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Jpmorgan Value Opportunities Fund Inc · N-30D · For 12/31/96

Filed On 2/26/97   ·   SEC File 811-04321   ·   Accession Number 770482-97-5

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  As Of               Filer                 Filing     On/For/As Docs:Pgs

 2/26/97  Jpmorgan Value Opportunities..Inc N-30D      12/31/96    1:15

Annual or Semi-Annual Report Mailed to Shareholders   ·   Rule 30d-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-30D       The Growth Fund of Washington Annual Report           15±    74K 


Document Table of Contents

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11st Page
"Investment Adviser
"Distributor


(Logo)                                                                          
Vista                                                                           
Family of Mutual Funds                                                          

THE                                                                             
GROWTH FUND OF WASHINGTON                                                       

Annual Report                                                                   
December 31, 1996                                                               

Growth of a $10,000 Investment                                                  

(Line graph comparing the growth of a $10,000 investment in the Fund,           
Standard & Poor's 500 Composite Index, and the Consumer Price Index since       
the fund's inception (August 7, 1985) to year end 1996.                         

Plot Points in Dollars                                                          

DATE        GFW         S&P500        CPI                                       
9/1/85     9525          10000       10000                                      
12/31/85  10119          11428       10120                                      
12/31/86  11551          13554       10231                                      
12/31/87  12041          14259       10685                                      
12/31/88  14115          16610       11157                                      
12/31/89  16304          21859       11676                                      
12/31/90  13290          21177       12389                                      
12/31/91  16794          27595       12768                                      
12/31/92  19770          29694       13139                                      
12/31/93  22245          32670       13500                                      
12/31/94  20173          33126       13861                                      
12/31/95  29099          45530       14213                                      
12/31/96  33363          55956       14685                                      

Average Annual Total Return                             
To December 31, 1996                              
1 year         5 years       10 years                             
+9.19%         +13.60%        +10.65%                             

The Fund's results reflect payment of the maximum sales charge of 4.75%,        
thus the net investment was $9,525.  All dividends and capital gain             
distributions are reinvested in additional shares without a sales charge.       
The graph covers the period of the Fund's inception (August 7, 1985) to         
December 31, 1996.  The indexes are unmanaged and do not reflect sales          
charges, commissions or expenses.  Past results are not predictive of           
future results.                                                                 

Fund results in this letter were computed without a sales charge.     
Here are the total and average annual compound returns for the following        
periods ended December 31, 1996 on a $1,000 investment at the 4.75% maximum     
sales charge with all distributions reinvested: 10 years: +175.22%, or          
+10.65% a year; 5 years: +89.16%, or +13.60% a year; and 12 months: +9.19%.     
Sales charges are lower for accounts of $100,000 or more.                       

THE FIGURES IN THIS REPORT REFLECT PAST RESULTS. ALL INVESTMENTS ARE  
SUBJECT TO CERTAIN RISKS. FOR EXAMPLE, THOSE WHICH INCLUDE COMMON STOCKS        
ARE AFFECTED BY FLUCTUATING STOCK PRICES, SO YOU MAY GAIN OR LOSE MONEY BY      
INVESTING IN THE FUND. ACCORDINGLY, INVESTORS SHOULD MAINTAIN A LONG-TERM       
INVESTMENT PERSPECTIVE. FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR      
INSURED, GUARANTEED OR ENDORSED BY, THE U.S. GOVERNMENT, ANY BANK, THE          
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY        
OTHER AGENCY, ENTITY OR PERSON.                                                 

Fellow Shareholders                                                             

Nineteen ninety-six marked another year of positive performance for The         
Growth Fund of Washington.  The Fund's net asset value on December 31, 1996     
was $20.00 compared to $18.19 on December 31, 1995.  During the year, the       
Fund paid income dividends of 6 1/2 cents per share and a long-term capital     
gain distribution of 79 cents per share.  For the twelve months ended           
December 31, 1996, the value of the Fund's shares increased 14.65% while        
the unmanaged Standard & Poor's 500 Composite Index was up 22.90%, both         
including the reinvestment of distributions.  At year-end, the weighted         
average price-earnings multiple for the Fund was 13.0 times 1997 estimated      
earnings, or 26% less than the S&P 500's multiple of over 17.5 times.           
The equity markets advanced against a backdrop of concerns about the  
strength of the economy.  Any statistic that indicated underlying strength      
was accompanied by concerns that the Federal Reserve Board would raise          
interest rates.  However, this action was not taken. The market advance was     
narrow in scope, with big cap issues leading the advance.  The economy was      
characterized by modest growth with inflation held under control.               
The Fund's financial services and banking issues benefitted from this 
stable interest rate environment.  The telecommunications sector faced a        
number of competitive issues and procedural delays, with selective issues       
benefitting from alliances and combinations brought about by the                
Telecommunications Act of 1996.                                                 
On December 31, 1996, The Growth Fund of Washington held 30 securities
in 14 industry groups.  The Fund's five largest holdings, representing          
43.87% of net assets, were:  Federal National Mortgage Association              
(10.56%); Federal Home Loan Mortgage Corp. (9.88%); Lockheed Martin             
Corporation (9.11%); Richfood Holdings Inc. (7.45%); and Washington Post        
Company Class B (6.87%).                                                        
During the six months ended December 31, 1996, three new companies    
were added to the Fund's portfolio: DIGEX, Inc., a Beltsville,                  
Maryland-based national Internet service provider of service exclusively to     
businesses; Human Genome Sciences, Inc., a Rockville, Maryland-based            
company, that is a leader in gene sequencing, with licensing agreements         
with major pharmaceutical companies for therapeutic and diagnostic product      
development; and Transaction Network Services, Inc., a Herndon,                 
Virginia-based telecommunications network provider that links vendors,          
credit card and other transaction processors.  In addition, US Order, Inc.      
changed its name to InteliData Technologies Corp.                               
During the same period, five positions were eliminated: COMSAT Corp.; 
PennFed Financial Services, Inc.; Security First Network Bank, FSB;             
Tele-Communications Inc., Series A, Liberty Media Group; and Tysons             
Financial Corp.                                                                 
Prospects continue to appear bright for the regional economy despite  
slower growth in some parts of the area.  Job growth has been concentrated      
in the private sector.  Many companies with attractive growth dynamics have     
been established, especially in the telecommunications and technology           
areas.  Technologies formerly used exclusively by the government and            
military are now being converted to commercial application, creating many       
high-growth companies.                                                          
As always, we welcome your comments, and we look forward to reporting 
to you again in six months.                                                     

Sincerely,                                                                      

(Signatures)                                                                    

James H. Lemon, Jr.        Harry J. Lister                                    
Chairman                 President                                  

February 18, 1997                                                               

                                                        · Enlarge/Download Table

Investment Portfolio as of December 31, 1996                                                              

                                                                        Number                            
Industry                                                                  of        Market      Percent of
Group               Securities<F1>                                      Shares       Value      Net Assets
                                                                                                          

Aerospace           Lockheed Martin Corp.                                48,563   $  4,443,515       9.11%
                    Bethesda-based defense/aerospace                                                      
                    company, that also designs and services                                               
                    communication and information systems.                                                

Banking &           Capital One Financial Corp.                          31,000      1,116,000       2.29 
Credit              Northern Virginia-based general purpose                                               
                    credit card issuer, with $12.8 billion in                                             
                    managed loans.                                                                        

                    Crestar Financial Corp.                               31,000     2,305,625       4.72 
                    Richmond-based bank holding company                                                   
                    with approximately $22.9 billion in assets.                                           

                    First Citizens Financial Corp.<F2>                    32,397       591,245       1.21 
                    Montgomery and Frederick County-based                                                 
                    savings bank with about $700 million in                                               
                    assets.                                                                               

                    NationsBank Corporation                               22,200     2,170,050       4.45 
                    A multi-bank holding company with                                                     
                    operations in 16 states and Washington,                                               
                    DC with $227 billion in assets.                                                       

                    Signet Banking Corp.                                  66,000     2,029,500       4.16 
                    A multi-bank holding company with over                                                
                    200 branches in Maryland, Virginia and                                                
                    Washington, DC with about $12.0 billion                                               
                    in assets.                                                                            

                    TOTAL                                                            8,212,420      16.83 

Basic Industry &    Danaher Corp.                                         25,000     1,165,625       2.39 
Manufacturing       Washington, DC-based manufacturer of                                                  
                    hand tools, automotive & transportation                                               
                    equipment, and process & environmental                                                
                    controls.                                                                             

Biotechnology       Human Genome Sciences, Inc.<F2>                      15,000       611,250        1.25 
                    Rockville, Maryland-based company, a                                                  
                    leader in gene sequencing, with licensing                                             
                    agreements with major pharmaceutical                                                  
                    companies for therapeutic and diagnostic                                              
                    product development.                                                                  

Computer            American Management Systems, Inc.<F2>                 39,000       955,500       1.96%
Services &          Northern Virginia-based leading supplier                                              
Hardware            of information technologies.                                                          

                    DIGEX Inc.<F2>                                       40,000        415,000        .85 
                    Beltsville, Maryland-based national Internet                                          
                    service provider of service exclusively to                                            
                    businesses.                                                                           

                    DST Systems, Inc.<F2>                                10,400        326,300        .67 
                    Provides information processing and                                                   
                    computer software services and products                                               
                    primarily to mutual funds.                                                            

                    InteliData Technologies Corp.<F2>                                                     
                    (previously US Order Inc.)                           19,300        139,925        .28 
                    Headquartered in Herndon, Virginia, it is                                             
                    a leader in the  smart telephone and home                                             
                    banking business.                                                                     

                    MICROS Systems, Inc.<F2>                             26,500        814,875       1.67 
                    Maryland-based manufacturer and                                                       
                    marketer of systems and software for the                                              
                    hospitality industry.                                                                 

                    Transaction Network Services, Inc.<F2>               30,000        345,000        .71 
                    Herndon, Virginia-based telecommunications                                            
                    network provider that links venders and                                               
                    credit card and other transaction processors.                                         

                    TOTAL                                                           2,996,600        6.14 

Electronics         Harman International Industries, Inc.                15,750        876,094       1.80 
                    Washington, DC-based specialty                                                        
                    manufacturer of electronic and audio                                                  
                    components.                                                                           

Financial           Federal Home Loan Mortgage Corp.                      43,800     4,823,475       9.88 
Services            Northern Virginia-based company which                                                 
                    purchases, securitizes and guarantees                                                 
                    mortgages.                                                                            

                    Federal National Mortgage Association               138,320     5,152,420       10.56 
                    Washington, DC-based, it is the nation's                                              
                    largest residential mortgage funding                                                  
                    operation through the secondary market.                                               

                    TOTAL                                                            9,975,895      20.44 

Food &              Richfood Holdings, Inc.                             150,000     3,637,500        7.45%
Food Services       Virginia-based wholesale supplier to                                                  
                    grocery retailers in the region.                                                      

Household           The Black & Decker Corp.                             10,000        301,250        .62 
Products            Maryland-based maker of a wide range of                                               
                    products sold to residential and commercial                                           
                    markets in over 100 countries.                                                        

Office Furniture    U.S. Office Products Co.<F2>                         17,000       580,125        1.19 
& Products          Washington, DC-based company that sells                                               
                    office supplies, products and furniture                                               
                    through catalogues.                                                                   

Publishing &        EZ Communications, Inc.<F2>                           15,000       549,375       1.12 
Communications      Fairfax-based company which acquires,                                                 
                    develops and operates radio stations in                                               
                    several states.                                                                       

                    The Washington Post Co., Class B                     10,000      3,351,250       6.87 
                    Washington, DC-based company publishes                                                
                    "The Washington Post" and "Newsweek;"                                                 
                    owns several TV stations and over 50 cable                                            
                    TV systems.                                                                           

                    TOTAL                                                           3,900,625        7.99 

Retail              Circuit City Stores, Inc.                            35,000      1,054,375       2.16 
                    Richmond-based retailer of audio, video                                               
                    and brand name consumer electronic                                                    
                    products, and has a presence in the used                                              
                    car market through CarMax.                                                            

                    Giant Food, Inc., Class A                            53,800      1,856,100       3.80 
                    Landover, Maryland-based company which                                                
                    operates over 170 supermarkets in the                                                 
                    mid-Atlantic region including                                                         
                    Washington, DC.                                                                       

                    TOTAL                                                            2,910,475       5.96 

Telecommuni-        Bell Atlantic Corp.                                   28,000     1,813,000       3.71%
cations             Holding company for the Mid-Atlantic                                                  
                    telephone companies serving a six state                                               
                    area and Washington, DC.                                                              

                    LCI International, Inc.<F2>                           30,000       645,000       1.32 
                    Northern Virginia-based long distance                                                 
                    carrier providing domestic and international                                          
                    voice & data services.                                                                

                    MCI Communications Corp.                             60,000      1,961,250       4.02 
                    Washington, DC-based company which                                                    
                    is the second largest telecommunications                                              
                    service network in the United States.                                                 

                    TOTAL                                                            4,419,250       9.05 

Transportation      CSX Corp.                                            70,000     2,957,500        6.06 
                    Richmond-based holding company for                                                    
                    transportation and natural resources with                                             
                    railroad, barge, trucking, pipeline, and                                              
                    ocean shipping units.                                                                 

                    Securities in initial period of acquisition<F2>                   410,000         .84 

                    TOTAL INVESTMENT SECURITIES                                                           
                    (cost: $17,990,233)                                            47,398,124       97.12 

                    Repurchase Agreements:                                                                
                      Prudential Securities Incorporated                             1,856,000       3.80 
                      6.40%, issued 12/31/96, $1,856,660 including                                        
                      interest, due  1/2/97 (collateralized by                                            
                      $2,212,000 Federal National Mortgage Association                                    
                      Adjustable Rate Mortgage Bonds, due 5/1/35)                                         

                    Excess of payables over cash and receivables                     (452,664)       (.92)

                    NET ASSETS                                                    $48,801,460      100.00%

<FN>                                                                                                      
<F1> Securities listed are common stocks unless otherwise indicated.                                      
<F2>Indicates security which has not paid dividends during the preceding                                  
twelve months.                                                                                            
</FN>                                                                                                     

See Notes to Financial Statements                                               

                                                        · Enlarge/Download Table

Statement of Assets and Liabilities                                                       
as of December 31, 1996                                                                   

                                                                                          
Assets           Investment in securities,                                                
                   at market (cost: $17,990,233)                  $47,398,124             
                 Repurchase agreements,                                                   
                   (cost: $1,856,000)                               1,856,000             
                 Cash                                                  12,096             
                 Dividends and interest receivable                      2,180             
                 Receivable for Fund's shares sold                     15,890             
                 Other assets                                          12,430  $49,296,720

Liabilities      Payable for adviser and management services           31,001             
                 Payable for distribution plan                         28,985             
                 Payable for Fund's shares repurchased                417,974             
                 Accounts payable and accrued expenses                 17,300      495,260

Net Assets       Capital stock ($.01 par value, 2,440,169 shares                          
                   outstanding, 25,000,000 authorized)                 24,401             
                 Paid-in capital                                   19,359,941             
                 Undistributed investment income                        9,793             
                 Undistributed realized capital gains                   (566)             
                 Unrealized gains                                  29,407,891  $48,801,460

                 Net asset value per share                                          $20.00

See Notes to Financial Statements                                               

                                                                · Download Table

Statement of Operations                                                             
for the year ended December 31, 1996                                                

                                                                                    
Investment Income                                                                   
                 Income:                                                            
                   Dividends                                $   721,999             
                   Interest                                     118,270  $   840,269
                 Expenses:                                                          
                   Investment advisory fee                      178,474             
                   Business management fee                      172,781             
                   Distribution fee                             116,761             
                   Transfer agency fee and expenses              75,436             
                   Auditing and legal fees                       28,096             
                   Custodian fee and expenses                    37,569             
                   Directors' fees                                8,000             
                   Postage, stationery and supplies               5,051             
                   Reports to shareholders                      14,892              
                   Registration and prospectus expense           14,384             
                   Other                                         21,813     673,257 
                     Net investment income                                   167,012

Realized and Unrealized Gain on Investments                                         
                 Net realized gain on equities, identified                          
                   cost basis                                 1,829,459             
                 Net realized gain on options, identified                           
                   cost basis                                    45,648             
                 Net change in unrealized gain                4,460,111             
                   Net realized and change in unrealized                            
                     gain on investments                                   6,335,218
                 Net increase in net assets resulting from                          
                   operations                                             $6,502,230


See Notes to Financial Statements                                               

                                                        · Enlarge/Download Table

Statement of Changes in Net Assets                                                         

                                                            For the year ended December 31,
                                                                   1996           1995     
                                                                                           
Increase in Net Assets                                                                     
                 Operations:                                                               
                   Net investment income                     $     167,012  $     345,826  
                   Net realized gain on equity investments       1,829,459      2,028,012  
                   Net realized gain on option contracts            45,648              0  
                   Net change in unrealized gain on                                        
                     investments                                4,460,111      11,999,577  
                     Net increase in net assets                                            
                       resulting from operations                 6,502,230     14,373,415  

                 Dividends and Distributions Paid to                                       
                   Shareholders:                                                           
                   Dividends from net investment income          (156,885)      (336,934)  
                   Distributions from net realized gains       (1,874,144)    (2,029,200)  
                     Total                                     (2,031,029)    (2,366,134)  

                 Capital Stock Transactions:                                               
                   Net decrease in net assets resulting                                    
                     from capital stock transactions           (1,066,834)      (324,849)  
                     Total increase in net assets                3,404,367     11,682,432  

                 Net Assets:                                                               
                   Beginning of year                            45,397,093     33,714,661  
                   End of year                                 $48,801,460    $45,397,093  


See Notes to Financial Statements                                               

                                                        · Enlarge/Download Table

Financial Highlights                                                                                           
for a share outstanding throughout the fiscal year                                                             

                                                                                For the year ended December 31,
                                                 1996      1995      1994      1993      1992                  
                                                                                                               
Net asset value, beginning of year              $18.19    $13.32    $15.37    $14.16    $12.34                 

Income from investment operations:                                                                             
   Net investment income                           .07       .14       .18       .14       .14                 
   Net realized and unrealized gain (loss)                                                                     
     on investments                               2.60      5.72    (1.61)     1.63       2.03                 
     Total from investment operations             2.67      5.86    (1.43)      1.77      2.17                 

Less Distributions:                                                                                            
   Dividends (from net investment                                                                              
     income)                                     (.07)     (.14)     (.18)     (.14)     (.13)                 
   Distributions (from capital gains)            (.79)     (.85)     (.44)     (.42)     (.22)                 
     Total distributions                         (.86)     (.99)     (.62)     (.56)     (.35)                 
Net asset value, end of year                   $20.00    $18.19    $13.32    $15.37    $14.16                  

Total return<F1>                                14.65%    44.25%   (9.32%)    12.52%    17.72%                 

Ratios/supplemental data:                                                                                      
   Net assets, end of year (in thousands)      $48,801   $45,397   $33,715   $39,990   $37,162                 
   Ratio of expenses to average net assets       1.42%     1.46%     1.50%     1.55%     1.55%                 
   Ratio of net income to average net assets      .35%      .87%     1.20%      .87%     1.04%                 
   Average commissions paid<F2>               6.96 cents                                                       
   Portfolio turnover rate                   24.20%    25.65%    13.34%    13.52%    12.89%                    

<FN>                                                                                                           
<F1> Excludes maximum sales charge of 4.75% of the Fund's offering price.                                      
<F2> Brokerage commissions paid on portfolio transactions increase the cost                                    
of securities being purchased or reduce the proceeds of securities sold,                                       
and  are not reflected in the Fund's statement of operations.  Shares                                          
traded on a principal basis, such as most over-the-counter and fixed-income                                    
transactions, are excluded.                                                                                    
</FN>                                                                                                          

See Notes to Financial Statements                                               

Notes to Financial Statements                                                   

Note 1_Summary of Significant Accounting Policies                               

The Growth Fund of Washington, Inc. (the "Fund") was incorporated in  
Maryland on May 24, 1985.  The Fund is registered under the Investment          
Company Act of 1940, (the "Act") as amended, as an open-end, diversified        
investment company.  The Fund's objective is to provide for long-term           
growth of capital by investing primarily in securities of companies             
headquartered or having a major place of business in Washington, D.C.,          
Maryland or Virginia.  Washington Investment Advisers, Inc. is the Fund's       
investment adviser (the "Investment  Adviser").  Washington Management          
Corporation is the Fund's business manager (the "Business Manager").  The       
Investment Adviser and the Business Manager are wholly owned subsidiaries       
of The Johnston-Lemon Group, Incorporated.  Vista Fund Distributors, Inc.       
(the "Distributor"), a wholly owned subsidiary of The BISYS Group, Inc., is     
the distributor of the Fund's shares.                                           

Security Valuation: Securities (except for short-term obligations) are
valued at the last sales price on the exchange or national securities           
market on which the securities primarily are traded.  Securities not listed     
on an exchange or national securities market, or securities in which there      
were no reported transactions, are valued at the latest reliable quoted bid     
price.  Short-term obligations with maturities of 60 days or less are           
valued at amortized cost, which approximates market value.  Any securities      
for which reliable recent market quotations are not readily available are       
valued at fair value as determined in good faith by a committee appointed       
by the Board of Directors.                                                      

Premiums received for covered call options written are deferred until 
the contract expires or is closed.  Such premiums are valued at the last        
sales price of the option or, in the absence of a sale, the mean between        
the last reliable bid and ask price.                                            

Securities Transactions and Investment Income:  Securities            
transactions are recorded on a trade date basis.  Realized gain and loss        
from securities transactions are recorded on the identified cost basis.         
Dividend income is recorded on the ex-dividend date and interest income,        
including, where applicable, amortization of discount on short-term             
investments, is recorded on the accrual basis.                                  

Pursuant to the custodian agreement, the Fund received credits against
its custodian fee for imputed interest on certain balances with the             
custodian bank.  The custodian fee of $37,569 includes $2,254 that was paid     
by these credits rather than in cash.                                           

Federal Income Taxes:  It is the Fund's policy to continue to comply  
with the requirements of the Internal Revenue Code applicable to regulated      
investment companies and to distribute all of its taxable income, including     
any net realized gain on investments, to its shareholders.  Therefore, no       
federal income tax provision is required.  Cost of securities for tax           
purposes is the same as for financial reporting purposes.                       

Note 2_Investment Adviser and Business Management Fees and Other                
Transactions with Affiliates                                                    

Pursuant to the Investment Advisory Agreement, the Investment Adviser 
receives a fee of 0.375% per annum on the Fund's net assets up to               
$100,000,000, decreasing to 0.35% on the net assets in excess of                
$100,000,000.  The Business Management Agreement provides that the Business     
Manager receive a fee of 0.375% per annum on the Fund's first $40,000,000       
of  net assets, 0.30% on net assets in excess of $40,000,000 but not            
exceeding $100,000,000 and 0.25% on net assets in excess of $100,000,000.       
The fees are computed daily and paid monthly.  The Fund pays all expenses       
not assumed by the Investment Adviser or Business Manager but will be           
reimbursed in equal parts out of fees paid to those parties to the extent       
certain of its expenses exceed applicable state limits.  No such limits         
were exceeded during the year ended December 31, 1996.  Expenses paid by        
the Fund include custodian, stock transfer and dividend disbursing fees;        
accounting and recordkeeping expenses; Distribution Plan expenses; costs of     
designing, printing, and mailing reports, prospectuses, proxy statements        
and notices to its shareholders; taxes and insurance; expenses of the           
issuance, sale, or repurchase of shares of the Fund (including federal          
registration and state fees); legal and auditing fees and expenses;             
compensation, fees and expenses paid to Directors who are not interested        
persons of the Fund; association dues; and costs of stationery and forms        
prepared exclusively for the Fund.                                              

Pursuant to a Distribution Plan, the Fund pays a fee at a maximum     
annual rate of 0.25% of the Fund's net assets.  Payments under this plan        
are primarily intended to result in the sale and retention of Fund shares       
including, but not limited to, advertising, salaries and other expenses of      
the Distributor relating to selling or servicing efforts, expenses of           
organizing and conducting sales seminars, printing of prospectuses and          
reports for other than existing shareholders, preparation and distribution      
of advertising material and sales literature and payments to dealers whose      
customers purchase Fund shares.                                                 

Vista Fund Distributors, Inc. received $13,111  (after allowances to  
dealers), as its portion of the sales charge paid by purchasers of the          
Fund's shares.  Sales charges are not an expense of the Fund and hence are      
not reflected in the accompanying Statement of Operations.  Johnston, Lemon     
& Co. Incorporated, a wholly owned subsidiary of The Johnston-Lemon Group,      
Incorporated, earned $67,317 on its retail sales of shares of the Fund and      
Distribution Plan fee and received no brokerage commissions resulting from      
purchases and sales of securities for the investment account of the Fund.       

All Officers and two Directors of the Fund are "affiliated persons"   
(as defined in the Act) of the Investment Adviser or Business Manager and       
received no remuneration from the Fund in such capacities.                      

Note 3_Investment Transactions                                                  

The Fund made purchases of investment securities, other than          
short-term securities, of $10,980,566 and sales of $13,048,373 during the       
year ended December 31, 1996.  Net unrealized gains at December 31, 1996        
include unrealized gains of $29,743,866 and unrealized losses of $335,975.      

The Fund may buy and sell put and call options, or write covered call 
options on portfolio securities in order to produce incremental earnings or     
protect against changes in the value of portfolio securities.  The Fund         
generally purchases put options or writes covered call options to hedge         
against adverse movements in the value of portfolio holdings.  When a call      
option is written, the Fund receives a premium and becomes obligated to         
sell the underlying security at a fixed price, upon exercise of the option.     
The Fund segregates assets to cover its obligations under option contracts.     
The Fund will realize a gain or loss upon the expiration or closing of the      
option transaction.  Options written are reported as a liability in the         
Statement of Assets and Liabilities.  Gains or losses are reported in the       
Statement of Operations.                                                        

The risk in writing a call option is that the Fund gives up the       
opportunity for profit if the market price of the security increases and        
the option is exercised.  The risk in buying an option is that the Fund         
pays a premium whether or not the option is exercised.  The Fund also has       
the additional risk of not being able to enter into a closing transaction       
if a liquid secondary market does not exist.                                    

The following summarizes written option contract activity during the  
year :                                                                          

                              Number
                              of
                                       Contracts  Amount
Outstanding at January 1, 1996                        200     $45,648           
Contracts opened                                        0           0           
Expired during period                               (200)    (45,648)           
Outstanding at December 31, 1996                        0 $         0           

Note 4_Capital Stock Transactions                                               

Transactions in capital stock were:                                             

                                  For the Year Ended
                                   December 31
                                   1996             1995
In shares:                                                                      
Shares sold                                   108,114          145,686          
Shares issued in rein-                                                          
vestment of dividends                        92,912          123,106        
Total shares issued                           201,026          268,792          
Shares redeemed                             (257,397)        (303,237)          
Net decrease                                 (56,371)         (34,445)          

In dollars:                                                                     
Shares sold                               $ 2,072,038       $2,311,798          
Shares issued in rein-                                                          
vestment of dividends                     1,861,005        2,172,864        
Total shares issued                         3,933,043        4,484,662          
Shares redeemed                           (4,999,877)      (4,809,511)          
Net decrease                             $(1,066,834)     $  (324,849)          

Report of Independent Accountant                                                

The Board of Directors and Shareholders                                         
The Growth Fund of Washington, Inc.                                             
Washington, DC                                                                  

We have audited the accompanying statement of assets and liabilities  
and investment portfolio of The Growth Fund of Washington, Inc. as of           
December 31, 1996, the related statement of operations for the year then        
ended, the statement of changes in net assets for each of the two years in      
the period then ended, and the financial highlights for each of the five        
years in the period then ended.  These financial statements and financial       
highlights are the responsibility of the Fund's management.  Our                
responsibility is to express an opinion on these financial statements and       
financial highlights based on our audits.                                       

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to       
obtain reasonable assurance about whether the financial statements and          
financial highlights are free of material misstatement.  An audit includes      
examining on a test basis, evidence supporting the amounts and disclosures      
in the financial statements and financial highlights.  Our procedures           
included confirmation of securities owned as of December 31,                    
1996, by correspondence with the custodian and brokers.  An audit also          
includes assessing the accounting principles used and significant estimates     
made by management, as well as evaluating the overall financial statement       
presentation.  We believe our audits provide a reasonable basis for our         
opinion.                                                                        

In our opinion, the financial statements and financial highlights     
referred to above present fairly, in all material respects, the financial       
position of The Growth Fund of Washington, Inc. as of December 31, 1996,        
the results of its operations for the year then ended, the changes in its       
net assets for each of the two years in the period then ended, and the          
financial highlights for each of the five years in the period then ended in     
conformity with generally accepted accounting principles.                       

                               (Signature)

                               JOHNSON LAMBERT & CO.

Bethesda, MD                                                                    
January 27, 1997                                                                

(Logo)                                                                          
THE                                                                             
GROWTH FUND                                                                     
OF WASHINGTON                                                                   

Board of Directors                                                              

James H. Lemon, Jr.                                                             
Chairman                                                                        
Chairman of the Board and Chief Executive Officer,                              
The Johnston-Lemon Group, Incorporated                                          

Harry J. Lister                                                                 
President                                                                       
President, Washington Management Corporation                                    

Cyrus A. Ansary                                                                 
President, Investment Services International Company                            

T. Eugene Smith                                                                 
President, T. Eugene Smith Inc.                                                 

Leonard P. Steuart II                                                           
Vice President, Steuart Investment Co.                                          

Margita E. White                                                                
President, Association for Maximum Service Television, Inc.                     

Officers                                                                        

Stephen Hartwell                                                                
Executive Vice President                                                        
Chairman of the Board, Washington Management Corporation                        

Howard L. Kitzmiller                                                            
Senior Vice President,                                                          
Secretary and Treasurer                                                         
Senior Vice President, Secretary and Assistant Treasurer,                       
Washington Management Corporation                                               

Prabha S. Carpenter                                                             
Vice President                                                                  
Vice President, Washington Investment Advisers, Inc.                            

Lois A. Erhard                                                                  
Vice President                                                                  
Vice President, Washington Management Corporation                               

Michael W. Stockton                                                             
Assistant Vice President,                                                       
Assistant Secretary,                                                            
and Assistant Treasurer                                                         
Assistant Vice President and Assistant Treasurer,                               
Washington Management Corporation                                               

J. Lanier Frank                                                                 
Assistant Vice President                                                        
Assistant Vice President, Washington Management Corporation                     

(Logo)                                                                          
Vista                                                                           
Family of Mutual Funds                                                          

Vista Service Center                                                            
P.O. Box 419392                                                                 
Kansas City, MO 64141-6392                                                      
1-800-34-VISTA                                                                  

Office of the Fund and                                                          
Business Manager                                                                

Washington Management Corporation                                               
1101 Vermont Avenue, NW                                                         
Washington, DC 20005                                                            
(202) 842-5665                                                                  

Investment Adviser                                                              

Washington Investment Advisers, Inc.                                            
1101 Vermont Avenue, NW                                                         
Washington, DC 20005                                                            

Custodian                                                                       

The Chase Manhattan Bank                                                        
One Chase Manhattan Plaza                                                       
New York, NY 10081                                                              

Transfer Agent                                                                  

DST Systems, Inc.                                                               
210 West 10th Street                                                            
Kansas City, MO 64105                                                           
800-34-VISTA                                                                    

Distributor                                                                     

Vista Fund Distributors, Inc.                                                   
125 West 55th Street                                                            
New York, NY 10019                                                              

Counsel                                                                         

Dechert Price & Rhoads                                                          
1500 K Street, NW                                                               
Washington, DC 20005                                                            

Independent Accountants                                                         

Johnson Lambert & Co.                                                           
7500 Old Georgetown Road                                                        
Bethesda, MD 20814                                                              

This report is for the information of the shareholders of The Growth Fund       
of Washington, Inc., but it may be used as sales literature when preceded       
or accompanied by the current prospectus, which gives details about             
charges, expenses, investment objectives and operating policies of the          
Fund. If used as sales material after March 31, 1997, this report must also     
be accompanied by the Fund's most recent calendar quarter statistical           
update.                                                                         

Vista Fund Distributors, Inc., is unaffiliated with the Fund's Business         
Manager or Investment Adviser.                                                  

GFW-3                                                                           

The Growth Fund of Washington, Inc.                                             
1101 Vermont Avenue, NW                                                         
Washington, DC 20005                                                            

Dates Referenced Herein   and   Documents Incorporated By Reference

This N-30D Filing   Date   Other Filings
12/31/9524F-2NT, N-30D, NSAR-B
For The Period Ended12/31/9624F-2NT, NSAR-B
1/27/97
2/18/97
Filed On / Filed As Of2/26/97
3/31/97
 
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