3
                             DISTRIBUTION AGREEMENT


     This  DISTRIBUTION  AGREEMENT,  dated  as  of March ___, 2001 among CALVERT
IMPACT  FUND,  INC.  (the  "Fund"),  CALVERT  DISTRIBUTORS,  INC.,  a  Delaware
corporation  and  BOE  SECURITIES, INC., a _________________ corporation (each a
"Distributor,"  together,  the  "Distributors").

     WHEREAS, the Fund is registered as an open-end investment company under the
Investment  Company  Act of 1940 (the "1940 Act") and has registered its shares,
including  shares  of its series, Calvert South Africa Fund, (the "Series"), for
sale to the public under the Securities Act of 1933 (the "1933 Act") and various
state  securities  laws;

     WHEREAS,  the  Fund  wishes  to  retain  each  Distributor as the principal
co-underwriters  in  connection  with the offer and sale of shares of the Series
(the  "Shares") and to furnish certain other services to the Series as specified
in  this  Agreement;

     WHEREAS, each Distributor is willing to act as principal co-underwriter and
to  furnish  such  services  on  the terms and conditions hereinafter set forth;

     NOW,  THEREFORE,  in  consideration  of  the  promises and mutual covenants
herein  contained,  it  is  agreed  as  follows:

     1.     The  Fund  hereby  appoints  each  Distributor  as  principal
co-underwriter  in  connection  with  the  offer  and  sale  of its Shares.  The
Distributor  shall,  as  agent  for  the Fund, subject to applicable federal and
state law and the Declaration of Trust or Articles of Incorporation, and By-laws
of  the  applicable  Fund  and  in  accordance  with  the representations in the
applicable  Fund's  Registration Statement and Prospectus, as such documents may
be  amended  from  time  to  time:  (a)  promote  the  Series;  (b)  enter  into
appropriate  dealer  agreements  with other registered broker-dealers to further
distribution  of  the  Shares; (c) solicit orders for the purchase of the Shares
subject  to  such  terms  and conditions as the applicable Fund may specify; (d)
transmit  promptly orders and payments for the purchase of Shares and orders for
redemption  of  Shares  to the applicable Fund's transfer agent; and (e) provide
services  agreed  upon  by the applicable Fund to Series shareholders; provided,
however,  that  each  Distributor  may sell no Shares pursuant to this Agreement
until  each Distributor is notified that the Fund's Registration Statement under
the  1933 Act, authorizing the sale of such Shares through each Distributor, has
become  effective.  The Distributor shall comply with all applicable federal and
state laws and offer the Shares on an agency or "best efforts" basis under which
the  Fund  shall  only  issue  such  Shares  as  are  actually  sold.

     2.     The public offering price of the Shares shall be the net asset value
("NAV")  per  share  (as  determined  by the applicable Fund) of the outstanding
Shares  of the Series, plus the applicable sales charge, if any, as set forth in
the  Fund's  then  current  Prospectus.  The Fund shall furnish each Distributor
with  a  statement  of  each computation of NAV and of the details entering into
such  computation.

3.     Compensation.

     a.     Distribution  Fee.

     i.  Class A. In consideration of each Distributor's services as distributor
for  the  Class  A  Shares of the Fund, the Fund may pay to each Distributor the
Distribution  Fee  as  set forth in Schedule I to this Agreement that is payable
pursuant  to  the  Fund's  Distribution  Plan.

     ii.  Class  B.  In  consideration  of  each  Distributor's  services  as
distributor  for  the  Class  B  Shares  of the Fund, the Fund shall pay to each
Distributor  (or its designee or transferee) the Distributor's Allocable Portion
of  the Distribution Fee; (as set forth in Schedule I to this Agreement) that is
payable  pursuant  to  the  Fund's  Distribution  Plan in respect of the Class B
Shares  of  the  Fund.  For  purposes  of  this  Agreement,  each  Distributor's
"Allocable  Portion"  of  the Distribution Fee shall be 50% of such Distribution
Fee  unless  or  until  the  Fund uses a principal underwriter other than either
Distributor  and  thereafter  the  Allocable Portion shall be the portion of the
Distribution  Fee  attributable  to  (i) Class B Shares of the Fund sold by each
Distributor  ("Commission  Shares"),  (ii)  Class B Shares of the Fund issued in
connection  with  the  exchange  of Commission Shares of another Fund, and (iii)
Class  B  Shares  of  the  Fund  issued  in  connection with the reinvestment of
dividends  and  capital  gains.

     The  Distributor's  Allocable  Portion  of  the  Distribution  Fee  and the
contingent  deferred  sales  charges  arising in respect of Class B Shares taken
into  account in computing each Distributor's Allocable Portion shall be limited
under Rule 2830 of the Conduct Rules or other applicable regulations of the NASD
as  if  the  Class  B  Shares taken into account in computing each Distributor's
Allocable Portion themselves constituted a separate class of shares of the Fund.

     The  services  rendered  by  each Distributor for which each Distributor is
entitled  to receive the Distributor's Allocable Portion of the Distribution Fee
shall  be  deemed  to have been completed at the time of the initial purchase of
the  Commission Shares (whether of the Fund or another Fund in the Calvert Group
of  Funds) taken into account in computing each Distributor's Allocable Portion.
Notwithstanding  anything  to  the  contrary in this Agreement, each Distributor
shall  be paid its Allocable Portion of the Distribution Fee notwithstanding the
Distributor's  termination as principal underwriter of the Class B Shares of the
Fund,  or  any  termination  of  this  Agreement other than in connection with a
Complete  Termination  (as  defined  in  the  Distribution  Plan) of the Class B
Distribution  Plan  as  in  effect  on  the  date  of this Agreement.  Except as
provided  in  the  preceding  sentence,  the  Fund's  obligation  to  pay  the
Distribution  Fee  to  each  Distributor shall be absolute and unconditional and
shall not be subject to any dispute, offset, counterclaim or defense whatsoever,
(it  being  understood that nothing in this sentence shall be deemed a waiver by
the  Fund  of its right separately to pursue any claims it may have against each
Distributor and to enforce such claims against any assets (other than its rights
to  be  paid  its  Allocable  Portion of the Distribution Fee and to be paid the
contingent  deferred  sales  charges)  of  each  Distributor.

     iii.  Class  C.  In  consideration  of  each  Distributor's  services  as
distributor  for  the  Class  C  Shares  of the Fund, the Fund shall pay to each
Distributor  their portion of the Distribution Fee as set forth in Schedule I to
this  Agreement  that  is  payable  pursuant  to  the  Fund's Distribution Plan.

     b.     Service  Fee.  As  additional  compensation,  for  Class A, Class B,
Class  C and Class I Shares of the Series, the Fund shall pay each Distributor a
service  fee  (as that term is defined by the National Association of Securities
Dealers,  Inc.  ("NASD"))  as set forth in Schedule II to this Agreement that is
payable  pursuant  to  the  Fund's  Distribution  Plan.

     c.     Front-end  Sales  Charges.  As  additional  compensation  for  the
services  performed  and  the  expenses  assumed  by each Distributor under this
Agreement, each Distributor may, in conformity with the terms and conditions set
forth  in the then current Prospectus of the Fund, impose and retain for its own
account  the  amount  of  the  front-end sales charge, if any, and may reallow a
portion of any front-end sales charge to other broker-dealers, all in accordance
with  NASD  rules.

     d.     Contingent  Deferred  Sales  Charge.  Each  Fund  will  pay  to each
Distributor (or its designee or transferee) in addition to the fees set forth in
Section  3 hereof any contingent deferred sales charge imposed on redemptions of
that  Fund's  Class  A, Class B and Class C Shares upon the terms and conditions
set forth in the then current Prospectus of that Fund.  Notwithstanding anything
to  the  contrary  in  this  Agreement,  each  Distributor  shall  be  paid such
contingent  deferred  sales  charges  in  respect  of  Class B Shares taken into
account  in  computing  each Distributor's Allocable Portion of the Distribution
Fee  notwithstanding  the  Distributor's termination as principal underwriter of
the  Class  B shares of the Fund or any termination of this Agreement other than
in connection with a Complete Termination of the Class B Distribution Plan as in
effect  on  the  date  of  this  Agreement.  Except as provided in the preceding
sentence,  the Fund's obligation to remit such contingent deferred sales charges
to each Distributor shall not be subject to any dispute, offset, counterclaim or
defense  whatsoever,  it being understood that nothing in this sentence shall be
deemed  a waiver by the Fund of its right separately to pursue any claims it may
have  against  each  Distributor  and  to enforce such claims against any assets
(other  than  each  Distributor's  right to be paid its Allocable Portion of the
Distribution  Fee  and to be paid the contingent deferred sales charges) of each
Distributor.  No  Fund  will  waive  any contingent deferred sales charge except
under  the  circumstances set forth in the Fund's current Prospectus without the
consent of each Distributor (or, if rights to payment have been transferred, the
transferee),  which  consent  shall  not  be  unreasonably  withheld.

     4.     Payments to Distributor's Transferees.  The Distributor may transfer
the  right to payments hereunder (but not its obligations hereunder) in order to
raise  funds  to cover distribution expenditures, and any such transfer shall be
effective  upon written notice from each Distributor to the Fund.  In connection
with  the  foregoing,  the  Fund  is  authorized  to  pay  all  or a part of the
Distribution  Fee and/or contingent deferred sales charges in respect of Class B
Shares  directly  to  such  transferee  as  directed  by  each  Distributor.

     5.     Changes  in  Computation  of  Fee,  etc.  As  long  as  the  Class B
Distribution  Plan  is  in effect, the Fund shall not change the manner in which
the  Class B Distribution Fee is computed (except as may be required by a change
in  applicable  law  or  a change in accounting policy adopted by the Investment
Companies  Committee  of  the  AICPA  and  approved  by  FASB  that results in a
determination  by  the  Fund's  independent  accountants  that  any of the sales
charges in respect of such Fund, which are not contingent deferred sales charges
and  which  are not yet due and payable, must be accounted for by such Fund as a
liability  in  accordance  with  GAAP).

     6.     As  used  in this Agreement, the term "Registration Statement" shall
mean  the  registration  statement  most  recently  filed  by  the Fund with the
Securities  and  Exchange  Commission  and effective under the 1933 Act, as such
Registration  Statement  is  amended  by  any  amendments thereto at the time in
effect, and the term "Prospectus" shall mean the form of prospectus filed by the
Fund  as  part  of  the  Registration  Statement.

     7.     Each Distributor shall print and distribute to prospective investors
Prospectuses, and may print and distribute such other sales literature, reports,
forms,  and  advertisements  in connection with the sale of the Shares as comply
with  the  applicable  provisions  of federal and state law.  In connection with
such sales and offers of sale, each Distributor shall give only such information
and  make  only  such  statements or representations, and require broker-dealers
with  whom  it  enters  into dealer agreements to give only such information and
make only such statements or representations, as are contained in the Prospectus
or  in  information  furnished  in writing to each Distributor by the Fund.  The
Fund  shall  not be responsible in any way for any other information, statements
or  representations  given or made by each Distributor, other broker-dealers, or
the  representatives  or  agents  of  each  Distributor  or such broker-dealers.
Except  as  specifically  permitted under the Distribution Plan under Rule 12b-1
under the 1940 Act, as provided in paragraph 3 of this Agreement, the Fund shall
bear  none  of the expenses of each Distributor in connection with its offer and
sale  of  the  Shares.

     8.     The  Fund  agrees at its own expense to register the Shares with the
Securities  and  Exchange  Commission, state and other regulatory bodies, and to
prepare  and  file  from time to time such Prospectuses, amendments, reports and
other documents as may be necessary to maintain the Registration Statement.  The
Fund  shall  bear  all  expenses  related  to  preparing  and  typesetting  its
Prospectus(es)  and  other  materials  required  by law and such other expenses,
including  printing  and  mailing  expenses related to the Fund's communications
with  persons  who  are  shareholders  of  the  Fund.

     9.     The  Fund agrees to indemnify, defend and hold each Distributor, its
several  officers  and  directors,  and any person who controls each Distributor
within  the  meaning  of  Section 15 of the 1933 Act, free and harmless from and
against  any  and  all  claims, demands, liabilities and expenses (including the
cost  of  investigating or defending such claims, demands or liabilities and any
counsel  fees  incurred  in  connection  therewith)  which each Distributor, its
officers  or directors, or any such controlling person may incur, under the 1933
Act  or  under common law or otherwise, arising out of or based upon any alleged
untrue  statement  of a material fact contained in its Registration Statement or
Prospectus  or  arising  out  of  or  based upon any alleged omission to state a
material  fact  required to be stated in either thereof or necessary to make the
statements  in  either  thereof  not misleading, provided that in no event shall
anything  contained  in  this  Agreement  be  construed  so  as  to protect each
Distributor  against any liability to the Fund or its shareholders to which each
Distributor  would  otherwise  be  subject by reason of willful misfeasance, bad
faith,  or  gross  negligence, in the performance of its duties, or by reason of
its  reckless  disregard  of  its  obligations  and duties under this Agreement.

     10.     Each Distributor agrees to indemnify, defend and hold the Fund, its
several  officers and directors, and any person who controls the Fund within the
meaning  of  Section  15 of the 1933 Act, free and harmless from and against any
and  all  claims,  demands,  liabilities  and  expenses  (including  the cost of
investigating  or  defending such claims, demands or liabilities and any counsel
fees  incurred  in  connection  therewith)  which  the  Fund,  its  officers  or
directors, or any such controlling person may incur, under the 1933 Act or under
common  law  or  otherwise,  arising  out  of  or  based upon any alleged untrue
statement  or  a  material fact contained in information furnished in writing by
each  Distributor  to  the  Fund  for  use  in  the  Registration  Statement  or
Prospectus(es)  or  arising out of or based upon any alleged omission to state a
material  fact  in connection with such information required to be stated in the
Registration  Statement  or Prospectus(es) or necessary to make such information
not  misleading.

     11.     The  Fund  reserves the right at any time to withdraw all offerings
of  the  Shares  by  written notice to each Distributor at its principal office.

12.     Each Distributor is an independent contractor and shall be agent for the
Fund  only  in  respect to the offer, sale and redemption of that Fund's Shares.

     13.     The  services  of each Distributor to the Fund under this Agreement
are  not  to  be  deemed exclusive, and each Distributor shall be free to render
similar  services  or other services to others so long as its services hereunder
are  not  impaired  thereby.

     14.     Each  Distributor  acknowledges  that it has received notice of and
accepts  the  limitations upon the liability of any Fund organized as a business
trust set forth in the Fund's Declaration of Trust.  The Distributor agrees that
the  obligations of the Fund hereunder in any case shall be limited to such Fund
and  to  its assets and that each Distributor shall not seek satisfaction of any
such  obligation  from  the  shareholders of such the Fund nor from any Trustee,
officer,  employee  or  agent  of  such  Fund.

     15.     The  Fund  shall  not  use  the  name  of either Distributor in any
Prospectus,  sales  literature  or  other  material  relating to the Fund in any
manner  not  approved prior thereto by each Distributor; provided, however, that
each  Distributor  shall  approve  all  uses  of  its name which merely refer in
accurate  terms  to  its  appointment  hereunder  or  which  are required by the
Securities  and  Exchange  Commission  or  a  State  Securities Commission; and,
provided further, that in no event shall such approval be unreasonably withheld.
The  Distributor  shall not use the name of the Fund in any material relating to
each Distributor in any manner not approved prior thereto by the Fund; provided,
however  that  the Fund shall approve all uses of its name which merely refer in
accurate  terms  to  the  appointment of each Distributor hereunder or which are
required  by  the  Securities  and  Exchange  Commission  or  a State Securities
Commission;  and,  provided  further,  that  in  no event shall such approval be
unreasonably  withheld.

     16.     Each  Distributor  shall  prepare  written reports for the Board of
Trustees/Directors  of  the  Fund  on  a  quarterly  basis  showing  information
concerning  services  provided  and  expenses incurred which are related to this
Agreement  and  such  other information as from time to time shall be reasonably
requested  by  the  Fund's  Board  of  Trustees/Directors.

     17.     As  used  in  this  Agreement,  the terms "assignment," "interested
person,"  and  "majority  of  the  outstanding voting securities" shall have the
meaning  given  to  them  by  Section  2(a)  of  the  1940  Act, subject to such
exemptions  as  may  be granted by the Securities and Exchange Commission by any
rule, regulation or order; provided, however that, in order to obtain financing,
each  Distributor  may  assign to a lending institution the payments due to each
Distributor  under  this  Agreement without it constituting an assignment of the
Agreement.

     18.     Subject  to  the  provisions  of  sections  19  and  20 below, this
Agreement  will remain in effect for two years from the date of is execution and
from  year  to  year  thereafter, provided that neither Distributor notifies the
Fund  in  writing  at  least sixty (60) days prior to the expiration date in any
year  that  it  does not wish continuance of the Agreement as to the Fund for an
additional  year.

     19.     Termination.  This  Agreement  shall automatically terminate in the
event of its assignment and may be terminated at any time without the payment of
any  penalty  by  the  Fund or by either Distributor on sixty (60) days' written
notice  to  the  other party.  The Fund may effect such termination by a vote of
(i)  a  majority of the Board of Trustees/Directors of the Fund, (ii) a majority
of  the  Trustees/Directors  who are not interested persons of the Fund, who are
not  parties  to  this  Agreement or interested persons of such parties, and who
have  no  direct  or  indirect  financial  interest  in  the  operation  of  the
Distribution  Plan,  in this Agreement or in any agreement related to the Fund's
Distribution  Plan (the "Rule 12b-1 Trustees/Directors"), or (iii) a majority of
the  outstanding  voting  securities  of  the  relevant  Series.

     20.     This  Agreement  shall  be  submitted  for  renewal to the Board of
Trustees/Directors  of  the  Fund at least annually and shall continue in effect
only  so  long as specifically approved at least annually (i) by a majority vote
of  the Fund's Board of Trustees/Directors, and (ii) by the vote of the majority
of  the  Rule  12b-1 Trustees/Directors of the Fund, cast in person at a meeting
called  for  the  purpose  of  voting  on  such  approval.

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
executed  on  the  date  first  above  written  by their officers thereunto duly
authorized.


Attest:                              CALVERT  IMPACT  FUND,  INC.


By:__________________________          By:__________________________
                                   William  M.  Tartikoff
                                   Vice  President


Attest:                              CALVERT  DISTRIBUTORS,  INC.


By:__________________________          By:__________________________
                                   Ronald  M.  Wolfsheimer
                                   Senior  Vice  President


Attest:                              BOE  SECURITIES,  INC.


By:__________________________          By:__________________________
                              Name:
                              Title:



                                   SCHEDULE I

                                Distribution Fee


Fees  are  expressed as a percentage of average annual daily net assets, and are
payable  monthly.

Class  A*     Class  B     Class  C          Class  I

N/A          0.75          0.75               N/A

*Distributor  reserves  the  right to waive all or a portion of the distribution
fee  from  time  to  time.


DATED:  March  2001


                                   SCHEDULE II

                                   Service Fee

Fees  are  expressed  as a percentage of average annual daily net assets and are
payable  monthly.


Class  A   Class  B       Class  C      Class  I

0.25       0.25            0.25              N/A


DATED:  March  2001