C FUNDS GROUP INC
40-17F2, 2000-04-18
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                    UNITED STATES
         SECURITIES AND EXCHANGE COMMISSION
               Washington, D.C. 20549

                    FORM N-17f-2

 Certificate of Accounting of Securities and Similar
            Investments in the Custody of
           Management Investment Companies

      Pursuant to Rule 17f-2 [17 CFR 270.17f-2]

                                                  OMB APPROVAL
                                            OMB Number:       3235-0360
                                            Estimated average burden
                                            hours per response.... 0.05


1.  Investment Company Act File Number:      Date examination completed:
    811-  04246                              December 31, 1999

2.  State Identification Number:
    AL          AK          AZ          AR          CA          CO
    CT          DE          DC          FL X        GA          HI
    ID          IL          IN          IA          KS          KY
    LA          ME          MD          MA          MI          MN
    MS          MO          MT          NE          NV          NH
    NJ          NM          NY          NC          ND          OH
    OK          OR          PA          RI          SC          SD
    TN          TX          UT          VT          VA          WA
    WV          WI          WY          PUERTO RICO
    Other (specify):

3.  Exact Name of investment company as specified in registration
    statement:
    C/Funds Group, Inc.

4.  Address of principal executive office (number, street, city, state,
    zip code):
    250 Tampa Avenue West, Venice, FL  34285

INSTRUCTIONS:

This  Form must be completed by investment companies that have  custody
of securities or similar investments.

Investment Company

1.  All items must be completed by the investment company.

2.  Give  this  Form  to  the independent public accountant   who,  in
    compliance  with Rule 17f-2 under the Act and applicable  state  law,
    examines  securities and similar investments in the  custody  of  the
    investment company.

Accountant

3.  Submit  this  Form to the Securities and Exchange Commission  and
    appropriate state securities administrators when filing the certificate
    of accounting required by Rule 17f-2 under the Act and applicable state
    law.  File the original and one copy with the Securities and Exchange
    Commission's principal office in Washington, D.C., one copy with  the
    regional  office  for  the region in which the  investment  company's
    principal  business operations are conducted, and one copy  with  the
    appropriate state administrator(s), if applicable.

     THIS FORM MUST BE GIVEN TO YOUR INDEPENDENT PUBLIC ACCOUNTANT







C/Funds Group, Inc.
P. O. Box 622
Venice, FL 34284-0622




             MANAGEMENT STATEMENT REGARDING COMPLIANCE
                   WITH CERTAIN PROVISIONS OF
               THE INVESTMENT COMPANY ACT OF 1940




We,  as  members  of  management  of  C/FUNDS  Group,  Inc.  (the
"Company"),  are responsible for complying with the  requirements
of subsections (b) and (c) of Rule 17f-2, "Custody of Investments
by Registered Management Investment Companies," of the Investment
Company  Act  of 1940.  We are also responsible for  establishing
and  maintaining effective internal controls over compliance with
those  requirements.   We have performed  an  evaluation  of  the
Company's compliance with the requirements of subsections (b) and
(c)  of Rule 17f-2 as of December 31, 1999 and from December  15,
1999 through December 31, 1999.

Based  on  this  evaluation, we assert that the  Company  was  in
compliance  with the requirement of subsections (b)  and  (c)  of
Rule  17f-2 of the Investment Company Act of 1940 as of  December
31,  1999  and from December 15, 1999 through December  31,  1999
with respect to securities reflected in the investment account of
the Company.

C/FUNDS Group, Inc.




Roland G. Caldwell, Jr.
President







Gregory, Sharer & Stuart
100 Second Avenue South, Suite 600
St. Petersburg, Florida 33701-4336
727/821-6161
FAX 727/822-4573




                      REPORT OF INDEPENDENT
                  CERTIFIED PUBLIC ACCOUNTANTS





To the Board of Directors
C/FUNDS Group, Inc.

We  have  examined  management's assertion about  C/FUNDS  Group,
Inc.'s  (the  Company's)  compliance  with  the  requirements  of
subsections  (b)  and  (c)  of Rule 17f-2  under  the  Investment
Company Act of 1940 (the Act) as of December 31, 1999 included in
the  accompanying Management Statement Regarding Compliance  with
Certain  Provisions  of  the  Investment  Company  Act  of  1940.
Management is responsible for the Company's compliance with those
requirements.   Our responsibility is to express  an  opinion  on
management's  assertion about the Company's compliance  based  on
our examination.

Our examination was made in accordance with standards established
by  the  American  Institute of Certified  Public  Accounts  and,
accordingly, included examining, on a test basis, evidence  about
the  Company's compliance with those requirements and  performing
such   other  procedures  as  we  considered  necessary  in   the
circumstances. Included among our procedures were  the  following
tests  performed  as of December 31, 1999, and  with  respect  to
agreement  of security purchases and sales, for the  period  from
December 15, 1999 through December 31, 1999:

  -  Confirmation of all securities held by institutions in  book
     entry form, including the  Federal Reserve  Bank of  Atlanta
     and the Depository Trust Company;
  -  Reconciliation  of  all  such securities to  the  books  and
     records of the Company and the custodian; and
  -  Agreement of two security sales or maturities since our last
     report  from the books and records of the Company to  broker
     confirmations.

We  believe that our examination provides a reasonable basis  for
our   opinion.   Our  examination  does  not  provide   a   legal
determination   on  the  Company's  compliance   with   specified
requirements.

In  our opinion, management's assertion that C/FUNDS Group,  Inc.
was  in  compliance with the requirements of subsections (b)  and
(c)  of  Rule 17f-2 of the Investment Company Act of 1940  as  of
December  31,  1999 with respect to securities reflected  in  the
investment  account  of  the Company  is  fairly  stated  in  all
material respects.

This report is intended solely for the information and use of the
management of C/FUNDS Group, Inc. and the Securities and Exchange
Commission and should not be used for any other purpose.

GREGORY, SHARER & STUART




St. Petersburg, Florida
January 28, 2000










                    UNITED STATES
         SECURITIES AND EXCHANGE COMMISSION
               Washington, D.C. 20549

                    FORM N-17f-2

 Certificate of Accounting of Securities and Similar
            Investments in the Custody of
           Management Investment Companies

      Pursuant to Rule 17f-2 [17 CFR 270.17f-2]

                                                  OMB APPROVAL
                                            OMB Number:       3235-0360
                                            Estimated average burden
                                            hours per response.... 0.05


1.  Investment Company Act File Number:      Date examination completed:
    811-  04246                              December 14, 1999

2.  State Identification Number:
    AL          AK          AZ          AR          CA          CO
    CT          DE          DC          FL X        GA          HI
    ID          IL          IN          IA          KS          KY
    LA          ME          MD          MA          MI          MN
    MS          MO          MT          NE          NV          NH
    NJ          NM          NY          NC          ND          OH
    OK          OR          PA          RI          SC          SD
    TN          TX          UT          VT          VA          WA
    WV          WI          WY          PUERTO RICO
    Other (specify):

3.  Exact Name of investment company as specified in registration
    statement:
    C/Funds Group, Inc.

4.  Address of principal executive office (number, street, city, state,
    zip code):
    250 Tampa Avenue West, Venice, FL  34285

INSTRUCTIONS:

This  Form must be completed by investment companies that have  custody
of securities or similar investments.

Investment Company

1.  All items must be completed by the investment company.

2.  Give  this  Form  to  the independent public accountant   who,  in
    compliance  with Rule 17f-2 under the Act and applicable  state  law,
    examines  securities and similar investments in the  custody  of  the
    investment company.

Accountant

3.  Submit  this  Form to the Securities and Exchange Commission  and
    appropriate state securities administrators when filing the certificate
    of accounting required by Rule 17f-2 under the Act and applicable state
    law.  File the original and one copy with the Securities and Exchange
    Commission's principal office in Washington, D.C., one copy with  the
    regional  office  for  the region in which the  investment  company's
    principal  business operations are conducted, and one copy  with  the
    appropriate state administrator(s), if applicable.

     THIS FORM MUST BE GIVEN TO YOUR INDEPENDENT PUBLIC ACCOUNTANT







C/Funds Group, Inc.
P. O. Box 622
Venice, FL 34284-0622




            MANAGEMENT STATEMENT REGARDING COMPLIANCE
                   WITH CERTAIN PROVISIONS OF
               THE INVESTMENT COMPANY ACT OF 1940




We,  as  members  of  management  of  C/FUNDS  Group,  Inc.  (the
"Company"),  are responsible for complying with the  requirements
of subsections (b) and (c) of Rule 17f-2, "Custody of Investments
by Registered Management Investment Companies," of the Investment
Company  Act  of 1940.  We are also responsible for  establishing
and  maintaining effective internal controls over compliance with
those  requirements.   We have performed  an  evaluation  of  the
Company's compliance with the requirements of subsections (b) and
(c)  of Rule 17f-2 as of December 14, 1999 and from July 1,  1999
through December 14, 1999.

Based  on  this  evaluation, we assert that the  Company  was  in
compliance  with the requirement of subsections (b)  and  (c)  of
Rule  17f-2 of the Investment Company Act of 1940 as of  December
14,  1999  and from July 1, 1999 through December 14,  1999  with
respect to securities reflected in the investment account of  the
Company.

C/FUNDS Group, Inc.




Roland G. Caldwell, Jr.
President







Gregory, Sharer & Stuart
100 Second Avenue South, Suite 600
St. Petersburg, Florida 33701-4336
727/821-6161
FAX 727/822-4573




                      REPORT OF INDEPENDENT
                  CERTIFIED PUBLIC ACCOUNTANTS





To the Board of Directors
C/FUNDS Group, Inc.

We  have  examined  management's assertion about  C/FUNDS  Group,
Inc.'s  (the  Company's)  compliance  with  the  requirements  of
subsections  (b)  and  (c)  of Rule 17f-2  under  the  Investment
Company Act of 1940 (the Act) as of December 14, 1999 included in
the  accompanying Management Statement Regarding Compliance  with
Certain  Provisions  of  the  Investment  Company  Act  of  1940.
Management is responsible for the Company's compliance with those
requirements.   Our responsibility is to express  an  opinion  on
management's  assertion about the Company's compliance  based  on
our examination.

Our examination was made in accordance with standards established
by  the  American  Institute of Certified  Public  Accounts  and,
accordingly, included examining, on a test basis, evidence  about
the  Company's compliance with those requirements and  performing
such   other  procedures  as  we  considered  necessary  in   the
circumstances. Included among our procedures were  the  following
tests  performed  as of December 14, 1999, and  with  respect  to
agreement  of security purchases and sales, for the  period  from
July 1, 1999 through December 14, 1999:

  -  Confirmation of all securities held by institutions  in book
     entry form, including the Federal  Reserve  Bank of  Atlanta
     and the Depository Trust Company;
  -  Reconciliation  of  all  such securities to  the  books  and
     records of the Company and the custodian; and
  -  Agreement of 7 security purchases  and  11 security sales or
     maturities since our last report from the books and records
     of the Company to broker confirmations.

We  believe that our examination provides a reasonable basis  for
our   opinion.   Our  examination  does  not  provide   a   legal
determination   on  the  Company's  compliance   with   specified
requirements.

In  our opinion, management's assertion that C/FUNDS Group,  Inc.
was  in  compliance with the requirements of subsections (b)  and
(c)  of  Rule 17f-2 of the Investment Company Act of 1940  as  of
December  14,  1999 with respect to securities reflected  in  the
investment  account  of  the Company  is  fairly  stated  in  all
material respects.

This report is intended solely for the information and use of the
management of C/FUNDS Group, Inc. and the Securities and Exchange
Commission and should not be used for any other purpose.

GREGORY, SHARER & STUART




St. Petersburg, Florida
January 13, 2000










                    UNITED STATES
         SECURITIES AND EXCHANGE COMMISSION
               Washington, D.C. 20549

                    FORM N-17f-2

 Certificate of Accounting of Securities and Similar
            Investments in the Custody of
           Management Investment Companies

      Pursuant to Rule 17f-2 [17 CFR 270.17f-2]

                                                  OMB APPROVAL
                                            OMB Number:       3235-0360
                                            Estimated average burden
                                            hours per response.... 0.05


1.  Investment Company Act File Number:      Date examination completed:
    811-  04246                              June 30, 1999

2.  State Identification Number:
    AL          AK          AZ          AR          CA          CO
    CT          DE          DC          FL X        GA          HI
    ID          IL          IN          IA          KS          KY
    LA          ME          MD          MA          MI          MN
    MS          MO          MT          NE          NV          NH
    NJ          NM          NY          NC          ND          OH
    OK          OR          PA          RI          SC          SD
    TN          TX          UT          VT          VA          WA
    WV          WI          WY          PUERTO RICO
    Other (specify):

3.  Exact Name of investment company as specified in registration
    statement:
    C/Funds Group, Inc.

4.  Address of principal executive office (number, street, city, state,
    zip code):
    250 Tampa Avenue West, Venice, FL  34285

INSTRUCTIONS:

This  Form must be completed by investment companies that have  custody
of securities or similar investments.

Investment Company

1.  All items must be completed by the investment company.

2.  Give  this  Form  to  the independent public accountant   who,  in
    compliance  with Rule 17f-2 under the Act and applicable  state  law,
    examines  securities and similar investments in the  custody  of  the
    investment company.

Accountant

3.  Submit  this  Form to the Securities and Exchange Commission  and
    appropriate state securities administrators when filing the certificate
    of accounting required by Rule 17f-2 under the Act and applicable state
    law.  File the original and one copy with the Securities and Exchange
    Commission's principal office in Washington, D.C., one copy with  the
    regional  office  for  the region in which the  investment  company's
    principal  business operations are conducted, and one copy  with  the
    appropriate state administrator(s), if applicable.

     THIS FORM MUST BE GIVEN TO YOUR INDEPENDENT PUBLIC ACCOUNTANT







C/Funds Group, Inc.
P. O. Box 622
Venice, FL 34284-0622




            MANAGEMENT STATEMENT REGARDING COMPLIANCE
                   WITH CERTAIN PROVISIONS OF
               THE INVESTMENT COMPANY ACT OF 1940




We,  as  members  of  management  of  C/FUNDS  Group,  Inc.  (the
"Company"),  are responsible for complying with the  requirements
of subsections (b) and (c) of Rule 17f-2, "Custody of Investments
by Registered Management Investment Companies," of the Investment
Company  Act  of 1940.  We are also responsible for  establishing
and  maintaining effective internal controls over compliance with
those  requirements.   We have performed  an  evaluation  of  the
Company's compliance with the requirements of subsections (b) and
(c)  of  Rule 17f-2 as of June 30, 1999 and from January 1,  1999
through June 30, 1999.

Based  on  this  evaluation, we assert that the  Company  was  in
compliance  with the requirement of subsections (b)  and  (c)  of
Rule  17f-2 of the Investment Company Act of 1940 as of June  30,
1999  and from January 1, 1999 through June 30, 1999 with respect
to securities reflected in the investment account of the Company.

C/FUNDS Group, Inc.




Roland G. Caldwell, Jr.
President







Gregory, Sharer & Stuart
100 Second Avenue South, Suite 600
St. Petersburg, Florida 33701-4336
727/821-6161
FAX 727/822-4573




                      REPORT OF INDEPENDENT
                  CERTIFIED PUBLIC ACCOUNTANTS





To the Board of Directors
C/FUNDS Group, Inc.

We  have  examined  management's assertion about  C/FUNDS  Group,
Inc.'s  (the  Company's)  compliance  with  the  requirements  of
subsections  (b)  and  (c)  of Rule 17f-2  under  the  Investment
Company Act of 1940 (the Act) as of June 30, 1999 included in the
accompanying  Management  Statement  Regarding  Compliance   with
Certain  Provisions  of  the  Investment  Company  Act  of  1940.
Management is responsible for the Company's compliance with those
requirements.   Our responsibility is to express  an  opinion  on
management's  assertion about the Company's compliance  based  on
our examination.

Our examination was made in accordance with standards established
by  the  American  Institute of Certified  Public  Accounts  and,
accordingly, included examining, on a test basis, evidence  about
the  Company's compliance with those requirements and  performing
such   other  procedures  as  we  considered  necessary  in   the
circumstances. Included among our procedures were  the  following
tests  performed  as  of  June 30,  1999,  and  with  respect  to
agreement  of security purchases and sales, for the  period  from
January 1, 1999 through June 30, 1999:

  -  Confirmation of all  securities held  by institutions in book
     entry form, including the Federal Reserve Bank of Atlanta and
     the Depository Trust Company;
  -  Reconciliation  of  all  such  securities to  the  books  and
     records of the Company and the custodian; and
  -  Agreement of 8 security purchases  and  12 security  sales or
     maturities since our last report from  the books and  records
     of the Company to broker confirmations.

We  believe that our examination provides a reasonable basis  for
our   opinion.   Our  examination  does  not  provide   a   legal
determination   on  the  Company's  compliance   with   specified
requirements.

In  our opinion, management's assertion that C/FUNDS Group,  Inc.
was  in  compliance with the requirements of subsections (b)  and
(c)  of  Rule 17f-2 of the Investment Company Act of 1940  as  of
June  30,  1999  with  respect  to securities  reflected  in  the
investment  account  of  the Company  is  fairly  stated  in  all
material respects.

This report is intended solely for the information and use of the
management of C/FUNDS Group, Inc. and the Securities and Exchange
Commission and should not be used for any other purpose.

GREGORY, SHARER & STUART




St. Petersburg, Florida
August 16, 1999











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