<PAGE> 1
[VAN KAMPEN/AMERICAN CAPITAL LETTERHEAD]
February 27, 1995
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, NW
Attention: Filing Desk
Stop 1-4
Washington, D.C. 20549-1004
Re: American Capital Equity Income Fund, Inc.
Rule 24f-2 Notice
File No. 2-15957
No. 811-919
Gentlemen:
In accordance with the provisions of Rule 24f-2, American Capital
Equity Income Fund, Inc. (the "Fund") hereby files its 24f-2 Notice.
This Rule 24f-2 Notice is filed for the Fund's fiscal year ended
December 31, 1994, (the "Fiscal Year"), and relates to shares of Capital Stock,
$0.01 par value (the "Shares") of the Fund.
0 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.
0 Shares were registered during the Fiscal Year, other than pursuant
to Rule 24f-2.
51,268,389 Shares were sold during the Fiscal Year (consisting of
17,663,518 Class A shares, 29,471,357 Class B shares and 4,133,514 Class C
shares) exclusive of 3,602,672 Shares (consisting of 1,805,958 Class A shares,
1,635,157 Class B shares and 161,557 Class C shares) issued upon reinvestment
of dividends or distributions without the imposition of a sales charge.
51,268,389 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 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 nonassessable.
<PAGE> 2
Securities and Exchange Commission
Page Two
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 $ 277,150,643
Reduced by the difference between:
(1) Aggregate Redemption Price of Shares
Redeemed during the Fiscal Year $ 66,702,497
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-
Equals $ 210,448,146
-------------
</TABLE>
The required fee, in the amount of $72,568.83 has been wired to the
Securities and Exchange Commission and is located under the name of American
Capital Management & Research, Inc., CIK #0000925506, and the funds are non-
restricted. Any questions regarding this filing should be addressed to the
undersigned at the above address.
Very truly yours,
/s/ NORI L. GABERT
----------------------------
Nori L. Gabert
<PAGE> 1
O'MELVENY & MYERS
400 SOUTH HOPE STREET
LOS ANGELES, CALIFORNIA 90071-2899
TELEPHONE (213) 669-6000
FACSIMILE (213) 669-6407
February 16, 1995
WRITER'S DIRECT DIAL NUMBER OUR FILE NUMBER
(213) 669-6690 019,365-999
LA1-655918.V1
American Capital Equity Income Fund, Inc.
2800 Post Oak Boulevard
Houston, TX 77056
Ladies and 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 not later than February 28, 1995. The Notice states that during the
fiscal year ended December 31, 1994, you issued and sold 51,268,389 shares of
your Capital Stock, $.01 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
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 your Registration Statement on Form N-1A filed under the
Securities Act of 1933, it is our opinion that the Shares constituted validly
issued, fully paid and nonassessable shares of your Capital Stock.
We consent to the filing of this opinion as an exhibit to the Notice.
Respectfully submitted,
/s/ 0'MELVENY & MYERS
-----------------------------------
0'MELVENY & MYERS
