U. S. SECURITIES AND EXCHANGE
COMMISSION
Washington, D. C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
The Variable Annuity Life Insurance Company
2929 Allen Parkway, L7-01
Houston, Texas 77019
2. Name of each series or class of funds for which this notice is filed: N/A
3. Investment Company Act File Number: 811-3240
Securities Act File Number: 2-96223; 2-32783; 33-75292
4. Last day of fiscal year for which this notice is filed:
December 31, 1996
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:
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 fiscal year, but which remained
unsold at the beginning of the fiscal year: 0
8. Number and amount of securities registered
during the fiscal year other than pursuant to rule 24f-2: 0
9. Number and aggregate sale price of securities
sold during the fiscal year:
Aggregate units sold 1,379,438,168;
Aggregate sale price $2,133,814,042
10. Number and aggregate sale price of securities
sold during the fiscal year in reliance upon
registration pursuant to rule 24f-2:
Aggregate units sold 1,379,438,168;
Aggregate sale price $2,133,814,042
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
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): $2,133,814,042
(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): - 390,569,540
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a reduction
to filing fees pursuant to rule 24f-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):1,743,244,502
(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): 528,255.91
Instructions: 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.
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).
Date of mailing or wire transfer of filing fees
to the Commission's lockbox depository:
February 24, 1997
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)*
Gregory R. Seward /s/
Director of Fund Operations
Date: February 24, 1997
* Please print the name and title of the
signing officer below the signature.
February 24, 1997
Board of Directors
The Variable Annuity
Life Insurance Company
2929 Allen Parkway
Houston TX 77019
RE:24f-2 Notice for The Variable Annuity Life Insurance Company
Separate Account A File Nos. 2-96223; 2-32783; 33-75292
Gentlemen:
At your request, I have examined the form of Registration Statement
(File Nos. 2-96223/811-3240; 2-32783/811-3240; 33-75292/811-3240)
on Form N-4 filed by you with the Securities and Exchange
Commission in connection with the registration under the Securities
Act of 1933, as amended, of an indefinite number of shares of The
Variable Annuity Life Insurance Company Separate Account A
("Separate Account A"). I have also examined the form of Rule 24f-2
Notice proposed to be filed by you with the Commission not later than
March 1, 1997, reporting shares issued and sold in reliance upon your
registration of an indefinite number of shares pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended.
Based upon my examination and upon my knowledge of your
corporate activities, and assuming, without independent verification,
that the shares were sold in compliance with applicable state laws and
in the manner referred to in the Registration Statement, it is my
opinion that the shares were legally issued, fully paid and
nonassessable.
I consent to the filing of this opinion as an exhibit to the Rule 24f-2
Notice.
Yours very truly,
Cynthia A. Toles /s/
cat/csw
