<PAGE>
PAGE 1
September 24, 1996
Securities and Exchange Commission
Attention: Document Control - EDGAR
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Re: Rule 24f-2 Notice for
Strategist Growth Fund, Inc.
SEC File No. 33-63905/811-07401
Commissioners:
[i] In accordance with the provisions of Rule 24f-2, Strategist
Growth Fund, Inc. hereby files its Rule 24f-2 Notice for the
fiscal year ended July 31, 1996,("Fiscal Period").
[ii] Amount of securities registered other than under
24f-2 which were unsold at the beginning of the
fiscal year.* $0
[iii] Amount of securities registered during the fiscal
year other than under 24f-2** $0
[iv] Amount of securities sold during the fiscal
year*** $50,452,186
[v] Amount of securities sold pursuant to 24f-2 $50,452,186
[vi] Fee $50,452,186 / 2900 $ 17,397.31
Enclosed please find an opinion of counsel.
A check for the filing fee in the amount of $17,397.31
If there are any questions, please contact the undersigned.
Very truly yours,
Strategist Growth Fund, Inc.
Eileen J. Newhouse
Secretary
EJN/HB/rjf
<PAGE>
PAGE 2
Securities and Exchange Commission
September 24, 1996
<TABLE>
<CAPTION>
Growth Fund Growth Trends Fund
<S> <C> <C> <C>
* Shares registered in prior years 0 0
Share price on September 11, 1996 24.83 19.44
Value of shares 0 0
** Shares registered in current years 0 0
Share price on September 11, 1996 24.83 19.44
Value of shares 0 0
*** Aggregate Sales 25,255,562 25,196,624
Aggregate Redemptions 0 0
Securities Sold during Fiscal Year 25,255,562 25,196,624
Fee $8,708.82 $8,688.49
</TABLE>
EXHIBIT INDEX
(b) (10) OPINION OF COUNSEL
<PAGE>
PAGE 1
September 24, 1996
Strategist Growth Fund, Inc.
IDS Tower 10
Minneapolis, Minnesota 55440
Gentlemen:
I have examined the Articles of Incorporation and the By-Laws of
the Company and all necessary certificates, permits, minute books,
documents and records of the Company, and the applicable statutes
of the State of Minnesota, and it is my opinion:
(a) That the Company is a corporation duly organized and existing
under the laws of the State of Minnesota with an authorized
capital stock of 20,000,000,000 shares, all of $.01 par value,
that such shares may be issued as full or fractional shares
and that on July 31, 1996, 2,319,533 shares were issued and
outstanding;
(b) That all such authorized shares are, under the laws of the
State of Minnesota, redeemable as provided in the Articles of
Incorporation of the Company and upon redemption shall have
the status of authorized and unissued shares;
(c) That the Company registered on Nov. 2, 1995 an indefinite
number of shares pursuant to Rule 24f-2 and is herewith filing
a Rule 24f-2 Notice covering the shares sold during its Fiscal
Period ended July 31, 1996; and
(d) That shares which were sold at not less than their par value
and in accordance with applicable federal and state securities
laws were legally issued, fully paid and nonassessable.
I hereby consent that the foregoing opinion may be used in
connection with the Rule 24f-2 Notice.
Very truly yours,
Eileen J. Newhouse
Counsel
