NORTHBROOK VARIABLE ANNUITY ACCOUNT III
N-8A, 1996-04-15
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                            FORM N-8A


   NOTIFICATION OF REGISTRATION FILED PURSUANT TO SECTION 8(a)
              OF THE INVESTMENT COMPANY ACT OF 1940


     The undersigned investment company hereby notifies the
Securities and Exchange Commission that it registers under and
pursuant to the provisions of Section 8(a) of the Investment
Company Act of 1940 and in connection with such notification of
registration submits the following information:

Name:     Northbrook Variable Annuity Account III

Address of Principal Business Office:
     
          c/o Northbrook Life Insurance Company
          3100 Sanders Road
          Northbrook, Illinois 60062

Telephone Number:

          (847) 402-2400

Name and address of agent for service of process:

          Michael J. Velotta
          Vice President, Secretary and General Counsel
          3100 Sanders Road
          Northbrook, Illinois 60062

Check Appropriate Box:
     
     Registrant is filing a Registration Statement pursuant to
Section 8(b) of the Investment Company Act of 1940 concurrently
with the filing of form N-8A:   YES [ ]   NO [X]
<PAGE>
Item 1.   Exact Name of registrant.

          Northbrook Variable Annuity Account III

Item 2.   Name of state under the laws of which registrant was
          organized or created and the date of such organization
          or creation.

          Established on April 8, 1996 under the laws of
          Illinois.

Item 3.   Form of organization of registrant.

          Segregated asset account of Northbrook Life Insurance
          Company.

Item 4.   Classification of registrant.

          Unit Investment Trust

Item 5.   If registrant is a management company:

          (a)  state whether registrant is a "closed-end" company
          or an "open-end" company;

               NOT APPLICABLE
     
          (b) state whether registrant is registering as a
          "diversified" company or a "non-diversified" company.

               NOT APPLICABLE

Item 6.   Name and address of each investment adviser of
          registrant.

          NOT APPLICABLE

Item 7.   If registrant is an investment company having a board
          or directors, state the name and address of each
          officer and director of registrant.

          NOT APPLICABLE

Item 8.   If registrant is an unincorporated investment company
          not having a board or directors:

          (a) state the name and address of each sponsor of
          registrant;

               Northbrook Life Insurance Company
               3100 Sanders Road
               Northbrook, Illinois 60062

          
          (b) state the name and address of each officer and
          director of each sponsor of registrant;

               EXECUTIVE OFFICERS AND DIRECTORS 

               Louis G. Lower, II, Chief Executive Officer and
               Chairman of the Board

               Marla G. Friedman, President, Chief Operating
               Officer and Director

               Michael J. Velotta, Vice President, Secretary,
               General Counsel and Director

               Peter H. Heckman, Vice President and Director

               John R. Hunter, First Vice President, Assistant
               Vice President and Director

               Laurence P. Moews, Director

               Barry S. Paul, Assistant Vice President and
               Controller

               Casey J. Sylla, Director

               James P. Zils, Director

               The address for all individuals listed above is:

                    3100 Sanders Road
                    Northbrook, Illinois 60062-7154

          (c) state the name and address of each trustee and each
          custodian or registrant.

               The registrant does not have any trustees. 
               Northbrook Life Insurance Company acts as the
               custodian of the assets of the registrant. Its
               address is 3100 Sanders Road, Northbrook, Illinois
               60062-7154.

Item 9.   (a) State whether registrant is currently issuing and
          offering its securities directly to the public (yes or
          no).

               No.

          (b) If registrant is currently issuing and offering its
          securities to the public through an underwriter, state
          the name and address of such underwriter.

               NOT APPLICABLE

          (c) If the answer to Item 9(a) is "no" and the answer
          to Item 9(b) is "not applicable," state whether
          registrant presently proposes to make a public offering
          of its securities (yes or no).

               Yes.

          (d) State whether registrant has any securities
          currently issued and outstanding (yes or no).

               No.

          (e) If the answer to Item 9(d) is "yes," state as of a
          date not to exceed ten days prior to the filing of this
          notification of registration the number of beneficial
          owners of registrant's outstanding securities (other
          than short-term paper) and the name of any company
          owning 10 percent or more of registrant's outstanding
          voting securities.

               NOT APPLICABLE

Item 10.  State the current value of registrant's total assets.

               NOT APPLICABLE

Item 11.  State whether registrant has applied or intends to
          apply for a license to operate as a small business
          investment company under the Small Business Investment
          Act of 1958 (yes or no).

               No.

Item 12.  Attach as an exhibit a copy of the registrant's last
          regular period report to its securityholders, if any.

                              NOT APPLICABLE




                            SIGNATURES

     Pursuant to the requirements of the Investment Company Act
of 1940 the sponsor of the registrant has caused this
notification of registration to be duly signed on behalf of the
registrant in the Township of Northfield and the state of
Illinois on the 12th day of April, 1996


                         Northbrook Variable Annuity Account III
                         (Name of Registrant)

                           By: Northbrook Life Insurance Company
                               (Name of Sponsor)


                           By: /s/ MICHAEL J. Velotta        
                               Michael J. Velotta
                               Vice President, Secretary and 
                                 General Counsel
                               Northbrook Life Insurance Company



Attest:_/s/ BRENDA D. SNEED
          Brenda D. Sneed
          Assistant Secretary
                              
                              


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