UNITED STATES
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: Investors Life Insurance
One Midland Plaza
Sioux Falls, SD 57193
2. Name of each series or class of funds for which this notice is filed:
Investors Life Separate Account B
3. Investment Company Act File Number:
33-77752
Securities Act File Number:
811-8478
4. Last day of fiscal year for which this notice is filed:
December 31, 1998
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:
N/A
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
application (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 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:
$00.00
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
$00.00
11. Number and aggregate sale price of securities issue during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
NONE
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on rule $ 00.00
24f-2 (from Item 10):
(ii) Aggregate price of shares issued in
connection with dividend reinvestment + 0
plans (from Item 11, if applicable):
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year - 0
(if applicable):
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as + 0
a reduction to filing fees pursuant to
rule 24e-2 (if applicable):
(v) Net aggregate price of securities sold
and issued during the fiscal year in 00.00
reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line
(iv)] (if applicable):
(vi) Multiplier prescribed by Section 6(b) of
the Securities Act of 1933 or other x .00034483
applicable law or regulation (see
Instruction C.6):
(vii) Fee due [line (i), or line (v) multiplied
by line (vi)]: 100.00
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 22, 1999
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/_Thomas_M._Meyer__
Thomas M. Meyer
VP and Chief Financial Officer
Date February 16, 1999
*Please print the name and title of the signing officer below the signature.
<PAGE>
February 10, 1999
Investors Life Insurance Company of Nebraska
Separate Account B
Midland National Life Insurance Company
One Midland Plaza
Sioux Falls, SD 57193
RE: File No. 33-77752
Gentlemen:
This opinion is furnished in connection with the preparation
and filing with the Securities and Exchange Commission of the
above referenced Rule 24f-2 Notice of Investors Life Insurance
Company Separate Account B (the "Account"), pursuant to Rule
24f-2 under the Investment Company Act of 1940.
The Rule 24f-2 Notice is being filed with respect to
individual variable life insurance policies issued by the
Account on or before December 31, 1998 (the "Policies").
I have determined that appropriate action has been taken to
register or qualify the sale of the Policies under any
applicable state or federal laws or regulations pertaining to
offerings and sales of the Policies. I also reviewed that the
Account received the authorized payment for the Policies
in accordance with the terms described in the Account's Registration
Statement on Form S-6 (File No. 33-77752) under the Securities
Act of 1933.
Based on the foregoing, it is my opinion the Policies, the
registration of which the Rule 24f-2 Notice makes definite in
amount, were legally issued, fully paid and non-assessable.
I consent to this opinion accompanying the Rule 24f-2 Notice
when filed with the Securities and Exchange Commission.
Sincerely,
_/s/_Jack_L._Briggs__
Jack L. Briggs
Vice President, Secretary
and General Counsel
