Annual Notice of Securities Sold Pursuant to Rule 24F-2
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.
1. Name and address of issuer:
Total Return U.S. Treasury Fund, Inc.
One South Street
Baltimore, MD 21202
___________________________________________________________________
2. The name of each series or class of securities for which
this Form 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]
___________________________________________________________________
3. Investment Company Act File Number: 811-5040
Securities Act File Number: 33-12179
___________________________________________________________________
4(a). Last day of fiscal year for which this Form is filed:
October 31, 1997
___________________________________________________________________
4(b). [ ] Check box if this Form is being filed late (i.e.,more
than 90 calendar days after the end of the issuer's
fiscal year). (See Instruction A.2)
Note: If the Form is being filed late, interest must be paid on the
registration fee due.
___________________________________________________________________
4(c). [ ] Check box if this is the last time the issuer will be
filing this Form.
___________________________________________________________________
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5. Calculation of registration fee: (see attached Schedule A)
(i) Aggregate sale price of securities sold during
the fiscal year pursuant to section 24(f): $ 0
_______
(ii) Aggregate price of securities redeemed
or repurchased during the fiscal year: $77,072,611.00
______________
(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*
_________
*All shares repurchased or redeemed in
fiscal years ended October 31, 1995 and
October 31, 1996 were prepaid and are
included in Item 6.
(iv) Total available redemption credits {add
Items 5(ii) and 5(iii)}: -$77,072,611.00
______________
(v) Net sales -- if Item 5(i) is greater than Item
5(iv) {subtract Item 5(iv) from Item 5(i)}: $__________
(vi) Redemption credits available for use in
future years $(77,072,611.00)
_______________
--if Item 5(i) is less than Item 5(iv)
{subtract Item 5(iv) from Item 5(i)}:
(vii) Multiplier for determining registration fee (See
Instruction C.9): x .000295
__________
(viii) Registration fee due {multiply Item 5(v) by Item
5(vii)} (enter "0" if no fee is due): =$ 0
____________
______________________________________________________________________________
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6. Prepaid shares
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 October 11, 1997, then report the amount of
securities (number of shares or other units) deducted
here: 2,891,919 shares @ $28,404,192.65. 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: 14,066,427 shares @
$135,309,524.24.
___________________________________________________________________
7. Interest due -- if this Form is being filed more than 90
days after the end of the issuer's fiscal year (see
Instruction D): +$__________
___________________________________________________________________
8. Total of the amount of the registration fee due plus any
interest due {line 5(viii) plus line 7}:
=$ 0
___________________________________________________________________
9. Date the registration fee and any interest payment was
sent to the Commission's lockbox depository:
Method of Delivery:
[ ] Wire Transfer
[ ] Mail or other means
___________________________________________________________________
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/ Joseph A. Finelli
Joseph A. Finelli, Treasurer
Date January 15, 1998
* Please print the name and title of the signing officer below the signature.
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<TABLE>
<CAPTION>
TOTAL RETURN U.S. TREASURY FUND, INC.
SCHEDULE A
| SALES | REDEMPTIONS |
<S> <C> <C> <C> <C> <C> <C>
Number of Number of Number of Aggregate
Shares Aggregate Sales Shares Reinvested Shares Redemption Price
Sold Price Reinvested Value Redeemed
ISI Shares 1,028,342 $10,021,751.00 787,090 $7,664,314.00 4,455,189 $43,406,641.00
Flag Class A
Shares 490,187 4,746,207.00 499,834 4,867,694.00 3,438,672 33,514,991.00
Flag Class B
Shares 85,484 833,099.00 982 9,591.00 15,359 150,979.00
Front-End
Sales
Commissions 261,536.65
=====================================================================================================
Totals 1,604,013 $15,862,593.65 1,287,906 $12,541,599.00 7,909,220 $77,072,611.00
<FN>
Carry forward from prior years = 16,958,346 shares @ $163,713,716.89.
1997 Sales = 2,891,919 shares @ $28,404,192.65.
By offsetting the Fund's sales in fiscal year 1997 (2,891,919 shares @ $28,404,192.65) with credits for
registrations of prior net redemptions (16,958,346 shares @ $163,713,716.89), no shares were sold pursuant to Rule
24f-2 in the fiscal year ended October 31, 1997. Accordingly, no fee is due.
</FN>
</TABLE>
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