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:
The Growth Fund of America, Inc.
P.O. Box 7650
San Francisco, CA 94120
2. NAME OF EACH SERIES OR CLASS OF FUNDS FOR WHICH THIS NOTICE IS FILED:
The Growth Fund of America, Inc.
3. INVESTMENT COMPANY ACT FILE NUMBER: 811-862
SECURITIES ACT FILE NUMBER: 2-14728
4. LAST DAY OF FISCAL YEAR FOR WHICH THIS NOTICE IS FILED:
August 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):
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:
N/A
10. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES SOLD DURING THE FISCAL YEAR
IN RELIANCE UPON REGISTRATION PURSUANT TO RULE 24F-2:
88,063,294 shares $2,860,223,000
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):
19,284,224 shares $580,247,000
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): $2,860,223,000
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): +580,427,000
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): -1,851,280,000
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): + 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) $1,589,370,000
(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)]:$481,627.27
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:
October 16, 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/ Patrick F. Quan
Patrick F. Quan
Secretary
Date October 11, 1996
* Please print the name and title of the signing officer below the signature.
October 12, 1996
The Growth Fund of America, Inc.
Four Embarcadero Center
Suite 1800
San Francisco, CA 94111
Re: Issuance and Sale of 107,347,518 Shares of
The Growth Fund of America, Inc.
Ladies and Gentlemen:
The Growth Fund of America, Inc. (the "Fund") has requested our opinion in
connection with the issuance and sale by the Fund of 107,347,518 capital shares
of the Fund (the "Stock") during the period September 1, 1995 through August
31, 1996 inclusive ("Fiscal 1996"). I 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.
I have examined documents relating to the organization of the Fund and the
authorization and issuance of shares of the Fund. I have also examined a
certificate of the Secretary of the Fund, dated October 4, 1996, relating to
the number of shares of the Fund sold by the Fund during Fiscal 1996.
Based upon and subject to the foregoing, I am of the opinion that:
The issuance and sale of the Stock by the Fund have 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 prospectuses under the Securities
Act of 1933, the Stock is legally issued, fully paid, and non-assessable.
I 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 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.
Very truly yours,
Kenneth R. Gorvetzian
KRG/pfq
