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APPENDIX I U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 24f-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
1. Name and address of issuer: Gabelli International Growth Fund, Inc.
One Corporate Center
Rye, NY 10580
2. Name of each series or class of funds for which this notice
is filed: Gabelli International Growth Fund, Inc.
3. Investment Company Act File Number: 811-8560
Securities Act File Number: 33-79994
4. Last day of fiscal year for which this notice is filed:
DECEMBER 31, 1995
5. Check box if this notice is being filed more than 180 days
after the close of the issuer's fiscal year for purposes of
reporting securities sold after the close of the fiscal year
but before termination of the issuer's 24f-2 declaration: [ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1)
if applicable (see instruction A.6): NONE
7. Number and amount of securites of the same class or series which
has been registered under the Securities Act of 1933 other than
pursuant to Rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year: NONE
8. Number and amount of securities registered during the fiscal year
other than pursuant to Rule 24f-2: NONE
9. Number and aggregate sale price of securities sold during the
fiscal year:
SHARES SALE PRICE
Gabelli International Growth Fund, Inc. 205,806 $2,144,809
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to Rule 24f-2:
SHARES SALE PRICE
Gabelli International Growth Fund, Inc. 205,806 $2,144,809
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
instruction B.7):
SHARES SALE PRICE
Gabelli International Growth Fund, Inc. 0 $0
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GABELLI INTERNATIONAL GROWTH FUND, INC. 24f-2/pg 2
Calculation of registration fees:
12.
<TABLE>
<S> <C> <C>
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on 24f-2 (from item 10): $2,144,809
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): + 0
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year: - 157,115
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to Rule
24e-2 (if applicable): 0 + 0
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(v) Net aggregate price of securities sold and
and issued during the fiscal year in reliance
on Rule 24f-2 [line (i), plus line (ii), less
line (iii), plus line (iv)] (if applicable): 1,987,694
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation (see instruction C.6): 0.00034483
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(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 685.42
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</TABLE>
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3A of the Commission;s Rules of
Informal and Other Procedures (17CFR 202.3A). [ ]
Date for mailing or wire transfer of filing fees to the Commission's lockbox
directory:
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the date indicated.
By (Signature and Title)* SIGNATURES
Date: February 27, 1996 /s/ Donald E. Brostrom
------------------------
Donald E. Brostrom
Assistant Treasurer
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[WILLKIE FAR & GALLAGHER LETTERHEAD]
February 27, 1996
Gabelli International Growth Fund, Inc.
One Corporate Center
Rye, New York 10580
Re: Rule 24f-2 Notice
for Gabelli International Growth Fund, Inc.
(Securities Act Registration Statement
File No. 33-79994) (the "Registration Statement")
Ladies and Gentlemen:
Gabelli International Growth Fund, Inc., a Maryland corporation (the "Fund"),
is filing with the Securities and Exchange Commission a Rule 24f-2 notice
containing the information specified in paragraph (b)(1) of Rule 24f-2 under
the Investment Company Act of 1940 (the "Rule"). We understand that the Fund
has previously filed a registration statement on N-1A under the Securities Act
of 1933 (File No. 33- 79994), adopting the declaration authorized by paragraph
(a)(1) of the Rule to the effect that an indefinite number of shares of
beneficial interest of the Fund (the "Shares") were being registered by such
registration statement. The effect of the Rule 24f-2 notice, when accompanied
by the filing fee, if any, payable as prescribed by paragraph (c) of the Rule
and by this opinion, will be to make definite in number the number of Shares
sold by the Fund during the fiscal year ended December 31, 1995 in reliance
upon the Rule (the "Rule 24f-2 Shares").
As to the various questions of fact material to the opinion expressed herein we
have relied upon and assumed the genuineness of the signatures on, the
conformity to originals of, and the authenticity of, all documents, including
but not limited to certificates of officers of the Fund, submitted to us as
originals or copies, which facts we have not independently verified.
Capitalized terms used herein but not otherwise defined have the meanings
ascribed to them in the Registration Statement.
On the basis of the foregoing, and assuming compliance with the Securities Act
of 1933, as amended, the Investment Company Act of 1940, as amended, and
applicable state laws regulating the sale of securities, and assuming further
that
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Gabelli International Growth Fund, Inc.
February 27, 1996
Page 2
all of the Rule 24f-2 Shares sold during the fiscal year ended December 31,
1995 were sold in accordance with the terms of the Fund's Prospectus and
Statement of Additional Information in effect at the time of sale at a sales
price in each case in excess of the par value of the Rule 24f-2 Shares, we are
of the opinion that such Rule 24f-2 Shares were legally issued, fully paid and
non-assessable by the Fund.
We are members of the Bar of the State of New York and do not hold ourselves
out as being conversant with the laws of any jurisdiction other than those of
the United States of America and the State of New York. We note that we are
not licensed to practice law in the State of Maryland, and to the extent that
any opinion expressed herein involves the law of the State of Maryland, such
opinion should be understood to be based solely upon our review of the
documents referred to above, the published statutes of the State of Maryland,
and where applicable, published cases, rules or regulations of regulatory
bodies of the State of Maryland.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Rule 24f-2 notice.
Very truly yours,
/s/ WILLKIE FARR & GALLAGHER
