MUTUAL OF AMERICA SEPARATE ACCOUNT 3, S-6/A, 1999-11-17

MUTUAL OF AMERICA SEPARATE ACCOUNT 3
S-6/A, 1999-11-17

Previous: PLANETRX COM, 10-Q, 1999-11-17

Next: HEALTHEXTRAS INC, S-1/A, 1999-11-17

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 17, 1999

REGISTRATION NO. 333-83413

---------------
FORM S-6

PRE-EFFECTIVE AMENDMENT NO. 1
TO REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

---------------
MUTUAL OF AMERICA SEPARATE ACCOUNT NO. 3
(EXACT NAME OF TRUST)

MUTUAL OF AMERICA LIFE INSURANCE COMPANY
(NAME OF DEPOSITOR)

---------------
320 PARK AVENUE
NEW YORK, NEW YORK 10022
(ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)

---------------
PATRICK A. BURNS, ESQ.
SENIOR EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
MUTUAL OF AMERICA LIFE INSURANCE COMPANY
320 PARK AVENUE, NEW YORK, NEW YORK 10022
(NAME AND ADDRESS OF AGENT FOR SERVICE)

---------------
COPY TO:
W. RANDOLPH THOMPSON, OF COUNSEL
JONES & BLOUCH L.L.P.

SUITE 410 EAST

1025 THOMAS JEFFERSON ST. NW
WASHINGTON, D.C. 20007

---------------
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after
the effective date of the Registration Statement.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

CROSS-REFERENCE SHEET
(FILE NO. 333-83413, VUL POLICIES)

<TABLE>
<CAPTION>
FORM N-8B-2
ITEM NO. CAPTION IN PROSPECTUS
- ------------ -------------------------------------------------------------------------------------------------------
<S> <C>
1 Cover Page
2 Cover Page; About Mutual of America and Our Separate Account No. 3
3 Not Applicable
4 About Mutual of America and Our Separate Account No. 3; Administrative Matters -- Distribution of the
Policies
5 About Mutual of America and Our Separate Account No. 3
6 About Mutual of America and Our Separate Account No. 3
7 Not applicable
8 Not applicable
9 Other Matters -- Legal Proceedings
10 Purchase of a Policy; Payment of Premiums; Access to Your Account Balance; Federal Tax Considerations;
Your Voting Rights for Meetings of the Underlying Funds; Fund and Other Changes We May Make
11 Underlying Funds Invested in by Our Separate Account
12 Cover Page; Underlying Funds Invested in by Our Separate Account
13 Charges and Deductions You Will Pay; Payment of Premiums
14 Purchase of a Policy -- Policy Issue
15 Payment of Premiums; Your Account Balance in the Separate Account Funds
16 Your Account Balance in the Separate Account Funds
17 Access to Your Account Balance; How to Contact Us and Give Us Instructions
18 Not Applicable
19 Administrative Matters -- Notices, Confirmation Statements and Reports to Policyowners
20 Not Applicable
21 Access to Your Account Balance -- Policy Loans
22 Not Applicable
23 Omitted
24 Administrative Matters; Other Information
25 About Mutual of America and Our Separate Account No. 3
26 Charges and Deductions You Will Pay
27 About Mutual of America and Our Separate Account No. 3
28 Our Executive Officers and Directors
29 About Mutual of America and Our Separate Account No. 3 -- Mutual of America
30 Not Applicable
31 Omitted
32 Not Applicable
33 Not Applicable
34 Not Applicable
35 Omitted
36 Not Applicable
37 Not Applicable
38 Administrative Matters -- Distribution of the Policies
39 Administrative Matters -- Distribution of the Policies
40 Not Applicable
41 Omitted
42 Not Applicable
43 Not Applicable
44 You Account Balance in the Separate Account Funds
45 Not Applicable
46 Your Account Balance in the Separate Account Funds; Access to Your Account Value; Our General Account
47 Not Applicable
48 Not Applicable
49 Not Applicable
50 About Mutual of America and Our Separate Account No. 3 -- The Separate Account
51 About Mutual of America and Our Separate Account No. 3; Purchase of a Policy; Payment of Premiums;
Insurance Benefits Upon Death of the Insured Person
52 Funding and Other Changes We May Make
53 Federal Tax Considerations
54 Not Applicable
55 Not Applicable
56 Not Applicable
57 Not Applicable
58 Not Applicable
59 Financial Statements
</TABLE>

<PAGE>
PROSPECTUS
----------------------------------------------------------------------------

VARIABLE UNIVERSAL LIFE INSURANCE POLICIES

ISSUED BY
MUTUAL OF AMERICA LIFE INSURANCE COMPANY
320 PARK AVENUE, NEW YORK, NEW YORK 10022
THROUGH ITS

SEPARATE ACCOUNT NO. 3
----------------------------------------------------------------------------

THE POLICIES - We offer variable universal life insurance policies
(POLICIES), without a sales charge. The Policies are designed to provide you
with life insurance protection, while giving you flexibility in the timing
and amount of premiums you pay. You also have some flexibility in the amount
of insurance coverage available to you.

In this Prospectus, a POLICYOWNER or YOU means a person to whom we have
issued a Policy. You should note that the purchase of a Policy as a
replacement for any existing insurance coverage you have may not be
advisable.

INVESTMENT ALTERNATIVES FOR YOUR ACCOUNT BALANCE - You may allocate your
Account Balance to any of the Funds of Mutual of America Separate Account
No. 3 (the SEPARATE ACCOUNT) or to our General Account. You may transfer all
or any part of your Account Balance among the Funds and the Separate Account
at any time, without charge.

The Separate Account Funds invest in similarly named funds or portfolios of
mutual funds (the UNDERLYING FUNDS), which will have varying investment
returns and performance. The Underlying Funds currently are:

o MUTUAL OF AMERICA INVESTMENT CORPORATION: Equity Index Fund, All America
Fund, Mid-Cap Equity Index Fund, Aggressive Equity Fund, Composite Fund,
Bond Fund, Mid-Term Bond Fund, Short-Term Bond Fund and Money Market
Fund;

o SCUDDER VARIABLE LIFE INVESTMENT FUND: Capital Growth Portfolio, Bond
Portfolio and International Portfolio;

o VARIABLE INSURANCE PRODUCTS FUNDS OF FIDELITY INVESTMENTS(R):
Equity-Income Portfolio of the Variable Insurance Products Fund, and
Contrafund Portfolio and Asset Manager Portfolio of the Variable
Insurance Products Fund II;

o CALVERT SOCIAL BALANCED PORTFOLIO of Calvert Variable Series, Inc.; and

o AMERICAN CENTURY VP CAPITAL APPRECIATION FUND of American Century
Variable Portfolios, Inc.

WE DO NOT GUARANTEE THE INVESTMENT PERFORMANCE OF ANY SEPARATE ACCOUNT FUND.
You bear the entire investment risk, including the risk of a decline in
value, for amounts you allocate to a Separate Account Fund.

We pay a fixed rate of interest on your Account Balance in our General
Account, and we change the rate from time to time. This Prospectus describes
the Separate Account Fund Investment Alternatives, but there is a brief
description of the General Account under the heading "Our General Account".

PROSPECTUSES - You should read this Prospectus carefully before you purchase
a Policy, and you should keep it for future reference. Attached to this
Prospectus are the prospectuses for the Underlying Funds. This Prospectus is
not valid unless the prospectuses of the Underlying Funds are attached to
it.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

DATED: DECEMBER , 1999

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
INTRODUCTION AND SUMMARY ........................................... 1
ASSUMPTION OF AMERICAN LIFE POLICIES ............................... 5
PURCHASE OF A POLICY ............................................... 6
Policy Issue ...................................................... 6
Basic Death Benefit Plan .......................................... 6
Supplemental Insurance Benefits ................................... 7
Changes in the Face Amount of Your Policy ......................... 7
PAYMENT OF PREMIUMS ................................................ 8
Scheduled Premiums ................................................ 8
Unscheduled Premiums .............................................. 9
Limitation on Premiums ............................................ 9
Allocation of Premiums ............................................ 9
Dollar Cost Averaging ............................................. 9
Policy Lapse and Reinstatement .................................... 9
UNDERLYING FUNDS INVESTED IN BY OUR SEPARATE ACCOUNT ............... 10
Investment Advisers for the Underlying Funds ...................... 13
YOUR ACCOUNT BALANCE IN THE SEPARATE ACCOUNT FUNDS ................. 14
OUR GENERAL ACCOUNT ................................................ 15
ACCESS TO YOUR ACCOUNT BALANCE ..................................... 16
Surrender of Policy ............................................... 16
Partial Withdrawals of Account Balance ............................ 16
Your Right to Transfer Among Investment Alternatives .............. 16
How to Tell Us an Amount for Transfers or Partial Withdrawals ..... 16
Policy Loans ...................................................... 17
Accelerated Benefit for Terminal Illness .......................... 18
Maturity Benefit .................................................. 19
When We May Postpone Payments ..................................... 19
INSURANCE BENEFITS UPON DEATH OF INSURED PERSON .................... 20
Death Proceeds .................................................... 20
Basic Death Benefit ............................................... 20
Corridor Percentages .............................................. 20
Payment Options ................................................... 21
CHARGES AND DEDUCTIONS YOU WILL PAY ................................ 22
Cost of Insurance Charges ......................................... 22
Administrative Charges ............................................ 23
Mortality and Expense Risks Charges ............................... 23
Supplemental Insurance Benefits Fee ............................... 23
Accelerated Benefit Fee ........................................... 23
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Premium and Other Taxes ....................................... 24
Changes in Policy Cost Factors ................................ 24
Fees and Expenses of Underlying Funds ......................... 24
HOW TO CONTACT US AND GIVE US INSTRUCTIONS ..................... 25
Contacting Mutual of America .................................. 25
Requests by Telephone ......................................... 25
Where You Should Direct Requests .............................. 25
ABOUT MUTUAL OF AMERICA AND OUR SEPARATE ACCOUNT NO. 3 ......... 26
FEDERAL TAX CONSIDERATIONS ..................................... 27
Obtaining Tax Advice .......................................... 27
Tax Status of the Policies .................................... 27
Tax Treatment of Policy Benefits and Access of Account Balance 28
Policy Loan Interest .......................................... 29
Estate Taxes .................................................. 30
YOUR VOTING RIGHTS FOR MEETINGS OF THE UNDERLYING FUNDS ........ 30
USE OF STANDARD & POOR'S INDICES ............................... 30
FUNDING AND OTHER CHANGES WE MAY MAKE .......................... 31
ADMINISTRATIVE MATTERS ......................................... 31
Year 2000 Compliance .......................................... 31
Notices, Confirmation Statements and Reports to Policyowners .. 32
Miscellaneous Policy Provisions ............................... 32
Distribution of the Policies .................................. 33
OTHER INFORMATION .............................................. 33
OUR EXECUTIVE OFFICERS AND DIRECTORS ........................... 34
DEFINITIONS WE USE IN THIS PROSPECTUS .......................... 36
POLICY ILLUSTRATIONS ........................................... 39
Face Amount $100,000........................................... 40
Face Amount $500,000........................................... 48
FINANCIAL STATEMENTS ........................................... 52
</TABLE>

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
WE MAY NOT LAWFULLY OFFER THE POLICIES FOR SALE. WE HAVE NOT AUTHORIZED ANY
PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION
WITH THIS OFFERING OTHER THAN THOSE IN THIS PROSPECTUS. IF ANY PERSON GIVES
OR MAKES ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS TO YOU, YOU MUST
NOT RELY ON THEM IN MAKING YOUR DECISION OF WHETHER OR NOT TO PURCHASE A
POLICY.
<PAGE>

INTRODUCTION AND SUMMARY

THE DISCUSSION BELOW IS A SUMMARY OF INFORMATION IN THE PROSPECTUS. The
references in the Summary direct you to particular sections in the
Prospectus where you will find more detailed explanations. You will find
definitions under "Definitions We Use in This Prospectus".

THE POLICY WE OFFER
----------------------------------------------------------------------------

The Policy is a variable universal life insurance policy. It enables you,
within certain limits, to accommodate changes in your insurance needs and
changes in your financial condition. REFER TO "PURCHASE OF A POLICY".

As a life insurance policy, the Policy provides for:

o a death benefit, based either on the Face Amount of the Policy, or on
the Face Amount of the Policy plus the Account Balance, depending on
the type of Basic Death Benefit you select for your Policy,

o Policy Loans,

o a variety of death proceeds payment options, and

o other features traditionally associated with life insurance, such as
optional supplemental benefits.

As a variable universal life policy, the Policy provides for:

o an Account Balance that varies based on the Investment Alternatives you
select,

o allocation of your premiums and transfer of your Account Balance among
the Investment Alternatives, and

o flexibility in the timing and amount of premium payments and, subject
to certain restrictions, the amount of insurance coverage.

You may purchase a Policy from us if your state's insurance department has
approved our policy form and we may legally sell the Policy to you.

YOUR PREMIUM PAYMENTS
----------------------------------------------------------------------------

We will provide you with an amount of scheduled premiums, based on the
initial Face Amount you select. We will send you premium notices for
scheduled premiums, unless you have authorized withdrawals from your banking
account or other account or unless premiums are payable under a Payroll
Deduction Program.

You may adjust the timing and amount of your premium payments to suit your
individual circumstances, within certain limits. You may pay unscheduled
premiums, skip scheduled premiums, or increase or decrease your scheduled
premium. Each scheduled or unscheduled premium must be at least $50, except
that there is no minimum scheduled premium for Policies with a Payroll
Deduction Rider. REFER TO "PAYMENT OF PREMIUMS".

CHOICE OF BASIC DEATH BENEFIT
----------------------------------------------------------------------------

You may choose as your Basic Death Benefit either a Face Amount Plan, which
generally provides a level death benefit equal to the Face Amount, or a Face
Amount Plus Plan, which provides for a death benefit that varies as your
Account Balance changes. Subject to certain restrictions, you may change
from one Plan to the other while the insured is still living. We pay a death
benefit to the beneficiary upon the death of the insured person under the
Policy. REFER TO "INSURANCE BENEFITS UPON DEATH OF INSURED PERSON".

-1-
<PAGE>

SUPPLEMENTAL BENEFITS BY RIDER TO POLICY
----------------------------------------------------------------------------

We may make available one or more supplemental insurance benefits under your
Policy, each by the addition of a rider for which you would pay an
additional monthly fee. REFER TO "PURCHASE OF A POLICY -- SUPPLEMENTAL
INSURANCE BENEFITS".

INVESTMENT ALTERNATIVES FOR YOUR ACCOUNT BALANCE
----------------------------------------------------------------------------

You may allocate your premiums among the General Account and one or more of
the Separate Account Funds. You may change your allocation instructions at
any time for future premiums. You may transfer all or part of your Account
Balance among the available Investment Alternatives at any time. REFER TO
"ACCESS TO YOUR ACCOUNT BALANCE".

THE GENERAL ACCOUNT. We pay interest on the portion of your Account Balance
you allocate to our General Account, at an effective annual rate of at least
3%. In our discretion, we change the current rate of interest from time to
time. We have the full investment risk for amounts you allocate to the
General Account. We sometimes refer to the General Account Investment
Alternative as the Interest Accumulation Account.

This Prospectus serves as a disclosure document for the Separate Account
Investment Alternatives under the Policies. REFER TO "OUR GENERAL ACCOUNT"
FOR A BRIEF DESCRIPTION OF THE GENERAL ACCOUNT.

THE SEPARATE ACCOUNT. The Separate Account has Funds, or sub-accounts. The
name of each Fund corresponds to the name of its Underlying Fund. When you
allocate premiums or transfer Account Balance to a Separate Account Fund,
the Fund purchases shares in its Underlying Fund. A Separate Account Fund is
called a "variable option", because you have the investment risk that your
Account Balance in the Fund will increase or decrease based on the
investment performance of the Underlying Fund. The Mid-Cap Equity Index Fund
is available to you upon its approval by your State's insurance department.

UNDERLYING FUNDS INVESTED IN BY THE SEPARATE ACCOUNT
----------------------------------------------------------------------------

The Separate Account Funds currently invest in seventeen Underlying Funds,
which have different investment objectives, investment policies and risks.
YOU SHOULD REFER TO "UNDERLYING FUNDS INVESTED IN BY OUR SEPARATE ACCOUNT"
FOR MORE INFORMATION ABOUT THE UNDERLYING FUNDS' INVESTMENT OBJECTIVES, AND
TO THE PROSPECTUSES OF THE UNDERLYING FUNDS THAT ARE ATTACHED TO THIS
PROSPECTUS.

CHARGES UNDER YOUR POLICY
----------------------------------------------------------------------------

We deduct several charges from the net assets of each Separate Account Fund.
REFER TO "CHARGES AND DEDUCTIONS YOU WILL PAY". The charges include:

o an administrative expense charge at an annual rate of 0.40% (except
that currently the annual rate for the American Century VP Capital
Appreciation Fund is 0.20% and the annual rate for the Funds that
invest in the Fidelity Portfolios is 0.30%); and

o a risk charge at an annual rate of 0.70% for assuming certain mortality
risks under the Policies, and a charge at an annual rate of 0.15% for
assuming certain expense risks under the Policies.

We deduct certain monthly charges directly from your Account Balance. REFER
TO "CHARGES AND DEDUCTIONS YOU WILL PAY". The monthly charges include:

o an administrative expense charge of $2.00 if you have an Account
Balance of $2,400 or more during the month, or 1/12 of 1% of the
Account Balance (which will be less than $2.00) if your Account Balance
is less than $2,400 for that month, except that we waive the charge if
your Account Balance is less than $300 for the month.

o a cost of insurance charge to pay for the life insurance we provide
under the Policy; and

o a deduction to pay the cost of any riders to your Policy.

-2-
<PAGE>

Cost of insurance rates will depend on the age of the insured person at the
beginning of the most recent Policy Year and whether the insured person is
in a standard or substandard premium class. For Policies without a Payroll
Deduction Rider, the gender of the insured person will impact cost of
insurance rates, with different rates for men and women. For Policies with a
Payroll Deduction Rider, cost of insurance rates are unisex.

EXPENSES OF THE UNDERLYING FUNDS. A Separate Account Fund's value is based
on the shares it owns of the Underlying Fund. As a result, the investment
management fees and other expenses the Underlying Funds pay will impact the
value of the Separate Account Funds. You should refer to the attached
prospectuses of the Underlying Funds for a complete description of their
expenses and deductions from net assets.

During 1998, the Underlying Funds incurred the following total operating
expenses as a percentage of net assets:

Mutual of America Investment Corporation Funds: Money Market -- .25%; Equity
Index -- .125%; each of All America, Bond, Short-Term Bond, Mid-Term Bond
and Composite -- .50%; and Aggressive Equity -- .85%. The expenses shown
are management fees. The Funds' adviser voluntarily pays the Funds'
operating expenses other than transaction costs and extraordinary expenses.

Scudder Variable Life Portfolios: Capital Growth -- .50% (.46% management
fee and .04% other expenses); Bond -- .57% (.48% management fee and .09%
other expenses); International -- 1.04% (.87% management fee and .17% other
expenses).

Fidelity Portfolios: VIP Equity-Income -- .58% (.49% management fee and .09%
other expenses); VIP II Contrafund -- .70% (.59% management fee and .11%
other expenses); and VIP II Asset Manager -- .64% (.54% management fee and
.10% other expenses).

Calvert Social Balanced Portfolio -- .88% (.70% management fee and .18%
other expenses).

American Century VP Capital Appreciation Fund -- 1.00% as a management fee.
The Fund's adviser pays its operating expenses other than transaction
costs, fees of non-interested directors and extraordinary expenses.

PARTIAL WITHDRAWALS AND SURRENDER OF POLICY; TRANSFERS OF ACCOUNT BALANCE
----------------------------------------------------------------------------

You may make partial withdrawals of your Account Balance (minus any Policy
Loans) or surrender the Policy and receive the Surrender Proceeds due under
the Policy. You may take any of these actions prior to the Maturity Date of
the Policy when the insured person is still living. We may take up to seven
days following receipt of your withdrawal request to process the request and
mail a check to you. REFER TO "ACCESS TO YOUR ACCOUNT BALANCE".

You may transfer all or a portion of your Account Balance among the
Investment Alternatives. REFER TO "ACCESS TO YOUR ACCOUNT BALANCE -- YOUR
RIGHT TO TRANSFER AMONG INVESTMENT ALTERNATIVES".

We currently do not assess a charge for transfers or withdrawals under the
Policies. We reserve the right, however, to impose a charge for transfers or
withdrawals in the future.

YOUR RIGHT TO BORROW FROM THE POLICY
----------------------------------------------------------------------------

You may borrow up to 95% of your Account Balance in the General Account,
minus any existing Policy Loans. Each Policy Loan must be for at least $500,
and you must assign the Policy to us as collateral. We will charge you
interest on the Policy Loan, and we may change the interest rate from time
to time. We deduct any Policy Loans from the amount otherwise due you upon
the surrender or maturity of the Policy or from the death proceeds due upon
the death of the insured person. REFER TO "ACCESS TO YOUR ACCOUNT BALANCE --
POLICY LOANS".

HOW TO MAKE AN ALLOCATION CHANGE, TRANSFER, WITHDRAWAL, SURRENDER OR POLICY
LOAN REQUEST
----------------------------------------------------------------------------

IN WRITING. You may give instructions in writing on our forms for allocation
changes, transfers of Account Balance among Investment Alternatives, partial
withdrawals of Account Balance, surrender of the Policy and Policy Loans.
REFER TO "HOW TO CONTACT US AND GIVE US INSTRUCTIONS".

-3-
<PAGE>

BY TELEPHONE. Using a Personal Identification Number (PIN) we have assigned,
you may call us at 1-800-468-3785 for certain transactions and information.
REFER TO "HOW TO CONTACT US AND GIVE US INSTRUCTIONS".

OUR HOME OFFICE, PROCESSING CENTER AND REGIONAL OFFICES. Our home office
address is 320 Park Avenue, New York, New York 10022. The address for our
Financial Transaction Processing Center, where you may send requests for
allocation changes or transfers among Investment Alternatives, is 1150
Broken Sound Parkway NW, Boca Raton, FL 33487. You may check the address for
the Regional Office that provides services for your Policy by calling
1-800-468-3785 or by visiting our web site at www.mutualofamerica.com.

CONFIRMATION STATEMENTS. We will send you confirmation statements (which may
be your quarterly statements) for your allocation changes and for your
premiums, transfers and withdrawals of Account Balance and Policy Loans. You
must promptly notify us of any error in a confirmation statement, or you
will give up your right to have us correct the error. REFER TO "NOTICES,
CONFIRMATION STATEMENTS AND REPORTS TO POLICYOWNERS".

ACCELERATED BENEFIT FOR TERMINAL ILLNESS
----------------------------------------------------------------------------

Depending on the laws of your state, an Accelerated Benefit may be available
to you under your Policy or by rider to the Policy. Under this Benefit, you
may receive a portion of the Death Proceeds that would be payable if the
insured person died. The Accelerated Benefit is available only when the
insured person is determined to have less than one year to live. We will
deduct from the Accelerated Benefit an administrative fee of up to $250 at
the time we pay the Benefit. REFER TO "ACCESS TO YOUR ACCOUNT BALANCE --
ACCELERATED BENEFIT FOR TERMINAL ILLNESS" AND "CHARGES AND DEDUCTIONS YOU
WILL PAY -- ACCELERATED BENEFIT FEE".

YOUR INITIAL RIGHT TO RETURN POLICY
----------------------------------------------------------------------------

For a period of 10 days after you receive your Policy (or a longer period if
required by applicable state law when you purchase a Policy by direct mail
or as a replacement policy), you may return it and have your premiums
returned. REFER TO "PURCHASE OF A POLICY -- POLICY ISSUE".

FEDERAL TAX CONSIDERATIONS
----------------------------------------------------------------------------

For purposes of Federal income taxation, you are treated as not receiving
your Account Balance until you take a distribution from the Policy. As a
consequence, you do not pay taxes on the investment income and interest
credited to your Account Balance until you withdraw all or a portion of your
Account Balance. This information about Federal taxation is based on our
belief that a Policy we issue on a standard premium class basis should meet
the Code's definition of a life insurance contract. There is less guidance
available to determine whether a Policy issued on a substandard premium
class basis would satisfy that definition.

DISTRIBUTIONS UNDER THE POLICY. Your tax treatment for Policy withdrawals
and loans depends on whether or not your Policy is a "Modified Endowment
Policy".

If your Policy is not a Modified Endowment Contract:

o distributions are treated first as a return of investment (premiums) in
the Policy and then a disbursement of taxable income;

o Policy Loans are not treated as distributions; and

o neither distributions nor Policy Loans are subject to the 10% penalty
tax.

Your Policy may be treated as a special type of life insurance called a
"Modified Endowment Contract", if the cumulative premiums you have paid are
considered, under the Code, to be too large compared to the death benefit
payable. The Code imposes an annual limit on premiums, calculated on a
cumulative basis, that can be paid into a Policy during the first seven
years, or during the seven years after a material change to the Policy.

-4-
<PAGE>

If your Policy is a Modified Endowment Contract:

o all pre-death distributions, including Policy Loans, are treated first
as a distribution of taxable income and then as a return of investment
(premiums) in the Policy; and

o if you have not reached the age of 59 1/2, a distribution usually is
subject to a 10% penalty tax.

If you send us a premium that would cause your Policy to become a Modified
Endowment Contract, we will notify you. Our notice will state that unless
you request a refund of the excess premium, your Policy will become a
Modified Endowment Contract. REFER TO "FEDERAL TAX CONSIDERATIONS".

DEATH BENEFITS. Your beneficiary receives death benefits payable under the
Policy free from Federal income tax, except in limited circumstances. If you
are the Policyowner and also the insured person, the death benefit amount
will be included in your estate in most circumstances.

ASSUMPTION OF AMERICAN LIFE POLICIES

As part of a consolidation of our insurance operations, we will enter into
an assumption reinsurance agreement with our wholly-owned subsidiary, The
American Life Insurance Company of New York ("American Life"). Under this
agreement, American Life will cede and Mutual of America will seek to assume
substantially all of American Life's outstanding individual business,
including variable universal life insurance policies ("American Life
Policies"). We believe that by combining all of our insurance operations
into one entity, we will improve service to our contract and policy owners
and obtain economies of scale. After we assume American Life's business, we
intend to sell the outstanding common stock of American Life to a third
party.

We expect the initial transfer of American Life Policies to us to occur on
April 1, 2000, or as soon thereafter as Mutual of America and American Life
obtain all necessary approvals from state insurance departments and under
federal securities laws. An additional transfer of remaining American Life
Policies may occur in connection with our sale of America Life. In the
majority of states, American Life Policyowners have the right to opt out of
the transfer by providing timely notice to American Life. In the remaining
states, American Life Policyowners must consent to the transfer before it
can occur.

When we assume an American Life Policy, we will become the issuer in place
of American Life and will have all of the obligations and hold all of the
assets under the assumed Policy through our General Account and Separate
Account No. 3. The Policy described in this Prospectus is identical to the
American Life Policy, except for the identity of the issuer and its separate
account and the right under the Policy to participate in our divisible
surplus. Account balances, unit values and number of accumulation units in
each Separate Account Fund will be the same under the assumed Policies as
under the American Life Policies.

We will issue a Certificate of Assumption to each American Life Policyowner
whose policy is being assumed by us. The Certificate in effect will cause
the American Life Policy to be exchanged for our Policy. The terms
POLICYOWNER and YOU in this Prospectus include owners of Policies we have
assumed.

-5-
<PAGE>

PURCHASE OF A POLICY

POLICY ISSUE
----------------------------------------------------------------------------

An applicant must submit to us a completed application for a Policy. The
minimum Face Amount for a Policy is $25,000, except that the minimum Face
Amount is $5,000 for any Policy with a Payroll Deduction Rider. We reserve
the right to decline to issue a Policy with a Face Amount of more than $1
million.

An employee participating in a Payroll Deduction Program may apply for
insurance for his or her spouse and minor children, or the spouse and minor
children may apply as owners of Policies. All Policies we issue in
connection with a Payroll Deduction Program will have a Payroll Deduction
Rider.

Before issuing a Policy, we will require evidence of insurability
satisfactory to us.

o If the person to be insured is less than age 50 and the Policy would
have a Face Amount of $100,000 or less, we ordinarily will determine
insurability based on information from the application.

o We usually will require a medical underwriting for a Policy with a Face
Amount above $100,000 or if the person to be insured is age 50 or
older.

We may use outside sources to verify information contained in the
application. A person who does not meet standard underwriting requirements
still may be eligible to purchase a Policy, but we will increase the cost of
insurance charges on the Policy to reflect the additional mortality risks we
assume in insuring a person who is a "substandard risk". A person who is a
"substandard risk" has a greater mortality risk based on unfavorable health
characteristics.

For applications under a Payroll Deduction Program, we may use group
underwriting standards based on the nature of the employer's business and
the percentage of employees participating in the Program. Group underwriting
standards provide for guaranteed issue of a Policy in certain circumstances.

We will issue a Policy following our determination of the insurability and
rating class of the person to be insured and our approval of the
application. The Policy generally will be effective on the date our
underwriting requirements have been met and we receive the first scheduled
premium payment. The Policy Specification Pages of your Policy will show the
Policy Issue Date.

RIGHT TO EXAMINE POLICY. You have a right to examine the Policy. If, for any
reason, you are not satisfied with the Policy, you may cancel it by
returning it to us within 10 days after you receive it, along with a written
request for cancellation. Upon cancellation, we will refund any premiums
that were paid on the Policy. Some states may require us to provide you with
a longer period to examine the Policy. For example, you may have up to 30
days if you purchased the Policy in response to a direct mailing or the
Policy is replacing another life insurance policy.

AVAILABILITY OF POLICY. This Prospectus is an offer to sell you a Policy
only if you live in a state or jurisdiction where the insurance department
has approved sales of the Policy. We anticipate that the Policy will not be
available in all states until sometime in the second half of the year 2000.

BASIC DEATH BENEFIT PLAN
----------------------------------------------------------------------------

In your application for a Policy, you will choose a Basic Death Benefit. You
have the option of either a Face Amount Plan or a Face Amount Plus Plan. SEE
"Insurance Benefits Upon Death of Insured Person".

Under a Face Amount Plan:

o the death benefit generally will be the Face Amount, and

o premiums you pay and increases in your Account Balance from investment
performance of the Funds will reduce the amount for which we are "at
risk" in providing insurance coverage and on which we impose cost of
insurance charges (SEE "Charges and Deductions You Will Pay").

-6-
<PAGE>

Under a Face Amount Plus Plan:

o the death benefit generally will be the Face Amount PLUS the Account
Balance, and

o premiums you pay and increases in your Account Balance from investment
performance of the Funds will increase the death benefit while leaving
unchanged the amount for which we are at risk and on which you must pay
cost of insurance charges.

CHANGE OF BASIC DEATH BENEFIT PLAN. You may request a change in your Basic
Death Benefit plan. When we make the change, the Basic Death Benefit payable
on the effective date of the change is the same as it would have been
without the requested change, as follows:

o if you have a Face Amount Plan, you can change it to a Face Amount Plus
Plan, which will decrease your Policy's Face Amount by the amount of
the Account Balance; and

o if you have a Face Amount Plus Plan, you may be able to change it to a
Face Amount Plan, which would increase your Policy's Face Amount by the
amount of the Account Balance, except that we may require current
evidence of insurability prior to approving a change from a Face Amount
Plus Plan to a Face Amount Plan.

A change in Basic Death Benefit plan will become effective as of the first
Monthly Anniversary Day on or after we receive at our Processing Office your
Written Request (which, in the case of a change that would increase your
Policy's Face Amount, may include evidence acceptable to us of current
insurability).

SUPPLEMENTAL INSURANCE BENEFITS
----------------------------------------------------------------------------

We may make one or more supplemental insurance benefits available by rider
to your Policy, including ones providing accidental death coverage and
coverage for children of an insured person. Currently, supplemental
insurance benefits are available only for Policies with Payroll Deduction
Riders. We will charge you a monthly fee for any supplemental insurance
benefits you select. SEE "Charges and Deductions You Will Pay --
Supplemental Insurance Benefits Fee".

Under an accidental death benefit rider, if the insured person dies as a
result of an accidental bodily injury, we will pay an accidental death
benefit equal to the initial Face Amount of the Policy, up to a maximum of
$200,000.

You may obtain insurance for all your unmarried dependent children between
14 days and 18 years of age under a children's term rider. After we have
issued a rider we automatically insure each additional child when 14 days
old at no increase in premium. Insurance continues to age 21 of the child or
to age 65 of the primary insured, whichever is earlier. Upon reaching age
21, each covered child has the opportunity of purchasing $5,000 of life
insurance for each $1,000 of children's term rider. For a Policy purchased
when a child reaches age 21, we will charge premiums at our standard rates
then in effect.

CHANGES IN THE FACE AMOUNT OF YOUR POLICY
----------------------------------------------------------------------------

From time to time, your life insurance needs may change. The Policy permits
you to increase or decrease the Face Amount of your Policy in certain
circumstances. To change your Face Amount, you must submit to our Processing
Office a Written Request.

o A change in Face Amount may not cause the Face Amount to be less than
$25,000 ($5,000 for Policies with a Payroll Deduction Rider) and may
not cause the Policy to cease to qualify as life insurance under the
Code.

o We reserve the right to limit the amount of any increase or decrease.

o The current minimum for any requested change in Face Amount is $5,000.

If the insured person is not living on the proposed effective date of a
change, the change will not take effect. After a change in Face Amount, we
will send you new Policy Specifications Pages to reflect the

-7-
<PAGE>

change. Certain reductions in Face Amount may cause your Policy to become a
Modified Endowment Contract. SEE "Federal Tax Considerations".

Your request for an increase in Face Amount must be accompanied by evidence
satisfactory to us that the insured person is insurable. Cost of insurance
charges on the additional Face Amount will be based on the insured person's
premium class at the time of the increase. An increase in Face Amount will
be effective only if and when we expressly approve it.

The effective date of a decrease in Face Amount will be the first Monthly
Anniversary Day on or after the date we receive your request. A decrease in
Face Amount will first reduce any prior increases in Face Amount, in reverse
of the order in which they occurred (in other words, the most recent Face
Amount increase will be the first reduced), and then will reduce the
original Face Amount.
PAYMENT OF PREMIUMS

SCHEDULED PREMIUMS
----------------------------------------------------------------------------

For your convenience, we will specify a "scheduled premium" to be paid at
intervals you select in your application. We will send you notices of when
you should pay scheduled premiums, unless you have authorized withdrawals
from your bank or other account to pay scheduled premiums or your Policy has
a Payroll Deduction Rider. If your Policy does not have a Payroll Deduction
Rider, your scheduled premium must be at least $50.

If your Policy has a Payroll Deduction Rider:

o there is no minimum amount of scheduled premiums;

o on each of your pay dates, scheduled premiums for each Policy you own
and, if applicable, each Policy owned by your spouse and minor
children, will be deducted from your payroll amount; and

o if your employer's participation in a Payroll Deduction Program ends or
you terminate employment with the employer, we will require scheduled
premiums to be paid not more frequently than monthly.

We will advise you prior to Policy issuance whether or not the payment of
proposed scheduled premiums for your Policy would cause the Policy to be a
Modified Endowment Contract. SEE "Federal Tax Considerations". We permit you
to pay scheduled premiums, even if the payment would increase the Basic
Death Benefit as a result of the Corridor Percentages described below. SEE
"Insurance Benefits Upon Death of Insured Person."

CHANGES IN SCHEDULED PREMIUMS. You ordinarily may change the amount or
timing of your scheduled premiums at any time. You may skip or reduce
scheduled premiums, but the amount of any scheduled premiums you pay must be
at least equal to the minimum for your Policy. We will require evidence of
insurability for an increase in scheduled premiums when the increase would
increase your Policy's Basic Death Benefit. SEE "Insurance Benefits Upon
Death of Insured Person" below.

EFFECT OF PAYING SCHEDULED PREMIUMS. Your failure to pay one or more
scheduled premiums will not necessarily cause your Policy to lapse; timely
payment of all scheduled premiums will not assure that your Policy will
continue in force. Whether your Policy continues in force or lapses does not
depend on whether scheduled premiums have been made, but instead on whether
on each Monthly Anniversary Day, your Account Balance is sufficient to
permit the deduction of all charges due on that day. SEE "Lapse and
Reinstatement" below.

-8-
<PAGE>

UNSCHEDULED PREMIUMS
----------------------------------------------------------------------------

You ordinarily may pay unscheduled premiums of at least $50 at any time, but
you may not pay more than $10,000 in unscheduled premiums during any Policy
Year (premiums in addition to the amount of scheduled premiums for that
Year). We will require evidence of insurability if the unscheduled premium
would increase the Policy's Basic Death Benefit. SEE "Insurance Benefits
Upon Death of Insured Person" below.

LIMITATION ON PREMIUMS
----------------------------------------------------------------------------

We will refuse to accept and will return to you premium payments, or any
portion thereof, (whether scheduled or unscheduled) that would cause your
Policy to lose its status as a life insurance policy under the Code. SEE
"Federal Tax Considerations".

ALLOCATION OF PREMIUMS
----------------------------------------------------------------------------

You may allocate your premium among the Investment Alternatives. The Mid-Cap
Equity Index Fund may not be available to Policyowners in all states, due to
insurance department regulatory filings.

You may tell us how to allocate your premium by sending us instructions with
the premium. If you do not send instructions, or we receive the premium for
a Policy with a Payroll Deduction Rider, we will allocate the premium on the
basis of your allocation request currently on file at our home office. Your
request for allocation must specify the percentage, in any whole percentage
from 0% to 100%, of each premium to be allocated to each of the Investment
Alternatives.

You may change the allocation instructions for future premiums, at any time.
You should periodically review your allocations in light of market
conditions and your financial needs. A change in allocation will be
effective when we have received it and had the opportunity to act on your
request.

DOLLAR COST AVERAGING
----------------------------------------------------------------------------

We offer a Dollar Cost Averaging program that allows you to authorize
automatic monthly transfers of a specified percentage or dollar amount from
the General Account to any of the Separate Account Funds. Each transfer
under the Dollar Cost Averaging program must be at least $100, and you must
schedule at least 12 transfers. We may discontinue the program at any time.
Your participation in the Dollar Cost Averaging program will automatically
end if your Account Balance in the General Account, minus any outstanding
Policy Loans, is insufficient to support the next scheduled transfer. You
may request termination of participation in the program at any time. We do
not charge you a fee for participating in our Dollar Cost Averaging program.

Dollar cost averaging generally reduces the risk of purchasing at the top of
a market cycle. This effect occurs from investing over a period of time
instead of investing only on one day. Your average cost of purchasing
Accumulation Units in the Separate Account Funds is reduced to less than the
average value of the Units on the same purchase dates, because you are
credited with more Units when the Unit values are lower than when Unit
values are higher. Dollar cost averaging does not assure you of a profit,
nor does it protect against losses in a declining market.

POLICY LAPSE AND REINSTATEMENT
----------------------------------------------------------------------------

If our deduction of monthly charges when due would result in your Account
Balance, minus any outstanding Policy Loans, being less than zero, a 61-day
"grace period" will begin. The Policy will remain in effect during the grace
period. If the insured person dies during the grace period, any Death
Proceeds due will be reduced by the amount of any overdue monthly deduction.

We will mail a notice to you and any assignee on our records, informing you
of when the grace period will expire and the minimum amount of premium
payment that must be paid prior to the end of the grace period in order to
prevent the Policy from lapsing. If we do not receive payment in our
Processing Office prior to the expiration of the grace period, the Policy
will lapse and have no value.

-9-
<PAGE>

You can reinstate a lapsed Policy during the insured person's lifetime if
all of the following conditions are met:

(a) The Policy lapsed because the grace period ended without the required
payment having been made.

(b) The Policy is reinstated within three years of the end of the grace
period.

(d) We receive from you evidence that the insured person is insurable by
our standards.

(e) You pay, at time of reinstatement, premiums sufficient to keep the
Policy in effect for at least two months.

(f) You pay any insurance charges not paid during the grace period.

(g) We approve the reinstatement in accordance with our established
guidelines for reinstatement.

Reinstatement of a lapsed Policy will become effective on the date we
approve it. The Account Balance on the effective date of reinstatement will
be whatever the premium paid at such time will provide. We base cost of
insurance charges subsequent to a reinstatement upon the insured person's
premium class as of the reinstatement rather than his or her premium class
when we initially issued the Policy.
UNDERLYING FUNDS INVESTED IN BY OUR SEPARATE ACCOUNT

Below are summaries of the Underlying Funds' investment objectives and
certain investment policies. The Underlying Funds sell their shares to the
separate accounts of insurance companies and do not offer them for sale to
the general public. You will find more detailed information about the
Underlying Funds in their current prospectuses, which are attached to this
Prospectus. You should read each prospectus for a complete evaluation of the
Underlying Funds, their investment objectives, principal investment
strategies and the risks related to those strategies.

EQUITY INDEX FUND OF THE INVESTMENT COMPANY
----------------------------------------------------------------------------

The investment objective of the Equity Index Fund is to provide investment
results that correspond to the performance of the Standard & Poor's
Composite Index of 500 Stocks (the S&P 500 INDEX(R)). The Fund invests
primarily in common stocks that are included in the S&P 500 Index.

ALL AMERICA FUND OF THE INVESTMENT COMPANY
----------------------------------------------------------------------------

The investment objective of the All America Fund is to outperform the S&P
500 Index, by investing in a diversified portfolio primarily common stocks.

The Fund invests approximately 60% of its assets (the INDEXED ASSETS) to
provide investment results that correspond to the performance of the S&P 500
Index. The Fund invests the remaining approximately 40% of its assets (the
ACTIVE ASSETS) to seek to achieve a high level of total return, through both
appreciation of capital and, to a lesser extent, current income, by means of
a diversified portfolio of primarily common stocks with a broad exposure to
the market.

----------
* "Standard & Poor's," "S&P," "S&P 500" and "S&P MidCap 400" are trademarks of
The McGraw-Hill Companies, Inc. and have been licensed for use by the
Investment Company. Standard & Poor's does not sponsor, endorse, sell or
promote the Equity Index Fund, All America Fund or Mid-Cap Equity Index
Fund. It has no obligation or liability for the sale or operation of the
Funds and makes no representations as to the advisability of investing in
the Funds.

-10-
<PAGE>

MID-CAP EQUITY INDEX FUND OF THE INVESTMENT COMPANY
----------------------------------------------------------------------------

The investment objective of the Mid-Cap Equity Index Fund is to provide
investment results that correspond to the performance of the S&P MidCap 400
Index(R). The Fund invests primarily in common stocks that are included in
the S&P MidCap 400 Index.

AGGRESSIVE EQUITY FUND OF THE INVESTMENT COMPANY
----------------------------------------------------------------------------

The investment objective of the Aggressive Equity Fund is capital
appreciation, by investing approximately 50% of its assets in companies
believed to possess above-average growth potential and approximately 50% of
its assets in companies believed to possess valuable assets or whose
securities are undervalued in the marketplace in relation to factors such as
the company's assets, earnings or growth potential. In utilizing the
investment styles of growth and value stock selection, the Adviser
anticipates that the percentage of the Fund's assets in either category will
range between 40% and 60%.

COMPOSITE FUND OF THE INVESTMENT COMPANY
----------------------------------------------------------------------------

The investment objective of the Composite Fund is to achieve as high a total
rate of return, through both appreciation of capital and current income, as
is consistent with prudent investment risk by means of a diversified
portfolio of publicly-traded common stocks, debt securities and money market
instruments. The Fund seeks to achieve long-term growth of its capital and
increasing income by investments in common stock and other equity-type
securities, and a high level of current income through investments in
publicly-traded debt securities and money market instruments.

BOND FUND OF THE INVESTMENT COMPANY
----------------------------------------------------------------------------

The primary investment objective of the Bond Fund is to provide as high a
level of current income over time as is believed to be consistent with
prudent investment risk. A secondary objective is preservation of capital.

The Bond Fund seeks to achieve its objective by investing primarily in
investment grade, publicly-traded debt securities, such as bonds, U.S.
Government and agency securities, including mortgage-backed securities, and
zero coupon securities.

MID-TERM BOND FUND OF THE INVESTMENT COMPANY
----------------------------------------------------------------------------

The primary investment objective of the Mid-Term Bond Fund is to provide as
high a level of current income over time as is believed to be consistent
with prudent investment risk. A secondary objective is preservation of
capital. The average maturity of the Fund's securities holdings will be
between three and seven years.

The Mid-Term Bond Fund seeks to achieve its objective by investing primarily
in investment grade, publicly-traded debt securities, such as bonds, U.S.
Government and agency securities, including mortgage-backed securities, and
zero coupon securities.

SHORT-TERM BOND FUND OF THE INVESTMENT COMPANY
----------------------------------------------------------------------------

The primary investment objective of the Short-Term Bond Fund is to provide
as high a level of current income over time as is believed to be consistent
with prudent investment risk. A secondary objective is preservation of
capital. The average maturity of the Fund's securities holdings will be
between one and three years.

The Short-Term Bond Fund seeks to achieve its objective by investing
primarily in investment grade, publicly-traded debt securities, such as
bonds, U.S. Government and agency securities, including mortgage-backed
securities, and in money market instruments.

-11-
<PAGE>

MONEY MARKET FUND OF THE INVESTMENT COMPANY
----------------------------------------------------------------------------

The investment objective of the Money Market Fund is the realization of high
current income to the extent consistent with the maintenance of liquidity,
investment quality and stability of capital.

The Money Market Fund invests only in money market instruments and other
short-term securities. Neither the Federal Deposit Insurance Corporation nor
any other U.S. Government agency insures or guarantees investments by the
Separate Account in shares of the Money Market Fund.

FIDELITY VIP EQUITY-INCOME PORTFOLIO
----------------------------------------------------------------------------

The investment objective of the Equity-Income Portfolio is reasonable income
by investing primarily in income-producing equity securities. In choosing
these securities, the Portfolio also considers the potential for capital
appreciation. The Portfolio's goal is to achieve a yield that exceeds the
composite yield on the securities comprising the S&P 500 Index.

FIDELITY VIP II CONTRAFUND PORTFOLIO
----------------------------------------------------------------------------

The investment objective of the Contrafund Portfolio is capital
appreciation. It seeks to increase the value of an investment in the
Portfolio over the long term by investing in securities of companies whose
value its adviser believes is not fully recognized by the public. These
securities may be issued by domestic or foreign companies and many may not
be well known. The Portfolio normally invests primarily in common stocks.

FIDELITY VIP II ASSET MANAGER PORTFOLIO
----------------------------------------------------------------------------

The investment objective of the Asset Manager Portfolio is high total return
with reduced risk over the long term by allocating its assets among domestic
and foreign stocks, bonds and short-term and money-market instruments.

The Portfolio's adviser normally allocates the Portfolio's assets among the
three asset classes within the following investment parameters: 0-50% in
short-term/money market instruments; 20-60% in bonds; and 30-70% in stocks.
The expected "neutral mix", which the Portfolio's adviser would expect over
the long term, is 10% in short-term/money market instruments, 40% in bonds
and 50% in stocks.

SCUDDER CAPITAL GROWTH PORTFOLIO
----------------------------------------------------------------------------

The investment objective of Scudder Capital Growth Portfolio is to maximize
long-term capital growth through a broad and flexible investment program.

The Portfolio invests in marketable securities, principally common stocks
and, consistent with its objective of long-term capital growth, preferred
stocks. The Portfolio may invest up to 25% of its assets in short-term debt
instruments, depending on market and economic conditions.

SCUDDER BOND PORTFOLIO
----------------------------------------------------------------------------

The investment objective of the Scudder Bond Portfolio is to invest for a
high level of income consistent with a high quality portfolio of debt
securities.

To attempt to achieve its objective, the Portfolio invests principally in
investment grade bonds, including those issued by the U.S. Government and
its agencies and by corporations, and other notes and bonds paying high
current income. The Portfolio may invest up to 20% of its assets in
non-investment grade debt securities.

SCUDDER INTERNATIONAL PORTFOLIO
----------------------------------------------------------------------------

The investment objective of the Scudder International Portfolio is long-term
growth of capital primarily through diversified holdings of marketable
foreign equity investments.

-12-
<PAGE>

The Portfolio invests primarily in equity securities of established
companies that do business primarily outside the United States and that are
listed on foreign exchanges. In the event of exceptional conditions abroad,
the Portfolio may temporarily invest all or a portion of its assets in
Canadian or U.S. Government obligations or currencies, or securities of
companies incorporated in and having their principal activities in Canada or
the United States.

AMERICAN CENTURY VP CAPITAL APPRECIATION FUND
----------------------------------------------------------------------------

The investment objective of the American Century VP Capital Appreciation
Fund is capital growth by investing primarily in common stocks that meet
certain fundamental and technical standards of selection and have, in the
opinion of the Fund's manager, better-than-average prospects for
appreciation.

CALVERT SOCIAL BALANCED PORTFOLIO
----------------------------------------------------------------------------

The investment objective of Calvert Social Balanced Portfolio is to achieve
a competitive total return through an actively managed non-diversified
portfolio of stocks, bonds and money market instruments that offer income
and capital growth opportunity and satisfy the social concern criteria
established for the Portfolio.

SHARED AND MIXED FUND ARRANGEMENTS. Shares of the Fidelity Portfolios, the
Scudder Portfolios, the American Century VP Capital Appreciation Fund and
the Calvert Social Balanced Portfolio (together, the SHARED FUNDS) currently
are available to the separate accounts of a number of insurance companies.
Shares of Mutual of America Investment Corporation and shares of certain of
the Shared Funds (together, the MIXED FUNDS) currently are available to
separate accounts for both variable annuity and variable life insurance
products.

The Board of Directors (or Trustees) of each Shared and Mixed Fund is
responsible for monitoring that Fund for the existence of any material
irreconcilable conflict between the interests of participants in all
separate accounts that invest in the Fund. The Board must determine what
action, if any, the Fund should take in response to an irreconcilable
conflict. If we believe that a response does not sufficiently protect our
Policyowners, we will take appropriate action, and we may modify or reduce
the Investment Alternatives available to you.

INVESTMENT ADVISERS FOR THE UNDERLYING FUNDS
----------------------------------------------------------------------------

MUTUAL OF AMERICA INVESTMENT CORPORATION: The Investment Company receives
investment advice from Mutual of America Capital Management Corporation (the
ADVISER), an indirect wholly-owned subsidiary of Mutual of America. For the
Active Assets of the All America Fund, the Adviser has entered into
subadvisory agreements with Palley-Needelman Asset Management, Inc., Oak
Associates, Ltd. and Fred Alger Management, Inc. Each of these subadvisers
provides investment advice for approximately 10% of the All America Fund's
assets.

SCUDDER VARIABLE LIFE INVESTMENT FUND: The Scudder Capital Growth, Bond and
International Portfolios receive investment advice from Scudder Kemper
Investments, Inc.

FIDELITY PORTFOLIOS: The Equity-Income Portfolio, Contrafund Portfolio and
Asset Manager Portfolio receive investment advice from Fidelity Management &
Research Company.

CALVERT SOCIAL BALANCED PORTFOLIO: The Portfolio receives investment advice
from Calvert Asset Management Company, Inc., which has entered into a
subadvisory agreement with NCM Capital Management Group, Inc. for the equity
portion of the Portfolio.

AMERICAN CENTURY VP CAPITAL APPRECIATION FUND: The Fund receives investment
advice from American Century Investment Management, Inc.

-13-
<PAGE>

YOUR ACCOUNT BALANCE IN THE SEPARATE ACCOUNT FUNDS

ACCUMULATION UNITS IN SEPARATE ACCOUNT FUNDS
----------------------------------------------------------------------------

We use Accumulation Units to represent Account Balances in each Separate
Account Fund. We separately value the Accumulation Unit for each Fund of the
Separate Account.

We determine your Account Balance in the Separate Account as of any
Valuation Day by multiplying the number of Accumulation Units credited to
you in each Fund of the Separate Account by the Accumulation Unit value of
that Fund at the end of the Valuation Day.

Investment experience by the Separate Account Funds does not impact the
number of Accumulation Units credited to your Account Balance. The value of
an Accumulation Unit for a Fund, however, will change as a result of the
Fund's investment experience, in the manner described below.

CALCULATION OF ACCUMULATION UNIT VALUES
----------------------------------------------------------------------------

We determine Accumulation Unit values for the Funds as of the close of
business on each Valuation Day (generally at the close of the New York Stock
Exchange). A Valuation Period is from the close of a Valuation Day until the
close of the next Valuation Day.

The dollar value of an Accumulation Unit for each Fund of the Separate
Account will vary from Valuation Period to Valuation Period. The changes in
Accumulation Unit values for the Separate Account Funds will reflect:

o changes in the net asset values of the Underlying Funds, depending on
the investment experience and expenses of the Underlying Funds, and

o Separate Account charges under the Policies, with the annual rates
calculated as a daily charge. (SEE "Charges and Deductions You Will
Pay".)

ACCUMULATION UNIT VALUES FOR TRANSACTIONS
----------------------------------------------------------------------------

When you allocate premiums to a Separate Account Fund or transfer any
Account Balance to a Fund, we credit Accumulation Units to your Account
Balance. When you withdraw or transfer any Account Balance from a Separate
Account Fund, we cancel Accumulation Units from your Account Balance.

The Accumulation Unit value for a transaction is the Unit value for the
Valuation Period during which we receive the premium or request. As a
result, we will effect the transaction at the Accumulation Unit value we
determine at the NEXT CLOSE of a Valuation Day (generally the close of the
New York Stock Exchange on that business day).

We calculate the number of Accumulation Units for a particular Fund by
dividing the dollar amount you have allocated to, or withdrawn from, the
Fund during the Valuation Period by the applicable Accumulation Unit value
for that Valuation Period. We round the resulting number of Accumulation
Units to two decimal places.

-14-
<PAGE>

OUR GENERAL ACCOUNT

SCOPE OF PROSPECTUS
----------------------------------------------------------------------------

This Prospectus serves as a disclosure document for the variable, or
Separate Account, interests under the Policies. We have not registered the
Policies under the Securities Act of 1933 for allocations to the General
Account, nor is the General Account registered as an investment company
under the 1940 Act. The staff of the Commission has not reviewed the
disclosures in this Prospectus that relate to the General Account.
Disclosures regarding the fixed portion of the Policies and the General
Account, however, generally are subject to certain provisions of the Federal
securities laws relating to the accuracy and completeness of statements made
in prospectuses.

GENERAL DESCRIPTION
----------------------------------------------------------------------------

Amounts that you allocate to the General Account become part of our general
assets. Our General Account supports our insurance and annuity obligations.
The General Account consists of all of our general assets, other than those
in the Separate Account and other segregated asset accounts.

We bear the full investment risk for all amounts that Policyowners allocate
to the General Account. We have sole discretion to invest the assets of the
General Account, subject to applicable law. Your allocation of Account
Balance to the General Account does not entitle you to share in the
investment experience of the General Account.

We guarantee that we will credit interest to Policyowners' Account Balances
in the General Account at an effective annual rate of at least 3%. In our
sole discretion, we may credit a higher rate of interest to Account Balances
in the General Account, although WE ARE NOT OBLIGATED TO CREDIT INTEREST IN
EXCESS OF 3% PER YEAR. Your initial Policy Specification Pages will show the
initial current interest rate, and we will send you notice when we change
the current rate. We credit interest daily and compound it annually. The
interest rates may be different for your Account Balance in the General
Account representing borrowed and unborrowed amounts under your Policy. SEE
"Access to Your Account Balance -- Policy Loans".

TRANSFERS AND WITHDRAWALS
----------------------------------------------------------------------------

You may transfer any portion of your Account Balance to or from the General
Account and may withdraw any portion of your Account Balance from the
General Account, except that you may not withdraw from the General Account
the amount of any Policy Loans you have outstanding. SEE "Your Right to
Transfer Among Investment Alternatives" and "Policy Loans" under "Access to
Your Account Balance" below. We have the right to delay transfers and
withdrawals from the General Account for up to six months following the date
that we receive the transaction request.

-15-
<PAGE>

ACCESS TO YOUR ACCOUNT BALANCE

You may obtain all or part of your Account Balance by surrendering your
Policy, by making a partial withdrawal from your Policy or by taking a
Policy Loan. You also may transfer all or any part of your Account Balance
among the available Investment Alternatives. If the insured person has a
terminal illness, you may be eligible to obtain an Accelerated Benefit
payment, as described below. Certain of these transactions may have tax
consequences, and some transactions may cause your Policy to become a
Modified Endowment Contract. SEE "Federal Tax Considerations" below.

SURRENDER OF POLICY
----------------------------------------------------------------------------

You may surrender your Policy and obtain the Surrender Proceeds at any time
prior to the Maturity Date. Surrender Proceeds equal your Account Balance
minus any Policy Loans you have outstanding at the time of surrender. To
surrender your Policy, you must submit the Policy and a Written Request to
our Processing Office, and the insured person must be alive on the surrender
date. We will calculate the Surrender Proceeds as of the Valid Transaction
Date of the surrender, and all insurance benefits under your Policy will
then cease.

PARTIAL WITHDRAWALS OF ACCOUNT BALANCE
----------------------------------------------------------------------------

You may withdraw any portion of your Account Balance (before the death of
the insured person). A partial withdrawal must be in an amount of at least
$500, may not reduce the Account Balance to less than $100, and cannot
exceed the Account Balance minus any Policy Loans. We reserve the right to
limit the number of partial withdrawals in one Policy Year, although we do
not currently impose a limit.

A partial withdrawal will affect both your Account Balance and the amount
of your Basic Death Benefit.

o If you have a Face Amount Plan, we will reduce both your Account
Balance and your Face Amount by the amount of any withdrawal, and we
will send you revised Policy Specification Pages reflecting the Face
Amount decrease. The reduction in amount of insurance due to a
withdrawal generally will be applied in the order of the effective
dates of such amounts of insurance, the most recent first. We will not
permit a partial withdrawal that would reduce the Face Amount below the
minimum for the Policy.

o If you have a Face Amount Plus Plan, we will reduce your Account
Balance by the amount of the withdrawal.

YOUR RIGHT TO TRANSFER AMONG INVESTMENT ALTERNATIVES
----------------------------------------------------------------------------

You may transfer all or a portion of your Account Balance among Funds of the
Separate Account, and between the Separate Account and the General Account.
There are no tax consequences to you for transfers among Investment
Alternatives. We currently do not impose a charge for transfers, but we
reserve the right to impose a transfer charge in the future. SEE "How to
Contact Us and Give Us Instructions -- Requests by Telephone or Internet"
below.

HOW TO TELL US AN AMOUNT FOR TRANSFERS OR PARTIAL WITHDRAWALS
----------------------------------------------------------------------------

To tell us the amount of your Account Balance to transfer or withdraw, you
may specify to us:

o the dollar amount to be taken from each Investment Alternative,

o for Separate Account Funds, the number of Accumulation Units to be
transferred or withdrawn, or

o the percentage of your Account Balance in a particular Investment
Alternative to be transferred or withdrawn.

-16-
<PAGE>

For transfers, you also must specify the Investment Alternative(s) to which
you are moving the transferred amount. You should use the form we provide to
give us instructions. Your request for a transfer or withdrawal is not
binding on us until we receive all information necessary to process your
request.

POLICY LOANS
----------------------------------------------------------------------------

You may request a Policy Loan only on your Account Balance in the General
Account. You will pay interest on the Policy Loan, but the amount we hold in
the General Account as collateral for your Policy Loan will accrue interest
at a rate equal to the interest you pay on the Policy Loan minus 2%.

We will grant you a Policy Loan if you meet all of the following
conditions.

o We receive at our Processing Office your Written Request for a loan.

o The amount of the requested loan is 95% or less of your Account Balance
in the General Account minus any existing Policy Loans you have.

o The amount of the requested loan is at least $500.

o The sole security for the loan will be the Policy.

o You have assigned the Policy to us in a form acceptable to us.

o Your Policy is in effect.

The interest rate on a Policy Loan will be the maximum interest rate that we
can charge under applicable law, and the rate will change from time to time.
The maximum interest rate is the greater of:

o our guaranteed rate of interest (3% per annum) plus 1% per year, or

o the "Published Monthly Average" for the calendar month ending two
months before the date on which the rate is determined. The Published
Monthly Average is the Term Monthly Average Corporates yield shown in
Moody's Corporate Bond Yield Averages published by Moody's Investors
Service, Inc., or any successor thereto or, if that Moody's average is
no longer published, a substantially similar average, as established by
insurance regulation in the jurisdiction in which the Policy is
delivered.

A new interest rate for Policy Loans will be effective beginning on the next
January 1 following a change in the maximum rate.

o We determine the maximum rate of interest on Policy Loans on each
December 1 after the Policy is issued.

o We may increase the Policy Loan interest rate whenever the maximum
interest rate increases by 0.5% or more a year.

o We will reduce the Policy Loan interest rate whenever the maximum
interest rate decreases by 0.5% or more a year.

We will notify you, and any assignee on our records:

o at the time you take a Policy Loan, of the initial rate of interest on
that loan, and

o at least 28 days before an interest rate increase, of the terms of that
increase.

We will include in each notice the substance of the Policy provisions
permitting an adjustable maximum interest rate, and we will specify the
frequency of interest rate determinations, as permitted by law.

Interest on Policy Loans accrues daily. Interest is due and payable at the
end of the Policy Month in which the loan is made and at the end of each
following Policy Month. Any interest that you do not pay when due becomes
part of the Policy Loan and increases the loan amount outstanding.

If your Policy Loans exceed your Account Balance on any Monthly Anniversary
Day, the grace period provisions of your Policy will apply. We will notify
you of the minimum payment you will have to make

-17-
<PAGE>

to prevent the Policy from lapsing at the end of the grace period. SEE "How
to Purchase a Policy and Pay Premiums -- Policy Lapse and Reinstatement".
Depending on the percentage of your Account Balance that you request as a
Policy Loan, by taking a Loan you will increase the possibility of lapsing
the Policy and incurring adverse tax consequences. SEE "Federal Tax
Considerations -- Tax Treatment of Policy Benefits and Access of Account
Balance".

We will not terminate your Policy in a Policy Year solely as the result of a
change in the interest rate on a Policy Loan during the Policy Year, or in
other words if the Policy Loans exceed your Account Balance only because we
increased the interest rate due on Policy Loans. We will maintain coverage
during that Policy Year until the time at which the Policy otherwise would
have terminated if there had been no interest rate change during that Policy
Year.

You can repay Policy Loans in part or in full at any time if the insured
person is living and your Policy is in effect. If you do not repay a Policy
Loan, we will deduct the Policy Loan from your Surrender Proceeds or
Maturity Proceeds or from the Death Proceeds we pay to your
beneficiary(ies).

ACCELERATED BENEFIT FOR TERMINAL ILLNESS
----------------------------------------------------------------------------

You may be eligible, under the terms of your Policy or a rider to your
Policy, to receive a lump-sum Accelerated Benefit, when the insured person
is determined to have a terminal illness (a state of health where the
insured person's life expectancy is 12 months or less). We will deduct a fee
when we pay the Accelerated Benefit. SEE "Charges and Deductions You Will
Pay -- Accelerated Benefit Fee".

The amount of the Accelerated Benefit will be the LESSER OF:

o $200,000, or

o the present value (discounted for a one-year period) of 50% of the
Death Proceeds that would be payable upon the Valid Transaction Date as
of which the Accelerated Benefit is calculated.

The interest rate we use in discounting the Accelerated Benefit will not be
more than THE GREATER OF:

o the current yield on 90-day U.S. treasury bills on the Valid
Transaction Date, or

o the then-current maximum rate of interest on Policy Loans.

For the Accelerated Benefit to be payable, the following requirements must
be met.

(a) We must receive at our Processing Office:

o the Policy or, if applicable, the Accelerated Benefit rider;

o your Written Request for payment of the Accelerated Benefit;

o the Written Consent of all irrevocable beneficiaries, if any, under the
Policy; and

o evidence satisfactory to us of the insured person's terminal illness.

(b) The Policy must be in force on the date of your request and must not
have been assigned, other than to us as security for a Policy Loan.

If the insured person dies before we pay a requested Accelerated Benefit, we
will instead pay the Death Proceeds to the beneficiary in accordance with
the Policy.

The required evidence of terminal illness may include, but is not limited
to:

(a) a certification of state of health by a licensed physician who:

o has examined the insured person,

o is qualified to provide that certification, and

o is neither the Policyowner, the insured person, nor a family member of
either; and

-18-
<PAGE>

(b) a second opinion or examination by a physician we designate, which will
be at our expense.

After we make an Accelerated Benefit payment, your Policy will continue in
force, but amounts otherwise payable under the Policy and any riders to it
will be reduced.

o The amounts will decrease by the percentage of the Death Proceeds
"accelerated" under the Accelerated Benefit. We calculate the
percentage by dividing the Accelerated Benefit by the Death Proceeds at
the Valid Transaction Date. We reduce the Policy's Face Amount, Account
Balance, Policy Loans and any Proceeds payable after the Accelerated
Benefit payment by that percentage.

o We will base subsequent premiums and cost of insurance charges under
the Policy on the Account Balance and Face Amount that are in effect
after the payment of the Accelerated Benefit.

MATURITY BENEFIT
----------------------------------------------------------------------------

The Maturity Date for a Policy occurs when the insured person attains the
age of 100. If on the Maturity Date the insured person is living and the
Policy is still in effect, the Maturity Proceeds become payable. The
Maturity Proceeds are equal to your Account Balance, minus any Policy Loans
and unpaid monthly deductions.

We will pay Maturity Proceeds in one lump sum, unless you have selected an
optional payment plan for the Proceeds. A lump sum payment will include
interest from the Maturity Date to the date of payment.

The minimum amount of each payment under any optional payment plan is $100.
Once we have begun making payments under any of these optional payment
plans, the payment plan may not be changed.

The payment plans available for Maturity Proceeds are the same as those
available for Death Proceeds. SEE "Insurance Benefits Upon Death of Insured
Person -- Payment Options".

WHEN WE MAY POSTPONE PAYMENTS
----------------------------------------------------------------------------

We will pay any amounts due from the Separate Account for a partial
withdrawal, death benefit or surrender and will transfer any amount from the
Separate Account to the General Account, within seven days, unless:

o The New York Stock Exchange is closed for other than usual weekends or
holidays, or trading on that Exchange is restricted as determined by
the Commission; or

o The Commission by order permits postponement for the protection of
Policyowners; or

o An emergency exists, as determined by the Commission, 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.

-19-
<PAGE>

INSURANCE BENEFITS UPON DEATH OF INSURED PERSON

DEATH PROCEEDS
----------------------------------------------------------------------------

When we receive due proof of the death of the insured person (while the
Policy is in effect), the Death Proceeds become payable to the beneficiary.
We calculate the Death Proceeds as of the date of the insured person's
death. The beneficiary(ies) should provide us with written proof of death as
soon as is reasonably possible.

The Death Proceeds under a Policy are equal to:

o the Basic Death Benefit, plus any insurance benefits payable under any
riders to the Policy, MINUS

o the sum of any Policy Loans and unpaid monthly deductions before the
death of the insured person.

BASIC DEATH BENEFIT
----------------------------------------------------------------------------

Your Policy has as its Basic Death Benefit plan either a Face Amount Plan or
a Face Amount Plus Plan. SEE "Basic Death Benefit Plan" under "How to
Purchase a Policy and Pay Premiums".

The Face Amount Plan provides a fixed death benefit, because the Basic Death
Benefit is the Face Amount (unless the Corridor Percentage applies). The
Face Amount Plus Plan provides a variable death benefit, because your
Account Balance, which is a factor in the amount of the death proceeds due,
will vary.

Under the Face Amount Plan, the Basic Death Benefit will be the GREATER of

o the Policy's Face Amount on the date of the insured person's death, or

o the Policy's Account Balance on the date of the insured person's death
multiplied by the appropriate Corridor Percentage from the Corridor
Percentage Chart set forth below.

Under the Face Amount Plus Plan, the Basic Death Benefit will be the
GREATER of

o the Face Amount on the date of the insured person's death plus the
Account Balance on that date, or

o the Account Balance on the date of the insured person's death
multiplied by the appropriate Corridor Percentage from the Corridor
Percentage Chart set forth below.

CORRIDOR PERCENTAGES
----------------------------------------------------------------------------

Corridor Percentages are based upon the age of the insured person at the
date of death. The purpose of the Corridor Percentages is to ensure that a
Policy will qualify as life insurance under the Code, at the time the
insured person dies.

The Corridor Percentages require us to provide a death benefit that is
greater than the Account Balance, or in other words to maintain an amount
for which we are "at risk", until the insured person reaches age 95. The
percentages shown below reflect requirements under the Code, and we reserve
the right to change them if the Code is revised.

-20-
<PAGE>

CORRIDOR PERCENTAGE CHART

<TABLE>
<CAPTION>
ATTAINED CORRIDOR ATTAINED CORRIDOR ATTAINED CORRIDOR
AGE PERCENTAGE AGE PERCENTAGE AGE PERCENTAGE
- ---------- ------------ ---------- ------------ ------------- -----------
<S> <C> <C> <C> <C> <C>
0-40 250% 54 157% 68 117%
41 243 55 150 69 116
42 236 56 146 70 115
43 229 57 142 71 113
44 222 58 138 72 111
45 215 59 134 73 109
46 209 60 130 74 107
47 203 61 128 75 to 90 105
48 197 62 126 91 104
49 191 63 124 92 103
50 185 64 122 93 102
51 178 65 120 94 101
52 171 66 119 95 or older 100
53 164 67 118
</TABLE>

PAYMENT OPTIONS
----------------------------------------------------------------------------

We will pay Death Proceeds in one lump sum, unless you selected an optional
payment plan for the Proceeds or the beneficiary selects an optional payment
plan. A lump sum payment will include interest from the date of death to the
date of payment, at the rate of interest we are then crediting for amounts
under the Interest Payments plan described below.

You may choose an optional payment plan for all or any part of Death Benefit
Proceeds that will become payable under your Policy, and you may modify your
selection from time to time, when the insured person is living. The minimum
amount of each payment under any optional payment plan is $100.

If you change a beneficiary, your previous selection of an optional payment
plan will no longer be in effect unless you make a Written Request that it
continue. You must send a choice or change of optional payment plan in
writing to our Processing Office.

Once the Proceeds are applied under any of the optional plans, the payments
are not affected by the investment experience of any Separate Account Fund.
In addition, the beneficiary may not change the form of payment plan once we
have begun making payments.

The optional payment plans available under the Policy are:

INTEREST PAYMENTS PLAN. We hold the Proceeds and pay interest to the payee
at an effective rate of at least 3% compounded yearly. We will pay the
principal amount to the payee after the term of years specified when the
Interest Payment plan is elected.

LIFE PAYMENTS PLAN. We make equal monthly payments for a guaranteed minimum
period to a payee, who must be a natural person for whom we have been
provided written proof of the date of birth. If the payee lives longer than
the minimum period, payments will continue for the lifetime of the payee.
The minimum period can be either ten years or until the sum of the payments
equals the amount of Proceeds applied under this plan. If the payee dies
before the end of the guaranteed period, we will discount the amount of
remaining guaranteed payments for the minimum period at an effective rate of
3% compounded yearly. We will pay the discounted amount in one lump sum to
the payee's estate, unless otherwise provided.

PAYMENTS FOR A FIXED PERIOD PLAN. We make payments for a period of no more
than 25 years in annual, semi-annual, quarterly or monthly installments. The
payments include interest at an effective rate of at least 3% compounded
yearly. We may credit an effective annual rate of interest of more than 3%,
and to the extent and for the period we do so, the payments will be greater.

PAYMENTS OF A FIXED AMOUNT PLAN. We make equal annual, semi-annual,
quarterly or monthly payments until all of the Proceeds have been paid. We
credit the unpaid balance with interest at an effective rate of

-21-
<PAGE>

at least 3% compounded yearly. The final payment under this option is any
balance equal to or less than one fixed amount payment.

We also have a Specified Payments Option available, which allows you to
designate a fixed amount (at least $100) to withdraw each month.

CHARGES AND DEDUCTIONS YOU WILL PAY

COST OF INSURANCE CHARGES
----------------------------------------------------------------------------

On each Monthly Anniversary Day under a Policy, we deduct charges to
compensate us for the life insurance coverage we will be providing in the
next month. The amount we deduct is equal to:

o the amount for which we are "at risk", which is the Policy's Basic
Death Benefit minus the Account Balance as of the Monthly Anniversary
Day, divided by $1,000, TIMES

o the cost per $1,000 of insurance coverage for the insured person, also
called the "cost of insurance rate". The rate will be no greater than
permitted under the 1980 Commissioners Standard Ordinary mortality
table for the insured person's premium class.

Cost of insurance rates will vary according to the insured person's age and
premium class, and may vary by gender, meaning whether the insured person is
male or female.

o If your Policy does not have a Payroll Deduction Rider, the rates vary
according to the insured person's gender.

o If your Policy has a Payroll Deduction Rider or if applicable state law
requires unisex rates for any Policy, cost of insurance rates are
unisex, meaning that the same rates apply for male and female insured
persons of the same age and rating classification.

Unisex rates are more favorable to males than gender based rates, and gender
based rates are more favorable to females than unisex rates. The guaranteed
maximum cost of insurance rates for Policies with a Payroll Deduction Rider
also are unisex.

We separately calculate cost of insurance for the amount at risk under a
Policy's initial Face Amount and for the additional amount at risk under
each increase in the Face Amount. For the initial Face Amount, we use the
premium class on the Issue Date. For any increase in Face Amount, we use the
premium class in effect at the time of that increase.

We determine cost of insurance rates based on our estimates of future cost
factors such as mortality, investment income, expenses, and the length of
time Policies stay in force. We have the right to adjust our cost of
insurance rates from time to time. Any adjustments we make will be on a
uniform basis. If the insured person's premium class is standard, the rates
we use will never be greater than the guaranteed cost of insurance rates
shown in your Policy Specification Pages.

We deduct cost of insurance charges from your Account Balance, if any, in
our General Account. If you do not have sufficient Account Balance allocated
to the General Account, we will deduct the charges from your Account Balance
allocated to one or more of the Separate Account Funds. We look to the Funds
in the following order:

(a) Investment Company Money Market Fund, (b) Investment Company
Short-Term Bond Fund, (c) Investment Company Mid-Term Bond Fund, (d)
Investment Company Bond Fund, (e) Scudder Bond Fund, (f) Investment
Company Composite Fund, (g) Fidelity VIP II Asset Manager Fund, (h)
Calvert Social Balanced Fund, (i) Fidelity VIP Equity-Income Fund, (j)
Investment Company All America Fund, (k) Investment Company Equity Index
Fund, (l) Investment Company Mid-Cap Equity Index Fund, (m) Fidelity VIP
II Contra Fund, (n) Investment Company

-22-
<PAGE>

Aggressive Equity Fund, (o) Scudder Capital Growth Fund, (p) Scudder
International Fund, and (q) American Century VP Capital Appreciation
Fund.

ADMINISTRATIVE CHARGES
----------------------------------------------------------------------------

We deduct, on each Valuation Day, from the value of the net assets in each
Fund of the Separate Account a charge for administrative expenses at an
annual rate of 0.40%, except that we reduce the administrative charge to the
extent we receive a reimbursement for administrative expenses.

o For the Separate Account Fund that invests in the American Century VP
Capital Appreciation Fund, the annual rate currently is 0.20%, because
the adviser for the American Century VP Capital Appreciation Fund
reimburses us at an annual rate of 0.20% for administrative expenses.

o For the Funds that invest in the Fidelity Portfolios, the annual rate
currently is 0.30%, because the transfer agent and distributor for the
Fidelity Portfolios reimburse us at an aggregate annual rate of 0.10%
for administrative expenses.

o We make an additional deduction for administrative expenses, on each
Monthly Anniversary Day, from your Account Balance. The charge is $2.00
per month, except that we will reduce the charge to 1/12 of 1.00% if
your Account Balance for the month is less than $2,400, and we waive
the charge if your Account Balance is under $300. We deduct the
administrative expense charge from your Account Balance in the same
manner as described above for cost of insurance charges.

o We reserve the right to increase our administrative charges if the
revenues from these charges are insufficient to cover our costs of
administering the Policies. In no event will we increase the .40%
charge to more than an annual rate of .65% or the $2.00 per month
charge to more than $10 per month.

MORTALITY AND EXPENSE RISKS CHARGES
----------------------------------------------------------------------------

We deduct, on each Valuation Day, from the value of the net assets in each
Fund of the Separate Account a charge for mortality and expense risks we
assume under the Policies. The mortality risk charge, at an annual rate of
0.70%, compensates us for assuming the risk that insured persons may live
for a shorter period of time than we estimated. The expense risk charge, at
an annual rate of 0.15%, compensates us for the risk that our expenses in
administering the Policies will be greater than we estimated. We will
realize a gain from these charges to the extent that they are not needed to
provide benefits and pay expenses under the Policies.

SUPPLEMENTAL INSURANCE BENEFITS FEE
----------------------------------------------------------------------------

We deduct the cost of any supplemental benefits you may have from your
Account Balance on each Monthly Anniversary Day. The current monthly cost
per thousand of coverage for the accidental death benefit rider is $.10. The
total monthly cost per $1,000 of coverage for all covered children under a
children's term rider currently is $.60. The maximum insurance coverage per
child currently is $5,000. SEE "How to Purchase a Policy and Pay Premiums --
Supplemental Insurance Benefits".

ACCELERATED BENEFIT FEE
----------------------------------------------------------------------------

We deduct a one-time administrative fee from the Accelerated Benefit when we
pay the Accelerated Benefit. The amount of the Accelerated Benefit fee is
$250 "(or a lesser amount when required by your state). SEE "Access to Your
Account Balance -- Accelerated Benefit for Terminal Illness".

-23-
<PAGE>

PREMIUM AND OTHER TAXES
----------------------------------------------------------------------------

We currently do not deduct state premium taxes from your premium payments.
We reserve the right to deduct all or a portion of the amount of any
applicable taxes, including state premium taxes, from premiums prior to any
allocation of those premiums among the General Account and the Separate
Account Funds. Currently, most state premium taxes range from 2% to 4%. SEE
"Federal Tax Considerations".

CHANGES IN POLICY COST FACTORS
----------------------------------------------------------------------------

From time to time we may make adjustments in policy cost factors, which
include interest credited on amounts in our General Account, cost of
insurance deductions and administrative charges. We base adjustments upon
changes in our expectations for our investment earnings, mortality of
insured persons, persistency (how long Policies stay in effect), expenses,
and taxes. We make any adjustments "by class", meaning that all Policies
within the same class will have the same adjustment.

We determine changes in policy cost factors for a Policy in accordance with
procedures and standards on file with the insurance regulator of the
jurisdiction in which we delivered the Policy. We review policy cost factors
for in-force Policies once every five Policy Years, or whenever we change
the premiums or factors for comparable new Policies. We will never make a
change in the guaranteed cost of insurance rates and the Guaranteed Rate of
Interest shown on the Specification Pages of your Policy that would be
unfavorable to you.

FEES AND EXPENSES OF UNDERLYING FUNDS
----------------------------------------------------------------------------

Each Separate Account Fund purchases shares of an Underlying Fund at net
asset value. That net asset value reflects investment management and other
fees and expenses incurred by that Underlying Fund. Detailed information
concerning those fees and expenses is set forth in the prospectuses for the
Underlying Funds that are attached to this Prospectus.

-24-
<PAGE>

HOW TO CONTACT US AND GIVE US INSTRUCTIONS

CONTACTING MUTUAL OF AMERICA
----------------------------------------------------------------------------

You should send in writing all notices, requests and elections required or
permitted under the Policies, except that you may give certain instructions
by telephone or Internet, as described below. Our home office address is:

Mutual of America Life Insurance Company
320 Park Avenue
New York, New York 10022

You can check the address for your Regional Office by calling 1-800-468-3785
or by visiting our Website at www.mutualofamerica.com, and you can check for
the appropriate Processing Office by calling our 800 number.

REQUESTS BY TELEPHONE
----------------------------------------------------------------------------

You may make requests by telephone for transfers of Account Balance among
Investment Alternatives, withdrawals of Account Balance, Policy Loans, or to
change the Investment Alternatives to which we will allocate your future
Premiums. On any Valuation Day, we will consider requests by telephone that
we receive by 4 p.m. Eastern Time (or the close of the New York Stock
Exchange, if earlier) as received that day. We will consider requests that
we receive after 4 p.m. (or the Exchange close) as received the next
Valuation Day.

You must use a Personal Identification Number (PIN) to make telephone
requests. We automatically send a PIN to you, and your use of the PIN
constitutes your agreement to use the PIN in accordance with our rules and
requirements. You may call us to change or cancel the PIN that we have
assigned. We reserve the right to suspend or terminate at any time, without
notice, the right of Policyowners to request transfers or reallocations by
telephone. We also reserve the right not to accept, or to revoke, powers of
attorney or other trading authorizations granted by any Policyowner to a
third party.

Although our failure to follow reasonable procedures may result in our
liability for any losses due to unauthorized or fraudulent telephone
transactions, we will not be liable for following instructions communicated
by telephone that we reasonably believe to be genuine. We will employ
reasonable procedures to confirm that instructions communicated by telephone
are genuine. Those procedures are to confirm your Social Security number,
check the Personal Identification Number, tape record all telephone
transactions and provide written confirmation of transactions.

WHERE YOU SHOULD DIRECT REQUESTS
----------------------------------------------------------------------------

You may make requests for allocation changes or transfers of Account Balance
by calling 1-800-468-3785 or by writing to our Processing Center. For
withdrawals and Policy Loans, you must make your request according to our
procedures, which we may change from time to time. Under our current
procedures, you should make a withdrawal or loan request to our 800 number
or in writing to our Processing Center. The address for our Processing
Center is:

Mutual of America Life Insurance Company
Financial Transaction Processing Center
1150 Broken Sound Parkway NW
Boca Raton, FL 33487

You should use our forms to submit written requests to us.

-25-
<PAGE>

ABOUT MUTUAL OF AMERICA AND OUR SEPARATE ACCOUNT NO. 3

MUTUAL OF AMERICA
----------------------------------------------------------------------------

We are a mutual life insurance company organized under the laws of the State
of New York. We are authorized to transact business in 50 states and the
District of Columbia. Our home office address is 320 Park Avenue, New York,
New York 10022. The Insurance Company was incorporated in 1945 as a
nonprofit retirement association to provide retirement and other benefits
for non-profit organizations and their employees in the health and welfare
field. In 1978 we reorganized as a mutual life insurance company.

We sell individual and group life insurance and annuities, including
variable accumulation annuity contracts and variable life insurance
policies. We also provide group and individual annuities and related
services for the pension, retirement, and long-range savings needs of
corporate, charitable, religious, educational and government organizations
and their employees. We invest the assets we derives from our business as
permitted under applicable state law. As of September 30, 1999, we had total
assets, on a consolidated basis, of approximately $10.4 billion. We are
registered as a broker-dealer under the Securities Exchange Act of 1934, and
also are registered as an investment adviser under the Investment Advisers
Act of 1940.

Our operations as a life insurance company are reviewed periodically by
various independent rating agencies. These agencies, such as A.M. Best
Company, Standard & Poor's Insurance Rating Service and Duff & Phelps Credit
Rating Company, publish their ratings. From time to time we reprint and
distribute the rating reports in whole or in part, or summaries of them, to
the public. The ratings concern our operation as a life insurance company
and do not imply any guarantees of performance of the Separate Account.

THE SEPARATE ACCOUNT
----------------------------------------------------------------------------

We established the Separate Account under a resolution of our Board of
Directors adopted on June 25, 1998. The Separate Account is registered with
the Securities and Exchange Commission (COMMISSION) as a unit investment
trust under the Investment Company Act of 1940 (1940 ACT). The Commission
does not supervise the management or investment practices or policies of the
Separate Account or Mutual of America. The 1940 Act, however, does regulate
certain actions by the Separate Account.

We divide the Separate Account into distinct Funds. Each Fund invests its
assets in an Underlying Fund, and the name of each Separate Account Fund
reflects the name of the corresponding Underlying Fund.

The assets of the Separate Account are our property. The Separate Account
assets attributable to Policyowners' Account Balances and any other policies
funded through the Separate Account cannot be charged with liabilities from
other businesses that we conduct. The income, capital gains and capital
losses of each Fund of the Separate Account are credited to, or charged
against, the net assets held in that Fund. We separately determine each
Fund's net assets, without regard to the income, capital gains and capital
losses from any of the other Funds of the Separate Account or from any other
business that we conduct.

The Separate Account and Mutual of America are subject to supervision and
regulation by the Superintendent of Insurance of the State of New York, and
by the insurance regulatory authorities of each State in which we are
licensed to do business.

-26-
<PAGE>

FEDERAL TAX CONSIDERATIONS

For Federal income tax purposes, the Separate Account is not separate from
us, and its operations are considered part of our operations. Under existing
Federal income tax law, we do not pay taxes on the net investment income and
realized capital gains earned by the Separate Account. We reserve the right,
however, to make a deduction for taxes if in the future we must pay tax on
the Separate Account's operations.

OBTAINING TAX ADVICE
----------------------------------------------------------------------------

THE DESCRIPTION BELOW OF THE CURRENT FEDERAL TAX STATUS AND CONSEQUENCES FOR
POLICYOWNERS DOES NOT COVER EVERY POSSIBLE SITUATION AND IS FOR INFORMATION
PURPOSES ONLY. TAX PROVISIONS AND REGULATIONS MAY CHANGE AT ANY TIME. The
discussion below of Federal tax considerations is based upon our
understanding of current Federal income tax laws as they are currently
interpreted and is not intended as tax advice. We do not make any guarantee
regarding the tax status of any Policy or any transaction involving a
Policy.

Tax results may vary depending upon your individual situation, and special
rules may apply to you in certain cases. You also may be subject to State
and local taxes, which may not correspond to the Federal tax provisions. For
these reasons, you should consult a qualified tax adviser for detailed
information and advice regarding the tax consequences to you of purchasing a
Policy or of effecting any transaction under a Policy.

TAX STATUS OF THE POLICIES
----------------------------------------------------------------------------

Section 7702 of the Code defines "insurance contract" for Federal income tax
purposes. The Secretary of the Treasury (the TREASURY) is authorized to
formulate regulations that implement Section 7702. The Treasury has proposed
regulations and issued other interim guidance, but it has not adopted final
regulations. Accordingly, guidance concerning how Section 7702 is to be
applied is limited. If a Policy were determined not to be a life insurance
contract for purposes of Section 7702, that Policy would not provide the tax
advantages normally provided by a life insurance policy.

We believe that a Policy issued on the basis of a standard premium class
should meet the Section 7702 definition of a life insurance contract. Our
interpretation is based primarily on IRS Notice 88-128 and the proposed
mortality charge regulations under Section 7702 issued on July 5, 1991.

For a Policy issued on a substandard basis (in other words, the insured
person's premium class indicates a higher than standard mortality risk),
there is less guidance as to whether the Policy would meet the Section 7702
definition of life insurance contract. Particularly if the Policyowner pays
the full amount of premiums permitted under the Policy, there may be a
question as to whether the Policy is a life insurance policy.

If it is subsequently determined that a Policy we have issued does not
satisfy Section 7702, we may take whatever steps are appropriate and
reasonable to attempt to cause that Policy to comply with Section 7702. For
this purpose, we reserve the right to restrict Policy transactions as
necessary to attempt to qualify the Policy as a life insurance contract
under Section 7702.

Section 817(h) of the Code requires that the Separate Account's investments
be "adequately diversified" in accordance with Treasury regulations in order
for the Policy to qualify as a life insurance contract under Section 7702 of
the Code. The Separate Account, through the Underlying Funds, intends to
comply with the diversification requirements prescribed in Treasury
Regulation Section 1.817-5. We believe that the Separate Account meets the
diversification requirement, and we will monitor continued compliance with
the requirement.

The Treasury has announced that the diversification regulations do not
provide guidance concerning the issue of the number of investment options
and switches among such options a Policyowner may have before being
considered to have investment control and thus to be the owner of the
related assets in the Separate Account. If the Treasury provides additional
guidance on this issue, the Policy may need to be modified to comply with
that guidance. Accordingly, we reserve the right to modify the Policy as
necessary to attempt

-27-
<PAGE>

to prevent the Policyowner from being considered the owner of the assets of
the Separate Account or otherwise to qualify the Policy for favorable tax
treatment.

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

TAX TREATMENT OF POLICY BENEFITS AND ACCESS OF ACCOUNT BALANCE
----------------------------------------------------------------------------

IN GENERAL. Proceeds and Account Balance increases should be treated in a
manner consistent with a fixed-benefit life insurance policy for Federal
income tax purposes. You will not be considered to have received the Account
Balance, including investment earnings and interest earned, until there is a
distribution of Account Balance.

The tax consequences of distributions from, and loans taken from or secured
by, a Policy depend on whether the Policy is classified as a MODIFIED
ENDOWMENT CONTRACT, discussed below. Depending on the circumstances, the
exchange of a Policy, a change in the Policy's Basic Death Benefit option, a
Policy Loan, a partial withdrawal, a surrender, a change in ownership, a
change of insured person, the payment of an Accelerated Benefit or an
assignment of the Policy may have Federal income tax consequences. In
addition, Federal, state and local transfer and other tax consequences of
ownership or receipt of Policy proceeds depend on the circumstances of each
Policyowner or beneficiary.

When you receive a distribution under the Policy, an important factor in
determining whether all or any portion of the distribution is taxable to you
is your INVESTMENT IN THE POLICY. Your investment in the Policy generally is
the amount of premiums or other consideration you have paid for the Policy
which you have not previously withdrawn.

DEATH BENEFITS. The death benefit under the Policy should be excludable from
the gross income of the beneficiary under Section 101(a)(1) of the Code.

SURRENDER OR LAPSE OF POLICY; MATURITY PROCEEDS. Upon a complete surrender
or lapse of a Policy or when benefits are paid at the Maturity Date, if the
amount you receive plus the amount of your outstanding Policy Loans exceeds
your total investment in the Policy, the excess will be treated as ordinary
income subject to tax, regardless of whether the Policy is considered to be
a Modified Endowment Contract.

DISTRIBUTIONS FROM A POLICY THAT IS NOT A MODIFIED ENDOWMENT CONTRACT. The
general rule is that a distribution from a Policy that is not a Modified
Endowment Contract is tax-free to you up to the amount of your investment in
the Policy. Any distribution or portion of a distribution that exceeds the
investment in the Policy is taxable income to you. In effect, all
distributions are treated as first a return to you of your investment in the
Policy, prior to the return to you of interest and earnings on your Account
Balance.

An exception to this general rule applies if:

o the Policy's death benefit decreases, or any other change occurs that
reduces benefits under the Policy, during the first 15 years after the
Policy was issued, and

o the decrease or change results in a cash distribution to the
Policyowner in order for the Policy to continue to comply with the
limits defined in Section 7702.

In such a case, the 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.

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 Policyowner.

CHARACTERIZATION AS A MODIFIED ENDOWMENT CONTRACT. Section 7702A of the Code
establishes a class of life insurance contracts designated as Modified
Endowment Contracts. A Policy is considered to be a Modified Endowment
Contract if it fails the "seven pay test" described below. A Policy that
fails the test is treated in effect as an investment contract rather than a
life insurance policy when loans or withdrawals are made from the Policy.
SEE "Distributions from a Policy that is a Modified Endowment Contract"
below.

-28-
<PAGE>

The seven pay test is failed if the cumulative amount of premiums paid under
a Policy at any time during its first seven years (or seven years from the
date of a material change to the Policy) is greater than the cumulative
amount of seven-pay premiums. "Seven-pay premiums" are the seven level
annual premiums that would be payable if the Policy provided for paid-up
future benefits after the payment of those premiums. The determination of
whether a Policy will be a Modified Endowment Contract after a material
change generally depends upon the relationship of the death benefit and
Account Balance at the time of that change and the additional premiums paid
in the seven years following the material change. If the death benefit under
a Policy is reduced by a decrease in the Face Amount or a partial withdrawal
during either the first seven years after Policy issuance or a material
change to the Policy, the seven-pay test will be recalculated as though the
new death benefit had applied since the Policy was issued or materially
changed. Due to the Policy's payment flexibility, classification as a
Modified Endowment Contract will depend on the individual circumstances of
each Policy.

If a premium is credited to your Policy that would cause the Policy to
become a Modified Endowment Contract, we will notify you that unless you
request a refund of the excess premium, the Policy will become a Modified
Endowment Contract. Our notification will provide you with instructions and
the time requirements for making the request.

The rules relating to whether a Policy will be treated as a Modified
Endowment Contract are extremely complex and cannot be described adequately
in this summary. Therefore, a current or prospective Policyowner should
consult with a competent advisor to determine whether a particular
transaction will cause the Policy to be treated as a Modified Endowment
Contract.

DISTRIBUTIONS FROM A POLICY THAT IS A MODIFIED ENDOWMENT CONTRACT. A Policy
classified as Modified Endowment Contract is subject to the tax rules below.
In effect, all distributions are treated as first a return to you of
interest and earnings on your Account Balance, prior to the return to you of
your investment in the Policy.

1) All distributions you receive under the Policy, including Surrender
Proceeds, partial withdrawals and distributions within two years before
the Policy became a Modified Endowment Contract, are treated as taxable
ordinary income to you, in an amount up to:

o your Account Balance immediately before the distribution, minus

o your investment in the Policy at that time.

2) Second, any loans you take from or secure by the Policy are treated as
distributions and are taxed as described in 1) above, and past due loan
interest that is added to the loan amount is treated as a loan.

3) A 10 percent additional income tax is imposed on the portion of any
distribution that is included in your taxable income in accordance with 1)
above, unless the distribution or loan

o is made when you are age 59 1/2 or older,

o is attributable to you becoming disabled, or

o is part of a series of substantially equal periodic payments for your
life (or life expectancy) or the joint lives (or joint life
expectancies) of the you and your beneficiary.

All Modified Endowment Contracts that we (or any affiliates of ours) issue
to the same Policyowner during any calendar year are treated as one Modified
Endowment Contract for purposes of determining the amount includable in the
Policyowner's gross income under Section 72(e) of the Code.

POLICY LOAN INTEREST
----------------------------------------------------------------------------

If you are an individual, you may not deduct personal interest paid on any
loan under a Policy, in most circumstances. Interest on any loan under a
Policy owned by a taxpayer and covering the life of any individual who is an
officer or employee of that taxpayer, or who is financially interested in
the business carried on by that taxpayer, will not be tax deductible to the
extent the aggregate amount of the loans under Policies covering that
individual exceeds $50,000. The deduction of interest on Policy Loans also
may be subject to other restrictions under Section 264 of the Code.

-29-
<PAGE>

ESTATE TAXES
----------------------------------------------------------------------------

The Death Proceeds payable under the Policy are includable in the insured
person's gross estate for federal estate tax purposes if the Death Proceeds
are paid:

o to the insured person's estate, or

o to a beneficiary other than the estate and the insured person either
possessed incidents of ownership in the Policy at the time of death or
transferred incidents of ownership in the Policy to another person
within three years of death.

Death Proceeds paid to a surviving spouse as beneficiary are not includable
in your Federal gross estate because of a 100% estate tax marital deduction.
In addition, Death Proceeds paid to a tax-exempt charity may not be taxable
in your estate because of the allowance of an estate tax charitable
deduction. When Death Proceeds are paid to other beneficiaries, whether or
not any Federal estate tax is payable on that amount depends on a variety of
factors, including the size of the gross estate. There is an estate tax
credit that is equivalent to an exemption of $650,000 in 1999, which will
increase in increments until 2006, when it will reach the equivalent of an
exemption of $1 million.

If you are not the insured person, and your death occurs before the death of
the insured person, the value of the Policy, as determined under Internal
Revenue Service regulations, is includable in your gross estate for Federal
estate tax purposes.

YOUR VOTING RIGHTS FOR MEETINGS OF THE UNDERLYING FUNDS

We will vote the shares of the Underlying Funds owned by the Separate
Account at regular and special meetings of the shareholders of the
Underlying Funds. We will cast our votes according to instructions we
receive from Policyowners. The number of Underlying Fund shares that we may
vote at a meeting of shareholders will be determined as of a record date set
by the Board of Directors or Trustees of the Underlying Fund. If permitted
under Federal securities laws, we may instead vote the shares of the
Underlying Funds held by our Separate Account in our own discretion.

We will vote 100% of the shares that a Separate Account Fund owns. If you do
not send us voting instructions, we will vote the shares attributable to your
Account Balance in the same proportion as we vote shares for which we have
received voting instructions from Policyowners. We will determine the number
of Accumulation Units attributable to each Policyowner for purposes of giving
voting instructions as of the same record date used by the Underlying Fund.
Each Policyowner who has the right to give us voting instructions for a
shareholders' meeting of an Underlying Fund will receive information about the
matters to be voted on, including the Underlying Fund's proxy statement and a
voting instructions form to return to us. USE OF STANDARD & POOR'S INDICES

Standard & Poor's, a division of The McGraw-Hill Companies, Inc. (S&P),
makes no representation or warranty, express or implied, to the Separate
Account or the Policyowners regarding the advisability of investing in, or
allocating Account Balance to, the Investment Company Equity Index, All
America or Mid-Cap Equity Index Funds (together, the INDEXED PORTFOLIOS) or
the ability of the S&P 500 Index or the S&P MidCap 400 Index to track
general stock market performance. S&P has no obligation to take the needs of
the Indexed Portfolios or the owners of the Indexed Portfolios into
consideration in determining, composing or calculating the S&P 500 Index or
the S&P MidCap 400 Index. S&P is not responsible for and has not
participated in the calculation of the net asset values of the Indexed
Portfolios, the amount of the shares of the Indexed Portfolios or the timing
of the issuance or sale of the Indexed Portfolios. S&P has no obligation or
liability in connection with the administration, marketing or trading of the
Indexed Portfolios.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500
INDEX OR THE S&P MIDCAP 400 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO
WARRANTY, EXPRESS OR IMPLIED, AS TO

-30-
<PAGE>

RESULTS TO BE OBTAINED BY THE INDEXED PORTFOLIOS, OWNERS OF THE INDEXED
PORTFOLIOS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX,
THE S&P MIDCAP 400 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS
OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO
THE S&P 500 INDEX, THE S&P MIDCAP 400 INDEX OR ANY DATA INCLUDED THEREIN.
WITHOUT LIMITING ANY USE OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY
LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES
(INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH
DAMAGES.
FUNDING AND OTHER CHANGES WE MAY MAKE

We reserve the right to make certain changes to the Separate Account Funds
and to the Separate Account's operations. In making changes, we will comply
with applicable law and will obtain the approval of Policyowners, if
required. We may:

o create new investment funds of the Separate Account at any time;

o to the extent permitted by state and federal law, modify, combine or
remove investment funds in the Separate Account;

o transfer assets we have determined to be associated with the class of
contracts to which the Policies belong from one investment fund of the
Separate Account to another investment fund;

o create additional separate accounts or combine any two or more accounts
including the Separate Account;

o transfer assets we have determined to be associated with the class of
contracts to which the Policies belong from the Separate Account to
another separate account of ours by withdrawing the same percentage of
each investment in the Separate Account, with appropriate adjustments
to avoid odd lots and fractions;

o operate the Separate Account as a diversified, open-end management
investment company under the 1940 Act, or in any other form permitted
by law, and designate an investment advisor for its management, which
may be us, an affiliate of ours or another person;

o deregister the Separate Account under the 1940 Act; and

o operate the Separate Account under the general supervision of a
committee, any or all the members of which may be interested persons
(as defined in the 1940 Act) of ours or our affiliates, or discharge
the committee for the Separate Account.

If our exercise of any of these rights results in a material change to the
Investment Alternatives of the Separate Account, we will advise you of the
change.

ADMINISTRATIVE MATTERS

YEAR 2000 COMPLIANCE
----------------------------------------------------------------------------

Many of the services that we provide to you depend on the proper functioning
of our computer and computer-based systems, as well as those of our outside
service providers. Many computers cannot distinguish the year 2000 from the
year 1900, and this inability potentially could have an adverse impact on
the handling of your premium, transfer and withdrawal transactions, the
crediting of Accumulation Units, accounting and other recordkeeping
services.

-31-
<PAGE>

We have performed a comprehensive review of our computer systems, made the
necessary modifications or replacements and successfully completed system
testing of our in-house software, the largest and most critical project
under our Year 2000 program. For the balance of 1999, we will continue to
monitor and verify Year 2000 compliance. We also have contacted our vendors
and service providers as to the status of their Year 2000 compliance.
Vendors and service providers whose systems are material to our operations
have indicated they are, or expect to be, Year 2000 compliant. Although we
anticipate that our computer systems and those of our providers will be
adapted in time for the year 2000, it is possible Year 2000 problems still
may occur. We have developed written contingency plans to ensure our
business continuity through the year 2000.

NOTICES, CONFIRMATION STATEMENTS AND REPORTS TO POLICYOWNERS
----------------------------------------------------------------------------

Approximately 20 days before a scheduled premium, we will send you a notice
of the amount and due date of that scheduled premium, except that we will
not send notices for scheduled premiums payable under a Payroll Deduction
Program or if you have authorized withdrawals from your bank or other
account to pay scheduled premiums.

Within 30 days after each calendar quarter, we will send you a statement
showing your Account Balance, premiums received, charges incurred and
information concerning any Policy Loans as of the end of the quarter. We
will send you a confirmation statement within five business days after any
transaction involving purchase, sale or transfer of Accumulation Units and
for any change in allocation instructions. If your Policy has a Payroll
Deduction Rider, however, your quarterly statement, which we will send
within five business days of quarter-end, will serve as the confirmation
statement for your purchase, sale and transfer transactions. You must notify
us of any error in a statement within 30 days after the date we processed
the allocation change or transaction, or within 30 days after the end of the
period covered by the quarterly statement that serves as the confirmation
statement, or you will give up your right to have us correct the error.

We also will send to you annual and semi-annual reports for each Underlying
Fund, which will include financial statements.

MISCELLANEOUS POLICY PROVISIONS
----------------------------------------------------------------------------

LIMIT ON RIGHT TO CONTEST. We will not contest the insurance coverage under
a Policy after it has been in force: (a) for two years from the Issue Date
with respect to the initial amount of insurance coverage;

(b) for two years from the effective date of an increase in the amount of
insurance requiring evidence of insurability; and

(c) for two years from the effective date of the reinstatement with respect
to any amount of insurance that was reinstated.

If we contest a Face Amount increase or a reinstatement, the contest will be
based only on the application for that increase or reinstatement.

SUICIDE EXCLUSION. If the insured person commits suicide within two years
from the Issue Date, we will not pay the Death Proceeds that would otherwise
be payable under a Policy. We will pay no more than (a) the sum of the
Account Balance and any insurance charges; minus (b) the sum of any Policy
Loans. If there was an increase in the Basic Death Benefit for which we had
the right to require (or did require) evidence of insurability (other than
an increase due solely to a change in the Basic Death Benefit plan) and if
the insured person commits suicide within two years from the effective date
of that increase, then with respect to that increase we will pay no more
than the insurance charges deducted for that increase.

MISREPRESENTATION OR MISSTATEMENT OF AGE OR SEX. If a misrepresentation is
made on the application for your Policy or if the age or sex of the insured
person is misstated on your Policy Specifications Pages, then the Proceeds
payable upon proof of the death of the insured person will be that which
would have been purchased by the most recent monthly deduction for the cost
of insurance on the basis of the correct age and sex or as adjusted for the
misrepresentation.

-32-
<PAGE>

ASSIGNMENT. You must notify us in writing if you assign your Policy. No
assignment will be binding on us until we receive and record it at our
Processing Office. An assignment will not apply to any payment made before
the assignment was recorded. We will not be responsible for the validity of
any assignment.

PARTICIPATION IN DIVISIBLE SURPLUS. We are a mutual life insurance company
and consequently have no stockholders. Policyowners share in our earnings
with respect to amounts they allocate to our General Account. We can give no
assurance as to the amount of divisible surplus, if any, that will be
available for distribution under the Contracts in the future. The
determination of such surplus is within the sole discretion of our Board of
Directors.

DISTRIBUTION OF THE POLICIES
----------------------------------------------------------------------------

We offer the Policies continuously without a sales charge through our
employees. These employees receive a salary from us and do not receive
commissions for sales of the Policies. All persons engaged in selling the
Policies are our licensed agents and are duly qualified registered
representatives of Mutual of America. Each sales representative will be
eligible to receive a yearly cash incentive payment based in part on
aggregate sales by all representatives in the representative's regional
office compared to sales targets we established for the office in that year.
Our attainment of overall financial and sales objectives also can affect the
payment. Representatives and certain staff from the top five regional
offices will receive a trip to a conference site to attend a sales meeting.

Because the Policies have no sales load, the costs of distribution will
necessarily be paid out of our profits, including any profits from the
Policies' mortality and expense risks charges. We also serve as principal
underwriter for the Mutual of America Investment Corporation and for
variable accumulation annuity contracts we offer through our Separate
Account No. 2.
OTHER INFORMATION

LEGAL PROCEEDINGS
----------------------------------------------------------------------------

From time to time we may engage in litigation. In our judgment, our current
litigation is not of material importance in relation to our total assets.
The Separate Account is not a party to any pending legal proceedings.

LEGAL MATTERS
----------------------------------------------------------------------------

Patrick A. Burns, Senior Executive Vice President and General Counsel of
Mutual of America, has passed upon all matters of applicable state law
relating to the Policies, including our right to issue the Policies. Jones &
Blouch L.L.P., Washington, D.C., has passed upon certain legal matters
relating to Federal securities laws that are applicable to our offering of
the Policies.

EXPERTS
----------------------------------------------------------------------------

The audited financial statements included in this prospectus have been
audited by Arthur Andersen LLP, independent public accountants, as indicated
in their report with respect thereto, and are included herein in reliance
upon the authority of that firm as experts in giving the report.

ADDITIONAL INFORMATION AVAILABLE
----------------------------------------------------------------------------

We have filed with the Securities and Exchange Commission a registration
statement under the Securities Act of 1933 relating to the offering of
Policies described in this Prospectus. This Prospectus does not include all
the information contained in that registration statement. You may obtain the
omitted information at the principal office of the Securities and Exchange
Commission in Washington, D.C. upon payment of their prescribed fee.

-33-
<PAGE>

OUR EXECUTIVE OFFICERS AND DIRECTORS

The name and position of each of our executive officers and directors, and
his or her principal occupation during the past five years, are set forth
below. The business address of each person listed below is 320 Park Avenue,
New York, NY 10022 unless otherwise noted.

<TABLE>
<CAPTION>
POSITIONS AND OFFICES PRINCIPAL OCCUPATION
NAME WITH MUTUAL OF AMERICA DURING PAST FIVE YEARS
- ------------------------------- ------------------------ ---------------------------------------------
<S> <C> <C>

OFFICERS-DIRECTORS:
William J. Flynn Chairman of the Board Chairman of the Board

Thomas J. Moran President, Chief President and Director
Executive Officer and
Director
Manfred Altstadt Senior Executive Vice Senior Executive Vice President and Chief
President, Chief Financial Officer, Mutual of America;
Financial Officer and Director since October 1998
Director

Patrick A. Burns Senior Executive Vice Senior Executive Vice President and General
President, General Counsel, Mutual of America; Director since
Counsel and Director October 1998

Salvatore R. Curiale Senior Executive Vice Senior Executive Vice President, Mutual of
President and Director America since March 1995; prior thereto,
Superintendent of Insurance, State of New
York; Director since October 1998
DIRECTORS:
Clifford L. Alexander, Jr. Director President, Alexander & Associates, Inc.
Washington, DC

Patricia A. Cahill Director Chief Executive Officer, Catholic Health
Denver, Colorado Initiatives

Roselyn P. Epps Director Medical and Public Health Consultant
Bethesda, Maryland

Dudley H. Hafner Director Executive Vice President (Past)
Dallas, Texas American Heart Association

Earle H. Harbison, Jr. Director Chairman, Harbison Corporation
St. Louis, Missouri

Frances R. Hesselbein Director Chairman, The Drucker Foundation
New York, New York

William Kahn Director Professor, George Warren Brown
St. Louis, Missouri School of Social Work, Washington
University

LaSalle D. Leffall, Jr., MD Director Charles R. Drew Professor of Surgery,
Washington, DC Howard University Hospital

Michael A. Pelavin Director President, Pelavin & Powers, P.C.
Flint, Michigan

Fioravante G. Perrotta Director Partner (Past), Rogers & Wells
New York, New York

Francis H. Schott Director Senior Vice President and Chief Economist
New York, New York (Past), The Equitable Life Assurance Society
</TABLE>

-34-
<PAGE>

<TABLE>
<CAPTION>
POSITIONS AND OFFICES PRINCIPAL OCCUPATION
NAME WITH MUTUAL OF AMERICA DURING PAST FIVE YEARS
- ---------------------------- --------------------------- -----------------------------------------------
<S> <C> <C>

DIRECTORS: (CONTINUED)
O. Stanley Smith, Jr. Director Chairman and Chief Executive Officer,
Columbia, South Carolina Constan Development Company

Sheila M. Smythe Director Executive Vice President of the University
Valhalla, New York and Dean of the Graduate School of Health
Sciences, New York Medical College

Elie Wiesel Director Andrew W. Mellon Professor in the
New York, New York Humanities, Boston University; Founder, The
Elie Wiesel Foundation for Humanity

EXECUTIVE OFFICERS:
Diane M. Aramony Senior Vice President, Senior Vice President, Corporate Secretary
Corporate Secretary and and Assistant to the Chairman, Mutual of
Assistant to the America, since September 1998; prior
Chairman thereto, Senior Vice President

William Breneisen Executive Vice President, Executive Vice President, Office of
Office of Technology Technology, Mutual of America, since March
1996; prior thereto, Senior Vice President

Jeremy J. Brown Executive Vice President Executive Vice President and Chief Actuary,
and Chief Actuary Mutual of America, since March 1997; prior
thereto, Consulting Actuary, Milliman &
Robertson

William S. Conway Executive Vice President, Executive Vice President, Marketing and
Marketing and Corporate Corporate Communications, Mutual of
Communications America, since October 1998; prior thereto,
Executive Vice President, Marketing

William A. DeMilt Executive Vice President, Executive Vice President, Real Estate, Mutual
Real Estate Management of America, since May 1997; prior thereto,
Executive Vice President and Treasurer

Thomas E. Gilliam Executive Vice President Executive Vice President and Assistant to the
and Assistant to the President and Chief Executive Officer,
President and Chief Mutual of America
Executive Officer

John R. Greed Executive Vice President Executive Vice President and Treasurer,
and Treasurer Mutual of America, since May 1997; Senior
Vice President from July 1996 to May 1997;
prior thereto, Partner, Arthur Andersen LLP

Gregory A. Kleva, Jr. Executive Vice President Executive Vice President and Deputy General
and Deputy General Counsel, Mutual of America, since February
Counsel 1995; prior thereto, Senior Vice President and
Deputy General Counsel

George L. Medlin Executive Vice President, Executive Vice President, Internal Audit,
Internal Audit Mutual of America, since March 1998; prior
thereto, Senior Vice President
</TABLE>

-35-
<PAGE>

DEFINITIONS WE USE IN THIS PROSPECTUS

ACCELERATED BENEFIT -- The portion of the Death Proceeds payable before the
death of the insured person when the insured person is determined to have a
terminal illness and is expected to live for one year or less.

ACCOUNT BALANCE -- The value of a Policyowner's Accumulation Units in the
Separate Account Funds plus the value of amounts held in the General Account
for the Policyowner. As used in this Prospectus, the term "Account Balance"
may mean all or any part of your total Account Balance.

ACCUMULATION UNIT -- A measure we use to calculate the value of a
Policyowner's interest in each of the Funds of the Separate Account. Each
Fund has its own Accumulation Unit value.

BASIC DEATH BENEFIT -- The primary component of the Death Proceeds payable
upon the death of the insured person when the Policy is in effect. The Basic
Death Benefit is the greater of:

o the Face Amount under a Face Amount Policy, or the Face Amount plus the
Account Balance under a Face Amount Plus Policy (you select the type of
Policy upon purchase), and
o the Account Balance times the applicable Corridor Percentage.

BENEFICIARY -- The person(s) you designate in your application or in a change
of beneficiary form filed with us to receive the Death Proceeds payable upon
the death of the insured person.

BUSINESS DAY -- Any day the New York Stock Exchange is open for trading. For
purposes of determining a Valid Transaction Date, our Business Day will end
as of the close of business of the New York Stock Exchange (normally 4:00
p.m. Eastern Time).

CODE -- The Internal Revenue Code of 1986, as amended, or any corresponding
provisions of future United States revenue laws. Depending on the context,
the term Code includes the regulations adopted by the Internal Revenue
Service for the Code section being discussed.

CORRIDOR PERCENTAGE -- A percentage established under the Code, based on the
insured person's age. The Corridor Percentage is multiplied by your Account
Balance to establish the minimum death benefit amount required for the
Policy to be treated as life insurance under the Code.

DEATH PROCEEDS -- An amount equal to the sum of the Basic Death Benefit and
amounts payable under any policy riders, minus the sum of any Policy Loans
and any unpaid monthly deductions, subject to any applicable adjustments for
misrepresentation, suicide or misstatement of age and/or sex.

FACE AMOUNT -- The amount of life insurance coverage as set forth on the
Policy Specification Pages of your Policy. The Face Amount must be at least
$25,000, except that the minimum Face Amount is $5,000 for Policies issued
with a Payroll Deduction Rider.

FIDELITY PORTFOLIOS -- The Equity-Income Portfolio of the Variable Insurance
Products Fund (FIDELITY VIP) and the Contrafund and Asset Manager Portfolios
of the Variable Insurance Products Fund II (FIDELITY VIP II).

FUND OF THE SEPARATE ACCOUNT (OR FUND) -- One of the subaccounts of the
Separate Account. Each Fund's name corresponds to the name of the Underlying
Fund in which it invests.

GENERAL ACCOUNT -- Assets we own that are not in a separate account, but
rather are held as part of our general assets. We sometimes refer to the
General Account as the INTEREST ACCUMULATION ACCOUNT, because amounts you
allocate to the General Account earn interest at a fixed rate that we change
from time to time.

INSURED PERSON -- The person on whose life a Policy is issued, or in other
words the person whose death will trigger payment of a death benefit under
your Policy.

INSURED PERSON'S AGE -- The insured person's age as of his or her last
birthday preceding the Policy Date. The insured person's "attained age" at
any time is the age on the Policy Date plus the number of successive twelve
month periods elapsed since the Policy Date.

-36-
<PAGE>

INVESTMENT ALTERNATIVES -- Our General Account and the Funds of the Separate
Account. You may allocate your premiums and transfer your Account Balance
among the Investment Alternatives.

INVESTMENT COMPANY -- Mutual of America Investment Corporation.

ISSUE DATE -- The date as of which we issued a Policy to you, as shown on
the Policy Specification Pages of your Policy.

MATURITY DATE -- The Policy Anniversary on which the insured person's
attained age equals 100.

MONTHLY ANNIVERSARY DAY -- The same day each month as the day on which the
Policy Date occurred.

PAYROLL DEDUCTION PROGRAM -- A program established by an employer under
which it agrees with its participating employees to deduct on each pay date
from the employees' salaries the scheduled premium payments for Policies
owned by the employees, their spouses or minor children. The employer remits
the premiums to us.

PAYROLL DEDUCTION RIDER -- A rider to a Policy issued under a Payroll
Deduction Program. If required by your State, we will incorporate the
provisions regarding Payroll Deduction into your Policy in lieu of issuing a
rider.

POLICY ANNIVERSARY -- The day each calendar year which is the anniversary
of the Policy Date.

POLICY DATE -- The effective date of the Policy, as shown on the Policy
Specification Pages of your Policy, which will not be later than the 28th
day of any month. The Policy goes into effect as of 12:01 a.m. on the Policy
Date.

POLICY LOAN -- The outstanding principal and unpaid accrued interest for
any loan in effect under a Policy.

POLICY MONTH -- The period beginning on the Policy Date or any Monthly
Anniversary Day and ending immediately before the next Monthly Anniversary
Day.

POLICYOWNER -- The person designated on the Policy Specification Pages of
your Policy as the owner.

POLICY YEAR -- The twelve-month period beginning on (a) the Policy Date,
or (b) each Policy Anniversary.

PREMIUM CLASS -- The mortality risk class of the insured person that we used
in setting rates for cost of insurance charges.

PROCEEDS -- The amount we will pay upon (a) surrender of the Policy, (b) the
death of the insured person or (c) the Maturity Date, which amount will vary
depending on the type of Proceeds being paid.

PROCESSING OFFICE -- The office of Mutual of America shown on the cover page
of this Prospectus, or any other location we may announce by advance written
notice to Policyowners, a field office we have designated, our toll-free
telephone facility or our Financial Transaction Processing Center, depending
on the transaction requested.

SCHEDULED PREMIUMS -- Premiums in the amount and at the intervals
specified in your Policy.

SCUDDER PORTFOLIOS -- The following three portfolios of the Scudder Variable
Life Investment Fund: Capital Growth Portfolio, Bond Portfolio and
International Portfolio.

SEPARATE ACCOUNT -- Mutual of America Separate Account No. 3, a separate
account of Mutual of America maintained under the laws of New York State and
registered with the Securities and Exchange Commission under the Investment
Company Act of 1940. The assets of the Separate Account are set aside and
kept separate from our other assets.

UNDERLYING FUNDS -- The funds or portfolios that are invested in by the
Separate Account Funds.

UNSCHEDULED PREMIUMS -- Premiums other than scheduled premiums that you are
permitted to pay under your Policy.

VALID TRANSACTION DATE -- The Business Day on which all of the requirements
for the completion of a transaction have been met. This includes receipt by
us at our Processing Office of all information, remittances,

-37-
<PAGE>

notices and papers necessary to process the requested transaction. If
requirements are met on a day that is not a Business Day, or after the close
of a Business Day, the Valid Transaction Date will be the next following
Business Day.

VALUATION DAY -- Each day that the New York Stock Exchange is open for
business until the close of the New York Stock Exchange that day.

VALUATION PERIOD -- A period beginning on the close of business of a
Valuation Day and ending on the close of the next Valuation Day.

WE, US, OUR, MUTUAL OF AMERICA -- Refer to Mutual of America Life
Insurance Company.

WRITTEN REQUEST -- A written request on an administrative form provided by
us or in a form otherwise acceptable to us.

YOU, YOUR -- Refer to a Policyowner.

-38-
<PAGE>

POLICY ILLUSTRATIONS

We have prepared the following tables to help show you how Account Balance
and Death Proceeds under
a Policy change with investment performance. The illustrations cover:

o both a Face Amount Plan and a Face Amount Plus Plan, for Face Amounts
of $100,000 and $500,000,
o both gender based cost of insurance rates applicable to standard
Policies and unisex cost of insurance rates applicable to Policies with
a Payroll Deduction Rider for Face Amounts of $100,000, and
o both our current cost of insurance rates and our guaranteed cost of
insurance rates.

The tables illustrate how Account Balance, which reflects all applicable
charges and deductions, and Death Proceeds of a Policy issued on an insured
person of a specified age would vary over time if the investment return on
the assets of each Underlying Fund was a uniform, after-tax, annual rate of
0%, 6% or 12%. The annual rate is assumed to be gross, or in other words is
before fees or expenses incurred by each Underlying Fund, other than
transaction expenses such as brokerage commissions. The Account Balance and
Death Proceeds would be different from those shown if the returns averaged
0%, 6% or 12%, but fluctuated over and under those averages throughout the
years.

The charges reflected in the tables using current cost of insurance charges
include those for monthly deductions for administration ($2 per month) and
cost of insurance, and daily charges for mortality and expense risks (0.85%
on an annual basis) and administration (0.40%, except that an administration
fee of 0.20% is shown for the American Century VP Capital Appreciation Fund
and an administrative fee of .30% is shown for the Fidelity VIP Funds,
because of current reimbursement arrangements).

The charges reflected in the tables using guaranteed cost of insurance
charges include maximum monthly deductions for administration ($10 per
month) and cost of insurance, daily charges for mortality and expense risks
(0.85% on an annual basis) and the maximum administration fee (0.65%, except
that an administration fee of 0.45% is shown for the American Century VP
Capital Appreciation Fund and an administrative fee of .55% is shown for the
Fidelity VIP Funds, based on current reimbursement arrangements).

A simple average of the investment management fees and other expenses of the
available Underlying Funds is reflected in all the tables. That average
total expense figure is 0.57%, based upon the 1998 expense ratios of the
Underlying Funds and the estimated expenses of the Investment Company
Mid-Cap Equity Index Fund. The expenses of the Underlying Funds may
fluctuate from year to year, but we have assumed they remain constant for
purposes of these tables. The Adviser for the Investment Company voluntarily
pays the expenses of each Fund of the Investment Company other than its
investment advisory fee and portfolio transaction expenses. If the
Investment Company Funds paid all of their expenses, the average total
expense figure would be higher and the death benefit and account balance
numbers in the illustrations would be lower.

After subtracting the average total expenses for the Underlying Funds and
the current expenses of the Separate Account Funds, the gross annual
investment returns shown in the illustrations of 0%, 6% and 12% are reduced
to -1.79%, 4.21% and 10.21%. After subtracting the average total expenses
for the Underlying Funds and maximum expenses for the Separate Account
Funds, the gross annual investment returns shown in the illustrations of 0%,
6% and 12% are reduced to -2.04%, 3.96% and 9.96%.

The tables assume that the insured person is a standard risk (non-smoker),
that scheduled premiums of the amounts specified in notes following the
tables are paid on each Policy Anniversary and that no transfers, partial
withdrawals, Policy Loans, changes in Basic Death Benefit plan or changes in
Face Amount are made.

The tables reflect the fact that no charges for federal, state or local
taxes are currently made against the Separate Account. If such a charge is
made in the future, it would take a higher gross rate of return to produce
after-tax returns of 0%, 6% and 12% than it does now. The tables show
Account Balances and Death Proceeds using current cost of insurance rates
and using the maximum cost of insurance rates (based on the 1980
Commissioners Standard Ordinary Smoker/Nonsmoker Mortality Tables).

-39-
<PAGE>

MUTUAL OF AMERICA LIFE INSURANCE COMPANY
VARIABLE UNIVERSAL LIFE INSURANCE POLICY

MALE ISSUE AGE 35 FACE AMOUNT PLAN
STANDARD NON-SMOKER FACE AMOUNT $100,000

USING OUR CURRENT COST OF INSURANCE CHARGES

<TABLE>
<CAPTION>
DEATH BENEFIT ACCOUNT BALANCE
----------------------------------- ------------------------------
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
PREMIUMS GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
END OF ACCUMULATED RETURN OF RETURN OF
POLICY AT 5% INTEREST ----------------------------------- ------------------------------
YEAR PER YEAR(1) 0% 6% 12% 0% 6% 12%
- ------------------- --------------- ----------- ----------- ----------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>

1 ............... $ 1,365 $100,000 $100,000 $100,000 $ 1,089 $ 1,160 $ 1,232
2 ............... 2,798 100,000 100,000 100,000 2,150 2,361 2,581
3 ............... 4,303 100,000 100,000 100,000 3,181 3,601 4,057
4 ............... 5,883 100,000 100,000 100,000 4,183 4,884 5,675
5 ............... 7,542 100,000 100,000 100,000 5,159 6,212 7,450
6 ............... 9,285 100,000 100,000 100,000 6,107 7,588 9,400
7 ............... 11,114 100,000 100,000 100,000 7,030 9,014 11,541
8 ............... 13,035 100,000 100,000 100,000 7,928 10,492 13,896
9 ............... 15,051 100,000 100,000 100,000 8,801 12,026 16,488
10 .............. 17,169 100,000 100,000 100,000 9,639 13,607 19,331
11 .............. 19,392 100,000 100,000 100,000 10,422 15,218 22,433
12 .............. 21,727 100,000 100,000 100,000 11,172 16,881 25,844
13 .............. 24,178 100,000 100,000 100,000 11,890 18,601 29,599
14 .............. 26,752 100,000 100,000 100,000 12,568 20,371 33,727
15 .............. 29,455 100,000 100,000 100,000 13,215 22,203 38,280
16 .............. 32,292 100,000 100,000 100,000 13,823 24,093 43,298
17 .............. 35,272 100,000 100,000 100,000 14,372 26,027 48,820
18 .............. 38,401 100,000 100,000 100,000 14,884 28,025 54,921
19 .............. 41,686 100,000 100,000 101,153 15,379 30,112 61,679
20 .............. 45,135 100,000 100,000 108,558 15,859 32,290 69,145
30 (age 65) ..... 90,689 100,000 100,000 243,092 17,093 58,366 199,256
35 (age 70) ..... 123,287 100,000 100,000 379,068 13,601 75,350 326,782
40 (age 75) ..... 164,892 100,000 104,218 568,062 4,570 97,400 530,899
</TABLE>

(1) Assumes that a premium of $1,300 is paid at the beginning of each
Policy Year.

In evaluating the above illustration, you should consider that:

o The hypothetical investment rates of return shown above are for
illustration purposes only, and you should not view them as indicative of
past or future investment rates of return. We do not make any
representation that these hypothetical rates of return can be achieved for
any one year or sustained over any period of time. Actual rates of return
may be more or less than those shown.

o The death benefits and Account Balances would be different from the
amounts shown if the rates of return averaged 0%, 6% or 12% over a period
of years, but varied above or below those averages in individual policy
years.

o The death benefits and Account Balances also would be different from the
amounts shown, depending on the allocation of Account Balance to the
Separate Account Funds, if the rates of return over all Funds averaged 0%,
6% or 12% but varied above or below those averages for individual Separate
Account Funds, or if any policy loan were made during the period.

-40-
<PAGE>

MUTUAL OF AMERICA LIFE INSURANCE COMPANY
VARIABLE UNIVERSAL LIFE INSURANCE POLICY

MALE ISSUE AGE 35 FACE AMOUNT PLAN
STANDARD NON-SMOKER FACE AMOUNT $100,000

USING OUR GUARANTEED COST OF INSURANCE CHARGES

<TABLE>
<CAPTION>
DEATH BENEFIT ACCOUNT BALANCE
-------------------------------------- --------------------------------
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
PREMIUMS GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
END OF ACCUMULATED RETURN OF RETURN OF
POLICY AT 5% INTEREST -------------------------------------- --------------------------------
YEAR PER YEAR(1) 0% 6% 12% 0% 6% 12%
- ------------------- --------------- ------------ ------------ ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>

1 ............... $ 1,365 $ 100,000 $ 100,000 $ 100,000 $ 1,051 $ 1,121 $ 1,192
2 ............... 2,798 100,000 100,000 100,000 2,061 2,266 2,480
3 ............... 4,303 100,000 100,000 100,000 3,020 3,424 3,862
4 ............... 5,883 100,000 100,000 100,000 3,942 4,607 5,358
5 ............... 7,542 100,000 100,000 100,000 4,815 5,805 6,968
6 ............... 9,285 100,000 100,000 100,000 5,642 7,019 8,702
7 ............... 11,114 100,000 100,000 100,000 6,425 8,250 10,574
8 ............... 13,035 100,000 100,000 100,000 7,154 9,487 12,587
9 ............... 15,051 100,000 100,000 100,000 7,830 10,733 14,775
10 .............. 17,169 100,000 100,000 100,000 8,468 12,000 17,169
11 .............. 19,392 100,000 100,000 100,000 9,056 13,288 19,782
12 .............. 21,727 100,000 100,000 100,000 9,587 14,593 22,630
13 .............. 24,178 100,000 100,000 100,000 10,073 15,924 25,748
14 .............. 26,752 100,000 100,000 100,000 10,504 17,276 29,160
15 .............. 29,455 100,000 100,000 100,000 10,883 18,649 32,899
16 .............. 32,292 100,000 100,000 100,000 11,211 20,047 37,004
17 .............. 35,272 100,000 100,000 100,000 11,480 21,461 41,512
18 .............. 38,401 100,000 100,000 100,000 11,682 22,886 46,463
19 .............. 41,686 100,000 100,000 100,000 11,807 24,314 51,908
20 .............. 45,135 100,000 100,000 100,000 11,858 25,748 57,911
30 (age 65) ..... 90,689 100,000 100,000 197,339 6,588 39,543 161,753
35 (age 70) ..... 123,287 0 100,000 302,230 0 44,638 260,543
40 (age 75) ..... 164,892 0 100,000 444,669 0 45,916 415,578
</TABLE>

(1) Assumes that a premium of $1,300 is paid at the beginning of each
Policy Year.

In evaluating the above illustration, you should consider that:

o The Death Benefits and Account Balances would be different from the
amounts shown if the rates of return averaged 0%, 6% or 12% over a period
of years, but varied above or below those averages in individual policy
years.

o The Death Benefits and Account Balances also would be different from the
amounts shown, depending on the allocation of Account Balance to the
Separate Account Funds, if the rates of return over all Funds averaged 0%,
6% or 12% but varied above or below those averages for individual Separate
Account Funds, or if any policy loan were made during the period.

-41-
<PAGE>

MUTUAL OF AMERICA LIFE INSURANCE COMPANY
VARIABLE UNIVERSAL LIFE INSURANCE POLICY

WITH PAYROLL DEDUCTION RIDER

MALE/FEMALE ISSUE AGE 35 FACE AMOUNT PLAN
STANDARD NON-SMOKER FACE AMOUNT $100,000

USING OUR CURRENT COST OF INSURANCE CHARGES

1 ............... $ 1,313 $ 100,000 $ 100,000 $ 100,000 $ 1,052 $ 1,121 $ 1,190
2 ............... 2,691 100,000 100,000 100,000 2,077 2,280 2,492
3 ............... 4,138 100,000 100,000 100,000 3,083 3,488 3,928
4 ............... 5,657 100,000 100,000 100,000 4,060 4,737 5,501
5 ............... 7,252 100,000 100,000 100,000 5,011 6,030 7,226
6 ............... 8,928 100,000 100,000 100,000 5,935 7,368 9,120
7 ............... 10,686 100,000 100,000 100,000 6,834 8,755 11,200
8 ............... 12,533 100,000 100,000 100,000 7,707 10,191 13,486
9 ............... 14,472 100,000 100,000 100,000 8,556 11,681 16,001
10 .............. 16,508 100,000 100,000 100,000 9,370 13,216 18,758
11 .............. 18,646 100,000 100,000 100,000 10,139 14,788 21,774
12 .............. 20,891 100,000 100,000 100,000 10,876 16,410 25,089
13 .............. 23,248 100,000 100,000 100,000 11,581 18,087 28,736
14 .............. 25,723 100,000 100,000 100,000 12,245 19,810 32,744
15 .............. 28,322 100,000 100,000 100,000 12,889 21,602 37,169
16 .............. 31,050 100,000 100,000 100,000 13,493 23,450 42,042
17 .............. 33,915 100,000 100,000 100,000 14,037 25,337 47,401
18 .............. 36,924 100,000 100,000 100,000 14,555 27,295 53,325
19 .............. 40,082 100,000 100,000 100,000 15,055 29,338 59,881
20 .............. 43,399 100,000 100,000 105,399 15,539 31,469 67,133
30 (age 65) ..... 87,201 100,000 100,000 236,450 17,106 57,007 193,812
35 (age 70) ..... 118,545 100,000 100,000 369,250 14,213 73,607 318,319
40 (age 75) ..... 158,550 100,000 101,593 554,162 6,443 94,946 517,909
</TABLE>

(1) Assumes that a premium of $1,250 is paid at the beginning of each
Policy Year.

In evaluating the above illustration, you should consider that:

-42-
<PAGE>

MUTUAL OF AMERICA LIFE INSURANCE COMPANY
VARIABLE UNIVERSAL LIFE INSURANCE POLICY

WITH PAYROLL DEDUCTION RIDER

MALE/FEMALE ISSUE AGE 35 FACE AMOUNT PLAN
STANDARD NON-SMOKER FACE AMOUNT $100,000

USING OUR GUARANTEED COST OF INSURANCE CHARGES

1 ............... $ 1,313 $ 100,000 $ 100,000 $ 100,000 $ 1,002 $ 1,069 $ 1,137
2 ............... 2,691 100,000 100,000 100,000 1,965 2,162 2,366
3 ............... 4,138 100,000 100,000 100,000 2,890 3,276 3,695
4 ............... 5,657 100,000 100,000 100,000 3,766 4,403 5,122
5 ............... 7,252 100,000 100,000 100,000 4,596 5,543 6,655
6 ............... 8,928 100,000 100,000 100,000 5,380 6,696 8,306
7 ............... 10,686 100,000 100,000 100,000 6,121 7,865 10,086
8 ............... 12,533 100,000 100,000 100,000 6,820 9,049 12,008
9 ............... 14,472 100,000 100,000 100,000 7,468 10,240 14,091
10 .............. 16,508 100,000 100,000 100,000 8,077 11,448 16,370
11 .............. 18,646 100,000 100,000 100,000 8,638 12,672 18,854
12 .............. 20,891 100,000 100,000 100,000 9,152 13,917 21,569
13 .............. 23,248 100,000 100,000 100,000 9,621 15,187 24,540
14 .............. 25,723 100,000 100,000 100,000 10,036 16,473 27,786
15 .............. 28,322 100,000 100,000 100,000 10,398 17,777 31,341
16 .............. 31,050 100,000 100,000 100,000 10,709 19,101 35,241
17 .............. 33,915 100,000 100,000 100,000 10,961 20,438 39,518
18 .............. 36,924 100,000 100,000 100,000 11,154 21,790 44,220
19 .............. 40,082 100,000 100,000 100,000 11,281 23,150 49,390
20 .............. 43,399 100,000 100,000 100,000 11,332 24,510 55,083
30 (age 65) ..... 87,201 100,000 100,000 188,343 6,792 37,831 154,380
35 (age 70) ..... 118,545 0 100,000 289,215 0 42,900 249,324
40 (age 75) ..... 158,550 0 100,000 426,632 0 44,581 398,722
</TABLE>

(1) Assumes that a premium of $1,250 is paid at the beginning of each
Policy Year.

In evaluating the above illustration, you should consider that:

-43-
<PAGE>

MUTUAL OF AMERICA LIFE INSURANCE COMPANY
VARIABLE UNIVERSAL LIFE INSURANCE POLICY

MALE ISSUE AGE 35 FACE AMOUNT PLUS PLAN
STANDARD NON-SMOKER FACE AMOUNT $100,000

USING OUR CURRENT COST OF INSURANCE CHARGES

<TABLE>
<CAPTION>
DEATH BENEFIT ACCOUNT BALANCE
----------------------------------- -------------------------------
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
PREMIUMS GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
END OF ACCUMULATED RETURN OF RETURN OF
POLICY AT 5% INTEREST ----------------------------------- -------------------------------
YEAR PER YEAR(1) 0% 6% 12% 0% 6% 12%
- --------------- --------------- ----------- ----------- ----------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>

1 ........... $ 2,205 $101,864 $101,983 $102,102 $ 1,864 $ 1,983 $ 2,102
2 ........... 4,520 103,692 104,047 104,417 3,692 4,047 4,417
3 ........... 6,951 105,474 106,185 106,954 5,474 6,185 6,954
4 ........... 9,504 107,213 108,401 109,738 7,213 8,401 9,738
5 ........... 12,184 108,909 110,697 112,794 8,909 10,697 12,794
6 ........... 14,998 110,562 113,078 116,149 10,562 13,078 16,149
7 ........... 17,953 112,174 115,547 119,834 12,174 15,547 19,834
8 ........... 21,056 113,745 118,108 123,882 13,745 18,108 23,882
9 ........... 24,314 115,276 120,764 128,331 15,276 20,764 28,331
10 .......... 27,734 116,756 123,508 133,209 16,756 23,508 33,209
11 .......... 31,326 118,162 126,318 138,535 18,162 26,318 38,535
12 .......... 35,097 119,519 129,221 144,378 19,519 29,221 44,378
13 .......... 39,057 120,828 132,223 150,794 20,828 32,223 50,794
14 .......... 43,215 122,078 135,314 157,826 22,078 35,314 57,826
15 .......... 47,581 123,282 138,510 165,551 23,282 38,510 65,551
16 .......... 52,165 124,428 141,804 174,027 24,428 41,804 74,027
17 .......... 56,978 125,495 145,176 183,304 25,495 45,176 83,304
18 .......... 62,032 126,507 148,653 193,491 26,507 48,653 93,491
19 .......... 67,339 127,489 152,264 204,706 27,489 52,264 104,706
20 .......... 72,910 128,441 156,014 217,053 28,441 56,014 117,053
30 (age 65) . 146,498 133,184 198,691 430,379 33,184 98,691 330,379
35 (age 70) . 199,156 130,560 222,010 638,498 30,560 122,010 538,498
40 (age 75) . 266,364 122,360 244,001 969,236 22,360 144,001 869,236
</TABLE>

(1) Assumes that a premium of $2,100 is paid at the beginning of each
Policy Year.

In evaluating the above illustration, you should consider that:

-44-
<PAGE>

MUTUAL OF AMERICA LIFE INSURANCE COMPANY
VARIABLE UNIVERSAL LIFE INSURANCE POLICY

MALE ISSUE AGE 35 FACE AMOUNT PLUS PLAN
STANDARD NON-SMOKER FACE AMOUNT $100,000

USING OUR GUARANTEED COST OF INSURANCE CHARGES

1 ............... $ 2,205 $ 101,824 $ 101,942 $ 102,060 $ 1,824 $ 1,942 $ 2,060
2 ............... 4,520 103,583 103,930 104,291 3,583 3,930 4,291
3 ............... 6,951 105,265 105,952 106,696 5,265 5,952 6,696
4 ............... 9,504 106,885 108,021 109,301 6,885 8,021 9,301
5 ............... 12,184 108,432 110,126 112,112 8,432 10,126 12,112
6 ............... 14,998 109,909 112,271 115,172 9,909 12,271 15,172
7 ............... 17,953 111,318 114,474 118,512 11,318 14,474 18,512
8 ............... 21,056 112,658 116,728 122,147 12,658 16,728 22,147
9 ............... 24,314 113,935 119,034 126,106 13,935 19,034 26,106
10 .............. 27,734 115,162 121,407 130,434 15,162 21,407 30,434
11 .............. 31,326 116,329 123,838 135,155 16,329 23,838 35,155
12 .............. 35,097 117,424 126,315 140,296 17,424 26,315 40,296
13 .............. 39,057 118,461 128,854 145,910 18,461 28,854 45,910
14 .............. 43,215 119,429 131,445 152,034 19,429 31,445 52,034
15 .............. 47,581 120,331 134,089 158,717 20,331 34,089 58,717
16 .............. 52,165 121,166 136,788 166,015 21,166 36,788 66,015
17 .............. 56,978 121,925 139,534 173,977 21,925 39,534 73,977
18 .............. 62,032 122,598 142,314 182,655 22,598 42,314 82,655
19 .............. 67,339 123,173 145,119 192,110 23,173 45,119 92,110
20 .............. 72,910 123,654 147,949 202,418 23,654 47,949 102,418
30 (age 65) ..... 146,498 121,652 175,533 373,290 21,652 75,533 273,290
35 (age 70) ..... 199,156 113,630 185,349 532,485 13,630 85,349 432,485
40 (age 75) ..... 266,364 0 187,053 776,680 0 87,053 676,680
</TABLE>

(1) Assumes that a premium of $2,100 is paid at the beginning of each
Policy Year.

In evaluating the above illustration, you should consider that:

-45-
<PAGE>

MUTUAL OF AMERICA LIFE INSURANCE COMPANY
VARIABLE UNIVERSAL LIFE INSURANCE POLICY
WITH PAYROLL DEDUCTION RIDER

MALE/FEMALE ISSUE AGE 35 FACE AMOUNT PLUS PLAN
STANDARD NON-SMOKER FACE AMOUNT $100,000

USING OUR CURRENT COST OF INSURANCE CHARGES

1 ............... $ 2,100 $ 101,779 $ 101,892 $ 102,006 $ 1,779 $ 1,892 $ 2,006
2 ............... 4,305 103,522 103,860 104,213 3,522 3,860 4,213
3 ............... 6,620 105,233 105,911 106,645 5,233 5,911 6,645
4 ............... 9,051 106,901 108,035 109,312 6,901 8,035 9,312
5 ............... 11,604 108,528 110,237 112,239 8,528 10,237 12,239
6 ............... 14,284 110,114 112,519 115,453 10,114 12,519 15,453
7 ............... 17,098 111,659 114,885 118,982 11,659 14,885 18,982
8 ............... 20,053 113,165 117,338 122,858 13,165 17,338 22,858
9 ............... 23,156 114,632 119,882 127,118 14,632 19,882 27,118
10 .............. 26,414 116,049 122,509 131,787 16,049 22,509 31,787
11 .............. 29,834 117,406 125,209 136,895 17,406 25,209 36,895
12 .............. 33,426 118,714 127,999 142,499 18,714 27,999 42,499
13 .............. 37,197 119,974 130,881 148,650 19,974 30,881 48,650
14 .............. 41,157 121,177 133,848 155,392 21,177 33,848 55,392
15 .............. 45,315 122,346 136,928 162,808 22,346 36,928 62,808
16 .............. 49,681 123,459 140,100 170,945 23,459 40,100 70,945
17 .............. 54,265 124,492 143,345 179,848 24,492 43,345 79,848
18 .............. 59,078 125,483 146,702 189,635 25,483 46,702 89,635
19 .............. 64,132 126,445 150,188 200,409 26,445 50,188 100,409
20 .............. 69,439 127,377 153,808 212,270 27,377 53,808 112,270
30 (age 65) ..... 139,522 132,301 195,278 417,512 32,301 95,278 317,512
35 (age 70) ..... 189,673 130,245 218,361 618,183 30,245 118,361 518,183
40 (age 75) ..... 253,680 123,129 240,712 937,556 23,129 140,712 837,556
</TABLE>

(1) Assumes that a premium of $2,000 is paid at the beginning of each
Policy Year.

In evaluating the above illustration, you should consider that:

-46-
<PAGE>

MUTUAL OF AMERICA LIFE INSURANCE COMPANY
VARIABLE UNIVERSAL LIFE INSURANCE POLICY
WITH PAYROLL DEDUCTION RIDER

MALE/FEMALE ISSUE AGE 35 FACE AMOUNT PLUS PLAN
STANDARD NON-SMOKER FACE AMOUNT $100,000

USING OUR GUARANTEED COST OF INSURANCE CHARGES

1 ............... $ 2,100 $101,727 $101,839 $101,951 $ 1,727 $ 1,839 $ 1,951
2 ............... 4,305 103,392 103,721 104,064 3,392 3,721 4,064
3 ............... 6,620 104,995 105,646 106,352 4,995 5,646 6,352
4 ............... 9,051 106,525 107,603 108,817 6,525 7,603 8,817
5 ............... 11,604 107,987 109,593 111,476 7,987 9,593 11,476
6 ............... 14,284 109,380 111,617 114,364 9,380 11,617 14,364
7 ............... 17,098 110,708 113,691 117,514 10,708 13,691 17,514
8 ............... 20,053 111,975 115,822 120,952 11,975 15,822 20,952
9 ............... 23,156 113,179 118,000 124,694 13,179 18,000 24,694
10 .............. 26,414 114,336 120,241 128,784 14,336 20,241 28,784
11 .............. 29,834 115,433 122,533 133,244 15,433 22,533 33,244
12 .............. 33,426 116,472 124,880 138,109 16,472 24,880 38,109
13 .............. 37,197 117,454 127,282 143,422 17,454 27,282 43,422
14 .............. 41,157 118,369 129,731 149,213 18,369 29,731 49,213
15 .............. 45,315 119,218 132,228 155,530 19,218 32,228 55,530
16 .............. 49,681 120,002 134,774 162,426 20,002 34,774 62,426
17 .............. 54,265 120,771 137,360 169,945 20,711 37,360 69,945
18 .............. 59,078 121,345 139,988 178,151 21,345 39,988 78,151
19 .............. 64,132 121,896 142,645 187,097 21,896 42,645 87,097
20 .............. 69,439 122,352 145,323 196,847 22,352 45,323 96,847
30 (age 65) ..... 139,522 120,916 171,965 359,141 20,916 71,965 259,141
35 (age 70) ..... 189,673 113,869 182,033 510,881 13,869 82,033 410,881
40 (age 75) ..... 253,680 0 185,161 744,380 0 85,161 644,380
</TABLE>

(1) Assumes that a premium of $2,000 is paid at the beginning of each
Policy Year.

In evaluating the above illustration, you should consider that:

-47-
<PAGE>

MUTUAL OF AMERICA LIFE INSURANCE COMPANY
VARIABLE UNIVERSAL LIFE INSURANCE POLICY

MALE ISSUE AGE 45 FACE AMOUNT PLAN
STANDARD NON-SMOKER FACE AMOUNT $500,000

USING OUR CURRENT COST OF INSURANCE CHARGES

<TABLE>
<CAPTION>
DEATH BENEFIT ACCOUNT BALANCE
------------------------------------ ----------------------------------
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
PREMIUMS GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
END OF ACCUMULATED RETURN OF RETURN OF
POLICY AT 5% INTEREST ------------------------------------ ----------------------------------
YEAR PER YEAR(1) 0% 6% 12% 0% 6% 12%
- ------------------ --------------- ----------- ----------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>

1 .............. $ 10,763 $500,000 $500,000 $ 500,000 $ 8,702 $ 9,273 $ 9,845
2 .............. 22,063 500,000 500,000 500,000 17,154 18,842 20,601
3 .............. 33,929 500,000 500,000 500,000 25,424 28,786 32,431
4 .............. 46,388 500,000 500,000 500,000 33,405 39,011 45,335
5 .............. 59,470 500,000 500,000 500,000 41,161 49,593 59,495
6 .............. 73,206 500,000 500,000 500,000 48,699 60,552 75,049
7 .............. 87,628 500,000 500,000 500,000 55,920 71,807 92,051
8 .............. 102,772 500,000 500,000 500,000 62,887 83,433 110,721
9 .............. 118,673 500,000 500,000 500,000 69,763 95,607 131,396
10 ............. 135,370 500,000 500,000 500,000 76,498 108,307 154,247
11 ............. 152,901 500,000 500,000 500,000 82,996 121,465 179,430
12 ............. 171,308 500,000 500,000 500,000 89,168 135,024 207,138
13 ............. 190,636 500,000 500,000 500,000 95,072 149,062 237,716
14 ............. 210,930 500,000 500,000 500,000 100,671 163,576 271,477
15 ............. 232,239 500,000 500,000 500,000 105,927 178,566 308,787
16 ............. 254,614 500,000 500,000 500,000 110,851 194,078 350,095
17 ............. 278,107 500,000 500,000 506,720 115,362 210,090 395,875
18 ............. 302,775 500,000 500,000 562,440 119,518 226,693 446,381
19 ............. 328,676 500,000 500,000 622,336 123,283 243,915 501,884
20 (age 65) .... 355,872 500,000 500,000 686,698 126,580 261,762 562,867
25 (age 70) .... 513,663 500,000 500,000 1,125,549 135,376 362,925 970,301
30 (age 75) .... 715,048 500,000 527,972 1,737,859 125,906 493,432 1,624,167
</TABLE>

(1) Assumes that a premium of $10,250 is paid at the beginning of each
Policy Year.

In evaluating the above illustration, you should consider that:

-48-
<PAGE>

MUTUAL OF AMERICA LIFE INSURANCE COMPANY
VARIABLE UNIVERSAL LIFE INSURANCE POLICY

MALE ISSUE AGE 45 FACE AMOUNT PLAN
STANDARD NON-SMOKER FACE AMOUNT $500,000

USING OUR GUARANTEED COST OF INSURANCE CHARGES

<TABLE>
<CAPTION>
DEATH BENEFIT ACCOUNT BALANCE
-------------------------------------- ---------------------------------
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
PREMIUMS GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
END OF ACCUMULATED RETURN OF RETURN OF
POLICY AT 5% INTEREST -------------------------------------- ---------------------------------
YEAR PER YEAR(1) 0% 6% 12% 0% 6% 12%
- ----------------- --------------- ------------ ------------ ------------ --------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>

1 ............. $ 10,763 $ 500,000 $ 500,000 $ 500,000 $ 7,678 $ 8,214 $ 8,752
2 ............. 22,063 500,000 500,000 500,000 14,975 16,528 18,149
3 ............. 33,929 500,000 500,000 500,000 21,986 25,038 28,353
4 ............. 46,388 500,000 500,000 500,000 28,668 33,703 39,401
5 ............. 59,470 500,000 500,000 500,000 35,032 42,542 51,394
6 ............. 73,206 500,000 500,000 500,000 41,089 51,569 64,444
7 ............. 87,628 500,000 500,000 500,000 46,794 60,748 78,626
8 ............. 102,772 500,000 500,000 500,000 52,107 70,046 94,026
9 ............. 118,673 500,000 500,000 500,000 56,986 79,429 110,750
10 ............ 135,370 500,000 500,000 500,000 61,445 88,917 128,974
11 ............ 152,901 500,000 500,000 500,000 65,444 98,484 148,850
12 ............ 171,308 500,000 500,000 500,000 68,943 108,103 170,560
13 ............ 190,636 500,000 500,000 500,000 72,007 117,845 194,401
14 ............ 210,930 500,000 500,000 500,000 74,541 127,645 220,589
15 ............ 232,239 500,000 500,000 500,000 76,557 137,528 249,463
16 ............ 254,614 500,000 500,000 500,000 77,961 147,438 281,350
17 ............ 278,107 500,000 500,000 500,000 78,710 157,362 316,678
18 ............ 302,775 500,000 500,000 500,000 78,756 167,291 355,956
19 ............ 328,676 500,000 500,000 500,000 77,951 177,140 399,760
20 (age 65) ... 355,872 500,000 500,000 546,926 76,239 186,906 448,300
25 (age 70) ... 513,663 500,000 500,000 889,990 50,811 234,063 767,233
30 (age 75) ... 715,048 0 500,000 1,356,392 0 274,516 1,267,656
</TABLE>

(1) Assumes that a premium of $10,250 is paid at the beginning of each
Policy Year.

In evaluating the above illustration, you should consider that:

-49-
<PAGE>

MUTUAL OF AMERICA LIFE INSURANCE COMPANY
VARIABLE UNIVERSAL LIFE INSURANCE POLICY

MALE ISSUE AGE 45 FACE AMOUNT PLUS PLAN
STANDARD NON-SMOKER FACE AMOUNT $500,000

USING OUR CURRENT COST OF INSURANCE CHARGES

<TABLE>
<CAPTION>
DEATH BENEFIT ACCOUNT BALANCE
------------------------------------- ----------------------------------
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
PREMIUMS GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
END OF ACCUMULATED RETURN OF RETURN OF
POLICY AT 5% INTEREST ------------------------------------- ----------------------------------
YEAR PER YEAR(1) 0% 6% 12% 0% 6% 12%
- ------------------- --------------- ----------- ------------ ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>

1 ............... $ 16,380 $513,930 $ 514,821 $ 515,712 $ 13,930 $ 14,821 $ 15,712
2 ............... 33,579 527,493 530,143 532,902 27,493 30,143 32,902
3 ............... 51,638 540,753 546,049 551,784 40,753 46,049 51,784
4 ............... 70,600 553,597 562,440 572,404 53,597 62,440 72,404
5 ............... 90,510 566,093 579,399 595,002 66,093 79,399 95,002
6 ............... 111,415 578,246 596,949 619,782 78,246 96,949 119,782
7 ............... 133,366 589,944 614,993 646,838 89,944 114,993 146,838
8 ............... 156,414 601,254 633,612 676,467 101,254 133,612 176,467
9 ............... 180,615 612,362 653,015 709,121 112,362 153,015 209,121
10 .............. 206,026 623,212 673,173 745,045 123,212 173,173 245,045
11 .............. 232,707 633,689 693,996 784,448 133,689 193,996 284,448
12 .............. 260,723 643,682 715,389 827,557 143,682 215,389 327,557
13 .............. 290,139 653,258 737,437 874,815 153,258 237,437 374,815
14 .............. 321,026 662,365 760,106 926,582 162,365 260,106 426,582
15 .............. 353,457 670,953 783,362 983,254 170,953 283,362 483,254
16 .............. 387,510 679,031 807,229 1,045,333 179,031 307,229 545,333
17 .............. 423,265 686,489 831,609 1,113,244 186,489 331,609 613,244
18 .............. 460,808 693,397 856,587 1,187,646 193,397 356,587 687,646
19 .............. 500,229 699,707 882,125 1,269,138 199,707 382,125 769,138
20 (age 65) ..... 541,620 705,309 908,124 1,358,317 205,309 408,124 858,317
25 (age 70) ..... 781,770 721,862 1,044,355 1,948,464 221,862 544,355 1,448,464
30 (age 75) ..... 1,088,268 712,985 1,184,199 2,876,346 212,985 684,199 2,376,346
</TABLE>

(1) Assumes that a premium of $15,600 is paid at the beginning of each
Policy Year.

In evaluating the above illustration, you should consider that:

-50-
<PAGE>

MUTUAL OF AMERICA LIFE INSURANCE COMPANY
VARIABLE UNIVERSAL LIFE INSURANCE POLICY

MALE ISSUE AGE 45 FACE AMOUNT PLUS PLAN
STANDARD NON-SMOKER FACE AMOUNT $500,000

USING OUR GUARANTEED COST OF INSURANCE CHARGES

<TABLE>
<CAPTION>
DEATH BENEFIT ACCOUNT BALANCE
------------------------------------ ----------------------------------
ASSUMING HYPOTHETICAL ASSUMING HYPOTHETICAL
PREMIUMS GROSS ANNUAL INVESTMENT GROSS ANNUAL INVESTMENT
END OF ACCUMULATED RETURN OF RETURN OF
POLICY AT 5% INTEREST ------------------------------------ ----------------------------------
YEAR PER YEAR(1) 0% 6% 12% 0% 6% 12%
- ------------------ --------------- ----------- ----------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>

1 .............. $ 16,380 $512,849 $513,705 $ 514,563 $ 12,849 $ 13,705 $ 14,563
2 .............. 33,579 525,199 527,708 530,324 25,199 27,708 30,324
3 .............. 51,638 537,118 542,082 547,465 37,118 42,082 47,465
4 .............. 70,600 548,557 556,779 566,060 48,557 56,779 66,060
5 .............. 90,510 559,526 571,814 586,255 59,526 71,814 86,255
6 .............. 111,415 570,033 587,199 608,208 70,033 87,199 108,208
7 .............. 133,366 580,029 602,887 632,032 80,029 102,887 132,032
8 .............. 156,414 589,466 618,828 657,849 89,466 118,828 157,849
9 .............. 180,615 598,294 634,971 685,796 98,294 134,971 185,796
10 ............. 206,026 606,527 651,325 716,084 106,527 151,325 216,084
11 ............. 232,707 614,118 667,837 748,883 114,118 167,837 248,883
12 ............. 260,723 621,019 684,450 784,380 121,019 184,450 284,380
13 ............. 290,139 627,306 701,231 822,907 127,306 201,231 322,907
14 ............. 321,026 632,870 718,064 864,640 132,870 218,064 364,640
15 ............. 353,457 637,728 734,951 909,897 137,728 234,951 409,897
16 ............. 387,510 641,774 751,771 958,904 141,774 251,771 458,904
17 ............. 423,265 644,967 768,461 1,011,970 144,967 268,461 511,970
18 ............. 460,808 647,264 784,954 1,069,436 147,264 284,954 569,436
19 ............. 500,229 648,505 801,057 1,131,553 148,505 301,057 631,553
20 (age 65) .... 541,620 648,653 816,696 1,198,718 148,653 316,696 698,718
25 (age 70) .... 781,770 630,846 884,060 1,626,285 130,846 384,060 1,126,285
30 (age 75) .... 1,088,268 570,315 914,777 2,255,008 70,315 414,777 1,755,008
</TABLE>

(1) Assumes that a premium of $15,600 is paid at the beginning of each
Policy Year.

In evaluating the above illustration, you should consider that:

-51-
<PAGE>

FINANCIAL STATEMENTS

The Separate Account had not commenced operations as of the date of this
Prospectus. Accordingly, no financial statements of the Separate Account are
included in the Prospectus.

Below are the consolidated financial statements of Mutual of America for the
year ended December 31, 1998 and for the nine months ended September 30,
1999 (unaudited). You should consider these financial statements as bearing
upon the ability of Mutual of America to meet its obligations under the
Policies. You should not consider them as bearing upon the investment
experience of the Separate Account Funds.

<TABLE>
<S> <C>
MUTUAL OF AMERICA LIFE INSURANCE COMPANY - NINE MONTHS ENDED SEPTEMBER 30,
1999 (UNAUDITED)
PAGE
-
Condensed Consolidated Statement of Financial Condition ........... 53
Condensed Consolidated Statements of Operations and Surplus ....... 54
Condensed Consolidated Statements of Cash Flows ................... 55
Notes to Condensed Consolidated Financial Statements (unaudited) .. 56
</TABLE>

<TABLE>
<S> <C>
MUTUAL OF AMERICA LIFE INSURANCE COMPANY - YEAR ENDED DECEMBER 31, 1998
PAGE
-
Report of Independent Public Accountants ................................ 58
Consolidated Statements of Financial Condition .......................... 59
Consolidated Statements of Operations and Surplus ....................... 60
Consolidated Statements of Cash Flows ................................... 61
Notes to Consolidated Financial Statements .............................. 62
</TABLE>

-52-
<PAGE>

MUTUAL OF AMERICA LIFE INSURANCE COMPANY

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION

SEPTEMBER 30, 1999
(UNAUDITED)

<TABLE>
<CAPTION>
1999
--------------
(IN MILLIONS)
<S> <C>
ASSETS
GENERAL ACCOUNT ASSETS
Bonds and notes .......................................... $ 4,878.4
Common stock ............................................. 341.1
Preferred stock .......................................... 41.4
Cash and short-term investments .......................... 72.1
Other invested assets .................................... 135.1
Mortgage loans ........................................... 18.7
Real estate .............................................. 320.0
Policy loans ............................................. 104.8
Investment income accrued ................................ 95.5
Other assets ............................................. 18.5
----------
Total General Account assets ........................... 6,025.6
SEPARATE ACCOUNT ASSETS ................................... 4,344.0
----------
TOTAL ASSETS .............................................. $ 10,369.6
==========
LIABILITIES AND SURPLUS
GENERAL ACCOUNT LIABILITIES
Insurance and annuity reserves ........................... $ 4,859.9
Other contract liabilities and reserves .................. 11.3
Debt and interest payable ................................ 139.4
Other liabilities ........................................ 90.9
Interest maintenance reserve -- net of taxes of $7.6 million 189.4
----------
Total General Account liabilities ...................... 5,290.9
SEPARATE ACCOUNT LIABILITIES .............................. 4,344.0
----------
Total liabilities ...................................... 9,634.9
----------
ASSET VALUATION RESERVE ................................... 108.3
----------

SURPLUS
Assigned surplus ......................................... 1.2
Unassigned surplus ....................................... 625.2
----------
Total surplus .......................................... 626.4
----------
TOTAL LIABILITIES AND SURPLUS ............................. $ 10,369.6
==========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

-53-
<PAGE>

MUTUAL OF AMERICA LIFE INSURANCE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND SURPLUS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)

<TABLE>
<CAPTION>
1999 1998
----------- -----------
(IN MILLIONS)
<S> <C> <C>
INCOME
Premiums and annuity considerations ..................... $ 696.2 $ 570.1
Net investment income ................................... 288.0 305.6
Separate Account investment and administrative fees ..... 36.8 30.8
Other income (expense), net ............................. .8 (.5)
--------- --------
Total income .......................................... 1,021.8 906.0
--------- --------

DEDUCTIONS
Increase in insurance and annuity reserves .............. 50.2 12.2
Benefits ................................................ 818.4 745.8
Operating expenses ...................................... 115.9 109.0
--------- --------
Total deductions ...................................... 984.5 867.0
--------- --------

Net gain from operations ................................. 37.3 39.0
Net realized capital gains ............................... 21.6 17.4
Federal income tax expense ............................... (.5) (.6)
--------- --------
Net income ............................................ 58.4 55.8

SURPLUS TRANSACTIONS
Change in asset valuation reserve ....................... 10.2 19.2
Change in net unrealized capital gains (losses) ......... (33.3) (42.6)
Change in non-admitted assets and other, net ............ (3.7) (5.4)
--------- --------
Net change in surplus ................................. 31.6 27.0

SURPLUS, AT BEGINNING OF PERIOD .......................... 594.8 523.9
--------- --------
SURPLUS, AT END OF PERIOD ................................ $ 626.4 $ 550.9
========= ========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

-54-
<PAGE>

MUTUAL OF AMERICA LIFE INSURANCE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)

<TABLE>
<CAPTION>
1999 1998
----------- -----------
(IN MILLIONS)
<S> <C> <C>
CASH PROVIDED
Premiums and annuity considerations ............................... $ 696.2 $ 570.1
Investment income received ........................................ 263.1 250.9
Expense allowance on reinsurance ceded and reserve adjustment ..... (2.4) (2.2)
Separate Account investment and administrative fees ............... 36.8 30.8
Other ............................................................. .7 2.7
--------- --------
Total receipts ................................................... 994.4 852.3
--------- --------

Benefits paid ..................................................... 818.6 777.0
Investment and operating expenses paid ............................ 120.6 116.8
Net transfers to separate accounts ................................ 117.8 66.5
--------- --------
Total payments ................................................... 1,057.0 960.3
--------- --------
Net cash used by operations ...................................... (62.6) (108.0)
Proceeds from long-term investments sold, matured or repaid ....... 1,343.3 3,685.4
Other -- net ...................................................... 33.3 48.8
--------- --------
Total cash provided .............................................. 1,314.0 3,626.2
--------- --------

CASH APPLIED
Cost of long-term investments acquired ............................ 1,318.2 3,534.0
Other -- net ...................................................... 22.4 71.7
--------- --------
Total cash applied ............................................... 1,340.6 3,605.7
--------- --------
Net change in cash and short-term investments .................... (26.6) 20.5

CASH AND SHORT-TERM INVESTMENTS
Beginning of period ............................................... 98.7 67.2
--------- --------
End of period ..................................................... $ 72.1 $ 87.7
========= ========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

-55-
<PAGE>

MUTUAL OF AMERICA LIFE INSURANCE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 1999 AND 1998

1. PRINCIPLES OF CONSOLIDATION

The accompanying interim financial statements include the consolidated
accounts of Mutual of America Life Insurance Company ("Mutual of America") and
its wholly owned subsidiaries (collectively referred to as "Company").
Significant intercompany balances and transactions have been eliminated in
consolidation.

2. BASIS OF PRESENTATION

Mutual of America is licensed under New York Insurance Law as a mutual
life insurance company. The accompanying condensed consolidated financial
statements of the Company are presented in conformity with statutory accounting
principles prescribed or permitted by the State of New York Insurance
Department, which practices differ from generally accepted accounting
principles. These financial statements and accompanying footnotes, while in
accordance with interim reporting guidelines, do not include all of the
information and disclosures required for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the nine months ended September 30, 1999 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1999. The accompanying unaudited condensed consolidated financial
statements should be read in conjunction with the audited consolidated
financial statements and related notes for the year ended December 31, 1998
included in this Prospectus.

The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent liabilities at the date of the
financial statements and their reported amounts of revenues and expense during
the reporting period. Actual results could differ from these estimates.

3. FIXED MATURITY AND EQUITY SECURITIES

At September 30, 1999, net unrealized losses in the fixed maturity
securities (bonds and notes) portfolio totalled $196.4 million, compared to net
unrealized gains of $40.1 million at December 31, 1998. Net unrealized
appreciation of equity securities (common and preferred stocks) was $42.0
million as of September 30, 1999 as compared to $51.4 million at December 31,
1998.

4. PREMIUMS AND ANNUITY CONSIDERATIONS

Single premium annuity business accounted for a substantial portion of the
Company's increase in premiums and annuity considerations for the first nine
months of 1999 compared to the same period in 1998. In 1998, the Company wrote
most of its single premium annuity business in the fourth quarter of the year.

5. NET INVESTMENT INCOME

The decrease in the Company's net investment income in 1999 resulted from
a decline in Interest Maintenance Reserve ("IMR"). A one time adjustment of
$20.6 million in 1998 increased the amount of IMR income recognized for that
year.

6. SURPLUS ADJUSTMENT

During the second quarter of 1999, two bond investments with a book value
of approximately $39.1 million defaulted and the issuers filed for Chapter 11
bankruptcy. As of September 30, 1999, the Company had written down its
investment by $24.0 million in order to adjust the carrying value of the bonds
to their estimated fair market value. Such unrealized losses were recorded as a
direct reduction in the Company's surplus.

-56-
<PAGE>

MUTUAL OF AMERICA LIFE INSURANCE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(CONTINUED)

7. ASSUMPTION OF SUBSIDIARY BUSINESS

As part of a consolidation of its insurance operations, Mutual of America
and its wholly-owned subsidiary, The American Life Insurance Company of New
York ("American Life"), have entered into an assumption reinsurance agreement
covering American Life's group business and will enter into an assumption
reinsurance agreement covering American Life's individual business. Under these
agreements, American Life will cede and Mutual of America will seek to assume
substantially all of American Life's outstanding business. Mutual of America's
assumption reinsurance of American Life's group contracts is scheduled to take
effect as of January 1, 2000, and its assumption reinsurance of American Life's
individual contracts is scheduled to take effect as of April 1, 2000, subject
to compliance with applicable regulatory requirements. After Mutual of America
completes the assumption reinsurance transactions, it intends to sell the
outstanding common stock of American Life to a third party.

8. SUBSEQUENT EVENT

On October 15, 1999, the $135.0 million note payable reflected in the
accompanying September 30, 1999 statement of financial condition matured and
was paid in full (including $4.4 million of accrued interest related to the
note). This repayment was funded from the sale of approximately $139.4 million
of the Company's bond investments.

-57-
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Mutual of America Life Insurance Company:

We have audited the accompanying consolidated statements of financial
condition of Mutual of America Life Insurance Company and its subsidiaries as
of December 31, 1998 and 1997, and the related consolidated statements of
operations and surplus and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

As described in Note 1, the accompanying statutory-basis financial
statements were prepared in conformity with the accounting practices prescribed
or permitted by the State of New York Insurance Department which practices
differ from generally accepted accounting principles. The variances between
such practices and generally accepted accounting principles and the effects on
the accompanying financial statements are described in Note 9.

In our opinion, because of the effects of the matter described in the
third paragraph and more fully discussed in Note 9, the financial statements
referred to above do not present fairly, in conformity with generally accepted
accounting principles, the financial position of Mutual of America Life
Insurance Company and its subsidiaries as of December 31, 1998 and 1997, or the
results of their operations or their cash flows for the years then ended.
Furthermore, in our opinion, the supplemental data included in Note 9
reconciling net income and surplus as shown in the financial statements to net
income and surplus as determined in conformity with generally accepted
accounting principles, present fairly, in all material respects, the
information shown therein.

However, in our opinion, the statutory-basis consolidated financial
statements referred to above present fairly, in all material respects, the
financial position of Mutual of America Life Insurance Company and its
subsidiaries as of December 31, 1998 and 1997, and the results of their
operations and their cash flows for the years then ended in conformity with
accounting practices prescribed or permitted by the State of New York Insurance
Department.

[GRAPHIC OMITTED]

New York, New York
February 19, 1999

-58-
<PAGE>

MUTUAL OF AMERICA LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>
1998 1997
----------------- -----------------
<S> <C> <C>
ASSETS
GENERAL ACCOUNT ASSETS
Bonds and notes ................................... $ 4,874,244,008 $4,795,022,564
Common stocks ..................................... 339,524,394 413,939,170
Preferred stocks .................................. 55,771,462 59,466,239
Cash and short-term investments ................... 98,685,966 67,164,422
Guaranteed funds transferable (Note 3) ............ 115,902,196 121,130,991
Mortgage loans .................................... 19,289,253 41,315,430
Real estate ....................................... 324,024,030 331,991,341
Policy loans ...................................... 100,633,395 97,854,314
Other invested assets ............................. 33,606,096 20,137,960
Investment income accrued ......................... 90,018,584 79,087,631
Receivables ....................................... 8,363,971 9,307,851
Other assets ...................................... 10,847,128 31,266,929
--------------- --------------
Total general account assets .................... 6,070,910,483 6,067,684,842
SEPARATE ACCOUNT ASSETS ............................ 4,039,275,044 3,456,072,983
--------------- --------------
TOTAL ASSETS ....................................... $10,110,185,527 $9,523,757,825
=============== ==============
LIABILITIES AND SURPLUS
GENERAL ACCOUNT LIABILITIES
Insurance and annuity reserves .................... $ 4,925,407,081 $4,929,073,256
Other contract liabilities and reserves ........... 12,086,713 11,303,835
Dividends payable to contract and policyholders ... 93,791 106,329
Note payable (Note 5) ............................. 137,021,175 137,021,175
Interest maintenance reserve ...................... 213,674,120 253,944,200
Other liabilities ................................. 69,310,429 95,801,345
--------------- --------------
Total general account liabilities ............... 5,357,593,309 5,427,250,140
SEPARATE ACCOUNT RESERVES AND OTHER LIABILITIES .... 4,039,275,044 3,456,072,983
--------------- --------------
Total liabilities ............................... 9,396,868,353 8,883,323,123
--------------- --------------
ASSET VALUATION RESERVE ............................ 118,485,383 116,494,396
--------------- --------------
SURPLUS
Assigned surplus .................................. 1,150,000 1,150,000
Unassigned surplus ................................ 593,681,791 522,790,306
--------------- --------------
Total surplus ................................... 594,831,791 523,940,306
--------------- --------------
TOTAL LIABILITIES AND SURPLUS ...................... $10,110,185,527 $9,523,757,825
=============== ==============
</TABLE>

See accompanying notes to consolidated financial statements.

-59-
<PAGE>

MUTUAL OF AMERICA LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS AND SURPLUS

FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>
1998 1997
----------------- -----------------
<S> <C> <C>
INCOME
Annuity considerations and deposits ..................... $ 824,131,791 $ 740,959,658
Life and disability insurance premiums .................. 27,318,300 28,214,541
-------------- --------------
Total considerations and premiums ..................... 851,450,091 769,174,199
Separate account investment and administrative fees ..... 43,186,358 35,376,990
Net investment income (Notes 2 and 3) ................... 414,565,840 441,059,670
Other, net .............................................. (1,966,715) (336,265)
-------------- --------------
Total income .......................................... 1,307,235,574 1,245,274,594
-------------- --------------
DEDUCTIONS
Increase in insurance and annuity reserves .............. 81,812,257 41,301,697
Annuity and surrender benefits .......................... 999,743,408 973,365,824
Death and disability benefits ........................... 20,153,378 20,161,949
Operating expenses ...................................... 151,448,387 147,172,396
-------------- --------------
Total deductions ...................................... 1,253,157,430 1,182,001,866
-------------- --------------
Net gain before dividends ............................. 54,078,144 63,272,728
DIVIDENDS TO CONTRACT AND POLICYHOLDERS .................. 117,182 147,104
-------------- --------------
Net gain from operations .............................. 53,960,962 63,125,624
FEDERAL INCOME TAX BENEFIT ............................... 1,150,189 367,818
NET REALIZED CAPITAL GAINS (NOTE 2) ...................... 16,642,540 10,778,415
-------------- --------------
Net income ............................................ 71,753,691 74,271,857
SURPLUS TRANSACTIONS
Change in asset valuation reserve ....................... (1,990,987) (8,818,100)
Change in net unrealized capital gains .................. 7,239,633 32,160,963
Change in non-admitted assets and other, net ............ (6,110,852) (4,719,810)
-------------- --------------
Net change in surplus ................................. 70,891,485 92,894,910
SURPLUS, AT BEGINNING OF YEAR ............................ 523,940,306 431,045,396
-------------- --------------
SURPLUS, AT END OF YEAR .................................. $ 594,831,791 $ 523,940,306
============== ==============
</TABLE>

See accompanying notes to consolidated financial statements.

-60-
<PAGE>

MUTUAL OF AMERICA LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>
1998 1997
----------------- -----------------
<S> <C> <C>
CASH PROVIDED
Premium and annuity funds received .................................. $ 851,727,947 $ 769,846,793
Investment income received .......................................... 338,956,078 437,472,096
Separate account investment and administrative fees ................. 43,186,358 35,376,990
Other, net .......................................................... 1,739,776 (1,619,142)
-------------- ---------------
Total receipts .................................................... 1,235,610,159 1,241,076,737
-------------- ---------------
Benefits paid ....................................................... 1,019,758,402 989,719,884
Dividends paid to contract and policyholders ........................ 129,722 147,127
Insurance and operating expenses paid ............................... 155,490,995 146,405,004
Net transfers to separate accounts .................................. 84,395,589 286,778,743
-------------- ---------------
Total payments .................................................... 1,259,774,708 1,423,050,758
-------------- ---------------
Net cash used by operations ....................................... (24,164,549) (181,974,021)
Proceeds from long-term investments sold, matured or repaid ......... 4,672,189,185 10,907,067,504
Proceeds from dollar roll transactions -- repurchase agreements ..... -- 700,714,763
Other, net .......................................................... 47,407,939 44,741,139
-------------- ---------------
Total cash provided ............................................... 4,695,432,575 11,470,549,385
-------------- ---------------
CASH APPLIED
Cost of long-term investments acquired .............................. 4,606,240,005 10,730,606,933
Repayment of dollar roll transactions -- repurchase agreements ...... -- 700,714,763
Other, net .......................................................... 57,671,026 32,548,605
-------------- ---------------
Total cash applied ................................................ 4,663,911,031 11,463,870,301
-------------- ---------------
Net change in cash and short-term investments ..................... 31,521,544 6,679,084
CASH AND SHORT-TERM INVESTMENTS
Beginning of year ................................................... 67,164,422 60,485,338
-------------- ---------------
End of year ......................................................... $ 98,685,966 $ 67,164,422
============== ===============
</TABLE>

See accompanying notes to consolidated financial statements.

-61-
<PAGE>

MUTUAL OF AMERICA LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1998 AND 1997

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The accompanying financial statements include the consolidated accounts of
Mutual of America Life Insurance Company ("Mutual of America") and its wholly
owned subsidiaries (collectively referred to as the "Company"). Significant
intercompany balances and transactions have been eliminated in consolidation.

NATURE OF OPERATIONS

Mutual of America provides retirement and employee benefit plans in the
small to medium size case area, principally to employees in the not-for-profit
social health and welfare field. In recent years, through a wholly owned
subsidiary, the Company has expanded the scope of the field it serves to
include for-profit organizations in the small to medium size case area. The
principal insurance companies in the group are licensed in all fifty states and
the District of Columbia. Operations are conducted primarily through a network
of regional field offices staffed by salaried consultants.

BASIS OF PRESENTATION

The financial statements are presented in conformity with statutory
accounting practices prescribed or permitted by the State of New York Insurance
Department, which practices differ from generally accepted accounting
principles ("GAAP"). The variances between such practices and GAAP and the
effects on the accompanying financial statements are described in Note 9. The
ability of the Company to fulfill its obligations to contractholders and
policyholders is of primary concern to insurance regulatory authorities. As
such, the financial statements are oriented to the insuring public.

The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from these estimates.

Certain 1997 amounts included in the accompanying consolidated financial
statements have been reclassified to conform with the 1998 presentation.

Accounting policies applied in the preparation and presentation of these
financial statements follow.

ASSET VALUATIONS

Investment valuations are prescribed by the National Association of
Insurance Commissioners ("NAIC"). Bonds qualifying for amortization are stated
at amortized cost; short-term investments in good standing are stated at cost.
Fair value for these securities (approximately $5.0 billion in 1998 and $4.9
billion in 1997) is determined by reference to market prices quoted by the
NAIC. If quoted market prices are not available, fair value is determined using
quoted prices for similar securities. All other bonds and short-term notes are
stated at market value which approximates fair value.

Common stocks in good standing are stated at market value, which
approximates fair value. Market value is determined by reference to valuations
quoted by the NAIC. Unrealized gains and losses are applied directly to
unassigned surplus.

Mortgage loans are carried at amortized indebtedness. Fair value for these
loans (approximately $19.6 million in 1998 and $46.8 million in 1997) is
determined by discounting the expected future cash flows using the current rate
at which similar loans would be made to borrowers with similar credit ratings
and remaining maturities. Impairments of individual assets that are considered
other than temporary are recognized when incurred. There were no impairments
recorded during 1998 or 1997.

Real estate, which is classified as Company occupied property, is carried
at cost, including capital improvements, net of accumulated depreciation, and
depreciated on a straight line basis over 39 years. Tenant improvements on real
estate investments are depreciated over the shorter of the lease term or the
estimated life of the improvement.

Policy loans are stated at the unpaid balance of the loan. The majority of
such loans are issued with variable interest rates which are periodically
adjusted based on changes in the rates credited to these policies and therefore
are considered to be stated at fair value.

-62-
<PAGE>

MUTUAL OF AMERICA LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (Continued)

Certain other assets, such as furniture and fixtures and prepaid expenses,
are excluded from the consolidated statements of financial condition
("non-admitted assets").

INTEREST MAINTENANCE AND ASSET VALUATION RESERVES

Realized gains and losses, net of applicable taxes, arising from changes
in interest rates are accumulated in the Interest Maintenance Reserve ("IMR")
and are amortized into net investment income over the estimated remaining life
of the investment sold. All other realized gains and losses are reported in the
consolidated statements of operations and surplus.

An Asset Valuation Reserve ("AVR") applying to the specific risk
characteristics of all invested asset categories excluding cash, policy loans
and investment income accrued has been established based on a statutory
formula. Realized and unrealized gains and losses arising from changes in the
creditworthiness of the borrower are included in the appropriate subcomponent
of the AVR. Changes in the AVR are applied directly to unassigned surplus.

GUARANTEED FUNDS TRANSFERABLE

Guaranteed funds transferable consist of funds held by a former reinsurer
and are stated at the total principal amount of future guaranteed transfers to
Mutual of America, which approximates fair value.

SEPARATE ACCOUNT OPERATIONS

Certain annuity considerations may be invested at the participant's
discretion in separate accounts; either a multifund account, which is managed
by Mutual of America Capital Management Corporation, or certain other funds,
which are managed by outside investment advisors. All of the funds' investment
experience, including net realized and unrealized capital gains in the separate
accounts (net of investment advisory fees and administration fees assessed), is
allocated to participants. Charges for investment advisory fees and
administration fees are assessed as a percentage of the assets under management
and vary based upon the investment objectives of the fund and level of
administrative services provided. During 1998 and 1997 such fees were equal to
approximately 1.10% of the total average assets under management.

Investments held in the separate accounts are stated at market value,
which approximates fair value. Participants' corresponding equity in the
separate accounts are reported as liabilities in the accompanying statements.
Premiums and benefits related to the separate accounts are combined with the
general account in the accompanying statements. Net operating gains are offset
by increases to reserve liabilities in the respective separate accounts.

INSURANCE AND ANNUITY RESERVES

Reserves for annuity contracts are computed on the net single premium
method and represent the estimated present value of future retirement benefits.
These reserves are based on mortality and interest rate assumptions (ranging
predominately from 5.00% to 9.25%) which meet or exceed statutory requirements.
Reserves for contractual funds not yet used for the purchase of annuities are
accumulated at various interest rates which, during 1998 and 1997, averaged
5.00% and 5.50%, respectively and are deemed sufficient to provide for
contractual surrender values of these funds. Reserves for life and disability
insurance are based on mortality, morbidity and interest rate assumptions which
meet statutory requirements.

Contractual funds not yet used to purchase retirement annuities and other
deposit liabilities are stated at their cash surrender value, which
approximates fair value ($7.6 billion and $7.0 billion), at December 31, 1998
and 1997, respectively. The fair value of annuity contracts (approximately $1.6
billion and $1.5 billion at December 31, 1998 and 1997, respectively) was
determined by discounting expected future retirement benefits using current
mortality tables and interest rates based on the duration of expected future
benefits. Weighted average interest rates of 5.38% and 6.12% were used at
December 31, 1998 and 1997, respectively.

PREMIUMS, ANNUITY CONSIDERATIONS, INVESTMENT INCOME AND EXPENSES

Insurance premiums and annuity considerations derived from defined
contribution plans are recognized as income when due. Voluntary savings-type
and defined benefit considerations and other deposits are recognized as income
when received. Group life and disability insurance premiums are recognized as
income over the contract period.

-63-
<PAGE>

MUTUAL OF AMERICA LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (Continued)

General account investment income is reported as earned and is presented
net of related investment expenses; operating expenses, including acquisition
costs for new business and income taxes, are charged to operations as incurred.

DIVIDENDS

Dividends are based on formulas and scales approved by the Board of
Directors and are accrued currently for payment subsequent to plan anniversary
dates.

2. FIXED MATURITY AND EQUITY SECURITIES

The statement values and NAIC market values of investments in fixed
maturity securities (bonds and notes) at December 31, 1998 are shown below.
Excluding U.S. government and government agency investments, the Company is not
exposed to any significant concentration of credit risk.

<TABLE>
<CAPTION>
GROSS GROSS NAIC
STATEMENT UNREALIZED UNREALIZED MARKET
CATEGORY VALUE GAINS LOSSES VALUE
- ----------------------------------------------------------- -------------- ------------ ------------ --------------
(000'S OMITTED)
<S> <C> <C> <C> <C>
U.S. Treasury securities and obligations of U.S. Government
corporations and agencies ................................ $ 2,030,666 $ 15,527 $ 1,071 $ 2,045,122
Obligations of states and political subdivisions .......... 10,727 2,086 -- 12,813
Debt securities issued by foreign governments ............. 106,243 6,112 -- 112,355
Corporate securities ...................................... 2,834,819 50,542 33,067 2,852,294
----------- -------- -------- -----------
Total .................................................... $ 4,982,455 $ 74,267 $ 34,138 $ 5,022,584
=========== ======== ======== ===========
</TABLE>

Short-term fixed maturity securities with a statement value and NAIC
market value of $108.2 million at December 31, 1998 are included in the above
table. As of December 31, 1998, the Company had $6.2 million (par value $6.0
million) of its long-term fixed maturity securities on deposit with various
state regulatory agencies.

The statement values and NAIC market values of investments in fixed
maturity securities by contractual maturity (except for mortgage-backed
securities which are stated at expected maturity) at December 31, 1998 are
shown below. Expected maturities may differ from contractual maturities because
borrowers may have the right to prepay obligations with or without prepayment
penalties.

<TABLE>
<CAPTION>
NAIC
STATEMENT MARKET
VALUE VALUE
-------------- --------------
(000'S OMITTED)
<S> <C> <C>
Due in one year or less ............... $ 261,253 $ 263,498
Due after one year through five years . 1,553,255 1,567,426
Due after five years through ten years 1,417,466 1,498,422
Due after ten years ................... 1,750,481 1,693,238
----------- -----------
Total ............................... $ 4,982,455 $ 5,022,584
=========== ===========
</TABLE>

Proceeds from the sale of investments in fixed maturity securities during
1998 were $4.2 billion. Gross gains of $20.0 million and gross losses of $6.0
million were realized on these sales, of which $14.0 million of gains were
accumulated in the IMR. Such amounts will be amortized into net investment
income over the estimated remaining life of the investment sold.

During 1998, $54.2 million of the IMR was amortized and included in net
investment income. Included in IMR amortization income for the year is a $34.5
million net adjustment related to realized capital gains that should have been
exempted from IMR since they were associated with higher than normal general
account withdrawal activity (including transfers to the Separate Account) that
occurred last year.

-64-
<PAGE>

MUTUAL OF AMERICA LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2. FIXED MATURITY AND EQUITY SECURITIES -- (Continued)

The statement values and NAIC market values of investments in fixed
maturity securities at December 31, 1997 are as follows:

<TABLE>
<CAPTION>
GROSS GROSS NAIC
STATEMENT UNREALIZED UNREALIZED MARKET
CATEGORY VALUE GAINS LOSSES VALUE
- ----------------------------------------------------------- -------------- ------------ ------------ --------------
(000'S OMITTED)
<S> <C> <C> <C> <C>
U.S. Treasury securities and obligations of U.S. Government
corporations and agencies ............................... $ 2,414,115 $ 7,846 $ 412 $ 2,421,549
Obligations of states and political subdivisions .......... 13,421 1,704 -- 15,125
Debt securities issued by foreign governments ............. 101,186 4,624 28 105,782
Corporate securities ...................................... 2,329,186 25,640 9,123 2,345,703
----------- -------- ------- -----------
Total ................................................... $ 4,857,908 $ 39,814 $ 9,563 $ 4,888,159
=========== ======== ======= ===========
</TABLE>

Short-term fixed maturity securities with a statement value and NAIC
market value of $62.9 million at December 31, 1997, are included in the above
table. As of December 31, 1997, the Company had $6.2 million (par value $6.0
million) of its long-term fixed maturity securities on deposit with various
state regulatory agencies.

Proceeds from the sale of investments in fixed maturity securities during
1997 were $11.1 billion. Gross gains of $145.1 million and gross losses of
$16.0 million were realized on those sales, of which $126.4 million of gains
were accumulated (net of applicable tax benefits of $2.7 million) in the IMR.
Such amounts will be amortized into net investment income over the estimated
remaining life of the investment sold. During 1997, $18.0 million of the IMR
was amortized and included in net investment income.

Net realized capital gains (losses) reflected in the statements of
operations for the years ended December 31, 1998 and 1997 were as follows:

<TABLE>
<CAPTION>
1998 1997
----------- -----------
(000'S OMITTED)
<S> <C> <C>
Equity securities (common and preferred stocks) $ 16,010 $ 19,606
Mortgage loans and other ....................... 633 (8,828)
-------- --------
Net realized capital gains .................... $ 16,643 $ 10,778
======== ========
</TABLE>

At December 31, 1998 and 1997, net unrealized appreciation of common
equity securities was $51.3 million and $44.1 million, respectively.

3. REINSURANCE AND RELATED TRANSACTIONS

In 1980, Mutual of America terminated a reinsurance arrangement and
assumed direct ownership of funds held by the reinsurer and direct liability
for the contractual obligations of the reinsurer. Such amounts are reported as
guaranteed funds transferable and as insurance and annuity reserves in the
consolidated statements of financial condition.

The guaranteed funds are transferable to Mutual of America over time and
are stated at the total principal amount of future guaranteed transfers to
Mutual of America of $115.9 million and $121.1 million at December 31, 1998 and
1997, respectively.

The guaranteed interest and other allocated investment earnings on the
funds held by the reinsurer, amounting to $12.2 million and $33.8 million in
1998 and 1997, respectively, are included in net investment income. Such
amounts include participating dividends from a contingency fund that was
previously held by the reinsurer (but not recorded as an asset of Mutual of
America) of $25.9 million in 1997. This amount includes the receipt of a $21.5
million special dividend related to the termination of the contingency fund
previously held by the reinsurer.

-65-
<PAGE>

MUTUAL OF AMERICA LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4. REAL ESTATE
Real estate consists primarily of an office building that Mutual of
America purchased for its corporate headquarters. The purchase price of the
building was fully financed. The Company occupies approximately one-third of
this office building as its corporate headquarters and leases the remaining
space. Depreciation expense for 1998 and 1997 was $5.2 million in both years.

5. NOTE PAYABLE

In connection with the acquisition of its corporate headquarters, Mutual
of America obtained a $135.0 million, seven-year, 6.91% fixed rate secured term
note. Fair value of the note was approximately $137.0 million at December 31,
1998 and 1997. The note matures and is payable in full on October 15, 1999 and
is not redeemable prior to that date. Interest on the note is payable
semiannually in April and October. The terms of the note require that Mutual of
America pledge collateral, consisting of securities issued by the United States
Government or its agencies. The aggregate book and market values of the
collateral must be maintained at a level greater than or equal to 100% and
110%, respectively, of the outstanding balance of the note. At December 31,
securities with a book and market value of approximately $166.7 million and
$169.9 million in 1998 and $167.9 million and $167.5 million in 1997,
respectively, were pledged as collateral.

6. PENSION PLAN AND POSTRETIREMENT BENEFITS

The Company has a qualified, non-contributory defined benefit pension plan
covering virtually all employees. Benefits are generally based on years of
service and final average salary. The Company's funding policy is to contribute
annually, at a minimum, the amount necessary to satisfy the funding
requirements under the Employee Retirement Income Security Act of 1974
("ERISA"). The Company also maintains two non-qualified defined benefit pension
plans. The first provides benefits to employees whose total compensation
exceeds the maximum allowable compensation limits for qualified retirement
plans under ERISA. The second provides benefits to non-employee members of the
Board of Directors.

The Company has two defined benefit postretirement plans covering
substantially all salaried employees. Employees may become eligible for such
benefits upon attainment of retirement age while in the employ of the Company
and upon satisfaction of service requirements. One plan provides medical and
dental benefits and the second plan provides life insurance benefits. The
postretirement plans are contributory for those individuals who retire with
less than twenty years of eligible service, with retiree contributions adjusted
annually and contain other cost-sharing features, such as deductibles and
coinsurance.

Pension expense for all pension plans in 1998 and 1997 was $8.9 million
and $5.4 million, respectively. The 1998 amount includes $2.8 million of
expense related to the lump-sum settlement of approximately $24.2 million in
pension benefits during the year. Prior to 1997, pension plan expense was
computed on a modified GAAP basis. Effective January 1, 1997 the expense and
liability related to all of the Company's pension plans and its long term
incentive compensation plan (described below) are calculated in accordance with
GAAP. This change resulted in a charge to surplus, net of the change in the
prepaid pension cost, of $9.7 million at January 1, 1997.

The components of net pension expense related to all of the Company's
pension plans are as follows:

<TABLE>
<CAPTION>
1998 1997
---------- ----------
(000'S OMITTED)
<S> <C> <C>
Service cost ...................................... $ 5,353 $ 4,596
Interest cost on projected benefit obligation ..... 6,189 5,159
Expected return on plan assets .................... (6,870) (5,469)
Amortization of initial net asset ................. (211) (211)
Amortization of unrecognized loss ................. 1,639 1,291
Settlement loss ................................... 2,768 --
-------- --------
Net pension expense ............................. $ 8,868 $ 5,366
======== ========
</TABLE>

-66-
<PAGE>

MUTUAL OF AMERICA LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

6. PENSION PLAN AND POSTRETIREMENT BENEFITS -- (Continued)

The funded status of all of the Company's pension plans at December 31,
1998 and 1997 is as follows:

<TABLE>
<CAPTION>
1998 1997
-------------- --------------
(000'S OMITTED)
<S> <C> <C>
Projected benefit obligation .............................. $ (93,544) $ (77,322)
Plan assets at fair value ................................. 60,470 58,619
---------- ----------
Projected benefit obligation in excess of plan assets ..... (33,074) (18,703)
Remaining unrecognized initial net asset .................. (450) (841)
Unrecognized prior service cost ........................... 4,564 5,177
Unrecognized net loss from past experience
different from that assumed ............................. 40,079 17,546
---------- ----------
Prepaid pension cost, end of year ......................... $ 11,119 $ 3,179
========== ==========
</TABLE>

For financial reporting purposes, the prepaid pension cost at December 31,
1998 and 1997, has been classified as a non-admitted asset. At December 31,
1998 all of the qualified pension plan assets are invested in one of the
Company's separate accounts (consisting primarily of equity securities) and
participation in certain other funds managed by outside investment advisors.

The discount rate used in determining the actuarial present value of the
projected benefit obligation was 6.80% and 7.25% at December 31, 1998 and 1997,
respectively. This .45% decrease in the discount rate together with a change in
employee mortality and turnover rates resulted in a $17.3 million increase in
the projected benefit obligation (PBO) for the year. The assumed rate of
increase in future compensation levels was 4.00% in 1998 and 1997. The assumed
long-term rate of return on assets used in determining the net periodic pension
cost was 11.30% in 1998 and 1997. The change in the PBO during 1998 and 1997 is
as follows:

<TABLE>
<CAPTION>
1998 1997
----------- -----------
(000'S OMITTED)
<S> <C> <C>
January 1 balance .................. $ 77,322 $ 60,351
Service cost ....................... 5,353 4,596
Interest cost ...................... 6,189 5,159
Change in assumptions .............. 17,298 7,850
Actuarial loss ..................... 11,775 4,326
Benefits and expenses paid ......... (24,393) (4,960)
--------- --------
December 31 balance ................ $ 93,544 $ 77,322
========= ========
</TABLE>

The Company funds the qualified non-contributory defined benefit pension
plan in accordance with the requirements of ERISA. Plan assets at fair value
for the qualified pension plan were $52.3 million and $47.4 million at December
31, 1998 and 1997, respectively. The actuarial present value of accumulated
benefits for the qualified pension plan were $32.6 million and $50.0 million at
December 31, 1998 and 1997, respectively. During 1998 and 1997, the Company
made contributions to the qualified plan of $13.3 million and $4.4 million,
respectively.

The change in plan assets for all of the Company's pension plans is as
follows:

<TABLE>
<CAPTION>
1998 1997
----------- -----------
(000'S OMITTED)
<S> <C> <C>
January 1 balance .................. $ 58,619 $ 43,718
Employer contributions ............. 16,807 12,127
Return on Plan assets .............. 9,437 7,734
Benefits and expenses paid ......... (24,393) (4,960)
--------- --------
December 31 balance ................ $ 60,470 $ 58,619
========= ========
</TABLE>

-67-
<PAGE>

MUTUAL OF AMERICA LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

6. PENSION PLAN AND POSTRETIREMENT BENEFITS -- (Continued)

In addition to the above noncontributory plans, all employees may
participate in a 401(k) savings plan under which the Company matches half of
the employees' basic contribution up to 6% of salary. The cost of this plan was
approximately $1.7 million and $1.6 million in 1998 and 1997, respectively. The
Company also has a long-term performance based incentive compensation plan for
certain employees. Shares are granted each year and generally vest over a
three-year period. The value of such shares is based upon increases in the
Company's statutory surplus and the maintenance of certain financial ratios.
Compensation expense recognized in 1998 and 1997 related to this plan was $3.2
million and $3.0 million respectively.

The components of net postretirement benefit cost are as follows:

<TABLE>
<CAPTION>
1998 1997
-------- --------
(000'S OMITTED)
<S> <C> <C>
Service cost ...................................... $ 609 $ 600
Interest cost on projected benefit obligation ..... 1,272 1,175
Actuarial loss .................................... 156 --
------ ------
Net postretirement benefit cost ................... $2,037 $1,775
====== ======
</TABLE>

The following table shows the plans' combined status reconciled with the
amounts reported in the Company's consolidated statements of financial
condition:

<TABLE>
<CAPTION>
1998 1997
---------- ------------
(000'S OMITTED)
<S> <C> <C>
Accumulated postretirement benefit obligation
("APBO"):
Retirees ...................................... $ 7,854 $ 5,911
Fully eligible active plan participants ....... 3,367 3,456
Other active plan participants ................ 6,817 6,239
-------- --------
Total APBO ................................... 18,038 15,606
Plan assets at fair value ....................... -- --
-------- --------
APBO in excess of plan assets ................... 18,038 15,606
Unrecognized net loss ........................... (5,615) (4,920)
-------- --------
Accrued postretirement obligation ............... $ 12,423 $ 10,686
======== ========
</TABLE>

The weighted average annual assumed rate of increase in the per capita
cost of covered benefits (i.e., health care cost trend rate) for the medical
plan is approximately 7.00% in 1998. The health care cost trend rate assumption
has a significant affect on the amounts reported. For example, increasing the
assumed health care cost trend rate by one percentage point in each year would
increase the accumulated postretirement obligation for the plan as of December
31, 1998 by $1.3 million and the aggregate of the service and interest cost
components of the net periodic benefit cost for 1998 by $.3 million.

The discount rate used in determining the APBO was 6.80% at December 31,
1998 and 7.25% at December 31, 1997.

7. COMMITMENTS AND CONTINGENCIES

Rental expenses were $17.3 million and $16.7 million in 1998 and 1997,
respectively. The approximate minimum rental commitments under noncancelable
operating leases are as follows: 1999, $2.8 million, 2000, $2.1 million, 2001,
$1.7 million, 2002, $1.6 million and 2003, $1.0 million, and 2004 and beyond,
$.8 million. Such leases are principally for leased office space, furniture and
equipment. Certain office space leases provide for adjustments to reflect
changes in real estate taxes and other operating expenses.

The Company is involved in various legal actions which have arisen in the
course of the Company's business. In the opinion of management, the ultimate
liability with respect to such lawsuits as well as other contingencies is not
considered to be material in relation to the Company's consolidated financial
statements.

-68-
<PAGE>

MUTUAL OF AMERICA LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

8. FEDERAL INCOME TAXES
Mutual of America's pension business was exempt from federal income
taxation under Section 501(a) of the Internal Revenue Code ("Code") in 1997.
Effective January 1, 1998 Mutual of America's pension business became subject
to federal income tax. Mutual of America and its life subsidiary file federal
tax returns on a separate company basis. Mutual of America's non-insurance
subsidiaries file a consolidated tax return. The Federal income tax benefit for
the year ended December 31, 1998 amounted to $1.2 million as compared to
benefit of $.4 million in 1997. The 1998 and 1997 tax benefits reflected in the
accompanying statements of operations and surplus arose principally from the
operating results of its insurance and non-insurance subsidiaries.

The difference between the actual tax benefit reflected in the
accompanying consolidated statements of operations and the expected tax
provision computed by applying the statutory rate of 35% to operating income
arises principally from the differing statutory and tax treatment of IMR income
and realized capital gains and losses on investment transactions and from the
differences between the tax and statutory basis of Mutual of America's assets
and liabilities. Such differences resulted from transition rules under the Code
as of January 1, 1998, which accompanied the change in taxation of Mutual of
America's pension business. These transition rules will moderate Mutual of
America's tax expense over the next several years.

9. RECONCILIATION OF STATUTORY BASIS FINANCIAL RESULTS TO A GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES BASIS

The accompanying financial statements are presented in conformity with
statutory accounting practices prescribed or permitted by the State of New York
Insurance Department which practices differ from GAAP. The variances between
such practices and GAAP and the effects on the accompanying financial
statements follow:

ASSET VALUATIONS AND INVESTMENT INCOME RECOGNITION

GAAP requires the Company's bonds and notes to be classified as either
held to maturity ("HTM") or available for sale ("AFS"); whereas for statutory
accounting no such classification is required. In addition, for GAAP, AFS bonds
and notes are carried at their fair market value with the unrealized gains and
losses applied directly to surplus; whereas for statutory accounting all bonds
and notes are carried at their amortized cost.

Realized capital gains and losses, net of applicable taxes, arising from
changes in interest rates are recognized in income currently for GAAP
accounting, rather than accumulated in the IMR and amortized into income over
the remaining life of the security sold for statutory accounting. Additionally,
capital gains and losses are not recognized when a security is sold and the
same or substantially the same security is repurchased, unless the repurchase
occurs after a reasonable exposure to market risk.

A general formula based Asset Valuation Reserve (AVR) is recorded for
statutory accounting purposes, whereas such reserves are established under GAAP
only when an asset's impairment is considered to be other than temporary.

Certain assets, principally furniture and fixtures and prepaid expenses,
for statutory accounting, are excluded from the statement of financial
condition by a charge to surplus; whereas under GAAP, such assets are carried
at their amortized cost.

POLICY ACQUISITION COSTS

Under GAAP, policy acquisition costs that are directly related to and vary
with the production of new business are deferred and amortized over the
estimated life of the applicable policies, rather than being expensed as
incurred.

INSURANCE AND ANNUITY RESERVES

Under statutory accounting practices the interest rates and mortality and
morbidity assumptions used are those which are prescribed or permitted by the
State of New York Insurance Department. Under GAAP, for annuities the interest
rate assumptions used are generally those assumed in the pricing of the
contract at issue; for disability benefits the interest rates assumed are those
anticipated to be earned over the duration of the benefit period. Mortality and
morbidity assumptions are based on Company experience.

-69-
<PAGE>

MUTUAL OF AMERICA LIFE INSURANCE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

9. RECONCILIATION OF STATUTORY BASIS FINANCIAL RESULTS TO A GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES BASIS -- (Continued)

PREMIUM RECOGNITION

Insurance contracts that do not subject the insurer to significant
mortality or morbidity risk are considered, under GAAP, to be primarily
investment contracts. GAAP requires all amounts received from policyholders
under these investment contracts to be recorded as a policyholder deposit
rather than as premium income.

DEFERRED INCOME TAXES

GAAP requires that a deferred tax asset or liability be established to
provide for temporary differences between the tax and financial reporting bases
of assets and liabilities. Deferred income taxes are not recorded for statutory
accounting purposes.

The tables that follow provide a reconciliation of the 1998 and 1997
statutory financial results reflected in the accompanying financial statements
to a GAAP basis (000's omitted):

<TABLE>
<CAPTION>
RECONCILIATION OF STATUTORY TO GAAP SURPLUS 1998 1997
- -------------------------------------------------------------------- --------------- ------------
<S> <C> <C>
STATUTORY SURPLUS ............................................ $ 594,832 $ 523,940
Market value adjustment related to AFS bonds and notes ..... 170,821 160,980
Realized capital gains ..................................... 136,019 163,422
AVR ........................................................ 118,485 116,494
Deferred policy acquisition costs .......................... 39,761 36,905
Policy reserve adjustments ................................. (21,815) (17,510)
Non-admitted assets ........................................ 16,196 9,563
Federal income taxes ....................................... 163,130 (20,571)
Other ...................................................... 1,663 1,135
----------- ---------
GAAP SURPLUS ................................................. $ 1,219,092 $ 974,358
=========== =========
</TABLE>

<TABLE>
<CAPTION>
RECONCILIATION OF STATUTORY TO GAAP NET INCOME 1998 1997
- -------------------------------------------------------------------------- ------------- -------------
<S> <C> <C>
STATUTORY NET INCOME ............................................... $ 71,754 $ 74,272
Investment income adjustments .................................... (52,750) (8,020)
Realized capital gains ........................................... 25,342 145,791
Policy reserve adjustments ....................................... (3,463) 3,781
Deferred acquisition costs ....................................... 5,969 2,518
Deferred income taxes ............................................ 237,051 (6,559)
Dividend related to termination of contingency fund (Note 3) ..... -- (20,920)
Other ............................................................ (1,488) (4,485)
--------- ---------
GAAP NET INCOME .................................................... $ 282,415 $ 186,378
========= =========
</TABLE>

<TABLE>
<CAPTION>
RECONCILIATION OF GAAP TO STATUTORY PREMIUMS 1998 1997
- ---------------------------------------------- ----------- ------------
<S> <C> <C>
GAAP PREMIUM INCOME .................... $ 61,073 $ 104,129
Premiums from investment contracts ... 790,377 665,045
--------- ---------
STATUTORY PREMIUM INCOME ............... $ 851,450 $ 769,174
========= =========
</TABLE>

-70-
<PAGE>

PART II. OTHER INFORMATION

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities 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.

UNDERTAKING PURSUANT TO RULE 484

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant, 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

This filing is made pursuant to Rules 6c-3 and 6e-3(T) under the Investment
Company Act of 1940.

Registrant makes the following representations: The fees and charges deducted
under the Policies, 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.

CONTENTS OF REGISTRATION STATEMENT

This registration statement comprises the following papers and documents:

The facing sheet;

The prospectus, consisting of 70 pages;

The undertaking required by Section 15(d) of the Securities Exchange Act
of 1934;

The undertaking pursuant to Rule 484;

The representations pursuant to Rule 6e-3(T);

The signatures;

II-1
<PAGE>

Written consents of the following persons:

* Patrick A. Burns, Esq.
* Joseph A. Gross, F.S.A., M.A.A.A.
Jones & Blouch L.L.P.
Arthur Andersen LLP

The following exhibits are filed as part of this Registration Statement:

<TABLE>
<S> <C> <C>
1(1). *Resolution of the Board of Directors of Mutual of America Life Insurance Company ("Mutual of
America") authorizing establishment of Separate Account No. 3 (the "Separate Account")
1(5)(a). *Form of Variable Universal Life Insurance Policy (3410-VUL)
1(5)(b). *Payroll Deduction Rider
1(5)(c). *Accidental Death Benefit Rider
1(5)(d). *Children's Term Rider
1(6)(a). *Charter of Mutual of America
1(6)(b). *By-Laws of Mutual of America
1(10)(a). Form of Application for Variable Universal Life Insurance Policy with Conditional Receipt of
Premium
1(10)(b). Form of Application for Variable Universal Life Insurance Policy with Payroll Deduction Rider
2. See Exhibit 1(5)
3(a). *Opinion and consent of Patrick A. Burns, Esq., Senior Executive Vice President and General
Counsel of Mutual of America
4. No financial statements are omitted from the prospectus pursuant to instruction 1(b) or (c) of
Part I
6. *Opinion and consent of Joseph A. Gross, Vice President and Actuary of Mutual of America
8(a)(i) *Participation Agreement, dated December 30, 1993, among Scudder Variable Life Investment
Fund, Mutual of America and The American Life Insurance Company of New York ("American
Life")(the "Scudder Participation Agreement")
8(a)(ii). *Notice to include the Separate Account under the Scudder Participation Agreement
8(b)(i). *Fund Participation Agreement - Separate Account No. 2, dated as of December 30, 1988, among
Mutual of America, American Century Investment Management, Inc. ("ACIM") (formerly
Investors Research Corporation), and American Century Variable Portfolios, Inc. ("ACVP")
(formerly TCI Portfolios, Inc.)
8(b)(ii). *Amendment No. 1 to Fund Participation Agreement - Separate Account No. 2, dated as of April
29, 1994, among Mutual of America, ACVP and ACIM
8(b)(ii). *Amendment No. 2 to Fund Participation Agreement - Separate Account No. 2, among Mutual of
America, ACVP and ACIM with respect to the Separate Account
8(c)(i). *Shared Funding Agreement, dated November 7, 1990, among American Life, Mutual of America
and Calvert Securities Corporation ("Calvert")
8(c)(ii). *Amendment to the November 7, 1990 Shared Funding Agreement to include the Separate
Account
8(d)(i). *Participation Agreement among Variable Insurance Products Fund, Fidelity Distributors
Corporation and Mutual of America, dated of April 30th, 1995, with revised Schedule A
8(d)(ii). *Participation Agreement among Variable Insurance Products Fund II, Fidelity Distributors
Corporation and Mutual of America, dated of April 30th, 1995, with revised Schedule A
9. *Memorandum regarding Issuance, Face Amount Increase, Transfer and Redemption Procedures
for the Policies
10. Consent of Arthur Andersen LLP
11. Consent of Jones & Blouch L.L.P.
</TABLE>

- ---------

* Included in the Registration Statement on Form S-6 filed with the Commission
on July 21, 1999.

Powers of Attorney of Messrs. Flynn, Moran, Altstadt, Burns, Curiale,
Alexander, Hafner, Harbison, Kahn, Leffall, Pelavin, Perrotta, Schott and
Wiesel and Mesdames Cahill, Epps, Hesselbein and Smythe are incorporated by
reference to Post-Effective Amendment No. 20 to the Registration Statement
on Form N-4 (File No. 33-11023) filed with the Commission on March 1, 1999
by Mutual of America and its Separate Account No. 2.

II-2
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this amendment to Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized in the City of New York, the State
of New York, the 17th day of November, 1999.

MUTUAL OF AMERICA SEPARATE ACCOUNT NO. 3
(Registrant)

MUTUAL OF AMERICA LIFE INSURANCE COMPANY
(Depositor)

By: /s/MANFRED ALTSTADT
-------------------------------------
MANFRED ALTSTADT
SENIOR EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER

Pursuant to the requirements of the Securities Act of 1933, this amendment
to Registration Statement has been signed below by the following persons in the
capacities indicated on November 17, 1999.

<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------- ------------------------------------------------------
<S> <C>
* Chairman of the Board; Director
- --------------------------------------
WILLIAM J. FLYNN

* Chief Executive Officer and
President; Director
- --------------------------------------

THOMAS J. MORAN (Principal Executive Officer)
/s/ MANFRED ALTSTADT Senior Executive Vice President and Chief Financial
- --------------------------------------
MANFRED ALTSTADT Officer; Director (Principal Financial and Accounting
Officer)
* Director
- --------------------------------------
CLIFFORD L. ALEXANDER, JR.

* Senior Executive Vice President and General Counsel;
- --------------------------------------
PATRICK A. BURNS Director

* Director
- --------------------------------------
PATRICIA A. CAHILL

* Senior Executive Vice President; Director
- --------------------------------------
SALVATORE R. CURIALE

* Director
- --------------------------------------
ROSELYN P. EPPS, M.D.

* Director
- --------------------------------------
DUDLEY H. HAFNER

* Director
- --------------------------------------
EARLE H. HARBISON, JR.
</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------- ---------
<S> <C>
* Director
- --------------------------------------
FRANCES R. HESSELBEIN
* Director
- --------------------------------------
WILLIAM KAHN
* Director
- --------------------------------------
LASALLE D. LEFFALL, JR., M.D.
* Director
- --------------------------------------
MICHAEL A. PELAVIN
* Director
- --------------------------------------
FIORAVANTE G. PERROTTA
* Director
- --------------------------------------
FRANCIS H. SCHOTT
* Director
- --------------------------------------
O. STANLEY SMITH, JR.
* Director
- --------------------------------------
SHEILA M. SMYTHE
* Director
- --------------------------------------
ELIE WIESEL
*By: /s/ MANFRED ALTSTADT
-----------------------------------
MANFRED ALTSTADT
ATTORNEY-IN-FACT
</TABLE>

II-4
<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT PAGE
NO. DESCRIPTION NO.
- ----------------------- ---------------------------------------------------------------------------------- -----
<S> <C> <C>
1(10)(a). Form of Application for Variable Universal Life Insurance Policy with Conditional
Receipt of Premium
1(10)(b). Form of Application for Variable Universal Life Insurance Policy with Payroll
Deduction Rider
10. Consent of Arthur Andersen LLP
11. Consent of Jones & Blouch L.L.P.
</TABLE>

Exhibit 1(10)(a)

PART I OF APPLICATION TO
Mutual of America Life Insurance Company
320 Park Avenue New York NY 10022-6839

- --------------------------------------------------------------------------------
If conversion from group life insurance, only complete questions 1, 2 and 10-18
of Part I.
- --------------------------------------------------------------------------------
1a. Proposed Insured's Name (Print) b. Sex
First Middle Last M F

- --------------------------------------------------------------------------------
c. Date of Birth d. Place of Birth
Mo. Day Year

- --------------------------------------------------------------------------------
e. Social Security No.
----------------------------------
- --------------------------------------------------------------------------------
2. Proposed Insured's Home Address

Street
---------------------------------------------------------------------
City State Zip
-------------------------------------------- -------- ---------
Home Telephone No. ( )
---------------------------------------------------
How long at above address?
-------------------------------------------------
If less than 3 years, provide former residences in remarks.
- --------------------------------------------------------------------------------
3a. Proposed Insured's Occupation b. Proposed Insured's Duties

- --------------------------------------------------------------------------------
4. Employer's Name and Address:
-----------------------------------------------

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

Employer Identification Number:
--------------------------------------------

Telephone No.( )
---------------------------------------------------------
If less than 3 years, provide information about former employer in remarks.
- --------------------------------------------------------------------------------
5. Has the Proposed Insured smoked cigarettes in the past 12 months?
Yes [_] No [_]
- --------------------------------------------------------------------------------
6. Has the Proposed Insured ever had a life or health insurance policy
declined, or rated, withdrawn an application, or been required to pay extra
premium or accept a policy modification? If "Yes," explain in remarks.
Yes [_] No [_]
- --------------------------------------------------------------------------------
7. Does the Proposed Insured plan to live or travel outside the United States
and Canada within the next 12 months? If "Yes," explain in remarks.
Yes [_] No [_]
- --------------------------------------------------------------------------------
8. Does the Proposed Insured plan to fly an aircraft, glider, balloon or like
device? Within the last 2 years has the Proposed Insured flown as a student
pilot, pilot or crew member? Has the Proposed Insured had any other duties
aboard an aircraft, gilder, balloon or like device while in flight? If
"Yes," complete Aviation Questionnaire.
Yes [_] No [_]
- --------------------------------------------------------------------------------
9 Does the Proposed Insured engage, plan to engage, or has he or she engaged
in the last 2 years, in: (1) skin or scuba diving; (2) motor vehicle or
motorcycle racing; (3) skydiving or hang gliding? If "Yes," complete
Avocation and Sports Questionnaire.
Yes [_] No [_]
- --------------------------------------------------------------------------------
10. Basic Coverage
[_] Variable Universal Life
[_] Face Amount Plan [_] Face Amount Plus Plan
Scheduled Premium $ Per
--------------------------------- -------------------
[_] ____ Year Term
[_] Whole Life
[_] Automatic Premium Loan
- --------------------------------------------------------------------------------
11. Initial Amount of Insurance 12. Amount Paid with Application
$ $
- --------------------------------------------------------------------------------
13. Additional Benefits By Rider: (If available on policy applied for) (Check
box if desired)
[_] Waiver of Premium
[_] Accidental Death $ (amount)
---------------------------------
[_] Preliminary One Year Term (conversion only)
[_] Other:

-------------------------------------------------------------------------
- --------------------------------------------------------------------------------
14. Mode of Premium Payment: (If available)
[_] Annual [_] Semiannual
[_] Quarterly [_] Monthly [_] PAC
- --------------------------------------------------------------------------------
15.a. Beneficiary Type: [X] Primary
--------------------------------------------------------------------------
b. Relationship: [_] Spouse [_] Child [_] Parent [_] Estate
[_] Other
---------------------------------------------------------------
--------------------------------------------------------------------------
c. Full Name First Middle Last

--------------------------------------------------------------------------
d. Social Security or Tax ID Number: e. Benefit Percentage:

- --------------------------------------------------------------------------------
16.a. Beneficiary Type: [_] Primary [_] Contingent
-------------------------------------------------------------------------
b. Relationship: [_] Spouse [_] Child [_] Parent [_] Estate
[_] Other
---------------------------------------------------------------
--------------------------------------------------------------------------
c. Full Name First Middle Last

--------------------------------------------------------------------------
d. Social Security or Tax ID Number: e. Benefit Percentage:

- --------------------------------------------------------------------------------
If additional beneficiaries, use REMARKS section.
- --------------------------------------------------------------------------------
17. Policy Owner: [_] Proposed Insured [_] Other(Complete below)
Full Name:
----------------------------------------------------------------
Address:
------------------------------------------------------------------
Telephone No. ( )
------------------------------------------------------
S.S. or Tax ID Number
-----------------------------------------------------
Relationship to Proposed Insured
------------------------------------------
Contingent Owner
----------------------------------------------------------
- -------------------------------------------------------------------------------
18. Send Premium Notices To: [_] Insured [_] Policy Owner
[_] Other (complete below)
Full Name:
--------------------------------------------------------------------
Address:
----------------------------------------------------------------------
- --------------------------------------------------------------------------------
REMARKS (Attach additional sheets, if additional room in answering questions
is necessary. Please sign and date any attachments.)

----------------------------------------------------------------------------
PLEASE NOTE that the Variable Universal Life policy has an Accelerated Death
Benefit. A one-time administrative fee of $250 is charged when an
Accelerated Death Benefit is paid. RECEIPT OF ACCELERATED DEATH BENEFITS MAY
AFFECT ELIGIBILITY FOR PUBLIC ASSISTANCE PROGRAMS AND MAY BE TAXABLE.
----------------------------------------------------------------------------

<PAGE>

19. ALLOCATION OF PREMIUMS (Complete only if applying for Variable Universal
Life.)

Until the date that the policy is issued, premiums will be placed in the
Interest Accumulation Account. On the date that the policy is issued, this
amount, including interest, and all subsequent premiums, unless otherwise
elected, will be allocated according to your designation shown below.

Show the percentage of your future contributions you want to place in the
interest account and/or investment funds. Use whole numbers only, and make
sure the percentages total 100%.

Amounts you place in the interest account will be credited with the rate of
interest currently applicable to that account. Amounts allocated to any
investment fund are not guaranteed and will fluctuate to recognize
investment results.

<TABLE>
<CAPTION>
------------------- -------------------------------------------------------------------------------------------------
INTEREST ACCOUNT INVESMENT FUNDS
------------------- -------------------------------------------------------------------------------------------------
MUTUAL OF AMERICA MUTUAL OF AMERICA AMERICAN CENTURY
------------------- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest Money Market All America Equity Index American Century
Accumulation Fund Fund Fund VP Capital
Account Appreciation Fund %
------------------------
% % % % CALVERT
------------------ ------------------------------------------------------------------------------------------------
Short-Term Mid-Term Bond Calvert Social
Bond Fund Bond Fund Fund Balanced Fund %
------------------------
% % % SCUDDER
------------------------------------------------------------------------------------------------
Composite Aggressive Mid-Cap Equity
Fund Equity Fund Index Fund Scudder
Capital Growth
% % % Fund %
------------------------------------------------------------------------------------------------
FIDELITY Scudder
----------------------------------------------------------------- Bond
Fidelity VIP II Fidelity VIP Fidelity VIP II Fund %
Asset Manager Equity-Income Contrafund ------------------------
Fund Fund Scudder
International
% % % Fund %
-------------------------------------------------------------------------------------------------
</TABLE>

20. REPLACEMENT (Must be completed)
A. Does the Proposed Insured have any other life insurance in force or
applied for? [ ]Yes [ ]No If "Yes," Amount $
------------
B. Does the Policy Owner have any other life insurance in force or applied
for? [ ]Yes [ ]No If "Yes," Amount $
-----------
C. Is the policy applied for intended to replace another contract/policy?
[ ]Yes [ ]No
If "Yes," Company
-------------------------------------------------------
Contract/Account Number Amount $
------------------------------ ----------

It is represented that the statements and answers given in this application are
true, complete, and correctly recorded to the best of the Proposed Insured's and
Policy Owner's knowledge and belief.

It is agreed that: (1) This entire application shall be the basis for any policy
issued; (2) Any policy issued shall not take effect unless and until the first
full premium is paid and the policy is delivered to the Policy Owner during the
lifetime and continued insurability of the Proposed Insured as stated in this
application, except as otherwise provided in the conditional receipt with the
same number as this application; (3) No information acquired by any
representative of Mutual of America Life Insurance Company (the Company) shall
be binding upon the Company unless set out in writing in this application; (4)
No waiver or modification shall be binding upon the Company unless in writing
and signed by the President or a Vice President and the Secretary or an
Assistant Secretary.

I, the Proposed Insured, authorized any licensed physician, medical
practitioner, hospital, clinic or other medical or medically related facility,
insurance company, the Medical Information Bureau or other organization,
institution or person having any records or knowledge of me or my health to give
the Company or its reinsurers any and all information. The Company may release
information obtained to MIB, reinsuring companies, other persons or
organizations performing business or legal services in connection with my
application. The Company may release information, as required by law, or as I
may authorize. I understand and agree to the following: (1) this Authorization
is valid for two and one-half years from this application date; (2) a photocopy
is as valid as the original; and (3) a copy is available to the person to be
insured upon request.

I, the Proposed Insured, further authorize the Company to procure an
investigative consumer report if they deem it necessary to the determination of
my insurability.

I, the Proposed Insured, acknowledge receipt of the Notice of Disclosure of
Information and Investigative Consumer Report Notice.

If Variable Universal Life insurance is applied for, I, the Policy Owner,
acknowledge that: (1) I have received a copy of the current Prospectus; (2) I
have read the Prospectus and understand its terms; (3) I am familiar with the
objectives of the Investment Funds; (4) My election or authorization made under
the policy as part of this application is subject to the conditions and
limitations set forth in the Prospectus; and (5) I have determined that the
policy applied for above is suitable to my investment objectives and my
financial situation. Variable Universal Life Insurance is a flexible premium
adjustable life insurance policy. The anticipated coverage of life insurance
applied for under this form is to provide coverage for the lifetime of the
insured. The anticipated Premiums payable for life are:

<TABLE>
<S> <C> <C>
Initial Premium* $ Scheduled Premium $ per
------------------------ ----------------------- -----------------------
* If the Initial Premium to be paid at issue is not shown, the source of such
payment will be:

Cash Value of other insurance policy(s) Other: Est.Amount $
- ------------- -------------- ------------- ---------------
Signed at on , of the year
------------------------------------------------------- ------------------------ ---------
City State

- --------------------------------------------------------------- ------------------------------------------------
Witness (Authorized Company Representative) (Proposed Insured)

------------------------------------------------
Policy Owner (if other than Proposed Insured)
</TABLE>

<PAGE>

NON-MEDICAL FORM (Do Not Complete This Part If Medical Examination Is Required)
PART II OF APPLICATION TO
MUTUAL OF AMERICA LIFE INSURANCE COMPANY
320 PARK AVENUE NEW YORK NY 10022-6839
NOTE: THIS PART II MUST BE COMPLETED AND SIGNED BEFORE AN AUTHORIZED COMPANY
REPRESENTATIVE
================================================================================
1. PROPOSED INSURED
Print Full Name 2. Height_____ft.___in. Weight______lbs.
- --------------------------------------------------------------------------------
CIRCLE APPLICABLE ITEMS AND GIVE DETAILS OF "YES" ANSWERS IN REMARKS.
================================================================================
<TABLE>
<S> <C> <C>
3. To the best of your knowledge and belief, do you, the Proposed Insured, Yes No
have, or have you ever had, or been treated for:
a. Disorder of eyes, ears, nose, or throat?................................... [_] [_]
b. Convulsions, paralysis, or mental or nervous disorder?..................... [_] [_]
c. Pleurisy, asthma, emphysema, tuberculosis, or other disorder of the
respiratory system?........................................................ [_] [_]
d. Chest pain, high blood pressure, murmur, heart attack, or other disorder
of the heart or blood vessels?............................................. [_] [_]
e. Intestinal bleeding, ulcer, hernia, colitis, diverticulitis, or other
disorder of the stomach, intestines, liver, or gallbladder?................ [_] [_]
f. Sugar, albumin, blood or pus in urine; venereal disease; stone or other
disorder of kidney, bladder, prostate, or reproductive organs?............. [_] [_]
g. Diabetes, thyroid or other endocrine disorders?............................ [_] [_]
h. Arthritis, gout, or disorder of the muscles or bones?...................... [_] [_]
i. Tumor, cancer, or disorder of skin or lymph glands?........................ [_] [_]
j. Allergies, anemia, or other disorder of the blood?......................... [_] [_]
k. Any other mental or physical disorder not listed above?.................... [_] [_]
l. Any abnormality of menstruation, pregnancy, or disorder of the
reproductive organs or breasts?............................................ [_] [_]
m. Are you now pregnant?...................................................... [_] [_]
n. Are you now under regular observation or taking treatment?................. [_] [_]
- ---------------------------------------------------------------------------------------------
4. Within the past 5 years, have you: Yes No
a. Had a checkup, consultation, illness, injury, or operation?................ [_] [_]
b. Been a patient in a hospital, clinic, or other medical facility?........... [_] [_]
c. Had an electrocardiogram, X-ray, or other diagnostic test?................. [_] [_]
d. Been advised to have any diagnostic test, hospitalization, or surgery which
was not completed?......................................................... [_] [_]
- ---------------------------------------------------------------------------------------------
5. Within the past 10 years, have you used:
a. Amphetamines, barbiturates, or sedatives except as prescribed Yes No
by a physician?............................................................ [_] [_]
b. Cocaine, heroin, morphine, LSD, marijuana, PCP, or any other hallucinogenic
or narcotic drug?.......................................................... [_] [_]
- ---------------------------------------------------------------------------------------------
Yes No
6. a. Has your weight changed more than 15 pounds in the past year?.............. [_] [_]
b. Have you ever received treatment or joined an organization for alcoholism
or drug addiction?......................................................... [_] [_]
- ---------------------------------------------------------------------------------------------
Yes No
7. Have you smoked cigarettes in the last 12 months?............................. [_] [_]
- ---------------------------------------------------------------------------------------------
Yes No
8. Have you ever been treated for, or been told by a physician,
that you have AIDS?........................................................... [_] [_]
- ---------------------------------------------------------------------------------------------
</TABLE>

REMARKS
Details of "Yes" answers. Identify question. (Include diagnoses, dates, duration
and names and addresses of all attending physicians and medical facilities. If
more room is needed, attach additional sheets. Please sign and date any
attachments.)

I represent that the statements and answers given above are true, complete and
correctly recorded, to the best of my knowledge and belief. To the extent
permitted by law, I expressly waive all provisions of law prohibiting any
physician, hospital official or employee, or other person who has attended or
examined me, or who has been consulted by me, from disclosing any knowledge or
information thereby acquired and from testifying with reference thereto. I
expressly authorize such person to make such disclosures.

Signed at on ,of the year
------------------------------ ------------------ --------
Witness
--------------------------------------- -------------------------------
Signature of Authorized Company Representative Signature of Proposed Insured
<PAGE>

REPORT BY AUTHORIZED COMPANY REPRESENTATIVE
The questions in this report must be completed to permit consideration of the
application.
- -------------------------------------------------------------------------------
ADDITIONAL QUESTIONS RELATING TO PROPOSED INSURED
- --------------------------------------------------------------------------------
1.a. To the best of your knowledge is replacement involved? If "Yes," complete
Comparison/Disclosure Statement, as required..................[_]Yes [_]No

b. Details of life insurance to be replaced.

- --------------------------------------------------------------------------------
Year
Insurer Amount Plan Taken
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
2. Has the Proposed Insured been given the "Investigative Consumer Report
Notice" and the "Notice of Disclosure of Information"? If "No," explain
and give details in Remarks...................................[_]Yes [_]No

- --------------------------------------------------------------------------------
3. How long have you known the Proposed Insured?
------------------------------
a. Is s/he [_] single [_] married [_] divorced [_] widowed
b. Is s/he related to you or your spouse?........................[_]Yes [_]No

- --------------------------------------------------------------------------------
4. Financial Status:

Average earned monthly income: $
-------------------------------------------
Other income: $ per month Source
--------- -----------------------------------
- --------------------------------------------------------------------------------
5.a. Did the Proposed Insured come to you for coverage?............[_]Yes [_]No

b. Do you know of any information not given in the application which might
affect the insurability of the person to be covered?..........[_]Yes [_]No

- --------------------------------------------------------------------------------
6. If Proposed Insured is married:
Full maiden name, if applicable
--------------------------------------------
- --------------------------------------------------------------------------------
7. Questions Relating to Policy Owner Of Life Insurance: (Complete if Policy
Owner is other than the Proposed Insured) Policy Owner has insurable
interest in Proposed Insured because of relationship to Proposed Insured
as-
-------------------------------------------------------------------------

If a corporation:
Title or position of Proposed Insured -
----------------------------------
If Proposed Insured is an officer, are all of the remaining officers
applying for insurance at this time? .........................[_]Yes [_]No
If "No," explain why in REMARKS.
If a Partnership:
Is Proposed Insured a partner? .............................[_]Yes [_]No
If "No," give relationship of Proposed Insured to the partnership in
REMARKS.

If Proposed Insured is a partner, are all of the remaining partners
applying for insurance at this time ..........................[_]Yes [_]No
If "No," explain why in REMARKS. If a Trustee, the Company requires a copy
of the agreement before any policy can be issued.

- --------------------------------------------------------------------------------
8. If a Variable Universal Life policy is applied for, has the Policy Owner
completed an "Additional Information For Purchase of a Variable Contract"
form? .......................................................[_] Yes [_]No

- --------------------------------------------------------------------------------
9. SPACE FOR CALCULATION OF PREMIUMS:
INSURING AGE
---------------------------------------------------------------
(For Variable Universal Life use last birthday; for Term Insurance use
nearest birthday)

Total Premium $
---------------------------------------
Be sure to include all rider premiums, if any.

- --------------------------------------------------------------------------------
This report must be signed by each authorized company representative who has an
interest in this application. Unless otherwise indicated, each signing
authorized company representative shall have an equal interest. Each authorized
company representative must be currently licensed in the state in which the
application is signed.

- -----------------------------------------------------
Authorized Company Representative

<PAGE>

CONDITIONAL RECEIPT

Mutual of America Life Insurance Company (the Company) has received from
--------
[ ] a payment of $ __________ for the insurance applied for with the
application having the same number as this receipt.

[ ] an authorization for payment of premiums by salary deduction for the
insurance applied for with the application having the same number as this
receipt.

This receipt is not valid unless it is signed by an authorized representative of
the Company. This receipt is not valid unless the amount paid with the
application, if paid by check or draft, is honored on first presentation for
payment, or the authorization for payment of premiums remains in effect until
the first premium is transmitted to the Company.

IMPORTANT: The payment is received subject to the conditions on the other side
of this receipt. This receipt does not provide any insurance until
its conditions are met.

Dated at _________________________ on ________________, of the year ___________

Authorized Company Representative _________________________

If you do not hear from the Company regarding the proposed insurance within 30
days, notify the Company. Give the name of the company representative, date and
amount paid, and the number of this receipt. If you are not issued a policy
within 60 days, the application shall be deemed rejected, and we will refund all
premiums to you.

THIS RECEIPT IS TO BE USED ONLY IF PAYMENT IS MADE AT THE TIME THE
APPLICATION IS SIGNED; OTHERWISE IT MUST NOT BE DETACHED.

NOTICE OF DISCLOSURE OF INFORMATION
Information given in your application may be made available to other insurance
companies to which you make application for life or health insurance coverage or
to which a claim is submitted.

The information which you provide will be treated as confidential except MUTUAL
OF AMERICA LIFE INSURANCE COMPANY or its reinsurers may make a brief report
thereon to the Medical Information Bureau. The Bureau is a nonprofit membership
organization of life insurance companies which operates an information exchange
on behalf of its members. Upon request by another member insurance company to
which you have applied for life or health insurance coverage or to which a claim
is submitted, the Bureau will furnish such company with the information it may
have in its files.

Upon receipt of a request from you, the Bureau will arrange disclosure of any
information it may have in your file. If you question the accuracy of
information in the Bureau's file, you may contact the Bureau and seek a
correction in accordance with the procedures set forth in the Federal Fair
Credit Reporting Act. The address of the Bureau's information office is Post
Office Box 105, Essex Station, Boston, Massachusetts 02112, telephone number
(617) 426-3660.

Mutual of America Life Insurance Company or its reinsurers may also release
information in its file to its reinsurers or to other life insurance companies
to which you may apply for life or health insurance, or to which a claim may be
submitted.
<PAGE>

IMPORTANT: This conditional receipt does not provide any insurance until after
its conditions are met.

The payment or authorization for payment of premiums is received subject to the
following conditions:

(A) 1. If the first medical examination required by the Company's
published underwriting rules is completed; and
2. If the Company is satisfied that, at the time of completing the
application, each person to be covered was insurable under the
Company's rules for standard insurance on the policy in the amount and
plan applied for in the application.

Then, but only after these conditions are met, the policy applied for shall
be effective from the date of the last requirement or the date requested in
the application, whichever is the latest, regardless of any change of
insurability of each person to be covered occurring after fulfilling all
the initial requirements. If less than the full first premium has been paid
for such policy, it shall remain in effect only for the fraction of one
year that the payment made for such policy bears to the annual premium for
such policy.

The Company shall not be required to make insurance effective for an
amount, on each person to be covered, which would exceed the following
limits: (a) $150,000 of life insurance if such person is age 16 to 65,
$100,000 at all other ages; and (b) $50,000 of benefits for death by
accident.

Any insurance applied for as alternate or additional to the plan and amount
of insurance applied for in the application shall not become effective
under the conditional receipt.

(B) If the conditions of (A) are met for the insurance applied for in the
application, except that if any person to be covered is not insurable under
the Company's rules for benefits for disability or accidental death as
applied for, the life insurance, and any portion of such benefits for which
the Proposed Insured is insurable under the Company's rules, shall be
effective as provided in (A).

Except as provided in this conditional receipt, any policy issued by the Company
shall not take effect unless the full first premium is paid and the policy is
delivered to the Policy Owner during the lifetime of each person to be covered
by such policy, and all of the statements and answers given in the application
continue to be true and complete to the best of the Proposed Insured's (and
Policy Owner's) knowledge and belief as of the date of delivery of the policy.

Neither the company representative nor the medical examiner is authorized to
accept risks or pass upon insurability, to make or modify contracts, or to waive
any of the company's rights or requirements.

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

INVESTIGATIVE CONSUMER REPORT NOTICE

This is to inform you that, as part of our procedure for processing your
insurance application, an investigative consumer report may be prepared.
Information is obtained through personal interviews with your neighbors,
friends, or others with whom you are acquainted. This inquiry includes
information as to your character, general reputation, personal characteristics,
and mode of living.

You have the right to make a written request, within a reasonable period of
time, to receive additional, detailed information about the nature and scope of
this investigation. You will be given the name and address of the consumer
reporting agency from whom you may receive and inspect a copy of such report by
contacting them.

Exhibit 1(10)(b)

APPLICATION TO
Mutual of America Life Insurance Company
320 Park Avenue New York NY 10022-6839
-----------------------------------------------
PAYROLL DEDUCTION
VARIABLE UNIVERSAL LIFE INSURANCE
-----------------------------------------------
Please complete a separate application for each Proposed Insured Other than
Dependents covered under the Children's Term Rider. Items 7-15, on next page,
will only be used in connection with applications for coverage that are not
eligible for or are in excess of guaranteed issue amounts.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
1. EMPLOYEE INFORMATION
- -----------------------------------------------------------------------------------------------------------------------------------
a. Full Name: First Middle Last b. Social Security Number: c. Date of Hire: d. Annual Salary:
<S> <C> <C> <C> <C> <C> <C>
</TABLE>

<TABLE>
<S> <C>
- ---------------------------------------------------------------- ----------------------------------------------------------------
2. PROPOSED INSURED'S INFORMATION 3. COVERAGE INFORMATION
- ---------------------------------------------------------------- ----------------------------------------------------------------
a. Proposed Insured: [_] Employee [_] Spouse [_] Dependent Child a. Policy Type: [_] Face Amount Plan [_] Face Amount Plus Plan
- ---------------------------------------------------------------- ----------------------------------------------------------------
b. Full Name: First Middle Last b. Initial Amount of Insurance: $ ___________________

- ---------------------------------------------------------------- ----------------------------------------------------------------
c. Date of Birth d. Sex e. Height f. Weight c. Scheduled Premium: $ _______________ Per Pay-Period
Month Day Year [_] Male [_] Female ft. in. lbs.
- ---------------------------------------------------------------- ----------------------------------------------------------------
g. Place of Birth: d. Additional Benefits by Rider: (Check box if desired)
- ---------------------------------------------------------------- [_] Children's Term per child in $1,000 [_] Accidental Death
h. Social Security Number: i. Home Phone Number: increments (max $5,000): $___________ $ ___________
( )
- --------------------------------------------------------------- ----------------------------------------------------------------
j. Home Address: e. Children to be covered under Children's Term Rider:
Street __________________________________________________ (For additional children, use REMARKS section on the next
City ________________________ State ________ Zip ________ page.)
________________________________________________________________ Name Date of Birth
k. Has the proposed insured smoked _____________________________________ /_____/__________
cigarettes within the last 12 months? [_]Yes [_]No _____________________________________ /_____/__________
- ---------------------------------------------------------------- _____________________________________ /_____/__________
l. Occupation: m. Activity at work? Beneficiary for Children's Term Rider is the Insured.
[_]Yes [_]No
- ---------------------------------------------------------------- ----------------------------------------------------------------
4. BENEFICIARY INFORMATION (If additional space is needed, use REMARKS section
on the next page.)
- -----------------------------------------------------------------------------------------------------------------------------------
a. Beneficiary Type: [X] Primary a. Beneficiary Type: [_] Primary [_]Contingent
- ---------------------------------------------------------------- ----------------------------------------------------------------
b. Relationship: [_] Spouse [_] Child [_] Parent [_] Estate b. Relationship: [_] Spouse [_] Child [_] Parent [_] Estate
[_] Other ___________________________________________________ [_] Other ________________________________________________
- ---------------------------------------------------------------- ----------------------------------------------------------------
c. Full Name: First Middle Last c. Full Name: First Middle Last
- ---------------------------------------------------------------- ----------------------------------------------------------------
d. Social Security or Tax ID Number: e. Benefit Percentage: d. Social Security or Tax ID Number: e. Benefit Percentage:
- ---------------------------------------------------------------- ----------------------------------------------------------------
a. Beneficiary Type: [_] Primary [_] Contingent a. Beneficiary Type: [_] Primary [_] Contingent
- ---------------------------------------------------------------- ----------------------------------------------------------------
b. Relationship: [_] Spouse [_] Child [_] Parent [_] Estate b. Relationship: [_] Spouse [_] Child [_] Parent [_] Estate
[_] Other _____________________________________________ [_] Other _____________________________________________
- ---------------------------------------------------------------- ----------------------------------------------------------------
c. Full Name: First Middle Last c. Full Name: First Middle Last
- ---------------------------------------------------------------- ----------------------------------------------------------------
d. Social Security or Tax ID Number: e. Benefit Percentage: d. Social Security or Tax ID Number: e. Benefit Percentage:
- ---------------------------------------------------------------- ----------------------------------------------------------------
5. POLICY OWNER INFORMATION (Complete only if other than the 6. EMPLOYER INFORMATION
insured)
- ---------------------------------------------------------------- ----------------------------------------------------------------
a. Policy Owner: [_] Employee [_] Spouse [_] Dependent Child a. Employer's Name:
[_] Other _______________________________________________ ----------------------------------------------------------------
- ---------------------------------------------------------------- b. Employer Identification No.:
b. Full Name: First Middle Last (to be obtained from employer)
- ---------------------------------------------------------------- ----------------------------------------------------------------
c. Address: c. Address:
Street _________________________________________________ Street __________________________________________________
City ___________________________________________________ City ___________________State_______________Zip__________
- ---------------------------------------------------------------- ---------------------------------------------------------------
d. Social Security or Tax ID Number: e. Home Phone Number: For Home Office Use Only
( )
- ---------------------------------------------------------------- Approved for: [_] Guaranteed Issue [_] Simplified Issue
f. Contingent Owner. Special Notes: __________________________________________
---------------------------------------------------------
---------------------------------------------------------
- ---------------------------------------------------------------- ----------------------------------------------------------------
</TABLE>

<PAGE>

Please answer all questions below for the Proposed Insured named in Section 2.

Give details to the "Yes" answers to items 7-15 in the REMARKS section on this
form.

<TABLE>
<CAPTION>
Yes No
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
7. Has the Proposed Insured been hospitalized at any time within the last six months? [_] [_]
- ------------------------------------------------------------------------------------------------------------------
8. Has the Proposed Insured missed more than five consecutive days of work due
to accident or illness within the last six months? [_] [_]
- ------------------------------------------------------------------------------------------------------------------
9. Is the Proposed Insured currently disabled? [_] [_]
s------------------------------------------------------------------------------------------------------------------
10. Has the Proposed Insured ever been treated for, or been told by a physician
that he or she has, a life-threatening illness? [_] [_]
- ------------------------------------------------------------------------------------------------------------------
11. Has the Proposed Insured ever been treated for, or currently have, any of
the following:
a. Any disorder of the Heart, Circulation or Blood Pressure, or any Chest
Pain or Blood Disease? [_] [_]
b. Any disorder of the Respiratory, Nervous, Digestive, Kidney, Liver,
Urinary Tract or Reproductive Systems? [_] [_]
c. Cancer, Tumor, Diabetes, Ulcers, Epilepsy, Emotional or Mental
Disorder, any disease or abnormality of the brain, Drug Addiction or
Alcoholism? [_] [_]
- ------------------------------------------------------------------------------------------------------------------
12. Has the Proposed Insured ever been treated for, or been told by a
physician that he or she has, AIDS? [_] [_]
- ------------------------------------------------------------------------------------------------------------------
13. Has the Proposed Insured received any medical or surgical advice or
treatment for any ailment, injury or sickness during the last five years
other than listed above? [_] [_]
- ------------------------------------------------------------------------------------------------------------------
14. Is the Proposed Insured presently taking any mediation? If "Yes," give name
of mediation, dosage, duration and the reason for taking such mediation. [_] [_]
- ------------------------------------------------------------------------------------------------------------------
15. Has the Proposed Insured ever had a life or health insurance policy
declined or rated, withdrawn an application, or been required to pay extra
premium or accept a policy modification? [_] [_]
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

REMARKS (Attach addition sheets, if additional room in answering questions is
necessary. Please sign and date any attachments.):

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

PLEASE NOTE that the Variable Universal Life policy has an Accelerated Death
Benefit. A one-time administrative fee of $250 is charged when an Accelerated
Death Benefit is paid. RECEIPT OF ACCELERATED DEATH BENEFITS MAY AFFECT
ELIGIBILITY FOR PUBLIC ASSISTANCE PROGRAMS AND MAY BE TAXABLE.

<PAGE>

16. ALLOCATION OF PREMIUMS

Show the percentage of your future contributions you want to place in the
interest account and/or investment funds. Use whole numbers only, and make
sure the percentages total 100%.

<TABLE>
<CAPTION>
-------------------- ----------------------------------------------------------------------------------------------------------
INTEREST ACCOUNT INVESTMENT FUNDS
-------------------- ----------------------------------------------------------------------------------------------------------
MUTUAL OF AMERICA MUTUAL OF AMERICA AMERICAN CENTURY
-------------------- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest Money Market All America Equity Index American Century
Accumulation Fund Fund Fund VP Capital
Account Appreciation Fund %
---------------------
% % % % CALVERT
----------------------------------------------------------------------------------------------------------
Short-Term Mid-Term Bond Calvert Social
Bond Fund Bond Fund Fund Balanced Fund %
---------------------
% % % SCUDDER
----------------------------------------------------------------------------------------------------------
Composite Aggressive Equity Mid-Cap Equity Scudder
Fund % Fund % Index Fund % Capital Growth Fund %
----------------------------------------------------------------------------------------------------------
FIDELITY Scudder Bond Fund %
----------------------------------------------------------------------------------------------------------
Fidelity VIP II Fidelity VIP Fidelity VIP II Scudder
Asset Manager Fund % Equity-Income Fund % Contrafund % International Fund %

----------------------------------------------------------------------------------------------------------
</TABLE>

17. REPLACEMENT

a. Does the Proposed Insured have any other life insurance in force or
applied for? [_] Yes [_] No If "Yes," Amount $ ________________

b. Does the Policy Owner have any other life insurance in force or applied
for? [_] Yes [_] No If "Yes," Amount $ _________________

c. Is the policy applied for intended to replace another contract/policy?
[_] Yes [_] No

If "Yes," Company ______________________________________________________

Contract/Account Number _______________________________ Amount $________

INVESTIGATIVE CONSUMER REPORT NOTICE

You have the right to make a written request, within a reasonable period of
time, to receive additional, detailed information about the nature and scope of
this investigation. You will be given the name and address of the consumer
areporting agency from whom you may receive and inspect a copy of such report by
contacting them.

<PAGE>

It is represented that the statements and answers given in this application are
true, complete, and correctly recorded to the best of the Proposed Insured's and
Policy Owner's knowledge and belief.

IT IS AGREED that: (1) this entire application shall be the basis for any policy
issued; (2) no information acquired by any representative of Mutual of America
Life Insurance Company (the Company) shall be binding upon the Company unless
set out in writing in this application; and (3) no waiver or modification shall
be binding upon the Company unless in writing and signed by the President or a
Vice President and the Secretary or an Assistant Secretary.

I, THE POLICY OWNER, ACKNOWLEDGE that: (1) I have received a copy of the current
Prospectus; (2) I have read the Prospectus and understand its terms; (3) I am
familiar with the objectives of the Investment Funds; (4) my election or
authorization made under the policy as part of this application is subject to
the conditions and limitations set forth in the Prospectus; and (5) I have
determined that the policy applied for above is suitable to my investment
objectives and my financial situation.

I, THE PROPOSED INSURED AND THE POLICY OWNER, UNDERSTAND that the coverage shall
be in effect only after all of the following conditions have been met: (1) this
application has been approved by the Company; (2) the policy has been issued
while all persons to be insured thereunder are alive; and (3) the answers and
statements in this application continue to be true and complete up until the
Policy Date and that coverage will not take effect if the facts have changed. If
some or all of the amount of insurance applied for with this application is
eligible for guaranteed issue, coverage on such amount shall be in effect on the
date this application is signed.

I, THE PROPOSED INSURED, AUTHORIZE any physician, medical practitioner,
hospital, clinic, medically related facility, insurance company, the Medical
Information Bureau (MIB) or other organization, institution or person that has
any information in its records concerning me to give the Company and its
reinsurers any such information to use for underwriting insurance. The Company
may release information obtained to MIB, reinsuring companies, other persons or
organizations performing business or legal services in connection with my
application. The Company may release information, as required by law, or as I
may authorize. I UNDERSTAND and AGREE to the following: (1) this Authorization
is valid for two and one-half years from this application date; (2) a photocopy
is as valid as the original; and (3) a copy is available to the person to be
insured upon request.

I, THE PROPOSED INSURED, ACKNOWLEDGE receipt of the Notice of Disclosure of
Information and Investigative Consumer Report Notice.

Date________________ City________________________________ State_________________

Employee's Signature (required) ________________________________________________

Proposed Insured's Signature (if other than Employee) __________________________

Policy Owner's Signature (if other than Insured)________________________________

CONSULTANT'S REPORT - To the best of your knowledge is the insurance applied for
intended to replace insurance or annuity in force in this or any other company?
[_] Yes [_] No If "Yes," give company name_____________________________________

Authorized Company Representative's Signature___________________________________

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

NOTICE OF DISCLOSURE OF INFORMATION

Information given in your application may be made available to other insurance
companies to which you make application for life or health insurance coverage or
to which a claim is submitted.

Exhibit 10

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our report
(and to all references to our firm) included in or made a part of this
pre-effective amendment to registration statement.

/s/ ARTHUR ANDERSEN LLP

New York, New York
November 17, 1999

Exhibit 11

[Jones & Blouch L.L.P. Letterhead]

November 17, 1999

Mutual of America Life Insurance Company
320 Park Avenue
New York, New York 10022

Gentlemen/Ladies:

We hereby consent to the reference to this firm under the caption "Legal
Matters" in the prospectus contained in pre-effective amendment no. 1 to the
registration statement on Form S-6 of Mutual of America Separate Account No. 3
and Mutual of America Life Insurance Company to be filed with the Securities and
Exchange Commission.

Very truly yours,

/s/ Jones & Blouch L.L.P.