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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: Capital Appreciation Fund
2. Name of each series or class of funds for which this notice
is filed:
3. Investment Company Act File Number: 811-3429
Securities Act File Number: 2-76640
4. Last day of fiscal year for which this notice is filed:
DECEMBER 31, 1995
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):
7. Number and amount of securites 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:
0
9. Number and aggregate sale price of securities sold during the
fiscal year:
0
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to Rule 24f-2:
0
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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 fees:
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<S> <C> <C>
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on 24f-2 (from item 10): $ 0
(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: - 0
(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
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(v) Net aggregate price of securities sold and
and issued during the fiscal year in reliance
on Rule 24f-2 [line (i), plus line (ii), less
line (iii), plus line (iv)] (if applicable): 0
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation (see instruction C.6): 0
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(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 0
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INSTRUCTION: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
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 (17CFR 202.3a). [ ]
Date for mailing or wire transfer of filing fees to the Commission's lockbox
directory:
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the date indicated.
By (Signature and Title)* /s/ Kathleen A. McGah
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Counsel and Assistant Secretary
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Date: 2/29/96
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*Please print the name and title of the signing officer below the signature.
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RE: Opinion of Counsel in Connection with
Rule 24f-2 Notice for Capital Appreciation Fund; File No. 2-76640
To Whom It May Concern:
Capital Appreciation Fund ("Trust") is filing its Rule 24f-2 Notice to
which this opinion is appended to make the issuance of such shares definite in
number for its fiscal year ended December 31, 1995. In my opinion, such
shares, if issued and sold in accordance with the Trust's By-Laws, Declaration
of Trust (as amended), and offering Prospectus, were legally issued, fully paid
and non-assessable by the Trust, entitling the holders thereof to the rights
set forth in the By-Laws and Declaration of Trust, as amended, and subject to
the limitations stated therein.
My opinion is based upon my examination of the Trust's By-Laws
(including any amendments thereto), Declaration of Trust, the Trust's
Prospectus, and a review of the minutes of the Board of Trustees of the Trust
authorizing the issuance of such shares.
I hereby consent to the use of this opinion in connection with the
Rule 24f-2 Notice filed by Capital Appreciation Fund making definite the number
of such additional shares issued.
Very truly yours,
/s/ Kathleen A. McGah
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Counsel and Assistant Secretary
The Travelers Life and Annuity Company
Dated: February 27, 1996
