24F-2NT

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:   BURRIDGE FUNDS

                                      115 S. LASALLE STREET

                                      CHICAGO, IL 60603

2.      Name of each series or class of funds for which this notice
is filed:



                           BURRIDGE CAPITAL DEVELOPMENT FUND



3.      Investment Company Act File Number:     811-07801



        Securities Act File Number:             333-11633



4.      Last day of fiscal year for which this notice is filed:



                             JUNE 30, 1997



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):

                          NOT 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 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:



                NUMBER:       33,764

                AMOUNT:     $350,000



10.     Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to rule
24f-2:



                NUMBER:       33,764

                AMOUNT:     $350,000



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:            0

                AMOUNT:           $0



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):

                            $350,000



        (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):

                                 -$0



        (iv)    Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable):

                                 + 0



        (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):

                            $350,000



        (vi)    Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
Instruction C.6):

                             x1/3300



        (vii)   Fee due [line (i) or line (v) multiplied by line (vi)]:

                                $106



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
lockbox 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 lockbox depository:



                           August 27, 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) *     /s/ Kenneth M. Arenberg
                                    Kenneth M. Arenberg

                                    President





Date    August 29, 1997



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

EX-99

BELL, BOYD & LLOYD

THREE FIRST NATIONAL PLAZA

70 WEST MADISON STREET, SUITE 3300

CHICAGO, IL 60602-4207



312 372-1121

FAX  312 372-2098





August 29, 1997







Burridge Funds

115 South LaSalle Street

Chicago, IL 60603



Ladies and Gentlemen:



Rule 24f-2 Notice



        We have represented Burridge Funds, a Massachusetts business
Trust (the "Trust"), in connection with the filing with the
Securities and Exchange Commission of the Trust's Rule 24f-2
Notice for the fiscal year ended June 30, 1997 pursuant to Rule
24f-2 under the Investment Company Act of 1940 ("Rule 24f-2").
In this connection, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such
documents or other records, certificates and other papers as we
deem it necessary to examine for the purpose of this opinion,
including the declaration of trust and bylaws of the Trust and
resolutions of the board of trustees authorizing the issuance of
shares.



        Based upon the foregoing examination, we are of the opinion
that the 33,764 shares of beneficial interest sold by the Trust
during the fiscal year ended June 30, 1997 in reliance upon
registration pursuant to Rule 24f-2 were legally issued, fully
paid and nonassessable (although shareholders of the Trust may
be subject to liability under certain circumstances as described
in the prospectus of the Trust included in its registration
statement on Form N-1A).



        We consent to the filing of this opinion with the Trust's Rule
24f-2 Notice, on the condition that our opinion is not to be
used, published or circulated to any other person without our
prior approval. In giving this consent, we do not admit that we
are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933.



Very truly yours,



BELL, BOYD & LLOYD