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
200 Bloor Street East, Toronto, Ontario M4W 1E5
2. Name of each series or class of funds for which
this notice is filed:
Flexible Payment Variable Annuity Policies
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, 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:
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 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:
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:
$34,747,323
10. Number and aggregate sale price of securities
sold during the fiscal year in reliance upon
registration pursuant to rule 24f-2:
$34,747,323
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):
$34,747,323
(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)
-15,431,273
(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)
19,316,050
(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 1/3300
<PAGE>
(vii) Fee due [line (i) or line (v) multiplied
By line (vi)]
$ 5,853.35
============
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.
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 20, 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/ Douglas Myers
Douglas Myers, Vice President
Date: February 19, 1997
* Please print the name and title of the signing
officer below the signature.
<PAGE>
February 20, 1997
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 Payment Variable Annuity Policies (the
"Policies") sold for the fiscal year ended December 31,
1996, pursuant to the registration statements filed
with the Securities and Exchange Commission ("SEC")
under the Securities Act of 1933 (File Nos. 33-57018
and 33-14499) and the Investment Company Act of 1940
(File No. 811-5179) ("Registration Statements").
In the Registration Statements or in a Post-Effective
Amendment thereto, the Separate Account elected to
register an indefinite amount of Policies pursuant to
the provisions of SEC Rule 24f-2.
I have reviewed the amended Registration Statements of
the Separate Account 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, 1996, registration of which the
Rule 24f-2 Notice makes definite in amount, 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 Statements of the Separate Account and to
any applicable statement filed under the Securities
Laws of the United States.
Very truly yours,
/s/Betsy A. Seel
Betsy A. Seel
Senior Counsel
