<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24F-2
1. Name and address of issuer: The Coventry Group
3435 Stelzer Road
Columbus, Ohio 43219
2. Name of each series or class of funds for which this notice is filed:
SEE EXHIBIT A
3. Investment Company Act File Number: 811-6526
Securities Act File Number: 33-44964
4. Last day of the fiscal year for which this notice is filed: March 31, 1996
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purpose of reporting securities sold after
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:
__________________________________
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
24-F-2 in a prior fiscal year, but which remained unsold at the beginning
of the fiscal year:
0 Price
0 Shares
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24F-2:
0
__________________________________
9. Number and aggregate sale price of securities sold during the fiscal year:
Shares 614,499,553
Price $887,591,304
__________________________________
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24F-2:
Shares 614,499,553
Price $887,591,304
__________________________________
<PAGE> 2
================================================================================
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Shares 2,499,829
Price $23,808,808
___________________________________
================================================================================
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24F-2: $887,591,304
------------
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans: $23,808,808
------------
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year: $706,429,672
------------
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing
fees pursuant to rule 24E-2: $0.00
------------
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24F-2: $204,970,440
------------
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1993 or other applicable law
or registration: /2900
------------
(vii) Fee Due: $70,679.46
------------
================================================================================
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
[ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
================================================================================
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/ NANCY E. CONVERSE
______________________________________________
Nancy E. Converse, Secretary
______________________________________________
Date 05/14/96
___________________
*Please print the name and title of the signing officer below the
signature.
================================================================================
<PAGE> 3
EXHIBIT A
THE COVENTRY GROUP
- ------------------
AMCORE:
U.S. GOVERNMENT FUND
INTERMEDIATE TAX FREE FUND
EQUITY FUND
FIXED INCOME FUND
BALANCED FUND
FIXED TOTAL RETURN FUND
AGGRESSIVE GROWTH FUND
BRENTON:
U.S. GOVERNMENT MONEY MARKET FUND
INTERMEDIATE U.S. GOVERNMENT SECURITIES FUND
INTERMEDIATE TAX-FREE FUND
VALUE EQUITY FUND
ERNST:
ASIA FUND
GLOBAL RESOURCES FUND
SHELBY FUND
<PAGE> 4
DECHERT PRICE & RHOADS
1500 K Street N.W.
Washington, D.C. 20005
May 23, 1996
The Coventry Group
3435 Stelzer Road
Columbus, Ohio 43219
Re: Rule 24f-2 Notice
Gentlemen:
As counsel for the Coventry Group (the "Trust"), a Massachusetts
business trust consisting of several separate series of shares, during the
fiscal year ended March 31, 1996, we are familiar with the Trust's registration
under the Investment Company Act of 1940 and with the registration statement
relating to its shares of beneficial interest (the "Shares") under the
Securities Act of 1933 (the "Registration Statement"). We have also examined
such other records, agreements, documents and instruments as we have deemed
appropriate.
Based upon the foregoing, it is our opinion with respect to the
Shares the registration of which is being made definite by the Notice pursuant
to Rule 24f-2 under the Investment Company Act of 1940 ("Notice") being filed
by the Trust for its fiscal year ended March 31, 1996, assuming such Shares
were sold at the public offering price and delivered by the Trust against
receipt of the net asset value of the Shares in compliance with the terms of
the Registration Statement and the requirements of applicable law, that such
Shares were, when sold, duly and validly authorized, legally and validly
issued, and fully paid and non-assessable.
We consent to the filing of this opinion in connection with the
Notice on Form 24F-2 to be filed by the Trust with the Securities and Exchange
Commission for the Trust's fiscal year ended March 31, 1996.
Very Truly yours,
Dechert Price & Rhoads
