24F-2NT

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
RULE 24f-2 NOTICE

Kemper Income and Capital Preservation Fund
120 South LaSalle Street, Chicago, Illinois  60603
File Nos. 2-45481 and 811-2305

Rule 24f-2(b)(1) under the Investment Company Act
of 1940 ("1940 Act").

(i)  Fiscal year for which notice is filed. 
October 31, 1995
(fiscal year end) 
(ii)  The number of shares of the same series, if any, which had
been registered under the Securities Act of 1933 ("1933 Act") other
than pursuant to Rule 24f-2 but which remained unsold at the
beginning of such fiscal year.
0
(shares)
(iii)  The number of shares, if any, registered during such fiscal
year other than pursuant to Rule 24f-2.
0
(shares)
(iv)  The number of shares sold during such fiscal year.
29,900,645
(shares)
(v)  The number of shares sold during such fiscal year in reliance
upon registration pursuant to Rule 24f-2.* 
29,900,645
(shares)
1.  Actual aggregate sale price for which such shares were sold
during the previous fiscal year.
$247,960,731
2.  Actual aggregate redemption price of such shares redeemed
during such previous fiscal year.
$154,503,718
3.  Actual aggregate redemption price of such redeemed shares
previously applied pursuant to Section 24e-2(a) under the 1940 Act.
$0
4.  Net adjustment to aggregate sale price.** 
$154,503,718
5.  Aggregate sale price to be used as basis of computation of fee.
$93,457,013
6.  Fee on 1/50th of 1 percent (1/5000).
$18,691.40
* Computation of Fee pursuant to Section 6(b) of the 1933 Act and
Rule 24f-2(c) under the 1940 Act.
**  If the amount in 4 exceeds that in 1, the shares represented by
such excess may hereafter be applied pursuant to Section 24(e)-2(a)
under the 1940 Act.





SIGNATURE



The undersigned Registrant has duly caused this Rule 24f-2 Notice
to be signed on its behalf by the undersigned, in the City of
Chicago, State of Illinois.

Dated:  November 17, 1995

Kemper Income and Capital Preservation Fund
(name of registrant)

By: /s/Philip J. Collora
- -------------------------
(signature)

Philip J. Collora
- -------------------------
(name)

Secretary 
- -------------------------
(title)


Exhibit:  Opinion of Counsel

EX-99

Philip J. Collora
Attorney at Law
120 South LaSalle Street
Chicago, Illinois 60603


November 17, 1995


Kemper Income and Capital Preservation Fund
120 South LaSalle Street
Chicago, Illinois  60603

Dear Sir or Madam:

Reference is made to your Registration Statement under the
Securities Act of 1933 (the "1933 Act") and the Investment Company
Act of 1940 (the "1940 Act") on Form N-1A and all amendments
thereto and the Rule 24f-2 Notice ("Notice") to be filed by you
with the Securities and Exchange Commission pursuant to Rule 24f-2
under the 1940 Act for the fiscal year ended October 31, 1995.
Reference is also made to the 29,900,645 shares (the "Shares")
specified in said Notice as having been sold in reliance upon
registration pursuant to Rule 24f-2.  I have examined such
documents, certificates and opinions and have made such
investigations as I have deemed necessary for the purposes of this
opinion.  It is my opinion that the Shares, the registration of
which the Notice makes definite in the number, were legally issued,
fully paid and non assessable (although shareholders of the Fund
may be subject to liability under certain circumstances described
in the Statement of Additional Information in the Registration
Statement of the Fund under the caption "Shareholder Rights").  I
consent to the use of this opinion in connection with the
aforementioned Notice to be filed pursuant to Rule 24f-2 under the
1940 Act.

Sincerely,

/s/Philip J. Collora

Philip J. Collora

PJC/jps