CORNERCAP GROUP OF FUNDS /VA/
N-30D, 1996-06-06
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                              CORNERCAP GROWTH FUND

                          ANNUAL REPORT TO SHAREHOLDERS





                                   A Series of
                            CornerCap Group of Funds
                          A "Series" Investment Company





                            FOR THE FISCAL YEAR ENDED
                                 MARCH 31, 1996




<PAGE>



                            CORNERCAP GROUP OF FUNDS




100 Northcreek, Suite 250                                119B Reynolda Village
Atlanta, GA  30327                                    Winston-Salem, NC  27106
(800) 728-0670                                                  (800) 728-2522
- -------------------------------------------------------------------------------


                              CornerCap Growth Fund
                      Manager's Report to the Shareholders
                        for the year ended March 31, 1996



Dear Shareholder:

         As of our March 31, 1996  fiscal  year end,  the Fund's net asset value
was $9.81 per share.  Cornerstone Capital has been managing the CornerCap Growth
Fund for 3.5 years.  The Fund has  appreciated  significantly  and has attracted
substantial new  contributions  over this period.  Your Board and the investment
advisor appreciate the support of all of the Fund's shareholders.

         One unique  characteristic  of the  CornerCap  Growth Fund is that most
shareholders know someone at Cornerstone  Capital. It is unusual for an investor
to know and be able to talk with someone at the  investment  advisory  firm when
they have a concern.  We believe  this will result in a more stable  fund.  This
stability should result in less volatility and lower  transaction  costs,  which
would facilitate continuing the Fund's long term growth.

         The objective of the Fund is to be  approximately  fully  invested in a
diversified  portfolio of small to intermediate  size common stocks.  We talk to
most  shareholders  before they make a  contribution  to the Fund, and we try to
insure that their objectives are consistent with those of the Fund.  Attached is
the Annual Report prepared by the Fund's auditors, Tait, Weller & Baker. As part
of the financial  statements,  you will find a list of the portfolio holdings as
of March 31, 1996, grouped by industry classification.

         The  Fund has  performed  exceptionally  well in 1996.  With a value of
$10.59 as of May 24, 1996, the Fund has realized a year-to-date return of 15.7%.
For the year ending March 31, 1996,  the Fund  returned  14.7%,  and for the 3.5
year  period  the  Fund is up  44.4%,  or  12.0%  annualized.  Another  positive
characteristic  about the Fund's performance is that it has been very smooth and
consistently  positive,  while the overall market has  experienced  rather large
swings.  We hope that the Fund will  continue to have  returns that are positive
and less  volatile  than the market,  but since we are focused  primarily on the
smaller  capitalization  sector of the market, this is not something that should
be planned on by our shareholders.

         In  addition   to  working  to  deliver   good   performance   for  our
shareholders,  we are also  trying to improve  the Fund in other  ways.  We have
lowered  the  expense  ratio of the Fund,  and hope to  continue to move in that
direction as we work to grow the Fund's  assets.  We also continue to have a tax
loss  carryforward  that  we  will be  using  to  defer  our  shareholder's  tax
obligations.

         We are also  planning to add  another  fund to the  CornerCap  Group of
Funds. This new fund will have a "balanced" investment objective -- a portion of
the fund will be  invested  in larger  capitalization  stocks  and a portion  in
conservative,  fixed  income  securities.  This will  result in three funds with
uniquely  different  objectives  that  we can  offer  to our  shareholders:  The
CornerCap Growth Fund, the new balanced-objective  fund, and a bond fund that we
offer through Federated Investors.  These mutual funds allow Cornerstone Capital
to serve  investors  who do not have the $500,000  minimum  account size that is
required for our separate account clients.

         Thank you for your  investment  in the CornerCap  Growth Fund,  and for
your continued support of your investment  advisor,  Cornerstone  Capital. If we
can be of service to you or someone  you know,  please do not  hesitate  to call
someone in one of our offices in Atlanta and North Carolina.

Cornerstone Capital Corp.
May 28, 1996


<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



To the Shareholders and Board of Trustees
CornerCap Growth Fund
Atlanta, Georgia


We have  audited  the  accompanying  statement  of  assets  and  liabilities  of
CornerCap Growth Fund,  including the portfolio of investments,  as of March 31,
1996,  and the related  statement  of  operations  for the year then ended,  the
statement  of changes in net assets for each of the two years in the period then
ended,  and the  financial  highlights  for each of the five years in the period
then ended.  These financial  statements are the  responsibility  of the Trust's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements. Our procedures included confirmation of securities owned as of March
31, 1996,  by  correspondence  with the  custodian  and  brokers.  An audit also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above  present  fairly,  in all material  respects,  the  financial  position of
CornerCap  Growth Fund as of March 31, 1996,  the results of its  operations for
the year then ended,  the changes in its net assets for each of the two years in
the period then ended,  and the financial  highlights for each of the five years
in the period  then  ended in  conformity  with  generally  accepted  accounting
principles.



Philadelphia, Pennsylvania
April 19, 1996


<PAGE>


CORNERCAP GROWTH FUND

PORTFOLIO OF INVESTMENTS

March 31, 1996
- -------------------------------------------------------------------------------


                                                                      Value
 Shares                                                            (Note 1-A)
                    COMMON STOCKS - 98.04%

                 Aerospace/Defense - 2.17%
   14,550           GenCorp.                                      $    181,875
                                                                  ------------

                 Auto Parts - Glass - 3.30%
   12,700           Apogee Enterprises                                 276,225
                                                                  ------------

                 Building Materials - 4.76%
   10,700           Southdown, Inc.                                    252,788
    5,450           International Aluminum Corp.                       145,787
                                                                  ------------
                                                                       398,575

                 Specialty Chemicals - 2.46%
    9,350           Furon Company                                      205,700
                                                                  ------------

                 Computer Software & Service - 2.07%
   10,050           BancTec, Inc. *                                    173,362
                                                                  ------------

                 Diversified Companies - 5.00%
    6,700           Sequa Corp., Class A                               228,637
    5,000           Sprint Corp.                                       190,000
                                                                  ------------
                                                                       418,637

                 Engine Parts - 2.80%
   13,000           SPX Corp.                                          234,000
                                                                  ------------

                 Financial Services - 2.88%
   13,500           California Federal Bank *                          241,313
                                                                  ------------

                 Food Processing & Products - 2.78%
   23,800           Morningstar Group                                  232,421
                                                                  ------------

                 Franchise - 3.31%
   30,800           NPC International                                  277,200
                                                                  ------------

                 Furniture/Home Furnishings - 2.74%
   21,100           Culp, Inc.                                         229,462
                                                                  ------------

                 Home Building - 2.23%
   11,600           Ryland Group, Inc.                                 187,050
                                                                  ------------

                 Insurance - Diversified - 5.24%
    5,650           American Bankers Insurance Group                   199,163
    8,950           Washington National Corp.                          239,412
                                                                  ------------
                                                                       438,575




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

<PAGE>


CORNERCAP GROWTH FUND

PORTFOLIO OF INVESTMENTS - (Continued)

March 31, 1996
- -------------------------------------------------------------------------------



                                                                       Value
 Shares                                                             (Note 1-A)

                 Insurance - Life - 2.37%
    4,450           Providian Corp.                                    198,581
                                                                  ------------

                 Insurance - Property & Casualty - 5.03%
   18,742           Gainsco, Inc.                                      208,505
    4,700           Orion Capital Corp.                                212,675
                                                                  ------------
                                                                       421,180

                 Integrated Steel Producer - 2.28%
    7,700           Inland Steel Industries                            190,575
                                                                  ------------

                 Machinery - Diversified - 4.08%
   17,400           Huffy Corp.                                        184,875
    5,200           Standex International                              156,650
                                                                  ------------
                                                                       341,525

                 Manufacturer - Industrial - 2.94%
    6,100           Crane Co.                                          246,288
                                                                  ------------

                 Manufacturer - Recreational Vehicles - 3.01%
    9,600           Coachmen Industries                                252,000
                                                                  ------------

                 Manufacturing - 2.22%
   15,050           Sealright Co.                                      186,244
                                                                  ------------

                 Merchandise - Discount Store - 2.76%
   16,500           Shopko Stores                                      231,000
                                                                  ------------

                 Metal Fabricating & Fasteners - 2.27%
   11,600           Handy & Harman                                     189,950
                                                                  ------------

                 Mineral Resources - 2.80%
    8,300           Cyprus Amax Minerals                               234,475
                                                                  ------------

                 Petroleum Products - 2.90%
    8,400           Ultramar Corp.                                     242,550
                                                                  ------------

                 Retail - Hair Care Appliances - 2.66%
    9,900           Helen of Troy Ltd.                                 222,750
                                                                  ------------

                 Scientific Equipment - 2.46%
    9,200           EG&G, Inc.                                         205,850
                                                                  ------------

                 Securities Brokerage - 2.35%
    5,250           Salomon, Inc.                                      196,875
                                                                  ------------



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

<PAGE>


CORNERCAP GROWTH FUND

PORTFOLIO OF INVESTMENTS - (Continued)

March 31, 1996
- -------------------------------------------------------------------------------


                                                                        Value
 Shares                                                              (Note 1-A)

                 Shipping - 2.73%
   28,550           OMI Corp.                                          228,400
                                                                  ------------

                 Telecommunications - Foreign - 2.53%
    4,450           Telefonica de Espana Sponsored ADR                 211,375
                                                                  ------------

                 Textiles - Apparel - 3.81%
    9,050           Kellwood Co.                                       140,275
   38,600           Tultex Corporation                                 178,525
                                                                  ------------
                                                                       318,800

                 Textiles - Manufacture/Recycles - 2.25%
    8,000           Wellman, Inc.                                      188,000
                                                                  ------------

                 Tobacco - 4.85%
    5,650           UST Inc.                                           180,094
    9,000           Universal Corp.                                    226,125
                                                                  ------------
                                                                       406,219
                                                                  ------------
                    Total Common Stocks (Cost $7,108,756)            8,207,032



Principal
Amount              SHORT-TERM INVESTMENTS - 1.87%
- -------             ------------------------------

$157,006         Wachovia Bank Short-Term Authorized Demand Notes
                    (Cost $156,943)                                    156,943
                                                                  ------------



 Total Investments (Cost $7,265,699)(a)              99.91%          8,363,975
 Other Assets in Excess of Liabilities - Net           .09               7,274
                                                  --------        ------------

  Net Assets                                        100.00%       $  8,371,249
                                                  ========        ============



 *  Non-Income Producing Security

(a)   Aggregate cost for federal income tax purposes is $7,265,699. At March 31,
      1996,  unrealized  appreciation  (depreciation)  of securities for federal
      income tax purposes is as follows:

      Unrealized appreciation                                     $  1,329,917
      Unrealized depreciation                                         (231,641)
                                                                  ------------

      Net unrealized appreciation                                 $  1,098,276
                                                                  ============




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

See accompanying notes to financial statements

<PAGE>


CORNERCAP GROWTH FUND

STATEMENT OF ASSETS AND LIABILITIES

March 31, 1996
- -------------------------------------------------------------------------------


ASSETS
    Investments at market value, 
      (Identified cost $7,265,699) (Note 1-A)                    $  8,363,975
    Cash                                                                  350
    Dividends receivable                                                6,609
    Other assets                                                        7,214
                                                                 ------------
          Total assets                                              8,378,148


LIABILITIES
    Payable for capital stock redeemed                                  1,962
    Accrued expenses                                                    4,937
                                                                 ------------
          Total liabilities                                             6,899
                                                                 ============


NET ASSETS
    (Applicable to 853,467 shares outstanding,
      $.01 par value, unlimited shares authorized)               $  8,371,249
                                                                 ============


NET ASSET VALUE AND REPURCHASE PRICE PER SHARE
   ($8,371,249 / 853,467 shares)                                       $ 9.81
                                                                       ======


NET ASSETS
   At March 31, 1996, net assets consisted of:
      Paid-in capital                                            $  8,040,926
      Accumulated net investment income                                15,121
      Accumulated net realized losses on investments                 (783,074)
      Unrealized appreciation of investments                        1,098,276
                                                                 ------------
                                                                 $  8,371,249
                                                                 ============ 




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

See accompanying notes to financial statements

<PAGE>


CORNERCAP GROWTH FUND

STATEMENT OF OPERATIONS

Year ended March 31, 1996
- -------------------------------------------------------------------------------


INVESTMENT INCOME
   Income
      Interest                                                   $     17,080
      Dividends                                                       165,195
                                                                 ------------
         Total investment income                                      182,275

   Expenses
      Fund accounting fees                                             18,950
      Advisory fee (Note 2)                                            81,373
      Professional fees                                                18,903
      Custodian fees                                                    7,557
      Transfer agent fees                                              16,842
      Administration fees                                              13,787
      Shareholder servicing costs                                       3,813
      Registration fees                                                16,661
      Insurance                                                         1,716
      Trustees fees                                                     6,838
      Miscellaneous                                                     4,801
                                                                 ------------
      Total expenses                                                  191,241
      Less expenses waived and reimbursed (Note 2)                    (49,144)
                                                                 ------------
         Net expenses                                                 142,097
                                                                 ------------
         Net investment income                                         40,178
                                                                 ------------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS
  Net realized gain from security transactions                        201,707
  Increase in unrealized appreciation of investments                  862,129
     Net realized and unrealized gain on investments                1,063,836
                                                                 ------------

     Net increase in net assets resulting from operations        $  1,104,014
                                                                 ============





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

See accompanying notes to financial statements

<PAGE>


CORNERCAP GROWTH FUND

STATEMENT OF CHANGES IN NET ASSETS

Years ended March 31, 1996 and 1995


- -------------------------------------------------------------------------------
<TABLE>




<S>                                                                              <C>                    <C>     
                                                                                       1996                    1995
                                                                                       ----                    ----
INCREASE (DECREASE) IN NET ASSETS FROM
  Operations
   Net investment income                                                         $     40,178           $     37,222
   Net realized gain on investments                                                   201,707                352,197
   Increase in unrealized appreciation of investments                                 862,129                243,324
                                                                                 ------------           ------------
    Net increase in net assets resulting from operations                            1,104,014                632,743

   Distributions to shareholders from
      Net investment income ($.06 and $.02, respectively)                             (51,322)               (13,747)

   Capital share transactions (a)
      Increase in net assets resulting from
         capital share transactions                                                    19,909              2,450,675
                                                                                 ------------           ------------

            Total increase in net assets                                            1,072,601              3,069,671

NET ASSETS
   Beginning of year                                                                7,298,648              4,228,977
                                                                                 ------------           ------------

   End of year
      (including accumulated net investment income of
      $15,121 and $23,475, respectively)                                         $  8,371,249           $  7,298,648
                                                                                 ============           ============


(a) Summary of capital share activity follows:

</TABLE>


<TABLE>


<S>                                         <C>                                     <C>
                                                          1996                                1995
                                            ---------------------------------        ------------------------
                                                Shares            Value              Shares           Value

    Shares sold                                 211,232     $   1,880,260           325,076      $  2,678,184
    Shares reinvested                             5,691            50,656             1,692            13,348
    Shares redeemed                            (210,768)       (1,911,007)          (29,512)         (240,857)
                                               ----------     -------------         ---------      ------------

      Net increase                                  6,155     $      19,909         297,256      $  2,450,675
                                               ==========     =============         =========      ============


</TABLE>


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

See accompanying notes to financial statements


<PAGE>


CORNERCAP GROWTH FUND

FINANCIAL HIGHLIGHTS

(For a share outstanding throughout the year)
- -------------------------------------------------------------------------------

<TABLE>


                                                          Years ended March 31,
                                                          ---------------------

<S>                                                     <C>           <C>        <C>       <C>       <C>               
                                                         1996          1995      1994       1993      1992
                                                         ----          ----      ----       ----      ----
Per Share Operating Performance
   Net asset value,
      beginning of year                                 $  8.61      $  7.69    $  7.58    $  7.60    $  6.45
                                                        -------      -------    -------    -------    -------
   Income from investment operations -
      Net investment income (loss)                          .04          .05        .02        .23       (.08)
      Net realized and unrealized
         gain (loss) on investments                        1.22          .89        .11       (.25)      1.23
                                                        -------      -------    -------    -------    -------
         Total from investment operations                  1.26          .94        .13       (.02)      1.15
                                                        -------      -------    -------    -------    -------
   Less distributions from
      Net investment income                                 .06          .02        .02        -          -
                                                        -------      -------    -------    -------    -------

   Net asset value,
      End of year                                       $  9.81      $  8.61    $  7.69    $  7.58    $  7.60
                                                        =======      =======    =======    =======    =======

Total Return                                              14.64%       12.25%      1.71%      (.26)%    17.83%

RATIOS/SUPPLEMENTAL DATA
   Net assets,
      end of year ($000)                               $  8,371      $  7,299   $  4,229   $  3,042   $  1,084

   Ratios to average net assets
      Expenses                                             1.75%         1.87%      2.00%      2.00%      2.14%
      Net investment income (loss)                          .49%          .70%       .13%       .40%      (.29)%

   Portfolio turnover rate                                40.83%        55.12%     35.58%     83.40%     91.62%


</TABLE>



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

See accompanying notes to financial statements


<PAGE>


CORNERCAP GROWTH FUND

NOTES TO FINANCIAL STATEMENTS

March 31, 1996
- -------------------------------------------------------------------------------


(1)   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      CornerCap  Growth Fund (the "Fund") was  organized on January 6, 1986 as a
      Massachusetts  Business  Trust  and is  registered  under  the  Investment
      Company  Act of  1940  as a  diversified  open-end  management  investment
      company.  Investment  operations commenced on July 17, 1986. The following
      is a summary of significant  accounting  policies  followed by the Fund in
      the  preparation  of  the  financial  statements.   The  policies  are  in
      conformity with generally accepted accounting principles.

      A.    SECURITY VALUATION - Portfolio securities that are listed on 
            national securities exchanges or the NASDAQ National Market System 
            are valued at the last sale price as of 4:15 p.m. Eastern time, or 
            in the absence of recorded sales, at the average of readily 
            available closing bid and asked prices on such exchanges or such 
            System.  Unlisted securities that are not included in such System 
            are valued at the mean of the quoted bid and asked prices in the 
            over-the-counter-market.  Securities and other assets for which 
            market quotations are not readily available are valued at fair 
            value as determined in good faith by the Advisor under procedures 
            established by and under the general supervision and responsibility
            of the Fund's Board of Trustees.  Short-term investments are 
            valued at amortized cost, if their original maturity was 60 days 
            or less, or by amortizing the values as of the 61st day prior to 
            maturity, if their original term to maturity exceeded 60 days.

      B.    SECURITY  TRANSACTIONS,  INVESTMENT  INCOME  AND  OTHER  -  Security
            transactions  are  recorded  on the next  business  date after trade
            date.  Realized  gains  and  losses  on  sales  of  investments  are
            calculated on the identified cost basis. Dividend income is recorded
            on the  ex-dividend  date and  interest  income is  recorded  on the
            accrual basis.


(2)   TRANSACTIONS WITH AFFILIATES

         INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENTS

         The  Fund  has an  investment  advisory  agreement  with  the  Advisor,
         pursuant  to which  the  Advisor  receives  a fee,  computed  daily and
         payable  monthly,  at an annual rate of 1.0% of the  average  daily net
         assets.

         The Advisor provides continuous supervision of the investment portfolio
         and  pays  the  cost  of  compensation  of the  officers  of the  Fund,
         occupancy and certain clerical and administration costs involved in the
         day to day  operations of the Fund.  The Fund bears all other costs and
         expenses.

         Under the investment advisory  agreement,  if the aggregate expenses of
         the  Fund  (including  the fees to the  Advisor  but  excluding  taxes,
         interest,   brokerage  fees  and  commissions,   distribution  fee  and
         extraordinary   expenses)  exceed  the  limitations  imposed  by  state
         securities  administrators,  the  Advisor  will  reduce  its fee by the
         amount of such excess.

         In addition,  the Advisor has undertaken to pay fund expenses in excess
         of 2.0% of average net assets for the Fund's  fiscal year ending  March
         31,  1996.  For the year ended March 31, 1996,  the Advisor  waived the
         Advisory fee of $49,144.



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

<PAGE>

CORNERCAP GROWTH FUND

NOTES TO FINANCIAL STATEMENTS - (Continued)

March 31, 1996
- -------------------------------------------------------------------------------


         DISTRIBUTION AGREEMENT AND PLAN

         The Fund has  adopted a  Distribution  Plan  pursuant to which the Fund
         reimburses the Advisor for marketing  expenses incurred in distributing
         shares of the Fund, primarily the cost of printing sales material. This
         expense is limited to 1/4 of 1% of the Fund's  average net assets.  For
         the year ending March 31, 1996, no such reimbursements were made.


(3)   PURCHASES AND SALES OF SECURITIES

      For the year ended March 31, 1996,  the cost of purchases and the proceeds
      from sales of securities, excluding short-term securities, were $3,210,819
      and $3,310,066, respectively.


(4)   FEDERAL INCOME TAXES

      It is the Fund's policy to meet the  requirements of the Internal  Revenue
      Code applicable to regulated investment companies and to distribute all of
      its taxable net income to its shareholders.  In addition, the Fund intends
      to pay  distributions  as  required  to avoid  imposition  of excise  tax.
      Therefore, no federal income tax provision is required.

      For Federal  income tax purposes,  the Fund had  accumulated  net realized
      losses on  investments of $783,074 as of March 31, 1996, of which $316,444
      expires in 1997 and $466,630 expires in 1998, respectively.

      The Fund will resume annual capital gains distributions in future years to
      the  extent  net  capital  gains  are  realized  in  excess  of  available
      carryovers.



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



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