OLD DOMINION INVESTORS TRUST INC
24F-2NT, 1998-10-21
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APPENDIX I      

UNITED STATES
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:  Old Dominion Investors' Trust, Inc.
                                110 Bank Street
                                Suffolk, VA 23434



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): N/A




3. Investment Company Act File Number:          811-597

   Securities Act File Number:                  2-9662



4(a). Last day of fiscal year for which this Form is filed: 8/31/98


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):                   $  2,206,586

(ii)   Aggregate price of securities redeemed or
       repurchased during the fiscal year:                      $  1,351,983  

(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(i) and 5(iii)]:                           ( $  1,351,983)


(v)    Net sales - if item 5(i) is greater than item 5(iv)
       [subtract item 5(iv) from item 5(i)]:                    $    854,603


(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    .000295

(viii) Registration fee due [multiply item 5(v) by item
       5(viii)] (enter "0" if no fee is due):                  =$        252



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 share 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):                                    $         0




8.      Total of the amount of the  registration  fee due plus 
        any  interest due [line 5(viii) plus line 7]:          =$       252


9.      Date  the  registration  fee and any  interest  payment
        was sent to the Commission's lockbox depository: 
                                                           9/29/98
                Method of Delivery:
                                              Wire Transfer
                                        X     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/ Cabell B. Birdsong                       
                                  Cabell B. Birdsong, Treasurer

Date   10/19/98                                   


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





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