24F-2NT

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:
Metropolitan Life Separate Account UL
c/o Metropolitan Life Insurance Company
One Madison Avenue, New York, New York, 10010-3690   

2. Name of each series or class of funds for which this notice is filed:   
   Growth Division, Income Division, Money Market Division
   Diversified Division, Aggressive Growth Division,
   Stock Index Division, International Stock Division









3. Investment Company Act File Number: 811-6025
   Securities Act File Number: 33-32813, 33-47927, 33-57320, and 33-91226

4. Last day of fiscal year for which this notice is filed: December 31, 1996

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 (see Instruction A.6):

                  n/a

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:

                   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: 

                                                            

  **Aggregate sale price of securites sold:                   $175,341,508.51

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

                                                            

  **Aggregate sale price of securites sold:                   $175,341,508.51

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):

    No. of Shares :                                                 1,365,905

    Aggregate Sale Price :                                     $29,952,232.00

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):           $175,341,508.51

(ii) Aggregate price of shares issued in connection with dividend
     reinvestment plans (from Item 11,if applicable):     +    $29,952,232.00

(iii) Aggregate price of shares redeemed or repurchased
      during the fiscal year (if applicable):             -    $12,247,481.03

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


(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)]
     (if applicable):                                         $193,046,259.48

(vi) Multiplier prescribed by Section 6(b) of the Securities
     Act of 1933 or other applicable law or regulation (see
     instruction C.6):                                        x 1/33rd of 1%

(vii) Fee due [line (i) or line (v) multiplied by line
      (vi)]:                                                       $58,498.87
                                                           ==================

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. See instruction C.3.

13. Check box if fees are being remitted to the Commission's lockbox
    depository as described in section 3a of the Commissions Rules of 
    Informal and Other Procedures (17 CFR 202.3a).
                                                                  [x]

    Date of mailing or wire transfer of filing fees to the Commission's 
    lockbox depository:
         February 26, 1997

Metropolitan Life Separate Account UL
Rule 24f-2; For the twelve months ending December 31, 1996
Registration Statement File No. 33-32813,33-47927,33-57320,and 33-91226
File No. 811-6025

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/ Anthony Amodeo
                                Anthony Amodeo
                                Vice President and Actuary
                                Metropolitan Life Insurance Company

Date:                     February 27, 1997

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


  **Rather than shares or units, the securities sold and the securities issued 
    during the fiscal year in connection with dividend reinvestment plans 
    constitute interests in the Separate Account.  The aggregate sales price
    equals the total aggregate amounts allocated to the Separate Account 
    together with any front end sales load and sales charges.
 
 
 

EX-99

U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:    Rule 24f-2
       Notice for Separate Account  UL  of
       Metropolitan Life Insurance Company
       Registration File No. 33-32813, 33-47927, 33-57320, and 33-91226
       File No. 811-6025

Gentlemen:

It is my opinion that the securities issued in connection with the captioned
filing and which this notice makes definite in number were legally issued
and fully paid and are non-assessable.


Sincerely,

/s/ Christoper P. Nicholas
Christoper P. Nicholas
Associate General Counsel
 

February 21, 1997