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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:
Security Life Separate Account L1
1290 Broadway
Denver, Colorado 80203-5699
2. Name of each series or class of funds for which this notice is filed:
Security Life Separate Account L1 (File No. 33-74190)
Security Life Separate Account L1 (File No. 33-88148)
3. Investment Company Act File Number:
811-8292
Securities Act File Number:
33-74190
33-88148
4. Last day of fiscal year for which this notice is filed:
December 31
5. Check box if this notice is being file 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 determination of the issuer's
24f-2 declaration:
[_]
6. Date of termination of issuer's declaration under Rule 24f-2(a)(1),
if applicable:
Not Applicable
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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:
0
8. Number and amount of securities registered during the fiscal year other
than pursuant to Rule 24f-2:
0
9. Number and aggregate sale price of securities sold during the fiscal year:
$104,747,261
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to Rule 24f-2:
$104,747,261
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable:
0
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):
$104,747,261
(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):
$17,305,662
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(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 (ii), less line (iii),
plus line (iv)] (if applicable):
$87,441,599
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation:
x.000295
(vii) Fee due [line (i) or line (v) multiplied by line (vi):
$25,795.28
13. Check box if fees are being remitted to the Commission's lockbox depository
as described in Section 3a of the Commission's Rule 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 26, 1998
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/: STEPHEN M. CHRISTOPHER
_____________________________________________________________________
Stephen M. Christopher, President of Security Life of Denver
Insurance Company, the Depositor of Security Life Separate Account L1
Date: February 27, 1998
