24F-2NT

   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:

     Northwestern Mutual Variable Life Account
     The Northwestern Mutual Life Insurance Company
     720 East Wisconsin Avenue
     Milwaukee, Wisconsin  53202

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

     Variable Life Insurance Policies:  Variable CompLife

3.   Investment Company Act File Number: 811-3989

      Securities Act File Number: 33-89188


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

     December 31, 1995

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: / /


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


7.   Number and amount of securities of the same class of 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:

                -0-

   2


    8.   Number and amount of securities registered during the fiscal year
         other than pursuant to rule 24f-2:

                -0-


    9.   Number and aggregate sale price of securities sold during the fiscal
         year:

                Number:  N/A
                Amount:  $3,727,034


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


                Number:  N/A
                Amount:  $3,727,034


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

                -0-

    12.  Calculation of registration fee:

         (i)    Aggregate sale price of securities sold              $3,727,034
                during the fiscal year in reliance on                ----------
                rule 24f-2 (from Item 10):


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

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

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



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     (v)   Net aggregate price of securities sold and              $  3,727.034 
           issued during the fiscal year in reliance               ------------
           on rule 24f-2 [line (i), plus line (ii),
           less line (iii), plus line (iv)] (if
           applicable):

     (vi)  Multiplier prescribed by Section 6(b) of                x.0003448276
           the Securities Act of 1933 or other                     ------------
           applicable law or regulation:

     (vii) Fee due [line (i) or line (v) multiplied                $   1,285.18
           by line (vi)]:                                          ============

Instruction:    Issuers 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.

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 Commissioner's
     lockbox depository:

     February 26, 1996


                                   SIGNATURES

This report has been signed below by the following person on behalf of the
issuer and in the capacity and on the date indicated.


             By:    GARY E. LONG
                    ----------------------------------------------
                    Gary E. Long
                    Vice President and Controller
                    The Northwestern Mutual Life Insurance Company

             Date:      February 23, 1996

EX-23

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                              February 23, 1996

Board of Trustees
The Northwestern Mutual Life
  Insurance Company
Milwaukee, WI  53202

TO ALL TRUSTEES:

     As Senior Vice President, General Counsel and Secretary of The
Northwestern Mutual Life Insurance Company (the "Company") I have general
supervision of the Law Department of such Company and its legal affairs.  In
such capacity I have supervised the corporate proceedings relating to the
establishment of Northwestern Mutual Variable Life Account (the "Account")
pursuant to the provisions of the Wisconsin Statutes and the issuance and
proposed issuance in connection therewith of Variable CompLife insurance
policies (the "Policies") registered under the Securities Act of 1933 on Form
S-6 (File No. 33-89188).  I have also participated in the preparation of the
Rule 24f-2 Notice dated February 23, 1996 which is to be filed with the
Securities and Exchange Commission for the Account.  In addition, I have
examined such other documents and such questions of law as, in my judgment, are
necessary or appropriate for purposes of this opinion.  Based on the foregoing,
it is my opinion that:

     1.    The Company is a duly organized and validly existing mutual life
           insurance corporation under the laws of the State of Wisconsin, duly
           authorized under such laws to issue and sell life insurance and
           annuity contracts.

     2.    The Account is a separate account of the Company duly created
           and validly existing pursuant to Wisconsin law.

     3.    The issuance and sale of the Policies covered by the Rule 24f-2
           Notice referred to above were duly authorized by the Company and
           duly approved by the Commissioner of Insurance of the State of
           Wisconsin, and the Policies are valid and legally binding
           obligations of the Company in accordance with their terms.



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Board of Trustees
February 23, 1996
Page 2

     I hereby consent to the filing of this opinion as an exhibit to the Rule
24f-2 Notice.

                                         Very truly yours,

                                         JOHN M. BREMER

                                         John M. Bremer
                                         Senior Vice President,
                                           General Counsel and 
                                           Secretary

EX-27

 

<ARTICLE> 6
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A)
NORTHWESTERN MUTUAL VARIABLE LIFE ACCOUNT DECEMBER 31, 1995 FINANCIAL STATEMENTS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH (B) FINANCIAL STATEMENTS.

<MULTIPLIER> 1,000
       
                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                          155,146
<INVESTMENTS-AT-VALUE>                         184,889
<RECEIVABLES>                                      246
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 185,135
<PAYABLE-FOR-SECURITIES>                           199
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           47
<TOTAL-LIABILITIES>                                246
<SENIOR-EQUITY>                                184,889
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                   184,889
<DIVIDEND-INCOME>                                4,153
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   1,050
<NET-INVESTMENT-INCOME>                          3,103
<REALIZED-GAINS-CURRENT>                         1,300
<APPREC-INCREASE-CURRENT>                       30,929
<NET-CHANGE-FROM-OPS>                           35,332
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                               0
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0