GENERAL AMERICAN LIFE INSURANCE CO /MO/, S-6, 1999-07-23

GENERAL AMERICAN LIFE INSURANCE CO /MO/
S-6, 1999-07-23

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<PAGE>

As filed with the Securities and Exchange Commission on July 23, 1999
Registration No.

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT
OF 1933 OF SECURITIES OF UNIT INVESTMENT
TRUSTS REGISTERED ON FORM N-8B-2

GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
(Exact Name of Registrant)

GENERAL AMERICAN LIFE INSURANCE COMPANY
700 Market Street, St. Louis, Missouri 63101
(Name and Address of Principal Executive Office of Depositor)

Christopher A. Martin, Esquire
GenAmerica Management Company
700 Market Street, St. Louis, Missouri 63101
(Name and Address of Agent for Service of Process)

Copy to:
Stephen E. Roth, Esquire
Sutherland, Asbill & Brennan
1275 Pennsylvania Ave., N.W.
Washington, DC 20004-2404

Title of Securities Being Registered: The variable portion of flexible
--------------------------------
premium variable life insurance contracts called Destiny Variable
- -----------------------------------------------------------------
Universal Life Insurance.
- ------------------------

Approximate Date of Proposed Public Offering: As soon as practical
--------------------
after the effective date of this Registration Statement.
- -------------------------------------------------------

The Registrant intends to amend 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 become effective in accordance with
Section 8(a) of the Securities Act of 1933 or on such date as the
Commission, acting pursuant to said Section 8(a), may determine that the
Registration Statement shall become effective.

VARIABLE LIFE INSURANCE POLICY
ISSUED BY
GENERAL AMERICAN LIFE INSURANCE COMPANY
700 MARKET STREET
ST. LOUIS, MO 63101
(314) 231-1700

This Prospectus describes an individual variable life insurance Policy
("the Policy") offered by General American Life Insurance Company ("we,"
"our," "us," "General American" or "the Company"). The Policy is
designed to provide lifetime insurance protection in an amount
determined in part by the investment performance of the underlying
funds. You have the opportunity to allocate Net Premiums among several
investment portfolios with different investment objectives.

The Policy provides:
(1) a Cash Surrender Value that can be obtained by surrendering the
Policy;
(2) Policy Loans; and
(3) a death benefit payable at the Insured's death.

As long as a Policy remains in force before the Insured's Attained Age
100, the death benefit will be determined by the Insured's Attained Age
and by the Cash Value of the Policy. If the Policy is in effect after
the Insured reaches Attained Age 100, the death benefit is 101% of the
Cash Value. A Policy will remain in force as long as its Cash Surrender
Value is sufficient to pay the monthly charges.

You may allocate the Net Premiums to one or more of the Divisions of
General American Separate Account Eleven ("the Separate Account") or, in
some contracts, to General American's General Account.

You will find a list of the Funds in the Separate Account, the fund
managers, and the investment objectives in the Summary on page 10. Note
that investment results in the Separate Account are not guaranteed --
you may either make money or lose money. The amount of the death
benefit will vary depending on investment results.

The Prospectus of each Fund contains a full description of the Fund,
including the investment policies, restrictions, risks, and charges.
You should receive a Prospectus for each Fund along with this Prospectus
for the Policy.

In most policies you may also invest all or part of your cash value in
the General Account, which guarantees at least 4% interest.

It may not be advantageous to purchase a Policy as a replacement for
another type of life insurance or as a means to obtain additional
insurance protection if you already own another variable life insurance
policy.

These securities have not been approved or disapproved by the Securities
and Exchange Commission nor has the Commission passed upon the accuracy
or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

Please read this Prospectus carefully and keep it for future reference.
The date of this Prospectus is July 1, 1999. The Policies are not
available in all states.

This prospectus does not constitute an offering in any jurisdiction in
which such offering may not be lawfully made. No dealer, salesman, or
other person is authorized to give any information or make any
representations in connection with this offering other than those
contained in this prospectus, and, if given or made, such other
information or representations must not be relied upon.

<TABLE>
TABLE OF CONTENTS

<CAPTION>
Page
<S> <C>
Summary 1
Definitions 9
The Company and the Separate Account 10
The Company
The Separate Account
General American Capital Company
American Century Variable Portfolios
J.P. Morgan Series Trust II
Variable Insurance Products Fund
Variable Insurance Products Fund II
Van Eck Worldwide Insurance Trust
Addition, Deletion, or Substitution of Investments 14
Policy Benefits 14
Death Benefit
Cash Value
Policy Rights 16
Loans
Surrender and Pro Rata Surrender
Transfers
Right to Examine Policy
Payment and Allocation of Premiums 19
Issuance of a Policy
Premiums
Allocation of Net Premiums and Cash Value
Premium Default and Reinstatement
Charges and Deductions 21
Premium Expense Charges
Monthly Deduction
Separate Account Charges
Dividends 23
The General Account 23
General Matters 24
Distribution of the Policies 26
Federal Tax Matters 27
Unisex Requirements Under Montana Law 30
Safekeeping of the Separate Account's Assets 30
Voting Rights 30
State Regulation of the Company 31
Management of the Company 32
Legal Matters 34
Legal Proceedings 35
Experts 35
Additional Information 35
Financial Statements 35
Appendix A - Illustration of Death Benefits and Cash Values 36
</TABLE>

<PAGE>
<PAGE>
SUMMARY

THROUGHOUT THIS SUMMARY, THE TERMS "YOU" AND "YOUR" REFER TO THE OWNER
OF THE POLICY. THE OWNER MAY OR MAY NOT BE THE PERSON INSURED UNDER THE
POLICY. THE TERMS "WE," "US," AND "OUR" REFER TO GENERAL AMERICAN LIFE
INSURANCE COMPANY.

THE INFORMATION IN THIS SECTION IS JUST A SUMMARY, WRITTEN IN "LAYMEN'S
TERMS" TO HELP YOU UNDERSTAND THE POLICY. HOWEVER, BOTH YOUR POLICY AND
THIS PROSPECTUS ARE LEGAL DOCUMENTS. IF YOU HAVE QUESTIONS ABOUT THEM,
YOU SHOULD CONTACT YOUR AGENT OR OTHER COMPETENT PROFESSIONAL ADVISERS.

IN PREPARING THIS SUMMARY, WE ASSUME THAT THE POLICY IS IN FORCE, AND
THAT YOU HAVE NOT BORROWED ANY OF THE CASH VALUE.

THE POLICY. You are purchasing a life insurance policy. Like many life
insurance policies, it has both a death benefit and a cash value. The
death benefit is the amount of money that we will pay to the beneficiary
if the person insured under the policy dies while the policy is in
force. The cash value is the amount of money accumulated in your policy
as an investment at any time. The cash value consists of the premiums
you have paid, reduced by the expenses deducted for operation of the
policy, and either increased or decreased by investment results.

You have certain rights, including the right to borrow money from the
policy's cash value and the right to select the funds in which you will
invest your premiums.

You have the right to review the policy and decide whether you want to
keep it. If you decide not to keep the policy, you may return it to us
or to your agent during the "Right to Examine Policy Period." This
period is sometimes referred to as the "Free Look Period." It normally
ends on the later of:
1. twenty days after you receive the policy or
2. forty-five days after you signed the application.
In some states the period may be longer. Your agent can tell you if
this is the case.

Where permitted by law, if you return the policy before the end of the
free look period, we will cancel the policy and return:
1. the difference between the premiums you paid and the net
premiums allocated to the Separate Account; plus
2. the cash value of the separate account; plus
3. any charges deducted from the cash value.
During the "Right to Examine Policy Period" we invest your net premiums
in the divisions of the Separate Account that you have selected.

When the "Right to Examine Policy Period" ends, we will continue to
transfer future net premiums into the investments that you select as
soon as we receive the premiums.

Where we are required by law to return your full premium if you decide
not to take the policy, we will initially hold your net premiums in the
division of the Separate Account that invests in the money market fund.
If you return the policy before the end of the free look period, we will
cancel the policy and return the premium you paid. When the "Right to
Examine Policy Period" ends, we will transfer your cash value from the
money market fund to the divisions of the Separate Account that you have
selected. We will transfer future net premiums into the investments
that you have selected as soon as we receive the premiums.

PREMIUMS. When you apply for the policy, you determine the amount of
the premium that you plan to pay each year. The first year's premium
payment must be at least $10,000 and is due on the issue date of the
policy. After you pay the first premium, you make future premium payments
according to the schedule that you established. The scheduled premiums
are shown on the policy specifications page. We will send you a bill
based on your schedule. After the first policy year, you may make each
year's scheduled premium payment in a lump sum or in installments at any
time during the policy year.

You may not pay more premiums than the amount billed. You may pay less
than the scheduled premium, but there are some important restrictions as
described below.

If you pay a premium during the grace period, and if you have paid less
than the scheduled premium (or less than the restricted premium, if
applicable), we will treat the premium payment as having been made in the
prior policy year. If the sum of the premium paid during the grace period
and the premium already applied to the prior policy year exceed the
amount allowed for the prior policy year, then we will treat any excess as
a premium payment for the current policy year.

<PAGE>
If, on the other hand, a premium remains unpaid after the grace period,
and the sum of the cumulative premiums paid is less than 80% of the
scheduled cumulative premiums, then future annual premiums payable are
limited to the lessor of:
1. the scheduled annual premium, or
2. the annual premium paid in the year in which the cumulative
premiums paid fell below 80% of the scheduled cumulative
premium.
If you do not pay the lesser of these two amounts, no further premiums
are payable.

This limit will remain in force for all future years unless you reinstate
the policy as described under Premium Default and Reinstatement.

We will deduct certain expenses from your cash value. These expenses
are described below. In addition, your cash value may increase or
decrease, depending on the investment experience of the funds you
select. Because it is possible for your cash value to decrease, your
death benefit may also decrease. If your cash value is insufficient to
pay the charges and deductions, we will allow you to pay sufficient
premium into the policy to cover the current charges and deductions.
If you do not make such premium payments, the policy will terminate
without value.

INVESTING YOUR CASH VALUE. You may tell us to invest your cash value in
either the general account or the separate account, or you may split
your cash value between them.

THE GENERAL ACCOUNT. The general account is an interest-bearing
account. Money in the general account is guaranteed to earn at least 4%
interest, and it may earn more. General American determines the current
interest rate from time to time, and we will notify you in advance of
any changes. We have the right to limit the amount of money that you
may put into the general account.

THE SEPARATE ACCOUNT. The separate account consists of divisions, which
represent different types of investments. Each division may either make
money or lose money. Therefore if you invest in a division of the
separate account, you may either make money or lose money, depending on
the investment experience of that division. There is no guaranteed rate
of return in the separate account.

There are currently twenty-four divisions, or investment options, in the
separate account, although some divisions might not be available under
the Policy. These divisions represent funds run by various investment
companies. The investment companies hire advisers to operate or advise
on the day-to-day operation of the funds.

The following list shows the investment companies whose funds are
available under the policy, along with the managers or advisers and the
divisions that they oversee:

<TABLE>
<CAPTION>
INVESTMENT COMPANY INVESTMENT MANAGER/ADVISER

<S> <C>
General American Capital Company Conning Asset Management Company

American Century Variable Portfolios American Century Investment Management, Inc.

J.P. Morgan Series Trust II J.P. Morgan Investment Management, Inc.

Fidelity Investments Variable Insurance Fidelity Management & Research Company
Products Fund

Fidelity Investments Variable Insurance Fidelity Management & Research Company
Products Fund II

Van Eck Worldwide Insurance Trust Van Eck Associates Corporation
</TABLE>

These funds have different investment goals and strategies, which we
have summarized in the following table. You should review the
prospectus of each fund, or seek professional guidance in determining
which fund(s) best meet your objectives.

INVESTMENT FUND INVESTMENT OBJECTIVE
---------- ---- ---------- ---------
MANAGER NAME TYPE
------- ---- ----
<S> <C> <C> <C>
Conning S&P 500 Index Growth & Income To achieve a rate of return that parallels
Asset Management Fund the return of the stock market as a whole,
Company as represented by the Standard and Poor's
500 Stock Index.

Conning Money Market Money Market To obtain the highest level of current
Asset Management Fund income consistent with the preservation of
Company capital and maintenance of liquidity.

Conning To provide a rate of return that reflects
Asset Management Bond Index Fund Corporate Bonds the performance of the bond market as a
Company whole, as measured by the Lehman Brothers
Government/Corporate Bond Index.

Conning Asset Allocation To obtain a high rate of long-term return,
Asset Management Fund Balanced composed of capital growth and income.
Company

Conning Managed Equity To obtain long-term capital growth
Asset Management Fund Growth through investment in common stocks.
Company

Conning International Index Growth: To obtain investment results that parallel
Asset Management Fund International Stock the price and yield performance of
Company publicly-traded common stocks in the
Morgan Stanley Capital International,
Europe, Australia, and Far East Index
("EAFE Index").

<CAPTION>
INVESTMENT FUND INVESTMENT OBJECTIVE
---------- ---- ---------- ---------
MANAGER NAME TYPE
------- ---- ----
<S> <C> <C> <C>
Conning Mid-Cap Equity To obtain long-term capital appreciation
Asset Management Fund Growth through investment primarily in common
Company stocks of U.S.-based, publicly traded
companies with medium market
capitalization, defined as within the range
of the S&P Mid-Cap 400 at the time of
the Fund's investment.

Conning Small-Cap Equity To provide a high rate of return through
Asset Management Fund Aggressive Growth investment in the common stock of small
Company companies, making up, at one time, the
smallest 20% of U.S.-based companies on
the New York Stock Exchange.

Fidelity Management & Growth Portfolio Growth To seek capital appreciation, normally
Research Company through purchases of common stocks,
although its investments are not restricted
to any one type of security.

Fidelity Management & Equity-Income Growth & Income To seek reasonable income by investing
Research Company Portfolio primarily in income-producing equity
securities.

Fidelity Management & Overseas Portfolio Growth: To seek long-term growth of capital
Research Company International Stock primarily through investment in foreign
securities.

Fidelity Management & Asset Manager Balanced To seek a high total return with reduced
Research Company Portfolio risk over the long-term by allocating its
assets among domestic and foreign stocks,
bonds, and short-term fixed income
instruments.

Fidelity Management & High Income High Yield Bond To seek a high level of current income by
Research Company Portfolio investing primarily in high yielding,
lower-rated, fixed income securities,
while also considering growth of capital.

Van Eck Associates Worldwide Hard Aggressive Growth: To seek long-term capital appreciation by
Corporation Assets Fund Specialty investing in equity and debt securities of
companies engaged in the exploration,
development, production, and distribution
of gold and other natural resources such
as strategic and other metals, minerals,
forest products, oil, natural gas, and coal.

Van Eck Associates Worldwide Aggressive Growth: To obtain long-term capital appreciation
Corporation Emerging Markets International Stock by investing in equity securities in
Fund emerging markets around the world. The
Fund emphasizes primarily investment in
countries that, compared to the world's
major economies, exhibit relatively low
gross national product per capita, as well
as the potential for rapid economic
growth.

J.P. Morgan Investment Bond Portfolio Growth & Income To provide a high total return consistent
Management, Inc. with moderate risk of capital and
maintenance of liquidity.

<CAPTION>
INVESTMENT FUND INVESTMENT OBJECTIVE
---------- ---- ---------- ---------
MANAGER NAME TYPE
------- ---- ----
<S> <C> <C> <C>
J.P. Morgan Investment Small Company Aggressive Growth To provide high total return from a
Management, Inc. Portfolio portfolio of equity securities of small
companies. The Fund invests at least
65% of the value of its total assets in the
common stock of small U.S. companies
primarily with market capitalizations less
than $1 billion.

American Century Income & Growth To attain long-term growth of capital as
Investment Fund Growth & Income well as current income. The Fund pursues
Management, Inc. a total return and dividend yield that
exceeds those of the S&P 500 by
investing in stocks of companies with
strong dividend growth potential.

American Century Aggressive Growth: To obtain capital growth over time by
Investment International Fund International Stock investing in common stocks of foreign
Management, Inc. companies considered to have better-than-
average prospects for appreciation.
Because this Fund invests in foreign
securities, a higher degree of short-term
price volatility, or risk, is expected due
to factors such as currency fluctuation and
political instability.

American Century To attain long-term capital growth, with
Investment Value Fund Growth income as a secondary objective. The
Management, Inc. Fund invests primarily in equity securities
of well-established companies that are
believed by management to be
undervalued at the time of purchase.
</TABLE>

You may change the investments that you want to use for your future
premiums by notifying our Home Office.

You may transfer your cash value among the various funds, but there are
certain rules. We don't charge you a transaction fee for the first
twelve transfers in a policy year, but we charge a $25 fee for each
transfer after the first twelve. (A policy year is measured beginning
on the anniversary of the date that the policy was issued, and ending on
the day before the next anniversary.)

We have the right to change or eliminate transfers in the future,
although we don't currently intend to do so.

CHARGES AND DEDUCTIONS. There are certain costs that we charge you for
issuing your policy and keeping it in force. This section describes
those charges -- what they are and what they cover.

INITIAL POLICY CHARGE. When we issue your policy, we charge a fee of
$800 to cover the costs associated with underwriting and issuing the
policy and the ongoing administrative costs. We deduct this amount from
the policy's cash value as soon as we have issued the policy and you have
paid your first premium.

PREMIUM TAX CHARGE AND FEDERAL TAX CHARGE. The Federal government and
many states and territories impose taxes or charges on insurance
premiums. We deduct from your premium payment the amount required to
pay these taxes and charges. We deduct currently 1.3% of each premium
payment to pay the Federal tax charge, and 2.25% of each premium payment
to pay the premium tax charge.

If the tax rates change, we may change the amount of the deduction to
cover the new taxes. However, the deduction will never exceed the
amount shown on the specifications page of your policy. (See Charges
and Deductions - Premium Expense Charges.)

If we are required by law to pay taxes based on the separate account, we
may charge an appropriate share to policies that invest in the separate
account. (See Federal Tax Matters.)

COST OF INSURANCE. Because this is a life insurance policy, it has a
death benefit. We charge an insurance

cost each month to cover the risk that you will die and we will have to
pay the death benefit.

The amount of this charge varies with the age, sex, risk class of the
person insured under the policy, and the amount of the death benefit at
risk -- if the risk of death or the amount of the death benefit is
greater, then the cost of insurance is also greater. We calculate the
cost of insurance daily, and deduct the total from your cash value at
the beginning of the next policy month.

MORTALITY AND EXPENSE RISK AND DISTRIBUTION CHARGE. We make another
charge to cover mortality and expense risks and certain distribution
expenses under the Policy. We calculate this charge based on a
percentage of the net assets in the separate account. In determining
the percentage to be applied we consider the total cash value in all of
the separate account funds. In situations in which multiple policies
exist on an account, such as policies on a husband and wife or on
business partners, we combine the separate account funds of all of the
policies to determine the percentage.

We calculate and accrue the mortality and expense risk and distribution
charge daily, and deduct it from the policy's cash value at the
beginning of the next policy month. We guarantee that the charge will
not exceed the following amounts, shown on an annual percentage basis:

<TABLE>
<CAPTION>
Total Separate Percentage of
Account Funds Net Assets
------------- ----------
<S> <C>
First $500,000 2.25%
Next $1,000,000 2.00%
Next $1,000,000 1.75%
Next $1,000,000 1.65%
Next $1,000,000 1.55%
Next $1,000,000 1.45%
Next $1,000,000 1.35%
Over $6,500,000 1.25%
</TABLE>

(See Charges and Deductions - Separate Account Charges.)

FUND EXPENSES. We pay the operating expenses of the separate account.
The funds pay for their own operating expenses and investment fees. For
a description of these charges, see Charges and Deductions - Separate
Account Charges.

The following chart shows the fees and expenses of the funds as
reported for the fiscal year ending December 31, 1998:

<TABLE>
ANNUAL FUND EXPENSES <F1>
As a Percentage of Average Net Assets

<CAPTION>
INVESTMENT
FUND ADVISORY / OTHER EXPENSES TOTAL
MANAGEMENT
FEE

GENERAL AMERICAN CAPITAL COMPANY
<S> <C> <C> <C>
S&P 500 Index Fund .25% .05% .30%
Money Market Fund .125% .08% .205%
Bond Index Fund .25% .05% .30%
Managed Equity Fund .40% <F2> .10% .50%
Asset Allocation Fund .50% .10% .60%
International Index Fund .50% <F3> .30% .80%
Mid-Cap Equity Fund .55% <F4> .10% .65%
Small-Cap Equity Fund .25% .05% .30%

<CAPTION>
AMERICAN CENTURY VARIABLE PORTFOLIOS
<S> <C> <C> <C>
Income & Growth Fund .70% .00% .70%
International Fund 1.50% .00% 1.50%
Value Fund 1.00% .00% 1.00%

<CAPTION>
J.P. MORGAN SERIES TRUST II
<S> <C> <C> <C>
Bond Portfolio .30% .45% .75%
Small Company Portfolio .60% .55% 1.15%

<CAPTION>
VARIABLE INSURANCE PRODUCTS FUND
<S> <C> <C> <C>
Equity-Income Portfolio .50% .08% .58%
Growth Portfolio .60% .09% .69%

Overseas Portfolio .75% .17% .92%
High Income Portfolio .59% .12% .71%

<CAPTION>
VARIABLE INSURANCE PRODUCTS FUND II
<S> <C> <C> <C>
Asset Manager .55% .10% .65%

<CAPTION>
VAN ECK WORLDWIDE INSURANCE TRUST
<S> <C> <C> <C>
Worldwide Hard Assets Fund 1.00% .00% 1.00%
Worldwide Emerging Markets Fund 1.50% .00% 1.50%

<FN>
<F1> The Fund expenses shown above are collected from the underlying
Fund, and are not direct charges against the Separate Account assets or
reductions from the Policy's Cash Value. These underlying Fund Expenses
are taken into consideration in computing each Fund's net asset value,
which is used to calculate the unit values in the Separate Account. The
management fees and other expenses are more fully described in the
prospectus of each individual Fund. The information relating to the
Fund expenses was provided by the Fund and was not independently
verified by General American. Except as otherwise specifically noted,
the management fees and other expenses are not currently subject to fee
waivers or expense reimbursements.

<F2> The fees charged by the Managed Equity Fund are stated as a series
of annual percentages of the average daily value of the net assets of
the Fund. The percentages decrease with respect to assets of the Fund
above certain amounts, as follows: First $10 million, 0.40%; Next $20
million, 0.30%; Balance over $30 million, 0.25%.

<F3> The fees charged by the International Index Fund are stated as a
series of annual percentages of the average daily value of the net
assets of the Funds. The percentages decrease with respect to assets of
the Fund above certain amounts, as follows: First $10 million, 0.50%;
Next $20 million, 0.40%; Balance over $20 million, 0.30%.

<F4> The fees charged by the Mid-Cap Equity Fund are stated as a series
of annual percentages of the average daily value of the net assets of
the Funds. The percentages decrease with respect to assets of the Fund
above certain amounts, as follows: First $10 million, 0.55%; Next $10
million, 0.45%; Balance over $20 million, 0.40%.
</TABLE>

DEATH BENEFIT. If the person insured under the policy dies while the
policy is in force, we will pay a death benefit to the beneficiary.

If the person insured is less than attained age 100 at the time of
death, the death benefit will be equal to the policy's cash value on the
date of death, multiplied by an attained age factor. The attained age
factors are shown on a table in the policy. The factors shown in the
policy are for deaths occurring on the policy anniversary. For any
other date, we will determine the factor by interpolation, or
calculating the daily value between the anniversary dates.

If the person insured has reached attained age 100 at the time of death,
the death benefit will be equal to 101% of the policy's cash value.

We will increase the policy proceeds by any dividends earned prior to
the death of the person insured, and will reduce it by the cost of
insurance from the beginning of the month to the date of death, by any
outstanding loans and interest and by the amount of the mortality and
expense risk and distribution charge from the beginning of the month to
the date of death. We will pay the death benefit according to the
settlement options available at the time of death. (See Policy Benefits
- - Death Benefit.)

You may include additional insurance benefits with your policy. These
are described under General Matters - Additional Insurance Benefits. If
you elect any additional benefits, we will deduct the charges for those
benefits from your Cash Value.

CASH VALUE. Your Policy has a cash value that is the total amount
credited to you in the separate account, the loan account, and the
general account. The cash value increases by the amount of net premium
payments, and decreases by expense charges for the policy. It may
either increase or decrease based on the investment experience of the
separate account divisions that you have selected. (See Policy Benefits
- - Cash Value.)

There is no minimum guaranteed cash value.

POLICY LOANS. You may borrow against the cash value of your policy.
The loan value is the maximum amount that you may borrow. The loan
value is:
the cash value on the date we receive the loan request;
plus interest on the loan balance to the next policy anniversary,
calculated at the guaranteed general account interest rate;
minus interest on the new loan to the next policy anniversary;

minus any loans and interest already outstanding;
minus monthly deductions to the next policy anniversary.

When you borrow against the policy, we will take the money from the
general account and the divisions of the separate account in proportion
to your balances in each account.

Loan interest is due at each policy anniversary. If you don't pay the
loan interest, we will add it to the amount of the loan.

You may repay all or part of the loan at any time. When you make a loan
payment, we will put the money back into the general account or the
divisions of the separate account in the same percentages used to make
the loan.

When we pay out the proceeds of your policy, either as a death benefit
or as a policy surrender, we will deduct any outstanding loans and
interest from the amount we pay. (See Policy Rights - Loans.)

Loans taken from or secured by a policy may have Federal income tax
consequences. (See Federal Tax Matters.)

SURRENDER AND PRO-RATA SURRENDER. You may surrender the policy at any
time while it is in force. We will pay you the cash surrender value,
plus dividends (if any) earned prior to the surrender.

You may request a pro-rata surrender of the policy, which allows you to
surrender part of the policy and keep the rest in force. You can find
more information under Policy Rights - Surrender and Pro-Rata Surrender.

A surrender or pro-rata surrender may have Federal income tax
consequences. We suggest that you discuss your situation with a
competent tax adviser before taking one of these steps. (See Federal
Tax Matters.)

ILLUSTRATIONS OF DEATH BENEFITS AND CASH SURRENDER VALUES. The death
benefit and cash surrender value of your policy will depend on how well
your investments perform. In Appendix A we have illustrated some sample
policies. Depending on the rate of return, the values may increase or
decrease. In order to help you to understand the cost of the policy, we
also show how your premium would grow if you simply invested it at 5%
interest, compounded annually.

If you surrender your policy in the first few years, the cash surrender
value that you receive may be low compared to what you would have
accumulated by investing the premiums at interest. In this case, the
insurance protection that you received while the policy was in force
will have been expensive.

We will provide you with an illustration showing projected future cash
values if you request it in writing. We may charge a fee of up to $25
for preparing the illustration.

TAX CONSEQUENCES OF THE POLICY. If your policy was issued in a standard
premium class, then we believe that it qualifies as a life insurance
contract for Federal income tax purposes. However, if the policy was
issued on a substandard basis, it is not clear whether it will qualify
as a life insurance contract for tax purposes. The IRS has provided
very limited guidance in this area.

Assuming that the policy does qualify as a life insurance contract for
Federal income tax purposes, then we believe that the cash value should
be subject to the same tax treatment as the cash value of a conventional
fixed-benefit contract. This means that growth in the cash value will
not be taxed until you receive a distribution.

There are some actions that may trigger a tax. If you transfer
ownership to someone else, or if you surrender the policy or withdraw
cash from it under a pro-rata surrender, you may have to pay a tax.
Similarly, if you let the policy lapse while there is an outstanding
loan, or if you exchange the policy for another policy, you may owe a
tax. (See Federal Tax Matters.)

Based on your premium schedule, your policy may become a "modified
endowment contract." If that happens, then some pre-death distributions
of cash will be taxable income. If there is more cash value in the
policy that what you actually paid in premiums, you will taxed on the
excess in the year in which you receive a distribution. You may
withdraw the amount that you paid into the policy without being taxed,
but only after you have received the excess as taxable income. In
addition, any taxable distribution that you receive before age 59 1/2
will generally be subject to an additional 10% tax.

On the other hand, if the policy is not a modified endowment contract,
then distributions are normally treated first as a return of your "cost
basis," or investment in the contract. In this case, you may withdraw
up to the amount of the premiums you paid with no tax consequences.
After that, any additional distributions are treated as taxable income.
In addition, loans from the policy are not treated as distributions, so
they are not considered taxable

income. Finally, if your policy is not a modified endowment contract,
neither distributions or loans are subject to the 10% additional tax
(See Federal Tax Matters.)

Please note that General American is neither a law firm nor a tax
adviser, so we cannot give you legal or tax advice. If you have
specific legal or tax questions, we suggest that you consult a qualified
professional in these fields.

DIVIDENDS. We do not expect to pay dividends on this Policy. (See
Dividends.)

* * *

This Prospectus describes only those aspects of the Policy that relate
to the Separate Account, except where General Account matters are
specifically mentioned. For a brief summary of the aspects of the
Policy relating to the General Account, see The General Account.

DEFINITIONS

ATTAINED AGE - The Issue Age of the Insured plus the number of completed
Policy Years.

BENEFICIARY - The person or persons named in the application or by later
designation to receive Policy proceeds in the event of the Insured's
death. A Beneficiary may be changed as set forth in the Policy and this
Prospectus.

CASH VALUE - The total amount that a Policy provides for investment at
any time. It is equal to the total of the amounts credited to the Owner
in the Separate Account and the General Account, including the Loan
Account.

CASH SURRENDER VALUE - The Cash Value of a Policy on the date of
surrender, less accrued cost of insurance charges and accrued mortality
and expense risk and distribution charges from the beginning of the Policy
Month, less any Indebtedness.

DIVISION - A subaccount of the Separate Account. Each Division invests
exclusively in the shares of a corresponding Fund of General American
Capital Company, American Century Variable Portfolios, J.P. Morgan
Series Trust II, Variable Insurance Products Fund, Variable Insurance
Products Fund II, or Van Eck Worldwide Insurance Trust.

FUND - A separate investment portfolio of General American Capital
Company, American Century Variable Portfolios, J.P. Morgan Series Trust
II, Variable Insurance Products Fund, Variable Insurance Products Fund
II, or Van Eck Worldwide Insurance Trust. Although sometimes referred
to elsewhere as "portfolios," they are referred to in this prospectus as
"Funds," except where "Portfolio" is part of their name.

GENERAL ACCOUNT - The assets of the Company other than those allocated
to the Separate Account or any other separate account. The Loan Account
is part of the General Account.

HOME OFFICE - The service office of General American Life Insurance
Company, the mailing address of which is P.O. Box 14490, St. Louis,
Missouri 63178.

INDEBTEDNESS - The sum of all unpaid Policy Loans and accrued interest
on loans.

INSURED - The person whose life is insured under the Policy.

INVESTMENT START DATE - The date the initial premium is applied to the
General Account or to the Divisions of the Separate Account. This date
is the later of the Issue Date or the date the initial premium is
received at General American's Home Office.

ISSUE AGE - The Insured's age at his or her nearest birthday as of the
date the Policy is issued.

ISSUE DATE -- The effective date of the coverage under the Policy. This
is the date from which Policy Anniversaries, Policy Years, and Policy
Months are measured.

LOAN ACCOUNT - The account of the Company to which amounts securing
Policy Loans are allocated. The Loan Account is part of General
American's General Account.

LOAN SUBACCOUNT - A Loan Subaccount exists for the General Account and
for each Division of the Separate Account. Any Cash Value transferred
to the Loan Account will be allocated to the appropriate Loan Subaccount
to reflect the origin of the Cash Value. At any point in time, the Loan
Account will equal the sum of all the Loan Subaccounts.

MONTHLY ANNIVERSARY - The same date in each succeeding month as the
Issue Date except that whenever the Monthly Anniversary falls on a date
other than a Valuation Date, the Monthly Anniversary will be deemed the
next Valuation Date. If any Monthly Anniversary would be the 29th,
30th, or 31st day of a month that does not have that number of days,
then the Monthly Anniversary will be the last day of that month.

NET PREMIUM - The premium less the premium tax charge and the federal
tax charge.

OWNER - The Owner of a Policy, as designated in the application or as
subsequently changed.

POLICY - The variable life insurance Policy offered by the Company and
described in this Prospectus.

POLICY ANNIVERSARY - The same date each year as the Issue Date.

POLICY MONTH - A month beginning on the Monthly Anniversary.

POLICY YEAR - A period beginning on a Policy Anniversary and ending on
the day immediately preceding the next Policy Anniversary.

PORTFOLIO - see Fund.

PRO-RATA SURRENDER - A requested reduction of both the death benefit and
the Cash Value by a given percentage.

SEC - The United States Securities and Exchange Commission.

SEPARATE ACCOUNT - General American Separate Account Eleven, a separate
investment account established by the Company to receive and invest the
Net Premiums paid under the Policy, and certain other variable life
policies, and allocated by the Owner to provide variable benefits.

VALUATION DATE - Each day that the New York Stock Exchange is open for
trading and the Company is open for business. The Company is not open
for business the day after Thanksgiving.

VALUATION PERIOD - The period between two successive Valuation Dates,
currently commencing at 4:00 p.m. (Eastern Standard Time) on a
Valuation Date and ending 4:00 p.m. on the next succeeding Valuation
Date.

THE COMPANY, THE SEPARATE
ACCOUNT, AND THE FUNDS

THE COMPANY

General American Life Insurance Company ("General American" or "the
Company") was originally incorporated as a stock company in 1933. In
1936, General American initiated a program to convert to a mutual life
insurance company. In 1997, General American's policyholders approved a
reorganization of the Company into a mutual holding company structure
under which General American became a stock company wholly owned by
GenAmerica Corporation, an intermediate stock holding company.
GenAmerica is wholly owned by General American Mutual Holding Company, a
mutual holding company organized under Missouri law. On January 28,
1999, the Board of General American Mutual Holding Company instructed
its management to develop a plan for demutualization and a public
offering of stock. Owners of variable life insurance contracts issued
by General American as of that date may be eligible for a distribution
of value in connection with such a demutualization when and if it
occurs.

General American is principally engaged in writing individual and group
life insurance policies and annuity contracts. As of December 31, 1998,
it had consolidated assets of approximately $29 billion. It is admitted
to do business in 49 states, the District of Columbia, Puerto Rico, and
in ten Canadian provinces. The principal offices of General American
are located at 700 Market Street, St. Louis, Missouri 63101. The
mailing address of General American's service center ("the Home Office")
is P.O. Box 14490, St. Louis, Missouri 63178.

THE SEPARATE ACCOUNT

General American Life Insurance Company Separate Account Eleven ("the
Separate Account") was established by General American as a separate
investment account on January 24, 1985 under Missouri law. The Separate
Account will receive and invest the Net Premiums paid under this Policy
and allocated to it. In addition, the Separate Account currently
receives and invests Net Premiums for other classes of variable life
insurance policies and might do so for additional classes in the future.

The Separate Account has been registered with the SEC as a unit
investment trust under the Investment Company Act of 1940 ("the 1940
Act") and meets the definition of a "separate account" under Federal
securities laws. Registration with the SEC does not involve supervision
of the management or investment practices or policies of the Separate
Account or General American by the SEC.

The Separate Account currently is divided into twenty-four Divisions,
although not all Divisions may be available for investment under the
Policy. Divisions invest in corresponding Funds from one of several
open-end, diversified management investment companies: General American
Capital Company, American Century Variable Portfolios, J.P. Morgan
Series Trust II, Variable Insurance Products Fund, Variable Insurance
Products Fund II, and Van Eck Worldwide Insurance Trust. Income and
both realized and unrealized gains or losses from the assets of each
Division of the Separate Account are credited to or charged against that
Division without regard to income, gains, or losses from any other
Division of the Separate Account or arising out of any other business
General American may conduct.

Although the assets of the Separate Account are the property of General
American, the assets in the Separate Account equal to the reserves and
other liabilities of the Separate Account are not chargeable with
liabilities arising out of any other business which General American may
conduct. The assets of the Separate Account are available to cover the
general liabilities of General American only to the extent that the
Separate Account's assets exceed its liabilities arising under the
Policies. From time to time, the Company may transfer to its General
Account any assets of the Separate Account that exceed the reserves and
the Policy liabilities of the Separate Account (which will always be at
least equal to the

aggregate Policy value allocated to the Separate Account under the
Policies). Before making any such transfers, General American will
consider any possible adverse impact the transfer may have on the
Separate Account.

THE FUNDS

THERE IS NO ASSURANCE THAT ANY OF THE FUNDS WILL ACHIEVE ITS STATED
OBJECTIVE. It is conceivable that in the future it may be
disadvantageous for Funds to offer shares to separate accounts of
various insurance companies to serve as the investment medium for their
variable products or for both variable life and annuity separate
accounts to invest simultaneously in a Fund. The Boards of Trustees of
each Fund, the respective Advisors of each Fund, and the Company and any
other insurance companies participating in the Funds are required to
monitor events to identify any material irreconcilable conflicts that
may possibly arise, and to determine what action, if any, should be
taken in response to those events or conflicts. A more detailed
description of the Funds, their investment policies, restrictions,
risks, and charges is in the prospectuses for each Fund, which must
accompany or precede this Prospectus and which should be read carefully.

The investment objectives and policies of certain Funds are similar to
the investment objectives and policies of other portfolios that may be
managed by the same investment adviser or manager. The investment results
of the Funds, however, may differ from the results of such other portfolios.
There can be no assurance, and no representation is made, that the
investment results of any of the Funds will be comparable to the investment
results of any other portfolio, even if the other portfolio has the same
investment adviser or manager.

We may receive compensation from one or more of the Funds (or their
affiliates) based upon an annual percentage of the average net assets we
hold in the Fund. These amounts are intended to compensate us for
administrative or other services we provide to the Funds or their
affiliates.

GENERAL AMERICAN CAPITAL COMPANY

General American Capital Company ("the Capital Company") is an open-end,
diversified management investment company which was incorporated in
Maryland on November 15, 1985, and commenced operations on October 1,
1987. Only the Funds described in this section of the Prospectus are
currently available as investment choices for this Policy even though
additional Funds may be described in the prospectus for the Capital
Company. Shares of Capital Company are currently offered to separate
accounts established by General American Life Insurance Company and
affiliates. The Capital Company's investment adviser is Conning Asset
Management Company ("the Advisor"), an indirect, majority-owned
subsidiary of General American. The adviser selects investments for the
Funds.

The investment objectives and policies of each Fund are summarized
below:

S&P 500 INDEX FUND: The investment objective of this Fund is to
provide investment results that parallel the price and yield
performance of publicly-traded common stocks in the aggregate.
The Fund uses the Standard & Poor's Composite Index of 500 Stocks
("the S&P Index") as its standard for performance comparison. The
Fund attempts to duplicate the performance of the S&P Index and
includes dividend income as a component of the Fund's total
return. The Fund is not managed by Standard & Poor's.

THE MONEY MARKET FUND: The investment objective of the Money
Market Fund is to obtain the highest level of current income which
is consistent with the preservation of capital and maintenance of
liquidity. The Fund invests primarily in high-quality, short-term
money market instruments. An investment in the Money Market Fund
is neither insured nor guaranteed by the U. S. Government.

BOND INDEX FUND: The investment objective of this Fund is to
provide a rate of return that reflects the performance of the
publicly-traded bond market as a whole. The Fund uses the Lehman
Brothers Government/Corporate Bond Index as its standard for
performance comparison.

MANAGED EQUITY FUND: The investment objective of this Fund is
long-term growth of capital, obtained by investing primarily in
common stocks. Securing moderate current income is a secondary
objective.

ASSET ALLOCATION FUND: The investment objective of this Fund is a
high rate of long-term total return composed of capital growth and
income payments. Preservation of capital is the secondary
objective and chief limit on investment risk. The Fund will
invest only in those types of securities that the other Capital
Company Funds may invest in. The Asset Allocation Fund invests in
a combination of common stocks, bonds, or money market instruments
in accordance with guidelines

established from time to time by Capital Company's Board of
Directors.

INTERNATIONAL INDEX FUND: The investment objective of this Fund is
to obtain investment results that parallel the price and yield
performance of publicly-traded common stocks in the Morgan Stanley
Capital International ("MSCI") Europe, Australia and Far East
Index ("EAFE").

MID-CAP EQUITY FUND: The investment objective of this Fund is
capital appreciation. It pursues this objective by investing
primarily in common stocks of United States-based, publicly traded
companies with medium market capitalizations falling within the
capitalization range of the S&P Mid-Cap 400 at the time of the
Fund's investment.

SMALL-CAP EQUITY FUND: The investment objective of this Fund is to
provide a rate of return that corresponds to the performance of
the common stock of small companies, while incurring a level of
risk that is generally equal to the risks associated with small
company common stock. The Fund attempts to duplicate the
performance of the smallest 20% of companies, based on
capitalization size, that are based in the United States and
listed on the New York Stock Exchange ("NYSE").

AMERICAN CENTURY VARIABLE PORTFOLIOS

American Century Variable Portfolios, Inc., a part of American Century
Investments, was organized as a Maryland corporation on June 4, 1987.
It is a diversified, open-end management investment company. Its
business and affairs are managed by its officers under the Direction of
its Board of Directors. American Century Investment Management, Inc.
serves as the investment manager of the fund.

The investment objective and policies of the Funds are summarized below:

INCOME & GROWTH FUND: The investment objective of this Fund is to
attain long-term growth of capital as well as current income. The
Fund pursues a total return and dividend yield that exceed those
of the S&P 500 by investing in stocks of companies with strong
dividend growth potential. Dividends are paid monthly.

INTERNATIONAL FUND: This Fund seeks capital growth over time by
investing in common stocks of foreign companies considered to have
better-than-average prospects for appreciation. Because the Fund
invests in foreign securities, a higher degree of short-term price
volatility, or risk, is expected due to factors such as currency
fluctuation and political instability.

VALUE FUND: This Fund is a core equity fund that seeks long-term
capital growth. Income is a secondary objective. To pursue its
objectives, the fund invests primarily in equity securities of
well-established companies that are believed by management to be
undervalued at the time of purchase. Please note that this is an
equity investment and, by nature, may fluctuate in value.

J.P. MORGAN SERIES TRUST II

J.P. Morgan Series Trust II is an open-end diversified management
investment company organized as a Delaware Business Trust. The Trust's
investment adviser is J.P. Morgan Investment Management, Inc., a
registered investment adviser and a wholly owned subsidiary of J.P.
Morgan & Co., Incorporated, a bank holding company organized under the
laws of Delaware.

The investment objective and policies of the Funds are summarized below:

BOND PORTFOLIO: This Fund seeks to provide a high total return
consistent with moderate risk of capital and maintenance of
liquidity. The Fund is designed for investors who seek a total
return over time that is higher than that generally available from
a portfolio of short-term obligations while acknowledging the
greater price fluctuation of longer-term instruments.

SMALL COMPANY PORTFOLIO: The investment objective of this Fund is
to provide high total return from a portfolio of equity securities
of small companies. The Fund invests at least 65% of the value of
its total assets in the common stock of small U.S. Companies
primarily with market capitalizations less than $1 billion. The
Fund is designed for investors who are willing to assume the
somewhat higher risk of investing in small companies in order to
seek a higher return over time than might be expected from a
portfolio of stocks of large companies.

VARIABLE INSURANCE PRODUCTS FUND

Variable Insurance Products Fund ("VIP") is an open-end, diversified
management investment company organized as a Massachusetts business
trust on November 13, 1981. Only the Funds described in this section of
the Prospectus are currently available

as investment choices for this Policy even though additional Funds may
be described in the prospectus for VIP. VIP shares are purchased by
insurance companies to fund benefits under variable insurance and
annuity policies. Fidelity Management & Research Company ("FMR") of
Boston, Massachusetts is the Funds' Manager.

The investment objectives and policies of each Fund are summarized
below:

EQUITY-INCOME PORTFOLIO: The investment objective of this Fund is
income, obtained by investing primarily in income-producing equity
securities. In choosing these securities, FMR will also consider
the potential for capital appreciation. The Fund's goal is to
achieve a yield which exceeds the composite yield on the
securities comprising the Standard & Poor's Composite Index of 500
Stocks.

GROWTH PORTFOLIO: The investment objective of this Fund is capital
appreciation. The Fund normally purchases common stocks, although
its investments are not restricted to any one type of security.
Capital appreciation may also be obtained from other types of
securities, including bonds and preferred stocks.

OVERSEAS PORTFOLIO: The investment objective of this Fund is long-
term growth of capital. The Fund invests primarily in foreign
securities. The Overseas Portfolio provides a means for investors
to diversify their own portfolios by participation in companies
and economies outside of the United States.

HIGH INCOME PORTFOLIO: The investment objective of this Fund is a
high level of current income. The Fund seeks to fulfill the
objective by investing primarily in high-yielding, lower-rated,
fixed-income securities, while also considering growth of capital.
Lower-rated securities, commonly referred to as "junk bonds,"
involve greater risk of default or price change than securities
assigned a higher quality rating.

VARIABLE INSURANCE PRODUCTS FUND II

Variable Insurance Products Fund II ("VIP II") is an open-end,
diversified management investment company organized as a Massachusetts
business trust on March 21, 1988. Only the Fund described in this
section of the Prospectus is currently available as an investment choice
for this Policy even though additional Funds may be described in the
prospectus for VIP II. VIP II shares are purchased by insurance
companies to fund benefits under variable insurance and annuity
policies. FMR is the Fund's manager.

The investment objective and policies of the Funds are summarized below:

ASSET MANAGER: The investment objective of this Fund is to seek a
high total return with reduced risk over the long-term by
allocating its assets among domestic and foreign stocks, bonds,
and short-term fixed income instruments.

VAN ECK WORLDWIDE INSURANCE TRUST

Van Eck Worldwide Insurance Trust ("Van Eck") is an open-end management
investment company organized as a Massachusetts business trust on
January 7, 1987. Only the Funds described in this section of the
Prospectus is currently available as an investment choice for this
Policy even though additional Funds may be described in the prospectus
for Van Eck. Shares of Van Eck are offered only to separate accounts of
various insurance companies to support benefits of variable insurance
and annuity policies. The assets of Van Eck are managed by Van Eck
Associates Corporation of New York, New York.

The investment objectives and policies of the Fund are summarized below:

WORLDWIDE HARD ASSETS FUND: The investment objective of the Fund
is to seek long-term capital appreciation by investing in equity
and debt securities of companies engaged in the exploration,
development, production, and distribution of one or more of the
following: (i) precious metals, (ii) ferrous and non-ferrous
metals, (iii) oil and gas, (iv) forest products, (v) real estate,
and (vi) other basic non-agricultural commodities (together, "Hard
Assets"). Current income is not an objective.

WORLDWIDE EMERGING MARKETS FUND: The investment objective of this
Fund is to obtain long-term capital appreciation by investing in
equity securities in emerging markets around the world. The Fund
emphasizes primarily investment in countries that, compared to the
world's major economies, exhibit relatively low gross national
product per capita, as well as the potential for rapid economic
growth.

ADDITION, DELETION, OR SUBSTITUTION OF INVESTMENTS

The Company reserves the right, subject to compliance with applicable
law, to make additions to, deletions from, or substitutions for the
shares that are held by the Separate

Account or that the Separate Account may purchase. The Company reserves
the right to eliminate the shares of any of the Funds and to substitute
shares of another Fund or of another registered open-end investment
company if the shares of a Fund are no longer available for investment
or if in its judgment further investment in any Fund becomes
inappropriate in view of the purposes of the Separate Account. The
Company will not substitute any shares attributable to an Owner's
interest in a Division of the Separate Account without notice to the
Owner and prior approval of the SEC, to the extent required by the 1940
Act or other applicable law. Nothing contained in this Prospectus shall
prevent the Separate Account from purchasing other securities for other
series or classes of policies, or from permitting a conversion between
series or classes of policies on the basis of requests made by Owners.

The Company also reserves the right to establish additional Divisions of
the Separate Account, each of which would invest in a new Fund with a
specified investment objective. New Divisions may be established when,
in the sole discretion of the Company, marketing needs or investment
conditions warrant. Any new Division will be made available to existing
Owners on a basis to be determined by the Company. To the extent
approved by the SEC, the Company may also eliminate or combine one or
more Divisions, substitute one Division for another Division, or
transfer assets between Divisions if, in its sole discretion, marketing,
tax, or investment conditions warrant.

In the event of a substitution or change, the Company may, if it
considers it necessary, make such changes in the Policy by appropriate
endorsement and offer conversion options required by law, if any. The
Company will notify all Owners of any such changes.

If deemed by the Company to be in the best interests of persons having
voting rights under the Policy, and to the extent any necessary SEC
approvals or Owner votes are obtained, the Separate Account may be: (a)
operated as a management company under the 1940 Act; (b) de-registered
under that Act in the event such registration is no longer required; or
(c) combined with other separate accounts of the Company. To the extent
permitted by applicable law, the Company may also transfer the assets of
the Separate Account associated with the Policy to another separate
account.

POLICY BENEFITS

DEATH BENEFIT

As long as the Policy remains in force (See Payment and Allocation of
Premiums - Premium Default and Reinstatement), the Company will, upon
receipt of proof of the Insured's death at its Home Office, pay the
policy proceeds in a lump sum. The amount of the death benefit payable
will be determined at the end of the Valuation Period during which the
Insured's death occurred. The policy proceeds will be paid to the
surviving Beneficiary or Beneficiaries specified in the application or
as subsequently changed.

AMOUNT OF DEATH BENEFIT. On the Issue Date, the death benefit is the
initial face amount of the Policy. After the Issue Date and prior to
the Insured reaching Attained Age 100, the death benefit is equal to the
Cash Value on the date of death multiplied by the applicable Attained
Age factor shown in the Policy. The factors in the Policy are exact for
Policy Anniversaries. For any other date, the factor is equal to that
amount of life insurance that $1.00 will purchase, such that after
crediting interest at the General Account guaranteed rate (4.0%) and
making monthly cost of insurance charges at the guaranteed rate, the
cash value at the Insured's Attained Age 100 is equal to that amount. A
list of sample Attained Age factors is shown in the Sample Attained Age
Factor Table below.

At Attained Age 100 and above, the death benefit is 101% of the Cash
Value.

<TABLE>
DEATH BENEFIT
SAMPLE ATTAINED AGE FACTOR TABLE
NON-SMOKER RATES

<CAPTION>
INSURED MALE LIVES FEMALE LIVES
ATTAINED AGE FACTOR FACTOR
<S> <C> <C>
35 4.3506 4.8808
40 3.6753 4.1270
45 3.1151 3.5063
50 2.6527 2.9913
55 2.2734 2.5643
60 1.9679 2.2100
65 1.7242 1.9138
70 1.5340 1.6757
75 1.3883 1.4831
80 1.2817 1.3388
85 1.2024 1.2320
90 1.1461 1.1570
95 1.0895 1.0910
</TABLE>

PAYMENT OF THE POLICY PROCEEDS. The policy proceeds will ordinarily be
paid in a lump sum within seven days after the Company receives all
documentation required for such a payment. Payment may, however, be
postponed in certain circumstances. (See General Matters - Postponement
of Payment from the Separate Account.) The death benefit will be
increased by any unpaid dividends determined prior to the Insured's
death, and will be reduced by accrued cost of insurance charges and
accrued mortality and expense risk and distribution charges from the
beginning of the Policy Month to the date of death, and by any
outstanding Indebtedness. (See General Matters - Additional Insurance
Benefits, Dividends, and Charges and Deductions.) The Company will pay
interest on the death benefit from the date of the Insured's death to
the date of payment. Interest will be at an annual rate determined by
the Company, but will never be less than the guaranteed rate of 4%.
Provisions for settlement of proceeds other than a lump sum payment may
only be made upon written agreement with the Company.

CASH VALUE

The Cash Value of the Policy is equal to the total of the amounts
credited to the Owner in the Separate Account, the Loan Account
(securing Policy Loans), and, in certain contracts, the General Account.
The Policy's Cash Value in the Separate Account will reflect the
investment performance of the chosen Divisions of the Separate Account
as measured by each Division's Net Investment Factor (defined below),
the frequency and amount of Net Premiums paid, transfers, loans and the
charges assessed in connection with the Policy. An Owner may at any
time surrender the Policy and receive the Policy's Cash Surrender Value.
(See Policy Rights - Surrender and Pro-Rata Surrender.) The Policy's
Cash Value in the Separate Account equals the sum of the Policy's Cash
Values in each Division. There is no guaranteed minimum Cash Value.

DETERMINATION OF CASH VALUE. For each Division of the Separate Account,
the Cash Value is determined on each Valuation Date. On the Investment
Start Date, the Cash Value in a Division will equal the portion of the
initial Net Premium allocated to the Division, reduced by the portion of
the monthly deduction(s) due from the Issue Date through the Investment
Start Date charged to the Division. (See Payment and Allocation of
Premiums.) Thereafter, on each Valuation Date, the Cash Value in a
Division of the Separate Account will equal:

(1) The Cash Value in the Division on the preceding Valuation
Date, multiplied by the Division's Net Investment Factor (defined
below) for the current Valuation Period; plus

(2) Any Net Premium payments received during the current
Valuation Period which are allocated to the Division; plus

(3) Any loan repayments allocated to the Division during the
current Valuation Period; plus

(4) Any amounts transferred to the Division from the General
Account or from another Division during the current Valuation
Period; plus

(5) That portion of the interest credited on outstanding loans
which is allocated to the Division during the current Valuation
Period; minus

(6) Any amounts transferred from the Division to the General
Account, Loan Account, or to another Division during the current
Valuation Period (including any transfer charges); minus

(7) Any withdrawal due to a Pro-Rata Surrender from the Division
during the current Valuation Period; minus

(8) If a Monthly Anniversary occurs during the current Valuation
Period, the portion of the monthly deduction, the mortality and
expense risk and the distribution charge allocated to the Division
during the current Valuation Period to cover the Policy Month
which ends immediately prior to that Valuation Period (See Charges
and Deductions.); plus

(9) If a Policy Anniversary occurs during the current Valuation
Period, the portion of the dividend paid, if any, allocated to the
Division.

NET INVESTMENT FACTOR: The Net Investment Factor measures the
investment performance of a Division during a Valuation Period. The Net
Investment Factor for each Division for a Valuation period is calculated
as follows:

(1) The value of the assets at the end of the preceding
Valuation Period; plus

(2) The investment income and capital gains, realized or
unrealized, credited to the assets in the Valuation Period for
which the Net Investment Factor is being determined; minus

(3) The capital losses, realized or unrealized, charged against
those assets during the Valuation Period; minus

(4) Any amount charged against each Division for taxes,
including any tax or other economic burden resulting from the
application of the tax laws determined by the Company to be
properly attributable to the Divisions of the Separate Account, or
any amount set aside during the Valuation Period as a reserve for
taxes attributable to the operation or maintenance of each
Division; divided by

(5) The value of the assets at the end of the preceding
Valuation Period.

POLICY RIGHTS

LOANS

LOAN PRIVILEGES. The Owner may, by written request to General American,
borrow an amount up to the Loan Value of the Policy, with the Policy
serving as sole security for such loan. A loan taken from, or secured
by, a Policy may have Federal income tax consequences. (See Federal Tax
Matters.)

The Loan Value is the Cash Value of the Policy on the date the loan
request is received, less interest to the next loan interest due date,
less anticipated monthly deductions to the next loan interest due date,
less any existing loan, plus interest expected to be earned on the loan
balance to the next loan interest due date. Policy Loan interest is
payable on each Policy Anniversary.

The minimum amount that may be borrowed is $500. The loan may be
completely or partially repaid at any time while the Insured is living.
Any amount due to an Owner under a Policy Loan ordinarily will be paid
within seven days after General American receives the loan request at
its Home Office, although payments may be postponed under certain
circumstances. (See General Matters - Postponement of Payments from the
Separate Account.)

When a Policy Loan is made, Cash Value equal to the amount of the loan
plus interest due will be transferred to the Loan Account as security
for the loan. A Loan Subaccount exists within the Loan Account for the
General Account and each Division of the Separate Account. Amounts
transferred to the Loan Account to secure Indebtedness are allocated to
the appropriate Loan Subaccount to reflect its origin. Unless the Owner
requests a different allocation, amounts will be transferred from the
Divisions of the Separate Account and the General Account in the same
proportion that the Policy's Cash Value in each Division and the General
Account, if any, bears to the Policy's total Cash Value, less the Cash
Value in the Loan Account, at the end of the Valuation Period during
which the request for a Policy Loan is received. This will reduce the
Policy's Cash Value in the General Account and Separate Account. These
transactions will not be considered transfers for purposes of the
limitations on transfers between Divisions or to or from the General
Account.

The Cash Value in the Loan Account on the Investment Start Date is zero.
On any other Valuation Date, the Cash Value in the Loan Account is:
* the Cash value in the Loan Account on the preceding Valuation
Date, with interest; plus
* any amount transferred to the Loan Account from the General
Account or from the Divisions of the Separate Account on that day;
plus
* any loan repayments on that day; plus
* if that day is a Policy Anniversary, an amount due to cover any
unpaid loan interest due.

Cash Value in the Loan Account is expected to earn interest at a rate
("the earnings rate") which is lower than the rate charged on the Policy
Loan ("the borrowing rate"). Cash Value in the Loan Account will accrue
interest daily at an annual earnings rate of 4%.

Interest credited on the Cash Value held in the Loan Account will be
allocated on Policy Anniversaries to the General Account and the
Divisions of the Separate Account in the same proportion that the Cash
Value in each Loan Subaccount bears to the Cash Value in the Loan
Account. The interest credited will also be transferred: (1) when a new
loan is made; (2) when a loan is partially or fully repaid; and (3) when
an amount is needed to meet a monthly deduction.

INTEREST CHARGED. The borrowing rate we charge for Policy Loan interest
will be based on the following schedule:

FOR LOANS ANNUAL
OUTSTANDING DURING INTEREST RATE
Policy Years 1-10 4.50%
Policy Years 11+ 4.25%

General American will inform the Owner of the current borrowing rate
when a Policy Loan is requested.

Policy Loan interest is due and payable annually on the earliest of:
* the next Policy Anniversary;

* the date of termination of the Policy;
* the date the loan is repaid in full; or
* the date the loan plus loan interest accrued exceeds the cash
value.

If the Owner does not pay the interest when it is due, the unpaid loan
interest will be added to the outstanding Indebtedness as of the due
date and will be charged interest at the same rate as the rest of the
Indebtedness. (See Effect of Policy Loans below.) The amount of Policy
Loan interest which is transferred to the Loan Account will be deducted
from the Divisions of the Separate Account and from the General Account
in the same proportion that the portion of the Cash Value in each
Division and in the General Account, respectively, bears to the total
Cash Value of the Policy minus the Cash Value in the Loan Account.

EFFECT OF POLICY LOANS. Whether or not a Policy Loan is repaid, it will
permanently affect the Cash Value and the amount of the death benefit.
The collateral for the loan (the amount held in the Loan Account) does
not participate in the performance of the Separate Account while the
loan is outstanding. If the Loan Account earnings rate is less than the
investment performance of the selected Division(s), the Cash Value and
the death benefit will be lower as a result of the Policy Loan.
Conversely, if the Loan Account earnings rate is higher than the
investment performance of the Division(s), the Cash Value and death
benefit may be higher.

In addition, if the Indebtedness (See Definitions) exceeds the Cash
Surrender Value on any Monthly Anniversary, the Policy will lapse. A
lapsed Policy, however, may later be reinstated subject to certain
limitations. (See Payment and Allocation of Premiums - Premium Default
and Reinstatement.)

Any outstanding Indebtedness will be deducted from the proceeds payable
upon the death of the Insured or the surrender of the Policy. Upon a
complete surrender or lapse of any Policy, if the amount received plus
the amount of outstanding Indebtedness exceeds the total investment in
the Policy, the excess will generally be treated as ordinary income
subject to tax. (See Federal Tax Matters.)

REPAYMENT OF INDEBTEDNESS. A Policy Loan may be repaid in whole or in
part at any time prior to the death of the Insured and as long as a
Policy is in force. When a loan repayment is made, an amount securing
the Indebtedness in the Loan Account equal to the loan repayment will be
transferred to the Divisions of the Separate Account and the General
Account in the same proportion that the Cash Value in each Loan
Subaccount bears to Cash Value in the Loan Account. Amounts paid while
a Policy Loan is outstanding will be treated as premiums unless the
Owner requests in writing that they be treated as repayment of
Indebtedness.

If you fail to make repayments when the total loan and loan interest due
would exceed the cash value, your policy will terminate. We will allow
you a grace period for such payment of loans and loan interest due.
If the loan and loan interest due at the end of the grace period still
exceed the cash value, the policy becomes void at the end of the grace
period. We will mail notice to your last known address, and that of any
assignee of record. This grace period will expire 62 days from the Monthly
Anniversary immediately before the date the total loan and loan interest
exceeds the cash value less any surrender charges, or 31 days after such
notice has been mailed, if later.

SURRENDER AND PRO-RATA SURRENDER

At any time during the lifetime of the Insured and while a Policy is in
force, the Owner may surrender the Policy by sending a written request
to the Company. The amount available for surrender is the Cash
Surrender Value at the end of the Valuation Period during which the
surrender request is received at the Company's Home Office. Amounts
payable from the Separate Account upon surrender or Pro-Rata Surrender
will ordinarily be paid within seven days of receipt of the written
request. (See General Matters - Postponement of Payments from the
Separate Account.)

SURRENDERS. To effect a surrender, either the Policy itself must be
returned to the Company along with the request, or the request must be
accompanied by a completed affidavit of loss, which is available from
the Company. Upon surrender, the Company will pay the Cash Surrender
Value plus any unpaid dividends determined prior to surrender (See
Dividends) to the Owner in a single sum. The Cash Surrender Value
equals the Cash Value on the date of surrender, less accrued cost of
insurance charges and accrued mortality and expense risk and distribution
charges from the beginning of the Policy Month to the date of surrender,
less any Indebtedness. The Company will determine the Cash Surrender
Value as of the date that an Owner's written request is received at the
Company's Home Office. If the request is received on a Monthly
Anniversary, the monthly deduction for any charges calculated and
accrued prior to the Monthly Anniversary will be made. Coverage under a
Policy will terminate as of the date of surrender. The Insured must be
living at the time of a surrender. A surrender may have Federal income
tax consequences. (See Federal Tax Matters.)

PRO-RATA SURRENDER. After the first Policy Year, an Owner can make a
Pro-Rata Surrender of the Policy. The Pro-Rata Surrender will reduce
the death benefit and the Cash Value by a percentage chosen by the
Owner. This percentage may be any whole number. A Pro-Rata Surrender
may have Federal income tax consequences. (See Federal Tax Matters.)
The percentage will be applied to the death benefit and the Cash Value
on the Monthly Anniversary on or following our receipt of the request.

The Owner may allocate the amount of decrease in Cash Value among the
Divisions of the Separate Account and the General Account. If no
allocation is specified, then the decrease in Cash Value will be
allocated among the Divisions of the Separate Account and the General
Account in the same proportion that the Policy's Cash Value in each
Division and the General Account bears to the total Cash Value of the
Policy, less the Cash Value in the Loan Account, on the date the request
for Pro-Rata Surrender is received.

A Pro-Rata Surrender will not be processed for less than $500 or if it
will reduce the Cash Value below $10,000. No Pro-Rata Surrender will be
processed for more Cash Surrender Value than is available on the date of
the Pro-Rata Surrender. A cash payment will be made to the Owner for
the amount of Cash Value reduction.

Pro-Rata Surrenders may affect the way in which the cost of insurance
charge is calculated and the amount of the pure insurance protection
afforded under the Policy. (See Monthly Deduction - Cost of Insurance.)

TRANSFERS

Under General American's current practices, a Policy's Cash Value,
except amounts credited to the Loan Account, may be transferred among
the Divisions of the Separate Account and for certain contracts, between
the General Account and the Divisions. Transfers to and from the
General Account are subject to restrictions (See The General Account).
Requests for transfers from or among Divisions of the Separate Account
may be made in writing or by telephone. Transfers from or among the
Divisions of the Separate Account must be in amounts of at least $500
or, if smaller, the Policy's Cash Value in a Division. The first twelve
requested transfers in a policy year will be allowed free of charge.
Thereafter, the Company will impose a charge of $25 for each requested
transfer. General American ordinarily will make transfers and determine
all values in connection with transfers as of the end of the Valuation
Period during which the transfer request is received.

All requests received on the same Valuation Date will be considered a
single transfer request. Each transfer must meet the minimum
requirement of $500 or the entire Cash Value in a Division, whichever is
smaller. Where a single transfer request calls for more than one
transfer, and not all of the transfers would meet the minimum
requirements, General American will make those transfers that do meet
the requirements. Transfers resulting from Policy Loans will not be
counted for purposes of the limitations on the amount or frequency of
transfers allowed in each Policy Month or Policy Year.

Although General American currently intends to continue to permit
transfers for the foreseeable future, the Policy provides that General
American may at any time revoke, modify, or limit the transfer
privilege, including the minimum amount transferable, the maximum
General Account allocation percent, and the frequency of such transfers.

RIGHT TO EXAMINE POLICY

The Owner may cancel a Policy within 20 days after receiving it (30 days
if the Owner is a resident of California and is age 60 or older) or
within 45 days after the application was signed, whichever is later. If
a Policy is canceled within this time period, it will be void from the
beginning. Where permitted, General American will refund the sum of:
1. the difference between the premiums paid and the net premiums
allocated to the Separate Account;
2. the cash values of the Divisions of the Separate Account; and
3. any charges deducted from the Cash Value.
In such cases, during the Right to Examine period we will invest your
Net Premiums in the Divisions of the Separate Account that the Owner has
selected.

In any jurisdiction in which we are required to refund the total
premiums paid, we will hold the Net Premium in the money market fund
until the end of the Right to Examine period. At the end of the Right
to Examine period, we will transfer the cash value to the Divisions of
the Separate Account that the Owner has selected.

To cancel the Policy, the Owner should mail or deliver the Policy to
either General American or the agent who sold it. A refund of premiums
paid by check may be delayed until the Owner's check has cleared the
bank upon which it was drawn. (See General Matters - Postponement of
Payments from the Separate Account.)

PAYMENT AND ALLOCATION OF PREMIUMS

ISSUANCE OF A POLICY

Individuals wishing to purchase a Policy must complete an application
and submit it to an authorized registered agent of General American or
to General American's Home Office. A Policy will generally be issued to
Insureds of Issue Ages 30 through 80 for all risk classes, and to
Insureds of Issue Ages 81 through 90 for non-smokers in the standard
risk class. General American may, in its sole discretion, issue
Policies to individuals falling outside of those Issue Ages. Acceptance
of an application is subject to General American's underwriting rules
and General American reserves the right to reject an application for any
reason.

The Issue Date is determined by General American in accordance with its
standard underwriting procedures for variable life insurance policies.
The Issue Date is used to determine Policy Anniversaries, Policy Years,
and Policy Months. Insurance coverages under a Policy will not take
effect until the Policy has been delivered and the initial premium has
been paid prior to the Insured's death and prior to any change in health
as shown in the application.

PREMIUMS

When applying for the Policy, you determine the amount of the premium
for the first Policy Year and succeeding Policy Years. The amount of
the premiums is shown in the Policy.

The first premium is due on the Issue Date, and may be paid to an
authorized registered agent of General American or to General American
at its Home Office. After the first Policy Year, premiums are payable
in the amount shown in the Policy for each Policy Year. After the first
Policy Year you may make each year's scheduled premium payment in a
lump sum or in installments at any time during the Policy Year.

If a Policy is in the intended Owner's possession but the initial
premium has not been paid, the Policy is not in force. The intended
Owner is deemed to have the Policy for inspection only.

PREMIUM LIMITATIONS. You must pay the scheduled premium for the first
Policy Year. You may not pay more than the amount of premium shown in
the Policy in any Policy Year. After the first Policy Year you may pay
less than the scheduled premium, but there are some important
restrictions as described below.

On each Policy Anniversary we will review the premiums paid into the
policy. If the total amount of premiums paid since the policy's issue
date has always been at least 80% of the total scheduled premiums since
the policy's issue date, then you may pay any amount of premium up to the
current scheduled amount. If, on the other hand, a premium remains
unpaid after the grace period, and the sum of the cumulative premiums
paid is less than 80% of the scheduled cumulative premiums, then future
annual premiums payable are limited to the lesser of:
1. the scheduled annual premium, or
2. the annual premium paid in the year in which the cumulative
premiums paid fell below 80% of the scheduled cumulative premium.
If you do not pay the lesser of these two amounts, no further premiums
are payable.

This limit will remain in force for all future years unless you reinstate
the policy as described below.

If your premium payments are eliminated as described above, your policy
will remain in force as long as the cash value is sufficient to pay the
charges and deductions described below. If your Cash Value is
insufficient to pay the charges and deductions, you will be allowed to pay
sufficient premium into the policy to cover the current charges and
deductions. If you do not make such premium payments, the Policy will
terminate without value.

ALLOCATION OF NET PREMIUMS AND CASH VALUE

ALLOCATION OF NET PREMIUMS. In the application for a Policy, the Owner
indicates how Net Premiums are to be allocated among the Divisions of
the Separate Account, to the General Account (if available), or both.
For each Division chosen, the minimum percentage that may be allocated
to a Division is 5% of the Net Premium, and fractional percentages may
not be used. Certain other restrictions apply to allocations made to
the General Account (see General Account). For policies issued with an
allowable percentage to the General Account of more than 5%, the minimum
percentage is 5%, and fractional percentages may not be used.

The allocation for future Net Premiums may be changed without charge at
any time by providing notice to the Company. Any change in allocation
will take effect immediately upon receipt by the Company of written
notice. No charge is imposed for changing the allocations of future
premiums. The initial allocation will be shown on the application which
is attached to the Policy. The Company may at any time modify the
maximum percentage of future Net Premiums that may be allocated to the
General Account.

Net Premiums will be allocated according to the allocation instructions
most recently received by the Company unless otherwise instructed for
that particular premium receipt.

<PAGE>
The Policy's Cash Value may also be transferred between Divisions of the
Separate Account, and, if the General Account is available under the
Policy, between those Divisions and the General Account. (See Policy
Rights - Transfers.)

The value of amounts allocated to Divisions of the Separate Account will
vary with the investment performance of the chosen Divisions and the
Owner

bears the entire investment risk. This will affect both the Policy's
Cash Value and the death benefit. Owners should periodically review
their allocations of Net Premiums and the Policy's Cash Value in light
of market conditions and their overall financial planning requirements.

PREMIUM DEFAULT AND REINSTATEMENT

PREMIUM DEFAULT. Your premium is in default if you do not pay it on or
before the last day of the Policy Year. We will allow a grace period
of 62 days for payment of each premium except the first. The grace period
begins on the last day of the Policy Year for which the premium payment
was due. If you pay a premium during the grace period, and if you have paid
less than the scheduled premium (or less than the restricted premium, if
applicable), we will treat the premium payment as having been made in the
prior Policy Year. If the sum of the premium paid during the grace period
and the premium already applied to the prior Policy Year exceed the amount
allowed for the prior Policy Year, then we will treat any excess as a
premium payment for the current Policy Year.

If your premium payments have been restricted because you have not paid
at least 80% of the scheduled premiums on a cumulative basis as
described under Premiums, you may apply to reinstate the premium payment
schedule as described below.

You may reinstate your premium payments within five years after the date
of default of a premium payment, provided that you have not surrendered
the policy and that:
1. you submit a written request for reinstatement;
2. you submit proof satisfactory to us that the Insured is
insurable by our standards;
3. you pay all overdue premiums with interest accumulated at 6%
per year, compounded annually to the date of reinstatement;
4. you pay or reinstate any policy loan (if the reinstated
policy has sufficient value) with interest at the applicable
rate; and
5. the Insured is alive on the date we approve the request for
reinstatement. If the insured is not alive, the approval is
void with no effect.

For purposes of reinstatement, the term "all overdue premiums" shown in
item 3 above means the greater of (a) the amount of the scheduled
premium for the current Policy Year, or (b) the amount of premium
required so that the total premiums paid since the Issue Date (without
interest) is equal to 80% of the cumulative scheduled premium.

The reinstated Policy will be in force from the date we approve the
reinstatement application. There will be a full monthly deduction for
the Policy Month which includes this date. (See Charges and Deductions
- - Monthly Deduction.) Any application for reinstatement becomes part of
the contract of reinstatement and of the Policy.

CHARGES AND DEDUCTIONS

Charges will be deducted in connection with the Policy to compensate the
Company for providing the insurance benefits set forth in the Policy and
any additional benefits added by rider, administering the Policies,
incurring expenses in distributing the Policies, and assuming certain
risks in connection with the Policy.

INITIAL POLICY CHARGE. The Company has responsibility for the
administration of the Policies and the Separate Account. For administrative
expenses related to the maintenance of each Policy and the Separate
Account, the Company assesses an initial Policy charge of $800. This
amount is deducted from the cash value as soon as we have issued the
Policy and you have made the first premium payment.

The Company may administer the Policy itself, or may purchase
administrative services from such sources (including affiliates) as may
be available. Such services will be acquired on a basis which, in the
Company's sole discretion, affords the best services at the lowest cost.
The Company reserves the right to select a company to provide services
which the Company deems, in its sole discretion, is the best able to
perform such services in a satisfactory manner even though the costs for
such services may be higher than would prevail elsewhere.

PREMIUM EXPENSE CHARGES

Prior to allocation of Net Premiums, premium payments will be reduced by
premium expense charges consisting a charge for premium taxes and a
charge for Federal taxes. The premium payment less the premium expense
charge equals the Net Premium.

PREMIUM TAX CHARGE. Various states or other governing jurisdictions and
their subdivisions impose a tax on premiums received by insurance
companies. Premium taxes vary by jurisdiction. We currently deduct
2.25% of each premium paid to cover the cost of these taxes. We may
adjust this charge if tax rates change, but it will not exceed the
amount shown on the specifications page of your Policy.

FEDERAL TAX CHARGE. This charge is designed to pass through the
equivalent of the federal tax consequences applicable to the policy.
The charge is currently 1.3% of premium paid, and is guaranteed

not to increase except to the extent of any increases in the federal
tax.

MONTHLY DEDUCTION

Charges will be deducted monthly from the Cash Value of each Policy
("the monthly deduction") to compensate the Company for the cost of
insurance; the cost of optional benefits added by rider, and the
mortality and expense risk and distribution expense assumed by the
Company. The monthly deduction will be taken on the Investment Start
Date and on each Monthly Anniversary. It will be allocated among the
General Account and each Division of the Separate Account in the same
proportion that a Policy's Cash Value in the General Account and the
Policy's Cash Value in each Division bear to the total Cash Value of the
Policy, less the Cash Value in the Loan Account, on the date the
deduction is taken. Because portions of the monthly deduction, such as
the cost of insurance, can vary from month to month, the monthly
deduction itself can vary in amount from month to month.

COST OF INSURANCE. The cost of insurance is deducted on each Monthly
Anniversary for the preceeding Policy Month. Because the cost of
insurance depends upon a number of variables, the cost will vary for
each Policy Month. The Company will determine the cost of insurance
charge by multiplying the applicable daily cost of insurance rate or
rates by the net amount at risk (defined below) for each day. For any
day which is a Valuation Date, the net amount at risk will be determined
as of the end of the Valuation Date. For any day which is not a
Valuation Date, the net amount at risk will be determined as of the end
of the preceding Valuation Date.

The cost of insurance rates are determined at the beginning of each
Policy Year. The rates will be based on the Attained Age, duration,
rate class, and sex of the Insured at issue. The cost of insurance
rates generally increase as the Insured's Attained Age increases. The
daily cost of insurance rate is equal to the annual cost of insurance
rate divided by 365.

The rate class of an Insured also will affect the cost of insurance
rate. The Company currently places Insureds into a preferred rate
class, a standard rate class, or into rate classes involving a higher
mortality risk.

Actual cost of insurance rates may change, and the rates will be
determined by the Company based on its expectations as to future
mortality experience. However, the actual cost of insurance rates will
not be greater than the guaranteed cost of insurance rates set forth in
the Policy. The guaranteed cost of insurance rates are equal to 100% of
the rates set forth in the male/female smoker/non-smoker 1980 CSO
Mortality Tables (1980 CSO Tables NA and SA and 1980 CSO Tables NG and
SG), for the age nearest birthday. Higher rates apply if the Insured is
determined to be in a substandard risk class.

In two otherwise identical Policies, an Insured in the preferred rate
class will have a lower cost of insurance than an Insured in a rate
class involving higher mortality risk. Each rate class is also divided
into two categories: smokers and nonsmokers. Nonsmoker Insureds will
generally incur a lower cost of insurance than similarly situated
Insureds who smoke.

The net amount at risk on any date is (a) the death benefit on that date
less (b) the Cash Value on that date.

ADDITIONAL INSURANCE BENEFITS. The monthly deduction will include
charges for any additional benefits provided by rider. (See General
Matters - Additional Insurance Benefits.)

TRANSACTION CHARGES. There are no transaction charges for processing
the first twelve transfers in a policy year. There is a charge of $25
for each transfer in excess of twelve.

ADJUSTMENT OF CHARGES. The Policy is available for purchase by
individuals, corporations, and other institutions. For certain
individuals and certain corporate or other group or sponsored
arrangements purchasing one or more Policies, General American may waive
or adjust the amount of any charges where the expenses associated with
the sale of the Policy or Policies or the underwriting or other
administrative costs associated with the Policy or Policies warrant an
adjustment.

Sales, underwriting, or other administrative expenses may be reduced for
reasons such as expected economies resulting from a corporate purchase
or a group or sponsored arrangement; from the amount of the initial
premium payment or payments; or from the amount of projected premium
payments. General American will determine in its discretion if, and in
what amount, an adjustment is appropriate. The Company may modify its
criteria for qualification for adjustment of charges as experience is
gained, subject to the limitation that such adjustments will not be
unfairly discriminatory against the interests of any Owner.

SEPARATE ACCOUNT CHARGES

MORTALITY AND EXPENSE RISK AND DISTRIBUTION CHARGE. General American
will deduct a daily charge determined as a percentage of the average net
assets of each Division of the Separate Account. We calculate and
accrue the mortality and expense risk and distribution charge daily, and
deduct it from the policy's cash value at the end of each policy month.
We guarantee that the charge will not exceed the following amounts,
shown on an annual percentage basis:

Total Separate Percentage of
Account Funds Net Assets
------------- ----------

First $500,000 2.25%
Next $1,000,000 2.00%
Next $1,000,000 1.75%
Next $1,000,000 1.65%
Next $1,000,000 1.55%
Next $1,000,000 1.45%
Next $1,000,000 1.35%
Over $6,500,000 1.25%

The mortality risk assumed by General American is that Insureds may die
sooner than anticipated and that therefore General American will pay an
aggregate amount of death benefits greater than anticipated. The
expense risk assumed is that expenses incurred in issuing and
administering the Policy will exceed the amounts realized from the
administrative charges assessed against the Policy. We may make a
profit from this charge. Any profit may be used to finance distribution
expenses.

FUND EXPENSES. The value of the net assets of the Separate Account will
reflect the investment advisory fee and other expenses incurred by the
underlying investment companies. A summary of the annual Fund operating
expenses for 1998 is provided on page 5 of this prospectus. See the
prospectuses for the respective Funds for a description of investment
advisory fees and other expenses.

TAXES. No charges are currently made to the Separate Account for
Federal, state, or local taxes that the Company incurs which may be
attributable to such Separate Account or to the Policy. The Company may
make such a charge for any such taxes or economic burden resulting from
the application of the tax laws that it determines to be properly
attributable to the Separate Account or to the Policy. (See Federal Tax
Matters.)

DIVIDENDS

The Policy is available in both a participating and a non-participating
version. However, we do not anticipate that the Policy will share in
the divisible surplus of the Company in the form of a dividend.

THE GENERAL ACCOUNT

Because of exemptive and exclusionary provisions, interests in the
General Account have not been registered under the Securities Act of
1933 and the General Account has not been registered as an investment
company under the 1940 Act. Accordingly, neither the General Account
nor any interests therein are subject to the provisions of these Acts
and, as a result, the staff of the SEC has not reviewed the disclosure
in this Prospectus relating to the General Account. The disclosure
regarding the General Account may, however, be subject to certain
generally applicable provisions of the Federal securities laws relating
to the accuracy and completeness of statements made in prospectuses.

GENERAL DESCRIPTION

The General Account consists of all assets owned by General American
other than those in the Separate Account and other separate accounts.
Subject to applicable law, General American has sole discretion over the
investment of the assets of the General Account.

At issue, General American will determine the maximum percentage of the
non-borrowed Cash Value that may be allocated, either initially or by
transfer, to the General Account. The ability to allocate Net Premiums
or to transfer Cash Value to the General Account may not be made
available, in the Company's discretion, under certain Policies.
Further, the option may be limited with respect to some Policies. The
Company may, from time to time, adjust the extent to which premiums or
Cash Value may be allocated to the General Account (the "maximum
allocation percentage"). Such adjustments may not be uniform as to all
Policies. General American may at any time modify the General Account
maximum allocation percent. Subject to this maximum, an Owner may elect
to allocate Net Premiums to the General Account, the Separate Account,
or both. Subject to this maximum, the Owner may also transfer Cash
Value from the Divisions of the Separate Account to the General Account,
or from the General Account to the Divisions of the Separate Account.
The allocation of Net Premiums or the transfer of Cash Value to the
General Account does not entitle an Owner to share in the investment
experience of the General Account. Instead, General American guarantees
that Cash Value allocated to the General Account will accrue interest at
a rate of at least 4%, compounded annually, independent of the actual
investment experience of the General Account.

The Loan Account is part of the General Account.

THE POLICY

This Prospectus describes a variable life insurance policy. This
Prospectus is generally intended to serve as a disclosure document only
for the aspects of the Policy relating to the Separate Account. For
complete details regarding the General Account, see the Policy itself.

GENERAL ACCOUNT BENEFITS

If the Owner allocates all Net Premiums only to the General Account, has
no additional insurance benefits, and makes no transfers, Pro-Rata
Surrenders, or Policy Loans, the entire investment risk will be borne by
General American, and General American guarantees that it will pay at
least a minimum specified death benefit provided the scheduled premiums
are paid.

GENERAL ACCOUNT CASH VALUE

Net Premiums allocated to the General Account are credited to the Cash
Value. General American bears the full investment risk for these
amounts and guarantees that interest will be credited to each Owner's
Cash Value in the General Account at a rate of no less than 4% per year,
compounded annually. General American may, at its sole discretion,
credit a higher rate of interest, although it is not obligated to credit
interest in excess of 4% per year, and might not do so. Any interest
credited on the Policy's Cash Value in the General Account in excess of
the guaranteed minimum rate of 4% per year will be determined in the
sole discretion of General American. The Policy Owner assumes the risk
that interest credited may not exceed the guaranteed minimum rate of 4%
per year. If excess interest is credited, a different rate of interest
may be applied to the Cash Value in the Loan Account. The Cash Value in
the General Account will be calculated on each Monthly Anniversary of
the Policy.

The Cash Value of the General Account as of the Investment Start Date is
equal to:
* the portion of the initial net premium received and allocated to
the General Account, minus
* the portion of the monthly deductions due from the Issue Date
through the Investment Start Date charged to the General Account.

Subject to the maximum limit described below, General American
guarantees that, on each Valuation Date, the Cash Value in the General
Account will be:
* the amount of the Net Premiums allocated or Cash Value transferred
to the General Account, plus
* interest at the rate of 4% per year, plus
* any excess interest which General American credits and any amounts
transferred into the General Account, less
* the sum of all Policy charges allocable to the General Account and
any amounts deducted from the General Account in connection with
Pro-Rata Surrenders or transfers to the Separate Account.

The General Account Value immediately after any transfer into the
General Account cannot exceed:
* the General Account Cash Value plus the Separate Account Cash
Value, multiplied by
* the General Account Maximum Allocation Percent as shown on the
Policy specifications page.

TRANSFERS, SURRENDERS AND POLICY LOANS

After the first Policy Year, a portion of Cash Value may be transferred
from the General Account to the Separate Account. Any transfer must be
at least $500, or the Policy's entire Cash Value in the General Account
if less than $500. The total amount of transfers in a Policy Year may
not exceed a Maximum Amount equal to the greater of (a) the Cash
Surrender Value in the General Account at the beginning of the Policy
Year, multiplied by the General Account Maximum Transfer Percent Limit,
as shown on the Policy's specifications page, or (b) the previous Policy
Year's Maximum Amount (not to exceed the total Cash Surrender Value of
the Policy).

Transfers to the General Account are limited by the maximum allocation
percentage (described above) in effect for a Policy at the time a
transfer request is made.

Policy Loans may also be made from the Policy's Cash Value in the
General Account.

Loans from the General Account may have Federal income tax consequences.
(See Federal Tax Matters.)

There is no transaction charge for the first twelve requested transfers
in a Policy Year. General American will impose a charge of $25 for each
requested transfer in excess of twelve in a Policy Year. General
American may revoke or modify the privilege of transferring amounts to
or from the General Account at any time.

Transfers, surrenders and Pro-Rata Surrenders payable from the General
Account and the payment of Policy Loans allocated to the General Account

may, subject to certain limitations, be delayed for up to six months.
However, if payment is deferred for 30 days or more, General American
will pay interest at the rate of 2.5% per year for the period of the
deferment. Amounts from the General Account used to pay premiums on
policies with General American will not be delayed.

GENERAL MATTERS

POSTPONEMENT OF PAYMENTS FROM THE SEPARATE ACCOUNT

The Company usually pays amounts payable on Pro-Rata Surrender,
surrender or Policy Loan allocated to the Separate Account Divisions
within seven days after written notice is received. Payment of any
amount payable from the Divisions of the Separate Account upon
surrender, Pro-Rata Surrender, or death of Insured, as well as payments
of a Policy Loan and transfers, may be postponed whenever: (1) the New
York Stock Exchange is closed other than customary weekend and holiday
closings, or trading on the New York Stock Exchange is restricted as
determined by the SEC; (2) the SEC by order permits postponement for the
protection of Owners; or (3) an emergency exists, as determined by the
SEC, as a result of which disposal of securities is not reasonably
practicable or it is not reasonably practicable to determine the value
of the Separate Account's net assets. The Company may defer payment of
the portion of any Policy Loan from the General Account for not more
than six months.

Payments under the Policy of any amounts derived from premiums paid by
check may be delayed until the Owner's check has cleared the bank upon
which it was drawn.

THE CONTRACT

The Policy, the attached application, any riders, endorsements, and any
application for reinstatement constitute the entire contract. All
statements made by the Insured in the application and any supplemental
applications can be used to contest a claim or the validity of the
Policy. Any change to the Policy must be in writing and approved by the
President, a Vice President, or the Secretary of the Company. No agent
has the authority to alter or modify any of the terms, conditions, or
agreements of the Policy or to waive any of its provisions.

CONTROL OF POLICY

The Insured is the Owner of the Policy unless another person or entity
is shown as the Owner in the application. Ownership may be changed,
however, as described below. The Owner is entitled to all rights
provided by the Policy. Any person whose rights of ownership depend
upon some future event does not possess any present rights of ownership.
If there is more than one Owner at a given time, all Owners must
exercise the rights of ownership by joint action. If the Owner dies,
and the Owner is not the Insured, the Owner's interest in the Policy
becomes the property of his or her estate unless otherwise provided.
Unless otherwise provided, the Policy is jointly owned by all Owners
named in the Policy or by the survivors of those joint Owners. Unless
otherwise stated in the Policy, the final Owner is the estate of the
last joint Owner to die. The Company may rely on the written request of
any trustee of a trust which is the Owner of the Policy, and the Company
is not responsible for the proper administration of any such trust.

BENEFICIARY

The Beneficiary is the person or persons specified in the application or
by later designation. Unless otherwise stated in the Policy, the
Beneficiary has no rights in a Policy before the death of the Insured.
If there is more than one Beneficiary at the death of the Insured, each
Beneficiary will receive equal payments unless otherwise provided by the
Owner. If no Beneficiary is living at the death of the Insured, the
proceeds will be payable to the Owner or, if the Owner is not living, to
the Owner's estate.

The Company permits the designation of various types of trusts as
Beneficiary, including trusts for minor beneficiaries, trusts under a
will, and trusts under a separate written agreement. An Owner is also
permitted to designate several types of beneficiaries, including
business beneficiaries.

CHANGE OF OWNER OR BENEFICIARY

The Owner may change the ownership and/or Beneficiary designation by
written request in a form acceptable to the Company at any time during
the Insured's lifetime subject to any restrictions stated in the Policy
and this Prospectus. The Company may require that the Policy be
returned for endorsement of any change. If acceptable to us, the change
will take effect as of the date the request is signed, whether or not
the Insured is living when the request is received at the Company's Home
Office. The Company is not liable for any payment made or action taken
before the Company received the written request for change. If the
Owner is also a Beneficiary of the Policy at the time of the Insured's
death, the Owner may, within sixty days of the Insured's death,
designate another person to receive the Policy proceeds. Any change

will be subject to any assignment of the Policy or any other legal
restrictions.

POLICY CHANGES

The Company reserves the right to limit the number of changes to a
Policy to one per Policy Year and to restrict changes in the first
Policy Year. Currently, only one change is permitted during any Policy
Year and no change may be made during the first Policy Year. No change
will be permitted, if as a result, the Policy would fail to satisfy the
definition of life insurance in Section 7702 of the Internal Revenue
Code or any applicable successor provision.

CONFORMITY WITH STATUTES

If any provision in a Policy is in conflict with the laws of the state
governing the Policy, the provision will be deemed to be amended to
conform to such laws. In addition, the Company reserves the right to
change the Policy if it determines that a change is necessary to cause
this Policy to comply with, or give the Owner the benefit of any Federal
or state statute, rule, or regulation, including, but not limited to,
requirements of the Internal Revenue Code, or its regulations or
published rulings.

CLAIMS OF CREDITORS

To the extent permitted by law, neither the Policy nor any payment under
it will be subject to the claims of creditors or to any legal process.

INCONTESTABILITY

The Policy is incontestable after it has been in force for two years
from the Issue Date during the lifetime of the Insured. Any
reinstatement of a Policy is incontestable only after it has been in
force during the lifetime of the Insured for two years after the
effective date of the reinstatement.

ASSIGNMENT

The Company will be bound by an assignment of a Policy only if: (a) the
assignment is in writing; (b) the original assignment instrument or a
certified copy thereof is filed with the Company at its Home Office; and
(c) the Company returns an acknowledged copy of the assignment
instrument to the Owner. The Company is not responsible for determining
the validity of any assignment. Payment of Policy proceeds is subject
to the rights of any assignee of record. If a claim is based on an
assignment, the Company may require proof of the interest of the
claimant. A valid assignment will take precedence over the claim of any
Beneficiary.

SUICIDE

Suicide within two years of the Issue Date is not covered by the Policy.
If the Insured dies by suicide, while sane or insane, within two years
from the Issue Date (or within the maximum period permitted by the laws
of the state in which the Policy was delivered, if less than two years),
the amount payable will be limited to premiums paid, less any Pro-Rata
Surrenders and outstanding Indebtedness.

If the Insured is a Missouri citizen when the Policy is issued, this
provision does not apply on the Issue Date of the Policy, unless the
Insured intended suicide when the Policy was applied for.

CONVERSION RIGHTS

While your Policy is in force, you have a one-time right during the
first two Policy Years to transfer all of your Cash Value from the
Divisions of the Separate Account to the General Account.

If at any time during the first two Policy Years, you request in writing
the transfer of the Cash Value held in the Divisions of the Separate
Account to the General Account, and you indicate that you are making
this transfer in exercise of your conversion rights, the transfer will
not be subject to a transfer charge or transfer limits, if any. At the
time of such transfer, there will not be any effect on the Policy's
death benefit, face amount, net amount at risk, rate class, or Issue
Age.

If you exercise your one-time conversion right, we will automatically
allocate all future net premiums to the General Account. Transfers to
the Divisions of the Separate Account will not be permitted after
exercise of the conversion right.

MISSTATEMENT OF AGE OR SEX AND CORRECTIONS

If the age or sex (except in unisex Policies, see Unisex Requirements
Under Montana Law) of the Insured has been misstated in the application,
the amount of the death benefit will be that which the most recent cost
of insurance charge would have purchased for the correct age and sex.

Any payment or Policy changes made by the Company in good faith, relying
on its records or evidence supplied with respect to such payment, will
fully discharge the Company's duty. The Company reserves the right to
correct any errors in the Policy.

25
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ADDITIONAL INSURANCE BENEFITS

Subject to the Company's approval, the owner may obtain additional
insurance coverage in the form of a term rider. The cost of any
additional insurance coverage will be taken as part of the monthly
deduction from the Policy's Cash Value. (See Charges and Deductions -
Monthly Deduction).

TERM RIDER. The term rider provides level term insurance coverage on
the life of the Insured under the base policy. The rider can be added
only at issue. It cannot be increased or added to an existing Policy.
Certain restrictions may apply and are described in the rider. An
insurance agent authorized to sell the Policy can describe these extra
benefits further. Samples of the provisions are available from General
American upon written request.

RECORDS AND REPORTS

The Company will maintain all records relating to the Separate Account
and will mail to the Owner once each Policy Year, at the last known
address of record, a report which shows the current Policy values,
premiums paid, deductions made since the last report, and any
outstanding Policy Loans. The Owner will also be sent a periodic report
for each Fund. Receipt of premium payments, transfers, Pro-Rata
Surrenders, Policy Loans, loan repayments, surrenders and reinstatements
will be confirmed promptly following each transaction.

DISTRIBUTION OF THE POLICIES

The Policy will be sold by individuals who, in addition to being
licensed as life insurance agents for the Company, are also registered
representatives of Walnut Street Securities, Inc. ("Walnut Street"),
the principal underwriter of the Policy, or of broker-dealers who have
entered into written sales agreements with Walnut Street. Walnut Street
was incorporated under the laws of Missouri in 1984 and is a wholly-
owned subsidiary of General American Holding Company, which is, in turn,
a wholly-owned subsidiary of the Company. Walnut Street is registered
with the SEC under the Securities Exchange Act of 1934 as a broker-
dealer and is a member of the National Association of Securities
Dealers, Inc. No director or officer of Walnut Street owns any units in
the Separate Account.

Writing agents will receive compensation for sales of the Policy. There
is no commission on premiums paid. A service fee, determined as a
percentage of the Policy's Cash Value (excluding amounts in the Loan
Account), ranges from 1.10% of the first $500,000 to 0.375% of amounts
in excess of $6,500,000. Reductions may be possible under the
circumstances outlined in the section entitled Adjustment of Charges.
General Agents receive compensation which is also determined as a
percentage of the Cash Value (excluding amounts in the Loan Account).

As principal underwriter for the Policies, Walnut Street receives
commission income. Walnut Street receives an administrative fee from
sales of the Policies.

General American may use other distribution channels to sell the non-
participating version of the Policy.

FEDERAL TAX MATTERS

INTRODUCTION

The following summary provides a general description of the Federal
income tax considerations associated with the Policy and does not
purport to be complete or to cover all situations. This discussion is
not intended as tax advice. Counsel or other competent tax Advisors
should be consulted for more complete information. This discussion is
based upon General American's understanding of the present Federal
income tax laws as they are currently interpreted by the Internal
Revenue Service. No representation is made as to the likelihood of
continuation of the present Federal income tax laws or of the current
interpretations by the Internal Revenue Service.

TAX STATUS OF THE POLICY

Section 7702 of the Internal Revenue Code of 1986, as amended (the
"Code") includes a definition of a life insurance contract for Federal
tax purposes. The Secretary of the Treasury (the "Treasury") issued
proposed regulations which specify what will be considered reasonable
mortality charges under Section 7702. Guidance as to how Section 7702
is to be applied is, however, limited. If a Policy were determined not
to be a life insurance contract for purposes of Section 7702, such
Policy would not provide most of the tax advantages normally provided by
a life insurance policy.

With respect to a Policy issued on a basis of a standard premium class
or on a guaranteed or simplified issue basis, while there is some
uncertainty due to the limited guidance under Section 7702, the Company
believes that such a Policy should meet the Section 7702 definition of a
life insurance contract. However, with respect to a Policy issued on a
substandard basis (i.e., a premium class involving

higher than standard mortality risk), it is not clear whether such a
Policy would satisfy Section 7702, particularly if the Owner pays the
full amount of premiums permitted under the Policy.

If it is subsequently determined that a Policy does not satisfy Section
7702, the Company will take whatever steps are appropriate and necessary
to attempt to cause such a Policy to comply with Section 7702, including
possibly refunding any premiums paid that exceed the limitations
allowable under Section 7702 (together with interest or other earnings
on any such premiums refunded as required by law). For these reasons,
the Company reserves the right to modify the Policy as necessary to
attempt to qualify it as a life insurance contract under Section 7702.

Section 817(h) of the Code authorizes the Treasury to set standards by
regulation or otherwise for the investments of the Separate Account to
be "adequately diversified" in order for the Policy to be treated as a
life insurance contract for Federal tax purposes. The Separate Account,
intends to comply with the diversification requirements prescribed by
the Treasury in Regulation Section 1.817-5, which affect how assets may
be invested. Although General American does not control the Funds, it
has entered into agreements, which require these investment companies to
be operated in compliance with the requirements prescribed by the
Treasury.

The IRS has stated in published rulings that a variable contract owner
will be considered the owner of separate account assets, for federal
income tax purposes, if the contract owner possesses incidents of
ownership in those assets, such as the ability to exercise investment
control over the assets. If that were to be determined to be the case,
income and gains from the separate account assets would be includible in
the variable contract owner's gross income. The Treasury Department has
also announced, in connection with the issuance of regulations
concerning diversification, that those regulations "do not provide
guidance concerning the circumstances in which investor control of the
investments of a segregated asset account may cause the investor (i.e.,
the Owner), rather than the insurance company, to be treated as the
owner of the assets in the account." This announcement also stated that
guidance would be issued by way of regulations or rulings on the "extent
to which policyholders may direct their investments to particular
subaccounts without being treated as owners of the underlying assets."

The ownership rights under the Policy are different in certain respects
from those described by the IRS in rulings in which it was determined
that policy owners were not owners of separate account assets. For
example, the Owner has additional flexibility in allocating Premium
payments and Policy Values. These differences could result in an Owner
being treated as the owner of a pro rata portion of the assets of the
Separate Account. In addition, the Company does not know what standards
will be set forth, if any, in the regulations or rulings which the
Treasury Department has stated it expects to issue. The Company
therefore reserves the right to modify the Policy as necessary to
attempt to prevent an Owner from being considered the owner of a pro
rata share of the assets of the Separate Account.

The following discussion assumes that the Policy will qualify as a life
insurance contract for Federal income tax purposes.

l. TAX TREATMENT OF POLICY BENEFITS. In general, the Company
believes that the proceeds and Cash Value increases of a Policy should
be treated in a manner consistent with a fixed-benefit life insurance
policy for Federal income tax purposes. Thus, the death benefit under
the Policy should be excludable from the gross income of the Beneficiary
under Section 101(a)(1) of the Code, unless a transfer for value
(generally a sale of the policy) has occurred.

Many changes or transactions involving a Policy may have tax
consequences, depending on the circumstances. Such changes include, but
are not limited to, the exchange of the Policy, a change of the Policy's
Face Amount, a Policy Loan, an additional premium payment, a Policy
lapse with an outstanding Policy Loan, or a surrender of the Policy. In
addition, Federal estate and state and local estate, inheritance, and
other tax consequences of ownership or receipt of Policy proceeds depend
upon the circumstances of each Owner or Beneficiary. A competent tax
adviser should be consulted for further information.

A Policy may also be used in various arrangements, including non-
qualified deferred compensation or salary continuation plans, split
dollar insurance plans, executive bonus plans, retiree medical benefit
plans and others. The tax consequences of such plans may vary depending
on the particular facts and circumstances of each individual
arrangement. Therefore, if you are contemplating the use of a Policy in
any arrangement the value of which depends in part on its tax
consequences, you should be sure to consult a qualified tax adviser
regarding the tax attributes of the particular arrangement.

Generally, the Owner will not be deemed to be in constructive receipt of
the Policy's Cash Value, including increments thereof, under the Policy
until there is a distribution. The tax consequences of

distributions from, and Policy Loans taken from or secured by, a Policy
depend upon whether the Policy is classified as a "modified endowment
contract". However, upon a complete surrender or lapse of any Policy,
if the amount received plus the amount of outstanding Indebtedness
exceeds the total investment in the Policy, the excess will generally be
treated as ordinary income subject to tax.

2. MODIFIED ENDOWMENT CONTRACTS. A policy may be treated as a
modified endowment contract depending upon the amount of premiums paid
in relation to the death benefit provided under such Policy. The
premium limitation rules for determining whether a Policy is a modified
endowment contract are extremely complex. In general, however, a Policy
will be a modified endowment contract if the accumulated premiums paid
at any time during the first seven Policy Years exceed the sum of the
net level premiums which would have been paid on or before such time if
the Policy provided for paid-up future benefits after the payment of
seven level annual premiums.

In addition, if a Policy is "materially changed" it may cause such
Policy to be treated as a modified endowment contract. The material
change rules for determining whether a Policy is a modified endowment
contract are also extremely complex. In general, however, the
determination of whether a Policy will be a modified endowment contract
after a material change generally depends upon the relationship among
the death benefit at the time of such change, the Cash Value at the time
of the change and the additional premiums paid in the seven Policy Years
starting with the date on which the material change occurs.

Moreover, a life insurance contract received in exchange for a life
insurance contract classified as a modified endowment contract will also
be treated as a modified endowment contract. A reduction in a Policy's
benefits may also cause such Policy to become a modified endowment
contract.

Accordingly, a prospective Owner should contact a competent tax adviser
before purchasing a Policy to determine the circumstances under which
the Policy would be a modified endowment contract. In addition, an
Owner should contact a competent tax adviser before paying any
additional premiums or making any other change to, including an exchange
of, a Policy to determine whether such premium or change would cause the
Policy (or the new Policy in the case of an exchange) to be treated as a
modified endowment contract.

3. DISTRIBUTIONS FROM POLICIES CLASSIFIED AS MODIFIED ENDOWMENT
CONTRACT. Policies classified as modified endowment contracts will be
subject to the following tax rules: First, all distributions, including
distributions upon surrender, from such a Policy are treated as ordinary
income subject to tax up to the amount equal to the excess (if any) of
the Cash Value immediately before the distribution over the investment
in the Policy (described below) at such time. Second, Policy Loans
taken from, or secured by, such a Policy, as well as due but unpaid
interest thereon, are treated as distributions from such a Policy and
taxed accordingly. Third, a 10 percent additional income tax is imposed
on the portion of any distribution from, or Policy Loan taken from or
secured by, such a Policy that (a) is included in income, except where
the distribution or Policy Loan is made on or after the Owner attains
age 59 1/2, (b) is attributable to the Owner's becoming disabled, or (c)
is part of a series of substantially equal periodic payments for the
life (or life expectancy) of the Owner or the joint lives (or joint life
expectancies) of the Owner and the Owner's Beneficiary.

4. DISTRIBUTIONS FROM POLICIES NOT CLASSIFIED AS MODIFIED ENDOWMENT
CONTRACT. Distributions from Policies not classified as a modified
endowment contracts are generally treated as first recovering the
investment in the Policy (described below) and then, only after the
return of all such investment in the Policy, as distributing taxable
income. An exception to this general rule occurs in the case of a
decrease in the Policy's death benefit (possibly including a partial
withdrawal) or any other change that reduces benefits under the Policy
in the first 15 years after the Policy is issued and that results in
cash distribution to the Owner in order for the Policy to continue
complying with the Section 7702 definitional limits. Such a cash
distribution will be taxed in whole or in part as ordinary income (to
the extent of any gain in the Policy) under rules prescribed in Section
7702.

Policy Loans from, or secured by, a Policy that is not a modified
endowment contract are not treated as distributions. Instead, such
loans are treated as indebtedness of the Owner.

Upon a complete surrender or lapse of a Policy that is not a modified
endowment contract, if the amount received plus the amount of
indebtedness exceeds the total investment in the Policy, the excess will
generally be treated as ordinary income subject to tax.

Neither distributions (including distributions upon surrender or lapse)
nor Policy Loans from, or secured by, a Policy that is not a modified
endowment contract are subject to the 10 percent additional income tax.

If a Policy which is not a modified endowment contract subsequently
becomes a modified endowment contract, then any distribution made from
the Policy within two years prior to the date of such change in status
may become taxable.

5. POLICY LOAN INTEREST. Generally, interest paid on any loan under
a life insurance Policy owned by an individual is not deductible. In
addition, interest on any loan under a life insurance Policy owned by a
business taxpayer on the life of any individual who is an officer of or
is financially interested in the business carried on by that taxpayer is
deductible only under certain very limited circumstances. AN OWNER
SHOULD CONSULT A COMPETENT TAX ADVISER BEFORE DEDUCTING ANY LOAN
INTEREST.

6. INTEREST EXPENSE ON UNRELATED INDEBTEDNESS. Under provisions
added to the Code in 1997 for policies issued after June 8, 1997, if a
business taxpayer owns or is the beneficiary of a Policy on the life of
any individual who is not an officer, director, employee, or 20 percent
owner of the business, and the taxpayer also has debt unrelated to the
Policy, a portion of the taxpayer's unrelated interest expense
deductions may be lost. No business taxpayer should purchase, exchange,
or increase the death benefit under a Policy on the life of any
individual who is not an officer, director, employee, or 20 percent
owner of the business without first consulting a competent tax Advisor.

7. INVESTMENT IN THE POLICY. Investment in the Policy means (i) the
aggregate amount of any premiums or other consideration paid for a
Policy, minus (ii) the aggregate amount received under the Policy which
is excluded from gross income of the Owner (except that the amount of
any Policy Loan from, or secured by, a Policy that is a modified
endowment contract, to the extent such amount is excluded from gross
income, will be disregarded), plus (iii) the amount of any Policy Loan
from, or secured by, a Policy that is a modified endowment contract to
the extent that such amount is included in the gross income of the
Owner.

8. MULTIPLE POLICIES. All modified endowment contracts that are
issued by the Company (or its affiliates) to the same Owner during any
calendar year are treated as one modified endowment contract for
purposes of determining the amount includible in gross income under
Section 72(e) of the Code.

9. POSSIBLE CHARGE FOR TAXES. At the present time, the Company makes
no charge to the Separate Account for any Federal, state, or local taxes
(as opposed to Premium Tax Charges which are deducted from premium
payments) that it incurs which may be attributable to such Separate
Account or to the Policies. The Company, however, reserves the right in
the future to make a charge for any such tax or other economic burden
resulting from the application of the tax laws that it determines to be
properly attributable to the Separate Account or to the Policies.

UNISEX REQUIREMENTS UNDER MONTANA LAW

The State of Montana generally prohibits the use of actuarial tables
that distinguish between men and women in determining premiums and
Policy benefits for policies issued on the lives of their residents.
Therefore, all Policies offered by this Prospectus to insure residents
of Montana will have premiums and benefits which are based on actuarial
tables that do not differentiate on the basis of sex.

SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS

General American holds the assets of the Separate Account in a custodial
account in its name at the Bank of New York. The Company maintains
records of all purchases and redemption of applicable Fund shares by
each of the Divisions. Additional protection for the assets of the
Separate Account is afforded by a blanket fidelity bond issued by
Lloyd's Underwriters in the amount of five million dollars, covering all
officers and employees of the Company who have access to the assets of
the Separate Account.

VOTING RIGHTS

Based on its understanding of current applicable legal requirements, the
Company will vote the shares of the Funds held in the Separate Account
at regular and special shareholder meetings of the mutual funds in
accordance with the instructions received from persons having voting
interests in the corresponding Divisions of the Separate Account. If,
however, the 1940 Act or any regulation thereunder should be amended or
if the present interpretation thereof should change, and as a result the
Company determines that it is permitted to vote shares of the Fund in
its own right, it may elect to do so. No voting privileges apply to the
Policies with respect to Cash Value removed from the Separate Account as
a result of a Policy Loan.

The number of votes which an Owner has the right to instruct will be
calculated separately for each Division. Voting rights reflect the
dollar value of the total number of units of each Division of the
Separate

Account credited to the Owner at the record date, rather than the number
of units alone. Fractional shares will be counted. The number of votes
of the Fund which the Owner has the right to instruct will be determined
as of the date coincident with the date established by that Fund for
determining shareholders eligible. Voting instructions will be
solicited by written communications prior to such meeting in accordance
with procedures established by the mutual funds.

The company will vote shares of a Fund for which no timely instructions
are received in proportion to the voting instructions which are received
with respect to that Fund. The Company will also vote any shares of the
Funds which are not attributable to Policies in the same proportion.

Each person having a voting interest in a Division will receive any
proxy material, reports, and other materials relating to the appropriate
Fund.

DISREGARD OF VOTING INSTRUCTIONS. The Company may, when required by
state insurance regulatory authorities, disregard voting instructions if
the instructions require that the shares be voted so as to cause a
change in the subclassification or investment objective of the Fund or
to approve or disapprove an investment Advisory contract for a Fund. In
addition, the Company itself may disregard voting instructions in favor
of changes initiated by an Owner in the investment policy or the
investment adviser or sub-adviser of a Fund if the Company reasonably
disapproves of such changes. A proposed change would be disapproved
only if the proposed change is contrary to state law or prohibited by
state regulatory authorities, or the Company determined that the change
would have an adverse effect on its General Account in that the proposed
investment policy for a Fund may result in overly speculative or unsound
investments. If the Company disregards voting instructions, a summary
of that action and the reasons for such action will be included in the
next annual report to Owners.

STATE REGULATION OF THE COMPANY

General American, a life insurance company organized under the laws of
Missouri, and the Separate Account are subject to regulation by the
Missouri Department of Insurance. An annual statement is filed with the
Director of Insurance on or before March 1st of each year covering the
operations and reporting on the financial condition of the Company as of
December 31 of the preceding year. Periodically, the Director of
Insurance examines the liabilities and reserves of the Company and the
Separate Account and certifies their adequacy, and a full examination of
the Company's operations is conducted by the National Association of
Insurance Commissioners at least once every three years.

In addition, the Company is subject to the insurance laws and
regulations of other states within which it is licensed or may become
licensed to operate. Generally, the insurance departments of other
states apply the laws of the state of domicile in determining
permissible investments.

<TABLE>
MANAGEMENT OF THE COMPANY

<CAPTION>
PRINCIPAL OCCUPATION (S)
NAME DURING PAST FIVE YEARS<F*>
---- --------------------------
<S> <C>
PRINCIPAL OFFICERS <F**>
- ------------------------

Richard A. Liddy Chairman, President and CEO, 1/95-present; Chairman of the
Executive Committee, 5/92-present. Formerly President and CEO,
5/92-1/95.

Robert J. Banstetter, Sr. Vice President, General Counsel and Secretary, 2/91-present.

John W. Barber Vice President and Controller, 12/84-present.

Kevin C. Eichner Executive Vice President of General American, President and
Chairman of GenMark, Chairman of Walnut Street Securities, 10/97-
Present. President and CEO, Collaborative Strategies, 1983-
Present.

David L. Herzog Chief Financial Officer, GenAmerica Corporation, 1/99-present.
President, GenAmerica Management Corporation, 10/98-present.
Formerly Assistant to the President, General American and
GenAmerica, 1996-1999, Chief Financial Officer, Individual Line,
General American, 1995-1996, Manager, Investor Relations,
Reinsurance Group of America and GenCare Health Systems, 1993-
1995.

E. Thomas Hughes Corporate Actuary and Treasurer, 10/94-present. Formerly
Executive Vice President-Group Pensions, 3/90-10/94

Michael P. Ingrassia Vice President-Group Executive Accounts, 3/92-present.

Warren J. Winer Executive Vice President-Group Life and Health, 8/95-present.
Formerly Managing Director, William M. Mercer, Inc., 7/93-8/95;
President and Chief Operating Officer, W. F. Corroon, 1986-7/93.

Bernard H. Wolzenski Executive Vice President-Individual Insurance, 10/91-present.

A. Greig Woodring President and Chief Executive Officer, Reinsurance Group of
America, 12/92-present.

<FN>
<F*> All positions listed are with General American unless otherwise indicated.
<F**> The principal business address of Messrs. Banstetter, Hughes, and Liddy is General
American Life Insurance Company, 700 Market Street, St. Louis, Missouri 63101. The
principal business address for Messrs. Barber, Ingrassia, Winer and Wolzenski is 13045
Tesson Ferry Road, St. Louis, Missouri 63128. The principal business address for Mr.
Woodring is 660 Mason Ridge Center Drive, Suite 300, St. Louis, Missouri 63141. The
principal business address for Mr. Eichner is 670 Mason Ridge Center Drive, Suite 100, St.
Louis, Missouri 63141.

<CAPTION>
NAME PRINCIPAL OCCUPATIONS (S)
---- DURING PAST FIVE YEARS<F*>
--------------------------
<S> <C>
DIRECTORS
- ---------

August A. Busch III Chairman of the Board and President, Anheuser-Busch Companies,
Anheuser-Busch Companies, Inc. Inc. (beer business).
One Busch Place
St. Louis, Missouri 63118

William E. Cornelius Retired Chairman and Chief Executive Officer, Union Electric
Union Electric Company Company (electric utility business).
P.O. Box 149
St. Louis, Missouri 63166

John C. Danforth Partner, Bryan Cave (law firm). Formerly, U. S. Senator,
Bryan Cave State of Missouri.
One Metropolitan Square,
Suite 3600
St. Louis, Missouri 63102

Bernard A. Edison Past President, Edison Brothers Stores, Inc. (retail specialty
Edison Brothers Stores, Inc. stores).
P.O. Box 14020
St. Louis, Missouri 63178

Richard A. Liddy Chairman, President and CEO, General American
General American Life
Insurance Co.
700 Market Street
St. Louis, MO 63101

William E. Maritz Chairman and Chief Executive Officer, Maritz, Inc.
Maritz, Inc. (motivation, travel, communications, training and marketing
1375 North Highway Drive research business).
Fenton, Missouri 63099

Craig D. Schnuck Chairman and Chief Executive Officer, Schnuck Markets, Inc.
Schnuck Markets, Inc. (retail supermarket chain).
11420 Lackland Road
P.O. Box 46928
St. Louis, Missouri 63146

William P. Stiritz Chairman, Chief Executive Officer and President, Agribrands
Agribrands International, Inc. International, Inc. Formerly Chairman, Chief Executive
9811 So. Forty Drive Officer and President, Ralston Purina Company (pet food,
St. Louis, Missouri 63124 batteries, and bread business); Chairman, Ralcorp Holdings,
Inc. (ready-to-eat cereal, baby food, ski resorts).

Andrew C. Taylor Chief Executive Officer and President, Enterprise Rent-A-Car
Enterprise Rent-A-Car (car rental).
600 Corporate Park Drive
St. Louis, Missouri 63105

<CAPTION>
NAME PRINCIPAL OCCUPATIONS (S)
---- DURING PAST FIVE YEARS<F*>
---------------------------
<S> <C>
DIRECTORS (CONTINUED)
- ---------------------

H. Edwin Trusheim Retired Chairman and Chief Executive Officer, General American
General American Life Life Insurance Company
Insurance Co.
P.O. Box 396
St. Louis, MO 63166

Robert L. Virgil Principal, Edward Jones (investments).
Edward Jones
12555 Manchester
St. Louis, Missouri 63131-3729

Virginia V. Weldon, M.D. Director, Center for the Study of American Business, Washington
Monsanto Company University. Retired Senior Vice President, Public Policy,
800 North Lindbergh Monsanto Company (chemicals diversified industry,
St. Louis, Missouri 63167 pharmaceuticals, life science products, and food ingredients
business).

Ted C. Wetterau President, Wetterau Associates, L.L.C. Retired Chairman and
Wetterau Associates, L.L.C. Chief Executive Officer, Wetterau Incorporated (retail and
7700 Bonhomme, Suite 750 wholesale grocery, manufacturing business).
St. Louis, Missouri 63105

<FN>
<F*> All positions listed are with General American unless otherwise indicated.
</TABLE>

LEGAL MATTERS

All matters of Missouri law pertaining to the Policy, including the
validity of the Policy and General American's right to issue the Policy
under Missouri insurance law, have been passed upon by Matthew P.
McCauley, Vice President and Associate General Counsel of General
American.

LEGAL PROCEEDINGS

There are no legal proceedings to which the Separate Account is a party
or to which the assets of the Separate Account are subject. General
American is not involved in any litigation that is of material
importance in relation to its total assets or that relates to the
Separate Account.

EXPERTS

The audited financial statements of General American and the Separate
Account have been included in this Prospectus in reliance on the reports
of KPMG LLP independent certified public accountants, and on the
authority of said firm as experts in accounting and auditing.

Actuarial matters included in this Prospectus have been examined by
Kathryn T. Dowdell, FSA, MAAA, Senior Product Actuary of General
American, as stated in the opinion filed as an exhibit to the
registration statement.

ADDITIONAL INFORMATION

A registration statement has been filed with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, with respect
to the Policy offered hereby. This Prospectus does not contain all the
information set forth in the registration statement and the amendments
and exhibits to the registration statement, to all of which reference is
made for further information concerning the Separate Account, General
American and the Policy offered hereby. Statements contained in this
Prospectus as to the contents of the Policy and other legal instruments
are summaries. For a complete statement of the terms thereof reference
is made to such instruments as filed.

Like all financial services providers, General American utilizes systems
that may be affected by the Year 2000 transition issues, and it relies
on services providers, including the Funds, that may also be affected.
The Company has developed, and is in the process of implementing, a Year
2000 transition plan, and is confirming that its services providers are
also so engaged. The resources that are being devoted to this effort
are substantial. It is difficult to predict with precision whether the
amount of resources ultimately devoted, or the outcome of these efforts,
will have any negative impact on the Company. However, as of the date
of this prospectus, we do not anticipate that Policy Owners will
experience negative effects on their investment, or on the services
provided in connection therewith, as a result of Year 2000 transition
implementation. General American currently anticipates that its systems
will be Year 2000 compliant, but there can be no assurance that the
Company will be successful, or that interaction with other service
providers will not impair the Company's services at that time.

FINANCIAL STATEMENTS

The financial statements of General American which are included in this
Prospectus should be distinguished from the financial statements of the
Separate Account, and should be considered only as bearing on the
ability of General American to meet its obligations under the Policy.
They should not be considered as bearing on the investment performance
of the assets held in the Separate Account.

APPENDIX A
Illustrations of Death Benefits and Cash Values

The following tables illustrate how the Cash Value and death benefit
of a Policy change with the investment experience of a Division of the
Separate Account. There is no Cash Surrender Value column in the tables
because there is no surrender charge in the Policy. The tables show how
the Cash Value and death benefit of a Policy issued to an insured of a
given age and at a given premium would vary over time if the investment
return on the assets held in each Division of the Separate Account were
a uniform, gross, after-tax annual rate of 0%, 6%, or 12%. The tables
illustrate a Policy issued to a male age 45 in a preferred select
nonsmoker rate class. If the insured falls into a smoker rate class,
the Cash Values and death benefits would be lower than those shown in
the tables. In addition, the Cash Values and death benefits would be
different from those shown if the gross annual investment rates of
return averaged 0%, 6%, and 12% over a period of years, but fluctuated
above and below those averages for individual Policy Years.

The Cash Value column under the "Maximum Charges" heading shows the
accumulated value of the Net Premiums paid at the stated interest rate,
reflecting deduction of all policy charges described in this prospectus
at the guaranteed maximum rate. The Cash value column under the
"Current Charges" heading shows the accumulated value of the Net
Premiums paid at the stated interest rate, reflecting deduction of all
policy charges as described in this prospectus at the current rate. The
illustrations of death benefits reflect the above assumptions.

The amounts deducted from the Cash Value in the illustrations include
the initial Policy charge, premium tax, federal tax charge, mortality
and expense risk and distribution charge, and cost of insurance. These
charges are described in the prospectus under Charges and Deductions.

The amounts shown for Cash Value and death benefit reflect charges that
produce an investment rate of return that is lower than the gross return
on the assets held in a Division of the Separate Account. The charges
include a charge for mortality and expense risk and distribution charges
initially equivalent to 2.25%, and an assumed .73% charge for the investment
Advisory fee and Fund administrative expenses combined, based on the average
Fund expense for all available funds. The average charge for the investment
advisory fees and fund administrative expenses reflects 1998 fee levels.
The actual investment advisory fee applicable to each Division is shown in
the respective Prospectuses of each Fund. After deduction for these
amounts, the illustrated gross annual investment rates of return of 0%,
6%, and 12% correspond to approximate initial net annual rates of
- -2.98%, 3.02%, and 9.02%, respectively. Consult the Prospectus for each
Fund for details about the nature and extent of their expenses.

The hypothetical values shown in the tables do not reflect any charges
for Federal income taxes against the Separate Account (as opposed to
Premium Charges which are deducted from premium payments), since General
American is not currently making any such charges. However, such
charges may be made in the future and, in that event, the gross annual
investment rate of return of the Divisions of the Separate Account would
have to exceed 0%, 6%, and 12% by an amount sufficient to cover the tax
charges in order to produce the death benefit and Cash Value
illustration. (See Federal Tax Matters.)

The tables illustrate the Policy values that would result based upon the
investment rates of return if premiums are paid as indicated, if all Net
Premiums are allocated to the Separate Account, and if no Policy Loans have
been made. The tables are also based on the assumptions that no
transfer charges were incurred and that no optional riders have been
requested.

<TABLE>
General American Life Insurance Company
Destiny Variable Life Insurance

<CAPTION>
Cash Value Accumulation Test For Separate Account 11
Male Insured Age 45 Hypothetical Gross Annual Rate of Return: 0%
Select Preferred, Nonsmoker Hypothetical Net Annual Rate of Return: -2.98%

Current Charges Maximum Charges

Age @ Premium
Policy Beginning Annual Accum Cash Death Cash Death
Year of Year Premium @ 5% Value Benefit Value Benefit
<S> <C> <C> <C> <C> <C> <C> <C>
1 45 250,000 262,500 233,191 703,148 232,142 699,984

2 46 50,000 328,125 272,453 795,391 270,247 788,952

3 47 50,000 397,031 310,251 877,093 306,896 867,607

4 48 50,000 469,383 346,699 949,324 342,131 936,815

5 49 50,000 545,352 381,851 1,012,941 375,952 997,293

6 50 50,000 625,120 415,842 1,068,907 408,464 1,049,944

7 51 50,000 708,876 448,697 1,117,912 439,637 1,095,339

8 52 50,000 796,819 480,467 1,160,650 469,488 1,134,127

9 53 50,000 889,160 511,195 1,197,730 498,014 1,166,847

10 54 50,000 986,118 541,017 1,229,969 525,348 1,194,346

11 55 50,000 1,087,924 569,859 1,257,602 551,455 1,216,988

12 56 50,000 1,194,820 597,738 1,281,065 576,354 1,235,234

13 57 50,000 1,307,061 624,614 1,300,580 600,034 1,249,399

14 58 50,000 1,424,914 650,651 1,316,791 622,626 1,260,072

15 59 50,000 1,548,660 675,847 1,330,008 644,067 1,267,468

16 60 50,000 1,678,593 699,897 1,339,930 664,375 1,271,925

17 61 50,000 1,815,023 722,939 1,347,115 683,511 1,273,646

18 62 50,000 1,958,274 745,125 1,352,144 701,577 1,273,119

19 63 50,000 2,108,688 766,400 1,355,191 718,486 1,270,466

20 64 50,000 2,266,622 786,791 1,356,549 734,240 1,265,942

25 69 50,000 3,182,944 875,877 1,343,600 796,697 1,222,138

30 74 50,000 4,352,428 945,232 1,312,225 833,912 1,157,685
</TABLE>

Current Charges values reflect investment results using current
mortality and expense risk and distribution charges, and
cost of insurance rates for the exact combination of premiums and
benefits shown.

Maximum Charges values reflect investment results using maximum
mortality and expense risk and distribution charges, and
cost of insurance rates for the exact combination of premiums and
benefits shown.

If no Cash Value or Death Benefit is shown, the Policy would lapse under
the assumptions used. Additional premium payments would be required to
keep the Policy in force.

The hypothetical investment rate of return shown is illustrative only,
and should not be deemed a representation of past or future results.
Actual investment results may be more or less than those shown and will
depend on a number of factors, including the investment allocation made
by the Owner and the investment results for the Funds. The Cash Value
and Death Benefit for a Policy would be different from those shown if
the actual rates of return averaged the rate shown over a period of
years, but also fluctuated above or below that average for individual
Policy Years. No representation can be made by General American,
Walnut Street Securities, the Funds, their various investment managers,
or any representative thereof, that this hypothetical rate of return
can be achieved for any one year, or sustained over any period of time.

Illustrated values shown above are as of the end of the Policy Years
indicated and assume any additional premiums shown are received on the
Policy Anniversaries.

<TABLE>
General American Life Insurance Company
Destiny Variable Life Insurance

<CAPTION>
Cash Value Accumulation Test For Separate Account 11
Male Insured Age 45 Hypothetical Gross Annual Rate of Return: 6%
Select Preferred, Nonsmokers Hypothetical Net Annual Rate of Return: 3.02%

Current Charges Maximum Charges

Age @ Premium
Policy Beginning Annual Accum Cash Death Cash Death
Year of Year Premium @ 5% Value Benefit Value Benefit
<S> <C> <C> <C> <C> <C> <C> <C>
1 45 250,000 262,500 247,326 745,770 246,216 742,422

2 46 50,000 328,125 303,413 885,775 300,951 878,586

3 47 50,000 397,031 360,780 1,019,939 356,835 1,008,786

4 48 50,000 469,383 419,488 1,148,633 413,843 1,133,175

5 49 50,000 545,352 479,626 1,272,312 471,978 1,252,025

6 50 50,000 625,120 541,277 1,391,334 531,224 1,365,493

7 51 50,000 708,876 604,723 1,506,643 591,747 1,474,314

8 52 50,000 796,819 669,978 1,618,444 653,468 1,578,562

9 53 50,000 889,160 737,106 1,727,040 716,380 1,678,478

10 54 50,000 986,118 806,013 1,832,419 780,302 1,773,967

11 55 50,000 1,087,924 876,841 1,935,070 845,360 1,865,596

12 56 50,000 1,194,820 949,533 2,035,028 911,431 1,953,369

13 57 50,000 1,307,061 1,024,131 2,132,460 978,533 2,037,515

14 58 50,000 1,424,914 1,100,553 2,227,305 1,046,470 2,117,851

15 59 50,000 1,548,660 1,179,150 2,320,465 1,115,396 2,195,003

16 60 50,000 1,678,593 1,259,268 2,410,828 1,185,141 2,268,914

17 61 50,000 1,815,023 1,341,243 2,499,255 1,255,673 2,339,805

18 62 50,000 1,958,274 1,424,877 2,585,658 1,326,656 2,407,421

19 63 50,000 2,108,688 1,510,496 2,670,940 1,398,236 2,472,437

20 64 50,000 2,266,622 1,598,146 2,755,449 1,470,142 2,534,751

25 69 50,000 3,182,944 2,067,614 3,171,732 1,833,885 2,813,190

30 74 50,000 4,352,428 2,588,736 3,593,832 2,194,324 3,046,287
</TABLE>

If no Cash Value or Death Benefit is shown, the Policy would lapse under
the assumptions used. Additional premium payments would be required to
keep the Policy in force.

Illustrated values shown above are as of the end of the Policy Years
indicated and assume any additional premiums shown are received on the
Policy Anniversaries.

<TABLE>
General American Life Insurance Company
Destiny Variable Life Insurance

Cash Value Accumulation Test For Separate Account 11
Male Insured Age 45 Hypothetical Gross Annual Rate of Return: 12%
Select Preferred, Nonsmokers Hypothetical Net Annual Rate of Return: 9.02%

Current Charges Maximum Charges

Age @ Premium
Policy Beginning Annual Accum Cash Death Cash Death
Year of Year Premium @ 5% Value Benefit Value Benefit
<S> <C> <C> <C> <C> <C> <C> <C>
1 45 250,000 262,500 261,463 788,397 260,292 784,866

2 46 50,000 328,125 336,027 980,987 333,294 973,008

3 47 50,000 397,031 416,726 1,178,103 412,126 1,165,097

4 48 50,000 469,383 504,063 1,380,215 497,157 1,361,305

5 49 50,000 545,352 598,927 1,588,784 589,067 1,562,627

6 50 50,000 625,120 701,786 1,803,919 688,168 1,768,913

7 51 50,000 708,876 813,735 2,027,389 795,310 1,981,483

8 52 50,000 796,819 935,438 2,259,710 910,908 2,200,452

9 53 50,000 889,160 1,067,876 2,502,035 1,035,688 2,426,619

10 54 50,000 986,118 1,211,419 2,754,085 1,169,728 2,659,304

11 55 50,000 1,087,924 1,367,519 3,017,931 1,314,237 2,900,346

12 56 50,000 1,194,820 1,536,969 3,294,013 1,469,669 3,149,777

13 57 50,000 1,307,061 1,721,418 3,584,361 1,637,179 3,408,957

14 58 50,000 1,424,914 1,921,517 3,888,776 1,817,061 3,677,376

15 59 50,000 1,548,660 2,139,742 4,210,828 2,011,049 3,957,572

16 60 50,000 1,678,593 2,376,179 4,549,118 2,219,694 4,249,533

17 61 50,000 1,815,023 2,633,231 4,906,731 2,444,266 4,554,615

18 62 50,000 1,958,274 2,911,537 5,283,432 2,684,527 4,871,488

19 63 50,000 2,108,688 3,214,401 5,683,878 2,942,870 5,203,743

20 64 50,000 2,266,622 3,543,263 6,109,131 3,219,740 5,551,327

25 69 50,000 3,182,944 5,665,143 8,690,362 4,926,489 7,557,263

30 74 50,000 4,352,428 8,876,444 12,322,789 7,297,908 10,131,375
</TABLE>

If no Cash Value or Death Benefit is shown, the Policy would lapse under
the assumptions used. Additional premium payments would be required to
keep the Policy in force.

Illustrated values shown above are as of the end of the Policy Years
indicated and assume any additional premiums shown are received on the
Policy Anniversaries.

PART II

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities
and Exchange Act of 1934, the undersigned registrant hereby undertakes
to file with the Securities and Exchange Commission such supplementary
and periodic information, documents, and reports as may be prescribed by
any rule or regulation of the Commission heretofore, or hereafter duly
adopted pursuant to authority conferred in that section.

RULE 484 UNDERTAKING

Section 351.355 of the Missouri General and Business Corporation Law, in
brief, allows a corporation to indemnify any person who is a party or is
threatened to be made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, against expenses,
including attorneys' fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with
such action if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation. When any person was or is a party or is threatened to be
made a party in an action or suit by or in the right of the corporation
to procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee, or agent of the corporation,
indemnification may be paid unless such person shall have been adjudged
to be liable for negligence or misconduct in the performance of his duty
to the corporation. In the event of such a determination
indemnification is allowed if a court determines that the person is
fairly and reasonably entitled to indemnity. A corporation has the
power to give any further indemnity to any person who is or was a
director, officer, employee, or agent, provided for in the articles of
incorporation or as authorized by any by-law which has been adopted by
vote of the shareholders, provided that no such indemnity shall
indemnify any person's conduct which was finally adjudged to have been
knowingly fraudulent, deliberately dishonest, or willful misconduct.

In accordance with Missouri law, General American's Board of Directors,
at its meeting on November 19, 1987, and the policyholders of General
American at the annual meeting held on January 26, 1988, adopted the
following resolutions:

"BE IT RESOLVED THAT

1. The company shall indemnify any person who is, or was a
director, officer, or employee of the company, or is or was
serving at the request of the company as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any and all expenses
(including attorneys' fees), judgments, fines, and amounts paid in
settlement, actually and reasonably incurred by him or her in
connection with any civil, criminal, administrative, or
investigative action, proceeding, or claim (including an action by
or in the right of the company), by reason of the fact that he or
she

was serving in such capacity if he or she acted in good faith and
in a manner he or she reasonably believed to be in or not opposed
to the best interests of the company; provided that such person's
conduct is not finally adjudged to have been knowingly fraudulent,
deliberately dishonest, or willful misconduct.

2. The indemnification provided herein shall not be deemed
exclusive of any other rights to which a director, officer, or
employee may be entitled under any agreement, vote of
policyholders or disinterested directors, or otherwise, both as to
action in his or her official capacity and as to action in another
capacity which holding such office, and shall continue as to a
person who has ceased to be a director, officer, or employee and
shall inure to the benefit of the heirs, executors and
administrators of such a person."

Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the Registrant 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 such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer, or controlling person in connection with the
securities being registered, the Registrant 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.

REPRESENTATIONS PURSUANT TO SECTION 26(E)

The fees and charges deducted under the Policies described in the
prospectus are, in the aggregate, reasonable in relation to the services
rendered, the expenses expected, and the risks assumed by General
American Life Insurance Company.

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and
documents:

* The facing sheet.
* Destiny Variable Universal Life Insurance prospectus, consisting
of [__] pages.
* The undertaking to file reports required by Section 15 (d) of the
1934 Act.
* The undertaking pursuant to Rule 484 of the 1933 Act.
* Representations pursuant to Section 26(e) of the 1940 Act.
* The signatures.
* Memorandum describing issuance, transfer, and redemption
procedures pursuant to Rule 6e-3(T). To be filed via pre-
effective amendment.
* Opinion and Consent of Kathryn T. Dowdell, FSA, MAAA. Filed
Herewith.
* The consent of KPMG LLP, Independent Certified Public Accountants.
To be filed along with financial statements via pre-effective
amendment.

1. The following exhibits (which correspond in number to the numbers
under paragraph A of the instructions for exhibits to Form N-8B-2):

(1) Resolution of the Board of Directors of General American
Life Insurance Company authorizing establishment of the
Separate Account Eleven. <F1>
(2) Not applicable.
(3) (a) Principal Underwriting Agreement. To be filed via
pre-effective amendment.
(b) Proposed form of Selling Agreement. To be filed via
pre-effective amendment.
(c) Commission Schedule. To be filed via pre-effective
amendment.
(4) Not applicable.
(5) The two Destiny Universal Life Insurance policies. Filed
herewith.
(6) (a) Amended Charter and Articles of Incorporation of
General American. <F2>
(b) Amended and Restated By-Laws of General American. <F2>
(7) Not applicable.
(8) (a) Participation Agreement with General American Capital
Company. <F3>
(b) Participation Agreement with Variable Insurance
Products Fund. <F3>
(c) Participation Agreement with Variable Insurance
Products II. <F3>
(d) Participation Agreement with J.P. Morgan Series
Trust II. <F3>
(e) Participation Agreement with Van Eck Worldwide
Insurance Trust. <F3>
(f) Participation Agreement with American Century Variable
Portfolios. <F3>
(9) Not applicable.
(10) Form of application for Destiny Universal Life Insurance.
To be filed via pre-effective amendment.
2. Opinion of Christopher A. Martin, Counsel of GenAmerica Management
Company, as to the legality of the securities being issued. Filed
Herewith.
3. No financial statements will be omitted from the prospectuses
pursuant to prospectus instructions 1(b) or (c).
4. Not applicable

5. Financial Data Schedules.

[FN]
_____________________

<F1> Incorporated by reference to the initial Registration Statement,
File No. 33-48550 (VGSP).
<F2> Incorporated by reference to the initial Registration Statement,
File No. 333-53477 (VUL 98).
<F3> Incorporated by reference to Pre-Effective Amendment No. 1 to the
Registration Statement, File No. 333-53477 (VUL 98).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, General
American Life Insurance Company and General American Separate Account
Eleven certify that, when amended as indicated, this Registration
Statement will meet all of the requirements for effectiveness pursuant
to Rule 481 under the Securities Act of 1933, and they have duly caused
this Registration Statement to be signed on their behalf by the
undersigned thereunto duly authorized, and the seal of General American
Life Insurance Company to be hereunto affixed and attested, all in the
City of St. Louis, State of Missouri, on the 23rd day of July 1999.

GENERAL AMERICAN SEPARATE ACCOUNT
ELEVEN (Registrant)

(Seal) BY: GENERAL AMERICAN LIFE
INSURANCE COMPANY (for Registrant
and as Depositor)

Attest: /s/ Robert J. Banstetter By: /s/ Richard A. Liddy
-------------------------- --------------------------
Robert J. Banstetter, Sr. Richard A. Liddy,
Secretary President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

Signature Title Date
- --------- ----- ----

/s/ Richard A. Liddy Chairman, President 7/23/99
- --------------------------- (Principal Executive
Richard A. Liddy Officer)

/s/ John W. Barber Vice President 7/23/99
- --------------------------- Controller
John W. Barber (Principal Accounting
Officer)

- ---------------------------
August A. Busch, III <F*> Director

- ---------------------------
William E. Cornelius <F*> Director

- ---------------------------
John C. Danforth <F*> Director

- ---------------------------
Bernard A. Edison <F*> Director

/s/ Richard A. Liddy
- ---------------------------
Richard A. Liddy Director 7/23/99

- ---------------------------
William E. Maritz <F*> Director

- ---------------------------
Craig D. Schnuck <F*> Director

- ---------------------------
William P. Stiritz <F*> Director

- ---------------------------
Andrew C. Taylor <F*> Director

- ---------------------------
H. Edwin Trusheim <F*> Director

- ---------------------------
Robert L. Virgil, Jr. <F*> Director

- ---------------------------
Virginia V. Weldon <F*> Director

- ---------------------------
Ted C. Wetterau <F*> Director

By /s/ Matthew P. McCauley
---------------------------
Matthew P. McCauley

[FN]
<F*> Original powers of attorney authorizing Matthew P. McCauley to
sign this Registration Statement and Amendments thereto on behalf
of the Board of Directors of General American Life Insurance
Company are on file with the Securities and Exchange Commission.

INDEX TO EXHIBITS

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

1. Opinion and Consent of Kathryn T. Dowdell, FSA, MAAA.

2. The two Destiny Universal Life Insurance policies.

3. Opinion of Christopher A. Martin, Counsel of GenAmerica
Management Company

<PAGE>

EXHIBIT 1

To the United States Securities and Exchange Commission:

In my capacity as Senior Product Actuary for General American Life
Insurance Company, I have provided actuarial advice concerning a
variable life insurance product funded through General American Life
Insurance Company Separate Account Eleven.

It is my professional opinion that:

1. The fees and charges deducted under the contract, in the
aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred, and the
risks assumed by the insurance company.

2. The illustrations of cash values, death benefits, and
accumulated premiums in the Appendix to the prospectus
contained in the Registration Statement are based on the
assumptions stated in the illustration, and are consistent
with the provisions of the Policy. The rate structure of
the Policy has not been designed so as to make the
relationship between premium and benefits, as shown in the
illustrations, appear to be more favorable to prospective
purchasers of Policies aged 45 in the rate class illustrated
than to prospective purchasers of Policies at other ages.

3. The information contained in the examples set forth in the
section of the prospectus entitled "Death Benefits" is based
on the assumptions stated in the examples, and is consistent
with the provisions of the Policy.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the heading
"Experts" in the prospectus.

/s/ Kathryn T. Dowdell
- --------------------------------
Kathryn T. Dowdell, FSA, MAAA
Senior Product Actuary

<PAGE>

GENERAL AMERICAN POLICY NUMBER:
LIFE INSURANCE COMPANY
13045 TESSON FERRY RD. INSURED:
St. LOUIS, MISSOURI 63128

VARIABLE LIFE INSURANCE

Participating

Premiums after the first are payable at the option of the owner during
the lifetime of the Insured for the number of years indicated on the
Policy Specifications page. If the Insured dies while this policy is in
force, we will pay the policy proceeds to the beneficiary. We must
receive proof of the Insured's death. The policy must also be
surrendered to us after death occurs. Any payment will be subject to all
of the provisions and conditions on this and the following pages of this
policy.

THE AMOUNT OF THE DEATH BENEFIT MAY INCREASE OR DECREASE UNDER THE
CONDITIONS DESCRIBED ON PAGE 4.01.

THE POLICY'S CASH VALUE IN EACH INVESTMENT DIVISION OF THE SEPARATE
ACCOUNT IS BASED ON THE INVESTMENT EXPERIENCE OF THAT INVESTMENT
DIVISION AND MAY INCREASE OR DECREASE DAILY. IT IS NOT GUARANTEED AS TO
DOLLAR AMOUNT. SEE THE SEPARATE ACCOUNT PROVISION.

THE POLICY'S CASH VALUE IN THE GENERAL ACCOUNT WILL BE CREDITED WITH
INTEREST AT A MINIMUM GUARANTEED RATE AS SHOWN ON THE POLICY
SPECIFICATIONS PAGE. WE MAY CREDIT ADDITIONAL INTEREST IN EXCESS OF THE
GUARANTEED RATE. SEE THE GENERAL ACCOUNT CASH VALUE PROVISION.

RIGHT TO EXAMINE POLICY

Please read this policy. You may return this policy to us or to the
agent through whom it was purchased within 20 days from the date you
receive it or within 45 days after the application is signed, whichever
period ends later. If you return it within this period, the policy will
be void from the beginning. We will refund the sum of (1) the difference
between the premiums paid and the net premiums allocated to the Separate
Account, (2) the cash values of the Divisions of the Separate Account,
and (3) any charges deducted from the cash value of the Divisions of the
Separate Account.

This policy is a legal contract between the policyowner and General
American. PLEASE READ YOUR CONTRACT CAREFULLY. This cover sheet provides
only a brief outline of some of the important features of your policy.
This cover sheet is not the complete Insurance contract and only the
actual policy provisions will control. The policy itself sets forth, In
detail, the rights and obligations of both you and your Insurance
company. It Is, therefore, Important that you read your policy.

Signed for the company at its Home Office, St. Louis, Missouri 63128
(1-800-638-9294)

/s/ Robert J. Banstetter /s/ Richard A. Liddy

V.P., GENERAL COUNSEL CHAIRMAN, PRESIDENT
AND SECRETARY AND CEO

100031 0.01
(7/99)

<PAGE>
<PAGE>
ALPHABETIC GUIDE TO YOUR CONTRACT

Page

3.07 Addition, Deletion or Substitution of Investments
4.02 Allocation of Net Premiums
3.04 Assignments
6.07 Basis of Computation
3.02 Beneficiary
6.05 Cash Surrender Value
6.02 Cash Value
3.05 Change of Insured
3.04 Change of Owner or Beneficiary
3.04 Claims of Creditors
3.04 Conformity with Statutes
6.05 Cost of Insurance
4.01 Death Benefit
3.01 Definitions
6.01 Dividends
6.01 Dividend Options
6.02 General Account Cash Value
6.03 General Account Interest Rate
4.02 Grace Period
3.05 Incontestability

Page

6.05 Initial Policy Charge
7.01 Interest on Proceeds
3.01 Issue Date
6.04 Loan Account Cash Value
6.01 Loans
3.05 Misstatement of Age or Sex and Corrections
6.05 Monthly Deduction
6.04 Net Investment Factor
4.01 Net Premium
3.02 Owner
7.01 Payment of Policy Benefits
4.01 Payment of Premiums
4.01 Policy Proceeds
6.06 Postponement of Payments or Transfers
4.02 Reinstatement
3.04 Requests for Changes and/or Information
6.03 Separate Account Cash Value
3.05 Separate Account Provisions
3.05 Suicide Exclusion
6.06 Surrender
3.06 Transfers

Additional Benefit Riders, Modifications and Amendments, if any, and a
Copy of the Application are found following the final section.

NOTICE OF ANNUAL MEETING

The annual meeting for the election of directors and the transaction of
other business for General American Mutual Holding Company is held each
year at its Home Office in St. Louis, Missouri. This meeting is at 11:00
a.m. on the fourth Thursday in April. General American Mutual Holding
Company is a mutual company owned by its members. Each member is
entitled to vote at such elections and to participate in such meetings.

100031 0.02
(7/99)

1. POLICY SPECIFICATIONS

GENERAL POLICY SPECIFICATIONS

INSURED [JOHN DOE]
POLICY NUMBER [16,000,001]
ISSUE DATE [JANUARY 1, 1998]
INITIAL FACE AMOUNT [$65,948]
INSURED AGE [35]
SEX [MALE]
RISK CLASSIFICATION [STANDARD
SMOKER]

INITIAL PREMIUM PAID [$20,000]
ANNUAL PREMIUM [$20,000]
FOR 1 YEAR
PREMIUM TAX CHARGE [2.25%]
FEDERAL TAX CHARGE [1.3%]
INITIAL POLICY CHARGE [$800.00]

SEPARATE ACCOUNT: [GENERAL AMERICAN SEPARATE ACCOUNT 11]

FORM BENEFITS - AS SPECIFIED IN POLICY
NUMBERS AND IN ANY RIDER

POLICY PLAN: VARIABLE LIFE INSURANCE

100031
11256
11257
11258
103029
104023
106021
00795

11256 1

2. POLICY SPECIFICATIONS

<TABLE>
<S> <C>
GENERAL ACCOUNT CASH VALUE GUARANTEED INTEREST RATE [4%]
GENERAL ACCOUNT MAXIMUM ALLOCATION PERCENT [100%]
GENERAL ACCOUNT MAXIMUM TRANSFER PERCENT LIMIT [25%]
MAXIMUM DAILY MORTALITY AND EXPENSE RISK PERCENTAGE:
CASH VALUES UP TO $250,000 [0.0062346%]
CASH VALUES FROM $250,000 TO $500,000 [0.0062346%]
CASH VALUES FROM $500,000 TO $1,500,000 [0.0055348%]
CASH VALUES FROM $1,500,000 TO $2,500,000 [0.0048369%]
CASH VALUES FROM $2,500,000 TO $3,500,000 [0.0045582%]
CASH VALUES FROM $3,500,000 TO $4,500,000 [0.0042797%]
CASH VALUES FROM $4,500,000 TO $5,500,000 [0.0040016%]
CASH VALUES FROM $5,500,000 TO $6,500,000 [0.0037238%]
CASH VALUES OVER $6,500,000 [0.0034462%]
MAXIMUM ANNUAL MORTALITY AND EXPENSE RISK PERCENTAGE:
CASH VALUES UP TO $250,000 [2.25%]
CASH VALUES FROM $250,000 TO $500,000 [2.25%]
CASH VALUES FROM $500,000 TO $1,500,000 [2.00%]
CASH VALUES FROM $1,500,000 TO $2,500,000 [1.75%]
CASH VALUES FROM $2,500,000 TO $3,500,000 [1.65%]
CASH VALUES FROM $3,500,000 TO $4,500,000 [1.55%]
CASH VALUES FROM $4,500,000 TO $5,500,000 [1.45%]
CASH VALUES FROM $5,500,000 TO $6,500,000 [1.35%]
CASH VALUES OVER $6,500,000 [1.25%]
MAXIMUM TRANSFER CHARGE [$25.00]
GUARANTEED INTEREST RATE ON PROCEEDS [4.0%]
7702 TABLE [1980 CSO MORTALITY TABLE
FOR A MALE SMOKER,
AGE NEAREST BIRTHDAY]
BASIS OF COMPUTATION OF MINIMUM CASH VALUES [1980 CSO MORTALITY TABLE
FOR A MALE SMOKER,
AGE NEAREST BIRTHDAY]
</TABLE>

11256 2

<PAGE>
<PAGE>
<TABLE>
TABLE OF GUARANTEED ANNUAL COST OF INSURANCE RATES
RATES ARE PER $1,000

COVERAGE: VLI INSURED: JOHN DOE
POLICY NUMBER: 16,000,001 ISSUE DATE: JANUARY 1, 1998

<CAPTION>
ATTAINED AGE RATE ATTAINED AGE RATE ATTAINED AGE RATE
<S> <C> <C> <C> <C> <C>
35 2.63 57 18.09 79 113.49
36 2.81 58 19.69 80 121.59
37 3.04 59 21.35 81 130.41
38 3.30 60 23.19 82 140.20
39 3.60 61 25.26 83 151.03
40 3.94 62 27.59 84 162.49
41 4.34 63 30.23 85 174.20
42 4.75 64 33.14 86 185.78
43 5.22 65 36.29 87 197.06
44 5.71 66 39.57 88 209.37
45 6.27 67 43.01 89 221.52
46 6.83 68 46.55 90 233.69
47 7.44 69 50.32 91 246.12
48 8.08 70 54.48 92 259.33
49 8.80 71 59.09 93 276.30
50 9.50 72 64.33 94 298.15
51 10.44 73 70.23 95 329.96
52 11.42 74 76.66 96 384.55
53 12.54 75 83.77 97 480.20
54 13.80 76 91.10 98 657.98
55 15.14 77 98.52 99 1000.00
56 16.59 78 105.91 100+ 0.00

THESE RATES ARE FOR THE BASE POLICY AT ISSUE. THEY ARE BASED ON THE 1980 COMMISSIONERS STANDARD
ORDINARY MORTALITY TABLE FOR A MALE SMOKER.
</TABLE>

11257

<TABLE>
VARIABLE INSURANCE ATTAINED AGE FACTORS

COVERAGE: VLI INSURED: JOHN DOE
POLICY NUMBER: 16,000,001 ISSUE DATE: JAN 1, 1998

<CAPTION>
ATTAINED ATTAINED ATTAINED
AGE RATE AGE RATE AGE RATE
<S> <C> <C> <C> <C> <C>
35 3.5667 57 1.8727 79 1.2600
36 3.4516 58 1.8282 80 1.2462
37 3.3406 59 1.7856 81 1.2330
38 3.2340 60 1.7448 82 1.2205
39 3.1315 61 1.7057 83 1.2087
40 3.0332 62 1.6684 84 1.1976
41 2.9389 63 1.6329 85 1.1874
42 2.8486 64 1.5992 86 1.1778
43 2.7621 65 1.5673 87 1.1686
44 2.6793 66 1.5371 88 1.1598
45 2.6000 67 1.5084 89 1.1511
46 2.5241 68 1.4811 90 1.1425
47 2.4514 69 1.4551 91 1.1336
48 2.3816 70 1.4301 92 1.1241
49 2.3146 71 1.4064 93 1.1137
50 2.2504 72 1.3837 94 1.1022
51 2.1888 73 1.3623 95 1.0895
52 2.1298 74 1.3422 96 1.0755
53 2.0734 75 1.3234 97 1.0604
54 2.0195 76 1.3060 98 1.0444
55 1.9682 77 1.2897 99 1.0266
56 1.9193 78 1.2744 100+ 1.0100
</TABLE>

11258

1. DEFINITIONS IN THIS POLICY

WE, US AND OUR General American Life Insurance Company.

YOU AND YOUR The owner of this policy. The owner may be someone
other than the Insured.

In the application the words "You" and "Your" refer to
the proposed Insured person(s).

INSURED The person whose life is insured under this policy.
See the Policy Specifications page.

ISSUE AGE The age of the Insured as of his or her nearest
birthday to the Issue Date.

ATTAINED AGE The Issue Age plus the number of completed policy
years. This includes any period during which this
policy was lapsed.

ISSUE DATE The effective date of the coverage under this policy
which is the Issue Date shown on the Policy
Specifications page. It is also the date from which
policy anniversaries, policy years, and policy months
are measured.

INVESTMENT The date the first premium is applied to the General
START DATE Account and/or the Divisions of the Separate Account.
This date will be the later of:

- The Issue Date of the policy; or
- The date we receive the first premium at our
home office.

MONTHLY The same date in each succeeding month as the Issue
ANNIVERSARY Date except that whenever the Monthly Anniversary
falls on a date other than a Valuation Date, the
Monthly Anniversary will be deemed the next Valuation
Date. If any Monthly Anniversary would be the 29th,
30th, or 31st day of a month that does not have that
number of days, then the Monthly Anniversary will be
the last day of that month.

GENERAL ACCOUNT The assets held by us, excluding any loans, other than
those allocated to the Divisions of a Separate
Account.

SEPARATE ACCOUNT The Separate Account shown on the Policy
Specifications page. This is a separate investment
account created by us to receive and invest net
premiums received for this policy or other policies.

LOAN ACCOUNT The account to which we will transfer from the General
Account and the Divisions of the Separate Account the
amount of any policy loan.

LOAN SUBACCOUNT A Loan SubAccount exists for the General Account and
each Division of the Separate Account. Any cash value
transferred to the Loan Account will be allocated to
the appropriate Loan SubAccount to reflect the origin
of the cash value. At any point in time, the Loan
Account will equal the sum of all the Loan
SubAccounts.

VALUATION DATE Each day that the New York Stock Exchange is open for
trading, we are open for business and the SEC has not
restricted trading or declared an emergency.

SEC The United States Securities and Exchange Commission.

103029 3.01
(7/99)

2. PERSONS WITH AN INTEREST IN THE POLICY

OWNER The owner of this policy is as shown in the
application, or in any supplemental agreement attached
to this policy, unless later changed as provided in
this policy. If there is more than one owner at a
given time, all must exercise the rights of ownership
by joint action. Ownership may be changed in
accordance with the Change of Owner or Beneficiary
provision.

You, as owner, are entitled to exercise all ownership
rights provided by this policy, while it is in force.
Any person whose rights of ownership depend upon some
future event will not possess any present rights of
ownership. If the owner is a trustee(s), we may act in
reliance upon the written request of any trustee and
we are not responsible for proper administration of
the trust. Unless otherwise provided, the final owner
will be the estate of the last owner to die.

BENEFICIARY The beneficiary to receive the proceeds in the event
of the Insured's death is as shown in the application
or in any supplemental agreement attached to this
policy, unless later changed as provided in the
policy. You may change the beneficiary In accordance
with the Change of Owner or Beneficiary provision.
Unless otherwise stated, the beneficiary has no rights
in this policy before the death of the Insured. If
there is more than one beneficiary at the death of the
Insured, each will receive equal payments unless
otherwise provided. Unless you provide otherwise, if a
beneficiary dies prior to the Insured's death, that
beneficiary's share will be paid to the living
beneficiaries of that class. The deceased
beneficiary's share will be paid in the same
proportion as the living beneficiaries' shares. If
there are no beneficiaries living when the Insured
dies, or at the end of any Common Disaster period, the
proceeds (commuted if required) will be payable to
you, if you are living, or to your estate.

Any payment we make will terminate our liability with
respect to such payment. If the Insured designates
specific amounts to be paid to specific beneficiaries
and the total of those amounts is other than the
amount of proceeds payable, the proceeds payable will
be adjusted and paid in the same proportion as the
specific amounts were to be paid.

Any term used in the masculine, feminine, singular or
plural, will Include or be the opposite gender or
number where necessary.

If any beneficiary designation in the application
includes any of the following provisions, the terms of
that provision shown below will apply:

1. PER STIRPES. The share of a deceased
beneficiary will be paid to that beneficiary's
surviving children, equally.

2. COMMON DISASTER. We will not make payment until
the stated number of days after the Insured's
death. If any beneficiary dies during this
period, or if the order of death of any
beneficiary and the Insured cannot be
determined, we will pay as though such
beneficiary died first.

3. TRUST FOR MINOR BENEFICIARY. The original or
successor trustee for a minor beneficiary will
serve without bond and exercise all rights and
receive all proceeds for the minor beneficiary.
Such proceeds will be held in a separate trust
and used at the trustee's discretion for such
minor's education, support, care and general
welfare. The trust will terminate at the legal
age of majority or prior death of the minor
beneficiary. Any funds then held by the trustee
will be paid in one sum to such beneficiary or
the beneficiary's estate. The trust can be
revoked by a change of beneficiary under the
policy. Payment to any trustee will discharge us
to the extent of such payment.

103029 3.02
(7/99)

4. TRUST UNDER WILL. When we receive at our Home
Office:

a) Certified copies of the Last Will and
Testament of the named testator; and
b) The order admitting the Will to probate;
and if such Will created a trust capable of
receiving proceeds;

then we will pay the proceeds to the trustee.

If, before we receive these documents,
satisfactory proof is furnished that:
a) the testator died intestate; or
b) the Will created no trust capable of
receiving proceeds; or
c) the testator was not the Insured, but
survived the Insured;

then we will pay the proceeds to you, unless
otherwise provided.

If we pay under any of these conditions, we will
be discharged to the extent of such payment. We
are not required to check into the validity,
general terms or proper administration of the
trust. Such trustee designation will not affect
your rights under the policy, including the
right to change the beneficiary.

5. TRUST UNDER SEPARATE WRITTEN AGREEMENT. When we
receive at our Home Office a written statement
from the trustee named in the beneficiary
designation that:

a) the trust agreement is in force; and
b) the agreement permits the trustee to
receive the proceeds; then we will pay the
proceeds to the trustee.

If, before we receive the trustee's statement,
satisfactory proof is furnished that:

a) the trust agreement is not In effect; or
b) the agreement does not permit the trustee
to receive the proceeds;

then we will pay the proceeds to you, unless
otherwise provided.

If we pay under any of these conditions, we will
be discharged to the extent of such payment. We
are entitled to rely on any statements or
documents furnished to us by the trustee and are
not required to check into the validity, general
terms or proper administration of the trust
agreement. Such trustee designation will not
affect your rights under the policy, including
the right to change the beneficiary.

6. IRREVOCABLE BENEFICIARY. You cannot change an
irrevocable beneficiary without the written
consent of such beneficiary. Also, you cannot
exercise any other ownership rights without the
consent of such beneficiary, if the exercise of
such rights will have the effect of diminishing
the rights and Interest of the irrevocable
beneficiary.

7. CREDITOR BENEFICIARY. Proceeds payable to any
creditor beneficiary are limited to its provable
interest. The balance of any proceeds will be
paid to any other named beneficiary. If there is
no other beneficiary living, we will pay the
proceeds to you, unless otherwise provided. You
cannot change a creditor beneficiary without the
written consent of the creditor or release of
its interest. Also, you cannot exercise any
other ownership rights without the consent of
such beneficiary, if the exercise of such rights
will have the effect of diminishing the rights
and interest of the creditor beneficiary.

103029 3.03
(7/99)

CHANGE OF During the Insured's lifetime you may change the
OWNER OR ownership and beneficiary designations, subject to any
BENEFICIARY restrictions as stated in the Owner or Beneficiary
provisions. You must make the change in written form
satisfactory to us. If acceptable to us the change
will take effect as of the time you signed the
request, whether or not the Insured is living when we
receive your request at our home office. The change
will be subject to any assignment of this policy or
other legal restrictions. It will also be subject to
any payment we made or action we took before we
received your written notice of the change. We have
the right to require the policy for endorsement before
we accept the change.

If you are also the beneficiary of the policy at the
time of the Insured's death, you may designate some
other person to receive the proceeds of the policy
within 60 days after the Insured's death.

ASSIGNMENTS We will not be bound by an assignment of the policy or
of any interest in it unless:
1. The assignment is made as a written instrument,
2. You file the original instrument or a certified
copy with us at our home office, and
We send you an acknowledged copy.
We are not responsible for determining the validity of
any assignment.

If a claim is based on an assignment, we may require
proof of interest of the claimant. A valid assignment
will take precedence over any claim of a beneficiary.

REQUESTS FOR Submit all requests for change and/or information in
CHANGE AND/OR writing to our home office - General American Life
INFORMATION Insurance Company, P.O. Box 14490, St. Louis, MO
63178.

3. GENERAL PROVISIONS

THE CONTRACT We have issued this policy in consideration of the
application and payment of premiums. The policy, the
application for it and any riders constitute the
entire contract and are attached to and made a part of
the policy when the insurance applied for is accepted.
A copy of any application for reinstatement will be
sent to you for attachment to this policy and will
become part of the contract of reinstatement and of
this policy. The policy may be changed by mutual
agreement. Any change must be in writing and approved
by our President, Vice-President or Secretary. Our
agents have no authority to alter or modify any terms,
conditions, or agreements of this policy, or to waive
any of its provisions.

CONFORMITY WITH If any provision in this policy is in conflict with
STATUTES the laws of the state which govern this policy, the
provision will be deemed to be amended to conform with
such laws. In addition, we reserve the right to change
this policy if we determine that a change is necessary
to cause this policy to comply with, or give you the
benefit of, any federal or state statute, rule, or
regulation, including, but not limited to,
requirements for life insurance contracts under the
Internal Revenue Code, or its regulations or published
rulings.

All statements made by the Insured or on his or her
behalf, or by the applicant, will be deemed
representations and not warranties, except In the case
of fraud. Material misstatements will not be used to
void the policy, any rider or any increase in face
amount or deny a claim unless made in the application
for a policy, a rider or an increase in face amount.

To the extent permitted by law, neither the policy nor
any payment under it will be subject to the claims of
creditors or to any legal process.

103029 3.04
(7/99)

CONVERSION RIGHTS While your policy is in force, you have a one time
right during the first two policy years to transfer
all of your cash value from the Divisions of the
Separate Account to the General Account.

If, at any time during the first two policy years, you
request in writing the transfer of the cash value held
in the Divisions of the Separate Account to the
General Account and you indicate that you are making
this transfer in exercise of your conversion rights,
the transfer will not be subject to a transfer charge
or transfer limits, if any. At the time of such
transfer, there will not be any effect on the policy's
death benefit, face amount, net amount at risk, rate
class or Issue Age.

If you exercise your one time conversion right, we
will automatically allocate all future net premiums to
the General Account. Transfers to the Divisions of
the Separate Account will not be permitted after
exercise of the conversion right.

MISSTATEMENT OF If there is a misstatement of age or sex in the
AGE OR SEX AND application, the amount of the death benefit will be
CORRECTIONS that which would be purchased by the most recent
monthly cost of insurance charge at the correct age or
sex.

If we make any payment or policy changes in good
faith, relying on our records, or evidence supplied to
us, our duty will be fully discharged. We reserve the
right to correct any errors in the policy.

INCONTESTABILITY We cannot contest this policy after it has been in
force during the lifetime of the Insured for two years
from its Issue Date. We cannot contest any
reinstatement of this policy, with regard to material
misstatements made concerning such reinstatement,
after it has been in force during the lifetime of the
Insured for a period of two years from the date we
approve the reinstatement. This provision will not
apply to any rider which contains its own
incontestability clause.

SUICIDE EXCLUSION If the Insured dies by suicide, while sane or insane,
within two years from the Issue Date (or within the
maximum period permitted by law of the state in which
this policy was delivered, if less than two years),
the amount payable will be limited to the amount of
premiums paid, less any outstanding policy loans with
interest to the date of death, and less any pro rata
surrenders.

CHANGE OF While this policy is in force, you may change the
INSURED Insured. To do this, you must meet the requirements
established by us. Any rider attached to this policy
may be continued only with our consent. We reserve the
right to charge a nominal fee for processing a change
of insured.

ANNUAL REPORT Each year a report will be sent to you which shows the
current policy values, premiums paid and deductions
made since the last report, and any outstanding policy
loans.

4. SEPARATE ACCOUNT PROVISIONS

SEPARATE ACCOUNT The variable benefits under this policy are provided
through investments in the Separate Account listed on
the Policy Specifications page. This account is used
for flexible premium variable life Insurance policies
and, if permitted by law, may be used for other
policies or contracts as well.

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We hold the assets of the Separate Account. These
assets are held separately from the assets held in the
General Account. Income, gains and losses--whether or
not realized--from assets allocated to the Separate
Account will be credited to or charged against the
account without regard to our other income, gains and
losses.

The portion of the assets held by the Separate Account
equal to the reserves and other policy liabilities
with respect to the Separate Account will not be
charged with liabilities that arise from any other
business we may conduct. We have the right to transfer
to our General Account any assets of the Separate
Account which are in excess of the reserves and other
policy liabilities of the Separate Account.

The investment policy of the Separate Account will not
be changed without the approval of the Insurance
Commissioner of the State of Missouri. The approval
process is on file with the Insurance Commissioner of
the state in which this policy was delivered.

DIVISIONS The Separate Account has several Divisions. Each
Division invests in a corresponding investment
portfolio from one or more registered investment
companies.

Income, gains and losses--whether or not realized--
from the assets of each Division of the Separate
Account are credited to or charged against that
Division without regard to income, gains or losses in
other Divisions of the Separate Account or in the
General Account.

We will value the assets of each Division of the
Separate Account at the end of each valuation period.
A valuation period is the period between two
successive Valuation Dates. A Valuation Date is any
day that benefits vary and on which the New York Stock
Exchange and our home office are open for business or
any other day that may be required by any applicable
Securities and Exchange Commission Rules and
Regulations.

TRANSFERS You may transfer amounts as follows:
- Between the General Account and the Divisions of
the Separate Account; or
- Among the Divisions of the Separate Account.
- The first 12 requested transfers per policy year
will be allowed free of charge; thereafter we
may impose a transfer charge not to exceed the
Maximum Transfer Charge shown on the Policy
Specifications page.

These transfers will be subject to the following
conditions:

- We must receive a request for transfer in a form
acceptable to us.

- Transfers from or among the Divisions of the
Separate Account must be at least $500.00 or the
entire amount you have in a Division, if
smaller.

- Transfers from the General Account to the
Divisions of the Separate Account must be at
least $500.00. The maximum amount of all
transfers from the General Account in any policy
year will be the greater of (1) or (2):

1. The cash surrender value of the General
Account at the beginning of that policy
year multiplied by the General Account
Maximum Transfer Percent Limit, as shown
on the Policy Specifications page.

2. The previous year's General Account
maximum transfer amount.

- The General Account Cash Value immediately after
any transfer in to the General Account cannot
exceed 1. below, multiplied by 2., below:

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1. The General Account Cash Value plus the
Separate Account Cash Value.
2. The General Account Maximum Allocation
Percent as shown on the Policy
Specifications page.

We may revoke or modify the transfer privilege at
any time, including the minimum amount transferable,
the General Account Maximum Allocation Percent, and
the transfer charge, if any.

ADDITION, DELETION We reserve the right, subject to compliance with
OR SUBSTITUTION applicable law, to make additions to, deletions
OF INVESTMENTS from, or substitutions for the shares of a fund that
are held by the Separate Account or that the
Separate Account may purchase. We reserve the right
to eliminate the shares of any of the funds of this
policy and to substitute shares of another fund of a
registered investment company, if the shares or
funds are no longer available for investment or if
in our judgement, further investment in any fund
should become inappropriate in view of the purpose
of the policy. We will not substitute any shares
attributable to the owner's interest In a Division
of the Separate Account without notice to the owner
and compliance with the Investment Company Act of
1940. This will not prevent the Separate Account
from purchasing other securities for other series or
classes of policies, or from permitting conversion
between series or classes of policies or contracts
on the basis of requests made by owners.

We reserve the right to establish additional
Divisions of the Separate Account that would invest
in shares of registered investment companies and to
make such Divisions available to such class or
series of policies, as we deem appropriate. We also
reserve the right to eliminate or combine existing
Divisions of the Separate Account or to transfer
assets between Divisions.

If we consider it to be in the best interest of
persons having voting rights under the policies, the
Separate Account may be operated as a management
company under the Investment Company Act of 1940; if
registered, it may be deregistered under that Act in
the event registration is no longer required; it may
be combined with other separate accounts; or its
assets may be transferred to other separate
accounts.

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5. POLICY BENEFITS

POLICY PROCEEDS The policy proceeds are:

1. The death benefit; plus
2. Any dividend due; minus
3. The monthly cost of insurance for the portion of
the policy month from the beginning of the
policy month to the date of death; minus
4. The monthly mortality and expense risk charge
for the portion of the month from the beginning
of the policy month to the date of death; minus
5. Any loan and loan interest due.

DEATH BENEFIT On the issue date of this policy, the death benefit
is equal to the initial face amount. After the
issue date and prior to the Insured's Attained Age
100, the death benefit is equal to the cash value on
the date of death multiplied by the applicable
Attained Age factor as shown on the policy's
Variable Paid-Up Insurance Attained Age Factors
page. The factors in the table are exact for policy
anniversaries. For any other date, the factor is
equal to that amount of life insurance which $1.00
will purchase, such that after crediting interest at
the general account guaranteed rate and making
monthly deductions at the guaranteed rate, the cash
value at the insured's attained age 100 is equal to
that amount.

Notwithstanding anything in this policy, the death
benefit will in no case be less than the amount
necessary to cause the policy to meet the
requirements for the definition of life insurance
under the Internal Revenue Code of 1986 or any
applicable successor provision.

CONTINUATION If this policy is in force beyond the Insured's
OF THE POLICY Attained Age 100, the Death Benefit will be 101% of
BEYOND ATTAINED the policy's cash value.
AGE 100
Please note: This policy may not qualify as life
Insurance after the Insured's Attained Age 100 and
may be subject to tax consequences. Please consult a
tax advisor prior to continuing the policy beyond
the Insured's Attained Age 100. It is possible that
Insurance coverage may not continue even if planned
premiums are paid In a timely manner.

6. PREMIUMS AND GRACE PERIOD

PAYMENT OF Your first premium is due as of the Issue Date.
PREMIUMS While the Insured is living, premiums after the
first must be paid at our home office. A premium
receipt will be furnished upon request. If this
policy is in your possession and you have not paid
the first premium, it is not in force. It will be
considered that you have the policy for inspection
only.

Premiums after the first are payable in the amount
and at the interval shown on the Policy
Specifications page.

NET PREMIUM The net premium is:
1. The premium paid; minus

2. The premium paid multiplied by the Premium Tax
Charge as shown on the Policy Specifications
page; minus

3. The premium paid multiplied by the Federal Tax
Charge as shown on the Policy Specifications
page.

PREMIUM TAX A charge will be deducted for premium taxes from
CHARGE each premium submitted. The current charge, as a
percent of the premium, is shown on the Policy
Specifications page. We reserve the right to change
the Premium Tax Charge due to rate changes by the
states or

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other governing jurisdictions. We will amend your
policy to show the current premium tax rate, if
changed.

FEDERAL TAX A charge will be deducted for federal taxes from
CHARGE each premium submitted. The current charge, as a
percent of the premium, is shown on the Policy
Specifications page. We reserve the right to change
the Federal Tax Charge to reflect a change in the
federal tax law. We will amend your policy to show
the current Federal Tax Charge, if changed.

ALLOCATION OF You determine the allocation of net premiums among
NET PREMIUMS the General Account and the Divisions of the
Separate Account. For any chosen allocation the
minimum percentage that may be allocated is 5% of
the net premium. Percentages must be in whole
numbers. The General Account Cash Value immediately
after payment of the premium cannot exceed 1.,
below, multiplied by 2., below:

1. The General Account Cash Value plus the Separate
Account Cash Value.

2. The General Account Maximum Allocation Percent
as shown on the Policy Specifications page.

The initial allocation is shown on the application,
a copy of which is attached. We may modify the
General Account Maximum Allocation Percent at any
time.

YOUR RIGHT You may change the allocation of future net premiums
TO CHANGE among the General Account and/or the Divisions of
ALLOCATION the Separate Account subject to the conditions
outlined in the Allocation of the Net Premiums
Provision. The change in allocation percentages will
take effect immediately upon our receipt of your
written request.

GRACE PERIOD Your premium is in default if you do not pay it on
or before its due date. We will allow a grace
period of 62 days after the premium due date for
payment of each premium except the first.

If a premium remains unpaid after the grace period
and the sum of cumulative premiums paid is less than
80% of the scheduled cumulative premium, then future
annual premiums are limited to the lesser of:
1. The scheduled annual premium for the year, or
2. The annual premium paid in the year in which the
cumulative premiums paid fell below 80% of the
cumulative scheduled premium.

If the revised scheduled premium remains unpaid at
the end of any grace period, then no further
premiums are payable.

REINSTATEMENT You may reinstate your premium payments within 5
years after the date of default of a premium payment
if the policy has not been surrendered and:

1. You submit a written request for reinstatement;
and

2. You submit proof satisfactory to us that the
Insured is insurable by our standards; and

3. You pay all overdue premiums with interest
accumulated at 6% per year compounded annually
to the date of reinstatement; and

4. You pay or reinstate any policy loan (if the
reinstated policy has sufficient value) with
interest at the applicable loan interest rate;
and

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5. The insured is alive on the date we approve the
request for reinstatement. If the insured is
not alive, such approval is void with no effect.

The reinstated policy will be in force from the date
we approve the reinstatement application. There will
be a full monthly deduction for the policy month
which includes this date. Any application for
reinstatement becomes part of the contract of
reinstatement and of this policy.

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7. DIVIDENDS

ANNUAL DIVIDENDS While your policy is in force it may share in our
divisible surplus. Each year we will determine the
share of divisible surplus, if any, accruing to your
policy. We will distribute this surplus as a
dividend. We do not expect to pay any dividends on
this policy at this time.

DIVIDEND OPTIONS You may choose one of the following options. If you
do not, we will credit any dividend under Option 2
until such time as you request in writing a
different option. The option you choose will remain
in effect until you change it.

Option 1. Cash. Paid in cash.

Option 2. Increase Cash Value. Paid to the policy's
cash value on the date of any dividend
payment. The cash value will increase by
exactly the amount of the dividend.

The dividend will be allocated to the
General Account and the Divisions of
the Separate Account according to the
current allocation of the net premium.

8. LOANS

Upon written request to us, you may borrow an amount
not in excess of the loan value of your policy while
it is in force. The minimum amount of your net loan
request at any one time must be at least $500. Your
policy will be the sole security for such loan. We
have the right to require your policy for
endorsement.

The loan value is the cash value of your policy at
the date of the loan request plus interest to the
next policy anniversary at the General Account Cash
Value Guaranteed Interest Rate, shown on the Policy
Specifications page, reduced by:

1. Any existing loans; and

2. Loan interest to the next loan interest due
date; and

3. Every monthly deduction due to the next loan
interest due date;

You may allocate the policy loan among the General
Account and the Divisions of the Separate Account.
If you do not specify the allocation, then the
policy loan will be allocated among the General
Account and the Divisions of the Separate Account In
the same proportion that the cash value in the
General Account, and the cash value in each Division
bears to the total cash value of the policy, minus
the cash value in the Loan Account, on the date of
the policy loan.

Cash value equal to the policy loan allocated to the
General Account and each Division of the Separate
Account will be transferred to the Loan Account,
reducing the cash value accordingly. Any cash value
transferred to the Loan Account will be allocated to
the appropriate Loan SubAccount

LOAN INTEREST The accrued loan interest will be due the earliest
DUE DATE of:

1. The next policy anniversary date.
2. The date of termination of the policy.
3. The date the loan is repaid in full.
4. The date the loan plus loan interest accrued
exceeds the cash value less any surrender
charges.

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Interest will be payable annually on each policy
anniversary. If you do not pay the interest when it
is due on a policy anniversary, an amount of cash
value equal to the loan interest will also be
transferred to the Loan Account. We will charge the
same rate of interest on this amount as on the
policy loan. The amount transferred will be deducted
from the General Account and the Divisions of the
Separate Account in the same proportion that the
cash value in the General Account and the cash value
in each Division bears to the total cash value of
the policy, minus the cash value In the Loan
Account.

FIXED LOAN The fixed loan interest rate is 4.50% for policy
INTEREST RATES years 1 through 10, 4.25% for policy years 11 and
later. Loan interest is payable In arrears.

LOAN All funds received will be credited to your policy
REPAYMENTS as a premium unless clearly marked for loan
repayment.

You may repay your loan in whole or In part at any
time before the death of the Insured while the
policy is in force. When a loan repayment is made,
cash value securing the death benefit in the Loan
Account equal to the loan repayment will be repaid
to the General Account and the Divisions of the
Separate Account in the same proportion that the
cash value in the Loan Account bears to the cash
value in each Loan SubAccount. Unpaid loans and loan
interest will be deducted from any settlement of
your policy.

If you fail to make repayments when the total loan
and loan interest due would exceed the cash value,
your policy will terminate. We will allow you a
grace period for such payment of loans and loan
interest due. In such event the policy becomes void
at the end of the grace period. We will mail notice
to your last known address, and that of any assignee
of record. This grace period will expire 62 days
from the Monthly Anniversary immediately before the
date the total loan and loan interest exceeds the
cash value less any surrender charges; or 31 days
after such notice has been mailed, If later.

9. CASH VALUES

CASH VALUE The cash value of your policy is equal to the total
of:
- The cash value in the General Account; plus
- The cash value in the Divisions of the Separate
Account; plus
- The cash value in the Loan Account.

CASH VALUE If this policy is in force beyond the Insured's
AFTER ATTAINED Attained Age 100, the cash value of your
AGE 100 policy will be determined in the same manner as
described below; except no deductions
will be made for monthly cost of insurance charges.
Premiums can not be paid after the Insured attains
age 100.

GENERAL ACCOUNT The cash value in the General Account as of the
CASH VALUE Investment Start Date is equal to:

- The portion of the initial net premium received
and allocated to the General Account minus

- The portion of the monthly deductions due from
the Issue Date through the Investment Start Date
charged to the General Account.

The cash value in the General Account on any day
after the Investment Start Date is equal to:

- The cash value on the preceding Valuation Date,
with Interest on such value at the current rate;
plus

- Any loan repayments allocated to the General
Account on that day; plus

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- Any portion of net premium received and
allocated to the General Account on that day;
plus

- Any amounts transferred to the General Account
on that day; plus

- That portion of any interest credited on
outstanding loans which is allocated to the
General Account on that day; minus

- Any amount transferred plus any transfer charge
from the General Account to the Divisions of the
Separate Account on that day; minus

- Any amount transferred from the General Account
to the Loan Account on that day; minus

- If that day Is a Monthly Anniversary, any
withdrawal due to a pro rata surrender made from
the General Account on that day; minus

- If that day is a Monthly Anniversary, the
portion of the monthly deduction charged to the
General Account, to cover the prior policy
month; plus

- If that day Is a Policy Anniversary, the portion
of the dividend paid on that day, if any,
allocated to the General Account

GENERAL ACCOUNT The interest credited to the General Account cash
INTEREST RATE value for a specific day will be at an effective
annual rate not less than the General Account cash
value guaranteed interest rate shown on the Policy
Specifications page.

SEPARATE ACCOUNT The cash value in each Division of the Separate
CASH VALUE Account on the Investment Start Date is equal to:

- The portion of the initial net premium received
and allocated to the Division; minus

- The portion of the monthly deductions due from
the Issue Date through the Investment Start Date
charged to the Division.

The cash value in each Division of the Separate
Account on subsequent Valuation Dates is equal to:

- The cash value in the Division on the preceding
Valuation Date multiplied by that Division's net
investment factor for the current valuation
period; plus

- Any portion of net premium received and
allocated to the Division during the current
valuation period; plus

- Any amounts transferred to the Division from the
General Account or from another Division during
the current valuation period; plus

- Any loan repayments allocated to the Division
during the current valuation period; plus

- That portion of any interest credited on
outstanding loans which is allocated to the
Division during the current valuation period;
minus

- Any amounts transferred plus any transfer charge
from the Division during the current valuation
period; minus

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- Any amount transferred from the Division to the
Loan Account during that valuation period; minus

- If a Monthly Anniversary occurs during the
current valuation period, any withdrawal due to
a pro rata surrender from the Division during
the current valuation period; minus

- If a Monthly Anniversary occurs during the
current valuation period, the portion of the
monthly deduction charged to the Division during
the current valuation period to cover the prior
policy month; plus

- If a Monthly Anniversary occurs during the
current valuation period, the portion of the
monthly mortality and expense risk charge
charged to the Division during the current
valuation period to cover the prior policy
month; plus

- If a Policy Anniversary occurs during the
current valuation period, the portion of the
dividend paid, if any, allocated to the
Division.

NET INVESTMENT The Net Investment Factor measures the investment
FACTOR performance of a Division during a valuation period.
The Net Investment Factor for each Division for a
valuation period is calculated as foIlows:

- The value of the assets at the end of the
preceding valuation period; plus

- The investment income and capital gains--
realized or unrealized--credited to the assets
in the valuation period for which the net
investment factor is being determined; minus

- The capital losses--realized or unrealized--
charged against those assets during the
valuation period; minus

- Any amount charged against each Division for
taxes, including any tax or other economic
burden resulting from the application of tax
laws that we determine to be properly
attributable to the Divisions of the Separate
Account, or any amount we set aside during the
valuation period as a reserve for taxes
attributable to the operation or maintenance of
each Division; divided by

- The value of the assets at the end of the
preceding valuation period.

LOAN ACCOUNT The cash value in the Loan Account as of the
CASH VALUE Investment Start Date is zero.

The cash value in the Loan Account on any day after
the Investment Start Date is equal to:

- The cash value in the Loan Account on the
preceding Valuation Date, with interest; plus

- Any amount transferred to the Loan Account from
the General Account on that day; plus

- Any amount transferred to the Loan Account from
the Divisions of the Separate Account on that
day; minus

- Any loan repayments on that day; plus

- If that day is a policy anniversary, an amount
due to cover the loan interest, If not paid by
you.

Cash value held in the Loan Account for loan
collateral will earn interest daily at an annual
rate of not less than the General Account Cash Value
Guaranteed Interest Rate shown on the Policy
Specifications page. Interest credited on the cash
value held In the Loan Account will be allocated at
least once a year to the General Account and the
Divisions of the

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Separate Account in the same proportion that the
cash value in each Loan SubAccount bears to the cash
value in the Loan Account.

COST The cost of insurance is deducted on the monthly
OF INSURANCE anniversary date for the prior month. The cost of
insurance is calculated daily as 1, below,
multiplied by the difference between 2 and 3 below:

1. The annual cost of insurance rate divided by
365.

2. The death benefit on that day, , divided by
1,000.

3. The cash value on that day divided by 1,000.

These daily charges will be accumulated and deducted
on the monthly anniversary.

ANNUAL COST At the beginning of each policy year, the annual
OF INSURANCE cost of insurance rate is determined. The
RATES annual cost of insurance rate is based on the
Attained Age, risk classification, sex and
completed policy years from the effective date of
the Initial face amount.

The annual cost of insurance rates will never exceed
the rates shown on the Table of Guaranteed Annual
Cost of Insurance Rates page. Any change in the cost
of insurance rates will apply to all persons of the
same age, sex, and classification whose initial face
amounts have been in force for the same length of
time.

INITIAL POLICY A policy charge will be deducted on the issue date
CHARGE from the cash value. The amount of the initial
policy charge is shown on the Policy Specifications
page.

MONTHLY The monthly deduction is:
DEDUCTION
1. The cost of Insurance; plus

2. On the issue date, the initial policy charge.

The monthly deduction for a policy month will be
allocated among the General Account and the
Divisions of the Separate Account in the same
proportion that the cash value in the General
Account and the cash value in each Division bears to
the total cash value of the policy, minus the cash
value in Loan Account on the Monthly Anniversary.

MONTHLY MORTALITY A mortality and expense risk charge will be deducted
AND EXPENSE from the cash value each policy month. A charge
RISK CHARGE will be calculated daily equal to the daily
mortality and expense risk charge percentage times
the Separate Account Cash Value on that day. These
daily charges will be accumulated and deducted on
the Monthly Anniversary.

The monthly mortality and expense risk charge for a
policy month will be allocated among the Divisions
of the Separate Account in the same proportion that
the cash value in each Division bears to the total
separate account cash value of the policy on the
Monthly Anniversary.

CASH SURRENDER The cash surrender value of this policy is:
VALUE
1. The cash value at the time of surrender; minus
2. The cost of insurance charge for the portion of
the policy month from the beginning of the
policy month to the date of surrender; minus
3. The monthly mortality and expense risk charge
for the portion of the policy month from the
beginning of the month to the date of surrender;
minus
4. Any loan and loan Interest accrued;

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SURRENDER You may surrender your policy for its cash surrender
value at any time during the lifetime of the
insured. We will determine the cash surrender value
as of the date we receive your written request at
our home office. The cash surrender value will not
be reduced by any monthly deduction due on that date
for a subsequent policy month.

PRO RATA After the first policy year, upon written request to
SURRENDER us, you can make a pro rata surrender of your
policy. The pro rata surrender can be any whole
number percentage of your policy. The pro rata
surrender will reduce the death benefit and the cash
value by the percentage chosen. The death benefit
decrease will be subject to the following
conditions:

1. The decrease will become effective on the
monthly anniversary on or following our receipt
of the request

2. You may allocate the decrease in cash value due
to the pro rata surrender among the General
Account and the Divisions of the Separate
Account. If you do not specify the allocation,
then the decrease in cash value will be
allocated among the General Account and the
Divisions of the Separate Account in the same
proportion that the cash value in the General
Account and the cash value in each Division
bears to the total cash value of the policy,
minus the cash value in the Loan Account on the
date of the pro rata surrender.

No pro rata surrender will be processed for less
than $500 or if it will reduce the cash value below
$10,000. A cash payment will be made to you for the
amount of cash value reduction.

POSTPONEMENT We will usually pay any amounts payable on surrender
OF PAYMENTS or policy loan allocated to the Divisions of the
OR TRANSFERS Separate Account within seven days after written
notice is received. We will usually pay any death
benefit proceeds within seven days after we receive
due proof of claim. Payment of any amount payable,
from the Divisions of the Separate Account, on
surrender, policy loan or death may be postponed
whenever:

1. The New York Stock Exchange is closed (other
than customary weekend and holiday closing) or
trading on the New York Stock Exchange is
restricted as determined by the SEC;

2. The SEC, by order, permits postponement for the
protection of policy owners; or

3. An emergency exists as determined by the SEC, as
a result of which disposal of securities is not
reasonably practicable or it is not reasonably
practicable to determine the value of the net
assets of the Separate Account.

We may defer payment of the portion of any amount
payable from the General Account on surrender for
not more than six months. If we defer payment for 30
days or more, we will pay Interest at the rate of
2 1/2% per year for the period of deferment.

Transfers may also be postponed under the
circumstances listed above.

We may defer payment of the portion of any policy
loan from the General Account for not more than six
months. No payment from the General Account to pay
premiums on this policy will be deferred.

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CONTINUATION The insurance provided under this policy, including
OF INSURANCE benefits provided by any rider attached to this
policy, will continue in accordance with the
provisions of this policy for as long as the cash
value less any loans and loan interest accrued is
sufficient to cover the monthly deductions. If the
cash value less any loans and loan interest is not
sufficient to cover a monthly deduction then a grace
period of 62 days will be provided for the payment
of a premium sufficient to cover the monthly
deduction.

BASIS OF The minimum cash values are based on 1) the Minimum
COMPUTATION Cash Value Mortality Table shown on the Policy
Specifications page; and 2) for amounts allocated to
the General Account, compound interest at an annual
rate of not less than the General Account Cash Value
Guaranteed Interest Rate shown on the Policy
Specifications page. There is no minimum cash value
guaranteed interest rate for amounts allocated to
the Divisions of the Separate Account.

Net single premiums are based on 1) the 7702 Table
as shown on the Policy Specifications page; and 2)
the General Account Cash Value Guaranteed Interest
Rate as shown on the Policy Specifications page.

All values are at least equal to those required by
any applicable law of the state that governs your
policy. We have filed a detailed statement of the
method of calculating cash values and reserves with
the insurance supervisory official of that state.

106021 6.07
(7/99)

10. PAYMENT OF POLICY BENEFITS

PAYMENT A lump sum payment will be made as provided on the
face page.

INTEREST ON We will pay interest on proceeds from the date of
PROCEEDS the Insured's death to the date of payment.
Interest will be at an annual rate determined by us,
but never less than the Guaranteed Interest Rate,
shown on the Policy Specifications page.

EXTENDED Provisions for settlement of proceeds different from
PROVISIONS a lump sum payment may only be made upon written
agreement with us.

00795 7.01
(7/99)

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

PARTICIPATING

GENERAL
AMERICAN
LIFE INSURANCE COMPANY
13045 TESSON FERRY RD.
St. LOUIS, MISSOURI 63128

100031
(7/99)

GENERAL AMERICAN POLICY NUMBER:
LIFE INSURANCE COMPANY
13045 TESSON FERRY RD. INSURED:
St. LOUIS, MISSOURI 63128

VARIABLE LIFE INSURANCE

Non-Participating

THE AMOUNT OF THE DEATH BENEFIT MAY INCREASE OR DECREASE UNDER THE
CONDITIONS DESCRIBED ON PAGE 4.01.

RIGHT TO EXAMINE POLICY

Signed for the company at its Home Office, St. Louis, Missouri 63128
(1-800-638-9294)

/s/ Robert J. Banstetter /s/ Richard A. Liddy
V.P., GENERAL COUNSEL CHAIRMAN, PRESIDENT
AND SECRETARY AND CEO

100030 0.01
(7/99)

ALPHABETIC GUIDE TO YOUR CONTRACT

Page

3.07 Addition, Deletion or Substitution of Investments
4.02 Allocation of Net Premiums
3.04 Assignments
6.07 Basis of Computation
3.02 Beneficiary
6.05 Cash Surrender Value
6.02 Cash Value
3.05 Change of Insured
3.04 Change of Owner or Beneficiary
3.04 Claims of Creditors
3.04 Conformity with Statutes
6.04 Cost of Insurance
4.01 Death Benefit
3.01 Definitions
6.02 General Account Cash Value
6.03 General Account Interest Rate
4.02 Grace Period
3.05 Incontestability
6.05 Initial Policy Charge

Page

7.01 Interest on Proceeds
3.01 Issue Date
6.04 Loan Account Cash Value
6.01 Loans
3.05 Misstatement of Age or Sex and Corrections
6.05 Monthly Deduction
6.04 Net Investment Factor
4.01 Net Premium
3.02 Owner
7.01 Payment of Policy Benefits
4.01 Payment of Premiums
4.01 Policy Proceeds
6.06 Postponement of Payments or Transfers
4.02 Reinstatement
3.04 Requests for Changes and/or Information
6.03 Separate Account Cash Value
3.05 Separate Account Provisions
3.05 Suicide Exclusion
6.05 Surrender
3.06 Transfers

Additional Benefit Riders, Modifications and Amendments, if any, and a
Copy of the Application are found following the final section.

100030 0.02
(7/99)

1. POLICY SPECIFICATIONS

GENERAL POLICY SPECIFICATIONS

INSURED [JOHN DOE]
POLICY NUMBER [16,000,001]
ISSUE DATE [JANUARY 1, 1998]
INITIAL FACE AMOUNT [$65,948]
INSURED AGE [35]
SEX [MALE]
RISK CLASSIFICATION [STANDARD
SMOKER]

INITIAL PREMIUM PAID [$20,000]
ANNUAL PREMIUM [$20,000]
FOR 1 YEAR
PREMIUM TAX CHARGE [2.25%]
FEDERAL TAX CHARGE [1.3%]
INITIAL POLICY CHARGE [$800.00]

SEPARATE ACCOUNT: [GENERAL AMERICAN SEPARATE ACCOUNT 11]

FORM BENEFITS - AS SPECIFIED IN POLICY
NUMBERS AND IN ANY RIDER

POLICY PLAN: VARIABLE LIFE INSURANCE

100030
11253
11254
11255
103028
104022
106020
00794

11253 1

2. POLICY SPECIFICATIONS

11253 2

<TABLE>
TABLE OF GUARANTEED ANNUAL COST OF INSURANCE RATES
RATES ARE PER $1,000

<CAPTION>
COVERAGE: VLI INSURED: JOHN DOE
POLICY NUMBER: 16,000,001 ISSUE DATE: JANUARY 1, 1998

ATTAINED AGE RATE ATTAINED AGE RATE ATTAINED AGE RATE
<S> <C> <C> <C> <C> <C>
35 2.63 57 18.09 79 113.49
36 2.81 58 19.69 80 121.59
37 3.04 59 21.35 81 130.41
38 3.30 60 23.19 82 140.20
39 3.60 61 25.26 83 151.03
40 3.94 62 27.59 84 162.49
41 4.34 63 30.23 85 174.20
42 4.75 64 33.14 86 185.78
43 5.22 65 36.29 87 197.06
44 5.71 66 39.57 88 209.37
45 6.27 67 43.01 89 221.52
46 6.83 68 46.55 90 233.69
47 7.44 69 50.32 91 246.12
48 8.08 70 54.48 92 259.33
49 8.80 71 59.09 93 276.30
50 9.50 72 64.33 94 298.15
51 10.44 73 70.23 95 329.96
52 11.42 74 76.66 96 384.55
53 12.54 75 83.77 97 480.20
54 13.80 76 91.10 98 657.98
55 15.14 77 98.52 99 1000.00
56 16.59 78 105.91 100+ 0.00
</TABLE>

THESE RATES ARE FOR THE BASE POLICY AT ISSUE. THEY ARE BASED ON THE 1980
COMMISSIONERS STANDARD ORDINARY MORTALITY TABLE FOR A MALE SMOKER.

11254

<TABLE>
VARIABLE INSURANCE ATTAINED AGE FACTORS

<CAPTION>
COVERAGE: VLI INSURED: JOHN DOE
POLICY NUMBER: 16,000,001 ISSUE DATE: JAN 1, 1998

ATTAINED ATTAINED ATTAINED
AGE RATE AGE RATE AGE RATE
<S> <C> <C> <C> <C> <C>

35 3.5667 57 1.8727 79 1.2600
36 3.4516 58 1.8282 80 1.2462
37 3.3406 59 1.7856 81 1.2330
38 3.2340 60 1.7448 82 1.2205
39 3.1315 61 1.7057 83 1.2087
40 3.0332 62 1.6684 84 1.1976
41 2.9389 63 1.6329 85 1.1874
42 2.8486 64 1.5992 86 1.1778
43 2.7621 65 1.5673 87 1.1686
44 2.6793 66 1.5371 88 1.1598
45 2.6000 67 1.5084 89 1.1511
46 2.5241 68 1.4811 90 1.1425
47 2.4514 69 1.4551 91 1.1336
48 2.3816 70 1.4301 92 1.1241
49 2.3146 71 1.4064 93 1.1137
50 2.2504 72 1.3837 94 1.1022
51 2.1888 73 1.3623 95 1.0895
52 2.1298 74 1.3422 96 1.0755
53 2.0734 75 1.3234 97 1.0604
54 2.0195 76 1.3060 98 1.0444
55 1.9682 77 1.2897 99 1.0266
56 1.9193 78 1.2744 100+ 1.0100
</TABLE>

11255

1. DEFINITIONS IN THIS POLICY

WE, US AND OUR General American Life Insurance Company.

YOU AND YOUR The owner of this policy. The owner may be someone
other than the Insured.

In the application the words "You" and "Your" refer
to the proposed Insured person(s).

INSURED The person whose life is insured under this policy.
See the Policy Specifications page.

ISSUE AGE The age of the Insured as of his or her nearest
birthday to the Issue Date.

ATTAINED AGE The Issue Age plus the number of completed policy
years. This includes any period during which this
policy was lapsed.

INVESTMENT The date the first premium is applied to the General
START DATE Account and/or the Divisions of the Separate
Account. This date will be the later of:

- The Issue Date of the policy; or
- The date we receive the first premium at our
home office.

MONTHLY The same date in each succeeding month as the Issue
ANNIVERSARY Date except that whenever the Monthly Anniversary
falls on a date other than a Valuation Date, the
Monthly Anniversary will be deemed the next
Valuation Date. If any Monthly Anniversary would be
the 29th, 30th, or 31st day of a month that does not
have that number of days, then the Monthly
Anniversary will be the last day of that month.

GENERAL ACCOUNT The assets held by us, excluding any loans, other
than those allocated to the Divisions of a Separate
Account.

LOAN ACCOUNT The account to which we will transfer from the
General Account and the Divisions of the Separate
Account the amount of any policy loan.

LOAN SUBACCOUNT A Loan SubAccount exists for the General Account and
each Division of the Separate Account. Any cash
value transferred to the Loan Account will be
allocated to the appropriate Loan SubAccount to
reflect the origin of the cash value. At any point
in time, the Loan Account will equal the sum of all
the Loan SubAccounts.

VALUATION DATE Each day that the New York Stock Exchange is open
for trading, we are open for business and the SEC
has not restricted trading or declared an emergency.

SEC The United States Securities and Exchange
Commission.

103028 3.01
(7/99)

2. PERSONS WITH AN INTEREST IN THE POLICY

OWNER The owner of this policy is as shown in the
application, or in any supplemental agreement
attached to this policy, unless later changed as
provided in this policy. If there is more than one
owner at a given time, all must exercise the rights
of ownership by joint action. Ownership may be
changed in accordance with the Change of Owner or
Beneficiary provision.

You, as owner, are entitled to exercise all
ownership rights provided by this policy, while it
is in force. Any person whose rights of ownership
depend upon some future event will not possess any
present rights of ownership. If the owner is a
trustee(s), we may act in reliance upon the written
request of any trustee and we are not responsible
for proper administration of the trust. Unless
otherwise provided, the final owner will be the
estate of the last owner to die.

BENEFICIARY The beneficiary to receive the proceeds in the event
of the Insured's death is as shown in the
application or in any supplemental agreement
attached to this policy, unless later changed as
provided in the policy. You may change the
beneficiary In accordance with the Change of Owner
or Beneficiary provision. Unless otherwise stated,
the beneficiary has no rights in this policy before
the death of the Insured. If there is more than one
beneficiary at the death of the Insured, each will
receive equal payments unless otherwise provided.
Unless you provide otherwise, if a beneficiary dies
prior to the Insured's death, that beneficiary's
share will be paid to the living beneficiaries of
that class. The deceased beneficiary's share will be
paid in the same proportion as the living
beneficiaries' shares. If there are no beneficiaries
living when the Insured dies, or at the end of any
Common Disaster period, the proceeds (commuted if
required) will be payable to you, if you are living,
or to your estate.

Any payment we make will terminate our liability
with respect to such payment. If the Insured
designates specific amounts to be paid to specific
beneficiaries and the total of those amounts is
other than the amount of proceeds payable, the
proceeds payable will be adjusted and paid in the
same proportion as the specific amounts were to be
paid.

Any term used in the masculine, feminine, singular
or plural, will Include or be the opposite gender or
number where necessary.

If any beneficiary designation in the application
includes any of the following provisions, the terms
of that provision shown below will apply:

1. PER STIRPES. The share of a deceased
beneficiary will be paid to that beneficiary's
surviving children, equally.

103028 3.02
(7/99)

4. TRUST UNDER WILL. When we receive at our Home
Office:

a) Certified copies of the Last Will and
Testament of the named testator; and
b) The order admitting the Will to probate;
and if such Will created a trust capable of
receiving proceeds;

then we will pay the proceeds to the trustee.

then we will pay the proceeds to you, unless
otherwise provided.

5. TRUST UNDER SEPARATE WRITTEN AGREEMENT. When we
receive at our Home Office a written statement
from the trustee named in the beneficiary
designation that:

a) the trust agreement is in force; and
b) the agreement permits the trustee to
receive the proceeds; then we will pay the
proceeds to the trustee.

If, before we receive the trustee's statement,
satisfactory proof is furnished that:

a) the trust agreement is not In effect; or
b) the agreement does not permit the trustee
to receive the proceeds;

then we will pay the proceeds to you, unless
otherwise provided.

103028 3.03
(7/99)

CHANGE OF During the Insured's lifetime you may change the
OWNER OR ownership and beneficiary designations,
BENEFICIARY subject to any restrictions as stated in the Owner
or Beneficiary provisions. You must make the change
in written form satisfactory to us. If acceptable to
us the change will take effect as of the time you
signed the request, whether or not the Insured is
living when we receive your request at our home
office. The change will be subject to any assignment
of this policy or other legal restrictions. It will
also be subject to any payment we made or action we
took before we received your written notice of the
change. We have the right to require the policy for
endorsement before we accept the change.

If you are also the beneficiary of the policy at the
time of the Insured's death, you may designate some
other person to receive the proceeds of the policy
within 60 days after the Insured's death.

ASSIGNMENTS We will not be bound by an assignment of the policy
or of any interest in it unless:
1. The assignment is made as a written instrument,
2. You file the original instrument or a certified
copy with us at our home office, and
We send you an acknowledged copy.
We are not responsible for determining the validity
of any assignment.

If a claim is based on an assignment, we may require
proof of interest of the claimant. A valid
assignment will take precedence over any claim of a
beneficiary.

REQUESTS FOR Submit all requests for change and/or information in
CHANGE AND/OR writing to our home office - General American Life Insurance
INFORMATION Company, P.O. Box 14490, St. Louis, MO 63178.

3. GENERAL PROVISIONS

THE CONTRACT We have issued this policy in consideration of the
application and payment of premiums. The policy, the
application for it and any riders constitute the
entire contract and are attached to and made a part
of the policy when the insurance applied for is
accepted. A copy of any application for
reinstatement will be sent to you for attachment to
this policy and will become part of the contract of
reinstatement and of this policy. The policy may be
changed by mutual agreement. Any change must be in
writing and approved by our President, Vice-
President or Secretary. Our agents have no authority
to alter or modify any terms, conditions, or
agreements of this policy, or to waive any of its
provisions.

CONFORMITY WITH If any provision in this policy is in conflict with
STATUTES the laws of the state which govern this policy, the
provision will be deemed to be amended to conform
with such laws. In addition, we reserve the right to
change this policy if we determine that a change is
necessary to cause this policy to comply with, or
give you the benefit of, any federal or state
statute, rule, or regulation, including, but not
limited to, requirements for life insurance
contracts under the Internal Revenue Code, or its
regulations or published rulings.

All statements made by the Insured or on his or her
behalf, or by the applicant, will be deemed
representations and not warranties, except In the
case of fraud. Material misstatements will not be
used to void the policy, any rider or any increase
in face amount or deny a claim unless made in the
application for a policy, a rider or an increase in
face amount.

To the extent permitted by law, neither the policy
nor any payment under it will be subject to the
claims of creditors or to any legal process.

103028 3.04
(7/99)

If, at any time during the first two policy years,
you request in writing the transfer of the cash
value held in the Divisions of the Separate Account
to the General Account and you indicate that you are
making this transfer in exercise of your conversion
rights, the transfer will not be subject to a
transfer charge or transfer limits, if any. At the
time of such transfer, there will not be any effect
on the policy's death benefit, face amount, net
amount at risk, rate class or Issue Age.

If you exercise your one time conversion right, we
will automatically allocate all future net premiums
to the General Account. Transfers to the Divisions
of the Separate Account will not be permitted after
exercise of the conversion right.

If we make any payment or policy changes in good
faith, relying on our records, or evidence supplied
to us, our duty will be fully discharged. We reserve
the right to correct any errors in the policy.

INCONTESTABILITY We cannot contest this policy after it has been in
force during the lifetime of the Insured for two
years from its Issue Date. We cannot contest any
reinstatement of this policy, with regard to
material misstatements made concerning such
reinstatement, after it has been in force during the
lifetime of the Insured for a period of two years
from the date we approve the reinstatement. This
provision will not apply to any rider which contains
its own incontestability clause.

SUICIDE EXCLUSION If the Insured dies by suicide, while sane or
insane, within two years from the Issue Date (or
within the maximum period permitted by law of the
state in which this policy was delivered, if less
than two years), the amount payable will be limited
to the amount of premiums paid, less any outstanding
policy loans with interest to the date of death, and
less any pro rata surrenders.

CHANGE OF While this policy is in force, you may change the
INSURED Insured. To do this, you must meet the requirements
established by us. Any rider attached to this policy
may be continued only with our consent. We reserve
the right to charge a nominal fee for processing a
change of insured.

ANNUAL REPORT Each year a report will be sent to you which shows
the current policy values, premiums paid and
deductions made since the last report, and any
outstanding policy loans.

4. SEPARATE ACCOUNT PROVISIONS

SEPARATE ACCOUNT The variable benefits under this policy are provided
through investments in the Separate Account listed
on the Policy Specifications page. This account is
used for flexible premium variable life Insurance
policies and, if permitted by law, may be used for
other policies or contracts as well.

103028 3.05
(7/99)

We hold the assets of the Separate Account. These
assets are held separately from the assets held in
the General Account. Income, gains and losses--
whether or not realized--from assets allocated to
the Separate Account will be credited to or charged
against the account without regard to our other
income, gains and losses.

The portion of the assets held by the Separate
Account equal to the reserves and other policy
liabilities with respect to the Separate Account
will not be charged with liabilities that arise from
any other business we may conduct. We have the right
to transfer to our General Account any assets of the
Separate Account which are in excess of the reserves
and other policy liabilities of the Separate
Account.

The investment policy of the Separate Account will
not be changed without the approval of the Insurance
Commissioner of the State of Missouri. The approval
process is on file with the Insurance Commissioner
of the state in which this policy was delivered.

DIVISIONS The Separate Account has several Divisions. Each
Division invests in a corresponding investment
portfolio from one or more registered investment
companies.

Income, gains and losses--whether or not realized--
from the assets of each Division of the Separate
Account are credited to or charged against that
Division without regard to income, gains or losses
in other Divisions of the Separate Account or in the
General Account.

We will value the assets of each Division of the
Separate Account at the end of each valuation
period. A valuation period is the period between two
successive Valuation Dates. A Valuation Date is any
day that benefits vary and on which the New York
Stock Exchange and our home office are open for
business or any other day that may be required by
any applicable Securities and Exchange Commission
Rules and Regulations.

These transfers will be subject to the following
conditions:

- We must receive a request for transfer in a form
acceptable to us.

- Transfers from or among the Divisions of the
Separate Account must be at least $500.00 or the
entire amount you have in a Division, if
smaller.

1. The cash surrender value of the General
Account at the beginning of that policy
year multiplied by the General Account
Maximum Transfer Percent Limit, as shown
on the Policy Specifications page.

2. The previous year's General Account
maximum transfer amount.

- The General Account Cash Value immediately after
any transfer in to the General Account cannot
exceed 1. below, multiplied by 2., below:

103028 3.06
(7/99)

1. The General Account Cash Value plus the
Separate Account Cash Value.
2. The General Account Maximum Allocation
Percent as shown on the Policy
Specifications page.

We may revoke or modify the transfer privilege at
any time, including the minimum amount transferable,
the General Account Maximum Allocation Percent, and
the transfer charge, if any.

103028 3.07
(7/99)

5. POLICY BENEFITS

POLICY PROCEEDS The policy proceeds are:

1. The death benefit; plus
2. The monthly cost of insurance for the portion of
the policy month from the beginning of the
policy month to the date of death; minus
3. The monthly mortality and expense risk charge
for the portion of the month from the beginning
of the policy month to the date of death; minus
4. Any loan and loan interest due.

6. PREMIUMS AND GRACE PERIOD

Premiums after the first are payable in the amount
and at the interval shown on the Policy
Specifications page.

NET PREMIUM The net premium is:
1. The premium paid; minus

2. The premium paid multiplied by the Premium Tax
Charge as shown on the Policy Specifications
page; minus

3. The premium paid multiplied by the Federal Tax
Charge as shown on the Policy Specifications
page.

104022 4.01
(7/99)

other governing jurisdictions. We will amend your
policy to show the current premium tax rate, if
changed.

1. The General Account Cash Value plus the Separate
Account Cash Value.

2. The General Account Maximum Allocation Percent
as shown on the Policy Specifications page.

The initial allocation is shown on the application,
a copy of which is attached. We may modify the
General Account Maximum Allocation Percent at any
time.

If the revised scheduled premium remains unpaid at
the end of any grace period, then no further
premiums are payable.

REINSTATEMENT You may reinstate your premium payments within 5
years after the date of default of a premium payment
if the policy has not been surrendered and:

1. You submit a written request for reinstatement;
and

2. You submit proof satisfactory to us that the
Insured is insurable by our standards; and

3. You pay all overdue premiums with interest
accumulated at 6% per year compounded annually
to the date of reinstatement; and

4. You pay or reinstate any policy loan (if the
reinstated policy has sufficient value) with
interest at the applicable loan interest rate;
and

104022 4.02
(7/99)

5. The insured is alive on the date we approve the
request for reinstatement. If the insured is
not alive, such approval is void with no effect.

104022 4.03
(7/99)

<PAGE>
<PAGE>
7. LOANS

1. Any existing loans; and

2. Loan interest to the next loan interest due
date; and

3. Every monthly deduction due to the next loan
interest due date;

LOAN INTEREST The accrued loan interest will be due the earliest
DUE DATE of:

FIXED LOAN The fixed loan interest rate is 4.50% for policy
INTEREST RATES years 1 through 10, 4.25% for policy years 11 and
later. Loan interest is payable In arrears.

LOAN All funds received will be credited to your policy
REPAYMENTS as a premium unless clearly marked for loan
repayment.

106020 6.01
(7/99)

If you fail to make repayments when the total loan
and loan interest due would exceed the cash value,
your policy will terminate. We will allow you a
grace period for such payment of loans and loan
interest due. In such event the policy becomes void
at the end of the grace period. We will mail notice
to your last known address, and that of any assignee
of record. This grace period will expire 62 days
from the Monthly Anniversary immediately before the
date the total loan and loan interest exceeds the
cash value less any surrender charges; or 31 days
after such notice has been mailed, If later.

8. CASH VALUES

CASH VALUE If this policy is in force beyond the Insured's
AFTER ATTAINED Attained Age 100, the cash value of your policy will
AGE 100 be determined in the same manner as described below;
except no deductions will be made for monthly cost
of insurance charges. Premiums can not be paid after
the Insured attains age 100.

GENERAL ACCOUNT The cash value in the General Account as of the
CASH VALUE Investment Start Date is equal to:

- The portion of the initial net premium received
and allocated to the General Account minus
- The portion of the monthly deductions due from
the Issue Date through the Investment Start Date
charged to the General Account.

The cash value in the General Account on any day
after the Investment Start Date is equal to:

- The cash value on the preceding Valuation Date,
with Interest on such value at the current rate;
plus

- Any loan repayments allocated to the General
Account on that day; plus

- Any portion of net premium received and
allocated to the General Account on that day;
plus

- Any amounts transferred to the General Account
on that day; plus

- That portion of any interest credited on
outstanding loans which is allocated to the
General Account on that day; minus

- Any amount transferred plus any transfer charge
from the General Account to the Divisions of the
Separate Account on that day; minus

106020 6.02
(7/99)

- Any amount transferred from the General Account
to the Loan Account on that day; minus

- If that day Is a Monthly Anniversary, any
withdrawal due to a pro rata surrender made from
the General Account on that day; minus

- If that day is a Monthly Anniversary, the
portion of the monthly deduction charged to the
General Account, to cover the prior policy
month.