UNITED OF OMAHA SEPARATE ACCOUNT C
24F-2NT, 1996-03-12
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MUTUAL OF OMAHA                                  KENNETH W. REITZ, CLU
COMPANIES                                        Associate General Counsel
                                                 3 - Law Division
                                                 Mutual of Omaha Plaza
                                                 Omaha, NE  68175-1008
                                                 Telephone (402) 351-5087
                                                 Voice Mail (402) 351-5400 x5087
                                                 Facsimile (402) 351-5906



February 29, 1996


Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C.  20549

               RE:    Rule 24f-2 Notice for United of Omaha Separate
                      Account C Registration Number 33-72546

Dear Commissioners:

1.      The  period  for which  this  Notice  is  filed is from January 1, 1995 
        through December 31, 1995.

2.      There were no securities  which had been registered under the Securities
        Act of 1933 other  than  pursuant  to this  section  but which  remained
        unsold at the beginning of the fiscal year.

3.      There  were no  securities  registered  during  such  fiscal  year other
        than pursuant to this section.

4.      128 Policies  were  sold  during  this  period  with aggregate  premiums
        of $4,646,749.*

5.      128 Policies were sold during the period with aggregate annual  premiums
        of  $4,646,749  in  reliance  upon  the  registration  pursuant to this
        section.

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 and


*Pursuant to Rule 24f-2(c),  the filing fee accompanying  this Notice represents
one-twenty-ninth of one (1) percent of the calculation following this page.



<PAGE>


non-assessable. They were not fully paid,  however, since  the variable  annuity
contracts issued in  connection  with  the  United of  Omaha Separate Account C 
contemplate the payment of additional premiums.


Sincerely,



Kenneth W. Reitz
Associate General Counsel


- --------------------------------------------------------------------------------
(a)     the actual aggregate sale price                     
        of United of Omaha Separate                         
        Account C securities sold                           
        pursuant to Rule 24f-1 during                       
        the fiscal year                                         $4,646,749
- --------------------------------------------------------------------------------
(b)     reduced by the difference
        between

  (1)   actual aggregate redemption
        price of United of Omaha
        Separate Account C securities
        redeemed during the fiscal
        period; and,                        $2,663,403

  (2)   the actual price of such
        redeemed securities previously
        applied pursuant to Rule 24e-2(a)
        under Section 24(3)(1).             $2,532,997           $130,406
- --------------------------------------------------------------------------------
                                                                 $4,516,343
(c)     registration fee pursuant to
        Section 6(b) of the Securities
        Act of 1993 (either one-twenty-
        ninth of one percent of the result
        above or the minimum fee of ($100)) $ 1,557.36




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