U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
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1. Name and address of issuer:
State Street Research Capital Trust
One Financial Center
Boston, MA 02111
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2. Name of each series or class of funds for which this notice is filed:
State Street Research Capital Fund
State Street Research Small Capitalization Growth Fund
State Street Research Small Capitalization Value Fund
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3. Investment Company Act File Number: 811-3838
Securities Act File Number: 2-86271
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4. Last day of fiscal year for which this notice is filed: September 30, 1996
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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:
[ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
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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:
State Street Research Capital Fund shares 0
State Street Research Small Capitalization Growth Fund shares 0
State Street Research Small Capitalization Value Fund shares 0
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
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<S> <C>
State Street Research Capital Fund shares 0
State Street Research Small Capitalization Growth Fund shares 0
State Street Research Small Capitalization Value Fund shares 0
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</TABLE>
9. Number and aggregate sale price of securities sold during the fiscal year:
<TABLE>
<S> <C>
Number of securities sold:
State Street Research Capital Fund shares 28,700,167
State Street Research Small Capitalization Growth Fund shares 752,828
State Street Research Small Capitalization Value Fund shares 532,222
Aggregate sale price of securities sold:
State Street Research Capital Fund shares $354,863,009
State Street Research Small Capitalization Growth Fund shares 7,673,173
State Street Research Small Capitalization Value Fund shares 6,354,584
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$368,890,766
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number of securities sold:
State Street Research Capital Fund shares 28,700,167
State Street Research Small Capitalization Growth Fund shares 752,828
State Street Research Small Capitalization Value Fund shares 532,222
Aggregate sale price of securities sold:
State Street Research Capital Fund shares $354,863,009
State Street Research Small Capitalization Growth Fund shares 7,673,173
State Street Research Small Capitalization Value Fund shares 6,354,584
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$368,890,766
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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):
Number of securities issued:
State Street Research Capital Fund shares 2,303,164
State Street Research Small Capitalization Growth Fund shares 0
State Street Research Small Capitalization Value Fund shares 26,191
Aggregate sale price of securities issued:
State Street Research Capital Fund shares $ 28,068,419
State Street Research Small Capitalization Growth Fund shares 0
State Street Research Small Capitalization Value Fund shares 277,599
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$ 28,346,018
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12. Calculation of registration fee:
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<S> <C> <C>
(i) Aggregate sale price of securities sold during the fiscal year in reliance on
rule 24f-2 (from Item 10): $368,890,766
(ii) Aggregate price of shares issued in connection with dividend reinvestment
plans (from Item 11, if applicable): + $28,346,018
(iii) Aggregate price of shares redeemed or repurchased during the fiscal year (if
applicable): - $118,363,998
(iv) Aggregate price of shares redeemed or repurchased and previously applied as a
reduction to filing fees pursuant to rule 24e-2 (if applicable): + 0
(v) Net aggregate price of securities sold and issued during the
fiscal year in reliance on rule 24f-2 [line (i), plus line
(ii), less line (iii), plus line (iv)] (if applicable): $278,872,786
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or other
applicable law or regulation (see Instruction C.6): x 1/2900
(vii) Fee due [line (i) or line (v) multiplied by line (vi)] $ 96,164
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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.
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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:
November 20, 1996
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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/Amy L. Simmons
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Amy L. Simmons, Assistant Secretary
Date November 22, 1996
*Please print the name and title of the signing officer below the
signature.
[Letterhead of Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111]
November 21, 1996
State Street Research Capital Trust
One Financial Center
Boston, Massachusetts 02111
Dear Sirs:
We are furnishing this opinion with a view to your filing the same or
duplicates thereof with the Securities and Exchange Commission, Washington,
D.C., in connection with the filing of a Rule 24f-2 Notice on Form 24f-2 by you
with said Commission with which this opinion or duplicates thereof are to be
filed. Said Rule 24f-2 Notice is being filed pursuant to the election made by
State Street Research Capital Trust (the "Trust") to register an indefinite
number of shares of beneficial interest ("Shares") in the State Street Research
Capital Fund, the State Street Research Small Capitalization Growth Fund and
State Street Research Small Capitalization Value Fund portfolios of the Trust.
We act as your legal counsel and have examined all such records, papers
and documents as we believe necessary in order to enable us to render the
opinion set forth below.
On the basis of the foregoing we are of the opinion that:
1. The Trust was duly organized and is a lawfully existing
business trust under the laws of the Commonwealth of Massachusetts.
2. The Trust has authorized capital stock consisting of an
unlimited number of shares of beneficial interest.
3. The 28,700,167 Shares of State Street Research Capital
Fund, the 752,828 Shares of State Street Research Small Capitalization
Growth Fund and the 532,222 Shares of State Street Research Small
Capitalization Value Fund which were sold, as well as the 2,303,164
shares of State Street Research Capital Fund and the
<PAGE>
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
State Street Research Capital Trust
November 21, 1996
Page 2
26,191 shares of State Street Research Small Capitalization Value Fund
which were issued in connection with dividend reinvestment plans, in
each case in the fiscal year ended September 30, 1996 were legally and
validly issued and are fully paid and nonassessable.
Very truly yours,
/s/ Mintz, Levin, Cohn
Ferris, Glovsky and Popeo, P.C.
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MINTZ, LEVIN, COHN, FERRIS,
GLOVSKY AND POPEO, P.C.
