VAN KAMPEN AMERICAN CAPITAL EQUITY OPPORTUNITY TRUST SER 37
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 37 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 37               

3.   Investment Company Act File Number:   811-2754 
     Securities Act File Number:   333-06143          

4.   Last day of fiscal year for which this notice is filed:   
     JULY 25, 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:  8,003,705                       90,842,052 


10.  Number and aggregate sale price of securities sold during the fiscal 
     year in reliance upon registration pursuant to rule 24f-2:  
       8,003,705                                   90,842,052

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


<TABLE>
<CAPTION>
<S>      <C>                                                                                                         <C>
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):    $   90,842,052
                                                                                                                     --------------
         Aggregate price of shares issued in connection with dividend reinvestment plans (from Item 11, if                         
(ii)     applicable):                                                                                                +            0
                                                                                                                     --------------
(iii)    Aggregate price of shares redeemed or repurchased during the fiscal year (if applicable):                   -   50,178,904
                                                                                                                     --------------
          Aggregate price of shares redeemed or repurchased and previously applied as a reduction to filing fees                   
(iv)     pursuant to rule 24e-2 (if applicable):                                                                     +            0
                                                                                                                     --------------
          Net aggregate price of securities sold and issued during the fiscal year in reliance on rule 24f-2 [line                 
(v)      (i), plus line (ii), less line (iii), plus line (iv)] (if applicable):                                          40,663,148
                                                                                                                     --------------
         Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or other applicable law or regulation                 
(vi)     (see Instruction C.6):                                                                                      x       1/3300
                                                                                                                     --------------
(vii)    Fee due [line (i) or line (v) multiplied by line (vi)]:                                                             12,322
                                                                                                                     ==============
</TABLE>


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.


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 37 (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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