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:
State Street Research Growth Division, State Street Research Income
Division, State Street Research Money Market Division, State Street
Research Diversified Division, State Street Research Aggressive
Growth Division, MetLife Stock Index Division, Santander International
Stock Division, Loomis Sayles High Yield Bond Division, Janus Mid Cap
Division, T. Rowe Price Small Cap Growth Division, Scudder Global
Equity Division.
3. Investment Company Act File Number: 811-4189
Securities Act File Numbers: 2-95019 and 33-12302
4. Last day of fiscal year for which this notice is filed: December 31, 1998
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, which remained unsold at the beginning of
the 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 securities sold: $11,598,752.20
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 securities sold: $11,598,752.20
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 : 0
Aggregate Sale Price : $0.00
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): $11,598,752.20
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11,if applicable): + $0.00
(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - $6,461,573.54
(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): $5,137,178.66
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
instruction C.6): x .000278
(vii) Fee due [line (i) or line (v) multiplied by line
(vi)]: $1,428.14
==================
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 Commission's
lockbox depository:
March 30, 1999
Metropolitan Tower Separate Account Two
Rule 24f-2; For the twelve months ending December 31, 1998
Registration Statement File Nos. 2-95019 and 33-12302; File No. 811-4189
SIGNATURE
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 (Signature and Title)*
/s/ Richard Mandel
Richard Mandel
Vice-President and General Counsel
Metropolitan Tower Life Insurance Company
Date: March 30, 1999
*Please print the name and title of the signing officer below the signature.
**Rather than shares or units, the securities sold constitute
interests in the Separate Account. The aggregate sales price
equals the total aggregate amounts allocated to the Separate Account
together with any related front end sales charges.
