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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
FPA Capital Fund, Inc.
11400 West Olympic Blvd., Suite 1200
Los Angeles, CA 90064
2. Name of each series or class of funds for which this notice is filed:
Common stock, par value $0.01
3. Investment Company Act File Number:
811-1596
Securities Act File Number:
2-28157
4. Last day of fiscal year for which this notice is filed:
March 31, 1997
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:
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
7. Number and amount of securities of the same class of 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:
None
8. Number and amount of series registered during the fiscal year other
than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal
year:
4,727,700 shares; $149,563,958 Aggregate Sales Price
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
4,727,700 shares; $149,563,958 Aggregate Sales Price
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):
1,169,534 shares; $36,271,529 Aggregate Sales Price
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year
in reliance on rule 24f-2 (from Item 10):
$149,563,958
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+36,271,529
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable):
-58,888,670
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable):
+
(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):
126,946,817
(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)]:
38,468.73
Instruction: Issuers should complete lines (ii), (iii), (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 (17CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
5/29/97
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 (Signature and Title)* /s/ J. RICHARD ATWOOD
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J. Richard Atwood, Treasurer
Date: 5/30/97
*Please print the name and title of the signing officer below the signature.
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[O'MELVENY & MYERS LLP LETTERHEAD]
May
27th
1997
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, 1997. The Notice states that during the
fiscal year ended March 31, 1997, you issued and sold 4,727,700 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,
/s/ O'MELVENY & MYERS LLP
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O'Melveny & Myers LLP
