AVESTA TRUST
24F-2NT, 1997-02-27
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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 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.


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1. Name and address of issuer: Avesta Trust
                               7-TCT-37  
                               PO Box 1555
                               Houston, Texas 77251-1555

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2. Name of each series or class of funds for which this notice if filed: Equity
   Growth Fund, Equity Income Fund, Balanced Fund, Income Fund, Money Market
   Fund, Core Equity Fund, Small Capitalization Fund, Short Intermediate Term
   U.S. Government Securities Fund, U.S. Government Securities Fund,
   Intermediate Term Bond Fund, Risk Manager-Income Fund, Risk Manager-Balanced
   Fund, Risk Manager-Growth Fund
- --------------------------------------------------------------------------------
3. Investment Company Act File Number: 811-5526    

   Securities Act File Number: CIK Number: 0000803747            


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4. Last day of fiscal year for which this notice is filed: 12/31/96




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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:
                                                                            [ ]

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


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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(zero) Shares

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

   0(zero) shares

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

   
   Total Shares Issued: 168,328,638
   Aggregate Price of Shares Issued: $241,278,323
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10. Number and aggregate sale price of securities sold during the fiscal year in
    reliance upon registration pursuant to rule 24f-2:

    Total Shares Issued: 168,328,638
    Aggregate Price of Shares Issued: $241,278,323
- --------------------------------------------------------------------------------
<PAGE>
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):




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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):                                    $ 241,278,323
                                                             -------------------
    (ii)  Aggregate price of shares issued in connection
          with dividend reinvestment plans (from Item 11,
          if applicable):                                    +
                                                             -------------------
    (iii) Aggregate price of shares redeemed or repurchased 
          during the fiscal year (if applicable):            - 201,174,347
                                                             -------------------
    (iv)  Aggregate price of shares redeemed or repurchased
          and previously applied as a reduction to filing
          fees pursuant to rule 24f-2 (if applicable):       +
                                                             -------------------
    (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):                        
                                                             -------------------

    (vi)  Multiplier prescribed by Section 6(b) of the 
          Securities Act of 1933 or other applicable law or
          regulation (see instruction C.6):                  x 0.00034482
                                                             -------------------
    (vii) Fee due [line (i) or line (v) multiplied by 
          line (vi)]:                                        $  13,828.65
                                                             ===================

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
    Procedures (17 CFR 202.3a).
                                                                [X]

    Date of mailing or wire transfer of filing fees to the Commission's lockbox 
    depository:


    Month Day, Year   02/21/97

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                                  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 (Signature and Title)* /s/ CHERYL MORGAN
                          ------------------------------------------------------

                          Cheryl Morgan, Treasurer
                          ------------------------------------------------------


Date 02/27/97
     ----------------------------

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




<PAGE>
 
    [LIDDELL, SAPP, ZIVLEY, HILL & LABOON, L.L.P. LETTERHEAD APPEARS HERE]





                               February 25, 1997


AVESTA Trust
07 TCT 37
601 Travis
Houston, Texas 77002

Gentlemen:

        We have acted as Texas counsel for the AVESTA Trust (the "Trust") in
connection with certain aspects of its Registration Statement (the "Registration
Statement") on Form N-1A as amended (File No. 33-9421) filed with the Securities
and Exchange Commission pursuant to the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended. The Registration Statement
covered an unlimited number of units of beneficial interests ("Units") in the
Trust, which is an opened-end, diversified management investment company for
federal securities law purposes consisting of fifteen (15) funds -- the Money
Market Fund, the Income Fund, the Equity Growth Fund, the Equity Income Fund,
the Balanced Fund, the Short-Intermediate Term U.S. Government Securities Fund,
the U.S. Government Securities Fund, the Small Capitalization Fund, the Core
Equity Fund, the Intermediate Term Bond Fund, the Risk Manager-Income Fund, the
Risk Manger-Balanced Fund, the Risk Manger-Growth fund, the International Equity
Fund and the International Bond Fund.

        You have advised us that, during the fiscal year of the Trust ending 
December 31, 1996, the Trust has issued and sold 163,851,223 units of the Money 
Market Fund, 473,031 units of the Income Fund, 590,521 units of the Equity 
Growth Fund, 578,822 units of the Equity Income Fund, 297,343 units of the 
Balanced Fund, 745,912 units of the Short-Intermediate Term U.S. Government 
Securities Fund, 64,599 units of the U.S. Government Securities Fund, 458,305 
units of the Small Capitalization Fund, 440,515 units of the Core Equity Fund, 
477,320 units of the Intermediate Term Bond Fund, 80,449 units of the Risk 
Manger-Income Fund, 144,554 units of the Risk Manager-Balanced Fund, 126,044 
units of the Risk Manger-Growth Fund, no units of the International Equity Fund 
and no units of the International Bond Fund.

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AVESTA TRUST
February 25, 1997
Page 2


        You have delivered to us a copy of the Amended and Restated Declaration
of Trust dated May 1, 1994, and we assume no changes to such Declaration of
Trust have been made. We further assume that there have been no changes to the
Rules and Procedures of the Supervisory Committee, which was provided to us by
your counsel, and which we reviewed in forming our original opinion dated March
30, 1988, in connection with the filing of the Registration Statement, except to
the extent the Rules and Procedures of the Supervisory Committee were amended on
February 17, 1993, a copy of which you provided us. We assume there have been no
changes to the form of the Management Agreement, which was provided to us by
your counsel and which we reviewed in forming our original opinion dated March
30, 1988 in connection with the filing of the Registration Statement, except to
the extent that such agreement was extended to include additional funds by
agreements dated March 1, 1993 and May 1, 1994. We assume the continued accuracy
of the assumptions made in our prior opinions with respect to all such
documents, as amended, and with respect to the Declaration of Trust, as amended
and restated.

        We further assume that all participating trusts to which units have been
issued have, as a trustee or co-trustee, either Texas Commerce Bank National 
Association or a bank which is a member of an affiliated group with Texas 
Commerce Bank National Association, as defined in Section 1504 of the Internal 
Revenue Code of 1986, as amended, and that the units described above have been 
issued in accordance with the Declaration of Trust and with the trust 
instruments creating the Participating Trusts.

        We further assume that the Trust is a common law trust governed by the
Texas Trust Code and the fiduciary laws of the State of Texas (to the extent not
pre-empted by Federal regulation) and is not or would not be treated in Texas as
a partnership or a business trust or another business entity not recognized by
the State of Texas.

        Based upon the foregoing, it is our opinion that the units which have 
been issued as described above were validly issued and are fully paid and 
non-assessable.

        Terms used in this opinion shall have the same meanings assigned to such
terms in the Declaration of Trust.

        This opinion is limited to the trust laws of the State of Texas now in
effect, and we disclaim any responsibility to inform you of any changes. This
opinion does not extend to Texas securities laws, and no opinion is made as
to the necessity, if any, to register the Trust or the Units thereof under the
laws of the State of Texas. No opinion is expressed as to any matter that

 

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AVESTA TRUST
February 25, 1997
Page 3


may be governed by the laws of the United States or of any other jurisdiction, 
and compliance with such laws and the issuance of the Units in accordance with 
such laws is expressly assumed herein.

        We hereby consent to the use of this letter by the Trust in connection 
with its Notice pursuant to Rule 24f-2 under the Investment Company Act of 1940 
for its fiscal year ending December 31, 1996.


                                        Very truly yours,

                                        /s/ Liddell, Sapp, Zivley, Hill & LaBoon
                                        ----------------------------------------
                                        Liddell, Sapp, Zivley, Hill & LaBoon

SED:ro



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