WPC4
Commonwealth Shareholder Services, Inc.
1500 Forest Avenue, Suite 223
Richmond, Virginia 23229
March 20, 1998
Filing Desk
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE; RUPAY BARRINGTON TOTAL RETURN FUND, INC.
File No. 811-08516
Gentlemen:
Transmitted herewith is the above-referenced Fund's 24f-2
Notice on Form 24f-2. We have remitted the necessary filing fee to
the Commission's lockbox depository in the amount of $0.00.
Please call me at 1-800-527-9500 if you have anyquestions.
Sincerely,
John Pasco, III
President and Chairman
Enclosures
cc: Larry S. Mao
Annual Notice of Securities Sold Pursuant to Rule 24F-2
U.S.SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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: RUPAY BARRINGTON
Total Return Fund, Inc.
595 Market Street, Suite 1980
San Francisco, CA 94104
2.Name of each series or class of securities for which this Form is
filed:
Rupay Barrington Total Return Fund, Inc.
3.Investment Company Act File Number: 811-08516
Securities Act File Number: 033-79068
4.(a) Last day of fiscal year for which this notice is filed:
December 31, 1997
after the close of the issuer's fiscal year.
4(c). Check box if this is the last time the issuer will be filingthis Form.
5. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year pursuant to section 24(f): 972,501
(ii) Aggregate price of securities redeemed or
repurchased during the fiscal year: $3,889,353
(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: $N/A
(iv) Total available redemption credits (add Items 5(ii)
and 5 (iii) -$3,889,353
(v) Net sales - if Item 5(i) is greater than Item 5(iv)
(subtract Item 5(iv) from Item 5(i) $ N/A
(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) $2,916,852
(vii) Multiplier for determining registration
fee (see Instructions C-9) $N/A
(viii) Registration fee due (multiply Item
5(v) by Item 5(vii) (enter "O if
no fee is due): $ 0.00
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, the report the amount of
securities (number of shares or other units)
deducted here: N/A. If there is a number of shares or otherunits that
were registered pursuant to rule 24e-2 remaining unsoldat the end of the
fiscal year for which this form is filed that areavailable for use by the
issuer in future fiscal years, then statethat number here. N/A
7. Interest due ___ (if this Form is being filed more than 90 daysafter the
end of the issuer's fiscal year (see Instruction D:
8. Total of the amount of the registration fee due plus anyinterest due
(line 5(viii) plus line 7:
9. Date the registration fee and any interest payment was sent to
the Commission's lockbox depository: N/A
Method of Delivery:
_____ Wire Transfer
_____ 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)* /s/ John Pasco,
III
Date March 20, 1998
* Please print the name and Title of the signing officer below
the signature.
