CAMELOT FUNDS /KY
N-30D, 1996-08-29
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                               THE FAIRMONT FUND


                         Unaudited Financial Statements
                                 June 30, 1996

<PAGE>


<TABLE>
<CAPTION>

                               The Fairmont Fund

                            Schedule of Investments
                                  (Unaudited)

                                 June 30, 1996

         <C>       <S>                                    <C>                  <C>
Investments in Securities
Common Stocks (Shares)                                       Value              Percent

     Aluminum Production
          25,000    Kaiser Aluminum Corporation (a)         $ 275,000             0.88%

     Apparel Manufacturing
          15,000    Oshkosh B Gosh Inc                        270,000             0.87

     Automobile Insurance
          15,000    Integon Corporation                       301,875             0.97

     Automobile Parts
         100,000    TBC Corporation (a)                       862,500             2.76

     Banking
          50,000    Imperial Bancorp (a)                    1,200,000
          70,000    North Fork Bancorporation, Inc.         1,828,750
          75,000    UST Corporation                         1,115,625
                                                            4,144,375            13.28
     Business Services
         150,000    Butler International Inc (a)            1,171,875
         300,000    Digital Solutions Inc (a)               1,481,250
                                                            2,653,125             8.50
     Cable TV
          45,000    American Telecasting Inc (a)              596,250
         110,000    CAI Wireless Systems Inc (a)            1,017,500
          30,000    Heartland Wireless Communications (a)     712,500
                                                            2,326,250             7.45
     Computer Terminals
          20,000    Sigma Designs Inc (a)                     187,500             0.60

     Electronic Components
          10,000    ADFlex Solutions Inc (a)                  110,000
          40,000    Read Rite Corporation (a)                 565,000
                                                              675,000             2.16
     Gold Mining
          11,000    ASA Ltd                                   429,000             1.38

     Health Care Management
          40,000    Coventry Corporation (a)                  630,000
          10,000    Staff Builders, Inc (a)                    33,750
                                                              663,750             2.13
     Hospital and Medical Service Plans
          50,000    Maxicare Health Plans Inc (a)             943,750             3.02

     Life Insurance
          75,000    Pioneer Financial Services Inc          1,246,875             4.00

<PAGE>

                               The Fairmont Fund

                            Schedule of Investments
                                  (Unaudited)

                                 June 30, 1996



Investments in Securities (continued)
Common Stocks (Shares)                                       Value              Percent

     Mail Order Retailers
          70,000    Fingerhut Companies Inc                $1,093,750             3.51%

     Medical Laboratories
          370,000   Meris Laboratories Inc (a)                323,750             1.04

     Oil and Gas Exploration
          100,000   Oryx Energy Company (a)                 1,625,000             5.21

     Pharmaceuticals
          400,000   Pharmos Corporation (a)                   787,500
          18,750    Pharmos Corporation Warrants Exp.
                        9/15/00 (a)(b)                          5,273
          28,000    Sandoz Ltd ADR                          1,604,750
                                                            2,397,523             7.68
     Restaurants
          20,000    O Charleys Inc (a)                        240,000             0.77

     Retail Bookstores
          20,000    Barnes and Noble Inc (a)                  717,500
          100,000   Books A Million Inc (a)                   837,500
                                                            1,555,000             4.98
     Savings Institutions
          25,000    Leader Financial Corporation            1,118,750
          60,000    Mechanics Savings Bank (a)                690,000
                                                            1,808,750             5.80

     Semiconductor and Semiconductor Manufacturing Equipment
          25,000    Genus Inc (a)                             240,625
          20,000    Mattson Technology Inc (a)                212,500
          55,000    California Micro Devices Corporation (a)  488,125
          95,000    Integrated Device Technology Inc (a)    1,009,375
                                                            1,950,625             6.25
     Shoes
          50,000    Timberland Company (a)                  1,162,500             3.73

     Telephone Equipment
          10,000    Intervoice Inc (a)                        198,750             0.64

     Water Transportation
          50,000    Alexander and Baldwin Company           1,206,250             3.87

     Wholesale Groceries
          50,000    International Dairy Queen Inc.
                        Class A (a)                         1,100,000             3.53

          Total Common Stocks (Cost $28,225,302)           29,640,898            95.01

<PAGE>

                               The Fairmont Fund

                            Schedule of Investments
                                  (Unaudited)

                                 June 30, 1996

Investments in Securities (continued)
Bank Repurchase Agreement                                    Value              Percent


     With Star Bank NA of Cincinnati, issued 6/28/96 due 7/1/96,
     fully collateralized by GNMA, 6.00%
     due 5/20/22  (Cost $3,487,000)                         3,487,000            11.17

          Total Investments (Cost $31,712,302)             33,127,898           106.18

          Other Assets Less Liabilities                    (1,929,106)           (6.18)

               Net Assets                                $ 31,198,792           100.00%

<FN>

(a)  Common stocks which have not declared a dividend in 1996.
(b)  There are restrictions on these warrants which will limit the Fund's
     ability to convert them to stock until September 14, 1996.

</FN>
</TABLE>

                            See accompanying notes.



<PAGE>

<TABLE>
<CAPTION>


                               The Fairmont Fund

                      Statement of Assets and Liabilities
                                  (Unaudited)

                                 June 30, 1996

                                     ASSETS

<S>                                                        <C>                   <C>
INVESTMENTS IN SECURITIES, At Value (Note 2)
     Common stocks (Cost $28,225,302)                       $29,640,898
     Bank repurchase agreement                                3,487,000

          Total investments in securities                                         $33,127,898


CASH                                                                                    2,796

RECEIVABLES
     Investment securities sold                                 204,400
     Dividends                                                   13,875
     Interest                                                     1,453

        Total receivables                                                             219,728

           Total assets                                                            33,350,422



                                  LIABILITIES


PAYABLES
     Investment securities purchased                        $ 2,088,475
     Management fee (Note 3)                                     42,472
     Shares redeemed                                             20,103
     Other                                                          580

        Total liabilities                                                           2,151,630

NET ASSETS                                                                        $31,198,792

NET ASSETS CONSIST OF
     Capital stock (1,067,946 shares outstanding) (Note 8)                        $25,201,348
     Accumulated net realized gains on investments                                  4,661,797
     Net unrealized appreciation on investments (Note 5)                            1,415,596
     Undistributed net investment loss                                                (79,949)

NET ASSETS                                                                        $31,198,792


NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE
   ($31,198,792 divided by 1,067,946 shares)                                          $ 29.21

</TABLE>

                            See accompanying notes.
<PAGE>

<TABLE>
<CAPTION>

                               The Fairmont Fund

                            Statement of Operations
                                  (Unaudited)

                         Six Months Ended June 30, 1996

<S>                                                          <C>

INVESTMENT INCOME (Note 2)

     Dividends                                                 $ 100,865
     Interest                                                     70,685 

          Total investment income                                171,550

EXPENSES

     Management fee (Note 3)                                     251,499

          Net investment loss                                    (79,949)
   

NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS (Note 2)

     Net realized gains from investment transactions           5,219,998

     Net change in unrealized appreciation on investments     (2,827,861)

       Net realized and unrealized gains on investments        2,392,137

         Net increase in net assets resulting
            from operations                                   $2,312,188


</TABLE>

                            See accompanying notes.


<PAGE>

<TABLE>
<CAPTION>

                               The Fairmont Fund

                       Statement of Changes in Net Assets
                                  (Unaudited)

        Six Months Ended June 30, 1996 and Year Ended December 31, 1995


<S>                                           <C>        <C>            <C>          <C>      
                                                             1996                         1995    
FROM OPERATIONS

     Net investment loss                                   $ (79,949)                  $ (136,265)
     Net realized gains on investments                     5,219,998                    3,460,455
     Net change in unrealized appreciation
          on investments                                  (2,827,861)                   2,774,041

     Net increase in net assets
          resulting from operations                        2,312,188                    6,098,231


DISTRIBUTIONS TO SHAREHOLDERS (Note 4)

     Distributions from net investment income                      0                   (3,458,598)


FROM CAPITAL SHARE TRANSACTIONS (Note 8)       Shares                    Shares  

     Proceeds from sale of shares              60,315      1,719,361     106,454        2,870,723

     Shares issued in reinvestment
          of distributions                          0              0     122,781        3,317,538

     Payments for shares redeemed             (35,639)    (1,023,758)   (108,307)      (2,831,640)

     Net increase or decrease in net assets
       from capital share transactions         24,676        695,603     120,928        3,356,621


       Net increase in net assets                          3,007,791                    5,996,254


NET ASSETS

     Beginning of year                                    28,191,001                   22,194,747 

     End of period                                       $31,198,792                  $28,191,001


</TABLE>

                            See accompanying notes.

<PAGE>

<TABLE>
<CAPTION>


                               The Fairmont Fund

                              Financial Highlights
                                  (Unaudited)

                (For a Share Outstanding Throughout Each Period)


<S>                                         <C>                   <C>             <C>             <C>            <C>


                                             Six Months                                   Years Ended    
                                               Ended               December        December        December        December
                                              June 30                 31              31              31              31
                                                1996                 1995            1994            1993            1992

Net Asset Value, Beginning of Period         $ 27.02                 24.06           22.43           19.41           17.02

     Income From Investment Operations
     Net Investment Income                      (.06)                 (.08)           (.16)           (.14)           (.17)
     Net Gains or Losses on Securities
        (both realized and unrealized)          2.25                  6.80            1.79            3.16            2.56
       Total From Investment Operations         2.19                  6.72            1.63            3.02            2.39

     Less Distributions
     Dividends (from net investment income)      .00                   .00             .00             .00             .00
     Distributions (from capital gains)          .00                  3.76             .00             .00             .00
     Returns of Capital                          .00                   .00             .00             .00             .00
       Total Distributions                       .00                  3.76             .00             .00             .00

Net Asset Value, End of Period                $29.21                 27.02           24.06           22.43           19.41


Total Return                                   16.21% (a)            27.92%           7.27%          15.56%          14.04%


Ratios/Supplemental Data

Net Assets, End of Period (in 000s)         $ 31,199              $ 28,191         $22,195        $ 18,884        $ 16,788
Ratio of Expenses to Average Net Assets         1.64% (a)             1.70%           1.74%           1.78%           1.79%
Ratio of Net Income to Average Net Assets       (.52)%(a)             (.55)%          (.79)%          (.66)%          (.85)%
Portfolio Turnover Rate                         3.38  (a)             2.47            2.75            1.55            1.32
Average Commission Rate                          .055

<FN>

 (a)  Computed on an annualized basis.

</FN>
</TABLE>

                            See accompanying notes.

<PAGE>

                               The Fairmont Fund

                         Notes to Financial Statements
                                  (Unaudited)

                                 June 30, 1996
(1)  Organization

     The Fairmont Fund (The Fund) is a no-load, diversified series of The
Fairmont Fund Trust (The Trust), which is a Kentucky Business Trust and an
open-end investment company registered under the Investment Company Act of
1940.  The Fund was established under a declaration of trust dated December
29, 1980 and began offering its shares publicly on September 2, 1981.


(2)  Summary of Significant Accounting Policies

     (a)  Valuation of Investment Securities - Purchases and sales of
securities are recorded on a trade date basis.  Portfolio securities which are
traded on stock exchanges or in the over-the-counter markets are valued at the
last sale price as of 4:00 P.M. Eastern time on the day the securities are
being valued or, lacking any sales, at the mean between the closing bid and
asked prices.  Fixed income securities are valued by using market quotations,
or independent pricing services which use prices provided by market makers or
estimates of market values obtained from yield data relating to instruments or
securities with similar characteristics. Securities and other assets for which
market quotations are not readily available are valued at fair value as
determined in good faith by or under the direction of the Board of Trustees. 
Dividend income is recorded on the ex-dividend date and interest income is
recorded on the accrual basis.

     (b)  Gains and Losses on Investment Securities - Gains and losses from
sales of investments are calculated on the "identified cost" method.  Upon
disposition of a portion of the investment in a particular security, it is The
Fund's general practice to first select for sale those securities which
qualify for long-term capital gain or loss treatment for tax purposes.

     (c)  Repurchase Agreements - The Fund may acquire repurchase agreements
from banks or security dealers (the Seller) which the Board of Trustees and
the Adviser have determined creditworthy.  The Seller of the repurchase
agreement is required to maintain the value of collateral at not less than the
repurchase price, including accrued interest.  Securities pledged as
collateral for repurchase agreements are held by The Fund's custodian in the
Federal Reserve/Treasury book-entry system.

     (d)  Capital Shares - The Fund records purchases of its capital shares
at the daily net asset value next determined after receipt of a shareholder's
check or wire and application in proper form.  Redemptions are recorded at the
net asset value next determined following receipt of a shareholder's written
request in proper form.


(3)  Investment Advisory Agreement, Commissions and Related Party
Transactions

     The Investment Advisory Agreement (the Agreement) provides that The
Sachs Company (the Adviser) will pay all of The Trust's operating expenses,
including fees to disinterested trustees, but excluding brokerage fees and
commissions, taxes, interest and extraordinary expenses. The Adviser also pays
The Fund's officers' salaries.  Under the terms of the Agreement, The Fund
pays the Adviser a fee at the rate of 2% of the first $10,000,000 of average
daily net assets, 1-1/2% of the next $20,000,000, and 1% of the average daily
net assets over $30,000,000.  The management fee is accrued daily and paid
monthly.  The Adviser received management fees of $251,499 for the six months
ended June 30, 1996.

     Morton H. Sachs, a trustee of The Fund, is the president and sole
shareholder of the Adviser. The Adviser, as a registered broker-dealer of
securities, effected substantially all of the investment portfolio
transactions for The Fund.  For this service the Adviser received commissions
of $330,541 for the six months ended June 30, 1996.

     Certain officers and/or Trustees of The Fund are officers of the
Adviser.

<PAGE>

                               The Fairmont Fund

                         Notes to Financial Statements
                                  (Unaudited)

                                 June 30, 1996

(4)  Distributions to Shareholders

No distributions to shareholders were declared for the six months ended June
30, 1996. The following is a summary of distributions to shareholders for the
year ended December 31, 1995. 

<TABLE>
<S>         <C>                <C>          <C>            <C>          <C>    
   Period                         Paid                                   Per Share
   Ended       Date Declared     In Cash     Reinvested        Total       Amount
  12/31/95   December 29, 1995  $141,060     $3,317,538     $3,458,598     $3.76

</TABLE>

(5)  Investments

For the six months ended June 30, 1996, the cost of purchases and proceeds
from sales of investments, other than temporary cash investments, were
$48,397,751 and $48,884,576, respectively.

Following is information regarding unrealized appreciation (depreciation) and
aggregate cost of securities based upon federal income tax cost at June 30,
1996:

<TABLE>
         <S>                                                         <C>
                                                                        Tax Cost  
          Aggregate gross unrealized appreciation for
               all securities with value in excess of cost             $2,663,318

          Aggregate gross unrealized depreciation for
               all securities with cost in excess of value             (1,519,939)

          Net unrealized appreciation                                  $1,143,379

          Aggregate cost of securities                                $28,497,520

</TABLE>

(6)  Income Taxes

It is The Fund's policy to comply with the special provisions of the Internal
Revenue Code available to investment companies and, in the manner provided
therein, to distribute substantially all of its income to shareholders. 
Therefore no tax provision is required.

(7)  There are no reportable financial instruments which have any off-balance
sheet risk as of June 30, 1996.

(8)  At June 30, 1996 an indefinite number of capital shares (no par value)
were authorized, and paid-in capital amounted to $25,201,348.  Transactions in
capital shares were as follows:

<TABLE>
         <S>                           <C>

          Shares sold                      60,315
          Shares redeemed                ( 35,639)
          Net increase                     24,676
          Shares outstanding:
              Beginning of period       1,043,270
              Ending of period          1,067,946

</TABLE>



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