February 28, 1996


U.S. Securities and Exchange Commission
Attn: Filing Desk
450 5th Street, N.W.
Washington, DC  20549

RE: Rule 24(f)-2 Notice for Mariner Mutual Funds Trust
    File No.33-33734

Dear Gentlemen and Ladies:

Pursuant to Rule 24(f)-2 of the Investment Company Act of 1940, the above
referenced Fund hereby files the following:

1. Rule 24(f)-2 Notice; and
2. Opinion of Counsel.

We will obtain confirmation of this filing via our CompuServe account,
72741,733.  If there are any questions on this filing I can be reached at
(302) 791-2919.


Very Truly Yours,

Wendy McGee
Legal Assistant

Enclosures





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:       Mariner Mutual Funds Trust
                                      370 17th Street
                                      Denver, CO  80202

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

        Total Return Equity Fund            Fixed Income Fund
        New York Tax-Free Bond Fund         Short Term Fixed Income Fund
        European Equity Index Fund          U.S. Government Securities Fund
        North America Fund                  International Equity Fund
        Small Cap Fund

3.  Investment Company Act File Number:      811-6057

    Securities Act File Number:         33-33734

4.  Last day of fiscal year for which this notice is filed:    12/31/95

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:


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:


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

          Number:             866,414
          Amount:         $14,206,731

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

          Number:           6,414,753
          Sale Price:     $64,514,157

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

          Number:           5,923,141
          Sale Price:     $52,407,944

11. Number and aggregate sale price of securities issued during the fiscal
    year in connection with dividend reinvestment plans, if applicable:

          Number:             235,441
          Sale Price:      $2,465,549

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):        $    52,407,944 
                      
   (ii)  Aggregate price of shares issued in connection with dividend
         reinvestment plans (from Item 11, if applicable):     +     2,465,549 
                      
  (iii)  Aggregate price of shares redeemed or repurchased during 
         the fiscal year (if applicable):                     -     94,075,543 
                      
   (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):              $     0          
        
   (vi)  Multiplier prescribed by Section 6(b) of the Securities Act of 1933
         or other applicable law or regulation:               \       2900
          
  (vii)  Fee due [line (i) or line (v) multiplied by line (vi)]: $    0        
          

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).
                                                     [   ]
    Date of mailing or wire transfer of filing fees to the Commission's
    lockbox depository:


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     \s\ Mark E. Nagle
       Mark E. Nagle                                     
       Treasurer                                            


Date   February 28, 1996






February 22, 1996



Mariner Mutual Funds Trust
370 17th Street
Denver, Colorado  80202

Dear Sirs:


We refer to the Rule 24f-2 Notice (the "Rule 24f-2 Notice"), with respect to
the Post-Effective Amendment (the "Post-Effective Amendment") to the
Registration Statement on Form N-1A relating to the shares of beneficial
interest, par value $.001 per share, of Mariner Mutual Funds Trust, a
Massachusetts business trust (the "Trust").  The Post-Effective Amendment
registered an indefinite number of shares of beneficial interest of the Trust
pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended. 
The Rule 24f-2 Notice makes definite the number of shares of beneficial
interest of the Trust sold during the Trust's fiscal year ended December 31,
1995 that were so registered under the Post-Effective Amendment.

We have examined and relied upon copies of the Post-Effective Amendment and
the Rule 24f-2 Notice and have examined and relied upon originals, or copies
certified to our satisfaction, of such corporate records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinion set forth below.

Based on the foregoing, we are of the opinion that the shares of beneficial
interest of the Trust, the registration of which the Rule 24f-2 Notice makes
definite in number, were duly authorized, legally issued, fully paid and
nonassessable.

We hereby consent to the use of this opinion in connection with the filing of
the Rule 24f-2 Notice.  In giving such consent, we do not thereby admit that
we come within the category of persons whose consent is required under section
7 of the Securities Act of 1933, as amended, or the rules and regulations of
 the Securities and Exchange Commission thereunder.


Very truly yours,



/s/ Baker & McKenzie
Baker & McKenzie