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FORM 24F-2
SEPARATE ACCOUNT B
1. Name and Address of issuer:
Colonial Separate Account B
One Granite Place, Concord, New Hampshire 03301
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2. Name of each series or class of funds for which this notice is filed:
World Growth Stock Division, Money Market Division, Gold Stock Division,
Domestic Growth Stock Division, Bond Division, Growth & Income Stock
Division, Capital Growth Division, Balanced Division
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3. Investment Company Act File Number: 811-8470
Securities Act File Number : 33-77496
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4. Last day of fiscal year for which this notice is filed:
December 31, 1996
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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:
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6. Date of termination of issuer's declaration under rule 24f-2(a) (1), if
applicable (see Instruction A.6):
N/A
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7. Number and amounts 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 prior fiscal year, but which remained unsold at the beginning of
the fiscal year.
N/A
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
N/A
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9. Number and aggregate sale price of securities sold during the fiscal year:
N/A
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10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
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0
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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):
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): $ 0
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(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable): + 0
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(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable): - 0
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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
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(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (1), plus line (ii), less line
(iii), plus line (iv)] (if applicable): 0
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(vi) Multiplier prescribed by Section 5(b) of the Securities Act of 1993
or other applicable law or regulation (see Instruction C.6):
x 1/3300
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(vii) Fee due [line (i) or line (v) multiplied by line (vi)]: 0
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Instructions: 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.
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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 CPR 202.3a).
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Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
N/A
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SIGNATURES
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This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
Registration Fees for Certain Investment Companies
By: (Signature and Title)* /s/ Thomas H. Elwood
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Assistant Counsel
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Date February 27, 1997
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* Please print the name and title of the signing officer below the signature.
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February 27, 1997
Securities and Exchange Commission
450 Fifth Avenue
Washington, D.C. 20549
Commissioners:
This opinion is given in connection with the filing by Colonial Separate Account
B ("Separate Account"), a separate account established by Colonial Life
Insurance Company of America ("Colonial Life") pursuant to the insurance laws of
the state of New Jersey and organized as a registered investment trust under the
Investment Company Act of 1940 (the "1940 Act"), of a notice pursuant to Rule
24f-2 (the "24f-2 Notice") under the 1940 Act. In its Registration Statement on
Form S-6 (File No: 33-77496) ("Registration Statement"), filed with the
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933
and the 1940 Act, Separate Account B registered an indefinite number or amount
of its securities and undertook to file the 24f-2 Notices within six months of
its December 31 fiscal year end.
I have examined all pertinent Registration Statements and Amendments and
forms. I have also reviewed all other corporate records, certificates,
documents and statutes that have been deemed relevant in order to render the
opinion expressed herein.
Based upon such examination, I am of the opinion that both Colonial Life and
Separate Account B were validly established and exist under the laws of the
State of New Jersey. The assets allocated to Separate Account B are validly
owned by Colonial Life; however, as provided in the Policies, those assets are
not chargeable with the liabilities arising out of any other business which
Colonial Life may conduct, they are subject only to the charges, fees, and
deductions as set forth in the Registration Statement. The Policies issued by
Colonial Life in connection with the issuance of securities by Separate
Account B have been duly authorized and issued, and constitute binding
obligations of Colonial Life. In conclusion, I am of the opinion that the Units,
the registration of which the 24f-2 Notice makes indefinite in number, are
legally issued, fully paid and nonassessable.
Sincerely,
Thomas Elwood
Assistant Counsel
