LIFE OF VIRGINIA SEPARATE ACCOUNT 4
24F-2NT, 1997-02-28
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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
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1.       Name and address of issuer:
                                    Life of Virginia Separate Account 4
                                    6610 West Broad Street
                                    Richmond, Virginia 23230
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2.      Name of each series or class of funds for which this notice is filed:

                                    Life of Virginia Separate Account 4

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3.       Investment Company Act File Number:                  811-5343

         Securities Act File Number:                 33-76334

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4.       Last day of fiscal year for which this notice is filed:

                                    December 31, 1996
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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:
                                                                                                 |-|
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6.      Date of termination of issuer's declaration under Rule 24f-2(a)(1), if applicable
        (see instruction A.6):
                                    Not Applicable.


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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:

                                    Not Applicable.

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8.       Number and amount of securities registered during the fiscal year other than
         pursuant to Rule 24f-2:
                                    Not Applicable.


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

                                    $653,745,951.00 * (See note in Item 12 below)




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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:

                                    $653,745,951.00 * (See note in Item 12 below)

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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):

                                    Not Applicable.

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12.      Calculation of registration fee:

         (i)      Aggregate sale price of securities sold during the
                  fiscal year in reliance on Rule 24f-2 (from Item                    $  653,745,951.00 *
                                                                                        -----------------
                  10):

         (ii)     Aggregate price of shares issued in connection
                  with dividend reinvestment plans (from Item 11,                     +    0
                                                                                        ----
                  if applicable):

         (iii)    Aggregate price of shares redeemed or
                  repurchased during the fiscal year (if applicable):                 -  27,011,861.00  **
                                                                                        ------------------

         (iv)     Aggregate price of shares redeemed or
                  repurchased and previously applied as a reduction
                  to filing fees pursuant to Rule 24e-2 (if                           +    0
                                                                                        ----
                  applicable):

         (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                    626,734,090.00
                                                                                        ------------------
                  (iv)] (if applicable):                                              ***
                                                                                      ---

         (vi)     Multiplier prescribed by Section 6(b) of the
                  Securities  Act of 1933 or  other  applicable  law or x 1/3300
                  regulation (see Instruction C.6):

         (vii)    Fee due [line (i) or line (v) multiplied by                         $  189,919.42  ****
                                                                                        =================
                  line (vii)]:




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         * This number represents the total aggregate number of Life of Virginia
         Separate  Account 4 interests  sold in connection  with  Securities Act
         Registrations  #  33-17428,  33-76334  and  33-76336.  **  This  number
         represents  the total  aggregate  number of Life of  Virginia  Separate
         Account  4  interests   redeemed  in  connection  with  Securities  Act
         Registrations  #  33-17428,  33-76334  and  33-76336.  *** This  number
         represents the total  aggregate net sales of Life of Virginia  Separate
         Account  4  interests   sold  in   connection   with   Securities   Act
         Registrations  #  33-17428,  33-76334  and  33-76336.  ****This  is the
         registration  fee payable with respect to the total aggregate net sales
         of Life of Virginia  Separate  Account 4 interests  sold in  connection
         with Securities Act  Registrations  # 33-17428,  33-76334 and 33-76336.
         This fee is being  paid in  connection  with  the Form  24f-2  filed in
         connection with Registration # 33- 17428.



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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 28, 1997

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                                                     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/ JOHN J. PALMER 

                                              John J. Palmer, Senior Vice President


         Date 02/25/97



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

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February 14, 1997




The Life Insurance Company of Virginia
6610 West Broad Street
Richmond, Virginia 23230

         RE:      Registrations No. 33-17428, 33-76334 and 33-76336
                  Life of Virginia Separate Account 4

Gentlemen:

This opinion is furnished in connection  with the  preparation and filing by The
Life Insurance  Company of Virginia with the Securities and Exchange  Commission
of a certain notice to be filed pursuant to the provisions of Rule 24f-2,  under
the Investment  Company Act of 1940,  making definite in amount the registration
of those securities set forth in the notices issued by Life of Virginia Separate
Account 4 in  connection  with the offer and sale of flexible  premium  variable
deferred  annuity  policies  during the  period  from  January  1, 1996  through
December 31, 1996.

I have  examined  such  documents  and such law as I  considered  necessary  and
appropriate, and on the basis of such examination, it is my opinion that:

         1.       The Life  Insurance  Company of Virginia is duly organized and
                  validly  existing  under  the  laws  of  the  Commonwealth  of
                  Virginia  and has been  duly  authorized  to issue  individual
                  flexible  premium  variable  deferred  annuity policies by the
                  Bureau of Insurance of the State Corporation Commission of the
                  Commonwealth of Virginia.

         2.       Life of Virginia  Separate  Account 4 is a duly authorized and
                  existing   separate  account   established   pursuant  to  the
                  provisions of Section 38.2-3113 of the Code of Virginia.

         3.       The  interests  in Life of  Virginia  Separate  Account  4 (as
                  represented by the flexible premium variable  deferred annuity
                  policies whose cash values were held in the separate  account)
                  that were  issued  during the period  between  January 1, 1996
                  through December 31, 1996 were legally issued,  fully paid and
                  non-assessable.


I consent to the filing of this  opinion in  conjunction  with the filing of the
aforementioned notice pursuant to paragraph (b)(2) of Rule 24f-2.


Very truly yours,

/s/ WILLIAM E. DANER, JR.
William E. Daner, Jr.
Counsel


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