PARKSTONE GROUP OF FUNDS /OH/
24F-2NT, 1997-08-28
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<PAGE>   1
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 24F-2

                        ANNUAL NOTICE OF SECURITIES SOLD
                             PURSUANT TO RULE 24F-2

1. Name and address of issuer:

                              THE PARKSTONE GROUP OF FUNDS
                              3435 STELZER ROAD
                              COLUMBUS, OHIO 43219

2. Name of each series or class of funds for which this notice is filed:

                              See Exhibit A

3. Investment Company Act File Number:       811-5105

   Securities Act File Number:               33-13283

4. Last day of the fiscal year for which this notice is filed:

                              JUNE 30, 1997

5. Check box if this notice is being filed more than 180 days after the close of
   the issuer's fiscal year for purpose 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:

                              N/A

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

9. Number and aggregate sale price of securities sold during the fiscal year:

                              Shares       5,084,860,586.68
                              Price       $7,319,278,852.16

<PAGE>   2

10. Number and aggregate sale price of securities sold during the fiscal year in
    reliance upon registration pursuant to rule 24f-2:

                              Shares        5,084,860,586.68
                              Price        $7,319,278,852.16

11. Number and aggregate sale price of securities issued during the fiscal year
    in connection with dividend reinvestment plans, if applicable:

                              Shares           29,929,490.22
                              Price          $315,396,237.24 

12. Calculation of registration fee:

     (i) Aggregate sale price of securities sold during the fiscal
         year in reliance on rule 24F-2:                      $7,319,278,852.16
                                                              -----------------

     (ii) Aggregate price of shares issued in connection with
          dividend reinvestment plans:                          $315,396,237.24
                                                              -----------------

    (iii) Aggregate price of shares redeemed or repurchased
          during the fiscal year:                             $6,966,115,189.85
                                                              -----------------

     (iv) Aggregate price of shares redeemed or repurchased
          and previously applied as a reduction to filing fees
          pursuant to rule 24F-2:                                         $0.00
                                                              -----------------

     (v)  Net aggregate price of securities sold and issued during
          the fiscal year in reliance on rule 24F-2:            $668,559,899.55
                                                              -----------------

     (vi) Multiplier prescribed by Section 6(b) to the Securities
          Act of 1933 or other applicable law or registration:            /3300
                                                              -----------------

    (vii) Fee Due:                                                  $202,593.91
                                                              -----------------

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

                                                                   [ X ]

    Date of mailing or wire transfer of Filing fees to the Commission's lockbox
    depository:

                                   08/27/97

                                  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/ THRESA DEWAR, Treasurer
                              ------------------------------
                              Thresa Dewar, Treasurer
                              ------------------------------

Date 8/26/97
- ------------
* Please print the name and title of the signing officer below the signature.

<PAGE>   3

                                    EXHIBIT A

                          THE PARKSTONE GROUP OF FUNDS

PRIME OBLIGATIONS FUND
U.S. GOVERNMENT OBLIGATIONS FUND
TAX-FREE FUND
TREASURY FUND
MID CAPITALIZATION FUND
SMALL CAPITALIZATION FUND
LARGE CAPITALIZATION FUND
INTERNATIONAL DISCOVERY FUND
BOND FUND
LIMITED MATURITY BOND FUND
INTERMEDIATE GOVERNMENT OBLIGATIONS FUND
U.S. GOVERNMENT INCOME FUND
BALANCED ALLOCATION FUND
EQUITY INCOME FUND
MUNICIPAL BOND FUND
MICHIGAN MUNICIPAL BOND FUND
CONSERVATIVE ALLOCATION FUND
AGGRESSIVE ALLOCATION FUND

<PAGE>   1

                                HOWARD & HOWARD
                                   ATTORNEYS

                                  [LETTERHEAD]


                                August 26, 1997

4126 7951 3513

THE PARKSTONE GROUP OF FUNDS
Suite 1000
3435 Stelzer Road
Columbus, Ohio 43219

ATTN: SCOTT A. ENGLEHART, VICE PRESIDENT

     RE: RULE 24f-2 NOTICE DATED AUGUST 28, 1997

Greetings:

     We serve as counsel to The Parkstone Group of Funds (the "Group"), a
Massachusetts business trust. This letter is furnished at your request in
connection with the filing by the Group of a Notice dated August 28, 1997 (the
"Notice"), pursuant to Rule 24f-2 promulgated by the Securities and Exchange
Commission under the Investment Company Act of 1940, as amended, and the
registration by the Group of an indefinite number of units of beneficial
interest under the Securities Act of 1933, as amended. In the Notice, the Group
reported the net sale during the fiscal year ended June 30, 1997, of an
aggregate of $668,559,899.55 in units of beneficial interest (the "Shares") 
of the Group. 
<PAGE>   2

THE PARKSTONE GROUP OF FUNDS
AUGUST 26, 1997
PAGE 2

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

     We have examined the Notice and originals or copies, certified or otherwise
identified to our satisfaction, of such other records, certificates and other
documents as we considered necessary or appropriate for purposes of the opinion
hereinafter expressed. As to matters of fact relevant to such opinion, we have
relied upon the accuracy of the Notice and the statements made therein. The
Shares which are currently being registered pursuant to the Notice referred to
above may be legally and validly issued from time to time in accordance with the
Declaration of Trust of The Parkstone Group of Funds upon receipt of
consideration sufficient to comply with the Declaration of Trust and subject to
compliance with the Securities Act of 1933, as amended, the Investment Company
Act of 1940, as amended, and applicable state laws regulating the sale of
securities. Such Shares, when so issued, will be fully paid and non-assessable 
by the Group.

     We hereby consent to the filing of this opinion with the Notice. This
opinion is rendered pursuant to the requirements of Rule 24f-2, and it may be
relied upon only by you and the Securities and Exchange Commission, and may not
be used, quoted, or referred to or filed with any other person without our
prior written permission.

                                        Very Truly Yours,

                                        HOWARD & HOWARD ATTORNEYS, P.C.

                                        /s/ MELANIE MAYO WEST

                                        Melanie Mayo West

MMW:aar
cc: George R. Landreth
    Jeffrey N. Marshall
    David E. Riggs


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