APPENDIX I
UNITED STATES
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 securities for which this Form is filed (If
the Form is being filed for all series and classes of securities of the
issuer, check the box but do not list series or classes): [ ]
N/A
3. Investment Company Act File Number:
811-1436
Securities Act File Number:
2-83397
4(a). Last day of fiscal year for which this Form is filed:
10-31-98
4(b).[ ] Check box if this Form is being filed late (i.e. more than 90
calendar days after the end of the issuer's fiscal year.) (See Instruction
A.2)
Note:If the Form is being filed late, interest must be paid on the registration
fee due.
4(c).[ ] Check box if this is the last time the issuer will be filing this Form.
N/A
<PAGE>
5. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year
pursuant to section 24(f): $ 0
(ii) Aggregate price of securities redeemed or repurchased during the
fiscal year: $ 13,557,369
(iii)Aggregate price of securities redeemed or repurchased during any
prior fiscal year ending no earlier than October 11, 1995 that were
not previously used to reduce registration fees payable to the
Commission: $ 0
(iv) Total available redemption credits [add Items 5(ii) and 5(iii):
-$13,557,369
(v) Net sales - if Item 5(i) is greater than Item 5(iv) [subtract Item
5(iv) from Item 5(i)]: $(13,557,369)
(vi) Redemption credits available for use in future years - if Item 5(i) is
less than Item 5(iv) [subtract Item 5(iv) from Item 5(i)]:
$(13,557,369)
(vii) Multiplier for determining registration fee (See Instruction c.9):
x
(viii)Registration fee due [multiply Item 5(v) by Item 5(vii)] (enter "0"
if no fee is due): =$ 0
6. Prepaid Shares
If the response to item 5(i) was determined by deducting an amount of
securities that were registered under the Securities Act of 1933 pursuant
to rule 24e-2 as in effect before [effective date of rescission of rule
24e-2], then report the amount of securities (number of shares or other
units) deducted here: $21,186,564. If there is a number of shares or other
units that were registered pursuant to rule 24e-2 remaining unsold at the
end of the fiscal year for which this form is filed that are available for
use by the issuer in future fiscal years, then state that number here:
$3,770,026.
7. Interest due - if this Form is being filed more than 90 days after the end
of the issuer's fiscal year (see Instruction D):
+$ 0
8. Total of the amount of the registration fee due plus any interest due [line
5(viii) plus line 7]:
=$ 0
9. Date the registration fee and any interest payment was sent to the
Commission's lockbox depository:
Method of Delivery:
[ ] Wire Transfer
[ ] Mail or other means
<PAGE>
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/ Edward L. Jaroski
Executive Vice President
Date January 29, 1999
