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:
AMCAP Fund, Inc.
333 South Hope Street
Los Angeles, CA 90071
2. NAME OF EACH SERIES OR CLASS OF FUNDS FOR WHICH THIS NOTICE IS FILED:
3. INVESTMENT COMPANY ACT FILE NUMBER: 811-1335
SECURITIES ACT FILE NUMBER: 2-26516
4. LAST DAY OF FISCAL YEAR FOR WHICH THIS NOTICE IS FILED:
February 29, 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):
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:
25,250,114 SHARES $264,509,596
8. NUMBER AND AMOUNT OF SECURITIES REGISTERED DURING THE FISCAL YEAR OTHER
THAN PURSUANT TO RULE 24F-2:
14,067,394 SHARES $169,915,099
9. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES SOLD DURING THE FISCAL YEAR:
50,519,240 SHARES $695,807,000
10. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES SOLD DURING THE FISCAL YEAR
IN RELIANCE UPON REGISTRATION PURSUANT TO RULE 24F-2:
36,019,892 shares $496,828,000
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):
22,741,455 shares $305,933,000
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): $496,828,000
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): +305,933,000
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 603,782,000
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): - 198,979,000
(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) $ 0
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation
(see Instruction C.6): x 1/2900
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $ 0
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).
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Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: N/A
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)* ____________________________________
Julie F. Williams
Secretary
Date April 18, 1996
* Please print the name and title of the signing officer below the
signature.
April 16, 1996
AMCAP Fund, Inc.
333 South Hope Street
Los Angeles, CA 90071
Re: Issuance of 58,761,347 Shares of AMCAP Fund, Inc.
Ladies and Gentlemen:
AMCAP Fund, Inc. (the "Fund") has requested our opinion in connection with the
issuance by the Fund of 58,761,347 capital shares of the Fund (the "Stock")
during the period March 1, 1995 through February 29, 1996 inclusive ("Fiscal
1995"). 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 and issuance of shares of the Fund. We have also examined a
certificate of the Assistant Treasurer of the Fund, dated March 29, 1996,
relating to the number of shares of the Fund issued by the Fund during Fiscal
1995.
Based upon and subject to the foregoing, we are of the opinion that:
The issuance of the Stock by the Fund has been duly and validly authorized by
all appropriate corporate action and, assuming delivery by sale or in accord
with the Fund's dividend reinvestment plan in accordance with the description
set forth in the Fund's current prospectus under the Securities Act of 1933,
the Stock was legally issued, fully paid and nonassessable.
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 1995, 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 shall have
complied with the provision of any applicable laws, regulations and permits of
any state or foreign country in which any of the Stock was sold or was issued
in accord with the Fund's dividend reinvestment plan.
Very truly yours,
MORRISON & FOERSTER LLP
