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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: CGM Capital Development Fund
The CGM Funds
222 Berkeley Street
Boston, MA 02116
2. Name of each series or class of funds for which this notice is filed: CGM
Capital Development Fund
3. Investment Company Act File Number: 811-933
Securities Act File Number: 2-16252
4. Last day of fiscal year for which this notice is filed: December 31, 1996
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration: []
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6): Not Applicable
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: 0
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 273,600 Shares, $8,391,330
9. Number and aggregate sale price of securities sold during the fiscal year:
4,232,722 Shares, $124,490,310
10. Number and aggregate sale price of securities and during the fiscal year
in reliance upon registration pursuant to rule 24f-2: 3,959,122 Shares,
$115,939,894
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
instruction B.7): 0
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): $ 115,939,894
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable): + $0
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 49,937,780
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(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 24e-2 (line (i), plus line (ii), less line
(iii), plus line (iv)) (if applicable): $66,002,114
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(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation (see instruction C.6): x 1/3300
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $20,000.64
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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): [X]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: 2/19/97
SIGNATURES
This 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/ Frank N. Strauss
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Frank N. Strauss
Treasurer
Date: 2/20/97
