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APPENDIX I. U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
______________________________________________________________________________
1. Name and address of issuer:
Protective Variable Annuity Separate Account
2801 Highway 280 South
Birmingham, Alabama 35223
______________________________________________________________________________
2. Name of each series or class of funds for which this notice is filed:
Variable Annuity Contracts
______________________________________________________________________________
3. Investment Company Act File Number: 811-8108
Securities Act File Number: 33-70984
______________________________________________________________________________
4. Last day of fiscal year for which this notice is filed:
Year Ended December 31, 1995
______________________________________________________________________________
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:
/ /
______________________________________________________________________________
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
______________________________________________________________________________
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
______________________________________________________________________________
9. Number and aggregate sale price of securities sold during the fiscal
year:
24,421,707 Shares
$182,838,474
_____________________________________________________________________________
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22
______________________________________________________________________________
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2.
24,421,707 Shares
$182,838,474
______________________________________________________________________________
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): $ 182,838,474
__________________
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + N/A
__________________
(iii) Aggregate price of share redeemed or repurchased
during the fiscal year (if applicable): - 2,093,803
__________________
(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): 180,744,671
___________________
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation (see Instruction C.6): x .00034483
___________________
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]:
62,326
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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 and Other Procedures (17 CFR 202.3a).
/X/
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
February 28, 1996
_______________________________________________________________________________
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/ Lizabeth Reynolds Nichols
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Vice President & Associate General Counsel
----------------------------------------------
Date February 27, 1996
-----------------
*Please print the name and title of the signing officer below the signature.
_______________________________________________________________________________
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[Protective Life Corporation Letterhead]
February 27, 1996
Protective Life Corporation
2801 Highway 280 South
Birmingham, Alabama 35223
Gentlemen:
With respect to the registration of an indefinite amount of securities in
the form of certain deferred variable annuity contracts (the "Contracts") on
Form N-4 (file no. 33-70984) under the Securities Act of 1933, as amended, and
the notice pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended, by which the registration under the Securities Act of 1933 of
$182,838,474 in such securities (the "Securities") sold during 1995 was made
definite. I have examined such documents and such law as I considered necessary
and appropriate, and on the basis of such examination, it is my opinion that:
1. The Company is a corporation duly organized and validly existing as a
stock life insurance company under the laws of the State of Tennessee
and is duly authorized by the Department of Commerce and Insurance of
the State of Tennessee to issue the Contracts.
2. The Account is a duly authorized and existing separate account
established pursuant to the provisions of Section 53-3-501 of the
Tennessee Code.
3. To the extent so provided under the Contracts, that portion of the
assets of the account equal to the reserves and other contract
liabilities with respect to the Account will not be chargeable with
liabilities arising out of any other business that the Company may
conduct.
4. The Contracts, when issued as contemplated by the Form N-4
registration statement, will constitute legal, validly issued and
binding obligations of the Company.
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Protective Life Corporation
February 27, 1996
Page 2
I hereby consent to the filing of this opinion as an exhibit to the
Account's notice pursuant to Rule 24f-2.
Sincerely,
/s/ Lizabeth Reynolds Nichols
Lizabeth Reynolds Nichols, Esq.
Vice President,
Senior Associate Counsel
