BRUNDAGE STORY & ROSE INVESTMENT TRUST
24F-2NT, 1997-01-16
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

                        Read instructions at end of Form
                          before preparing Form. Please
                                 print or type.

- -------------------------------------------------------------------------------
1.     Name and address of issuer:
           Brundage, Story and Rose Investment Trust
           312 Walnut Street, 21st Floor
           Cincinnati, Ohio 45202
- ------------------------------------------------------------------------------
2.     Name of each series or class of funds for which this notice is
       filed:
       Brundage, Story and Rose Equity Fund
       Brundage, Story and Rose Short/Intermediate Term Fixed-Income Fund
- ------------------------------------------------------------------------------
3.     Investment Company Act File Number: 811-6185

       Securities Act File Number: 33-37123
- -------------------------------------------------------------------------------
4.     Last day of fiscal year for which this notice is filed;

       November 30, 1996
- -------------------------------------------------------------------------------
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  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:

       457,902 shares of Brundage, Story and Rose Short/Intermediate
       Term Fixed-Income Fund

- -------------------------------------------------------------------------------
8.     Number and amount of securities registered during the fiscal year
       other than pursuant to rule 24f-2:

                                   NONE


<PAGE>



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

                                                NUMBER OF SHARES    SALE PRICE
                                                ----------------    ----------
Brundage, Story and Rose Equity Fund                  157,706       $2,369,871
Brundage, Story and Rose Short/
  Intermediate Term Fixed-Income Fund                 430,192        4,540,639
                                                    -----------      ----------
                        ISSUER TOTALS                 587,898       $6,910,510
                                                    ===========      ==========
- -------------------------------------------------------------------------------
10.    Number and aggregate sale price of securities sold during the
       fiscal year in reliance upon registration pursuant to rule
       24f-2:
                                                 NUMBER OF SHARES   SALE PRICE
                                                 ----------------   ----------
Brundage, Story and Rose Equity Fund                   157,706      $2,369,871
Brundage, Story and Rose Short/
  Intermediate Term Fixed-Income Fund                  430,192       4,540,639
                                                     -----------    -----------
                           ISSUER TOTALS               587,898      $6,910,510
                                                     ===========    ===========

- -------------------------------------------------------------------------------
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):

                                               NUMBER OF SHARES  SALE PRICE
                                               ----------------  ----------
Brundage, Story and Rose Equity Fund                 85,211      $1,235,320
Brundage, Story and Rose Short/
  Intermediate Term Fixed-Income Fund               152,952       1,615,646
                                                  ------------   ----------
                           ISSUER TOTALS            238,163      $2,850,966
                                                  ============   ==========


- -------------------------------------------------------------------------------
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):          $ 6,910,510
                                                                  ------------
       (ii)       Aggregate price of shares issued in
                  connection with dividend reinvestment
                  plans (from Item 11, if applicable):          +   2,850,966
                                                                  -------------



<PAGE>



       (iii)      Aggregate price of shares redeemed or
                  purchased during the fiscal year
                  (if applicable):                              -  11,935,597
                                                                 -------------
       (iv)       Aggregate price of shares redeemed or
                  repurchased and previously applied as
                  a reduction to filing fees pursuant to
                  rule 24e-2 (if applicable)                    +
                                                                 -------------
       (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):                           (2,174,121)
                                                                 -------------
       (vi)       Multiplier prescribed by Section 6(b) of
                  the Securities Act of 1933 or other
                  applicable law or regulation (see
                  Instruction C.6):                              x .0003030303
                                                                 -------------
       (vii)      Fee due [line (i) or line (v) multiplied
                  by line (vi)]:                                 $   NONE

                                                                 =============

Instruction: Issuers should complete line (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
       lockbox depository as described in section 3a of the
       Commission's Rules of Informal and Other Procedures
       (17CFR 202.3a).
                                                        [ ]
       Date of mailing or wire transfer of filing fees to the Commission's
       lockbox depository:

                                                 N/A
- -------------------------------------------------------------------------------
                                   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/ John F. Splain
                                        ----------------------------------------
                                         John F. Splain, Secretary
                                        ----------------------------------------
       Date January 16, 1997
           -----------------

*Please print the name and title of the signing officer below the signature.



<PAGE>


                                       MGF
                                  SERVICE CORP.

January 10, 1997

Brundage, Story and Rose Investment Trust
312 Walnut Street, 21st Floor
Cincinnati, Ohio  45202

Ladies and Gentlemen:

Re:  Rule 24f-2 Opinion
     ------------------

I have been  requested  to render an  opinion in  connection  with the filing by
Brundage, Story and Rose Investment Trust (herein referred to as the "Trust") of
a Rule 24f-2 Notice with respect to the fiscal year ended November 30, 1996 (the
"Notice").

Reference is made to paragraph 10 of such Notice,  wherein the Trust reports the
sale of 430,192 shares of its Brundage,  Story and Rose  Short/Intermediate Term
Fixed-Income Fund and 157,706 shares of its Brundage, Story and Rose Equity Fund
during the fiscal year ended  November  30, 1996 in reliance  upon  registration
under the  Securities  Act of 1933  pursuant to Rule 24f-2 under the  Investment
Company Act of 1940, and paragraph 11 of such Notice,  wherein the Trust reports
the   issuance   of   152,952   shares   of  its   Brundage,   Story   and  Rose
Short/Intermediate  Term  Fixed-Income  Fund and 85,211  shares of its Brundage,
Story and Rose Equity Fund in connection with dividend reinvestment plans.

I have examined the Agreement and  Declaration  of Trust of the Trust as amended
to date,  the  Bylaws of the  Trust,  records  of the Trust  concerning  certain
actions by the Trustees of the Trust,  the current  Prospectus  of the Trust and
supplements thereto, and the form of the Rule 24f-2 Notice.

Based upon the  foregoing  and  assuming  that all of such  shares  were sold in
accordance with the terms of the Prospectus in effect at the time of sale, in my
opinion the above-mentioned shares of the Trust have been legally issued and are
fully paid and non-assessable by the Trust.

I consent to the  submission  of a copy of this  opinion to the  Securities  and
Exchange  Commission  in  connection  with the filing of the Trust's  Rule 24f-2
Notice for the fiscal year ended  November 30,  1996,  as  contemplated  in Rule
24f-2(b)(1) under the Investment Company Act of 1940.

Very truly yours,

/s/ Tina D. Hosking

Tina D. Hosking
Counsel

                                MGF Service Corp.
                     a subsidiary of Leshner Financial, Inc.
       312 Walnut Street Cincinnati, Ohio 45202 513.629.2000 800.543.8721








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