SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Rule 24f-2 Notice for
IAI Retirement Funds, Inc. (the
"Fund") File #33-69012
1. The Fund's most recent fiscal year ended December
31,
1995.
2. No securities have been registered during the
fiscal
year ended December 31, 1995, other than pursuant
to Rule 24f-2.
3. During the fiscal year ending December 31, 1995,
450,497 shares of the Fund, with an approximate
value of $5,242,393 were sold in reliance upon Rule
24f-2. During the same period, the Fund redeemed
97,028 shares, with an approximate value of
$994,715, resulting in a net increase of 353,469
shares with an approximate value of $4,247,678.
4. 1/29% of $4,247,678 is $1,465. Such amount has
been
wired to the Commission's account at Mellon Bank.
IAI Retirement Funds, Inc.
By________________________
William C. Joas
Its Secretary
Dated: February 7, 19968
