CARILLON FUND INC
N-30D, 1996-08-29
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(Report Cover)
                                         ----------
                                          CARILLON
                                         ----------
                                          FUND, INC.
                                         ----------


                                          Semiannual
                                            Report


                                        June 30, 1996

<PAGE>
<PAGE>
                                      CARILLON  FUND  INC.
         SEMIANNUAL REPORT -- A Message from the President

June 30, 1996

We are pleased to present the Semiannual Report for Carillon
Fund, Inc.  Our Equity, S&P 500 Index, Capital and Bond
Portfolios all have solid relative performance so far in 1996. 
This is the first reporting period for our newest Portfolio --
The Carillon S&P 500 Index Portfolio.  This Portfolio even
managed to record results slightly ahead of its benchmark index 
- -- The S&P 500 Stock Index during the period. An excellent
period of stock selection highlighted Equity and Capital
Portfolio performance as energy stocks and other selected issues
helped lead these funds higher.  The Bond Portfolio continued
its long string of excellent relative performance during a
difficult period for fixed income investors.

The first six months of 1996 produced a dichotomy of investment
results, as stock prices continued moving higher while bond
prices turned downward.  These opposing market directions were
attributed to many of the same economic forces occurring during
the first half of 1996.  Stronger-than-expected economic growth
allowed stock investors to shake off the threat of an impending
recession as the government shutdown, the General Motors strike,
and the severe winter weather faded into investors' memories and
the warming up of the weather and the economy took over.  While
this encouraged stock investors to believe that corporate
earnings would continue to be strong, bond managers fretted that
the renewed economic strength would both create inflation and
catch the eye of the Federal Reserve Board--resulting in an
increase in key short-term interest rates.  Primarily over this
issue, the stock and bond markets parted company with stocks
returning around 10 percent for 1996's inaugural half and bonds
generally recording negative total returns during the period.

On the positive side for both stocks and bonds, the inflation
outlook remained generally subdued outside a pickup in energy
prices and some stirring in the labor market toward higher
wages.  If the inflation rate can remain around the 3 percent
level, bond prices should be able to stabilize or even advance
during the balance of the year.  The stock market, meanwhile,
should become increasingly focused on corporate earnings
reports.  Excellent profits have been a main driver of stock
prices for the last several years, but earnings are at extremely
high levels that may not be sustainable.  Despite the robust
economic growth, several bellwether companies have warned of
slower profit growth ahead.

We believe that the stock market continues to be substantially
overpriced compared with historical valuation levels. Ratios of
current stock prices to various valuation techniques remain much
higher than long-term averages.  This overvaluation should
restrain future stock market advances, and the market's value
should return closer to historical norms sometime during the
late 1990s.  However, since we never know the exact timing of a
return to a long-term, historical valuation level, our Equity
Portfolio will maintain its equity exposure but will be
selective, widely diversified, and more defensive than normal in
its stock positions.

Our Capital Portfolio's asset allocation remains conservative in
this environment at 39 percent stocks, 47 percent bonds, and
14 percent money market investments.  Stock positions were
increased early in the year, but later reduced due to both
higher stock prices and higher interest rates that make bond
positions more attractive than stocks.  Bonds have increased in
the portfolio to take advantage of higher interest rates that
have occurred without a corresponding increase in our outlook
for the inflation rate.  We remain with an uncharacteristically
high cash and short-term bond position in the Capital Portfolio
that will be deployed when stock valuations are more
realistically aligned with long-term earnings, interest rates,
and other economic fundamentals.  The second half of 1996 has
begun with a stock market correction that may have further to go
on the downside. All of our portfolios have held up relatively
well during the turbulent month of July.  We hope to continue
this performance during the current period of financial market
uncertainty.

We include individual portfolio reports within this report. 
Carillon Advisers is determined to offer excellent money
management and service related to all portfolios.  We want each
client to feel confident that investing with Carillon Fund, Inc.
is a prudent choice for the long term.

             Sincerely,
             /s/George L. Clucas

             George L. Clucas, President
             Carillon Fund, Inc.

This report as been prepared for the information of Contract
owners and is not authorized for distribution to prospective
purchasers of contracts unless it is preceded or accompanied by
an effective prospectus for Carillon Fund, Inc.<PAGE>
<PAGE>
Carillon Fund, Inc.
EQUITY PORTFOLIO


The stock and bond markets have taken divergent paths thus far
in 1996, as investors have grappled with newfound indications
that economic growth may be stronger than anticipated.  While
the stock market has found some comfort in these upward
revisions for economic growth and its positive implications for
corporate profitability, participants have also struggled with
the threat of higher interest rates.  However, stock prices
managed to shake off a volatile bond market and move higher
during the first half of the year.  Small capitalization stocks
displayed improved relative strength, given their close link to
the domestic economy and the improved perception for its
outlook.

The Equity Portfolio posted an excellent return of 12.1% for the
period, outperforming both the S&P 500 Stock Index (10.1%) and
the Lipper Growth Fund Average (10.6%).  The Fund's above-
average relative performance was due to the improved performance
of small capitalization stocks, and good individual security
selection. Energy was the best performing sector of the Fund on
the heels of higher oil and natural gas prices.  Big gainers in
the Portfolio included Global Industries, Swift Energy, and
Plains Resources.  AEP Industries, a plastic film manufacturer;
Claire's Stores, a specialty retailer; and Lindsay
Manufacturing, an irrigation systems provider were also among
the Account's best performing issues for the period.

The Equity Portfolio remains positioned with stocks featuring
the financial qualities of high return on equity, low price
earnings ratios, strong balance sheets, and favorable historic
sales and earnings performance which we believe will yield
better-than-average long-term results.  The table below
illustrates our strategy by comparing the stocks in the Equity
Portfolio to the S&P 500 Index based on these criteria. New
stock purchases were made in Real Estate Investment Trusts,
energy-related issues, select financial stocks, and a few
unloved recent initial public offerings.   The Equity Portfolio
also added opportunistically to several of its favorite current
holdings during the period, and remains very selective and
widely diversified in its stock position.  Our mixture of small
capitalization growth and value stocks, out-of-favor larger U.S.
stocks, and exposure to foreign markets provides both balance
and diversity. The Equity Portfolio remains in a highly invested
position, and is currently 94% invested in stocks.


(The following table of percentage information is encased in a
box)

<TABLE>
<CAPTION>
                                       LONG-TERM      REVENUE 
            RETURN ON  PRICE/EARNINGS  DEBT/INVESTED  5-YR. 
            EQUITY     RATIO           CAPITAL        GROWTH
- --------------------------------------------------------------
<S>         <C>        <C>             <C>            <C>
EQUITY
PORTFOLIO    16%        13              28%            14%

S&P 500 
INDEX        15%        18              34%             6%


</TABLE>
(end box)

- ----------------------------------------------------------

                    TOP TEN HOLDINGS

1. Bayer AG                  6. ABT Building Products
2. Lindsay Manufacturing     7. DH Technology
3. AEP Industries            8. PennCorp Financial Group
4. Banco Latinoamericano     9. Devon Group
5. Helen of Troy            10. NCI Building Systems

- ----------------------------------------------------------

<PAGE>
                                Carillon Fund, Inc.
                                EQUITY PORTFOLIO

Summary
- ------------------------------------------------
OBJECTIVE: Seeks long-term appreciation of capital by investing
           in common stocks and other equity securities with
           values that are, at present, not fully recognized by
           the market.

STRATEGY:  The Equity Portfolio will remain in a highly invested
           position ranging from 86% to 98%.  The cash position
           will be held in highly liquid money market
           instruments to meet redemptions and to provide cash
           for future stock purchases as new opportunities
           arise.

INCEPTION: August 15, 1984

MANAGER:   George Clucas

Highlights
- ----------------------------------------------------------
On June 30, 1996, the Equity Portfolio had net assets of
$257,677,817 and diversified holdings of

(The following percentage information is encased in a box)

       Common Stocks               93.6%
       Short-Term and Other         6.4%

(end box)

As an investor in the Carillon Equity Portfolio, for every $1
you had invested on June 30, 1996, your fund owned:

(The following percentages are graphically shown as portions of
a dollar bill)

Utilities                        2.40%
Real Estate                     11.89%
Consumer-Nondurable             10.12%
Consumer Cyclical                2.03%
Banking & Financial Services    17.45%
Capital Goods                   13.12%
Transportation                   2.29%
Energy                          10.86%
Technology                       6.40%
Short-Term and Other             6.37%
Service                          1.72%
Manufacturing                   15.35%

- --------
* International holdings comprised 12.14% of net assets in the
Equity Portfolio.


<PAGE>
Carillon Fund, Inc.
CAPITAL PORTFOLIO

The Capital Portfolio posted an excellent return for the first
half of 1996, outperforming the benchmark average Lipper
Flexible Fund.  The Fund's good relative performance was
attributable to superior individual security selection and the
defensive nature of its bond position.  Energy-related issues,
in particular, performed well due to higher oil and gas prices. 
The Portfolio had a number of big winners in this sector
including Global Industries, Nuevo Energy, Plains Resources and
Swift Energy.  Several of the Fund's largest holdings posted
exceptional gains during the period, including AEP Industries,
Lindsay Manufacturing, and Helen of Troy.

The Capital Portfolio is a professionally managed asset
allocation fund that shifts assets among stocks, bonds, and
money market instruments to take advantage of opportunities that
the portfolio manager believes will yield the most desirable
returns.  The table below highlights the allocation of fund
assets at June 30, 1996, six months ago, one year ago and at a
long-term normal portfolio allocation. 

<TABLE>
<CAPTION>
CAPITAL PORTFOLIO ASSET ALLOCATION
- -------------------------------------------------------------
                6/30/96   12/31/95   6/30/95   Long-Term
                -------   --------   -------   ---------
<S>             <C>       <C>        <C>       <C>
Stocks           39%       38%        35%       63%

Bonds            47%       37%        41%       30%

Money Market     14%       25%        24%        7%
                ----      ----       ----      ----
Total           100%      100%       100%      100%
                ====      ====       ====      ====
</TABLE>

The Capital Account's exposure to stocks rose only slightly
during the period.  After increasing exposure to stocks early
this year based on improved technical factors, our asset
allocation model prompted us to back away from stocks again. The
rise in interest rates incented us to increase our fixed income
allocation, as bonds represented better relative value.  We will
become more aggressive toward equities when stock valuations are
more realistically aligned with long-term earnings, interest
rates, and economic fundamentals.

The Capital Portfolio continued to implement its strategy of
seeking long-term capital appreciation by purchasing stocks with
earnings growth potential that may not be recognized by the
market.  During the period, the Portfolio added primarily to its
holdings of energy-related issues, gold stocks, and select
financials.  However, stock sales offset purchases, and the
allocation to equities increased only slightly for the six-
month period.   New bond purchases were made in U.S. Treasury
and mortgage-backed securities, as well as a number of oversold
retail issues which were purchased early in the year, and
subsequently sold at higher prices.


TOP TEN HOLDINGS
- --------------------------------------------------------

1. Bayer AG                  6. Standard Federal Bank
2. AEP Industries            7. Lindsay Manufacturing
3. Banco Latinoamericano     8. Mid-America Apartment 
4. Helen of Troy             9. Illinois Central
5. Charter One Financial    10. Giant Industries

- --------------------------------------------------------


<PAGE>
                                   Carillon Fund, Inc.
                                     CAPITAL PORTFOLIO

Summary
- --------------------------------------------------------
OBJECTIVE:  Seeks high total return by investing in a mix 
            of stocks, bonds and money market securities at
            the discretion of the portfolio manager.

STRATEGY:   When the investment climate is near long-term
            historical relationships, the portfolio will
            allocate its assets approximately 63% stocks,
            30% bonds, and 7% money market instruments. As
            market conditions dictate, the Capital Portfolio
            repositions its assets mix to take advantage of
            existing opportunities.

INCEPTION:  May 1, 1990

MANAGER:    George Clucas

Highlights
- -------------------------------------------------------

On June 30, 1996, the Capital Portfolio had net assets
of $152,638,307 and diversified holdings of:

(The following percentage information is encased in a box)

         Common Stocks            39.3%
         Bonds and Notes          47.0%
         Short-Term and Other     13.7%

(end box)

As an investor in the Carillon Capital Portfolio, for every $1
you had invested on June 30, 1996, your fund owned:

(The following percentages are graphically shown as portions of
a dollar bill)

U.S. Stocks                            30.99%
International Stocks                    6.01%
Precious Metals                         2.29%
U.S. Government and Agency Securities  39.86%
Corporate Bonds                         7.13%
Short-Term and Other                   13.72%


<PAGE>
<PAGE>

Carillon Fund, Inc.
BOND PORTFOLIO

In the first half of 1996, the yield on U.S. Treasuries rose for
all maturities as U.S. economic growth turned out to be much
stronger than expected.  Fixed income markets traded poorly
throughout the period with the majority of participants worried
that the economy was rebounding too rapidly.  The consensus view
on monetary policy shifted significantly and now suggests that
the next Federal Reserve action will be an increase in interest
rates.  The two-year U.S. Treasury increased in yield from 5.15%
to 6.11% or 96 basis points, while intermediate- and long-term
Treasuries rose 110 and 95 basis points respectively.  The
Treasury yield curve remained unchanged with the 2-to-30 years
bellwether spread at approximately 80 basis points.  The bond
market (as measured by the Lehman Brothers Aggregate Index) had
a total return of -1.21% for the first six months of 1996. 
High-yield corporate bonds (+3.46%) were the top performing 
fixed income sector.

The Bond Portfolio continued its strong performance in the first
half of 1996, significantly outperforming both broader market
indices and various peer groups. In the Lipper survey*, the 
Bond Portfolio's performance was ranked #1 out of 33 funds in
the category based on total return performance for the first
half of 1996. This excellent performance can be attributed to
two factors. First, the active sector allocation strategy that
we employed allowed the Bond Portfolio to be overweighted to
corporate bonds, including high-yield bonds, whose performance
was very strong.  Second, the individual securities selected in
each sector, particularly the corporate area, further enhanced
returns due to improving credit fundamentals.  The long-term
rankings of the Bond Portfolio continue to be excellent.  In
addition, the Bond Portfolio continues to be rated 5 stars by
Morningstar** -- their highest risk-adjusted rating given to the
top 10% of the 271 funds within its respective category. Past
performance is no guarantee of future results.

The Bond Portfolio remains of good quality as of June 30, 1996
(as shown in the chart below) and we believe it is well-
positioned for the market conditions that are expected in the
latter half of 1996.  With subdued inflation and the economy
slowing slightly from its robust pace of earlier in the year, we
are cautiously optimistic for slightly lower interest rates at
year-end.

(Appearing here is a pie graph depicting the following
information, beginning with the upper left slice and continuing
clockwise:)

BB and Less    24.6%
BBB   22.1%
A      8.7%
AA     2.1%
AAA    1.3%
U.S. Treasury and Agency    41.2%

(end of graph)


* The Lipper Analytical Variable Insurance Products Performance
Analysis Service Underlying Funds Report has ranked the Bond
Portfolio number 1 out of 33, 4 out of 26, and 2 out of 14 funds
in similar categories, for the one, five and ten year periods
ended June 30, 1996, respectively, based on total return
performance.

** Morningstar, Inc. Ratings are updated each month. The
composite rating is calculated using a weighted-average of the
three (five stars), five (five stars) and ten (four stars) year
ratings. These ratings are based on each period's risk-adjusted
average annual total returns (including the impact of insurance
expense charges). Ten percent of the funds in a category receive
five stars, the next 22.5% receive four stars and the next 35%
receive three stars.


<PAGE>
                                Carillon Fund, Inc.
                                BOND PORTFOLIO

Summary
- ------------------------------------------------
OBJECTIVE:  Seeks a high level of current income, without undue
            risk to principal, by investing in long-term, fixed-
            income, investment-grade corporate bonds.

STRATEGY:   The portfolio intends to invest at least 75% of the
            value of its assets in publicly-traded straight debt
            securities which have a rating within the four
            highest grades as rated by a national rating agency.
            Up to 25% of the portfolio may be invested in
            convertible debt securities, convertible preferred
            and preferred stock, or other securities.

INCEPTION:  August 15, 1984

MANAGER:    Steven Sutermeister

Highlights
- -------------------------------------------------------
On June 30, 1996, the Bond Portfolio had net assets of
$79,964,512 and diversified holdings of:

(The following percentage information is encased in a box)

        Bonds                  89.2%
        Short-Term and Other   10.8%

(end box)

As an investor in the Carillon Bond Portfolio, for every $1 you
had invested on June 30, 1996, your fund owned:

(The following percentages are graphically shown as portions of
a dollar bill)

Corporate Bonds               44.7%
Mortgage-Backed Securities    12.5%
U.S. Treasuries               32.8%
Short-Term and Other          10.8%


<page)

Carillon Fund, Inc.
S&P 500 INDEX PORTFOLIO
                  
Common stocks, as measured by the S&P 500 Index, posted
excellent returns during the first half of 1996.  The Index
Portfolio was ranked #1 out of 19 similar funds by Lipper
Analytical Variable Insurance Products Performance Analysis
Service based on its year-to-date total return performance. The
Index Portfolio began operations December 29, 1995, and,
therefore, is not ranked for any other period than 1996 year-
to-date.

The primary objective of the Carillon S&P 500 Index Portfolio is
to produce a return that corresponds with the total return of
the S&P 500 Index. During the first half of 1996, the Portfolio
maintained a 99.8 percent correlation with the underlying S&P
500 Index. 

The strategy used to operate the Carillon S&P 500 Index
Portfolio during this initial period has been to select 300
stocks from the underlying S&P 500 Index that would closely
replicate the performance of the actual Index. The 300 stocks
were chosen to insure a high correlation with the Index while
keeping transaction costs at a minimum. The 300 stocks selected
represent over 90 percent of the total market value of the
Index. Furthermore, the Carillon S&P 500 Index Portfolio was
carefully constructed to insure that the weighting in each of
the S&P's 90 industry categories varied by less than 1 percent
versus the actual S&P 500 Index.

The Portfolio is designed to be highly correlated with the S&P
500 Index.  Cash is held to a minimum, since it does not
correlate with the S&P 500 Index, and transactions are limited
to keep expenses low.  As a temporary investment strategy until
the Portfolio reaches $25 million in net assets, the portfolio
may invest up to 100 percent of its assets in futures contracts
on the S&P 500 Index. As of June 30, 1996, the Portfolio had
open futures contracts totaling approximately 25 percent of its
assets. This strategy also helps keep transaction costs low
while maintaining a high correlation with the S&P 500 Index.

As the second half of 1996 unfolds, we will endeavor to build
upon the success we have had in managing the Carillon S&P 500
Index Portfolio. We are confident that we can, and will,
continue to provide a return that closely correlates with the
underlying S&P 500 Index.
 
<PAGE>


                                       Carillon Fund, Inc.
                                   S&P 500 INDEX PORTFOLIO

Summary
- ---------------------------------------------------
OBJECTIVE:  Seeks investment results that correspond to the
            total return performance of U.S. common stocks, as
            represented by the Standard & Poor's 500 Composite
            Stock Index (the "S&P 500").

STRATEGY:   The Index Portfolio will remain fully invested in
            stocks included in the S&P 500 and in futures
            contracts on the Index.  The cash position will be
            held in highly liquid money market instruments to
            meet redemptions and to provide cash for future
            stock purchases.

INCEPTION:  December 29, 1995

MANAGER:    Gary R. Rodmaker



Highlights
- ------------------------------------------------------------
On June 30, 1996, the S&P 500 Index Portfolio had net assets of
$15,009,528 and diversified holdings of

(The following percentage information is encased in a box)

          Common Stocks                 96.9%
          Short-Term and Other           3.1%

(end box)

As an investor in the Carillon S&P 500 Index Portfolio, for
every $1 you had invested on June 30, 1996, your fund owned:


(The following percentages are graphically shown as portions of
a dollar bill)

Transportation                        1.1%
Service                               0.1%
Banking & Financial Service           9.7%
Capital Goods                         4.0%
Technology                           10.1%
Consumer Cyclical                     5.5%
Manufacturing                         6.9%
Consumer Nondurable                  20.0%
Short-Term and Other                  3.1%
Energy                                7.1%
Futures Contracts                    24.6%
Utilities                             7.8%

The S&P 500 is an unmanaged index of common stocks comprised of
500 industrial, financial, utility and transportation companies. 
"Standard & Poor's(R)", "S&P(R)", "S&P 500(R)",  "Standard &
Poor's 500(R)", "Standard & Poor's Depositary Receipts(R)",
"SPDRs(R)", and "500" are trademarks of McGraw-Hill, Inc. The
Carillon S&P 500 Index Portfolio is not sponsored, endorsed,
sold or promoted by Standard & Poor's and Standard & Poor's
makes no representation regarding the advisability of investing
in the Portfolio or in SPDRs.

 
<PAGE>
 
CARILLON FUND, INC.
STATEMENTS OF ASSETS AND LIABILITIES

June 30, 1996
(Unaudited)

<TABLE>
<CAPTION>
                                                                    S&P 500
                             Equity       Capital      Bond         Index
                             Portfolio    Portfolio    Portfolio    Portfolio
                             ---------    ---------    ---------    ---------
<S>                          <C>          <C>          <C>          <C>
ASSETS
Investments in securities,
 at value                    $259,936,895 $156,579,034 $79,249,538  $14,931,896
 cost $207,752,006;
 $145,314,308;$78,495,097;
 $14,009,373)
Cash                              143,977      ---         ---              380
Receivables:
Shares sold                       260,748        8,128   4,514,755       46,671
Securities sold                   131,964       64,564      53,371      ---
Interest and Dividends            480,832      910,586   1,265,370       18,381
Prepaid expenses and other         10,984        9,025       5,599        2,517
Expense reimbursements            ---          ---         ---           25,572
Variation margin                  ---          ---         ---           20,625
                             ------------ ------------ -----------  -----------
                              260,965,400  157,571,337  85,088,633   15,046,042
                             ------------ ------------ -----------  -----------
LIABILITIES
Investment securities
 purchased                      3,159,107    4,837,320   4,998,075      ---
Investment advisory fees          119,714       84,664      30,971       16,619
Custodial and portfolio
 accounting fees                    3,333        6,089       4,599       12,798
Professional fees                   4,254        3,730       3,602        2,398
Deferred compensation
 for directors                    ---          ---          81,740      ---
Bank overdraft                    ---          ---           3,915      ---
Other accrued expenses              1,175        1,227       1,219        4,699
                             ------------ ------------ -----------  -----------
                                3,287,583    4,933,030   5,124,121       36,514
                             ------------ ------------ -----------  -----------
NET ASSETS
Paid-in capital               189,335,639  136,500,029  79,563,996   14,025,223
Undistributed net
 investment income                355,724      262,600     163,338        6,807
Accumulated net realized
 gain/(loss)                   15,801,565    4,610,952    (517,263)      43,975
Net unrealized appreciation    52,184,889   11,264,726     754,441      933,523
                             ------------ ------------ -----------  -----------
                             $257,677,817 $152,638,307 $79,964,512  $15,009,528
                             ============ ============ ===========  ===========
Shares authorized
 ($.10) par value              20,000,000   15,000,000  10,000,000   10,000,000

Shares outstanding             14,622,906   10,816,375   7,491,385    1,366,982

Net asset value, offering,
 and redemption price            $17.62       $14.11      $10.67        $10.98
 per share (Net assets/      ============ ============ ===========  ===========
 shares outstanding)
</TABLE>

The accompanying notes are an integral part of the
financial statement.

  
<PAGE>
  
                                       CARILLON FUND, INC.
                                  STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

Six Month Ended
June 30, 1996
(Unaudited)
                                                                 S&P 500
                              Equity      Capital    Bond        Index
                              Portfolio   Portfolio  Portfolio   Portfolio
<S>                           <C>         <C>        <C>         <C>
INVESTMENT INCOME
Interest                      $   502,984 $2,920,075 $3,012,555  $   30,527
Dividends 
(net of foreign withholding
 taxes of $97,620; $37,520;
 $0; $1,192)                    2,293,989    787,687        ---     114,958
                              ----------- ---------- ----------  ----------
                                2,796,973  3,707,762  3,012,555     145,485
                              ----------- ---------- ----------  ----------
EXPENSES
Investment advisory fees          682,365    506,966    184,830      16,619
Custodial fees and expenses        25,845     21,834      6,268       9,746
Portfolio accounting fees          21,629     21,777     18,935      17,279
Professional fees                   4,473      4,434      4,594       4,725
Director's fees                     6,153      6,153      6,154         994
Transfer agent fees                 2,626      2,621      2,682       2,486
Registration and filing fees        3,308      4,245      3,351       1,492
Other                               6,732      4,947      4,560       5,469
                              ----------- ---------- ----------  ----------
                                  753,131    572,977    231,374      58,810

Fees waived and expenses 
 reimbursed by the Adviser            ---        ---        ---    (25,572)
                              ----------- ---------- ----------  ----------
                                  753,131    572,977    231,374      33,238
                              ----------- ---------- ----------  ----------
NET INVESTMENT INCOME           2,043,842  3,134,785  2,781,181     112,247
                              ----------- ---------- ----------  ----------
REALIZED AND UNREALIZED
 GAIN/(LOSS)
Net realized gain
 on investments                15,687,927  4,264,338    935,474      18,067
Net realized gain on
 futures contracts                    ---        ---        ---      25,908
                              ----------- ---------- ----------  ----------
                               15,687,927  4,264,338    935,474      43,975
                              ----------- ---------- ----------  ----------
Net change in unrealized
 appreciation/(depreciation)
 of investments                 9,269,774  1,642,310 (2,600,474)    922,523
Net changes in unrealized
 appreciation/(depreciation)
 of futures contracts                 ---        ---        ---      10,975
                              ----------- ---------- ----------  ----------
                                9,269,774  1,642,310 (2,600,474)    933,498
                              ----------- ---------- ----------  ----------
NET REALIZED AND UNREALIZED
     GAIN/(LOSS)               24,957,701  5,906,648 (1,665,000)    977,473
                              ----------- ---------- ----------  ----------
NET INCREASE IN NET ASSETS
   FROM OPERATIONS            $27,001,542 $9,041,433 $1,116,181  $1,089,720
                              =========== ========== ==========  ==========

</TABLE>

The accompanying notes are an integral part of 
the financial statements.

  
<PAGE>
  

           CARILLON FUND, INC.
    STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                  Equity Portfolio
                                  --------------------------------------
                                  For the Six Months  For the Year Ended
                                  Ended June 30,      December 31,
                                  -------------       ------------
                                  (Unaudited) 

                                  1996                1995         
                                  ----                ----
<S>                               <C>                 <C>
OPERATIONS
Net investment income             $  2,043,842        $  3,230,075
Net realized gain/(loss) on         15,687,927           9,962,775
 investments and futures
Net change in unrealized
 appreciation/(depreciation)
 on investments and futures
 contracts                           9,269,774          31,418,181
                                  ------------        ------------
                                    27,001,543          44,611,031
                                  ------------        ------------
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income               (2,136,350)         (3,023,061)
Net realized gain on investments    (9,849,038)        (12,644,665)
                                  ------------        ------------
                                   (11,985,388)        (15,667,726)
                                  ------------        ------------
FUND SHARE TRANSACTIONS
Proceeds from shares sold           24,260,097          29,948,214
Net asset value of shares
 issued to shareholders
 in reinvestment of dividends
 and distributions                  11,985,388          15,667,726
Payments for shares redeemed       (13,147,070)        (12,692,274)
                                  ------------        ------------
                                    23,098,415          32,923,666
                                  ------------        ------------
NET INCREASE IN NET ASSETS          38,114,570          61,866,971

NET ASSETS  
Beginning of period                219,563,247         157,696,276
                                  ------------        ------------
End of period                     $257,677,817        $219,563,247
                                  ============        ============
Undistributed net investment
 income                                355,724             448,232
                                  ============        ============

FUND SHARE TRANSACTIONS:
Sold                                 1,414,249           1,968,821
Issued in reinvestment of
  dividends and distributions          712,000           1,111,633
Redeemed                              (774,378)           (837,546)
                                  ------------        ------------

    Net increase from fund
      share transactions             1,351,871           2,242,908
                                  ============        ============

</TABLE>

The accompanying notes are an integral part of 
the financial statements.

<TABLE>
<CAPTION>


                                  Bond Portfolio
                                  -------------------------------------
                                  For the Six Months  For the Year 
                                  Ended June 30,      Ended December 31,
                                  --------------      -----------------
                                  (Unaudited)
                                  1996                1995 
                                  ----                ----
<S>                               <C>                 <C>
OPERATIONS
Net investment income             $ 2,781,181         $ 5,184,573
Net realized gain/(loss)
 on investments and futures          935,474            (162,632)
Net change in unrealized
 appreciation/(depreciation)
 on investments and futures 
 contracts                         (2,600,474)          6,104,034
                                  -----------         -----------
                                    1,116,181          11,125,975
                                  -----------         -----------
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income              (3,191,833)         (5,049,814)
Net realized gain on investments     (747,288)                ---
                                  -----------         -----------
                                   (3,939,121)         (5,049,814)
                                  -----------         -----------
FUND SHARE TRANSACTIONS
Proceeds from shares sold          10,189,976          12,251,770
Net asset value of shares
 issued to shareholders
 in reinvestment of dividends
 and distributions                  3,939,121           5,049,814
Payments for shares redeemed       (4,909,344)         (5,739,318)
                                  -----------         -----------
                                    9,219,753          11,562,266
                                  -----------         -----------
NET INCREASE IN NET ASSETS          6,396,813          17,638,427
  
NET ASSETS  
Beginning of period                73,562,699          55,929,272
                                  -----------         -----------
End of period                     $79,964,512         $73,567,699
                                 ============        ============


Undistributed net 
 investment income                   $163,338            $573,990
                                 ============        ============

FUND SHARE TRANSACTIONS:
Sold                                  926,772           1,141,491
Issued in reinvestment of
 dividends and distributions          368,470             469,937
Redeemed                             (450,391)           (538,145)
                                  -----------         -----------
Net increase from fund
 share transactions                   844,851           1,073,283
                                  ===========         ===========
</TABLE>

<TABLE>
<CAPTION>
                                  Capital Portfolio
                                  --------------------------------------
                                  For Six Month       For the Year Ended
                                  Ended june 30,      December 31,
                                  -----------         -----------
                                  (Unaudited)
                                  1996                1995
                                  ----                ----
<S>                               <C>                 <C>
OPERATIONS
Net investment income             $  3,134,785        $  6,696,820
Net realized gain/(loss)
 on investments and futures          4,264,338           1,973,190
Net change in unrealized
 appreciation/(depreciation)
 on investments and futures
 contracts                           1,642,310           8,952,302
                                  ------------        ------------
                                     9,041,433          17,622,312
                                  ------------        ------------
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income               (3,241,961)         (6,389,872)
Net realized gain on investments    (1,626,307)         (5,716,244)
                                  ------------        ------------
                                    (4,868,268)        (12,106,116)
                                  ------------        ------------
FUND SHARE TRANSACTIONS
Proceeds from shares sold            9,493,855          21,179,705
Net asset value of shares
 issued to shareholders
 in reinvestment of dividends
 and distributions                   4,868,267          12,106,115
Payments for shares redeemed       (11,519,488)        (12,442,444)
                                  ------------        ------------
                                     2,842,634          20,843,376
                                  ------------        ------------
NET INCREASE IN NET ASSETS           7,015,799          26,359,572

NET ASSETS  
Beginning of period                145,622,508         119,262,936
                                  ------------        ------------
End of period                     $152,638,307        $145,622,508
                                  ============        ============
Undistributed net investment
 income                                $262,600            $369,776
                                   ============        ============

FUND SHARE TRANSACTIONS:
Sold                                   676,546           1,579,714
Issued in reinvestment of
 dividends and distributions           349,283             922,915
Redeemed                              (824,898)           (928,220)
                                  ------------        ------------
  Net increase from fund
     share transactions                200,931           1,574,409
                                  ============        ============
</TABLE>


<TABLE>
<CAPTION>
                               S&P 500 Index Portfolio
                               ---------------------------------------
                                                   For the Period from
                               For the Six Months  December 29,1995
                               Ended June 30,      to December 31,
                               ---------------     ---------------
                               (Unaudited)

                               1996                1995
                               ----                ----
<S>                            <C>                 <C>
OPERATIONS
Net investment income          $   112,247         $    123
Net realized gain/(loss)
 on investments and futures         43,975              ---
Net change in unrealized
 appreciation/(depreciation)
 on investments and futures
 contracts                         933,498               25
                               -----------         --------
                                 1,089,720              148
                               -----------         --------
DISTRIBUTIONS TO SHAREHOLDERS
Net investment income             (105,564)             ---
Net realized gain
 on investments                        ---              ---
                               -----------         --------
                                  (105,564)             ---
                               -----------         --------
FUND SHARE TRANSACTIONS
Proceeds from shares sold       14,889,818          305,000
Net asset value of shares 
 issued to shareholders
 in reinvestment of dividends
 and distributions                 105,564              ---
Payments for shares redeemed    (1,275,158)             ---
                               -----------         --------
                                13,720,224          305,000
                               -----------         --------
NET INCREASE IN NET ASSETS      14,704,380          305,123

NET ASSETS  
Beginning of period                305,148              ---
                               -----------         --------
End of period                  $15,009,528         $305,148
                               ===========         ========


Undistributed net investment
 income                             $6,807             $123
                               ===========         ========
FUND SHARE TRANSACTIONS:
Sold                             1,444,258           30,500
Issued in reinvestment of
 dividends and distributions         9,765              ---
Redeemed                          (117,541)             ---
                               -----------         --------
Net increase from fund share
 transactions                    1,336,482           30,500
                               ===========         ========

</TABLE>


The accompanying notes are an integral part of the 
financial statements.

  
<PAGE>
  
CARILLON FUND, INC.
SCHEDULE OF INVESTMENTS

JUNE 30, 1996
(Unaudited)

<TABLE>
<CAPTION>

EQUITY PORTFOLIO

COMMON STOCKS - 93.63%
                                          SHARES      VALUE
<S>                                       <C>         <C>
BANKING & FINANCIAL SERVICE - 17.45%
  ABN AMRO Holdings NV Sponsored ADR           31,574 $ 1,694,322
  Allied Capital Corporation                   28,571     392,851
  BANCO BHIF ADR*                              43,000     865,375
  Banco Latinoamericano
   De Exportanciones Sponsored ADR             75,000   4,218,750
  Bear Stearns Companies, Incorporated         73,500   1,736,437
  CMAC Investment Corporation                  25,500   1,466,250
  Capital American Financial
   Corporation                                 30,000     753,750
  Charter One Financial, Incorporated          50,000   1,743,750
  Chile Fund Incorporated                      30,000     735,000
  Corus Bankshares, Incorporated               70,000   2,100,000
  Dean Witter Discover & Company               45,000   2,576,250
  Deutsche Bank AG Sponsored ADR               42,000   1,986,676
  Gainsco, Incorporated                       217,762   2,150,400
  Jefferies Group, Incorporated                64,000   1,984,000
  Mid Ocean Limited                            40,000   1,640,000
  Mountain Parks Financial Corporation*        58,400   1,591,400
  Payco American Corporation*                   2,500      21,875
  Penncorp Financial Group Corporation         95,000   3,016,250
  RLI Corporation                              68,625   1,672,734
  Raymond James Financial Corporation          66,100   1,495,513
  Rightchoice Managed Care, Incorporated
       -Class A*                              105,500   1,305,563
  Standard Federal Bancorporation              57,900   2,229,150
  Triad Guaranty, Incorporated*                45,000   1,653,750
  Union Planters Corporation*                  50,000   1,518,750
  Washington Federal, Incorporated             45,100     924,550
  Wilmington Trust Corporation                 40,000   1,297,500
  Zions Bancorporation                         30,000   2,182,500
                                                      -----------
                                                       44,953,346
                                                      -----------
CAPITAL GOOD - 13.12%
  AGCO Corporation                             59,400   1,648,350
  Alamo Group, Incorporated                    70,000   1,277,500
  Astec Industries, Incorporated*              75,000     693,750
  Breed Technologies, Incorporated             90,000   2,013,750
  Cemex SA Sponsored ADR                      125,000     986,174
  D.R. Horton, Incorporated*                  100,000   1,050,000
  Deere & Company                              48,000   1,920,000
  Ford Motor Company                           55,000   1,780,625
  Griffon Corporation*                        209,600   1,703,000
  Kysor Industries Corporation*                75,000   1,818,750
  Lindsay Manufacturing Company               117,862   4,743,945
  Mannesman AG Sponsored ADR                    4,700   1,624,162
  Medusa Corporation                           80,300   2,489,300
  NCI Building Systems, Incorporated*          80,700   2,723,625
  Schult Homes Corporation                     50,000     943,750
  Scotsman Industries, Incorporated            40,000     805,000
  Strattec Security Corporation*              145,000   2,573,750
  Toll Brothers, Incorporated*                 90,000   1,473,750
  Visx, Incorporated*                          45,000   1,535,625
                                                      -----------
                                                       33,804,806
                                                      -----------
CONSUMER CYCLICAL - 2.03%
  Chromcraft Revington, Incorporated*          75,000   1,753,125
  Rex Stores Corporation*                      50,000     768,750
  Roberds, Incorporated*                       90,000     956,250
  Tractor Supply Company*                      30,000     682,500
  Winsleow Furniture, Incorporated*           188,300   1,082,725
                                                      -----------
                                                        5,243,350
                                                      -----------
CONSUMER NON-DURABLE - 10.12%
  Advocat, Incorporated*                      100,500     954,750
  Allied Healthcare Products,
      Incorporated                             65,100     602,175
  Charoen POK Feedmill ADR                     40,000     913,412
  Claire's Stores, Incorporated                50,000   1,381,250
  Conso Products Company*                      97,500   1,584,375
  Crown Books Corporation*                     29,900     403,650
  Dart Group Corporation - Class A              7,500     667,500
  Dairy Farm Holdings Sponsored ADR           200,000     845,000
  GT Bicycles, Incorporated*                   94,900   1,542,125
  Grupo Industrial Maseca SA de CV*            70,000   1,102,500
  Helen of Troy Ltd, Bermuda*                 115,000   3,277,500
  Lifetime-Hoan Corporation*                  154,582   1,661,757
  Morningstar Group, Incorporated*            183,000   2,035,875
  Nam Tai Electronics, Incorporated*          159,500   1,814,313
  Orthofix International NV*                  113,036   1,243,396
  Schlotzsky's, Incorporated*                 137,900   1,585,850
  Shopko Stores, Incorporated                  90,700   1,462,538
  Sofamor/Danek Group*                         44,500   1,234,875
  Swiss Army Brands, Incorporated*             34,200     453,150
  Utah Medical Products, Incorporated*        103,200   1,302,900
                                                      -----------
                                                       26,068,891
                                                      -----------
ENERGY - 10.86%
  Apache Corporation                           73,118   2,403,754
  Callon Petroleum Company*                   110,000   1,375,000
  Cross Timbers Oil Company                    50,000   1,237,500
  Geoscience Corporation*                      50,000     700,000
  Giant Industries, Incorporated              165,000   2,392,500
  Global Industries, Incorporated*             90,000   2,677,500
  Holly Corporation                            90,000   2,250,000
  Horsham Corporation                         150,000   2,081,250
  Nuevo Energy  Company*                       50,000   1,612,500
  Plains Resources, Incorporated*             120,000   1,560,000
  Repsol S.A.  Sponsored ADR                   60,000   2,085,000
  Stone Energy Corporation*                    47,900     958,000
  Swift Energy Company*                        85,000   1,530,000
  Total S.A. Sponsored ADR                     42,014   1,559,770
  Vastar Resources Incorporated*               50,000   1,868,750
  World Fuel Services, Incorporated            24,500     444,063
  YPF S.A.  Sponsored ADR                      55,000   1,237,500
                                                      -----------
                                                       27,973,087
                                                      -----------
MANUFACTURING - 15.35%
  ABT Building Products Company*              145,000   3,262,500
  AEP Industries, Incorporated*               107,550   4,597,763
  Alltrista Corporation*                       86,000   2,042,500
  BWAY Corporation*                            67,500   1,215,000
  Bayer A G Sponsored ADR                     135,000   4,767,134
  Carbide Graphite Group Incorporated*        130,000   2,437,500
  Ciba-Giegy Sponsored ADR                     27,000   1,644,840
  Consolidated Papers, Incorporated            18,000     936,000
  Eastman Chemical Company                     15,000     913,125
  Echo Bay Mines Limited                       90,000     967,500
  Glaxo Wellcome PLC Sponsored ADR             45,000   1,203,750
  Falcon Products, Incorporated               147,730   2,123,619
  Matthews International Corporation
     - Class A                                 77,000   2,117,500
  Minorco Sponsored ADR                        50,000   1,187,500
  Pohang Iron & Steel Corporation              50,000   1,218,750
  Shanghai Petro Chemical Company
    Limited Sponsored ADR                      40,000   1,140,000
  Shelter Components Corporation               75,000   1,265,625
  Sybron Chemicals, Incorporated*              50,700     735,150
  Triangle Pacific Corporation*                70,000   1,382,500
  Western Mines Holdings Limited ADR           50,000   1,437,500
  Versa Technologies, Incorporated             40,500     546,750
  York Group, Incorporated                    140,000   2,415,000
                                                      -----------
                                                       39,557,506
                                                      -----------
REAL ESTATE - 11.89%
  Apartment Investment
   & Management Company - Class A*             54,000   1,012,500
  Associated Estates Realty Corporation        65,000   1,365,000
  CBL & Associates Properties,
    Incorporated                               70,000   1,566,250
  Columbus Realty Trust                        90,000   1,743,750
  Commercial Net Lease Realty*                 93,300   1,294,538
  Duke Realty Investments, Incorporated        45,000   1,361,250
  Felcor Suite Hotels                          52,600   1,604,300
  Health Care Property Investments,
    Incorporated                               50,000   1,687,500
  Healthcare Realty Trust, Incorporated        76,000   1,805,000
  Highwoods Properties, Incorporated*          40,000   1,105,000
  IRT Property Company                        172,300   1,636,850
  LTC Properties, Incorporated                 95,000   1,567,500
  Merry Land & Investment Company             115,000   2,415,000
  Mid-America Apartment Communities            80,000   2,030,000
  National Health Investors,
    Incorporated                               40,000   1,310,000
  Public Storage, Incorporated                 80,000   1,650,000
  Shurgard Storage Centers, Incorporated       70,000   1,767,500
  Trinet Corporate Realty Trust
    Incorporated                               58,000   1,682,000
  Winston Hotels, Incorporated                175,000   2,034,375
                                                      -----------
                                                       30,638,313
                                                      -----------
SERVICE - 1.72%
  Devon Group, Incorporated*                   85,000   2,762,500
  PCA International, Incorporated             100,200   1,678,350
                                                      -----------
                                                        4,440,850
                                                      -----------
TECHNOLOGY - 6.40%
  COMPAQ Computers Corporation*                22,500   1,108,125
  Cybex Corporation*                          100,000   1,675,000
  DH Technology, Incorporated*                135,000   3,240,000
  Digi International, Incorporated*            65,000   1,738,750
  Gateway 2000, Incorporated*                  40,000   1,360,000
  Lockheed Martin Corporation                  20,000   1,680,000
  Macneal-Schwendler Corporation               85,000     637,500
  Raytheon Company                             30,000   1,548,750
  Recoton Corporation*                        129,000   2,257,500
  Zebra Tech Corporation - Class A*            70,000   1,242,500
                                                      -----------
                                                       16,488,125
                                                      -----------
TRANSPORTATION - 2.29%
  Atlantic Southeast Airlines
    Incorporated                               65,000   1,836,250
  Illinois Central Corporation
    - Class A                                  82,500   2,340,938
  Landstar, Incorporated*                      40,000   1,160,000
  U. S. Xpress Enterprises, Incorporated
    - Class A*                                 75,700     567,750
                                                      -----------
                                                        5,904,938
                                                      -----------
UTILITY - 2.40%
  CMS Energy Corporation                       50,000   1,543,750
  Duke Power Company                           12,500     640,625
  Empresa Nacional de Electricidad
    Sponsored  ADR                             30,000   1,878,750
  Public Service Company of New Mexico         54,000   1,107,000
  Stet Societa Finanziaria                     30,000   1,027,500
                                                      -----------
                                                        6,197,625
                                                      -----------
    Total Common Stocks
    (cost $ 189,085,948)                             $241,270,837
                                                      -----------
<CAPTION>
SHORT-TERM INVESTMENTS - 7.25%

                                          PRINCIPAL   VALUE
<S>                                       <C>         <C>
COMMERCIAL PAPER - 3.87%
  ConAgra, Incorporated
    (5.5000% due 08/20/96)                $ 1,000,000 $   992,361
  Columbia Healthcare Corporation 
    (5.440% due 07/18/96)                   1,000,000     997,431
  Cox Enterprises, Incorporated
    (5.4500% due 07/09/96)                  1,000,000     998,789
  Cox Enterprises, Incorporated
    (5.577% due 08/08/96)                   1,000,000     994,163
  Nabisco, Incorporated
    (5.4600% due 07/16/96)                  2,000,000   1,995,450
  Nabisco, Incorporated
    (5.4300% due 07/24/96)                  1,000,000     996,531
  Textron Financial Corporation
    (5.4500% due 07/10/96)                  2,000,000   1,997,275
  White Consolidated Ind, Incorporated
    (5.6018% due 08/13/96)                  1,000,000     993,371
                                                      -----------
                                                        9,965,371
                                                      -----------
VARIABLE RATE DEMAND NOTES<F1> - 3.38%
  General Mills, Incorporated 
   (5.1000% due 07/05/96)                     565,000     565,000
  Johnson Controls, Incorporated
   (5.1349% due 07/05/96)                   1,460,000   1,460,000
  Pitney Bowes Credit Corporation
   (5.1140% due 07/05/96)                     115,000     115,000
  Southwestern Bell
   (5.0938% due 07/05/96)                   3,939,177   3,939,177
  Warner Lambert Company 
   (5.0848% due 07/05/96)                   1,552,636   1,552,636
  Wisconsin Electric Power Company
   (5.1549% due 07/05/96)                   1,068,874   1,068,874
                                                      -----------
                                                        8,700,687
                                                      -----------

    Total Short-Term Investments
        (cost $18,666,058)                             18,666,058
                                                      -----------

  TOTAL INVESTMENTS - 100.88%
      (cost $207,752,006)                             259,936,895<F2>
                                                      -----------
  OTHER ASSETS AND LIABILITIES - (.88%)                (2,259,078)
                                                      -----------
  TOTAL NET ASSETS - 100%                             $257,677,817
                                                      ============
____________
 *Non-income producing
 (ADR) American Depository Receipt
<FN>
<F1>  Interest rates vary periodically based on current market rates.  The
maturity shown for each variable rate demand note is the later of the next
scheduled interest rate adjustment date or the date on which principal can
be recovered through demand.  Information as of June 30, 1996.
<F2>  Gross unrealized appreciation and depreciation of securities at June
30, 1996  for financial reporting purposes was $56,685,462 and $4,500,573
respectively; tax amounts were substantially the same.
</FN>
</TABLE>

The accompanying notes are an integral part of the 
financial statements.


<PAGE>
                                            Carillon Fund, Inc.
                                        SCHEDULE OF INVESTMENTS

JUNE 30, 1996
(Unaudited)

<TABLE>
<CAPTION>

CAPITAL PORTFOLIO

COMMON STOCKS - 38.84%
                                          SHARES      VALUE
<S>                                       <C>         <C>
BANKING & FINANCIAL SERVICE - 8.19%
  ABN Amro Holdings NV Sponsored ADR           21,049 $ 1,129,531
  Allied Capital Corporation                   34,285     471,419
  Banco Latinoamericano
    de Exportaciones ADR                       30,000   1,687,500
  Blackrock Strategic Term Trust               75,000     571,875
  Charter One Financial Incorporated           40,000   1,395,000
  Corus Bankshares Incorporated                25,000     750,000
  Deutsche Bank AG Sponsored ADR               18,000     851,432
  France Growth Fund, Incorporated             59,000     604,750
  Gainsco Incorporated                         63,000     622,125
  New Germany Fund                             72,229     911,891
  RLI Corporation                              30,480     742,950
  Rightchoice Managed Care Incorporated
        - Class A*                             45,000     556,875
  Standard Federal Bancorporation              35,000   1,347,500
  Templeton Global Income Fund                125,000     859,375
                                                      -----------
                                                       12,502,223
                                                      -----------
CAPITAL GOOD - 3.11%  
  Alamo Group Incorporated                     55,900   1,020,175
  Astec Industries Incorporated*               50,000     462,500
  Griffon Corporation*                         55,000     446,875
  Lindsay Manufacturing Incorporated           32,908   1,324,547
  Lonrho PLC - Sponsored ADR                  150,000     431,175
  Strattec Security Corporation*               60,000   1,065,000
                                                      -----------
                                                        4,750,272
                                                      -----------
CONSUMER CYCLICAL - . 38%
  Chromcraft Revington Inc.*                   25,000     584,375
                                                      -----------
CONSUMER NON-DURABLE - 1.45%
  Helen of Troy Likmited, Bermuda*             55,000   1,567,500
  Shopko Stores, Incorporated                  40,000     645,000
            2,212,500
  
ENERGY - 5.58%  
  Giant Industries Incorporated                87,400   1,267,300
  Global Industries Incorporated*              40,000   1,190,000
  Holly Corporation                            20,000     500,000
  Horsham Corporation                          80,000   1,110,000
  Nuevo Energy Company*                        30,000     967,500
  Plains Resources Incorporated*               65,000     845,000
  Repsol S.A. Sponsored ADR                    26,000     903,500
  Swift Energy Company*                        65,000   1,170,000
  YPF S.A. Sponsored ADR                       25,000     562,500
                                                      -----------
                                                        8,515,800
                                                      -----------
MANUFACTURING - 8.47%
  ABT Building Products Company*               45,000   1,012,500
  AEP Industries, Incorporated*                45,831   1,959,275
  Alltrista Corporation*                       38,800     921,500
  Bayer AG Sponsored ADR                       75,000   2,648,407
  Carbide Graphite Group*                      40,000     750,000
  Falcon Products Incorporated                 75,820   1,089,913
  Newmont Mining Corporation                   20,000     987,500
  Pohang Iron & Steel Company                  32,000     780,000
  Royal Oak Mines Incorporated*                25,000     460,938
  Santa Fe Pacific Gold Corporation            35,000     494,375
  TVX Gold Incorporated*                      120,000     870,000
  Vaal Reefs Exploration 
    & Mining Limited ADR*                     120,100     960,800
                                                      -----------
                                                       12,935,208
                                                      -----------
REAL ESTATE - 8.94%
 Associated Estates Realty Corporation         50,000   1,050,000
 Bradley Real Estate Incorporated              41,000     594,500
 CBL & Associates Properties Incorporated      45,000   1,006,875
 Columbus Realty Trust                         46,000     891,250
 Duke Realty Investments Incorporated          36,000   1,089,000
 Felcor Suite Hotels Incorporated              27,000     823,500
 Health Care Property Investors,
    Incorporated                               26,296     887,490
 IRT Properties Company                        85,000     807,500
 LTC Properties Incorporated                   46,000     759,000
 Merry Land & Investment Company               47,000     987,000
 Mid-America Apartment Communities             52,000   1,319,500
 Public Storage Incorporated                   60,000   1,237,500
 Shurgard Storage Centers Incorporated         43,000   1,085,750
 Winston Hotels Incorporated                   95,000   1,104,375
                                                      -----------
                                                       13,643,240
                                                      -----------
SERVICE - .33%
  PCA International Incorporated               30,000     502,500
                                                      -----------
TECHNOLOGY - 1.15%
  DH Technology, Incorporated*                 40,260     966,240
  Recoton Corporation*                         45,000     787,500
                                                      -----------
                                                        1,753,740
                                                      -----------
TRANSPORTATION - .84%  
  Illinois Central Corporation
      - Class A                                45,000   1,276,875
                                                      -----------
UTILITY - .40%  
  CMS Energy Corporation                       20,000     617,500
                                                      -----------
Total Common Stocks (cost $47,724,608)                 59,294,233
                                                      -----------
PREFERRED STOCKS - .45%

MANUFACTURING -.45%
 Freeport McMoRan Copper & Gold Series         20,000     690,000
                                                      -----------
    Total Preferred Stock (cost $709,838)                 690,000
                                                      -----------
<CAPTION>
U.S. TREASURY OBLIGATIONS - 17.48%
                                          PRINCIPAL   VALUE
<S>                                       <C>         <C>
U.S. TREASURY NOTES -
  7.2500% due 11/15/96                    $   500,000 $   503,438
  6.1250% due 12/31/96                        900,000     902,813
  8.0000% due 01/15/97                      1,000,000   1,012,812
  8.5000% due 04/15/97                        500,000     510,468
  6.7500% due 02/28/97                        650,000     654,469
  6.7500% due 05/31/97                      1,000,000   1,008,437
  7.8750% due 04/15/98                        500,000     514,843

  5.5000% due 02/28/99                      1,000,000     981,250
  6.0000% due 10/15/99                      5,900,000   5,844,688
  6.3750% due 07/15/99                      1,000,000   1,002,187
  8.8750% due 05/15/00                        500,000     541,406
  5.7500% due 10/31/00                      1,000,000     973,750
  7.5000% due 11/15/01                        500,000     521,875
  6.3750% due 08/15/02                      3,250,000   3,219,531
  5.8750% due 02/15/04                      1,600,000   1,527,499
  7.2500% due 05/15/04                      3,500,000   3,623,591
  7.8750% due 11/15/04                      3,100,000   3,332,500
                                                       -----------
 Total U.S. Treasury Notes ($26,698,117)               26,675,557

                                                      -----------
MORTGAGE - BACKED SECURITIES - 22.38%

COLLATERALIZED MORTGAGE OBLIGATIONS
      - 1.66%
  FHLMC (8.5000% due 06/15/17)                536,210     537,604
  FHLMC (6.2500% due 01/15/09)              1,159,642   1,124,447
  FHLMC (6.3916% due 12/15/23)<F1>          1,450,000     876,467

                                                        2,538,518
FEDERAL HOME LOAN MORTGAGE
    CORPORATION - 3.32%
  8.0000% due 10/01/96                        408,845     410,350
  7.5000% due 06/01/07                         57,782      58,081
  6.4400% due 11/15/07<F1>                  1,000,000     976,020
  9.5000% due 10/01/08                        249,851     265,789
  8.2500% due 03/01/12                        133,018     136,589
  8.5000% due 03/01/16                        131,696     135,590
  7.5000% due 07/01/17                         77,546      76,781
  11.0000% due 04/01/19                        58,787      65,047
  11.0000% due 11/01/19                        97,484     107,864
  5.5000% due 02/15/20                      1,700,000   1,594,345
  11.0000% due 05/01/20                       256,997     284,337
  11.0000% due 06/01/20                       360,140     398,552
  7.0000% due 09/15/22                        596,485     561,405
                                                      -----------
                                                        5,070,750
                                                      -----------
FEDERAL NATIONAL MORTGAGE
    ASSOCIATION - 15.30%
  10.0000% due 02/01/04                         8,942       9,488
  9.5000% due 09/01/05                        170,718     179,707
  9.0000% due 11/01/05                         71,546      74,646
  7.5000% due 02/25/06                      1,645,000   1,672,652
  7.5000% due 03/25/07                      1,200,000   1,196,532
  8.0000% due 05/01/07                        159,972     163,177
  7.0000% due 07/25/07                      1,500,000   1,471,380
  6.0000% due 12/01/08                        925,251     881,792
  5.5000% due 01/01/09                        952,050     890,586
  6.0000% due 03/01/09                      1,040,372     991,506
  5.5000% due 04/01/09                        915,538     852,942
  8.5000% due 03/01/19                         12,155      12,564
  7.5000% due 07/25/20                      1,000,000   1,008,610
  8.0000% due 07/25/20                      1,000,000   1,023,640
  8.0000% due 12/25/20                      1,500,000   1,527,240
  5.9300% due 10/25/21                      1,000,000     954,960
  6.5000% due 03/25/22                      2,000,000   1,965,860
  5.9375% due 05/25/22<F1>                  1,109,801   1,108,180
  7.5950% due 07/25/23<F1>                  2,572,882   1,523,840
  6.5000% due 02/01/26                        811,290     758,556
  6.5000% due 03/01/26                        206,816     193,373
  7.0000% due 07/01/26                      2,000,000   1,924,360
  7.5000% due 07/01/26                      3,000,000   2,961,539
                                                      -----------
                                                       23,347,130
                                                      -----------
GOVERNMENT NATIONAL MORTGAGE
      ASSOCIATION - .50%
  9.0000% due 11/15/16                        118,149     125,165
  10.5000% due 11/20/19                       440,380     484,431
  9.0000% due 12/15/19                        144,065     151,887
                                                      -----------
                                                          761,483
NON-GOVERNMENTAL AGENCY - 1.60%
  Prudential Home Mortgage Securities
   (7.500% due 07/25/10)                      532,475     513,503
  Merrill Lynch Mortgage Investors
    (6.4375% due 09/15/17)<F1>              2,000,000   1,923,120
                                                      -----------
                                                        2,436,623
                                                      -----------
    Total Mortgage Backed Securities
          (cost $34,633,741)                           34,154,504
                                                      -----------
CORPORATE BONDS AND NOTES - 7.13%

BANK & BANK HOLDING COMPANIES - .19%
  Boatmens Bancshares, Inc.
   (9.250% due 11/01/01)                      260,000     285,756
                                                      -----------
COMMUNICATIONS AND MEDIA - .58%
  Loewen Group International, Inc.
    (8.2500% due 04/15/03)                    900,000     887,625
                                                      -----------
CONGLOMERATES - .43%
  Teledyne Corp.
    (10.000% due 06/01/04)                    151,000     151,391
                                                      -----------
  Westinghouse Electric Corp.
    (8.875% due 06/01/01)                     500,000     507,977
                                                      -----------
                                                          659,368
                                                      -----------
FINANCE COMPANY - .32%
  Helicon Group
   (9.0000% due 11/01/03)<F1>                 500,000     495,000
                                                      -----------
FINANCIAL SERVICES - .50% 
  Pacific Gulf Properties, Inc.
   (8.375% due 02/15/01)                      750,000     747,188
                                                      -----------
GAMING INDUSTRY - .17%
  Circus Circus Enterprises, Inc.
   (10.625% due 06/15/97)                     250,000     259,812
                                                      -----------
INSURANCE - .33%
  The Penn Central Corp.
   (9.750% due 08/01/99)                      130,000     133,900
  Reliance Financial Services Corp.
   (9.480% due 11/01/00)<F1>                  375,000     378,750
                                                      -----------
                                                          512,650
                                                      -----------
MISCELLANEOUS - .65%
  Toll Corp. (10.500% due 03/15/02)           500,000     517,500
  Parisian Inc.  (9.8750% due 07/15/03)       500,000     477,500
                                                      -----------
                                                          995,000
                                                      -----------
OIL & GAS EXPLORATION SERVICES - 1.48%
  Maxus Debentures
   (11.2500% due 05/01/13)                    208,000     213,200
  Rowan Companies
   (11.8750% due 12/10/01)                    750,000     810,000
  Trans Texas Gas, Corp.
   (11.500% due 06/15/02)                     500,000     498,750
  Tenneco, Inc. (10.0000% due 08/01/98)       700,000     745,389
                                                      -----------
                                                        2,267,339
                                                      -----------
REAL ESTATE - .35%  
  GE Capital Marketing Services, Inc.
   (6.0000% due 08/25/09)                     584,834     534,755

SAVINGS & LOAN - .10%
  Golden West Financial Corp.
   (10.250% due 12/01/00)                     130,000     145,966
TELEPHONE & TELECOMMUNICATIONS - .78%
  United Telecommunications, Inc.
   (9.750% due 04/01/00)                      156,000     169,719
  TCI Communications Inc.
   (8.6500% due 09/15/04)                   1,000,000   1,025,939
                                                      -----------
                                                        1,195,658
                                                      -----------
UTILITIES - ELECTRIC - 1.25%
  Connecticut Light & Power Co.
   1st Ref Mtg. (7.625% due 04/01/97)         677,000     677,777
  New Orleans Public Service Inc.
     1st Mtg.(8.670% due 04/01/05)          1,200,000   1,226,666
                                                      -----------
                                                        1,904,443
                                                      -----------
Total Corporate Bonds
 (cost $10,673,824)                                    10,890,560
                                                      -----------
SHORT-TERM INVESTMENTS - 16.30%

COMMERCIAL PAPER - 9.79%
  Circus Circus Enterprises Inc.
   (5.6100% due 08/22/96)                   2,000,000   1,983,793
  Columbia Healthcare Corp.
   (5.4300% due 07/17/96)                   1,000,000     997,587
  Columbia Healthcare Corp.
   (5.5200% due 07/10/96)                   1,000,000     998,628
  Conagra Inc. (5.5000% due 08/20/96)       1,000,000     992,361
  Illinois Power Fuel Company
   (5.4900% due 07/17/96)                   1,000,000     997,560
  Nabisco Inc. (5.4700% due 07/23/96)       1,000,000     996,657
  Nabisco Inc. (5.4800% due 08/01/96)       2,000,000   1,990,562
  Rite Aid Corp.
   (5.4500% due 08/05/96)                   1,000,000     994,701
  Textron Financial Group
   (5.4500% due 07/10/96)                   1,000,000     998,638
  Union Oil Company of California
   (5.4300% due 07/18/96)                   2,000,000   1,994,872
  White Consolidated Industries, Inc
   (5.4800% due 07/25/96)                   1,000,000     996,347
  Yellow Freight System Inc.
   (5.6800% due 07/02/96)                   1,000,000     999,842
                                                      -----------
                                                       14,941,548
                                                      -----------
VARIABLE RATE DEMAND NOTES<F2> - 6.51%
  American Family Financial Services
   (5.1149% due 07/05/96)                      15,923      15,923
  General Mills Inc.
   (5.1000% due 07/05/96)                   2,494,171   2,494,171
  Johnson Controls, Inc.
   (5.1349% due 07/05/96)                   1,440,871   1,440,871
  Pitney Bowes Credit Corp.
   (5.1440% due 07/05/961)                  3,624,261   3,624,261
  Warner Lambert (5.0848% due 07/05/96)       919,171     919,171
  Wisconsin Electric Power Company
   (5.1549% due 07/05/96)                   1,438,235   1,438,235


                                                      -----------
                                                        9,932,632

    Total Short Term Investments
     (cost $24,874,180)                                24,874,180
                                                      -----------
TOTAL INVESTMENTS - 102.58%
  (cost $145,314,308)                                 156,579,034<F3>
                                                      -----------
OTHER ASSETS AND LIABILITIES - (2.58%)                 (3,940,728)
                                                      -----------
TOTAL NET ASSETS - 100%                               $152,638,307
                                                      ============
- ---------
*Non-Income producing
(ADR) American Depository Receipt
<FN>
<F1>  Interest rates vary periodically based on current market rates. 
Rates shown are as of June 30,1996.
<F2>  Interest rates vary periodically based on current market rates.  The
maturity shown for each variable rate demand note is the  later of the
next scheduled interest rate adjustment date or the date on which
principal can be recovered through demand.  Information shown is as of
June 30, 1996.
<F3>  Gross unrealized appreciation and depreciation of securities at June
30, 1996 for financial reporting purposes was $13,833,860 and $2,569,134
respectively; tax amounts were substantially the same.
</FN>
The accompanying notes are an integral part of the
financial statements.

  
<PAGE>
   

                         CARILLON FUND, INC.
                     SCHEDULE OF INVESTMENTS

JUNE 30, 1996
(Unaudited)


</TABLE>
<TABLE>
<CAPTION>

BOND PORTFOLIO

U.S. TREASURY OBLIGATIONS - 32.04%
                                          PRINCIPAL   VALUE
                                          ----------  -----------
<S>                                       <C>         <C>
U.S. TREASURY BOND - 3.40%
  6.2500% due 08/15/23                    $ 3,000,000 $ 2,717,810
                                                      -----------
U.S. TREASURY NOTES - 23.73%
  6.0000% due 10/15/99                      4,000,000   3,962,498
  6.7500% due 04/30/00                      2,000,000   2,021,250
  7.7500% due 02/15/01                      2,500,000   2,625,780
  5.6250% due 02/28/01                      2,000,000   1,931,874
  5.8750% due 11/15/05                      4,000,000   3,767,500
  7.5000% due 02/15/05                      3,500,000   3,680,466
  6.5000% due 08/15/05                      1,000,000     985,000
                                                      -----------
                                                       18,974,368
                                                      -----------
U.S. TREASURY STRIPS - 4.91%
  0.0000% due 02/15/00                      3,250,000   2,582,157
  0.0000% due 08/15/02                      2,000,000   1,344,620
                                                      -----------
                                                        3,926,777
                                                      -----------
    Total U.S. Treasury Notes
        (cost $25,704,998)                             25,618,955
                                                      -----------

MORTGAGE - BACKED SECURITIES - 15.07%

COLLATERALIZED 
MORTGAGE OBLIGATIONS - 3.16%

  FNMA (9.5000% due 12/25/18)                 232,777     247,910
  FHLMC (8.9000% due 11/15/20)                923,268     958,980
  FHLMC (8.2500% due 12/15/20)              1,000,000   1,025,580
  FNMA (6.6509% due 12/25/23)<F1>             500,000     296,385
                                                      -----------
                                                        2,528,855
                                                      -----------
FEDERAL HOME LOAN MORTGAGE
       CORPORATION - 2.91%
  7.5000% due 02/01/02                         53,323      53,473

  9.5000% due 04/01/05                         98,826     103,551

  7.5000% due 06/01/07                        127,171     127,829
  11.0000% due 05/01/10                        47,027      52,068
  12.5000% due 08/01/10                        20,698      23,518
  8.0000% due 11/01/16                         71,893      72,522
  9.5000% due 02/01/18                         76,684      81,452
  6.5000% due 07/01/23                        839,744     791,819
  8.2500% due 01/15/24                      1,000,000   1,017,140
                                                      -----------
                                                        2,323,372
                                                      -----------
FEDERAL NATIONAL MORTGAGE 
ASSOCIATION - 2.49%
  12.0000% due 04/01/00                        77,931      83,581
  9.0000% due 08/01/01                         55,246      57,525
  8.5000% due 01/01/02                         51,377      53,079
  10.5000% due 06/01/04                        20,201      21,439
  10.5000% due 05/01/05                       209,137     221,947
  6.5000% due 06/01/08                      1,283,008   1,246,827
  8.0000% due 08/01/17                        300,945     303,293
                                                      -----------
                                                        1,987,691
                                                      -----------
<PAGE>
GOVERNMENT NATIONAL MORTGAGE 
ASSOCIATION - .22%
  11.000% due 03/15/10                         62,591      69,261
  10.750% due 02/15/16                          8,577       9,425
  9.000% due 05/15/20                          95,680     100,104
                                                      -----------
                                                          178,790
                                                      -----------
NON-GOVERNMENTAL AGENCY - 6.29% 
  Securitized Asset Sales, Inc.
  (6.500% due 07/25/08)                       316,133     291,534
  CMC  Securities Corp.
  (0.000% due 12/25/08)                       416,146     293,658
  Continental Airlines
  (7.8200% due 04/15/15)                    1,000,000   1,013,050
  Country Wide Mortgage-Backed 
  Securities, Inc.(6.000% due 03/01/09)       900,381     805,274
  Capstead Mortgage Securities Corp.
  (10.950% due 02/01/14)                      244,396     262,178
  Greenwich Capital Acceptance
  (8.2380% due 08/25/24)                      989,978     816,732
  NWA Trust No. 2 Class B
 (10.2300% due 06/21/14)                      963,077   1,056,661
  Residential Funding Mortgage 
  Securities, Inc.(7.2500% due 04/25/26)      497,769     490,049
                                                      -----------
                                                        5,029,136
                                                      -----------
Total Mortgage Backed Securitie
 (cost $10,058,557)                                    12,047,844
                                                      -----------
CORPORATE BONDS AND NOTES - 44.68%

AIR TRANSPORTATION - .25%
  NWA Inc. (8.6250% due 08/01/96)<F1>         200,000     200,000
                                                      -----------
BANK & BANK HOLDING COMPANIES - 1.95%
  Comerica Inc.  (9.750% due 05/01/99)        500,000     536,733
  Nationsbank Corp.
   (7.625% due 04/15/05)                    1,000,000   1,018,510
                                                      -----------
                                                        1,555,243
                                                      -----------
BUSINESS - 1.24%
  Greenwich Air Services Inc.
    (10.5000% due 06/01/06)                 1,000,000     992,500
                                                      -----------
COMMUNICATIONS AND MEDIA - 4.41%
  Arch Communication Group
   (0.0000% due 03/15/08)                   1,000,000     515,000
  CF Cable TV Inc.
   (9.125% due 07/15/07)                    1,000,000   1,007,500
  Jones Intercable, Inc.
   (9.625% due 03/15/02)                      500,000     507,500
  Mesa Capital Corp. 
   (12.7500% due 06/31/98)                    500,000     500,000
  Time Warner Inc.
   (8.1100% due 08/15/06)                   1,000,000     994,787
                                                      -----------
                                                        3,524,787
                                                      -----------
CONGLOMERATES - 2.67%
  Coastal Corp. (9.7500% due 08/01/03)      1,000,000   1,127,111
  Figgie International Inc.
   (9.875% due 10/01/99)                    1,000,000   1,010,000
                                                      -----------
                                                        2,137,111
                                                      -----------
CONSUMER PRODUCTS - 1.67%
  First Brands Corp.
    (9.125% due 04/01/99)                     500,000     503,750
  Revlon Consumer Products Corp.
    (0.000% due 03/15/98)                   1,000,000     832,500
                                                      -----------
                                                        1,336,250
DIVERSIFIED - 1.24%
  Dimon Inc. (8.8750% due 06/01/06)         1,000,000     995,000
                                                      -----------
ELECTRONICS - .65%
  Seagate Technology Inc.
    (6.5000% due 03/01/02)                    500,000     520,000
                                                      -----------
FINANCE COMPANIES - 1.24%
  Helicon Group (9.0000% due 11/01/03)      1,000,000     990,000
                                                      -----------
FOOD, BEVERAGE, & TOBACCO - 2.28%
  RJR Nabisco, Inc.(7.625% due 09/15/03)      500,000     478,692
  Great American Cookie, Inc.
   (10.8750% due 01/15/01)                    500,000     385,000
  Nabisco Inc.  (7.5500% due 06/15/15)      1,000,000     958,785
                                                      -----------
                                                        1,822,477
                                                      -----------
FOREIGN - 1.15%
  Quebec Province CDA
    (7.125% due 02/09/24)                  1,000,000      915,370

GAMING INDUSTRY - 5.01%
  Alliance Gaming Corp.
    (12.8750% due 06/30/03)                 1,000,000     997,500
  Boomtown, Inc. 1st Meeting 
    (11.500% due 11/01/03)                  1,000,000     963,750
  Empress River Casino Finance Corp.
    (10.750% due 04/01/02)                  1,000,000   1,045,000
  Hollywood Casino Corp.
    (12.750% due 11/01/03)                  1,000,000   1,000,000
                                                      -----------
                                                        4,006,250
                                                      -----------
HEALTH CARE - 3.76%
  Columbia/HCA Healthcare Corp.
   (7.690% due 06/15/25)                    1,000,000     991,266
  Foundation Health Corp.
   (7.750% due 06/01/03)                      500,000     509,159
  Tenet Healthcare Corp.
   (10.125% due 03/01/05)                     500,000     527,500
  Universal Health Services
   (8.750% due 08/15/05)                    1,000,000     977,500
                                                      -----------
                                                        3,005,425
                                                      -----------
INSURANCE - 5.52%
  Berkley (W.R.) Corp.
   (9.875% due 05/15/08)                      500,000     585,856
  Farmers Insurance Exhange
   (8.5000% due 04)                         1,000,000   1,009,738
  Leucadia National Corp.
   (8.250% due 06/15/05)                    1,000,000     991,677
  Leucadia National Corp.
   (10.375% due 06/15/02)                   1,000,000   1,065,379
  Penn Central Corp.
   (9.750% due 08/01/99)                      500,000     515,000
  Reliance Financial Services Group
   (9.480% due 11/01/00)                      245,000     247,450
                                                      -----------
                                                        4,415,100
                                                      -----------
MISCELLANEOUS - 4.54%
  Adelphia Communications Corp. PIK
   (9.5000% due 02/15/04)                     601,186     520,026
  American Skiing Corp.
    (12.0000% due 07/15/06)                 1,000,000     980,000
  International Wire Group Inc.
    (11.750% due 06/01/05)                    500,000     496,250
  Terex Corp. (13.750% due 05/15/02)        1,000,000   1,035,000
  UCAR Global Enterprises Inc.
    (12.000% due 01/15/05)                    530,000     601,550
                                                      -----------
                                                        3,632,826
                                                      -----------
OIL & GAS - DOMESTIC - .67%
  Penzoil Company (9.625% due 11/15/99)       500,000     534,619

OIL & GAS - SERVICES - 3.49%
  Mesa Incorporated
   (12.750% due 06/30/96)                     243,000     243,000
  Mitchell Energy Development Corp.
    (6.750% due 02/15/04)                     750,000     660,691
  PDV America, Inc.
    (7.750% due 08/01/00)                   1,000,000     985,634
  Triton Incorporated
    (0.000% due 11/01/97)                   1,000,000     900,000
                                                      -----------
                                                        2,789,325
                                                      -----------
PAPER & FOREST PRODUCTS - .67%
  Westvaco Corp. (10.300% due 01/15/19)       500,000     534,745

RETAIL - GENERAL - 1.33%
  Hook - SuperX Inc.
   (10.125% due 06/01/02)                   1,000,000   1,063,782

SAVINGS & LOANS - .94%
  Western Financial Savings Bank
   (8.500% due 07/01/03)                      750,000     754,292


Total Corporate Bond and Notes
 (cost $37,244,749)                                    35,725,102
                                                      ===========

<CAPTION>

COMMON STOCKS - .04%
                                            SHARES      VALUE
                                            ------      -----
<S>                                       <C>         <C>
ENERGY - .04%
  Mesa Incorproated*                            6,417      35,294
                                                      -----------
 Total Common Stocks (cost $ 38,650)                       35,294
                                                      -----------
WARRANTS - 0.00%

RETAIL-FOOD - 0.00%
  Great American Cookie Warrants                   90       2,250

                                                      -----------
    Total Warrants (cost $ 28,050)                          2,250
                                                      -----------
PREFERRED STOCKS - 1.13%

BANKING AND FINANCIAL SERVICE - 1.13%
Earthshell Container Corporation
  Series A
  Cumulative Senior Convertible 8%<F2>            500     900,000
                                                      -----------
  Total Preferred Stocks ($500,000)                       900,000
                                                      -----------
SHORT TERM INVESTMENTS - 6.15%
<CAPTION>
                                          PRINCIPAL   VALUE
                                          ---------   -----
<S>                                       <C>         <C>
VARIABLE RATE DEMAND NOTES<F3> - 3.65%
  General Mills, Inc.
   (5.1000% due07/05/96)                  $ 1,131,172 $ 1,131,172
  Johnson Controls Inc.
   (5.1349% due 07/05/96)                     730,000     730,000
  Pitney Bowes Credit Corp.
   (5.1140% due 07/05/96)                     500,783     500,783
  Southwestern Bell Telephone Co.
   (5.0938% due 07/05/96)                      76,858      76,858
  Wisconsin Electric Power Co.
   (5.1549% due 07/05/96)                     481,908     481,908
                                                      -----------
                                                        2,920,721
                                                      -----------
COMMERCIAL PAPER - 2.50%
  Occidental Petrolum  Corporation
   (5.6500% due 07/03/96)                   2,000,000   1,999,372
                                                      -----------
Total Short-Term Investments($3,120,093)                4,920,093
                                                      -----------
TOTAL INVESTMENTS - 99.11%
   (cost $78,495,097)                                  79,249,538<F4>
                                                      -----------
OTHER ASSETS AND LIABILITIES - .89%                       714,974
                                                      -----------
TOTAL NET ASSETS - 100%                               $79,964,512
                                                      ===========
- -----------
*Non-income Producing

<FN>
<F1>  Interest rates vary periodically based on current market rates. 
Rates shown are as of June 30, 1996.
<F2>  144A-Privately placed security traded among qualified institutional
buyers.
<F3>  Interest rates vary periodically based on current market rates.  The
maturity shown for each variable rate demand note is the later of the next
scheduled interest adjustment date or the date on which principal can be
recovered through demand.  Information shown is as of June 30, 1996.
<F4>  Gross unrealized appreciation and depreciation of securities at June
30, 1996  for financial reporting purposes was $2,188,243 and $1,433,802;
tax amounts were substantially the same.

</FN>
</TABLE>
The accompanying notes are an integral part of 
the financial statments.

  
<PAGE>
  
Carillon Fund, Inc.
SCHEDULE OF INVESTMENTS

JUNE 30, 1996
(Unaudited)

<TABLE>
<CAPTION>

S&P 500 INDEX PORTFOLIO

COMMON STOCKS - 72.14%
                                                   SHARES  VALUE
<S>                                                 <C>    <C>
BANKING & FINANCIAL SERVICE -  9.65%
  Aetna Life & Casualty Company                       300  $   21,424
  Allstate Corporation                              1,000      45,625
  American Express Company                          1,100      49,088
  American General Corporation                        500      18,188
  American International Group, Incorporated        1,100     108,488
  Banc One Corporation                                990      33,660
  Bank of Boston                                      200       9,900
  Bank of New York Incorporated                       500      25,625
  BankAmerica Corporation                             900      68,175
  Bankers Trust New York Corporation                  200      14,775
  Barnett Banks, Incorporated                         300      18,300
  Boatmen's Bancshares, Incorporated                  300      12,038
  Chase Manhattan Corporation                         812      57,348
  Chubb Corporation                                   400      19,950
  CIGNA Corporation                                   200      23,575
  Citicorp                                            800      66,100
  Comerica, Incorporated                              300      13,388
  CoreStates Financial Corporation                    300      11,550
  Dean Witter, Discover & Company                     400      22,900
  Federal Home Loan Mortgage Corporation              500      42,750
  Federal National Mortgage Association             2,800      93,800
  First Bank System, Incorporated                     300      17,400
  First Chicago NBD Corporation                       700      27,388
  First Union Corporation                             600      36,525
  Fleet Financial Group, Incorporated                 600      26,100
  General RE Corporation                              200      30,450
  Household International, Incorporated               300      22,800
  ITT Hartford Group Incorporated                     300      15,975
  KeyCorp                                             600      23,250
  Lincoln National Corporation                        300      13,875
  Marsh & McLennan Companies, Incorporated            200      19,300
  MBNA Corporation                                    450      12,825
  Mellon Bank Corporation                             300      17,100
  Merrill Lynch & Company, Incorporated               500      32,563
  Morgan (J. P.) & Company                            400      33,850
  Morgan Stanley Group Incorporated                   400      19,650
  National City Corporation                           400      14,050
  NationsBank Corporation                             600      49,575
  Norwest Corporation                                 800      27,900
  PNC Bank Corporation                                700      20,825
  Republic New York Corporation                       200      12,450
  SAFECO Corporation                                  400      14,150
  Salomon, Incorporated                               200       8,800
  SunTrust Banks, Incorporated                        600      22,200
  Transamerica Corporation                            200      16,200
  Travelers Group, Incorporated                     1,050      47,906
  US Healthcare Incorporated                          300      16,500
  Wachovia Corporation                                400      17,500
  Wells Fargo & Company                               233      55,658
                                                            ---------
                                                            1,449,412
                                                            ---------
CAPITAL GOOD - 4.04%
  AMP, Incorporated                                   500      20,063
  Caterpillar, Incorporated                           500      33,875
  Cooper Industries, Incorporated                     300      12,450
  Deere & Company                                     600      24,000
  Emerson Electric Company                            600      54,225
  General Electric Company                          3,800     328,700
  Illinois Tool Works, Incorporated                   300      20,288
  Ingersoll-Rand Company                              300      13,125
  Scientific-Atlanta, Incorporated                    300       4,650
  Tenneco, Incorporated                               500      25,563
  Tyco International Limited                          400      16,300
  Westinghouse Electric Corporation                   900      16,875
  WMX Technologies, Incorporated                    1,100      36,025
                                                            ---------
                                                              606,139
                                                            ---------
CONSUMER CYCLICAL - 5.50%
  American Stores Company                             400      16,500
  Chrysler Corporation                                900      55,800
  Dayton Hudson Corporation                           200      20,625
  Eaton Corporation                                   200      11,725
  Federated Department Stores Incorporated*           500      17,063
  Ford Motor Company                                2,400      77,700
  Gap (The), Incorporated                             800      25,700
  General Motors Corporation                        1,700      89,038
  Genuine Parts Company                               400      18,300
  Goodyear Tire & Rubber Company  400  19,300
  Home Depot, Incorporated                          1,100      59,400
  K Mart Corporation*                               1,000      12,375
  Lowe's Companies, Incorporated                      400      14,450
  May Department Stores Company                       700      30,625
  NIKE, Incorporated                                  400      41,100
  Penney, (J.C.) Company, Incorporated                500      26,250
  Reebok International, Incorporated                  200       6,725
  Sears, Roebuck & Company                            900      43,763
  Tandy Corporation                                   100       4,738
  Limited (The), Incorporated                         490      10,535
  Toys "R" Us, Incorporated*                          600      17,100
  TRW, Incorporated                                   200      17,975
  Wal-Mart Stores, Incorporated                     5,900     149,713
  Walgreen Company                                    600      20,100
  Whirlpool Corporation                               200       9,925
  Woolworth Corporation*                              400       9,000
                                                            ---------
                                                              825,525
                                                            ---------
CONSUMER NON-DURABLE - 19.89%
  Abbott Laboratories                               1,700      73,950
  Albertson's, Incorporated                           600      24,825
  American Brands, Incorporated                       400      18,150
  American Home Products Corporation                1,400      84,175
  Anheuser-Busch Companies, Incorporated              600      45,000
  Archer-Daniels-Midland Company                    1,200      22,950
  Automatic Data Processing, Incorporated             800      30,900
  Avon Products, Incorporated                         400      18,050
  Baxter International, Incorporated                  700      33,075
  Becton, Dickinson Company                           200      16,050
  Boston Scientific Corporation                       400      18,000
  Bristol-Meyers Squibb Company                     1,200     108,000
  Browning-Ferris Industries, Incorporated            500      14,500
  Campbell Soup Company                               600      42,300
  Block, H&R Incorporated                             300       9,788
  Coca-Cola Company                                 5,800     283,475
  Colgate-Palmolive Company                           300      25,425
  Columbia/HCA Healthcare Corporation               1,000      53,375
  ConAgra, Incorporated                               600      27,225
  CPC International, Incorporated                     400      28,800
  CUC International, Incorporated*                    400      14,200
  Donnelly (RR) & Sons Company                        400      13,950
  Dow Jones, & Company, Incorporated                  300      12,525
  Dun & Bradstreet Corporation                        500      31,250
  Gannett Company, Incorporated                       400      28,300
  General Mills, Incorporated                         400      21,800
  Gillette Company                                  1,100      68,613
  Heinz (H.J.) Company                                800      24,300
  Harrahs Entertainment, Incorporated*                200       5,650
  Hershey Foods Corporation                           200      14,675
  Hilton Hotels Corporation                           200      22,500
  International Flavors & Fragrance, Incorporated     300      14,288
  Johnson & Johnson                                 3,000     148,500
  Kellogg Company                                     500      36,625
  Kroger Company*                                     300      11,850
  Lilly,(Eli) & Company                             1,200      78,000
  Loews Corporation                                   400      31,550
  Mattel, Incorporated                                750      21,469
  Marriott International                              300      16,125
  McDonalds Corporation                             1,600      74,800
  McGraw Hill Companies, Incorporated                 400      18,300
  Medtronic, Incorporated                             500      28,000
  Merck & Company, Incorporated                     2,700     174,488
  PepsiCo, Incorporated                             3,600     127,350
  Pfizer, Incorporated                              1,400      99,925
  Pharmacia & Upjohn, Incorporated                  1,100      48,813
  Philip Morris Companies, Incorporated             1,900     197,600
  Procter & Gamble Company                          1,600     145,000
  Ralston-Ralston Purina Group                        200      12,825
  Sara Lee Corporation                              1,100      35,613
  Schering-Plough Corporation                         800      50,200
  Seagrams Company, Limited                           900      30,263
  Service Corporation International                   300      17,250
  Sysco Corporation                                   400      13,700
  Tele-Communications, Incorporated*                  800      14,500
  Time Warner, Incorporated                           900      35,325
  Tribune Company                                     200      14,525
  US West                                           1,000      31,875
  UST, Incorporated                                   400      13,700
  United HealthCare Corporation                       400      20,200
  Viacom, Inc. - Class B*                             600      23,325
  Walt Disney Company, The                          1,619     101,795
  Warner-Lambert Company                              600      33,000
  Winn-Dixie Stores, Incorporated                     400      14,150
  Wrigley, (Wm), JR Company                           300      15,150
                                                            ---------
                                                            2,985,855
                                                            ---------
ENERGY - 7.09%
  Amerada Hess Corporation                            300      16,088
  Amoco Corporation                                 1,100      79,613
  Atlantic Richfield Company                          400      47,400
  Burlington Resources, Incorporated                  300      12,900
  Chevron Corporation                               1,500      88,500
  Dresser Industries, Incorporated                    600      17,700
  Enron Corporation                                   600      24,525
  Exxon Corporation                                 2,800     243,250
  Halliburton Company                                 300      16,650
  Mobil Corporation                                    90     100,913
  Occidental Petroleum                                700      17,325
  Phillips Petroleum Company                          600      25,125
  Royal Dutch Petroleum Company  ADR                1,200     184,500
  Schlumberger Limited                                900      75,825
  Sun Company, Incorporated                           300       9,113
  Texaco, Incorporated                                700      58,713
  Unocal Corporation                                  700      23,625
  USX-Marathon Group                                  600      12,075
  The Williams Companies, Incorporated                200       9,900
                                                            ---------
                                                            1,063,740
                                                            ---------
MANUFACTURING - 6.94%
  Air Products & Chemicals, Incorporated              400      23,100
  Alcan Aluminum Limited                              800      24,400
  Aluminum Company of America                         600      34,425
  Applied Materials Incorporated*                     400      12,200
  Barrick Gold                                        900      24,413
  Bethlehem Steel Corporation*                        300       3,563
  Champion International Corporation                  300      12,525
  Corning, Incorporated                               500      19,188
  Crown Cork & Seal Company, Incorporated             300      13,500
  Dow Chemical Company                                700      53,200
  DuPont (E.I.) De Nemours & Company                1,300     102,863
  Eastman Chemical Company                            200      12,175
  Eastman Kodak Company                               800      62,200
  Fluor Corporation                                   200      13,075
  Georgia-Pacific Company                             300      21,300
  Grace, (WR) & Company                               300      21,263
  Great Lakes Chemical Corporation                    200      12,450
  Hercules, Incorporated                              300      16,575
  Inco, Limited                                       300       9,675
  International Paper Company                         800      29,500
  ITT Corporation                                     300      19,875
  Kimberly-Clark Corporation                          700      54,075
  Louisiana-Pacific Corporation                       300       6,638
  Masco Corporation                                   400      12,100
  Minnesota Mining & Manufacturing Company          1,000      69,000
  Mead Corporation                                    200      10,375
  Monsanto Company                                  1,500      48,750
  Morton International, Incorporated                  400      14,900
  Nalco Chemical Company                              200       6,300
  Newmont Mining Corporation                          500      24,688
  Nucor Corporation                                   200      10,125
  Phelps Dodge Corporation                            300      18,713
  Placer Dome, Incorporated                           600      14,325
  PPG Industries, Incorporated                        500      24,375
  Praxair Incorporated                                400      16,900
  Reynolds Metals Company                             300      15,638
  Rohm & Haas                                         200      12,550
  Rubbermaid, Incorporated                            400      10,900
  Silicon Graphics Incorporated*                      400       9,600
  Union Camp Corporation                              300      14,625
  Union Carbide Corporation                           400      15,900
  Unilever (N.V.) ADR                                 400      58,050
  USX-US Steel Group                                  200       5,675
  Weyerhaeuser Company                                600      25,500
                                                            ---------
                                                            1,041,167
                                                            ---------
SERVICE - 0.09%
  Alco Standard Corporation                           300      13,575
                                                            ---------
TECHNOLOGY - 10.05%
  3COM Corporation                                    400      18,300
  Advanced Micro Devices, Incorporated*               200       2,725
  AirTouch Communications, Incorporated*            1,200      33,900
  AlliedSignal Incorporated                           700      39,988
  Amgen, Incorporated*                                600      32,400
  Boeing Company                                      800      69,700
  Cabletron Systems, Incorporated*                    200      13,725
  Cisco Systems, Incorporated                       1,200      67,950
  COMPAQ Computers Corporation*                       600      29,550
  Computer Associates International, Incorporated     600      42,750
  Computer Sciences Corporation*                      200      14,950
  Digital Equipment Corporation*                      300      13,500
  First Data Corporation                              500      39,813
  Hewlett-Packard Company                           1,200     119,550
  Honeywell, Incorporated                             300      16,350
  Intel Corporation                                 1,900     139,531
  International Business Machines Corporation       1,300     128,700
  Lockheed Martin Corporation                         500      42,000
  Loral Corporation                                   400       5,450
  LSI Logic Corporation*                              300       7,800
  McDonnell Douglas Corporation                       600      29,100
  Micron Technology Incorporated                      500      12,938
  Microsoft Corporation*                            1,300     156,163
  Motorola Incorporated                             1,400      88,025
  Nothern Telecom, Limited                            600      32,625
  Novell, Incorporated                                800      11,100
  Oracle Systems Corporation*                       1,500      59,156
  Pitney-Bowes Incorporated                           400      19,100
  Raytheon Company                                    600      30,975
  Rockwell International Corporation                  500      28,625
  Sun Microsystems, Incorporated*                     400      23,550
  Tandem Computer Incorporated*                       300       3,713
  Texas Instruments, Incorporated                     500      24,938
  Textron Incorporated                                300      23,963
  Unisys Corporation*                                 400       2,850
  United Technologies Corporation                     300      34,500
  Xerox Corporation                                   900      48,150
                                                            ---------
                                                            1,508,103
                                                            ---------
TRANSPORTATION - 1.10%
  AMR Corporation*                                    200      18,200
  Burlington Northern Santa Fe Corporation            400      32,350
  Caliber System, Incorporated                        100       3,400
  Conrail Incorporated                                200      13,275
  CSX Corporation                                     600      28,950
  Norfolk Southern Company                            400      33,900
  Union Pacific Corporation                           500      34,938
                                                            ---------
                                                              165,013
                                                            ---------
UTILITY - 7.79%
  ALLTELL Corporation                                 500      15,375
  American Electric Power Company, Incorporated       400      17,050
  AT&T Corporation                                  3,600     223,200
  Ameritech Corporation                             1,200      71,250
  Baltimore Gas & Electric Company                    400      11,350
  Bell Atlantic Corporation                         1,000      63,750
  BellSouth Corporation                             2,100      88,988
  Carolina Power & Light Company                      400      15,200
  Central & Southwest  Corporation                    400      11,600
  Coastal Corporation                                 300      12,525
  Consolidated Edison Co. of N.Y., Incorporated       500      14,625
  Consolidated Natural Gas Company                    300      15,675
  Dominion Resources                                  500      20,000
  Duke Power                                          500      25,625
  DTE Energy Company                                  300       9,263
  Edison International                                900      15,863
  Entergy Corporation                                 500      14,188
  FPL Group Incorporated                              400      18,400
  General Public Utilities Corporation                300      10,575
  GTE Corporation                                   1,900      85,025
  Houston Industries, Incorporated                    600      14,775
  MCI Communications Corporation                    1,500      38,438
  Niagara Mohawk Power Corporation*                   200       1,550
  NYNEX Corporation                                 1,000      47,500
  Pacific Gas & Electric Company                      900      20,925
  Pacific Telesis Group                               900      30,375
  PacifiCorp                                          600      13,350
  PanEnergy Corporation                               300       9,863
  PECO Energy Company                                 400      10,400
  Public Service Enterprise Group, Incorporated       600      16,425
  SBC Communications                                1,400      68,950
  Southern Company                                  1,500      36,938
  Sprint Corporation*                                 800      33,600
  Texas Utilities Company                             500      21,375
  Unicom Corporation                                  500      13,938
  Union Electric Company                              300      12,075
  US West Media Group*                              1,100      20,075
                                                            ---------
                                                            1,170,079
                                                            ---------
Total Common Stocks (cost $9,906,085)                      10,828,608
                                                           ==========
</TABLE>
<TABLE>
<CAPTION>
SHORT-TERM INVESTMENTS - 27.34%
                                             PRINCIPAL  VALUE
                                             ---------  -----
<S>                                          <C>        <C>
  US Treasury Bill (4.9349% due 09/19/96)    3,750,000   3,707,891<F2>
  Portico US Federal Money Market Fund         395,397     395,397<F2>
                                                        ----------
           Total Short-Term Investments
                (cost $4,103,288)                        4,103,288
                                                        ----------

TOTAL INVESTMENTS - 99.48%
 (cost $14,009,373)                                     14,931,896<F1>
                                                        ----------
OTHER ASSETS AND LIABILITIES - 0.52%                        77,632
                                                        ----------
TOTAL NET ASSETS - 100%                                 $15,009,528
                                                        -----------


*Non-income producing
(ADR) American Depository Receipt

<FN>
<F1>  Gross unrealized appreciation and depreciation of
securities at June 30, 1996 for financial reporting was
$1,072,610 and $139,087 respectively; tax amounts were
substantially the same.

<F2> Securities with an aggregate market value of $3,711,400
have been segregated with the custodian to cover margin
requirements for the following open futures contracts at June
30, 1996:
</FN>
</TABLE>

<TABLE>
<CAPTION>
                                                    Unrealized
                                                    Appreciation/
  Type                                  Contracts   (Depreciation)
  ----                                  ---------   --------------
  (s)                                      <C>        <C>

  Standard & Poor's 500 Index (09/96)       1         $16,200
  Standard & Poor's 500 Index (09/96)       3          (9,400)
  Standard & Poor's 500 Index (09/96)       2          (1,800)
  Standard & Poor's 500 Index (09/96)       2           3,050
  Standard & Poor's 500 Index (09/96)       3           3,000
                                                      -------
                                                      $11,000
                                                      =======
</TABLE>

The accompanying notes are an integral part of the
financial statements.

<PAGE>
  
                                         Carillon Fund, Inc.
                               NOTES TO FINANCIAL STATEMENTS

JUNE 30, 1996
(Unaudited)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

Carillon Fund, Inc. (the Fund) is registered under the
Investment Company Act of 1940, as amended, as a no-load,
diversified, open-end management investment company.  The shares
of the Fund are sold only to The Union Central Life Insurance
Company (Union Central) and its separate accounts to fund the
benefits under certain variable insurance and retirement
products.  The Fund's shares are offered in four different
series -- Equity Portfolio, Capital Portfolio, Bond Portfolio,
and S&P 500 Index Portfolio.  The Equity Portfolio seeks long-
term appreciation of capital by investing primarily in common
stocks and other equity securities.  The Capital Portfolio seeks
the highest total return through a combination of income and
capital appreciation consistent with the reasonable risks
associated with an investment portfolio of above-average quality
by investing in equity securities, debt instruments, and money
market instruments.  The Bond Portfolio seeks a high level of
current income as is consistent with reasonable investment risk
by investing primarily in long-term, fixed-income, investment-  
grade corporate bonds. The S & P 500 Index Portfolio seeks
investment results that correspond to the total return
performance of U.S. common stocks, as represented in the
Standard & Poor's 500 Index.

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those estimates.

SECURITIES VALUATION - Securities held in each Portfolio, except
for money market instruments maturing in 60 days or less, are
valued as follows:  Securities traded on stock exchanges
(including securities traded in both the over-the-counter market
and on an exchange), or listed on the NASDAQ National Market
System, are valued at the last sales price as of the close of
the New York Stock Exchange on the day the securities are being
valued, or, lacking any sales, at the closing bid prices. 
Securities traded only in the over-the-counter market are valued
at the last bid price, as of the close of trading on the New
York Stock Exchange, quoted by brokers that make markets in the
securities.  Other securities for which market quotations are
not readily available are valued at fair value as determined in
good faith under procedures adopted by the Board of Directors. 
Money market instruments with a remaining maturity of 60 days or
less held in each Portfolio is valued at amortized cost which
approximates market.

Securities transactions and investment income - Securities
transactions are recorded on the trade date (the date the order
to buy or sell is executed).  Dividend income is recorded on the
ex-dividend date and interest income is recorded on the accrual
basis.  All amortization of discount is recognized currently
under the effective interest method. Gains and losses on sales
of investments are calculated on the identified cost basis for
financial reporting and tax purposes.  The cost of investments
is substantially the same for financial reporting and tax
purposes.

FEDERAL TAXES - It is the intent of the Fund to comply with the
requirements of the Internal Revenue Code applicable to
regulated investment companies and to distribute all of its net
investment income and any net realized capital gains.  Regulated
investment companies owned by the segregated asset accounts of a
life insurance company, held in connection with variable annuity
contracts, are exempt from excise tax on undistributed income. 
Therefore, no provision for income or excise taxes has been
recorded.  The Bond Portfolio has a capital loss carry forward
for tax purposes of $704,492 at December 31, 1995, of which
$446,614 expires in 2002, and $257,878 expires in 2003.  

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS - Dividends from net
investment income in all Portfolios are declared and paid
quarterly.  Net realized capital gains are distributed
periodically, no less frequently than annually.  Dividends from
net investment income and capital gains distributions are
recorded on the ex-dividend date.  All dividends and
distributions are reinvested in additional shares of the
respective Portfolio at the net asset value per share.

The amount of dividends and distributions are determined in
accordance with federal income tax regulations which may differ
from generally accepted accounting principles.  These "book/
tax" differences are either considered temporary or permanent in
nature.  To the extent these differences are permanent in
nature, such amounts are reclassified within the capital
accounts based on their federal tax-basis treatment; temporary
differences do not require reclassification.  Dividends and
distributions which exceed net investment income and net
realized capital gains for financial reporting purposes but not
for tax purposes are reported as dividends in excess of net
investment income or distributions in excess of net realized
capital gains.  To the extent they exceed net investment income
and net realized capital gains for tax purposes, they are
reported as distributions of paid-in-capital.

EXPENSES - Allocable expenses of the Fund are charged to each
Portfolio based on the ratio of the net assets of each Portfolio
to the combined net assets of the Fund.  Nonallocable expenses
are charged to each Portfolio based on specific identification.



NOTE 2 - TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEES - The Fund pays investment advisory
fees to Carillon Advisers, Inc. (the Adviser), under terms of an
Investment Advisory Agreement (the Agreement).  Certain officers
and directors of the Adviser are affiliated with the Fund.  The
Fund pays the Adviser, as full compensation for all services and
facilities furnished, a monthly fee computed separately for each
Portfolio on a daily basis, at an annual rate, as follows:

  (a) for the Equity Portfolio - .65% of the first $50,000,000,
 .60% of the next $100,000,000, and .50% of all over $150,000,000
of the current net asset value:

  (b) for Capital Portfolio - .75% of the first $50,000,000,
 .65% of the next $100,000,000, and .50% of all over $150,000,000
of the current net asset value.

  (c) for the Bond Portfolio - .50% of the first $50,000,000,
 .45% of the next $100,000,000, and .40% of all over $150,000,000
of the current net asset value.

  (d) for the S & P 500 Index Portfolio - .30% of the current
net asset value.

The Agreement provides that if the total operating expenses of
the Fund, exclusive of the advisory fee and certain other
expenses as described in the Agreement, for any fiscal quarter
exceed an annual rate of 1% of the average daily net assets of
the Equity, Capital , or Bond Portfolios, the Adviser will
reimburse the Fund for such excess, up to the amount of the
advisory fee for that year.  The Adviser has agreed to waive its
advisory fee and pay any other expenses of the S&P 500 Index
Portfolio to the extent that such expenses exceed 0.60% of its
annual net assets.  As a result for the six months ended June
30, 1996, the Adviser waived its entire management fees of
$16,619 for the S&P 500 Index Portfolio and reimbursed $8,953 in
other expenses. 

In addition to providing investment advisory services, the
Adviser is responsible for providing certain administrative
functions to the Fund.  The Adviser has entered into an
Administration Agreement with Carillon Investments, Inc. (the
Distributor) under which the Distributor furnishes substantially
all of such services for an annual fee of .20% of the Fund's
average net assets for the Equity, Capital, and Bond Portfolios,
and .05% of the Fund's average net assets for the S & P 500
Index Portfolio.  The fee is borne by the Adviser, not the Fund.

Carillon Advisers, Inc. and Carillon Investments, Inc. are
wholly-owned subsidiaries of Union Central.

DIRECTORS' FEES - Each director who is not affiliated with the
Adviser receives fees from the Fund for service as a director. 
Members of the Board of Directors who are not affiliated with
the Adviser are eligible to participate in a deferred
compensation plan.  The value of each director's deferred
compensation account will increase or decrease at the same rate
as if it were invested in shares of the Scudder Money Market
Fund.

NOTE 3 - FUTURES CONTRACTS

Index may purchase futures contracts on the Standard & Poor's
500 Stock Index.  These contracts provide for the sale of a
specified quantity of a financial instrument at a fixed price at
a future date.  When Index enters into a futures contract, it is
required to deposit and maintain as collateral such initial
margin as required by the exchange on which the contract is
traded.  Under terms on the contract, Index agrees to receive
from or pay to the broker an among equal to the daily
fluctuation in the value of the contract (known as the variation
margin).  The variation margin is recorded as unrealized gain or
loss until the contract expires or is otherwise closed, at which
time the gain or loss is realized.  Index invests in futures as
a substitute to investing in the 500 common stock positions in
the Standard & Poor's 500 Index.  The potential risk to Index is
that the change in the value in the underlying securities may
not correlate to the value of the contracts.  


NOTE 4 - SUMMARY OF PURCHASES AND SALES OF INVESTMENTS

Purchases and sales of securities for the six months ended June
30, 1996 excluding short-term obligations, follow:
<TABLE>
<CAPTION>

                            Equity      Capital     Bond        S&P 500
                            Portfolio   Portfolio   Portfolio   Index
                            ---------   ---------   ---------   -------
<S>                         <C>         <C>         <C>         <C>
Total Cost
of Purchases of:
Common Stocks               $74,396,254 $17,384,941 $  ----     $9,946,658
U.S. Government Securities    ----       27,927,214  10,375,894    ----
Corporate Bonds               ----        4,655,726  67,519,268    ----
                            ----------- ----------- ----------- ----------
                            $74,396,254 $49,967,881 $77,895,162 $9,946,658
                            =========== =========== =========== ==========
Total Proceeds
 from Sales of:
Common Stocks               $42,444,074 $20,367,936 $    48,571 $  35,778
U.S. Government Securities     ----       9,525,603   7,078,688    ----
Corporate Bonds                ----       3,567,685   4,707,206    ----
                            ----------- ----------- ----------- ----------
                            $42,444,074 $33,461,224 $71,834,465 $  35,778
                            =========== =========== =========== ==========
</TABLE>


Note 5 - FINANCIAL HIGHLIGHTS

Computed on the basis of a share of capital stock 
outstanding throughout the period.
<TABLE>
<CAPTION>
                             EQUITY PORTFOLIO

                Six Months Ended 
                     June 30,              Year Ended December 31,
                     -------      ----------------------------------------
                   (Unaudited)
 
                       1996       1995     1994     1993     1992     1991
                       ----       ----     ----     ----     ----     ----
<S>                    <C>        <C>      <C>      <C>      <C>      <C>
Net Asset Value,
Beginning of Year      $  16.54   $  14.30 $  14.58 $  13.74 $  12.60 $ 8.81
                       --------   -------- -------- -------- -------- ------
Investment Activities:
Net investment income       .19        .24      .20      .16      .19    .20
Net realized and 
unrealized
gains/(losses)             1.76       3.36      .31     1.69     1.27   3.79
                       --------   -------- -------- -------- -------- ------
Total from 
Investment Operations      1.95       3.60      .51     1.85     1.46   3.99
                       --------   -------- -------- -------- -------- ------
Distributions:
Net investment income     (.15)      (.23)    (.19)    (.16)    (.19)  (.20)
Net realized gains        (.72)     (1.13)    (.60)    (.85)    (.13)   ---
                       --------   -------- -------- -------- -------- ------
Total Distributions       (.87)     (1.36)    (.79)   (1.01)    (.32)  (.20)
                       --------   -------- -------- -------- -------- ------
Net Asset Value,
End of period          $17.62      $16.54   $14.30   $14.58   $13.74  $12.60
                       ========   ======== ======== ======== ======== ======

TOTAL RETURN            12.06%     26.96%    3.42%   14.11%   11.78%  45.55%

RATIOS/SUPPLEMENTAL
       DATA:
Ratio of Expenses to
 Average Net Assets    .63%<F1>     .66%     .69%     .70%     .72%    .75%

Ratio of
 Net Investment
 Income to Average
 Net Assets            1.72%<F1>   1.73%    1.45%    1.18%    1.47%    1.79%

Portfolio Turnover
     Rate              38.47%<F1>  34.33%   40.33%   37.93%   46.75%  55.17%
 
Average Commission
 Rate Paid             $  .0640

Net Assets,
 End of Year (000's)   $257,678   $219,563 $157,696 $138,239 $102,306 $79,352

<FN>
<F1>  These ratios are annualized.
</FN>
</TABLE>

  
<PAGE>
 
                                        Carillon Fund, Inc.
                              NOTES TO FINANCIAL STATEMENTS

Note 5 - FINANCIAL HIGHLIGHTS

Computed on the basis of a share of capital stock 
outstanding throughout the period.
<TABLE>
<CAPTION>
                              CAPITAL PORTFOLIO

                   Six Months
                   Ended 
                   June 30,                Year Ended December 31,
                   --------       ---------------------------------------
                  (Unaudited)

                       1996       1995     1994     1993     1992    1991 
<S>                    <C>        <C>      <C>      <C>      <C>     <C>
Net Asset Value,
Beginning of Year      $ 13.72    $ 13.19  $ 13.81  $ 12.99  $ 12.82 $ 10.57
                       --------   -------- -------- -------- -------- ------
Investment Activities:
Net investment income      .31        .64      .52      .43      .42     .47
Net realized and 
unrealized
gains/(losses)             .54       1.15     (.39)    1.17      .56    2.25
                       --------   -------- -------- -------- -------- ------
Total from Investment
 Operations                .85       1.79       .13    1.60      .98    2.72
                       --------   -------- -------- -------- -------- ------
Distributions:
Net investment income    (.27)      (.64)     (.52)   (.42)    (.42)   (.47)
Net realized gains       (.19)      (.62)     (.23)   (.36)    (.39)    ---
                       --------   -------- -------- -------- -------- ------
Total Distributions      (.46)     (1.26)     (.75)   (.78)    (.81)   (.47)
                       --------   -------- -------- -------- -------- ------
Net Asset Value,
  End of period         $14.11     $13.72    $13.19  $13.81   $12.99  $12.82
                       ========   ======== ======== ======== ======== ======

TOTAL RETURN             6.26%     14.28%     .94%   12.72%    7.93%  26.10%

RATIOS/SUPPLEMENTAL
      DATA:
Ratio of Expenses to 
Average Net Assets      .77%<F1>     .77%    .80%     .82%     .88%   .95%

Ratio of Net 
Investment Income to
Average Net Assets     4.22%<F1>   4.99%    4.25%    3.31%    3.49%   4.05%

Portfolio Turnover
    Rate               52.82%<F1>  43.83%   41.89%   32.42%   39.74%  47.93%

Net Assets, 
End of Year (000's)    $152,638   $145,623 $119,263 $100,016 $68,674 $41,844


<FN>
<F1>  These rates are annualized.
</FN>
</TABLE>

Carillon Fund, Inc.
NOTES TO FINANCIAL STATEMENTS  

Note 5 - FINANCIAL HIGHLIGHTS

Computed on the basis of a share of capital stock 
outstanding throughout the period.
<TABLE>
<CAPTION>
                              BOND PORTFOLIO

                     Six Months
                       Ended
                      June 30,               Year Ended December 31,
                    -----------    --------------------------------------
                    (Unaudited)

                       1996        1995    1994    1993    1992    1991
<S>                    <C>         <C>     <C>     <C>     <C>     <C>
Net Asset Value,
Beginning of Year      $ 11.07     $ 10.04 $ 11.30 $ 10.91 $ 10.96 $ 10.10
                       --------    ------- ------- ------- ------- -------
Investment Activities:
Net investment income      .53      .88     .77      .73      .82      .86
Net realized and
unrealized               (.38)      .98    (.95)     .54     (.01)     .87
                       --------    ------- ------- ------- ------- -------
gains/(losses)
Total from Investment
    Operations             .15     1.86    (.18)    1.27      .81     1.73
                       --------    ------- ------- ------- ------- -------
Distributions:
Net investment income    (.55)     (.83)   (.78)    (.73)    (.82)    (.87)
Net realized gains        .--       .--    (.30)    (.15)    (.04)     .--
                       --------    ------- ------- ------- ------- -------
Total Distributions      (.55)     (.83)   (1.08)   (.88)    (.86)    (.87)
                       --------    ------- ------- ------- ------- -------
Net Asset Value,
  End of period        $10.67      $11.07   $10.04  $11.30  $10.91  $10.96
                       ========    ======= ======= ======= ======= =======

TOTAL RETURN            1.41%      19.03%  (1.63%)  11.94%   7.65%   17.89%
    
RATIOS/SUPPLEMENTAL
 DATA:
Ratio of Expenses to
 Average Net Assets    .60%<F1>    .65%      .68%     .66%    .69%    .73%

Ratio of Net
 Investment Income
 to Average Net Assets 7.26%<F1>   7.43%    7.21%    6.65%   7.59%   8.27%
    
Portfolio Turnover
  Rate                 201.20%<F1> 111.01%  70.27% 137.46%  40.91%  39.82%

Net Assets,
End of Year (000's)     $79,965    $73,568 $55,929 $54,128 $38,557 $31,009


<FN>
<F1>  These ratios are annualized.

</FN>

</TABLE>

<PAGE>
  
                                   Carillon Fund, Inc.
                         NOTES TO FINANCIAL STATEMENTS

Note 5 - FINANCIAL HIGHLIGHTS

Computed on the basis of a share of capital stock 
outstanding throughout the period.
<TABLE>
<CAPTION>
                       S & P 500 INDEX PORTFOLIO


                                          Six Months Ended 
                                          June 30, 1996<F1>
                                          -----------------
                                            (Unaudited)
<S>                                       <C>
Net Asset Value,
  Beginning of Year                       $  10.00
                                          --------
Investment Activities:
  Net investment income                        .15
  Net realized and unrealized                  .92
    gains / (losses)

Total from Investment Operations              1.07
                                          --------

Distributions:
  Net investment income                       (.09)
  Net realized gains                           .--
                                          --------
Total Distributions                           (.09)
                                          --------
Net Asset Value,
  End of Period                           $  10.98
                                          ========

TOTAL RETURN, NOT ANNUALIZED                 10.72%

RATIOS/SUPPLEMENTAL DATA:
Ratio of Net Expenses to
  Average Net Assets                           .60%<F2>

Ratio of Net Investment
  Income to Average Net Assets                1.60%<F2>

Portfolio Turnover Rate                        .79%<F2>

Average Commission Rate Paid              $    .0602

Net Assets, End of Year (000's)           $  15,009
        
<FN>
<F1>   The portfolio commenced operation on December 29, 1995.  The financial
highlights table for the period ending December 31, 1995 is not presented
because the activity for the period did not round to $0.01 in any category of
the reconciliation of beginning to ending net asset value per share.  The
ratios and total return were all less than 0.1%. The net assets at December
31, 1995 were $305,148.

<F2> The ratios of net expenses to average net assets would have increased
and net investment income to average net assets would have decreased by 0.46%
for the six months ended June 30, 1996, had the Adviser not waived its fee
and reimbursed other expenses.  These ratios are annualized.
</FN>
</TABLE>

  
<PAGE>
   
Carillon Fund, Inc.
SEMIANNUAL REPORT

DIRECTORS AND OFFICERS
- -------------------------------------------------

George M. Callard, M.D., Director
George L. Clucas, Director, President and Chief Executive
Officer
Theodore H. Emmerich, Director
James M. Ewell, Director
Richard H. Finan, Director
Jean Patrice Harrington, S.C., Director
John H. Jacobs, Director
Charles W. McMahon, Director
Harry Rossi, Director
Stephen R. Hatcher, Senior Vice President
John F. Labmeier, Vice President and Secretary
Thomas G. Knipper, Controller
Joseph A. Tucker, Treasurer
John M. Lucas, Assistant Secretary


INVESTMENT ADVISER  
Carillon Advisers, Inc.

DISTRIBUTOR
Carillon Investments, Inc.

CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT
Firstar Trust Company

INDEPENDENT AUDITORS
Deloitte & Touche LLP
Dayton, Ohio




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