COMPANION LIFE SEPARATE ACCOUNT C
24F-2NT, 1997-02-28
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                     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:

               Companion Life Separate Account C

2.       Name of each series or class of the  funds  for  which  this  notice is
         filed:

               Not applicable

3.       Investment Company Act File Number:

               811-8814 

         Securities Act File Number:

               33-85090

4.       Last day of fiscal year for which this notice is filed:

               12/31/96

5.       Check box if this  notice  is  being filed more than 180 days after the
         closed 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)(l):

               Not applicable

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.

               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:

              37 and $2,046,065

10.      Number and aggregate sale price of securities sold during the fiscal 
         year in reliance upon registration pursuant to rule 24f-2:

              37 and $2,046,065


<PAGE>

11.      Number and aggregate sale  price of securities issued during the fiscal
         year in connection with dividend and reinvestment plans, if applicable:

               Not applicable


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):

                                                                      $2,046,065

         (ii)     Aggregate  price of shares issued in connection  with dividend
                  reinvestment plans (from item 11):

                                                                             $0

         (iii)    Aggregate   price of shares redeemed or repurchased during the
                  fiscal year:

                                                                        $383,682

         (iv)     Aggregate   price  of  shares   redeemed  or  repurchased  and
                  previously  applied as a reduction to filing fees  pursuant to
                  rule 24e-2:

                                                                        $374,652
                                        
         (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):
                    
                                                                      $2,037,035

         (vi)     Multiplier prescribed by Section 6(b) of the Securities Act of
                  1933 or other applicable law or regulation:
    
                                                                          1/3300

         (vii)     Fee due [line (i) or line (v) multiplied by line (vi)]:
                                                  
                                                                         $617.28

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 (17CFR 202.3a.

                    [x]

         Date of mailing or wire  transfer  of filing  fees to the  Commission's
         lockbox depository:

                    February 26, 1997



                                   SIGNATURES

This  report has been  signed  below by the  following  persons on behalf of the
issuer and in the capacities and of the dates indicated.


By/s/ Kenneth W. Reitz-----------

Title-Assistant Secretary--------

Date--February 26, 1997----------


MUTUAL OF OMAHA COMPANIES
                                                       Kenneth W. Reitz, Esquire
                                                    Mutual of Omaha Plaza, 3-Law
                                                      Omaha, Nebraska 68175-1008
                                                                Ph: 402-351-5087
                                                               Fax: 402-351-5906


February 26, 1997


SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, DC 20549

        Re:    RULE 24F-2 NOTICE
               REGISTRANT COMPANION LIFE SEPARATE ACCOUNT C
               DEPOSITOR - COMPANION LIFE INSURANCE COMPANY
               REGISTRATION NUMBER 33-85090

Dear  Commissioners:

1.     The period for which this Notice is filed is from January 1, 1996 through
       December 31, 1996.

2.     There were  no  securities which had been registered under the Securities
       Act of 1933  other  than  pursuant  to this  section  but which  remained
       unsold at the beginning of this fiscal year.

3.     There   were  no  securities registered  during  fiscal  year  other than
       pursuant to this section.

4.     37 Policies  were  sold  during   this  period with aggregate premiums of
       $2,046,065.

5.     37 Policies were sold  during  this  period  with  aggregate  premiums of
       $2,046,065 in reliance upon the registration pursuant to this section.

It is my opinion that the  securities  issued in  accordance  with the captioned
filing and which this Notice makes  definite in number were  legally  issued and
non-assessable.  They were not fully paid,  however,  since the variable annuity
contracts  issued in  connection  with the  Companion  Life  Separate  Account C
contemplate the payment of additional premiums.

Sincerely,

/s/ Kenneth W. Reitz

Kenneth W. Reitz




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