24F-2NT

 
 
    February 15, 1995
Document Control
Securities and Exchange Commission
Judiciary Plaza
450 5th Street, N.W.
Washington, D. C. 20549
 
 Re: Rule 24f-2 Notice for The Investment Company of America 
     File No. 2-10811 
 
Gentlemen:
 
This Rule 24f-2 Notice is being filed for the fiscal year ended December 31,
1994 ("Fiscal Year").  
 
149,158,039 shares were sold during the Fiscal Year at an aggregate sales price
of $2,761,026,473. 
 
Shares registered pursuant to Rule 24f-2
 
Aggregate sales price for 149,158,039 shares
sold during Fiscal Year pursuant to Rule 24f-2.................$2,761,026,473
 
Reduced by the difference between:
 
   (1) Aggregate redemption price of 130,005,029 shares
       redeemed during the Fiscal Year.........................$2,406,547,016
       and
   (2) Aggregate redemption price of redeemed shares
       previously applied by Fund pursuant to Rule
       24e-2(a) in filings made pursuant to Section
       24(e)(1) of Investment Company Act of 1940..............None
 
Equals.........................................................$  354,479,457 
 
Shares registered other than pursuant to Rule 24f-2
 
   Shares of capital stock previously registered (other
   than pursuant to Rule 24f-2) which remained unsold at
   January 1, 1994, the beginning of the Fiscal Year...........none
 
   Shares of capital stock registered (other than
   pursuant to Rule 24f-2) during the Fiscal Year..............none
 
                   TOTAL.......................................none
 
After computing the registration fee in accordance with subsection (c) of Rule
24f-2, we have wired the sum of $122,235.15 to Mellon Bank in payment of that
fee. 
 
Attached to this Rule 24f-2 Notice, and made a part hereof, is an opinion of
counsel indicating that the securities, the registration of which this Notice
makes definite in number, were legally issued, fully paid, and nonassessable.
 
Any questions regarding this matter should be addressed to Vincent P. Corti,
Secretary, at the above address.
 
                                                         Very truly yours,
                                                         Vincent P. Corti 
 
Enclosures

EX-99.B10OPINCOUNS

 
 
 
                           February
                           13th
                           1 9 9 5
(213) 669-6000
     LA1-572293
                                                    412,515
The Investment Company of America
333 South Hope Street
Los Angeles, CA  90071
Gentlemen:
          At your request, we have examined your
Registration Statement on Form N-1 and Post-Effective
Amendment No. 98 thereto on Form N-1A 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
Common Stock, $1 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 February 1995,
which indicates that during the fiscal year ended
December 31, 1994 you issued and sold 149,158,039 shares of
stock pursuant to said indefinite registration (the
"Shares").  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 the Registration Statement, it is our opinion
that the Shares constitute legally issued, fully paid and
nonassessable shares of your Common Stock.
          We consent to the filing of this opinion as an
exhibit to the Rule 24f-2 Notice.
                              Respectfully submitted,
 
                              O'Melveny & Myers