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:
Gabelli Capital Series Funds, Inc.
One Corporate Center
Rye, New York 10580-1430
2. Name of each series or class of funds for which this notice is filed:
Gabelli Capital Asset Fund
3. Investment Company Act File Number:
811-7644
Securities Act File Number:
33-61254
4. Last day of fiscal year for which this notice is filed:
December 31, 1996
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:
Not applicable
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
Not applicable
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:
None
8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal year:*
253,768 shares
$2,916,728
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2: *
253,768 shares
$2,916,728
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):**
9,020 shares
$103,908
- ---------------------
* Does not include 2,659,707 shares with an aggregate sales price of $30,420,195
(figures do not include dividend reinvestment shares) sold during the fiscal
year to unmanaged separate accounts whose interests are registered under the
Securities Act of 1933, as amended (the "Securities Act") and for which
registration fees have been or will be paid. Accordingly, a total of 2,913,475
shares with an aggregate sales price of $33,336,923 were sold during the fiscal
year in reliance upon registration pursuant to Rule 24f-2.
**Does not include 122,224 shares with an aggregate sales price of $1,408,027
sold by unmanaged separate accounts whose interests are registered under the
Securities Act and for which registration fees have been or will be paid.
<PAGE>
<TABLE>
<CAPTION>
<S> <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): $2,916,728
----------
(ii)Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + $103,908
----------
(iii)Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable) - $494,373
----------
(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): $2,526,263
(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)]: $765.53
=======
<FN>
- ---------------
***Includes only shares sold to unregistered separate accounts for which no
registration fees have been paid.
</FN>
</TABLE>
Instructions: Issuer 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]
<PAGE>
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
February 27, 1997
- -----------------------------------------------------------------------------
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/ Bruce N. Alpert
Bruce N. Alpert
Vice President and Treasurer
Date: February 28, 1997
*Please print the name and title of the signing officer below the signature
<PAGE>
February 28, 1997
Gabelli Capital Series Funds, Inc.
One Corporate Center
Rye, New York 10580
Re: Rule 24f-2 Notice
Ladies and Gentlemen:
We understand that Gabelli Capital Series Funds, Inc., a
Maryland corporation (the "Corporation"), is about to file a Rule 24f-2 Notice
with the Securities and Exchange Commission (the "Commission") pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended, addressing the
registration of 2,913,475 shares, par value $.001 per share, of the
Corporation's Gabelli Capital Asset Fund Common Stock (the "Shares"), sold
pursuant to Rule 24f-2 during the Corporation's fiscal year ended December 31,
1996.
We have acted as special Maryland counsel for the Corporation
since its organization and are familiar with its Charter and Bylaws. We have
examined the Rule 24f-2 Notice and the Prospectus and Statement of Additional
Information included in the Corporation's Registration Statement on Form N-1A,
as amended (the "Prospectus"). We have also examined and relied upon such
corporate records of the Corporation and other documents and certificates as to
factual matters as we deem necessary for the purpose of this opinion, including
a certificate of the Treasurer of the Corporation to the effect that the
Corporation or its authorized agent received the authorized payment for the
Shares, that the Shares were issued in accordance with the terms described in
the Prospectus, and that the number of Shares outstanding during fiscal year
1996 did not, at any time, exceed the number of shares of the Gabelli Capital
Asset Fund authorized in the Corporation's Charter.
We have also assumed, without independent verification, the
genuineness of signatures on, and the authenticity of, all documents furnished
to us and the conformity of copies to the originals.
Based upon the foregoing, we are of the opinion that:
1. The Corporation is a duly organized and validly existing corporation
under the laws of the State of Maryland; and
2. The Shares of the Corporation's Gabelli Capital Asset Fund
to be registered as addressed in the Rule 24f-2 Notice that you provided to us,
when issued, were validly and legally issued and fully paid and nonassessable
under the laws of the State of Maryland.
This letter expresses our opinion with respect to the Maryland
General Corporation Law governing matters such as the authorization and issuance
of stock. It does not extend to the securities or "Blue Sky" laws of Maryland,
to federal securities laws or to other laws.
We consent to the filing of this opinion with the Commission
in connection with the filing of the Corporation's Rule 24f-2 Notice for the
fiscal year ended December 31, 1996. In giving this consent, we do not hereby
admit that we are experts with respect to any part of the Registration Statement
within the meaning of the term "expert" as used in the Securities Act of 1933,
as amended, or the rules and regulations of the Commission issued thereunder.
This opinion may not be relied upon by any other person or for any other purpose
without our prior written consent.
Very truly yours,
/s/ Venable, Baetjer and Howard, LLP
<PAGE>
