Annual Notice of Securities Sold Pursuant to Rule 24F-2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
Flag Investors Equity Partners Fund, Inc.
135 East Baltimore Street
Baltimore, Maryland 21202
_________________________________________________________________
2. Name of each series or class of funds for which this notice
is filed:
Flag Investors Class A Shares
Flag Investors Class B Shares
Flag Investors Institutional Shares
_________________________________________________________________
3. Investment Company Act File Number: 811-8886
Securities Act File Number: 33-86832
_________________________________________________________________
4. Last day of fiscal year for which this notice is filed:
May 31, 1996
_________________________________________________________________
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:
N/A
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6):
N/A
_________________________________________________________________
<PAGE>
7. Number and amount of securities of the same class or series
which had 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:*
2,396,387 shares valued at $28,781,570
(*includes shares issued upon reinvestment of dividends)
_________________________________________________________________
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2:
2,396,387 shares valued at $28,781,570
_________________________________________________________________
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):
Included in Item 9 above.
2 <PAGE>
<PAGE>
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10):
$28,781,570
_______________________
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable):
+ ----
_______________________
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
- $6,525,825
_______________________
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable):
+ ----
_______________________
(v) Net aggregate price of securities sold 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):
$22,255,745
_______________________
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
Instruction C.6):
x 1/2,900
_______________________
(vii) Fee due {line (i) or line (v) multiplied by line (vi)}:
$7,674.39
=======================
Instruction: Issuers should complete lines (ii), (iii), (iv),
and (v) only if the form is being filed within 60
days after the close of the issuer's fiscal year.
See Instruction C.3.
3 <PAGE>
<PAGE>
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 (17 CFR
202.3a).
[X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
July 12, 1996
SIGNATURES
This report has been signed by the following person on behalf of
the issuer and in the capacities and on the date indicated.
By (Signature and Title)* /s/ Joseph A. Finelli
Joseph A. Finelli
Treasurer
Date: July 19, 1996
* Please print the name and title of the signing officer below
the signature.
4 <PAGE>
<PAGE>
<TABLE>
FLAG INVESTORS EQUITY PARTNERS FUND, INC.
SCHEDULE A
<CAPTION>
CLASS SHARES SOLD AGGREGATE FRONT-END SALES SHARES VALUE OF SHARES AGGREGATE
SALES COMMISSIONS ISSUED UPON REINVESTED REDEEMED REDEMPTION
PRICE REINVESTMENT OF DIVIDENDS PRICE
DIVIDENDS
<S> <C> <C> <C> <C> <C> <C> <C>
Flag A 1,801,793 $21,242,051 $173,816 46,324 $537,705 526,068 $6,296,438
Flag B 221,303 2,641,798 ---- 2,003 23,141 17,025 208,673
Institutional* 324,964 4,163,059 ---- ---- ---- 1,587 20,714
--------- ----------- -------- -------- -------- -------- ----------
Total 2,348,060 $28,046,908 $173,816 48,327 $560,846 544,680 $6,525,825
$28,046,908 + 173,816 + 560,846 = $28,781,570
$28,781,570 - 6,525,825 = $22,255,745
Fee Required $7,674.39
($22,255,745 divided by $2,900)
-----------
* Commenced operations on February 12, 1996.
</TABLE>
5 <PAGE>
<PAGE>
{Letterhead of ICC}
July 19, 1996
Securities and Exchange Commission
Office of Applications and Report Services
450 Fifth Street, N.W.
Judiciary Plaza 1
Washington D.C. 20549
Re: Flag Investors Equity Partners Fund, Inc.
(the "Fund") Rule 24f-2 Notice
(File Nos. 33-86832 and 811-8886)
Gentlemen:
Pursuant to Rule 24f-2(c) under the
Investment Company Act of 1940, enclosed for filing on behalf of
the Fund are the following:
(1) One (1) conformed copy of the Fund's
Rule 24f-2 Notice for the fiscal year
ended May 31, 1996; and
(2) One (1) conformed copy of the legal
opinion of Morgan, Lewis & Bockius LLP,
counsel to the Fund, with respect to the
shares of common stock, par value $.001
per share, of the Fund sold during the
fiscal year ended May 31, 1996, the
registration of which is made definite
pursuant to the above-mentioned Notice.
A fee in the amount of $7,674.39 to cover the
registration fee payable pursuant to Rule 24f-2(c) was wired to
Mellon Bank, N.A.
Very truly yours,
/s/ Joseph A. Finelli
Joseph A. Finelli
cc w/enc: Mr. Edward J. Veilleux
Richard W. Grant, Esquire
Carl Frischling, Esquire
6 <PAGE>
<PAGE>
