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:
Glenbrook Life and Annuity Company Variable Annuity Account
3100 Sanders Road
Northbrook, IL 60062
2. NAME OF EACH SERIES OR CLASS OF FUNDS FOR WHICH THIS NOTICE IS FILED:
Not Applicable.
3. INVESTMENT COMPANY ACT FILE NUMBER: 811-07632
SECURITIES ACT FILE NUMBER: 33-91914
SECURITIES ACT FILE NUMBER: 33-60882
4. LAST DAY OF THE 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:
Not Applicable.
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.
8. NUMBER AND AMOUNT OF SECURITIES REGISTERED DURING THE FISCAL YEAR OTHER
THAN PURSUANT TO RULE 24f-2:
None.
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9. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES SOLD DURING THE FISCAL YEAR:
Number of Securities: 7,391,058
Dollar Amount: $63,031,310
10. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES SOLD DURING THE FISCAL YEAR
IN RELIANCE UPON REGISTRATION PURSUANT TO RULE 24f-2:
Number of Securities: 7,391,058
Dollar Amount: $63,031,310
11. NUMBER AND AGGREGATE SALE PRICE OF SECURITIES ISSUED DURING THE FISCAL
YEAR IN CONNECTION WITH DIVIDEND REINVESTMENT PLANS, IF APPLICABLE:
None.
12. CALCULATION OF REGISTRATION FEE:
(i) AGGREGATE SALE PRICE OF SECURITIES
SOLD DURING THE FISCAL YEAR IN RELIANCE
ON RULE 24f-2: $ 63,031,310
(ii) AGGREGATE PRICE OF SHARES ISSUED
IN CONNECTION WITH DIVIDEND
REINVESTMENT PLANS: + 0
(iii) AGGREGATE PRICE OF SHARES
REDEEMED OR REPURCHASED DURING
THE FISCAL YEAR: - 556,099
(iv) AGGREGATE PRICE OF SHARES
REDEEMED OR REPURCHASED AND
PREVIOUSLY APPLIED AS A REDUCTION
TO FILING FEES PURSUANT TO RULE 24e-2: + 0
(v) NET AGGREGATE PRICE OF SECURITIES
SOLD AND ISSUED DURING THE FISCAL YEAR
IN RELIANCE ON RULE 24f-2: = 62,475,211
(vi) MULTIPLIER PRESCRIBED BY SECTION 6(b)
OF THE SECURITIES ACT OF 1933 OR OTHER
APPLICABLE LAW OR REGULATION: x 1/3300
(vii) FEE DUE [LINE (i) OR LINE (v)
MULTIPLIED BY LINE (vi)] = $18,931.88
<PAGE>
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 203.3a). X
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DATE OF MAILING OR WIRE TRANSFER OF FILING FEES TO THE COMMISSION'S LOCKBOX
DEPOSITORY:
Federal Wire Transfer: February 26, 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: /s/ Michael J. Velotta
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NAME: MICHAEL J. VELOTTA
TITLE: VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
DATE: February 26, 1997
GLENBROOK LIFE AND ANNUITY COMPANY
LAW AND REGULATION DEPARTMENT
3100 Sanders Road, J5B
Northbrook, Illinois 60062
February 26, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Rule 24f-2 Notice for
Glenbrook Life and Annuity Company Variable Annuity Account
Glenbrook Life and Annuity Company
Registration No.: 33-91914 and 33-60882
Investment Company Act Registration No.: 811-07632
Dear Sir/Madam:
It is my opinion that the securities issued in accordance with the captioned
filing and which this Notice makes definite in number were legally issued, fully
paid and are nonassessable.
Glenbrook Life and Annuity Company
By: /s/ Michael J. Velotta
----------------------
Michael J. Velotta
Vice President, Secretary and
General Counsel
