UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form
Please print or type.
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1. Name and Address of Issuer:
Carillon Account
1876 Waycross Road
Cincinnati, OH 45240
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2. Name of each series or class of funds for which this notice
is filed (if the form is being filed for all series and classes
of securities of the issuer, check the box but do not list series
or classes):
/ X /
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3. Investment Company Act File Number: 811-04063
Securities Act File Number: 2-92146
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4(a). Last day of fiscal year for which this notice if filed:
December 31, 1998
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4(b). /__/ Check box if this notice is being filed late (i.e.
more than 90 calendar days after the end of the issuer's fiscal
year). (See instruction A.1)
N/A
Note: If the Form is being filed late, interest must be paid on
the registration fee due.
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4(c). /__/ Check box if this is the last time the issuer will be
filing this form.
N/A
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5. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year pursuant
to section 24(f):
$68,689,650
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(ii) Aggregate price of securities
redeemed or repurchased during the
fiscal year: $24,209,283
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(iii) Aggregate price of securities
redeemed or repurchased during any
prior fiscal year ending no earlier
than October 11, 1995 that were not
previously used to reduce registration
fees payable to the Commission:
$ -0-
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(iv) Total available redemption
credits [add items 5(ii) and 5(iii)]: $24,209,283
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(v) Net sales - if item 5(i) is
greater than item 5(iv)
[subtract item 5(iv) from item 5(i)] $44,480,367
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(vi) Redemption credits available
for use in future years - if item
5(i) is less than item 5(iv)
[subtract item 5(iv) from item 5(i)]:
$ -0-
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(vii) Multiplier for determining
registration fee (See Instruction C.9):
x .000278
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(viii) Registration fee due
[multiply item 5(v) by item
5(vii)] (enter "0" if no fee is due):
=$12,365.54
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6. Prepaid Shares N/A
If the response to item 5(i) was determined by deducting an
amount of securities that were registered under the Securities
Act of 1933 pursuant to rule 24e-2 as in effect before [effective
date of rescission of rule 24e-2], then report the amount of
securities (number of shares or other units) deducted here: ____
If there is a number of shares or other units that were
registered pursuant to rule 24e-2 remaining unsold at the end of
the fiscal year for which this form is filed that are available
for use by the issuer in future fiscal years, then state that
number here: ____
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7. Interest due - if this Form is being filed more
than 90 days after the end of the issuer's fiscal
year (see Instruction D): N/A
+$ -0-
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8. Total of the amount of the registration fee
due plus any interest due [line 5(viii) plus line 7]:
=$12,365.54
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9. Date the registration fee and any interest payment was sent
to the Commission's lockbox depository:
CIK0000749330
Method of Delivery:
/X / Wire Transfer 3/30/99
___
/ / Mail or other means
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SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title)* /s/ John F. Labmeier
--------------------------------
John F. Labmeier
Second Vice President
Date: 3/30/99
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*Please print the name and title of the signing officer below the
signature.
