AUL AMERICAN SERIES FUND INC
24F-2NT, 1997-02-28
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                                   ATTACHMENT

                     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: AUL American Series Fund, Inc.
                               One American Square
                               Indianapolis, IN 46204

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

                               Equity Portfolio
                               Bond Portfolio
                               Managed Portfolio
                               Tactical Asset Allocation Portfolio
                               Money Market Portfolio

3.  Investment Company Act File Number: 811-05850

    Securities Act File Number:          33-30156

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:                    
                                N.A.               [ ]

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

                                None

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

                                None

9. Number and aggregate sale price of securities sold during the fiscal year:(1)

                               See Item 10 below

10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2: (1)

Portfolio:                             # of shares:        Aggregate Sales Price

Equity Portfolio:                       443,083.448             $   6,803,320.80
Bond Portfolio:                         970,771.983             $  10,382,062.03
Managed Portfolio:                      749,340.704             $   9,553,566.28
Tactical Asset Allocation Portfolio:          0.000                         0.00
Money Market Portfolio:              40,998,589.960              $ 40,998,589.96

                    TOTALS           43,161,786.095              $ 67,737,539.07
<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):

                                 Not Applicable

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):     $  67,737,539.07

(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):                 - $  37,697,735.32

(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  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):                                 $ 30,039,803.75

(vi)  Multiplier prescribed by Section 6 (b) of the Securities
      Act of 1933 or other applicable law or regulation (see
      Instruction  C.6):                                       x          1/3300

(vii) Fee due line (i) or line (v) multiplied by line (vi):           $ 9,102.97

     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.

 (1) AUL AMERICAN SERIES FUND, INC. (the "Fund") hereby makes definite the regi-
      stration of 88,048,739.423 shares of the Fund under the Securities Act of
      1933, as amended.  Pursuant to the position of the Securities and Exchange
      Commission (the "SEC") as set forth in instruction B.5. to Form 24f-2, the
      Fund calculates and pays registration fees pursuant to Rule 24f-2 under
      the Investment Company Act of 1940, as amended, only on those units issued
      in the previous fiscal year to separate accounts, qualified plans, and
      other entities that are not registered with, and do not pay registration
      fees to, the SEC.

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:
                                    2/27/97

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)________________________________________________________
                        James W. Murphy, Chairman of the Board & President

Date: February 27, 1996

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

<PAGE>
                                  LAW OFFICE OF
                             DECHERT PRICE & RHOADS

                               1500 K STREET, N.W.
                            WASHINGTON, DC 2005-1208


                            TELEPHONE: (202) 626-3300
                               FAX: (202) 626-3334




                                                               February 25, 1997

AUL American Series Fund, Inc.
One American Square
Indianapolis, IN 46204

Dear Sir or Madam:

     As counsel for AUL American  Series  Fund,  Inc.  (the  "Fund")  during the
fiscal  year  ended   December  31,  1996,  we  are  familiar  with  the  Fund's
registration  under the Investment Company Act of 1940 and with the registration
statement  relating  to its  shares of common  stock  (the  "Shares")  under the
Securities Act of 1933 (File No. 33-30156) (the  "Registration  Statement").  We
have also  examined  such other  corporate  records,  agreements,  documents and
instruments as we deemed appropriate.

     Based upon the foregoing,  it is our opinion with respect to 88,048,739.423
Shares for valuable consideration in the amount of $132,847,400.31 (representing
1,008,501.123  Shares of the AUL American Equity  Portfolio for  $15,509,200.16;
1,457,729.713  Shares of the AUL American  Bond  Portfolio  for  $15,582,570.78;
84,194,545.330 Shares of AUL American Money Market Portfolio for $84,194,545.33;
82,897.777  Shares of AUL  American  Tactical  Asset  Allocation  Portfolio  for
$903,154.91;  and 1,305,065.480 Shares of the AUL American Managed Portfolio for
$16,657,929.13),  the registration of which is being made definite by the Notice
pursuant to Rule 24F-2 under the Investment Company Act of 1940 ("Notice") being
filed by the Fund for its fiscal year ended  December  31, 1996,  assuming  such
Shares were sold at the public  offering price and delivered by the Fund against
receipt of the net asset value of the Shares in compliance with the terms of the
Registration  Statement and the requirements of applicable law, that such Shares
were, when sold, duly and validly authorized,  legally and validly issued, fully
paid, and non-assessable.

     We consent to the filing of this opinion in  connection  with the Notice on
Form 24F-2 to be filed by the Fund with the Securities  and Exchange  Commission
for the Fund's fiscal year ended December 31, 1996.

Very truly yours, 

Dechert, Price & Rhoads



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