AMERICAN FIDELITY VARIABLE ANNUITY FUND A
24F-2NT, 1996-02-26
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             U.S. SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 

                            FORM 24F-2
                 Annual Notice of Securities Sold
                      Pursuant to Rule 24f-2



  1. Name and address of Issuer:   
     AMERICAN FIDELITY VARIABLE ANNUITY FUND A
     2000 Classen  Boulevard, Oklahoma City, Oklahoma,  73106-6092   
                                                                        
  2. Name of each series of funds for which this notice is filed:
     Variable Annuity Units 
                                                                     
  3. Investment Company Act File Number:
     Registration Statement No. N.2-30771
     Securities Act No.811-1764
                                                                  
  4. Last day of fiscal year for which this notice is filed:
     December 31, 1995
                                                          
  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:
                                                                    
  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:
                                             $  11,269,062
                                     
 10. Number and aggregate sale price of securities sold during the 
     fiscal year in reliance upon registration pursuant to rule 24f-2:
                                             $  11,269,062

 11. Number and aggregate sale price of securities issued during the 
     fiscal year in connection with dividend reinvestment plans, if 
     applicable:
                                                   -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):
                                             $  11,269,062

     (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 
     fiscal year (if applicable):
                                             -  7,254,521

     (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), less line (iii), 
     plus line (iv)] (if applicable):
                                                4,014,541 

     (vi)  Multiplier prescribed by Section 6(b) of the Securities Act 
     of 1933 or other applicable law or regulation (see Instruction C.6):
                                             x  1/29th of 1%

     (vii)  Fee due [line (i) or line (v) multiplied by line (vi)]:
                                                1,384.32
                                                      
 13. Check box if fees are being remitted to the Commissioner's 
     lockbox depository as described in section 3a of the Commission's 
     Rules of Informal and Other Procedures (17CFR 202.3a)         [x]

     Date of mailing or wire transfer of filing fees to the Commissioner's 
     lockbox depository:   February 26, 1996
          
 
                         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:  DANIEL D. ADAMS, JR.
                                   Daniel D. Adams, Jr., Secretary
Date: February 26, 1996
                            




                                Law Offices
                               McAfee & Taft
                        A Professional Corporation
                    Tenth Floor, Two Leadership Square
                            211 North Robinson
                    Oklahoma City, Oklahoma 73102-7101
                              (405) 235-9621           Writer's Direct Dial
                            Fax (405) 235-0439                             


                             February 26, 1996






American Fidelity Variable
  Annuity Fund A
2000 Classen Center
Oklahoma City, Oklahoma 73106

                         Re:  Form N-3 Registration Statement, as
                              Amended (No. N.2-30771)

Ladies and Gentlemen:

          We have reviewed the above-referenced Registration
Statement, as amended by Post-Effective Amendment No. 37, and the
accompanying Form 24F-2 Annual Notice of Securities Sold Pursuant
to Rule 24f-2 of American Fidelity Variable Annuity Fund A (the
"Fund") with respect to the securities (the "Securities") sold
under such Registration Statement pursuant to Rule 24f-2 under the
Investment Company Act of 1940 during the Fund's fiscal year ended
December 31, 1995, and we have generally conducted such
investigation of the records of the Fund and American Fidelity
Assurance Company and have examined such other documents as we
deemed appropriate in order to render the opinion expressed herein.

          Based upon the foregoing, it is our opinion that the
Securities were legally issued, fully paid and nonassessable.

                              Very truly yours,

                              MCAFEE & TAFT A PROFESSIONAL CORPORATION

                              McAFEE & TAFT
                              A Professional Corporation


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