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:
Princor Capital Accumulation Fund, Inc.
The Principal Financial Group
Des Moines, IA 50392-0200
2 Name of each series or class of funds for which this notice is filed:
Class A, Class B and Class R shares
3 Investment Company Act File Number: 811-01874
Securities Act File Number: 02-33227
4 Last day of fiscal year for which this notice if filed:
October 31, 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:
N/A
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:
None
8 Number and amount of securities registered during the fiscal year
other than pursuant to 24f-2:
None
9 Number and aggregate sale price of securities sold during the fiscal
year:
2,995,581 Common Stock $74,391,733
10 Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
2,995,581 Common Stock $74,391,733
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):
Included in response to Item 9.
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): $74,391,733
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): + 0
(iii)Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable): 32,465,729
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filling fees pursuant to rule 24e-2 (if
applicable): 0
(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): 41,926,004
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation: 1 / 3300
(vii) Fee Due: $12,704.85
=====================
13 Check box if fees are being remitted to the Commission's lockbox as described
in section 3a of the Commission's Rules of Informal and Other Procedures (17 CFR
202.3a)
X
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
12/12/96
Signature
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated:
Princor Capital Accumulation Fund, Inc.
By A.S. Filean
-----------------------------------------------
A.S. Filean, Vice President and Secretary
Attest:
By E.H. Gillum
-----------------------------------------------
E.H. Gillum Assistant Secretary
<PAGE>
December 11, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re Princor Capital Accumulation Fund, Inc.
In my capacity as Counsel of Princor Capital Accumulation Fund, Inc. ("the
Fund"), I have supervised the preparation of the Rule 24f-2 Notice for the
Fund under the Investment Company Act of 1940 and have reviewed the legality
of the securities which are to be registered thereunder. Based upon
examination of such corporate records and matters of fact and law as deemed
necessary, I am of the opinion that such securities were legally issued,
fully paid and non-assessable.
I consent to the filing of this opinion as an exhibit to the Rule 24f-2
Notice for the Fund und the Investment Company Act of 1940.
Sincerely
Michael D. Roughton
Michael D. Roughton
Counsel
MDR/sl
