UNITED STATES
SECURITIES AND EXCHANGE OMB APPROVAL
COMMISSION
Washington, D.C. 20549 OMB Number:
3235-0456
Expires: April 30,
1998
FORM 24f-2 Estimated average
burden
Annual Notice of Securities hours per response:
Sold . 0
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer: Enterprise
Capital Management
3343 Peachtree Road, N.E. Suite
450
Atlanta, GA 30326-1022
2. Name of each series or class of funds for which this
notice is filed:
The Enterprise Group of Funds, Inc.
3. Investment Company Act File Number:
Securities Act File Number: 2-28097
4. Last day of fiscal year for which this notice is
filed:
December 31, 1996
5. Check box if this notice is being filed more than 180
days after the close of the issuer's
fiscal year for purpose of reporting securities sold
after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration:
6. Date of termination of issuer's declaration under
rule 24f-2(a)(1), if applicable (see
Instruction A.6):
7. Number and amount of securities of the same class or
series which had been registered under the Securities Act
of 1993 other than pursuant to rule 24f-2 in a prior
fiscal year, but which remained unsold at the beginning of
the fiscal year:
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
SEC 2393 (9/95)
9. Number and aggregate sale price of securities sold
during the fiscal year:
162,115,515 shares
$395,242,752
10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
160,236,885 shares
$347,026,928
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):
1,878,630 shares
$48,215,824
12. Calculation of registration fee:
(i)Aggragate sale price of securities sold
during the fiscal year in reliance on rule $
24f-2 (from Item 10): 347,026,928
(ii)Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): +
48,215,824
(iii)Aggregate price of shares redeemed or
repurchased during the fiscal year (if -
applicable): 188,181,822
(iv)Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to +
rule24e-2 (if applicable):
(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): 207,060,930
(vi)Multiplier prescribed by Section 6(b)
of the Securities Act of 1993 or other
applicable law or regulation(see x
Instruction C.6): 1/3300
(vii)Fee due [line (i) or line
(v)multiplied by line (vi)]: 62,745.75
Instruction: Issuers should complete lines (ii), (iii),
(iv), and (v) only if the form being filed within 60 days
after the close of the issuer's fiscal year. See
Instruction C.3.
11. 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).
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: 2/13/97
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)*
_______________________________________________
_______________________________________________
Date _____________
* Please print the name and title of the signing officer
below the signature.
