COMPANION LIFE SEPARATE ACCOUNT B
N-8A, 1997-01-27
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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    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:

A.      Name:  Companion Life Separate Account B

B.      Address of Principal Business  Office  (No. & Street, City,  State,  Zip
        Code):

               401 Theodore Fremd Avenue
               Rye, New York 10580-1493

C.      Telephone Number (including area code):

               (402) 351-5087

D.      Name and address of agent for service of process:

               Kenneth W. Reitz, Esquire
               Mutual of Omaha Companies
               Mutual of Omaha Plaza, 3-Law
               Omaha, Nebraska 68175-1008

E.      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-8(A:

               Yes    [X]           No      [   ]

        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 City of Omaha,  State of Nebraska
this 27th day of January, 1997.

                                    Companion Life Separate Account B

Attest:
Name                                By:  /s/ Russ Wiltgen
Title                                      Vice President & Actuary




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