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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-21120

Conestoga Funds

(Exact name of registrant as specified in charter)

Conestoga Capital Advisors, 550 E. Swedesford Rd., Suite 120, Wayne, PA	19087
(Address of principal executive offices)	(Zip code)

Conestoga Capital Advisors

550 E. Swedesford Rd., Suite 120, Wayne, PA 19087

(Name and address of agent for service)

With a copy to:

John Deringer, Esq., Drinker Biddle, One Logan Square, Suite 2000, Philadelphia, PA 19103

Registrant's telephone number, including area code: (800) 320-7790

Date of fiscal year end:	September 30
Date of reporting period:	June 30, 2016

Form N-Q is to be used by management investment companies other than small business investment companies registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than 60 days after the close of the first and third fiscal quarters, pursuant to Rule 30b1-5 under the Investment Company Act of 1940 (17 CFR 270.30b1-5). The Commission may use the information provided on Form N-Q in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-Q, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-Q unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Schedule of Investments.

CONESTOGA SMALL CAP FUND

SCHEDULE OF INVESTMENTS

June 30, 2016 (Unaudited)

COMMON STOCKS - 94.9%	Shares		Value
Consumer Discretionary - 10.7%
Auto & Auto Parts - 2.8%
Dorman Products, Inc. (a)		372,024	$	21,279,773
Consumer Services - 7.1%
Grand Canyon Education, Inc. (a)		306,750		12,245,460
HealthStream, Inc. (a)		697,342		18,493,510
Sotheby's		201,600		5,523,840
Stamps.com, Inc. (a)		203,650		17,803,083
				54,065,893
Leisure - 0.8%
Fox Factory Holding Corporation (a)		329,000		5,714,730
Consumer Staples - 1.1%
Food/Beverage & Tobacco - 1.1%
MGP Ingredients, Inc.		222,550		8,508,087
Energy - 1.6%
Non-Renewable Energy - 1.6%
Matador Resources Company (a)		614,956		12,176,129
Financial Services - 1.8%
Investment Banking & Brokerage Services - 1.8%
Westwood Holdings Group, Inc.		264,071		13,678,878
Health Care - 27.4%
Health Care Services - 7.8%
Medidata Solutions, Inc. (a)		242,300		11,356,601
National Research Corporation - Class A		224,923		3,081,445
National Research Corporation - Class B		187,742		6,231,157
Omnicell, Inc. (a)		817,350		27,977,890
Press Ganey Holdings, Inc. (a)		274,066		10,784,497
				59,431,590
Medical Equipment & Services - 14.8%
Abaxis, Inc.		243,600		11,505,228
Align Technology, Inc. (a)		209,037		16,837,930

CONESTOGA SMALL CAP FUND

SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS - 94.9% (Continued)	Shares		Value
Health Care - 27.4% (Continued)
Medical Equipment & Services - 14.8% (Continued)
Bio-Techne Corporation		80,275	$	9,052,612
Cantel Medical Corporation		334,192		22,969,016
iRadimed Corporation (a)		169,000		3,677,440
Neogen Corporation (a)		428,300		24,091,875
Vascular Solutions, Inc. (a)		581,598		24,229,373
				112,363,474
Pharmaceuticals & Biotech - 4.8%
Ligand Pharmaceuticals, Inc. (a)		173,925		20,744,035
Repligen Corporation (a)		569,600		15,584,256
				36,328,291
Materials & Processing - 8.9%
Building Materials & Services - 7.3%
AAON, Inc.		765,500		21,058,905
Simpson Manufacturing Company, Inc.		499,300		19,957,021
Trex Company, Inc. (a)		317,800		14,275,576
				55,291,502
Chemicals and Synthetics - 1.6%
Balchem Corporation		202,050		12,052,282
Producer Durables - 19.1%
Commercial Services - 10.6%
CoStar Group, Inc. (a)		73,000		15,962,180
Exponent, Inc.		298,000		17,406,180
Healthcare Services Group, Inc.		442,200		18,298,236
Rollins, Inc.		486,343		14,235,260
WageWorks, Inc. (a)		240,400		14,378,324
				80,280,180
Machinery - 2.2%
Proto Labs, Inc. (a)		288,875		16,627,645
Scientific Instruments & Services - 4.8%
Mesa Laboratories, Inc.		199,586		24,549,078
Sun Hydraulics Corporation		415,225		12,328,030
				36,877,108

CONESTOGA SMALL CAP FUND

SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS - 94.9% (Continued)	Shares		Value
Producer Durables - 19.1% (Continued)
Transportation & Freight - 1.5%
Mobile Mini, Inc.		339,800	$	11,770,672
Technology - 24.3%
Electronics - 2.6%
NVE Corporation		137,700		8,076,105
Rogers Corporation (a)		197,350		12,058,085
				20,134,190
Information Technology - 21.7%
ACI Worldwide, Inc. (a)		771,315		15,048,356
Blackbaud, Inc.		353,868		24,027,637
Bottomline Technologies (de), Inc. (a)		703,755		15,151,845
Exa Corporation (a)		728,946		10,533,270
Fleetmatics Group plc (a)		380,250		16,476,232
NIC, Inc.		802,700		17,611,238
PROS Holdings, Inc. (a)		713,912		12,443,486
Rubicon Project, Inc. (The) (a)		530,500		7,241,325
SPS Commerce, Inc. (a)		399,800		24,227,880
Tyler Technologies, Inc. (a)		131,625		21,943,204
				164,704,473
Total Common Stocks (Cost $487,552,357)			$	721,284,897

MONEY MARKET FUNDS - 6.6%	Shares		Value
UMB Money Market Fiduciary, 0.01% (b) (Cost $49,772,566)		49,772,566	$	49,772,566
Total Investments at Value - 101.5% (Cost $537,324,923)			$	771,057,463
Liabilities in Excess of Other Assets - (1.5%)				(11,321,504	)
Net Assets - 100.0%			$	759,735,959

^(a) Non-income producing security.

^(b) The rate shown is the 7-day effective yield as of June 30, 2016.

See accompanying notes to Schedules of Investments.

CONESTOGA SMID CAP FUND

SCHEDULE OF INVESTMENTS

June 30, 2016 (Unaudited)

COMMON STOCKS - 103.9%	Shares		Value
Consumer Discretionary - 12.2%
Auto & Auto Parts - 2.6%
Dorman Products, Inc. (a)		5,000	$	286,000
Gentex Corporation		12,000		185,400
				471,400
Consumer Services - 8.1%
Bright Horizons Family Solutions, Inc. (a)		6,750		447,592
Grand Canyon Education, Inc. (a)		9,135		364,669
HealthStream, Inc. (a)		15,425		409,071
Stamps.com, Inc. (a)		2,850		249,147
				1,470,479
Leisure - 1.5%
Polaris Industries, Inc.		3,380		276,349
Energy - 2.1%
Energy Equipment & Services - 2.1%
Core Laboratories N.V.		3,125		387,156
Financial Services - 2.9%
Insurance - 2.9%
Markel Corporation (a)		560		533,557
Health Care - 24.1%
Health Care Services - 6.5%
Medidata Solutions, Inc. (a)		6,105		286,141
Omnicell, Inc. (a)		15,625		534,844
Press Ganey Holdings, Inc. (a)		9,025		355,134
				1,176,119
Medical Equipment & Services - 13.8%
Abaxis, Inc.		4,675		220,800
Align Technology, Inc. (a)		6,310		508,270
Bio-Techne Corporation		4,600		518,742
Cantel Medical Corporation		1,325		91,067
Neogen Corporation (a)		8,435		474,469
Teleflex, Inc.		1,250		221,638

CONESTOGA SMID CAP FUND

SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS - 103.9% (Continued)	Shares		Value
Health Care - 24.1% (Continued)
Medical Equipment & Services - 13.8% (Continued)
Vascular Solutions, Inc. (a)		11,750	$	489,505
				2,524,491
Pharmaceuticals & Biotech - 3.8%
Ligand Pharmaceuticals, Inc. (a)		3,035		361,985
Repligen Corporation (a)		12,000		328,320
				690,305
Materials & Processing - 9.3%
Building Materials & Services - 6.8%
AAON, Inc.		16,225		446,350
Simpson Manufacturing Company, Inc.		10,915		436,272
Trex Company, Inc. (a)		7,700		345,884
				1,228,506
Chemicals and Synthetics - 2.5%
Balchem Corporation		4,950		295,267
Rogers Corporation (a)		2,725		166,498
				461,765
Producer Durables - 29.6%
Commercial Services - 14.6%
Copart, Inc. (a)		12,440		609,684
CoStar Group, Inc. (a)		3,715		812,322
IHS, Inc. - Class A (a)		3,300		381,513
Rollins, Inc.		18,527		542,285
WageWorks, Inc. (a)		5,350		319,984
				2,665,788
Machinery - 4.8%
Graco, Inc.		6,020		475,520
Proto Labs, Inc. (a)		6,895		396,876
				872,396
Scientific Instruments & Services - 3.3%
A.O. Smith Corporation		2,925		257,722
Donaldson Company, Inc.		5,850		201,006
Sun Hydraulics Corporation		4,790		142,215
				600,943
Transportation & Freight - 6.9%
HEICO Corporation - Class A		7,575		406,399

CONESTOGA SMID CAP FUND

SCHEDULE OF INVESTMENTS (Continued)

COMMON STOCKS - 103.9% (Continued)	Shares		Value
Producer Durables - 29.6% (Continued)
Transportation & Freight - 6.9% (Continued)
Mobile Mini, Inc.		10,685	$	370,128
Wabtec Corporation		6,690		469,839
				1,246,366
Technology - 23.7%
Electronics - 1.3%
IPG Photonics Corporation (a)		3,000		240,000
Information Technology - 22.4%
ACI Worldwide, Inc. (a)		19,925		388,737
ANSYS, Inc. (a)		6,495		589,421
Blackbaud, Inc.		7,995		542,860
Bottomline Technologies (de), Inc. (a)		12,795		275,476
Fleetmatics Group plc (a)		8,705		377,188
Guidewire Software, Inc. (a)		4,350		268,656
NIC, Inc.		15,600		342,264
SPS Commerce, Inc. (a)		7,410		449,046
Tyler Technologies, Inc. (a)		3,560		593,488
Ultimate Software Group, Inc. (The) (a)		1,230		258,657
				4,085,793
Total Common Stocks (Cost $17,185,863)			$	18,931,413

MONEY MARKET FUNDS - 0.9%	Shares		Value
UMB Money Market Fiduciary, 0.01% (b) (Cost $171,873)		171,873	$	171,873
Total Investments at Value - 104.8% (Cost $17,357,736)			$	19,103,286
Liabilities in Excess of Other Assets - (4.8%)				(876,315	)
Net Assets - 100.0%			$	18,226,971

^(a) Non-income producing security.

^(b) The rate shown is the 7-day effective yield as of June 30, 2016.

See accompanying notes to Schedules of Investments.

CONESTOGA FUNDS

NOTES TO SCHEDULE OF INVESTMENTS

June 30, 2016 (Unaudited)

1. Securities Valuation

Conestoga Small Cap Fund and Conestoga SMid Cap Fund (individually, a “Fund” and collectively, the “Funds”) value their respective portfolio securities at market value as of the close of regular trading on the New York Stock Exchange (the “NYSE”) (normally 4:00 p.m. Eastern time) on each business day the NYSE is open for business. Securities that are traded on any exchange are valued at the last quoted sale price on the primary exchange. Securities which are quoted by NASDAQ are valued at the NASDAQ Official Closing Price. Lacking a last sale price, a security is valued at its last bid price except, when in the opinion of Conestoga Capital Advisors, LLC (the Funds’ “Adviser”), the last bid price does not accurately reflect the current value of the security. All other securities for which over-the-counter market quotations are readily available are valued at their last bid price. When market quotations are not readily available, when the Adviser determines the last bid price does not accurately reflect the current value or when restricted securities are being valued, such securities are valued as determined in good faith by the Adviser, in conformity with guidelines adopted by and subject to review of the Board of Trustees of the Trust. Under these procedures, the securities will be classified as Level 2 or 3 within the fair value hierarchy (see below), depending on the inputs used. Unavailable or unreliable market quotes may be due to the following factors: a substantial bid-ask spread; infrequent sales resulting in stale prices; insufficient trading volume; small trade sizes; a temporary lapse in any reliable pricing source; and actions of the securities or futures markets, such as the suspension or limitation of trading. As a result, the prices of securities used to calculate each Fund’s net asset value (“NAV”) may differ from quoted or published prices for the same securities.

Accounting principles generally accepted in the United States (“GAAP”) establish a single authoritative definition of fair value, set out a framework for measuring fair value and require additional disclosures about fair value measurements.

Various inputs are used in determining the value of the Funds’ investments. These inputs are summarized in the three broad levels listed below:

· Level 1 – quoted prices in active markets for identical securities

· Level 2 – other significant observable inputs

· Level 3 – significant unobservable inputs

The inputs or methods used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement.

The following is a summary of the inputs used to value the Funds’ investments as of June 30, 2016:

Conestoga Small Cap Fund	Level 1		Level 2		Level 3		Total
Common Stocks	$	721,284,897	$	-	$	-	$	721,284,897
Money Market Funds		49,772,566		-		-		49,772,566
Total	$	771,057,463	$	-	$	-	$	771,057,463

CONESTOGA FUNDS

NOTES TO SCHEDULE OF INVESTMENTS (Continued)

Conestoga SMid Cap Fund	Level 1		Level 2		Level 3		Total
Common Stocks	$	18,931,413	$	-	$	-	$	18,931,413
Money Market Funds		171,873		-		-		171,873
Total	$	19,103,286	$	-	$	-	$	19,103,286

Refer to each Fund’s Schedule of Investments for a listing of the common stocks by industry type. As of June 30, 2016, the Funds did not have any transfers between Levels. In addition, the Funds did not have any derivative instruments or assets or liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of June 30, 2016. It is the Funds’ policy to recognize transfers between Levels at the end of the reporting period.

2. Investment Transactions

Security transactions are accounted for on trade date. Realized gains and losses on securities sold are determined on a specific identification basis.

3. Federal Income Tax

The following information is computed on a tax basis for each item as of June 30, 2016:

	Conestoga Small Cap Fund			Conestoga SMid Cap Fund
Tax cost of portfolio investments	$	537,829,397		$	17,358,551
Gross unrealized appreciation	$	243,627,638		$	2,549,515
Gross unrealized depreciation		(10,399,572	)		(804,780	)
Net unrealized appreciation	$	233,228,066		$	1,744,735

The difference between the federal income tax cost of portfolio investments and the Schedules of Investments cost is due to certain timing differences in the recognition of capital gains and losses under income tax regulations and GAAP. These “book/tax” differences are temporary in nature and are due to the tax deferral of losses on wash sales.

4. Sector Risk

If a Fund has significant investments in the securities of issuers within a particular sector, any development affecting that sector will have a greater impact on the value of the net assets of the Fund than would be the case if the Fund did not have significant investments in that sector. In addition, this may increase the risk of loss in the Fund and increase the volatility of the Fund’s NAV per share. Occasionally, market conditions, regulatory changes or other developments may negatively impact a particular sector, and therefore the value of the Fund’s portfolio will be adversely affected. As of June 30, 2016, Conestoga Small Cap Fund had 27.4% of the value of its net assets invested in stocks within the Health Care sector and Conestoga SMid Cap Fund had 29.6% of the value of its net assets invested in stocks within the Producer Durables sector.

Item 2. Controls and Procedures.

(a) Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) as of a date within 90 days of the filing date of this report, the registrant’s principal executive officer and principal financial officer have concluded that such disclosure controls and procedures are reasonably designed and are operating effectively to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which this report is being prepared, and that such information is recorded, processed, summarized, and reported on a timely basis.

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 3. Exhibits.

File as exhibits as part of this Form a separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)): Attached hereto

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)	Conestoga Funds
By (Signature and Title)*		/s/ William C. Martindale, Jr.
		William C. Martindale, Jr., Chief Executive Officer
Date	August 16, 2016
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)*		/s/ William C. Martindale, Jr.
		William C. Martindale, Jr., Chief Executive Officer
Date	August 16, 2016
By (Signature and Title)*		/s/ Robert M. Mitchell
		Robert M. Mitchell, Treasurer and Chief Financial Officer
Date	August 16, 2016

^* Print the name and title of each signing officer under his or her signature.