UNITED STATES
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:
Potomac Funds
550 Mamaroneck Avenue
Harrison, NY 10528
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: 811-08243
Securities Act File Number: 333-28697
4(a). Last day of fiscal year for which this Form is filed:
August 31, 1998
4(b). [ ] Check box if this Form is being filed late (i.e.,
more than 90 calendar days after the end of the issuer's fiscal
year). (See Instruction A.2.) N/A
Note: If the Form is being filed late, interest must be paid
on the registration fee due.
4(c). [ ] Check box if this is the last time the issuer will be
filing this Form. N/A
5. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year pursuant to section 24(f):
$ 1,058,304,086
(ii) Aggregate price of securities redeemed or repurchased
during the fiscal year:
$ 1,016,656,413
(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)]:
$1,016,656,413
(v) Net sales - if Item 5(i) is greater than Item 5(iv)
[subtract Item 5(iv) from Item 5(i)]:
$ 41,647,673
(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 0.0278%
(viii)Registration fee due [Multiply Item 5(v) by Item 5(vii)]
(enter "0" if no fee is due):
=$ 11,578.05
6. Prepaid Shares
If the response to item 5(i) was 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: ________. 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 : ___________.
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]:
= $ 11,578.05
9. Date the registration fee and any interest payment was sent
to the Commission's lockbox depository: November 23, 1998
Method of Delivery:
[X] Wire Transfer (CIK# 0001040587)
[ ] 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/ Eric W. Falkeis
Eric W. Falkeis, Assistant Secretary
Date November 24, 1998
*Please print the name and title of the signing officer below
the signature.
Exhibit A - Calculation of Registration Fee
US Plus Fund:
Aggregate price of 12,383,573 shares sold
$141,308,413
Less, aggregate price of 12,335,720 shares sold
(142,504,032)
(1,195,619)
Us Short Fund:
Aggregate price of 10,631,219 shares sold
$89,542,327
Less, aggregate price of 9,810,167 shares sold
(82,360,259)
7,182,068
OTC Plus Fund:
Aggregate price of 28,545,895 shares sold
$325,380,424
Less, aggregate price of 27,808,359 shares sold
(320,052,700)
5,327,724
OTC/ Short Fund:
Aggregate price of 35,233,130 shares sold
$301,561,469
Less, aggregate price of 32,946,269 shares sold
(280,640,109)
20,921,360
U.S. Government Money Market Fund:
Aggregate price of 198,662,995 shares sold
$198,662,995
Less, aggregate price of 189,292,611 shares sold
(189,292,611)
9,370,384
Japan/Short Fund:
Aggregate price of 118,595 shares sold
$1,185,162
Less, aggregate price of 118,595 shares sold
(1,175,390)
9,772
Japan/Long Fund:
Aggregate price of 71,130 shares sold
$663,296
Less, aggregate price of 71,130 shares sold
(631,312)
31,984
TOTAL:
Total aggregate price of 285,646,537 shares sold
$1,058,304,086
Less, total aggregate price of 272,382,851 shares sold
(1,016,656,413)
41,647,673
Fee at 1/36 of 1% $11,578.05
