<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
RULE 24f-2 NOTICE
FOR
CAPSTONE SERIES, INC.
CAPSTONE BALANCED FUND
(Name of Registrant)
SECURITIES ACT OF 1933 FILE NO. 2-33174
5847 SAN FELIPE, SUITE 4100, HOUSTON, TEXAS 77057
(Address of Principal Executive Offices) (Zip Code)
CAPSTONE SERIES, INC., COMMON STOCK, $.001 PAR VALUE
(Titles of Securities with Respect to which Notice is Filed)
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1. The following information is set forth pursuant to the requirements of
Rule 24f-2:
<S> <C>
(i) Fiscal year for which Notice is filed: 09/30/95
(ii) Number of registrant's shares which had been
registered under the Securities Act of 1933
other than pursuant to Rule 24f-2 but which
remained unsold at the beginning of such fiscal
year: 1,838,642
(iii) The number of registrant's shares registered
during the fiscal year other than pursuant to
Rule 24f-2: 0
(iv) The number of registrant's shares sold during
the fiscal year: 88,597
(v) The number of registrant's shares sold during
the fiscal year in reliance upon registration
pursuant to Rule 24f-2: 88,597
2. An opinion of counsel with respect to the validity of shares accompanies
this Notice.
3. Filing fee with respect to shares specified in 1(v) above:
Filing Fee (see Computation of Fee) 0
Witness the due execution hereof this 31st day of May, 1995.
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/s/EDWARD L. JAROSKI
Edward L. Jaroski
Executive Vice President
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CAPSTONE SERIES, INC.
CAPSTONE BALANCED FUND
COMPUTATION OF FEE
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1. Actual aggregate sales price of Registrant's shares
sold pursuant to Rule 24f-2 during the fiscal period
for which the 24f-2 notice is filed: $ 568,989
2. Less actual aggregate redemption or repurchase price
for securities redeemed or repurchased during the
fiscal year: 3,107,755
Total amount upon which the fee calculation specified
in Section 6(b) of the Securities Act of 1933 is based: ($2,538,766)
FEE SUBMITTED $ 0
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<PAGE> 1
May 31, 1995
Capstone Series, Inc.
5847 San Felipe, Suite 4100
Houston, Texas 77057
Dear Sirs:
As counsel for Capstone Series, Inc. (the "Fund") for the period
for which the 24f-2 Notice dated May 31, 1995 is being filed, we are familiar
with the Fund's registration under the Investment Company Act of 1940 and
with the registration statement relating to its Common Shares (the "Shares")
under the Securities Act of 1933 (File No. 2-33174) (the "Registration
Statement"). We have also examined such other corporate records, agreements,
documents and instruments as we deemed appropriate.
Based upon the foregoing, it is our opinion with respect to the
Shares the registration of which is being made definite by the Notice
pursuant to Rule 24f-2 under the Investment Company Act of 1940 dated May
31, 1995 ("Notice") assuming such Shares were sold at the public offering
price and delivered by the Fund against receipt of the net asset value of
the Shares in compliance with the terms of the Registration Statement and
the requirements of applicable law, that such Shares were, when sold, duly
and validly authorized, legally and validly issued, and fully paid and
non-assessable. The Notice is being filed by the Fund pursuant to Rule
24f-2(b)(3), prior to the cessation of operations of its sole series,
Capstone Balanced Fund, as the result of a transfer of all the assets of
Capstone Balanced Fund to Capstone Growth Fund, Inc. in exchange for
shares of Capstone Growth Fund, Inc. and the assumption by Capstone Growth
Fund, Inc. of the liabilities of Capstone Balanced Fund.
We consent to the filing of this opinion by the Fund in
connection with the Notice.
Very truly yours,
/s/Dechert Price & Rhoads
