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Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form
Please print or type.
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1. Name and address of issuer: Massachusetts Mutual Variable Annuity
Separate Account 3
1295 State Street
Springfield, MA 01111-0001
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2. Name of each series or class of funds for which this notice is filed:
Massachusetts Mutual Variable Annuity Separate Account 3 (segment related
to Securities Act file number 33-83798)
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3. Investment Company Act File Number: 811-8758
Securities Act File Number: 33-83798
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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. [_]
Not Applicable
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
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.
Number of Securities: 0
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8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
Number of Securities: 0
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9. Number and aggregate sale price of securities sold during the fiscal year:
Aggregate Sale Price: $96,626,857
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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:
Aggregate Sale Price: $96,626,857
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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):
Aggregate Sale Price: $0
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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):
$ 96,626,857
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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):
- 7,209,578
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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 (i), plus line (ii), less line (iii), plus
line (iv)] (if applicable):
89,417,279
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(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 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)]
27,096.12
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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.
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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 CFR 202.3a). [X]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository.
February 28, 1997
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SIGNATURE
This report has been signed below by the following person on behalf of the
issuer and in the capacity and on the date indicated.
By (Signature and Title)* /s/ Thomas F. English
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Thomas F. English
Second Vice President and
Associate General Counsel
Date February 28, 1997
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*Please print the name and title of the signing officer below the signature.
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February 17, 1997
Securities and Exchange Commission
Document Control - Room 1004
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: Rule 24f-2 Notice
File No. 33-83798
Ladies & Gentlemen:
Massachusetts Mutual Variable Annuity Separate Account 3 ("Separate Account 3")
is a separate investment account established by Massachusetts Mutual Life
Insurance Company ("MassMutual") on January 12, 1994 by the Executive Committee
of MassMutual's Board of Directors in accordance with the provisions of Chapter
175 of the Massachusetts General Laws. Under Massachusetts law, both Separate
Account 3 and MassMutual are subject to regulation by the Massachusetts Division
of Insurance.
Separate Account 3 is preparing to file a Rule 24f-2 Notice (the "Notice") with
the Commission pursuant to Rule 24f-2 (the "Rule") under the Investment Company
Act of 1940, as amended, for the year ended December 31, 1996. As Attorney for
MassMutual, I have acted as counsel to Separate Account 3. I am familiar with
the action taken by the Board of Directors of MassMutual to authorize the
issuance of Separate Account 3 contracts and have examined such documents as I
deem necessary for the purpose of this opinion.
I assume that appropriate action has been taken to register or qualify the sale
of the Securities under any applicable state or federal laws regulating
offerings and sales of securities and that the notice will be timely filed. I
also assume that Separate Account 3 or its authorized agent received the
authorized payment of the Securities in accordance with the terms described in
Separate Account 3's Securities and Exchange Commission
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Securities and Exchange Commission
February 17, 1997
Page 2
Registration Statement on Form N-4 (File No. 33-83798) under the Securities Act
of 1933.
Based on the foregoing I am of the opinion that the Securities were validly
issued, fully paid and non-assessable.
I consent to this opinion accompanying the Notice when filed with the
Commission.
Sincerely,
/s/ James M. Rodolakis
James M. Rodolakis
Attorney
