<PAGE>
-----------------------------
OMB APPROVAL
-----------------------------
OMB NUMBER: 3235-0456
Expires: April 30, 1998
Estimated average burden
hours per response ........0
-----------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form Please print or type
- -------------------------------------------------------------------------------
1. Name and address of issuer: VA-I Separate Account
UNUM Life Insurance company of America
2211 Congress Street
Portland ME 04112
- -------------------------------------------------------------------------------
2. Name of each series or class of funds for which this notice is filed:
N/A
- -------------------------------------------------------------------------------
3. Investment Company Act File Number: 811-5803
Securities Act File Number: 33-45851
- -------------------------------------------------------------------------------
4. Last day of fiscal year for which this notice is filed:
12/31/96
- -------------------------------------------------------------------------------
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. Data 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:
-0-
- -------------------------------------------------------------------------------
8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
-0-
- -------------------------------------------------------------------------------
9. Number and aggregate sale price of securities sold during the fiscal year:
$ 37,018,275
- -------------------------------------------------------------------------------
10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
$ 37,018,275
- -------------------------------------------------------------------------------
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
instruction 6.7):
- -------------------------------------------------------------------------------
12. Calculation of registration fee:
(i) Aggregate sale price of securities $ 37,018,275
--------------
sold during the fiscal year in
reliance on rule 24f-2
(from Item 10):
(ii) Aggregate price of shares issued in
connection with dividend reinvestment +
plans (from Item 11. If applicable): --------------
(iii) Aggregate price of shares redeemed - 8,132,569
or repurchased during the fiscal year --------------
(if applicable):
(iv) Aggregate price of shares redeemed
or repurchased and previously applied +
as a reduction to filing fees pursuant to --------------
rule 24c-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): $ 28,885,706
--------------
(vi) Multiplier prescribed by Section
6(b) of the Securities Act of 1933 or
other applicable law or regulation (see
instruction C.6): = 1/3300
--------------
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 8,753
--------------
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 CFR 202.3a). [_]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository: 2/26/97
- --------------------------------------------------------------------------------
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the date indicated.
By (Signature and Title): /s/ DIANE M. GAROFALO
________________________________
DIANE M. GAROFALO VICE PRESIDENT
--------------------------------
DATE 2/26/97
------------
Please print the name and date of the signing officer below the signature.
- --------------------------------------------------------------------------------
<PAGE>
[UNUM LETTERHEAD APPEARS HERE]
February 26, 1997
UNUM Life Insurance Company of America
2211 Congress Street
Portland, ME 04122
Re: 24f-2 Notice
SEC Reg. No. 33-45851
SEC Account No. 0000849589
Dear Sir or Madam:
This opinion is furnished in connection with the filing by UNUM Life Insurance
Company of America ("UNUM/America") of an annual report pursuant to Rule 24f-2
(the "Rule") under the Investment Company Act of 1940 relating to the
registration by the VA-I Separate Account of UNUM Life Insurance Company of
America ("Separate Account") under the Securities Act of 1933 (the "1993 Act")
of an indefinite number of units of interest (the "Units") under group variable
annuity contracts and certificates (the "Contracts"). These securities were
registered by the filing under the 1933 Act of Registration Statement No. 33-
45851 which became effective on May 1, 1992.
I have examined all corporate records of UNUM/America and such other documents
and laws as I consider appropriate as a basis for the opinion expressed herein.
On the basis of such examination, it is my opinion that:
1. UNUM/America is a duly incorporated and validly existing life insurance
company under the laws of the state of Maine.
2. The Separate Account is an account established and maintained by
UNUM/America pursuant to the laws of the state of Maine, under which income
gains or losses, whether realized or unrealized, from assets allocated to
the Separate Account are in accordance with the terms of the Contracts
credited to or charged against the Separate Account without regard to other
income gains or losses of UNUM/America.
3. Assets allocated to a Separate Account are owned by UNUM/America in
connection with the Contracts and are not chargeable with liabilities
arising out of any other business UNUM/America may conduct.
4. The Contracts have been duly authorized and each of the Contracts
constitutes a validly issued and binding obligation of UNUM/America in
accordance with its terms. Purchases of the Contract described in the
prospectus are subject only to the deductions, charges and fees set forth
in such prospectus.
Sincerely,
/s/ ROSEMARY A. MOORE
-----------------
Rosemary A. Moore
Counsel
