EQUITRUST LIFE ANNUITY ACCOUNT
497, 1998-07-10
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<PAGE>
PROSPECTUS
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EquiTrust Life Annuity Account
Individual Flexible Premium Deferred
Variable Annuity Contract
 
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This Prospectus describes the individual flexible premium deferred variable
annuity contract (the "Contract") being offered by EquiTrust Life Insurance
Company (the "Company"). The Contract may be sold to or in connection with
retirement plans, including those that qualify for special federal tax treatment
under the Internal Revenue Code.
 
   
Premiums and accumulated values are allocated, as designated by the owner, to
one or more of the subaccounts of the EquiTrust Life Annuity Account (the
"Account"), the Declared Interest Option, or both. The assets of each Subaccount
will be invested solely in shares of the corresponding Investment Options: Value
Growth Portfolio, High Grade Bond Portfolio, High Yield Bond Portfolio, Money
Market Portfolio and Blue Chip Portfolio of EquiTrust Variable Insurance Series
Fund; Equity Income Portfolio, Mid-Cap Growth Portfolio, New America Growth
Portfolio and Personal Strategy Balanced Portfolio of T. Rowe Price Equity
Series, Inc.; International Stock Portfolio of T. Rowe Price International
Series, Inc.; or Dreyfus Variable Investment Fund: Capital Appreciation
Portfolio, Dreyfus Variable Investment Fund: Disciplined Stock Portfolio,
Dreyfus Variable Investment Fund: Growth and Income Portfolio, Dreyfus Variable
Investment Fund: International Equity Portfolio and Dreyfus Variable Investment
Fund: Small Cap Portfolio. The accompanying prospectus for each Fund describes
the investment objectives and attendant risks of each Investment Option. The
accumulated value of the Contracts prior to the retirement date, except for
amounts in the Declared Interest Option, will vary according to the investment
performance of each Investment Option in which the selected Subaccounts are
invested. THE OWNER BEARS THE ENTIRE INVESTMENT RISK ON AMOUNTS ALLOCATED TO THE
ACCOUNT.
    
 
   
This Prospectus sets forth basic information about the Contract and the Account
that a prospective investor should know before investing. Additional information
about the Contract and the Account is contained in the Statement of Additional
Information, which has been filed with the Securities and Exchange Commission.
The Statement of Additional Information is dated the same as this Prospectus and
is incorporated herein by reference. The table of contents for the Statement of
Additional Information is on page 32 of this Prospectus. You may obtain a copy
of the Statement of Additional Information free of charge by writing or calling
the Company at the address or phone number shown below.
    
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PLEASE READ THIS PROSPECTUS CAREFULLY AND KEEP IT FOR FUTURE REFERENCE. THIS
PROSPECTUS MUST BE ACCOMPANIED OR PRECEDED BY A CURRENT PROSPECTUS FOR EACH
FUND'S INVESTMENT OPTIONS.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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Issued By
 
EquiTrust Life Insurance Company
5400 University Avenue
West Des Moines, Iowa 50266
1-888-349-4656
 
                         THE DATE OF THIS PROSPECTUS IS
                                  JULY 1, 1998
<PAGE>
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                TABLE OF CONTENTS
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                                                                            PAGE
 
DEFINITIONS...............................................................     3
 
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EXPENSE TABLES............................................................     4
 
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SUMMARY...................................................................     7
 
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THE COMPANY, ACCOUNT AND INVESTMENT OPTIONS...............................     8
 
          EquiTrust Life Insurance Company................................     8
 
          EquiTrust Life Annuity Account..................................     8
 
          Investment Options..............................................     9
 
          Addition, Deletion or Substitution of Investments...............    11
 
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DESCRIPTION OF ANNUITY CONTRACT...........................................    12
 
          Issuance of a Contract..........................................    12
 
          Premiums........................................................    12
 
          Free-Look Period................................................    12
 
          Allocation of Premiums..........................................    12
 
          Variable Accumulated Value......................................    13
 
          Transfer Privilege..............................................    14
 
          Partial Withdrawals and Surrenders..............................    14
 
          Special Transfer and Withdrawal Options.........................    15
 
          Death Benefit Before the Retirement Date........................    15
 
          Death Benefit After the Retirement Date.........................    16
 
          Proceeds on the Retirement Date.................................    16
 
          Payments........................................................    17
 
          Modification....................................................    17
 
          Reports to Owners...............................................    17
 
          Inquiries.......................................................    17
 
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THE DECLARED INTEREST OPTION..............................................    18
 
          Minimum Guaranteed and Current Interest Rates...................    18
 
          Transfers From Declared Interest Option.........................    19
 
          Payment Deferral................................................    19
 
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CHARGES AND DEDUCTIONS....................................................    19
 
          Surrender Charge (Contingent Deferred Sales Charge).............    19
 
          Annual Administrative Charge....................................    20
 
          Transfer Processing Fee.........................................    20
 
          Mortality and Expense Risk Charge...............................    20
 
          Investment Option Expenses......................................    20
 
          Premium Taxes...................................................    20
 
          Other Taxes.....................................................    20
 
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PAYMENT OPTIONS...........................................................    21
 
          Election of Options.............................................    21
 
          Description of Options..........................................    21
 
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YIELDS AND TOTAL RETURNS..................................................    22
 
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FEDERAL TAX MATTERS.......................................................    23
 
          Introduction....................................................    23
 
          Tax Status of the Contract......................................    24
 
          Taxation of Annuities...........................................    25
 
          Transfers, Assignments or Exchanges of a Contract...............    27
 
          Withholding.....................................................    27
 
          Multiple Contracts..............................................    27
 
          Taxation of Qualified Plans.....................................    27
 
          Possible Charge for the Company's Taxes.........................    29
 
          Other Tax Consequences..........................................    29
 
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DISTRIBUTION OF THE CONTRACTS.............................................    29
 
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LEGAL PROCEEDINGS.........................................................    29
 
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VOTING RIGHTS.............................................................    30
 
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YEAR 2000.................................................................    30
 
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FINANCIAL STATEMENTS......................................................    31
 
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STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS.....................    32
 
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                                       2
<PAGE>
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                DEFINITIONS
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<TABLE>
<S>                                  <C>
ACCOUNT............................  EquiTrust Life Annuity Account.
ACCUMULATED VALUE..................  The total amount invested under the Contract. It
                                     is the sum of the values of the Contract in each
                                     Subaccount of the Account plus the value of the
                                     Contract in the Declared Interest Option.
ANNUITANT..........................  The person or persons whose life (or lives)
                                     determines the annuity benefits payable under the
                                     Contract and whose death determines the death
                                     benefit.
BENEFICIARY........................  The person to whom the proceeds payable on the
                                     death of the owner/annuitant will be paid.
BUSINESS DAY.......................  Each day that the New York Stock Exchange is open
                                     for trading, except the day after Thanksgiving,
                                     the day before Christmas (in 1998) and any day on
                                     which the Home Office is closed because of a
                                     weather-related or comparable type of emergency
                                     and is unable to segregate orders and redemption
                                     requests received on that day.
THE CODE...........................  The Internal Revenue Code of 1986, as amended.
CONTRACT ANNIVERSARY...............  Same date in each Contract Year as the Contract
                                     Date.
CONTRACT DATE......................  The date on which a properly completed application
                                     is received by the Company at the Home Office. It
                                     is the date set forth on the data page of the
                                     Contract which is used to determine Contract Years
                                     and Contract Anniversaries.
CONTRACT YEAR......................  A twelve-month period beginning on the Contract
                                     Date or on a Contract Anniversary.
DECLARED INTEREST OPTION...........  An investment option under the Contract funded by
                                     the Company's General Account. It is not part of,
                                     nor dependent upon, the investment performance of
                                     the Account.
DUE PROOF OF DEATH.................  Proof of death satisfactory to the Company. Such
                                     proof may consist of the following if acceptable
                                     to the Company:
                                     (a)  a certified copy of the death certificate;
                                     (b)  a certified copy of a court decree reciting a
                                     finding of death; or
                                     (c)  any other proof satisfactory to the Company.
FUND...............................  An open-end diversified management investment
                                     company in which the Account invests.
GENERAL ACCOUNT....................  The assets of the Company other than those
                                     allocated to the Account or any other separate
                                     account of the Company.
HOME OFFICE........................  The principal offices of the Company at 5400
                                     University Avenue, West Des Moines, Iowa 50266.
INVESTMENT OPTION..................  A separate investment portfolio of a Fund.
NET ACCUMULATED VALUE..............  The accumulated value less any applicable
                                     surrender charge.
NON-QUALIFIED CONTRACT.............  A Contract that is not a "Qualified Contract."
OWNER..............................  The person who owns the Contract and who is
                                     entitled to exercise all rights and privileges
                                     provided in the Contract.
QUALIFIED CONTRACT.................  A Contract that is issued in connection with plans
                                     that qualify for special federal income tax
                                     treatment under Sections 401, 403(b) or 408 of the
                                     Code.
RETIREMENT DATE....................  The date when the accumulated value will be
                                     applied under a payment option, if the annuitant
                                     is still living.
SEC................................  U.S. Securities and Exchange Commission.
SUBACCOUNT.........................  A subdivision of the Account, the assets of which
                                     are invested in a corresponding Investment Option.
VALUATION PERIOD...................  The period that starts at the close of business
                                     (3:00 p.m. central time) on one Business Day and
                                     ends at the close of business on the next
                                     succeeding Business Day.
WRITTEN NOTICE.....................  A written request or notice in a form satisfactory
                                     to the Company which is signed by the owner and
                                     received at the Home Office.
</TABLE>
 
                                       3
<PAGE>
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                EXPENSE TABLES
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The following expense information assumes that the entire accumulated value is
variable accumulated value.
 
<TABLE>
<S>                                                 <C>
OWNER TRANSACTION EXPENSES
  Sales Charge Imposed on Premiums................  None
  Surrender Charge (contingent deferred sales
   charge) as a percentage of the amount
   surrendered:...................................
</TABLE>
 
   
<TABLE>
<CAPTION>
CONTRACT YEAR*        SURRENDER CHARGE
- --------------------  -----------------
<S>                   <C>
 1..................          8.5%
 2..................          8
 3..................          7.5
 4..................          7
 5..................          6.5
 6..................          6
 7..................          5
 8..................          3
 9..................          1
10 and after........          0
</TABLE>
    
 
* After the first Contract Year, the owner may make partial withdrawals of up to
  10% of the accumulated value on the most recent Contract Anniversary without
  incurring a surrender charge. If the Contract is subsequently surrendered
  during the Contract Year, a surrender charge will be applied to the partial
  withdrawals taken. The amount that may be withdrawn without incurring a
  surrender charge is NOT cumulative from Contract Year to Contract Year.
 
<TABLE>
<S>                                                 <C>
Transfer Processing Fee...........................  None*
</TABLE>
 
* The Company does not charge a fee for the first twelve transfers in a Contract
  Year. The Company may charge $25 for each subsequent transfer in a Contract
  Year.
 
<TABLE>
<S>                                                 <C>
ANNUAL ADMINISTRATIVE CHARGE......................  $45
ACCOUNT ANNUAL EXPENSES (as a percentage of
 average net assets)
  Mortality and Expense Risk Charge...............  1.40%
  Other Account Expenses..........................  None
    Total Account Expenses........................  1.40%
</TABLE>
 
ANNUAL INVESTMENT OPTION EXPENSES (as a percentage of average net assets)
 
   
<TABLE>
<CAPTION>
                                                                      OTHER                TOTAL
                                                                    EXPENSES             EXPENSES
                                                    ADVISORY      (AFTER WAIVER        (AFTER WAIVER
INVESTMENT OPTION                                      FEE      OR REIMBURSEMENT)    OR REIMBURSEMENT)
- --------------------------------------------------  ---------  -------------------  -------------------
<S>                                                 <C>        <C>                  <C>
EquiTrust Variable Insurance Series Fund**
  Value Growth....................................      0.45%            0.10%                0.55%(1)
  High Grade Bond.................................      0.30%            0.22%                0.52%
  High Yield Bond.................................      0.45%            0.12%                0.57%(1)
  Money Market....................................      0.25%            0.23%                0.48%(1)
  Blue Chip.......................................      0.20%            0.13%                0.33%
T. Rowe Price Equity Series, Inc.
  Equity Income...................................      0.85%            0.00%                0.85%(2)
  Mid-Cap Growth..................................      0.85%            0.00%                0.85%(2)
  New America Growth..............................      0.85%            0.00%                0.85%(2)
  Personal Strategy Balanced......................      0.90%            0.00%                0.90%(2)
T. Rowe Price International Series, Inc.
  International Stock.............................      1.05%            0.00%                1.05%(2)
Dreyfus Variable Investment Fund
  Capital Appreciation Portfolio..................      0.75%(3)           0.05%              0.80%(4)
  Disciplined Stock Portfolio.....................      0.75%            0.27%                1.02%(4)
  Growth and Income Portfolio.....................      0.75%            0.05%                0.80%(4)
  International Equity Portfolio..................      0.75%            0.31%                1.06%(4)
  Small Cap Portfolio.............................      0.75%            0.03%                0.78%(4)
</TABLE>
    
 
 ** The annual investment option expenses for each Investment Option of the Fund
    are net of certain reimbursements by the Fund's investment adviser.
    Operating expenses (including the investment advisory fee but excluding
 
                                       4
<PAGE>
    brokerage, interest, taxes and extraordinary expenses) of an Investment
    Option that exceed 1.50% of the Investment Option's average daily net assets
    for any fiscal year are reimbursed by the Fund's investment adviser up to
    the amount of the advisory fee. In addition, the investment adviser has
    voluntarily agreed to reimburse each Portfolio for expenses that exceed
    0.65%. Absent the reimbursements, the total expenses for the Investment
    Options for the 1997 fiscal year would have been: Value Growth 0.58%, High
    Grade Bond 0.57%, High Yield Bond 0.65% and Money Market 0.55%.
 
(1) Total annual investment option expenses have been restated for the reduction
    in management fees from 0.50% to 0.45% for the Value Growth and High Yield
    Bond Investment Options and 0.30% to 0.25% for the Money Market Investment
    Option, effective May 1, 1997.
 
(2) Total annual investment option expenses are an all-inclusive fee and pay for
    investment management services and other operating costs.
   
(3) The advisory fee is a combined investment advisory and sub-investment
    advisory fee.
    
 
   
(4) Total expenses were not reduced for the 1997 fiscal year by any waiver or
    reimbursement.
    
 
The above tables are intended to assist the owner of a Contract in understanding
the costs and expenses that he or she will bear directly or indirectly. The
tables reflect the expenses for the Account based on the actual expenses for
each Investment Option for the 1997 fiscal year. For a more complete description
of the various costs and expenses see "Charges and Deductions" and the
prospectus for each Investment Option which accompany this Prospectus.
 
EXAMPLES: An owner would pay the following expenses on a $1,000 investment,
assuming a 5% annual return on assets:
 
    1.  If the Contract is surrendered or is annuitized at the end of the
applicable time period:
 
   
<TABLE>
<CAPTION>
SUBACCOUNT                                            1 YEAR       3 YEARS      5 YEARS     10 YEARS
- --------------------------------------------------  -----------  -----------  -----------  -----------
<S>                                                 <C>          <C>          <C>          <C>
EquiTrust Variable Insurance Series Fund
    Value Growth..................................   $     152    $     277    $     403    $     672
    High Grade Bond...............................         152          276          402          669
    High Yield Bond...............................         152          277          404          674
    Money Market..................................         151          275          400          665
    Blue Chip.....................................         150          271          393          649
T. Rowe Price Equity Series, Inc.
    Equity Income.................................         155          285          417          703
    Mid-Cap Growth................................         155          285          417          703
    New America Growth............................         155          285          417          703
    Personal Strategy Balanced....................         155          287          419          708
T. Rowe Price International Series, Inc.
    International Stock...........................         157          291          426          722
Dreyfus Variable Investment Fund
    Capital Appreciation Portfolio................         157          291          428          725
    Disciplined Stock Portfolio...................         156          290          425          719
    Growth and Income Portfolio...................         154          284          415          698
    International Equity Portfolio................         157          291          427          723
    Small Cap Portfolio...........................         154          283          414          696
</TABLE>
    
 
                                       5
<PAGE>
    2.  If the Contract is not surrendered or annuitized at the end of the
applicable time period:
 
   
<TABLE>
<CAPTION>
SUBACCOUNT                                            1 YEAR       3 YEARS      5 YEARS     10 YEARS
- --------------------------------------------------  -----------  -----------  -----------  -----------
<S>                                                 <C>          <C>          <C>          <C>
EquiTrust Variable Insurance Series Fund
    Value Growth..................................   $      65    $     196    $     329    $     672
    High Grade Bond...............................          64          195          328          669
    High Yield Bond...............................          65          196          330          674
    Money Market..................................          64          194          325          665
    Blue Chip.....................................          63          189          318          649
T. Rowe Price Equity Series, Inc.
    Equity Income.................................          68          205          344          703
    Mid-Cap Growth................................          68          205          344          703
    New America Growth............................          68          205          344          703
    Personal Strategy Balanced....................          68          206          347          708
T. Rowe Price International Series, Inc.
    International Stock...........................          70          211          354          722
Dreyfus Variable Investment Fund
    Capital Appreciation Portfolio................          70          212          356          725
    Disciplined Stock Portfolio...................          69          210          353          719
    Growth and Income Portfolio...................          67          203          342          698
    International Equity Portfolio................          70          211          355          723
    Small Cap Portfolio...........................          67          203          341          696
</TABLE>
    
 
The examples provided above assume that no transfer charges or premium taxes
have been assessed. The examples also assume that the annual administrative
charge is $45 and that the accumulated value per contract is $10,000, which
translates the administrative charge into an assumed .45% charge for the
purposes of the examples based on a $1,000 investment.
 
THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. THE ASSUMED 5% ANNUAL RATE OF RETURN IS HYPOTHETICAL AND SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE ANNUAL RETURNS, WHICH MAY BE
GREATER OR LESS THAN THIS ASSUMED RATE.
 
                                       6
<PAGE>
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                SUMMARY
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THE CONTRACT           ISSUANCE OF A CONTRACT. Contracts may be sold in
                       connection with retirement plans which may or may not
                       qualify for special federal tax treatment under the Code.
                       There is no maximum age for owners on the Contract date.
                       (See "Issuance of a Contract.")
 
                       FREE-LOOK PERIOD. The owner has the right to return the
                       Contract within 20 days after he or she receives it. The
                       returned Contract will become void. The Company will
                       return to the owner an amount equal to the greater of the
                       premiums paid or the accumulated value on the date the
                       returned Contract is received at the Home Office plus
                       administrative charges and charges deducted from the
                       Account. (See "Free-Look Period.")
 
                       PREMIUMS. The minimum amount which the Company will
                       accept as an initial premium is $1,000 for Qualified
                       Contracts and $5,000 for non-Qualified Contracts.
                       Subsequent premiums of not less than $50 may be paid
                       under the Contract. (See "Premiums.")
 
                       ALLOCATION OF PREMIUMS. Premiums under a Contract will be
                       allocated, as designated by the owner, to one or more
                       Subaccounts, the Declared Interest Option, or both. The
                       initial premium will be allocated to the Money Market
                       Subaccount for a 10-day period following the Contract
                       date. At the end of that period, the amount in the Money
                       Market Subaccount will be allocated among the Subaccounts
                       and the Declared Interest Option in accordance with the
                       owner's percentage allocation in the application. The
                       assets of each Subaccount will be invested solely in a
                       corresponding Investment Option. The accumulated value,
                       except for amounts in the Declared Interest Option, will
                       vary according to the investment performance of the
                       Investment Option in which the selected Subaccounts are
                       invested. Interest will be credited to amounts in the
                       Declared Interest Option at a guaranteed minimum rate of
                       3% per year, or a higher current interest rate declared
                       by the Company. (See "Allocation of Premiums.")
 
                       TRANSFERS. On or before the retirement date, the owner
                       may transfer all or part of the amount in a Subaccount or
                       the Declared Interest Option to another Subaccount or the
                       Declared Interest Option subject to certain restrictions.
 
                       The total amount transferred each time must be at least
                       $100 or the entire amount in the Subaccount, if less.
                       Transfers out of the Declared Interest Option must be for
                       no more than 25% of the accumulated value in that option.
                       No fee is currently charged for the first twelve
                       transfers during a Contract year, but the Company may
                       assess a transfer processing fee of $25 for each
                       subsequent transfer during a Contract year. (See
                       "Transfer Privilege.")
 
                       PARTIAL WITHDRAWAL. Upon written notice at any time
                       before the retirement date, the owner may withdraw part
                       of the accumulated value subject to certain limitations.
                       (See "Partial Withdrawals.")
 
                       SURRENDER. Upon written notice received on or before the
                       retirement date, the owner may surrender the Contract and
                       receive its net accumulated value. (See "Surrender.")
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CHARGES AND DEDUCTIONS The following charges and deductions are assessed under
                       the Contract:
 
                       SURRENDER CHARGE (CONTINGENT DEFERRED SALES CHARGE). No
                       charge for sales expense is deducted from premiums at the
                       time premiums are paid. However, if a Contract has not
                       been in force for nine full Contract years, upon
                       surrender, partial withdrawal or the application of the
                       accumulated value to certain payment options under
                       certain circumstances, a surrender charge is deducted
                       from the amount surrendered, withdrawn or from the
                       remaining accumulated value.
 
                       For the first Contract year, the charge is 8.5% of the
                       amount surrendered. Thereafter, the surrender charge
                       decreases each subsequent Contract Year. In no event will
                       the total surrender charge on any Contract exceed 8.5% of
                       the total premiums paid under the Contract. (See "Charge
                       for Partial Withdrawal or Surrender.")
 
                                       7
<PAGE>
                       Subject to certain restrictions, for partial withdrawals
                       in each Contract year after the first Contract year, up
                       to 10% of the accumulated value on the most recent
                       Contract Anniversary may be withdrawn without a current
                       surrender charge. If the Contract is subsequently
                       surrendered during the Contract Year, a surrender charge
                       will be applied to partial withdrawals taken. (See
                       "Amounts Not Subject to Surrender Charge.") The surrender
                       charge may be waived as provided in the Contracts. (See
                       "Waiver of Surrender Charge.")
 
                       ANNUAL ADMINISTRATIVE CHARGE. On the Contract date and on
                       each Contract anniversary prior to the retirement date,
                       the Company deducts an annual administrative charge of
                       $45 from the accumulated value. (See "Annual
                       Administrative Charge.")
 
                       MORTALITY AND EXPENSE RISK CHARGE. The Company deducts a
                       daily mortality and expense risk charge to compensate it
                       for assuming certain mortality and expense risks. The
                       charge is deducted from the assets of the Account at an
                       annual rate of 1.40% (approximately 1.01% for mortality
                       risk and 0.39% for expense risks). (See "Mortality and
                       Expense Risk Charge.")
 
                       INVESTMENT OPTION EXPENSES. Because the Account purchases
                       shares of the various Investment Options, the net assets
                       of the Account will reflect the investment advisory fee
                       and other operating expenses incurred by the Investment
                       Options. A table of each Investment Option's advisory fee
                       and other expenses can be found in the Expense Tables at
                       the front of this prospectus. For a description of each
                       Investment Option's advisory fee and other expenses, see
                       the prospectuses for the Investment Options of the Funds.
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ANNUITY PROVISIONS     On the retirement date, the accumulated value (less any
                       applicable surrender charge) will be applied under a
                       payment option, unless the owner chooses to receive the
                       net accumulated value in a lump sum. Payments under these
                       options do not depend upon the Account's performance.
                       (See "Payment Options.")
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FEDERAL TAX MATTERS    Generally, a distribution (including a surrender, partial
                       withdrawal or death benefit payment) may result in
                       taxable income. In certain circumstances, a 10% penalty
                       tax may apply. For further discussion of the federal
                       income status of variable annuity contracts, see "Federal
                       Tax Matters."
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                THE COMPANY, ACCOUNT AND INVESTMENT OPTIONS
- --------------------------------------------------------------------------------
EQUITRUST LIFE INSURANCE COMPANY
                       The Company is a stock life insurance company
                       incorporated in the State of Iowa on June 3, 1996. The
                       Company is principally engaged in the offering of life
                       insurance policies and annuity contracts and is admitted
                       to do business in 38 states--Alabama, Alaska, Arizona,
                       Arkansas, California, Colorado, Delaware, Florida,
                       Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas,
                       Louisiana, Michigan, Minnesota, Mississippi, Missouri,
                       Montana, Nebraska, Nevada, New Mexico, North Carolina,
                       North Dakota, Ohio, Oklahoma, Oregon, South Carolina,
                       South Dakota, Tennessee, Texas, Utah, Virginia,
                       Washington, Wisconsin and Wyoming. The principal offices
                       of the Company are at 5400 University Avenue, West Des
                       Moines, Iowa 50266
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EQUITRUST LIFE ANNUITY ACCOUNT
                       The Account was established by the Company as a separate
                       account on January 6, 1998. The Account will receive and
                       invest premiums paid under the Contracts. In addition,
                       the Account may receive and invest premiums for any other
                       variable annuity contracts issued in the future by the
                       Company.
 
                       Although the assets in the Account are the property of
                       the Company, the assets in the Account attributable to
                       the Contracts are not chargeable with liabilities arising
                       out of any other business which the Company may conduct.
                       The assets of the Account are available to cover the
                       general liabilities of the Company only to the extent
                       that the Account's assets exceed its liabilities arising
                       under the Contracts and any other contracts supported by
                       the Account. The Company has the right to transfer to the
                       general account any assets of the Account which are in
                       excess of such reserves and other contract liabilities.
                       All obligations arising under the Contracts are general
                       corporate obligations of the Company.
 
                                       8
<PAGE>
                       The Account currently is divided into fifteen Subaccounts
                       but may, in the future, include additional subaccounts.
                       Each Subaccount invests exclusively in shares of a single
                       corresponding Investment Option. Income and realized and
                       unrealized gains or losses from the assets of each
                       Subaccount are credited to or charged against that
                       Subaccount without regard to income, gains or losses from
                       any other Subaccount.
 
                       The Account has been registered as a unit investment
                       trust under the Investment Company Act of 1940 (the "1940
                       Act") and meets the definition of a separate account
                       under the federal securities laws. Registration with the
                       Securities and Exchange Commission does not involve
                       supervision of the management or investment practices or
                       policies of the Account or the Company by the SEC. The
                       Account is also subject to the laws of the State of Iowa
                       which regulate the operations of insurance companies
                       domiciled in Iowa.
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INVESTMENT OPTIONS     The Account invests in shares of the Investment Options.
                       The Investment Options currently include the Value Growth
                       Portfolio, High Grade Bond Portfolio, High Yield Bond
                       Portfolio, Money Market Portfolio and Blue Chip Portfolio
                       of EquiTrust Variable Insurance Series Fund; the Equity
                       Income Portfolio, Mid-Cap Growth Portfolio, New America
                       Portfolio and Personal Strategy Balanced Portfolio of T.
                       Rowe Price Equity Series, Inc. and International Stock
                       Portfolio of T. Rowe Price International Series, Inc.;
                       and the Dreyfus Variable Investment Fund: Capital
                       Appreciation Portfolio, Dreyfus Variable Investment Fund:
                       Disciplined Stock Portfolio, Dreyfus Variable Investment
                       Fund: Growth and Income Portfolio, Dreyfus Variable
                       Investment Fund: International Equity Portfolio and
                       Dreyfus Variable Investment Fund: Small Cap Portfolio.
                       The Account may, in the future, provide for additional
                       investment options. Each Investment Option has its own
                       investment objectives and the income and losses for each
                       Investment Option will be determined separately.
    
 
   
                       Each of these Investment Options was formed as an
                       investment vehicle for insurance company separate
                       accounts. The investment objectives and policies of
                       certain Investment Options are similar to the investment
                       objectives and policies of other portfolios that may be
                       managed by the same investment adviser, sub-investment
                       adviser or manager. The investment results of the
                       Investment Options, however, may be higher or lower than
                       the results of such other portfolios. There can be no
                       assurance, and no representation is made, that the
                       investment results of any of the Investment Options will
                       be comparable to the investment results of any other
                       portfolio, even if the other portfolio has the same
                       investment adviser, sub-investment adviser or manager.
    
 
                       The investment objectives and policies of each Investment
                       Option are summarized below. There is no assurance that
                       any Investment Option will achieve its stated objectives.
                       More detailed information, including a description of
                       risks and expenses, may be found in the prospectus for
                       each Investment Option, which must accompany or precede
                       this Prospectus and which should be read carefully and
                       retained for future reference.
 
                       EQUITRUST VARIABLE INSURANCE SERIES FUND
 
                       EquiTrust Investment Management Services, Inc. is the
                       investment adviser to the Fund. The Fund is comprised of
                       six portfolios, the following five of which are available
                       under the Contract:
 
                           VALUE GROWTH PORTFOLIO. This Portfolio seeks
                           long-term capital appreciation. The Portfolio pursues
                           this objective by investing primarily in equity
                           securities of companies that the investment adviser
                           believes have a potential to earn a high return on
                           capital and/or in equity securities that the
                           investment adviser believes are undervalued by the
                           market place. Such equity securities may include
                           common stock, preferred stock and securities
                           convertible or exchangeable into common stock.
 
                           HIGH GRADE BOND PORTFOLIO. This Portfolio seeks as
                           high a level of current income as is consistent with
                           an investment in a high grade portfolio of debt
 
                                       9
<PAGE>
                           securities. The Portfolio will pursue this objective
                           by investing primarily in debt securities rated AAA,
                           AA or A by Standard & Poor's or Aaa, Aa or A by
                           Moody's Investors Service, Inc. and in securities
                           issued or guaranteed by the United States government
                           or its agencies or instrumentalities.
 
                           HIGH YIELD BOND PORTFOLIO. This Portfolio seeks as a
                           primary objective, as high a level of current income
                           as is consistent with investment in a portfolio of
                           fixed-income securities rated in the lower categories
                           of established rating services. As a secondary
                           objective, the Portfolio seeks capital appreciation
                           when consistent with its primary objective. The
                           Portfolio pursues these objectives by investing
                           primarily in fixed-income securities rated Baa or
                           lower by Moody's Investors Service, Inc. and/or BBB
                           or lower by Standards & Poor's, or in unrated
                           securities of comparable quality. AN INVESTMENT IN
                           THIS PORTFOLIO MAY ENTAIL GREATER THAN ORDINARY
                           FINANCIAL RISK. (See the Fund Prospectus "Principal
                           Risk Factors--Special Considerations--High Yield
                           Bonds.")
 
   
                           MONEY MARKET PORTFOLIO. This Portfolio seeks maximum
                           current income consistent with liquidity and
                           stability of principal. The Portfolio will pursue
                           this objective by investing in high quality
                           short-term money market instruments. AN INVESTMENT IN
                           THE MONEY MARKET PORTFOLIO IS NEITHER INSURED NOR
                           GUARANTEED BY THE U.S. GOVERNMENT. THERE CAN BE NO
                           ASSURANCE THAT THE MONEY MARKET PORTFOLIO WILL BE
                           ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00
                           PER SHARE.
    
 
                           BLUE CHIP PORTFOLIO. This Portfolio seeks growth of
                           capital and income. The Portfolio pursues this
                           objective by investing primarily in common stocks of
                           well-capitalized, established companies. Because this
                           Portfolio may be invested heavily in particular
                           stocks or industries, an investment in this Portfolio
                           may entail relatively greater risk of loss.
 
                       T. ROWE PRICE EQUITY SERIES, INC.
 
                       T. Rowe Price Associates, Inc. is the investment adviser
                       to the Fund.
 
                           EQUITY INCOME PORTFOLIO. This Portfolio seeks to
                           provide substantial dividend income and long-term
                           capital appreciation by investing primarily in
                           established companies considered by the adviser to
                           have favorable prospects for both increasing
                           dividends and capital appreciation.
 
                           MID-CAP GROWTH PORTFOLIO. This Portfolio seeks
                           long-term capital appreciation by investing primarily
                           in common stocks of medium-sized (mid-cap) growth
                           companies which offer the potential for above-average
                           earnings growth.
 
                           NEW AMERICA GROWTH PORTFOLIO. This Portfolio seeks
                           long-term capital growth by investing primarily in
                           common stocks of U.S. growth companies operating in
                           service industries.
 
                           PERSONAL STRATEGY BALANCED PORTFOLIO. This Portfolio
                           seeks the highest total return over time consistent
                           with an emphasis on both capital appreciation and
                           income.
 
                       T. ROWE PRICE INTERNATIONAL SERIES, INC.
 
                       Rowe Price-Fleming International, Inc. is the investment
                       adviser to the Fund.
 
   
                           INTERNATIONAL STOCK PORTFOLIO. This Portfolio seeks
                           to provide capital appreciation through investments
                           primarily in established companies based outside the
                           United States.
    
 
                       DREYFUS VARIABLE INVESTMENT FUND
 
   
                       The Dreyfus Corporation serves as the investment adviser
                       to the Fund. Fayez Sarofim and Co. serves as the
                       sub-investment adviser to the Dreyfus Variable Investment
                       Fund: Capital Appreciation Portfolio. The following Fund
                       portfolios are available under the Contract.
    
 
                                       10
<PAGE>
   
                           DREYFUS VARIABLE INVESTMENT FUND: CAPITAL
                           APPRECIATION PORTFOLIO. This Portfolio primarily
                           seeks long-term capital growth, consistent with the
                           preservation of capital; current income is a
                           secondary investment objective. This Portfolio
                           invests primarily in the common stocks of domestic
                           and foreign issuers.
    
 
   
                           DREYFUS VARIABLE INVESTMENT FUND: DISCIPLINED STOCK
                           PORTFOLIO. This Portfolio seeks to provide investment
                           results that are greater than the total return
                           performance of publicly-traded common stocks in the
                           aggregate, as represented by the Standard & Poor's
                           500 Composite Stock Price Index. The Portfolio will
                           use quantitative statistical modeling techniques to
                           construct a portfolio in an attempt to achieve its
                           investment objective, without assuming undue risk
                           relative to the broad stock market.
    
 
   
                           DREYFUS VARIABLE INVESTMENT FUND: GROWTH AND INCOME
                           PORTFOLIO. This Portfolio seeks to provide long-term
                           capital growth, current income and growth of income,
                           consistent with reasonable investment risk by
                           investing primarily in equity securities, debt
                           securities and money market instruments of domestic
                           and foreign issuers.
    
 
   
                           DREYFUS VARIABLE INVESTMENT FUND: INTERNATIONAL
                           EQUITY PORTFOLIO. This Portfolio seeks to maximize
                           capital growth through investments in equity
                           securities of foreign issuers located throughout the
                           world.
    
 
   
                           DREYFUS VARIABLE INVESTMENT FUND: SMALL CAP
                           PORTFOLIO. This Portfolio seeks maximum capital
                           appreciation by investing primarily in common stocks
                           of domestic and foreign issuers. The Portfolio will
                           be particularly alert to companies considered by the
                           adviser to be emerging smaller-sized companies which
                           are believed to be characterized by new or innovative
                           products, services or processes which should enhance
                           prospects for growth in future earnings.
    
 
                       The Funds currently sell shares: (a) to the Account as
                       well as to separate accounts of insurance companies that
                       may or may not be affiliated with the Company or each
                       other; and (b) to separate accounts to serve as the
                       underlying investment for both variable insurance
                       policies and variable annuity contracts. The Company
                       currently does not foresee any disadvantages to owners
                       arising from the sale of shares to support variable
                       annuity contracts and variable life insurance policies,
                       or from shares being sold to separate accounts of
                       insurance companies that may or may not be affiliated
                       with the Company. However, the Company will monitor
                       events in order to identify any material irreconcilable
                       conflicts that might possibly arise. In the event of such
                       a conflict, it would determine what action, if any,
                       should be taken in response to the conflict. In addition,
                       if the Company believes that a Fund's response to any
                       such conflicts insufficiently protects owners, it will
                       take appropriate action on its own, including withdrawing
                       the Account's investment in that Fund. (See the Fund
                       prospectuses for more detail.)
 
                       The Company may receive compensation from an affiliate(s)
                       of one or more of the Funds based upon an annual
                       percentage of the average assets held in the Investment
                       Options by the Company. These amounts are intended to
                       compensate the Company for administrative and other
                       services provided by the Company to the Funds and/or
                       affiliate(s).
 
                       Each Fund is registered with the SEC as an open-end,
                       diversified management investment company. Such
                       registration does not involve supervision of the
                       management or investment practices or policies of the
                       Fund by the SEC.
- --------------------------------------------------------------------------------
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS
                       The Company reserves the right, subject to applicable
                       law, to make additions to, deletions from or
                       substitutions for the shares that are held in the Account
                       or that the Account may purchase. If the shares of an
                       Investment Option are no longer available for investment
                       or if, in the Company's judgment, further investment in
                       any Investment Option should become inappropriate in view
                       of the purposes of the Account, the Company may redeem
                       the shares, if any, of that Investment Option and
                       substitute shares of another Investment Option. The
                       Company will not substitute any shares attributable to a
                       Contract's interest in a Subaccount without notice and
                       prior approval of the SEC and state insurance
                       authorities, to the extent required by the 1940 Act or
                       other applicable law.
 
                       The Company also reserves the right to establish
                       additional subaccounts of the Account, each of which
                       would invest in shares corresponding to an Investment
 
                                       11
<PAGE>
                       Option or in shares of another investment company having
                       a specified investment objective. The Company may, in its
                       sole discretion, establish new subaccounts or eliminate
                       or combine one or more Subaccounts if marketing needs,
                       tax considerations or investment conditions warrant. Any
                       new subaccounts may be made available to existing
                       Contract owners on a basis to be determined by the
                       Company. Subject to obtaining any approvals or consents
                       required by applicable law, the assets of one or more
                       Subaccounts may be transferred to any other Subaccount
                       if, in the sole discretion of the Company, marketing, tax
                       or investment conditions warrant.
 
                       In the event of any such substitution or change, the
                       Company may, by appropriate endorsement, change the
                       Contract to reflect the substitution or change. If the
                       Company deems it to be in the best interest of Contract
                       owners and annuitants, and subject to any approvals that
                       may be required under applicable law, the Account may be
                       operated as a management investment company under the
                       1940 Act, it may be deregistered under that Act if
                       registration is no longer required, it may be combined
                       with other Company separate accounts or its assets may be
                       transferred to another separate account of the Company.
                       In addition, the Company may, when permitted by law,
                       restrict or eliminate any voting rights of owners or the
                       persons who have such rights under the Contracts.
- --------------------------------------------------------------------------------
                DESCRIPTION OF ANNUITY CONTRACT
- --------------------------------------------------------------------------------
ISSUANCE OF A CONTRACT In order to purchase a Contract, application must be made
                       to the Company through a licensed representative of the
                       Company, who is also a registered representative of
                       EquiTrust Marketing Services, Inc. ("EquiTrust
                       Marketing") (formerly FBL Marketing Services, Inc.), a
                       broker-dealer having a selling agreement with EquiTrust
                       Marketing or a broker-dealer having a selling agreement
                       with such broker/dealer. The Contract Date will be the
                       date the properly completed application is received by
                       the Company at its Home Office. If this date is the 29th,
                       30th or 31st of any month, the Contract Date will be the
                       28th of such month. Contracts may be sold to or in
                       connection with retirement plans that do not qualify for
                       special tax treatment as well as retirement plans that
                       qualify for special tax treatment under the Code. There
                       is no maximum age for owners on the Contract date.
- --------------------------------------------------------------------------------
PREMIUMS               The minimum initial premium which the Company will accept
                       is $1,000 for Qualified Contracts and $5,000 for
                       non-Qualified Contracts. Subsequent premium payments may
                       be paid at any time during the annuitant's lifetime and
                       before the retirement date and must be for at least $50.
 
   
                       At the time of application, a premium reminder notice
                       schedule may be selected based on an annual, semi-annual
                       or quarterly payment. The owner will receive a premium
                       reminder notice at the specified interval. The owner may
                       change the amount and schedule of the premium reminder
                       notice. Also, under the Automatic Payment Plan, the owner
                       can select a monthly payment schedule pursuant to which
                       premium payments will be automatically deducted from a
                       bank account or other source rather than being "billed."
                       The Contract will not necessarily lapse even if premiums
                       are not paid.
    
- --------------------------------------------------------------------------------
FREE-LOOK PERIOD       The Contract provides for an initial "free-look" period.
                       The owner has the right to return the Contract within 20
                       days of receiving it. When the Company receives the
                       returned Contract at its Home Office, it will cancel the
                       Contract and refund to the owner an amount equal to the
                       greater of the premiums paid under the Contract or the
                       sum of the accumulated value as of the date the returned
                       Contract is received by the Company at its Home Office
                       plus the amount of the annual administration charge and
                       any charges deducted from the Account.
- --------------------------------------------------------------------------------
ALLOCATION OF PREMIUMS If the application for a Contract is properly completed
                       and is accompanied by all the information necessary to
                       process it, including payment of the initial premium, the
                       initial premium will be allocated to the Money Market
                       Subaccount within two business days of receipt of such
                       premium by the Company at its Home Office. If the
                       application is not properly completed, the Company
                       reserves the right to retain the premium for up to five
                       business days while it attempts to complete the
                       application. If the application is not complete at the
                       end of the 5-day period, the Company will
 
                                       12
<PAGE>
                       inform the applicant of the reason for the delay and the
                       initial premium will be returned immediately, unless the
                       applicant specifically consents to the Company retaining
                       the premium until the application is complete.
 
                       At the time of application, the owner selects how the
                       initial premium is to be allocated among the Subaccounts
                       and the Declared Interest Option. Any allocation must be
                       for at least 10% of a premium payment and be in whole
                       percentages.
 
                       The initial premium will be allocated to the Money Market
                       Subaccount for a 10-day period following the Contract
                       date. After the expiration of the 10-day period, the
                       amount in the Money Market Subaccount will be allocated
                       among the Subaccounts and the Declared Interest Option in
                       accordance with the owner's percentage allocation in the
                       application. Any subsequent premiums will be allocated at
                       the end of the valuation period in which the subsequent
                       premium is received by the Company in the same manner,
                       unless the allocation percentages are changed. Subsequent
                       premiums will be allocated in accordance with the
                       allocation schedule in effect at the time the premium
                       payment is received. However, owners may direct
                       individual payments to a specific Subaccount or the
                       Declared Interest Option (or any combination thereof)
                       without changing the existing allocation schedule.
 
                       The allocation schedule may be changed by the owner at
                       any time by written notice. Changing the allocation
                       schedule will not change the allocation of existing
                       accumulated values among the Subaccounts or the Declared
                       Interest Option.
 
                       The accumulated values allocated to a Subaccount will
                       vary with that Subaccount's investment experience, and
                       the owner bears the entire investment risk. Owners should
                       periodically review their premium allocation schedule in
                       light of market conditions and their overall financial
                       objectives.
- --------------------------------------------------------------------------------
VARIABLE ACCUMULATED VALUE
                       The variable accumulated value will reflect the
                       investment experience of the selected Subaccounts, any
                       premiums paid, any surrenders or partial withdrawals, any
                       transfers and any charges assessed in connection with the
                       Contract. There is no guaranteed minimum variable
                       accumulated value, and, because a Contract's variable
                       accumulated value on any future date depends upon a
                       number of variables, it cannot be predetermined.
 
                       CALCULATION OF  VARIABLE ACCUMULATED VALUE. The variable
                       accumulated value is determined at the end of each
                       valuation period. The value will be the aggregate of the
                       values attributable to the Contract in each of the
                       Subaccounts, determined for each Subaccount by
                       multiplying that Subaccount's unit value for the relevant
                       valuation period by the number of Subaccount units
                       allocated to the Contract.
 
                       DETERMINATION OF NUMBER OF UNITS. Any amounts allocated
                       to the Subaccounts will be converted into Subaccount
                       units. The number of units to be credited to a Contract
                       is determined by dividing the dollar amount being
                       allocated to a Subaccount by the unit value for that
                       Subaccount at the end of the valuation period during
                       which the amount was allocated. The number of units in
                       any Subaccount will be increased at the end of the
                       valuation period by any premiums allocated to the
                       Subaccount during the current valuation period and by any
                       amounts transferred to the Subaccount from another
                       Subaccount or the Declared Interest Option during the
                       current valuation period. The number of units in any
                       Subaccount will be decreased at the end of the valuation
                       period by any amounts transferred from that Subaccount to
                       another Subaccount or the Declared Interest Option, any
                       amounts withdrawn during the current valuation period,
                       any surrender charge assessed upon a partial withdrawal
                       or surrender and the annual administrative charge, if
                       assessed during the current valuation period.
 
                                       13
<PAGE>
                       DETERMINATION OF UNIT VALUE. The unit value for each
                       Subaccount's first valuation period is set at $10. The
                       unit value for a Subaccount is calculated for each
                       subsequent valuation period by dividing (a) by (b) where:
 
                               (a) is the net result of:
 
                                  1.  the value of the net assets in the
                              Subaccount at the end of the preceding valuation
                              period; plus
 
                                  2.  the investment income, dividends and
                              capital gains, realized or unrealized, credited to
                              the Subaccount during the current valuation
                              period; minus
 
                                  3.  the capital losses, realized or
                              unrealized, charged against the Subaccount during
                              the current valuation period; minus
 
                                  4.  any amount charged for taxes or any amount
                              set aside during the valuation period as a
                              provision for taxes attributable to the
                              Subaccount; minus
 
                                  5.  the daily amount charged for mortality and
                              expense risks for each day of the current
                              valuation period; and
 
                               (b) the number of units outstanding at the end of
                           the preceding valuation period.
- --------------------------------------------------------------------------------
TRANSFER PRIVILEGE     Before the retirement date, an owner may transfer all or
                       part of an amount in a Subaccount to another Subaccount
                       or the Declared Interest Option at any time, or transfer
                       up to 25% of an amount in the Declared Interest Option to
                       one or more Subaccounts. However, if a transfer request
                       would reduce the amount in the Declared Interest Option
                       below $1,000, the owner may transfer the entire amount
                       from the Declared Interest Option. The minimum transfer
                       amount must be the lesser of $100 or the entire amount in
                       that Subaccount or the Declared Interest Option.
 
                       The transfer will be made as of the business day on or
                       next following the day written notice requesting such
                       transfer is received at the Home Office. There is no
                       limit on the number of transfers that can be made among
                       or between Subaccounts or the Declared Interest Option.
                       (See "Transfers from Declared Interest Option.")
 
                       There is no charge for the first twelve transfers during
                       a Contract Year. The Company may charge $25 for each
                       subsequent transfer during a Contract Year. Unless paid
                       in cash, the transfer processing fee will be deducted on
                       a pro-rata basis from the Subaccounts or Declared
                       Interest Option to which the transfer is made.
 
                       Transfers may be made based upon instructions given by
                       telephone, provided the appropriate election has been
                       made at the time of application or proper authorization
                       is provided to the Company. The Company reserves the
                       right to suspend telephone transfer privileges at any
                       time, for any class of Contracts, for any reason.
- --------------------------------------------------------------------------------
PARTIAL WITHDRAWALS AND SURRENDERS
                       PARTIAL WITHDRAWALS. At any time before the retirement
                       date, an owner may make a partial withdrawal of the
                       accumulated value. The minimum amount which may be
                       withdrawn is $500; the maximum amount is that which would
                       leave the remaining accumulated value equal to or less
                       than $2,000. A partial withdrawal request that would
                       reduce the accumulated value to $2,000 or less will be
                       treated as a full surrender of the Contract. The Company
                       will withdraw the amount requested from the accumulated
                       value as of the Business Day on or next following the day
                       written notice requesting the partial withdrawal is
                       received at the Home Office. Any applicable surrender
                       charge will, at the election of the owner, be deducted
                       from the remaining accumulated value or be deducted from
                       the amount withdrawn. (See "Surrender Charge.")
 
                       The owner may specify the amount of the partial
                       withdrawal to be made from certain Subaccounts or the
                       Declared Interest Option. If the owner does not so
                       specify, or if the amount in the designated Subaccount(s)
                       or Declared Interest Option is inadequate to comply with
                       the request, the partial withdrawal will be made from
                       each
 
                                       14
<PAGE>
                       Subaccount and the Declared Interest Option based on the
                       proportion that the value in such Subaccount bears to the
                       total accumulated value on the date the request is
                       received at the Home Office.
 
                       A partial withdrawal may have adverse federal income tax
                       consequences, including a penalty tax. (See "Taxation of
                       Annuities.")
 
                       SURRENDER. At any time before the retirement date, the
                       owner may request a surrender of the contract for its net
                       accumulated value. The net accumulated value will be
                       determined as of the Business Day on or next following
                       the date written notice requesting surrender and the
                       Contract are received at the Home Office. The net
                       accumulated value will be paid in a lump sum unless the
                       owner requests payment under a payment option. A
                       surrender may have adverse federal income tax
                       consequences. (See "Taxation of Annuities.")
 
                       SURRENDER AND PARTIAL WITHDRAWAL RESTRICTIONS. The
                       owner's right to make surrenders and partial withdrawals
                       is subject to any restrictions imposed by applicable law
                       or employee benefit plan.
 
                       RESTRICTIONS ON DISTRIBUTIONS FROM CERTAIN TYPES OF
                       CONTRACTS. There are certain restrictions on surrenders
                       and partial withdrawals of Contracts used as funding
                       vehicles for Code Section 403(b) retirement plans.
                       Section 403(b)(11) of the Code restricts the distribution
                       under Section 403(b) annuity contracts of: (i) elective
                       contributions made in years beginning after December 31,
                       1988; (ii) earnings on those contributions; and (iii)
                       earnings in such years on amounts held as of the last
                       year beginning before January 1, 1989. Distributions of
                       those amounts may only occur upon the death of the
                       employee, attainment of age 59 1/2, separation from
                       service, disability or financial hardship. In addition,
                       income attributable to elective contributions may not be
                       distributed in the case of hardship.
- --------------------------------------------------------------------------------
SPECIAL TRANSFER AND WITHDRAWAL OPTIONS
                       DOLLAR COST AVERAGING. Dollar Cost Averaging is a special
                       type of automatic transfer. Under this option, an owner
                       may periodically transfer a specified amount in a
                       Subaccount or the Declared Interest Option into up to ten
                       Subaccounts or the Declared Interest Option. The use of
                       Dollar Cost Averaging is subject to all the same
                       provisions and limitations as regular transfers described
                       above and are considered in the twelve free transfers
                       during a Contract Year.
 
                       SYSTEMATIC WITHDRAWALS. The Systematic Withdrawal option
                       allows for automatic partial withdrawals. Under this
                       option, specified amounts may be periodically withdrawn
                       from the Contract's accumulated value. The owner may
                       specify the allocation of the withdrawals among the
                       Subaccounts and Declared Interest Option. The use of the
                       Systematic Withdrawal Option is subject to all the same
                       provisions and limitations as regular partial withdrawals
                       described above.
 
                       The Company prohibits the use of these two options at the
                       same time.
- --------------------------------------------------------------------------------
DEATH BENEFIT BEFORE THE RETIREMENT DATE
                       DEATH OF OWNER. If an owner dies prior to the retirement
                       date, any surviving owner becomes the sole owner. If
                       there is no surviving owner, the annuitant becomes the
                       new owner unless the deceased owner was also the
                       annuitant. If the sole deceased owner was also the
                       annuitant, then the provisions relating to the death of
                       an annuitant (described below) will govern unless the
                       deceased owner was one of two joint annuitants. (In the
                       latter event, the surviving annuitant becomes the owner.)
 
                       The following options are available to the sole surviving
                       owners or new owners:
 
                               1.  If the owner is the spouse of the deceased
                           owner, he or she may continue the Contract as the new
                           owner.
 
                               2.  If the owner is not the spouse of the
                           deceased owner:
 
                                  (a) he or she may elect to receive the net
                              accumulated value in a single sum within 5 years
                              of the deceased owner's death; or
 
                                  (b) he or she may elect to receive the net
                              accumulated value paid out under one of the
                              annuity payment options, with payments beginning
                              within
 
                                       15
<PAGE>
                              one year after the date of the owner's death and
                              with payments being made over the lifetime of the
                              owner, or over a period that does not exceed the
                              life expectancy of the owner.
 
                       Under either of these options, sole surviving owners or
                       new owners may exercise all ownership rights and
                       privileges from the date of the deceased owner's death
                       until the date that the net accumulated value is paid.
 
                       DEATH OF AN ANNUITANT. If the annuitant dies before the
                       retirement date, the Company will pay the death benefit
                       under the Contract to the beneficiary. If there is no
                       surviving beneficiary, the Company will pay the death
                       benefit to the owner or the owner's estate. If the
                       annuitant's age on the Contract Date was less than 76,
                       the death benefit is equal to the greater of the sum of
                       the premiums paid less the sum of all partial withdrawal
                       reductions (including applicable surrender charges), the
                       accumulated value on the date the Company receives due
                       proof of the annuitant's death, or the accumulated value
                       on the most recent Contract Anniversary (plus subsequent
                       premiums paid and less subsequent partial withdrawals).
                       If the annuitant's age on the Contract Date was 76 or
                       older, the death benefit is equal to the greater of the
                       sum of the premiums paid less the sum of all partial
                       withdrawal reductions (including applicable surrender
                       charges), as of the date the Company receives due proof
                       of death, or the accumulated value as of the date the
                       Company receives due proof of death.
 
                       A partial withdrawal reduction is defined as (a) the
                       death benefit immediately prior to withdrawal times (b)
                       the amount of the partial withdrawal (including
                       applicable surrender charge) divided by (c) the
                       accumulated value immediately prior to withdrawal.
 
                       There is no death benefit payable if the annuitant dies
                       after the retirement date. The death benefit will be paid
                       to the beneficiary in a lump sum unless the owner or
                       beneficiary elects a payment option.
 
                       If the annuitant who is also the the owner dies, the
                       provisions described immediately above apply except that
                       the beneficiary may only apply the death benefit payment
                       to an annuity payment option if:
 
                               1.  payments under the option begin within 1 year
                           of the annuitant's death; and
 
                               2.  payments under the option are payable over
                           the beneficiary's life or over a period not greater
                           than the beneficiary's life expectancy.
 
                       If the owner's spouse is the designated beneficiary, the
                       Contract may be continued with such surviving spouse as
                       the new owner.
- --------------------------------------------------------------------------------
DEATH BENEFIT AFTER THE RETIREMENT DATE
                       If an owner dies on or after the retirement date, any
                       surviving owner becomes the sole owner. If there is no
                       surviving owner, the payee receiving annuity payments
                       becomes the new owner. Such owners will have the rights
                       of owners during the annuity period, including the right
                       to name successor payees if the deceased owner had not
                       previously done so.
 
                       If the annuitant dies before 120 payments have been
                       received, any remaining payments will be paid to the
                       beneficiary. There is no death benefit payable if the
                       annuitant dies after the retirement date.
 
                       Other rules may apply to a Qualified Contract.
- --------------------------------------------------------------------------------
PROCEEDS ON THE RETIREMENT DATE
                       The retirement date is selected by the owner. For
                       Non-Qualified Contracts, the retirement date may not be
                       after the later of the annuitant's age 70 or 10 years
                       after the Contract date. For Qualified Contracts, the
                       retirement date must be no later than the annuitant's age
                       70 1/2 or such other date as meets the requirements of
                       the Code.
 
                       On the retirement date, the proceeds will be applied
                       under the life income annuity payment option with ten
                       years guaranteed, unless the owner chooses to have the
                       proceeds paid under another payment option or in a lump
                       sum. (See "Payment
 
                                       16
<PAGE>
                       Options.") If a payment option is elected, the amount
                       that will be applied is the accumulated value less any
                       applicable surrender charge. If a lump sum payment is
                       chosen, the amount paid will be the net accumulated value
                       on the retirement date.
 
                       The retirement date may be changed subject to these
                       limitations: the owner's written notice must be received
                       at the Home Office at least 30 days before the current
                       retirement date; the requested retirement date must be a
                       date that is at least 30 days after receipt of the
                       written notice; and the requested retirement date must be
                       no later than the annuitant's 70th birthday or any
                       earlier date required by law.
- --------------------------------------------------------------------------------
PAYMENTS               Any surrender, partial withdrawal or death benefit will
                       usually be paid within seven days of receipt of a written
                       request, any information or documentation reasonably
                       necessary to process the request and, in the case of a
                       death benefit, receipt and filing of due proof of death.
                       However, payments may be postponed if:
 
                               1.  the New York Stock Exchange is closed, other
                           than customary weekend and holiday closings, or
                           trading on the exchange is restricted as determined
                           by the SEC; or
 
                               2.  the SEC permits by an order the postponement
                           for the protection of owners; or
 
                               3.  the SEC determines that an emergency exists
                           that would make the disposal of securities held in
                           the Account or the determination of the value of the
                           Account's net assets not reasonably practicable.
 
                       If a recent check or draft has been submitted, the
                       Company has the right to delay payment until it has
                       assured itself that the check or draft has been honored.
 
                       The Company has the right to defer payment of any
                       surrender, partial withdrawal or transfer from the
                       Declared Interest Option for up to six months from the
                       date of receipt of written notice for such a surrender,
                       withdrawal or transfer. If payment is not made within 30
                       days after receipt of documentation necessary to complete
                       the transaction, or such shorter period as required by a
                       particular jurisdiction, interest will be added to the
                       amount paid from the date of receipt of documentation at
                       3% or such higher rate required for a particular state.
- --------------------------------------------------------------------------------
MODIFICATION           Upon notice to the owner, the Company may modify the
                       Contract if:
 
                               1.  necessary to make the Contract or the Account
                           comply with any law or regulation issued by a
                           governmental agency to which the Company is subject;
                           or
 
                               2.  necessary to assure continued qualification
                           of the Contract under the Code or other federal or
                           state laws relating to retirement annuities or
                           variable annuity contracts; or
 
                               3.  necessary to reflect a change in the
                           operation of the Account; or
 
                               4.  the modification provides additional Account
                           and/or fixed accumulation options.
 
                       In the event of most such modifications, the Company will
                       make appropriate endorsement to the Contract.
- --------------------------------------------------------------------------------
REPORTS TO OWNERS      At least annually, the Company will mail to each owner,
                       at such owner's last known address of record, a report
                       containing the accumulated value (including the
                       accumulated value in each Subaccount and the Declared
                       Interest Option) of the Contract, premiums paid and
                       charges deducted since the last report, partial
                       withdrawals made since the last report and any further
                       information required by any applicable law or regulation.
- --------------------------------------------------------------------------------
INQUIRIES              Inquiries regarding a Contract may be made by writing to
                       the Company at its Home Office.
 
                                       17
<PAGE>
- --------------------------------------------------------------------------------
                THE DECLARED INTEREST OPTION
- --------------------------------------------------------------------------------
                       An owner may allocate some or all of the premiums and
                       transfer some or all of the accumulated value to the
                       Declared Interest Option, which is part of the General
                       Account and pays interest at declared rates guaranteed
                       for each Contract year (subject to a minimum guaranteed
                       interest rate of 3%). The principal, after deductions, is
                       also guaranteed. The Company's General Account supports
                       its insurance and annuity obligations.
 
                       The Declared Interest Option has not been, and is not
                       required to be, registered with the SEC under the
                       Securities Act of 1933 ("the 1933 Act"), and neither the
                       Declared Interest Option nor the Company's General
                       Account has been registered as an investment company
                       under the 1940 Act. Therefore, neither the Company's
                       General Account, the Declared Interest Option, nor any
                       interests therein are generally subject to regulation
                       under the 1933 Act or the 1940 Act. The disclosures
                       relating to these accounts which are included in this
                       Prospectus are for the owner's information and have not
                       been reviewed by the SEC. However, such disclosures may
                       be subject to certain generally applicable provisions of
                       Federal securities laws relating to the accuracy and
                       completeness of statements made in prospectuses.
 
                       The portion of the accumulated value allocated to the
                       Declared Interest Option (the "Declared Interest Option
                       accumulated value") will be credited with rates of
                       interest, as described below. Since the Declared Interest
                       Option is part of the General Account, the Company
                       assumes the risk of investment gain or loss on this
                       amount. All assets in the General Account are subject to
                       the Company's general liabilities from business
                       operations.
- --------------------------------------------------------------------------------
MINIMUM GUARANTEED AND CURRENT INTEREST RATES
                       The Declared Interest Option cash value is guaranteed to
                       accumulate at a minimum effective annual interest rate of
                       3%. The Company intends to credit the Declared Interest
                       Option accumulated value with current rates in excess of
                       the minimum guarantee but is not obligated to do so.
                       These current interest rates are influenced by, but do
                       not necessarily correspond to, prevailing general market
                       interest rates. Any interest credited on the amounts in
                       the Declared Interest Option in excess of the minimum
                       guaranteed rate of 3% per year will be determined in the
                       sole discretion of the Company. The owner, therefore,
                       assumes the risk that interest credited may not exceed
                       the guaranteed rate.
 
                       From time to time, the Company establishes new current
                       interest rates for the Declared Interest Option under the
                       Contracts. The rate applicable for a particular Contract
                       is the rate in effect on the most recent Contract
                       anniversary. This rate remains unchanged for that
                       Contract until the next Contract anniversary (i.e., for
                       the entire Contract year). During each Contract year, the
                       entire Declared Interest Option accumulated value
                       (including amounts allocated or transferred to the
                       Declared Interest Option during that year) is credited
                       with the interest rate in effect for that Contract year.
                       Once credited, interest becomes part of the Declared
                       Interest Option accumulated value.
 
                       The Company reserves the right to change the method of
                       crediting interest from time to time, provided that such
                       changes do not have the effect of reducing the guaranteed
                       rate of interest below 3% per annum or shorten the period
                       for which the current interest rate applies to less than
                       a Contract year (except for the year in which such amount
                       is received or transferred).
 
                       CALCULATION OF DECLARED INTEREST OPTION ACCUMULATED
                       VALUE. The Declared Interest Option accumulated value at
                       any time is equal to amounts allocated and transferred to
                       it, plus interest credited less amounts deducted,
                       transferred or withdrawn.
 
                                       18
<PAGE>
- --------------------------------------------------------------------------------
TRANSFERS FROM DECLARED INTEREST OPTION
                       An unlimited number of transfers are allowed from the
                       Declared Interest Option to any or all of the Subaccounts
                       in each Contract year. The amount transferred from the
                       Declared Interest Option may not exceed 25% of the
                       Declared Interest Option accumulated value on the date of
                       transfer, unless the balance after the transfer would be
                       less than $1,000, in which case the entire amount may be
                       transferred.
- --------------------------------------------------------------------------------
PAYMENT DEFERRAL       The Company has the right to defer payment of any
                       surrender, partial withdrawal or transfer from the
                       Declared Interest Option up to six months from the date
                       of receipt of the written notice for surrender or
                       transfer.
- --------------------------------------------------------------------------------
                CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
SURRENDER CHARGE (CONTINGENT DEFERRED SALES CHARGE)
                       GENERAL. No charge for sales expenses is deducted from
                       premiums at the time premiums are paid. However, within
                       certain time limits described below, a surrender charge
                       (contingent deferred sales charge) is deducted from the
                       accumulated value if a partial withdrawal or surrender is
                       made before the retirement date. Also, as described
                       below, a surrender charge may be deducted from amounts
                       applied to certain payment options.
 
                       In the event surrender charges are not sufficient to
                       cover sales expenses, the loss will be borne by the
                       Company; conversely, if the amount of such charges proves
                       more than enough, the excess will be retained by the
                       Company.
 
                       CHARGE FOR PARTIAL WITHDRAWAL OR SURRENDER. During the
                       first nine Contract years, if a partial withdrawal or
                       surrender is made, the applicable surrender charge will
                       be as follows:
 
<TABLE>
<CAPTION>
                          CONTRACT YEAR IN           CHARGE AS PERCENTAGE
                          WHICH SURRENDER OCCURS     OF AMOUNT SURRENDERED
                          -------------------------  ---------------------
                          <S>                        <C>
                          1........................             8.5%
                          2........................             8
                          3........................             7.5
                          4........................             7
                          5........................             6.5
                          6........................             6
                          7........................             5
                          8........................             3
                          9........................             1
                          10 and after.............             0
</TABLE>
 
                       No surrender charge is deducted if the partial withdrawal
                       or surrender occurs after nine full Contract years.
 
                       In no event will the total surrender charges assessed
                       under a Contract exceed 8.5% of the total premiums paid
                       under that Contract.
 
                       If the Contract is being surrendered, the surrender
                       charge is deducted from the accumulated value in
                       determining the net accumulated value. For a partial
                       withdrawal, the surrender charge may, at the election of
                       the owner, be deducted from the accumulated value
                       remaining after the amount requested is withdrawn or be
                       deducted from the amount of the withdrawal requested.
 
                       AMOUNTS NOT SUBJECT TO SURRENDER CHARGE. For partial
                       withdrawals in each Contract year after the first
                       Contract year, up to 10% of the accumulated value on the
                       most recent Contract Anniversary may be withdrawn without
                       a current surrender charge. If the Contract is
                       subsequently surrendered during the Contract Year, a
                       surrender charge will be applied to partial withdrawals
                       taken during that Contract Year, as well as to the amount
                       surrendered.
 
                       Any amounts surrendered in excess of 10% of the
                       accumulated value will be assessed a surrender charge.
                       This right is not cumulative from Contract year to
                       Contract year.
 
                                       19
<PAGE>
                       SURRENDER CHARGE AT THE RETIREMENT DATE. If any payment
                       option is selected at the retirement date other than
                       options 2-5 described below (see "Payment Options"), the
                       surrender charge is assessed against the accumulated
                       value applied to that option. If payment options 3 or 5
                       are selected, no surrender charge is assessed and if
                       payment options 2 or 4 are selected, the surrender charge
                       is applied by adding the fixed number of years for which
                       payments will be made under the option to the number of
                       Contract years since the Contract date and using this sum
                       in the surrender charge table.
 
                       WAIVER OF SURRENDER CHARGE. Upon written notice from the
                       owner before the retirement date, the surrender charge
                       may be waived on any partial withdrawal or surrender if
                       the annuitant is terminally ill, as defined in the
                       Contract, stays in a qualified nursing center for 90
                       days, or is required to satisfy Internal Revenue Code
                       minimum distribution requirements.
- --------------------------------------------------------------------------------
ANNUAL ADMINISTRATIVE CHARGE
                       On the Contract date and on each Contract anniversary
                       prior to the retirement date, the Company deducts from
                       the accumulated value an annual administrative charge of
                       $45 to reimburse it for administrative expenses relating
                       to the Contract. (If the Contract date falls on
                       Thanksgiving, the Friday following Thanksgiving or the
                       weekend following Thanksgiving; or on the 27th or 28th
                       day of February, 1999, the annual administrative charge
                       will be deducted on the preceding Business Day.) The
                       charge will be deducted from each Subaccount and the
                       Declared Interest Option based on the proportion that the
                       value in each such Subaccount bears to the total
                       accumulated value. No annual administrative charge is
                       payable during the annuity payment period.
- --------------------------------------------------------------------------------
TRANSFER PROCESSING FEEThere is no charge for the first twelve transfers during
                       a Contract Year. The Company may charge $25 for each
                       subsequent transfer during a Contract year. Unless paid
                       in cash, the transfer processing fee will be deducted on
                       a pro-rata basis from the Subaccounts or Declared
                       Interest Option to which the transfer is made.
- --------------------------------------------------------------------------------
MORTALITY AND EXPENSE RISK CHARGE
                       To compensate the Company for assuming mortality and
                       expense risks, the Company deducts a daily mortality and
                       expense risk charge from the assets of the Account. The
                       charge is at an annual rate of 1.40% (daily rate of
                       0.0038091%) (approximately 1.01% for mortality risk and
                       0.39% for expense risk).
 
                       The mortality risk the Company assumes is that annuitants
                       may live for a longer period of time than estimated when
                       the guarantees in the Contract were established. Because
                       of these guarantees, each payee is assured that longevity
                       will not have an adverse effect on the annuity payments
                       received. The mortality risk that the Company assumes
                       also includes a guarantee to pay a death benefit if the
                       owner/annuitant dies before the retirement date. The
                       expense risk that the Company assumes is the risk that
                       the administrative fees and transfer fees may be
                       insufficient to cover actual future expenses.
- --------------------------------------------------------------------------------
INVESTMENT OPTION EXPENSES
                       Because the Account purchases shares of the Investment
                       Options, the net assets of the Account will reflect the
                       investment advisory fees and other operating expenses
                       incurred by each Investment Option. (See the Expense
                       Tables in this prospectus and the accompanying Investment
                       Option prospectuses.)
- --------------------------------------------------------------------------------
PREMIUM TAXES          Currently, no charge or deduction is made under the
                       Contracts for premium taxes. The Company reserves the
                       right, however, to deduct such taxes from accumulated
                       value. Various states and other governmental entities
                       levy a premium tax, currently ranging up to 3.5%, on
                       annuity contracts issued by insurance companies. Premium
                       tax rates are subject to change, from time to time, by
                       legislative and other governmental action.
- --------------------------------------------------------------------------------
OTHER TAXES            Currently, no charge is made against the Account for any
                       federal, state or local taxes that the Company incurs or
                       that may be attributable to the Account or the Contracts.
                       The Company may, however, make such a charge in the
                       future for any such tax or economic burden on the Company
                       resulting from the application of the tax laws that it
                       determines to be properly attributable to the Account or
                       Contracts.
- --------------------------------------------------------------------------------
 
                                       20
<PAGE>
                PAYMENT OPTIONS
- --------------------------------------------------------------------------------
                       The Contract ends on the retirement date, at which time
                       the accumulated value (or, under certain options, the net
                       accumulated value) will be applied under a payment
                       option, unless the owner elects to receive the net
                       accumulated value in a single sum. If an election of a
                       payment option has not been filed at the Home Office on
                       the retirement date, the proceeds will be paid as a life
                       income annuity with payments for ten years guaranteed.
                       Prior to the retirement date, the owner can have the
                       entire net accumulated value applied under a payment
                       option, or a beneficiary can have the death benefit
                       applied under a payment option. The Contract must be
                       surrendered so that the applicable amount can be paid in
                       a lump sum or a supplemental contract for the applicable
                       payment option can be issued.
 
                       The payment options available are described below. The
                       term "payee" means a person who is entitled to receive
                       payment under that option. The payment options are fixed,
                       which means that each option has a fixed and guaranteed
                       amount to be paid during the annuity payment period that
                       is not in any way dependent upon the investment
                       experience of the Account.
- --------------------------------------------------------------------------------
ELECTION OF OPTIONS    An option may be elected, revoked or changed at any time
                       before the retirement date while the annuitant is living.
                       If an election is not in effect at the annuitant's death
                       or if payment is to be made in one sum under an existing
                       election, the beneficiary may elect one of the options
                       after the death of the owner/annuitant.
 
                       An election of payment options and any revocation or
                       change must be made by written notice and signed by the
                       owner or beneficiary, as appropriate.
 
                       The Company reserves the right to refuse the election of
                       a payment option other than paying the proceeds in a lump
                       sum if: 1) the total payments together would be less than
                       $2,000; 2) each payment would be less than $20; or 3) the
                       payee is an assignee, estate, trustee, partnership,
                       corporation or association.
- --------------------------------------------------------------------------------
DESCRIPTION OF OPTIONS OPTION 1--INTEREST INCOME. To have the proceeds left with
                       the Company to earn interest at a rate to be determined
                       by the Company. Interest will be paid every month or
                       every 3, 6 or 12 months as the payee selects. Under this
                       option, the payee may withdraw part or all of the
                       proceeds at any time.
 
                       OPTION 2--INCOME FOR A FIXED TERM. To have the proceeds
                       paid out in equal installments for a fixed number of
                       years.
 
                       OPTION 3--LIFE INCOME OPTION WITH TERM CERTAIN. To have
                       the proceeds paid in equal amounts (at intervals elected
                       by the payee) during the payee's lifetime with the
                       guarantee that payments will be made for a period of not
                       less than the specified number of years. Under this
                       option, at the death of a payee having no beneficiary (or
                       where the beneficiary died prior to the payee), the
                       present value of the current dollar amount on the date of
                       death of any remaining guaranteed payments will be paid
                       in one sum to the executors or administrators of the
                       payee's estate. Also under this option, if any
                       beneficiary dies while receiving payment, the present
                       value of the current dollar amount on the date of death
                       of any remaining guaranteed payments will be paid in one
                       sum to the executors or administrators of the
                       beneficiary's estate. Calculation of such present value
                       shall be no less than 3%.
 
                       OPTION 4--INCOME FOR FIXED AMOUNT. To have the proceeds
                       paid out in equal installments (at intervals elected by
                       the payee) of a specific amount. The payments will
                       continue until all the proceeds plus interest have been
                       paid out.
 
                       OPTION 5--JOINT AND TWO-THIRDS TO SURVIVOR MONTHLY LIFE
                       INCOME. To have proceeds paid out in equal installments
                       for as long as two joint payees live. When one payee
                       dies, installments of two-thirds of the first installment
                       will be paid to the surviving payee until he or she dies.
 
                                       21
<PAGE>
                       The amount of each payment will be determined from the
                       tables in the Contract which apply to the particular
                       option using the payee's age and sex. Age will be
                       determined from the last birthday at the due date of the
                       first payment.
 
                       ALTERNATE PAYMENT OPTION. In lieu of one of the above
                       options, the cash value, cash surrender value or death
                       benefit, as applicable, may be settled under any other
                       payment option made available by the Company or requested
                       and agreed to by the Company.
- --------------------------------------------------------------------------------
                YIELDS AND TOTAL RETURNS
- --------------------------------------------------------------------------------
                      From time to time, the Company may advertise or include in
                      sales literature yields, effective yields and total
                      returns for the Subaccounts. THESE FIGURES ARE BASED ON
                      HISTORICAL EARNINGS AND DO NOT INDICATE OR PROJECT FUTURE
                      PERFORMANCE. Each Subaccount may, from time to time,
                      advertise or include in sales literature performance
                      relative to certain performance rankings and indices
                      compiled by independent organizations. More detailed
                      information as to the calculation of performance, as well
                      as comparisons with unmanaged market indices, appears in
                      the Statement of Additional Information.
 
                       Effective yields and total returns for the Subaccounts
                       are based on the investment performance of the
                       corresponding Investment Option. Each Investment Option's
                       performance in part reflects the Investment Option's
                       expenses. (See the accompanying Investment Option
                       Prospectuses.)
 
                       The yield of the Money Market Subaccount refers to the
                       annualized income generated by an investment in the
                       Subaccount over a specified seven-day period. The yield
                       is calculated by assuming that the income generated for
                       that seven-day period is generated each seven-day period
                       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 yield of a Subaccount (except the Money Market
                       Subaccount) refers to the annualized income generated by
                       an investment in the Subaccount over a specified 30-day
                       or one-month period. The yield is calculated by assuming
                       that the income generated by the investment during that
                       30-day or one-month period is generated each period over
                       a 12-month period and is shown as a percentage of the
                       investment.
 
                       The total return of a Subaccount refers to return
                       quotations assuming an investment under a Contract has
                       been held in the Subaccount for various periods of time.
                       When a Subaccount has been in operation for one, five and
                       ten years, respectively, the total return for these
                       periods will be provided. For periods prior to the date
                       the Account commenced operations, performance information
                       will be calculated based on the performance of the
                       Investment Options and the assumption that the
                       Subaccounts were in existence for the same periods as
                       those indicated for the Investment Options, with the
                       level of Contract charges that were in effect at the
                       inception of the Subaccounts for the Contracts.
 
                       The average annual total return quotations represent the
                       average annual compounded rates of return that would
                       equate an initial investment of $1,000 under a Contract
                       to the redemption value of that investment as of the last
                       day of each of the periods for which total return
                       quotations are provided. Average annual total return
                       information shows the average percentage change in the
                       value of an investment in the Subaccount from the
                       beginning date of the measuring period to the end of that
                       period. This standardized version of average annual total
                       return reflects all historical investment results less
                       all charges and deductions applied against the Subaccount
                       (including any surrender charge that would apply if an
                       owner terminated the Contract at the end of each period
                       indicated, but excluding any deductions for premium
                       taxes).
 
                                       22
<PAGE>
                       In addition to the standard version described above,
                       total return performance information computed on two
                       different non-standard bases may be used in
                       advertisements or sales literature. Average annual total
                       return information may be presented, computed on the same
                       basis as described above, except deductions will not
                       include the surrender charge. In addition, the Company
                       may, from time to time, disclose cumulative total return
                       for Contracts funded by Subaccounts.
 
                       From time to time, yields, standard average annual total
                       returns and non-standard total returns for the Fund's
                       Investment Options may be disclosed, including such
                       disclosures for periods prior to the date the Account
                       commenced operations.
 
                       Non-standard performance data will only be disclosed if
                       the standard performance data for the required periods is
                       also disclosed. For additional information regarding the
                       calculation of other performance data, please refer to
                       the Statement of Additional Information.
 
                       In advertising and sales literature, the performance of
                       each Subaccount may be compared to the performance of
                       other variable annuity issuers in general, or to the
                       performance of particular types of variable annuities
                       investing in mutual funds or investment portfolios of
                       mutual funds with investment objectives similar to each
                       of the Subaccounts. Lipper Analytical Services, Inc.
                       ("Lipper") and the Variable Annuity Research Data Service
                       ("VARDS") are independent services which monitor and rank
                       the performance of variable annuity issuers in each of
                       the major categories of investment objectives on an
                       industry-wide basis.
 
                       Lipper's rankings include variable life insurance issuers
                       as well as variable annuity issuers. VARDS rankings
                       compare only variable annuity issuers. The performance
                       analyses prepared by Lipper and VARDS each rank such
                       issuers on the basis of total return, assuming
                       reinvestment of distributions, but do not take sales
                       charges, redemption fees or certain expense deductions at
                       the separate account level into consideration. In
                       addition, VARDS prepares risk rankings, which consider
                       the effects of market risk on total return performance.
                       This type of ranking provides data as to which funds
                       provide the highest total return within various
                       categories of funds defined by the degree of risk
                       inherent in their investment objectives.
 
                       Advertising and sales literature may also compare the
                       performance of each Subaccount to the Standard & Poor's
                       Index of 500 Common Stocks, a widely used measure of
                       stock performance. This unmanaged index assumes the
                       reinvestment of dividends but does not reflect any
                       "deduction" for the expense of operating or managing an
                       investment portfolio. Other independent ranking services
                       and indices may also be used as a source of performance
                       comparison.
 
                       The Company may also report other information including
                       the effect of tax-deferred compounding on a Subaccount's
                       investment returns, or returns in general, which may be
                       illustrated by tables, graphs or charts. All income and
                       capital gains derived from Subaccount investments are
                       reinvested and can lead to substantial long-term
                       accumulation of assets, provided that the underlying
                       Portfolio's investment experience is positive.
- --------------------------------------------------------------------------------
                FEDERAL TAX MATTERS
                    THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS
                    TAX ADVICE
- --------------------------------------------------------------------------------
INTRODUCTION           This discussion is not intended to address the tax
                       consequences resulting from all of the situations in
                       which a person may be entitled to or may receive a
                       distribution under the annuity contract issued by the
                       Company. Any person concerned about these tax
                       implications should consult a competent tax adviser
                       before initiating any transaction. This discussion is
                       based upon the Company's understanding of the present
                       Federal income tax laws, as they are currently
                       interpreted by the Internal Revenue Service. No
                       representation is made as to the likelihood of the
                       continuation of the present federal
 
                                       23
<PAGE>
                       income tax laws or of the current interpretation by the
                       Internal Revenue Service. Moreover, no attempt has been
                       made to consider any applicable state or other tax laws.
 
                       The Contract may be purchased on a non-qualified basis
                       ("Non-Qualified Contract") or purchased and used in
                       connection with plans qualifying for favorable tax
                       treatment ("Qualified Contract"). The Qualified Contract
                       is designed for use by individuals whose premium payments
                       are comprised solely of proceeds from and/or
                       contributions under retirement plans which are intended
                       to qualify as plans entitled to special income tax
                       treatment under Sections 401(a), 403(b), or 408 of the
                       Internal Revenue Code of 1986, as amended (the "Code").
                       The ultimate effect of federal income taxes on the
                       amounts held under a Contract, or annuity payments, and
                       on the economic benefit to the owner, the annuitant or
                       the beneficiary depends on the type of retirement plan,
                       on the tax and employment status of the individual
                       concerned, and on the Company's tax status. In addition,
                       certain requirements must be satisfied in purchasing a
                       Qualified Contract with proceeds from a tax-qualified
                       plan and receiving distributions from a Qualified
                       Contract in order to continue receiving favorable tax
                       treatment. Therefore, purchasers of Qualified Contracts
                       should seek competent legal and tax advice regarding the
                       suitability of a Contract for their situation, the
                       applicable requirements and the tax treatment of the
                       rights and benefits of a Contract. The following
                       discussion assumes that Qualified Contracts are purchased
                       with proceeds from and/or contributions under retirement
                       plans that qualify for the intended special federal
                       income tax treatment.
- --------------------------------------------------------------------------------
TAX STATUS OF THE CONTRACT
                       DIVERSIFICATION REQUIREMENTS. Section 817(h) of the Code
                       provides that separate account investments underlying a
                       contract must be "adequately diversified" in accordance
                       with Treasury regulations in order for the contract to
                       qualify as an annuity contract under Section 72 of the
                       Code. The Account, through each Portfolio of the Fund,
                       intends to comply with the diversification requirements
                       prescribed in regulations under Section 817(h) of the
                       Code, which affect how the assets in the various
                       Subaccounts may be invested. Although the Company does
                       not have control over the Fund in which the Account
                       invests, we believe that each Portfolio in which the
                       Account owns shares will meet the diversification
                       requirements, and therefore, the Contract will be treated
                       as an annuity contract under the Code.
 
                       In certain circumstances, owners of variable annuity
                       contracts may be considered the owners, for federal
                       income tax purposes, of the assets of the separate
                       account used to support their contracts. In those
                       circumstances, income and gains from the separate account
                       assets would be includible in the variable annuity
                       contract owner's gross income. Several years ago, the IRS
                       stated in published rulings that a variable contract
                       owner will be considered the owner of separate account
                       assets if the contract owner possesses incident of
                       ownership in those assets, such as the ability to
                       exercise investment control over the assets. More
                       recently, the Treasury Department announced, in
                       connection with the issuance of regulations concerning
                       investment diversification, that those regulations "do
                       not provide guidance concerning the circumstances in
                       which investor control of the investments of a segregated
                       asset account may cause the investor (I.E., the contract
                       owner), rather than the insurance company, to be treated
                       as the owner of the assets in the account." This
                       announcement also states that guidance would be issued by
                       way of regulations or rulings on the "extent to which
                       policyholders may direct their investments to particular
                       subaccounts without being treated as owners of the
                       underlying assets."
 
                       The ownership rights under the Contracts are similar to,
                       but different in certain respects from, those described
                       by the Service in rulings in which it was determined that
                       contract owners were not owners of separate account
                       assets. For example, the owner of a Contract has the
                       choice of one or more Subaccounts in which to allocate
                       premiums and Contract values, and may be able to transfer
                       among Subaccounts more frequently than in such rulings.
                       These differences could result in the contract owner
                       being treated as the owner of the assets of the Account.
                       In addition, the Company does not know what standards
                       will be set forth, if any, in the regulations or rulings
 
                                       24
<PAGE>
                       which the Treasury Department has stated it expects to
                       issue. The Company therefore reserves the right to modify
                       the Contract as necessary to attempt to prevent the
                       contract owner from being considered the owner of the
                       assets of the Account.
 
                       REQUIRED DISTRIBUTIONS. In order to be treated as an
                       annuity contract for federal income tax purposes, Section
                       72(s) of the Code requires any Non-Qualified Contract to
                       provide that: (a) if any owner dies on or after the
                       retirement date but prior to the time the entire interest
                       in the contract has been distributed, the remaining
                       portion of such interest will be distributed at least as
                       rapidly as under the method of distribution being used as
                       of the date of that owner's death; and (b) if any owner
                       dies prior to the annuity commencement date, the entire
                       interest in the Contract will be distributed within five
                       years after the date of the owner's death. These
                       requirements will be considered satisfied as to any
                       portion of the owner's interest which is payable to or
                       for the benefit of a "designated beneficiary" and which
                       is distributed over the life of such beneficiary or over
                       a period not extending beyond the life expectancy of that
                       beneficiary, provided that such distributions begin
                       within one year of that owner's death. The owner's
                       "designated beneficiary" is the person designated by such
                       owner as a beneficiary and to whom ownership of the
                       contract passes by reason of death and must be a natural
                       person. However, if the owner's "designated beneficiary"
                       is the surviving spouse of the owner, the Contract may be
                       continued with the surviving spouse as the new owner.
 
                       The Non-Qualified Contracts contain provisions which are
                       intended to comply with the requirements of Section 72(s)
                       of the Code, although no regulations interpreting these
                       requirements have yet been issued. The Company intends to
                       review such provisions and modify them if necessary to
                       assure that they comply with the requirements of Code
                       Section 72(s) when clarified by regulation or otherwise.
 
                       Other rules may apply to Qualified Contracts.
 
                       The following discussion assumes that the Contracts will
                       qualify as annuity contracts for federal income tax
                       purposes.
- --------------------------------------------------------------------------------
TAXATION OF ANNUITIES  IN GENERAL. Section 72 of the Code governs taxation of
                       annuities in general. The Company believes that an owner
                       who is a natural person is not taxed on increases in the
                       value of a Contract until distribution occurs by
                       withdrawing all or part of the cash value (e.g., partial
                       surrenders and surrenders) or as annuity payments under
                       the payment option elected. For this purpose, the
                       assignment, pledge, or agreement to assign or pledge any
                       portion of the cash value (and in the case of a Qualified
                       Contract, any portion of an interest in the qualified
                       plan) generally will be treated as a distribution. The
                       taxable portion of a distribution (in the form of a
                       single sum payment or payment option) is taxable as
                       ordinary income.
 
                       The owner of any annuity contract who is not a natural
                       person generally must include in income any increase in
                       the excess of the cash value over the "investment in the
                       contract" during the taxable year. There are some
                       exceptions to this rule, and a prospective owner that is
                       not a natural person may wish to discuss these with a
                       competent tax adviser.
 
                       The following discussion generally applies to Contracts
                       owned by natural persons.
 
                       PARTIAL WITHDRAWALS. In the case of a partial withdrawal
                       from a Qualified Contract, under Section 72(e) of the
                       Code, a ratable portion of the amount received is
                       taxable, generally based on the ratio of the "investment
                       in the contract" to the participant's total accrued
                       benefit or balance under the retirement plan. The
                       "investment in the contract" generally equals the
                       portion, if any, of any premium payments paid by or on
                       behalf of the individual under a Contract which was not
                       excluded from the individual's gross income. For
                       Contracts issued in connection with qualified plans, the
                       "investment in the contract" can be zero. Special tax
                       rules may be available for certain distributions from
                       Qualified Contracts.
 
                                       25
<PAGE>
                       In the case of a partial withdrawal from a Non-Qualified
                       Contract, under Section 72(e) amounts received are
                       generally first treated as taxable income to the extent
                       that the cash value immediately before the partial
                       withdrawal exceeds the "investment in the contract" at
                       that time. Any additional amount withdrawn is not
                       taxable.
 
                       In the case of a surrender under a Qualified or
                       Non-Qualified Contract, the amount received generally
                       will be taxable only to the extent it exceeds the
                       "investment in the contract."
 
                       Section 1035 of the Code provides that no gain or loss
                       shall be recognized on the exchange of one annuity
                       contract for another. If the surrendered contract was
                       issued prior to August 14, 1982, the tax rules formerly
                       provided that the surrender was taxable only to the
                       extent the amount received exceeds the owner's investment
                       in the contract will continue to apply to amounts
                       allocable to investments in that contract prior to August
                       14, 1982. In contrast, contracts issued after January 19,
                       1985 in a Code Section 1035 exchange are treated as new
                       contracts for purposes of the penalty and
                       distribution-at-death rules. Special rules and procedures
                       apply to Section 1035 transactions. Prospective owners
                       wishing to take advantage of Section 1035 should consult
                       their tax adviser.
 
                       ANNUITY PAYMENTS. Although tax consequences may vary
                       depending on the payment option elected under an annuity
                       contract, under Code Section 72(b), generally (prior to
                       recovery of the investment in the contract) gross income
                       does not include that part of any amount received as an
                       annuity under an annuity contract that bears the same
                       ratio to such amount as the investment in the contract
                       bears to the expected return at the annuity starting
                       date. Stated differently, prior to recovery of the
                       investment in the contract, generally, there is no tax on
                       the amount of each payment which represents the same
                       ratio that the "investment in the contract" bears to the
                       total expected value of the annuity payments for the term
                       of the payment; however, the remainder of each income
                       payment is taxable. After the "investment in the
                       contract" is recovered, the full amount of any additional
                       annuity payments is taxable.
 
                       TAXATION OF DEATH BENEFIT PROCEEDS. Amounts may be
                       distributed from a Contract because of the death of the
                       owner. Generally, such amounts are includible in the
                       income of the recipient as follows: (i) if distributed in
                       a lump sum, they are taxed in the same manner as a
                       surrender of the contract or (ii) if distributed under a
                       payment option, they are taxed in the same way as annuity
                       payments. For these purposes, the investment in the
                       Contract is not affected by the owner's death. That is,
                       the investment in the Contract remains the amount of any
                       purchase payments which were not excluded from gross
                       income.
 
                       PENALTY TAX ON CERTAIN WITHDRAWALS. In the case of a
                       distribution pursuant to a Non-Qualified Contract, there
                       may be imposed a federal penalty tax equal to 10% of the
                       amount treated as taxable income. In general, however,
                       there is no penalty on distributions:
 
                               1.  made on or after the taxpayer reaches age
                           59 1/2;
 
                               2.  made on or after the death of the holder (or
                           if the holder is not an individual, the death of the
                           primary annuitant);
 
                               3.  attributable to the taxpayer becoming
                           disabled;
 
                               4.  as part of a series of substantially equal
                           periodic payments (not less frequently than annually)
                           for the life (or life expectancy) of the taxpayer or
                           the joint lives (or joint life expectancies) of the
                           taxpayer and his or her designated beneficiary;
 
                               5.  made under certain annuities issued in
                           connection with structured settlement agreements;
 
                                       26
<PAGE>
                               6.  made under an annuity contract that is
                           purchased with a single premium when the retirement
                           date is no later than a year from purchase of the
                           annuity and substantially equal periodic payments are
                           made, not less frequently than annually, during the
                           annuity payment period; and
 
                               7.  any payment allocable to an investment
                           (including earnings thereon) made before August 14,
                           1982 in a contract issued before that date.
 
                       Other tax penalties may apply to certain distributions
                       under a Qualified Contract.
 
                       POSSIBLE CHANGES IN TAXATION. In past years, legislation
                       has been proposed that would have adversely modified the
                       federal taxation of certain annuities. For example, one
                       such proposal would have changed the tax treatment of
                       non-qualified annuities that did not have "substantial
                       life contingencies" by taxing income as it is credited to
                       the annuity. Although as of the date of this prospectus
                       Congress is not considering any legislation regarding
                       taxation of annuities, there is always the possibility
                       that the tax treatment of annuities could change by
                       legislation or other means (such as IRS regulations,
                       revenue rulings, judicial decisions, etc.). Moreover, it
                       is also possible that any change could be retroactive
                       (that is, effective prior to the date of the change).
- --------------------------------------------------------------------------------
TRANSFERS, ASSIGNMENTS OR EXCHANGES OF A CONTRACT
                       A transfer of ownership of a Contract, the designation of
                       an annuitant, payee or other beneficiary who is not also
                       the owner, the selection of certain retirement dates or
                       the exchange of a Contract may result in certain tax
                       consequences to the owner that are not discussed herein.
                       An owner contemplating any such transfer, assignment,
                       selection or exchange of a Contract should contact a
                       competent tax adviser with respect to the potential tax
                       effects of such a transaction.
- --------------------------------------------------------------------------------
WITHHOLDING            Pension and annuity distributions generally are subject
                       to withholding for the recipient's federal income tax
                       liability at rates that vary according to the type of
                       distribution and the recipient's tax status. Recipients,
                       however, generally are provided the opportunity to elect
                       not to have tax withheld from distributions. Effective
                       January 1, 1993, distributions from certain qualified
                       plans are generally subject to mandatory withholding.
                       Certain states also require withholding of state income
                       tax whenever federal income tax is withheld.
- --------------------------------------------------------------------------------
MULTIPLE CONTRACTS     All non-qualified deferred annuity contracts entered into
                       after October 21, 1988 that are issued by the Company (or
                       its affiliates) to the same owner during any calendar
                       year are treated as one annuity Contract for purposes of
                       determining the amount includible in gross income under
                       Section 72(e). This rule could affect the time when
                       income is taxable and the amount that might be subject to
                       the 10% penalty tax described above. In addition, the
                       Treasury Department has specific authority to issue
                       regulations that prevent the avoidance of Section 72(e)
                       through the serial purchase of annuity contracts or
                       otherwise. There may also be other situations in which
                       the Treasury may conclude that it would be appropriate to
                       aggregate two or more annuity contracts purchased by the
                       same owner. Accordingly, a Contract owner should consult
                       a competent tax adviser before purchasing more than one
                       annuity contract.
- --------------------------------------------------------------------------------
TAXATION OF QUALIFIED PLANS
                       The Contracts are designed for use with several types of
                       qualified plans. The tax rules applicable to participants
                       in these qualified plans vary according to the type of
                       plan and the terms and conditions of the plan itself.
                       Special favorable tax treatment may be available for
                       certain types of contributions and distributions. Adverse
                       tax consequences may result from contributions in excess
                       of specified limits; distributions prior to age 59 1/2
                       (subject to certain exceptions); distributions that do
                       not conform to specified commencement and minimum
                       distribution rules; aggregate distributions in excess of
                       a specified annual amount; and in other specified
                       circumstances. Therefore, no attempt is made to provide
                       more than general information about the use of the
                       Contracts with the various types of qualified retirement
                       plans. Contract owners, the annuitants, and beneficiaries
                       are cautioned that the rights of any person to any
                       benefits under these qualified retirement plans may be
                       subject to the terms and conditions of the plans
                       themselves, regardless of the terms and conditions of the
                       Contract, but the Company shall not be bound by the terms
                       and conditions of such plans to the extent such terms
                       contradict the Contract,
 
                                       27
<PAGE>
                       unless the Company consents. Some retirement plans are
                       subject to distribution and other requirements that are
                       not incorporated into our Contract administration
                       procedures. Owners, participants and beneficiaries are
                       responsible for determining that contributions,
                       distributions and other transactions with respect to the
                       Contracts comply with applicable law. Brief descriptions
                       follow of the various types of qualified retirement plans
                       available in connection with a Contract. The Company will
                       amend the Contract as necessary to conform it to the
                       requirements of the Code.
 
                       CORPORATE PENSION AND PROFIT SHARING PLANS AND H.R. 10
                       PLANS. Section 401(a) of the Code permits corporate
                       employers to establish various types of retirement plans
                       for employees, and permits self-employed individuals to
                       establish these plans for themselves and their employees.
                       These retirement plans may permit the purchase of the
                       Contracts to accumulate retirement savings under the
                       plans. Adverse tax or other legal consequences to the
                       plan, to the participant or both may result if this
                       Contract is assigned or transferred to any individual as
                       a means to provide benefit payments, unless the plan
                       complies with all legal requirements applicable to such
                       benefits prior to transfer of the Contract. Employers
                       intending to use the Contract with such plans should seek
                       competent advice.
 
                       INDIVIDUAL RETIREMENT ANNUITIES. Section 408 of the Code
                       permits eligible individuals to contribute to an
                       individual retirement program known as an "Individual
                       Retirement Annuity" or "IRA". These IRAs are subject to
                       limits on the amount that may be contributed, the persons
                       who may be eligible and on the time when distributions
                       may commence. Also, distributions from certain other
                       types of qualified retirement plans may be "rolled over"
                       on a tax-deferred basis into an IRA. Sales of the
                       Contract for use with IRAs may be subject to special
                       requirements of the Internal Revenue Service. Employers
                       may establish Simplified Employee Pension (SEP) Plans to
                       provide IRA contributions on behalf of their employees.
 
                       SIMPLE RETIREMENT ACCOUNTS. Beginning January 1, 1997,
                       certain small employers may establish Simple Retirement
                       Accounts as provided by Section 408(p) of the Code, under
                       which employees may elect to defer up to $6,000 (as
                       increased for cost of living adjustments) as a percentage
                       of compensation. The sponsoring employer is required to
                       make a matching contribution on behalf of contributing
                       employees. Distributions from a Simple Retirement Account
                       are subject to the same restrictions that apply to IRA
                       distributions and are taxed as ordinary income. Subject
                       to certain exceptions, premature distributions prior to
                       age 59 1/2 are subject to a 10% penalty tax, which is
                       increased to 25% if the distribution occurs within the
                       first two years after the commencement of the employee's
                       participation in the plan. The failure of the Simple
                       Retirement Account to meet Code requirements may result
                       in adverse tax consequences.
 
                       ROTH IRAS. Effective January 1, 1998, section 408A of the
                       Code permits certain eligible individuals to contribute
                       to a Roth IRA. Contributions to a Roth IRA, which are
                       subject to certain limitations, are not deductible and
                       must be made in cash or as a rollover or transfer from
                       another Roth IRA or other IRA. A rollover from or
                       conversion of an IRA to a Roth IRA may be subject to tax
                       and other special rules may apply. You should consult a
                       tax adviser before combining any converted amounts with
                       any other Roth IRA contributions, including any other
                       conversion amounts from other tax years. Distributions
                       from a Roth IRA generally are not taxed, except that,
                       once aggregate distributions exceed contributions to the
                       Roth IRA, income tax and a 10% penalty tax may apply to
                       distributions made (1) before age 59 1/2 (subject to
                       certain exceptions) or (2) during the five taxable years
                       starting with the year in which the first contribution is
                       made to the Roth IRA.
 
                       TAX SHELTERED ANNUITIES. Section 403(b) of the Code
                       allows employees of certain Section 501(c)(3)
                       organizations and public schools to exclude from their
                       gross income the premiums paid, within certain limits, on
                       a Contract that will provide an annuity for the
                       employee's retirement. These premiums may be subject to
                       FICA (social security) tax. Code section 403(b)(11)
                       restricts the distribution under Code section 403(b)
                       annuity contracts of: (1) elective contributions made in
                       years
 
                                       28
<PAGE>
                       beginning after December 31, 1988; (2) earnings on those
                       contributions; and (3) earnings in such years on amounts
                       held as of the last year beginning before January 1,
                       1989. Distribution of those amounts may only occur upon
                       death of the employee, attainment of age 59 1/2,
                       separation from service, disability, or financial
                       hardship. In addition, income attributable to elective
                       contributions may not be distributed in the case of
                       hardship.
 
                       RESTRICTIONS UNDER QUALIFIED CONTRACTS. Other
                       restrictions with respect to the election, commencement
                       or distribution of benefits may apply under Qualified
                       Contracts or under the terms of the plans in respect of
                       which Qualified Contracts are issued.
- --------------------------------------------------------------------------------
POSSIBLE CHARGE FOR THE COMPANY'S TAXES
                       At the present time, the Company makes no charge to the
                       Subaccounts for any Federal, state or local taxes that
                       the Company incurs which may be attributable to such
                       Subaccounts or the Contracts. The Company, however,
                       reserves the right in the future to make a charge for any
                       such tax or other economic burden resulting from the
                       application of the tax laws that it determines to be
                       properly attributable to the Subaccounts or to the
                       Contracts.
- --------------------------------------------------------------------------------
OTHER TAX CONSEQUENCES As noted above, the foregoing comments about the Federal
                       tax consequences under these Contracts are not
                       exhaustive, and special rules are provided with respect
                       to other tax situations not discussed in the Prospectus.
                       Further, the Federal income tax consequences discussed
                       herein reflect the Company's understanding of current law
                       and the law may change. Federal estate and state and
                       local estate, inheritance and other tax consequences of
                       ownership or receipt of distributions under a Contract
                       depend on the individual circumstances of each owner or
                       recipient of the distribution. A competent tax adviser
                       should be consulted for further information.
- --------------------------------------------------------------------------------
                DISTRIBUTION OF THE CONTRACTS
- --------------------------------------------------------------------------------
                       The Contracts will be offered to the public on a
                       continuous basis. The Company does not anticipate
                       discontinuing the offering of the Contracts, but reserves
                       the right to discontinue the offering. Applications for
                       Contracts are solicited by agents who are licensed by
                       applicable state insurance authorities to sell the
                       Company's variable annuity contracts and who are also
                       registered representatives of EquiTrust Marketing,
                       broker/dealers having selling agreements with EquiTrust
                       Marketing or broker/dealers having selling agreements
                       with such broker/dealers. EquiTrust Marketing (formerly
                       FBL Marketing Services, Inc.) is registered with the SEC
                       under the Securities Exchange Act of 1934 as a
                       broker-dealer and is a member of the National Association
                       of Securities Dealers, Inc.
 
                       EquiTrust Marketing acts as the Principal Underwriter, as
                       defined in the 1940 Act, of the Contracts for the Account
                       pursuant to an Underwriting Agreement between the Company
                       and EquiTrust Marketing. EquiTrust Marketing is not
                       obligated to sell any specific number of Contracts.
                       EquiTrust Marketing's principal business address is the
                       same as that of the Company.
 
                       The Company may pay broker/dealers with selling
                       agreements up to an amount equal to 8.5% of the premiums
                       paid under a Contract during the first Contract year, 3%
                       of the premiums paid in the second through ninth Contract
                       years and 1% of the premiums paid in the tenth and
                       subsequent Contract years. The Company also may pay other
                       distribution expenses such as production incentive
                       bonuses, agent's insurance and pension benefits, and
                       agency expense allowances. These distribution expenses do
                       not result in any additional charges against the
                       Contracts that are not described under "Charges and
                       Deductions."
- --------------------------------------------------------------------------------
                LEGAL PROCEEDINGS
- --------------------------------------------------------------------------------
                       The Company, like other life insurance companies, is
                       involved in lawsuits. Currently, there are no class
                       action lawsuits naming the Company as a defendant or
                       involving the Account. In some lawsuits involving other
                       insurers, substantial damages have been sought and/or
                       material settlement payments have been made. Although the
                       outcome
 
                                       29
<PAGE>
                       of any litigation cannot be predicted with certainty, the
                       Company believes that at the present time, there are no
                       pending or threatened lawsuits that are reasonably likely
                       to have a material adverse impact on the Account or the
                       Company.
- --------------------------------------------------------------------------------
                VOTING RIGHTS
- --------------------------------------------------------------------------------
                       In accordance with its view of current applicable law,
                       the Company will vote the Fund shares held in the Account
                       at regular and special shareholder meetings of the Funds,
                       in accordance with instructions received from persons
                       having voting interests in the corresponding Subaccounts.
                       If, however, the 1940 Act or any regulation thereunder
                       should be amended, or if the present interpretation
                       thereof should change, or the Company otherwise
                       determines that it is allowed to vote the shares in its
                       own right, it may elect to do so.
 
                       The number of votes that an owner has the right to
                       instruct will be calculated separately for each
                       Subaccount, and may include fractional votes. An owner
                       holds a voting interest in each Subaccount to which the
                       accumulated value is allocated. The owner only has voting
                       interest prior to the retirement date. For each owner,
                       the number of votes attributable to a Subaccount will be
                       determined by dividing the accumulated value attributable
                       to that owner's Contract in that Subaccount by the net
                       asset value per share of the Investment Option in which
                       that Subaccount invests.
 
                       The number of votes of an Investment Option which are
                       available to the owner will be determined as of the date
                       coincident with the date established by that Investment
                       Option for determining shareholders eligible to vote at
                       the relevant meeting for that Fund. Voting instructions
                       will be solicited by written communication prior to such
                       meeting in accordance with procedures established by each
                       Fund. Each owner having a voting interest in a Subaccount
                       will receive proxy materials and reports relating to any
                       meeting of shareholders of the Investment Option in which
                       that Subaccount invests.
 
                       Fund shares as to which no timely instructions are
                       received and shares held by the Company in a Subaccount
                       as to which no owner has a beneficial interest will be
                       voted in proportion to the voting instructions which are
                       received with respect to all Contracts participating in
                       that Subaccount. Voting instructions to abstain on any
                       item to be voted upon will be applied to reduce the total
                       number of votes eligible to be cast on a matter.
- --------------------------------------------------------------------------------
                YEAR 2000
- --------------------------------------------------------------------------------
                       Like other investment funds, financial and business
                       organizations and individuals around the world, the
                       Account could be adversely affected if the computer
                       systems used by the Company and other service providers
                       do not properly process and calculate date-related
                       information and data from and after January 1, 2000. In
                       1997, the Company completed a comprehensive assessment of
                       the Year 2000 issue and developed a plan to address the
                       issue in a timely manner. The Company has and will
                       utilize both internal and external resources to
                       reprogram, or replace, and test the software for Year
                       2000 modifications. The Company anticipates completing
                       the Year 2000 project no later than December 31, 1998,
                       and prior to any anticipated impact on its operating
                       systems.
 
                       The date on which the Company believes it will complete
                       the Year 2000 modifications is based on management's best
                       estimates, which were derived utilizing numerous
                       assumptions of future events. The Company also recognizes
                       there are outside influences and dependencies relative to
                       its Year 2000 effort, over which is has little or no
                       control. However, the Company is putting effort into
                       ensuring these considerations will have minimal impact.
                       These would include the continued availability of certain
                       resources, third party modification plans and many other
                       factors. However, there can be no guarantee that these
                       estimates will be achieved and actual results could
                       differ from those anticipated.
 
                                       30
<PAGE>
- --------------------------------------------------------------------------------
                FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
                       The statutory-basis balance sheets of the Company at
                       December 31, 1997 and 1996, and the related
                       statutory-basis statements of operations, changes in
                       capital and surplus and cash flows for the years then
                       ended, as well as the related Report of Independent
                       Auditors are contained in the Statement of Additional
                       Information. The unaudited statutory-basis balance sheet
                       of the Company at March 31, 1998, the related unaudited
                       statutory-basis statement of changes in capital and
                       surplus for the three months then ended, and the related
                       unaudited statements of operations and cash flows for the
                       three months ended March 31, 1998 and 1997 are also
                       included in the Statement of Additional Information.
 
   
                       It is anticipated that the Account will commence
                       operations in 1998; accordingly, no financial statements
                       currently exist.
    
 
                                       31
<PAGE>
- --------------------------------------------------------------------------------
                STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS
- --------------------------------------------------------------------------------
 
                                                                            PAGE
 
GENERAL INFORMATION ABOUT THE COMPANY.....................................     1
 
- --------------------------------------------------------------------------------
 
ADDITIONAL CONTRACT PROVISIONS............................................     1
 
          The Contract....................................................     1
 
          Incontestability................................................     1
 
          Misstatement of Age or Sex......................................     1
 
          Non-Participation...............................................     1
 
- --------------------------------------------------------------------------------
 
CALCULATION OF YIELDS AND TOTAL RETURNS...................................     1
 
          Money Market Subaccount Yields..................................     1
 
          Other Subaccount Yields.........................................     3
 
          Average Annual Total Returns....................................     4
 
          Other Total Returns.............................................     6
 
          Effect of the Administrative Charge on Performance Data.........     6
 
- --------------------------------------------------------------------------------
 
LEGAL MATTERS.............................................................     6
 
- --------------------------------------------------------------------------------
 
EXPERTS...................................................................     7
 
- --------------------------------------------------------------------------------
 
OTHER INFORMATION.........................................................     7
 
- --------------------------------------------------------------------------------
 
FINANCIAL STATEMENTS......................................................     7
 
- --------------------------------------------------------------------------------
 
                                       32
<PAGE>
                      [THIS PAGE INTENTIONALLY LEFT BLANK]
 
                                       33
<PAGE>
If you would like a copy of the Statement of Additional Information, please
complete the information below and detach and mail this card to the Company at
the address shown on the cover of this prospectus.
 
Name
- --------------------------------------------------------------------------------
 
Address
- --------------------------------------------------------------------------------
 
City, State, Zip
- --------------------------------------------------------------------------------
 
                              TEAR AT PERFORATION
<PAGE>
                                     PART B
 
                      STATEMENT OF ADDITIONAL INFORMATION
<PAGE>
                      STATEMENT OF ADDITIONAL INFORMATION
 
                        EQUITRUST LIFE INSURANCE COMPANY
                             5400 University Avenue
                          West Des Moines, Iowa 50266
                                 1-888-349-4656
 
                         EQUITRUST LIFE ANNUITY ACCOUNT
 
         INDIVIDUAL FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT
 
This Statement of Additional Information contains information in addition to the
information described in the Prospectus for the flexible premium deferred
variable annuity contract (the "Contract") offered by EquiTrust Life Insurance
Company (the "Company"). This Statement of Additional Information is not a
Prospectus, and it should be read only in conjunction with the Prospectuses for
the Contract, and the selected Investment Options of EquiTrust Variable
Insurance Series Fund, T. Rowe Price Equity Series, Inc., T. Rowe Price
International Series, Inc. and Dreyfus Variable Investment Fund. The Prospectus
for the Contract is dated the same as this Statement of Additional information.
You may obtain a copy of the Prospectuses by writing or calling us at our
address or phone number shown above.
 
                                  July 1, 1998
<PAGE>
                      STATEMENT OF ADDITIONAL INFORMATION
                               TABLE OF CONTENTS
 
<TABLE>
<S>                                                                                                   <C>
GENERAL INFORMATION ABOUT THE COMPANY...............................................................          1
ADDITIONAL CONTRACT PROVISIONS......................................................................          1
  The Contract......................................................................................          1
  Incontestability..................................................................................          1
  Misstatement of Age or Sex........................................................................          1
  Non-Participation.................................................................................          1
CALCULATION OF YIELDS AND TOTAL RETURNS.............................................................          1
  Money Market Subaccount Yields....................................................................          1
  Other Subaccount Yields...........................................................................          3
  Average Annual Total Returns......................................................................          4
  Other Total Returns...............................................................................          6
  Effect of the Administrative Fee On Performance Data..............................................          6
LEGAL MATTERS.......................................................................................          6
EXPERTS.............................................................................................          7
OTHER INFORMATION...................................................................................          7
FINANCIAL STATEMENTS................................................................................          7
</TABLE>
<PAGE>
                     GENERAL INFORMATION ABOUT THE COMPANY
 
One hundred percent of the outstanding voting shares of the Company are owned by
Farm Bureau Life Insurance Company which is 100% owned by FBL Financial Group,
Inc. At December 31, 1997, Iowa Farm Bureau Federation owned 66.36% of the
outstanding voting stock of FBL Financial Group, Inc.
 
Iowa Farm Bureau Federation is an Iowa not-for-profit corporation, the members
of which are county Farm Bureau organizations and their individual members. Iowa
Farm Bureau Federation is primarily engaged, through various divisions and
subsidiaries, in the formulation, analysis and promotion of programs (at local,
state, national and international levels) that are designed to foster the
educational, social and economic advancement of its members. The principal
offices of Iowa Farm Bureau Federation are at 5400 University Avenue, West Des
Moines, Iowa 50266.
 
                         ADDITIONAL CONTRACT PROVISIONS
 
THE CONTRACT
 
The application and all other attached papers are part of the Contract. The
statements made in the application are deemed representations and not
warranties. The Company will not use any statement in defense of a claim or to
void the Contract unless it is contained in the application.
 
INCONTESTABILITY
 
The Company will not contest the Contract from its Contract date.
 
MISSTATEMENT OF AGE OR SEX
 
If the age or sex of the annuitant has been misstated, the amount which will be
paid is that which the proceeds would have purchased at the correct age and sex.
 
NON-PARTICIPATION
 
The Contracts are not eligible for dividends and will not participate in the
Company's divisible surplus.
 
                    CALCULATION OF YIELDS AND TOTAL RETURNS
 
From time to time, the Company may disclose yields, total returns and other
performance data pertaining to the contracts for a Subaccount. Such performance
data will be computed, or accompanied by performance data computed, in
accordance with the standards defined by the SEC.
 
MONEY MARKET SUBACCOUNT YIELDS
 
From time to time, advertisements and sales literature may quote the current
annualized yield of the Money Market Subaccount for a seven-day period in a
manner which does not take into consideration any realized or unrealized gains
or losses or income other than investment income on shares of the Money Market
Investment Option or on its portfolio securities.
 
This current annualized yield is computed by determining the net change
(exclusive or realized gains and losses on the sale of securities and unrealized
appreciation and depreciation and income other than investment income) at the
end of the seven-day period in the value of a hypothetical account under a
Contract having a balance of 1 unit of the Money Market Subaccount at the
beginning of the period, dividing such net change in account value by the value
of the hypothetical account at the beginning of the period to determine the base
period return, and annualizing this quotient on a 365-day basis.
 
                                       1
<PAGE>
The net change in account value reflects: 1) net income from the Investment
Option attributable to the hypothetical account; and 2) charges and deductions
imposed under the Contract which are attributable to the hypothetical account.
The charges and deductions include the per unit charges for the hypothetical
account for: 1) the annual administrative fee and 2) the mortality and expense
risk charge. For purposes of calculating current yields for a Contract, an
average per unit administrative fee is used based on the $45 administrative fee
deducted at the beginning of each Contract Year. Current Yield will be
calculated according to the following formula:
 
<TABLE>
<S>        <C>        <C>
Current Yield = ((NCS - ES)/UV) X (365/7)
Where:
NCS        =          the net change in the value of the Investment Option (exclusive or realized gains
                      or losses on the sale of securities and unrealized appreciation and depreciation
                      and income other than investment income) for the seven-day period attributable to a
                      hypothetical account having a balance of 1 subaccount unit.
ES         =          per unit expenses attributable to the hypothetical account for the seven-day
                      period.
UV         =          the unit value for the first day of the seven-day period.
 
Effective Yield = (1 + ((NCS-ES)/UV))365/7 - 1
Where:
NCS        =          the net change in the value of the Investment Option (exclusive of realized gains
                      or losses on the sale of securities and unrealized appreciation and depreciation
                      and income other than investment income) for the seven-day period attributable to a
                      hypothetical account having a balance of 1 subaccount unit.
ES         =          per unit expenses attributable to the hypothetical account for the seven-day
                      period.
UV         =          the unit value for the first day of the seven-day period.
</TABLE>
 
Because of the charges and deductions imposed under the Contract, the yield for
the Money Market Subaccount will be lower than the yield for the Money Market
Investment Option.
 
                                       2
<PAGE>
The current and effective yields on amounts held in the Money Market Subaccount
normally will fluctuate on a daily basis. THEREFORE, THE DISCLOSED YIELD FOR ANY
GIVEN PAST PERIOD IS NOT AN INDICATION OR REPRESENTATION OF FUTURE YIELDS OR
RATES OF RETURN. The Money Market Subaccount's actual yield is affected by
changes in interest rates on money market securities, average portfolio maturity
of the Money Market Investment Option, the types of quality of portfolio
securities held by the Money Market Investment Option and the Money Market
Investment Option operating expenses. Yields on amounts held in the Money Market
Subaccount may also be presented for periods other than a seven-day period.
 
OTHER SUBACCOUNT YIELDS
 
From time to time, sales literature or advertisements may quote the current
annualized yield of one or more of the subaccounts (except the Money Market
Subaccount) for a Contract for 30-day or one month periods. The annualized yield
or a subaccount refers to income generated by the subaccount during a 30-day or
one-month period is assumed to be generated each period over a 12-month period.
 
The yield is computed by: 1) dividing net investment income of the Investment
Option attributable to the subaccount units less subaccount expenses for the
period; by 2) the maximum offering price per unit on the last day of the period
times the daily average number of units outstanding for the period; by 3)
compounding that yield for a six-month period; and by 4) multiplying that result
by 2. Expenses attributable to the subaccount include the annual administrative
fee and the mortality and expense risk charge. The yield calculation assumes an
administrative fee of $45 per year per Contract deducted at the beginning of
each Contract year. For purposes of calculating the 30-day or one-month yield,
an average administrative fee per dollar of Contract value in the Account issued
to determine the amount of the charge attributable to the subaccount for the
30-day or one-month period. The 30-day or one-month yield is calculated
according to the following formula:
 
<TABLE>
<S>        <C>        <C>
Yield      =          2 X ((NI - ES)/(U X UV)) + 1)6 - 1
Where:
NI         =          net income of the Investment Option for the 30-day or one-month period attributable
                      to the subaccount's units.
ES         =          expenses of the subaccount for the 30-day or one-month period.
U          =          the average number of units outstanding.
UV         =          the unit value at the close of the last day in the 30-day one-month period.
</TABLE>
 
                                       3
<PAGE>
Because of the charges and deductions imposed under the Contracts, the yield for
the subaccount will be lower that the yield for the corresponding Investment
Option.
 
The yield on the amounts held in the subaccounts normally will fluctuate over
time. THEREFORE, THE DISCLOSED YIELD FOR ANY GIVEN PAST PERIOD IS NOT AN
INDICATION OR REPRESENTATION OF FUTURE YIELDS OR RATES OF RETURN. A subaccount's
actual yield is affected by the types and quality of Investment Option
securities held by the corresponding Investment Option and its operating
expenses.
 
Yield calculations do not take into account the Surrender Charge under the
Contract equal to 1% to 8.5% of the amount withdrawn or surrendered during the
first nine Contract years. For partial withdrawals in each Contract year after
the first Contract year, up to 10% of the accumulated value on the most recent
Contract Anniversary may be withdrawn without a current surrender charge.
 
AVERAGE ANNUAL TOTAL RETURNS
 
From time to time, sales literature or advertisements may also quote average
annual total returns for one or more of the subaccounts for various periods of
time.
 
When a subaccount has been in operation for 1, 5 and 10 years, respectively, the
average annual total return for these periods will be provided. Average annual
total returns for other periods of time may, from time to time, also be
disclosed.
 
Standard average annual total returns represent the average annual compounded
rates of return that would equate an initial investment of $1,000 under a
Contract to the redemption value of that investment as of the last day of each
of the periods. The ending date for each period for which total return
quotations are provided will be for the most recent month-end practicable,
considering the type and media of the communication that will be stated in the
communication.
 
Standard average annual total returns will be calculated using subaccount unit
values which the Company calculates on each valuation day based on the
performance of the subaccount's underlying portfolio, the deductions for the
mortality and expense risk charge, and the annual administrative fee. The
calculation assumes that the administrative fee is $45 per year per Contract
deducted at the beginning of each Contract year. For purposes of calculating
average annual total return, an average per dollar administrative fee
attributable to the hypothetical account for the period is used.
 
                                       4
<PAGE>
The calculation also assumes surrender of the Contract at the end of the period
for the return quotation. Total returns will therefore reflect a deduction of
the surrender charge for any period less than ten years. The total return will
then be calculated according to the following formula:
 
<TABLE>
<S>        <C>        <C>
TR = ((ERV/P)/N)-1
Where:
TR         =          the average annual total return net of subaccount recurring charges.
EHV        =          the ending redeemable value (net of any applicable surrender charge) of the
                      hypothetical account at the end of the period.
P          =          a hypothetical initial payment of $1,000.
N          =          the number of years in the period.
</TABLE>
 
From time to time, sales literature or advertisements may also quote average
annual total returns for periods prior to the date the Account commenced
operations. Such performance information for the subaccounts will be calculated
based on the performance of the Investment Option and the assumption that the
subaccounts were in existence for the same periods as those indicated for the
Investment Option, with the level of Contract charges that were in effect at the
inception of the subaccounts.
 
Such average annual total return information for the Subaccounts is as follows:
 
   
<TABLE>
<CAPTION>
                                                                FOR THE          FOR THE          FOR THE       FOR THE PERIOD FROM
                                                             1-YEAR PERIOD    5-YEAR PERIOD   10-YEAR PERIOD   DATE OF INCEPTION OF
                                                                 ENDED            ENDED            ENDED         INVESTMENT OPTION
                        SUBACCOUNT                             12/31/97         12/31/97         12/31/97           TO 12/31/97
- ----------------------------------------------------------  ---------------  ---------------  ---------------  ---------------------
<S>                                                         <C>              <C>              <C>              <C>
EquiTrust Variable Insurance Series Fund
  Value Growth............................................         (1.25)%          11.91%           10.78%               7.66%
  High Grade Bond.........................................          2.69             5.73             7.60                8.07
  High Yield Bond.........................................          4.52             8.84             9.83               10.04
  Money Market (1)........................................         (2.48)            2.41               --                3.19
  Blue Chip (2)...........................................         19.86            17.30               --               18.02
T. Rowe Price Equity Series, Inc.
  Equity Income (3).......................................         28.85               --               --               23.73
  Mid-Cap Growth (4)......................................         18.80               --               --               18.80
  New America Growth (3)..................................         21.12               --               --               23.66
  Personal Strategy Balanced (5)..........................         18.04               --               --               20.13
T. Rowe Price International Series, Inc.
  International Stock (3).................................          3.09               --               --                8.07
Dreyfus Variable Investment Fund
  Capital Appreciation Portfolio (6)......................         28.05               --               --               19.87
  Disciplined Stock Portfolio (7).........................         31.51               --               --               30.67
  Growth and Income Portfolio (8).........................         16.21               --               --               24.64
  International Equity Portfolio (8)......................          9.61               --               --                7.13
  Small Cap Portfolio (9).................................         16.75            26.14               --               43.96
</TABLE>
    
 
- ------------------------
(1) The Money Market Portfolio commenced operations on February 20, 1990.
 
(2) The Blue Chip Portfolio commenced operations on October 15, 1990.
 
(3) The Equity Income, New America Growth and International Stock Portfolios
    commenced operations on March 31, 1994.
 
(4) The Mid-Cap Growth Portfolio commenced operations on December 31, 1996.
 
(5) The Personal Strategy Balanced Portfolio commenced operations on December
    30, 1994.
 
(6) The Capital Appreciation Portfolio commenced operations on April 5, 1993.
 
   
(7) The Disciplined Stock Investment Portfolio commenced operations on April 30,
    1996.
    
 
(8) The Growth and Income and International Equity Portfolios commenced
    operations on May 2, 1994.
 
(9) The Small Cap Portfolio commenced operations on August 31, 1990.
 
                                       5
<PAGE>
OTHER TOTAL RETURNS
 
From time to time, sales literature or advertisements may also quote average
annual total returns that do not reflect the surrender charge. These are
calculated in exactly the same way as average annual total returns described
above, except that the ending redeemable value of the hypothetical account for
the period is replaced with an ending value for the period that does not take
into account any charges on amounts surrendered or withdrawn.
 
The Company may disclose cumulative total returns in conjunction with the
standard formats described above. The cumulative total returns will be
calculated using the following formula:
 
<TABLE>
<S>        <C>        <C>
CTR = (ERV/P) - 1
Where:
CTR        =          The cumulative total return net of subaccount recurring charges for the period.
ERV        =          The ending redeemable value of the hypothetical investment at the end of the
                      period.
P          =          A hypothetical single payment of $1,000.
</TABLE>
 
EFFECT OF THE ADMINISTRATIVE FEE ON PERFORMANCE DATA
 
The Contract provides for a $45 annual administrative fee to be deducted
annually at the beginning of each Contract Year, from the subaccounts and the
Declared Interest Option based, on the proportion that the value of each such
account bears to the total cash value. For purposes of reflecting the
administrative fee in yield and total return quotations, the annual charge is
converted into a per-dollar per-day charge based on the average contract value
in the Account of all Contracts on the last day of the period for which
quotations are provided. The per-dollar per-day average charge will then be
adjusted to reflect the basis upon which the particular quotation is calculated.
 
                                 LEGAL MATTERS
 
All matters relating to Iowa law pertaining to the Contracts, including the
validity of the Contracts and the Company's authority to issue the Contracts,
have been passed upon by Stephen M. Morain, Esquire, Senior Vice President and
General Counsel of the Company. Sutherland, Asbill & Brennan LLP, Washington
D.C. has provided advice on certain matters relating to the federal securities
laws.
 
                                       6
<PAGE>
                                    EXPERTS
 
The statutory-basis financial statements of the Company at December 31, 1997 and
1996 and for the years then ended, appearing herein, have been audited by Ernst
& Young LLP, independent auditors, as set forth in their report thereon
appearing elsewhere herein, and are included in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.
 
                               OTHER INFORMATION
 
A registration statement has been filed with the SEC under the Securities Act of
1933 as amended, with respect to the Contracts discussed in this Statement of
Additional Information. Not all the information set forth in the registration
statement, amendments and exhibits thereto has been included in this Statement
of Additional Information. Statements contained in this Statement of Additional
Information concerning the content of the Contracts and other legal instruments
are intended to be summaries. For a complete statement of the terms of these
documents, reference should be made to the instruments filed with the SEC.
 
                              FINANCIAL STATEMENTS
 
The Company's financial statements included in this Statement of Additional
Information should be considered only as bearing on the Company's ability to
meet its obligations under the Contracts. They should not be considered as
bearing on the investment performance of the assets held in the Account.
 
                                       7


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