May 30, 1996


U.S. Securities and Exchange Commission
450 Fifth St. NW
Washington, DC  20549

                Re:  Rule 24f-2 Notice
                     SoGen Funds, Inc.
                     Fiscal Year Ended March 31, 1996
                     File Nos. 33-63560;  811-7762
                

Dear Sir or Madam:

Pursuant to Rule 24f-2 under the Investment Company Act of
1940, transmitted herewith for filing is one copy of Form 24F-
2, counsel's opinion and an officer's certificate for SoGen
Funds, Inc.

The filing fee in the amount of $51,241.47 calculated in
accordance with Section 6(b) of the Securities Act of 1933,
was wired to Mellon Bank to credit the account in your name,
referencing this filing.

If you have any questions or comments, please contact the
undersigned at (212) 278-5853.


Sincerely yours,

/s/  PHILIP J. BAFUNDO

Philip J. Bafundo
Vice President


Enclosures




       UNITED STATES 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:   SoGen Funds, Inc.
                                 1221 Avenue of the Americas
                                 New York, NY 10020
______________________________________________________________

2. Name of each series or class of funds for which this notice
   is filed:
                    SoGen Overseas Fund
                    SoGen Gold Fund
                    SoGen Money Fund
______________________________________________________________

3. Investment Company Act File Number:     811-7762

   Securities Act File Number:   33-63560
______________________________________________________________

4. Last day of fiscal year for which this notice is filed:
   March 31, 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 reporting securities sold after the close of
   the fiscal year but before termination of the
   issuer's 24f-2 declaration:
                                                       /   /
______________________________________________________________

6. Date of termination of issuer's declaration under rule 24f-
   2(a)(1), if applicable (see Instruction A.6):

     Not Applicable
______________________________________________________________

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:  0
______________________________________________________________

8. Number and amount of securities registered during the
   fiscal year other than pursuant to rule 24f-2:
        0
______________________________________________________________

9. Number and aggregate sale price of securities sold during
   the fiscal year:

     86,221,134 shares were sold for an aggregate sale price
of $413,097,009.
______________________________________________________________

10.Number and aggregate sale price of securities sold during
   the fiscal year in reliance upon registration
   pursuant to rule 24f-2:

     86,221,134 shares were sold for an aggregate sale price
of $413,097,009.
______________________________________________________________

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):

     2,699,257 shares were issued for an aggregate value of
$27,136,133.
______________________________________________________________

12. Calculation of registration fee:

    (i)Aggregate sale price of           $413,097,009
        securities sold during the       
        fiscal year in reliance on rule  
        24f-2 (from Item 10):            ----------
                                         
    (ii)    Aggregate price of shares    +27,136,133
        issued in connection with        
        dividend reinvestment plans      ----------
        (from item 11, if applicable):   
        
    (iii)   Aggregate price of shares    -291,632,874
        redeemed or repurchased during   
        the fiscal year (if applicable): 
                                         ----------
                                         
    (iv)    Aggregate price of shares    +  0
        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       148,600,268
        during the fiscal year in        
        reliance on rule 24f-2 (line     ----------
        (i), plus line (ii), less line   
        (iii), plus line (iv)] (if
        applicable):
        
    (vi)    Multiplier prescribed by     x  1/29 of 1%
        Section 6(b) of the Securities  
        Act of 1933 or other applicable  ----------
        law or regulation (see          
        Instruction C.6):
        
    (vii)   Fee due [line (i) or line    $51,241.47
        (v) multiplied by line (vi)]:    
                                         ==========
                                         

     

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.
______________________________________________________________

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:
        May 30, 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/  PHILIP J. BAFUNDO
               _______________________________________
                    Philip J. Bafundo, Vice President
______________________________________________________________

Date May 29, 1996
     ______________

*Please print the name and title of the signing officer below
the signature.
______________________________________________________________



                            II-104




            [LETTERHEAD OF DECHERT PRICE & RHOADS]



                                   May 29, 1996


SoGen Funds, Inc.
1221 Avenue of the Americas, 8th Floor
New York, NY 10020


Dear Sirs:

         As counsel for SoGen Funds, Inc. (the "Fund"), a
Maryland corporation, during the fiscal year ended March 31,
1996, we are familiar with the Fund's registration under the
Investment Company Act of 1940 and with the registration
statement relating to its Shares of Common Stock (the
"Shares") under the Securities Act of 1933 (File No. 33-63560)
(the "Registration Statement").  We have also examined such
other corporate records, agreements, documents and instruments
as we deemed appropriate.

         Based upon the foregoing, it is our opinion with
respect to the Shares the registration of  which is being made
definite by the Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940 ("Notice") being filed by the
Fund for its fiscal year ended March 31, 1996, assuming such
Shares were sold at the public offering price and delivered by
the Fund against receipt of the net asset value of the Shares
in compliance with the terms of the Registration Statement and
the requirements of applicable law, that such Shares were,
when sold, duly and validly authorized, legally and validly
issued, and fully paid and non-assessable.

         We consent to the filing of this opinion in
connection with the Notice on Form 24f-2 to be filed by the
Fund with the Securities and Exchange Commission for the
Fund's fiscal year ended March 31, 1996.

                                   Very truly yours,

                                   /s/ DECHERT PRICE & RHOADS

                               
                               
                               
                               
                     OFFICER'S CERTIFICATE



The  undersigned certifies that he is the President  of  SoGen
Funds, Inc. (the "Fund"), a Maryland corporation, and that  as
such, he is authorized to execute and deliver this Certificate
on behalf of the Fund and that:

     Each  of  the 86,221,134 shares of capital stock  of
     the  Fund  sold  and  2,699,257  shares  issued  for
     reinvested  dividends and distributions  during  the
     Fund's  fiscal year ended March 31, 1996 was issued,
     sold  and paid for at the public offering price  for
     such   shares  as  indicated  in  the  then  current
     Prospectus  of  the Fund.  In addition,  the  shares
     outstanding  as  of  March 31, 1996  for  the  three
     separate  portfolios of the Fund  were  as  follows:
     SoGen  Overseas Fund, 48,827,734; SoGen  Gold  Fund,
     5,162,982; and SoGen Money Fund, 8,486,984.

IN  WITNESS WHEREOF, I have set my hand this 29th day  of  May
1996.



                                   /s/  JEAN-MARIE EVEILLARD
                                   ________________________
                                   Jean-Marie Eveillard
                                   President