SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549
Amendment No. 1
to
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
1. Name and address of issuer: The Chapman Funds, Inc.
The World Trade Center
401 East Pratt Street
Baltimore, Maryland 21202
2. Name of each series or class of funds for which this
notice is filed:
The Chapman US Treasury Money Fund
3. Investment Company Act File Number: 811-5697
Securities Act File Number: 33-25716
4. Last day of fiscal year for which this notice is filed:
October 31, 1995
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 the 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:
None
8. Number and amount of securities, if any, registered
during such fiscal year other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold
during the fiscal year:
158,071,220
10. Number and aggregate sale price of securities sold
during such fiscal year in reliance upon registration
pursuant to rule 24f-2:
156,891,847
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):
1,179,373
<PAGE>
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (From
Item 10):
$
156,891,847
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (From Item
11, if applicable):
+
1,179,373
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if applicable):
-
143,710,447
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to 24e-2 (if applicable):
+ None
(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):
14,360,773
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6):
X .01/29
(vii) Fee due [line (i )or line (v) multiplied by line
(vii)]:
4,951.99
Instruction: Issuers should complete lines (ii), (iii),
(iv), and (v) only if the form is being filed within 60
days after the close of the issuer's fiscal year. See
Instruction C.3.
13. Check box if fees are being remitted to the
Commission's lock box depository as described in section 3a
of the Commission's Rules of Informal and Other Procedures
(17 CFR 202.3a)
[ x ]
Date of mailing wire transfer of filing fees to the
Commission's lock box depository:
December 29,
1995
2
<PAGE>
SIGNATURES
This report has been signed below by the following persons
on behalf of the issuer and in capacities and on the dates
indicated.
By /S/ NATHAN A. CHAPMAN, JR.
Nathan A. Chapman, Jr.
President
Date: December 29, 1995
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