IL ANNUITY & INSURANCE CO SEPARATE ACCOUNT 1
24F-2NT, 1996-02-23
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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

           Read instructions at end of Form before preparing Form.
                            Please print or type.

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1.  Name and address of issuer:
    IL Annuity and Insurance Company Separate Account 1
    2960 North Meridian Street
    Indianapolis, IN 46208

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

    Flexible premium deferred variable annuity contract


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3.  Investment Company Act File Number: 811-8964

    Securities Act File Number: 33-89028

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

    December 31, 1995
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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:

                                                                          /  /

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6.  Date of termination of issuer's declaration under rule 24f-2(a)(1), if
    applicable (see Instruction A.6):



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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 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:

     14 $286,013



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

     14 $286,013


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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):

     Not applicable.


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12.  Calculation of registration fee:

        (i)  Aggregate sale price of securities sold during      $       286,013
             the fiscal year in reliance on rule 24f-2 (from     ---------------
             Item 10): 

       (ii)  Aggregate price of shares issued in connection      +             0
             with dividend reinvestment plans (from Item 11,     ---------------
             if applicable):

      (iii)  Aggregate price of shares redeemed or repurchased   --            0
             during the fiscal year (if applicable):             ---------------

       (iv)  Aggregate price of shares redeemed or repurchased   +             0
             and previously applied as a reduction to filing     ---------------
             fees pursuant to rule 24e-2 (if applicable):

        (v)  Net aggregate price of securities sold and issued           286,013
             during the fiscal year in reliance of rule 24f-2    ---------------
             [line (i), plus line (ii), less line (iii), plus
             line (iv)] (if applicable):

       (vi)  Multiplier prescribed by Section 6(b) of the        X        1/2900
             Securities Act of 1933 or other applicable law      ---------------
             or regulation (see Instruction C.6):

      (vii)  Fee due [line (i) or line (v) multiplied by                  $98.62
             line (vi)]:                                         ===============

Instruction:  Issuers should complete line (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 Commissions' 
     lockbox depository:


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<PAGE>   3

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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/ Gregory J. Carney
                                     President and Chief Executive Officer



Date: 2/22/96
                                   

* Please print the name and title of the signing officer below the signature.

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                                        February 23, 1996



Board of Directors
IL Annuity and Insurance Co.
2960 North Meridian Street
Indianapolis, Indiana 46208

To the Board of Directors:

         This opinion is furnished in connection with the registration of
variable annuity contracts under the Securities Act of 1933 (the "1933 Act")
pursuant to the provisions of Rule 24f-2 under the Investment Company Act of
1940 (the "1940 Act"). In rendering this opinion, I have reviewed such matters
of fact and issues of law as I have deemed necessary or appropriate.

         During the year ended December 31, 1995, IL Annuity and Insurance
Company ("Company") sold $286,013 of variable annuity contracts pursuant to the
Registration Statement on Form N-4 of the IL Annuity and Insurance Co. Separate
Account 1 under the 1933 Act, File No. 33-89028 (the "Account").  The initial
Registration Statement for the Account registered an indefinite amount of
securities of the Account pursuant to Rule 24f-2 under the 1940 Act.  The
registration of the contracts sold during 1995 is to be made definite by the
filing of the Account's Rule 24f-2 Notice on Form 24F-2 in accordance with the
Rule.

         Based on the above, it is my opinion that the individual variable
annuity contracts funded by the Account and the units of interest thereunder,
the registration of which is made definite by the filing of the Rule 24f-2
Notice on Form 24F-2, were legally issued and are legal and binding obligations
of the Company in accordance with their terms.

                                        Very truly yours,

                                        /s/Margaret M. McKinney

                                        Margaret M. McKinney
                                        Vice President, Associate
                                        General Counsel and Secretary



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