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 Investment Company of America
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: 811-116
SECURITIES ACT FILE NUMBER: 2-10811
4. LAST DAY OF FISCAL YEAR FOR WHICH THIS NOTICE IS FILED:
December 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):
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:
8. NUMBER AND AMOUNT OF SECURITIES REGISTERED DURING THE FISCAL YEAR OTHER
THAN PURSUANT TO RULE 24F-2:
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:
154,894,329 shares $3,672,880,000
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):
70,957,086 shares $1,707,735,000
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): $3,672,880,000
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): +1,707,735,000
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): -3,234,297,000
(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) $2,146,318,000
(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)]: $650,399.39
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:
February 21, 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)*
_____________________________________________________
Vincent P. Corti
Secretary
Date February 24, 1997
* Please print the name and title of the signing officer below the
signature.
February 24, 1997
The Investment Company of America
333 South Hope Street
Los Angeles, CA 90071
Ladies and Gentlemen:
At your request, we have examined your Registration Statement on Form N-1 and
Post-Effective Amendment No. 100 thereto on Form N-1A as filed by you with the
Securities and Exchange Commission (the "Commission") in connection with the
registration under the Securities Act of 1933, as amended, of an indefinite
number of shares of your Common Stock, $1 par value, pursuant to Rule 24f-2
under the Investment Company Act of 1940. We have also examined the form of
Rule 24f-2 Notice proposed to be filed by you with the Commission not later
than the end of February 1997, which indicates that during the fiscal year
ended December 31, 1996 you issued and sold 225,851,415 shares of stock
pursuant to said indefinite registration (the "Shares"), including 70,957,086
shares issued in connection with dividend and capital gains reinvestment plans.
We are familiar with the proceedings taken by you in connection with the
authorization and issuance of the Shares.
Based upon our examination and upon our knowledge of your corporate
activities, and assuming, without independent verification, that the Shares
were sold in compliance with applicable Blue Sky laws and in the manner
referred to in the Registration Statement, it is our opinion that the Shares
constitute legally issued, fully paid and nonassessable shares of your Common
Stock.
We consent to the filing of this opinion as an exhibit to the Rule 24f-2
Notice.
Respectfully submitted,
O'MELVENY & MYERS LLP
