PROVIDENTMUTUAL VARIABLE ANNUITY SEPARATE ACCOUNT
24F-2NT, 1997-02-26
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                RULE 24f-2 NOTICE

                                       FOR

                Providentmutual Variable Annuity Separate Account

                              (Name of Registrant)

                              300 Continental Drive

                                Newark, DE 19713
                    (Address of principal executive offices)

                         File Nos. 33-44180 and 33-65512

1.       The following information is set forth pursuant to the requirements of
         Rule 24f-2(b)(1):

         (i).     Fiscal year for which Notice is filed:

                  Fiscal year ended December 31, 1996

         (ii).    Number or amount of securities of the same class or series, if
                  any, which had been registered under the Securities Act of
                  1933 other than pursuant to Rule 24f-2 but which remained
                  unsold at the beginning of such fiscal year. 
                  None

         (iii).   The number or amount of securities, if any, registered during
                  such fiscal year other than pursuant to Rule 24f-2:

                  None

         (iv).    The number or amount of securities sold during the fiscal
                  year:

<TABLE>
         <S>                         <C>                         <C>                          <C>
         Growth                      Money Market                Bond                         Managed 
         Subaccount                  Subaccount                  Subaccount                   Subaccount
         $7,963,484.88               $145,701,612.53             $2,159,703.98                $3,994,379.22

         worth of                    worth of                    worth of                     worth of
         policies (1)                policies (2)                policies (3)                 policies (4)
</TABLE>
<PAGE>   2
<TABLE>
<S>                         <C>                         <C>                          <C>
Aggressive                                              Fidelity                     Fidelity Equity
Growth                      International               High Income                  Income 
Subaccount                  Subaccount                  Subaccount                   Subaccount
- ----------                  ----------                  ----------                   ----------
$4,039,692.15               $6,052,729.98               $7,267,344.38                $24,842,756.77
                                          
worth of                    worth of                    worth of                     worth of
policies (5)                policies (6)                policies (7)                 policies (8)

                            Fidelity                    Fidelity Asset
Fidelity Growth             Overseas                    Manager                      Fidelity Index
Subaccount                  Subaccount                  Subaccount                   500 Subaccount
- ----------                  ----------                  ----------                   --------------
$23,526,670.62              $139,043.02                 $7,420,088.96                $15,711,908.18
                                                                                     
worth of                    worth of                    worth of                     worth of       
policies (9)                policies (10)               policies (11)                policies (12)  


                            Fidelity
Fidelity                    Investment                  Quest for Value              Quest for Value   
ContraFund                  Grade                       Equity                       Small Cap         
Subaccount                  Bond Subaccount             Subaccount                   Subaccount        
- ----------                  ---------------             ----------                   ----------        
$12,666,918.19              $149,750.36                 $5,369,738.00                $4,451,875.72     
                                                                                                       
worth of                    worth of                    worth of                     worth of          
policies (13)               policies (14)               policies (15)                policies (16)     


Quest for Value                                         Scudder Growth and           Scudder
Managed                     Scudder Bond                Income                       International
Subaccount                  Subaccount                  Subaccount                   Subaccount
- ----------                  ----------                  ----------                   ----------
$18,471,059.32              $3,190,771.80               $4,084,492.19                $4,914,280.15
                  
worth of                    worth of                    worth of                     worth of
policies (17)               policies (18)               policies (19)                policies (20)


                                                                                     
Dreyfus Zero                Dreyfus Growth              Dreyfus Socially             Federated U.S.  
Coupon 2000                 and Income                  Responsible                  Government Bond 
Subaccount                  Subaccount                  Subaccount                   Subaccount      
- ----------                  ----------                  ----------                   ----------      
$4,054,533.51               $11,175,029.49              $1,684,968.46                $1,738,400.91   
                                                                                                     
worth of                    worth of                    worth of                     worth of        
policies (21)               policies (22)               policies (23)                policies (24)   
</TABLE>
<PAGE>   3
<TABLE>
         <S>                         <C>                         <C>                          <C>
                                     Neuberger                                                Neuberger &
         Federated                   & Berman                    Neuberger &                  Berman Limited
         Utility Fund                Balanced                    Berman Growth                Maturity Bond
         Subaccount                  Subaccount                  Subaccount                   Subaccount
         ----------                  ----------                  ----------                   ----------
         $2,240,368.01               $41,933.48                  $103,349.79                  $132,527.58

         worth of                    worth of                    worth of                     worth of
         policies (25)               policies (26)               policies (27)                policies (28)


                                     Van Eck                     Van Eck Gold                 Van Eck 
                                     Worldwide                   and Natural                  Emerging
         TCI Growth                  Bond                        Resources                    Markets
         Subaccount                  Subaccount                  Subaccount                   Subaccount
         ----------                  ----------                  ----------                   ----------
         $61,276.79                  $143,795.60                 $18,470.93                   $71,376.01

         worth of                    worth of                    worth of                     worth of
         policies (29)               policies (30)               policies (31)                policies (32)


         Alger American 
         Small
         Capitalization
         Subaccount
         ----------
         $460,357.91

         worth of
         policies (33)
</TABLE>


                                                                                
(v).     The number or amount of securities sold during such fiscal year in
         reliance upon registration pursuant to Rule 24f-2

<TABLE>
<S>                                  <C>                         <C>                          <C>
         Growth                      Money Market                Bond                         Managed 
         Subaccount                  Subaccount                  Subaccount                   Subaccount
         ----------                  ----------                  ----------                   ----------
         $7,963,484.88               $145,701,612.53             $2,159,703.98                $3,994,379.22

         worth of                    worth of                    worth of                     worth of
         policies (1)                policies (2)                policies (3)                 policies (4)
</TABLE>
<PAGE>   4
<TABLE>
         <S>                         <C>                         <C>                          <C>
         Aggressive Growth           International               Fidelity High Income         Fidelity Equity
         Subaccount                  Subaccount                  Subaccount                   Income Subaccount
         ----------                  ----------                  ----------                   -----------------
         $4,039,692.15               $6,052,729.98               $7,267,344.38                $24,842,756.77

         worth of                    worth of                    worth of                     worth of
         policies (5)                policies (6)                policies (7)                 policies (8)
                                     


         Fidelity Growth             Fidelity Overseas           Fidelity Asset               Fidelity Index 500 
         Subaccount                  Subaccount                  Manager Subaccount           Subaccount         
         ----------                  ----------                  ------------------           ----------         
         $23,526,670.62              $139,043.02                 $7,420,088.96                $15,711,908.18    
                                                                                                                
         worth of                    worth of                    worth of                     worth of           
         policies (9)                policies (10)               policies (11)                policies (12)      
                                                                                             


                                     Fidelity                    Quest for Value              Quest for Value    
         Fidelity ContraFund         Investment Grade            Equity                       Small Cap          
         Subaccount                  Bond Subaccount             Subaccount                   Subaccount         
         ----------                  ---------------             ----------                   ----------         
         $12,666,918.19              $149,750.36                 $5,369,738.00                $4,451,875.72      
                                                                                                                 
         worth of                    worth of                    worth of                     worth of           
         policies (13)               policies (14)               policies (15)                policies (16)      


                                     Scudder Growth and          Scudder
         Quest for Value             Scudder Bond                Income                       International
         Managed Subaccount          Subaccount                  Subaccount                   Subaccount
         ------------------          ----------                  ----------                   ----------
         $18,471,059.32              $3,190,771.80               $4,084,492.19                $4,914,280.15
                           
         worth of                    worth of                    worth of                     worth of
         policies (17)               policies (18)               policies (19)                policies (20)


                                                                                              
         Dreyfus Zero Coupon         Dreyfus Growth and          Dreyfus Socially             Federated U.S.   
         2000                        Income                      Responsible                  Government Bond  
         Subaccount                  Subaccount                  Subaccount                   Subaccount       
         ----------                  ----------                  ----------                   ----------       
         $4,054,533.51               $11,175,029.49              $1,684,968.46                $1,738,400.91    
                                                                                                               
         worth of                    worth of                    worth of                     worth of         
         policies (21)               policies (22)               policies (23)                policies (24)    
</TABLE>
<PAGE>   5
<TABLE>
         <S>                        <C>                         <C>                          <C>
                                                                                              Neuberger & Berman
         Federated                   Neuberger & Berman          Neuberger & Berman           Limited Maturity
         Utility Fund                Balanced                    Growth                       Bond
         Subaccount                  Subaccount                  Subaccount                   Subaccount
         ----------                  ----------                  ----------                   ----------
         $2,240,368.01               $41,933.48                  $103,349.79                  $132,527.58

         worth of                    worth of                    worth of                     worth of
         policies (25)               policies (26)               policies (27)                policies (28)


                                     Van Eck Worldwide           Van Eck Gold and             Van Eck Emerging
         TCI Growth                  Bond                        Natural Resources            Markets
         Subaccount                  Subaccount                  Subaccount                   Subaccount
         ----------                  ----------                  ----------                   ----------
         $61,276.79                  $143,795.60                 $18,470.93                   $71,376.01
                      
         worth of                    worth of                    worth of                     worth of
         policies (29)               policies (30)               policies (31)                policies (32)


         Alger American
         Small
         Capitalization
         Subaccount
         ----------
         $460,357.91

         worth of
         policies (33)
</TABLE>


2.       An opinion of counsel with respect to the validity of the shares
         accompanies this Notice.

3.       Filing fee with respect to shares specified in 1(v) above:

<TABLE>
<S>                                                        <C>                   <C>
         Growth Subaccount                                 $   1,420.57           (1)
         Money Market Subaccount                               2,610.59           (2)
         Bond Subaccount                                         431.27           (3)
         Managed Subaccount                                      514.09           (4)
         Aggressive Growth Subaccount                            609.76           (5)
         International Subaccount                                983.84           (6)
         Fidelity High Income Subaccount                       1,594.81           (7)
         Fidelity Equity Income Subaccount                     5,169.41           (8)
         Fidelity Growth Subaccount                            5,308.42           (9)
         Fidelity Overseas Subaccount                             38.66          (10)
         Fidelity Asset Manager Subaccount                       637.61          (11)
         Fidelity Index 500 Subaccount                         3,885.50          (12)
         Fidelity Contra Fund Subaccount                       3,148.55          (13)
</TABLE>
<PAGE>   6
<TABLE>
<S>                                                          <C>                 <C>
         Fidelity Investment Grade Bond Subaccount                42.68          (14)
         Quest for Value Equity Subaccount                     1,224.06          (15)
         Quest for Value Small Cap Subaccount                    823.19          (16)
         Quest for Value Managed Subaccount                    3,801.75          (17)
         Scudder Bond Subaccount                                 568.86          (18)
         Scudder Growth and Income Subaccount                  1,035.66          (19)
         Scudder International Subaccount                      1,377.89          (20)
         Dreyfus Zero Coupon 2000 Subaccount                     605.72          (21)
         Dreyfus Growth and Income Subaccount                  2,768.79          (22)
         Dreyfus Socially Responsible Subaccount                 448.31          (23)
         Federated U.S. Government Bond Subaccount               426.65          (24)
         Federated Utility Fund Subaccount                       568.15          (25)
         Neuberger & Berman Balanced Subaccount                   12.68          (26)
         Neuberger & Berman Growth Subaccount                     30.60          (27)
         Neuberger & Berman Limited Maturity Bond Subaccount      22.41          (28)
         TCI Growth Subaccount                                    18.05          (29)
         Van Eck Worldwide Bond Subaccount                        27.04          (30)
         Van Eck Gold and Natural Resources Subaccount             4.88          (31)
         Van Eck Emerging Markets Subaccount                      20.77          (32)
         Alger American Small Capitalization Subaccount          136.73          (33)
                                                             ----------

                                                             $40,317.96
</TABLE>

Minimum Filing Fee (Certified Check Enclosed):  $40,317.96

DATED:  February 26, 1997

                     PROVIDENTMUTUAL VARIABLE ANNUITY SEPARATE ACCOUNT

                     BY: /s/ M. Diane 
                         ----------------------------------------
                         M. Diane Koken

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

(1) The actual aggregate sales price was $7,963,484.88, which consists of 3,853
policies allocating premiums to the Growth Subaccount. During the fiscal year
ended December 31, 1996, the actual aggregate redemption price of Growth
Subaccount policies redeemed was $3,275,618.89. (No portion of such aggregate
redemption price has been applied by the Registrant pursuant to Rule 24f-2(c) in
any filing made pursuant to Section 24(e)(1) of the Investment Company Act of
1940.) Pursuant to Rule 24f-2(c), the filing fee with respect to the policies in
calculated as follows:

         $7,963,484.88 - 3,275,618.89 = $4,687,865.99 / 3300 = $1,420.57
<PAGE>   7



(2) The actual aggregate sales price was $145,701,612.53, which consists of
6,688 policies allocating premiums to the Money Market Subaccount. During the
fiscal year ended December 31, 1996, the actual aggregate redemption price of
Money Market Subaccount policies redeemed was $137,086,679.93. (No portion of
such aggregate redemption price has been applied by the Registrant pursuant to
Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the Investment
Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with respect to
the policies is calculated as follows:

         $145,701,612.53 - 137,086,679.93 = $8,614,932.60 / 3300 = $2,610.59

(3) The actual aggregate sales price was $2,159,703.98, which consists of 1,537
policies allocating premiums to the Bond Subaccount. During the fiscal year
ended December 31, 1996, the actual aggregate redemption price of Bond
Subaccount policies redeemed was $736,501.69. (No portion of such aggregate
redemption price has been applied by the Registrant pursuant to Rule 24f-2(c) in
any filing made pursuant to Section 24(e)(1) of the Investment Company Act of
1940.) Pursuant to Rule 24f-2(c), the filing fee with respect to the policies is
calculated as follows:

         $2,159,703.98 - 736,501.69 = $1,423,202.29 / 3300 = $431.27

(4) The actual aggregate sales price was $3,994,379.22, which consists of 1,869
policies allocating premiums to the Managed Subaccount. During the fiscal year
ended December 31, 1996, the actual aggregate redemption price of Managed
Subaccount policies redeemed was $2,297,886.84. (No portion of such aggregate
redemption price has been applied by the Registrant pursuant to Rule 24f-2(c) in
any filing made pursuant to Section 24(e)(1) of the Investment Company Act of
1940.) Pursuant to Rule 24f-2(c), the filing fee with respect to the policies is
calculated as follows:

         $3,994,379.22 - 2,297,886.84 = $1,696,492.38 / 3300 = $514.09

(5) The actual aggregate sales price was $4,039,692.15, which consists of 2,958
policies allocating premiums to the Aggressive Growth Subaccount. During the
fiscal year ended December 31, 1996, the actual aggregate redemption price of
Aggressive Growth Subaccount policies redeemed was $2,027,473.64. (No portion of
such aggregate redemption price has been applied by the Registrant pursuant to
Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the Investment
Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with respect to
the policies is calculated as follows:

         $4,039,692.15 - 2,027,473.64 = $2,012,218.51 / 3300 = $609.76

(6) The actual aggregate sales price was $6,052,729.98, which consists of 5,153
policies allocating premiums to the International Subaccount. During the fiscal
year ended December 31, 1996, the actual aggregate redemption price of
International Subaccount policies redeemed was $2,806,063.35. (No portion of
such aggregate redemption price has been applied by the Registrant pursuant to
Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the Investment
Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with respect to
the policies is calculated as follows:

         $6,052,729.98 - 2,806,063.35 = $3,246,666.63 / 3300 = $983.84
<PAGE>   8
(7) The actual aggregate sales price was $7,267,344.38, which consists of 2,902
policies allocating premiums to the Fidelity High Income Subaccount. During the
fiscal year ended December 31, 1996, the actual aggregate redemption price of
Fidelity High Income Subaccount policies redeemed was $2,004,483.58. (No portion
of such aggregate redemption price has been applied by the Registrant pursuant
to Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with
respect to the policies is calculated as follows:

         $7,267,344.38 - 2,004,483.58 = $5,262,860.80 / 3300 = $1,594.81

(8) The actual aggregate sales price was $24,842,756.77, which consists of
10,382 policies allocating premiums to the Fidelity Equity Income Subaccount.
During the fiscal year ended December 31, 1996, the actual aggregate redemption
price of Fidelity Equity Income Subaccount policies redeemed was $7,783,692.79.
(No portion of such aggregate redemption price has been applied by the
Registrant pursuant to Rule 24f-2(c) in any filing made pursuant to Section
24(e)(1) of the Investment Company Act of 1940.) Pursuant to Rule 24f- 2(c), the
filing fee with respect to the policies is calculated as follows:

         $24,842,756.77 - 7,783,692.79 = $17.059,063.98 / 3300 = $5,169.41

(9) The actual aggregate sales price was $23,526,670.62, which consists of
11,468 policies allocating premiums to the Fidelity Growth Subaccount. During
the fiscal year ended December 31, 1996, the actual aggregate redemption price
of Fidelity Growth Subaccount policies redeemed was $6,008,890.17. (No portion
of such aggregate redemption price has been applied by the Registrant pursuant
to Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with
respect to the policies is calculated as follows:

         $23,526,670.62 - 6,008,890.17 = $17,517,780.45 / 3300 = $5,308.42

(10) The actual aggregate sales price was $139,043,02, which consists of 53
policies allocating premiums to the Fidelity Overseas Subaccount. During the
fiscal year ended December 31, 1996, the actual aggregate redemption price of
Fidelity Overseas Subaccount policies redeemed was $11,470.96. (No portion of
such aggregate redemption price has been applied by the Registrant pursuant to
Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the Investment
Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with respect to
the policies is calculated as follows:

         $139,043.02 - 11,470.96 = $127,572.06 / 3300 = $38.66

(11) The actual aggregate sales price was $7,420,088.96, which consists of 3,081
policies allocating premiums to the Fidelity Asset Manager Subaccount. During
the fiscal year ended December 31, 1996, the actual aggregate redemption price
of Fidelity Asset Manager Subaccount policies redeemed was $5,315,980.15. (No
portion of such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with
respect to the policies is calculated as follows:

         $7,420,088.96 - 5,315,980.15 = $2,104,108.81 / 3300 = $637.61
<PAGE>   9
(12) The actual aggregate sales price was $15,711,908.18, which consists of
6,787 policies allocating premiums to the Fidelity Index 500 Subaccount. During
the fiscal year ended December 31, 1996, the actual aggregate redemption price
of Fidelity Index 500 Subaccount policies redeemed was $2,889,747.55. (No
portion of such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with
respect to the policies is calculated as follows:

         $15,711,908.18 - 2,889,747.55 = $12,822,160.63 / 3300 = $3,885.50

(13) The actual aggregate sales price was $12,666,918.19, which consists of
5,178 policies allocating premiums to the Fidelity ContraFund Subaccount. During
the fiscal year ended December 31, 1996, the actual aggregate redemption price
of Fidelity ContraFund Subaccount policies redeemed was $2,276,689.41. (No
portion of such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with
respect to the policies is calculated as follows:

         $12,666,918.19 - 2,276,689.41 = $10,390,228.78 / 3300 = $3,148.55

(14) The actual aggregate sales price was $149,750.36, which consists of 47
policies allocating premiums to the Fidelity Investment Grade Bond Subaccount.
During the fiscal year ended December 31, 1996, the actual aggregate redemption
price of Fidelity Investment Grade Bond Subaccount policies redeemed was
$8,902.17. (No portion of such aggregate redemption price has been applied by
the Registrant pursuant to Rule 24f-2(c) in any filing made pursuant to Section
24(e)(1) of the Investment Company Act of 1940.) Pursuant to Rule 24f- 2(c), the
filing fee with respect to the policies is calculated as follows:

         $149,750.36 - 8,902.17 = $140,848.19 / 3300 = $42.68

(15) The actual aggregate sales price was $5,369,738.00, which consists of 2,747
policies allocating premiums to the Quest for Value Equity Subaccount. During
the fiscal year ended December 31, 1996, the actual aggregate redemption price
of Quest for Value Equity Subaccount policies redeemed was $1,330,352.29. (No
portion of such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with
respect to the policies is calculated as follows:

         $5,369,738.00 - 1,330,352.29 = $4,039,385.71 / 3300 = $1,224.06

(16) The actual aggregate sales price was $4,451,875.72 which consists of 3,512
policies allocating premiums to the Quest for Value Small Cap Subaccount. During
the fiscal year ended December 31, 1996, the actual aggregate redemption price
of Quest for Value Small Cap Subaccount policies redeemed was $1,735,332.42. (No
portion of such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.) Pursuant to Rule 24f- 2(c), the filing fee with
respect to the policies is calculated as follows:

         $4,451,875.72 - 1,735,332.42 = $2,716,543.30 / 3300 = $823.19
<PAGE>   10
(17) The actual aggregate sales price was $18,471,059.32, which consists of
5,985 policies allocating premiums to the Quest for Value Managed Subaccount.
During the fiscal year ended December 31, 1996, the actual aggregate redemption
price of Quest for Value Managed Subaccount policies redeemed was $5,925,269.50.
(No portion of such aggregate redemption price has been applied by the
Registrant pursuant to Rule 24f-2(c) in any filing made pursuant to Section
24(e)(1) of the Investment Company Act of 1940.) Pursuant to Rule 24f-2(c), the
filing fee with respect to the policies is calculated as follows:

         $18,471,059.32 - 5,925,269.50 = $12,545,789.82 / 3300 = $3,801.75

(18) The actual aggregate sales price was $3,190,771.80, which consists of 1,934
policies allocating premiums to the Scudder Bond Subaccount. During the fiscal
year ended December 31, 1996, the actual aggregate redemption price of Scudder
Bond Subaccount policies redeemed was $1,313,550.09. (No portion of such
aggregate redemption price has been applied by the Registrant pursuant to Rule
24f-2(c) in any filing made pursuant to Section 24(e)(1) of the Investment
Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with respect to
the policies is calculated as follows:

         $3,190,771.80 - 1,313,550.09 = $1,877,221.71 / 3300 = $568.86

(19) The actual aggregate sales price was $4,084,492.19, which consists of 1,679
policies allocating premiums to the Scudder Growth and Income Subaccount. During
the fiscal year ended December 31, 1996, the actual aggregate redemption price
of Scudder Growth and Income Subaccount policies redeemed was $666,814.10. (No
portion of such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.) Pursuant to Rule 24f- 2(c), the filing fee with
respect to the policies is calculated as follows:

         $4,084,492.19 - 666,814.10 = $3,417,678.09 / 3300 = $1,035.66

(20) The actual aggregate sales price was $4,914,280.15, which consists of 2,567
policies allocating premiums to the Scudder International Subaccount. During the
fiscal year ended December 31, 1996, the actual aggregate redemption price of
Scudder International Subaccount policies redeemed was $367,232.27. (No portion
of such aggregate redemption price has been applied by the Registrant pursuant
to Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with
respect to the policies is calculated as follows:

         $4,914,280.15 - 367,232.27 = $4,547,047.88 / 3300 = $1,377.89

(21) The actual aggregate sales price was $4,054,533.51, which consists of 1,458
policies allocating premiums to the Dreyfus Zero Coupon 2000 Subaccount. During
the fiscal year ended December 31, 1996, the actual aggregate redemption price
of Dreyfus Zero Coupon 2000 Subaccount policies redeemed was $2,055,667.99. (No
portion of such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with
respect to the policies is calculated as follows:

         $4,054,533.51 - 2,055,667.99 = $1,998,865.52 / 3300 = $605.72
<PAGE>   11
(22) The actual aggregate sales price was $11,175,029.49, which consists of
4,858 policies allocating premiums to the Growth and Income Subaccount. During
the fiscal year ended December 31, 1996, the actual aggregate redemption price
of Growth and Income Subaccount policies redeemed was $2,038,020.84. (No portion
of such aggregate redemption price has been applied by the Registrant pursuant
to Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with
respect to the policies is calculated as follows:

         $11,175,029.49 - $2,038,020.84 = $9,137,008.65 / 3300 = $2,768.79

(23) The actual aggregate sales price was $1,684,968.46, which consists of 1,126
policies allocating premiums to the Socially Responsible Subaccount. During the
fiscal year ended December 31, 1996, the actual aggregate redemption price of
Socially Responsible Subaccount policies redeemed was $205,542.95. (No portion
of such aggregate redemption price has been applied by the Registrant pursuant
to Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with
respect to the policies is calculated as follows:

         $1,684,968.46 - 205,542.95 = $1,479,425.51 / 3300 = $448.31

(24) The actual aggregate sales price was $1,738,400.91, which consists of 693
policies allocating premiums to the Federated U.S. Government Bond Fund
Subaccount. During the fiscal year ended December 31, 1996, the actual aggregate
redemption price of Federated U.S. Government Bond Fund Subaccount policies
redeemed was $330,449.24. (No portion of such aggregate redemption price has
been applied by the Registrant pursuant to Rule 24f-2(c) in any filing made
pursuant to Section 24(e)(1) of the Investment Company Act of 1940.) Pursuant to
Rule 24f-2(c), the filing fee with respect to the policies is calculated as
follows:

         $1,738,400.91 - 330,449.24 = $1,407,951.67 / 3300 = $426.65

(25) The actual aggregate sales price was $2,240,368.01, which consists of 956
policies allocating premiums to the Federated Utility Fund Subaccount. During
the fiscal year ended December 31, 1996, the actual aggregate redemption price
of Federated Utility Fund Subaccount policies redeemed was $365,456.98. (No
portion of such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with
respect to the policies is calculated as follows:

         $2,240,368.01 - 365,456.98 = $1,874,911.03 / 3300 = $568.15

(26) The actual aggregate sales price was $41,933.48, which consists of 12
policies allocating premiums to the Neuberger & Berman Balanced Subaccount.
During the fiscal year ended December 31, 1996, the actual aggregate redemption
price of Neuberger & Berman Balanced Subaccount policies redeemed was $85.31.
(No portion of such aggregate redemption price has been applied by the
Registrant pursuant to Rule 24f-2(c) in any filing made pursuant to Section
24(e)(1) of the Investment Company Act of 1940.) Pursuant to Rule 24f-2(c), the
filing fee with respect to the policies is calculated as follows:

         $41,933.48 - 85.31 = $41,848.17 / 3300 = $12.68
<PAGE>   12
(27) The actual aggregate sales price was $103,349.79, which consists of 58
policies allocating premiums to the Neuberger & Berman Growth Subaccount. During
the fiscal year ended December 31, 1996, the actual aggregate redemption price
of Neuberger & Berman Growth Subaccount policies redeemed was $2,366.42. (No
portion of such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with
respect to the policies is calculated as follows:

         $103,349.79 - 2,366.42 = $100,983.37 / 3300 = $30.60

(28) The actual aggregate sales price was $132,527.58, which consists of 32
policies allocating premiums to the Neuberger & Berman Limited Maturity Bond
Subaccount. During the fiscal year ended December 31, 1996, the actual aggregate
redemption price of Neuberger & Berman Limited Maturity Bond Subaccount policies
redeemed was $58,578.22. (No portion of such aggregate redemption price has been
applied by the Registrant pursuant to Rule 24f-2(c) in any filing made pursuant
to Section 24(e)(1) of the Investment Company Act of 1940.) Pursuant to Rule
24f-2(c), the filing fee with respect to the policies is calculated as follows:

         $132,527.58 - 58,578.22 = $73,949.36 / 3300 = $22.41

(29) The actual aggregate sales price was $61,276.79, which consists of 40
policies allocating premiums to the TCI Growth Subaccount. During the fiscal
year ended December 31, 1996, the actual aggregate redemption price of TCI
Growth Subaccount policies redeemed was $1,702.94. (No portion of such aggregate
redemption price has been applied by the Registrant pursuant to Rule 24f-2(c) in
any filing made pursuant to Section 24(e)(1) of the Investment Company Act of
1940.) Pursuant to Rule 24f-2(c), the filing fee with respect to the policies is
calculated as follows:

         $61,276.79 - 1,702.94 = $59,573.85 / 3300 = $18.05

(30) The actual aggregate sales price was $143,795.60, which consists of 40
policies allocating premiums to the Van Eck Worldwide Bond Subaccount. During
the fiscal year ended December 31, 1996, the actual aggregate redemption price
of Van Eck Worldwide Bond Subaccount policies redeemed was $54,560.27. (No
portion of such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with
respect to the policies is calculated as follows:

         $143,795.60 - 54,560.27 = $89,235.33 / 3300 = $27.04

(31) The actual aggregate sales price was $18,470.93, which consists of 13
policies allocating premiums to the Van Eck Gold and Natural Resources
Subaccount. During the fiscal year ended December 31, 1996, the actual aggregate
redemption price of Van Eck Gold and Natural Resources Subaccount policies
redeemed was $2,369.34. (No portion of such aggregate redemption price has been
applied by the Registrant pursuant to Rule 24f-2(c) in any filing made pursuant
to Section 24(e)(1) of the Investment Company Act of 1940.) Pursuant to Rule
24f-2(c), the filing fee with respect to the policies is calculated as follows:

         $18,470.93 - 2,369.34 = $16,101.59 / 3300 = $4.88
<PAGE>   13
(32) The actual aggregate sales price was $71,376.01, which consists of 66
policies allocating premiums to the Van Eck Emerging Markets Subaccount. During
the fiscal year ended December 31, 1996, the actual aggregate redemption price
of Van Eck Emerging Markets Subaccount policies redeemed was $2,831.53. (No
portion of such aggregate redemption price has been applied by the Registrant
pursuant to Rule 24f-2(c) in any filing made pursuant to Section 24(e)(1) of the
Investment Company Act of 1940.) Pursuant to Rule 24f-2(c), the filing fee with
respect to the policies is calculated as follows:

         $71,376.01 - 2,831.53 = $68,544.48 / 3300 = $20.77

(33) The actual aggregate sales price was $460,357.91, which consists of 135
policies allocating premiums to the Alger American Small Capitalization
Subaccount. During the fiscal year ended December 31, 1996, the actual aggregate
redemption price of Alger American Small Capitalization Subaccount policies
redeemed was $9,164.19. (No portion of such aggregate redemption price has been
applied by the Registrant pursuant to Rule 24f-2(c) in any filing made pursuant
to Section 24(e)(1) of the Investment Company Act of 1940.) Pursuant to Rule
24f-2(c), the filing fee with respect to the policies is calculated as follows:

         $460,357.91 - 9,164.19 = $451,193.72 / 3300 = $136.73
<PAGE>   14
                                                              February 26, 1997

Providentmutual Life and Annuity Company
  of America
300 Continental Drive
Newark, DE  19713

                  Re:      Rule 24f-2 Notice
                           Providentmutual Variable Annuity Separate Account
                           Registration Nos. 33-44180 and 33-65512

Dear Sirs/Madames:

                  I have served as counsel to Providentmutual Life and Annuity
Company of America in connection with the above-referenced Notice. In my
opinion, the securities being registered with respect to the Providentmutual
Variable Annuity Separate Account are legally issued, fully paid and
non-assessable.

                                                              Very truly yours,


                                                              Adam Scaramella

AS/ja


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