MUTUAL OF AMERICA SEPARATE ACCOUNT 3
497, 2000-05-04
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  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: MAY 1, 2000
<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
   Notices, Confirmation Statements and Reports to Policyowners ..  31
   Miscellaneous Policy Provisions ...............................  32
   Distribution of the Policies ..................................  32

  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>

     SUPPLEMENT TO PROSPECTUS
     ----------------------------------------------------------------------
                  VARIABLE UNIVERSAL LIFE INSURANCE POLICIES

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

                                    THROUGH
                   MUTUAL OF AMERICA SEPARATE ACCOUNT NO. 3
     ----------------------------------------------------------------------
             **THIS SUPPLEMENT IS FOR MASSACHUSETTS POLICIES ONLY**
     ----------------------------------------------------------------------
     ALL REFERENCES IN THE PROSPECTUS TO "SCHEDULED PREMIUMS" ARE CHANGED TO
     "PLANNED PREMIUMS". ALL REFERENCES IN THE PROSPECTUS TO "UNSCHEDULED
     PREMIUMS", AND ACCOMPANYING TEXT PERTAINING TO UNSCHEDULED PREMIUMS, ARE
     DELETED.

     THE DISCUSSION IN THE PROSPECTUS IS SUPPLEMENTED BY THE FOLLOWING:

     You will select an amount of planned premiums under your policy, based on
     the initial Face Amount and payment intervals you have chosen. YOU NEED NOT
     PAY PLANNED PREMIUMS, AND YOUR POLICY WILL NOT LAPSE SO LONG AS YOUR
     ACCOUNT BALANCE IS SUFFICIENT TO PAY APPLICABLE CHARGES WHEN DUE.

     Failure to pay one or more planned premiums will not necessarily cause your
     Policy to lapse; timely payment of all such premiums will not assure that
     your Policy will continue in force. Whether your Policy continues in force
     or lapses does not depend on whether planned premiums have been paid, but
     rather on whether, on each Monthly Anniversary Day, your Account Balance
     (which will vary with the performance of our Investment Accounts) is
     sufficient to permit the deduction of all charges due on that day.

     You may increase the amount of premiums paid under your policy at any time,
     except that such additional amounts must be equal to at least $50 each and
     are limited to an aggregate of $10,000 during any Policy Year. In addition,
     if these additional amounts would increase the policy's Basic Death
     Benefit, then evidence of insurability would be required. SEE "Insurance
     Benefits Upon Death of Insured Person" in this Prospectus.






     ----------------------------------------------------------------------
     SUPPLEMENT, DATED MAY 1, 2000
     TO PROSPECTUS, DATED MAY 1, 2000
<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.

  We may issue a Policy to you only 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.


  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 0.35% 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 1999, 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 -- .49% (.46% management fee
   and .03% other expenses); Bond -- .57% (.48% management fee and .09% other
   expenses); International -- 1.03% (.85% management fee and .18% other
   expenses).

  Fidelity Portfolios: VIP Equity-Income -- .57% (.48% management fee and .09%
   other expenses); VIP II Contrafund -- .67% (.58% management fee and .09%
   other expenses); and VIP II Asset Manager -- .63% (.53% management fee and
   .10% other expenses).

     Calvert Social Balanced Portfolio -- .89% (.70% management fee and .19%
     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 have entered 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 is ceding and Mutual of America is assuming
  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 enhance service to our contract and policy owners and
  obtain economies of scale.

  We intend to sell the outstanding common stock of American Life to a third
  party. An additional offer of assumption to remaining American Life
  Policyowners 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 assumption by providing timely notice to American Life. In the remaining
  states, American Life Policyowners must consent to the assumption before it
  can occur.

  When we assume an American Life Policy, we become the issuer in place of
  American Life and 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 are
  not changed by assumption.

  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.

  (c) The Policy has not been surrendered.

  (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 of 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 in companies believed to possess above-average
  growth potential and 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.


  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 the 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 20% of its assets in intermediate to longer
  term debt instruments, depending on market and economic conditions.


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

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

  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 to seek
  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 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.

  (c) The insured person's terminal illness must not be a consequence of
 intentionally self-inflicted injuries.


  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
  0.35%, 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, 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 December 31, 1999, we had total assets, on a consolidated basis, of
  approximately $11 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 that would have been paid on or before that time.
  "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 $675,000 in 2000, 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



  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


                                      -31-
<PAGE>

  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 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.

  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.


                                      -32-
<PAGE>

  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, Mutual of America


  Thomas J. Moran                President, Chief           President, Chief Executive Officer and
                                 Executive Officer and      Director, Mutual of America
                                 Director

  Manfred Altstadt               Senior Executive Vice      Senior Executive Vice President and Chief
                                 President, Chief           Financial Officer, Mutual of America;
                                 Financial Officer and      Director since September 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       September 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 September 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, MD            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
                               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 (0.50% 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 (0.50% 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 1999 expense ratios of the Underlying
  Funds. 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 -1.44%,
  4.56% and 10.56%. 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 -1.69%, 4.31% and 10.31%.

  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
<TABLE>
<CAPTION>
  MALE ISSUE AGE 35                                                             FACE AMOUNT PLAN
  STANDARD NON-SMOKER                                                         FACE AMOUNT $100,000

                  USING OUR CURRENT COST OF INSURANCE CHARGES


                                               DEATH BENEFIT                    ACCOUNT BALANCE
                       PREMIUMS     ----------------------------------- -------------------------------
       END OF         ACCUMULATED          ASSUMING HYPOTHETICAL             ASSUMING HYPOTHETICAL
       POLICY        AT 5% INTEREST       GROSS ANNUAL INVESTMENT           GROSS ANNUAL INVESTMENT
        YEAR          PER YEAR(1)                RETURN OF                         RETURN OF
- ------------------- --------------- ----------------------------------- -------------------------------
                                         0%          6%         12%         0%        6%         12%
                                    ----------- ----------- ----------- --------- ---------- ----------
<S>                 <C>             <C>         <C>         <C>         <C>       <C>        <C>
  1 ...............     $  1,365     $100,000    $100,000    $100,000    $ 1,093   $  1,164   $  1,236
  2 ...............        2,798      100,000     100,000     100,000      2,162      2,373      2,594
  3 ...............        4,303      100,000     100,000     100,000      3,204      3,626      4,085
  4 ...............        5,883      100,000     100,000     100,000      4,222      4,927      5,724
  5 ...............        7,542      100,000     100,000     100,000      5,215      6,279      7,529
  6 ...............        9,285      100,000     100,000     100,000      6,186      7,684      9,517
  7 ...............       11,114      100,000     100,000     100,000      7,133      9,145     11,708
  8 ...............       13,035      100,000     100,000     100,000      8,058     10,665     14,126
  9 ...............       15,051      100,000     100,000     100,000      8,961     12,248     16,795
  10 ..............       17,169      100,000     100,000     100,000      9,832     13,887     19,733
  11 ..............       19,392      100,000     100,000     100,000     10,651     15,563     22,951
  12 ..............       21,727      100,000     100,000     100,000     11,439     17,301     26,502
  13 ..............       24,178      100,000     100,000     100,000     12,198     19,104     30,424
  14 ..............       26,752      100,000     100,000     100,000     12,917     20,968     34,751
  15 ..............       29,455      100,000     100,000     100,000     13,609     22,906     39,539
  16 ..............       32,292      100,000     100,000     100,000     14,263     24,913     44,834
  17 ..............       35,272      100,000     100,000     100,000     14,860     26,977     50,684
  18 ..............       38,401      100,000     100,000     100,000     15,422     29,120     57,169
  19 ..............       41,686      100,000     100,000     105,563     15,969     31,365     64,368
  20 ..............       45,135      100,000     100,000     113,558     16,501     33,718     72,330
  30 (age 65) .....       90,689      100,000     100,000     260,864     18,329     62,816    213,823
  35 (age 70) .....      123,287      100,000     100,000     412,489     15,166     82,822    355,594
  40 (age 75) .....      164,892      100,000     116,570     627,153      6,472    108,944    586,124
</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
                       PREMIUMS     ----------------------------------- -------------------------------
       END OF         ACCUMULATED           ASSUMING HYPOTHETICAL              ASSUMING HYPOTHETICAL
       POLICY        AT 5% INTEREST        GROSS ANNUAL INVESTMENT            GROSS ANNUAL INVESTMENT
        YEAR          PER YEAR(1)                 RETURN OF                          RETURN OF
- ------------------- --------------- -------------------------------------- ------------------------------
                                         0%           6%           12%         0%        6%        12%
                                    ------------ ------------ ------------ --------- --------- ----------
<S>                 <C>             <C>          <C>          <C>          <C>       <C>       <C>

  1 ...............     $  1,365     $ 100,000    $ 100,000    $ 100,000    $ 1,055   $ 1,125   $  1,196
  2 ...............        2,798       100,000      100,000      100,000      2,073     2,279      2,493
  3 ...............        4,303       100,000      100,000      100,000      3,043     3,449      3,889
  4 ...............        5,883       100,000      100,000      100,000      3,978     4,649      5,405
  5 ...............        7,542       100,000      100,000      100,000      4,869     5,868      7,042
  6 ...............        9,285       100,000      100,000      100,000      5,715     7,108      8,811
  7 ...............       11,114       100,000      100,000      100,000      6,520     8,370     10,727
  8 ...............       13,035       100,000      100,000      100,000      7,272     9,645     12,797
  9 ...............       15,051       100,000      100,000      100,000      7,975    10,934     15,056
  10 ..............       17,169       100,000      100,000      100,000      8,640    12,250     17,536
  11 ..............       19,392       100,000      100,000      100,000      9,258    13,597     20,253
  12 ..............       21,727       100,000      100,000      100,000      9,820    14,966     23,224
  13 ..............       24,178       100,000      100,000      100,000     10,337    16,371     26,491
  14 ..............       26,752       100,000      100,000      100,000     10,802    17,804     30,077
  15 ..............       29,455       100,000      100,000      100,000     11,214    19,268     34,024
  16 ..............       32,292       100,000      100,000      100,000     11,578    20,765     38,373
  17 ..............       35,272       100,000      100,000      100,000     11,884    22,290     43,166
  18 ..............       38,401       100,000      100,000      100,000     12,125    23,836     48,453
  19 ..............       41,686       100,000      100,000      100,000     12,291    25,397     54,290
  20 ..............       45,135       100,000      100,000      100,000     12,382    26,978     60,750
  30 (age 65) .....       90,689       100,000      100,000      212,364      7,454    43,275    174,069
  35 (age 70) .....      123,287             0      100,000      329,698          0    50,917    284,222
  40 (age 75) .....      164,892             0      100,000      492,031          0    56,904    459,842
</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.


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

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

  1 ...............     $  1,313     $ 100,000    $ 100,000    $ 100,000    $ 1,056   $  1,125   $  1,194
  2 ...............        2,691       100,000      100,000      100,000      2,088      2,292      2,504
  3 ...............        4,138       100,000      100,000      100,000      3,105      3,513      3,954
  4 ...............        5,657       100,000      100,000      100,000      4,098      4,779      5,549
  5 ...............        7,252       100,000      100,000      100,000      5,066      6,095      7,302
  6 ...............        8,928       100,000      100,000      100,000      6,011      7,461      9,233
  7 ...............       10,686       100,000      100,000      100,000      6,933      8,882     11,361
  8 ...............       12,533       100,000      100,000      100,000      7,833     10,359     13,708
  9 ...............       14,472       100,000      100,000      100,000      8,712     11,897     16,298
  10 ..............       16,508       100,000      100,000      100,000      9,558     13,487     19,147
  11 ..............       18,646       100,000      100,000      100,000     10,362     15,122     22,276
  12 ..............       20,891       100,000      100,000      100,000     11,135     16,817     25,726
  13 ..............       23,248       100,000      100,000      100,000     11,879     18,574     29,535
  14 ..............       25,723       100,000      100,000      100,000     12,584     20,389     33,734
  15 ..............       28,322       100,000      100,000      100,000     13,271     22,283     38,387
  16 ..............       31,050       100,000      100,000      100,000     13,920     24,244     43,529
  17 ..............       33,915       100,000      100,000      100,000     14,511     26,258     49,205
  18 ..............       36,924       100,000      100,000      100,000     15,077     28,356     55,499
  19 ..............       40,082       100,000      100,000      100,000     15,627     30,552     62,487
  20 ..............       43,399       100,000      100,000      110,254     16,163     32,852     70,225
  30 (age 65) .....       87,201       100,000      100,000      253,755     18,308     61,297    207,996
  35 (age 70) .....      118,545       100,000      100,000      401,844     15,733     80,760    346,417
  40 (age 75) .....      158,550       100,000      113,650      611,875      8,288    106,215    571,846
</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:

  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.


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

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

  1 ...............     $  1,313     $ 100,000    $ 100,000    $ 100,000    $ 1,006   $ 1,073   $  1,141
  2 ...............        2,691       100,000      100,000      100,000      1,976     2,173      2,378
  3 ...............        4,138       100,000      100,000      100,000      2,912     3,300      3,721
  4 ...............        5,657       100,000      100,000      100,000      3,801     4,443      5,166
  5 ...............        7,252       100,000      100,000      100,000      4,647     5,603      6,725
  6 ...............        8,928       100,000      100,000      100,000      5,450     6,782      8,410
  7 ...............       10,686       100,000      100,000      100,000      6,212     7,980     10,232
  8 ...............       12,533       100,000      100,000      100,000      6,934     9,200     12,208
  9 ...............       14,472       100,000      100,000      100,000      7,606    10,431     14,358
  10 ..............       16,508       100,000      100,000      100,000      8,241    11,686     16,718
  11 ..............       18,646       100,000      100,000      100,000      8,830    12,964     19,301
  12 ..............       20,891       100,000      100,000      100,000      9,373    14,271     22,134
  13 ..............       23,248       100,000      100,000      100,000      9,873    15,611     25,245
  14 ..............       25,723       100,000      100,000      100,000     10,319    16,974     28,659
  15 ..............       28,322       100,000      100,000      100,000     10,714    18,364     32,410
  16 ..............       31,050       100,000      100,000      100,000     11,058    19,783     36,542
  17 ..............       33,915       100,000      100,000      100,000     11,344    21,225     41,091
  18 ..............       36,924       100,000      100,000      100,000     11,572    22,692     46,111
  19 ..............       40,082       100,000      100,000      100,000     11,735    24,178     51,653
  20 ..............       43,399       100,000      100,000      100,000     11,823    25,677     57,780
  30 (age 65) .....       87,201       100,000      100,000      202,760      7,597    41,341    166,196
  35 (age 70) .....      118,545             0      100,000      272,081          0    48,741    272,081
  40 (age 75) .....      158,550             0      100,000      441,346          0    54,596    441,346
</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:

  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.


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

  1 ...........     $  2,205     $101,871    $101,990    $  102,109   $ 1,871   $  1,990   $  2,109
  2 ...........        4,520      103,712     104,068       104,439     3,712      4,068      4,439
  3 ...........        6,951      105,514     106,228       107,001     5,514      6,228      7,001
  4 ...........        9,504      107,278     108,474       109,821     7,278      8,474      9,821
  5 ...........       12,184      109,005     110,811       112,927     9,005     10,811     12,927
  6 ...........       14,998      110,695     113,241       116,347    10,695     13,241     16,347
  7 ...........       17,953      112,349     115,770       120,116    12,349     15,770     20,116
  8 ...........       21,056      113,967     118,402       124,271    13,967     18,402     24,271
  9 ...........       24,314      115,550     121,142       128,851    15,550     21,142     28,851
  10 ..........       27,734      117,086     123,982       133,890    17,086     23,982     33,890
  11 ..........       31,326      118,553     126,903       139,411    18,553     26,903     39,411
  12 ..........       35,097      119,974     129,932       145,488    19,974     29,932     45,488
  13 ..........       39,057      121,352     133,075       152,183    21,352     33,075     52,183
  14 ..........       43,215      122,674     136,324       159,546    22,674     36,324     59,546
  15 ..........       47,581      123,952     139,696       167,662    23,952     39,696     67,662
  16 ..........       52,165      125,177     143,186       176,596    25,177     43,186     76,596
  17 ..........       56,978      126,325     146,773       186,411    26,325     46,773     86,411
  18 ..........       62,032      127,420     150,487       197,223    27,420     50,487     97,223
  19 ..........       67,339      128,488     154,358       209,166    28,488     54,358    109,166
  20 ..........       72,910      129,528     158,393       222,356    29,528     58,393    122,356
  30 (age 65) .      146,498      135,208     205,623       455,305    35,208    105,623    355,305
  35 (age 70) .      199,156      133,011     232,755       688,298    33,011    132,755    588,298
  40 (age 75) .      266,364      125,119     259,942     1,065,472    25,119    159,942    965,472
</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:

  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.


                                      -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



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

  1 ...............     $  2,205     $101,831    $101,949    $102,067    $ 1,831   $ 1,949   $  2,067
  2 ...............        4,520      103,603     103,951     104,313      3,603     3,951      4,313
  3 ...............        6,951      105,304     105,994     106,741      5,304     5,994      6,741
  4 ...............        9,504      106,948     108,092     109,380      6,948     8,092      9,380
  5 ...............       12,184      108,524     110,234     112,237      8,524    10,234     12,237
  6 ...............       14,998      110,034     112,425     115,360     10,034    12,425     15,360
  7 ...............       17,953      111,481     114,684     118,779     11,481    14,684     18,779
  8 ...............       21,056      112,864     117,004     122,512     12,864    17,004     22,512
  9 ...............       24,314      114,188     119,387     126,593     14,188    19,387     26,593
  10 ..............       27,734      115,466     121,848     131,069     15,466    21,848     31,069
  11 ..............       31,326      116,687     124,379     135,968     16,687    24,379     35,968
  12 ..............       35,097      117,839     126,970     141,322     17,839    26,970     41,322
  13 ..............       39,057      118,936     129,635     147,190     18,936    29,635     47,190
  14 ..............       43,215      119,967     132,366     153,612     19,967    32,366     53,612
  15 ..............       47,581      120,933     135,166     160,646     20,933    35,166     60,646
  16 ..............       52,165      121,835     138,037     168,354     21,835    38,037     68,354
  17 ..............       56,978      122,663     140,970     176,793     22,663    40,970     76,793
  18 ..............       62,032      123,405     143,957     186,027     23,405    43,957     86,027
  19 ..............       67,339      124,052     146,986     196,124     24,052    46,986     96,124
  20 ..............       72,910      124,604     150,060     207,174     24,604    50,060    107,174
  30 (age 65) .....      146,498      123,265     181,346     394,798     23,265    81,346    294,798
  35 (age 70) .....      199,156      115,435     194,055     574,624     15,435    94,055    474,624
  40 (age 75) .....      266,364            0     199,449     856,519          0    99,449    756,519
</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:

  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.


                                      -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

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

  1 ...............     $  2,100     $101,786    $101,899    $  102,013   $ 1,786   $  1,899   $  2,013
  2 ...............        4,305      103,541     103,881       104,234     3,541      3,881      4,234
  3 ...............        6,620      105,271     105,952       106,689     5,271      5,952      6,689
  4 ...............        9,051      106,964     108,106       109,391     6,964      8,106      9,391
  5 ...............       11,604      108,620     110,345       112,366     8,620     10,345     12,366
  6 ...............       14,284      110,241     112,674       115,642    10,241     12,674     15,642
  7 ...............       17,098      111,827     115,098       119,252    11,827     15,098     19,252
  8 ...............       20,053      113,378     117,619       123,230    13,378     17,619     23,230
  9 ...............       23,156      114,894     120,243       127,615    14,894     20,243     27,615
  10 ..............       26,414      116,365     122,963       132,438    16,365     22,963     32,438
  11 ..............       29,834      117,779     125,769       137,733    17,779     25,769     37,733
  12 ..............       33,426      119,149     128,679       143,561    19,149     28,679     43,561
  13 ..............       37,197      120,476     131,697       149,979    20,476     31,697     49,979
  14 ..............       41,157      121,747     134,815       157,037    21,747     34,815     57,037
  15 ..............       45,315      122,988     138,064       164,828    22,988     38,064     64,828
  16 ..............       49,681      124,176     141,423       173,404    24,176     41,423     73,404
  17 ..............       54,265      125,287     144,875       182,821    25,287     44,875     82,821
  18 ..............       59,078      126,359     148,459       193,208    26,359     48,459     93,208
  19 ..............       64,132      127,403     152,194       204,679    27,403     52,194    104,679
  20 ..............       69,439      128,420     156,088       217,348    28,420     56,088    117,348
  30 (age 65) .....      139,522      134,251     201,934       441,405    34,251    101,934    341,405
  35 (age 70) .....      189,673      132,616     228,694       665,946    32,616    128,694    565,946
  40 (age 75) .....      253,680      125,815     256,071     1,029,907    25,815    156,071    929,907
</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:

  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.

                                      -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

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

  1 ...............     $  2,100     $101,734    $101,845    $101,957    $ 1,734   $ 1,845   $  1,957
  2 ...............        4,305      103,411     103,741     104,084      3,411     3,741      4,084
  3 ...............        6,620      105,031     105,686     106,395      5,031     5,686      6,395
  4 ...............        9,051      106,585     107,670     108,893      6,585     7,670      8,893
  5 ...............       11,604      108,073     109,695     111,595      8,073     9,695     11,595
  6 ...............       14,284      109,498     111,762     114,542      9,498    11,762     14,542
  7 ...............       17,098      110,862     113,888     117,766     10,862    13,888     17,766
  8 ...............       20,053      112,170     116,082     121,297     12,170    16,082     21,297
  9 ...............       23,156      113,419     118,333     125,155     13,419    18,333     25,155
  10 ..............       26,414      114,623     120,657     129,385     14,623    20,657     29,385
  11 ..............       29,834      115,772     123,044     134,013     15,772    23,044     34,013
  12 ..............       33,426      116,865     125,497     139,080     16,865    25,497     39,080
  13 ..............       37,197      117,904     128,020     144,632     17,904    28,020     44,632
  14 ..............       41,157      118,878     130,601     150,706     18,878    30,601     50,706
  15 ..............       45,315      119,788     133,245     157,355     19,788    33,245     57,355
  16 ..............       49,681      120,635     135,954     164,639     20,635    35,954     64,639
  17 ..............       54,265      121,408     138,718     172,610     21,408    38,718     72,610
  18 ..............       59,078      122,109     141,540     181,340     22,109    41,540     81,340
  19 ..............       64,132      122,727     144,409     190,895     22,727    44,409     90,895
  20 ..............       69,439      123,251     147,317     201,345     23,251    47,317    101,345
  30 (age 65) .....      139,522      122,447     177,467     379,495     22,447    77,467    279,495
  35 (age 70) .....      189,673      115,593     190,287     550,776     15,593    90,287    450,776
  40 (age 75) .....      253,680      101,446     196,948     820,017      1,446    96,948    720,017
</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:

  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.


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

  1 ..............     $ 10,763     $500,000    $500,000    $  500,000   $  8,735   $  9,306   $    9,878
  2 ..............       22,063      500,000     500,000       500,000     17,251     18,943       20,705
  3 ..............       33,929      500,000     500,000       500,000     25,613     28,991       32,652
  4 ..............       46,388      500,000     500,000       500,000     33,713     39,360       45,728
  5 ..............       59,470      500,000     500,000       500,000     41,615     50,128       60,122
  6 ..............       73,206      500,000     500,000       500,000     49,325     61,321       75,987
  7 ..............       87,628      500,000     500,000       500,000     56,743     72,859       93,388
  8 ..............      102,772      500,000     500,000       500,000     63,931     84,822      112,561
  9 ..............      118,673      500,000     500,000       500,000     71,049     97,392      133,862
  10 .............      135,370      500,000     500,000       500,000     78,049    110,549      157,480
  11 .............      152,901      500,000     500,000       500,000     84,833    124,234      183,597
  12 .............      171,308      500,000     500,000       500,000     91,311    138,395      212,435
  13 .............      190,636      500,000     500,000       500,000     97,542    153,115      244,369
  14 .............      210,930      500,000     500,000       500,000    103,487    168,398      279,752
  15 .............      232,239      500,000     500,000       500,000    109,107    184,252      318,992
  16 .............      254,614      500,000     500,000       500,000    114,414    200,733      362,592
  17 .............      278,107      500,000     500,000       526,123    119,326    217,827      411,034
  18 .............      302,775      500,000     500,000       585,289    123,899    235,635      464,515
  19 .............      328,676      500,000     500,000       649,107    128,098    254,197      523,473
  20 (age 65) ....      355,872      500,000     500,000       717,920    131,845    273,536      588,459
  25 (age 70) ....      513,663      500,000     500,000     1,191,399    143,148    385,056    1,027,068
  30 (age 75) ....      715,048      500,000     568,318     1,864,143    136,688    531,138    1,742,189
</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:

  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.


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

  1 .............     $ 10,763     $ 500,000    $ 500,000    $  500,000   $ 7,709   $  8,246   $    8,783
  2 .............       22,063       500,000      500,000       500,000    15,064     16,621       18,246
  3 .............       33,929       500,000      500,000       500,000    22,157     25,224       28,555
  4 .............       46,388       500,000      500,000       500,000    28,945     34,017       39,755
  5 .............       59,470       500,000      500,000       500,000    35,437     43,019       51,955
  6 .............       73,206       500,000      500,000       500,000    41,642     52,250       65,279
  7 .............       87,628       500,000      500,000       500,000    47,516     61,675       79,810
  8 .............      102,772       500,000      500,000       500,000    53,015     71,262       95,648
  9 .............      118,673       500,000      500,000       500,000    58,098     80,984      112,916
  10 ............      135,370       500,000      500,000       500,000    62,777     90,864      131,806
  11 ............      152,901       500,000      500,000       500,000    67,011    100,877      152,490
  12 ............      171,308       500,000      500,000       500,000    70,759    111,003      175,176
  13 ............      190,636       500,000      500,000       500,000    74,083    121,317      200,187
  14 ............      210,930       500,000      500,000       500,000    76,890    131,758      227,777
  15 ............      232,239       500,000      500,000       500,000    79,188    142,361      258,321
  16 ............      254,614       500,000      500,000       500,000    80,884    153,074      292,195
  17 ............      278,107       500,000      500,000       500,000    81,933    163,895      329,884
  18 ............      302,775       500,000      500,000       500,000    82,287    174,823      371,968
  19 ............      328,676       500,000      500,000       500,000    81,796    185,786      419,035
  20 (age 65) ...      355,872       500,000      500,000       574,503    80,405    196,794      470,904
  25 (age 70) ...      513,663       500,000      500,000       945,419    56,616    252,765      815,016
  30 (age 75) ...      715,048             0      500,000     1,458,996         0    309,839    1,363,548
</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:

  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.


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

  1 ...............    $   16,380    $513,982    $  514,873   $  515,764   $ 13,982   $ 14,873   $   15,764
  2 ...............        33,579     527,644       530,301      533,067     27,644     30,301       33,067
  3 ...............        51,638     541,050       546,371      552,132     41,050     46,371       52,132
  4 ...............        70,600     554,084       562,990      573,022     54,084     62,990       73,022
  5 ...............        90,510     566,811       580,243      595,990     66,811     80,243       95,990
  6 ...............       111,415     579,236       598,161      621,257     79,236     98,161      121,257
  7 ...............       133,366     591,244       616,649      648,939     91,244    116,649      148,939
  8 ...............       156,414     602,900       635,796      679,354    102,900    135,796      179,354
  9 ...............       180,615     614,389       655,816      712,980    114,389    155,816      212,980
  10 ..............       206,026     625,653       676,688      750,094    125,653    176,688      250,094
  11 ..............       232,707     636,575       698,327      790,938    136,575    198,327      290,938
  12 ..............       260,723     647,043       720,645      835,777    147,043    220,645      335,777
  13 ..............       290,139     657,122       743,736      885,098    157,122    243,736      385,098
  14 ..............       321,026     666,758       767,571      939,310    166,758    267,571      439,310
  15 ..............       353,457     675,899       792,125      998,867    175,899    292,125      498,867
  16 ..............       387,510     684,550       817,430    1,064,333    184,550    317,430      564,333
  17 ..............       423,265     692,601       843,397    1,136,205    192,601    343,397      636,205
  18 ..............       460,808     700,119       870,117    1,215,223    200,119    370,117      715,223
  19 ..............       500,229     707,052       897,564    1,302,078    207,052    397,564      802,078
  20 (age 65) .....       541,620     713,290       925,649    1,397,472    213,290    425,649      897,472
  25 (age 70) .....       781,770     733,107     1,075,279    2,036,090    233,107    575,279    1,536,090
  30 (age 75) .....     1,088,268     727,339     1,234,477    3,059,122    227,339    734,477    2,559,122
</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:

  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.


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

  1 ..............    $   16,380    $512,899    $513,755    $  514,613   $ 12,899   $ 13,755   $   14,613
  2 ..............        33,579     523,342     527,858       530,479     25,342     27,858       30,479
  3 ..............        51,638     537,397     542,384       547,792     37,397     42,384       47,792
  4 ..............        70,600     549,010     557,291       566,636     49,010     57,291       66,636
  5 ..............        90,510     560,189     572,595       587,170     60,189     72,595       87,170
  6 ..............       111,415     570,941     588,312       609,567     70,941     88,312      109,567
  7 ..............       133,366     581,214     604,400       633,957     81,214    104,400      133,957
  8 ..............       156,414     590,957     620,814       660,482     90,957    120,814      160,482
  9 ..............       180,615     600,119     637,504       689,299    100,119    137,504      189,299
  10 .............       206,026     608,710     654,485       720,644    108,710    154,485      220,644
  11 .............       232,707     616,681     671,706       754,713    116,681    171,706      254,713
  12 .............       260,723     623,981     689,117       791,726    123,981    189,117      291,726
  13 .............       290,139     630,683     706,787       832,048    130,683    206,787      332,048
  14 .............       321,026     636,677     724,605       875,895    136,677    224,605      375,895
  15 .............       353,457     641,975     742,577       923,629    141,975    242,577      423,629
  16 .............       387,510     646,470     760,587       975,524    146,470    260,587      475,524
  17 .............       423,265     650,116     778,575     1,031,948    150,116    278,575      531,948
  18 .............       460,808     652,869     796,479     1,093,302    152,869    296,479      593,302
  19 .............       500,229     654,564     814,110     1,159,906    154,564    314,110      659,906
  20 (age 65) ....       541,620     655,161     831,397     1,232,238    155,161    331,397      732,238
  25 (age 70) ....       781,770     639,375     908,915     1,699,258    139,375    408,915    1,199,258
  30 (age 75) ....     1,088,268     580,049     953,143     2,402,960     80,049    453,143    1,902,960
</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:

  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.


                                      -51-
<PAGE>

                              FINANCIAL STATEMENTS


  The Separate Account had not commenced operations as of December 31, 1999.
  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, 1999. 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 - YEAR ENDED DECEMBER 31, 1999
                                                                              PAGE
                                                                              ----
   Report of Independent Public Accountants ................................   53
   Consolidated Statements of Financial Condition ..........................   54
   Consolidated Statements of Operations and Surplus .......................   55
   Consolidated Statements of Cash Flows ...................................   56
   Notes to Consolidated Financial Statements ..............................   57
</TABLE>

                                      -52-
<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, 1999 and 1998, 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, these financial statements were prepared in
conformity with the accounting practices prescribed or permitted by the State of
New York Insurance Department. Such 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 10.

     In our opinion, because of the effects of the matter described in the third
paragraph and more fully discussed in Note 10, 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, 1999 and 1998, 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 10 reconciling net income and
surplus as shown in the financial statements to net income and retained earnings
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, 1999 and 1998, 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.


ARTHUR ANDERSEN LLP

New York, New York
February 21, 2000

                                       53
<PAGE>
                   MUTUAL OF AMERICA LIFE INSURANCE COMPANY

                CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                          DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
                                                        1999               1998
                                                 ------------------ ------------------
<S>                                              <C>                <C>
ASSETS
GENERAL ACCOUNT ASSETS
 Bonds and notes ...............................  $ 4,698,493,596    $ 4,874,244,008
 Common stocks .................................      412,828,363        339,524,394
 Preferred stocks ..............................       40,520,250         55,771,462
 Cash and short-term investments ...............       81,598,028         98,685,966
 Guaranteed funds transferable .................      137,269,179        115,902,196
 Mortgage loans ................................       18,498,896         19,289,253
 Real estate ...................................      318,584,447        324,024,030
 Policy loans ..................................      103,466,616        100,633,395
 Other invested assets .........................       29,993,141         33,606,096
 Investment income accrued .....................       91,290,190         90,018,584
 Other assets ..................................       19,928,775         19,211,099
                                                  ---------------    ---------------
   Total general account assets ................    5,952,471,481      6,070,910,483
SEPARATE ACCOUNT ASSETS ........................    4,999,885,459      4,039,275,044
                                                  ---------------    ---------------
TOTAL ASSETS ...................................  $10,952,356,940    $10,110,185,527
                                                  ===============    ===============
LIABILITIES AND SURPLUS
GENERAL ACCOUNT LIABILITIES
 Insurance and annuity reserves ................  $ 4,861,766,733    $ 4,925,407,081
 Other contractholders liabilities and reserves         9,023,083         12,086,713
 Note payable ..................................               --        137,021,175
 Interest maintenance reserve ..................      181,876,278        213,674,120
 Other liabilities .............................      101,358,313         69,404,220
                                                  ---------------    ---------------
   Total general account liabilities ...........    5,154,024,407      5,357,593,309
SEPARATE ACCOUNT RESERVES AND OTHER LIABILITIES     4,999,885,459      4,039,275,044
                                                  ---------------    ---------------
   Total liabilities ...........................   10,153,909,866      9,396,868,353
                                                  ---------------    ---------------
ASSET VALUATION RESERVE ........................      117,678,424        118,485,383
                                                  ---------------    ---------------
SURPLUS
 Assigned surplus ..............................        1,150,000          1,150,000
 Unassigned surplus ............................      679,618,650        593,681,791
                                                  ---------------    ---------------
   Total surplus ...............................      680,768,650        594,831,791
                                                  ---------------    ---------------
TOTAL LIABILITIES AND SURPLUS ..................  $10,952,356,940    $10,110,185,527
                                                  ===============    ===============
</TABLE>

         See accompanying notes to consolidated financial statements.

                                       54
<PAGE>

                   MUTUAL OF AMERICA LIFE INSURANCE COMPANY

               CONSOLIDATED STATEMENTS OF OPERATIONS AND SURPLUS

                FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
                                                                  1999             1998
                                                           ----------------- ----------------
<S>                                                        <C>               <C>
INCOME
 Annuity considerations and deposits .....................  $  897,476,235    $  824,131,791
 Life and disability insurance premiums ..................      28,357,570        27,318,300
                                                            --------------    --------------
   Total considerations and premiums .....................     925,833,805       851,450,091
 Separate account investment and administration fees .....      50,578,828        43,186,358
 Net investment income ...................................     422,480,668       414,565,840
 Other, net ..............................................      (2,308,256)       (1,966,715)
                                                            --------------    --------------
   Total income ..........................................   1,396,585,045     1,307,235,574
                                                            --------------    --------------
DEDUCTIONS
 Increase in insurance and annuity reserves ..............      42,211,501        81,812,257
 Annuity and surrender benefits ..........................   1,101,981,780       999,743,408
 Death and disability benefits ...........................      19,047,964        20,153,378
 Operating expenses ......................................     159,023,774       151,448,387
                                                            --------------    --------------
   Total deductions ......................................   1,322,265,019     1,253,157,430
                                                            --------------    --------------
   Net gain before dividends .............................      74,320,026        54,078,144
DIVIDENDS TO CONTRACTHOLDERS AND POLICYHOLDERS ...........         (89,247)         (117,182)
                                                            --------------    --------------
   Net gain from operations ..............................      74,230,779        53,960,962
FEDERAL INCOME TAX BENEFIT ...............................         512,749         1,150,189
NET REALIZED CAPITAL GAINS ...............................      20,883,616        16,642,540
                                                            --------------    --------------
   Net income ............................................      95,627,144        71,753,691
SURPLUS TRANSACTIONS
 Change in:
   Asset valuation reserve ...............................         806,959        (1,990,987)
   Unrealized capital gains, net .........................       2,661,765         7,239,633
   Non-admitted assets and other, net ....................     (13,159,009)       (6,110,852)
                                                            --------------    --------------
    Net change in surplus ................................      85,936,859        70,891,485
SURPLUS
 Beginning of year .......................................     594,831,791       523,940,306
                                                            --------------    --------------
 End of year .............................................  $  680,768,650    $  594,831,791
                                                            ==============    ==============
</TABLE>

         See accompanying notes to consolidated financial statements.

                                       55
<PAGE>

                   MUTUAL OF AMERICA LIFE INSURANCE COMPANY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
                                                                      1999             1998
                                                               ----------------- ----------------
<S>                                                            <C>               <C>
CASH PROVIDED
 Premium and annuity funds received ..........................  $  921,742,410    $  851,727,947
 Investment income received ..................................     358,766,660       338,956,078
 Separate account investment and administrative fees .........      50,599,178        43,186,358
 Other, net ..................................................        (803,915)        1,739,776
                                                                --------------    --------------
   Total receipts ............................................   1,330,304,333     1,235,610,159
                                                                --------------    --------------
 Benefits paid ...............................................   1,114,262,529     1,019,888,124
 Insurance and operating expenses paid .......................     154,815,653       155,490,995
 Net transfers to separate accounts ..........................     115,750,222        84,395,589
                                                                --------------    --------------
   Total payments ............................................   1,384,828,404     1,259,774,708
                                                                --------------    --------------
   Net cash used by operations ...............................     (54,524,071)      (24,164,549)
 Proceeds from long-term investments sold, matured or repaid .   1,761,621,032     4,672,189,185
 Other, net ..................................................      33,954,730        47,407,939
                                                                --------------    --------------
   Total cash provided .......................................   1,741,051,691     4,695,432,575
                                                                --------------    --------------
CASH APPLIED
 Cost of long-term investments acquired ......................   1,592,252,620     4,606,240,005
 Repayment of note payable ...................................     135,000,000                --
 Other, net ..................................................      30,887,009        57,671,026
                                                                --------------    --------------
   Total cash applied ........................................   1,758,139,629     4,663,911,031
                                                                --------------    --------------
   Net change in cash and short-term investments .............     (17,087,938)       31,521,544
CASH AND SHORT-TERM INVESTMENTS
 Beginning of year ...........................................      98,685,966        67,164,422
                                                                --------------    --------------
 End of year .................................................  $   81,598,028    $   98,685,966
                                                                ==============    ==============
</TABLE>

         See accompanying notes to consolidated financial statements.

                                       56
<PAGE>


                   MUTUAL OF AMERICA LIFE INSURANCE COMPANY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          DECEMBER 31, 1999 AND 1998


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 company market, 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 to include for-profit
organizations in the small to medium size company market. 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.

     REORGANIZATION -- In September 1999, Mutual of America submitted a Plan of
Reorganization ("the Plan") to the State of New York Insurance Department ("New
York Department") whereby Mutual of America would prepare for the sale of The
American Life Insurance Company of New York ("American Life") a wholly owned
subsidiary of Mutual of America. In preparation for such a sale, the Plan
indicates that during the period from January 1, 2000 through June 30, 2000,
Mutual of America would assume (via an assumption reinsurance agreement)
virtually all of American Life's in force business. Mutual of America would then
sell the stock of American Life to a third party. Effective October 1, 1999,
virtually all new business has been written by Mutual of America. On January 1,
2000, approximately 95% of American Life's in force group business totaling
approximately $190.0 million of insurance and annuity reserves was assumed by
Mutual of America.

     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. Such 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 10. 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.

     In 1999, the National Association of Insurance Commissioners ("NAIC")
adopted codified statutory accounting principles (Codification). Codification
will change, to some extent, current prescribed statutory accounting practices
and may result in changes to the accounting practices that the Company uses to
prepare its statutory financial statements going forward. Before Codification
becomes effective for the Company, the New York Insurance Department must adopt
Codification as the prescribed basis of accounting for its domestic insurers.
The New York Insurance Department has not yet reached a decision as to whether
it will adopt Codification. Adoption by the New York Insurance Department would
not have a material adverse effect on the Company's operating results and
financial position.

     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 1998 amounts included in the accompanying consolidated financial
statements have been reclassified to conform to the 1999 presentation.

     ASSET VALUATIONS

     BONDS AND NOTES -- Investment valuations are prescribed by the NAIC. Bonds
qualifying for amortization are stated at amortized cost. Short-term investments
in good standing are stated at cost. All other bonds and short-term notes are
stated at market value. Unrealized gains and losses on valuation of bonds and
short-term investments are recorded directly to unassigned surplus.

     COMMON AND PREFERRED STOCKS -- Common stocks in good standing are stated at
market value. Market value is determined by reference to valuations quoted by
the NAIC. Unrealized gains and losses are recorded directly to unassigned
surplus.


                                      -57-
<PAGE>

                   MUTUAL OF AMERICA LIFE INSURANCE COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  -- (CONTINUED)

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

     GUARANTEED FUNDS TRANSFERABLE -- Guaranteed funds transferable consists of
funds held with a former reinsurer and is stated at the total principal amount
of future guaranteed transfers to Mutual of America.

     MORTGAGE LOANS -- Mortgage loans are carried at amortized indebtedness.
Impairments of individual assets that are considered other than temporary are
recognized when incurred. There were no impairments recorded during 1999 or
1998.

     REAL ESTATE -- 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 -- Policy loans are stated at the unpaid principal balance of
the loan.

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

     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 1999 and 1998, averaged
4.75% and 5.50%, respectively, and are deemed sufficient to provide for
contractual surrender values for these funds. Reserves for life and disability
insurance are based on mortality, morbidity and interest rate assumptions which
meet statutory requirements.

     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.

     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 recorded directly to unassigned surplus.

     SEPARATE ACCOUNT OPERATIONS

     Certain annuity considerations may be invested at the participant's
discretion in separate accounts. Separate accounts offered include a multifund
account managed by Mutual of America Capital Management Corporation (a wholly
owned subsidiary), or certain other funds managed by outside investment
advisors. All fund investment experience, including net realized and unrealized
capital gains in the separate accounts (net of investment advisory fees and
administration fees assessed), accrues directly to participants and are not
reflected in the Company's consolidated statements of operations. 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 both 1999 and 1998
such fees were equal to approximately 1.10% of the total average assets under
management. Investment advisory and administrative fees are included in the
consolidated statement of operations.

     Investments held in the separate accounts are stated at market value.
Participants' corresponding equity in the separate accounts is 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.

     PREMIUMS AND ANNUITY CONSIDERATIONS

     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.


                                      -58-
<PAGE>

                   MUTUAL OF AMERICA LIFE INSURANCE COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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

     INVESTMENT INCOME AND EXPENSES

     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. INVESTMENTS

     VALUATION

     The statement values and NAIC market values of investments in fixed
maturity securities (bonds and notes) and equity securities at December 31, 1999
and 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>
                                                                                              DECEMBER 31, 1999
                                                                             ----------------------------------------------------
                                                                                                GROSS UNREALIZED
                                                                                STATEMENT    ----------------------   NAIC MARKET
                                                                                  VALUE         GAINS      LOSSES        VALUE
                                                                             --------------  ---------- ----------- --------------
                                                                                                (IN MILLIONS)
<S>                                                                          <C>            <C>        <C>         <C>
Fixed maturities:
U.S. Treasury securities and obligations of U.S. Government corporations and
 agencies ..................................................................  $   1,882.9    $   3.7    $   29.0    $   1,857.6
Obligations of states and political subdivisions ...........................         11.1         .1          .5           10.7
Debt securities issued by foreign governments ..............................         90.1         .1         5.3           84.9
Corporate securities .......................................................      2,753.3        2.9       174.0        2,582.2
Other ......................................................................         54.2         --          --           54.2
                                                                              -----------    -------    --------    -----------
   Total ...................................................................  $   4,791.6    $   6.8    $  208.8    $   4,589.6
                                                                              ===========    =======    ========    ===========
</TABLE>


<TABLE>
<CAPTION>
                                                                                              DECEMBER 31, 1999
                                                                             ----------------------------------------------------
                                                                                                GROSS UNREALIZED
                                                                                STATEMENT    ----------------------   NAIC MARKET
                                                                                  VALUE         GAINS      LOSSES        VALUE
                                                                             --------------  ---------- ----------- --------------
                                                                                                (IN MILLIONS)
<S>                                                                          <C>                <C>          <C>      <C>
Fixed maturities:
U.S. Treasury securities and obligations of U.S. Government corporations and
 agencies ..................................................................  $  2,030.7      $  15.5     $  1.1       $  2,045.1
Obligations of states and political subdivisions ...........................        10.7          2.1         --             12.8
Debt securities issued by foreign governments ..............................       106.2          6.1         --            112.3
Corporate securities .......................................................     2,834.8         50.5       33.0          2,852.3
                                                                              ----------      -------     ------       ----------
   Total ...................................................................  $  4,982.4      $  74.2     $ 34.1       $  5,022.5
                                                                              ==========      =======     ======       ==========
</TABLE>

     Short-term fixed maturity securities with a statement value and NAIC market
value of $93.1 million and $108.2 million at December 31, 1999 and 1998,
respectively, are included in the above tables. As of December 31, 1999, the
Company had $6.0 million (1998 - $6.2 million) with a par value $6.0 million
(1998 - $6.0 million) of its long-term fixed maturity securities on deposit with
various state regulatory agencies.

     At December 31, 1999 and 1998 net unrealized appreciation of common equity
securities was $87.6 million and $51.4 million, respectively.


     MATURITIES

     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, 1999 are
shown below. Expected


                                      -59-
<PAGE>

                   MUTUAL OF AMERICA LIFE INSURANCE COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  -- (CONTINUED)

2. INVESTMENTS -- (Continued)

maturities may differ from contractual maturities because borrowers may have the
right to prepay obligations with or without prepayment penalties.


<TABLE>
<CAPTION>
                                                        DECEMBER 31, 1999
                                                    --------------------------
                                                      STATEMENT       NAIC
                                                        VALUE     MARKET VALUE
                                                    ------------ -------------
                                                          (IN MILLIONS)
<S>                                                 <C>          <C>
    Due in one year or less ....................... $    234.2    $    226.3
    Due after one year through five years .........    1,456.3       1,396.9
    Due after five years through ten years ........    1,285.4       1,230.4
    Due after ten years ...........................    1,815.7       1,736.0
                                                    ----------    ----------
     Total ........................................ $  4,791.6    $  4,589.6
                                                    ==========    ==========
</TABLE>

     REALIZED INVESTMENT GAINS

     Sales of fixed maturity securities were as follows:


<TABLE>
<CAPTION>
                                              DECEMBER 31
                                     -----------------------------
                                          1999           1998
                                     -------------- --------------
                                             (IN MILLIONS)
<S>                                  <C>            <C>
    Fixed maturity securities
     Proceeds ......................  $   1,557.8    $   4,164.6
     Gross realized gains ..........          5.6           20.0
     Gross realized losses .........         20.9            6.0
</TABLE>

     Sales of investments in fixed maturity securities resulted in $15.3 million
of losses and $14.0 million of gains being accumulated in IMR in 1999 and 1998,
respectively. Such amounts will be amortized into net investment income over the
estimated remaining life of the investment sold. During 1999 and 1998, $16.5
million and $54.2 million of the IMR was amortized and included in net
investment income. Included in IMR amortization income for 1998 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 Accounts) that
occurred in 1997.

     Net realized capital gains reflected in the statements of operations for
the years ended December 31, 1999 and 1998 were as follows:


<TABLE>
<CAPTION>
                                                          DECEMBER 31
                                                     ---------------------
                                                        1999       1998
                                                     ---------- ----------
                                                         (IN MILLIONS)
<S>                                                  <C>        <C>
     Equity securities (common and preferred stock)    $ 20.9    $  16.0
     Mortgage loans and other ......................       --         .6
                                                       ------    -------
      Net realized capital gains ...................   $ 20.9    $  16.6
                                                       ======    =======
</TABLE>

3. GUARANTEED FUNDS TRANSFERABLE

     In 1980, Mutual of America terminated a reinsurance arrangement and assumed
direct ownership of funds held by the former reinsurer and direct liability for
the contractual obligations to policyholders. The liability to such
policyholders is included as insurance and annuity reserves in the consolidated
statements of financial condition. The principal amount of the funds held by the
former reinsurer is guaranteed to earn at least 3.125% per year.

     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 $137.3 million and $115.9 million at December 31, 1999 and
1998, respectively. The actual interest and other allocated investment earnings
on these funds amounted to $44.3 million and $12.2 million in 1999 and 1998,
respectively, and are included in net investment income. Income in 1999 included
a $33.2 million special one-time dividend declared in connection with the
insurer's demutualization-related asset transfers and the formation of a
corporate account.


                                      -60-
<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 1999 and 1998 was $5.2 million for 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. The note matured and was paid in full on October 15, 1999. Interest on the
note was payable semiannually in April and October.

6. PENSION PLAN AND POSTRETIREMENT BENEFITS

     PENSION BENEFIT AND OTHER BENEFIT PLANS

     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.

     The components of net periodic benefit costs are as follows:

<TABLE>
<CAPTION>
                                                              DECEMBER 31,
                                                -----------------------------------------
                                                  PENSION BENEFITS      OTHER BENEFITS
                                                --------------------- -------------------
                                                   1999       1998       1999      1998
                                                ---------- ---------- --------- ---------
                                                              (IN MILLIONS)
<S>                                             <C>        <C>        <C>       <C>
    Service cost ..............................  $   6.3    $   5.3    $   .8    $   .6
    Interest cost on PBO ......................      6.6        6.2       1.5       1.3
    Expected return on plan assets ............     (7.0)      (6.9)       --        --
    Amortization of initial net asset .........      (.1)       (.2)       --        --
    Amortization of unrecognized net loss .....      2.9        1.6        .3        .1
    Settlement loss ...........................       --        2.8        --        --
                                                 -------    -------    ------    ------
    NET BENEFIT EXPENSE .......................  $   8.7    $   8.8    $  2.6    $  2.0
                                                 =======    =======    ======    ======
</TABLE>

                                      -61-
<PAGE>

                   MUTUAL OF AMERICA LIFE INSURANCE COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  -- (CONTINUED)

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

     The change in the projected benefit obligation and plan assets are as
follows:

<TABLE>
<CAPTION>
                                                                       DECEMBER 31,
                                                      -----------------------------------------------
                                                         PENSION BENEFITS         OTHER BENEFITS
                                                      ----------------------- -----------------------
                                                          1999        1998        1999        1998
                                                      ----------- ----------- ----------- -----------
                                                                       (IN MILLIONS)
<S>                                                   <C>         <C>         <C>         <C>
    CHANGE IN PROJECTED BENEFIT OBLIGATION (PBO):
    PBO, beginning of year: .........................  $   93.5    $   77.3    $   18.0    $   15.6
      Service cost ..................................       6.3         5.3          .8          .6
      Interest cost .................................       6.7         6.2         1.5         1.3
      Change in assumptions .........................     (26.5)       17.3        (3.8)        1.1
      Actuarial loss ................................        .8        11.8         3.1          --
      Benefits and expenses paid ....................      (1.6)      (24.4)        (.8)        (.6)
                                                       --------    --------    --------    --------
    PBO, end of year ................................  $   79.2    $   93.5    $   18.8    $   18.0
                                                       ========    ========    ========    ========
    CHANGE IN PLAN ASSETS:
    Plan assets, beginning of year ..................  $   60.4    $   58.6    $     --    $     --
      Employer contributions ........................      19.0        16.8          --          --
      Return on plan assets .........................      11.0         9.4          --          --
      Benefits and expenses paid ....................      (1.5)      (24.4)         --          --
                                                       --------    --------    --------    --------
    Plan assets, end of year ........................      88.9        60.4          --          --
                                                       --------    --------    --------    --------
    Plan assets in excess of (lower than) PBO .......  $    9.7   $   (33.1)  $   (18.8)  $   (18.0)
                                                       ========   =========   =========   =========
</TABLE>

     At December 31, 1999 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. For financial reporting purposes, the prepaid benefit cost
at December 31, 1999 and 1998, has been classified as a non-admitted asset. The
prepaid (accrued) benefit cost is as follows:

<TABLE>
<CAPTION>
                                                                                    DECEMBER 31,
                                                                  -------------------------------------------------
                                                                     PENSION BENEFITS          OTHER BENEFITS
                                                                  ----------------------- -------------------------
                                                                     1999        1998         1999         1998
                                                                  ---------- ------------ ------------ ------------
                                                                                    (IN MILLIONS)
<S>                                                               <C>        <C>          <C>          <C>
    Plan assets in excess of (lower than) PBO ...................  $   9.7    $   (33.1)   $   (18.8)   $   (18.0)
    Remaining unrecognized initial net asset ....................      (.3)         (.5)          --           --
    Unrecognized prior service cost .............................      3.9          4.6           --           --
    Unrecognized net loss from past experience different from
     that assumed ...............................................      8.1         40.1          3.8          5.6
                                                                   -------    ---------    ---------    ---------
    PREPAID (ACCRUED) BENEFIT COST, END OF YEAR .................  $  21.4    $    11.1    $   (15.0)   $   (12.4)
                                                                   =======    =========    =========    =========
</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 $72.9 million and $52.3 million at December 31,
1999 and 1998, respectively. The actuarial present value of accumulated benefits
for the qualified pension plan were $37.5 million and $32.6 million at December
31, 1999 and 1998, respectively. During 1999 and 1998, the Company made
contributions to the qualified plan of $11.5 million and $13.3 million,
respectively.


                                      -62-
<PAGE>

                   MUTUAL OF AMERICA LIFE INSURANCE COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  -- (CONTINUED)

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

     The assumptions used in determining the aggregate projected benefit
obligation for pension and other benefit plans were as follows:


<TABLE>
<CAPTION>
                                                            WEIGHTED AVERAGE
                                                       ASSUMPTIONS AT DECEMBER 31
                                             ----------------------------------------------
                                                PENSION BENEFITS         OTHER BENEFITS
                                             ----------------------  ----------------------
                                                1999        1998        1999        1998
                                             ----------  ----------  ----------  ----------
<S>                                          <C>         <C>         <C>         <C>
    Discount rate ..........................     8.20%       6.80%       8.20%       6.80%
    Expected return on plan assets .........    11.30%      11.30%       8.75%      11.30%
    Rate of compensation increase ..........     4.00%       4.00%       4.00%       4.00%
</TABLE>

     The health care cost trend rate assumption has an 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, 1999 by $2.6 million and the
aggregate of the service and interest cost components of the net periodic
benefit cost for 1999 by $.4 million.


     SAVINGS AND OTHER INCENTIVE PLANS

     All employees may participate in a Company sponsored savings plan under
which the Company matches a portion of the employee's contributions up to 6% of
salary. The Company contributed $1.8 million and $1.7 million in 1999 and 1998,
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 1999 and 1998 related to
this plan was $5.0 million and $3.2 million respectively.


7. COMMITMENTS AND CONTINGENCIES

     Rental expenses were $18.4 million and $17.3 million in 1999 and 1998,
respectively. The approximate minimum rental commitments under noncancelable
operating leases are as follows: $3.3 million in 2000, $3.0 million in 2001,
$2.8 million in 2002, $2.2 million in 2003, $1.6 million in 2004, and $1.5
million thereafter. 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 that 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.


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") through
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 income tax returns on a separate company basis. Mutual of America's
non-insurance subsidiaries file a consolidated income tax return. The Federal
income tax benefit for 1999 amounted to $.5 million as compared to a benefit of
$1.2 million in 1998. The 1999 and 1998 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 provision (benefit) reflected in the
accompanying consolidated statements of operations and the expected amounts
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. At December 31, 1999 Mutual
of America had a net operating loss carry forward of approximately $59.2 million
that expires in 2018.


                                      -63-
<PAGE>

                   MUTUAL OF AMERICA LIFE INSURANCE COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  -- (CONTINUED)

9. FAIR VALUE OF FINANCIAL INSTRUMENTS

     The estimated fair values of financial instruments have been determined by
using available market information and the valuation methodologies described
below. Considerable judgment is often required in interpreting market data to
develop estimates of fair value. Accordingly, the estimates presented herein may
not necessarily be indicative of amounts that could be realized in a current
market exchange. The use of different assumptions or valuation methodologies may
have a material effect on the estimated fair value amounts.

     Amounts related to the Company's financial instruments were are follows:


<TABLE>
<CAPTION>
                                                     DECEMBER 31, 1999
                                               -----------------------------
                                                  STATEMENT      ESTIMATED
                                                    VALUE       FAIR VALUE
                                               -------------- --------------
                                                       (IN MILLIONS)
<S>                                            <C>            <C>
     ASSETS
     Bonds and notes .........................  $   4,698.5    $   4,496.5
     Common stock ............................        412.8          412.8
     Preferred stock .........................         40.5           40.5
     Cash and short term investments .........         81.6           81.6
     Guaranteed funds transferable ...........        137.3          134.6
     Mortgage loans ..........................         18.5           18.1
     Policy loans ............................        103.5          103.5
     LIABILITIES
     Insurance and annuity reserves ..........  $   4,861.7    $   4,711.3
</TABLE>


<TABLE>
<CAPTION>
                                                     DECEMBER 31, 1998
                                               -----------------------------
                                                  STATEMENT      ESTIMATED
                                                    VALUE       FAIR VALUE
                                               -------------- --------------
                                                       (IN MILLIONS)
<S>                                            <C>            <C>
     ASSETS
     Bonds and notes .........................  $   4,874.2    $   4,914.4
     Common stock ............................        339.5          339.5
     Preferred stock .........................         55.8           55.8
     Cash and short term investments .........         98.7           98.7
     Guaranteed funds transferable ...........        115.9          120.9
     Mortgage loans ..........................         19.3           19.6
     Policy loans ............................        100.6          100.6
     LIABILITIES
     Insurance and annuity reserves ..........  $   4,925.4    $   5,094.7
     Note payable ............................        137.0          137.0
</TABLE>

     FIXED MATURITIES AND EQUITY SECURITIES -- Fair value for fixed maturities
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. Market value for equity securities is determined by
reference to valuations quoted by the NAIC.

     CASH AND SHORT TERM INVESTMENTS -- The carrying value for cash and
short-term investments approximates fair values due to the short-term maturities
of these instruments.

     MORTGAGE LOANS -- Fair value for mortgage loans 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.

     POLICY LOANS -- The majority of policy loans are issued with variable
interest rates which are periodically adjusted based on changes in rates
credited to the underlying policies and therefore are considered to be stated at
fair value.

     INSURANCE AND ANNUITY RESERVES -- Contractual funds not yet used to
purchase retirement annuities and other deposit liabilities are stated at their
cash surrender value. General account policies are issued with variable interest
rates that are periodically adjusted based on changes in underlying economic
conditions.


                                      -64-
<PAGE>

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

9. FAIR VALUE OF FINANCIAL INSTRUMENTS -- (Continued)

     The fair value of annuity contracts (approximately $1.3 billion and $1.6
billion at December 31, 1999 and 1998, 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 7.83% and 5.38% were used at December 31, 1999 and
1998, respectively.

     NOTE PAYABLE -- The fair value of long-term debt was determined by
discounting expected future cash flows using current interest rates for
instruments with similar terms and maturities.


10. 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.

     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.


                                      -65-
<PAGE>

                   MUTUAL OF AMERICA LIFE INSURANCE COMPANY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  -- (CONTINUED)

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

     The tables that follow provide a reconciliation of the 1999 and 1998
statutory financial results reflected in the accompanying financial statements
to a GAAP basis:



<TABLE>
<CAPTION>
RECONCILIATION OF STATUTORY TO GAAP SURPLUS                          1999         1998
- ---------------------------------------------------------------- ------------ ------------
                                                                       (IN MILLIONS)
<S>                                                              <C>          <C>
     STATUTORY SURPLUS ......................................... $    680.8   $    594.9
      Market value adjustment related to AFS bonds and notes ...     (204.4)       170.9
      Realized capital gains ...................................      111.3        136.0
      AVR ......................................................      117.7        118.5
      Deferred policy acquisition costs ........................       49.8         39.7
      Policy reserve adjustments ...............................      (23.4)       (21.9)
      Non-admitted assets ......................................       29.6         16.2
      Federal income taxes .....................................      303.9        163.1
      Other ....................................................         .4          1.7
                                                                 ----------   ----------
     GAAP SURPLUS .............................................. $  1,065.7   $  1,219.1
                                                                 ==========   ==========
</TABLE>


<TABLE>
<CAPTION>
RECONCILIATION OF STATUTORY TO GAAP NET INCOME       1999        1998
- ------------------------------------------------ ----------- -----------
<S>                                              <C>         <C>
      STATUTORY NET INCOME .....................  $   95.6    $   71.8
       Investment income adjustments ...........      (9.8)      (52.8)
       Realized capital gains (losses) .........     (14.9)       25.3
       Policy reserve adjustments ..............      (1.6)       (3.5)
       Deferred acquisition costs ..............       3.2         6.0
       Deferred income taxes ...................      13.9       237.1
       Other ...................................      (3.1)       (1.5)
                                                  --------    --------
      GAAP NET INCOME ..........................  $   83.3    $  282.4
                                                  ========    ========
</TABLE>


<TABLE>
<CAPTION>
RECONCILIATION OF GAAP TO STATUTORY PREMIUMS            1999        1998
- --------------------------------------------------- ----------- -----------
<S>                                                 <C>         <C>
      GAAP PREMIUM INCOME .........................  $   61.0    $   61.1
       Premiums from investment contracts .........     864.8       790.4
                                                     --------    --------
      STATUTORY PREMIUM INCOME ....................  $  925.8    $  851.5
                                                     ========    ========
</TABLE>

                                      -66-


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