24F-2NT

            U.S. SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                           FORM 24f-2
    Annual Notice of Securities Sold Pursuant to Rule 24f-2

    Read Instructions at end of Form before preparing Form.
                     Please print or type.


1.   Name and address of issuer:

The Timothy Plan
1304 West Fairbanks Ave.
Winter PArk, Florida 32789



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

The Timothy Plan - Institutional Class
The Timothy Plan - Retail Class



3.   Investment Company Act File Number:    811-8228      

     Securities Act File Number:            33-73248      



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 issuers's 24f-2 declaration:

                                                       [  ]

6.   Date of termination of issuer's declaration under Rule 24f-2(a)(1), 
     if applicable (see instruction A.6):    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:    N/A



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



9.   Number and aggregate sale price of securities sold during the fiscal 
     year:
      516,588  shares were sold for an aggregate price of $ 5,413,913 



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

      516,588  shares were sold for an aggregate price of $ 5,413,913 



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):

       7,709 shares were reinvested for an aggregate price of $ 86,488  




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).....................$ 5,413,913 

     (ii) Aggregate price of shares issued
          in connection with dividend reinvestment plans
          (from item 11, if applicable).................+    86,488 

    (iii) Aggregate price of shares redeemed
          or repurchased during the fiscal year
          (if applicable)...............................- 1,626,393 

     (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)...............  3,874,008  

     (vi) Multiplier prescribed by Section 6(b) of the 
          Securities Act of 1933 or other applicable 
          law or regulation (see instruction C.6).......x  1/3300      

    (vii) Fee due
          [line (i) or line (v) multiplied by line (vi)]: $ 1,173.94    

INSTRUCTION:   Issuers should complete lines (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.



13.  Check box if fees are being remitted to the Commission's 
     lockbox depository as described in section 3a of the Commision's 
     Rules of Informal and Other Procedures(17 CFR 202.3a):

          [x]

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

      February  20, 1997



                           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/ Arthur D. Ally         

                              President                     

Date:  February     27, 1997


     * Please print the name and title of the signing officer 
     below the signature.

EX-5

                          [LETTERHEAD]
              STRADLEY RONON STEVENS & YOUNG, LLP
                    2600 ONE COMMERCE SQUARE
             PHILADELPHIA, PENNSYLVANIA  19103-7098









Direct Dial: (215) 564-8047


                       February 20, 1997



The Timothy Plan
c/o Covenant Funds, Inc.
1304 West Fairbanks Avenue
Winter Park, FL 32789

          Re:  The Timothy Plan

Gentlemen:

          We have examined the Agreement and Declaration of Trust of The
Timothy Plan (the "Trust"), a Delaware business trust, the by-laws of the
Trust, the minutes of meetings of the Trustees of the Trust, and the
various pertinent documents relating to the Trust's organization and
operation that we deem material.  We have also examined the Notification of
Registration and the Registration Statement under the Securities Act of
1933 ("Securities Act") and the Investment Company Act of 1940 ("Investment
Company Act"), and all amendments thereto, as well as other items we deem
material to this opinion.  

          You have now advised us that the Fund is about to file,
pursuant to the provisions of Rule 24f-2 under the Investment Company Act,
a Notice for the purpose of registering under the Securities Act the
516,588 shares of beneficial interest ("Shares") sold by the Trust pursuant
to Rule 24f-2 during its fiscal year ending December 31, 1996.  You have
informed us that the shares were sold in accordance with the Trust's usual
method of distributing its shares whereby currently effective prospectuses
are made available for delivery to offerees and purchasers of shares in
accordance with Section 5(b) of the Securities Act.  

          Based upon the foregoing information and examination, it is our
opinion that the 516,588 Shares sold in the fiscal year ending December 31,
1996, pursuant to Rule 24f-2, have been legally issued and are fully-paid,
non-assessable and legally outstanding shares of the Trust.  

          We hereby consent to the use of this opinion as an exhibit to
the Notice under Rule 24f-2 of the Trust, covering the registration of the
said Shares under the Securities Act and the applications and registration
statements, and amendments thereto, filed in accordance with the securities
laws of the several states in which Shares of the Trust are offered, and we
further consent to reference in the Prospectus of the Trust to the fact
that this opinion concerning the legality of the issue has been rendered by
us.  


                         Very truly yours,

                         STRADLEY, RONON, STEVENS & YOUNG



                         By:  /s/ Joseph V. Del Raso
                              Joseph V. Del Raso

JDR/go





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