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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Empire Fidelity Investments Variable Annuity Account A
(Name of Registrant)
File No. 33-42376
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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: Empire Fidelity Investments Life Ins Company
One World Financial Center, New York, New York 10281
2.
Name of each series or class of funds for which this notice is filed:
Empire Fidelity Investments Variable Annuity Account A
3.
Investment Company Act File Number: 811-06388
Securities Act File Number: 33-42376 and 33-54924
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 Securites 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:
Number of Shares: 0
Aggregate Price: 0
8.
Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
Number of Shares: 0
Aggregate Price: 0
9.
Number and aggregate sale price of securities sold during the fiscal
year:
Number of Shares:
Aggregate Price: 117,155,274
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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 Shares:
Aggregate Price: 117,155,274
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): 117,155,274
(ii)
Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): 0
(iii)
Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): 11,490,574
(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)] (if applicable): 105,664,700
(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) muliplied by line (vi)]: 32,019.61
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).
[n]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
February 25, 1997
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)* Joseph L. Kurtzer Jr.
Joseph L. Kurtzer Jr.
Treasurer
Date February 26, 1997
* Please print the name and title of the signing officer below the
signature.
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February 25, 1997
Empire Fidelity Investments Life Insurance Company
Empire Fidelity Investments Variable Annuity Account A
One World Financial Center
New York, New York 10281
Re:Registration Nos. 33-42376 and 33-54924
Ladies and Gentlemen:
We are counsel to Empire Fidelity Investments Life Insurance
Company (the "Company") and to Empire Fidelity Investments
Variable Annuity Account A (the "Variable Account") in connection
with the sale of variable annuity contracts, an indefinite number of
which contracts has been registered with the Securities and Exchange
Commission (the "Commission") pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended. The Company and the
Variable Account are preparing to file a Rule 24f-2 Notice with the
Commission pursuant to which the registration of $117,155,274 worth
of such securities issued during the fiscal year ended December 31,
1996 is made definite.
Based on our examination of the relevant documents contained in the
Variable Account's registration statement, and assuming that the
variable annuity insurance contracts were issued in accordance with
the terms described in that registration statement, that the Variable
Account received payment for the contracts, and that the appropriate
action was taken to qualify the sale of the variable annuity insurance
contracts under applicable state laws, we are of the opinion that the
variable annuity insurance contracts are legal and binding obligations
of the Variable Account in accordance with their terms and are
nonassessable.
We consent to the filing of this opinion, in connection with the Rule
24f-2 Notice, with the Securities and Exchange Commission.
Very truly yours,
/s/JORDEN,BURT,BERENSON&JOHNSON,LLP
