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.
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1. NAME AND ADDRESS OF ISSUER:
Capital World Growth and Income Fund, Inc.
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: 811-7338
SECURITIES ACT FILE NUMBER: 33-54444
4. LAST DAY OF FISCAL YEAR FOR WHICH THIS NOTICE IS FILED:
November 30, 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:
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6. DATE OF TERMINATION OF ISSUER'S DECLARATION UNDER RULE 24F-2(A)(1), IF APPLICABLE
(SEE INSTRUCTION A.6):
N/A
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:
N/A
8. NUMBER AND AMOUNT OF SECURITIES REGISTERED DURING THE FISCAL YEAR OTHER THAN PURSUANT
TO RULE 24F-2:
N/A
9. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES SOLD DURING THE FISCAL YEAR:
10. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES SOLD DURING THE FISCAL YEAR IN RELIANCE
UPON REGISTRATION PURSUANT TO RULE 24F-2:
48,019,573 shares $1,054,331,000
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):
9,172,617 shares $190,709,000
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): $1,054,331,000
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): +190,709,000
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 418,893,000
(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) $826,147,000
(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)]: $250,347.58
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:
January 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 /s/ Vincent P. Corti*
Vincent P. Corti
Secretary
Date January 24, 1997
* Please print the name and title of the signing officer below the signature.
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January 23rd 1997
Capital World Growth and Income Fund, Inc.
333 South Hope Street
Los Angeles, CA 90071
Ladies and Gentlemen:
At your request, we have examined your Registration Statement on Form N-1A
and Post-Effective Amendment No. 5 thereto 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 Capital Stock, $.01 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 January 1997, which indicates that during the fiscal year ended November 30,
1996 you issued and sold 57,192,190 shares of stock pursuant to said indefinite
registration (the "Shares"), including 9,172,617 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 Capital
Stock.
We consent to the filing of this opinion as an exhibit to the Rule 24f-2
Notice.
Respectfully submitted,
O'MELVENY & MYERS LLP
