SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
RULE 24f-2 NOTICE
FOR
FLAG INVESTORS EQUITY PARTNERS FUND, INC.
135 East Baltimore Street
Baltimore, MD 21202
_________________________________________________________________
(Address of principal executive offices)
SHARES OF COMMON STOCK (par value $.001 per share)
_________________________________________________________________
(Title of securities with respect to which Notice is filed)
File Nos. 33-86832
811-8886
__________________________________
The following information is required pursuant to Rule
24-2(b)(1)
(i) Period for which Notice is filed:
February 13, 1995 (commencement of operations)
through May 31, 1995 (fiscal year end)
(ii) Number or amount of securities of the same class
or series which has been registered under the
Securities Act of 1933 other than pursuant to
Rule 24f-2 but which remained unsold at the
beginning of such fiscal year:
NONE
(iii) Number or amount of securities, if any, registered
during such fiscal year other than pursuant to
Rule 24f-2:
NONE
(iv) Number or amount of securities sold during such
period: (1)
3,815,496 shares
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(v) Number or amount of securities sold during such
period in reliance upon registration pursuant to
Rule 24f-2: (2)
3,815,496 shares (See Schedule A attached)
An opinion of counsel with respect to the legality of the above
shares accompanies this notice.
DATED: July 20, 1995
FLAG INVESTORS
EQUITY PARTNERS FUND, INC.
By /s/ Brian C. Nelson
Brian C. Nelson
Vice President & Secretary
_______________________
(1) Excludes shares issued upon reinvestment of dividends.
(2) The actual aggregate sales price for which such securities
were sold was $40,507,725. The actual aggregate redemption
price of securities redeemed during such period by the
Registrant was $418,337. No portion of such aggregate
redemption price has been applied by the Registrant pursuant
to Rule 24e-2(a) in a filing made pursuant to Section
24(e)(1) of the Investment Company Act of 1940. Pursuant to
Rule 24f-2(c), the registration fee with respect to
securities sold is calculated as follows:
($40,507,725 - $418,337) Divided by 2,900 = $13,823.93. A fee
of $13,823.93 is required and was wired to Mellon Bank, N.A.
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FLAG INVESTORS EQUITY PARTNERS FUND, INC.
SCHEDULE A
AGGREGATE
AGGREGATE SHARES REDEMPTION
CLASS SHARES SOLD SALES PRICE REDEEMED PRICE
Flag A 3,614,724 $38,469,554 39,025 $418,337
Flag B 200,772 2,038,171 ---- ----
3,815,496 $40,507,725 39,025 $418,337
Net Sales $40,089,388
Fee $13,823.93
Required
($40,089,388 divided by 2,900)
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{ LETTERHEAD OF MORGAN, LEWIS & BOCKIUS }
July 20, 1995
Flag Investors Equity Partners Fund, Inc.
135 East Baltimore Street
Baltimore, MD 21202
Re: Rule 24f-2 Notice for
Flag Investors Equity Partners Fund, Inc.
(File Nos. 33-86832 and 811-8886)
Gentlemen:
Flag Investors Equity Partners Fund, Inc. (the "Fund") is a
corporation organized under the laws of the State of Maryland
with its principal place of business in Baltimore, Maryland. The
Fund is a diversified management investment company registered
with the Securities and Exchange Commission (the "Commission")
under the Investment Company Act of 1940 (the "1940 Act"). This
opinion relates to shares of common stock, par value $.001 per
share, sold by the Fund in reliance upon Rule 24f-2 during the
fiscal period from February 13, 1995 (commencement of operations)
through May 31, 1995, the registration of which is made definite
by the filing of the attached Notice.
We have reviewed all proceedings taken by the Fund in
connection with the offer and sale of shares of common stock, par
value $.001 per share, which have been offered under Prospectuses
included as part of the Fund's Registration Statement on Form N-
1A, as amended to the date hereof, which has been filed with the
Commission under the Securities Act of 1933 and the 1940 Act
(collectively, the "Registration Statement").
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Flag Investors Equity Partners Fund, Inc.
July 20, 1995
Page 2
We are of the opinion that such shares of common stock, when
sold and issued in return for the payment described in the Fund's
Registration Statement, were legally issued, fully paid and non-
assessable by the Fund.
Very truly yours,
/s/ Morgan, Lewis & Bockius
cc: Mr. Brian C. Nelson
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