February 26, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
RE: First Citicorp Life Variable Annuity
'33 Act File #33-83354
'40 Act File #811-8732
Commissioners:
With respect to the variable annuity policies funded by the First Citicorp
Life Variable Annuity Separate Account, the initial Registration Statement
registered an indefinite number of securities of the Account pursuant to Rule
24f-2 under the Investment Company Act of 1940, as amended. The Rule 24f-2
Notice makes definite the amount of securities of the Account which were so
registered under the Registration Statements.
I have examined and relied upon copies of the Registration Statements
and all amendments thereto, as well as the Rule 24f-2 Notice, and I have
examined and relied upon originals, or copies certified to my satisfaction,
of such corporate records, documents, certificates and other instruments as
in my judgment are necessary or appropriate to enable me to render the
opinion set forth below.
Based on the foregoing, I am of the opinion that the individual variable
annuity policies funded by the Account and the units of interest thereunder,
the registration of which the Rule 24f-2 Notice makes definite in amount,
were duly authorized and legally issued, and are fully-paid and nonassessable.
I hereby consent to the use of this opinion in connection with the filing of
the Rule 24f-2 Notice.
Very truly yours,
FIRST CITICORP LIFE INSURANCE
COMPANY
/s/Richard M. Zuckerman
Richard M. Zuckerman
Vice President, Associate General Counsel &
Secretary
<PAGE>
Annual Notice of Securities Sold Pursuant to Rule 24F-2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
Form 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read Instruction at end of Form before preparing Form
Please print or type
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1. Name and address of issuer:
First Citicorp Life Insurance Company
One Court Square, 24th Floor
Long Island City, NY 11120
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2. Name of each series or class of funds for which this notice is filed:
Landmark VIP Equity Subaccount
Landmark VIP U.S. Government Subaccount
Landmark VIP International Equity Subaccount
Landmark VIP Balanced Subaccount
Fidelity Growth Subaccount
AIM V.I. Capital Appreciation Subaccount
MFS World Governments Subaccount
MFS Money Market Subaccount
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3. Investment Company Act File Number:
811-8732
Securities Act File Number:
33-83354
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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 for 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):
Not applicable
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<PAGE>
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
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8. Number and amount of securities registered during the current fiscal year
other than pursuant to rule 24f-2:
None
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9. Number and aggregate sale price of securities sold during the fiscal year:
Number of units 6,657,409
Sales price $ 8,949,599
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10. Number and aggregate sales price of securities sold during the current
fiscal year in reliance upon registration pursuant to rule 24f-2:
Number of units 6,657,409
Sales price $ 8,949,599
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11. Number and aggregate sales price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
Not applicable
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12. Calculation of registration fees:
(i) Aggregate sale price of securities issued during the fiscal year in
reliance on rule 24f-2 (from Item 10):
$ 8,949,599
(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):
- $ 1,028,276
(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):
$ 7,921,323
(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or
other applicable law or regulation (see Instruction C.6):
x 1/2900
(vii) Fee Due [line (i) or line (v) multiplied by line (vi)]:
$ 2,731.49
<PAGE>
Instruction: Insurers 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: 2/21/97
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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/ Daniel F. Forcade
Daniel F. Forcade Vice President and Treasurer
Date: 2-19-97
*Please print the name and title of the signing officer below the signature.
