February 17, 1995
Document Control
Securities and Exchange Commission
Judiciary Plaza
450 5th Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
American Balanced Fund, Inc.
File No. 2-10758
Gentlemen:
This Rule 24f-2 Notice is being filed for the fiscal year ended December 31,
1994 ("Fiscal Year"). Five copies of this Notice are enclosed in accordance
with the provisions of Rule 24f-2.
The aggregate sales price of the 54,791,351 shares sold during the Fiscal Year
was $669,530,000.
Shares registered pursuant to Rule 24f-2
Aggregate sales price of the 54,791,351 shares
sold during Fiscal Year pursuant to Rule 24f-2.......$669,530,000
Reduced by the difference between:
(1) Aggregate redemption price of 24,180,499
shares redeemed during the Fiscal Year...........$294,907,000
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...............................................$374,623,000
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
January 1, 1994, the beginning of the Fiscal Year...........None
Shares of capital stock registered (other than
pursuant to Rule 24f-2) during the Fiscal Year..............None
TOTAL........................................None
Shares of previously registered capital stock
sold during the Fiscal Year.................................None
Registered shares of capital stock of the Fund remaining
unsold at the end of the Fiscal Year........................None
Net shares registered pursuant to Rule 24f-2
(54,791,351 shares less 24,180,499 shares)............30,610,852
Reduced by shares registered other than pursuant
to Rule 24f-2...............................................None
Shares on which fee is calculated.....................30,610,852
After computing the registration fee in accordance with subsection (c) of Rule
24f-2, we have wired the amount of $129,181.25 to Mellon Bank in payment of
that fee.
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 Patrick F. Quan,
Secretary, at the above address.
Very truly yours,
Patrick F. Quan
Secretary
/pfq
Enclosures
cc: Cary I. Klafter, Esq.
February 16, 1995
American Balanced Fund, Inc.
Four Embarcadero Center, Suite 1800
San Francisco, California 94111
Re: Issuance and Sale of 54,791,351 shares American Balanced Fund, Inc.
Ladies and Gentlemen:
American Balanced Fund, Inc. (the "Fund") has requested our opinion in
connection with the offer and sale by the Fund of 54,791,351 capital shares of
the Fund (the "Stock") during the period January 1, 1994 through December 31,
1994 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 and issuance of shares of the Fund. We have also examined a
certificate of the Assistant Treasurer of the Fund, dated February 1, 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 validly
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 prospectuses under the Securities Act of 1933, the Stock has
been duly authorized and is validly 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 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 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,
/s/ Morrison & Foerster
