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:
LKCM Fund
310 Commerce Street, Suite 1600
Fort Worth, TX 76102
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2. Name of each series or class of funds for which this notice is
filed:
LKCM Small Cap Equity Portfolio
LKCM Equity Portfolio
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3. Investment Company Act File Number: 811-8352
Securities Act File Number: 33-75116
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4. Last day of fiscal year for which this notice is filed:
12/31/96
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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:
[ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see Instruction A.6):
None
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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
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8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the
fiscal year:
The number and aggregate sale price of securities sold during
the fiscal year were 7,564,364.817 and $93,803,481.22, respectively.
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10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
The number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2
were 7,564,364.817 and $93,803,481.22, respectively.
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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):
The number and aggregate sale price of securities issued during
the fiscal year in connection with dividend reinvestment plans
were 619,542.207 and $7,948,740.95, respectively.
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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): $93,803,481
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): +7,948,741
(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable): -22,306,150
(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): $79,446,072
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see Instruction C.6):
x1/33 of 1%
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $24,074.57
Instruction: Issuers should complete line (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.
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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 (17CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: February 24, 1997
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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/ John M. Corcoran
_______________________
John M. Corcoran, Assistant Treasurer
______________________________________
Date February 5, 1997
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* Please print the name and title of the signing officer below the signature.
KIRKPATRICK & LOCKHART LLP
1800 MASSACHUSETTS AVENUE, N.W.
2ND FLOOR
WASHINGTON, D.C. 20036-1800
TELEPHONE (202) 778-9000
FACSIMILE (202) 778-9100
ROBERT J. ZUTZ
(202) 778-9059
February 21, 1997
LKCM Fund
c/o Luther King Capital Management
301 Commerce Street, Suite 1600
Fort Worth, Texas 76102
Re: Rule 24f-2 Notice
Ladies and Gentlemen:
LKCM Fund ("Trust") is a business trust organized under the
laws of the State of Delaware and governed by an Agreement and
Declaration of Trust dated February 10, 1994 (the "Trust
Instrument"). We understand that the Trust is about to file a
Rule 24f-2 Notice pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended ("1940 Act"), for the purpose of
making definite the number of shares of beneficial interest
("Shares") which it has registered under the Securities Act of
1933, as amended ("1933 Act"), and sold during its fiscal year
ended December 31, 1996.
We have, as counsel, participated in various matters
relating to the Trust. We have examined copies of the Trust
Instrument and the Trust's By-Laws, as now in effect, and the
minutes of certain meetings of the trustees of the Trust, and we
generally are familiar with its business affairs. As to the
genuineness and completeness of the aforementioned documents and
as to certain matters of fact, we have relied upon repre-
sentations of officers of the Trust. Based on the foregoing, it
is our opinion that the Shares sold during the fiscal year ended
December 31, 1996, the registration of which will be made
definite by the filing of a Rule 24f-2 Notice, were legally
issued, fully paid and non-assessable.
The Trust is a business trust established pursuant to the
Delaware Business Trust Act ("Delaware Act"). The Delaware Act
provides that a shareholder of the Trust is entitled to the same
limitation of personal liability extended to shareholders of for-
profit corporations. To the extent that the Trust or any of its
shareholders becomes subject to the jurisdiction of courts in
states which do not have statutory or other authority limiting
the liability of business trust shareholders, such courts might
not apply the Delaware Act and, thus, might subject Trust
shareholders to liability. To guard against this risk, the Trust
Instrument states that creditors of, contractors with and
claimants against the Trust shall look only to the assets of the
Trust for payment. The Trust Instrument also requires that
notice of such disclaimer be given in each contract or instrument
made or issued by the officers or the Trustees of the Trust on
behalf of the Trust. The Trust Instrument further provides: (1)
for the Trust to indemnify and hold each shareholder harmless
from Trust assets for all loss and expense of any shareholder
held personally liable for the obligations of the Trust by virtue
of ownership of Shares of the Trust; and (2) for the Trust to
assume the defense of any claim against the shareholder for any
act or obligation of the Trust. Thus, the risk of a Trust
shareholder incurring financial loss beyond the shareholder's
investment because of shareholder liability is limited to
circumstances in which a court refuses to apply Delaware law, no
contractual limitation of liability was in effect, and the Trust
itself would be unable to meet its obligations.
We express no opinion as to compliance with the 1933 Act,
the 1940 Act, or applicable state securities laws in connection
with the sales of Shares.
We hereby consent to this opinion accompanying the Rule
24f-2 Notice which you are about to file with the Securities and
Exchange Commission. We also consent to the reference to our
firm in the prospectus filed as part of the Trust's registration
statement.
Very truly yours,
KIRKPATRICK & LOCKHART
By /s/ Robert J. Zutz
