LIFE CYCLE MUTUAL FUNDS INC
24F-2NT, 1996-09-27
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APPENDIX  I
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 issueLife Cycle Mutual Funds, Inc.
                            656 East Swedesford Road
                            Wayne, Pennsylvania 19087

2. Name of each series or class of funds for which this notice is filed:
                  Life Cycle Equity Fund
                  Life Cycle Bond Fund
                  Life Cycle Retirement Income Fund
                  Life Cycle Harvest Fund


3. Investment Company Act File Number:                      811 - 9058

   Securities Act File Number:                              33 - 94022

4. Last day of fiscal year for which this notice is filed:  July 31, 1996

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 ofter the
   close of the fiscal year but before terminiation of the issuer's 24f-2
   declaratation                                                 [   ] 

6. Date of termination of issuer's declaration under
   rule 24f-2(a)(1), if applicable:

7. Number and amount of securites of the same class or series which has 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:                                               0

8. Number and amount of securities registerd during the fiscal year other
   than pursuant to Rule 24f-2:                                      0

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

        Life Cycle Equity Fund                      351,123  3,759,918
        Life Cycle Bond Fund                         19,977    198,264
        Life Cycle Retirement Income Fund            30,286    299,865
        Life Cycle Harvest Fund                     227,927  2,279,287

                                                   -------- ----------
                                      Total         629,313  6,537,334

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

        Life Cycle Equity Fund                      351,123  3,759,918
        Life Cycle Bond Fund                         19,977    198,264
        Life Cycle Retirement Income Fund            30,286    299,865
        Life Cycle Harvest Fund                     227,927  2,279,287

                                                   -------- ----------
                                      Total         629,313  6,537,334

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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:

        Life Cycle Equity Fund                        1,598     17,037
        Life Cycle Bond Fund                            291      2,868
        Life Cycle Retirement Income Fund               397      3,922
        Life Cycle Harvest Fund                       2,010     20,098

                                                     ------    -------
                                      Total           4,296     43,925
12.Calculation of registration fees:
    (i) Aggregate sale price of securities sold during the
        fiscal year in reliance on 24f-2         $           6,537,334

   (ii) Aggregate price of shares issued in connection with dividend
        reinvestment plans                       +              43,925

   (iii)Aggregate price of shares redeemed or repurchased
         during the fiscal year:                 -
        Life Cycle Equity Fund                       78,982    884,240
        Life Cycle Bond Fund                            163      1,607
        Life Cycle Retirement Income Fund             5,300     52,347
        Life Cycle Harvest Fund                     139,938  1,399,392

                                                   -------- ----------
                                      Total         224,383  2,337,586

   (iv) Aggregate price of shares redeemed or repurchased and
        previously applied as a reduction to filing fees
        pursuant to Rule 24e-2                                       0
                                                            ----------
    (v) Net aggregate price of securities sold and issued during
        fiscal year in reliance on Rule 24f-2 [line (i) plus line (ii),
        less line (iii) plus line (iv)] (if applicable):     4,243,673

   (vi) Multiplier prescribed by Section 6(b) of the Securities
        Act of 1933 or other applicable law or reg    x     0.00034483
                                                           -----------
   (vii)Fee due  [line (i) or line (v) multiplied     =       1,463.35
                                                           ===========

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  wire transfer of filing fee to the Commission's lockbox depository
                                                             9/25/96


This report has been signed below by the following persons on
behalf of the issuer and in the capacities and the date indicated.

By (Signature and Title)

   /s/Gordon M. Forrester

   Gordon M.  Forrester     Assistant Treasurer

   Date:  September 26, 1996









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                              BATTLE FOWLER LLP
                       A LIMITED LIABILITY PARTNERSHIP

                              PARK AVENUE TOWER
                             75 EAST 55TH STREET
                          NEW YORK, NEW YORK 10022

                               (212) 856-7000


                         WRITER'S DIRECT DIAL NUMBER
                               (212) 856-6853

                      WRITER'S DIRECT FACSIMILE NUMBER
                               (212) 856-7815


                             September 27, 1996



Life Cycle Mutual Funds, Inc.
656 East Swedesford Road
Wayne, Pennsylvania 19087

Gentlement:

We have acted as counsel to Life Cycle Mutual Funds, Inc. (the "Fund") in
connection with the preparation of the Rule 24f-2 Notice (the "Notice") covering
629,313 shares of Common Stock, par value $.01 per share of the Fund.

We have examined copies of the Certificate of Incorporation and By Laws of the
Fund, the Registration Statement, and such other corporate records and
documents, including the consent of the Board of Directors of the Fund, as we
have deemed necessary for the purpose of this opinion.  We have also examined
such other document, papers, statutes and authorities as we deemed necessary to
form a basis for the opinion hereinafter expressed.  In our examination of such
material, we have assumed the genuineness of all signatures and the conformity
to original documents of fact material to such opinion, and we have relied upon
statements and certificates of officers and representatives of the Fund and
others.

Based on the foregoing, we are of the opinion that 629,313 shares of Common
Stock, par value $.01 per share of the Fund, the registration of which the
Notice makes definitive, were legally issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the Rule 24f-2
Notice.


Very truly yours,


/s/Battle Fowler


Battle Fowler 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