<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
PaineWebber Life Variable Annuity Account
1200 Harbor Boulevard
Weehawken, NJ 07087
2. Name of each series or class of funds for which this notice if filed:
N/A
3. Investment Company Act File Number:
811-7536
Securities Act File Number:
33-58808
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:
N/A
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
N/A
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:
None
<PAGE>
8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the fiscal year:
2,537,651 units $2,207,441
10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
2,537,651 units $2,207,441
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):
N/A
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): $ 2,207,441
(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): -11,513,094
(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): $ 0
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of
1933 or other applicable law or regulation (see Instruction C.6):
x 1/3300
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$0.00
<PAGE>
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 or Other
Procedures (17 CFR 202.3a).
N/A
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
N/A
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/ Richard J. Tucker
Senior Vice President, Secretary, and Assistant Treasurer
Date: February 21, 1997
<PAGE>
AMERICAN REPUBLIC INSURANCE COMPANY
National Headquarters Des Moines, Iowa 50334
February 21, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Opinion of Counsel
PaineWebber Life Variable Annuity Account
File No. 33-58808
Ladies/Gentlemen:
As Counsel for American Republic Insurance Company, administrator for
PaineWebber Life Insurance Company, the undersigned is aware of and familiar
with the registration statement filed with the Securities and Exchange
Commission by Painewebber Life Insurance Company as depositor for the
PaineWebber Life Variable Annuity Account ("Separate Account") and the
securities being offered by the Separate Account.
Based on a review of the relevant documents and materials and on the
basis of available information, the undersigned is of the opinion that the
securities issued during fiscal year 1996 by the Separate Account were legally
issued, fully paid and non-assessable.
/s/ Brent B. Green
Brent B. Green
Vice President
General Counsel
