U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
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1. Name and address of issuer:
Mainstay VP Series Fund
51 Madison Avenue
New York, NY 10010
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2. Name of each series or class of securities for which this
Form is being filed (if the Form is being filed for all
series and classes of securities of the issuer, check the
box but do not list series or classes): /X/
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3. Investment Company Act File Number:
811-03833
Securities Act File Number:
2-86082
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4(a). Last day of fiscal year for which this Form is filed:
12/31/97
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4(b). / / Check box if this Form is being filed late (i.e., more
than 90 calendar days after the end of the issuer's fiscal
year). (See Instruction A.2)
Note: If the Form is being filed late, interest must be paid on
the registration fee due.
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4(c)./ / Check box if this is the last time the issuer will be
filing this Form.
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5. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year pursuant
to section 24(f): $ 0
(ii) Aggregate price of securities redeemed
or repurchased during the fiscal year: $ 0
(iii) Aggregate price of securities redeemed
or repurchased during any prior fiscal
year ending no earlier than October 11,
1995 that were not previously used
to reduce registration fees payable to
the Commission: $ 0
(iv) Total available redemption credits
[add Items 5(i) and 5(iii)]: -$ 0
(v) Net sales -- if Item 5(i) is greater
than Item 5(iv) [subtract Item 5(iv)
from Item 5(i)]: $ 0
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(vi) Redemption credits available for use in
future years -- if Item 5(i) is less than
Item 5(iv) [subtract Item 5(iv) from Item
5(i)]: $.(..0.)
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(vii) Multiplier for determining registration
fee (See Instruction C.9): x$.000295
(viii) Registration fee due [multiply Item 5(v)
by Item 5(vii) (enter 0 if no fee is due): =$ 0
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6. Prepaid Shares
If the response to Item 5(i) was determined by
deducting an amount of securities that were registered
under the Securities Act of 1933 pursuant to rule 24e-2
as in effect before October 11, 1997, then report the
amount of securities (number of shares or other
units) deducted here: _______. If there is a
number of shares or other units that were registered
pursuant to rule 24e-2 remaining unsold at the end
of the fiscal year for which this form is filed
that are available for use by the issuer in future
fiscal years, then state that number here: _______.
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7. Interest due -- if this Form is being filed more
than 90 days after the end of the issuer's fiscal
year (see Instruction D): +$ 0
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8. Total of the amount of the registration fee due
plus any interest due [line 5(viii) plus line 7]: =$ 0
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9. Date the registration fee and any interest payment
was sent to the Commission's lockbox depository:
Method of delivery:
/ / Wire Transfer
/ / Mail or other means
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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/ Sara L. Badler
Sara L. Badler, Secretary
Date: March 26, 1998
