BMA VARIABLE ANNUITY ACCOUNT A, 485APOS, 1999-02-17

BMA VARIABLE ANNUITY ACCOUNT A
485APOS, 1999-02-17

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File Nos. 333-32887
811-08325
===============================================================================
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. ___ [ ]
Post-Effective Amendment No. _5__ [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. _6__ [X]

(Check appropriate box or boxes.)

BMA Variable Annuity Account A
-------------------------------
(Exact Name of Registrant)

Business Men's Assurance Company of America
-------------------------------------------
(Name of Depositor)

700 Karnes Boulevard, Kansas City, Missouri 64108
------------------------------------------------------------ ----------
(Address of Depositor's Principal Executive Offices) (Zip Code)

Depositor's Telephone Number, including Area Code (816) 753-8000

Name and Address of Agent for Service

David A. Gates
Business Men's Assurance Company of America
700 Karnes Blvd.
Kansas City, Missouri 64108

Copies to:
Judith A. Hasenauer
Blazzard, Grodd & Hasenauer, P.C.
P.O. Box 5108
Westport, CT 06881
(203) 226-7866

It is proposed that this filing will become effective:

_____ immediately upon filing pursuant to paragraph (b) of Rule 485
_____ on (date) pursuant to paragraph (b) of Rule 485
_____ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
__X__ on May 1, 1999 pursuant to paragraph (a)(1) of Rule 485.

If appropriate, check the following:

_____ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

Title of Securities Being Registered:

Individual Flexible Purchase Payment Deferred Variable Annuity Contracts

CROSS REFERENCE SHEET

(required by Rule 495)

<TABLE>
<CAPTION>
ITEM NO. Location
<S> <C>

PART A

Item 1. Cover Page Cover Page

Item 2. Definitions Index of Special Terms

Item 3. Synopsis Profile

Item 4. Condensed Financial Information Appendix

Item 5. General Description of Registrant,
Depositor, and Portfolio Companies Other Information -
BMA; The Separate
Account; Investors Mark Series
Fund, Inc.; Berger Institutional
Products Trust; American Century
Variable Portfolios, Inc.; Dreyfus
Stock Index Fund; Dreyfus Variable
Investment Fund; Lazard Retirement
Series, Inc.; INVESCO Variable
Investment Funds, Inc.

Item 6. Deductions and Expenses Expenses

Item 7. General Description of Variable
Annuity Contracts The Annuity Contract

Item 8. Annuity Period Annuity Payments
(The Income Phase)

Item 9. Death Benefit Death Benefit

Item 10. Purchases and Contract Value Purchase

Item 11. Redemptions Access to Your Money

Item 12. Taxes Taxes

Item 13. Legal Proceedings None

Item 14. Table of Contents of the Statement
of Additional Information Table of Contents of the
Statement of Additional
Information
</TABLE>

CROSS REFERENCE SHEET

(required by Rule 495)

<TABLE>
<CAPTION>
ITEM NO. LOCATION
<S> <C>
PART B

Item 15. Cover Page Cover Page

Item 16. Table of Contents Table of Contents

Item 17. General Information and History Company

Item 18. Services Not Applicable

Item 19. Purchase of Securities Being Offered Not Applicable

Item 20. Underwriters Distribution

Item 21. Calculation of Performance Data Performance Information

Item 22. Annuity Payments Annuity Provisions

Item 23. Financial Statements Financial Statements
</TABLE>

PART C

Information required to be included in Part C is set forth under the appropriate
Item so numbered in Part C to this Registration Statement.

PART A

BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA

MAY 1, 1999

PROFILE OF THE FIXED AND VARIABLE ANNUITY CONTRACT

THIS PROFILE IS A SUMMARY OF SOME OF THE MORE IMPORTANT POINTS THAT YOU
SHOULD CONSIDER AND KNOW BEFORE PURCHASING THE CONTRACT. THE CONTRACT IS MORE
FULLY DESCRIBED IN THE FULL PROSPECTUS WHICH ACCOMPANIES THIS PROFILE. PLEASE
READ THE PROSPECTUS CAREFULLY.

1. THE ANNUITY CONTRACT: The fixed and variable annuity contract offered by
BMA is a contract between you, the owner, and Business Men's Assurance Company
of America (BMA), an insurance company. The Contract provides a means for
investing on a tax-deferred basis in 2 fixed account options of BMA and 17
investment portfolios. The Contract is intended for retirement savings or other
long-term investment purposes and provides for a death benefit and guaranteed
income options.

We offer 2 fixed accounts (Fixed Account I and Fixed Account II). The fixed
accounts offer interest rates that are guaranteed by the insurance company, BMA.
For Fixed Account I, an interest rate is set at the time of each purchase
payment or transfer to Fixed Account I. This initial interest rate is guaranteed
for 12 months. For Fixed Account II, currently there are 3 different guarantee
periods available, each with its own interest rate. If you make a withdrawal or
transfer from Fixed Account II before the end of the guarantee period, it may be
subject to an interest adjustment. Currently, if you purchase the Contract on or
after May 1, 1999 and elect the Additional Death Benefit Option (ADBO) the
amount of interest we credit to any amounts you have allocated to Fixed Account
II will be reduced in consideration of the ADBO accordingly. While your money is
in either fixed account, the interest your money will earn as well as your
principal is guaranteed by BMA.

This Contract also offers 17 investment portfolios which are listed in
Section 4. The returns on these portfolios are NOT guaranteed. You can lose
money.

You can put money into any or all of the investment portfolios, Fixed
Account I and/or any currently available guarantee period of Fixed Account II.
You can transfer between accounts up to 12 times a year without charge or tax
implications during the accumulation phase and 4 times each year without charge
or tax implications during the income phase. There are certain limitations on
the amounts you can transfer to or from the Fixed Accounts. After 12 transfers
each year during the accumulation period and four transfers each year during the
income phase, the charge is $25 per transfer.

The Contract, like all deferred annuity contracts, has two phases: the
accumulation phase and the income phase. During the accumulation phase, earnings
accumulate on a tax-deferred basis and are taxed as income when you make a
withdrawal. The income phase occurs when you begin receiving regular payments
from your Contract.

The amount of money you are able to accumulate in your account during the
accumulation phase will determine, in part, the amount of income payments during
the income phase.

2. ANNUITY PAYMENTS (THE INCOME PHASE): If you want to receive regular
income from your annuity, you can choose one of four options (assuming you are
the annuitant):

(1) monthly payments for your life;

(2) monthly payments for your life, but if you die before payments have
been made for the 10 or 20 year period (as you select), payments will
continue to the beneficiary for the remainder of the period;

(3) monthly payments for your life and for the life of another person
(usually your spouse) selected by you; and

(4) monthly payments for your life and for the life of another person
(usually your spouse), but if you and the other person die before
payments have been made for the 10 or 20 year period (as you select),
payments will continue for the remainder of the period.

Once you begin receiving regular annuity payments, you cannot change your
payment plan (annuity option).

During the income phase, you can choose from the same investment options
you had during the accumulation phase. You can choose to have payments come from
our general account, the available investment portfolios or both. If you choose
to have any part of your payments come from the investment portfolios, the
dollar amount of your payments may go up or down.

3. PURCHASE: You can buy this Contract with $10,000 or more under most
circumstances. You can add $1,000 or more any time you like during the
accumulation phase. Your registered representative can help you fill out the
proper forms.

4. INVESTMENT OPTIONS: You can put your money in any or all of these
investment portfolios which are described in the prospectuses for the funds:

MANAGED BY STANDISH, AYER & WOOD, INC.

Intermediate Fixed Income Portfolio
Mid Cap Equity Portfolio
Money Market Portfolio

MANAGED BY STANDISH INTERNATIONAL MANAGEMENT COMPANY, L.P.

Global Fixed Income Portfolio

MANAGED BY STEIN ROE & FARNHAM, INCORPORATED

Small Cap Equity Portfolio
Large Cap Growth Portfolio

MANAGED BY DAVID L. BABSON & CO., INC.

Large Cap Value Portfolio

MANAGED BY LORD, ABBETT & CO.

Growth & Income Portfolio

MANAGED BY KORNITZER CAPITAL MANAGEMENT, INC.

Balanced Portfolio

MANAGED BY BBOI WORLDWIDE LLC
Berger/BIAM IPT--International Fund

MANAGED BY AMERICAN CENTURY
INVESTMENT MANAGEMENT, INC.

VP Income & Growth
VP Value

MANAGED BY THE DREYFUS CORPORATION

Dreyfus Stock Index Fund
Dreyfus Variable Investment Fund--Disciplined Stock Portfolio

MANAGED BY INVESCO FUNDS GROUP, INC.

INVESCO VIF--High Yield Portfolio
INVESCO VIF--Industrial Income Portfolio

MANAGED BY LAZARD ASSET MANAGEMENT

Lazard Retirement Small Cap Portfolio

Depending upon market conditions, you can make or lose money in any of these
portfolios.

5. EXPENSES: The Contract has insurance features and investment features,
and there are costs related to each.

* Each year BMA deducts a $35 contract maintenance charge from your Contract.
During the accumulation phase, BMA currently waives this charge if the value of
your Contract is at least $100,000.

* BMA deducts a coverage charge. The amount of your coverage charge depends
on the amount of your initial purchase payment (excluding amounts you select to
be allocated to Fixed Account II) and, if you purchase the Contract on or after
May 1, 1999, whether you select the Additional Death Benefit Option (ADBO). The
coverage charge is equal, on an annual basis, to the following amounts:

<TABLE>
<CAPTION>
<S> <C> <C>
Initial Purchase Payment Initial Purchase
is $75,000 or more Payment is less than
(excluding amounts $75,000
allocated to Fixed
Account II)

If you elect ADBO 1.45% 1.60%

If you do not elect
ADBO 1.25% 1.40%

</TABLE>

In certain states, the Additional Death Benefit Option may not be available
and/or the lower coverage charges (1.25% and 1.45%) may not be available. If you
bought your Contract before May 1, 1999, the Additional Death Benefit Option is
not available. Check with your registered representative regarding availability.

* If you take your money out of the Contract, BMA may assess a withdrawal
charge against each purchase payment withdrawn. The withdrawal charge is equal
to:

<TABLE>
<CAPTION>
NUMBER OF COMPLETE YEARS FROM
DATE OF PURCHASE PAYMENT WITHDRAWAL CHARGE
- - ----------------------------- -----------------------
<S> <C>
0 7%
1 6%
2 5%
3 4%
4 3%
5 2%
6 1%
7 and thereafter 0%
</TABLE>

Under some circumstances BMA may waive the withdrawal charge.

* When you begin receiving regular income payments from your annuity, BMA may
assess a state premium tax charge which ranges from 0% - 4%, depending upon the
state. In South Dakota, BMA will deduct the premium tax charge from each
purchase payment.

* There are also daily investment charges which range, on an annual basis,
from .28% to 1.50% of the average daily value of the investment portfolio
depending upon the investment portfolio.

The following charts are designed to help you to understand the expenses in
the Contract. There are four charts below.

Chart 1 assumes your initial purchase payment is $75,000 or more (excluding
amounts allocated to Fixed Account II) and you elect the ADBO.

Chart 2 assumes your initial purchase payment is $75,000 or more (excluding
amounts allocated to Fixed Account II) and you do not elect the ADBO.

Chart 3 assumes your initial purchase payment is less than $75,000 and you
elect the ADBO.

Chart 4 assumes your initial purchase payment is less than $75,000 and you
do not elect the ADBO.

The column "Total Annual Expenses" shows the total of the $35 contract
maintenance charge (which has been converted to a percentage and is represented
as .04% in Charts 1 and 2 and .14% below in Charts 3 and 4), the coverage charge
and the investment expenses for each investment portfolio. The next two columns
in each chart show you two examples of the expenses, in dollars, you would pay
under a Contract. The examples assume that you invested $1,000 in a Contract
which earns 5% annually and that you withdraw your money: (1) at the end of year
1, and (2) at the end of year 10. For year 1, the Total Annual Expenses are
assessed as well as the withdrawal charge. For year 10, the example shows the
aggregate of all the annual expenses assessed for the 10 years, but there is no
withdrawal charge.

The premium tax is assumed to be 0% in the examples.

<TABLE>
<CAPTION>
CHART 1 (INITIAL PURCHASE PAYMENT IS $75,000 OR MORE, EXCLUDING AMOUNTS
ALLOCATED TO FIXED ACCOUNT II, AND YOU ELECT ADBO)

EXAMPLES:
TOTAL TOTAL ANNUAL
TOTAL ANNUAL ANNUAL TOTAL EXPENSES AT END OF:
INSURANCE PORTFOLIO ANNUAL (1) (2)
CHARGES EXPENSES EXPENSES 1 YEAR 10 YEARS
------------- ----------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C>
MANAGED BY STANDISH, AYER & WOOD, INC.
Intermediate Fixed Income Portfolio.................... 1.49%
Mid Cap Equity Portfolio............................... 1.49%
Money Market Portfolio................................. 1.49%

MANAGED BY STANDISH INTERNATIONAL MANAGEMENT COMPANY, L.P.
Global Fixed Income Portfolio.......................... 1.49%

MANAGED BY STEIN ROE & FARNHAM, INCORPORATED
Small Cap Equity Portfolio............................. 1.49%
Large Cap Growth Portfolio............................. 1.49%

MANAGED BY DAVID L. BABSON & CO., INC.
Large Cap Value Portfolio.............................. 1.49%

MANAGED BY LORD, ABBETT & CO.
Growth & Income Portfolio.............................. 1.49%

MANAGED BY KORNITZER CAPITAL MANAGEMENT, INC.
Balanced Portfolio..................................... 1.49%

MANAGED BY BBOI WORLDWIDE LLC
Berger/BIAM IPT--International Fund.................... 1.49%

MANAGED BY AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
VP Value............................................... 1.49%
VP Income & Growth..................................... 1.49%

MANAGED BY THE DREYFUS CORPORATION
Dreyfus Stock Index Fund............................... 1.49%

Dreyfus Variable Investment Fund--Disciplined Stock
Portfolio........................................... 1.49%

MANAGED BY INVESCO FUNDS GROUP, INC.
INVESCO VIF--High Yield Portfolio...................... 1.49%
INVESCO VIF--Industrial Income Portfolio............... 1.49%

MANAGED BY LAZARD ASSET MANAGEMENT
Lazard Retirement Small Cap Portfolio.................. 1.49%
</TABLE>

CHART 2 (INITIAL PURCHASE PAYMENT IS $75,000 OR MORE, EXCLUDING AMOUNTS
ALLOCATED TO FIXED ACCOUNT II, AND YOU DO NOT ELECT ADBO)

<TABLE>
<CAPTION>
EXAMPLES:
TOTAL TOTAL ANNUAL
TOTAL ANNUAL ANNUAL TOTAL EXPENSES AT END OF:
INSURANCE PORTFOLIO ANNUAL (1) (2)
CHARGES EXPENSES EXPENSES 1 YEAR 10 YEARS
------------- ----------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C>
MANAGED BY STANDISH, AYER & WOOD, INC.
Intermediate Fixed Income Portfolio........................ 1.29% .80% 2.09% $ 91.71 $ 246.88
Mid Cap Equity Portfolio................................... 1.29% .90% 2.19% $ 92.73 $ 257.35
Money Market Portfolio..................................... 1.29% .50% 1.79% $ 88.61 $ 214.76

MANAGED BY STANDISH INTERNATIONAL MANAGEMENT COMPANY, L.P.
Global Fixed Income Portfolio.............................. 1.29% 1.00% 2.29% $ 93.76 $ 267.71

MANAGED BY STEIN ROE & FARNHAM, INCORPORATED
Small Cap Equity Portfolio................................. 1.29% 1.05% 2.34% $ 94.27 $ 272.85
Large Cap Growth Portfolio................................. 1.29% .90% 2.19% $ 92.73 $ 257.35

MANAGED BY DAVID L. BABSON & CO., INC.
Large Cap Value Portfolio.................................. 1.29% .90% 2.19% $ 92.73 $ 257.35

MANAGED BY LORD, ABBETT & CO.

Growth & Income Portfolio.................................. 1.29% .90% 2.19% $ 92.73 $ 257.35

MANAGED BY KORNITZER CAPITAL MANAGEMENT, INC.
Balanced Portfolio......................................... 1.29% .90% 2.19% $ 92.73 $ 257.35

MANAGED BY BBOI WORLDWIDE LLC
Berger/BIAM IPT--International Fund........................ 1.29% 1.20% 2.49% $ 95.81 $ 288.10

MANAGED BY AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
VP Value................................................... 1.29% 1.00% 2.29% $ 93.76 $ 267.71
VP Income & Growth......................................... 1.29% 0.70% 1.99% $ 90.68 $ 236.29

MANAGED BY THE DREYFUS CORPORATION
Dreyfus Stock Index Fund................................... 1.29% 0.28% 1.57% $ 86.34 $ 190.54
Dreyfus Variable Investment Fund--Disciplined Stock
Portfolio................................................. 1.29% 1.02% 2.31% $ 93.97 $ 269.77

MANAGED BY INVESCO FUNDS GROUP, INC.
INVESCO VIF--High Yield Portfolio.......................... 1.29% 0.87% 2.16% $ 92.42 $ 254.22
INVESCO VIF--Industrial Income Portfolio................... 1.29% 0.95% 2.24% $ 93.25 $ 262.55

MANAGED BY LAZARD ASSET MANAGEMENT

Lazard Retirement Small Cap Portfolio...................... 1.29% 1.50% 2.79% $ 98.88 $ 317.85
</TABLE>

<TABLE>
<CAPTION>
CHART 3 (INITIAL PURCHASE PAYMENT IS LESS THAN $75,000 AND YOU ELECT ADBO)
EXAMPLES
TOTAL TOTAL ANNUAL
TOTAL ANNUAL ANNUAL TOTAL EXPENSES AT END OF:
INSURANCE PORTFOLIO ANNUAL (1) (2)
CHARGES EXPENSES EXPENSES 1 YEAR 10 YEARS
------------- ----------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C>
MANAGED BY STANDISH, AYER & WOOD, INC.
Intermediate Fixed Income Portfolio.................... 1.74%
Mid Cap Equity Portfolio............................... 1.74%
Money Market Portfolio................................. 1.74%

MANAGED BY STANDISH INTERNATIONAL MANAGEMENT COMPANY, L.P.
Global Fixed Income Portfolio.......................... 1.74%

MANAGED BY STEIN ROE & FARNHAM, INCORPORATED
Small Cap Equity Portfolio............................. 1.74%
Large Cap Growth Portfolio............................. 1.74%

MANAGED BY DAVID L. BABSON & CO., INC.
Large Cap Value Portfolio.............................. 1.74%

MANAGED BY LORD, ABBETT & CO.
Growth & Income Portfolio.............................. 1.74%

MANAGED BY KORNITZER CAPITAL MANAGEMENT, INC.
Balanced Portfolio..................................... 1.74%

MANAGED BY BBOI WORLDWIDE LLC
Berger/BIAM IPT--International Fund.................... 1.74%

MANAGED BY AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
VP Value............................................... 1.74%
VP Income & Growth..................................... 1.74%

MANAGED BY THE DREYFUS CORPORATION
Dreyfus Stock Index Fund............................... 1.74%
Dreyfus Variable Investment Fund--Disciplined Stock
Portfolio........................................... 1.74%

MANAGED BY INVESCO FUNDS GROUP, INC.
INVESCO VIF--High Yield Portfolio...................... 1.74%
INVESCO VIF--Industrial Income Portfolio............... 1.74%

MANAGED BY LAZARD ASSET MANAGEMENT
Lazard Retirement Small Cap Portfolio.................. 1.74%
</TABLE>

CHART 4 (INITIAL PURCHASE PAYMENT IS LESS THAN $75,000 AND YOU DO NOT ELECT
ADBO)

<TABLE>
<CAPTION>
EXAMPLES:
TOTAL TOTAL ANNUAL
TOTAL ANNUAL ANNUAL TOTAL EXPENSES AT END OF:
INSURANCE PORTFOLIO ANNUAL (1) (2)
CHARGES EXPENSES EXPENSES 1 YEAR 10 YEARS
------------- ----------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C>
MANAGED BY STANDISH, AYER & WOOD, INC.
Intermediate Fixed Income Portfolio....................... 1.54% .80% 2.34% $ 94.25 $ 272.59
Mid Cap Equity Portfolio.................................. 1.54% .90% 2.44% $ 95.27 $ 282.79
Money Market Portfolio.................................... 1.54% .50% 2.04% $ 91.16 $ 241.30

MANAGED BY STANDISH INTERNATIONAL MANAGEMENT COMPANY, L.P.
Global Fixed Income Portfolio............................. 1.54% 1.00% 2.54% $ 96.30 $ 292.89

MANAGED BY STEIN ROE & FARNHAM, INCORPORATED
Small Cap Equity Portfolio................................ 1.54% 1.05% 2.59% $ 96.81 $ 297.89
Large Cap Growth Portfolio................................ 1.54% .90% 2.44% $ 95.27 $ 282.79

MANAGED BY DAVID L. BABSON & CO., INC.
Large Cap Value Portfolio................................. 1.54% .90% 2.44% $ 95.27 $ 282.79

MANAGED BY LORD, ABBETT & CO.
Growth & Income Portfolio................................. 1.54% .90% 2.44% $ 95.27 $ 282.79

MANAGED BY KORNITZER CAPITAL MANAGEMENT, INC.
Balanced Portfolio........................................ 1.54% .90% 2.44% $ 95.27 $ 282.79

MANAGED BY BBOI WORLDWIDE LLC
Berger/BIAM IPT--International Fund....................... 1.54% 1.20% 2.74% $ 98.35 $ 312.75

MANAGED BY AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
VP Value.................................................. 1.54% 1.00% 2.54% $ 96.30 $ 292.89
VP Income & Growth........................................ 1.54% 0.70% 2.24% $ 93.22 $ 262.27

MANAGED BY THE DREYFUS CORPORATION
Dreyfus Stock Index Fund.................................. 1.54% 0.28% 1.82% $ 88.89 $ 217.69
Dreyfus Variable Investment Fund--Disciplined Stock
Portfolio................................................ 1.54% 1.02% 2.56% $ 96.50 $ 294.89

MANAGED BY INVESCO FUNDS GROUP, INC.
INVESCO VIF--High Yield Portfolio......................... 1.54% 0.87% 2.41% $ 94.97 $ 279.74
INVESCO VIF--Industrial Income Portfolio.................. 1.54% 0.95% 2.49% $ 95.79 $ 287.85

MANAGED BY LAZARD ASSET MANAGEMENT
Lazard Retirement Small Cap Portfolio..................... 1.54% 1.50% 3.04% $ 101.41 $ 341.73
</TABLE>

The expenses in the charts above reflect the expense reimbursements or fee
waivers by the fund managers. For the newly formed Portfolios, the expenses have
been estimated. For more detailed information, see the Fee Table in the
prospectus for the Contract.

6. TAXES: Your earnings are not taxed until you take them out. If you take
money out during the accumulation phase, earnings come out first and are taxed
as income. If you are younger than 59 1/2 when you take money out, you may be
charged a 10% federal tax penalty on the earnings. Payments during the income
phase are considered partly a return of your original investment. That part of
each payment is not taxable as income.

7. ACCESS TO YOUR MONEY: You can take money out at any time during the
accumulation phase. Each purchase payment you add to your Contract has its own 7
year withdrawal charge period. After BMA has had a payment for 7 years, there is
no charge for withdrawals. So long as you have not made another withdrawal
during the same Contract year, a withdrawal of up to 10% of the Contract value
withdrawn is not subject to a withdrawal charge. Withdrawals in excess of that
will be charged a withdrawal charge which ranges from 7% in the first year and
declines to 0% after the seventh year. Of course, you may also have to pay
income tax and a tax penalty on any money you take out.

8. PERFORMANCE: The value of the Contract will vary up or down depending
upon the investment performance of the investment portfolios you choose. The
following chart shows total returns for the Contract for the calendar year ended
December 31, 1998. These numbers reflect the applicable coverage charge, the
contract maintenance charge and the operating expenses of the portfolios. They
do not reflect the withdrawal charge, which if included, would reduce the
performance shown. Past performance is not a guarantee of future results.

Column I reflects performance assuming your initial purchase payment is
$75,000 or more (excluding amounts allocated to Fixed Account II) and you elect
the Additional Death Benefit Option (ADBO).

Column II reflects performance assuming your initial purchase payment is
$75,000 or more (excluding amounts allocated to Fixed Account II) and you do not
elect the ADBO.

Column III reflects performance assuming your initial purchase payment is
less than $75,000 and you elect the ADBO.

Column IV reflects performance assuming your initial purchase payment is
less than $75,000 and you do not elect the ADBO.

Performance is not shown for the VP Value, VP Income & Growth, Dreyfus
Stock Index Fund, Dreyfus Variable Investment Fund-Disciplined Stock Portfolio,
INVESCO VIF-High Yield Portfolio, INVESCO VIF-Industrial Income Portfolio and
Lazard Retirement Small Cap Portfolio because they were first offered under the
Contract on December 31, 1998.

<TABLE>
<CAPTION>
CALENDAR YEAR 1998
-------------------

COLUMN I COLUMN II COLUMN III COLUMN IV
----------------------------------------------------------
<S> <C> <C> <C> <C>
Intermediate Fixed Income ............
Mid Cap Equity .......................
Money Market .........................
Global Fixed Income ..................
Small Cap Equity .....................
Large Cap Growth .....................
Large Cap Value ......................
Growth & Income ......................
Balanced .............................
Berger/BIAM IPT--International .......
</TABLE>

9. DEATH BENEFIT: If you die before moving to the income phase, the
beneficiary will receive a death benefit.

During the first Contract year, this death benefit will be the greater of:

(1) the payments you have made, less any money you have taken out and
related withdrawal charges; or

(2) the value of your Contract.

During the second and subsequent years, the death benefit will be the greater
of:

(1) the payments you have made, less any money you have taken out and
related withdrawal charges; or

(2) the value of your Contract; or

(3) the highest year end death benefit value. The year end death benefit
value is the Contract value on the last day of each Contract year prior to your
81st birthday, plus payments you have made, less withdrawals and charges since
that day.

If the beneficiary is your spouse and elects to continue the Contract after you
die, special rules apply.

This death benefit may not be available in your state, in which case the death
benefit will be the greater of: (1) the payments you have made, less any money
you have taken out and related withdrawal charges, or (2) the value of your
Contract.

If you purchase your Contract on or after May 1, 1999, you can elect the
Additional Death Benefit Option at the time you buy the Contract. The Additional
Death Benefit is equal to 15% of the excess of (a) over (b), where

a) is the lesser of

(1) the Contract value on the date BMA receives at its Service Center proof
of death and any other necessary documents, or

(2) the Contract value on your 81st birthday, if proof of death arrives at
the BMA Service Center after your 81st birthday; and

b) is the sum of the purchase payments you have made.

If the beneficiary is your spouse and elects to continue the Contract after
you die, special rules apply.

10. OTHER INFORMATION:

FREE-LOOK. If you cancel the Contract within 10 days after receiving it (or
whatever period is required in your state), we will send your money back without
assessing a withdrawal charge. You will receive whatever your Contract is worth
on the day we receive your request. This may be more or less than your original
payment. If we are required by law to return your original payment or if you
have purchased the Contract as an Individual Retirement Annuity (IRA), you will
receive back the greater of your purchase payment (less withdrawals), or the
Contract value and we will put your money in the Money Market Portfolio for 15
days (or the period required in your state).

NO PROBATE. In most cases, when you die, the beneficiary will receive the
death benefit without going through probate. However, the avoidance of probate
does not mean that the beneficiary will not have tax liability as a result of
receiving the death benefit.

WHO SHOULD PURCHASE THE CONTRACT? This Contract is designed for people
seeking long-term tax-deferred accumulation of assets, generally for retirement
or other long-term purposes. The tax-deferred feature is most attractive to
people in high federal and state tax brackets. You should not buy this Contract
if you are looking for a short-term investment or if you cannot take the risk of
getting back less money than you put in.

ADDITIONAL FEATURES. The Contract has additional features you might be
interested in. These include:

- You can arrange to have money automatically sent to you (monthly,
quarterly, semi-annually or annually) while your Contract is still in the
accumulation phase. Of course, you'll have to pay taxes on money you receive.
You may also have to pay a penalty tax on money you receive. We call this
feature the Automatic Withdrawal Program.

- If you purchased the Contract under an Individual Retirement Annuity, you
can arrange to have money sent to you periodically to meet certain required
distribution requirements imposed by the Internal Revenue Code. We call this
feature the Minimum Distribution Program.

- You can arrange to have a regular amount of money automatically
transferred from the Money Market Portfolio or Fixed Account I to the investment
portfolios each month, theoretically giving you a lower average cost per unit
over time than a single one time purchase. We call this feature the Dollar Cost
Averaging Option.

- BMA will automatically readjust the money between investment portfolios
periodically to keep the blend you select. We call this feature the Asset
Rebalancing Option.

- Under certain circumstances, BMA will give you your money without a
withdrawal charge if you are in a nursing home, or become totally disabled,
terminally ill, involuntarily unemployed or divorced. Of course, you'll have to
pay taxes on money you receive. You may also have to pay a penalty tax on the
money you receive.

These features may not be available in your state and may not be suitable
for your particular situation.

11. INQUIRIES: If you need more information about buying a Contract, please
contact us at our Service Center:

BMA
PO Box 412879
Kansas City, Missouri 64141-2879
1-888-262-8131

THE FIXED AND VARIABLE ANNUITY

ISSUED BY

BMA VARIABLE ANNUITY ACCOUNT A

AND

BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA

This prospectus describes the Fixed and Variable Annuity Contract offered
by Business Men's Assurance Company of America (BMA).

The annuity contract has 19 investment choices--2 FIXED ACCOUNT options and
17 INVESTMENT PORTFOLIOS listed below. The 17 INVESTMENT PORTFOLIOS are part of
Investors Mark Series Fund, Inc., Berger Institutional Products Trust, American
Century Variable Portfolios, Inc., Dreyfus Stock Index Fund, Dreyfus Variable
Investment Fund, INVESCO Variable Investment Funds, Inc. and Lazard Retirement
Series, Inc. You can put your money in Fixed Account I, any currently available
GUARANTEE PERIOD of Fixed Account II and/or any of these INVESTMENT PORTFOLIOS.

INVESTORS MARK SERIES FUND, INC.

MANAGED BY STANDISH, AYER & WOOD, INC.

Intermediate Fixed Income Portfolio
Mid Cap Equity Portfolio
Money Market Portfolio

MANAGED BY STANDISH INTERNATIONAL MANAGEMENT COMPANY, L.P.

Global Fixed Income Portfolio

MANAGED BY STEIN ROE & FARNHAM, INCORPORATED

Small Cap Equity Portfolio
Large Cap Growth Portfolio

MANAGED BY DAVID L. BABSON & CO., INC.

Large Cap Value Portfolio

MANAGED BY LORD, ABBETT & CO.

Growth & Income Portfolio

MANAGED BY KORNITZER CAPITAL MANAGEMENT, INC.

Balanced Portfolio

BERGER INSTITUTIONAL PRODUCTS TRUST

MANAGED BY BBOI WORLDWIDE LLC

Berger/BIAM IPT--International Fund

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

MANAGED BY AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

VP Income & Growth
VP Value

DREYFUS STOCK INDEX FUND

MANAGED BY THE DREYFUS CORPORATION

DREYFUS VARIABLE INVESTMENT FUND

MANAGED BY THE DREYFUS CORPORATION

Disciplined Stock Portfolio

INVESCO VARIABLE INVESTMENT FUNDS, INC.

MANAGED BY INVESCO FUNDS GROUP, INC.

INVESCO VIF--High Yield Portfolio
INVESCO VIF--Industrial Income Portfolio

LAZARD RETIREMENT SERIES, INC.

MANAGED BY LAZARD ASSET MANAGEMENT

Lazard Retirement Small Cap Portfolio

Please read this prospectus before investing and keep it on file for future
reference. It contains important information about the BMA Fixed and Variable
Annuity Contract.

To learn more about the BMA Fixed and Variable Annuity Contract, you can
obtain a copy of the Statement of Additional Information (SAI) dated May 1,
1999. The SAI has been filed with the Securities and Exchange Commission (SEC)
and is legally a part of this prospectus. The SEC has a web site
(http://www.sec.gov) that contains the SAI, material incorporated by reference,
and other information regarding companies that file electronically with the SEC.
The Table of Contents of the SAI is on Page ___ of this prospectus. For a free
copy of the SAI, call us at 1-800-423-9398 or write us at: 9735 Landmark Parkway
Drive, St. Louis, MO 63127-1690.

The Contracts:

o are not bank deposits
o are not federally insured
o are not endorsed by any bank or government agency
o are not guaranteed and may be subject to loss of principal

The Securities and Exchange Commission has not approved or disapproved these
securities or determined if this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.

This prospectus is not an offering of the securities in any state, country, or
jurisdiction in which we are not authorized to sell these securities. You should
rely only on the information contained in this prospectus or that we have
referred you to. We have not authorized anyone to provide you with information
that is different.

May 1, 1999.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INDEX OF SPECIAL TERMS....................................................
FEE TABLE.................................................................
EXAMPLES..................................................................
1. THE ANNUITY CONTRACT..................................................
2. ANNUITY PAYMENTS (THE INCOME PHASE)...................................
3. PURCHASE..............................................................
Purchase Payments....................................................
Allocation of Purchase Payments......................................
Accumulation Units...................................................
4. INVESTMENT OPTIONS....................................................
Transfers............................................................
Dollar Cost Averaging Option.........................................
Asset Rebalancing Option.............................................
Asset Allocation Option..............................................
Voting Rights........................................................
Substitution.........................................................
5. EXPENSES..............................................................
Coverage Charge......................................................
Contract Maintenance Charge..........................................
Withdrawal Charge....................................................
Waiver of Withdrawal Charge Benefits.................................
Reduction or Elimination of the Withdrawal Charge....................
Premium Taxes........................................................
Transfer Fee.........................................................
Income Taxes.........................................................
Investment Portfolio Expenses........................................
6. TAXES.................................................................
Annuity Contracts in General.........................................
Qualified and Non-Qualified Contracts................................
Withdrawals--Non-Qualified Contracts.................................
Withdrawals--Qualified Contracts.....................................
Death Benefits.......................................................
Diversification......................................................
7. ACCESS TO YOUR MONEY..................................................
Automatic Withdrawal Program.........................................
Minimum Distribution Program.........................................
8. PERFORMANCE...........................................................
9. DEATH BENEFIT.........................................................
Upon Your Death......................................................
Death of Annuitant...................................................
10. OTHER INFORMATION.....................................................
BMA..................................................................
Year 2000............................................................
The Separate Account.................................................
Distributor..........................................................
Administration.......................................................
Ownership............................................................
Beneficiary..........................................................
Assignment...........................................................
Suspension of Payments or Transfers..................................
Financial Statements.................................................
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION..............
APPENDIX A-CONDENSED FINANCIAL INFORMATION................................
APPENDIX B-ADDITIONAL DEATH BENEFIT OPTION................................
</TABLE>

INDEX OF SPECIAL TERMS

We have written this prospectus to make it as understandable as possible.
By the very nature of the contract, however, certain technical words or terms
are unavoidable and need an explanation. We have identified the following as
some of these words or terms. They appear in the text in italic and the page
that is indicated below is where we believe you will find the best explanation
for the word or term.

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Accumulation Phase........................................................
Accumulation Unit.........................................................
Annuitant.................................................................
Annuity Date..............................................................
Annuity Options...........................................................
Annuity Payments..........................................................
Annuity Unit..............................................................
Beneficiary...............................................................
Fixed Account.............................................................
Guarantee Period..........................................................
Income Phase..............................................................
Investment Portfolios.....................................................
Joint Owner...............................................................
Non-Qualified.............................................................
Owner.....................................................................
Purchase Payment..........................................................
Qualified.................................................................
Tax Deferral..............................................................
</TABLE>

FEE TABLE

The purpose of the Fee Table is to show you the various expenses you will
incur directly or indirectly with the contract. The Fee Table reflects expenses
of the Separate Account as well as the INVESTMENT PORTFOLIOS.

OWNER TRANSACTION EXPENSES

Withdrawal Charge (as a percentage of PURCHASE PAYMENT withdrawn) (See Note
1 below)

<TABLE>
<CAPTION>
NUMBER OF COMPLETE YEARS
FROM DATE OF PURCHASE PAYMENT WITHDRAWAL CHARGE
- - ----------------------------- -----------------
<S> <C>
0 7%
1 6%
2 5%
3 4%
4 3%
5 2%
6 1%
7 and thereafter 0%
</TABLE>

Transfer Fee (see Note 2 below)

No charge for first 12 transfers in a contract year during the
ACCUMULATION PHASE and no charge for four transfers in a contract year
during the INCOME PHASE; thereafter, the fee is $25 per transfer.

CONTRACT MAINTENANCE CHARGE (see Note 3 below) . . . $35 per contract per year

SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)

<TABLE>
<CAPTION>
Mortality and Expense Risk Fees and Account Fees
and Expenses (See Note 4 below).

IF INITIAL PURCHASE
PAYMENT IS $75,000 OR
MORE (excluding IF INITIAL PURCHASE
amounts allocated to PAYMENT IS LESS THAN
Fixed Account II) $75,000

If you elect
Additional Death
<S> <C> <C>
Benefit Option 1.45% 1.60%

If you do not elect
Additional Death
Benefit Option 1.25% 1.40%
</TABLE>

INVESTMENT PORTFOLIO EXPENSES
(as a percentage of the average daily net assets of an INVESTMENT PORTFOLIO)

<TABLE>
<CAPTION>
TOTAL ANNUAL
OTHER EXPENSES PORTFOLIO EXPENSES
(AFTER EXPENSE (AFTER EXPENSE
REIMBURSEMENT REIMBURSEMENT
12b-1 WITH RESPECT TO WITH RESPECT TO
MANAGEMENT FEES FEES CERTAIN PORTFOLIOS) CERTAIN PORTFOLIOS)
--------------- ----------- ------------------- --------------------
<S> <C> <C> <C> <C>
INVESTORS MARK SERIES FUND, INC.(a)

MANAGED BY STANDISH, AYER & WOOD, INC.

Intermediate Fixed Income Portfolio... .60% -- .20% .80%
Mid Cap Equity Portfolio.............. .80% -- .10% .90%
Money Market Portfolio................ .40% -- .10% .50%

MANAGED BY STANDISH INTERNATIONAL
MANAGEMENT COMPANY, L.P.

Global Fixed Income Portfolio......... .75% -- .25% 1.00%

MANAGED BY STEIN ROE & FARNHAM,
INCORPORATED

Small Cap Equity Portfolio............ .95% -- .10% 1.05%
Large Cap Growth Portfolio............ .80% -- .10% .90%

MANAGED BY DAVID L. BABSON & CO., INC.

Large Cap Value Portfolio............. .80% -- .10% .90%

MANAGED BY LORD, ABBETT & CO.

Growth & Income Portfolio............. .80% -- .10% .90%

MANAGED BY KORNITZER CAPITAL MANAGEMENT,
INC.

Balanced Portfolio.................... .80% -- .10% .90%

BERGER INSTITUTIONAL PRODUCTS TRUST

MANAGED BY BBOI WORLDWIDE LLC

Berger/BIAM IPT--International
Fund(b)............................. .00% -- 1.20% 1.20%

AMERICAN CENTURY VARIABLE PORTFOLIOS,
INC.

MANAGED BY AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC.

VP Value.............................. 1.00% -- .00% 1.00%
VP Income & Growth.................... .70% -- .00% .70%

DREYFUS STOCK INDEX FUND................ .25% -- .03% .28%

MANAGED BY THE DREYFUS CORPORATION

DREYFUS VARIABLE INVESTMENT FUND

MANAGED BY THE DREYFUS CORPORATION

Disciplined Stock Portfolio........... .75% -- .27% 1.02%

INVESCO VARIABLE INVESTMENT FUNDS, INC.

MANAGED BY INVESCO FUNDS GROUP, INC.

INVESCO VIF--High Yield
Portfolio(c)........................ .60% -- .27% .87%
INVESCO VIF--Industrial Income
Portfolio(c)........................ .75% -- .20% .95%

LAZARD RETIREMENT SERIES, INC.

MANAGED BY LAZARD ASSET MANAGEMENT

Lazard Retirement Small Cap
Portfolio(d)........................ .75% .25% .50% 1.50%
</TABLE>

a. Investors Mark Advisors, LLC has voluntarily agreed to reimburse expenses
of each Portfolio of Investors Mark Series Fund, Inc. through April 30,
1999 so that the annual expenses do not exceed the amounts set forth above
under "Total Annual Portfolio Expenses" for each Portfolio. Absent such
expense reimbursement, the Total Annual Portfolio Expenses are estimated to
be: 2.04% for the Intermediate Fixed Income Portfolio; 1.10% for the Mid
Cap Equity Portfolio; 1.15% for the Money Market Portfolio; 2.04% for the
Global Fixed Income Portfolio; 1.25% for the Small Cap Equity Portfolio;
1.02% for the Large Cap Growth and Large Cap Value Portfolios; and 1.10%
for the Growth & Income and Balanced Portfolios.

b. BBOI Worldwide LLC has voluntarily agreed to waive its advisory fee and
expects to voluntarily reimburse the Berger/BIAM IPT--International Fund
for additional expenses to the extent that normal operating expenses in any
fiscal year, including the management fee but excluding brokerage
commissions, interest, taxes and extraordinary expenses, of the Fund exceed
1.20% of the Fund's average daily net assets. Absent the voluntary waiver
and reimbursement, the management fee for the Fund would be .90% and its
"Total Annual Portfolio Expenses" are estimated to be 3.83%.

c. Certain expenses are being absorbed voluntarily by the investment adviser.
In the absence of such voluntary expense limitation, the Other Expenses and
Total Operating Expenses for the fiscal period ended December 31, 1997
would have been .34% and .94% for the INVESCO VIF--High Yield Portfolio and
.22% and .97% for the INVESCO--VIF Industrial Income Portfolio. With
respect to the INVESCO VIF--Industrial Income Portfolio and the INVESCO
VIF--High Yield Portfolio, certain fund expenses are absorbed voluntarily
by INVESCO Funds Group, Inc. (IFG) pursuant to a commitment to limit the
INVESCO VIF--Industrial Income Portfolio's annual expenses to no more than
.90% of the Fund's average net assets prior to July 6, 1998 and to no more
than 1.15% of the Fund's average net assets effective July 6, 1998 and to
limit the INVESCO VIF--High Yield Portfolio's annual expenses to no more
than .80% of the Fund's average net assets prior to July 6, 1998 and to no
more than 1.05% of the Fund's average net assets effective July 6, 1998.
The Fund reimburses IFG for its costs in providing, or assuring that
participating insurance companies provide, certain services in an amount up
to $10,000 per year (base fee), plus .015% of the net assets of the Fund,
plus effective July 6, 1998, an additional .25% of gross new assets (new
sales of shares, exchanges into the Fund and reinvestment of dividends and
capital gains distributions) of the Fund (incremental fees). IFG may pay
all or a portion of the base fee and the incremental fees to other
companies that assist in providing the services. If the additional 0.25%
administrative services fee had been charged during the fiscal year ended
December 31, 1997, the Fund estimates that "Other Expenses" and "Total
Operating Expenses" would have been .59% and 1.19%, respectively for the
INVESCO VIF--High Yield Portfolio and .47% and 1.22%, respectively for the
INVESCO VIF-- Industrial Income Portfolio.

It should be noted that the Portfolios' actual expenses were lower than the
figures shown because the Portfolios' custodian fees and pricing expenses
were reduced under expense offset arrangements. However, as a result of an
SEC requirement for mutual funds to state their total operating expenses
without crediting any such expense offsetting arrangements, the figures
shown above do not reflect these reductions.

d. The Investment Manager has agreed to voluntarily reimburse expenses to the
extent total Fund expenses exceed, on an annual basis, 1.50% of the Fund's
average net assets. The Investment Manager has advised BMA that it will
continue its voluntary expense reimbursement arrangement through May 1,
1999. Fees and expenses for the Lazard Retirement Small Cap Portfolio are
based on estimates for the current fiscal year. Absent such arrangement,
the expenses for the Lazard Retirement Small Cap Portfolio for the current
fiscal year are estimated to be 13.19%.

EXAMPLES

There are four sets of examples below.

* Example 1 assumes your initial PURCHASE PAYMENT is $75,000 or more
(excluding amounts you select to be allocated to Fixed Account II) and you elect
the Additional Death Benefit Option (ADBO).

* Example 2 assumes your initial PURCHASE PAYMENT is $75,000 or more
(excluding amounts you select to be allocated to Fixed Account II) and you do
not elect the ADBO.

* Example 3 assumes your initial PURCHASE PAYMENT is less than $75,000 and
you elect the ADBO.

* Example 4 assumes your initial PURCHASE PAYMENT is less than $75,000 and
you do not elect the ADBO.

Premium taxes are not reflected. Premium taxes may apply depending on the
state where you live.

The assumed average contract size is $100,000 in Examples 1 and 2 and
$25,000 in Examples 3 and 4.

The examples should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.

EXAMPLE 1:

You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return on assets and assuming your initial PURCHASE PAYMENT is $75,000 or
more and you elect the ADBO:

(a) if you surrender the contract at the end of each time period;

(b) if you do not surrender the contract or if your contract value is
applied to an ANNUITY OPTION with a life contingency or another
ANNUITY OPTION with an ANNUITY PAYMENT period of more than 5 years.

<TABLE>
<CAPTION>
TIME PERIODS
-----------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------- ------- ------- --------
<S> <C> <C> <C> <C>
INVESTORS MARK SERIES FUND, INC.

MANAGED BY STANDISH, AYER & WOOD, INC.

Intermediate Fixed Income Portfolio.................................................... a) a) a) a)
b) b) b) b)
Mid Cap Equity Portfolio............................................................... a) a) a) a)
b) b) b) b)
Money Market Portfolio................................................................. a) a) a) a)
b) b) b) b)

MANAGED BY STANDISH INTERNATIONAL
MANAGEMENT COMPANY, L.P.

Global Fixed Income Portfolio.......................................................... a) a) a) a)
b) b) b) b)

MANAGED BY STEIN ROE & FARNHAM, INCORPORATED

Small Cap Equity Portfolio............................................................. a) a) a) a)
b) b) b) b)
Large Cap Growth Portfolio............................................................. a) a) a) a)
b) b) b) b)

MANAGED BY DAVID L. BABSON & CO., INC.

Large Cap Value Portfolio.............................................................. a) a) a) a)
b) b) b) b)

MANAGED BY LORD, ABBETT & CO.

Growth & Income Portfolio.............................................................. a) a) a) a)
b) b) b) b)
MANAGED BY KORNITZER CAPITAL MANAGEMENT, INC.

Balanced Portfolio..................................................................... a) a) a) a)
b) b) b) b)
BERGER INSTITUTIONAL PRODUCTS TRUST

MANAGED BY BBOI WORLDWIDE LLC

Berger/BIAM IPT--International Fund.................................................... a) a) a) a)
b) b) b) b)

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

MANAGED BY AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

VP Value............................................................................... a) a) a) a)
b) b) b) b)
VP Income & Growth..................................................................... a) a) a) a)
b) b) b) b)

DREYFUS STOCK INDEX FUND............................................................... a) a) a) a)
b) b) b) b)

MANAGED BY THE DREYFUS CORPORATION

DREYFUS VARIABLE INVESTMENT FUND
MANAGED BY THE DREYFUS CORPORATION

Disciplined Stock Portfolio............................................................ a) a) a) a)
b) b) b) b)
INVESCO VARIABLE INVESTMENT FUNDS, INC.
MANAGED BY INVESCO FUNDS GROUP, INC.

INVESCO VIF--High Yield Portfolio...................................................... a) a) a) a)
b) b) b) b)
INVESCO VIF--Industrial Income Portfolio............................................... a) a) a) a)
b) b) b) b)

LAZARD RETIREMENT SERIES, INC.
MANAGED BY LAZARD ASSET MANAGEMENT

Lazard Retirement Small Cap Portfolio................................................. a) a) a) a)
b) b) b) b)
</TABLE>

EXAMPLE 2:

You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return on assets and assuming your initial PURCHASE PAYMENT is $75,000 or
more and you do not elect the ADBO:

(a) if you surrender the contract at the end of each time period;

<TABLE>
<CAPTION>
TIME PERIODS
-----------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------- ------- ------- --------
<S> <C> <C> <C> <C>
INVESTORS MARK SERIES FUND, INC.

MANAGED BY STANDISH, AYER & WOOD, INC.

Intermediate Fixed Income Portfolio.................................................. a) $91.71 a) $111.54 a) a)
b) $21.71 b) $ 66.98 b) b)
Mid Cap Equity Portfolio............................................................. a) $92.73 a) $114.66 a) a)
b) $22.73 b) $ 70.08 b) b)
Money Market Portfolio............................................................... a) $88.61 a) $102.13 a) a)
b) $18.61 b) $ 57.62 b) b)

MANAGED BY STANDISH INTERNATIONAL
MANAGEMENT COMPANY, L.P.

Global Fixed Income Portfolio........................................................ a) $93.76 a) $117.76 a) a)
b) $23.76 b) $ 73.17 b) b)

MANAGED BY STEIN ROE & FARNHAM, INCORPORATED
Small Cap Equity Portfolio........................................................... a) $94.27 a) $119.31 a) a)
b) $24.27 b) $ 74.71 b) b)
Large Cap Growth Portfolio........................................................... a) $92.73 a) $114.66 a) a)
b) $22.73 b) $ 70.08 b) b)

MANAGED BY DAVID L. BABSON & CO., INC.

Large Cap Value Portfolio............................................................ a) $92.73 a) $114.66 a) a)
b) $22.73 b) $ 70.08 b) b)

MANAGED BY LORD, ABBETT & CO.

Growth & Income Portfolio............................................................ a) $92.73 a) $114.66 a) a)
b) $22.73 b) $ 70.88 b) b)

MANAGED BY KORNITZER CAPITAL MANAGEMENT, INC.

Balanced Portfolio................................................................... a) $92.73 a) $114.66 a) a)
b) $22.73 b) $ 70.08 b) b)
BERGER INSTITUTIONAL PRODUCTS TRUST

MANAGED BY BBOI WORLDWIDE LLC

Berger/BIAM IPT--International Fund.................................................. a) $95.81 a) $123.95 a) a)
b) $25.81 b) $ 79.32 b) b)

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

MANAGED BY AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

VP Value............................................................................. a) $93.76 a) $117.76 a) a)
b) $23.76 b) $ 73.17 b) b)
VP Income & Growth................................................................... a) $90.68 a) $108.41 a) a)
b) $20.68 b) $ 63.86 b) b)

DREYFUS STOCK INDEX FUND............................................................... a) $86.34 a) $ 95.17 a) a)
b) $16.34 b) $ 50.70 b) b)
MANAGED BY THE DREYFUS CORPORATION

DREYFUS VARIABLE INVESTMENT FUND
MANAGED BY THE DREYFUS CORPORATION

Disciplined Stock Portfolio.......................................................... a) $93.97 a) $118.38 a) a)
b) $23.97 b) $ 73.78 b) b)

INVESCO VARIABLE INVESTMENT FUNDS, INC.
MANAGED BY INVESCO FUNDS GROUP, INC.

INVESCO VIF--High Yield Portfolio.................................................... a) $92.42 a) $113.72 a) a)
b) $22.42 b) $ 69.15 b) b)
INVESCO VIF--Industrial Income Portfolio............................................. a) $93.25 a) $116.21 a) a)
b) $23.25 b) $ 71.62 b) b)

LAZARD RETIREMENT SERIES, INC.
MANAGED BY LAZARD ASSET MANAGEMENT
Lazard Retirement Small Cap Portfolio................................................ a) $98.88 a) $133.16 a) a)
b) $28.88 b) $ 88.48 b) b)
</TABLE>

EXAMPLE 3:

You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return on assets and assuming your initial PURCHASE PAYMENT is less than
$75,000 and you elect the ADBO:

(a) if you surrender the contract at the end of each time period;

<TABLE>
<CAPTION>
TIME PERIODS
-----------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------- ------- ------- --------
<S> <C> <C> <C> <C>
INVESTORS MARK SERIES FUND, INC.

MANAGED BY STANDISH, AYER & WOOD, INC.

MANAGED BY STANDISH INTERNATIONAL
MANAGEMENT COMPANY, L.P.

Global Fixed Income Portfolio.......................................................... a) a) a) a)
b) b) b) b)

MANAGED BY STEIN ROE & FARNHAM, INCORPORATED

MANAGED BY DAVID L. BABSON & CO., INC.

Large Cap Value Portfolio.............................................................. a) a) a) a)
b) b) b) b)

MANAGED BY LORD, ABBETT & CO.

Growth & Income Portfolio.............................................................. a) a) a) a)
b) b) b) b)
MANAGED BY KORNITZER CAPITAL MANAGEMENT, INC.

Balanced Portfolio..................................................................... a) a) a) a)
b) b) b) b)
BERGER INSTITUTIONAL PRODUCTS TRUST

MANAGED BY BBOI WORLDWIDE LLC

Berger/BIAM IPT--International Fund.................................................... a) a) a) a)
b) b) b) b)

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

MANAGED BY AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

DREYFUS STOCK INDEX FUND............................................................... a) a) a) a)
b) b) b) b)

MANAGED BY THE DREYFUS CORPORATION

DREYFUS VARIABLE INVESTMENT FUND
MANAGED BY THE DREYFUS CORPORATION

Disciplined Stock Portfolio............................................................ a) a) a) a)
b) b) b) b)
INVESCO VARIABLE INVESTMENT FUNDS, INC.
MANAGED BY INVESCO FUNDS GROUP, INC.

LAZARD RETIREMENT SERIES, INC.
MANAGED BY LAZARD ASSET MANAGEMENT

Lazard Retirement Small Cap Portfolio................................................. a) a) a) a)
b) b) b) b)
</TABLE>

EXAMPLE 4:

You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return on assets and assuming your initial PURCHASE PAYMENT is less than
$75,000 and you do not elect the ADBO:

(a) if you surrender the contract at the end of each time period;

<TABLE>
<CAPTION>
TIME PERIODS
----------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
---------- ---------- -------- --------
<S> <C> <C>
INVESTORS MARK SERIES FUND, INC.

MANAGED BY STANDISH, AYER & WOOD, INC.

Intermediate Fixed Income Portfolio....................... a) $ 94.25 a) $119.23 a) a)
b) $ 24.25 b) $ 74.63 b) b)
Mid Cap Equity Portfolio.................................. a) $ 95.27 a) $122.33 a) a)
b) $ 25.27 b) $ 77.71 b) b)
Money Market Portfolio.................................... a) $ 91.16 a) $109.89 a) a)
b) $ 21.16 b) $ 65.33 b) b)
MANAGED BY STANDISH INTERNATIONAL
MANAGEMENT COMPANY, L.P.

Global Fixed Income Portfolio............................. a) $ 96.30 a) $125.42 a) a)
b) $ 26.30 b) $ 80.78 b) b)
MANAGED BY STEIN ROE & FARNHAM, INCORPORATED

Small Cap Equity Portfolio................................ a) $ 96.81 a) $126.96 a) a)
b) $ 26.81 b) $ 82.31 b) b)
Large Cap Growth Portfolio................................ a) $ 95.27 a) $122.33 a) a)
b) $ 25.27 b) $ 77.71 b) b)
MANAGED BY DAVID L. BABSON & CO., INC.

Large Cap Value Portfolio................................. a) $ 95.27 a) $122.33 a) a)
b) $ 25.27 b) $ 77.71 b) b)
MANAGED BY LORD, ABBETT & CO.

Growth & Income Portfolio................................. a) $ 95.27 a) $122.33 a) a)
b) $ 25.27 b) $ 77.71 b) b)
MANAGED BY KORNITZER CAPITAL MANAGEMENT, INC.

Balanced Portfolio........................................ a) $ 95.27 a) $122.33 a) a)
b) $ 25.27 b) $ 77.71 b) b)

BERGER INSTITUTIONAL PRODUCTS TRUST
MANAGED BY BBOI WORLDWIDE LLC

Berger/BIAM IPT--International Fund....................... a) $ 98.35 a) $131.56 a) a)
b) $ 28.35 b) $ 86.90 b) b)

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.
MANAGED BY AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.

VP Value.................................................. a) $ 96.30 a) $125.42 a) a)
b) $ 26.30 b) $ 80.78 b) b)
VP Income & Growth........................................ a) $ 93.22 a) $116.13 a) a)
b) $ 23.22 b) $ 71.54 b) b)

DREYFUS STOCK INDEX FUND.................................... a) $ 88.89 a) $102.98 a) a)
b) $ 18.89 b) $ 58.46 b) b)
MANAGED BY THE DREYFUS CORPORATION

DREYFUS VARIABLE INVESTMENT FUND
MANAGED BY THE DREYFUS CORPORATION

Disciplined Stock Portfolio............................... a) $ 96.50 a) $126.03 a) a)
b) $ 26.50 b) $ 81.39 b) b)
INVESCO VARIABLE INVESTMENT FUNDS, INC.
MANAGED BY INVESCO FUNDS GROUP, INC.

INVESCO VIF--High Yield Portfolio......................... a) $ 94.97 a) $121.40 a) a)
b) $ 24.97 b) $ 76.79 b) b)
INVESCO VIF--Industrial Income Portfolio.................. a) $ 95.79 a) $123.88 a) a)
b) $ 25.79 b) $ 79.25 b) b)

LAZARD RETIREMENT SERIES, INC.
MANAGED BY LAZARD ASSET MANAGEMENT
Lazard Retirement Small Cap Portfolio..................... a) $101.41 a) $140.71 a) a)
b) $ 31.41 b) $ 96.00 b) b)
</TABLE>

EXPLANATION OF FEE TABLE AND EXAMPLES

1. After BMA has had a PURCHASE PAYMENT for 7 years, there is no charge by BMA
for a withdrawal of that PURCHASE PAYMENT. You may also have to pay income
tax and a tax penalty on any money you take out. The first 10% of contract
value withdrawn is not subject to a withdrawal charge, unless you have
already made another withdrawal during that same contract year.

2. BMA will not charge you the transfer fee even if there are more than 12
transfers in a year during the ACCUMULATION PHASE if the transfer is for
the Dollar Cost Averaging Option, the Asset Allocation Option or Asset
Rebalancing Option.

3. During the ACCUMULATION PHASE, BMA will not charge the contract maintenance
charge if the value of your contract is $100,000 or more. If you make a
complete withdrawal and the contract value is less than $100,000, BMA will
charge the contract maintenance charge. If you own more than one BMA
contract, we will determine the total value of all the contracts (except in
South Carolina). If the total value of all the contracts is more than
$100,000, we will not assess the contract maintenance charge. During the
INCOME PHASE, BMA will deduct the contract maintenance charge from each
ANNUITY PAYMENT on a pro rata basis.

4. The coverage charge is an aggregate charge which consists of mortality and
expense risk fees and account fees and expenses which is referred to as a
coverage charge throughout this prospectus and in your contract. The amount
of the coverage charge for your contract depends upon the amount of your
initial PURCHASE PAYMENT (excluding amounts you select to be allocated to
Fixed Account II) and, if you purchased your contract on or after May 1,
1999, whether you elect the Additional Death Benefit Option. In certain
states, the Additional Death Benefit Option and/or the lower coverage
charges (1.25% and 1.45%) may not be available. Check with your registered
representative regarding availability.

There is an ACCUMULATION UNIT value history (Condensed Financial Information)
contained in Appendix A.

1. THE ANNUITY CONTRACT

This prospectus describes the Fixed and Variable Annuity Contract offered
by BMA.

An annuity is a contract between you, the owner, and an insurance company
(in this case BMA), where the insurance company promises to pay you an income,
in the form of ANNUITY PAYMENTS, beginning on a designated date that's at least
one year after we issue your contract. Until you decide to begin receiving
ANNUITY PAYMENTS, your annuity is in the ACCUMULATION PHASE. Once you begin
receiving ANNUITY PAYMENTS, your contract switches to the INCOME PHASE.

The contract benefits from TAX DEFERRAL. TAX DEFERRAL means that you are
not taxed on earnings or appreciation on the assets in your contract until you
take money out of your contract.

The contract is called a variable annuity because you can choose among 17
INVESTMENT PORTFOLIOS and, depending upon market conditions, you can make or
lose money in any of these portfolios. If you select the variable annuity
portion of the contract, the amount of money you are able to accumulate in your
contract during the ACCUMULATION PHASE depends upon the investment performance
of the INVESTMENT PORTFOLIO(S) you select. The amount of the ANNUITY PAYMENTS
you receive during the INCOME PHASE from the variable annuity portion of the
contract also depends upon the investment performance of the INVESTMENT
PORTFOLIOS you select for the INCOME PHASE.

The contract also contains two FIXED ACCOUNT options (Fixed Account I and
Fixed Account II). The FIXED ACCOUNTS offer interest rates that are guaranteed
by BMA. For Fixed Account I, an interest rate is set at the time of each
PURCHASE PAYMENT or transfer to the account. This initial interest rate is
guaranteed for 12 months. Fixed Account II offers different GUARANTEE PERIODS. A
GUARANTEE PERIOD is the time period for which an interest rate is credited in
Fixed Account II. Currently, the following GUARANTEE PERIODS are available:
three years, five years, and seven years. Each PURCHASE PAYMENT or transfer to a
GUARANTEE PERIOD has its own interest rate. BMA guarantees that the interest
credited to the FIXED ACCOUNT options will not be less than 3% per year.
Currently, if you purchase the contract on or after May 1, 1999 and elect the
Additional Death Benefit Option (ADBO), the amount of interest we credit to any
amounts you have allocated to Fixed Account II will be reduced in consideration
of the cost of the ADBO accordingly. If you make a withdrawal, transfer or if
your contract switches to the INCOME PHASE before the end of the GUARANTEE
PERIOD you have selected, an interest adjustment will be made to the value of
your contract.

If you select either FIXED ACCOUNT option, your money will be placed with
the other general assets of BMA. If you select either FIXED ACCOUNT, the amount
of money you are able to accumulate in your contract during the ACCUMULATION
PHASE depends upon the total interest credited to your contract. The amount of
the ANNUITY PAYMENTS you receive during the INCOME PHASE from the general
account will remain level for the entire INCOME PHASE.

As OWNER of the contract, you exercise all rights under the contract. You
can change the OWNER at any time by notifying BMA in writing. You and your
spouse can be named JOINT OWNERS (subject to state laws). We have described more
information on this in Section 10-Other Information.

2. ANNUITY PAYMENTS (THE INCOME PHASE)

Annuity Date

Under the contract you can receive regular income payments. You can choose
the date on which those payments begin. We call that date the ANNUITY DATE. Your
first ANNUITY PAYMENT will be made one month (or one modal period if you do not
choose monthly payments) after the ANNUITY DATE.

We ask you to choose your ANNUITY DATE when you purchase the contract. You
can change it at any time before the ANNUITY DATE with 30 days notice to us.
Your ANNUITY DATE cannot be any earlier than one year after we issue the
contract.

The ANNUITANT is the person whose life we look to when we make ANNUITY
PAYMENTS.

Annuity Payments

ANNUITY PAYMENTS must begin by the later of the first day of the first
calendar month after the ANNUITANT'S 95th birthday or 10 years after we issue
your contract (or the maximum date allowed under state law). Currently, the
amount of each payment is determined ten business days prior to the payment
date. At the ANNUITY DATE, you can choose whether payments will come from:

* a FIXED ACCOUNT, referred to as a fixed annuity,

* the INVESTMENT PORTFOLIO(s) available, referred to as a variable annuity,
or

* a combination of both.

If you choose to have any portion of your ANNUITY PAYMENTS come from the
FIXED ACCOUNTS, Fixed Accounts I and II will be terminated, and the fixed
annuity payments will be made from BMA's general account. The general account of
BMA contains all of our assets except the assets of the Separate Account and
other separate accounts we may have. The dollar amount of each fixed annuity
payment will be determined in accordance with the annuity tables in the
contract. If, on the ANNUITY DATE, we are using annuity payment tables for
similar fixed annuity contracts which would provide a larger ANNUITY PAYMENT, we
will use those tables. Once determined, the amount of the fixed annuity payment
will not change, unless you transfer a portion of your variable annuity payment
into the fixed annuity. Up to four times each contract year you may increase the
amount of your fixed annuity payment by a transfer of all or portion of your
variable annuity payment to the fixed annuity payment. After the ANNUITY DATE,
you may not transfer any portion of the fixed annuity into the variable annuity
payment.

If you choose to have any portion of your ANNUITY PAYMENTS come from the
INVESTMENT PORTFOLIO(s), the dollar amount of the initial variable annuity
payment will depend upon the value of your contract in the INVESTMENT
PORTFOLIO(s) and the annuity tables in the contract. The dollar amount of this
variable annuity payment is not guaranteed to remain level.

Each variable annuity payment will vary depending on the investment
performance of the INVESTMENT PORTFOLIO(s) you have selected. A 3.5% annual
investment rate is used in the annuity tables in the contract. If the actual
performance of the INVESTMENT PORTFOLIO(s) you have selected equals 3.5%, then
the variable annuity payments will remain level. If the actual performance of
the INVESTMENT PORTFOLIO(s) you have selected exceeds the 3.5% assumption, the
variable annuity payments will increase. Conversely, if the performance is less
than the 3.5%, the variable annuity payments will decrease.

ANNUITY PAYMENTS are made monthly unless you have less than $10,000 to
apply toward a payment. In that case, BMA may provide your ANNUITY PAYMENT in a
single lump sum. Likewise, if your ANNUITY PAYMENTS would be or become less than
$250 a month, BMA has the right to change the frequency of payments so that your
ANNUITY PAYMENTS are at least $250.

Annuity Options

You can choose among income plans. We call those ANNUITY OPTIONS.

You can select and/or change an ANNUITY OPTION at any time prior to the
ANNUITY DATE (with 30 days notice to us). If you do not choose an ANNUITY
OPTION, we will assume that you selected Option 2 which will provide a life
annuity with 120 monthly payments guaranteed. You can choose one of the
following ANNUITY OPTIONS. Any other ANNUITY OPTION acceptable to us may also be
selected. After ANNUITY PAYMENTS begin, you cannot change the ANNUITY
OPTION.

OPTION 1. LIFE ANNUITY. Under this option, we will make an ANNUITY PAYMENT
each month so long as the ANNUITANT is alive. After the ANNUITANT dies, we stop
making ANNUITY PAYMENTS.

OPTION 2. LIFE ANNUITY WITH 10 OR 20 YEARS GUARANTEED. Under this option,
we will make an ANNUITY PAYMENT each month so long as the ANNUITANT is alive.
However, if, when the ANNUITANT dies, we have made ANNUITY PAYMENTS for less
than the selected guaranteed period, we will then continue to make ANNUITY
PAYMENTS for the rest of the guaranteed period to the BENEFICIARY. If the
BENEFICIARY does not want to receive ANNUITY PAYMENTS, he or she can ask us for
a single lump sum.

OPTION 3. JOINT AND LAST SURVIVOR ANNUITY. Under this option, we will make
ANNUITY PAYMENTS each month so long as the ANNUITANT and a second person are
both alive. When either of these people dies, we will continue to make ANNUITY
PAYMENTS, so long as the survivor continues to live. The amount of the ANNUITY
PAYMENTS we will make to the survivor can be equal to 100%, 75% or 50% of the
amount that we would have paid if both were alive.

OPTION 4. JOINT AND LAST SURVIVOR ANNUITY WITH 10 OR 20 YEARS GUARANTEED.
Under this option, we will make ANNUITY PAYMENTS each month so long as the
ANNUITANT and a second person (joint ANNUITANT) are both alive. However, if when
the last ANNUITANT dies, we have made ANNUITY PAYMENTS for less than the
selected guaranteed period, we will then continue to make ANNUITY PAYMENTS for
the rest of the guaranteed period to the BENEFICIARY. If the BENEFICIARY does
not want to receive ANNUITY PAYMENTS, he or she can ask us for a single lump
sum.

3. PURCHASE

PURCHASE PAYMENTS

A PURCHASE PAYMENT is the money you give us to buy the contract. The
minimum we will accept for a NON-QUALIFIED contract is $10,000. If you buy the
contract as part of an Individual Retirement Annuity (IRA), the minimum PURCHASE
PAYMENT we will accept is $2,000. The maximum PURCHASE PAYMENTS we accept are $1
million without our prior approval. You can make additional PURCHASE PAYMENTS of
$1,000 or more.

ALLOCATION OF PURCHASE PAYMENTS

When you purchase a contract, we will allocate your PURCHASE PAYMENT to:

* Fixed Account I;

* any currently available GUARANTEE PERIOD of Fixed Account II; and/or

* one or more of the INVESTMENT PORTFOLIOS you have selected.

If you make additional PURCHASE PAYMENTS, we will allocate them in the same
way as your first PURCHASE PAYMENT unless you tell us otherwise. Any allocation
to Fixed Account I or to any GUARANTEE PERIOD of Fixed Account II must be at
least $5,000. Allocation percentages need to be in whole numbers. Each
allocation must be at least 1%. Any allocation to an INVESTMENT PORTFOLIO must
be at least $1,000. BMA reserves the right to decline any PURCHASE PAYMENT.

At its discretion, BMA may refuse PURCHASE PAYMENTS into Fixed Account I or
Fixed Account II if the total value of Fixed Accounts I and II is greater than
or equal to 30% of the value of your contract at the time of the PURCHASE
PAYMENT.

Once we receive your PURCHASE PAYMENT and the necessary information, we
will issue your contract and allocate your first PURCHASE PAYMENT within 2
business days. If you do not give us all of the information we need, we will
contact you to get it. If for some reason we are unable to complete this process
within 5 business days, we will either send back your money or get your
permission to keep it until we get all of the necessary information. If you add
more money to your contract by making additional PURCHASE PAYMENTS, we will
credit these amounts to your contract within one business day. Our business day
closes when the New York Stock Exchange closes, usually 4:00 P.M. Eastern time.

Free Look

If you change your mind about owning the contract, you can cancel it within
10 days after receiving it, or the period required in your state. When you
cancel the contract within this time period, BMA will not assess a withdrawal
charge. You will receive back whatever your contract is worth on the day we
receive your request. In certain states, or if you have purchased the contract
as an IRA, we will refund the greater of your PURCHASE PAYMENT (less
withdrawals) or the value of your contract if you decide to cancel your contract
within 10 days after receiving it (or whatever period is required in your
state). If that is the case, we will put your PURCHASE PAYMENT in the Money
Market Portfolio for 15 days beginning when we allocate your first PURCHASE
PAYMENT. (In some states, the period may be longer.) At the end of that period,
we will re-allocate those funds as you selected.

ACCUMULATION UNITS

The value of the variable annuity portion of your contract will go up or
down depending upon the investment performance of the INVESTMENT PORTFOLIO(S)
you choose. In order to keep track of the value of your contract, we use a unit
of measure we call an ACCUMULATION UNIT. (An ACCUMULATION UNIT works like a
share of a mutual fund.) During the INCOME PHASE of the contract we call the
unit an ANNUITY UNIT.

Every business day we determine the value of an ACCUMULATION UNIT for each
of the INVESTMENT PORTFOLIOS by multiplying the ACCUMULATION UNIT value for the
previous business day by a factor for the current business day. The factor is
determined by:

1. dividing the value of an INVESTMENT PORTFOLIO share at the end of the
current business day by the value of an INVESTMENT PORTFOLIO share for
the previous business day; and

2. multiplying it by one minus the daily amount of the coverage charge
and any charges for taxes.

The value of an ACCUMULATION UNIT may go up or down from day to day.

When you make a PURCHASE PAYMENT, we credit your contract with ACCUMULATION
UNITS. The number of ACCUMULATION UNITS credited is determined by dividing the
amount of the PURCHASE PAYMENT allocated to an INVESTMENT PORTFOLIO by the value
of the ACCUMULATION UNIT for that INVESTMENT PORTFOLIO.

We calculate the value of an ACCUMULATION UNIT for each INVESTMENT
PORTFOLIO after the New York Stock Exchange closes each day and then credit your
contract.

EXAMPLE:

On Monday we receive an additional PURCHASE PAYMENT of $4,000 from you. You
have told us you want this to go to the Balanced Portfolio. When the New York
Stock Exchange closes on that Monday, we determine that the value of an
ACCUMULATION UNIT for the Balanced Portfolio is $12.70. We then divide $4,000 by
$12.70 and credit your contract on Monday night with 314.960630 ACCUMULATION
UNITS for the Balanced Portfolio.

4. INVESTMENT OPTIONS

The contract offers 17 INVESTMENT PORTFOLIOS which are listed below.
Additional INVESTMENT PORTFOLIOS may be available in the future.

Shares of the portfolios may be offered in connection with certain variable
annuity contracts and variable life insurance policies of various life insurance
companies which may or may not be affiliated with BMA. Certain portfolios may
also be sold directly to qualified plans. The funds do not believe that offering
their shares in this manner will be disadvantageous to you.

BMA may enter into certain arrangements under which it is reimbursed by the
investment portfolios' advisers, distributors and/or affiliates for the
administrative services which it provides to the portfolios.

You should read the prospectuses for these funds carefully before
investing. Copies of these prospectuses are attached to this prospectus. Certain
portfolios contained in the fund prospectuses may not be available with your
contract.

INVESTORS MARK SERIES FUND, INC.

Investors Mark Series Fund, Inc. is managed by Investors Mark Advisors, LLC
(Adviser), which is an affiliate of BMA. Investors Mark Series Fund, Inc. is a
mutual fund with multiple portfolios. Each INVESTMENT PORTFOLIO has a different
investment objective. The Adviser has engaged sub-advisers to provide investment
advice for the individual INVESTMENT PORTFOLIOS. The following INVESTMENT
PORTFOLIOS are available under the contract.

STANDISH, AYER & WOOD, INC. IS THE SUB-ADVISER TO THE FOLLOWING PORTFOLIOS:

Intermediate Fixed Income Portfolio

Mid Cap Equity Portfolio

Money Market Portfolio

STANDISH INTERNATIONAL MANAGEMENT COMPANY, L.P. IS THE SUB-ADVISER TO THE
FOLLOWING PORTFOLIO:

Global Fixed Income Portfolio

STEIN ROE & FARNHAM, INCORPORATED IS THE SUB-ADVISER TO THE FOLLOWING
PORTFOLIOS:

Small Cap Equity Portfolio

Large Cap Growth Portfolio

DAVID L. BABSON & CO., INC. IS THE SUB-ADVISER TO THE FOLLOWING PORTFOLIO:

Large Cap Value Portfolio

LORD, ABBETT & CO. IS THE SUB-ADVISER TO THE FOLLOWING PORTFOLIO:

Growth & Income Portfolio

KORNITZER CAPITAL MANAGEMENT, INC. IS THE SUB-ADVISER TO THE FOLLOWING
PORTFOLIO:

Balanced Portfolio

BERGER INSTITUTIONAL PRODUCTS TRUST

Berger Institutional Products Trust is a mutual fund with multiple
portfolios, one of which, the Berger/ BIAM IPT--International Fund, is managed
by BBOI Worldwide LLC. BBOI Worldwide LLC has retained Bank of Ireland Asset
Management (U.S.) Limited ("BIAM") as subadviser. The following INVESTMENT
PORTFOLIO is available under the contract:

Berger/BIAM IPT--International Fund

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

American Century Variable Portfolios, Inc. is a series of funds managed by
American Century Investment Management, Inc. The following INVESTMENT PORTFOLIOS
are available under the contract:

VP Income & Growth
VP Value (Long-term capital growth with income as a secondary objective)

DREYFUS STOCK INDEX FUND

The Dreyfus Corporation serves as the Fund's manager. Dreyfus has hired its
affiliate, Mellon Equity Associates, to serve as the Fund's index fund manager
and provide day-to-day management of the Fund's investments.

DREYFUS VARIABLE INVESTMENT FUND

The Dreyfus Variable Investment Fund is a mutual fund with multiple
portfolios. The Dreyfus Corporation serves as the Investment Adviser. The
following INVESTMENT PORTFOLIO is available under the contract:

Disciplined Stock Portfolio (seeks to outperform the total return
performance of the Standard and Poor's 500 Composite Stock Price Index)

INVESCO VARIABLE INVESTMENT FUNDS, INC.

INVESCO Variable Investment Funds, Inc. is a mutual fund with multiple
portfolios. INVESCO Funds Group, Inc. is the investment adviser. The following
INVESTMENT PORTFOLIOS are available under the contract.

INVESCO VIF--High Yield Portfolio
INVESCO VIF--Industrial Income Portfolio (seeks high current income with
capital appreciation as a secondary goal)

LAZARD RETIREMENT SERIES, INC.

Lazard Retirement Series, Inc. is a mutual fund with multiple portfolios.
Lazard Asset Management, a division of Lazard Freres & Co. LLC, is the
investment manager for each portfolio. The following INVESTMENT PORTFOLIO is
available under the contract:

Lazard Retirement Small Cap Portfolio

TRANSFERS

You can transfer money among the FIXED ACCOUNTS and the 17 INVESTMENT
PORTFOLIOS.

Telephone Transfers

You can make transfers by telephone. If you own the contract with a JOINT
OWNER, unless BMA is instructed otherwise, BMA will accept instructions from
either you or the other OWNER. BMA will use reasonable procedures to confirm
that instructions given us by telephone are genuine. If BMA fails to use such
procedures, we may be liable for any losses due to unauthorized or fraudulent
instructions. BMA tape records all telephone instructions.

Transfers During the Accumulation Phase

You can make 12 transfers every year during the ACCUMULATION PHASE without
charge. We measure a year from the anniversary of the day we issued your
contract. You can make a transfer to or from the FIXED ACCOUNTS and to or from
any INVESTMENT PORTFOLIO. If you make more than 12 transfers in a year, there is
a transfer fee deducted. The fee is $25 per transfer. The following apply to any
transfer during the ACCUMULATION PHASE:

1. The minimum amount which you can transfer from the INVESTMENT PORTFOLIO,
Fixed Account I or any GUARANTEE PERIOD of Fixed Account II is $250 or your
entire interest in the INVESTMENT PORTFOLIO, Fixed Account I or GUARANTEE PERIOD
of Fixed Account II, if less.

2. We reserve the right to restrict the maximum amount which you can
transfer from any FIXED ACCOUNT option (unless the transfer is from a GUARANTEE
PERIOD of Fixed Account II just expiring) to 25% of the amount in Fixed Account
I or any GUARANTEE PERIOD of Fixed Account II. Currently, BMA is waiving this
restriction. This requirement is waived if the transfer is part of the Dollar
Cost Averaging, Asset Allocation or Asset Rebalancing options. This requirement
is also waived if the transfer is to switch your contract to the INCOME PHASE.

3. At its discretion, BMA may refuse transfers to Fixed Account I or Fixed
Account II if the total value of Fixed Accounts I and II is greater than or
equal to 30% of the value of your contract at the time of the transfer.

4. The minimum amount which must remain in any INVESTMENT PORTFOLIO after a
transfer is $1,000. The minimum amount which must remain in Fixed Account I or
any GUARANTEE PERIOD of Fixed Account II after a transfer is $5,000.

5. You may not make a transfer until after the end of the free look period.

6. We reserve the right to restrict the number of transfers per year and to
restrict transfers made on consecutive business days.

Your right to make transfers may be modified if we determine, in our sole
opinion, that the exercise of the transfer right by one or more OWNERS is, or
would be, harmful to other OWNERS.

Transfers During the Income Phase

Each year, during the INCOME PHASE, you can make 4 transfers between the
INVESTMENT PORTFOLIO(s). We measure a year from the anniversary of the day we
issued your contract. You can also make 4 transfers each contract year from the
INVESTMENT PORTFOLIOS to the general account. You may not make a transfer from
the general account to the INVESTMENT PORTFOLIOS. These four transfers each
contract year during the INCOME PHASE are free. If you make more than 4
transfers in a year during the INCOME PHASE, a transfer fee of $25 per transfer
(after the 4 free) will be charged.

DOLLAR COST AVERAGING OPTION

The Dollar Cost Averaging Option allows you to systematically transfer a
set amount each month from the Money Market Portfolio or Fixed Account I to any
of the other INVESTMENT PORTFOLIO(s). By allocating amounts on a regular
schedule as opposed to allocating the total amount at one particular time, you
may be less susceptible to the impact of market fluctuations.

The minimum amount which can be transferred each month is $250. The value
of your contract must be at least $10,000 in order to participate in Dollar Cost
Averaging.

All Dollar Cost Averaging transfers will be made on the 15th day of the
month unless that day is not a business day. If it is not, then the transfer
will be made the next business day. You must participate in Dollar Cost
Averaging for at least 6 months.

If you participate in Dollar Cost Averaging, the transfers made under this
option are not taken into account in determining any transfer fee.

No Automatic Withdrawals and Minimum Distributions will be allowed if you
are participating in Dollar Cost Averaging.

ASSET REBALANCING OPTION

Once your money has been allocated among the INVESTMENT PORTFOLIOS, the
performance of each portfolio may cause your allocation to shift. If the value
of your contract is at least $10,000, you can direct us to automatically
rebalance your contract each quarter to return to your original percentage
allocations by selecting our Asset Rebalancing Option.

The program will ignore any new PURCHASE PAYMENTS or transfers allocated to
portfolios other than the original (or most current) rebalancing portfolio
allocations. You may change your allocations to incorporate new PURCHASE
PAYMENTS or transfers by contacting the BMA Service Center.

The minimum period to participate in this program is 6 months. The transfer
date will be the 15th of the month unless that day is not a business day. If it
is not, then the transfer will be made the next business day. The FIXED ACCOUNT
options are not part of asset rebalancing.

If you participate in the Asset Rebalancing Option, the transfers made
under the program are not taken into account in determining any transfer
fee.

EXAMPLE:

Assume that you want your initial PURCHASE PAYMENT split between 2
INVESTMENT PORTFOLIOS. You want 40% to be in the Intermediate Fixed Income
Portfolio and 60% to be in the Mid Cap Equity Portfolio. Over the next 2 1/2
months the bond market does very well while the stock market performs poorly. At
the end of the first quarter, the Intermediate Fixed Income Portfolio now
represents 50% of your holdings because of its increase in value. If you had
chosen to have your holdings rebalanced quarterly, on the first day of the next
quarter, BMA would sell some of your units in the Intermediate Fixed Income
Portfolio to bring its value back to 40% and use the money to buy more units in
the Mid Cap Equity Portfolio to increase those holdings to 60%.

ASSET ALLOCATION OPTION

BMA recognizes the value to certain OWNERS of having available, on a
continuous basis, advice for the allocation of your money among the investment
options available under the contract.

Even though BMA may allow the use of approved Asset Allocation Programs,
the contract was not designed for professional market timing organizations.
Repeated patterns of frequent transfers are disruptive to the operations of the
INVESTMENT PORTFOLIOS, and should BMA become aware of such disruptive practices,
we may modify the transfer provisions of the contract.

If you participate in an approved Asset Allocation Program, the transfers
made under the program will not be taken into account in determining any
transfer fee.

VOTING RIGHTS

BMA is the legal owner of the INVESTMENT PORTFOLIO shares. However, BMA
believes that when an INVESTMENT PORTFOLIO solicits proxies in conjunction with
a vote of shareholders, it is required to obtain from you and other OWNERS
instructions as to how to vote those shares. When we receive those instructions,
we will vote all of the shares we own in proportion to those instructions. This
will also include any shares that BMA owns on its own behalf. Should BMA
determine that it is no longer required to comply with the above, we will vote
the shares in our own right.

SUBSTITUTION

BMA may be required to substitute one of the INVESTMENT PORTFOLIOS you have
selected with another portfolio. We would not do this without the prior approval
of the Securities and Exchange Commission. We will give you notice of our intent
to do this. We may also limit further investment in an INVESTMENT PORTFOLIO if
we deem the investment inappropriate.

5. EXPENSES

There are charges and other expenses associated with the contracts that
reduce the return on your investment in the contract. These charges and expenses
are:

COVERAGE CHARGE

Each day, BMA makes a deduction for its coverage charge. BMA does this as
part of its calculation of the value of the ACCUMULATION UNITS and the ANNUITY
UNITS. The amount of the charge depends upon the amount of your initial PURCHASE
PAYMENT (excluding amounts you select to be allocated to Fixed Account II) and,
if you purchased the contract on or after May 1, 1999, whether you elected the
Additional Death Benefit Option (ADBO). If you make additional PURCHASE PAYMENTS
to your contract, these amounts are not used to determine the amount of the
coverage charge for your contract.

The chart below tells you the amount, on an annual basis, of the coverage charge
for your contract. It is a percentage of the average daily value of the contract
invested in an INVESTMENT PORTFOLIO, after expenses have been deducted.

<TABLE>
<CAPTION>
<S> <C> <C>
If your initial PURCHASE
PAYMENT is $75,000 or more If your initial
(excluding amounts allocated PURCHASE PAYMENT is
to Fixed Account II) less than $75,000

<S> <C> <C>
If you elect the ADBO 1.45% 1.60%

If you do not elect the
ADBO 1.25% 1.40%
</TABLE>

IN CERTAIN STATES, THE ADBO MAY NOT BE AVAILABLE. IN ADDITION, THE LOWER
COVERAGE CHARGES OF 1.25% and 1.45% MAY NOT BE AVAILABLE EVEN THOUGH YOUR
INITIAL PURCHASE PAYMENT IS $75,000 OR MORE. CHECK WITH YOUR REGISTERED
REPRESENTATIVE REGARDING AVAILABILITY.

We reserve the right to increase the coverage charge but it will never be
more than 1.75% of the average daily value of the contract invested in an
INVESTMENT PORTFOLIO, after expenses have been deducted.

This charge is for all the insurance benefits E.G., guarantee of annuity
rates, the death benefit, and for assuming the risk that the current charges
will be insufficient in the future to cover the cost of administering the
contract. This charge is also for administrative expenses, including preparation
of the contract, confirmations, annual reports and statements, maintenance of
contract records, personnel costs, legal and accounting fees, filing fees and
computer and system costs and certain distribution expenses.

CONTRACT MAINTENANCE CHARGE

During the ACCUMULATION PHASE, every year on the anniversary of the date
when your contract was issued, BMA deducts $35 from your contract as a contract
maintenance charge. If you make a complete withdrawal from your contract, the
charge will also be deducted. A pro rata portion of the charge will be deducted
if the ANNUITY DATE is other than an anniversary. We reserve the right to
increase this charge but it will never be more than $60 each year. This charge
is for administrative expenses.

BMA will not deduct this charge, if when the deduction is to be made, the
value of your contract is $100,000 or more. If you own more than one BMA
contract, we will determine the total value of all your contracts (except in
South Carolina). If the OWNER is a non-natural person (E.G., a corporation), we
will look to the ANNUITANT to determine this information. BMA may some time in
the future discontinue this practice and deduct the charge.

After the ANNUITY DATE, the charge will be collected monthly out of each
ANNUITY PAYMENT regardless of the size of the contract.

WITHDRAWAL CHARGE

During the ACCUMULATION PHASE, you can make withdrawals from your contract.
BMA keeps track of each PURCHASE PAYMENT. The withdrawal charge compensates us
for expenses associated with selling the contract. The withdrawal charge is
equal to:

After BMA has had a PURCHASE PAYMENT for 7 years, there is no charge when
you withdraw that PURCHASE PAYMENT. For purposes of the withdrawal charge, BMA
treats withdrawals as coming from the oldest purchase payment first. When the
withdrawal is for only part of the value of your contract, the withdrawal charge
is deducted from the remaining value in your contract.

FREE WITHDRAWAL AMOUNT

The first 10% of the contract value withdrawn (free withdrawal amount) is
not subject to the withdrawal charge (unless you have already made another
withdrawal during that same contract year), if on the day you make your
withdrawal, the value of your contract is $10,000 or more. A withdrawal charge
will be assessed against each PURCHASE PAYMENT withdrawn in excess of the free
withdrawal amount and will result in a reduction in remaining contract value.
The withdrawal charge and the free withdrawal amount are calculated at the time
of each withdrawal.

BMA does not assess the withdrawal charge on any amounts paid out as death
benefits or as ANNUITY PAYMENTS if a life ANNUITY OPTION or another option with
an ANNUITY PAYMENT period of more than 5 years is selected.

NOTE: For tax purposes, withdrawals are considered to have come from the
last money into the contract. Thus, for tax purposes, earnings are considered to
come out first.

WAIVER OF WITHDRAWAL CHARGE BENEFITS

Under certain circumstances, after the first year, BMA will allow you to
take your money out of the contract without deducting the withdrawal charge:

1) if you become confined to a long term care facility, nursing facility or
hospital for at least 90 consecutive days;

2) if you become totally disabled;

3) if you become terminally ill (which means that you are not expected to
live more than 12 months);

4) if you are involuntarily unemployed for at least 90 consecutive days; or

5) if you get divorced.

These benefits may not be available in your state.

REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE

BMA will reduce or eliminate the amount of the withdrawal charge when the
contract is sold under circumstances which reduce its sales expense. Some
examples are: if there is a large group of individuals that will be purchasing
the contract or a prospective purchaser already had a relationship with BMA. BMA
will not deduct a withdrawal charge under a contract issued to an officer,
director or employee of BMA or any of its affiliates.

PREMIUM TAXES

Some states and other governmental entities (E.G., municipalities) charge
premium taxes or similar taxes. BMA is responsible for the payment of these
taxes and will make a deduction from the value of the contract for them. Some of
these taxes are due when the contract is issued, others are due when ANNUITY
PAYMENTS begin.

It is BMA's current practice, for all states except South Dakota, to not
charge anyone for these taxes until ANNUITY PAYMENTS begin. In South Dakota, BMA
will assess a charge equal to the amount of the premium tax at the time each
PURCHASE PAYMENT is made.

BMA may some time in the future discontinue this practice and assess the
charge when the tax is due. Premium taxes generally range from 0% to 4%,
depending on the state.

TRANSFER FEE

You can make 12 free transfers every year during the ACCUMULATION PHASE and
4 free transfers every year during the INCOME PHASE. We measure a year from the
day we issue your contract. If you make more than 12 transfers a year during the
ACCUMULATION PHASE or more than 4 transfers a year during the INCOME PHASE, we
will deduct a transfer fee of $25. The transfer fee is deducted from the amount
which is transferred. The transfer fee is for expenses in connection with
transfers.

If the transfer is part of the Dollar Cost Averaging Option, the Asset
Rebalancing Option or an approved Asset Allocation Program, it will not count in
determining the transfer fee.

INCOME TAXES

BMA will deduct from the contract for any income taxes which it incurs
because of the contract. At the present time, we are not making any such
deductions.

INVESTMENT PORTFOLIO EXPENSES

There are deductions from and expenses paid out of the assets of the
various INVESTMENT PORTFOLIOS, which are described in the attached fund
prospectuses.

6. TAXES

NOTE: BMA has prepared the following information on taxes as a general
discussion of the subject. It is not intended as tax advice to any individual.
You should consult your own tax adviser about your own circumstances. BMA has
included in the Statement of Additional Information an additional discussion
regarding taxes.

ANNUITY CONTRACTS IN GENERAL

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

Simply stated, these rules provide that you will not be taxed on the
earnings on the money held in your annuity contract until you take the money
out. This is referred to as TAX DEFERRAL. There are different rules as to how
you will be taxed depending on how you take the money out and the type of
contract (QUALIFIED or NON-QUALIFIED, see the following sections).

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

When a NON-QUALIFIED contract is owned by a non-natural person (E.G.,
corporation or certain other entities other than a trust holding the contract as
an agent for a natural person), the contract will generally not be treated as an
annuity for tax purposes.

QUALIFIED AND NON-QUALIFIED CONTRACTS

If you purchase the contract as an individual and not an Individual
Retirement Annuity (IRA), your contract is referred to as a NON-QUALIFIED
contract.

If you purchase the contract under an IRA, your contract is referred to as
a QUALIFIED contract.

WITHDRAWALS--NON-QUALIFIED CONTRACTS

If you make a withdrawal from your contract, the Code treats such a
withdrawal as first coming from earnings and then from your PURCHASE PAYMENTS.
Such withdrawn earnings are includible in income.

The Code also provides that any amount received under an annuity contract
which is included in income may be subject to a penalty. The amount of the
penalty is equal to 10% of the amount that is includible in income. Some
withdrawals will be exempt from the penalty. They include any amounts:

(1) paid on or after the taxpayer reaches age 59 1/2;

(2) paid after you die;

(3) paid if the taxpayer becomes totally disabled (as that term is defined
in the Code);

(4) paid in a series of substantially equal payments made annually (or
more frequently) for life or a period not exceeding life expectancy;

(5) paid under an immediate annuity; or

(6) which come from PURCHASE PAYMENTS made prior to August 14, 1982.

WITHDRAWALS--QUALIFIED CONTRACTS

The above information describing the taxation of NON-QUALIFIED contracts
does not apply to QUALIFIED contracts. There are special rules that govern with
respect to QUALIFIED contracts. We have provided a more complete discussion in
the Statement of Additional Information.

DEATH BENEFITS

Any death benefits paid under the contract are taxable to the BENEFICIARY.
The rules governing the taxation of payments from an annuity contract, as
discussed above, generally apply to the payment of death benefits and depend on
whether the death benefits are paid as a lump sum or as ANNUITY PAYMENTS.

DIVERSIFICATION

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

Neither the Code nor the Internal Revenue Service Regulations issued to
date provide guidance as to the circumstances under which you, because of the
degree of control you exercise over the underlying investments, and not BMA,
would be considered the owner of the shares of the INVESTMENT PORTFOLIOS. If you
are considered the owner of the shares, it will result in the loss of the
favorable tax treatment for the contract. It is unknown to what extent under
federal tax law OWNERS are permitted to select INVESTMENT PORTFOLIOS, to make
transfers among the INVESTMENT PORTFOLIOS or the number and type of INVESTMENT
PORTFOLIOS OWNERS may select from without being considered the owner of the
shares. If any guidance is provided which is considered a new position, then the
guidance would generally be applied prospectively. However, if such guidance is
considered not to be a new position, it may be applied retroactively. This would
mean that you, as the OWNER of the contract, could be treated as the OWNER of
the INVESTMENT PORTFOLIOS.

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

7. ACCESS TO YOUR MONEY

You can have access to the money in your contract:

(1) by making a withdrawal (either a partial or a complete withdrawal);

(2) by electing to receive ANNUITY PAYMENTS; or

(3) when a death benefit is paid to your BENEFICIARY.

Withdrawals can only be made during the ACCUMULATION PHASE.

When you make a complete withdrawal you will receive the value of the
contract on the day you made the withdrawal:

* less any applicable withdrawal charge,

* less any premium tax,

* less any contract maintenance charge, and

* less an interest adjustment (for amounts allocated to Fixed Account II), if
applicable.

(See Section 5. Expenses for a discussion of the charges.)

Unless you instruct BMA otherwise, any partial withdrawal will be made pro
rata from all the INVESTMENT PORTFOLIO(S) and the FIXED ACCOUNT option(s) you
selected. Under most circumstances the amount of any partial withdrawal must be
for at least $1,000 (withdrawals made pursuant to the automatic withdrawal
program and the minimum distribution option are not subject to this minimum).
BMA requires that after a partial withdrawal is made you keep at least $1,000 in
any INVESTMENT PORTFOLIO and $5,000 in Fixed Account I or any GUARANTEE PERIOD
of Fixed Account II. BMA also requires that after a partial withdrawal is made
you keep at least $10,000 in your contract.

We will pay the amount of any withdrawal from the INVESTMENT PORTFOLIOS
within 7 days of a receipt in good order of your request unless the suspension
or deferral of payments or transfers provision is in effect (see Section
10--Other Information--Suspension of Payments or Transfers). Use of a certified
check to purchase the contract may expedite the payment of your withdrawal
request if the withdrawal request is soon after your payment by certified check.

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

AUTOMATIC WITHDRAWAL PROGRAM

The Automatic Withdrawal Program provides periodic payments to you. Each
payment must be for at least $250. You may select to have payments made monthly,
quarterly, semi-annually or annually. The first 10% of the contract value
withdrawn is not subject to the withdrawal charge. A withdrawal charge will be
applied to any withdrawals in excess of the first 10% withdrawn and will result
in a reduction in remaining contract value.

If you use this program, you may not make any other withdrawals (including
a partial withdrawal). For a discussion of the withdrawal charge and the 10%
free withdrawal, see Section 5. Expenses.

All Automatic Withdrawals will be made on the 15th day of the month unless
that day is not a business day. If it is not, then the payment will be the next
business day.

No Minimum Distribution payments and/or Dollar Cost Averaging transfers will
be allowed if you are participating in the Automatic Withdrawal Program.

INCOME TAXES AND TAX PENALTIES MAY APPLY TO AUTOMATIC WITHDRAWALS.

MINIMUM DISTRIBUTION PROGRAM

If you own an IRA contract, you may select the Minimum Distribution
Program. Under this program, BMA will make payments to you from your contract
that are designed to meet the applicable minimum distribution requirements
imposed by the Internal Revenue Code for QUALIFIED plans. BMA will make payments
to you periodically (currently, monthly, quarterly, semi-annually or annually).
The payments will not be subject to the withdrawal charge and will be instead of
the 10% single free withdrawal amount each year.

No Dollar Cost Averaging transfers or Automatic Withdrawals will be allowed
if you are participating in the Minimum Distribution Program.

SUSPENSION OF PAYMENTS OR TRANSFERS

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

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

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

3. an emergency exists as a result of which disposal of shares of the
INVESTMENT PORTFOLIOS is not reasonably practicable or BMA cannot
reasonably value the shares of the INVESTMENT PORTFOLIOS;

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

BMA has reserved the right to defer payment for a withdrawal or transfer
from the FIXED ACCOUNTS for the period permitted by law but not for more than
six months.

8. PERFORMANCE

BMA may periodically advertise performance of the various INVESTMENT
PORTFOLIOS. BMA will calculate performance by determining the percentage change
in the value of an ACCUMULATION UNIT by dividing the increase (decrease) for
that unit by the value of the ACCUMULATION UNIT at the beginning of the period.
This performance number reflects the deduction of the coverage charge and the
fees and expenses of the INVESTMENT PORTFOLIO. It does not reflect the deduction
of any applicable contract maintenance charge and withdrawal charge. The
deduction of any applicable contract maintenance charge and withdrawal charge
would reduce the percentage increase or make greater any percentage decrease.
Any advertisement will also include average annual total return figures which
will reflect the deduction of the coverage charge, contract maintenance charges,
withdrawal charges as well as the fees and expenses of the INVESTMENT PORTFOLIO.

BMA may also advertise the historical performance of certain INVESTMENT
PORTFOLIOS whose inception dates precede the date the ACCUMULATION UNITS of your
contract invested in the Portfolio.

BMA may advertise yield information. If it does, it will provide you with
information regarding how yield is calculated.

BMA may, from time to time, include in its advertising and sales materials,
tax deferred compounding charts and other hypothetical illustrations, which may
include comparisons of currently taxable and tax deferred investment programs,
based on selected tax brackets.

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

Future performance will vary and the results shown are not necessarily
representative of future results.

9. DEATH BENEFIT

UPON YOUR DEATH

If you die during the ACCUMULATION PHASE, BMA will pay a death benefit to
your BENEFICIARY (see below). If you have a JOINT OWNER, the death benefit will
be paid when the first of you dies. The surviving JOINT OWNER will be treated as
the BENEFICIARY.

The amount of the death benefit depends on how old you are on the day we
issue your contract. If BMA issues your contract prior to your 80th birthday,
the death benefit will be:

During the first contract year, the greater of:

(1) the payments you have made, less any money you have taken out and
related withdrawal charges; or

(2) the value of your contract.

During the second and subsequent contract years, the greater of:

(1) the payments you have made, less any money you have taken out and
related withdrawal charges; or

(2) the value of your contract; or

(3) the highest year end death benefit value. The year end death benefit
value is the Contract value on the last day of each Contract year
prior to your 81st birthday, plus payments you have made, less
withdrawals and charges since that day.

If BMA issues your contract on or after your 80th birthday, the death
benefit will be the greater of:

(1) the payments you have made, less any money you have taken out and
related withdrawal charges; or

(2) the value of your contract.

THE ABOVE DEATH BENEFIT MAY NOT BE AVAILABLE IN YOUR STATE, in which case,
the death benefit will be the greater of:

1. Total PURCHASE PAYMENTS, less withdrawals (and any withdrawal charges
paid on the withdrawals);

2. The value of your contract at the time the death benefit is to be
paid.

Additional Death Benefit Option (ADBO)

If you bought your contract on or after May 1, 1999, you can elect the ADBO
at the time you buy the contract. We will determine the benefit as of the date
we receive at our Service Center proof of death, an authorized request for
payment and any other necessary information for a payment option.

The Additional Death Benefit is equal to 15% of the excess of: the
"Additional Death Benefit Ending Value" over the "Additional Death Benefit Base
Value" (as defined below).

If the BENEFICIARY is your spouse, is under age 81 and elects to continue
the contract after you die, the Additional Death Benefit will be added to the
contract value on the date your spouse elects to continue the contract. In that
case, a second Additional Death Benefit will apply to the continued contract. We
deem any election to continue the contract valid on the date we receive an
authorized request at our Service Center. The second Additional Death Benefit is
equal to 15% of the excess of your spouse's "Additional Death Benefit Ending
Value" over his or her "Additional Death Benefit Base Value" (as defined below).
If your spouse is 81 or older at the time we receive proof of your death, your
spouse may continue the contract, but there will not be a second Additional
Death Benefit.

Additional Death Benefit Base Value means:

For the OWNER, the sum of the PURCHASE PAYMENTS made.

For your surviving spouse, the contract value on the date of his or her
election to continue the contract, including all death benefits for the
OWNER plus any PURCHASE PAYMENTS that were made after the date of the
election.

Additional Death Benefit Ending Value means the lesser of:

The contract value on the date BMA receives at its Service Center proof of
death and any other necessary information; and

The contract value on the decedent's 81st birthday, if BMA receives at its
Service Center proof of death after the decedent's 81st birthday.

If you select the ADBO, the coverage charge for your contract will be
higher than it would have been without this benefit and currently, the interest
rate we credit on amounts you have allocated to Fixed Account II will be
reduced.

The ADBO may not be available in your state. Check with your registered
representative regarding availability.

Appendix B to this prospectus contains examples of how the Additional Death
Benefit is calculated.

The entire death benefit must be paid within 5 years of the date of death
unless the BENEFICIARY elects to have the death benefit payable under an ANNUITY
OPTION. The death benefit payable under an ANNUITY OPTION must be paid over the
BENEFICIARY'S lifetime or for a period not extending beyond the BENEFICIARY'S
life expectancy. Payment must begin within one year of the date of death. If the
BENEFICIARY is the spouse of the OWNER, he/she can continue the contract in
his/her own name. Payment to the BENEFICIARY (other than a lump sum) may only be
elected during the 60 day period beginning with the date we receive proof of
death. If a lump sum payment is elected and all the necessary requirements are
met, the payment will be made within 7 days.

If you or any JOINT OWNER dies during the INCOME PHASE (and you are not the
ANNUITANT) any remaining payments under the ANNUITY OPTION chosen will continue
at least as rapidly as under the method of distribution in effect at the time of
death. If you die during the INCOME PHASE, the BENEFICIARY becomes the OWNER.

See Section 6. Taxes--Death Benefits regarding the tax treatment of death
proceeds.

DEATH OF ANNUITANT

If the ANNUITANT, who is not an OWNER or JOINT OWNER, dies during the
ACCUMULATION PHASE, you can name a new ANNUITANT. If no ANNUITANT is named
within 30 days of the death of the ANNUITANT, you will become the ANNUITANT.
However, if the OWNER is a non-natural person (for example, a corporation), then
the death of the ANNUITANT will be treated as the death of the OWNER, and a new
ANNUITANT may not be named.

Upon the death of the ANNUITANT during the INCOME PHASE, the death benefit,
if any, will be as provided for in the ANNUITY OPTION selected. The death
benefits will be paid at least as rapidly as under the method of distribution in
effect at the ANNUITANT'S death.

10. OTHER INFORMATION

BMA

Business Men's Assurance Company of America (BMA), BMA Tower, 700 Karnes
Blvd., Kansas City, Missouri 64108 was incorporated in 1909 under the laws of
the state of Missouri. BMA is licensed in the District of Columbia, Puerto Rico
and all states except New York. BMA is a wholly owned subsidiary of
Assicurazioni Generali S.p.A., which is the largest insurance organization in
Italy.

BMA's obligations arising under the contracts are general obligations of
BMA.

YEAR 2000

Some of BMA's computer systems were written using two digits rather than
four to define the applicable year. As a result, those computer systems will not
recognize the year 2000 which, if not corrected, could cause disruptions of
operations, including, among other things, an inability to process transactions
or engage in similar normal business activities.

BMA has developed a plan to modify its information technology to be ready
for the year 2000 and has begun converting critical data processing systems. BMA
currently expects the project to be substantially complete by late 1998 which is
prior to any anticipated impact on its operating systems. Based on this plan,
BMA does not believe that the costs to complete such system modifications or
replacement will be material to BMA.

THE SEPARATE ACCOUNT

BMA has established a separate account, BMA Variable Annuity Account A
(Separate Account), to hold the assets that underlie the contracts. The Board of
Directors of BMA adopted a resolution to establish the Separate Account under
Missouri insurance law on September 9, 1996. We have registered the Separate
Account with the Securities and Exchange Commission as a unit investment trust
under the Investment Company Act of 1940.

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

DISTRIBUTOR

Jones & Babson, Inc., acts as the distributor of the contracts. Jones &
Babson, Inc. is a wholly owned subsidiary of BMA.

Commissions will be paid to broker-dealers who sell the contracts.
Broker-dealers will be paid commissions of up to 6% of PURCHASE PAYMENTS.
Sometimes, BMA may enter into an agreement with the broker-dealer to pay the
broker-dealer commissions as a combination of a certain amount of the commission
at the time of sale and a trail commission (which when totaled will not exceed
6% of PURCHASE PAYMENTS). BMA may, from time to time, pay promotional cash
incentives that increase the amount of compensation.

ADMINISTRATION

BMA has hired NAVISYS (formerly GENELCO, Incorporated), 9735 Landmark
Parkway Drive, St. Louis, Missouri to perform certain administrative services
regarding the contracts. The administrative services include issuance of the
contracts and maintenance of contract owners' records.

OWNERSHIP

OWNER. You, as the OWNER of the contract, have all the rights under the
contract. The OWNER is as designated at the time the contract is issued, unless
changed. The BENEFICIARY becomes the OWNER upon the death of the OWNER.

JOINT OWNER. The contract can be owned by JOINT OWNERS. Any JOINT OWNER
must be the spouse of the other OWNER (except in Pennsylvania and Oregon). Upon
the death of either JOINT OWNER, the surviving OWNER will be the primary
BENEFICIARY. Any other BENEFICIARY designation will be treated as a contingent
BENEFICIARY unless otherwise indicated.

BENEFICIARY

The BENEFICIARY is the person(s) or entity you name to receive any death
benefit. The BENEFICIARY is named at the time the contract is issued unless
changed at a later date. Unless an irrevocable BENEFICIARY has been named, you
can change the BENEFICIARY at any time before you die.

ASSIGNMENT

You can assign the contract at any time during your lifetime. BMA will not
be bound by the assignment until it receives the written notice of the
assignment. BMA will not be liable for any payment or other action we take in
accordance with the contract before we receive notice of the assignment. AN
ASSIGNMENT MAY BE A TAXABLE EVENT.

If the contract is issued pursuant to a QUALIFIED plan, there may be
limitations on your ability to assign the contract.

FINANCIAL STATEMENTS

The financial statements of BMA and the Separate Account have been included
in the Statement of Additional Information.

TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
PAGE
----

<S> <C>
Company...................................................................

Experts...................................................................

Legal Opinions............................................................

Distributor...............................................................

Reduction or Elimination of Withdrawal Charge.............................

Calculation of Performance Data...........................................

Federal Tax Status........................................................

Annuity Provisions........................................................

Mortality and Expense Guarantee...........................................

Financial Statements......................................................
</TABLE>

APPENDIX A-CONDENSED FINANCIAL INFORMATION

ACCUMULATION UNIT Value History--The following schedule includes
ACCUMULATION UNIT values for the period from November 24, 1997 [commencement of
operations] to December 31, 1997 and the year or period ended December 31, 1998.
This data has been extracted from the Separate Account's audited December 31,
1998 financial statements. This information should be read in conjunction with
the Separate Account's financial statements and related notes which are included
in the Statement of Additional Information. There is no ACCUMULATION UNIT value
history for contracts with a 1.60% or 1.45% coverage charge because the ADBO was
first offered on May 1, 1999. Therefore, there are no ACCUMULATION UNIT values
for contracts with those coverage charges for the periods shown below.

<TABLE>
<CAPTION>
Contracts with 1.40% Contracts with 1.25%
Coverage Charge Coverage Charge
-------------------- --------------------
Year Ended Period Ended Period from 9/6/98
12/31/98 12/31/97 to 12/31/98
------------- ------------ --------------------
<S> <C> <C> <C>
INVESTORS MARK SERIES FUND, INC.:
MONEY MARKET SUB-ACCOUNT
Unit value at beginning of period................... $ _______ $ 10.00
Unit value at end of period......................... $ _______ $ 10.3660
No. of ACCUMULATION UNITS Outstanding at end of
period............................................ _______ 100
INTERMEDIATE FIXED INCOME SUB-ACCOUNT
Unit value at beginning of period................... $ _______ $ 10.00
Unit value at end of period......................... $ _______ $ 10.1029
No. of ACCUMULATION UNITS Outstanding at end of
period............................................ _______ 100
GLOBAL FIXED INCOME SUB-ACCOUNT
Unit value at beginning of period................... $ _______ $ 10.00
Unit value at end of period......................... $ _______ $ 10.2068
No. of ACCUMULATION UNITS Outstanding at end of
period............................................. _______ 100
MID CAP EQUITY SUB-ACCOUNT
Unit value at beginning of period................... $ _______ $ 10.00
Unit value at end of period......................... $ _______ $ 10.1186
No. of ACCUMULATION UNITS Outstanding at end of
period............................................. _______ 543
SMALL CAP EQUITY SUB-ACCOUNT
Unit value at beginning of period................... $ ______ $ 10.00
Unit value at end of period......................... $ ______ $ 9.7057
No. of ACCUMULATION UNITS Outstanding at end of
period............................................. ______ 507
LARGE CAP GROWTH SUB-ACCOUNT
Unit value at beginning of period................... $ _______ $ 10.00
Unit value at end of period......................... $ _______ $ 10.4344
No. of ACCUMULATION UNITS Outstanding at end of
period............................................. _______ 345
LARGE CAP VALUE SUB-ACCOUNT
Unit value at beginning of period................... $ _______ $ 10.00
Unit value at end of period......................... $ _______ $ 9.6830
No. of ACCUMULATION UNITS Outstanding at end of
period............................................. _______ 364
GROWTH & INCOME SUB-ACCOUNT
Unit value at beginning of period................... $ _______ $ 10.00
Unit value at end of period......................... $ _______ $ 10.0687
No. of ACCUMULATION UNITS Outstanding at end of
period............................................. _______ 353
BALANCED SUB-ACCOUNT
Unit value at beginning of period................... $ _______ $ 10.00
Unit value at end of period......................... $ _______ $ 10.0854
No. of ACCUMULATION UNITS Outstanding at end of
period............................................. _______ 100

BERGER INSTITUTIONAL PRODUCTS TRUST:
BERGER/BIAM IPT--INTERNATIONAL SUB-ACCOUNT
Unit value at beginning of period................... $ _______ $ 10.00
Unit value at end of period......................... $ _______ $ 10.4116
No. of ACCUMULATION UNITS Outstanding at end of
period............................................. _______ 482
</TABLE>

ACCUMULATION UNIT values are not shown for the sub-accounts investing in VP
Value, VP Income & Growth, Dreyfus Stock Index Fund, Dreyfus Variable Investment
Fund-Disciplined Stock Portfolio, INVESCO VIF-High Yield Portfolio, INVESCO
VIF-Industrial Income Portfolio, and Lazard Retirement Small Cap Portfolio
because they were first offered under the contract on December 31, 1998.

APPENDIX B - ADDITIONAL DEATH BENEFIT OPTION

The following examples show you how we calculate the additional death
benefit (ADB) if you elect the Additional Death Benefit Option.

EXAMPLE #1

Owner purchases contract at age 50;
Spouse, who is age 45, is named Beneficiary;
Total Purchase Payments at death of $100,000;
Owner dies at age 70, with Contract Value of $250,000.

The Additional Death Benefit payable to the Beneficiary would be $22,500.
This is determined by .15 x [ADB Ending Value ($250,000) - ADB Base Value
($100,00)]- i.e. .15 x $150,000. If the basic death benefit under the contract
were equal to the contract value, the total death benefit would be $272,500.

EXAMPLE #2

Same assumptions as Example #1, except that surviving spouse elects to continue
the contract.

The contract value ($250,000) on the date of election to continue the contract
would be increased by $22,500 to $272,500. The ADB Base Value would be $272,500.
Assume the surviving spouse dies at age 75, no additional purchase payments were
made, and the Contract Value was $400,000. The second Additional Death Benefit
payable to the current Beneficiary would be $19,125. This is determined by .15 x
[ADB Ending Value ($400,000)-spouse's ADB Base Value ($272,500)]-i.e. .15 x
$127,500. If the basic death benefit were equal to the contract value, the total
death benefit would be $419,125.

EXAMPLE #3

Owner purchases contract at age 70;
Spouse who is also age 70 is named as Beneficiary;
Purchase Payments total $100,000;
Owner dies at age 85 with a Contract Value of $250,000;
the Contract Value on the Owner's 81st birthday was $200,000.

The Additional Death Benefit payable to the beneficiary would be $15,000. This
is determined by .15 x [ADB Ending Value ($200,000, since the value at the
Owner's 81st birthday is less than the value at death)-ADB Base Value
($100,000)]-i.e. .15 x $100,000. If the basic death benefit under the contract
were equal to the contract value, the total death benefit would be $265,000. If
the surviving spouse elects to continue the contract, the contract value would
be increased to $265,000. However, since the surviving spouse is older than age
80, there would be no second Additional Death Benefit at his/her death.

Detach and mail to:

BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA
9735 LANDMARK PARKWAY DRIVE
ST. LOUIS, MO 63127-1690

Please send me, at no charge, the Statement of Additional Information dated
May 1, 1999 for the Annuity Contract issued by BMA.

(Please print or type and fill in all information)

- - ----------------------------------------------------------------------------
Name

- - ----------------------------------------------------------------------------
Address

- - ----------------------------------------------------------------------------
City State Zip Code

BMA-Registered Trademark-
------------------------------
A MEMBER OF THE GENERALI GROUP

Business Men's Assurance Company of America
P.O. Box 412879 / Kansas City, MO 64141

V1013-3 (5/99)

PART B

STATEMENT OF ADDITIONAL INFORMATION

INDIVIDUAL FLEXIBLE PAYMENT
VARIABLE ANNUITY CONTRACTS

ISSUED BY

BMA VARIABLE ANNUITY ACCOUNT A

AND

BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA

May 1, 1999

THIS IS NOT A PROSPECTUS. THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE
READ IN CONJUNCTION WITH THE PROSPECTUS FOR THE INDIVIDUAL FLEXIBLE PAYMENT
VARIABLE ANNUITY CONTRACTS WHICH ARE REFERRED TO HEREIN.

THE PROSPECTUS CONCISELY SETS FORTH INFORMATION THAT A PROSPECTIVE INVESTOR
OUGHT TO KNOW BEFORE INVESTING. FOR A COPY OF THE PROSPECTUS, CALL OR WRITE THE
COMPANY AT: 1-888-262-8131, 9735 Landmark Parkway Drive, St. Louis, MO
63127-1690.

THIS STATEMENT OF ADDITIONAL INFORMATION AND THE PROSPECTUS ARE DATED MAY 1,
1999.

TABLE OF CONTENTS

COMPANY ..................................................................

EXPERTS ..................................................................

LEGAL OPINIONS.............................................................

DISTRIBUTOR................................................................
Reduction or Elimination of the Withdrawal Charge.......................

CALCULATION OF PERFORMANCE DATA............................................

FEDERAL TAX STATUS.........................................................

ANNUITY PROVISIONS.........................................................

MORTALITY AND EXPENSE GUARANTEE............................................

FINANCIAL STATEMENTS.......................................................

COMPANY

Business Men's Assurance Company of America ("BMA" or the "Company"), BMA Tower,
700 Karnes Blvd., Kansas City, Missouri, 64108 was incorporated in 1909 under
the laws of the state of Missouri. BMA is licensed in the District of Columbia,
Puerto Rico and all states except New York. BMA is a wholly owned subsidiary of
Assicurazioni Generali S.p.A., which is the largest insurance organization in
Italy.

EXPERTS

The financial statements of BMA Variable Annuity Account A at December 31, 1998,
and for the period from November 24, 1997 (inception) to December 31, 1997, and
the consolidated financial statements of Business Men's Assurance Company of
America at December 31, 1998 and 1997, and for each of the three years in the
period ended December 31, 1998, appearing in this Statement of Additional
Information have been audited by _________________, 1200 Main Street, Kansas
City, Missouri 64105, independent auditors, as set forth in their reports
thereon appearing elsewhere herein, and are included in reliance upon such
reports given upon the authority of such firm as experts in accounting and
auditing.

LEGAL OPINIONS

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

DISTRIBUTOR

Jones & Babson, Inc., acts as the distributor. The offering is on a continuous
basis.

REDUCTION OR ELIMINATION OF THE WITHDRAWAL CHARGE

The amount of the Withdrawal Charge on the Contracts may be reduced or
eliminated when sales of the Contracts are made to individuals or to a group of
individuals in a manner that results in savings of sales expenses. The
entitlement to reduction of the Withdrawal Charge will be determined by the
Company after examination of all the relevant factors such as:

1. The size and type of group to which sales are to be made will be
considered. Generally, the sales expenses for a larger group are less than for a
smaller group because of the ability to implement large numbers of Contracts
with fewer sales contacts.

2. The total amount of purchase payments to be received will be considered.
Per Contract sales expenses are likely to be less on larger purchase payments
than on smaller ones.

3. Any prior or existing relationship with the Company will be considered.
Per Contract sales expenses are likely to be less when there is a prior existing
relationship because of the likelihood of implementing the Contract with fewer
sales contacts.

4. There may be other circumstances, of which the Company is not presently
aware, which could result in reduced sales expenses.

If, after consideration of the foregoing factors, the Company determines that
there will be a reduction in sales expenses, the Company may provide for a
reduction or elimination of the Withdrawal Charge.

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

CALCULATION OF PERFORMANCE DATA

TOTAL RETURN

From time to time, the Company may advertise performance data. Such data will
show the percentage change in the value of an accumulation unit based on the
performance of an investment portfolio over a period of time, usually a calendar
year, determined by dividing the increase (decrease) in value for that unit by
the accumulation unit value at the beginning of the period.

Any such advertisement will include average annual total return figures for the
time periods indicated in the advertisement. Such total return figures will
reflect the deduction of the coverage charge, the expenses for the underlying
investment portfolio being advertised and any applicable contract maintenance
charges and withdrawal charges.

The hypothetical value of a Contract purchased for the time periods described in
the advertisement will be determined by using the actual accumulation unit
values for an initial $1,000 purchase payment, and deducting any applicable
contract maintenance charges and any applicable withdrawal charges to arrive at
the ending hypothetical value. The average annual total return is then
determined by computing the fixed interest rate that a $1,000 purchase payment
would have to earn annually, compounded annually, to grow to the hypothetical
value at the end of the time periods described.

The formula used in these calculations is:

n
P ( 1 + T) = ERV

Where:

P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value at the end of the time
periods used (or fractional portion thereof) of a
hypothetical $1,000 payment made at the beginning of
the time periods used.

The Company may also advertise performance data which will be calculated in the
same manner as described above but which will not reflect the deduction of any
withdrawal charge and contract maintenance charge. The deduction of any
withdrawal charge and contract maintenance charge would reduce any percentage
increase or make greater any percentage decrease.

You should note that the investment results of each investment portfolio will
fluctuate over time, and any presentation of the investment portfolio's total
return for any period should not be considered as a representation of what an
investment may earn or what your total return may be in any future period.

YIELD

THE MONEY MARKET PORTFOLIO. The Company may advertise yield and effective
information for the Money Market Portfolio. Both yield figures are based on
historical earnings and are not intended to indicate future performance. The
"yield" of the subaccount refers to the income generated by an investment in the
subaccount over a seven-day period (which period will be stated in the
advertisement). This income is then "annualized." That is, the amount of income
generated by the investment during that week is assumed to be generated each
week over a 52-week period and is shown as a percentage of the investment. The
"effective yield" is calculated similarly but, when annualized, the income
earned by an investment in the subaccount is assumed to be reinvested. The
"effective yield" will be slightly higher than the "yield" because of the
compounding effect of this assumed reinvestment.

The Money Market Portfolio's current yield is computed on a base period return
of a hypothetical Contract having a beginning balance of one accumulation unit
for a particular period of time (generally seven days). The return is determined
by dividing the net change (exclusive of any capital changes) in such
accumulation unit by its beginning value, and then multiplying it by 365/7 to
get the annualized current yield. The calculation of net change reflects the
value of additional shares purchased with the dividends paid by the Portfolio,
and the deduction of the coverage charge and contract maintenance charge. The
effective yield reflects the effects of compounding and represents an
annualization of the current return with all dividends reinvested.

(Effective yield = [(Base Period Return + 1)365/7]-1.)

The Company does not currently advertise any yield information for the Money
Market Portfolio.

OTHER PORTFOLIOS. The Company may also quote current yield in sales literature,
advertisements and Owner communications for the other Portfolios. Each Portfolio
(other than the Money Market Portfolio) will publish standardized total return
information with any quotation of current yield.

The yield computation is determined by dividing the net investment income per
accumulation unit earned during the period (minus the deduction for the coverage
charge and the contract maintenance charge) by the accumulation unit value on
the last day of the period, according to the following formula:

6
Yield = 2 [[(a-b) + 1] - 1]
----
cd

Where:

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

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

c = the average daily number of accumulation units outstanding
during the period.

d = the maximum offering price per accumulation unit on the last
day of the period.

The above formula will be used in calculating quotations of yield, based on
specified 30-day periods identified in the advertisement or communication. Yield
calculations assume no withdrawal charge. The Company does not currently
advertise any yield information for any Portfolio.

PERFORMANCE INFORMATION

Section I - PERFORMANCE INFORMATION OF SEPARATE ACCOUNT

The following total return information reflects performance for the accumulation
units of the Separate Account investing in Investors Mark Series Fund, Inc. for
the periods shown. Charts 1A-D reflect the deduction of the coverage charge and
the operating expenses of the Portfolio. Charts 2A-D reflect the deduction of
the coverage charge, contract maintenance charge, withdrawal charge and the
operating expenses of the Portfolio. The inception dates shown below reflect the
dates the Separate Account first invested in the Portfolio. Past performance
does not guarantee future results.

<TABLE>
<CAPTION>
Chart 1-A (reflects 1.45% coverage charge and Portfolio expenses)
ANNUAL TOTAL RETURN FOR PERIODS ENDING 12/31/98: