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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.
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1. Name and address of issuer: VA-I Separate Account of
First UNUM Life Insurance Company
120 White Plains Road
Tarrytown, NY 10591
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2. Name of each series or class of funds for which this notice is filed:
N/A
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3. Investment Company Act File Number: 811-6455
Securities Act File Number: 33-45850
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4. Last day of fiscal year for which this notice is filed:
12-31-97
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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 purpose 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. Data of termination of issuer's declaration under rule 24f-2 (a)(1), if
applicable (see Instruction A.6):
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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 beginning of the
fiscal year:
- 0 -
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8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
- 0 -
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9. Number and aggregate sale price of securities sold during the fiscal year:
$ 186,297
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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:
$ 186,297
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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 6.7):
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold $ 186,297
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during the fiscal year in reliance on
rule 24f-2 (from Item 10):
(ii) Aggregate price of shares issued in +
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connection with dividend reinvestment
plans (from Item 11. If applicable):
(iii) Aggregate price of shares redeemed or - 54,257
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repurchased during the fiscal year (if
applicable):
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a +
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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 132,040
(iv)] (If applicable): --------------
(vi) Multiplier prescribed by Section 6(b) of
the Securities Act of 1933 or other = 1/3300
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applicable law or regulation (see
instruction C.6):
(vii) Fee due [line (i) or line (v) multiplied $ 40
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by line (vi)]:
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.
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13. Check box if fees are being remitted to the Commission's lockbox depository
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
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SIGNATURES
This report has been signed below by the following person on behalf of the
issuer and in the capacities and on the date indicated.
By (Signature and Title)* /s/ PETER S. ADAMS
_____________________________________________
Peter S. Adams, Vice President
_____________________________________________
Date 2-26-97
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*Please print the name and title of the signing officer below the signature.
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February 26, 1997
First UNUM Life Insurance Company
120 White Plains Road
Tarry town, NY 10591
Re: 24f-2 Notice
SEC Reg. No. 33-45850
SEC Account No. 0000880642
Dear Sir or Madam:
This opinion is furnished in connection with the filing by First UNUM Life
Insurance Company ("First UNUM") 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 First UNUM Life Insurance Company ("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. 33-45850 which became
effective on May 1, 1992.
I have examined all corporate records of First UNUM 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. First UNUM is a duly incorporated and validly existing life insurance
company under the laws of the state of New York.
2. The Separate Account is an account established and maintained by First UNUM
pursuant to the laws of the state of New York, 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 gains or
losses of First UNUM.
3. Assets allocated to a Separate Account are owned by First UNUM in
connection with the Contracts and are not chargeable with liabilities
arising out of any other business First UNUM may conduct.
4. The Contracts have been duly authorized and each of the Contracts
constitutes a validly issued and binding obligation of First UNUM in
accordance with its terms. Purchases of the Contract descibed in the
prospectus are subject only to the deductions, charges and fees set forth
in such prospectus.
Sincerely,
/s/ ROSEMARY A. MOORE
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Rosemary A. Moore
Counsel
