SEPARATE ACCOUNT KG OF ALLMERICA FIN LIFE INS & ANNUITY CO
497, 1999-12-17
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                               SEPARATE ACCOUNT KG
                             (KEMPER GATEWAY ELITE)

             ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
                FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

     SUPPLEMENT TO PROSPECTUS DATED MAY 1, 1999 AS REVISED NOVEMBER 15, 1999

         THIS SUPPLEMENT SUPPLANTS THE SUPPLEMENT DATED DECEMBER 6, 1999


                                       ***


Under FEDERAL TAX CONSIDERATIONS, D. Provisions Applicable to Qualified Employer
Plans, the following is added as the first paragraph:

Federal income taxation of assets held inside a qualified retirement plan and of
earnings on those assets is deferred until distribution of plan benefits begins.
As such, it is not necessary to purchase a variable annuity contract solely to
obtain its tax deferral feature. However, other features offered under this
Contract and described in this Prospectus - such as the minimum guaranteed death
benefit, the guaranteed fixed annuity rates and the wide variety of investment
options - may make this Contract a suitable investment for your qualified
retirement plan.


                                       ***








SUPPLEMENT DATED DECEMBER 17, 1999


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