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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
1. Name and address of issuer:
Capstone Fixed Income Series, Inc.
5847 San Felipe, Suite 4100
Houston, Texas 77057
2. Name of each series or class of funds for which this notice is filed:
Capstone Government Income Fund
3. Investment Company Act File Number: 811-1597
Securities Act File Number: 2-28174
4. Last day of fiscal year for which this notice is filed: 11-30-95
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:
$46,557,332 13,639,541 shares
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2.
$23,314,085 4,836,947 shares
9. Number and aggregate sale price of securities sold during the fiscal
year:
$587,808,899 122,401,739 shares
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10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
$537,514,378 111,928,078 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):
0
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): $ 537,514,378
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(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 0
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(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): - 537,514,378
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(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
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(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
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(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x 1/2900
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(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]: 0
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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).
[ ]
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
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President
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Date January 29, 1996
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January 24, 1996
Capstone Fixed Income Series, Inc.
5847 San Felipe, Suite 4100
Houston, Texas 77057
Dear Sirs:
As counsel for Capstone Government Income Fund (the "Fund"), a
series of Capstone Fixed Income Series, Inc., during the fiscal year ended
November 30, 1995, 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. 2-28174) (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 November 30, 1995,
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 November 30, 1995.
Very truly yours,
/s/Dechert Price & Rhoads
