BRAZOS MUTUAL FUNDS
24F-2NT, 2000-02-24
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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

  Read instructions at end of Form before preparing Form.
  Please print or type.

    1. Name and address of issuer:
          BRAZOS MUTUAL FUNDS
          5949 Sherry Lane, Suite 1600
          Dallas, TX 75225

    2. The name of each series or class of securities for which
     this Form is filed (If the Form is being filed for all
     series and classes of securities of the issuer, check the
     box but do not list series or classes): [x]

    3. Investment Company Act File Number:     811-07881

       Securities Act File Number:   333-14943

    4(a).   Last day of fiscal year for which this Form is
          filed:   November 30, 1999

    4(b).   Check this box if this notice is being filed late
          (i.e., more than 90 days  after the end of the
          issuer's fiscal  year).  (See Instruction A.2.)[  ]

   4(c).   Check this box if this is the last time the issuer
          will be filing this Form. [  ]

   5. Calculation of registration fee:

     (i)     Aggregate sale price of
     securities sold during the fiscal
     year pursuant to section 24(f):         $ 542,725,429

     (ii)    Aggregate price of securities redeemed or
     repurchased during the fiscal year:     $ 236,431,569

     (iii)   Aggregate price of securities redeemed or
     repurchased during any prior fiscal year ending
     no earlier than October 11, 1995 that were not
     previously used to reduce registration fees payable
     to the Commission:                      $ -0-

     (iv) Total available redemption credits [add items
            5(ii) and 5(iii)]:               $ 236,431,569

     (v)  Net sales - if Item 5(i) is greater than Item 5(iv)
      [subtract Item 5(iv) from Item 5(i)]:  $ 306,293,860

     (vi) Redemption credits available for use in future
      years - if Item 5(i) is less than Item 5(iv)
      [subtract Item 5(iv) from Item 5(i)]:   $  -0-

     (vii)     Multiplier for determining registration fee
              (See Instruction C.9):         x .000264

     (viii)    Registration fee due [multiply Item 5(v) by
     Item 5(vii)] (enter "0" if no fee is due):$ 80,861.58

  6.   Prepaid Shares                             -0-

       If the response to item 5(i) as determined by deducting
       an amount of securities that were registered under the
       Securities Act of 1933 pursuant to rule 24e-2 as in
       effect before [effective date of rescission of rule 24e-
       2], then report the amount of securities (number of
       shares or other units) deducted here: -0-.  If there is
       a number of shares or other units that were registered
       pursuant to rule 24e-2 remaining unsold at the end of the
       fiscal year for which this form is filed that are
       available for use by the issuer in future fiscal years,
       then state that number here:                -0-

  7.   Interest due - if this Form is being filed more than 90
       days after the end of the issuer's fiscal year (see
       Instruction D): N/A

  8.   Total of the amount of the registration fee due plus any
       interest due [line 5(viii) plus line 7]      $ 80,861.58

  9.   Date the registration fee and any interest payment was
       sent to the Commission's lockbox depository:
       February 18, 2000

       Method of Delivery:
              [x] Wire Transfer
              [  ] Mail or other means

  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/ Dan L. Hockenbrough
                          Dan L. Hockenbrough, President

                          Date: February 24, 2000

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


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