U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and Address of issuer:
First Investors Series Fund II, Inc.
95 Wall Street
New York, NY 10005
2. Name of each series or class of funds for which this notice is filed:
Class A and Class B shares of the following series:
Growth & Income Fund
Made In The U.S.A. Fund
Utilities Income Fund
3. Investment Company Act File Number: 811-6618
Securities Act File Number: 33-46924
4. Last day of fiscal year for which this notice is filed:
October 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 rule 24f-2(a)(1), if
applicable (see instruction A.6):
Not Applicable
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-
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number: 9,443,364
Sale Price: $63,699,017
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number: 9,443,364
Sale Price: $63,699,017
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): $ 63,699,017
(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): $ 22,451,515
(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): $ 41,247,502
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation (see Instruction C.6): x 1/50 of 1%
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 8,249.50
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 or filing fees to the Commission's
lockbox depository:
November 14, 1995
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 /s/C. Durso
C. Durso, Vice President and Secretary
Date: November 14, 1995
KIRKPATRICK & LOCKHART LLP
SOUTH LOBBY - 9TH FLOOR
1800 M STREET, N.W.
WASHINGTON, D.C. 20036-5891
November 14, 1995
First Investors Series Fund II, Inc.
95 Wall Street
New York, New York 10005
Re: Rule 24f-2 Notice
Ladies and Gentlemen:
First Investors Series Fund II, Inc. ("Fund") is a corporation
organized under the laws of the State of Maryland. We understand that the
Fund 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 which it has registered under the Securities
Act of 1933, as amended, and which it sold during its fiscal year ended
October 31, 1995.
We have, as counsel, participated in various business and other
matters relating to the Fund. We have examined copies, either certified or
otherwise proved to be genuine, of its Articles of Incorporation and By-
Laws, as now in effect, and certain other certificates of officers of the
Fund relating to its organization and operation, and we generally are
familiar with its business affairs. You have advised us that, during its
fiscal year ended October 31, 1995, the Fund sold 9,443,364 shares of
common stock ("Shares") at an aggregate sales price of $63,699,017 and
redeemed Shares at an aggregate redemption price of $22,451,515. Based on
the foregoing, it is our opinion that:
1. The Fund is authorized to issue 400,000,000 Shares, par value
$.001, including those Shares now issued and outstanding. Such Shares
which were issued and subsequently were redeemed by the Fund may be resold.
2. The 9,443,364 Shares sold during the Fund's fiscal year ended
October 31, 1995, the registration of which will be made definite by the
filing of a Rule 24f-2 Notice, were legally issued, fully paid and
nonassessable.
We hereby consent to this opinion accompanying the Rule
24f-2 Notice which you are about to file with the Securities and Exchange
Commission. We also consent to the reference to our firm in the
prospectus filed as part of the Fund's registration statement.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By /s/Robert J. Zutz
Robert J. Zutz
