U. S. Securities and Exchange Commission

                             Washington, D.C. 20549

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

1.     Name and address of issuer:               SIT GROWTH & INCOME FUND, INC.
                                                 4600 NORWEST CENTER
                                                 MINNEAPOLIS, MN  55402

2.     Name of each series or class of funds for which this notice is filed:
                                                 Sit Growth & Income Fund, Inc.

3.     Investment Company Act File Number:       811-03343
       Securities Act File Number:               2-75152

4.     Last day of fiscal year for which this notice is filed: June 30, 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 reportinig securities
       sold afater the close of the fiscal year but not before termination of
       the issuer's 24f-2 declaration:                                      [ ]

6.     Date of termination of issuer's declaration under rule 242f-2(a)(1), if
       applicable (see instruction A.6):

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:                                        N/A

8.     Number and amount of securities registered during the fiscal year other
       than pursuant to rule 24f-2:                                         N/A

9.     Number and aggregate sale price of securities sold during the fiscal
       year:                                         403,142 shares $12,185,666

10.    Number and aggregate sale price of securities sold during the fiscal year
       in reliance upon registration pursuant to rule 24f-2:
                                                     403,142 shares $12,185,666

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):


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):                       $    12,185,666

       (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:)               377,404 shares           - 11,285,026

       (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):                      900,640

       (vi)   Multiplier prescribed by Section 6(b) of the Securities Act
              of 1933 or other applicable law or regulation (see                   x  1/29th of 1%
              Instruction C.6):

       (vii)  Fee due [line (I) or line (v) multiplied by line (vi)]:              $        310.57

Instructions: 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.

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: August 26, 1996


                                   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/ Parnell M. Kingsley
                                        Assistant Secretary


Date: August 26, 1996




August 26, 1996


Sit Growth & Income Fund, Inc.
4600 Norwest Center
Minneapolis, Minnesota  55402


          RE:  Rule 24f-2 Notice (Registration Number 2-75152)

Ladies and Gentlemen:

We have acted as general counsel to Sit Growth & Income Fund, Inc., a Minnesota
corporation (the "Fund"), in connection with the Fund's Registration Statement
on Form N-1A (Registration Number 2-75152). This opinion is addressed to you in
connection with a filing by the Fund of a notice (the "Notice") pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended. In that connection,
we have examined such documents and have reviewed such questions of law as we
have considered necessary and appropriate for the purposes of this opinion.
Based thereon, we advise you that, in our opinion, the 403,142 shares of common
stock, $.001 par value per share, issued by the Fund during the fiscal year
ended June 30, 1996, as set forth in the Notice, were legally issued, have been
fully paid, and are nonassessable, if issued and sold upon the terms and in the
manner set forth in the Registration Statement of the Fund referred to above.

                                       Very truly yours,

                                       /s/ Dorsey & Whitney LLP

                                       Dorsey &Whitney LLP