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:
Metropolitan Series Fund, Inc.
Metropolitan Life Insurance Company
One Madison Avenue, New York, New York, 10010-3690
2. Name of each series or class of funds for which this notice is filed:
Growth Portfolio, Income Portfolio, Money Market Portfolio,
Diversified Portfolio, Aggressive Growth Portfolio, Stock
Index Portfolio, International Stock Portfolio
3. Investment Company Act File Number: 811-3618
Securities Act File Number: 2-80751
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:
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:
Number of securities sold: 2,015,314
Aggregate sale price of securites sold: $49,283,477.09
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: 2,015,314
Aggregate sale price of securites sold: $49,283,477.09
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):
Number of Securities issued : 638,212
Aggregate sale price of securities issued : $13,641,787.00
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): $49,283,477.09
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11,if applicable): + $13,641,787.00
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - $31,805,718.23
(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): n/a
(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): $31,119,545.86
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
instruction C.6): x 1/33rd of 1%
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: $9,430.17
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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.
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 26, 1997
Metropolitan Series Fund
Rule 24f-2; For the twelve months ending December 31, 1996
Registration Statement File No. 2-80751 ; File No. 811-3618
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/ Bradford White
Bradford White
Controller
Metropolitan Series Fund, Inc.
Date: February 27, 1997
*Please print the name and title of the signing officer below the signature.
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
Metropolitan Series Fund, Inc.
File No. 2-80751
Registration File No. 811-3618
Gentlemen:
In connection with the filing of a Notice (the "Notice") under Rule 24f-2 of
the Investment Company Act of 1940, I am furnishing the opinion set forth
below.
For such purpose, I have reviewed the Certificate of Incorporation of
Metropolitan Series Fund, Inc., a Maryland Corporation (the "Fund"), the
resolutions of the Board of Directors of the Fund and such other documents
and such questions of law as I have deemed necessary or advisable.
On the basis of such review, it is my opinion that when the 2,015,314 shares of
the Fund's common stock referred to in the Notice were sold during the fiscal
year of the Fund ended December 31, 1996, in reliance upon registration
pursuant to Rule 24f-2 and in accordance with the currently effective
prospectus of the Fund, such shares were legally issued and fully paid and are
non-assessable.
Sincerely,
/s/ Christoper P. Nicholas
Christoper P. Nicholas
Associate General Counsel
February 21, 1997
