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:
Maxim Series Account of
Great-West Life & Annuity Insurance Company
8515 East Orchard Road
Englewood, CO 80111
2. Name of each series or class of funds for which this notice is
filed:
N/A
3. Investment Company Act File Number: 811-3349
Securities Act File Number: 2-73879
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 year, but which
remained unsold at the beginning of the fiscal year:
N/A
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
N/A
9. Number and aggregate sale price of securities sold during the
fiscal year:
Number of securities sold: 359,703
Aggregate price: $ 5,110,682
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
Number of securities sold: 359,703
Aggregate price: $ 5,110,682
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):
N/A
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):
$ 5,110,682.00
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable):
+ 0.00
(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable):
- 6,310,619.00
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant
to rule 24e-2 (if applicable):
+ 0.00
(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):
(1,199,937.00)
(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)]:
$ 0.00
____________________
Instruction: Issuer 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 Commissions
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 25, 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)* /s/ G.R. Derback
G.R. Derback
Vice President and Controller
Great-West Life & Annuity Insurance Company
Date: February 25, 1997
*Please print the name and title of the signing officer below
the signature
Beverly A. Byrne
Assistant Counsel and
Assistant Secretary
(303) 689-3817 - Tel.
(303) 689-3827 - fax
February 24, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Form 24f-2 for Maxim Series Account of
Great-West Life & Annuity Insurance Company File No. 811-3349
Ladies and Gentlemen:
This letter is furnished as the requisite opinion of counsel
described in paragraph (b)(1)(v) of Rule 24f-2.
I am providing this opinion of counsel in my capacity of Assistant
Counsel and Assistant Secretary of Great-West Life & Annuity
Insurance Company, and act in such capacity in legal matters
concerning its separate account, Maxim Series Account. In so
acting, I have made such examination of the law, records and
documents as in my judgment are necessary or appropriate to enable
me to render the opinion expressed below.
I am of the opinion with respect to the aforesaid securities, which
are the securities the registration of which is made definitive in
number by the Rule 24f-2 Notice that this opinion accompanies, that
the securities were legally issued, fully paid and non-assessable.
Sincerely
Beverly A. Byrne
Assistant Counsel and
Assistant Secretary
Enclosures
