UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at the end of Form before preparing Form.
1. Name and Address of issuer:
First Investors Series Fund II, Inc.
95 Wall Street
New York, NY 10005
2. The name of each series or class of securities for which this Form is
filed (If the Form is being filed for all series and classes of securities
of the issuer, check the box but do not list the series or classes): [X]
3. Investment Company Act File Number: 811-6618
Securities Act File Number: 33-46924
4(a). Last day of fiscal year for which this Form is filed: 10/31/97
4(b). [ ] Check box if this Form is being filed late (i.e., more than 90
calendar days after the end of the issuer's fiscal year).
(See instruction A.2)
Note: If the Form is being filed late, interest must be paid on the registration
fee due.
4(c). [ ] Check box if this is the last time the issuer will
be filing this Form.
<PAGE>
5. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year pursuant
to section 24(f): $120,933,347.56
---------------
(ii) Aggregate price of securities redeemed
or repurchased during the fiscal year:
$56,187,191.24
--------------
(iii) Aggregate price of securities redeemed
or repurchased during any prior
fiscal year ending no earlier than
October 11, 1995 that were not
previously used to reduce registration
fees payable to the Commission:
$-0-
--------------
(iv) Total available redemption credits
[add Items 5(ii) and 5(iii)]:
$56,187,191.24
--------------
(v) Net sales -- if Item 5(i) is greater
than Item 5(iv) [subtract Item
5(iv) from Item 5(i)]:
$64,746,156.32
--------------
(vi) Redemption credits available for use in
future years if Item 5(i) is less than
Item 5(iv) [subtract Item 5(iv) from Item
5(i)]:
$(-0- )
--------------
(vii) Multiplier for determining registration fee
(See Instruction C.9):
X .000295
-------------
(viii) Registration fee due [multiply Item 5(v)
by Item 5(vii)] (enter "0" if no fee is due):
=$19,100.12
==============
6. Prepaid Shares
If the response to Item 5(i) was determined by deducting an amount of
securities that were registered under the Securities Act of 1933
pursuant to rule 24e-2 as in effect before October 11, 1997, then report
the amount of securities (number of shares or other units) deducted
here: -0-. If there is a number of shares or other units that were
registered pursuant to rule 24e-2 remaining unsold at the end of the
fiscal year for which this Form is filed that are available for use by
the issuer in future fiscal years, then state that number here: -0-.
7. Interest due -- if this Form is being filed more than 90 days after the
end of the issuer's fiscal year (See instruction D):
+$-0-
-------------
8. Total of the amount of the registration fee due plus any interest due
[line 5(viii) plus line 7]:
=$19,100.12
==============
9. Date the registration fee and any interest payment
was sent to the Commission's lockbox depository: 1/22/98
Method of delivery:
[X] Wire Transfer
[ ] Mail or other means
<PAGE>
SIGNATURES
This report has been signed below by the following person on behalf of the
issuer and in the capacities and on the date indicated.
By /s/ c. Durso
----------------------------
C. Durso,
Vice President and Secretary
Date: January 22, 1998
