SEPARATE ACCOUNT VUL-2 OF THE AMERICAN FRANKLIN LIFE INS CO
24F-2NT, 1996-02-28
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            Annual Notice of Securities Sold Pursuant to Rule 24F-2

                    U.S. 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: Separate Account VUL-2 of The American
       Franklin Life Insurance Company, #1 Franklin Square, Springfield,
       Illinois 62713

- ------------------------------------------------------------------------------
2.     Name of each series or class of funds for which this notice is filed:
       Units of interest in Separate Account VUL-2 issued under EquiBuilder II
       and EquiBuilder III flexible premium variable life insurance policies
- ------------------------------------------------------------------------------
3.     Investment Company Act File Number: 811-6366

       Securities Act File Number: 33-41838, 33-77470

- ------------------------------------------------------------------------------
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 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): 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: 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: Number of Units: 210,829; Aggregate Sales Price: $29,175,775
- ------------------------------------------------------------------------------
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:
       210,829; Aggregate Sales Price: $29,175,775
- ------------------------------------------------------------------------------
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): Not applicable

- ------------------------------------------------------------------------------
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):
                                                                  $  29,175,775
                                                                    -----------
       (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):
                                                                   - 10,429,158
                                                                    -----------
       (iv)    Aggregate price of shares redeemed or repurchased and previously
               applied as a reduction to filing fees pursuant to rule 24e-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):

                                                                     18,746,617
                                                                    -----------
       (vi)    Multiplier prescribed by Section 6(b) of the Securities Act of
               1933 or other applicable law or regulation (see Instruction C.6):

                                                                   x     1/2900
                                                                    -----------
       (vii)   Fee due [line (1) or line (v) multiplied by line (vi)]:

                                                                       6,464.35
                                                                    ===========
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).
                                                                        |X|

       Date of mailing or wire transfer of filing fees to the Commission's
       lockbox depository: February 27, 1996

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

                                   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.P. Horvat, Jr.                                    
                            ----------------
                            S.P. Horvat, Jr., Senior Vice President,
                            General Counsel and Secretary,
                            The American Franklin Life Insurance Company

Date   February 28, 1996 

  *Please print the name and title of the signing officer below the signature.
- ------------------------------------------------------------------------------




                                                                        Exhibit




                                 Letterhead of
                  The American Franklin Life Insurance Company
                               #1 Franklin Square
                          Springfield, Illinios 62713






                                                  February 26, 1996





The American Franklin Life Insurance Company
#1 Franklin Square
Springfield, Illinois  62713


Gentlemen:

       As Senior Vice President, General Counsel and Secretary of The American
Franklin Life Insurance Company (the "Company"), I have reviewed the corporate
proceedings relating to the issuance during the year ended December 31, 1995 by
Separate Account VUL-2 of The American Franklin Life Insurance Company
("Separate Account VUL-2") of units of interest in Separate Account VUL-2 under
EquiBuilder II(TM) flexible premium variable life insurance policies ("1995
Policies") pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended ("Rule 24f-2"). I have also participated in the preparation by Separate
Account VUL-2 of a Registration Statement on Form S-6 under the Securities Act
of 1933, as amended, pursuant to which the 1995 Policies were offered, and (ii)
a notice pursuant to Rule 24f-2 on Form 24F-2 for the year ended December 31,
1995 (the "Form 24F-2") with respect to the 1995 Policies. In addition, I have
examined such other documents and such questions of law as in my judgment are
necessary or appropriate for purposes of this opinion. Based upon the foregoing,
it is my opinion that:

       1. The Company is a stock life insurance corporation duly organized and
          validly existing under the laws of the State of Illinois and is duly
          authorized under such laws to issue and sell life, accident and health
          insurance, and annuity contracts.


<PAGE>




       2. Separate Account VUL-2 is a separate account of the Company duly
          created and validly existing pursuant to the laws of the State of
          Illinois.

       3. The issuance and sale of the 1995 Policies were duly authorized by the
          Company, and the 1995 Policies are legal and binding obligations of
          the Company in accordance with their terms.

       I hereby consent to the filing of this opinion as an exhibit to the Form
24F-2 to be filed by Separate Account VUL-2 with the Securities and Exchange
Commission.


                                       Very truly yours,


                                       Stephen P. Horvat, Jr.
                                       Senior Vice President,
                                         General Counsel and
                                         Secretary



                                                                        Exhibit




                                 Letterhead of
                  The American Franklin Life Insurance Company
                               #1 Franklin Square
                          Springfield, Illinios 62713





                                                  February 26, 1996




The American Franklin Life Insurance Company
#1 Franklin Square
Springfield, Illinois  62713

Gentlemen:

       As Senior Vice President, General Counsel and Secretary of The American
Franklin Life Insurance Company (the "Company"), I have reviewed the corporate
proceedings relating to the issuance during the year ended December 31, 1995 by
Separate Account VUL-2 of The American Franklin Life Insurance Company
("Separate Account VUL-2") of units of interest in Separate Account VUL-2 under
EquiBuilder III(TM) flexible premium variable life insurance policies ("1995
Policies") pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended ("Rule 24f-2"). I have also participated in the preparation by Separate
Account VUL-2 of a Registration Statement on Form S-6 under the Securities Act
of 1933, as amended, pursuant to which the 1995 Policies were offered, and (ii)
a notice pursuant to Rule 24f-2 on Form 24F-2 for the year ended December 31,
1995 (the "Form 24F-2") with respect to the 1995 Policies. In addition, I have
examined such other documents and such questions of law as in my judgment are
necessary or appropriate for purposes of this opinion. Based upon the foregoing,
it is my opinion that:

       1. The Company is a stock life insurance corporation duly organized and
          validly existing under the laws of the State of Illinois and is duly
          authorized under such laws to issue and sell life, accident and health
          insurance, and annuity contracts.

<PAGE>




       2. Separate Account VUL-2 is a separate account of the Company duly
          created and validly existing pursuant to the laws of the State of
          Illinois.

       3. The issuance and sale of the 1995 Policies were duly authorized by the
          Company, and the 1995 Policies are legal and binding obligations of
          the Company in accordance with their terms.

       I hereby consent to the filing of this opinion as an exhibit to the Form
24F-2 to be filed by Separate Account VUL-2 with the Securities and Exchange
Commission.


                                       Very truly yours,


                                       Stephen P. Horvat, Jr.
                                       Senior Vice President,
                                         General Counsel and
                                         Secretary




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