LIFE OF VIRGINIA SERIES FUND INC
24F-2NT, 1997-02-28
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 24f-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2
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1.       Name and address of issuer:        Life of Virginia Series Fund, Inc.
                             6610 West Broad Street
                            Richmond, Virginia 23230

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2.       Name of each series or class of funds for which this notice is filed:

         Common Stock Index Portfolio                International Equity Portfolio
         Government Securities Portfolio             Real Estate Securities Portfolio
         Money Market Portfolio
         Total Return Portfolio

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3.       Investment Company Act File Number:         811-4041

         Securities Act File Number:                 2-91369

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4.       Last day of fiscal year for which this notice is filed:       December 31, 1996

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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:
                                                                                                 |-|
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6.       Date of termination of issuer's declaration under Rule 24f-2(a)(1), if applicable (see
         instruction A.6):
                                    Not applicable.

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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:

                                    Not applicable.

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8.       Number and amount of securities registered during the fiscal year other than pursuant to Rule
         24f-2:
                                    Not applicable.

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9.       Number and aggregate sale price of securities sold during the fiscal year:

                                    $36,555,000

 (Does not include shares sold to variable life insurance and variable annuity separate accounts)




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10.      Number and aggregate sale price of securities sold during the fiscal year in reliance upon
         registration pursuant to Rule 24f-2:

                                    $36,555,000*

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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):

                                    Not applicable.

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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):                      $ 36,555,000 *
                                                                                        ------------

         (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 the fiscal year (if applicable):                             $  175,913,069 *
                                                                                        --------------

         (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):        $  (139,363,069)
                                                                                        --------------

         (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 (vii)]:            $     0
                                                                                        =====


   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).

                                                                                                 ----
         Date of mailing or wire  transfer  of filing  fees to the  Commission's
lockbox depository:

                                    Not Applicable


   * Does not include shares sold to variable life insurance and variable annuity separate accounts



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                                   SIGNATURES

         This report has been signed below by the following persons on behalf of
         the issuer and in thecapacities and on the dates indicated.


         By (Signature and Title)*  /S/ JOHN J. PALMER

                            John J. Palmer, President


         Date   2/21/97



         * Please print the name and title of the signing officer below the signature.

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February 14, 1997



Life of Virginia Series Fund, Inc.
6610 West Broad Street
Richmond, Virginia 23230

         RE:      Registration Statement No. 2-91369
                  Under the Securities Act of 1933

Gentlemen:

This opinion is furnished in connection  with the preparation and filing by Life
of Virginia Series Fund,  Inc. with the Securities and Exchange  Commission of a
certain notice to be filed  pursuant to the provisions of Rule 24f-2,  under the
Investment  Company Act of 1940,  making definite in amount the  registration of
those  securities  set forth in the notices,  issued by Life of Virginia  Series
Fund, Inc. during the period from January 1, 1996, through December 31, 1996.

I have  examined  such  documents  and  such  law as I  consider  necessary  and
appropriate, and on the basis of such examination, it is my opinion that:

         1.       Life of Virginia Series Fund, Inc. is a corporation duly and
                  validly organized under the laws of The Commonwealth of
                  Virginia.

         2.       The shares of Life of Virginia Series Fund, Inc. that were 
                  issued during the period between January 1, 1996 through 
                  December 31, 1996 were legally issued, fully paid and
                  non-assessable.

I consent to the filing of this  opinion in  conjunction  with the filing of the
aforementioned notices pursuant to paragraph (b)(2) of Rule 24f-2.

Very truly yours,

/S/ WILLIAM E. DANER, JR.

William E. Daner, Jr.
General Counsel



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