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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 50249
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
CrestFunds, Inc.
530 East Swedesford Road
Wayne, PA 19087
2. Name of each series or class of funds for which this notice is filed:
Cash Reserve
US Treasury Money Market
Tax Free Money Market
Value Fund
Special Equity
Capital Appreciation
Intermediate Bond
Limited Term
Government Bond Fund
VA Muni Bond Fund
VA Intermediate Fund
Maryland Municipal Bond Fund
3. Investment Company Act File Number: 811-4620
Securities Act File Number: 33-4163
4. Last day of fiscal year for which this notice is filed:
November 30, 1996
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see instruction A.6):
7. Number and amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year: 0
8 Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2: 0
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9. Number and aggregate sale price of securities sold during the fiscal year:
Dollars $3,097,947,115
Shares 2,286,979,057
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Dollar $3,097,947,115
Shares 2,286,979,057
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
Dollar $22,396,614
Shares 5,273,188
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<CAPTION>
12 Calculation of registration fee:
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(I) Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): $3,097,947,115
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): + 22,396,614
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): - 2,298,430,184
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): + 0
(v) Net Aggregate price of securities sold and issued during
the fiscal year in reliance on rule 24f-2 [line (i), plus line
(ii), less line (iii), plus line (iv)] (if applicable): 821,913,545
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see x1/33rd
instruction C.6):
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: 249,064.71
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13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[ X ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: January 29, 1997
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SIGNATURES
This report has been signed below by the following person on behalf
of the issuer and in the capacities and on the dates indicated.
By (Signature and Title)*/s/Todd Cipperman
Todd Cipperman , Esquire _____________________
Vice President and Assistant Secretary
Date January 29 , 1997
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January 29, 1997
Board of Directors
CrestFunds, Inc.
919 East Main Street
Richmond, Virginia 23219
Gentlemen:
We have acted as your counsel in connection with the registration
of an indefinite number of shares under the Securities Act of 1933 as
provided by Rule 24f-2 under the Investment Company Act of 1940.
As required by subparagraph (b) (1) of Rule 24f-2, you are filing a
"Rule 24f-2 Notice" for the year end November 1996. In
connection therewith, you have requested our opinion with respect
to the matters covered by subparagraph (b) (1) of Rule 24f-2.
In delivering our opinion, we have reviewed the Charter and
By-Laws of the Company, applicable provisions of Maryland
General Corporation Law, and resolutions and consents adopted
by the Company's Board of Directors in connection with the
issuance of shares.
Based upon such review and having regard for such legal
considerations as we deemed relevant, and assuming the Company's
receipt for the shares of the consideration recited in the registration
statement, we are of the opinion that the shares covered by the Rule
24f-2 Notice are legally issues, fully paid, and non-assessable.
We consent to the filing of a manually singed copy of this
opinion with the Rule 24f-2 Notice.
Very truly yours
/s/Hunton & Williams
Hunton & Williams
