AMERICAN FIDELITY SEPARATE ACCOUNT B
497, 1997-11-25
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                        THE AFADVANTAGE VARIABLE ANNUITY

                                    issued by

                      AMERICAN FIDELITY SEPARATE ACCOUNT B

                                       and

                       AMERICAN FIDELITY ASSURANCE COMPANY

                                October 27, 1997


This prospectus  describes the AFAdvantage  Variable Annuity offered by American
Fidelity Assurance Company (American  Fidelity,  our, us or we). Our home office
is 2000 N. Classen Boulevard, Oklahoma City, Oklahoma 73106.

The  annuity  is a fixed  and  variable  deferred  annuity  policy  which has 10
Investment  Options - the Guaranteed  Interest  Account Option and the following
Portfolios:

     MERRILL LYNCH VARIABLE SERIES FUNDS, INC.
          Merrill Lynch Prime Bond Fund
          Merrill Lynch Special Value Focus Fund
          Merrill Lynch American Balanced Fund
          Merrill Lynch International Equity Focus Fund
          Merrill Lynch High Current Income Fund
     DREYFUS STOCK INDEX FUND
     THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
     DREYFUS VARIABLE INVESTMENT FUND
          Growth and Income Portfolio
          Small Company Stock Portfolio

Please read this prospectus  carefully  before  investing and keep it for future
reference.  It contains  important  information  about the AFAdvantage  Variable
Annuity.

To learn more about the  annuity  offered by this  prospectus,  you can obtain a
copy of the  Statement of Additional  Information  (SAI) dated October 27, 1997.
The SAI has been filed with the Securities and Exchange  Commission (SEC) and is
incorporated by reference into this prospectus. The Table of Contents of the SAI
is found on the last page of this  prospectus.  For a free copy of the SAI, call
us at (800)  662-1106 or write us at: P.O. Box 25523,  Oklahoma  City,  Oklahoma
73125-0523.

INVESTMENT  IN A VARIABLE  ANNUITY IS SUBJECT TO RISKS,  INCLUDING  THE POSSIBLE
LOSS OF  PRINCIPAL.  THE  POLICIES  ARE  NOT  DEPOSITS  OR  OBLIGATIONS  OF,  OR
GUARANTEED  OR ENDORSED  BY, ANY  FINANCIAL  INSTITUTION  AND ARE NOT  FEDERALLY
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD,
OR ANY OTHER AGENCY.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


                               TABLE OF CONTENTS

                                                                          PAGE

GLOSSARY OF TERMS                                                          4

SUMMARY                                                                    5
 
FEE TABLE                                                                  7

THE AFADVANTAGE VARIABLE ANNUITY                                          10
Policy Owner                                                              10
Joint Owner                                                               10
Beneficiary                                                               10
Assignment of the Policy                                                  10

ANNUITY PROVISIONS                                                        11
Annuity Date                                                              11
Selection of an Annuity Option                                            11   
Annuity Payments                                                          11
Annuity Options                                                           11

HOW TO PURCHASE THE AFADVANTAGE VARIABLE ANNUITY                          12
Purchase Payments                                                         12
Allocation of Purchase Payments                                           12
Right to Examine Policy                                                   12
Accumulation Units                                                        12

INVESTMENT OPTIONS                                                        13
Portfolios                                                                13
Guaranteed Interest Account Option                                        14
Voting Rights                                                             14
Substitution                                                              14
Transfers                                                                 15
Transfers during the Accumulation Phase                                   15
Transfers during the Annuity Phase                                        15
Automatic Dollar Cost Averaging                                           15
Asset Rebalancing                                                         15
 
PERFORMANCE                                                               15

EXPENSES                                                                  16
Insurance Charges                                                         16
Mortality and Expense Risk Charge                                         16
Administrative Charge                                                     16
Distribution Expense Charge                                               16
Policy Maintenance Charge                                                 16
Withdrawal Charge                                                         16
Reduction or Elimination of the Withdrawal Charge                         17
Transfer Fee                                                              17
Premium Taxes                                                             17
Income Taxes                                                              18
Portfolio Expenses                                                        18

TAXES                                                                     18
Annuities in General                                                      18
Qualified and Non-Qualified Policies                                      18
Tax Treatment of Withdrawals - Non-Qualified Policies                     19
Tax Treatment of Withdrawals - Qualified Policies                         19
Tax Treatment of Withdrawals - Tax-Sheltered Annuities                    19
Diversification                                                           20
 
WITHDRAWALS                                                               20
Systematic Withdrawal Program                                             20
Suspension of Payments or Transfers                                       21

LOANS                                                                     21

DEATH BENEFIT                                                             21
Death Benefit Amount                                                      21
Death of Owner Before Annuity Date                                        21
Death of Annuitant Before the Annuity Date                                22
Death of Owner After the Annuity Date                                     22
Death of Annuitant After the Annuity Date                                 22

OTHER INFORMATION                                                         23
American Fidelity                                                         23
The Separate Account                                                      23
Legal Proceedings                                                         23
Distribution                                                              23
Administration                                                            23
Financial Statements                                                      23

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION              24




                                GLOSSARY OF TERMS


Some of the terms used in this prospectus are technical.  To help you understand
these terms, we have defined them below and have capitalized them throughout the
prospectus.

ACCOUNTS: The Guaranteed Interest Account and the Portfolios.

ACCOUNT  VALUE:  The value of your Policy in the  Investment  Options during the
Accumulation Phase.

ACCUMULATION  PHASE: Until you decide to begin receiving Annuity Payments,  your
annuity is in the Accumulation Phase.

ACCUMULATION  UNIT: The unit of measurement we use to keep track of the value of
your Policy invested in the Portfolios during the Accumulation Phase.

ANNUITANT: The natural person on whose life Annuity Payments are based.

ANNUITY DATE: The date Annuity Payments begin. You can choose the month and year
in which Annuity Payments will begin.

ANNUITY OPTIONS:  You can choose among available  pay-out plans for your Annuity
Payments. These are referred to as Annuity Options.

ANNUITY  PAYMENTS:  You can receive  regular  income  payments from your Policy.
These are referred to as Annuity Payments.

ANNUITY PHASE: The period during which we make Annuity Payments.

ANNUITY UNIT: The unit of measurement we use to calculate your Annuity  Payments
during the Annuity Phase.

BENEFICIARY: The person or entity you name to receive any death benefits.

FUNDS:  Merrill Lynch Variable Series Funds, Inc., Dreyfus Stock Index Fund, The
Dreyfus Socially  Responsible Growth Fund, Inc. and Dreyfus Variable  Investment
Fund.

GUARANTEED  INTEREST  ACCOUNT  OPTION:  An investment  option within our general
account which earns interest credited by us.

INVESTMENT OPTIONS: The Portfolios and the Guaranteed Interest Account Option.

JOINT OWNER: The Policy can be owned by you and your spouse (the Joint Owner).

NON-QUALIFIED:  If you do not purchase the Policy under a Qualified  plan,  your
Policy is referred to as a Non-Qualified Policy.

POLICY: The AFAdvantage Variable Annuity.

POLICY ANNIVERSARY: The anniversary of the date your Policy was issued.

POLICY OWNER: The person or entity entitled to ownership rights under a Policy.

POLICY YEAR:  The annual  period which begins on the date your Policy was issued
and each anniversary of that date.

PORTFOLIOS:  The variable  investment  options available under the Policy.  Each
Portfolio  has its  own  investment  objective  and is  invested  in a Fund or a
corresponding portfolio of a Fund.

PURCHASE PAYMENT: The money you invest to buy the Policy.

QUALIFIED:  Policies purchased under special tax qualification  rules (examples:
Individual Retirement  Annuities,  403(b) Tax-Sheltered  Annuities,  H.R. 10 and
Corporate Pension and other qualified retirement plans).

TAX  DEFERRAL:  Tax  deferral  means  that  you are not  taxed  on  earnings  or
appreciation  on the  assets in your  Policy  until  you take  money out of your
Policy.


                                     SUMMARY

The following information is a summary of some of the more important features of
your annuity Policy. More detailed information is contained in the corresponding
sections of this prospectus.

THE AFADVANTAGE VARIABLE ANNUITY. This prospectus describes the flexible premium
variable  and  fixed  deferred  annuity  policy  offered  by  American  Fidelity
Assurance Company (American Fidelity).  It is a contract between you, the Policy
Owner, and American Fidelity,  an insurance company. The Policy provides a means
for  investing on a  Tax Deferred  basis in the  Portfolios  and the  Guaranteed
Interest Account Option. The AFAdvantage Variable Annuity is designed for people
seeking long-term Tax Deferred  accumulation of assets, generally for retirement
or other  long-term  purposes.  The  Tax Deferred  feature is most attractive to
people in high federal and state tax brackets.  You should not buy the Policy if
you are looking for a short-term  investment or if you cannot accept the risk of
getting back less money than you put in.

Like all deferred annuities,  your Policy has two phases: the Accumulation Phase
and the Annuity Phase.  During the Accumulation  Phase, you invest money in your
annuity and your earnings  accumulate on a Tax Deferred basis. Your earnings are
based on the investment  performance  of the Portfolios you selected  and/or the
interest rate earned on the money you have in the Guaranteed  Interest  Account.
You can withdraw money from your Policy during the  Accumulation  Phase.  During
the  Accumulation  Phase,  the earnings are taxed as income only when you make a
withdrawal.  A federal tax penalty may apply if you make withdrawals  before age
59 1/2. The Annuity Phase occurs when you begin receiving  regular payments from
your  Policy.  Among other  factors,  the amount of the payments you may receive
during the  Annuity  Phase will  depend upon the amount of money you are able to
accumulate in your Policy during the Accumulation Phase.

ANNUITY  PROVISIONS.  You can receive monthly Annuity  Payments from your Policy
under an Annuity  Option.  During the Annuity Phase,  payments can come from the
Portfolios and/or the Guaranteed Interest Account.

HOW TO PURCHASE THE AFADVANTAGE VARIABLE ANNUITY. You may make purchase payments
at any time during the  Accumulation  Phase.  Each payment must be at least $25.
You must  complete  an  application  and make your  first  Purchase  Payment  to
purchase the Policy.

INVESTMENT  OPTIONS.  You may  allocate  your money to the  Guaranteed  Interest
Account Option of American Fidelity or the following Portfolios:

     MERRILL LYNCH VARIABLE SERIES FUNDS, INC.
          Merrill Lynch Prime Bond Fund
          Merrill Lynch Special Value Focus Fund
          Merrill Lynch American Balanced Fund
          Merrill Lynch International Equity Focus Fund
          Merrill Lynch High Current Income Fund

     DREYFUS STOCK INDEX FUND

     THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.

     DREYFUS VARIABLE INVESTMENT FUND
          Growth and Income Portfolio
          Small Company Stock Portfolio

The Portfolios offer  professionally  managed  investment  choices and are fully
described in the attached prospectuses for the Funds. You can make or lose money
in the Portfolios, depending upon market conditions.

The  Guaranteed  Interest  Account  Option  offers  an  interest  rate  that  is
guaranteed by us. While your money is in the Guaranteed Interest Account Option,
the  interest  your  money  will earn  (subject  to a  withdrawal  charge on any
withdrawals from the Guaranteed  Interest  Account) is guaranteed by American
Fidelity.

EXPENSES. The following are the annual insurance charges which are deducted from
the average daily value of your Policy  allocated to the Portfolios  every year:
Mortality  and Expense Risk Charge - 1.25%;  Administrative  Charge - .15%;  and
Distribution  Expense  Charge - .10%.  Each  year we also  deduct  a $30  policy
maintenance  charge  from your  Policy.  There are also  annual  expenses of the
Portfolios  which  range  from .30% to .96% of the  average  daily  value of the
Portfolios, depending upon the Portfolio(s) you invest in.

You can  transfer  between  accounts  up to 12 times a Policy  Year  during  the
Accumulation  Phase.  After  that the  charge is the  lesser of $25 or 2% of the
amount  transferred.  You may make one transfer a Policy Year during the Annuity
Phase. The one transfer is free.

During the first Policy Year,  any  withdrawals  you make will have a withdrawal
charge.  After the first Policy Year,  you may make a withdrawal of up to 10% of
the value of your Policy once each Policy Year  without  incurring a  withdrawal
charge (referred to as the "free withdrawal amount"). If you do not use the free
withdrawal  amount in any year, it may not be carried  forward and used the next
Policy Year.

The withdrawal  charge is a percentage of the amount  withdrawn in excess of the
free withdrawal amount as shown below:

<TABLE>
<CAPTION>
<S>                   <C>
    Policy Year       Withdrawal Charge %
- --------------------  -------------------
        1                         8%
        2                         7%
        3                         6%
        4                         5%
        5                         4%
        6                         3%
        7                         2%
        8                         1%
        9 +                       0%
</TABLE>

American  Fidelity  may assess a state  premium tax charge which ranges from 0 -
4.0% (depending upon the state).

TAXES.  Your  earnings are not taxed until you take them out. In most cases,  if
you take money out,  earnings come out first and are taxed as income. If you are
younger  than 59 1/2 when you take money out,  you may be charged a federal  tax
penalty  on the  taxable  amounts  withdrawn,  which in most cases is 10% on the
taxable  amounts.  Payments  during the Annuity  Phase are  considered  partly a
return of your original investment.  That part of each payment is not taxable as
income. If the Policy is tax-qualified, the entire payment may be taxable.

WITHDRAWALS.  You may make a  withdrawal  at any time  during  the  Accumulation
Phase. There may be limits to the amount you can withdraw from a Qualified Plan.
Any  partial  withdrawal  must be for at least $250  (there are  exceptions  for
withdrawals allowed under 403(b) and 401 hardship provisions),  but a withdrawal
must not reduce the value of your Policy below $100. This  requirement is waived
if the partial withdrawal is pursuant to the Systematic  Withdrawal Program. You
may request a withdrawal or elect the Systematic  Withdrawal Program. Of course,
you may also have to pay income tax and a tax penalty on any money you take out.

DEATH BENEFIT.  If you or the Annuitant die during the  Accumulation  Phase, the
person you have selected as your Beneficiary will receive a death benefit.

OTHER INFORMATION.

     Free Look. If you cancel the Contract within 20 days after receiving it, we
will refund you the greater of the  Purchase  Payment  paid or the value of your
Policy as of the earlier of the date we receive the Policy at our home office or
the date our agent receives the Policy.

     No Probate.  In most cases, when you die, your Beneficiary will receive the
death benefit without going through probate.

INQUIRIES.  If you have any questions about your AFAdvantage Variable Annuity or
need more information, please contact us at:

                    American Fidelity Assurance Company
                    Annuity Services Department
                    P.O. Box 25523
                    Oklahoma City, OK 73125-0523
                    (800) 662-1106


                                   FEE TABLE

OWNER  TRANSACTION  EXPENSES

<TABLE>
<CAPTION>
<S>                 <C>          <C>
Withdrawal Charge
(as a percentage of
the amount withdrawn)
(see Note 2 below)    Policy Year  Withdrawal Charge
                      -----------  ------------------

                          1                  8%
                          2                  7%
                          3                  6%
                          4                  5%
                          5                  4%
                          6                  3%
                          7                  2%
                          8                  1%
                          9+                 0%
</TABLE>

<TABLE>
<CAPTION>
<S>                        <C>
Transfer Fee               No charge for first 12 transfers in a Policy
                           Year during the Accumulation Phase and no
                           charge for one transfer allowed each Policy
                           Year during the Annuity Phase; thereafter the
                           fee is the lesser of $25 or 2% of the amount
                           transferred.

Policy Maintenance Charge  $30 per Policy per Policy Year.
</TABLE>

<TABLE>
<CAPTION>
<S>                                         <C>
SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)

Mortality and Expense Risk Charge           1.25%
Administrative Charge                        .15%
Distribution Expense Charge                  .10%
                                            -----
Total Separate Account Annual Expenses      1.50%
</TABLE>

FUND ANNUAL EXPENSES
(as a percentage of the average daily net assets of a Portfolio)

<TABLE>
<CAPTION>
<S>                                               <C>          <C>                           <C>
                                                                          Other
                                                                         Expenses
                                                  Management          (after expense            Total Annual
                                                     Fees              reimbursement)             Expenses
                                                  -----------  ----------------------------  -------------------------
MERRILL LYNCH VARIABLE SERIES FUNDS, INC.
   Merrill Lynch Prime Bond Fund                         .44%           .05%                       .49%
   Merrill Lynch Special Value Focus Fund                .75%           .06%                       .81%
   Merrill Lynch American Balanced Fund                  .55%           .05%                       .60%
   Merrill Lynch International Equity Focus Fund         .75%           .14%                       .89%
   Merrill Lynch High Current Income Fund                .49%           .05%                       .54%

DREYFUS STOCK INDEX FUND                                .245%           .055%                      .30%

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.*      .72%           .24%                       .96%

DREYFUS VARIABLE INVESTMENT FUND
   Growth and Income Portfolio                           .75%           .08%                       .83%
   Small Company Stock Portfolio*                        .56%           .19%                       .75%
<FN>
* From time to time,  The  Dreyfus  Corporation  and, in the case of The Dreyfus
Socially  Responsible Growth Fund, Inc., NCM Capital Management Group, Inc., may
waive all or part of their fees and/or voluntarily assume certain Fund expenses.
As of the date of this  prospectus,  certain  fees are being  waived or expenses
being  assumed,  in each case on a  voluntary  basis.  Without  such  waivers or
reimbursements,  the Management  Fees,  Other Expenses and Total Annual Expenses
that would have been incurred for the fiscal year ended  December 31, 1996 would
be - The Dreyfus  Socially  Responsible  Growth Fund, Inc.: .75%, .24% and .99%;
and Dreyfus Variable Investment Fund - Small Company Stock Portfolio: .75%, .19%
and .94%.  There is no guarantee that any fee waivers or expense  reimbursements
will continue in the future.
</FN>
</TABLE>

EXAMPLES

You would pay the  following  expenses  on a $1,000  investment,  assuming  a 5%
annual return on your money if: (a) you surrender your Policy at the end of each
time period; or (b) if your Policy is not surrendered or is annuitized:

<TABLE>
<CAPTION>
<S>                                                 <C>               <C>
                                                    Time              Periods
                                                    1 Year            3 Years
MERRILL LYNCH VARIABLE SERIES FUNDS, INC.
Merrill Lynch Prime Bond Fund                       a) $122.83        a) $188.54
                                                    b) $ 42.25        b) $127.19

Merrill Lynch Special Value Focus Fund              a) $125.87        a) $197.39
                                                    b) $ 45.46        b) $136.66

Merrill Lynch American Balanced Fund                a) $123.84        a) $191.59
                                                    b) $ 43.35        b) $130.46

Merrill Lynch International Equity Focus Fund       a) $126.51        a) $199.59
                                                    b) $ 42.26        b) $139.01

Merrill Lynch High Current Income Fund              a) $123.29        a) $189.93
                                                    b) $ 42.75        b) $128.68

DREYFUS STOCK INDEX FUND                            a) $121.08        a) $183.24
                                                    b) $ 40.34        b) $121.53

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.  a) $127.15        a) $201.51
                                                    b) $ 46.96        b) $141.06

DREYFUS VARIABLE INVESTMENT FUND
Growth and Income Portfolio                         a) $125.96        a) $197.94
                                                    b) $ 45.66        b) $137.24

Small Company Stock Portfolio                       a) $125.22        a) $195.74
                                                    b) $ 44.86        b) $134.89
</TABLE>

THE ANNUAL  EXPENSES OF THE  PORTFOLIOS ARE BASED ON DATA PROVIDED BY THE FUNDS.
WE HAVE NOT INDEPENDENTLY VERIFIED SUCH DATA.

     1. The purpose of the Fee Table is to show you the various expenses you can
expect to incur directly or indirectly  with the Policy.  The Fee Table reflects
expenses of the Separate Account as well as the Portfolios.
    
     2. Under certain circumstances, you can make a withdrawal without incurring
the withdrawal charge. (See Expenses - Withdrawal Charge.)

     3. Premium taxes are not reflected. They may apply.

     4. The assumed  average Policy size is $1,360.  The $30 policy  maintenance
charge is reflected in the examples as $22.06.

     5. THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

     As of the date of this  prospectus,  the sale of the  AFAdvantage  Variable
Annuity  had  not  begun.  Therefore,  no  condensed  financial  information  is
presented.

                        THE AFADVANTAGE VARIABLE ANNUITY

An annuity is a contract between you, the Policy Owner, and an insurance company
(in this case American  Fidelity),  where the insurance  company promises to pay
you (or  someone  else you  choose)  an income in the form of  Annuity  Payments
beginning on a date chosen by you. Until you decide to begin  receiving  Annuity
Payments,  your annuity is in the Accumulation  Phase.  Once you begin receiving
Annuity  Payments,  your Policy is in the Annuity Phase. If you or the Annuitant
die during the Accumulation Phase, American Fidelity will pay a death benefit to
your Beneficiary.

The Policy benefits from Tax Deferral. Tax Deferral means that you are not taxed
on earnings or  appreciation  on the assets in your Policy  until you take money
out of your Policy.

The  Policy  is called a  variable  annuity  because  you can  choose  among the
available Portfolios and, depending upon market conditions, you can make or lose
money in any of these Portfolios.  If you select the variable annuity portion of
the Policy, the amount of money you are able to accumulate in your Policy during
the  Accumulation  Phase depends in part upon the investment  performance of the
Portfolio(s)  you  select.  The Annuity  Payments  you will  receive  during the
Annuity  Phase can come  from the  Portfolios  and/or  the  Guaranteed  Interest
Account.

The  Guaranteed  Interest  Account  Option  offers  an  interest  rate  that  is
guaranteed by American Fidelity.  If you select the Guaranteed  Interest Account
Option,  your money will be placed with our other general assets.  If you select
the  Guaranteed  Interest  Account  Option,  the amount of money you are able to
accumulate in your Policy during the  Accumulation  Phase depends upon the total
interest credited to your Policy.

POLICY OWNER . You, as the Policy  Owner,  have all the rights under the Policy.
You can name a new  Policy  Owner.  A change  of Owner  will  revoke  any  prior
designation of Owner. Any ownership changes must be sent to our home office on a
form we accept. The change will go into effect when it is signed, subject to any
payments we make or other actions we take before we record it. American Fidelity
will not be liable for any payment  made or action  taken  before it records the
change.  The  Policy  Owner is as  designated  at the time the Policy is issued,
unless changed. A CHANGE OF OWNERSHIP MAY BE A TAXABLE EVENT.

JOINT  OWNER . The  Policy  can be owned by Joint  Owners.  If Joint  Owners are
named, any Joint Owner must be the spouse of the other Owner.  Upon the death of
either Owner,  the surviving spouse will be the primary  Beneficiary.  Any other
Beneficiary  designation  will be treated  as a  contingent  Beneficiary  unless
otherwise indicated in a form we accept.

BENEFICIARY . The Beneficiary is the person(s) or entity you name to receive any
death benefit.  The Beneficiary is named at the time the Policy is issued unless
changed at a later date. If the  Beneficiary  and the Policy Owner or Annuitant,
as applicable,  die at the same time, we will assume that the  Beneficiary  died
first for purposes of payment of the death benefit. You can name any Beneficiary
to be an irrevocable  Beneficiary.  The interest of an  irrevocable  Beneficiary
cannot be changed without his or her consent.

You can change the  Beneficiary at any time during the  Annuitant's  life. To do
so, you need to send a request to our home office. The request must be on a form
we accept.  The change will go into effect when signed,  subject to any payments
we make or actions we take  before we record the  change.  A change  cancels all
prior Beneficiaries, except a change will not cancel any irrevocable Beneficiary
without his or her consent.  The interest of the Beneficiary will be subject to:
any  assignment of the Policy which is binding on us, and any Annuity  Option in
effect at the Annuitant's death.

ASSIGNMENT OF THE POLICY

During the Annuitant's life, you can assign some or all of your rights under the
Policy to someone else. A signed copy of the assignment must be sent to our home
office  on a form we  accept.  The  assignment  will go into  effect  when it is
signed,  subject to any  payments  we make or other  actions  we take  before we
record it. We are not  responsible for the validity or effect of any assignment.
If there are irrevocable Beneficiaries,  you need their consent before assigning
your ownership rights in the Policy. Any assignment made after the death benefit
has  become  payable  will be valid  only  with our  consent.  If the  Policy is
assigned,  your rights may only be exercised with the consent of the assignee of
record. AN ASSIGNMENT MAY BE A TAXABLE EVENT.

If the Policy is issued pursuant to a Qualified  plan,  there may be limitations
on your ability to assign it.

                               ANNUITY PROVISIONS

ANNUITY DATE

You can receive regular monthly income  payments  (Annuity  Payments) under your
Policy. You can choose the month and year in which those payments begin. We call
that date the Annuity  Date.  You can select an Annuity  Date at any time during
the  Accumulation  Phase. You must notify us of this date at least 30 days prior
to the date you want your Annuity Payments to begin.  Prior to the Annuity Date,
you may change the Annuity Date by written request. Any change must be requested
at least 30 days prior to the new Annuity  Date.  Your  Annuity Date must be the
first  day of a  calendar  month.  The  Annuity  Date may not be later  than the
earlier  of when the  Annuitant  reaches  attained  age 85 or the  maximum  date
permitted  under state law. Your Annuity Date cannot be any earlier than 30 days
after you buy the Contract.

SELECTION OF AN ANNUITY OPTION

You can choose among income plans. We call those Annuity Options. A selection to
receive  Annuity  Payments under an Annuity Option must be made at least 30 days
prior to the Annuity Date.  If no option is selected,  Option 2 with 120 monthly
payments  guaranteed will  automatically be applied.  Prior to the Annuity Date,
you may change the Annuity Option selected by written  request.  Any change must
be requested at least 30 days prior to the Annuity  Date.  If an option is based
on life expectancy, we will require proof of the payee's date of birth.

ANNUITY PAYMENTS

Annuity Payments are paid in monthly installments.  Annuity Payments can be made
on a  variable  basis  (which  means  they  will  be  based  on  the  investment
performance  of the  Portfolios)  and/or on a fixed basis (which means they will
come from the Guaranteed Interest Account). However, payments under Option 4 can
only come from the Guaranteed  Interest  Account (fixed  annuity).  Depending on
your  election,  the value of your Policy  (adjusted for the policy  maintenance
charge and any taxes)  will be applied to provide  the  Annuity  Payment.  If no
election  has  been  made 30 days  prior to the  Annuity  Date,  amounts  in the
Guaranteed  Interest Account will be used to provide a fixed annuity and amounts
in the Portfolios will be used to provide a variable  annuity.  If you choose to
have any portion of your Annuity Payments come from the Portfolio(s), the dollar
amount of your payment will depend upon 3 things: 1) the value of your Policy in
the Portfolio(s) on the Annuity Date, 2) the assumed investment rate used in the
annuity  table for the Policy,  and 3) the  performance  of the  Portfolios  you
selected.  You can choose either a 3%, 4% or 5% assumed  investment rate. If you
do not choose an assumed  investment  rate, the assumed  investment rate will be
3%. If the actual performance exceeds the 3% assumed rate (or whichever rate you
choose), your Annuity Payments will increase.  Similarly,  if the actual rate is
less  than 3% (or  whichever  rate  you  choose),  your  Annuity  Payments  will
decrease.  If you choose a higher assumed  investment rate, your initial Annuity
Payment will be higher.  Subsequent  payments will be only slightly  higher when
actual  performance  (less any deductions and expenses) is more than the assumed
rate and will decrease more rapidly when actual performance (less any deductions
and  expenses) is less than the assumed  rate.  The amount of the first  Annuity
Payment will depend on the Annuity  Option  elected and the age of the Annuitant
at the time the first payment is due.

ANNUITY OPTIONS

You can choose one of the following  Annuity Options or any other Annuity Option
acceptable to us. After Annuity  Payments  begin,  you cannot change the Annuity
Option.

OPTION 1. LIFETIME ONLY ANNUITY:  We will make monthly  payments during the life
of the  Annuitant.  If this  option  is  elected,  payments  will  stop when the
Annuitant dies.

OPTION 2.  LIFETIME  ANNUITY  WITH  GUARANTEED  PERIODS:  We will  make  monthly
payments for the guaranteed  period  selected  during the life of the Annuitant.
When the Annuitant  dies,  any amounts  remaining  under the  guaranteed  period
selected will be distributed to the Beneficiary at least as rapidly as they were
being paid as of the date of the Annuitant's death. The guaranteed period may be
10 years or 20 years.

OPTION 3. JOINT AND SURVIVOR  ANNUITY:  We will make monthly payments during the
joint  lifetime of the Annuitant and a joint  Annuitant.  Payments will continue
during the lifetime of the surviving Annuitant and will be computed on the basis
of 100%,  66 2/3% or 50% of the  Annuity  Payment  in  effect  during  the joint
lifetime.

OPTION 4. PERIOD CERTAIN:  We will make monthly payments for a specified period.
The  specified  period  must be at least  five  years and cannot be more than 30
years. This option is available as a fixed annuity only.

                HOW TO PURCHASE THE AFADVANTAGE VARIABLE ANNUITY

PURCHASE PAYMENTS

A  Purchase  Payment  is the money you give us to buy the  Policy.  You may make
Purchase  Payments at any time during the Accumulation  Phase. You may increase,
decrease,  or change the  frequency of such  payments.  However,  each  Purchase
Payment must be for at least $25. If in any year no Purchase  Payments are made,
the Policy  will not lapse.  We reserve the right to reject any  application  or
Purchase  Payment.  We may deduct  amounts  from  Purchase  Payments for premium
taxes, if any. At the time you buy the Policy,  you and the Annuitant  cannot be
older than 85 years old, or the maximum age permitted under state law.

ALLOCATION OF PURCHASE PAYMENTS

We will  allocate  the  first net  Purchase  Payment  to one or more  Investment
Options according to your  instructions.  We will allocate  subsequent  Purchase
Payments  in the same manner as the first  unless you change your  instructions.
You may change the allocations of Investment  Options by using a form we accept.
We reserve the right to limit the  available  Investment  Options from which you
may choose. All allocations must be in whole  percentages,  and must not be less
than $25.

Once we receive your Purchase Payment and application, we will issue your Policy
and allocate your first  Purchase  Payment within 2 business days. If you do not
give us all of the  information  we need,  we will contact you to get it. If for
some reason we are unable to complete  this process  within 5 business  days, we
will either send back your money or get your  permission to keep it until we get
all of the  necessary  information.  We will  credit  your  subsequent  Purchase
Payments to your Policy  within one  business  day. Our business day closes when
the New York Stock Exchange closes, which is usually at 4:00 p.m. Eastern time.

RIGHT TO EXAMINE POLICY

If you change  your mind about  owning the  Policy,  you can cancel it within 20
days after receiving it. When you cancel the Policy within this time period,  we
will not assess a withdrawal  charge.  If you return the Policy, it will be void
from the  beginning  and we will  refund to you the  greater  of:  the  Purchase
Payments  paid,  or the value of your  Policy as of the  earlier  of the date we
receive  the  Policy  at our home  office,  or the date our agent  receives  the
Policy.

ACCUMULATION UNITS

The value of the portion of your Policy  allocated to the Portfolios  will go up
or down  depending  upon the  investment  performance  of the  Portfolio(s)  you
choose. The value of your Policy will also depend on the expenses of the Policy.
In order to keep track of the value of your Policy, we use a measurement  called
an  Accumulation  Unit.  During the Annuity  Phase,  we call the unit an Annuity
Unit.

Every business day we determine the value of an Accumulation Unit for a share of
a Portfolio by multiplying the  Accumulation  Unit value for the previous period
by a factor  for each  Portfolio  for the  current  period.  The factor for each
Portfolio is determined by:

     1. dividing the value of the underlying  Portfolio  share at the end of the
current  period by the value of an underlying  Portfolio  share for the previous
period; and

     2.   subtracting   from  that  amount  any   mortality  and  expense  risk,
administrative and distribution expense charges.

The value of an Accumulation Unit may go up or down from day to day.

When you make a Purchase Payment, we credit your Policy with Accumulation Units.
The number of  Accumulation  Units credited is determined by dividing the amount
of  the  Purchase  Payment  allocated  to  a  Portfolio  by  the  value  of  the
Accumulation Unit for that Portfolio.

We calculate the value of an Accumulation  Unit for each Portfolio after the New
York Stock Exchange closes each day and then credit your Policy accordingly.

EXAMPLE:

On  Thursday we receive an  additional  Purchase  Payment of $100 from you.  You
direct  this to go to the Merrill  Lynch  Special  Value  Focus Fund  Investment
Option.  When the New York Stock Exchange closes on that Thursday,  we determine
that the value of an Accumulation Unit for the Merrill Lynch Special Value Focus
Fund is $10.75. We then divide $100 by $10.75 and credit your Policy on Thursday
night with 9.30  Accumulation  Units for the Merrill  Lynch  Special Value Focus
Fund.


                               INVESTMENT OPTIONS

When you buy the Policy you can  allocate  your money to the  Portfolios  listed
below and/or the Guaranteed Interest Account.

PORTFOLIOS

MERRILL LYNCH VARIABLE SERIES FUNDS, INC.

Merrill Lynch Variable Series Funds, Inc. is an open-end  management  investment
company with sixteen separate funds. Merrill Lynch Asset Management, L.P. is the
investment  adviser to the funds.  The following  funds are available  under the
Policy:

     Merrill Lynch Prime Bond Fund
     Merrill Lynch Special Value Focus Fund
     Merrill Lynch American Balanced Fund
     Merrill Lynch International Equity Focus Fund
     Merrill Lynch High Current Income Fund

DREYFUS STOCK INDEX FUND

Dreyfus Stock Index Fund is an open-end, non-diversified,  management investment
company. The Dreyfus Corporation serves as the Fund's manager. Dreyfus has hired
its  affiliate,  Mellon  Equity  Associates,  to serve as the Fund's  index fund
manager and provide day-to-day management of the Fund's investments.

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.

The Dreyfus Socially  Responsible Growth Fund, Inc. is an open-end,  diversified
management  investment  company.  The Dreyfus  Corporation  serves as the Fund's
investment  adviser.  NCM Capital  Management  Group,  Inc. serves as the Fund's
sub-investment   adviser  and  provides  day-to-day  management  of  the  Fund's
portfolio.

THE DREYFUS VARIABLE INVESTMENT FUND

Dreyfus Variable  Investment Fund is an open-end  management  investment company
with  thirteen  portfolios.  The Dreyfus  Corporation  serves as the  investment
adviser. The following Portfolios are available under the Policy:

     Growth and Income Portfolio
     Small Company Stock Portfolio

Additional Portfolios and/or Funds may be available in the future.

Shares of the Funds are issued and redeemed in connection  with  investments  in
and  payments  under  certain  variable  annuity  contracts  and  variable  life
insurance  policies of various life insurance  companies which may or may not be
affiliated.  The Funds do not believe that offering  their shares in this manner
will be  disadvantageous  to you.  Nevertheless,  the Board of  Trustees  or the
Boards  of  Directors,  as  applicable,  intend  to  monitor  events in order to
identify any material  irreconcilable  conflicts which may possibly arise and to
determine  what  action,  if any,  should be taken.  If such a conflict  were to
occur,  one or more  insurance  company  separate  accounts  might  withdraw its
investments  in a  Portfolio.  An  irreconcilable  conflict  might result in the
withdrawal of a substantial amount of a Portfolio's assets which could adversely
affect such Portfolio's net asset value per share.

YOU SHOULD READ THE PROSPECTUSES FOR THE FUNDS CAREFULLY BEFORE INVESTING.  THEY
CONTAIN  DETAILED  INFORMATION  ABOUT THE  PORTFOLIOS  AND ARE  ATTACHED TO THIS
PROSPECTUS. You can obtain a copy of the Statement of Additional Information for
the  Portfolios by contacting  American  Fidelity's  Annuity  Service Office at:
(800) 662-1106, P.O. Box 25523, Oklahoma City, Oklahoma 73125-0523.

GUARANTEED INTEREST ACCOUNT OPTION

The  Guaranteed  Interest  Account  Option is an  Investment  Option  within our
general account which earns interest credited by us.

Because of certain  exemptive  and  exclusionary  provisions,  interests  in the
Guaranteed  Interest Account are not registered under the Securities Act of 1933
and the Guaranteed  Interest Account is not registered as an investment  company
under the  Investment  Company Act of 1940.  Therefore,  neither the  Guaranteed
Interest  Account nor any interests in it are subject to the provisions of these
Acts.  American  Fidelity has been advised that the staff of the  Securities and
Exchange  Commission has not reviewed the disclosure in this prospectus relating
to the Guaranteed Interest Account Option.  Disclosures regarding the Guaranteed
Interest  Account  may,  however,  be subject to  certain  generally  applicable
provisions  of  the  federal  securities  laws  relating  to  the  accuracy  and
completeness of statements made in prospectuses.

VOTING RIGHTS

American Fidelity is the legal owner of the Portfolio shares. However,  American
Fidelity  believes that when a Portfolio  solicits proxies in conjunction with a
shareholder  vote,  it is required to obtain  from you and other  Policy  Owners
instructions as to how to vote those shares. When we receive those instructions,
we will  vote all of the  shares  we own in  proportion  to those  instructions.
Should we determine that we are no longer  required to comply with the above, we
will vote the shares in our own right.

SUBSTITUTION

American  Fidelity may  substitute  one of the Portfolios you have selected with
another  Portfolio.  We would  not do this  without  the prior  approval  of the
Securities and Exchange Commission.  We will give you notice of our intention to
do this.

TRANSFERS

You may direct us to make transfers between all Investment  Options.  A transfer
request must be in a form we accept. We reserve the right to limit the number of
transfers that may be made. If you elect to use this transfer privilege, we will
not be liable for transfers  made as instructed by you. All transfers must be in
whole percentages. All transfers made on a given date count as one transfer.

We reserve the right, at any time and without prior notice,  to end,  suspend or
change the transfer privilege.

TRANSFERS DURING THE ACCUMULATION PHASE. If you make more than 12 transfers in a
Policy Year, there is a transfer fee deducted.  The fee is the lesser of $25 per
transfer  or 2% of the amount  transferred.  The  minimum  amount  which you can
transfer  is $500 from an  Account  or your  entire  value in the  Account.  All
transfers must be in whole percentages.

TRANSFERS DURING THE ANNUITY PHASE. You may make transfers among the Portfolios.
You may also make  transfers  from the  Portfolios  to the  Guaranteed  Interest
Account  Option to provide for a fixed  annuity.  You may only make one transfer
each Policy Year during the Annuity Phase.  There is no transfer fee charged for
the one  transfer.  You  cannot  make a transfer  from your  fixed  annuity to a
Portfolio.

AUTOMATIC DOLLAR COST AVERAGING

Automatic  Dollar Cost  Averaging  allows you to  systematically  transfer a set
amount each quarter from any Investment  Option  (source  account) to any of the
other  Investment  Option(s).  By  allocating  amounts on a regular  schedule as
opposed to allocating the total amount at one  particular  time, you may be less
susceptible  to  the  impact  of  market  fluctuations.  Automatic  Dollar  Cost
Averaging is only available  during the  Accumulation  Phase. The minimum amount
which can be transferred each quarter is $500 from each source account.

If you participate in Automatic Dollar Cost Averaging,  the transfers made under
the program are taken into account in determining any transfer fee.

ASSET REBALANCING 

Once your money has been allocated among the Investment Options, the performance
of the Investment  Options may cause your allocation to shift. You can direct us
to  automatically  rebalance  your Policy to return to your original  percentage
allocations by selecting our Asset Rebalancing  service.  The transfer date will
be the 1st day after  the end of the  Policy  Year.  Asset  Rebalancing  is only
available   during  the   Accumulation   Phase.  If  you  participate  in  Asset
Rebalancing,  the  transfers  made under the program  are taken into  account in
determining any transfer fee.


                                   PERFORMANCE

American Fidelity may periodically advertise performance based on the historical
performance  of  the  various  Portfolios.   American  Fidelity  will  calculate
performance by determining the percentage change in the value of an Accumulation
Unit by  dividing  the  increase  (decrease)  for that  unit by the value of the
Accumulation  Unit at the  beginning  of the  period.  This  performance  number
reflects the deduction of the insurance  charges,  policy maintenance charge and
expenses of the  Portfolios.  It may or may not reflect the  withdrawal  charge.
Results  calculated  without  the  withdrawal  charge  will be higher.  American
Fidelity may also  advertise  cumulative  total return  information.  Cumulative
total  return  is  determined  the same way  except  that  the  results  are not
annualized.  Any  advertisement  will also include  average  annual total return
figures which reflect the deduction of the insurance charges, policy maintenance
charge, withdrawal charges and the expenses of the Portfolio.

For periods  starting  prior to the date the Policies  were first  offered,  the
performance  will be based on the historical  performance  of the  corresponding
Portfolios,  modified to reflect the  charges  and  expenses of the  AFAdvantage
Variable  Annuity as if the  Policies  had been in  existence  during the period
stated in the advertisement.  These figures should not be interpreted to reflect
actual historic performance.

More detailed  information  regarding how  performance is calculated is found in
the SAI.

Any past performance does not guarantee future results of the Portfolios.


                                    EXPENSES

There are charges and other  expenses  associated  with the  Contract  that will
reduce your investment return. These charges and expenses are:

INSURANCE CHARGES

We deduct  insurance  charges each day. We do this as part of the calculation of
the  value of the  Accumulation  Units  during  the  Accumulation  Phase and the
Annuity  Units  during the Annuity  Phase.  The  insurance  charges  are: 1) the
mortality  and expense risk charge;  2) the  administrative  charge;  and 3) the
distribution expense charge.

     MORTALITY  AND EXPENSE  RISK  CHARGE . This  charge is equal,  on an annual
basis,  to  1.25%  of the  average  daily  value  of the  Policy  invested  in a
Portfolio,  after the deduction of expenses.  This charge compensates us for all
the insurance  benefits  provided by your Policy (for example,  the guarantee of
annuity rates, the death benefits,  certain expenses related to the Policy), and
for  assuming  the  risk  (expense  risk)  that  the  current  charges  will  be
insufficient in the future to cover the cost of administering the Policy.

     ADMINISTRATIVE  CHARGE . This charge is equal,  on an annual basis, to .15%
of the average  daily value of the Policy  invested  in a  Portfolio,  after the
deduction of expenses.  This charge may be increased but will never be more than
 .25% of the average  daily value of the Policy  invested  in a  Portfolio.  This
charge,  together with the policy maintenance charge (which is explained below),
is for all the expenses  associated with the administration of the Policy.  Some
of these  expenses  include:  preparation of the Policy,  confirmations,  annual
reports and statements,  maintenance of Policy records,  personnel costs,  legal
and accounting fees, filing fees, and computer and systems costs.

     DISTRIBUTION  EXPENSE CHARGE . This charge is equal, on an annual basis, to
 .10% of the average daily value of the Policy invested in a Portfolio, after the
deduction of expenses.  This charge may be increased but will never be more than
 .25% of the average  daily value of the Policy  invested  in a  Portfolio.  This
charge  compensates   American  Fidelity  for  the  costs  associated  with  the
distribution of the Policies.

POLICY MAINTENANCE CHARGE

Every  Policy Year  American  Fidelity  deducts $30 from your Policy as a policy
maintenance  charge.  American  Fidelity reserves the right to change the policy
maintenance charge, however, it will never be more than $36 per year. The charge
will be deducted pro-rata from the Accounts.  During the Accumulation Phase, the
policy  maintenance charge will be deducted on each Policy  Anniversary.  If you
make a total withdrawal on other than a Policy Anniversary, the full policy
maintenance  charge will be deducted at the time of the  withdrawal.  During the
Annuity Phase, the charge will be deducted pro-rata from Annuity Payments.

WITHDRAWAL CHARGE

Withdrawals  may be  subject to a  withdrawal  charge.  During the  Accumulation
Phase,  you can  make  withdrawals  from  your  Policy  (see  the  "Withdrawals"
section).  During the first Policy Year, all withdrawals  will have a withdrawal
charge.  After the first Policy Year,  you can make a withdrawal of up to 10% of
the value of your  Policy (at the time you  request  the  withdrawal)  once each
Policy Year without incurring a withdrawal charge (free withdrawal  amount).  If
you do not use the free  withdrawal  amount  in any year,  it cannot be  carried
forward to the next Policy Year.

The withdrawal  charge is a percentage of the amount  withdrawn in excess of the
free withdrawal amount as shown below:

<TABLE>
<CAPTION>
<S>                   <C>
   Policy Year        Withdrawal Charge %
- --------------------  -------------------
        1                        8%
        2                        7%
        3                        6%
        4                        5%
        5                        4%
        6                        3%
        7                        2%
        8                        1%
        9+                       0%
</TABLE>

The  withdrawal  charge is  calculated at the time of each  withdrawal  and will
never exceed 8% of the total Purchase  Payments.  For partial  withdrawals,  the
charge will be deducted from the value of your Policy  remaining.  No withdrawal
charge will be applied when a death benefit is paid or payment under any Annuity
Option providing at least seven annual or 72 monthly payments.

The withdrawal  charge  compensates us for expenses  associated with selling the
Policy.

NOTE:  For tax purposes,  withdrawals  are considered to have come from the last
money you put into the Policy.  Thus, for tax purposes,  earnings are considered
to come out  first.  THERE ARE  LIMITS TO THE  AMOUNT  YOU CAN  WITHDRAW  FROM A
QUALIFIED PLAN KNOWN AS SECTION 403(b) PLAN. See Taxes and the discussion in the
SAI.

REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE

American  Fidelity will reduce or eliminate the amount of the withdrawal  charge
when the Policy is sold under  circumstances  which  reduce its sales  expenses.
Some  examples  are:  if there  is a large  group of  individuals  that  will be
purchasing the Policy or a prospective purchaser already had a relationship with
American Fidelity. American Fidelity will not deduct a withdrawal charge under a
Policy issued to an officer, director or employee of American Fidelity or any of
its affiliates.  Any circumstances  resulting in the reduction or elimination of
the withdrawal charge requires our prior approval.

TRANSFER FEE

There is no charge  for the  first 12  transfers  in a Policy  Year  during  the
Accumulation Phase. Thereafter, the fee is the lesser of $25 or 2% of the amount
transferred.  During the Annuity Phase,  there is no charge for the one transfer
allowed during each Policy Year.

The transfer fee is deducted from the  Investment  Option which is the source of
the  transfer.  If  your  entire  interest  in an  Investment  Option  is  being
transferred,   the  transfer  fee  will  be  deducted   from  the  amount  being
transferred.  If you  make  transfers  from  multiple  Investment  Options,  the
transfer fee will be deducted pro-rata from each source Investment Option.

PREMIUM TAXES

Some  states  and other  governmental  entities  (e.g.,  municipalities)  charge
premium taxes or similar taxes. American Fidelity is responsible for the payment
of these taxes and will make a deduction from the value of your Policy for them.
Some of these  taxes are due when the  Policy  is  issued,  others  are due when
Annuity Payments begin. It is our current practice to pay any premium taxes when
they become  payable to the states.  Premium  taxes  generally  range from 0% to
4.0%, depending on the state.

INCOME TAXES

American  Fidelity  will  deduct  from the Policy any income  taxes which it may
incur because of the Policy. Currently, American Fidelity is not making any such
deductions.

PORTFOLIO EXPENSES

There are  deductions  from and  expenses  paid out of the assets of the various
Portfolios which are described in the attached prospectuses for the Funds.


                                      TAXES

NOTE:  AMERICAN  FIDELITY HAS PREPARED THE FOLLOWING  INFORMATION  ON TAXES AS A
GENERAL DISCUSSION OF THE SUBJECT.  IT IS NOT INTENDED AS TAX ADVICE. YOU SHOULD
CONSULT  YOUR OWN TAX ADVISER  ABOUT YOUR OWN  CIRCUMSTANCES.  WE HAVE  INCLUDED
ADDITIONAL   INFORMATION   REGARDING   TAXES  IN  THE  STATEMENT  OF  ADDITIONAL
INFORMATION.

ANNUITIES IN GENERAL

Annuity  contracts are a means of setting aside money for future needs - usually
retirement.  Congress  recognized  how important  saving for  retirement was and
provided special rules in the Internal Revenue Code (Code) for annuities.

Basically, these rules provide that you will not be taxed on the earnings on the
money held in your annuity  until you take the money out. This is referred to as
Tax  Deferral.  There  are  different  rules  regarding  how you  will be  taxed
depending  upon how you take the money out and the type of Policy - Qualified or
Non-Qualified (see following sections).

You, as the Owner,  will not be taxed on  increases  in the value of your Policy
until a  distribution  occurs - either as a withdrawal  or as Annuity  Payments.
When you make a withdrawal you are taxed on the amount of the withdrawal that is
earnings. For Annuity Payments, different rules apply. A portion of each Annuity
Payment  you  receive  will be  treated  as a partial  return  of your  Purchase
Payments and will not be taxed.  The  remaining  portion of the Annuity  Payment
will be treated as ordinary  income.  How the Annuity Payment is divided between
taxable and non-taxable  portions depends upon the period over which the Annuity
Payments  are  expected to be made.  Annuity  Payments  received  after you have
received all of your Purchase Payments are fully includible in income.

When  a  Non-Qualified  Policy  is  owned  by  a  non-natural  person  (e.g.,  a
corporation  or certain other  entities other than  tax-qualified  trusts),  the
Policy will generally not be treated as an annuity for tax purposes.  This means
that the Policy may not receive  the  benefits  of  Tax Deferral.  Income may be
taxed as ordinary income every year.

QUALIFIED AND NON-QUALIFIED POLICIES

If you purchase the Policy under a Qualified plan, your Policy is referred to as
a Qualified  Policy.  Examples of  Qualified  plans are:  Individual  Retirement
Annuities  (IRAs),  Tax-Sheltered  Annuities  (sometimes  referred  to as 403(b)
Policies),  H.R. 10 Plans  (sometimes  referred to as Keogh plans) and Corporate
Pension and Profit-Sharing Plans.

If you do not  purchase  the  Policy  under a  Qualified  plan,  your  Policy is
referred to as a Non-Qualified Policy.

TAX TREATMENT OF WITHDRAWALS - NON-QUALIFIED POLICIES

If you make a withdrawal from your Policy,  the Code treats such a withdrawal as
first coming from earnings and then from your Purchase Payments.  In most cases,
such withdrawn earnings are includible in income.

The Code also provides that any amount received under an annuity  contract which
is included in income may be subject to a tax penalty. The amount of the penalty
is equal to 10% of the amount that is  includible  in income.  Some  withdrawals
will be exempt from the penalty.  They include any amounts: (1) paid on or after
the taxpayer  reaches age 59 1/2; (2) paid after the Owner dies; (3) paid if the
taxpayer  becomes  totally  disabled (as that term is defined in the Code);  (4)
paid in a  series  of  substantially  equal  payments  made  annually  (or  more
frequently) for the life or life  expectancy of the taxpayer;  (5) paid under an
immediate annuity; or (6) which come from purchase payments made prior to August
14, 1982.

The Policy  provides that when the  Annuitant  dies prior to the Annuity Date, a
death  benefit  will  be  paid  to the  Beneficiary.  If the  Owner  is not  the
Annuitant,  such payments  made when the  Annuitant  dies do not qualify for the
death of Owner  exception  described  above,  and will be subject to the 10% tax
penalty  unless  the  Beneficiary  is 59 1/2  years  old  or  one  of the  other
exceptions to the penalty applies.

TAX TREATMENT OF WITHDRAWALS - QUALIFIED POLICIES

The above information describing the taxation of Non-Qualified Policies does not
apply to  Qualified  Policies.  In the case of a  withdrawal  under a  Qualified
Policy, a ratable portion of the amount received is taxable,  generally based on
the ratio of your cost basis to your total accrued  benefit under the retirement
plan.  The  Code  imposes  a 10%  penalty  tax on  the  taxable  portion  of any
distribution  from qualified  retirement  plans,  including  Policies issued and
qualified  under  Code  Sections  403(b)   (Tax-Sheltered   Annuities),   408(b)
(Individual  Retirement  Annuities)  and 401 (H.R. 10 and Corporate  Pension and
Profit-Sharing  Plans). To the extent amounts are not includible in gross income
because  they have been  properly  rolled over to an IRA or to another  eligible
Qualified  Plan, no tax penalty will be imposed.  The tax penalty will not apply
to the following distributions: (a) if distribution is made on or after the date
on  which  the  Owner or  Annuitant  (as  applicable)  reaches  age 59 1/2;  (b)
distributions  following  the death or  disability of the Owner or Annuitant (as
applicable)  (for this purpose  disability is as defined in Section  72(m)(7) of
the Code);  (c) after  separation from service,  distributions  that are part of
substantially equal periodic payments made not less frequently than annually for
the life (or life  expectancy) of the Owner or Annuitant (as  applicable) or the
joint  lives  (or  joint  life  expectancies)  of such  Owner or  Annuitant  (as
applicable) and his designated  beneficiary;  (d)  distributions  to an Owner or
Annuitant (as  applicable)  who has separated from service after he has attained
age 55; (e) distributions  made to the Owner or Annuitant (as applicable) to the
extent  such  distributions  do not exceed the amount  allowable  as a deduction
under Code Section 213 to the Owner or  Annuitant  (as  applicable)  for amounts
paid during the taxable  year for medical  care;  (f)  distributions  made to an
alternate  payee  pursuant  to a qualified  domestic  relations  order;  and (g)
distributions from an Individual  Retirement Annuity for the purchase of medical
insurance  (as described in Section  213(d)(1)(D)  of the Code) for the Owner or
Annuitant (as  applicable)  and his or her spouse and dependents if the Owner or
Annuitant (as applicable) has received unemployment compensation for at least 12
weeks.  This  exception  will no longer apply after the Owner or  Annuitant  (as
applicable) has been re-employed for at least 60 days. The exceptions  stated in
items  (d) and (f) above do not  apply in the case of an  Individual  Retirement
Annuity.  The exception  stated in item (c) applies to an Individual  Retirement
Annuity without the requirement that there be a separation from service.

A more complete  discussion of withdrawals from Qualified  Policies is contained
in the SAI.

TAX TREATMENT OF WITHDRAWALS - TAX-SHELTERED ANNUITIES

The Code limits the withdrawal of purchase  payments made by owners from certain
Tax-Sheltered Annuities. Withdrawals can only be made when an owner: (1) reaches
age 59 1/2; (2) leaves his/her job; (3) dies; (4) becomes disabled (as that term
is defined in the Code); or (5) in the case of hardship. However, in the case of
hardship,  the  owner  can  only  withdraw  the  purchase  payments  and not any
earnings.

DIVERSIFICATION

The Code provides that the underlying  investments  for a variable  annuity must
satisfy  certain  diversification  requirements  in  order to be  treated  as an
annuity  contract.  American  Fidelity  believes that the  Portfolios  are being
managed so as to comply with the requirements.

Neither the Code nor the Internal  Revenue  Service  Regulations  issued to date
provide guidance as to the circumstances  under which you, because of the degree
of control  you  exercise  over the  underlying  investments,  and not  American
Fidelity would be considered the owner of the shares of the Portfolios.  If this
occurs,  it will  result  in the loss of the  favorable  tax  treatment  for the
Policy.  It is unknown to what extent under federal tax law Owners are permitted
to select  Portfolios,  to make transfers among the Portfolios or the number and
type of Portfolios  Owners may select from. If any guidance is provided which is
considered  a new  position,  then  the  guidance  would  generally  be  applied
prospectively. However, if such guidance is considered not to be a new position,
it may be applied  retroactively.  This would mean that you, as the Owner of the
Policy, could be treated as the owner of the Portfolios.

Due to the  uncertainty in this area,  American  Fidelity  reserves the right to
modify the Policy in an attempt to maintain favorable tax treatment.


                                   WITHDRAWALS

You can have  access to the  money in your  Policy:  (1) by making a  withdrawal
(either a partial or a total withdrawal);  (2) by receiving Annuity Payments; or
(3) when a death benefit is paid to your  Beneficiary.  Withdrawals  can only be
made during the Accumulation Phase.

You may withdraw  all or some of the value of your  Policy,  minus taxes due, if
any, minus the withdrawal charge and policy  maintenance  charge. You must apply
for a withdrawal using a form we accept.  Any partial  withdrawal amount must be
at least $250, with exceptions for hardship.  This  requirement is waived if the
partial withdrawal is pursuant to the Systematic Withdrawal Program (see below).
After a  withdrawal,  the value of your  Policy  cannot be less than  $100.  Any
amount withdrawn will be deducted pro-rata from the Investment  Options.  If you
want to withdraw amounts in any other proportion,  you must tell us using a form
we accept.

INCOME TAXES, TAX PENALTIES AND CERTAIN RESTRICTIONS MAY APPLY TO ANY WITHDRAWAL
YOU MAKE.

There are limits to the amount you can withdraw  from a Qualified  plan referred
to as a  403(b)  plan.  For a more  complete  explanation  see -  Taxes  and the
discussion in the SAI.

SYSTEMATIC WITHDRAWAL PROGRAM

After the first  Policy Year,  you can  participate  in a Systematic  Withdrawal
Program  in lieu of the 10% free  withdrawal  option.  If the  total  amount  of
systematic  withdrawals  during a Policy Year  exceeds  the 10% free  withdrawal
amount,  a  withdrawal  charge  will be  incurred.  During the Policy  Year that
systematic  withdrawals  begin, the 10% free withdrawal  amount will be based on
the value of your  Policy on the  business  day  before you  request  systematic
withdrawals.  The request  must be made on a form we accept.  During  subsequent
years,  the free withdrawal  amount will be based on the value of your Policy on
the  last  Policy  Anniversary.  Systematic  withdrawals  can be  made  monthly,
quarterly  or  semi-annually.  We  reserve  the  right to limit  the  terms  and
conditions  under  which  systematic  withdrawals  can be  elected  and to  stop
offering any or all systematic withdrawals at any time.

INCOME TAXES AND TAX PENALTIES MAY APPLY TO SYSTEMATIC WITHDRAWALS.

SUSPENSION OF PAYMENTS OR TRANSFERS

American   Fidelity  may  be  required  to  suspend  or  postpone  payments  for
withdrawals or transfers for any period when:

     1. the New York Stock Exchange is closed (other than customary  weekend and
holiday closings);

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

     3. an emergency  exists as a result of which disposal of the Fund shares is
not reasonably practicable or American Fidelity cannot reasonably value the Fund
shares;

     4. during any other period when the Securities and Exchange Commission,  by
order, so permits for the protection of owners.

American  Fidelity has reserved the right to defer  payment for a withdrawal  or
transfer from the Guaranteed  Interest  Account for the period  permitted by law
but not for more than six months.


                                      LOANS

If you purchased your Policy under a 403(b)  Qualified  plan, we may make a loan
to you at any time before Annuity Payments begin. However, no loans will be made
during the first  Policy  Year.  The  security for the loan will be the value of
your Policy in the Guaranteed Interest Account. The loan cannot be more than the
lesser of  $50,000 or  one-half  of the value of your  Policy in the  Guaranteed
Interest Account. Under certain circumstances, the $50,000 limit may be reduced.
The  minimum  loan we will make is $2,500  (which  can be  changed  by us at our
discretion).

If a loan  payment is not made within 60 days of the date a payment is due,  the
outstanding loan balance  (principal plus interest) will become due and payable.
If not repaid,  the loan balance plus interest will be considered in default and
will be treated as taxable income for the tax year of the default.  Satisfaction
of any unpaid loan balance plus interest from the  Guaranteed  Interest  Account
will only occur when you qualify for a plan  distribution  under the federal tax
guidelines.  If  the  loan  is in  default  and  you do not  yet  qualify  for a
distribution to satisfy the outstanding loan balance,  the loan will continue to
accrue  interest  which,  if not paid by you, will be taxable  income in the tax
year  accrued.  Any amounts  which may become  taxable  will be reported as plan
distributions  and  will  be  subject  to  income  tax  and  tax  penalties,  if
applicable.

Upon your death,  the Beneficiary  will receive the death benefit reduced by the
loan balance.  If Annuity Payments begin while there is an outstanding loan, the
value of the Guaranteed Interest Account will be reduced by the loan balance.


                                  DEATH BENEFIT

DEATH BENEFIT AMOUNT

The death  benefit  will be the greater of: (1) the  Purchase  Payments you have
made, less any money you have taken out and any applicable  withdrawal  charges;
or (2) the value of your Policy minus the policy  maintenance  charge and taxes,
if any, determined on the business day we receive proof of death and an election
for the payment period.

DEATH OF OWNER BEFORE ANNUITY DATE

If you or any Joint Owner dies before the Annuity  Date,  the death benefit will
be paid to your  Beneficiary.  When any Joint Owner dies,  the  surviving  Joint
Owner,  if any,  will be treated as the primary  Beneficiary.  Any other  person
chosen as a  Beneficiary  at the time of death will be  treated as a  contingent
Beneficiary.  The death  benefit will be paid under one of the  following  death
benefit options.

Death Benefit Options:

If you or any Joint Owner dies before the Annuity Date, a Beneficiary who is not
your spouse must elect the death  benefit to be paid under one of the  following
options:

     1. lump sum payment;

     2.  payment of the entire  death  benefit  within five years of the date of
your death or the death of any Joint Owner; or

     3. payment of the death benefit under any Annuity Option. If this option is
chosen,  the annuity must be distributed over the lifetime of the Beneficiary or
over a period not extending beyond the life expectancy of the  Beneficiary;  and
the  distribution  must  begin  within one year of the date of your death or any
Joint Owner's death.

Any portion of the death benefit not applied under an Annuity  Option within one
year of the date of death must be  distributed  within five years of the date of
death.

If the Beneficiary is your spouse (spousal Beneficiary), he or she may:

     1.  choose to  continue  the  Policy in his or her own name at the  current
value of the Policy;

     2. choose a lump sum payment of the death benefit; or

     3. apply the death benefit to an Annuity Option.

If the  deceased  Owner  was  also the  Annuitant  and the  spousal  Beneficiary
continues  the Policy or applies  the death  benefit to an Annuity  Option,  the
spousal Beneficiary will become the new Annuitant.

If a lump sum payment is requested,  we will pay the amount within seven days of
receipt of proof of death and the  election,  unless the  Suspension or Deferral
Payments  Provision is in effect.  Payment to the Beneficiary (other than a lump
sum payment)  may only be elected  during the 60 day period  beginning  with the
date we receive  proof of death.  If the  Beneficiary  does not select a payment
method  during the 60 day  period  after we  receive  proof of death,  the death
benefit will be paid in a lump sum.

DEATH OF ANNUITANT BEFORE THE ANNUITY DATE

If you are not the Annuitant and the Annuitant dies before the Annuity Date, the
death benefit will be paid to the Beneficiary. The death benefit will be paid in
a lump sum and must be paid in full within  five years of the date of death.  If
the Owner is a non-individual (e.g., a corporation),  the death of the Annuitant
will be treated as the death of the Owner.

DEATH OF OWNER AFTER THE ANNUITY DATE

If you,  or any Joint  Owner who is not the  Annuitant,  die during the  Annuity
Period, any remaining payments under the Annuity Option elected will continue at
least as rapidly  as they were  being  paid at your death or such Joint  Owner's
death.  When any Owner dies during the Annuity Period,  the Beneficiary  becomes
the Owner.  Upon the death of any Joint  Owner  during the Annuity  Period,  the
surviving Joint Owner, if any, will be treated as the primary  Beneficiary.  Any
other Beneficiary  designation on record at the time of death will be treated as
a contingent Beneficiary.

DEATH OF ANNUITANT AFTER THE ANNUITY DATE

If the Annuitant dies on or after the Annuity Date,  the death benefit,  if any,
will be as set forth in the Annuity Option elected.  Death benefits will be paid
at least as rapidly as they were being paid at the Annuitant's death.


                                OTHER INFORMATION

AMERICAN FIDELITY

American  Fidelity  Assurance  Company  (American  Fidelity),  2000  N.  Classen
Boulevard,  Oklahoma  City,  Oklahoma  73106 is an Oklahoma stock life insurance
company  organized  in 1960.  American  Fidelity is  licensed  to conduct  life,
annuity and accident and health insurance  business in forty-nine states and the
District of Columbia. American Fidelity is a wholly-owned subsidiary of American
Fidelity Corporation since 1974.

THE SEPARATE ACCOUNT

American  Fidelity  established a separate  account,  American Fidelity Separate
Account B (Separate Account), to hold the assets that underlie the Policies. Our
Board of Directors  adopted a resolution to establish the Separate Account under
Oklahoma  insurance law on September 20, 1996.  American Fidelity has registered
the Separate  Account with the  Securities  and  Exchange  Commission  as a unit
investment trust under the Investment  Company Act of 1940. The Separate Account
is divided into sub-accounts.

The assets of the  Separate  Account  are held in  American  Fidelity 's name on
behalf of the Separate Account and legally belong to American Fidelity. However,
those assets that underlie the Policies,  are not  chargeable  with  liabilities
arising out of any other  business  we may  conduct.  All the income,  gains and
losses  (realized or unrealized)  resulting from these assets are credited to or
charged against the Policies and not against any other Policies we may issue.

LEGAL PROCEEDINGS

There are no pending material legal proceedings  affecting the Separate Account,
American Fidelity or American Fidelity Securities, Inc.

DISTRIBUTION

American  Fidelity  Securities,  Inc. (AFS, Inc.) acts as the distributor of the
Policies. AFS, Inc. is a wholly-owned subsidiary of American Fidelity.

ADMINISTRATION

American  Fidelity  performs  certain  administrative   services  regarding  the
Policies.  The  administrative  services  include  issuance of the  Policies and
maintenance of Policy Owner's records.

FINANCIAL STATEMENTS

The  financial  statements  of  American  Fidelity  have  been  included  in the
Statement of  Additional  Information.  No financial  statements of the Separate
Account  have been  included  because,  as of the date of this  prospectus,  the
Separate Account had no assets.



          TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION


                                                                            Page
                                                                            ----

General Information and History of the Company                                3

Experts                                                                       3

Legal Opinions                                                                3

Distributor                                                                   3

Reduction or Elimination of the Withdrawal Charge                             3

Calculation of Performance Information                                        4

Tax Status                                                                    6

Annuity Provisions                                                           11

Financial Statements                                                         12



       ________________________________________________________________________


                                                              __________________

                                                              __________________

                                                              __________________



FRONT
- -----                                                                           

       American Fidelity Assurance Company
       P.O. Box 25523
       Oklahoma City, OK 73125




       ________________________________________________________________________



       ________________________________________________________________________


          Attention: Pension and Annuity Department



          


<TABLE>
<CAPTION>
Please  send me, the  Statement  of  Additional  Information  for the  following
variable annuity fund or funds.
<S>                                               <C>
[ ]  AFAdvantage Variable Annuity                 [ ]  The Dreyfus Socially Responsible Growth
[ ]  Merrill Lynch Variable Series Fund, Inc.          Fund, Inc.
[ ]  Dreyfus Stock Index Fund                     [ ]  Dreyfus Variable Investment Fund
</TABLE>


Name     _______________________________________________________________________
         (please print)

Address  _______________________________________________________________________
         (please print)

         _______________________________________________________________________
         (please print)

         _______________________________________________________________________
         (please print)
                                    




                       STATEMENT OF ADDITIONAL INFORMATION

             INDIVIDUAL FLEXIBLE PREMIUM VARIABLE AND FIXED DEFERRED
                                ANNUITY POLICIES

                                    ISSUED BY

                      AMERICAN FIDELITY SEPARATE ACCOUNT B

                                       AND

                       AMERICAN FIDELITY ASSURANCE COMPANY



THIS IS NOT A PROSPECTUS.  THIS  STATEMENT OF ADDITIONAL  INFORMATION  SHOULD BE
READ IN  CONJUNCTION  WITH  THE  PROSPECTUS  DATED  OCTOBER  27,  1997,  FOR THE
INDIVIDUAL  FLEXIBLE  PREMIUM VARIABLE AND FIXED DEFERRED ANNUITY POLICIES WHICH
ARE REFERRED TO HEREIN.

THE PROSPECTUS  CONCISELY  SETS FORTH  INFORMATION  THAT A PROSPECTIVE  INVESTOR
SHOULD KNOW BEFORE INVESTING.  FOR A COPY OF THE PROSPECTUS CALL OR WRITE US AT:
AMERICAN  FIDELITY  ASSURANCE  COMPANY,  ANNUITY SERVICES  DEPARTMENT,  P.O. BOX
25523, OKLAHOMA CITY, OK 73125-0523, (800) 662-1106.

THIS STATEMENT OF ADDITIONAL INFORMATION IS DATED OCTOBER 27, 1997.


                                TABLE OF CONTENTS

                                                                          PAGE

GENERAL INFORMATION AND HISTORY OF THE COMPANY                              3

EXPERTS                                                                     3

LEGAL OPINIONS                                                              3

DISTRIBUTOR                                                                 3

REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE                           3

CALCULATION OF PERFORMANCE INFORMATION                                      4

TAX STATUS                                                                  6

ANNUITY PROVISIONS                                                         11

FINANCIAL STATEMENTS                                                       12




                 GENERAL INFORMATION AND HISTORY OF THE COMPANY

American Fidelity  Assurance  Company  ("Company") was organized in the State of
Oklahoma in 1960 and during its existence  has never  changed its name.  Neither
the sales of variable  annuity  contracts  nor the sales of any other  insurance
product by the Company  have ever been  suspended by any state where the Company
has done or is presently doing business.

The Company is a wholly-owned subsidiary of American  Fidelity  Corporation,  an
insurance  holding  company.  The  stock of  American  Fidelity  Corporation  is
controlled by a family investment  partnership,  Cameron Enterprises,  A Limited
Partnership,  an Oklahoma limited partnership  ("CELP").  In accordance with the
partnership  agreement,  management  of the  affairs  of CELP is  vested in five
managing general  partners:  William M. Cameron,  William E. Durrett,  Edward C.
Joullian, III, John W. Rex and Theodore M. Elam.

                                    EXPERTS

The financial  statements  of the Company as of and for the year ended  December
31,  1996 and 1995 and for each of the  years in the  three  year  period  ended
December 31, 1996,  included in this  Statement of Additional  Information  have
been audited by KPMG Peat Marwick LLP.


                                 LEGAL OPINIONS

Blazzard, Grodd & Hasenauer, P.C., Westport, Connecticut, has provided advice on
certain  matters  relating  to the  federal  securities  and  income tax laws in
connection with the Policies.

                                   DISTRIBUTOR

American Fidelity  Securities,  Inc., a wholly-owned  subsidiary of the Company,
acts as the distributor. The offering is on a continuous basis.


                REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE

The amount of the withdrawal charge on the Policies may be reduced or eliminated
when sales of the Policies are made to  individuals or to a group of individuals
in a manner that  results in savings of sales  expenses.  The  entitlement  to a
reduction  of the  withdrawal  charge will be  determined  by the Company  after
examination  of the following  factors:  1) the size of the group;  2) the total
amount of  purchase  payments  expected to be  received  from the group;  3) the
nature of the group for which the Policies are  purchased,  and the  persistency
expected in that group;  4) the purpose for which the Policies are purchased and
whether that purpose makes it likely that  expenses will be reduced;  and 5) any
other  circumstances  which the Company  believes to be relevant to  determining
whether reduced sales or  administrative  expenses may be expected.  None of the
reductions in charges for sales is contractually guaranteed.

The  withdrawal  charge will be  eliminated  when the  Policies are issued to an
officer,  director or employee  of the Company or any of its  affiliates.  In no
event will any reduction or elimination  of the  withdrawal  charge be permitted
where the  reduction  or  elimination  will be  unfairly  discriminatory  to any
person.

                     CALCULATION OF PERFORMANCE INFORMATION

From time to time,  the Company may advertise  performance  data as described in
the  Prospectus.   All  performance   advertising  will  include  quotations  of
standardized  total  return,  calculated in  accordance  with  standard  methods
prescribed by rules of the  Securities  and Exchange  Commission,  to facilitate
comparison with  standardized  total return advertised by other variable annuity
separate accounts. Standardized total return advertised for a specific period is
found by first taking a  hypothetical  $1,000  investment  in a Portfolio on the
first day of the period at the offering price,  which is the  Accumulation  Unit
value per unit (initial  investment) and computing the ending  redeemable  value
(redeemable  value) of that investment at the end of the period.  The redeemable
value is then  divided by the initial  investment  which is then  expressed as a
percentage.  Standardized  total return  reflects the expenses of the Portfolio,
the  deduction of a policy  maintenance  charge and  mortality and expense risk,
distribution  expense and  administrative  charges.  The  redeemable  value also
reflects the effect of any applicable  withdrawal  charge that may be imposed at
the end of the  period.  No  deduction  is made for  premium  taxes which may be
assessed by certain states.

Nonstandardized  total  return  may also be  advertised.  Nonstandardized  total
return may be for  periods  other than those  required  to be  presented  or may
otherwise differ from standardized total return.

The standardized  total return quotations will be current to the last day of the
calendar  quarter  preceding the date on which an advertisement is submitted for
publication.  The standardized  total return will be based on calendar  quarters
and  will  cover at least  periods  of one,  five,  and ten  years,  or a period
covering  the time the  Portfolio  has been in  existence  if it has not been in
existence  for one of the  prescribed  periods.  If  Accumulation  Units for the
Policies have not been in existence for as long as the corresponding  Portfolio,
the standardized total return and  nonstandardized  total return quotations will
show what the  investment  performance  of  Accumulation  Units  would have been
(reduced by the  applicable  charges) had they been held in a Portfolio  for the
period quoted (see below).

Quotations of  standardized  total return and  nonstandardized  total return are
based upon historical  earnings and will fluctuate.  Past  performance  does not
guarantee  future  results.  Factors  affecting the  performance  of a Portfolio
include general market conditions, operating expenses and investment management.
An  Owner's  value  upon a  withdrawal  of a Policy may be more or less than the
original Purchase Payment.

PERFORMANCE INFORMATION

The  Accumulation  Units of the Separate  Account are new and therefore  have no
performance  history.   However,  the  corresponding  Portfolios  have  been  in
existence for some time and consequently have investment performance history. In
order to demonstrate how the historical  investment experience of the Portfolios
affects  Accumulation  Unit values,  the following  performance  information was
developed.  The  information  is based  upon the  historical  experience  of the
Portfolios and is for the periods shown.

ACTUAL  PERFORMANCE  WILL  VARY  AND  THE  HYPOTHETICAL  RESULTS  SHOWN  ARE NOT
NECESSARILY  REPRESENTATIVE  OF FUTURE  RESULTS.  Performance for periods ending
after those shown may vary  substantially from the examples shown below. Chart 1
shows the  performance  of the  Accumulation  Units  calculated  for a specified
period of time assuming an initial  Purchase Payment of $1,000 allocated to each
Portfolio and a deduction of all charges and deductions  (see  "Expenses" in the
prospectus). Chart 2 is identical to Chart 1 except that it does not reflect the
deduction of the withdrawal  charge.  Chart 3 shows cumulative total return with
the deduction of all charges.  Chart 4 shows cumulative total return without the
deduction of the withdrawal charge. The performance figures in all 4 charts also
reflect the actual fees and  expenses  paid by each  Portfolio.  The  percentage
increases are determined by subtracting  the initial  Purchase  Payment from the
ending value and dividing the remainder by the beginning value. All calculations
do not reflect the deduction of any premium taxes.

HISTORICAL FUND PERFORMANCE FOR PERIODS ENDING 12/31/96:

<TABLE>
<CAPTION>
<S>                            <C>          <C>           <C>           <C>
CHART 1 - AVERAGE ANNUAL TOTAL RETURN
                                                           10 YEARS
                                                           or Since      INCEPTION
                                 1 YEAR      5 YEARS       Inception       DATE
                                 ------      -------       ---------       ----
Merrill Lynch Variable Series
   Funds, Inc.

Prime Bond Fund                  -10.13%        1.85%         3.39%       4/20/82

Special Value Focus Fund          -4.50%        6.05%         2.73%       4/20/82

American Balanced Fund            -2.90%        3.56%         5.87%       6/01/88

International Equity Focus Fund   -5.97%          N/A         0.26%       7/01/93

High Current Income Fund          -1.39%        7.26%         7.36%       4/20/82


Dreyfus Stock Index Fund           9.71%        9.34%         8.83%       9/29/89

The Dreyfus Socially
Responsible Growth Fund, Inc.      8.42%          N/A        12.49%       10/07/93


Dreyfus Variable Investment Fund

Growth and Income Portfolio        7.95%          N/A        20.72%       5/02/94

Small Company Stock Portfolio       N/A           N/A        -4.97%       5/01/96

</TABLE>

<TABLE>
<CAPTION>
<S>                            <C>          <C>           <C>           <C>
CHART 2 - TOTAL RETURN WITHOUT WITHDRAWAL CHARGES
                                                            10 YEARS
                                                            or Since      INCEPTION
                                 1 YEAR       5 YEARS       Inception       DATE
                                 ------       -------       ---------       ----

Merrill Lynch Variable Series
Funds, Inc.

Prime Bond Fund                   -2.31%        2.60%         3.39%        4/20/82

Special Value Focus Fund           3.50%        6.83%         2.73%        4/20/82

American Balanced Fund             5.10%        4.32%         5.87%        6/01/88

International Equity Focus Fund    2.03%         N/A          1.59%        7/01/93

High Current Income Fund           6.61%        8.05%         7.36%        4/20/82

Dreyfus Stock Index Fund          17.71%       10.14%         8.96%        9/29/89

The Dreyfus Socially
Responsible Growth Fund, Inc.     16.42%         N/A         14.10%        10/07/93

Dreyfus Variable Investment Fund

Growth and Income Portfolio       15.95%         N/A         22.88%       5/02/94

Small Company Stock Portfolio       N/A          N/A          7.01%       5/01/96
</TABLE>

<TABLE>
<CAPTION>
<S>                            <C>          <C>           <C>           <C>
CHART 3- CUMULATIVE TOTAL RETURN
                                                            10 YEARS
                                                            or Since      INCEPTION
                                 1 YEAR       5 YEARS       Inception       DATE
                                 ------       -------       ---------       ----

Merrill Lynch Variable Series
Funds, Inc.

Prime Bond Fund                  -10.13%        9.58%        39.61%        4/20/82

Special Value Focus Fund          -4.50%       34.13%        30.96%        4/20/82

American Balanced Fund            -2.90%       19.12%        63.19%        6/01/88

International Equity Focus Fund   -5.97%         N/A          0.91%        7/01/93

High Current Income Fund          -1.39%       41.96%       103.52%        4/20/82

Dreyfus Stock Index Fund           9.71%       56.27%        84.83%        9/29/89

The Dreyfus Socially
Responsible Growth Fund, Inc.      8.42%         N/A         46.34%        10/07/93

Dreyfus Variable Investment Fund

Growth and Income Portfolio        7.95%         N/A         65.28%        5/02/94

Small Company Stock Portfolio       N/A          N/A         -3.36%        5/01/96

</TABLE>


<TABLE>
<CAPTION>
<S>                            <C>          <C>           <C>           <C>
CHART 4- CUMULATIVE TOTAL RETURN WITHOUT WITHDRAWAL CHARGES
                                                            10 YEARS
                                                            or Since      INCEPTION
                                 1 YEAR       5 YEARS       Inception       DATE
                                 ------       -------       ---------       ----

Merrill Lynch Variable Series
Funds, Inc.

Prime Bond Fund                   -2.31%       13.67%        39.61%        4/20/82

Special Value Focus Fund           3.50%       39.14%        30.96%        4/20/82

American Balanced Fund             5.10%       23.57%        63.19%        6/01/88

International Equity Focus Fund    2.03%         N/A          5.67%        7/01/93

High Current Income Fund           6.61%       47.26%       103.52%        4/20/82

Dreyfus Stock Index Fund          17.71%       62.11%        86.51%        9/29/89

The Dreyfus Socially
Responsible Growth Fund, Inc.     16.42%         N/A         53.24%        10/07/93

Dreyfus Variable Investment Fund

Growth and Income Portfolio       15.95%         N/A         73.28%        5/02/94

Small Company Stock Portfolio       N/A          N/A          4.64%        5/01/96

</TABLE>


                                   TAX STATUS

NOTE:  THE FOLLOWING  DESCRIPTION IS BASED UPON THE COMPANY'S  UNDERSTANDING  OF
CURRENT  FEDERAL INCOME TAX LAW APPLICABLE TO ANNUITIES IN GENERAL.  THE COMPANY
CANNOT  PREDICT  THE  PROBABILITY  THAT ANY  CHANGES  IN SUCH LAWS WILL BE MADE.
PURCHASERS ARE CAUTIONED TO SEEK COMPETENT TAX ADVICE  REGARDING THE POSSIBILITY
OF SUCH CHANGES.  THE COMPANY DOES NOT GUARANTEE THE TAX STATUS OF THE POLICIES.
PURCHASERS  BEAR THE  COMPLETE  RISK THAT THE  POLICIES  MAY NOT BE  TREATED  AS
"ANNUITY  CONTRACTS"  UNDER  FEDERAL  INCOME  TAX LAWS.  IT  SHOULD  BE  FURTHER
UNDERSTOOD  THAT THE  FOLLOWING  DISCUSSION IS NOT  EXHAUSTIVE  AND THAT SPECIAL
RULES NOT DESCRIBED HEREIN MAY BE APPLICABLE IN CERTAIN SITUATIONS. MOREOVER, NO
ATTEMPT HAS BEEN MADE TO CONSIDER ANY APPLICABLE STATE OR OTHER TAX LAWS.

GENERAL

Section 72 of the Internal Revenue Code of 1986, as amended ("Code") governs 
taxation of annuities in general. An Owner is not taxed on increases in the 
value of a Policy until distribution occurs, either in the form of a lump sum 
payment or as annuity  payments  under the Annuity Option elected. For a lump 
sum payment received as a total surrender (total redemption) or death  benefit,
the  recipient  is taxed on the portion of the payment  that exceeds  the cost 
basis of the Policy.  For  Non-Qualified  Policies,  this cost basis is 
generally the Purchase Payments, while for Qualified Policies there may be no 
cost  basis.  The  taxable  portion  of the lump sum  payment  is taxed at
ordinary income tax rates.

For annuity payments, a portion of each payment in excess of an exclusion amount
is includible in taxable  income.  The exclusion  amount for payments based on a
fixed annuity option is determined by multiplying  the payment by the ratio that
the cost basis of the Policy (adjusted for any period certain or refund feature)
bears to the expected return under the Policy. The exclusion amount for payments
based on a variable  annuity  option is determined by dividing the cost basis of
the Policy  (adjusted for any period certain or refund feature) by the number
of years over which the annuity is expected to be paid.  Payments received after
the  investment  in the Policy has been  recovered  (i.e.  when the total of the
excludable  amounts equal the investment in the Policy) are fully  taxable.  The
taxable  portion  is  taxed at  ordinary  income  rates.  For  certain  types of
Qualified  Plans there may be no cost basis in the Policy  within the meaning of
Section 72 of the Code. Owners,  Annuitants and Beneficiaries under the Policies
should  seek  competent  financial  advice  about  the tax  consequences  of any
distributions.

The Company is taxed as a life  insurance  company  under the Code.  For federal
income tax  purposes,  the  Separate  Account is not a separate  entity from the
Company, and its operations form a part of the Company.

DIVERSIFICATION

Section  817(h) of the Code  imposes  certain  diversification  standards on the
underlying  assets of  variable  annuity  contracts.  The Code  provides  that a
variable  annuity  contract  will not be treated as an annuity  contract for any
period (and any subsequent  period) for which the investments are not adequately
diversified  in  accordance  with  regulations  prescribed  by the United States
Treasury Department ("Treasury  Department").  Disqualification of the Policy as
an annuity  contract  would result in  imposition  of federal  income tax to the
Policy  Owner with  respect to  earnings  allocable  to the Policy  prior to the
receipt of payments under the Policy.  The Code contains a safe harbor provision
which   provides  that  annuity   contracts   such  as  the  Policies  meet  the
diversification  requirements if, as of the end of each quarter,  the underlying
assets meet the diversification standards for a regulated investment company and
no more than fifty-five  percent (55%) of the total assets consist of cash, cash
items, U.S. government  securities and securities of other regulated  investment
companies.

On March 2, 1989,  the  Treasury  Department  issued  regulations  (Treas.  Reg.
1.817-5)  which  established  diversification  requirements  for the  investment
portfolios  underlying variable contracts such as the Policies.  The regulations
amplify the diversification requirements for variable contracts set forth in the
Code and provide an alternative to the safe harbor provision described above.
Under  the  regulations,  an  investment  portfolio  will be  deemed  adequately
diversified  if:  (1) no more than 55% of the  value of the total  assets of the
portfolio  is  represented  by any one  investment;  (2) no more than 70% of the
value  of  the  total  assets  of  the  portfolio  is  represented  by  any  two
investments;  (3) no more  than 80% of the  value  of the  total  assets  of the
portfolio is represented by any three  investments;  and (4) no more than 90% of
the  value of the total  assets  of the  portfolio  is  represented  by any four
investments.

The  Code  provides  that  for  purposes  of  determining  whether  or  not  the
diversification standards imposed on the underlying assets of variable contracts
by Section  817(h) of the Code have been met,  "each  United  States  government
agency or instrumentality shall be treated as a separate issuer."

The Company intends that all Portfolios  underlying the Policies will be managed
by the investment advisers for the Portfolios in such a manner as to comply with
these diversification requirements.

The Treasury  Department has indicated that the  diversification  Regulations do
not provide guidance  regarding the  circumstances in which owner control of the
investments  of the  Separate  Account will cause the owner to be treated as the
owner of the assets of the Separate  Account,  thereby  resulting in the loss of
favorable  tax  treatment  for the Policy.  At this time it cannot be determined
whether additional guidance will be provided and what standards may be contained
in such guidance.

The amount of Owner control which may be exercised under the Policy is different
in some respects from the  situations  addressed in published  rulings issued by
the Internal  Revenue Service in which it was held that the policy owner was not
the owner of the assets of the separate  account.  It is unknown  whether  these
differences, such as the Owner's ability to transfer among investment choices or
the number and type of investment choices available, would cause the Owner to be
considered as the owner of the assets of the Separate  Account  resulting in the
imposition of federal income tax to the Owner with respect to earnings allocable
to the Policy prior to receipt of payments under the Policy.

In the event any forthcoming guidance or ruling is considered to set forth a new
position,  such guidance or ruling will generally be applied only prospectively.
However,  if such  ruling  or  guidance  was not  considered  to set forth a new
position,  it  may  be  applied  retroactively  resulting  in  the  Owner  being
retroactively determined to be the owner of the assets of the Separate Account.

Due to the  uncertainty in this area,  the Company  reserves the right to modify
the Policy in an attempt to maintain favorable tax treatment.

MULTIPLE POLICIES

The Code provides that multiple non-qualified annuity contracts which are issued
within a calendar year period to the same  contract  owner by one company or its
affiliates are treated as one annuity  contract for purposes of determining  the
tax consequences of any  distribution.  Such treatment may result in adverse tax
consequences, including more rapid taxation of the distributed amounts from such
combination  of  contracts.  Owners  should  consult  a  tax  adviser  prior  to
purchasing  more than one  non-qualified  annuity  contract in any calendar year
period.

POLICIES OWNED BY OTHER THAN NATURAL PERSONS

Under Section 72(u) of the Code,  the investment  earnings on purchase  payments
for the  Policies  will be  taxed  currently  to the  Owner  if the  Owner  is a
non-natural person, e.g., a corporation or certain other entities. Such Policies
generally  will not be treated as  annuities  for federal  income tax  purposes.
However,  this  treatment  is not applied to  Policies  held by a trust or other
entity as an agent for a natural person nor to Policies held by qualified plans.
Purchasers  should  consult  their own tax counsel or other tax  adviser  before
purchasing a Policy to be owned by a non-natural person.

TAX TREATMENT OF ASSIGNMENTS

An  assignment  or pledge  of a Policy  may be a taxable  event.  Owners  should
therefore  consult  competent tax advisers  should they wish to assign or pledge
their Policies.

INCOME TAX WITHHOLDING

All distributions or the portion thereof which is includible in the gross income
of the Owner are subject to federal income tax withholding.  Generally,  amounts
are withheld from periodic payments at the same rate as wages and at the rate of
10% from non-periodic payments. However, the Owner, in most cases, may elect not
to have taxes withheld or to have withholding done at a different rate.

Effective January 1, 1993, certain distributions from retirement plans qualified
under Section 401 or Section 403(b) of the Code,  which are not directly  rolled
over to another  eligible  retirement plan or individual  retirement  account or
individual  retirement  annuity,  are subject to a mandatory 20% withholding for
federal income tax. The 20% withholding requirement generally does not apply to:
a) a series of substantially  equal payments made at least annually for the life
or life expectancy of the  participant or joint and last survivor  expectancy of
the participant and a designated  beneficiary,  or for a specified  period of 10
years or more; or b) distributions which are required minimum distributions;  or
(c) the  portion of the  distributions  not  includible  in gross  income  (i.e.
returns of after-tax  contributions).  Participants should consult their own tax
counsel or other tax adviser regarding withholding requirements.

TAX TREATMENT OF WITHDRAWALS - NON-QUALIFIED POLICIES

Section 72 of the Code governs the treatment of distributions from  annuity
contracts. It provides that if the contract value exceeds the aggregate purchase
payments  made,  any amount  withdrawn  will be treated as coming first from the
earnings and then,  only after the income  portion is exhausted,  as coming from
the principal.  Withdrawn  earnings are  includible in gross income.  It further
provides that a ten percent  (10%)  penalty will apply to the income  portion of
any distribution.  However, the penalty is not imposed on amounts received:  (a)
after the taxpayer  reaches age 59 1/2; (b) after the death of the Owner; (c) if
the taxpayer is totally  disabled (for this purpose  disability is as defined in
Section 72(m)(7) of the Code);  (d) in a series of substantially  equal periodic
payments  made  not  less  frequently  than  annually  for  the  life  (or  life
expectancy) of the taxpayer or for the joint lives (or joint life  expectancies)
of the taxpayer and his  Beneficiary;  (e) under an  immediate  annuity;  or (f)
which are allocable to purchase payments made prior to August 14, 1982.

The Policy  provides that upon the death of the  Annuitant  prior to the Annuity
Date,  the death  benefit will be paid to the named  Beneficiary.  Such payments
made upon the death of the  Annuitant  who is not the Owner of the Policy do not
qualify for the death of Owner exception described above, and will be subject to
the ten percent (10%)  distribution  penalty  unless the  Beneficiary  is 59 1/2
years old or one of the other exceptions to the penalty applies.

The above information does not apply to Qualified  Policies.  However,  separate
tax withdrawal  penalties and restrictions may apply to such Qualified Policies.
(See "Tax Treatment of Withdrawals - Qualified Policies.")

QUALIFIED PLANS

The Policies offered by the Prospectus are designed to be suitable for use under
various  types of  Qualified  Plans.  Because of the  minimum  Purchase  Payment
requirements,  the Policies may not be  appropriate  for some  periodic  payment
retirement  plans.  Taxation of  participants in each Qualified Plan varies with
the type of plan  and  terms  and  conditions  of each  specific  plan.  Owners,
Annuitants and  Beneficiaries are cautioned that benefits under a Qualified Plan
may be subject to the terms and  conditions of the plan  regardless of the terms
and  conditions of the Policies  issued  pursuant to the plan.  Some  retirement
plans  are  subject  to  distribution  and  other   requirements  that  are  not
incorporated into the Company's administrative procedures.  Owners, participants
and   Beneficiaries   are  responsible  for  determining   that   contributions,
distributions  and other  transactions  with respect to the Policies comply with
applicable  law.  Following are general  descriptions  of the types of Qualified
Plans with which the Policies may be used. Such  descriptions are not exhaustive
and are for  general  informational  purposes  only.  The  tax  rules  regarding
Qualified Plans are very complex and will have differing applications, depending
on individual  facts and  circumstances.  Each purchaser should obtain competent
tax advice prior to purchasing a Policy issued under a Qualified Plan.

Policies  issued   pursuant  to  Qualified  Plans  include  special   provisions
restricting  Policy  provisions that may otherwise be available and described in
this Statement of Additional Information. Generally, Policies issued pursuant to
Qualified  Plans are not  transferable  except upon surrender or  annuitization.
Various  penalty and excise taxes may apply to  contributions  or  distributions
made in violation of applicable  limitations.  Furthermore,  certain  withdrawal
penalties and restrictions may apply to surrenders from Qualified Policies. (See
"Tax Treatment of Withdrawals - Qualified Policies.")

a.   Tax-Sheltered Annuities

Section 403(b) of the Code permits the purchase of "tax-sheltered  annuities" by
public schools and certain charitable,  educational and scientific organizations
described in Section 501(c)(3) of the Code. These qualifying  employers may make
contributions  to  the  Policies  for  the  benefit  of  their  employees.  Such
contributions  are not  includable in the gross income of the employee until the
employee receives  distributions from the Policy. The amount of contributions to
the  tax-sheltered  annuity is limited to certain  maximums imposed by the Code.
Furthermore, the Code sets forth additional restrictions governing such items as
transferability,  distributions,  nondiscrimination  and withdrawals.  (See "Tax
Treatment of  Withdrawals - Qualified  Policies" and "Tax-Sheltered  Annuities -
Withdrawal  Limitations.")  Employee loans are allowed under these Policies. Any
employee  should  obtain  competent  tax  advice  as to the  tax  treatment  and
suitability of such an investment and the tax consequences of loans.

b.   Individual Retirement Annuities

Section  408(b) of the Code permits  eligible  individuals  to  contribute to an
individual  retirement  program  known  as an  "Individual  Retirement  Annuity"
("IRA"). Under applicable limitations,  certain amounts may be contributed to an
IRA which may be deductible from the individual's  gross income.  These IRAs are
subject  to  limitations  on  eligibility,  contributions,  transferability  and
distributions.  (See "Tax Treatment of Withdrawals - Qualified Policies.") Under
certain conditions,  distributions from other IRAs and other Qualified Plans may
be rolled over or  transferred  on a  tax-deferred  basis into an IRA.  Sales of
Policies  for use with IRAs are subject to special  requirements  imposed by the
Code, including the requirement that certain  informational  disclosure be given
to persons desiring to establish an IRA.  Purchasers of Policies to be qualified
as Individual  Retirement Annuities should obtain competent tax advice as to the
tax treatment and suitability of such an investment.

c.   H.R. 10 Plans

Section 401 of the Code permits self-employed individuals to establish Qualified
Plans for themselves and their employees,  commonly  referred to as "H.R. 10" or
"Keogh" plans.  Contributions  made to the Plan for the benefit of the employees
will not be included in the gross income of the employees until distributed from
the Plan.  The tax  consequences  to  participants  may vary  depending upon the
particular Plan design. However, the Code places limitations and restrictions on
all plans including on such items as: amount of allowable  contributions;  form,
manner and timing of  distributions;  transferability  of benefits;  vesting and
nonforfeitability   of   interests;   nondiscrimination   in   eligibility   and
participation;   and  the  tax  treatment  of  distributions,   withdrawals  and
surrenders.   (See  "Tax  Treatment  of  Withdrawals  -  Qualified   Policies.")
Purchasers of Policies for use with an H.R. 10 Plan should obtain  competent tax
advice as to the tax treatment and suitability of such an investment.

d.   Corporate Pension and Profit-Sharing Plans

Sections 401(a) and 401(k) of the Code permit  corporate  employers to establish
various types of retirement  plans for  employees.  These  retirement  plans may
permit  the  purchase  of the  Policies  to  provide  benefits  under  the plan.
Contributions to the plan for the benefit of employees will not be includible in
the gross  income of the  employees  until  distributed  from the plan.  The tax
consequences to participants may vary depending upon the particular plan design.
However,  the Code places limitations and restrictions on all plans including on
such items as:  amount of allowable  contributions;  form,  manner and timing of
distributions;  transferability of benefits;  vesting and  nonforfeitability  of
interests;  nondiscrimination  in  eligibility  and  participation;  and the tax
treatment of distributions,  withdrawals and surrenders.  (See "Tax Treatment of
Withdrawals  -  Qualified  Policies.")  Purchasers  of  Policies  for  use  with
Corporate  Pension or Profit Sharing Plans should obtain competent tax advice as
to the tax treatment and suitability of such an investment.

TAX TREATMENT OF WITHDRAWALS - QUALIFIED POLICIES

In the case of a withdrawal  under a Qualified  Policy, a ratable portion of the
amount  received is taxable,  generally  based on the ratio of the  individual's
cost basis to the individual's  total accrued benefit under the retirement plan.
Special tax rules may be available  for certain  distributions  from a Qualified
Policy.  Section  72(t) of the Code  imposes a 10%  penalty  tax on the  taxable
portion of any distribution from qualified retirement plans,  including Policies
issued and  qualified  under Code  Sections  403(b)  (Tax-Sheltered  Annuities),
408(b) (Individual  Retirement Annuities) and 401 (H.R. 10 and Corporate Pension
and  Profit-Sharing  Plans).  To the extent  amounts are not includible in gross
income  because  they have been  properly  rolled  over to an IRA or to  another
eligible  Qualified  Plan, no tax penalty will be imposed.  The tax penalty will
not apply to the  following  distributions:  (a) if  distribution  is made on or
after the date on which the Owner or Annuitant  (as  applicable)  reaches age 59
1/2;  (b)  distributions  following  the  death or  disability  of the  Owner or
Annuitant (as applicable) (for this purpose  disability is as defined in Section
72(m)(7) of the Code); (c) after separation from service, distributions that are
part of  substantially  equal periodic  payments made not less  frequently  than
annually  for the life (or  life  expectancy)  of the  Owner  or  Annuitant  (as
applicable)  or the joint  lives (or joint life  expectancies)  of such Owner or
Annuitant (as applicable) and his designated  beneficiary;  (d) distributions to
an Owner or Annuitant (as  applicable)  who has separated  from service after he
has  attained  age 55;  (e)  distributions  made to the Owner or  Annuitant  (as
applicable) to the extent such  distributions do not exceed the amount allowable
as a deduction  under Code Section 213 to the Owner or Annuitant (as applicable)
for amounts paid during the taxable  year for medical  care;  (f)  distributions
made to an alternate payee pursuant to a qualified domestic relations order; and
(g)  distributions  from an  Individual  Retirement  Annuity for the purchase of
medical  insurance  (as described in Section  213(d)(1)(D)  of the Code) for the
Owner or Annuitant (as  applicable)  and his or her spouse and dependents if the
Owner or Annuitant (as applicable) has received unemployment compensation for at
least 12 weeks. This exception will no longer apply after the Owner or Annuitant
(as applicable) has been re-employed for at least 60 days. The exceptions stated
in items (d) and (f) above do not apply in the case of an Individual  Retirement
Annuity.  The exception  stated in item (c) applies to an Individual  Retirement
Annuity without the requirement that there be a separation from service.

Generally, distributions from a Qualified Plan must commence no later than April
1 of the  calendar  year  following  the  later  of:  (a) the year in which  the
employee  attains  age 70 1/2 or (b) the  calendar  year in which  the  employee
retires.  The date set forth in (b) does not apply to an  Individual  Retirement
Annuity.  Required  distributions  must be over a period not  exceeding the life
expectancy  of the  individual  or the joint lives or life  expectancies  of the
individual  and  his or her  designated  beneficiary.  If the  required  minimum
distributions  are not made,  a 50%  penalty tax is imposed as to the amount not
distributed.

TAX-SHELTERED ANNUITIES - WITHDRAWAL LIMITATIONS

The Code limits the withdrawal of amounts  attributable  to  contributions  made
pursuant to a salary  reduction  agreement (as defined in Section  403(b)(11) of
the Code) to  circumstances  only when the Owner:  (1)  attains age 59 1/2 ; (2)
separates from service;  (3) dies; (4) becomes  disabled  (within the meaning of
Section  72(m)(7)  of  the  Code);  or (5) in the  case  of  hardship.  However,
withdrawals  for hardship are  restricted  to the portion of the Owner's  Policy
value  which  represents  contributions  by the Owner and does not  include  any
investment  results.  The  limitations  on  withdrawals  apply  only  to  salary
reduction  contributions  made after the end of the plan year beginning in 1988,
and to income  attributable to such contributions and to income  attributable to
amounts held as of the end of the plan year beginning in 1988.  The  limitations
on withdrawals do not affect rollovers and transfers  between certain  Qualified
Plans.  Owners  should  consult  their  own tax  counsel  or other  tax  adviser
regarding any distributions.


                               ANNUITY PROVISIONS

VARIABLE ANNUITY PAYOUT

An Owner may elect a variable annuity payout.  Variable annuity payments reflect
the investment performance of the Funds in accordance with the allocation of the
value of the Policy to the Funds  during the Annuity  Period.  Variable  annuity
payments are not guaranteed as to dollar amount.

The Company will  determine the number of Annuity Units payable for each payment
by dividing the dollar amount of the first  annuity  payment by the Annuity Unit
value for each  applicable  Fund on the  Annuity  Date.  This sets the number of
Annuity  Units for each  applicable  Fund.  The number of Annuity  Units payable
remains the same unless an Owner  transfers a portion of the annuity  benefit to
another  Fund or to a fixed  annuity.  The  dollar  amount is not fixed and will
change from month to month.

The dollar  amount of the variable  annuity  payments for each  applicable  Fund
after the first payment is determined by multiplying the fixed number of Annuity
Units per payment in each Fund by the Annuity Unit value for the last  valuation
period of the month  preceding  the month  for which the  payment  is due.  This
result is the dollar amount of the payment for each  applicable  Fund. The total
dollar  amount  of each  variable  annuity  payment  is the sum of all  variable
annuity  payments  reduced by the applicable  portion of the policy  maintenance
charge.

VARIABLE ANNUITY UNIT

The value of any annuity  unit for each Fund was  arbitrarily  set  initially at
$10. The Annuity Unit value at the end of any  subsequent  valuation  period is
determined as follows:

     1. The net investment factor for the current valuation period is multiplied
by the  value of the  Annuity  Unit for the Fund for the  immediately  preceding
valuation period.

     2. The result is then divided by the assumed  investment  rate factor which
equals  1.00 plus the assumed  investment  rate for the number of days since the
preceding valuation date.

An Owner can choose  either a 3%, 4%, or 5% assumed  investment  rate. If one is
not chosen, the assumed investment rate will be 3%.

The assumed  investment rate is the assumed rate of return used to determine the
first annuity payment for a variable annuity option. A higher assumed investment
rate will result in a higher first payment. Choice of a lower assumed investment
rate will result in a lower first payment.  Payments will increase  whenever the
actual  return  exceeds the chosen rate.  Payments  will  decrease  whenever the
actual return is less than the chosen rate.

FIXED ANNUITY PAYOUT

The dollar  amount of each fixed  annuity  payment  will be at least as great as
that  determined  in  accordance  with the 3% Annuity  Table.  The fixed annuity
provides  a 3% annual  guaranteed  interest  rate on all  Annuity  Options.  The
Company may pay or credit excess interest on a fixed annuity at its discretion.

                              FINANCIAL STATEMENTS

The  financial  statements of the Company  included  herein should be considered
only as bearing  upon the ability of the Company to meet its  obligations  under
the Policies.







                       AMERICAN FIDELITY ASSURANCE COMPANY
                                AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                    AS OF DECEMBER 31, 1996 AND 1995, AND FOR
                       EACH OF THE YEARS IN THE THREE-YEAR
                         PERIOD ENDED DECEMBER 31, 1996

                   (WITH INDEPENDENT AUDITORS' REPORT THEREON)





                          INDEPENDENT AUDITORS' REPORT



Board of Directors
American Fidelity Assurance Company:


We have  audited  the  accompanying  consolidated  balance  sheets  of  American
Fidelity  Assurance  Company and  subsidiaries  (the Company) as of December 31,
1996 and 1995, and the related consolidated statements of income,  stockholder's
equity  and cash  flows for each of the  years in the  three-year  period  ended
December  31,   1996.   These   consolidated   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated 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 audits 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 consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of American Fidelity
Assurance  Company and  subsidiaries  as of December 31, 1996 and 1995,  and the
results  of their  operations  and their cash flows for each of the years in the
three-year period ended December 31, 1996, in conformity with generally accepted
accounting principles.

Also, in our opinion, the related financial statement schedules, when considered
in relation to the basic  consolidated  financial  statements  taken as a whole,
present fairly, in all material respects, the information set forth therein.

                                                           KPMG PEAT MARWICK LLP

Oklahoma City, Oklahoma
March 14, 1997



              AMERICAN FIDELITY ASSURANCE COMPANY AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                           DECEMBER 31, 1996 AND 1995
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
 Assets                                                    1996       1995
- ------------------------------------------------------  ----------  ---------
<S>                                                     <C>         <C>
Investments:
 Fixed maturities held-to-maturity, at amortized cost
   (fair value $251,034 and $241,533 in 1996 and
   1995, respectively)                                  $  251,944    233,313
 Fixed maturities available-for-sale, at fair value
   (amortized cost of $551,856 and $546,401
   in 1996 and 1995, respectively)                         559,121    572,717
 Equity securities, at fair value:
   Preferred stocks (cost $4,600 in 1995)                        -      2,700
   Common stocks (cost $9,692 and $6,192 in
     1996 and 1995, respectively)                           12,046      7,460
 Mortgage loans on real estate, net                        130,508    121,641
 Investment real estate, at cost (less accumulated
   depreciation of $7,047 and $7,816 in 1996
   and 1995, respectively)                                  18,954     25,685
 Policy loans                                                8,359      8,165
 Short-term and other investments                           12,763      9,347
                                                        ----------  ---------
                                                           993,695    981,028
                                                        ----------  ---------

Cash                                                        15,962     14,726

Accrued investment income                                   14,248     13,770

Accounts receivable:
 Uncollected premiums                                       21,665     16,518
 Reinsurance receivable                                     36,794     28,947
 Other                                                      12,341     10,329
                                                        ----------  ---------
                                                            70,800     55,794
                                                        ----------  ---------

Deferred policy acquisition costs                          162,497    152,415

Other assets                                                 6,954      7,807

Separate account assets                                     98,896     74,767
                                                        ----------  ---------

     Total assets                                       $1,363,052  1,300,307
                                                        ==========  =========
</TABLE>

See accompanying notes to consolidated financial statements.


<TABLE>
<CAPTION>
 Liabilities and Stockholder's Equity                       1996       1995
- -------------------------------------------------------  ----------  ---------
<S>                                                      <C>         <C>

Policy liabilities:
 Reserves for future policy benefits:
   Life and annuity                                      $  102,820     99,036
   Accident and health                                      121,097    106,992
 Unearned premiums                                            2,376      1,972
 Benefits payable                                            33,178     26,027
 Funds held under deposit administration contracts          556,665    542,808
 Other policy liabilities                                    85,068     88,239
                                                         ----------  ---------
                                                            901,204    865,074
                                                         ----------  ---------

Other liabilities:
 Net deferred income tax liability                           48,278     52,115
 General expenses, taxes, licenses and fees payable
   and other liabilities                                     34,125     29,868
                                                         ----------  ---------
                                                             82,403     81,983
                                                         ----------  ---------

Notes payable                                                19,839     19,042

Separate account liabilities                                 98,896     74,767
                                                         ----------  ---------
     Total liabilities                                    1,102,342  1,040,866
                                                         ----------  ---------

Stockholder's equity:
 Common stock, par value $10 per share.  250,000
   shares authorized, issued and outstanding                  2,500      2,500
 Additional paid-in capital                                  19,916     17,718
 Net unrealized holding gain on investments
   available-for-sale, net of deferred tax expense
   of $3,367 and $9,656 in 1996 and
   1995, respectively                                         6,252     16,028
 Retained earnings                                          232,042    223,195
                                                         ----------  ---------
     Total stockholder's equity                             260,710    259,441


Commitments and contingencies (notes 9, 10, 11, and 13)

     Total liabilities and stockholder's equity          $1,363,052  1,300,307
                                                         ==========  =========
</TABLE>


              AMERICAN FIDELITY ASSURANCE COMPANY AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

                  YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
                     (IN THOUSANDS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                  1996        1995      1994
                                                               -----------  --------  --------
<S>                                                            <C>          <C>       <C>
Revenues:
 Premiums:
   Life and annuity                                            $   24,187    24,514    25,012 
   Accident and health                                            166,057   156,960   194,382 
                                                               -----------  --------  --------
                                                                  190,244   181,474   219,394 
 Net investment income                                             67,502    65,326    57,079 
 Other                                                             11,250    12,190     8,102 
                                                               -----------  --------  --------
       Total revenues                                             268,996   258,990   284,575 
                                                               -----------  --------  --------

Benefits:
 Benefits paid or provided:
   Life and annuity                                                18,539    18,849    17,604 
   Accident and health                                             93,858    74,219   109,796 
 Interest credited to funded contracts                             28,386    27,635    24,251 
 Increase in reserves for future policy benefits:
   Life and annuity (net of increase in reinsurance
     reserves ceded of $11, $53, and $8 in 1996,
     1995, and 1994, respectively)                                  4,336     4,619     4,994 
   Accident and health (net of increase (decrease) in
     reinsurance reserves ceded of $2,941, $(441), and
     $2,109 in 1996, 1995, and 1994, respectively)                 13,259    15,535     7,888 
                                                               -----------  --------  --------
                                                                  158,378   140,857   164,533 
                                                               -----------  --------  --------
Expenses:
 Selling costs                                                     47,105    48,784    56,684 
 Other operating, administrative and general expenses              44,942    42,586    39,066 
 Taxes, other than income taxes, and licenses and fees              6,535     6,250     6,184 
 Increase in deferred policy acquisition costs                    (10,082)  (11,902)   (6,507)
                                                               -----------  --------  --------
                                                                   88,500    85,718    95,427 
                                                               -----------  --------  --------

       Total benefits and expenses                                246,878   226,575   259,960 
                                                               -----------  --------  --------

       Income from continuing operations before income taxes       22,118    32,415    24,615 

Income taxes from continuing operations:
 Current                                                            4,421    10,443     4,506 
 Deferred                                                           4,650       554     7,248 
                                                               -----------  --------  --------
                                                                    9,071    10,997    11,754 
                                                               -----------  --------  --------

       Net income from continuing operations                       13,047    21,418    12,861 

Income from discontinued operations (net of applicable
 income tax expense of $646)                                            -         -     2,006 
                                                               -----------  --------  --------

       Net income                                              $   13,047    21,418    14,867 
                                                               ===========  ========  ========

Net income per share from continuing operations                $    52.19     85.67     51.44 
                                                               ===========  ========  ========

Net income per share                                           $    52.19     85.67     59.47 
                                                               ===========  ========  ========
</TABLE>


See accompanying notes to consolidated financial statements.

              AMERICAN FIDELITY ASSURANCE COMPANY AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY

                  YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                Net
                                                Additional  Unrealized
                                       Common    Paid-in      Holding    Retained
                                        Stock    Capital       Gain      Earnings
                                       -------  ----------  -----------  ---------
<S>                                    <C>      <C>         <C>          <C>
Balance at December 31, 1993           $ 2,500      11,890       5,103    189,210 

Net income                                   -           -           -     14,867 

Investments transferred to available-
 for-sale, net of deferred taxes             -           -       4,400          - 

Decrease in unrealized holding gain,
 net of deferred taxes                       -           -      (8,554)         - 

Capital contributed by parent                -       1,743           -          - 

Dividends                                    -           -           -     (2,300)
                                       -------  ----------  -----------  ---------

Balance at December 31, 1994             2,500      13,633         949    201,777 

Net income                                   -           -           -     21,418 

Investments transferred to available-
 for-sale, net of deferred taxes             -           -       8,828          - 

Increase in unrealized holding gain,
 net of deferred taxes                       -           -       6,251          - 

Capital contributed by parent on
 sale of AFI                                 -       4,085           -          - 
                                       -------  ----------  -----------  ---------

Balance at December 31, 1995             2,500      17,718      16,028    223,195 

Net income                                   -           -           -     13,047 

Decrease in unrealized holding gain,
 net of deferred taxes                       -           -      (9,776)         - 

Capital contributed by parent                -       2,198           -          - 

Dividends                                    -           -           -     (4,200)
                                       -------    ---------   -----------  ---------

Balance at December 31, 1996           $ 2,500      19,916       6,252    232,042 
                                       =======  ==========  ===========  =========
</TABLE>



See accompanying notes to consolidated financial statements.

              AMERICAN FIDELITY ASSURANCE COMPANY AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                  YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                      1996       1995       1994
                                                                   ----------  ---------  ---------
<S>                                                                <C>         <C>        <C>
Cash flows from operating activities:
 Net income                                                        $  13,047     21,418     14,867 
 Adjustments to reconcile net income to net cash
   provided by operating activities:
     Provision for depreciation                                          935        876      1,142 
     Accretion of discount on investments                               (469)      (605)      (233)
     Realized gains on investments                                    (1,793)    (2,423)    (1,755)
     Increase in deferred policy acquisition costs                   (10,082)   (11,902)    (6,507)
     Increase in accrued investment income                              (478)    (1,819)      (899)
     (Increase) decrease in accounts receivable                      (15,006)       847    (11,360)
     Increase in policy liabilities                                   36,130     66,489     43,438 
     Increase (decrease) in general expenses, taxes, licenses and
       fees payable and other liabilities                              4,257        256     (3,704)
     Deferred income taxes                                             4,650        554      7,248 
     Other                                                               840        471     (1,508)
                                                                   ----------  ---------  ---------
         Total adjustments                                            18,984     52,744     25,862 
                                                                   ----------  ---------  ---------

         Net cash provided by operating activities                    32,031     74,162     40,729 
                                                                   ----------  ---------  ---------

Cash flows from investing activities:
 Sale, maturity or repayment of investments:
   Fixed maturities held-to-maturity                                  26,867     73,984     96,526 
   Fixed maturities available-for-sale                               166,678     36,640     25,419 
   Equity securities                                                   5,708      5,635      3,286 
   Mortgage loans on real estate                                      15,736     12,426     18,657 
   Real estate                                                         9,101      7,677        627 
 Net (increase) decrease in short-term and other investments          (3,416)     3,283     23,149 
 Purchase of investments:
   Fixed maturities held-to-maturity                                 (45,961)   (60,439)  (105,841)
   Fixed maturities available-for-sale                              (171,753)  (164,417)   (91,023)
   Equity securities                                                  (4,580)    (4,249)    (6,981)
   Mortgage loans on real estate                                     (24,671)   (14,328)   (14,972)
   Real estate                                                          (907)    (2,820)      (891)
   Policy loans, net                                                    (194)      (305)      (281)
 Cash received from sale of AFI to AFC, net of cash transferred            -     21,005          - 
 Contributions from discontinued operations                                -          -      2,006 
                                                                   ----------  ---------  ---------

         Net cash used in investing activities                       (27,392)   (85,908)   (50,319)
                                                                   ----------  ---------  ---------

</TABLE>





                                                                     (Continued)
              AMERICAN FIDELITY ASSURANCE COMPANY AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                     1996        1995      1994
                                                                 ------------  --------  --------
<S>                                                              <C>           <C>       <C>
Cash flows from financing activities:
 Dividends paid to parent                                        $    (4,200)        -    (2,300)
 Capital contribution from parent                                          -     4,085         - 
 Proceeds from notes payable                                           9,075     7,095    16,396 
 Repayment of notes payable                                           (8,278)   (5,849)  (10,221)
                                                                 ------------  --------  --------

       Net cash (used in) provided by financing activities            (3,403)    5,331     3,875 
                                                                 ------------  --------  --------

Net increase (decrease) in cash                                        1,236    (6,415)   (5,715)

Cash at beginning of year                                             14,726    21,141    26,856 
                                                                 ------------  --------  --------

Cash at end of year                                              $    15,962    14,726    21,141 
                                                                 ============  ========  ========

Supplemental disclosure of cash flow information:
 Cash paid during the year for:
   Interest on notes payable                                     $     1,340     1,478     1,420 
                                                                 ============  ========  ========

   Federal income taxes                                          $     7,100    12,500     4,068 
                                                                 ============  ========  ========

Supplemental disclosure of noncash investing activities:
 Change in unrealized holding gain on investments
   available-for-sale, net of deferred tax (benefit) expense of
   $(6,289), $15,554, and $(1,746) in 1996, 1995, and 1994,
   respectively.                                                 $    (9,776)   15,079    (4,154)
                                                                 ============  ========  ========

 Investments transferred to available-for-sale                   $         -   300,850    86,493 
                                                                 ============  ========  ========

Supplemental disclosure of noncash financing activities:
 Capital contribution from parent in the form of a
   note receivable                                               $         -         -     1,743 
                                                                 ============  ========  ========
 Capital contribution from parent through forgiveness
   of deferred tax liability                                     $     2,198         -         - 
                                                                 ============  ========  ========


</TABLE>


See accompanying notes to consolidated financial statements.

              AMERICAN FIDELITY ASSURANCE COMPANY AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1996 AND 1995


(1)  SIGNIFICANT ACCOUNTING POLICIES

BUSINESS

American  Fidelity  Assurance  Company  (AFA or the  Company)  and  subsidiaries
provide a variety of financial services. The principal subsidiary of AFA for the
years ended  December  31, 1996 and 1995,  is Security  General  Life  Insurance
Company (SGLI), a life insurance  company.  Principal  subsidiaries for the year
ended  December 31, 1994,  include SGLI;  American  Fidelity  Insurance  Company
(AFI), a property and casualty insurance company; and Cimarron Insurance Company
(CIC), a property and casualty insurance company.  The Company and its insurance
subsidiaries   are  subject  to  state   insurance   regulations   and  periodic
examinations by state insurance departments.

AFA is licensed in 49 states and the District of Columbia. AFA is represented by
approximately  250  salaried  managers  and  agents,  and  over  3,000  brokers.
Activities of AFA are largely concentrated in the group disability income, group
and individual annuity, and individual medical markets. In addition,  individual
and group life  business  is also  conducted.  The main thrust of AFA's sales is
worksite  marketing of voluntary  products through the use of payroll deduction.
The Company sells these voluntary  products  through a salaried sales force that
is broken down into two  divisions:  the  Association  Group  Division (AGD) and
American  Fidelity  Educational  Services  (AFES).  AGD specializes in voluntary
disability  income insurance  programs aimed at selected groups and associations
and is funded by employees through payroll deductions. AFES focuses on marketing
to public school employees with ancillary  insurance products such as disability
income, tax sheltered annuities,  life insurance,  dread disease, and accidental
death and  dismemberment.  The  expertise  gained  by the  Company  in  worksite
marketing of voluntary  products is used by the Brokerage Division in developing
products to meet special situations and focuses on marketing to a broad range of
employers through  independent  broker agencies and agents interested in getting
into or enhancing their payroll deduction capability.

A significant portion of the Company's business consists of group and individual
annuities.  The  Company's  earnings  related to these  products are impacted by
conditions in the overall interest rate environment.  Additionally,  the Company
has  recently  taken  measures  to reduce its  involvement  with  major  medical
products in order to concentrate on its more profitable lines of business.

For the  year  ended  December  31,  1994,  AFI  was a  subsidiary  of AFA.  AFI
specializes  in the  underwriting  of preferred and standard  private  passenger
automobile, full coverage commercial automobile,  commercial property, and ocean
marine coverages.  Other products include inland marine,  miscellaneous casualty
lines, and general fire lines. Miscellaneous liability products insuring service
contracts  and  mechanical   breakdown   insurance  are  offered  via  financial
institutions,  manufacturers,  and franchised  automobile dealers. All business,
except for certain mechanical breakdown insurance,  is produced by approximately
800 independent agents throughout Texas,  Oklahoma,  Kansas,  and Louisiana.  In
1995, AFA sold AFI to its parent, American Fidelity Corporation (AFC). (See Note
12.)

BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION

The  consolidated  financial  statements  have been prepared in conformity  with
generally  accepted  accounting  principles,  which vary in some  respects  from
statutory  accounting  practices  prescribed  or  permitted  by state  insurance
departments.  (See Note 2.) The consolidated  financial  statements  include the
accounts  and  operations  of  AFA  and  its  wholly  owned  subsidiaries.   All
significant  intercompany  accounts and transactions have been eliminated in the
consolidated financial statements.

USE OF ESTIMATES

Management  of the  Company  has  made a number  of  estimates  and  assumptions
relating  to the  reporting  of assets and  liabilities  and the  disclosure  of
contingent  assets and  liabilities  to  prepare  these  consolidated  financial
statements in conformity with generally accepted accounting  principles.  Actual
results could differ from those estimates. Principal estimates that could change
in the future are the actuarial assumptions used in establishing deferred policy
acquisition costs and policy liabilities.

INVESTMENTS

Management determines the appropriate  classification of investments at the time
of purchase. If management has the intent and the Company has the ability at the
time of purchase to hold the investments until maturity,  they are classified as
held-to-maturity  and  carried at  amortized  cost.  Investments  to be held for
indefinite  periods  of  time  and  not  intended  to  be  held-to-maturity  are
classified  as  available-for-sale  and  carried  at fair  value.  Fair value of
investments available-for-sale are based on quoted market prices.

The  effect  of  any   unrealized   holding   gains  or  losses  on   securities
available-for-sale are reported as a separate component of stockholder's equity,
net of deferred taxes.  Transfers of securities  between categories are recorded
at fair value at the date of transfer.

Fixed maturities  held-to-maturity and short-term investments (bonds, notes, and
redeemable  preferred stocks) are reported at cost, adjusted for amortization of
premium or accretion of discount because it is management's intent to hold these
investments to maturity.  Equity securities (common and nonredeemable  preferred
stocks) are  reported at current fair value.  Mortgage  loans on real estate are
reported at the unpaid balance less an allowance for possible losses. Investment
in real estate is carried at cost less accumulated  depreciation.  Investment in
real estate,  excluding  land, is  depreciated  on a  straight-line  basis using
estimated  lives  ranging  from 6 to 35 years.  Policy loans are reported at the
unpaid balance.

Realized  gains or  losses  on  disposal  of  investments  are  determined  on a
specific-identification  basis and are included in the accompanying consolidated
statements of income.

Because the Company's primary business is in the insurance industry, the Company
holds a significant  amount of assets that are matched with its  liabilities  in
relation to maturity  and  interest  margin.  In order to maximize  earnings and
minimize risk, the Company invests in a diverse  portfolio of  investments.  The
portfolio is diversified  by geographic  region,  investment  type,  underlying
collateral, maturity, and industry. 

Management  does not believe the Company has any significant  concentrations  of
credit  risk.  The  investment  portfolio  includes  fixed  maturities,   equity
securities,   mortgage  loans,   real  estate,   policy  loans,  and  short-term
investments.  The Company's portfolio does not include any fixed maturities that
are low  investment-  grade and have a high-yield  ("junk  bonds").  The Company
limits its risks by investing in fixed maturities and equity securities of rated
companies;  mortgage loans adequately  collateralized by real estate;  selective
real estate supported by appraisals;  and policy loans  collateralized by policy
cash values. In addition, the Company performs due diligence procedures prior to
making  mortgage  loans.  These  procedures  include  evaluations of the credit-
worthiness of the mortgagees and/or tenants and independent appraisals.  Certain
fixed maturities are guaranteed by the United States government.

The Company  periodically  reviews its  investment  portfolio  to  determine  if
allowances  for  possible   losses  are  necessary.   In  connection  with  this
determination,  management  reviews  published  market values,  credit  ratings,
independent  appraisals,  and  other  valuation  information.  While  management
believes that the allowances are adequate,  adjustments  may be necessary in the
future due to changes in economic conditions.  In addition,  regulatory agencies
periodically   review  investment   valuation  as  an  integral  part  of  their
examination  process.  Such  agencies  may  require  the  Company  to  recognize
adjustments to the losses based upon available  information and judgments of the
regulatory examiners at the time of their examination.

RECOGNITION OF PREMIUM REVENUE AND COSTS

Revenues from life, payout annuity (with life  contingencies),  and accident and
health policies represent premiums recognized over the premium-paying period and
are included in life,  annuity,  and accident and health premiums.  Expenses are
associated  with earned  premiums to result in  recognition  of profits over the
life of the policies.  Expenses include  benefits paid to policyholders  and the
change in the reserves for future policy benefits.

Revenues  from  accumulation  policies,  which are  included in other  revenues,
represent   amounts  assessed  against   policyholders.   Such  assessments  are
principally  surrender charges.  Policyholder  account balances for accumulation
annuities consist of premiums received, plus credited interest, less accumulated
policyholder  assessments.  Policyholder  account  balances  are reported in the
consolidated   balance  sheets  as  funds  held  under  deposit   administration
contracts.  Expenses for accumulation  annuities  represent interest credited to
policyholder account balances.

Revenues  from  most  universal  life  policies,  which  are  included  in other
revenues, represent amounts assessed against policyholders. Such assessments are
principally  mortality  charges,  surrender  charges,  and policy  service fees.
Policyholder  account  balances  consist  of  premiums  received  plus  credited
interest,  less  accumulated  policyholder  assessments.   Policyholder  account
balances  are  reported  in the  consolidated  balance  sheets  as other  policy
liabilities. Expenses include interest credited to policyholder account balances
and benefits in excess of account balances returned to policyholders.

POLICY ACQUISITION COSTS

The  Company  defers  costs  which  vary with and are  primarily  related to the
production  of new  business.  Deferred  costs  associated  with life,  annuity,
universal life, and accident and health insurance  policies consist  principally
of field sales  compensation,  direct  response  costs,  underwriting  and issue
costs,  and related  expenses.  Deferred costs associated with life policies are
amortized  (with  interest)  over the  anticipated  premium paying period of the
policies using  assumptions  that are consistent  with the  assumptions  used to
calculate  policy  reserves.   Deferred  costs  associated  with  annuities  and
universal  life  policies  are  amortized  over  the life of the  policies  at a
constant  rate based on the present  value of the  estimated  gross profit to be
realized.  Deferred costs related to accident and health insurance  policies are
amortized  over the  anticipated  premium paying period of the policies based on
each subsidiary's experience.

POLICY LIABILITIES

Life and annuity and accident and health policy  benefit  reserves are primarily
calculated  using the net level reserve  method.  The net level  reserve  method
includes assumptions as to future investment yields, withdrawal rates, mortality
rates,  and  other  assumptions  based on each  subsidiary's  experience.  These
assumptions are modified as necessary to reflect  anticipated trends and include
provisions for possible unfavorable deviation.

Reserves for benefits payable are determined  using  case-basis  evaluations and
statistical  analyses.  These  reserves  represent  the estimate of all benefits
incurred but unpaid. The estimates are periodically reviewed and, as adjustments
become  necessary,  they are  reflected  in current  operations.  Although  such
estimates are the  Company's  best  estimate of the ultimate  value,  the actual
results may vary from these values in either direction.

REINSURANCE

The Company accounts for reinsurance  transactions as prescribed by Statement of
Financial   Accounting   Standards  No.  113,   "Accounting  and  Reporting  for
Reinsurance of  Short-Duration  and  Long-Duration  Contracts"  (Statement 113).
Statement 113 requires the reporting of reinsurance transactions relating to the
balance  sheet on a gross basis and  precludes  immediate  gain  recognition  on
reinsurance contracts.

INCOME TAXES

Income taxes are accounted for under the asset and  liability  method.  Deferred
income tax assets and liabilities are recognized for the future tax consequences
attributable to differences  between the financial statement carrying amounts of
existing  assets and  liabilities  and their  respective tax bases and operating
loss and tax credit  carryforwards.  Deferred  tax assets  and  liabilities  are
measured  using  enacted tax rates  expected  to apply to taxable  income in the
years in which those  temporary  differences  are  expected to be  recovered  or
settled.  The effect on deferred tax assets and  liabilities  of a change in tax
rates is recognized in income in the period that includes the enactment date.

EQUIPMENT

Equipment,  which  is  included  in  other  assets,  is  stated  at cost  and is
depreciated on a  straight-line  basis using  estimated  lives of 3 to 10 years.
Additions, renewals, and betterments are capitalized. Expenditures for software,
maintenance,  and repairs generally are expensed. Upon retirement or disposal of
an asset, the asset and related accumulated  depreciation are eliminated and any
related gain or loss is included in income.

SEPARATE ACCOUNT

The Company maintains a separate account under Oklahoma insurance law designated
as  American  Fidelity  Variable  Annuity  Fund A (the  Fund).  The  Fund  is an
open-end, diversified management investment company under the Investment Company
Act of  1940,  as  amended.  Under  Oklahoma  law,  the  assets  of the Fund are
segregated from the Company's  assets.  The Fund's assets  primarily  consist of
equity  securities,  cash, and cash equivalents.  The Company acts as investment
manager of the Fund,  assumes  certain  expense  risks,  and provides  sales and
administrative services.

NET INCOME PER SHARE

Net  income  per  share  is based  on the  weighted  average  number  of  shares
outstanding.  During the years ended  December 31,  1996,  1995,  and 1994,  the
weighted average number of shares was 250,000.

RECLASSIFICATIONS

Certain  prior year amounts have been  reclassified  to be  consistent  with the
current year presentation.

(2)  STATUTORY FINANCIAL INFORMATION

The Company  and its  insurance  subsidiaries  are  required  to file  statutory
financial  statements with state insurance  regulatory  authorities.  Accounting
principles  used to prepare these  statutory  financial  statements  differ from
financial  statements  prepared on the basis of  generally  accepted  accounting
principles.

The Company and its principal insurance subsidiary reported statutory net income
for the years ended December 31 as follows (in thousands):

<TABLE>
<CAPTION>

             1996       1995    1994
         ------------  ------  ------
         (Unaudited)
<S>      <C>           <C>     <C>
   AFA   $     13,227  30,510  11,882
   SGLI           176     306     610
</TABLE>


The  Company  and  its  principal   insurance   subsidiary   reported  statutory
stockholder's equity at December 31 as follows (in thousands):

<TABLE>
<CAPTION>
             1996       1995
         ------------  -------
         (Unaudited)
<S>      <C>           <C>
   AFA   $    146,033  137,099
   SGLI         3,302    3,158
</TABLE>

Retained  earnings of the Company and its insurance  subsidiaries are restricted
as to payment of  dividends  by statutory  limitations  applicable  to insurance
companies.  Without prior approval of the state insurance department,  dividends
that can be paid by the Company or an insurance subsidiary are generally limited
to the greater of (a) 10% of statutory capital and surplus, or (b) the statutory
net gain from  operations.  These  limitations are based on the amounts reported
for the previous calendar year.

The  Oklahoma  Insurance   Department  has  adopted  risk  based  capital  (RBC)
requirements for life insurance companies.  These requirements are applicable to
the Company and its principal subsidiary,  SGLI. The RBC calculation serves as a
benchmark for the  regulation  of life  insurance  companies by state  insurance
regulators. RBC provides for surplus formulas similar to target surplus formulas
used by commercial  rating  agencies.  The formulas  specify  various  weighting
factors that are applied to statutory  financial  balances or various  levels of
activity  based on the  perceived  degree of risk,  and are set forth in the RBC
requirements. The amount determined under such formulas is called the authorized
control level RBC (ACLC).

The RBC guidelines define specific capital levels based on a company's ACLC that
are determined by the ratio of the company's total adjusted capital (TAC) to its
ACLC. TAC is equal to statutory  capital,  plus the Asset Valuation  Reserve and
any voluntary investment reserves, 50% of dividend liability,  and certain other
specified  adjustments.  Companies  where TAC is less than or equal to 2.0 times
ACLC  are  subject  to  certain  corrective  actions,  as set  forth  in the RBC
requirements.

At December 31, 1996,  the statutory  TAC of the Company and SGLI  significantly
exceeds the level requiring corrective action.

(3)  INVESTMENTS

Investment  income  for the years  ended  December  31 is  summarized  below (in
thousands):

<TABLE>
<CAPTION>
                                         1996      1995     1994
                                       ---------  -------  -------
<S>                                    <C>        <C>      <C>
   Interest on fixed maturities        $ 58,271   53,931   47,177 
   Dividends on equity securities            44      139      457 
   Interest on mortgage loans            11,747   11,543   11,922 
   Investment real estate income          3,295    4,055    2,990 
   Interest on policy loans               1,281    1,200    1,128 
   Interest on short-term investments       120      571      348 
   Net realized gains on investments      1,793    2,423    1,755 
   Other                                  1,186    1,071      (94)
                                       ---------  -------  -------
                                         77,737   74,933   65,683 
   Less investment expenses             (10,235)  (9,607)  (8,604)
                                       ---------  -------  -------

   Net investment income               $ 67,502   65,326   57,079 
                                       =========  =======  =======
</TABLE>

Net realized  gains  (losses) and the changes in  unrealized  gains  (losses) on
investments for the years ended December 31 are as follows (in thousands):

<TABLE>
<CAPTION>
                                 1996                  1995                     1994
                       ----------------------------------------------------------------------
                        Realized   Unrealized   Realized   Unrealized   Realized   Unrealized
                       ----------  ----------   --------   ----------   --------   ----------
<S>                    <C>         <C>          <C>        <C>          <C>        <C>
 Fixed maturities
   held-to-maturity    $  (1,127)           -        581            -        216            - 
 Fixed maturities
   available-for-sale        573      (19,051)       271       31,529        129       (4,703)
 Equity securities            27        2,986        611         (896)     1,396       (1,197)
 Real estate               2,398            -      1,436            -       (129)           - 
 Mortgage loans              (68)           -       (196)           -        116            - 
 Other                       (10)           -       (280)           -         27            - 
                       ----------  -----------  ---------  -----------  ---------  -----------

                       $   1,793      (16,065)     2,423       30,633      1,755       (5,900)
                       ==========  ===========  =========  ===========  =========  ===========
</TABLE>

Included in the above realized gains (losses) is the (decrease)  increase in the
allowance for possible  losses on mortgage  loans of $(790,000),  $235,000,  and
$(248,000) in 1996, 1995, and 1994, respectively, and the increase (decrease) in
the allowance for losses on investment  real estate of $117,000 and $(70,000) in
1996 and  1995,  respectively.  In  addition,  the  Company  realized  net gains
(losses) of approximately $1,000, $(11,000), and $106,000 during 1996, 1995, and
1994,  respectively,  on  investments  in fixed  maturities  that were called or
prepaid.

In December 1995,  the Company  transferred  investments  with an estimated fair
value and an amortized  cost of  approximately  $300,850,000  and  $287,269,000,
respectively,  from the held  to-maturity  portfolio  to the  available-for-sale
portfolio at their estimated fair value in response to the guidance  included in
the  Financial   Accounting   Standards  Board  Special  Report,   "A  Guide  to
Implementation of Statement 115." This guidance offered a one-time  reassessment
opportunity,  without  calling  into  question the intent of the Company to hold
other  securities  to maturity in the future.  At the date of transfer,  the net
unrealized gain on the transferred securities was approximately  $13,581,000 and
was included as an increase in stockholder's equity, net of deferred taxes.

HELD-TO-MATURITY

The amortized cost and estimated  fair value of investments in fixed  maturities
held-to-maturity are as follows (in thousands):

<TABLE>
<CAPTION>
                                                         December 31, 1996
                                      ------------------------------------------------------
                                                            Gross        Gross     Estimated
                                          Amortized       Unrealized  Unrealized     Fair
                                             Cost           Gains       Losses       Value
                                      ------------------  ----------  ----------   ---------
<S>                                   <C>                 <C>         <C>          <C>
  U.S. Treasury securities and obli-
    gations of U.S. government
    corporations and agencies         $            9,925         365           -      10,290

  Corporate securities                           142,209       1,078      (2,271)    141,016

  Mortgage-backed securities                      99,810       1,146      (1,228)     99,728
                                      ------------------  ----------  -----------  ---------

        Totals                        $          251,944       2,589      (3,499)    251,034
                                      ==================  ==========  ===========  =========
</TABLE>

<TABLE>
<CAPTION>
                                                        December 31, 1995
                                    ------------------------------------------------------
                                                          Gross        Gross     Estimated
                                        Amortized       Unrealized  Unrealized     Fair
                                           Cost           Gains       Losses       Value
                                    ------------------  ----------  ----------   ---------
<S>                                 <C>                 <C>         <C>          <C>
  U.S. Treasury securities and
    obligations of U.S. government
    corporations and agencies       $            5,701         617           -       6,318

  Corporate securities                         125,939       4,520        (216)    130,243

  Mortgage-backed securities                   101,673       3,432        (133)    104,972
                                    ------------------  ----------  -----------  ---------

        Totals                      $          233,313       8,569        (349)    241,533
                                    ==================  ==========  ===========  =========
</TABLE>

The amortized cost and estimated  fair value of investments in fixed  maturities
held-to-maturity  at December 31 are shown below (in  thousands) by  contractual
maturity.  Expected  maturities will differ from contractual  maturities because
the issuers of such securities may have the right to call or prepay  obligations
with or without call or prepayment penalties.

<TABLE>
<CAPTION>
                                                  1996
                                         ---------------------
                                                     Estimated
                                         Amortized     Fair
                                            Cost       Value
                                         ----------  ---------
<S>                                      <C>         <C>

 Due in one year or less                 $    6,006      6,020
 Due after one year through five years        9,979     10,122
 Due after five years through ten years      51,479     51,488
 Due after ten years                         84,670     83,676
                                         ----------  ---------
                                            152,134    151,306
 Mortgage-backed securities                  99,810     99,728
                                         ----------  ---------

                                         $  251,944    251,034
                                         ==========  =========
</TABLE>

Proceeds from sales of investments in fixed maturities  held-to-maturity  during
1996,  1995,  and  1994  were   approximately   $7,948,000,   $33,685,000,   and
$10,946,000, respectively. Gross gains of approximately $33,000, $1,022,000, and
$31,000 and gross losses of approximately  $1,161,000,  $430,000,  and $141,000,
respectively,  were realized on those sales. In 1996, 1995, and 1994, changes in
circumstances  caused the Company to change its intent to hold these  securities
to maturity. These changes primarily consisted of the significant  deterioration
in the issuers'  creditworthiness  in 1996,  1995, and 1994, and the impact of a
subsidiary's  coinsurance and assumption  agreement with an unaffiliated company
in 1994.

AVAILABLE-FOR-SALE

The gross unrealized holding gains on equity securities  available-for-sale were
$2,369,000  and  $1,367,000  in 1996 and 1995,  respectively.  Gross  unrealized
holding  losses  on  equity  securities   available-for-sale  were  $15,000  and
$1,999,000 in 1996 and 1995, respectively.

The amortized cost and estimated  fair value of investments in fixed  maturities
available-for-sale are as follows (in thousands):

<TABLE>
<CAPTION>
                                                       December 31, 1996
                                    ------------------------------------------------------
                                                          Gross        Gross
                                                        Unrealized  Unrealized   Estimated
                                        Amortized        Holding      Holding      Fair
                                           Cost           Gains       Losses       Value
                                    ------------------  ----------  ----------   ---------
<S>                                 <C>                 <C>         <C>          <C>
  U.S. Treasury securities and
    Obligations of U.S. government
    Corporations and agencies       $           86,884       1,627        (674)     87,837

  Corporate securities                         353,707       7,074      (2,414)    358,367

  Mortgage-backed securities                   111,265       2,135        (483)    112,917
                                    ------------------  ----------  -----------  ---------

        Totals                      $          551,856      10,836      (3,571)    559,121
                                    ==================  ==========  ===========  =========
</TABLE>

<TABLE>
<CAPTION>
                                                          December 31, 1995
                                       ------------------------------------------------------
                                                             Gross        Gross
                                                           Unrealized  Unrealized   Estimated
                                           Amortized        Holding      Holding      Fair
                                              Cost           Gains       Losses       Value
                                       ------------------  ----------  ----------   ---------
<S>                                    <C>                 <C>         <C>          <C>
  U.S. Treasury securities and
    Obligations of U.S. government
    Corporations and agencies          $           89,143       4,462           -      93,605

  Obligations of states and political
    subdivisions                                   11,564         159           -      11,723

  Corporate securities                            330,140      17,336        (134)    347,342

  Mortgage-backed securities                      115,554       4,912        (419)    120,047
                                       ------------------  ----------  -----------  ---------

        Totals                         $          546,401      26,869        (553)    572,717
                                       ==================  ==========  ===========  =========
</TABLE>

The amortized cost and estimated  fair value of investments in fixed  maturities
available-for-sale  at December 31 are shown below (in thousands) by contractual
maturity.  Expected  maturities will differ from contractual  maturities because
the issuers of such securities may have the right to call or prepay  obligations
with or without call or prepayment penalties.

<TABLE>
<CAPTION>
                                                  1996
                                         ---------------------
                                                     Estimated
                                         Amortized     Fair
                                            Cost       Value
                                         ----------  ---------
<S>                                      <C>         <C>
 Due in one year or less                 $   19,197     19,362

 Due after one year through five years      138,587    142,004

 Due after five years through ten years     222,672    224,815

 Due after ten years                         60,135     60,023

 Mortgage-backed securities                 111,265    112,917
                                         ----------  ---------

                                         $  551,856    559,121
                                         ==========  =========
</TABLE>

Proceeds from sales of investments in fixed maturities  available-for-sale  were
approximately  $136,577,000,  $31,944,000,  and  $24,344,000 in 1996,  1995, and
1994,  respectively.  Gross gains of  approximately  $1,257,000,  $359,000,  and
$441,000 and gross losses of approximately $684,000,  $88,000, and $312,000 were
realized on those sales in 1996, 1995, and 1994, respectively.

The home office building is included in real estate investments. The Company and
its subsidiaries occupy approximately 45% of the building.  An additional 35% of
the building is occupied by companies affiliated through common ownership.

At December 31, 1996 and 1995, investments with carrying values of approximately
$5,282,000 and  $5,279,000,  respectively,  were on deposit with state insurance
departments as required by statute.


(4)  FAIR VALUE OF FINANCIAL INSTRUMENTS

A summary of the Company's  financial  instruments  (in  thousands) and the fair
value estimates, methods, and assumptions are set forth below:

<TABLE>
<CAPTION>
                                                 1996                   1995
                                        -------------------------------------------
                                        Carrying   Estimated   Carrying  Estimated
                                         Amount    Fair Value   Amount   Fair Value
                                        ---------  ----------  --------  ----------
<S>                                     <C>        <C>         <C>       <C>
 Financial assets:
   Cash                                 $  15,962      15,962    14,726      14,726
   Short-term and other investments        12,763      12,763     9,347       9,347
   Accounts receivable                     34,006      34,006    26,847      26,847
   Accrued investment income               14,248      14,248    13,770      13,770
   Reinsurance receivables on paid and
     unpaid benefits                       36,794      36,794    28,947      28,947
   Policy loans                             8,359       8,359     8,165       8,165
   Fixed maturities held-to-maturity      251,944     251,034   233,313     241,533
   Fixed maturities available-for-sale    559,121     559,121   572,717     572,717
   Equity securities                       12,046      12,046    10,160      10,160
   Mortgage loans                         130,508     137,978   121,641     128,300

 Financial liabilities:
   Certain policy liabilities             613,151     596,386   590,638     575,100
   Other liabilities                       34,125      34,125    29,868      29,868
   Notes payable                           19,839      19,758    19,042      19,459
</TABLE>

CASH, SHORT-TERM AND OTHER INVESTMENTS,  ACCOUNTS RECEIVABLE, ACCRUED INVESTMENT
INCOME,   REINSURANCE  RECEIVABLES  ON  PAID  AND  UNPAID  BENEFITS,  AND  OTHER
LIABILITIES

The  carrying  amount of these  financial  instruments  approximates  fair value
because they mature within a relatively  short period of time and do not present
unanticipated credit concerns.

POLICY LOANS

Policy  loans have  average  interest  rates of 6.6% and 7.6% as of December 31,
1996 and 1995, respectively, and have no specified maturity dates. The aggregate
fair value of policy  loans  approximates  the carrying  value  reflected on the
consolidated  balance sheets.  These loans typically carry an interest rate that
is tied to the  crediting  rate  applied  to the  related  policy  and  contract
reserves. Policy loans are an integral part of the life insurance policies which
the Company has in force and cannot be valued separately.

FIXED MATURITY INVESTMENTS

The fair value of fixed maturity  investments  is estimated  based on bid prices
published in financial  newspapers or bid  quotations  received from  securities
dealers.  The fair value of certain  securities is not readily available through
market sources other than dealer  quotations,  so fair value estimates are based
on quoted market  prices of similar  instruments,  adjusted for the  differences
between the quoted instruments and the instruments being valued.

EQUITY SECURITIES

The fair value of equity  securities  investments of the Company is based on bid
prices  published  in  financial  newspapers  or bid  quotations  received  from
securities dealers.

MORTGAGE LOANS

Fair values are estimated for portfolios of loans with similar  characteristics.
Mortgage loans are segregated into either commercial or residential  categories,
and have  average net yield rates of 8.92% and 9.25% for  December  31, 1996 and
1995,  respectively.  The  fair  value  of  mortgage  loans  was  calculated  by
discounting  scheduled cash flows to maturity using  estimated  market  discount
rates of 7.71% and 7.08% for  December  31, 1996 and 1995,  respectively.  These
rates  reflect  the  credit  and  interest  rate  risk  inherent  in  the  loan.
Assumptions   regarding   credit  risk,  cash  flows,  and  discount  rates  are
judgmentally determined using available market information and specific borrower
information.  The  fair  value  of  certain  residential  loans  is based on the
approximate fair value of the underlying real estate securing the mortgages.

CERTAIN POLICY LIABILITIES

Certain  policies  sold by the  Company  are  investment-type  contracts.  These
liabilities are segregated into two categories: deposit administration funds and
immediate annuities which do not have life contingencies.  The fair value of the
deposit  administration  funds is estimated as the cash surrender  value of each
policy  less  applicable  surrender  charges.  The fair  value of the  immediate
annuities  without life  contingencies is estimated as the discounted cash flows
of expected  future  benefits less the discounted  cash flows of expected future
premiums,  using the current  pricing  assumptions.  The carrying  amount of all
other policy liabilities approximates fair value.

<TABLE>
<CAPTION>
                              December 31, 1996               December 31, 1995
                             --------------------------------------------------------------
                                  Carrying        Estimated        Carrying       Estimated
                                   Amount         Fair Value        Amount        Fair Value
                             -------------------  ----------       --------       ----------
                               (in thousands)                   (in thousands)
<S>                          <C>                  <C>         <C>                 <C>
 Funds held under deposit
   administration contracts  $           556,665     540,105             542,808     527,400

 Annuities                                56,486      56,281              47,830      47,700
</TABLE>

NOTES PAYABLE

The fair value of the Company's  notes payable is estimated by  discounting  the
scheduled  cash flows of each  instrument  through the scheduled  maturity.  The
discount rates used are similar to those used for the valuation of the Company's
commercial mortgage loan portfolio.

LIMITATIONS

Fair value  estimates  are made at a specific  point in time,  based on relevant
market  information  and  information  about  the  financial  instrument.  These
estimates do not reflect any premium or discount that could result from offering
for sale at one time the  Company's  entire  holdings of a particular  financial
instrument,  nor do they reflect income taxes on differences  between fair value
and tax basis of the  assets.  Because  no  established  exchange  exists  for a
significant portion of the Company's financial instruments, fair value estimates
are based on  judgments  regarding  future  expected  loss  experience,  current
economic conditions, risk characteristics of various financial instruments,  and
other   factors.   These   estimates  are   subjective  in  nature  and  involve
uncertainties  and  matters of  significant  judgment  and  therefore  cannot be
determined with precision. Changes in assumptions could significantly affect the
estimates.

(5)  DEFERRED POLICY ACQUISITION COSTS

Deferred   policy   acquisition   costs   principally   represent   field  sales
compensation,  direct response costs,  underwriting and issue costs, and related
expenses.  Information  relating to the increase in deferred policy  acquisition
costs, is summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                    Life        Accident
                                 and Annuity   and Health    Total
                                -------------  -----------  --------
<S>                             <C>            <C>          <C>
 Year ended December 31, 1996:
   Deferred costs               $      7,088       22,145    29,233 
   Amortization                       (6,437)     (12,714)  (19,151)
                                -------------  -----------  --------

   Net increase                 $        651        9,431    10,082 
                                =============  ===========  ========

 Year ended December 31, 1995:
   Deferred costs                      9,234       17,516    26,750 
   Amortization                       (3,385)     (11,463)  (14,848)
                                -------------  -----------  --------

   Net increase                 $      5,849        6,053    11,902 
                                =============  ===========  ========

 Year ended December 31, 1994:
   Deferred costs                      6,253       21,766    28,019 
   Amortization                       (3,344)     (18,168)  (21,512)
                                -------------  -----------  --------

   Net increase                 $      2,909        3,598     6,507 
                                =============  ===========  ========
</TABLE>

(6)  RESERVES FOR FUTURE POLICY BENEFITS

Reserves  for life and  annuity  future  policy  benefits  as of December 31 are
principally based on the interest assumptions set forth below (in thousands):

<TABLE>
<CAPTION>
                                                                             Interest
                                                          1996     1995     Assumptions
                                                        --------  ------  ---------------
<S>                                                     <C>       <C>     <C>

  Life and annuity reserves:
    Issued prior to 1970                                $  3,305   3,342            4.75%
    Issued 1970 through 1980                              28,792  28,831   6.75% to 5.25%
    Issued after 1982 (indeterminate premium products)       530     486  10.00% to 8.50%
    Issued through 1987 (SGLI acquisition)                 1,423   1,378           11.00%
    Issued 1981 - 1994 (all other))                       27,357  26,335   8.50% to 7.00%
    Issued after 1994 (all other)                          1,701     737            7.00%
    Life contingent annuities                             30,151  29,262  Various *
    Group term life waiver of premium disabled lives       5,105   4,530            6.00%
    All other life reserves                                4,456   4,135  Various
                                                        --------  ------                 

                                                        $102,820  99,036
                                                        ========  ======                 
</TABLE>

These reserves are revalued as  limited-pay  contracts.  As a result,  the
reserve is  somewhat  greater  than the  present  value of future  benefits  and
expenses at these interest  rates,  i.e., the actual  interest rates required to
support the reserves are somewhat lower than the rates shown.

Assumptions as to mortality are based on the Company's  prior  experience.  This
experience  approximates the 1955-60 Select and Ultimate Table  (individual life
issued prior to 1981),  the 1965-70 Select and Ultimate Table  (individual  life
issued in 1981 and  after) and the 1960 Basic  Group  Table (all group  issues).
Assumptions for withdrawals  are based on the Company's  prior  experience.  All
assumptions used are adjusted to provide for possible adverse deviations.

(7)  LIABILITY FOR BENEFITS PAYABLE

The  provisions  for  benefits  pertaining  to prior years  decreased in 1996 by
approximately  $1,850,000 primarily due to the improvement in the loss ratios of
life cancer  products.  The  provisions  for benefits  pertaining to prior years
decreased  in  1995  by  approximately  $8,858,000  primarily  due to  releasing
reserves of a group  terminated  in 1995 and  improvement  in the loss ratios of
cancer products.

(8)  NOTES PAYABLE

Notes payable as of December 31 is summarized as follows:

<TABLE>
<CAPTION>
                                                                                              1996         1995
                                                                                         ---------------  ------
                                                                                                       (in thousands)
<S>                                                                                      <C>              <C>

5.91% line of credit, due in 1998, interest due monthly                                  $         3,500       -

5.971% line of credit, due in 1998, interest due monthly                                           5,000       -

6.84% line of credit, due in 2000, interest due monthly                                            4,000   4,000

8.4% mortgage loan, due in monthly installments of $25,000 (including interest) to 2010            2,383   2,472
                                                                                                  

8.4% mortgage loan, due in monthly installments of $22,000 (including interest) to 2027            2,902   2,921
                                                                                                  

Other                                                                                              2,054   1,996

Various notes payable, paid in 1996                                                                    -   7,653
                                                                                         ---------------  ------

                                                                                         $        19,839  19,042
                                                                                         ===============  ======
</TABLE>

The  promissory  notes are  guaranteed by AFC. The mortgage loans are secured by
mortgages on the home office  building  and other  investment  real estate.  The
mortgage  loans are also secured by an  assignment  of the leases on  investment
real estate and the portion of the home office building leased to others.

AFA has a $20,000,000  line of credit with the Federal Home Loan Bank of Topeka.
The line of credit is secured by  securities  pledged as  collateral by AFA with
carrying  amount  of  approximately   $26,000,000  at  December  31,  1996.  The
collateral  required  for  this  line  of  credit  at  December  31,  1996,  was
$14,706,000.  The  pledged  securities  are  held  in the  Company's  name  in a
custodial account at Boatmen's First National Bank of Oklahoma to secure current
and future  borrowings.  To participate in this available credit,  AFA purchased
28,912 shares of Federal Home Loan Bank of Topeka common stock for $2,844,550 in
1994 and an  additional  4,314 shares in 1996,  with a total  carrying  value of
approximately  $3,322,600 at December 31, 1996. AFA has outstanding  advances of
$5,000,000,  $4,000,000  and  $3,500,000 at December 31, 1996, at fixed interest
rates of 5.971%, 6.84%, and 5.91%, respectively.

The Company has unused lines of credit of $7,500,000 at December 31, 1996.

Interest expense for the years ended December 31, 1996, 1995, and 1994,  totaled
approximately $1,319,000, $1,482,000, and $1,366,000, respectively.

Scheduled maturities  (excluding interest) of the above indebtedness at December
31, 1996, are as follows (in thousands):

<TABLE>
<CAPTION>
<S>             <C>
    1997        $   422
    1998          9,576
    1999            191
    2000          4,208
    2001            227
    Thereafter    5,215
                -------

                $19,839
                =======
</TABLE>

(9)  INCOME TAXES

Total income tax expense in the accompanying  consolidated  statements of income
differs from the federal  statutory rate of 35% principally due to correction of
prior year estimate of deferred tax liability to parent in 1996 and 1994.

The tax effects of  temporary  differences  that give rise to the  deferred  tax
assets and deferred tax  liabilities  at December  31, are  presented  below (in
thousands):

<TABLE>
<CAPTION>
                                                           1996       1995
                                                         ---------  --------
<S>                                                      <C>        <C>
  Deferred tax assets:
    Investment real estate, principally due to
      valuation allowances                               $    311       101 
    Other investments                                         428       677 
    Life and health reserves                               12,956    12,309 
    Other liabilities                                       1,433       255 
                                                         ---------  --------
      Total gross deferred tax assets                      15,128    13,342 
                                                         ---------  --------

  Deferred tax liabilities:
    Fixed maturities                                       (3,010)   (9,694)
    Equity securities, principally due to difference in
      fair value and cost                                    (824)   (2,643)
    Deferred policy acquisition costs                     (51,937)  (49,011)
    Other assets                                           (7,635)   (4,109)
                                                         ---------  --------

      Total gross deferred tax liabilities                (63,406)  (65,457)
                                                         ---------  --------

      Net deferred tax liability                         $(48,278)  (52,115)
                                                         =========  ========
</TABLE>

Management  believes  that it is more  likely  than  not  that  the  results  of
operations will generate  sufficient  taxable income to realize the deferred tax
assets reported on the consolidated balance sheets.

The Company and its  subsidiaries  are  included in AFC's  consolidated  federal
income tax return.  Income taxes are reflected in the accompanying  consolidated
financial  statements as if the Company and its  subsidiaries  were separate tax
paying  entities.  At December  31,  1996 and 1995,  other  accounts  receivable
includes income taxes  receivable from AFC and other members of the consolidated
group of approximately $4,988,000 and $4,771,000, respectively.

Prior to 1984, life insurance companies were taxed under the 1959 Tax Act on the
lesser of taxable income or gain from  operations plus one-half of any excess of
gain from operations over taxable  investment income. The one-half of the excess
of the gain from operations was accumulated in a special  memorandum tax account
known as the  "policyholders  surplus account" (PSA).  Accumulations at December
31, 1996 were  approximately  $8,161,000 for AFA. Pursuant to the Tax Reform Act
of 1984, the PSA was "frozen" at the December 31, 1983, amount and, accordingly,
no further  additions to the PSA will be made.  These excess  amounts in the PSA
will become  taxable at the regular  corporate  tax rate,  if  distributions  to
stockholders  exceed certain stated amounts or if certain  criteria are not met.
No provision for deferred  federal  income taxes  applicable to the PSA has been
made because  management is of the opinion that no  distribution of the PSA will
be made in the foreseeable future.

(10) REINSURANCE

Reinsurance  contracts  do not  relieve  the  Company  from its  obligations  to
policyholders.  Failure of reinsurers to honor their obligations could result in
losses to the Company.  The Company  evaluates  the  financial  condition of its
reinsurers  and  monitors  concentrations  of credit risk  arising  from similar
geographic regions, activities, or economic characteristics of the reinsurers to
minimize  its  exposure  to  significant  losses  from  reinsurer  insolvencies.
Management believes that all reinsurers presently used are financially sound and
will be able to meet their contractual obligations;  therefore, no allowance for
uncollectible amounts has been included in the financial statements. At December
31,  1996,  reinsurance  receivables  with a  carrying  value  of  approximately
$11,688,000  were  associated  with  two  reinsurers.   At  December  31,  1995,
reinsurance  receivables with a carrying value of approximately  $8,962,000 were
associated with a single reinsurer.

Reinsurance  agreements in effect for life insurance  policies vary according to
the age of the  insured  and the  type  of  risk.  Retention  amounts  for  life
insurance  range from  $500,000  on group life to $250,000  on  individual  life
coverages,  with slightly lower limits on accidental death benefits. At December
31,  1996 and  1995,  the  face  amounts  of life  insurance  in force  that are
reinsured amounted to approximately  $403,000,000  (approximately  6.3% of total
life  insurance  in force) and  $278,000,000  (approximately  4.8% of total life
insurance in force), respectively.

Reinsurance agreements in effect for accident and health insurance policies vary
with the type of coverage.  Retention  limits range from $75,000 for  individual
cancer coverage to $250,000 for major medical coverage.

Reinsurance  agreements  reduced  benefits paid for life and accident and health
policies by  approximately  $61,730,000,  $52,318,000,  and  $33,127,000 for the
years ended December 31, 1996, 1995, and 1994, respectively.

Since 1990, the Company has been involved in a reinsurance agreement with one of
its subsidiaries, SGLI. This agreement was amended in 1994 which allowed SGLI to
cede most of its individual major medical  business to an unaffiliated  company.
This  transaction  consists of a  coinsurance  agreement.  The  transaction  was
approved  by  the  Oklahoma   Insurance   Department.   The  resulting  gain  of
approximately  $2,500,000 is included in other revenue in the 1994  consolidated
statement of income.

In 1995, AFA and SGLI entered into an assumption  agreement  whereby AFA assumed
all of SGLI's remaining rights and insurance  liability in force. The assumption
is pending policyholder approval, as certain states allow as much as three years
for policy holders to reject an assumption.

(11) EMPLOYEE BENEFIT PLANS

The  Company  and its  subsidiaries  participate  in a pension  plan (the  Plan)
covering all employees who have satisfied  longevity and age  requirements.  The
Company's  funding policy is to contribute  annually the maximum amount that can
be deducted  for federal  income tax  purposes.  Contributions  are  intended to
provide not only for benefits  attributed  to service to date but also for those
expected to be earned in the future.

The  Plan's  funded  status as of  December  31 is  summarized  as  follows  (in
thousands):

<TABLE>
<CAPTION>

                                                                 1996      1995
                                                               ---------  -------
<S>                                                            <C>        <C>
    Actuarial present value of benefit obligation:
      Vested benefits                                          $ 11,248   11,150 
      Nonvested benefits                                          1,420    1,582 
                                                               ---------  -------

        Total accumulated benefit obligation                   $ 12,668   12,732 
                                                               =========  =======

    Projected benefit obligation for service rendered to date    14,679   14,809 

    Plan assets, at fair value                                   16,864   14,175 
                                                               ---------  -------

    Plan assets in excess of (less than) projected benefit
      obligation                                                  2,185     (634)

    Unrecognized transition amount                                 (443)    (605)

    Unrecognized prior service cost due to plan amendment           521      607 

    Unrecognized net loss                                           370    3,542 
                                                               ---------  -------

    Prepaid pension cost included in other assets              $  2,633    2,910 
                                                               =========  =======
</TABLE>

In determining the projected  benefit  obligation,  the weighted average assumed
discount rate used was 7.5% and 7% in 1996 and 1995,  respectively.  The rate of
increase  in  future  salary  levels  was 5.0% in 1996 and  1995.  The  expected
long-term rate of return on assets used in determining net periodic pension cost
was 9.5% and 8.25% in 1996 and 1995,  respectively.  Plan assets are invested in
short-term  investments and in an unallocated  deposit  administration  contract
with SGLI.

Net periodic pension cost for the years ended December 31 included the following
(in thousands):

<TABLE>
<CAPTION>
                                                     1996     1995     1994
                                                   --------  -------  ------
<S>                                                <C>       <C>      <C>

    Service costs - benefits earned during period  $ 1,237    1,025   1,193 
    Interest cost                                    1,054      919     951 
    Return on plan assets                           (3,711)  (2,455)   (547)
    Net amortization and deferral                    2,421    1,366    (130)
                                                   --------  -------  ------

    Net periodic pension cost                      $ 1,001      855   1,467 
                                                   ========  =======  ======
</TABLE>

The Company  participates  in a defined  contribution  thrift and profit sharing
plan as provided  under  section  401(a) of the  Internal  Revenue  Code,  which
includes the tax deferral feature for employee contributions provided by section
401(k) of the  Internal  Revenue  Code.  The Company  contributed  approximately
$822,000,  $831,000,  and $852,000 to this plan during the years ended  December
31, 1996, 1995, and 1994, respectively.

(12) DISCONTINUED OPERATIONS

Effective January 1, 1995, AFA sold AFI to AFC for approximately $28,717,000. In
connection with this sale, AFC contributed  capital of approximately  $4,085,000
to AFA as reflected in the accompanying  consolidated statement of stockholder's
equity.  AFI's net income for the year ended  December  31, 1994 is reflected as
income from discontinued operations in the accompanying  consolidated statements
of income.

(13) COMMITMENTS AND CONTINGENCIES

Rent  expense  for the years  ended  December  31,  1996,  1995,  and 1994,  was
approximately $5,674,000, $5,133,000, and $5,219,000, respectively. A portion of
rent expense  relates to leases that expire or are  cancelable  within one year.
The aggregate  minimum annual rental  commitments as of December 31, 1996, under
noncancellable long-term leases for office space are as follows (in thousands):

<TABLE>
<CAPTION>
<S>   <C>
1997  $306
1998   225
1999   116
2000    57
2001    19
</TABLE>

The Company has  pledged  approximately  $30,940,000  of its  treasury  notes as
collateral on lines of credit held by affiliated companies.

The  Company  has  outstanding   mortgage  loan   commitments  of  approximately
$13,182,000 and $7,755,000 at December 31, 1996 and 1995, respectively.

In  the  normal  course  of  business,  there  are  various  legal  actions  and
proceedings  pending against the Company and its  subsidiaries.  In management's
opinion, the ultimate liability, if any, resulting from these legal actions will
not have a material adverse effect on the Company's financial position.

(14) LEASES

The  Company  leases  various  real estate  properties  to  nonaffiliates  under
operating  lease  agreements,  with lease  expiration  dates  ranging  from 1997
through 2001. The  properties  leased are included in the  consolidated  balance
sheets as  investment  real  estate  with the  related  debt  included  in notes
payable.  Rental  income on these  properties  is included  in the  consolidated
statements of income as net investment income.

Investments  in real  estate  held for lease can be  summarized  as follows  (in
thousands):

<TABLE>
<CAPTION>
                                     1996    1995
                                    ------  ------
<S>                                 <C>     <C>

    Land and buildings              $4,857  13,864
    Less accumulated depreciation    1,567   3,612
                                    ------  ------
      Net investment                 3,290  10,252
    Less indebtedness                  884   6,119
                                    ------  ------

    Investment net of indebtedness  $2,406   4,133
                                    ======  ======
</TABLE>

Future minimum rentals on  noncancellable  operating leases can be summarized as
follows (in thousands):

<TABLE>
<CAPTION>
    Year ended December 31,
- ------------------------------     
<S>                             <C>
  1997                          $  706
  1998                             547
  1999                             174
  2000                             111
  2001                              40
                                ------

  Total future minimum rentals  $1,578
                                ======
</TABLE>

(15) RELATED PARTY TRANSACTIONS

The Company and its subsidiaries  lease  automobiles,  furniture,  and equipment
from a partnership  that owns a  controlling  interest in AFC.  These  operating
leases are cancelable upon one month's  notice.  During the years ended December
31, 1996,  1995,  and 1994,  rentals paid under these leases were  approximately
$2,966,000, $2,955,000, and $3,154,000, respectively.

During the years ended  December 31, 1996,  1995,  and 1994, the Company and its
subsidiaries  paid management fees and investment  advisory fees to AFC totaling
approximately $16,536,000, $17,885,000, and $12,259,000, respectively.

Short-term and other  investments at December 31, 1995 include notes  receivable
from AFC totaling approximately $6,485,000 which were repaid in 1996. During the
years ended December 31, 1996, 1995, and 1994, the Company  recorded  investment
income on the notes from AFC of approximately $481,000,  $699,000, and $656,000,
respectively.

AFC and  several  of its  subsidiaries  rent  office  space in the  home  office
building from the Company.  During the years ended December 31, 1996,  1995, and
1994,  the  Company   received  rental  income  from  AFC  and  several  of  its
subsidiaries   of   approximately   $1,280,000,   $1,281,000,   and  $1,077,000,
respectively.

During  1996,  AFC  contributed  capital  of  approximately  $2,198,000  through
forgiveness of a deferred tax liability owed by AFA to AFC.

An officer of AFC serves on the board of directors of a financial institution in
which the Company maintains cash balances.


              AMERICAN FIDELITY ASSURANCE COMPANY AND SUBSIDIARIES

                   SCHEDULE III - BUSINESS SEGMENT INFORMATION

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                 (IN THOUSANDS)



The  Company's  reportable  segments  are  its  strategic  business  units.  The
components of operations for the years ended  December 31, 1996,  1995, and 1994
are included in the table below.

Assets and related  investment income are allocated based upon related insurance
reserves which are backed by such assets. Other operating expenses are allocated
in relation to the mix of related revenues.

<TABLE>
<CAPTION>
                                                     1996         1995       1994
                                                 -------------  ---------  --------
<S>                                              <C>            <C>        <C>

TOTAL REVENUES:
  American Fidelity Education Services Division  $    142,493     129,628  113,890 
  Association Group Division                           99,979      96,140   90,658 
  Brokerage Division                                   24,558      31,898   78,406 
  Non insurance operations                              1,966       1,324    1,621 
                                                 -------------  ---------  --------

                                                 $    268,996     258,990  284,575 
                                                 =============  =========  ========

PRETAX EARNINGS:
 American Fidelity Education Services Division         14,275      16,034    4,818 
  Association Group Division                            9,349       5,751   13,275 
  Brokerage Division                                   (1,903)     10,113    6,765 
  Non insurance operations                                397         517     (243)
                                                 -------------  ---------  --------

                                                 $     22,118      32,415   24,615 
                                                 =============  =========  ========

TOTAL ASSETS:
  American Fidelity Education Services Division       922,671     885,216
  Association Group Division                          197,225     181,426
  Brokerage Division                                  239,986     231,774
  Non insurance operations                              3,170       1,891
                                                 -------------  ---------          

                                                 $  1,363,052   1,300,307
                                                 =============  =========          
</TABLE>


              AMERICAN FIDELITY ASSURANCE COMPANY AND SUBSIDIARIES

                            SCHEDULE IV - REINSURANCE

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                 Ceded     Assumed                 Percentage
                                     Gross     to Other   From Other     Net        of Amount
                                    Amount     Companies  Companies    Amount    Assumed to Net
                                  -----------  ---------  ----------   ------    --------------
<S>                               <C>          <C>        <C>         <C>        <C>

Year ended December 31, 1996
 Life insurance in force          $ 6,276,241    403,148     125,101  5,998,194            2.09%
                                  ===========  =========  ==========  =========  ===============
 Premiums:
   Life insurance                      23,240      1,907       2,854     24,187           11.80%
   Accident and health insurance      248,054     82,040          43    166,057            0.03%
                                  -----------  ---------  ----------  ---------  ---------------

     Total premiums               $   271,294     83,947       2,897    190,244           11.83%
                                  ===========  =========  ==========  =========  ===============

Year ended December 31, 1995
   Life insurance in force        $ 5,679,074    277,982     131,621  5,532,713            2.38%
                                  ===========  =========  ==========  =========  ===============
 Premiums:
     Life insurance                    23,527      1,758       2,745     24,514           11.20%
   Accident and health insurance      231,340     74,385           5    156,960            0.00%
                                  -----------  ---------  ----------  ---------  ---------------

     Total premiums               $   254,867     76,143       2,750    181,474           11.20%
                                  ===========  =========  ==========  =========  ===============

Year ended December 31, 1994
 Life insurance in force          $ 5,158,468    346,885     140,023  4,951,606            2.83%
                                  ===========  =========  ==========  =========  ===============
 Premiums:
   Life insurance                      23,199        797       2,610     25,012           10.43%
   Accident and health insurance      261,729     67,347           -    194,382            0.00%
                                  -----------  ---------  ----------  ---------  ---------------

     Total premiums               $   284,928     68,144       2,610    219,394           10.43%
                                  ===========  =========  ==========  =========  ===============
</TABLE>

See accompanying independent auditor's report.



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