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: Preferred Life Variable Account C
152 West 57th Street, 18th Floor
New York, NY 10019
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2. Name of each series or class of funds for which this notice is filed:
Preferred Life Variable Account C
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3. Investment Company Act File Number: 811-5716
Securities Act File Number: 33-26646 and 33-75890
NOTE: The filing fee has been paid with the Form 24F-2 filed for file
number 33-26646.
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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 begininng of
the fiscal year:
None
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8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the fiscal year:
Number of units sold: 6,411,472
Aggregate sale price: $98,841,066
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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:
Number of units sold: 6,411,472
Aggregate sale price: $98,841,066
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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):
None
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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 10): $ 98,841,066
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(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if
applicable): + 0
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(iii) Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 88,977,553
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(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
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(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): 9,863,513
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(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
Instruction C.6): x 1/3300
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: $ 2,988.94
===============
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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 24, 1997
(See NOTE in question #3 above)
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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/ MICHAEL YATES
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Michael Yates, CPA, FLMI
Manager, Variable Products Financial
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Date February 24, 1997
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Blazzard, Grodd & Hasenauer, P.C.
943 Post Road East
Westport, CT 06880
(203) 226-7866
February 24, 1997
Board of Directors
Preferred Life Insurance Company
of New York
152 West 57th St., 18th Floor
New York, NY 10019
RE: Opinion of Counsel - Preferred Life Variable Account C
Gentlemen:
You have requested our Opinion of Counsel in connection with the filing with the
Securities and Exchange Commission of Form 24F-2 with respect to Preferred Life
Variable Account C.
We have made such examination of the law and have examined such records and
documents as in our judgment are necessary or appropriate to enable us to render
the opinions expressed below.
We are of the following opinions:
1. Preferred Life Variable Account C is a Unit Investment Trust as that
term is defined in Section 4(2) of the Investment Company Act of 1940 (the
"Act"), and is currently registered with the Securities and Exchange Commission,
pursuant to Section 8(a) of the Act.
2. Upon the acceptance of purchase payments made by a contract owner
pursuant to a Contract issued in accordance with the Prospectus contained in the
registration statement and upon compliance with applicable law, such contract
owner will have a legally-issued, fully paid and non-assessable contractual
interest in Preferred Life Variable Account C.
This opinion is limited solely to its use as an exhibit to your Form 24F-2 filed
pursuant to Rule 24f-2.
Sincerely,
BLAZZARD, GRODD & HASENAUER, P.C.
By: /S/ LYNN KORMAN STONE
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Lynn Korman Stone
