<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, 1996
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 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:
Shares Amount
------ ------
250,358 $6,016,259
10 Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration of rule 24f-2:
250,358 $6,016,259
<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) $6,016,259
(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: (9,261,530)
(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) 0
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or 1/3300
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 27, 1997
------------------
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>
Intermediate Government/
Money Government Corporate Equity
KEY NOTES Market Bond(1) Bond Balanced Income
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Proceeds from issuance of units $ 370,991 $ 46,617 $ 138,465 $ 766,044 $ 2,566,436
Value of units redeemed (397,562) (79,793) (111,135) (533,262) (7,099,860)
------------ ----------- ----------- ------------ ------------
Net change (26,571) (33,176) 27,330 232,782 (4,533,424)
------------ ----------- ----------- ------------ ------------
Calculation of Fee:
Total change $ (3,445,636)
1/33 of 1% $ (1,044.13)
------------
<CAPTION> ------------
Equity
KEY NOTES Growth Calvert Total
---------- ---------- ----------
<S> <C> <C> <C>
Proceeds from issuance of units $ 1,972,865 $ 154,841 $ 6,016,259
Value of units redeemed (991,157) (48,761) (9,261,530)
------------ ----------- ------------
Net change 981,708 106,080 (3,445,636)
------------ ----------- ------------
</TABLE>
Page 1
<PAGE> 1
[MUTUAL OF NEW YORK LETTERHEAD]
February 27, 1997
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 the acccompanying Notice making definite in number the
$6,016,259 amount of said securities registered pursuant to that Rule for
the year 1996.
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
