i:\legal\sec.reg\edgar\24f2\24f2vl.doc
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
First Variable Separate Account VL
10 Post Office Square
Boston, MA 02109
2. Name of each series or class of funds for which this notice is
filed:
3. Investment Company Act File Number: 811-07647
Securities Act File Number: 333-05053
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 issuer's 24f-2's 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:
Number: 0 Amount: $0
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
Number: 0 Amount: $0
9. Number and aggregate sale price of securities sold during the
fiscal year:
Number: 0 Amount: $0
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
Number: 0 Amount: $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):
Number: 0 Amount: $0
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):
+ 0
(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 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):
0
(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation (see Instruction
C.6):
x 1/3,300
(vii) Fee due [line (I) or line (v) multiplied by line (vi)]:
0
Instruction: Issuers should complete line (ii), (iii), (iv), and (v)
only if from is being filed within 60 days after the close of the
issuer's fiscal year. 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 (17CFR 202.3a).
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
Not applicable.
<PAGE>
SIGNATURES
This report has been signed below the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)*
s/Arnold R. Bergman
Arnold R. Bergman, Vice President Legal & Administration
Date: February 26, 1997
*Please print the name and title of the signing officer below the
signature
<PAGE>
February 26, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: First Variable Separate Account VL (1940 Act No. 811-07647)
1933 Act File No. 333-05053
Dear Sir/Madam:
In my capacity as chief legal officer of First Variable Life Insurance
Company, I have served as counsel to First Variable Separate Account VL
regarding variable life insurance contracts to be issued by First
Variable Separate Account VL. I have examined the Articles of
Incorporation and By-Laws of First Variable Life Insurance Company, the
variable life insurance policy forms and have taken note of the fact
that no contracts were issued by First Variable Separate Account VL in
1996.
Based upon the foregoing, and having regard for legal consideration as
I have deemed relevant, no opinion is expressed as to whether variable
life insurance contracts issued in 1996 by First Variable Separate
Account VL, of which there are none, were legally issued and represent
binding obligations of the depositor.
This opinion speaks only as of the date hereof and I expressly disclaim
any obligation to update it for any change in the law or facts
occurring subsequent to the date hereof.
Very truly yours,
s/Arnold R. Bergman
Arnold R. Bergman
Vice President, Legal* & Administration
Corporate Secretary
*Admitted in NY
