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: First SunAmerica Life Insurance Company
733 Third Avenue, 4th Floor
New York, New York 10017
___________________________________________________________________________
2. Name of each series or class of funds
for which this notice is filed: FS Variable Annuity Account Two
___________________________________________________________________________
3. Investment Company Act File Number: 811-8624
Securities Act File Number: 33-81470
____________________________________________________________________________
4. Last day of fiscal year for
which this notice is filed: August 31, 1997
____________________________________________________________________________
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:
[ ]
_____________________________________________________________________________
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A-6):
_____________________________________________________________________________
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:
583,364 units $8,250,316
_____________________________________________________________________________
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
583,364 units $8,250,316
_____________________________________________________________________________
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:)
$ 8,250,316
______________________
(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):
- 626,126
______________________
(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 line (ii), less line
(iii), plus line (iv)] (if applicable):
7,624,190
_______________________
(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
_______________________
(vii) Fee due [line (i) or line (v) multiplied by line (vi)]:
2,310.36
=======================
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: October 28, 1997
_____________________________________________________________________________
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and the dates indicated.
By (Signature and Title) /s/ SCOTT L. ROBINSON
---------------------------
Scott L. Robinson
Senior Vice President and
Treasurer
Date: October 28, 1997
____________________________________________________________________________
First SunAmerica
Life Insurance Company
733 Third Avenue
New York, NY 10017
800-272-3007
Fax: 212-551-5373
[LOGO]FIRST SUNAMERICA
A SunAmerica Company
VIA EDGAR
- ---------
October 28, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
RE: FS Variable Annuity Account Two
First SunAmerica Life Insurance Company
File No. 33-81470
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Ladies and Gentlemen:
Based on a review of the relevant documents and materials and
on the bases of available information, the undersigned is of the
opinion that the securities issued during the fiscal year ended August
31, 1997, if any, by FS Variable Annuity Account Two were legally
issued, fully paid and non-assessable.
I am a member of the Bar of the State of California and the
foregoing opinion is limited to the laws of the State of California
and the federal laws of the United States of America.
Very truly yours,
/s/ SUSAN L. HARRIS
Susan L. Harris
Senior Vice President and Secretary
