U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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
1. Name and address of issuer:
Salomon Brothers
Capital Fund Inc
7 World Trade
Center - 38th Floor
New York, NY
10048
2. Name of each series or class of funds for which this notice is
filed: Salomon
Brothers Capital Fund Inc3. Investment Company Act File Number :
811-2667 Securities Act File Number:
2-570734. Last day of fiscal year for which this notice is filed:
December 31, 19955. 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 A6):
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:
13,129,7078. Number and amount of securities
registered during the fiscal year other than pursuant to rule 24f-
2:
617,103
9. Number and aggregate sale price of securities sold during the
fiscal year: Shares: 1,609,281
Dollar Amount: $29,031,088
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
Shares: 1,609,281 Dollar Amount:
$29,031,08811. Number and aggregate sale price of securities
issued during the fiscal year in connection with dividend
reinvestment plans, if applicable (see Instruction B7):
Shares: 600,042 Dollar
Amount: $11,026,944
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):
$ 29,031,088 (ii) Aggregate price of shares issued in
connection with dividend reinvestment plans (from Item
11, if applicable): +
11,026,944
(iii) Aggregate price of shares redeemed or repurchased
during the
fiscal year (if applicable):
- - 40,058,032
(iv) Aggregate price of shares redeemed or repurchased and
previously
applied as a reduction to filing 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):
0
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act
of 1933 or other applicable law or regulation
(see Instruction C6):
x _________
(vii) Fee due [line (I) or line (v) multiplied by line (vi)]:
___________________
Instructions: Issuer 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 C3.
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)
(
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
SIGNATURESThis 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/
Alan M. Mandel
Alan M. Mandel, Treasurer
Date: February
20, 1996
* Please print the name and title of the signing officer below
the signature
October 29, 1993
Page 1
~BALT01A:77748:1:|02/20/96
17575-2
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET
Baltimore, Maryland 21201-3018
410-539-2530
WASHINGTON
FAX: 410-539-0489
NEW YORK
PHILADELPHIA
EASTON
LONDON
February 20, 1996
Salomon Brothers Capital Fund Inc
Seven World Trade Center
New York, NY 10048
Re: Rule 24f-2 Notice
Ladies and Gentlemen:
We have acted as Maryland counsel to Salomon Brothers
Capital Fund Inc (the "Fund"). In that capacity, the Fund
has requested that we render the opinion of counsel referred
to in paragraph (b)(1) of Rule 24f-2 under the Investment
Company Act of 1940 in connection with the Fund's filing of
a Rule 24f-2 Notice dated February 20, 1996 pursuant to such
Rule 24f-2 for the Fund's fiscal year ended December 31,
1995 (the "Rule 24f-2 Notice").
In response to the Fund's request, we have examined the
Fund's charter and by-laws and such statutes, regulations,
corporate records, and documents that we deemed necessary or
advisable for purposes of the following opinion. With
respect to matters of fact relevant to this opinion, we have
relied upon the Rule 24f-2 Notice, the authenticity of which
we have assumed without independent verification.
On the basis of the foregoing and of such other legal
considerations that we deemed relevant, we are of the
opinion that the 1,609,281 shares of Common Stock, par value
$1.00 per share, of the Fund which the Fund reported in the
Rule 24f-2 Notice as having been sold during its fiscal year
ended December 31, 1995 were legally issued, fully paid and
nonassessable.
Very truly yours,
/s/ Piper & Marbury l.l.p.
