24F-2NT

             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:
    Kemper Income and Capital Preservation Fund
    222 S. Riverside Plaza, Chicago Illinois 60606

2.  Name of each series or class of funds for which this notice is 
filed: A, B, C & I Shares

3.  Investment Company Act File Number: 811-2305 
    Securities Act File Number: 2-45481

4.  Last day of fiscal year for which this notice is filed:
    October 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): 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: 
0

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

9.  Number and aggregate sale price of securities sold during the
fiscal year:
Number: 18,958,483 
Aggregate Sale Price: $161,702,864 

10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
Number: 18,958,483
Aggregate Sale Price: $161,702,864

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):
Number: 0
Aggregate Sale Price: $0


U.S. Securities and Exchange Commission, Rule 24f-2 Notice p.2

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):  
$161,702,864
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):                 
+$0                   
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable): 
- -$228,319,678
(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):
$0.00        
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction C.6):
x1/33rd of 1%               
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$0.00
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).  [ ]

     Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: N/A


                           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/Philip J. Collora, Vice President and
                            Secretary
                            -------------------------------------
                            Philip J. Collora, Vice President and 
                            Secretary               
Date: December 16, 1996

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

EX-99

                                December 12, 1996


Kemper Income and Capital Preservation Fund
222 South Riverside Plaza
Chicago, Illinois  60606

Re:     Rule 24f-2 for Kemper Income and Capital Preservation Fund (the  
        "Fund")
        File No. 2-45481

Ladies and Gentlemen:

     Reference is made to your Registration Statement under the Securities
Act of 1933 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, 1996. 
Reference is also made to the 18,958,483 shares (the "Shares") specified in
said Notice as having been sold in reliance upon registration pursuant to Rule
24f-2.  

     Assuming that the Fund's Amended and Restated Agreement and
Declaration of Trust dated May 27, 1994, the Written Instrument Establishing
and Designating Classes dated May 27, 1994, and the By-Laws of the Fund
adopted January 28, 1986 are presently in full force and effect and have not
been amended in any respect and that the resolutions adopted by the Board
of Trustees of the Fund on January 28, 1986 and March 5, 1994 relating to
organizational matters and the issuance of shares are presently in full force
and effect and have not been amended in any respect, it is our opinion that
the Shares, the registration of which the Notice makes definite in 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").  In rendering this opinion, we
have relied upon an opinion dated November 18, 1985 from Ropes & Gray
of Boston, Massachusetts and upon an Officer's Certificate executed by the
Treasurer of the Fund representing that all shares of the Fund have been
issued at the net asset value determined in accordance with the Fund's
prospectus.  In addition, we have taken note of the opinion dated December
3, 1996 from Ropes & Gray to the Kemper Aggressive Growth Fund.

     This opinion is solely for the benefit of the Fund, the Fund's Board of
Trustees and the Fund's officers and may not be relied upon by any other
person without our prior written consent.  We 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/VEDDER, PRICE, KAUFMAN & KAMMHOLZ

                                VEDDER, PRICE, KAUFMAN & KAMMHOLZ

COK/dd