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APPENDIX I.
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:
Separate Account Two of The Manufacturers Life Insurance
Company of America (Lifestyle)
200 Bloor Street East, Toronto, Ontario M4W 1E5
2. Name of each series or class of funds for which this notice is filed:
Variable Annuity Contracts
3. Investment Company Act File Number: 811-5179
Securities Act File Number: 33-57018
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:
N/A
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 or the same class of 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:
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:
$24,003,784
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10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
$24,003,784
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see instructions B.7):
None
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): $24,003,784
(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) - 400,998
(iv) Aggregate price of shares redeemed or repur-
chased 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) 23,602,786
(vi) Multiplier prescribed by Section 6(b) of the
the Securities Act of 1933 or other applicable
law or regulation (see Instruction C.6): X 1/2900
(vii) Fee due {line (i) or line (v) multiplied
By line (vi)] $ 8,138.89
============
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
issuers' fiscal year. See Instruction C.3.
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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 15, 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/ Douglas Myers
-------------------------------------
Douglas Myers, Vice President
Date: February 23, 1996
* Please print the name and title of the signing officer below the signature.
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February 23, 1996
Board of Directors
The Manufacturers Life Insurance Company
of America
200 Bloor Street, East
Toronto, Ontario M4W 1E5
Gentlemen:
You have requested my opinion for use in conjunction with a Rule 24f-2 Notice
for Separate Account Two of The Manufacturers Life Insurance Company of America
(the "Separate Account") to be filed in respect of Flexible Premium Variable
Annuity Policies (the "Policies") sold for the fiscal year ended December 31,
1995, pursuant to the registration statement filed with the Securities and
Exchange Commission ("SEC") under the Securities Act of 1933 (File No.
33-57018) and the Investment Company Act of 1940.
In its Registration Statement, the Separate Account elected to register an
indefinite number of Shares pursuant to the provisions of SEC Rule 24f-2.
I have reviewed the amended Registration Statement of the Fund and such other
documents, records and certification of facts by a company officer as I have
deemed necessary. On the basis of the foregoing, it is my opinion that the
Policies sold for the fiscal year ended December 31, 1995, registration of
which the Rule 24f-2 Notice makes definite in number, were legally issued and
are legal and binding obligations of The Manufacturers Life Insurance Company
of America enforceable in accordance with their terms.
I consent to your filing this opinion as an Exhibit to the Rule 24f-2 Notice
referred to above, to the Registration Statement of the Fund and to any
applicable statement filed under the Securities Laws of the United States.
Very truly yours,
/s/ Sheri L. Kocen
Sheri L. Kocen
Senior Counsel & Assistant Secretary
SLK/zj
