Rule 24f-2 Notice
VISION GROUP OF FUNDS, INC.
(Fund Name)
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
1933 Act No. 33-20673
(i) fiscal period for which notice is filed April 30, 1994
(ii) The number or amount of securities of the
same class or series, if any, which had
been registered under the Securities Act
of 1933, other than pursuant to Rule 24f-2
but which remained unsold at May 1, 1993
the beginning of the Registrant's fiscal
period 0
(iii) The number or amount of securities, if
any, registered during the fiscal period
of this notice other than pursuant to
Rule 24f-2 0 0
(iv) The number or amount of securities
sold during the fiscal period of this
notice 1,873,361,721
(v) The number or amount of securities sold
during the fiscal period of this notice
in reliance upon registration pursuant
to Rule 24f-2 (see attached Computation
of Fee) 1,873,361,721
WITNESS the due execution hereof this 15th day of June, 1994.
By: /s/Victor R. Siclari
Victor R. Siclari
Assistant Secretary
COMPUTATION OF FEE
1. Actual aggregate sale price of Registrant's
securities sold pursuant to Rule 24f-2 during
the fiscal period for which the 24f-2 notice
is filed (see Section v)................................... $ 1,944,281,155
2. Reduced by the difference between:
(a) actual aggregate redemption price
of such securities redeemed by the
issuer during the fiscal period for
which the 24f-2 notice is filed........ $ 1,737,327,994
(b) actual aggregate redemption price
of such redeemed securities
previously applied by the issuer
pursuant to Section 24e(2)(a) for
the fiscal period for which the
24f-2 notice is filed.................. 0 1,737,327,994
Total amount upon which the fee calculation specified
in Section 6(b) of the Securities Act of 1933 is
based......................................................... $ 206,953,161
FEE SUBMITTED (1/29 of 1% of Total amount)............... $ 71,364
[WORD PROC] TJDOP24F2VGF AUTHOR'S INITIALS LS FINAL Y N
HOUSTON, HOUSTON & DONNELLY
ATTORNEYS AT LAW
2510 CENTRE CITY TOWER
WILLIAM McC. HOUSTONPITTSBURGH, PA. 15222
FRED CHALMERS HOUSTON, JR.__________
THOMAS J. DONNELLY
JOHN F. MECK (412) 471-5828 FRED CHALMERS
HOUSTON
FAX (412) 471-0736 (1914 - 1971)
MARIO SANTILLI, JR.
THEODORE M. HAMMER
June 15, 1994
Vision Group of Funds, Inc.
Federated Investors Tower
Pittsburgh, PA 15222-3779
Gentlemen:
You have requested our opinion for use in conjunction
with a Rule 24f-2 Notice for Vision Group of Funds, Inc.
("Fund") to be filed in respect of shares of the Fund
("Shares") sold for the fiscal year ended April 30, 1994,
pursuant to the Fund's registration statement filed with the
Securities and Exchange Commission ("SEC") under the
Securities Act of 1933 (File No. 33-20673) ("Registration
Statement").
In its Registration Statement, the Fund elected to
register an indefinite number of Shares pursuant to the
provisions of SEC Rule 24f-2.
We have reviewed the amended Registration Statement of
the Fund and such other documents and records deemed
relevant. On the basis of the foregoing, it is our opinion
that the Shares sold for the fiscal year ended April 30,
1994, registration of which the Rule 24f-2 Notice makes
definite in number, were legally issued, fully paid and non-
assessable.
We consent to your filing this opinion as an Exhibit to
the Rule 24f-2 Notice referred to above, the Registration
Statement of the Fund and to any application or registration
statement filed under the Securities Laws of any of the
States of the United States.
Very truly yours,
Houston, Houston &
Donnelly
By: /s/ Thomas J.
Donnelly
TJD:heh
