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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
Read instructions at end of Form before preparing Form
Please print or type.
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1. Name and address of issuer: CML VARIABLE ANNUITY ACCOUNT B
1295 STATE STREET
SPRINGFIELD, MA 01111-0001
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2. Name of each series or class of funds for which this notice is filed:
CML VARIABLE ANNUITY ACCOUNT B (SECURITIES ACT FILE NUMBER 333-01351)
(FORMERLY2-34269)
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3. Investment Company Act File Number: 811-01916
Securities Act File Number: 333-01351
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4. Last day of fiscal year for which this notice is filed: DECEMBER 31, 1996
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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:
[_]
NOT APPLICABLE
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
NOT APPLICABLE
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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 OF SECURITIES: 0
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
NUMBER OF SECURITIES: 0
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9. Number and aggregate sale price of securities sold during the fiscal year:
AGGREGATE SALE PRICE: $871,651
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
AGGREGATE SALE PRICE: $871,651
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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):
AGGREGATE SALE PRICE: $0
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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): $ 871,651
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(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 0
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(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable): - 90,695
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(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
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(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): 780,956
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(vi) Multiplier prescribed by Section 6(b) of
the Securities Act of 1933 or other applicable
law or regulation (see Instruction C.6): x 1/3300
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(vii) Fee due [line (i) or line (v) multiplied by
line (vi): $ 236.65
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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.
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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:
NOT APPLICABLE
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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.
By (Signature and Title)* /S/ THOMAS F. ENGLISH
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THOMAS F. ENGLISH
VICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL
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Date FEBRUARY 28, 1997
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*Please print the name and title of the signing officer below the signature.
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February 17, 1997
Securities and Exchange Commission
Document Control - Room 1004
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: Rule 24f-2 Notice
File No. 333-01351
Ladies & Gentlemen:
CML Variable Annuity Account B ("Account B")is a separate investment account
established by Connecticut Mutual Life Insurance Company ("Connecticut Mutual").
Effective February 29, 1995, Connecticut Mutual merged with and into
Massachusetts Mutual Life Insurance Company ("MassMutual). The separate
existence of Connecticut Mutual ceased. MassMutual continues its corporate
existence under its current name. As a result of the merger, Account B became a
separate account of MassMutual.
Account B is preparing to file a Rule 24f-2 Notice (the "Notice") with the
Commission pursuant to Rule 24f-2 (the "Rule") under the Investment Company Act
of 1940, as amended for the year ended December 31, 1996. As Attorney for
MassMutual, I have acted as counsel to Account B. I am familiar with the action
taken by the Board of Directors of MassMutual to authorize the issuance of
Account B contracts and have examined such documents as I deem necessary for the
purpose of this opinion.
I assume that appropriate action has been taken to register or qualify the sale
of the Securities under any applicable state or federal laws regulating
offerings and sales of securities and that the notice will be timely filed. I
also assume that Account B or its authorized agent received the authorized
payment of the Securities in accordance with the terms described in Account B's
Registration Statement on Form N-4 (File No. 333-01351, FORMERLY 2-34269) under
the Securities Act of 1933.
Based on the foregoing I am of the opinion that the
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Securities and Exchange Commission
February 17, 1997
Page 2
Securities were validly issued, fully paid and non-
assessable. I consent to this opinion accompanying the Notice when filed with
the Commission
Sincerely,
/s/ James M. Rodolakis
James M. Rodolakis
Attorney
