ACL VARIABLE ANNUITY ACCOUNT 2
N-4 EL, 1996-01-30
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PAGE 1
                SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C.  20549

                             FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933          X 
      
     Pre-Effective Amendment No.      

     Post-Effective Amendment No.     

                              and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT
OF 1940                                                          X 

     Amendment No.      

                  ACL VARIABLE ANNUITY ACCOUNT 2
___________________________________________________________________
                    (Exact Name of Registrant) 

             American Centurion Life Assurance Company
___________________________________________________________________
                        (Name of Depositor)

  20 Madison Avenue Extension, Albany NY  12203                    
  (Address of Depositor's Principal Executive Offices) (Zip Code)

Depositor's Telephone Number, including Area Code (612) 671-3678   

  Mary Ellyn Minenko, IDS Tower 10, Minneapolis, MN 55440-0010     
              (Name and Address of Agent for Service)

It is proposed that this filing will become effective: As soon as
practicable.

DECLARATION REQUIRED BY RULE 24f-2(a)(1)

An indefinite number of shares of securities of the Registrant is
being registered by this Registration Statement.

The Registrant hereby amends the Registration Statement under the
Securities Act of 1933 on such date or dates as may be necessary to
delay its effective date until the Registrant shall file a further
amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission acting pursuant to Section 8(a) may determine.
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PAGE 2
                       CROSS REFERENCE SHEET

Cross reference sheet showing location in the prospectus and
Statement of Additional Information of the information called for
by the items enumerated in Part A and B of Form N-4.

Negative answers omitted from prospectus and Statement of
Additional Information are so indicated.
<TABLE>
<CAPTION>
          PART A                                 PART B
 
                                                        Section in
                  Section                               Statement of
  Item No.        in Prospectus            Item No.     Additional Information
    <C>             <C>                      <C>          <C>
    1               Cover page               15           Cover page

    2               Key terms                16           Table of contents

    3(a)            Expense summary          17(a)        NA
     (b)            The Annuity in brief       (b)        NA
                                               (c)        About American Centurion Life*
    4(a)            Condensed financial
                    information              18(a)        NA
     (b)            Performance information    (b)        NA
     (c)            Financial statements       (c)        Independent auditors
                                               (d)        NA
    5(a)            Cover page; About          (e)        NA
                    American Centurion Life    (f)        NA
     (b)            The variable account
     (c)            The funds                19(a)        Distribution of the contracts*
     (d)            Cover page; The funds                 About American Centurion Life*
     (e)            Voting rights              (b)        NA
     (f)            NA
     (g)            NA                       20(a)        Principal underwriter
                                               (b)        Principal underwriter
    6(a)            Charges                    (c)        NA
     (b)            Charges                    (d)        NA
     (c)            Charges
     (d)            NA                       21(a)        Performance information
     (e)            The funds                  (b)        Performance information
     (f)            NA
                                             22           Calculating Annuity Payouts
    7(a)            Buying your annuity;
                    Benefits in case of      23(a)        NA
                    death;                     (b)        NA
                    The annuity payout
                    period
     (b)            The variable account;
                    Making the most of your
                    annuity
     (c)            The funds; Charges
     (d)            Cover page

    8(a)            The annuity payout period
     (b)            Buying the annuity
     (c)            The annuity payout period
     (d)            The annuity payout period
     (e)            The annuity payout period
     (f)            The annuity payout period

    9(a)            Benefits in case of death
     (b)            Benefits in case of death

   10(a)            Buying your annuity;
                    Valuing your investment
     (b)            Valuing your investment
     (c)            Buying your annuity; Valuing
                    your investment
     (d)            About American Centurion Life

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PAGE 3
   11(a)            Withdrawals from your contract
     (b)            NA
     (c)            Withdrawals from your contract
     (d)            Buying your annuity
     (e)            The annuity in brief

   12(a)            Taxes
     (b)            Key terms
     (c)            NA

   13               NA

   14               Table of contents of the
                    Statement of Additional Information

*Designates page number in the prospectus, which is hereby incorporated by reference
in this Statement of Additional Information.
</TABLE>
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PAGE 4
   
ACL Personal PortfolioSM
_________________, 19__
Variable Annuity Prospectus

The ACL Personal PortfolioSM is a flexible premium variable annuity
contract offered by American Centurion Life Assurance Company
(American Centurion Life) a subsidiary of IDS Life Insurance
Company (IDS Life), which is a subsidiary of American Express
Financial Corporation.  Purchase payments may be allocated among
different accounts, providing variable and/or fixed returns and
payouts.  The annuity is available for qualified and nonqualified
retirement plans.

ACL Variable Annuity Account 2

Sold by:  American Centurion Life Assurance Company.  Home Office: 
20 Madison Avenue Extension, P.O. Box 5555, Albany, NY  12205-0555. 
Telephone:  1-800-504-0469.
    
THIS PROSPECTUS CONTAINS THE INFORMATION ABOUT THE VARIABLE ACCOUNT
THAT YOU SHOULD KNOW BEFORE INVESTING.  Refer to "The variable
account" in this prospectus.
   
THE PROSPECTUS IS ACCOMPANIED OR PRECEDED BY THE FOLLOWING
PROSPECTUSES:  THE RETIREMENT ANNUITY MUTUAL FUND PROSPECTUS
(DESCRIBING IDS LIFE AGGRESSIVE GROWTH FUND, IDS LIFE INTERNATIONAL
EQUITY FUND, IDS LIFE CAPITAL RESOURCE FUND, IDS LIFE MANAGED FUND,
INC., IDS LIFE SPECIAL INCOME FUND, INC. AND IDS LIFE MONEYSHARE
FUND, INC.)  THE OCC ACCUMULATION TRUST (DESCRIBING OCC
ACCUMULATION TRUST MANAGED PORTFOLIO AND OCC ACCUMULATION TRUST
U.S. GOVERNMENT INCOME PORTFOLIO); THE PUTNAM CAPITAL MANAGER TRUST
(DESCRIBING PCM NEW OPPORTUNITIES FUND, PCM GROWTH AND INCOME FUND,
PCM HIGH YIELD FUND AND PCM DIVERSIFIED INCOME FUND); AND GT GLOBAL
VARIABLE INVESTMENT FUNDS (DESCRIBING GT GLOBAL VARIABLE LATIN
AMERICA FUND AND GT GLOBAL VARIABLE NEW PACIFIC FUND).  PLEASE KEEP
THESE PROSPECTUSES FOR FUTURE REFERENCE.
    
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
   
AMERICAN CENTURION LIFE IS NOT A FINANCIAL INSTITUTION, AND THE
SECURITIES IT OFFERS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY ANY FINANCIAL INSTITUTION NOR ARE THEY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD OR ANY OTHER AGENCY.  INVESTMENTS IN THE ANNUITY
INVOLVE INVESTMENT RISK INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
    
<PAGE>
PAGE 5
   
A Statement of Additional Information (SAI) dated ________________
(incorporated by reference into this prospectus) has been filed
with the Securities and Exchange Commission (SEC), and is available
without charge by contacting American Centurion Life at the
telephone number above or by completing and sending the order form
on the last page of this prospectus.  The table of contents of the
SAI is on the last page of this prospectus.
    
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PAGE 6
                         Table of Contents
   
Key terms..................................................... 
The ACL Personal PortfolioSM in brief......................... 
Expense summary............................................... 
Financial statements.......................................... 
Performance information....................................... 
The variable account.......................................... 
The funds..................................................... 
    IDS Life Aggressive Growth Fund........................... 
    IDS Life International Equity Fund........................ 
    IDS Life Capital Resource Fund............................ 
    IDS Life Managed Fund..................................... 
    IDS Life Special Income Fund.............................. 
    IDS Life Moneyshare Fund.................................. 
    OCC Accumulation Trust Managed Portfolio.................. 
    OCC Accumulation Trust U.S. Government Income
        Portfolio............................................. 
    PCM New Opportunities Fund................................ 
    PCM Growth and Income Fund................................ 
    PCM High Yield Fund....................................... 
    PCM Diversified Income Fund............................... 
    GT Global Variable Latin America Fund................. 
    GT Global Variable New Pacific Fund................... 
The fixed account............................................. 
Buying your annuity........................................... 
    The retirement date....................................... 
    Beneficiary............................................... 
    How to make payments...................................... 
Charges....................................................... 
    Contract administrative charge............................ 
    Variable account administrative charge.................... 
    Mortality and expense risk fee............................ 
    Withdrawal charge......................................... 
Valuing your investment....................................... 
    Number of units........................................... 
    Accumulation unit value................................... 
    Net investment factor..................................... 
    Factors that affect variable subaccount
        accumulation units.................................... 
Making the most of your annuity............................... 
    Automated dollar-cost averaging........................... 
    Transferring money between subaccounts.................... 
    Transfer policies......................................... 
    Two ways to request a transfer or a withdrawal............ 
Withdrawals from your contract................................ 
    Withdrawal policies....................................... 
    Receiving payment when you request a withdrawal........... 
TSA-special withdrawal provisions............................. 
Changing ownership............................................ 
Benefits in case of death..................................... 
The annuity payout period..................................... 
    Annuity payout plans...................................... 
    Death after annuity payouts begin......................... 
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PAGE 7
Taxes......................................................... 
Voting rights................................................. 
Substitution of investments................................... 
Distribution of the contracts................................. 
About American Centurion Life................................. 
Regular and special reports................................... 
Table of contents of the Statement of Additional
    Information............................................... 
    
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Key terms

These terms can help you understand details about your annuity.

Annuity - A contract purchased from an insurance company that
offers tax-deferred growth of the contract owner's investment until
earnings are withdrawn, and that can be tailored to meet the
specific needs of the individual during retirement.

Accumulation unit - A measure of the value of each variable
subaccount before annuity payouts begin. 

Annuitant - The person on whose life or life expectancy the annuity
payouts are based.

Annuity payouts - An amount paid at regular intervals under one of
several plans available to the owner and/or any other payee.  This
amount may be paid on a variable or fixed basis. 

Annuity unit - A measure of the value of each variable subaccount
used to calculate the annuity payouts you receive. 

Beneficiary - The person designated to receive annuity benefits in
case of the owner's or annuitant's death.
   
Close of business - When the New York Stock Exchange (NYSE) closes,
normally 4 p.m. Eastern time.
    
Code - Internal Revenue Code of 1986, as amended.

Contract value - The total value of your annuity before any
applicable withdrawal charge and any contract administrative charge
have been deducted.

Contract year - A period of 12 months, starting on the effective
date of your contract and on each anniversary of the effective
date.
   
Fixed account - An account to which you may allocate purchase
payments.  Amounts allocated to this account earn interest at rates
that are declared periodically by American Centurion Life.  
    
Mutual funds (funds) - Fourteen mutual funds or portfolios, each
with a different investment objective.  (See "The funds.")  You may
allocate your purchase payments into variable subaccounts investing
in shares of any or all of these funds.

Owner (you, your) - The person who controls the annuity (decides on
investment allocations, transfers, payout options, etc.).  Usually,
but not always, the owner is also the annuitant.  The owner is
responsible for taxes, regardless of whether he or she receives the
annuity's benefits.
   
Purchase payments - Payments made to American Centurion Life for an
annuity.
    
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PAGE 9
Qualified annuity -  An annuity purchased for a retirement plan
that is subject to applicable federal law and any rules of the plan
itself.  These plans include:

o  Individual Retirement Annuities (IRAs)
o  Simplified Employee Pension Plans (SEPs)
o  Section 401(k) plans
o  Custodial and trusteed pension and profit-sharing plans
o  Tax-Sheltered Annuities (TSAs)
       
Generally only lump sum payments (rollovers or transfers) will be
suitable for qualified annuity purchases (other than IRAs).

All other annuities are considered nonqualified annuities.

Retirement date - The date when annuity payouts are scheduled to
begin.  This date is first established when you start your
contract.  You can change it in the future.
 
Withdrawal charge - A deferred sales charge that may be applied if
you make a withdrawal from your annuity before the retirement date.

Withdrawal value - The amount you are entitled to receive if you
fully withdraw your annuity.  It is the contract value minus any
applicable withdrawal charge and contract administrative charge. 

Valuation date - Any normal business day, Monday through Friday,
that the NYSE is open.  The value of each variable subaccount is
calculated at the close of business on each valuation date.

Variable account - Consists of fourteen separate subaccounts to
which you may allocate purchase payments; each invests in shares of
one mutual fund. (See "The variable account.") The value of your
investment in each variable subaccount changes with the performance
of the particular fund.
   
The ACL Personal PortfolioSM in brief

Purpose:  The ACL Personal PortfolioSM is designed to allow you to
build up funds for retirement. You do this by making one or more
investments (purchase payments) that may earn returns that increase
the value of the annuity.  Beginning at a specified future date
(the retirement date), the annuity provides lifetime or other forms
of payouts to you or to anyone you designate.

Ten-day free look: You may return your annuity to your agent or our
Albany home office within 10 days after it is delivered to you and
receive a full refund of all of your purchase payment.  No charges
will be deducted.
    
Accounts:  You may allocate your purchase payments among any or all
of:

o  fourteen variable subaccounts of the variable account, each of
   which invests in mutual funds with a particular investment
   objective.  The value of each variable subaccount varies with
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PAGE 10
   the performance of the particular fund.  We cannot guarantee
   that the value at the retirement date will equal or exceed the
   total of purchase payments allocated to the variable
   subaccounts.  (p.   )
   
o  one fixed account, which earns interest at rates that are
   adjusted periodically by American Centurion Life.  (p.   )

Buying the annuity: Your agent will help you complete and submit an
application.  Applications are subject to acceptance at our Albany
home office.  You may buy a nonqualified annuity or a qualified
annuity including an IRA.  Payment must be made in a lump sum with
the option of additional payments in the future.
    
o  Minimum initial payment - $5,000 ($2,000 for qualified
   annuities)
o  Minimum additional payment - $500
o  Maximum total payment(s) (without prior approval)  - $1,000,000

Transfers:  Subject to certain restrictions you may redistribute
your money among accounts without charge at any time until annuity
payouts begin, and once per contract year among the variable
subaccounts thereafter.  You may establish automated transfers
among the fixed account and variable subaccount(s).  (p.   )

Withdrawals: You may withdraw all or part of your contract value at
any time before the retirement date.  You also may establish
automated partial withdrawals.  Withdrawals may be subject to
charges and tax penalties (including a 10% IRS penalty if
withdrawals are made prior to your reaching age 59 1/2) and may
have other tax consequences; also, certain restrictions apply.
(p.   )

Changing ownership: You may change ownership of a nonqualified
annuity by written instruction, however, such changes of
nonqualified annuities may have federal income tax consequences. 
Certain restrictions apply concerning change of ownership of a
qualified annuity.  (p.   )

Payment in case of death: If you or the annuitant dies before
annuity payouts begin, we will pay the beneficiary an amount at
least equal to the contract value.  (p.   )

Annuity payouts: The contract value of your investment can be
applied to an annuity payout plan that begins on the retirement
date.  You may choose from a variety of plans to make sure that
payouts continue as long as they are needed.  If you purchased a
qualified annuity, the payout schedule must meet requirements of
the qualified plan.  Payouts may be made on a fixed or variable
basis, or both.  Total monthly payouts include amounts from each
variable subaccount and the fixed account.  (p.   )

Taxes: Generally, your annuity grows tax-deferred until you fully
withdraw it or begin to receive payouts.  (Under certain
circumstances, IRS penalty taxes may apply.)  Even if you direct
payouts to someone else, you will still be taxed on the income if
you are the owner.  (p.   )
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PAGE 11
   
Charges: Your ACL Personal PortfolioSM is subject to a $30 annual
contract administrative charge, a 0.25% variable account
administrative charge, a 1.25% mortality and expense risk fee, and
a withdrawal charge.  (p.   )

Expense summary 

The purpose of this summary is to help you understand the various
costs and expenses associated with the ACL Personal PortfolioSM.

You pay no sales charge when you purchase the ACL Personal
PortfolioSM.  All costs that you bear directly or indirectly for
the variable subaccounts and underlying mutual funds are shown
below.  Some expenses may vary as explained under "Contract
charges."
    
Direct charges.  These are deducted directly from the contract
value.  They include:

Withdrawal charge:  The withdrawal charge starts at 7% of the
purchase payment in the first contract year of payment receipt and
decreases by 1% each contract year thereafter.  There is no
withdrawal charge on earnings and on purchase payments we received
in any contract year six or more years prior to the contract year
of withdrawal.

Annual contract administrative charge:  $30.

Indirect charges.  The variable account pays these expenses out of
its assets.  They are reflected in the variable subaccounts' daily
accumulation unit values and are not charged directly to your
account.  They include:

Mortality and expense risk fee:  1.25% per year, deducted from the
subaccounts of the variable account as a percentage of the average
daily net assets of the underlying fund.

Variable account administrative charge:  0.25% per year, deducted
from the subaccounts of the variable account as a percentage of the
average daily net assets of the underlying fund.

Operating expenses of underlying mutual funds:  management fees and
other expenses deducted as a percentage of average net assets as
follows:
   
<TABLE>
<CAPTION>
                                                                                                               OCC
                      IDS Life      IDS Life        IDS Life                  IDS Life                     Accumulation
                     Aggressive   International     Capital     IDS Life       Special      IDS Life      Trust Managed
                       Growth        Equity         Resource     Managed       Income      Moneyshare       Portfolio
  <S>                <C>          <C>               <C>         <C>           <C>          <C>            <C>
  Management fees        

  Other expenses         [ to be filed by amdendment ]

  Total                  
<PAGE>
PAGE 12
                        OCC
                    Accumulation
                   Trust U.S. Gov-                    PCM                       PCM        GT Global      GT Global
                   ernment Income     PCM New      Growth and   PCM High    Diversified     Variable       Variable
                     Portfolio     Opportunities     Income       Yield        Income     Latin America   New Pacific

  Management fees        

  Other expenses         [ to be filed by amendment ]

  Total                  

* Annualized operating expenses of underlying mutual funds at Dec.
31, 199_.

Example:*

                                                                                                          OCC
                 IDS Life      IDS Life        IDS Life                  IDS Life                     Accumulation
                Aggressive   International     Capital     IDS Life       Special      IDS Life      Trust Managed
                  Growth        Equity         Resource     Managed       Income      Moneyshare       Portfolio
 
  You would pay the following expenses on a $1,000 investment, assuming 5% annual return and full withdrawal at the end of
  each time period:

  1 year           

  3 years               [ to be filed by amendment ]

  5 years         

 10 years         

  You would pay the following expenses on the same investment assuming no withdrawal or selection of an annuity payout plan
  at the end of each time period:

  1 year           

  3 years          

  5 years               [ to be filed by amendment ]

 10 years         

                   OCC
               Accumulation
              Trust U.S. Gov-                     PCM                       PCM        GT Global       GT Global
              ernment Income     PCM New      Growth and   PCM High     Diversified     Variable        Variable
                Portfolio     Opportunities     Income       Yield        Income      Latin America   New Pacific

  You would pay the following expenses on a $1,000 investment, assuming 5% annual return and full withdrawal at the
  end of each time period:

  1 year           

  3 years         

  5 years               [ to be filed by amendment ]

 10 years         

  You would pay the following expenses on the same investment assuming no withdrawal or selection of an annuity payout
  plan at the end of each time period:

  1 year           

  3 years          

  5 years               [ to be filed by amendment ]

 10 years         
</TABLE>
    
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PAGE 13
This example should not be considered a representation of past or
future expenses.  Actual expenses may be more or less than those
shown. 

* In this example, the $30 annual contract administrative charge is
approximated as a .___% charge based on the estimated average
contract size.

Financial statements
   
[To be filed by amendment]

Performance information

Performance information for the variable subaccounts may appear
from time to time in advertisements or sales literature.  In all
cases, such information reflects the performance of a hypothetical
investment in a particular subaccount during a particular time
period.  The following performance figures are calculated on the
basis of historical performance of the funds.  The performance
figures relating to these funds assume that the contract was in
existence prior to _____________, which it was not.  Beginning
_____________, when these funds became available as investment
options under the contract, actual values are used for the
calculations.  Calculations are performed as follows:
    
Simple yield - IDS Life Moneyshare Subaccount:  Income over a given
seven-day period (not counting any change in the capital value of
the investment) is annualized (multiplied by 52) by assuming that
the same income is received for 52 weeks.  This annual income is
then stated as an annual percentage return on the investment. 

Compound yield - IDS Life Moneyshare Subaccount:  Calculated like
simple yield, except that, when annualized, the income is assumed
to be reinvested. Compounding of reinvested returns increases the
yield as compared to a simple yield.
   
         Annualized Yields based on Seven-Day Period ended
                           Dec. 31, 199_

Subaccount investing in:           Simple Yield      Compound Yield
IDS Life Moneyshare Fund                   %                   %
    
Yield - Special Income Subaccount:  Net investment income (income
less expenses) per accumulation unit during a given 30-day period
is divided by the value of the unit on the last day of the period. 
The result is converted to an annual percentage.
   
    Annualized yield based on 30-Day Period ended Dec. 31, 199_

Subaccount investing in:           Yield
IDS Life Special Income Fund            %
    
Average annual total return:  Expressed as an average annual
compounded rate of return of a hypothetical investment over a
period of one, five and 10 years (or up to the life of the account 
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PAGE 14
if it is less than 10 years old).  This figure reflects deduction
of all applicable charges, including the contract administrative
charge, variable account administrative charge, mortality and
expense risk fee, and withdrawal charge, assuming a full withdrawal
at the end of the illustrated period.  Optional average annual
total return quotations may be made that do not reflect a
withdrawal charge deduction (assuming no withdrawal).
   
    Average Annual Total Return For Period Ended Dec. 31, 199_:
<TABLE>
<CAPTION>
Average Annual Total Return with Withdrawal
                                                                                            Since
Subaccount investing in:                                1 Year     5 Year     10 Year     Inception
<S>                                                     <C>        <C>        <C>         <C>
IDS LIFE
  Aggressive Growth Fund (1/92)*                       
  Capital Resource Fund (10/81)                        
  International Equity Fund (1/92)                     
  Managed Fund (4/86)                                  
  Moneyshare Fund (10/81)                              
  Special Income Fund (10/81)                          

OCC ACCUMULATION TRUST                                            [To be filed by amendment]
  Managed Portfolio (8/88)

GT GLOBAL
  Variable Latin America Fund (2/93)                   
  Variable New Pacific Fund (2/93)                     

PCM
  New Opportunities Fund (5/94)                        
  Growth & Income Fund (2/88)                          
  High Yield Fund (2/88)                               
  Diversified Income Fund (9/93)                       

*Inception dates of the funds are shown in parentheses.

Average Annual Total Return without Withdrawal

                                                                                            Since
Subaccount investing in:                                1 Year     5 Year     10 Year     Inception

IDS Life
  Aggressive Growth Fund (1/92)*                        
  Capital Resource Fund (10/81)                         
  International Equity Fund (1/92)                      
  Managed Fund (4/86)                                   
  Moneyshare Fund (10/81)                               
  Special Income Fund (10/81)                           

OCC ACCUMULATION TRUST                                            [To be filed by amendment]
  Managed Portfolio (8/88)

GT GLOBAL
  Variable Latin America (2/93)                        
  Variable New Pacific Fund (2/93)                     

PCM
  New Opportunities Fund (5/94)                         
  Growth & Income Fund (2/88)                           
  High Yield Fund (2/88)                                
  Diversified Income Fund (9/93)                        

*Inception dates of the funds are shown in parentheses.
</TABLE>
    
<PAGE>
PAGE 15
   
Aggregate total return:  Represents the cumulative change in value
of an investment over a specified period of time (reflecting change
in a subaccount's accumulation unit value).  The calculation
assumes reinvestment of investment earnings and reflects deduction
of all applicable charges, including the contract administrative
charge and mortality and expense risk fee.  Aggregate total return
may be shown by means of schedules, charts or graphs.
    
Performance information should be considered in light of the
investment objectives and policies, characteristics and quality of
the fund in which the subaccount invests, and the market conditions
during the given time period.  Such information is not intended to
indicate future performance.  Because advertised yields and total
return figures include all charges attributable to the annuity,
which has the effect of decreasing advertised performance,
subaccount performance should not be compared to that of mutual
funds that sell their shares directly to the public.  (See the SAI
for a further description of methods used to determine yield and
total return for the subaccounts.)
   
If you would like additional information about actual performance,
contact American Centurion Life at the address or telephone number
on the cover.
    
The variable account

Purchase payments can be allocated to any or all of the subaccounts
of the variable account that invest in shares of the following
funds:

                                                Subaccount
   
IDS Life Aggressive Growth Fund                    
IDS Life International Equity Fund                 
IDS Life Capital Resource Fund                     
IDS Life Managed Fund                              
IDS Life Special Income Fund                       
IDS Life Moneyshare Fund                           
OCC Accumulation Trust Managed Portfolio                            
OCC Accumulation Trust U.S. Government
    Income Portfolio               
PCM New Opportunities Fund                         
PCM Growth and Income Fund                         
PCM High Yield Fund                                
PCM Diversified Income Fund                        
GT Global Variable Latin America Fund          
GT Global Variable New Pacific Fund            

Each variable subaccount meets the definition of a separate account
under federal securities laws.  Income, capital gains and capital
losses of each subaccount are credited or charged to that 
subaccount alone.  No variable subaccount will be charged with
liabilities of any other variable account or of our general
business.
    
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PAGE 16
   
The variable account was established under New York law on October
12, 1995, and the subaccounts are registered together as a single
unit investment trust under the Investment Company Act of 1940 (the
1940 Act).  This registration does not involve any supervision of
our management or investment practices and policies by the SEC.   
    
The funds

IDS Life Aggressive Growth Fund
Objective: capital appreciation.  Invests primarily in common stock
of small- and medium-size companies.

IDS Life International Equity Fund
Objective: capital appreciation.  Invests primarily in common stock
of foreign issuers and foreign securities convertible into common
stock.  
   
IDS Life Capital Resource Fund
Objective: capital appreciation.  Invests primarily in U.S. common
stocks and other securities convertible into common stock,
diversified over many different companies in a variety of
industries.
    
IDS Life Managed Fund
Objective: maximum total investment return.  Invests primarily in
U.S. common stocks listed on national securities exchanges,
securities convertible into common stock, warrants, fixed income
securities (primarily high-quality corporate bonds) and money
market instruments.  

IDS Life Special Income Fund
Objective: to provide a high level of current income while
conserving the value of the investment for the longest time period. 
Invests primarily in high-quality, lower-risk corporate bonds
issued by many different companies in a variety of industries, and
in government bonds. 

IDS Life Moneyshare Fund
Objective: maximum current income consistent with liquidity and
conservation of capital.  Invests in high-quality money market
securities with remaining maturities of 13 months or less.  The 
fund also will maintain a dollar-weighted average portfolio
maturity not exceeding 90 days.  The fund attempts to maintain a
constant net asset value of $1 per share.
   
OCC Accumulation Trust Managed Portfolio 
Objective: Growth of capital over time.  Invests primarily in
common stocks, bonds and money market and cash equivalent
securities.

OCC Accumulation Trust U.S. Government Income Portfolio
Objective: to provide a high level of current income together with
protection of capital.  Invests exclusively in debt obligations, 
including mortgage-backed securities, issued or guaranteed by the
United States government, its agencies or instrumentalities.
    
<PAGE>
PAGE 17
PCM New Opportunities Fund 
Objective: long-term capital appreciation.  Invests primarily in
common stocks of companies in sectors of the economy which may
possess above average long-term growth potential.

PCM Growth and Income Fund 
Objective: capital growth and current income.  Invests primarily in
common stocks that offer potential for capital growth, current
income, or both.

PCM High Yield Fund 
Objective: high current income and, when consistent with this
objective, a secondary objective of capital growth.  Invests 
primarily in high-yielding, lower-rated fixed income securities,
constituting a diversified portfolio which is believed not to
involve undue risk to income or principal.

PCM Diversified Income Fund 
Objective: high current income consistent with capital
preservation.  Invests in the following three sectors of the fixed
income securities markets: U.S. government sector, high yield
sector and international sector.
   
GT Global Variable Latin America Fund 
Objective: capital appreciation.  Invests primarily in a broad
range of securities including common and preferred stock, rights,
warrants and securities convertible into common stock, as well as
bonds, notes, debentures or other forms of indebtedness of Latin
American issuers.

GT Global Variable New Pacific Fund 
Objective: long-term growth of capital.  Invests under normal
circumstances, at least 65% of its assets in equity securities of
issuers domiciled in its Primary Investment Area: Australia, Hong
Kong, Indonesia, Malaysia, New Zealand, the Philippines, Singapore,
South Korea, Taiwan and Thailand.

All funds are available to serve as the underlying investment for
variable annuities, and some funds also are available to serve as
the underlying investment for variable life insurance contracts. 
It is conceivable that in the future it may be disadvantageous for
variable annuity separate accounts and variable life insurance
separate accounts to invest in the available funds simultaneously. 
Although American Centurion Life and the funds do not currently
foresee any such disadvantages either to variable annuity contract
owners or to variable life insurance policyowners, the boards of
directors or trustees of the appropriate funds will monitor events
in order to identify any material conflicts between such contract
owners and policyowners and to determine what action, if any,
should be taken in response to a conflict.  If a board were to
conclude that separate funds should be established for variable 
life insurance and variable annuity separate accounts, the variable
annuity contract holders would not bear any expenses associated
with establishing separate funds.
    
<PAGE>
PAGE 18
The Internal Revenue Service (IRS) has issued final regulations
relating to the diversification requirements under Section 817(h)
of the Code.  Each mutual fund intends to comply with these
requirements.

The U.S. Treasury and the IRS have indicated they may provide
additional guidance concerning how many variable subaccounts may be
offered and how many exchanges among variable subaccounts may be
allowed before the owner is considered to have investment control,
and thus is currently taxed on income earned within variable
subaccount assets.  We do not know at this time what the additional
guidance will be or when action will be taken.  We reserve the
right to modify the contract, as necessary, to ensure that the
owner will not be subject to current taxation as the owner of the
variable subaccount assets.

We intend to comply with all federal tax laws to ensure that the
contract continues to qualify as an annuity for federal income tax
purposes.  We reserve the right to modify the contract as necessary
to comply with any new tax laws.
   
IDS Life, IDS Tower 10, Minneapolis, MN 55440, is the investment
manager for each of the IDS Life funds.  OpCap Advisors, One World
Financial Center, New York, NY 10281, is the investment manager for
the OCC Accumulation Trust portfolios.  Putnam Investment
Management, Inc., One Post Office Square, Boston, MA 02109, is the
investment manager for the PCM funds.  LGT Asset Management, Inc.,
50 California Street, San Francisco, CA 94111, is the investment
manager for the GT Global Funds.

The investment managers cannot guarantee that the funds will meet
their investment objectives.  Please read the prospectuses for the
funds for complete information on investment risks, deductions,
expenses and other facts you should know before investing.  These 
prospectuses are available by contacting American Centurion Life at
the home office address or telephone number on the front of this
publication.

The fixed account 

Purchase payments can also be allocated to the fixed account.  The
value of the fixed account increases as interest is credited to the
account.  Purchase payments and transfers to the fixed account
become part of the general account of American Centurion Life, the
company's main portfolio of investments.  Interest is credited
and compounded daily to produce an effective annual interest rate. 
We may change the interest rates from time to time.
    
Because of exemptive and exclusionary provisions, interests in the
fixed account have not been registered under the Securities Act of
1933 (1933 Act), nor is the fixed account registered as an
investment company under the 1940 Act.  Accordingly, neither the 
fixed account nor any interests in it are generally subject to the
provisions of the 1933 or 1940 Acts, and we have been advised that
the staff of the SEC has not reviewed the disclosures in this
prospectus that relate to the fixed account.  Disclosures regarding
<PAGE>
PAGE 19
the fixed account, however, may be subject to certain generally 
applicable provisions of the federal securities laws relating to
the accuracy and completeness of statements made in prospectuses.

Buying your annuity
   
Your agent will help you prepare and submit your application, and
send it along with your initial purchase payment to our Albany home
office.  As the owner, you have all rights and may receive all
benefits under the contract.  You cannot buy an annuity if you are
90 or older or be an annuitant if you are 76 or older.
    
When you apply, you can select:
o  the subaccount(s) or fixed account in which you want to invest;
o  how you want to make purchase payments;
o  the date you want to start receiving annuity payouts (the
   retirement date); and
o  a beneficiary.

If your application is complete, we will process it and apply your
purchase payment to your subaccount(s) and fixed account within two
days after we receive it.  If your application is accepted, we will
send you a contract.  If we cannot accept your application within
five days, we will decline it and return your payment.  We will
credit additional purchase payments to your account(s) at the next
close of business.  

The retirement date 
   
Upon processing your application we will establish the retirement
date to the maximum age or date as specified below.  You can also
select a date within the maximum limits.  This date can be aligned
with your actual retirement from a job, or it can be a different
future date, depending on your needs and goals and on certain
restrictions.  You can also change the date, provided you send us
written instructions at least 30 days before annuity payouts begin.
    
For nonqualified annuities, the retirement date must be:
   
o  no earlier than the 60th day after the contract's effective
   date; and 
o  no later than the annuitant's 85th birthday.
    
For qualified annuities, to avoid IRS penalty taxes, the retirement
date generally must be:
   
o  on or after the annuitant reaches age 59 1/2;
o  by April 1 of the year following the calendar year when the
   annuitant reaches age 70 1/2.

If you are taking the minimum IRA or TSA distributions as required
by the Code from another tax-qualified investment, or in the form 
of partial withdrawals from this annuity, annuity payouts can start
as late as the annuitant's 85th birthday.
    
<PAGE>
PAGE 20
Beneficiary

If death benefits become payable before the retirement date, your
named beneficiary will receive all or part of the contract value. 

If there is no named beneficiary, then you or your estate will be
the beneficiary.  (See "Payment in case of death" for more about
beneficiaries.)

Minimum payment

If single payment:

Nonqualified:      $5,000
Qualified:         $2,000

Minimum additional purchase payment(s):       $500

Maximum payment(s):     $1,000,000 of cumulative payments without
                        prior approval

How to make payments

By letter

Send your check along with your name and account number to:

Regular mail:
   
American Centurion Life Assurance Company
P.O. Box 5555
Albany, NY  12205-0555

Express mail:

American Centurion Life Assurance Company
20 Madison Avenue Extension
Albany, NY  12205
    
Charges 

Contract administrative charge
This fee is for establishing and maintaining your records.  We
deduct $30 from the contract value on your contract anniversary at 
the end of each contract year.  We will waive this charge when the
contract value is $50,000 or more on the current contract
anniversary.

If you take a full withdrawal from your contract, the $30 annual
charge will be deducted at the time of withdrawal.  The annual
charge cannot be increased and does not apply after annuity payouts
begin.

Variable account administrative charge
This charge is applied daily to the variable subaccounts and
reflected in the unit values of the subaccounts.  Annually, it 
<PAGE>
PAGE 21
totals 0.25% of their average daily net assets.  It covers certain 
administrative and operating expenses of the subaccounts such as
accounting, legal and data processing fees and expenses involved in
the preparation and distribution of reports and prospectuses.  The
variable account administrative charge cannot be increased.

Mortality and expense risk fee 
This fee is to cover the mortality risk and expense risk and is
applied daily to the variable subaccounts and reflected in the unit
values of the subaccounts.  The subaccounts pay this fee at the
time dividends are distributed from the funds in which they invest. 
Annually the fee totals 1.25% of the subaccounts average daily net
assets.  Approximately two-thirds of this amount is for our
assumption of mortality risk, and one-third is for our assumption
of expense risk.  This fee does not apply to the fixed account. 
   
Mortality risk arises because of our guarantee to pay a death
benefit and our guarantee to make annuity payouts according to the
terms of the contract, no matter how long a specific annuitant
lives and no matter how long the entire group of American Centurion
Life annuitants live.  If, as a group, American Centurion Life
Annuitants outlive the life expectancy we have assumed in our
actuarial tables, then we must take money from our general assets
to meet our obligations.  If, as a group, American Centurion Life
Annuitants do not live as long as expected, we could profit from
the mortality risk fee.  Expense risk arises because the contract
administrative charge cannot be increased and may not cover our
expenses.  Any deficit would have to be made up from our general
assets.
    
We do not plan to profit from the contract administrative charge or
the variable account administrative charge.  However, we hope to
profit from the mortality and expense risk fee.  We may use any
profits realized from this fee for any proper corporate purpose,
including, among others, payment of distribution (selling)
expenses.  We do not expect that the withdrawal charge, discussed
in the following paragraphs, will cover sales and distribution
expenses.

Withdrawal charge
If you withdraw part or all of your contract, you may be subject to
a withdrawal charge.  The withdrawal amount you request is
determined by drawing from your total contract value in the
following order:

1. First we withdraw up to 10% of your prior anniversary account
value not yet withdrawn this contract year.  There is no withdrawal
charge on withdrawals totaling up to 10% of your prior anniversary
value each contract year.
 
2. Next we withdraw any contract earnings (contract value minus all
purchase payments received and not previously withdrawn) in excess
of the annual 10% free withdrawal amount.  There is no withdrawal
charge on contract earnings.
<PAGE>
PAGE 22
3. Next, if necessary, we withdraw the old purchase payments,
starting with the first purchase payment made and not previously
withdrawn.  There is no withdrawal charge on old payments that we
received in any contract year six or more years prior to the
contract year of withdrawal.

4. Finally, if necessary, we withdraw new purchase payments.  These
are payments that we received during the contract year of
withdrawal and during the six immediately preceding contract years. 
There is a withdrawal charge on new payments.  We determine your
withdrawal charge by multiplying each of your new payments by the
applicable withdrawal charge percentage, and then summing the total
withdrawal charges.

The new payment withdrawal charge percentage depends on the number
of contract years since you made the payment(s).

Contract Years From
Payment Receipt                      Withdrawal Charge Percentage
      1                                           7%
      2                                           6%
      3                                           5%
      4                                           4%
      5                                           3%
      6                                           2%
      7                                           1%
Thereafter                                        0%
   
Withdrawal charge calculation example
    
We determine your withdrawal charge by multiplying each of your new
payments by the applicable withdrawal charge percentage and then
summing the total withdrawal charges.

For example, the withdrawal charge on a total withdrawal request
for a contract with this history:

o     The contract date is July 1, 1995 with a contract year of
      July 1 through June 30 and with an anniversary date of July 1
      each year

o     We received these payments - $10,000 July 1, 1995, $8,000
      Dec. 31, 2001 and $6,000 Feb. 20, 2003

o     The owner withdraws the contract for its total withdrawal
      value of $38,101 on Aug. 5, 2005 and had not made any other
      withdrawals during that contract year

o     The prior anniversary July 1, 2005 contract value was $38,488

is calculated this way:

Withdrawal Charge       Explanation
$     0                 $3,848.80 is 10% of the prior anniversary
                        account value withdrawn without withdrawal
                        charge; and
<PAGE>
PAGE 23
$     0                 $10,252.20 is contract earnings in excess
                        of the 10% free withdrawal amount withdrawn
                        without withdrawal charge; and

$     0                 $10,000 7-1-95 payment is an old payment
                        withdrawn without withdrawal charge; and

$   240                 $8,000 12-31-01 payment is a new payment in
                        its fifth contract year from receipt,
                        withdrawn with a 3% withdrawal charge; and

$   240                 $6,000 2-20-03 payment is a new payment in
                        its fourth contract year from receipt
                        withdrawn with a 4% withdrawal charge.
_______
$   480

The withdrawal charge is calculated so that the total amount minus
any withdrawal charge equals the amount you request.
   
Waiver of withdrawal charges
There are no withdrawal charges for:
    
o     withdrawals during the year totaling up to 10% of your prior
      contract anniversary contract value; and
o     contract earnings - if any - in excess of the annual 10% free
      withdrawal amount; and
o     contracts settled using an annuity payout plan; and
o     death benefits.
       
Possible group reductions:  In some cases lower sales and
administrative expenses may be incurred due to the size of the
group, the average contribution and the use of group enrollment
procedures.  In such cases, we may be able to reduce or eliminate
the contract administrative and withdrawal charges.  However, we
expect this to occur infrequently.
       
Valuing your investment

Here is how your fixed account and variable subaccounts are valued:

Fixed account:  The amounts allocated to the fixed account are
valued directly in dollars and equal the sum of your purchase
payments and transfer amounts plus interest earned, less any
amounts withdrawn or transferred.

Variable subaccounts:  Amounts allocated to the variable
subaccounts are converted into accumulation units.  Each time you
make a purchase payment or transfer amounts into one of the 
variable subaccounts, a certain number of accumulation units are
credited to your contract for that subaccount.  Conversely, each
time you take a partial withdrawal, transfer amounts out of a
variable subaccount, or are assessed a contract administrative
charge, a certain number of accumulation units are subtracted from
your contract.  
<PAGE>
PAGE 24
The accumulation units are the true measure of investment value in
each subaccount during the accumulation period.  They are related
to, but not the same as, the net asset value of the underlying
fund.  The dollar value of each accumulation unit can rise or fall
daily depending on the performance of the underlying mutual fund
and on certain fund expenses.  Here is how unit values are
calculated:
   
Number of units
To calculate the number of accumulation units for a particular
subaccount, we divide your investment, by the current accumulation
unit value.
    
Accumulation unit value
The current accumulation unit value for each variable subaccount
equals the last value times the subaccount's current net investment
factor.

Net investment factor
o     Determined each business day by adding the underlying mutual  
      fund's current net asset value per share plus per-share 
      amount of any current dividend or capital gain distribution;
      then
o     dividing that sum by the previous net asset value per share;
      and
o     subtracting the percentage factor representing the mortality
      and expense risk fee and the variable account administrative
      charge from the result.

Because the net asset value of the underlying mutual fund may
fluctuate, the accumulation unit value may increase or decrease. 
You bear this investment risk in a variable subaccount.

Factors that affect variable subaccount accumulation units
Accumulation units may change in two ways; in number and in value. 
Here are the factors that influence those changes:

The number of accumulation units you own may fluctuate due to:

o     additional purchase payments allocated to the variable
      subaccounts;
o     transfers into or out of the variable subaccount(s);
o     partial withdrawals;
o     withdrawal charges; and/or
o     contract administrative charges.

Accumulation unit values may fluctuate due to:

o     changes in underlying mutual fund(s) net asset value;
o     dividends distributed to the variable subaccount(s);
o     capital gains or losses of underlying mutual funds;
o     mutual fund operating expenses;
o     mortality and expense risk fees; and/or
o     variable account administrative charges.

<PAGE>
PAGE 25
Making the most of your annuity

Automated dollar-cost averaging*
You can use automated transfers to take advantage of dollar-cost
averaging (investing a fixed amount at regular intervals).  For
example, you might have a set amount transferred monthly from a
relatively conservative variable subaccount to a more aggressive
one, or to several others.

This systematic approach can help you benefit from fluctuations in
accumulation unit values caused by fluctuations in the market
value(s) of the underlying mutual fund(s).  Since you invest the
same amount each period, you automatically acquire more units when 
the market value falls, fewer units when it rises.  The potential
effect is to lower your average cost per unit.  For specific
features contact your agent.
<TABLE>
<CAPTION>
                               How dollar-cost averaging works

                               Month       Amount       Accumulation   Number of units
                                          invested       unit value      purchased
<S>                            <C>         <C>              <C>           <C>
By investing an                Jan         $100             $20            5.00
equal number of
dollars each month....         Feb          100              16            6.25

                               Mar          100               9           11.11

you automatically              Apr          100               5           20.00
buy more units
when the per unit              May          100               7           14.29
market price is low....
                               June         100              10           10.00

                               July         100              15            6.67

and fewer units                Aug          100              20            5.00
when the per unit
market price is                Sept         100              17            5.88
high.
                               Oct          100              12            8.33
</TABLE>
You have paid an average price of only $10.81 per unit over the 10
months, while the average market price actually was $13.10.

Dollar-cost averaging does not guarantee that any variable
subaccount will gain in value, nor will it protect against a
decline in value if market prices fall.  However, if you can
continue to invest regularly throughout changing market conditions,
it can be an effective strategy to help meet your long term goals.

* Some restrictions may apply.

Transferring money between subaccounts
You may transfer money from any one subaccount, or the fixed
account, to another before the annuity payouts begin.  Certain
restrictions apply to transfers involving the fixed account.  If we
receive your request before the close of business, we will process
it that day.  Requests received after the close of business will be
processed the next business day.  There is no charge for transfers. 
Before making a transfer, you should consider the risks involved in
switching investments.
<PAGE>
PAGE 26
We may suspend or modify transfer privileges at any time.  The
right to transfer contract values between the subaccounts is
subject to modification if we determine, in our sole discretion,
that the exercise of that right by one or more contract owners is,
or would be, to the disadvantage of other contract owners.   Any
modification could be applied to transfers to or from some or all
of the subaccounts.  These modifications could include, but not be
limited to, the requirement of a minimum time period between each
transfer, not accepting transfer requests of an agent acting under 
a power of attorney on behalf of more than one contract owner or
limiting the dollar amount that may be transferred between the
subaccounts and the fixed account by a contract owner at any one
time.  We may apply these modifications or restrictions in any 
manner reasonably designed to prevent any use of the transfer right
we consider to be to the disadvantage of other contract owners. 
(For information on transfers after annuity payouts begin, see "The
annuity payout period.")

Transfer policies
o     You may transfer contract values between the variable
      subaccounts or from the subaccount(s) to the fixed account at
      any time. However, if you have made a transfer from the fixed
      account to the subaccount(s), you may not make a transfer
      from any subaccount back to the fixed account for six months
      following that transfer.
   
o     You may transfer contract values from the fixed account to
      the variable subaccount(s) on or within 30 days before or
      after the contract anniversary (except for automated
      transfers, which can be set up for transfer periods of your
      choosing subject to certain minimums).
    
o     If we receive your request on or within 30 days before or
      after the contract anniversary date, the transfer from the
      fixed account to the variable subaccount(s) will be effective
      on the day we receive it.

o     We will not accept requests for transfers from the fixed
      account at any other time.
   
o     Once annuity payouts begin no transfers may be made to or
      from the fixed account but transfers may be made once per
      contract year among the variable accounts.
    
Two ways to request a transfer or a withdrawal

1    By letter

Send your name, account number, Social Security Number or Taxpayer
Identification Number and signed request for a transfer or
withdrawal to:
   
Regular mail:
American Centurion Life Assurance Company
P.O. Box 5555
Albany, NY  12205-0555
    
<PAGE>
PAGE 27
   
Express mail:
American Centurion Life Assurance Company
20 Madison Avenue Extension
Albany, NY  12205
    
Minimum amount
Mail transfers:         $500 or entire variable subaccount or fixed
                        account balance
Mail withdrawals:       $500 or entire variable subaccount or fixed
                        account balance

Maximum amount
Mail transfers:         None (up to contract value)
Mail withdrawals:       None (up to contract value)

2    By automated transfers and automated partial withdrawals

Your agent can help you set up automated transfers among your
accounts or partial withdrawals from the accounts.
   
You can start or stop this service by written request or other
method acceptable to American Centurion Life.  You must allow 30
days for American Centurion Life to change any instructions that
are currently in place.
    
o     Automated transfers may not exceed an amount that, if
      continued, would deplete the fixed account or subaccount(s)
      from which you are transferring within 24 months.

o     Automated transfers and automated partial withdrawals are
      subject to all of the contract provisions and terms,
      including transfer of contract values between accounts. 
      Automated withdrawals may be restricted by applicable law
      under some contracts.

o     Automated partial withdrawals may result in IRS taxes and
      penalties on all or part of the amount withdrawn.

Minimum amount
Automated transfers or withdrawals:  $100 monthly / $250 quarterly

Maximum amount
Automated transfers or withdrawals:  None (except for automated
                                     transfers from the fixed
                                     account)

Withdrawals from your contract
   
As owner, you may withdraw all or part of your contract at any time
before annuity payouts begin by sending a written request or
calling American Centurion Life.  For total withdrawals we will
compute the value of your contract at the close of business after
we receive your request.  We may ask you to return the contract. 
You may have to pay withdrawal charges (see "Withdrawal charge")
and IRS taxes and penalties (see "Taxes").  No withdrawals may be
made after annuity payouts begin.
    
<PAGE>
PAGE 28
Withdrawal policies
If you have a balance in more than one account and request a
partial withdrawal, we will withdraw money from all your accounts
in the same proportion as your value in each account correlates to
your total contract value, unless you request otherwise.

Receiving payment when you request a withdrawal

By regular or express mail:

o  Payable to owner.

o  Normally mailed to address of record within seven days after
   receiving your request.  However, we may postpone the payment
   if:

      -the withdrawal amount includes a purchase payment check that
      has not cleared;
      -the NYSE is closed, except for normal holiday and weekend
      closings;
      -trading on the NYSE is restricted, according to SEC rules;
      -an emergency, as defined by SEC rules, makes it impractical
      to sell securities or value the net assets of the accounts;
      or
      -the SEC permits us to delay payment for the protection of
      security holders.

TSA-special withdrawal provisions

Participants in Tax-Sheltered Annuities (TSA):  The Code imposes
certain restrictions on your right as owner to receive early
distributions from a TSA:

o  Distributions attributable to transfers or rollovers of salary
   reduction contributions made after Dec. 31, 1988, plus the
   earnings on them, may be made from the TSA only if:
      -you have attained age 59 1/2;
      -you have become disabled as defined in the Code;
      -you have separated from the service of the employer who
      purchased the annuity; or
      -the distribution is made to your beneficiary because of your
      death.

o  If you encounter a financial hardship (within the meaning of the
   Code), you may receive a distribution of all contract values
   attributable to salary reduction contributions made after Dec.
   31, 1988, but not the earnings on them.

o  Even though a distribution may be permitted under the above
   rules, it still may be subject to IRS taxes and penalties.  (See
   "Taxes.")
<PAGE>
PAGE 29
o  The above restrictions on the right to receive a distribution do
   not affect the availability of the amount credited to the
   contract as of Dec. 31, 1988.  The restrictions do not apply to
   transfers or exchanges of contract value within the annuity, or
   to another registered variable annuity contract or investment
   vehicle available through the employer.

Changing ownership
   
You may change ownership of your non-qualified annuity at any time
by filing a change of ownership with us at our Albany home office. 
The change will become binding upon us when we receive and record
it.  We will honor any change of ownership request believed to be
authentic and will use reasonable procedures to confirm that it is. 
If these procedures are followed, we take no responsibility for the
validity of the change.
    
If you have a non-qualified annuity, you may lose your tax
advantages by transferring, assigning or pledging any part of it.
(See "Taxes".)
   
If you have a qualified annuity, you may not sell, assign,
transfer, discount or pledge your contract as collateral for a
loan, or as security for the performance of an obligation or for 
any other purpose to any person except American Centurion Life. 
However, if the owner is a trust or custodian, or an employer
acting in a similar capacity, ownership of a contract may be
transferred to the annuitant.
    
Benefits in case of death

If you or the annuitant dies (or, for qualified annuities, if the
annuitant dies) before annuity payouts begin, we will pay the
beneficiary as follows:

For contracts where both the owner and annuitant were 75 or younger
on the date the contract was issued and if all withdrawals you have
made from this contract have been without withdrawal charges, the
beneficiary receives the greater of:

1.    the contract value; or

2.    the total purchase payments paid less any amounts withdrawn;
      or

3.    on or after the fifth contract anniversary, the death benefit
      as of the most recent fifth contract anniversary adjusted by
      adding any purchase payments made since that most recent
      fifth contract anniversary and by subtracting any amounts
      withdrawn since that most recent fifth contract anniversary.

For contracts where both the owner and annuitant were 75 or younger
on the date the contract was issued and you have made withdrawals
subject to withdrawal charges, the beneficiary receives the
contract value.
<PAGE>
PAGE 30
For contracts where either the owner or annuitant were 76 or older
on the date the contract was issued, the beneficiary receives the
contract value.

If your spouse is sole beneficiary under a non-qualified annuity
and you die before the retirement date, your spouse may keep the
annuity as owner.  To do this your spouse must, within 60 days
after we receive proof of death, give us written instructions to
keep the contract in force.

Under a qualified annuity, if the annuitant dies before reaching
age 70 1/2 and before the retirement date, and the spouse is the
only beneficiary, the spouse may keep the annuity in force until
the date on which the annuitant would have reached age 70 1/2 or 
such other date permitted by the Code.  To do this, the spouse must
give us written instructions within 60 days after we receive proof
of death.

Payments:  We will pay the beneficiary in a single sum unless you
have given us other written instructions, or the beneficiary may
receive payouts under any annuity payout plan available under this
contract if:

o  the beneficiary asks us in writing within 60 days after we
   receive proof of death;
o  payouts begin no later than one year after death; and
o  the payout period does not extend beyond the beneficiary's life
   or life expectancy.
   
When paying the beneficiary, we will determine the contract's value
at the next close of business after our death claim requirements
are fulfilled.  Interest, if any, will be paid from the date of
death at a rate no less than required by law.  We will mail payment
to the beneficiary within seven days after our death claim
requirements are fulfilled.  (See "Taxes.")
    
The annuity payout period

As owner of the contract, you have the right to decide how and to
whom annuity payouts will be made starting at the retirement date. 
You may select one of the annuity payout plans outlined below, or
we will mutually agree on other payout arrangements.  The amount
available for payouts under the plan you select is the contract
value on your retirement date.  No withdrawal charges are deducted
under the payout plans listed below.

You also decide whether annuity payouts are to be made on a fixed
or variable basis, or a combination of fixed and variable.  Amounts
of fixed and variable payouts depend on:
o  the annuity payout plan you select;
o  the annuitant's age and, in most cases, sex;
o  the annuity table in the contract; and
o  the amounts you allocated to the account(s) at settlement.
<PAGE>
PAGE 31
In addition, for variable payouts only, amounts depend on the
investment performance of the subaccount(s) you select.  These
payouts will vary from month to month because the performance of
the underlying mutual funds will fluctuate.  (In the case of fixed
annuities, payouts remain the same from month to month.)  
   
For informatiion with respect to transfers between accounts after
annuity payments begin, see Transfer policies. 
    
Annuity payout plans  

You may choose any one of these annuity payout plans by giving us
written instructions at least 30 days before contract values are to
be used to purchase the payout plan:

o Plan A - Life annuity - no refund:  Monthly payouts are made
until the annuitant's death.  Payouts end with the last payout
before the annuitant's death; no further payouts will be made. 
This means that if the annuitant dies after only one monthly payout
has been made, no more payouts will be made.

o Plan B - Life annuity with five, 10 or 15 years certain: Monthly
payouts are made for a guaranteed payout period of five, 10 or 15
years that the annuitant elects.  This election will determine the
length of the payout period to the beneficiary if the annuitant
should die before the elected period has expired.  The guaranteed 
payout period is calculated from the retirement date.  If the 
annuitant outlives the elected guaranteed payout period, payouts
will continue until the annuitant's death.

o Plan C - Life annuity - installment refund:  Monthly payouts are
made until the annuitant's death, with our guarantee that payouts
will continue for some period of time.  Payouts will be made for at
least the number of months determined by dividing the amount
applied under this option by the first monthly payout, whether or
not the annuitant is living.

o Plan D - Joint and last survivor life annuity - no refund: 
Monthly payouts are made to the annuitant and a joint annuitant
while both are living.  If either annuitant dies, monthly payouts
continue at the full amount until the death of the surviving
annuitant.  Payouts end with the death of the second annuitant.

o Plan E - Payouts for a specified period (available as a fixed
payout only):  Monthly payouts are made for a specific payout
period of 10 to 30 years chosen by the annuitant.  Payouts will be 
made only for the number of years specified whether the annuitant
is living or not.  Depending on the time period selected, it is
foreseeable that an annuitant can outlive the payout period
selected.  In addition, a 10% IRS penalty tax could apply under
this payout plan.  (See "Taxes.")
<PAGE>
PAGE 32
Restrictions for some qualified plans:  If you purchased a
qualified annuity, you must select a payout plan that provides for
payouts:

o  over the life of the annuitant;
o  over the joint lives of the annuitant and a designated
   beneficiary;
o  for a period not exceeding the life expectancy of the
   annuitant; or
o  for a period not exceeding the joint life expectancies
   of the annuitant and a designated beneficiary.

If we do not receive instructions:  You must give us written
instructions for the annuity payouts at least 30 days before the
annuitant's retirement date.  If you do not, we will make payouts
under Plan B, with 120 monthly payouts guaranteed.

If monthly payouts would be less than $20:  We will calculate the
amount of monthly payouts at the time the contract value is used to
purchase a payout plan.  If the calculations show that monthly
payouts would be less than $20, we have the right to pay the
contract value to the owner in a lump sum or to change the
frequency of the payouts.

Death after annuity payouts begin  

If you or the annuitant dies after annuity payouts begin, any
amount payable to the beneficiary will be provided in the annuity
payout plan in effect.
       
Taxes

Generally, under current law, any increase in your contract value
is taxable to you only when you receive a payout or withdrawal. 
(However, see detailed discussion below.)  Any portion of the
annuity payouts and any withdrawals you request that represent
ordinary income are normally taxable.  You will receive a 1099 tax
information form for any year in which a taxable distribution was
made.

Annuity payouts under nonqualified annuities:  A portion of each
payout will be ordinary income and subject to tax, and a portion of
each payout will be considered a return of part of your investment
and will not be taxed.  All amounts received after your investment
in the annuity is fully recovered will be subject to tax.

Tax law requires that all nonqualified deferred annuity contracts
issued by the same company to the same owner during a calendar year
are to be taxed as a single, unified contract when distributions
are taken from any one of such contracts.
<PAGE>
PAGE 33
Annuity payouts under qualified annuities:  Under a qualified
annuity, the entire payout generally will be includable as ordinary
income and subject to tax except to the extent that contributions
were made with after-tax dollars.  If you or your employer invested
in your contract with pre-tax dollars as part of a qualified
retirement plan, such amounts are not considered to be part of your
investment in the contract and will be taxed when paid to you.

Withdrawals:  If you withdraw part or all of your contract before
your annuity payouts begin, your withdrawal payment will be taxed
to the extent that the value of your contract immediately before
the withdrawal exceeds your investment.  You also may have to pay a
10% IRS penalty for withdrawals before reaching age 59 1/2.  For
qualified annuities, other penalties may apply if you make
withdrawals from your annuity before your plan specifies that you
can receive payouts.

Death benefits to beneficiaries:  The death benefit under an
annuity is not tax-exempt.  Any amount received by the beneficiary
that represents previously deferred earnings within the contract,
is taxable as ordinary income to the beneficiary in the year(s) he
or she receives the payments.

Annuities owned by corporations, partnerships or trusts:  Any
annual increase in the value of annuities held by such entities
generally will be treated as ordinary income received during that
year.  This provision is effective for purchase payments made after
Feb. 28, 1986.  However, if the trust was set up for the benefit of
a natural person only, the income will continue to be tax-deferred.

Penalties:  If you receive amounts from your contract before
reaching age 59 1/2, you may have to pay a 10% IRS penalty on the 
amount includable in your ordinary income.  However, this penalty
will not apply to any amount received by you or your beneficiary:
o  because of your death;
o  because you become disabled (as defined in the Code);
o  if the distribution is part of a series of substantially equal
   periodic payments, made at least annually, over your life or
   life expectancy (or joint lives or life expectancies of you and
   your beneficiary); or
o  if it is allocable to an investment before Aug. 14, 1982 (except
   for qualified annuities).

For a qualified annuity, other penalties or exceptions may apply if
you make withdrawals from your annuity before your plan specifies
that payouts can be made.

Withholding, generally:  If you receive all or part of the contract
value from an annuity, withholding may be imposed against the
taxable income portion of the payment.  Any withholding that is
done represents a prepayment of your tax due for the year.  You
take credit for such amounts on the annual tax return that you
file.
<PAGE>
PAGE 34
If the payment is part of an annuity payout plan, the amount of
withholding generally is computed using payroll tables.  You can
provide us with a statement of how many exemptions to use in
calculating the withholding.  As long as you've provided us with a
valid Social Security Number or Taxpayer Identification Number, you
can elect not to have any withholding occur.  

If the distribution is any other type of payment (such as a partial
or full withdrawal) withholding is computed using 10% of the
taxable portion.  Similar to above, as long as you've provided us
with a valid Social Security Number or Taxpayer Identification
Number, you can elect not to have this withholding occur.

Some states also impose withholding requirements similar to the
federal withholding described above.  If this should be the case,
any payment from which federal withholding is deducted may also
have state withholding deducted.  The withholding requirements may
differ if payment is being made to a non-U.S. citizen or if the
payment is being delivered outside the United States.

Withholding from qualified annuities:  If you receive directly all
or part of the contract value from a qualified annuity (except an
IRA), mandatory 20% income tax withholding generally will be 
imposed at the time the payment is made.  This mandatory
withholding is in place of the elective withholding discussed
above.  This mandatory withholding will not be imposed if:

o  instead of receiving the distribution check, you elect to have
   the distribution rolled over directly to an IRA or another
   eligible plan;
o  the payment is one in a series of substantially equal periodic
   payouts, made at least annually, over your life or life
   expectancy (or the joint lives or life expectancies of you and
   your designated beneficiary) or over a specified period of 10
   years or more; or
o  the payment is a minimum distribution required under the Code.

Payments made to a surviving spouse instead of being directly
rolled over to an IRA may also be subject to mandatory 20% income
tax withholding.

State withholding also may be imposed on taxable distributions.

Transfer of ownership of a nonqualified annuity:  If you make such
a transfer without receiving adequate consideration, the transfer
is considered a gift, and also may be considered a withdrawal for
federal income tax purposes.  If the gift is a currently taxable
event, the amount of deferred earnings at the time of the transfer
will be taxed to the original owner, who also may be subject to a
10% IRS penalty as discussed earlier.  In this case, the new
owner's investment in the annuity will be the value of the annuity
at the time of the transfer.

Collateral assignment of a nonqualified annuity:  If you
collaterally assign or pledge your contract, earnings on purchase
payments you made after Aug. 13, 1982 will be taxed to you like a
withdrawal.<PAGE>
PAGE 35
Important:  Our discussion of federal tax laws is based upon our
understanding of these laws as they are currently interpreted. 
Federal tax laws or current interpretations of them may change. 
For this reason and because tax consequences are complex and highly
individual and cannot always be anticipated, you should consult a
tax advisor if you have any questions about taxation of your
contract.
   
Tax qualifications
The contract is intended to qualify as an annuity for federal
income tax purposes.  To that end, the provisions of the contract
are to be interpreted to ensure or maintain such tax qualification,
notwithstanding any other provisions of the contract.  We reserve
the right to amend the contract to reflect any clarifications that
may be needed or are appropriate to maintain such qualification or
to conform the contract to any applicable changes in the tax
qualification requirements.  We will send you a copy of any such
amendments.
    
Voting rights

As contract owner with investments in the variable subaccount(s),
you may vote on important mutual fund policies until annuity
payouts begin.  Once they begin, the person receiving them has
voting rights.  We will vote fund shares according to the
instructions of the person with voting rights.

Before annuity payouts begin, the number of votes you have is
determined by applying your percentage interest in each variable
subaccount to the total number of votes allowed to the subaccount.

After annuity payouts begin, the number of votes you have is equal
to:

o  the reserve held in each subaccount for your contract, divided 
   by
o  the net asset value of one share of the applicable underlying    
   mutual fund.

As we make annuity payouts, the reserve for the contract decreases;
therefore, the number of votes also will decrease.

We calculate votes separately for each account.  Notice of these
meetings, proxy materials and a statement of the number of votes to
which the voter is entitled, will be sent.

We will vote shares for which we have not received instructions in
the same proportion as the votes for which we have received
instructions.  We also will vote the shares for which we have
voting rights in the same proportion as the votes for which we have
received instructions.
<PAGE>
PAGE 36
   
Substitution of investments

If shares of any fund should not be available for purchase by the
appropriate variable subaccount or if, in the judgment of American
Centurion Life's Management, further investment in such shares is 
no longer appropriate in view of the purposes of the subaccount,
investment in the subaccount may be discontinued or another 
registered open-end management investment company may be
substituted for fund shares held in the subaccounts if American
Centurion Life believes it would be in the best interest of persons
having voting rights under the contract.  The variable account may
be operated as a management company under the 1940 Act or it may be
deregistered under this Act if the registration is no longer
required.  In the event of any such substitution or change,
American Centurion Life, without the consent or approval of the
owners, may amend the contract and take whatever action is
necessary and appropriate.  However, no such substitution or change
will be made without the necessary approval of the SEC and the
state insurance department.  American Centurion Life will notify
owners of any substitution or change.

Distribution of the contracts

The contracts will be distributed by banks and financial
institutions either directly or through a network of third-party
marketers.  American Express Financial Advisors Inc., the principal
underwriter for the variable account, will pay commissions for the
distribution of the contracts to the broker-dealers of the banks or
financial institutions or the broker-dealers of the third-party
marketers who have entered into distribution agreements with
American Express Financial Advisors.  These commissions will not be
more than 7% of purchase payments received on the contracts.
From time to time, American Centurion Life may pay or permit other
promotional incentives, in cash or credit or other compensation.

About American Centurion Life

The ACL Personal PortfolioSM is issued by American Centurion Life. 
American Centurion Life is a wholly owned subsidiary of IDS Life, 
which is a wholly owned subsidiary of American Express Financial
Corporation.  American Express Financial Corporation is a wholly
owned subsidiary of American Express Company.  American Express
Company is a financial services company principally engaged through
subsidiaries (in addition to American Express Financial
Corporation) in travel related services, investment services and
international banking services.  

American Centurion Life is a stock life insurance company organized
in 1969 under the laws of the state of New York.  Its home office
is located at 20 Madison Avenue Extension, P.O. Box 5555, Albany,
NY 12205-0555.  American Centurion Life is licensed in the state of
Alabama, Delaware and New York, and conducts a conventional life
insurance business in New York.
    
<PAGE>
PAGE 37
   
American Express Financial Advisors Inc. is the principal
underwriter for the variable account.  Its corporate office is IDS
Tower 10, Minneapolis, MN 55440-0010.  American Express Financial
Advisors is registered with the SEC under the Securities Exchange
Act of 1934 as a broker-dealer and is a member of the National
Association of Securities Dealers, Inc.  American Express Financial
Advisors is a wholly owned subsidiary of American Express Financial
Corporation.
    
The American Express Financial Corporation family of companies
offers not only insurance and annuities, but also mutual funds,
investment certificates and a broad range of financial management
services.

Other subsidiaries provide investment management and related
services for pension, profit-sharing, employee savings and
endowment funds of businesses and institutions.

Regular and special reports

Services
   
To help you track and evaluate the performance of your annuity,
American Centurion Life provides:
    
Quarterly statements showing the value of your investment.

Annual reports containing required information on the annuity and
its underlying investments.

Table of contents of the Statement of Additional Information
   
Performance information....................... 
Calculating annuity payouts................... 
Rating agencies............................... 
Principal underwriter......................... 
Independent auditors.......................... 
Mortality and expense risk fee................ 
Saving for retirement......................... 
Prospectus.................................... 
Financial statements - 
     American Centurion Life Assurance
     Company.................................. 

___________________________________________________________________
Please check the appropriate box to receive a copy of the Statement
of Additional Information for:

_____ ACL Personal PortfolioSM

_____ IDS Life Retirement Annuity Mutual Funds

_____ The OCC Accumulation Trust

_____ The Putnam Capital Manager Trust

_____ GT Global Variable Investment Funds
    <PAGE>
PAGE 38
Mail your request to:
   
American Centurion Life Assurance Company
P.O. Box 5555
Albany, NY 12205-0555

American Centurion Life will mail your request to:
    
Your name _______________________________________________________

Address _________________________________________________________

City ______________________  State ______________ Zip ___________
<PAGE>
PAGE 39

                                                                   














                STATEMENT OF ADDITIONAL INFORMATION

                                for
   
                     ACL PERSONAL PORTFOLIOSM

                  ACL VARIABLE ANNUITY ACCOUNT 2

                        ___________________


ACL Variable Annuity Account 2 is a separate account established
and maintained by American Centurion Life Assurance Company
(American Centurion Life).

This Statement of Additional Information (SAI), dated ____________,
is not a prospectus.  It should be read together with the Account's
prospectus, dated ________________, which may be obtained from your
agent, or by writing or calling American Centurion Life at the
address or telephone number below.



American Centurion Life Assurance Company
20 Madison Avenue Extension
P.O. Box 5555
Albany, NY  12205-0555
1-800-504-0469
    
<PAGE>
PAGE 40
                         TABLE OF CONTENTS

Performance Information.......................................p. 

Calculating Annuity Payouts...................................p. 

Rating Agencies...............................................p. 

Principal Underwriter.........................................p. 

Independent Auditors..........................................p. 
 
Mortality and Expense Risk Fee................................p. 

Saving for Retirement.........................................p. 

Prospectus....................................................p. 

Financial Statements
    
     - American Centurion Life Assurance Company..............p. 
    
<PAGE>
PAGE 41
PERFORMANCE INFORMATION 

The following performance figures are calculated on the basis of
historical performance of the funds.  The performance figures
relating to these funds assume that the contract was in existence 
prior to ______________________, which it was not.  Beginning
______________________, when these funds became available as
investment options under the contract, actual values will be used
for the calculations.

Calculation of Yield for the IDS Life Moneyshare Fund Subaccount 
   
Simple yield for the subaccount investing in the IDS Life
Moneyshare Fund will be based on the: (a) change in the value of a
hypothetical investment (exclusive of capital changes) at the
beginning of a seven-day period for which yield is to be quoted;
(b) subtracting a pro rata share of subaccount expenses accrued
over the seven-day period; (c) dividing the difference by the value
of the subaccount at the beginning of the period to obtain the base
period return; and (d) annualizing the results (i.e., multiplying
the base period return by 365/7).  

The value of the hypothetical subaccount includes the amount of any
declared dividends, the value of any shares purchased with any
dividend paid during the period and any dividends declared for such
shares.  The variable subaccount's yield does not include any
realized or unrealized gains or losses, nor does it include the
effect of any applicable surrender charge.
    
Calculation of compound yield begins with the same base period
return used in the calculation of yield, which is then annualized
to reflect compounding according to the following formula:
 
                                                365/7
      Compound Yield =[(Base Period Return + 1)      ]-1
   
         Annualized Yields based on Seven-Day Period ended
                           Dec. 31, 199_

Subaccount investing in:          Simple Yield       Compound Yield
IDS Life Moneyshare Fund                 %                   %

Calculation of Yield for the IDS Life Special Income Fund
Subaccount

For the subaccount investing in the IDS Life Special Income Fund
quotations of yield will be based on all investment income earned
during a particular 30-day period, less expenses accrued during the
period (net investment income) and will be computed by dividing net
investment income per accumulation unit by the value of an
accumulation unit on the last day of the period, according to the
following formula:
    
<PAGE>
PAGE 42
                       YIELD = 2[(a-b + 1)6 - 1]
                                   cd

where:     a = dividends and investment income earned during the
               period.
           b = expenses accrued for the period (net of
               reimbursements).
           c = the average daily number of accumulation units
               outstanding during the period that were entitled to
               receive dividends.
           d = the maximum offering price per accumulation unit on
               the last day of the period.

Yield on the subaccount is earned from the increase in the net
asset value of shares of the fund in which the subaccount invests
and from dividends declared and paid by the fund, which are
automatically invested in shares of the fund.

Annualized yield based on 30-Day Period ended Dec. 31, 199_
   
Subaccount investing in:          Yield
IDS Life Special Income                %

Calculation of Average Annual Total Return 

Quotations of average annual total return for any subaccount will
be expressed in terms of the average annual annuity compounded rate
of return of a hypothetical investment in the contract over a
period of one, five and 10 years (or, if less, up to the life of
the account), calculated according to the following formula:
    
                         P(1+T)n = ERV

where:     P = a hypothetical initial payment of $1,000.
           T = average annual total return.
           n = number of years.
         ERV = Ending Redeemable Value of a hypothetical $1,000
               payment made at the beginning of the one-, five-or
               ten-year (or other) period at the end of the one-,
               five- or ten-year (or other) period (or fractional
               portion thereof).
   
Subaccount total return figures reflect the deduction of the
contract administrative charge, variable account administrative
charge and mortality and expense risk fee.  Performance figures
will be shown with the deduction of the applicable withdrawal
charge.  
    
<PAGE>
PAGE 43
    Average Annual Total Return For Period Ended Dec. 31, 199_
   
<TABLE>
<CAPTION>
Average Annual Total Return with Withdrawal

                                                                               Since
Subaccount investing in:                     1 Year     5 Year     10 Year     Inception
<S>                                          <C>        <C>        <C>         <C>
IDS LIFE
  Aggressive Growth Fund (1/92)*            
  Capital Resource Fund (10/81)              
  International Equity Fund (1/92)                   [To be filed by amendment]
  Managed Fund (4/86)                       
  Moneyshare Fund (10/81)                    
  Special Income Fund (10/81)               

                                                                               Since
                                             1 Year     5 Year     10 Year     Inception

OCC ACCUMULATION TRUST         
  Managed Portfolio (8/88)                

GT GLOBAL
  Variable Latin America Fund (2/93)          
  Variable New Pacific Fund (2/93)                   [To be filed by amendment]

PCM
  New Opportunities Fund (5/94)               
  Growth & Income Fund (12/87)               
  High Yield Fund (12/87)                    
  Diversified Income Fund (7/93)            

Average Annual Total Return without Withdrawal

                                                                               Since
Subaccount Investing in:                     1 Year     5 Year     10 Year     Inception

IDS Life                                     
  Aggressive Growth Fund (1/92)              
  Capital Resource Fund (10/81)              
  International Equity Fund (1/92)           
  Managed Fund (4/86)                         
  Moneyshare Fund (10/81)                   
  Special Income Fund (10/81)                                                                   

OCC ACCUMULATION TRUST                               [To be filed by amendment]
  Managed Portfolio (8/88)                 

GT GLOBAL
  Variable Latin America (2/93)              
  Variable New Pacific Fund (2/93)          

PCM
  New Opportunities Fund (5/94)                
  Growth & Income Fund (12/87)               
  High Yield Fund (12/87)                    
  Diversified Income Fund (7/93)             

 *inception dates of the funds are shown in parentheses.
</TABLE>
    
Aggregate Total Return

Aggregate total return represents the cumulative change in value of
an investment for a given period (reflecting change in a
subaccount's accumulation unit value) and is computed by the
following formula:

                              ERV - P
                                 P
<PAGE>
PAGE 44
where:     P = a hypothetical initial payment of $1,000.
         ERV = Ending Redeemable Value of a hypothetical $1,000
               payment made at the beginning of the one, five,
               or ten year (or other) period at the end of the
               one, five, or ten year (or other) period (or
               fractional portion thereof).
   
The Securities and Exchange Commission (SEC) requires that an
assumption be made that the contract owner withdraws the entire
contract at the end of the one, five and ten year periods (or, if
less, up to the life of the subaccount) for which performance is
required to be calculated.  In addition, performance figures may be
shown without the deduction of a withdrawal charge.  
    
Subaccount total return figures reflect the deduction of the
contract administrative charge and mortality and expense risk fee.

Performance of the subaccount may be quoted or compared to
rankings, yields, or returns as published or prepared by
independent rating or statistical services or publishers or
publications such as Barron's, Business Week, Forbes, Fortune,
Institutional Investor, Investor's Daily, Kiplinger's Personal 
Finance, Money, Morningstar Mutual Fund Values, Mutual Fund
Forecaster, The New York Times, Stranger's Investment Advisor, USA
Today, U.S. News & World Report and The Wall Street Journal.

CALCULATING ANNUITY PAYOUTS

The Variable Account

The following calculations are done separately for each of the
subaccounts of the variable account.  The separate monthly payouts,
added together, make up your total variable annuity payout.

Initial Payout:  To compute your first monthly payment, we:
   
o  determine the dollar value of your annuity as of the valuation
date seven days before the retirement date.
o  apply the result to the annuity table contained in the contract
or another table at least as favorable.  The annuity table shows
the amount of the first monthly payment for each $1,000 of value
which depends on factors built into the table, as described below.
    
Annuity Units:  The value of your subaccount is then converted to
annuity units.  To compute the number credited to you, we divide
the first monthly payment by the annuity unit value (see below) on
the valuation date on (or next day preceding) the seventh calendar 
day before the retirement date.  The number of units in your
subaccount is fixed.  The value of the units fluctuates with the
performance of the underlying mutual fund.
<PAGE>
PAGE 45
Subsequent Payouts:  To compute later payouts, we multiply:
o  the annuity unit value on the valuation date on or immediately
preceding the seventh calendar day before the payout is due; by
o  the fixed number of annuity units credited to you.

Annuity Table:  The table shows the amount of the first monthly
payment for each $1,000 of contract value according to the age and,
when applicable, the sex of the annuitant.  (Where required by law,
we will use a unisex table of settlement rates.)  The table assumes
that the contract value is invested at the beginning of the annuity
payout period and earns a 5% rate of return, which is reinvested
and helps to support future payouts.

Annuity Unit Values:  This value was originally set at $1 for each
subaccount.  To calculate later value we multiply the last annuity
value by the product of:
o  the net investment factor; and
o  the neutralizing factor.  The purpose of the neutralizing factor
is to offset the effect of the assumed investment rate built into
the annuity table.  With an assumed investment rate of 5%, the
neutralizing factor is 0.999866 for a one day valuation period.

Net Investment Factor:
o  Determined each business day by adding the underlying mutual
fund's current net asset value per share plus per share amount of
any current dividend or capital gain distribution; then
o  dividing that sum by the previous net asset value per share; and
o  subtracting the percentage factor representing the mortality and
expense risk fee from the result.

Because the net asset value of the underlying mutual fund may
fluctuate, the net investment factor may be greater or less than
one, and the accumulation unit value may increase or decrease.  You
bear this investment risk in a variable subaccount.

The Fixed Account

Your fixed annuity payout amounts are guaranteed.  Once calculated,
your payout will remain the same and never change.  To calculate
your annuity payouts we:
o  take the value of your fixed account at the retirement date or
the date you have selected to begin receiving your annuity payouts;
then
o  using an annuity table we apply the value according to the
annuity payout plan you select; and
o  the annuity payout table we use will be the one in effect at the
time you choose to begin your annuity payouts.  The table will be
equal to or greater than the table in your contract.

<PAGE>
PAGE 46
RATING AGENCIES

The following chart reflects the ratings given to American
Centurion Life by independent rating agencies.  These agencies
evaluate the financial soundness and claims-paying ability of
insurance companies based on a number of different factors.  This
information does not relate to the management or performance of the
variable subaccounts of the ACL Personal PortfolioSM.  This
information relates only to the fixed account and reflects American
Centurion Life's ability to make annuity payouts and to pay death
benefits and other distributions from the annuity.

Rating agency             Rating

A.M. Best                   A+
                        (Superior)

Duff & Phelps              AAA
       
PRINCIPAL UNDERWRITER

The principal underwriter for the variable accounts is American
Express Financial Advisors Inc. which offers the variable contracts
on a continuous basis.

INDEPENDENT AUDITORS
   
[to be filed by amendment]

MORTALITY AND EXPENSE RISK FEE

American Centurion Life has represented to the SEC that:

American Centurion Life has reviewed publicly available information
regarding products of other companies.  Based upon this review,
American Centurion Life has concluded that the mortality and
expense risk fee is within the range of charges determined by 
industry practice.  American Centurion Life will maintain at its
administrative office, and make available on request of the SEC or
its staff, a memorandum setting forth in detail the variable
products analyzed and the methodology, and results of, its
comparative review.

American Centurion Life has concluded that there is a reasonable
likelihood that the proposed distribution financing arrangements
made with respect to the contracts will benefit the variable 
account and investors in the contracts.  The basis for such
conclusion is set forth in a memorandum which will be made
available to the SEC or its staff on request.
    
<PAGE>
PAGE 47
SAVING FOR RETIREMENT

You may have to save more for retirement because the average person
lives 17 years in retirement.  Social security and pensions will
not cover your expenses in retirement.  Sixty cents of every
retirement dollar must come from your personal savings.

Sources:    Social Security Administration, U.S. Department of
            Health and Human Services.

PROSPECTUS
   
The prospectus dated _________________, is hereby incorporated in
this SAI by reference.
    
<PAGE>
PAGE 48
PART C.

Item 24.    Financial Statements and Exhibits

(a)  To be filed by amendment.

(b)   Exhibits:

1.    Certificate establishing the ACL Variable Annuity Account 2
      dated December 1, 1995, filed electronically herewith.

2.    Not applicable.

3.    Form of Variable Annuity Distribution Agreement to be filed
      by amendment.

4.1   Form of Flexible Payment Deferred Annuity Contract, filed
      electronically herewith.

5.1   Application for American Centurion Life Variable Annuity
      (form 45055), filed electronically herewith.

6.1   Amended and Restated By-Laws of American Centurion Life,
      filed electronically herewith.

6.2   Amended and Restated Articles of Incorporation of American
      Centurion Life, filed electronically herewith.

6.3   Emergency By-Laws of American Centurion Life, filed
      electronically herewith.

7.    Not applicable.

8.    Form of Participation Agreement, to be filed by amendment.

9.    Opinion of counsel, to be filed by amendment.

10.   Consent of Independent Auditors, to be filed by amendment.

11.   Not applicable.

12.   Not applicable.

13.   Copy of schedule for computation of each performance
      quotation provided in the Registration Statement in response
      to Item 21, filed electronically herewith.

14.1  Financial Data Schedule to be filed by amendment.

14.2  Power of Attorney to sign this Registration Statement dated
      December 22, 1995, filed electronically herewith.
<PAGE>
PAGE 49
Item 25.    Directors and Officers of the Depositor (American
            Centurion Life Assurance Company)
<TABLE>
<CAPTION>
                                                        Positions and
Name                     Principal Business Address     Offices with Depositor
<S>                      <C>                            <C>
Doris A. Anfinson        IDS Tower 10                   Vice President
                         Minneapolis, MN  55440

Robert C. Auriema        IDS Tower 10                   Director
                         Minneapolis, MN  55440

Alan R. Dakay            IDS Tower 10                   Director, Vice Chairman and 
                         Minneapolis, MN  55440         President, Financial Institutions
                                                        Division

Clarence E. Galston      IDS Tower 10                   Director
                         Minneapolis, MN  55440

Morris Goodwin, Jr.      IDS Tower 10                   Vice President and
                         Minneapolis, MN  55440         Treasurer

Jay C. Hatlestad         IDS Tower 10                   Vice President and
                         Minneapolis, MN  55440         Controller

Robert A. Hatton         IDS Tower 10                   Director
                         Minneapolis, MN  55440

William J. Heron, Jr.    IDS Tower 10                   Director
                         Minneapolis, MN  55440

Michael J. Hogan         IDS Tower 10                   Vice President - Variable
                         Minneapolis, MN  55440         Product Development

Richard W. Kling         IDS Tower 10                   Director
                         Minneapolis, MN  55440

David M. Kuplic          IDS Tower 10                   Vice President -
                         Minneapolis, MN  55440         Investments

Ryan R. Larson           IDS Tower 10                   Director and Vice
                         Minneapolis, MN  55440         President - Product Development

Herbert W. Marache Jr.   IDS Tower 10                   Director
                         Minneapolis, MN  55440

Kenneth W. Nelson        IDS Tower 10                   Director
                         Minneapolis, MN  55440

Doretta Rinaldi          IDS Tower 10                   Director and Vice
                         Minneapolis, MN  55440         President - Marketing

Stuart A. Sedlacek       IDS Tower 10                   Chairman and President
                         Minneapolis, MN  55440
<PAGE>
PAGE 50
Item 25.                 Directors and Officers of the Depositor (continued)

                                                        Positions and
Name                     Principal Business Address     Offices with Depositor

Anne L. Segal            IDS Tower 10                   Director
                         Minneapolis, MN  55440

Daniel J. Segner         IDS Tower 10                   Vice President - Investments
                         Minneapolis, MN  55440

Guerdon D. Smith         IDS Tower 10                   Director
                         Minneapolis, MN  55440
</TABLE>
Item 26.  Persons Controlled by or Under Common Control with the
          Depositor or Registrant

          American Partners Life Insurance Company is a wholly
          owned subsidiary of IDS Life Insurance Company which is a
          wholly owned subsidiary of American Express Financial
          Corporation.  American Express Financial Corporation is a
          wholly owned subsidiary of American Express Company
          (American Express).

          The following list includes the names of major
          subsidiaries of American Express.  

                                                  Jurisdiction
Name of Subsidiary                                of Incorporation

I.   Travel Related Services

     American Express Travel Related 
     Services Company, Inc.                       New York

II.  International Banking Services

     American Express Bank Ltd.                   Connecticut

III. Companies engaged in Investors 
     Diversified Financial Services

     American Enterprise Investment Services Inc.   Minnesota
     American Enterprise Life Insurance Company     Indiana
     American Express Financial Corporation         Delaware
     American Express Financial Advisors Inc.       Delaware
     American Express Minnesota Foundation          Minnesota
     American Express Service Corporation           Delaware
     American Express Trust Company                 Minnesota
     American Partners Life Insurance Company       Arizona
     IDS Advisory Group Inc.                        Minnesota
     IDS Aircraft Services Corporation              Minnesota
     IDS Cable Corporation                          Minnesota
     IDS Cable II Corporation                       Minnesota
     IDS Capital Holdings Inc.                      Minnesota
     IDS Certificate Company                        Delaware
     IDS Deposit Corp.                              Utah
<PAGE>
PAGE 51
     IDS Fund Management Limited                    U.K.
     IDS Futures Corporation                        Minnesota
     IDS Futures III Corporation                    Minnesota
     IDS Insurance Agency of Alabama Inc.           Alabama
     IDS Insurance Agency of Arkansas Inc.          Arkansas
     IDS Insurance Agency of Massachusetts Inc.     Massachusetts
     IDS Insurance Agency of Mississippi Inc.       Mississippi
     IDS Insurance Agency of Nevada Inc.            Nevada
     IDS Insurance Agency of New Mexico Inc.        New Mexico
     IDS Insurance Agency of North Carolina Inc.    North Carolina
     IDS Insurance Agency of Ohio Inc.              Ohio
     IDS Insurance Agency of Texas Inc.             Texas
     IDS Insurance Agency of Utah Inc.              Utah
     IDS Insurance Agency of Wyoming Inc.           Wyoming
     IDS International, Inc.                        Delaware
     IDS Life Insurance Company                     Minnesota
     IDS Life Insurance Company of New York         New York
     IDS Management Corporation                     Minnesota
     IDS Partnership Services Corporation           Minnesota
     IDS Plan Services of California, Inc.          Minnesota
     IDS Property Casualty Insurance Company        Wisconsin
     IDS Real Estate Services, Inc.                 Delaware
     IDS Realty Corporation                         Minnesota
     IDS Sales Support Inc.                         Minnesota
     IDS Securities Corporation                     Delaware
     Investors Syndicate Development Corp.          Nevada

Item 27.  Number of Contractowners

          Not Applicable.

Item 28.  Indemnification

          The By-Laws of the depositor provide that it shall
          indemnify a director, officer, agent or employee of the
          depositor pursuant to the provisions of applicable
          statutes or pursuant to contract.

          Insofar as indemnification for liability arising under
          the Securities Act of 1933 may be permitted to director,
          officers and controlling persons of the registrant
          pursuant to the foregoing provisions, or otherwise, the
          registrant has been advised that in the opinion of the
          Securities and Exchange Commission such indemnification
          is against public policy as expressed in the Act and is,
          therefore, unenforceable.  In the event that a claim for
          indemnification against such liabilities (other than the
          payment by the registrant of expenses incurred or paid by
          a director, officer or controlling person of the
          registrant in the successful defense of any action, suit
          or proceeding) is asserted by such director, officer or
          controlling person in connection with the securities
          being registered, the registrant will, unless in the
          opinion of its counsel the matter has been settled by
          controlling precedent, submit to a court of appropriate
          jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Act and
          will be governed by the final adjudication of such issue.
<PAGE>
PAGE 52
Item 29.     Principal Underwriters.

(a)  American Express Financial Advisors acts as principal
     underwriter for the following investment companies:

     IDS Bond Fund, Inc.; IDS California Tax-Exempt Trust; IDS
     Discovery Fund, Inc.; IDS Equity Select Fund, Inc.; IDS Extra
     Income Fund, Inc.; IDS Federal Income Fund, Inc.; IDS Global
     Series, Inc.; IDS Growth Fund, Inc.; IDS High Yield Tax-Exempt
     Fund, Inc.; IDS International Fund, Inc.; IDS Investment
     Series, Inc.; IDS Managed Retirement Fund, Inc.; IDS Market
     Advantage Series, Inc.; IDS Money Market Series, Inc.; IDS New
     Dimensions Fund, Inc.; IDS Precious Metals Fund, Inc.; IDS
     Progressive Fund, Inc.; IDS Selective Fund, Inc.; IDS Special
     Tax-Exempt Series Trust; IDS Stock Fund, Inc.; IDS Strategy
     Fund, Inc.; IDS Tax-Exempt Bond Fund, Inc.; IDS Tax-Free Money
     Fund, Inc.; IDS Utilities Income Fund, Inc. and IDS
     Certificate Company.

(b)   As to each director, officer or partner of the principal
      underwriter:
                                                       
                                                      Positions and
Name and Principal       Position and Offices         Offices with
Business Address         with Underwriter             Registrant   

Ronald G. Abrahamson     Vice President-              None
IDS Tower 10             Service Quality and
Minneapolis, MN 55440    Reengineering

Douglas A. Alger         Vice President-Total         None
IDS Tower 10             Compensation
Minneapolis, MN 55440

Peter J. Anderson        Senior Vice President-       None
IDS Tower 10             Investments                  
Minneapolis, MN 55440                                 

Ward D. Armstrong        Vice President-              None
IDS Tower 10             Sales and Marketing,
Minneapolis, MN  55440   American Express
                         Institutional Retirement
                         Services

Alvan D. Arthur          Group Vice President-        None
Suite 105                Central California/
2710 S. Gateway Oaks Dr. Western Nevada
Sacramento, CA  95833

Joseph M. Barsky III     Vice President-Senior        None
IDS Tower 10             Portfolio Manager
Minneapolis, MN  55440

Robert C. Basten         Vice President-Tax           None
IDS Tower 10             and Business Services
Minneapolis, MN  55440
<PAGE>
PAGE 53
Item 29(b).  As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
                                                      Positions and
Name and Principal       Position and Offices         Offices with
Business Address         with Underwriter             Registrant   

Timothy V. Bechtold      Vice President-Risk          None
IDS Tower 10             Management Products
Minneapolis, MN  55440

John D. Begley           Group Vice President-        None
Suite 100                Ohio/Indiana
7760 Olentangy River Rd.
Columbus, OH  43235

Carl E. Beihl            Vice President-              None
IDS Tower 10             Strategic Technology
Minneapolis, MN 55440    Planning

Jack A. Benjamin         Group Vice President-        None
Suite 200                Greater Pennsylvania
3500 Market Street
Camp Hill, PA  17011

Alan F. Bignall          Vice President-              None
IDS Tower 10             Technology and Development
Minneapolis, MN 55440

Brent L. Bisson          Group Vice President-        None
Ste 900 E. Westside Twr  Los Angeles Metro
11835 West Olympic Blvd.
Los Angeles, CA  90064

John C. Boeder           Vice President-              None
IDS Tower 10             Mature Market Group      
Minneapolis, MN  55440

Walter K. Booker         Group Vice President-        None
Suite 200                New Jersey
3500 Market Street
Camp Hill, NJ  17011

Bruce J. Bordelon        Group Vice President-        None
Galleria One Suite 1900  Gulf States
Galleria Blvd.
Metairie, LA  70001

Charles R. Branch        Group Vice President-        None
Suite 200                Northwest
West 111 North River Dr
Spokane, WA  99201

Karl J. Breyer           Senior Vice President-       None
IDS Tower 10             Corporate Affairs and
Minneapolis, MN 55440    Special Counsel
<PAGE>
PAGE 54
Item 29(b).  As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
                                                      Positions and
Name and Principal       Position and Offices         Offices with
Business Address         with Underwriter             Registrant   

Harold E. Burke          Vice President               None
IDS Tower 10             and Assistant 
Minneapolis, MN 55440    General Counsel

Daniel J. Candura        Vice President-              None
IDS Tower 10             Marketing Support
Minneapolis, MN  55440

Cynthia M. Carlson       Vice President-              None
IDS Tower 10             American Express
Minneapolis, MN  55440   Securities Services

Orison Y. Chaffee III    Vice President-Field         None
IDS Tower 10             Real Estate
Minneapolis, MN 55440

James E. Choat           Senior Vice President-       None
IDS Tower 10             Field Management
Minneapolis, MN  55440

Kenneth J. Ciak          Vice President and           None
IDS Property Casualty    General Manager-
1400 Lombardi Avenue     IDS Property Casualty
Green Bay, WI 54304

Roger C. Corea           Group Vice President-        None
290 Woodcliff Drive      Upstate New York
Fairport, NY  14450

Henry J. Cormier         Group Vice President-        None
Commerce Center One      Connecticut
333 East River Drive
East Hartford, CT  06108

John M. Crawford         Group Vice President-        None
Suite 200                Arkansas/Springfield/Memphis
10800 Financial Ctr Pkwy
Little Rock, AR  72211

Kevin F. Crowe           Group Vice President-        None
Suite 312                Carolinas/Eastern Georgia
7300 Carmel Executive Pk
Charlotte, NC  28226

Colleen Curran           Vice President and           None
IDS Tower 10             Assistant General Counsel
Minneapolis, MN  55440   
<PAGE>
PAGE 55
Item 29(b).  As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
                                                      Positions and
Name and Principal       Position and Offices         Offices with
Business Address         with Underwriter             Registrant   

Alan R. Dakay            Vice President-              Director,
IDS Tower 10             Institutional Products       Vice Chairman
Minneapolis, MN 55440    Group                        & President,
                                                      Financial
                                                      Institutions
                                                      Division

Regenia David            Vice President-              None
IDS Tower 10             Systems Services
Minneapolis, MN  55440

Scott M. DiGiammarino    Group Vice President-        None
Suite 500                Washington/Baltimore
8045 Leesburg Pike
Vienna, VA  22182

Bradford L. Drew         Group Vice President-        None
Two Datran Center        Eastern Florida
Penthouse One B
9130 S. Dadeland Blvd.
Miami, FL  33156

William H. Dudley        Director and Executive       None
IDS Tower 10             Vice President-
Minneapolis MN 55440     Investment Operations

Roger S. Edgar           Senior Vice President        None
IDS Tower 10             and Technology Advisor
Minneapolis, MN 55440

Gordon L. Eid            Senior Vice President        None
IDS Tower 10             and General Counsel
Minneapolis, MN 55440

Robert M. Elconin        Vice President-              None
IDS Tower 10             Government Relations
Minneapolis, MN  55440

Mark A. Ernst            Vice President-              None
IDS Tower 10             Retail Services
Minneapolis, MN 55440

Joseph Evanovich Jr.     Group Vice President-        None
One Old Mill             Nebraska/Iowa/Dakotas
101 South 108th Avenue
Omaha, NE  68154
<PAGE>
PAGE 56
Item 29(b).  As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
                                                      Positions and
Name and Principal       Position and Offices         Offices with
Business Address         with Underwriter             Registrant   

Louise P. Evenson        Group Vice President-        None
Suite 200                San Francisco Bay Area
1333 N. California Blvd.
Walnut Creek, CA  94596

Gordon M. Fines          Vice President-              None
IDS Tower 10             Mutual Fund Equity
Minneapolis MN 55440     Investments

Douglas L. Forsberg      Group Vice President-        None
Suite 100                Portland/Eugene
7931 N. E. Halsey
Portland, OR  97213

William P. Fritz         Group Vice President-        None
Suite 160                Northern Missouri
12855 Flushing Meadows Dr
St. Louis, MO  63131

Carl W. Gans             Group Vice President-        None
8500 Tower Suite 1770    Twin City Metro
8500 Normandale Lake Blvd.
Bloomington, MN  55437

Robert G. Gilbert        Vice President-              None
IDS Tower 10             Real Estate
Minneapolis, MN 55440

John J. Golden           Vice President-              None
IDS Tower 10             Field Compensation
Minneapolis, MN  55440   Development

Morris Goodwin Jr.       Vice President and           Vice 
IDS Tower 10             Corporate Treasurer          President and
Minneapolis, MN  55440                                Treasurer

Suzanne Graf             Vice President-              None
IDS Tower 10             Systems Services
Minneapolis, MN  55440

Bruce M. Guarino         Group Vice President-        None
Suite 1736               Hawaii
1585 Kapiolani Blvd.
Honolulu, HI  96814

David A. Hammer          Vice President               None
IDS Tower 10             and Marketing
Minneapolis, MN  55440   Controller
<PAGE>
PAGE 57
Item 29(b).  As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
                                                      Positions and
Name and Principal       Position and Offices         Offices with
Business Address         with Underwriter             Registrant   

Teresa A. Hanratty       Group Vice President-        None
Suites 6&7               Northern New England
169 South River Road
Bedford, NH  03110

John R. Hantz            Group Vice President-        None
Suite 107                Detroit Metro
17177 N. Laurel Park
Livonia, MI  48154

Robert L. Harden         Group Vice President-        None
Two Constitution Plaza   Boston Metro
Boston, MA  02129

Lorraine R. Hart         Vice President-              None
IDS Tower 10             Insurance Investments
Minneapolis, MN 55440

Scott A. Hawkinson       Vice President-Assured       None
IDS Tower 10             Assets Product Development
Minneapolis, MN 55440    and Management

Brian M. Heath           Group Vice President-        None
Suite 150                North Texas
801 E. Campbell Road
Richardson, TX  75081

James G. Hirsh           Vice President and           None
IDS Tower 10             Assistant General
Minneapolis, MN  55440   Counsel

David J. Hockenberry     Group Vice President-        None
30 Burton Hills Blvd.    Eastern Tennessee
Suite 175
Nashville, TN  37215

Kevin P. Howe            Vice President-              None
IDS Tower 10             Government and
Minneapolis, MN  55440   Customer Relations and
                         Chief Compliance Officer

David R. Hubers          Chairman, Chief              None
IDS Tower 10             Executive Officer and
Minneapolis, MN 55440    President

Marietta L. Johns        Senior Vice President-       None
IDS Tower 10             Field Management
Minneapolis, MN 55440
<PAGE>
PAGE 58
Item 29(b).  As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
                                                      Positions and
Name and Principal       Position and Offices         Offices with
Business Address         with Underwriter             Registrant   

James E. Kaarre          Vice President-              None
IDS Tower 10             Marketing Information
Minneapolis, MN  55440

Linda B. Keene           Vice President-              None
IDS Tower 10             Market Development
Minneapolis, MN  55440

G. Michael Kennedy       Vice President-Investment    None
IDS Tower 10             Services and Investment
Minneapolis, MN  55440   Research

Susan D. Kinder          Senior Vice President-       None
IDS Tower 10             Human Resources
Minneapolis, MN 55440

Richard W. Kling         Senior Vice President-       Director
IDS Tower 10             Risk Management Products
Minneapolis, MN  55440

Paul F. Kolkman          Vice President-              None
IDS Tower 10             Actuarial Finance
Minneapolis, MN 55440

Claire Kolmodin          Vice President-              None
IDS Tower 10             Service Quality
Minneapolis, MN  55440

David S. Kreager         Group Vice President-        None
Ste 108 Trestle Bridge   V Greater Michigan
5136 Lovers Lane
Kalamazoo, MI  49002

Steven C. Kumagai        Director and Senior          None
IDS Tower 10             Vice President-Field
Minneapolis, MN 55440    Management and Business
                         Systems

Mitre Kutanovski         Group Vice President-        None
Suite 680                Chicago Metro
8585 Broadway
Merrillville, IN  48410

Edward Labenski Jr.      Vice President-              None
IDS Tower 10             Senior Portfolio
Minneapolis, MN 55440    Manager

Kurt A. Larson           Vice President-              None
IDS Tower 10             Senior Portfolio
Minneapolis, MN  55440   Manager
<PAGE>
PAGE 59
Item 29(b).  As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
                                                      Positions and
Name and Principal       Position and Offices         Offices with
Business Address         with Underwriter             Registrant   

Lori J. Larson           Vice President-              None
IDS Tower 10             Variable Assets Product
Minneapolis, MN  55440   Development

Ryan R. Larson           Vice President-              Director and
IDS Tower 10             IPG Product Development      Vice
Minneapolis, MN 55440                                 President-
                                                      Product
                                                      Development

Daniel E. Laufenberg     Vice President and           None
IDS Tower 10             Chief U.S. Economist
Minneapolis, MN  55440

Richard J. Lazarchic     Vice President-              None
IDS Tower 10             Senior Portfolio 
MInneapolis, MN  55440   Manager

Peter A. Lefferts        Senior Vice President-       None
IDS Tower 10             Corporate Strategy and
Minneapolis, MN  55440   Development

Douglas A. Lennick       Director and Executive       None
IDS Tower 10             Vice President-Private
Minneapolis, MN  55440   Client Group

Mary J. Malevich         Vice President-              None
IDS Tower 10             Senior Portfolio
Minneapolis, MN 55440    Manager

Fred A. Mandell          Vice President-              None
IDS Tower 10             Field Marketing Readiness
Minneapolis, MN  55440

Daniel E. Martin         Group Vice President-        None
Suite 650                Pittsburgh Metro
5700 Corporate Drive
Pittsburgh, PA  15237

William J. McKinney      Vice President-              None
IDS Tower 10             Field Management
Minneapolis, MN  55440   Support

Thomas W. Medcalf        Vice President-              None
IDS Tower 10             Senior Portfolio Manager
Minneapolis, MN 55440
<PAGE>
PAGE 60
Item 29(b).  As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
                                                      Positions and
Name and Principal       Position and Offices         Offices with
Business Address         with Underwriter             Registrant   

William C. Melton        Vice President-              None
IDS Tower 10             International Research
Minneapolis, MN 55440    and Chief International 
                         Economist

Janis E. Miller          Vice President-              None
IDS Tower 10             Variable Assets
Minneapolis, MN 55440

James A. Mitchell        Executive Vice President-    None
IDS Tower 10             Marketing and Products
Minneapolis, MN 55440

John P. Moraites         Group Vice President-        None
Union Plaza Suite 900    Kansas/Oklahoma
3030 Northwest Expressway
Oklahoma City, OK  73112

Pamela J. Moret          Vice President-              None
IDS Tower 10             Corporate Communications
Minneapolis, MN 55440    

Alan D. Morgenstern      Group Vice President-        None
Suite 200                At Large
3500 Market Street    
Camp Hill, NJ  17011

Barry J. Murphy          Senior Vice President-       None
IDS Tower 10             Client Service
Minneapolis, MN  55440

Mary Owens Neal          Vice President-              None
IDS Tower 10             Mature Market Segment
Minneapolis, MN  55440

Robert J. Neis           Vice President-              None
IDS Tower 10             Technology Services
Minneapolis, MN 55440

Ronald E. Newton         Group Vice President-        None
319 Southbridge St.      Rhode Island/Central
Auburn, MA  01501        Massachusetts

Thomas V. Nicolosi       Group Vice President-        None
Suite 220                New York Metro Area
500 Mamaroneck Avenue
Harrison, NY  10528
<PAGE>
PAGE 61
Item 29(b).  As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
                                                      Positions and
Name and Principal       Position and Offices         Offices with
Business Address         with Underwriter             Registrant   

James R. Palmer          Vice President-              None
IDS Tower 10             Taxes
Minneapolis, MN 55440

Carla P. Pavone          Vice President-              None
IDS Tower 10             Specialty Service Teams
Minneapolis, MN  55440   and Emerging Business

Susan B. Plimpton        Vice President-              None
IDS Tower 10             Segmentation Development
Minneapolis, MN 55440    and Support

Larry M. Post            Group Vice President-        None
One Tower Bridge         Philadelphia Metro
100 Front Street 8th Fl
West Conshohocken, PA  19428

Ronald W. Powell         Vice President and           None
IDS Tower 10             Assistant General
Minneapolis, MN 55440    Counsel

James M. Punch           Vice President-              None
IDS Tower 10             Geographical Service
Minneapolis, MN 55440    Teams

Frederick C. Quirsfeld   Vice President-Taxable       None
IDS Tower 10             Mutual Fund Investments
Minneapolis, MN 55440

R. Daniel Richardson     Group Vice President-        None
Suite 800                Southern Texas
Arboretum Plaza One
9442 Capital of Texas Hwy N.
Austin, TX  78759

Roger B. Rogos           Group Vice President-        None
One Sarasota Tower       Western Florida
Suite 700
Two N. Tamiami Trail
Sarasota, FL  34236

ReBecca K. Roloff        Vice President-1994          None 
IDS Tower 10             Program Director
Minneapolis, MN  55440   

Stephen W. Roszell       Vice President-              None
IDS Tower 10             Advisory Institutional
Minneapolis, MN  55440   Marketing
<PAGE>
PAGE 62
Item 29(b).  As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
                                                      Positions and
Name and Principal       Position and Offices         Offices with
Business Address         with Underwriter             Registrant   

Max G. Roth              Group Vice President-        None
Suite 201 S IDS Ctr      Wisconsin/Upper Michigan
1400 Lombardi Avenue
Green Bay, WI  54304

Robert A. Rudell         Vice President-              None
IDS Tower 10             American Express    
Minneapolis, MN 55440    Institutional Retirement
                         Services

John P. Ryan             Vice President and           None
IDS Tower 10             General Auditor
Minneapolis, MN 55440

Erven Samsel             Senior Vice President-       None
45 Braintree Hill Park   Field Management
Suite 402
Braintree, MA  02184

Russell L. Scalfano      Group Vice President-        None
Suite 201                Illinois/Indiana/Kentucky
101 Plaza East Blvd.
Evansville, IN  47715

William G. Scholz        Group Vice President-        None
Suite 205                Arizona/Las Vegas
7333 E Doubletree Ranch Rd
Scottsdale, AZ  85258

Stuart A. Sedlacek       Vice President-              Chairman of 
IDS Tower 10             Assured Assets               the Board and
Minneapolis, MN  55440                                President

Donald K. Shanks         Vice President-              None
IDS Tower 10             Property Casualty
Minneapolis, MN  55440

F. Dale Simmons          Vice President-Senior        None 
IDS Tower 10             Portfolio Manager,
Minneapolis, MN 55440    Insurance Investments

Judy P. Skoglund         Vice President-              None
IDS Tower 10             Human Resources and
Minneapolis, MN  55440   Organization Development

Julian W. Sloter         Group Vice Presidnet-        None
Ste 1700 Orlando FinCtr  Orlando/Jacksonville
800 North Magnolia Ave.
Orlando, FL  32803
<PAGE>
PAGE 63
Item 29(b).  As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
                                                      Positions and
Name and Principal       Position and Offices         Offices with
Business Address         with Underwriter             Registrant   

Ben C. Smith             Vice President-              None
IDS Tower 10             Workplace Marketing
Minneapolis, MN  55440

William A. Smith         Vice President and           None
IDS Tower 10             Controller-Private
Minneapolis, MN 55440    Client Group

James B. Solberg         Group Vice President-        None
466 Westdale Mall        Eastern Iowa Area
Cedar Rapids, IA  52404

Bridget Sperl            Vice President-              None
IDS Tower 10             Human Resources
Minneapolis, MN 55440    Management Services

Paul J. Stanislaw        Group Vice President-        None
Suite 1100               Southern California
Two Park Plaza
Irvine, CA  92714

Lois A. Stilwell         Group Vice President-        None
Suite 433                Outstate Minnesota Area/
9900 East Bren Road      North Dakota/Western
Minnetonka, MN  55343    Wisconsin

William A. Stoltzmann    Vice President and           None
IDS Tower 10             Assistant General
Minneapolis, MN 55440    Counsel

James J. Strauss         Vice President-              None
IDS Tower 10             Corporate Planning
Minneapolis, MN 55440    and Analysis

Jeffrey J. Stremcha      Vice President-Information   None
IDS Tower 10             Resource Management/ISD
Minneapolis, MN  55440

Neil G. Taylor           Group Vice President-        None
Suite 425                Seattle/Tacoma
101 Elliott Avenue West
Seattle, WA  98119

John R. Thomas           Senior Vice President-       None
IDS Tower 10             Information and
Minneapolis, MN 55440    Technology

Melinda S. Urion         Senior Vice President        None
IDS Tower 10             and Chief Financial
Minneapolis, MN 55440    Officer
<PAGE>
PAGE 64
Item 29(b).  As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
                                                      Positions and
Name and Principal       Position and Offices         Offices with
Business Address         with Underwriter             Registrant   

Peter S. Velardi         Group Vice President-        None
Suite 180                Atlanta/Birmingham
1200 Ashwood Parkway
Atlanta, GA  30338

Charles F. Wachendorfer  Group Vice President-        None
Suite 100                Denver/Salt Lake City/
Stanford Plaza II        Albuquerque
7979 East Tufts Ave Pkwy
Denver, CO  80237

Wesley W. Wadman         Vice President-              None
IDS Tower 10             Senior Portfolio
Minneapolis, MN 55440    Manager

Norman Weaver Jr.        Senior Vice President-       None
1010 Main St Suite 2B    Field Management
Huntington Beach, CA  92648

Michael L. Weiner        Vice President-              None
IDS Tower 10             Tax Research and Audit
Minneapolis, MN 55440

James M. Weiss           Vice President-Senior
IDS Tower 10             Portfolio Manager
Minneapolis, MN  55440

Lawrence J. Welte        Vice President-              None
IDS Tower 10             Investment Administration
Minneapolis, MN  55440

Jeffry M. Welter         Vice President-              None
IDS Tower 10             Equity and Fixed Income
Minneapolis, MN  55440   Trading

William N. Westhoff      Senior Vice President and    None
IDS Tower 10             Global Chief Investment
Minneapolis, MN  55440   Officer

Thomas L. White          Group Vice President-        None
Suite 200                Cleveland Metro
28601 Chagrin Blvd.
Woodmere, OH  44122

Eric S. Williams         Group Vice President-        None
Suite 250                Virginia
3951 Westerre Parkway
Richmond, VA  23233
<PAGE>
PAGE 65
Item 29(b).  As to each director, officer or partner of the
principal underwriter (American Express Financial Advisors):
(cont'd)
                                                      Positions and
Name and Principal       Position and Offices         Offices with
Business Address         with Underwriter             Registrant   

Edwin M. Wistrand        Vice President and           None
IDS Tower 10             Assistant General
Minneapolis, MN 55440    Counsel

Michael R. Woodward      Senior Vice President-       None
32 Ellicott St Ste 100   Field Management
Batavia, NY  14020

Item 29(c).
<TABLE>
<CAPTION>
                       Net Underwriting
  Name of Principal     Discounts and        Compensation on        Brokerage
  Underwriter            Commissions           Redemption          Commissions     Compensation
  <S>                        <C>                  <C>                  <C>             <C>
  American Express           None                 None                 None            None
  Financial Advisors
  Inc.
</TABLE>

Item 30.    Location of Accounts and Records

            American Centurion Life Assurance Company
            20 Madison Avenue Extension
            Albany, NY  12205-0555

Item 31.    Management Services

            Not applicable.

Item 32.    Undertakings

            (a)   Registrant undertakes that it will file a
                  post-effective amendment to this registration
                  statement as frequently as is necessary to ensure
                  that the audited financial statements in the
                  registration statement are never more than 16
                  months old for so long as payments under the
                  variable annuity contracts may be accepted.

            (b)   Registrant undertakes that it will include either
                  (1) as part of any application to purchase a
                  contract offered by the prospectus, a space that
                  an applicant can check to request a Statement of
                  Additional Information, or (2) a post card or
                  similar written communication affixed to or
                  included the prospectus that the applicant can
                  remove to send for a Statement of Additional
                  Information.
<PAGE>
PAGE 66
            (c)   Registrant undertakes to deliver any Statement of
                  Additional Information and any financial
                  statements required to be made available under
                  this Form promptly upon written or oral request
                  to IDS Life Contract Owner Service at the address
                  or phone number listed in the prospectus.

            (d)   Registrant represents that it is relying upon the
                  no-action assurance given to the American Council
                  of Life Insurance (pub. avail. Nov. 28, 1989). 
                  Further, Registrant represents that it has
                  complied with the provisions of paragraphs (1) -
                  (4) of that no-action letter.
<PAGE>
PAGE 67
                            SIGNATURES

As required by the Securities Act of 1933 and the Investment
Company Act of 1940, American Centurion Life Assurance Company, on
behalf of the Registrant has duly caused this Registration
Statement to be signed on its behalf, in the City of Minneapolis,
and State of Minnesota, on the 29th day of January, 1996.


                         ACL VARIABLE ANNUITY ACCOUNT 2           
                               (Registrant)

                      By American Centurion Life Assurance Company
                                          (Sponsor)

                      By /s/ Stuart A. Sedlacek*                  
                             Stuart A. Sedlacek
                             Chairman and President


As required by the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the
capacities indicated on the 29th day of January, 1996.

Signature                               Title

/s/ Stuart A. Sedlacek*                 Director, Chairman and
    Stuart A. Sedlacek                  President

/s/ Jay C. Hatlestad*                   Director, Vice President
    Jay C. Hatlestad                    and Controller

/s/ Robert C. Auriema*                  Director
    Robert C. Auriema

/s/ Alan R. Dakay*                      Director
    Alan R. Dakay

/s/ Clarence E. Galston*                Director
    Clarence E. Galston

/s/ Robert A. Hatton*                   Director
    Robert A. Hatton

/s/ William J. Heron Jr.*               Director
    William J. Heron Jr.

/s/ Richard W. Kling*                   Director
    Richard W. Kling

/s/ Ryan R. Larson*                     Director
    Ryan R. Larson

/s/ Herbert W. Marache*                 Director
    Herbert W. Marache
<PAGE>
PAGE 68
Signature                               Title

/s/ Kenneth W. Larson*                  Director
    Kenneth W. Larson

/s/ Doretta Rinaldi                     Director
    Doretta Rinaldi

/s/ Anne L. Segal*                      Director
    Anne L. Segal

/s/ Guerdon D. Smith*                   Director
    Guerdon D. Smith


*Signed pursuant to Power of Attorney, filed electronically
herewith.



______________________________
Mary Ellyn Minenko 
<PAGE>
PAGE 69
                CONTENTS OF REGISTRATION STATEMENT

This Registration Statement is comprised of the following papers
and documents:

The Cover Page.

Cross-reference sheet.

Part A.

     The prospectus.

Part B.

     Statement of Additional Information.

Part C.

     Other Information.

     The signatures.

Exhibits.


<PAGE>
PAGE 1
ACL VARIABLE ANNUITY ACCOUNT 2

                           EXHIBIT INDEX

Exhibit 1:        Certificate establishing the ACL Variable Annuity
                  Account 2 dated December 1, 1995.

Exhibit 4.1:      Form of Flexible Payment Deferred Annuity
                  Contract.

Exhibit 5.1:      Application for American Centurion Life Variable
                  Annuity.

Exhibit 6.1:      Amended and Restated By-Laws of American
                  Centurion Life.

Exhibit 6.2:      Amended and Restated Articles of Incorporation of
                  American Centurion Life.

Exhibit 6.3:      Emergency By-Laws of American Centurion Life.

Exhibit 13:       Copy of schedule for computation of each
                  performance quotation.

Exhibit 14.2:     Power of Attorney to sign this Registration
                  Statement dated December 22, 1995.


<PAGE>
PAGE 1
                             EXHIBIT 1

                            CERTIFICATE

The undersigned, Mary Jo Olson, Assistant Secretary of American
Centurion Life Assurance Company, a New York corporation, does
hereby certify:

1.    That she is the duly elected, qualified and acting Assistant
      Secretary of American Centurion Life Assurance Company and
      that the following is a true and correct copy of resolutions
      duly adopted by the Board of Directors on October 12, 1995
      and that such resolutions remain in full force and effect:

      WHEREAS, The Board of Directors has determined that it is
      desirable for the Corporation to develop certain variable
      annuity contracts and/or certain combination fixed/variable
      annuity contracts to be issued by the Corporation; now,
      therefore, be it

      RESOLVED, That ACL Variable Annuity Account 1, comprised of
      one or more subaccounts, is hereby established as a separate
      account in accordance with Section 4240, New York Insurance
      Law.

      RESOLVED FURTHER, That ACL Variable Annuity Account 2,
      comprised of one or more subaccounts, is hereby established
      as a separate account in accordance with Section 4240, New
      York Insurance Law.

      RESOLVED FURTHER, That the proper officers of the Corporation
      are hereby authorized and directed to establish such
      subaccounts within each separate account as they determine to
      be appropriate.

      RESOLVED FURTHER, That the proper officers of the Corporation
      are hereby authorized and directed, as they may deem
      appropriate from time to time and in accordance with
      applicable laws and regulations to:  (i) establish further
      any subaccounts within each separate account; (ii) change the
      designation of each separate account to another designation;
      and (iii) deregister each separate account.

      RESOLVED FURTHER, That the proper officers of the Corporation
      are hereby authorized and directed to accomplish all filings,
      registrations and applications for exemptive relief necessary
      to carry the foregoing into effect.

IN WITNESS WHEREOF, the undersigned has executed this certificate
and caused the seal of American Centurion Life Assurance Company to
be hereunto affixed this  1st  day of   December  , 1995.

                                     /s/    Mary Jo Olson         
                                            Mary Jo Olson
                                            Assistant Secretary

     SEAL

<PAGE>
PAGE 1


            Flexible Payment Deferred Annuity Contract


American Centurion Life 

A Stock Company

P.O. Box 5555
Albany, New York  12205-0555


This is a deferred annuity contract.  It is a legal contract
between you, as the owner, and us, American Centurion Life
Assurance Company, a Stock Company, Indianapolis, Indiana.  PLEASE
READ YOUR CONTRACT CAREFULLY.

If the annuitant is living on the Retirement Date, we will begin to
pay you monthly annuity payments.  Any payments made by us are
subject to the terms of this contract.  The owner and beneficiary
are as named in the application unless they are changed as provided
for in this contract.

We issue this contract in consideration of your application and the
payment of the purchase payments.

Signed for and issued by American Centurion Life Assurance Company
in Albany, New York, as of the contract date shown below.

ACCUMULATION VALUES, WHEN BASED ON THE INVESTMENT RESULTS OF THE
SEPARATE ACCOUNTS, ARE VARIABLE AND NOT GUARANTEED AS TO FIXED
DOLLAR AMOUNT.  SEE PAGE 9 FOR VARIABLE PROVISIONS. 

NOTICE OF YOUR RIGHT TO EXAMINE THIS CONTRACT FOR 10 DAYS.  If for
any reason you are not satisfied with this contract, return it to
us or our agent within 10 days after you receive it.  We will then
cancel this contract and refund all purchase payments which you
have made.  This contract will then be considered void from its
start.


President


Secretary


o Flexible Purchase Payments
o Optional Fixed Dollar or Variable Accumulation Values and Annuity
  Payments 
o Annuity Payments to Begin on the Retirement Date
o This Contract is Nonparticipating - Dividends Are Not Payable


45054                                                      A(11/95)
<PAGE>
PAGE 2
                           CONTRACT DATA

Upon issuance of this contract your initial purchase payment has
been applied to the fixed and variable accounts as shown below. 
You may make additional payments and change the purchase payment
allocation as provided in this contract.  Refer to the purchase
payments provision on Page 6.

                                              Purchase Payment
       Variable Subaccounts/Funds           Allocation Percentage
       IDSL Capital Resource                         10%
       IDSL Special Income                           10%
       IDSL Moneyshare                               10%
       IDSL Managed                                   0%
       IDSL International Equity                     10%
       IDSL Aggressive Growth                        10%
       OCC Managed                                   10%
       OCC U.S. Gov't. Income                         0%
       G.T. Global New Pacific                        0%
       G.T. Global Latin America                      0%
       PCM New Opportunities                         10%
       PCM Growth & Income                            0%
       PCM High Yield                                 0%
       PCM Diversified Income                        10%
       ACL Fixed Account                             20%

Withdrawal Charge:  If you withdraw all or a portion of this
contract, a withdrawal charge may apply.  A withdrawal charge
applies if all or part of the contract value withdrawn is from
purchase payments received during the contract year of withdrawal
and during the six immediately preceding contract years.

         Contract Years
      From Payment Receipt         Withdrawal Charge
               1                   7% of purchase payment withdrawn
               2                   6% of purchase payment withdrawn
               3                   5% of purchase payment withdrawn
               4                   4% of purchase payment withdrawn
               5                   3% of purchase payment withdrawn
               6                   2% of purchase payment withdrawn
               7                   1% of purchase payment withdrawn
          Thereafter               0% of purchase payment withdrawn

After the first contract year, you may withdraw up to 10 percent of
your prior contract anniversary contract value each contract year
without incurring a withdrawal charge.  Refer to the withdrawal
charge provision on Page 11 for additional withdrawal charge
information.

Contract Administrative Charge:  See Page 8.

The Maximum Total Contract Purchase Payments (cumulative total all
contract years) is $1,000,000.  We reserve the right to increase
this maximum on a uniform basis for all contract owners in a class.

The Guaranteed Minimum Effective Interest Rate to be credited to
the fixed account is 3%.
<PAGE>
PAGE 3
                           CONTRACT DATA

Contract Number:            9930-SAMPLE
Initial Purchase Payment:   $10,000.00
Annuitant:                  John Doe
Contract Owner:             John Doe

Contract Date:              January 1, 1996
Retirement Date:            January 1, 2026
Contract Type:              Non-qualified


45054
<PAGE>
PAGE 4
                             Contents


Definitions                   Important words and meanings/Page 2

General Provisions            Entire contract; Annuity tax
                              qualification; Contract modification;
                              Incontestability; Benefits based on
                              incorrect data; State laws; Reports
                              to owner; Evidence of survival;
                              Protection of proceeds; Payments by
                              us; Voting rights/Page 3

Ownership and Beneficiary     Owner rights; Joint owners; Change of
                              ownership; Annuitant; Beneficiary;
                              Change of Beneficiary;
                              Assignment/Page 4

Payments to Beneficiary       Describes options and amounts payable
                              upon death/Page 5

Purchase Payments             Purchase payments amounts; Payment
                              limits; Allocations of purchase
                              payments/Page 6

Contract Value                Describes the fixed and variable
                              account contract values; Interest to
                              be credited; Contract administrative
                              charge; Premium taxes; Transfers of
                              contract values/Page 7

Fixed and Variable Accounts   Describes the fixed account;
                              Describes the variable subaccounts,
                              accumulation units and values; Net
                              investment factor; Mortality and
                              expense risk charge; Variable account
                              administrative charge; Distribution
                              charge; Annuity unit value/Page 9

Withdrawal Provisions         Contract withdrawal for its
                              withdrawal value;  Rules for
                              withdrawal; TSA distribution
                              restrictions/Page 11

Annuity Provisions            When annuity payments begin;
                              Different ways to receive annuity
                              payments; Determination of payment
                              amounts/Page 13

Tables of Settlement Rates    Tables showing the amount of the
                              first variable annuity payment and
                              the guaranteed fixed annuity payments
                              for the various payment plans/Page 15

<PAGE>
PAGE 5
                            Definitions

The following words are used often in this contract.  When we use
these words, this is what we mean:

Annuitant
The person or persons on whose life monthly annuity payments
depend.

You, Your
The owner of this contract.  The owner may be someone other than
the annuitant.  The owner is shown in the application unless the
owner has been changed as provided in this contract.

We, Us, Our
American Centurion Life Assurance Company

Accumulation Unit
An accumulation unit is an accounting unit of measure.  It is
used to calculate the contract value prior to settlement. 

Annuity Unit
An annuity unit is an accounting unit of measure. It is used to
calculate the value of annuity payments from the variable account
on and after the retirement date.

Contract Date
It is the date from which contract anniversaries, contract years,
and contract months are determined.  Your contract date is shown
under Contract Data.

Contract Anniversary
The same day and month as the contract date each year that the
contract remains in force.

Contract Value
The sum of the: (1) Fixed Account Contract Value; and (2) Variable
Account Contract Value.

Retirement Date
The date shown under Contract Data on which annuity payments are to
begin.  This date may be changed as provided in this contract.  You
will be notified prior to the retirement date in order to select an
appropriate annuity payment plan.

Settlement
The application of the contract value of this contract to provide
annuity payments.

Valuation Date
A valuation date is each day the New York Stock Exchange is open
for trading.

Valuation Period
A valuation period is the interval of time commencing at the close
of business on each valuation date and ending at the close of
business on the next valuation date.
<PAGE>
PAGE 6
Fixed Account
The fixed account is made up of all our assets other than those in
any separate account.

Variable Account
The variable account is a separate investment account of ours.  It
consists of several subaccounts.  Each subaccount is named under
Contract Data.

Fixed Annuity
A fixed annuity is an annuity with payments which are guaranteed by
us as to dollar amount during the annuity payment period.

Variable Annuity
A variable annuity is an annuity with payments which are not
predetermined or guaranteed as to dollar amount and vary in amount
with the investment experience of one or more of the variable
subaccounts.

Written Request
A request in writing signed by you and delivered to us at our
administrative office. 

Code
The Internal Revenue Code of 1986, as amended, and all related laws
and regulations which are in effect during the term of this
contract.
<PAGE>
PAGE 7
                        General Provisions

Entire Contract
This contract form, any endorsements and the copy of the
application attached to it are the entire contract between you and
us.

No one except one of our corporate officers (President, Vice
President, Secretary or Assistant Secretary) can change or waive
any of our rights or requirements under this contract.  That
person must do so in writing.  None of our representatives or
other persons has the authority to change or waive any of our
rights or requirements under this contract.

Annuity Tax Qualification
This contract is intended to qualify as an annuity contract under
Section 72 of the Code for federal income tax purposes.  To that
end, the provisions of this contract are to be interpreted to
ensure or maintain such tax-qualification, notwithstanding any
other provisions to the contrary.

Contract Modification
We reserve the right to modify this contract to the extent
necessary to qualify this contract as an annuity contract under 
Section 72 of the Code and all related laws and regulations which
are in effect during the term of this contract.

We will obtain the approval of any regulatory authority for the
modifications and will provide you with notice and copy of such
change.

Incontestable
This contract is incontestable from its date of issue.

Benefits Based on Incorrect Data
Payments under the contract will be based on the annuitant's
birthdate and sex.  If the annuitant's birthdate or sex has been
misstated, payments under this contract will be adjusted.  They
will be based on what would have been provided at the correct
birthdate and sex.  Any underpayments made by us will be made up
immediately with an interest credit of 6% per year.  Any
overpayments made by us will be subtracted from the future payments
together with an interest charge of 6% per year.  

State Laws
This contract is governed by the law of the state in which it is
delivered.  The values and benefits of this contract are at least
equal to those required by such state.  Any paid up annuity, cash
withdrawal or death benefits available under the contract are not
less than the minimum benefits required by any statute of the state
in which the contract is delivered.

Reports to Owner
At least once a year we will send you a statement showing the
contract value and the cash withdrawal value of this contract.
This statement will be based on any laws or regulations that apply
to contracts of this type.
<PAGE>
PAGE 8
Evidence of Survival
Where any payments under this contract depend on the recipient or
annuitant being alive on a certain date, proof that such condition
has been met may be required by us.  Such proof may be required
prior to making the payments.

Protection of Proceeds
Payments under this contract are not assignable by any
beneficiary prior to the time they are due.  To the extent allowed
by law, payments are not subject to the claims of creditors or to
legal process.

Payments by Us
All sums payable by us are payable at our home office.  Any
payment of a variable annuity or withdrawal based on the
variable contract value shall be payable only from the variable
account.

Voting Rights
So long as federal law requires, we will give certain voting
rights to contractowners.  As contractowner, if you have voting
rights we will send a notice to you telling you the time and place
of a shareholder meeting.  The notice will also explain matters
to be voted upon and how many votes you get.
<PAGE>
PAGE 9
                     Ownership and Beneficiary

Owner Rights
As long as the annuitant is living and unless otherwise provided in
this contract, you may exercise all rights and privileges provided
in this contract or allowed by us.

Joint Owners
All joint owners must sign all ownership requests.  Joint owners
must designate one address to which all communications are to be
sent.  The death benefit described on Page 5 will be paid to the
beneficiary at the death of the first joint owner to die. 

For joint spousal ownerships, the surviving spouse is deemed the
sole beneficiary superseding any other beneficiary designation.
This permits the surviving spouse the use of the spousal 
continuation at death described on Page 5.  The deemed surviving
spouse sole beneficiary may be overridden if specifically requested
in writing signed by both joint spousal owners.

Change of Ownership
You may change the ownership.

Any change of ownership must be made  by written request on a form
approved by us.  The change must be made while the annuitant is
living.  Once the change is recorded by us, it will take effect as
of the date of your request, subject to any action taken or payment
made by us before the recording.

Annuitant
The annuitant is the person you named in the application.  The only
permitted change of annuitant is to an eligible surviving spouse
electing spousal continuation as described on Page 5.

Beneficiary
Beneficiaries are those you have named in the application or later
changed as provided below, to receive benefits of this contract if
you or the annuitant die while this contract is in force.

Only those beneficiaries who are living when death benefits become
payable may share in the benefits, if any.  If no beneficiary is
then living, we will pay the benefits to you, if living, otherwise
to your estate.

For joint spousal ownerships, the surviving spouse is deemed the
sole beneficiary superseding any other beneficiary designation.
This permits the surviving spouse the use of the spousal 
continuation at death described on Page 5.  The deemed surviving
spouse sole beneficiary may be overridden if specifically requested
in writing signed by both joint spousal owners.

Change of Beneficiary
You may change the beneficiary anytime while the annuitant is
living by satisfactory written request to us.  Once the change is
recorded by us, it will take effect as of the date of your request,
subject to any action taken or payment made by us before the
recording.  
<PAGE>
PAGE 10
Assignment
You can assign this contract or any interest in it while the
annuitant is living.  Your interest and the interest of any
beneficiary is subject to the interest of the assignee.  An
assignment is not a change of ownership and an assignee is not an
owner as these terms are used in this contract.  Any amounts
payable to the assignee will be paid in a single sum.

A copy of any assignment must be submitted to us at our home
office.  Any assignment is subject to any action taken or payment
made by us before the assignment was recorded at our home office. 
We are not responsible for the validity of any assignment.
<PAGE>
PAGE 11
                      Payments to Beneficiary

Death Benefits Before the Retirement Date 
If you or the annuitant die before the retirement date while this
contract is in force, and both you and the annuitant were age 75
or younger on the contract date, and if all withdrawals you have
made from this contract have been without withdrawal charge, we
will pay the beneficiary the greater of:

1. the contract value; or

2. the total purchase payments paid less any amounts withdrawn; or

3. on or after the fifth contract anniversary, the death benefit as
   of the most recent fifth contract anniversary adjusted by adding
   any purchase payments made since that most recent fifth contract
   anniversary and by subtracting any amounts withdrawn since that
   most recent fifth contract anniversary. 

If you or the annuitant die before the retirement date while this
contract is in force, and both you and the annuitant were age 75 or
younger on the contract date, and you have made withdrawals subject
to withdrawal charge, we will pay the beneficiary the contract
value.

If you or the annuitant die before the retirement date while this
contract is in force, and either you or the annuitant were age 76
or older on the contract date, we will pay the beneficiary the
contract value.

If the annuity is jointly owned, the death benefit described above
will be paid to the beneficiary at the death of the first joint
owner to die.  For joint spousal ownerships, the surviving spouse
is deemed the sole beneficiary superseding any other beneficiary
designation.  This permits the surviving spouse the use of the
spousal continuation at death described on Page 5.  The deemed
surviving spouse sole beneficiary may be overridden if specifically
requested in writing signed by both joint spousal owners.

Federal law requires distribution at the annuitant's death if the
owner is a corporation or other non-individual.

Payment of Death Benefit Before the Retirement Date 
The above death benefit will be payable in a lump sum upon the
receipt of due proof of death of you or the annuitant, whichever
first occurs.  The beneficiary may elect to receive payment anytime
within five years after the date of death.

In lieu of a lump sum, payment may be made under an Annuity Payment
Plan, provided:

1. the beneficiary elects the plan within 60 days after we receive
   due proof of death; and

2. the plan provides payments over a period which does not exceed
   the life or life expectancy of the beneficiary; and

<PAGE>
PAGE 12
3. payments must begin no later than one year after the date of
   death.

In this event, the reference to "annuitant" in the Annuity
Provisions shall apply to the beneficiary.

Any amounts payable or applied by us as described in this section
will be based on the contract value as of the valuation date on or
next following the date on which due proof of death is received at
our home office.

Spouse's Option to Continue Contract
If you die prior to the retirement date and your spouse is the sole
beneficiary or co-owner of the contract, your spouse may keep the
contract in force as owner and may make additional purchase
payments to the contract.

Death After the Retirement Date
If you (the owner) die while payments are being made under an
Annuity Payment Plan, those payments will continue according to the
plan you chose.

If the annuitant dies while payments are being made under an
Annuity Payment Plan, those payments will end unless the plan you
chose calls for payments to continue after the annuitant's death.

If you chose Annuity Payment Plan B, C or E (see Annuity Payment
Plans on Page 13), any remaining guaranteed payments will be
continued to your beneficiary, if living; if not, to you, if
living; if not, to your estate.
<PAGE>
PAGE 13
                         Purchase Payments

Purchase Payments
Purchase payments are the payments you make for this contract and
the benefits it provides.  Purchase payments must be paid or mailed
to us at our home office or to an authorized agent.  If requested,
we'll give you a receipt for your purchase payments.  Upon payment
to us, purchase payments become our property.

Net purchase payments are that part of your purchase payments
applied to the contract value.  A net purchase payment is equal to
the purchase payment less any applicable premium tax charge.

Additional Purchase Payments
Additional purchase payments may be made until the earlier of: 

1. the date this contract terminates by withdrawal or otherwise; or

2. the date on which annuity payments begin.

Additional purchase payments are subject to the "Payment Limits
Provision" below.

Payment Limits Provision
Maximum Purchase Payments - The maximum total contract purchase
payments may not exceed the amounts shown under Contract Data.  We
reserve the right to increase the maximums.

Additional Purchase Payments - You may make additional purchase
payments of at least $500.

All purchase payments must be made in cash.  If you die before the
entire interest in this contract has been distributed to you, and
your beneficiary is other than your surviving spouse, no additional
purchase payments will be accepted from your beneficiary under this
contract.

Allocation of Purchase Payments
You instruct us on how you want your purchase payments allocated
among the fixed account and variable subaccounts.  Your choice for
the fixed account and each variable subaccount may be made in any
whole percent from 0% to 100%.  No allocation may be made that
would result in a fixed account or variable subaccount value of
less than $500.  Your allocation instructions as of the contract
date are shown under Contract Data.  

By written request, or by another method agreed to by us, you may
change your choice of accounts or percentages.  Net purchase
payments will be allocated as of the end of the valuation period
during which we receive the payment at our home office.

<PAGE>
PAGE 14
                          Contract Value

Contract Value
The contract value at any time is the sum of: 

     1. the Fixed Account Contract Value; and 
     2. the Variable Account Contract Value.  

If:  1. part or all of the contract value is withdrawn; or 
     2. charges described herein are made against the contract
        value; 

then a number of accumulation units from the variable subaccounts
and an amount from the fixed account will be deducted to equal such
amount.  For withdrawals, deductions will be made from the fixed or
variable subaccounts that you specify.  Otherwise, the number of
units from the variable subaccounts and the amount from the fixed
account will be deducted in the same proportion that your interest
in each bears to the total contract value.

Variable Account Contract Value
The variable account contract value at any time will be: 

1. the sum of the value of all variable subaccount accumulation
   units under this contract resulting from purchase payments so
   allocated, or transfers among the variable and fixed accounts;
   less 
2. the value of any units deducted for charges or withdrawals.

Fixed Account Contract Value
The fixed account contract value at any time will be: 

1. the sum of all purchase payments allocated to the fixed account,
   plus interest credited; plus
2. any amounts transferred to the fixed account from any variable
   subaccount, plus interest credited; less
3. any amounts transferred from the fixed account to any variable
   subaccount; less
4. any amounts deducted for charges or withdrawals.

Interest to be Credited
We will credit interest to the fixed account contract value. 
Interest will begin to accrue on the date the purchase payments are
received in our home office.  Such interest will be credited at
rates that we determine from time to time.  However, we guarantee
that the rate will not be less than a 3% effective annual interest
rate. 

<PAGE>
PAGE 15
                 Table of Fixed Account Guaranteed
                          Minimum Values
                    Per $2,000 Annual Payments
                Allocated 100% to the Fixed Account
            Based on the 3% Minimum Interest Guarantee

                    Guaranteed                  Guaranteed
End of              minimum                     minimum
contract            fixed account               fixed account
year                contract values             withdrawal values
1                   $ 2,030.00                  $ 1,901.90
2                     4,120.90                    3,866.65
3                     6,274.53                    5,924.16
4                     8,492.76                    8,062.19
5                    10,777.55                   10,282.57

6                    13,130.87                   12,590.87
7                    15,554.80                   14,994.85
8                    18,051.44                   17,491.44
9                    20,622.99                   20,062.99
10                   23,271.68                   22,711.68

11                   25,999.83                   25,439.83
12                   28,809.82                   28,249.82
13                   31,704.11                   31,144.11
14                   34,685.24                   34,125.24
15                   37,755.80                   37,195.80

16                   40,918.47                   40,358.47
17                   44,176.02                   43,616.02
18                   47,531.30                   46,971.30
19                   50,987.24                   50,427.24
20                   54,546.86                   53,986.86

If there are any additional payments, transfers to or from the
variable subaccounts, withdrawals or premium tax adjustments, the
above values will be adjusted as described in this contract.

Variable subaccount contract and withdrawal values are not
guaranteed and cannot be projected.

Contract Administrative Charge
We charge a fee for establishing and maintaining our records for
this contract.  The charge is $30 per year and is deducted from the
contract value at the end of each contract year.  The charge
deducted will be prorated among the variable subaccounts and the
fixed account in the same proportion your interest in each bears to
the total contract value.

We waive the annual contract administrative charge for any contract
year where the contract value immediately prior to the deduction of
the contract administrative charge is $50,000 or more.

If you make a full withdrawal of this contract, we deduct the full
$30 contract administrative charge at the time of full withdrawal.

The charge does not apply after settlement of this contract.
<PAGE>
PAGE 16
Premium Tax Charges
A charge will be made by us against the contract value of this
contract for any premium taxes not previously deducted.

Transfers of Contract Values
While this contract is in force prior to the settlement date,
transfers of contract values may be made as outlined below:

1. You may transfer all or a part of the values held in one or more
   of the variable subaccounts to another one or more of the
   variable subaccounts.  Subject to item 2, you may also transfer
   values held in one or more of the variable subaccounts to the
   fixed account. 

2.  On or within the 30 days before or after a contract anniversary
    you may transfer values from the fixed account to one or more
    of the variable subaccounts.  If such a transfer is made, no
    transfers from any variable subaccount to the fixed account may
    be made for six months.

You may make a transfer by written request.  There is no fee or
charge for these transfers.  However, the minimum transfer amount
is $500, or if less, the entire value in the subaccount or in the
fixed account from which the transfer is being made, or other such
minimum amounts agreed to by us. 

We reserve the right to modify your right to transfer all or part
of the values held in one or more of the variable subaccounts or
the fixed account to another one or more of the variable
subaccounts or the fixed account if we determine, in our sole
discretion, that the exercise of that right by one or more Contract
Owners is, or would be, to the disadvantage of other Contract
Owners.  Modifications could include, but are not limited to, the
requirement of a minimum time period between each transfer, not
accepting transfer requests of an agent acting under power of
attorney on behalf of more than one Contract Owner or limiting the
dollar amount that may be transferred between one or more of the
variable subaccounts  and the fixed account at any one time.  Such
restrictions may be applied in any manner reasonably designed to
prevent any use of the transfer right which we consider to be to
the disadvantage of other Contract Owners.
<PAGE>
PAGE 17
                    Fixed and Variable Accounts

The Fixed Account
The fixed account is our general account.  It is made up of all our
assets other than 

1. those in the variable accounts; and 
2. those in any other segregated asset account.

The Variable Account
The variable account is a separate investment account of ours.  It
consists of several subaccounts which are named under Contract
Data.  We have allocated a part of our assets for this and certain
other contracts to the variable account.  Such assets remain our
property.  However, they may not be charged with the liabilities
from any other business in which we may take part.

Investments of the Variable Account
Purchase payments applied to the variable account will be allocated
as specified by the owner.  Each variable subaccount will buy, at
net asset value, shares of the fund shown for that subaccount under
Contract Data or as later added or changed.

We may change the funds the variable subaccounts buy shares from if
laws or regulations change, the existing funds become unavailable
or, in the judgment of American Centurion Life, the funds are no
longer suitable for the subaccounts.  If any of these situations
occur, we would have the right to substitute funds other than those
shown under Contract Data.  We may also add additional subaccounts
investing in other funds. 

We would first seek approval of the Securities and Exchange
Commission and, where required, the insurance regulator of the
state where this contract is delivered.

Valuation of Assets
Fund shares in the variable subaccounts will be valued at their net
asset value.

Variable Account Accumulation Units
The number of accumulation units for each of the variable
subaccounts is found by adding the number of accumulation units
resulting from:

1. purchase payments allocated to the subaccount; and
2. transfers to the subaccount;

and subtracting the number of accumulation units resulting from:

1. transfers from the subaccount; and
2. withdrawals (including withdrawal charges) from the subaccount;
   and
3. contract administrative charge deductions from the subaccount.

The number of accumulation units added or subtracted for each of
the above transactions is found by dividing 

<PAGE>
PAGE 18
1. the amount allocated to or deducted from the subaccount; by 
2. the accumulation unit value for the subaccount for the
   respective valuation period during which we received the
   purchase payment or transfer value, or during which we deducted
   transfers, withdrawals, withdrawal charges or contract
   administrative charges.

Variable Account Accumulation Unit Value
The value of an accumulation unit for each of the variable
subaccounts was set at $1 when the first fund shares were bought. 
The value for any later valuation period is found as follows:

The accumulation unit value for each variable subaccount for the
last prior valuation period is multiplied by the net investment
factor for the same subaccount for the next following valuation
period.  The result is the accumulation unit value.  The value of
an accumulation unit may increase or decrease from one valuation
period to the next.

Net Investment Factor
The net investment factor is an index applied to measure the
investment performance of a variable subaccount from one valuation
period to the next.  The net investment factor may be greater or
less than one; therefore, the value of an accumulation unit may
increase or decrease.

The net investment factor for any such subaccount for any valuation
period is determined by: dividing (1) by (2) and subtracting (3)
and (4) from the result.  This is done where:

1. is the sum of:
    a. the net asset value per share of the fund held in the
       variable subaccount determined at the end of the current
       valuation period; plus
    b. the per share amount of any dividend or capital gain
       distribution made by the fund held in the variable
       subaccount, if the "ex-dividend" date occurs during the
       current valuation period.

2. is the net asset value per share of the fund held in the
   variable subaccount, determined at the end of the last prior
   valuation period.

3. is a factor representing the mortality and expense risk charge.

4. is a factor representing the variable account administrative
   charge.

Mortality and Expense Risk Charge
In calculating accumulation unit values, we will deduct a mortality
and expense risk charge from the variable subaccounts equal, on an
annual basis, to 1.25% of the daily net asset value.  This
deduction is made to compensate us for assuming the mortality and
expense risks under contracts of this type.  The deduction will be:

1. made from each variable subaccount; and 
2. computed on a daily basis.
<PAGE>
PAGE 19
Variable Account Administrative Charge
In calculating accumulation unit values we will deduct a variable
account administrative charge from the variable subaccounts equal,
on an annual basis, to 0.10% of the daily net asset value.  This
deduction is made to compensate us for certain administrative and
operating expenses for contracts of this type.  The deduction will
be:

1. made from each variable subaccount; and 
2. computed on a daily basis 

Annuity Unit Value
The value of an annuity unit for each variable account was
arbitrarily set at $1 when the first fund shares were bought.  The
value for any later valuation period is found as follows:

1. The annuity unit value for each variable account for the last
   prior valuation period is multiplied by the net investment
   factor for the account for the valuation period for which the
   annuity unit value is being calculated.

2. The result is multiplied by an interest factor. This is done to
   neutralize the assumed investment rate which is built into the
   annuity tables on Page 15.
<PAGE>
PAGE 20
                       Withdrawal Provisions

Withdrawal
By written request and subject to the rules below you may:

1. withdraw this contract for the total withdrawal value; or
2. partially withdraw this contract for a part of the withdrawal
   value.

Rules for Withdrawal
All withdrawals will have the following conditions:

1. You must apply by written request or other method agreed to by
   us: 

    (a) while this contract is in force; and 
    (b) prior to the earlier of the retirement date or the death of
        the annuitant.

2. You must withdraw an amount equal to at least $500.  Each
   variable subaccount value and the fixed account value after a
   partial withdrawal must be either $0 or at least $500.

3. The amount withdrawn, less any charges, will normally be mailed
   to you within seven days of the receipt of your written request
   and this contract, if required.  

    For withdrawals from the fixed account, we have the right to
    defer payment to you for up to six months from the date we
    receive your request.

4. For partial withdrawals, if you do not specify from which
   account the withdrawal is to be made, the withdrawal will be
   made from the variable subaccounts and the fixed account in the
   same proportion as your interest in each bears to the contract
   value.

5. Any amounts withdrawn and charges which may apply cannot be
   repaid.

Upon withdrawal for the full withdrawal value this contract will
terminate.  We may require that you return the contract to us
before we pay the full withdrawal value.

Withdrawal Value
The withdrawal value at any time will be:

1. the contract value;

2. minus the contract administrative charge, prorated based on the
   number of days from your last contract anniversary to the date
   of full withdrawal;

3. minus any withdrawal charge.

<PAGE>
PAGE 21
Withdrawal Charge
If you withdraw all or part of your contract, you may be subject to
a withdrawal charge.  A withdrawal charge applies if all or part of
the contract value you withdraw is from new payments.  Refer to
"Waiver of Withdrawal Charges" for situations when withdrawal
charges are not deducted.

For the contract year of your withdrawal:

o  Old Payments are purchase payments we received in any contract
   year six or more years prior to the contract year of withdrawal.

o  New Payments are purchase payments we received during the
   contract year of withdrawal and during the six immediately
   preceding contract years.

We determine your withdrawal charge by multiplying each of your new
payments by the applicable withdrawal charge percentage, and then
summing the total withdrawal charges.

The new payment withdrawal charge percentage depends on the number
of contract years since you made the payment(s):

Contract Years From
Payment Receipt                   Withdrawal Charge Percentage
       1                                       7%
       2                                       6%
       3                                       5%
       4                                       4%
       5                                       3%
       6                                       2%
       7                                       1%
   Thereafter                                  0%

Waiver of Withdrawal Charges
Withdrawal charges are waived in these situations:

1. After the first contract year, withdrawals during the year
   totaling up to 10% of your prior contract anniversary contract
   value; and

2. Contract earnings - if any - in excess of the annual 10% free
   withdrawal amount; and

3. Settlement payments using an annuity payment plan; and

4. Payments made in the event of the death of the owner or
   annuitant.

Withdrawal Order
We use this order to determine withdrawal charges:

1. First, withdrawals up to 10% of your prior anniversary account
   value not previously withdrawn during this contract year.  (No
   withdrawal charge.)

<PAGE>
PAGE 22
2. Next, withdrawals are from contract earnings - if any - in
   excess of the annual 10% free withdrawal amount.  (No withdrawal
   charge.)

3. Next, withdrawals are from old payments not previously
   withdrawn.  (No withdrawal charge.)

4. Last, withdrawals are from new payments.  There is a withdrawal
   charge for withdrawals from new payments.

Withdrawal Charge Calculation Example
We determine your withdrawal charge by multiplying each of your new
payments by the applicable withdrawal charge percentages, and then
summing the total withdrawal charges.

For example, the withdrawal charge on a total withdrawal request
for a contract with this history:

o  The contract date is July 1, 1995 with a contract year of July 1
   through June 30 and with an anniversary date of July 1 each year

o  We received these payments - $10,000 July 1, 1995, $8,000
   December 31, 2001 and $6,000 February 20, 2003

o  The owner withdraws the contract for its total withdrawal value
   of $38,101 on August 5, 2005 and had not made any other
   withdrawals during that contract year

o  The prior anniversary July 1, 2005 contract value was $38,488

is calculated this way:

Withdrawal
Charge             Explanation
$   0              $3,848.80 is 10% of the prior anniversary
                   account value withdrawn without withdrawal
                   charge; and

$   0              $10,252.20 is contract earnings in excess of
                   the 10% free withdrawal amount withdrawn
                   without withdrawal charge.

$   0              $10,000 7-1-95 payment is an old payment
                   withdrawn without withdrawal charge; and

$240               $8,000 12-31-01 payment is a new payment
                   in its fifth contract year from receipt,
                   withdrawn with a 3% withdrawal charge; and

$240               $6,000 2-20-03 payment is a new payment in
                   its fourth contract year from receipt
____               withdrawn with a 4% withdrawal charge.
$480

Suspension or Delay in Payment of Withdrawal
We have the right to suspend or delay the date of any withdrawal
payment from the variable subaccounts for any period:
<PAGE>
PAGE 23
1. When the New York Stock Exchange is closed; or

2. When trading on the New York Stock Exchange is restricted; or

3. When an emergency exists as a result of which: 
   (a) disposal of securities held in the variable subaccounts is
       not reasonably practical; or 
   (b) it is not reasonably practical to fairly determine the value
       of the net assets of the variable subaccounts; or

4. During any other period when the Securities and Exchange
   Commission, by order, so permits for the protection of security
   holders.

Rules and regulations of the Securities and Exchange Commission
will govern as to whether the conditions set forth in 2 and 3
exist.
<PAGE>
PAGE 24
                        Annuity Provisions

Settlement
When settlement occurs, the contract value will be applied to make
annuity payments.  The first payment will be made as of the
retirement date.  This date is shown under Contract Data.  Before
payments begin we will require satisfactory proof that the
annuitant is alive.  We may also require that you exchange this
contract for a supplemental contract which provides the annuity
payments.

Change of Retirement Date
You may change the retirement date shown for this contract.  Tell
us the new date by written request.  If you select a new date, it
must be at least 30 days after we receive your written request at
our home office.

The maximum retirement date is the annuitant's 85th birthday.

Annuity Payment Plans
Annuity payments may be made on a fixed dollar basis, a variable
basis or a combination of both.  You can schedule receipt of
annuity payments according to one of the Plans A through E below or
another plan agreed to by us.

Plan A - This provides monthly annuity payments during the lifetime
of the annuitant.  No payments will be made after the annuitant
dies.

Plan B - This provides monthly annuity payments during the lifetime
of the annuitant with a guarantee by us that payments will be made
for a period of at least five, 10 or 15 years.  You must select the
guaranteed period.

Plan C - This provides monthly annuity payments during the lifetime
of the annuitant with a guarantee by us that payments will be made
for a certain number of months.  We determine the number of months
by dividing the amount applied under this plan by the amount of the
first monthly annuity payment.

Plan D - Monthly payments will be paid during the lifetime of the
annuitant and joint annuitant.  When either the annuitant or the
joint annuitant dies we will continue to make monthly payments
during the lifetime of the survivor.  No payments will be made
after the death of both the annuitant and joint annuitant.

Plan E - This provides monthly fixed dollar annuity payments for a
period of years.  The period of years may be no less than 10 nor
more than 30.

You may select the plan by written request to us at least 30 days
before the retirement date.  If at least 30 days before the
retirement date we have not received at our home office your
written request to select a plan, we will make fixed dollar
payments according to Plan B with payments guaranteed for 10 years.

<PAGE>
PAGE 25
If the amount to be applied to a plan would not provide an monthly
payment of at least $20, we have the right to change the frequency
of the payment or to make a lump sum payment of the contract value. 

Fixed Annuity
A fixed annuity is an annuity with payments that are guaranteed by
us as to dollar amount.  Fixed annuity payments remain the same. 
At settlement the fixed account contract value will be applied the
applicable Annuity Table.  This will be done in accordance with the
payment plan chosen.  The minimum amount payable for each $1,000 so
applied is shown in Table B on Page 16.

In addition, the amount of such fixed annuity payments will not be
less than that which would be provided if a single payment
immediate annuity then offered by us to annuitants in the same
class were to be purchased with the contract's fixed account
contract value.

Variable Annuity
A variable annuity is an annuity with payments which:

1. are not predetermined or guaranteed as to dollar amount; and
2. vary in amount with the investment experience of the variable
   accounts.

Determination of the First Variable Annuity Payment
At settlement, the variable account contract value will be applied
to the applicable Annuity Table.  This will be done:

1. on the valuation date on or next preceding the seventh calendar
   day before the retirement date; and

2. in accordance with the payment plan chosen. The amount payable
   for the first payment for each $1,000 so applied is shown in
   Table A on Page 15.

Variable Annuity Payments After the First Payment
Variable annuity payments after the first payment vary in amount.
The amount changes with the investment performance of the variable
accounts.  The dollar amount of variable annuity payments after the
first is not fixed. It may change from month to month.  The dollar
amount of such payments is determined as follows:

1. The dollar amount of the first annuity payment is divided by the
   value of an annuity unit as of the valuation date on or next
   preceding the seventh calendar day before the retirement date.
   This result establishes the number of annuity units for each
   monthly annuity payment after the first payment.  This number of
   annuity units remains fixed during the annuity payment period. 

2. The fixed number of annuity units is multiplied by the annuity
   unit value as of the valuation date on or next preceding the
   seventh calendar day before the date the payment is due.  The
   result establishes the dollar amount of the payment.

<PAGE>
PAGE 26
We guarantee that the dollar amount of each payment after the first
will not be affected by variations in expenses or mortality
experience.

Exchange of Annuity Units
Annuity units of any variable account may be exchanged for units of
any of the other variable accounts.  This may be done no more than
once a year.  Once annuity payments start no exchanges may be made
to or from any fixed annuity.

<PAGE>
PAGE 27
                    Tables of Settlement Rates

Table A below shows the amount of the first monthly variable
annuity payment, based on a 5% assumed investment return, for each
$1,000 of value applied under any payment plan.  The amount of the
first and all subsequent monthly fixed dollar annuity payments for
each $1,000 of value applied under any payment plan will be based
on our fixed dollar Table of Settlement Rates in effect on the
settlement date.  Such rates are guaranteed to be not less than
those shown in Table B.  The amount of such annuity payments under
Plans A, B and C will depend upon the sex and adjusted age of the
annuitant on the date of settlement.  The amount of such annuity
payments under Plan D will depend upon the sex and the adjusted age
of the annuitant and the joint annuitant on the date of settlement.

Adjusted age shall be equal to the age nearest birthday minus an
"adjustment" depending on the calendar year of birth of the
annuitant as follows:

Calendar                          Calendar
Year of                           Year of
Annuitant's           Adjust-     Annuitant's           Adjust-
Birth                 ment        Birth                 ment
Prior to 1920         0           1945 through 1949     6 
1920 through 1924     1           1950 through 1959     7
1925 through 1929     2           1960 through 1969     8
1930 through 1934     3           1970 through 1979     9
1935 through 1939     4           1980 through 1989     10
1940 through 1944     5           After 1989            11
<PAGE>
PAGE 28
<TABLE>
<CAPTION>
      Table A - Dollar Amount of First Monthly Variable Annuity Payment Per $1,000 Applied
                                                                                                                                   
        Plan A                       Plan B                      Plan C         Plan D   -   Joint and Survivor
                                                                                                                                   
        Life           5 Years       10 Years      15 Years      With           Adj.     Adjusted Age of Female Joint Annuitant
Adj.    Income         Certain       Certain       Certain       Refund         Male  10 Yrs    5 Yrs     Same     5 Yrs     10 Yrs
Age*    M        F     M      F      M      F      M      F      M      F       Age*  Younger Younger     Age      Older     Older
<C>     <C>      <C>   <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>     <C>   <C>       <C>       <C>      <C>       <C>
45      5.16     4.87  5.15   4.87   5.12   4.86   5.07   4.84   5.06   4.82    45    4.45      4.54      4.63     4.72      4.81
46      5.21     4.91  5.20   4.91   5.17   4.90   5.12   4.88   5.11   4.86    46    4.47      4.56      4.66     4.76      4.85
47      5.28     4.96  5.26   4.96   5.23   4.94   5.17   4.92   5.16   4.91    47    4.50      4.59      4.69     4.80      4.90
48      5.34     5.01  5.33   5.00   5.29   4.99   5.23   4.96   5.21   4.95    48    4.52      4.62      4.73     4.84      4.94
49      5.41     5.06  5.39   5.05   5.35   5.04   5.28   5.01   5.27   4.99    49    4.55      4.65      4.76     4.88      5.00

50      5.48     5.12  5.46   5.11   5.41   5.09   5.34   5.06   5.33   5.04    50    4.57      4.68      4.80     4.93      5.05
51      5.55     5.17  5.53   5.17   5.48   5.14   5.40   5.11   5.39   5.09    51    4.60      4.72      4.85     4.98      5.11
52      5.63     5.23  5.61   5.23   5.55   5.20   5.46   5.16   5.46   5.15    52    4.63      4.75      4.89     5.03      5.17
53      5.71     5.30  5.69   5.29   5.63   5.26   5.53   5.22   5.53   5.20    53    4.66      4.79      4.94     5.09      5.23
54      5.80     5.37  5.77   5.36   5.70   5.33   5.60   5.28   5.60   5.26    54    4.70      4.84      4.99     5.15      5.30

55      5.89     5.44  5.86   5.43   5.79   5.40   5.67   5.34   5.68   5.33    55    4.73      4.88      5.04     5.21      5.38
56      5.99     5.52  5.96   5.51   5.88   5.47   5.74   5.40   5.76   5.39    56    4.77      4.93      5.10     5.28      5.46
57      6.10     5.60  6.06   5.59   5.97   5.54   5.82   5.47   5.84   5.47    57    4.81      4.98      5.16     5.35      5.54
58      6.21     5.69  6.17   5.68   6.07   5.62   5.90   5.54   5.94   5.54    58    4.85      5.03      5.23     5.43      5.63
59      6.33     5.79  6.29   5.77   6.17   5.71   5.98   5.62   6.03   5.62    59    4.90      5.09      5.30     5.52      5.73

60      6.46     5.89  6.42   5.87   6.28   5.80   6.07   5.69   6.13   5.70    60    4.94      5.15      5.37     5.61      5.83
61      6.60     6.00  6.55   5.97   6.40   5.90   6.16   5.78   6.24   5.79    61    5.00      5.21      5.45     5.70      5.95
62      6.75     6.11  6.69   6.08   6.52   6.00   6.25   5.86   6.36   5.89    62    5.05      5.28      5.54     5.81      6.07
63      6.91     6.23  6.84   6.20   6.64   6.11   6.34   5.95   6.48   5.99    63    5.11      5.35      5.63     5.92      6.20
64      7.09     6.37  7.01   6.33   6.78   6.22   6.43   6.04   6.61   6.10    64    5.17      5.43      5.73     6.04      6.34

65      7.27     6.51  7.18   6.47   6.91   6.34   6.52   6.14   6.74   6.21    65    5.23      5.52      5.83     6.17      6.49
66      7.47     6.66  7.36   6.61   7.06   6.47   6.62   6.24   6.88   6.33    66    5.30      5.61      5.95     6.30      6.65
67      7.68     6.82  7.56   6.77   7.21   6.60   6.71   6.34   7.04   6.46    67    5.38      5.70      6.07     6.45      6.82
68      7.91     7.00  7.76   6.73   7.36   6.74   6.81   6.44   7.19   6.60    68    5.46      5.80      6.20     6.61      7.01
69      8.15     7.19  7.98   7.11   7.52   6.89   6.90   6.54   7.36   6.74    69    5.54      5.92      6.34     6.79      7.21

70      8.41     7.39  8.21   7.31   7.68   7.04   6.98   6.65   7.54   6.90    70    5.63      6.03      6.49     6.97      7.42
71      8.69     7.62  8.46   7.51   7.84   7.21   7.07   6.75   7.73   7.06    71    5.73      6.16      6.65     7.17      7.66
72      8.99     7.86  8.71   7.74   8.01   7.38   7.15   6.86   7.92   7.24    72    5.84      6.30      6.83     7.39      7.90
73      9.31     8.12  8.98   7.98   8.18   7.56   7.23   6.96   8.13   7.42    73    5.95      6.44      7.02     7.62      8.17
74      9.65     8.41  9.27   8.23   8.35   7.74   7.30   7.06   8.35   7.63    74    6.07      6.60      7.22     7.87      8.46

75      10.02    8.72  9.57   8.51   8.52   7.93   7.37   7.15   8.58   7.84    75    6.19      6.77      7.44     8.14      8.77

*Adjusted age of annuitant.         M = Male     F = Female
                                                                                                                                   
Table A above is based on the "1983 Individual Annuitant Mortality Table A."  Settlement rates for any age, or any combination of
age and sex not shown above, will be calculated on the same basis as those rates shown in the table above.  Such rates will be
furnished by us upon request.
 <PAGE>
PAGE 29
     Table B - Dollar Amount of Each Monthly Fixed Dollar Annuity Payment Per $1,000 Applied
                                                                                                                                   
        Plan A                       Plan B                      Plan C         Plan D   -   Joint and Survivor
                                                                                                                                   
        Life           5 Years       10 Years      15 Years      With           Adj.     Adjusted Age of Female Joint Annuitant   
Adj.    Income         Certain       Certain       Certain       Refund         Male  10 Yrs    5 Yrs     Same     5 Yrs     10 Yrs
Age*    M        F     M      F      M      F      M      F      M      F       Age*  Younger Younger     Age      Older     Older

45      3.93     3.63  3.92   3.63   3.90   3.63   3.87   3.61   3.80   3.57    45    3.17      3.28      3.39     3.50      3.61
46      3.99     3.68  3.98   3.68   3.96   3.67   3.92   3.66   3.85   3.61    46    3.20      3.31      3.43     3.55      3.66
47      4.05     3.73  4.05   3.73   4.02   3.72   3.98   3.71   3.90   3.66    47    3.23      3.35      3.47     3.59      3.71
48      4.12     3.79  4.11   3.79   4.09   3.77   4.04   3.76   3.96   3.70    48    3.26      3.38      3.51     3.64      3.76
49      4.19     3.84  4.18   3.84   4.15   3.83   4.10   3.81   4.01   3.75    49    3.29      3.42      3.56     3.69      3.82

50      4.27     3.90  4.26   3.90   4.22   3.89   4.17   3.86   4.08   3.80    50    3.32      3.46      3.60     3.75      3.88
51      4.34     3.97  4.33   3.96   4.29   3.95   4.23   3.92   4.14   3.86    51    3.36      3.50      3.65     3.80      3.94
52      4.43     4.03  4.41   4.03   4.37   4.01   4.30   3.98   4.20   3.91    52    3.39      3.54      3.70     3.86      4.01
53      4.51     4.10  4.50   4.10   4.45   4.08   4.37   4.04   4.27   3.97    53    3.43      3.59      3.76     3.93      4.08
54      4.60     4.18  4.59   4.17   4.54   4.15   4.45   4.11   4.35   4.03    54    3.47      3.64      3.82     3.99      4.16

55      4.70     4.25  4.68   4.25   4.62   4.22   4.53   4.18   4.42   4.10    55    3.51      3.69      3.88     4.06      4.23
56      4.80     4.34  4.78   4.33   4.72   4.30   4.61   4.25   4.50   4.17    56    3.56      3.74      3.94     4.14      4.32
57      4.91     4.42  4.89   4.41   4.82   4.38   4.69   4.32   4.58   4.24    57    3.60      3.80      4.01     4.22      4.41
58      5.03     4.52  5.00   4.50   4.92   4.47   4.78   4.40   4.67   4.31    58    3.65      3.86      4.08     4.30      4.51
59      5.15     4.61  5.12   4.60   5.03   4.56   4.87   4.48   4.76   4.39    59    3.70      3.92      4.15     4.39      4.61

60      5.28     4.72  5.25   4.70   5.14   4.66   4.96   4.57   4.86   4.48    60    3.76      3.99      4.24     4.49      4.72
61      5.42     4.83  5.39   4.81   5.26   4.76   5.06   4.66   4.96   4.56    61    3.81      4.06      4.32     4.59      4.83
62      5.57     4.95  5.53   4.93   5.39   4.86   5.16   4.75   5.07   4.66    62    3.87      4.13      4.41     4.70      4.96
63      5.74     5.07  5.69   5.05   5.52   4.98   5.26   4.85   5.19   4.75    63    3.94      4.21      4.51     4.81      5.09
64      5.91     5.21  5.85   5.18   5.66   5.10   5.36   4.95   5.30   4.86    64    4.00      4.29      4.61     4.94      5.24

65      6.10     5.35  6.03   5.32   5.81   5.22   5.46   5.05   5.43   4.97    65    4.07      4.38      4.72     5.07      5.39
66      6.29     5.51  6.21   5.47   5.96   5.36   5.56   5.16   5.56   5.08    66    4.15      4.48      4.84     5.21      5.55
67      6.50     5.67  6.41   5.63   6.11   5.50   5.66   5.26   5.70   5.20    67    4.23      4.58      4.97     5.36      5.73
68      6.73     5.85  6.62   5.80   6.28   5.65   5.76   5.37   5.85   5.33    68    4.31      4.69      5.10     5.53      5.92
69      6.97     6.04  6.84   5.98   6.44   5.80   5.86   5.49   6.00   5.47    69    4.40      4.80      5.25     5.70      6.12

70      7.23     6.25  7.07   6.18   6.61   5.96   5.96   5.60   6.16   5.61    70    4.50      4.93      5.40     5.89      6.34
71      7.51     6.47  7.32   6.39   6.78   6.14   6.05   5.71   6.33   5.76    71    4.60      5.06      5.57     6.10      6.57
72      7.80     6.71  7.58   6.62   6.96   6.31   6.14   5.83   6.51   5.93    72    4.71      5.20      5.75     6.31      6.82
73      8.12     6.97  7.85   6.86   7.14   6.50   6.23   5.94   6.70   6.10    73    4.83      5.35      5.94     6.55      7.09
74      8.45     7.26  8.14   7.12   7.32   6.69   6.31   6.04   6.90   6.28    74    4.95      5.51      6.15     6.80      7.37

75      8.82     7.56  8.44   7.39   7.49   6.89   6.38   6.14   7.11   6.48    75    5.08      5.68      6.37     7.07      7.68

*Adjusted age of annuitant.        M = Male     F = Female
                                                                                                                                   
Table B above is based on the "1983 Individual Annuitant Mortality Table A" assuming a 3% annual effective interest rate.
Settlement rates for any age, or any combination of age and sex not shown above, will be calculated on the same basis as those
rates shown in the table above.  Such rates will be furnished by us upon request.  Amounts shown in the table below are based on
assuming a 3% annual effective interest rate.
                                                                                                                                   
</TABLE>

<TABLE>
<CAPTION>
Plan E - Dollar Amount of Each Monthly Fixed Dollar Annuity Payment Per $1,000 Applied
                                                                                                                                   
Years Payable     Monthly Payment            Years Payable     Monthly Payment             Years Payable     Monthly Payment
     <C>                  <C>                      <C>                <C>                       <C>                <C>
     10                   9.61                     17                 6.23                      24                 4.84
     11                   8.86                     18                 5.96                      25                 4.71
     12                   8.24                     19                 5.73                      26                 4.59
     13                   7.71                     20                 5.51                      27                 4.47
     14                   7.26                     21                 5.32                      28                 4.37
     15                   6.87                     22                 5.15                      29                 4.27
     16                   6.53                     23                 4.99                      30                 4.18
</TABLE>
<PAGE>
PAGE 30


Flexible Payment Deferred Annuity Contract

American Centurion Life 
P.O. Box 5555
Albany, New York  12205-0555



o Flexible Purchase Payments
o Optional Fixed Dollar or Variable Accumulation Values and Annuity
  Payments 
o Annuity Payments to Begin on the Retirement Date
o This Contract is Nonparticipating - Dividends Are Not Payable


<PAGE>
PAGE 1
American Centurion Life
Variable Annuity Application
P.O. Box 5555
Albany, New York 12205-0555

Annuitant Full Name (First, Middle Initial, Last)

Address (Street Address or P.O. Box, City, State, Zip)

Phone Number
(   ) 

Sex  __ M   __ F        Date of Birth     Social Security Number
      
Owner (check one)
__ Same as Annuitant (Do not complete owner information below)
__ Joint with Annuitant - Not available for IRA
__ Other

Full Name (First, Middle Initial, Last)

Address (Street Address or P.O. Box, City, State, Zip)

Relationship to the annuitant

Phone Number
(   ) 

Sex  __ M   __ F        Date of Birth     Social Security Number

For joint owners, the annuitant's Social Security number will be
used for tax reporting purposes unless you specify otherwise under
Remarks.

Primary Beneficiary     Relationship to the annuitant

Contingent Beneficiary (if any)     Relationship to the annuitant

Annuity Plan (check one)
__  Nonqualified Annuity
__  Individual Retirement Annuity (IRA)
__  SEP-IRA - Amount for  _______ (year)  $_____      
__  Other

If IRA:
__  Regular - Amount for _______ (year)   $_____
              Amount for _______ (year)   $_____
__  Rollover IRA  Amount $_____     
__  Trustee to Trustee Transfer - Amount $_____
      
Purchase Payments 
Initial Purchase Payment $_____     
<PAGE>
PAGE 2
*Payment Allocation:
__  % ACL Fixed Account       __  % IDSL Special Income     
__  % G.T. Global: Latin Am.  __  % PCM Divers. Income      
__  % G.T. Global: New Pac.   __  % PCM Growth & Income    
__  % IDSL Aggr. Growth       __  % PCM High Yield   
__  % IDSL Cap. Resource      __  % PCM New Opp.     
__  % IDSL International      __  % OCC Managed      
__  % IDSL Managed            __  % OCC U.S. Gov't Income  
__  % IDSL Moneyshare         __  % Other      

*Must be whole numbers and must result in at least $500 allocated
to any variable subaccount or to the fixed account.  Your above
payment allocation instructions will remain in effect for any
future payments you make until you change your instructions.

Replacement
Will the annuity applied for replace any existing insurance or
annuity?

__  Yes   __ No

If yes, provide details - company, contract number, amount, reason
- - under Remarks.

Remarks and Special Instructions
(Including special mailing instructions)

It Is Agreed That:
1. All statements and answers given above are true and complete to
the best of my/our knowledge.
2. Only an officer of American Centurion Life Assurance Company can
modify any annuity contract or waive any requirement in this
application.
3. If joint spousal owners are named, ownership will be in joint
tenancy with right of survivorship unless specified otherwise in
Remarks above.
4. I/we acknowledge receipt of current prospectuses for the
variable annuity and any funds involved.
5. I/we understand that earnings and values, when based on the
investment experience of a variable fund, portfolio, account or
subaccount, are not guaranteed and may both increase and decrease.

Signatures

_____________________   ___________________   _____________________
Location (City/State)   Annuitant Signature   Owner Signature (if
                                              other than annuitant)

______________   ________________________   _______________________
Date             Licensed Agent Signature   Joint Contractowner (if
                                            any) Signature
            
45055            Please complete agent information on reverse side.
                 A (11/95)
<PAGE>
PAGE 3
Agent - Report (Type or Print)
Agent's Name            
Agent's Social Security Number      

Agency Name and Number (if applicable)    

Telephone Number 
Fax Number 

Branch Address    

I hereby certify that I personally solicited this application; that
the application and this report are complete and accurate to the
best of my knowledge and belief.  To the best of my knowledge and
belief, this application n does n does not involve replacement of
existing life insurance or annuities.  (If replacement is involved,
I have provided details - company, contract number, amount,
reason - under Remarks and have completed any state replacement
requirements.)
            


____________________________
Licensed Agent Signature


<PAGE>
PAGE 1
                              AMENDED
                              BY-LAWS

                                OF

             AMERICAN CENTURION LIFE ASSURANCE COMPANY


                             ARTICLE I
                             LOCATION

Section 1.  The principal office of the Company shall be in the
City of New York, County of New York and State of New York.  The
Company may, in addition to the principal office, establish and
maintain such other office or offices, whether in the State of New
York or otherwise, as the Board of Directors may from time to time
authorize or the business of the Company may require.

                            ARTICLE II
                           STOCKHOLDERS

Section 1.  Annual Meeting.  The annual meeting of the stockholders
of the Company shall be held within New York State at a place
determined by the Board of Directors on the last Tuesday of April
of each year, or, if that day is a legal holiday, then on the
following day which is not a legal holiday.

Section 2.  Special Meetings.  Except as otherwise provided by
statute, special meetings of the stockholders shall be held in the
State of New York and may be called by the Chairman of the Board,
the President or by order of the Board of Directors at any time and
shall be called by the Board of Directors upon the written request
of a stockholder or stockholders holding a majority in interest of
the stock of the Company issued and outstanding and entitled to
vote at the meeting.

Section 3.  Proxies.  At any stockholders meeting, any stockholder
entitled to vote may vote either in person or by proxy.  Each proxy
must be executed in writing by the stockholder of the Company or
his duly authorized attorney.  No proxy shall be valid after the
expiration of eleven months from the date of its execution unless
it shall have specified therein its duration.                       

Every proxy shall be revocable at the discretion of the person
executing it or his personal representative or assigns, except as
may be otherwise provided by law.

Section 4.  Notice of Meetings.  Written notice of the time and
place of every annual or special meeting of stockholders, stating
the place and day and hour thereof, shall be given by the person or
persons calling the meeting not less than ten (10) nor more than
forty (40) days before the meeting, to each stockholder entitled to
vote thereat and to each stockholder entitled to such notice, by
leaving such notice with him, or at his residence or usual place of
business, or by mailing it, postage prepaid, and addressed to such
stockholder at his address as it appears upon the books of the
Company.  Any such notice of meeting of stock-holders shall state 
<PAGE>
PAGE 2
the purpose for which it is called.  A copy of any notice of
meeting shall be filed in the office of the Superintendent of
Insurance of the State of New York, at the same time that such
notice is left with or mailed to stockholders.

Section 5.  Quorum.  Except as otherwise provided by law, or in
these By-Laws, the presence in person or by proxy at any meeting of
stockholders of the holders of a majority of shares of the capital
stock of the Company issued and outstanding and entitled to vote
thereat shall constitute a quorum.  If, however, such majority
shall not be represented at any meeting of stockholders, the
holders of a majority of the shares present or represented and
entitled to vote thereat shall have power to adjourn the meeting
from time to time without notice other than announcement of
adjournment of the meeting, until the requisite amount of shares
entitled to vote at such meeting shall be represented.  At such
adjourned meeting at which the requisite amount of shares entitled
to vote thereat shall be represented, any business may be
transacted which might have been transacted at the meeting as
originally notified.

Section 6.  Voting at Meetings.  At all meetings of stockholders
every stockholder entitled to vote thereat shall have one vote for
each share of stock entitled to vote thereat outstanding in his
name on the books of the Company on the date for the determination
of stockholders entitled to vote at such meeting.                   

All elections of directors shall be held by ballot.  If the
Chairman of the meeting shall so determine, a vote may be taken
upon any other election or matter by ballot and shall be so taken
upon the request of the holders of ten (10%) percent of the stock
entitled to vote on such election or matter.

At all such elections the Chairman shall appoint an inspector of
election who shall first take and subscribe an oath or affirmation
faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of his ability and
who shall take charge of the polls and after the balloting shall
make a certificate of the result of the vote taken; but no director
or candidate for the office of director shall be appointed as such
inspector.

Section 7.  Organization.  Meetings of the stockholders shall be
presided over by the Chairman or, if he is not present, by the
President or, if he is not present, by a Vice President in the
order determined by the Chairman of the Board or, if none of the
foregoing is present, by a chairman to be chosen by a majority of
the stockholders entitled to vote who are present in person or by
proxy at the meeting.  The Secretary of the Company, or in his
absence an Assistant Secretary, shall act as secretary of every
meeting, but if neither the Secretary nor an Assistant Secretary is
present, the meeting shall choose any person present to act as
secretary of the meeting.

<PAGE>
PAGE 3
                            ARTICLE III
                        BOARD OF DIRECTORS

Section 1.  Election and Qualification of Directors.  Directors
shall be elected by ballot at the annual meeting of stockholders by
a plurality of the votes cast and shall hold office for one year
and until their respective successors shall have been elected and
shall have qualified.  All directors shall be of full age and at
least a majority shall be citizens and residents of the United
States and not less than three (3) shall be residents of the State
of New York.  Directors need not be stockholders.  A copy of the
notice of any meeting at which directors are to be elected which is
sent to the stockholders shall be filed in the office of the
Superintendent of Insurance of the State of New York at least ten
(10) days before the day on which such meeting is to be held.       
                 
Section 2.  Number of Directors.  The number of directors shall not
be less than thirteen (13) nor more than twenty-three (23). 
Subject to change by action of the stockholders or by resolution of
the Board of Directors, the number of directors of the Company
shall be thirteen (13).  Any change in the number of directors made
by resolution of the Board of Directors shall require the
affirmative vote of a majority of all directors then in office but
no decrease in the number of directors so made shall shorten the
term of any incumbent director.

Section 3.  Vacancies.  A vacancy or vacancies in the Board
resulting from death, resignation or removal of any director or
from the increase in the number of directors, or for any other
cause, may be filled for the remainder of the term by majority vote
of the remaining directors at any regular meeting of the Board or
at any special meeting called for that purpose.  A director so
elected shall not take office or exercise the duties thereof until
ten (10) days after written notice of his election shall have been
filed in the office of the Superintendent of Insurance of the State
of New York.

Section 4.  Duties and Powers.  The Board of Directors shall have
control and management of the affairs and property of the Company
and may adopt such rules and regulations for the conduct of their
meetings and the management of the Company as they deem proper not
inconsistent with law or with the Company's charter or with these
By-Laws.

Section 5.  Meetings.  Regular meetings of the Board shall be held
not less often than quarterly, without previous notice, at such
times and places as the Board shall fix.  Special Meetings shall be
called by the Secretary at the request of the Chairman of the
Board, the President or of the Executive Committee, upon at least
twelve hours' notice in person or by mail, telephone or telegraph.
Meetings of the Board of Directors may be held within or without
the State of New York as determined from time to time by resolution
of the Board of Directors or as may be specified in the call of the
meeting.

<PAGE>
PAGE 4
Any one or more members of the Board of Directors or any committee
thereof may participate in a meeting of the Board or committee
thereof by means of a conference telephone or similar
communications equipment allowing all persons participating in the
meeting to hear each other at the same time.  Participation by such
means shall constitute presence in person at a meeting.             

Section 6.  Quorum.  A majority of the Board of Directors then in
office at a meeting duly assembled and at least one independent
director shall be necessary to constitute a quorum for the
transaction of business and the act of a majority of directors
present at such meeting shall be the act of the Board.

Section 7.  Resignations.  Any director of the Company may resign
at any time by giving written notice to the Board or to the
President or to the Secretary of the Company.  Such resignation
shall take effect at the time specified therein; and unless
otherwise specified therein the acceptance of such resignation
shall not be necessary to make it effective.

Section 8.  Removal.  Any one or more of the directors may be
removed either with or without cause at any time by a vote of a
majority of the stock issued and outstanding and entitled to vote.

Section 9.  Committees.  The Board of Directors may, by a majority
vote, designate an Executive Committee and other special
committees, as a majority of the entire Board may from time to time
deem advisable, prescribing their duties.  Each such committee
shall have at least three (3) members and shall consist of such
members of the Board as may be designated from time to time by the
Board of Directors with respect to each committee.  Members of all
committees shall serve at the pleasure of the Board.

The Executive Committee shall have and may exercise so far as may
be permitted by law all the powers of the Board in the management
of the business affairs and property of the Company during the
intervals between meetings of the Board and shall have power to
authorize the seal of the Company to be affixed to all papers which
may require it; but the Executive Committee shall not have power to
change the number of or to fill vacancies in the Board or to change
the membership of or to fill vacancies in the Executive Committee
or any other committee or to make or amend the By-Laws of the
Company.

Among its other duties, but not limited thereto, the Executive
Committee shall be charged with the duty of supervising or making
the investments or loans of the Company as prescribed by law.       

A majority of the members of any committee and at least one
independent director shall constitute a quorum of such committee
for the transaction of business.  Said committees may hold meetings
and make rules for the conduct of their business as they shall from
time to time deem necessary.  All actions of any committee shall be
reported at the meeting of the Board next succeeding such action.

<PAGE>
PAGE 5
Section 10.  Compensation of Directors.  Directors may, by
resolution of the Board of Directors, be allowed a fixed sum and
expenses for attendance at regular or special meetings of the Board
of Directors; provided that nothing herein contained shall be
construed to preclude any director from serving the Company in any
other capacity and receiving compensation therefor to the extent
permitted by law.  Members of special or standing committees, and
others who attend pursuant to direction, may, by vote of the Board
of Directors, be allowed a fixed sum and expenses for attending
committee meetings.

                            ARTICLE IV
                             OFFICERS

Section 1.  Officers.  The Board of Directors, as soon as possible
after the annual election of directors, shall elect from their
number a Chairman of the Board and a President of the Company and
shall also elect a Secretary and a Treasurer, who need not be
members of the Board of Directors.  The Board may also appoint one
or more Vice Presidents, one of whom may be designated as Executive
Vice President, and such Assistant Treasurers or Assistant
Secretaries, or other officers, as it may deem proper.  Any two or
more offices may be held by the same person except the offices of
President and Secretary.

Section 2.  Election.  Each officer of the Company shall be elected
or appointed at the annual meeting of the Board of Directors and
shall hold office for one year, and until his successor is chosen
and qualified, or until he shall have died or resigned or shall
have been removed as hereinafter provided.                          

Section 3.  Duties of the Chairman of the Board.  The Chairman of
the Board of Directors shall be the chief executive officer of the
Corporation and shall have general supervision over the affairs of
the Corporation.  He shall preside at all meetings of the Board of
Directors and at all meetings of stockholders.  The Chairman of the
Board of Directors shall ex-officio be a member of all committees
of the Board of Directors and shall perform all such other duties
as may be prescribed by the Board of Directors.

Section 4.  Duties of the President.  The President shall possess
such powers and perform such duties as may be prescribed by the
Board of Directors or by the chief executive officer.

Section 5.  Duties of Vice Presidents.  Each Vice President shall
undertake such of the duties of the President, or such other duties
as may be delegated to him from time to time by the Chairman of the
Board, the President or by the Board of Directors.

Section 6.  Duties of Treasurer.  The Treasurer shall carry out
such duties as are incident to his office and shall be charged with
the supervision of the keeping of the funds and books of account of
the Company and with their safekeeping.  He shall further perform
such other duties as may be delegated to him by the Board of
Directors, the Chairman of the Board or by the President.  Any
Assistant Treasurer may perform the duties of the Treasurer in his 
<PAGE>
PAGE 6
absence, and such of the duties of the Treasurer as may be
delegated to him by that officer or by the Board of Directors, the
Chairman of the Board or the President.                             

Section 7.  Duties of Secretary.  The Secretary of the Company
shall be the Secretary to the Board of Directors and to the
Company.  He shall attend all meetings and keep accurate records
thereof and shall record all votes of the Company in a book kept
for that purpose.  He shall perform other duties incident to his
office and such other duties as may be delegated to him by the
Board of Directors, the Chairman of the Board or the President.  He
shall see that proper notice is given of all meetings of the
stockholders of the Company and of the Board of Directors, and he
shall keep in safe custody the contract records, lists of
stockholders, stockholder proxies and such corporate records as are
not otherwise provided for, and the seal of the Company.  He shall
affix the seal to any instrument requiring the same.  Any Assistant
Secretary may perform the duties of the Secretary in his absence,
and such of the duties of the Secretary as may be delegated to him
by that officer or by the Board of Directors, the Chairman of the
Board or the President.

Section 8.  Removal.  Any officer may be removed either with or
without cause at any time by a vote of a majority of the directors.

Section 9.  Vacancies.  Any vacancy in any of the offices mentioned
in this Article IV shall be filled for the unexpired portion of the
term by the Board of Directors.

                             ARTICLE V
                       CERTIFICATES OF STOCK

Section 1.  Form of Stock Certificates.  The stock of the Company
shall be represented by certificates, in such form as the Board of
Directors may from time to time prescribe, and signed by the
Chairman of the Board, the President or a Vice President and the
Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer.  Where any such certificate is signed by a
transfer agent or transfer clerk and by a registrar, the signatures
of any such Chairman of the Board, President, Vice President,
Secretary, Assistant Secretary, Treasurer or Assistant Treasurer
upon such certificates may be facsimiles, engraved or printed.  In
case any such officer who has signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be such
before such certificate is issued, it may be issued by the Company
with the same effect as if such officer had not ceased to be such
at the date of its issue.

Every certificate of stock issued by the Company shall plainly
state upon the face thereof the number, kind and class of shares
which it represents.

Section 2.  Transfers.  Transfers of shares of stock shall be made
only upon the books of the Company by the registered holders in
person or by power of attorney duly executed and acknowledged and 
<PAGE>
PAGE 7
filed with the Secretary of the Company, or with a duly appointed
Transfer Agent acting for and on behalf of the Secretary, and upon
the surrender of the certificate or certificates for such shares.

Section 3.  Lost Certificates.  If any certificate of stock shall
be lost, the holder thereof shall forthwith notify the Company of
the facts and the Board of Directors or the Executive Committee may
then authorize a new certificate to be issued to him subject to the
deposit of a bond in such amount and in such form and with surety
or sureties as the Board or the said Committee may require.

Section 4.  Closing Stock Books.  The Directors or the Executive
Committee may by resolution prescribe a period not less than ten
(10) nor more than forty (40) days prior to any meeting of
stockholders during which no transfer of stock on the books of the
Company may be made; or in lieu of prohibiting the transfer of
stock may fix a day and hour not less than ten (10) nor more than
forty (40) days prior to the holding of any meeting of stockholders
as the time as of which stockholders entitled to notice of and to
vote at such meeting shall be determined or for the taking of a
dividend list.  The stock books may also be closed for the payment
of dividends for such like period, if any, as may be prescribed by
resolution of the Board of Directors or of the Executive Committee.

Section 5.  Transfer Agent and Registrar.  The Board of Directors
may appoint one or more transfer clerks or one or more transfer
agents and one or more registrars, and may require all certificates
for shares of stock to bear the signature or signatures of any of
them.

                            ARTICLE VI
             INDEMNIFICATION OF OFFICERS AND DIRECTORS

Each director and officer shall be indemnified to the fullest
extent permitted under Article 7 of the Business Corporation Law of
New York, subject to the requirements of Section 62-a of the
Insurance Law of New York.

                            ARTICLE VII
                       CONFLICT OF INTERESTS

No director, officer, or employee of the Company shall receive, in
addition to his fixed salary or compensation, any money or valuable
thing, either directly or indirectly, or through any substantial
interest in any other corporation or business unit, for
negotiating, procuring, recommending or aiding in any purchase or
sale of property, or loan, made by the Company or any affiliate or
subsidiary thereof; nor shall he be pecuniarily interested, either
as principal, coprincipal, agent or beneficiary, either directly or
indirectly, or through any substantial interest in any other
corporation or business unit, in any such purchase, sale or loan.

<PAGE>
PAGE 8
                           ARTICLE VIII
                            AMENDMENTS

These By-Laws may be altered, repealed, or amended in whole or in
part by the Board of Directors at any regular meeting of the Board
of Directors, or at a special meeting called for that purpose,
provided that notice of the proposed change is incorporated in the
notice of such special meeting.


<PAGE>
PAGE 1
                       AMENDED AND RESTATED
                     ARTICLES OF INCORPORATION

                                OF

             AMERICAN CENTURION LIFE ASSURANCE COMPANY


                             ARTICLE I

The name of this Corporation shall be:

            American Centurion Life Assurance Company

                            ARTICLE II

The principal office of this Corporation shall be located in the
County and State of New York.

                            ARTICLE III

Section 1.  The kind or kinds of insurance to be transacted by the
Corporation are those kinds specified in Paragraph "(1)", "(2)" and
"(3)", Section 1113(a), of Article 11 of the Insurance Law of the
State of New York, as follows:

      1.    "Life insurance," means every insurance upon the lives
            of human beings and every insurance appertaining
            thereto, including the granting of endowment benefits,
            additional benefits in the event of death by accident,
            additional benefits to safeguard the contract from
            lapse, or provide a special surrender value, upon total
            and permanent disability of the insured, and optional
            modes of settlement of proceeds.  Amounts paid the
            insurer for life insurance and proceeds applied under
            optional modes of settlement or under dividend options
            may be allocated by the insurer to one or more separate
            accounts pursuant to section four thousand two hundred
            forty of this chapter.

      2.    "Annuities," means all agreements to make periodical
            payments where the making or continuance of all or of
            some of a series of such payments, or the amount of any
            such payment, depends upon the continuance of human
            life, except payments made under the authority of
            paragraph one hereof.  Amounts paid to the insurer to
            provide annuities and proceeds applied under optional
            modes of settlement or under dividend options may be
            allocated by the insurer to one or more separate
            accounts pursuant to section four thousand two hundred
            forty of this chapter.          

      3.    "Accident and health insurance," means

            (a)   insurance against death or personal injury by
                  accident or by any specified kind or kinds of
                  accident and insurance against sickness, ailment 
<PAGE>
PAGE 2
                  or bodily injury, including insurance providing
                  disability benefits pursuant to article nine of
                  the workmen's compensation law, except as
                  specified in subparagraph (b) following; and

            (b)   Non-cancellable disability insurance, meaning
                  insurance against disability resulting from
                  sickness, ailment or bodily injury (but excluding
                  insurance solely against accidental injury) under
                  any contract which does not give the insurer the
                  option to cancel or otherwise terminate the
                  contract at or after one year from its effective
                  date or renewal date.

Section 2.  The Corporation shall also have the power to cede,
reinsure and/or assume the above described kinds of insurance
subject to the Insurance Law and the rules and regulations of the
Insurance Department of the State of New York.

Section 3.  The foregoing enumeration of specific kinds of
insurance shall not be held to limit or restrict the powers of the
Corporation to carry on any other business to the extent
necessarily or properly incidental to such kinds of insurance.

Section 4.  Upon receipt of a special permit from the
Superintendent of Insurance and in compliance with the New York
Insurance Law, (Section 4231 thereof) the Corporation shall have
the power to permit its policyholders from time to time to
participate in the profits of its operations, and for this purpose
to make reasonable classifications of policies, in each instance as
the Board of Directors may determine and as may be permitted or
required by law.

                            ARTICLE IV

The mode and manner in which the corporate powers of the
Corporation shall be exercised is through a Board of Directors and
through such Committees of the Board of Directors, officers and
agents as such Board and the By-Laws of the Corporation shall
empower.                                                        

                             ARTICLE V

Section 1.  The number of the directors of the Corporation shall
not be less than thirteen (13) nor more than twenty-three (23) and
shall be determined by the provisions of the By-Laws, or subject to
the provisions of the By-Laws, the exact number of Directors shall
be fixed by resolution of the Board of Directors.  In no case shall
a decrease in the number of directors shorten the term of any
incumbent director.

Section 2.  The directors shall be elected by ballot at each annual
meeting of the stockholders of the corporation, and the directors
so elected shall hold office for one year and until their
respective successors shall have been elected and shall have
qualified.  The directors shall be chosen and elected by a
plurality of the whole number of shares voted.
<PAGE>
PAGE 3
Section 3.  A Director may be removed by the majority vote of the
stockholders at any of their meetings.  A Director may also be
removed by the vote of a majority of the remaining Directors at a
special meeting of the Board called by the President or Secretary,
at the request of the Superintendent of Insurance of New York.

Section 4.  Whenever any vacancy in the Board of Directors shall
occur by death, resignation, removal or otherwise, and whenever the
number of directors is increased, such vacancy may be filled and
such additional directors may be elected, for the remainder of the
term in which such event shall happen, by a majority vote of the
directors then in office in such manner as may be prescribed by the
By-Laws.

Section 5.  If the directors shall not be elected in any year at
the annual meeting of stockholders as hereinabove provided, or if,
because of a vacancy or vacancies on the Board of Directors, the
number of the Board shall be less than thirteen (13), the
Corporation shall not for that reason be dissolved, but every
director shall continue to hold office and discharge his duties
until his successor shall have been elected.

Section 6.  At all times a majority of the directors shall be
citizens and residents of the United States, not less than three
(3) thereof shall be residents of the State of New York, and each
director shall be at least twenty-one (21) years of age.

                            ARTICLE VI

The Board of Directors of the Corporation shall, immediately after
the organization of the Corporation, and thereafter at its first
meeting after each election of directors by the stockholders, elect
from their number a Chairman and a President and shall also elect a
Treasurer and a Secretary who need not be members of the Board of
Directors, each of whom shall hold office at the pleasure of the
Board and until his successor shall be elected by the Board of
Directors.  The Board of Directors of the Corporation shall have
power at any time to appoint one or more Vice Presidents and such
other officers, agents or clerks as said Board of Directors shall
deem expedient or proper for carrying on the business of the
corporation and any person so appointed shall hold office at the
pleasure of the Board of Directors.  Vacancies in any elective
office may be filled for the remainder of the term in which the
same shall occur by a majority vote of the directors then in
office.

                            ARTICLE VII

Except as otherwise provided by law, the presence in person or by
proxy at any meeting of stockholders of the holders of a majority
of shares of the capital stock of the Corporation issued and
outstanding and entitled to vote thereat shall constitute a quorum.
If, however, such majority shall not be represented at any meeting
of the stockholders, the holders of a majority of the shares
present or represented and entitled to vote thereat shall have
power to adjourn the meeting from time to time without notice until
the requisite amount of shares entitled to vote at such meeting 
<PAGE>
PAGE 4
shall be represented.  At such adjourned meeting at which the
requisite number of shares entitled to vote thereat shall be
represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

The annual meeting of the stockholders of the Corporation shall be
held in the State of New York on the last Tuesday of April in each
year.  Should the day designated fall on a legal holiday, then said
meeting shall be held on the next succeeding full business day.

                           ARTICLE VIII

The names and post office residence addresses of the directors, who
shall serve until the first annual meeting of the Corporation, are
as follows:                                                        

                                      Post Office
     Name                           Residence Address

SIDNEY BARON                        60 Turner Place
                                    Brooklyn, New York

FRED P. DAWSON                      17 Waller Avenue
                                    Ossining, New York 10562

HAROLD S. NACHMANN                  3 Washington Square Village
                                    New York, New York 10012

HOWARD W. BENNETT                   218 Northfield Road
                                    Millington, New Jersey

THOMAS A. LYNCH, JR.                5 Edgewood Court
                                    Parsippany, New Jersey

WESLEY F. MULLER                    320 South Street, Apt. F-1
                                    Morristown, New Jersey

DAVID J. SHERWOOD                   85 May Drive
                                    Chatham, New Jersey 07928

FRANCIS VAN ORMAN                   83 Old Short Hills Road
                                    Short Hills, New Jersey

JOHN I. AHLERS                      12 Capilano Drive
                                    Novato, California 94947

ROBERT P. J. COONEY                 2618 Buchanan Street
                                    San Francisco, California

JAMES F. CRAFTS                     2604 Jackson Street
                                    San Francisco, California 94115

KENNETH T. KING                     553 Ravenscourt Road
                                    Hillsborough, California

FRED H. MERRILL                     2222 Hyde Street
                                    San Francisco, California
<PAGE>
PAGE 5
                                      Post Office
     Name                           Residence Address

LOUIS W. NIGGEMAN                   296 Makin Grade
                                    Kentfield, California

                            ARTICLE IX

The duration of the corporate existence of this Corporation shall
be perpetual.

                             ARTICLE X

The holders of stock of the Corporation shall not have any pre-
emptive, preferential or other right to subscribe for or purchase
or acquire any shares of any class of stock or any other securities
of the Corporation, whether now or hereafter authorized, and
whether or not convertible into, or evidencing or carrying the
right to purchase, shares of stock of any class or any other
securities now or hereafter authorized and whether the same shall
be issued for cash, services or property, or by way of dividend, or
otherwise, other than such right, if any, as the Board of Directors
in its discretion from time to time may determine; but all such
shares of stock or other securities may be issued and disposed of
by the Board of Directors, to the extent permitted by law, in such
manner to such person or persons, on such terms, for such
consideration and for such corporate purposes as the Board of
Directors may deem advisable.

The fiscal year of the Corporation shall be the calendar year.

                            ARTICLE XI

The amount of the authorized capital of this Corporation shall be
ONE MILLION ($1,000,000) DOLLARS, to consist of ONE HUNDRED
THOUSAND (100,000) shares of stock of the par value of TEN ($10.00)
DOLLARS per share.

                            ARTICLE XII

The Corporation may establish, maintain and operate offices and
agencies and conduct business outside of the State of New York and
in other states, territories, dependencies, protectorates and in
the District of Columbia, in such form and manner as the Board of
Directors may determine.

                           ARTICLE XIII

The Board of Directors shall adopt By-Laws for its own regulation
and that of the conduct of the business of the Corporation, which
By-Laws shall not be inconsistent with this Charter or with the
laws of the State of New York, and which By-Laws may be modified,
rescinded or amended from time to time by majority vote of the
Board of Directors at any special meeting called for that purpose,
or at any regular meeting.


<PAGE>
PAGE 1
                         EMERGENCY BY-LAWS
                                OF
             AMERICAN CENTURION LIFE ASSURANCE COMPANY


                             ARTICLE I
                  DESIGNATION OF ACTING DIRECTORS

Section 1.  If at any time during an acute emergency, the number of
Directors of the Company who have the ability to be present at a
Board meeting under the By-Laws of American Centurion Life
Assurance Company, as amended from time to time, shall be less than
three (3), the shareholders of the Company shall have the power to
designate Acting Directors in such number as will bring to three
(3) the number of Directors and Acting Directors who have the
ability to be present at a Board meeting.

When used herein, the term "acute emergency" shall mean: "A period
in which, by reason of loss of life, epidemic disease, destruction
or damage of property, contamination of property by radiological,
chemical or bacteriological means, or disruption of the means of
transportation and communication, resulting from an attack, as
defined herein, it is impossible or impracticable for the business
of insurance in this state to be conducted in strict accord with
the provisions of law or charters applicable thereto."

When used herein, the term "attack" shall mean: "Any attack, actual
or imminent, or series of attacks by an enemy of a foreign nation
upon the United States causing, or which may cause, substantial
damage or injury to civilian property or persons in the United
States in any manner by sabotage or by the use of bombs, shellfire,
or nuclear, radiological, chemical, bacteriological, or biological
means or other weapons or processes."

Section 2.  No person prohibited by law or by the Charter or By-
Laws of the Company from serving as a member of its Board shall be
eligible to serve as an Acting Director except that no person shall
be disqualified to serve as an Acting Director by reason of his not
being a stockholder of the Company,  by his not being a resident of
the State of New York or a citizen of the United States, or by
reason of the number of the Directors or Acting Directors who are
Officers, Acting Officers or employees of the Company. No oath of
Acting Directors shall be required.

                            ARTICLE II
                    POWERS OF ACTING DIRECTORS

Section 1.  Acting Directors designated pursuant to these Emergency
By-Laws shall be entitled to notice of and to vote at all meetings
of an Emergency Board of Directors equally with Directors. Each
Acting Director shall serve until the Director or Acting Director
in whose place he was elected or appointed shall attend a meeting
of the Board or until a Director is duly elected to fill the
vacancy in which such Acting Director has been serving, whichever
event occurs earlier.

                                                            3/23/87
<PAGE>
PAGE 2
Section 2.  An Acting Director shall be entitled to the
compensation, if any, payable to a Director.

                            ARTICLE III
      NOTICE OF MEETINGS OF THE EMERGENCY BOARD OF DIRECTORS

Section 1.  Notwithstanding any contrary provision of law or of the
Charter and By-Laws of the Company, if at any time during an acute
emergency affecting the Company, no person otherwise empowered to
call meetings of the Board is capable of acting, a meeting thereof
may be called by any Director or Acting Director. If it shall be
impracticable or impossible to give notice of a meeting of the
Board in the manner prescribed by the Charter and By-Laws of the
Company and law other than this Article, the person calling such a
meeting may give notice thereof by making such reasonable efforts
as circumstances may permit to notify each Director and Acting
Director of the time and place of the meeting, but need not specify
the purposes thereof. Failure of any Director or Acting Director to
receive annual notice of a meeting of Directors and Acting
Directors shall not affect the power of the Directors and Acting
Directors present at such meeting to exercise the powers of an
Emergency Board  of Directors as prescribed herein. Nothing
contained in this Article shall be construed as requiring a meeting
of the Board of the Company to be convened in any manner different
from that prescribed by the Charter, By-Laws, and by the provisions
of law other than this Article.

                            ARTICLE IV
       DUTIES AND POWERS OF THE EMERGENCY BOARD OF DIRECTORS

Section 1.  If three (3) or more Directors and/or Acting Directors
of the Company are present at any meeting of the Board duly
convened during an acute emergency affecting the Company, they
shall constitute the Emergency Board of Directors of the Company
which, notwithstanding any contrary provision of law or of the
Charter and By-Laws of the Company, shall have the power, subject
to the limitations prescribed herein, by a majority of those
present, to take any and every action which may be necessary to
enable the Company to meet the exigencies of the acute emergency
and conduct its business during such period, but no other powers.

Section 2.  The powers of an Emergency Board of Directors shall
include, but shall not be limited to, the following powers:

      a.    To elect such Acting Officers as it may deem necessary,
            without regard to the number of officers which would
            otherwise be required, to serve in any offices which
            are vacant or in place of any Officers or Acting
            Officers who fail to appear and assume their duties, to
            fix the compensation and determine the powers and
            duties of Acting Officers and to remove Acting
            Officers, but not to remove any Officer or to fill any
            vacancy on a permanent basis or to cause the Company to
            enter into any contract of employment for a term of
            over one (1) year.

                                                            3/23/87
<PAGE>
PAGE 3
      b.    To cause the Company to change the location of its
            principal office, or any of its places of business, and
            to authorize such action as it may deem appropriate to
            acquire space and facilities at the new location, but
            not to acquire for use as its principal office,
            property in fee or for a term of over one (1) year.
 
      c.    To postpone any meeting of the Directors of the Company
            if, in the judgment of the majority of the members of
            such Emergency Board of Directors, it would be
            impracticable to hold such meeting at the time it would
            otherwise have been held or conducted.

                             ARTICLE V
               POWERS AND DUTIES OF ACTING OFFICERS

Section 1.  Acting Officers elected pursuant to these Emergency By-
Laws shall have such powers and duties and receive such
compensation as may from time to time be determined by the Board or
Emergency Board of Directors. Each Acting Officer shall serve until
the Officer in whose place he was elected shall appear and assume
his duties or until his Successor Officer or Acting Officer shall
be elected, whichever event occurs earlier.

                            ARTICLE VI
                            AMENDMENTS

Section 1.  These Emergency By-Laws may be altered, repealed, or
amended in whole or in part by the Board of Directors at any
regular meeting of the Board of Directors, in accordance with the
applicable provisions of the By-Laws of the Company.

                            ARTICLE VII
                     INCORPORATION OF BY-LAWS

Section 1.  The Charter and By-Laws of American Centurion Life
Assurance Company, as amended from time to time, shall be
incorporated herein insofar as they are not inconsistent with these
Emergency By-Laws.



                                                            3/23/87


<PAGE>
PAGE 1
                     Performance Calculations


NON-MONEY MARKET SUBACCOUNTS

TOTAL RETURN
The total return is the percentage change between the initial
investment at the beginning of the period and the total value of
the investment at the end of the period.

     Total Return = Ending Total Value - Initial Investment
                              Initial Investment

The ending total value includes income and capital gains
distributions treated as reinvested.  It also reflects deductions
for the contract administrative charge, charge and the mortality
and expense risk charge.

AVERAGE ANNUAL TOTAL RETURN
The average annual total return of a subaccount reflects the
average annual compounded rate of return of a hypothetical
investment over a period of one, five and ten years (or, if less,
up to the life of the subaccount), calculated according to the
following formula:

                            P(1+T)n = ERV

     where:    P = a hypothetical initial payment of $1000.
               T = average annual total return.
               n = number of years.
             ERV = ending redeemable value of a hypothetical $1,000
                   payment made at the beginning of the one, five
                   or ten year periods (or fractional portion
                   thereof).

The average annual total return reflects the deduction of the
contract administrative charge and mortality and expense risk
charge.

YIELD
Yield quotations will be based on all investment income earned
during a particular 30-day period, less expenses accrued during the
period (net investment income) and will be computed by dividing net
investment income per accumulation unit by the value of an
accumulation unit on the last day of the period, according to the
following formula:

                     YIELD = 2 [( a - b + 1)6 - 1]
                                   cd

      a = dividends and interest earned during the period.
      b = expenses accrued for the period (net of reimbursements).
      c = the average daily number of shares outstanding during the
          period that were entitled to receive dividends.
      d = the maximum offering price per share on the last day of
          the period.
<PAGE>
PAGE 2
MONEY MARKET SUBACCOUNT

SIMPLE YIELD
Simple yield for the money market subaccount will be based on the
net change in the value of a hypothetical investment (exclusive of
capital changes) from the beginning of a seven day period for which
yield is quoted.  A prorata share of fund expenses accrued over the
seven day period is subtracted.  The difference is divided by the
value of the subaccount at the beginning of the period to obtain
the base period return.  The base period return is annualized by
multiplying by 365/7.

COMPOUND YIELD
Calculation of compound yield begins with the same base period
return used in the calculation of yield, which is then annualized
to reflect compounding according to the following formula:

     Compound Yield = [(Base Period Return + 1)365/7] - 1


<PAGE>
PAGE 1
             AMERICAN CENTURION LIFE ASSURANCE COMPANY
                  ACL Variable Annuity Account 2

                         POWER OF ATTORNEY


City of Albany

State of New York


Each of the undersigned, as a director and/or officer of American
Centurion Life Assurance Company (ACL), sponsor of the unit
investment trust consisting of the ACL Variable Annuity Account 2
in connection with the filing of registration statements on Form N-
4 under the Securities Act of 1933 and the Investment Company Act
of 1940, hereby constitutes and appoints William A. Stoltzmann,
Mary Ellyn Minenko and Eric L. Marhoun or any one of them, as
his/her attorney-in-fact and agent, to sign for him/her in his/her
name, place and stead any and all filings, applications (including
applications for exemptive relief), periodic reports, registration
statements (with all exhibits and other documents required or
desirable in connection therewith), other documents, and amendments
thereto and to file such filings, applications periodic reports,
registration statements, other documents, and amendments thereto
with the Securities and Exchange Commission, and any necessary
states, and grants to any or all of them the full power and
authority to do and perform each and every act required or
necessary in connection therewith.



/s/ Robert C. Auriema                               Dec. 11, 1995
    Robert C. Auriema
    Director

/s/ Alan R. Dakay                                   Dec. 22, 1995
    Alan R. Dakay
    Vice Chairman and President,
    Financial Institutions Division
    Director

/s/ Clarence E. Galston                             Dec. 11, 1995
    Clarence E. Galston
    Director

/s/ Jay C. Hatlestad                                Dec. 15, 1995
    Jay C. Hatlestad
    Vice President and Controller

/s/ Robert A. Hatton                                Dec. 11, 1995
    Robert A. Hatton
    Director
<PAGE>
PAGE 2
/s/ William J. Heron Jr.                            Dec. 20, 1995
    William J. Heron Jr.
    Director

/s/ Richard W. Kling                                Dec. 18, 1995
    Richard W. Kling
    Director

/s/ Ryan R. Larson                                  Dec. 11, 1995
    Ryan R. Larson
    Vice President - Product
    Development
    Director

/s/ Herbert W. Marache Jr.                          Dec. 11, 1995
    Herbert W. Marache Jr.
    Director

/s/ Kenneth W. Nelson                               Dec. 11, 1995
    Kenneth W. Nelson
    Director

                                                    Dec.   , 1995
    Doretta Rinaldi
    Vice President - Marketing
    Director

/s/ Stuart A. Sedlacek                              Dec. 11, 1995
    Stuart A. Sedlacek
    Chairman and President
    Director

/s/ Anne L. Segal                                   Dec. 11, 1995
    Anne L. Segal
    Director

/s/ Guerdon D. Smith                                Dec. 11, 1995
    Guerdon D. Smith
    Director



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