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:
IAI LifeUSA Funds, Inc.
3700 First Bank Place 601 Second
Avenue South Minneapolis, MN 55402
2. Name of each series or class of securities
for which
this form is filed (If the Form is being
filed for all series and classes of
securities of the issuer, check the box
but do not list series or classes):
LifeUSA Aggressive Growth Fund
LifeUSA Growth Fund
LifeUSA Global Fund
LifeUSA Balanced Fund LifeUSA Current Income
Fund
LifeUSA Principal Preservation Fund
3. Investment Company Act File Number:
Securities Act File Number: 333-14233
4(a). Last day of fiscal year for which this Form is
filed:
10/30/98
4(b). X Check box if this Form is being filed late
(i.e., more than 90 calendar days
after the end of the issuer's fiscal year).
Note: If the Form is being filed late, interest
must
be paid on the registration fee
due.
4(c). X Check box if this is the last time the issuer
will be filing this Form.
5. Calculation of registration fee:
(i) Aggregate sale price of
$332,368 securities sold during the fiscal
year pursuant to section 24(f):
(ii) Aggregate price of securities
$714,902 redeemed or repurchased during
the
fiscal year:
(iii) Aggregate price of securities
$0 redeemed or repurchased during any
prior fiscal year ending no earlier than October 11,
1995 that were not previously used to reduce
registration fees payable to the Commission:
(iv) Total available redemption
$714,902 credits [add Items 5(ii) and
5(iii)]:
(v)Net sales - if Item 5(i) is greater
$0
than Item 5(iv) [subtract Item 5(iv)
from Item 5(i)]:
(vi) Redemption credits available
($382,534)
for use in future years - if Item
5(i) is less than Item 5(iv)
[subtract Item 5(iv) from Item
5(i)]:
(vii) Multiplier for determining
.000295
registration fee (See Instruction
C.9):
(viii) Registration fee due [multiply
=$0
Item 5(v) by Item 5(vii)] (enter "0"
if no fee is due):
6. Prepaid Shares
If the response to Item 5(i) was determined by
deducting an amount of securities that were
registered under the Securities Act of 1933
pursuant to rule 24e-2 as in effect
before [effective date of rescission
of rule 24e-2], then report the amount
of securities (number of shares or
other units) deducted here: 0. If
there is a number of shares or other
units that were registered pursuant to
rule 24e-2 remaining unsold at the end
of the fiscal year for which this form
is filed that are available for use by
the issuer in future fiscal years,
then state that number here: 0.
7. Interest due - if this Form is being filed
more
than 90 days after the end of the
issuer's fiscal year (see Instruction
D):
+$0
8. Total of the amount of the registration fee
due
plus any interest due [line 5(viii)
plus line 7]:
=$0
9. Date the registration fee and any
interest payment was sent to the
Commission's lockbox depository:
Method of Delivery:
Wire Transfer
Mail or other means
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):
________________________________________
Paul Perseke, Vice
President
Date: ______________
