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VAN KAMPEN AMERICAN CAPITAL(SM)
_____________________________________________
VAN KAMPEN AMERICAN CAPITAL, INC.
2800 Post Oak Boulevard Houston, Texas 77056
713-993-0500
October 20, 1995
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, NW
Attention: Filing Desk
Stop 1-4
Washington D.C. 20549
Re: American Capital Pace Fund, Inc.
AMENDED Rule 24f-2 Notice
CIK No. 75368
File No. 2-31417
No. 811-1792
Gentlemen:
In accordance with the provisions of Rule 24f-2, American Capital Pace
Fund, Inc. (the "Fund") hereby files its AMENDED 24f-2 Notice.
This AMENDED Rule 24f-2 Notice is filed for the Fund's fiscal year
ended June 30, 1995, (the "Fiscal Year"), and relates to shares of Capital
Stock, $0.50 par value (the "Shares") of the Fund.
20,208,596 Shares had been registered under the Securities Act of 1933
(other than pursuant to Rule 24f-2) and remained unsold at
the beginning of the Fiscal Year.
80,381,188 Shares were registered during the Fiscal Year, other than
pursuant to Rule 24f-2.
89,184,253 Shares were sold during the Fiscal Year (consisting of
73,542,303 Class A shares, 14,291,211 Class B shares and
1,350,739 Class C shares) exclusive of 25,645,664 Shares
(consisting of 25,119,379 Class A shares, 507,973 Class B
shares and 18,312 Class C shares) issued upon reinvestment of
dividends or distributions without the imposition of a sales
charge.
-0- Shares were sold during the Fiscal Year in reliance upon the
registration of an indefinite number of Shares pursuant to
Rule 24f-2. Attached to this Rule 24f-2 indicating that the
Shares, the registration of which this Notice makes definite
in number, were legally issued, fully paid, and nonassessable.
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In accordance with subsection (c) of Rule 24f-2. a registration fee is
payable, based upon the actual aggregate price for which Shares were sold
during the Fiscal Year under Rule 24f-2, reduced by the difference between
(1) the actual aggregate redemption price of Shares redeemed by the Fund during
the Fiscal Year, and (2) the actual aggregate redemption price of such redeemed
Shares previously applied by the Fund pursuant to Rule 24e-2(a) in filings made
pursuant to Section 24(e)(1) of the Investment Company Act of 1940. Such
computation is as follows:
<TABLE>
<S> <C>
Aggregate Sales Price for Shares Sold During
Fiscal Year Under Rule 24f-2 $ -0-
Reduced by the difference between:
(1) Aggregate Redemption Price of Shares
Redeemed during the Fiscal Year $1,216,325,697
and
(2) Aggregate Redemption Price of Redeemed
Shares Previously Applied by Fund
Pursuant to Section 24(e)(1) of
Investment Company Act of 1940
$ -0-
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EQUALS $ -0-
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</TABLE>
No fee is due with this filing. Any questions regarding this filing
should be addressed to the undersigned at the above address.
Very truly yours,
/s/ HUEY P. FALGOUT, JR.
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Huey P. Falgout, Jr.
