February 26, 1997
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DE 20549
Re: AIG Life Insurance Company
Variable Account I
Registration Numbers 33-16708, 33-39171 and 33-58504
Gentlemen:
I am Assistant Secretary and Associate Counsel for AIG Life Insurance Company
(the "Company"), a Delaware stock life insurance corporation. In connection
with the offering of Deferred Variable Annuity Contracts (the "Contracts") of
Variable Account I (the "Account"), a segregated investment account of the
Company, I have examined such records and documents and have made such
further investigation and examination as I deemed necessary for the purpose
of this opinion.
It is my opinion that the Contracts, the registration of which is made
definite by the accompanying Rule 24f-2 Notice of the Account, were legally
issued, fully paid and non-assessable by the Account to the extent set forth
in the Account's prospectus forming part of its Registration Statement on Form
N-4 filed under the Securities Act of 1933 as Registration Numbers 33-16708,
33-39171 and 33-58504.
I hereby consent to the filing of this opinion with said Rule 24f-2 Notice.
Sincerely,
Kenneth D. Walma /s
__________________
Kenneth D. Walma
Assistant Secretary and Associate Counsel
KW/kr
February 26, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washinngton, DC 20549
Re: AIG Life Insurance Company
Variable Account I
Rule 24f-2
Notice For
AIG LIFE INSURANCE COMPANY VARIABLE
ACCOUNT I
FILE NOS. 33-16708; 33-39171 AND 33-58504
Fiscal period for which notice is filed
12/31/96
Securities registered and unsold at the beginning
of the fiscal year
0
Securities registered during this year other than
pursuant to Rule 24f-2
0
Sale price of accumulation units sold during fiscal
year ending December 31, 1996
$352,815,890
Aggregate sale price of accumulation units sold
during the fiscal year ending December 31, 1996
$352,815,890
Redemption price of accumulation units redeemed
during the fiscal year ending December 31, 1996
$36,411,724
Total amount upon which fee calculation is based
$316,404,167
Fee submitted (1/33 of 1% of total amount)
$ 95,880
AIG LIFE INSURANCE COMPANY
VARIABLE ACCOUNT I
BY HOWARD GUNTON /s
_________________________
HOWARD GUNTON
VICE PRESIDENT AND COMPTROLLER
