CENTURION T A A FUND INC
N-30D, 1998-02-27
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					CENTURION T.A.A FUND, INC.
					   Portfolio Review
					as of December 31, 1997


	Fund Highlights				Top Ten Holdings
Net Assets			$8,268,736		                         Hershey Creamery		     3.1%
							                                           First National Bank 
							                                           of Anchorage		         3.0%
NAV Per Share:					                               National Bancorp of	
	Class A		$3.35			                                Alaska			              2.3%
	Class B		$3.33			                                Foodmaker Corp 9.25%	  1.8%
	Class C		$3.33			                                Agouron Pharmaceutical	1.6%
	Class D		$3.36			                                Transcoastal Marine	   1.5%
						                                           	Genentech		            1.5%
Shares Outstanding	 2,484,106		                   Station Casinos		      1.2%
                                           							Rock Bottom			         1.2%
							                                           Eastman Kodak		        1.2%




Porfolio Allocation	
as of December 31, 1997				                       Top Ten Sectors	
				
			                                           				Cash/Commercial Paper	22.7%
Chart							                                      Mining/Precious Metals 7.0%
							                                           Biotechnology		        6.7%
							                                           Computer and Related   6.1%
							                                           Retail			              5.6%
							                                           Entertainment/Leisure  5.4%  	
							                                           Regional Banks	      	 5.3%
						                                           	Consumer	           		 4.9%
							                                           Healthcare/Medical Prod4.5%
							                                           Restaurants	        		 4.2%

				TOTAL RETURN					
			Through December 31, 1997				
(Since new management and investment objectives--January 1995)
					
					              Last	Sinc		Date of
			        Quarter	TwelveChange or	First
					              MonthsFirst Sales	Sale
Class A:(1)		-13.10%	*	-9.03%	1/07/97
Class B:		   - 8.01%	*	-4.39%	1/07/97
Class C:		   - 8.28%	-5.13%-0.52% 	
Class D:		   - 8.20%	-5.13%-2.73%	12/06/96

*Shares of this Class not available for the total period
(1) After a commission load of 4.75%

				

				TOTAL RETURN
			Through December 31, 1997
			(Since inception--January 1982)

      			      		Last	
			      Quarter	Twelve	Five	Ten 	Since
					            Months	Years	Years	Inception

Class A:(1)		-13.10%	*		*	*	-9.03%
Class B:   		- 8.01%	*		*	*	-4.39%
Class C:		   - 8.26%	-5.13%	-8.49%-2.92% 3.96%
Class D:		   - 8.20%	-5.13%	*	*	-2.73%

*Shares of this Class not available for the total period
(1) After a commission load of 4.75%				


CENTURION T.A.A. FUND, INC.

	
							1998 Annual Report
	
	In 1997 the Fund went through three separate and distinct phases. At the
beginning of the year it appeared that the markets were greatly overvalued, 
and highter inflation rates were widely anticipated.  Accordingly, we positioned
the Fund for a correction with option puts and short positions and with 
approximately 9% of the portfolio in mining and precious metal stocks.

	As you know, the anticipated correction did not materialize, and the Fund
had a 5.4% negative return in the first five months of the year.  We reacted to
this by repositioning the Fund,  and as a result, the early negative results 
were more than offsetr by a positive return of 9.3% for the next five months--
a period in which the Dow Jones Industrial Average declined a record 554 
points in one day.

	The third phase began late in the year.  During that period we took 
losses in several stocks, including Galoob Toys, Country Star Restuarants,
Southern Energy Homes and Northwestern Steen & Wire.  We had profitable
positions in some of the affected stocks before they declined in price,
but couldn't afford to sell because of an antiquated rule requiring
that mutual funds hold securities for at least three months to receive
favorable tax treatment.  That rule was repealed effective 
January 1, 1998, too late to benefit the Fund.

	Another development that affected the Fund's performance in the third
phase was the performance of gold and silver.  As measured by the 
Philadelphia Gold and Silver index, this sector decreased 36.5% during
1997 of which 32.3% was in the last quarter.  The bane of our existence 
in 1997 was the performance of the precious metals sector.  We 
experienced a sinking feeling when we read recently that the Central Bank
of Argentina sold almost all of that nation's gold supply, which totaled
approximately 125 metric tons.  Coming in the wake of substantial gold 
reserve sales by the Netherlands, Belgium and Australia, this action
further depressed gold prices.  Because we believe that a major market
correction was imminent and that this segment of the market would benefit
when the correction came, we had up to 10% of the Fund's assets in mining
and precious metals stocks and suffered a 26% setback on those positions
during the fourth quater.

	The late-year developments combined to reduce the total return for
the Fund in 1997  to a negative 4.3% for the Class D shares, 5.1% for the
Class C shares and about 4.3% for the Class A and B shares.  The net 
asset value of the Class A, B, C and D shares declined for $3.65, $3.48,
$3.51 and $3.51 at the end of 1996 to $3.35, $3.33, $3.33 and $3.36,
respectively, on December 31, 1997.

	In recognition of the Fund's performance during the last quarter
of 1997, the investment adviser, Centurion Counsel, Inc., waived 75% of
its advisory fee and the distribution agent waived 25% of the 12B-1 fees
for the quarter.

	We have repositioned the Fund to put 25% of its assets in cash
equivalents and reduce the holdings in mining and precious metals to
7% of the portfolio's value.  Call options have been written to increase
the return  in anticipation of a recovery in the gold sector.


Portfolio Manager Review

					DOW HITS 151,000

		No, you won't see that headline in the Wall Street Journal or 
anywhere else anytime soon.  But you might expect the Dow to go that high
after seeing the results of a poll conducted by Montgomery Securities of
its own and other mutual fund shareholders.

	These investors, Montgomery said, are anticipating a 34% yearly return
on their equity investments over the next 10 years.  That would put the DOW
at approximately 151,000 by 2007.  In this scenario, an investment of $53,000
in the market would grow to $1,000,000 in 10 years.  And stock market
capitalizations, now equal to about 120% of gross domestic product, would rise
to 1400% of GDP--assuming the economy grows in line with the Federal Reserve
estimate of 2% to 4% per year.

	How would such a dramatic performance compare to what has happened in 
the past?  The biggest 10-year appreciation occureed between 1949 to 1959, 
when the gain averaged 21.3% annually.  In our opinion, the chances that the
Dow will hit 151,000 in 10 years are somewhere between slim and none.  And 
it's highly unlikely that we'll see a 34% annual rise even during a shorter
period.

	It all comes down to the fact that most investors today are out of 
touch with reality.  It is an all too common belief that the easy money 
in life can be made by investing in the stock market.  It's true that over
time, that rate of return on equities has exceeded that of T-bills and 
inflation.  However, in recent decades there have been periods as long
as 15 years when a combination of three-year and ten-year Treasury notes
easily outperformed equities--with less risk for investors.

	As previously noted, the bane of our existence in 1997 was the
performance of the precious metals sector.  The currencies of countries
that sold their gold reserves, notably Argentina, Netherlands, Belgium and
Australia, are now backed by nothing more than hot air--or, in the case of
Argentina, U.S. debt, which is U.S. hot air.  As in the situation weren't
already bad enough, the papers are full of speculation about further gold 
sales by central banks, which would further dampen the prospects for 
precious metals.

	The recent sales and the prospect of even more has produced a 
consensus that gold stock will never shine again.  We find that 
outlook to be overly gloomy.  The current situation reminds me of 
1978 and December 1984, when gold was completely unloved.  But, soon
after each of these low points, gold staged spectacular rallies.

	Of course, we can't predict when gold will be back in favor
with investors.  But it will happen, probably when it is least 
expected.  From our years of experience in managing money and from the
studies done, we know that volatile issues like the mining stocks
ultimatley will again be regarded as valuable additions to portfolios.
Investors who will benefit most from the next rally are those who have
the discipline to buy straw hats in winter when no one else wants them.

	Weakening overseas sales drove the U.S. deficit in the third
quarter to its highest level in over a year.  From July to September,
the deficit increased 11.4% to $42.16 billion from $37.85 billion the
second quarter.  The Asian currency crisis was just beginning in the 
third quarter and is expected to exert even greater upward pressure
on the trade deficit in the coming months.

	We believe that the trade deficit will be the number one issue
in the mid-term elections this November.  At present the increase
in this deficit is getting little or no attention from politicians
or the financial press.  As the currencies of the Asian nations
continue to sprial downward, the only way they can achieve modest
growth is to export, and the export some more.  That means a flood
of cheap goods into the United States.

	But, because their currencies have plummeted, these countries
will be unable to afford exportable U.S. goods; as a result, the 
trade deficit will grow even more rapidly.  We would not be surprised
to see this deficit exceed $175 billion in 1998.

	The fourth quarter of 1997 was a very difficult period for all 
equity sectors.  There was the massive sell-offs in Asia and the
"tech wreck" in the United States, then, jsut as markets appeared to
be righting themselves, another downturn occurred in December.  Of 
course, this produced a flight to quality which made U.S. Treasuries
the best performing asset for the quarter.

Sincerely,

CENTURION T.A.A. FUND, INC.

	
Jack K. Heilbron
Chairman
/s/

TABLE OF CONTENTS

FINANCIAL STATEMENT:

		Independent Auditor's Report
		
		Balance Sheet
		
		Statement of Covered Call Options Written
		
		Statement of Operations
		
		Statement of Changes in Net Assets
		
		Notes to Financial Statements


											



					INDEPENDENT AUDITOR'S REPORT



Board of Directors and Shareholders
Centurion T.A.A. Fund, Inc.
(formerly Excel Value Fund, Inc.)

We have audited the accompanying statement of assets and liabilities of 
Centurion T.A.A. Fund, Inc., including the statement of investments and 
covered call options written, as of December 31, 1997, and the related
statement of operations for the year then ended, the statements of changes
in net assets for each of the two years in the period then ended, and the 
selected per share data and ratios for the five years then ended.  These
financial statements and per share data and ratios are the responsibility
of the Company's management.  Our responsibility is to express an opinion
on these financial statements and per share data and ratios based on our
audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
and per share data and ratios are free of material misstatement.  An
audit includes examining, on a test basis, evidence supporting the 
amounts and disclosures in the financial statements.  Our procedures
included confirmation of securities owned as of December 31, 1997,
by correspondence with the custodian.  An audit also includes assessing
the accounting principles used and significant estimates made by 
management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable
basis for our opinion.

In our opinion, the financial statements and selected per share data
and ratios referred to above present fairly, in all material respects,
the financial position of Centurion T.A.A. Fund, Inc., as of December 31, 
1997, and the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then
ended, and the selected per share data and ratios for the five years then
eneded in conformity with generally accepted accounting principles.


Squire & Co.
/s/

February 5, 1998
Poway, California



												
CENTURION T.A.A. FUND, INC.												
												
STATEMENT OF ASSETS AND LIABILITIES												
December 31, 1997												
												
												
												
ASSETS												
												
 Investments in Securities, at value,												
 (identified cost $8,706,207)					                       $	8,179,970 				
												
 Cash							                                       		        381,310 				
 Receivables:												
	Dividends							                                              5,558 				
	Interest							                                              16,179 				
	Investment securities sold					                               6,482 				
Prepaid Expenses							                                        1,953 				
												
		Total assets                                       						8,591,452 				
												
												
LIABILITIES												
												
 Covered Call Options Written, at market value,												
	(premiums received $307,910)	                        				  284,288 				
 Payables:												
	Accounts payable					                             	         37,510 				
												
		Total liabilities		                                 				  321,798 				
												
NET ASSETS 	                                						      $	8,269,654 				
												
Class A:												
	Net asset value and offering price per share											
	($8,543 divided by 2,549 shares outstanding)		         $    3.35 				
Class B:												
	Net asset value and offering price per share										
	($478 divided by 144 shares outstanding)		            	$    3.33 				
Class C:												
	Net asset value and offering price per share											
	($7,288,252 divided by 2,191,360 shares outstanding)	  $    3.33 				
Class D:												
	Net asset  value and offering price per share											
	($972,381 divided by 289,693 shares outstanding)	      $    3.36 				
												
												
												
The accompanying notes are  an integral part of the financial statements.					
												


CENTURION T.A.A. FUND, INC.										
										
STATEMENT OF ASSETS AND LIABILITIES										
December 31, 1997										
										
Shares or						% of		Value				
Principal						Net 		(Note 1)				
Amount	Description		Notes		Assets	Security	Sector	
										
 	COMMON STOCKS				                    54.74%							
										
	AEROSPACE                         					0.34%							
563 	RAYTHEON, CLASS  A	 	                   	      		27,869 				
											                                                     27,869 	
	BIOTECHNOLOGY				                      4.08%							
4000 	ALLIANCE PHARMACETICAL	   (a),(b)			            28,000 				
2000 	GENENTECH			              (a),(b)		            121,000 				
3000 	GENZYME			                (a),(b)		            	82,875 				
90 	GENZYME TISSUE		                (b)			               619 				
1500 	LIGAND PHARM		             (a),(b)           			19,406 				
10000 LIPOSOME CO.		             (a),(b)              46,250 				
4600 	VISIBLE GENETICS		             (b)              39,388 			
										                                                    337,538 	
	CHEMICALS					                        1.99%							
1400 	DUPONT			                  (a)		              		84,263 				
1000 	GRACE (W.R.)		             (a)	              			80,438 				
							  			                                                 164,700 	
	COMMUNCIATIONS				                    2.45%							
3500 	FRONTIER		                	(a)				              84,000 				
1000 	GENERAL MOTORS HUGHES					                      36,938 				
3000 	P-COM INC.			              (a),(b)			           51,750 				
1500 	YURIE SYSTEMS	            	(a),(b)	           		30,281 				
								                                                     202,969 	
	COMPUTERS					                       3.09%							
1600 	AMATI COMMUNICATIONS	      (a),(b)              31,500 				
1020 	ANACOMP			                     (b)	          			15,938 				
1500 	CNET INC.			                   (b)	          			44,250 				
1500 	CONCENTRIC NETWORK CORP	       (b)		          		13,313 				
1500 	GENERAL SCANNING		             (b)		          		25,875 				
2500 	NCR CORP		                	(a),(b)           			69,688 				
1100 	PEAK INTERNATIONAL	            (b)              22,963 				
2000 	WESTERN DIGITAL 		         (a),(b)	           		32,125 				
									 	                                                 	255,650 	
	CONSUMER DEFENSE/SERVICES		         4.75%							
1000 	BEATRICE (TLC)						                            51,500 				
200 	FARMER BROTHERS			                            			37,400 				
150 	GREY ADVERTISING					                           	49,200 				
150 	HERSHEY CREAMERY					                           255,000 				
								     	                                              		393,100 	
	CONSTRUCTION				                    1.40%							
1000 	ALICO							                                   	23,250 				
75 	BOSTON SAND & GRAVEL					                         20,625 				
9000 	SOUTHERN ENERGY HOMES	          (b)			         	72,000 				
									                                                   		115,875 	
	ENERGY					                         2.87%							
1000 	BARRETT RESOURCES		             (b)	          		30,000 				
1000 	CARRIZO OIL & GAS		             (b)              7,875 				
5000 	DENALI INC.			                  (b)         				66,250 				
2000 	GREY WOLF, INC		                (b)		         		10,875 				
8600 	TRANSCOASTAL MARINE	            (b)	        			122,550 				
											                                                   237,550 	
	ENTERTAINMENT/LEISURE			           5.49%							
10000 ALLIANCE GAMING		               (b)	        		$	48,750 				
1660 	EASTMAN KODAK 	             (a)                100,845 				
3000 	FAMILY GOLF CENTERS	        (a),(b)			          94,125 				
4000 	MIRAGE RESORTS		            (a),(b)		          	90,500 				
10000 STATION CASINOS		           (a),(b)            101,875 				
1540 	VIDEO LOTTERY		                 (b)	         			18,288 				
									                                                    	454,383 	
	ENVIRONMENTAL				                 1.00%							
3000 	WASTE MANAGEMENT		         (a)				              82,500 				
							 				                                                   82,500 	
	FINANCE				                     	0.89%							
2000 	COINSTAR			                   (b)	           			18,000 				
2000 	PIONEER GROUP						                             55,250 				
											                                                    73,250 	
	FINANCIAL/REGIONAL  BANKING		    5.27%							
100 	1ST NATL BANK OF ANCHORAGE	 		                 	246,000 				
1500 	NATIONAL BANCORP OF ALASKA			                 	189,750 				
											                                                   435,750 	
	HEALTHCARE AND MEDICAL			        3.97%							
2000 	CARDIAC PATHWAYS		            (b)		           		14,000 				
1000 	CHEMED COMPANY						                            41,625 				
1000 	GUIDANT CORP.	           	(a)			               	62,250 				
3000 	IMPATH			                     (b)           				98,250 				
2100 	OXFORD HEALTH	            	(a),(b) 	          		32,550 				
2500 	RENAL CARE			              (a),(b)			           80,000 				
										                                                   	328,675 	
	MEDIA						                     0.29%							
800 	HEARST-ARGYLE T.V.	             (b)			          	23,800 				
								                                                    			23,800 	
	MINING AND PRECIOUS METALS	    	5.88%							
2000 	ASARCO							                                   44,875 				
8000 	COEUR D'ALENE MINES	      (a)			               	72,000 				
3000 	EURO NEVADA (CN)					                          	40,590 				
2900 	FRANCO NEVADA (CN)				                         	57,072 				
3300 	FREEPORT COPPER & GOLD	   (a)		               		51,975 				
4000 	HECLA MINING		                (b)				           20,000 				
3000 	HOMESTAKE MINING		        (a)               				26,625 				
2000 	KINROSS GOLD		            (a),(b)	            		 6,625 				
2000 	NEWMONT GOLD		            (a)               				59,625 				
816 	NEWMONT MINING	           	(a)	               			23,919 				
2400 	ROYAL GOLD		                 	(b)	           			11,400 				
2000 	STILLWATER MINING		        (a),(b)			           33,750 				
40000 	SUNSHINE MINING	              (b)	          			37,500 				
										                                                   	485,956 	
	REAL ESTATE					                 11.75%							
1800 	MIDAMERICA APARTMENTS					                      51,413 				
4000 	UNITED DOMINION					                           	56,000 				
1800 	WASHINGTON REIT				                           		30,263 				
1200 	WEEKS CORP						                               	38,400 				
											                                                   176,075 	
	RESTURANT					                   3.11%							
2500 	APPLE SOUTH			           (a)			                	32,813 				
5000 	GRILL CONCEPTS		              (b)            				5,313 				
4000 	LONE STAR STEAKHOUSE	     (a),(b)			            70,000 				
3000 	NEW YORK BAGEL		              (b)	            			5,438 				
16000 ROCK BOTTOM			                (b)          				101,000 				
1500 	SBARRO							                                   39,656 				
100 	TRICON GLOBAL RESTAURANT       (b)	            			2,906 				
										                                                   	257,125 	
	RETAIL					                      3.58%							
4000 	C3, INC.			                   (b)            			46,250 				
4000 	CANDIE'S			                   (b)	           			23,500 				
1372 	DONNA KARAN INTERNAT'L	  (a), (b)			            17,665 				
1000 	ESTEE LAUDER		           (a)	                			51,438 				
4000 	FRIEDMANS, INC.		        (a)			                	55,000 				
2000 	NAUTICA ENTERPRISES	     (a), (b)			            46,500 				
10000 	RIGHT START, INC.	           (b)           				17,500 				
5000 	STEVE MADDEN		                (b)	           			37,813 				
										                                                   	295,665 	
	STEEL						                       9.18%							
4300 	BETHLEHEM STEEL		             (b)           				37,356 				
1000 	BRITISH STEEL, PLC	       (a)				               21,500 				
30000 NORTHWEST STEEL & WIRE	       (b)           				78,750 				
											                                                   137,606 	
	TRANSPORTATION				               2.70%							
1500 	HEARTLAND EXPRESS		           (b)		           		40,500 				
										                                                    	40,500 	
	OPTIONS					                     17.18%							
										
	AEROSPACE	                    				0.36%							
1500 	GULFSTRM AERO, MAR, 25, CALLS			                	7,688 				
3000 	RAYTHEON, MAY, 45, CALLS			                    	21,375 				
1000 	SUNSTRAND, JUN, 60, CALLS   (a)	             			   688 				
											                                                    29,750 	
	AUTO						                       0.03%							
500 	DAIMLER BENZ, JAN, 75, CALLS(a)		               	   375 				
2000 	DANA, JAN, 40, PUTS					                           125 				
											                                                       500 	
	BIOTECHNOLOGY				                4.42%							
9000 	AGOURON ,  MAY, 60, PUTS   (a)	              			276,188 				
10000	AMYLIN, APR, 5, CALLS	     (a)		               		14,375 				
8000 	BIOTEK GENERAL, JAN, 10, CALLS(a)	              		8,000 				
2500 	CENTOCOR,  JAN (00), 25, CALLS(a)		             	38,750 				
3000 	CEPHALON, MAY, 7.5, CALLS				                    13,875 				
2500 	CHIRON, JAN, 15, CALLS		                      			14,688 				
										                                                   	365,875 	
	CHEMICALS					                  0.06%							
500 	AIR PRODUCTS & MATERIAL, MAR, 80, CALLS(a)	         2,813 				
1000 	PRAXAIR, APR, 45, PUTS					                        2,125 				
											                                                     4,938 	
	COMMUNCIATIONS				              0.15%							
1000 	BOSTON TECHNOLOGIES, APR, 30, PUTS	             		 5,750 				
2000 	BRIGHTPOINT, JUN, 15, CALLS				                    6,000 				
1500 	CIENA CORP, JAN, 50, PUTS				                        281 				
											                                                    12,031 	
	COMPUTERS 					                3.22%							
1000 	APPLIED MATERIALS, JAN, 25, CALLS(a		            	13,250 				
3000 	COMPUTERVISION, JAN, 5, PUTS	 			                  3,563 				
1000 	COMVERSE, APR, 45, PUTS					                       9,250 				
8000 	CYBRMEDIA, FEB, 12.5, CALLS(a)			                 26,500 				
7500 	CYBRMEDIA, MAY, 15, CALLS(a)		                  		25,781 				
3000 	DELL, JAN (99), 50, PUTS				                       9,563 				
1400 	DIGITAL EQUIPMENT,  JAN, 40, PUTS			               4,725 				
1000 	INTEL, JAN (99), 75, PUTS(a)				                  11,000 				
1000 	INTEL, JAN, 95, PUTS				                         	24,250 				
1000 	INTEL, JAN, 97.5, CALLS					                          63 				
3000 	IOMEGA, FEB, 10, CALLS	(a)		                     		9,000 				
1500 	L & H SPEECH, MAR, 45, CALLS				                   9,375 				
12500 	MADGE N, JAN (99), 5, CALLS(a)                 		14,844 				
10000 	MICROSOFT, JAN (99),110, PUTS(a)		               61,250 				
4000 	NETSCAPE, APR, 25, CALLS(a)				                   14,500 				
1500 	PREMIER LASER, FEB, 12.5, PUTS			                  7,594 				
1500 	PRESSTEK, JAN, 40, PUTS	(a)			                   	21,000 				
10000 	SIII, JAN, 10, CALLS(a)				                         625 				
										                                                     	266,131 	
	CONSUMER DEFENSIVE/SERVICE		         0.12%							
1500 	CONSUMER PTFL SRV, FEB, 15, CALLS		              	   281 				
2000 	PEPSI, JUL, 40, PUTS					                          9,250 				
											                                                       9,531 	
	ENERGY					                          1.11% 							
1500 	ENRON, JUL, 40, PUTS					                          2,438 				
1500 	OFFSHORE LOG,  FEB, 22.5, PUTS			                  2,906 				
1000 	OIL SERICE INDEX, MAR, 100, CALLS			              19,500 				
1500 	SCHLUMBERGER, JAN (00), 40, CALLS(a)		            66,938 				
									                                                    		 91,781 	
	ENTERTAINMENT				                   0.03%							
10000 	GALOOB,  FEB, 15, CALLS	   (a)	                		 2,500 				
											                                                      2,500 	
	ENVIRONMENTAL				                  0.09%							
700 	U.S. FILTER, APR, 40, PUTS				                      7,088 				
									  		                                                    7,088 	
	FINANCE					                       0.36%							
1500 	AMERICAN EXPRESS, JAN, 75, CALLS(a)	            		21,375 				
10000 	BANK OF AMERICA,  JAN,  50, PUTS		                1,250 				
1500 	BANK ONE, MAY, 55, PUTS					                       6,188 				
2000 	BANKERS TRUST,  JAN, 70, PUTS				                    250 				
5000 	CITICORP, JAN, 100, PUTS				                         938 				
											                                                     30,000 	
	HEALTHCARE AND MEDICAL PRODUCTS	  0.72% 							
1500 	LILLY (ELI) , JAN, 50, CALLS				                  30,375 				
1500 	LINCARE, FEB, 50, PUTS					                        1,594 				
1500 	MEDPARTNERS,  MAR, 17.5, CALLS			                  8,906 				
2000 	MERDIAN DIAG, MAR, 5, CALLS				                   10,750 				
1000 	OSI PHARMACETICAL, JUN, 5, CALLS			                2,188 				
1500 	VET CENTERS,  MAR, 10, CALLS				                   5,438 				
											                                                     59,250 	
	INDEXES					                    0.73%							
300 	HONG KONG, MAR, 290, PUTS			                      	22,500 				
5000 	DOW JONES, DEC (00), 80, PUTS	(a)		               37,813 				
									  		                                                   60,313 	
	INDUSTRIALS					               0.26%							
1500 	PALL CORP,  JUN, 22.5, PUTS			                   	 3,844 				
										                                                   	   3,844 	
	INSURANCE					                0.33%							
1500 	AFLAC,  MAY, 45, CALLS			                       		12,188 				
5000 	CIGNA, JAN, 160, PUTS			 	                       	 4,063 				
1500 	CONSECO,  MAY, 50, PUTS					                      11,438 				
											                                                     27,688 	
	MEDIA					                 	0.24%							
6000 	US SATLITE, JUN, 5, CALLS(a)				                  20,250 				
											                                                     20,250 	
	MINING AND PRECIOUS METALS		1.26%							
10000 	BARRCK GOLD, JAN (00), 15, CALLS(a)	            	68,750 				
1000 	GETCHELL GOLD, JUN, 25, CALLS				                  3,750 				
1000 	GOLD/SILVER INDEX,  JAN, 110, CALLS			                63 				
10000 	HOMESTAKE MINING, JAN (00), 10, CALLS(a)        	25,000 				
26900 	SUNSHINE MINING WARRANTS			                       6,725 				
											                                                    104,288 	
	RESTUARANTS					            1.14%							
5000 	COOKER RESTUARANTS, MAR, 7.5, CALLS	            		12,188 				
5000 	CRACKER BARRELL, JAN (00), 20, CALLS		            81,875 				
1500 	PLANT HOLLYWOOD, MAR, 17.5, CALLS			                 469 				
											                                                     94,531 	
	RETAIL			                		2.60%							
2000 	GIANT FOOD,  JUN, 35, PUTS		                    		 5,125 				
1000 	GUCCI,  JAN, 65, CALLS					                           63 				
4800 	NIKE,  JAN, 60, PUTS	(a)				                     100,200 				
10000 	PIER ONE,  MAR, 15, CALLS(a)			                  76,875 				
2000 	SEARS,  APR, 45, PUTS				                        	 5,500 				
1500 	VIKING OFFICE,  MAR, 17.5, CALLS			                7,406 				
2000 	WOOLWORTH,  JAN (00), 30, PUTS			                 19,750 				
											                                                    214,919 	
	TRANSPORTATION				        0.19%							
1500 	FEDERAL EXPRESS, APR, 70, PUTS		                 	15,563 				
										                                                     	15,563 	
	PREFERRED STOCKS			      	0.75%							
			 							
1000 	BROWNING FERRIS, 7.25%, PREFFERRED			             34,000 				
1000 	HILTON, 8% CONVERTIBLE, PREFERRED			              28,125 				
											                                                     62,125 	
	FIXED INCOME				         26.25%							
										
	CORPORATE BONDS       				6.86%							
100 	AGNICO, CONVERTIBLE, 3 1/2%, 1-27-04		             60,000 				
142 	FOODMAKER CORP., 9.25%, 9/25/99		                	144,911 				
40 	GOLDEN BOOK,  7.65%, 9/15/02			                    	39,340 				
100 	HILLS STORES,  12 1/2%,  7/1/03		                 	79,500 				
1.199 	MTN STS GTY MTG 1-G, 9.40%, 8/1/18		              1,252 				
50 	NORTHWEST STEEL, 9 1/2%,  6/15/01			                48,840 				
100 	NOVA, CONVERTIBLE, 5.5%, 1/15/00		                	95,000 				
100 	TRANSMARITIME,  8 1/2%, 10/27/04			                98,125 				
										                                                     	566,968 	
	U.S. GOVERNMENT AGENCY BONDS		1.26%							
26.631 	FNMA G93-40 ZC, 6.50%, 12/25/23	               	24,800 				
51.18505 	FNMA 61G,  7.00%, 9/25/20			                  51,474 				
28 	FNR 91-56M,  6.75%, 6/25/21                     				28,158 				
									                                                     	104,431 	
	COMMERCIAL PAPERS			        18.13%							
400 	AMERICAN EXPRESS,  1/5/98                     				399,729 				
700 	GENERAL ELECTRIC CREDIT, 1/2/98			                699,893 				
400 	GENERAL MOTORS ACCEPTANCE, 1/8/97			              399,521 				
											                                                  1,499,143 	
										
	Total Investments		                                   						8,179,970 	
										
	Covered Call Options Written	 	-3.44%			                     -284,287 	
										
	Cash						                      4.61%			                     	381,310 	
	Other Assets, less Liabilities	-0.09%			                       -7,339 	
										
	Total Net Assets				          100.00%		                   $	8,269,654 	
										
										
 	Notes:									
	   (a)  Call options have been written against this position									
	   (b)  Non-income producing securities									
	   (c)  Total unrealized appreciation on investments consists of gross 
         unrealized gains of $949,275and gross unrealized losses of 
         $1,451,900.									
										
The accompanying notes are an integral part of the financial statements.		


CENTURION T.A.A. FUND, INC.										
										
Statement of Covered Call Options Written										
December 31, 1997										
										
										
Shares or                        					% of		     Value				
Principal					                        Net 		     (Note 1) 				
Amount	Description			                 Assets	    Option        		Sector	
										
	AEROSPACE				                       -0.00%							
- -1,000SUNDSTRAND,   MAR, 65, CALLS	 	            		-125 				
											                                                       -125 	
	AUTO					                           -0.00%							
- -500 	DAIMLER BENZ, JAN, 85, CALLS			              	-63 				
											                                                        -63 	
	BIOTECHNOLOGY			                    -1.80%							
- -9,000AGOURON,    FEB, 45, PUTS				             -140,625 				
- -4,000ALLIANCE PHARMACETICAL, FEB, 12.5, CALLS		    -500 				
- -3,000AMYLIN PHARMACETICAL, JAN, 10, CALLS		        -188 				
- -8,000BIOTECH GENERAL,  JAN, 15, CALLS		           	-500 				
- -2,500CENTOCOR,  JAN, 55, CALLS			                 	-156 				
- -2,000GENENTECH,  JAN, 60, CALLS		              		-2,125 				
- -3,000GENZYME,  JAN, 30, CALLS		                		-1,125 				
- -1,500LIGAND PHARMACETICAL,  MAY, 15, CALLS		     -1,594 				
- -5,000LIPOSOME,  FEB, 7.5, CALLS 			             	-1,563 				
- -5,000LIPOSOME,  JAN, 7.5, CALLS				                -625 				
											                                                   -149,000 	
	CHEMICALS				                       -0.11%							
- -500 	AIR PRODUCTS &MATERIAL,  MAR, 85, CALLS	   	-1,438 				
- -1,400DUPONT,  JAN, 65, CALLS 				                  -350 				
- -1,000GRACE (WR),  FEB, 75, CALLS	             			-6,938 				
										                                                     	-8,725 	
	COMMUNICATIONS			                  -0.14%							
- -3,500FRONTIER,  JAN, 22 1/2, CALLS		           		-5,906 				
- -3,000P-COM,  FEB, 20, CALLS	                 				-3,188 				
- -1,500YURI SYSTEMS,  JAN, 20, CALLS	           			-2,625 				
								                                                    			-11,719 	
	COMPUTERS			                     	-0.24%							
- -1,600AMATI COMMUNICATIONS,  JAN, 17.5, CALLS	   	-3,800 				
- -1,000APPLIED MATERIAL,  FEB, 35, CALLS	        		-1,375 				
- -10,000CYBRMEDIA,  FEB, 30, CALLS		             		-1,250 				
- -1,000INTEL,  JAN, 100, CALLS		                   			-63 				
- -3,000IOMEGA,  FEB, 15, CALLS			                		-1,875 				
- -3,500MADGE NET,  FEB, 10, CALLS				                -438 				
- -5,000MADGE NET, JAN, 10, CALLS				                 -313 				
- -4,000MADGE NET,  MAY, 7.5, CALLS			             	-1,500 				
- -10,000MICROSOFT,  JAN, 110, PUTS			             	-3,125 				
- -2,500NCR CORP,   JAN, 40, CALLS			                	-156 				
- -4,000NETSCAPE,  JAN, 35, CALLS		                 		-750 				
- -1,000PRESSTEK,  JAN, 30, PUTS				                -4,375 				
- -10,000SIII,  JAN, 15, CALLS			                   		-625 				
- -2,000WESTERN DIGITAL, JAN, 20, CALLS		            	-375 				
										                                                   	-20,019 	
	ENERGY		                         		-0.01%							
- -1,500SCHLUMBERGER, JAN, 90, CALLS              				-469 				
									                                                      		-469 	
	ENTERTAINMENT			                  -0.12%							
- -1,400 EASTMAN KODAK,  JAN, 75, CALLS             			-88 				
- -1,000 FAMILY GOLF,  FEB, 30, CALLS			           	-3,563 				
- -2,000 FAMILY GOLF, FEB, 35, CALLS	            			-2,750 				
- -10,000GALOOB,  FEB, 22.5, CALLS		                		-625 				
- -500 	MIRAGE RESORTS,  MAY, 25, CALLS		            	-813 				
- -5,000STATION CASINO,  JAN, 10, CALLS		          	-2,188 				
									                                                   		-10,025 	
	ENVIRONMENTAL	                		-0.00%							
- -3,000 WASTE MANAGEMENT, JAN, 35, CALLS		          	-188 				
									                                                       	-188 	
	FINANCE				                     -0.17% 							
- -1,500AMERICAN EXPRESS, JAN, 80, CALLS			        -14,063 				
											                                                   -14,063 	
	HEALTHCARE AND MEDICAL PRODUCTS-0.15%							
- -1,000 GUIDANT,  JAN, 55, CALLS		               		-8,125 				
- -2,100 OXFORD HEALTH,  JAN, 17.5, CALLS          			-788 				
- -2,500 RENAL CARE,  MAR, 35, CALLS	            			-3,594 				
							                                                   				-12,506 	
	INDEXES				                   -0.01%							
- -5,000 DOW JONES,  JAN, 72, PUTS	                			-625 				
										                                                      	-625 	
	MEDIA					                    -0.02%							
- -6,000 US SAT BROADCASTING, FEB, 10, CALLS	      	-1,500 				
										                                                    	-1,500 	
	MINING AND PRECIOUS METALS	  -0.09%							
- -1,300 BARRICK GOLD,  FEB, 20, CALLS              		-813 				
- -4,000 BARRICK GOLD,  JAN, 20, CALLS		             	-750 				
- -1,000 BARRICK GOLD,  JAN, 22.5, CALLS	            		-63 				
- -2,000 BARRICK GOLD,  JAN, 25, CALLS			             -125 				
- -3,500 COEUR D'ALENE,  JAN, 10, CALLS            			-875 				
- -3,000 FREEPORT COOPER& GOLD,  FEB, 35, CALLS		     -188 				
- -2,300 HOMESTAKE MINING,  APR, 12.5, CALLS	        	-575 				
- -2,000 HOMESTAKE MINING,  JAN. 15. CALLS			         -125 				
- -2,000 HOMESTAKE MINING,  JAN(99), 15, CALLS	    	-1,000 				
- -2,000 KINROSS GOLD,  FEB, 5, CALLS				             -250 				
- -2,000 NEWMONT GOLD,  JAN, 30, CALLS		           	-1,875 				
- -800 	 NEWMONT MINE,  JAN, 30, CALLS	              	-800 				
- -2,000 STILLWATER MINE,  JAN, 25, CALLS			          -250 				
									                                                   		-7,688 	
	RESTUARANTS				             -0.01%							
- -2,500 APPLE SOUTH,   FEB, 17 1/2, CALLS         			-313 				
- -4,000 LONESTR STEAK,  MAR, 25, CALLS			            -500 				
								                                                     			-813 	
	RETAIL				                  -0.56%							
- -1,300 DONNA KARAN,  JAN, 17.5, CALLS	            		-163 				
- -1,000 ESTEE LAUDER,  JAN, 50, CALLS		           	-2,313 				
- -4,000 FREIDMAN'S,   FEB, 17.5, CALLS	            		-500 				
- -2,000 NAUTICA,  APR, 30, CALLS			               	-1,500 				
- -4,800 NIKE,   JAN, 45, PUTS					                -27,600 				
- -4,000 PIER ONE,  JAN, 22 1/2, CALLS			           -3,000 				
- -6,000 PIER ONE,  MAR, 22 1/2, CALLS		          	-11,625 				
											                                                 -46,700 	
	STEEL				                  	-0.00%							
- -1,000 BRITISH STEEL,  JAN, 30, CALLS		             	-62 				
											                                                     -62 	
										
	Total									                                            -284,287 			
										
The accompanying notess are an integral part of the financial statements.						

												
CENTRUION T.A.A. FUND, INC.												
												
STATEMENT OF OPERATIONS												
Year Ended Decemeber 31, 1997												
												
												
INVESTMENT REVENUE												
												
	Dividends						$	91,081 				
	Interest						     166,344 				
												
		Total investment  revenue			          257,425 				
												
EXPENSES												
												
	Investment advisory fees			$	92,281 							
	Distribution expenses					77,469 							
	Registration and filing fees				20,663 							
	Fund accounting fees					18,126 							
	Custodian fees and expenses				32,163 							
	Audit fees and expenses				       5,442 							
	Directors' fees and expenses				10,578 							
	Transfer agent fees				       3,232 							
	Insurance				                   2,155 							
	Other expenses				           	13,485 							
												
		Total expenses					          275,593 							
												
	Fees and expenses absorbed by investment advisor          -21,481 							
												
		Net expenses					          254,112 				
												
		Net investment income (loss)			            3,313 				
												
REALIZED AND UNREALIZED GAIN (LOSS)												
	ON INVESTMENT SECURITIES											
												
	Net realized loss from securities transactions		    -60,487 				
	Unrealized depreciation of investments		         -406,598 				
												
		Net loss on investments				         -467,085 				
										
	Net decrease in net assets from operations		$  -463,772 				
 												
												
												
The accompanying notes are  an integral part of the financial statements.							
												
												
CENTURION T.A.A. FUND, INC.												
												
STATEMENTS OF CHANGES IN NET ASSETS												
Years Ended December 31, 1997 and 1996												
												
												
									                                   1997			      1996	
												
OPERATIONS												
												
	Net investment income (loss)     				     $	3,312 	     $	-48,070 	
	Net realized gain (loss) from 
	securities transactions	                  -60,487         264,245 	
	Net change in unrealized depreciation 
	of investments 	       	                 -406,598        -106,453 	
	Net change in unrealized appeciation of 
	securities sold short								                              11,068 	
	Net change in unrealized depreciation of investments of											
		covered call options written			                           -8,727 	
												
		Net increase (decrease) in net assets resulting
		 from operations		                			   -463,773         112,063 	
												
CLASS C SHARES												
	Distribution to shareholders:											
		Ordinary income dividend 
		($0.0024 per share in 1996)			                        				-3,637 	
																								
CAPITAL SHARE TRANSACTIONS												
	Increase from capital shares sold       1,783,727       6,424,359 	
	Increase from capital shares reinvested				                 3,597 	
	Decrease from capital shares repurchase-2,744,423   	  -1,212,546 	
												
		Net increase (decrease) from capital 
		share transactions	                		   -960,696   	   5,215,410 	
												
	Total increase (decrease) in net assets-1,424,469 	     5,323,836 	
												
NET ASSETS												
	Beginning of period					                9,694,123       4,370,287 	
												
	End of period (includes no undistributed 
	investment income)           			$       8,269,654 	$    9,694,123 	
												
												
												
The accompanying notes are an integral part of the financial statements.					



Note 1.  Summary of Significant Accounting Policies

   The Fund commenced operations in January 1982.  At the shareholder meeting on
December 20, 1994, the shareholders voted to change the name of  the fund to
Centurion T.A.A. Fund, Inc. ("Fund") from Excel Value Fund, Inc.  The Fund is
registered under the Investment Company Act of 1940, as amended, as a 
diversified, open-end management investment company.  The objective of the 
Fund is to achieve long-term investment return, including both capital 
appreciation and current income, consistent with reasonable risk. 

   At the shareholder meeting on August 6, 1996, the shareholders approved the
Fund to offer Class A, Class B, Class C and Class D shares, each of which has 
equal rights as to assets and voting privileges.  Class A and Class B each has 
exclusive voting rights with respect to its distribution plan.  Investment 
income, realized and unrealized capital gains and losses, and the common 
expenses of the Fund are allocated on a pro rata basis to each class based 
on the relative net assets of each class to the total net assets of the Fund.
Each class of shares differ in its respective service and distribution 
expenses, and may differ in its transfer agent, registration, and certain 
other class-specific fees and expenses.

   The following is a summary of significant accounting policies consistently 
followed by the Fund in the preparation of its financial statements.  The 
policies are in conformity with generally accepted accounting principles. 

Portfolio Valuation:
   The Fund calculates its net asset value and completes orders to purchase,
exchange or repurchase its shares on each business day, with the exception of 
those days on which the New York Stock Exchange is closed.

   Investments in securities traded on major exchanges are valued at the last 
quoted sales price on that exchange where such securities are primarily 
traded.  Securities traded in the over-the-counter market are valued at the 
last sales price.  Over-the-counter and listed securities that have not 
been traded on a certain day are valued at the average between the last bid 
and asked price.  If market quotations or pricing service valuations are not 
readily available, securities are valued at fair value as determined in good 
faith by the Fund's Board of Directors.  Debt securities are valued in 
accordance with the procedures above.   Short-term securities are stated at 
amortized cost (which approximates market value) if maturity is 60 days or 
less, or at market  value if maturity is greater than 60 days.

Security Transactions and Related Investment Income:
     Security transactions are accounted for on the trade date (date the 
order to buy or sell is executed).  The cost of securities sold is determined
on a first-in, first-out basis, unless otherwise specified.  Dividends are 
recorded on the ex-dividend date.  Interest income, which may be comprised 
of stated coupon rate, market discount and original issue discount, is 
recorded on the accrual basis.  Discounts on debt securities purchased are 
amortized over the life of the respective security as adjustments to 
interest income.

Estimates:
     The preparation of financial statements in conformity with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect the reported amounts of assets and liabilities and 
disclosure of contingent assets and liabilities at the date of the financial 
statements and the reported amounts of revenues and expenses during the 
reporting period.  Actual results could differ from those estimates.

Income Taxes:
     It is the policy of the Fund to meet the requirements for qualification 
as a regulated investment company  under the Internal Revenue Code of 1986, as
amended ( Code ).  It is also the intention of the Fund to make distributions 
sufficient to avoid imposition of any excise tax under Section 4982 of the 
Code.  Therefore, no provision has been made for Federal taxes on income, 
capital gains, or unrealized appreciation of securities held, and excise tax 
on income and capital gains.  The Fund currently has capital loss carry 
forwards totaling $151,294 which begin to expire in 2002.

Distributions to Shareholders:
     Distributions to shareholders are recorded by the Fund on the ex-dividend 
date.  Income and capital gain distributions are determined in accordance with 
Federal income tax regulations which may differ from generally accepted 
accounting principles.  These differences are primarily due to differing 
treatments of income and gains on various investment securities held by the 
Fund and timing differences.

Restricted Securities:
     The Fund is permitted to invest in privately placed restricted 
securities.  These securities may be resold in transactions exempt from 
registration or to the public if the securities are registered.  Disposal of 
these securities may involve time-consuming negotiations and expense, and 
prompt sale at an acceptable price may be difficult.

Cash Deposits:
     At December 31, 1997 the Fund had cash on deposit at one financial 
institution of $381,310.  Thus, all cash amounts over the maximum Federal 
Deposit Insurance Corporation coverage are not insured.  From time to time, 
the Fund evaluates the credit worthiness of the financial institution and 
considers alternatives.

Note 2.  Net Assets

     At December 31, 1997, net assets consisted of:

     Net proceeds from capital stock                             $ 9,292,429 
     Unrealized depreciation of securities                          (526,237)   
     Unrealized appreciation of covered call options written          23,623 
     Excess distributions over accumulated net income               (324,276)
     Undistributed net realized loss from security transactions     (195,885)
                         
                                                                  $ 8,269,654 

Note 3.  Covered Call Options Written

   As of December 31, 1997, portfolio securities valued at $2,862,291 were held 
by the custodian in connection with covered call options written by the Fund.

Note 4.  Payments to Related Parties

   Centurion Counsel, Inc. ( Centurion ) is the Fund s investment manager.  
The Fund pays investment management fees to Centurion at the annualized rate 
of 1.00% on the first $200 million of average daily net assets of the Fund, 
0.85% on the next $200 million, 0.80% on the next $200 million, 0.75% on the 
next $200 million, 0.60% on the next $200 million and 0.50% on amounts over 
$1 billion.  These fees are computed daily and paid quarterly and are subject 
to reduction in any year to the extent that the Fund s expenses (exclusive of 
brokerage commissions, taxes, interest, distribution-related expenses and 
extraordinary expenses) exceed 3.625% based on the average total net asset 
value of the Fund.  During the year ended December 31, 1997 Centurion received 
investment management fees of $75,564 and, although not required to, it waived 
$16,717 of the advisory fee. 

   Centurion Institutional Services, Inc. ( CISI ), an affiliate of Centurion, 
serves as the Fund s distributor.  The Fund offers Class A, Class B, Class C 
and Class D shares for purchase.

   Class A shares are subject to initial sales charges imposed at the time 
of purchase, in accordance with the schedule included in the Fund s current 
prospectus.  CISI collects the sales charges imposed on the sale of Class A 
shares, and re-allows a portion of such charges to dealers who sold the 
shares.  During the year ended December 31, 1997, 2,543 shares of Class A 
shares were sold and, accordingly, CISI retained $43 of such charges.  CISI 
also makes ongoing shareholder servicing and trail commission payments to 
dealers whose clients hold Class A shares.

   Class B shares are not subject to initial sales charges.  When Class B 
shares are sold, CISI from its own resources pays commissions to dealers who 
sell these shares.  Certain redemptions of Class B shares made within six years 
of purchase are subject to contingent deferred sales charges ( CDSC ) upon 
redemption, in accordance with the Fund s current prospectus.  During the year 
ended December 31, 1997, 144 shares were sold and there was no redemptions of 
Class B shares, accordingly, CISI did not collect any CDSC charges.  In 
addition, CISI makes ongoing shareholder servicing and trail commission 
payments to dealers whose clients hold Class B shares.

   Class D shares are not subject to initial sales charges, CDSC, service 
fees or distribution fees.  These shares are only available to Advisor 
professionals and eligible employees of the Fund, Centurion and its affiliates 
or service organizations. 

   Pursuant to Rule 12b-1 under the 1940 Act, the Company s Board of 
Directors has adopted separate plans of distribution with respect to the Funds 
Class A shares ( Class A Plan ), Class B shares ( Class B Plan ), and Class C 
shares ( Class C Plan ), pursuant to which the Fund reimburses CISI for a 
portion of its shareholder servicing and distribution expenses.  Under the 
Class A Plan, the Fund may pay CISI a service fee at the annualized rate of 
up to 0.25% of the average daily net assets of the Funds Class A shares for 
CISI s expenditures incurred in servicing and maintaining shareholder 
accounts.

   Pursuant to the Fund s Class B Plan, the Fund may pay CISI a service fee at 
the annualized rate of up to 0.25% of the average daily net assets of the 
Fund s Class B shares for CISI s expenditures incurred in servicing and
maintaining shareholder accounts, and may pay CISI a distribution fee at the 
annualized rate of up to 0.75% of the average daily net assets of the Fund s 
Class B shares for CISI's expenditures incurred in providing services as 
distributor.  Expenses incurred under the Class B Plan in excess of 1.00% 
annually may be carried forward for reimbursement in subsequent years as 
long as that Plan continues in effect.

   Pursuant to the Fund's Class C Plan, the Fund may pay CISI a service fee at 
the annualized rate of up to 0.25% of the average daily net assets of the 
Fund s Class C shares for CISI s expenditures incurred in servicing and 
maintaining shareholder accounts, and may pay CISI a distribution fee at the 
annualized rate of up to 0.75% of the average daily net assets of the Fund s 
Class C shares for CISI's expenditures incurred in providing services as 
distributor.  Expenses incurred under the Class C Plan in excess of 1.00% 
annually may be carried forward for reimbursement in subsequent years as 
long as that Plan continues in effect.  During the six months ended
December 31, 1997, CISI received servicing and distribution fees from the 
Fund of $72,690 and, although not required to, it waived $4,764 of 
servicing fees pursuant to the Class C Plan.

   CISI also executes some of the Fund s portfolio transactions.  During the 
year ended December 31, 1997, CISI received commissions of $55,211 from the 
Fund for this service.

   Centurion Group, Inc. ( CGI ), an affiliate of Centurion and CISI, is the
administrator and transfer agent of the Fund.  CGI is paid an account 
maintenance fee of $0.75 per account per month, a customer statement fee of 
$50 per 1,000 statements and other miscellaneous charges and expenses.  
During the year ended December 31, 1997, CGI received transfer fees of 
$3,232 from the Fund.

   CGI is also the accounting agent for the Fund.  The monthly fee for these 
services paid to CGI is 0.15% of the Fund s average daily net assets with a 
minimum fee of $18,000 per year.  During the year ended December 31, 1997, 
CGI received accounting fees of $18,000 from the Fund.

   The Fund pays each of its Directors who is not an employee, officer or 
director of Centurion or any affiliate $250 for each meeting of the Board 
or any committee thereof attended by the Director.  In addition the Fund pays 
each Director s expenses to attend the meetings.

Note 5.  Capital Share Transactions

   As of December 31, 1997, there were 100,000,000 shares of the Company s
common stock authorized, at $0.01 par value.  Transactions in capital stock 
of the Fund for the year ended December 31, 1997 and 1996 (as applicable) were 
as follows:

		                                         December 31, 1997         
            		                          Shares            Amount             
Class A shares:
     Shares sold        		               2,563        		$ 8,664         
     
     Shares issued in reinvestment
        of dividends                  	   -                   -              
     
                                      		 2,563        		  8,664        
     
     Shares redeemed                		   (14)               (88)        
     
        Net increase                    2,549            $ 8,576        

Class B shares:
     Shares sold                          144            $   500        
     Shares issued in reinvestment
        of dividends                        -                   -              
                                          144                500         
     Shares redeemed	                       -                  -              
     

        Net increase                      144            $   500        

                                 	December 31, 1997       December 31, 1996    
                    		   	Shares       Amount    Shares       Amount  

Class C shares:
  Shares sold             385,499 $ 1,341,181   1,800,452   $ 6,424,359
  Shares issued in reinvestment
     of dividends        		 -                -         983         3,597
                          385,499   1,341,181   1,801,435     6,427,956
  Shares redeemed         434,885   1,494,774     344,840     1,212,546

Net increase (decrease)   (49,386) ($ 153,593)  1,456,595   $ 5,215,410

Class D shares:
  Shares sold             123,388  $  433,381   1,800,452   $ 6,424,359
  Shares issued in reinvestment
     of dividends       		  -              -          983         3,597
                          123,388      433,381  1,801,435     6,427,956
  Shares redeemed         359,188    1,249,561    344,840     1,212,546

Net increase (decrease)  (49,386)  ($ 816,180) 1,456,595   $ 5,215,410

Note 6.  Investment Transactions

  Purchases and sales of investment securities (excluding short-term 
securities) were $15,690,054 and $15,561,479, respectively.  Net loss on 
investments for the year ended December 31, 1997 was $463,598.  That amount 
represents the net decrease in value of investments held during the year.

  As of December 31, 1997, the unrealized appreciation on investments consists
of gross unrealized gains of $947,871 and gross unrealized losses of $1,451,890.

Note 7.  Per Share Information

   Selected data for each share of capital stock outstanding throughout the 
period is as follows:


                                 								CLASS C Shares  (a)															 		
							                               	Years Ended December 31,					 		
							                                  1997	1996	1995	1994	1993	
Per Share Operating Performance:																					
Net Asset Value, Beginning of Period	    3.51 	3.34 	3.43 	4.55 	4.96 	 	
																					
INCOME FROM INVESTMENT OPERATIONS																					
	Net investment income (d)		             -0.01-0.03	-0.05	-0.18	-0.21 	 	
	Net gains (losses) on investments				 																
	(both realized and unrealized) (d)    	-0.17	 0.20	-0.04	-0.94 -0.20 	 	
																					
	Total from investment operations      	-0.18	  0.17  -0.09	-1.12 -0.41  	
																					
DISTRIBUTIONS TO SHAREHOLDERS																					
	Dividends from net investment income			
	Distributions from capital gains									 	
																					
		Total distributions 	
																					
Net Asset Value, at End of Period		      3.33	  3.51 	3.34	 3.43  4.55 	
																					
TOTAL RETURN (f)				                     -5.13%5.16%-2.62% -28.01% -12.39%	
																					
RATIOS AND SUPPLEMENTAL DATA																					
Net Assets, End of Period  ($000 Omitted) 7,288	7,855 	4,370 	452   	757 	 	
Ratios to Net Assets:																					
     Expenses, before waiver of fees	     3.14%	3.54%	4.82%	9.04%	6.19%	
     Expenses, after waiver of fees 	     2.91%	3.54%	3.53%	6.00%	5.19%		
     Net investment income		             -0.11% -0.43%0.17%  -4.78%  -4.50%		
Portfolio Turnover Rate			              234.67%129.20%57.20%148.21%143.11%		
Average Commission Rate Paid (e)																					
Number of Shares Outstanding at End of Period																					
	(000 Omitted)			                       2,191 	2,241 1,309	132      166 	 	
																					
																					
(a)  All capital shares issued and outstanding as of November 6, 1996 were 
     reclassified as Class C shares.																					
(b)  For the period December 9, 1996 (effective date) to December 31, 1996.					
(c)  For the period January 7, 1997 (first sale date) to December 31, 1997.					
(d)  Allocated between Net Investment Income and Net Gains or (Losses) on 
     Securities based on monthly weighted average shares outstanding.										
		average shares outstanding.																			
(e)  Relates to purchases and sales of equity securities.  Prior to year end 
     1996 disclosure of average commission rate was not required.														
(f)  Total return measures the change in value of an investment over the 
     periods indicated.  It is not annualized.  It does not inclued the 
     maximum front end sales charge or contingent deferred sales charge.							
																					
							                                      CLASS D		CLASS A	CLASS B			
																		
							                                    1997	1996 (b)	1997 (c)	1997 (c)	
Per Share Operating Performance:																		
Net Asset Value, Beginning of Period	       3.51	3.46 		3.65 		3.65 	
																		
INCOME FROM INVESTMENT OPERATIONS																		
	Net investment income (d)		                0.01 													
	Net gains  (losses) on investments																	
	(both realized and unrealized) (d)        -0.16	0.05 		-0.30		-0.32 	
																		
	Total from investment operations          -0.15 	0.05 		-0.30 	-0.32 	
																		
DISTRIBUTIONS TO SHAREHOLDERS																		
	Dividends from net investment income																	
	Distributions from capital gains																	
								 									 	
		Total distributions																
																		
Net Asset Value, End of Period		             3.36 3.51 		3.35 		3.33 	
																		
TOTAL RETURN (f)	                       				-0.04	0.05 		-0.08		-0.04 	
																		
RATIOS AND SUPPLEMENTAL DATA																		
Net Assets, End of Period  ($000 Omitted)	   972	1,839 	   8 		    1 	
Ratios to Net Assets																		
     Expenses, before waiver of fees 	      2.20%	2.13%		2.38%		2.84%	
     Expenses, after waiver of fees		       1.97%	2.13%		2.15%		2.60%	
     Net investment income			               0.82%			     0.64%		0.19%	
Portfolio Turnover Rate			                234.67%129.20% 234.67% 234.67%	
Average Commission Rate Paid (e)		          0.02	 0.03											
Number of Shares Outstanding at End of Period																		
	(000 Omitted)				                           290   524 	   3 		   0 	
																		
																		
(a)  All capital shares issued and outstanding as of November 6, 1996 were 
     reclassified as Class C shares.																		
(b)  For the period December 9, 1996 (effective date) to December 31, 1996.				
(c)  For the period January 7, 1997 (first sale date) to December 31, 1997.					
(d)  Allocated between Net Investment Income and Net Gains or (Losses) on 
     Securities based on monthly weighted average shares outstanding.									
		average shares outstanding.																
(e)  Relates to purchases and sales of equity securities.  Prior to year end 
     1996 disclosure of average commission rate was not required.													
(f)  Total return measures the change in value of an investment over the 
     periods indicated.  It is not annualized.  It does not inclued the 
     maximum front end sales charge or contingent deferred sales charge.							


Investment Advisor                           Board of Directors
Centurion Counsel, Inc.                      Carol Ann Freeland
11545 W. Bernardo Ct.,#100                   Richard E. Hall
San Diego, CA 92127                          Jack K. Heilbron
                                             Russell W. Ketron
                                             Doug Werner

Distributor 
Centurion Institutional Services, Inc.
11545 W. Bernardo Ct. #100                 Officers
San Diego, CA 92127                        Jack K.Heilbron
                                           Chief Executive Officer
                                           Chief Investment Officer
Shareholder
Servicing Agent                            Kenneth W. Elsberry
Centurion Group, Inc.                      President and Chief 
11545 W. Bernardo Ct. #100                 Financial Officer
San Diego, CA 92127
                                           Mary R. Limoges
                                           Secretary
Auditors                                   
Squire & Co.                               Portfolio Manager
1205 Prospect St., Ste 400                 Jack K. Heilbron
La Jolla, CA 92037

Legal Counsel
Bruce J. Rushall, Esq.
Rushall & McGeever
211 Palomar Airport Road #200
Carlsbad, CA 92009


**A prospectus may obtained by contacting a Financial Consultant at Centurion
Institutional Services, Inc.  The prospectus containing more complete
information should be read carefully before making an investment in 
Centurion T.A.A. Fund, Inc.




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