U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20594
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:
Washington Mutual Investors Fund, Inc.
1101 Vermont Avenue, N.W.
Washington, DC 20005
2. NAME OF EACH SERIES OR CLASS OF FUNDS FOR WHICH THIS NOTICE IS FILED:
Washington Mutual Investors Fund
3. INVESTMENT COMPANY ACT FILE NUMBER: 811-604
SECURITIES ACT FILE NUMBER: 2-11051
4. LAST DAY OF FISCAL YEAR FOR WHICH THIS NOTICE IS FILED:
April 30, 1997
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):
N/A
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:
215,746,819 shares $5,452,153,410
10. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES SOLD DURING THE FISCAL YEAR
IN RELIANCE UPON REGISTRATION PURSUANT TO RULE 24F-2:
215,746,819 shares $5,452,153,410
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):
67,871,052 shares $1,671,649,379
12. CALCULATION OR REGISTRATION FEE:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10): $5,452,153,410
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): +1,671,649,379
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): -2,605,406,690
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): + N/A
(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) $4,518,396,099
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation
(see Instruction C.6): x 1/3300
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:$1,369,210.94
INSTRUCTION: ISSUERS SHOULD COMPLETE LINES (II), (III), (IV), (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:
Date June 3, 1997
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/ Howard L. Kitzmiller
Name Howard L. Kitzmiller
Title Senior Vice President, Asst Treasurer and Secretary
Date June 4, 1997
* Please print the name and title of the signing officer below the
signature.
June 4, 1997
Washington Mutual Investors Fund, Inc.
1101 Vermont Avenue, N.W.
Washington, D.C. 20005
Re: Rule 24f-2 Notice
Dear Sirs:
You have asked for our opinion with respect to the issuance of 283,617,871
shares of Washington Mutual Investors Fund, Inc. (the "Fund"), a Maryland
corporation, during its fiscal year that ended April 30, 1997. We have
examined and considered such information as we deemed relevant to this matter,
including relevant provisions of the Maryland statutes, the Fund's Articles of
Incorporation, pertinent resolutions adopted by the Fund's directors, and the
Fund's prospectus dated June 22, 1996. Assuming the price received for the
shares complied with provisions of the Fund's prospectus, it is our opinion
that the 283,617,871 shares issued during the Fund's fiscal year ended April
30, 1997, were legally issued in accordance with Maryland law, fully paid and
non-assessable.
We hereby consent to the use of this letter by the Fund in connection with its
Notice filed pursuant to Rule 24f-2 under the Investment Company Act of 1940
filed for its fiscal year that ended April 30, 1997.
Very truly yours,
THOMPSON, O'DONNELL, MARKHAM,
NORTON & HANNON
John Jude O'Donnell
