RUSHALL & McGEEVER
A Professional Law Corporation
2111 Palomar Airport Road, Suite 200
Carlsbad, California 92009
Telephone (619) 438-6855
Facsimile (619) 438-3026
April 9, 1996 via ELECTRONIC TRANSMISSION
Filing Desk
U.S. SECURITIES AND EXCHANGE COMMISSION
450 5th Street, N.W.
Washington, DC 20549
Re: Centurion T.A.A. Fund, Inc.
Post-Effective Amendment No. 22 to Form N-1A
1933 Act File No. 2-73955
1940 Act File No. 811-3257
Ladies and Gentlemen:
We hereby submit for filing on behalf of the above Registrant, pursuant
to Rule 485(b), Post-Effective Amendment No. 22. The Post-Effective
Amendment is being filed under both the Securities Act of 1993 (the
"1993 Act") and the Investment Company Act of 1940 (the "1940 Act").
The purpose of Post-Effective Amendment No. 22 is (1) to amend (by
Supplement No. 1) the performance and financial highlights sections of
the Prospectus and amend the Statement of Additional Information (SAI)
to reflect the Fund's financial statements for its year ended
December 31, 1995 and to file those financial statements as part of
the SAI.
Applicant has also included as part of Supplement No. 1 disclosure
regarding certain proposed changes to the Fund's fundamental investment
policies which are be considered for approval by the Fund's shareholders
at the Annual Meeting of Shareholders. The Fund has filed its
preliminary proxy material for this meeting and it is presently being
reviewed by the Staff. Applicant desires to include this information
in the Post-Effective Amendment rather than file it separately as a
Rule 497 "sticker".
We understand that the Post-Effective Amendment will be effective
upon its filing with the Commission. Please contact us at your
earliest convenience with any additional questions or comments you
may have.
Very truly yours,
BRUCE J. RUSHALL
BJR/ask
Enclosures
c/w/enc: Kevin Rupert (Mail Stop 10-S)
Jack K. Heilbron
Kenneth W. Elsberry
