<PAGE>
<PAGE>
Form 24F-2
Annual Notice of Securities Sold Pursuant to Rule 24F-2
December 31, 1999
1. Name and address of issuer:
General American 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:
S&P 500 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:
12/31/99
5. Calculation of registration fee:
(i) Aggregate sale price of securities sold during fiscal year
19913236
(ii) Aggregate price of securities redeemed or repurchased
29331380
(iii) Aggregate price of securities redeemed or repurchased during
any prior fiscal year ending no earlier than October 11, 1995 that were
not previously used to reduce registration fees payable to the
Commission
N/A
(iv) Total available redemption credits (add Items 5(ii)&(iii)
29331380
(v) Net sales (if item 5(i) is greater than item 5(iv) subtract
item 5(iv) from item 5(i)
N/A
(vi) Redemption credits available for use in future years (if item
5(i) is less than item 5(iv) subtract item 5(iv) from item 5(i)
(9418144)
(vii) Multiplier for determining registration fee
.000264
(viii)Registration fee due (multiply item 5(v) by item 5(vii)
N/A
6. Prepaid Shares:
N/A
7. Interest due - if this form is being filed more than 90 days after
the end of the issuer's fiscal year:
N/A
8. Total of the amount of the registration fee due plus any interest
due (line 5(viii) plus line 7:
N/A
9. Date the registration fee and any interest payment was sent to the
Commission's lockbox depository:
N/A
