UNITED STATES 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
3. Investment Company Act File Number:
811-8814
Securities Act File Number:
33-98062
4. Last day of fiscal year for which this notice is filed: 12/31/98
5. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal
year pursuant to rule 24(f):
$14,205,813
(ii) Aggregate price of securities redeemed or repurchased during
the fiscal year:
$443,856
(iii) Aggregate price of securities redeemed or repurchased
during any prior fiscal year ending no earlier than October 11,
1995 that were not previously used to reduce registration fees
payable to the Commission:
$0
(iv) Total available redemption credits (add Items 5(ii) and
5(iii):
--$443,856
(v) Net sales - if Item 5(i) is greater than Item 5(iv) [subtract
Item 5(iv) from Item 5(i)]:
$13,761,957
(vi) Redemption credits available for use in future years - if
Item 5(i) is less than Item 5(iv) [subtract Item 5(iv) from Item
5(i)]:
$0
(vii) Multiplier for determining registration fee (see Instruction
C.9):
x0.000278
(viii) Registration Fee due (multiply Item 5(v) by Item
5(vii)](enter "0" if no fee is due:
=$3,825.82
8. Total of the amount of the registration fee due plus any interest due [line
5(viii) plus line 7]:
=$3,825.82
9. Date the registration fee and any interest payment was sent to the
Commission's lockbox depository:
February 26, 1999
Method of Delivery: Wire Transfer
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, 1999
