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:
Capstone Growth Fund, Inc.
5847 San Felipe, Suite 4100
Houston, Texas 77057
2. Name of each series or class of funds for which this notice is filed:
N/A
3. Investment Company Act File Number: 811-1436
Securities Act File Number: 2-83397
4. Last day of fiscal year for which this notice is filed: 10-31-96
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):
N/A
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:
$38,454,389 2,625,788 shares
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:
$7,582,245 551,582 shares
<PAGE>
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
$7,582,245 551,582 shares
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):
N/A
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): $ 7,582,245
(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): -23,855,428
(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): 0
(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)]: 0
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:
SIGNATURES
This report has been signed below by the following person on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title) /s/EDWARD L. JAROSKI
Executive Vice President
Date December 26, 1996
LAW OFFICES OF
DECHERT PRICE & RHOADS
1500 K STREET, N.W.
WASHINGTON, DC 20005-1208
TELEPHONE: (202) 626-3300
FAX: (202) 626-3334
December 20, 1996
Capstone Growth Fund, Inc.
5847 San Felipe, Suite 4100
Houston, Texas 77057
Dear Sirs:
As counsel for Capstone Growth Fund, Inc. (the "Fund") during the
fiscal year ended October 31, 1996, 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 have also examined
such other corporate records, agreements, documents and instruments as we deemed
appropriate.
Based upon the foregoing, it is our opinion with respect to the Shares
the registration of which is being made definite by the Notice pursuant to Rule
24f-2 under the Investment Company Act of 1940 ("Notice") being filed by the
Fund for its fiscal year ended October 31, 1996, assuming such Shares were
sold at the public offering price and delivered by the Fund against receipt of
the net asset value of the Shares in compliance with the terms of the
Registration Statement and the requirements of applicable law, that such Shares
were, when sold, 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 the Notice
on Form 24F-2 to be filed by the Fund with the Securities and Exchange
Commission for the Fund's fiscal year ended October 31, 1996.
Very truly yours,
/s/Dechert Price & Rhoads
