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: Croft Funds Corporation
207 East Redwood Street
Baltimore, Maryland 21202
2. Name of each series or class of funds for which this
notice is filed:
Croft-Leominster Income Fund.
Croft-Leominster Value Fund.
3. Investment Company Act File Number: 811-81926
Securities Act File Number: 33-8652
4. Last day of fiscal year for which this notice is filed:
April 30, 1997
5. Check box if this notice is being filed more than 180
days after 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): N/A
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: 0
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: 149,863 shares - $1,669,292
10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2: 149,863 shares - $1,669,292
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):
N/A
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): $1,669,292
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from item 11, if applicable):
+ 0
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 187,245
(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): + 1,482,047
(vi)Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
Instruction C.6): X 1/2900
(vii) Fee due[line (I) or line (v) multiplied by
line (vi)] $ 511.05
Instruction: Issuers should complete lines (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 lock box depository as described in Section 3a
of the Commission's Rules of Informal and Other Procedures
(17 CFR 202.3a). X
Date of mailing or wire transfer of filing fees to the
Commission's lock box depository: June 30, 1997
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)* Kent Croft, President
Date June 30, 1997
*Please print the name and title of the signing officer
below the signature.
Morgan, Lewis & Bockius LLP
Counselors At Law
1800 M Street, N.W.
Washington, D.C. 20036-5869
(202) 467-7000
Fax: (202) 467-7176
June 27, 1997
Croft Funds Corporation
207 East Redwood Street
Baltimore, Maryland 21202
Re: Croft Funds Corporation
Ladies and Gentlemen:
Croft Funds Corporation (the "Corporation") is a corporation
organized under the laws of the State of Maryland with its
principal place of business in Baltimore, Maryland. The
Corporation is an open-end diversified management investment
company registered with the Securities and Exchange
Commission (the "Commission") under the Investment Company
Act of 1940 (the "1940 Act"). This opinion relates to the shares
of the Croft-Leominster Value Fund and Croft-Leominster
Income Fund, two classes of the Corporation with a par value of
one mil ($.001), sold in reliance upon Rule 24f-2 during its
fiscal year ended April 30, 1997, the registration of which is
made definite by the filing of the attached Notice.
We have reviewed all proceedings taken by the Corporation
in connection with the offer and sale of the shares which have
been offered under a Prospectus included as part of the
Corporation's Registration Statement on Form N-1A, as
amended to the date hereof, which has been filed with the
Commission under the Securities Act of 1933 and the 1940 Act.
We are of the opinion that such shares, when sold and issued
in return for the payment described in the Corporation's
Registration Statement, were legally issued, fully paid and
non-assessable by the Corporation.
Very truly yours,
Morgan, Lewis & Bockius LLP
cc: Mr. Kent G. Croft
Mr. David Schiminger
