SEPARATE ACCOUNT KGC OF ALLMERICA FIN LIFE INS & ANNUITY CO
497, 2000-07-28
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                              SEPARATE ACCOUNT KGC
                             (KEMPER GATEWAY CUSTOM)

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

         SUPPLEMENT DATED AUGUST 1, 2000 TO PROSPECTUS DATED MAY 1, 2000


                                       ***


The second sentence of the first paragraph of WHAT ARE MY INVESTMENT CHOICES?
under the SUMMARY OF CONTRACT FEATURES is replaced with the following:

As of the date of this Prospectus, you may request allocations up to seventeen
variable Sub-Accounts at one time, in addition to the Kemper Money Market
Portfolio, prior to the Annuity Date.


                                       ***


The first sentence of the second paragraph of WHAT ARE MY INVESTMENT CHOICES?
under the SUMMARY OF CONTRACT FEATURES is replaced with the following:

Subject to the seventeen fund limit, you have a choice of Sub-Accounts investing
in the following Underlying Portfolios:


                                       ***


The third sentence of the first paragraph of CAN I MAKE TRANSFERS AMONG THE
INVESTMENT OPTIONS? under the SUMMARY OF CONTRACT FEATURES is replaced by the
following:

As of the date of this Prospectus, you may request allocations up to seventeen
variable Sub-Accounts at one time, in addition to the Kemper Money Market
Portfolio, prior to the Annuity Date.



                                       ***

The fourth paragraph of "A. Payments" under DESCRIPTION OF THE CONTRACT is
replaced by the following:

Generally, unless otherwise requested, all payments will be allocated among
investment options in the same proportion that the initial net payment is
allocated or, if subsequently changed, according to the most recent allocation
instructions. As of the date of this Prospectus, you may request allocations up
to seventeen variable Sub-Accounts at one time, in addition to the Kemper Money
Market Portfolio, prior to the Annuity Date.


                                       ***
SUPPLEMENT DATED AUGUST 1, 2000


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