MAXIM SERIES FUND, INC.
8515 East Orchard Road
Englewood, Colorado 80111
December 27, 1995
Securities and Exchange Commission
450 Fifth St., N.W.
Washington, D.C. 20549
RE: Rule 24f-2 Notice for Maxim Series Fund, Inc.
File No.: 811-3364
Gentlemen:
This letter is furnished as the requisite opinion of counsel described in
paragraph (b) (1)
(v) of Rule 24f-2.
I am the Assistant Secretary of Maxim Series Fund, Inc. In so acting, I
have made such
examination of the law, records and documents as in my judgment are necessary or
appropriate to enable me to render the opinion expressed below.
I am of the opinion with respect to the aforesaid securities, which are the
securities the
registration of which is made definitive in number by the Rule 24f-2 Notice
that this
opinion accompanies, that the shares of the various classes of Maxim Series
Fund's
common stock were legally issued, fully paid and non-assessable.
Sincerely,
Beverly A. Byrne
Assistant Secretary
Enclosures
BAB\2786.vaa
