<PAGE> 1
[FPA PARAMOUNT FUND, INC. LETTERHEAD]
(310) 996-5430
VIA EDGAR
November 28, 1995
Securities and Exchange Commission
Attention: Filing Desk, Stop 1-4
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: FPA Paramount Fund, Inc. ("Fund")
SA File No. 2-14660
ICA File No. 811-852
Rule 24f-2 Notice
Gentlemen:
In accordance with the provisions of Rule 24f-2 ("Rule 24f-2") of the
Investment Company Act of 1940, as amended ("Act"), the Fund hereby files one
manually signed copy of its Rule 24f-2 Notice ("Notice"), together with an
opinion of counsel as an exhibit thereto.
This Notice is filed for the Fund's fiscal year ended September 30, 1995
("Fiscal Year"), and relates to shares of Common Stock, $0.25 par value
("Shares"), of the Fund.
At the beginning of the Fiscal Year, no Shares had been registered under the
Securities Act of 1933 (other than pursuant to Rule 24f-2) and remained unsold.
During the Fiscal Year, No Shares were registered other than pursuant to Rule
24f-2.
During the Fiscal Year, 12,793,621 Shares were sold exclusive of 2,920,062
Shares issued upon reinvestment of dividends and distributions without the
imposition of a sales charge.
During the Fiscal Year, 12,793,621 Shares were sold in reliance upon the
registration of an indefinite number of Shares pursuant to Rule 24f-2.
Attached to this Notice, and made a part hereof, is an opinion of counsel
indicating that the Shares, the registration of which this Notice makes
definite in number, were legally issued, fully paid and non-assessable.
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Securities and Exchange Commission
November 28, 1995
Page Two
In accordance with subsection (c) of Rule 24f-2, a registration fee of
$43,710.57 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)
of the Act in filings made pursuant to Section 24(e)(1) of the Act. Such
computation is as follows:
<TABLE>
<CAPTION>
<S> <C>
Aggregate Sales Price for Shares Sold $188,206,006
During Fiscal Year Under Rule 24f-2
Reduced by the difference between:
1. Aggregate Redemption Price of $ 61,445,359
Shares Redeemed during the
Fiscal Year
and
2. Aggregate Redemption Price of
Redeemed Shares Previously
Applied by Fund Pursuant to
Section 24(e)(1) of the Act $ -0-
------------
Equals $126,760,647
</TABLE>
A certified check in the amount of $43,710.57 in payment of the registration
fee has been forwarded to the SEC lockbox on November 21, 1995.
Very truly yours,
/s/ JULIO J. DE PUZO, JR.
- -----------------------------
Julio J. de Puzo, Jr.
Treasurer
Encs.
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[O'MELVENY & MYERS LETTERHEAD]
Writer's Direct Dial Number
(310) 246-6895
November 28, 1995
Our File Number
253,713-999
FPA Paramount Fund, Inc.
11400 West Olympic Boulevard
Los Angeles, California 90064
Gentlemen:
At your request, we have examined the form of Rule 24f-2 Notice (the
"Notice") proposed to be filed by you with the Securities and Exchange
Commission (the "Commission") not later than November 30, 1995. The Notice
states that during the fiscal year ended September 30, 1995 you issued and
sold 12,793,621 shares of your Common Stock, $.25 par value (the "Shares"), in
reliance upon your registration of an indefinite number of shares pursuant to
Rule 24f-2 under the Investment Company Act of 1940, as amended. We are
familiar with the proceedings taken by you in connection with the
authorization, issuance and sale of the Shares.
Based upon our examination and upon our knowledge of your corporate
activites, and assuming, without independent verification, that the Shares were
sold in compliance with applicable Blue Sky laws and in the manner referred to
in your Registration Statement on Form N-1A filed under the Securities Act of
1933, as amended, it is our opinion that the Shares were validly issued, fully
paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Notice.
Respectfully submitted,
/s/ O'MELVENY & MYERS
