Annual Notice of Securities Sold Pursuant to Rule 24F-2
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.
1. Name and address of issuer:
Penn Mutual Variable Annuity Account III
600 Dresher Road
Horsham, Pennsylvania 19044
___________________________________________________________________
2. Name of each series or class of funds for which this
notice is filed:
Diversifier II Individual Annuity Contracts With
Variable Benefit Provisions - Flexible Purchase
Payments
___________________________________________________________________
3. Investment Company Act File Number: 811-3457
Securities Act File Number: 2-77283
___________________________________________________________________
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:
N/A [ ]
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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:
None
___________________________________________________________________
8. Number and amount of securities registered during
the fiscal year other than pursuant to rule 24f-2:
None
___________________________________________________________________
9. Number and aggregate sale price of securities sold
during the fiscal year:
8,487 Contracts @ $138,808,573
___________________________________________________________________
10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:
8,487 Contracts @ $138,808,573
___________________________________________________________________
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):
Included in Item 9 above
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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):
$138,808,573
_________________
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable):
+ --
_________________
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable):
- 47,869,864
_________________
(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):
90,938,709
_________________
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law
or regulation (see Instruction C.6):
x 1/2,900
_________________
(vii) Fee due {line (i) or line (v) multiplied
by line (vi)}:
$31,358.18
_________________
_________________
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, 1996
SIGNATURES
This report has been signed by the following person on behalf of
the issuer and in the capacities and on the date indicated.
By (Signature and Title)* /s/ James D. Benson
James D. Benson,
Manager Financial Reporting
Date 2/29/96
* Please print the name and title of the signing officer below the
signature.
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<TABLE>
RULE 24f-2 FOR VARIABLE ANNUITY ACCOUNT III, FOR THE YEAR ENDED 12/31/95
FILE NO. 2-77283 02/28/96
<CAPTION>
AGGREGATE AGGREGATE
PRICE PRICE
OF UNITS OF UNITS REGISTRATION
SOLD REDEEMED DIFFERENCE FEE
(INCLUDING
REINVEST)
-------------- ------------- ------------- ---------------
<S> <C> <C> <C> <C>
MONEY MARKET FUND $13,362,953 $8,418,092 $4,944,861 $1,705.12
QUALITY BOND FUND $5,531,251 $4,256,372 $1,274,879 $439.61
HIGH YIELD BOND FUND $5,272,237 $4,611,481 $660,756 $227.85
GROWTH EQUITY FUND $15,244,644 $9,537,239 $5,707,405 $1,968.07
VALUE EQUITY FUND $17,742,122 $4,209,885 $13,532,237 $4,666.29
FLEXIBLY MANAGED FUND $45,850,893 $5,227,508 $40,623,385 $14,008.06
INTERNATIONAL EQUITY FUND $5,475,849 $6,940,160 ($1,464,311) ($504.93)
TCI GROWTH $6,094,633 $1,497,449 $4,597,184 $1,585.24
N & B LIMITED MATURITY $2,108,317 $1,950,836 $157,481 $54.30
N & B BALANCED $4,080,178 $1,021,028 $3,059,150 $1,054.88
SMALL CAPITALIZATION $1,567,584 $23,250 $1,544,334 $532.53
FIDELITY ASSET MANAGER $1,248,666 $15,033 $1,233,633 $425.39
FIDELITY GROWTH EQUITY $8,622,762 $75,436 $8,547,326 $2,947.35
FIDELITY EQUITY INCOME $6,606,484 $86,095 $6,520,389 $2,248.41
-------------------------------------------------------------------
TOTAL: $138,808,573 $47,869,864 $90,938,709 $31,358.18
================ ============= ============= ===============
</TABLE>
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{LETTERHEAD OF MORGAN, LEWIS & BOCKIUS}
February 29, 1996
Penn Mutual Variable Annuity Account III
600 Dresher Road
Horsham, Pennsylvania 19044
Re: Rule 24f-2 Notice for Penn Mutual Variable
Annuity Account III (the "Account")
(File Nos. 2-77283 and 811-3457)
Ladies and Gentlemen:
Reference is made to the above-captioned Rule 24f-2 Notice of the
Penn Mutual Life Insurance Company which is being filed with the
Securities and Exchange Commission on behalf of the Account for the
fiscal year ended December 31, 1995.
We have acted as counsel to Penn Mutual Life Insurance Company. Based
on our review of the Account's registration statement and assuming that
the Securities of the Account were offered in conformity therewith,
we are of the opinion that the Securities of the Account sold
during the fiscal year and registered in reliance upon Rule 24f-2,
are legally issued, fully paid and non-assessable.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
cc: Mr. James D. Benson
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