1 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:
Retirement Plan Series Account of
Great-West Life & Annuity Insurance Company
8515 East Orchard Road
Englewood, CO 80111<PAGE>
2.Name of each series or class of funds for which this
notice is filed:
N/A<PAGE>
3.Investment Company Act File Number: 811-8762
Securities Act File Number: 33-83928<PAGE>
4.Last day of fiscal year for
which this notice is filed:
December 31, 1995<PAGE>
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:
<PAGE>
6. Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see Instruction A.6):
N/A<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 year, but which remained unsold at the
beginning of the fiscal year:
N/A<PAGE>
8.Number and amount of securities registered during the
fiscal year
other than pursuant to rule 24f-2:
N/A<PAGE>
9.Number and aggregate sale price of securities sold
during the fiscal
year:
Number of securities sold: 2,944,795
Aggregate price: $ 3,883,598.00<PAGE>
10.Number and aggregate sale
price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of securities sold: 2,944,795
Aggregate price: $ 3,883,598.00<PAGE>
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):
N/A<PAGE>
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):
$ 3,883,598.00
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+ 0.00
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year (if applicable):
- - 0.00
(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (if
applicable):
+ 0.00
(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):
3,883,598.00
(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)]:
$ 1,339.18
____________________
Instruction: Issuer 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.
<PAGE>
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commissions Rules of
Informal and Other Procedures (17 CFR 202.3a).
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
<PAGE>
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/ G.R. Derback
G.R. Derback
Vice President and Controller
Great-West Life & Annuity
Insurance Company
Date 2/23/96
*Please print the name and title of the signing officer below the signature<PAGE>
Beverly A. Byrne
Assistant Counsel and
Assistant Secretary
(303) 689-3817 (tel.)
(303) 689-3827 (fax.)
February 22, 1996
Securities and Exchange Commission
450 Fifth St., N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Retirement Plan Series Account
File No. 811-
Gentlemen:
This letter is furnished as the requisite opinion of counsel described
in paragraph (b)(1)(v) of Rule
24f-2.
I am providing this opinion of counsel in my capacity of Assistant
Counsel and Assistant Secretary
of Great-West Life and Annuity Insurance Company, and act in such capacity in
legal matters concerning
its separate account, Retirement Plan Series Account. In so acting, I have
made such examination of the
law, records and documents as in my judgment are necessary or appropriate to
enable me to render the
opinion expressed below.
I am of the opinion with respect to the aforesaid securities, which are
the securities the registration
of which is made definitive in number by the Rule 24f-2 Notice that this
opinion accompanies, that the
securities were legally issued, fully paid and non-assessable.
Sincerely,
/s/ Beverly A. Byrne
Beverly A. Byrne
Assistant Counsel and
Assistant Secretary
BAB/jem
