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:

               Security Life Separate Account L1
               1290 Broadway
               Denver, Colorado 80203-5699

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

               Security Life Separate Account L1 (File No. 33-74190)
               Security Life Separate Account L1 (File No. 33-88148)

3.   Investment Company Act File Number:

                              811-8292

     Securities Act File Number:

                              33-74190
                              33-88148

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

                              December 31

5.   Check box if this notice is being file 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 determination of the issuer's
     24f-2 declaration:
                              [_]

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

                              Not Applicable

 
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:

                              0

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:

                              $104,747,261

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

                              $104,747,261

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 during the fiscal year in
           reliance on Rule 24f-2 (from Item 10):
 
                              $104,747,261

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

     (iii) Aggregate price of shares redeemed or repurchased during the fiscal
           year (if applicable):
 
                              $17,305,662

 
     (iv)  Aggregate price of shares redeemed or repurchased and previously
           applied as a reduction to filing fees pursuant to Rule 24e-2 (if
           applicable):
 
                              $0
 
     (v)   Net aggregate price of securities sold and issued during the fiscal
           year in reliance on Rule 24f-2 [line (i), plus (ii), less line (iii),
           plus line (iv)] (if applicable):
 
                              $87,441,599
 
     (vi)  Multiplier prescribed by Section 6(b) of the Securities Act of 1933
           or other applicable law or regulation:
 
                              x.000295
 
     (vii) Fee due [line (i) or line (v) multiplied by line (vi):
 
                              $25,795.28 

13.  Check box if fees are being remitted to the Commission's lockbox depository
     as described in Section 3a of the Commission's Rule 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, 1998

                                  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:  /s/: STEPHEN M. CHRISTOPHER
     _____________________________________________________________________
     Stephen M. Christopher, President of Security Life of Denver
     Insurance Company, the Depositor of Security Life Separate Account L1

Date:  February 27, 1998