AMERICAN CAPITAL EXCHANGE FUND, POS AMI, 1996-04-29

AMERICAN CAPITAL EXCHANGE FUND
POS AMI, 1996-04-29

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1996.

FILE NO. 811-2611
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

<TABLE>
<S> <C>
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 (X)
AMENDMENT NO. 17 (X)
(CHECK APPROPRIATE BOX OR BOXES)
</TABLE>

VAN KAMPEN AMERICAN CAPITAL EXCHANGE FUND

A CALIFORNIA LIMITED PARTNERSHIP

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
2800 POST OAK BOULEVARD, HOUSTON, TEXAS 77056
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (713) 993-0500

RONALD A. NYBERG, ESQ.

EXECUTIVE VICE PRESIDENT,

GENERAL COUNSEL AND CORPORATE SECRETARY

VAN KAMPEN AMERICAN CAPITAL, INC.

ONE PARKVIEW PLAZA

OAKBROOK TERRACE, ILLINOIS 60181

(NAME AND ADDRESS OF AGENT FOR SERVICE)

---------------------

COPIES OF ALL CORRESPONDENCE TO:

JOHN A. DUDLEY, ESQ.

SULLIVAN & WORCESTER LLP

1025 CONNECTICUT AVENUE
WASHINGTON, D.C. 20036
(202) 775-8190

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PART A

INFORMATION REQUIRED IN A PROSPECTUS

Items 1, 2, 3 and 5A of Part A are not required pursuant to Item F.4. of the
general instructions to Form N-1A.

This Prospectus, which incorporates by reference the entire Statement of
Additional Information, concisely sets forth certain information about the
Registrant that a prospective investor should know before investing in shares of
the Registrant. Shareholders should read this Prospectus carefully and retain it
for future reference. A copy of the Statement of Additional Information may be
obtained without charge by calling the Registrant's toll free number: (800)
421-5666, (800) 772-8889 for the hearing impaired.

This Prospectus is dated April 29, 1996.

ITEM 4. GENERAL DESCRIPTION OF REGISTRANT

(a) (i) Van Kampen American Capital Exchange Fund (a California
Limited Partnership), formerly known as American Capital
Exchange Fund ("Registrant"), is an open-end diversified
management investment company, registered under the
Investment Company Act of 1940 (the "1940 Act") and formed on
December 4, 1975 under the Uniform Limited Partnership Act of
California. Registrant commenced business as an investment
company on December 13, 1976 under the name American General
Exchange Fund.

(ii) The Registrant's principal investment objective is long-term
growth of capital, while the production of current income is
an important secondary objective. Registrant attempts to
achieve these objectives by investing in common stocks or
convertible securities. Registrant may, however, for
defensive purposes, temporarily own other types of
securities, including investment grade bonds, preferred
stocks and money market obligations such as government
securities, certificates of deposit and commercial paper. The
foregoing policies may not be changed without approval of a
majority of the Registrant's outstanding voting securities.
Registrant's temporary investments will consist of U.S.
Treasury Bills and U.S. Treasury Bonds, both issued by and
supported by the full faith and credit of the United States
Government, and commercial paper rated P-1, if by Moody's
Investors Service, Inc., or A-1 if by Standard & Poor's
Corporation and repurchase agreements with domestic banks and
broker-dealers.

(b) Inapplicable.

(c) If Registrant were unable to pay its liabilities, partners
receiving distributions could be liable to creditors of Registrant
to the extent of such distributions, plus interest.

ITEM 5. MANAGEMENT OF THE FUND

(a) The business and affairs of the Registrant are managed under the
direction of the Board of five Managing General Partners of the
Registrant. Subject to the Partners' authority, the Adviser
determines the investment of Registrant's assets, provides
administrative services and manages Registrant's business and
affairs.

(b) Van Kampen American Capital Asset Management, Inc. (the
"Adviser"), One Parkview Plaza, Oakbrook Terrace, Illinois 60181,
acts as investment adviser to Registrant.

The Adviser is a wholly-owned subsidiary of Van Kampen American
Capital, Inc. ("Van Kampen American Capital"). Van Kampen American
Capital is a diversified asset management company with more than
two million retail investor accounts, extensive capabilities for
managing institutional portfolios, and over $50 billion under
management or supervision. Van Kampen American Capital's more than
40 open-end and 38 closed-end funds and more than 2,800 unit
investment trusts are professionally distributed by leading
financial advisers

A-1
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nationwide. Van Kampen American Capital is a wholly-owned
subsidiary of VK/AC Holding, Inc. VK/AC Holding, Inc. is
controlled, through the ownership of a substantial majority of its
common stock, by the Clayton & Dubilier Private Equity Fund IV
Limited Partnership ("C&D L.P."), a Connecticut limited
partnership. C&D L.P. is managed by Clayton, Dubilier & Rice,
Inc., a New York based private investment firm. The General
Partner of C&D L.P. is Clayton & Dubilier Associates IV Limited
Partnership ("C&D Associates L.P."). The general partners of C&D
Associates L.P. are Joseph L. Rice, III, B. Charles Ames, William
A. Barbe, Alberto Cribiore, Donald J. Gogel, Leon J. Hendrix, Jr.,
Hubbard C. Howe and Andrall E. Pearson, each of whom is a
principal of Clayton, Dubilier & Rice, Inc. In addition, certain
officers, directors and employees of Van Kampen American Capital
own, in the aggregate, not more than 7% of the common stock of
VK/AC Holding, Inc. and have the right to acquire, upon the
exercise of options, approximately an additional 13% of the common
stock of VK/AC Holding, Inc. Presently, and after giving effect to
the exercise of such options, no officer or Managing General
Partner of the Registrant owns or would own 5% or more of the
common stock of VK/AC Holding, Inc.

The Registrant retains the Adviser to manage the investment of its
assets and to place orders for the purchase and sale of its
portfolio securities. Under an investment advisory agreement
between the Adviser and the Registrant (the "Advisory Agreement"),
the Registrant pays the Adviser a fee monthly calculated at the
annual rate of 0.5% of average daily net assets of the Registrant.
Under the Advisory Agreement, Registrant also reimburses the
Adviser for the cost of the Registrant's accounting services,
which include maintaining its financial books and records and
calculating its daily net asset value.

(c) Mr. Stephen Boyd is primarily responsible for the day-to-day
management of the Registrant's portfolio. Mr. Boyd has been
manager of the Registrant's portfolio since 1991.

(d) Inapplicable.

(e) For the fiscal years ended December 31, 1993, 1994 and 1995,
ACCESS Investor Services, Inc., a wholly-owned subsidiary of Van
Kampen American Capital ("ACCESS"), P.O. Box 418256, Kansas City,
Missouri 64141-9256 shareholder service agent and dividend
disbursing agent for the Registrant, received fees aggregating
$18,000, $18,000 and $15,514, respectively for these services.

(f) For the last fiscal year, advisory fees plus the cost of
accounting services paid by the Registrant equaled 0.62% of the
Registrant's average net assets. Operating expenses paid by the
Registrant include partner service agency fees, custodial fees,
legal and accounting fees, the costs of reports and proxies to
partners, managing general partners' fees, and all other business
expenses not specifically assumed by the Adviser. For the same
period, the Registrant's total operating expenses were 0.26% of
average net assets.

(g) The Adviser places portfolio transactions for other advisory
accounts, including other investment companies. Research services
furnished by firms through which the Registrant effects its
securities transactions may be used by the Adviser in servicing
all of its accounts; not all such services may be used by the
Adviser in connection with the Registrant. In the opinion of the
Adviser, the benefits from research services to each of the
accounts (including the Registrant) managed by the Adviser cannot
be measured separately. Because the volume and nature of the
trading activities of the accounts are not uniform, the amount of
commissions in excess of the lowest available rate paid by each
account for brokerage and research services will vary. In the
opinion of the Adviser, however, such costs to the Registrant will
not be disproportionate to the benefits received by the Registrant
on a continuing basis.

The Adviser seeks to allocate portfolio transactions equitably
whenever concurrent decisions are made to purchase or sell
securities by the Registrant and another advisory account. In some
cases, this procedure could have an adverse effect on the price or
the amount of

A-2
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securities available to the Registrant. In making such
allocations, the main factors considered by the Adviser are the
respective investment objectives, the relative size of the
portfolio holdings of the same or comparable securities, the
availability of cash for investment, the size of the investment
commitments generally held, and the opinions of the persons
responsible for recommending the investment.

ITEM 6. CAPITAL STOCK AND OTHER SECURITIES

(a) Registrant has outstanding units of partnership interest
("shares") with equal rights to participate in distributions made
by Registrant and equal rights to Registrant's assets. Each share
is entitled to one vote, and there is no cumulative voting. Shares
may be redeemed at any time at net asset value with no charge.

(b) Inapplicable.

(d) Inapplicable.

(e) Inquiries regarding Registrant or its shares should be made to the
Registrant's partner service agent, ACCESS, at P.O. Box 418256,
Kansas City, Missouri 64141-9256 or to the Registrant at 2800 Post
Oak Boulevard, Houston, Texas 77056.

(f) The Registrant makes quarterly distributions of net investment
income, exclusive of capital gains, to the partners. The Managing
General Partners determine each year whether and to what extent
any realized capital gains are to be distributed and such
distributions, if any, will be made annually. Distributions, when
made, are made equally among the outstanding shares held by
partners. Dividends and capital gains distributions are
automatically applied to purchase additional shares of the
Registrant at the next determined net asset value unless the
shareholder instructs otherwise.

(g) Registrant is classified as a partnership for federal income tax
purposes. Each partner is required to report on his/her personal
federal income tax return his/her share of Registrant's income,
gains, losses, deductions or credits for the taxable year of
Registrant ending within or with his/her taxable year, regardless
of whether cash or other properties are distributed to him/her.
For federal income tax purposes, capital gain or loss is allocated
equally among shares outstanding on the day recognized, and all
other items of Registrant's income, gain, loss, deduction and
credit during a year is allocated to each partner in the
proportion which the total number of shares he/she held on each
day during the year bears to the total of the outstanding shares
of Registrant on each day during the year.

The tax basis to each partner of his/her shares in Registrant is
determined by reference to the basis of the securities and any
money that he/she contributed to Registrant in exchange for
his/her shares increased by his/her share of Registrant's taxable
income and decreased (but not below zero) principally by
Registrant's distributions and his/her share of Registrant's net
losses. If cash distributed exceeds basis, the excess will be
taxable as gain from the sale of a capital asset. Registrant's tax
basis in the securities contributed by the partners is the same as
that of the partners contributing such securities.

Redemptions for cash will generally be taxable as capital gains to
the extent that such cash exceeds a partner's adjusted basis in
his total shares of Registrant. The receipt of securities on
redemption is not a taxable event to the partner or to Registrant.
The partner's basis in securities received on redemption will be
the same as Registrant's. Net long-term capital gains realized by
Registrant will be taxable to the partners at the current capital
gain rates.

(h) Inapplicable.

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ITEM 7. PURCHASE OF SECURITIES BEING OFFERED

Inapplicable.

ITEM 8. REDEMPTION OR REPURCHASES

(a) Partners may redeem shares at any time without charge at the next
determined net asset value by submitting a written request in
proper form to ACCESS at P.O. Box 418256, Kansas City, Missouri
64141-9256.

The net asset value of shares redeemed (other than redemptions
under a systematic withdrawal plan) may be paid in cash or
securities, at the option of Registrant, and will ordinarily be
paid in whole or in part in securities. Registrant's valuation
will determine the quantity of securities tendered. Registrant
will select securities for tender in redemptions based on tax or
investment considerations.

Registrant will determine its per share net asset value as of the
close of each business day on the New York Stock Exchange.
Registrant's net assets equal the value of its portfolio
securities, plus all cash and other assets (including dividends
and interest accrued but not collected) less all liabilities
(including accrued expenses but excluding partner capital
contributions). Registrant's portfolio securities are valued at
the last sales price on the exchange where principally traded, or,
if no sale occurred on that day, at the mean between the closing
bid and asked prices; securities not so traded are valued in like
manner, if market quotations are available, or at the mean between
the highest bid and the lowest asked prices if there is no last
sales price or closing bid and asked prices. The value of any
other securities and assets is the fair value as determined in
good faith by the Managing General Partners.

Payment for shares redeemed will be made within seven days after
acceptance by ACCESS of the request and any other necessary
documents in proper order. Redemptions are not made on days during
which the New York Stock Exchange is closed. The New York Stock
Exchange is currently closed on weekends and on the following
holidays: New Year's Day, President's Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day and Christmas
Day. The right of redemption may be suspended and the payment
therefore may be postponed for more than seven days during any
period when (a) the New York Stock Exchange is closed for other
than customary weekends or holidays; (b) trading on the New York
Stock Exchange is restricted; (c) an emergency exists as a result
of which disposal by the Registrant of securities owned by it is
not reasonably practicable or it is not reasonably practicable for
the Registrant to fairly determine the value of its net assets; or
(d) the Securities and Exchange Commission, by order, so permits.

(b) While there is no charge when shares are redeemed or repurchased
through Registrant or through Van Kampen American Capital
Distributors, Inc., an affiliate of the Adviser, dealers may make
a charge for effecting a repurchase.

(d) Inapplicable.

ITEM 9. PENDING LEGAL PROCEEDINGS

Inapplicable.

A-4
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Updated 4/29/96

PART B

INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

ITEM 10. COVER PAGE

Van Kampen American Capital Exchange Fund (a California Limited
Partnership), formerly known as American Capital Exchange Fund ("Registrant"),
is an open-end diversified management investment company registered under the
Investment Company Act of 1940 ("1940 Act") and formed on December 4, 1975 under
the Uniform Limited Partnership Act of California. Registrant commenced business
as an investment company on December 13, 1976 under the name American General
Exchange Fund.

This Statement of Additional Information is not a prospectus but should be
read in conjunction with the Prospectus for the Registrant dated April 29, 1996
(the "Prospectus"). This Statement of Additional Information does not include
all of the information that a prospective investor should consider before
purchasing shares of the Registrant, and investors should obtain and read the
Prospectus prior to purchasing shares. A copy of the Prospectus may be obtained
without charge by calling the Registrant's toll-free number: (800) 421-5666 (or
(800) 772-8889 for the hearing impaired).

This Statement of Additional Information is dated April 29, 1996.

The Registrant's principal investment objective is long-term growth of
capital, while the production of current income is an important secondary
objective. Registrant attempts to achieve these objectives by investing in
common stocks or convertible securities. Registrant may, however, for defensive
purposes, temporarily own other types of securities, including investment grade
bonds, preferred stocks and money market obligations such as government
securities, certificates of deposit and commercial paper. The foregoing policies
may not be changed without approval of a majority of the Registrant's
outstanding voting securities. Registrant's temporary investments will consist
of U.S. Treasury Bills and U.S. Treasury Bonds, both issued by and supported by
full faith and credit of the United States Government, and commercial paper
rated P-1, if by Moody's Investors Service, Inc., or A-1 if by Standard & Poor's
Corporation and repurchase agreements with domestic banks and broker-dealers.

ITEM 11. TABLE OF CONTENTS

<TABLE>
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PAGE
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<S> <C>
General Information and History............................................... B-1
Investment Objectives and Policies............................................ B-2
Management of the Fund........................................................ B-3
Control Persons and Principal Holders of Securities........................... B-8
Investment Advisory and Other Services........................................ B-8
Brokerage Allocation and Other Practices...................................... B-10
Capital Stock and Other Securities............................................ B-11
Purchase, Redemption and Pricing of Securities Being Offered.................. B-11
Tax Status.................................................................... B-11
Underwriters.................................................................. B-11
Calculation of Performance Data............................................... B-11
Financial Statements.......................................................... B-11
</TABLE>

ITEM 12. GENERAL INFORMATION AND HISTORY

The name of the Registrant was changed to Van Kampen American Capital
Exchange Fund (a California Limited Partnership) on April 26, 1996.

B-1
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ITEM 13. INVESTMENT OBJECTIVES AND POLICIES

(a) In seeking to attain its investment objective of long-term growth of
capital, and, secondarily, production of income, Registrant will
acquire securities for long-term appreciation and does not intend to
engage to any significant degree in short-term trading. Capital
gains taxes will be considered in determining the sale of portfolio
securities. However, sales will be effected whenever believed to be
in the best interests of the Partners, even though capital gains may
be recognized thereby.

Registrant has no present intention of investing in corporate bonds,
preferred stocks or certificates of deposit in an amount in excess of five
percent of the value of its net assets.

(b) Registrant has adopted certain investment restrictions which may be
altered or rescinded only on approval of the holders of the lesser
of (i) 67% or more of the Registrant's shares present or represented
by proxy at a meeting if the holders of more than 50% of its
outstanding shares are present or represented by proxy, or (ii) more
than 50% of the Registrant's outstanding shares. Registrant may not:

(1) Purchase securities on margin or make short sales.

(2) Purchase or write any options, puts, calls, straddles, spreads
or combinations thereof.

(3) Borrow money, except from banks for a purpose other than the
purchase of securities, such borrowing not to exceed five
percent of the Registrant's total assets at market value at the
time of borrowing. Any such borrowing may be secured provided
that not more than ten percent of the total assets at market
value at the time of pledging may be used as security for such
borrowings.

(4) Engage in the underwriting of securities or invest in securities
subject to restrictions on resale.

(5) Invest more than 25% of its assets at market value at the time
of purchase in securities of companies all of which conduct
their principal activities in the same industry.

(6) Invest in real estate (including interests in real estate
investment trusts) or invest in oil, gas or mineral exploration
or development programs, except in publicly traded securities of
issuers which engage in such business.

(7) Buy or sell commodities or commodity contracts.

(8) Make loans of money or securities to other persons provided that
this limitation shall not prevent the purchase of a portion of
an issue of bonds, notes, debentures or other debt securities
which are publicly distributed or of a type customarily
purchased by institutional investors.

(9) Invest more than five percent of its total assets at market
value at the time of purchase in the securities of any one
issuer (other than obligations of the United States Government
or any instrumentalities thereof).

(10) Purchase securities if such purchase would result in the
Registrant owning more than ten percent of the outstanding
voting securities of any one issuer at the time of purchase.

(11) Invest in securities of companies which have a record, together
with their predecessors, of less than three years of continuous
operation.

(12) Purchase securities issued by any other investment company or
investment trust.

(13) Purchase or hold securities of any company if any of its General
Partners, or officers or directors of Registrant's investment
adviser, who beneficially own more than 0.5% of the securities
of that company together own beneficially more than five percent
of the securities of such company.

B-2
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(14) Invest in companies for the purpose of exercising control or
management. (Registrant's officers may be authorized to vote
proxies issued with respect to its portfolio securities
consistently with its investment objectives).

(15) Invest in or hold warrants unless received with respect to
securities held by Registrant.

(16) Invest in foreign securities unless listed at the time of
purchase on the New York Stock Exchange.

(17) Invest more than five percent of its total assets at market
value at the time of purchase in equity securities which are not
readily marketable.

Registrant does not issue senior securities.

(d) The Registrant's portfolio had no turnover during the fiscal year
ended December 31, 1995.

ITEM 14. MANAGEMENT OF THE FUND

(a) The principal executive officers and Managing General Partners of
Registrant are listed below. For purposes hereof, the "Van Kampen American
Capital Funds" refer to each of the open-end investment companies advised by Van
Kampen American Capital Asset Management, Inc. (the "Adviser"), excluding the
Common Sense Trust, the Registrant and Van Kampen American Capital Investment
Advisory Corp. (the "VK Adviser"), excluding the Explorer Institutional Trust.

B-3
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<TABLE>
<CAPTION>
NAME AND POSITION HELD PRINCIPAL OCCUPATIONS
ADDRESS WITH REGISTRANT DURING PAST 5 YEARS
- ---------------------------- ------------------ --------------------------------------------
<S> <C> <C>
Don G. Powell* Managing General President, Chief Executive Officer and a
Van Kampen Partner, Chief Director of VK/AC Holding, Inc. ("Holding")
American Capital, Inc. Executive Officer and Van Kampen American Capital,
2800 Post Oak Blvd., and Chairman of Inc.("VKAC"). Chairman, Chief Executive
45th Flr. the Board Officer and a Director of Van Kampen
Houston, TX 77056 American Capital Distributors, Inc. (the
Age: 56 "Distributor"), the Adviser, the VK Adviser,
Van Kampen American Capital Management, Inc.
and Van Kampen American Capital Advisors,
Inc. Chairman, President and a Director of
Van Kampen American Capital Exchange
Corporation, American Capital Contractual
Services, Inc. and American Capital
Shareholders Corporation. Chairman and a
Director of ACCESS Investor Services, Inc.
("ACCESS"), Van Kampen Merritt Equity
Advisors Corp., Van Kampen Merritt Equity
Holdings Corp., and VCJ Inc., McCarthy,
Crisanti & Maffei, Inc., McCarthy, Crisanti
& Maffei Acquisition and Van Kampen American
Capital Trust Company. Chairman, President
and a Director of Van Kampen American
Capital Services, Inc. President, Chief
Executive Officer and a Trustee of each of
the Van Kampen American Capital funds
advised by the Adviser and the VK Adviser.
Director, Trustee or Managing General
Partner of other open-end investment
companies and closed-end investment
companies advised by the Adviser. Chairman
of the Board of the closed-end investment
companies advised by the VK Adviser.
Alan B. Shepard, Jr. Managing General President, Seven Fourteen Enterprises, Inc.
Seven Fourteen Enterprises Partner (investments). Partner, Houston Partners
1512 Bonifacio Rd. (venture capital). Director, Vice Chairman,
P.O. Box 63 Kwik-Copy Corporation (printing). Director
Pebble Beach, CA of Allied Waste Industries (waste
93953-0063 treatment).(1)
Age: 72
</TABLE>

B-4
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The business address of each officer, except for Messrs. McDonnell, Nyberg,
Wood, Sullivan and Hill is 2800 Post Oak Boulevard, Houston, Texas 77056. The
business address of Messrs. McDonnell, Nyberg, Wood, Sullivan and Hill is One
Parkview Plaza, Oakbrook Terrace, Illinois 60181.

<TABLE>
<CAPTION>
POSITIONS AND OFFICES PRINCIPAL OCCUPATIONS
NAME AND AGE WITH THE REGISTRANT DURING PAST 5 YEARS
- ------------------------- -------------------------- -------------------------------------------
<S> <C> <C>
William N. Brown......... Vice President Executive Vice President of the Adviser,
Age: 42 Holding, VKAC, Van Kampen American Capital
Advisors, Inc., American Capital
Contractual Services, Inc., Van Kampen
American Capital Exchange Corporation,
ACCESS and Van Kampen American Capital
Trust Company. Director of American Capital
Shareholders Corporation. Vice President of
each of the Van Kampen American Capital
Funds.
Dennis J. McDonnell...... Executive Vice President President, Chief Operating Officer and a
Age: 53 Director of the Adviser; the VK Adviser and
Van Kampen American Capital Management,
Inc. Director of Holding; VKAC and
McCarthy, Crisanti & Maffei, Inc. Chairman
and a Director of MCM Asia Pacific Company,
Ltd. President, Chief Executive Officer and
a trustee of certain of the Van Kampen
American Capital Funds. President, Chief
Executive Officer and a trustee of the Van
Kampen Merritt Series Trust and closed-end
investment companies advised by the VK
Adviser. Prior to December 1991, Senior
Vice President of Van Kampen Merritt Inc.
Nori L. Gabert........... Principal Legal Officer Vice President, Associate General Counsel
Age: 42 and Secretary and Assistant Secretary of the Adviser.
Vice President, Associate General Counsel
and Assistant Secretary of VKAC, the VK
Adviser and the Distributor. Vice President
and Secretary of closed-end funds advised
by the Adviser.
Curtis W. Morell......... Vice President and Chief Vice President and Chief Accounting Officer
Age: 49 Accounting Officer of most of the investment companies advised
by the Adviser.
</TABLE>

B-5
<PAGE> 11

<TABLE>
<CAPTION>
POSITIONS AND OFFICES PRINCIPAL OCCUPATIONS
NAME AND AGE WITH THE REGISTRANT DURING PAST 5 YEARS
- ------------------------- -------------------------- -------------------------------------------
<S> <C> <C>
Ronald A. Nyberg......... Vice President Executive Vice President, General Counsel
Age: 42 and Secretary of VKAC and Holding.
Executive Vice President, General Counsel
and a Director of the Distributor.
Executive Vice President and General
Counsel of the Adviser and the VK Adviser,
Van Kampen American Capital Management,
Inc., VSU Inc., VCJ, Inc., Van Kampen
Merritt Equity Advisors Corp., and Van
Kampen Merritt Equity Holdings Corp.
Executive Vice President, General Counsel
and Assistant Secretary of Van Kampen
American Capital Advisors, Inc., American
Capital Contractual Services, Inc., Van
Kampen American Capital Exchange
Corporation, ACCESS, American Capital
Shareholders Corporation and Van Kampen
American Capital Trust Company. General
Counsel of McCarthy, Crisanti & Maffei,
Inc. and McCarthy, Crisanti & Maffei
Acquisition Corp. Vice President and
Secretary of each of the Van Kampen
American Capital Funds. Secretary of the
closed-end funds advised by the VK Adviser.
Director of ICI Mutual Insurance Co., a
provider of insurance to members of the
Investment Company Institute.
Alan T. Sachtleben....... Chief Investment Officer Executive Vice President and a Director of
Age: 54 the Adviser. Executive Vice President of
the VK Adviser. Vice President of each of
the Van Kampen American Capital Funds.
Edward C. Wood III....... Vice President and Chief Senior Vice President of the VK Adviser.
Age: 40 Financial Officer Vice President and Chief Financial Officer
of each of the Van Kampen American Capital
Funds. Vice President, Treasurer and Chief
Financial Officer of the closed-end funds
advised by the VK Adviser.
John L. Sullivan......... Treasurer First Vice President of the Adviser and the
Age: 40 VK Adviser. Treasurer of each of the Van
Kampen American Capital Funds. Controller
of the closed-end funds advised by the VK
Adviser. Formerly Controller of open-end
funds advised by the VK Adviser.
Tanya M. Loden........... Financial Officer Controller of most of the investment
Age: 36 companies advised by the Adviser. Formerly
Tax Manager/Assistant Controller of the
American Capital Funds.
</TABLE>

B-6
<PAGE> 12

- ---------------

(1) A director/trustee of Van Kampen American Capital Bond Fund, Inc., Van
Kampen American Capital Convertible Securities, Inc., and Van Kampen
American Capital Income Trust, investment companies advised by the Adviser
and trustee of Common Sense Trust, an open-end investment company of which
the Adviser serves as adviser for ten of the series.

(*) Mr. Powell is an "interested person" (within the meaning of Section 2(a)(19)
of 1940 Act) of the Adviser and the Registrant by reason of his position
with the Adviser. Mr. Powell owns, or has the opportunity to purchase, an
equity interest in VK/AC Holding, Inc., the parent company of VKAC and has
entered into an employment contract (for a term of five years) with VKAC.

(b) See Item 14(a).

(c) During the last fiscal year the four Managing General Partners who
were not affiliated with the Adviser received as a group $34,330 in
Managing General Partner's fees plus expenses from Registrant. Such
Managing General Partners also received compensation for serving as
directors of other investment companies advised by the Adviser as
identified in the notes to the foregoing table.

COMPENSATION TABLE

<TABLE>
<CAPTION>
PENSION OR
RETIREMENT TOTAL(1)
BENEFITS COMPENSATION
AGGREGATE ACCRUED AS FROM REGISTRANT
COMPENSATION PART OF AND FUND
FROM FUND COMPLEX PAID
NAME OF PERSON REGISTRANT EXPENSES(3) TO DIRECTORS
- -------------------------------------------------- ------------ ----------- ---------------
<S> <C> <C> <C>
Dr. Norman Hackerman(2)........................... $ 9,000 -0- $49,000
Dr. F. Robert Paulsen............................. 9,000 -0- 54,000
Alan B. Shepard, Jr. ............................. 7,250 -0- 48,750
Miller Upton(2)................................... 9,000 -0- 48,500
</TABLE>

- ---------------

(1) Reflects thirteen investment companies in the Fund complex.

(2) Messrs. Hackerman and Upton have retired as Managing General Partners as of
April 26, 1996. Messrs. Carlton and Gross were elected as Managing General
Partners on April 26, 1996.

B-7
<PAGE> 13

(3) The Managing General Partners of the Registrant instituted a Retirement Plan
effective at the close of the annual meeting of partners that was held on
April 26, 1996. For the current Managing General Partners not affiliated
with the Adviser, the annual retirement benefit payable per year for a ten
year period is based upon the highest total annual compensation received in
any of the three calendar years preceding retirement. Managing General
Partners with more than five but less than ten years of service at
retirement will receive a prorated reduced benefit. Under the Plan for the
retired partners, Messrs. Hackerman and Upton, the annual retirement benefit
payable per year for a ten year period is $6,750, which is equal to 75% of
the total compensation received from the Registrant during the 1995 calendar
year.

ITEM 15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

(a) Inapplicable.

(b) At April 18, 1996, 14.69% of the Registrant's outstanding shares
was held by Comerica Bank of Detroit and Edward Mardigian, P.O. Box
75000, Detroit, Michigan 48275-0001, as Trustees under a revocable
trust established by and for the benefit of Helen Mardigian,
address c/o the Trustees.

(c) At April 18, 1996, all Managing General Partners and officers as a
group owned less than one percent of Registrant's outstanding
voting securities.

ITEM 16. INVESTMENT ADVISORY AND OTHER SERVICES

(a) (i) The Adviser and ACCESS, the Registrant's shareholder service
agent, are wholly-owned subsidiaries of VKAC, which is a
wholly-owned subsidiary of VK/AC Holding, Inc. VK/AC Holding,
Inc. is controlled through the ownership of a substantial
majority of its common stock, by the Clayton & Dubilier
Private Equity Fund IV Limited Partnership ("C&D L.P."), a
Connecticut limited partnership. C& D L.P. is managed by
Clayton, Dubilier & Rice, Inc., a New York based private
investment firm. The General Partner of C&D L.P. is Clayton &
Dubilier Associates IV Limited Partnership ("C&D Associates
L.P."). The general partners of C&D Associates L.P, are Joseph
L. Rice, III, B. Charles Ames, William A. Barbe, Alberto
Cribiore, Donald I. Gogel, Leon J. Hendrix, Jr., Hubbard C.
Howe and Andrall E. Pearson, each of whom is a principal of
Clayton, Dubilier & Rice, Inc. In addition, certain officers,
directors and employees of VKAC own, in the aggregate, not
more than 7% of the common stock of VK/AC Holding, Inc. and
have the right to acquire, upon the exercise of options,
approximately an additional 13% of the common stock of VK/AC
Holding, Inc. Presently, and after giving effect to the
exercise of such options, no officer or trustee of the
Registrant owns or would own 5% or more of the common stock of
VK/AC Holding, Inc.

(ii) See Item 14(a).

(iii) Registrant and the Adviser are parties to an investment
advisory agreement (the "Agreement"). Under the Advisory
Agreement, Registrant pays to the Adviser as compensation for
the services rendered, facilities furnished, and expenses
paid by it a fee payable monthly computed on average daily
net assets of Registrant at annual rate of 0.50%. The Adviser
received $194,562, $187,807 and $221,917, respectively, in
advisory fees from the Registrant during the fiscal years
ended December 31, 1993, 1994 and 1995, respectively.

The average net asset value is determined by taking the
average of all of the determinations of net asset value for
each business day during a given calendar month. Such fee is
payable for each calendar month as soon as practicable after
the end of that month. The fee payable to the Adviser is
reduced by any commissions, tender solicitation and other
fees, brokerage or similar payments received by the Adviser
or any

B-8
<PAGE> 14

other direct or indirect majority owned subsidiary of VKAC,
in connection with the purchase and sale of portfolio
investments of the Registrant, less any direct expenses
incurred by such subsidiary of VKAC in connection with
obtaining such payments. The Adviser agrees to use its best
efforts to recapture tender solicitation fees and exchange
offer fees for the Registrant's benefit, and to advise the
Managing General Partners of Registrant of any other
commissions, fees, brokerage or similar payments which may be
possible under applicable laws for the Adviser or any other
direct or indirect majority owned subsidiary of VKAC to
receive in connection with Registrant's portfolio
transactions or other arrangements which may benefit
Registrant.

The agreement also provides that, in the event the ordinary
business expenses of Registrant for any fiscal year exceed
1 1/2% of the first $30 million of the Registrant's average
net assets, plus one percent of any excess over $30 million,
the compensation due the Adviser will be reduced by the
amount of such excess and that, if a reduction in and refund
of the advisory fee is insufficient, the Adviser will pay the
Registrant monthly an amount sufficient to make up the
deficiency, subject to readjustment during the year. Ordinary
business expenses do not include (1) interest and taxes, (2)
brokerage commissions and (3) certain litigation and
indemnification expenses as described in the Advisory
Agreement.

The Advisory Agreement may be continued from year to year if
specifically approved at least annually (a)(i) by the
Registrant's Managing General Partners or (ii) by vote of a
majority of the Registrant's outstanding voting securities
and (b) by the affirmative vote of a majority of the Managing
General Partners who are not parties to the agreement or
interested persons of any such party by votes cast in person
at a meeting called for such purpose. The Advisory Agreement
provides that it shall terminate automatically if assigned
and that it may be terminated without penalty by either party
on 30 days written notice.

(b) Under the Agreement, Registrant retains the Adviser to manage the
investment of its assets and to place orders for the purchase and
sale of its portfolio securities. The Adviser is responsible for
obtaining and evaluating economic, statistical, and financial data
and for formulating and implementing investment programs in
furtherance of Registrant's investment objectives. The Adviser also
furnishes at no cost to Registrant (except as noted herein) the
services of sufficient executive and clerical personnel for
Registrant as are necessary to prepare registration statements,
partner reports, and notices and proxy solicitation materials. In
addition, the Adviser furnishes at no cost to Registrant the
services of a Chief Executive Officer and other executive and
clerical personnel, as needed.

Under the Agreement, Registrant bears the cost of its accounting
services, which includes maintaining its financial books and records
and calculating its daily net asset value. The costs of such
accounting services include the salaries and overhead expenses of
the Registrant's Principal Financial and Accounting Officer and the
personnel operating under his direction. For the fiscal years ended
December 31, 1993, 1994 and 1995, the Registrant paid $62,097,
$48,431 and $52,584, respectively, for such services. A portion of
these amounts were paid to the Adviser in reimbursement of
personnel, facilities and equipment costs attributable to the
provision of accounting services to Registrant. The services
provided by the Adviser are at cost which is allocated among the
investment companies advised or sub-advised by the Adviser.
Registrant also pays transfer agency fees, custodian fees, legal and
auditing fees, the costs of reports to partners and all other
ordinary expenses not specifically assumed by the Adviser.

(d) Inapplicable.

(e) Inapplicable.

B-9
<PAGE> 15

(f) Inapplicable.

(g) Inapplicable.

(h) The custodian of all the assets of Registrant is State Street Bank
and Trust Company located at 225 Franklin Street, Boston,
Massachusetts 02110.

KPMG Peat Marwick LLP, Nationsbank Center, 700 Louisiana, Houston,
Texas 77002, are the independent auditors for Registrant.

(i) Inapplicable.

ITEM 17. BROKERAGE ALLOCATION AND OTHER PRACTICES

(a) The Adviser is responsible for decisions to buy and sell securities
for the Registrant and for the placement of its portfolio business
and the negotiation of the commissions paid on such transactions. It
is the policy of the Adviser to seek the best security price
available with respect to each transaction. In over-the-counter
transactions, orders are placed directly with a principal market
maker unless it is believed that a better price and execution can be
obtained by using a broker. Except to the extent that the Registrant
may pay higher brokerage commissions for brokerage and research
services (as described below) on a portion of its transactions
executed on securities exchanges, the Adviser seeks the best
security price at the most favorable commission rate. The Registrant
paid no brokerage commissions during the fiscal years ended December
31, 1993, 1994 and 1995, respectively.

(b) Inapplicable to this filing.

(c) In selecting dealers and in negotiating commissions, the Adviser
considers the firm's reliability, the quality of its execution
services on a continuing basis and its financial condition. When
more than one firm is believed to meet these criteria, preference
may be given to firms which also provide research services to
Registrant or the Adviser.

Section 28(e) of the Securities Exchange Act of 1934 ("Section
28(e)") permits an investment adviser, under certain circumstances,
to cause an account to pay a broker or dealer who supplies brokerage
and research services, a commission for effecting a securities
transaction in excess of the amount of commission another broker or
dealer would have charged for effecting the transaction. Brokerage
and research services include (a) furnishing advice as to the value
of securities, the advisability of investing in, purchasing or
selling securities, and the availability of securities or purchasers
or sellers of securities, (b) furnishing analyses and reports
concerning issuers, industries, securities, economic factors and
trends, portfolio strategy, and the performance of accounts, and (c)
effecting securities transactions and performing functions
incidental thereto (such as clearance, settlement and custody).

Pursuant to provisions of the Agreement, the Registrant's Managing
General Partners have authorized the Adviser to cause the Registrant
to incur brokerage commissions in an amount higher than the lowest
available rate in return for research services provided to the
Adviser. The Adviser is of the opinion that the continued receipt of
supplemental investment research services from dealers is essential
to its provision of high quality portfolio management services to
Registrant. The Adviser undertakes that such higher commissions will
not be paid by Registrant unless (a) the Adviser determines in good
faith that the amount is reasonable in relation to the services in
terms of the particular transaction or in terms of the Adviser's
overall responsibilities with respect to the accounts as to which it
exercises investment discretion, (b) such payment is made in
compliance with the provisions of Section 28(e) and other applicable
state and federal laws, and (c) in the opinion of the Adviser, the
total commissions paid by Registrant are reasonable in relation to
the expected benefits to Registrant over the long term. The
investment advisory fee paid by Registrant under the investment
advisory agreement is not reduced as a result of the Adviser's
receipt of research services.

B-10
<PAGE> 16

The Adviser places portfolio transactions for other advisory
accounts including other investment companies. Research services
furnished by firms through which Registrant effects its securities
transactions may be used by the Adviser in servicing all of its
accounts; not all of such services may be used by the Adviser in
connection with Registrant. In the opinion of the Adviser, the
benefits from research services to each of the accounts (including
Registrant) managed by the Adviser cannot be measured separately.
Because the volume and nature of the trading activities of the
accounts are not uniform, the amount of commissions in excess of the
lowest available rate paid by each account for brokerage and
research services will vary. However, in the opinion of the Adviser,
such costs to Registrant will not be disproportionate to the
benefits received by Registrant on a continuing basis.

The Adviser seeks to allocate portfolio transactions equitably
whenever concurrent decisions are made to purchase or sell
securities by Registrant and another advisory account. In some
cases, this procedure could have an adverse effect on the price or
the amount of securities available to Registrant. In making such
allocations among Registrant and other advisory accounts, the main
factors considered by the Adviser are the respective investment
objectives, the relative size of portfolio holdings of the same or
comparable securities, the availability of cash for investment, the
size of investment commitments generally held, and opinions of the
persons responsible for recommending the investment.

(d) During the fiscal year ended December 31, 1995, the Registrant paid
no brokerage commissions.

(e) Inapplicable.

ITEM 18. CAPITAL STOCK AND OTHER SECURITIES

See Part A, Item 6.

ITEM 19. PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED

(a) Inapplicable.

(b) No shares are being offered to the public. The redemption price per
share is equivalent to the net asset value per share as more fully
described in Part A, Item 8(a).

ITEM 20. TAX STATUS

See Part A, Item 6(g).

ITEM 21. UNDERWRITERS

Inapplicable.

ITEM 22. CALCULATION OF PERFORMANCE DATA

Inapplicable.

ITEM 23. FINANCIAL STATEMENTS

The attached financial statements are in the form in which they appear
in the Annual Report to Shareholders including the related report of Independent
Auditors.

B-11
<PAGE> 17

PORTFOLIO OF INVESTMENTS

December 31, 1995

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Number of Market
Shares Description Value
- --------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCK 98.4%
CONSUMER DISTRIBUTION 8.5%
88,808 Alco Standard Corp....................................... $4,051,865
----------
CONSUMER DURABLES 0.8%
13,677 Dana Corp................................................ 400,052
----------
CONSUMER NON-DURABLES 8.2%
49,712 International Flavors & Fragrance, Inc................... 2,386,176
64,000 McCormick & Co., Inc..................................... 1,544,000
----------
3,930,176
----------
CONSUMER SERVICES 0.8%
17,912 Luby's Cafeterias, Inc................................... 398,542
----------
ENERGY 15.5%
21,200 Amerada Hess Corp........................................ 1,123,600
12,800 Amoco Corp............................................... 920,000
13,146 Apache Corp.............................................. 387,807
25,634 Baker Hughes, Inc........................................ 624,829
30,320 Dresser Industries, Inc.................................. 739,050
10,900 Kerr-McGee Corp.......................................... 692,150
20,131 Mobil Corp............................................... 2,254,672
*6,318 Oryx Energy Co........................................... 84,503
8,040 Schlumberger, Ltd........................................ 556,770
----------
7,383,381
----------
FINANCE 4.8%
9,882 American International Group, Inc........................ 914,085
22,800 Household International, Inc............................. 1,348,050
----------
2,262,135
----------
HEALTH CARE 21.8%
14,000 American Home Products Corp.............................. 1,358,000
5,000 Baxter International, Inc................................ 209,375
27,216 Johnson & Johnson........................................ 2,330,370
25,188 Merck & Co., Inc......................................... 1,656,111
51,304 Schering-Plough Corp..................................... 2,808,894
21,215 Warner Lambert Co........................................ 2,060,507
----------
10,423,257
----------
PRODUCER MANUFACTURING 2.4%
6,264 Allied Signal, Inc....................................... 297,540
12,831 Fluor Corp............................................... 846,846
----------
1,144,386
----------
</TABLE>

See Notes to Financial Statements

F-1
<PAGE> 18

PORTFOLIO OF INVESTMENTS (CONTINUED)

December 31, 1995

*Non-income producing security

See Notes to Financial Statements

F-2
<PAGE> 19

STATEMENT OF ASSETS AND LIABILITIES

December 31, 1995

- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ASSETS
Investments, at market value (Cost $8,811,920).................... $47,720,174
Cash.............................................................. 2,418
Interest and dividends receivable................................. 85,852
Other assets...................................................... 18,462
-----------
Total Assets..................................................... 47,826,906
-----------
LIABILITIES
Due to Adviser.................................................... 20,133
Due to other accounting services.................................. 18,323
Due to auditors................................................... 13,500
Due to legal counsel.............................................. 6,770
Due to custodian.................................................. 5,500
Dividends payable................................................. 2,726
Accrued expenses.................................................. 5,282
-----------
Total Liabilities................................................ 72,234
-----------
NET ASSETS EQUIVALENT TO $151.88 PER UNIT ON 314,415 UNITS OF
PARTNERSHIP INTEREST OUTSTANDING................................. $47,754,672
===========
NET ASSETS WERE COMPRISED OF:
310,381 units of limited partnership interest..................... $47,142,014
3,499 units of non-managing general partnership interest.......... 531,409
535 units of managing general partnership interest................ 81,249
-----------
NET ASSETS........................................................ $47,754,672
===========
</TABLE>

See Notes to Financial Statements

F-3
<PAGE> 20

STATEMENT OF OPERATIONS

Year Ended December 31, 1995

- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
INVESTMENT INCOME
Dividends.......................................................... $ 859,801
Interest........................................................... 46,017
-----------
Total income...................................................... 905,818
-----------
EXPENSES
Management fees.................................................... 221,917
Managing general partners' fees and expenses....................... 35,352
Shareholder service agent's fees and expenses...................... 16,742
Accounting services................................................ 52,584
Audit fees......................................................... 13,800
Custodian fees..................................................... 12,262
Legal fees......................................................... 8,909
Reports to partners................................................ 27,387
Miscellaneous...................................................... 787
-----------
Total expenses.................................................... 389,740
-----------
NET INVESTMENT INCOME.............................................. 516,078
===========
REALIZED AND UNREALIZED GAIN ON SECURITIES
Net realized gain on securities.................................... 993,874
Net unrealized appreciation of securities during the period........ 10,576,351
-----------
NET REALIZED AND UNREALIZED GAIN ON SECURITIES..................... 11,570,225
===========
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS................... $12,086,303
===========
</TABLE>

See Notes to Financial Statements

F-4
<PAGE> 21

STATEMENT OF CHANGES IN NET ASSETS

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended December 31
-------------------------
1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C>
NET ASSETS, beginning of period...................... $37,739,070 $38,532,413
----------- -----------
OPERATIONS
Net investment income............................... 516,078 543,160
Net realized gain on securities..................... 993,874 1,518,082
Net unrealized appreciation (depreciation) of
securities during the period....................... 10,576,351 (294,738)
----------- -----------
Increase in net assets resulting from operations.... 12,086,303 1,766,504
----------- -----------

DISTRIBUTIONS TO PARTNERS FROM NET INVESTMENT INCOME. (408,602) (429,153)
----------- -----------
PARTNERSHIP UNIT TRANSACTIONS
Proceeds from units issued for distributions
reinvested......................................... 51,670 54,187
Cost of units redeemed.............................. (1,713,769) (2,184,881)
----------- -----------
Decrease in net assets resulting from partnership
unit transactions................................. (1,662,099) (2,130,694)
----------- -----------
INCREASE (DECREASE) IN NET ASSETS.................... 10,015,602 (793,343)
----------- -----------
NET ASSETS, end of period (including undistributed
net investment income of $2,369,568 and $2,262,091). $47,754,672 $37,739,070
=========== ===========
CHANGE IN PARTNERSHIP UNITS OUTSTANDING
Units issued for distributions reinvested............ 377 483
Units redeemed....................................... (13,104) (19,486)
----------- -----------
Decrease in partnership units outstanding........... (12,727) (19,003)
=========== ===========
</TABLE>

See Notes to Financial Statements

F-5
<PAGE> 22

FINANCIAL HIGHLIGHTS

Selected data for a unit of partnership interest outstanding throughout each of
the periods indicated.

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year ended December 31(1)
-------------------------------------------
1995 1994 1993 1992 1991
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of
period............................ $115.36 $111.32 $104.40 $101.56 $ 80.29
------- ------- ------- ------- -------
INCOME FROM INVESTMENT OPERATIONS
Investment income................ 2.85 2.62 2.49 2.48 2.56
Expenses......................... (1.23) (1.00) (1.00) (.88) (.755)
------- ------- ------- ------- -------
Net investment income............. 1.62 1.62 1.49 1.60 1.805
Net realized and unrealized gain
on securities.................... 36.18 3.70 6.71 2.83 21.515
------- ------- ------- ------- -------
Total from investment operations.. 37.80 5.32 8.20 4.43 23.32
------- ------- ------- ------- -------
LESS DISTRIBUTIONS FROM
Net investment income............ (1.28) (1.28) (1.28) (1.59) (1.77)
Taxable net realized capital
gain............................ -- -- -- -- (.28)
------- ------- ------- ------- -------
Total distributions............... (1.28) (1.28) (1.28) (1.59) (2.05)
------- ------- ------- ------- -------
Net asset value, end of period.... $151.88 $115.36 $111.32 $104.40 $101.56
======= ======= ======= ======= =======
TOTAL RETURN ..................... 32.89% 4.82% 7.91% 4.42% 29.39%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(millions)........................ $47.8 $37.7 $38.5 $38.7 $42.0
Average net assets (millions)..... $44.4 $37.6 $38.9 $40.0 $38.6
Ratios to average net assets
Expenses......................... .88% .89% .93% .87% .83%
Net investment income............ 1.16% 1.45% 1.38% 1.59% 1.98%
Portfolio turnover rate........... 0% 0% 0% 0% 0%
</TABLE>
(1) Based on average shares outstanding.

See Notes to Financial Statements

F-6
<PAGE> 23

NOTES TO FINANCIAL STATEMENTS

- -------------------------------------------------------------------------------
NOTE 1--SIGNIFICANT ACCOUNTING POLICIES

Van Kampen American Capital Exchange Fund, a California limited partnership
(the "Fund", formerly American Capital Exchange Fund), is a partnership regis-
tered under the Investment Company Act of 1940, as amended, as a diversified,
open-end management investment company. The Fund seeks capital appreciation in
a portfolio of common stock.

The following is a summary of the significant accounting policies consist-
ently followed by the Fund in the preparation of its financial statements. The
preparation of financial statements in conformity with generally accepted ac-
counting principles requires management to make estimates and assumptions that
affect the amounts reported. Actual amounts may differ from the estimates.

A. INVESTMENT VALUATIONS -- Securities listed or traded on a national securities
exchange are valued at the last sale price. Unlisted securities and listed se-
curities for which the last sale price is not available are valued at the mean
between the last reported bid and asked price.

Short-term investments with a maturity of 60 days or less when purchased are
valued at amortized cost, which approximates market value. Short-term invest-
ments with a maturity of more than 60 days when purchased are valued based on
market quotations until the remaining days to maturity becomes less than 61
days. From such time, until maturity, the investments are valued at amortized
cost.

B. REPURCHASE AGREEMENTS -- A repurchase agreement is a short-term investment in
which a Fund acquires ownership of a debt security and the seller agrees to
repurchase the security at a future time and specified price. The Fund may in-
vest independently in repurchase agreements, or transfer uninvested cash bal-
ances into a pooled cash account along with other investment companies advised
by Van Kampen American Capital Asset Management, Inc. ("The Adviser"), the
daily aggregate of which is invested in repurchase agreements. Repurchase
agreements are collateralized by the underlying debt securities. The Fund will
make payment for such securities only upon physical delivery or evidence of
book entry transfer to the account of the custodian bank. The seller is re-
quired to maintain the value of the underlying security at not less than the
repurchase proceeds due the Fund.

C. FEDERAL INCOME TAXES -- The Fund has met the qualifications to be classified
as a partnership for federal income tax purposes and intends to maintain this
qualification in the future. A partnership is not subject to federal income
tax.

D. INVESTMENT TRANSACTIONS AND RELATED INVESTMENT INCOME -- Investment transac-
tions are accounted for on the trade date. Realized gains and losses on in-
vestments are determined on the basis of identified cost. Dividend income is
recorded on the ex-dividend date. Interest income is accrued daily.

F-7
<PAGE> 24

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

- -------------------------------------------------------------------------------

E. DISTRIBUTIONS AND TAX ALLOCATIONS -- Distributions to partners are recorded
on the record date. Net investment income is allocated daily to each partner,
relative to the total number of units held. Capital gains or losses will be
allocated equally among units outstanding on the day recognized.

NOTE 2--MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES
The Adviser serves as the investment manager of the Fund. Management fees are
calculated monthly, based on the average daily net assets of the Fund at an
annual rate of .50%.

Accounting services include the salaries and overhead expenses of the Fund's
Treasurer and the personnel operating under his direction. Charges are allo-
cated among investment companies advised by the Adviser. For the period, these
charges included $6,947 as the Fund's share of the employee costs attributable
to the Fund's accounting officers. A portion of the accounting services ex-
pense was paid to the Adviser in reimbursement of personnel, facilities and
equipment costs attributable to the provisions of accounting services to the
Fund. The services provided by the Adviser are at cost.

ACCESS Investor Services, Inc., an affiliate of the Adviser, serves as the
Fund's shareholder service agent. These services are provided at cost plus a
profit. For the period, the fees for such services were $15,514.

Certain officers and managing general partners of the Fund are officers and
directors of the Adviser and the shareholder service agent.

The Adviser and Van Kampen American Capital Exchange Corp., as non-managing
general partners of the Fund, owned 353 and 3,146 units of partnership inter-
est, respectively, at the end of the period.

NOTE 3--INVESTMENT ACTIVITY
During the period, the proceeds from sales of investments, excluding short-
term investments, was $1,382,320 which were for securities returned to various
partners as consideration for their partnership units redeemed by the Fund.
Such transactions, resulting in a realized gain of $993,874 for financial re-
porting purposes, are not considered taxable transactions for federal income
tax purposes. There were no purchases during the period.

F-8
<PAGE> 25

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

- --------------------------------------------------------------------------------
For federal income tax purposes, the identified cost of investments owned at
the end of the period was $3,853,625. Net unrealized appreciation of invest-
ments aggregated $43,866,549, gross unrealized appreciation of investments ag-
gregated $43,989,933 and gross unrealized depreciation of investments
aggregated $123,384.

NOTE 4--MANAGING GENERAL PARTNER COMPENSATION
Managing general partners of the Fund who are not affiliated with the Adviser
are compensated by the Fund at the annual rate of $5,000 plus a fee of $750 per
Board meeting attended. During the period, such fees aggregated $34,330.

F-9
<PAGE> 26

INDEPENDENT AUDITORS' REPORT

TO THE PARTNERS OF VAN KAMPEN AMERICAN CAPITAL EXCHANGE FUND
(A CALIFORNIA LIMITED PARTNERSHIP)

We have audited the accompanying statement of assets and liabilities including
the portfolio of investments of Van Kampen American Capital Exchange Fund (a
California Limited Partnership), as of December 31, 1995, and the related
statement of operations for the year then ended, the statement of changes in
net assets for each of the years in the two-year period then ended, and finan-
cial highlights for each of the years in the five-year period then ended.
These financial statements and financial highlights are the responsibility of
the Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing stan-
dards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of De-
cember 31, 1995, by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presenta-
tion. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Van Kampen American Capital Exchange Fund as of December 31, 1995, the results
of its operations for the year then ended, the changes in its net assets for
each of the years in the two-year period then ended, and the financial high-
lights for each of the years in the five-year period then ended, in conformity
with generally accepted accounting principles.

KPMG PEAT MARWICK LLP

Houston, Texas
January 19, 1996

F-10
<PAGE> 27

Updated 4/29/96

PART C

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements

<TABLE>
<CAPTION>
INCLUDED IN THE
STATEMENT OF ADDITIONAL INFORMATION
-----------------------------------
<S> <C>
Portfolio of Investments
December 31, 1995
Statement of Assets and Liabilities
December 31, 1995
Statement of Operations
Year ended December 31, 1995
Statement of Changes in Net Assets
Year ended December 31, 1994
Year ended December 31, 1995
Financial Highlights
Year ended December 31, 1991
Year ended December 31, 1992
Year ended December 31, 1993
Year ended December 31, 1994
Year ended December 31, 1995
Notes to Financial Statements
Independent Auditors' Report
</TABLE>

Schedules II to VIII, inclusive, are omitted because the required
information is included in the financial statements filed herewith, or because
the conditions requiring their filing do not exist.

(b) Exhibits

<TABLE>
<S> <C>
1.1 Restated and Amended Certificate and Agreement of Limited
Partnership. (Previously filed with the SEC as Exhibit A to
Amendment No. 2 on Form S-5 to the Registration Statement of the
Registrant under the Securities Act of 1933, File No. 2-55128, and
incorporated herein by reference.)
1.2 Amendment to Certificate of Limited Partnership, on Form LP-1,
filed December 9, 1994. (Incorporated herein by
reference -- Exhibit No. 1.1 to Form N-1A of the Registrant,
Registration No. 811-2611, Post-Effective Amendment No. 16 filed
with the SEC on April 26, 1995.)
1.3 Amendment to Certificate of Limited Partnership, on Form LP-2,
filed April 26, 1996.
2 Bylaws of Registrant. (Previously filed with the SEC as Exhibit
2.1 to Amendment No. 1 on Form N-1 to the Registration Statement
of the Registrant under the Securities Act of 1933, File No.
2-55128, and incorporated herein by reference.)
3 Inapplicable.
</TABLE>

C-1
<PAGE> 28

<TABLE>
<S> <C>
4 Copy of specimen certificate of Registrant. (Previously filed with
the SEC as Exhibit No. 4 to Amendment No. 5 of Form N-l to
Registration Statement of Registrant under the Investment Company
Act of 1940, File No. 811-2611, and incorporated herein by
reference.)
5 Investment Advisory Agreement dated December 20, 1994.
(Incorporated herein by reference -- Exhibit No. 5 to Form N-1A of
the Registrant, Registration No. 811-2611, Post-Effective
Amendment No. 16 filed with the SEC on April 25, 1995.)
6 Inapplicable.
7 Inapplicable.
8 Amendment to Custodian Agreement dated March 10, 1989.
(Incorporated herein by reference to Form N-1A of Registrant's
Registration No. 2-55128, Post-Effective Amendment No. 10, filed
on April 27, 1989.)
9 Inapplicable.
10 Inapplicable.
11 Consent of Independent Auditors.
12 Inapplicable.
13 Inapplicable.
14 Inapplicable.
15 Inapplicable.
27 Financial Data Schedules.
</TABLE>

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

None.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES

AS OF APRIL 18, 1996:

<TABLE>
<CAPTION>
NUMBER OF RECORD
TITLE OF CLASS HOLDERS
----------------------------------------------------- ----------------
<S> <C>
Units of Partnership Interest 176
</TABLE>

ITEM 27. INDEMNIFICATION

Article XIII, Section 13.4 of Registrant's Restated and Amended Certificate
and Agreement of Limited Partnership provides as follows:

"The Partnership shall indemnify each General Partner (including officers
and or directors of a corporate General Partner and including former General
Partners who have not ceased to be liable as General Partners under the
Partnership Act) against judgments, fines, amounts paid in settlement, and
expenses (including attorneys' fees) reasonably incurred by him in any civil,
criminal or investigative proceeding in which he is involved or threatened to be
involved by reason of his being a General Partner of the Partnership, provided
that he acted in good faith, within what he reasonably believed to be the scope
of his authority, and for a purpose which he reasonably believed to be within
the scope of his authority, and for a purpose which he reasonably believed to be
in the best interests of the Partnership or the Limited Partners. To the extent
that a General Partner has been successful on the merits or otherwise in defense
of any such proceeding or in defense of any claim or matter therein, he shall be
deemed to have acted in good faith and in a manner he believed to be in the best
interests of the Partnership or the Limited Partners. The determination under
any other circumstances as to whether a General Partner acted in good faith,
within what he reasonably believed to be the scope of his authority, and for a
purpose which he reasonably believed to be in the best interests of the

C-2
<PAGE> 29

Partnership or the Limited Partners, shall be made by action of the General
Partners who were not parties to such proceedings, or by independent legal
counsel selected by the General Partners (who may be the regular counsel for the
Partnership) in a written opinion. No General Partner shall be indemnified under
this provision against any liability to the Partnership or its Partners to which
he would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office. The indemnification provided hereunder shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under any applicable
statute, agreement, vote of the General Partners or Limited Partners, or
otherwise."

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

See "Management of the Fund" in Part A and "Management of the Fund" in the
Statement of Additional Information for information regarding the business of
the Adviser. For information as to the business, profession, vocation and
employment of a substantial nature of directors and officers of the Adviser,
reference is made to the Adviser's current Form ADV (File No. 801-1669) filed
under the Investment Advisers Act of 1940, as amended, incorporated herein by
reference.

ITEM 29. PRINCIPAL UNDERWRITERS.

Inapplicable.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.

All accounts, books and other documents required by Section 31(a) of the
Investment Company Act of 1940 and the Rules thereunder to be maintained (i) by
Registrant will be maintained at its offices, located at 2800 Post Oak Blvd.,
Houston, Texas 77056, ACCESS Investor Services, Inc., 7501 Tiffany Springs
Parkway, Kansas City, Missouri 64153, or at the State Street Bank and Trust
Company, 1776 Heritage Drive, North Quincy, MA; (ii) by the Adviser, will be
maintained at its offices, located at 2800 Post Oak Blvd., Houston, Texas 77056;
and (iii) by the Distributor, the principal underwriter, will be maintained at
its offices located at One Parkview Plaza, Oakbrook Terrace, Illinois 60181.

ITEM 31. MANAGEMENT SERVICES

Inapplicable.

ITEM 32. UNDERTAKINGS

Registrant hereby undertakes, if requested to do so by the holders of at
least 10% of the Registrant's outstanding shares, to call a meeting of
shareholders for the purpose of voting upon the question of removal of a
Managing General Partner or Managing General Partners and to assist in
communications with other shareholders as required by Section 16(c) of the
Investment Company Act of 1940.

Registrant hereby undertakes to furnish to each person to whom a prospectus
is delivered a copy of the Registrant's latest annual report to shareholders,
upon request and without charge.

C-3
<PAGE> 30

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940 the
Registrant has duly caused this Post-Effective Amendment No. 17 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, and the State of Texas, on the 29th day
of April, 1996.

VAN KAMPEN AMERICAN CAPITAL EXCHANGE FUND

By /s/ NORI L. GABERT

------------------------------------------
Nori L. Gabert

Principal Legal Officer

Secretary

<PAGE> 31

VAN KAMPEN AMERICAN CAPITAL EXCHANGE FUND

INDEX TO EXHIBITS TO AMENDMENT NO. 17, FORM N-1A

AS SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1996

<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION OF
NO. EXHIBIT
- ------- -----------------------------------------------------------------------------------
<S> <C>
1.3 Amendment to Certificate of Limited Partnership, on Form LP-2, filed April 26,
1996.
11 Consent of Independent Auditors.
</TABLE>

<PAGE> 1
EXHIBIT 1.3

STATE OF CALIFORNIA

MARCH FONG EU
[Seal] FORM LP-2
SECRETARY OF STATE

AMENDMENT TO CERTIFICATE OF LIMITED PARTNERSHIP

IMPORTANT -- READ INSTRUCTIONS ON BACK BEFORE COMPLETING THIS FORM

THIS CERTIFICATE IS PRESENTED FOR FILING PURSUANT TO SECTION 15622,
CALIFORNIA CORPORATIONS CODE.

===============================================================================
1. SECRETARY OF STATE FILE NO. 2. NAME OF LIMITED PARTNERSHIP
(ORIGINAL CERTIFICATE -- FORM LP-1)
American Capital Exchange Fund,
9502500015 a California limited partnership
===============================================================================
3. THE CERTIFICATE OF LIMITED PARTNERSHIP IS AMENDED AS FOLLOWS: (COMPLETE
APPROPRIATE SUB-SECTIONS) (CONTINUE ON SECOND PAGE IF NECESSARY).

A. THE LIMITED PARTNERSHIP NAME IS CHANGED TO:

Van Kampen American Capital Exchange Fund, a California limited
partnership
- -------------------------------------------------------------------------------
B. PRINCIPAL EXECUTIVE OFFICE ADDRESS CHANGE:

ADDRESS:

CITY: STATE: ZIP CODE:
- -------------------------------------------------------------------------------
C. CALIFORNIA OFFICE ADDRESS CHANGE:

ADDRESS:

CITY: STATE: CA ZIP CODE:
- -------------------------------------------------------------------------------
D. GENERAL PARTNER ADDRESS CHANGE:

NAME:

ADDRESS:

CITY: STATE: ZIP CODE:
- -------------------------------------------------------------------------------
E. GENERAL PARTNER NAME CHANGE:

OLD NAME:

NEW NAME:
- -------------------------------------------------------------------------------
F. GENERAL PARTNER(S) WITHDRAWN:

NAME: Norman Hackerman

NAME: Miller Upton
- -------------------------------------------------------------------------------
G. GENERAL PARTNER ADDED:

NAME: See attached page

ADDRESS:

CITY: STATE: ZIP CODE:
- -------------------------------------------------------------------------------
H. INFORMATION CONCERNING THE AGENT FOR SERVICE OF PROCESS HAS BEEN CHANGED
TO:

NAME:

ADDRESS: CITY: STATE: CA ZIP CODE:
- -------------------------------------------------------------------------------
I. THE NUMBER OF GENERAL PARTNERS REQUIRED TO ACKNOWLEDGE AND FILE
CERTIFICATES OF AMENDMENT, DISSOLUTION, CONTINUATION AND CANCELLATION IS
CHANGED TO:

/ /
(PLEASE INDICATE NUMBER ONLY).
- -------------------------------------------------------------------------------
J. OTHER MATTERS TO BE INCLUDED IN THE CERTIFICATE OF LIMITED PARTNERSHIP
ARE AMENDED AS INDICATED ON THE ATTACHED PAGE(S).

NUMBER OF PAGES ATTACHED: / 1 /
===============================================================================
4. IT IS HEREBY DECLARED THAT I AM (WE ARE) THE PERSON(S) WHO EXECUTED THIS
AMENDMENT TO THE IDENTIFIED CERTIFICATE OF LIMITED PARTNERSHIP, WHICH
EXECUTION IS MY (OUR) ACT AND DEED. (SEE INSTRUCTIONS)

/s/ STEPHEN R. GROSS /s/ DON G. POWELL
-------------------------------- --------------------------------
SIGNATURE SIGNATURE
Stephen R. Gross Don G. Powell

Managing General Partner 4/26/96 Managing General Partner 4/26/96
-------------------------------- --------------------------------
POSITION OR TITLE DATE POSITION DATE

/s/ F. ROBERT PAULSEN /s/ ALAN B. SHEPARD, JR.
-------------------------------- --------------------------------
SIGNATURE SIGNATURE
F. Robert Paulsen Alan B. Shepard, Jr.

Managing General Partner 4/26/96 Managing General Partner 4/26/96
-------------------------------- --------------------------------
POSITION OR TITLE DATE POSITION OR TITLE DATE
==============================================================================
5. RETURN ACKNOWLEDGEMENT TO:

NAME Robert A. Epsen, Esq.
ADDRESS Heller, Ehrman, White & McAuliffe
CITY 333 Bush Street
STATE San Francisco, California 94104
ZIP CODE
===============================================================================
THIS SPACE FOR FILING OFFICER USE

===============================================================================
SEC/STATE REV. 1/88 FORM LP-2 -- FILING FEE: 313
APPROVED BY SECRETARY OF STATE
===============================================================================

<PAGE> 2

INSTRUCTIONS FOR COMPLETING AMENDMENT TO CERTIFICATE
OF LIMITED PARTNERSHIP (FORM LP-2)

(ALL REFERENCES ARE TO THE CALIFORNIA CORPORATIONS
CODE UNLESS OTHERWISE INDICATED.)

DO NOT ALTER THIS FORM.

No. 1. Enter the file number which the Secretary of State assigned to the
Certificate of Limited Partnership (Form LP-1).

No. 2. Enter the name of the limited partnership exactly as it appears in
the Certificate of Limited Partnership (Form LP-1). In the event the
limited partnership changed its name, enter the new name exactly as
it appears in the most recent Certificate of Amendment (Form LP-2)
filed with the Secretary of State.

No. 3. ENTER CHANGES ONLY. DO NOT COMPLETE BLOCKS FOR MATTERS WHICH ARE
UNCHANGED.

A. Enter the name of the limited partnership. Any proposed new name MUST
be cleared by the Secretary of State for the purpose of determining
that the new name is not the same as or deceptively similar to the
name of another limited partnership. All names must also contain the
words "limited partnership" or the abbreviation "L.P." at the end of
the name.

B.-D. Please show complete street address. DO NOT show a P.O. Box number.
DO NOT abbreviate the name of the city. Enter the ZIP Code.

E. If a general partner's name has been changed, please indicate the
previous and new name of that general partner.

F.-G. If more than one (1) general partner is being withdrawn or added,
list the name and address of each additional general partner and the
action being taken on an 8 1/2" x 11" sheet of white paper and attach
it to the certificate. Indicate the number of pages attached in item
3J.

H. The person named as agent must be a resident of California. ONLY ONE
INDIVIDUAL MAY BE NAMED AS AGENT FOR SERVICE OF PROCESS; or, the
agent may be a corporation. If a corporation is named as agent for
service of process, a certificate pursuant to Section 1505 must be
filed in the Secretary of State's office. If the agent is a person,
enter that person's name and complete business or residence address.
If the agent is a corporation, enter the name of the corporation
only. Please DO NOT show a P.O. Box number as the agent's address.

I. Section 15624 requires that certificates of amendment, dissolution,
continuation or cancellation be executed by ALL general partners [or
a lesser number provided in the Certificate of Limited Partnership
(Form LP-1)]. Please indicate the changed number of general partner
signatures required to execute future certificates.

J. In addition to the required information, any other maters may be
included as a part of the certificate. Such other matters should be
included on a separate 8 1/2" x 11" sheet of white paper attached to
the certificate. One-sided legible copies will be accepted. Indicate
the number of attached pages. Please note, attachments become a
matter of public record.

No. 4. Section 15624(a) requires certificates of amendment be executed by
ALL general partners [or a lesser number as provided for in the
Certificate of Limited Partnership (Form LP-1), or as later amended
in an Amendment to Certificate of Limited Partnership (Form LP-2)],
and by each general partner designated as a new partner. Any general
partner whose name has been withdrawn on this form (in Box 3(F)),
need not sign this certificate.

If the certificate is filed by any person other than the general
partner(s), the signature must be followed by the words "signature
pursuant to Section ." (Section 15625)

Section 15624(b) provides that a certificate of amendment may be
executed by an attorney-in-fact. The signature of an attorney-in-fact
should be followed by the words "attorney-in-fact for (name of
partner)."

If an association is designated as a general partner, the person who
signs for the association must note the exact association name,
his/her position and/or title.

Please indicate the date the certificate is signed.

No. 5. Type or print the name and address of the person or firm to receive
the acknowledgment of the filing. Send the signed certificate with
original signature(s) to the Secretary of State, Limited Partnership
Division, P.O. Box 704, Sacramento, CA 95812-0704 WITH THE $15 FILING
FEE.
<PAGE> 3
AMENDMENT TO CERTIFICATE OF
LIMITED PARTNERSHIP OF
AMERICAN CAPITAL EXCHANGE FUND,
A CALIFORNIA LIMITED PARTNERSHIP

ITEM 3:

G: GENERAL PARTNER ADDED:

NAME: Stephen R. Gross

ADDRESS: 2625 Cumberland Parkway, Suite 400

CITY: Atlanta STATE: Georgia ZIP CODE: 30339

NAME: Donald M. Carlton

ADDRESS: 8501 North Mopac Boulevard, Building 6

CITY: Austin STATE: Texas ZIP CODE: 78759

ITEM 4 (Continued):

/s/ DONALD M. CARLTON
- ------------------------------------------------
Signature Donald M. Carlton

Managing General Partner 4-26-96
- ------------------------------------------------
Position or Title Date

Van Kampen American Capital Exchange Corporation
- ------------------------------------------------

By: /s/ NORI L. GABERT
---------------------------------------------
Signature

Non-Managing General Partner 4-26-96
- ------------------------------------------------
Position or Title Date

Van Kampen American Capital Asset Management, Inc.

By: /s/ NORI L. GABERT
---------------------------------------------
Signature

Non-Managing General Partner 4-26-96
- ------------------------------------------------
Position or Title Date

<PAGE> 1

EXHIBIT 11

CONSENT OF INDEPENDENT AUDITORS

The Managing General Partners

Van Kampen American Capital Exchange Fund

We consent to the use of our report included herein.

/s/ KPMG PEAT MARWICK LLP

Houston, Texas

April 29, 1996

<ARTICLE> 6
<CIK> 0000005100
<NAME> VAN KAMPEN AMERICAN CAPITAL EXCHANGE FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 8,811,920
<INVESTMENTS-AT-VALUE> 47,720,174
<RECEIVABLES> 85,852
<ASSETS-OTHER> 18,462
<OTHER-ITEMS-ASSETS> 2,418
<TOTAL-ASSETS> 47,826,906
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 72,234
<TOTAL-LIABILITIES> 72,234
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> (34,218,859)
<SHARES-COMMON-STOCK> 314,415
<SHARES-COMMON-PRIOR> 327,142
<ACCUMULATED-NII-CURRENT> 2,369,568
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 40,695,709
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 38,908,254
<NET-ASSETS> 47,754,672
<DIVIDEND-INCOME> 859,801
<INTEREST-INCOME> 46,017
<OTHER-INCOME> 0
<EXPENSES-NET> (389,740)
<NET-INVESTMENT-INCOME> 516,078
<REALIZED-GAINS-CURRENT> 993,874
<APPREC-INCREASE-CURRENT> 10,576,351
<NET-CHANGE-FROM-OPS> 12,086,303
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (408,602)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> (13,104)
<SHARES-REINVESTED> 377
<NET-CHANGE-IN-ASSETS> 10,015,602
<ACCUMULATED-NII-PRIOR> 2,262,091
<ACCUMULATED-GAINS-PRIOR> 39,701,835
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 221,917
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 389,740
<AVERAGE-NET-ASSETS> 44,383,497
<PER-SHARE-NAV-BEGIN> 115.36
<PER-SHARE-NII> 1.62
<PER-SHARE-GAIN-APPREC> 36.18
<PER-SHARE-DIVIDEND> (1.28)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 151.88
<EXPENSE-RATIO> .88
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>