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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.
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1. Name and address of issuer:
State Farm Growth Fund, Inc.
One State Farm Plaza
Bloomington, Illinois 61710
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2. Name of each series or class of funds for which this notice is filed:
State Farm Growth Fund, Inc. Common Stock
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3. Investment Company Act File Number: 811-1519
Securities Act File Number: 2-27058
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4. Last day of fiscal year for which this notice is filed: November 30, 1995
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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:
[_]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
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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
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the fiscal year:
5,255,758 shares; $133,845,436
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
5,255,758 shares; $133,845,436
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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):
-0-
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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): $ 133,845,436
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(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 0
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(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(If applicable): - 76,138,727
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(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
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(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): 57,706,709
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(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/29 of 1%
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(vii) Fee due [line (i) or line (v) multiplied
by line (vi): 19,898.87
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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:
January 24, 1996
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ Jerel S. Chevalier
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Jerel S. Chevalier
Assistant Secretary-Treasurer
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Date January 24, 1996
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*Please print the name and title of the signing officer below the signature.
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[LETTERHEAD OF BELL, BOYD & LLOYD]
January 25, 1996
State Farm Growth Fund, Inc.
One State Farm Plaza
Bloomington, IL 61701
Ladies and Gentlemen:
RULE 24F-2 NOTICE
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We have represented State Farm Growth Fund, Inc., a Maryland
corporation ("Fund"), in connection with the filing with the Securities and
Exchange Commission of the Fund's Rule 24f-2 Notice for the fiscal year ended
November 30, 1995, pursuant to Rule 24f-2 under the Investment Company Act of
1940. In this connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate or other
records, certificates and other papers as we deem it necessary to examine for
the purpose of this opinion, including the charter and bylaws of the Fund and
resolutions of its board of directors authorizing the issuance of shares.
Based upon the foregoing examination, we are of the opinion that the
5,255,758 shares of common stock, $1.00 par value per share, of the Fund sold by
the Fund during the 1995 fiscal year in reliance upon registration pursuant to
Rule 24f-2 were legally issued, full paid and nonassessable.
We consent to the filing of this opinion with the Fund's Rule 24f-2
Notice. In giving this consent, we do not admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933.
Very truly yours,
/s/ Bell, Boyd & Lloyd
