April 12, 1995
Document Control
Securities and Exchange Commission
Judiciary Plaza
450 5th Street, N.W.
Washington, D. C. 20549
Re: Rule 24f-2 Notice for AMCAP Fund, Inc.
File No. 2-26516
Gentlemen:
This Rule 24f-2 Notice is being filed for the fiscal year ended February
28, 1995 ("Fiscal Year").
35,758,474 shares were sold during the Fiscal Year at an aggregate sales
price of $435,955,616.
Shares registered pursuant to Rule 24f-2
Aggregate sales price for 35,758,474 shares
sold during Fiscal Year pursuant to Rule 24f-2......... $435,955,616
Reduced by the difference between:
(1) Aggregate redemption price of 49,806,739 shares
redeemed during the Fiscal Year ................$605,580,715
and
(2) Aggregate redemption price of redeemed shares
previously applied by Fund pursuant to Rule
24e-2(a) in filings made pursuant to Section
24(e)(1) of Investment Company Act of 1940 ............None
Equals ............................................($169,625,099)
Shares registered other than pursuant to Rule 24f-2
Shares of capital stock previously registered (other
than pursuant to Rule 24f-2) which remained unsold at
March 1, 1994, the beginning of the Fiscal Year ..........9,113,172
Shares of capital stock registered (other than
pursuant to Rule 24f-2) during the Fiscal Year ..........18,775,013
TOTAL .................................................27,888,185
After computing the registration fee in accordance with subsection (c) of
Rule 24f-2, no filing fee is required as the aggregate price of shares redeemed
during the fiscal year exceeded the aggregate price of shares sold.
Attached to this Rule 24f-2 Notice, and made a part hereof, is an opinion
of counsel indicating that the securities, the registration of which this
Notice makes definite in number, were legally issued, fully paid, and
nonassessable.
Any questions regarding this matter should be addressed to Julie F.
Williams, Secretary, at the above address.
Very truly yours,
Julie F. Williams
Enclosures
March 31, 1995
AMCAP Fund, Inc.
333 South Hope Street
Los Angeles, California 90071
Re: Issuance and Sale of 35,758,474 Shares of AMCAP Fund, Inc.
Ladies and Gentlemen:
AMCAP Fund, Inc. (the "Fund") has requested our opinion in connection with
the registration for offer and sale by the Fund of 35,758,474 shares of capital
stock of the Fund for the period March 1, 1994 through February 28, 1995
inclusive ("Fiscal 1994"). We understand that a copy of this opinion will be
provided to the Securities and Exchange Commission pursuant to Rule 24f-2(b)(1)
under the Investment Company Act of 1940, as amended.
We have examined documents relating to the organization of the Fund and the
authorization for registration and issuance of shares of the Fund. We have
also examined a Certificate of the Assistant Treasurer dated March 20, 1995,
relating to the number of shares of the Fund sold by the Fund during Fiscal
1994.
Based upon and subject to the foregoing, we are of the opinion that:
The issuance and sale of the Stock by the Fund have been duly and validity
authorized by all appropriate corporate action and, assuming delivery thereof
and payment therefor was in accordance with the description set forth in the
Fund's current prospectus under the Securities Act of 1933, the Stock will be
duly authorized and validly issued, fully paid and nonassessable when sold.
We consent to the submission of a copy of this opinion to the Securities and
Exchange Commission in connection with the filing of the Fund's Rule 24f-2
Notice for Fiscal 1994, as contemplated in Rule 24f-2(b)(1) under the
Investment Company Act of 1940, as amended.
The opinion given above is subject to the condition that the Fund will comply
with the provisions of any applicable laws, regulations and permits of any
state or foreign country in which any of the Stock is sold.
Very truly yours,
/s/ Morrison & Foerster
