ACL VARIABLE ANNUITY ACCOUNT 2
485BPOS, 1999-04-29
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM N-4

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         Pre-Effective Amendment No.                         [ ]

             Post-Effective Amendment No. 4 (File No. 333-00519)             [X]
                                    ---------

                                     and/or

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                    Amendment No. 8 (File No. 811-07511)                     [X]
                                    ---------

                        (Check appropriate box or boxes)

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

                    American Centurion Life Assurance Company
- -------------------------------------------------------------------------------
                               (Name of Depositor)

20 Madison Avenue Extension, P.O. Box 5555, Albany NY                 12205-0555
- -------------------------------------------------------------------------------
(Address of Depositor's Principal Executive Offices)                  (Zip Code)

Depositor's Telephone Number, including Area Code                (612) 671-7981
- --------------------------------------------------------------------------------

          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 (check appropriate box) 
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485 
[x] on April 30, 1999 pursuant to paragraph (b) of Rule 485 
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485 
[ ] on (date) pursuant to paragraph(a)(1) of Rule 485

If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
    previously filed post-effective amendment.

<PAGE>


<PAGE>
- -------------------------------
 
PROSPECTUS
APRIL 30, 1999
 
ACL PERSONAL PORTFOLIO PLUS(2)/ACL PERSONAL PORTFOLIO-SM-
 
Individual flexible premium deferred combination fixed/variable annuity.
 
ACL VARIABLE ANNUITY ACCOUNT 2
 
Issued by: American Centurion Life Assurance Company
20 Madison Avenue Extension
P.O. Box 5555
Albany, NY 12205-0555
Telephone: 800-504-0469
 
This prospectus contains information that you should know before investing. You
also will receive the following prospectuses:
 
For ACL PERSONAL PORTFOLIO PLUS(2):
- -AIM Variable Insurance Funds, Inc.;
- -American Century Variable Portfolios, Inc.;
- -IDS Life Retirement Annuity Mutual Funds;
- -Janus Aspen Series;
- -OCC Accumulation Trust;
- -Oppenheimer Variable Account Funds; and
- -Putnam Variable Trust
 
For ACL PERSONAL PORTFOLIO-SM-:
- -GT Global Variable Investment Series;
- -IDS Life Retirement Annuity Mutual Funds;
- -OCC Accumulation Trust; and
- -Putnam Variable Trust
 
Please read the prospectuses carefully and keep them for future reference. This
contract is available for qualified and nonqualified retirement plans.
 
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
 
AN INVESTMENT IN THIS CONTRACT IS NOT A DEPOSIT OF A BANK OR FINANCIAL
INSTITUTION AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY. AN INVESTMENT IN THIS CONTRACT
INVOLVES INVESTMENT RISK INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.
 
A Statement of Additional Information (SAI), dated the same date as this
prospectus, is incorporated by reference into this prospectus. It is 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.
 
                                                                               1
<PAGE>
 
     TABLE OF CONTENTS
     KEY TERMS                                        3
     THE CONTRACT IN BRIEF                            4
     EXPENSE SUMMARY                                  6
     CONDENSED FINANCIAL INFORMATION (UNAUDITED)     10
     FINANCIAL STATEMENTS                            16
     PERFORMANCE INFORMATION                         16
     THE VARIABLE ACCOUNT                            18
     THE FUNDS                                       20
     THE FIXED ACCOUNT                               24
     BUYING YOUR CONTRACT                            25
     CHARGES                                         27
     VALUING YOUR INVESTMENT                         30
     MAKING THE MOST OF YOUR CONTRACT                32
     WITHDRAWALS                                     36
     CHANGING OWNERSHIP                              37
     BENEFITS IN CASE OF DEATH                       38
     THE ANNUITY PAYOUT PERIOD                       40
     TAXES                                           42
     VOTING RIGHTS                                   44
     SUBSTITUTION OF INVESTMENTS                     45
     ABOUT THE SERVICE PROVIDERS                     46
     YEAR 2000                                       47
     TABLE OF CONTENTS OF THE STATEMENT OF
      ADDITIONAL INFORMATION                         48
 
2
<PAGE>
- -------------------------------
                 KEY TERMS
 
             These terms can help you understand details about your contract.
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.
BENEFICIARY  The person you designate to receive benefits in case of the owner's
             or annuitant's death while the contract is in force and before
             annuity payouts begin.
CLOSE OF BUSINESS
             When the New York Stock Exchange (NYSE) closes, normally 4 p.m.
             Eastern time.
CONTRACT VALUE
             The total value of your contract before we deduct any applicable
             charges.
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 you
             allocate to this account earn interest at rates that we declare
             periodically.
FUNDS        Mutual funds and/or portfolios that are investment options under
             your contract, each with a different investment objective. 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 contract (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 controls the contract.
QUALIFIED ANNUITY
             A contract that you purchase for one of the following retirement
             plans that is subject to applicable federal law and any rules of
             the plan itself:
 
          - Individual Retirement Annuities (IRAs)
 
          - Roth IRAs
 
          - Simplified Employee Pension (SEP) plans
 
             All other contracts are considered NONQUALIFIED ANNUITIES.
RETIREMENT DATE
             The date when annuity payouts are scheduled to begin.
VALUATION DATE
             Any normal business day, Monday through Friday, that the NYSE is
             open. Each valuation date ends at the close of business. We
             calculate the value of each subaccount at the close of business on
             each valuation date.
VARIABLE ACCOUNT
             Consists of separate subaccounts to which you may allocate purchase
             payments; each invests in shares of one fund. The value of your
             investment in each subaccount changes with the performance of the
             particular fund.
WITHDRAWAL VALUE
             The amount you are entitled to receive if you make a full
             withdrawal from your contract. It is the contract value minus any
             applicable charges.
 
                                                                               3
<PAGE>
- -------------------------------
                 THE CONTRACT IN BRIEF
 
PURPOSE: The purpose of the contract is to allow you to accumulate money for
retirement. You do this by making one or more investments (purchase payments)
that may earn returns that increase the value of the contract. The contract
provides lifetime or other forms of payouts beginning at a specified date (the
retirement date). As in the case of other annuities, it may not be advantageous
for you to purchase this contract as a replacement for, or in addition to an
existing annuity.
 
FREE LOOK PERIOD: You may return your contract to your agent or to our office
within 10 days after it is delivered to you and receive a full refund of all
your purchase payments.
 
ACCOUNTS: Currently, you may allocate your purchase payments among any or all
of:
 
          - the subaccounts, each of which invests in a fund with a particular
           investment objective. The value of each subaccount varies with the
           performance of the particular fund in which it invests. We cannot
           guarantee that the value at the retirement date will equal or exceed
           the total purchase payments you allocate to the subaccounts. (p. 18)
 
          - the fixed account, which earns interest at a rate that we adjust
           periodically. (p. 24)
 
BUYING YOUR CONTRACT: Your agent will help you complete and submit an
application. Applications are subject to acceptance at our office. You may buy a
nonqualified annuity or a qualified annuity. You must make an initial lump-sum
purchase payment. You have the option of making additional purchase payments in
the future. (p. 26)
 
          - Minimum initial purchase payment -- $2,000 (without prior approval)
 
          - Minimum additional purchase payment -- $50
 
          - Maximum total purchase payments -- $1,000,000 (without prior
           approval)
 
TRANSFERS: Subject to certain restrictions you currently may redistribute your
money among the subaccounts and the fixed account without charge at any time
until annuity payouts begin, and once per contract year among the subaccounts
after annuity payouts begin. You may establish automated transfers among the
fixed account and subaccounts. Fixed account transfers are subject to special
restrictions. (p. 33)
 
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. 34)
 
CHANGING OWNERSHIP: You may change ownership of a nonqualified annuity by
written instruction, but this may have federal income tax consequences.
Restrictions apply to changing ownership of a qualified annuity. (p. 37)
 
BENEFITS IN CASE OF DEATH: If you or the annuitant die before annuity payouts
begin, we will pay the beneficiary an amount at least equal to the contract
value. (p. 38)
 
ANNUITY PAYOUTS: You can apply your contract value 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 you like. If you purchased a
qualified annuity, the payout schedule must meet the requirements of the
qualified plan. We can make payouts on a fixed or variable basis, or both. Total
monthly payouts may include amounts from each subaccount and the fixed account.
(p. 40)
 
4
<PAGE>
 
TAXES: Generally, your contract grows tax-deferred until you make withdrawals
from it or begin to receive payouts. (Under certain circumstances, IRS penalty
taxes may apply.) Even if you direct payouts to someone else, you will be taxed
on the income if you are the owner. Roth IRAs, however, may grow and be
distributed tax-free, if you meet certain distribution requirements. (p. 42)
 
CHARGES:
 
          - $30 annual contract administrative charge;
 
          - 0.15% variable account administrative charge;
 
          - 1.25% mortality and expense risk fee;
 
          - withdrawal charge; and
 
          - the operating expenses of the funds.
 
                                                                               5
<PAGE>
- -------------------------------
                 EXPENSE SUMMARY
 
The purpose of this table is to help you understand the various costs and
expenses associated with your contract.
 
You pay no sales charge when you purchase your contract. We show all costs that
you bear directly or indirectly for the subaccounts and funds below. Some
expenses may vary as we explained under "Charges."
 
ANNUAL CONTRACT OWNER EXPENSES:
  WITHDRAWAL CHARGE (contingent deferred sales charge as a percentage of
purchase payment)
 
<TABLE>
<CAPTION>
                    CONTRACT YEARS FROM                WITHDRAWAL CHARGE
                      PAYMENT RECEIPT                      PERCENTAGE
          <S>                                         <C>
                             1                                 7%
                             2                                 6
                             3                                 5
                             4                                 4
                             5                                 3
                             6                                 2
                             7                                 1
                         Thereafter                            0
</TABLE>
 
  CONTRACT ADMINISTRATIVE CHARGE                                             $30
 
ANNUAL SUBACCOUNT EXPENSES
(as a percentage of average daily net assets of the subaccounts):
    VARIABLE ACCOUNT ADMINISTRATIVE CHARGE                                 0.15%
    MORTALITY AND EXPENSE RISK FEE                                         1.25%
  TOTAL ANNUAL SUBACCOUNT EXPENSES                                         1.40%
 
ANNUAL OPERATING EXPENSES OF THE FUNDS
(as a percentage of average daily net assets):
 
<TABLE>
<CAPTION>
                                                                                        GT GLOBAL        GT GLOBAL
                  AIM V.I        AIM V.I                   AMERICAN                   VARIABLE LATIN    VARIABLE NEW
                 GROWTH AND   INTERNATIONAL   AIM V.I     CENTURY VP      AMERICAN     AMERICA FUND     PACIFIC FUND     IDS LIFE
                   INCOME        EQUITY        VALUE      INCOME AND     CENTURY VP   (AFTER EXPENSE   (AFTER EXPENSE   AGGRESSIVE
                    FUND          FUND         FUND         GROWTH         VALUE      REIMBURSEMENT)   REIMBURSEMENT)     GROWTH
<S>              <C>          <C>             <C>         <C>            <C>          <C>              <C>              <C>
 Management
 fees                .61%           .75%         .61%         .70%          1.00%          1.00%            1.00%           .59%
 
 12b-1 fees           --             --           --           --             --             --               --             --
 
 Other expenses      .04            .16          .05           --             --            .39              .28            .09
 
 Total               .65%(1)        .91%(1)      .66%(1)      .70%(1)       1.00%(1)       1.39%(6)         1.28%(6)        .68%(2)
</TABLE>
 
6
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                                         JANUS ASPEN
                                                                                           JANUS ASPEN     SERIES
                                                                                             SERIES       WORLDWIDE
                 IDS LIFE   IDS LIFE      IDS LIFE                              IDS LIFE    BALANCED       GROWTH
                 CAPITAL     GROWTH     INTERNATIONAL   IDS LIFE    IDS LIFE    SPECIAL    (AFTER FEE    (AFTER FEE
                 RESOURCE   DIMENSION      EQUITY       MANAGED    MONEYSHARE    INCOME    REDUCTIONS)   REDUCTIONS)
<S>              <C>        <C>         <C>             <C>        <C>          <C>        <C>           <C>
 Management
 fees               .59%        .61%          .83%         .59%        .50%        .60%         .72%          .65%
 
 12b-1 fees          --          --            --           --          --          --           --            --
 
 Other expenses     .07         .06           .15          .04         .06         .07          .02           .07
 
 Total              .66%(2)     .67%(2)       .98%(2)      .63%(2)     .56%(2)     .67%(2)      .74%(4)       .72%(4)
</TABLE>
 
<TABLE>
<CAPTION>
                               OCC           OCC            OCC
                 OCC       ACCUMULATION  ACCUMULATION   ACCUMULATION
             ACCUMULATION     TRUST      TRUST SMALL     TRUST U.S.                                PUTNAM VT    PUTNAM VT
             TRUST EQUITY    MANAGED         CAP            GOV-       OPPENHEIMER                DIVERSIFIED  DIVERSIFIED
                (AFTER        (AFTER        (AFTER     ERNMENT INCOME    CAPITAL     OPPENHEIMER    INCOME       INCOME
               EXPENSE       EXPENSE       EXPENSE     (AFTER EXPENSE  APPRECIATION  HIGH INCOME    FUND --      FUND --
             LIMITATIONS)  LIMITATIONS)  LIMITATIONS)   LIMITATIONS)     FUND/VA       FUND/VA     CLASS IA     CLASS IB
<S>          <C>           <C>           <C>           <C>             <C>           <C>          <C>          <C>
 Management
 fees             .80%          .78%          .80%           .60%           .72%          .74%         .67%         .67%
 
 12b-1 fees        --            --            --             --             --            --           --          .15
 
 Other
 expenses         .14           .04           .08            .40            .03           .04          .11          .11
 
 Total            .94%(3)       .82%(3)       .88%(3)       1.00%(3)        .75%(1)       .78%(1)      .78%(1)      .93%(5)
</TABLE>
 
<TABLE>
<CAPTION>
                 PUTNAM VT    PUTNAM VT                                PUTNAM VT
                 GROWTH AND   GROWTH AND   PUTNAM VT    PUTNAM VT         NEW        PUTNAM VT
                   INCOME       INCOME     HIGH YIELD   HIGH YIELD   OPPORTUNITIES    VOYAGER
                  FUND --      FUND --      FUND --      FUND --        FUND --       FUND --
                  CLASS IA     CLASS IB     CLASS IA     CLASS IB      CLASS IA      CLASS IB
<S>              <C>          <C>          <C>          <C>          <C>             <C>         <C>           <C>
 Management
 fees                .46%         .46%         .64%         .64%           .56%          .54%
 
 12b-1 fees           --          .15           --          .15             --           .15
 
 Other expenses      .04          .04          .07          .07            .05           .04
 
 Total               .50%(1)      .65%(5)      .71%(1)      .86%(5)        .61%(1)       .73%(5)
</TABLE>
 
(1)  Operating expenses of the underlying funds at Dec. 31, 1998.
 
(2)  Annualized operating expenses of underlying mutual funds at Dec. 31, 1998.
 
(3)  Total Portfolio Expenses of the OCC Accumulation Trust Portfolios are
     limited by OpCap Advisors so that their respective annualized operating
     expenses (net of any expense offsets) do not exceed 1.00% of average daily
     net assets for the Equity, Managed, Small Cap and U.S. Government Income
     Portfolios. Without such limitation and without giving effect to any
     expense offsets, the Management Fees, Other expenses and Total Portfolio
     Expenses for U.S. Government Income Portfolio would have been: .60%, .60%,
     and 1.20%, respectively.
 
(4)  The figures given above are based on gross expenses before expense offset
     arrangements, for the year ended Dec. 31, 1998, for these funds. As of the
     date of this prospectus, certain fees are being reduced by the respective
     investment managers or service providers for certain of the underlying
     funds, in each case on a voluntary basis. Without such reductions, the
     "Management fees", "Other expenses" and "Total" that would have been
     incurred for the last completed fiscal year would be: 0.72%, 0.02%, and
     0.74%, respectively, for Janus Aspen Series Balanced Portfolio, and 0.67%,
     0.07% and 0.74%, respectively for Janus Aspen Series Worldwide Growth
     Portfolio. See the Portfolio' prospectus for a discussion of fee
     reductions.
 
(5)  Based on estimated expenses.
(6)  Figures in the "Other Expenses" and "Total" columns are restated from the
     amounts you would have incurred in 1998 to reflect fees and reimbursement
     or waiver arrangements. If there had been no reimbursement of expenses by
     A I M Advisors, Inc. and no expense reductions, the actual expenses of each
     fund, expressed as a percentage of net assets, with "Management fees"stated
     first, the "Other expenses" followed by "Total," would have been as
     follows: GT Global Variable Latin America Fund, 1.00%, 0.66%, 1.66%, and GT
     Global Variable New Pacific Fund, 1.00%, 0.78%, 1.75%.
 
                                                                               7
<PAGE>
                 EXPENSE SUMMARY
 
EXAMPLE:*
 
<TABLE>
<CAPTION>
                  AIM V.I        AIM V.I                  AMERICAN
                 GROWTH AND   INTERNATIONAL   AIM V.I    CENTURY VP    AMERICAN      GT GLOBAL       GT GLOBAL      IDS LIFE
                   INCOME        EQUITY        VALUE     INCOME AND   CENTURY VP   VARIABLE LATIN   VARIABLE NEW   AGGRESSIVE
                    FUND          FUND          FUND       GROWTH       VALUE       AMERICA FUND    PACIFIC FUND     GROWTH
 
<S>              <C>          <C>             <C>        <C>          <C>          <C>              <C>            <C>
                 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            $ 92.31       $ 94.98      $ 92.42     $ 92.83      $ 95.90         $ 98.46         $ 98.26      $ 92.62
 
 3 Years            118.81        126.83       119.12      120.36       129.59          137.24          136.63       119.74
 
 5 Years            147.92        161.30       148.44      150.51       165.90          178.58          177.58       149.47
 
 10 Years           253.10        279.88       254.14      258.30       288.99          313.87          311.90       256.22
                 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            $ 22.31       $ 24.98      $ 22.42     $ 22.83      $ 25.90         $ 28.46         $ 28.26      $ 22.62
 
 3 Years             68.81         76.83        69.12       70.36        79.59           87.24           86.63        69.74
 
 5 Years            117.92        131.30       118.44      120.51       135.90          148.58          147.58       119.47
 
 10 Years           253.10        279.88       254.14      258.30       288.99          313.87          311.90       256.22
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                                         JANUS ASPEN
                 IDS LIFE   IDS LIFE      IDS LIFE                              IDS LIFE   JANUS ASPEN     SERIES
                 CAPITAL     GROWTH     INTERNATIONAL   IDS LIFE    IDS LIFE    SPECIAL      SERIES       WORLDWIDE
                 RESOURCE   DIMENSION      EQUITY       MANAGED    MONEYSHARE    INCOME     BALANCED       GROWTH
 
<S>              <C>        <C>         <C>             <C>        <C>          <C>        <C>           <C>
                 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          $ 92.42     $ 92.52       $ 95.70      $ 92.11     $ 91.39     $ 92.52      $ 93.24       $ 93.03
 
 3 Years          119.12      119.43        128.98       118.19      116.03      119.43       121.59        120.98
 
 5 Years          148.44      148.96        164.88       146.89      143.26      148.96       152.57        151.54
 
 10 Years         254.14      255.18        286.97       251.01      243.67      255.18       262.45        260.38
                 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          $ 22.42     $ 22.52       $ 25.70      $ 22.11     $ 21.39     $ 22.52      $ 23.24       $ 23.03
 
 3 Years           69.12       69.43         78.98        68.19       66.03       69.43        71.59         70.98
 
 5 Years          118.44      118.96        134.88       116.89      113.26      118.96       122.57        121.54
 
 10 Years         254.14      255.18        286.97       251.01      243.67      255.18       262.45        260.38
</TABLE>
 
8
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                                          PUTNAM VT     PUTNAM VT
                  OCC                           OCC             OCC         OPPENHEIMER                  DIVERSIFIED   DIVERSIFIED
              ACCUMULATION       OCC        ACCUMULATION   ACCUMULATION       CAPITAL      OPPENHEIMER     INCOME        INCOME
                 TRUST      ACCUMULATION    TRUST SMALL   TRUST U.S. GOV-   APPRECIATION   HIGH INCOME     FUND --       FUND --
                EQUITY      TRUST MANAGED       CAP       ERNMENT INCOME      FUND/VA        FUND/VA      CLASS IA      CLASS IB
 
<S>           <C>           <C>             <C>           <C>               <C>            <C>           <C>           <C>
              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         $ 95.29        $ 94.06        $ 94.67         $ 95.90          $ 93.34       $ 93.65       $ 93.65       $ 95.18
 
 3 Years         127.75         124.06         125.91          129.59           121.90        122.83        122.83        127.44
 
 5 Years         162.84         156.69         159.77          165.90           153.09        154.63        154.63        162.33
 
 10 Years        282.92         270.69         276.82          288.99           263.48        266.57        266.57        281.91
              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         $ 25.29        $ 24.06        $ 24.67         $ 25.90          $ 23.34       $ 23.65       $ 23.65       $ 25.18
 
 3 Years          77.75          74.06          75.91           79.59            71.90         72.83         72.83         77.44
 
 5 Years         132.84         126.69         129.77          135.90           123.09        124.63        124.63        132.33
 
 10 Years        282.92         270.69         276.82          288.99           263.48        266.57        266.57        281.91
</TABLE>
 
<TABLE>
<CAPTION>
                 PUTNAM VT    PUTNAM VT                                PUTNAM VT
                 GROWTH AND   GROWTH AND   PUTNAM VT    PUTNAM VT         NEW         PUTNAM VT
                   INCOME       INCOME     HIGH YIELD   HIGH YIELD   OPPORTUNITIES     VOYAGER
                  FUND --      FUND --      FUND --      FUND --        FUND --        FUND --
                  CLASS IA     CLASS IB     CLASS IA     CLASS IB       CLASS IA       CLASS IB
 
<S>              <C>          <C>          <C>          <C>          <C>              <C>          <C>              <C>
                 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           $ 90.78      $ 92.31      $ 92.93      $ 94.47         $ 91.90        $ 93.13
 
 3 Years           114.17       118.81       120.67       125.29          117.58         121.28
 
 5 Years           140.14       147.92       151.02       158.74          145.85         152.06
 
 10 Years          237.33       253.10       259.34       274.78          248.92         261.41
                 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           $ 20.78      $ 22.31      $ 22.93      $ 24.47         $ 21.90        $ 23.13
 
 3 Years            64.17        68.81        70.67        75.29           67.58          71.28
 
 5 Years           110.14       117.92       121.02       128.74          115.85         122.06
 
 10 Years          237.33       253.10       259.34       274.78          248.92         261.41
</TABLE>
 
* In this example, the $30 annual contract administrative charge is approximated
  as a 0.127% charge based on our average contract size. We entered into certain
  arrangements under which we are compensated by the funds' advisers and/or
  distributors for the administrative services we provide to the funds.
 
YOU SHOULD NOT CONSIDER THIS EXAMPLE AS A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE MORE OR LESS THAN THOSE SHOWN.
 
                                                                               9
<PAGE>
- -------------------------------
                 CONDENSED FINANCIAL INFORMATION (UNAUDITED)
 
              The following tables give per-unit information about the financial
              history of each subaccount.
 
 YEAR ENDED DEC. 31,
 
<TABLE>
<CAPTION>
                                                                              1998      1997
<S>                                                                          <C>       <C>
 SUBACCOUNT IGN(3) (INVESTING IN SHARES OF AIM V.I. GROWTH AND INCOME FUND)
 
 Accumulation unit value at beginning of period                               $1.00         --
 
 Accumulation unit value at end of period                                     $1.15         --
 
 Number of accumulation units outstanding at end of period (000 omitted)          6         --
 
 Ratio of operating expense to average net assets                             1.40%         --
 
 SUBACCOUNT IIN(3) (INVESTING IN SHARES OF AIM V.I. INTERNATIONAL EQUITY
 FUND)
 
 Accumulation unit value at beginning of period                               $1.00         --
 
 Accumulation unit value at end of period                                     $1.04         --
 
 Number of accumulation units outstanding at end of period (000 omitted)          4         --
 
 Ratio of operating expense to average net assets                             1.40%         --
 
 SUBACCOUNT IVA(3) (INVESTING IN SHARES OF AIM V.I. VALUE FUND)
 
 Accumulation unit value at beginning of period                               $1.00         --
 
 Accumulation unit value at end of period                                     $1.16         --
 
 Number of accumulation units outstanding at end of period (000 omitted)          8         --
 
 Ratio of operating expense to average net assets                             1.40%         --
 
 SUBACCOUNT IIG(3) (INVESTING IN SHARES OF AMERICAN CENTURY VP INCOME AND
 GROWTH FUND)
 
 Accumulation unit value at beginning of period                               $1.00         --
 
 Accumulation unit value at end of period                                     $1.10         --
 
 Number of accumulation units outstanding at end of period (000 omitted)          8         --
 
 Ratio of operating expense to average net assets                             1.40%         --
 
 SUBACCOUNT IVL(3) (INVESTING IN SHARES OF AMERICAN CENTURY VP VALUE FUND)
 
 Accumulation unit value at beginning of period                               $1.00         --
 
 Accumulation unit value at end of period                                     $1.00         --
 
 Number of accumulation units outstanding at end of period (000 omitted)          3         --
 
 Ratio of operating expense to average net assets                             1.40%         --
 
 SUBACCOUNT ILA(2) (INVESTING IN SHARES OF GT GLOBAL VARIABLE LATIN AMERICA
 FUND)
 
 Accumulation unit value at beginning of period                               $1.11    $  1.00
 
 Accumulation unit value at end of period                                     $0.64    $  1.11
 
 Number of accumulation units outstanding at end of period (000 omitted)         71         --
 
 Ratio of operating expense to average net assets                             1.40%         --
</TABLE>
 
10
<PAGE>
 
 YEAR ENDED DEC. 31,
 
<TABLE>
<CAPTION>
                                                                              1998      1997
<S>                                                                          <C>       <C>
 SUBACCOUNT IPA(2) (INVESTING IN SHARES OF GT GLOBAL VARIABLE NEW PACIFIC
 FUND)
 
 Accumulation unit value at beginning of period                               $0.97    $  1.00
 
 Accumulation unit value at end of period                                     $0.82    $  0.97
 
 Number of accumulation units outstanding at end of period (000 omitted)         80         --
 
 Ratio of operating expense to average net assets                             1.40%         --
 
 SUBACCOUNT IAG(1) (INVESTING IN SHARES OF IDS LIFE AGGRESSIVE GROWTH FUND)
 
 Accumulation unit value at beginning of period                               $0.92    $  1.00
 
 Accumulation unit value at end of period                                     $0.93    $  0.92
 
 Number of accumulation units outstanding at end of period (000 omitted)        269         --
 
 Ratio of operating expense to average net assets                             1.40%         --
 
 SUBACCOUNT ICR(1) (INVESTING IN SHARES OF IDS LIFE CAPITAL RESOURCE FUND)
 
 Accumulation unit value at beginning of period                               $1.01    $  1.00
 
 Accumulation unit value at end of period                                     $1.24    $  1.01
 
 Number of accumulation units outstanding at end of period (000 omitted)        753         --
 
 Ratio of operating expense to average net assets                             1.40%         --
 
 SUBACCOUNT IGD(3) (INVESTING IN SHARES OF IDS LIFE GROWTH DIMENSION FUND)
 
 Accumulation unit value at beginning of period                               $1.00         --
 
 Accumulation unit value at end of period                                     $1.15         --
 
 Number of accumulation units outstanding at end of period (000 omitted)          4         --
 
 Ratio of operating expense to average net assets                             1.40%         --
 
 SUBACCOUNT IIE(1) (INVESTING IN SHARES OF IDS LIFE INTERNATIONAL EQUITY
 FUND)
 
 Accumulation unit value at beginning of period                               $0.97    $  1.00
 
 Accumulation unit value at end of period                                     $1.11    $  0.97
 
 Number of accumulation units outstanding at end of period (000 omitted)         56         --
 
 Ratio of operating expense to average net assets                             1.40%         --
 
 SUBACCOUNT IMG(1) (INVESTING IN SHARES OF IDS LIFE MANAGED FUND, INC.)
 
 Accumulation unit value at beginning of period                               $0.97    $  1.00
 
 Accumulation unit value at end of period                                     $1.07    $  0.97
 
 Number of accumulation units outstanding at end of period (000 omitted)      1,650         --
 
 Ratio of operating expense to average net assets                             1.40%         --
</TABLE>
 
                                                                              11
<PAGE>
                 CONDENSED FINANCIAL INFORMATION (UNAUDITED)
 
 YEAR ENDED DEC. 31,
 
<TABLE>
<CAPTION>
                                                                              1998      1997
<S>                                                                          <C>       <C>
 SUBACCOUNT IMS(1) (INVESTING IN SHARES OF IDS LIFE MONEYSHARE FUND, INC.)
 
 Accumulation unit value at beginning                                         $1.00    $  1.00
 
 Accumulation unit value at end of period                                     $1.01    $  1.00
 
 Number of accumulation units outstanding at end of period (000 omitted)         13         --
 
 Ratio of operating expense to average net assets                             1.40%         --
 
 Simple yield(4)                                                              3.29%         --
 
 Compound yield(4)                                                            3.34%         --
 
 SUBACCOUNT ISI(1) (INVESTING IN SHARES OF IDS LIFE SPECIAL INCOME FUND)
 
 Accumulation unit value at beginning of period                               $0.97    $  1.00
 
 Accumulation unit value at end of period                                     $0.97    $  0.97
 
 Number of accumulation units outstanding at end of period (000 omitted)        566         --
 
 Ratio of operating expense to average net assets                             1.40%         --
 
 SUBACCOUNT ISB(3) (INVESTING IN SHARES OF JANUS ASPEN SERIES BALANCED
 PORTFOLIO)
 
 Accumulation unit value at beginning of period                               $1.00         --
 
 Accumulation unit value at end of period                                     $1.15         --
 
 Number of accumulation units outstanding at end of period (000 omitted)         37         --
 
 Ratio of operating expense to average net assets                             1.40%         --
 
 SUBACCOUNT IWG(3) (INVESTING IN SHARES OF JANUS ASPEN SERIES WORLDWIDE
 GROWTH PORTFOLIO)
 
 Accumulation unit value at beginning of period                               $1.00         --
 
 Accumulation unit value at end of period                                     $1.12         --
 
 Number of accumulation units outstanding at end of period (000 omitted)         11         --
 
 Ratio of operating expense to average net assets                             1.40%         --
 
 SUBACCOUNT IEQ(3) (INVESTING IN SHARES OF OCC ACCUMULATION TRUST EQUITY
 PORTFOLIO)
 
 Accumulation unit value at beginning of period                               $1.00         --
 
 Accumulation unit value at end of period                                     $1.03         --
 
 Number of accumulation units outstanding at end of period (000 omitted)          3         --
 
 Ratio of operating expense to average net assets                             1.40%         --
</TABLE>
 
12
<PAGE>
 
 YEAR ENDED DEC. 31,
 
<TABLE>
<CAPTION>
                                                                              1998      1997
<S>                                                                          <C>       <C>
 SUBACCOUNT IMD(2) (INVESTING IN SHARES OF OCC ACCUMULATION TRUST MANAGED
 PORTFOLIO)
 
 Accumulation unit value at beginning of period                               $1.03    $  1.00
 
 Accumulation unit value at end of period                                     $1.09    $  1.03
 
 Number of accumulation units outstanding at end of period (000 omitted)      1,274         --
 
 Ratio of operating expense to average net assets                             1.40%         --
 
 SUBACCOUNT ISC(3) (INVESTING IN SHARES OF OCC ACCUMULATION TRUST SMALL CAP
 PORTFOLIO)
 
 Accumulation unit value at beginning of period                               $1.00         --
 
 Accumulation unit value at end of period                                     $1.02         --
 
 Number of accumulation units outstanding at end of period (000 omitted)          8         --
 
 Ratio of operating expenses to average net assets                            1.40%         --
 
 SUBACCOUNT IUS(1) (INVESTING IN SHARES OF OCC ACCUMULATION TRUST U.S. GOVERNMENT INCOME
 PORTFOLIO)
 
 Accumulation unit value at beginning of period                               $1.01    $  1.00
 
 Accumulation unit value at end of period                                     $1.08    $  1.01
 
 Number of accumulation units outstanding at end of period (000 omitted)      1,042         --
 
 Ratio of operating expense to average net assets                             1.40%         --
 
 SUBACCOUNT IGR(3) (INVESTING IN SHARES OF OPPENHEIMER CAPITAL APPRECIATION
 FUND/VA)
 
 Accumulation unit value at beginning of period                               $1.00         --
 
 Accumulation unit value at end of period                                     $1.14         --
 
 Number of accumulation units outstanding at end of period (000 omitted)         12         --
 
 Ratio of operating expense to average net assets                             1.40%         --
 
 SUBACCOUNT IHI(3) (INVESTING IN SHARES OF OPPENHEIMER HIGH INCOME FUND/VA)
 
 Accumulation unit value at beginning of period                               $1.00         --
 
 Accumulation unit value at end of period                                     $1.04         --
 
 Number of accumulation units outstanding at end of period (000 omitted)          6         --
 
 Ratio of operating expense to average net assets                             1.40%         --
 
 SUBACCOUNT IDI(2) (INVESTING IN SHARES OF PUTNAM VT DIVERSIFIED INCOME
 FUND--CLASS IA SHARES)
 
 Accumulation unit value at beginning of period                               $1.01    $  1.00
 
 Accumulation unit value at end of period                                     $0.99    $  1.01
 
 Number of accumulation units outstanding at end of period (000 omitted)        662         --
 
 Ratio of operating expense to average net assets                             1.40%         --
</TABLE>
 
                                                                              13
<PAGE>
                 CONDENSED FINANCIAL INFORMATION (UNAUDITED)
 
 YEAR ENDED DEC. 31,
 
<TABLE>
<CAPTION>
                                                                              1998      1997
<S>                                                                          <C>       <C>
 SUBACCOUNT IPD(3) (INVESTING IN SHARES OF PUTNAM VT DIVERSIFIED INCOME
 FUND--CLASS IB SHARES)
 
 Accumulation unit value at beginning of period                               $1.00         --
 
 Accumulation unit value at end of period                                     $1.02         --
 
 Number of accumulation units outstanding at end of period (000 omitted)         14         --
 
 Ratio of operating expense to average net assets                             1.40%         --
 
 SUBACCOUNT IGI(2) (INVESTING IN SHARES OF PUTNAM VT GROWTH AND INCOME
 FUND--CLASS IA SHARES)
 
 Accumulation unit value at beginning of period                               $1.07    $  1.00
 
 Accumulation unit value at end of period                                     $1.21    $  1.07
 
 Number of accumulation units outstanding at end of period (000 omitted)      1,538         --
 
 Ratio of operating expense to average net assets                             1.40%         --
 
 SUBACCOUNT IPG(3) (INVESTING IN SHARES OF PUTNAM VT GROWTH AND INCOME
 FUND--CLASS IB SHARES)
 
 Accumulation unit value at beginning of period                               $1.00         --
 
 Accumulation unit value at end of period                                     $1.06         --
 
 Number of accumulation units outstanding at end of period (000 omitted)         17         --
 
 Ratio of operating expense to average net assets                             1.40%         --
 
 SUBACCOUNT IHY(2) (INVESTING IN SHARES OF PUTNAM VT HIGH YIELD FUND--CLASS
 IA SHARES)
 
 Accumulation unit value at beginning of period                               $1.02    $  1.00
 
 Accumulation unit value at end of period                                     $0.94    $  1.02
 
 Number of accumulation units outstanding at end of period (000 omitted)      1,150         --
 
 Ratio of operating expense to average net assets                             1.40%         --
 
 SUBACCOUNT IPH(3) (INVESTING IN SHARES OF PUTNAM VT HIGH YIELD FUND--CLASS
 IB SHARES)
 
 Accumulation unit value at beginning of period                               $1.00         --
 
 Accumulation unit value at end of period                                     $1.04         --
 
 Number of accumulation units outstanding at end of period (000 omitted)         14         --
 
 Ratio of operating expense to average net assets                             1.40%         --
 
 SUBACCOUNT INO(2) (INVESTING IN SHARES OF PUTNAM VT NEW OPPORTUNITIES
 FUND--CLASS IA SHARES)
 
 Accumulation unit value at beginning of period                               $1.05    $  1.00
 
 Accumulation unit value at end of period                                     $1.29    $  1.05
 
 Number of accumulation units outstanding at end of period (000 omitted)        411         --
 
 Ratio of operating expense to average net assets                             1.40%         --
</TABLE>
 
14
<PAGE>
 
 YEAR ENDED DEC. 31,
 
<TABLE>
<CAPTION>
                                                                              1998      1997
<S>                                                                          <C>       <C>
 SUBACCOUNT IPV(3) (INVESTING IN SHARES OF PUTNAM VT VOYAGER FUND--CLASS IB
 SHARES)
 
 Accumulation unit value at beginning of period                               $1.00         --
 
 Accumulation unit value at end of period                                     $1.17         --
 
 Number of accumulation units outstanding at end of period (000 omitted)         14         --
 
 Ratio of operating expense to average net assets                             1.40%         --
</TABLE>
 
(1)  Operations commenced on Oct. 24, 1997. These Subaccounts had no activity in
     1997.
 
(2)  Operations commenced on Oct. 27, 1997. These Subaccounts had no activity in
     1997.
 
(3)  Operations commenced on Nov. 4, 1998.
 
(4)  Net of annual contract administrative charge and mortality and expense risk
     fee.
 
                                                                              15
<PAGE>
- -------------------------------
                 FINANCIAL STATEMENTS
 
You can find our audited financial statements and the audited financial
statements of the subaccounts in the SAI.
 
  PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------
 
Performance information for the subaccounts may appear from time to time in
advertisements or sales literature. This information reflects the performance of
a hypothetical investment in a particular subaccount during a specified time
period. We show actual performance from the date the subaccounts began investing
in funds. We also show performance from the commencement date of the funds as if
the contract existed at that time. Although we base performance figures on
historical earnings, past performance does not guarantee future results.
 
We include non-recurring charges (such as withdrawal charges) in total return
figures, but not in yield quotations. Excluding non-recurring charges in yield
calculations increases the reported value.
 
Total return figures reflect 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).
 
We also may make optional total return quotations that do not reflect a
withdrawal charge deduction (assuming no withdrawal). Total return quotations
may be shown by means of schedules, charts or graphs.
 
AVERAGE ANNUAL TOTAL RETURN is the average annual compounded rate of return of
the investment over a period of one, five and 10 years (or up to the life of the
variable subaccount if it is less than ten years old).
 
CUMULATIVE TOTAL RETURN is the cumulative change in the value of an investment
over a specified time period. We assume that income earned by the investment is
reinvested. Cumulative total return will be higher than average annual total
return because it is not averaged.
 
ANNUALIZED SIMPLE YIELD (FOR SUBACCOUNTS INVESTING IN MONEY MARKET FUNDS)
"annualizes" the income generated by the investment over a given seven-day
period. That is, we assume the amount of income generated by the investment
during the period will be generated each seven-day period for a year. We show
this as a percentage of the investment.
 
ANNUALIZED COMPOUND YIELD (FOR SUBACCOUNTS INVESTING IN MONEY MARKET FUNDS) is
calculated like simple yield except that we assume the income is reinvested when
we annualize it. Compound yield will be higher than the simple yield because of
the compounding effect of the assumed reinvestment.
 
16
<PAGE>
 
ANNUALIZED YIELD (FOR SUBACCOUNTS INVESTING IN INCOME FUNDS) divides the net
investment income (income less expenses) for each accumulation unit during a
given 30-day period by the value of the unit on the last day of the period. We
then convert the result to an annual percentage.
 
You should consider performance information in light of the investment
objectives, policies, characteristics and quality of the fund in which the
subaccount invests and the market conditions during the specified time period.
Advertised yields and total return figures include charges that reduce
advertised performance. Therefore, you should not compare subaccount performance
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 total return and
yield.)
 
If you would like additional information about actual performance, please
contact us at the address or telephone number on the page 1 of this prospectus.
 
                                                                              17
<PAGE>
- -------------------------------
                 THE VARIABLE ACCOUNT
 
You may allocate payments to any or all the subaccounts of the variable account
that invest in shares of the following funds:
 
<TABLE>
<CAPTION>
                                                                                      AVAILABLE UNDER CONTRACT
                                                                                  ACL PERSONAL
                                                                                   PORTFOLIO          ACL PERSONAL
 SUBACCOUNT                            INVESTING IN:                                PLUS(2)          PORTFOLIO-SM-
<S>             <C>                                                             <C>                 <C>
IGN             AIM V.I. Growth and Income Fund                                       Yes                  No
IIN             AIM V.I. International Equity Fund                                    Yes                  No
IVA             AIM V.I. Value Fund                                                   Yes                  No
IIG             American Century VP Income and Growth                                 Yes                  No
IVL             American Century VP Value                                             Yes                  No
ILA             GT Global Variable Latin America Fund                                  No                 Yes
IPA             GT Global Variable New Pacific Fund                                    No                 Yes
IAG             IDS Life Aggressive Growth Fund                                       Yes                 Yes
ICR             IDS Life Capital Resource Fund                                        Yes                 Yes
IGD             IDS Life Growth Dimensions Fund                                       Yes                  No
IIE             IDS Life International Equity Fund                                    Yes                 Yes
IMG             IDS Life Managed Fund                                                 Yes                 Yes
IMS             IDS Life Moneyshare Fund                                              Yes                 Yes
ISI             IDS Life Special Income Fund                                          Yes                 Yes
ISB             Janus Aspen Series Balanced Portfolio                                 Yes                  No
IWG             Janus Aspen Series Worldwide Growth Portfolio                         Yes                  No
IEQ             OCC Accumulation Trust Equity Portfolio                               Yes                  No
IMD             OCC Accumulation Trust Managed Portfolio                              Yes                 Yes
ISC             OCC Accumulation Trust Small Cap Portfolio                            Yes                  No
IUS             OCC Accumulation Trust U.S. Government Income Portfolio               Yes                 Yes
IGR             Oppenheimer Capital Appreciation Fund/VA                              Yes                  No
IHI             Oppenheimer High Income Fund/VA                                       Yes                  No
IPD             Putnam VT Diversified Income Fund -- Class IB Shares                  Yes                  No
IPG             Putnam VT Growth and Income Fund -- Class IB Shares                   Yes                  No
IPH             Putnam VT High Yield Fund -- Class IB Shares                          Yes                  No
IPV             Putnam VT Voyager Fund -- Class IB Shares                             Yes                  No
IDI             Putnam VT Diversified Income Fund -- Class IA Shares                   No                 Yes
IGI             Putnam VT Growth and Income Fund -- Class IA Shares                    No                 Yes
IHY             Putnam VT High Yield Fund -- Class IA Shares                           No                 Yes
INO             Putnam VT New Opportunities Fund -- Class IA Shares                    No                 Yes
</TABLE>
 
18
<PAGE>
 
The variable account meets the definition of a separate account under federal
securities laws. We credit or charge income, capital gains and capital losses of
each subaccount only to that subaccount. State insurance law prohibits us from
charging a subaccount with liabilities of any other subaccount or of our general
business.
 
The U.S. Treasury and the Internal Revenue Service (IRS) indicated that they may
provide additional guidance on investment control. This concerns how many
variable subaccounts an insurance company may offer and how many exchanges among
subaccounts it may allow before the contract owner would be currently taxed on
income earned within subaccount assets. At this time, we do not know what the
additional guidance will be or when action will be taken. We reserve the right
to modify the contract, as necessary, so that the owner will not be subject to
current taxation as the owner of the subaccount assets.
 
We intend to comply with all federal tax laws so that each 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.
 
The variable account was established under New York law on Oct. 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. All obligations arising under the contracts are general obligations
of American Centurion Life.
 
                                                                              19
<PAGE>
- -------------------------------
                 THE FUNDS
 
AIM V.I. GROWTH AND INCOME FUND
 
Objective: growth of capital with a secondary objective of current income.
Invests at least 65% of its net assets in income-producing securities, including
dividend-paying common stocks and convertible securities.
 
AIM V.I. INTERNATIONAL EQUITY FUND
 
Objective: long-term growth of capital. Invests in a diversified portfolio of
international equity securities whose issuers are considered to have strong
earnings momentum.
 
AIM V.I. VALUE FUND
 
Objective: long-term growth of capital. Invests primarily in equity securities
judged by the funds investment advisor to be undervalued relative to the
investment advisors appraisal of the current or projected earnings of the
companies issuing the securities, or relative to current market value of assets
owned by the companies issuing the securities or relative to the equity markets
generally. Income is a secondary objective.
 
AMERICAN CENTURY VP INCOME AND GROWTH
 
Objective: dividend growth, current income and capital appreciation. Invests
primarily in common stocks.
 
AMERICAN CENTURY VP VALUE
 
Objective: long-term capital growth, with income as a secondary objective.
Invests primarily in securities that management believes to be undervalued at
the time of purchase.
 
GT GLOBAL VARIABLE LATIN AMERICA FUND
 
Objective: capital appreciation. Invests at least 65% of its total assets in the
securities of a broad range of Latin American issuers.
 
GT GLOBAL VARIABLE NEW PACIFIC FUND
 
Objective: long-term growth of capital. Normally invests at least 65% of its
total assets in equity securities of issuers domiciled in Australia, Hong Kong,
India, Indonesia, Malaysia, New Zealand, Pakistan, the Philippines, Singapore,
South Korea, Taiwan and Thailand.
 
IDS LIFE AGGRESSIVE GROWTH FUND
 
Objective: capital appreciation. Invests primarily in common stocks of small-
and medium-size companies.
 
IDS LIFE CAPITAL RESOURCE FUND
 
Objective: capital appreciation. Invests primarily in U.S. common stocks.
 
IDS LIFE GROWTH DIMENSIONS FUND
 
Objective: long-term growth of capital. Invests primarily in common stocks of
U.S. and foreign companies showing potential for significant growth.
 
IDS LIFE INTERNATIONAL EQUITY FUND
 
Objective: capital appreciation. Invests primarily in common stock of foreign
issuers.
 
20
<PAGE>
 
IDS LIFE MANAGED FUND
 
Objective: maximum total investment return through a combination of capital
growth and current income. Invests primarily in stocks, convertible securities,
bonds and money market instruments.
 
IDS LIFE MONEYSHARE FUND
 
Objective: maximum current income consistent with liquidity and conservation of
capital. Invests in money market securities.
 
IDS LIFE SPECIAL INCOME FUND
 
Objective: high level of current income while conserving the value of the
investment for the longest time period. Invests primarily in investment-grade
bonds.
 
JANUS ASPEN SERIES BALANCED PORTFOLIO
 
Objective: long-term growth of capital, balanced by current income. The
Portfolio normally invests 40-60% of its assets in securities selected primarily
for their growth potential and 40-60% of its assets in securities selected
primarily for their income potential.
 
JANUS ASPEN SERIES WORLDWIDE GROWTH PORTFOLIO
 
Objective: long-term growth of capital in a manner consistent with the
preservation of capital. Invests primarily in common stocks of foreign and
domestic issuers.
 
OCC ACCUMULATION TRUST EQUITY PORTFOLIO
 
Objective: long term capital appreciation. Invests in a diversified portfolio of
equity securities selected on the basis of a value-oriented approach to
investing.
 
OCC ACCUMULATION TRUST MANAGED PORTFOLIO
 
Objective: growth of capital over time. Invests primarily in common stocks,
bonds and money market and cash equivalent securities, the percentages of which
will vary based on management's assessment of relative investment values.
 
OCC ACCUMULATION TRUST SMALL CAP PORTFOLIO
 
Objective: capital appreciation. Invests in a diversified portfolio of equity
securities of companies with market capitalizations of under $1 billion.
 
OCC ACCUMULATION TRUST U.S. GOVERNMENT INCOME PORTFOLIO
 
Objective: 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.
 
OPPENHEIMER CAPITAL APPRECIATION FUND/VA
 
Objective: capital appreciation. Invests in securities of well-known,
established companies.
 
OPPENHEIMER HIGH INCOME FUND/VA
 
Objective: high level of current income. Invests in high-yield, fixed-income
securities, including unrated securities or high-risk securities in the lower
rating categories, commonly known as "junk bonds". These securities are subject
to a greater risk of loss of principal and nonpayment of interest than
higher-rated securities.
 
                                                                              21
<PAGE>
                 THE FUNDS
 
PUTNAM VT DIVERSIFIED INCOME FUND - CLASS IA AND IB SHARES
 
Objective: high current income consistent with capital preservation by investing
in the following three sectors of the fixed income securities markets: a U.S.
Government and Investment Grade Sector, a High Yield Sector (which invests
primarily in lower rated, higher risk securities commonly known as "junk
bonds"), and an International Sector. See the special considerations for
investments in high yield securities described in the fund prospectus.
 
PUTNAM VT GROWTH AND INCOME FUND - CLASS IA AND IB SHARES
 
Objective: capital growth and current income by investing primarily in common
stocks that offer potential for capital growth, current income or both.
 
PUTNAM VT HIGH YIELD FUND - CLASS IA AND IB SHARES
 
Objective: high current income and, when consistent with this objective, a
secondary objective of capital growth, by investing primarily in high-yielding,
lower-rated fixed income securities constituting a portfolio which Putnam
Investment Management, Inc. ("Putnam Management") believes does not involve
undue risk to income or principal. See the special considerations for
investments in high yield securities described in the fund prospectus.
 
PUTNAM VT NEW OPPORTUNITIES FUND - CLASS IA SHARES
 
Objective: long-term capital appreciation by investing principally in common
stocks of companies in sectors of the economy that Putnam Management believes
possess above average long-term growth potential.
 
PUTNAM VT VOYAGER FUND - CLASS IB SHARES
 
Objective: capital appreciation by investing primarily in common stocks of
companies that Putnam Management believes have potential for capital
appreciation that is significantly greater than that of market averages.
 
The investment objectives and policies of some of the funds are similar to the
investment objectives and policies of other mutual funds that the investment
advisor or its affiliates manage. Although the objectives and policies may be
similar, each fund will have its own portfolio holdings and its own fees and
expenses. Accordingly, each fund will have its own investment results.
 
All funds are available to serve as the underlying investments for variable
annuities. Some funds also are available to serve as investment options for
variable life insurance policies and qualified plans. It is possible that in the
future, it may be disadvantageous for variable annuity accounts and variable
life insurance accounts and/or qualified plans to invest in the available funds
simultaneously.
 
Although the insurance company and the funds do not currently foresee any such
disadvantages, the boards of directors or trustees of the appropriate funds will
monitor events in order to identify any material conflicts between annuity
owners, policy owners and qualified plans and to determine what action, if any,
should be taken in response to a conflict. If a board were to conclude that it
should establish separate funds for the variable annuity, variable life
insurance and qualified plan accounts, you would not bear any expenses
associated with establishing separate funds. Please refer to the fund
prospectuses for risk disclosure regarding simultaneous investments by variable
annuity, variable life insurance and qualified plan accounts.
 
22
<PAGE>
 
The IRS issued final regulations relating to the diversification requirements
under Section 817(h) of the Internal Revenue Code of 1986, as amended (the
Code). Each fund intends to comply with these requirements.
 
The investment advisors or managers for the funds are as follows:
 
- -AIM Variable Insurance Funds, Inc. -- A I M Advisors, Inc.
 
- -American Century Variable Portfolios, Inc. -- American Century Investment
 Management, Inc.
 
- -GT Global Variable Investment Series -- A I M Advisors, Inc.
 
- -IDS Life Retirement Annuity Mutual Funds -- IDS Life. AEFC is the investment
 advisor for the IDS Life Retirement Annuity Mutual Funds. American Express
 Asset Management International, Inc., a wholly-owned subsidiary of AEFC, is the
 sub-investment advisor for IDS Life International Equity Fund.
 
- -Janus Aspen Series Portfolios -- Janus Capital Corporation.
 
- -OCC Accumulation Trust Portfolios -- OpCap Advisors.
 
- -Oppenheimer Variable Account Funds -- OppenheimerFunds, Inc.
 
- -Putnam Variable Trust -- Putnam Investment Management, Inc.
 
The investment managers and advisors cannot guarantee that the funds will meet
their investment objectives. Please read the funds' prospectuses for facts you
should know before investing. These prospectuses are available by contacting us
at the address or telephone number on page 1 of this prospectus.
 
                                                                              23
<PAGE>
- -------------------------------
                 THE FIXED ACCOUNT
 
You also may allocate purchase payments to the fixed account. We back the
principal and interest guarantees relating to the fixed account. The value of
the fixed account increases as we credit interest to the account. Purchase
payments and transfers to the fixed account become part of our general account,
the company's main portfolio of investments. We credit and compound interest
daily to produce an effective annual interest rate. We will change the interest
rate from time to time at our discretion.
 
Interests in the fixed account are not required to be registered with the SEC.
The SEC staff does not review the disclosures in this prospectus on the fixed
account. Disclosures regarding 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. (See
"Making the Most of Your Contract -- Transfer Policies" for restrictions on
transfers involving the fixed account.)
 
24
<PAGE>
- -------------------------------
                 BUYING YOUR CONTRACT
 
Your agent will help you prepare and submit your application, and send it along
with your initial purchase payment to our office. As the owner, you have all
rights and may receive all benefits under the contract. You can buy a
nonqualified annuity or become an annuitant if you are 85 or younger (age 75 or
younger for qualified annuities).
 
When you apply, you may select:
 
- -the fixed account and/or subaccounts in which you want to invest;
 
- -how you want to make purchase payments;
 
- -the date you want to start receiving annuity payouts (the retirement date); and
 
- -a beneficiary.
 
If your application is complete, we will process it and apply your purchase
payment to the fixed account and subaccounts you selected within two business
days after we receive it at our office. If we accept your application, we will
send you a contract. If we cannot accept your application within five business
days, we will decline it and return your payment. We will credit the additional
purchase payments you make to your accounts on the valuation date we receive
them. We will value the additional payments at the next accumulation unit value
calculated after we receive your payments at our office. You may make additional
purchase payments to nonqualified and qualified annuities until the retirement
date.
 
THE RETIREMENT DATE
 
Annuity payouts are to begin on the retirement date. You can align this date
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 also can
change the date, provided you send us written instructions at least 30 days
before annuity payouts begin.
 
FOR NONQUALIFIED ANNUITIES AND ROTH IRAS, the retirement date must be:
 
- -no earlier than the 60th day after the contract's effective date; and
 
- -no later than the annuitant's 90th birthday.
 
FOR QUALIFIED ANNUITIES EXCEPT ROTH IRAS, to avoid IRS penalty taxes, the
retirement date generally must be:
 
- -on or after the annuitant reaches age 59 1/2; and
 
- -by April 1 of the year following the calendar year when the annuitant reaches
 age 70 1/2.
 
If you take the minimum IRA distribution as required by the Code from another
tax-qualified investment, or in the form of partial withdrawals from this
contract, annuity payouts can start as late as the annuitant's 90th birthday.
 
BENEFICIARY
 
If death benefits become payable before the retirement date (while the contract
is in force and before annuity payouts begin), we will pay your named
beneficiary all or part of the contract value. If there is no named beneficiary,
then you or your estate will be the beneficiary. (See "Benefits in Case of
Death" for more about beneficiaries.)
 
                                                                              25
<PAGE>
                 BUYING YOUR CONTRACT
 
PURCHASE PAYMENTS AMOUNTS
MINIMUM PURCHASE PAYMENTS
 
Initial purchase payment: $2,000 (We reserve the right to decrease the minimum
payment.)
Minimum additional purchase payments: $50
 
MAXIMUM PURCHASE PAYMENTS: $1,000,000 of cumulative payments (We reserve the
right to increase the maximum payment.)
 
HOW TO MAKE PURCHASE PAYMENTS
BY LETTER
 
Send your check along with your name and contract 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 12203
 
26
<PAGE>
- -------------------------------
                 CHARGES
 
CONTRACT ADMINISTRATIVE CHARGE
 
We charge this fee 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 prorate this charge among the subaccounts and the fixed account in the
same proportion your interest in each account bears to your total contract
value. We will waive this charge when your contract value is $50,000 or more on
the current contract anniversary. If you take a full withdrawal from your
contract, we will deduct the $30 annual charge at the time of withdrawal
regardless of contract value. We cannot increase the annual contract
administrative charge and it does not apply after annuity payouts begin or when
we pay death benefits.
 
VARIABLE ACCOUNT ADMINISTRATIVE CHARGE
 
We charge this fee daily to the subaccounts. The unit values of your subaccounts
reflect this fee and it totals 0.15% of their average daily net assets on an
annual basis. 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. We
cannot increase the variable account administrative charge.
 
MORTALITY AND EXPENSE RISK FEE
 
We charge this fee daily to the subaccounts. The unit values of your subaccounts
reflect this fee and it totals 1.25% of their average daily net assets on an
annual basis. This fee covers the mortality and expense risk that we assume.
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 our entire
group of annuitants live. If, as a group, annuitants outlive the life expectancy
we assumed in our actuarial tables, then we must take money from our general
assets to meet our obligations. If, as a group, annuitants do not live as long
as expected, we could profit from the mortality risk fee.
 
Expense risk arises because we cannot increase the contract administrative
charge or variable account administrative charge and these charges may not cover
our expenses. We would have to make up any deficit from our general assets.
 
The subaccounts pay us the mortality and expense risk fee they accrued as
follows:
 
- -first, to the extent possible, the subaccounts pay this fee from any dividends
 distributed from the funds in which they invest;
 
- -then, if necessary, the funds redeem shares to cover any remaining fees
 payable.
 
We may use any profits we realize from the subaccounts' payment to us of the
mortality and expense risk 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.
 
                                                                              27
<PAGE>
                 CHARGES
 
WITHDRAWAL CHARGE
 
If you withdraw part or all of your contract, you may be subject to a withdrawal
charge. We calculate the withdrawal charge by drawing from your total contract
value in the following order:
 
- -First, we withdraw up to 10% of your prior anniversary contract value not yet
 withdrawn this contract year. There is no withdrawal charge on withdrawals
 totaling up to 10% of your prior anniversary contract value each contract year.
 
- -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.
 
- -Next, we withdraw purchase payments received eight or more contract years
 before the withdrawal and not previously withdrawn. There is no withdrawal
 charge on purchase payments received eight or more contract years before
 withdrawal.
 
- -Finally, if necessary, we withdraw purchase payments received in the seven
 contract years before the withdrawal on a "first-in, first-out" (FIFO) basis.
 There is a withdrawal charge on these payments. We determine your withdrawal
 charges by multiplying each of these payments by the applicable withdrawal
 charge percentage, and then totaling the withdrawal charges.
 
The withdrawal charge percentage depends on the number of contract years since
you made the purchase payments.
 
<TABLE>
<CAPTION>
                 CONTRACT YEARS FROM                                      WITHDRAWAL CHARGE
                   PAYMENT RECEIPT                                            PERCENTAGE
<S>                                                     <C>
                          1                                                       7%
                          2                                                       6
                          3                                                       5
                          4                                                       4
                          5                                                       3
                          6                                                       2
                          7                                                       1
                      Thereafter                                                  0
</TABLE>
 
WITHDRAWAL CHARGE CALCULATION EXAMPLE
 
Here is an example of the calculation we make to determine the withdrawal charge
on a contract with this history:
 
- -The contract date is July 1, 1998 with a contract year of July 1 through June
 30 and with an anniversary date of July 1 each year; and
 
- -We received these payments - $10,000 July 1, 1998; $8,000 Dec. 31, 2004; and
 $6,000 Feb. 20, 2006; and
 
- -The owner withdraws the contract for its total withdrawal value of $38,101 on
 Aug. 5, 2008 and had not made any other withdrawals during that contract year;
 and
 
28
<PAGE>
 
- -The prior anniversary July 1, 2008 contract value was $38,488.
 
<TABLE>
<CAPTION>
WITHDRAWAL CHARGE    EXPLANATION
<C>                  <S>
       $  0          $3,848.80 is 10% of the prior anniversary contract
                     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; and
 
          0          $10,000 July 1, 1998 payment was received eight or
                     more contract years before withdrawal and is
                     withdrawn without withdrawal charge; and
 
        240          $8,000 Dec. 31, 2004 payment is in its fifth
                     contract year from receipt, withdrawn with a 3%
                     withdrawal charge; and
 
        240          $6,000 Feb. 20, 2006 payment is in its fourth
                     contract year from receipt, withdrawn with a 4%
                     withdrawal charge.
 
       $480
</TABLE>
 
For a partial withdrawal that is subject to a withdrawal charge, the amount we
actually withdraw from your contract will be the amount you request plus any
applicable withdrawal charge. We apply the withdrawal charge to this total
amount. We pay you the amount you requested. If you make a full withdrawal of
your contract, we also will deduct the $30 contract administrative charge.
 
WAIVER OF WITHDRAWAL CHARGE
 
There are no withdrawal charges for:
 
- -withdrawals during the year totaling up to 10% of your prior contract
 anniversary contract value;
 
- -contract earnings -- if any -- in excess of the annual 10% free withdrawal
 amount;
 
- -required minimum distributions from a qualified annuity (for those amounts
 required to be distributed from the contract described in this prospectus);
 
- -contracts settled using an annuity payout plan; and
 
- -death benefits.
 
POSSIBLE GROUP REDUCTIONS: In some cases, we may incur lower sales and
administrative expenses 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.
 
                                                                              29
<PAGE>
- -------------------------------
                 VALUING YOUR INVESTMENT
 
We value your fixed account and subaccounts as follows:
 
FIXED ACCOUNT: We value the amounts you allocated to the fixed account directly
in dollars. The fixed account value equals:
 
- -the sum of your purchase payments and transfer amounts allocated to the fixed
 account;
 
- -plus interest credited;
 
- -minus the sum of amounts withdrawn (including any applicable withdrawal
 charges) and amounts transferred out; and
 
- -minus any prorated contract administrative charge.
 
SUBACCOUNTS: We convert amounts you allocated to the subaccounts into
accumulation units. Each time you make a purchase payment or transfer amounts
into one of the subaccounts, we credit a certain number of accumulation units to
your contract for that subaccount. Conversely, each time you take a partial
withdrawal, transfer amounts out of a subaccount or we assess a contract
administrative charge, we subtract a certain number of accumulation units from
your contract.
 
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 fund in which the subaccount invests.
 
The dollar value of each accumulation unit can rise or fall daily depending on
the subaccount expenses, performance of the fund and on certain fund expenses.
Here is how we calculate accumulation unit values:
 
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 subaccount equals the last value
times the subaccount's current net investment factor.
 
NET INVESTMENT FACTOR
 
We determine the net investment factor by:
 
- -adding the fund's current net asset value per share plus the per-share amount
 of any accrued income or capital gain dividends to obtain a current adjusted
 net asset value per share; then
 
- -dividing that sum by the previous adjusted net asset value per share; and
 
- -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 fund may fluctuate, the accumulation unit
value may increase or decrease. You bear all the investment risk in a
subaccount.
 
FACTORS THAT AFFECT 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:
 
30
<PAGE>
 
- -additional purchase payments you allocated to the subaccounts;
 
- -transfers into or out of the subaccounts;
 
- -partial withdrawals;
 
- -withdrawal charges; and/or
 
- -prorated portions of contract administrative charge.
 
Accumulation unit values will fluctuate due to:
 
- -changes in funds' net asset value;
 
- -dividends distributed to the subaccounts;
 
- -capital gains or losses of funds;
 
- -fund operating expenses;
 
- -mortality and expense risk fees; and/or
 
- -variable account administrative charges.
 
                                                                              31
<PAGE>
- -------------------------------
                 MAKING THE MOST OF YOUR CONTRACT
 
AUTOMATED DOLLAR-COST AVERAGING
 
Currently, you can use automated transfers to take advantage of dollar-cost
averaging (investing a fixed amount at regular intervals). For example, you
might transfer a set amount monthly from a relatively conservative subaccount to
a more aggressive one, or to several others, or from the fixed account to one or
more subaccounts. There is no charge for dollar-cost averaging.
 
This systematic approach can help you benefit from fluctuations in accumulation
unit values caused by fluctuations in the market values of the funds. Since you
invest the same amount each period, you automatically acquire more units when
the market value falls and fewer units when it rises. The potential effect is to
lower your average cost per unit.
 
                           HOW DOLLAR-COST AVERAGING WORKS
 
<TABLE>
<CAPTION>
                                         AMOUNT     ACCUMULATION    NUMBER OF UNITS
                                 MONTH  INVESTED     UNIT VALUE        PURCHASED
<S>                              <C>    <C>         <C>             <C>
                                 Jan       $100          $20               5.00
By investing an
equal number of
dollars each month...            Feb        100           18               5.56
you automatically      -->
buy more units                   Mar        100           17               5.88
when the per unit                Apr        100           15               6.67
market price is low...           May        100           16               6.25
 
                                 Jun        100           18               5.56
 
                                 Jul        100           17               5.88
and fewer units        -->
when the per unit                Aug        100           19               5.26
market price is high.            Sept       100           21               4.76
                                 Oct        100           20               5.00
</TABLE>
 
You paid an average price of only $17.91 per unit over the 10 months, while the
average market price actually was $18.10.
 
Dollar-cost averaging does not guarantee that any subaccount will gain in value
nor will it protect against a decline in value if market prices fall. Because
dollar-cost averaging involves continuous investing, your success with this
strategy will depend upon your willingness to continue to invest regularly
through periods of low price levels. Dollar-cost averaging can be an effective
way to help meet your long-term goals. For specific features contact your agent.
Some restrictions may apply.
 
32
<PAGE>
 
TRANSFERRING MONEY BETWEEN ACCOUNTS
 
You may transfer money from any one subaccount, or the fixed account, to another
subaccount before annuity payouts begin. (Certain restrictions apply to
transfers involving the fixed account.) We will process your transfer on the
valuation date we receive your request. We will value your transfer at the next
accumulation unit value calculated after we receive your request. There is no
charge for transfers. Before making a transfer, you should consider the risks
involved in switching investments.
 
We may suspend or modify transfer privileges at any time as follows:
 
- -limit the number of transfers to 12 per contract year,
 
- -require up to 10 valuation dates between each transfer,
 
- -limit the maximum transfer amount on any valuation date to $2,000,000, or
 
- -upon 30 days written notice, only accept transfer instructions from you and not
 from your representative, agent or any person acting under a power of attorney
 from you.
 
We may make these transfer privilege modifications on a uniform basis for all
contractholders in a class if we determine, in our sole discretion, that the
exercise of transfer rights by one or more contract owners is, or would be, to
the disadvantage of other contract owners. (For information on transfers after
annuity payouts begin, see "Transfer policies.")
 
TRANSFER POLICIES
 
- -You may transfer contract values between the subaccounts or from the
 subaccounts to the fixed account at any time. However, if you made a transfer
 from the fixed account to the subaccounts, you may not make a transfer from any
 subaccount back to the fixed account for six months following that transfer.
 
- -You may transfer contract values from the fixed account to the subaccounts on
 or within 30 days before or after the contract anniversary (except for
 automated transfers, which can be set up for certain transfer periods subject
 to certain minimums).
 
- -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 subaccounts will
 be effective on the valuation date we receive it.
 
- -We will not accept requests for transfers from the fixed account at any other
 time.
 
- -Once annuity payouts begin, you may not make transfers to or from the fixed
 account, but you may make transfers once per contract year among the
 subaccounts.
 
                                                                              33
<PAGE>
                MAKING THE MOST OF YOUR CONTRACT
 
             HOW TO REQUEST A TRANSFER OR WITHDRAWAL
 
<TABLE>
<S>               <C>
- ---------------------------------------------------------------------------------------------
 
                  Send your name, contract number, Social Security number or Taxpayer
1                 Identification Number and signed request for a transfer or withdrawal to:
BY LETTER
 
                                            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 12203
 
                  MINIMUM AMOUNT
                  Transfers or withdrawals: $500 or entire subaccount or fixed account balance
 
                  MAXIMUM AMOUNT
                  Transfers or withdrawals: Contract value or the entire variable subaccount or
                  fixed account balance
- -------------------------------------------------------------------------------------------------
 
                  Your sales representative can help you set up automated transfers among your
2                 subaccounts or fixed account or partial withdrawals from the accounts.
BY AUTOMATED      You can start or stop this service by written request or other method
TRANSFERS AND     acceptable to us. You must allow 30 days for us to change any instructions that
AUTOMATED         are currently in place.
PARTIAL
WITHDRAWALS
 
                  -Automated transfers may not exceed an amount that, if continued, would deplete
                  the fixed account or subaccounts from which you are transferring within 12
                   months.
 
                  -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.
 
                  -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, semiannually
                  or annually
 
                  MAXIMUM AMOUNT
                  Automated transfers or withdrawals: Contract value (except for automated
                  transfers from the fixed account)
</TABLE>
 
34
<PAGE>
 
<TABLE>
<S>               <C>
- -------------------------------------------------------------------------------------------------
 
                  Call between 8 a.m. and 4:30 p.m. Eastern time:
3                 1-800-504-0469
BY PHONE
 
                  MINIMUM AMOUNT
                  For transfers or withdrawals: $500 or entire subaccount or fixed account
                  balance
 
                  MAXIMUM AMOUNT
                  For transfers:           Contract value or the entire subaccount or fixed
                                           account balance
                  For withdrawals:        $25,000
 
                  We answer telephone requests promptly, but you may experience delays when the
                  call volume is unusually high. If you are unable to get through, use the mail
                  procedure as an alternative.
 
                  We will honor any telephone transfer or withdrawal requests that we believe are
                  authentic and we will use reasonable procedures to confirm that they are. This
                  includes asking identifying questions and tape recording calls. We will not
                  allow a telephone surrender within 30 days of an address change. As long as we
                  follow the procedures, we (and our affiliates) will not be liable for any loss
                  resulting from fraudulent requests.
 
                  Telephone transfers and withdrawals are automatically available. You may
                  request that telephone transfers and withdrawals NOT be authorized from your
                  account by writing to us.
</TABLE>
 
                                                                              35
<PAGE>
- -------------------------------
                 WITHDRAWALS
 
You may withdraw all or part of your contract value at any time before annuity
payouts begin by sending us a written request or calling us. We will process
your withdrawal request on the valuation date we receive it. For total
withdrawals, we will compute the value of the contract at the next accumulation
unit value calculated after we receive your request. We may ask you to return
the contract. You may have to pay withdrawal charges (see "Charges") and IRS
taxes and penalties (see "Taxes"). You cannot make withdrawals after annuity
payouts begin.
 
WITHDRAWAL POLICIES
 
If you have a balance in more than one account and you request a partial
withdrawal, we will withdraw money from all your subaccounts and/or the fixed
account in the same proportion as your value in each correlates to your total
contract value, unless you request otherwise.
 
RECEIVING PAYMENT
 
By regular or express mail:
 
- -payable to you.
 
- -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.
 
NOTE: We will charge you a fee if you request express mail delivery.
 
36
<PAGE>
- -------------------------------
                 CHANGING OWNERSHIP
 
You may change ownership of your nonqualified annuity at any time by completing
a change of ownership form we approve and sending it to our office. The change
will become binding upon us when we receive and record it. We will honor any
change of ownership request that we believe is authentic and we will use
reasonable procedures to confirm authenticity. If we follow these procedures, we
will not take any responsibility for the validity of the change.
 
If you have a nonqualified annuity, you may incur income tax liability 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 except as required or
permitted by the Code.
 
                                                                              37
<PAGE>
- -------------------------------
                 BENEFITS IN CASE OF DEATH
 
             THE ACL PERSONAL PORTFOLIO PLUS(2) CONTRACT INCLUDES THE DEATH
             BENEFIT DESCRIBED BELOW.
 
If you or the annuitant die before annuity payouts begin while this contract is
in force, we will pay the beneficiary as follows:
 
If either you or the annuitant are age 81 or older on the date of death, we will
pay the beneficiary the contract value. If both you and the annuitant are age 80
or younger on the date of death, we will pay the beneficiary the greatest of:
 
- -the contract value;
 
- -the total purchase payments less any "death benefit adjustment"; or
 
- -the highest contract value on any prior contract anniversary, plus any purchase
 payments and less any "death benefit adjustment" since the contract
 anniversary.
 
If a contract has more than one person as owner, we will pay benefits upon the
first to die of any owner or the annuitant.
 
We calculate the "death benefit adjustment" for any and each partial withdrawals
by multiplying (a) times (b) where:
 
  (a) = the ratio of the partial withdrawal to the contract value on the date of
        (but prior to) the partial withdrawal; and
 
  (b) = the death benefit on the date of (but prior to) the partial withdrawal.
 
The result is subtracted from the death benefit that would have been paid had
there not been a partial withdrawal.
 
EXAMPLE:
 
- -You purchase a contract for $20,000 on January 1, 1999.
 
- -On January 1, 2000 (the first contract anniversary) the contract value reaches
 $24,000.
 
- -On March 1, 2000 the contract value falls to $22,000. You then take a $1,500
 partial withdrawal, leaving a contract value of $20,500.
 
We calculate the death benefit on March 1, 2000 as follows:
 
<TABLE>
<S>                                                                <C>
The highest contract value on any prior contract anniversary:      $24,000.00
plus any purchase payments since that anniversary:                      +0.00
less any "death benefit adjustment" taken since that anniversary:
  $1,500 X $24,000 =                                               - 1,636.36
  $22,000
                                                                   ----------
resulting in a benefit of:                                         $22,363.64
</TABLE>
 
THE ACL PERSONAL PORTFOLIO-SM- CONTRACT INCLUDES THE DEATH BENEFIT DESCRIBED
BELOW.
 
If you or the annuitant die before annuity payouts begin while this contract is
in force, we will pay the beneficiary as follows:
 
For contracts where both you and the annuitant were 75 or younger on the date we
issued the contract and you made withdrawals subject to withdrawal charges, we
will pay the beneficiary the contract value.
 
For annuities where either you or the annuitant were 76 or older on the date we
issue the contract, we will pay the beneficiary the contract value.
 
38
<PAGE>
 
If both you and the annuitant were age 75 or younger on the date the contract
was issued and if all withdrawals from this contract have been without
withdrawal charges, we will pay the beneficiary the greatest of:
 
- -the contract value;
 
- -the total purchase payments less any amounts withdrawn; or
 
- -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
 
- -subtracting any amounts withdrawn since that most recent fifth contract
 anniversary.
 
EXAMPLE:
 
- -You purchase contract for $20,000 on January 1, 1999.
 
- -On June 1, 2004 the contract value reaches $33,000.
 
- -On June 1, 2004 you take a $1,500 partial withdrawal, leaving a contract value
 of $31,500.
 
- -On July 15, 2004 you make an additional payment of $1,000.
 
- -On March 1, 2005 the contract value falls to $31,000.
 
We calculate the death benefit on March 1, 2005 as follows:
 
<TABLE>
<S>                                                                  <C>
  The closest fifth anniversary contract value:                      $33,000.00
  plus any purchase payments since that anniversary                  + 1,000.00
  less any partial withdrawals taken since that anniversary:         - 1,500.00
                                                                     ----------
resulting in a death benefit of:                                     $32,500.00
</TABLE>
 
IF YOUR SPOUSE IS SOLE BENEFICIARY under a nonqualified annuity and you die
before the retirement date, your spouse may keep the contract 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 the Code requires
distributions to begin, and the spouse is the only beneficiary, the spouse may
keep the annuity as owner until the date on which the annuitant would have
reached 70 1/2 or any 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: Under a nonqualified annuity we will pay the beneficiary in a single
sum unless you give us other written instructions. We must fully distribute the
death benefit within five years of your death. However, the beneficiary may
receive payouts under any annuity payout plan available under this contract if:
 
- -the beneficiary asks us in writing within 60 days after we receive proof of
 death; and
 
- -payouts begin no later than one year after your death, or other date as
 permitted by the Code; and
 
- -the payout period does not extend beyond the beneficiary's life or life
 expectancy.
 
When paying the beneficiary, we will process the death claim on the valuation
date that our death claim requirements are fulfilled. We would determine the
contract's value at the next accumulation unit value calculated after our death
claim requirements are fulfilled. We will pay interest, if any, 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.
Other rules may apply to qualified annuities (See "Taxes").
 
                                                                              39
<PAGE>
- -------------------------------
                 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 may mutually agree on other payout
arrangements.
 
The amount available to purchase payouts under the plan you select is the
contract value on your retirement date. We do not deduct any withdrawal charges
under the payout plans listed below.
 
You also decide whether we will make annuity payouts on a fixed or variable
basis, or a combination of fixed and variable. The amounts available to purchase
payouts under the plan you select is the contract value on your retirement date.
You may reallocate this contract value to the fixed account to provide fixed
dollar payouts and/or among the subaccounts to provide variable annuity payouts.
Amounts of fixed and variable payouts depend on:
 
- -the annuity payout plan you select;
 
- -the annuitant's age and, in most cases, sex;
 
- -the annuity table in the contract; and
 
- -the amounts you allocated to the accounts at settlement.
 
In addition, for variable payouts only, amounts depend on the investment
performance of the subaccounts you select. These payouts will vary from month to
month because the performance of the funds will fluctuate. (In the case of fixed
annuities, payouts remain the same from month to month.)
 
For information with respect to transfers between accounts after annuity payouts
begin, see "Making the Most of Your Contract -- Transfer Policies."
 
ANNUITY TABLE
 
The annuity table in your contract 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.
 
SUBSTITUTION OF 3.5% TABLE
 
If you ask us at least 30 days before the retirement date, we will substitute an
annuity table based on an assumed 3.5% investment rate for the 5% table in the
contract. The assumed investment rate affects both the amount of the first
payout and the extent to which subsequent payouts increase or decrease. Using
the 5% table results in a higher initial payment, but later payouts will
increase more slowly when annuity unit values rise and decrease more rapidly
when they decline.
 
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 used to purchase the
payout plan:
 
- -PLAN A -- LIFE ANNUITY -- NO REFUND: We make monthly payouts until the
 annuitant's death. Payouts end with the last payout before the annuitant's
 death. We will not make any further payouts. This means that if the annuitant
 dies after we have made only one monthly payout, we will not make any more
 payouts.
 
- -PLAN B -- LIFE ANNUITY WITH FIVE, 10 OR 15 YEARS CERTAIN: We make monthly
 payouts for a guaranteed payout period of five, 10 or 15 years that you elect.
 This election will determine the
 
40
<PAGE>
 
 length of the payout period to the beneficiary if the annuitant should die
 before the elected period expires. We calculate the guaranteed payout period
 from the retirement date. If the annuitant outlives the elected guaranteed
 payout period, we will continue to make payouts until the annuitant's death.
 
- -PLAN C -- LIFE ANNUITY -- INSTALLMENT REFUND: We make monthly payouts until the
 annuitant's death, with our guarantee that payouts will continue for some
 period of time. We will make payouts 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.
 
- -PLAN D -- JOINT AND LAST SURVIVOR LIFE ANNUITY -- NO REFUND: We make monthly
 payouts while both the annuitant and a joint annuitant are living. If either
 annuitant dies, we will continue to make monthly payouts at the full amount
 until the death of the surviving annuitant. Payouts end with the death of the
 second annuitant.
 
- -PLAN E -- PAYOUTS FOR A SPECIFIED PERIOD (AVAILABLE AS A FIXED PAYOUT ONLY): We
 make monthly payouts for a specific payout period of 10 to 30 years that you
 elect. We will make payouts only for the number of years specified whether the
 annuitant is living or not. Depending on the selected time period, 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.")
 
RESTRICTIONS FOR SOME QUALIFIED PLANS: If you purchased a qualified annuity, you
may be required to select a payout plan that provides for payouts:
 
- -over the life of the annuitant;
 
- -over the joint lives of the annuitant and a designated beneficiary;
 
- -for a period not exceeding the life expectancy of the annuitant; or
 
- -for a period not exceeding the joint life expectancies of the annuitant and a
 designated beneficiary.
 
You have the responsibility for electing a payout plan that complies with your
contract and with applicable law.
 
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.
Contract values that you allocated to the fixed account will provide fixed
dollar payouts and contract values that you allocated among the subaccounts will
provide variable annuity payouts.
 
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 die after annuity payouts begin, we will pay any amount
payable to the beneficiary as provided in the annuity payout plan in effect.
 
                                                                              41
<PAGE>
- -------------------------------
                 TAXES
 
Generally, under current law, any increase in your contract value is taxable to
you only when you receive a payout or withdrawal (see detailed discussion
below.) Any portion of the annuity payouts and any withdrawals you request that
represent ordinary income are normally taxable. We will send you a tax
information reporting form for any year in which we made a taxable distribution
according to our records. Roth IRAs may grow tax-free if you meet certain
distribution requirements.
 
QUALIFIED ANNUITIES: We designed this contract for use with qualified retirement
plans. Special rules apply to these retirement plans. Your rights to benefits
may be subject to the terms and conditions of these retirement plans regardless
of the terms of the contract.
 
Adverse tax consequences may result if you do not ensure that contributions,
distributions and other transactions under the contract comply with the law.
Qualified annuities have minimum distribution rules that govern the timing and
amount of distributions during your life (except for Roth IRA's) and after your
death. You should refer to your retirement plan or adoption agreement, or
consult a tax advisor for more information about these distribution rules.
 
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 you receive after your investment in the contract is fully recovered
will be subject to tax.
 
Tax law requires that all nonqualified deferred annuity contracts issued by the
same company (and possibly its affiliates) to the same owner during a calendar
year be taxed as a single, unified contract when you take distributions from any
one of those contracts.
 
ANNUITY PAYOUTS UNDER QUALIFIED ANNUITIES (EXCEPT ROTH IRAS): Under a qualified
annuity, the entire payout generally is includable as ordinary income and is
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 deductible or
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 you make
before reaching age 59 1/2 unless certain exceptions apply. For qualified
annuities, other penalties may apply if you make withdrawals from your contract
before your plan specifies that you can receive payouts.
 
DEATH BENEFITS TO BENEFICIARIES: The death benefit under a contract (except a
Roth IRA) is not tax exempt. Any amount your beneficiary receives that
represents previously deferred earnings within the contract is taxable as
ordinary income to the beneficiary in the years he or she receives the payments.
The death benefit under a Roth IRA generally is not taxable as ordinary income
to the beneficiary if certain distribution requirements are met.
 
ANNUITIES OWNED BY CORPORATIONS, PARTNERSHIPS OR TRUSTS: For nonqualified
annuities 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 remain 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:
 
- -because of your death;
 
42
<PAGE>
 
- -because you become disabled (as defined in the Code);
 
- -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
 
- -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 contract before your plan specifies that payouts can be
made.
 
WITHHOLDING, GENERALLY: If you receive all or part of the contract value, we may
deduct withholding against the taxable income portion of the payment. Any
withholding represents a prepayment of your tax due for the year. You take
credit for these amounts on your annual tax return.
 
If the payment is part of an annuity payout plan, we generally compute the
amount of withholding using payroll tables. You may 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) we compute withholding using 10% of the taxable portion. Similar to
above, as long as you have provided us with a valid Social Security Number or
Taxpayer Identification Number, you can elect not to have this withholding
occur.
 
Some states also may impose withholding requirements similar to the federal
withholding described above. If this should be the case, we may deduct state
withholding from any payment from which we deduct federal withholding. The
withholding requirements may differ if we are making payment to a non-U.S.
citizen or if we deliver the payment outside the United States.
 
TRANSFER OF OWNERSHIP OF A NONQUALIFIED ANNUITY: If you transfer a nonqualified
annuity without receiving adequate consideration, the transfer is a gift and
also may be a withdrawal for federal income tax purposes. If the gift is a
currently taxable event for income tax purposes, the original owner will be
taxed on the amount of deferred earnings at the time of the transfer and also
may be subject to the 10% IRS penalty discussed earlier. In this case, the new
owner's investment in the contract will be the value of the contract 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.
 
IMPORTANT: Our discussion of federal tax laws is based upon our understanding of
current interpretations of these laws. 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 QUALIFICATION: We intend that the contract 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, in spite of 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.
 
                                                                              43
<PAGE>
- -------------------------------
                 VOTING RIGHTS
 
As a contract owner with investments in the subaccounts, you may vote on
important 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 subaccount to the total number of
votes allowed to the subaccount.
 
After annuity payouts begin, the number of votes you have is equal to:
 
- -the reserve held in each subaccount for your contract; divided by
 
- -the net asset value of one share of the applicable 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 subaccount. We will send notice of
shareholders' meetings, proxy materials and a statement of the number of votes
to which the voter is entitled. We will vote shares for which we have not
received instructions in the same proportion as the votes for which we received
instructions. We also will vote the shares for which we have voting rights in
the same proportion as the votes for which we received instructions.
 
44
<PAGE>
- -------------------------------
                 SUBSTITUTION OF INVESTMENTS
 
We may substitute the funds in which the subaccounts invest if:
 
- -laws or regulations change,
 
- -existing funds become unavailable, or
 
- -in our judgment, the funds no longer are suitable for the subaccounts.
 
If any of these situations occur and if we believe it is in the best interest of
persons having voting rights under the contract, we have the right to substitute
funds other than those currently listed in this prospectus.
 
We may also:
 
- -change the funds in which the subaccounts invest, and
 
- -add additional subaccounts investing in other funds.
 
In the event of substitution of any of these changes, we may amend the contract
and take whatever action is necessary and appropriate without your consent or
approval. However, we will not make any substitution or change without the
necessary approval of the SEC and state insurance departments. We will notify
you of any substitution or change.
 
                                                                              45
<PAGE>
- -------------------------------
                 ABOUT THE SERVICE PROVIDERS
 
PRINCIPAL UNDERWRITER
 
American Express Financial Advisors Inc. (AEFA) is the principal underwriter for
the contracts. Its offices are located at IDS Tower 10, Minneapolis, MN
55440-0010. AEFA is a wholly-owned subsidiary of AEFC. The contracts are
distributed either directly or through third party marketers by insurance
agencies and broker-dealers who may also be associated with financial
institutions such as banks. ACL will pay commission for the sales of contracts
to the insurance agencies who have entered into distribution agreements with ACL
and AEFA. These commissions will not be more than 7.5% of purchase payments it
receives on the contracts. From time to time, we will pay or permit other
promotional incentives, in cash or credit or other compensation.
 
The AEFC family of companies offers not only insurance and annuities, but also
mutual funds, investment certificates and a broad range of financial management
services.
 
ISSUER
 
American Centurion Life issues the contracts. American Centurion Life is a
wholly-owned subsidiary of IDS Life, which is a wholly-owned subsidiary of AEFC.
AEFC is a wholly-owned subsidiary of American Express Company, a financial
services company headquartered in New York City.
 
American Centurion Life is a stock life insurance company organized in 1969
under the laws of the State of New York and is located at 20 Madison Avenue
Extension, P.O. Box 5555, Albany, NY 12205-0555. American Centurion Life
conducts a conventional life insurance business in New York.
 
LEGAL PROCEEDINGS
 
A number of lawsuits have been filed against life and health insurers in
jurisdictions in which we do business involving insurers' sales practices,
alleged agent misconduct, failure to properly supervise agents, and other
matters. We, like other life and health insurers, from time to time are involved
in such litigation. On October 13, 1998, an action entitled Richard W. And
Elizabeth J. Thoresen vs. American Express Financial Corporation, American
Centurion Life Assurance Company, American Enterprise Life Insurance Company,
American Partners Life Insurance Company, IDS Life Insurance Company and IDS
Life Insurance Company of New York was commenced in Minnesota state court. The
action was brought by individuals who purchased an annuity in a qualified plan.
They allege that the sale of annuities in tax-deferred contributory retirement
investment plans (E.G., IRAs) is never appropriate. The plaintiffs purport to
represent a class consisting of all persons who made similar purchases. The
plaintiffs seek damages in an unspecified amount. We also are defendants in
various other lawsuits. In our opinion, none of these lawsuits will have a
material adverse effect on our financial condition.
 
46
<PAGE>
- -------------------------------
                 YEAR 2000
 
The Year 2000 issue is the result of computer programs having been written using
two digits rather than four to define a year. Any programs that have
time-sensitive software may recognize a date using "00" as the year 1900 rather
than 2000. This could result in the failure of major systems or miscalculations,
which could have a material impact on the operations of ACL and the variable
account. ACL and the variable account have no computer systems of their own but
are dependent upon the systems of AEFC and certain other third parties.
 
A comprehensive review of AEFC's computer systems and business processes has
been conducted to identify the major systems that could be affected by the Year
2000 issue. Steps are being taken to resolve any potential problems including
modification to existing software and the purchase of new software. These
measures are scheduled to be completed and tested on a timely basis. AEFC's
target date for substantially completing corrective measures on business
critical systems was Dec. 31, 1998. Substantial testing of these systems was
targeted for completion early in 1999. AEFC currently is on track with this
schedule and also is on track to finish the work on non-critical systems by June
30, 1999. The Year 2000 readiness of unaffiliated investment managers and other
third parties whose system failures could have an impact on ACL's and the
variable account's operations continues to be evaluated. The potential
materiality of any such impact is not known at this time.
 
AEFC's Year 2000 project includes establishing Year 2000 contingency plans for
all key business units. Business continuation plans, which address business
continuation in the event of a system disruption, are in place for all key
business units. These plans are being amended to include specific Year 2000
considerations and will continue to be refined throughout 1999 as additional
information related to potential Year 2000 exposure is gathered.
 
                                                                              47
<PAGE>
- -------------------------------
                 TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
 
<TABLE>
<S>                                                                                  <C>
Performance Information...........................................................3
Calculating Annuity Payouts.......................................................7
Rating Agencies...................................................................9
Principal Underwriter.............................................................9
Independent Auditors..............................................................9
Financial Statements
</TABLE>
 
48
<PAGE>
 
Please check the box to receive a copy of the Statement of Additional
Information for:
 
<TABLE>
<S>        <C>
/ /        ACL Personal Portfolio Plus(2)/ACL Personal Portfolio-SM-
/ /        AIM Variable Insurance Funds, Inc.
/ /        American Century Variable Portfolios, Inc.
/ /        GT Global Variable Investment Funds
/ /        IDS Life Retirement Annuity Mutual Funds
/ /        Janus Aspen Series Portfolios
/ /        OCC Accumulation Trust Portfolios
/ /        Oppenheimer Variable Account Funds
/ /        Putnam Variable Trust -- Class IA Shares
/ /        Putnam Variable Trust -- Class IB Shares
</TABLE>
 
MAIL YOUR REQUEST TO:
 
American Centurion Life Assurance Company
20 Madison Avenue Extension
PO Box 5555
Albany, NY 12205-0555
 
WE WILL MAIL YOUR REQUEST TO:
 
Your name ______________________________________________________________________
 
Address ________________________________________________________________________
 
City __________________________________ State ______________ Zip _______________
 
                                                                              49


<PAGE>

                       STATEMENT OF ADDITIONAL INFORMATION

                                       for

                          ACL PERSONAL PORTFOLIO PLUS2

                                       and

                            ACL PERSONAL PORTFOLIOSM

                         ACL VARIABLE ANNUITY ACCOUNT 2

                                 April 30, 1999

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) is not a prospectus. It should be
read together with the prospectus dated the same date as this SAI, which may be
obtained from your agent, or by writing or calling us at the address and
telephone number below. The prospectus is incorporated in this SAI by reference.


American Centurion Life Assurance Company
20 Madison Avenue Extension
P.O. Box 5555
Albany, NY  12205-0555
800-504-0469

<PAGE>

ACL Personal Portfolio Plus 2/ACL Personal PortfolioSM
Sec-spec\life\acl-pp\99stmt.doc                      9

                                         TABLE OF CONTENTS

Performance Information..................................................p.3

Calculating Annuity Payouts..............................................p.7

Rating Agencies..........................................................p.9

Principal Underwriter....................................................p.9

Independent Auditors.....................................................p.9

Financial Statements

<PAGE>

PERFORMANCE INFORMATION
- -------------------------------------------------------------------------------

The variable subaccounts may quote various performance figures to illustrate
past performance. We base total return and current yield quotations (if
applicable) on standardized methods of computing performance as required by the
Securities and Exchange Commission (SEC). An explanation of the methods used to
compute performance follows below.

Average Annual Total Return

We will express quotations of average annual total return for the variable
subaccounts in terms of the average annual 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 variable subaccounts), 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 period, at the end of the
                      period (or fractional portion thereof)

We calculated the following performance figures on the basis of historical
performance of each fund. We show actual performance from the date the
subaccounts began investing in the funds. We also show performance from the
commencement date of the funds as if the contract existed at that time. Past
performance does not guarantee future results.

<PAGE>

<TABLE>
<CAPTION>

Average Annual Total Return With Withdrawal For Periods Ending Dec. 31, 1998
<S>            <C>                                       <C>                              <C>   

                                                               Performance since
                                                              commencement of the                  Performance since
                                                                   subaccount                  commencement of the Fund**

                                                                           Since                                         Since
  Subaccount     -----------------------------------------   1 Year    commencement   ---------  --------  --------  commencement
                 Investing in:                                                         1 Year    5 Years   10 Years
                 -----------------------------------------

                 AIM V.I.
IGN                Growth and Income Fund (11/98; 5/94)*       --%         7.64%        18.80%       --%      --%        20.36%
IIN                International Equity Fund (11/98; 5/93)     --         -2.99          6.77      9.26       --         11.46
IVA                Value Fund (11/98; 5/93)                    --          8.56         23.45     19.62                  19.94
                 -----------------------------------------

                 AMERICAN CENTURY
IIG                VP Income and Growth (11/98; 10/97)         --          2.76         17.70       --        --         23.57
IVL                VP Value (11/98; 5/96)                      --         -7.02         -3.29       --        --         12.89

                 GT GLOBAL
ILA                Variable Latin America Fund (10/97;       -45.95      -36.04        -45.95     -9.42       --         -2.18
                   2/93)
IPA                Variable New Pacific Fund (10/97; 2/93)   -21.04      -22.32        -21.04    -12.34       --         -7.08%

                 IDS LIFE
IAG                Aggressive Growth Fund (10/97; 1/92)       -5.29       -6.21         -5.29      8.56       --          9.09
ICR                Capital Resource Fund (10/97; 10/81)       15.28       14.01         15.28     14.48      14.10        --
IGD                Growth Dimensions Fund (11/98; 4/96)        --          7.97         19.74       --        --         21.07
IIE                International Equity Fund (10/97; 1/92)     7.10        3.92          7.10      5.27       --          7.66
IMG                Managed Fund (10/97; 4/86)                  7.07        6.94          7.07     11.86      12.86        --
IMS                Moneyshare Fund (10/97; 10/81)             -2.99       -1.17         -2.99      2.80       3.74        --
ISI                Special Income Fund (10/97; 10/81)         -6.20       -4.52         -6.20      4.72       7.32        --

                 JANUS ASPEN SERIES
ISB                Balanced Portfolio (11/98; 9/93)            --          8.19         25.31     17.03       --         17.54
IWG                Worldwide Growth Portfolio (11/98;          --          5.07         20.02     19.23       --         22.03
                   9/93)

                 OCC ACCUMULATION TRUST
IEQ                Equity Portfolio (11/98; 8/88)              --         -3.89          3.19     18.21      15.81        --
IMD                Managed Portfolio (10/97; 8/88)            -1.17        4.33         -1.17     17.07      17.58        --
ISC                Small Cap Portfolio (11/98; 8/88)           --         -4.43        -15.98      6.46      11.53        --
IUS                U.S. Government Income Portfolio           -0.23        1.77         -0.23       --        --          5.27
                   (10/97; 1/95)

                 OPPENHEIMER VARIABLE ACCOUNT
IGR                Capital Appreciation Fund/VA (11/98;        --          6.63         15.16     20.01      15.12        --
                   4/85)
IHI                High Income Fund/VA (11/98; 4/86)           --         -2.38         -7.42      6.55      11.04        --

                 PUTNAM VT
IDI                Diversified Income Fund Class IA           -8.95       -6.98         -8.95      3.53       --          3.86
                   (10/97; 9/93)
IGI                Growth and Income Fund Class IA             6.70        8.09          6.70     17.02      14.31        --
                   (10/97; 2/88)
IHY                High Yield Fund Class IA (10/97; 2/88)    -13.07      -10.64        -13.07      5.23       8.26        --
INO                New Opportunities Fund Class IA            15.54       14.49         15.54       --        --         21.05
                   (10/97; 5/94)

                 PUTNAM VT
IPD                Diversified Income Fund Class IB            --         -4.15         -9.16      3.35       --          3.68
                   (11/98; 9/93)
IPG                Growth and Income Fund Class IB             --         -0.89          6.58     16.85      14.14        --
                   (11/98; 2/88)
IPH                High Yield Fund Class IB (11/98; 2/88)      --         -3.07        -13.11      5.08       8.11        --
IPV                Voyager Fund Class IB (11/98; 2/88)         --          9.40         15.35     18.10      18.19        --

* (Commencement date of the subaccount; Commencement date of the Fund) 
** Current applicable charges deducted from fund performance include a $30 
   contract administrative charge, a 1.25% mortality and expense fee, a 0.15%
   variable account administrative charge and applicable withdrawal charges.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Average Annual Total Return Without Withdrawal For Periods Ending Dec. 31, 1998
<S>            <C>                                          <C>                             <C>    

                                                               Performance since
                                                              commencement of the                  Performance since
                                                                   subaccount                  commencement of the Fund**

                                                                           Since                                         Since
  Subaccount     -----------------------------------------   1 Year    commencement   ---------  --------  --------  commencement
                 Investing in:                                                         1 Year    5 Years   10 Years
                 -----------------------------------------

                 AIM V.I.
IGN                Growth and Income Fund (11/98; 5/94)*       --%         14.64%       25.80%       --%      --%        20.68%
IIN                International Equity Fund (11/98; 5/93)     --           3.56        13.77      9.67       --         11.68
IVA                Value Fund (11/98; 5/93)                    --          15.56        30.45     19.91       --         20.09
                 -----------------------------------------

                 AMERICAN CENTURY
IIG                VP Income and Growth (11/98; 10/97)         --           9.74        24.70       --        --         28.50
IVL                VP Value (11/98; 5/96)                      --          -0.78         3.24       --        --         14.40

                 GT GLOBAL
ILA                Variable Latin America Fund (10/97;       -42.63       -32.94       -42.63     -8.95       --         -1.88
                   2/93)
IPA                Variable New Pacific Fund (10/97; 2/93)   -15.85       -18.54       -15.85    -11.86       --         -6.79

                 IDS LIFE                                               
IAG                Aggressive Growth Fund (10/97; 1/92)        1.08        -1.64         1.08      8.99       --          9.17
ICR                Capital Resource Fund (10/97; 10/81)       22.28        18.93        22.28     14.83    14.10          --
IGD                Growth Dimensions Fund (11/98; 4/96)        --          14.97        26.74       --        --         22.42
IIE                International Equity Fund (10/97; 1/92)    14.10         8.92        14.10      5.75       --          7.75
IMG                Managed Fund (10/97; 4/86)                 14.07        11.91        14.07     12.24    12.86          --
IMS                Moneyshare Fund (10/97; 10/81)              3.56         3.59         3.56      3.33     3.74          --
ISI                Special Income Fund (10/97; 10/81)          0.11         0.08         0.11      5.21     7.32          --

                 JANUS ASPEN SERIES
ISB                Balanced Portfolio (11/98; 9/93)            --          15.19        32.31     17.35       --         17.72
IWG                Worldwide Growth Portfolio (11/98;          --          12.07        27.02     19.53       --         22.19
                   9/93)

                 OCC ACCUMULATION TRUST
IEQ                Equity Portfolio (11/98; 8/88)              --           2.59        10.19     18.52    15.81          --
IMD                Managed Portfolio (10/97; 8/88)             5.52         9.36         5.52     17.39    17.58          --
ISC                Small Cap Portfolio (11/98; 8/88)           --           2.01       -10.41      6.92    11.53          --
IUS                U.S. Government Income Portfolio            6.53         6.66         6.53       --        --          6.12
                   (10/97; 1/95)

                 OPPENHEIMER VARIABLE ACCOUNT
IGR                Capital Appreciation Fund/VA (11/98;        --          13.63        22.16     20.30    15.12          --
                   4/85)
IHI                High Income Fund/VA (11/98; 4/86)           --           4.21        -1.20      7.01    11.04          --

                 PUTNAM VT
IDI                Diversified Income Fund Class IA           -2.85        -2.50        -2.85      4.04       --          4.18
                   (10/97; 9/93)
IGI                Growth and Income Fund Class IA            13.70        13.06        13.70     17.33    14.31          --
                   (10/97; 2/88)
IHY                High Yield Fund Class IA (10/97; 2/88)     -7.28        -6.34        -7.28      5.71     8.26          --
INO                New Opportunities Fund Class IA            22.54        19.41        22.54       --        --         21.37
                   (10/97; 5/94)

                 PUTNAM VT
IPD                Diversified Income Fund Class IB            --           2.31        -3.08      3.87       --          4.00
                   (11/98; 9/93)
IPG                Growth and Income Fund Class IB             --           5.82        13.58     17.17    14.14          --
                   (11/98; 2/88)
IPH                High Yield Fund Class IB (11/98; 2/88)      --           3.48        -7.33      5.57     8.11          --
IPV                Voyager Fund Class IB (11/98; 2/88)         --          16.40        22.35     18.40    18.19          --

*  (Commencement date of the subaccount; Commencement date of the Fund) 
** Current applicable charges deducted from fund performance include a $30
   contract administrative charge, a 1.25% mortality and expense fee and a 0.15%
   variable account administrative charge.
</TABLE>

<PAGE>

Cumulative Total Return

Cumulative total return represents the cumulative change in value of an
investment for a given period (reflecting change in a variable subaccount's
accumulation unit value). We compute aggregate total return using the following
formula:

                                              ERV - P
                                                 P

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 period, at the
                           end of the period (or fractional period thereof)

The SEC requires that we assume that you withdraw the entire contract at the end
of the one-, five-, and 10- year periods (or, if less, up to the life of the
variable subaccount). In addition, we may show performance figures without the
deduction of a withdrawal charge. All total return figures reflect the deduction
of all applicable charges including the contract administrative charge, the
variable account administrative charge and the mortality and expense risk fee.

Calculation of Yield for Subaccounts Investing in Money Market Funds

Annualized Simple Yield:

For the subaccounts investing in money market funds, we base quotations of 
simple yield on:
         (a) the change in the value of a hypothetical subaccount (exclusive of
             capital changes and income other than investment income) at the 
             beginning of a particular seven-day period;
         (b) less a pro rata share of the subaccount expenses accrued over the
             period; 
         (c) dividing this difference by the value of the subaccount at the
             beginning of the period to obtain the base period return; and
         (d) multiplying the base period return by 365/7.

The subaccount's value includes:
o  any declared dividends,
o  the value of any shares purchased with dividends paid during the period, and
o  any dividends declared for such shares.

It does not include:
o the effect of any applicable withdrawal charge, or 
o any realized or unrealized gains or losses.

Annualized Compound Yield:

We calculate compound yield using the base period return described above, which
we then compound according to the following formula:

Compound Yield = [(Base Period Return + 1) 365/7] -1
<TABLE>
<CAPTION>

Annualized Yields Based on the Seven-Day Period Ending Dec. 31, 1998
<S>                    <C>                                          <C>                              <C>    

Subaccount               Investing In:                                 Simple Yield                     Compound Yield
IMS                      IDS Life Moneyshare Fund                          3.29%                            3.34%
</TABLE>

<PAGE>

Annualized Yield for Subaccounts Investing in Income Funds

For the subaccounts investing in income funds, we base quotations of yield on
all investment income earned during a particular 30-day period, less expenses
accrued during the period (net investment income) and compute it 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

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

The subaccount earns yield from the increase in the net asset value of shares of
the fund in which it invests and from dividends declared and paid by the fund,
which are automatically invested in shares of the fund.

Annualized Yield Based on the 30-Day Period Ended Dec. 31, 1998

Subaccount               Investing In:                                   Yield
ISI                      IDS Life Special Income Fund                    7.18%

Independent rating or statistical services or publishers or publications such as
those listed below may quote subaccount performance, compare it to rankings,
yields or returns, or use it in variable annuity accumulation or settlement
illustrations they publish or prepare.

         The Bank Rate Monitor National Index, Barron's, Business Week, CDA
         Technologies, Donoghue's Money Market Fund Report, Financial Services
         Week, Financial Times, Financial World, Forbes, Fortune, Global
         Investor, Institutional Investor, Investor's Daily, Kiplinger's
         Personal Finance, Lipper Analytical Services, Money, Morningstar,
         Mutual Fund Forecaster, Newsweek, The New York Times, Personal
         Investor, Stanger Report, Sylvia Porter's Personal Finance, USA Today,
         U.S. News and World Report, The Wall Street Journal and Wiesenberger
         Investment Companies Service.

CALCULATING ANNUITY PAYOUTS

The Variable Account

We do the following calculations 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 contract as of the valuation date that
     falls on (or closest to the valuation date that falls before) the seventh
     calendar day before the retirement date; then
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.

<PAGE>

Annuity Units: We then convert the value of your subaccount to annuity units. To
compute the number of units credited to you, we divide the first monthly payment
by the annuity unit value (see below) on the valuation date that falls on (or
closest to the valuation date that falls before) the seventh calendar day before
the retirement date. The number of units in your subaccount is fixed. The value
of units fluctuates with the performance of the fund.

Subsequent Payouts: To compute later payouts, we multiply:

o    the annuity unit value on the valuation date that falls on (or closest to
     the valuation date that falls before) the seventh calendar day before the
     payout is due; by
o    the fixed number of annuity units credited to you.

Annuity Unit Values: We originally set this value at $1 for each subaccount.
To calculate later values 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
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: We determine the net investment factor by:

o   adding the fund's current net asset value per share plus the per share
    amount of any accrued income or capital gain dividends to obtain a current
    adjusted net asset value per share; then
o   dividing that sum by the previous adjusted 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 fund may fluctuate, the net investment factor
may be greater or less than one, and the annuity unit value may increase or
decrease. You bear this investment risk in a variable subaccount.

The Fixed Account

We guarantee your fixed annuity payout amounts. 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.

The annuity payout table we use will be the one in effect at the time your
choose to begin your annuity payouts. The values in the table will be equal to
or greater than the table in your contract.

<PAGE>

RATING AGENCIES

The following chart reflects the ratings given to us 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 contract. This information relates only to the fixed account
and reflects our ability to make annuity payouts and to pay death benefits and
other distributions from the contract.


    Rating agency              Rating

      A.M. Best                  A+
                             (Superior)


    Duff & Phelps               AAA

PRINCIPAL UNDERWRITER

The principal underwriter for the contracts is American Express Financial
Advisors Inc. (AEFA) which offers them on a continuous basis.

Withdrawal charges received by AEFA for the last year aggregated total $3,628.

Commissions paid by ACL for the last year aggregated total $682,400.

INDEPENDENT AUDITORS

The financial statements appearing in this SAI have been audited by Ernst &
Young LLP (1400 Pillsbury Center, 200 South Sixth Street, Minneapolis, MN 55402)
independent auditors, as stated in their report appearing herein.

<PAGE>

FINANCIAL STATEMENTS

American Centurion Variable Annuity Account

Annual Financial Information

Report of Independent Auditors

The Board of Directors
American Centurion Life Insurance Company

We have  audited the  individual  and combined  statements  of net assets of the
segregated asset  subaccounts of American  Centurion  Variable Annuity Account 2
(comprised of subaccounts IGN, IIN, IVA, IIG, IVL, ILA, IPA, IAG, ICR, IGD, IIE,
IMG,  IMS, ISI, ISB, IWG, IEQ, IMD, ISC, IUS, IGR, IHI, IDI, IPD, IGI, IPG, IHY,
IPH,  INO and IPV) as of  December  31,  1998,  and the  related  statements  of
operations  and  changes  in net  assets  for the year then  ended,  except  for
subaccounts  IGN,  IIN,  IVA,  IIG, IVL, IGD, ISB, IWG, IEQ, ISC, IGR, IHI, IPD,
IPG, IPH and IPV,  which are for the period  November 4, 1998  (commencement  of
operations)  to  December  31,  1998.   These   financial   statements  are  the
responsibility of the management of American  Centurion Life Insurance  Company.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation  of securities  owned at December 31, 1998 with the  affiliated and
unaffiliated  mutual  fund  managers.  An  audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the individual and combined  financial  position of the
segregated asset subaccounts of American  Enterprise  Variable Annuity Account 2
at  December  31,  1998,  and the  individual  and  combined  results  of  their
operations and the changes in their net assets for the periods  described above,
in conformity with generally accepted accounting principles.


Ernst & Young LLP
Minneapolis, Minnesota
March 12, 1999

<PAGE>

<TABLE>
<CAPTION>

American Centurion Variable Annuity Account

Statements of Net Assets                                                                    Dec. 31, 1998                           

                                                                  Segregated Asset Subaccounts

Assets                                                 IGN           IIN            IVA             IIG        
Investments in shares of mutual 
funds and portfolios:
<S>                                                  <C>           <C>              <C>           <C>          
   at cost                                           $ 7,115       $ 4,220          $ 8,899       $ 8,888      
                                                     -------       -------          -------       -------      
   at market value                                   $ 7,194       $ 4,295          $ 9,284       $ 9,224      
Dividends receivable                                       -             -                -             -      
Accounts receivable from American Centurion Life
for contract purchase payments                         4,104           804              805           801      
Receivable from mutual funds and portfolios
for share redemptions                                      -             -                -             -      
                                                       -----          ----            -----         -----
Total assets                                          11,298         5,099           10,089        10,025      
                                                      ======         =====           ======        ======      

Liabilities
Payable to American Centurion Life for:
Mortality and expense risk fee                             1             2                7             6      
Administrative charge                                      -             -                1             1      
Payable to mutual funds and portfolios
for investments purchased                              4,104           804              805           801      
                                                       -----           ---              ---           ---      
Total liabilities                                      4,105           806              813           808      
                                                       -----           ---              ---           ---      
Net assets applicable to contracts in
accumulation period                                  $ 7,193       $ 4,293          $ 9,276       $ 9,217      
Accumulation units outstanding                         6,256         4,138            8,011         8,382      
                                                       -----         -----            -----         -----      
Net asset value per accumulation unit                 $ 1.15        $ 1.04           $ 1.16        $ 1.10      
                                                      ======        ======           ======        ======      


Assets                                                 IVL           ILA              IPA
Investments in shares of mutual 
funds and portfolios:
   at cost                                           $ 3,242       $58,435         $ 59,674
                                                     -------       -------         --------
   at market value                                   $ 3,319       $45,449         $ 65,233
Dividends receivable                                       -             -                -
Accounts receivable from American Centurion Life
for contract purchase payments                           808             -                -
Receivable from mutual funds and portfolios
for share redemptions                                      -             -                -
                                                         ---           ---              ---
Total assets                                           4,127        45,449           65,233
                                                       =====        ======           ======

Liabilities
Payable to American Centurion Life for:
Mortality and expense risk fee                             1            48               70
Administrative charge                                      -             6                8
Payable to mutual funds and portfolios
for investments purchased                                808             -                -
                                                         ---           ---              ---
Total liabilities                                        809            54               78
                                                         ---            --               --
Net assets applicable to contracts in
accumulation period                                  $ 3,318       $45,395         $ 65,155
Accumulation units outstanding                         3,334        70,677           79,763
                                                       -----        ------           ------
Net asset value per accumulation unit                 $ 1.00        $ 0.64           $ 0.82
                                                      ======        ======           ======
See accompanying notes to financial statements.


</TABLE>
<PAGE>
<TABLE>
<CAPTION>

American Centurion Variable Annuity Account

Statements of Net Assets (continued)                                                               Dec. 31, 1998

                                                                     Segregated Asset Subaccounts

Assets                                                  IAG              ICR            IGD               IIE       
Investments in shares of mutual 
funds and portfolios:
<S>                                                  <C>              <C>             <C>               <C>         
    at cost                                          $ 272,116        $ 908,620       $ 4,156           $ 64,002    
                                                     ---------        ---------       -------           --------    
    at market value                                  $ 250,889        $ 932,106       $ 4,290           $ 62,043    
Dividends receivable                                         -                -             -                  -    
Accounts receivable from American Centurion Life
for contract purchase payments                             818              802           804                804    
Receivable from mutual funds and portfolios
for share redemptions                                        -              301             -                  -    
                                                        ------              ---         -----              -----
Total assets                                           251,707          933,209         5,094             62,847    
                                                       =======          =======         =====             ======    

Liabilities
Payable to American Centurion Life for:
Mortality and expense risk fee                             263              985             2                 63    
Administration charge                                       31              118             -                  7    
Payable to mutual funds and portfolios
for investments purchased                                  524                -           802                734    
                                                           ---            -----           ---                ---    
Total liabilities                                          818            1,103           804                804    
                                                           ---            -----           ---                ---    
Net assets applicable to contracts in
accumulation period                                  $ 250,889        $ 932,106       $ 4,290           $ 62,043    
                                                     ---------        ---------       -------           --------    
Accumulation units outstanding                         268,836          753,273         3,727             55,847    
                                                       -------          -------         -----             ------    
Net asset value per accumulation unit                   $ 0.93           $ 1.24        $ 1.15             $ 1.11    
                                                        ======           ======        ======             ======    


Assets                                                  IMG               IMS           ISI
Investments in shares of mutual 
funds and portfolios:
    at cost                                         $1,825,704         $ 13,166      $576,252
                                                    ----------         --------      --------
    at market value                                 $1,770,253         $ 13,166      $549,946
Dividends receivable                                         -               54         3,305
Accounts receivable from American Centurion Life
for contract purchase payments                             601                -         2,201
Receivable from mutual funds and portfolios
for share redemptions                                    1,472                -             -
                                                         -----           ------        ------
Total assets                                         1,772,326           13,220       555,452
                                                     =========           ======       =======

Liabilities
Payable to American Centurion Life for:
Mortality and expense risk fee                           1,852               14           574
Administration charge                                      222                2            69
Payable to mutual funds and portfolios
for investments purchased                                    -               38         4,863
                                                            --               --         -----
Total liabilities                                        2,074               54         5,506
                                                         -----               --         -----
Net assets applicable to contracts in
accumulation period                                 $1,770,252         $ 13,166      $549,946
                                                    ----------         --------      --------
Accumulation units outstanding                       1,649,611           13,026       566,274
                                                     ---------           ------       -------
Net asset value per accumulation unit                   $ 1.07           $ 1.01        $ 0.97
                                                        ======           ======        ======

See accompanying notes to financial statements.


</TABLE>
<PAGE>
<TABLE>
<CAPTION>

American Centurion Variable Annuity Account

Statements of Net Assets (continued)                                                                            Dec. 31, 1998

                                                                                Segregated Asset Subaccounts
Assets                                                         ISB                  IWG             IEQ              IMD            
Investments in shares of mutual funds and portfolios:
<S>                                                         <C>                   <C>             <C>            <C>                
    at cost                                                 $ 41,411              $ 11,798        $ 3,282        $ 1,389,910        
                                                            --------              --------        -------        -----------        
    at market value                                         $ 42,561              $ 12,189        $ 3,357        $ 1,390,403        
Dividends receivable                                               -                     -              -                  -        
Accounts receivable from American Centurion Life
for contract purchase payments                                 4,125                 4,763            806              3,901        
Receivable from mutual funds and portfolios
for share redemptions                                              -                     -              -                  -        
                                                               -----                 -----          -----              -----
Total assets                                                  46,686                16,952          4,163          1,394,304        
                                                              ======                ======          =====          =========        

Liabilities
Payable to American Centurion Life for:
Mortality and expense risk fee                                    15                     6              1              1,464        
Administration charge                                              2                     1              -                176        
Payable to mutual funds and portfolios
for investments purchased                                      4,125                 4,763            806              3,901        
                                                               -----                 -----            ---              -----        
Total liabilities                                              4,142                 4,770            807              5,541        
                                                               -----                 -----            ---              -----        
Net assets applicable to contracts in
accumulation period                                         $ 42,544              $ 12,182        $ 3,356        $ 1,388,763        
                                                            --------              --------        -------        -----------        
Accumulation units outstanding                                36,869                10,848          3,262          1,273,953        
                                                              ------                ------          -----          ---------        
Net asset value per accumulation unit                         $ 1.15                $ 1.12         $ 1.03             $ 1.09        
                                                              ======                ======         ======             ======        

Assets                                                          ISC                 IUS             IGR                IHI
Investments in shares of mutual funds and portfolios:
    at cost                                                  $ 8,292            $1,118,946       $ 12,581            $ 6,055
                                                             -------            ----------       --------            -------
    at market value                                          $ 8,432            $1,124,023       $ 13,154            $ 6,069
Dividends receivable                                               -                 1,956              -                  -
Accounts receivable from American Centurion Life
for contract purchase payments                                   814                     -          4,768              1,001
Receivable from mutual funds and portfolios
for share redemptions                                              -                     -              -                  -
                                                                 ---                   ---            ---                ---
Total assets                                                   9,246             1,125,979         17,922              7,070
                                                               =====             =========         ======              =====

Liabilities
Payable to American Centurion Life for:
Mortality and expense risk fee                                     6                 1,184              7                  2
Administration charge                                              1                   142              1                  -
Payable to mutual funds and portfolios
for investments purchased                                        814                     -          4,768              1,001
                                                                 ---                                -----              -----
Total liabilities                                                821                 1,326          4,776              1,003
                                                                 ---                 -----          -----              -----
Net assets applicable to contracts in
accumulation period                                          $ 8,425            $1,124,653       $ 13,146            $ 6,067
                                                             -------            ----------       --------            -------
Accumulation units outstanding                                 8,243             1,041,627         11,547              5,811
                                                               -----             ---------         ------              -----
Net asset value per accumulation unit                         $ 1.02                $ 1.08         $ 1.14             $ 1.04
                                                              ======                ======         ======             ======
See accompanying notes to financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

American Centurion Variable Annuity Account

Statements of Net Assets (continued)                                                                                 Dec. 31, 1998

                                                                              Segregated Asset Subaccounts                          
                                                                                                                                    
Assets                                                 IDI              IPD               IGI             IPG              IHY      
Investments in shares of mutual 
funds and portfolios:
<S>                                                 <C>               <C>             <C>               <C>            <C>          
    at cost                                         $ 676,349         $ 14,280        $1,773,897        $18,034        $ 1,184,161  
                                                    ---------         --------        ----------        -------        -----------  
    at market value                                 $ 653,426         $ 14,310        $1,867,538        $18,334        $ 1,088,002  
Dividends receivable                                        -                -                 -              -                  -  
Accounts receivable from American Centurion Life
for contract purchase payments                              -            1,998                 -            797                  -  
Receivable from mutual funds and portfolios
for share redemptions                                       -                -                 -              -                  -  
                                                      -------            -----           -------          -----               ----
Total assets                                          653,426           16,308         1,867,538         19,131          1,088,002  
                                                      =======           ======         =========         ======          =========  

Liabilities
Payable to American Centurion Life for:
Mortality and expense risk fee                            693                3             1,962             11              1,153  
Administration charge                                      83                -               235              1                139  
Payable to mutual funds and portfolios
for investments purchased                                   -            1,998                 -            797                  -  
                                                          ---            -----              ----            ---              -----
Total liabilities                                         776            2,001             2,197            809              1,292  
                                                          ---            -----             -----            ---              -----  
Net assets applicable to contracts in
accumulation period                                 $ 652,650         $ 14,307        $1,865,341        $18,322        $ 1,086,710  
                                                    ---------         --------        ----------        -------        -----------  
Accumulation units outstanding                        661,787           13,968         1,537,953         17,282          1,150,196  
                                                      -------           ------         ---------         ------          ---------  
Net asset value per accumulation unit                  $ 0.99           $ 1.02            $ 1.21         $ 1.06             $ 0.94  
                                                       ======           ======            ======         ======             ======  

                                                                                        Combined
                                                                                        Variable
Assets                                                  INO              IPV             Account
Investments in shares of mutual 
funds and portfolios:
    at cost                                         $ 479,521         $ 15,215       $10,583,107
                                                    ---------         --------       -----------
    at market value                                 $ 532,032         $ 16,272       $10,531,710
Dividends receivable                                        -                -             5,315
Accounts receivable from American Centurion Life
for contract purchase payments                              -            4,773            42,097
Receivable from mutual funds and portfolios
for share redemptions                                       -                -             1,773
                                                        -----            -----             -----
Total assets                                          532,032           21,045        10,580,895
                                                      =======           ======        ==========

Liabilities
Payable to American Centurion Life for:
Mortality and expense risk fee                            559               10            10,968
Administration charge                                      67                1             1,314
Payable to mutual funds and portfolios
for investments purchased                                   -            4,773            43,028
                                                           --            -----            ------
Total liabilities                                         626            4,784            55,310
                                                          ---            -----            ------
Net assets applicable to contracts in
accumulation period                                 $ 531,406         $ 16,261       $10,525,585
                                                    ---------         --------       -----------
Accumulation units outstanding                        410,715           13,942
                                                      -------           ------
Net asset value per accumulation unit                  $ 1.29           $ 1.17
                                                       ======           ======
See accompanying notes to financial statements.


</TABLE>
<PAGE>
<TABLE>
<CAPTION>

American Centurion Variable Annuity Account

Statements of Operations                                                             Year ended Dec. 31, 1998

                                                                        Segregated Asset Subaccounts

Investment income                                            IGN*         IIN*            IVA*           IIG*     
<S>                                                         <C>           <C>            <C>            <C>       
Dividend income from mutual funds and portfolios            $ -           $ 7            $ 261          $ 26      
Expenses:
Mortality and expense risk fee                                1             2                7             6      
                                                              -             -                -             -      
Administrative charge                                         -             -                1             1      
Total expenses                                                1             2                8             7      
                                                              -             -                -             -      
Investment income (loss) - net                               (1)            5              253            19      
                                                             --             -              ---            --      

Realized and unrealized gain (loss) 
on investments - net
Realized gain (loss) on sales of investments 
in mutual funds and portfolios:
Proceeds from sales                                           -             -                -             -      
Cost of investments sold                                      -             -                -             -      
                                                            ---           ---              ---           ---
Net realized gain (loss) on investments                       -             -                -             -      
Net change in unrealized appreciation or
depreciation of investments                                  79            75              385           336      
                                                             --            --              ---           ---      
Net gain (loss) on investments                               79            75              385           336      
                                                             --            --              ---           ---      
Net increase (decrease) in net assets
resulting from operations                                  $ 78          $ 80            $ 638         $ 355      
                                                           ====          ====            =====         =====      

 
Investment income                                           IVL*          ILA              IPA
Dividend income from mutual funds and portfolios            $ -         $ 369            $ 442
Expenses:
Mortality and expense risk fee                                1           270              357
                                                              -           ---              ---
Administrative charge                                         -            32               43
Total expenses                                                1           302              400
                                                              -           ---              ---
Investment income (loss) - net                               (1)           67               42
                                                             --            --               --

Realized and unrealized gain (loss) 
on investments - net
Realized gain (loss) on sales of investments 
in mutual funds and portfolios:
Proceeds from sales                                           -         3,354            3,576
Cost of investments sold                                      -         3,693            3,647
                                                             ---        -----            -----
Net realized gain (loss) on investments                       -          (339)             (71)
                                                             ---         ----              --- 
Net change in unrealized appreciation or
depreciation of investments                                  77       (12,986)           5,559
                                                             --       -------            -----
Net gain (loss) on investments                               77       (13,325)           5,488
                                                             --       -------            -----
Net increase (decrease) in net assets
resulting from operations                                  $ 76     $ (13,258)         $ 5,530
                                                           ====     =========          =======
   
*For the period Nov. 4, 1998 (commencement of operations) to Dec. 31, 1998.
See accompanying notes to financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

American Centurion Variable Annuity Account

Statements of Operations (continued)                                                                  Year ended Dec. 31, 1998

                                                                                     Segregated Asset Subaccounts

Investment income                                                        IAG             ICR            IGD*             IIE        
<S>                                                                 <C>              <C>                <C>              <C>        
Dividend income from mutual funds and portfolios                    $ 15,408         $ 65,656           $ 2              $ 491      
Expenses:
Mortality and expense risk fee                                         1,407            5,189             2                334      
Administrative charge                                                    169              623             -                 40      
                                                                         ---              ---                               --      
Total expenses                                                         1,576            5,812             2                374      
                                                                       -----            -----             -                ---      
Investment income (loss) - net                                        13,832           59,844             -                117      
                                                                      ------           ------           ---                ---      

Realized and unrealized gain (loss) 
on investments - net
Realized gain (loss) on sales of investments 
in mutual funds and portfolios:
Proceeds from sales                                                    7,852           61,012             -              3,441      
Cost of investments sold                                               8,514           62,230             -              3,353      
                                                                       -----           ------           ---              -----      
Net realized gain (loss) on investments                                 (662)          (1,218)            -                 88      
Net change in unrealized appreciation or
depreciation of investments                                          (21,227)          23,486           134             (1,959)     
                                                                     -------           ------           ---             ------      
Net gain (loss) on investments                                       (21,889)          22,268           134             (1,871)     
                                                                     -------           ------           ---             ------      
Net increase (decrease) in net assets
resulting from operations                                           $ (8,057)        $ 82,112         $ 134           $ (1,754)     
                                                                    ========         ========         =====           ========      


Investment income                                                      IMG              IMS           ISI
Dividend income from mutual funds and portfolios                   $ 170,623            $ 331      $ 21,907
Expenses:
Mortality and expense risk fee                                         9,927               83         3,545
                                                                       -----               --         -----
Administrative charge                                                  1,191               10           425
                                                                       -----               --           ---
Total expenses                                                        11,118               93         3,970
                                                                      ------               --         -----
Investment income (loss) - net                                       159,505              238        17,937
                                                                     -------              ---        ------

Realized and unrealized gain (loss) 
on investments - net
Realized gain (loss) on sales of investments 
in mutual funds and portfolios:
Proceeds from sales                                                  102,896           29,322        18,211
Cost of investments sold                                             105,810           29,322        18,780
                                                                     -------           ------        ------
Net realized gain (loss) on investments                               (2,914)               -          (569)
Net change in unrealized appreciation or
depreciation of investments                                          (55,451)               -       (26,306)
                                                                     -------            -----       ------- 
Net gain (loss) on investments                                       (58,365)               -       (26,875)
                                                                     -------            -----       ------- 
Net increase (decrease) in net assets
resulting from operations                                          $ 101,140            $ 238      $ (8,938)
                                                                   =========            =====      ======== 

*For the period Nov. 4, 1998 (commencement of operations) to Dec. 31, 1998.
See accompanying notes to financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

American Centurion Variable Annuity Account

Statements of Operations (continued)                                                       Year ended Dec. 31, 1998

                                                                             Segregated Asset Subaccounts

Investment income                                               ISB*              IWG*           IEQ*          IMD            
<S>                                                           <C>                <C>             <C>        <C>               
Dividend income from mutual funds and portfolios              $ 422              $ 10            $ -        $ 1,039           
Expenses:
Mortality and expense risk fee                                   15                 6              1          8,174           
Administrative charge                                             2                 1              -            981           
                                                                  -                 -                           ---           
Total expenses                                                   17                 7              1          9,155           
                                                                 --                 -              -          -----           
Investment income (loss) - net                                  405                 3             (1)        (8,116)          
                                                                ---                 -             --         ------           

Realized and unrealized gain (loss) 
on investments - net
Realized gain (loss) on sales of investments 
in mutual funds and portfolios:
Proceeds from sales                                               -                 -              -         85,754           
Cost of investments sold                                          -                 -              -         89,827           
                                                                ---               ---            ---         ------           
Net realized gain (loss) on investments                           -                 -              -         (4,073)          
Net change in unrealized appreciation or
depreciation of investments                                   1,150               391             75            493           
                                                              -----               ---             --            ---           
Net gain (loss) on investments                                1,150               391             75         (3,580)          
                                                              -----               ---             --         ------           
Net increase (decrease) in net assets
resulting from operations                                   $ 1,555             $ 394           $ 74      $ (11,696)          
                                                            =======             =====           ====      =========           



Investment income                                              ISC*             IUS              IGR*           IHI*
Dividend income from mutual funds and portfolios               $ -           $ 44,290            $ -            $ -
Expenses:
Mortality and expense risk fee                                   6              7,401              7              2
Administrative charge                                            1                888              1              -
                                                                 -                ---              -               
Total expenses                                                   7              8,289              8              2
                                                                 -              -----              -              -
Investment income (loss) - net                                  (7)            36,001             (8)            (2)
                                                                --             ------             --             -- 

Realized and unrealized gain (loss) 
on investments - net
Realized gain (loss) on sales of investments 
in mutual funds and portfolios:
Proceeds from sales                                              -             39,287              -              -
Cost of investments sold                                         -             38,619              -              -
                                                               ---             ------            ---            ---     
Net realized gain (loss) on investments                          -                668              -              -
Net change in unrealized appreciation or
depreciation of investments                                    140              5,077            573             14
                                                               ---              -----            ---             --
Net gain (loss) on investments                                 140              5,745            573             14
                                                               ---              -----            ---             --
Net increase (decrease) in net assets
resulting from operations                                    $ 133           $ 41,746          $ 565           $ 12
                                                             =====           ========          =====           ====
*For the period Nov. 4, 1998 (commencement of 
 operations) to Dec. 31, 1998.
 See accompanying notes to financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

American Centurion Variable Annuity Account

Statements of Operations (continued)                                                                     Year ended Dec. 31, 1998

                                                                              Segregated Asset Subaccounts                         
                                                                                                                                    
Investment income                                           IDI           IPD*            IGI             IPG*             IHY      
<S>                                                      <C>              <C>          <C>                 <C>            <C>       
Dividend income from mutual funds and portfolios         $ 4,193          $ -          $ 18,922            $ -            $ 6,032   
Expenses:
Mortality and expense risk fee                             4,310            3            11,209             11              6,952   
Administrative charge                                        517            -             1,345              1                834   
                                                             ---          ---             -----              -                ---   
Total expenses                                             4,827            3            12,554             12              7,786   
                                                           -----            -            ------             --              -----   
Investment income (loss) - net                              (634)          (3)            6,368            (12)            (1,754)  
                                                            ----           --             -----            ---             ------   

Realized and unrealized gain (loss) 
on investments - net
Realized gain (loss) on sales of investments 
in mutual funds and portfolios:
Proceeds from sales                                       40,900            -            99,698              -            101,551   
Cost of investments sold                                  42,933            -           103,669              -            108,760   
                                                          ------          ---           -------            ---            -------   
Net realized gain (loss) on investments                   (2,033)           -            (3,971)             -             (7,209)  
Net change in unrealized appreciation or
depreciation of investments                              (22,923)          30            93,641            300            (96,159)  
                                                         -------           --            ------            ---            -------   
Net gain (loss) on investments                           (24,956)          30            89,670            300           (103,368)  
                                                         -------           --            ------            ---           --------   
Net increase (decrease) in net assets
resulting from operations                              $ (25,590)        $ 27          $ 96,038          $ 288         $ (105,122)  
                                                       =========         ====          ========          =====         ==========   

                                                                                                          Combined
                                                                                                          Variable
Investment income                                         IPH*            INO            IPV*             Account
Dividend income from mutual funds and portfolios          $ -            $ 430             $ -          $ 350,861
Expenses:
Mortality and expense risk fee                              4            2,906              10             62,148
Administrative charge                                       -              349               1              7,456
                                                          ---              ---               -              -----
Total expenses                                              4            3,255              11             69,604
                                                            -            -----              --             ------
Investment income (loss) - net                             (4)          (2,825)            (11)           281,257
                                                           --           ------             ---            -------

Realized and unrealized gain (loss) 
on investments - net
Realized gain (loss) on sales of investments 
in mutual funds and portfolios:
Proceeds from sales                                         -           17,849               -            614,703
Cost of investments sold                                    -           18,580               -            637,737
                                                          ---           ------             ---            -------
Net realized gain (loss) on investments                     -             (731)              -            (23,034)
Net change in unrealized appreciation or
depreciation of investments                                31           52,511           1,057            (51,397)
                                                           --           ------           -----            ------- 
Net gain (loss) on investments                             31           51,780           1,057            (74,431)
                                                           --           ------           -----            ------- 
Net increase (decrease) in net assets
resulting from operations                                $ 27         $ 48,955         $ 1,046          $ 206,826
                                                         ====         ========         =======          =========

*For the period Nov. 4, 1998 (commencement of operations) to Dec. 31, 1998.
See accompanying notes to financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

American Centurion Variable Annuity Account

Statements of Changes in Net Assets                                                                Year ended Dec. 31, 1998

                                                                      Segregated Asset Subaccounts

Operations                                                  IGN*         IIN*             IVA*          IIG*           IVL*      
<S>                                                       <C>            <C>            <C>            <C>            <C>        
Investment income (loss) - net                            $ (1)          $ 5            $ 253          $ 19           $ (1)      
Net realized gain (loss) on investments                      -             -                -             -              -       
Net change in unrealized appreciation or
depreciation of investments                                 79            75              385           336             77       
                                                            --            --              ---           ---             --       
Net increase (decrease) in net assets
resulting from operations                                   78            80              638           355             76       
                                                            ==            ==              ===           ===             ==       

Contract transactions
Contract purchase payments                               7,115         4,213            8,638         8,862          3,242       
Net transfers**                                              -             -                -             -              -       
Contract terminations:
Surrender benefits and contract charges                      -             -                -             -              -       
Death benefits                                               -             -                -             -              -       
                                                           ---           ---              ---           ---            ---
Increase (decrease) from contract transactions           7,115         4,213            8,638         8,862          3,242       
                                                         -----         -----            -----         -----          -----       
Net assets at beginning of year                              -             -                -             -              -       
                                                           ---           ---              ---           ---            ---
Net assets at end of year                              $ 7,193       $ 4,293          $ 9,276       $ 9,217        $ 3,318       
                                                       =======       =======          =======       =======        =======       

Accumualtion unit activity
Units outstanding at beginning of year                       -             -                -             -              -       
Contract purchase payments                               6,256         4,138            8,011         8,382          3,334       
Net transfers**                                              -             -                -             -              -       
Contract terminations:
Surrender benefits and contract charges                      -             -                -             -              -       
Death benefits                                               -             -                -             -              -       
                                                           ---           ---              ---           ---            ---
Units outstanding at end of year                         6,256         4,138            8,011         8,382          3,334       
                                                         =====         =====            =====         =====          =====       

Operations                                                 ILA              IPA
Investment income (loss) - net                            $ 67             $ 42
Net realized gain (loss) on investments                   (339)             (71)
Net change in unrealized appreciation or
depreciation of investments                            (12,986)           5,559
                                                       -------            -----
Net increase (decrease) in net assets
resulting from operations                              (13,258)           5,530
                                                       =======            =====

Contract transactions
Contract purchase payments                              61,792           62,912
Net transfers**                                           (435)            (681)
Contract terminations:
Surrender benefits and contract charges                 (2,704)          (2,606)
Death benefits                                               -                -
                                                           ---              ---
Increase (decrease) from contract transactions          58,653           59,625
                                                        ------           ------
Net assets at beginning of year                              -                -
                                                           ---              ---
Net assets at end of year                              $45,395         $ 65,155
                                                       =======         ========
  
Accumualtion unit activity
Units outstanding at beginning of year                       -                -
Contract purchase payments                              74,439           83,976
Net transfers**                                           (667)            (841)
Contract terminations:
Surrender benefits and contract charges                 (3,095)          (3,372)
Death benefits                                               -                -
                                                           ---              ---
Units outstanding at end of year                        70,677           79,763
                                                        ======           ======

*For the period Nov. 4, 1998 (commencement of operations) to Dec. 31, 1998.
**Includes transfer activity from (to) other subaccounts and transfers from (to)
American  Centurion Life's fixed account.  See  accompanying  notes to financial
statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

American Centurion Variable Annuity Account

Statements of Changes in Net Assets (continued)                                                Year ended Dec. 31, 1998

                                                                            Segregated Asset Subaccounts

Operations                                                      IAG              ICR             IGD*              IIE      
<S>                                                          <C>              <C>                <C>              <C>       
Investment income (loss) - net                               $ 13,832         $ 59,844           $ -              $ 117     
Net realized gain (loss) on investments                          (662)          (1,218)            -                 88     
Net change in unrealized appreciation or
depreciation of investments                                   (21,227)          23,486           134             (1,959)    
                                                              -------           ------           ---             ------     
Net increase (decrease) in net assets
resulting from operations                                      (8,057)          82,112           134             (1,754)    
                                                               ======           ======           ===             ======     

Contract transactions
Contract purchase payments                                    265,523          865,655         4,156             66,479     
Net transfers**                                                  (422)          (1,311)            -                  -     
Contract terminations:
Surrender benefits and contract charges                        (5,608)         (13,018)            -             (2,682)    
Death benefits                                                   (547)          (1,332)            -                  -     
                                                                 ----           ------          ----               ----
Increase (decrease) from contract transactions                258,946          849,994         4,156             63,797     
                                                              -------          -------         -----             ------     
Net assets at beginning of year                                     -                -             -                  -     
                                                              -------          -------         -----             ------
Net assets at end of year                                   $ 250,889        $ 932,106       $ 4,290           $ 62,043     
                                                            =========        =========       =======           ========     

Accumualtion unit activity
Units outstanding at beginning of year                              -                -             -                  -     
Contracts purchase payments                                   275,694          767,627         3,727             58,109     
Net transfers**                                                  (521)          (1,222)            -                  -     
Contract terminations:
Surrender benefits and contract charges                        (5,690)         (11,946)            -             (2,262)    
Death benefits                                                   (647)          (1,186)            -                  -     
                                                                 ----           ------         -----              -----
Units outstanding at end of year                              268,836          753,273         3,727             55,847     
                                                              =======          =======         =====             ======     


Operations                                                      IMG              IMS           ISI
Investment income (loss) - net                              $ 159,505            $ 238      $ 17,937
Net realized gain (loss) on investments                        (2,914)               -          (569)
Net change in unrealized appreciation or
depreciation of investments                                   (55,451)               -       (26,306)
                                                              -------            -----       ------- 
Net increase (decrease) in net assets
resulting from operations                                     101,140              238        (8,938)
                                                              =======              ===        ====== 

Contract transactions
Contract purchase payments                                  1,690,804           22,711       576,127
Net transfers**                                                (2,260)          (9,783)       (1,741)
Contract terminations:
Surrender benefits and contract charges                       (17,219)               -       (13,553)
Death benefits                                                 (2,213)               -        (1,949)
                                                               ------           ------        ------ 
Increase (decrease) from contract transactions              1,669,112           12,928       558,884
                                                            ---------           ------       -------
Net assets at beginning of year                                     -                -             -
                                                            ---------           ------       -------
Net assets at end of year                                  $1,770,252         $ 13,166      $549,946
                                                           ==========         ========      ========

Accumualtion unit activity
Units outstanding at beginning of year                              -                -             -
Contracts purchase payments                                 1,671,564           22,831       584,020
Net transfers**                                                (2,378)          (9,805)       (1,886)
Contract terminations:
Surrender benefits and contract charges                       (17,394)               -       (13,858)
Death benefits                                                 (2,181)               -        (2,002)
                                                               ------           ------        ------ 
Units outstanding at end of year                            1,649,611           13,026       566,274
                                                            =========           ======       =======

*For the period Nov. 4, 1998 (commencement of operations) to Dec. 31, 1998.
**Includes transfer activity from (to) other subaccounts and transfers from (to)
American  Centurion Life's fixed account.  
See  accompanying  notes to financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

American Centurion Variable Annuity Account

Statements of Changes in Net Assets (continued)                                               Year ended Dec. 31, 1998

                                                                           Segregated Asset Subaccounts

Operations                                                   ISB*              IWG*           IEQ*                 IMD        
<S>                                                         <C>                  <C>           <C>            <C>             
Investment income (loss) - net                              $ 405                $ 3           $ (1)          $ (8,116)       
Net realized gain (loss) on investments                         -                  -              -             (4,073)       
Net change in unrealized appreciation or
depreciation of investments                                 1,150                391             75                493        
                                                            -----                ---             --                ---        
Net increase (decrease) in net assets
resulting from operations                                   1,555                394             74            (11,696)       
                                                            =====                ===             ==            =======        

Contract transactions
Contract purchase payments                                 40,989             11,788          3,282          1,442,406        
Net transfers**                                                 -                  -              -             (2,193)       
Contract terminations:
Surrender benefits and contract charges                         -                  -              -            (37,628)       
Death benefits                                                  -                  -              -             (2,126)       
                                                             ----               ----           ----             ------        
Increase (decrease) from contract transactions             40,989             11,788          3,282          1,400,459        
                                                           ------             ------          -----          ---------        
Net assets at beginning of year                                 -                  -              -                  -        
                                                           ------             ------          -----          ---------
Net assets at end of year                                $ 42,544           $ 12,182        $ 3,356        $ 1,388,763        
                                                         ========           ========        =======        ===========        

Accumualtion unit activity
Units outstanding at beginning of year                          -                  -              -                  -        
Contracts purchase payments                                36,869             10,848          3,262          1,314,197        
Net transfers**                                                 -                  -              -             (2,086)       
Contract terminations:
Surrender benefits and contract charges                         -                  -              -            (36,162)       
Death benefits                                                  -                  -              -             (1,996)       
                                                            -----              -----           ----             ------        
Units outstanding at end of year                           36,869             10,848          3,262          1,273,953        
                                                           ======             ======          =====          =========        


Operations                                                    ISC*              IUS             IGR*              IHI*
Investment income (loss) - net                               $ (7)          $ 36,001           $ (8)              $ (2)
Net realized gain (loss) on investments                         -                668              -                  -
Net change in unrealized appreciation or
depreciation of investments                                   140              5,077            573                 14
                                                              ---              -----            ---                 --
Net increase (decrease) in net assets
resulting from operations                                     133             41,746            565                 12
                                                              ===             ======            ===                 ==

Contract transactions
Contract purchase payments                                  8,292          1,116,209         12,581              6,055
Net transfers**                                                 -             (4,329)             -                  -
Contract terminations:
Surrender benefits and contract charges                         -            (24,313)             -                  -
Death benefits                                                  -             (4,660)             -                  -
                                                             ----             ------          -----               ----
Increase (decrease) from contract transactions              8,292          1,082,907         12,581              6,055
                                                            -----          ---------         ------              -----
Net assets at beginning of year                                 -                  -              -                  -
                                                            -----          ---------         ------              -----
Net assets at end of year                                 $ 8,425         $1,124,653       $ 13,146            $ 6,067
                                                          =======         ==========       ========            =======

Accumualtion unit activity
Units outstanding at beginning of year                          -                  -              -                  -
Contracts purchase payments                                 8,243          1,072,494         11,547              5,811
Net transfers**                                                 -             (3,866)             -                  -
Contract terminations:
Surrender benefits and contract charges                         -            (22,701)             -                  -
Death benefits                                                  -             (4,300)             -                  -
                                                              ---             ------          -----               ----
Units outstanding at end of year                            8,243          1,041,627         11,547              5,811
                                                            =====          =========         ======              =====

*For the period Nov. 4, 1998 (commencement of operations) to Dec. 31, 1998.
**Includes transfer activity from (to) other subaccounts and transfers from (to)
American  Centurion Life's fixed account.  
See  accompanying  notes to financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

American Centurion Variable Annuity Account

Statements of Changes in Net Assets (continued)                                                      Year ended Dec. 31, 1998

                                                                           Segregated Asset Subaccounts                  
                                                                                                                                  
Operations                                          IDI              IPD*              IGI             IPG*             IHY         
<S>                                               <C>                <C>            <C>              <C>             <C>            
Investment income (loss) - net                    $ (634)            $ (3)          $ 6,368          $ (12)          $ (1,754)      
Net realized gain (loss) on investments           (2,033)               -            (3,971)             -             (7,209)      
Net change in unrealized appreciation or
depreciation of investments                      (22,923)              30            93,641            300            (96,159)      
                                                 -------               --            ------            ---            -------       
Net increase (decrease) in net assets
resulting from operations                        (25,590)              27            96,038            288           (105,122)      
                                                 =======               ==            ======            ===           ========       

Contract transactions
Contract purchase payments                       695,879           14,280         1,809,462         18,034          1,209,995       
Net transfers**                                   (1,610)               -            (1,614)             -             (2,191)      
Contract terminations:
Surrender benefits and contract charges          (14,129)               -           (37,192)             -            (14,168)      
Death benefits                                    (1,900)               -            (1,353)             -             (1,804)      
                                                  ------            -----            ------          -----             ------       
Increase (decrease) from contract transactions   678,240           14,280         1,769,303         18,034          1,191,832       
                                                 -------           ------         ---------         ------          ---------       
Net assets at beginning of year                        -                -                 -              -                  -       
                                                 -------           ------         ---------         ------          ---------
Net assets at end of year                      $ 652,650         $ 14,307        $1,865,341        $18,322        $ 1,086,710       
                                               =========         ========        ==========        =======        ===========       

Accumualtion unit activity
Units outstanding at beginning of year                 -                -                 -              -                  -       
Contracts purchase payments                      679,470           13,968         1,574,334         17,282          1,168,801       
Net transfers**                                   (1,749)               -            (1,454)             -             (2,453)      
Contract terminations:
Surrender benefits and contract charges          (14,013)               -           (33,771)             -            (14,256)      
Death benefits                                    (1,921)               -            (1,156)             -             (1,896)      
                                                  ------             ----            ------          -----             ------       
Units outstanding at end of year                 661,787           13,968         1,537,953         17,282          1,150,196       
                                                 =======           ======         =========         ======          =========       

                                                                                                   Combined
                                                                                                   Variable
Operations                                          IPH*            INO               IPV*          Account
Investment income (loss) - net                     $ (4)        $ (2,825)            $ (11)       $ 281,257
Net realized gain (loss) on investments               -             (731)                -          (23,034)
Net change in unrealized appreciation or
depreciation of investments                          31           52,511             1,057          (51,397)
                                                     --           ------             -----          ------- 
Net increase (decrease) in net assets
resulting from operations                            27           48,955             1,046          206,826
                                                     ==           ======             =====          =======

Contract transactions
Contract purchase payments                       14,886          497,803            15,215       10,565,385
Net transfers**                                       -              594                 -          (27,976)
Contract terminations:
Surrender benefits and contract charges               -          (15,309)                -         (200,129)
Death benefits                                        -             (637)                -          (18,521)
                                                    ---             ----               ---          ------- 
Increase (decrease) from contract transactions   14,886          482,451            15,215       10,318,759
                                                 ------          -------            ------       ----------
Net assets at beginning of year                       -                -                 -                -
                                                 ------          -------            ------       ----------
Net assets at end of year                       $14,913        $ 531,406          $ 16,261      $10,525,585
                                                =======        =========          ========      ===========

Accumualtion unit activity
Units outstanding at beginning of year                -                -                 -
Contracts purchase payments                      14,370          423,873            13,942
Net transfers**                                       -              421                 -
Contract terminations:
Surrender benefits and contract charges               -          (13,018)                -
Death benefits                                        -             (561)                -
                                                  -----             ----             -----
Units outstanding at end of year                 14,370          410,715            13,942
                                                 ======          =======            ======

*For the period Nov. 4, 1998 (commencement of operations) to Dec. 31, 1998.
**Includes transfer activity from (to) other subaccounts and transfers from (to)
American  Centurion Life's fixed account.  
See  accompanying  notes to financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

American Centurion Variable Annuity Account

Notes to Financial Statements

1. Organization

American  Centurion Variable Annuity Account (the Account) was established under
New York law on Oct.12,  1995 and the subaccounts  are registered  together as a
single  unit  investment  trust of American  Centurion  Life  Insurance  Company
(American  Centurion Life) under the Investment  Company Act of 1940, as amended
(the 1940 Act).

The  Account  is  comprised  of various  subaccounts.  Each  subaccount  invests
exclusively in shares of the following mutual funds or portfolios (collectively,
the  Funds),   which  are   registered   under  the  1940  Act  as   diversified
(non-diversified for GT Global Variable Latin America Fund), open-end management
investment companies and have the following investment managers.

Subaccount     Invests exclusively in shares of                         Investment Manager
<S>            <C>                                                      <C>
IGN            AIM V.I. Growth and Income Fund                          A I M Advisors, Inc.
IIN            AIM V.I. International Equity Fund                       A I M Advisors, Inc.
IVA            AIM V.I. Value Fund                                      A I M Advisors, Inc.
IIG            American Century VP Income and Growth                    American Century Investment Management, Inc.
IVL            American Century VP Value                                American Century Investment Management, Inc.
ILA            GT Global Variable Latin America Fund                    A I M Advisors, Inc.
IPA            GT Global Variable New Pacific Fund                      A I M Advisors, Inc.
IAG            IDS Life Aggressive Growth Fund                          IDS Life Insurance Company 1
ICR            IDS Life Capital Resource Fund                           IDS Life Insurance Company 1
IGD            IDS Life Growth Dimensions Fund                          IDS Life Insurance Company 1
IIE            IDS Life International Equity Fund                       IDS Life Insurance Company 2
IMG            IDS Life Managed Fund                                    IDS Life Insurance Company 1
IMS            IDS Life Moneyshare Fund                                 IDS Life Insurance Company 1
ISI            IDS Life Special Income Fund                             IDS Life Insurance Company 1
ISB            Janus Aspen Series Balanced Portfolio                    Janus Capital Corporation
IWG            Janus Aspen Series Worldwide Growth Portfolio            Janus Capital Corporation
IEQ            OCC Accumulation Trust Equity Portfolio                  OpCap Advisors
IMD            OCC Accumulation Trust Managed Portfolio                 OpCap Advisors
ISC            OCC Accumulation Trust Small Cap Portfolio               OpCap Advisors
IUS            OCC Accumulation Trust U.S. Government Income Portfolio  OpCap Advisors
IGR            Oppenheimer Capital Appreciation Fund/VA                 Oppenheimer Funds, Inc.
IHI            Oppenheimer High Income Fund/VA                          Oppenheimer Funds, Inc.
IDI            Putnam VT Diversified Income Fund - Class IA Shares      Putnam Investment Management, Inc.
IPD            Putnam VT Diversified Income Fund - Class IB Shares      Putnam Investment Management, Inc.
IGI            Putnam VT Growth and Income Fund - Class IA Shares       Putnam Investment Management, Inc.
IPG            Putnam VT Growth and Income Fund - Class IB Shares       Putnam Investment Management, Inc.
IHY            Putnam VT High Yield Fund - Class IA Shares              Putnam Investment Management, Inc.
IPH            Putnam VT High Yield Fund - Class IB Shares              Putnam Investment Management, Inc.
INO            Putnam VT New Opportunities Fund - Class IA Shares       Putnam Investment Management, Inc.
IPV            Putnam VT Voyager Fund - Class IB Shares                 Putnam Investment Management, Inc.

1 American Express Financial Corporation (AEFC) is the investment advisor.
2 AEFC  is  the  investment  advisor  and  American  Express  Asset  Management
  International Inc. is the sub-investment advisor.

The assets of each subaccount of the Account are not chargeable with liabilities
arising out of the business  conducted by any other  segregated asset account or
by American Centurion Life.

American  Centurion Life issues the contracts that are  distributed by banks and
financial  institutions  either  directly  or through a network  of  third-party
marketers.

2. Summary of Significant Accounting Policies

Investments in the Funds

Investments  in shares of the Funds are stated at market  value which is the net
asset  value  per  share  as  determined  by the  respective  Funds.  Investment
transactions  are  accounted  for on the date the shares are purchased and sold.
The cost of  investments  sold and  redeemed is  determined  on the average cost
method.  Dividend  distributions  received  from the  Funds  are  reinvested  in
additional  shares of the Funds and are recorded as income by the subaccounts on
the ex-dividend date.

Unrealized  appreciation  or  depreciation  of investments  in the  accompanying
financial   statements   represents  the   subaccounts'   share  of  the  Funds'
undistributed net investment income, undistributed realized gain or loss and the
unrealized appreciation or depreciation on their investment securities.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the  reported  amounts  of assets  and  liabilities  and  disclosures  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of increase  and  decrease in net assets from  operations
during the period. Actual results could differ from those estimates.

Federal Income Taxes

American  Centurion  Life is taxed as a life insurance  company.  The Account is
treated as part of  American  Centurion  Life for federal  income tax  purposes.
Under existing  federal income tax law, no income taxes are payable with respect
to any investment income of the Account.

3. Mortality and Expense Risk Fee

American  Centurion  Life  makes  contractual  assurances  to the  Account  that
possible  future  adverse  changes  in  administrative  expenses  and  mortality
experience of the contract  owners and  annuitants  will not affect the Account.
The mortality and expense risk fee paid to American  Centurion  Life is computed
daily and is equal, on an annual basis, to 1.25% of the average daily net assets
of the subaccounts.

4. Administrative Charge

American  Centurion  Life deducts a daily charge equal,  on an annual basis,  to
0.15% of the average daily net assets of each  subaccount  as an  administrative
charge. This charge covers certain  administrative and operating expenses of the
subaccounts  incurred by American  Centurion Life such as accounting,  legal and
data processing fees, and expenses  involved in the preparation and distribution
of reports and prospectuses. This charge cannot be increased.

5. Contract Administrative Charge

American Centurion Life deducts a contract administrative charge of $30 per year
on each contract anniversary. This charge cannot be increased and does not apply
after annuity payouts begin.  American  Centurion Life does not expect to profit
from this charge.  This charge reimburses  American  Centurion Life for expenses
incurred in establishing  and maintaining  the annuity  records.  This charge is
waived  when the  contract  value is  $50,000  or more on the  current  contract
anniversary.  The  $30  annual  charge  is  deducted  at the  time  of any  full
surrender.

6. Withdrawal Charge

American  Centurion Life will use a withdrawal charge to help it recover certain
expenses relating to the sale of the annuity.  The withdrawal charge is deducted
for  withdrawals  up to the first  seven  payment  years  following  a  purchase
payment.  Charges by American  Centurion Life for withdrawals are not identified
on an individual  segregated  asset account  basis.  Charges for all  segregated
asset  accounts  amounted to $3,628 in 1998.  Such  charges are not treated as a
separate expense of the subaccounts.  They are ultimately deducted from contract
withdrawal  benefits paid by American  Centurion  Life. This charge is waived if
the withdrawal meets certain provisions as stated in the contract.

7. Investment in Shares

The  subaccounts'  investment in shares of the Funds as of Dec. 31, 1998 were as
follows:

Subaccount           Investment                                                     Shares            NAV
<S>                  <C>                                                               <C>         <C>   
IGN                  AIM V.I. Growth and Income Fund                                   303         $23.75
IIN                  AIM V.I. International Equity Fund                                219          19.62
IVA                  AIM V.I. Value Fund                                               354          26.25
IIG                  American Century VP Income and Growth                           1,360           6.78
IVL                  American Century VP Value                                         493           6.73
ILA                  G.T. Global Variable Latin America Fund                         4,729           9.61
IPA                  G.T. Global Variable New Pacific Fund                           7,481           8.72
IAG                  IDS Life Aggressive Growth Fund                                16,362          15.33
ICR                  IDS Life Capital Resource Fund                                 28,545          32.65
IGD                  IDS Life Growth Dimensions Fund                                   245          17.52
IIE                  IDS Life International Equity Fund                              3,983          15.58
IMG                  IDS Life Managed Fund                                          95,586          18.52
IMS                  IDS Life Moneyshare Fund                                       13,167           1.00
ISI                  IDS Life Special Income Fund                                   49,515          11.11
ISB                  Janus Aspen Series Balanced Portfolio                           1,892          22.50
IWG                  Janus Aspen Series Worldwide Growth Portfolio                     419          29.09
IEQ                  OCC Accumulation Trust Equity Portfolio                            87          38.70
IMD                  OCC Accumulation Trust Managed Portfolio                       31,788          43.74
ISC                  OCC Accumulation Trust Small Cap Portfolio                        365          23.10
IUS                  OCC Accumulation Trust U.S. Government Income Portfolio       105,444          10.66
IGR                  Oppenheimer Capital Appreciation Fund/VA                          359          36.67
IHI                  Oppenheimer High Income Fund/VA                                   551          11.02
IDI                  Putnam VT Diversified Income Fund - Class IA Shares            62,290          10.49
IPD                  Putnam VT Diversified Income Fund - Class IB Shares             1,367          10.47
IGI                  Putnam VT Growth and Income Fund - Class IA Shares             64,913          28.77
IPG                  Putnam VT Growth and Income Fund - Class IB Shares                638          28.75
IHY                  Putnam VT High Yield Fund - Class IA Shares                    92,992          11.70
IPH                  Putnam VT High Yield Fund - Class IB Shares                     1,275          11.70
INO                  Putnam VT New Opportunities Fund - Class IA Shares             20,416          26.06
IPV                  Putnam VT Voyager Fund - Class IB Shares                          355          45.81


8. Investment Transactions

The subaccounts' purchases of Funds' shares,  including reinvestment of dividend
distributions, were as follows:

Subaccount           Investment                                          Year ended Dec. 31, 1998

<S>                   <C>                                                                   <C>  
IGN3                  AIM V.I. Growth and Income Fund                                  $    7,115
IIN3                  AIM V.I. International Equity Fund                                    4,220
IVA3                  AIM V.I. Value Fund                                                   8,899
IIG3                  American Century VP Income and Growth                                 8,888
IVL3                  American Century VP Value                                             3,242
ILA2                  GT Global Variable Latin America Fund                                62,128
IPA2                  GT Global Variable New Pacific Fund                                  63,321
IAG1                  IDS Life Aggressive Growth Fund                                     280,630
ICR1                  IDS Life Capital Resource Fund                                      970,850
IGD3                  IDS Life Growth Dimensions Fund                                       4,156
IIE1                  IDS Life International Equity Fund                                   67,355
IMG1                  IDS Life Managed Fund                                             1,931,514
IMS1                  IDS Life Moneyshare Fund                                             42,488
ISI1                  IDS Life Special Income Fund                                        595,032
ISB3                  Janus Aspen Series Balanced Portfolio                                41,411
IWG3                  Janus Aspen Series Worldwide Growth Portfolio                        11,798
IEQ3                  OCC Accumulation Trust Equity Portfolio                               3,282
IMD2                  OCC Accumulation Trust Managed Portfolio                          1,479,737
ISC3                  OCC Accumulation Trust Small Cap Portfolio                            8,292
IUS1                  OCC Accumulation Trust U.S. Government Income Portfolio           1,157,565
IGR3                  Oppenheimer Capital Appreciation Fund/VA                             12,581
IHI3                  Oppenheimer High Income Fund/VA                                       6,055
IDI2                  Putnam VT Diversified Income Fund - Class IA Shares                 719,282
IPD3                  Putnam VT Diversified Income Fund - Class IB Shares                  14,280
IGI2                  Putnam VT Growth and Income Fund - Class IA Shares                1,877,566
IPG3                  Putnam VT Growth and Income Fund - Class IB Shares                   18,034
IHY2                  Putnam VT High Yield Fund - Class IA Shares                       1,292,921
IPH3                  Putnam VT High Yield Fund - Class IB Shares                          14,886
INO2                  Putnam VT New Opportunities Fund - Class IA Shares                  498,101
IPV3                  Putnam VT Voyager Fund - Class IB Shares                             15,215
                      Combined Variable Account                                       $11,220,844


1 Operations commenced on Oct. 24, 1997.  These subaccounts had no activity in 1997.
2 Operations commenced on Oct. 27, 1997.  These subaccounts had no activity in 1997.
3 Operations commenced on Nov. 4, 1998.

9. Year 2000 Issue (unaudited)

The Year 2000 issue is the result of computer programs having been written using
two  digits  rather  than  four  to  define  a  year.  Any  programs  that  have
time-sensitive  software may recognize a date using "00" as the year 1900 rather
than 2000. This could result in the failure of major systems or miscalculations,
which could have a material impact on the operations of American  Centurion Life
and the  Account.  American  Centurion  Life and the  Account  have no  computer
systems of their own but are  dependent  upon the  systems  of AEFC and  certain
other third parties.

A  comprehensive  review of AEFC's computer  systems and business  processes has
been  conducted to identify the major systems that could be affected by the Year
2000 issue.  Steps are being taken to resolve any potential  problems  including
modification  to  existing  software  and the  purchase of new  software.  These
measures  are  scheduled to be completed  and tested on a timely  basis.  AEFC's
target  date  for  substantially  completing  corrective  measures  on  business
critical  systems was Dec. 31, 1998.  Substantial  testing of these  systems was
targeted  for  completion  early in 1999.  AEFC is  currently on track with this
schedule and is also on track to finish the work on non-critical systems by June
30, 1999. The Year 2000 readiness of unaffiliated  investment managers and other
third parties whose system  failures could have an impact on American  Centurion
Life's and the Account's  operations  continues to be  evaluated.  The potential
materiality of any such impact is not known at this time.

AEFC's Year 2000 project includes  establishing  Year 2000 contingency plans for
all key business units.  Business  continuation  plans,  which address  business
continuation  in the  event of a  system  disruption,  are in place  for all key
business  units.  These plans are being  amended to include  specific  Year 2000
considerations  and will  continue to be refined  throughout  1999 as additional
information related to potential Year 2000 exposure is gathered.

</TABLE>

<PAGE>

Report of Independent Auditors

The Board of Directors
American Centurion Life Assurance Company


We have  audited the  accompanying  balance  sheets of American  Centurion  Life
Assurance  Company (a wholly owned subsidiary of IDS Life Insurance  Company) as
of  December  31,  1998  and  1997,  and  the  related   statements  of  income,
stockholder's  equity and cash  flows for each of the three  years in the period
ended December 31, 1998. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of American  Centurion  Life
Assurance  Company  at  December  31,  1998 and  1997,  and the  results  of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 1998, in conformity with generally accepted accounting principles.




February 4, 1999
Minneapolis, Minnesota

<PAGE>

<TABLE>
<CAPTION>


                                AMERICAN CENTURION LIFE ASSURANCE COMPANY
                                              BALANCE SHEETS
                                               December 31,
                                   ($ thousands, except share amounts)

ASSETS                                                                                   1998             1997
- ------                                                                             ----  -------    ----  ----
<S>                                                                                <C>              <C>
Investments:
  Fixed maturities:
     Held to maturity, at amortized cost (fair value:
       1998, $14,307; 1997, $18,153)                                                   $  13,894        $  17,698
     Available for sale, at fair value (amortized cost:
       1998, $269,483; 1997, $210,940)                                                   273,873          216,161
                                                                                       ---------        ---------
Total Investments                                                                        287,767          233,859

Cash and cash equivalents                                                                 13,992            3,756
Amounts recoverable from reinsurers                                                        2,515            2,728
Accrued investment income                                                                  4,364            3,120
Deferred policy acquisition costs                                                         12,864            9,280
Other assets                                                                                  69            1,591
Assets held in separate accounts                                                          12,614            1,280
                                                                                      ----------      -----------

          Total assets                                                                  $334,185         $255,614
                                                                                        ========         ========


LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:
  Future policy benefits:
    Fixed annuities                                                                     $268,348         $206,531
    Traditional life insurance                                                             1,724            1,884
    Disability income insurance                                                              225              225
  Policy claims and other policyholders' funds                                             2,048            2,305
  Amounts due to broker                                                                       --            4,941
  Deferred income taxes                                                                    1,758            2,391
  Other liabilities                                                                          463              741
  Liabilities related to separate accounts                                                12,614            1,280
                                                                                      ----------      -----------
          Total liabilities                                                              287,180          220,298
                                                                                       ---------        ---------

Stockholder's equity:
  Capital stock, $10 par value per share;
     100,000 shares authorized, issued and outstanding                                     1,000            1,000
  Additional paid-in capital                                                              26,600           16,600
  Accumulated other comprehensive income:

      Net unrealized securities gains                                                      2,512            3,139
  Retained earnings                                                                       16,893           14,577
                                                                                      ----------       ----------

          Total stockholder's equity                                                      47,005           35,316
                                                                                      ----------       ----------

Total liabilities and stockholder's equity                                              $334,185         $255,614
                                                                                        ========         ========



                                         See accompanying notes.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                AMERICAN CENTURION LIFE ASSURANCE COMPANY
                                           STATEMENTS OF INCOME

                                         Years ended December 31,
                                              ($ thousands)


                                                                       1998             1997              1996
                                                                 -     -----       -    -----       -     ----

Revenues:
<S>                                                                   <C>               <C>               <C>    
   Net investment income                                              $ 18,990          $ 13,331          $ 8,851
   Contractholder charges                                                  568               318              306
   Mortality and expense risk fees                                          87                 8               --
   Net realized gain (loss) on investments                                  39                25              (57)
                                                                   -----------       -----------          -------

          Total revenues                                                19,684            13,682            9,100
                                                                      --------          --------           ------

Benefits and expenses:
   Death and other benefits on investment contracts                         72                 2               --
   Interest credited on investment contracts                            12,838             8,887            5,849
   Amortization of deferred policy acquisition costs                       624               114               21
   Other operating expenses                                              2,260             1,324            1,387
                                                                      --------          --------          -------

          Total expenses                                                15,794            10,327            7,257
                                                                       -------           -------          -------


Income before income taxes                                               3,890             3,355            1,843

Income taxes                                                             1,574             1,389              678
                                                                      --------          --------         --------

Net income                                                             $ 2,316           $ 1,966          $ 1,165
                                                                       =======           =======          =======
</TABLE>


                                         See accompanying notes.


<PAGE>

<TABLE>
<CAPTION>


                                AMERICAN CENTURION LIFE ASSURANCE COMPANY
                                    STATEMENTS OF STOCKHOLDER'S EQUITY
                                   Three years ended December 31, 1998
                                              ($ thousands)


                                                                                             Accumulated Other
                                                                                               Comprehensive
                                                        Total                   Additional
                                                    Stockholder's    Capital      Paid-In         Income,         Retained
                                                       Equity         Stock       Capital        Net of Tax       Earnings


<S>                                                     <C>          <C>           <C>              <C>            <C>     
Balance, December 31, 1995                              $ 21,250     $ 1,000       $ 6,600          $ 2,204        $ 11,446
Comprehensive income (loss):

     Net income                                            1,165          --            --               --           1,165
     Unrealized holding losses arising

         during the year, net of effect on
       deferred policy acquisition costs of
       $132 and taxes of $734                             (1,364)         --            --           (1,364)             --
      Reclassification adjustment for losses

           included in net income, net of tax                 23

           of $(12)                                                       --            --               23              --

                                                                                             -------------------
                                                   ----------------
     Other comprehensive loss                             (1,341)         --            --           (1,341)             --
                                                   ----------------

     Comprehensive loss                                     (176)                             


Capital contribution from parent                          10,000          --        10,000               --              --
                                                   --------------------------------------------------------------------------

Balance, December 31, 1996                                31,074       1,000        16,600              863          12,611
Comprehensive income:
     Net income                                            1,966          --            --               --           1,966
     Unrealized holding gains arising

         during the year, net of effect on
       deferred policy acquisition costs of
       $(259) and taxes of $(1,231)                        2,286          --            --            2,286              --
     Reclassification adjustment for gains

         included in net income, net of tax                  (10)
         of $5                                                            --            --              (10)             --
                                                                                             -------------------
                                                   ----------------

     Other comprehensive income                            2,276          --            --            2,276              --

                                                   ----------------
     Comprehensive income                                  4,242
                                                   --------------------------------------------------------------------------

Balance, December 31, 1997                                35,316       1,000        16,600            3,139          14,577

</TABLE>
<PAGE>

<TABLE>
<CAPTION>




                                AMERICAN CENTURION LIFE ASSURANCE COMPANY
                              STATEMENTS OF STOCKHOLDER'S EQUITY (continued)
                                   Three years ended December 31, 1998
                                              ($ thousands)




                                                                                                Accumulated
                                                                                                   Other
                                                         Total                  Additional     Comprehensive
                                                   Stockholder's     Capital      Paid-In         Income,          Retained
                                                         Equity        Stock      Capital        Net of Tax        Earnings

<S>                                                     <C>          <C>         <C>                <C>            <C>     
Balance, December 31, 1997                              $ 35,316     $ 1,000     $  16,600          $ 3,139        $ 14,577
Comprehensive income:

     Net income                                            2,316          --            --               --           2,316
      Unrealized holding losses arising

      during the year, net of effect on   
      deferred policy acquisition costs of 
      $135, and taxes of $327                               (608)         --            --             (646)             --
      Reclassification adjustment for gains
      included in net income, net of tax                     (19)

          of $10                                                          --            --               19              --
                                                                                             -------------------
                                                   ----------------
     Other comprehensive loss                               (627)         --            --             (627)             --
                                                   ----------------
     Comprehensive income                                  1,689

Capital contribution from parent                          10,000          --        10,000               --              --

                                                   --------------------------------------------------------------------------

Balance, December 31, 1998                              $ 47,005     $ 1,000      $ 26,600          $ 2,512        $ 16,893
                                                   ==========================================================================
</TABLE>

                                         See accompanying notes.

<PAGE>

<TABLE>
<CAPTION>


                                AMERICAN CENTURION LIFE ASSURANCE COMPANY
                                         STATEMENTS OF CASH FLOWS
                                         Years ended December 31,

                                              ($ thousands)

                                                                        1998              1997             1996
                                                                      --------          --------         ------

Cash flows from operating activities:
<S>                                                                   <C>               <C>              <C>     
  Net income                                                          $  2,316          $  1,966         $  1,165
  Adjustments to reconcile net income to net cash
    used in operating activities:
      Change in amounts recoverable from reinsurers                        213                --              674
      Change in accrued investment income                               (1,244)           (1,016)            (604)
      Change in deferred policy acquisition costs, net                  (3,718)           (5,175)          (3,177)
      Change in other assets                                             1,522            (1,536)              75
      Change in liabilities for future policy benefits for
          traditional life and disability income insurance                (160)                1           (1,696)
      Change in policy claims and other
          policyholders' funds                                            (257)            1,614              428
      Deferred income tax (benefit) provision                             (295)              574            1,457
      Change in other liabilities                                         (278)              707           (1,087)
      (Accretion of discount)

         amortization of premium, net                                      (46)                7               56
      Net realized (gain) loss on investments                              (39)              (25)              57
      Other, net                                                            (1)                7               --
                                                                    -----------      -----------      -----------
          Net cash used in operating activities                         (1,987)           (2,876)          (2,652)
                                                                      --------          --------         --------


Cash flows from investing activities: Fixed maturities held to maturity:
        Maturities                                                       3,770             1,847            2,603
        Sales                                                               --                --              477
    Fixed maturities available for sale:

        Purchases                                                      (87,699)          (86,006)         (59,425)
        Maturities                                                      22,581             8,438            7,261
        Sales                                                            6,695             1,303            1,572

    Change in due to brokers                                            (4,941)               24            4,916
                                                                    ----------       -----------        ---------


          Net cash used in investing activities                        (59,594)          (74,394)         (42,596)
                                                                      --------          --------         --------


Cash flows from financing activities: Activity related to investment contracts:
    Considerations received                                             78,367            82,656           55,594
    Surrenders and other benefits                                      (29,388)          (24,373)         (14,870)
    Interest credited to account balances                               12,838             8,887            5,849
  Capital contribution from parent                                      10,000                --           10,000
                                                                     ---------      ------------         --------

          Net cash provided by financing activities                     71,817            67,170           56,573
                                                                     ---------            ------         --------

Net increase (decrease) in cash and cash equivalents                    10,236           (10,100)          11,325

Cash and cash equivalents at beginning of year                           3,756            13,856            2,531
                                                                    ----------          --------      -----------

Cash and cash equivalents at end of year                              $ 13,992          $  3,756         $ 13,856
                                                                     =========         =========        =========
</TABLE>

                                         See accompanying notes.


                                AMERICAN CENTURION LIFE ASSURANCE COMPANY
                                      NOTES TO FINANCIAL STATEMENTS
                                              ($ thousands)


1.   Summary of significant accounting policies

     Nature of business

     American  Centurion  Life  Assurance  Company (the Company) is a stock life
     insurance  company  that is  domiciled in New York and licensed to transact
     insurance  business  in New  York,  Alabama  and  Delaware.  The  Company's
     principal  product is  deferred  annuities  which are issued  primarily  to
     individuals  who are New York  residents.  It  offers  single  premium  and
     installment  premium deferred annuities on both a fixed and variable dollar
     basis. Immediate annuities are offered as well.

     Basis of presentation

     The Company is a wholly owned subsidiary of IDS Life Insurance Company (IDS
     Life),  which is a wholly owned  subsidiary of American  Express  Financial
     Corporation (AEFC),  which is a wholly owned subsidiary of American Express
     Company.  The  accompanying  financial  statements  have been  prepared  in
     conformity  with generally  accepted  accounting  principles  which vary in
     certain  respects from reporting  practices  prescribed or permitted by the
     New York Department of Insurance (see Note 4).

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenues  and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

     Investments

     Fixed  maturities  that the  Company has both the  positive  intent and the
     ability to hold to maturity are  classified as held to maturity and carried
     at amortized  cost. All other fixed  maturities are classified as available
     for  sale and  carried  at fair  value.  Unrealized  gains  and  losses  on
     securities  classified  as  available  for sale are  reported as a separate
     component of accumulated other comprehensive income, net of deferred policy
     acquisition costs and deferred income taxes.

     Realized investment gain or loss is determined on an identified cost basis.

     Prepayments  are  anticipated  on certain  investments  in  mortgage-backed
     securities in determining  the constant  effective  yield used to recognize
     interest  income.  Prepayment  estimates are based on information  received
     from brokers who deal in mortgage-backed securities.

     When evidence  indicates a decline,  which is other than temporary,  in the
     underlying  value  or  earning  power  of  individual   investments,   such
     investments are written down to the fair value by a charge to income.

     Statements of cash flows

     The  Company  considers  investments  with a maturity  at the date of their
     acquisition  of  three  months  or  less  to  be  cash  equivalents.  These
     securities are carried  principally  at amortized  cost which  approximates
     fair value.

<PAGE>

1.   Summary of significant accounting policies (continued)

     Supplementary  information  to the  statements  of cash flows for the years
     ended December 31, is summarized as follows:

                                          1998            1997            1996  
                                        --------        --------        --------
    Cash paid during the year for:
      Income taxes                         $42           $2,404           $257
      Interest on borrowings               332                7             --

     Contractholder charges

     Contractholder   charges  include  surrender  charges  and  fees  collected
     regarding the issue and administration of annuity contracts.

     Deferred policy acquisition costs

     The costs of acquiring new business, principally sales compensation, policy
     issue  costs,  and  certain  sales  expenses,   including  direct  response
     advertising  costs, have been deferred on annuity  contracts.  The deferred
     acquisition  costs  for  single  premium  deferred  annuities  and  certain
     installment  annuities are amortized  primarily using the interest  method.
     The costs for other installment  annuities are amortized as a percentage of
     the estimated gross profits expected to be realized on the policies.

     Liabilities for future policy benefits

     Liabilities for single premium deferred annuities and installment annuities
     are  accumulation  values.  Liabilities  for fixed  annuities  in a benefit
     status are based on  established  industry  mortality  tables and  interest
     rates of 5.75% to 6.25%, depending on the year of issue.

     Federal income taxes

     The Company's taxable income is included in the consolidated federal income
     tax return of American  Express  Company.  The Company  provides for income
     taxes on a separate return basis,  except that, under an agreement  between
     AEFC and American Express Company,  tax benefit is recognized for losses to
     the  extent  they can be used on the  consolidated  tax  return.  It is the
     policy of AEFC and its subsidiaries  that AEFC will reimburse  subsidiaries
     for all tax benefits.

     Included  in  Other  liabilities  at  December  31,  1998 and 1997 are $178
     payable to and $1,532 receivable from, IDS Life for federal income taxes.

     Separate account business

     The separate  account assets and  liabilities  represent funds held for the
     exclusive  benefit of the variable  annuity  contract  owners.  The Company
     receives mortality and expense risk fees from the variable annuity separate
     accounts.

<PAGE>

1.   Summary of significant accounting policies (continued)

     The Company makes contractual  mortality assurances to the variable annuity
     contract  owners that the net assets of the separate  accounts  will not be
     affected by future  variations in the actual life expectancy  experience of
     the  annuitants  and  the  beneficiaries  from  the  mortality  assumptions
     implicit  in  the  annuity  contracts.  The  Company  makes  periodic  fund
     transfers to, or withdrawals from, the separate accounts for such actuarial
     adjustments for variable  annuities that are in the benefit payment period.
     The Company also guarantees that the rates at which administrative fees are
     deducted from contract funds will not exceed contractural maximums.

     Accounting Changes

     Effective  January 1, 1998,  the Company  adopted  Statement  of  Financial
     Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income." SFAS
     No. 130 requires the reporting and display of comprehensive  income and its
     components.  Comprehensive  income is  defined as the  aggregate  change in
     stockholder's  equity  excluding  changes in ownership  interests.  For the
     Company,   it  is  net  income  and  the  unrealized  gains  or  losses  on
     available-for-sale  securities net of effect on deferred policy acquisition
     costs, taxes and reclassification adjustment.

     In March 1998,  the  American  Institute of  Certified  Public  Accountants
     (AICPA) issued  Statement of Position (SOP) 98-1,  "Accounting for Costs of
     Computer  Software  Developed or Obtained for Internal Use." The SOP, which
     is effective January 1, 1999,  requires the capitalization of certain costs
     incurred  after the date of  adoption  to  develop or obtain  software  for
     internal use. Software utilized by the Company is owned by AEFC and will be
     capitalized on AEFC's financial statements. A result, the new rule will not
     have a material impact on the Company's  results of operations or financial
     condition.

     In December 1997,  the AICPA issued SOP 97-3,  "Accounting by Insurance and
     Other Enterprises for  Insurance-Related  Assessments,"  providing guidance
     for the timing of  recognition  of  liabilities  related to  guaranty  fund
     assessments. The Company will adopt the SOP on January 1, 1999. Adoption of
     the SOP  will  not have a  material  impact  on the  Company's  results  of
     operations or financial condition. The ultimate financial impact of the new
     rule will be measured  based on the  derivatives  in place at adoption  and
     cannot be estimated at this time.

<PAGE>

1.   Summary of significant accounting policies (continued)

     Reclassification

     Certain 1997 and 1996 amounts have been reclassified to conform to the 1998
presentation.

2.   Investments

     Fair values of  investments  in fixed  maturities  represent  quoted market
     prices and estimated values when quoted prices are not available. Estimated
     values are  determined by  established  procedures  involving,  among other
     things,  review of market  indices,  price  levels of current  offerings of
     comparable issues, price estimates and market data from independent brokers
     and financial files.

     The amortized  cost,  gross  unrealized  gains and losses and fair value of
     investments in fixed maturities at December 31, 1998 are as follows:

<TABLE>
<CAPTION>
<S>                                             <C>               <C>            <C>                <C>    

                                                                      Gross            Gross
                                                   Amortized       Unrealized        Unrealized          Fair
    Held to maturity                                  Cost            Gains            Losses            Value
    ----------------                             ---- --------   --   -------     --   -------      ---  -----
 
    Corporate bonds and obligations                 $  12,483        $    352      $        --         $  12,835
    Mortgage-backed securities                          1,411              61               --             1,472
                                                  ------------     ----------     ------------        ----------
                                                    $  13,894        $    413      $        --         $  14,307
                                                    =========        ========      ===========         =========

    Available for sale
    U.S. Government agency obligations              $    1,075       $     70       $       --         $   1,145
    State and municipal obligations                     1,000              48               --             1,048
    Corporate bonds and obligations                   181,622           6,050            3,782           183,890
    Mortgage-backed securities                         85,786           2,036               32            87,790
                                                   ----------        --------       ----------        ----------
                                                     $269,483         $ 8,204          $ 3,814          $273,873
                                                     ========         =======          =======          ========
</TABLE>
<PAGE>

2.   Investments (continued)

     The amortized  cost,  gross  unrealized  gains and losses and fair value of
     investments in fixed maturities at December 31, 1997 are as follows:

<TABLE>
<CAPTION>
<S>                                            <C>                <C>               <C>               <C>    

                                                                      Gross             Gross
                                                   Amortized        Unrealized        Unrealized          Fair
    Held to maturity                                  Cost            Gains             Losses           Value
    ----------------                             ---- --------   --   -------      -    -------      --- -----
  
    Corporate bonds and obligations                 $  16,176        $    368         $      26         $  16,518
    Mortgage-backed securities                          1,522             113                --             1,635
                                                   ----------        --------         ---------        ----------
                                                    $  17,698        $    481         $      26         $  18,153
                                                    =========        ========         =========         =========

    Available for sale
    U.S. Government agency obligations             $    2,085        $     15         $      1          $  2,099
    State and municipal obligations                     1,000              31                --             1,031
    Corporate bonds and obligations                   118,450           4,141               356           122,235
    Mortgage-backed securities                         89,405           1,544               153            90,796
                                                   ----------        --------         ---------        ----------
                                                     $210,940         $ 5,731          $    510          $216,161
                                                     ========         =======          =========         ========


     The amortized  cost and fair value of  investments  in fixed  maturities at
     December  31,  1998  by  contractual   maturity  are  shown  below.  Actual
     maturities will differ from contractual  maturities  because  borrowers may
     have the  right  to call or  prepay  obligations  with or  without  call or
     prepayment penalties.

</TABLE>

                                              Amortized            Fair
    Held to maturity                             Cost              Value

    Due in one year or less                  $     2,249       $     2,258
    Due from one to five years                     8,433             8,748
    Due from five to ten years                       357               361
    Due in more than ten years                     1,444             1,468
    Mortgage-backed securities                     1,411             1,472
                                            ------------      ------------
                                              $   13,894        $   14,307
                                              ==========        ==========

                                              Amortized            Fair
    Available for sale                           Cost             Value

    Due in one year or less                  $     6,661       $     6,752
    Due from one to five years                    18,872            19,735
    Due from five to ten years                    97,693           100,962
    Due in more than ten years                    60,471            58,634
    Mortgage-backed securities                    85,786            87,790
                                              ----------       -----------
                                               $ 269,483         $ 273,873
                                               =========         =========

<PAGE>

2.   Investments (continued)

     There were no sales of fixed  maturities  classified as held to maturity in
     1998 and 1997.  During the year ended December 31, 1996,  fixed  maturities
     classified as held to maturity were sold with  amortized  cost of $500. Net
     gains and losses on these  sales were not  significant.  The sales of these
     fixed  maturities  were due to  significant  deterioration  in the issuers'
     credit worthiness.

     In addition, fixed maturities available for sale were sold during 1998 with
     proceeds  of $6,695 and gross  realized  gains and losses of $253 and $224,
     respectively.  Fixed  maturities  available  for sale were sold during 1997
     with  proceeds  of $1,303  and gross  realized  gains and losses of $14 and
     $nil,  respectively.  Fixed maturities  available for sale were sold during
     1996 with proceeds of $1,572 and gross realized gains and losses of $36 and
     $71, respectively.

     At December 31, 1998,  bonds carried at $1,075 were on deposit with various
     states as required by law.

     Securities  are rated by Moody's and  Standard & Poor's  (S&P),  except for
     approximately $53 million of securities which are rated by American Express
     Financial Corporation's internal analysts using criteria similar to Moody's
     and S&P. A summary of investments in fixed  maturities,  at amortized cost,
     by rating on December 31 is as follows:

           Rating                            1998              1997
    ----------------------             -   ---------     -   ------
    Aaa/AAA                                 $ 88,286          $ 92,682
    Aa/AA                                      4,942             3,890
    Aa/A                                       2,509             1,952
    A/A                                       26,700            28,258
    A/BBB                                     13,439             7,802
    Baa/BBB                                  104,236            61,661
    Baa/BB                                     5,651             4,011
    Below investment grade                    37,614            28,382
                                           ---------         ---------
                                            $283,377          $228,638
                                            ========          ========

     At December  31, 1998,  approximately  83 percent of the  securities  rated
     Aaa/AAA are GNMA, FNMA and FHLMC mortgage-backed securities. No holdings of
     any other issuer are greater than ten percent of stockholder's equity.

     Net  investment  income for the years ended  December 31 is  summarized  as
follows:

                                      1998             1997              1996  
                                   --------         --------           ------
Interest on fixed maturities        $  19,338        $  13,818          $  9,170
Interest on cash equivalents              131              276               308
Other                                     132                1                16
                                  ------------    -------------       ----------
                                       19,601           14,095             9,494
Less investment expenses                  611              764               643
                                  -----------      -----------        ----------
                                    $  18,990        $  13,331         $   8,851
                                    =========        =========         =========

<PAGE>

2.   Investments (continued)

     Net  realized  gain (loss) on  investments  was $39,  $25 and $(57) for the
     years  ended  December  31,  1998,  1997 and  1996,  respectively,  and was
     entirely due to sales of fixed maturities.

     Changes in net unrealized  (depreciation)  appreciation  of investments for
     the years ended December 31 are summarized as follows:

                                                1998        1997         1996
                                              -------     -------      ------
    Fixed maturities available for sale         $(831)      $ 3,761    $ (1,931)

3.   Income taxes

     The Company  qualifies as a life  insurance  company for federal income tax
     purposes.  As such,  the Company is subject to the  Internal  Revenue  Code
     provisions applicable to life insurance companies.

     The income tax expense  (benefit) for the years ended December 31, consists
of the following:

                                    1998              1997             1996
                                  ------      --    ------         ------
    Federal income taxes:
      Current                      $ 1,544          $  486            $ (819)
      Deferred                        (295)            574             1,457
                                  ---------         ------             -----
                                     1,249           1,060               638

    State income taxes-current         325             329                40
                                 ---------          ------           -------
    Income tax expense             $ 1,574          $1,389            $  678
                                   =======          ======            ======

     Increases to the federal  income tax provision  applicable to pretax income
     based  on  the  statutory  rate  for  the  years  ended  December  31,  are
     attributable to:

<TABLE>
<CAPTION>

                                                       1998                     1997                  1996      
                                                   ------------             ------------    --------------------
                                          Provision       Rate      Provision      Rate     Provision      Rate 
     Federal income taxes based
<S>                                        <C>            <C>        <C>           <C>          <C>         <C>  
       on the statutory rate               $1,361         35.0%      $1,174        35.0%        $ 645       35.0%
     Increases are attributable to:
        State tax, net                        211          5.4          214         6.4            26        1.4
       Other, net                               2          0.1            1           0             7         .4
                                           ------         -----     --------        ------   --------       ----
     Federal income taxes                  $1,574         40.5%      $1,389        41.4%        $ 678       36.8%
                                           ------           ----       ------          ----     -----       ----

</TABLE>

<PAGE>

3.   Income taxes (continued)

     Significant  components  of the  Company's  deferred  income tax assets and
     liabilities as of December 31 are as follows:

    Deferred income tax assets:                       1998              1997
                                                     -----             -----
    Policy reserves                                  $ 3,049           $ 1,616
                                                     -------           -------
    Deferred income tax liabilities:
      Deferred policy acquisition costs                3,234             2,144
      Investments                                      1,518             1,703
      Other                                               55               160 
                                                 -----------          --------
         Total deferred income tax liabilities         4,807             4,007 
                                                   ---------           -------
         Net deferred income tax liabilities         $ 1,758            $2,391
                                                     =======            ======

     The Company is required to establish a valuation  allowance for any portion
     of the  deferred  income tax assets that  management  believes  will not be
     realized. In the opinion of management, it is more likely than not that the
     Company  will  realize the benefit of the  deferred  income tax assets and,
     therefore, no such valuation allowance has been established.

4.   Stockholder's equity

     Retained earnings available for distribution as dividends to the parent are
     limited  to  the  Company's   surplus  as  determined  in  accordance  with
     accounting  practices  prescribed by the New York  Department of Insurance.
     All dividend  distributions  must be approved by the New York Department of
     Insurance.  Statutory unassigned surplus aggregated $7,512 and $6,278 as of
     December 31, 1998 and 1997,  respectively  (see note 9 for a reconciliation
     of net  income and  stockholder's  equity  per the  accompanying  financial
     statements to statutory net income and surplus).

5.   Related party transactions

     The Company  participates  in the American  Express  Retirement  Plan which
     covers  all  permanent  employees  age 21 and over  who  have  met  certain
     employment  requirements.  Employer  contributions to the plan are based on
     participants'  age, years of service and total  compensation  for the year.
     Funding of  retirement  costs for this plan  complies  with the  applicable
     minimum funding requirements specified by ERISA. The Company's share of the
     total net  periodic  pension  cost was $3, $nil and $nil in 1998,  1997 and
     1996, respectively.

     The Company also  participates  in defined  contribution  pension  plans of
     American  Express  Company  which cover all  employees who have met certain
     employment  requirements.  Company contributions to the plans are a percent
     of either each employee's  eligible  compensation  or basic  contributions.
     Costs of these plans charged to operations in 1998, 1997 and 1996 were $19,
     $23 and $19, respectively.

<PAGE>

5.   Related party transactions (continued)

     The Company  participates in defined benefit health care plans of AEFC that
     provide health care and life insurance benefits to retired  employees.  The
     plans include  participant  contributions  and service related  eligibility
     requirements.  Upon retirement,  such employees are considered to have been
     employees of AEFC. Costs of these plans charged to operations in 1998, 1997
     and 1996 were $nil.

     Charges  by IDS  Life  and  AEFC  for use of  joint  facilities,  marketing
     services and other services aggregated $2,910,  $2,536 and $3,142 for 1998,
     1997 and  1996,  respectively.  Certain  of these  costs  are  included  in
     deferred policy acquisition costs.

6.   Lines of credit

     The Company has an available  line of credit with AEFC of $10,000 at AEFC's
     cost of funds.  The interest  rate for the line of credit is AEFC's cost of
     funds,  ranging from 20 to 45 basis points over an established index. There
     were no borrowings outstanding under this agreement at December 31, 1998 or
     1997.

7.   Commitments and contingencies

     A number of lawsuits  have been filed  against life and health  insurers in
     jurisdictions in which the Company conducts  business  involving  insurers'
     sales practices,  alleged agent misconduct,  failure to properly  supervise
     agents, and other matters.  The Company,  along with AEFC and its insurance
     subsidiaries,  has been  named  as a  defendant  in one of  these  types of
     actions.

     The plaintiffs  purport to represent a class  consisting of all persons who
     purchased  policies or contracts  from IDS Life and its  subsidiaries.  The
     complaint   puts   at   issue   various   alleged   sales   practices   and
     misrepresentations,  alleged  breaches  of  fiduciary  duties  and  alleged
     violations  of  consumer  fraud  statutes.  IDS Life  and its  subsidiaries
     believe  they  have  meritorious  defenses  to the  claims  raised  in this
     lawsuit.

     The outcome of any litigation  cannot be predicted with  certainty.  In the
     opinion of  management,  however,  the ultimate  resolution of this lawsuit
     should  not have a  material  adverse  effect  on the  Company's  financial
     position.

     The  Company  has an  agreement  whereby it ceded 100 percent of a block of
     individual  life  insurance  and  individual  annuities to an  unaffiliated
     company. At December 31, 1998 and 1997, traditional life insurance in-force
     aggregated  $191,972  and  $216,961,  respectively,  of which  $191,737 and
     $216,726 were reinsured at the respective year ends.  Under all reinsurance
     agreements,  premiums  ceded to reinsurers  amounted to $1,354,  $1,346 and
     $1,351 for the years ended  December 31, 1998,  1997 and 1996.  Reinsurance
     recovered from  reinsurers  amounted to $601, $718 and $2,027 for the years
     ended  December  31,  1998,  1997 and 1996.  Reinsurance  contracts  do not
     relieve the Company from its primary obligations to policyholders.

<PAGE>

8.   Fair values of financial instruments

     The Company  discloses fair value  information for most on- and off-balance
     sheet  financial  instruments  for which it is practicable to estimate that
     value.  Fair  value  of life  insurance  obligations,  receivables  and all
     non-financial instruments, such as deferred acquisition costs are excluded.
     Off-balance sheet intangible assets are also excluded.  Management believes
     the value of excluded assets and liabilities is significant. The fair value
     of the Company,  therefore,  cannot be estimated by aggregating the amounts
     presented.

<TABLE>
<CAPTION>

                                                                                     December 31,
                                                                         1998                    1997

                                                       Carrying           Fair           Carrying           Fair
    Financial Assets                                    Amount            Value            Amount           Value
    ----------------                                --  --------         ------       -    ------          ------
    Investments in fixed maturities (Note 2)
<S>                                                    <C>            <C>                <C>              <C>      
      Held to maturity                                 $  13,894      $     14,307       $  17,698        $  18,153
      Available for sale                                 273,873           273,873         216,161          216,161
    Cash and cash equivalents (Note 1)                    13,992            13,992           3,756            3,756
    Separate account assets                               12,614            12,614           1,280            1,280

    Financial Liabilities
    Future policy benefits for fixed
      Annuities                                         $268,285        $  258,578        $206,516         $200,209
    Separate account liabilities                          12,614            11,851           1,280            1,233

</TABLE>

     At December 31, 1998 and 1997, the carrying amount and fair value of future
     policy  benefits  for  fixed  annuities   exclude  life   insurance-related
     contracts  carried  at $63 and $15,  respectively.  The fair value of these
     benefits is based on the status of the  annuities  at December 31, 1998 and
     1997.  The  fair  values  of  deferred   annuities  and  separate   account
     liabilities are estimated as the carrying amount less applicable  surrender
     charges.  The fair value for annuities in non-life contingent payout status
     is estimated as the present  value of projected  benefit  payments at rates
     appropriate for contracts issued in 1998 and 1997.

<PAGE>

9.   Statutory insurance accounting practices

     Reconciliations  of  net  income  for  the  years  ended  December  31  and
     stockholder's equity at December 31, as shown in the accompanying financial
     statements,  to that determined using statutory accounting practices are as
     follows:

<TABLE>
<CAPTION>

                                                                       1998              1997             1996
                                                                 --    ----       --     ----       --    ----

<S>                                                                   <C>              <C>               <C>    
    Net income, per accompanying financial statements                 $ 2,316          $ 1,966           $ 1,165
    Deferred policy acquisition costs                                  (3,719)          (5,175)           (3,177)
    Adjustments of future policy benefit liabilities                    3,540            2,222               (57)
    Deferred federal income taxes                                        (295)             574             1,457
    IMR gain/loss transfer and amortization                              (148)             (16)               47
    Deferred surrender charge                                             665               --                --
    Prior period adjustment                                                --               --              (313)
    Other, net                                                           (252)             255                16
                                                                     ---------        --------         ---------
    Net income (loss), on basis of statutory
      accounting practices                                            $ 2,107          $  (174)          $  (862)
                                                                      =======          =======           =======

    Stockholder's equity, per accompanying
      financial statements                                            $47,005          $35,316
    Deferred policy acquisition costs                                 (12,864)          (9,280)
    Adjustments of future policy benefit liabilities                    8,694            5,367
    Adjustments of reinsurance ceded reserves                          (2,515)          (2,728)
    Deferred federal income taxes                                       1,758            2,391
    Asset valuation reserve                                            (2,986)          (2,107)
    Net unrealized gain on investments                                 (4,390)          (5,220)
    Interest maintenance reserve                                         (227)             (79)
    Other, net                                                            637              219
                                                                   ----------       ----------
    Stockholder's equity on basis of statutory
      accounting practices                                            $35,112          $23,879
                                                                      =======          =======

</TABLE>

<PAGE>

10.  Year 2000 (unaudited)

     The Year 2000 issue is the result of computer  programs having been written
     using two digits rather than four to define a year.  Any programs that have
     time-sensitive  software  may  recognize a date using "00" as the year 1900
     rather  than 2000.  This could  result in the  failure of major  systems or
     miscalculations,  which could have a material  impact on the  operations of
     the Company.  All of the systems used by the Company are maintained by AEFC
     and are  utilized by multiple  subsidiaries  and  affiliates  of AEFC.  The
     Company's  business is heavily  dependent upon AEFC's computer  systems and
     has significant interactions with systems of third parties.

     A comprehensive  review of AEFC's computer systems and business  processes,
     including those specific to the Company, has been conducted to identify the
     major  systems  that could be affected  by the Year 2000  issue.  Steps are
     being taken to resolve any potential  problems  including  modification  to
     existing  software and the  purchase of new  software.  These  measures are
     scheduled to be completed and tested on a timely basis.  AEFC's target date
     for  substantially  completing  corrective  measures on  business  critical
     systems was  December 31, 1998.  Substantial  testing of these  systems was
     targeted for completion early in 1999. AEFC is currently on track with this
     schedule and is also on track to finish the work on non-critical systems by
     June 30, 1999.

     AEFC  continues to evaluate  the Year 2000  readiness of advisors and other
     third parties whose system  failures  could have an impact on the Company's
     operations.  The potential  materiality  of any such impact is not known at
     this time.

     AEFC's Year 2000 project includes  establishing Year 2000 contingency plans
     for all key business  units.  Business  continuation  plans,  which address
     business continuation in the event of a system disruption, are in place for
     all key business units.  These plans are being amended to include  specific
     Year 2000 considerations and will continue to be refined throughout 1999 as
     additional information related to potential Year 2000 exposure is gathered.

<PAGE>

PART C.

Item 24.          Financial Statements and Exhibits

(a)      Financial Statements included in Part B of this Registration Statement:

         The audited financial statements of American Centurion Life Assurance
         Company:
         Balance sheets as of Dec. 31, 1998 and 1997; and
         Related statements of income, stockholder's equity and cash flows for 
         the years ended Dec. 31, 1998, 1997 and 1996.
         Notes to Financial Statements
         Report of Independent Auditors dated February 4, 1999.

(b)      Exhibits:

1.       Certificate establishing the ACL Variable Annuity Account 2 dated
         December 1, 1995, filed electronically as Exhibit 1 to Pre-Effective
         Amendment No. 1 to Registration Statement No. 333-00519, filed on or
         about February 5, 1997, is incorporated herein by reference.

2.       Not applicable.

3.   Form of Variable Annuity  Distribution  Agreement filed  electronically  as
     Exhibit 3 to  Pre-Effective  Amendment No. 2 to Registration  Statement No.
     333-00519,  filed on or about April 30,  1997,  is  incorporated  herein by
     reference.

4.1  Form of Flexible  Payment  Deferred  Annuity  Contract (form 45054),  filed
     electronically  as  Exhibit  4.1  to  Pre-Effective   Amendment  No.  2  to
     Registration Statement No. 333-00519,  filed on or about April 30, 1997, is
     incorporated herein by reference.

4.2      Form of Annuity Endorsement (form 45065) filed on or about June 22,
         1998, filed electronically as Exhibit 4.2 to Post-Effective Amendment
         No. 3 to Registration Statement No. 333-00519, filed on or about
         November 4, 1998 is incorporated herein by reference.

5.       Application for American Centurion Life Variable Annuity (form 45055),
         filed electronically as Exhibit 5.1 to Pre-Effective Amendment No. 2 
         to Registration Statement No. 333-00519, filed on or about April 30, 
         1997, is incorporated herein by reference.

6.1  Amended and Restated By-Laws of American  Centurion Life Assurance Company,
     filed  electronically  as Exhibit 6.1 to  Pre-Effective  Amendment No. 1 to
     Registration  Statement No. 333-00519,  filed on or about February 5, 1997,
     is incorporated herein by reference.

6.2  Amended and Restated  Articles of Incorporation of American  Centurion Life
     Assurance  Company,  filed  electronically  as Exhibit 6.2 to Pre-Effective
     Amendment No. 1 to Registration Statement No. 333-00519,  filed on or about
     February 5, 1997, is incorporated herein by reference.

6.3  Emergency  By-Laws of American  Centurion  Life  Assurance  Company,  filed
     electronically  as  Exhibit  6.3  to  Pre-Effective   Amendment  No.  1  to
     Registration  Statement No. 333-00519,  filed on or about February 5, 1997,
     is incorporated herein by reference.

7.    Not applicable.

<PAGE>

8.1      Copy of Amendment 1 to Participation Agreement among Putnam Variable
         Trust, Putnam Mutual Funds Corp. and American Centurion Life Assurance
         Company, dated October 14, 1998, filed electronically as Exhibit 8.1 to
         Post-Effective Amendment No. 3 to Registration Statement No. 333-00519,
         filed on or about November 4, 1998 is incorporated herein by reference.
         Copy of Participation Agreement among Putnam Variable Trust, Putnam
         Mutual Funds Corp. and American Centurion Life Assurance Company, dated
         April 30, 1997, filed electronically as Exhibit 8.1 to Pre-Effective
         Amendment No. 3 to Registration Statement No. 333-00519, filed on or
         about November 4, 1998 is incorporated herein by reference.

8.2      Copy of Amendment No. 1 to Participation Agreement by and among OCC
         Accumulation Trust, American Centurion Life Assurance Company and OCC
         Distributors, dated October 14, 1998, filed electronically as Exhibit
         8.2 to Post-Effective Amendment No. 3 to Registration Statement No.
         333-00519, filed on or about November 4, 1998 is incorporated herein by
         reference. Copy of Participation Agreement by and among OCC
         Accumulation Trust and American Centurion Life Assurance Company and
         OCC Distributors, dated September 17, 1997, filed electronically as
         Exhibit 8.2 to Pre-Effective Amendment No. 3 to Registration Statement
         No. 333-00519, filed on or about November 4, 1998 is incorporated
         herein by reference.

8.3      Form of Extension of Participation Agreement Termination date among
         American Centurion Life Assurance Company, G.T. Global Variable
         Investment Trust, G.T. Global Variable Investment Series and G.T.
         Global Inc., dated October 20, 1998, and Copy of Notice of Termination
         of Participation Agreement among American Centurion Life Assurance
         Company, G.T. Global Variable Investment Trust, G.T. Global Variable
         Investment Series and G.T. Global, Inc., dated August 25, 1998, filed
         electronically as Exhibit 8.3 to Post-Effective Amendment No. 3 to
         Registration Statement No. 333-00519, filed on or about November 4,
         1998 is incorporated herein by reference. Copy of Participation
         Agreement among American Centurion Life Assurance Company and GT Global
         Variable Investment Trust and GT Global Variable Investment Series and
         GT Global, Inc., dated May 30, 1997, filed electronically as Exhibit
         8.3 to Pre-Effective Amendment No. 3 to Registration Statement No.
         333-00519, filed on or about November 4, 1998 is incorporated herein by
         reference.

8.4  Copy of  Amendment  No. 1 to Fund  Participation  Agreement,  by and  among
     American  Centurion Life Assurance  Company,  American  Century  Investment
     Management,  Inc. and American  Century  Variable  Portfolios  Inc.,  dated
     August 21,  1998,  filed  electronically  as Exhibit 8.4 to  Post-Effective
     Amendment No. 3 to Registration Statement No. 333-00519,  filed on or about
     November 4, 1998 is incorporated herein by reference. Copy of Participation
     Agreement by and among  American  Centurion  Life  Assurance  Company,  TCI
     Portfolios,  Inc. and Investors Research Corporation,  dated July 31, 1996,
     filed  electronically as Exhibit 8.2 to  Post-Effective  Amendment No. 2 to
     Registration Statement No. 333-00041, is incorporated herein by reference.

8.5      Copy of Amendment to Participation Agreement dated October 23, 1996
         between Janus Aspen Series and American Centurion Life Assurance
         Company, amendment dated October 8, 1997, filed electronically as
         Exhibit 8.5 to Post-Effective Amendment No. 3 to Registration Statement
         No. 333-00519, filed on or about November 4, 1998 is incorporated
         herein by reference. Copy of Participation Agreement between Janus
         Aspen Series and American Centurion Life Assurance Company, dated
         October 23, 1997, filed electronically as Exhibit 8.3 to Post-Effective
         Amendment No. 2 to Registration Statement No. 333-00041, is
         incorporated herein by reference.

8.6      Copy of Participation Agreement among AIM Variable Insurance Funds,
         Inc., AIM Distributors, Inc., American Centurion Life Assurance Company
         and American Express Financial Advisors Inc., dated October 30, 1997,
         filed electronically as Exhibit 8.6 to Post-Effective Amendment No. 3
         to Registration Statement No. 333-00519, filed on or about November 4,
         1998 is incorporated herein by reference.

<PAGE>

8.7      Copy of Participation Agreement among Oppenhiemer Variable Account
         Funds, Oppenheimer Funds, Inc., and American Centurion Life Assurance
         Company, dated September 4, 1998, filed electronically to
         Post-Effective Amendment No. 3 to Registration Statement No. 333-00519,
         filed on or about November 4, 1998 is incorporated herein by reference.

9.       Opinion of counsel and consent to its use as to the legality of the
         securities being registered is filed electronically herewith.

10.      Consent of Independent Auditors is filed electronically herewith.

11.      None.

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 as Exhibit 13 to Pre-Effective Amendment No. 1 to
         Registration Statement No. 333-00519, filed on or about February 5,
         1997, is incorporated herein by reference.

14.      Power of Attorney to sign Amendments to this Registration Statement,
         dated April 14, 1999, is filed electronically herewith.

<TABLE>
<CAPTION>
Item 25. Directors and Officers of the Depositor (American Centurion Life 
Assurance Company)
<S>                                  <C>                                      <C>           

Name                                  Principal Business Address               Positions and Offices with
                                                                               Depositor
- ------------------------------------- ---------------------------------------- -----------------------------------

Timothy V. Bechtold                   IDS Tower 10                             Director and President
                                      Minneapolis, MN  55440

Maureen A. Buckley                    IDS Tower 10                             Director, Vice President, Chief
                                      Minneapolis, MN  55440                      Operating Officer and Consumer
                                                                                  Affairs Officer

Rodney P. Burwell                     IDS Tower 10                             Director
                                      Minneapolis, MN  55440

John R. Cattau                        American Express Tower                   Director
                                      World Financial Center
                                      New York, NY  10285

James E. Choat                        IDS Tower 10                             Executive Vice
                                      Minneapolis, MN  55440                      President-Institutional
                                                                                  Products Group

Robert R. Grew                        IDS Tower 10                             Director
                                      Minneapolis, MN  55440

Lorraine R. Hart                      IDS Tower 10                             Vice President-Investments
                                      Minneapolis, MN  55440

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

Jeffrey S. Horton                     IDS Tower 10                             Vice President and Treasurer
                                      Minneapolis, MN  55440

<PAGE>

Jean B. Keffeler                      IDS Tower 10                             Director
                                      Minneapolis, MN  55440

Richard W. Kling                      IDS Tower 10                             Director and Chairman of the Board
                                      Minneapolis, MN  55440

Eric L. Marhoun                       IDS Tower 10                             General Counsel and Secretary
                                      Minneapolis, MN  55440

Thomas R. McBurney                    IDS Tower 10                             Director
                                      Minneapolis, MN  55440

Edward J. Muhl                        IDS Tower 10                             Director
                                      Minneapolis, MN  55440

Thomas V. Nicolosi                    IDS Tower 10                             Director
                                      Minneapolis, MN  55440

Stephen P. Norman                     IDS Tower 10                             Director
                                      Minneapolis, MN  55440

F. Dale Simmons                       IDS Tower 10                             Vice President-Real Estate Loan
                                      Minneapolis, MN  55440                      Management

Richard M. Starr                      IDS Tower 10                             Director
                                      Minneapolis, MN  55440

Philip C. Wentzel                     IDS Tower 10                             Vice President and
                                      Minneapolis, MN  55440                      Controller-Risk Management

Michael R. Woodward                   IDS Tower 10                             Director
                                      Minneapolis, MN  55440
</TABLE>

Item 26. Persons Controlled by or Under Common Control with the Depositor or 
         Registrant

                  American Centurion Life Assurance 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 of
Name of Subsidiary
Incorporation

<TABLE>
<CAPTION>
<S>                                                                                   <C>    

I. Travel Related Services

     American Express Travel Related Services Company, Inc.                             New York

II. International Banking Services

     American Express Bank Ltd.
     Connecticut

<PAGE>

III. Companies engaged in Financial Services

     Advisory Capital Partners LLC                                                      Delaware
     Advisory Capital Strategies Group Inc.                                             Minnesota
     American Centurion Life Assurance Company                                          New York
     American Enterprise Investment Services Inc.                                       Minnesota
     American Enterprise Life Insurance Company                                         Indiana
     American Express Asset Management Group Inc.                                       Minnesota
     American Express Asset Management International Inc.                               Delaware
     American Express Asset Management International (Japan) Ltd.                       Japan
     American Express Asset Management Ltd.                                             England
     American Express Client Service Corporation                                        Minnesota
     American Express Corporation                                                       Delaware
     American Express Financial Advisors Inc.                                           Delaware
     American Express Financial Advisors Japan Inc.                                     Delaware
     American Express Financial Corporation                                             Delaware
     American Express Insurance Agency of Arizona Inc.                                  Arizona
     American Express Insurance Agency of Idaho Inc.                                    Idaho
     American Express Insurance Agency of Nevada Inc.                                   Nevada
     American Express Insurance Agency of Oregon Inc.                                   Oregon
     American Express Minnesota Foundation                                              Minnesota
     American Express Property Casualty Insurance Agency of Kentucky Inc.               Kentucky
     American Express Property Casualty Insurance Agency of Maryland Inc.               Maryland
     American Express Property Casualty Insurance Agency of Mississippi Inc.
     Mississippi
     American Express Property Casualty Insurance Agency of Pennsylvania Inc.
     Pennsylvania
     American Express Trust Company                                                     Minnesota
     American Partners Life Insurance Company                                           Arizona
     IDS Cable Corporation                                                              Minnesota
     IDS Cable II Corporation                                                           Minnesota
     IDS Capital Holdings Inc.                                                          Minnesota
     IDS Certificate Company                                                            Delaware
     IDS Futures Brokerage Group                                                        Minnesota
     IDS Futures 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 Ltd.
     Mississippi
     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 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

<PAGE>

     IDS Sales Support Inc.                                                             Minnesota
     Investors Syndicate Development Corp.                                              Nevada
     Public Employee Payment Company                                                    Minnesota

</TABLE>

Item 27. Number of Contract owners

                  As of March 31, 1999, there were 128 contract owners of
                  qualified contracts and there were 302 owners of non-qualified
                  contracts.

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 directors, 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.

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., Growth Trust; Growth and Income Trust;
         Income Trust, Tax-Free Income Trust, World Trust and IDS Certificate
         Company.

<PAGE>

(b) As to each director, officer or partner of the principal underwriter:

<TABLE>
<CAPTION>
<S>                                      <C>                                   <C>    

Name and Principal Business Address        Position and Offices with            Positions with Offices with
                                           Underwriter                          Registrant
- ------------------------------------------ ------------------------------------ -----------------------------

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

Douglas A. Alger                           Senior Vice President - Human        None
IDS Tower 10                               Resources
Minneapolis, MN  55440

Peter J. Anderson                          Senior Vice President - Investment   Vice President
IDS Tower 10                               Operations
Minneapolis, MN  55440

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

John M. Baker                              Vice President - Plan Sponsor        None
IDS Tower 10                               Services
Minneapolis, MN  55440

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

Timothy V. Bechtold                        Vice President - Risk Management     Director and President
IDS Tower 10                               Products
Minneapolis, MN  55440

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

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

John C. Boeder                             Vice President - Nonproprietary      None
IDS Tower 10                               Products
Minneapolis, MN  55440

Walter K. Booker                           Group Vice President - New Jersey    None
IDS Tower 10
Minneapolis, MN  55440

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

<PAGE>

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

Douglas W. Brewers                         Vice President - Sales Support       None
IDS Tower 10
Minneapolis, MN  55440

Karl J. Breyer                             Corporate Senior Vice President      None
IDS Tower 10
Minneapolis, MN  55440

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

Mark W. Carter                             Senior Vice President and Chief      None
IDS Tower 10                               Marketing Officer
Minneapolis, MN  55440

James E. Choat                             Senior Vice President -              Executive Vice President -
IDS Tower 10                               Institutional Products Group         Institutional Products Group
Minneapolis, MN  55440

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

Paul A. Connolly                           Vice President - Advisor Staffing,   None
IDS Tower 10                               Training and Support
Minneapolis, MN  55440

Henry J. Cormier                           Group Vice President - Connecticut   None
Commerce Center One
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 Assistant         None
IDS Tower 10                               General Counsel
Minneapolis, MN  55440

Luz Maria Davis                            Vice President - Communications      None
IDS Tower 10
Minneapolis, MN  55440

<PAGE>

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

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

Douglas K. Dunning                         Vice President - Assured Assets      None
IDS Tower 10                               Product Development and Management
Minneapolis, MN  55440

James P. Egge                              Group Vice President - Western       None
4305 South Louise, Suite 202               Iowa, Nebraska, Dakotas
Sioux Falls, SD  57103

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

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

Phillip W. Evans,                          Group Vice President - Rocky         None
Suite 600                                  Mountain
6985 Union Park Center
Midvale, UT  84047-4177

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

Douglas L. Forsberg                        Vice President - Institutional       None
IDS Tower 10                               Products Group
Minneapolis, MN  55440

Jeffrey P. Fox                             Vice President and Corporate         None
IDS Tower 10                               Controller
Minneapolis, MN  55440

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

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

David A. Hammer                            Vice President and Marketing         None
IDS Tower 10                               Controller
Minneapolis, MN  55440

<PAGE>

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

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

Lorraine R. Hart                           Vice President - Insurance           Vice President, Investments
IDS Tower 10                               Investments
Minneapolis, MN  55440

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

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

Janis K. Heaney                            Vice President - Incentive           None
IDS Tower 10                               Management
Minneapolis, MN  55440

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

Jon E. Hjelm                               Group Vice President - Rhode         None
310 Southbridge Street                     Island/Central - Western
Auburn, MA  01501                          Massachusetts

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

Jeffrey S. Horton                          Vice President and Treasurer         None
IDS Tower 10
Minneapolis, MN  55440

David R. Hubers                            Chairman, President and Chief        Board member
IDS Tower 10                               Executive Officer
Minneapolis, MN  55440

Martin G. Hurwitz                          Vice President - Senior Portfolio    None
IDS Tower 10                               Manager
Minneapolis, MN  55440

James M. Jensen                            Vice President - Insurance Product   None
IDS Tower 10                               Development and Management
Minneapolis, MN  55440

Marietta L. Johns                          Senior Vice President - Field        None
IDS Tower 10                               Management
Minneapolis, MN  55440

<PAGE>

Nancy E. Jones                             Vice President - Business            None
IDS Tower 10                               Development
Minneapolis, MN  55440

Ora J. Kaine                               Vice President - Financial           None
IDS Tower 10                               Advisory Services
Minneapolis, MN  55440

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

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

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

Richard W. Kling                           Senior Vice President - Products     Director and Chairman of
IDS Tower 10                                                                    the Board
Minneapolis, MN  55440

John M. Knight                             Vice President - Investment          Treasurer
IDS Tower 10                               Accounting
Minneapolis, MN  55440

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

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

David S. Kreager                           Group Vice President - Greater       None
Suite 108                                  Michigan
Trestle Bridge V
5126 Lovers Lane
Kalamazoo, MI  49002

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

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

Kurt A. Larson                             Vice President - Senior Portfolio    None
IDS Tower 10                               Manager
Minneapolis, MN  55440

Lori J. Larson                             Vice President - Brokerage and       None
IDS Tower 10                               Direct Services
Minneapolis, MN  55440

<PAGE>

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

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

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

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

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

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

Sarah A. Mealey                            Vice President - Mutual Funds        None
IDS Tower 10
Minneapolis, MN  55440

Paula R. Meyer                             Vice President - Assured Assets      None
IDS Tower 10
Minneapolis, MN  55440

William P. Miller                          Vice President and Senior            None
IDS Tower 10                               Portfolio Manager
Minneapolis, MN  55440

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

Pamela J. Moret                            Vice President - Variable Assets     None
IDS Tower 10
Minneapolis, MN  55440

Alan D. Morgenstern                        Group Vice President - Central       None
Suite 200                                  California/Western Nevada
3500 Market Street
Camp Hill, NJ  17011

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

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

<PAGE>

Thomas V. Nicolosi                         Group Vice President - New York      Director
Suite 220                                  Metro Area
500 Mamaroneck Avenue
Harrison, NY  10528

Michael J. O'Keefe                         Vice President - Advisory Business   None
IDS Tower 10                               Systems
Minneapolis, MN  55440

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

Marc A. Parker                             Group Vice President -               None
10200 SW Greenburg Road                    Portland/Eugene
Suite 110
Portland, OR  97223

Carla P. Pavone                            Vice President - Compensation and    None
IDS Tower 10                               Field Administration
Minneapolis, MN  55440

Thomas P. Perrine                          Senior Vice President - Group        None
IDS Tower 10                               Relationship Leader/American
Minneapolis, MN  55440                     Express Technologies Financial
                                           Services

Susan B. Plimpton                          Vice President - Marketing Services  None
IDS Tower 10
Minneapolis, MN  55440

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 Assistant         None
IDS Tower 10                               General Counsel
Minneapolis, MN  55440

Diana R. Prost                             Group Vice President -               None
3030 N.W. Expressway                       Kansas/Oklahoma
Suite 900
Oklahoma City, OK  73112

James M. Punch                             Vice President and Project Manager   None
IDS Tower 10                               - Platform I Value Enhanced
Minneapolis, MN  55440

Frederick C. Quirsfeld                     Senior Vice President - Fixed        None
IDS Tower 10                               Income
Minneapolis, MN  55440

Rollyn C. Renstrom                         Vice President - Corporate           None
IDS Tower 10                               Planning and Analysis
Minneapolis, MN  55440

<PAGE>

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

ReBecca K. Roloff                          Senior Vice President - Field        None
IDS Tower 10                               Management and Financial Advisory
Minneapolis, MN  55440                     Service

Stephen W. Roszell                         Senior Vice President -              None
IDS Tower 10                               Institutional
Minneapolis, MN  55440

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

Erven A. Samsel                            Senior Vice President - Field        None
45 Braintree Hill Park                     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 - Arizona/Las   None
Suite 205                                  Vegas
7333 E. Doubletree Ranch Rd
Scottsdale, AZ  85258

Stuart A. Sedlacek                         Senior Vice President and Chief      None
IDS Tower 10                               Financial Officer
Minneapolis, MN  55440

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

F. Dale Simmons                            Vice President - Senior Portfolio    Vice President, Real Estate
IDS Tower 10                               Manager, Insurance Investments       Loan Management
Minneapolis, MN  55440

Judy P. Skoglund                           Vice President - Quality and         None
IDS Tower 10                               Service Support
Minneapolis, MN  55440

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

Bridget Sperl                              Vice President - Geographic          None
IDS Tower 10                               Service Teams
Minneapolis, MN  55440

<PAGE>

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

Lisa A. Steffes                            Vice President - Cardmember          None
IDS Tower 10                               Initiatives
Minneapolis, MN  55440

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

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

James J. Strauss                           Vice President and General Auditor   None
IDS Tower 10
Minneapolis, MN  55440

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

Barbara Stroup Stewart                     Vice President - Channel             None
IDS Tower 10                               Development
Minneapolis, MN  55440

Craig P. Taucher                           Group Vice President -               None
Suite 150                                  Orlando/Jacksonville
4190 Belfort Road
Jacksonville, FL  32216

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

John R. Thomas                             Senior Vice President                None
IDS Tower 10
Minneapolis, MN  55440

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

Charles F. Wachendorfer                    Group Vice President - Detroit       None
Suite 100                                  Metro
Stanford Plaza II
7979 East Tufts Ave. Pkwy
Denver, CO  80237

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

<PAGE>

Donald F. Weaver                           Group Vice President - Greater       None
3500 Market Street, Suite 200              Pennsylvania
Camp Hill, PA  17011

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

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

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

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

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

Eric S. Williams                           Group Vice President - Virginia      None
Suite 250
3951 Westerre Parkway
Richmond, VA  23233

William J. Williams                        Group Vice President - Western       None
Two North Tamiami Trail                    Florida
Suite 702
Sarasota, FL  34236

<PAGE>

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

Michael D. Wolf                            Vice President - Senior Portfolio    None
IDS Tower 10                               Manager
Minneapolis, MN  55440

Michael R. Woodward                        Senior Vice President - Field        Director
32 Ellicott St.                            Management
Suite 100
Batavia, NY  14020
</TABLE>

Item 29(c).
<TABLE>
<CAPTION>
<S>                    <C>                   <C>                  <C>                   <C>    

                        Net Underwriting
Name of Principal       Discounts and         Compensation  on     Brokerage
Underwriter             Commissions           Redemption           Commissions           Compensation

American Express        682,400               3,628                None                  None
Financial Advisors
Inc.

</TABLE>

<PAGE>

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 in the
                           prospectus that the applicant can remove to send for
                           a Statement of Additional Information.

                  (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 American
                           Centurion Life Contract Owner Service at the address
                           or phone number listed in the prospectus.

                  (d)      The sponsoring insurance company represents that the
                           fees and charges deducted under the contract, in the
                           aggregate, are reasonable in relation to the services
                           rendered, the expenses expected to be incurred, and
                           the risks assumed by the insurance company.

<PAGE>

                                            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,
certifies that it meets all of the requirements for effectiveness of this
Amendment to its Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Amendment to its Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Minneapolis, and State of Minnesota, on the 28th day
of April, 1999.


                                    ACL VARIABLE ANNUITY ACCOUNT 2
                                            (Registrant)

                                  By American Centurion Life Assurance Company
                                            (Depositor)

                                    By /s/  Timothy V. Bechtold*               
                                            Timothy V. Bechtold
                                            Director and President


As required by the Securities Act of 1933, this Amendment to the Registration
Statement has been signed by the following persons in the capacities indicated
on the 28th day of April, 1999.
<TABLE>
<CAPTION>

Signature                                            Title
<S>                                                 <C>    

/s/  Timothy V. Bechtold*                            Director and President
     Timothy V. Bechtold

/s/  Maureen A. Buckley*                             Director, Vice President, 
     Maureen A. Buckley                              Chief Operating Officer
                                                     and Consumer Affair Officer

/s/  Rodney P. Burwell*                              Director
     Rodney P. Burwell

/s/  John R. Cattau*                                 Director
     John R. Cattau

/s/  Robert R. Grew*                                 Director
     Robert R. Grew

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

/s/  Jeffrey S. Horton*                              Vice President
     Jeffrey S. Horton                               and Treasurer

<PAGE>

Signature                                            Title


/s/  Jean B. Keffeler*                               Director
     Jean B. Keffeler

/s/  Richard W. Kling*                               Director and Chairman of the Board
     Richard W. Kling

/s/  Thomas R. McBurney*                             Director
     Thomas R. McBurney

/s/  Edward J. Muhl*                                 Director
     Edward J. Muhl

/s/  Thomas V. Nicolosi*                             Director
     Thomas V. Nicolosi


/s/  Stephen P. Norman*                              Director
     Stephen P. Norman


/s/  Richard M. Starr*                               Director
     Richard M. Starr


/s/  Michael R. Woodward*                            Director
     Michael R. Woodward
</TABLE>

*Signed pursuant to Power of Attorney, dated April 14, 1999, filed 
 electronically as Exhibit 14 to Post-Effective Amendment No. 4 to Registration
 Statement No. 333-00519.




By:/s/ Mary Ellyn Minenko
       Mary Ellyn Minenko

<PAGE>

                            CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 4
                              TO REGISTRATION STATEMENT NO. 333-00519

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

The Cover Page.

Part A.

         The prospectus.

Part B.

         Statement of Additional Information.

         Financial Statements

Part C.

         Other Information.

         The signatures.



ACL Personal Portfolio Plus 2
Registration Statement 333-00519

EXHIBIT INDEX

Exhibit  9        Opinion of Counsel.

Exhibit  10       Consent of Independent Auditors.

Exhibit 14        Power of Attorney dated April 14, 1999.







April 28, 1999

American Centurion Life Assurance Company
20 Madison Avenue Extension
P.O. Box 5555
Albany, NY 12205-0555

RE:      ACL Variable Annuity Account 2
         Post-Effective Amendment No. 4
         File No.:  333-00519/811-07511

Ladies and Gentlemen:

I am familiar with the establishment of the ACL Variable Annuity Account 2
("Account"), which is a separate account of American Centurion Life Assurance
Company ("Company") established by the Company's Board of Directors according to
applicable insurance law. I also am familiar with the above-referenced
Registration Statement filed by the Company on behalf of the Account with the
Securities and Exchange Commission.

I have made such examination of law and examined such documents and records as
in my judgment are necessary and appropriate to enable me to give the following
opinion:

1.   The Company is duly incorporated, validly existing and in good standing
     under applicable state law and is duly licensed or qualified to do business
     in each jurisdiction where it transacts business. The Company has all
     corporate powers required to carry on its business and to issue the
     contracts.

2.   The Account is a validly created and existing separate account of the
     Company and is duly authorized to issue the securities registered.

3.   The contracts issued by the Company, when offered and sold in accordance
     with the prospectus contained in the Registration Statement and in
     compliance with applicable law, will be legally issued and represent
     binding obligations of the Company in accordance with their terms.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.

Sincerely,


/s/ Mary Ellyn Minenko
    Mary Ellyn Minenko
    Group Counsel



                         Consent of Independent Auditors




We consent to the use of our report dated February 4, 1999 on the financial
statements American Centurion Life Assurance Company and our report dated March
12, 1999 on the financial statements of American Centurion Variable Annuity
Account 2 in Post-Effective Amendment No. 4 to the Registration Statement (Form
N-4, No. 333-00519) and related Prospectus for the registration of the ACL
Personal Portfolio and ACL Personal Portfolio Plus 2 Annuity Contracts to be
offered by American Centurion Life Assurance Company.






/s/ Ernst & Young LLP.
    Minneapolis, Minnesota
April 27, 1999



                    AMERICAN CENTURION LIFE ASSURANCE COMPANY

                                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) on behalf of the below listed registrants previously
have filed registration statements and amendments thereto pursuant to the
requirements of the Securities Act of 1933 and the Investment Company Act of
1940 with the Securities and Exchange Commission:
<TABLE>
<CAPTION>
<S>                                                                     <C>               <C>    

                                                                          1933 Act          1940 Act
                                                                          Reg. Number       Reg. Number

ACL Variable Annuity Account 1                                            333-00041         811-07475
     Privileged Assets Select Annuity (PASA-NY)
- ---------------------------------------------------

ACL Variable Annuity Account 2                                            333-00519         811-07511
     ACL Personal PortfolioSM/
     ACL Personal Portfolio Plus2 (ACL-PLUS 2)
</TABLE>

hereby  constitutes  and appoints  William A.  Stoltzmann,  Mary Ellyn  Minenko,
Eileen J. Newhouse,  Christopher R. Long,  Timothy S. Meehan 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
for existing or future products (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.

Dated the 14 day of April, 1999.


/s/  Timothy V. Bechtold            
     Timothy V. Bechtold
     Director and President


/s/  Maureen A. Buckley             
     Maureen A. Buckley
     Director, Vice President, Chief Operating Officer
     and Consumer Affairs Officer


/s/  Rodney P. Burwell              
     Rodney P. Burwell
     Director


/s/  John R. Cattau                 
     John R. Cattau
     Director

<PAGE>

/s/  Robert R. Grew                 
     Robert R. Grew
     Director


/s/  Jay C. Hatlestad               
     Jay C. Hatlestad
     Vice President and Controller


/s/  Jeffrey S. Horton              
     Jeffrey S. Horton
     Vice President and Treasurer


/s/  Jean B. Keffeler               
     Jean B. Keffeler
     Director


/s/  Richard W. Kling               
     Richard W. Kling
     Director and Chairman of the Board


/s/  Thomas R. McBurney             
     Thomas R. McBurney
     Director


/s/  Edward J. Muhl                 
     Edward J. Muhl
     Director


/s/  Thomas V. Nicolosi             
     Thomas V. Nicolosi
     Director


/s/  Stephen P. Norman              
     Stephen P. Norman
     Director


/s/  Richard M. Starr               
     Richard M. Starr
     Director


/s/  Michael R. Woodward            
     Michael R. Woodward
     Director



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