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 Reserve Fund
    One Parkview Plaza
    Oakbrook Terrace, IL 60181



2.  Name of each series or class of funds for which this notice is filed:




3.  Investment Company Act File Number: 811-02482

    Securities Act File Number: 2-50870



4.  Last day of fiscal year for which this notice is filed: May 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:     [    ] 



6.  Date of termination of issuer's declaration under rule 24f-2(a)(1), 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



8.  Number and amount of securities registered during the year other than
    pursuant to rule 24F-2: 0



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

    6,463,545,228               $6,463,547,887



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

    6,463,545,228               $6,463,547,887



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):  






         Calculation of registration fee:                                                                                          
                                                                                                                          
(i)      Aggregate sale price of securities sold during the fiscal year in reliance on rule 24f-2 (from Item 10): $   6,463,547,887
         Aggregate price of shares issued in connection with dividend reinvestment plans (from Item 11, if                         
(ii)     applicable):                                                                                             +                
(iii)    Aggregate price of shares redeemed or repurchased during the fiscal year (if applicable):                -   6,256,493,476
          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                       
(v)      [line (i), plus line (ii), less line (iii), plus line (iv)] (if applicable):                                   207,054,411
         Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or other applicable law or                            
(vi)     regulation (see Instruction C.6):                                                                        x       .00034483
(vii)    Fee due [line (i) or line (v) multiplied by line (vi)]:                                                         $71,398.07



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 ] 



    Date of mailing or wire transfer of filing fees to the Commission's lockbox
    depository:    7/12/96




                                       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/Nicholas Dalmaso, Assistant Secretary
                              Nicholas Dalmaso, Assistant Secretary





Date: 7/29/96



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


                SKADDEN, ARPS, SLATE, MEAGHER & FLOM

                       333 West Wacker Drive
                 Chicago, Illinois 60606-1285
                          (312) 407-0700



                                               July 30, 1996



Van Kampen American Capital
  Reserve Fund
One Parkview Plaza
Oakbrook Terrace, IL  60181



                       Re:   Filing of Form 24f-2 



Ladies and Gentlemen:



          We have acted as special counsel to Van Kampen 
American Capital Reserve Fund (the "Trust"), a Delaware 
business trust, which was formerly known as American Capital 
Reserve Fund (the "Former Trust"), a voluntary association 
with transferable shares organized and existing under and 
by virtue of the laws of The Commonwealth of Massachusetts 
commonly known as a Massachusetts business trust, in 
connection with the filing of its Form 24f-2 (the "Form 
24f-2") with the Securities and Exchange Commission (the 
"Commission").  As of July 31, 1995, the Former Trust was 
reorganized from a Massachusetts business trust into the 
Trust as a Delaware business trust, and the Trust has adopted 
and succeeded, pursuant to Rule 414 under the Securities 
Act of 1933, as amended (the "Securities Act"), to the 
registration statement and prior Rule 24f-2 notices of the 
Former Trust.

          The Form 24f-2 makes definite registration of  
6,463,545,228 common shares of beneficial interest, $.01 
par value per share (the "Shares"), for the Trust's fiscal 
year ended May 31, 1996, which shares were issued in the 
following amounts by the respective classes of the Trust:  
5,955,030,579 Class A Shares; 409,059,828 Class B Shares; 
and 99,454,821 Class C Shares.

          In connection with this opinion, we have examined 
the originals or copies, certified or otherwise identified 
to our satisfaction, of the following documents:

          (a)  the First Amended and Restated Agreement and 
Declaration of Trust of the Trust dated June 21, 1995 (the 
"Declaration of Trust"),

          (b)  Certificate of Amendment dated September 7, 
1995 to the Declaration of Trust,

          (c)  the Certificate of Trust of the Trust  dated 
July 11, 1995,

          (d)  the Certificate of Designation of the Trust,

          (e)  the Amended and Restated By-laws of the Trust 
dated September 7, 1995,

          (f)  the Agreement and Plan of Reorganization 
dated as of July 31, 1995 providing for the reorganization 
of the Former Trust into the Trust,

          (g)  each Post-Effective Amendment under the 
Securities Act and the Investment Company Act of 1940, as 
amended, to the Registration Statement of the Trust on Form 
N-1A, Commission File Nos. 2-50870 and 811-02482,  filed 
with the Commission after August 1, 1995 and prior to the 
date hereof and the exhibits contained therein,

          (h)  copies of certain resolutions adopted by the 
Board of Trustees of the Trust relating to the 
authorization, issuance and sale of the Shares and furnished 
to us by the Trust,

          (i)  such other agreements, documents, 
certificates and other records as we have deemed necessary 
or appropriate as a basis for the opinions set forth herein.

          In such examination we have assumed the legal 
capacity of natural persons, the genuineness of all 
signatures, the authenticity of all documents submitted to 
us as originals, the conformity to original documents of 
all documents submitted to us as copies and the authenticity 
of the originals of such latter documents.  As to any facts 
material to such opinion which were not independently 
established, we have relied on statements or 
representations of officers of the Trust or others.

          Members of this Firm are admitted to the practice 
of law in the State of Delaware, and we express no opinion 
as to the law of any other jurisdiction.

          Based upon and subject to the foregoing, we are 
of the opinion that the issuance and sale of Shares by the 
Trust have been validly authorized and, assuming 
certificates therefor have been duly executed and delivered 
or the shareholders' accounts have been duly credited and 
the Shares represented thereby have been fully paid for, 
such Shares were validly issued, fully paid and  
nonassessable.

          We hereby consent to the filing of this opinion 
with the Form 24f-2.



                       Very truly yours,

                       Skadden, Arps, Slate, Meagher & Flom