PENN MUTUAL VARIABLE LIFE ACCOUNT I
485BPOS, 1997-07-31
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    As filed with the Securities and Exchange Commission on July 31, 1997
                                           Registration No. 33-87276
                                                                    

                 SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                              FORM S-6

         FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
              OF SECURITIES OF UNIT INVESTMENT TRUSTS
                     REGISTERED ON FORM N-8B-2

                   POST-EFFECTIVE AMENDMENT NO. 3

                Penn Mutual Variable Life Account I
                         (Exact name of trust)

               THE PENN MUTUAL LIFE INSURANCE COMPANY
                          (Name of depositor)
                          600 Dresher Road
                    Horsham, Pennsylvania  19044
        (Complete address of depositor's principal executive offices)
                                               
                          Richard F. Plush
               Vice President, Products and Programs
               The Penn Mutual Life Insurance Company
                          600 Dresher Road
                         Horsham, PA 19044
              (Name and complete address of agent for service)
                                               
                               Copy to:
                       Richard W. Grant, Esq.
                          C. Ronald Rubley
                    Morgan, Lewis & Bockius LLP
                    Philadelphia, PA  19103-6993
                                               

     It is proposed that this filing will become effective:

[X] Immediately upon filing pursuant to paragraph (b) of Rule 485.
[ ] On (date) pursuant to paragraph (b) of Rule 485.
[ ] 60 days after filing pursuant to paragraph (a) of Rule 485.
[ ] On (date) pursuant to paragraph (a) of Rule 485.

     Securities Being Offered --  Individual Variable Life Insurance
Contracts.  Pursuant to Rule 24f-2 of the Investment  Company Act of
1940,  as  amended, the  Registrant  has  registered  an  indefinite
amount of  the securities being offered.  Pursuant to Rule 24f-2 the
Registrant  filed  a Rule  24f-2  Notice  on  February  11, 1997  to
register securities sold during the year ended December 31, 1996.


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                               PART I

Information Required in a Prospectus

          The Prospectus was filed on April 30, 1997 as Part I of
          Post-Effective Amendment No. 2 to this Registration
          Statement and is incorporated by reference.














































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                              PART II

                  Information Required in Part II

          Part II of this Registration Statement was filed on April
          30, 1997 as Part II of Post-Effective Amendment No. 2 to
          this Registration Statement and is incorporated by
          reference except to the extent the section "Undertakings
          To File Reports" is amended herein.












































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             Amendment to "Undertaking to File Reports"

The section "Undertakings To File Reports" is amended to read as
follows:

                    UNDERTAKING TO FILE REPORTS

     Subject to the terms and conditions of Section 15(d) of the
Securities Exchange Act of 1934, the undersigned Registrant hereby
undertakes to file with the Securities and Exchange Commission such
supplementary and periodic information, documents and reports as
may be prescribed by any rule or regulation of the Commission
heretofore or hereafter duly adopted pursuant to authority
conferred in that section.

     The undersigned Registrant represents that the fees and
charges deducted under the Last Survivor Flexible Premium
Adjustable Variable Life Insurance Policy, in the aggregate, are
reasonable in relation to the services rendered, the expenses
expected to be incurred, and the risks assumed by the Registrant.  

































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                             SIGNATURES

     On its behalf and on behalf of Penn Mutual Variable Life
Account I, pursuant to the requirements of the Securities Act of
1933, The Penn Mutual Life Insurance Company certifies that it
meets the requirements of Securities Act Rule 485(b) for effectiveness
of this Registration Statement and has duly caused this Post-Effective 
Amendment No. 3 to the Registration Statement to be signed on its behalf 
by the undersigned thereunto duly authorized, and its seal to be hereunto 
affixed and attested, all in the Township of Horsham and the Commonwealth 
of Pennsylvania, on the 31st day of July, 1997.

{SEAL}                   The Penn Mutual Life Insurance Company
                         on its behalf and on behalf of Penn
                         Mutual Variable Life Account I

Attest: /s/ Laura M. Ritzko   By: /s/ Robert E. Chappell
Laura M. Ritzko               Robert E. Chappell
                              Chairman of the Board of Trustees
                              and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 3 to the Registration Statement
has been signed below by the following persons in the capacities
indicated on the 31st day of July, 1997.

Signature                     Title

/s/ Robert E. Chappell        Chairman of the Board of Trustees
Robert E. Chappell            and Chief Executive Officer

/s/ Nancy S. Brodie           Executive Vice President
Nancy S. Brodie               and Chief Financial Officer

/s/ Ann M. Strootman          Vice President and Controller
Ann M. Strootman

JULIA CHANG BLOCH             Trustee

*JAMES A. HAGEN               Trustee

*PHILIP E. LIPPINCOTT         Trustee

*JOHN F. McCAUGHAN            Trustee

EDMUND F. NOTEBAERT           Trustee

*ALAN B. MILLER               Trustee

ROBERT H. ROCK                Trustee

*DANIEL J. TORAN              Trustee

*NORMAN T. WILDE, JR.         Trustee

*WESLEY S. WILLIAMS, JR.      Trustee

*By /s/ Robert E. Chappell
     Robert E. Chappell, attorney-in-fact


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