<PAGE> 1
FPA CAPITAL FUND, INC. LETTERHEAD
(310) 996-5430
VIA AIRBORNE
May 22, 1995
Securities and Exchange Commission
Attention: Filing Desk, Stop 1-4
450 Fifth Street, N.W.
Washington, DC 20549
RE: FPA Capital Fund, Inc. ("Fund")
File No. 2-28157
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 five
manually signed copies of its Rule 24f-2 Notice ("Notice"), together with an
opinion of counsel (at least one of which has been manually signed) as an
exhibit thereto.
This Notice is filed for the Fund's fiscal year ended March 31, 1995 ("Fiscal
Year"), and relates to shares of Common Stock, $0.01 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, 2,690,430 Shares were sold exclusive of 252,685 Shares
issued upon reinvestment of dividends and distributions without the imposition
of a sales charge.
During the Fiscal Year, 2,690,430 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
May 22, 1995
Page Two
In accordance with subsection (c) of Rule 24f-2, a registration fee of
$12,951.98 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>
<S> <C>
Aggregate Sales Price for Shares Sold $56,821,616
During Fiscal Year Under Rule 24f-2
Reduced by the difference between:
1. Aggregate Redemption Price of $19,260,877
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 $37,560,739
</TABLE>
A certified check in the amount of $12,951.98 was sent to Mellon Bank, SEC
account on May 22, 1995, in payment of the registration fee.
Please acknowledge receipt on the enclosed copy of this letter and
return it in the postage-paid reply envelope provided.
Very truly yours,
Julio J. de Puzo, Jr.
Treasurer
Encs.
cc: Lawrence J. Sheehan, Esq.
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[O'MELVENY & MYERS LETTERHEAD]
May 18, 1995
Writers Direct Dial Number Our File Number
(310) 246-6895 253,711
FPA Capital 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 not later than May 31, 1995. The Notice states that during the
fiscal year ended March 31, 1995, you issued and sold 2,690,430 shares of your
Common Stock, $0.01 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, as amended, it is our opinion that the Shares were
validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Notice.
Respectfully submitted,
O'Melveny & Myers
