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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                RULE 24F-NOTICE

                        KILICO Variable Separate Account
                  One Kemper Drive, Long Grove, Illinois 60049

                              File Number 33-11803

Rule 24f-2(b)(1) under the Investment Company Act of 1940 ("1940 Act").

                                                                           
(i)   Fiscal year for which notice is filed                                    December 31, 1994
                                                                               (fiscal year end)
(ii)  The number of units of the same series,
      if any, which had been registered under the
      Securities Act of 1933 ("1933 Act") other than
      pursuant to Rule 24f-2 but which remained unsold                               -0-
      at the beginning of such fiscal year.                                        (units)

(iii) The number of units, if any, registered during                                 -0-
      such fiscal year other than pursuant to Rule 24f-2.                          (units)
                                                             
(iv)  The number of units sold during such fiscal year.                           4,182,822
                                                                                   (units)

(v)   The number of units sold during such fiscal year in                         4,182,822
      reliance upon registration pursuant to Rule 247-2.*                          (units)
                  
   ---------------



*    Computation of Fee Pursuant to Section 6(b) of the 1933 Act and
     Rule 24f-2(c) under the 1940 Act.

                                                                          
1.   Actual aggregate sale price for which such units
     were sold during the previous fiscal year.                                  $6,514,351.27

2.   Actual aggregate redemption
     price of such units redeemed
     during such previous fiscal year.                     $6,563,294.14

3.   Actual aggregate redemption price of such
     redeemed units previously applied pursuant
     to Section 24e-s(a) under the 1940 Act.              (     -0-      )

4.   Adjustment to aggregate sale price. **                                     $(6,563,294.14)

5.   Aggregate sale price to be used as basis
     of computation of fee.                                                     $       -0-

6.   Fee of 1/29th of 1 percent (.00034482758)                                  $       -0-



* If the amount in 4 exceeds that in 1, the units represented by such excess
  will hereafter be applied pursuant to Section 24(e)-2(a) under the 1940 Act.
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                                   SIGNATURE


     The undersigned Registrant has duly caused this Rule
24f-2 Notice to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Long Grove, State
of Illinois.


DATED:                   KILICO Variable Separate Account
      ------------------      (Name of Registrant)


                         By:   
                             -----------------------------
                                  (Signature)



                             -----------------------------
                                 Robert A. Daniel           
                                     (Name)


                             -----------------------------
                             Vice President and Controller
                                       (Title)



Exhibit:  Opinion of Counsel





    
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[KEMPER LIFE INSURANCE COMPANIES LETTERHEAD]                             [LOGO]



February 22, 1995



KILICO Variable Separate Account
One Kemper Drive
Long Grove, Illinois 60049

Dear Sir or Madam:

Reference is made to your Registration Statement under the Securities Act of
1933 (the "1933 Act") and the Investment Company Act of 1940 (the "1940 Act")
on Form S-6 and all amendments thereto and the Rule 24f-2 Notice ("Notice") to
be filed by you with the Securities and Exchange Commission pursuant to Rule
24f-2 under the 1940 Act for your fiscal year ended December 31, 1994.
Reference is also made to the 4,182,822 units (the "Units") specified in said
Notice as having been sold in reliance upon registration pursuant to Rule
24f-2.  I have examined such documents, certificates and opinions and have made
such investigations as I have deemed necessary for the purposes of this
opinion.

It is my opinion that the Units, the registration of which the Notice makes
definite in number, were legally issued, fully paid and non-assessable.  I
consent to the use of this opinion for or in your Registration Statement on
Form S-6 under the 1933 Act and the 1940 Act and the aforementioned Notice to
be filed pursuant to Rule 24f-2 under the 1940 Act.

Sincerely,



Frank J. Julian
Senior Counsel


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