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Form 24F-2
Annual Notice of Securities Sold Pursuant to Rule 24F-2
December 31, 1996
1. Name and address of issuer:
General American Life Insurance Co. Separate Account Two
700 Market St.
St. Louis, MO 63101
2. Name of each series or class of funds for which this notice is
filed:
Equity Index Fund
Money Market Fund
Bond Index Fund
Managed Equity Fund
Asset Allocation Fund
Equity-Income Fund
Growth Fund
Overseas Fund
3. Investment Company Act File Number:
811-2162
Securities Act File Number
2-39272
4. Last day of fiscal year for which this notice is filed:
12/31/96
5. Is notice 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:
N/A
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see Instruction A.6):
N/A
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 year, but which remained unsold at
the beginning of the fiscal year:
0 units - $0
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
0 units - $0
9. Number and aggregate sale price of securities sold during the
fiscal year:
1108614 units - $17866987
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
1108614 units - $17866987
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):
0 units - $0
12. Calculation of registration fees:
(i) Aggregate sale price of securities sold during fiscal year
in reliance on rule 24f-2 (from Item 10):
$30587334
(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):
$12720347
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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
(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):
$17866987
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
Instruction C.6):
.00030303030
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$5414.24
13. Date of wire transfer of filing fees to the Commission
Depository:
02/19/97
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CHRISTOPHER A. MARTIN
COUNSEL
PHONE: (314) 444-0499
Fax: (314) 444-0510
February 27, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: GENERAL AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT TWO
(SEC FILE #2-39272)
Dear Sir or Madam:
As Counsel for General American Life Insurance Company Separate Account
Two (SEC File #2-39272) ("Registrant"), it is my opinion that the
units sold by Registrant were legally issued, fully paid, and nonassessable.
I hereby consent to the use of this opinion in Registrant's Form 24f-2 Annual
Notice of Securities Sold Pursuant to Rule 24f-2 filing.
Sincerely,
/s/ Christopher A. Martin
Christopher A. Martin
CAM:amg/GALIC-7.let
