SEPARATE ACCOUNT FP OF EQUITABLE VARIABLE LIFE INSURANCE CO
24F-2NT/A, 1996-02-27
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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

             Read instructions at end of Form before preparing Form.
                              Please print or type.

- --------------------------------------------------------------------------------
1. Name and address of issuer:

Equitable Variable Life Insurance Company
787 Seventh Avenue, New York, NY 10019

- --------------------------------------------------------------------------------

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

Separate Account FP of Equitable Variable Life Insurance Company

- --------------------------------------------------------------------------------

3. Investment Company Act File Number:   811-4335

   Securities Act File Number:   2-98590

File Nos. 33-8237, 33-38594, 33-40590, 33-47928 and 33-83948 also rely upon
this filing.

- --------------------------------------------------------------------------------

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 (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:

                                                                               0
                                                                          ------

- --------------------------------------------------------------------------------

8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:

                                                                               0
                                                                          ------

- --------------------------------------------------------------------------------

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

                                                                     858,773,239
                                                                     -----------

- --------------------------------------------------------------------------------


<PAGE>


- --------------------------------------------------------------------------------

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

                                                                    $858,773,239
                                                                    ------------

- --------------------------------------------------------------------------------

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):

                                                                               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):                     $ 858,773,239
                                                                   -------------

(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (form Item 11, if applicable):        +
                                                                   -------------

(iii) Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable):                                  -  426,958,344
                                                                   -------------

(iv) Aggregate price of shares redeemed or repurchased and
previously applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable):                                       +
                                                                   -------------

(v) Net aggregate price of securities sold and issued during the fiscal year in
reliance on rule 24 f-2 [line (i), plus line (ii), less line (iii), plus line
(iv)] (if applicable):                                               431,814,895
                                                                   -------------

(vi) Multiplier prescribed by Section 6(b) of the Securities Act
of 1933 or other applicable law or regulation
(see Instruction C.6):                                            x    0.0003448
                                                                   -------------

(vii) Fee due [line (i) multiplied by line (vi)]:                  $  148,889.78
                                                                   -------------

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 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: February 26, 1996

- --------------------------------------------------------------------------------

                                   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/ Samuel B. Shlesinger
                                   Senior Vice President
- --------------------------------------------------------------------------------

Date February 27, 1996

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

- --------------------------------------------------------------------------------







                                                  February 27, 1996

Equitable Variable Life Insurance Company
787 Seventh Avenue
New York, New York 10019

Dear Sirs:

         This opinion is furnished in connection with the filing by Equitable
Variable Life Insurance Company ("Equitable Variable") of a Notice (the
"Notice") pursuant to Rule 24f-2 (the "Rule") under the Investment Company Act
of 1940 relating to the registration by Equitable Variable and its Separate
Account FP ("Separate Account FP") under the Securities Act of 1933 (the "1933
Act") of an indefinite number of units of interest (the "Units") to be issued
under variable life insurance policies (the "Policies"). An indefinite number of
Units was registered by the filing under the 1933 Act of Registration Statement
No. 2-98590 on Form S-6, which became effective on January 22, 1986. In
Registration Statement No. 33-8237 on Form S-6, effective March 26, 1987,
Registration Statements Nos. 33-38594 and 33-40590 on Form S-6, effective
November 27, 1991, Registration Statement No. 33-47928 on Form S-6, effective
August 18, 1992 and Registration Statement No. 33-83948 on Form S-6, effective
December 19, 1994, Equitable Variable and Separate Account FP referenced the
registration of Units in File No. 2-98590. During the year ended December 31,
1995, in reliance on the Rule, Units were issued in return for 858,773,239 of
premiums received under the Policies.

         The Policies are designed to provide life insurance protection and are
to be offered in the manner described in the Prospectuses included in the
Registration Statements (the "Prospectuses").

         I have examined all such corporate records of Equitable Variable and
such other documents and such laws as I consider appropriate as a basis for the
opinion hereinafter expressed. On the basis of such examination, it is my
opinion that:

         1. Equitable Variable is a corporation duly organized and validly
existing under the laws of the State of New York.

         2. Separate Account FP was duly established and is maintained by
Equitable Variable pursuant to the laws of the State of New York, under which
income, gains and losses, whether or not realized, from assets allocated to
Separate Account FP, are, in accordance with the Policies, credited to or
charged against such account without regard to other income, gains or losses of
Equitable Variable.


<PAGE>


Equitable Variable Life Insurance Company
February 27, 1996
Page 2

         3. The assets of Separate Account FP are owned by Equitable Variable;
Equitable Variable is not a trustee with respect thereto. The Policies provide
that the portion of the assets of Separate Account FP equal to the reserves and
other Policy liabilities with respect to Separate Account FP will not be
chargeable with liabilities arising out of any other business Equitable Variable
may conduct and that Equitable Variable reserves the right to transfer assets of
Separate Account FP in excess of such reserves and Policy liabilities to the
general account of Equitable Variable.

         4. The Policies (including any Units duly credited thereunder) have
been duly authorized by Equitable Variable and each of the Policies (including
any such Units) constitutes a validly issued and binding obligation of Equitable
Variable in accordance with its terms. Purchasers of the Policies are subject
only to the deductions, charges and fees set forth in the Prospectuses.

                                                  Yours very truly,

                                                  /s/ Mary P. Breen
                                                  -----------------
                                                      Mary P. Breen





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