CML ACCUMULATION ANNUITY ACCOUNT E
24F-2NT, 1997-02-28
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<PAGE>
 
                    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, ACCUMULATION ANNUITY ACCOUNT E
                                 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, ACCUMULATION ANNUITY ACCOUNT E (SECURITIES ACT FILE NUMBER 333-91357)
     (FORMERLY 2-54378)

 
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  3. Investment Company Act File Number:  811-02587


     Securities Act File Number:  333-91357
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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: $17,765,028
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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: $17,765,028
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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):                                     $ 17,765,028
                                                                ------------

      (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):                                        - 10,090,626
                                                                ------------

      (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):                                          7,674,202
                                                                ------------

      (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
                                                                ------------

      (vii) Fee due [line (i) or line (v) multiplied by
            line (vi):                                          $ 2,325.51
                                                                ============

  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: 

      FEBRUARY 28, 1997
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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 E. ENGLISH
                               ---------------------------------
                                THOMAS E. ENGLISH  
                                VICE PRESIDENT AND ASSOCIATE GENERAL 
                                COUNSEL
                               

      Date  FEBRUARY 28, 1997
            -----------------

  *Please print the name and title of the signing officer below the signature.
- --------------------------------------------------------------------------------
   
<PAGE>
 
                                                               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. 333-01357

Ladies & Gentlemen:

CML Accumulation Annuity Account E ("Account E")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 E became a
separate account of MassMutual.

Account E 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 E. I am familiar with the action
taken by the Board of Directors of MassMutual to authorize the issuance of
Account E 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 E or its authorized agent received the authorized
payment of the Securities in accordance with the terms described in Account E's
Registration Statement on Form N-4 (File No. 333-01357, FORMERLY 2-54378) under
the Securities Act of 1933.

Based on the foregoing I am of the opinion that the
<PAGE>
 
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


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