ELFUN DIVERSIFIED FUND
24F-2NT, 1996-02-29
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U.S. SECURITIES AND EXCHANGE COMMISSION
          Washington, D.C. 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.

  1.    Name and address of issuer:
          ELFUN DIVERSIFIED FUND
  c/o General Electric Investment Corporation
            3003 Summer Street
           Stamford, CT  06905

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

                   N/A

  3.    Investment Company Act File Numb No.  811-5324

         Securities Act File Number:     No.  33-17093

  4.    Last day of fiscal year for which this notice is filed:
                                                  December 31, 1995


  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 the rule
         24f-2(a)(1), if applicable (see instruction A.6):



  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:

                                Shares

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

                                Shares
                                Dollar Amount

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


                                Shares            745,924.818
                                Dollar Amount   11,488,050.56
<PAGE>2
 10.    Number and aggregate sale price of securities sold during the fiscal
        year in reliance upon registration pursuant to rule 24f-2:

                                Shares            745,924.818
                                Dollar Amount   11,488,050.56

 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):
                                Shares            264,904.930
                                Dollar Amount    4,187,937.31

 12.  Calculation of registration Fee:  (i)  Aggregate sale price of
       securities sold during the fiscal year in reliance on 24f-2 (from item
            10):            $  $                11,488,050.56

      (ii)  Aggregate price of shares issued in connection with dividend
            reinvestment plans (from item 11 if applicable):
                            +  $                 4,187,937.31

     (iii)  Aggregate price of shares redeemed or repurchased during the
             fiscal year (if applicable)
                            -  $                 7,623,730.34

     (iv)  Aggregate price of shares redeemed or repurchased and previously
            applied as a reduction to filing fees pursuant to rule 24e-2 (if
            applicable):    +  $                       -

      (v)  Net aggregate sale 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):
                            $  $                 8,052,257.53

     (vi)  Multiplier prescribed by Section 6(b) of the Securities act of 1933
            or other applicable law or regulation (see Instruction C.6):
                              x                      0.000345


     (vii)  Fee due [line (i) or line (v) multiplied by line (iv)]:
                            $                        2,776.64


 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:


                     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/ Jeffrey Groh
                            Treasurer



 Date                       2/22/96

 * Please print the name and title of the signing officer below the signature.
<PAGE>3

            [LETTERHEAD OF GENERAL ELECTRIC INVESTMENT CORPORATION]




                                        February 22, 1996



Trustees of Elfun Diversified Fund
3003 Summer Street
Stamford, Connecticut 06905

Gentlemen:

     I have examined the Fund Agreement, as amended to date, of Elfun
Diversified Fund (the "Fund"), a specimen of the Fund's Statement of Account
issued to Unitholders in respect of the units the registration of which was
made definite in number by Form 24f-2 for Elfun Diversified Fund, dated
February 22, 1996 (the "Notification"), being filed with the Securities and
Exchange Commission (such units, the "Units").  I am of the opinion that the
Units were legally issued and are fully paid and non-assessable.

     I consent to the use of this opinion in connection with the Notification
and to the filing of a copy of this opinion with the Notification.

                                        Very truly yours,

                                        /s/ Matthew J. Simpson

                                        Matthew J. Simpson
                                        Vice President and Associate
                                        General Counsel









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