FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1 Name and Address of Issuer:
Principal Asset Allocation Fund, Inc.
The Principal Financial Group
Des Moines, IA 50392-0200
2 Name of each series or class of funds for which this notice is filed:
N/A
3 Investment Company Act File Number: 811-08178
Securities Act File Number: 33-72448
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:
N/A
6 Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable:
N/A
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 24f-2:
None
9 Number and aggregate sale price of securities sold during the fiscal year:
0 Common Stock $0
10Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
0 Common Stock $0
11Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
Included in response to Item 9.
12Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10): 0
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 0
(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable): 0
(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
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(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): 0
=============
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1993 or other applicable law or regulation: 1/3300
(vii) Fee Due: 0.00
13 Check box if fees are being remitted to the Commission's lockbox as
described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a)
N/A
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
N/A
Signature
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated:
Principal Asset Allocation Fund, Inc.
A. S. Filean
By _______________________________
A. S. Filean, Vice President
and Secretary
Attest:
E. H. Gillum
By _______________________________
E. H. Gillum,
Assistant Secretary
<PAGE>
February 26, 1997
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re Principal Asset Allocation Fund, Inc.
In my capacity as Counsel of Principal Asset Allocation Fund, Inc. ("the Fund"),
I have supervised the preparation of the Rule 24f-2 Notice for the Fund under
the Investment Company Act of 1940 and have reviewed the legality of the
securities which are to be registered thereunder. Based upon examination of such
corporate records and matters of fact and law as deemed necessary, I am of the
opinion that such securities were legally issued, fully paid and non-assessable.
I consent to the filing of this opinion as an exhibit to the Rule 24f-2 Notice
for the Fund under the Investment Company Act of 1940.
Sincerely
Michael D. Roughton
Counsel
MDR/klm
