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 Tower Separate Account Two
c/o Metropolitan Tower 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 Division, Income Division, Money Market Division
Diversified Division, Aggressive Growth Division,
Stock Index Division, International Stock Division
3. Investment Company Act File Number: 811-4189
Securities Act File Number: 2-95019 and 33-12302
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:
**Aggregate sale price of securites sold: $12,644,871.62
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
**Aggregate sale price of securites sold: $12,644,871.62
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):
No. of Shares : 484,162
Aggregate Sale Price : $9,575,123.00
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): $12,644,871.62
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11,if applicable): + $9,575,123.00
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - $5,060,735.76
(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): $17,159,258.86
(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)]: $5,199.78
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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
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/ Anthony Amodeo
Anthony Amodeo
Vice President and Actuary
Metropolitan Tower Life Insurance Company
Date: February 27, 1997
*Please print the name and title of the signing officer below the signature.
**Rather than shares or units, the units sold and the securities issued
during the fiscal year in connection with dividend reinvestment plans
constitute interests in the Separate Account. The aggregate sales price
equals the total aggregate amounts allocated to the Separate Account
together with any front end sales load and sales charges.
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2
Notice for Separate Account Two of
Metropolitan Tower Life Insurance Company
Registration File No. 2-95019 and 33-12302
File No. 811-4189
Gentlemen:
It is my opinion that the securities issued in connection with the captioned
filing and which this notice makes definite in number were legally issued
and fully paid and are non-assessable.
Sincerely,
/s/ Christoper P. Nicholas
Christoper P. Nicholas
Associate General Counsel and
Assistant Secretary
February 21, 1997
