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.
One South 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, 1997
_________________________________________________________________
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
7. Number and amount of securities of the same class or series
which had been registered under the Securities Act of 1933
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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:*
4,989,660 shares valued at $75,360,226
(*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:
4,989,660 shares valued at $75,360,226
_________________________________________________________________
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.
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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):
$ 75,360,226
______________
(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):
- $ 7,920,313
______________
(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):
$ 67,439,913
______________
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6):
x 1/3,300
______________
(vii) Fee due {line (i) or line (v) multiplied by line
(vi)}:
$ 20,436.34
=============
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.
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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 15, 1997
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 17, 1997
* Please print the name and title of the signing officer below
the signature.
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<TABLE>
FLAG INVESTORS EQUITY PARTNERS FUND, INC.
SCHEDULE A
<CAPTION>
CLASS SHARES SOLD AGGREGATE FRONT-END SHARES VALUE OF SHARES AGGREGATE
SALES SALES ISSUED REINVESTED REDEEMED REDEMPTION
PRICE COMMISSIONS UPON DIVIDENDS PRICE
REINVESTMENT
OF DIVIDENDS
<S> <C> <C> <C> <C> <C> <C> <C>
Flag A 2,175,983 $32,665,187 $404,583 71,468 $1,040,589 477,782 $7,100,783
Flag B 545,380 8,263,270 ------ 3,986 60,224 25,717 375,286
Institutional 2,182,989 32,778,081 ------ 9,854 148,292 30,115 444,244
=============== ========== =========== ========== ========= =========== ========= ===========
Total 4,904,352 $73,706,538 $404,583 85,308 $1,249,105 533,614 $7,920,313
<FN>
$73,706,538 + 404,583 + 1,249,105 = $75,360,226
$75,360,226 - 7,920,313 = $67,439,913
Fee Required $20,436.34
($67,439,913 divided by $3,300)
</TABLE>
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2000 One Logan Square Morgan, Lewis
&Bockius LLP
Philadelphia, PA 19103-6993 COUNSELORS AT LAW
215-963-5000
FAX: 215-963-5299
July 17, 1997
Flag Investors Equity Partners Fund, Inc.
One South 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 year ended May 31, 1997,
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").
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 LLP
cc: Mr. Joseph A. Finelli
Philadelphia Washington New York Los Angeles Miami
Harrisburg Pittsburgh Princeton
London Brussels Frankfurt Tokyo Singapore Jakarta
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