ULTRA SERIES FUND
24F-2NT, 1997-02-18
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                                   FORM 24F-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2


1.  Name and address of issuer:
         Ultra Series Fund
         2000 Heritage Way
         Waverly, Iowa  50677


2.  Name of each series or class of funds for which this notice is filed:
         Group Annuity

3.  Investment Company Act File Number:   811-4815


     Securities Act File Number:  2-87775


4.  Last day of fiscal year for which this notice is filed:   December 31, 1996


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 issuer's  24f-2
    declaration:
                                                                             | |

6.  Date of  termination  of issuer's  declaration  under rule  24f-2(a)(1),  if
    applicable (see Instructions A.6): N/A


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: N/A


8.  Number and amount of securities registered during the fiscal year other than
    pursuant to rule 24f-2: N/A


9.  Number and aggregate sale price of securities sold during the fiscal year:

    $15,751,826

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

         $15,751,826

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): N/A


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):
                                                                    $ 15,751,826
                                                     ---------------------------

      (ii)  Aggregate  price  of  shares  issued  in  connection  with  dividend
      reinvestment plans (from Item 11, if applicable):
                                                                             + 0

      (iii) Aggregate price of shares redeemed or repurchased  during the fiscal
year (if applicable):

                                                                    - 14,388,442
                                                     ---------------------------

      (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):

                                                                       1,363,384

      (vi)  Multiplier  prescribed by Section 6(b) of the Securities Act of 1933
      or other applicable law or regulation (see Instruction C.6):

                                                           x 1/33 of 1% (1/3300)
      (vii)  Fee due [line (i) or line (v) multiplied by line (vi)]:
                                                                       1,363,384
                                                                            $413

    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:

      February 10, 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.


                                                     Ultra Series Fund



February 9, 1997                                       /s/ Michael S. Daubs
Date                                                 Michael S. Daubs, President



OFFICE OF GENERAL COUNSEL

LINDA L. LILLEDAHL
Associate General Counsel
(608) 231-8588
FAX (608) 238-2472

February 14, 1997

Board of Trustees
Ultra Series Fund
2000 Heritage Way
Waverly, IA  50677

RE:      Rule 24f-2 Notice - Ultra Series Fund
         File No. 2-87775 - For the Period Ended 12/31/96

Ladies and Gentlemen:

This opinion letter pertains to the Rule 24f-2 Notice for the Ultra Series Fund,
a registered  investment company serving as an underlying investment vehicle for
separate accounts of CUNA Mutual Life Insurance Company. It is my opinion that:

1.       The  Ultra  Series  Fund was  organized  under the laws of the state of
         Massachusetts  and validly exists under those laws as an unincorporated
         voluntary association known as a business trust.

2.       Shares of the Ultra  Series  Fund issued  upon  acceptance  of purchase
         payments (and in accordance  with the  prospectus)  are legally issued,
         fully paid, nonassessable shares of the Fund.

This  opinion  letter,  or a copy  thereof,  may be used as an  exhibit to Ultra
Series Fund's Rule 24f-2 Notice.

                                                 Sincerely,

                                                 /s/ Linda L. Lilledahl

                                                 Linda L. Lilledahl




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