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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and Address of issuer:
Fiduciary Management Associates
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:
811-1897
Securities Act File Number:
2-33889
4(a). Last day of fiscal year for which this Form is filed:
May 6, 1998
4(b). /X/ 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)
4(c). /X/ Check 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): $2,322,501
(ii) Aggregate price of securities
redeemed or repurchased during the
fiscal year: $78,411,029
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(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: N/A
(iv) Total available redemption credits
[add Items 5(ii) and 5(iii)]: $78,411,029
(v) Net sales - if Item 5(i) is greater
than Item 5(iv) [subtract Item 5(iv)
from Item 5(i)]: N/A
(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)]: $(76,088,528)
(vii) Multiplier for determining
registration
fee (See Instruction C.9): X .000295
(viii) Registration fee due [multiply Item
5(v) by Item 5(vii)] (enter "0" if no
fee is due): =$-0-
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 October 11, 1997, then report the amount of
securities (number of shares or other units) deducted here:
N/A.
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: N/A.
7. Interest due - if this Form is being filed more than 90
days after the end of the issuers fiscal year (see
Instruction D): +N/A
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8. Total of the amount of the registration fee due plus any
interest due [line 5(viii) plus line 7]: =$-0-
9. Date the registration fee and any interest payment was sent
to the Commission's lockbox depository:
Method of Delivery:
/ / 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/ Dominic Pugliese
_____________________________
Domenick Pugliese
Assistant Secretary
Date: October 27, 1998
* Please print the name and title of the signing officer below
the signature.
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00250061.AK1
