8


           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:
   Consulting Group Capital Markets Funds
   222 Delaware Avenue
   Wilmington, Delaware   19801
   
2. Name  of  each  series or class of funds for  which  this
   notice is filed:
   Balanced Investments
   Emerging Markets Equity Investments
   Government Money Investments
   Intermediate Fixed Income Investments
   International Equity Investments
   International Fixed Income Investments
   Large Capitalization Value Equity Investments
   Large Capitlization Growth Investments
   Municipal Bond Investments
   Mortgage Backed Investments
   Small Capitalization Value Equity Investments
   Small  Capitalization Growth Investments
   Long-Term Bond Investments
   
   
3. Investment Company Act File Number:
   811-6318
   Securities Act File Number:
   33-40823
   
4. Last day of fiscal year for which this notice is filed:
   August 31, 1997
   
   
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:
   N/A
   [   ]
   
   
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  SHARES                            $0
   
   
8. Number  and  amount of securities registered  during  the
   fiscal year other than pursuant to rule 24f-2:
   
   0 SHARES                             $0
   
   
   
9. Number  and  aggregate  sale  price  of  securities  sold
   during the fiscal year:
   1,170,498,698 SHARES                     $4,513,657,841
   
   
10 Number  and  aggregate  sale  price  of  securities  sold
 .  during  the  fiscal  year in reliance  upon  registration
   pursuant to rule 24f-2:
   
   Balanced Investments
   5,454,749                                          SHARES
   $60,809,987
   
   Emerging Markets Equity Investments
   27,692,799                                         SHARES
   $252,871,931
   
   Government Money Investments
   864,670,418                                        SHARES
   $864,670,418
   
   Intermediate Fixed Income Investments
   24,710,760                                         SHARES
   $198,168,448
   
   International Equity Investments
   69,723,156                                         SHARES
   $730,458,155
   
   International Fixed Income Investments
   6,058,105                                          SHARES
   $52,858,845
   
   Large Capitalization Value Equity Investments
   49,908,290                                         SHARES
   $651,646,727
   
   Large Capitalization Growth Investments
   42,954,358                                         SHARES
   $651,933,919
   
   Municipal Bond  Investments
   3,733,836                                          SHARES
   $31,506,115
   
   Mortgage Backed  Investments
   6,125,811                                          SHARES
   $48,454,707
   
   Small Capitalization Value Equity Investments
   22,265,765                                         SHARES
   $270,734,989
   
   Small Capitalization Growth Investments
   37,817,355                                         SHARES
   $622,999,791
   
   Long-Term Bond Investments
   9,383,296                                          SHARES
   $76,543,809
   
   
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):
   
   INCLUDED IN ITEM 9
   
12 Calculation    of   registration   fee    for    Balanced
a. Investments:
   (i)     Aggregate  sale price of securities  sold  during
      the fiscal year
         in   reliance  on  rule  24f-2  (from   Item   10):
      $_60,809,987___________
   
   (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):
   - $_32,816,005____________
   
   (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):
   $_27,993,982___________
   
   (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)]:                                                  $
   8,483.02__________
   
   
12 Calculation  of  registration fee  for  Emerging  Markets
b. Equity Investments:
   (i)     Aggregate  sale price of securities  sold  during
      the fiscal year
         in   reliance  on  rule  24f-2  (from   Item   10):
      $_252,871,931___________
   
   (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):
   - $_140,187,007____________
   
   (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):
   $_122,684,924___________
   
   (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)]:
   $_34,146.95_____________
   
   
12 Calculation  of  registration fee  for  Government  Money
c. Investments:
   (i)     Aggregate  sale price of securities  sold  during
      the fiscal year
         in   reliance  on  rule  24f-2  (from   Item   10):
      $_864,670,418___________
   
   (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):
   -_$ 754,144,058____________
   
   (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):
   $_110,526,360___________
   
   (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)]:                                       $  33,492.84
   _____________
   
   
12 Calculation  of  registration fee for Intermediate  Fixed
d. Income Investments:
   (i)     Aggregate  sale price of securities  sold  during
      the fiscal year
         in   reliance  on  rule  24f-2  (from   Item   10):
      $_198,168,448___________
   
   (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):
   - $_116,264,487____________
   
   (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):
   $_81,903,961___________
   
   (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)]:
   $_24,819.38_____________
   
   
12 Calculation of registration fee for International  Equity
e. Investments:
   (i)     Aggregate  sale price of securities  sold  during
      the fiscal year
         in   reliance  on  rule  24f-2  (from   Item   10):
      $ 730,458,155________
   
   (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):
   - $_458,775,537_________
   
   (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):
   $ 271,682,618_________
   
   (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)]:                                       _$ 82,328.07
   _____________
   
   
12 Calculation  of registration fee for Large Capitalization
f. Value Equity Investments:
   (i)     Aggregate  sale price of securities  sold  during
      the fiscal year
         in   reliance  on  rule  24f-2  (from   Item   10):
      $_651,646,727___________
   
   (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):
   - $_651,646,727____________
   
   (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__________
   
   (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)]:                                         __$      0
   _____________
   
   
   
12 Calculation  of registration fee for Large Capitalization
g. Growth Investments:
   (i)     Aggregate  sale price of securities  sold  during
      the fiscal year
         in   reliance  on  rule  24f-2  (from   Item   10):
      $_651,933,919___________
   
   (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):
   - $_426,880,873____________
   
   (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):
   $_225,053,046___________
   
   (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)]:                                                __$
   68,197.89_______
   
   
12 Calculation  of  registration  fee  for  Municipal   Bond
h. Investments:
   (i)     Aggregate  sale price of securities  sold  during
      the fiscal year
         in   reliance  on  rule  24f-2  (from   Item   10):
      $_31,506,115___________
   
   (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):
   - $_28,079,489____________
   
   (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):
   $_3,426,626___________
   
   (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)]:                                       _$  1,038.37
   _____________
   
   
12 Calculation  of  registration  fee  for  Mortgage  Backed
i. Investments:
   (i)     Aggregate  sale price of securities  sold  during
      the fiscal year
         in   reliance  on  rule  24f-2  (from   Item   10):
      $_48,454,707___________
   
   (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):
   - $_36,312,247____________
   
   (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):
   $ 12,142,460__________
   
   (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)]:                                       _$  3,679.53
   _____________
   
   
12 Calculation  of registration fee for Small Capitalization
j. Value Equity Investments:
   (i)     Aggregate  sale price of securities  sold  during
      the fiscal year
         in   reliance  on  rule  24f-2  (from   Item   10):
      $_270,734,989___________
   
   (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):
   - $_268,911,207____________
   
   (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):
   $_1,823,782___________
   
   (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)]:                                                __$
   552.66_____________
   
   
12 Calculation  of registration fee for Small Capitalization
k. Growth Investments:
   (i)     Aggregate  sale price of securities  sold  during
      the fiscal year
         in   reliance  on  rule  24f-2  (from   Item   10):
      $_622,999,791___________
   
   (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):
   - $ 380,170,033____________
   
   (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):
   $ _242,829,758___________
   
   (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)]:                                       _$ 73,584.78
   _____________
   
   
12 Calculation  of  registration  fee  for  Long-Term   Bond
l. Investments:
   (i)     Aggregate  sale price of securities  sold  during
      the fiscal year
         in   reliance  on  rule  24f-2  (from   Item   10):
      $_76,543,809___________
   
   (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):
   - $_57,318,892____________
   
   (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):
   $_19,224,917___________
   
   (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)]:                                       _$  5,825.73
   _____________
   
   
12 Calculation  of registration fee for International  Fixed
m  Income Investments:
   (i)     Aggregate  sale price of securities  sold  during
      the fiscal year
         in   reliance  on  rule  24f-2  (from   Item   10):
      $_52,858,845___________
   
   (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):
   - $_43,275,876____________
   
   (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):
   $ 9,582,969___________
   
   (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)]:                                       _$  2,903.93
   _____________
   
        
        
Instruc Issuers  should  complete lines (ii),  (iii),  (iv),
tion:   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:
   
   
                          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)*
   ___________________________________
                                              _Thomas     M.
   Reynolds - Controller_______
   
   Date _10/07/97_
   
    *Please print the name and title of the signing officer
                     below the signature.