U.S. SECURITIES AND 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:
MBL Variable Contract Account-11 (GCG Trust)
520 Broad Street
Newark, New Jersey 07102
2. Name of each series or class of funds for which this notice
if filed:
Multiple Allocation Division
Fully Managed Division
Limited Maturity Bond Division
Natural Resources Division
Real Estate Division
All - Growth Division
Liquid Asset Division
3. Investment Company Act File Number: 811-5798
Securities Act File Number: 33-27928
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 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:
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see Instruction A.6.):
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:
8. Number and amount of securities registered during the fiscal
year other than pursuant to rule 24f-2:
9. Number and aggregate sale price of securities sold during
the fiscal year; $0.
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2: $0.
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):
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): $ 0
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): +
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable:) - 0
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to
rule 24f-2 (if 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 (iv)] (if applicable): 0
(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
(vii) Fee due [(line (i) or line (v)
multiplied by line (vi)] 0
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)
[ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
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)* ALBERT W. LEIER
Vice President and Controller
Date: February 25, 1997
<PAGE>
[MBL LIFE ASSURANCE CORPORATION LETTERHEAD]
February 25, 1997
MBL Life Assurance Corporation
520 Broad Street
Newark, New Jersey 07102-3111
Re: MBL Variable Contract Account-11 (GCG Trust)
SEC File Nos.: 33-27928 and 811-5798
Gentlemen:
I am an Attorney at Law admitted to practice in the State of New
Jersey. This opinion is given in connection with the filing by
MBL Variable Contract Account-11 (the "Account") of a Notice
pursuant to Rule 24f-2 under the Investment Company Act of 1940
with respect to an offering of an indefinite amount of its
securities.
Having examined such records, documents and statutes that I have
deemed relevant and being generally familiar with the affairs of
the Account, I am of the opinion that:
1. The Account is duly organized and validly existing as a
Separate Account of MBL Life Assurance Corporation pursuant
to provisions of New Jersey Insurance Law.
2. The Units offered by the Account, when issued in the manner
contemplated by the Registration Statement, were legally
issued, fully paid and non-assessable.
I consent to the use of this opinion in connection with the
aforesaid Notice.
Very truly yours,
MBL LIFE ASSURANCE CORPORATION
By: JUDITH C. KEILP
Judith C. Keilp
Counsel
