C/FUNDS GROUP, INC.
P.O. Box 622
Venice, FL 34284-0622
(941) 488-6772
FILED VIA EDGAR
February 20, 1997
Securities & Exchange Commission
Filing Desk
450 5th Street NW
Washington, DC 20549
RULE 24F-2 NOTICE FOR C/FUNDS GROUP, INC.
RE: File #2-96218d under 1933 Act re registration of C/FUNDS GROUP, INC.
File #811-4246 under 1940 Act re registration of C/FUNDS GROUP, INC.
In conformance with registration requirements under the above acts and in
compliance with Rule 24(f)2, under which registrant has elected to register an
unlimited number of shares, C/FUNDS GROUP, INC., hereby submits the following
for the fiscal year ending 12/31/96:
Total Number of Shares Issued and Outstanding at 12/31/96 1,427,090
Increase (Decerase) in Number of Shares Outstanding
During Year Fiscal Year 1996 207,471 1
Registration Fee Due and Payable on Shares Issued During Period: $827.89
1 For the period January 1, 1996 thru December 31, 1996, shares sold to
acquiring shareholders totaled 693,033 for a total consideration paid of
$7,562,106. For the same period shares redeemed from selling shareholders
totaled 485,562 shares for a total consideration of $5,161,216 leaving a net
of 207,471 shares sold to acquiring shareholders at a total consideration of
$2,400,890.
Payment of the above fee in the amount was wired via FEDWIRE. Attached is the
copy of the attorney's opinion concerning the legality of shares issued is en-
closed. Please advise if the SEC has any comments or any other requirements
that must be met to keep its registration current with the SEC.
Respectfully,
Roland G. Caldwell, Jr.
Secretary/Treasurer
Encls
rgc/dw/jr
