AMENDMENT TO DISTRIBUTION AGREEMENT

                     AMENDMENT
                        TO
               DISTRIBUTION AGREEMENT

     THIS IS AN AMENDMENT to the Distribution Agreement between
Carillon Investments, Inc. ("Distributor") and Carillon
Investment Trust ("CIT") dated December 30, 1987.

     1. The following paragraph is added at the end of Section
3.:

     The Distributor and CIT agree that the sale of Carillon
Capital Fund shares shall be made without the imposition of a
sales charge for the following investments:

     a. Purchases by the Distributor, or companies affiliated
with the Distributor; by directors, officers and employees of the
Distributor or affiliated companies; and by the spouse and/or
children under the age of 21 of the directors, officers and
employees of the Distributor, or companies affiliated with the
Distributor; and

     b. Purchases for qualified retirement plans under Section
401(a) of the Internal Revenue Code ("Code"), plans adopted by
public school systems and certain tax-exempt organizations under
Section 403(b) of the Code, Individual Retirement Arrangements
purchased by or on behalf of individuals pursuant to Section 408
of the Code, and government deferred compensation plans pursuant
to Section 457 of the Code.

     2. In all other respects the Distribution Agreement shall
remain unchanged.

     Executed at Xxxxxxxx County, Ohio as of the 14th day of
December, 1988.

Carillon Investment Trust       Carillon Investments, Inc.
By:  /s/ Xxxxxxx X. Xxxxxx      By: /s/ Xxxx X. Xxxxxxxx
     Xxxxxxx X. Xxxxxx              Xxxx X. Xxxxxxxx
     President                      Vice President and
                                    Assistant Secretary


                          AMENDMENT
                             TO
                   DISTRIBUTION AGREEMENT

     THIS IS AN AMENDMENT to the Distribution Agreement between
Carillon Investments, Inc. ("Distributor") and Carillon
Investment Trust ("CIT") dated December 30, 1987.

RECITALS:

     1. In its February 6, 1990 letter regarding the routine
examination of the Carillon Group of Mutual Funds, the Securities
and Exchange Commission ("SEC") recommended that the underwriting
agreements with Carillon Investments, Inc. be amended to include
the requirements set forth in Section 15(b) of the Investment
Company Act of 1940.

     2. The Distributor and CIT deem it appropriate to amend the
Distribution Agreement as recommended by the SEC.

     NOW, THEREFORE, IN CONSIDERATION of the above and of the
mutual promises and covenants contained herein, the parties
hereto agree as follows:

1. A new section 13. is hereby added as follows:

     13. This Agreement shall continue in effect for a period
more than two years from the date of its execution, only so long
as such continuance is specifically approved at least annually by
the board of trustees or by vote of a majority of the outstanding
voting securities of CIT. Further, this Agreement shall
immediately terminate in the event of its assignment (as that
term is defined in the Investment Company Act of 1940, as
amended).

2. In all other respects the Distribution Agreement shall remain
unchanged.

Executed at Xxxxxxxx County, Ohio as of the 14th day of December,
1990.

Carillon Investment Trust        Carillon Investments, Inc.
By:  /s/ Xxxx X. Xxxxxxxx        By: /s/ Xxxxx X'Xxxxx
     Xxxx X. Xxxxxxxx                Xxxxx X. X'Xxxxx
Vice President and Assistant         Vice President
     Secretary