<PAGE> 1
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:
NML Variable Annuity Account B
The Northwestern Mutual Life Insurance Company
720 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
2. Name of each series or class of funds for which this notice is filed:
Variable Annuity Contracts
3. Investment Company Act File Number: 811-1668
Securities Act File Number: 2-29240
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 of 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-
<PAGE> 2
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
Number: N/A
Amount: $83,023,325
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number: N/A
Aggregate Sale Price: $344,196,723
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number: N/A
Aggregate Sale Price: $261,173,396
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
N/A
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold $261,173,396
during the fiscal year in reliance on ------------
rule 24f-2 (from Item 10):
(ii) Aggregate price of shares issued in + N/A
connection with dividend reinvestment ------------
plans (from Item 11, if applicable):
(iii)Aggregate price of shares redeemed or -160,720,250
repurchased during the fiscal year (if ------------
applicable):
(iv) Aggregate price of shares redeemed or + N/A
repurchased and previously applied as a ------------
reduction to filing fees pursuant to rule
24e-2 (if applicable):
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(v) Net aggregate price of securities sold and $100,453,146
issued during the fiscal year in reliance ------------
on rule 24f-2 [line (i), plus line (ii),
less line (iii), plus line (iv)] (if
applicable):
(vi) Multiplier prescribed by Section 6(b) of x.0003448276
the Securities Act of 1933 or other ------------
applicable law or regulation:
(vii) Fee due [line (i) or line (v) multiplied $ 34,639.02
by line (vi)]: ============
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.
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 Commissioner's
lockbox depository:
February 26, 1996
SIGNATURES
This report has been signed below by the following person on behalf of the
issuer and in the capacity and on the date indicated.
By: GARY E. LONG
----------------------------------------------
Gary E. Long
Vice President and Controller
The Northwestern Mutual Life Insurance Company
Date: February 23, 1996
<PAGE> 1
February 23, 1996
Board of Trustees
The Northwestern Mutual Life
Insurance Company
Milwaukee, WI 53202
TO ALL TRUSTEES:
As Senior Vice President, General Counsel and Secretary of The
Northwestern Mutual Life Insurance Company (the "Company") I have general
supervision of the Law Department of such Company and its legal affairs. In
such capacity I have supervised the corporate proceedings relating to the
establishment of NML Variable Annuity Account B (the "Account") pursuant to the
provisions of the Wisconsin Statutes and the issuance and proposed issuance in
connection therewith of variable annuity contracts (the "Contracts"). I have
also participated in the preparation of the Rule 24f-2 Notice dated February
23, 1996 which is to be filed with the Securities and Exchange Commission for
the Account. In addition, I have examined such other documents and such
questions of law as, in my judgment, are necessary or appropriate for purposes
of this opinion. Based on the foregoing, it is my opinion that:
1. The Company is a duly organized and validly existing mutual life
insurance corporation under the laws of the State of Wisconsin, duly
authorized under such laws to issue and sell life insurance and
annuity contracts.
2. The Account is a separate account of the Company duly created
and validly existing pursuant to Wisconsin law.
3. The issuance and sale of the Contracts covered by the Rule 24f-2
Notice referred to above were duly authorized by the Company and
duly approved by the Commissioner of Insurance of the State of
Wisconsin, and the Contracts are valid and legally binding
obligations of the Company in accordance with their terms.
<PAGE> 2
Board of Trustees
February 23, 1996
Page 2
I hereby consent to the filing of this opinion as an exhibit to the Rule
24f-2 Notice.
Very truly yours,
JOHN M. BREMER
John M. Bremer
Senior Vice President,
General Counsel and
Secretary
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A)
NORTHWESTERN MUTUAL LIFE VARIABLE ANNUITY ACCOUNT B, DECEMBER 31, 1995 FINANCIAL
STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH (B)
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 2,446,758
<INVESTMENTS-AT-VALUE> 3,036,915
<RECEIVABLES> 1,639
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,038,554
<PAYABLE-FOR-SECURITIES> 42
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,912
<TOTAL-LIABILITIES> 3,954
<SENIOR-EQUITY> 3,034,600
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 1,070,536
<SHARES-COMMON-PRIOR> 925,132
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<NET-ASSETS> 3,034,600
<DIVIDEND-INCOME> 68,372
<INTEREST-INCOME> 0
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<EXPENSES-NET> 31,745
<NET-INVESTMENT-INCOME> 36,627
<REALIZED-GAINS-CURRENT> 6,791
<APPREC-INCREASE-CURRENT> 541,786
<NET-CHANGE-FROM-OPS> 585,164
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<AVG-DEBT-PER-SHARE> 0
</TABLE>
