FLEX FUNDS II
24F-2NT, 1997-02-20
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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

1.   Name and address of issuer:

     The Flex-Partners
     6000 Memorial Drive
     Dublin, OH  43017

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

     Institutional Fund, BTB Fund Class A Shares, BTB Fund Class C Shares, 
     TAA Fund Class A Shares and TAA Fund Class C Shares

3.   Investment Company Act File Number:  811-6720
     Securities Act File Number:  33-48922

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:

                                                             / /

6.   Date of termination of issuer's declaration under rule 24f-2(a)(1), 
     if 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:  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:  $1,035,163,515

10.  Number and aggregate sale price of securities sold during the fiscal 
     year in reliance upon registration pursuant to rule 24f-2: $1,035,163,515

11.  Number and aggregate sale price of securities issued during the fiscal
     year in connection with dividend reinvestments plans, if applicable (see
     Instruction B.7):

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):

                                                     $1,035,163,515


<PAGE>


     (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):

                                                     -$912,458,838

    (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):

                                                     $122,704,677

    (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)]:

                                                     $ 37,183.24
                                                     ===============

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.

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:

                                                               |X|

     Date of mailing or wire transfer of filing fees to the Commission's 
     lockbox depository:  February 19, 1997


                                  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/  donald M. Meeder

                               Donald F. Meeder, Secretary/Treasurer

Date  FEBRUARY 19, 1997

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



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