FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
1. Name and address of issuer:
First Variable Annuity Fund E
10 Post Office Square
Boston, MA 02109
2. Name of each series or class of funds for which this notice is filed:
First Variable Annuity Fund E
3. Investment Company Act File Number: 811-4092
Securities Act file Number: 2-92856
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's declaration:
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
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:
Number: 0 Amount: $0
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
Number: 0 Amount: $0
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number: 27,580,634 Amount: $78,371,831
<PAGE>
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number: 27,580,634 Amount: $78,371,831
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: 0 Amount: $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):
$ 78,371,831
(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)
- 57,108,854
(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):
21,262,977
(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)]:
$ 7,332
Instruction: Issuers should complete line (ii), (iii), (iv), and (v) only if
from is being filed within 60 days after the close of the issuer's fiscal
year. Instruction C.3.
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 (17CFR 202.3a).
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: 2/16/96
SIGNATURES
This report has been signed below the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)*
/S/ Arnold R. Bergman
Vice President, Legal & Administration
Corporate Secretary
Date:2/16/96
*Please print the name and title of the sing officer below the signature
<PAGE>
February 16, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: First Variable Annuity Fund E File No. 2-92856
Dear Sir/Madam:
In my capacity as chief legal officer of First Variable Life Insurance
Company, I have served as counsel to First Variable Annuity Fund E regarding
variable annuity contracts issued by First Variable Annuity Fund E. I have
examined the Articles of Incorporation and By-Laws of First Variable Life
Insurance Company, the variable annuity contracts and such other records as I
have deemed necessary in connection with the rendering of this opinion.
Based upon the foregoing and having regard for legal consideration as I have
deemed relevant, I am of the opinion that the variable annuity contracts
issued in 1995 by First Variable Annuity Fund E were legally issued and
represent binding obligations of the depositor.
This opinion speaks only as of the date hereof and I expressly disclaim any
obligation to update it for any change in the law or facts occurring
subsequent to the date hereof.
Very truly yours,
/s/ Arnold R. Bergman
Arnold R. Bergman
Vice President Legal* & Administration
Corporate Secretary
*Admitted in NY
