May 10, 1995



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


Re:  MIMLIC Series Fund, Inc. - CIK Number 0000766351
     Request for Withdrawal of Amendment to Registration Statement on Form N-1
     File Number 2-96990


Dear Sir or Madam:

We request withdrawal of an amendment to a registration statement on Form
N-1, made to File Number 2-96990, submitted and accepted via EDGAR on May 3,
1995. The accession number of this amendment is 0000912057-95-003079. This
electronic filing, which consisted of a "definitive" prospectus and statement
of additional information, was erroneously filed as a Form N-1 amendment but
should have been filed as a Form 497.

Pursuant to Rule 477(a) under the Securities Act of 1933 we request withdrawal
of the amendment to Form N-1.

Sincerely,



Donald F. Gruber
Secretary
MIMLIC Series Fund, Inc.