IAA TRUST ASSET ALLOCATION FUND INC
24F-2NT, 1997-08-29
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      U.S. SECURITIES AND EXCHANGE COMMISSION
              Washington, D.C.  20549
                          
                     FORM 24f-2
Annual Notice of Securities Sold Pursuant to Rule 24f-2
                          
Read Instructions at end of Form before preparing Form.
               Please print or type.


1.   Name and address of issuer:   

     IAA Trust Asset Allocation Fund, Inc.

                          808 IAA Drive
                          Bloomington, IL 61702



2.   Name of each series or class of funds for which this
notice is filed:       
       
                    IAA Trust Asset Allocation Fund



3.   Investment Company Act File Number:          811-2839
  
      Securities Act File Number:            2-62538        



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 issuers'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:

      274,886  shares were sold for an aggregate price of 
$3,715,120



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

      274,886  shares were sold for an aggregate price of
$3,715,120 



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):

       60,513  shares were reinvested for an aggregate price of 
 $776,909






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          $  3,715,120

     (ii) Aggregate price of shares issued
           in connection with dividend reinvestment plans
           (from item 11, if applicable  +        776,909

    (iii) Aggregate price of shares redeemed
           or repurchased during the fiscal year
           (if applicable)                  -      1,528,495

     (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       2,963,534

     (vi) Multiplier prescribed by Section 6(b) of the 
            Securities Act of 1933 or other applicable 
            law or regulation (see instruction C.6)                          
                                  x 1/33rd of 1%

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

                                        $ 898.04

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 28, 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:  /s/ Robert W. Weldon                     

          Treasurer                                            
                 
     (Signature and Title*)     



Date:      August        22   ,   19 97   



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








Office of the General Counsel


August 21, 1997


IAA Trust Asset Allocation Fund, Inc.
808 IAA Drive
Bloomington, IL  61702

Ladies and Gentlemen:

We understand that IAA Trust Asset Allocation Fund, Inc.,
Bloomington, Illinois, Securities Act of 1933 Registration No.
2-62538, elected in its Registration Statement to register an
indefinite number of shares of its capital stock pursuant to
Rule 24f-2.  You have requested our opinion in connection with
making definite the registration under the Securities Act of
1933 of 274,886 shares of capital stock publicly issued and
60,513 shares of capital stock issued in connection with a
dividend reinvestment plan by IAA Trust Asset Allocation Fund,
Inc., during its fiscal year ended June 30, 1997, pursuant to
Rule 24f-2.

On the basis of information and documents furnished us by
representatives of IAA Trust Asset Allocation Fund, Inc., it is
my opinion that:

1.   IAA Trust Asset Allocation Fund, Inc. is a corporation
duly organized and validly existing under the laws of the State
of Maryland.

2.   That such corporation has authorized capital stock of
10,000,000 shares of the par value of $1.00 per share.

3.   That all necessary action has been taken to duly
authorize the issuance of 335,399 shares of the capital stock
of the corporation with a par value of $1.00 per share and that
such shares were validly authorized, legally issued, fully paid
and non-assessable.

Consent is hereby granted for you to file this opinion letter
with the Securities and Exchange Commission as an Exhibit to
your Rule 24f-2 Notice which Notice is being filed by IAA Trust
Asset Allocation Fund, Inc. for the purpose of making definite
the registration of 335,399 shares of capital stock, par value
$1.00 per share.

Very truly yours,

OFFICE OF THE GENERAL COUNSEL

/s/ Paul M. Harmon

Paul M. Harmon
General Counsel

gs




ILLINOIS AGRICULTURAL ASSOCIATION  and AFFILIATED COMPANIES
1701 Towanda Avenue/P. O. Box 2901/Bloomington, Illinois 61701
Telephone:  309/557/2542  To call writer direct:  309/557/2210
Fax:  309/557/2211

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