ADVISORS INNER CIRCLE FUND
24F-2NT, 1996-12-30
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<PAGE> 1

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 50249

FORM 24F-2
Annual Notice of Securities Sold 
Pursuant to Rule 24f-2


 
1. Name and address of issuer:
The Advisors' Inner Circle Fund
2 Oliver Street
Boston, Mass 02109


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


3. Investment Company Act File Number:  811 - 6400

    Securities Act File Number:  33 - 42484 


4. Last day of fiscal year for which this notice is filed:

	October 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 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:  0


8 Number and amount of securities registered during the fiscal year other 
than pursuant to rule 24f-2:  0






<PAGE 2>
9. Number and aggregate sale price of securities sold during the fiscal year:
Dollars $20,816,292,296
Shares   20,816,292,296


10. Number and aggregate sale price of securities sold during the fiscal
 year in reliance upon registration pursuant to rule 24f-2:
Dollars $20,816,292,296
Shares   20,816,292,296


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):
Dollars $22,308,627
Shares    22,308,627 

<TABLE>

<CAPTION>

12 Calculation of registration fee:

<S>                                                                                                            <C>

     (I)     Aggregate sale price of securities sold during the fiscal 
              year in reliance on rule 24f-2 (from Item 10):                              $20,816,292,296
     (ii)    Aggregate price of shares issued in connection with
              dividend reinvestment plans (from Item 11, if applicable):         +       22,308,627
     (iii)   Aggregate price of shares redeemed or repurchased during
            	the fiscal year (if applicable):                                                        -20,883,490,523
     (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):                                (44,889,600)
     (vi)    Multiplier prescribed by Section 6(b) of the Securities Act
              of 1933 or other applicable law or regulation (see                       x1/33th
              instruction C.6):                                                                             
     (vii)   Fee due [line (i) or line (v) multiplied by line (vi)]:                         $0
                                                                                                                   
</TABLE>











<PAGE> 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).
                                                                   [  ]
      Date of mailing or wire transfer of filing fees to the Commission's
       lockbox depository:  December 30, 1996

SIGNATURES

This report has been signed below by the following person on behalf 
of the issuer and in the capacities and on the dates indicated.

       By (Signature and Title)* /s/Stephen G. Meyer
			      Stephen G. Meyer, Controller

        Date December 30, 1996

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

 
                        






























<PAGE> 4
              
December 30,1996

Securities & Exchange Commission
450 5th Street, N.W.
Washington, DC  20549

Ladies and Gentlemen:

The Advisors' Inner Circle Fund (the "Trust") is a trust organized
under the laws of the Commonwealth of Massachusetts with its
principal place of business in Boston, Massachusetts.  The Trust is
about to file a Rule 24f-2 Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, for the purpose of 
making definite the number of shares of beneficial interest ("Shares")
which it has registered under the Securities Act of 1933, as amended,
and which it sold during its fiscal year ended October 31, 1996.

As counsel to SEI Financial Services Company, I have examined copies,
either certified or otherwise proved to be genuine, of its Agreement
and Declaration of Trust, and By-Laws, as now in effect, the minutes
of meetings of its Trustees and other documents relating to the Trust's
organization and operation, as I have deemed necessary in rendering
this opinion.  I have been advised that during its fiscal year ended
October 31, 1996, the Trust sold 20,838,600,923 Shares
( including Dividend Reinvestment Plan Shares), at an aggregate sales
price of $20,838,600,923and redeemed 20,883,490,523 Shares having
an aggregate redemption price of $20,883,490,523. Based upon the
foregoing, it is my opinion that:
              

	1.	The Trust is authorized to issue an unlimited number
 of Shares, including those Shares now issued and outstanding.  Under
 Massachusetts law, such Shares which were issued and subsequently
 were redeemed by the Trust may be resold.

	2.	The 20,838,600,923 Shares sold during the Trust's
 fiscal year ended October 31, 1996, the registration of which will be
 made definite by the filing of a Rule 24f-2 Notice, were legally issued,
 fully paid and non-assessable. I express no legal opinion with respect
 to compliance with the Securities Act of 1933, the Investment Company
 Act of 1940 or applicable state securities laws in connection with the
 sale of such Shares.











Securities and Exchange Commission
Page Two
December 30,1996

The Trust is an entity of the type commonly known as a
"Massachusetts business trust". Under Massachusetts law, shareholders
could, under certain circumstances, be held personally liable for the
obligations of the Trust.  The Declaration of Trust states that creditors
of, contractors with and claimants against the Trust shall look only to
the assets of the Trust for payment.  It  also requires that notice of such
disclaimer be given in each contract or instrument made or issued by the
officers or the Trustees of the Trust on behalf of the Trust.  The
Declaration of Trust further provides:  (i) for indemnification out of
Trust assets for all loss and expense of any shareholder held personally
liable for the obligations of the Trust by virtue of ownership of Shares of
the Trust; and (ii) for the Trust to assume the defense of any claim against
the shareholder for any act or obligation of the Trust.  Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Trust would be unable to meet its
obligations.

I hereby consent to this opinion accompanying the Rule 24f-2 Notice which
 the Trust is about to file with the Securities and Exchange Commission.

Very truly yours,


/s/ Barbara A. Nugent
Barbara A. Nugent, Esquire















<PAGE> 1

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 50249

FORM 24F-2
Annual Notice of Securities Sold 
Pursuant to Rule 24f-2


 
1. Name and address of issuer:
The Advisors' Inner Circle Fund
2 Oliver Street
Boston, Mass 02109


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


3. Investment Company Act File Number:  811 - 6400

    Securities Act File Number:  33 - 42484 


4. Last day of fiscal year for which this notice is filed:

	October 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 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:  0


8 Number and amount of securities registered during the fiscal year other 
than pursuant to rule 24f-2:  0






<PAGE 2>
9. Number and aggregate sale price of securities sold during the fiscal year:
Dollars $4,139,553
Shares       402,230


10. Number and aggregate sale price of securities sold during the fiscal
 year in reliance upon registration pursuant to rule 24f-2:
Dollars $4,139,553
Shares       402,230

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):
Dollars $1,094,815
Shares       105,562

<TABLE>

<CAPTION>

12 Calculation of registration fee:

<S>                                                                                                            <C>

     (I)     Aggregate sale price of securities sold during the fiscal 
              year in reliance on rule 24f-2 (from Item 10):                              $4,139,553
     (ii)    Aggregate price of shares issued in connection with
              dividend reinvestment plans (from Item 11, if applicable):         +  1,094,815
     (iii)   Aggregate price of shares redeemed or repurchased during
              	the fiscal year (if applicable):                                                        - 2,529,146
     (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):                               2,705,222
     (vi)    Multiplier prescribed by Section 6(b) of the Securities Act
              of 1933 or other applicable law or regulation (see                       x1/33th
              instruction C.6):                                                                             
     (vii)   Fee due [line (i) or line (v) multiplied by line (vi)]:                         $819.76
                                                                                                                   
</TABLE>











<PAGE> 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:  December 30, 1996

SIGNATURES

This report has been signed below by the following person on behalf 
of the issuer and in the capacities and on the dates indicated.

       By (Signature and Title)* /s/Stephen G. Meyer
			      Stephen G. Meyer, Controller

        Date December 30, 1996

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

 
                        






























<PAGE> 4
              
December 30,1996

Securities & Exchange Commission
450 5th Street, N.W.
Washington, DC  20549

Ladies and Gentlemen:

The Advisors' Inner Circle Fund (the "Trust") is a trust organized
under the laws of the Commonwealth of Massachusetts with its
principal place of business in Boston, Massachusetts.  The Trust is
about to file a Rule 24f-2 Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, for the purpose of 
making definite the number of shares of beneficial interest ("Shares")
which it has registered under the Securities Act of 1933, as amended,
and which it sold during its fiscal year ended October 31, 1996.

As counsel to SEI Financial Services Company, I have examined copies,
either certified or otherwise proved to be genuine, of its Agreement
and Declaration of Trust, and By-Laws, as now in effect, the minutes
of meetings of its Trustees and other documents relating to the Trust's
organization and operation, as I have deemed necessary in rendering
this opinion.  I have been advised that during its fiscal year ended
October 31, 1996, the Trust sold 507,792 Shares
( including Dividend Reinvestment Plan Shares), at an aggregate sales
price of $5,234,367 and redeemed 248,879 Shares having
an aggregate redemption price of $2,529,146. Based upon the
foregoing, it is my opinion that:
              

	1.	The Trust is authorized to issue an unlimited number
 of Shares, including those Shares now issued and outstanding.  Under
 Massachusetts law, such Shares which were issued and subsequently
 were redeemed by the Trust may be resold.

	2.	The 507,792 Shares sold during the Trust's
 fiscal year ended October 31, 1996, the registration of which will be
 made definite by the filing of a Rule 24f-2 Notice, were legally issued,
 fully paid and non-assessable. I express no legal opinion with respect
 to compliance with the Securities Act of 1933, the Investment Company
 Act of 1940 or applicable state securities laws in connection with the
 sale of such Shares.











Securities and Exchange Commission
Page Two
December 30,1996

The Trust is an entity of the type commonly known as a
"Massachusetts business trust". Under Massachusetts law, shareholders
could, under certain circumstances, be held personally liable for the
obligations of the Trust.  The Declaration of Trust states that creditors
of, contractors with and claimants against the Trust shall look only to
the assets of the Trust for payment.  It  also requires that notice of such
disclaimer be given in each contract or instrument made or issued by the
officers or the Trustees of the Trust on behalf of the Trust.  The
Declaration of Trust further provides:  (i) for indemnification out of
Trust assets for all loss and expense of any shareholder held personally
liable for the obligations of the Trust by virtue of ownership of Shares of
the Trust; and (ii) for the Trust to assume the defense of any claim against
the shareholder for any act or obligation of the Trust.  Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Trust would be unable to meet its
obligations.

I hereby consent to this opinion accompanying the Rule 24f-2 Notice which
 the Trust is about to file with the Securities and Exchange Commission.

Very truly yours,


/s/ Barbara A. Nugent
Barbara A. Nugent, Esquire















<PAGE> 1

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 50249

FORM 24F-2
Annual Notice of Securities Sold 
Pursuant to Rule 24f-2


 
1. Name and address of issuer:
The Advisors' Inner Circle Fund
2 Oliver Street
Boston, Mass 02109


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


3. Investment Company Act File Number:  811 - 6400

    Securities Act File Number:  33 - 42484 


4. Last day of fiscal year for which this notice is filed:

	October 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 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:  0


8 Number and amount of securities registered during the fiscal year other 
than pursuant to rule 24f-2:  0






<PAGE 2>
9. Number and aggregate sale price of securities sold during the fiscal year:
Dollars $14,641,828
Shares      1,167,716


10. Number and aggregate sale price of securities sold during the fiscal
 year in reliance upon registration pursuant to rule 24f-2:
Dollars $14,641,828
Shares      1,167,716

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):
Dollars $417,586
Shares      32,707

<TABLE>

<CAPTION>

12 Calculation of registration fee:

<S>                                                                                                            <C>

     (I)     Aggregate sale price of securities sold during the fiscal 
              year in reliance on rule 24f-2 (from Item 10):                              $14,641,828
     (ii)    Aggregate price of shares issued in connection with
              dividend reinvestment plans (from Item 11, if applicable):         +      417,586
     (iii)   Aggregate price of shares redeemed or repurchased during
              	the fiscal year (if applicable):                                                        -  1,396,603
     (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):                               13,662,811
     (vi)    Multiplier prescribed by Section 6(b) of the Securities Act
              of 1933 or other applicable law or regulation (see                       x1/33th
              instruction C.6):                                                                             
     (vii)   Fee due [line (i) or line (v) multiplied by line (vi)]:                         $4140.25
                                                                                                                   
</TABLE>











<PAGE> 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:  December 30, 1996

SIGNATURES

This report has been signed below by the following person on behalf 
of the issuer and in the capacities and on the dates indicated.

       By (Signature and Title)* /s/Stephen G. Meyer
			      Stephen G. Meyer, Controller

        Date December 30, 1996

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

 
                        






























<PAGE> 4
              
December 30,1996

Securities & Exchange Commission
450 5th Street, N.W.
Washington, DC  20549

Ladies and Gentlemen:

The Advisors' Inner Circle Fund (the "Trust") is a trust organized
under the laws of the Commonwealth of Massachusetts with its
principal place of business in Boston, Massachusetts.  The Trust is
about to file a Rule 24f-2 Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, for the purpose of 
making definite the number of shares of beneficial interest ("Shares")
which it has registered under the Securities Act of 1933, as amended,
and which it sold during its fiscal year ended October 31, 1996.

As counsel to SEI Financial Services Company, I have examined copies,
either certified or otherwise proved to be genuine, of its Agreement
and Declaration of Trust, and By-Laws, as now in effect, the minutes
of meetings of its Trustees and other documents relating to the Trust's
organization and operation, as I have deemed necessary in rendering
this opinion.  I have been advised that during its fiscal year ended
October 31, 1996, the Trust sold 1,200,423 Shares
( including Dividend Reinvestment Plan Shares), at an aggregate sales
price of $15,059,414 and redeemed 109,238 Shares having
an aggregate redemption price of $1,396,603. Based upon the
foregoing, it is my opinion that:
              

	1.	The Trust is authorized to issue an unlimited number
 of Shares, including those Shares now issued and outstanding.  Under
 Massachusetts law, such Shares which were issued and subsequently
 were redeemed by the Trust may be resold.

	2.	The 1,200,423 Shares sold during the Trust's
 fiscal year ended October 31, 1996, the registration of which will be
 made definite by the filing of a Rule 24f-2 Notice, were legally issued,
 fully paid and non-assessable. I express no legal opinion with respect
 to compliance with the Securities Act of 1933, the Investment Company
 Act of 1940 or applicable state securities laws in connection with the
 sale of such Shares.











Securities and Exchange Commission
Page Two
December 30,1996

The Trust is an entity of the type commonly known as a
"Massachusetts business trust". Under Massachusetts law, shareholders
could, under certain circumstances, be held personally liable for the
obligations of the Trust.  The Declaration of Trust states that creditors
of, contractors with and claimants against the Trust shall look only to
the assets of the Trust for payment.  It  also requires that notice of such
disclaimer be given in each contract or instrument made or issued by the
officers or the Trustees of the Trust on behalf of the Trust.  The
Declaration of Trust further provides:  (i) for indemnification out of
Trust assets for all loss and expense of any shareholder held personally
liable for the obligations of the Trust by virtue of ownership of Shares of
the Trust; and (ii) for the Trust to assume the defense of any claim against
the shareholder for any act or obligation of the Trust.  Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Trust would be unable to meet its
obligations.

I hereby consent to this opinion accompanying the Rule 24f-2 Notice which
 the Trust is about to file with the Securities and Exchange Commission.

Very truly yours,


/s/ Barbara A. Nugent
Barbara A. Nugent, Esquire















<PAGE> 1

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 50249

FORM 24F-2
Annual Notice of Securities Sold 
Pursuant to Rule 24f-2


 
1. Name and address of issuer:
The Advisors' Inner Circle Fund
2 Oliver Street
Boston, Mass 02109


2. Name of each series or class of funds for which this notice is filed:
Pin Oak Aggressive Stock Fund


3. Investment Company Act File Number:  811 - 6400

    Securities Act File Number:  33 - 42484 


4. Last day of fiscal year for which this notice is filed:

	October 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 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:  0


8 Number and amount of securities registered during the fiscal year other 
than pursuant to rule 24f-2:  0






<PAGE 2>
9. Number and aggregate sale price of securities sold during the fiscal year:
Dollars $11,944,492
Shares        707,192


10. Number and aggregate sale price of securities sold during the fiscal
 year in reliance upon registration pursuant to rule 24f-2:
Dollars $11,944,492
Shares        707,192

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):
Dollars $ 
Shares    

<TABLE>

<CAPTION>

12 Calculation of registration fee:

<S>                                                                                                            <C>

     (I)     Aggregate sale price of securities sold during the fiscal 
              year in reliance on rule 24f-2 (from Item 10):                              $11,944,492
     (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):                                                        -   3,792,840
     (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):                                 8,151,652
     (vi)    Multiplier prescribed by Section 6(b) of the Securities Act
              of 1933 or other applicable law or regulation (see                       x1/33th
              instruction C.6):                                                                             
     (vii)   Fee due [line (i) or line (v) multiplied by line (vi)]:                         $2,470.20
                                                                                                                   
</TABLE>











<PAGE> 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:  December 30, 1996

SIGNATURES

This report has been signed below by the following person on behalf 
of the issuer and in the capacities and on the dates indicated.

       By (Signature and Title)* /s/Stephen G. Meyer
			      Stephen G. Meyer, Controller

        Date December 30, 1996

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

 
                        






























<PAGE> 4
              
December 30,1996

Securities & Exchange Commission
450 5th Street, N.W.
Washington, DC  20549

Ladies and Gentlemen:

The Advisors' Inner Circle Fund (the "Trust") is a trust organized
under the laws of the Commonwealth of Massachusetts with its
principal place of business in Boston, Massachusetts.  The Trust is
about to file a Rule 24f-2 Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, for the purpose of 
making definite the number of shares of beneficial interest ("Shares")
which it has registered under the Securities Act of 1933, as amended,
and which it sold during its fiscal year ended October 31, 1996.

As counsel to SEI Financial Services Company, I have examined copies,
either certified or otherwise proved to be genuine, of its Agreement
and Declaration of Trust, and By-Laws, as now in effect, the minutes
of meetings of its Trustees and other documents relating to the Trust's
organization and operation, as I have deemed necessary in rendering
this opinion.  I have been advised that during its fiscal year ended
October 31, 1996, the Trust sold 707,192 Shares
( including Dividend Reinvestment Plan Shares), at an aggregate sales
price of $11,944,492 and redeemed 220,544 Shares having
an aggregate redemption price of $3,792,840. Based upon the
foregoing, it is my opinion that:
              

	1.	The Trust is authorized to issue an unlimited number
 of Shares, including those Shares now issued and outstanding.  Under
 Massachusetts law, such Shares which were issued and subsequently
 were redeemed by the Trust may be resold.

	2.	The 707,192 Shares sold during the Trust's
 fiscal year ended October 31, 1996, the registration of which will be
 made definite by the filing of a Rule 24f-2 Notice, were legally issued,
 fully paid and non-assessable. I express no legal opinion with respect
 to compliance with the Securities Act of 1933, the Investment Company
 Act of 1940 or applicable state securities laws in connection with the
 sale of such Shares.











Securities and Exchange Commission
Page Two
December 30,1996

The Trust is an entity of the type commonly known as a
"Massachusetts business trust". Under Massachusetts law, shareholders
could, under certain circumstances, be held personally liable for the
obligations of the Trust.  The Declaration of Trust states that creditors
of, contractors with and claimants against the Trust shall look only to
the assets of the Trust for payment.  It  also requires that notice of such
disclaimer be given in each contract or instrument made or issued by the
officers or the Trustees of the Trust on behalf of the Trust.  The
Declaration of Trust further provides:  (i) for indemnification out of
Trust assets for all loss and expense of any shareholder held personally
liable for the obligations of the Trust by virtue of ownership of Shares of
the Trust; and (ii) for the Trust to assume the defense of any claim against
the shareholder for any act or obligation of the Trust.  Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Trust would be unable to meet its
obligations.

I hereby consent to this opinion accompanying the Rule 24f-2 Notice which
 the Trust is about to file with the Securities and Exchange Commission.

Very truly yours,


/s/ Barbara A. Nugent
Barbara A. Nugent, Esquire















<PAGE> 1

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 50249

FORM 24F-2
Annual Notice of Securities Sold 
Pursuant to Rule 24f-2


 
1. Name and address of issuer:
The Advisors' Inner Circle Fund
2 Oliver Street
Boston, Mass 02109


2. Name of each series or class of funds for which this notice is filed:
White Oak Growth Stock Fund


3. Investment Company Act File Number:  811 - 6400

    Securities Act File Number:  33 - 42484 


4. Last day of fiscal year for which this notice is filed:

	October 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 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:  0


8 Number and amount of securities registered during the fiscal year other 
than pursuant to rule 24f-2:  0






<PAGE 2>
9. Number and aggregate sale price of securities sold during the fiscal year:
Dollars $13,907,429
Shares        697,400


10. Number and aggregate sale price of securities sold during the fiscal
 year in reliance upon registration pursuant to rule 24f-2:
Dollars $13,907,429
Shares        697,400

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):
Dollars $ 40,607
Shares       2,059

<TABLE>

<CAPTION>

12 Calculation of registration fee:

<S>                                                                                                            <C>

     (I)     Aggregate sale price of securities sold during the fiscal 
              year in reliance on rule 24f-2 (from Item 10):                              $13,907,429
     (ii)    Aggregate price of shares issued in connection with
              dividend reinvestment plans (from Item 11, if applicable):         +         40,607
     (iii)   Aggregate price of shares redeemed or repurchased during
              	the fiscal year (if applicable):                                                        -   1,655,404
     (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):                              12,292,632
     (vi)    Multiplier prescribed by Section 6(b) of the Securities Act
              of 1933 or other applicable law or regulation (see                       x1/33th
              instruction C.6):                                                                             
     (vii)   Fee due [line (i) or line (v) multiplied by line (vi)]:                         $3,725.04
                                                                                                                   
</TABLE>











<PAGE> 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:  December 30, 1996

SIGNATURES

This report has been signed below by the following person on behalf 
of the issuer and in the capacities and on the dates indicated.

       By (Signature and Title)* /s/Stephen G. Meyer
			      Stephen G. Meyer, Controller

        Date December 30, 1996

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

 
                        






























<PAGE> 4
              
December 30,1996

Securities & Exchange Commission
450 5th Street, N.W.
Washington, DC  20549

Ladies and Gentlemen:

The Advisors' Inner Circle Fund (the "Trust") is a trust organized
under the laws of the Commonwealth of Massachusetts with its
principal place of business in Boston, Massachusetts.  The Trust is
about to file a Rule 24f-2 Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, for the purpose of 
making definite the number of shares of beneficial interest ("Shares")
which it has registered under the Securities Act of 1933, as amended,
and which it sold during its fiscal year ended October 31, 1996.

As counsel to SEI Financial Services Company, I have examined copies,
either certified or otherwise proved to be genuine, of its Agreement
and Declaration of Trust, and By-Laws, as now in effect, the minutes
of meetings of its Trustees and other documents relating to the Trust's
organization and operation, as I have deemed necessary in rendering
this opinion.  I have been advised that during its fiscal year ended
October 31, 1996, the Trust sold 699,460 Shares
( including Dividend Reinvestment Plan Shares), at an aggregate sales
price of $13,948,036 and redeemed 86,497 Shares having
an aggregate redemption price of $1,655,404. Based upon the
foregoing, it is my opinion that:
              

	1.	The Trust is authorized to issue an unlimited number
 of Shares, including those Shares now issued and outstanding.  Under
 Massachusetts law, such Shares which were issued and subsequently
 were redeemed by the Trust may be resold.

	2.	The 699,460 Shares sold during the Trust's
 fiscal year ended October 31, 1996, the registration of which will be
 made definite by the filing of a Rule 24f-2 Notice, were legally issued,
 fully paid and non-assessable. I express no legal opinion with respect
 to compliance with the Securities Act of 1933, the Investment Company
 Act of 1940 or applicable state securities laws in connection with the
 sale of such Shares.











Securities and Exchange Commission
Page Two
December 30,1996

The Trust is an entity of the type commonly known as a
"Massachusetts business trust". Under Massachusetts law, shareholders
could, under certain circumstances, be held personally liable for the
obligations of the Trust.  The Declaration of Trust states that creditors
of, contractors with and claimants against the Trust shall look only to
the assets of the Trust for payment.  It  also requires that notice of such
disclaimer be given in each contract or instrument made or issued by the
officers or the Trustees of the Trust on behalf of the Trust.  The
Declaration of Trust further provides:  (i) for indemnification out of
Trust assets for all loss and expense of any shareholder held personally
liable for the obligations of the Trust by virtue of ownership of Shares of
the Trust; and (ii) for the Trust to assume the defense of any claim against
the shareholder for any act or obligation of the Trust.  Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Trust would be unable to meet its
obligations.

I hereby consent to this opinion accompanying the Rule 24f-2 Notice which
 the Trust is about to file with the Securities and Exchange Commission.

Very truly yours,


/s/ Barbara A. Nugent
Barbara A. Nugent, Esquire















<PAGE> 1

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 50249

FORM 24F-2
Annual Notice of Securities Sold 
Pursuant to Rule 24f-2


 
1. Name and address of issuer:
The Advisors' Inner Circle Fund
2 Oliver Street
Boston, Mass 02109


2. Name of each series or class of funds for which this notice is filed:
Clover Capital Equity Value  Fund


3. Investment Company Act File Number:  811 - 6400

    Securities Act File Number:  33 - 42484 


4. Last day of fiscal year for which this notice is filed:

	October 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 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:  0


8 Number and amount of securities registered during the fiscal year other 
than pursuant to rule 24f-2:  0






<PAGE 2>
9. Number and aggregate sale price of securities sold during the fiscal year:
Dollars $35,078,414
Shares      2,280,831

10. Number and aggregate sale price of securities sold during the fiscal
 year in reliance upon registration pursuant to rule 24f-2:
Dollars $35,078,414
Shares      2,280,831

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):
Dollars $5,129,621 
Shares       349,265

<TABLE>

<CAPTION>

12 Calculation of registration fee:

<S>                                                                                                            <C>

     (I)     Aggregate sale price of securities sold during the fiscal 
              year in reliance on rule 24f-2 (from Item 10):                              $35,078,414
     (ii)    Aggregate price of shares issued in connection with
              dividend reinvestment plans (from Item 11, if applicable):         +    5,129,621
     (iii)   Aggregate price of shares redeemed or repurchased during
              	the fiscal year (if applicable):                                                        - 11,522,603
     (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):                              28,685,432
     (vi)    Multiplier prescribed by Section 6(b) of the Securities Act
              of 1933 or other applicable law or regulation (see                       x1/33th
              instruction C.6):                                                                             
     (vii)   Fee due [line (i) or line (v) multiplied by line (vi)]:                         $8,692.56
                                                                                                                   
</TABLE>











<PAGE> 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:  December 30, 1996

SIGNATURES

This report has been signed below by the following person on behalf 
of the issuer and in the capacities and on the dates indicated.

       By (Signature and Title)* /s/Stephen G. Meyer
			      Stephen G. Meyer, Controller

        Date December 30, 1996

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

 
                        






























<PAGE> 4
              
December 30,1996

Securities & Exchange Commission
450 5th Street, N.W.
Washington, DC  20549

Ladies and Gentlemen:

The Advisors' Inner Circle Fund (the "Trust") is a trust organized
under the laws of the Commonwealth of Massachusetts with its
principal place of business in Boston, Massachusetts.  The Trust is
about to file a Rule 24f-2 Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, for the purpose of 
making definite the number of shares of beneficial interest ("Shares")
which it has registered under the Securities Act of 1933, as amended,
and which it sold during its fiscal year ended October 31, 1996.

As counsel to SEI Financial Services Company, I have examined copies,
either certified or otherwise proved to be genuine, of its Agreement
and Declaration of Trust, and By-Laws, as now in effect, the minutes
of meetings of its Trustees and other documents relating to the Trust's
organization and operation, as I have deemed necessary in rendering
this opinion.  I have been advised that during its fiscal year ended
October 31, 1996, the Trust sold 2,630,096 Shares
( including Dividend Reinvestment Plan Shares), at an aggregate sales
price of $11,522,603 and redeemed 758,489 Shares having
an aggregate redemption price of $11,522,603. Based upon the
foregoing, it is my opinion that:
              

	1.	The Trust is authorized to issue an unlimited number
 of Shares, including those Shares now issued and outstanding.  Under
 Massachusetts law, such Shares which were issued and subsequently
 were redeemed by the Trust may be resold.

	2.	The 2,630,096 Shares sold during the Trust's
 fiscal year ended October 31, 1996, the registration of which will be
 made definite by the filing of a Rule 24f-2 Notice, were legally issued,
 fully paid and non-assessable. I express no legal opinion with respect
 to compliance with the Securities Act of 1933, the Investment Company
 Act of 1940 or applicable state securities laws in connection with the
 sale of such Shares.











Securities and Exchange Commission
Page Two
December 30,1996

The Trust is an entity of the type commonly known as a
"Massachusetts business trust". Under Massachusetts law, shareholders
could, under certain circumstances, be held personally liable for the
obligations of the Trust.  The Declaration of Trust states that creditors
of, contractors with and claimants against the Trust shall look only to
the assets of the Trust for payment.  It  also requires that notice of such
disclaimer be given in each contract or instrument made or issued by the
officers or the Trustees of the Trust on behalf of the Trust.  The
Declaration of Trust further provides:  (i) for indemnification out of
Trust assets for all loss and expense of any shareholder held personally
liable for the obligations of the Trust by virtue of ownership of Shares of
the Trust; and (ii) for the Trust to assume the defense of any claim against
the shareholder for any act or obligation of the Trust.  Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Trust would be unable to meet its
obligations.

I hereby consent to this opinion accompanying the Rule 24f-2 Notice which
 the Trust is about to file with the Securities and Exchange Commission.

Very truly yours,


/s/ Barbara A. Nugent
Barbara A. Nugent, Esquire















<PAGE> 1

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 50249

FORM 24F-2
Annual Notice of Securities Sold 
Pursuant to Rule 24f-2


 
1. Name and address of issuer:
The Advisors' Inner Circle Fund
2 Oliver Street
Boston, Mass 02109


2. Name of each series or class of funds for which this notice is filed:
Clover Capital Fixed Income Fund


3. Investment Company Act File Number:  811 - 6400

    Securities Act File Number:  33 - 42484 


4. Last day of fiscal year for which this notice is filed:

	October 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 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:  0


8 Number and amount of securities registered during the fiscal year other 
than pursuant to rule 24f-2:  0






<PAGE 2>
9. Number and aggregate sale price of securities sold during the fiscal year:
Dollars $8,593,988
Shares       877,275


10. Number and aggregate sale price of securities sold during the fiscal
 year in reliance upon registration pursuant to rule 24f-2:
Dollars $8,593,988
Shares       877,275

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):
Dollars $1,094,316 
Shares       111,793

<TABLE>

<CAPTION>

12 Calculation of registration fee:

<S>                                                                                                            <C>

     (I)     Aggregate sale price of securities sold during the fiscal 
              year in reliance on rule 24f-2 (from Item 10):                              $8,593,988
     (ii)    Aggregate price of shares issued in connection with
              dividend reinvestment plans (from Item 11, if applicable):         + 1,094,316
     (iii)   Aggregate price of shares redeemed or repurchased during
              	the fiscal year (if applicable):                                                        -4,607,484
     (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):                              5,080,820
     (vi)    Multiplier prescribed by Section 6(b) of the Securities Act
              of 1933 or other applicable law or regulation (see                       x1/33th
              instruction C.6):                                                                             
     (vii)   Fee due [line (i) or line (v) multiplied by line (vi)]:                         $1,539.64
                                                                                                                   
</TABLE>











<PAGE> 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:  December 30, 1996

SIGNATURES

This report has been signed below by the following person on behalf 
of the issuer and in the capacities and on the dates indicated.

       By (Signature and Title)* /s/Stephen G. Meyer
			      Stephen G. Meyer, Controller

        Date December 30, 1996

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

 
                        






























<PAGE> 4
              
December 30,1996

Securities & Exchange Commission
450 5th Street, N.W.
Washington, DC  20549

Ladies and Gentlemen:

The Advisors' Inner Circle Fund (the "Trust") is a trust organized
under the laws of the Commonwealth of Massachusetts with its
principal place of business in Boston, Massachusetts.  The Trust is
about to file a Rule 24f-2 Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, for the purpose of 
making definite the number of shares of beneficial interest ("Shares")
which it has registered under the Securities Act of 1933, as amended,
and which it sold during its fiscal year ended October 31, 1996.

As counsel to SEI Financial Services Company, I have examined copies,
either certified or otherwise proved to be genuine, of its Agreement
and Declaration of Trust, and By-Laws, as now in effect, the minutes
of meetings of its Trustees and other documents relating to the Trust's
organization and operation, as I have deemed necessary in rendering
this opinion.  I have been advised that during its fiscal year ended
October 31, 1996, the Trust sold 989,067 Shares
( including Dividend Reinvestment Plan Shares), at an aggregate sales
price of $9,688,304 and redeemed 471,091 Shares having
an aggregate redemption price of $4,607,484. Based upon the
foregoing, it is my opinion that:
              

	1.	The Trust is authorized to issue an unlimited number
 of Shares, including those Shares now issued and outstanding.  Under
 Massachusetts law, such Shares which were issued and subsequently
 were redeemed by the Trust may be resold.

	2.	The 989,067 Shares sold during the Trust's
 fiscal year ended October 31, 1996, the registration of which will be
 made definite by the filing of a Rule 24f-2 Notice, were legally issued,
 fully paid and non-assessable. I express no legal opinion with respect
 to compliance with the Securities Act of 1933, the Investment Company
 Act of 1940 or applicable state securities laws in connection with the
 sale of such Shares.











Securities and Exchange Commission
Page Two
December 30, 1996

The Trust is an entity of the type commonly known as a
"Massachusetts business trust". Under Massachusetts law, shareholders
could, under certain circumstances, be held personally liable for the
obligations of the Trust.  The Declaration of Trust states that creditors
of, contractors with and claimants against the Trust shall look only to
the assets of the Trust for payment.  It  also requires that notice of such
disclaimer be given in each contract or instrument made or issued by the
officers or the Trustees of the Trust on behalf of the Trust.  The
Declaration of Trust further provides:  (i) for indemnification out of
Trust assets for all loss and expense of any shareholder held personally
liable for the obligations of the Trust by virtue of ownership of Shares of
the Trust; and (ii) for the Trust to assume the defense of any claim against
the shareholder for any act or obligation of the Trust.  Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Trust would be unable to meet its
obligations.

I hereby consent to this opinion accompanying the Rule 24f-2 Notice which
 the Trust is about to file with the Securities and Exchange Commission.

Very truly yours,


/s/ Barbara A. Nugent
Barbara A. Nugent, Esquire















<PAGE> 1

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 50249

FORM 24F-2
Annual Notice of Securities Sold 
Pursuant to Rule 24f-2


 
1. Name and address of issuer:
The Advisors' Inner Circle Fund
2 Oliver Street
Boston, Mass 02109


2. Name of each series or class of funds for which this notice is filed:
Clover Capital Small Cap Value  Fund


3. Investment Company Act File Number:  811 - 6400

    Securities Act File Number:  33 - 42484 


4. Last day of fiscal year for which this notice is filed:

	October 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 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:  0


8 Number and amount of securities registered during the fiscal year other 
than pursuant to rule 24f-2:  0






<PAGE 2>
9. Number and aggregate sale price of securities sold during the fiscal year:
Dollars $4,663,997
Shares       441,947


10. Number and aggregate sale price of securities sold during the fiscal
 year in reliance upon registration pursuant to rule 24f-2:
Dollars $4,663,997
Shares       441,947

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):
Dollars $3,436 
Shares       330

<TABLE>

<CAPTION>

12 Calculation of registration fee:

<S>                                                                                                            <C>

     (I)     Aggregate sale price of securities sold during the fiscal 
              year in reliance on rule 24f-2 (from Item 10):                              $4,663,997
     (ii)    Aggregate price of shares issued in connection with
              dividend reinvestment plans (from Item 11, if applicable):         +         3,436
     (iii)   Aggregate price of shares redeemed or repurchased during
             	the fiscal year (if applicable):                                                        -   312,474
     (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):                              4,354,959
     (vi)    Multiplier prescribed by Section 6(b) of the Securities Act
              of 1933 or other applicable law or regulation (see                       x1/33th
              instruction C.6):                                                                             
     (vii)   Fee due [line (i) or line (v) multiplied by line (vi)]:                         $1,319.68
                                                                                                                   
</TABLE>











<PAGE> 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:  December 30, 1996

SIGNATURES

This report has been signed below by the following person on behalf 
of the issuer and in the capacities and on the dates indicated.

       By (Signature and Title)* /s/Stephen G. Meyer
			      Stephen G. Meyer, Controller

        Date December 30, 1996

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

 
                        






























<PAGE> 4
              
December 30,1996

Securities & Exchange Commission
450 5th Street, N.W.
Washington, DC  20549

Ladies and Gentlemen:

The Advisors' Inner Circle Fund (the "Trust") is a trust organized
under the laws of the Commonwealth of Massachusetts with its
principal place of business in Boston, Massachusetts.  The Trust is
about to file a Rule 24f-2 Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, for the purpose of 
making definite the number of shares of beneficial interest ("Shares")
which it has registered under the Securities Act of 1933, as amended,
and which it sold during its fiscal year ended October 31, 1996.

As counsel to SEI Financial Services Company, I have examined copies,
either certified or otherwise proved to be genuine, of its Agreement
and Declaration of Trust, and By-Laws, as now in effect, the minutes
of meetings of its Trustees and other documents relating to the Trust's
organization and operation, as I have deemed necessary in rendering
this opinion.  I have been advised that during its fiscal year ended
October 31, 1996, the Trust sold 442,276 Shares
( including Dividend Reinvestment Plan Shares), at an aggregate sales
price of $4,667,432 and redeemed 28,737 Shares having
an aggregate redemption price of $312,474. Based upon the
foregoing, it is my opinion that:
              

	1.	The Trust is authorized to issue an unlimited number
 of Shares, including those Shares now issued and outstanding.  Under
 Massachusetts law, such Shares which were issued and subsequently
 were redeemed by the Trust may be resold.

	2.	The 442,276 Shares sold during the Trust's
 fiscal year ended October 31, 1996, the registration of which will be
 made definite by the filing of a Rule 24f-2 Notice, were legally issued,
 fully paid and non-assessable. I express no legal opinion with respect
 to compliance with the Securities Act of 1933, the Investment Company
 Act of 1940 or applicable state securities laws in connection with the
 sale of such Shares.











Securities and Exchange Commission
Page Two
December 30,1996

The Trust is an entity of the type commonly known as a
"Massachusetts business trust". Under Massachusetts law, shareholders
could, under certain circumstances, be held personally liable for the
obligations of the Trust.  The Declaration of Trust states that creditors
of, contractors with and claimants against the Trust shall look only to
the assets of the Trust for payment.  It  also requires that notice of such
disclaimer be given in each contract or instrument made or issued by the
officers or the Trustees of the Trust on behalf of the Trust.  The
Declaration of Trust further provides:  (i) for indemnification out of
Trust assets for all loss and expense of any shareholder held personally
liable for the obligations of the Trust by virtue of ownership of Shares of
the Trust; and (ii) for the Trust to assume the defense of any claim against
the shareholder for any act or obligation of the Trust.  Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Trust would be unable to meet its
obligations.

I hereby consent to this opinion accompanying the Rule 24f-2 Notice which
 the Trust is about to file with the Securities and Exchange Commission.

Very truly yours,


/s/ Barbara A. Nugent
Barbara A. Nugent, Esquire
















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