<PAGE> 1
U.S. SECURITIES & 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 Diversified Investors Funds Group
4 Manhattanville Road
Purchase, New York 10577
2 Name of each series or class of funds for which this notice is filed:
3 Investment Company Act File Number: 811-7674
Securities Act File Number: 33-61810
4 Last day of fiscal year for which this notice is filed: December 31, 1995
5 Check box if this notice is being filed more than 180 days after the
close of 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: Not applicable
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:
Shares Amount
------ ------
00,000 $000,000
8 Number and amount of scurities 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:
Shares Amount
------ ------
229,490 $2,791,191
10 Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration of rule 24f-2:
229,490 $2,791,191
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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):
16,291 $194,929
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) $2,791,191
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from item 11, if
applicable): 194,929
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if applicable): 211,351
(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): 2,774,769
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or 2900
regulation (see instruction C.6):
(vii) Fee due (line (i) or line (v) multipled by line (vi)): $ 956.82
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 X
and Other Procedures (17 CRF 202.3a): --------------
Date of mailing or wire transfer of filing fees
to the Commission's lockbox depository: February 22, 1996
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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/ Tom A. Schlessberg
--------------------------------------------
Trustee President, Chief Executive Officer
and Chairman of the Board of Trustees
Date February 23, 1996
------------------
Please print the name and title of the signing officer below the signature
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Sheet 2
24F Fees
Diversified Mutual Funds
For Year Ended 12/31/95
<TABLE>
<CAPTION>
Government
Money High Corporate Balanced Equity
Market Quality Bond Fund Income
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Proceeds from the issuance of shares $ 163,096 $ 57,142 $141,520 $673,479 $474,260
Proceeds from dividends reinvested 3,290 2,892 4,511 57,696 11,965
Value of shares redeemed (77,965) (11,455) (1,732) (30,866) (24,315)
---------- --------- -------- -------- --------
Net change 88,421 48,579 144,299 700,309 461,910
---------- --------- -------- -------- --------
Calculation of fee
Total change $2,774,769
1/29 of 1% $ 956.82
<CAPTION>
Growth & Equity Special
Income Growth Equity Total
---------- ---------- ---------- --------
<S> <C> <C> <C> <C>
Proceeds from the issuance of shares $366,911 $485,033 $429,750 $2,791,191
Proceeds from dividends reinvested 63,074 4,048 47,453 194,929
Value of shares redeemed (35,096) (25,006) (4,916) (211,351)
-------- -------- -------- ----------
Net change 394,889 464,075 472,287 2,774,769
-------- -------- -------- ----------
</TABLE>
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[THE DIVERSIFIED INVESTORS FUNDS GROUP LETTERHEAD]
February 23, 1996
The Diversified Investors Funds Group
4 Manhattanville Road
Purchase, New York 10577
Dear Sirs:
I have reviewed the procedure under which The Diversified Investors Funds Group
elected to register an indefinite amount of securities under the Securities Act
of 1933 pursuant to Rule 24f-2 of the Investment Company Act of 1940, as well
as the preparation of acccompanying Notice making definite in number the
$2,791,191 amount of said securities registered pursuant to that Rule for the
year 1995.
In my opinion these securities, the registration of which the accompanying
Notice makes definite in number, were legally issued, fully paid, and
non-assessable.
I hereby consent to your forwarding this opinion to the Securities and Exchange
Commission in connection with your Rule 24f-2 Notice and to any reference that
might at any time be made to it or to me in any amendment to the registration
statement on Form N-1A or otherwise for these securities.
Very truly yours,
/s/ Robert F. Colby
