ANNUITY INVESTORS VARIABLE ACCOUNT B
497, 2000-06-02
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ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED)
ANNUITY INVESTORS(REGISTERED) VARIABLE ACCOUNT B
PROSPECTUS FOR INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES

                                                         MAY 1, 2000
                                                         as revised May 31, 2000

This prospectus describes individual and group flexible premium deferred annuity
contracts    (the    "Contracts").     Annuity    Investors    Life    Insurance
Company(REGISTERED)  (the  "Company")  is  the  issuer  of  the  Contracts.  The
Contracts  are  available  for  tax-qualified  and   non-tax-qualified   annuity
purchases.   All  Contracts  qualify  for  tax-deferred   treatment  during  the
Accumulation  Period. The tax treatment of annuities is discussed in the Federal
Tax Matters section of this prospectus.

The Contracts  offer both variable and fixed  investment  options.  The variable
investment   options   under  the   Contracts   are   Sub-Accounts   of  Annuity
Investors(REGISTERED) Variable Account B (the "Separate Account"). The Contracts
currently  offer 29  Sub-Accounts.  Each  Sub-Account is invested in shares of a
registered investment company or a portfolio thereof (each, a "Portfolio").  The
Portfolios are listed below.

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

      Janus Aspen Series (6 Portfolios)                               Deutsche Asset Management VIT Funds (3 Portfolios)
         -Aggressive Growth Portfolio                                     -Deutsche VIT EAFE(REGISTERED) Equity Index Fund
         -Worldwide Growth Portfolio                                      -Deutsche VIT Equity 500 Index Fund
         -Balanced Portfolio                                              -Deutsche VIT Small Cap Index Fund
         -Growth Portfolio
         -International Growth Portfolio                              INVESCO Variable Investment Funds, Inc. (3 Portfolios)
         -Capital Appreciation Portfolio                                  -INVESCO VIF-Equity Income Fund
                                                                          -INVESCO VIF-Total Return Fund
                                                                          -INVESCO VIF-High Yield Fund

       Dreyfus Variable Investment Fund (4 Portfolios)                The Universal Institutional Funds, Inc. (5 Portfolios)
         -Appreciation Portfolio                                          Morgan Stanley UIF, Inc -Mid Cap Value Portfolio
         -Money Market Portfolio                                          Morgan Stanley UIF, Inc -Value Portfolio
         -Growth and Income Portfolio                                     Morgan Stanley UIF, Inc -Fixed Income Portfolio
         -Small Cap Portfolio                                             Morgan Stanley UIF, Inc -U.S. Real Estate Portfolio
       The Dreyfus Socially Responsible Growth Fund, Inc.                 Morgan Stanley UIF, Inc -Emerging Markets Equity Portfolio
       Dreyfus Stock Index Fund
                                                                      PBHG Insurance Series Fund, Inc. (3 Portfolios)
       Strong Opportunity Fund II, Inc.                                   -PBHG Growth II Portfolio
       Strong Variable Insurance Funds, Inc. (1 Portfolio)                -PBHG Large Cap Growth Portfolio
         -Strong Mid Cap Growth Fund II                                   -PBHG Technology & Communications Portfolio

                                                                      The Timothy Plan Small-Cap Variable Series
</TABLE>

This prospectus  includes  information  you should know before  investing in the
Contracts.  This prospectus is not complete without the current prospectuses for
the Portfolios.  Please keep this prospectus and the Portfolio  prospectuses for
future reference.

A  statement  of  additional  information,  dated  May 1,  2000,  contains  more
information about the Separate Account and the Contracts.  The Company filed the
statement of additional information with the Securities and Exchange Commission.
It is part of this prospectus.  For a free copy, complete and return the form on
the last page of this prospectus, or call the Company at 1-800-789-6771. You may
also  access  the  statement  of  additional  information  (as well as all other
documents filed with the Securities and Exchange  Commission with respect to the
Contracts,  the Separate  Account or the Company) at the Securities and Exchange
Commission's  Web  site:  http://www.sec.gov.  The  table  of  contents  for the
statement  of  additional  information  is  printed  on the  last  page  of this
prospectus.

THE  SECURITIES AND EXCHANGE  COMMISSION  HAS NOT APPROVED OR DISAPPROVED  THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------------------------------------------------------
THESE  SECURITIES MAY BE SOLD BY A BANK OR CREDIT UNION,  BUT ARE NOT FINANCIAL
INSTITUTION PRODUCTS.

   o  THE CONTRACTS ARE NOT FDIC OR NCUSIF INSURED
   o  THE CONTRACTS ARE OBLIGATIONS OF THE COMPANY AND NOT OF THE BANK OR CREDIT
      UNION
   o  THE BANK OR CREDIT  UNION DOES NOT  GUARANTEE  THE  COMPANY'S  OBLIGATIONS
      UNDER THE CONTRACTS
   o  THE CONTRACTS INVOLVE INVESTMENT RISK AND MAY LOSE VALUE
--------------------------------------------------------------------------------

                                       1
<PAGE>


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

DEFINITIONS....................................................................4

OVERVIEW.......................................................................5
  WHAT IS THE SEPARATE ACCOUNT?................................................5
  WHAT ARE THE CONTRACTS?......................................................5
  HOW DO I PURCHASE OR CANCEL A CONTRACT?......................................5
  WILL ANY PENALTIES OR CHARGES APPLY IF I SURRENDER A CONTRACT?...............5
  WHAT OTHER CHARGES AND DEDUCTIONS APPLY TO THE CONTRACT?.....................5
  HOW DO I CONTACT THE COMPANY?................................................5

FEE TABLE......................................................................6
  OWNER TRANSACTION EXPENSES...................................................6
  SEPARATE ACCOUNT ANNUAL EXPENSES.............................................6
  PORTFOLIO ANNUAL EXPENSES (AFTER EXPENSE REIMBURSEMENT) FOR YEAR ENDED
  12/31/991....................................................................6
  EXAMPLES.....................................................................8

CONDENSED FINANCIAL INFORMATION...............................................11
  FINANCIAL STATEMENTS........................................................12
  PERFORMANCE INFORMATION.....................................................13
    Yield Data................................................................13
    Total Return Data.........................................................13
    Other Performance Measures................................................13

THE PORTFOLIOS................................................................14
  JANUS ASPEN SERIES..........................................................14
  DREYFUS PORTFOLIOS..........................................................15
  STRONG PORTFOLIOS...........................................................16
  DEUTSCHE ASSET MANAGEMENT VIT FUNDS.........................................16
  INVESCO VARIABLE INVESTMENT FUNDS, INC......................................17
  PBHG INSURANCE SERIES FUND, INC.............................................17
  THE UNIVERSAL INSTITUTIONAL FUNDS, INC......................................18
  THE TIMOTHY PLAN SMALL-CAP VARIABLE SERIES..................................18
  ADDITIONS, DELETIONS, OR SUBSTITUTIONS......................................19
  VOTING RIGHTS...............................................................19

ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED)..........................20

THE SEPARATE ACCOUNT..........................................................20

AAG SECURITIES, INC...........................................................20

CHARGES AND DEDUCTIONS........................................................22
  CHARGES AND DEDUCTIONS BY THE COMPANY.......................................22
    Contract Maintenance Fee..................................................22
    Transfer Fee..............................................................23
    Administration Charge.....................................................23
    Mortality and Expense Risk Charge.........................................24
    Premium Taxes.............................................................24
    Discretionary Waivers of Charges..........................................24

  EXPENSES OF THE PORTFOLIOS..................................................24

THE CONTRACTS.................................................................25

  RIGHT TO CANCEL.............................................................25

  PERSONS WITH RIGHTS UNDER A CONTRACT........................................25

ACCUMULATION PERIOD...........................................................26


                                       2
<PAGE>


  ACCOUNT STATEMENTS..........................................................26

  ACCOUNT VALUE...............................................................26

  PURCHASE PAYMENTS...........................................................27

  INVESTMENT OPTIONS--ALLOCATIONS.............................................27

  TRANSFERS...................................................................28

  SURRENDERS..................................................................30

  CONTRACT LOANS..............................................................31

  TERMINATION.................................................................31

BENEFIT PAYMENT PERIOD........................................................32

  ANNUITY BENEFIT.............................................................32

  DEATH BENEFIT...............................................................32

  SETTLEMENT OPTIONS..........................................................32
    Form of Settlement Option.................................................33
    Calculation of Fixed Dollar Benefit Payments..............................33
    Calculation of Variable Dollar Benefit Payments...........................34

FEDERAL TAX MATTERS...........................................................35

  TAX DEFERRAL ON ANNUITIES...................................................35
  TAX-QUALIFIED PLANS.........................................................36
    Individual Retirement Annuities...........................................36
    Roth IRAs.................................................................36
    Tax-Sheltered Annuities...................................................36
    Texas Optional Retirement Program.........................................36
    Pension and Profit Sharing Plans..........................................36
    Governmental Deferred Compensation Plans..................................36

  NONQUALIFIED DEFERRED COMPENSATION PLANS....................................36

  SUMMARY OF INCOME TAX RULES.................................................37

GLOSSARY OF FINANCIAL TERMS...................................................38

THE REGISTRATION STATEMENT....................................................39

OTHER INFORMATION.............................................................39

  LEGAL PROCEEDINGS...........................................................39

STATEMENT OF ADDITIONAL INFORMATION...........................................40


                                       3
<PAGE>


DEFINITIONS
--------------------------------------------------------------------------------



The capitalized  terms defined on this page will have the meanings given to them
when used in this  prospectus.  Other  terms  which may have a specific  meaning
under the Contracts,  but which are not defined on this page,  will be explained
as they are used in this prospectus.


ACCOUNT VALUE: The value of a Contract during the Accumulation  Period.  It is
equal to the sum of the value of the owner's  interest in the Sub-Accounts and
the owner's interest in the fixed account options.

ACCUMULATION  PERIOD:  The period  during which  purchase  payments are invested
according to the investment  options  elected and  accumulated on a tax-deferred
basis. The Accumulation Period ends when a Contract is annuitized or surrendered
in full, or on the Death Benefit Valuation Date.

ACCUMULATION  UNIT: A share of a Sub-Account  that an owner  purchases  during
the Accumulation Period.

ACCUMULATION  UNIT  VALUE:  The  value of an  Accumulation  Unit at the end of a
Valuation  Period.  See  the  Glossary  of  Financial  Terms  on page 37 of this
prospectus for an explanation of how Accumulation Unit Values are calculated.

BENEFIT PAYMENT PERIOD:  The period during which either annuity benefit or death
benefit payments are paid under a settlement  option. The Benefit Payment Period
begins on the first day of the first payment interval in which a benefit payment
will be paid.

BENEFIT UNIT: A share of a  Sub-Account  that is used to determine the amount of
each variable  dollar benefit  payment after the first  variable  dollar benefit
payment during the Benefit Payment Period.

BENEFIT  UNIT  VALUE:  The  value of a  Benefit  Unit at the end of a  Valuation
Period. See the Glossary of Financial Terms on page 37 of this prospectus for an
explanation of how Benefit Unit Values are calculated.

DEATH BENEFIT  VALUATION  DATE: The date the death benefit is valued.  It is the
date  that the  Company  receives  both  proof of the  death  of the  owner  and
instructions as to how the death benefit will be paid. If  instructions  are not
received within one year of the date of death, the Death Benefit  Valuation Date
will be one year after the date of death.  The Death Benefit  Valuation Date may
never be later than five years after the date of death.

NET ASSET VALUE: The price computed by or for each Portfolio, no less frequently
than  each  Valuation  Period,  at which  the  Portfolio's  shares  or units are
redeemed in accordance with the rules of the Securities and Exchange Commission.

NET INVESTMENT  FACTOR:  The factor that represents the percentage change in the
Accumulation  Unit Values and Benefit Unit Values from one  Valuation  Period to
the next. See the Glossary of Financial  Terms on page 37 of this prospectus for
an explanation of how the Net Investment Factor is calculated.

VALUATION  DATE:  A day on which  Accumulation  Unit Values and  Benefit  Unit
Values can be  calculated.  Each day the New York Stock  Exchange  is open for
business is a Valuation Date.

VALUATION PERIOD: The period starting 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.


                                       4
<PAGE>

OVERVIEW
--------------------------------------------------------------------------------

WHAT IS THE SEPARATE ACCOUNT?

The Separate  Account is a unit investment  trust registered with the Securities
and Exchange  Commission under the Investment  Company Act of 1940. The Separate
Account is divided  into  Sub-Accounts,  each of which is invested in one of the
Portfolios  listed  on page 1 of  this  prospectus.  If you  choose  a  variable
investment  option,  you are investing in the Sub-Accounts,  not directly in the
Portfolios.

WHAT ARE THE CONTRACTS?

The Contracts are individual and group deferred  annuities,  which are insurance
products.  The  Contracts  are sold with either a standard  or an  enhanced  fee
structure,  as  described  in the Fee  Table on page 6 of this  prospectus.  The
Contracts are available in both tax-qualified and non-tax-qualified  forms, both
of which qualify for tax-deferred investment status. See the Federal Tax Matters
section  beginning on page 34 of this prospectus for more information  about tax
qualifications  and taxation of annuities  in general.  During the  Accumulation
Period, the amounts you contribute can be allocated among any of the 29 variable
investment  options and five fixed  account  options.  The  variable  investment
options are the Sub-Accounts of the Separate Account,  each of which is invested
in a  Portfolio.  The  owner  bears the risk of any  investment  gain or loss on
amounts  allocated to the  Sub-Accounts.  The fixed account options earn a fixed
rate of  interest  declared  by the  Company,  which will be no less than 3% per
year. The Company  guarantees  amounts invested in the fixed account options and
the earnings thereon so long as those amounts remain in the fixed account.

During the Benefit Payment Period,  payments can be allocated  between  variable
dollar benefit and fixed dollar benefit options. If a variable dollar benefit is
selected,  Benefit Units can be allocated to any of the same  Sub-Accounts  that
are available during the Accumulation Period.

HOW DO I PURCHASE OR CANCEL A CONTRACT?

The  requirements to purchase a Contract are explained in The Contracts  section
beginning  on page 24 of this  prospectus.  You may  purchase  a  Contract  only
through a licensed securities  representative.  You may cancel a Contract within
twenty  days  after you  receive  it (the  right to cancel may be longer in some
States).  In many States,  you will bear the risk of investment  gain or loss on
any amounts  allocated to the Sub-Accounts  prior to cancellation.  The right to
cancel may not apply to group Contracts. The right to cancel is described in the
Right to Cancel section on page 24 of this prospectus.

WILL ANY  PENALTIES  OR CHARGES  APPLY IF I SURRENDER  A CONTRACT?

There are no charges  imposed on partial or full  surrenders  of the  Contracts,
except that the annual contract  maintenance fee will be deducted at the time of
a full surrender.  Surrender  procedures are described in the Surrenders section
beginning  on page 29 of this  prospectus.  A penalty  tax may be imposed at the
time of a  surrender  depending  on  your  age and  other  circumstances  of the
surrender.  Tax  consequences  of a surrender  are  described in the Federal Tax
Matters  section on page 34 of this  prospectus.  The right to surrender  may be
restricted under certain tax-qualified plans.

WHAT OTHER CHARGES AND DEDUCTIONS APPLY TO THE CONTRACT?

The Company  will charge the fees and charges  listed  below  unless the Company
waives the fee or charge as  discussed  in the  Charges and  Deductions  section
beginning on page 21 of this prospectus:

o  a transfer fee for certain transfers between investment options;
o  an annual contract maintenance fee, which is assessed only against
   investments in the Sub-Accounts;
o  a mortality  and expense  risk  charge,  which is an expense of the  Separate
   Account and charged against all assets in the  Sub-Accounts  (this charge may
   never be waived);
o  an administration charge, which is an expense of the Separate Account
   and charged against all assets in the Sub-Accounts; and
o  premium taxes in some States (where taxes apply, they may never be
   waived).

In addition to charges and deductions under the Contracts,  the Portfolios incur
expenses that are passed  through to owners.  Portfolio  expenses for the fiscal
year ending  December  31, 1999 are  included in the Fee Table on page 6 of this
prospectus  and are described in the  prospectuses  and statements of additional
information for the Portfolios.

HOW DO I CONTACT THE COMPANY?

Any questions or inquiries  should be directed to the  Company's  Administrative
Office,  P.O. Box 5423,  Cincinnati,  Ohio  45201-5423,  (800) 789-6771.  Please
include the Contract number and the owner's name.

                                       5
<PAGE>


<TABLE>
<CAPTION>

FEE TABLE

--------------------------------------------------------------------------------
OWNER TRANSACTION EXPENSES
<S>     <C>                                                                     <C>

Sales load imposed on purchase  payments or on  surrenders                      NONE
Transfer Fee (applies to transfers in excess of 12 in any contract year)        $25
Annual Contract Maintenance Fee (not assessed against fixed account options)    $40
</TABLE>

<TABLE>
<CAPTION>

SEPARATE ACCOUNT ANNUAL EXPENSES
(As a  percentage  of  the  average  value  of  the  owner's  interest  in the
Sub-Accounts)
<S>     <C>                         <C>                        <C>                         <C>

                                                                                           ENHANCED CONTRACTS
                                                                                           WITH ADMINISTRATION
                                    STANDARD CONTRACTS         ENHANCED CONTRACTS             CHARGE WAIVED

Mortality and Expense Risk Charge         1.25%                0.95%     0.75%             0.95%     0.75%
Administration Charge                     0.15%                0.15%     0.15%             0.00%     0.00%
                                          -----                -----    -----              -----     -----
Total Separate Account Annual Expenses    1.40%                1.10%     0.90%             0.95%     0.75%
</TABLE>

<TABLE>
<CAPTION>

PORTFOLIO  ANNUAL  EXPENSES  (AFTER  EXPENSE  REIMBURSEMENT)  FOR  YEAR  ENDED 12/31/991
(As a percentage of Portfolio average net assets)

SUB-ACCOUNT                                                            MANAGEMENT    OTHER       TOTAL
                                                                          FEES     EXPENSES    EXPENSES
------------------------------------------------------------------------------------------------------
<S>     <C>                                                            <C>          <C>        <C>

Janus A.S.-Aggressive Growth Portfolio2                                  0.65       0.02        0.67
Janus A.S.-Worldwide Growth Portfolio2                                   0.65       0.05        0.70
Janus A.S.-Balanced Portfolio2                                           0.65       0.02        0.67
Janus A.S.-Growth Portfolio2                                             0.65       0.02        0.67
Janus A.S.-International Growth Portfolio2                               0.65       0.11        0.76
Janus A.S.-Capital Appreciation Portfolio2                               0.65       0.04        0.69
Dreyfus V.I.F.-Appreciation Portfolio                                    0.75       0.03        0.78
Dreyfus V.I.F.-Money Market Portfolio                                    0.50       0.08        0.58
Dreyfus V.I.F.-Growth and Income Portfolio                               0.75       0.04        0.79
Dreyfus V.I.F.-Small Cap Portfolio                                       0.75       0.03        0.78
The Dreyfus Socially Responsible Growth Fund, Inc.                       0.75       0.04        0.79
Dreyfus Stock Index Fund                                                 0.25       0.01        0.26
Strong Opportunity Fund II, Inc.                                         1.00       0.14        1.14
Strong Variable Insurance Funds, Inc.-Strong Mid Cap Growth Fund II      1.00       0.15        1.15
Deutsche VIT EAFE(REGISTERED)Equity Index Fund                           0.26       0.39        0.65
Deutsche VIT Equity 500 Index Fund                                       0.14       0.16        0.30
Deutsche VIT Small Cap Index Fund                                        0.13       0.32        0.45
INVESCO VIF-Equity Income Fund                                           0.75       0.42        1.17
INVESCO VIF-Total Return Fund                                            0.75       0.42        1.17
INVESCO VIF-High Yield Fund                                              0.60       0.47        1.07
Morgan Stanley UIF, Inc.-Mid Cap Value Portfolio                         0.43       0.62        1.05
Morgan Stanley UIF, Inc.-Value Portfolio                                 0.18       0.67        0.85
Morgan Stanley UIF, Inc.-Fixed Income Portfolio                          0.14       0.56        0.70
Morgan Stanley UIF, Inc.-U.S. Real Estate Portfolio                      0.00       1.10        1.10
Morgan Stanley UIF, Inc.-Emerging Markets Equity Portfolio               0.42       1.37        1.79
PBHG Insurance Series Fund, Inc.-PBHG Growth II Portfolio                0.85       0.35        1.20
PBHG Insurance Series Fund, Inc.-PBHG Large Cap Growth Portfolio         0.68       0.42        1.10
PBHG Insurance Series Fund, Inc.-PBHG Tech. & Comm. Portfolio            0.85       0.24        1.09
The Timothy Plan Small-Cap Variable Series                               1.00       0.18        1.18
</TABLE>


                                       6
<PAGE>


The purpose of the Fee Table is to assist the owner in understanding the various
costs and expenses that an owner will bear directly or indirectly. The Fee Table
reflects  expenses of the  Separate  Account as well as of the  Portfolios.  The
Separate Account expenses are discussed more fully in the Charges and Deductions
section  beginning on page 21 of this  prospectus.  The  Portfolio  expenses are
discussed  more  fully in the  Portfolio  prospectuses.  Premium  taxes may also
apply.
-------------------------

1 Data for each  Portfolio  are for its fiscal  year ended  December  31,  1999.
Actual  expenses  in future  years may be higher or lower.  Portfolios  may have
agreements  with their advisors to cap or waive fees,  and/or to reduce or waive
expenses  or  to  reimburse  expenses.  The  specific  terms  of  such  waivers,
reductions,  reimbursements  or fee  changes  are  discussed  in  the  Portfolio
prospectuses.  Fee and expenses shown below are actual fees and expenses  before
any applicable fee waivers or reductions or expense reimbursements.


2 Expenses are based upon expenses for the fiscal year ended  December 31, 1999,
restated  to  reflect a  reduction  in the  management  fee for the Janus  Aspen
Portfolios.

<TABLE>
<CAPTION>

SUB-ACCOUNT                                                            MANAGEMENT    OTHER       TOTAL
                                                                          FEES     EXPENSES    EXPENSES
------------------------------------------------------------------------------------------------------
<S>     <C>                                                            <C>          <C>        <C>

Janus A.S.-Aggressive Growth Portfolio2                                  0.65        0.02        0.67
Janus A.S.-Worldwide Growth Portfolio2                                   0.65        0.05        0.70
Janus A.S.-Balanced Portfolio2                                           0.65        0.02        0.67
Janus A.S.-Growth Portfolio2                                             0.65        0.02        0.67
Janus A.S.-International Growth Portfolio2                               0.65        0.11        0.76
Janus A.S.-Capital Appreciation Portfolio2                               0.65        0.04        0.69
Dreyfus V.I.F.-Appreciation Portfolio                                    0.75        0.03        0.78
Dreyfus V.I.F.-Money Market Portfolio                                    0.50        0.08        0.58
Dreyfus V.I.F.-Growth and Income Portfolio                               0.75        0.04        0.79
Dreyfus V.I.F.-Small Cap Portfolio                                       0.75        0.03        0.78
The Dreyfus Socially Responsible Growth Fund, Inc.                       0.75        0.04        0.79
Dreyfus Stock Index Fund                                                 0.25        0.01        0.26
Strong Opportunity Fund II, Inc.                                         1.00        0.14        1.14
Strong Variable Insurance Funds, Inc.-Strong Mid Cap Growth Fund II      1.00        0.17        1.17
Deutsche VIT EAFE(REGISTERED)Equity Index Fund                           0.45        0.69        1.15
Deutsche VIT Equity 500 Index Fund                                       0.20        0.23        0.43
Deutsche VIT Small Cap Index Fund                                        0.35        0.83        1.18
INVESCO VIF-Equity Income Fund                                           0.75        0.44        1.19
INVESCO VIF-Total Return Fund                                            0.75        0.55        1.30
INVESCO VIF-High Yield Fund                                              0.60        0.48        1.08
Morgan Stanley UIF, Inc.-Mid Cap Value Portfolio                         0.75        0.62        1.37
Morgan Stanley UIF, Inc.-Value Portfolio                                 0.55        0.67        1.22
Morgan Stanley UIF, Inc.-Fixed Income Portfolio                          0.40        0.56        0.96
Morgan Stanley UIF, Inc.-U.S. Real Estate Portfolio                      0.80        1.10        1.90
Morgan Stanley UIF, Inc.-Emerging Markets Equity Portfolio               1.25        1.37        2.62
PBHG Insurance Series Fund, Inc.-PBHG Growth II Portfolio                0.85        0.35        1.20
PBHG Insurance Series Fund, Inc.-PBHG Large Cap Growth Portfolio         0.75        0.42        1.17
PBHG Insurance Series Fund, Inc.-PBHG Tech. & Comm. Portfolio            0.85        0.24        1.09
The Timothy Plan Small-Cap Variable Series                               1.00        1.60        2.60
</TABLE>


                                       7
<PAGE>


<TABLE>
<CAPTION>

EXAMPLES                                                                              EXAMPLE (1.40% TOTAL SEPARATE
STANDARD CONTRACTS                                                                         ACCOUNT EXPENSES)

If the owner  surrenders his or her Contract at the end of the  applicable  time
period,  or if the owner does not  surrender  his or her  Contract,  or if it is
annuitized, the expenses shown would be charged on a $1,000 investment.

-----------------------------------------------------------------------------------------------------------------------------------
SUB-ACCOUNT                                                                       1 YEAR      3 YEARS     5 YEARS    10 YEARS
-----------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                                       <C>         <C>         <C>        <C>

Janus A.S.-Aggressive Growth Portfolio                                            $21          $69        $125       $304
Janus A.S.-Worldwide Growth Portfolio                                             $22          $70        $127       $307
Janus A.S.-Balanced Portfolio                                                     $21          $69        $125       $304
Janus A.S.-Growth Portfolio                                                       $21          $69        $125       $304
Janus A.S.-International Growth Portfolio                                         $22          $72        $130       $315
Janus A.S.-Capital Appreciation Portfolio                                         $22          $70        $126       $306
Dreyfus V.I.F.-Appreciation Portfolio                                             $23          $73        $131       $318
Dreyfus V.I.F.-Money Market Portfolio                                             $21          $67        $120       $292
Dreyfus V.I.F.-Growth and Income Portfolio                                        $23          $73        $132       $319
Dreyfus V.I.F.-Small Cap Portfolio                                                $23          $73        $131       $318
The Dreyfus Socially Responsible Growth Fund, Inc.                                $23          $73        $132       $319
Dreyfus Stock Index Fund                                                          $17          $56        $101       $248
Strong Opportunity Fund II, Inc.                                                  $26          $85        $152       $364
Strong Variable  Insurance Funds,  Inc.-Strong Mid Cap Growth Fund II             $26          $85        $152       $365
Deutsche VIT EAFE(REGISTERED)Equity Index Fund                                    $21          $69        $124       $301
Deutsche VIT Equity 500 Index Fund                                                $18          $57        $104       $254
Deutsche VIT Small Cap Index Fund                                                 $19          $62        $112       $274
INVESCO VIF-Equity Income Fund                                                    $27          $86        $154       $370
INVESCO VIF-Total Return Fund                                                     $28          $90        $160       $384
INVESCO VIF-High Yield Fund                                                       $26          $83        $148       $356
Morgan Stanley UIF, Inc.-Mid Cap Value Portfolio                                  $25          $82        $147       $353
Morgan Stanley UIF, Inc.-Value Portfolio                                          $23          $75        $135       $327
Morgan Stanley UIF, Inc.-Fixed Income Portfolio                                   $22          $70        $127       $307
Morgan Stanley UIF, Inc.-U.S. Real Estate Portfolio                               $26          $83        $149       $359
Morgan Stanley UIF, Inc.-Emerging Markets Equity Portfolio                        $33         $105        $187       $442
PBHG Insurance Series Fund, Inc.-PBHG Growth II Portfolio                         $27          $86        $155       $371
PBHG Insurance Series Fund, Inc.-PBHG Large Cap Growth Portfolio                  $26          $83        $149       $359
PBHG Insurance Series Fund, Inc.-PBHG Tech. & Comm. Portfolio                     $26          $83        $149       $358
The Timothy Plan Small-Cap Variable Series                                        $27          $86        $154       $369
</TABLE>



                                       8
<PAGE>


<TABLE>
<CAPTION>


ENHANCED CONTRACTS                                                                     EXAMPLE (1.10% TOTAL SEPARATE ACCOUNT
                                                                                                    EXPENSES)
If the owner  surrenders his or her Contract at the end of the  applicable  time
period,  or if the owner does not  surrender  his or her  Contract,  or if it is
annuitized, the expenses shown would be charged on a $1,000 investment.
-----------------------------------------------------------------------------------------------------------------------------------
SUB-ACCOUNT                                                                      1 YEAR    3 YEARS   5 YEARS  10 YEARS
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>       <C>       <C>      <C>

Janus A.S.-Aggressive Growth Portfolio                                              $18      $60     $108      $264
Janus A.S.-Worldwide Growth Portfolio                                               $19      $61     $110      $268
Janus A.S.-Balanced Portfolio                                                       $18      $60     $108      $264
Janus A.S.-Growth Portfolio                                                         $18      $60     $108      $264
Janus A.S.-International Growth Portfolio                                           $19      $63     $113      $276
Janus A.S.- Capital Appreciation Portfolio                                          $19      $60     $109      $266
Dreyfus V.I.F.-Appreciation Portfolio                                               $20      $63     $114      $278
Dreyfus V.I.F.-Money Market Portfolio                                               $17      $57     $103      $251
Dreyfus V.I.F.-Growth and Income Portfolio                                          $20      $64     $115      $280
Dreyfus V.I.F.-Small Cap Portfolio                                                  $20      $63     $114      $278
The Dreyfus Socially Responsible Growth Fund, Inc.                                  $20      $64     $115      $280
Dreyfus Stock Index Fund                                                            $14      $46      $84      $207
Strong Opportunity Fund II, Inc.                                                    $23      $75     $135      $326
Strong  Variable  Insurance  Funds,  Inc.-Strong Mid Cap Growth Fund II             $23      $75     $135      $327
Deutsche VIT EAFE(REGISTERED)Equity Index Fund                                      $18      $59     $107      $261
Deutsche VIT Equity 500 Index Fund                                                  $15      $48      $86      $212
Deutsche VIT Small Cap Index Fund                                                   $16      $53      $95      $233
INVESCO VIF-Equity Income Fund                                                      $24      $77     $138      $332
INVESCO VIF-Total Return Fund                                                       $25      $80     $144      $346
INVESCO VIF-High Yield Fund                                                         $23      $73     $131      $318
Morgan Stanley UIF, Inc.-Mid Cap Value Portfolio                                    $22      $72     $130      $314
Morgan Stanley UIF, Inc.-Value Portfolio                                            $20      $66     $118      $288
Morgan Stanley UIF, Inc.-Fixed Income Portfolio                                     $19      $61     $110      $268
Morgan Stanley UIF, Inc.-U.S. Real Estate Portfolio                                 $23      $74     $133      $321
Morgan Stanley UIF, Inc.-Emerging Markets Equity Portfolio                          $30      $96     $171      $407
PBHG Insurance Series Fund, Inc.-PBHG Growth II Portfolio                           $24      $77     $138      $334
PBHG Insurance  Series Fund,  Inc.-PBHG Large Cap Growth Portfolio                  $23      $74     $133      $321
PBHG  Insurance  Series  Fund,  Inc.-PBHG  Tech. & Comm. Portfolio                  $23      $73     $132      $319
The Timothy Plan Small-Cap Variable Series                                          $24      $76     $137      $331
</TABLE>


                                       9
<PAGE>


<TABLE>
<CAPTION>

ENHANCED CONTRACTS                                                                 EXAMPLE (0.90% TOTAL SEPARATE
                                                                                        ACCOUNT EXPENSES)
If the owner  surrenders his or her Contract at the end of the  applicable  time
period,  or if the owner does not  surrender  his or her  Contract,  or if it is
annuitized, the expenses shown would be charged on a $1,000 investment.
----------------------------------------------------------------------------------------------------------------------------------
SUB-ACCOUNT                                                                      1 YEAR  3 YEARS  5 YEARS  10 YEARS
-----------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                                      <C>     <C>      <C>      <C>

Janus A.S.-Aggressive Growth Portfolio                                             $16      $53     $96    $236
Janus A.S.-Worldwide Growth Portfolio                                              $17      $54     $98    $241
Janus A.S.-Balanced Portfolio                                                      $16      $53     $96    $236
Janus A.S.-Growth Portfolio                                                        $16      $53     $96    $236
Janus A.S.-International Growth Portfolio                                          $17      $56    $102    $249
Janus A.S.- Capital Appreciation Portfolio                                         $17      $54     $97    $239
Dreyfus V.I.F.-Appreciation Portfolio                                              $17      $57    $103    $251
Dreyfus V.I.F.-Money Market Portfolio                                              $15      $50     $91    $224
Dreyfus V.I.F.-Growth and Income Portfolio                                         $18      $57    $103    $253
Dreyfus V.I.F.-Small Cap Portfolio                                                 $17      $57    $103    $251
The Dreyfus Socially Responsible Growth Fund, Inc.                                 $18      $57    $103    $253
Dreyfus Stock Index Fund                                                           $12      $40     $72    $178
Strong Opportunity Fund II, Inc.                                                   $21      $69    $123    $300
Strong  Variable  Insurance  Funds,  Inc.-Strong Mid Cap Growth Fund II            $21      $69    $124    $301
Deutsche VIT EAFE(REGISTERED)Equity Index Fund                                     $16      $53     $95    $234
Deutsche VIT Equity 500 Index Fund                                                 $13      $41     $74    $184
Deutsche VIT Small Cap Index Fund                                                  $14      $46     $83    $206
INVESCO VIF-Equity Income Fund                                                     $22      $70    $126    $306
INVESCO VIF-Total Return Fund                                                      $23      $74    $132    $321
INVESCO VIF-High Yield Fund                                                        $21      $67    $120    $292
Morgan Stanley UIF, Inc.-Mid Cap Value Portfolio                                   $20      $66    $118    $288
Morgan Stanley UIF, Inc.-Value Portfolio                                           $18      $59    $107    $261
Morgan Stanley UIF, Inc.-Fixed Income Portfolio                                    $17      $54     $98    $241
Morgan Stanley UIF, Inc.-U.S. Real Estate Portfolio                                $21      $67    $121    $294
Morgan Stanley UIF, Inc.-Emerging Markets Equity Portfolio                         $28      $89    $160    $382
PBHG Insurance Series Fund, Inc.-PBHG Growth II Portfolio                          $22      $70    $127    $308
PBHG Insurance  Series Fund,  Inc.-PBHG Large Cap Growth Portfolio                 $21      $67    $121    $294
PBHG  Insurance  Series  Fund,  Inc.-PBHG  Tech. & Comm. Portfolio                 $21      $67    $121    $293
The Timothy Plan Small-Cap Variable Series                                         $22      $70    $126    $305
</TABLE>


                                       9A
<PAGE>


<TABLE>
<CAPTION>

ENHANCED CONTRACTS WITH ADMINISTRATION CHARGE WAIVED                                  EXAMPLE (0.95% TOTAL SEPARATE ACCOUNT
                                                                                                 ANNUAL EXPENSES)
If the owner  surrenders his or her Contract at the end of the  applicable  time
period,  or if the owner does not  surrender  his or her  Contract,  or if it is
annuitized, the expenses shown would be charged on a $1,000 investment.

-----------------------------------------------------------------------------------------------------------------------------------
SUB-ACCOUNT                                                                      1 YEAR  3 YEARS  5 YEARS  10 YEARS
-----------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                                      <C>     <C>      <C>      <C>

Janus A.S.-Aggressive Growth Portfolio                                             $17      $55      $99    $243
Janus A.S.-Worldwide Growth Portfolio                                              $17      $56     $101    $247
Janus A.S.-Balanced Portfolio                                                      $17      $55      $99    $243
Janus A.S.-Growth Portfolio                                                        $17      $55      $99    $243
Janus A.S.-International Growth Portfolio                                          $18      $58     $104    $256
Janus A.S.-Capital Appreciation Portfolio                                          $17      $55     $100    $246
Dreyfus V.I.F.-Appreciation Portfolio                                              $18      $58     $106    $258
Dreyfus V.I.F.-Money Market Portfolio                                              $16      $52      $94    $231
Dreyfus V.I.F.-Growth and Income Portfolio                                         $18      $59     $106    $260
Dreyfus V.I.F.-Small Cap Portfolio                                                 $18      $58     $106    $258
The Dreyfus Socially Responsible Growth Fund, Inc.                                 $18      $59     $106    $260
Dreyfus Stock Index Fund                                                           $13      $41      $75    $186
Strong Opportunity Fund II, Inc.                                                   $22      $70     $126    $306
Strong Variable Insurance Funds, Inc.-Strong Mid Cap Growth Fund II                $22      $70     $127    $308
Deutsche VIT EAFE(REGISTERED)Equity Index Fund                                     $17      $54      $98    $240
Deutsche VIT Equity 500 Index Fund                                                 $13      $43      $77    $191
Deutsche VIT Small Cap Index Fund                                                  $15      $48      $86    $213
INVESCO VIF-Equity Income Fund                                                     $22      $72     $129    $313
INVESCO VIF-Total Return Fund                                                      $23      $75     $135    $327
INVESCO VIF-High Yield Fund                                                        $21      $68     $123    $298
Morgan Stanley UIF, Inc.-Mid Cap Value Portfolio                                   $21      $67     $121    $294
Morgan Stanley UIF, Inc.-Value Portfolio                                           $19      $61     $110    $268
Morgan Stanley UIF, Inc.-Fixed Income Portfolio                                    $17      $56     $101    $247
Morgan Stanley UIF, Inc.-U.S. Real Estate Portfolio                                $21      $69     $124    $301
Morgan Stanley UIF, Inc.-Emerging Markets Equity Portfolio                         $28      $91     $163    $388
PBHG  Insurance   Series  Fund,   Inc.-PBHG   Growth  II Portfolio                 $22      $72     $130    $314
PBHG Insurance  Series Fund,  Inc.-PBHG Large Cap Growth Portfolio                 $21      $69     $124    $301
PBHG  Insurance  Series  Fund,  Inc.-PBHG  Tech. & Comm. Portfolio                 $21      $69     $123    $300
The Timothy Plan Small-Cap Variable Series                                         $22      $71     $129    $312
</TABLE>

THE EXAMPLES ARE NOT  INDICATIVE  OF PAST OR FUTURE  EXPENSES OR ANNUAL RATES OF
RETURN OF ANY PORTFOLIO.  ACTUAL EXPENSES AND ANNUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE ASSUMED IN THE EXAMPLES. The examples assume the reinvestment
of all dividends and  distributions,  no transfers among Sub-Accounts or between
the fixed account options and the  Sub-Accounts  and a 5% annual rate of return.
The contract  maintenance  fee is reflected in the examples as a charge of $0.05
per year based on the ratio of actual  contract  maintenance  fees collected for
the year ended 12/31/99 to total net assets as of 12/31/99.  The examples do not
include charges for premium taxes.


                                       10
<PAGE>


<TABLE>
<CAPTION>

ENHANCED CONTRACTS WITH ADMINISTRATION CHARGE WAIVED                                     EXAMPLE (0.75% TOTAL SEPARATE ACCOUNT
                                                                                            ANNUAL EXPENSES)
If the owner  surrenders his or her Contract at the end of the  applicable  time
period,  or if the owner does not  surrender  his or her  Contract,  or if it is
annuitized, the expenses shown would be charged on a $1,000 investment.
-----------------------------------------------------------------------------------------------------------------------------------
SUB-ACCOUNT                                                                      1 YEAR  3 YEARS  5 YEARS  10 YEARS
-----------------------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                                      <C>     <C>      <C>      <C>

Janus A.S.-Aggressive Growth Portfolio                                            $15      $48     $87     $215
Janus A.S.-Worldwide Growth Portfolio                                             $15      $49     $89     $220
Janus A.S.-Balanced Portfolio                                                     $15      $48     $87     $215
Janus A.S.-Growth Portfolio                                                       $15      $48     $87     $215
Janus A.S.-International Growth Portfolio                                         $16      $51     $93     $228
Janus A.S.- Capital Appreciation Portfolio                                        $15      $49     $89     $218
Dreyfus V.I.F.-Appreciation Portfolio                                             $16      $52     $94     $231
Dreyfus V.I.F.-Money Market Portfolio                                             $14      $45     $82     $203
Dreyfus V.I.F.-Growth and Income Portfolio                                        $16      $52     $94     $232
Dreyfus V.I.F.-Small Cap Portfolio                                                $16      $52     $94     $231
The Dreyfus Socially Responsible Growth Fund, Inc.                                $16      $52     $94     $232
Dreyfus Stock Index Fund                                                          $11      $35     $63     $157
Strong Opportunity Fund II, Inc.                                                  $20      $64    $115     $280
Strong  Variable  Insurance  Funds,  Inc.-Strong Mid Cap Growth Fund II           $20      $64    $115     $281
Deutsche VIT EAFE(REGISTERED)Equity Index Fund                                    $15      $48     $86     $213
Deutsche VIT Equity 500 Index Fund                                                $11      $36     $65     $162
Deutsche VIT Small Cap Index Fund                                                 $13      $41     $74     $184
INVESCO VIF-Equity Income Fund                                                    $20      $65    $118     $286
INVESCO VIF-Total Return Fund                                                     $21      $69    $124     $301
INVESCO VIF-High Yield Fund                                                       $19      $62    $111     $272
Morgan Stanley UIF, Inc.-Mid Cap Value Portfolio                                  $19      $61    $110     $268
Morgan Stanley UIF, Inc.-Value Portfolio                                          $17      $54     $98     $241
Morgan Stanley UIF, Inc.-Fixed Income Portfolio                                   $15      $49     $89     $220
Morgan Stanley UIF, Inc.-U.S. Real Estate Portfolio                               $19      $62    $113     $274
Morgan Stanley UIF, Inc.-Emerging Markets Equity Portfolio                        $26      $84    $151     $364
PBHG Insurance Series Fund, Inc.-PBHG Growth II Portfolio                         $20      $66    $118     $288
PBHG Insurance  Series Fund,  Inc.-PBHG Large Cap Growth Portfolio                $19      $62    $113     $274
PBHG  Insurance  Series  Fund,  Inc.-PBHG  Tech. & Comm. Portfolio                $19      $62    $112     $273
The Timothy Plan Small-Cap Variable Series                                        $20      $65    $117     $285
</TABLE>

THE EXAMPLES ARE NOT  INDICATIVE  OF PAST OR FUTURE  EXPENSES OR ANNUAL RATES OF
RETURN OF ANY PORTFOLIO.  ACTUAL EXPENSES AND ANNUAL RATES OF RETURN MAY BE MORE
OR LESS THAN THOSE ASSUMED IN THE EXAMPLES. The examples assume the reinvestment
of all dividends and  distributions,  no transfers among Sub-Accounts or between
the fixed account options and the  Sub-Accounts  and a 5% annual rate of return.
The contract  maintenance  fee is reflected in the examples as a charge of $0.05
per year based on the ratio of actual  contract  maintenance  fees collected for
the year ended 12/31/99 to total net assets as of 12/31/99.  The examples do not
include charges for premium taxes.


                                       10A
<PAGE>
<TABLE>
<CAPTION>
CONDENSED FINANCIAL INFORMATION
---------------------------------------------------------------------------------------------------------------------
                                                                                      STANDARD CONTRACTS
            SUB-ACCOUNT                                                         12/31/97     12/31/98       12/31/99
---------------------------------------------------------------------------------------------------------------------
<S>     <C>                                                                    <C>           <C>            <C>
Janus       Aggressive Growth Portfolio
Aspen             Accumulation Unit Value                                      10.723950    14.199318       31.565210
Series            Accumulation Units Outstanding                               2,830.076   53,896.345     329,807.902
            ---------------------------------------------------------------------------------------------------------
            Worldwide Growth Portfolio
                  Accumulation Unit Value                                       9.935860    12.632936       20.488548
                  Accumulation Units Outstanding                              56,665.753  402,131.168   1,026,072.851
            ---------------------------------------------------------------------------------------------------------
            Balanced Portfolio
                  Accumulation Unit Value                                      10.604609    14.043929       17.556100
                  Accumulation Units Outstanding                              30,519.754  373.285.807   1,571,579.505
            ---------------------------------------------------------------------------------------------------------
            Growth Portfolio
                  Accumulation Unit Value                                     10.239960     13.699715       19.453513
                  Accumulation Units Outstanding                             32,737.591   172,190.630     643,514.256
            ---------------------------------------------------------------------------------------------------------
            International Growth Portfolio
                  Accumulation Unit Value                                      9.735841     11.256365       20.234788
                  Accumulation Units Outstanding                             12,541.039    45,382.775     142,343.325
            ---------------------------------------------------------------------------------------------------------
            Capital Appreciation Portfolio
                  Accumulation Unit Value                                           N/A           N/A       13.234548
                  Accumulation Units Outstanding                                    N/A           N/A     471,936.628
            ---------------------------------------------------------------------------------------------------------
Dreyfus     Appreciation Portfolio
Variable          Accumulation Unit Value                                     10.103905     12.975443       14.262203
Investment        Accumulation Units Outstanding                             18,347.666   170,523.015     517,772.082
Fund            -----------------------------------------------------------------------------------------------------
            Money Market Portfolio
                  Accumulation Unit Value                                      1.016499      1.050876        1.083700
                  Accumulation Units Outstanding                                  0.000   658,981.650   2,638,837.162
            ---------------------------------------------------------------------------------------------------------
            Growth and Income Portfolio
                  Accumulation Unit Value                                      10.196538    11.243790       12.961023
                  Accumulation Units Outstanding                              32,231.762  159,409.837     331,756.261
            ---------------------------------------------------------------------------------------------------------
            Small Cap Portfolio
                  Accumulation Unit Value                                      10.362314     9.867472       11.984035
                  Accumulation Units Outstanding                              41,359.506  171,968.905     275,503.637
            ---------------------------------------------------------------------------------------------------------
The Dreyfus Socially Responsible Growth Fund, Inc.
                  Accumulation Unit Value                                      10.320883    13.169143       16.894039
                  Accumulation Units Outstanding                              26,332.500  140,614.024     408,482.196
            ---------------------------------------------------------------------------------------------------------
Dreyfus Stock Index Fund
                  Accumulation Unit Value                                      10.479569    13.250646       15.760394
                  Accumulation Units Outstanding                              69,510.645  779,485.606   2,129,772.165
           ----------------------------------------------------------------------------------------------------------
Strong Opportunity Fund II, Inc.
                  Accumulation Unit Value                                      10.727356    12.012034       15.981484
                  Accumulation Units Outstanding                               6,416.208   72,644.387     138,453.066
           ----------------------------------------------------------------------------------------------------------
Strong Variable Insurance Funds, Inc.-Strong Mid Cap Growth Fund II
                  Accumulation Unit Value                                      10.707133    13.587521       25.444156
                  Accumulation Units Outstanding                               2,147.556   33,197.715     120,559.085
           ----------------------------------------------------------------------------------------------------------
Deutsche    Deutsche VIT EAFE(REGISTERED) Equity Index Fund
Asset             Accumulation Unit Value                                            N/A          N/A       11.958486
Management        Accumulation Units Outstanding                                     N/A          N/A       6,821.832
VIT Funds   ---------------------------------------------------------------------------------------------------------
            Deutsche VIT Equity 500 Index Fund
                  Accumulation Unit Value                                            N/A          N/A       10.815237
                  Accumulation Units Outstanding                                     N/A          N/A      73,596.514
                  Outstanding
            ---------------------------------------------------------------------------------------------------------
            Deutsche VIT Small Cap Index Fund
                  Accumulation Unit Value                                            N/A          N/A       11.606269
                  Accumulation Units Outstanding                                     N/A          N/A      15,259.149
                  Outstanding
            ---------------------------------------------------------------------------------------------------------
INVESCO     INVESCO VIF-Equity Income Fund
Variable          Accumulation Unit Value                                      10.659157    12.120155       13.726769
Investment        Accumulation Units Outstanding                              33,269.953  200,541.938     553,696.171
Funds, Inc

                                                                 11

<PAGE>

            ---------------------------------------------------------------------------------------------------------
            INVESCO VIF-Total Return Fund
                  Accumulation Unit Value                                      10.503108    11.348675       10.811807
                  Accumulation Units Outstanding                              14,641.934  154,762.526     258,825.173
            ---------------------------------------------------------------------------------------------------------
            INVESCO VIF-High Yield Fund
                  Accumulation Unit Value                                      10.687084    10.689459       11.510803
                  Accumulation Units Outstanding                              10,260.821   70,047.913     221,636.210
</TABLE>

                                                                 11A
<PAGE>


<TABLE>
<CAPTION>

CONDENSED FINANCIAL INFORMATION
-------------------------------------------------------------------------------------------------------------------------

                                                                                       STANDARD CONTRACTS
             SUB-ACCOUNT                                                         12/31/97    12/31/98    12/31/99
             ------------------------------------------------------------------------------------------------------------
<S>     <C>                                                                      <C>         <C>         <C>

 Morgan     Mid Cap Value Portfolio
 Stanley          Accumulation Unit Value                                      11.113227    12.705082       15.049488
 UIF Funds,       Accumulation Units Outstanding                              16,674.966  111,076.120     183,388.647
 Inc.        -----------------------------------------------------------------------------------------------------------
             Value Portfolio
                  Accumulation Unit Value                                      10.204064     9.848411        9.536137
                  Accumulation Units Outstanding                               9,944.401   34,212.111      78,330.649
            ------------------------------------------------------------------------------------------------------------
            Fixed Income Portfolio
                  Accumulation Unit Value                                      10.412276    11.079965       10.749115
                  Accumulation Units Outstanding                                   4.653   46,348.096     279,193.758
            ------------------------------------------------------------------------------------------------------------
            U.S. Real Estate Portfolio
                  Accumulation Unit Value                                      11.101269     9.758808        9.482378
                  Accumulation Units Outstanding                               7,200.060   43,786.457      86,941.426
            ------------------------------------------------------------------------------------------------------------
            Emerging Markets Equity Portfolio
                  Accumulation Unit Value                                       7.911559     5.915866       11.416896
                  Accumulation Units Outstanding                               9,042.956   30,255.642      56,080.554
            ------------------------------------------------------------------------------------------------------------
 PBHG       PBHG Growth II Portfolio
 Insurance        Accumulation Unit Value                                       9.511124    10.147606       19.835104
 Series           Accumulation Units Outstanding                               6,195.935   24,618.770      67,359.578
 Fund,       -----------------------------------------------------------------------------------------------------------
 Inc.       PBHG Large Cap Growth Portfolio
                  Accumulation Unit Value                                      10.150555    13.076352       21.307087
                  Accumulation Units Outstanding                              11,415.131   31,474.961     158,614.893
            ------------------------------------------------------------------------------------------------------------
            PBHG Technology & Communications Portfolio
                  Accumulation Unit Value                                       9.057045    11.808346       38,941384
                  Accumulation Units Outstanding                              20,974.008   65,820.143     433,441.908
            ------------------------------------------------------------------------------------------------------------
 The Timothy Plan Small-Cap Variable Series
                  Accumulation Unit Value                                           N/A     10.283942       12.097693
                  Accumulation Units Outstanding                                    N/A    29,293.327      94,238.615
</TABLE>

The  above  table  gives  year-end   Accumulation   Unit  information  for  each
Sub-Account  from the end of the year of inception  to December  31, 1999.  This
information  should be read in conjunction with the Separate  Account  financial
statements,  including the notes to those statements. The beginning Accumulation
Unit Value for each  Sub-Account  other than the Dreyfus Money Market  Portfolio
Sub-Account was 10.000000 as of July 15, 1997 (the Separate Account commencement
date),  or as of May 1, 1998 (the  effective  date of the  Sub-Account)  for the
Timothy Plan Small-Cap Variable Series, or as of May 1, 1999 (the effective date
of the  Sub-Account) for the Janus Aspen Series Capital  Appreciation  Portfolio
and the three Deutsche Asset Management  Funds. The beginning  Accumulation Unit
Value for the Dreyfus Money Market Portfolio Sub-Account was 1.000000 as of July
15, 1997.  The  Contracts  were not  available  for sale until July 22, 1998. No
Enhanced Contracts or Enhanced Contracts with Administration  Charge waived were
issued as of December 31, 1999.


FINANCIAL STATEMENTS

The financial statements and reports of independent auditors for the Company and
for  the  Separate   Account  are  included  in  the   statement  of  additional
information.


                                       12
<PAGE>


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.  Performance  data and a more detailed
description of the methods used to determine yield and total return are included
in 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 "effective yield" of the money market Sub-Account is the same as the
"yield"  except  that it  assumes  reinvestment  of the  income  earned  in that
Sub-Account.  The effective yield will be slightly higher than the yield because
of the  compounding  effect of this assumed  reinvestment.  The Company does not
advertise yields for any Sub-Account other than the money market Sub-Account.

TOTAL RETURN DATA


The Company may advertise two types of total return data:  "average annual total
return" and "cumulative  total return." Average annual total return is presented
in both standardized and  non-standardized  form.  "Standardized"  total returns
data  reflects the  deduction of all charges that apply to all Contracts of that
type,  except for premium taxes.  "Non-standardized"  total return data does not
reflect the deduction of contract maintenance fees. Cumulative total return data
is currently presented only in non-standardized form.


Total  return data that does not  reflect  all  charges  will be higher than the
total return realized by an investor who incurs the charges.

"Average annual total return" is either  hypothetical or actual return data that
reflects performance of a Sub-Account for a one-year period or for an average of
consecutive   one-year   periods.   If  average  annual  total  return  data  is
hypothetical,  it reflects  performance for a period of time before the Separate
Account commenced operations.  When a Sub-Account has been in operation for one,
five and ten years,  average  annual total  return will be  presented  for these
periods, although other periods may be presented as well.

"Cumulative  total  return" is either  hypothetical  or actual  return data that
reflects  the  performance  of a  Sub-Account  from the  beginning of the period
presented to the end of the period presented. If cumulative total return data is
hypothetical,  it reflects  performance for a period of time before the Separate
Account commenced operations.

OTHER PERFORMANCE MEASURES

The Company may include in reports and  promotional  literature  rankings of the
Sub-Accounts,  the  Separate  Account  or the  Contracts,  as  published  by any
service,  company,  or person who ranks  separate  accounts or other  investment
products on overall  performance or other  criteria.  Examples of companies that
publish   such   rankings  are  Lipper   Analytical   Services,   Inc.,   VARDS,
IBC/Donoghue's Money Fund Report,  Financial Planning Magazine,  Money Magazine,
Bank Rate Monitor,  Standard & Poor's Indices,  Dow Jones Industrial Average and
Morningstar.

The Company may also:

o     compare the performance of a Sub-Account with applicable indices and/or
      industry averages;
o     present performance information that reflects the effects of
      tax-deferred compounding on Sub-Account investment returns;
o     compare investment return on a tax-deferred basis with currently
      taxable investment return;
o     illustrate investment returns by graphs, charts, or otherwise.


                                       13
<PAGE>



THE PORTFOLIOS
------------------------------------------------------------------------------

The Separate Account is currently divided into 29 Sub-Accounts. Each Sub-Account
is invested in a Portfolio. Each Portfolio has its own investment objectives and
policies. The current Portfolio  prospectuses,  which accompany this prospectus,
contain additional information concerning the investment objectives and policies
of each Portfolio,  the investment advisory services and administrative services
of each Portfolio and the charges of each Portfolio.  There is no assurance that
the  Portfolios  will  achieve  their  stated  objectives.  YOU SHOULD  READ THE
PORTFOLIO  PROSPECTUSES  CAREFULLY  BEFORE  MAKING ANY DECISION  CONCERNING  THE
ALLOCATION OF PURCHASE PAYMENTS TO, OR TRANSFERS AMONG, THE SUB-ACCOUNTS.


All dividends and capital gains  distributed by the Portfolios are reinvested in
the Separate  Account and  reflected  in  Accumulation  Unit  Values.  Portfolio
dividends and net capital gains are not distributed to owners.

The Securities and Exchange  Commission does not supervise the management or the
investment  practices  and/or policies of any of the Portfolios.  The Portfolios
are  available  only through  insurance  company  separate  accounts and certain
qualified retirement plans. Though a Portfolio may have a name and/or investment
objectives  which are  similar to those of a  publicly  available  mutual  fund,
and/or may be managed by the same  investment  advisor  that  manages a publicly
available mutual fund, the performance of the Portfolio is entirely  independent
of the performance of any publicly  available  mutual fund.  Neither the Company
nor the Portfolios  make any  representations  or assurances that the investment
performance  of any  Portfolio  will be the same or  similar  to the  investment
performance of any publicly available mutual fund.

JANUS ASPEN SERIES

ADVISOR:                    AGGRESSIVE GROWTH PORTFOLIO
JANUS CAPITAL CORPORATION   A non-diversified  portfolio  that  seeks  long-term
                            growth of capital by  investing  primarily in common
                            stocks  selected  for their  growth  potential,  and
                            normally  invests at least 50% of its equity  assets
                            in medium-sized companies.


ADVISOR:                    WORLDWIDE GROWTH PORTFOLIO
JANUS CAPITAL  CORPORATION  A diversified  portfolio that seeks long-term growth
                            of   capital  in  a  manner   consistent   with  the
                            preservation  of capital by  investing  primarily in
                            common  stocks of companies  of any size  throughout
                            the  world.   International  investing  may  present
                            special risks,  including currency  fluctuations and
                            social and political developments.


ADVISOR:                    BALANCED PORTFOLIO
JANUS CAPITAL CORPORATION   A diversified portfolio that seeks long-term capital
                            growth,  consistent with preservation of capital and
                            balanced by current income.  The Portfolio  normally
                            invests 40-60% of its assets in securities  selected
                            primarily  for their growth  potential and 40-60% of
                            its  assets in  securities  selected  primarily  for
                            their income potential.  The Portfolio will normally
                            invest  at least 25% of its  assets in  fixed-income
                            securities.


ADVISOR:                    GROWTH PORTFOLIO
JANUS CAPITAL  CORPORATION  A diversified portfolio that seeks  long-term growth
                            of   capital  in  a  manner   consistent   with  the
                            preservation  of capital by  investing  primarily in
                            common stocks  selected for their growth  potential.
                            Although  the  Portfolio  can invest in companies of
                            any size,  it  generally  invests  in  larger,  more
                            established companies.


ADVISOR:                    INTERNATIONAL GROWTH PORTFOLIO
JANUS CAPITAL  CORPORATION  A diversified portfolio that seeks long-term growth
                            of  capital by  investing  at least 65% of its total
                            assets in  securities  from at least five  different
                            countries,     excluding    the    United    States.
                            International  investing may present  special risks,
                            including  currency   fluctuations  and  social  and
                            political developments.


                                       14
<PAGE>







ADVISOR:                    CAPITAL APPRECIATION PORTFOLIO
JANUS CAPITAL CORPORATION   A  non-diversified  portfolio that  seeks  long-term
                            growth of capital by  investing  primarily in common
                            stocks  selected  for their  growth  potential.  The
                            Portfolio may invest in companies of any size,  from
                            larger,   well-established   companies  to  smaller,
                            emerging growth companies.

DREYFUS PORTFOLIOS

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

ADVISOR:                    DREYFUS VARIABLE INVESTMENT FUND- APPRECIATION PORTFOLIO
THE DREYFUS CORPORATION     The Appreciation  Portfolio seeks to provide long-term capital
                            growth  consistent with the  preservation of capital.  Current
SUB-ADVISOR:                income is a secondary goal. It seeks to  achieve  its goals by
FAYEZ SAROFIM & CO.         investing  in  common stocks, focusing on"blue-chip" companies
                            with total market  values of more than $5 billion at the time
                            purchase.

ADVISOR:                    DREYFUS VARIABLE INVESTMENT FUND-MONEY MARKET PORTFOLIO
THE DREYFUS CORPORATION     The Money  Market  Portfolio  seeks 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 a
                            diversified  portfolio of high quality  short-term debt securities.
                            AN INVESTMENT IN THE MONEY MARKET  PORTFOLIO IS NEITHER INSURED NOR
                            GUARANTEED  BY THE FEDERAL  DEPOSIT  INSURANCE  CORPORATION  OR ANY
                            OTHER GOVERNMENT  AGENCY.  ALTHOUGH THE PORTFOLIO SEEKS TO PRESERVE
                            THE VALUE OF YOUR  INVESTMENT AT $1.00 PER SHARE, IT IS POSSIBLE TO
                            LOSE MONEY BY INVESTING IN THE PORTFOLIO.

ADVISOR:                    DREYFUS VARIABLE INVESTMENT FUND-GROWTH AND INCOME PORTFOLIO
THE DREYFUS CORPORATION     The Growth and Income  Portfolio  seeks  long-term  capital growth,
                            current  income and growth of income,  consistent  with  reasonable
                            investment risk. This Portfolio invests in stocks,  bonds and money
                            market instruments of domestic and foreign issuers.

ADVISOR:                    DREYFUS VARIABLE INVESTMENT FUND-SMALL CAP PORTFOLIO
THE DREYFUS CORPORATION     The Small Cap  Portfolio  seeks to maximize  capital  appreciation.
                            This  Portfolio  generally  invests  at least 65% of its  assets in
                            common stocks of U.S. and foreign companies. This Portfolio focuses
                            on small-cap  companies  with total market values of less than $1.5
                            billion

ADVISOR:                    THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
THE DREYFUS CORPORATION     The Dreyfus  Socially  Responsible  Growth Fund, Inc. seeks to
                            provide  capital  growth  with  current  income as a secondary
SUB-ADVISOR:                goal.  To pursue  these goals,  the Fund invests  primarily in
NCM CAPITAL MANAGEMENT      common stock of companies  that,  in the opinion of the Fund's
GROUP, INC.                 management,   meet  traditional   investment  standards,   and
                            conduct  their  business in a manner that  contributes  to the
                            enhancement of the quality of life in America

ADVISOR:                    DREYFUS STOCK INDEX FUND
THE DREYFUS CORPORATION     The Dreyfus  Stock Index Fund seeks to match the total  return of the
                            Standard & Poor's 500  Composite  Stock Price  Index.  To pursue this
INDEX MANAGER:              goal,  the  Fund  generally  invests  in all  500  stocks  in the S&P
MELLON EQUITY ASSOCIATES    500(REGISTERED)in  proportion  to their  weighting in the index.  The
(AN AFFILIATE  OF  DREYFUS) Fund is not  sponsored,  endorsed,  sold or  promoted  by  Standard &
                            Poor's,  and Standard & Poor's makes no representation  regarding the
                            advisability of investing in the Fund.
</TABLE>
                                       15
<PAGE>


<TABLE>
<CAPTION>

STRONG PORTFOLIOS
<S>     <C>                 <C>

ADVISOR:                    STRONG OPPORTUNITY FUND II, INC.
STRONG CAPITAL MANAGEMENT,  The investment  objective of the Strong Opportunity Fund II is
INC.                        to seek capital growth. It currently  emphasizes  medium-sized
                            companies that the advisor believes are  under-researched  and
                            attractively valued.

ADVISOR:                    STRONG VARIABLE  INSURANCE  FUNDS,  INC.-STRONG MID CAP GROWTH FUND II
STRONG CAPITAL MANAGEMENT,  The  investment  objective  of the  Strong  Mid  Cap Growth Fund II is
                            to seek capital growth. It invests primarily in equity securities that
                            the Portfolio's advisor believes have above-average growth propsects.
                            This Portfolio was formerly called the Strong Growth Fund II.

DEUTSCHE ASSET MANAGEMENT VIT FUNDS

ADVISOR:                    DEUTSCHE VIT EAFE(REGISTERED) EQUITY INDEX FUND
BANKERS TRUST COMPANY       The  EAFE(REGISTERED)  Equity  Index  Fund  seeks to  replicate  as
                            closely as possible (before deduction of expenses) the total return
                            of   Morgan    Stanley    Capital    International    (MSCI)   (the
                            "EAFE(REGISTERED)  Index"),  a widely  accepted  benchmark of stock
                            performance of major  companies in Europe,  Australia,  and the Far
                            East. The Fund will invest primarily in internatinal companies that
                            compose the  EAFE(REGISTERED)Index,  using  statistical  methods to
                            replicate  the  EAFE(REGISTERED)  Index in  approximately  the same
                            weightings.  Securities  purchased by the Fund will generally,  but
                            not necessarily, be traded on a foreign securities exchange.

ADVISOR:                    DEUTSCHE VIT EQUITY 500 INDEX FUND
BANKERS TRUST COMPANY       The Equity 500 Index Fund seeks to replicate as closely as possible
                            (before  deduction of expenses)  the total return of the Standard &
                            Poor's 500 Composite Stock Price Index (the "S&P 500(REGISTERED)"),
                            which emphasizes stocks of large U.S. Companies. The Portfolio will
                            invest primarily in the common stock of those companies included in
                            the  S&P  500,   selected  on  the  basis  of  computer   generated
                            statistical  data, that are deemed  representative  of the industry
                            diversification of the entire S&P 500.

ADVISOR:                    DEUTSCHE VIT SMALL CAP INDEX FUND
BANKERS TRUST COMPANY       The Small Cap Index Fund seeks to  replicate as closely as possible
                            (before deduction of expenses) the total return of the Russell 2000
                            Small  Stock  Index  (the  "Russell  2000(REGISTERED)"),  an  index
                            consisting of 2,000  small-capitalization  common stocks.  The Fund
                            will invest primarily in companies included in the Russell 2000, on
                            the basis of statistical  data, that are deemed  representative  of
                            the industry diversification of the entire Russell 2000.


                                              16
<PAGE>


INVESCO VARIABLE INVESTMENT FUNDS, INC.

ADVISOR:                    INVESCO VIF -EQUITY INCOME FUND
INVESCO FUNDS  GROUP,  INC. The primary goal of the INVESCO  VIF-Equity  Income Fund is to seek
                            high current income. The Portfolio normally invests at least 65% of
                            its assets in dividend  paying  common and preferred  stocks.  This
                            Portfolio was formerly called the Industrial Income Portfolio.

ADVISOR:                    INVESCO VIF -TOTAL RETURN FUND
INVESCO FUNDS GROUP,  INC.  The investment objective of the INVESCO VIF-Total Return Fund is to
                            seek a high total return on investment through capital appreciation
                            and  current  income.  The INVESCO  VIF-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.

ADVISOR:                    INVESCO VIF -HIGH YIELD FUND
INVESCO FUNDS GROUP, INC.   The investment  objective of the INVESCO  VIF-High Yield Fund is to
                            seek a high level of current income by investing  substantially all
                            of its assets in lower rated debt securities and preferred  stocks,
                            including  securities  issued by foreign  companies.  The Portfolio
                            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 Portfolio's primary objective.  For further
                            discussion of the risks  associated  with investment in lower rated
                            bonds,  please see the attached INVESCO Variable  Investment Funds,
                            Inc. prospectus.



PBHG INSURANCE SERIES FUND, INC.

ADVISOR:                    PBHG GROWTH II PORTFOLIO
PILGRIM BAXTER &            The   investment  objective of the PBHG Insurance  Series Growth II
ASSOCIATES, LTD.            Portfolio is to seek capital  appreciation.  The Portfolio  invests
                            primarily in common stocks and convertible  securities of small and
                            medium  sized growth  companies  (market  capitalization  or annual
                            revenues  between  $500  million  and  $10  billion)  that,  in the
                            Advisor's opinion,  have strong business momentum,  earnings growth
                            and potential for significant capital appreciation.


ADVISOR:                    PBHG LARGE CAP GROWTH PORTFOLIO
PILGRIM BAXTER &            The investment  objective of the PBHG  Insurance  Series Large
ASSOCIATES, LTD.            Cap Growth  Portfolio is to seek long-term  growth of capital.  The
                            Portfolio   invests   primarily   in   common   stocks   of   large
                            capitalization  companies  (market  capitalization  in excess of $1
                            billion)  that,  in the  Advisor's  opinion,  have strong  business
                            momentum,   growth  in   earnings   and   potential   for   capital
                            appreciation.


ADVISOR:                    PBHG TECHNOLOGY & COMMUNICATIONS PORTFOLIO
PILGRIM BAXTER &            The   investment   objective    of    the  PBHG  Insurance   Series
ASSOCIATES, LTD.            Technology &  Communications  Portfolio is to seek long-term growth
                            of  capital.  Current  income  is  incidental  to  the  Portfolio's
                            objective. The Portfolio, a non-diversified fund, invests primarily
                            in common stocks of companies  doing business in the Technology and
                            Communications   sectors   of  the   market.   The   Portfolio   is
                            concentrated,  which  means it will invest 25% or more of its total
                            assets in one or more of the industries within these sectors.


                                              17
<PAGE>


THE UNIVERSAL INSTITUTIONAL FUNDS, INC.


ADVISOR:                    MID CAP VALUE PORTFOLIO
MILLER ANDERSON & SHERRERD  The    investment    objective    of the Mid Cap Value Portfolio is to
LLP (AN INDIRECT WHOLLY     return  over a  market  cycle  of   three to five years  by  investing
OWNED SUBSIDIARY OF MORGAN  primarily  in  common  stocks  of  companies  with  capitalizations in
STANLEY DEAN WITTER         the range of companies included in the S&P MidCap 400 Index (currently
& CO.)                      $500  million to $6  billion).  The  Portfolio  purchases  stocks that
                            typically do not pay  dividends.  The Advisor  analyzes  securities to
                            identify  stocks  that are  undervalued,  and  measures  the  relative
                            attractiveness  of the Portfolio's  current holdings against potential
                            purchases.


ADVISOR:                    VALUE PORTFOLIO
MILLER  ANDERSON &          The investment  objective of the Value  Portfolio is to  above-average
SHERRERD, LLP (AN INDIRECT  total  return over a market  cycle fo three to five years by investing
WHOLLY OWNED SUBSIDIARY     primarily in common  stocks of companies  with equity  capitalizations
OF MORGAN STANLEY DEAN      greater than $2.5 billion.  The  Portfolio  foucses on stocks that are
WITTER & CO.)               undervalued  in  comparison  with the  stock  market  as a  whole,  as
                            measured by the S&P 500 Index.  The Portfolio may purchase stocks that
                            do not pay  dividends,  and it may  invest,  to a limited  extent,  in
                            foreign equity securities.


ADVISOR:                    FIXED INCOME PORTFOLIO
MILLER ANDERSON &           The  investment  objective  of the Fixed  Income  Portfolio is to seek
SHERRERD, LLP (AN INDIRECT  above-average  total return over a market cycle of three to five years
WHOLLY OWNED SUBSIDIARY     by investing  primarily  in a  diversified  mix of  dollar-denominated
OF MORGAN STANLEY DEAN      investment   grade  fixed   income   securities,   particularly   U.S.
WITTER & CO.                Government,   corporate   and  mortgage   securities.   The  Portfolio
                            ordinarily  will  maintain an average  weighted  maturity in excess of
                            five   years.   The   Portfolio   may  invest   opportunistically   in
                            non-dollar-denominated   securities   and   below   investment   grade
                            securities.


ADVISOR:                    U.S. REAL ESTATE PORTFOLIO

MORGAN STANLEY ASSET        The investment  objective of the U.S. Real Estate Portfolio is to seek
MANAGEMENT (A WHOLLY OWNED  above-average  current income and long-term  capital  appreciation  by
SUBSIDIARY OF MORGAN        investing   primarily  in  equity  securities  of  U.S.  and  non-U.S.
STANLEY DEAN WITTER & CO.)  companies  engaged in the U.S. real estate  industry,  including  Real
                            Estate Investment Trusts (REITs).

ADVISOR:                    EMERGING MARKETS EQUITY PORTFOLIO
MORGAN STANLEY ASSET        The  investment  objective  of  the  Emerging Markets Equity Portfolio
MANAGEMENT. (A WHOLLY       is long-term  capital  appreciation  by investing  primarily in equity
OWNED SUBSIDIARY OF         securities  of issuers in emerging  market  countries.  The  Portfolio
MORGAN STANLEY DEAN         seeks to  maximize  returns by  investing  in  growth-oriented  equity
WITTER & CO.)               securities in emerging markets.  The Portfolio's  investment  approach
                            combines  top-down country  allocation with bottom-up stock selection.
                            Investment       selection       criteria      include      attractive
                            growth-characteristics,  reasonable  valuations and management  with a
                            strong shareholder value orientation.


THE TIMOTHY PLAN SMALL-CAP VARIABLE SERIES

ADVISOR:                    THE TIMOTHY  PLAN  SMALL-CAP  VARIABLE  SERIES
TIMOTHY PARTNERS, LTD.      The  primary  investment  objective  of  The  Timothy  Plan  Small-Cap
                            Variable Series is to seek long-term capital growth,  with a secondary
                            objective of current  income.  The Portfolio shall seek to achieve its
                            objectives  while  abiding  by  ethical   standards   established  for
                            investments  by the  Portfolio.  The securities in which the Portfolio
                            shall be  precluded  from  investing,  by  virtue  of the  Portfolio's
                            ethical standards, are referred to as excluded securities.
</TABLE>


                                                18
<PAGE>


ADDITIONS, DELETIONS, OR SUBSTITUTIONS

The Company may add or delete  Sub-Accounts  at any time, or may  substitute one
Portfolio for another,  at any time.  The Company does not guarantee that any of
the  Sub-Accounts  or  any  of the  Portfolios  will  always  be  available  for
allocation of purchase  payments or transfers.  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.

Additions,  deletions or  substitutions of Sub-Accounts or Portfolios may be due
to an  investment  decision  by the  Company,  or due to an event not within the
Company's  control,  such as  liquidation  of a Portfolio  or an  irreconcilable
conflict of interest between the Separate Account and another  insurance company
which offers a Portfolio. The Portfolio prospectuses describe the possibility of
material conflict of interest in greater detail.

If the Company  eliminates a Sub-Account  or  substitutes  the shares of another
investment  company  for the shares of any  Portfolio,  the  Company  will first
obtain approval of the Securities and Exchange Commission to the extent required
by the  Investment  Company  Act of 1940,  as  amended  ("1940  Act"),  or other
applicable  law.  The Company  will also notify  owners  before it  eliminates a
Sub-Account or substitutes a Portfolio.

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.

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.

VOTING RIGHTS

To the extent required by law, all Portfolio shares held in the Separate Account
will be voted by the Company at regular and special shareholder  meetings of the
respective  Portfolios in  accordance  with  instructions  received from persons
having  voting   interests  in  the   corresponding   Sub-Account.   During  the
Accumulation  Period,  the  Company  will vote  Portfolio  shares  according  to
instructions  of owners,  unless the Company is  permitted to vote shares in its
own right.

The number of votes  that an owner may vote will be  calculated  separately  for
each  Sub-Account.  The  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's percentage interest and the total number of votes will be determined
as of the record date established by that Portfolio for voting purposes.  Voting
instructions  will be  solicited by written  communication  in  accordance  with
procedures established by the respective Portfolios.


The Company  will vote or abstain  from  voting  shares for which it receives no
timely  instructions  and shares it holds as to which owners have no  beneficial
interest  (including  shares  held  by  the  Company  as  reserves  for  benefit
payments*).  The  Company  will  vote or  abstain  from  voting  such  shares in
proportion to the voting  instructions  it receives from owners of all Contracts
participating in the Sub-Account.


Each person or entity  having a voting  interest in a  Sub-Account  will receive
proxy  material,   reports  and  other  material  relating  to  the  appropriate
Portfolio.  The  Portfolios  are not  required to hold  annual or other  regular
meetings of shareholders.

*Neither the owner nor payee has any interest in the Separate Account during the
Benefit Payment Period.  Benefit Units are merely a measure of the amount of the
payment the Company is obligated to pay on each payment date.


                                                19
<PAGE>


ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED)
--------------------------------------------------------------------------------
Annuity Investors Life Insurance  Company(REGISTERED) (the "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 variable and fixed
annuity  policies.  The home  office of the Company is located at 250 East Fifth
Street, Cincinnati, Ohio 45202.

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

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.  Each year A.M.
Best Company reviews the financial status of thousands of insurers,  culminating
in the assignment of Best's  Ratings.  These ratings reflect A.M. Best Company's
opinion of the relative  financial  strength  and  operating  performance  of an
insurance  company  in  comparison  to the  norms of the  life/health  insurance
industry.  Ratings of the Company 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 resolution 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.

The assets of the Separate  Account are owned by the Company,  but they are held
separately from the other assets of the Company. Under Ohio law, 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  realized or not,  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.
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 all other contracts that invest in the Separate Account.

AAG SECURITIES, INC.
--------------------------------------------------------------------------------
AAG Securities,  Inc.  ("AAGS"),  an affiliate of the Company,  is the principal
underwriter and  distributor of the Contracts.  AAG Securities is a wholly owned
subsidiary  of  AAG.  AAGS  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 AAGS for acting as
underwriter according to the terms of a distribution agreement.

AAGS sells Contracts through its registered  representatives.  In addition, AAGS
may  enter  into  sales   agreements  with  other   broker-dealers   to  solicit
applications  for the Contracts  through its registered  representatives.  These
broker-dealers  are registered  with the Securities and Exchange  Commission and
are members of the NASD. All registered  representatives  who sell the Contracts
are  appointed  by the  Company as  insurance  agents and are  authorized  under
applicable state insurance regulations to sell variable annuities.


The Company or AAGS may pay  commissions to registered  representatives  of AAGS
and other  broker-dealers  of up to 8.5% of  purchase  payments  made  under the
Contracts.  These  commissions  are reduced by one-half for Contracts  issued to
owners  over age 80.  When  permitted  by state  law and in  exchange  for lower
initial  commissions,  AAGS  and/or the  Company  may pay trail  commissions  to
registered   representatives  of  AAGS  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  permitted under current law, the Company and/or
AAGS may pay  production,  persistency  and managerial  bonuses as well as other
promotional   incentives,   in  cash  or  other   compensation,   to  registered
representatives of AAGS and/or other broker-dealers.


                                       20
<PAGE>


CHARGES AND DEDUCTIONS
--------------------------------------------------------------------------------


CHARGES AND DEDUCTIONS BY THE COMPANY
There are two types of charges and deductions by the Company.  There are charges
assessed  to the  Contract,  which are  reflected  in the  Account  Value of the
Contract,  but not in Accumulation  Unit Values (or Benefit Unit Values).  These
charges are the annual contract  maintenance fee, premium taxes where applicable
and transfer fees. There are also charges assessed against the Separate Account.
These  charges are reflected in the  Accumulation  Unit Values (and Benefit Unit
Values) of the  Sub-Accounts.  These  charges are the mortality and expense risk
charge and the administration charge.


The  Company  will never  charge  more to a Contract  than the fees and  charges
described  below,  even if its actual expenses exceed the total fees and charges
collected.  If the fees and charges  collected by the Company  exceed the actual
expenses  it incurs,  the excess  will be profit to the  Company and will not be
returned to owners.


Notwithstanding the above, the Company reserves the right to increase the amount
of the  transfer  fee in the  future,  and/or to charge  fees for the  automatic
transfer  programs  described in the Transfers  section  beginning on page 27 of
this prospectus,  and/or for the systematic  withdrawal program described in the
Surrenders  section  on  page  29  of  this  prospectus,  if  in  the  Company's
discretion,  it  determines  such  charges are  necessary to offset the costs of
administering transfers or systematic withdrawals.


CONTRACT MAINTENANCE FEE

PURPOSE OF CHARGE        Offset  expenses  incurred in issuing the Contracts and
                         in maintaining the Contracts and the Separate Account.

AMOUNT OF CHARGE         $40.00 per year.
WHEN ASSESSED            During the  Accumulation  Period the charge is deducted
                         on  each  anniversary  of  the  effective  date  of the
                         Contract,  and at time of full  surrender.  During  the
                         Benefit  Payment  Period a  portion  of the  charge  is
                         deducted from each variable dollar benefit payment.

ASSESSED AGAINST  WHAT   Amounts  invested  in  the  Sub-Accounts.   During  the
                         Accumulation  Period,  the charge is deducted  pro rata
                         from the  Sub-Accounts  in which  the  Contract  has an
                         interest on the date of the charge.  During the Benefit
                         Payment Period, a pro rata portion of the annual charge
                         is deducted from each benefit payment from the variable
                         account.  The charge is not assessed  against the fixed
                         account options.

WAIVERS                  o During Accumulation Period if the Account Value is
                           at  least   $40,000   on  the  date  of  the  charge
                           (individual Contracts only).

                         o  During Benefit  Payment Period if the amount applied
                            to a variable  dollar  benefit  is at least  $40,000
                            (individual Contracts only).

                         o  In the Company's discretion where the Company incurs
                            reduced sales and servicing expenses.

                         o  During  Benefit  Payment  Period  where  required to
                            satisfy state law.


                                       21
<PAGE>


TRANSFER FEE

PURPOSE OF CHARGE        Offset costs incurred in administering the Contracts.

AMOUNT OF CHARGE         $25 for each  transfer in excess of 12 in any  contract
                         year.  The  Company  reserves  the right to change  the
                         amount of this charge at any time.

WHEN ASSESSED            During Accumulation Period.
ASSESSED AGAINST WHAT    Deducted from amount transferred.
WAIVERS                  Currently, the transfer fee does not apply to transfers
                         associated  with the dollar  cost  averaging,  interest
                         sweep and  portfolio  rebalancing  programs.  Transfers
                         associated  with these programs do not count toward the
                         12 free  transfers  permitted in a contract  year.  The
                         Company  reserves the right to eliminate this waiver at
                         any time.

ADMINISTRATION CHARGE

PURPOSE OF CHARGE        Offset expenses incurred in administering the Contracts
                         and the Separate Account.

AMOUNT OF CHARGE         Daily  charge equal to 0.000411% of the daily Net Asset
                         Value for each  Sub-Account,  which  corresponds  to an
                         annual effective rate of 0.15%.

WHEN ASSESSED            During the  Accumulation  Period and during the Benefit
                         Payment Period if a variable dollar benefit is elected.

ASSESSED AGAINST WHAT    Amounts  invested  in the  Sub-Accounts.  Not  assessed
                         against the fixed account options.

WAIVERS                  May be waived or  reduced in the  Company's  discretion
                         where the Company  incurs  reduced  sales and servicing
                         expenses.


                                       22
<PAGE>

MORTALITY AND EXPENSE RISK CHARGE

PURPOSE OF CHARGE        Compensation for bearing certain  mortality and expense
                         risks under the  Contract.  Mortality  risks arise from
                         the Company's obligation to pay benefit payments during
                         the  Benefit  Payment  Period  and  to  pay  the  death
                         benefit. 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,  transfer  fees  and  administration
                         charges.

AMOUNT OF CHARGE         Daily  charge equal to 0.003403% of the daily Net Asset
                         Value for each  Sub-Account,  which  corresponds  to an
                         effective annual rate of 1.25%.  The Company  estimates
                         that the  mortality  risk  component  of this charge is
                         0.75%  and  the  expense   risk   component  is  0.50%.
                         Contracts  with the 1.25%  mortality  and expense  risk
                         charge are referred to as "Standard Contracts."

WHEN ASSESSED            During the Accumulation  Period, and during the Benefit
                         Payment Period if a variable dollar benefit is elected.

ASSESSED AGAINST WHAT    Amounts  invested  in the  Sub-Accounts.  Not  assessed
                         against the fixed account options.

WAIVERS                  When the  Company  expects to incur  reduced  sales and
                         servicing  expenses,  it may  issue a  Contract  with a
                         reduced  mortality  and  expense  risk  charge.   These
                         Contracts are referred to as "Enhanced  Contracts." The
                         mortality  and expense  risk  charge  under an Enhanced
                         Contract is a daily charge of either:  (1) 0.002590% of
                         the daily Net Asset Value for each  Sub-Account,  which
                         corresponds  to an effective  annual rate of 0.95%;  or
                         (2)  0.002047%  of the daily  Net Asset  Value for each
                         Sub-Account,  which  corresponds to an effective annual
                         rate of 0.75%. The Company  estimates that for Enhanced
                         Contracts,  the  mortality  risk  component  of  either
                         charge is 0.75% and the expense risk component is 0.20%
                         or 0.00%, respectively.

PREMIUM TAXES

Certain state and local governments  impose premium taxes. These taxes currently
range up to 5.0%  depending upon the  jurisdiction.  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,  but no earlier than
when the Company has a tax liability under state law.

DISCRETIONARY WAIVERS OF CHARGES

The Company will look at the  following  factors to determine if it will waive a
charge, in part or in full, due to reduced sales and servicing expenses: (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 Company would expect to incur reduced sales and servicing
expenses in connection with Contracts  offered to 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  reduced  sales and
servicing  expenses.  In no event  will the  Company  waive a charge  where such
waiver would be unfairly discriminatory to any person.

EXPENSES OF THE PORTFOLIOS

In  addition to charges  and  deductions  by the  Company,  there are  Portfolio
management  fees  and  administration   expenses  which  are  described  in  the
prospectus  and  statement of additional  information  for each  Portfolio.  The
actual  Portfolio  fees and expenses for the prior calendar year are included in
the Fee Table on page 6 of this prospectus.  Portfolio  expenses,  like Separate
Account  expenses,  are reflected in  Accumulation  Unit Values (or Benefit Unit
Values).


                                       23
<PAGE>

THE CONTRACTS
------------------------------------------------------------------------------

Each  Contract  is an  agreement  between  the  Company  and the owner.  Values,
benefits and charges are calculated separately for each Contract. In the case of
a group Contract,  the agreement is between the group owner and the Company.  An
individual  participant  under a group  Contract will receive a  certificate  of
participation,  which is  evidence  of the  participant's  interest in the group
Contract. A certificate of participation is not a Contract. Values, benefits and
charges are calculated  separately for each certificate issued under a Contract.
The  description  of  Contract  provisions  in this  prospectus  applies  to the
interests of certificate owners, except where otherwise noted.

Because 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  in a given  State may  depend on that  State's
approval  of the  Contracts.  Where  required  by state law or  regulation,  the
Contracts will be modified accordingly.

RIGHT TO CANCEL

The  owner of an  individual  Contract  may  cancel it  before  midnight  of the
twentieth day following  the date the owner  receives the Contract.  For a valid
cancellation,  the Contract must be returned to the Company,  and written notice
of  cancellation  must be given to the  Company,  or to the  agent  who sold the
Contract,  by that deadline. If mailed, 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,  the Contract will be void and
the Company  will refund the purchase  payment(s)  paid for it 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.  When
required by state or federal law, the Company will return the purchase  payments
without any investment  gain or loss,  during all or part of the right to cancel
period.  When  required by state law,  the right to cancel  period may be longer
than 20 days. When required by state law, the right to cancel may apply to group
Contracts.

PERSONS WITH RIGHTS UNDER A CONTRACT

OWNER:  The owner is the person with  authority  to exercise  rights and receive
benefits under the Contract (e.g.,  make allocations  among investment  options,
elect settlement option,  designate annuitant,  beneficiary and payee). An owner
must ordinarily be a natural person,  or a trust or other legal entity holding a
contract for the benefit of a natural  person.  In the case of a group Contract,
the participant will have the rights of an owner unless  restricted by the terms
of  an  employer  plan.  Ownership  of  a  non-tax-qualified   Contract  may  be
transferred,  but  transfer may have  adverse tax  consequences.  Ownership of a
tax-qualified Contract may not be transferred.

JOINT OWNERS: There may be joint owners of a non-tax-qualified  Contract.  Joint
owners may each exercise  transfer rights and make purchase payment  allocations
independently.  All other rights must be exercised by joint action.  A surviving
joint owner who is not the spouse of a deceased owner may not become a successor
owner,  but will be deemed to be the  beneficiary  of the  death  benefit  which
becomes  payable  on the  death of the  first  owner to die,  regardless  of any
beneficiary designation.

SUCCESSOR OWNER: The surviving spouse of a deceased owner may become a successor
owner if the  surviving  spouse  was either  the joint  owner or sole  surviving
beneficiary  under the  Contract.  In order  for a spouse to become a  successor
owner,  the owner  must make an  election  prior to the  owner's  death,  or the
surviving spouse must make an election within one year of the owner's death.

ANNUITANT: The annuitant is the person whose life is the measuring life for life
contingent  annuity  benefit  payments.  The annuitant is the same person as the
owner under a tax-qualified Contract. The owner may designate an annuitant under
a non-tax-qualified Contract.

BENEFICIARY:  The person  entitled to receive the death  benefit.  The owner may
designate the beneficiary, except that a surviving joint owner will be deemed to
be  the  beneficiary  regardless  of  any  designation.  If  no  beneficiary  is
designated,  and there is no surviving  joint owner,  the owner's estate will be
the beneficiary.  The beneficiary will be the measuring life for life contingent
death benefit payments.

PAYEE:  Under a  tax-qualified  Contract,  the  owner-annuitant  is the payee of
annuity benefits.  Under a non-tax-qualified  Contract,  the owner may designate
the payee of  annuity  benefits.  Irrevocable  naming of a payee  other than the
owner can have adverse tax  consequences.  The  beneficiary  is the payee of the
death benefit.

ASSIGNEE:  Under a tax-qualified  Contract,  assignment is not permitted.  The
owner of a  non-tax-qualified  Contract  may assign most of his/her  rights or
benefits  under a Contract.  Assignment of rights or benefits may have adverse
tax consequences.

                                       24
<PAGE>

ACCUMULATION PERIOD
------------------------------------------------------------------------------

Each Contract allows for an Accumulation  Period during which purchase  payments
are invested  according  to the owner's  instructions.  During the  Accumulation
Period,  the owner can control the allocation of investments  through  telephone
transfers or through the following  investment  programs offered by the Company:
dollar cost averaging,  portfolio rebalancing and interest sweep. These programs
and  telephone  transfer  procedures  are  described  in the  Transfers  section
beginning on page 27 of this prospectus.  The owner can access the Account Value
during the Accumulation Period through  surrenders,  systematic  withdrawal,  or
contract loans if available.  These withdrawal features are described more fully
in the  Surrenders  and  Contract  Loans  sections  on  pages  29 and 30 of this
prospectus.

ACCOUNT STATEMENTS

During the  Accumulation  Period,  the Company  will  provide at least once each
contract  year  a  report  of  the  Contract's  Account  Value,  and  any  other
information  required by law. The Company  will confirm  receipt of any purchase
payments  made after the initial  purchase  payment in quarterly  statements  of
account activity.

ACCOUNT VALUE

The value of a Contract  during the  Accumulation  Period is  referred to as the
"Account  Value." The Account Value at any given time is the sum of: (1) amounts
invested  in the fixed  investment  options  plus the fixed  rate(s) of interest
earned  on those  amounts  as of that  time;  and (2) the  value of the  owner's
interest in the  Sub-Accounts as of that time. The value of the owner's interest
in  the  Sub-Accounts  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 for the applicable  Sub-Account at the end of the
preceding Valuation Period. The Account Value at any time is net of any charges,
deductions,  surrenders, and/or outstanding loans incurred prior to or as of the
end of that Valuation Period.

ACCUMULATION UNITS

Amounts   allocated  or  transferred   to  a  Sub-Account   are  converted  into
Accumulation  Units. The number of Accumulation  Units credited is determined by
dividing the dollar amount directed to the Sub-Account by the Accumulation  Unit
Value for that  Sub-Account  as of the end of the Valuation  Period in which the
amount  allocated is received by the Company,  or as of the end of the Valuation
Period in which the transfer is made.

Accumulation Units will be canceled as of the end of the Valuation Period during
which one of the following events giving rise to cancellation occurs:

o     transfer from a Sub-Account
o     full or partial surrender from the Sub-Accounts
o     payment of a death benefit
o     application of the amounts in the Sub-Accounts to a settlement option
o     deduction of the contract maintenance fee
o     deduction of any transfer fee

SUCCESSOR OWNER ENDORSEMENT

If the  Contract  is  modified  by the  successor  owner  endorsement,  and  the
surviving  spouse of a deceased owner becomes a successor owner of the Contract,
the Account Value will be stepped-up to equal the death benefit which  otherwise
would have been payable,  as of what would have been the Death Benefit Valuation
Date.

For purposes of  determining  what would have been the Death  Benefit  Valuation
Date, the election to become  successor  owner will be deemed to be instructions
as to the form of death benefit.  The election to become successor owner must be
made within one year of the date of the owner's death.

The successor owner endorsement may not be available in all States.



                                       25
<PAGE>

PURCHASE PAYMENTS

Purchase  payments may be made at any time during the Accumulation  Period.  The
current restrictions on purchase payment amounts are as follows:

<TABLE>
<CAPTION>
                                               TAX-QUALIFIED          NON-TAX-QUALIFIED
---------------------------------------------------------------------------------------------
<S>                                            <C>                    <C>
MINIMUM INITIAL PURCHASE PAYMENT               $20,000                $20,000

---------------------------------------------------------------------------------------------
MINIMUM ADDITIONAL PAYMENTS                    $50                    $100
---------------------------------------------------------------------------------------------
MAXIMUM SINGLE PURCHASE PAYMENT                $500,000 or Company    $500,000 or Company
                                               approval               approval
</TABLE>

The Company  reserves  the right to increase or decrease  the minimum  allowable
single purchase payment or the minimum allowable additional purchase payment, at
its discretion and at any time, where permitted by law.

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. 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 applicant 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 Valuation
Date on which the Company receives the purchase payment. If the purchase payment
is allocated to a Sub-Account, it will be applied at the Accumulation Unit Value
calculated  at the end of the  Valuation  Period in which  that  Valuation  Date
occurs.

INVESTMENT OPTIONS--ALLOCATIONS

Purchase  payments can be allocated in whole percentages to any of the available
Sub-Accounts  or fixed  account  options.  The  fixed  account  options  are not
available under group Contracts. See the Portfolios section beginning on page 14
of this  prospectus  for a listing and  description  of the currently  available
Sub-Accounts. The currently available fixed account options are as follows:

            Fixed Accumulation Account Option
            One Year Guaranteed Interest Rate Option
            Three Year Guaranteed Interest Rate Option
            Five Year Guaranteed Interest Rate Option
            Seven Year Guaranteed Interest Rate Option

The current restrictions on allocations are as follows:

                                            TAX-QUALIFIED AND NON-TAX-QUALIFIED

--------------------------------------------------------------------------------
MINIMUM ALLOCATION TO ANY SUB-ACCOUNT       $10
--------------------------------------------------------------------------------
MINIMUM ALLOCATION TO FIXED ACCUMULATION    $10
ACCOUNT                                     Not available under group Contracts.
--------------------------------------------------------------------------------
MINIMUM  ALLOCATION TO FIXED ACCOUNT
GUARANTEE OPTION                            $2,000
                                            Not available under group Contracts.
                                            No  amounts  may be  allocated  to a
                                            guarantee period option, which would
                                            extend   beyond  the  owner's   85th
                                            birthday   or  5  years   after  the
                                            effective  date of the Contract,  if
                                            later.

ALLOCATION DURING RIGHT TO CANCEL PERIOD    No  current  restrictions,  however,
                                            the  Company  reserves  the right to
                                            require that purchase  payment(s) be
                                            allocated   to  the   money   market
                                            Sub-Account    or   to   the   fixed
                                            accumulation  account  option during
                                            the right to cancel period.

                                       26
<PAGE>

Interests in the fixed account options are not securities and are not registered
with the  Securities  and Exchange  Commission.  Amounts  allocated to the fixed
account  options will receive a stated rate of interest of at least 3% per year.
Amounts  allocated to the fixed  account  options and  interest  credited to the
fixed  account  options  are  guaranteed  by  the  Company.   Interests  in  the
Sub-Accounts  are  securities   registered  with  the  Securities  and  Exchange
Commission.  The owner  bears  the risk of  investment  gain or loss on  amounts
allocated to the Sub-Accounts.

PRINCIPAL GUARANTEE PROGRAM

An owner of an  individual  Contract  may elect to have the  Company  allocate a
portion of a purchase payment to the seven-year  guaranteed interest rate option
such that, at the end of the seven-year guarantee period, that account will grow
to an  amount  equal to the  total  purchase  payment  (so long as there  are no
surrenders or loans from the  Contract).  The Company  determines the portion of
the purchase  payment that must be allocated to the seven-year  guarantee option
such that, based on the interest rate then in effect,  that 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.

RENEWAL OF FIXED ACCOUNT GUARANTEE OPTIONS

At the end of a  guarantee  period,  and for 30 days  preceding  the end of such
guarantee period,  the owner may elect to allocate the amount maturing to any of
the available investment options under the Contract.  If the owner does not make
a reallocation  election, the amount maturing will be allocated to the guarantee
period option with the same number of years as the period expiring,  or the next
shortest  period as may be required to comply with the restriction on allocation
to guarantee period options as described in the Investment  Options--Allocations
section on page 26 of this prospectus.  If a guarantee period is unavailable due
to this  restriction,  the  amount  maturing  will  be  allocated  to the  fixed
accumulation account option.

TRANSFERS

During  the   Accumulation   Period,   an  owner  may  transfer   amounts  among
Sub-Accounts,  between fixed account options (where  available),  and/or between
Sub-Accounts and fixed account options (where available).

The current restrictions on transfers are as follows:

<TABLE>
<CAPTION>
                                               TAX-QUALIFIED AND NON-TAX-QUALIFIED
---------------------------------------------------------------------------------------------
<S>                                            <C>
MINIMUM TRANSFER FROM ANY SUB-ACCOUNT          $500 or balance of Sub-Account, if less
---------------------------------------------------------------------------------------------
MINIMUM TRANSFER FROM FIXED ACCOUNT OPTION     $500 or balance of fixed account option, if
                                               less
---------------------------------------------------------------------------------------------
MINIMUM TRANSFER TO FIXED ACCOUNT GUARANTEE    $2,000
OPTION                                         Not  available  under group  Contracts.  No
                                               amounts may be  transferred  to a guarantee
                                               period  option,  which would extend  beyond
                                               the owner's 85th  birthday or 5 years after
                                               the  effective  date  of the  Contract,  if
                                               later.
---------------------------------------------------------------------------------------------
MAXIMUM  TRANSFER FROM FIXED ACCOUNT OPTION    During any contract year, 20% of the fixed
OTHER THAN FIXED ACCOUNT GUARANTEE OPTION      account option's value as of the most recent
WHICH IS MATURING                              contract anniversary.
---------------------------------------------------------------------------------------------
TRANSFERS FROM FIXED ACCOUNT OPTIONS           o  May not be made prior to first  contract
                                                  anniversary.

                                               o  Amounts  transferred  from fixed account
                                                  options  to  Sub-Accounts   may  not  be
                                                  transferred   back  to   fixed   account
                                                  options  for a period  of 6 months  from
                                                  the date of the original transfer.
</TABLE>

A transfer is effective on the Valuation Date during which the Company  receives
the request for transfer,  and will be processed at the Accumulation  Unit Value
for the end of the Valuation Period in which that Valuation Date occurs.


                                            27
<PAGE>

AUTOMATIC TRANSFER PROGRAMS

During the  Accumulation  Period,  the  Company  offers the  automatic  transfer
services  described below. To enroll in one of these programs,  you will need to
complete  the  appropriate  authorization  form,  which you can obtain  from the
Company by calling 1-800-789-6771.

Currently,  the transfer fee does not apply to dollar cost averaging,  portfolio
rebalancing,  or interest sweep  transfers,  and transfers  under these programs
will not count toward the twelve transfers  permitted under the Contract without
a transfer fee charge.  However,  the Company reserves the right to impose a fee
in  such  amount  as  the  Company  may  then  determine  to be  reasonable  for
participation in automatic transfer programs.

<TABLE>
<CAPTION>
SERVICE                 DESCRIPTION            MINIMUM ACCOUNT        LIMITATIONS/NOTES
                                               REQUIREMENTS
---------------------------------------------------------------------------------------------
<S>                     <C>                    <C>                    <C>
DOLLAR COST AVERAGING   Automatic transfers    Source of funds must   Dollar cost averaging
THERE ARE RISKS         from the money market  be at least $10,000.   transfers may not be
INVOLVED IN SWITCHING   Sub-Account to any                            made to any of the
BETWEEN INVESTMENTS     other Sub-Account(s),  Minimum transfer per   fixed account
AVAILABLE UNDER THE     or from the fixed      month is $500.  When   options.  The dollar
CONTRACT.  DOLLAR COST  accumulation account   balance of source of   cost averaging
AVERAGING REQUIRES      option (where          funds falls below      transfers will take
REGULAR INVESTMENT      available) to any      $500, entire balance   place on the last
CHANGES REGARDLESS OF   Sub-Account(s), on a   will be allocated      Valuation Date of
FLUCTUATING PRICE       monthly or quarterly   according to dollar    each calendar month
LEVELS AND DOES NOT     basis.                 cost averaging         or quarter as
GUARANTEE PROFITS OR                           instructions.          requested by the
PREVENT LOSSES IN A                                                   owner.
DECLINING MARKET.  YOU
SHOULD CONSIDER YOUR
FINANCIAL ABILITY TO
CONTINUE DOLLAR COST
AVERAGING TRANSFERS
THROUGH PERIODS OF
CHANGING PRICE LEVELS.
---------------------------------------------------------------------------------------------

PORTFOLIO REBALANCING   Automatically          Minimum Account Value  Transfers will take
                        transfer amounts       of $10,000.            place on the last
                        between the                                   Valuation Date of
                        Sub-Accounts and the                          each calendar
                        fixed accumulation                            quarter.  Portfolio
                        account option (where                         rebalancing will not
                        available) to                                 be available if the
                        maintain the                                  dollar cost averaging
                        percentage                                    program or an
                        allocations selected                          interest sweep from
                        by the owner.                                 the fixed
                                                                      accumulation account
                                                                      option is being
                                                                      utilized.
---------------------------------------------------------------------------------------------
INTEREST SWEEP          Automatic transfers    Balance of each fixed  Interest sweep
NOT AVAILABLE UNDER     of the income from     account option         transfers will take
GROUP CONTRACTS.        any fixed account      selected must be at    place on the last
                        option(s) to any       least $5,000.          Valuation Date of
                        Sub-Account(s).        Maximum transfer from  each calendar quarter.
                                               each fixed account
                                               option selected is 20%
                                               of such fixed account
                                               option's value per year.
                                               Amounts transferred under
                                               the interest sweep program
                                               will reduce the 20%
                                               maximum  transfer
                                               amount otherwise allowed.
</TABLE>

                                 28
<PAGE>

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  1-800-789-6771.  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  that
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 with the
right to control  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.

TERMINATION OF TRANSFER PROGRAMS

The owner may terminate any of the automatic  transfer programs 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 1-800-789-6771.  The Company may terminate,  suspend
or modify any aspect of the transfer  programs  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 such  amount(s)  as the Company may then  determine to be
reasonable for participation in the service.

SURRENDERS

An  owner  may  surrender  a  Contract  either  in full or in  part  during  the
Accumulation Period. The restrictions and charges on surrenders are as follows:

<TABLE>
<CAPTION>
                                                    TAX-QUALIFIED          NON-TAX-QUALIFIED
---------------------------------------------------------------------------------------------
<S>                                                 <C>                    <C>
MINIMUM AMOUNT OF PARTIAL SURRENDER                                        $500
---------------------------------------------------------------------------------------------
MINIMUM REMAINING ACCOUNT VALUE AFTER PARTIAL                              $500
SURRENDER
---------------------------------------------------------------------------------------------
AMOUNT AVAILABLE FOR SURRENDER (valued as of        Account Value subject  Account Value
end of Valuation Period in which request for        to tax law or          subject to employer
surrender is received by the Company)               employer plan plan     restrictions on
                                                    restrictions on        withdrawals
                                                    withdrawals
---------------------------------------------------------------------------------------------
TAX PENALTY FOR EARLY WITHDRAWAL                    Up to 10% of Account Value before age 59 1/2
---------------------------------------------------------------------------------------------
CONTRACT MAINTENANCE FEE ON FULL SURRENDER          $40
---------------------------------------------------------------------------------------------
</TABLE>

A full surrender will terminate the Contract.  Partial  surrenders are withdrawn
proportionally  from all  Sub-Accounts  and fixed  account  options in which the
Contract  is invested on the date the Company  receives  the  surrender  request
unless  the owner  requests  that the  surrender  be  withdrawn  from a specific
investment  option.  A surrender is effective on the Valuation Date during which
the Company  receives  the request for  surrender,  and will be processed at the
Accumulation  Unit  Value  for the end of the  Valuation  Period  in which  that
Valuation  Date occurs.  Payment of a  surrendered  amount may be delayed if the
amount  surrendered was paid to the Company by a check that has not yet cleared.
Surrenders from a fixed account option may be delayed for up to six months after
receipt of a  surrender  request as  allowed by state law.  Surrenders  from the
Sub-Accounts  may be delayed  during any period the New York Stock  Exchange  is
closed or trading is restricted,  or when the Securities and Exchange Commission
either:  (1) determines that there is an emergency  which prevents  valuation or
disposal of securities held in the Separate  Account;  or (2) permits a delay in
payment for the protection of security holders.


                                 29
<PAGE>

SYSTEMATIC WITHDRAWAL

During the Accumulation  Period,  an owner may elect to  automatically  withdraw
money from the Contract.  The Account Value must be at least $10,000 in order to
make a systematic  withdrawal  election.  The minimum monthly amount that can be
withdrawn is $100. The owner may begin or discontinue  systematic withdrawals at
any time by 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.

Before  electing a  systematic  withdrawal  program,  you should  consult with a
financial Advisor.  Systematic withdrawal is similar to annuitization,  but will
result in different  taxation of payments and  potentially  different  amount of
total payments over the life of the Contract than if annuitization were elected.

CONTRACT LOANS

The Company may make loans to owners of tax-qualified  Contracts. Any such loans
will be secured with an interest in the  Contract,  and the  collateral  for the
loan will be moved to the fixed  accumulation  account  option  and earn a fixed
rate of interest  applicable  to loan  collateral.  Loan  amounts and  repayment
requirements are subject to provisions of the Internal Revenue Code, and default
on a loan will result in a taxable event. You should consult a tax Advisor prior
to  exercising  loan  privileges.  Loan  provisions  are  described  in the loan
endorsement to the Contract.

A loan, whether or not repaid, will have a permanent effect on the Account Value
of a Contract because the collateral  cannot be allocated to the Sub-Accounts or
fixed account guarantee periods. 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 collateral 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.

TERMINATION

The Company  reserves the right to terminate any Contract at any time during the
Accumulation  Period if the Account Value is less than $500.  In that case,  the
Contract will be  involuntarily  surrendered  and the Company will pay the owner
the amount,  which would be due the owner on a full surrender.  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 involuntary surrender right as described above.




                                 30
<PAGE>

BENEFIT PAYMENT PERIOD
--------------------------------------------------------------------------------

ANNUITY BENEFIT

An owner may designate the date that annuity payments will begin, and may change
the date up to 30 days before  annuity  payments are scheduled to begin.  Unless
the Company agrees otherwise, the first day of a Benefit Payment Period in which
annuity  payments  are paid  cannot  be  later  than  the  contract  anniversary
following  the 85th  birthday  of the  eldest  owner,  or five  years  after the
effective date of the Contract, whichever is later.

The amount  applied to a settlement  option will be the Account  Value as of the
end of the Valuation Period  immediately  preceding the first day of the Benefit
Payment  Period.  The owner may select any form of settlement  option,  which is
currently  available.  The standard forms of settlement options are described in
the Settlement Options section beginning on page 31 of this prospectus.

If the owner has not  previously  made an election as to the form of  settlement
option,  the Company will contact the owner to ascertain  the form of settlement
option to be paid. If the owner does not select a settlement  option,  such as a
specific fixed dollar benefit payment,  a variable dollar benefit payment,  or a
combination  of a variable and fixed dollar  benefit  payment,  the Company will
apply the Account Value to a fixed dollar  benefit for the life of the annuitant
with 120 monthly  payments  assured,  as  described  in the  Settlement  Options
section beginning on page 31 of this prospectus.

DEATH BENEFIT

A death  benefit  will be paid  under a Contract  if the owner  dies  during the
Accumulation  Period.  If a surviving  spouse  becomes a successor  owner of the
Contract,  the death benefit will be paid on the death of the successor owner if
he or she dies during the Accumulation Period.

The death  benefit  will be an amount equal to the larger of the  following  two
amounts:

o     The Account Value on the Death Benefit Valuation Date
o     The total purchase payment(s) less any partial surrenders


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

An owner may elect the form of payment of the death  benefit at any time  before
his or her death.  The form of payment may be a lump sum, or any available  form
of settlement  option. The standard forms of settlement options are described in
the Settlement  Options section beginning on page 31 of this prospectus.  If the
owner does not make an election as to the form of death benefit, the beneficiary
may make an election  within one year after the owner's death. If no election as
to form of settlement  option is made;  the Company will apply the death benefit
to a fixed dollar  benefit for a period  certain of 48 months.  The first day of
the Benefit Payment Period in which a death benefit is paid may not be more than
one year after the owner's death;  the day a death benefit is paid in a lump sum
may not be more than five years after the owner's date of death.

SETTLEMENT OPTIONS

When a  Contract  is  annuitized,  or  when a  death  benefit  is  applied  to a
settlement option,  the Account Value or the death benefit,  as the case may be,
is  surrendered  to the  Company  in  exchange  for a promise to pay a stream of
benefit  payments for the duration of the settlement  option  selected.  Benefit
payments may be calculated and paid: (1) as a variable dollar benefit;  (2) as a
fixed dollar  benefit;  or (3) as a combination of both. The stream of payments,
whether  variable  dollar or fixed  dollar,  is an  obligation  of the Company's
general  account.  However,  only the amount of fixed dollar benefit payments is
guaranteed by the Company. The owner (or payee) bears the risk that any variable
dollar  benefit  payment may be less than the initial  variable  dollar  benefit
payment, or that it may decline to zero, if Benefit Unit Values for that payment
decrease  sufficiently.  Transfers between a variable dollar benefit and a fixed
dollar  benefit  are  not  permitted,  but  transfers  of  Benefit  Units  among
Sub-Accounts  are permitted once each 12 months after a variable  dollar benefit
has been paid for at least 12 months.  The  formulas  for  transferring  Benefit
Units among Sub-Accounts  during the Benefit Payment Period are set forth in the
statement of additional information.


                                       31
<PAGE>

FORM OF SETTLEMENT OPTION

The Company will make periodic payments in any form of settlement option that is
acceptable  to it at the time of an election.  The standard  forms of settlement
options are described  below.  Payments  under any  settlement  option may be in
monthly,  quarterly,  semi-annual or annual payment intervals.  If the amount of
any regular  payment under the form of settlement  option  elected would be less
than $50, an alternative form of settlement option will have to be elected.  The
Company,  in its discretion,  may require benefit  payments to be made by direct
deposit or wire transfer to the account of a designated payee.

The Company may modify minimum  amounts,  payment  intervals and other terms and
conditions  at any time without prior notice to owners.  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 or commuted.

The  dollar  amount of  benefit  payments  will vary with the  frequency  of the
payment interval and the duration of the payments.  Generally, each payment in a
stream  of  payments  will be lesser in  amount  as the  frequency  of  payments
increases,  or as the  length of the  payment  period  increases,  because  more
payments will be paid. For life contingent  settlement options,  each payment in
the stream of payments will generally be lesser in amount as the life expectancy
of the annuitant or beneficiary  increases because more payments are expected to
be paid.

INCOME FOR A FIXED PERIOD: The Company will make periodic payments at the end of
each payment interval for a fixed period of 5 to 30 years. (Periods of 1-4 years
are available for death benefit settlement options only.)

LIFE ANNUITY WITH  PAYMENTS FOR AT LEAST A FIXED  PERIOD:  The Company will make
periodic  payments at the beginning of each payment interval for a fixed period,
or until the death of the person on whose life benefit  payments are based if he
or she lives longer than the fixed period.

JOINT AND ONE-HALF SURVIVOR ANNUITY:  The Company will make periodic payments at
the beginning of each payment  interval 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.

LIFE ANNUITY:  The Company will make periodic  payments at the beginning of each
payment  interval  until the death of the person on whose life benefit  payments
are based.

CALCULATION OF FIXED DOLLAR BENEFIT PAYMENTS

Fixed dollar benefit  payments are determined by multiplying  the amount applied
to the fixed  dollar  benefit  (expressed  in  thousands  of  dollars  and after
deduction of any fees and charges,  loans,  or applicable  premium taxes) by the
amount of the payment per $1,000 of value which the Company is currently  paying
for settlement  options of that type.  Fixed dollar benefit payments will remain
level for the duration of the Benefit Payment Period.


The Company  guarantees  minimum fixed dollar benefit  payment  factors based on
1983 annuity  mortality  tables for individuals or groups,  as applicable,  with
interest at 3% per year,  compounded annually.  For group Contracts,  individual
tax-qualified Contracts and individual  non-tax-qualified  Internal Revenue Code
("IRC")  Section 457  Contracts,  the Company uses tables for blended lives (60%
female/40% male). For individual non-tax-qualified Contracts, except IRC Section
457, the Company uses tables for male and female lives.  Where required by state
law, the Company  uses blended  tables for all  Contracts.  The minimum  monthly
payments per $1,000 of value for the Company's  standard  settlement options are
set forth in tables in the  Contracts.  Upon  request,  the Company will provide
minimum  monthly  payments for ages or fixed periods not shown in the settlement
option tables.



                                       32
<PAGE>

CALCULATION OF VARIABLE DOLLAR BENEFIT PAYMENTS

The first variable dollar benefit payment is the amount it would be if it were a
fixed dollar  benefit  payment  calculated at the Company's  minimum  guaranteed
settlement  option  factors,  reduced  by a pro  rata  portion  of the  contract
maintenance  fee,  equal to the  amount  of the fee  divided  by the  number  of
payments to be made over a 12-month period.

The amount of each  subsequent  variable dollar benefit payment will reflect the
investment performance of the Sub-Account(s)  selected and may vary from payment
to payment. For example, because the first benefit payment includes a 3% rate of
interest, subsequent benefit payments will be less than the first payment if the
net investment performance of the applicable Sub Account is less than 3%.

The amount of each  subsequent  payment is the sum of the  payment  due for each
Sub-Account  selected,  less a pro rata portion of the contract maintenance fee,
as described above. The payment due for a Sub-Account equals the shares for that
Sub-Account,  which are the  Benefit  Units,  times  their  value,  which is 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 number of Benefit  Units for each  Sub-Account  selected  is  determined  by
allocating  the amount of the first  variable  dollar  benefit  payment  (before
deduction  of the pro rata portion of the  contract  maintenance  fee) among the
Sub-Account(s)  selected in the  percentages  indicated by the owner (or payee).
The dollar  amount  allocated  to a  Sub-Account  is divided by the Benefit Unit
Value for that  Sub-Account as of the first day of the Benefit  Payment  Period.
The  result is the number of Benefit  Units that the  Company  will pay for that
Sub-Account  at each  payment  interval.  The number of  Benefit  Units for each
Sub-Account remains fixed during the Benefit Payment Period,  except as a result
of any transfers among  Sub-Accounts.  An explanation of how Benefit Unit Values
are calculated is included in the Glossary of Financial Terms on page 37 of this
prospectus.
















                                       33
<PAGE>

FEDERAL TAX MATTERS
------------------------------------------------------------------------------

This section provides a general description of federal income tax considerations
relating to the  Contracts.  The purchase of a Contract may have federal  estate
and gift tax  consequences  in addition to income tax  consequences.  Estate and
gift  taxation  is not  discussed  in this  prospectus  or in the  statement  of
additional  information.  State  taxation will vary  depending on the State,  in
which you reside, and is not discussed in this prospectus or in the statement of
additional information.

The tax  information  provided in the  prospectus  and  statement of  additional
information  should  not be used as tax  advice.  Federal  income  tax  laws are
subject to interpretation  by the IRS and may be changed by future  legislation.
You should  consult a  competent  tax  Advisor to discuss  how  current tax laws
affect your particular situation.

TAX DEFERRAL ON ANNUITIES

Internal  Revenue  Code  ("IRC")  Section 72 governs  taxation of  annuities  in
general.  The income  earned  during the  Accumulation  Period of a Contract  is
generally  not  includable in income until it is  withdrawn.  In other words,  a
Contract  is  a  tax-deferred  investment.   The  Contracts  must  meet  certain
requirements  in order to qualify for  tax-deferred  treatment under IRC Section
72. These requirements are discussed in the statement of additional information.
In addition,  tax deferral is generally  not  available  for a Contract when the
owner is not a natural  person  unless the  Contract is part of a  tax-qualified
plan or the  owner is a mere  agent  for a natural  person.  For a  nonqualified
deferred  compensation  plan,  this rule means that the employer as owner of the
Contract will generally be taxed currently on any increase in the Account Value,
although the plan may provide a tax deferral to the participating  employee. For
a group  nonqualified  Contract  where the owner has no rights over the separate
interests, this rule is applied to each participant who is not a natural person.

















                                       34
<PAGE>

TAX-QUALIFIED PLANS

Annuities  may also qualify for  tax-deferred  treatment,  or serve as a funding
vehicle,  under other IRC provisions governing  tax-qualified  retirement plans.
These  provisions  include IRC Sections 401 (pension and profit sharing  plans),
403(b)   (tax-sheltered   annuities),   408  and  408A  (individual   retirement
annuities),  and 457(g) (governmental  deferred  compensation).  [In some cases,
tax-deferral  may be available  under these IRC  Sections  without the use of an
annuity.  Please consult your  registered  representative.]  Contributions  to a
tax-qualified   Contract  are  typically  made  with  pre-tax   dollars,   while
contributions to a non-tax-qualified  Contract are typically made from after-tax
dollars, though there are exceptions in either case. Tax-qualified Contracts may
also  be  subject  to  restrictions   on  withdrawals   that  do  not  apply  to
non-tax-qualified  Contracts. These restrictions may be imposed by the IRC or by
an employer plan. Following is a brief description of the types of tax-qualified
retirement plans for which the Contracts are available.

INDIVIDUAL RETIREMENT ANNUITIES

IRC 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.

ROTH IRAS

IRC Section  408A  permits  certain  individuals  to  contribute  to a Roth IRA.
Contributions are not deductible.  Tax-free distributions may be made after five
years once the owner  attains  age 59 1/2,  becomes  disabled,  or dies,  or for
qualified first-time homebuyer expenses.

TAX-SHELTERED ANNUITIES

IRC 403(b) of the Code  permits the  purchase of  "tax-sheltered  annuities"  by
public schools and certain  charitable,  religious,  educational  and scientific
organizations described in IRC Section 501(c)(3). 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.

TEXAS OPTIONAL RETIREMENT PROGRAM

The Texas  Optional  Retirement  Program  ("ORP")  provides  for the purchase of
tax-sheltered  annuities with fixed employer and employee  contributions.  Under
Section 830.105 of the Texas Government Code, amounts cannot be distributed from
a Contract  issued under the ORP until the employee  terminates  employment from
all Texas public institutions of higher education,  retires, attains age 70 1/2,
or  dies.   Section   830.205  of  the  Texas   Government  Code  provides  that
employer-provided   ORP   benefits   vest  after  one  year  of   participation.
Accordingly,  no distribution can be made 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.

PENSION AND PROFIT SHARING PLANS

IRC 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 annuity 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 for
their specific needs.

GOVERNMENTAL DEFERRED COMPENSATION PLANS

State and local  government  employers  may purchase  annuity  contracts to fund
deferred compensation plans for the benefit of their employees under IRC Section
457(g).

NONQUALIFIED DEFERRED COMPENSATION PLANS

Governmental and other tax-exempt  employers may invest in annuity  contracts in
connection with  nonqualified  deferred  compensation  plans established for the
benefit of their  employees  under IRC Section 457 (other  than  457(g)).  Other
employers  may invest in  annuity  contracts  in  connection  with  nonqualified
deferred  compensation plans established for the benefit of their employees.  In
most cases,  these plans are designed so that contributions made for the benefit
of the employees generally will not be includable in the employees' gross income
until  distributed from the plan. In these  situations,  the Contract is usually
owned by the employer and is subject to the claims of its general creditors.

                                       35
<PAGE>
SUMMARY OF INCOME TAX RULES

The  following   chart   summarizes   the  basic  income  tax  rules   governing
tax-qualified and non-tax-qualified Contracts:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
<S>                    <C>                                 <C>
                       TAX-QUALIFIED PLANS                 BASIC NON-TAX-QUALIFIED CONTRACTS
                       NONQUALIFIED DEFERRED COMPENSATION
                       PLANS
-----------------------------------------------------------------------------------------------
PLAN TYPES             o  IRC ss.401 (Pension and Profit   o  IRCss.72 only
                          Sharing)
                       o  IRC ss.403 (Tax-Sheltered
                          Annuities)
                       o  IRCss.408 (IRA, SIMPLE IRA)
                       o  IRCss.408A (Roth IRA)
                       o  IRCss.457
                       o  Nonqualified Deferred
                          Compensation
-----------------------------------------------------------------------------------------------
WHO MAY PURCHASE       Natural person, employer, or        Anyone.  Non-natural person may
CONTRACT               employer plan.  Nonqualified        purchase but will generally lose
                       deferred compensation plans will    tax-deferred status.
                       generally lose tax-deferred status.
-----------------------------------------------------------------------------------------------
TAXATION OF SURRENDERS If there is an after-tax            Account Value in excess of
                       "investment in the contract," a     investment in the contract is
                       pro rata portion of amount          taxable.  Generally, the
                       surrendered is taxable based on     "investment in the contract" will
                       ratio of "investment in the         equal the sum of all purchase
                       contract" to Account Value.         payments.  Surrenders are deemed
                       Usually, 100% of distributions      to come from earnings first, and
                       from a qualified plan will be       purchase payments last.
                       taxed because there was no
                       after-tax contribution and          For a Contract purchased as part
                       therefore no "investment in the     of an IRC Section 1035 exchange
                       contract."  Qualified               which includes contributions made
                       distributions from ss.408A Roth     before August 14, 1982 ("pre-TEFRA
                       IRA may be completely tax-free.     contributions") partial
                                                           withdrawals are not taxable until
                       Surrenders prior to age 59 1/2      the pre-TEFRA contributions have
                       may be subject to 10% or greater    been returned.
                       tax penalty depending on the type
                       of qualified plan.                  The taxable portion of any
                                                           surrenders prior to age 59 1/2 may be
                       Surrenders from tax-qualified       subject to a 10% tax penalty.
                       Contracts may be restricted by the
                       Internal Revenue Code or by the
                       terms of a retirement plan.
-----------------------------------------------------------------------------------------------
TAXATION OF BENEFIT    May vary depending on type of settlement  option  selected, but
PAYMENTS (ANNUITY      generally,  for fixed dollar benefit payments,  a pro rata portion of
BENEFIT  PAYMENTS OR   each  payment  equal to [100% -  (investment  in contract/total expected
DEATH BENEFIT          payments)] is subject to income tax. For variable  dollar benefit
PAYMENTS)              payments,  a specific dollar amount of each payment is taxable, as
                       predetermined   by  a  pro  rata  formula,   rather  than
                       subjecting a percentage of each payment to taxation. Once
                       the  investment in the contract has been  recovered,  the
                       full amount of each benefit payment is taxable. Qualified
                       distributions  from a ss.408A Roth IRA may be  completely
                       tax-free.
-----------------------------------------------------------------------------------------------
TAXATION  OF LUMP SUM  Taxed to recipient generally in same manner as full surrender. Tax
DEATH BENEFIT PAYMENT  penalties do not apply to death benefit distributions.
-----------------------------------------------------------------------------------------------
ASSIGNMENT OF          Assignment and transfer of          Generally, deferred earnings
CONTRACT/TRANSFER OF   ownership generally not permitted.  become taxable to transferor at
OWNERSHIP                                                  time of transfer and transferee
                                                           receives an investment in the
                                                           contract equal to the Account
                                                           Value at that time.  Gift tax
                                                           consequences not discussed herein.
-----------------------------------------------------------------------------------------------
WITHHOLDING            Eligible rollover distributions     Generally, payee may elect to have
                       from ss.401 and ss.403(b)           taxes withheld or not.
                       Contracts subject to 20% mandatory
                       withholding on taxable portion
                       unless direct rollover.  Section
                       457 plan benefits and nonqualified
                       deferred compensation plan
                       benefits subject to wage
                       withholding.  For all other
                       payments, payee may elect to have
                       taxes withheld or not.
-----------------------------------------------------------------------------------------------
</TABLE>
                                       36
<PAGE>

GLOSSARY OF FINANCIAL TERMS
--------------------------------------------------------------------------------

The following  financial terms explain how the variable portion of the Contracts
is valued.  Read these terms in  conjunction  with the  Definitions on page 4 of
this prospectus.

ACCUMULATION   UNIT  VALUE:  The  initial   Accumulation  Unit  Value  for  each
Sub-Account other than the money market  Sub-Account was set at $10. The initial
Accumulation  Unit  Value for the money  market  Sub-Account  was set at $1. The
initial  Accumulation  Unit  Value  for a  Sub-Account  was  established  at the
inception  date of the  Separate  Account,  or on the date the  Sub-Account  was
established, if later. The Company establishes distinct Accumulation Unit Values
for Contracts with different  Separate  Account fee structures,  as described in
the Fee Table.

After the initial Accumulation Unit Value is established,  the Accumulation Unit
Value for a Sub-Account 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 for that Sub-Account for the current Valuation Period.

A Net Investment  Factor of 1 produces no change in the Accumulation  Unit Value
for that Valuation Period. A Net Investment Factor of more than 1 or less than 1
produces an increase or a decrease, respectively, in the Accumulation Unit Value
for that Valuation Period.

BENEFIT UNIT VALUE: The initial Benefit Unit Value for a Sub-Account will be set
equal to the  Accumulation  Unit  Value for that  Sub-Account  at the end of the
first Valuation  Period in which a variable dollar benefit is established by the
Company.  The Company will establish  distinct Benefit Unit Values for Contracts
with different Separate Account fee structures, as described in the Fee Table.

The Benefit Unit Value for a  Sub-Account  at the end of each  Valuation  Period
after the first is the Benefit Unit Value at the end of the  previous  Valuation
Period  multiplied by the Net  Investment  Factor for that  Sub-Account  for the
current  Valuation   Period,   and  multiplied  by  a  daily  investment  factor
(0.99991789) for each day in the Valuation  Period.  The daily investment factor
reduces  the  previous  Benefit  Unit Value by the daily  amount of the  assumed
interest rate (3% per year,  compounded  annually) which is already incorporated
in the stream of variable dollar benefit payments.

NET INVESTMENT  FACTOR:  The Net Investment  Factor for any  Sub-Account for any
Valuation Period is determined by dividing NAV2 by NAV1 and subtracting a factor
representing the mortality and expense risk charge and the administration charge
deducted from the Sub-Account during that Valuation Period, where:

NAV1 is equal to the Net  Asset  Value  for the  Portfolio  for the  preceding
Valuation Period; and

NAV2 is equal to the Net Asset Value for the Portfolio for the current Valuation
Period  plus  the  per  share  amount  of  any  dividend  or  net  capital  gain
distributions  made by the Portfolio during the current  Valuation  Period,  and
plus or minus a per  share  charge  or credit  if the  Company  adjusts  its tax
reserves due to investment operations of the Sub-Account or changes in tax law.

In other words, the Net Investment  Factor  represents the percentage  change in
the total value of assets invested by the Separate Account in a Portfolio.  That
percentage is then applied to  Accumulation  Unit Values and Benefit Unit Values
as described in the discussion of those terms in this section of the prospectus.




                                       37
<PAGE>

THE REGISTRATION STATEMENT
------------------------------------------------------------------------------

The Company filed a  Registration  Statement  with the  Securities  and Exchange
Commission under the Securities Act of 1933 relating to the Contracts offered by
this  prospectus.  This  prospectus  was  filed as an  annual  amendment  to the
Registration  Statement,  but it does not constitute  the complete  Registration
Statement.  The Registration  Statement contains further information relating to
the Company and the  Contracts.  Statements in this  prospectus  discussing  the
content of the Contracts and other legal  instruments are summaries.  The actual
documents are filed as exhibits to the  Registration  Statement.  For a complete
statement of the terms of the  Contracts or any other legal  document,  refer to
the  appropriate  exhibit  to  the  Registration  Statement.   The  Registration
Statement and the exhibits  thereto may be inspected and copied at the office of
the  Securities  and Exchange  Commission,  located at 450 Fifth  Street,  N.W.,
Washington,  D.C.,  and may also be  accessed  at the  Securities  and  Exchange
Commission's  Web  site  http://www.sec.gov.  The  registration  number  for the
Registration Statement is 333-51955.

OTHER INFORMATION
------------------------------------------------------------------------------

LEGAL PROCEEDINGS

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.  There are no  pending  legal  proceedings  against  the
Separate Account or AAG Securities, Inc.




















                                       38
<PAGE>



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 the statement of additional information:

                                                                            Page

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

SERVICES......................................................................3
      Safekeeping of Separate Account Assets..................................3
      Records and Reports.....................................................3
      Experts.................................................................3

DISTRIBUTION OF THE CONTRACTS.................................................3

CALCULATION OF PERFORMANCE INFORMATION........................................4
      Money Market Sub-Account Standardized Yield Calculation.................4
      Average Annual Total Return Calculation.................................5
Cumulative Total Return Calculation...........................................5
      Standardized Average Annual Total Return Data...........................6
      Non-Standardized Average Annual Total Return Data.......................8
      Other Performance Measures..............................................9

BENEFIT UNITS--TRANSFER FORMULAS..............................................10

FEDERAL TAX MATTERS...........................................................11
      Taxation of Separate Account Income.....................................11
      Tax Deferred Status of Non-Qualified Contracts..........................11

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

Copies  of the  statement  of  additional  information  dated  May 1,  2000  are
available  without  charge.  To request a copy,  please  clip this coupon on the
dotted line below, 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.


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