VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST SER 35
24F-2NT, 1997-08-21
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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 

           Read instructions at end of Form before preparing Form. 

                            Please print or type. 



1.   Name and address of issuer:

     Van Kampen American Capital Equity Opportunity Trust, SERIES 35
     ONE PARKVIEW PLAZA OAKBROOK, IL  60181                  

2.   Name of each series or class of funds for which this notice is filed:
     Van Kampen American Capital Equity Opportunity Trust, SERIES 35

3.   Investment Company Act File Number:  811-2754
     Securities Act File Number:  333-6279

4.   Last day of fiscal year for which this notice is filed:   August 12, 1997

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), if
     applicable (see Instruction A.6):                     

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:

     0                                     0

8.   Number and amount of securities registered during the fiscal year other
     than pursuant to rule 24f-2:

     0                                     0

9.   Number and aggregate sale price of securities sold during the fiscal year:

     4,889,179                    61,061,797

10.  Number and aggregate sale price of securities sold during the fiscal year
     in reliance upon registration pursuant to rule 24f-2:

     4,889,179                    61,061,797

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                                     0

12.  Calculation of registration fee:

<TABLE>
<CAPTION>

     <S>                                                                         <C>
     (i)    Aggregate sale price of securities sold during the fiscal
            year in reliance on rule 24f-2 (from Item 10):                          $   61,061,797
                                                                                    --------------
     (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):                                            -    6,791,155
                                                                                    --------------
     (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):                     54,270,642
                                                                                    --------------
     (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)]:                         16,446
                                                                                    ==============

     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.

</TABLE>

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 ]     Yes

     Date of mailing or wire transfer of filing fees to the Commission's lockbox
     depository:  8-15-97

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/ Gina Costello

                               Assistant Secretary


Date  August 21, 1997

*Please print the name and title of the signing officer below the signature.


                           Chapman and Cutler
                         111 West Monroe Street
                        Chicago, Illinois  60603
                                    
                                    
                             August 21, 1997
                                    
                                    
                                    
Van Kampen American Capital Distributors, Inc.
One Parkview Plaza
Oakbrook Terrace, Illinois  60181
     
     
     Re:              Van Kampen American Capital
            Equity Opportunity Trust, Series 35 (the "Trust")

Gentlemen:
     
     We   have   served  as  counsel  for  Van  Kampen  American  Capital
Distributors, Inc. ("Van Kampen"), as Sponsor and Depositor of the  Trust
in  connection with the preparation, execution and delivery  of  a  Trust
Indenture  and  Agreement for the above-captioned  series  of  which  Van
Kampen  is Depositor and Bank of New York is Trustee, pursuant  to  which
the  Depositor  has  delivered  to  and deposited  Securities  listed  in
Schedule  A  to  the Trust Indenture and Agreement with the  Trustee  and
pursuant  to  which  the Trustee has issued to or on  the  order  of  the
Depositor a certificate or certificates representing an aggregate  number
of  Units of fractional undivided interest in and ownership of the  Trust
created under said Trust Indenture and Agreement.
     
     In connection therewith, we have examined such pertinent records and
documents  and  matters of law as we have deemed necessary  in  order  to
enable us to express the opinions hereinafter set forth.
     
     Based   upon  the  foregoing,  we  are  of  the  opinion  that   the
certificates  evidencing  the Units in the  Trust  constitute  valid  and
binding obligations of the Trust in accordance with the terms thereof.
                                    
                                    Very truly yours,
                                    
                                    
                                    
                                    Chapman and Cutler
MJK/slm


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