UNITED STATES
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. The name of each series or class of securities for which
this Form is filed (if the Form is being filed for all series
and classes of securities of the issuer, check the box but
do not list series or classes): all
3.Investment Company Act File Number: 811-3240
Securities Act File Number: 2-96223; 2-32783; 33-75292
4(a). Last day of fiscal year for which this notice is filed:
December 31, 1997
4(b) Check box if this Form is being filed late (i.e., more than
90 calendar days after the end of the issuer's fiscal year).
(See instruction A.2)
Note: If this Form is being filed late, interest must be
paid on the registration fee due.
4(c).Check box if this is the last time issuer will be filing
this Form. N/A
5.Calculation of registration fee:
(I) Aggregate sale price of securities sold during the
fiscal year pursuant to section 24(f):$2,588,928,460
(ii) Aggregate price of securities redeemed or
repurchased during the fiscal year:
$ 601,897,770
(iii)Aggregate price of securities redeemed or
repurchased during any prior fiscal year ending no
earlier than October 11, 1997 that were not
previously used to reduce registration fees
payable to the Commission: $ 0
(iv) Total available redemption credits (add Items
5(ii) and 5(iii): $601,897,770
(v) Net sales - If Item (5 (I) is greater than Item 5(iv)
[subtract Item 5(iv) from Item 5(I)]: $1,987,030,690
(vi) Redemption credits available for use in future
years $( )-if Item (5i) is less
than Item 5(iv) [subtract Item 5(iv) from
Item 5(I)]:
(vii)Multiply for determining registration fee (See
Instruction C.9): x .000295
(viii)Registration fee due [multiply Item 5(v) by Item
5(vii)] (enter "O" if no fee is due):
=$ 586,174.05
6.Prepaid Shares
If the response to Item 5(I) was determined by deducting
an amount of securities that were registered under the
Securities Act of 1933 pursuant to rule 24e-2 as in effect
before [effective date of rescission of rule 24e-2], then
report the amount of securities (number of shares or other
units) deducted here: . If there is a number of
shares or other units that were registered pursuant to
rule 24e-2 remaining unsold at the end of the fiscal year
for which this form is filed that are available for use by
the issuer in future fiscal years, then state that number
here: .
7.Interest due--If this Form is being filed more than 90 days
after the end of the issuer's fiscal year (see instruction D):
+$
8.Total of the amount of the registration fee due plus any
interest due [line 5(viii) plus line 7]:
=$ 586,174.05
9.Date the registration fee and any interest payment was sent
to the Commissions's lockbox depository: CIK# 0000354912
March 27, 1998
Method of Delivery:
X Wire Transfer
Mail or other means
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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)*
Gregory R. Seward /s/, Assistant Controller
Date March 30, 1998
* Please print the name and title of the signing officer below the
signature.
