<PAGE> PAGE 1
000 B000000 04/30/97
000 C000000 0000864230
000 D000000 N
000 E000000 F
000 F000000 Y
000 G000000 Y
000 H000000 N
000 I000000 3.0.a
000 J000000 U
001 A000000 CALDWELL & ORKIN FUNDS, INC.
001 B000000 811-06113
001 C000000 4042390707
002 A000000 2050 TOWER PLACE, 3340 PEACHTREE ROAD
002 B000000 ATLANTA
002 C000000 GA
002 D010000 30326
003 000000 N
004 000000 N
005 000000 N
006 000000 N
007 A000000 Y
007 B000000 3
077 A000000 Y
077 B000000 Y
SIGNATURE CHERYL ANDERSON
TITLE LEGAL SECRETARY
COOPERS & LYBRAND
To the Board of Directors
The Caldwell & Orkin Market Opportunity Fund
In planning and performing our audit of the financial statements
of The Caldwell & Orkin Market Opportunity Fund (the "Fund") for
the year ended April 30, 1997, we considered its internal control
structure, including procedures for safeguarding securities, in
order to determine our auditing procedures for the purpose of
expressing our opinion on the financial statements and to comply
with the requirements of Form N-SAR, not to provide assurance on
the internal control structure.
The management of the Fund is responsible for establishing and
maintaining an internal control structure. In fulfilling this
responsibility, estimates and judgments by management are
required to assess the expected benefits and related costs of
internal control structure policies and procedures. Two of the
objectives of an internal control structure are to provide
management with reasonable, but not absolute, assurance that
assets are safeguarded against loss from unauthorized use or
disposition and transactions are executed in accordance with
management's authorization and recorded properly to permit
preparation of financial statements in conformity with generally
accepted accounting principles.
Because of inherent limitations in any internal control
structure, errors or irregularities may occur and may not be
detected. Also, projection of any evaluation of the structure to
future periods is subject to the risk that it may become
inadequate because of changes in conditions or that the
effectiveness of the design and operation may deteriorate.
Our consideration of the internal control structure would not
necessarily disclose all matters in the internal control
structure that might be material weaknesses under standards
established by the American Institute of Certified Public
Accountants. A material weakness is a condition in which the
design or operation of the specific internal control structure
elements does not reduce to a relatively low level the risk that
errors or irregularities in amounts that would be material in
relation to the financial statement being audited may occur and
not be detected within a timely period by employees in the normal
course of performing their assigned functions. However, we noted
no matters involving the internal control structure, including
procedures for safeguarding securities, that we consider to be
material weaknesses as defined above as of April 30, 1997.
This report is intended solely for the information and use of
management and the Board of Director of the Fund and the
Securities and Exchange Commission.
Coopers & Lybrand, L.L.P.
Atlanta, Georgia
May 22, 1997
