<PAGE> 1
Form 24F-2
Annual Notice of Securities Sold Pursuant to Rule 24F-2
December 31, 1996
1. Name and address of issuer:
Paragon Life Insurance Company
100 South Brentwood
St. Louis, MO 63105
2. Name of each series or class of funds for which this notice is
filed:
Fidelity Investments Variable Ins. Fund - Money Market Fund
Fidelity Investments Variable Ins. Fund - High Income Fund
Fidelity Investments Variable Ins. Fund - Growth Fund
Fidelity Investments Variable Ins. Fund - Equity-Income Fund
Fidelity Investments Variable Ins. Fund - Overseas Fund
Fidelity Investments Var. Ins. Fund - Investment Grade Bond Fund
Fidelity Investments Variable Ins. Fund - Asset Manager Fund
Fidelity Investments Variable Ins. Fund - Index 500 Fund
Fidelity Investments Variable Ins. Fund - Contrafund Fund
Fidelity Investments Var. Ins. Fund-Asset Manager Growth Fund
3. Investment Company Act File Number:
811-7982
Securities Act File Number
33-67970
4. Last day of fiscal year for which this notice is filed:
12/31/96
5. Is notice 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 year, but which remained unsold at
the beginning of the fiscal year:
0 units - $0
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
0 units - $0
9. Number and aggregate sale price of securities sold during the
fiscal year:
532818 units - $7689956
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
532818 units - $7689956
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):
<PAGE> 2
0 units - $0
12. Calculation of registration fees:
(i) Aggregate sale price of securities sold during fiscal year
in reliance on rule 24f-2 (from Item 10):
$9584524
(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):
$1894568
(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):
$7689956
(vi) Multiplier prescribed by Section 6(b) of the Securities
Act of 1933 or other applicable law or regulation (see
Instruction C.6):
.00034482758
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
$2651.71
13. Date of wire transfer of filing fees to the Commission
Depository: 2/27/97
<PAGE> 1
CHRISTOPHER A. MARTIN
COUNSEL
PHONE: (314) 444-0499
Fax: (314) 444-0510
February 27, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: PARAGON LIFE INSURANCE COMPANY
SEPARATE ACCOUNT C
(SEC FILE #33-67970)
Dear Sir or Madam:
As Counsel for Paragon Life Insurance Company Separate Account C (SEC File
#33-67970) ("Registrant"), it is my opinion that the units sold by Registrant
were legally issued, fully paid, and nonassessable. I hereby consent to the
use of this opinion in Registrant's Form 24f-2 Annual Notice of Securities
Sold Pursuant to Rule 24f-2 filing.
Sincerely,
/s/ Christopher A. Martin
Christopher A. Martin
CAM:amg/GALIC-18.let
