February 28,
1995
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Attn.: Mr. Frank Donaty, Jr.
Mrs. Patricia P. Williams
Re: Centennial America Fund, L.P./Reg. No. 33-12463;
811-5051
To the Securities and Exchange Commission:
Enclosed for your information and files is a copy of an
electronic
("EDGAR") filing made pursuant to Rule 24f-2 of the Investment
Company Act
of 1940 (the "1940 Act") on February 27, 1995 on behalf of
Centennial
America Fund, L.P. (the "Fund") accompanied by an opinion of
counsel for
the registration of additional shares of the Fund. No filing fee
is
payable. The Fund has previously registered an indefinite number
of
shares pursuant to Rule 24f-2.
The purpose of the Notice is to make definite the
registration of
16,962,107 shares in reliance on Rule 24f-2
Very truly
yours,
/s/ Katherine P. Feld
Katherine P.
Feld
Vice
President &
Associate
Counsel
(212)
323-0252
KPF/gl
Enclosures
cc: Allan B. Adams, Esq.
Lynn Coluccy
Gloria LaFond
SEC/870.24F
<PAGE>
Rule 24f-2 Notice for Centennial America Fund, L.P.
3410 South Galena Street, Denver, CO 80231
(Registration No. 33-12463, File No. 811-5051)
NOTICE IS HEREBY GIVEN that Centennial America Fund, L.P.
having
previously filed in its registration statement a declaration that
an
indefinite number of its shares of beneficial interest were being
registered pursuant to Rule 24f-2 of the Investment Company Act of
1940,
now elects to continue such indefinite registration.
(i) This Notice is being filed for the fiscal year
ended December
31, 1994.
(ii) 1,247,175 shares which had been registered other
than pursuant
to this Rule remained unsold at the beginning of
the above
fiscal year.
(iii) 1,281,876 shares were registered other than
pursuant to this
Rule during the above fiscal year.
(iv) The number of shares sold during the above fiscal
year was
18,665,883. (1)
(v) 16,962,107 shares were sold during the above
fiscal year in
reliance upon registration pursuant to this Rule.
Pursuant to the requirements of the Investment Company Act
of 1940,
the undersigned registrant has caused this notice to be signed on
its
behalf this 22nd day of February, 1995.
Centennial America
Fund, L.P.
By /s/ Robert G. Zack
Robert G. Zack, Assistant
Secretary
______________
(1) The calculation of the aggregate sales price is made pursuant
to Rule
24f-2 of the Investment Company Act of 1940. Based upon an actual
aggregate sales price for which such securities were sold during
the
previous fiscal year of $18,665,883, reduced by an actual
redemption price
of securities of the issuer redeemed during such previous fiscal
year of
$16,962,107 and using 1,703,776 shares previously registered valued
at
$1,703,776, no filing fee is payable. Shares previously registered
remaining unsold total 825,275.
SEC/870.24F
<PAGE>
MYER, SWANSON, ADAMS & WOLF,
P.C.
Attorney At Law
The Colorado State Bank
Building
1600 Broadway - Suite 1850
Denver, Colorado 80202-4918
Telephone (303) 866-9800
Facsimile (303) 866-9818
February 22, 1995
Centennial America Fund, L.P.
3410 South Galena Street
Denver, Colorado 80231
Gentlemen:
In connection with the public offering of the no par value limited
partnership interests ("shares") of Centennial America Fund, L.P.
a
Limited Partnership organized under the laws of the State of
Delaware (the
"Fund"), as counsel for the Fund, we have examined such records and
documents and have made such further investigation and examination
as we
deem necessary for the purposes of this opinion.
We are advised that during the fiscal year ended December 31, 1994,
16,962,107 shares of the Fund were sold in reliance on the
registration
of an indefinite number of shares pursuant to Rule 24f-2 of the
Investment
Company Act of 1940.
It is our opinion that the said shares sold by the Fund in reliance
on
Rule 24f-2 of the Investment Company Act of 1940 are legally issued
and,
subject to the matters mentioned in the next paragraph, fully paid
and
nonassessable by the Fund.
Under Delaware law, as limited partners, shareholders of the Fund
generally are not personally liable for debts and obligations of
the Fund,
a limited partnership. Limited partners may, under certain
circumstances,
be held personally liable as general partners for the obligations
of the
Fund. Limited partners may also, under limited circumstances, be
required
to return amounts previously distributed to them for the benefit of
the
Fund's creditors. The Agreement of Limited Partnership provides
that no
Limited Partner shall be liable for any debts or obligations of the
Partnership and each Limited Partner shall be indemnified by the
Partnership against any such liability; provided, however, that
contributions of a Limited Partner and his share of any
undistributed
assets of the Partnership shall be subject to the risks of the
operations
of the Partnership and subject to the claims of the Partnership's
creditors, and provided further, that after any Limited Partner has
received the return of any part of his contribution or any
distribution
of assets of the Partnership, he will be liable to the Partnership
for:
(i) any money or other property wrongfully distributed to him; and
(ii)
any sum, not in excess of the amount of such distribution,
necessary to
discharge any liabilities of the Partnership to creditors who
extended
credit to the Partnership during the period before such returns or
distributions were made, but only to the extent that the assets of
the
Partnership are not sufficient to discharge such liabilities. The
Agreement provides that the obligation of a Limited Partner to
return all
or any part of a distribution made to him shall be the sole
obligation of
such Limited Partner and not of the General Partners. The
Agreement
further states that if an action is brought against a Limited
Partner to
satisfy an obligation of the Partnership, the Partnership, upon
notice
from the Limited Partner about the action, will either pay the
claim
itself or, if the Partnership believes the claim to be without
merit, will
undertake the defense of the claim itself.
Sincerely,
/s/ Allan B. Adams
Allan B. Adams
of MYER, SWANSON, ADAMS &
WOLF, P.C.
