<PAGE> 1
REGISTRATION NO. 2-83397
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
___
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
___
Pre-Effective Amendment No. _____ / /
___
Post-Effective Amendment No. 18 / X /
and/or
___
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X /
Capstone Growth Fund, Inc.
(Exact Name of Registrant as Specified in Charter)
5847 San Felipe, Suite 4100, Houston, Texas 77057
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (713) 260-9000
Allan S. Mostoff, Esq., Dechert Price & Rhoads
1500 K Street, N.W., Suite 500, Washington, DC 20005
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
___
/ X / immediately upon filing pursuant to paragraph (b)
___
/ / on ________________ pursuant to paragraph (b)
___
/ / 60 days after filing pursuant to paragraph (a)
___
/ / on (date) pursuant to paragraph (a) of rule 485.
The Registrant has filed with the Securities and Exchange Commission a
declaration pursuant to Rule 24f-2 under the Investment Company Act of 1940,
and:
___
/ X / filed the notice required by that Rule on February 27, 1995; or
___
/ / intends to file the notice required by that Rule on or about
________________; or
___
/ / during the most recent fiscal year did not sell any securities
pursuant to Rule 24f-2 under the Investment Company Act of 1940,
and, pursuant to Rule 24f-2(b)(2), need not file the Notice.
Total Pages ______ Exhibit Index Page ______
<PAGE> 2
CONTENTS OF AMENDMENT
This Post-Effective Amendment No. 18 to the Registration Statement of Capstone
Growth Fund, Inc. is comprised of the following papers and documents:
1. The facing sheet to register a definite number of shares of Common Stock,
Par Value $.001 for Capstone Growth Fund, Inc.;
2. The opinion of Dechert Price & Rhoads, Counsel for the Registrant, as to
the legality of shares being offered;
3. Signature Page; and
4. Exhibit Index.
<PAGE> 3
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
===============================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
Being Being Price Offering Registration
Registered Registered Per Share Price* Fee
<S> <C> <C> <C> <C>
Shares of 995,697 $14.09 $14,029,375 $100.00
Common Stock (within
Par Value $.001 15 days
Per Share of filing)
===============================================================================
</TABLE>
* Registrant has elected to calculate its filing fee in the manner described in
Rule 24e-2 of the Investment Company Act of 1940. The total amount of
securities redeemed during the previous fiscal year was $25,110,658. The
total amount of securities used for reductions pursuant to paragraph (a) of
Rule 24e-2 or paragraph (c) of Rule 24f-2 during the current year was
$11,371,283. The amount of redeemed securities being used for reduction of
the registration fee in this Amendment is $13,739,375.
<PAGE> 4
October 24, 1995
Capstone Growth Fund, Inc.
5847 San Felipe, Suite 4100
Houston, Texas 77057
Dear Sirs:
As counsel for Capstone Growth Fund, Inc. (the "Fund"), we are
familiar with the Fund's registration under the Investment Company Act of 1940
and with the registration statement relating to its Common Shares (the "Shares")
under the Securities Act of 1933 (File No. 2-83397) (the "Registration
Statement"). We also have examined such other corporate records, agreements,
documents and instruments as we deemed appropriate.
Based upon the foregoing, it is our opinion that the Shares being
registered pursuant to Post-Effective Amendment No. 18 to the Fund's
Registration Statement will, when sold at the public offering price and
delivered by the Fund against receipt of the net asset value of the Shares in
accordance with the terms of the Registration Statement and the requirements of
applicable law, have been duly and validly authorized, legally and validly
issued, and fully paid and non-assessable.
We consent to the filing of this opinion in connection with
Post-Effective Amendment No. 18 which is filed pursuant to Section 24(e) under
the Investment Company Act of 1940 on behalf of the Fund with the Securities and
Exchange Commission.
Very truly yours,
/s/Dechert Price & Rhoads
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
Registration Statement to be signed on its behalf of the undersigned, thereunto
duly authorized, in the City of Houston, and State of Texas on the 27th day of
October, 1995.
CAPSTONE GROWTH FUND, INC.
Registrant
By: /s/EDWARD L. JAROSKI
--------------------------
Edward L. Jaroski
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
/sEDWARD L. JAROSKI Executive Vice President October 27, 1995
- -------------------------- (Principal Executive
Edward L. Jaroski Officer)
/s/LINDA G. GIUFFRE Treasurer (Principal October 27, 1995
- -------------------------- Financial & Accounting
Linda G. Giuffre Officer)
JAMES F. LEARY* Director October 27, 1995
- --------------------------
James F. Leary
JOHN R. PARKER* Director October 27, 1995
- --------------------------
John R. Parker
PHILIP C. SMITH* Director October 27, 1995
- --------------------------
Philip C. Smith
BERNARD J. VAUGHAN* Director October 27, 1995
- --------------------------
Bernard J. Vaughan
* By: /s/EDWARD L. JAROSKI
--------------------------
Edward L. Jaroski, Attorney-In-Fact
<PAGE> 6
File No. 2-83397
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
EXHIBITS
TO
POST-EFFECTIVE AMENDMENT NO. 18
TO
FORM N-1A
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
and
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
CAPSTONE GROWTH FUND, INC.
<PAGE> 7
INDEX TO EXHIBITS
Exhibit Sequentially
Number Description of Exhibits Numbered Pages
1 Powers of Attorney of Messrs. James F. Leary,
John R. Parker, Philip C. Smith and Bernard J.
Vaughan
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below appoints Edward L. Jaroski as his true and lawful attorney-in-
fact, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact, or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
/s/JAMES F. LEARY Director October 27, 1995
- --------------------------
James F. Leary
/s/JOHN R. PARKER Director October 27, 1995
- --------------------------
John R. Parker
/s/PHILIP C. SMITH Director October 27, 1995
- --------------------------
Philip C. Smith
/s/BERNARD J. VAUGHAN Director October 27, 1995
- --------------------------
Bernard J. Vaughan
