JNLNY SEPARATE ACCOUNT II, N-4, 1999-09-10

JNLNY SEPARATE ACCOUNT II
N-4, 1999-09-10

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As filed with the Securities and Exchange Commission on September 10, 1999.
1933 Act File No:
----------
1940 Act File No:
----------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. [ ]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. [X]

JNLNY Separate Account II
- --------------------------------------------------------------------------------
(Exact Name of Registrant)

Jackson National Life Insurance Company of New York
- --------------------------------------------------------------------------------
(Name of Depositor)

2900 Westchester Avenue, Purchase, New York 10577
- --------------------------------------------------------------------------------
(Address of Depositor's Principal Executive Offices)

Depositor's Telephone Number, including Area Code:
(888) 367-5651
- --------------------------------------------------------------------------------
With a copy to:
Thomas J. Meyer Judith A. Hasenauer
Vice Pres. & General Counsel Principal
Jackson National Life Insurance Blazzard, Grodd &
Company of New York Hasenauer, P.C.
5901 Executive Dr. P.O. Box 5108
Lansing, MI 48911 Westport, CT 06881
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: (Upon the effective date of this
Registration Statement)

Title of Securities Being Registered:
Individual Deferred Variable Annuity Contracts

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
JNLNY SEPARATE ACCOUNT II
REFERENCE TO ITEMS REQUIRED BY FORM N-4

Caption in Prospectus or
Statement of Additional
Information relating to
N-4 Item each Item
- -------- ------------------------
Part A. Information Required in a Prospectus Prospectus
- ------- ------------------------------------ ----------

1. Cover Page Cover Page

2. Definitions Not Applicable

3. Synopsis Key Facts; Fee Tables

4. Condensed Financial Information Fee Table; Advertising;
Appendix A

5. General Description of Registrant, The Company; The
Depositor and Portfolio Companies Separate Account;
Investment Portfolios

6. Deductions Contract Charges

7. General Description of Variable The Annuity Contract;
Annuity Contracts Purchases; Transfers;
Access To Your Money;
Income Payments (The
Income Phase); Death
Benefit; Other
Information

8. Annuity Period Income Payments (The
Income Phase)

9. Death Benefit Death Benefit

10. Purchases and Contract Value Purchases

11. Redemptions Access To Your Money

12. Taxes Taxes

13. Legal Proceedings Other Information

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

Information Required in a Statement Statement of
Part B. of Additional Information Additional Information
- ------- ------------------------- ----------------------

15. Cover Page Cover Page

16. Table of Contents Table of Contents

17. General Information and History General Information
and History

18. Services Services

19. Purchase of Securities Being Offered Purchase of Securities
Being Offered

20. Underwriters Underwriters

21. Calculation of Performance Data Calculation of
Performance

22. Annuity Payments Income Payments; Net
Investment Factor

23. Financial Statements Financial Statements

Part C.
- -------

Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C of this Amendment to Registration Statement.
<PAGE>
THE PERSPECTIVE ADVISORS
FIXED AND VARIABLE ANNUITY

ISSUED BY JACKSON NATIONAL LIFE INSURANCE COMPANY OF NEW YORK AND JNLNY SEPARATE
ACCOUNT II
o Individual, flexible premium deferred annuity
o 2 guaranteed accounts which offer an interest rate that is guaranteed by
Jackson National Life Insurance Company of New York (Jackson National NY)

o Investment portfolios which purchase shares of the following series of
mutual funds:

JNL Series Trust
JNL/Alliance Growth Series
JNL/J.P. Morgan International & Emerging Markets Series
JNL/Janus Aggressive Growth Series
JNL/Janus Global Equities Series
JNL/PIMCO Total Return Bond Series
JNL/Putnam Growth Series
JNL/Putnam Value Equity Series
JNL/S&P Conservative Growth Series II
JNL/S&P Moderate Growth Series II
JNL/S&P Aggressive Growth Series II
JNL/S&P Very Aggressive Growth Series II
JNL/S&P Equity Growth Series II
JNL/S&P Equity Aggressive Growth Series II
Goldman Sachs/JNL Growth & Income Series
Lazard/JNL Small Cap Value Series
Lazard/JNL Mid Cap Value Series
PPM America/JNL Money Market Series
Salomon Brothers/JNL Balanced Series
Salomon Brothers/JNL Global Bond Series
Salomon Brothers/JNL High Yield Bond Series
T. Rowe Price/JNL International Equity Investment Series
T. Rowe Price/JNL Mid-Cap Growth Series

Please read this prospectus before you purchase a Perspective Advisors Fixed and
Variable Annuity. It contains important information about the contract that you
ought to know before investing. You should keep this prospectus on file for
future reference.

To learn more about the Perspective Advisors Fixed and Variable Annuity
contract, you can obtain a free copy of the Statement of Additional Information
(SAI) dated ________________, 1999, by calling Jackson National NY at (800)
599-5651 or by writing Jackson National NY at: Annuity Service Center, P.O. Box
0809, Denver, Colorado 80263-0809. The SAI has been filed with the Securities
and Exchange Commission (SEC) and is legally a part of this prospectus. The
Table of Contents of the SAI appears at the end of this prospectus. The SEC
maintains a website (http://www.sec.gov) that contains the SAI, material
incorporated by reference and other information regarding registrants that file
electronically with the SEC.

THE SEC HAS NOT APPROVED OR DISAPPROVED THE PERSPECTIVE ADVISORS FIXED AND
VARIABLE ANNUITY OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. IT IS A
CRIMINAL OFFENSE TO REPRESENT OTHERWISE.

NOT FDIC INSURED
MAY LOSE VALUE
NO BANK GUARANTEE

________________________, 1999

<PAGE>

TABLE OF CONTENTS

Key Facts

Fee Table

The Annuity Contract

The Company

The Guaranteed Accounts

The Separate Account

Investment Portfolios

Contract Charges

Purchases

Transfers

Access to Your Money

Income Payments (The Income Phase)

Death Benefit

Taxes

Other Information

Table of Contents of the Statement of Additional Information

<PAGE>

KEY FACTS

ANNUITY SERVICE CENTER: 1 (800) 599-5651

Mail Address: P.O. Box 0809, Denver, Colorado 80263-0809
Delivery Address: 8055 East Tufts Avenue, Second Floor,
Denver, Colorado 80237

INSTITUTIONAL MARKETING
GROUP SERVICE CENTER: 1 (800) 777-7779
Mail Address: P.O. Box 30386, Lansing, Michigan 48909-9692
Delivery Address: 5901 Executive Drive, Lansing, Michigan
48911 Attn: IMG

HOME OFFICE: 2900 Westchester Avenue, Purchase, New York
10577

THE ANNUITY CONTRACT The fixed and variable annuity contract
offered by Jackson National NY provides a
means for investing on a tax-deferred basis
in the guaranteed accounts of Jackson
National NY and the investment portfolios.
The contract is intended for retirement
savings or other long-term investment
purposes and provides for a death benefit
and income options.

INVESTMENT OPTIONS You can put money into any of the guaranteed
accounts and/or the investment portfolios
but you may not put your money in more than
eighteen of the investment options
(including both the guaranteed accounts and
the investment portfolios) during the life
of your contract.

EXPENSES The contract has insurance features and
investment features, and there are costs
related to each.

Jackson National NY makes a deduction for
its insurance charges which is equal to
1.50% of the daily value of the contracts
invested in the investment portfolios.
During the accumulation phase, Jackson
National NY deducts a $30 annual contract
maintenance charge from your contract.

There are also investment charges which
range, on an annual basis, from .20% to
1.18% of the average daily value of the
series, depending on the series.

PURCHASES Under most circumstances, you can buy a
contract for $25,000 or more. You can add
$5,000 or more ($2,000 or more for a
qualified plan contract) at any time during
the accumulation phase.

ACCESS TO YOUR MONEY You can take money out of your contract
during the accumulation phase. You may have
to pay income tax and a tax penalty on any
money you take out.

INCOME PAYMENTS You may choose to receive regular income
from your annuity. During the income phase,
you have the same investment choices you had
during the accumulation phase.

DEATH BENEFIT If you die before moving to the income
phase, the person you have chosen as your
beneficiary will receive a death benefit.

FREE LOOK You may return your contract to the selling
agent or to Jackson National NY within
twenty days after receiving it. Jackson
National NY will return the contract value
in the investment portfolios plus any fees
and expenses deducted from the premium
allocated to the investment portfolios plus
the full amount of premium you allocated to
the guaranteed accounts. We will determine
the contract value in the investment
portfolios as of the date you mail the
contract to us or the date you return it to
the selling agent. Jackson National NY will
return premium payments where required by
law.

TAXES The Internal Revenue Code provides that you
will not be taxed on the earnings on the
money held in your contract until you take
money out (this is referred to as
tax-deferral). There are different rules as
to how you will be taxed depending on how
you take the money out and the type of
contract you have (non-qualified or
qualified).

<PAGE>

FEE TABLE

OWNER TRANSACTION EXPENSES

Withdrawal Charge:
None

Transfer Fee:
$25 for each transfer in excess of 15 in a contract year

Contract Maintenance Charge:
$30 per contract per year

SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage of average account value)
Mortality and Expense Risk Charges 1.35%
Administration Charge .15%
Total Separate Account Annual Expenses 1.50%

SERIES ANNUAL EXPENSES
(as a percentage of series average net assets)

Management
and Total
Administrative Other Series
Fee Expenses Annual
Expenses
- ------------------------------------------------------------------ --------------- ----------- -------------
<S> <C> <C> <C>
JNL/Alliance Growth Series .875% 0% .875%
JNL/J.P. Morgan International & Emerging Markets Series 1.075% 0% 1.075%
JNL/Janus Aggressive Growth Series 1.05% 0% 1.05%
JNL/Janus Global Equities Series 1.09% 0% 1.09%
JNL/PIMCO Total Return Bond Series .80% 0% .80%
JNL/Putnam Growth Series 1.00% 0% 1.00%
JNL/Putnam Value Equity Series 1.00% 0% 1.00%
JNL/S&P Conservative Growth Series II* .20% 0% .20%
JNL/S&P Moderate Growth Series II* .20% 0% .20%
JNL/S&P Aggressive Growth Series II* .20% 0% .20%
JNL/S&P Very Aggressive Growth Series II* .20% 0% .20%
JNL/S&P Equity Growth Series II* .20% 0% .20%
JNL/S&P Equity Aggressive Growth Series II* .20% 0% .20%
Goldman Sachs/JNL Growth & Income Series 1.025% 0% 1.025%
Lazard/JNL Small Cap Value Series 1.15% 0% 1.15%
Lazard/JNL Mid Cap Value Series 1.075% 0% 1.075%
PPM America/JNL Money Market Series .70% 0% .70%
Salomon Brothers/JNL Balanced Series .90% 0% .90%
Salomon Brothers/JNL Global Bond Series .95% 0% .95%
Salomon Brothers/JNL High Yield Bond Series .90% 0% .90%
T. Rowe Price/JNL International Equity Investment Series 1.18% 0% 1.18%
T. Rowe Price/JNL Mid-Cap Growth Series 1.05% 0% 1.05%
- -----------------------------------------------------------------------------------------------------
</TABLE>

Effective January 1, 1999, certain Series pay Jackson National Financial
Services, LLC, the adviser, an Administrative Fee of .10% for certain services
provided to the Trust by Jackson National Financial Services, LLC. The JNL/S&P
Series do not pay an Administrative Fee. The Total Series Annual Expenses have
been restated to reflect the Administrative Fee.

* Underlying Series Expenses. The expenses shown above are the annual operating
expenses for the JNL/S&P Series. Because the JNL/S&P Series invest in other
Series of the JNL Series Trust, the JNL/S&P Series will indirectly bear their
pro rata share of fees and expenses of the underlying Series in addition to the
expenses shown.

The table below shows the pro rata share of expenses that the JNL/S&P Series
would bear if they invested in a hypothetical mix of underlying Series. The
table below includes the annual operating expenses for the JNL/S&P Series, which
are shown above. The actual expenses of each JNL/S&P Series will be based on the
actual mix of underlying Series in which it invests. The actual expenses may be
greater or less than those shown.

JNL/S&P Conservative Growth Series II....................... 1.147%
JNL/S&P Moderate Growth Series II........................... 1.170%
JNL/S&P Aggressive Growth Series II......................... 1.208%
JNL/S&P Very Aggressive Growth Series II.................... 1.219%
JNL/S&P Equity Growth Series II............................. 1.234%
JNL/S&P Equity Aggressive Growth Series II.................. 1.227%

EXAMPLES. You would pay the following expenses on a $1,000 investment, assuming
a 5% annual return on assets.
<TABLE>
<CAPTION>

Time Periods
- --------------------------------------------------------------------------------------------------
1 3
year years
- -------------------------------------------------------------------------------- ------- ---------

<S> <C> <C>
JNL/Alliance Growth Portfolio $24 $75
JNL/J.P. Morgan International & Emerging Markets Portfolio 26 81
JNL/Janus Aggressive Growth Portfolio 26 80
JNL/Janus Global Equities Portfolio 26 81
JNL/PIMCO Total Return Bond Portfolio 24 72
JNL/Putnam Growth Portfolio 26 78
JNL/Putnam Value Equity Portfolio 26 78
JNL/S&P Conservative Growth Portfolio II 17 54
JNL/S&P Moderate Growth Portfolio II 17 54
JNL/S&P Aggressive Growth Portfolio II 17 54
JNL/S&P Very Aggressive Growth Portfolio II 17 54
JNL/S&P Equity Growth Portfolio II 17 54
JNL/S&P Equity Aggressive Growth Portfolio II 17 54
Goldman Sachs/JNL Growth & Income Portfolio 26 79
Lazard/JNL Small Cap Value Portfolio 27 83
Lazard/JNL Mid Cap Value Portfolio 26 81
PPM America/JNL Money Market Portfolio 23 69
Salomon Brothers/JNL Balanced Portfolio 25 75
Salomon Brothers/JNL Global Bond Portfolio 25 77
Salomon Brothers/JNL High Yield Bond Portfolio 25 75
T. Rowe Price/JNL International Equity Investment Portfolio 27 84
T. Rowe Price/JNL Mid-Cap Growth Portfolio 26 80
- --------------------------------------------------------------------------------------------------
</TABLE>

EXPLANATION OF FEE TABLE AND EXAMPLES. The purpose of the Fee Table and Examples
is to assist you in understanding the various costs and expenses that you will
bear directly or indirectly. The Fee Table reflects the expenses of the separate
account and the series. Premium taxes may also apply.

The Examples reflect the contract maintenance charge which is determined by
dividing the total amount of such charges expected to be collected during the
year by the total estimated average net assets of the investment portfolios.

THE EXAMPLE DOES NOT REPRESENT PAST OR FUTURE EXPENSES. THE ACTUAL EXPENSES THAT
YOU INCUR MAY BE GREATER OR LESS THAN THOSE SHOWN.

FINANCIAL STATEMENTS. An accumulation unit value history is contained in
Appendix A.

You can find the following financial statements in the SAI:

o the financial statements of Jackson National NY for the year ended December
31, 1998

The financial statements of Jackson National NY for the year ended December 31,
1998, have been audited by PricewaterhouseCoopers LLP, independent accountants.

<PAGE>

THE ANNUITY CONTRACT

The fixed and variable annuity contract offered by Jackson National NY is a
contract between you, the owner, and Jackson National NY, an insurance company.
The contract provides a means for investing on a tax-deferred basis in
guaranteed accounts and investment portfolios. The contract is intended for
retirement savings or other long-term investment purposes and provides for a
death benefit and guaranteed income options.

The contract, like all deferred annuity contracts, has two phases: (1) the
accumulation phase, and (2) the income phase. During the accumulation phase,
earnings accumulate on a tax-deferred basis and are taxed as income when you
make a withdrawal.

The contract offers guaranteed accounts. The guaranteed accounts offer an
interest rate that is guaranteed by Jackson National NY for the duration of the
guaranteed account period. While your money is in a guaranteed account, the
interest your money earns and your principal are guaranteed by Jackson National
NY. The value of a guaranteed account may be reduced if you make a withdrawal
prior to the end of the guaranteed account period, but will never be less than
the premium payments accumulated at 3% per year. If you choose to have your
annuity payments come from the guaranteed accounts, your payments will remain
level throughout the entire income phase.

The contract also offers investment portfolios. The investment portfolios are
designed to offer a higher return than the guaranteed accounts. HOWEVER, THIS IS
NOT GUARANTEED. IT IS POSSIBLE FOR YOU TO LOSE YOUR MONEY. If you put money in
the investment portfolios, the amount of money you are able to accumulate in
your contract during the accumulation phase depends upon the performance of the
investment portfolios you select. The amount of the income payments you receive
during the income phase also will depend, in part, on the performance of the
investment portfolios you choose for the income phase.

The owner (or the joint owners) can exercise all the rights under the contract.
You can assign the contract at any time before the income date but Jackson
National NY will not be bound until it receives written notice of the
assignment.

THE COMPANY

Jackson National NY is a stock life insurance company organized under the laws
of the state of New York in July 1995. Its legal domicile and principal business
address is 2900 Westchester Avenue, Purchase, New York 10577. Jackson National
NY is admitted to conduct life insurance and annuity business in the states of
New York and Michigan. Jackson National NY is ultimately a wholly-owned
subsidiary of Prudential plc (London, England).

Jackson National NY has responsibility for administration of the contracts and
the Separate Account. We maintain records of the name, address, taxpayer
identification number and other pertinent information for each contract owner
and the number and type of contracts issued to each contract owner, and records
with respect to the value of each contract.

THE GUARANTEED ACCOUNTS

If you select a guaranteed account, your money will be placed with Jackson
National NY's other assets. The guaranteed accounts are not registered with the
SEC and the SEC does not review the information we provide to you about the
guaranteed accounts. Your contract contains a more complete description of the
guaranteed accounts.

THE SEPARATE ACCOUNT

The JNLNY Separate Account II was established by Jackson National NY on November
10, 1998, pursuant to the provisions of New York law, as a segregated asset
account of the company. The separate account meets the definition of a "separate
account" under the federal securities laws and is registered with the SEC as a
unit investment trust under the Investment Company Act of 1940, as amended.

The assets of the separate account legally belong to Jackson National NY and the
obligations under the contracts are obligations of Jackson National NY. However,
the contract assets in the separate account are not chargeable with liabilities
arising out of any other business Jackson National NY may conduct. All of the
income, gains and losses resulting from these assets are credited to or charged
against the contracts and not against any other contracts Jackson National NY
may issue.

The separate account is divided into investment portfolios. Jackson National NY
does not guarantee the investment performance of the separate account or the
investment portfolios.

INVESTMENT PORTFOLIOS

You can put money in any or all of the investment portfolios; however, you may
not allocate your money to more than eighteen investment options during the life
of your contract. The investment portfolios purchase shares of the following
series of mutual funds:

The series are described in the attached prospectus for the JNL Series Trust.
Jackson National Financial Services, LLC serves as investment adviser for all of
the series. The sub-adviser for each series is listed in the following table:

Sub-Adviser Series
- ----------- ------

Alliance Capital Management L.P. JNL/Alliance Growth Series

J.P. Morgan Investment Management Inc. JNL/J.P. Morgan International &
Emerging Markets Series

Janus Capital Corporation JNL/Janus Aggressive Growth Series
JNL/Janus Global Equities Series

Pacific Investment Management Company JNL/PIMCO Total Return Bond Series

Putnam Investment Management, Inc. JNL/Putnam Growth Series
JNL/Putnam Value Equity Series

Standard & Poor's Investment
Advisory Services, Inc. JNL/S&P Conservative Growth Series II
JNL/S&P Moderate Growth Series II
JNL/S&P Aggressive Growth Series II
JNL/S&P Very Aggressive Growth
Series II
JNL/S&P Equity Growth Series II
JNL/S&P Equity Aggressive Growth
Series II

Goldman Sachs Asset Management Goldman Sachs/JNL Growth & Income
Series

Lazard Asset Management Lazard/JNL Small Cap Value Series
Lazard/JNL Mid Cap Value Series

PPM America, Inc. PPM America/JNL Money Market Series

Salomon Brothers Asset Management Inc Salomon Brothers/JNL Balanced Series
Salomon Brothers/JNL Global Bond
Series
Salomon Brothers/JNL High Yield Bond
Series

Rowe Price-Fleming International, Inc. T. Rowe Price/JNL International Equity
Investment Series

T. Rowe Price Associates, Inc. T. Rowe Price/JNL Mid-Cap Growth
Series

Depending on market conditions, you can make or lose money in any of the
investment portfolios. You should read the prospectus for the JNL Series Trust
carefully before investing. Additional investment portfolios may be available in
the future.

VOTING RIGHTS. To the extent required by law, Jackson National NY will obtain
from you and other owners of the contracts instructions as to how to vote when
the series solicits proxies in conjunction with a vote of shareholders. When
Jackson National NY receives instructions, we will vote all the shares Jackson
National NY owns in proportion to those instructions.

SUBSTITUTION. Jackson National NY may be required to substitute an investment
portfolio with another portfolio. We will not do this without the prior approval
of the SEC. Jackson National NY will give you notice of our intent to do this.

CONTRACT CHARGES

There are charges and other expenses associated with the contracts that reduce
the return on your investment in the contract. These charges may be a lesser
amount where required by state law or as described below, but will not be
increased. These charges and expenses are:

INSURANCE CHARGES. Each day Jackson National NY makes a deduction for its
insurance charges. We do this as part of our calculation of the value of the
accumulation units and annuity units. On an annual basis, this charge equals
1.50% of the daily value of the contracts invested in an investment portfolio,
after expenses have been deducted.

This charge is for the mortality risks, expense risks and administrative
expenses assumed by Jackson National NY. The mortality risks that Jackson
National NY assumes arise from our obligations under the contracts:

o to make income payments for the life of the annuitant during the income
phase;
o to waive the withdrawal charge in the event of your death; and
o to provide both a standard and an enhanced death benefit prior to the
income date.

The expense risk that Jackson National NY assumes is the risk that our actual
cost of administering the contracts and the investment portfolios will exceed
the amount that we receive from the administration charge and the contract
maintenance charge.

CONTRACT MAINTENANCE CHARGE. During the accumulation phase, Jackson National NY
deducts a $30 annual contract maintenance charge on each anniversary of the date
on which your contract was issued. If you make a complete withdrawal from your
contract, the contract maintenance charge will also be deducted. This charge is
for administrative expenses.

Jackson National NY will not deduct this charge, if when the deduction is to be
made, the value of your contract is $50,000 or more. Jackson National NY may
discontinue this practice at any time.

TRANSFER FEE. A transfer fee of $25 will apply to transfers in excess of 15 in a
contract year. Jackson National NY may waive the transfer fee in connection with
pre-authorized automatic transfer programs, or may charge a lesser fee where
required by state law.

OTHER EXPENSES. Jackson National NY pays the operating expenses of the Separate
Account.

There are deductions from and expenses paid out of the assets of the series.
These expenses are described in the attached prospectus for the JNL Series
Trust.

PREMIUM TAXES. Some states and other governmental entities charge premium taxes
or other similar taxes. Jackson National NY is responsible for the payment of
these taxes and may make a deduction from the value of the contract for them.
Premium taxes generally range from 0% to 4% depending on the state. New York
does not currently impose a premium tax on annuity premiums.

INCOME TAXES. Jackson National NY will make a deduction from the contract for
any income taxes which it incurs because of the contract. Currently, we are not
making any such deduction.

DISTRIBUTION OF CONTRACTS. Jackson National Life Distributors, Inc., located at
401 Wilshire Boulevard, Suite 1200, Santa Monica, California 90401, serves as
the distributor of the contracts. Jackson National Life Distributors, Inc. and
Jackson National NY are wholly-owned subsidiaries of Jackson National Life
Insurance Company.

Commissions will be paid to broker-dealers who sell the contracts. While
commissions may vary, they are not expected to exceed 8% of any premium payment.
Under certain circumstances, Jackson National NY may pay bonuses, overrides, and
marketing allowances, in addition to the standard commissions. Jackson National
NY may under certain circumstances where permitted by applicable law, pay a
bonus to a contract purchaser to the extent the broker-dealer waives its
commission. Jackson National NY may use any of its corporate assets to cover the
cost of distribution, including any profit from the contract insurance charges.

PURCHASES

MINIMUM INITIAL PREMIUM:

o $25,000 under most circumstances

The maximum we accept without our prior approval is $1 million.

MINIMUM ADDITIONAL PREMIUMS:

o $5,000 for a non-qualified plan contract
o $2,000 for a qualified plan contract
o $50 under the automatic payment plan

You can pay additional premiums at any time during the accumulation phase.

The minimum that you may allocate to a guaranteed account or investment
portfolio is $100. There is a $100 minimum balance requirement for each
guaranteed account and investment portfolio.

When you purchase a contract, Jackson National NY will allocate your premium to
one or more of the guaranteed accounts and/or the investment portfolios you have
selected. Your allocations must be in whole percentages ranging from 0% to 100%.
Jackson National NY will allocate additional premiums in the same way unless you
tell us otherwise.

There may be more than eighteen investment options (including guaranteed
accounts and investment portfolios) available under the contract; however, you
may not allocate your money to more than eighteen investment options during the
life of your contract.

Jackson National NY will issue your contract and allocate your first premium
within 2 business days after we receive your first premium and all information
required by us for purchase of a contract. If we do not receive all of the
required information, we will contact you to get the necessary information. If
for some reason Jackson National NY is unable to complete this process within 5
business days, we will either return your money or get your permission to keep
it until we receive all of the required information.

The Jackson National NY business day closes when the New York Stock Exchange
closes, usually 4:00 p.m. Eastern time.

ACCUMULATION UNITS. The contract value allocated to the investment portfolios
will go up or down depending on the performance of the portfolios. In order to
keep track of the value of your contract, Jackson National NY uses a unit of
measure called an accumulation unit. (An accumulation unit is similar to a share
of a mutual fund.) During the income phase it is called an annuity unit.

Every business day Jackson National NY determines the value of an accumulation
unit for each of the investment portfolios. This is done by:

1. determining the total amount of money invested in the particular
investment portfolio;

2. subtracting any insurance charges and any other charges, such as
taxes;

3. dividing this amount by the number of outstanding accumulation units.

The value of an accumulation unit may go up or down from day to day.

When you make a premium payment, Jackson National NY credits your contract with
accumulation units. The number of accumulation units credited is determined at
the close of Jackson National NY's business day by dividing the amount of the
premium allocated to any investment portfolio by the value of the accumulation
unit for that investment portfolio.

TRANSFERS

You can transfer money between guaranteed accounts and investment portfolios
during the accumulation phase. During the income phase, you can transfer money
between investment portfolios.

You can make 15 transfers every year during the accumulation phase without
charge. The minimum amount that you can transfer is $100 (unless the transfer is
made under a pre-authorized automatic transfer program). If the remaining value
in a guaranteed account or investment portfolio would be less than $100 after a
transfer, you must transfer the entire value or you may not make the transfer.

TELEPHONE TRANSACTIONS. You may make transfers by telephone, unless you elect
not to have this privilege. When authorizing a transfer, you must complete your
telephone call by the close of Jackson National NY's business day (usually 4:00
p.m. Eastern time) in order to receive that day's accumulation unit value for an
investment portfolio.

Jackson National NY has procedures which are designed to provide reasonable
assurance that telephone authorizations are genuine. Our procedures include
requesting identifying information and tape recording telephone communications.
Jackson National NY and its affiliates disclaim all liability for any claim,
loss or expense resulting from any alleged error or mistake in connection with a
telephone transfer which was not properly authorized by you. However, if Jackson
National NY fails to employ reasonable procedures to ensure that all telephone
transfers are properly authorized, we may be held liable for such losses.
Jackson National NY reserves the right to modify or discontinue at any time and
without notice the acceptance of instructions from someone other than you and/or
the telephone transfer privilege.

ACCESS TO YOUR MONEY

You can have access to the money in your contract:

o by making either a partial or complete withdrawal, or
o by electing to receive income payments.

Your beneficiary can have access to the money in your contract when a death
benefit is paid.

When you make a complete withdrawal you will receive:
1. the value of the contract on the day you made the withdrawal;
2. less any premium tax; and
3. less any contract maintenance charge.

Your withdrawal request must be in writing. Jackson National NY will accept
withdrawal requests submitted via facsimile. There are risks associated with not
requiring original signatures in order to disburse contract holder monies.

Except in connection with the systematic withdrawal program, you must withdraw
at least $500 or, if less, the entire amount in the guaranteed account or
investment portfolio from which you are making the withdrawal. After your
withdrawal, you must have at least $100 left in the guaranteed account or
investment portfolio.

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

There are limitations on withdrawals from a qualified contract referred to as a
403(b) annuity. See "Taxes."

SYSTEMATIC WITHDRAWAL PROGRAM. You can arrange to have money automatically sent
to you periodically while your contract is still in the accumulation phase. You
will have to pay taxes on money you receive and withdrawals you make before you
reach 59 1/2 may be subject to a 10% tax penalty.

We reserve the right to charge a fee for participation or to discontinue
offering this program in the future.

SUSPENSION OF WITHDRAWALS OR TRANSFERS. Jackson National NY may be required to
suspend or delay withdrawals or transfers from an investment portfolio when:

o the New York Stock Exchange is closed (other than customary weekend and
holiday closings);
o trading on the New York Stock Exchange is restricted;
o an emergency exists so that it is not reasonably practicable to dispose of
shares of the investment portfolios or determine investment portfolio
values;
o the SEC, by order, may permit for the protection of owners.

Jackson National NY has reserved the right to defer payment for a withdrawal or
transfer from the guaranteed accounts for the period permitted by law, but not
more than six months.

INCOME PAYMENTS (THE INCOME PHASE)

The income phase occurs when you begin receiving regular payments from your
contract. The income date is the month and year in which those payments begin.
You can choose the income date and an income option. The income options are
described below.

If you do not choose an income option, we will assume that you selected Option 3
which provides a life annuity with 120 months of guaranteed payments.

You can change the income date or income option at any time before the income
date. You must give us 7 days notice. Income payments must begin by your 90th
birthday under a non-qualified contract (or an earlier date under a qualified
contract if required by law, regulation or the applicable plan).

At the income date, you can choose whether payments will come from the
guaranteed accounts, the investment portfolios or both. Unless you tell us
otherwise, your income payments will be based on the investment allocations that
were in place on the income date.

You can choose to have income payments made monthly, quarterly, semi-annually,
or annually. However, if you have less than $2,000 to apply toward an income
option and state law permits, Jackson National NY may provide your payment in a
single lump sum. Likewise, if your first income payment would be less than $20
and state law permits, Jackson National NY may set the frequency of payments so
that the first payment would be at least $20.

INCOME PAYMENTS FROM INVESTMENT PORTFOLIOS. If you choose to have any portion of
your income payments come from the investment portfolio(s), the dollar amount of
your payment will depend upon three things:

1. the value of your contract in the investment portfolio(s) on the
income date;

2. the 4.5% assumed investment rate used in the annuity table for the
contract; and

3. the performance of the investment portfolios you selected.

Jackson National NY calculates the dollar amount of the first income payment
that you receive from the investment portfolios. We then use that amount to
determine the number of annuity units that you hold in each investment
portfolio. The amount of each subsequent income payment is determined by
multiplying the number of annuity units that you hold in an investment portfolio
by the annuity unit value for that investment portfolio.

The number of annuity units that you hold in each investment portfolio does not
change unless you reallocate your contract value among the investment
portfolios. The annuity unit value of each investment portfolio will vary based
on the investment performance of the series. If the actual investment
performance exactly matches the assumed rate at all times, the amount of each
income payment will remain equal. If the actual investment performance exceeds
the assumed rate, your income payments will increase. Similarly, if the actual
investment performance is less than the assumed rate, your income payments will
decrease.

INCOME OPTIONS. The annuitant is the person whose life we look to when we make
income payments. The following income options may not be available in all
states.

Option 1 - Life Income. This income option provides monthly payments for
the annuitant's life.

Option 2 - Joint and Survivor Annuity. This income option provides monthly
payments for the annuitant's life and for the life of another person.

Option 3 - Life Annuity With 120 or 240 Monthly Payments Guaranteed. This
income option provides monthly payments for the annuitant's life, but with
payments continuing to the owner for the remainder of 10 or 20 years (as you
select) if the annuitant dies before the end of the selected period.

Option 4 - Income for a Specified Period. This income option provides
monthly payments for any number of years from 5 to 30.

Additional Options - Other income options may be made available by Jackson
National NY.

If you choose Option 1, 2 or 3, you cannot make a withdrawal during the income
phase.

DEATH BENEFIT

The death benefit is calculated as of the date we receive complete claim forms
and proof of death from the beneficiary of record. The death benefit amount
remains in the separate account and/or the guaranteed account until distribution
begins. From the time the death benefit is determined until complete
distribution is made, any amount in the separate account will be subject to
investment risk, which is borne by the beneficiary.

DEATH OF OWNER BEFORE THE INCOME DATE. If you die before moving to the income
phase, the person you have chosen as your beneficiary will receive a death
benefit. If you have a joint owner, the death benefit will be paid when the
first joint owner dies, unless the joint owner is a spouse. The surviving joint
owner will be treated as the beneficiary. Any other beneficiary designated will
be treated as a contingent beneficiary.

The death benefit is the greater of:

1. the current value of your contract, or

2. the total premiums paid prior to the death of the owner, minus any
withdrawals, charges, fees and premium taxes incurred.

The entire death benefit must be paid within 5 years of the date of death unless
the beneficiary elects to have the death benefit payable under an income option.
The death benefit payable under an income option must be paid over the
beneficiary's lifetime or for a period not extending beyond the beneficiary's
life expectancy. Payments must begin within one year of the date of death.
Unless the beneficiary chooses to receive the death benefit in a single sum, the
beneficiary must elect an income option within the 60 day period beginning with
the date Jackson National NY receives proof of death. If the beneficiary chooses
to receive the death benefit in a single sum and all the necessary requirements
are met, Jackson National NY will pay the death benefit within 7 days. If the
beneficiary is your spouse, he/she can continue the contract in his/her own name
at the then current contract value.

DEATH OF OWNER ON OR AFTER THE INCOME DATE. If you or a joint owner die on or
after the income date, any remaining payments under the income option elected
will continue at least as rapidly as under the method of distribution in effect
at the date of death. If you die, the beneficiary becomes the owner. If the
joint owner dies, the surviving joint owner, if any, will be the designated
beneficiary. Any other beneficiary designation on record at the time of death
will be treated as a contingent beneficiary. A contingent beneficiary is
entitled to receive payment only after the beneficiary dies.

DEATH OF ANNUITANT. If the annuitant is not an owner or joint owner and the
annuitant dies before the income date, you can name a new annuitant. If you do
not name a new annuitant within 30 days of the death of the annuitant, you will
become the annuitant. However, if the owner is a non-natural person (for
example, a corporation), then the death of the annuitant will be treated as the
death of the owner, and a new annuitant may not be named.

If the annuitant dies on or after the income date, any remaining payments will
be as provided for in the income option selected. Any remaining payments will be
paid at least as rapidly as under the method of distribution in effect at the
annuitant's death.

TAXES

THE FOLLOWING IS GENERAL INFORMATION AND IS NOT INTENDED AS TAX ADVICE TO ANY
INDIVIDUAL. YOU SHOULD CONSULT YOUR OWN TAX ADVISER. A FURTHER DISCUSSION
REGARDING TAXES IS INCLUDED IN THE SAI.

The Internal Revenue Code (Code) provides that you will not be taxed on the
earnings on the money held in your contract until you take money out (this is
referred to as tax-deferral). There are different rules as to how you will be
taxed depending on how you take the money out and the type of contract you have
(non-qualified or qualified).

NON-QUALIFIED CONTRACTS - GENERAL TAXATION. You will not be taxed on increases
in the value of your contract until a distribution (either as a withdrawal or as
an income payment) occurs. When you make a withdrawal you are taxed on the
amount of the withdrawal that is earnings. For income payments, a portion of
each income payment is treated as a partial return of your premium and will not
be taxed. The remaining portion of the income payment will be treated as
ordinary income. How the income payment is divided between taxable and
non-taxable portions depends on the period over which income payments are
expected to be made. Income payments received after you have received all of
your premium are treated as income.

If a non-qualified contract is owned by a non-natural person (e.g., corporation
or certain other entities other than a trust holding the contract as an agent
for a natural person), the contract will generally not be treated as an annuity
for tax purposes.

QUALIFIED AND NON-QUALIFIED CONTRACTS. If you purchase the contract as an
individual and not under any pension plan, specially sponsored program or an
individual retirement annuity, your contract is referred to as a non-qualified
contract.

If you purchase the contract under a pension plan, specially sponsored program,
or an individual retirement annuity, your contract is referred to as a qualified
contract. Examples of qualified contracts are: Individual Retirement Annuities
(IRAs), Tax-Sheltered Annuities (sometimes referred to as 403(b) contracts), and
pension and profit-sharing plans, which include 401(k) plans and H.R. 10 Plans.

WITHDRAWALS - NON-QUALIFIED CONTRACTS. If you make a withdrawal from your
contract, the Code treats the withdrawal as first coming from earnings and then
from your premium payments. Withdrawn earnings are includible in income.

The Code also provides that any amount received under an annuity contract which
is included in income may be subject to a 10% penalty. Some withdrawals will be
exempt from the penalty. They include any amounts: (1) paid on or after the
taxpayer reaches age 59 1/2; (2) paid after you die; (3) paid if the taxpayer
becomes totally disabled (as that term is defined in the Code); (4) paid in a
series of substantially equal payments made annually (or more frequently) for
life or a period not exceeding life expectancy; (5) paid under an immediate
annuity; or (6) which come from premiums made prior to August 14, 1982.

WITHDRAWALS - QUALIFIED CONTRACTS. There are special rules that govern qualified
contracts. We have provided an additional discussion in the SAI.

WITHDRAWALS - TAX-SHELTERED ANNUITIES. The Code limits the withdrawal of amounts
attributable to purchase payments made under a salary reduction agreement from
Tax-Sheltered Annuities. Withdrawals can only be made when an owner: (1) reaches
age 59 1/2; (2) leaves his/her job; (3) dies; (4) becomes disabled (as that term
is defined in the Code); or (5) in the case of hardship. However, in the case of
hardship, the owner can only withdraw the premium and not any earnings.

WITHDRAWALS - ROTH IRAS. Beginning in 1998, individuals may purchase a new type
of non-deductible IRA, known as a Roth IRA. Qualified distributions from Roth
IRAs are entirely federal income tax free. A qualified distribution requires
that the individual has held the Roth IRA for at least five years and, in
addition, that the distribution is made either after the individual reaches age
59 1/2, on account of the individual's death or disability, or as qualified
first-time home purchase, subject to $10,000 lifetime maximum, for the
individual, or for a spouse, child, grandchild, or ancestor.

WITHDRAWALS - INVESTMENT ADVISER FEES. The Internal Revenue Service has, through
a series of Private Letter Rulings, held that the payment of investment adviser
fees from an IRA or a Tax-Sheltered Annuity is permissible under certain
circumstances and will not be considered a distribution for income tax purposes.
The Rulings require that in order to receive this favorable tax treatment, the
annuity contract must, under a written agreement, be solely liable (not jointly
with the contract owner) for payment of the adviser's fee and the fee must
actually be paid from the annuity contract to the adviser. Withdrawals from
non-qualified contracts for the payment of investment adviser fees will be
considered taxable distributions from the contract.

DEATH BENEFITS. Any death benefits paid under the contract are taxable to the
beneficiary. The rules governing the taxation of payments from an annuity
contract, as discussed above, generally apply to the payment of death benefits
and depend on whether the death benefits are paid as a lump sum or as annuity
payments. Estate taxes may also apply.

RESTRICTIONS UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM (ORP). Contracts issued
to participants in ORP contain restrictions required under the Texas
Administrative Code. In accordance with those restrictions, a participant in ORP
will not be permitted to make withdrawals prior to such participant's
retirement, death, attainment of age 70 1/2 or termination of employment in a
Texas public institution of higher education. The restrictions on withdrawal do
not apply in the event a participant in ORP transfers the contract value to
another approved contract or vendor during the period of ORP participation.

ASSIGNMENT. An assignment may be a taxable event. If the contract is issued
pursuant to a qualified plan, there may be limitations on your ability to assign
the contract.

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

OWNER CONTROL. Neither the Code nor the Internal Revenue Service Regulations
issued to date provide guidance as to the circumstances under which you, because
of the degree of control you exercise over the underlying investments, and not
Jackson National NY would be considered the owner of the shares of the
investment portfolios. If you are considered the owner of the shares, it will
result in the loss of the favorable tax treatment for the contract.

It is unknown to what extent owners are permitted to select investment
portfolios, to make transfers among the investment portfolios or the number and
type of investment portfolios owners may select from without being considered
the owner of the shares.

If any guidance is provided by the Internal Revenue Service which is considered
a new position, then the guidance would generally be applied prospectively.
However, if such guidance is considered not to be a new position, it may be
applied retroactively. This would mean that you, as the owner of the contract,
could be treated as the owner of the investment portfolios. Due to the
uncertainty in this area, Jackson National NY reserves the right to modify the
contract in an attempt to maintain favorable tax treatment.

OTHER INFORMATION

DOLLAR COST AVERAGING. You can arrange to automatically have a regular amount of
money periodically transferred into the investment portfolios. This
theoretically gives you a lower average cost per unit over time than you would
receive if you made a one time purchase. Certain restrictions may apply.

Jackson National NY does not currently charge for participation in this program.
We may do so in the future.

REBALANCING. You can arrange to have Jackson National NY automatically
reallocate money between investment portfolios periodically to keep the blend
you select.

Jackson National NY does not currently charge for participation in this program.
We may do so in the future.

FREE LOOK. If you cancel the contract within twenty days after receiving it (or
whatever period is required in your state), Jackson National NY will return the
amount your contract is worth on the day we receive your request. This may be
more or less than your original payment. If required by law, Jackson National NY
will return your premium.

ADVERTISING. From time to time, Jackson National NY may advertise several types
of performance for the investment portfolios.

o Total return is the overall change in the value of an investment in an
investment portfolio over a given period of time.
o Standardized average annual total return is calculated in accordance
with SEC guidelines.
o Non-standardized total return may be for periods other than those
required or may otherwise differ from standardized average annual
total return. For example, if a series has been in existence longer
than the investment portfolio, we may show non-standardized
performance for periods that begin on the inception date of the
series, rather than the inception date of the investment portfolio.
o Yield refers to the income generated by an investment over a given period
of time.

Performance will be calculated by determining the percentage change in the value
of an accumulation unit by dividing the increase (decrease) for that unit by the
value of the accumulation unit at the beginning of the period. Performance will
reflect the deduction of the insurance charges and may reflect the deduction of
the contract maintenance charge and withdrawal charge. The deduction of the
contract maintenance and/or the withdrawal charge would reduce the percentage
increase or make greater any percentage decrease.

MARKET TIMING AND ASSET ALLOCATION SERVICES. Market timing and asset allocation
services must comply with Jackson National NY's administrative systems, rules
and procedures. Jackson National NY does not promote or endorse any such
services.

MODIFICATION OF THE CONTRACT. Only the President, Vice President, Secretary or
Assistant Secretary of Jackson National NY may approve a change to or waive a
provision of the contract. Any change or waiver must be in writing. Jackson
National NY may change the terms of the contract in order to comply with changes
in applicable law, or otherwise as deemed necessary by Jackson National NY.

YEAR 2000 MATTERS. Jackson National NY has initiated a project to review and
analyze its computer systems to determine if they are Year 2000 compatible. This
project includes a process which ensures that when a particular system, or
software application, is determined to be "non-compliant" the proper steps are
in place to either remedy the "non-compliance" or cease using the particular
system or software.

Jackson National NY's project provides for an inventory of all critical computer
systems, testing of such systems and resolution of Year 2000 issues. Jackson
National NY anticipates that all compliance issues will be resolved by December
31, 1999.

As of the date of this Prospectus, Jackson National NY has identified and made
available what it believes are the appropriate resources of hardware, people,
and dollars to ensure that the plan will be completed.

Jackson National NY will not conclusively know the success of its plan until the
Year 2000. Even with appropriate and diligent pursuit of a well-conceived
response plan, including testing procedures, there is no certainty that any
company will achieve complete success. Further, Jackson National NY's ability to
function unaffected to and through the Year 2000 may be adversely affected by
actions (or inactions) of third parties beyond its knowledge or control.

LEGAL PROCEEDINGS. There are no material legal proceedings, other than ordinary
routine litigation incidental to the business, to which Jackson National Life
Insurance Company of New York, Jackson National Life Distributors, Inc., and the
JNLNY Separate Account II are parties.

QUESTIONS. If you have questions about your contract, you may call or write to
us at:

o Jackson National Life Annuity Service Center: (800) 599-5651, P.O. Box
0809, Denver, Colorado 80263-0809
o Institutional Marketing Group Service Center: (800) 777-7779, P.O. Box
30386, Lansing, Michigan 48909-9692

<PAGE>

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

General Information and History .............................................. 2

Services ..................................................................... 2

Purchase of Securities Being Offered ......................................... 2

Underwriters ................................................................. 2

Calculation of Performance ................................................... 3

Additional Tax Information ................................................... 7

Financial Statements .........................................................18
<PAGE>
4

STATEMENT OF ADDITIONAL INFORMATION

_____________________, 1999

INDIVIDUAL DEFERRED FIXED AND VARIABLE ANNUITY CONTRACTS
ISSUED BY THE JNLNY SEPARATE ACCOUNT II
OF JACKSON NATIONAL LIFE INSURANCE COMPANY OF NEW YORK

This Statement of Additional Information is not a prospectus. It contains
information in addition to and more detailed than set forth in the Prospectus
and should be read in conjunction with the Prospectus dated __________________,
1999. The Prospectus may be obtained from Jackson National Life Insurance
Company of New York by writing P.O. Box 0809, Denver, Colorado 80263-0809, or
calling 1-800-599-5651. Not all Portfolios described in this SAI may be
available for investment.

TABLE OF CONTENTS
PAGE

General Information and History........................................... 2
Services.................................................................. 2
Purchase of Securities Being Offered...................................... 2
Underwriters.............................................................. 2
Calculation of Performance................................................ 3
Additional Tax Information................................................ 7
Financial Statements .................................................... 18

<PAGE>

GENERAL INFORMATION AND HISTORY

JNLNY Separate Account II (Separate Account) is a separate investment account of
Jackson National Life Insurance Company of New York (Jackson National NY). In
September 1997, the company changed its name from First Jackson National Life
Insurance Company to its present name. Jackson National NY is a wholly-owned
subsidiary of Jackson National Life Insurance Company, and is ultimately a
wholly-owned subsidiary of Prudential plc, London, England, an insurance company
in the United Kingdom.

SERVICES

Jackson National NY is the custodian of the assets of the Separate Account. The
custodian has custody of all cash of the Separate Account and attends to the
collection of proceeds of shares of the underlying fund bought and sold by the
Separate Account.

PricewaterhouseCoopers LLP, 200 East Randolph Drive, Chicago, Illinois 60601,
audits and reports on Jackson National NY's financial statements, including the
financial statements of the Separate Account, and performs other professional
accounting, auditing and advisory services when engaged to do so by Jackson
National NY.

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

PURCHASE OF SECURITIES BEING OFFERED

The contracts will be sold by licensed insurance agents in states where the
contracts may be lawfully sold. The agents will be registered representatives of
broker-dealers that are registered under the Securities Exchange Act of 1934 and
members of the National Association of Securities Dealers, Inc. (NASD).

UNDERWRITERS

The contracts are offered continuously and are distributed by Jackson National
Life Distributors, Inc. (JNLD), 401 Wilshire Boulevard, Suite 1200, Santa
Monica, California 90401. JNLD is a subsidiary of Jackson National Life
Insurance Company.

<PAGE>

CALCULATION OF PERFORMANCE

When Jackson National NY advertises performance for an investment portfolio
(except the PPM America/JNL Money Market Portfolio), we will include quotations
of standardized total return to facilitate comparison with standardized total
return advertised by other variable annuity separate accounts. Standardized
total return for an investment portfolio will be shown for periods beginning on
the date the investment portfolio first invested in the corresponding series. We
will calculate standardized total return according to the standard methods
prescribed by rules of the Securities and Exchange Commission.

Standardized total return for a specific period is calculated by taking a
hypothetical $1,000 investment in an investment portfolio at the offering on the
first day of the period ("initial investment"), and computing the ending
redeemable value ("redeemable value") of that investment at the end of the
period. The redeemable value is then divided by the initial investment and
expressed as a percentage, carried to at least the nearest hundredth of a
percent. Standardized total return reflects the deduction of the insurance
charges and the contract maintenance charge. The redeemable value also reflects
the effect of any applicable withdrawal charge that may be imposed at the end of
the period. No deduction is made for premium taxes which may be assessed by
certain states.

Jackson National NY may also advertise non-standardized total return.
Non-standardized total return may be for periods other than those required to be
presented or may otherwise differ from standardized total return.
Non-standardized total return may assume a larger initial investment which more
closely approximates the size of a typical contract.

Standardized total return quotations will be current to the last day of the
calendar quarter preceding the date on which an advertisement is submitted for
publication. Both standardized total return quotations and non-standardized
total return quotations will be based on rolling calendar quarters and will
cover at least periods of one, five, and ten years, or a period covering the
time the investment portfolio has been in existence, if it has not been in
existence for one of the prescribed periods. If the corresponding series has
been in existence for longer than the investment portfolio, the non-standardized
total return quotations will show the investment performance the investment
portfolio would have achieved (reduced by the applicable charges) had it been
held in the series for the period quoted. Standardized average annual total
return is not available for periods before the investment portfolio was in
existence.

Quotations of standardized total return and non-standardized total return are
based upon historical earnings and will fluctuate. Any quotation of performance
should not be considered a guarantee of future performance. Factors affecting
the performance of a series include general market conditions, operating
expenses and investment management. An owner's withdrawal value upon surrender
of a contract may be more or less than original cost.

Jackson National NY may advertise the current annualized yield for a 30-day
period for an investment portfolio. The annualized yield of an investment
portfolio refers to the income generated by the investment portfolio over a
specified 30-day period. Because this yield is annualized, the yield generated
by an investment portfolio during the 30-day period is assumed to be generated
each 30-day period. The yield is computed by dividing the net investment income
per accumulation unit earned during the period by the price per unit on the last
day of the period, according to the following formula:

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

Where:

a = net investment income earned during the
period by the Series attributable to shares
owned by the investment portfolio.
b = expenses for the investment portfolio
accrued for the period (net of
reimbursements).
c = the average daily number of accumulation
units outstanding during the period.
d = the maximum offering price per
accumulation unit on the last day of the
period.

Net investment income will be determined in accordance with rules established by
the Securities and Exchange Commission. Accrued expenses will include all
recurring fees that are charged to all contracts.

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

Any current yield quotations of the PPM America/JNL Money Market Portfolio,
subject to Rule 482 of the Securities Act of 1933, will consist of a seven
calendar day historical yield, carried at least to the nearest hundredth of a
percent. We may advertise yield for the Portfolio based on different time
periods, but we will accompany it with a yield quotation based on a seven day
calendar period. The PPM America/JNL Money Market Portfolio's yield will be
calculated by determining the net change, exclusive of capital changes, in the
value of a hypothetical pre-existing account having a balance of one
accumulation unit at the beginning of the base period, subtracting a
hypothetical charge reflecting deductions from contracts, and dividing the net
change in account value by the value of the account at the beginning of the
period to obtain a base period return and multiplying the base period return by
(365/7). The PPM America/JNL Money Market Portfolio's effective yield is
computed similarly but includes the effect of assumed compounding on an
annualized basis of the current yield quotations of the Portfolio.

The PPM America/JNL Money Market Portfolio's yield and effective yield will
fluctuate daily. Actual yields will depend on factors such as the type of
instruments in the series' portfolio, portfolio quality and average maturity,
changes in interest rates, and the series' expenses. Although the investment
portfolio determines its yield on the basis of a seven calendar day period, it
may use a different time period on occasion. The yield quotes may reflect the
expense limitations described in the series' Prospectus or Statement of
Additional Information. There is no assurance that the yields quoted on any
given occasion will be maintained for any period of time and there is no
guarantee that the net asset values will remain constant. It should be noted
that neither a contract owner's investment in the PPM America/JNL Money Market
Portfolio nor that Portfolio's investment in the PPM America/JNL Money Market
Series, is guaranteed or insured. Yields of other money market funds may not be
comparable if a different base or another method of calculation is used.

ADDITIONAL TAX INFORMATION

NOTE: INFORMATION CONTAINED HEREIN SHOULD NOT BE SUBSTITUTED FOR THE ADVICE OF A
PERSONAL TAX ADVISER. JACKSON NATIONAL NY DOES NOT MAKE ANY GUARANTEE REGARDING
THE TAX STATUS OF ANY CONTRACT OR ANY TRANSACTION INVOLVING THE CONTRACTS.
PURCHASERS BEAR THE COMPLETE RISK THAT THE CONTRACTS MAY NOT BE TREATED AS
"ANNUITY CONTRACTS" UNDER FEDERAL INCOME TAX LAWS. IT SHOULD BE FURTHER
UNDERSTOOD THAT THE FOLLOWING DISCUSSION IS NOT EXHAUSTIVE AND THAT SPECIAL
RULES NOT DESCRIBED IN THIS PROSPECTUS MAY BE APPLICABLE IN CERTAIN SITUATIONS.
MOREOVER, NO ATTEMPT HAS BEEN MADE TO CONSIDER ANY APPLICABLE STATE OR OTHER TAX
LAWS.

General

Section 72 of the Internal Revenue Code of 1986, as amended (the "Code"),
governs taxation of annuities in general. An individual owner is not taxed on
increases in the value of a contract until distribution occurs, either in the
form of a withdrawal or as annuity payments under the annuity option elected.
For a withdrawal received as a total surrender (total redemption or a death
benefit), the recipient is taxed on the portion of the payment that exceeds the
cost basis of the contract. For a payment received as a partial withdrawal,
federal tax liability is determined on a last-in, first-out basis, meaning
taxable income is withdrawn before the cost basis of the contract is withdrawn.
For contracts issued in connection with non-qualified plans, the cost basis is
generally the premiums, while for contracts issued in connection with qualified
plans there may be no cost basis. The taxable portion of a withdrawal is taxed
at ordinary income tax rates. Tax penalties may also apply.

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

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

Withholding Tax on Distributions

The Code generally requires Jackson National NY (or, in some cases, a plan
administrator) to withhold tax on the taxable portion of any distribution or
withdrawal from a contract. For "eligible rollover distributions" from contracts
issued under certain types of qualified plans, 20% of the distribution must be
withheld, unless the payee elects to have the distribution "rolled over" to
another eligible plan in a direct transfer. This requirement is mandatory and
cannot be waived by the owner.

An "eligible rollover distribution" is the estimated taxable portion of any
amount received by a covered employee from a plan qualified under Section 401(a)
or 403(a) of the Code, or from a tax sheltered annuity qualified under Section
403(b) of the Code (other than (1) a series of substantially equal annuity
payments for the life (or life expectancy) of the employee, or joint lives (or
joint life expectancies) of the employee, and his or her designated beneficiary,
or for a specified period of ten years or more); (2) minimum distributions
required to be made under the Code; and (3) hardship withdrawals. Failure to
"rollover" the entire amount of an eligible rollover distribution (including an
amount equal to the 20% portion of the distribution that was withheld) could
have adverse tax consequences, including the imposition of a penalty tax on
premature withdrawals, described later in this section.

Withdrawals or distributions from a contract other than eligible rollover
distributions are also subject to withholding on the estimated taxable portion
of the distribution, but the owner may elect in such cases to waive the
withholding requirement. If not waived, withholding is imposed (1) for periodic
payments, at the rate that would be imposed if the payments were wages, or (2)
for other distributions, at the rate of 10%. If no withholding exemption
certificate is in effect for the payee, the rate under (1) above is computed by
treating the payee as a married individual claiming 3 withholding exemptions.

Generally, the amount of any payment of interest to a non-resident alien of the
United States shall be subject to withholding of a tax equal to thirty (30%)
percent of such amount or, if applicable, a lower treaty rate. A payment may not
be subject to withholding where the recipient sufficiently establishes that such
payment is effectively connected to the recipient's conduct of a trade or
business in the United States and such payment is included in recipient's gross
income.

Diversification -- Separate Account Investments

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

The Treasury Department has issued Regulations establishing diversification
requirements for the investment portfolios underlying variable contracts. The
Regulations amplify the diversification requirements for variable contracts set
forth in the Code and provide an alternative to the safe harbor provision
described above. Under the Regulations, an investment portfolio will be deemed
adequately diversified if (1) no more than 55% of the value of the total assets
of the portfolio is represented by any one investment; (2) no more than 70% of
the value of the total assets of the portfolio is represented by any two
investments; (3) no more than 80% of the value of the total assets of the
portfolio is represented by any three investments; and (4) no more than 90% of
the value of the total assets of the portfolio is represented by any four
investments.

Jackson National NY intends that each series of the JNL Series Trust will be
managed by its respective investment adviser in such a manner as to comply with
these diversification requirements.

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

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

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

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

Multiple Contracts

The Code provides that multiple annuity contracts which are issued within a
calendar year to the same contract owner by one company or its affiliates are
treated as one annuity contract for purposes of determining the tax consequences
of any distribution. Such treatment may result in adverse tax consequences
including more rapid taxation of the distributed amounts from such multiple
contracts. For purposes of this rule, contracts received in a Section 1035
exchange will be considered issued in the year of the exchange. Owners should
consult a tax adviser prior to purchasing more than one annuity contract in any
calendar year.

Contracts Owned by Other than Natural Persons

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

Tax Treatment of Assignments

An assignment or pledge of a contract may have tax consequences, and may also be
prohibited by ERISA in some circumstances. Owners should, therefore, consult
competent legal advisers should they wish to assign or pledge their contracts.

Qualified Plans

The contracts offered by the Prospectus are designed to be suitable for use
under various types of qualified plans. Taxation of owners in each qualified
plan varies with the type of plan and terms and conditions of each specific
plan. Owners, annuitants and beneficiaries are cautioned that benefits under a
qualified plan may be subject to the terms and conditions of the plan,
regardless of the terms and conditions of the contracts issued to fund the plan.

Tax Treatment of Withdrawals

Non-Qualified Plans

Section 72 of the Code governs treatment of distributions from annuity
contracts. It provides that if the contract value exceeds the aggregate Premiums
made, any amount withdrawn not in the form of an annuity payment will be treated
as coming first from the earnings and then, only after the income portion is
exhausted, as coming from the principal. Withdrawn earnings are included in a
taxpayer's gross income. Section 72 further provides that a 10% penalty will
apply to the income portion of any distribution. The penalty is not imposed on
amounts received: (1) after the taxpayer reaches 59 1/2; (2) upon the death of
the owner; (3) if the taxpayer is totally disabled as defined in Section
72(m)(7) of the Code; (4) in a series of substantially equal periodic payments
made at least annually for the life (or life expectancy) of the taxpayer or for
the joint lives (or joint life expectancies) of the taxpayer and his
beneficiary; (5) under an immediate annuity; or (6) which are allocable to
premium payments made prior to August 14, 1982.

With respect to (4) above, if the series of substantially equal periodic
payments is modified before the later of your attaining age 59 1/2 or 5 years
from the date of the first periodic payment, then the tax for the year of the
modification is increased by an amount equal to the tax which would have been
imposed (the 10% penalty tax) but for the exception, plus interest for the tax
years in which the exception was used.

Qualified Plans

In the case of a withdrawal under a qualified contract, a ratable portion of the
amount received is taxable, generally based on the ratio of the individual's
cost basis to the individual's total accrued benefit under the retirement plan.
Special tax rules may be available for certain distributions from a qualified
contract. Section 72(t) of the Code imposes a 10% penalty tax on the taxable
portion of any distribution from qualified retirement plans, including contracts
issued and qualified under Code Sections 401 (Pension and Profit Sharing plans),
403(b) (tax-sheltered annuities) and 408 and 408A (IRAs). To the extent amounts
are not included in gross income because they have been rolled over to an IRA or
to another eligible qualified plan, no tax penalty will be imposed.

The tax penalty will not apply to the following distributions: (1) if
distribution is made on or after the date on which the owner or annuitant (as
applicable) reaches age 59 1/2; (2) distributions following the death or
disability of the owner or annuitant (as applicable) (for this purpose
"disability" is defined in Section 72(m)(7) of the Code); (3) after separation
from service, distributions that are part of substantially equal periodic
payments made not less frequently than annually for the life (or life
expectancy) of the owner or annuitant (as applicable) or the joint lives (or
joint life expectancies) of such owner or annuitant (as applicable) and his or
her designated beneficiary; (4) distributions to an owner or annuitant (as
applicable) who has separated from service after he has attained age 55; (5)
distributions made to the owner or annuitant (as applicable) to the extent such
distributions do not exceed the amount allowable as a deduction under Code
Section 213 to the owner or annuitant (as applicable) for amounts paid during
the taxable year for medical care; (6) distributions made to an alternate payee
pursuant to a qualified domestic relations order; (7) distributions from an IRA
for the purchase of medical insurance (as described in Section 213(d)(1)(D) of
the Code) for the contract owner or annuitant (as applicable) and his or her
spouse and dependents if the contract owner or annuitant (as applicable) has
received unemployment compensation for at least 12 weeks (this exception will no
longer apply after the contract owner or annuitant (as applicable) has been
re-employed for at least 60 days); (8) distributions from an Individual
Retirement Annuity made to the owner or annuitant (as applicable) to the extent
such distributions do not exceed the qualified higher education expenses (as
defined in Section 72(t)(7) of the Code) of the owner or annuitant (as
applicable) for the taxable year; and (9) distributions from an Individual
Retirement Annuity made to the owner or annuitant (as applicable) which are
qualified first-time home buyer distributions (as defined in Section 72(t)(8) of
the Code). The exception stated in items (4) and (6) above do not apply in the
case of an IRA. The exception stated in (3) above applies to an IRA without the
requirement that there be a separation from service.

With respect to (3) above, if the series of substantially equal periodic
payments is modified before the later of your attaining age 59 1/2 or 5 years
from the date of the first periodic payment, then the tax for the year of the
modification is increased by an amount equal to the tax which would have been
imposed (the 10% penalty tax) but for the exception, plus interest for the tax
years in which the exception was used.

Withdrawals of amounts attributable to contributions made pursuant to a salary
reduction agreement (in accordance with Section 403(b)(11) of the Code) are
limited to the following: when the owner attains age 59 1/2, separates from
services, dies, becomes disabled (within the meaning of Section 72(m)(7) of the
Code), or in the case of hardship. Hardship withdrawals do not include any
earnings on salary reduction contributions. These limitations on withdrawals
apply to: (1) salary reduction contributions made after December 31, 1988; (2)
income attributable to such contributions; and (3) income attributable to
amounts held as of December 31, 1988. The limitations on withdrawals do not
affect rollovers or exchanges between certain qualified plans. Tax penalties may
also apply. While the foregoing limitations only apply to certain contracts
issued in connection with Section 403(b) qualified plans, all owners should seek
competent tax advice regarding any withdrawals or distributions.

The taxable portion of a withdrawal or distribution from contracts issued under
certain types of plans may, under some circumstances, be "rolled over" into
another eligible plan so as to continue to defer income tax on the taxable
portion. Effective January 1, 1993, such treatment is available for an "eligible
rollover distribution" made by certain types of plans (as described above under
"Taxes -- Withholding Tax on Distributions") that is transferred within 60 days
of receipt into another eligible plan or an IRA, or an individual retirement
account described in section 408(a) of the Code. Plans making such eligible
rollover distributions are also required, with some exceptions specified in the
Code, to provide for a direct transfer of the distribution to the transferee
plan designated by the recipient.

Amounts received from IRAs may also be rolled over into other IRAs, individual
retirement accounts or certain other plans, subject to limitations set forth in
the Code.

Generally, distributions from a qualified plan must commence no later than April
1 of the calendar year following the year in which the employee attains the
later of age 70 1/2 or the date of retirement. In the case of an IRA,
distribution must commence no later than April 1 of the calendar year following
the year in which the owner attains age 70 1/2. Required distributions must be
over a period not exceeding the life or life expectancy of the individual or the
joint lives or life expectancies of the individual and his or her designated
beneficiary. If the required minimum distributions are not made, a 50% penalty
tax is imposed as to the amount not distributed.

Types of Qualified Plans

The following are general descriptions of the types of qualified plans with
which the contracts may be used. Such descriptions are not exhaustive and are
for general information purposes only. The tax rules regarding qualified plans
are very complex and will have differing applications depending on individual
facts and circumstances. Each purchaser should obtain competent tax advice prior
to purchasing a contract issued under a qualified plan.

Contracts issued pursuant to qualified plans include special provisions
restricting contract provisions that may otherwise be available and described in
this Prospectus. Generally, contracts issued pursuant to qualified plans are not
transferable except upon surrender or annuitization. Various penalty and excise
taxes may apply to contributions or distributions made in violation of
applicable limitations. Furthermore, certain withdrawal penalties and
restrictions may apply to surrenders from qualified plan contracts.

(a) Tax-Sheltered Annuities

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

(b) Individual Retirement Annuities

Section 408(b) of the Code permits eligible individuals to contribute
to an individual retirement program known as an "Individual Retirement
Annuity" ("IRA"). Under applicable limitations, certain amounts may be
contributed to an IRA which will be deductible from the individual's
taxable income. These IRAs are subject to limitations on eligibility,
contributions, transferability and distributions. Sales of contracts
for use with IRAs are subject to special requirements imposed by the
Code, including the requirement that certain informational disclosure
be given to persons desiring to establish an IRA. Purchasers of
contracts to be qualified as IRAs should obtain competent tax advice as
to the tax treatment and suitability of such an investment.

Sections 401(a) and 401(k) of the Code permit employers, including
self-employed individuals, to establish various types of retirement
plans for employees. These retirement plans may permit the purchase of
the contracts to provide benefits under the plan. Contributions to the
plan for the benefit of employees will not be included in the gross
income of the employee until distributed from the plan. The tax
consequences to owners may vary depending upon the particular plan
design. However, the Code places limitations on all plans on such items
as amount of allowable contributions; form, manner and timing of
distributions; vesting and non-forfeitability of interests;
nondiscrimination in eligibility and participation; and the tax
treatment of distributions, transferability of benefits, withdrawals
and surrenders. Purchasers of contracts for use with pension or profit
sharing plans should obtain competent tax advice as to the tax
treatment and suitability of such an investment.

(d) Non-Qualified Deferred Compensation Plans -- Section 457

Under Section 457 of the Code, governmental and certain other
tax-exempt employers may establish, for the benefit of their employees,
deferred compensation plans which may invest in annuity contracts. The
Code, as in the case of qualified plans, establishes limitations and
restrictions on eligibility, contributions and distributions. Under
these plans, contributions made for the benefit of the employees will
not be included in the employees' gross income until distributed from
the plan.

(e) Roth IRAs

Section 408A of the Code provides that beginning in 1998, individuals
may purchase a new type of non-deductible IRA, known as a Roth IRA.
Purchase payments for a Roth IRA are limited to a maximum of $2,000 per
year and are not deductible from taxable income. Lower maximum
limitations apply to individuals with adjusted gross incomes between
$95,000 and $110,000 in the case of single taxpayers, between $150,000
and $160,000 in the case of married taxpayers filing joint returns, and
between $0 and $10,000 in the case of married taxpayers filing
separately. An overall $2,000 annual limitation continues to apply to
all of a taxpayer's IRA contributions, including Roth IRAs and non-Roth
IRAs.

Qualified distributions from Roth IRAs are free from federal income
tax. A qualified distribution requires that the individual has held the
Roth IRA for at least five years and, in addition, that the
distribution is made either after the individual reaches age 59 1/2, on
the individual's death or disability, or as a qualified first-time home
purchase, subject to a $10,000 lifetime maximum, for the individual, a
spouse, child, grandchild, or ancestor. Any distribution which is not a
qualified distribution is taxable to the extent of earnings in the
distribution. Distributions are treated as made from contributions
first and therefore no distributions are taxable until distributions
exceed the amount of contributions to the Roth IRA. The 10% penalty tax
and the regular IRA exceptions to the 10% penalty tax apply to taxable
distributions from a Roth IRA.

Amounts may be rolled over from one Roth IRA to another Roth IRA.
Furthermore, An individual may make a rollover contribution from a
non-Roth IRA to a Roth IRA, unless the individual has adjusted gross
income over $100,000 or the individual is a married taxpayer filing a
separate return. The individual must pay tax on any portion of the IRA
being rolled over that represents income or a previously deductible IRA
contribution. However, for rollovers in 1998, the individual may pay
that tax ratably over the four taxable year periods beginning with the
tax year 1998. There are no similar limitations on rollovers from a
Roth IRA to another Roth IRA.

<PAGE>

Jackson National Life Insurance
Company of New York

[GRAPHIC]

Financial Statements

December 31, 1998

<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholder of
Jackson National Life Insurance Company of New York

In our opinion, the accompanying balance sheet and the related income statement
and statements of stockholder's equity and of cash flows present fairly, in all
material respects, the financial position of Jackson National Life Insurance
Company of New York (the "Company") (a wholly-owned subsidiary of Jackson
National Life Insurance Company) at December 31, 1998 and 1997, and the results
of its operations and its cash flows for the years ended December 31, 1998 and
December 31, 1997 and for the period May 22, 1996 (commencement of operations)
through December 31, 1996, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.

/s/ PricewaterhouseCoopers LLP

February 19, 1999
<PAGE>
Jackson National Life Insurance Company of New York
(a wholly owned subsidiary of Jackson National Life Insurance Company)
Financial Statements

Balance Sheet
<TABLE>

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

December 31,
1998 1997
------------------- ------------------
<S> <C> <C>
Assets

Investments:
Fixed maturities available for sale (amortized
cost: 1998, $5,963,201; 1997, $8,242,773) $5,977,820 $8,344,128
Cash and short-term investments .............. 1,920,324 93,886
---------- ----------

Total investments ........................ 7,898,144 8,438,014

Accrued investment income .................... 77,935 68,991
Deferred acquisition costs ................... 107,000 --
Variable annuity assets ...................... 104,912 --
Furniture and equipment ...................... 283,118 59,643
State tax recoverable ........................ 67,200 --
Federal income tax recoverable ............... 174,802 8,393
Deferred income taxes ........................ 108,674 --
Reinsurance recoverable ...................... 6,702 --
Other assets ................................. 287 --
---------- ----------

Total assets ............................. $8,828,774 $8,575,041
========== ==========

Liabilities and Stockholder's Equity
Liabilities
Policy reserves and liabilities
Reserves for future policy benefits ..... $ 3,869 $ --
Deposits on investment contracts ........ 705,839 --
Variable annuity liabilities ................. 104,912 --
General expenses payable ..................... 100,156 15,000
Deferred income taxes ........................ -- 35,474
Payable to parent ............................ 32,158 108,520
Other liabilities ............................ 46,631 4,150
----------- -----------

Total liabilities ........................ 993,565 163,144
----------- -----------

Stockholder's equity
Capital stock, $1,000 par value; 2,000 shares
issued and outstanding ................... 2,000,000 2,000,000
Additional paid-in capital ................... 6,000,000 6,000,000
Net unrealized gain on investments, net of
tax of $5,117 in 1998 and $35,474 in 1997 . 9,502 65,881
Retained earnings (deficit) .................. (174,293) 346,016
----------- -----------

Total stockholder's equity ................... 7,835,209 8,411,897
----------- -----------

Total liabilities and stockholder's equity $ 8,828,774 $ 8,575,041
=========== ===========
</TABLE>

See accompanying notes to financial statements.
<PAGE>
Jackson National Life Insurance Company of New York
(a wholly owned subsidiary of Jackson National Life Insurance Company)
Financial Statements

Income Statement
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------

Year Ended Year Ended Period Ended
December 31, December 31, December 31,
1998 1997 1996 (1)
------------------ ------------------ ------------------
<S> <C> <C> <C>
Revenues
Premiums and other considerations ...... $ 2,275 $ -- $ --
Net investment income .................. 582,397 469,601 263,890
Net realized investment gains .......... 70,414 -- --
Other income ........................... 7,776 -- --
----------- ----------- -----------

Total revenues ....................... 662,862 469,601 263,890

Benefits and Expenses
Interest credited on deposit liabilities 14,059 -- --
Increase in reserves net of reinsurance
recoverables ...................... 747 -- --
Commissions ............................ 52,601 -- --
General and administrative expenses .... 1,534,101 116,215 10,000
Taxes, licenses and fees ............... (31,137) 51,651 23,102
Deferral of policy acquisition costs ... (110,000) -- --
Amortization of acquisition costs ...... 3,000 -- --
----------- ----------- -----------

Total benefits and expenses .......... 1,463,371 167,866 33,102
----------- ----------- -----------

Pretax income (loss) ................. (800,509) 301,735 230,788

Income tax expense (benefit) ........... (280,200) 105,607 80,900
----------- ----------- -----------

Net income (loss) ................... $ (520,309) $ 196,128 $ 149,888
=========== =========== ===========

</TABLE>

(1) Since commencement of operations on May 22, 1996.

See accompanying notes to financial statements.
<PAGE>
Jackson National Life Insurance Company of New York
(a wholly owned subsidiary of Jackson National Life Insurance Company)
Financial Statements

Statement of Stockholder's Equity
<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
Year Ended Year Ended Period Ended
December 31, December 31, December 31,
1998 1997 1996 (1)
------------ ------------ ------------

<S> <C> <C> <C>
Common stock
Beginning of year ...................................................... $ 2,000,000 $ 2,000,000 $ --

Stock issuance ...................................................... -- -- 2,000,000
----------- ----------- -----------
End of year ............................................................ 2,000,000 2,000,000 2,000,000
----------- ----------- -----------

Additional paid-in capital
Beginning of year ...................................................... 6,000,000 6,000,000 --
Capital contributions ............................................... -- -- 6,000,000
----------- ----------- -----------
End of year ............................................................ 6,000,000 6,000,000 6,000,000
----------- ----------- -----------

Accumulated other comprehensive income
Beginning of year ...................................................... 65,881 (2,843) --
Net unrealized gain (loss) on investments,
net of tax of $(30,357) in 1998, $37,005 in 1997, and
$(1,531) in 1996 ................................................. (56,379) 68,724 (2,843)
----------- ----------- -----------
End of year ............................................................ 9,502 65,881 (2,843)
----------- ----------- -----------

Retained earnings (deficit)
Beginning of year ...................................................... 346,016 149,888 --
Net income (loss) ................................................... (520,309) 196,128 149,888
----------- ----------- -----------
End of year ............................................................ (174,293) 346,016 149,888
----------- ----------- -----------

Total stockholder's equity ............................................. $ 7,835,209 $ 8,411,897 $ 8,147,045
=========== =========== ===========

Year Ended Year Ended Period Ended
December 31, December 31, December 31,
1998 1997 1996 (1)
------------ ------------ ------------
Comprehensive Income
Net Income (loss) ....................................................... $(520,309) $ 196,128 $ 149,888

Net unrealized gain (loss) on investments,
net of tax of $(30,357) in 1998, $37,005 in 1997, and
$(1,531) in 1996 .................................................. (56,379) 68,724 (2,843)
========= ========= =========
Comprehensive income (loss) ............................................. $(576,688) $ 264,852 $ 147,045
========= ========= =========
</TABLE>

(1) Since commencement of operations on May 22, 1996.

See accompanying notes to financial statements.
<PAGE>
Jackson National Life Insurance Company of New York
(a wholly owned subsidiary of Jackson National Life Insurance Company)
Financial Statements

Statement of Cash Flows
<TABLE>
<CAPTION>

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

Year Ended Year Ended Period Ended
December 31, December 31, December 31,
1998 1997 1996 (1)
------------ ------------ ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) ................................................ $ (520,309) $ 196,128 $ 149,888
Adjustments to reconcile net income (loss)
to net cash provided by (used
in) operating activities:
Net realized investment gains ............................. (70,414) -- --
Interest credited on deposit liabilities .................. 14,059 -- --
Amortization of discount and premium on
investments ............................................. 2,374 1,155 128
Change in:
Deferred income taxes ................................. (113,791) -- --
Accrued investment income ............................. (8,944) (28,385) (40,606)
Deferred acquisition costs ............................ (107,000) -- --
Income taxes recoverable .............................. (166,409) 14,207 (22,600)
Other assets and liabilities, net ..................... (242,520) (69,575) 137,602
----------- ----------- -----------

Net cash provided by (used in) operating activities .............. (1,212,954) 113,530 224,412
----------- ----------- -----------

Cash flows from investing activities:
Sales of:
Fixed maturities available for sale ....................... 7,302,300 -- --
Purchases of:
Fixed maturities available for sale ....................... (4,954,688) (7,739,134) (504,922)
----------- ----------- -----------

Net cash provided by (used in) investing activities .............. 2,347,612 (7,739,134) (504,922)
----------- ----------- -----------

Cash flows from financing activities:
Policyholder's account balances:
Deposits .................................................. 802,091 -- --
Withdrawals ............................................... (9,811) -- --
Net transfers to separate accounts ........................ (100,500) -- --
Capital stock issued ............................................. -- -- 2,000,000
Capital contribution from Parent ................................. -- -- 6,000,000
----------- ----------- -----------

Net cash provided by financing activities ......................... 691,780 -- 8,000,000
----------- ----------- -----------
Net increase (decrease) in cash and short-term
investments ..................................................... 1,826,438 (7,625,604) 7,719,490

Cash and short-term investments, beginning of period ................... 93,886 7,719,490 --
----------- ----------- -----------
Cash and short-term investments, end of period ......................... $ 1,920,324 $ 93,886 $ 7,719,490
=========== =========== ===========
</TABLE>

(1) Since commencement of operations on May 22, 1996.

See accompanying notes to financial statements.
<PAGE>

Jackson National Life Insurance Company of New York

Notes to Financial Statements
December 31, 1998

- --------------------------------------------------------------------------------
1. Nature of Operations

Jackson National Life Insurance Company of New York, (the "Company" or
"JNL/NY") is wholly owned by Jackson National Life Insurance Company,
("JNL" or the "Parent") a wholly owned subsidiary of Brooke Life Insurance
Company ("Brooke Life") which is ultimately a wholly owned subsidiary of
Prudential Corporation plc ("Prudential"), London, England. JNL/NY is
licensed to sell individual annuity products, including immediate and
deferred annuities, guaranteed investment contracts, variable annuities,
and individual life insurance products in the states of New York and
Michigan.

The Company was capitalized with an $8,000,000 capital contribution on May
22, 1996 and licensed to transact business in New York effective August 16,
1996. Product sales commenced in the second quarter of 1998.

2. Summary of Significant Accounting Policies

Basis of Presentation
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles ("GAAP"). Certain prior year
amounts have been reclassified to conform with the current year
presentation.

The preparation of the financial statements in conformity with generally
accepted accounting principles requires the use of estimates and
assumptions that affect the amounts reported in the financial statements
and the accompanying notes. Actual results may differ from those estimates.

New Accounting Standard
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 130, Reporting Comprehensive Income ("SFAS 130")
in June, 1997 effective for fiscal years beginning after December 15, 1997.
SFAS 130 establishes standards for reporting and presentation of
comprehensive income and its components in a full set of financial
statements. Comprehensive income includes all changes in stockholder's
equity (except those arising from transactions with owners/shareholders)
and includes net income and net unrealized gains/(losses) on securities.
SFAS 130 requires additional disclosures in the financial statements, but
it has no impact on the Company's financial position or net income.
Realized investment gains on securities held as of the beginning of the
year totaling $70,414 had unrealized appreciation of $94,872 at December
31, 1997. Prior year financial statements have been reclassified to conform
with the current year presentation.

Investments
Cash and short-term investments which primarily include cash, commercial
paper, and money market instruments are carried at cost, which approximates
fair value. These investments have maturities of three months or less, and
are considered cash equivalents for reporting cash flows.

Fixed maturities include bonds and mortgage-backed securities. All fixed
maturities are considered available for sale and are carried at aggregate
market value. The Company has no securities classified as held to maturity.

Realized gains and losses on the sale of investments are recognized in
income at the date of sale and are determined using the specific cost
identification method. Acquisition premiums and discounts on investments
are amortized to investment income using call or maturity dates. The
changes in unrealized gains or losses of investments classified as
available for sale, net of tax, are excluded from net income and included
as a component of comprehensive income in stockholder's equity.
<PAGE>
Jackson National Life Insurance Company of New York
Notes to Financial Statements
December 31, 1998

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

2. Summary of Significant Accounting Policies (continued)

Deferred Acquisition Costs
Certain costs of acquiring new business, principally commissions and
certain costs associated with policy issue and underwriting which vary with
and are primarily related to the production of new business, have been
capitalized as deferred acquisition costs. Deferred acquisition costs are
increased by interest thereon and amortized in proportion to anticipated
premium revenues for traditional life policies and in proportion to
estimated gross profits for annuities. As certain fixed maturity securities
available for sale are carried at aggregate market value, an adjustment is
made to deferred acquisition costs equal to the change in amortization that
would have occurred if such securities had been sold at their stated
aggregate market value and the proceeds reinvested at current yields. The
change in this adjustment is included with the change in market value of
investments, net of tax, on fixed maturity securities available for sale
that is credited or charged directly to stockholder's equity.

Federal Income Taxes
The Company provides deferred income taxes on the temporary differences
between the tax and financial statement basis of assets and liabilities.

For tax years ending December 31, 1997 and prior, JNL/NY filed a federal
income tax return on a separate company basis. For 1998, the Company will
file a consolidated federal income tax return with JNL and Brooke Life.
Income tax expense is calculated on a separate company basis.

Policy Reserves and Liabilities

Reserves for future policy benefits:
For traditional life insurance contracts, reserves for future policy
benefits are determined using the net level premium method and assumptions
as of the issue date as to mortality, interest, policy lapsation and
expenses plus provisions for adverse deviations. Mortality assumptions
range from 59% to 90% of the 1975-1980 Basic Select and Ultimate tables
depending on underwriting classification and policy duration. Interest rate
assumptions range from 6.0% to 7.5%. Lapse and expense assumptions are
based on the Parent's experience.

Deposits on investment contracts:
For deferred and variable annuity contracts, the reserve is the
policyholder's account value.

Variable Annuity Assets and Liabilities
The assets and liabilities resulting from individual variable annuity
contracts which aggregated $104,912 at December 31, 1998, are segregated in
a separate account. The Company receives fees for assuming mortality and
expense risks and other administrative fees related to the issuance and
maintenance of the contracts. Such fees are recorded as earned and included
in other income in the income statement.

Revenue and Expense Recognition
Premiums for traditional life insurance are reported as revenues when due.
Benefits, claims and expenses are associated with earned revenues in order
to recognize profit over the lives of the contracts. This association is
accomplished by provisions for future policy benefits and the deferral and
amortization of acquisition costs.
<PAGE>
Jackson National Life Insurance Company of New York
Notes to Financial Statements
December 31, 1998

- --------------------------------------------------------------------------------
2. Summary of Significant Accounting Policies (continued)

Deposits on investment contracts, principally deferred annuities, are
treated as policyholder deposits and excluded from revenue. Revenues
consist primarily of investment income and charges assessed against the
policyholder's account value for mortality charges, surrenders and
administrative expenses. Surrender benefits are treated as repayments of
the policyholder account. Annuity benefit payments are treated as
reductions to the policyholder account. Death benefits in excess of the
policyholder account are recognized as an expense when incurred. Expenses
consist primarily of the interest credited to the policyholder deposit.
Underwriting expenses are associated with gross profit in order to
recognize profit over the life of the business. This is accomplished by
deferral and amortization of acquisition costs.

3. Fair Value of Financial Instruments

The following summarizes the basis used by the Company in estimating its
fair value disclosures for financial instruments:

Cash and Short-Term Investments:
Carrying value is considered to be a reasonable estimate of fair value.

Fixed Maturities:
Fair values are based on quoted market prices.

Variable Annuity Assets:
Variable annuity assets are carried at the market value of the underlying
securities.

Annuity Reserves:
Fair values for deferred annuities is based on account value less surrender
charges. The carrying value and fair value of such annuities approximated
$705,839 and $642,314, respectively, at December 31, 1998.

Variable Annuity Liabilities:
Fair value of contracts in the accumulation phase is based on account value
less surrender charges. The fair value approximated $97,875 at December 31,
1998.

4. Investments

Investments are comprised of fixed-interest securities, primarily
government bonds. The Company's investments resulted primarily from the
original capital investment by its parent in 1996 as well as deposits
related to interest sensitive individual annuity products in 1998, on which
it has committed to pay a declared rate of interest. The Company's strategy
of investing in fixed-income securities aims to ensure matching of the
asset yield with the interest sensitive insurance liabilities and to earn a
stable return on its investments.

Fixed Maturities
All of the Company's fixed maturity investments are direct obligations of
the U.S. Government and are therefore, considered to be rated "AAA".
<PAGE>
Jackson National Life Insurance Company of New York
Notes to Financial Statements
December 31, 1998

- --------------------------------------------------------------------------------
4. Investments (continued)

The amortized cost and estimated market value of fixed maturity investments
available for sale are as follows:

Gross Gross Estimated
Amortized Unrealized Unrealized Market
December 31, 1998 Cost Gains Losses Value
---------------- ---------------- --------------- ----------------

<S> <C> <C> <C> <C>
U.S. Treasury securities ........ $ 5,963,201 $ 33,854 $ 19,235 $ 5,977,820
---------------- ---------------- --------------- ----------------
Total ........................ $ 5,963,201 $ 33,854 $ 19,235 $ 5,977,820
================ ================ =============== ================
</TABLE>

Gross Gross Estimated
Amortized Unrealized Unrealized Market
December 31, 1997 Cost Gains Losses Value
---------------- ---------------- --------------- ----------------

<S> <C> <C> <C> <C>
U.S. Treasury securities ........ $ 1,010,546 $ 6,484 $ - $ 1,017,030
Mortgaged-backed securities ..... 7,232,227 94,871 - 7,327,098
---------------- ---------------- --------------- ----------------
Total ........................ $ 8,242,773 $ 101,355 $ - $ 8,344,128
================ ================ =============== ================
</TABLE>

The amortized cost and estimated market value of fixed maturities at
December 31, 1998, by contractual maturity, are shown below.

Fixed maturities available for sale:
<TABLE>
<CAPTION>

Amortized Estimated
December 31, 1998 Cost Market Value
--------------------- ---------------------

<S> <C> <C>
Due after 1 year through 5 years ............................. $ 5,963,201 $ 5,977,820
--------------------- ---------------------
Total ..................................................... $ 5,963,201 $ 5,977,820
===================== =====================
</TABLE>

Discounts and premiums on collateralized mortgage obligations are amortized
over the estimated redemption period using the effective interest method.
Yields which are used to calculate premium/discount amortization are
adjusted periodically to reflect payments to date and anticipated future
payments.

Fixed maturities with a carrying value of $1,041,870 and $1,017,030 were on
deposit with the State of New York at December 31, 1998 and 1997,
respectively, as required by laws governing insurance company operations.
<PAGE>
Jackson National Life Insurance Company of New York
Notes to Financial Statements
December 31, 1998

- --------------------------------------------------------------------------------
5. Investment Income and Realized Gains and Losses

All investment income for 1998, 1997, and 1996 related to interest income
on fixed maturity securities. Gross realized investment gains in 1998
totaled $70,414. There were no realized investment losses in 1998.

No realized gains or losses were recognized in 1997 or 1996.

6. Reinsurance

The Company cedes reinsurance to other insurance companies in order to
limit losses from large exposures; however, if the reinsurer is unable to
meet its obligations, the originating issuer of the coverage retains the
liability. The maximum amount of life insurance risk retained by the
Company on any one life is generally $100,000. Amounts not retained are
ceded to other companies on a yearly renewable-term or a coinsurance basis.

Direct premiums for 1998 were $9,961 of which $7,686 was ceded resulting in
net premiums of $2,275.

Components of the reinsurance recoverable asset are as follows:

December 31,
1998
-----------------
Ceded reserves .......................................... $3,122
Ceded - other ........................................... 3,580
======
Total ................................................. $6,702
======

7. Federal Income Taxes

The components of the provision for federal income taxes are as follows:

Year ended December 31,
1998 1997 1996
---------------- ---------------- -----------------

<S> <C> <C> <C>
Current tax expense (benefit) .................... $ (166,409) $ 105,607 $ 80,900
Deferred tax (benefit) ........................... (113,791) - -
---------------- ---------------- -----------------

Provision for income taxes ....................... $ (280,200) $ 105,607 $ 80,900
================ ================ =================
</TABLE>

The federal income tax provisions differ from the amounts determined by
multiplying pretax income by the statutory federal income tax rate of 35%
for 1998, 1997 and 1996 as follows:

Year ended December 31,
1998 1997 1996
---------------- ---------------- -----------------

<S> <C> <C> <C>
Income taxes at statutory rate ................... $ (280,178) $ 105,607 $ 80,776
Other ............................................ (22) - 124
---------------- ---------------- -----------------

Provision for income taxes ....................... $ (280,200) $ 105,607 $ 80,900
================ ================ =================

Effective tax rate ............................... 35.0% 35.0% 35.0%
================ ================ =================
</TABLE>
<PAGE>
Jackson National Life Insurance Company of New York
Notes to Financial Statements
December 31, 1998

- --------------------------------------------------------------------------------
7. Federal Income Taxes (continued)

There were no federal income taxes paid in 1998. In 1997 and 1996, federal
income taxes paid were $91,400 and $103,500, respectively.

The tax effects of significant temporary differences that give rise to
deferred tax assets and liabilities are as follows:

<TABLE>
<CAPTION>
December 31,
1998 1997
---------------- ----------------
<S> <C> <C>
Gross deferred tax asset
Net operating loss carryforward .................................. $ 152,291 $ -
---------------- ----------------
Total deferred tax asset 152,291 -
---------------- ----------------

Gross deferred tax liability
Deferred acquisition costs ....................................... (38,500) -
Net unrealized gains on available for sale securities ............ (5,117) (35,474)
---------------- ----------------
Total deferred tax liability ..................................... (43,617) (35,474)
---------------- ----------------

Net deferred tax asset (liability) ............................... $ 108,674 $ (35,474)
================ ================
</TABLE>

The net operating loss carryforward expires in 2013. No valuation allowance
is recorded for the net operating loss carryforward as the Company believes
recovery is more likely than not.

8. Contingencies

The Company is involved in no litigation that would have a material adverse
affect on the Company's financial condition or results of operations.

9. Stockholder's Equity

The declaration of dividends which can be paid by the Company is regulated
by the State of New York Insurance Law. The Company must file a notice of
its intention to declare a dividend and the amount thereof with the
superintendent at least thirty days in advance of any proposed dividend
declaration. No dividends were paid to JNL in 1998, 1997 or 1996.

10. Lease Obligation

The Company entered into a cancelable operating lease agreement under which
it occupies office space. The rent expense was $108,480 and $18,080 during
1998 and 1997, respectively. The future lease obligations relating to this
lease are as follows:

1999 $ 108,480
2000 108,932
2001 111,192
2002 112,096
2003 116,616
Thereafter 463,300
------------
Total $ 1,020,616
=============

11. Related Party Transactions

The Company's investment portfolio is managed by PPM America, Inc. ("PPM"),
a registered investment advisor and a wholly owned subsidiary of
Prudential. The Company paid $7,498 to PPM for investment advisory services
during 1998.

The Company has a service agreement with its parent, JNL, under which JNL
provides certain administrative services. Administrative fees for 1998 were
$29,758. There were no product sales during 1997 or 1996; therefore, no
cost allocation was made.
<PAGE>
PART C. OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements:

(1) Financial statements and schedules included in Part A:

Condensed Financial Information

(2) Financial statements and schedules included in Part B:
Jackson National Life Insurance Company of
New York Report of Independent
Accountants at December 31, 1998
Balance Sheet for the years ended December
31, 1998 and 1997
Income Statement for the years ended
December 31, 1998, 1997 and 1996
Statementof Stockholder's Equity for the
years ended December 31, 1998, 1997
and 1996
Statementof Cash Flows for the years ended
December 31, 1998, 1997 and 1996
Notes to Financial Statements

Item 24.(b) Exhibits

Exhibit
No. Description

1. Resolution of Depositor's Board of Directors
authorizing the establishment of the Registrant,
attached hereto.

2. Not Applicable

3. Form of General Distributor Agreement, attached
hereto.

4.a. Form of the Perspective Advisors Fixed and Variable
Annuity Contract, attached hereto.

4.b. Form of the Perspective Advisors Fixed and Variable
Annuity Contract (Unisex Tables), attached hereto.

5. Form of the Perspective Advisors Fixed and Variable
Annuity Application, attached hereto.

6.a. Declaration and Charter of Depositor, attached
hereto.

b. Bylaws of Depositor, attached hereto.

7. Not Applicable

8. Not Applicable

9. Opinion and consent of counsel, to be filed by
amendment.

10. Consent of independent auditors, to be filed by
amendment.

11. Not Applicable

12. Not Applicable

13. Not Applicable

14. Not Applicable

Item 25. Directors and Officers of the Depositor

Name and Principal Positions and Offices
Business Address with Depositor
---------------- --------------

Donald B. Henderson, Jr. Director
4A Rivermere Apartments
Bronxville, NY 10708

Henry J. Jacoby Director
305 Riverside Drive
New York, NY 10025

David L. Porteous Director
20434 Crestview Drive
Reed City, MI 49777

Jay A. Elliott Senior Vice President -
10710 Midlothian Turnpike Divisional Director Northeast
Suite 301 and Director
Richmond, VA 23235

Alan C. Hahn Senior Vice President -
5901 Executive Drive Marketing and
Lansing, MI 48911 Director

Andrew B. Hopping Executive Vice President,
5901 Executive Drive Chief Financial Officer
Lansing, MI 48911 and Director

Thomas J. Meyer Senior Vice President,
5901 Executive Drive Secretary, General Counsel &
Lansing, MI 48911 Director

Andrew Olear II Director
2900 Westchester Avenue
Suite 305
Purchase, NY 10577

Robert P. Saltzman President, Chief Executive
5901 Executive Drive Officer
Lansing, MI 48911

Clark P. Manning Chief Operating Officer and
5901 Executive Drive Chief Actuary
Lansing, MI 48911

William A. Gray Senior Vice President -
5901 Executive Drive Product Development &
Lansing, MI 48911 Special Markets

David B. LeRoux Senior Vice President -
5 Becker Farm Road Group Pension
Roseland, NJ 07068

J. George Napoles Senior Vice President &
5901 Executive Drive Chief Information Officer
Lansing, MI 48911

Scott L. Stoltz Senior Vice President -
5901 Executive Drive Administration
Lansing, MI 48911

John B. Banez Vice President - Systems and
5901 Executive Drive Programming
Lansing, MI 48911

Barry L. Bulakites Vice President - Resource
5901 Executive Drive Development
Lansing, MI 48911

Gerald W. Decius Vice President - Systems Model
5901 Executive Drive Office
Lansing, MI 48911

Lisa C. Drake Vice President & Actuary
5901 Executive Drive
Lansing, MI 48911

Joseph D. Emanuel Vice President, Associate
5901 Executive Drive General Counsel and Assistant
Lansing, MI 48911 Secretary

Robert A. Fritts Vice President & Controller -
5901 Executive Drive Financial Operations
Lansing, MI 48911

Victor Gallo Vice President - Group Pension
5 Becker Farm Road
Roseland, NJ 07068

Rhonda K. Grant Vice President - Government
5901 Executive Drive Relations
Lansing, MI 48911

Wyvetter A. Holcomb Vice President - Telephone
5901 Executive Drive Service Center
Lansing, MI 48911

Brion S. Johnson Vice President - Financial
5901 Executive Drive Operations and Treasurer
Lansing, MI 48911

Timo P. Kokko Vice President - Support
5901 Executive Drive Services
Lansing, MI 48911

Everett W. Kunzelman Vice President - Underwriting
5901 Executive Drive
Lansing, MI 48911

Lynn W. Lopes Vice President - Group Pension
5 Becker Farm Road
Roseland, NJ 07068

Keith R. Moore Vice President - Technology
5901 Executive Drive
Lansing, MI 48911

P. Chad Myers Vice President - Asset
5901 Executive Drive Liability Management
Lansing, MI 48911

John O. Norton Vice President - Actuary
5901 Executive Drive
Lansing, MI 48911

Bradley J. Powell Vice President - Institutional
210 Interstate North Parkway Marketing Group
Suite 300
Atlanta, GA 30339

James B. Quinn Vice President - Broker
5901 Executive Drive Management
Lansing, MI 48911

Barbra L. Snyder Senior Vice President &
5901 Executive Drive Chief Actuary
Lansing, MI 48911

Robert M. Tucker Vice President - Technical
5901 Executive Drive Support
Lansing, MI 48911

Connie J. VanDoorn Vice President - Variable
8055 E. Tufts Avenue Annuity Administration
Suite 200
Denver, CO 80237

Item 26. Persons Controlled by or Under Common Control with the
Depositor or Registrant.

State of Control/
Company Organization Ownership Principal Business
- ------- ------------ --------- ------------------

Anoka Realty Delaware 100% Jackson Realty
National Life
Insurance
Company

Brooke Delaware 100% Holding Company
Holdings, Inc. Holborn Activities
Delaware
Partnership

Brooke Delaware 100% Brooke Holding Company
Finance Holdings, Inc. Activities
Corporation

Brooke Life Michigan 100% Brooke Life Insurance
Insurance Holdings, Inc.
Company

Carolina North 96.65% Jackson Manufacturing
Steel Carolina National Life Company
Insurance
Company

Cherrydale Delaware 96.4% Jackson Candy
Farms, Inc. National Life
Insurance
Company

Cherrydale Delaware 72.5% Jackson Holding Company
Holdings, Inc. National Life Activities
Insurance
Company

Chrissy Delaware 100% Jackson Advertising Agency
Corporation National Life
Insurance
Company

First Federal California 100% Jackson Marketing Agency
Service Federal
Corporation Savings Bank

Holborn Delaware 80% Prudential Holding Company
Delaware One Limited, Activities
Partnership 10% Prudential
Two Limited,
10% Prudential
Three Limited

IPM Products Delaware 93% Jackson Auto Parts
Group National Life
Insurance Company

Jackson USA 100% JNL Savings & Loan
Federal Thrift Holdings,
Savings Bank Inc.

Jackson Michigan 100% Jackson Investment Adviser,
National National Life and Transfer Agent
Financial Insurance
Services, LLC Company

Jackson Delaware 100% Jackson Advertising/
National National Life Marketing
Life Insurance Corporation and
Distributors, Company Broker/Dealer
Inc.

Jackson Michigan 100% Brooke Life Insurance
National Life
Life Insurance Insurance
Company Company

JNL Series Massachusetts Common Law Investment Company
Trust Trust with
contractual
association
with Jackson
National Life
Insurance
Company of New
York

JNL Thrift Michigan 100% Jackson Holding Company
Holdings, Inc. National Life
Insurance Company

JNL Variable Delaware 100% Jackson Investment Company
Fund LLC National
Separate
Account - I

JNL Variable Delaware 100% Jackson Investment Company
Fund III LLC National
Separate
Account III

JNL Variable Delaware 100% Jackson Investment Company
Fund V LLC National
Separate
Account V

JNLNY Variable Delaware 100% JNLNY Investment Company
Fund I LLC Separate
Account I

JNLNY Variable Delaware 100% JNLNY Investment Company
Fund II LLC Separate
Account II

LePages, Delaware 100% Jackson Adhesives
Inc. National Life
Insurance
Company

LePages Delaware 100% Jackson Adhesives
Management National Life
Co., LLC Insurance
Company

National Delaware 100% National Broker/Dealer
Planning Planning and Investment
Corporation Holdings, Inc. Adviser

National Delaware 100% Brooke Holding Company
Planning Holdings, Inc. Activities
Holdings, Inc.

PPM Special 80% Jackson
Investment National Life
Fund Insurance Company

Prudential United 100% Holding Company
Corporation Kingdom Prudential
Holdings Corporation
Limited PLC

Prudential United Publicly Financial
Corporation Kingdom Traded Institution
PLC

Prudential England and 100% Holding
One Limited Wales Prudential Company
Corporation Activities
Holdings
Limited

Prudential England and 100% Holding
Two Limited Wales Prudential Company
Corporation Activities
Holdings
Limited

Prudential England and 100% Holding
Three Limited Wales Prudential Company
Corporation Activities
Holdings
Limited

SII Wisconsin 100% Broker/Dealer
Investments, National
Inc. Planning
Holdings, Inc.

Item 27. Number of Contract Owners as of August 1, 1999.

Qualified 0
Non-qualified 0

Item 28. Indemnification

Provision is made in the Company's By-Laws for indemnification by the
Company of any person made or threatened to be made a party to an action or
proceeding, whether civil or criminal by reason of the fact that he or she is or
was a director, officer or employee of the Company or then serves or has served
any other corporation in any capacity at the request of the Company, against
expenses, judgments, fines and amounts paid in settlement to the full extent
that officers and directors are permitted to be indemnified by the laws of the
State of New York.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against liabilities (other than the payment by the Company of expenses incurred
or paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

Item 29. Principal Underwriter

(a) Jackson National Life Distributors, Inc. acts as general
distributor for the JNLNY Separate Account II. Jackson National Life
Distributors, Inc. also acts as general distributor for the Jackson National
Separate Account - I, the Jackson National Separate Account III, the Jackson
National Separate Account V and the JNLNY Separate Account I.

(b) Directors and Officers of Jackson National Life Distributors, Inc.:

Name and Positions and Offices
Business Address with Underwriter
---------------- ----------------

Robert P. Saltzman Director
5901 Executive Dr.
Lansing, MI 48911

Andrew B. Hopping Director, Vice President and
5901 Executive Dr. Chief Financial Officer
Lansing, MI 48911

Michael A. Wells Director, President and
401 Wilshire Blvd. Chief Executive Officer
Suite 1200
Santa Monica, CA 90401

Mark D. Nerud Chief Operating Officer
225 West Wacker Drive
Suite 1200
Chicago, IL 60606

Willard Barrett Senior Vice President
3500 S. Blvd., Ste. 18B
Edmond, OK 73013

Jay A. Elliott Senior Vice President
10710 Midlothian Turnpike
Suite 301
Richmond, VA 23235

Douglas K. Kinder Senior Vice President
1018 W. St. Maartens Dr.
St. Joseph, MO 64506

Scott W. Richardson Senior Vice President
900 Circle 75 Parkway
Suite 1750
Atlanta, GA 30339

Gregory B. Salsbury Senior Vice President
401 Wilshire Blvd.
Suite 1200
Santa Monica, CA 90401

Sean P. Blowers Vice President
401 Wilshire Boulevard
Suite 1200
Santa Monica, CA 90401

Barry L. Bulakites Vice President
401 Wilshire Blvd.
Suite 1200
Santa Monica, CA 90401

Michael A. Hamilton Vice President
401 Wilshire Blvd.
Suite 1200
Santa Monica, CA 90401

Christine A. Pierce-Tucker Vice President
401 Wilshire Boulevard
Suite 1200
Santa Monica, CA 90401

Stephen J. Pilger Vice President
401 Wilshire Blvd.
Suite 1200
Santa Monica, CA 90401

Kelli J. Stiles Vice President
401 Wilshire Boulevard
Suite 1200
Santa Monica, CA 90401

(c)

New Under- Compensation
writing on
Name of Discounts Redemption
Principal and or Annuiti- Brokerage
Underwriter Commissions zation Commissions Compensation
- ----------- ----------- ------ ----------- ------------

Jackson
National
Life Not Not Not Not
Distributors, Applicable Applicable Applicable Applicable
Inc.

Item 30. Location of Accounts and Records

Jackson National Life Insurance Company of New York
2900 Westchester Avenue
Purchase, New York 10577

Jackson National Life Insurance Company of New York
Annuity Service Center
8055 East Tufts Ave., Second Floor
Denver, Colorado 80237

Jackson National Life Insurance Company of New York
Institutional Marketing Group Service Center
5901 Executive Drive
Lansing, Michigan 48911

Jackson National Life Insurance Company of New York
225 West Wacker Drive, Suite 1200
Chicago, IL 60606

Item 31. Management Services

Not Applicable

Item 32. Undertakings

(a) Registrant hereby undertakes to file a post-effective
amendment to this registration statement as frequently as is necessary to ensure
that the audited financial statements in the registration statement are never
more than 16 moths old for so long as payments under the variable annuity
contracts may be accepted.

(b) Registrant hereby undertakes to include either (1) as part
of any application to purchase a contract offered by the prospectus, a space
that an applicant can check to request a Statement of Additional Information, or
(2) a post card or similar written communication affixed to or included in the
prospectus that the applicant can remove to send for a Statement of Additional
Information.

(c) Registrant hereby undertakes to deliver any Statement of
Additional Information and any financial statements required to be made
available under this Form promptly upon written or oral request.

(d) Jackson National Life Insurance Company of New York
represents that the fees and charges deducted under the contract, in the
aggregate, are reasonable in relation to the services rendered, the expenses to
be incurred, and the risks assumed by Jackson National Life Insurance Company of
New York.

(e) The Registrant hereby represents that any contract offered
by the prospectus and which is issued pursuant to Section 403(b) of the Internal
Revenue Code of 1986, as amended, is issued by the Registrant in reliance upon,
and in compliance with, the Securities and Exchange Commission's industry-wide
no-action letter to the American Council of Life Insurance (publicly available
November 28, 1988) which permits withdrawal restrictions to the extent necessary
to comply with IRC Section 403(b)(11).

<PAGE>
SIGNATURES

As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Registrant has caused this Registration Statement to be signed
on its behalf, in the City of Lansing, and State of Michigan, on this 10th day
of September, 1999.

JNLNY Separate Account II
---------------------------------------------------------
(Registrant)

By: Jackson National Life Insurance Company of New York

By: /s/ Thomas J. Meyer
--------------------------------------------------
Thomas J. Meyer
Vice President, General Counsel and Director

Jackson National Life Insurance Company of New York
---------------------------------------------------------
(Depositor)

By: /s/ Thomas J. Meyer
--------------------------------------------------
Thomas J. Meyer
Vice President, General Counsel and Director

As required by the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.

/s/ Andrew B. Hopping by Thomas J. Meyer * September 10, 1999
- ----------------------------------------------------- ------------------
Andrew B. Hopping, Executive Vice President, Date
Chief Financial Officer and Director

/s/ Andrew Olear II by Thomas J. Meyer* September 10, 1999
- ----------------------------------------------------- ------------------
Andrew Olear II, Director Date

/s/ Jay A. Elliott by Thomas J. Meyer * September 10, 1999
- ----------------------------------------------------- ------------------
Jay A. Elliott, Senior Vice President Date
and Director

/s/ Alan C. Hahn by Thomas J. Meyer * September 10, 1999
- ----------------------------------------------------- ------------------
Alan C. Hahn, Senior Vice President Date
and Director

<PAGE>

/s/ Thomas J. Meyer September 10, 1999
- ----------------------------------------------------- ------------------
Thomas J. Meyer, Senior Vice President, Date
General Counsel, Secretary and Director

/s/ Donald B. Henderson by Thomas J. Meyer * September 10, 1999
- ----------------------------------------------------- ------------------
Donald B. Henderson, Director Date

/s/ Henry J. Jacoby by Thomas J. Meyer * September 10, 1999
- ----------------------------------------------------- ------------------
Henry J. Jacoby, Director Date

/s/ David C. Porteous by Thomas J. Meyer * September 10, 1999
- ----------------------------------------------------- ------------------
David C. Porteous, Director Date

/s/ Thomas J. Meyer September 10, 1999
- ----------------------------------------------------- ------------------
* Thomas J. Meyer, Attorney In Fact Date

<PAGE>
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned as directors and/or
officers of JACKSON NATIONAL LIFE INSURANCE COMPANY OF NEW YORK, a New York
corporation, which has filed or will file with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933 and Investment
Company Act of 1940, as amended, various Registration Statements and amendments
thereto for the registration under said Acts of the sale of Individual Deferred
Fixed and Variable Annuity Contracts in connection with the JNLNY Separate
Account II and other separate accounts of Jackson National Life Insurance
Company of New York, hereby constitute and appoint Thomas J. Meyer, Andrew B.
Hopping and Joseph D. Emanuel, his attorney, with full power of substitution and
resubstitution, for and in his name, place and stead, in any and all capacities
to approve and sign such Registration Statements and any and all amendments
thereto, with power where appropriate to affix the corporate seal of said
corporation thereto and to attest with seal and to file the same, with all
exhibits thereto and other granting unto said attorneys, each of them, full
power and authority to do and perform all and every act and thing requisite to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming that which said attorneys, or any of them, may lawfully do or cause
to be done by virtue hereof. This instrument may be executed in one or more
counterparts.

IN WITNESS WHEREOF, the undersigned have herewith set their names as of the
dates set forth below.

/s/ Andrew B. Hopping 6/14/99
- ----------------------------------------------------- ------------------
Andrew B. Hopping Date
Executive Vice President, Chief Financial Officer
and Director

/s/ Jay A. Elliott 6/14/99
- ----------------------------------------------------- ------------------
Jay A. Elliott Date
Senior Vice President and Director

/s/ Alan C. Hahn 6/30/99
- ----------------------------------------------------- ------------------
Alan C. Hahn Date
Senior Vice President and Director

/s/ Andrew Olear II 6/14/99
- ----------------------------------------------------- ------------------
Andrew Olear II Date
Chief Administrative Officer and Director

/s/ Thomas J. Meyer 6/14/99
- ----------------------------------------------------- ------------------
Thomas J. Meyer Date
Senior Vice President, General Counsel and Director

/s/ Donald B. Henderson, Jr. 6/14/99
- ----------------------------------------------------- ------------------
Donald B. Henderson, Jr. Date
Director

<PAGE>
Jackson National Life Insurance Company of New York
JNLNY Separate Account II
Power of Attorney

/s/ Henry J. Jacoby 6/14/99
- ----------------------------------------------------- ------------------
Henry J. Jacoby Date
Director

/s/ David L. Porteous 6/14/99
- ----------------------------------------------------- ------------------
David L. Porteous Date
Director

<PAGE>
EXHIBIT LIST

Exhibit
Number Description
- ------ -----------

1. Resolution of Depositor's Board of Directors
authorizing the establishment of the Registrant,
attached hereto as EX-99.B-1.

3. Form of General Distributor Agreement, attached
hereto as EX-99.B-3.

4.a. Form of the Perspective Advisors Fixed and Variable
Annuity Contract, attached hereto as EX-99.B-4a.

4.b. Form of the Perspective Advisors Fixed and Variable
Annuity Contract (Unisex Tables), attached hereto as
EX-99.B-4b.

5. Form of the Perspective Advisors Fixed and Variable
Annuity Application, attached hereto as EX-99.B-5.

6.a. Declaration and Charter of Depositor, attached hereto
as EX-99.B-6a.

6.b. Bylaws of Depositor, attached hereto as EX-99.B-6b.

EX-99.B-1
CERTIFICATE OF SECRETARY
JACKSON NATIONAL LIFE INSURANCE COMPANY OF NEW YORK

The undersigned, being the duly elected, qualified and acting Secretary of
Jackson National Life Insurance Company of New York, a New York corporation
("JNLNY"), hereby certifies that the attached is a full, true and correct copy
of resolutions duly adopted by the Board of Directors of JNLNY at a meeting held
on the 10th day of November, 1998 at which a quorum was present; and that such
resolutions have not been altered or repealed and remain in full force and
effect as of the date hereof.

WHEREAS, Section 4240 of the New York Insurance Laws permits a
domestic life insurance company to establish one or more
separate accounts;

WHEREAS, it is desired that the Company create three
additional such separate accounts to house certain of its
variable annuity products;

NOW, THEREFORE, BE IT RESOLVED, that Separate Accounts II, III
and IV referred to herein as "Separate Account" are hereby
established;

FURTHER RESOLVED that income, gains and losses, whether or not
realized, from assets allocated to the Separate Account shall
be credited to or charged against such account without regard
to other income, gains or losses of the Company;

FURTHER RESOLVED that the assets of Separate Account shall be
derived solely from (a) sale of variable annuity or life
products, (b) funds corresponding to dividend accumulation
with respect to investment of such assets, and (c) advances
made by the Company in connection with operation of Separate
Account;

FURTHER RESOLVED that the underlying investments in the
Separate Account will meet the investment limitations
prescribed in Section 4240 and other applicable sections of
the New York Insurance Law;

FURTHER RESOLVED that this Company shall maintain in Separate
Account assets with a fair market value at least equal to the
statutory valuation reserves for the variable annuity or life
policies;

FURTHER RESOLVED that any two of the President, Vice
Presidents and/or the Treasurer of the Company (the
"Officers") be, and each of them hereby is authorized in his
or her discretion, as it may deem appropriate from time to
time, in accordance with applicable laws and regulations (a)
to divide Separate Account into divisions and sub-divisions
with each division or sub-division investing in shares of
designated classes of designated investment companies or other
appropriate securities, (b) to modify or eliminate any such
divisions or sub-divisions, (c) to designate further any
division or sub-division thereof and (d) to change the
designation of Separate Account to another designation;

FURTHER RESOLVED that the Officers of the Company be, and each
of them hereby is, authorized to invest cash from the
Company's general account in Separate Account or in any
division thereof as may be deemed necessary or appropriate to
facilitate the commencement of the operations of Separate
Account or to meet any minimum capital requirements under the
Investment Company Act of 1940, as amended, and to transfer
cash or securities from time to time between the Company's
general account and Separate Account as deemed necessary or
appropriate so long as such transfers are not prohibited by
law and are consistent with the terms of the variable annuity
or life policies issued by the Company providing for
allocations to Separate Account;

FURTHER RESOLVED that authority is hereby delegated to the
President of the Company to adopt procedures providing for,
among other things, criteria by which the Company shall
provide for a pass-through of voting rights to the owners of
variable annuity or life policies issued by the Company,
providing for allocation to Separate Account with respect to
the shares of any investment companies which are held in
Separate Account;

FURTHER RESOLVED that the Officers of the Company be, and each
of them hereby is, authorized and directed to prepare and
execute any necessary agreements to enable Separate Account to
invest or reinvest the assets of Separate Account in
securities issued by investment companies registered under the
Investment Company Act of 1940, as amended; or other
appropriate securities as the Officers of the Company may
designate pursuant to the provisions of the variable annuity
or life policies issued by the Company providing for
allocations to Separate Account;

FURTHER RESOLVED that the fiscal year of Separate Account
shall end on the 31st day of December each year;

FURTHER RESOLVED that the Company may register under the
Securities Act of 1933 variable annuity or life policies, or
units of interest thereunder, under which amounts will be
allocated by the Company to Separate Account to support
reserves for such policies and, in connection therewith, the
Officers of the Company be, and each of them hereby is,
authorized to prepare, execute and file with the Securities
and Exchange Commission, in the name and on behalf of the
Company, registration statements under the Securities Act of
1933, including prospectuses, supplements, exhibits and other
documents relating thereto, and amendments to the foregoing,
in such form as the Officer executing the same may deem
necessary or appropriate;

FURTHER RESOLVED that the Officers of the Company be, and each
of them hereby is, authorized to take all actions necessary to
register Separate Account as a unit investment trust under the
Investment Company Act of 1940, as amended, and to take such
related actions as they deem necessary and appropriate to
carry out the foregoing;

FURTHER RESOLVED that the Officers of the Company be, and each
of them hereby is, authorized to prepare, execute and file
with the Securities and Exchange Commission, applications and
amendments thereto for such exemptions from or orders under
the Investment Company Act of 1940, as amended, and the
Securities Act of 1933, and to request from the Securities and
Exchange Commission no action and interpretative letters as
they may from time to time deem necessary or desirable;

FURTHER RESOLVED that the Officers of the Company be, and each
of them hereby is, authorized to prepare, execute and file all
periodic reports required under the Investment Company Act of
1940, as amended, and the Securities Exchange Act of 1934;

FURTHER RESOLVED that the President of the Company, or such
person as is designated by him, is hereby appointed as agent
for service under any such registration statement and is duly
authorized to receive communications and notices from the
Securities and Exchange Commission with respect thereto, and
to exercise powers given to such agent by the Securities Act
of 1933 and the Rules thereunder and any other necessary Acts;

FURTHER RESOLVED that the Officers of the Company be, and each
of them hereby is, authorized to execute and deliver all such
documents and papers and to do or cause to be done all such
acts and things as they may deem necessary or desirable to
carry out the foregoing resolutions and the intent and purpose
thereof; and

FURTHER RESOLVED that the Officers of the Company be, and each
of them hereby is, authorized to effect in the name and on
behalf of the Company, all such registrations, filings and
qualifications under the Securities Act of 1933 and the
Investment Company Act of 1940, as amended, or blue sky or
other applicable securities laws and regulations and under
insurance securities laws and insurance laws and regulations
of such states and other jurisdictions as they may deem
necessary or appropriate, with respect to the Company,
Separate Account, and with respect to any variable annuity or
life policies under which amounts will be allocated by the
Company to Separate Account to support reserves for such
policies; such authorization shall include registration,
filing and qualification of the Company and of said policies,
as well as registration, filing and qualification of officers,
employees and agents of the Company as brokers, dealers,
agents, salesmen or otherwise; and such authorization shall
also include, in connection therewith, authority to prepare,
execute, acknowledge and file all such applications,
applications for exemptions, certificates, affidavits,
covenants, consents to service of process and other
instruments, and to take all such action as the Officer
executing the same or taking such action may deem necessary or
desirable.

Dated: September 9, 1999 /s/ Thomas J. Meyer
------------------------------------
Thomas J. Meyer, Secretary

EX-99.B3

GENERAL DISTRIBUTOR AGREEMENT

IT IS HEREBY AGREED by and between JACKSON NATIONAL LIFE INSURANCE
COMPANY OF NEW YORK ("COMPANY") and JACKSON NATIONAL LIFE DISTRIBUTORS, INC.
("JNLD") as follows:

COMPANY proposes to issue and sell certain annuity contracts ("Annuity
Contracts") to the public through JNLD. JNLD agrees to provide sales services
subject to the terms and conditions hereof. Annuity Contracts to be sold
hereunder are any and all variable and fixed annuity contracts issued by COMPANY
and JNLNY Separate Account II (the "Separate Account"). JNLD is registered as a
broker-dealer under the Securities Exchange Act of 1934, as amended, and is a
member of the National Association of Securities Dealers, Inc.

COMPANY grants to JNLD the right, during the term of this Agreement,
subject to registration requirements of the relevant Federal securities laws, to
be the distributor of Annuity Contracts referred to above. JNLD will distribute
Annuity Contracts at a price to be set by COMPANY and will make such
distributions to purchasers permitted to buy such Annuity Contracts as specified
in the prospectus.

III

JNLD is hereby authorized, subject to disapproval by COMPANY, to enter
into separate agreements with broker-dealers registered under the Securities
Exchange Act of 1934, as amended, and members of the National Association of
Securities Dealers, Inc., to participate in the distribution of Annuity
Contracts as JNLD shall deem appropriate. COMPANY reserves the right to review
and accept or reject all applications for Annuity Contracts. All premium
payments for such Annuity Contracts shall be sent to the office designated for
such by COMPANY.

COMPANY shall furnish JNLD with copies of such information, financial
statements and other documents requested by JNLD for use in connection with the
distribution of Annuity Contracts, as may be deemed by reasonable by COMPANY.
COMPANY shall provide to JNLD such number of copies of the currently effective
prospectus as JNLD and COMPANY shall agree upon from time to time.

JNLD is not authorized to give any information, or to make any
representations concerning the Separate Account or COMPANY, other than as
contained in the current registration statement or prospectus filed with the
Securities and Exchange Commission or such sales literature as may be authorized
by COMPANY.

Both parties to this Agreement agree to keep necessary records as
indicated by applicable state and federal law and to render the necessary
assistance to one another for the accurate and timely preparation of such
records.
<PAGE>
VII

Commissions payable with respect to Annuity Contracts shall be paid by
COMPANY, and nothing herein shall obligate JNLD to pay any commissions or other
remuneration to the registered representatives selling the Annuity Contracts or
to reimburse such registered representatives for expenses incurred by them, nor
shall JNLD have any interest whatsoever in any commissions or other remuneration
payable to registered representative by COMPANY.

VIII

Each party (the "Indemnifying Party") hereby agrees to release,
indemnify, and hold harmless the other party, its officers, directors,
employees, agents, servants, predecessors or successors from any claims or
liability arising out of the breach of this Agreement by the Indemnifying Party
or arising out of acts or omissions of the Indemnifying Party or its agents,
appointees, independent contractors or employees not authorized by this
Agreement, including the violation of the federal and state securities laws and
ERISA or arising from acts of misrepresentation or false declaration concerning
the products sold hereunder.

This Agreement shall remain in effect unless terminated as hereinafter
provided. This Agreement shall automatically terminate in the event of its
assignment by JNLD. This Agreement may be terminated by either party hereto at
any time upon not less than 60 days' written notice to the other party.
<PAGE>
X

All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been given on the date
of service if served personally on the party to whom notice is to be given, or
on the date of mailing if sent by first class mail, registered or certified,
postage prepaid and properly addressed as follows:

TO COMPANY:
Jackson National Life Insurance Company of New York
2900 Westchester Avenue
Purchase, New York 10577
Attention: Robert P. Saltzman

TO JNLD:
Jackson National Life Distributors, Inc.
401 Wilshire Boulevard, Suite 1200
Santa Monica, California 90401
Attention: Michael A. Wells

IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be signed on their behalf by their respective officers thereunto duly
authorized.

This Agreement is effective as of the _____ day of ______________,
_________.

JACKSON NATIONAL LIFE INSURANCE COMPANY OF NEW YORK

By:
-------------------------------------------------------
Its:
-------------------------------------------------------

JACKSON NATIONAL LIFE DISTRIBUTORS, INC.

By:
-------------------------------------------------------
Its:
-------------------------------------------------------

EX-99.B-4a

JACKSON NATIONAL LIFE INSURANCE COMPANY OF NEW YORK
2900 WESTCHESTER AVENUE
PURCHASE, NEW YORK 10577 [GRAPHIC]
A STOCK COMPANY

Will pay the benefits provided in this policy
subject to its terms and conditions.
- --------------------------------------------------------------------------------

Thank you for choosing Jackson National Life Insurance Company of New York
("The Company"). If You have any questions, please contact the Company at
the address and telephone number shown on the Contract Data Page.

THIS ANNUITY CONTRACT OFFERED BY THE COMPANY IS A CONTRACT
BETWEEN YOU, THE OWNER, AND THE COMPANY.
READ YOUR CONTRACT CAREFULLY.

THE VALUE OF AMOUNTS ALLOCATED TO THE SEPARATE ACCOUNT DURING THE ACCUMULATION
AND ANNUITY PERIODS IS NOT GUARANTEED AND MAY INCREASE OR DECREASE BASED UPON
THE INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT. IF THE ACTUAL INVESTMENT
RATES EXPERIENCED BY THE SEPARATE ACCOUNT ASSETS ARE LESS THAN 6.0%, VARIABLE
ANNUITY PAYMENTS WILL DECREASE OVER TIME. ON AN ANNUAL BASIS THE ASSET CHARGE
EQUALS 1.5% OF THE DAILY NET ASSET VALUE OF THE SEPARATE ACCOUNT.

THE GUARANTEED OPTIONS ARE SUBJECT TO A MARKET VALUE ADJUSTMENT WHICH MAY
INCREASE OR DECREASE AMOUNTS WITHDRAWN, BUT THE GUARANTEED ACCOUNT CONTRACT
VALUE WILL NEVER DECREASE TO LESS THAN THE GUARANTEED ACCOUNT MINIMUM VALUE.

- --------------------------------------------------------------------------------
NOTICE OF TWENTY-DAY RIGHT TO EXAMINE POLICY
You may return this Contract to the selling agent or Jackson National Life
Insurance Company of New York within 20 days after You receive it. Upon receipt
of this Contract, the Company will refund the full premium allocated to the
Guaranteed Options. The Company will also refund the amounts allocated to the
Separate Account less the amount credited to the Separate Account plus the
Separate Account Contract Value. Upon such refund, this Contract shall be void.
The effective date of the surrender, and the date the funds in the Separate
Account will be valued, will be the date the Contract was mailed to the Company,
or returned to Your selling agent.
- --------------------------------------------------------------------------------
FLEXIBLE PREMIUM INDIVIDUAL THIS CONTRACT IS SIGNED BY THE COMPANY
DEFERRED FIXED AND VARIABLE /s/ Thomas J. Meyer
ANNUITY CONTRACT. DEATH SECRETARY
BENEFIT PRIOR TO MATURITY. /s/ Robert P. Saltzman
MONTHLY INCOME AT MATURITY. PRESIDENT
NONPARTICIPATING.

VA402
<PAGE>
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
- --------------------------------------------------------------------------------

Provision Page Number
--------- -----------

Contract Data Page [ii

Definitions 1

General Provisions 3

Accumulation Provisions 6

Withdrawal Provisions 8

Death Benefit Provisions 9

Income Provisions 11

Table of Income Options 14]

i VA402-i
<PAGE>
- --------------------------------------------------------------------------------
CONTRACT DATA PAGE
- --------------------------------------------------------------------------------

Contract Number: [1234567890]

Owner: [John Doe]

Joint Owner: [Jane Doe]

Annuitant: [John Doe]

Joint Annuitant: [Jane Doe]

Issue Date: [July 1, 1997]

Issue State: [New York]

Annual Contract Maintenance Charge: $30.00

Asset Charges:

On an annual basis, this charge equals 1.50%
of the daily net asset value of the Separate
Account.

Transfer/Transfer Charge: A fee of $25.00 is charged for transfers in
excess of 15 in a Contract year.

FROM INVESTMENT PORTFOLIO TO INVESTMENT
PORTFOLIO. Both prior to and after the
Income Date, You may transfer all or a
portion of Your investment in one Investment
Portfolio to another Investment Portfolio.

FROM INVESTMENT PORTFOLIO TO A GUARANTEED
OPTION. Prior to the Income Date, You may
transfer all or a portion of Your investment
in an Investment Portfolio(s) to a
Guaranteed Option(s).

FROM A GUARANTEED OPTION TO A GUARANTEED
OPTION OR INVESTMENT PORTFOLIO. Other than
transfers made during the 30-day period
after the end of a maturing Guaranteed
Option period (see Guaranteed Options under
Accumulation Provisions), transfers of
amounts between Guaranteed Options or from a
Guaranteed Option to an Investment Portfolio
are subject to a Market Value Adjustment.

ii VA402-ii

<PAGE>
- --------------------------------------------------------------------------------
CONTRACT DATA PAGE (CONT'D)
- --------------------------------------------------------------------------------

Premium(s): Premiums are flexible. This means that the
Owner may change the amounts, frequency or
timing of Premiums. The initial Premium must
be at least $25,000. Subsequent Premiums
must be at least $5,000 for Nonqualified
Plan contracts and $2,000 for Qualified Plan
contracts. Total Premiums under a contract
may not exceed $1,000,000. The Company may
waive the minimums or maximums.

The Owner may allocate Premiums among the
Guaranteed Options and the Investment
Portfolios. Such election may be made in any
percent from [0% to 100%] in whole
percentages, provided that the minimum that
may be allocated to a Guaranteed Option or
an Investment Portfolio is $100.

Guaranteed Options: Guaranteed Options may be elected for
periods of 1 or 3 years

Investment Portfolios: [JNL Series Trust]

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

Service Center: Express Mail:
[Jackson National Life [Jackson National Life Insurance Company
Insurance Company of New York of New York
2900 Westchester Avenue 2900 Westchester Avenue
Purchase, New York 10577 Purchase, New York 10577
1/888/367-5651] 1/888/367-5651]

iii VA402-iii
<PAGE>

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

ANNUITANT. The natural person on whose life the annuity payments for this
Contract are based. The Owner may change the Annuitant at any time prior to the
Income Date, unless the Owner is a non-individual.

BENEFICIARY(IES). The person(s) designated to receive any Contract benefits upon
the death of the Owner.

BUSINESS DAY. Each day when both the Company's Service Center and the New York
Stock Exchange are open for business. The Company Business Day closes when the
New York Stock Exchange closes, usually 4:00 p.m. Eastern time.

CONTRACT OPTION. One of the options offered by the Company under this Contract.
Each option is more fully explained in the Accumulation Provisions.

CONTRACT VALUE. The sum of the Separate Account Contract Value and the
Guaranteed Account Contract Value.

GUARANTEED ACCOUNT. The Guaranteed Account consists of the Guaranteed Options
under this Contract. Allocations made to the Guaranteed Account are invested in
the general account of the Company. The general account is made up of all
general assets of the Company, other than those in the Separate Account, and
other segregated asset accounts.

GUARANTEED ACCOUNT CONTRACT VALUE. The sum of the Guaranteed Option Values under
this Contract.

GUARANTEED ACCOUNT MINIMUM VALUE. The sum of the Guaranteed Option Minimum
Values under this Contract.

GUARANTEED OPTION(S). Contract Option(s) within the Guaranteed Account which
earns a declared rate of interest for a specified number of years and which may
be subject to a Market Value Adjustment.

GUARANTEED OPTION MINIMUM VALUE. The sum of Premiums and any subsequent amounts
allocated to a Guaranteed Option, accumulated at not less than 3%, less any
amounts withdrawn for transfers, charges, deductions or surrenders.

GUARANTEED OPTION VALUE. The Guaranteed Option Value is: (1) the Premium and any
subsequent amounts allocated to the Guaranteed Option period; plus (2) any
interest credited; less (3) any amounts canceled or withdrawn for transfers,
charges, deductions, or surrenders.

INCOME DATE. The date on which annuity payments are to begin. The latest
possible Income Date is when the Owner attains age 90 under a Nonqualified Plan
Contract or such earlier date as required by the applicable Qualified Plan, law
or regulation.

INVESTMENT PORTFOLIO. A Contract Option within the Separate Account. The value
of allocations to the Investment Portfolios will go up or down depending on the
performance of the portfolios. The Investment Portfolios are named on the
Contract Data Page.

1 VA402-1
<PAGE>
- --------------------------------------------------------------------------------
DEFINITIONS (CONT'D)
- --------------------------------------------------------------------------------
MARKET VALUE ADJUSTMENT. An adjustment applied, with certain exceptions, to
amounts withdrawn or transferred from the Guaranteed Option(s) prior to the end
of the Guaranteed Option period.

NONQUALIFIED PLAN. A retirement plan which does not receive favorable tax
treatment under Section 401, 403, 408 or 457 of the Internal Revenue Code.

OWNER ("YOU," "YOUR"). The person or entity shown on the Contract Data Page who
is entitled to exercise all rights and privileges under this Contract. Joint
Owners share ownership in all respects.

PREMIUM(S). Payment(s) made by or on behalf of the Owner to the Company for the
Contract.

QUALIFIED PLAN. A retirement plan which receives favorable tax treatment under
Sections 401, 403, 408 or 457 of the Internal Revenue Code.

SEPARATE ACCOUNT. A segregated asset account, established by the Company in
accordance with New York law. The assets of the Separate Account belong to the
Company. However, those contract assets in the Separate Account are not
chargeable with liabilities arising out of any other business the Company may
conduct. All the income, gains and losses resulting from these assets are
credited to or charged against the contracts and not against any other contracts
the Company may issue. The Separate Account consists of several Investment
Portfolios (please see Contract Data Page).

SEPARATE ACCOUNT CONTRACT VALUE. The sum of the value of all Investment
Portfolio Accumulation Units held under this Contract.

WE, OUR, US, THE COMPANY. Jackson National Life Insurance Company of New York.

2 VA402-2
<PAGE>
- --------------------------------------------------------------------------------
GENERAL PROVISIONS
- --------------------------------------------------------------------------------
ASSIGNMENT. The Owner may not use this Contract as collateral or security for a
loan. However, the Owner may assign this Contract before the Income Date, but We
will not be bound by an assignment unless it is in writing and has been recorded
at Our Service Center. An assignment will take effect when recorded by the
Company. We are not responsible for any payment made before an assignment is
recorded. The Owner may exercise these rights subject to the interest of any
assignee or irrevocable Beneficiary. We assume no responsibility for the
validity or tax consequences of any assignment. If the Contract is issued
pursuant to a Qualified Plan (or a Nonqualified Plan that is subject to ERISA),
it may not be assigned, pledged, or otherwise transferred except under such
conditions as may be allowed under the plan. If the Owner makes an assignment,
he/she may have to pay income tax, and is encouraged to seek competent legal
and/or tax advice.

BENEFICIARY. The Owner may designate the Beneficiary(ies) to receive any amount
payable under this Contract on the Owner's death or, as applicable, on the
Annuitant's death after the annuity payments begin. If two or more persons are
named, those surviving the Owner will share equally unless otherwise stated. If
there are no surviving Beneficiaries at the death of the Owner, the Death
Benefit will be paid to the Owner's estate. Upon the death of a Joint Owner, the
surviving Joint Owner, if any, will be treated as the primary Beneficiary. Any
other Beneficiary designation on record at the Company at the time of death will
be treated as a contingent Beneficiary. The Owner may change the
Beneficiary(ies) by submitting a written request to Our Service Center, unless
an irrevocable Beneficiary(ies) designation was previously filed. Any change
will take effect when received by the Company. The Company is not liable for any
payment made or action taken before it receives the change.

CONFORMITY WITH STATE LAWS. This Contract will be interpreted under the laws of
the state of New York. Any provision which is in conflict with New York law, is
amended to conform to the minimum requirements of such law.

CONTRACT MAINTENANCE CHARGE. An annual contract maintenance charge of no more
than $30 is charged against each contract. This charge reimburses the Company
for expenses incurred in establishing and maintaining records relating to a
contract. The contract maintenance charge will be assessed on each anniversary
of the Issue Date that occurs on or prior to the Income Date. In the event that
a total withdrawal is made, the contract maintenance charge will be assessed as
of the date of withdrawal without proration. The total contract maintenance
charge is allocated between the Investment Portfolio(s) and the Guaranteed
Period(s) in proportion to the respective Contract Values similarly allocated.

DEFERMENT OF PAYMENTS. We may defer making payments from the Guaranteed Account
for up to 6 months. Interest, subject to New York requirements, will be credited
during the deferral period.

DOLLAR COST AVERAGING. The Owner may arrange to have a regular amount of money
transferred automatically from the one-year Guaranteed Option to (an) Investment
Portfolio(s).

ENTIRE CONTRACT. The Contract, application, if any, and any applicable
endorsements and amendments together make up the entire Contract.

3 VA402-3
<PAGE>
- --------------------------------------------------------------------------------
GENERAL PROVISIONS (CONT'D)
- --------------------------------------------------------------------------------
MINIMUM BENEFITS. For any paid-up income option, cash value or death benefit,
the amount available under this Contract will not be less than the minimum
requirements of the state where this Contract was delivered.

MISSTATEMENT OF AGE OR SEX. If the age or sex of the Annuitant has been
misstated, the payments will be those which the Premiums paid would have
purchased at the correct age and sex. Any underpayments will be made up
immediately by the Company. Overpayments will be deducted from future payments.

MODIFICATION OF CONTRACT. Any change or waiver of the provisions of this
Contract must be in writing and signed by the President, a Vice President, the
Secretary or Assistant Secretary of the Company. No agent has authority to
change or waive any provision of this Contract.

NONPARTICIPATING. This Contract does not share in Our surplus or earnings.

PREMIUM TAXES. The Company may deduct from the Contract Value any premium taxes
or other taxes payable to a state or other government entity. Should We advance
any amount so due, We are not waiving any right to collect such amounts at a
later date. We will deduct any withholding taxes required by applicable law.

PROOF OF AGE, SEX OR SURVIVAL. The Company may require satisfactory proof of
correct age or sex at any time. If any payment under this Contract depends on
the Annuitant, Owner or Beneficiary being alive, the Company may require
satisfactory proof of survival.

REPORTS. The Company will send You a report at least once a year. This report
will show You information based on each Contract Option You have chosen under
the Contract. We will also send You reports as required by law.

SUBSTITUTION OF INVESTMENT PORTFOLIOS. If any Investment Portfolio is no longer
available for investment by the Separate Account or if, in the judgment of the
Company's Board of Directors, further investment in the Investment Portfolio is
no longer appropriate in view of the purpose of the Contract, the Company may
substitute one Investment Portfolio for another. No substitution of securities
may take place without prior approval of the New York Insurance Department, and
the Securities and Exchange Commission, under any such requirements as they may
impose.

SUSPENSION OF PAYMENTS. The Company may suspend or postpone any payments from
the Investment Portfolios if any of the following occur:
1. The New York Stock Exchange is closed;
2. Trading on the New York Stock Exchange is restricted;
3. An emergency exists such that it is not reasonably practical to dispose of
securities in the Separate Account or to determine the value of its assets;
or
4. The Securities and Exchange Commission, by order, so permits for the
protection of Contract holders.

This provision will only apply to the Separate Account.

4 VA402-4
<PAGE>
- --------------------------------------------------------------------------------
GENERAL PROVISIONS (CONT'D)
- --------------------------------------------------------------------------------
WRITTEN NOTICE. Any notice We send to the Owner will be sent to the Owner's last
known address unless the Owner requests otherwise. Any written request or notice
to the Company must be sent to Our Service Center. The Owner must promptly
provide Our Service Center with notice of Owner's address change.

5 VA402-5
<PAGE>
- --------------------------------------------------------------------------------
ACCUMULATION PROVISIONS
- --------------------------------------------------------------------------------
An Owner may not allocate Contract Values to more than [eighteen] Contract
Options during the life of the Contract.

INVESTMENT PORTFOLIOS. The Contract offers several Investment Portfolios.

ACCUMULATION UNITS. The Separate Account Contract Value will go up or down
depending on the performance of the Investment Portfolios. In order to monitor
the Separate Account Contract Value before the Income Date, the Company uses a
unit of measure called an accumulation unit. The value of an accumulation unit
may go up or down from day to day. During the income payout phase, the unit of
measure is called an annuity unit (please see Income Provisions for further
information).

Every Business Day the Company determines the value of an accumulation unit for
each of the Investment Portfolios. This is done by:

1. Determining the total amount of money invested in the particular Investment
Portfolio;
2. Subtracting from the amount any asset charges and any other charges such as
taxes; and
3. Dividing this amount by the number of outstanding accumulation units.

When you make a Premium payment, the Company credits Your Contract with
accumulation units. The number of accumulation units credited is determined by
dividing the amount of the Premium allocated to any Investment Portfolio by the
value of the accumulation unit for that Investment Portfolio.

GUARANTEED OPTIONS. The Contract offers Guaranteed Options for a specified
number of years. Amounts allocated to a Guaranteed Option may be subject to a
Market Value Adjustment if amounts are transferred or withdrawn prior to the end
of such Guaranteed Option period.

You may allocate Premium or make transfers to one or more Guaranteed Options at
any time prior to the latest Income Date, subject to the provisions of this
Contract. Within at least 15 days, but not more than 45 days, prior to the end
of any Guaranteed Option, We will notify You of Your choices. If You do not
specify both a Contract Option and period by the end of the maturing option
period, We will automatically allocate such amounts to a Guaranteed Option with
the same Guaranteed Option period. You will then be permitted, within 30
calendar days of Our allocation, to transfer (upon written notice to Our Service
Center), or withdraw (upon written notice to Our Service Center) amounts from
such Guaranteed Option as permitted under this Contract. If You do not provide
Us notice within the 30 calendar day period, such amounts shall remain in the
Guaranteed Option period until You otherwise notify Us.

If the Guaranteed Option elected extends beyond the latest Income Date, We will
automatically elect the longest period that will not extend beyond such date. If
reallocation of an amount to a Guaranteed Option period due to completion of the
then current option period occurs within one year of the latest Income Date, We
will credit interest up to the latest Income Date at the then current one-year
Guaranteed Option interest rate.

6 VA402-6
<PAGE>
- --------------------------------------------------------------------------------
ACCUMULATION PROVISIONS (CONT'D)
- --------------------------------------------------------------------------------
INTEREST TO BE CREDITED. The Company will credit interest to the Guaranteed
Option. Such interest will be credited at such rate or rates as the Company
prospectively declares from time to time, at the beginning of each Guaranteed
Option. Any such rate or rates so determined will remain in effect for a period
of not less than the selected Guaranteed Option period so long as such deposited
amount remains in the Guaranteed Option. Interest will be credited to subsequent
Guaranteed Option periods at a rate of interest declared by the Company. The
Company guarantees that it will credit interest at not less than 3%.

MARKET VALUE ADJUSTMENT. Any amount withdrawn or transferred from a Guaranteed
Option will be subject to a Market Value Adjustment unless otherwise provided in
this Contract. The Market Value Adjustment will be calculated by multiplying the
amount withdrawn or transferred by the formula described below:

(m/12)
[1 + I]
------------- - 1
(m/12)
[1 + J]

Where:

I = the interest rate credited to the current Guaranteed Option period.

J = the interest rate that would be credited, at the time of withdrawal or
transfer, to a new Guaranteed Option with a period equal to the number of
years remaining in the current Guaranteed Option period, increased by
0.25%. When no Guaranteed Option period of the required duration is
available, the rate will be established by linear interpolation.

m = number of complete months remaining to the end of the current Guaranteed
Option period.

There will be no Market Value Adjustment when J is greater than I, provided that
the difference between J and I is less than or equal to 0.25%.

In addition, the Market Value Adjustment will not apply to:
1. The payment of Death Benefit proceeds;
2. Amounts withdrawn for Contract charges;
3. An Income Option that results in payments spread over at least 5 years;
4. Amounts transferred or withdrawn from the one-year Guaranteed Option;
5. Amounts either withdrawn or transferred during the 30-day period after the
end of a maturing Guaranteed Option period.

In no event will a total withdrawal from a Guaranteed Option be less than the
Guaranteed Option Minimum Value.

If the Company no longer issues guaranteed rate contracts, then items I and J of
the Market Value Adjustment will be determined by using the asked yield to
maturity of the US Treasury Notes with the same remaining term, interpolating
where necessary, as published in The Wall Street Journal on the next succeeding
business day following the effective date of the Market Value Adjustment.

7 VA402-7
<PAGE>
- --------------------------------------------------------------------------------
WITHDRAWAL PROVISIONS
- --------------------------------------------------------------------------------
At or before the Income Date, the Owner may withdraw all or part of the amounts
under this Contract by informing Us at Our Service Center. For full withdrawal,
this Contract, or a Lost Contract Affidavit, must be returned to Our Service
Center.

Except in connection with a systematic withdrawal program, the minimum partial
withdrawal amount is $500, or if less, the Owner's entire interest in the
Investment Portfolio or Guaranteed Option from which a withdrawal is requested.
The Owner's interest in the Investment Portfolio or Guaranteed Option from which
the withdrawal is requested must be at least $100 after the withdrawal is
completed if any amount remains in that Investment Portfolio or Guaranteed
Option.

Withdrawals will be based on values at the end of the Business Day in which the
request for withdrawal and the Contract or a Lost Contract Affidavit (in the
case of a full withdrawal) are received at Our Service Center.

If the withdrawal request does not specify the Investment Portfolio(s) or
Guaranteed Option(s), the request will be processed by making withdrawals from
each Investment Portfolio and each Guaranteed Option in proportion to their
current value under this Contract.

A withdrawal from the Guaranteed Option may incur a Market Value Adjustment.

8 VA402-8
<PAGE>
- --------------------------------------------------------------------------------
DEATH BENEFIT PROVISIONS
- --------------------------------------------------------------------------------
DEATH OF OWNER BEFORE THE INCOME DATE. Upon the Owner's death, or the death of
any Joint Owner, before the Income Date, the Death Benefit will be paid to the
Beneficiary(ies) designated by the Owner. Upon the death of a Joint Owner, the
surviving Joint Owner, if any, will be treated as the primary Beneficiary. Any
other Beneficiary designation on record at the Service Center at the time of
death will be treated as a contingent Beneficiary.

Proceeds will be distributed on the death of the first Owner, unless the Joint
Owner is the spouse.

o DEATH BENEFIT AMOUNT BEFORE THE INCOME DATE. The Death Benefit is equal to
the greater of either:

1. the Contract Value at the end of the Business Day on which due proof
of death and an election of the type of payment to the
Beneficiary(ies) is received at the Service Center; or

2. the total Premiums paid prior to the death of the Owner, minus any
withdrawals, charges, fees and premium taxes incurred.

o DEATH BENEFIT OPTIONS BEFORE INCOME DATE. In the event of the Owner's death
or any Joint Owner's death before the Income Date, a Beneficiary must
request that the Death Benefit be paid under one of the Death Benefit
Options below. In addition, if the Beneficiary is the spouse of the Owner,
he or she may elect to continue the Contract, at the current Contract
Value, in his or her own name and exercise all the Owner's rights under the
Contract. The following are the Death Benefit Options:
o Option 1 - lump-sum payment of the Death Benefit; or
o Option 2 - payment of the entire Death Benefit within 5 years of the
date of the death of the Owner or any Joint Owner; or
o Option 3 - payment of the Death Benefit under an income option over
the lifetime of the Beneficiary or over a period not extending beyond
the life expectancy of the Beneficiary, with distribution beginning
within one year of the date of the Owner's death or the death of any
Joint Owner.

Any portion of the Death Benefit not applied under Option 3 within one year of
the date of the Owner's death, must be distributed within five years of the date
of the Owner's death.

If a lump-sum payment is requested, the amount will be paid within seven (7)
days of receipt of proof of death and the election, unless either the Suspension
of Payments or Deferral of Payments under General Provisions is in effect.

Payment to the Beneficiary, other than in a single sum, may only be elected
during the sixty-day period beginning with the date of receipt of proof of death
by Our Service Center.

DEATH OF OWNER AFTER THE INCOME DATE. If the Owner, or any Joint Owner, dies
after the Income Date, and the Owner is not an Annuitant, any remaining payments
under the income option elected will continue at least as rapidly as under the
method of distribution in effect at the Owner's death. Upon the Owner's death
after the Income Date, the Beneficiary becomes the Owner.

9 VA402-9
<PAGE>
- --------------------------------------------------------------------------------
DEATH BENEFIT PROVISIONS (CONT'D)
- --------------------------------------------------------------------------------
DEATH OF ANNUITANT BEFORE INCOME DATE. Upon the death of an Annuitant, who is
not an Owner, before the Income Date, the Owner may designate a new Annuitant,
subject to the Company's administrative rules then in effect. If the Owner is a
non-individual, the death of the Annuitant will be treated as the death of the
Owner and a new Annuitant may not be designated.

DEATH OF ANNUITANT AFTER INCOME DATE. Upon the death of the Annuitant after the
Income Date, the death benefit, if any, will be as specified in the income
option elected. Death benefits will be paid at least as rapidly as under the
method of distribution in effect at the Annuitant's death.

10 VA402-10
<PAGE>
- --------------------------------------------------------------------------------
INCOME PROVISIONS
- --------------------------------------------------------------------------------
Any income benefits at the time of their commencement will not be less than
those that would be provided to a single premium immediate annuity applicant of
the same class.

INCOME DATE. If no Income Date is selected, the Income Date will be the latest
Income Date. The Owner may change the Income Date to any date not later than the
latest Income Date, at any time, at least seven days prior to the Income Date
then indicated on the Company's records, by written notice to Our Service
Center.

INCOME OPTIONS. The Owner, or any Beneficiary who is so entitled, may elect to
receive a lump sum. However, a lump-sum distribution may be deemed to be a
withdrawal, and at least a portion of it may be subject to income tax.
Alternatively, an income option may be elected. The Owner may, upon prior
written notice to the Company at its Service Center, elect an income option at
any time prior to the Income Date.

If no other income option is elected, monthly annuity payments will be made in
accordance with Option 3 below, a life annuity with 120-month period certain.
Payments will be made in monthly, quarterly, semiannual or annual installments
as selected by the Owner. However, if the amount available to apply under an
income option is less than $2,000, and state law permits, the Company has the
right to make payments in one lump sum. In addition, if the first payment
provided would be less than $20, and state law permits, the Company shall have
the right to require the frequency of payments be at quarterly, semiannual or
annual intervals so as to result in an initial payment of at least $20.

NO WITHDRAWALS OF CONTRACT VALUE ARE PERMITTED DURING THE ANNUITY PERIOD FOR ANY
INCOME OPTION UNDER WHICH PAYMENTS ARE BEING MADE PURSUANT TO LIFE
CONTINGENCIES.

Upon written election filed with the Company at its Service Center, all of the
Contract Value will be applied to provide one of the following income options.
The portion of the Contract Value which is in the Guaranteed Account immediately
prior to the Income Date, applied to an income option, may be subject to the
applicable Market Value Adjustment.

OPTION 1 - LIFE INCOME. An annuity payable monthly during the lifetime of the
Annuitant. Under this option, no further annuity payments are payable after the
death of the Annuitant, and there is no provision for a death benefit payable to
the Owner. Therefore, it is possible under Option 1 for the Owner to receive
only one monthly annuity payment under this Income Option.

OPTION 2 - JOINT AND SURVIVOR. An annuity payable monthly while both the
Annuitant and a designated second person are living. Upon the death of either
person, the monthly annuity payments will continue during the lifetime of the
survivor at either the full amount previously payable or as a percentage (either
one-half or two-thirds) of the full amount, as chosen at the time of election of
the Income Option. If a reduced annuity payment to the survivor is desired,
variable annuity payments will be determined using either one-half or two-thirds
of the number of each type of annuity unit credited. Fixed annuity payments will
be equal to either one-half or two-thirds of the fixed annuity payment payable
during the joint life of the Annuitant and the designated second person.

11 VA402-11
<PAGE>
- --------------------------------------------------------------------------------
INCOME PROVISIONS (CONT'D)
- --------------------------------------------------------------------------------
Annuity payments terminate automatically and immediately upon the death of the
surviving person without regard to the number or total amount of payments
received. There is no minimum number of guaranteed annuity payments, and it is
possible to have only one monthly annuity payment if both the Annuitant and the
designated second person die before the due date of the second payment.

OPTION 3 - LIFE ANNUITY WITH 120 OR 240 MONTHLY PAYMENTS GUARANTEED. An annuity
payable monthly during the lifetime of the Annuitant with the guarantee that if,
at the death of the Annuitant, payments have been made for fewer than the
guaranteed 120 or 240 monthly periods, as elected, the Owner will continue
receiving the scheduled payments.

OPTION 4 - INCOME FOR A SPECIFIED PERIOD. Under this income option, an Owner can
elect an annuity payable monthly for any period of years from [5 to 30]. This
election must be made for full [12-month] periods. In the event the Owner dies
before the specified number of payments has been made, the Beneficiary(ies) may
elect to continue receiving the scheduled payments or may alternatively elect to
receive the present value of any remaining guaranteed payments in a lump sum.

ADDITIONAL OPTIONS. Other income options may be made available by the Company.

FIXED ANNUITY PAYMENTS. To the extent a fixed income option has been elected,
the proceeds payable under this Contract, less any applicable premium taxes,
shall be applied to the payment of the income option elected at whichever of the
following is more favorable to the Owner: (1) the annuity rates based upon the
applicable tables in the Contract; or (2) the then current rates provided by the
Company on contracts of this type on the Income Date. (In no event will the
fixed payments be changed once they begin.)

The annuity factor is different for each income option. Reserves for fixed
annuity payments are held in the Company's general account.

Market Value as declared by the Company may be used to increase payments or the
period of time payments are made.

VARIABLE ANNUITY PAYMENT. The initial annuity payment is determined by taking
the Contract Value allocated to that Investment Portfolio, less any premium tax
and any applicable Contract charges, and then applying it to the income option
table specified in the Contract. The appropriate rate must be determined by the
sex (except where, as in the case of certain Qualified Plans and other
employer-sponsored retirement plans, such classification is not permitted) and
age of the Annuitant and designated second person, if any.

The dollars applied are divided by 1,000 and the result multiplied by the
appropriate annuity factor appearing in the table to compute the amount of the
first monthly payment. That amount is divided by the value of an annuity unit as
of the Income Date to establish the number of annuity units representing each
variable payment. The number of annuity units determined for the first variable
payment remains constant for the second and subsequent monthly variable
payments, assuming that no reallocation of Contract Values is made.

12 VA402-12
<PAGE>
- --------------------------------------------------------------------------------
INCOME PROVISIONS (CONT'D)
- --------------------------------------------------------------------------------
The amount of the second and each subsequent monthly variable payment is
determined by multiplying the number of annuity units by the annuity unit value
as of the Business Day next preceding the date on which each payment is due.

The mortality and expense experience will not adversely affect the dollar amount
of variable annuity payments once payments have commenced.

ANNUITY UNIT VALUE. The initial value of an annuity unit of each Investment
Portfolio was set when the Investment Portfolios were established. The value may
increase or decrease from one Business Day to the next. The income option tables
contained in the Contract are based on a 4.5% per annum assumed investment rate.
If the actual investment rate experienced by an Investment Portfolio exceeds
6.0%, variable payments will increase over time. Conversely, if the actual rate
is less than 6.0%, variable payments will decrease over time. If the investment
rate equals 6.0%, the variable payments will remain constant.

The value of a fixed number of annuity units will reflect the investment
performance of the Investment Portfolios elected, and the amount of each payment
will vary accordingly.

For each Investment Portfolio, the value of an annuity unit for any Business Day
is determined by multiplying the annuity unit value for the immediately
preceding Business Day by the percentage change in the value of an accumulation
unit from the immediately preceding Business Day to the Business Day of
valuation. The result is then multiplied by a second factor which offsets the
effect of the assumed net investment rate of 4.5% per annum.

BASIS OF COMPUTATION. The actuarial basis for the Table of Guaranteed Annuity
Rates is the 1983a Annuity Mortality Table, without projection factors, and
interest at 4.5%. The Table of Guaranteed Annuity Rates does not include any
applicable premium tax.

13 VA402-13
<PAGE>
- --------------------------------------------------------------------------------
TABLE OF INCOME OPTIONS
- --------------------------------------------------------------------------------
The following table is for this Contract whose net proceeds are $1,000, and will
apply pro rata to the amount payable under this Contract.
<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
UNDER OPTION 4 MONTHLY INSTALLMENT UNDER OPTIONS 1 OR 3
- ------------------------------------------------------------------------------------------------------------------------------------
No. of Monthly Age of No. of Mos. Age of No. of Mos. Age of No. of Mos. Age of No. of Mos.
Monthly Install- Payee Payee Payee Payee
Install- ments Certain Certain Certain Certain
ments
---- ---- --- --- ---- ---- --- --- ------ ---- --- --- ------ ---- --- ---
Male Life 120 240 Male Life 120 240 Female Life 120 240 Female Life 120 240
----- ----- ---- ---- --- --- ---- ---- --- --- ------ ---- --- --- ------ ---- --- ---

NOTE:Due to the length of the information, the Table for Option 2 is available
from Our Service Center upon Your request.

14 VA402-14

- --------------------------------------------------------------------------------
GENERAL PROVISIONS (CONT'D)
- --------------------------------------------------------------------------------
MINIMUM BENEFITS. For any paid-up income option, cash value or death benefit,
the amount available under this Contract will not be less than the minimum
requirements of the state where this Contract was delivered.

MISSTATEMENT OF AGE. If the age of the Annuitant has been misstated, the
payments will be those which the Premiums paid would have purchased at the
correct age. Any underpayments will be made up immediately by the Company.
Overpayments will be deducted from future payments.

NONPARTICIPATING. This Contract does not share in Our surplus or earnings.

PROOF OF AGE OR SURVIVAL. The Company may require satisfactory proof of correct
age at any time. If any payment under this Contract depends on the Annuitant,
Owner or Beneficiary being alive, the Company may require satisfactory proof of
survival.

This provision will only apply to the Separate Account.

4 VA402-4U
<PAGE>
- --------------------------------------------------------------------------------
TABLE OF INCOME OPTIONS
- --------------------------------------------------------------------------------
The following table is for this Contract whose net proceeds are $1,000, and will
apply pro rata to the amount payable under this Contract.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
UNDER OPTION 4 MONTHLY INSTALLMENT UNDER OPTIONS 1 OR 3
- ------------------------------------------------------------------------------------------------------------------------
No. of Monthly No. of Mos. No. of Mos. No. of Mos.
Monthly Install- Age of Certain Age of Certain Age of Certain
Install- ments Payee Payee Payee
ments Life 120 240 Life 120 240 Life 120 240
- ----- ----- ------ ---- --- --- ------ ---- --- --- ----- ---- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
60 18.60 40 4.47 4.46 4.42 60 5.85 5.74 5.40 80 11.15 8.86 6.25
72 15.83 41 4.51 4.50 4.45 61 5.98 5.84 5.46 81 11.69 9.03 6.25
84 13.86 42 4.55 4.54 4.49 62 6.11 5.96 5.52 82 12.26 9.18 6.26
96 12.38 43 4.60 4.58 4.53 63 6.25 6.07 5.59 83 12.88 9.33 6.27
108 11.23 44 4.64 4.62 4.56 64 6.40 6.20 5.65 84 13.55 9.46 6.27
120 10.32 45 4.69 4.67 4.60 65 6.56 6.33 5.71 85 14.26 9.59 6.27
132 9.57 46 4.74 4.72 4.65 66 6.73 6.47 5.77 86 15.03 9.70 6.27
144 8.96 47 4.80 4.77 4.69 67 6.92 6.61 5.83 87 15.84 9.80 6.28
156 8.43 48 4.85 4.82 4.73 68 7.12 6.76 5.88 88 16.71 9.89 6.28
168 7.99 49 4.91 4.88 4.78 69 7.33 6.92 5.93 89 17.63 9.96 6.28
180 7.60 50 4.98 4.94 4.83 70 7.56 7.08 5.98 90 18.60 10.03 6.28
192 7.27 51 5.04 5.00 4.88 71 7.81 7.25 6.03 91 19.63 10.09 6.28
204 6.98 52 5.11 5.06 4.93 72 8.08 7.42 6.07 92 20.72 10.14 6.28
216 6.72 53 5.19 5.13 4.98 73 8.37 7.60 6.10 93 21.86 10.18 6.28
228 6.48 54 5.26 5.21 5.04 74 8.68 7.78 6.13 94 23.07 10.22 6.28
240 6.28 55 5.35 5.28 5.09 75 9.02 7.96 6.16 95 24.35 10.24 6.28
252 6.09 56 5.44 5.36 5.15 76 9.38 8.15 6.18 96 25.72 10.27 6.28
264 5.92 57 5.53 5.45 5.21 77 9.77 8.33 6.20 97 27.20 10.29 6.28
276 5.77 58 5.63 5.54 5.27 78 10.20 8.51 6.22 98 28.82 10.30 6.28
288 5.63 59 5.74 5.64 5.34 79 10.66 8.69 6.23 99 30.63 10.31 6.28
300 5.51
</TABLE>

NOTE:Due to the length of the information, the Table for Option 2 is available
from the Service Center upon Your request.

14 VA402-14U

Jackson National Life Insurance Company of New York
2900 Westchester Avenue, Purchase, NY 10577

Application for
Fixed and Variable Annuity
USE DARK INK ONLY

The Owner
Name
Date of Birth Relationship
Social Security Number/Federal I.D.
Address (Number and Street)
City State ZIP
Phone
Are you a U.S. citizen?
n Yes n No

Joint Owner
Name
Date of Birth Relationship
Social Security Number/Federal I.D.
Are you a U.S. citizen?
n Yes n No

Annuitant (If other than Proposed Owner)
Name (Print as desired in policy)
Social Security Number/Federal I.D.
Date of Birth Age Sex
Address (Number and Street)
City State ZIP
Phone
Policy Number (Home Office Use Only)
Are you a U.S. citizen?
n Yes n No

Joint Annuitant (optional)
Name
Social Security Number/Federal I.D.
Date of Birth Relationship
Are you a U.S. citizen?
n Yes n No

The Beneficiary
(PRIMARY) NAME
Date of Birth Relationship
CONTINGENT NAME
Date of Birth Relationship

Premium Allocation (Whole percentages--
must total 100%)
JNL(R)Aggressive Growth %
JNL Capital Growth %
JNL Global Equities %
JNL/Alger Growth %
JNL/Eagle Core Equity %
JNL/Eagle Small Cap Equity %
JNL/Putnam Growth %
JNL/Putnam Value Equity %
JNL/S&P Conservative Growth %
JNL/S&P Moderate Growth %
JNL/S&P Aggressive Growth %
JNL/S&P Very Aggressive Growth %
JNL/S&P Equity Growth %
JNL/S&P Equity Aggressive Growth %
PPM America/JNL Balanced %
PPM America/JNL High Yield Bond %
PPM America/JNL Money Market %
Salomon Brothers/JNL Global Bond %
Salomon Brothers/JNL U.S. Government & Quality Bond %
T. Rowe Price/JNL Established Growth %
T. Rowe Price/JNL International Equity Investment %
T. Rowe Price/JNL Mid-Cap Growth %

Guaranteed Options 1 year _______% 5 year _______% 3 year _______%
7 year _______%

Premium Payment
Initial premium with application $
IRC 1035 Exchange? n Yes n No
Will this annuity replace any existing life insurance or annuity?
n Yes n No Details:
Company
Policy No.
Have you completed a State Replacement form (where required)?
n Enclosed n Not required

Annuity Type
Plan Type Type of Transfer n Non-tax Qualified n IRC 1035 Exchange n
IRA - Individual Contribution year ____ n Direct Transfer n IRA - Spousal
Contribution year ____ n Direct Rollover n IRA - Custodial Contribution year
____ n Non-direct Rollover n IRA - SEP Contribution year ____ n Trustee to
Trustee n IRA - Roth Contribution year ____ Transfer n 403(b) n 401(k) Qualified
Savings Plan n HR-10 (KEOGH) Plans n Other
____________________________________________

Dollar-Cost Averaging (Minimum $15,000)
I authorize the Company to transfer the following amount as indicated below
(min. $100). Transfers are available from all variable accounts and the one-year
guaranteed account. (Check transfer frequency.)
n Monthly n Quarterly n Semiannually n Annually
Please make the first transfer on ____/____/19____ (m/d/y)
Source Fund Destination Fund Amount
(One source fund only)
$
$
$
$
$

Systematic Withdrawal Program
By checking "yes" below, I hereby elect to participate in the Systematic
Withdrawal Program. In so doing, I authorize the Company to forward the
appropriate administrative form for my review and signature. I understand that
this request is subject to the terms of the contract, and receipt of a properly
executed form.

n Yes n No

Pre-authorized Check
(attach voided check)
I authorize JNL/NY to withdraw $ _________________________ starting __________
(month), 19 ______ from my checking account for future premiums to the Contract
with the following frequency: n Monthly n 5th or n 20th n Quarterly (20th of
January, April, July and October)

Rebalancing
Rebalancing to begin on____/____/____ (date).
Rebalancing should occur:
n Monthly n Quarterly
n Semiannually n Annually

IMPORTANT: MAKE ALL CHECKS PAYABLE ONLY TO JACKSON NATIONAL LIFE INSURANCE
COMPANY OF NEW YORK

1. I hereby represent to the best of my knowledge and belief that each of the
statements and answers contained above are full, complete and true.
2. The Social Security or taxpayer identification number shown above is
certified to be correct.
3. I understand that annuity premiums, benefits, and surrender values, if any,
when based on the investment experience of a separate account of JNL/NY, are
variable and may be increased or decreased, and the dollar amounts are not
guaranteed.
4. I have been given a current Prospectus for this variable annuity and for each
Series listed above.
5. The Contract I (we) have applied for is suitable for my (our) insurance
investment objective, financial situation and needs.
6. I understand that amounts payable from the Guaranteed Account Option under
this Contract are subject to an interest rate adjustment if withdrawn or
transferred prior to the end of the applicable guaranteed period.

Dated and signed
at ________________________________________
City State

on ___________________________ 19 ________

Signature of Annuitant
Signature of Owner if other than Annuitant Title
Joint Owner or Joint Annuitant

Registered Representative Statement
Agent statement: To the best of my knowledge and belief, this application n will
n will not replace any life insurance or annuities. I have complied with
requirements for disclosure and/or replacement as necessary. I certify that I am
authorized and qualified to discuss the Contract.

Agent/Representative's Full Name (Please Print) JNL/NY Agent Number Phone No.
Address City State
Signature of Agent/Representative Date
Broker/Dealer Name and No. Agent Number

V2555 11/95 V2555A 11/95

For application questions or assistance, please call 800/599-5651
(7:00 a.m. to 6:00 p.m. MT).

Jackson National Life
Insurance Company of New York
Insuring your financial future.(R)
Home Office: Purchase, New York

1/800/599-5651

EX-99.B6-a
CERTIFICATE OF AMENDMENT
OF
CHARTER
OF
FIRST JACKSON NATIONAL LIFE INSURANCE COMPANY
Under Section 1206 of the Insurance Law of the State of New
York and Section 805 of the Business Corporation Law

Pursuant to the provisions of Section 1206 of the Insurance Law of the
State of New York, the undersigned President and Secretary of First Jackson
National Life Insurance Company (the "Company") hereby certify:

FIRST: The name of the company is First Jackson National Life Insurance
Company.

SECOND: The Charter of the Company was filed by the Insurance
Department on July 11, 1995.

THIRD: The amendment to the Charter effected by this Certificate is to
amend Section 1 of Articles I to change the name of the Company from First
Jackson National Life Insurance Company to Jackson National Life Insurance
Company of New York.

FOURTH: Section 1 of Article I of the Charter of the Company is hereby
amended to read in its entirety as follows:

"Name. The name of the corporation shall be Jackson National
Life Insurance Company of New York (the "Company")."

FIFTH: The foregoing amendment of the Charter of the Company was
authorized by resolution of the Board of Directors of the Company, followed by
the written consent of the sole shareholder of the Company, each on the 12th day
of September, 1997.

<PAGE>

IN WITNESS WHREOF, we hereunder sign our names and affirm that the statements
made herein are true under the penalties of perjury this 12th day of September,
1997.

FIRST JACKSON NATIONAL LIFE INSURANCE COMPANY

By: /s/ Robert P. Saltzman
-------------------------------------------
Robert P. Saltzman
President

By: /s/ Thomas J. Meyer
-------------------------------------------
Thomas J. Meyer
Secretary

<PAGE>
DECLARATION AND CHARTER OF
FIRST JACKSON NATIONAL LIFE INSURANCE COMPANY

UNDER SECTION 1201 OF THE INSURANCE LAW
OF THE STATE OF NEW YORK

We, the undersigned, being natural persons each of whom is at least eighteen
years of age and citizens of the United States and at least three of whom are
residents of the State of New York, hereby declare our intention to form a
corporation for the purposes of transacting the kinds of insurance specified in
Paragraphs 1, 2, and 3 of Section 1113(a) of the Insurance Law of the State of
New York.

ARTICLE I

NAME AND PRINCIPAL OFFICE

SECTION 1. Name. The name of the corporation shall be First Jackson National
Life Insurance Company (the "Company").

SECTION 2. Principal Office. The principal office of the Company shall be
located in the County of Westchester, State of New York.

ARTICLE II

PURPOSE AND POWERS

SECTION 1. Purpose. The purpose for which the Company is organized is to
transact the kinds of life and health insurance business specified in Paragraphs
1, 2 and 3 of Subsection (a) of Section 1113 of the Insurance Law of the State
of New York, as follows:

(1) "Life insurance": every insurance upon the lives of human beings, and every
insurance appertaining thereto, including the granting of endowment benefits,
additional benefits in the event of death by accident, additional benefits to
safeguard the contract from lapse, accelerated payments of part or all of the
death benefit or a special surrender value upon diagnosis (A) of terminal
illness defined as a life expectancy of twelve months or less, or (B) of a
medical condition requiring extraordinary medical care or treatment regardless
of life expectancy, or provide a special surrender value, upon total and
permanent disability of the insured, and optional modes of settlement of
proceeds; additional benefits to safeguard the contract against lapse in the
event of unemployment of the insured.

Amounts paid the insurer for life insurance and proceeds applied under
optional modes of settlement or under dividend options may be allocated
by the insurer to one or more separate accounts pursuant to section
four thousand two hundred forty of the Insurance Law of the State of
New York;

(2) "Annuities": all agreements to make periodical payments for a
period certain or where the making or continuance of all or some of a
series of such payments, or the amount of any such payment, depends
upon the continuance of human life, except payments made under the
authority of paragraph (1) above. Amounts paid the insurer to provide
annuities and proceeds applied under optional modes of settlement or
under dividend options may be allocated by the insurer to one or more
separate accounts pursuant to section four thousand two hundred forty
of the Insurance Law of the State of New York;

(3) "Accident and health insurance": (i) insurance against death or
personal injury by accident or by any specified kind or kinds of
accident and insurance against sickness, ailment or bodily injury,
including insurance providing disability benefits pursuant to article
nine of the workers' compensation law of the State of New York, except
as specified in item (ii) hereof; and (ii) non-cancelable disability
insurance, meaning insurance against disability resulting from
sickness, ailment or bodily injury (but excluding insurance solely
against accidental injury) under any contract which does not give the
insurer the option to cancel or otherwise terminate the contract at or
after one year from its effective date or renewal date;

and any amendments to such paragraphs or provisions in substitution therefor
which may be hereafter adopted; and such other kind or kinds of business to the
extent necessarily or properly incidental to the kind or kinds of insurance
business which the Company is authorized to do.

SECTION 2. Mode and Manner of Exercising Powers. The mode and manner in which
the corporate powers of the Company shall be exercised are through a Board of
Directors and through such officers, employees and agents as such Board shall
employ.

ARTICLE III

DIRECTORS

SECTION 1. Number of Directors. The number of Directors of the Company shall be
not less than nine (except for vacancies temporarily unfilled) nor more than
twenty-one; provided however, that at least one-third (but not less than four)
of such Directors shall be persons who are not officers or employees of the
Company or of any entity controlling, controlled by, or under common control
with the Company and who are not beneficial owners of a controlling interest in
the voting stock of the Company or any such entity and, provided further, that
if the admitted assets of the Company should exceed $500 million during any
calendar year, then the number of Directors shall be increased to not less than
thirteen within one year following the end of such calendar year. The number of
Directors shall be determined from time to time by a vote of a majority of the
entire Board of Directors. No decrease in the number of Directors shall shorten
the term of any incumbent Director.

SECTION 2. Election of Directors. The election of Directors of the Company shall
be at the Annual Meeting of the shareholders of the Company.

SECTION 3. Annual Meeting. The Annual Meeting of the shareholders of the Company
shall be held on the first Tuesday in April of each year (or if a legal holiday,
on the next business day) at such place, within or without the State of New
York, and at such time as the Board of Directors shall by resolution prescribe
in accordance with the Company's By-Laws, for the purpose of electing directors
and for the transaction of such other business as may properly be brought before
the meeting. At such Annual Meeting all Directors shall be elected for the
ensuing year, and the Directors shall take office immediately upon election and
shall hold office until the next Annual Meeting and until their successors are
elected. At each Annual Meeting, each shareholder of record on the books of the
Company shall be entitled to one vote in person or by proxy for each share of
stock so held by the shareholder. Directors shall be chosen and elected by a
plurality of the whole number of the shares voted at the meeting.

SECTION 4. Vacancy of the Board of Directors. Whenever any vacancy shall occur
in the Board of Directors by death, resignation, removal, or otherwise, the
remaining members of the Board, at a meeting called for that purpose, or at any
regular meeting shall elect a Director or Directors to fill the vacancy or
vacancies thus occasioned, and each Director so elected shall hold office for
the unexpired term of the Director whose place the individual has taken.

SECTION 5. Citizenship of the Directors. The majority of the Directors of the
Company shall at all times be citizens and residents of the United States, not
less than three of the Directors shall be residents of the State of New York,
and each Director shall be at least eighteen years of age.

SECTION 6. Initial Board of Directors. The names and post office residence
addresses of the initial Board of Directors who shall serve until the first
Annual Meeting of the Company are:

Name Address

Robert P. Saltzman 6105 W. Long View Rd.
East Lansing, MI 48823

John A. Knutson 1422 W. Cutler Rd.
DeWitt, MI 48820

Paul B. Pheffer 6076 Marsh Rd.
Bldg. D-7
Haslett, MI 48840

William A. Gray 955 Audubon
E. Lansing, MI 48823

Thomas J. Meyer 2318 Cheltingham Dr.
Lansing, MI 48917

Donald B. Henderson, Jr. 4A Rivermere Apartments
Bronxville, NY 10708

Robert L. Rosenthal 360 E. 72nd St.
New York NY 10021

Henry J. Jacoby 305 Riverside Dr.
Apt. 7-B
New York NY 10025

David L. Porteous 20434 Crestview Dr.
Reed City, MI 49777

SECTION 7. Removal of Directors. Any or all of the Directors may be removed at
any time, either for or without cause, by vote of the shareholders.

SECTION 8. Personal Liability. No Director shall be personally liable to the
Company or any of its shareholders for damages for any breach of duty as a
Director; provided however, that the foregoing provision shall not eliminate or
limit the liability of a Director if a judgment or other final adjudication
adverse to him or her establishes that his or her acts or omissions were in bad
faith or involved intentional misconduct or that he or she personally gained in
fact a financial profit or other advantage to which he or she was not legally
entitled, or were acts or omissions which (a) he or she knew or reasonably
should have known violated the Insurance Law of the State of New York or (b)
violated a specific standard of care imposed on Directors directly, and not by
reference, by a provision of the Insurance Law of the State of New York (or any
regulations promulgated thereunder) or (c) constituted a knowing violation of
any other law.

ARTICLE IV

TERM AND CAPITAL

SECTION 1. Term of the Company. The duration of the corporate existence of the
Company shall be perpetual.

SECTION 2. Capital. The capital of the Company shall be Two Million and 00/100
Dollars ($2,000,000.00), which shall consist of Two Thousand shares (2,000) of
common stock with a par value of One Thousand and 00/100 Dollars ($1,000) each.

ARTICLE V

OFFICERS

The officers of the Company shall be elected by the Board of Directors at an
annual meeting held at any time prior to the first Annual Meeting of the Board
and thereafter at its Annual Meeting, which shall be held immediately after the
Annual Meeting of the shareholders. The Board shall elect a Chairman of the
Board, a President, a Secretary, and a Treasurer, and it may, at its option at
any time appoint or elect such other officers as shall be provided in the
By-Laws. In case a quorum is not present, the Annual Meeting of the Board shall
be adjourned to another day by the Directors present. Officers elected by the
Board shall respectively hold office until the next Annual Meeting of the Board,
and until their successors are chosen and have qualified. All officers shall
serve at the pleasure of the Board, unless otherwise provided in the By-Laws.
Vacancies in the elective offices occurring in the interval between Annual
Meetings of the Board may be filled at any time by the Board, and a person so
selected shall hold office until his successor is chosen and has qualified. One
person may hold two or more offices, except the offices of President and
Secretary, if it shall be so provided in the By-Laws or by action of the Board.

ARTICLE VI

AMENDMENTS

This Charter or provisions thereof may be amended at any time in accordance with
the provisions of Section 1206 of the New York Insurance Law as the same may be
amended from time to time.

Dated this 1st day of June, 1995.

/s/ Robert P. Saltzman /s/ Donald B. Henderson, Jr.
- ---------------------- --------------------------------
Robert P. Saltzman Donald B. Henderson, Jr.

/s/ John A. Knutson /s/ Robert L. Rosenthal
- ---------------------- --------------------------------
John A. Knutson Robert L. Rosenthal

/s/ Paul B. Pheffer /s/ Henry J. Jacoby
- ---------------------- --------------------------------
Paul B. Pheffer Henry J. Jacoby

/s/ William A. Gray /s/ David L. Porteous
- ---------------------- --------------------------------
William A. Gray David L. Porteous

/s/ Thomas J. Meyer
- -------------------------
Thomas J. Meyer

ACKNOWLEDGEMENT

STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )

Before me, a Notary Public, in and for the State of New York, personally
appeared Donald B. Henderson, Jr. personally known to me to be one of the
persons whose signatures appear above, and he signed the Declaration and Charter
of First Jackson National Life Insurance Company in my presence and acknowledged
the execution thereof to be his voluntary act and deed.

Dated the 14th day of June, 1995.

/s/ Carol O'Shaughnessy
-----------------------
Notary Public

My Commission Expires:

April 7, 1996

ACKNOWLEDGEMENT

STATE OF MICHIGAN )
) ss.
COUNTY OF INGHAM )

Before me, a Notary Public, in and for the State of Michigan, personally
appeared Robert P. Saltzman personally known to me to be one of the persons
whose signatures appear above, and he signed the Declaration and Charter of
First Jackson National Life Insurance Company in my presence and acknowledged
the execution thereof to be his voluntary act and deed.

Dated the 1st day of June, 1995.

/s/ Kristen S. Loman
----------------------
Notary Public

My Commission Expires:

April 9, 1996

ACKNOWLEDGEMENT

STATE OF MICHIGAN )
) ss.
COUNTY OF INGHAM )

Before me, a Notary Public, in and for the State of Michigan, personally
appeared John A. Knutson personally known to me to be one of the persons whose
signatures appear above, and he signed the Declaration and Charter of First
Jackson National Life Insurance Company in my presence and acknowledged the
execution thereof to be his voluntary act and deed.

Dated the 1st day of June, 1995.

/s/ Kristen S. Loman
----------------------
Notary Public

My Commission Expires:

April 9, 1996

ACKNOWLEDGEMENT

STATE OF MICHIGAN )
) ss.
COUNTY OF INGHAM )

Before me, a Notary Public, in and for the State of Michigan, personally
appeared Paul B. Pheffer personally known to me to be one of the persons whose
signatures appear above, and he signed the Declaration and Charter of First
Jackson National Life Insurance Company in my presence and acknowledged the
execution thereof to be his voluntary act and deed.

Dated the 1st day of June, 1995.

/s/ Kristen S. Loman
----------------------
Notary Public

My Commission Expires:

April 9, 1996

ACKNOWLEDGEMENT

STATE OF MICHIGAN )
) ss.
COUNTY OF INGHAM )

Before me, a Notary Public, in and for the State of Michigan, personally
appeared William A. Gray personally known to me to be one of the persons whose
signatures appear above, and he signed the Declaration and Charter of First
Jackson National Life Insurance Company in my presence and acknowledged the
execution thereof to be his voluntary act and deed.

Dated the 1st day of June, 1995.

/s/ Kristen S. Loman
----------------------
Notary Public

My Commission Expires:

April 9, 1996

ACKNOWLEDGEMENT

STATE OF MICHIGAN )
) ss.
COUNTY OF INGHAM )

Before me, a Notary Public, in and for the State of Michigan, personally
appeared Thomas J. Meyer personally known to me to be one of the persons whose
signatures appear above, and he signed the Declaration and Charter of First
Jackson National Life Insurance Company in my presence and acknowledged the
execution thereof to be his voluntary act and deed.

Dated the 1st day of June, 1995.

/s/ Kristen S. Loman
----------------------
Notary Public

My Commission Expires:

April 9, 1996

ACKNOWLEDGEMENT

STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )

Before me, a Notary Public, in and for the State of New York, personally
appeared Robert L. Rosenthal personally known to me to be one of the persons
whose signatures appear above, and he signed the Declaration and Charter of
First Jackson National Life Insurance Company in my presence and acknowledged
the execution thereof to be his voluntary act and deed.

Dated the 12th day of June, 1995.

/s/ J. Edward Hurley, Jr.
-------------------------
Notary Public

My Commission Expires:

September 8, 1995

ACKNOWLEDGEMENT

STATE OF NEW YORK )
) ss.
COUNTY OF NEW YORK )

Before me, a Notary Public, in and for the State of New York, personally
appeared Henry J. Jacoby personally known to me to be one of the persons whose
signatures appear above, and he signed the Declaration and Charter of First
Jackson National Life Insurance Company in my presence and acknowledged the
execution thereof to be his voluntary act and deed.

Dated the 19th day of June, 1995.

/s/ Carol O'Shaughnessy
-----------------------
Notary Public

My Commission Expires:

April 7, 1996

ACKNOWLEDGEMENT

STATE OF MICHIGAN )
) ss.
COUNTY OF OSCEOLA )

Before me, a Notary Public, in and for the State of Michigan, personally
appeared David L. Porteous personally known to me to be one of the persons whose
signatures appear above, and he signed the Declaration and Charter of First
Jackson National Life Insurance Company in my presence and acknowledged the
execution thereof to be his voluntary act and deed.

Dated the 3rd day of June, 1995.

/s/ Kristen S. Loman
-----------------------
Notary Public

My Commission Expires:

April 9, 1996
<PAGE>

EX-99.B6-b

BY-LAWS

FIRST JACKSON NATIONAL LIFE INSURANCE COMPANY

ARTICLE I
SHAREHOLDERS MEETING

SECTION 1. Annual Meeting. The annual meeting of the shareholders for
the election of the directors and for the transaction of such other business as
may come before such meeting shall be held on the first Tuesday in April of each
year, beginning in 1996, or if such day is a holiday, on the next succeeding
business day.

Section 2. Special Meetings. Special meetings of the shareholders may
be called by the Secretary upon written request of the Chairman of the Board,
the President, three directors, or shareholders owning of record at least
twenty-five percent (25%) of the shares of the Company entitled to vote at the
meeting. At a special meeting, no business will be transacted and no corporate
action shall be taken other than that stated in the notice of the meeting.

Section 3. Place of Meeting. All meetings of the shareholders shall be
held at the office of the Company in Westchester County, or at such other place
or places within or without the State of New York as shall from time to time be
designated by the Board of Directors.

Section 4. Notice of Meeting. Notice of all meetings, annual or
special, shall be given by mailing to each shareholder entitled to vote thereat,
at least ten days and not more than fifty days before such meeting, a written or
printed notice of the time, place and purpose or purposes thereof.

Section 5. Quorum. The holders of a majority of the outstanding stock
entitled to vote at any meeting represented in person or by proxy, shall
constitute a quorum for all purposes. In the absence of a quorum, the
shareholders entitled to vote thereat, represented in person or by proxy, may
adjourn the meeting to a day certain.

Section 6. Voting. At all meetings of shareholders each share of stock
held by a shareholder entitled to vote on any matter, represented in person or
by proxy, shall be entitled to one vote. Proxies shall be dated, in writing and
shall be signed by the shareholder or the shareholder's attorney-in-fact;
provided, however, that if the shareholder is a corporation its proxy shall
either have its corporate seal affixed or shall be accompanied by evidence
satisfactory to the Company that the proxy has been signed on behalf of such
shareholder by a duly authorized officer. Two inspectors of election shall be
appointed by the President at any shareholders meeting at which inspectors are
required.

Section 7. Written Consent. Any action required or permitted to be
taken at any meeting of shareholders may be taken without a meeting by the
written consent thereto of the shareholders, setting forth such action and
signed by the holders of all the outstanding shares entitled to vote thereon.

ARTICLE II
BOARD OF DIRECTORS

SECTION 1. Number of Directors. The number of Directors of this Company
shall be not less than nine (except for vacancies temporarily unfilled) nor more
than twenty-one; provided, however, that at least one-third (but not less than
four) of such Directors must not be officers or employees of the Company or any
entity controlling, controlled by, or under common control with the Company and
who are not beneficial owners of a controlling interest in the voting stock of
the Company or any such entity ("Outside Directors") and, provided further, that
if the admitted assets of the Company should exceed $500 million during any
calendar year, then the number of Directors shall be increased to not less than
thirteen within one year following the end of such calendar year. The number of
Directors shall be determined from time to time by a vote of a majority of the
entire Board of Directors. No decrease in the number of Directors shall shorten
the term of any incumbent Director.

At all times a majority of the directors shall be citizens and
residents of the United States and not less than three thereof shall be
residents of the State of New York. Directors shall be at least 18 years of age
but need not be shareholders.

SECTION 2. Election and Removal. The Board of Directors shall be
elected at the annual meeting of shareholders to serve until the next annual
meeting and until their successors shall be elected and qualified. Any or all of
the directors may be removed, with or without cause, by vote of the shareholders
entitled to vote thereon.

SECTION 3. Vacancies. Whenever any vacancy shall occur in the Board of
Directors by death, resignation, removal, or otherwise, the remaining members of
the Board, at a meeting called for that purpose, or at any regular meeting shall
elect a Director or Directors to fill the vacancy or vacancies thus occasioned,
and each Director so elected shall hold office for the unexpired term of the
Director whose place the individual has taken.

SECTION 4. Regular Meetings. Regular meetings of the Board of Directors
shall be held immediately following the annual meeting of the shareholders and
as frequently as the dispatch of business shall require and in any event at
least four times in each calendar year.

SECTION 5. Special Meetings. Special meetings of the Board of Directors
may be called by order of the Chairman of the Board, the President, the
Secretary, or upon the written request of any two members of the Board.

SECTION 6. Place of Meeting. Meetings of the Board of Directors shall
be held at the office of the Company in Westchester County or at such other
place within or without the State of New York as may be designated in the notice
thereof.

SECTION 7. Notice of Meetings. Unless notified in writing, notice of
all regular or special meetings, other than the regular meeting held immediately
following the annual meeting of shareholders, shall be given by mailing to each
director at least seven days before such meeting, a written or printed notice of
the time and place thereof. Such notice may also be given by telegram or
personal delivery at least three business days before such meeting.

SECTION 8. Business Transacted at Meetings. No business will be
transacted and no corporate action shall be taken at any special meeting of the
Board of Directors, other than that stated in any notice of such meeting.

SECTION 9. Quorum. A quorum shall consist of a majority of the
directors then in office. At least one Outside Director must be included in any
quorum for the transaction of business at any meeting of the Board.

SECTION 10. Action by the Board. The vote of a majority of the
directors present at the time of the vote, if a quorum is present at such time,
shall be the act of the Board.

SECTION 11. Compensation. Each director shall be entitled to receive
from the Company for each meeting of the Board which he or she shall attend such
fee, if any, as shall be fixed by the Board of Directors, together with
reimbursement, to the extent authorized by resolution of the Board, for the
reasonable expenses incurred by him or her in connection with the performance or
his or her duties; provided such directors are not salaried officers or
employees of the Company; provided further that nothing herein contained shall
be construed to preclude any director from serving the Company in any other
capacity and receiving compensation or commissions therefor.

ARTICLE III

EXECUTIVE COMMITTEE

SECTION 1. Membership. The Board of Directors by a majority vote of the
whole Board may elect from its own number an Executive Committee, to serve at
the pleasure of the Board, consisting of not less than one-third of the members
of the Board of Directors. Not less than one-third of the members of such
Committee shall be Outside Directors. The Executive Committee shall elect from
among its members a Chairman.

SECTION 2. Powers of the Executive Committee. The Executive Committee
during the intervals between meetings of the Board of Directors shall have and
may exercise, except as otherwise provided by statute, all the powers of the
Board with respect to the conduct and management of the business and property of
the Company and shall have the power to authorize the seal of the Company to be
affixed to all papers which may require it.

SECTION 3. Meetings. Meetings of the Executive Committee may be called
by order of the Chairman of the Committee or of any two members of the
Committee. The Committee shall prepare regular minutes of the transactions at
its meetings and for that purpose may appoint a secretary to record the
proceedings thereat. The Committee shall cause such minutes to be maintained in
books kept for that purpose. All actions of the Committee shall be reported to
the Board of Directors at its next meeting succeeding the date of such action.

SECTION 4. Place of Meeting. Meetings of the Executive Committee shall
be held at the office of the Company in Westchester County or at such other
place, within or without the State of New York, as may be designated in the
notice thereof.

SECTION 5. Notice of Meetings. Unless otherwise waived in writing,
notice of all meetings shall be given by mailing to each member at least three
days before such meeting, a written or printed notice of the time and place
thereof. Such notice may also be given by telegram or personal delivery at least
one day before such meeting.

SECTION 6. Quorum. A quorum shall consist of a majority of the total
number of members of the Committee then in office but not less than three
members. At least one member of the Committee who is an Outside Director must be
included in any quorum for the transaction of business at any meeting of the
Committee.

SECTION 7. Voting. Action shall be taken by a majority vote of those
members present except that if the Committee consists of fewer than five
members, action shall be taken only by the unanimous vote of those members
present.

ARTICLE IV

FINANCE COMMITTEE

SECTION 1. Membership. The Board of Directors by a majority vote of the
whole Board may elect from its own number a Finance Committee to serve at the
pleasure of the Board consisting of not less than one-third of the members the
Board of Directors. Not less than one-third of the members of such Committee
shall be persons who are Outside Directors. The Finance Committee shall elect
from among its members a Chairman.

SECTION 2. Power of the Finance Committee. The Finance Committee shall
possess and may exercise all the powers of the Board of Directors with respect
to the investments of the funds of the Company.

SECTION 3. Meetings. Meetings of the Finance Committee may be called by
order of the Chairman of the Committee or by any two members of the Committee.
The Committee shall prepare regular minutes of the transactions at its meetings
and for that purpose may appoint a secretary to record the proceedings thereat.
The Committee shall cause such minutes to be maintained in books kept for that
purpose. All actions of the Committee shall be reported to the Board of
Directors at its next meeting succeeding the date of such action.

SECTION 4. Place of Meetings. Meetings of the Finance Committee shall
be held at the office of the Company in Westchester County or at such other
place within or without the State of New York as may be designated in the notice
thereof.

ARTICLE V

AUDIT AND COMPENSATION COMMITTEE

SECTION 1. Membership. The Board of Directors by a majority vote of the
whole Board shall elect from its own number an Audit and Compensation Committee
to serve at the pleasure of the Board consisting of not less than one-third of
the members of the Board of Directors. The members of the Committee shall be
comprised solely of Outside Directors. The Audit and Compensation Committee
shall elect from among its members a Chairman.

SECTION 2. Power of the Audit and Compensation Committee. The Audit and
Compensation Committee shall possess and may exercise all the powers of the
Board of Directors with respect to recommending the selection of independent
certified public accountants, reviewing the Company's financial condition, the
scope and results of the independent audit and any internal audit, nominating
candidates for director for election by shareholders, evaluating the performance
of officers deemed by such Committee to be principal officers of the Company,
recommending to the Board of Directors the selection and compensation of such
principal officers and recommending to the Board of Directors any plan to issue
options to its officers and employees for the purchase of shares of stock,
pursuant to section one thousand two hundred seven of the New York Insurance
Law.

SECTION 3. Meetings. Meetings of the Audit and Compensation Committee
may be called by order of the Chairman of the Committee or by any two members of
the Committee. The Committee shall prepare regular minutes of the transactions
at its meetings and for that purpose may appoint a secretary to record the
proceedings thereat. The Committee shall cause such minutes to be maintained in
books kept for that purpose. All actions of the Committee shall be reported to
the Board of Directors at its next meeting succeeding the date of such action.

SECTION 4. Place of Meetings. Meetings of the Audit and Compensation
Committee shall be held at the office of the Company in Westchester County or at
such other place within or without the State of New York as may be designated in
the notice thereof.

SECTION 6. Quorum. A quorum shall consist of a majority of the total
number of members of the Committee then in office but not less than three
members.

ARTICLE VI

COMMITTEES - GENERAL

SECTION 1. Other Board Committees. The Board of Directors may from time
to time by resolution passed by a majority of the whole Board, designate one or
more committees in addition to the Executive, Finance and Audit and Compensation
Committees, each committee to consist of not less than one-third of the
directors of the Company, for such purposes as the Board may from time to time
determine. Any such committee to the extent provided by resolution of the Board
shall have all the authority of the Board to the extent permitted by law and
shall have such functions and duties as the Board shall prescribe. Not less than
one-third of the members of such Committee shall be Outside Directors.

A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide except that if the committee consists of less than five
members, action shall be taken only by the unanimous vote of those members
present. The Board of Directors shall have power to change the members of any
committee at any time, to fill vacancies and to discharge any such committee,
either with or without cause, at any time.

SECTION 2. Alternates and Substitutes. The Board of Directors may by
resolution passed by a majority of the whole Board designate one or more
directors as alternate members of any Committee who may replace any absent
member of members at any meeting of such committee.

SECTION 3. Compensation. Each member of the Executive Committee,
Finance Committee, Audit and Compensation Committee and any other Committee
designated by the Board, shall be entitled to receive from the Company for each
meeting of any such Committee which he or she shall attend such fee, if any, as
shall be fixed by the Board of Directors, together with reimbursement, to the
extent authorized by resolution of the Board, for the reasonable expenses
incurred by him or her in connection with the performance of his or her duties;
provided such members are not salaried officers or employees of the Company.

ARTICLE VII

OFFICERS

SECTION 1. Duties in General. All officers of the Company, in addition
to the duties prescribed by these By-Laws, shall perform such duties in the
conduct and management of the business and property of the Company as may be
determined by the Board of Directors. In the case of more than one person
holding an office of the same title, any of them may perform the duties of the
office except insofar as the Board of Directors or the President may otherwise
direct. Any two or more offices may be held by the same person except the
offices of President and Secretary.

SECTION 2. Number and Designation. The officers of the Company shall be
a Chairman of the Board, a President, a Secretary and a Treasurer. Other
officers, including one or more Vice-Presidents, may be designated as the Board
of Directors may from time to time deem advisable.

SECTION 3. Election and Term of Office. All officers shall be elected
annually by the Board of Directors at the meeting of the Board held immediately
following the annual meeting of shareholders and shall hold office at the
pleasure of the Board until their successors shall have been duly elected and
qualified. The Board of Directors shall also have the power at any time and from
time to time to elect or appoint or delegate its power to appoint, any
additional officers not then elected, and any such officer so elected or
appointed shall serve at the pleasure of the Board until the next annual meeting
of shareholders and until their respective successors shall be elected or
appointed or qualified. A vacancy in any office resulting from death,
resignation, removal, disqualification or from any other cause, shall be filled
for the balance of the unexpired term by the Board of Directors at a meeting
called for that purpose, or at any regular meeting, or, if such office has been
filled prior to such vacancy by appointment other than by the Board, by the
committee or person making such appointment.

SECTION 4. Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the Board of Directors and of the shareholders and
shall perform such other duties as the Board of Directors shall confer on him or
her from time to time.

SECTION 5. President. The President shall be the Chief Executive
Officer and have general charge of the administrative affairs of the Company. In
the absence of the Chairman of the Board or if such office be vacant, the
President shall have and possess all the powers of Chairman of the Board and
shall assume and perform all his duties with such other duties as shall be
prescribed by the Board of Directs. Except when inconsistent with the Company's
Charter and By-Laws, he shall have power to employ, fix the duties and discharge
such employees as he may deem necessary and proper. The President shall make
such reports to the Board of Directors as may be required by it.

SECTION 6. Vice-Presidents. The Vice-Presidents shall have such powers
and perform such duties as may be assigned to them from time to time by the
Board of Directors or the President. The Board of Directors or the President may
from time to time determine the order of priority as between two or more
Vice-Presidents.

SECTION 7. Secretary. The Secretary shall have custody of the minutes
of the meetings of the shareholders, of the Board of Directors and all
committees of the Board of Directors; shall issue notices of meeting; shall have
custody of the Company's seal and corporate books and records; shall have charge
of the issuance, transfer and cancellation of stock certificates; shall have
authority to cancel stock certificates; shall have authority to attest and affix
the corporate seal to any instruments executed on behalf of the Company; and
shall perform such other duties as are incident to his or her office and as are
required by the Board of Directors or the President.

SECTION 8. Treasurer. The Treasurer shall perform the duties incident
to his or her office and such other duties as are required of him or her by the
Board of Directors or the President.

SECTION 9. Other Officers. Other officers who may from time-to time be
elected by the Board of Directors shall have such powers and perform such duties
as may be assigned to them by the Board of Directors or the President.

SECTION 10. Compensation. The compensation of the officers shall be
fixed by the Board of Directors.

ARTICLE VIII

CAPITAL STOCK

SECTION 1. Certificates. Every shareholder shall be entitled to a
certificate, dated and numbered in sequence of issue, signed by the Chairman of
the Board, the President or Vice-President and by the Secretary or Assistant
Secretary or the Treasurer or Assistant Treasurer and under the seal of the
Company, certifying the number of shares and class of stock to which he or she
is entitled.

SECTION 2. Transfer. Transfers of stock may be made on the books of the
Company only by the holder thereof in person or by his or her attorney duly
authorized thereto in writing and upon surrender and cancellation of the
certificate there for duly endorsed or accompanied by a duly executed stock
power.

SECTION 3. Lost or Destroyed Certificates. The Board of Directors may
order a new certificate to be issued in place of a certificate lost or destroyed
upon proof of such loss or destruction and upon tender to the Company by the
shareholder of a bond in such amount and in such form and with or without surety
as may be ordered, indemnifying the Company against any liability, claim, loss,
cost or damage by reason of such loss or destruction and the issuance of a new
certificate.

SECTION 4. Determining Shareholders of Record. In lieu of closing the
books of the corporation, the Board of Directors may fix a time in the future as
a record date for the determination of the shareholders entitled "To Notice of
and to Vote at any Meeting of Shareholders." The record date so fixed shall be
not less than ten (10) days nor more than fifty (50) days prior to the meeting.
When a record date is so fixed, only shareholders of record on that date are
entitled to notice of and to vote at the meeting notwithstanding any transfer of
any shares on the books of the corporation after the record date. If the Board
of Directors does not fix such a record date, only persons in whose names shares
entitled to vote stand on the stock records of the corporation on the day three
(3) days prior to any meeting of the shareholders are entitled to vote at the
meeting.

ARTICLE IX

DIVIDENDS

Dividends may be declared from the legally available surplus of the
Company at such times and in such amounts as the Board of Directors may
determine.

ARTICLE X

CORPORATE FUNDS AND SECURITIES

SECTION 1. Deposits of Funds. Bills, notes, checks, negotiable
instruments or any other evidence of indebtedness payable to and received by the
Company may be endorsed for deposit to the credit of the Company by such
officers or agents of the Company as the Board of Directors, Executive
Committee, or Finance Committee may determine and, when authorized by the Board
of Directors, Executive Committee, or Finance Committee, may be endorsed for
deposit to the credit of agents of the Company in such manner as the Board of
Directors, Executive Committee, or Finance Committee may direct.

SECTION 2. Withdrawals of Funds. All disbursements of the funds of the
Company shall be made by check, draft or other order signed by such officers or
agents of the Company as the Board of Directors, Executive Committee, or Finance
Committee may from time to time authorize to sign the same.

SECTION 3. Sale and Transfer of Securities. All sales and transfers of
securities shall be made by any member of the Executive Committee or Finance
Committee or by any officer of the Company under authority granted by a
resolution of the Board of Directors, the Executive Committee or the Finance
Committee.

ARTICLE XI

MISCELLANEOUS PROVISIONS

SECTION 1. Voting Stock of Other Corporations. The Chairman of the
Board, the President, any Vice-President or any other officer designated by the
Board of Directors of the Company, the Executive Committee or Finance Committee
may execute in the name of the Company and affix the corporate seal to any proxy
or power of attorney authorizing the proxy or proxies or attorney or attorneys
named therein to vote the stock of any corporation held by this Company on any
matter on which such stock may be voted. If any stock owned by this Company is
held in any name other than the name of this Company, instructions as to the
manner in which such stock is to be voted on behalf of this Company may be given
to the holder of record by the Chairman of the Board, the President, any
Vice-President, or any other officer designed by the Board of Directors,
Executive Committee or Finance Committee.

SECTION 2. Notices. Any notice under these by-laws may be given by mail
by depositing the same in a post office or postal letter box or postal mail
chute (hereinafter called "postal depository") in a sealed post-paid wrapper
addressed to the person entitled thereto at his or her address as the same
appears upon the books or records of the Company or at such other address as may
be designated by such person in a written instrument filed with the Secretary of
the Company prior to the sending of such notice, except that notices which may
be given by telegram or personal delivery may be telegraphed or delivered, as
the case may be, to such person at such address; and such notice shall be deemed
to be given at the time such notice is mailed, telegraphed, or delivered
personally.

SECTION 3. Waiver of Notice. Any shareholder, director or member of the
Executive Committee, Finance Committee, Audit and Compensation Committee or any
other Committee, may at any time waive any notice required to be given under
these by-laws if such waiver is given in writing and is signed either before, at
or after the meeting to which it relates. Presence at a meeting shall also
constitute a waiver of notice thereof unless the director objects to the failure
to give such notice.

SECTION 4. Seal. The corporate seal shall have inscribed thereon the
name of the Company, the year of its organization and the words "Corporate Seal
New York." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

SECTION 5. Action Without a Meeting. In lieu of any special scheduled
meeting of the Board of Directors or any committee thereof, any action required
or permitted to be taken by the Board of Directors or any committee thereof, may
be taken without a meeting if all members of the Board, or of such committee,
consent in writing to the adoption of a resolution authorizing the action. The
resolution and the written consents thereto by the members of the Board or
committee shall be filed with the minutes of the proceedings of the Board or
committee. This section applies only when time is of the essence. This action
may not occur in lieu of a regular meeting.

SECTION 6. Participating in Meeting by Telephone. Any one or more
members of the Board of Directors or any committee thereof may participate in a
meeting of the Board or of such committee by means of a conference telephone or
similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation by such means shall
constitute presence in person at such meeting.

ARTICLE XII

AMENDMENTS

These by-laws may be amended in whole or in part by the vote of a
majority of all of the shareholders or the vote of a majority of all of the
members of the Board of Directors.

Any amendment adopted by the Board of Directors may be rescinded upon
majority vote of all of the shareholders of the Company.

ARTICLE XIII

INDEMNIFICATION

Any person made or threatened to be made a party to an action or
proceeding, whether civil or criminal, by reason of the fact that he or she, his
or her testator or testatrix or intestate then is or was a director, officer or
employee of the Company, or then serves or has served any other corporation in
any capacity at the request of the Company, shall be indemnified by the Company
against expenses, judgments, fines and amounts paid in settlement to the full
extent that officers and directors are permitted to be indemnified by the laws
of the State of New York. The provisions of this article shall not adversely
affect any right to indemnification which any person may have apart from the
provisions of this article.