U.S. SECURITIES & 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: Composite Deferred Series, Inc.
                                  601 W Main, Suite 801
                                  Spokane, WA 99201
                                                (509)353-3486
 


2.  Name of each series or class of funds for which this notice is filed:
                            Money Market Portfolio
                            Growth Portfolio
                            Income Portfolio
                            Northwest Portfolio
 
3.  Investment Company Act File Number:  811-4962
    Securities Act File Number:          33-11010
4.  Last day of fiscal year for which this notice is filed:  12/31/96

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 (see instruction A.6):

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:
                                           0

8.   Number and amount of securities registered during the fiscal year other
     than pursuant to rule 24f-2:
                   No shares              $0

9.   Number and aggregate sale price of securities sold during the fiscal year:
                   0 shares                0
 
10.  Number and aggregate sale price of securities sold during the fiscal
     year in reliance upon registration pursuant to rule 24f-2:
                   0 shares                0
 
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):

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):                         0
                                                                --------------
(ii) Aggregate price of shares issued in connection with
     dividend reinvestment plans (from item 11, if applicable)  +

                                                                --------------

(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
     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 (see
     instruction C.6):                                            1/33rd of 1%
                                                               ---------------


(vii)Fee due [line (i) or line (v) multiplied by line (vi)]:                 0
     No fee Required                                           ===============

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  Commission'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 24, 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.
(Signature and Title)*      /S/  Monte D. Calvin
                           ----------------------------------------
                                 Treasurer
                           ----------------------------------------
Date:   2/24/97
     --------------------------
  * Please print the name and title of the signing officer below the signature.
<PAGE>


February 18, 1997

Composite Cash Management Company, Inc.
601 W. Main, Suite 801
Spokane, WA  99201-0613

         RE:  Rule 24f-2 Notice

Gentlemen:

     In connection with the filing by your company of the Rule 24f-2 Notice,  we
wish to advise you that it is our opinion  that the  securities  sold during the
fiscal year, as described in the Notice,  were legally issued,  were fully paid,
and are considered nonassessable under the laws of the State of Washington.

     You are  authorized  to attach  this  opinion to the Rule 24f-2  Notice for
Composite  Deferred Series,  Inc. being filed pursuant to the provisions of Rule
24f-2.

Very truly yours,
Paine, Hamblen, Coffin,
Brooke & Miller



/S/Lawrence R. Small