ANNUITY INVESTORS VARIABLE ACCOUNT B
N-4 EL/A, 1997-07-02
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INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------


   
        As filed with the Securities and Exchange Commission on July 2, 1997
    
                                                            File No. 333-19725
                                                            File No. 811-08017

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                            ----------------------
                                   FORM N-4

         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ( )
                     Pre-effective Amendment No. 2 ( X )
                       Post-effective Amendment No. ( )

                                    and/or

                 REGISTRATION STATEMENT UNDER THE INVESTMENT
                           COMPANY ACT OF 1940 ( )
                      Pre-effective Amendment No. 2 ( X )
                       Post-effective Amendment No. ( )

                       (Check appropriate box or boxes)
                           ------------------------

                ANNUITY INVESTORS(REGISTERED) VARIABLE ACCOUNT B
                          (Exact Name of Registrant)

              ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED)
                             (Name of Depositor)
                                P.O. Box 5423
                         Cincinnati, Ohio 45201-5423
       (Address of Depositor's Principal Executive Offices) (Zip Code)

              Depositor's Telephone Number, including Area Code:
                                (800) 789-6771
- ------------------------------------------------------------------------------
                            Mark F. Muething, Esq.
             Senior Vice President, Secretary and General Counsel
                   Annuity Investors Life Insurance Company
                                P.O. Box 5423
                         Cincinnati, Ohio 45201-5423
                   (Name and Address of Agent for Service)

                                   Copy to:

                         Catherine S. Bardsley, Esq.
                          Kirkpatrick & Lockhart LLP
                       1800 Massachusetts Avenue, N.W.
                                 Second Floor
                         Washington, D.C. 20036-1800
- ------------------------------------------------------------------------------
Approximate  Date of Proposed Public  Offering:  As soon as practicable  after
the effective date of the Registration Statement.


<PAGE>

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

      Pursuant  to Rule 24f-2  under the  Investment  Company  Act of 1940,  the
Registrant  declares  that an  indefinite  number  of its  securities  is  being
registered under the Securities Act of 1933.

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



























                                       ii
<PAGE>





                              CROSS REFERENCE SHEET
                              Pursuant to Rule 495


                    Showing Location in Part A (Prospectus),
             Part B (Statement of Additional Information) and Part C
           of Registration Statement Information Required by Form N-4


                                     PART A


      Item of Form N-4                         Prospectus Caption
      ----------------                         ------------------
 1.    Cover Page............................  Cover Page

 2.    Definitions...........................  Definitions

 3.    Synopsis..............................  Highlights

 4.    Condensed Financial Information

       (a)   Accumulation Unit Values........  Not Applicable

       (b)   Performance Data................  Not Applicable

       (c)   Financial Statements............  Financial Statements for the
                                               Company

 5.    General Description of Registrant,
       Depositor and Portfolio
       Companies
       (a)   Depositor.......................  Annuity Investors Life Insurance
                                               Company(REGISTERED)
       (b)   Registrant......................  The Separate Account

       (c)   Portfolio Company...............  The Funds

       (d)   Fund Prospectus.................  The Funds

       (e)   Voting Rights...................  Voting Rights

6.     Deductions and Expenses
       (a)   General.........................  Charges and Deductions

       (b)   Sales Load %....................  Contingent Deferred Sales Charge

       (c)   Special Purchase Plan...........  Contingent Deferred Sales Charge


                                       i
<PAGE>




       (d)   Commissions.....................  Distribution of the Contract

       (e)   Fund Expenses...................  The Funds

       (f)   Operating Expenses..............  Summary of Expenses

7.     Contracts
       (a)   Persons with Rights.............  The Contract; Surrenders;
                                               Contract Loans; Death
                                               Benefit; Voting Rights
       (b)(i)  Allocation of Premium  Payments Purchase Payments

          (ii) Transfers ....................  Transfers

          (iii)Exchanges ....................  Additions, Deletions or
                                               Substitutions
       (c)   Changes.........................  Not Applicable

       (d)   Inquiries.......................  Contacting the Company

8.     Annuity Period........................  Settlement Options

9.     Death Benefit.........................  Death Benefit

10.    Purchases and Contract Values
       (a)   Purchases.......................  Purchase Payments

       (b)   Valuation.......................  Fixed Account Value; Variable
                                               Account Value
       (c)   Daily Calculation...............  Accumulation Unit Value; Net
                                               Investment Factor
       (d)   Underwriter.....................  Distribution of the Contract

11.    Redemptions
       (a)   By Owner........................  Surrender Value; Systematic
                                               Withdrawal Option
             By Annuitant....................  Not Applicable

       (b)   Texas ORP.......................  Texas Optional Retirement Program

       (c)   Check Delay.....................  Suspension or Delay in Payment of
                                               Surrender Value
       (d)   Free Look.......................  Right to Cancel

12.    Taxes.................................  Federal Tax Matters

13.    Legal Proceedings.....................  Legal Proceedings

14.    Table of Contents for the Statement of
       Additional                              Statement of Additional
       Information...........................  Information


                                       ii
<PAGE>



PART B
- ------

                                               Statement of Additional
       Item of Form N-4                        Information Caption
       ----------------                        -------------------

15.    Cover Page............................  Cover Page

16.    Table of Contents.....................  Table of Contents

17.    General Information and History.......  General Information and History

18.    Services
       (a)   Fees and Expenses of Registrant.  (Prospectus) Summary of Expenses

       (b)   Management Contracts............  Not Applicable

       (c)   Custodian.......................  Not Applicable

             Independent Auditors............  Experts

       (d)   Assets of Registrant............  Not Applicable

       (e)   Affiliated Person...............  Not Applicable

       (f)   Principal Underwriter...........  Not Applicable

19.    Purchase of Securities Being Offered..  (Prospectus) Distribution of the
                                               Contract
       Offering Sales Load...................  (Prospectus) Contingent Deferred
                                               Sales Charge

20.    Underwriters..........................  Distribution of the Contract

21.    Calculation of Performance Data
       (a)   Money Market Funded Sub-Accounts  Money Market Sub-Account
                                               Standardized Yield
                                               Calculation
       (b)   Other Sub-Accounts..............  Other Sub-Account Standardized
                                               Yield
                                               Calculations

22.    Annuity Payments......................  (Prospectus) Fixed Dollar Annuity
                                               Benefit;
                                               Variable Dollar Annuity Benefit

23.    Financial Statements..................  Financial Statements


PART C - Other Information
- --------------------------

       Item of Form N-4                        Part C Caption
       ----------------                        --------------

24.    Financial Statements and Exhibits.....  Financial Statements and Exhibits

       (a)   Financial Statements............  Financial Statements

       (b)   Exhibits........................  Exhibits

                                      iii
<PAGE>



25.    Directors and Officers of the Depositor Directors and Officers of Annuity
                                               Investors Life
                                               Insurance Company(REGISTERED)

26.    Persons Controlled By or Under Common   Persons Controlled By Or Under
       Control With the                        Common
       Registrant............................  Control With the Depositor or
                                               Registrant

27.    Number of Owners......................  Number of Owners

28.    Indemnification.......................  Indemnification

29.    Principal Underwriters................  Principal Underwriter

30.    Location of Accounts and
       Records...............................  Location of Accounts and Records

31.    Management Services...................  Management Services

32.    Undertakings..........................  Undertakings

       Signature Page........................  Signature Page




















                                       iv
<PAGE>


INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------
   
    

                ANNUITY INVESTORS(REGISTERED) VARIABLE ACCOUNT B
                                      OF
              ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED)
                                  PROSPECTUS
                                     FOR
                      THE COMMODORE NAVIGATOR[SERVICEMARK]
           INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES
                                  ISSUED BY
                   ANNUITY INVESTORS LIFE INSURANCE COMPANY
          P.O. BOX 5423, CINCINNATI, OHIO 45201-5423, (800) 789-6771


This Prospectus  describes The Commodore  Navigator(SERVICEMARK)  Individual and
Group Flexible Premium Deferred Annuity  Contracts (the  "Contracts")  issued by
Annuity Investors Life Insurance Company(REGISTERED) (the "Company").


The   Commodore   Navigator(SERVICEMARK)   is  available  in   connection   with
arrangements that qualify for favorable tax treatment ("Qualified  Contract(s)")
under  Sections 401, 403 and 408 of the Code and for  non-tax-qualified  annuity
purchases  ("Non-Qualified  Contract(s)"),  including  Contracts purchased by an
employer  in  connection  with a Code  Section  457  or  non-qualified  deferred
compensation plan.


The  Contracts  provide for the  accumulation  of an Account Value on a fixed or
variable  basis,  or a combination  of both.  The Contracts also provide for the
payment  of  periodic  annuity  payments  on a fixed  or  variable  basis,  or a
combination  of both. If the variable  basis is chosen,  Annuity  Benefit values
will be held in Annuity Investors(REGISTERED)  Variable Account B (the "Separate
Account") and will vary  according to the  investment  performance of the mutual
funds in which the  Sub-Accounts of the Separate  Account  invest.  If the fixed
basis is chosen,  periodic annuity  payments from the Company's  general account
will be fixed and will not vary.

   
The Separate  Account is divided into  Sub-Accounts.  Each  Sub-Account uses its
assets to purchase,  at their net asset value, shares of a designated registered
investment  company or portfolio  thereof (each, a "Fund").  The Funds available
for  investment in the Separate  Account under the Contract are as follows:  (1)
Janus Aspen Series Aggressive Growth Portfolio; (2) Janus Aspen Series Worldwide
Growth  Portfolio;  (3) Janus Aspen Series Balanced  Portfolio;  (4) Janus Aspen
Series Growth Portfolio;  (5) Janus Aspen Series International Growth Portfolio;
(6) Dreyfus Variable Investment Fund-Capital Appreciation Portfolio; (7) Dreyfus
Variable Investment Fund-Money Market Portfolio; (8) Dreyfus Variable Investment
Fund-Growth and Income Portfolio; (9) Dreyfus Variable Investment Fund-Small Cap
Portfolio; (10) The Dreyfus Socially Responsible Growth Fund, Inc.; (11) Dreyfus
Stock Index Fund;  (12) Strong  Opportunity  Fund II, Inc.; (13) Strong Variable
Insurance Funds,  Inc.-Strong Growth Fund II; (14) INVESCO VIF-Industrial Income
Fund; (15) INVESCO VIF-Total Return Fund; (16) INVESCO VIF-High Yield Fund; (17)
Morgan Stanley  Universal Funds  Inc.-U.S.  Real Estate  Portfolio;  (18) Morgan
Stanley  Universal Funds  Inc.-Value  Portfolio;  (19) Morgan Stanley  Universal
Funds  Inc.-Emerging  Markets Equity  Portfolio;  (20) Morgan Stanley  Universal
Funds Inc.-Fixed Income Portfolio;  (21) Morgan Stanley Universal Funds Inc.-Mid
Cap Value  Portfolio;  (22) PBHG  Insurance  Series  Fund,  Inc.-PBHG  Growth II
Portfolio;   (23)  PBHG  Insurance  Series  Fund,  Inc.-PBHG  Large  Cap  Growth
Portfolio;   and  (24)  PBHG  Insurance  Series  Fund,  Inc.-PBHG  Technology  &
Communications Portfolio.
    

- --------------------------------------------------------------------------------
                                     Page 1
<PAGE>



   
    
<PAGE>



INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------

This Prospectus  sets forth the basic  information  that a prospective  investor
should know before investing. A "Statement of Additional Information" containing
more  detailed  information  about the Contract is  available  free of charge by
writing to the  Company's  Administrative  Office at P.O. Box 5423,  Cincinnati,
Ohio  45201-5423.  The Statement of Additional  Information,  which has the same
date as this Prospectus,  as it may be supplemented  from time to time, has been
filed with the Securities and Exchange  Commission and is incorporated herein by
reference.  The table of contents of the Statement of Additional  Information is
included at the end of this Prospectus.

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

   
                  Please Read this Prospectus Carefully and
                       Retain It for Future Reference.
                  The Date of this Prospectus is July 14, 1997.
    
                 --------------------------------------------



THIS  PROSPECTUS  DOES NOT CONSTITUTE AN OFFERING IN ANY  JURISDICTION  IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO DEALER,  SALESPERSON, OR OTHER PERSON
IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY  REPRESENTATIONS IN CONNECTION
WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS,  AND, IF GIVEN
OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.

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


VARIABLE  ANNUITY  CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS  OF, OR ENDORSED OR
GUARANTEED  BY, ANY FINANCIAL  INSTITUTION,  NOR ARE THEY  FEDERALLY  INSURED OR
OTHERWISE  PROTECTED BY THE FEDERAL DEPOSIT INSURANCE  CORPORATION,  THE FEDERAL
RESERVE  BOARD,  OR ANY OTHER  AGENCY;  THEY ARE  SUBJECT TO  INVESTMENT  RISKS,
INCLUDING POSSIBLE LOSS OF PRINCIPAL INVESTMENT.

THIS  PROSPECTUS IS VALID ONLY WHEN  ACCOMPANIED  BY THE CURRENT  PROSPECTUS FOR
EACH UNDERLYING FUND. BOTH THIS PROSPECTUS AND THE UNDERLYING FUND  PROSPECTUSES
SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.


- --------------------------------------------------------------------------------
                                     Page 2
<PAGE>




INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------


                                 TABLE OF CONTENTS


                                                                            PAGE


DEFINITIONS....................................................................7

HIGHLIGHTS....................................................................10
   THE CONTRACT...............................................................10
   THE SEPARATE ACCOUNT.......................................................10
   THE FIXED ACCOUNT..........................................................11
   TRANSFERS BEFORE THE ANNUITY COMMENCEMENT DATE.............................11
   SURRENDERS.................................................................11
   CONTINGENT DEFERRED SALES CHARGE ("CDSC")..................................11
   OTHER CHARGES AND DEDUCTIONS...............................................11
   ANNUITY BENEFITS...........................................................12
   DEATH BENEFIT..............................................................12
   FEDERAL INCOME TAX CONSEQUENCES............................................12
   RIGHT TO CANCEL............................................................12
   CONTACTING THE COMPANY.....................................................12

SUMMARY OF EXPENSES...........................................................14
   OWNER TRANSACTION EXPENSES.................................................14

ANNUAL EXPENSES...............................................................15
   EXAMPLES...................................................................20

FINANCIAL STATEMENTS FOR THE COMPANY..........................................21

THE FUNDS.....................................................................21
   JANUS ASPEN SERIES.........................................................22
         AGGRESSIVE GROWTH PORTFOLIO..........................................22
         WORLDWIDE GROWTH PORTFOLIO...........................................22
         BALANCED PORTFOLIO...................................................22
         GROWTH PORTFOLIO.....................................................22
         INTERNATIONAL GROWTH PORTFOLIO.......................................22
   DREYFUS FUNDS..............................................................22
         CAPITAL APPRECIATION PORTFOLIO (Dreyfus Variable Investment Fund)....22
         MONEY MARKET PORTFOLIO (Dreyfus Variable Investment Fund)............22
         GROWTH AND INCOME PORTFOLIO (Dreyfus Variable Investment Fund).......22
         SMALL CAP PORTFOLIO (Dreyfus Variable Investment Fund)...............22
         THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC....................23
         DREYFUS STOCK INDEX FUND.............................................23
   
   STRONG OPPORTUNITY FUND II, INC............................................23
         STRONG OPPORTUNITY FUND II,..........................................23
    
   STRONG VARIABLE INSURANCE FUNDS, INC.......................................23
         STRONG GROWTH FUND II................................................23
   INVESCO VARIABLE INVESTMENT FUNDS, INC.....................................23

- --------------------------------------------------------------------------------
                                     Page 3
<PAGE>



INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------

         INDUSTRIAL INCOME FUND...............................................23
         TOTAL RETURN FUND....................................................23
         HIGH YIELD FUND......................................................23
   MORGAN STANLEY UNIVERSAL FUNDS INC.........................................24
         U.S. REAL ESTATE PORTFOLIO...........................................24
         VALUE PORTFOLIO......................................................24
         EMERGING MARKETS EQUITY PORTFOLIO....................................24
         FIXED INCOME PORTFOLIO...............................................24
         MID CAP VALUE PORTFOLIO..............................................24
   PBHG INSURANCE SERIES FUND, INC............................................24
         PBHG GROWTH II PORTFOLIO.............................................24
         PBHG LARGE CAP GROWTH PORTFOLIO......................................25
         PBHG TECHNOLOGY & COMMUNICATIONS PORTFOLIO...........................25
   ADDITIONS, DELETIONS, OR SUBSTITUTIONS.....................................25

PERFORMANCE INFORMATION.......................................................26
   YIELD DATA.................................................................26
   TOTAL RETURN DATA..........................................................26

ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED) AND THE
SEPARATE ACCOUNT..............................................................27
   ANNUITY INVESTORS LIFE INSURANCE COMPANY...................................27
   PUBLISHED RATINGS..........................................................27
   THE SEPARATE ACCOUNT.......................................................27

THE FIXED ACCOUNT.............................................................28
   FIXED ACCOUNT OPTIONS......................................................28
   RENEWAL OF FIXED ACCOUNT OPTIONS...........................................28

THE CONTRACT..................................................................29
   RIGHT TO CANCEL............................................................29

PURCHASE PAYMENTS.............................................................30
   PURCHASE PAYMENTS..........................................................30
   ALLOCATION OF PURCHASE PAYMENTS............................................30

ACCOUNT VALUE.................................................................30
   FIXED ACCOUNT VALUE........................................................30
   VARIABLE ACCOUNT VALUE.....................................................31
   ACCUMULATION UNIT VALUE....................................................31
   NET INVESTMENT FACTOR......................................................31

TRANSFERS.....................................................................32
   TELEPHONE TRANSFERS........................................................32
   DOLLAR COST AVERAGING......................................................33
   PORTFOLIO REBALANCING......................................................33
   INTEREST SWEEP.............................................................34
   PRINCIPAL GUARANTEE OPTION.................................................34
   CHANGES BY THE COMPANY.....................................................34


- --------------------------------------------------------------------------------
                                     Page 4
<PAGE>


INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------

SURRENDERS....................................................................34
   SURRENDER VALUE............................................................34
   SUSPENSION OR DELAY IN PAYMENT OF SURRENDER VALUE..........................35
   FREE WITHDRAWAL PRIVILEGE..................................................36
   SYSTEMATIC WITHDRAWAL......................................................36

CONTRACT LOANS................................................................36

DEATH BENEFIT.................................................................37
   WHEN A DEATH BENEFIT WILL BE PAID..........................................37
   DEATH BENEFIT VALUES.......................................................37
   DEATH BENEFIT COMMENCEMENT DATE............................................38
   FORM OF DEATH BENEFIT......................................................38
   BENEFICIARY................................................................38

CHARGES AND DEDUCTIONS........................................................38
   CONTINGENT DEFERRED SALES CHARGE ("CDSC")..................................38
   MAINTENANCE AND ADMINISTRATION CHARGES.....................................40
   MORTALITY AND EXPENSE RISK CHARGE..........................................40
   PREMIUM TAXES..............................................................41
   TRANSFER FEE...............................................................41
   FUND EXPENSES..............................................................42
   REDUCTION OR ELIMINATION OF CONTRACT CHARGES...............................42

SETTLEMENT OPTIONS............................................................42
   ANNUITY COMMENCEMENT DATE..................................................42
   ELECTION OF SETTLEMENT OPTION..............................................42
   BENEFIT PAYMENTS...........................................................42
   FIXED DOLLAR BENEFIT.......................................................43
   VARIABLE DOLLAR BENEFIT....................................................43
   TRANSFERS AFTER THE ANNUITY COMMENCEMENT DATE..............................44
   ANNUITY TRANSFER FORMULA...................................................44
   SETTLEMENT OPTIONS.........................................................45
   MINIMUM AMOUNTS............................................................45
   SETTLEMENT OPTION TABLES...................................................46

GENERAL PROVISIONS............................................................46
   NON-PARTICIPATING..........................................................46
   MISSTATEMENT...............................................................46
   PROOF OF EXISTENCE AND AGE.................................................46
   DISCHARGE OF LIABILITY.....................................................46
   TRANSFER OF OWNERSHIP......................................................46
         NON-QUALIFIED CONTRACT...............................................46
         QUALIFIED CONTRACT...................................................47
   ASSIGNMENT.................................................................47
         NON-QUALIFIED CONTRACT...............................................47
         QUALIFIED CONTRACT...................................................47
   ANNUAL REPORT..............................................................47
   INCONTESTABILITY...........................................................47

- --------------------------------------------------------------------------------
                                     Page 5
<PAGE>



INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------

   ENTIRE CONTRACT............................................................47
   CHANGES -- WAIVERS.........................................................48
   NOTICES AND DIRECTIONS.....................................................48

FEDERAL TAX MATTERS...........................................................48
   INTRODUCTION...............................................................48
   TAXATION OF ANNUITIES IN GENERAL...........................................48
   SURRENDERS.................................................................49
         QUALIFIED CONTRACTS..................................................49
         NON-QUALIFIED CONTRACTS..............................................49
   ANNUITY BENEFIT PAYMENTS...................................................49
   PENALTY TAX................................................................49
   TAXATION OF DEATH BENEFIT PROCEEDS.........................................49
   TRANSFERS, ASSIGNMENTS, OR EXCHANGES OF THE CONTRACT.......................50
   QUALIFIED CONTRACTS - GENERAL..............................................50
   TEXAS OPTIONAL RETIREMENT PROGRAM..........................................50
   INDIVIDUAL RETIREMENT ANNUITIES............................................50
   TAX-SHELTERED ANNUITIES....................................................50
   PENSION AND PROFIT SHARING PLANS...........................................51
   CERTAIN DEFERRED COMPENSATION PLANS........................................51
   WITHHOLDING................................................................51
   POSSIBLE CHANGES IN TAXATION...............................................51
   OTHER TAX CONSEQUENCES.....................................................51
   GENERAL....................................................................51

DISTRIBUTION OF THE CONTRACT..................................................52

LEGAL PROCEEDINGS.............................................................52

VOTING RIGHTS.................................................................52

AVAILABLE INFORMATION.........................................................53

STATEMENT OF ADDITIONAL INFORMATION...........................................54

APPENDIX A....................................................................55
   QUALIFIED CONTRACTS........................................................55
   NON-QUALIFIED CONTRACTS....................................................56
   GROUP CONTRACT.............................................................60



- --------------------------------------------------------------------------------
                                     Page 6
<PAGE>



INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------

                                   DEFINITIONS

ACCOUNT(S):  The Sub-Account(s) and/or the Fixed Account options.

ACCOUNT VALUE: The aggregate value of the Owner's interest in the Sub-Account(s)
and the Fixed Account options as of the end of any Valuation  Period.  The value
of the Owner's interest in all Sub-Accounts is the "Variable Account Value," and
the value of the  Owner's  interest in all Fixed  Account  options is the "Fixed
Account Value."

ACCUMULATED EARNINGS:  The Account Value in excess of Purchase Payments received
by the Company and which have not been returned to the Owner.

ACCUMULATION PERIOD:  The period prior to the applicable Commencement Date.

ACCUMULATION  UNIT:  The unit of  measure  used to  calculate  the  value of the
Sub-Account(s) prior to the applicable Commencement Date.

ADMINISTRATIVE  OFFICE:  The home  office of the  Company or any other  place of
business the Company may designate for administration.

AGE:  Age as of most recent birthday.

ANNUITANT:  A natural  person  whose life is used to  determine  the duration of
annuity payments involving life contingencies.

ANNUITY BENEFIT:  Periodic payments under a settlement option, which commence on
or after the Annuity Commencement Date.

ANNUITY COMMENCEMENT DATE: The first day of the first Payment Interval for which
an Annuity Benefit payment is to be made under a settlement option.


BENEFICIARY:  A person entitled to the Death Benefit under the Contract upon the
death of an Owner.  If there is a  surviving  joint  Owner,  that person will be
deemed the Beneficiary.

BENEFIT PAYMENT: The Annuity Benefit or Death Benefit payable under a settlement
option.  Variable  Dollar  Benefit  payments  may vary in amount.  Fixed  Dollar
Benefit  payments  remain  constant  except  under  certain  joint and  survivor
settlement options.

BENEFIT PAYMENT PERIOD:  The period starting with the  Commencement  Date during
which Benefit Payments are to be made under the Contract.

BENEFIT  UNIT:  The unit of measure  used to  determine  the dollar value of any
Variable Dollar Benefit  payments after the first Benefit Payment is made by the
Company.

CERTIFICATE:  The  document  issued  to a  Participant  evidencing  his  or  her
participation under a group Contract.


CODE:  The  Internal  Revenue  Code of  1986,  as  amended,  and the  rules  and
regulations issued thereunder.

COMMENCEMENT  DATE:  The  Annuity  Commencement  Date if an  Annuity  Benefit is
payable under the Contract,  or the Death Benefit  Commencement  Date if a Death
Benefit is payable under the Contract.

CONTRACT ANNIVERSARY:  An annual anniversary of the Contract Effective Date.


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                                     Page 7
<PAGE>



INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------

CONTRACT EFFECTIVE DATE:  The date shown on the Contract Specifications page.

CONTRACT YEAR: Any period of twelve months commencing on the Contract  Effective
Date and on each Contract Anniversary thereafter.

DEATH BENEFIT: The benefit described in the Benefit on Death of Owner Section of
the Contract.


DEATH BENEFIT COMMENCEMENT DATE: The first day of the first Payment Interval for
which a Death Benefit  payment is to be made under a settlement  option,  or the
date a Death Benefit is to be paid in a lump sum.

DEATH BENEFIT VALUATION DATE: The date that Due Proof of Death has been received
by the Company and the earlier to occur of:

     (1) the Company's  receipt of a Written Request with instructions as to the
         form of Death Benefit; or

     (2) the Death Benefit Commencement Date.

DUE  PROOF OF  DEATH:  Any of the  following:  (1) a  certified  copy of a death
certificate;  (2)  a  certified  copy  of a  decree  of  a  court  of  competent
jurisdiction as to the finding of death; or (3) any other proof  satisfactory to
the Company.

FUND: A management investment company, or a portfolio thereof,  registered under
the  Investment  Company Act of 1940, as amended,  in which a Sub-Account of the
Separate Account invests.

NET  ASSET  VALUE:  The  amount  computed  by an  investment  company,  no  less
frequently  than each  Valuation  Period,  as the  price at which its  shares or
units,  as the case may be, are  redeemed  in  accordance  with the rules of the
Securities and Exchange Commission.

OWNER:  The person(s) identified as such on the Contract Specifications page.


PARTICIPANT:  A person who participates in the benefits of a group Contract.


PAYMENT INTERVAL: A monthly,  quarterly, annual or other regular interval during
the Benefit Payment Period.

PERSON CONTROLLING PAYMENTS:

    NON-QUALIFIED   CONTRACTS:  The  "Person  Controlling  Payments"  means  the
    following, as the case may be:

     (1) with respect to Annuity Benefit payments,
         (a) the Owner, if the Owner has the right to change the payee; or
         (b) in all other cases, the payee; and
     (2) with respect to Death Benefit payments,
         (a) the Beneficiary; or
         (b) if the Beneficiary is deceased, the payee.

    QUALIFIED CONTRACTS:  The "Person Controlling Payments" means the following,
    as the case may be:

     (1) with respect to Annuity Benefit payments, the Owner; and
     (2) with respect to Death Benefit payments,
         (a) the Beneficiary; or
         (b) if the Beneficiary is deceased, the payee.


- --------------------------------------------------------------------------------
                                     Page 8
<PAGE>



INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------


PURCHASE PAYMENT: A contribution amount paid to the Company in consideration for
the  Contract,  after the  deduction  of any and all of the  following  that may
apply:
     (1) any fee charged by the person remitting payments for the Owner;  
     (2) premium taxes; and/or 
     (3) other taxes.

SEPARATE  ACCOUNT:  An account,  which may be an  investment  company,  which is
established  and maintained by the Company  pursuant to the laws of the State of
Ohio.

SUB-ACCOUNT:  The Separate Account is divided into  Sub-Accounts,  each of which
invests in the shares of a designated Fund.

SURRENDER  VALUE:  The  amount  payable  under a  Contract  if the  Contract  is
surrendered.

VALUATION  PERIOD:  The period commencing at the close of regular trading on the
New York Stock Exchange on any Valuation Date and ending at the close of trading
on the next succeeding Valuation Date.  "Valuation Date" means each day on which
the New York Stock Exchange is open for business.

WRITTEN REQUEST:  Information  provided, or a request made, that is complete and
satisfactory  to the Company,  that is sent to the Company on the Company's form
or in a  manner  satisfactory  to the  Company,  which  may,  at  the  Company's
discretion,  be  telephonic,  and  that  is  received  by  the  Company  at  the
Administrative  Office.  A Written Request is subject to any payment made or any
action the Company  takes  before the  Written  Request is  acknowledged  by the
Company.  The Company will deem a Written  Request a standing order which may be
modified or revoked only by a subsequent Written Request,  when permitted by the
terms of the Contract. An Owner may be required to return his or her Contract to
the Company in connection with a Written Request.














- --------------------------------------------------------------------------------
                                     Page 9
<PAGE>



INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------

                                   HIGHLIGHTS

THE CONTRACT

      The   Commodore   Navigator(SERVICEMARK)   Contracts   described  in  this
      Prospectus   are   available   for   use  in   connection   with   certain
      non-tax-qualified  annuity purchases,  including Contracts purchased by an
      employer in connection with a Code Section 457 or  non-qualified  deferred
      compensation  plan, and are also available for  arrangements  that qualify
      for favorable tax treatment under Section 401, 403 or 408 of the Code.

      Participation  in a group  Contract will be evidenced by the issuance of a
      participant  Certificate  describing the Participant's  interest under the
      group Contract.  Participation in an individual Contract will be evidenced
      by the  issuance  of an  individual  Contract.  References  to  "Contract"
      throughout  this  Prospectus  shall  also mean  Certificates  under  group
      Contracts  except where noted.  For such group  Contracts,  references  to
      "Owner"  shall  also  mean  the   Participant   unless  the  Contract  and
      Certificate  otherwise require the Owner to exercise  Contractual  rights.
      Unless changed by endorsement,  or otherwise noted herein,  group Contract
      provisions  are identical to Qualified  Contract  provisions  described in
      this Prospectus.

      The Owner is the  person or  persons  designated  as such on the  Contract
      Specifications  page.  Subject to the terms of the Contract and unless the
      Owner dies before the Annuity  Commencement Date, the Account Value, after
      certain adjustments,  will be applied to the payment of an Annuity Benefit
      under the Settlement Option elected by the Owner.

      The Account Value will depend on the investment  experience of the amounts
      allocated to each Sub-Account of the Separate Account elected by the Owner
      and/or  interest  credited  on  amounts  allocated  to the  Fixed  Account
      option(s)  elected.  All Annuity  Benefits and other values provided under
      the  Contract  when based on the  investment  experience  of the  Separate
      Account  are  variable  and  are  not  guaranteed  as  to  dollar  amount.
      Therefore,  the Owner  bears the entire  investment  risk with  respect to
      amounts allocated to the Separate Account under the Contract.

      THERE IS NO GUARANTEED OR MINIMUM  SURRENDER VALUE WITH RESPECT TO AMOUNTS
      ALLOCATED TO THE SEPARATE ACCOUNT, SO THE PROCEEDS OF A SURRENDER COULD BE
      LESS THAN THE TOTAL PURCHASE PAYMENTS.

THE SEPARATE ACCOUNT
   
      Annuity Investors(REGISTERED)  Variable Account B is a Separate Account of
      the  Company  that  is  divided  into  Sub-Accounts.  (See  "The  Separate
      Account," page 27.) Each Sub-Account uses its assets to purchase, at their
      Net Asset Value,  shares of a Fund. The Funds  available for investment in
      the Separate  Account  under the Contract are as follows:  (1) Janus Aspen
      Series  Aggressive  Growth  Portfolio;  (2) Janus Aspen  Series  Worldwide
      Growth  Portfolio;  (3) Janus Aspen Series Balanced  Portfolio;  (4) Janus
      Aspen Series Growth Portfolio; (5) Janus Aspen Series International Growth
      Portfolio;  (6)  Dreyfus  Variable  Investment  Fund-Capital  Appreciation
      Portfolio;  (7) Dreyfus Variable  Investment  Fund-Money Market Portfolio;
      (8) Dreyfus  Variable  Investment  Fund-Growth and Income  Portfolio;  (9)
      Dreyfus  Variable  Investment  Fund-Small Cap Portfolio;  (10) The Dreyfus
      Socially  Responsible  Growth Fund,  Inc.;  (11) Dreyfus Stock Index Fund;
      (12) Strong  Opportunity  Fund II, Inc.;  (13) Strong  Variable  Insurance
      Funds,  Inc.-Strong  Growth Fund II; (14)  INVESCO  VIF-Industrial  Income
      Fund;  (15) INVESCO  VIF-Total  Return Fund;  (16) INVESCO  VIF-High Yield
      Fund; (17) Morgan Stanley Universal Funds Inc.-U.S. Real Estate Portfolio;
      (18) Morgan Stanley  Universal  Funds  Inc.-Value  Portfolio;  (19) Morgan
      Stanley  Universal  Funds  Inc.-Emerging  Markets Equity  Portfolio;  (20)
      Morgan Stanley Universal Funds Inc.-Fixed  Income  Portfolio;  (21) Morgan
      Stanley Universal Funds Inc.-Mid Cap Value Portfolio;  (22) PBHG Insurance
      Series Fund,  Inc.-PBHG  Growth II Portfolio;  (23) PBHG Insurance  Series
      Fund, Inc.-PBHG Large Cap Growth Portfolio; and (24) PBHG Insurance Series
      Fund, Inc.-PBHG Technology & Communications Portfolio.
    

- --------------------------------------------------------------------------------
                                    Page 10
<PAGE>



INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------

      Each Fund pays its investment  adviser and other service providers certain
      fees  charged  against  the  assets of the Fund.  The  Account  Value of a
      Contract and the amount of any Annuity  Benefits  will vary to reflect the
      investment  performance of all the  Sub-Accounts  elected by the Owner and
      the deduction of the charges  described  under  "CHARGES AND  DEDUCTIONS,"
      page 38. For more  information  about the Funds,  see "THE FUNDS," page 21
      and the accompanying Funds' prospectuses.

THE FIXED ACCOUNT

      The Fixed  Account is an account  within the  Company's  general  account.
      There are currently five Fixed Account  options  available under the Fixed
      Account: a Fixed Accumulation  Account option and four fixed term options.
      Purchase  Payments  allocated or amounts  transferred to the Fixed Account
      options are credited  with  interest at a rate  declared by the  Company's
      Board of Directors,  but in any event at a minimum  guaranteed annual rate
      of  3.0%  corresponding  to a daily  rate  of  0.0081%.  (See  "THE  FIXED
      ACCOUNT," page 28.)

TRANSFERS BEFORE THE ANNUITY COMMENCEMENT DATE

      Prior to the Annuity  Commencement  Date,  the Owner may  transfer  values
      between  the  Separate  Account  and the Fixed  Account,  within the Fixed
      Account and between the Sub-Accounts, by Written Request to the Company or
      by telephone in accordance  with the Company's  telephone  transfer rules.
      (See "TRANSFERS," page 32.)


      The Company  currently  charges a fee of $25 for each transfer  ("Transfer
      Fee") in  excess  of twelve  made  during  the same  Contract  Year.  (See
      "TRANSFERS," page 32.)

SURRENDERS

      All or part of the Surrender Value of a Contract may be surrendered by the
      Owner on or before the Annuity Commencement Date by Written Request to the
      Company.  Purchase  Payments  surrendered  may be subject to a  Contingent
      Deferred  Sales  Charge  ("CDSC")  depending  upon how  long the  Purchase
      Payments  to be  withdrawn  have been held  under  the  Contract.  Amounts
      withdrawn  also may be subject to a premium tax or similar tax,  depending
      upon the jurisdiction in which the Owner lives.  Surrenders may be subject
      to a 10%  premature  distribution  penalty  tax if made  before  the Owner
      reaches age 59 1/2. Surrenders may further be subject to federal, state or
      local income taxes or significant tax law restrictions.  (See "FEDERAL TAX
      MATTERS," page 48.)

CONTINGENT DEFERRED SALES CHARGE ("CDSC")

      A CDSC may be imposed on amounts  surrendered.  The maximum CDSC is 7% for
      each  Purchase  Payment.  That  percentage  decreases by 1% annually to 0%
      after year seven.

      The CDSC may be  reduced  or  waived  under  certain  circumstances.  (See
      "CHARGES AND DEDUCTIONS," page 38.)

OTHER CHARGES AND DEDUCTIONS

      The Company  deducts a daily charge  ("Mortality and Expense Risk Charge")
      at an effective  annual rate of 1.25% of the daily Net Asset Value of each
      Sub-Account. In connection with certain Contracts where the Company incurs
      reduced sales and servicing expenses,  such as Contracts offered to active
      employees of the Company or any of its subsidiaries and/or affiliates, the
      Company may offer a Contract  with a Mortality  and Expense Risk Charge at
      an  effective  annual  rate of 0.95% of the daily Net Asset  Value of each

- --------------------------------------------------------------------------------
                                    Page 11
<PAGE>



INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------

      Sub-Account. The Mortality and Expense Risk Charge is not assessed against
      Fixed Account options. (See "CHARGES AND DEDUCTIONS," page 38.)


      The  Company  also  deducts  a  Contract   maintenance  charge  each  year
      ("Contract  Maintenance  Fee").  This Fee is currently $30 and is deducted
      from an Owner's Variable Account Value on each Contract  Anniversary.  The
      Contract Maintenance Fee may be waived under certain  circumstances.  This
      Contract  Maintenance Fee is not assessed  against Fixed Account  options.
      (See "CHARGES AND DEDUCTIONS," page 38.)

      Additionally,  the  Company  deducts a charge  to help  cover the costs of
      administering  the  Contracts  and the Separate  Account  ("Administration
      Charge").  The  Administration  Charge is computed at an effective  annual
      rate of 0.15% of the  daily  Net  Asset  Value of each  Sub-Account.  This
      Administration Charge is not assessed against Fixed Account options.

      Charges for premium taxes may be imposed in some jurisdictions.  Depending
      on the  applicability  of such taxes,  the  charges  may be deducted  from
      Purchase Payments, from surrenders, and from other payments made under the
      Contract. (See "CHARGES AND DEDUCTIONS," page 38.)

ANNUITY BENEFITS

      Annuity  Benefits are paid on a fixed or variable  basis, or a combination
      of both. (See "Benefit Payments," page 42.)

DEATH BENEFIT

      The Contract provides for the payment of a Death Benefit if the Owner dies
      prior to the Annuity  Commencement  Date. The Death Benefit may be paid in
      one lump sum or pursuant to any available  settlement option offered under
      the Contract. (See "DEATH BENEFIT," page 37.)

FEDERAL INCOME TAX CONSEQUENCES

      An Owner  generally  should not be taxed on increases in the Account Value
      until a  distribution  under the  Contract  occurs  (e.g.,  a surrender or
      Annuity  Benefit)  or is  deemed  to  occur  (e.g.,  a loan  in  default).
      Generally,   a  portion  (up  to  100%)  of  any  distribution  or  deemed
      distribution  is  taxable  as  ordinary  income.  The  taxable  portion of
      distributions  is generally  subject to income tax withholding  unless the
      recipient  elects  otherwise.  In addition,  a 10% federal penalty tax may
      apply to certain distributions. (See "FEDERAL TAX MATTERS," page 48.)

RIGHT TO CANCEL  (INDIVIDUAL  CONTRACTS ONLY, UNLESS OTHERWISE REQUIRED BY STATE
LAW)

      An Owner may cancel the Contract by giving the Company  written  notice of
      cancellation  and returning the Contract  before midnight of the twentieth
      day (or longer if  required  by state law) after  receipt.  (See "Right to
      Cancel," page 29.)

CONTACTING THE COMPANY

      All Written  Requests and any questions or inquiries should be directed to
      the  Company's  Administrative  Office,  P.O. Box 5423,  Cincinnati,  Ohio
      45201-5423,  (800)  789-6771.  All inquiries  should  include the Contract
      Number and the Owner's name.


- --------------------------------------------------------------------------------
                                    Page 12
<PAGE>




INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------

      NOTE:  THE FOREGOING  SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE DETAILED
      INFORMATION IN THE REMAINDER OF THIS  PROSPECTUS  AND IN THE  ACCOMPANYING
      PROSPECTUSES  FOR THE FUNDS WHICH SHOULD BE REFERRED TO FOR MORE  DETAILED
      INFORMATION.  THE  REQUIREMENTS  OF AN  ENDORSEMENT  TO  THE  CONTRACT  OR
      LIMITATIONS OR PENALTIES  IMPOSED BY THE CODE MAY IMPOSE ADDITIONAL LIMITS
      OR RESTRICTIONS ON PURCHASE PAYMENTS, SURRENDERS, DISTRIBUTIONS, BENEFITS,
      OR OTHER  PROVISIONS OF THE CONTRACT.  THIS  PROSPECTUS  DOES NOT DESCRIBE
      SUCH LIMITATIONS OR RESTRICTIONS.
      (SEE "FEDERAL TAX MATTERS," PAGE 48.)



























- --------------------------------------------------------------------------------
                                    Page 13
<PAGE>




INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------


                                   SUMMARY OF EXPENSES


OWNER TRANSACTION EXPENSES


 Sales Load Imposed on Purchase Payments                                    NONE

 Contingent Deferred Sales Charge (as a percentage of Purchase
 Payments surrendered)

 Contract Years elapsed since receipt of Purchase Payment

      less than 1 year                                                        7%

      1 year but less than 2 years                                            6%

      2 years but less than 3 years                                           5%

      3 years but less than 4 years                                           4%

      4 years but less than 5 years                                           3%

      5 years but less than 6 years                                           2%

      6 years but less than 7 years                                           1%

      7 years or more                                                         0%

 Surrender Fees                                                             NONE

 Transfer Fee(1)                                                             $25

 Annual Contract Maintenance Fee(2)                                          $30













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

1/ The first twelve transfers in a Contract Year are free. Thereafter, a $25 fee
will be charged on each subsequent transfer.

2/ The Company will waive the Contract  Maintenance  Fee if the Account Value is
equal to or greater than $40,000 on the date the Contract  Maintenance Fee would
otherwise be assessed.





- --------------------------------------------------------------------------------
                                    Page 14
<PAGE>




INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                     ANNUAL EXPENSES


 SEPARATE ACCOUNT    JANUS A.S.    JANUS A.S.   JANUS A.S.    JANUS      JANUS A.S.
ANNUAL EXPENSES(3)   AGGRESSIVE    WORLDWIDE    BALANCED       A.S.     INTERNATIONAL
(as a percentage of    GROWTH        GROWTH    PORTFOLIO(5)   GROWTH       GROWTH
  average Separate  PORTFOLIO(5)  PORTFOLIO(5)             PORTFOLIO(5) PORTFOLIO(5)
   Account assets)
<S>                      <C>          <C>          <C>         <C>         <C>  
Mortality and
Expense Risk Charge      1.25%        1.25%        1.25%       1.25%       1.25%

Administration Charge    0.15%        0.15%        0.15%       0.15%       0.15%

Other Fees and
Expenses of the          0.00%        0.00%        0.00%       0.00%       0.00%
Separate Account

Total Separate
Account Annual           1.40%        1.40%        1.40%       1.40%       1.40%
Expenses

FUND ANNUAL EXPENSES(4)
(as a percentage of Fund average net assets after fee waiver and/or expense
reimbursement, if any)

Management Fees          0.72%        0.66%        0.79%       0.65%       0.05%

Other Expenses           0.04%        0.14%        0.15%       0.04%       1.21%

Total Fund Annual
Expenses                 0.76%        0.80%        0.94%       0.69%       1.26%

</TABLE>


<TABLE>
<CAPTION>

   SEPARATE ACCOUNT       DREYFUS    DREYFUS   DREYFUS   DREYFUS    THE DREYFUS  DREYFUS
ANNUAL EXPENSES(3)(as a    V.I.F.    V.I.F.    V.I.F.    V.I.F.       SOCIALLY   STOCK
 percentage of average    CAPITAL    MONEY     GROWTH &  SMALL CAP  RESPONSIBLE  INDEX
   Separate Account     APPRECIATION MARKET    INCOME    PORTFOLIO     GROWTH     FUND
        assets)          PORTFOLIO   PORTFOLIO PORTFOLIO            FUND, INC.(6)
<S>                        <C>         <C>       <C>       <C>         <C>         <C>
Mortality and Expense
Risk Charge                1.25%       1.25%     1.25%     1.25%       1.25%       1.25%

Administration Charge      0.15%       0.15%     0.15%     0.15%       0.15%       0.15%

Other Fees and
Expenses of the            0.00%       0.00%     0.00%     0.00%       0.00%       0.00%
Separate Account

Total Separate Account
Annual Expenses            1.40%       1.40%     1.40%     1.40%       1.40%       1.40%

FUND ANNUAL EXPENSES(4)
(as a percentage of Fund average net assets after fee waiver and/or expense
reimbursement, if any)

Management Fees            0.75%       0.50%     0.75%     0.75%       0.72%      0.245%

Other Expenses             0.09%       0.12%     0.08%     0.04%       0.24%      0.055%

Total Fund Annual
Expenses                   0.84%       0.62%     0.83%     0.79%       0.96%       0.30%

</TABLE>


- --------------------------------------------------------------------------------
                                    Page 15
<PAGE>



INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------
   
      SEPARATE ACCOUNT      STRONG OPPORTUNITY      STRONG V.I.F.-
      ANNUAL EXPENSES(3)      FUND II, INC.          STRONG GROWTH
      (as a percentage                                  FUND II
         of average
      Separate Account
           assets)
     ---------------------------------------------------------------
    
     Mortality and
     Expense Risk Charge          1.25%                  1.25%

     Administration               0.15%                  0.15%
     Charge

     Other Fees and
     Expenses of the
     Separate Account             0.00%                  0.00%

     Total Separate
     Account Annual
     Expenses                     1.40%                  1.40%


     FUND ANNUAL EXPENSES(7)
     (as a percentage of Fund average net assets after fee waiver
     and/or expense reimbursement, if any)

     Management Fees              1.00%                  1.00%

     Other Expenses               0.17%                  1.00%

     Total Fund Annual
     Expenses                     1.17%                  2.00%



      SEPARATE ACCOUNT   INVESCO VIF-  INVESCO VIF-   INVESCO VIF-
      ANNUAL EXPENSES(3)  INDUSTRIAL      TOTAL         HIGH YIELD
      (as a percentage  INCOME FUND(8)(9) RETURN        Fund(8)(11)
         of average                     Fund(8)(10)
      Separate Account
           assets)
      --------------------------------------------------------------
      Mortality and
      Expense Risk
      Charge                1.25%         1.25%           1.25%

      Administration
      Charge                0.15%         0.15%           0.15%

      Other Fees and
      Expenses of the
      Separate Account      0.00%         0.00%           0.00%

      Total Separate
      Account Annual
      Expenses              1.40%         1.40%           1.40%

      FUND ANNUAL EXPENSES(4)
      (as a percentage of Fund average net assets after fee waiver
      and/or expense reimbursement, if any)

      Management Fees       0.75%         0.75%           0.60%

      Other Expenses        0.20%         0.19%           0.27%

      Total Fund
      Annual Expenses       0.95%         0.94%           0.87%


- --------------------------------------------------------------------------------
                                    Page 16
<PAGE>



INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------


      SEPARATE ACCOUNT     MORGAN STANLEY     MORGAN STANLEY
      ANNUAL EXPENSES(3)  UNIVERSAL FUNDS       UNIVERSAL
       as a percentage   INC.-MID CAP VALUE        FUNDS
         of average           PORTFOLIO       INC.-U.S. REAL
      Separate Account                            ESTATE
           assets)                               PORTFOLIO
      --------------------------------------------------------
      Mortality and
      Expense Risk              1.25%              1.25%
      Charge

      Administration            0.15%              0.15%
      Charge

      Other Fees and
      Expenses of the
      Separate Account          0.00%              0.00%

      Total Separate
      Account Annual
      Expenses                  1.40%              1.40%

      FUND ANNUAL EXPENSES(12)
      (as a percentage of Fund average net assets after fee
      waiver and/or expense reimbursement, if any)

      Management Fees           0.75%              0.80%

      Other Expenses            0.30%              0.30%

      Total Fund
      Annual Expenses           1.05%              1.10%




 SEPARATE ACCOUNT ANNUAL   MORGAN STANLEY    MORGAN STANLEY    MORGAN STANLEY
    EXPENSES(3) (as a        UNIVERSAL         UNIVERSAL         UNIVERSAL
  percentage of average      FUNDS INC.-         FUNDS          FUNDS INC.-
Separate Account assets)   VALUE PORTFOLIO   INC.-EMERGING      FIXED INCOME
                                             MARKETS EQUITY      PORTFOLIO
                                               PORTFOLIO
- ------------------------------------------------------------------------------
Mortality and Expense
Risk Charge                     1.25%            1.25%             1.25%

Administration Charge           0.15%            0.15%             0.15%

Other Fees and Expenses
of the Separate Account         0.00%            0.00%             0.00%

Total Separate Account
Annual Expenses                 1.40%            1.40%             1.40%

FUND ANNUAL EXPENSES12
(as a percentage of Fund average net assets after fee waiver and/or expense
reimbursement, if any)

Management Fees                 0.55%            1.25%             0.40%

Other Expenses                  0.30%            0.50%             0.30%

Total Fund Annual
Expenses                        0.85%            1.75%             0.70%



- --------------------------------------------------------------------------------
                                    Page 17
<PAGE>


INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------

 SEPARATE ACCOUNT ANNUAL   PBHG INSURANCE    PBHG INSURANCE    PBHG INSURANCE
    EXPENSES(3) (as a        SERIES FUND,     SERIES FUND,      SERIES FUND,
  percentage of average   INC.-PBHG GROWTH  INC.-PBHG LARGE      INC.-PBHG
Separate Account assets)   II PORTFOLIO(13)    CAP GROWTH       TECHNOLOGY &
                                              PORTFOLIO(13)    COMMUNICATIONS
                                                                PORTFOLIO(13)
- ------------------------------------------------------------------------------
Mortality and Expense
Risk Charge                     1.25%            1.25%             1.25%

Administration Charge           0.15%            0.15%             0.15%

Other Fees and Expenses
of the Separate Account         0.00%            0.00%             0.00%

Total Separate Account
Annual Expenses                 1.40%            1.40%             1.40%

FUND ANNUAL EXPENSES
(as a percentage of Fund average net assets after fee waiver and/or expense
reimbursement, if any)

Management Fees                 0.85%            0.72%             0.61%

Other Expenses                  0.30%            0.38%             0.59%

Total Fund Annual
Expenses                        1.15%            1.10%             1.20%


The  purpose of this table is to assist an Owner in  understanding  the  various
costs and expenses that the Owner will bear directly and indirectly with respect
to  investment  in the Separate  Account.  The table  reflects  expenses of each
Sub-Account  as well as of the  Fund  in  which  the  Sub-Account  invests.  See
"CHARGES  AND  DEDUCTIONS,"  page 38 of  this  Prospectus  and the  accompanying
prospectus  for the  applicable  Fund  for a more  complete  description  of the
various costs and expenses.  Information regarding each underlying Fund has been
provided  to the Company by each Fund,  and the  Company  has not  independently
verified such  information.  In addition to the expenses  listed above,  premium
taxes  may  be  applicable.  The  dollar  figures  should  not be  considered  a
representation  of past or future  expenses.  Actual  expenses may be greater or
less than those shown.  The $30 Contract  Maintenance  Charge is included in the
Examples as $1.

__________________
3/ Annual  expenses are anticipated to be the same for each  Sub-Account.  These
expenses are based on estimated amounts for the current fiscal year.


4/ Data for each Fund are for its fiscal year ended  December 31,  1996.  Actual
expenses in future years may be higher or lower.

   
5/ The fees and expenses in the table above are based on gross  expenses  before
expense  offset  arrangements  for the fiscal year ended  December 31, 1996. The
information  for each  Portfolio is net of fee waivers or  reduction  from Janus
Corporation.  Fee  reductions for the Aggressive  Growth,  Worldwide  Growth and
Balanced,  Growth and International  Growth Portfolios reduce the management fee
to the  level  of  the  corresponding  Janus  retail  fund.  Other  waivers,  if
applicable,  are first applied against the management fee and then against other
expenses. Without such waivers or reductions, the Management Fee, Other Expenses
and  Total  Operating   Expenses  would  have  been  1.00%,   1.21%  and  2.21%,
respectively for the  International  Growth Portfolio;  0.79%,  0.04% and 0.83%,
respectively for the Growth Portfolio; 0.79%, 0.04%, and 0.83%, respectively for
Aggressive Growth Portfolio;  0.77%, 0.14% and 0.91%, respectively for Worldwide
Growth  Portfolio  and 0.92%,  0.15% and 1.07%,  respectively  for the  Balanced
Portfolio.  Janus  Corporation may modify or terminate the waivers or reductions
at any time upon at least 90 days' notice to the Trustees.
    

6/ Fund expenses are net of  management  fees and other  expenses  waived and/or
reimbursed.  In the absence of such fee waivers and/or  expense  reimbursements,
Management Fees, Other Expenses and Total Portfolio  Expenses would have been as
follows for the fiscal year ended  December  31, 1996:  0.75%,  0.24% and 0.99%,
respectively, for The Dreyfus Socially Responsible Growth Fund, Inc.


7/ There were no expense  reimbursements  applicable for any of these funds, nor
are there currently any expense reimbursement arrangements.  With respect to the
Strong Growth Fund II, "Other Expenses" have been estimated because the Fund did
not commence  operations  until December 31, 1996. This estimate is based on the
projected  growth of the Fund during its first year of operations.  Please refer
to the Fund's  unaudited  financial  highlights in its prospectus for the Fund's

- --------------------------------------------------------------------------------
                                    Page 18
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INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------

ratio of  expenses  to average net  assets,  which is  annualized,  based on the
Fund's first three months of operations.


8/ In accordance with a Sub-Advisory Agreement between INVESCO Funds Group, Inc.
("IFG") and INVESCO Trust  Company  ("ITC"),  a wholly owned  subsidiary of IFG,
investment  decisions of High Yield and Industrial Income Funds are made by ITC.
A separate  Sub-Advisory  Agreement between IFG and INVESCO Capital  Management,
Inc. ("ICM"),  an affiliate of IFG, provides that investment  decisions of Total
Return Fund are made by ICM.  Fees for such  sub-advisory  services  are paid by
IFG.


9/ Various  expenses of the Portfolio were  voluntarily  absorbed by IFG for the
year  ended  December  31,  1996.  If such  expenses  had not  been  voluntarily
absorbed,  ratio of expenses to average  net assets  would have been 1.19%,  and
ratio of net  investment  income to average  net assets  would have been  2.63%.
Expense  ratio  of 0.95% is based  on  Total  Expenses  of the  Portfolio,  less
Expenses  Absorbed by  Investment  Adviser,  which is before any expense  offset
arrangements.


10/ Various expenses of the Portfolio were  voluntarily  absorbed by IFG for the
year  ended  December  31,  1996.  If such  expenses  had not  been  voluntarily
absorbed,  ratio of  expenses  to average  net assets  would have been 1.30% and
ratio of net  investment  income to average  net assets  would have been  3.08%.
Expense  ratio  of 0.94% is based  on  Total  Expenses  of the  Portfolio,  less
Expenses  Absorbed by  Investment  Adviser,  which is before any expense  offset
arrangement.


11/ Various expenses of the Portfolio were  voluntarily  absorbed by IFG for the
year  ended  December  31,  1996.  If such  expenses  had not  been  voluntarily
absorbed,  ratio of  expenses  to average  net assets  would have been 1.32% and
ratio of net  investment  income to average  net assets  would have been  8.74%.
Expense  ratio  of 0.87% is based  on  Total  Expenses  of the  Portfolio,  less
Expenses  Absorbed by  Investment  Adviser,  which is before any expense  offset
arrangements.

   
12/ Morgan Stanley Asset  Management  Inc. and Miller  Anderson & Sherrerd,  LLP
have  agreed  to a  reduction  in their  management  fees and to  reimburse  the
Portfolios  for which they act as  investment  adviser if such fees would  cause
"Total  Fund  Annual  Expenses"  to exceed the  amounts  set forth in the tables
above. The only Portfolio of Morgan Stanley Universal Funds that was operational
on December 31, 1996 is the Emerging  Markets  Portfolio,  with respect to which
Morgan Stanley Asset Management Inc. has agreed to a reduction in its management
fee and to reimburse  the  Portfolio if such fees would cause "Total Fund Annual
Expenses" to exceed 1.75% of average daily net assets.  Absent such  reductions,
it is  estimated  that  annualized  "Management  Fees" and  "Total  Fund  Annual
Expenses" for the Emerging  Markets Equity  Portfolio  would have been 1.25% and
6.17%,  respectively  for  the  period  October  1,  1996  (commencement  of the
Portfolio's  operations)  through  December 31, 1996.  "Other  Expenses" for the
MidCap Value Portfolio,  U.S. Real Estate  Portfolio,  Value Portfolio and Fixed
Income Portfolio are estimated.
    
   
13/ The Adviser has voluntarily agreed to waive or limit advisory fees or assume
Other  Expenses of the  Portfolios in order to limit total  expenses to not more
than:  1.20% of the average daily net assets of the PBHG Insurance  Series Fund,
Inc.-PBHG  Growth  II  Portfolio,  and PBHG  Insurance  Series  Fund,  Inc.-PBHG
Technology &  Communications  Portfolio  through December 31, 1997; and 1.10% of
the PBHG  Insurance  Series Fund,  Inc.-PBHG  Large Cap Growth  Portfolio.  Such
waiver of advisory fees is subject to a possible  reimbursement by the Portfolio
in future  years if such  reimbursement  can be  achieved  within the  foregoing
annual  expense  limits.  Absent  such fee  waiver/expense  reimbursements,  the
advisory  fees and estimated  Total  Operating  Expenses for the PBHG  Insurance
Series Fund, Inc.-PBHG Technology & Communications  Portfolio would be 0.85% and
1.44%; for the PBHG Insurance Series Fund,  Inc.-PBHG Large Cap Growth Portfolio
would be 0.75%  and  1.13%.  Given the  projected  asset  size of the  Growth II
Portfolio, it is not anticipated that a fee waiver or expense reimbursement will
be necessary with respect to that Portfolio.
    


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                                    Page 19
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INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------

EXAMPLES(14)
If the Owner  surrenders his or her Contract at the end of the  applicable  time
period, the following expenses will be charged on a $1,000 investment,  assuming
a 5% annual return on assets:



SUB-ACCOUNT                                                   1 YEAR   3 YEARS
- -------------------------------------------------------------------------------

Janus A.S. Aggressive Growth Portfolio                         $ 93     $125
Janus A.S. Worldwide Growth Portfolio                          $ 94     $127
Janus A.S. Balanced Portfolio                                  $ 95     $131
Janus A.S. Growth Portfolio                                    $ 93     $123
Janus A.S. International Growth Portfolio                      $ 98     $141
Dreyfus V.I.F. Capital Appreciation Portfolio                  $ 94     $128
Dreyfus V.I.F. Money Market Portfolio                          $ 92     $121
Dreyfus V.I.F. Growth and Income Portfolio                     $ 94     $128
Dreyfus V.I.F. Small Cap Portfolio                             $ 94     $126
The Dreyfus Socially Responsible Growth Fund, Inc.             $ 95     $132
Dreyfus Stock Index Fund                                       $ 89     $110
   
Strong Opportunity Fund II, Inc.                               $ 97     $138
    
Strong Variable Insurance Funds, Inc.-Strong Growth Fund II    $106     $164
INVESCO VIF-Industrial Income Fund                             $ 95     $129
INVESCO VIF-Total Return Fund                                  $ 95     $129
INVESCO VIF-High Yield Fund                                    $ 94     $127
Morgan Stanley Universal Funds Inc.-Mid-Cap Value Portfolio    $ 96     $135
Morgan Stanley Universal Funds Inc.-U.S. Real Estate           $ 97     $136
     Portfolio
Morgan Stanley Universal Funds Inc.-Value Portfolio            $ 94     $128
Morgan Stanley Universal Funds Inc.-Emerging Markets           $103     $157
     Equity Portfolio
Morgan Stanley Universal Funds Inc.-Fixed Income Portfolio     $ 93     $123
PBHG Insurance Series Fund, Inc.-PBHG Growth II Portfolio      $ 97     $138
PBHG Insurance Series Fund, Inc.-PBHG Large Cap Growth         $ 97     $136
     Portfolio
PBHG Insurance Series Fund, Inc.-PBHG Technology &             $ 98     $139
     Communications Portfolio


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

14/ The examples assume the reinvestment of all dividends and distributions,  no
transfers among  Sub-Accounts or between Accounts and a 5% annual rate of return
as mandated by Securities and Exchange Commission  regulations.  Annual Contract
Maintenance Fees are based on an estimated average Account Value for the current
fiscal year.


- --------------------------------------------------------------------------------
                                    Page 20
<PAGE>




INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------

If the Owner does not surrender his or her Contract, or if it is annuitized, the
following  expenses  would be charged on a $1,000  investment  at the end of the
applicable time period, assuming a 5% annual return on assets:


SUB-ACCOUNT                                               1 YEAR   3 YEARS


Janus A.S. Aggressive Growth Portfolio                      $ 23    $ 75
Janus Worldwide Growth Portfolio                            $ 24    $ 77
Janus A.S. Balanced Portfolio                               $ 25    $ 81
Janus A.S. Growth Portfolio                                 $ 23    $ 73
Janus A.S. International Growth Portfolio                   $ 28    $ 91
Dreyfus V.I.F. Capital Appreciation Portfolio               $ 24    $ 78
Dreyfus V.I.F. Money Market Portfolio                       $ 22    $ 71
Dreyfus V.I.F. Growth and Income Portfolio                  $ 24    $ 78
Dreyfus V.I.F. Small Cap Portfolio                          $ 24    $ 76
The Dreyfus Socially Responsible Growth Fund, Inc.          $ 25    $ 82
Dreyfus Stock Index Fund                                    $ 19    $ 60
   
Strong Opportunity Fund II, Inc.                            $ 27    $ 88
    
Strong Variable Insurance Funds, Inc.-Strong Growth         $ 36    $114
     Fund II
INVESCO VIF-Industrial Income Fund                          $ 25    $ 79
INVESCO VIF-Total Return Fund                               $ 25    $ 79
INVESCO VIF-High Yield Fund                                 $ 24    $ 77
Morgan Stanley Universal Funds Inc.-Mid-Cap Value           $ 26    $ 85
     Portfolio
Morgan Stanley Universal Funds Inc.-U.S. Real Estate        $ 27    $ 86
     Portfolio
Morgan Stanley Universal Funds Inc.-Value Portfolio         $ 24    $ 78
Morgan Stanley Universal Funds Inc.-Emerging Markets        $ 33    $107
     Equity Portfolio
Morgan Stanley Universal Funds Inc.-Fixed Income            $ 23    $ 73
     Portfolio
PBHG Insurance Series Fund, Inc.-PBHG Growth II             $ 27    $ 88
     Portfolio
PBHG Insurance Series Fund, Inc.-PBHG Large Cap Growth      $ 27    $ 86
     Portfolio
PBHG Insurance Series Fund, Inc.-PBHG Technology &          $ 28    $ 89
     Communications Portfolio


The  examples  should  not be  considered  a  representation  of past or  future
expenses or annual rates of return of any Fund. Actual expenses and annual rates
of  return  may be  more or less  than  those  assumed  for the  purpose  of the
examples.

The fee table and  examples  do not  include  charges  to the Owner for  premium
taxes.

                      FINANCIAL STATEMENTS FOR THE COMPANY

The financial  statements and report of independent  public  accountants for the
Company are contained in the Statement of  Additional  Information.  Because the
Contracts  registered by this  Prospectus had not yet been issued as of the date
of this  Prospectus,  no  financial  information  for the  Separate  Account  is
provided.


                                    THE FUNDS

The Separate  Account  currently  has  twenty-four  Funds that are available for
investment under the Contract.  Each Fund has separate investment objectives and
policies. As a result, each Fund operates as a separate investment portfolio and
the  investment  performance  of one  Fund  has  no  effect  on  the  investment
performance  of any other Fund.  There is no  assurance  that any of these Funds
will achieve their stated  objectives.  The Securities  and Exchange  Commission
does not supervise the management or the investment practices and/or policies of
any of the Funds.


- --------------------------------------------------------------------------------
                                    Page 21
<PAGE>



INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------

The Separate  Account  invests  exclusively  in shares of the Funds listed below
(followed  by a  brief  overview  of each  Fund's  investment  objective(s)  and
policies):

JANUS ASPEN SERIES:

      AGGRESSIVE  GROWTH  PORTFOLIO.  A  nondiversified   portfolio  that  seeks
      long-term  growth of capital by investing  primarily in common stocks with
      an emphasis on securities issued by medium-sized companies.

      WORLDWIDE GROWTH PORTFOLIO.  A diversified  portfolio that seeks long-term
      growth of capital by investing  primarily in common  stocks of foreign and
      domestic issuers.

      BALANCED PORTFOLIO. A diversified portfolio that seeks long-term growth of
      capital  balanced by current income.  The Fund normally  invests 40-60% of
      its assets in securities selected primarily for their growth potential and
      40-60% of its assets in  securities  selected  primarily  for their income
      potential.

      GROWTH PORTFOLIO.  A diversified  portfolio that seeks long-term growth of
      capital by  investing  primarily  in common  stocks,  with an  emphasis on
      companies with larger market capitalizations.

      INTERNATIONAL  GROWTH  PORTFOLIO.   A  diversified  portfolio  that  seeks
      long-term  growth of capital by investing  primarily  in common  stocks of
      foreign issuers.

      Janus  Corporation  serves  as the  investment  adviser  to each of  these
      Portfolios.

DREYFUS FUNDS:

      CAPITAL  APPRECIATION  PORTFOLIO  (Dreyfus Variable  Investment Fund). The
      Capital  Appreciation  Portfolio's  primary  investment  objective  is  to
      provide  long-term  capital growth  consistent  with the  preservation  of
      capital. Current income is a secondary goal. It seeks to achieve its goals
      by investing principally in common stocks of domestic and foreign issuers,
      common  stocks  with  warrants  attached  and debt  securities  of foreign
      governments.

      The Dreyfus Corporation serves as the investment adviser and Fayez Sarofim
      & Co. serves as the sub-investment adviser to this Portfolio.

      MONEY MARKET  PORTFOLIO  (Dreyfus  Variable  Investment  Fund).  The Money
      Market Portfolio's goal is to provide as high a level of current income as
      is consistent  with the  preservation  of capital and the  maintenance  of
      liquidity.  This Portfolio invests in short-term money market instruments.
      An  investment  in the Money  Market  Portfolio  is  neither  insured  nor
      guaranteed  by the U.S.  Government.  There can be no  assurance  that the
      Money Market  Portfolio  will be able to maintain a stable net asset value
      of $1.00 per share.

      GROWTH AND INCOME PORTFOLIO (Dreyfus Variable Investment Fund). The Growth
      and  Income  Portfolio's  goal is to  provide  long-term  capital  growth,
      current income and growth of income, consistent with reasonable investment
      risk.  This  Portfolio  invests  primarily  in  equity  securities,   debt
      securities and money market instruments of domestic and foreign issuers.

      SMALL CAP PORTFOLIO  (Dreyfus  Variable  Investment  Fund).  The Small Cap
      Portfolio's  goal is to  maximize  capital  appreciation.  This  Portfolio
      invests  primarily in common stocks of domestic and foreign issuers.  This
      Portfolio  will be  particularly  alert  to  companies  that  The  Dreyfus
      Corporation  considers to be emerging  smaller-sized  companies  which are
      believed to be  characterized by new or innovative  products,  services or
      processes which should enhance prospects for growth in future earnings.

- --------------------------------------------------------------------------------
                                    Page 22
<PAGE>



INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------

      The Dreyfus  Corporation serves as investment adviser to the Money Market,
      Growth and Income, and Small Cap Portfolios.

      THE DREYFUS  SOCIALLY  RESPONSIBLE  GROWTH FUND, INC. The Dreyfus Socially
      Responsible Growth Fund, Inc.'s primary goal is to provide capital growth.
      It seeks to achieve this goal by investing  principally  in common stocks,
      or securities  convertible  into common stock, of companies  which, in the
      opinion of the Fund's  management,  not only meet  traditional  investment
      standards,  but also show evidence  that they conduct their  business in a
      manner  that  contributes  to the  enhancement  of the  quality of life in
      America. Current income is a secondary goal.

      The Dreyfus  Corporation  serves as the investment adviser and NCM Capital
      Management Group, Inc. serves as the sub-investment adviser to this Fund.

      DREYFUS  STOCK INDEX  FUND.  The Dreyfus  Stock  Index  Fund's  investment
      objective is to provide  investment  results that  correspond to the price
      and yield  performance of publicly  traded common stocks in the aggregate,
      as represented  by the Standard & Poor's 500 Composite  Stock Price Index.
      The Stock Index Fund is neither  sponsored by nor affiliated with Standard
      & Poor's Corporation.

      The  Dreyfus  Corporation  acts as the  Fund  manager  and  Mellon  Equity
      Associates, an affiliate of Dreyfus, is the index manager.
   
STRONG OPPORTUNITY FUND II, INC.
    
   
      STRONG  OPPORTUNITY  FUND  II.  The  investment  objective  of the  Strong
      Opportunity  Fund II is to seek capital  growth.  It currently  emphasizes
      medium-sized    companies   that   the   Fund's   adviser   believes   are
      under-researched and attractively valued.
    

      Strong Capital  Management,  Inc. serves as the investment adviser to this
      Fund.

STRONG VARIABLE INSURANCE FUNDS, INC.

      STRONG GROWTH FUND II. The investment  objective of the Strong Growth Fund
      II is to seek capital growth.  It invests  primarily in equity  securities
      that the Fund's adviser believes have above-average growth prospects.


      Strong Capital  Management,  Inc. serves as the investment adviser to this
      Fund.

INVESCO VARIABLE INVESTMENT FUNDS, INC.:

      INDUSTRIAL INCOME FUND. The investment  objective of the Industrial Income
      Fund is to seek the best possible  current  income while  following  sound
      investment  practices.  Capital  growth  potential is an  additional,  but
      secondary, consideration in the selection of portfolio securities.

      TOTAL RETURN FUND. The investment objective of the Total Return Fund is to
      seek a high total return on investment  through capital  appreciation  and
      current income. The Total Return Fund seeks to accomplish its objective by
      investing in a  combination  of equity  securities  (consisting  of common
      stocks and, to a lesser degree,  securities convertible into common stock)
      and fixed income securities.

      HIGH YIELD FUND.  The  investment  objective  of the High Yield Fund is to
      seek a high level of current income by investing  substantially all of its
      assets in lower rated  bonds and other debt  securities  and in  preferred
      stock. The Fund pursues its investment  objective through  investment in a
      variety of long-term,  intermediate-term,  and short-term bonds. Potential
      capital  appreciation is a factor in the selection of investments,  but is
      secondary to the Fund's primary  objective.  For further discussion of the

- --------------------------------------------------------------------------------
                                    Page 23
<PAGE>



INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------

      risks  associated  with  investment  in lower rated bonds,  please see the
      attached INVESCO Variable Investment Funds, Inc. prospectus.

      INVESCO  Funds Group,  Inc.  serves as the  investment  adviser to each of
      these Funds.



MORGAN STANLEY UNIVERSAL FUNDS INC.:

      U.S.  REAL ESTATE  PORTFOLIO.  The  investment  objective of the U.S. Real
      Estate  Portfolio is  above-average  current income and long-term  capital
      appreciation  by  investing  primarily  in equity  securities  of U.S. and
      non-U.S.  companies  principally engaged in the U.S. real estate industry,
      including Real Estate Investment Trusts (REITs).

      Morgan Stanley Asset  Management Inc. serves as the investment  adviser to
      this Portfolio.

      VALUE  PORTFOLIO.  The investment  objective of the Value  Portfolio is to
      seek above-average total return over a market cycle of three to five years
      by investing  primarily in a  diversified  portfolio of common  stocks and
      other equity  securities  deemed by the adviser to be undervalued based on
      various measures such as price-earnings ratios and price/book ratios.

      Miller Anderson & Sherrerd,  LLP (an indirect  wholly owned  subsidiary of
      Morgan  Stanley  Group  Inc.)  serves as the  investment  adviser  to this
      Portfolio.

      EMERGING  MARKETS  EQUITY  PORTFOLIO.  The  investment  objective  of  the
      Emerging  Markets Equity  Portfolio is long-term  capital  appreciation by
      investing  primarily  in equity  securities  of  emerging  market  country
      issuers with a focus on those in which the adviser  believes the economies
      are  developing  strongly  and in which  the  markets  are  becoming  more
      sophisticated.

      Morgan Stanley Asset  Management Inc. serves as the investment  adviser to
      this Portfolio.

      FIXED  INCOME  PORTFOLIO.  The  investment  objective  of the Fixed Income
      Portfolio  is to seek  above-average  total  return over a market cycle of
      three to five years by investing  primarily in a diversified  portfolio of
      securities  issued  by the U.S.  Government  and its  Agencies,  Corporate
      Bonds,  Mortgage-Backed Securities,  Foreign Bonds, and other Fixed Income
      Securities.

      Miller Anderson & Sherrerd,  LLP (an indirect  wholly owned  subsidiary of
      Morgan  Stanley  Group  Inc.)  serves as the  investment  adviser  to this
      Portfolio.


      MID CAP VALUE PORTFOLIO.  The Mid Cap Value Portfolio seeks  above-average
      total  return over a market  cycle of three to five years by  investing in
      common  stocks  and  other  equity   securities  of  issuers  with  equity
      capitalizations  in the  range  of the  companies  represented  in the S&P
      MidCap 400 Index.  Such range is currently  $100 million to $8 billion but
      the range fluctuates over time with changes in the equity market.


      Miller Anderson & Sherrerd,  LLP (an indirect  wholly owned  subsidiary of
      Morgan  Stanley  Group  Inc.)  serves as the  investment  adviser  to this
      Portfolio.


PBHG INSURANCE SERIES FUND, INC.


      PBHG GROWTH II PORTFOLIO.  The investment  objective of the PBHG Insurance
      Series  Growth II Portfolio is to seek capital  appreciation  by investing
      primarily in common stocks and convertible  securities of small and medium
      sized growth companies (market  capitalization or annual revenues up to $4
      billion)  that are  considered  to have an  outlook  for  strong  earnings
      growth.


- --------------------------------------------------------------------------------
                                    Page 24
<PAGE>



INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------


      PBHG LARGE CAP GROWTH  PORTFOLIO.  The  investment  objective  of the PBHG
      Insurance Series Large Cap Growth Portfolio is to seek long-term growth of
      capital by investing  primarily in common  stocks of large  capitalization
      companies  (market  capitalization  in  excess  of $1  billion)  that  are
      considered  to have an outlook for strong growth in earnings and potential
      for capital appreciation.


      PBHG TECHNOLOGY & COMMUNICATIONS  PORTFOLIO.  The investment  objective of
      the PBHG Insurance Series Technology & Communications Portfolio is to seek
      long-term  growth of capital by investing  primarily  in common  stocks of
      companies which rely extensively on technology or  communications in their
      product  development or operations,  or which are expected to benefit from
      technological  advances  and  improvements,  and that may be  experiencing
      exceptional   growth  in  sales  and  earnings  driven  by  technology  or
      communications-related products and services.


      Pilgrim Baxter & Associates, Ltd. serves as the investment advisor to each
      of these Portfolios.


      THERE IS NO ASSURANCE  THAT ANY OF THESE FUNDS WILL  ACHIEVE  THEIR STATED
      OBJECTIVES.

      INVESTMENTS IN THESE FUNDS ARE NEITHER  INSURED NOR GUARANTEED BY THE U.S.
      GOVERNMENT OR ANY OTHER ENTITY OR PERSON.

      Since  each of the  Funds  is  available  to  separate  accounts  of other
      insurance  companies offering variable annuity and variable life products,
      and certain  Funds may be available to  qualified  pension and  retirement
      plans,  there is a possibility that a material  conflict may arise between
      the  interests  of the  Separate  Account  and one or more other  separate
      accounts  or plans  investing  in the  Fund.  In the  event of a  material
      conflict,  the  affected  insurance  companies  and  plans  will  take any
      necessary steps to resolve the matter,  including  stopping their separate
      accounts  from   investing  in  the   particular   Fund.  See  the  Funds'
      prospectuses for greater detail.

      Additional  information  concerning the investment objectives and policies
      of each Fund, the investment advisory services and administrative services
      of each  Fund  and  charges  of each  Fund  can be  found  in the  current
      prospectus  for  each  Fund  which   accompanies  this   Prospectus.   THE
      APPROPRIATE  FUNDS'  PROSPECTUSES  SHOULD  BE READ  CAREFULLY  BEFORE  ANY
      DECISION IS MADE  CONCERNING  THE  ALLOCATION OF PURCHASE  PAYMENTS TO, OR
      TRANSFERS AMONG, THE SUB-ACCOUNTS.

ADDITIONS, DELETIONS, OR SUBSTITUTIONS

      The Company  does not control the Funds and cannot  guarantee  that any of
      the  Sub-Accounts  or  any of the  Funds  will  always  be  available  for
      allocation  of Purchase  Payments or  transfers.  The Company  retains the
      right to make changes in the Separate Account and its investments.

      The Company reserves the right to eliminate the shares of any Fund held by
      a Sub-Account and to substitute shares of another  investment  company for
      the shares of any Fund, if the shares of that Fund are no longer available
      for  investment or if, in the Company's  judgment,  investment in any Fund
      would be inappropriate in view of the purposes of the Separate Account. To
      the extent  required by the  Investment  Company  Act of 1940,  as amended
      ("1940  Act"),   or  other   applicable  law,  a  substitution  of  shares
      attributable  to the Owner's  interest in a  Sub-Account  will not be made
      without prior notice to the Owner and the prior approval of the Securities
      and  Exchange  Commission.  Nothing  contained  herein  shall  prevent the
      Separate  Account from  purchasing  other  securities  for other series or
      classes of  variable  annuity  policies,  or from  effecting  an  exchange
      between  series or classes of  variable  policies on the basis of requests
      made by Owners.

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                                    Page 25
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INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
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      New  Sub-Accounts  may be established  when, in the sole discretion of the
      Company,  marketing,  tax, investment or other conditions so warrant.  Any
      new  Sub-Accounts  will be made available to existing Owners on a basis to
      be determined by the Company.  Each additional  Sub-Account  will purchase
      shares in a Fund or in another  mutual  fund or  investment  vehicle.  The
      Company  may  also  eliminate  one or more  Sub-Accounts,  if in its  sole
      discretion,  marketing, tax, investment or other conditions so warrant. In
      the event any  Sub-Account is  eliminated,  the Company will notify Owners
      and  request a  re-allocation  of the amounts  invested in the  eliminated
      Sub-Account.

      In the event of any  substitution  or change,  the  Company  may make such
      changes in the Contract as may be necessary or appropriate to reflect such
      substitution or change. Furthermore, if deemed to be in the best interests
      of persons having voting rights under the Contracts,  the Separate Account
      may be operated as a  management  company  under the 1940 Act or any other
      form  permitted  by law,  may be  de-registered  under the 1940 Act in the
      event such registration is no longer required, or may be combined with one
      or more separate accounts.


                             PERFORMANCE INFORMATION

      From time to time,  the Company may advertise  yields and/or total returns
      for the  Sub-Accounts.  THESE FIGURES ARE BASED ON HISTORICAL  INFORMATION
      AND ARE NOT INTENDED TO INDICATE FUTURE PERFORMANCE.  For a description of
      the methods used to determine yield and total return, see the Statement of
      Additional Information.

YIELD DATA

      The yield of the Money Market  Sub-Account refers to the annualized income
      generated by an investment in that Sub-Account over a specified  seven-day
      period.  The Company may also  advertise the effective  yield of the Money
      Market Sub-Account which is calculated similarly but, when annualized, the
      income  earned by an  investment  in that  Sub-Account  is  assumed  to be
      reinvested.  The  effective  yield will be slightly  higher than the yield
      because of the compounding effect of this assumed reinvestment.

      The yield of a Sub-Account other than the Money Market  Sub-Account refers
      to the  annualized  income  generated by an investment in the  Sub-Account
      over a specified 30-day period.  The yield calculations do not reflect the
      effect of any CDSC or premium taxes that may be applicable to a particular
      Contract which would reduce the yield of that Contract.

TOTAL RETURN DATA

      The  average  annual  total  return  of a  Sub-Account  refers  to  return
      quotations  assuming an investment  has been held in the  Sub-Account  for
      various periods of time  including,  but not limited to, a period measured
      from the date the Sub-Account commenced operations. When a Sub-Account has
      been in operation for one, five and ten years,  respectively,  the average
      annual  total  return  presented  will be  presented  for  these  periods,
      although  other  periods may also be provided.  The  standardized  average
      annual total return  quotations  reflect the  deduction of all  applicable
      charges except for premium taxes. In addition to the standardized  average
      annual total return for a Sub-Account,  the Company may provide cumulative
      total  return   and/or  other   non-standardized   total  return  for  the
      Sub-Account.  Total  return  data that does not reflect the CDSC and other
      charges will be higher than the total  return  realized by an investor who
      incurs the charges.

      Reports  and  promotional  literature  may  contain  the  ranking  of  any
      Sub-Account derived from rankings of variable annuity separate accounts or
      their investment  products tracked by Lipper  Analytical  Services,  Inc.,

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                                    Page 26
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INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
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      VARDS,  IBC/Donoghue's  Money Fund Report,  Financial  Planning  Magazine,
      Money Magazine,  Bank Rate Monitor,  Standard & Poor's Indices,  Dow Jones
      Industrial Average, and other rating services, companies, publications, or
      other persons who rank separate  accounts or other investment  products on
      overall  performance  or other  criteria.  The  Company  may  compare  the
      performance  of a Sub-Account  with  applicable  indices  and/or  industry
      averages.  Performance information may present the effects of tax-deferred
      compounding  on  Sub-Account  investment  returns,  or returns in general,
      which may be illustrated by graphs,  charts,  or otherwise,  and which may
      include  comparisons  of investment  return on a  tax-deferred  basis with
      currently taxable investment return.

      The Company may also advertise  performance  figures for the  Sub-Accounts
      based on the performance of a Fund prior to the time the Separate  Account
      commenced operations.


      ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED) AND THE SEPARATE
                                     ACCOUNT

ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED)

      Annuity  Investors Life  Insurance  Company(REGISTERED)  (the  "Company"),
      formerly  known  as  Carillon  Life  Insurance  Company,  is a stock  life
      insurance company. It was incorporated under the laws of the State of Ohio
      in 1981.  The  Company  is  principally  engaged  in the sale of fixed and
      variable annuity policies.

      The Company is a wholly  owned  subsidiary  of Great  American(REGISTERED)
      Life  Insurance  Company  which is a wholly owned  subsidiary  of American
      Annuity  Group(SERVICEMARK),  Inc., a publicly  traded  insurance  holding
      company.  That  company  is in  turn  indirectly  controlled  by  American
      Financial Group, Inc., a publicly traded holding company.

      The home  office of the  Company  is  located  at 250 East  Fifth  Street,
      Cincinnati, Ohio 45202.

PUBLISHED RATINGS

      The  Company  may  from  time to time  publish  in  advertisements,  sales
      literature  and  reports  to Owners,  the  ratings  and other  information
      assigned to it by one or more  independent  rating  organizations  such as
      A.M. Best Company,  Standard & Poor's,  and Duff & Phelps.  The purpose of
      the  ratings is to reflect the  financial  strength  and/or  claims-paying
      ability of the Company and should not be  considered  as reflecting on the
      investment  performance of assets held in the Separate Account.  Each year
      the A.M.  Best  Company  reviews  the  financial  status of  thousands  of
      insurers,  culminating in the assignment of Best's Ratings.  These ratings
      reflect  their  current  opinion of the  relative  financial  strength and
      operating  performance of an insurance  company in comparison to the norms
      of the life/health  insurance  industry.  In addition,  the  claims-paying
      ability of the  Company as  measured by Standard & Poor's or Duff & Phelps
      may be referred to in  advertisements or sales literature or in reports to
      Owners.  These  ratings are opinions of those  agencies as to an operating
      insurance  company's  financial  capacity to meet the  obligations  of its
      insurance  and  annuity  policies in  accordance  with their  terms.  Such
      ratings do not reflect the investment  performance of the Separate Account
      or the  degree  of risk  associated  with an  investment  in the  Separate
      Account.

THE SEPARATE ACCOUNT

      Annuity  Investors(REGISTERED)  Variable  Account B was established by the
      Company as an insurance  company  separate  account  under the laws of the
      State  of Ohio on  December  19,  1996,  pursuant  to  resolutions  of the
      Company's Board of Directors.  The Separate Account is registered with the
      Securities and Exchange Commission under the 1940 Act as a unit investment
      trust.  However, the Securities and Exchange Commission does not supervise
      the  management  or the  investment  practices or policies of the Separate
      Account.


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                                    Page 27
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INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
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      The assets of the  Separate  Account are owned by the Company but they are
      held  separately  from the other assets of the  Company.  The Ohio Revised
      Code  provides  that the assets of a separate  account are not  chargeable
      with liabilities  incurred in any other business operation of the Company.
      Income,  gains and losses incurred on the assets in the Separate  Account,
      whether or not realized,  are credited to or charged  against the Separate
      Account,  without regard to other income,  gains or losses of the Company.
      Therefore,  the investment performance of the Separate Account is entirely
      independent of the investment performance of the Company's general account
      assets or any other separate account maintained by the Company.

      Under Ohio law,  the assets of the  Separate  Account will be held for the
      exclusive benefit of Owners of, and the persons entitled to payment under,
      the Contracts  offered by this  Prospectus  and under all other  contracts
      which provide for accumulated  values or dollar amount payments to reflect
      investment results of the Separate Account.  The obligations arising under
      the Contracts are obligations of the Company.

      The Separate Account is divided into  Sub-Accounts,  each of which invests
      solely in a  specific  corresponding  Fund.  (See "THE  FUNDS,"  page 21.)
      Changes to the  Sub-Accounts may be made at the discretion of the Company.
      (See "Additions, Deletions, or Substitutions," page 25.)


                                THE FIXED ACCOUNT

      The Fixed Account is a part of the Company's  general account.  Because of
      exemptive and  exclusionary  provisions,  interests in the general account
      have not been  registered  under the  Securities  Act of 1933,  nor is the
      general  account  registered as an investment  company under the 1940 Act.
      Accordingly,  neither the  general  account  nor any  interest  therein is
      generally  subject to the  provisions of these Acts,  and the staff of the
      Securities  and  Exchange   Commission  does  not  generally   review  the
      disclosures in the prospectus  relating to the Fixed Account.  Disclosures
      regarding  the Fixed  Account and the general  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 the Prospectus.

      The Company has sole discretion to invest the assets of the Fixed Account,
      subject to applicable  law. The Company  delegates  the  investment of the
      assets of the Fixed  Account to  American  Money  Management  Corporation.
      Allocation of any amounts to the Fixed Account does not entitle  Owners to
      share directly in the investment  experience of these assets.  The Company
      assumes the risk of investment  gain or loss on the portion of the Account
      Value  allocated  to the Fixed  Account.  All assets  held in the  general
      account are subject to the  Company's  general  liabilities  from business
      operations.

FIXED ACCOUNT OPTIONS

      There are  currently  five  options  under the  Fixed  Account:  the Fixed
      Accumulation  Account Option; and the guarantee period options referred to
      in the  Contract  as  the  Fixed  Account  options  One-Year,  Three-Year,
      Five-Year, and Seven-Year Guarantee Period, respectively.  Different Fixed
      Account  options  may be  offered  by the  Company  at any time.  Purchase
      Payments  allocated and amounts  transferred to the Fixed Account  options
      accumulate  interest at the applicable  current  interest rate declared by
      the Company's Board of Directors,  and if applicable,  for the duration of
      the guarantee period selected.

      The Company  guarantees a minimum  rate of interest for the Fixed  Account
      options. The guaranteed rate is 3% per year, compounded annually.


RENEWAL OF FIXED ACCOUNT OPTIONS

      The following  provisions  apply to all Fixed Account  options  except the
      Fixed Accumulation Account Option.


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                                    Page 28
<PAGE>




INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
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      At the end of a  guarantee  period,  and for the thirty  days  immediately
      preceding  the end of such  guarantee  period,  the  Owner may elect a new
      option to replace  the Fixed  Account  option that is then  expiring.  The
      entire  amount  maturing  may be  reallocated  to any of the  then-current
      options under the Contract (including the various  Sub-Accounts within the
      Separate  Account),  except that a Fixed  Account  option with a guarantee
      period that would  extend past the  Annuity  Commencement  Date may not be
      selected. In particular, in the case of renewals occurring within one year
      of such Commencement  Date, the only Fixed Account option available is the
      Fixed Accumulation Account Option.

      If the Owner does not  specify a new Fixed  Account  option in  accordance
      with the preceding paragraph, the Owner will be deemed to have elected the
      same Fixed Account option as is expiring,  so long as the guarantee period
      of such option does not extend  beyond the Annuity  Commencement  Date. In
      the event that such a period would extend beyond the Annuity  Commencement
      Date,  the Owner will be deemed to have selected the Fixed Account  option
      with the longest  available  guarantee  period that  expires  prior to the
      Annuity  Commencement  Date,  or,  failing  that,  the Fixed  Accumulation
      Account Option.


                                  THE CONTRACT

      The Contracts  described  herein are individual and group flexible premium
      deferred annuities. The rights and benefits are described below and in the
      Contract.  References to "Contract"  throughout this Prospectus shall also
      mean  Certificates  issued under group Contracts,  except where noted. The
      Company  reserves  the  right  to make any  modification  to  conform  the
      Contracts  to, or give the Owner the benefit of, any  applicable  law. The
      obligations under the Contracts are obligations of the Company.


      The Company is subject to the insurance  laws and  regulations  of all the
      jurisdictions where it is licensed to operate. The availability of certain
      Contract rights and provisions depends on state approval and/or filing and
      review  processes  in each such  jurisdiction.  Where  required  by law or
      regulation, the Contracts will be modified accordingly.


      Fixed Account Values,  Variable Account Values,  benefits and charges will
      be calculated  separately  for each Contract.  The various  administrative
      rules  described  below will apply  separately  to each  Contract,  unless
      otherwise  noted. The Company reserves the right to terminate any Contract
      at any time the  Surrender  Value is less than $500.  A surrender  will be
      deemed to have been made and the Company will pay the Owner the  Surrender
      Value.  A group Contract may be terminated on 60 days advance  notice,  in
      which case  Participants will be entitled to continue their interests on a
      deferred,  paid-up basis,  subject to the Company's  right to terminate as
      described above.

RIGHT TO CANCEL  (INDIVIDUAL  CONTRACTS ONLY UNLESS OTHERWISE  REQUIRED BY STATE
LAW)

      The Owner may cancel the Contract by giving the Company  written notice of
      cancellation  and returning the Contract  before midnight of the twentieth
      day (or  longer if  required  by state law)  following  the date the Owner
      receives the Contract.  The Contract must be returned to the Company,  and
      the required  notice must be given in person,  or to the agent who sold it
      to the Owner,  or by mail.  If by mail,  the return of the Contract or the
      notice is effective on the date it is postmarked,  with the proper address
      and with  postage  paid.  If the Owner  cancels the  Contract as set forth
      above,  the Contract will be void and the Company will refund the Purchase
      Payment(s) plus or minus any investment gains or losses under the Contract
      as of the end of the Valuation  Period during which the returned  Contract
      is  received  by the  Company,  or as  otherwise  required  by law.  Where
      required  by state or  federal  law,  the Right to Cancel  provision  of a
      Contract  will provide that the Company  will refund  Purchase  Payment(s)
      during the minimum  refund period  required.  Where required by state law,
      the right to cancel  provision  of a Contract  may provide for refund of a
      different  amount or a right to cancel for a  different  time  period than
      described above.


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                                    Page 29
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INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------

                                PURCHASE PAYMENTS

PURCHASE PAYMENTS

      The minimum initial  Purchase  Payment for Qualified  Contracts  purchased
      under a periodic  payment program is $50; for other  Qualified  Contracts,
      $2,000;  for  Non-Qualified  Contracts  purchased under a periodic payment
      program,  $100; and for other Non-Qualified  Contracts,  $5,000. Under any
      Contract,  the Company requires each subsequent  Purchase Payment to be at
      least $50.  Purchase  Payments and tax-free  transfers or rollovers may be
      sent to the  Company at its  Administrative  Office at any time before the
      Annuity  Commencement  Date so long as the  Contract  has not  been  fully
      surrendered and the Owner is still living.

      Each Purchase  Payment will be applied by the Company to the credit of the
      Owner's  Account.  If the application  form is in good order,  the Company
      will apply the initial Purchase Payment to an account for the Owner within
      two business days of receipt of the Purchase Payment at the Administrative
      Office.  If the  application  form is not in good order,  the Company will
      attempt to get the  application  form in good order  within five  business
      days.  If the  application  form is not in good  order  at the end of this
      period,  the Company will inform the Owner of the reason for the delay and
      that the Purchase  Payment will be returned  immediately  unless he or she
      specifically  consents to the Company  keeping the Purchase  Payment until
      the application  form is in good order.  Once the  application  form is in
      good order,  the Purchase  Payment will be applied to the Owner's  Account
      within two business days.

      Each additional  Purchase Payment is credited to a Contract as of the next
      Valuation Date following the receipt of such additional Purchase Payment.

      No Purchase  Payment for any Contract may exceed  $500,000  without  prior
      approval of the Company.

ALLOCATION OF PURCHASE PAYMENTS

      The Company will allocate  Purchase  Payments to the Fixed Account options
      and/or to the Sub-Accounts  according to instructions  received by Written
      Request.  Allocations  must be  made in  whole  percentages.  The  minimum
      Purchase  Payment  amount that can be allocated to a Fixed Account  option
      other than the Fixed Accumulation Account is $2,000.


                                  ACCOUNT VALUE

      The Account Value is equal to the aggregate value of the Owner's  interest
      in the  Sub-Account(s)  and the Fixed Account options as of the end of any
      Valuation Period. The value of the Owner's interest in all Sub-Accounts is
      the "Variable Account Value," and the value of the Owner's interest in all
      Fixed Account options is the "Fixed Account Value."

FIXED ACCOUNT VALUE

      The Fixed  Account Value for the Contract at any time is equal to: (a) the
      Purchase  Payment(s)  allocated  to the Fixed  Account;  plus (b)  amounts
      transferred to the Fixed Account;  plus (c) interest credited to the Fixed
      Account; less (d) any charges, surrenders, deductions, amounts transferred
      from the Fixed Account or other  adjustments  made in accordance  with the
      provisions of the Contract.

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                                    Page 30
<PAGE>




INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------

VARIABLE ACCOUNT VALUE

      Purchase  Payments  may be  allocated  among,  and  Account  values may be
      transferred  to, the various  Sub-Accounts  within the  Separate  Account,
      subject to the provisions of the Contract  governing  transfers.  For each
      Sub-Account,  the Purchase Payment(s) or amounts transferred are converted
      into  Accumulation  Units.  The number of  Accumulation  Units credited is
      determined by dividing the dollar amount  directed to each  Sub-Account by
      the value of the Accumulation  Unit for that Sub-Account at the end of the
      Valuation Period on which the Purchase Payment(s) or transferred amount is
      received.

      The following  events will result in the  cancellation  of an  appropriate
      number of Accumulation Units of a Sub-Account:

            (1)  transfer from a Sub-Account;

            (2)  full or partial surrender of the Variable Account Value;

            (3)  payment of a Death Benefit;

            (4)  application  of the  Variable  Account  Value  to a  Settlement
                 Option;

            (5)  deduction of the Contract Maintenance Fee; or

            (6)  deduction of any Transfer Fee.

      Accumulation  Units will be canceled as of the end of the Valuation Period
      during which the Company  receives a Written  Request  regarding the event
      giving rise to such cancellation,  or an applicable  Commencement Date, or
      the end of the Valuation  Period on which the Contract  Maintenance Fee or
      Transfer Fee is due, as the case may be.

      The Variable  Account Value for a Contract at any time is equal to the sum
      of the number of Accumulation  Units for each Sub-Account  attributable to
      that Contract  multiplied by the  Accumulation  Unit value  ("Accumulation
      Unit Value") for each  Sub-Account  at the end of the preceding  Valuation
      Period.

ACCUMULATION UNIT VALUE

      The  initial  Accumulation  Unit  Value  for  each  Sub-Account,  with the
      exception  of the Money  Market  Sub-Account,  was set at $10. The initial
      Accumulation Unit Value for the Money Market Sub-Account was set at $1.00.
      Thereafter,  the  Accumulation  Unit  Value  at the end of each  Valuation
      Period is the Accumulation Unit Value at the end of the previous Valuation
      Period multiplied by the Net Investment Factor, as described below.

NET INVESTMENT FACTOR

      The Net  Investment  Factor is a factor  applied to measure the investment
      performance of a Sub-Account  from one Valuation  Period to the next. Each
      Sub-Account  has a Net Investment  Factor for each Valuation  Period which
      may be greater or less than one.  Therefore,  the value of an Accumulation
      Unit for each  Sub-Account  may increase or decrease.  The Net  Investment
      Factor for any  Sub-Account  for any  Valuation  Period is  determined  by
      dividing (1) by (2) and subtracting (3) from the result, where:

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                                    Page 31
<PAGE>




INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------

            (1)  is equal to:

                 (a)   the Net  Asset  Value  per  share of the Fund held in the
                       Sub-Account,  determined  at the  end  of the  applicable
                       Valuation Period; plus

                 (b)   the per share  amount of any dividend or net capital gain
                       distributions  made by the Fund held in the  Sub-Account,
                       if the  "ex-dividend"  date occurs during the  applicable
                       Valuation Period; plus or minus

                 (c)   a per share charge or credit for any taxes  reserved for,
                       which is  determined by the Company to have resulted from
                       the investment operations of the Sub-Account;

            (2)  is the Net  Asset  Value  per  share  of the  Fund  held in the
                 Sub-Account, determined at the end of the immediately preceding
                 Valuation Period; and

            (3)  is the factor  representing  the  Mortality  and  Expense  Risk
                 Charge  and  the   Administration   Charge  deducted  from  the
                 Sub-Account for the number of days in the applicable  Valuation
                 Period.


                                    TRANSFERS

      Prior to the applicable  Commencement Date, the Owner may transfer amounts
      in a  Sub-Account  to a  different  Sub-Account  and/or one or more of the
      Fixed Account options. After the first Contract Anniversary,  and prior to
      the applicable  Commencement Date, the Owner may transfer amounts from any
      Fixed Account option and/or one or more of the Sub-Accounts. If a transfer
      is being  made  from a Fixed  Account  option  pursuant  to the  "Renewal"
      provision of the  Contract,  then the entire  amount of that Fixed Account
      option  subject to renewal at that time may be  transferred.  In any other
      case,  transfers  from a Fixed Account  option are subject to a cumulative
      limit  during  each  Contract  Year of twenty  percent  (20%) of the Fixed
      Account option's value as of the most recent Contract Anniversary. Amounts
      previously  transferred from Fixed Account options to the Sub-Accounts may
      not be transferred  back to the Fixed Account  options for a period of six
      (6) months from the date of transfer.  The minimum transfer amount for any
      transfer is $500.

      The Company  currently  charges a Transfer Fee of $25 for each transfer in
      excess of twelve during the same Contract Year.

TELEPHONE TRANSFERS

      An Owner may place a request  for all or part of the  Account  Value to be
      transferred  by telephone.  All transfers  must be in accordance  with the
      terms of the Contract.  Transfer  instructions  are currently  accepted on
      each Valuation Date between 9:30 a.m. and 4:00 p.m.  Eastern Time at (800)
      789-6771. Once instructions have been accepted, they may not be rescinded;
      however, new telephone instructions may be given the following day.

      The Company will not be liable for complying with  telephone  instructions
      which the Company  reasonably  believes  to be  genuine,  or for any loss,
      damage,  cost or expense  in acting on such  telephone  instructions.  The
      Owner or person controlling  payments will bear the risk of such loss. The
      Company will employ  reasonable  procedures  to determine  that  telephone
      instructions are genuine.  If the Company does not employ such procedures,
      the Company  may be liable for losses due to  unauthorized  or  fraudulent
      instructions.  These procedures may include,  among others, tape recording
      telephone instructions.

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                                    Page 32
<PAGE>




INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------

DOLLAR COST AVERAGING

      Prior  to the  applicable  Commencement  Date,  the  Owner  may  establish
      automatic  transfers  from  the  Money  Market  Sub-Account  to any  other
      Sub-Account(s),   or  from  the   Fixed   Accumulation   Account   to  any
      Sub-Account(s),  on a monthly or quarterly  basis,  by  submitting  to the
      Administrative  Office a Dollar  Cost  Averaging  Authorization  Form.  No
      Dollar Cost  Averaging  transfers  may be made to any of the Fixed Account
      options.  The Dollar Cost Averaging  transfers will take place on the last
      Valuation  Date of each  calendar  month or  quarter as  requested  by the
      Owner.

      In order to be eligible for Dollar Cost Averaging, the value of the source
      of funds (the Money Market Sub-Account or the Fixed Accumulation  Account)
      must be at least  $10,000,  and the minimum amount that may be transferred
      is $500.

      Dollar Cost  Averaging  will  automatically  terminate  if any Dollar Cost
      Averaging  transfer  would cause the account  balance of the source of the
      funds (the Money Market Sub-Account or the Fixed Accumulation  Account) to
      fall below $500. At that time,  the Company will then transfer the account
      balance of the source of the funds to the designated Sub-Account(s) in the
      same  percentage  distribution  as directed  in the Dollar Cost  Averaging
      Authorization Form.

      Dollar Cost Averaging transfers will not count toward the twelve transfers
      permitted under the Contract without a Transfer Fee charge.

      Before electing Dollar Cost Averaging,  an Owner should consider the risks
      involved in switching  between  investments  available under the Contract.
      Dollar  Cost  Averaging   requires  regular   investments   regardless  of
      fluctuating price levels and does not guarantee profits nor prevent losses
      in a declining  market.  An Owner  should  consider  his or her  financial
      ability to continue  Dollar Cost Averaging  transfers  through  periods of
      changing price levels.

      The Owner may terminate  Dollar Cost  Averaging  services at any time, but
      must give the  Company  at least 30 days  notice to change  any  automatic
      transfer instructions that are currently in place.  Termination and change
      instructions  will be accepted by telephone at (800) 789-6771.  Currently,
      the Company does not charge a fee for Dollar Cost Averaging services.

PORTFOLIO REBALANCING

      In  connection   with  the   allocation   of  Purchase   Payments  to  the
      Sub-Accounts,  and/or the Fixed Accumulation  Account, the Owner may elect
      to have the Company perform Portfolio Rebalancing  services.  The election
      of Portfolio Rebalancing  instructs the Company to automatically  transfer
      amounts between the  Sub-Accounts  and the Fixed  Accumulation  Account to
      maintain the percentage allocations selected by the Owner.

      Prior to the applicable  Commencement  Date, the Owner may elect Portfolio
      Rebalancing,  by  submitting  to the  Administrative  Office  a  Portfolio
      Rebalancing  Authorization Form. In order to be eligible for the Portfolio
      Rebalancing  program,  the  Owner  must have a  minimum  Account  Value of
      $10,000.  Portfolio  Rebalancing  transfers  will  take  place on the last
      Valuation Date of each calendar quarter.

      Portfolio Rebalancing transfers will not count toward the twelve transfers
      permitted under the Contract without a Transfer Fee charge.

      The Owner may terminate  Portfolio  Rebalancing  services at any time, but
      must give the  Company  at least 30 days  notice to change  any  automatic

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INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
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      transfer  instructions  that are already in place.  Termination and change
      instructions  will be accepted by telephone at (800) 789-6771.  Currently,
      the Company does not charge a fee for Portfolio Rebalancing services.

INTEREST SWEEP

      Prior to the applicable  Commencement  Date, the Owner may elect automatic
      transfers   of  the  income  from  each  Fixed   Account   option  to  the
      Sub-Account(s),  by  submitting to the  Administrative  Office an Interest
      Sweep  Authorization Form. Interest Sweep transfers will take place on the
      last Valuation Date of each calendar quarter.

      In order to be eligible for the Interest Sweep program,  the value of each
      Fixed Account option selected must be at least $5,000.  The maximum amount
      that may be transferred  from each Fixed Account option selected is 20% of
      such Fixed Account option's value per year. Any amounts  transferred under
      the Interest Sweep program reduce the 20% maximum otherwise allowed.

      Interest  Sweep  transfers  will not count  toward  the  twelve  transfers
      permitted under the Contract without a Transfer Fee charge.

      The Owner may terminate the Interest Sweep program,  at any time, but must
      give the Company at least 30 days notice to change any automatic  transfer
      instructions   that  are   already  in  place.   Termination   and  change
      instructions  will be accepted by telephone at (800) 789-6771.  Currently,
      the Company does not charge a fee for Interest Sweep services.

PRINCIPAL GUARANTEE OPTION


      The Owner may elect to have the  Company  allocate a portion of a Purchase
      Payment to the Fixed Account Seven-Year Guarantee Period such that, at the
      end of the  Seven-Year  Guarantee  Period,  that  account  will grow to an
      amount equal to the total  Purchase  Payment.  The Company  determines the
      portion  of the  Purchase  Payment  which must be  allocated  to the Fixed
      Account Seven-Year  Guarantee Period such that, based on the interest rate
      then in effect,  the Seven-Year  Guarantee  account will grow to equal the
      full amount of the Purchase  Payment  after seven years.  The remainder of
      the  Purchase   Payment  will  be  allocated   according  to  the  Owner's
      instructions.  The minimum  Purchase  Payment  eligible for the  Principal
      Guarantee program is $5,000.

CHANGES BY THE COMPANY

      The Company  reserves the right,  in the Company's sole  discretion and at
      any time,  to  terminate,  suspend or modify any aspect of the  privileges
      described above without prior notice to Owners, as permitted by applicable
      law.  The Company  may also  impose an annual fee or increase  the current
      annual fee, as applicable,  for any of the foregoing services in amount(s)
      as the Company may then  determine to be reasonable for  participation  in
      the service.


                                   SURRENDERS

SURRENDER VALUE

      The Owner may  surrender a Contract in full for the  Surrender  Value,  or
      partial  surrenders may be made for a lesser amount, by Written Request at
      any time prior to the Annuity Commencement Date. The amount of any partial
      surrender  must be at least $500. A partial  surrender  cannot  reduce the

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INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
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      Surrender  Value  to less  than  $500.  Surrenders  will be  deemed  to be
      withdrawn  first from the  portion of the  Account  Value that  represents
      accumulated earnings and then from Purchase Payments.  For purposes of the
      Contract,  Purchase  Payments  are deemed to be  withdrawn on a "first-in,
      first-out" basis.

      The amount  available for surrender will be the Surrender Value at the end
      of the Valuation Period in which the Written Request is received.

      The Surrender Value at any time is an amount equal to:

            (1)  the  Account  Value as of the end of the  applicable  Valuation
                 Period; less
            (2)  any applicable CDSC; less
            (3)  any outstanding loans; and less
            (4)  any  applicable  premium  tax or  other  taxes  not  previously
                 deducted.

      On full surrender,  a full Contract  Maintenance Fee will also be deducted
      as  part  of  the  calculation  of  the  Surrender   Value.  The  Contract
      Maintenance Fee will be deducted before the application of any CDSC.

      A full or partial  surrender may be subject to a CDSC as set forth in this
      prospectus. (See "Contingent Deferred Sales Charge ("CDSC")," page 38.)

      Surrenders will result in the cancellation of Accumulation Units from each
      applicable  Sub-Account(s)  and/or a reduction of the Fixed Account Value.
      In the case of a full surrender, the Contract will be terminated.

      Surrenders may be subject to a 10% premature  distribution  penalty tax if
      made before the Owner  reaches  age 59 1/2,  and may further be subject to
      federal,  state  or  local  income  tax,  as well as  significant  tax law
      restrictions  in the  case  of  Qualified  Contracts.  (See  "FEDERAL  TAX
      MATTERS," page 48.)

SUSPENSION OR DELAY IN PAYMENT OF SURRENDER VALUE

      The  Company  has the right to  suspend  or delay the date of payment of a
      partial or full surrender of the Variable Account Value for any period:

            (1)  when the New York Stock Exchange  ("NYSE") is closed or trading
                 on the NYSE is restricted;

            (2)  when an emergency  exists (as  determined by the Securities and
                 Exchange  Commission)  as a result of which (a) the disposal of
                 securities   in  the   Separate   Account  is  not   reasonably
                 practicable  or  (b)  it  is  not  reasonably   practicable  to
                 determine  fairly the value of the net  assets in the  Separate
                 Account; or

            (3)  when the Securities and Exchange  Commission so permits for the
                 protection of security holders.

      The Company further  reserves the right to delay payment of any partial or
      full  surrender of the Fixed  Account Value for up to six months after the
      receipt of a Written Request.

      A surrender  request  will be  effective  when all  appropriate  surrender
      request  forms  are  received.  Payments  of any  amounts  derived  from a
      Purchase Payment paid by check may be delayed until the check has cleared.

      SINCE THE OWNER ASSUMES THE INVESTMENT RISK AND BECAUSE CERTAIN SURRENDERS
      ARE  SUBJECT  TO A CDSC,  THE  TOTAL  AMOUNT  PAID UPON  SURRENDER  OF THE
      CONTRACT  (TAKING INTO ACCOUNT ANY PRIOR  SURRENDERS)  MAY BE MORE OR LESS
      THAN THE TOTAL PURCHASE PAYMENTS.


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INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
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      When Contracts  offered by this  Prospectus are issued in connection  with
      retirement  plans which meet the requirements of Sections 401, 403, 408 or
      457 of the Code, as applicable,  reference  should be made to the terms of
      the particular  plans for any additional  limitations or  restrictions  on
      surrenders.

FREE WITHDRAWAL PRIVILEGE

      Subject to the  provisions  of the  Contract,  the Company  will waive the
      CDSC, to the extent applicable, on full or partial surrenders as follows:

            (1)  during the first  Contract Year, on an amount equal to not more
                 than 10% of all Purchase Payments received; and
            (2)  during the second and succeeding  Contract  Years, on an amount
                 equal to not more than the greater of: (a) Accumulated Earnings
                 (Account Value in excess of Purchase  Payments);  or (b) 10% of
                 the Account Value as of the last Contract Anniversary.

      If the Free Withdrawal  Privilege is not exercised during a Contract Year,
      it does not carry  over to the next  Contract  Year.  The Free  Withdrawal
      Privilege may not be available under some group Contracts.

SYSTEMATIC WITHDRAWAL

      Prior to the applicable  Commencement  Date, the Owner, by Written Request
      to the Administrative  Office,  may elect to automatically  withdraw money
      from the Fixed  Account  and/or the  Sub-Accounts.  To be eligible for the
      Systematic  Withdrawal program, the Account Value must be at least $10,000
      at the time of election.  The minimum monthly amount that can be withdrawn
      is $100. Systematic  withdrawals will be subject to the CDSC to the extent
      the amount withdrawn  exceeds the Free Withdrawal  Privilege (See "CHARGES
      AND DEDUCTIONS,"  page 38.) The Owner may begin or discontinue  systematic
      withdrawals at any time by Written Request to the Company, but at least 30
      days notice must be given to change any systematic withdrawal instructions
      that are currently in place. The Company reserves the right to discontinue
      offering systematic  withdrawals at any time. Currently,  the Company does
      not charge a fee for Systematic Withdrawal services.  However, the Company
      reserves  the right to impose an annual fee in such  amount as the Company
      may then  determine to be reasonable for  participation  in the Systematic
      Withdrawal program.


      Systematic  withdrawals may have tax consequences or may be limited by tax
      law restrictions. (See "FEDERAL TAX MATTERS," page 48.)


                                 CONTRACT LOANS

      If permitted  under the Contract,  an Owner may obtain a loan using his or
      her interest under such Contract as the only security for the loan.  Loans
      are subject to provisions  of the Code. A tax adviser  should be consulted
      prior to exercising loan privileges.  Loan provisions are described in the
      loan endorsement to the Contract.

      The  amount  of any loan  will be  deducted  from any  Death  Benefit.  In
      addition,  a loan, whether or not repaid,  will have a permanent effect on
      the Account Value because the investment results of the investment options
      will only apply to the unborrowed portion of the Account Value. The longer
      the loan is  outstanding,  the  greater  the  effect is likely to be.  The
      effect could be favorable or  unfavorable.  If the investment  results are
      greater  than the rate being  credited on amounts held in the loan account
      while the loan is  outstanding,  the  Account  Value will not  increase as
      rapidly as it would if no loan were outstanding. If investment results are
      below that rate,  the Account Value will be higher than it would have been
      if no loan had been outstanding.

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INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
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                                  DEATH BENEFIT

WHEN A DEATH BENEFIT WILL BE PAID

      A Death Benefit will be paid under the Contract if:

            (1)  the Owner or the joint owner,  if any,  dies before the Annuity
                 Commencement Date and before the Contract is fully surrendered;

            (2)  the Death Benefit Valuation Date has occurred; and

            (3)  a spouse does not become the Successor Owner.

      If a Death Benefit becomes payable:

            (1)  it will be in lieu of all other  benefits  under the  Contract;
                 and

            (2)  all other rights under the Contract will be  terminated  except
                 for rights related to the Death Benefit.

      Only one Death Benefit will be paid under the Contract.

DEATH BENEFIT VALUES

      If  the  Owner  dies  before  attaining  Age  80 and  before  the  Annuity
      Commencement  Date,  the Death  Benefit is an amount equal to the greatest
      of:

            (1)  the Account Value on the Death Benefit Valuation Date;


            (2)  the total Purchase  Payment(s),  with interest at three percent
                 (3%) per year, compounded annually, less any partial surrenders
                 and any CDSC that applied to those amounts; or


            (3)  the largest Account Value on any Contract Anniversary after the
                 fourth  Contract  Anniversary  and prior to the  Death  Benefit
                 Valuation Date,  less any partial  surrenders and any CDSC that
                 applied to those amounts.

      If  the  Owner  dies  after  attaining  Age  80  and  before  the  Annuity
      Commencement  Date,  the Death  Benefit is an amount equal to the greatest
      of:

            (1)  the Account Value on the Death Benefit Valuation Date;


            (2)  the total  Purchase  Payment(s),  with interest at 3% per year,
                 compounded annually,  through the Contract Anniversary prior to
                 the Owner's 80th birthday, less any partial surrenders, and any
                 CDSC that applied to those amounts; or


            (3)  the largest Account Value on any Contract Anniversary after the
                 fourth Contract  Anniversary and prior to the date on which the
                 Owner attained Age 80, less any partial surrenders and any CDSC
                 that applied to those amounts.

      In any event,  if the  Contract is issued after any Owner has attained Age
      80, and any Owner dies before the Annuity Commencement Date, the amount of
      the Death Benefit will be the greater of:

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INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
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            (1)  the Account Value on the Death Benefit Valuation Date; or


            (2)  the total Purchase Payment(s),  less any partial surrenders and
                 any CDSC that applied to those amounts.


      Any applicable premium tax or other taxes not previously deducted, and any
      outstanding  loans,  will  be  deducted  from  the  Death  Benefit  amount
      described above.

DEATH BENEFIT COMMENCEMENT DATE

      The  Beneficiary  may  designate the Death  Benefit  Commencement  Date by
      Written Request within one year of the Owner's death. If no designation is
      made, then the Death Benefit  Commencement Date will be one year after the
      Owner's death.

FORM OF DEATH BENEFIT

      Death Benefit  payments will be Fixed Dollar Benefit payments made monthly
      in  accordance  with the  terms of  Option A with a period  certain  of 48
      months under the "SETTLEMENT  OPTIONS"  section of this  prospectus.  (See
      page 42.)

      In lieu of that,  the Owner may elect at any time  before his or her death
      to have Death  Benefit  payments  made in one lump sum or  pursuant to any
      available settlement option under the "SETTLEMENT OPTIONS" section of this
      prospectus.  If the Owner does not make any such election, the Beneficiary
      may make that  election at any time after the Owner's death and before the
      Death Benefit Commencement Date.

BENEFICIARY

      Non-Qualified  Contracts may be jointly owned by two people. If there is a
      joint owner and that joint owner  survives  the Owner,  the joint owner is
      the Beneficiary, regardless of any designation made by the Owner. If there
      is no surviving joint owner, and in the case of Qualified  Contracts,  the
      Beneficiary is the person or persons so designated in the application,  if
      any, or under the Change of Beneficiary  provision of the Contract. If the
      Owner has not designated a Beneficiary, or if no Beneficiary designated by
      the Owner  survives the Owner,  then the  Beneficiary  will be the Owner's
      estate.


                             CHARGES AND DEDUCTIONS

      There are two types of charges and  deductions.  First,  there are charges
      assessed  under  the  Contract.   These  charges  include  the  CDSC,  the
      Administration  Charge,  the  Mortality  and Expense Risk Charge,  Premium
      Taxes and Transfer  Fees.  All of these charges are described  below,  and
      some may not be  applicable  to every  Contract.  Second,  there  are Fund
      expenses for fund management fees and administration  expenses. These fees
      are described in the  prospectus  and statement of additional  information
      for each Fund.

CONTINGENT DEFERRED SALES CHARGE ("CDSC")

      No deduction for front-end  sales charges is made from Purchase  Payments.
      However, the Company may deduct a CDSC of up to 7% of Purchase Payments on
      certain  surrenders to partially  cover certain  expenses  incurred by the
      Company relating to the sale of the Contract,  including commissions paid,
      the costs of preparation of sales literature and other  promotional  costs
      and acquisition expenses.

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INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
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      The  CDSC  applies  to and is  calculated  separately  for  each  Purchase
      Payment.  The CDSC percentage varies according to the number of full years
      elapsed  between the date of receipt of a Purchase  Payment and the date a
      Written  Request  for  surrender  is  made.  The  amount  of the  CDSC  is
      determined by multiplying the amount withdrawn  subject to the CDSC by the
      CDSC percentage in accordance with the following table. Surrenders will be
      deemed withdrawn first from Accumulated Earnings (which may be surrendered
      without  charge)  and then to Purchase  Payments on a first-in,  first-out
      basis.



   Number of Full Years Elapsed Between Date   Contingent Deferred Sales Charge
    of Receipt of Purchase Payment and Date     as a Percentage of Associated
     Written Request for Surrender Received      Purchase Payment Surrendered
   ------------------------------------------  --------------------------------
                       0                                         7%
                       1                                         6%
                       2                                         5%
                       3                                         4%
                       4                                         3%
                       5                                         2%
                       6                                         1%
                    7 or more                                    0%


      In no event shall the CDSC assessed  against the Contract exceed 7% of the
      aggregate Purchase Payment(s).

      Any  Purchase  Payments  that have been held by the  Company  for at least
      seven  years may be  surrendered  free of any  CDSC.  The CDSC will not be
      imposed on amounts surrendered under the Free Withdrawal  Privilege.  (See
      "Free Withdrawal Privilege," page 36.)

      No CDSC is assessed upon payment of the Death Benefit.

      The CDSC will be waived upon  surrender if the Contract is modified by the
      Long-Term  Care  Waiver  Rider and the  Owner is  confined  in a  licensed
      Hospital or  Long-Term  Care  Facility,  as those terms are defined in the
      Rider,  for at least 90 days  beginning  on or after  the  first  Contract
      Anniversary.  This Rider may not be available in all jurisdictions.  Also,
      the CDSC will be waived if the  Owner has been  determined  by the  Social
      Security  Administration  to be  "disabled" as that term is defined in the
      Social Security Act of 1935, as amended.

      The CDSC may be reduced or waived in  connection  with  certain  Contracts
      where the Company  incurs  reduced sales and servicing  expenses,  such as
      Contracts  offered  to  active  employees  of  the  Company  or any of its
      subsidiaries and/or affiliates.

      The CDSC  arising  from a  surrender  of a  Contract  will be  waived  for
      Contracts which are issued with an Employer Plan Endorsement or a Deferred
      Compensation  Endorsement  if  the  Owner  of an  individual  Contract  or
      Participant under a group Contract incurs a separation from service.


      The CDSC  arising  from a  surrender  of a  Contract  will be  waived  for
      Contracts which are issued with a Tax Sheltered  Annuity  Endorsement (and
      without  an  Employer  Plan  Endorsement)  if the  Owner of an  individual
      Contract or Participant  under a group  Contract:  (i) incurs a separation
      from  service,  has attained age 55 and has held the Contract for at least
      seven years; or (ii) has held the Contract for fifteen years or more.

      The Company reserves the right to terminate,  suspend or modify waivers of
      the CDSC, without prior notice to Owners, as permitted by applicable law.

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INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
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      The CDSC may be reduced or waived on  partial  or full  surrenders  from a
      Fixed Account option to the extent required to satisfy state law.

MAINTENANCE AND ADMINISTRATION CHARGES

      On each  Contract  Anniversary,  the  Company  deducts an annual  Contract
      Maintenance Fee as partial compensation for expenses relating to the issue
      and  maintenance  of the Contract,  and the Separate  Account.  The annual
      Contract  Maintenance  Fee is $30.  This Contract  Maintenance  Fee is not
      assessed against Fixed Account options.  If the Contract is surrendered in
      full on any day  other  than on the  Contract  Anniversary,  the  Contract
      Maintenance Fee will be deducted in full at the time of such surrender. If
      a  Variable  Annuity  Benefit  is  elected,  a portion  of the $30  annual
      Contract Maintenance Fee will be deducted from each Benefit Payment.

      The Company will waive the Contract  Maintenance  Fee if the Account Value
      is equal to or greater than $40,000 on the date of the  assessment  of the
      charge.  The Company  will waive the  Contract  Maintenance  Fee after the
      applicable  Commencement  Date if the  Annuity  Benefit  or Death  Benefit
      amount applied to a Variable Dollar Benefit exceeds  $40,000.  The Company
      may  waive the  Contract  Maintenance  Fee in  connection  with  Contracts
      offered to active  employees  of the Company,  or any of its  subsidiaries
      and/or affiliates.  The Company may waive the Contract  Maintenance Fee in
      certain  situations  where the  Company  expects  to  realize  significant
      economies of scale with respect to sales of  Contracts  and  Certificates.
      This is possible  because sales costs do not increase in proportion to the
      Purchase Payments under the Contracts and Certificates  sold; for example,
      the per dollar  transaction cost for a sale of a Contract and Certificates
      with $500,000 of Purchase  Payments is generally  much higher than the per
      dollar cost for a sale of a Contract and  Certificates  with $1,000,000 of
      Purchase  Payments.   Thus,  the  applicable  sales  costs  decline  as  a
      percentage  of the  Purchase  Payments as the amount of Purchase  Payments
      increases.  In  such a  situation,  the  Company  may be  designated  as a
      preferred  variable annuity contract provider by an employer or trustee of
      an employee benefit plan.

      The Company imposes an Administration  Charge to reimburse the Company for
      those  administrative  expenses  attributable  to  the  Contract  and  the
      Separate  Account  which  exceed the revenues  received  from the Contract
      Maintenance Fee and any Transfer Fee. For this Administration  Charge, the
      Company  makes  a daily  charge  equal  to  .000411%  corresponding  to an
      effective  annual  rate of  0.15% of the  daily  Net  Asset  Value of each
      Sub-Account in the Separate  Account.  This  Administration  Charge is not
      assessed against Fixed Account options.

      The Company has set the Administration Charge and the Contract Maintenance
      Fee at  levels  such  that  the  Company  will  recover  no more  than the
      anticipated and estimated costs associated with administering the Contract
      and  Separate  Account.  The Company does not expect to make a profit from
      either the  Administration  Charge or the  Contract  Maintenance  Fee. The
      Company guarantees that it will not increase the Administration  Charge or
      the Contract Maintenance Fee for a Contract.

MORTALITY AND EXPENSE RISK CHARGE

      The Company  imposes a Mortality  and Expense Risk Charge as  compensation
      for bearing  certain  mortality and expense risks under the Contract.  For
      assuming  these risks,  the Company makes a daily charge equal to .003403%
      corresponding  to an effective annual rate of 1.25% of the daily Net Asset
      Value of each Sub-Account in the Separate  Account.  The Company estimates
      that the mortality risk component of this charge is 0.75% of the daily Net
      Asset Value of each  Sub-Account  and the expense risk component is 0.50%.
      In  connection  with  certain  Contracts  that allow the Company to reduce
      administrative  expenses, the Company will issue an Enhanced Contract with
      a Morality and Expense  Risk Charge  equal to an effective  annual rate of
      0.95%. This is equal to a daily charge of 0.002590%. The Company estimates
      that 0.20% is for  expense  risks and 0.75% is for  mortality  risks.  The

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INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
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      Company's  decision to offer an Enhanced  Contract will be based primarily
      on whether  the Company is  designated  as a  preferred  variable  annuity
      contract  provider by an employer or by the trustee of an employee benefit
      plan or on  whether  the  initial  purchase  payment  is large  enough  to
      significantly  reduce  administrative  expenses as a percentage of assets.
      Where the Company is so designated,  the Company  anticipates that it will
      recognize  administrative  expense savings from various economies of scale
      and routine  operations.  In  addition,  the Company may offer an Enhanced
      Contract to a group of employees of the Company,  its subsidiaries  and/or
      affiliates.  The Mortality  and Expense Risk Charge is imposed  before the
      Annuity  Commencement  Date and after the Annuity  Commencement  Date if a
      Variable  Annuity  Benefit is selected.  The Company  guarantees  that the
      Mortality and Expense Risk Charge will never increase for a Contract.  The
      Mortality  and Expense Risk Charge is reflected in the  Accumulation  Unit
      values for each Sub-Account.  The Mortality and Expense Risk Charge is not
      assessed against Fixed Account options.

      The  mortality  risks  assumed by the Company  arise from its  contractual
      obligations to make annuity  payments  (determined in accordance  with the
      annuity tables and other provisions  contained in the Contract) and to pay
      Death Benefits prior to the Annuity Commencement Date.

      The  Company  also bears  substantial  risk in  connection  with the Death
      Benefit   before  the  Annuity   Commencement   Date,   since  in  certain
      circumstances  the Company may be obligated to pay a larger Death  Benefit
      amount than the then-existing Account Value of the Contract.

      The expense  risk  assumed by the  Company is the risk that the  Company's
      actual expenses in  administering  the Contracts and the Separate  Account
      will exceed the amount recovered through the Contract Maintenance Fees and
      Transfer Fees.

      If the Mortality and Expense Risk Charge is  insufficient  to cover actual
      costs and risks assumed, the loss will fall on the Company. Conversely, if
      this  charge is more than  sufficient,  any  excess  will be profit to the
      Company. Currently, the Company expects a profit from this charge.

      The Company recognizes that the CDSC may not generate  sufficient funds to
      pay the cost of distributing the Contracts. To the extent that the CDSC is
      insufficient  to cover  the  actual  cost of  Contract  distribution,  the
      deficiency will be met from the Company's  general  corporate assets which
      may include  amounts,  if any, derived from the Mortality and Expense Risk
      Charge.

PREMIUM TAXES

      Certain state and local  governments  impose  premium  taxes.  These taxes
      currently range up to 5.0% depending upon the  jurisdiction.  The Company,
      in its sole  discretion and in compliance  with any applicable  state law,
      will determine the method used to recover  premium tax expenses  incurred.
      The Company  will  deduct any  applicable  premium  taxes from the Account
      Value either upon death, surrender, annuitization, or at the time Purchase
      Payments  are made to the  Contract,  but no earlier than when the Company
      has a tax liability under state law.

TRANSFER FEE

      The  Company  currently  imposes a $25 fee for each  transfer in excess of
      twelve in a single  Contract Year. The Company will deduct the charge from
      the amount transferred.  Transfers  associated with Dollar Cost Averaging,
      Interest Sweep and Automatic Rebalancing programs do not currently incur a
      Transfer Fee and do not count toward the twelve annual transfers currently
      permitted under the Contract without a Transfer Fee.

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FUND EXPENSES

      The value of the assets in the Separate Account reflects the value of Fund
      shares and therefore  the fees and expenses paid by each Fund.  The annual
      expenses of each Fund are set out in the "Summary of  Expenses"  tables at
      the  front  of  this  Prospectus.  A  complete  description  of the  fees,
      expenses,  and  deductions  from the  Funds  are  found in the  respective
      prospectuses for the Funds. (See "THE FUNDS," page 21.)

REDUCTION OR ELIMINATION OF CONTRACT CHARGES (GROUP CONTRACTS ONLY)

      The CDSC and  administrative  charges under the Contract may be reduced or
      eliminated  when  certain  sales of the  Contract  result  in  savings  or
      reduction of sales  expenses.  The  entitlement to such a reduction in the
      CDSC or the administrative charges will be based on the following: (1) the
      size and type of the group to which  sales  are to be made;  (2) the total
      amount of Purchase Payments to be received;  and (3) any prior or existing
      relationship with the Company. The CDSC and administrative  charges may be
      reduced  or waived in  connection  with a  Contract  offered to a group of
      employees of the Company, its subsidiaries and/or affiliates. There may be
      other  circumstances,  of which the Company is not presently aware,  which
      could  result in fewer  sales  expenses.  In no event  will  reduction  or
      elimination of the CDSC or the  administrative  charge be permitted  where
      such  reduction  or  elimination  will be unfairly  discriminatory  to any
      person.


                               SETTLEMENT OPTIONS

ANNUITY COMMENCEMENT DATE

      The  Annuity  Commencement  Date is shown on the  Contract  Specifications
      page.  The Owner may  change  the  Annuity  Commencement  Date by  Written
      Request  made at least 30 days  prior to the  date  that  Annuity  Benefit
      payments are scheduled to begin. Unless the Company agrees otherwise,  the
      Annuity  Commencement  Date cannot be later than the Contract  Anniversary
      following the 85th  birthday of the eldest Owner,  or five years after the
      Contract Effective Date, whichever is later.

ELECTION OF SETTLEMENT OPTION

      If the  Owner  is  alive  on the  Annuity  Commencement  Date  and  unless
      otherwise directed, the Company will apply the Account Value, less premium
      taxes, if any, according to the Settlement Option elected.

      If no election has been made on the Annuity Commencement Date, the Company
      will  begin  payments  based on  Settlement  Option B (Life  Annuity  with
      Payments  for at  Least a Fixed  Period),  described  below,  with a fixed
      period of 120 monthly payments assured.

BENEFIT PAYMENTS

      Benefit  Payments  may be  calculated  and  paid:  (1) as a  Fixed  Dollar
      Benefit;  (2) as a Variable  Dollar  Benefit;  or (3) as a combination  of
      both.

      If only a Fixed Dollar  Benefit is to be paid,  the Company will  transfer
      all  of  the  Account  Value  to  the  Company's  general  account  on the
      applicable  Commencement  Date, or on the Death Benefit Valuation Date (if
      applicable).  Similarly, if only a Variable Dollar Benefit is elected, the
      Company will transfer all of the Account Value to the  Sub-Accounts  as of
      the  end of the  Valuation  Period  immediately  prior  to the  applicable
      Commencement  Date; the Company will allocate the amount transferred among
      the  Sub-Accounts  in  accordance  with a Written  Request.  No  transfers
      between the Fixed Dollar  Benefit and the Variable  Dollar Benefit will be
      allowed after the Commencement  Date.  However,  after the Variable Dollar

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INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
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      Benefit has been paid for at least twelve months,  the Person  Controlling
      Payments  may, no more than once each twelve months  thereafter,  transfer
      all or part of the Benefit Units upon which the Variable Dollar Benefit is
      based from the  Sub-Account(s)  then held,  to Benefit  Units in different
      Sub-Account(s).

      If a Variable  Dollar  Benefit is elected,  the amount to be applied under
      that benefit is the Variable  Account Value as of the end of the Valuation
      Period immediately preceding the applicable  Commencement Date. If a Fixed
      Dollar  Benefit is to be paid, the amount to be applied under that benefit
      is the Fixed Account Value as of the applicable  Commencement  Date, or as
      of the Death Benefit Valuation Date (if applicable).

FIXED DOLLAR BENEFIT

      Fixed Dollar  Benefit  payments are  determined by  multiplying  the Fixed
      Account Value  (expressed  in thousands of dollars and after  deduction of
      any fees and charges,  loans,  or  applicable  premium tax not  previously
      deducted)  by the  amount  of the  monthly  payment  per  $1,000  of value
      obtained  from the  Settlement  Option  Table  for the  settlement  option
      elected.  Fixed Dollar Benefit payments will remain level for the duration
      of the payment period.

      If at the  time a  Fixed  Dollar  Benefit  is  elected,  the  Company  has
      available   options  or  rates  on  a  more  favorable  basis  than  those
      guaranteed,  the higher benefits shall be applied and shall not change for
      as long as that election remains in force.

VARIABLE DOLLAR BENEFIT

      The first monthly  Variable Dollar Benefit payment is equal to the Owner's
      Variable  Account  Value  (expressed  in  thousands  of dollars  and after
      deduction of any fees and charges,  loans,  or applicable  premium tax not
      previously  deducted) as of the end of the  Valuation  Period  immediately
      preceding the applicable Commencement Date multiplied by the amount of the
      monthly  payment per $1,000 of value obtained from the  Settlement  Option
      Table for the Benefit  Payment option elected less the pro rata portion of
      the Contract Maintenance Fee.

      The  number  of  Benefit  Units in each  Sub-Account  held by the Owner is
      determined  by dividing the dollar  amount of the first  monthly  Variable
      Dollar Benefit payment from each Sub-Account by the Benefit Unit Value for
      that  Sub-Account  as of the applicable  Commencement  Date. The number of
      Benefit Units remains fixed during the Benefit Payment Period, except as a
      result  of  any  transfers   among   Sub-Accounts   after  the  applicable
      Commencement Date.

      The dollar amount of the second and any subsequent Variable Dollar Benefit
      payment  will reflect the  investment  performance  of the  Sub-Account(s)
      selected and may vary from month to month.  The total amount of the second
      and any subsequent  Variable  Dollar Benefit  payment will be equal to the
      sum of the payments from each  Sub-Account  less a pro rata portion of the
      Contract Maintenance Fee. Where an Owner elects a Variable Dollar Benefit,
      there is a risk  that  only one  Benefit  Payment  will be made  under any
      settlement option, if: (i) at the end of the applicable  Valuation Period,
      the Owner's  Variable  Account  Value has  declined  to zero;  or (ii) the
      person on whose life  Benefit  Payments are based dies prior to the second
      Benefit Payment.

      The payment from each  Sub-Account is found by  multiplying  the number of
      Benefit Units held in each  Sub-Account by the Benefit Unit Value for that
      Sub-Account as of the end of the fifth Valuation  Period preceding the due
      date of the payment.

      The Benefit Unit Value for each  Sub-Account is originally  established in
      the same manner as Accumulation Unit values.  Thereafter, the Benefit Unit

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INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
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      Value for a  Sub-Account  is determined  by  multiplying  the Benefit Unit
      Value  as of  the  end of  the  preceding  Valuation  Period  by  the  Net
      Investment Factor,  determined as set forth above under "Accumulation Unit
      Value",  for  the  Valuation  Period  just  ended.  The  product  is  then
      multiplied by the assumed daily investment  factor  (0.99991781),  for the
      number of days in the Valuation Period. The factor is based on the assumed
      net investment rate of 3% per year, compounded annually, that is reflected
      in the Settlement Option Tables.

TRANSFERS AFTER THE ANNUITY COMMENCEMENT DATE


      After the  Annuity  Commencement  Date,  no  transfers  between  the Fixed
      Account and the Separate Account are permitted.  However, after a Variable
      Dollar  Annuity  Benefit  has been paid for at least  twelve  months,  the
      Participant may, by Written Request to the Administrative Office, transfer
      Annuity Units between Sub-Accounts no more than once during a twelve-month
      period.


ANNUITY TRANSFER FORMULA


      Transfers after the Annuity Commencement Date are implemented according to
      the following formulas:


      (1)  Determine the number of units to be transferred  from the Sub-Account
           as follows:

                  =AT/AUV1


      (2)  Determine the number of Annuity Units  remaining in such  Sub-Account
           (after the transfer):

                  = UNIT1 - AT/AUV1


      (3)  Determine the number of Annuity Units in the  Transferee  Sub-Account
           (after the transfer):

                  = UNIT2 + AT/AUV2


      (4)  Subsequent  Variable Dollar Annuity Benefit payments will reflect the
           changes in Annuity Units in each  Sub-Account as of the next Variable
           Dollar Annuity Benefit payment's due date.

      Where:

           (AUV1) is the Annuity Unit Value of the Sub-Account that the transfer
           is being made from as of the end of the Valuation Period in which the
           transfer request was received.

           (AUV2) is the Annuity Unit Value of the Sub-Account that the transfer
           is being made to as of the end of the  Valuation  Period in which the
           transfer request was received.

           (UNIT1) is the number of Annuity  Units in the  Sub-Account  that the
           transfer is being made from, before the transfer.

           (UNIT2) is the number of Annuity  Units in the  Sub-Account  that the
           transfer is being made to, before the transfer.

           (AT) is the dollar amount being transferred from the Sub-Account.

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INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
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SETTLEMENT OPTIONS

      OPTION A:      Income for a Fixed Period

                     The Company will make periodic payments for a fixed period.
                     The  first  payment  will be paid as of the last day of the
                     initial  Payment  Interval.  The  maximum  time over  which
                     payments  will be made by the Company or money will be held
                     by the Company is 30 years.  The Option A Table  applies to
                     this Option.

      OPTION B:      Life Annuity with Payments for at Least a Fixed Period

                     The  Company  will make  periodic  payments  for at least a
                     fixed period.  If the person on whose life Benefit Payments
                     are based  lives  longer  than the fixed  period,  then the
                     Company  will make  payments  until his or her  death.  The
                     first  payment  will  be paid  as of the  first  day of the
                     initial  Payment  Interval.  The Option B Table(s) apply to
                     this Option.

      OPTION C:      Joint and One-Half Survivor Annuity

                     The Company will make periodic  payments until the death of
                     the  primary  person on whose  life  Benefit  Payments  are
                     based;  thereafter,  the Company will make  one-half of the
                     periodic payment until the death of the secondary person on
                     whose life  Benefit  Payments  are based.  The Company will
                     require Due Proof of Death of the  primary  person on whose
                     life Benefit  Payments are based. The first payment will be
                     paid as of the first day of the initial  Payment  Interval.
                     The Option C Table(s) apply to this Option.


      OPTION D:      Life Annuity


                     We will  make  periodic  payments  until  the  death of the
                     person on whose life Benefit  Payments are based. The first
                     payment  will be paid as of the  first  day of the  initial
                     Payment  Interval.  The  Option  D  Table(s)  apply to this
                     option.


      OPTION E:      Any Other Form


                     The Company will make  periodic  payments in any other form
                     of settlement  option which is acceptable to us at the time
                     of an election.

MINIMUM AMOUNTS

      Presently,  the minimum  amount of a Benefit  Payment under any settlement
      option  is $50.  If an Owner  selects  a Payment  Interval  under  which a
      Benefit  Payment would be less than $50, the Company will advise the Owner
      that a new Payment  Interval must be selected so that the Benefit  Payment
      will be at least  $50.  Generally,  monthly,  quarterly,  semi-annual  and
      annual Payment Intervals are available. From time to time, the Company may
      require Benefit  Payments to be made by direct deposit or wire transfer to
      the account of a designated payee.

      Minimum amounts,  Payment  Intervals and other terms and conditions may be
      modified by the Company at any time  without  prior  notice to Owners,  as
      permitted by applicable law. If the Company  changes the minimum  amounts,
      the  Company  may change  any  current or future  payment  amounts  and/or
      Payment  Intervals  to conform with the change.  More than one  settlement
      option may be  elected  if the  requirements  for each  settlement  option
      elected are satisfied.  Once payment begins under a settlement option, the
      settlement option may not be changed.

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INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
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      All factors,  values, benefits and reserves under the Contract will not be
      less than those  required by the law of the state in which the Contract is
      delivered.

SETTLEMENT OPTION TABLES

      The  Settlement  Option  Tables in Appendix A show the  payments  that the
      Company will make at sample  Payment  Intervals for each $1,000 applied at
      the guaranteed interest rate.

      Rates for  monthly  payments  for ages or fixed  periods  not shown in the
      Settlement  Option  Tables will be  calculated  on the same basis as those
      shown and may be obtained  from the Company.  Fixed  periods  shorter than
      five years are not available, except as a Death Benefit Settlement Option.


                               GENERAL PROVISIONS

NON-PARTICIPATING

      The Contract does not pay  dividends or share in the  Company's  divisible
surplus.

MISSTATEMENT

      If the age and/or sex of a person on whose life Benefit Payments are based
      is misstated,  the payments or other  benefits under the Contract shall be
      adjusted to the amount which would have been payable  based on the correct
      age  and/or  sex.  If the  Company  made  any  underpayments  based on any
      misstatement,  the  amount  of any  underpayment  with  interest  shall be
      immediately paid in one sum. In addition to any other remedies that may be
      available  at law or at equity,  the Company  may deduct any  overpayments
      made,  with  interest,  from  any  succeeding  payment(s)  due  under  the
      Contract.

PROOF OF EXISTENCE AND AGE

      The  Company  may  require  proof of age and/or sex of any person on whose
      life Benefit  Payments  are based.  If payment  under a settlement  option
      depends on whether a specified  person is still alive,  the Company may at
      any time require proof that such person is still living.

DISCHARGE OF LIABILITY

      Upon payment of any partial or full surrender, or any Benefit Payment, the
      Company shall be discharged  from all liability to the extent of each such
      payment.

TRANSFER OF OWNERSHIP

      NON-QUALIFIED CONTRACT

      The Owner of a Non-Qualified  Contract may transfer  ownership at any time
      during his or her lifetime. Any such transfer is subject to the following:

            (1)   it must be made by Written Request; and
            (2)   unless  otherwise  elected  or  required  by law,  it will not
                  cancel a  designation  of an Annuitant or  Beneficiary  or any
                  settlement option election previously made.

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INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
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      QUALIFIED CONTRACT

      The Owner of a Qualified Contract may not transfer ownership.

ASSIGNMENT

      NON-QUALIFIED CONTRACT

      The Owner of a Non-Qualified Contract may assign all or any part of his or
      her rights under the Contract except rights to:

            (1)  designate or change a Beneficiary;

            (2)  designate or change an Annuitant;

            (3)  transfer ownership; and

            (4)  elect a settlement option.

      The person to whom an assignment is made is called an assignee.

      The Company is not  responsible  for the  validity of any  assignment.  An
      assignment  must be in writing and must be received at the  Administrative
      Office of the  Company.  The  Company  will not be bound by an  assignment
      until the Company acknowledges it. An assignment is subject to any payment
      made or any action the Company takes before the Company  acknowledges  it.
      An assignment may be ended only by the assignee or as provided by law.

      QUALIFIED CONTRACT

      The Owner of a Qualified  Contract  may not assign or in any way  alienate
      his or her interest under the Contract.

ANNUAL REPORT

      At least once each Contract Year, the Company will provide a report of the
      Contract's current values and any other information required by law, until
      the first to occur of the following:

            (1)  the date the Contract is fully surrendered;

            (2)  the Annuity Commencement Date; or

            (3)  the Death Benefit Commencement Date.

INCONTESTABILITY

      No Contract shall be contestable by the Company.


ENTIRE CONTRACT

      The Company  issues the Contract in  consideration  and  acceptance of the
      payment of the initial  Purchase  Payment.  In those states that require a
      written  application,  a copy of the  application  will be attached to and
      become part of the Contract.  Only statements in the application,  if any,
      or made elsewhere by the Owner in  consideration  for the Contract will be
      used to void the Owner's interest under the Contract, or to defend a claim
      based on it. Such statements are representations and not warranties.

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INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
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CHANGES -- WAIVERS

      No changes or waivers of the terms of the  Contract  are valid unless made
      in writing by the Company's President,  Vice President, or Secretary.  The
      Company reserves the right both to administer and to change the provisions
      of the Contract to conform to any applicable laws,  regulations or rulings
      issued by a governmental agency.

NOTICES AND DIRECTIONS

      The  Company  will not be bound by any  authorization,  election or notice
      which is not made by Written Request.

      Any  written  notice  requirement  by the  Company  to the  Owner  will be
      satisfied  by  the  mailing  of  any  such  required  written  notice,  by
      first-class  mail,  to the  Owner's  last  known  address  as shown on the
      Company's records.


                               FEDERAL TAX MATTERS

INTRODUCTION

      The  following   discussion  is  a  general  description  of  federal  tax
      considerations relating to the Contract and is not intended as tax advice.
      This discussion is not intended to address the tax consequences  resulting
      from all of the  situations  in which a person may be  entitled  to or may
      receive a distribution under the Contract.  Any person concerned about tax
      implications  should consult a competent tax advisor before initiating any
      transaction.  This discussion is based upon the Company's understanding of
      the present  federal income tax laws as they are currently  interpreted by
      the  Internal  Revenue  Service.  No  representation  is  made  as to  the
      likelihood of the  continuation  of the present federal income tax laws or
      of the current  interpretation by the Internal Revenue Service.  Moreover,
      no attempt has been made to  consider  any  applicable  state or other tax
      laws.

      The  Contract may be purchased  on a  tax-qualified  or  non-tax-qualified
      basis.  Qualified  Contracts are designed for use in connection with plans
      entitled to special income tax treatment under Section 401, 403, or 408 of
      the Code. The ultimate  effect of federal income taxes on the amounts held
      under a Contract, on Benefit Payments,  and on the economic benefit to the
      Owner or the  Beneficiary  may depend on the type of Contract  and the tax
      status of the individual concerned. Certain requirements must be satisfied
      in purchasing a Qualified Contract and receiving distributions from such a
      Contract in order to  continue to receive  favorable  tax  treatment.  The
      Company  makes no attempt to provide more than general  information  about
      use of Contracts  with the various  types of  tax-qualified  arrangements.
      Owners and  Beneficiaries  are cautioned  that the rights of any person to
      any  benefits  may  be  subject  to  the  terms  and   conditions  of  the
      tax-qualified  arrangement,  regardless of the terms and conditions of the
      Contract. Some tax-qualified  arrangements are subject to distribution and
      other  requirements that are not incorporated in the administration of the
      Contract.  Owners are  responsible  for  determining  that  contributions,
      distributions and other  transactions with respect to Qualified  Contracts
      satisfy  applicable  law.  Therefore,  purchasers  of Qualified  Contracts
      should seek competent  legal and tax advice  regarding the  suitability of
      the Contract for their situation, the applicable requirements, and the tax
      treatment of the rights and  benefits of the  Contract.  The  Statement of
      Additional  Information  discusses the  requirements  for qualifying as an
      annuity.

TAXATION OF ANNUITIES IN GENERAL

      Section 72 of the Code  governs  taxation of  annuities  in  general.  The
      Company  believes that the Owner who is a natural person  generally is not

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INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
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      taxed on increases in the value of an Account until distribution occurs by
      withdrawing all or part of the Account Value (e.g.,  surrenders or annuity
      payments under the Settlement  Option  elected.) The taxable  portion of a
      distribution  (in the form of a  single  sum  payment  or an  annuity)  is
      generally taxable as ordinary income.

      The  following  discussion  generally  applies  to a  Contract  owned by a
      natural person.

SURRENDERS

      QUALIFIED CONTRACTS

      In the  case  of a  surrender  under a  Contract,  other  than  Systematic
      Withdrawal  Option payments  treated as Annuity  Benefit  payments for tax
      purposes, a pro rata portion of the amount received is taxable,  generally
      based on the ratio of the "investment in the contract" to the individual's
      total accrued benefit under the annuity.  The "investment in the contract"
      generally equals the amount of any  non-deductible  and/or  non-excludable
      Purchase  Payments  paid by or on behalf of any  individual.  Special  tax
      rules  may  be  available  for  certain  distributions  from  a  Qualified
      Contract.

      NON-QUALIFIED CONTRACTS

      In the case of a  surrender  under a  Non-Qualified  Contract,  the amount
      recovered  is taxable to the extent  that the  Account  Value  immediately
      before the  surrender,  reduced by any  applicable  charges,  exceeds  the
      "investment in the contract" at such time.

ANNUITY BENEFIT PAYMENTS

      Although the tax consequences may vary depending on the Settlement  Option
      elected  under the  Contract,  in  general,  only the portion of a Benefit
      Payment that  represents the amount by which the Account Value exceeds the
      "investment in the contract" will be taxed;  after the  "investment in the
      contract" is recovered, the full amount of any additional Benefit Payments
      is taxable.  For Variable Dollar Benefit Payments,  the taxable portion is
      generally  determined  by an equation that  establishes a specific  dollar
      amount of each payment that is not taxed.  The dollar amount is determined
      by  dividing  the  "investment  in the  contract"  by the total  number of
      expected periodic payments.  For Fixed Dollar Benefit Payments, in general
      there is no tax on the portion of each payment which  represents  the same
      ratio that the  "investment  in the contract"  bears to the total expected
      value of the Benefit Payments for the term of the payments;  however,  the
      remainder of each  Benefit  Payment is taxable.  In either case,  once the
      "investment in the contract" has been fully recovered,  the full amount of
      any additional Benefit Payments is taxable. If Benefit Payments cease as a
      result of an Owner's death before full recovery of the  "investment in the
      contract," consult a competent tax adviser regarding  deductibility of the
      unrecovered amount.

PENALTY TAX

      In  general,  a 10%  premature  distribution  penalty  tax  applies to the
      taxable  portion of a  distribution  from a Contract  prior to Age 59 1/2.
      Exceptions  to this  penalty tax are  available to  distributions  made on
      account of  disability,  death,  and  certain  payments  for life and life
      expectancy.   Certain  other   exceptions  may  apply   depending  on  the
      tax-qualification of the Contract involved.  A 25% premature  distribution
      penalty  tax  applies to certain  distributions  from a Savings  Incentive
      Match Plan for Employees  (SIMPLE) IRA described in Section  408(p) of the
      Code.

TAXATION OF DEATH BENEFIT PROCEEDS

      Amounts  may be  distributed  under a Contract  because of the death of an
      Owner.  Generally  such  amounts  are  includable  in  the  income  of the
      recipient as follows:  (1) if distributed in a lump sum, they are taxed in
      the  same  manner  as a  full  surrender  as  described  above,  or (2) if

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INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
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      distributed under a Settlement  Option,  they are taxed in the same manner
      as Annuity Benefit payments, as described above.

TRANSFERS, ASSIGNMENTS, OR EXCHANGES OF THE CONTRACT

      A transfer of ownership or an assignment of a Contract, the designation of
      an Annuitant who is not also the Owner,  or the exchange of a Contract may
      result in certain  tax  consequences  to the Owner that are not  discussed
      herein.

QUALIFIED CONTRACTS - GENERAL

      Qualified  Contracts are designed for use with several types of retirement
      plans. The tax rules  applicable to Owner and  Beneficiaries in retirement
      plans vary  according to the type of plan and the terms and  conditions of
      the plan.

TEXAS OPTIONAL RETIREMENT PROGRAM

      Section 830.105 of the Texas  Government Code permits  participants in the
      Texas Optional Retirement Program ("ORP") to withdraw their interests in a
      variable annuity policy issued under the ORP only upon: (1) termination of
      employment  in the Texas  public  institutions  of higher  education;  (2)
      retirement; (3) attainment of Age 70 1/2; or (4) death. Section 830.205 of
      the Texas  Government  Code  provides  that  benefits  under the  optional
      retirement program vest after one year of participation.  Accordingly,  an
      Account  Value  cannot  be  withdrawn  or  distributed   without   written
      certification  from the employer of the ORP  participant's  vesting status
      and, if the participant is living and under age 70 1/2, the  participant's
      retirement or other termination from employment.

INDIVIDUAL RETIREMENT ANNUITIES

      Code  Sections  219 and 408  permit  individuals  or  their  employers  to
      contribute to an  individual  retirement  program known as an  "Individual
      Retirement  Annuity"  or  "IRA".  Under  applicable  limitations,  certain
      amounts  may  be  contributed  to an  IRA  that  are  deductible  from  an
      individual's  gross  income.  Employers  also may  establish a  Simplified
      Employee Pension (SEP) Plan or Savings  Incentive Match Plan for Employees
      (SIMPLE) to provide IRA contributions on behalf of their employees.

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  Contracts  for the
      benefit of their employees.  Subject to certain limits, such contributions
      are not  includable in the gross income of the employee until the employee
      receives  distributions  under  the  Contract.   Amounts  attributable  to
      contributions   made  under  a  salary   reduction   agreement  cannot  be
      distributed until the employee attains Age 59 1/2, separates from service,
      becomes disabled, incurs a hardship, or dies.

- --------------------------------------------------------------------------------
                                    Page 50
<PAGE>




INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------

PENSION AND PROFIT SHARING PLANS

      Code  section  401  permits   employers  to  establish  various  types  of
      retirement plans for employees,  and permits self-employed  individuals to
      establish  retirement  plans for  themselves  and their  employees.  These
      retirement  plans may permit the purchase of the  Contracts to  accumulate
      retirement savings under the plans.

      Purchasers  of a Contract  for use with such plans  should seek  competent
      advice  regarding the  suitability  of the proposed plan documents and the
      Contract to their specific needs.

CERTAIN DEFERRED COMPENSATION PLANS

      Governmental  and  other  tax-exempt   employers  may  invest  in  annuity
      contracts in connection with deferred  compensation  plans established for
      the  benefit  of their  employees  under  Section  457 of the Code.  Other
      employers may invest in annuity contracts in connection with non-qualified
      deferred   compensation   plans  established  for  the  benefit  of  their
      employees.  Under these plans,  contributions  made for the benefit of the
      employees  generally will not be includable in the employees' gross income
      until distributed from the plan.

WITHHOLDING

      Pension and annuity distributions generally are subject to withholding for
      the recipient's  federal income tax liability at rates that vary according
      to the  type of  distribution  and the  recipient's  tax  status.  Federal
      withholding  at a flat  20% of the  taxable  part of the  distribution  is
      required if the distribution is eligible for rollover and the distribution
      is not paid as a direct rollover. In other cases, recipients generally are
      provided  the   opportunity  to  elect  not  to  have  tax  withheld  from
      distributions.

POSSIBLE CHANGES IN TAXATION

      There is always the possibility  that the tax treatment of annuities could
      change by  legislation  or other means (such as IRS  regulations,  revenue
      rulings, judicial decisions, etc.). Moreover, it is also possible that any
      change could be retroactive  (that is,  effective prior to the date of the
      change).

OTHER TAX CONSEQUENCES

      As noted  above,  the  foregoing  discussion  of the  federal  income  tax
      consequences is not exhaustive and special rules are provided with respect
      to other tax situations  not discussed in this  Prospectus.  Further,  the
      federal  income tax  consequences  discussed  herein reflect the Company's
      understanding  of current law and the law may change.  Federal  estate and
      gift tax consequences and state and local estate,  inheritance,  and other
      tax  consequences  of  ownership  or  receipt of  distributions  under the
      Contract  depend on the  circumstances  of each Owner or  recipient of the
      distribution.  A competent  tax adviser  should be  consulted  for further
      information.

GENERAL

      At the time the initial Purchase Payment is paid, a prospective  purchaser
      must  specify   whether  the  purchase  is  a  Qualified   Contract  or  a
      Non-Qualified Contract. If the initial Purchase Payment is derived from an
      exchange or surrender of another annuity contract, the Company may require
      that the  prospective  purchaser  provide  information  with regard to the
      federal income tax status of the previous  annuity  contract.  The Company
      will require that persons  purchase  separate  Contracts if they desire to
      invest monies  qualifying  for different  annuity tax treatment  under the
      Code.  Each such  separate  Contract  will  require  the  minimum  initial
      Purchase  Payment  stated  above.  Additional  Purchase  Payments  under a
      Contract  must  qualify for the same federal  income tax  treatment as the
      initial Purchase  Payment under the Contract;  the Company will not accept
      an additional  Purchase Payment under a Contract if the federal income tax

- --------------------------------------------------------------------------------
                                    Page 51
<PAGE>




INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------

      treatment of such  Purchase  Payment  would be different  from that of the
      initial Purchase Payment.


                          DISTRIBUTION OF THE CONTRACT

      AAG Securities,  Inc. ("AAG Securities"),  an affiliate of the Company, is
      the principal underwriter and distributor of the Contracts. AAG Securities
      may also serve as an underwriter and distributor of other contracts issued
      through the Separate  Account and certain other  Separate  Accounts of the
      Company and any  affiliates  of the Company.  AAG  Securities  is a wholly
      owned subsidiary of American Annuity Group(SERVICEMARK),  Inc., a publicly
      traded  company  which is an indirect  subsidiary  of  American  Financial
      Group,  Inc. AAG Securities is registered with the Securities and Exchange
      Commission as a broker-dealer and is a member of the National  Association
      of Securities Dealers, Inc. ("NASD"). Its principal offices are located at
      250 East Fifth  Street,  Cincinnati,  Ohio  45202.  The  Company  pays AAG
      Securities for acting as underwriter under a distribution agreement.

      AAG Securities sells Contracts through its registered representatives.  In
      addition,  AAG  Securities  may enter  into  sales  agreements  with other
      broker-dealers   to  solicit   applications  for  the  Contracts   through
      registered  representatives  who  are  licensed  to  sell  securities  and
      variable  insurance  products.  These agreements provide that applications
      for the Contracts may be solicited by  registered  representatives  of the
      broker-dealers  appointed  by  the  Company  to  sell  its  variable  life
      insurance and variable annuities. These broker-dealers are registered with
      the  Securities  and Exchange  Commission and are members of the NASD. The
      registered   representatives   are  authorized   under   applicable  state
      regulations to sell variable annuities.

      The  Company  or  AAG  Securities   may  pay   commissions  to  registered
      representatives  of AAG Securities and other  broker-dealers of up to 8.5%
      of  Purchase  Payments  made under the  Contracts  ("Commissions").  These
      Commissions  are reduced by one-half for  Contracts  issued to Owners over
      age 75.  When  permitted  by state law and in exchange  for lower  initial
      Commissions,  AAG Securities  and/or the Company may pay trail commissions
      to   registered   representatives   of  AAG   Securities   and  to   other
      broker-dealers.  Trail  commissions  are not  expected to exceed 1% of the
      Account Value of a Contract on an annual basis. To the extent  permissible
      under current law, the Company and/or AAG  Securities may pay  production,
      persistency   and  managerial   bonuses  as  well  as  other   promotional
      incentives, in cash or other compensation,  to registered  representatives
      of AAG Securities and/or other broker-dealers.


                                LEGAL PROCEEDINGS

      There are no pending legal  proceedings  affecting the Separate Account or
      AAG  Securities.  The  Company is  involved  in  various  kinds of routine
      litigation which, in management's judgment, are not of material importance
      to the Company's assets or the Separate Account.


                                  VOTING RIGHTS

      To the extent  required  by  applicable  law,  all Fund shares held in the
      Separate  Account  will be voted by the  Company  at regular  and  special
      shareholder   meetings  of  the  respective   Funds  in  accordance   with
      instructions   received  from  persons  having  voting  interests  in  the
      corresponding  Sub-Account.  If,  however,  the 1940 Act or any regulation
      thereunder  should be amended,  or if the present  interpretation  thereof
      should change, or if the Company determines that it is allowed to vote all
      shares in its own right, the Company may elect to do so.

- --------------------------------------------------------------------------------
                                    Page 52
<PAGE>




INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------

      The  person  with  the  voting  interest  is  the  Owner,  or  the  Person
      Controlling  Payments,  if different  from the Owner.  The number of votes
      which are available will be calculated  separately  for each  Sub-Account.
      Before the Annuity  Commencement  Date,  that number will be determined by
      applying  the  Owner's  percentage  interest,  if  any,  in  a  particular
      Sub-Account to the total number of votes attributable to that Sub-Account.
      The Owner,  or the Person  Controlling  Payments,  if  different  from the
      Owner,  holds a voting  interest in each  Sub-Account to which the Account
      Value is allocated.  After the Annuity  Commencement  Date,  the number of
      votes decreases as Annuity Benefit  payments are made and as the number of
      Accumulation Units for a Contract decreases.

      The number of votes of a Fund will be determined as of the date coincident
      with the date established by that Fund for  shareholders  eligible to vote
      at the  meeting of the Fund.  Voting  instructions  will be  solicited  by
      written  communication prior to such meeting in accordance with procedures
      established by the respective Funds.

      Shares as to which no timely  instructions are received and shares held by
      the Company as to which Owners have no  beneficial  interest will be voted
      in proportion to the voting  instructions  which are received with respect
      to all Contracts participating in the Sub-Account.  Voting instructions to
      abstain  on any item will be  applied  on a pro rata  basis to reduce  the
      votes eligible to be cast.

      Each  person or entity  having a voting  interest  in a  Sub-Account  will
      receive  proxy  material,  reports  and  other  material  relating  to the
      appropriate Fund.

      It should be noted that the Funds are not required to hold annual or other
      regular meetings of shareholders.


                              AVAILABLE INFORMATION

      The  Company  has  filed  a  registration   statement  (the   Registration
      Statement)  with  the  Securities  and  Exchange   Commission   under  the
      Securities  Act  of  1933  relating  to  the  Contracts  offered  by  this
      Prospectus.  This Prospectus has been filed as a part of the  Registration
      Statement  and does not  contain all of the  information  set forth in the
      Registration  Statement and exhibits thereto, and reference is hereby made
      to such  Registration  Statement  and  exhibits  for  further  information
      relating to the Company or the  Contracts.  Statements  contained  in this
      Prospectus,   as  to  the  content  of  the   Contracts  and  other  legal
      instruments, are summaries. For a complete statement of the terms thereof,
      reference is made to the instruments filed as exhibits to the Registration
      Statement.  The  Registration  Statement  and the exhibits  thereto may be
      inspected and copied at the office of the Commission, located at 450 Fifth
      Street, N.W., Washington, D.C.




- --------------------------------------------------------------------------------
                                    Page 53
<PAGE>




INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------



                       STATEMENT OF ADDITIONAL INFORMATION

      A Statement of Additional  Information  is available  which  contains more
      details  concerning  the  subjects  discussed  in  this  Prospectus.   The
      following is the Table of Contents for that Statement:

                                TABLE OF CONTENTS
                  --------------------------------------------

                                                                            Page

ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED)..........................3
      General Information and History.........................................3
      State Regulation........................................................3

SERVICES......................................................................4
      Safekeeping of Separate Account Assets..................................4
      Records and Reports.....................................................4
      Experts.................................................................4

DISTRIBUTION OF THE CONTRACTS.................................................4

CALCULATION OF PERFORMANCE INFORMATION........................................5
      Money Market Sub-Account Standardized Yield Calculation.................5
      Other Sub-Account Standardized Yield Calculation........................6
      Standardized Total Return Calculation...................................7
      Hypothetical Performance Data...........................................7
      Other Performance Data..................................................8

FEDERAL TAX MATTERS...........................................................10
      Taxation of the Company.................................................10
      Tax Status of the Contract..............................................11

FINANCIAL STATEMENTS..........................................................12


- --------------------------------------------------------------------------------
   
Copies of the  Statement  of  Additional  Information  dated  July 14,  1997 are
available  without  charge.  To request a copy,  please  clip this coupon on the
dotted line above, enter your name and address in the spaces provided below, and
mail to: Annuity  Investors Life Insurance  Company(REGISTERED),  P.O. Box 5423,
Cincinnati, Ohio 45201-5423.
    

Name:
     ---------------------------------------------------------------------------

Address:
        ------------------------------------------------------------------------

City:
     ---------------------------------------------------------------------------

State:
      --------------------------------------------------------------------------

Zip:
    ----------------------------------------------------------------------------



- --------------------------------------------------------------------------------
                                    Page 54
<PAGE>




INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------


                                   APPENDIX A

QUALIFIED CONTRACTS

<TABLE>
<CAPTION>

                                      OPTION A TABLE -- INCOME FOR A FIXED PERIOD Payments for
                                           fixed number of years for each $1,000 applied.

- ------------------------------------------------------------------------------------------------------------------------------------
Terms of  Annual  Semi-   Quarterly Monthly  Terms of  Annual   Semi-  Quarterly Monthly  Terms of  Annual  Semi-  Quarterly Monthly
Payments          Annual                     Payments           Annual                    Payments          Annual
- ------------------------------------------------------------------------------------------------------------------------------------
Years                                         Years                                        Years
<S>      <C>      <C>      <C>      <C>        <C>    <C>       <C>      <C>      <C>        <C>    <C>     <C>       <C>       <C> 
  6      184.60   91.62    45.64    15.18      11     108.08    53.64    26.72    8.88       16     79.61   39.51     19.68     6.54
  7      160.51   79.66    39.68    13.20      12     100.46    49.86    24.84    8.26       17     75.95   37.70     18.78     6.24
  8      142.46   70.70    35.22    11.71      13      94.03    46.67    23.25    7.73       18     72.71   36.09     17.98     5.98
  9      128.43   63.74    31.75    10.56      14      88.53    43.94    21.89    7.28       19     69.81   34.65     17.26     5.74
 10      117.23   58.18    28.98     9.64      15      83.77    41.57    20.71    6.89       20     67.22   33.36     16.62     5.53

</TABLE>


                    OPTION B TABLE - LIFE ANNUITY
              With Payments For At Least A Fixed Period

             ----------------------------------------------
                        60       120      180      240
                      MONTHS    MONTHS   MONTHS   MONTHS
             ----------------------------------------------
              Age
             ----------------------------------------------
               55     $4.42     $4.39    $4.32     $4.22
               56      4.51      4.47     4.40      4.29
               57      4.61      4.56     4.48      4.35
               58      4.71      4.65     4.56      4.42
               59      4.81      4.75     4.64      4.49
               60      4.92      4.86     4.73      4.55
               61      5.04      4.97     4.83      4.62
               62      5.17      5.08     4.92      4.69
               63      5.31      5.20     5.02      4.76
               64      5.45      5.33     5.12      4.83
               65      5.61      5.46     5.22      4.89
               66      5.77      5.60     5.33      4.96
               67      5.94      5.75     5.43      5.02
               68      6.13      5.91     5.54      5.08
               69      6.33      6.07     5.65      5.14
               70      6.54      6.23     5.76      5.19
               71      6.76      6.41     5.86      5.24
               72      7.00      6.58     5.96      5.28
               73      7.26      6.77     6.06      5.32
               74      7.53      6.95     6.16      5.35
             ----------------------------------------------




- --------------------------------------------------------------------------------
                                     Page 55
<PAGE>



INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------


                   OPTION C TABLE - JOINT AND ONE-HALF  SURVIVOR ANNUITY Monthly
         payments for each $1,000 of proceeds by ages of persons named*.

- --------------------------------------------------------------------------------
PRIMARY                                SECONDARY AGE
  AGE
        ------------------------------------------------------------------------
          60    61     62     63     64     65     66     67     68    69    70

 60     $4.56 $4.58  $4.61  $4.63  $4.65  $4.67  $4.69  $4.71  $4.73 $4.75 $4.76
 61      4.63  4.66   4.69   4.71   4.73   4.76   4.78   4.80   4.82  4.84  4.86
 62      4.71  4.74   4.77   4.80   4.82   4.85   4.87   4.90   4.92  4.94  4.96
 63      4.79  4.82   4.85   4.88   4.91   4.94   4.97   5.00   5.02  5.05  5.07
 64      4.88  4.91   4.94   4.98   5.01   5.04   5.07   5.10   5.13  5.15  5.18
 65      4.96  5.00   5.03   5.07   5.11   5.14   5.17   5.20   5.24  5.27  5.30
 66      5.05  5.09   5.13   5.17   5.21   5.24   5.28   5.32   5.35  5.38  5.42
 67      5.14  5.18   5.23   5.27   5.31   5.35   5.39   5.43   5.47  5.51  5.54
 68      5.23  5.28   5.33   5.37   5.42   5.46   5.50   5.55   5.59  5.63  5.67
 69      5.33  5.38   5.43   5.48   5.53   5.57   5.62   5.67   5.72  5.76  5.81
 70      5.43  5.48   5.53   5.59   5.64   5.69   5.74   5.80   5.85  5.90  5.95
- --------------------------------------------------------------------------------

*Payments  after the death of the  Primary  Payee will be one-half of the amount
shown.


                          OPTION D TABLE - LIFE ANNUITY
                    Monthly payments for each $1,000 applied.

- --------------------------------------------------------------------------------
 AGE                  AGE                AGE                 AGE
- --------------------------------------------------------------------------------
  55       $4.43       60     $4.94       65      $5.65       70      $6.64
  56        4.52       61      5.07       66       5.82       71       6.89
  57        4.62       62      5.20       67       6.00       72       7.15
  58        4.72       63      5.34       68       6.20       73       7.43
  59        4.83       64      5.49       69       6.41       74       7.74
- --------------------------------------------------------------------------------


NON-QUALIFIED CONTRACTS

<TABLE>
<CAPTION>

                                             OPTION A TABLE - INCOME FOR A FIXED PERIOD
                                     Payments for fixed number of years for each $1,000 applied.



- ------------------------------------------------------------------------------------------------------------------------------------
Terms of  Annual  Semi-   Quarterly Monthly  Terms of  Annual   Semi-  Quarterly Monthly  Terms of  Annual  Semi-  Quarterly Monthly
Payments          Annual                     Payments           Annual                    Payments          Annual
- ------------------------------------------------------------------------------------------------------------------------------------
 Years                                        Years                                        Years
<S>      <C>     <C>       <C>      <C>        <C>     <C>      <C>      <C>      <C>        <C>     <C>     <C>      <C>      <C> 
   6     184.60  91.62     45.64    15.18      11      108.08   53.64    26.72    8.88       16      79.61   39.51    19.68    6.54
   7     160.51  79.66     39.68    13.20      12      100.46   49.86    24.84    8.26       17      75.95   37.70    18.78    6.24
   8     142.46  70.70     35.22    11.71      13       94.03   46.67    23.25    7.73       18      72.71   36.09    17.98    5.98
   9     128.43  63.74     31.75    10.56      14       88.53   43.94    21.89    7.28       19      69.81   34.65    17.26    5.74
  10     117.23  58.18     28.98     9.64      15       83.77   41.57    20.71    6.89       20      67.22   33.36    16.62    5.53
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>


- --------------------------------------------------------------------------------
                                    Page 56
<PAGE>



INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------



                         OPTION B TABLES - LIFE ANNUITY
                    With Payments For At Least A Fixed Period

                    -----------------------------------------
                     MALE     60      120     180      240
                            MONTHS   MONTHS  MONTHS   MONTHS
                    -----------------------------------------
                     Age
                    -----------------------------------------
                      55     $4.68   $4.62   $4.53     $4.39
                      56      4.78    4.72    4.61      4.45
                      57      4.89    4.82    4.69      4.51
                      58      5.00    4.92    4.78      4.58
                      59      5.12    5.03    4.87      4.64
                      60      5.25    5.14    4.96      4.71
                      61      5.39    5.26    5.06      4.78
                      62      5.53    5.39    5.16      4.84
                      63      5.69    5.52    5.26      4.90
                      64      5.85    5.66    5.36      4.96
                      65      6.03    5.81    5.46      5.02
                      66      6.21    5.96    5.56      5.08
                      67      6.41    6.11    5.66      5.13
                      68      6.62    6.28    5.76      5.18
                      69      6.84    6.44    5.86      5.23
                      70      7.07    6.61    5.96      5.27
                      71      7.32    6.78    6.05      5.31
                      72      7.58    6.96    6.14      5.34
                      73      7.85    7.14    6.23      5.37
                      74      8.14    7.32    6.31      5.40



                    ------------------------------------------
                    FEMALE     60      120      180     240
                             MONTHS   MONTHS   MONTHS  MONTHS
                    ------------------------------------------
                     Age
                    ------------------------------------------
                      55      $4.25    $4.22    $4.18   $4.10
                      56       4.33     4.30     4.25    4.17
                      57       4.41     4.38     4.32    4.23
                      58       4.50     4.47     4.40    4.30
                      59       4.60     4.56     4.48    4.37
                      60       4.70     4.66     4.57    4.44
                      61       4.81     4.76     4.66    4.51
                      62       4.93     4.86     4.75    4.58
                      63       5.05     4.98     4.85    4.65
                      64       5.18     5.10     4.95    4.72
                      65       5.32     5.22     5.05    4.79
                      66       5.47     5.36     5.16    4.86
                      67       5.63     5.50     5.26    4.93
                      68       5.80     5.65     5.37    5.00
                      69       5.98     5.80     5.49    5.06
                      70       6.18     5.96     5.60    5.12
                      71       6.39     6.14     5.71    5.18
                      72       6.62     6.31     5.83    5.23
                      73       6.86     6.50     5.94    5.28
                      74       7.12     6.69     6.04    5.32

- --------------------------------------------------------------------------------
                                    Page 57
<PAGE>



INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------


          OPTION C TABLES - JOINT AND ONE-HALF SURVIVOR ANNUITY
     Monthly payments for each $1,000 of proceeds by ages of persons named*.

- --------------------------------------------------------------------------------
 MALE                              FEMALE SECONDARY AGE
PRIMARY
  AGE
       -------------------------------------------------------------------------
          60    61    62     63     64    65     66     67    68    69    70
- --------------------------------------------------------------------------------
   60   $4.70 $4.73 $4.76  $4.79  $4.82 $4.85  $4.88  $4.91 $4.94 $4.96 $4.99
   61    4.78  4.81  4.84   4.88   4.91  4.94   4.97   5.00  5.03  5.06  5.09
   62    4.86  4.89  4.93   4.96   5.00  5.03   5.07   5.10  5.13  5.16  5.19
   63    4.94  4.97  5.01   5.05   5.09  5.13   5.16   5.20  5.24  5.27  5.31
   64    5.02  5.06  5.10   5.14   5.18  5.23   5.27   5.31  5.34  5.38  5.42
   65    5.10  5.15  5.19   5.24   5.28  5.33   5.37   5.41  5.46  5.50  5.54
   66    5.19  5.24  5.28   5.33   5.38  5.43   5.48   5.52  5.57  5.62  5.66
   67    5.28  5.33  5.38   5.43   5.48  5.53   5.59   5.64  5.69  5.74  5.79
   68    5.37  5.42  5.48   5.53   5.59  5.64   5.70   5.75  5.81  5.86  5.92
   69    5.46  5.52  5.57   5.63   5.69  5.75   5.81   5.87  5.93  5.99  6.05
   70    5.55  5.61  5.67   5.74   5.80  5.86   5.93   5.99  6.06  6.12  6.19
- --------------------------------------------------------------------------------
*Payments  after the death of the  Primary  Payee will be one-half of the amount
shown.



     Monthly payments for each $1,000 of proceeds by ages of persons named*.

- --------------------------------------------------------------------------------
  MALE                             FEMALE PRIMARY AGE
SCONDARY
  AGE
        ------------------------------------------------------------------------
           60     61     62     63    64     65     66    67    68     69    70
- --------------------------------------------------------------------------------
 60      $4.46  $4.54  $4.62  $4.71 $4.79  $4.88  $4.98 $5.07 $5.17  $5.27 $5.38
 61       4.48   4.56   4.65   4.73  4.82   4.91   5.01  5.11  5.21   5.31  5.42
 62       4.50   4.58   4.67   4.75  4.85   4.94   5.04  5.14  5.25   5.36  5.47
 63       4.52   4.60   4.69   4.78  4.87   4.97   5.07  5.17  5.28   5.40  5.51
 64       4.53   4.62   4.71   4.80  4.90   5.00   5.10  5.21  5.32   5.44  5.56
 65       4.55   4.63   4.72   4.82  4.92   5.02   5.13  5.24  5.35   5.48  5.60
 66       4.56   4.65   4.74   4.84  4.94   5.05   5.16  5.27  5.39   5.51  5.64
 67       4.57   4.66   4.76   4.86  4.96   5.07   5.18  5.30  5.42   5.55  5.68
 68       4.59   4.68   4.78   4.88  4.98   5.09   5.21  5.33  5.45   5.59  5.72
 69       4.60   4.69   4.79   4.89  5.00   5.11   5.23  5.36  5.48   5.62  5.76
 70       4.61   4.70   4.80   4.91  5.02   5.13   5.25  5.38  5.51   5.65  5.80
- --------------------------------------------------------------------------------
*Payments  after the death of the  Primary  Payee will be one-half of the amount
shown.



- --------------------------------------------------------------------------------
                                    Page 58
<PAGE>



INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------



                         OPTION D TABLES - LIFE ANNUITY
                    Monthly payments for each $1,000 applied.


 Male
- --------------------------------------------------------------------------------
 Age                  Age                 Age                Age
- --------------------------------------------------------------------------------
  55       $4.70       60     $5.28       65      $6.10       70      $7.23
  56        4.80       61      5.42       66       6.29       71       7.51
  57        4.91       62      5.57       67       6.50       72       7.80
  58        5.03       63      5.74       68       6.73       73       8.12
  59        5.15       64      5.91       69       6.97       74       8.45
- --------------------------------------------------------------------------------



 Female
- --------------------------------------------------------------------------------
  Age                 Age                 Age                 Age
- --------------------------------------------------------------------------------
   55      $4.25       60      $4.72       65      $5.35       70      $6.25
   56       4.34       61       4.83       66       5.51       71       6.47
   57       4.42       62       4.95       67       5.67       72       6.71
   58       4.52       63       5.07       68       5.85       73       6.97
   59       4.61       64       5.21       69       6.04       74       7.26
- --------------------------------------------------------------------------------

Upon request,  we will provide information on the payments that we will make for
other Payment Intervals, gender combinations, and ages.




- --------------------------------------------------------------------------------
                                    Page 59
<PAGE>



INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------


GROUP CONTRACT


<TABLE>
<CAPTION>

                                             OPTION A TABLE - INCOME FOR A FIXED PERIOD
                                     Payments for fixed number of years for each $1,000 applied.


- ------------------------------------------------------------------------------------------------------------------------------------
Terms of  Annual  Semi-   Quarterly Monthly  Terms of  Annual   Semi-  Quarterly Monthly  Terms of  Annual  Semi-  Quarterly Monthly
Payments          Annual                     Payments           Annual                    Payments          Annual
- ------------------------------------------------------------------------------------------------------------------------------------
 Years                                        Years                                       Years
<S>       <C>      <C>      <C>      <C>        <C>    <C>      <C>      <C>      <C>       <C>     <C>     <C>      <C>       <C> 
   6      184.60   91.62    45.64    15.18      11     108.08   53.64    26.72    8.88      16      79.61   39.51    19.68     6.54
   7      160.51   79.66    39.68    13.20      12     100.46   49.86    24.84    8.26      17      75.95   37.70    18.78     6.24
   8      142.46   70.70    35.22    11.71      13      94.03   46.67    23.25    7.73      18      72.71   36.09    17.98     5.98
   9      128.43   63.74    31.75    10.56      14      88.53   43.94    21.89    7.28      19      69.81   34.65    17.26     5.74
  10      117.23   58.18    28.98     9.64      15      83.77   41.57    20.71    6.89      20      67.22   33.36    16.62     5.53
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>



                      OPTION B TABLE - LIFE ANNUITY
                With Payments For At Least A Fixed Period

               --------------------------------------------
                        60      120       180      240
                      Months   Months    Months   Months
               --------------------------------------------
                Age
               --------------------------------------------
                 55   $4.55     $4.51    $4.44    $4.33
                 56    4.65      4.61     4.52     4.39
                 57    4.76      4.71     4.61     4.46
                 58    4.87      4.81     4.70     4.53
                 59    4.99      4.92     4.79     4.60
                 60    5.12      5.04     4.89     4.67
                 61    5.25      5.16     4.99     4.74
                 62    5.40      5.29     5.09     4.81
                 63    5.55      5.42     5.19     4.87
                 64    5.72      5.56     5.30     4.94
                 65    5.89      5.71     5.40     5.00
                 66    6.08      5.86     5.51     5.06
                 67    6.27      6.02     5.62     5.11
                 68    6.48      6.19     5.72     5.17
                 69    6.71      6.36     5.83     5.22
                 70    6.95      6.54     5.93     5.26
                 71    7.20      6.72     6.03     5.30
                 72    7.46      6.90     6.12     5.34
                 73    7.75      7.08     6.21     5.37
                 74    8.04      7.27     6.30     5.40
               --------------------------------------------



- --------------------------------------------------------------------------------
                                     Page 60
<PAGE>




INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES              PROSPECTUS
- --------------------------------------------------------------------------------


              OPTION C TABLE - JOINT AND ONE-HALF SURVIVOR ANNUITY
     Monthly payments for each $1,000 of proceeds by ages of persons named*.

- --------------------------------------------------------------------------------
                                     Secondary Age
- --------------------------------------------------------------------------------
Primary
 Age     60     61    62     63    64     65    66     67     68     69    70
- --------------------------------------------------------------------------------

  60   $4.73  $4.75 $4.78  $4.80 $4.83  $4.85  $4.87  $4.89  $4.92  $4.93  $4.95
  61    4.81   4.84  4.87   4.90  4.92   4.95   4.97   5.00   5.02   5.04   5.06
  62    4.90   4.93  4.96   4.99  5.02   5.05   5.08   5.11   5.13   5.16   5.18
  63    4.99   5.03  5.06   5.09  5.13   5.16   5.19   5.22   5.25   5.28   5.30
  64    5.09   5.12  5.16   5.20  5.23   5.27   5.30   5.34   5.37   5.40   5.43
  65    5.18   5.22  5.26   5.31  5.35   5.38   5.42   5.46   5.49   5.53   5.56
  66    5.28   5.33  5.37   5.42  5.46   5.50   5.54   5.58   5.62   5.66   5.70
  67    5.38   5.43  5.48   5.53  5.58   5.62   5.67   5.72   5.76   5.80   5.84
  68    5.49   5.54  5.59   5.65  5.70   5.75   5.80   5.85   5.90   5.95   5.99
  69    5.60   5.65  5.71   5.77  5.82   5.88   5.93   5.99   6.04   6.10   6.15
  70    5.71   5.77  5.83   5.89  5.95   6.01   6.07   6.13   6.19   6.25   6.31
- --------------------------------------------------------------------------------
*Payments  after the death of the Primary  Payee will be  one-half  (1/2) of the
amount shown.



                          OPTION D TABLE - LIFE ANNUITY
                   Monthly payments for each $1,000 applied.

       ------------------------------------------------------------------
        Age              Age             Age              Age
       ------------------------------------------------------------------
        55    $4.56      60   $5.14       65   $5.95      70   $7.08
        56     4.67      61    5.28       66    6.14      71    7.36
        57     4.77      62    5.43       67    6.35      72    7.66
        58     4.89      63    5.59       68    6.58      73    7.98
        59     5.01      64    5.76       69    6.82      74    8.33
       ------------------------------------------------------------------


- --------------------------------------------------------------------------------
                                    Page 61
<PAGE>





           ANNUITY INVESTORS[REGISTERED TRADEMARK] VARIABLE ACCOUNT B
                                       OF
         ANNUITY INVESTORS LIFE INSURANCE COMPANY[REGISTERED TRADEMARK]
                       STATEMENT OF ADDITIONAL INFORMATION
                                       FOR
                            THE COMMODORE NAVIGATOR[SERVICEMARK]

       INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES ISSUED BY
         ANNUITY INVESTORS LIFE INSURANCE COMPANY[REGISTERED TRADEMARK]
           P.O. BOX 5423, CINCINNATI, OHIO 45201-5423, (800) 789-6771


   
THIS STATEMENT OF ADDITIONAL  INFORMATION EXPANDS UPON SUBJECTS DISCUSSED IN THE
CURRENT  PROSPECTUS  FOR THE COMMODORE  NAVIGATOR[SERVICEMARK],  INDIVIDUAL  AND
GROUP FLEXIBLE PREMIUM DEFERRED ANNUITY CONTRACTS (THE  "CONTRACTS")  OFFERED BY
ANNUITY INVESTORS LIFE INSURANCE  COMPANY[REGISTERED  TRADEMARK].  A COPY OF THE
PROSPECTUS  DATED  JULY 14,  1997,  AS  SUPPLEMENTED  FROM TIME TO TIME,  MAY BE
OBTAINED  FREE  OF  CHARGE  BY  WRITING  TO  ANNUITY  INVESTORS  LIFE  INSURANCE
COMPANY[REGISTERED TRADEMARK], ADMINISTRATIVE OFFICE, P.O. BOX 5423, CINCINNATI,
OHIO  45201-5423.  TERMS USED IN THE CURRENT  PROSPECTUS  FOR THE  CONTRACTS ARE
INCORPORATED IN THIS STATEMENT OF ADDITIONAL INFORMATION.
    

THIS STATEMENT OF ADDITIONAL  INFORMATION IS NOT A PROSPECTUS AND SHOULD BE READ
ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE CONTRACTS.


   
DATED July 14, 1997
    





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

   
    
- --------------------------------------------------------------------------------
<PAGE>




                                TABLE OF CONTENTS
                                                                            PAGE

ANNUITY INVESTORS LIFE INSURANCE COMPANY[REGISTERED TRADEMARK]...............3

  GENERAL INFORMATION AND HISTORY............................................3
   STATE REGULATION..........................................................3

SERVICES.....................................................................4
  SAFEKEEPING OF SEPARATE ACCOUNT ASSETS.....................................4
  RECORDS AND REPORTS........................................................4
  EXPERTS....................................................................4

DISTRIBUTION OF THE CONTRACTS................................................4


CALCULATION OF PERFORMANCE INFORMATION.......................................5
  MONEY MARKET SUB-ACCOUNT STANDARDIZED YIELD CALCULATION....................5
  OTHER SUB-ACCOUNT STANDARDIZED YIELD CALCULATIONS..........................6
  STANDARDIZED TOTAL RETURN CALCULATION......................................7
  HYPOTHETICAL PERFORMANCE DATA..............................................7
  OTHER PERFORMANCE DATA.....................................................8

FEDERAL TAX MATTERS.........................................................10
  TAXATION OF THE COMPANY...................................................10
  TAX STATUS OF THE CONTRACT................................................11

FINANCIAL STATEMENTS........................................................12



                                       2


<PAGE>


The following  information  supplements the information in the Prospectus  about
the Contracts.  Terms used in this Statement of Additional  Information have the
same meaning as in the Prospectus.


         ANNUITY INVESTORS LIFE INSURANCE COMPANY[REGISTERED TRADEMARK]


GENERAL INFORMATION AND HISTORY

Annuity Investors Life Insurance Company[REGISTERED  TRADEMARK] (the "Company"),
formerly  known as Carillon Life  Insurance  Company,  is a stock life insurance
company  incorporated  under  the laws of the  State  of Ohio in 1981.  The name
change  occurred  in the state of  domicile  on April 12,  1995.  The Company is
principally engaged in the sale of fixed and variable annuity policies.


The   Company  was   acquired   in   November,   1994,   by   American   Annuity
Group[SERVICEMARK],  Inc.  ("AAG") a  Delaware  corporation  that is a  publicly
traded insurance holding company. Great American[REGISTERED TRADEMARK] Insurance
Company ("GAIC"), an Ohio corporation, owns 80% of the common stock of AAG. GAIC
is a  multi-line  insurance  carrier  and a  wholly  owned  subsidiary  of Great
American[REGISTERED  TRADEMARK]  Holding Company ("GAHC"),  an Ohio corporation.
GAHC is a wholly owned subsidiary of American Financial  Corporation ("AFC"), an
Ohio corporation.  AFC is a wholly owned subsidiary of American Financial Group,
Inc.  ("AFG"),  an Ohio corporation that owns 1% of the common stock of AAG. AFG
is a publicly traded holding company which is engaged, through its subsidiaries,
in  financial  businesses  that  include  annuities,   insurance  and  portfolio
investing, and non-financial businesses.


STATE REGULATION

The  Company  is  subject  to the  insurance  laws  and  regulations  of all the
jurisdictions  where it is  licensed  to operate.  The  availability  of certain
Contract  rights and  provisions  depends on state  approval  and/or  filing and
review processes in each such jurisdiction. Where required by law or regulation,
the Contracts will be modified accordingly.


                                    SERVICES


SAFEKEEPING OF SEPARATE ACCOUNT ASSETS

Title to assets of the  Separate  Account is held by the  Company.  The Separate
Account assets are segregated from the Company's general account assets. Records
are  maintained of all purchases and  redemptions of Fund shares held by each of
the Sub-Accounts.

Title to assets of the Fixed  Account is held by the Company  together  with the
Company's general account assets.

                                       3

<PAGE>



RECORDS AND REPORTS

All records and accounts  relating to the Fixed Account and the Separate Account
will be maintained by the Company.  As presently  required by the  provisions of
the  Investment  Company Act of 1940,  as amended  ("1940  Act"),  and rules and
regulations  promulgated  thereunder  which  pertain  to the  Separate  Account,
reports  containing such information as may be required under the 1940 Act or by
other  applicable law or regulation will be sent to each Owner  semi-annually at
the Owner's last known address.


EXPERTS

The  statutory-basis  financial  statements  of the  Company  included  in  this
Statement  of  Additional  Information  have been  audited by Ernst & Young LLP,
independent  auditors,  to the extent  indicated  in their  report  thereon also
appearing elsewhere herein. Such statutory-basis  financial statements have been
included  herein in reliance  upon such report given upon the  authority of such
firm as experts in accounting and auditing.



                          DISTRIBUTION OF THE CONTRACTS

The offering of the Contracts is expected to be continuous, and the Company does
not anticipate discontinuing the offering of the Contracts. However, the Company
reserves the right to discontinue the offering of the Contracts.


                     CALCULATION OF PERFORMANCE INFORMATION


MONEY MARKET SUB-ACCOUNT STANDARDIZED YIELD CALCULATION

In accordance with rules and regulations  adopted by the Securities and Exchange
Commission,   the  Company  computes  the  Money  Market  Sub-Account's  current
annualized  yield for a  seven-day  period in a manner  which does not take into
consideration  any realized or unrealized gains or losses on shares of the Money
Market Fund or on its portfolio  securities.  This current  annualized  yield is
computed by determining  the net change  (exclusive of realized gains and losses
on the sale of securities and unrealized  appreciation and  depreciation) in the
value of a hypothetical account having a balance of one unit of the Money Market
Sub-Account at the beginning of such seven-day period,  dividing such net change
in the  value of the  hypothetical  account  by the  value  of the  hypothetical
account at the  beginning of the period to determine  the base period return and
annualizing this quotient on a 365-day basis. The net change in the value of the
hypothetical  account reflects the deductions for the Mortality and Expense Risk
and  Administration  Charges and income and expenses  accrued during the period.
Because of these deductions,  the yield for the Money Market  Sub-Account of the
Separate  Account  will be lower than the yield for the Money Market Fund or any
comparable substitute funding vehicle.


                                       4
<PAGE>



The Securities and Exchange  Commission also permits the Company to disclose the
effective yield of the Money Market  Sub-Account for the same seven-day  period,
determined on a compounded basis. The effective yield is calculated according to
the following formula:

EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1)[SUPERSCRIPT]365/7] - 1

The  yield  on  amounts  held in the  Money  Market  Sub-Account  normally  will
fluctuate on a daily basis.  Therefore,  the disclosed  yield for any given past
period is not an indication or representation of future yields. The Money Market
Sub-Account's  actual  yield is affected  by changes in interest  rates on money
market  securities,  average  portfolio  maturity  of the Money  Market  Fund or
substitute funding vehicle,  the types and quality of portfolio  securities held
by the Money Market Fund or substitute funding vehicle,  and operating expenses.
IN  ADDITION,  THE YIELD  FIGURES DO NOT  REFLECT  THE EFFECT OF ANY  CONTINGENT
DEFERRED  SALES CHARGE  ("CDSC") (OF UP TO 7% OF PURCHASE  PAYMENTS) THAT MAY BE
APPLICABLE ON SURRENDER.


OTHER SUB-ACCOUNT STANDARDIZED YIELD CALCULATIONS

The Company may from time to time disclose the current  annualized  yield of one
or more of the Sub-Accounts (other than the Money Market Sub-Account) for 30-day
periods. The annualized yield of a Sub-Account refers to the income generated by
the  Sub-Account  over  a  specified  30-day  period.   Because  this  yield  is
annualized,  the yield  generated by a  Sub-Account  during the 30-day period is
assumed to be generated  each 30-day  period.  The yield is computed by dividing
the net investment  income per Accumulation Unit earned during the period by the
price  per  unit on the  last  day of the  period,  according  to the  following
formula:

YIELD = 2[(a-b[OVER] cd + 1)[SUPERSCRIPT]6 - 1]

Where

      a=    net  investment  income  earned  during the period by the  Portfolio
            attributable to the shares owned by the Sub-Account.

      b=    expenses  for  the  Sub-Account  accrued  for  the  period  (net  of
            reimbursements).

      c=    the average daily number of Accumulation  Units  outstanding  during
            the period.

      d=    the maximum offering price per Accumulation  Unit on the last day of
            the period.


                                       5
<PAGE>



Net  investment   income  will  be  determined  in  accordance  with  rules  and
regulations  established  by the  Securities  and Exchange  Commission.  Accrued
expenses will include all recurring fees that are charged to all Contracts.  The
yield  calculations do not reflect the effect of any CDSC that may be applicable
to a particular  Contract.  CDSCs range from 7% to 0% of the  Purchase  Payments
withdrawn  depending  on the  elapsed  time since the  receipt of such  Purchase
Payments. 

Because of the charges and deductions imposed by the Separate Account, the yield
for a Sub-Account will be lower than the yield for the  corresponding  Fund. The
yield on  amounts  held in a  Sub-Account  normally  will  fluctuate  over time.
Therefore,  the  disclosed  yield for any given period is not an  indication  or
representation  of future yields or rates of return.  The  Sub-Account's  actual
yield will be affected by the types and quality of portfolio  securities held by
the Fund and its operating expenses.

STANDARDIZED TOTAL RETURN CALCULATION

The Company may from time to time also disclose average annual total returns for
one or more of the  Sub-Accounts  for various  periods of time.  Average  annual
total return  quotations are computed by finding the average  annual  compounded
rates of return  over one-,  five- and  ten-year  periods  that would  equal the
initial  amount  invested  to the  ending  redeemable  value,  according  to the
following formula:

P(1 + T)[SUPERSCRIPT]n = ERV

Where

      P     =     a hypothetical initial payment of $1,000.

      T     =     average annual total return.

      n     =     number of years.

      ERV   =     "ending  redeemable value" of a hypothetical  $1,000 payment
                  made at the beginning of the one-, five- or ten-year period at
                  the end of the one-,  five- or ten-year  period (or fractional
                  portion thereof).

All recurring fees,  such as the Contract  Maintenance Fee and the Mortality and
Expense Risk Charge,  which are charged to all Contracts  are  recognized in the
ending  redeemable  value.  The average  annual total return  calculations  will
reflect the effect of any CDSCs that may be applicable to a particular period.


                                       6
<PAGE>



HYPOTHETICAL PERFORMANCE DATA

The Company may also disclose "hypothetical" performance data for a Sub-Account,
for  periods  BEFORE the  Sub-Account  commenced  operations.  Such  performance
information for the Sub-Account  will be calculated  based on the performance of
the corresponding  Fund and the assumption that the Sub-Account was in existence
for the same periods as those indicated for the Fund, with the level of Contract
charges  currently in effect.  The Fund used for these  calculations will be the
actual  Fund in  which  the  Sub-Account  invests.  

This type of hypothetical  performance  data may be disclosed on both an average
annual total return and a cumulative  total return  basis.  Moreover,  it may be
disclosed assuming that the Contract is not surrendered (I.E., with no deduction
for a CDSC) or  assuming  that the  Contract  is  surrendered  at the end of the
applicable period (I.E., reflecting a deduction for any applicable CDSC).

OTHER PERFORMANCE DATA

The Company may from time to time disclose other  non-standardized  total return
in  conjunction  with  the   standardized   performance  data  described  above.
Non-standardized  data may  reflect  no CDSC or present  performance  data for a
period other than that required by the standardized format. The Company may from
time  to time  also  disclose  cumulative  total  return  calculated  using  the
following formula assuming that the CDSC percentage is 0%:

CTR = (ERV/P) - 1

Where:

      CTR  =      the  cumulative  total  return  net of  Sub-Account  recurring
                  charges,  other than the  Contract  Maintenance  Fee,  for the
                  period.
   
      ERV  =      ending  redeemable  value of a hypothetical $10,000 payment at
                  the beginning of the one-, five- or ten-year period at the end
                  of the one-,  five- or ten-year period (or fractional  portion
                  thereof).
    
   
      P     =     a hypothetical initial payment of $10,000.
    
All  non-standardized  performance data will be advertised only if the requisite
standardized performance data is also disclosed.


                                       7
<PAGE>



The  Contracts  may be compared in  advertising  materials  to  Certificates  of
Deposit  ("CDs")  or other  investments  issued  by  banks  or other  depository
institutions.  Variable  annuities  differ  from  bank  investments  in  several
respects.  For example,  variable  annuities may offer higher potential  returns
than CDs.  However,  unless you have elected to invest in only the Fixed Account
Options,  the  Company  does  not  guarantee  your  return.  Also,  none of your
investments  under the  Contract,  whether  allocated to the Fixed  Account or a
Sub-Account, are FDIC-insured.

Advertising  materials  for  the  Contracts  may,  from  time to  time,  address
retirement needs and investing for retirement, the usefulness of a tax-qualified
retirement  plan,  saving for college,  or other investment  goals.  Advertising
materials for the Contracts may discuss,  generally, the advantages of investing
in  a  variable  annuity  and  the  Contract's  particular  features  and  their
desirability  and may compare  Contract  features  with those of other  variable
annuities and investment  products of other issuers.  Advertising  materials may
also include a discussion of the balancing of risk and return in connection with
the  selection  of  investment   options  under  the  Contracts  and  investment
alternatives  generally,  as well as a  discussion  of the risks and  attributes
associated with the investment options under the Contracts. A description of the
tax  advantages  associated  with  the  Contracts,   including  the  effects  of
tax-deferral  under a variable  annuity or  retirement  plan  generally,  may be
included as well.  Advertising  materials for the Contracts may quote or reprint
financial or business  publications and periodicals,  including model portfolios
or  allocations,  as they relate to current  economic and political  conditions,
management  and  composition  of the underlying  Funds,  investment  philosophy,
investment  techniques,  the  desirability  of  owning  the  Contract  and other
products  and  services  offered by the Company or AAG  Securities,  Inc.  ("AAG
Securities").

The  Company  or  AAG  Securities  may  provide  information  designed  to  help
individuals  understand  their  investment  goals and explore various  financial
strategies.  Such information may include:  information  about current economic,
market and political  conditions;  materials that describe general principles of
investing,  such as asset allocation,  diversification,  risk tolerance and goal
setting;  questionnaires  designed to help create a personal  financial profile;
worksheets used to project savings needs based on assumed rates of inflation and
hypothetical rates of return; and alternative investment strategies and plans.

Ibbotson  Associates  of Chicago,  Illinois  ("Ibbotson"),  provides  historical
returns of the capital  markets in the United States,  including  common stocks,
small  capitalization  stocks,  long-term  corporate  bonds,   intermediate-term
government bonds,  long-term government bonds,  Treasury bills, the U.S. rate of
inflation  (based on the Consumer  Price  Index),  and  combinations  of various
capital  markets.  The  performance  of these  capital  markets  is based on the
returns of different indices.


                                       8
<PAGE>



Advertising materials for the Contracts may use the performance of these capital
markets in order to demonstrate general risk-versus-reward investment scenarios.
Performance  comparisons may also include the value of a hypothetical investment
in any of these capital markets.  The risk associated with the security types in
any  capital  market  may  or  may  not  correspond  directly  to  those  of the
Sub-Accounts and the Funds.  Advertising  materials may also compare performance
to that of  other  compilations  or  indices  that  may be  developed  and  made
available in the future.

In addition,  advertising materials may quote various measures of volatility and
benchmark correlations for the Sub-Accounts and the respective Funds and compare
these volatility measures and correlations with those of other separate accounts
and  their  underlying   funds.   Measures  of  volatility  seek  to  compare  a
sub-account's,  or its underlying fund's, historical share price fluctuations or
total  returns  to those  of a  benchmark.  Measures  of  benchmark  correlation
indicate how valid a  comparative  benchmark  may be. All measures of volatility
and correlation are calculated using averages of historical data.



                               FEDERAL TAX MATTERS

The  Contracts  and  any  Certificates   thereunder  are  designed  for  use  by
individuals as a non-tax-qualified  annuity (including Contracts purchased by an
employer  in  connection  with a Code  Section  457  or  non-qualified  deferred
compensation  plan),  and  with  arrangements  which  qualify  for  special  tax
treatment  under  Section  401, 403 or 408 of the Code.  The ultimate  effect of
federal taxes on the Account Value, on Annuity Benefits or on the Death Benefit,
and on the  economic  benefit  to the Owner  Participant,  Annuitant  and/or the
Beneficiary  may depend on the type of retirement plan for which the Contract is
purchased,  on the tax and employment status of the individual  concerned and on
the  Company's  tax  status.  THE  FOLLOWING  DISCUSSION  IS GENERAL  AND IS NOT
INTENDED AS TAX  ADVICE.  Any person  concerned  about tax  implications  should
consult a competent  tax adviser.  This  discussion  is based upon the Company's
understanding  of the  present  federal  income  tax laws as they are  currently
interpreted by the Internal Revenue Service. No representation is made as to the
likelihood of  continuation of present federal income tax laws or of the current
interpretations by the Internal Revenue Service.  Moreover,  no attempt has been
made to consider any applicable state or other tax laws.


TAXATION OF THE COMPANY

The Company is taxed as a life insurance company under Part I of Subchapter L of
the Code. Since the Separate Account is not an entity separate from the Company,
and its operations form a part of the Company,  it will not be taxed  separately
as a "regulated  investment company" under Subchapter M of the Code.  Investment
income and realized capital gains are automatically applied to increase reserves
under the Contracts. Under existing federal income tax law, the Company believes
that it will not be taxed on the Separate Account investment income and realized
net  capital  gains to the  extent  that such  income  and gains are  applied to
increase the reserves under the Contracts.


                                       9
<PAGE>


Accordingly,  the  Company  does not  anticipate  that it will incur any federal
income tax liability  attributable to the Separate Account and,  therefore,  the
Company  does not intend to make  provisions  for any such  taxes.  However,  if
changes in the federal tax laws or interpretations thereof result in the Company
being taxed on income or gains  attributable to the Separate  Account,  then the
Company may impose a charge  against the Separate  Account (with respect to some
or all Contracts) in order to set aside provisions to pay such taxes.


TAX STATUS OF THE CONTRACT

Section  817(h)  of  the  Code  requires  that  with  respect  to  Non-Qualified
Contracts,   the  investments  of  the  Funds  be  "adequately  diversified"  in
accordance  with Treasury  regulations  in order for the Contracts to qualify as
annuity  contracts  under  federal tax law.  The Separate  Account,  through the
Funds, intends to comply with the diversification requirements prescribed by the
Treasury  in Reg.  Sec.  1.817-5,  which  affect  how the  Funds'  assets may be
invested.

In certain circumstances, Owners of individual variable annuity contracts may be
considered  the owners,  for federal  income tax purposes,  of the assets of the
separate  accounts  used to support  their  contracts.  In those  circumstances,
income and gains from the  separate  account  assets  would be  included  in the
variable contract owner's gross income.  The Internal Revenue Service has stated
in published rulings that a variable contract owner will be considered the owner
of  separate  account  assets  if the  contract  owner  possesses  incidents  of
ownership in those assets,  such as the ability to exercise  investment  control
over the assets. The Treasury Department has also announced,  in connection with
the issuance of regulations concerning  diversification,  that those regulations
"do not provide guidance  concerning the circumstances in which investor control
of the  investments of a segregated  asset account may cause the investor [I.E.,
the Owner or Participant],  rather than the insurance company,  to be treated as
the owner of the assets in the  account."  This  announcement  also  stated that
guidance  would be issued by way of  regulations  or rulings  on the  "extent to
which  policyholders  may direct their  investments  to  particular  subaccounts
without  being  treated as owners of the  underlying  assets." As of the date of
this Statement of Additional Information, no guidance has been issued.


The  ownership  rights  under the  Contracts  are similar to, but  different  in
certain  respects  from,  those  described  by the Internal  Revenue  Service in
rulings  in which it was  determined  that  contract  owners  were not owners of


                                       10
<PAGE>



separate  account assets.  For example,  the Owner or Participant has additional
flexibility in allocating Purchase Payments and Account Value. These differences
could result in an Owner's or Participant's  being treated as the owner of a PRO
RATA portion of the assets of the Separate  Account  and/or  Fixed  Account.  In
addition, the Company does not know what standards will be set forth, if any, in
the  regulations or rulings which the Treasury  Department has stated it expects
to issue.  The Company  therefore  reserves the right to modify the Contracts as
necessary to attempt to prevent an Owner or  Participant  from being  considered
the owner of a PRO RATA share of the assets of the Separate Account.


                              FINANCIAL STATEMENTS

The Company's audited  statutory-basis  financial statements for the years ended
December 31, 1996 and 1995 are included herein.


The financial statements of the Company included in this Statement of Additional
Information  should be considered  only as bearing on the ability of the Company
to meet its  obligations  under the Contracts.  They should not be considered as
bearing  on the  investment  performance  of the  assets  held  in the  Separate
Account.



                                       11

<PAGE>


                    ANNUITY INVESTORS LIFE INSURANCE COMPANY

                      STATUTORY-BASIS FINANCIAL STATEMENTS
                         AND OTHER FINANCIAL INFORMATION

                     YEARS ENDED DECEMBER 31, 1996 AND 1995








                                    CONTENTS


                         Report of Independent Auditors


                  Audited Statutory-Basis Financial Statements


                        Balance Sheets - Statutory-Basis
                   Statements of Operations - Statutory-Basis
         Statements of Changes in Capital and Surplus - Statutory-Basis
                   Statements of Cash Flows - Statutory-Basis
                  Notes to Statutory-Basis Financial Statements

                           Other Financial Information

        Supplemental Schedule of Selected Statutory-Basis Financial Data
    Note to Supplemental Schedule of Selected Statutory-Basis Financial Data



                                       12
<PAGE>




ERNST & YOUNG LLP             1300 Chiquita Center          Phone: 513-621-6450
                              250 East Fifth Street
                             Cincinnati, Ohio 45202



                         REPORT OF INDEPENDENT AUDITORS


Board of Directors
Annuity Investors Life Insurance Company

We have  audited  the  accompanying  statutory-basis  balance  sheets of Annuity
Investors  Life  Insurance  Company ("the  Company") as of December 31, 1996 and
1995,  and the related  statutory-basis  statements  of  operations,  changes in
capital and surplus,  and cash flows for the years then ended.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.


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


As described in Notes B and J to the financial statements,  the Company presents
its financial  statements in conformity with the accounting practices prescribed
or permitted  by the Ohio  Insurance  Department,  which  practices  differ from
generally accepted accounting  principles.  The variances between such practices
and generally accepted accounting principles and the effects on the accompanying
financial statements are described in Notes B and J.


In our opinion,  because of the effects of the matter described in the preceding
paragraph,  the financial statements referred to above do not present fairly, in
conformity with generally accepted accounting principles, the financial position
of Annuity  Investors Life  Insurance  Company at December 31, 1996 and 1995, or
the results of its operations or its cash flows for the years then ended.


Also, in our opinion, the financial statements referred to above present fairly,
in all material  respects,  the  financial  position of Annuity  Investors  Life
Insurance  Company  at  December  31,  1996 and  1995,  and the  results  of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
accounting practices prescribed or permitted by the Ohio Insurance Department.


Our  audits  were  conducted  for the  purpose  of  forming  an  opinion  on the
statutory-basis   financial  statements  taken  as  a  whole.  The  accompanying
supplemental schedule of selected statutory-basis financial data is presented to
comply  with  the  National  Association  of  Insurance   Commissioners'  Annual
Statement  Instructions  and  is not a  required  part  of  the  statutory-basis
financial  statements.  Such  information  has been  subjected  to the  auditing
procedures applied in our audit of the statutory-basis financial statements and,
in our opinion,  is fairly  stated in all  material  respects in relation to the
statutory-basis financial statements taken as a whole.


Cincinnati, Ohio                                          ERNST & YOUNG LLP
February 28, 1997



                                       13
<PAGE>



                    ANNUITY INVESTORS LIFE INSURANCE COMPANY
                                 BALANCE SHEETS
                                 STATUTORY-BASIS


                                                               DECEMBER 31
                                                      --------------------------
                                                          1996           1995
                                                      -----------    -----------
ADMITTED ASSETS
Cash and investments:
    Fixed maturities - at amortized cost
       (market value - $22,445,536 and $8,648,412)    $22,996,685    $ 8,554,641
    Policy loans                                           41,190           --
    Short-term investments                                841,000     15,169,930
    Cash                                                  475,770         93,584
    Other invested assets                                  75,000           --
                                                      -----------    -----------

    Total cash and investments                         24,429,645     23,818,155

Investment income due and accrued                         437,051        220,028
Federal income tax recoverable                            392,995           --
Separate Account assets                                 3,389,109           --
                                                      -----------    -----------

    TOTAL ADMITTED ASSETS                             $28,648,800    $24,038,183
                                                      ===========    ===========


LIABILITIES, CAPITAL AND SURPLUS
Annuity reserves                                      $ 3,676,377    $ 2,842,013
Commissions due and accrued                                53,746            966
General expenses due and accrued                           26,759          7,000
Transfers to Separate Accounts due
  and accrued (net)                                      (206,980)          --
Taxes, licenses and fees due and accrued                    1,900          3,000
Federal income tax payable                                   --            8,952
Asset valuation reserve                                    58,437          2,848
Payable to parent and affiliates                          303,718         58,423
Other liabilities                                           9,402           --
Separate Account liabilities                            3,389,109           --
                                                      -----------    -----------

    TOTAL LIABILITIES                                   7,312,468      2,923,202
                                                      -----------    -----------

Common stock, par value- $125 and $100:
    - 25,000 shares authorized
    - 20,000 shares issued and outstanding              2,500,000      2,000,000
Gross paid-in and contributed surplus                  17,550,000     18,050,000
Unassigned surplus                                      1,286,332      1,064,981
                                                      -----------    -----------

    TOTAL CAPITAL AND SURPLUS                          21,336,332     21,114,981
                                                     ------------   ------------

    TOTAL LIABILITIES, CAPITAL AND SURPLUS           $ 28,648,800   $ 24,038,183
                                                     ============   ============

                   See notes to statutory financial statements



                                       14
<PAGE>


                    ANNUITY INVESTORS LIFE INSURANCE COMPANY
                            STATEMENTS OF OPERATIONS
                                 STATUTORY-BASIS



                                                     YEAR ENDED DECEMBER 31
                                                   --------------------------
                                                        1996           1995
                                                   -----------    -----------  

REVENUES
    Premiums and annuity considerations            $    38,838    $    58,695
    Deposit-type funds                               4,355,900         16,107
    Net investment income                            1,500,424        552,141
    Other income (expense)                                (639)          --
                                                   -----------    -----------

           Total revenue                             5,894,523        626,943

BENEFITS AND EXPENSES
    Increase in aggregate reserves                     834,364        157,637
    Policyholders' benefits                            408,089        109,607
    Commissions on premiums, annuity
       considerations and deposit-type funds           257,666            966
    Commissions and expense allowances on
       reinsurance assumed                              48,353         48,689
    General insurance expenses                       1,138,281         34,588
    Taxes, licenses and fees                           103,174         53,577
    Net transfers to Separate Accounts               3,090,948           --
                                                   -----------    -----------

           Total benefits and expenses               5,880,875        405,064
                                                   -----------    -----------

Gain from operations before federal income taxes        13,648        221,879

Provision for federal income taxes                       2,280         74,941
                                                   -----------    -----------

Gain from operations after federal income
   taxes before net realized capital gains              11,368        146,938

Net realized capital gains (losses)
    Gross realized capital gains (losses)              (26,813)            15
    Capital gains tax expense                             --               (5)
    Interest maintenance reserve transfer
       (net of tax)                                     17,428             (8)
                                                   -----------    -----------

           Net realized capital gains (losses)
           after transfer to IMR                        (9,385)             2
                                                   -----------    -----------

NET INCOME                                         $     1,983    $   146,940
                                                   ===========    ===========


                   See notes to statutory financial statements


                                       15
<PAGE>






                    ANNUITY INVESTORS LIFE INSURANCE COMPANY
                  STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
                                 STATUTORY-BASIS



                                                        YEAR ENDED DECEMBER 31
                                                   -----------------------------
                                                       1996               1995
                                                   ------------   -------------
COMMON STOCK
    Balance at beginning of year                   $  2,000,000    $  2,000,000 
    Transfer from gross paid in and                                             
      contributed surplus                               500,000            --   
                                                   ------------    ------------ 
                                                                                
           Balance at end of year                  $  2,500,000    $  2,000,000 
                                                   ============    ============ 
                                                                                
GROSS PAID-IN AND CONTRIBUTED SURPLUS                                           
Balance at beginning of year                       $ 18,050,000    $  3,350,000 
Capital contribution                                       --        14,700,000 
    Transfer to common stock                           (500,000)           --   
                                                   ------------    ------------ 
                                                                                
           Balance at end of year                  $ 17,550,000    $ 18,050,000 
                                                   ============    ============ 
                                                                                
UNASSIGNED FUNDS                                                                
    Balance at beginning of year                   $  1,064,981    $    920,890 
    Net income                                            1,983         146,940 
    Increase in non-admitted assets                     (85,271)           --   
    Increase in asset valuation reserve                 (55,589)           --   
    Adjustment for prior year taxes                     360,228          (2,849)
                                                   ------------    ------------ 
                                                                                
           Balance at end of year                  $  1,286,332    $  1,064,981 
                                                   ============    ============ 
                                                                                
TOTAL CAPITAL AND SURPLUS                          $ 21,336,332    $ 21,114,981 
                                                   ============    ============ 
                                                  

                   See notes to statutory financial statements


                                       16
<PAGE>


                    ANNUITY INVESTORS LIFE INSURANCE COMPANY
                            STATEMENTS OF CASH FLOWS
                                 STATUTORY-BASIS


                                                       YEAR ENDED DECEMBER 31

                                                     1996               1995
                                                 -------------     -------------
OPERATIONS:
    Premiums and annuity considerations           $     38,838     $     58,695 
    Deposit-type funds                               4,355,900           16,107 
    Net investment income                            1,365,858          512,777 
    Net increase in policy loans                       (41,190)            --   
    Policyholder benefits paid                        (408,089)        (109,607)
    Commissions, expenses and premium and                                       
       other taxes paid                             (1,479,640)        (128,854)
    Net transfers to Separate Accounts              (3,297,928)            --   
    Federal income taxes paid                          (44,000)         (42,813)
    Other cash provided                                186,214           47,151 
                                                  ------------     ------------ 
                                                                                
        Net cash provided by operations                675,963          353,456 
                                                                                
INVESTING ACTIVITIES:                                                           
    Sale, maturity or repayment of bonds             2,383,321        1,167,103 
    Purchase of bonds                              (16,931,028)      (1,462,567)
    Other cash applied                                 (75,000)            --   
                                                  ------------     ------------ 
                                                                                
        Net cash used in investment activities     (14,622,707)        (295,464)
                                                                                
FINANCING AND MISCELLANEOUS ACTIVITIES:                                         
    Capital contribution                                   --        14,700,000 
                                                   -----------     ------------ 
                                                                                
        Net cash provided by financing and                                      
         miscellaneous activities                         --        14,700,000  
                                                 -------------     -----------  
                                                                                
        Net (decrease) increase in cash and                                     
         short-term investments                  $ (13,946,744)    $ 14,757,992 
                                                 =============     ============ 
                                                                                
RECONCILIATION BETWEEN YEARS                                                    
    Cash and short-term investments                                             
       at beginning of year                      $  15,263,514     $    505,522 
    Net (decrease) increase in cash                                             
      and short-term investments                   (13,946,744)      14,757,992 
                                                 -------------     ------------
                                                                                
        Cash and short-term investments                                         
         at end of year                          $   1,316,770     $ 15,263,514 
                                                 =============     ============
                                                                   

                   See notes to statutory financial statements


                                       17
<PAGE>



                    ANNUITY INVESTORS LIFE INSURANCE COMPANY
                  NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS
                           DECEMBER 31, 1996 AND 1995


A.  GENERAL

Annuity  Investors Life Insurance  Company  ("AILIC"),  a life insurance company
domiciled in the State of Ohio,  is an indirectly  owned  subsidiary of American
Annuity Group,  Inc.,  ("AAG"),  a publicly traded  financial  services  holding
company of which American  Financial  Group,  Inc. ("AFG") owns 81%. On November
29, 1994, AILIC,  formerly Carillon Life Insurance  Company,  was purchased from
Great American Insurance Company, a wholly-owned subsidiary of AFG.


AILIC's primary product is the variable  annuity sold to both the individual and
group markets. This product is marketed to hospitals,  501(c)(3)  organizations,
public education institutions and other qualified and non-qualified markets.


B.  ACCOUNTING POLICIES

BASIS OF PRESENTATION The accompanying  financial  statements have been prepared
in conformity with accounting  practices prescribed or permitted by the National
Association  of  Insurance   Commissioners   ("NAIC")  and  the  Ohio  Insurance
Department,  which vary in some  respects  from  generally  accepted  accounting
principles ("GAAP"). The more significant of these differences are as follows:


(a) annuity receipts and deposit-type funds are accounted for as revenues versus
liabilities;
(b) an Interest Maintenance Reserve ("IMR") is provided whereby interest related
realized gains and losses are deferred and amortized into investment income over
the expected remaining life of the security sold;
(c) Asset Valuation  Reserves
("AVR") are provided which  reclassify a portion of surplus to liabilities;  
(d)  investments in bonds  considered  "available for sale" (as defined by GAAP)
are generally recorded at amortized cost versus market;
(e) certain general expenses and commissions  relating to the acquisition of new
business are capitalized to Deferred Acquisition Costs ("DAC") and amortized for
GAAP; and
(f) the cost of certain assets designated as "non-admitted  assets" (principally
advance commissions paid to agents), is charged against surplus.


Preparation of the financial  statements  requires  management to make estimates
and  assumptions  that affect amounts  reported in the financial  statements and
accompanying notes. Such estimates and assumptions could change in the future as
more  information  becomes  known which could  impact the amounts  reported  and
disclosed herein.


Certain  reclassifications have been made to the prior year financial statements
to conform to the current year's presentation.


INVESTMENTS  Asset values are generally  stated as follows:  Bonds not backed by
other  loans,  where  permitted,  at amortized  cost using the interest  method;
loan-backed bonds and structured securities,  where permitted, at amortized cost
using the interest method;  short-term  investments at cost; and policy loans at
unpaid balances.



                                       18
<PAGE>



Prepayment  assumptions  for  loan-backed  bonds and structured  securities were
obtained  from  broker  dealer  survey  values  or  internal  estimates.   These
assumptions  are  consistent  with  the  current   interest  rate  and  economic
environment.  Significant  changes in  estimated  cash  flows from the  original
purchase assumptions are accounted for on a prospective basis.


                    ANNUITY INVESTORS LIFE INSURANCE COMPANY
                  NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS
                           DECEMBER 31, 1996 AND 1995


As  prescribed  by the  NAIC,  the  market  value  for  investments  in bonds is
determined  by the  values  included  in the  Valuations  of  Securities  manual
published by the NAIC's  Securities  Valuation  Office.  Those values  generally
represent  quoted  market  value  prices  for  securities  traded in the  public
marketplace  or  analytically  determined  values  by the  Securities  Valuation
Office.


Short-term  investments having original  maturities of three months or less when
purchased are  considered to be cash  equivalents  for purposes of the financial
statements.


The carrying values of cash and short-term  investments  approximate  their fair
values.


Gains or losses on sales of securities are recognized at the time of disposition
with the amount of gain or loss determined on the specific identification basis.


The IMR applies to  interest-related  realized  capital gains and losses (net of
tax) and is intended to defer realized  gains and losses  resulting from changes
in the general level of interest  rates.  The IMR is amortized  into  investment
income over the approximate remaining life of the investments sold.


The AVR  provides  for  possible  credit-related  losses  on  securities  and is
calculated  according to a specified  formula as  prescribed by the NAIC for the
purpose of  stabilizing  surplus  against  fluctuations  in the market  value of
investment  securities.  Changes in the  required  reserve  balances are made by
direct credits or charges to surplus.


PREMIUMS Annuity premiums and deposit-type  funds are recognized as revenue when
due.


SEPARATE  ACCOUNTS  Separate  account  assets and  liabilities  reported  in the
accompanying  balance sheets  represent funds that are separately  administered,
principally for annuity contracts, and for which the contractholder, rather than
AILIC, bears the investment risk. Separate account contractholders have no claim
against the assets of the general account of AILIC.  Separate account assets are
reported at market  value.  The  operations  of the  separate  accounts  are not
included in the  accompanying  financial  statements.  Fees  charged on separate
account policyholder deposits are included in other income.


ANNUITY  RESERVES  Annuity  reserves are developed by actuarial  methods and are
determined  based on published tables using statutory  specified  interest rates
and valuation  methods that will provide,  in the  aggregate,  reserves that are
greater  than or equal to the minimum  amounts  required by law. The fair market
value of the reserves approximates the statement value.


REINSURANCE  Reinsurance premiums,  benefits and expenses are accounted for on a
basis consistent with those used in accounting for the original  policies issued
and the terms of the reinsurance contracts.



                                       19
<PAGE>



                    ANNUITY INVESTORS LIFE INSURANCE COMPANY
            NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS - CONTINUED
                           DECEMBER 31, 1996 AND 1995


C.  INVESTMENTS

At  December  31,  1996,  fixed  maturity  investments  in U.S.  Government  and
government  agencies and  authorities had a carrying value of $9.0 million and a
market  value of $8.7  million,  gross  unrealized  gains of  $42,370  and gross
unrealized losses of ($361,158).  All other corporate fixed maturity investments
at December 31, 1996,  had a carrying  value of $13.9  million,  market value of
$13.7 million, gross unrealized gains of $111,747 and gross unrealized losses of
($344,107).  At December 31, 1995, fixed maturity investments in U.S. Government
and government agencies and authorities had a carrying value and market value of
$7.3 million,  gross unrealized gains of $74,700 and gross unrealized  losses of
($45,100).  All other corporate fixed maturity investments at December 31, 1995,
had a  carrying  value of $1.3  million,  market  value of $1.4  million,  gross
unrealized gains of $64,700 and gross unrealized losses of ($600).


Proceeds from sales of fixed maturity  investments were $2.4 million in 1996 and
$1.2 million in 1995.  Gross realized gains of $3,525 and $18 and gross realized
losses of $30,338  and $3 were  realized  on those  sales  during 1996 and 1995,
respectively.


U.S.  Treasury Notes with a carrying value of $6.1 million at December 31, 1996,
were on deposit as required by the insurance departments of various states.


The table below sets forth the scheduled  maturities  of AILIC's fixed  maturity
investments as of December 31, 1996:



                                              Carrying                Market
                                                Value                 Value
Bonds by maturity:
  Due within 1 year or less                  $   100,629          $     102,406
  Over 1 year through 5 years                  5,968,341              5,886,647
  Over 5 years through 10 years               12,735,872             12,421,027
  Over 10 years through 20 years               3,655,618              3,500,404
  Over 20 years                                  536,225                535,052
                                             -----------            -----------

       Total bonds by maturity               $22,996,685            $22,445,536
                                             ===========            ===========

Net investment income consisted 
 of the following:

                                                 1996                     1995
                                                 ----                     ----

    Bonds                                    $ 1,369,442          $     447,488
    Short-term investments                       159,533                 72,980
    Cash on hand and on deposit                    1,250                 41,582
    Policy loans                                   1,153                      -
    Aggregate write-ins for investment 
      income                                          54                      -
                                              ----------          -------------

               Gross investment income         1,531,432                562,050

    Investment expenses                          (31,008)                (9,909)
                                              ----------          -------------

               Net investment income          $1,500,424          $     552,141
                                              ==========          =============


                                       20
<PAGE>



                    ANNUITY INVESTORS LIFE INSURANCE COMPANY
            NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS - CONTINUED
                           DECEMBER 31, 1996 AND 1995


D.  FEDERAL INCOME TAXES

AILIC's amount of federal income taxes incurred for  recoupement in the event of
future losses is approximately $2,000 in 1996.


E.  RELATED PARTY TRANSACTIONS

On December 30, 1993,  AILIC  entered into a  reinsurance  agreement  with Great
American  Life  Insurance  Company  ("GALIC"),   an  affiliated  Ohio  domiciled
insurance company, which became AILIC's immediate parent in 1995. As a result of
the  transaction,  AILIC assumed $2.6 million in deferred  annuity  reserves and
received an equivalent amount of assets. Premiums of $38,838 in 1996 and $58,695
in 1995  consisted  of assumed  reinsurance  from GALIC in  accordance  with the
agreement.  The  reinsurance  agreement will be terminated as of January 1, 1997
and an equal amount of assets and annuity reserves will be transferred to GALIC.


AILIC has an agreement  with American  Money  Management,  Inc. (an  affiliate),
subject to the  direction of the Finance  Committee of AILIC,  whereby  American
Money Management,  Inc., provides investment  management  services.  In 1996 and
1995, AILIC paid $15,095 and $11,666, respectively, in management fees.


AILIC has an agreement with AAG Securities,  Inc., a wholly-owned  subsidiary of
AAG,  whereby AAG  Securities is the principal  underwriter  and  distributor of
AILIC's variable contracts.  AILIC pays AAG Securities for acting as underwriter
under a distribution  agreement. In 1996 and 1995, AILIC paid $257,666 and $966,
respectively, in commissions.


Certain administrative,  management, accounting, data processing,  underwriting,
claim,  collection and investment services are provided under agreements between
AILIC  and  affiliates  at  charges  not   unfavorable  to  AILIC  or  insurance
affiliates. In 1996 and 1995, AILIC paid $277,505 and $0, respectively,  in fees
to affiliates.


F.  DIVIDEND RESTRICTIONS

The amount of dividends  which can be paid by AILIC  without  prior  approval of
regulatory  authorities  is  subject to  restrictions  relating  to capital  and
surplus and net income. AILIC may pay approximately $1.3 million in dividends in
1997 based on capital and surplus, without prior approval.


G.  ANNUITY RESERVES, EXCLUDING SEPARATE ACCOUNTS

At  December  31,  1996,  $2.7  million  or 72.2% of AILIC's  annuity  reserves,
excluding  Separate Accounts,  were subject to discretionary  withdrawal without
adjustment,  and $1.0 million or 27.8% were subject to discretionary  withdrawal
at book value less  surrender  charges of 5% or more. As of 1995,  there were no
purchase payments allocated or investments held in the Separate Account.



                                       21
<PAGE>


                    ANNUITY INVESTORS LIFE INSURANCE COMPANY
            NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS - CONTINUED
                           DECEMBER 31, 1996 AND 1995



H.  SEPARATE ACCOUNT

The Company writes individual and group  non-guaranteed  variable annuities.  In
1996,  the  General  Account  had  net  transfers  to the  Separate  Account  of
$3,090,948,  consisting of transfers to the Separate  Account of $3,337,987  and
transfers from the Separate Account of $247,039,  including  contingent deferred
sales  charges of  $198,353.  In 1995,  there were no  transfers  to or from the
Separate Account.


All Separate  Account reserves are  non-guaranteed  and subject to discretionary
withdrawal  at market  value.  In 1995,  there were no reserves in the  Separate
Account.  In 1996,  funds in the  Separate  Account had a total  market value of
$3,389,109 and amortized cost of $3,335,765,  resulting in net unrealized  gains
of $53,344, consisting of gross unrealized gains of $57,307 and gross unrealized
losses of ($3,963).


I.  OTHER ITEMS

The  increase in the number of  insurance  companies  that are under  regulatory
supervision  has resulted,  and is expected to continue to result,  in increased
assessments  by state  guaranty  funds  to  cover  losses  to  policyholders  of
insolvent or rehabilitated insurance companies.  Those mandatory assessments may
be partially  recovered  through  deduction in future  premium  taxes in certain
states. GALIC is responsible for payment of all assessments relating to premiums
earned in accordance with the reinsurance agreement discussed in Note E.


The Company  increased  the par value on the  authorized  shares of common stock
from  $100  a  share  to  $125  a  share  during  1996.   This   resulted  in  a
reclassification between gross paid in and contributed surplus and common stock.


J.  VARIANCES FROM GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

The  accompanying  financial  statements  have been prepared in conformity  with
accounting  practices  prescribed  or permitted by the National  Association  of
Insurance  Commissioners ("NAIC") and the Ohio Insurance Department,  which vary
in some respects from generally accepted  accounting  principles  ("GAAP").  The
following  table  summarizes the  differences  between net income and surplus as
determined in accordance  with statutory  accounting  practices and GAAP for the
years ended December 31, 1996 and 1995:



                                       22
<PAGE>

<TABLE>
<CAPTION>


                                                              NET INCOME                 CAPITAL AND SURPLUS
                                                      ----------------------------    ---------------------------
                                                             1996          1995            1996          1995
                                                      -------------   ------------    -------------  ------------

<S>                                                  <C>             <C>             <C>             <C>         
As reported on a statutory basis                     $      1,983    $    146,940    $ 21,336,332    $ 21,114,981
    Commissions capitalized to DAC                        257,666             954         257,666             954
    General expenses capitalized to DAC                   569,139            --           569,139            --
    Taxes, licenses and fees capitalized to DAC            51,587            --            51,587            --
    Amortization of DAC                                   (51,969)           --           (51,969)           --
    Capital gains transferred to IMR, net of tax          (17,428)              8         (17,428)              8
    Amortization of IMR, net of tax                           814            --               814            --
    Contingent deferred sales charge                     (262,297)           --          (262,297)           --
    Federal income taxes                                 (190,841)         (3,051)       (190,841)         (3,051)
    Unrealized gain (loss) adjustment                        --              --          (352,697)         38,109
    AVR adjustment                                           --              --            55,589           2,848
    Non-admitted assets adjustment                           --              --            85,271            --
    Prior year tax adjustment                                --              --          (360,228)           --
    Prior year stat to GAAP cumulative adjustments           --              --            38,868            --
                                                                     ------------    ------------    ------------

        Total GAAP adjustments                            356,671          (2,089)       (176,526)         38,868
                                                     ------------    ------------    ------------    ------------

GAAP basis                                           $    358,654    $    144,851    $ 21,159,806    $ 21,153,849
                                                     ============    ============    ============    ============
</TABLE>




                                       23
<PAGE>
















                           OTHER FINANCIAL INFORMATION














                                       24
<PAGE>


                    ANNUITY INVESTORS LIFE INSURANCE COMPANY
        SUPPLEMENTAL SCHEDULE OF SELECTED STATUTORY-BASIS FINANCIAL DATA
                                DECEMBER 31, 1996


Investment income earned:
    Bonds                                                         $  1,369,442
    Short-term investments                                             159,533
    Cash on hand and on deposit                                          1,250
    Policy loans                                                         1,153
    Aggregate write-ins for investment income                               54
                                                                 -------------

               Gross investment income                            $  1,531,432
                                                                  ============

Bonds and short-term investments by class (statement value):
    Class      "1"                                                 $19,566,716
    Class      "2"                                                   2,334,053
    Class      "3"                                                   1,126,918
    Class      "4"                                                     809,998
                                                                 -------------

               Total bonds and short-term investments by class     $23,837,685
                                                                   ===========

Bonds traded:
    Publicly                                                       $22,665,384
    Privately                                                          331,301

               Total bonds traded                                  $22,996,685

Short-term investments (book value)                              $     841,000
                                                                 =============

Cash on deposit                                                  $     475,770
                                                                 =============

Group annuities not fully paid--account balance                   $  3,676,377
                                                                  ============

Bonds and short-term investments by maturity (statement value):
    Due within 1 year or less                                    $     941,629
    Over 1 year through 5 years                                      5,968,341
    Over 5 years through 10 years                                   12,735,872
    Over 10 years through 20 years                                   3,655,618
    Over 20 years                                                      536,225
                                                                 -------------
 
               Total by maturity                                   $23,837,685



NOTE--BASIS OF PRESENTATION
The accompanying schedule presents selected statutory-basis financial data as of
December  31, 1996 and for the year then ended for  purposes of  complying  with
paragraph 9 of the Annual Audited  Financial  Reports in the General  section of
the  National   Association  of  Insurance   Commissioners'   Annual   Statement
Instructions  and agrees to or is included  in the  amounts  reported in AILIC's
1996 Statutory Annual Statement as filed with the Ohio Insurance Department.


                                       25

<PAGE>
PART C
OTHER INFORMATION

ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS

(a)   Financial Statements

      All  required  financial  statements  are included in Parts A or B of this
      Registration Statement.

(b)   Exhibits

      (1)   Resolution  of the Board of  Directors  of  Annuity  Investors  Life
            Insurance Company[REGISTERED TRADEMARK] authorizing establishment of
            Annuity Investors[REGISTERED TRADEMARK] Variable Account B.1/


      (2)   Not Applicable.

   
      (3)   (a)    Distribution   Agreement   between  Annuity   Investors  Life
                   Insurance Company [REGISTERED  TRADEMARK] and AAG Securities,
                   Inc.2/
    

            (b)    Form of Selling  Agreement  between  Annuity  Investors  Life
                   Insurance Company[REGISTERED TRADEMARK], AAG Securities, Inc.
                   and another Broker-Dealer.1/


      (4)   Individual and Group Contract Forms and Endorsements.

   
            (a)    Form  of  Qualified   Individual  Flexible  Premium  Deferred
                   Variable Annuity Contract.2/
    
   
            (b)    Form of Non-Qualified  Individual  Flexible Deferred Variable
                   Annuity Contract.2/
    
   
            (c)    Form  of  Loan  Endorsement  to  Individual  Contract.2/
    
   
            (d)    Form  of Tax  Sheltered  Annuity  Endorsement  to  Individual
                   Contract.2/
    
   
            (e)    Form of Qualified  Pension,  Profit  Sharing and Annuity Plan
                   Endorsement to Individual Contract.2/
    
   
            (f)    Form of Employer Plan  Endorsement to Individual  Contract.2/
    
   
            (g)    Form  of  Individual   Retirement  Annuity  Endorsement  to
                   Individual Contract.2/
    
   
            (h)    Form of Texas Optional  Retirement  Program  Endorsement to
                   Individual Contract.2/
    


                                      C-1

<PAGE>


   
            (i)    Form of Long-Term Care Waiver Rider to Individual Contract.2/
    
   
            (j)    Form of Simple IRA Endorsement to Individual  Contract.2/
    
   
            (k)    Form of Group  Flexible  Premium  Deferred  Variable  Annuity
                   Contract.2/
    
   
            (l)    Form of Certificate of  Participation  under a Group Flexible
                   Premium Deferred Variable Annuity Contract.2/
    
   
            (m)    Form of Loan Endorsement to Group Contract.2/
    
   
            (n)    Form of Loan  Endorsement  to  Certificate  of  Participation
                   under a Group Contract.2/
    
   
            (o)    Form  of  Tax   Sheltered   Annuity   Endorsement   to  Group
                   Contract.2/
    
   
            (p)    Form of Tax Sheltered Annuity Endorsement to Certificate
                   of Participation under a Group Contract.2/
    
   
            (q)    Form of Qualified  Pension,  Profit  Sharing and Annuity Plan
                   Endorsement to Group Contract.2/
    
   
            (r)    Form of Qualified  Pension,  Profit  Sharing and Annuity Plan
                   Endorsement  to Certificate  of  Participation  under a Group
                   Contract.2/
    
   
            (s)    Form of Employer Plan Endorsement to Group Contract.2/
    
   
            (t)    Form  of  Employer  Plan   Endorsement   to   Certificate  of
                   Participation under a Group Contract.2/
    
   
            (u)    Form  of   Deferred   Compensation   Endorsement   to   Group
                   Contract.2/
    
   
            (v)    Form of Deferred  Compensation  Endorsement to Certificate of
                   Participation under a Group Contract.2/
    
   
            (w)    Form of Texas  Optional  Retirement  Program  Endorsement  to
                   Group Contract.2/
    


                                      C-2
<PAGE>



   
            (x)    Form of Texas  Optional  Retirement  Program  Endorsement  to
                   Certificate of  Participation  under a Group Contract.2/
    
   
            (y)    Form of Long-Term Care Waiver Rider to Group Contract.2/
    
   
            (z)    Form  of  Long-Term  Care  Waiver  Rider  to  Certificate  of
                   Participation under a Group Contract.2/
    
   
      (5)   (a)    Form of Application for Individual  Flexible Premium Deferred
                   Annuity  Contract and  Certificate of  Participation  under a
                   Group Contract.2/
    
   
            (b)    Form of  Application  for Group Flexible  Premium  Deferred
                   Annuity Contract.2/
    

      (6)   (a)    Articles  of  Incorporation   of  Annuity   Investors  Life
                   Insurance Company[REGISTERED TRADEMARK].1/

   
                   (i)   Amendment to Articles of  Incorporation,  adopted April
                         9, 1996, and approved by the Secretary of State,  State
                         of Ohio, on July 11, 1996.2/
    
   
                   (ii)  Amendment to Articles of Incorporation,  adopted August
                         9, 1996, and approved by the Secretary of State,  State
                         of Ohio, on December 3, 1996.2/
    

            (b)    Code of  Regulations  of  Annuity  Investors  Life  Insurance
                   Company.[REGISTERED TRADEMARK]1/


      (7)          Not Applicable

   
      (8)   (a)    Participation   Agreement   between  Annuity  Investors  Life
                   Insurance Company[REGISTERED  TRADEMARK] and Dreyfus Variable
                   Investment Fund.2/
    
   
                   (i)   Letter  Agreement  dated April 14, 1997 between Annuity
                         Investors Life Insurance Company [REGISTERED TRADEMARK]
                         and Dreyfus Variable Investment Fund.2/
    
   
            (b)    Participation   Agreement   between  Annuity  Investors  Life
                   Insurance Company[REGISTERED  TRADEMARK] and Dreyfus Life and
                   Annuity Index Fund, Inc. (d/b/a Dreyfus Stock Index Fund).2/
    
   
                   (i)   Letter  Agreement  dated April 14, 1997 between Annuity
                         Investors Life Insurance Company[REGISTERED  TRADEMARK]
                         and Dreyfus Life and Annuity  Index Fund,  Inc.  (d/b/a
                         Dreyfus Stock Index Fund).2/
    


                                      C-3
<PAGE>


   
            (c)    Participation   Agreement   between  Annuity  Investors  Life
                   Insurance  Company[REGISTERED   TRADEMARK]  and  The  Dreyfus
                   Socially Responsible Growth Fund, Inc.2/
    
   
                   (i)   Letter  Agreement  dated April 14, 1997 between Annuity
                         Investors Life Insurance Company[REGISTERED  TRADEMARK]
                         and  The  Dreyfus  Socially  Responsible  Growth  Fund,
                         Inc.2/
    
   
            (d)    Participation   Agreement   between  Annuity  Investors  Life
                   Insurance  Company[REGISTERED   TRADEMARK]  and  Janus  Aspen
                   Series.2/
    
   
            (e)    Participation   Agreement   between  Annuity  Investors  Life
                   Insurance  Company[REGISTERED  TRADEMARK] and Strong Variable
                   Insurance Funds, Inc. and Strong Opportunity Fund II, Inc.2/
    
   
            (f)    Participation   Agreement   between  Annuity  Investors  Life
                   Insurance Company[REGISTERED  TRADEMARK] and INVESCO Variable
                   Investment Funds, Inc.2/
    
   
            (g)    Participation   Agreement   between  Annuity  Investors  Life
                   Insurance  Company[REGISTERED  TRADEMARK]  and Morgan Stanley
                   Universal Funds, Inc.2/
    
   
            (h)    Participation   Agreement   between  Annuity  Investors  Life
                   Insurance  Company[REGISTERED  TRADEMARK]  and PBHG Insurance
                   Series Fund, Inc.2/
    

            (i)    Service  Agreement  between Annuity  Investors Life Insurance
                   Company[REGISTERED    TRADEMARK]    and   American    Annuity
                   Group[SERVICEMARK], Inc.1/


            (j)    Agreement  between AAG  Securities,  Inc. and AAG Insurance
                   Agency, Inc.1/


            (k)    Investment  Service  Agreement between Annuity Investors Life
                   Insurance Company[REGISTERED  TRADEMARK] and American Annuity
                   Group[SERVICEMARK], Inc.1/

   
            (l)    Service  Agreement  between Annuity  Investors Life Insurance
                   Company[REGISTERED  TRADEMARK] and Strong Capital Management,
                   Inc.2/
    
   
            (m)    Service  Agreement  between Annuity  Investors Life Insurance
                   Company[REGISTERED    TRADEMARK]   and   Pilgrim   Baxter   &
                   Associates, Ltd.2/
    
   
            (n)    Service  Agreement  between Annuity  Investors Life Insurance
                   Company[REGISTERED   TRADEMARK]   and  Morgan  Stanley  Asset
                   Management, Inc.2/
    
   

            (o)    Amended   and   Restated   Agreement   between   The  Dreyfus
                   Corporation    and   Annuity    Investors    Life   Insurance
                   Company[REGISTERED TRADEMARK].2/
    


                                      C-4
<PAGE>


   
            (p)    Service  Agreement  between Annuity  Investors Life Insurance
                   Company[REGISTERED     TRADEMARK]     and    Janus    Capital
                   Corporation.2/
    

      (9)   Opinion and Consent of Counsel.1/

   
      (10)  Consent of Independent Auditors.2/
    

      (11)  No financial statements are omitted from Item 23.

      (12)  Not Applicable.

      (13)  Not Applicable.
   
      (14)  Financial Data Schedules.2/
    
- ------------------------

1/    Filed on Form N-4 on December 23, 1996
   
2/    Filed in Pre-Effective Amendment No. 1 on June 3, 1997.
    








                                      C-5
<PAGE>



ITEM 25.    DIRECTORS AND OFFICERS OF THE DEPOSITOR

                                  PRINCIPAL       POSITIONS AND OFFICES
      NAME                    BUSINESS ADDRESS       WITH THE COMPANY
      ----                    ----------------    ---------------------

Robert Allen Adams                  (1)           President, Director

Stephen Craig Lindner               (1)           Director

William Jack Maney, II              (1)           Assistant Treasurer and
                                                  Director

James Michael Mortensen             (1)           Executive Vice President,
                                                  Assistant Secretary and
                                                  Director

Mark Francis Muething               (1)           Senior Vice President,
                                                  Secretary, General Counsel
                                                  and Director

Jeffrey Scott Tate                  (1)           Director

Thomas Kevin Liguzinski             (1)           Senior Vice President

Charles Kent McManus                (1)           Senior Vice President

Robert Eugene Allen                 (1)           Vice President and Treasurer

Arthur Ronald Greene, III           (1)           Vice President

Betty Marie Kasprowicz              (1)           Vice President and Assistant
                                                  Secretary

Michael Joseph O'Connor             (1)           Senior Vice President and
                                                  Chief Actuary

Lynn Edward Laswell                 (1)           Assistant Vice President

___________________________

(1)   P.O. Box 5423, Cincinnati, Ohio  45201-5423.

ITEM 26.    PERSONS  CONTROLLED BY OR UNDER COMMON  CONTROL WITH THE DEPOSITOR
            OR REGISTRANT

The Depositor, Annuity Investors Life Insurance Company[REGISTERED TRADEMARK] is
a wholly owned subsidiary of Great American[REGISTERED TRADEMARK] Life Insurance
Company,   which   is  a   wholly   owned   subsidiary   of   American   Annuity
Group,[SERVICEMARK] Inc. The Registrant, Annuity Investors[REGISTERED TRADEMARK]
Variable  Account B, is a segregated  asset  account of Annuity  Investors  Life
Insurance Company[REGISTERED TRADEMARK].

The  following  chart  shows  the  affiliations  among  Annuity  Investors  Life
Insurance Company[REGISTERED TRADEMARK] and its parent, subsidiary and affilited
entitites.



                                      C-6
<PAGE>

<TABLE>
<CAPTION>

AMERICAN FINANCIAL GROUP, INC.                                      % OF STOCK OWNED(1)
|                                          STATE OF       DATE OF      BY IMMEDIATE
|                                          DOMICILE       INCORP.     PARENT COMPANY    NATURE OF BUSINESS
<S>                                        <C>            <C>       <C>                 <C>
  |_AHH Holdings, Inc.                     Florida        12/27/95            49        Holding Company
  | |_Columbia Financial Company           Florida        10/26/93           100        Real Estate Holding Company
  | |_American Heritage Holding            Delaware       11/02/94           100        Home Builder
  |   Corporation
  | | |_Heritage Homes Realty, Inc.        Florida        07/20/93           100        Home Sales
  | | |_Southeast Title, Inc.              Florida        05/16/95           100        Title Company
  | |_Heritage Home Finance Corporation    Florida        02/10/94           100        Finance Company
  |_American Financial Capital Trust I     Delaware       09/14/96           100        Statutory Business Trust
  |_American Financial Corporation         Ohio           11/15/55           100        Holding Company
  | |_AFC Coal Properties, Inc.            Ohio           12/18/96           100        Real Estate Holding Company
  | |_American Barge & Towing Company      Ohio           03/25/82           100        Inactive
  | | |_Spartan Transportation 
          Corporation                      Ohio           07/19/83           100        Mgmt-River Transportation Equipment
  | |_American Financial Corporation       Ohio           08/27/63           100        Inactive
  | |_American Money Management            Ohio           03/01/73           100        Investment Management
          Corporation
  | |_American Money Management            Netherland     05/10/85           100        Securities Management
          International, N.V
  | |                                       Antilles
  | |_American Premier Underwriters, Inc.  Pennsylvania   1846               100(2)     Diversified
  | | |_The Ann Arbor Railroad Company     Michigan       09/21/1895          99        Inactive
  | | |_The Associates of the Jersey       New Jersey     11/10/1804         100        Inactive
          Company
  | | |_Cal Coal, Inc.                     Illinois       05/30/79           100        Inactive
  | | |_The Indianapolis Union Railway     Indiana        11/19/1872         100        Inactive
          Company
  | | |_Lehigh Valley Railroad Company     Pennsylvania   04/21/1846         100        Inactive
  | | |_Millennium Dynamics, Inc.          Ohio           07/31/95           100        Design, Marketing & Servicing of
                                                                                        Comp. Software
  | | |_The New York and Harlem Railroad   New York       04/25/1831          97        Inactive
          Company
  | | |_The Owasco River Railway, Inc.     New York       06/02/1881         100        Inactive
  | | |_PCC Real Estate, Inc.              New York       12/15/86           100        Holding Company
  | | | |_PCC Chicago Realty Corp.         New York       12/23/86           100        Real Estate Developer
  | | | |_PCC Gun Hill Realty Corp.        New York       12/18/85           100        Real Estate Developer
  | | | |_PCC Michigan Realty, Inc.        Michigan       11/09/87           100        Real Estate Developer
  | | | |_PCC Scarsdale Realty Corp.       New York       06/01/86           100        Real Estate Developer
  | | | | |_Scarsdale Depot Associates,    Delaware       05/05/89            80        Real Estate Developer
               L.P.
  | | |_Penn Central Energy Management     Delaware       05/11/87           100        Energy Operations Manager
          Company
  | | |_Pennsylvania Company               Delaware       12/05/58           100        Holding Company
  | | | |_Atlanta Casualty Company         Illinois       06/13/72           100 (2)    Property/Casualty Insurance
  | | | | |_American Premier Insurance     Indiana        11/30/89           100        Property/Casualty Insurance
               Company
  | | | | |_Atlanta Specialty Insurance    Iowa           02/06/74           100        Property/Casualty Insurance
               Company
  | | | | |_Mr. Agency of Georgia, Inc.    Georgia        04/01/77           100        Insurance Agency
  | | | | | |_Atlanta Casualty General     Texas          03/15/61           100        Managing General Agency
               Agency, Inc.
  | | | | | |_Atlanta Insurance Brokers,   Georgia        02/06/71           100        Insurance Agency
               Inc.
  | | | | | |_Treaty House, Ltd. (d/b/a    Nevada         11/02/71           100        Insurance Premium Finance
               Mr. Budget)
  | | | | |_Penn Central U.K. Limited      United Kingdom 10/28/92           100        Insurance Holding Company
  | | | | | |_Insurance (GB) Limited       United Kingdom 05/13/92           100        Property/Casualty Insurance
  | | | |_Delbay Corporation               Delaware       12/27/62           100        Inactive

</TABLE>


                                      C-7
<PAGE>


<TABLE>
<CAPTION>

AMERICAN FINANCIAL GROUP, INC.

   |_American Financial Corporation                                % OF STOCK OWNED(1)
  | |_American Premier Underwriters, Inc.  STATE OF       DATE OF     BY IMMEDIATE
  | | |_Pennsylvania Company               DOMICILE       INCORP.    PARENT COMPANY     NATURE OF BUSINESS
  |
<S>                                      <C>             <C>          <C>               <S>
  | | | |_Great Southwest Corporation      Delaware       10/25/78           100        Real Estate Developer
  | | | | |_World Houston, Inc.            Delaware       05/30/74           100        Real Estate Developer
  | | | |_Hangar Acquisition Corp.         Ohio           10/06/95           100        Aircraft Investment
  | | | |_Infinity Insurance Company       Florida        07/09/55           100        Property/Casualty Insurance
  | | | | |_Infinity Agency of Texas, Inc. Texas          07/15/92           100        Managing General Agency
  | | | | |_The Infinity Group, Inc.       Indiana        07/22/92           100        Insurance Holding Company
  | | | | |_Infinity Select Insurance      Indiana        06/11/91           100        Property/Casualty Insurance
               Company
  | | | | |_Infinity Southern Insurance    Alabama        08/05/92           100        Property/Casualty Insurance
               Corporation
  | | | | |_Leader National Insurance      Ohio           03/20/63           100        Property/Casualty Insurance
               Company
  | | | | | |_Budget Insurance Premiums,   Ohio           02/14/64           100        Premium Finance Company
                Inc.
  | | | | | |_Leader National Agency, Inc. Ohio           04/05-63           100        Brokering Agent
  | | | | | |_Leader National Agency of    Texas          01/25/94           100        Managing General Agency
                Texas, Inc.
  | | | | | |_Leader National Insurance    Arizona        12/05/73           100        Brokering Agent
                Agency of Arizona
  | | | | | |_Leader Preferred Insurance   Ohio           11/07/94           100        Property/Casualty Insurance
                Company
  | | | | | |_Leader Specialty Insurance   Indiana        03/10/94           100        Property/Casualty Insurance
                Company
  | | | |_PCC Technical Industries, Inc.   California     03/07/55           100        Holding Company
  | | | | |_ESC, Inc.                      California     11/02/62           100        Connector Accessories
  | | | | |_Marathon Manufacturing         Delaware       11/18/83           100        Holding Company
               Companies, Inc.
  | | | | | |_Marathon Manufacturing       Delaware       12/07/79           100        Inactive
                Company
  | | | | |_PCC Maryland Realty Corp.      Maryland       08/18/93           100        Real Estate Holding Company
  | | | | |_Penn Camarillo Realty Corp.    California     11/24/92           100        Real Estate Holding Company
  | | | |_Penn Towers, Inc.                Pennsylvania   08/01/58           100        Inactive
  | | | |_Republic Indemnity Company of    California     12/05/72           100        Workers' Compensation Insurance
            America
  | | | | |_Republic Indemnity Company of  California     10/13/82           100        Workers' Compensation Insurance
               California
  | | | | |_Republic Indemnity Medical     California     03/25/96           100        Medical Bill Review
               Management, Inc.
  | | | | |_Timberglen Limited             United Kingdom 10/28/92           100        Investments
  | | | |_Risico Management Corporation    Delaware       01/10/89           100        Risk Management
  | | | |_Windsor Insurance Company        Indiana        11/05/87           100(2)     Property/Casualty Insurance
  | | | | |_American Deposit Insurance     Oklahoma       12/28/66           100        Property/Casualty Insurance
               Company
  | | | | | |_Granite Finance Co., Inc.    Texas          11/09/65           100        Premium Financing
  | | | | |_Coventry Insurance Company     Ohio           09/05/89           100        Property/Casualty Insurance
  | | | | |_El Aguila Compania de          Mexico         11/24/94           100(2)     Property/Casualty Insurance
               Seguros, S.A. de C.V.
  | | | | |_Moore Group Inc.               Georgia        12/19/62           100        Insurance Holding Company/Agency
  | | | | | |_Casualty Underwriters, Inc.  Georgia        10/01/54            51        Insurance Agency
  | | | | | |_Dudley L. Moore Insurance,   Louisiana      03/30/78       beneficial     Insurance Agency
                Inc.                                                      interest             
  | | | | | |_Hallmark General Insurance   Oklahoma       06/16/72       beneficial     Insurance Agency
                Agency, Inc.                                              interest 
  | | | | | |_Middle Tennessee             Tennessee      11/14/69           100        Insurance Agency
                Underwriters, Inc.
  | | | | | | |_Insurance Finance Company  Tennessee      01/03/62           100        Premium Financing
  | | | | | |_Windsor Group, Inc.          Georgia        05/23/91           100        Insurance Holding Company
  | | | | |_Regal Insurance Company        Indiana        11/05/87           100        Property/Casualty Insurance
  | | | | |_Texas Windsor Group, Inc.      Texas          06/23/88           100        Insurance Agency
  | | |_Pennsylvania-Reading Seashore      New Jersey     06/14/01            66.67     Inactive
           Lines
  | | |_Pittsburgh and Cross Creek         Pennsylvania   08/14/70            83        Inactive
           Railroad Company

</TABLE>

                                      C-8

<PAGE>


<TABLE>
<CAPTION>

AMERICAN FINANCIAL GROUP, INC.
| |_American Financial Corporation
| | |_American Premier Underwriters, Inc.                              % OF STOCK OWNED(1)                                          
|                                          STATE OF           DATE OF     BY IMMEDIATE                                         
|                                          DOMICILE           INCORP.    PARENT COMPANY     NATURE OF BUSINESS                 
|-                                         --------           -------  -------------------  ------------------                 
<S>                                        <C>                <C>      <C>                  <C>                                
  | | |_Terminal Realty Penn Co.           District of        09/23/68           100        Inactive                           
  | | |_United Railroad Corp.              Delaware           11/25/81           100        Inactive                           
  | | | |_Detroit Manufacturers Railroad   Michigan           01/30/02            82        Inactive                           
            Company                                                                                                            
  | | |_Waynesburg Southern Railroad       Pennsylvania       09/01/66           100        Inactive                           
            Company                                                                                                            
  | |_Chiquita Brands International, Inc.  New Jersey         03/30/99            43.09(2)  Production/Processing/Distribution 
          (and subsidiaries)  | |                                                            of Food Products                  
  | |_Dixie Terminal Corporation           Ohio               04/23/70           100        Commercial Leasing                 
  | |_Fairmont Holdings, Inc.              Ohio               12/15/83           100        Holding Company                    
  | |_FWC Corporation                      Ohio               03/16/83           100        Financial Services                 
  | |_Great American Holding Corporation   Ohio               11/30/77           100        Holding Company                    
  | | |_Great American Insurance Company   Ohio               3/7/1872           100        Property/Casualty Insurance
  | | | |_A B I Group, Inc.                Minnesota          07/27/78           100        Inactive                           
  | | | | |_American Business Risk         Minnesota          04/19/78           100        Inactive                           
               Services, Inc.                                                                                                  
  | | | | |_American Insurance Management  Minnesota          11/16/82           100        Inactive                           
               Agency, Inc.                                                                                                    
  | | | | |_Consolidated Underwriters,     Texas              10/14/80           100        Inactive                           
               Inc.                                                                                                            
  | | | |_Agricultural Excess and Surplus  Delaware           02/28/79           100        Excess & Surplus Lines Insurance   
            Insurance Company                                                                                                  
  | | | |_Agricultural Insurance Company   Ohio               03/23/05           100        Property/Casualty Insurance        
  | | | |_American Alliance Insurance      Arizona            09/11/45           100        Property/Casualty Insurance        
            Company                                                                                                            
  | | | |_American Annuity Group, Inc.     Delaware           05/15/87            81.38(2)  Holding Company                    
  | | | | |_AAG Holding Company, Inc.      Ohio               09/11/96           100        Holding Company                    
  | | | | | |_American Annuity Group       Delaware           09/13/96           100        Financing Vehicle                  
                Capital Trust I                                                                                                
  | | | | | |_American Annuity Group       Delaware           03/11/97           100        Financing Vehicle                  
                Capital Trust II                                                                                               
  | | | | | |_Great American Life          Ohio               12/15/59           100        Life Insurance Company             
                Insurance Company                                                                                              
  | | | | | | |_Annuity Investors Life     Ohio               11/31/81           100        Life Insurance Company             
                  Insurance Company                                                                                            
  | | | | | | |_Assured Security Life      South Dakota       05/12/78           100        Life Insurance Company             
                  Insurance Company, Inc.                                                                                      
  | | | | | | |_CHATBAR, Inc.              Massachusetts      11/02/93           100        Hotel Operator                     
  | | | | | | |_Driskill Holding, Inc.     Texas              06/07/95        beneficial    Hotel Management                   
                                                                               interest                                        
  | | | | | | |_GALIC Brothers, Inc.       Ohio               11/12/93            80        Real Estate Management             
  | | | | | | |_GALIC Life Insurance       Ohio               06/21/94           100        Life Ins. Co. (License Pending)    
                  Company                                                                                                      
  | | | | | | |_Great American Life        Ohio               08/10/67           100        Life Insurance Company             
                  Assurance Company                                                                                            
  | | | | | | |_Loyal American Life        Alabama            05/18/55           100        Life Insurance Company             
                  Insurance Company                                                                                            
  | | | | | | | |_ADL Financial            North Carolina     09/10/70           100        Marketing Services                 
                    Services, Inc.                                                                                          
  | | | | | | | |_Purity Financial         Florida            12/21/91           100        Marketing Services                 
                    Corporation                                                                                                
  | | | | | | |_Prairie National Life      South Dakota       02/11/76           100        Life Insurance Company             
                  Insurance Company                                                                                            
  | | | | | | | |_American Memorial Life   South Dakota       03/18/59           100        Life Insurance Company             
                    Insurance Company                                                                                          
  | | | | | | | | |_Great Western Life     Montana            05/01/80           100        Life Insurance Company             
                      Insurance Company                                                                                        
  | | | | | | | | |_Rushmore National      South Dakota       04/16/37           100        Life Insurance Company             
                      Life Insurance                                                                                           
                      Company                                                                                                  
  | | | | |_AAG Insurance Agency, Inc.     Kentucky           12/06/94           100        Life Insurance Agency              
  | | | | | |_AAG Insurance Agency of      Massachusetts      05/25/95           100        Insurance Agency                   
                Massachusetts, Inc.                                                                                            
  | | | | |_AAG Securities, Inc.           Ohio               12/10/93           100        Broker-Dealer                      
  | | | | |_American DataSource, Inc.      Delaware           06/15/90           100        Pre-need Trust Services            
  | | | | |_American Memorial Marketing    Washington         06/19/80           100        Marketing Services                 
              Services, Inc.                                 

</TABLE>


                                      C-9

<PAGE>
<TABLE>
<CAPTION>

AMERICAN FINANCIAL GROUP, INC.             
| |_American Financial Corporation                                           % OF STOCK OWNED(1)                               
| | |_Great American Holding Corporation        STATE OF          DATE OF       BY IMMEDIATE                                   
| | | |_Great American Insurance Company        DOMICILE          INCORP.      PARENT COMPANY       NATURE OF BUSINESS         
| | | |_American Annuity Group, Inc.            --------          -------    -------------------    ------------------         
<S>                                             <C>               <C>        <C>                    <C>
|-                                                                                                                             
    | | |_CSW Management Services, Inc.                                                                                        
    | | |_GALIC Disbursing Company              Texas             06/27/85           100        Pre-need Trust Admin. Services 
    | | | |_Keyes-Graham Insurance              Ohio              05/31/94           100        Payroll Servicer               
              Agency, Inc.                      Massachusetts     12/23/87           100        Insurance Agency               
    | | | |_International Funeral                                                                                              
              Associates, Inc.                  Delaware          05/07/86           100        Coop. Buying Funeral Dirs.     
    | | | |_Laurentian Credit Services                                                                                         
              Corporation                       Delaware          10/07/94           100        Inactive                       
    | | | |_Laurentian Marketing                                                                                               
              Services, Inc.                    Delaware          12/23/87           100        Marketing Services             
    | | | |_Laurentian Securities                                                                                              
              Corporation                       Delaware          01/30/90           100        Inactive                       
    | | | |_Lifestyle Financial                                                                                                
              Investments, Inc.                 Ohio              12/29/93           100        Marketing Services             
    | | | | |_Lifestyle Financial                                                                                              
                Investments Agency of           Ohio              03/07/94       beneficial     Life Insurance Agency          
                Ohio, Inc.                                                        interest                                     
    | | | | |_Lifestyle Financial                                                                                         
                Investments of                  Indiana           02/24/94           100        Life Insurance Agency          
                Indiana, Inc.                                                                                                  
    | | | | |_Lifestyle Financial                                                                                              
                Investments of                  Kentucky          10/03/94           100        Insurance Agency               
                Kentucky, Inc.                                                                                                 
    | | | | |_Lifestyle Financial                                                                                              
                Investments of the              Minnesota         06/10/85           100        Insurance Agency               
                Northwest, Inc.                                                                                                
    | | | | |_Lifestyle Financial                                                                                              
                Investments of the              North Carolina    07/13/94           100        Insurance Agency               
                Southeast, Inc.                                                                                                
    | | | |_Loyal Marketing Services,                                                                                          
              Inc.                              Alabama           07/20/90           100        Marketing Services             
    | | | |_Purple Cross Insurance                                                                                             
              Agency, Inc.                      Delaware          11/07/89           100        Insurance Agency               
    | | | |_Retirement Resource Group,                                                                                         
              Inc.                              Indiana           02/07/95           100        Insurance Agency               
    | | | | |_RRG of Alabama, Inc.                                                                                             
    | | | | |_RRG of Ohio, Inc.                 Alabama           09/22/95           100        Life Insurance Agency          
                                                Ohio              02/20/96       beneficial     Insurance Agency               
    | | | | |_RRG of Texas, Inc.                                                  interest   
    | | | |_SPELCO (UK) Ltd.                    Texas             06/02/95           100        Life Insurance Agency          
    | | | |_SWTC, Inc.                          United Kingdom    00/00/00             99       Inactive                       
    | | | |_SWTC Hong Kong Ltd.                 Delaware          00/00/00           100        Inactive                       
    | | | |_Technomil Ltd.                      Hong Kong         00/00/00           100        Inactive                       
    | | |_American Custom Insurance             Delaware          00/00/00           100        Inactive                       
            Services, Inc.                      Ohio              07/27/83           100        Management Holding Company     
    | | | |_American Custom Insurance                                                                                          
              Services California, Inc.         California        05/18/92           100        Insurance Agency & Brokerage   
    | | | |_Eden Park Insurance Brokers,                                                                                       
              Inc.                              California        02/13/90           100        Wholesale Brokerage for Surplus
    | | | |_Professional Risk Brokers,                                                                        Lines            
              Inc.                              Illinois          03/01/90           100        Insurance Agency               
    | | | |_Professional Risk Brokers                                                                                          
              Insurance, Inc.                   Massachusetts     04/19/94           100        Surplus Lines Brokerage        
    | | | |_Professional Risk Brokers of                                                                                       
              Connecticut, Inc.                 Connecticut       07/09/92           100        Insurance Agency & Brokerage   
    | | | |_Professional Risk Brokers of                                                                                       
              Ohio, Inc.                        Ohio              12/17/86           100        Insurance Agency and Brokerage 
    | | | |_Utility Insurance Services,                                                                                        
              Inc.                              Texas             04/06/95           100(2)     Texas Local Recording Agency   
    | | | |_Utility Management Services,                                                                                       
              Inc.                              Texas             09/07/65           100        Texas Managing General Agency  
    | | |_American Custom Insurance                                                                                            
              Services Illinois, Inc.           Illinois          07/08/92           100        Underwriting Office            
    | | |_American Dynasty Surplus Lines                                                                                       
              Insurance Company                 Delaware          01/12/82           100        Excess & Surplus Lines Insurance
    | | |_American Eagle Group, Inc.                                                                                           
    | | | |_AE Insurance Agency, Inc.           Delaware          10/03/86           48.6(3)    Holding Company                
    | | | |_AOA Corporation                     California        12/17/91           100        Inactive                       
    | | | |_American Eagle Insurance            Texas             11/12/91           100        Inactive                       
              Company                           Texas             12/07/84           100        Property/Casualty Insurer      
    | | | | |_American Eagle Reinsurance                                                                                       
                Organization, Inc.              Texas             08/31/70           100        Inactive                       
    | | | | |_American Meridian Insurance                                                                                      
                Company Limited                 Bermuda           01/01/81           100        Inactive                       
</TABLE>


                                      C-10
<PAGE>                                                            

<TABLE>
<CAPTION>

AMERICAN FINANCIAL GROUP, INC.                                         % of STOCK
| |_American Financial Corporation                                     OWNED (1) BY       
| | |_Great American Holding Corporation     STATE OF       DATE OF   IMMEDIATE PARENT
| | | |_Great American Insurance Company     DOMICILE       INCORP.       COMPANY       NATURE OF BUSINESS
| | | | |_American Eagle Group, Inc.         --------      --------   ----------------  ------------------
<S>                                          <C>           <C>        <C>               <C>
|-
   | | | | |_Aviation Adjustment Bureau,     Texas          05/08/79       100          Claims Servicing
               Inc.
   | | | | |_Aviation Elite Reinsurance      Texas          11/22/72       100          Inactive
               Organization, Inc.
   | | | | |_Aviation Office of America,     Texas          02/15/77       100          Insurance Agency
               Inc.
   | | | |_American Empire Surplus Lines     Delaware       07/15/77       100          Excess & Surplus Lines Insurance
               Insurance Company
   | | | | |_American Empire Insurance       Ohio           11/26/79       100          Property/Casualty Insurance
                 Company
   | | | | | |_American Signature            Ohio           04/08/96       100          Insurance Agency
                 Underwriters, Inc.
   | | | | | |_Specialty Underwriters,       Texas          05/19/76       100          Insurance Agency
                 Inc.
   | | | | |_Fidelity Excess and Surplus     Ohio           06/30/87       100          Property/Casualty Insurance
               Insurance Company
   | | | |_American Financial                Connecticut    1871            82.62(2)    Closed End Investment Company
               Enterprises, Inc.                                                 
   | | | |_American Insurance Agency, Inc.   Kentucky       07/27/67       100          Insurance Agency
   | | | |_American National Fire            New York       08/22/47       100          Property/Casualty Insurance
               Insurance Company
   | | | |_American Special Risk, Inc.       Illinois       12/29/81       100          Insurance Broker/Managing General Agency
   | | | | |_American Special Risk I of      Arizona        02/06/90       100          Inactive
               Arizona, Inc.
   | | | |_American Spirit Insurance         Indiana        04/05/88       100          Property/Casualty Insurance
               Company
   | | | |_Brothers Property Corporation     Ohio           09/08/87        80          Real Estate Investment
   | | | | |_Brothers Barrington             Oklahoma       03/18/94       100          Real Estate Holding Corporation
               Corporation
   | | | | |_Brothers Cincinnatian           Ohio           01/25/94       100          Hotel Manager
               Corporation
   | | | | |_Brothers Columbine              Oklahoma       03/18/94       100          Real Estate Holding Corporation
               Corporation
   | | | | |_Brothers Landing Corporation    Louisiana      02/24/94       100          Real Estate Holding Corporation
   | | | | |_Brothers Pennsylvanian          Pennsylvania   12/23/94       100          Real Estate Holding Corporation
               Corporation
   | | | | |_Brothers Port Richey            Florida        12/06/93       100          Apartment Manager
               Corporation
   | | | | |_Brothers Property Management    Ohio           09/25/87       100          Real Estate Management
               Corporation
   | | | | |_Brothers Railyard Corporation   Texas          12/14/93       100          Apartment Manager
   | | | |_Contemporary American             Illinois       04/16/96       100          Property/Casualty Insurance
             Insurance Company
   | | | |_Crop Managers Insurance           Kansas         08/09/89       100          Insurance Agency
             Agency, Inc.
   | | | |_Dempsey & Siders Agency, Inc.     Ohio           05/09/56       100          Insurance Agency
   | | | |_Eagle American Insurance          Ohio           07/01/87       100          Property/Casualty Insurance
             Company
   | | | |_Eden Park Insurance Company       Indiana        01/08/90       100          Special Risk Surplus Lines
   | | | |_FCIA Management Company, Inc.     New York       09/17/91        79          Servicing Agent
   | | | |_The Gains Group, Inc.             Ohio           01/26/82       100          Marketing of Advertising
   | | | |_Great American Lloyd's, Inc.      Texas          08/02/83       100          Attorney-in-Fact - Texas Lloyd's Company
   | | | |_Great American Lloyd's            Texas          10/09/79    beneficial      Lloyd's Plan Insurer
             Insurance Company                                           interest
   | | | |_Great American Management         Ohio           12/05/74       100          Data Processing and Equipment Leasing
             Services, Inc.                                                             
   | | | | |_American Payroll Services,      Ohio           02/20/87       100          Payroll Services
               Inc.
   | | | |_Great American Re Inc.            Delaware       05/14/71       100          Reinsurance Intermediary
   | | | |_Great American Risk               Ohio           04/21/80       100          Insurance Risk Management
             Management, Inc.
   | | | |_Great Texas County Mutual         Texas          04/29/54    beneficial      Property/Casualty Insurance
             Insurance Company                                           interest
   | | | |_Grizzly Golf Center, Inc.         Ohio           11/08/93       100          Operate Golf Courses
   | | | |_Homestead Snacks Inc.             California     03/02/79       100(2)       Meat Snack Distribution
   | | | | |_Giant Snacks, Inc.              Delaware       07/06/89       100          Meat Snack Distribution


</TABLE>

                                      C-11

<PAGE>


<TABLE>
<CAPTION>

AMERICAN FINANCIAL GROUP, INC.                                            % OF STOCK  
| |_American Financial Corporation                                        OWNED (1) BY                                          
| | |_Great American Holding Corporation        STATE OF       DATE OF   IMMEDIATE PARENT
| | | |_Great American Insurance Company        DOMICILE       INCORP.        COMPANY        NATURE OF BUSINESS                 
                                                --------       -------   ----------------    ------------------
<S>                                            <C>            <C>        <C>                 <C>
|-                                                                                                                              
   | | | |_Key Largo Group, Inc.                Florida        07/28/81       100             Land Developer & Resort Operator 
   | | | | |_Key Largo Group Utility            Florida        11/26/84       100             Water & Sewer Utility            
Company                                                                                                                        
   | | | |_Mid-Continent Casualty Company       Oklahoma       02/26/47       100             Property/Casualty Insurance      
   | | | | |_Mid-Continent Insurance            Oklahoma       08/13/92       100             Property/Casualty Insurance      
Company                                                                                                                        
   | | | | |_Oklahoma Surety Company            Oklahoma       08/05/68       100             Property/Casualty Insurance      
   | | | |_National Interstate Corporation      Ohio           01/26/89        52.15          Holding Company                  
   | | | | |_American Highways Insurance        California     05/05/94       100             Insurance Agency                 
Agency                                                                                                                         
   | | | | |_National Interstate                Texas          06/07/89    beneficial         Insurance Agency                 
Insurance Agency of Texas, Inc.                                             interest                                           
   | | | | |_National Interstate                Ohio           02/13/89       100             Insurance Agency                 
Insurance Agency, Inc.                                                                                                         
   | | | | |_National Interstate                Ohio           02/10/89       100             Property/Casualty Insurance      
Insurance Company                                                                                                              
   | | | | |_Safety, Claims & Litigation        Pennsylvania   06/23/95        90             Claims Third Party Administrator 
Services, Inc.                                                                                                                 
   | | | |_North America Livestock, Inc.        Florida        12/03/82       100             Managing General Agency          
   | | | |_OBGC Corporation                     Florida        11/23/77        80             Real Estate Development          
   | | | |_Pointe Apartments, Inc.              Minnesota      06/24/93       100             Real Estate Holding Corporation  
   | | | |_Seven Hills Insurance Company        New York       06/30/32       100             Property/Casualty Reinsurance    
   | | | |_Stonewall Insurance Company          Alabama        02/1866        100             Property/Casualty Insurance      
   | | | |_Stone Mountain Professional          Georgia        08/07/95       100             Insurance Agency                 
Liability Agency, Inc.                                                                                                         
   | | | |_Tamarack American, Inc.              Delaware       06/10/86       100             Management Holding Company       
   | | | |_Transport Insurance Company          Ohio           05/25/76       100             Property/Casualty Insurance      
   | | | | |_American Commonwealth              Texas          07/23/63       100             Real Estate Development          
Development Company                                                                                                            
   | | | | | |_ACDC Holdings Corporation        Texas          05/04/81       100             Real Estate Development          
   | | | | |_Instech Corporation                Texas          09/02/75       100             Claim & Claim Adjustment Services
   | | | | |_TICO Insurance Company             Ohio           06/03/80       100             Property/Casualty Insurance      
   | | | | |_Transport Managing General         Texas          05/19/89       100             Managing General Agency          
Agency, Inc.                                                                                                                   
   | | | | |_Transport Insurance Agency,        Texas          08/21/89    beneficial         Insurance Agency                 
Inc.                                                                        interest                                           
   | | | |_Transport Underwriters               California     05/11/45       100             Holding Company/Agency           
Association                                                                                                                    
  |_One East Fourth, Inc.                       Ohio           02/03/64       100             Commercial Leasing               
  |_PCC 38 Corp.                                Illinois       12/23/96       100             Real Estate Holding Company      
  |_Pioneer Carpet Mills, Inc.                  Ohio           04/29/76       100             Carpet Manufacturing             
  |_TEJ Holdings, Inc.                          Ohio           12/04/84       100             Real Estate Holdings             
  |_Three East Fourth, Inc.                     Ohio           08/10/66       100             Commercial Leasing               
                                                                                                                               
(1) Except Director's Qualifying Shares.                                                                                       
(2) Total percentage owned by parent shown and by other                                                                        
affiliated company(ies).                                                                     
(3) Convertible Preferred Stock.

</TABLE>


                                      C-12
<PAGE>



ITEM 27.  NUMBER OF CONTRACT OWNERS

Not Applicable.

ITEM 28.  INDEMNIFICATION

(a)   The   Code  of   Regulations   of   Annuity   Investors   Life   Insurance
Company[REGISTERED TRADEMARK] provides in Article V as follows:

      The  Corporation  shall,  to the  full  extent  permitted  by the  General
      Corporation Law of Ohio,  indemnify any person who is or was a director or
      officer of the Corporation and whom it may indemnify pursuant thereto. The
      Corporation  may,  within the sole  discretion  of the Board of Directors,
      indemnify  in whole or in part any  other  persons  whom it may  indemnify
      pursuant thereto.

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

(b)  The   directors   and  officers  of  Annuity   Investors   Life   Insurance
Company[REGISTERED  TRADEMARK]  are  covered  under  a  Directors  and  Officers
Reimbursement Policy. Under the Reimbursement Policy, directors and officers are
indemnified  for loss arising  from any covered  claim by reason of any Wrongful
Act in their  capacities  as  directors  or  officers,  except to the extent the
Company has indemnified them. In general, the term "loss" means any amount which
the directors or officers are legally  obligated to pay for a claim for Wrongful
Acts. In general,  the term "Wrongful  Acts" means any breach of duty,  neglect,
error,  misstatement,  misleading  statement,  omission  or act by a director or
officer while acting  individually  or  collectively  in their  capacity as such
claimed against them solely by reason of their being directors and officers. The
limit of liability  under the program is $20,000,000  for the policy year ending
September 1, 1997.  The primary  policy under the program is with National Union
Fire  Insurance  Company  of  Pittsburgh,  PA. in the name of  American  Premier
Underwriters, Inc.

ITEM 29.  PRINCIPAL UNDERWRITER

AAG  Securities,  Inc. is the  underwriter  and  distributor of the Contracts as
defined in the Investment Company Act of 1940 ("1940 Act").

(a) AAG  Securities,  Inc. does not act as a principal  underwriter,  depositor,
sponsor or  investment  adviser for any  investment  company  other than Annuity
Investors[REGISTERED    TRADEMARK]    Variable    Account    A    and    Annuity
Investors[REGISTERED TRADEMARK] Variable Account B.


                                      C-13

<PAGE>


(b)   Directors and Officers of AAG Securities, Inc.


NAME AND PRINCIPAL                      POSITION WITH
BUSINESS ADDRESS                        AAG SECURITIES, INC.
- ------------------                      ---------------------

Thomas Kevin Liguzinski (1)             Chief Executive Officer and Director
Charles Kent McManus                    Senior Vice President
Mark Francis Muething (1)               Vice President, Secretary and
                                        Director
William Jack Maney, II (1)              Director
Jeffrey Scott Tate (1)                  Director
James Lee Henderson (1)                 President
Andrew Conrad Bambeck, III (1)          Vice President
William Claire Bair, Jr. (1)            Treasurer

______________________________

(1)  250 East Fifth Street, Cincinnati, Ohio  45202

(c)  Not applicable.

ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS

All accounts and records  required to be maintained by Section 31(a) of the 1940
Act and the rules under it are  maintained  by Lynn E. Laswell,  Assistant  Vice
President of the Company, at the Administrative Office.

ITEM 31.  MANAGEMENT SERVICES

Not applicable.

ITEM 32.  UNDERTAKINGS

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


(b)  Registrant  undertakes  that  it  will  include  either  (1) as part of any
application to purchase a Contract  offered by the  Prospectus,  a space that an
applicant can check to request a Statement of Additional  Information,  or (2) a
post  card or  similar  written  communication  affixed  to or  included  in the
Prospectus  that the  applicant can remove to send for a Statement of Additional
Information.


(c) Registrant  undertakes to deliver any Prospectus and Statement of Additional
Information  and any financial  statements  required to be made available  under
this Form promptly upon written or oral request to the Company at the address or
phone number listed in the Prospectus.

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

                                      C-14
<PAGE>

   
                                   SIGNATURES

      As required by the Securities  Act of 1933 and the Investment  Company Act
of  1940,  the  Registrant  certifies  that  it has  caused  this  Pre-Effective
Amendment No. 2 to its Registration  Statement to be signed on its behalf by the
undersigned  in the City of  Cincinnati,  State of Ohio on the 30th day of June,
1997.

                              ANNUITY INVESTORS[REGISTERED TRADEMARK] VARIABLE 
                              ACCOUNT B
                              (REGISTRANT)


                              By: /s/ Robert Allen Adams
                                  -------------------------------------
                                   Robert Allen Adams
                                   Chairman of the Board, President
                                   and Director, Annuity Investors
                                   Life Insurance Company[REGISTERED TRADEMARK]


                              ANNUITY INVESTORS LIFE INSURANCE 
                              COMPANY[REGISTERED TRADEMARK]
                              (DEPOSITOR)


                              By: /s/ Robert Allen Adams
                                  --------------------------------------
                                    Robert Allen Adams
                                    Chairman of the Board, President
                                    and Director


      As required by the Securities Act of 1933, this Registration Statement has
been  signed  by the  following  persons  in  the  capacities  and on the  dates
indicated.


/s/ Robert Allen Adams              Principal Executive           June 30, 1997
- ------------------------------      Officer, Director
Robert Allen Adams                  


/s/ Robert Eugene Allen             Principal Financial           June 30, 1997
- ------------------------------      Officer
Robert Eugene Allen                 



/s/ Lynn Edward Laswell             Principal Accounting          June 30, 1997
- -----------------------------       Officer
Lynn Edward Laswell                 



                                      C-15

<PAGE>




/s/ Stephen Craig Lindner           Director                      June 30, 1997
- --------------------------------
Stephen Craig Lindner



/s/ William Jack Maney, Ii          Director                      June 30, 1997
- --------------------------------
William Jack Maney, II



/s/ James Michael Mortensen         Director                      June 30, 1997
- ---------------------------
James Michael Mortensen



/s/ Mark Francis Muething           Director                      June 30, 1997
- -----------------------------
Mark Francis Muething



/s/ Jeffrey Scott Tate              Director                      June 30, 1997
- ---------------------------------
Jeffrey Scott Tate

    

                                      C-16




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