KEYNOTE SERIES ACCOUNT /NY/
24F-2NT, 1996-02-23
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<PAGE>   1
                     U.S. SECURITIES & EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                   FORM 24f-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2


1 Name and address of issuer:                   Keynote Series Account
                                                4 Manhattanville Road
                                                Purchase, New York 10577
                                                
                                                

2 Name of each series or class of funds for which this notice is filed:



3 Investment Company Act File Number:          811-5457

  Securities Act File Number:                   33-19836

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 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:                                Not applicable

6 Date of termination of issuer's declaration under rule
  24f-2(a)(1), if applicable (see instruction A.6):              Not applicable


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:
                                               Shares           Amount
                                               ------           ------
                                               00,000          $000,000


8 Number and amount of scurities 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:

                                               Shares           Amount
                                               ------           ------
                                              540,138         $10,079,100

10 Number and aggregate sale price of securities sold during the fiscal year
   in reliance upon registration of rule 24f-2:

                                              540,138         $10,079,100


<PAGE>   2
11 Number and aggregate sale price of securities issued during the fiscal
   year in connection with dividend reinvestment plans, if applicable:

                                                 0,000              00,000


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)         $10,079,100

   (ii) Aggregate price of shares issued in connection
   with dividends reinvestment plans (from item 11, if
   applicable):                                                           0

   (iii) Aggregate price of shares redeemed or
   repurchased during the fiscal year (if applicable:            82,100,546

   (iv) Aggregate price of shares redeemed or
   repurchased 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)          72,021,446

   (vi) Multiplier prescribed by Section 6(b) of the
   Securities Act of 1933 or other applicable law or                   2900
   regulation (see instruction C.6):

   (vii) Fee due (line (i) or line (v) multipled by line (vi)):  no fee due

   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 issuer's 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 CRF 202.3a):                        --------------

   Date of mailing or wire transfer of filing fees
   to the Commission's lockbox depository:                  N/A

- -------------------------------------------------------------------------------

                             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/  Edward P. Bank
                                   --------------------------------------------
                                     Vice President and Deputy General Counsel
   Date February 23, 1996
        ------------------


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

<PAGE>   3
                                    Sheet 1


24F Fees
Keynote Series
For Year Ended 12/31/95

<TABLE>
<CAPTION>

                                                                           Government
                                             Money          Intermediate   Corporate      Balanced       Equity
                                             Market         Government     Bond           Fund           Income
                                             Subaccount     Subaccount     Subaccount     Subaccount     Subaccount  
                                             ----------     ----------     ----------     ----------     ----------
<S>                                        <C>              <C>            <C>            <C>            <C>
Net proceeds from the issuance of units    $  1,078,472     $   227,488    $   336,269    $  1,555,267   $  3,106,742
Net asset value of units redeemed            (2,742,151)     (9,139,807)    (2,097,303)    (12,384,361)   (30,545,949)
                                           ------------     -----------    -----------    ------------   ------------
Net change                                   (1,663,679)     (8,921,319)    (1,761,034)    (10,829,094)   (27,439,207)
                                           ------------     -----------    -----------    ------------   ------------

Fee Calculation
Total net change                           $(72,021,446)
No fee since contributions are negative    $

<CAPTION>

                                             Equity         Calvert  
                                             Growth         Series   
                                             Subaccount     Subaccount     Total
                                             ----------     ----------     ----------
<S>                                        <C>              <C>            <C>  
Net proceeds from the issuance of units    $  3,338,367     $   436,495    $ 10,079,100
Net asset value of units redeemed           (20,974,543)     (4,216,432)    (82,100,546)
                                           ------------     -----------    ------------    
Net change                                  (17,636,176)     (3,779,937)    (72,021,446)
                                           ------------     -----------    ------------   

</TABLE>

                                     Page 1


<PAGE>   1


                       [MUTUAL OF NEW YORK LETTERHEAD]



February 23, 1996


The Mutual Life Insurance Company 
     of New York and
Keynote Series Account
1740 Broadway
New York, New York 10019


Dear Sirs:

I have reviewed the procedure under which Keynote Series Account elected to 
register an indefinite amount of securities under the Securities Act of 1933 
pursuant to Rule 24f-2 of the Investment Company Act of 1940, as well as the 
preparation of acccompanying Notice making definite in number the $10,079,100 
amount of said securities registered pursuant to that Rule for the year 1995.

In my opinion these securities, the registration of which the accompanying
Notice makes definite in number, were legally issued, fully paid, and
non-assessable.

I hereby consent to your forwarding this opinion to the Securities and Exchange
Commission in connection with your Rule 24f-2 Notice and to any reference that
might at any time be made to it or to me in any amendment to the registration
statement on Form N-4 or otherwise for these securities.

Very truly yours,

/s/ Edward P. Bank



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