U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24F-2
1. Name and address of issuer:
The Caldwell & Orkin Funds, Inc.
2050 Tower Place, 3340 Peachtree Rd.
Atlanta, GA 30326
2. Name of each series or class of funds for which this notice is filed:
Caldwell & Orkin Funds
3. Investment Company Act File Number: 811-06113
Securities Act File Number: 33- 35156
4(a) Last day of fiscal year for which this notice is filed: April 30, 1999
4(b) Check box if this notice 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. [ ]
5. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year pursuant to
section 24(f): $323,233,468
(ii) Aggregate price of securities redeemed or repurchased during the fiscal
year: $108,916,091
(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
(iv) Total available redemption credits [add items 5(ii) and 5(iii):
$108,916,091
(v) Net sales - if item 5(I) is greater than item 5(iv) [subtract item 5(iv)
form item 5(i)]: $214,317,377
(vi) Redemption credits available for use in future years - if item 5(i) is less
than item 5(iv) [subtract item 5(iv) from item 5(I)]: $ 0
(vii) Multiplier for determining registration fee (see instruction C.9) x.000278
(viii) Registration fee due [multiply item 5(v) by item 5(vii)] Enter "0" if no
fee is due): =$59,580.23
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: . 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:
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): +$0
8. Total of the amount of the registration fee due plus any interest due [line
5(viii) plus line 7]: =$59,580.23
9. Date the registration fee and any interest payment was sent to the
Commission's lockbox depository:
Method of Delivery: [ ] No Payment Due
[X] Wire Transfer July 21, 1999
[ ] 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)* ______________________________
Date: 7/13/99 /S/ Micheal B. Orkin, President
