LINCOLN ADVISOR FUNDS INC
24F-2NT/A, 1995-12-22
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              AMENDED AND RESTATED

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

             Read instructions at end of Form before preparing Form.
                              Please print or type.

 1.  Name and address of issuer:

     Lincoln Advisor Funds, Inc.
     200 East Berry Street
     Fort Wayne, Indiana  46802

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

     Lincoln Growth and Income Portfolio   Lincoln Government Income Portfolio
     Lincoln Enterprise Portfolio          Lincoln Corporate Income Portfolio
     Lincoln U.S. Growth Portfolio         Lincoln Tax-Free Income Portfolio
     Lincoln World Growth Portfolio        Lincoln Cashfund Portfolio
     Lincoln New Pacific Portfolio

 3.  Investment Company Act File Number: 811-7972

     Securities Act File Number:  33-67490

 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):

 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

<PAGE>

 9.  Number and aggregate sale price of securities sold during the fiscal year:

     Number of shares:  3,993,056     Aggregate sale price:  $27,390,146

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

     Number of shares:  3,993,056     Aggregate sale price:  $27,390,146

 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):

 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):                          $     27,390,146

     (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):                                  -            5,219,221

     (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):                                    22,170,925

     (vi)   Multiplier prescribed by Section 6(b)
            of the Securities Act of 1933 or other
            applicable law or regulation (see
            Instruction C.6):                             x             1/2900

    (vii)   Fee due [line (i) or line (v) multiplied
            by line (vi)]:                                        $    7,645.15*


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.

                                             * of which $4,424.78 was paid
                                               previously to the SEC.

<PAGE>

 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: November 16, 1995, November 17, 1995 and December 22, 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 (Signature and Title)*      /s/ David G. Humes

                                    David G. Humes, Chief Accounting Officer

     Date  December 22, 1995


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




                                                     November 17, 1995

VIA EDGAR

Securities and Exchange Commission
Office of Filings, Information & Consumer Services
450 Fifth Street, N.W.
Washington, DC  20549

                  Re:  The Lincoln Advisor Funds, Inc.
                  Rule 24f-2 Notice to Form N-1A
                  Registration Statement No. 33-67490/File No. 811-7972

Ladies and Gentlemen:

    As counsel for Lincoln  Advisor  Funds,  Inc., a Maryland  corporation  (the
"Fund"),  we have examined the proceedings taken and being taken with respect to
the Notice filed by the Fund pursuant to Rule 24f-2 under the Investment Company
Act of 1940 (the  "Act"),  making  definite  in  number  the  shares  registered
pursuant to that Rule for the fiscal year ended October 31, 1995.

    We have  examined  all  instruments,  documents  and records  which,  in our
opinion,  were  necessary  of  examination  for the  purpose of  rendering  this
opinion.  Based upon such examination,  we are of the opinion that the 3,993,056
shares of common stock,  which were registered in indefinite  number pursuant to
Rule 24f-2 under the Act were, when issued by the Fund,  validly  authorized and
issued, fully paid and non-assessable.

    We hereby  consent to the filing of this opinion  pursuant to Rule 24f-2 and
to the reference to us in the Notice filed herewith.

                                             Very truly yours,



                                             Gardner, Carton & Douglas

AJS:sf


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