SECURITIES AND EXCHANGE COMMISSION

     17 CFR Part 274

     [Release Nos. 33-7478; IC-  22920; File No. S7-19-97]

     RIN 3235-AG73

     Update of Registration Form to Reflect Fee Rate Change for Registration of
     Certain Investment Company Securities

     AGENCY:  Securities and Exchange Commission

     ACTION:  Amendments to Form 

     SUMMARY:  The Securities and Exchange Commission ("Commission") is updating

     the fee rate information in the instructions to the form under the

     Investment Company Act of 1940 that prescribes the method by which certain

     investment companies calculate and pay registration fees on securities they

     issue (the form was last published at 62 FR 47941 (Sept. 12, 1997)).  On

     November 28, 1997, legislation was enacted that sets a new fee rate of $295

     per $1,000,000 offered or sold (prorated for amounts less than $1,000,000). 

     Registration fees under this new rate are calculated by multiplying the

     aggregate offering or sales amount by .000295.  This amendment updates the

     reference to the current fee rate in the instructions to the form.

     EFFECTIVE DATE:  [Insert date of publication in the Federal Register].

     FOR FURTHER INFORMATION CONTACT:  Robin S. Gross, Staff Attorney, Office of

     Regulatory Policy at (202) 942-0690, or Carolyn A. Miller, Senior Financial

     Analyst, Office of Financial Analysis at (202) 942-0513, Division of

     Investment Management, Securities and Exchange Commission, 450 5th Street,

     N.W., Mail Stop 10-2, Washington, D.C. 20549. 

     SUPPLEMENTARY INFORMATION:  The Commission today is amending Instruction

     C.9 to Form 24F-2 [17 CFR 274.24] under the Investment Company Act of 1940

     [15 U.S.C. 80a] (the "Investment Company Act").  







          Form 24F-2 is the Form on which certain investment companies file an

     annual notice of securities sold pursuant to rule 24f-2 under the

     Investment Company Act [17 CFR 270.24f-2].  The Instruction to Item 5(vii)

     explains that the multiplier for calculation of the registration fee is

     determined by the Commission in accordance with section 6(b) of the

     Securities Act of 1933 [15 U.S.C. 77f(b)].  The Instruction informs filers

     of the multiplier that was in effect as of the date of the most recent

     printing of the Form, but indicates that this rate is subject to change

     from time to time, without notice, by act of Congress through

     appropriations for the Commission or other laws.

          On November 28, 1997, legislation was enacted that sets the fee rate

     at $295 per $1,000,000 offered or sold (prorated for amounts less than

     $1,000,000).  Fees will be calculated by multiplying the aggregate offering

     or sales amount by .000295.

          The Commission is amending the Instruction to Item 5(vii) of Form 24F-

     2 to reflect the change in the fee rate.

     VI.  STATUTORY AUTHORITY

          The Commission is amending Form 24F-2 pursuant to the authority set

     forth in sections 24 and 38(a) of the Investment Company Act [15 U.S.C.

     80a-24, -37(a)]. 














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     TEXT OF FORM AMENDMENTS

          For the reasons set out in the preamble, Form 24F-2, referenced in 

     274.24, Title 17, Chapter II of the Code of Federal Regulations, is amended

     as follows:

     PART 274 -- FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940

           1.  The authority citation for Part 274 continues to read as follows:

          Authority:  15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m, 78n,

     78o(d), 80a-8, 80a-24, and 80a-29, unless otherwise noted.

          2.   Form 24F-2 (referenced in  274.24) is amended by revising the

     second and third sentences of Instruction C.9 to Item 5(vii) to read as

     follows:

          Note:  Form 24F-2 does not, and the amendments will not, appear in the

     Code of Federal Regulations.  

     Form 24F-2

     Annual Notice of Securities Sold Pursuant to Rule 24f-2 

     *    *    *    *    *

     Instructions

     *    *    *    *    *

     C.   Computation of Registration Fee

     *    *
          *    *    *    *














                              ======END OF PAGE 3======







     9.   Item 5(vii) -  * * *  As of November 28, 1997, the fee rate was $295

     per $1,000,000 offered or sold (prorated for amounts less than $1,000,000). 

     The registration fee is calculated by multiplying the aggregate offering or

     sales amount by .000295. * * *

     *    *    *    *    *



          For the Commission, by the Office of the Secretary, pursuant to

     delegated authority.





                                             Jonathan G. Katz
                                             Secretary

     December 2, 1997





























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