AMERICAN FIDELITY VARIABLE ANNUITY FUND A, 485APOS, 1998-11-25

AMERICAN FIDELITY VARIABLE ANNUITY FUND A
485APOS, 1998-11-25

Previous: AMERICAN ELECTRIC POWER COMPANY INC, 35-CERT, 1998-11-25

Next: AMERICAN STANDARD INC, S-3, 1998-11-25

As filed with the Securities and Exchange Commission on November
24, 1998
Registration Nos. 2-30771
811-01764
=================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] Pre-Effective Amendment No.
[x] Post-Effective Amendment No. 43*

REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940

[x] Amendment No. 43*

American Fidelity Separate Account A
(Formerly American Fidelity Variable Annuity Fund A)
(Exact Name of Registrant)

American Fidelity Assurance Company
(Name of Depositor)

2000 N. Classen Boulevard, Oklahoma City, Oklahoma 73106
(Address of Depositor's Principal Executive Offices) (Zip Code)

Depositor's Telephone Number, Including Area Code (405) 523-2000

Stephen P. Garrett Copies to:
Senior Vice President
Law and Government Affairs Connie S. Stamets, Esq.
American Fidelity Assurance Company McAfee & Taft
2000 N. Classen Boulevard A Professional Corporation
Oklahoma City, Oklahoma 73106 211 N. Robinson, 10th Floor
(Name and Address of Agent for Service) Oklahoma City, Oklahoma
73102

Approximate Date of Proposed Public Offering: As soon as
practicable after effectiveness of the Registration Statement

It is proposed that this filing will become effective (check
appropriate box)
[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[ ] on (date) pursuant to paragraph (b) of Rule 485
[x] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[ ] on (date) pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date
for a previously filed post-effective amendment.

Title of Securities Being Registered: Group variable annuity
contracts

*Amendment on Form N-4 to Registration Statement on Form N-3 in
connection with change in registration from management investment
company to a unit investment trust.
=================================================================

AMERICAN FIDELITY VARIABLE ANNUITY FUND A
<TABLE>
Cross Reference Sheet
Pursuant to Rule 495
<CAPTION>
Item
No. Item Location in Prospectus
- - - - ----- ---- ----------------------
PART A
<S> <C> <C>
1 Cover Page. . . . . . . . . . . . . . . Cover Page
2 Definitions . . . . . . . . . . . . . . Glossary of Terms
3 Synopsis . . . . . . . . . . . . . . . Summary
4 Condensed Financial Information . . . . Condensed Financial Information
5 General Description of Registrant,
Depositor, and
Portfolio Companies . . . . . . . . . American Fidelity,
Separate
Account A and Dual Strategy Fund
6 Deductions and Expenses . . . . . . . . Expenses
7 General Description of Variable Annuity
Contracts . . . . . . . . . . . . . . The Contract
8 Annuity Period . . . . . . . . . . . . Annuity Provisions
9 Death Benefit . . . . . . . . . . . . . Death Benefit
10 Purchases and Contract Value . . . . . Purchasing Accumulation Units
11 Redemptions . . . . . . . . . . . . . . Withdrawals
12 Taxes . . . . . . . . . . . . . . . . . Federal Tax Matters
13 Legal Proceedings . . . . . . . . . . . Legal Proceedings
14 Table of Contents of the Statement of
Additional Information . . . . . . . . Table of Contents of
Statement of
Additional Information

PART B

15 Cover page. . . . . . . . . . . . . . . Cover Page
16 Table of Contents . . . . . . . . . . . Table of Contents
17 General Information and History . . . . General Information and
History
18 Services. . . . . . . . . . . . . . . . Not Applicable
19 Purchase of Securities Being Offered . Not Applicable
20 Underwriters. . . . . . . . . . . . . . Underwriter
21 Calculation of Performance Data . . . . Performance Information
22 Annuity Payments. . . . . . . . . . . . Annuity Payments
23 Financial Statements. . . . . . . . . . Financial Statements

PART C

Information required to be included in Part C is set forth
under the appropriate item as numbered in Part C of this
Registration Statement.
</TABLE>
<PAGE>
Prospectus

Group Variable Annuity Contracts

AMERICAN FIDELITY SEPARATE ACCOUNT A

American Fidelity Separate Account A ("Separate Account A") is
offering group variable annuity contracts ("Contracts") issued by
American Fidelity Assurance Company (we or "American Fidelity") to
employers and self-employed individuals for use in qualified
retirement plans.

The assets of Separate Account A will be invested solely in
American Fidelity Dual Strategy Fund ("Dual Strategy Fund"). Dual
Strategy Fund has as its primary investment objective long-term
growth of capital which it endeavors to achieve through a
diversified investment portfolio consisting primarily of common
stock. A secondary investment objective of Dual Strategy Fund is
the production of income. Any income and realized capital gains
will be reinvested in shares of Dual Strategy Fund. The value of
a Contract will vary with the investment performance of Dual
Strategy Fund. There is no assurance that the investment
objectives of Dual Strategy Fund will be met. The Participants in
each Contract bear the entire investment risk for amounts invested
under the Contracts.

This Prospectus sets forth information about the Contracts and
Separate Account A that a prospective investor ought to know before
investing. To learn more about the Contracts and Separate Account
A, you may obtain a copy of the Statement of Additional Information
("SAI") dated ________, 1998. The SAI has been filed with the
Securities and Exchange Commission ("SEC") and is incorporated by
reference into this Prospectus. The SEC maintains a Web site
(http://www.sec.gov) that contains the SAI, material incorporated
by reference and other material regarding companies that file
electronically with the SEC. The table of contents of the SAI
appears on the last page of this Prospectus. For a free copy of
the SAI, call (800) 654-8489 or write to us at P.O. Box 25523,
Oklahoma City, Oklahoma 73125-0523.

INVESTMENT IN A VARIABLE ANNUITY CONTRACT IS SUBJECT TO RISKS,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.
INTERESTS IN THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED BY, ANY FINANCIAL INSTITUTION AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR
ANY OTHER AGENCY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
________________

THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR
FUTURE REFERENCE

_______________, 1998
<PAGE>
TABLE OF CONTENTS

Page

Glossary of Terms
Summary
Fee Table
Condensed Financial Information
Performance
American Fidelity, Separate Account A and Dual Strategy Fund
American Fidelity
Separate Account A
Dual Strategy Fund
Voting Rights
Substitution
The Contract
Annuity Provisions
Annuity Date
Selection of an Annuity Option
Annuity Payments
Annuity Options
Purchasing Accumulation Units
Premium Deposits
Accumulation Units
Expenses
Sales Charge
Insurance Charges
Premium Taxes
Income Taxes
Dual Strategy Fund Expenses
Withdrawals
Death Benefit
Federal Tax Matters
General
Taxes Payable by Participants and Annuitants
Section 403(b) Annuities for Employees of Certain Tax-Exempt
Organizations or Public Educational Instituions
Sections 401(a) and 403(a) Qualified Pension, Profit-Sharing
or Annuity Plans
Individual Retirement Annuities (IRAs)
Diversification
Other Information
Distribution
Legal Proceedings
Financial Statements
Table of Contents of Statement of Additional Information
<PAGE>
GLOSSARY OF TERMS

Some of the terms used in this Prospectus are technical. To
help you understand these terms, we have defined them below and
have capitalized them throughout the Prospectus.

Accumulation Period: The period of time between becoming a
Participant and the commencement of Annuity Payments.

Accumulation Unit: A standard of measurement used to measure
the value of each Participant Account.

Annuitant: The Participant on whose life Annuity Payments
will be based and who will receive annuity payments pursuant to a
Contract.

Annuity: A series of installment payments for the life of the
Annuitant, or for the joint lifetime of the Annuitant and another
person and thereafter during the lifetime of their survivor, with
either a minimum number of payments or a specific sum.

Annuity Date: The date Annuity Payments begin.

Annuity Options: The four alternative methods to receive
Annuity Payments available under the Contract.

Annuity Payments: Payments made after retirement to
Annuitants pursuant to the Contract.

Annuity Period: The period of time between commencement of
Annuity Payments and the payment of the last Annuity Payment due
under the Contract.

Annuity Unit: A measure used to calculate the amount of
Annuity Payments.

Contract: The master group contract between American Fidelity
and a Contract Owner.

Contract Owner: The entity to which a Contract is issued,
which is normally the employer of Participants or an organization
representing such employer.

Participant: A person having an interest in a Contract
through Premium Deposits, but who has not begun to receive Annuity
Payments.

Participant Account: The account we maintain for each
Participant reflecting the Accumulation Units credited to the
Participant.

Premium Deposit: Money invested by or on behalf of
Participants in a Contract.
<PAGE>
SUMMARY

The following information is a summary of some of the more
important features of your Contract. More detailed information is
contained in the corresponding sections of this Prospectus.

The Contract. The Contract is a group deferred variable
annuity policy issued by American Fidelity. It is a contract
between the Contract Owner and American Fidelity, which is an
insurance company. The Contract provides a means for investing on
a tax deferred basis in Dual Strategy Fund. The Contract is
designed for people seeking long-term tax deferred accumulation of
assets, generally for retirement or other long-term purposes. The
tax deferred feature is most attractive to people in high federal
and state tax brackets. You should not become a Participant if you
are looking for a short-term investment or if you cannot accept the
risk of getting back less money than you put in.

Like all deferred annuities, the Contract has two phases: the
Accumulation Period and the Annuity Period. During the
Accumulation Period, you invest money in your annuity on a pre-tax
basis (subject to limitations explained under "Federal Tax
Matters"), and your earnings accumulate on a tax deferred basis.
Your earnings are based on the investment performance of Dual
Strategy Fund. You can withdraw money from your Participant
Account during the Accumulation Period; federal income tax and
penalties may apply if you make withdrawals before age 59-1/2. The
Annuity Period occurs when you begin receiving regular payments
from your Participant Account. Among other factors, the amount of
the payments you may receive during the Annuity Period will depend
upon the amount of money you are able to accumulate in your
Participant Account during the Accumulation Period.

Dual Strategy Fund. Premium Deposits are used to purchase, at
net asset value, shares of Dual Strategy Fund. Dual Strategy Fund
has investment objectives and policies that are described in the
accompanying prospectus for Dual Strategy Fund. You can make or
lose money on your investment, depending upon market conditions.

Annuity Provisions. You may receive monthly Annuity Payments
from your Contract under an Annuity Option.

Purchasing Accumulation Units. You may make Premium Deposits
at any time during the Accumulation Period to increase the number
of Accumulation Units in your Participant Account. The minimum
initial Premium Deposit is $20 and the minimum Premium Deposit
thereafter is $10. You must complete an application and make your
first Premium Deposit to become a Participant. Accumulation Units
are valued each business day based on the investment performance of
Dual Strategy Fund after deduction of the mortality and expense
risk charge.

Expenses. There is a one-time fee of $15 deducted from the
initial Premium Deposit of each Participant, and $.50 is deducted
from each Premium Deposit. In addition, American Fidelity deducts
sales, administrative expense and minimum death benefit expense
charges from each Premium Deposit at the time of payment. These
charges, as a percentage of Premium Deposits, are as follows: 3%
sales charge, .25% administrative expense, and .75% minimum death
benefit expense. The annual mortality and expense risk charge
deducted from the average daily value of your Participant Account
every year is .96025%.

Some states require the payment of premium taxes on Premium
Deposits or Annuity Payments. Presently, premium taxes range from
0 to 4.0%.

Because Separate Account A purchases shares of Dual Strategy
Fund, the net assets of Separate Account A will reflect the
investment advisory fee and portfolio expenses incurred by Dual
Strategy Fund. Dual Strategy Fund pays its investment adviser,
American Fidelity, an annual management and investment advisory fee
of .50% of the value of the average daily net assets of Dual
Strategy Fund.

Withdrawals. You may make a withdrawal at any time during the
Accumulation Period. There are no fees charged upon withdrawals.
Under federal tax laws, there are limits to the amount you can
withdraw, and you may also have to pay income tax and a tax penalty
on any money you take out. If a withdrawal causes a Participant
Account to have a remaining value of less than $1,000, we may
redeem all your Accumulation Units and cancel your Participant
Account. After a complete withdrawal, you may not establish a new
Participant Account without our consent.

Although the Contract has no "free-look" provision, you do
have the right to withdraw all or part of the value of your
Participant Account at any time without paying a withdrawal fee.

Death Benefit. If you die during the Accumulation Period, the
person you have selected as your beneficiary will receive a death
benefit. In most cases, when you die, your beneficiary will
receive the death benefit without going through probate.

Federal Tax Matters. Generally, the Premium Deposits you make
are excludable from your gross income, and earnings are not taxed
until you make withdrawals. In most cases, if you take money out,
earnings come out first and are taxed as income. If you are
younger than 59-1/2 when you take money out, you may be charged a
federal tax penalty on the taxable amounts withdrawn, which in most
cases is 10% on the taxable amounts. All payments during the
Annuity Period are taxable.

Inquiries. If you have any questions about your Contract or
need more information, please contact us at:

American Fidelity Assurance Company
Annuity Services Department
P. O. Box 25523
Oklahoma City, OK 73125-0523
(800) 654-8489
<PAGE>
FEE TABLE

Contract Owner Transaction Expenses (as a percentage of purchase
payments)
Sales Charges . . . . . . . . . . . . . . . . . . . . . . . . . .3.00%
Administrative Expense . . . . . . . . . . . . . . . . . . . . . .0.25%
Minimum Death Benefit Expense . . . . . . . . . . . . . . . . . .0.75%
Deferred Sales Load . . . . . . . . . . . . . . . . . . . . . . .None
Surrender Fees . . . . . . . . . . . . . . . . . . . . . . . . . .None
Exchange Fee . . . . . . . . . . . . . . . . . . . . . . . . . . .None

Per Payment Charge . . . . . . . . . . . . . . . . . . . . . . . . .$ 0.50
One-time Contract Certificate Fee . . . . . . . . . . . . . . . . .$15.00

Separate Account A Annual Expenses (as a percentage of average
account value)
Mortality and Expense Risk Fees. . . . . . . . . . . . . . . . . .96025%

Dual Strategy Fund Annual Expenses (as a percentage of its average
net assets)
Management Fee . . . . . . . . . . . . . . . . . . . . . . . . . .50000%

The purpose of the fee table is to show you the various costs
and expenses that you will bear directly or indirectly. The table
reflects the expenses of both Separate Account A and Dual Strategy
Fund. For a more complete explanation of each of the expense
components, see "Expenses" in this Prospectus as well as the
description of expenses of Dual Strategy Fund in the accompanying
prospectus. Premium taxes are not shown in the fee table, but may
be charged by some states on purchase payments or amounts
annuitized.

Example

If you surrender your Contract or if you annuitize at the end
of the applicable time period, you would pay the following expenses
on a $1,000 investment, assuming a 5% annual return on assets:

1 year 3 years 5 years 10 years
------ ------- ------- --------
$69 $99 $131 $221

This example should not be considered a representation of past
or future expenses. Actual expenses may be greater or less than
those shown above. Similarly, the 5% annual rate of return assumed
in the example is not an estimate or guarantee of future
performance. Under federal income tax laws, a penalty tax may be
assessed upon withdrawal of amounts accumulated under a Contract
prior to commencement of Annuity Payments.

CONDENSED FINANCIAL INFORMATION

The following table shows Accumulation Unit values and the
number of Accumulation Units outstanding as of the dates indicated.
The information is derived from the financial statements of
Separate Account A's predecessor, American Fidelity Variable
Annuity Fund A. Accumulation Unit values have been adjusted to
reflect what they would have been if Separate Account A had
operated as a unit investment trust investing in Dual Strategy Fund
for all the periods shown, with the operation of Dual Strategy Fund
having been as currently reported in the accompanying prospectus of
Dual Strategy Fund and in its statement of additional information.

<TABLE>
<CAPTION>
1997 1996 1995 1994 1993 1992 1991 1990 1989 1988
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Accumulation Unit value:
Beginning of year $15.148 $12.051 $ 8.995 $9.617 $9.035 $8.808 $6.890 $6.492 $5.101 $4.601
End of year $19.238 $15.148 $12.051 $8.995 $9.617 $9.035 $8.808 $6.890 $6.492 $5.101

Number of Accumulation
Units outstanding at
end of year (in
000's) 7,044 6,443 5,997 5,616 5,114 4,644 4,268 4,041 3,806 3,840
</TABLE>

The Accumulation Unit values at the beginning of 1998 and at June
30, 1998 were $19.238 and $22.442, respectively, with 7,393,375
Accumulation Units outstanding at the end of the period.

PERFORMANCE

Separate Account A may from time to time advertise performance
in sales literature, advertisements and reports to Contract Owners.
Performance will be calculated on the basis of total return and
average annual total return for various time periods, with all
sales charges and other expenses deducted from investment results.
Performance calculations do not reflect the deduction of any
premium taxes. Any past performance results are not an indication
of future results. Further information regarding Separate Account
A's performance is contained in the SAI.

AMERICAN FIDELITY, SEPARATE ACCOUNT A AND DUAL STRATEGY FUND

American Fidelity

American Fidelity Assurance Company is an Oklahoma stock life
insurance company incorporated under the laws of the State of
Oklahoma in 1960. Its principal executive offices are located at
2000 N. Classen Boulevard, Oklahoma City, Oklahoma 73106, telephone
number (405) 523-2000. American Fidelity is licensed to conduct
life, annuity and accident and health insurance business in 49
states and the District of Columbia.

American Fidelity has been a wholly owned subsidiary of
American Fidelity Corporation since 1974. The stock of American
Fidelity Corporation is controlled by a family investment
partnership, Cameron Enterprises, A Limited Partnership, whose
managing general partners are William M. Cameron, William E.
Durrett, Edward C. Joullian, III, John W. Rex and Theodore M. Elam.
The address of both American Fidelity Corporation and Cameron
Enterprises, A Limited Partnership is 2000 N. Classen Boulevard,
Oklahoma City, Oklahoma 73106. American Fidelity served as the
investment adviser to Separate Account A's predecessor, American
Fidelity Variable Annuity Fund A, and is presently the investment
adviser to Dual Strategy Fund.

Like other financial and business organizations and
individuals around the world, Separate Account A and Dual Strategy
Fund could be adversely affected if the computer systems used by
American Fidelity and its service providers do not properly process
and calculate date-related information and data from and after
January 1, 2000. This is commonly known as the "Year 2000
Problem." We have had a formal project team (including 22
information systems professionals) working to correct the problem
since 1996. In the briefest terms, the correction is to change all
date-related fields in our computer systems to four digits instead
of two digits. At the same time, all relationships with systems
outside American Fidelity must be checked for the same change and
all must be tested to determine that relationships continue to be
compatible. Those systems tested on December 31, 1997 and went
through year-end processing without incident. The final test of
all systems will be run on December 31, 1998. Even though
management of American Fidelity is expending considerable resources
in a concerted effort to meet this technology-related threat, there
is no guarantee that there will be no adverse impact on Separate
Account A or Dual Strategy Fund of some sort as January 1, 2000
passes.

Separate Account A

American Fidelity's Board of Directors adopted a resolution on
May 7, 1968 to establish Separate Account A as a separate account
under Oklahoma insurance law. Separate Account A operated under
the name American Fidelity Variable Annuity Fund A and was
organized as an open-end diversified management investment company
with its own portfolio of securities. On January __, 1999,
Separate Account A was reorganized to its present form as a unit
investment trust. As part of the reorganization, the assets of the
managed account were transferred intact to Dual Strategy Fund in
exchange for shares of Dual Strategy Fund. Separate Account A is
registered with the SEC as a unit investment trust under the
Investment Company Act of 1940. Separate Account A has no sub-accounts.

The assets of Separate Account A are held in American
Fidelity's name on behalf of Separate Account A and legally belong
to American Fidelity. Under Oklahoma law, however, those assets
may not be charged with liabilities arising out of other business
activities of American Fidelity. All income, gains and losses,
realized or unrealized, are credited to or charged against Separate
Account A Contracts without regard to income, gains and losses of
American Fidelity. American Fidelity is obligated to pay all
benefits and make all payments under the Contracts.

Dual Strategy Fund

Separate Account A invests exclusively in American Fidelity
Dual Strategy Fund. As part of the reorganization of Separate
Account A into a unit investment trust, effective January ___,
1999, its securities portfolio was transferred to Dual Strategy
Fund, which is a newly established open-end diversified management
investment company.

Pursuant to a management and investment advisory agreement and
subject to the authority of Dual Strategy Fund's Board of
Directors, American Fidelity serves as Dual Strategy Fund's
investment adviser and conducts the business and affairs of Dual
Strategy Fund. American Fidelity has engaged Lawrence W. Kelly &
Associates, Inc. and Todd Investment Advisors, Inc. as sub-advisers
to provide day-to-day portfolio management for Dual Strategy Fund.

Dual Strategy Fund offers its shares to Separate Account A as
a funding vehicle for the Contracts. Dual Strategy Fund does not
offer its shares directly to the general public. In the future,
Dual Strategy Fund shares may be offered to other separate accounts
supporting other variable annuity contracts.

Dual Strategy Fund's investment objectives are, first, long-
term growth of capital and, second, the production of income. Dual
Strategy Fund invests in a diversified portfolio consisting
primarily of common stock. Meeting investment objectives depends
on various factors, including how well the portfolio managers
anticipate changing economic and market conditions. There is no
assurance that Dual Strategy Fund will achieve its objectives.

Additional information concerning Dual Strategy Fund can be
found in the current prospectus for Dual Strategy Fund which
accompanies this Prospectus. You should read Dual Strategy Fund's
prospectus carefully before investing.

Voting Rights

American Fidelity is the legal owner of the Dual Strategy Fund
shares allocated to Separate Account A. However, we believe that
when Dual Strategy Fund solicits proxies in conjunction with a
shareholder vote, we are required to obtain from Contract Owners
(based on instructions they receive from their respective
Participants and Annuitants) instructions as to how to vote those
shares. When we receive the instructions, we will vote all of the
shares we own for the benefit of Separate Account A in proportion
to those instructions. Should we determine that we are no longer
required to comply with the above, we will vote the shares in our
own right.

Substitution

We cannot guarantee that Dual Strategy Fund will always be
available for our variable annuity products. If it should not be
available, we will try to replace it with a comparable fund. A
substitution of shares attributable to the Contracts will not be
made without prior notice to Contract Owners, Participants and
Annuitants and the prior approval of the SEC in conformity with the
Investment Company Act of 1940.

THE CONTRACT

A group annuity is a contract between the Contract Owner, on
behalf of its Participants, and an insurance company (in this case
American Fidelity), where the insurance company promises to pay you
(or someone else you choose) an income in the form of Annuity
Payments beginning on a date chosen by you. Until you decide to
begin receiving Annuity Payments, your annuity is in the
Accumulation Period. Once you begin receiving Annuity Payments,
your annuity is in the Annuity Period. If you or the Annuitant
dies during the Accumulation Period, American Fidelity will pay a
death benefit to your beneficiary.

The Contract benefits from tax deferral. Tax deferral means
that you are not taxed on earnings or appreciation on the assets in
your Contract until you take money out of your Contract.

The Contract is called a variable annuity because, depending
upon market conditions, you can make or lose money invested in Dual
Strategy Fund. The amount of money you are able to accumulate in
your Participant Account during the Accumulation Period and the
Annuity Payments you will be entitled to receive depend in large
part upon the investment performance of Dual Strategy Fund.

The beneficiary is the person(s) or entity you name to receive
any death benefit. The beneficiary is named at the time you become
a Participant in the Contract unless changed at a later date. If
the beneficiary and the Participant or Annuitant, as applicable,
die at the same time, we will assume that the beneficiary died
first for purposes of payment of the death benefit. You can name
any beneficiary to be an irrevocable beneficiary. The interest of
an irrevocable beneficiary cannot be changed without his or her
consent.

You can change the beneficiary at any time during the
Annuitant's life. To do so, you need to send a request to our home
office. The request must be on a form we accept. The change will
go into effect when signed, subject to any payments we make or
actions we take before we record the change. A change cancels all
prior beneficiaries, except a change will not cancel any
irrevocable beneficiary without his or her consent. The interest
of the beneficiary will be subject to any Annuity Option in effect
at the Annuitant's death.

American Fidelity may change the Contract at any time if
required by state or federal laws. After a Contract has been in
force for three years, we may change any term of the Contract
except that benefits already earned by Participants cannot be
decreased and guaranteed monthly life incomes cannot be decreased.
We will notify Contract Owners of any change at least 90 days
before a change will take effect.

ANNUITY PROVISIONS

Annuity Date

You may receive regular monthly income payments (Annuity
Payments) under your Contract. You may choose the month and year
in which those payments begin. We call that date the Annuity Date.
You may select an Annuity Date at any time during the Accumulation
Period. You must notify us of this date at least 30 days prior to
the date you want your Annuity Payments to begin. Prior to the
Annuity Date, you may change the Annuity Date by written request.
Any change must be requested at least 30 days prior to the new
Annuity Date. Your Annuity Date must be the first day of a
calendar month. The Annuity Date may not be later than the
earliest to occur of the distribution date required by federal law,
the Contract Owner's tax-qualified plan or, if applicable, state
law.

Selection of an Annuity Option

If the value of your Participant Account is at least $1,000,
you may choose among income plans. We call those Annuity Options.
If your Account is less than $1,000, we reserve the right to pay
you the amount of your Participant Account in one lump sum. An
election to receive Annuity Payments under an Annuity Option must
be made at least 30 days prior to the Annuity Date. If no option
is selected, Option 2 with 120 monthly payments guaranteed will
automatically be applied. Once an Annuity Option has been
selected, you may not change to another Annuity Option. Prior to
the Annuity Date, you may change the Annuity Option selected by
written request. Any change must be requested at least 30 days
prior to the Annuity Date. If an option is based on life
expectancy, we will require proof of the payee's date of birth.

Annuity Payments

Annuity Payments are paid in monthly installments, although we
have the right to change the frequency of payments. Should Annuity
Payments become less than $20, we may change the payment interval
to result in payments of at least $20. Annuity Payments may be
made on a variable basis (which means they will be based on the
investment performance of Dual Strategy Fund) and/or on a fixed
basis (which means Annuity Payments are fixed as of the Annuity
Date applying an annual rate of interest of 4%). Depending on your
election, the value of your Participant Account (adjusted for any
taxes) will be applied to provide the Annuity Payment. If you
choose to have any portion of your Annuity Payments based on a
variable Annuity Option, the dollar amount of your payment will
depend upon three things: (1) the value of your Participant Account
on the Annuity Date, (2) the assumed investment rate used in the
annuity table for the Contract, and (3) the performance of Dual
Strategy Fund. The assumed investment rate will be 4.5%. If the
actual performance exceeds the 4.5% assumed rate, your Annuity
Payments will increase. Similarly, if the actual rate is less than
4.5%, your Annuity Payments will decrease. The amount of the first
Annuity Payment will depend on the Annuity Option elected and the
age of the Annuitant at the time the first payment is due.

Annuity Options

You may choose one of the following Annuity Options. After
Annuity Payments begin, you cannot change the Annuity Option.

OPTION 1. Life Variable Annuity: We will make monthly payments
during the life of the Annuitant. If this option is elected,
payments will stop when the Annuitant dies.

OPTION 2. Life Variable Annuity with Payments Certain: We will
make monthly payments for the guaranteed period selected during the
life of the Annuitant. When the Annuitant dies, any amounts
remaining under the guaranteed period selected will be distributed
to the beneficiary at least as rapidly as they were being paid as
of the date of the Annuitant's death. If the beneficiary dies
before the end of the guaranteed period, the present value of the
remaining payments will be paid to the estate of the beneficiary
based on an annual compound interest rate of 3-1/2%. The guaranteed
period may be 10 years, 15 years or 20 years.

OPTION 3. Unit Refund Life Variable Annuity: We will make monthly
payments during the lifetime of the Annuitant. Upon the
Annuitant's death, we will make an additional payment equal to the
value at the date of death of the number of Variable Annuity Units
equal to the excess, if any, of (a) the total amount applied under
this option divided by the Variable Annuity Unit value on the
Annuity Date over (b) the Variable Annuity Units represented by
each Annuity Payment multiplied by the number of Annuity Payments
paid prior to death.

OPTION 4. Joint and Survivor Annuity: We will make monthly
payments during the joint lifetime of the Annuitant and a joint
Annuitant. Payments will continue during the lifetime of the
surviving Annuitant based on 66 % of the Annuity Payment in effect
during the joint lifetime. If the joint Annuitant is not the
Annuitant's spouse, this Annuity Option may not be selected if, as
of the Annuity Date, the present value of the Annuity Payments
which would be payable to the joint Annuitant exceeds 49% of the
present value of all payments payable to the Annuitant and the
joint Annuitant.

OTHER OPTIONS. A Participant has the further option to elect forms
of fixed annuities having essentially the same characteristics as
Annuity Options 1 through 4 above.

PURCHASING ACCUMULATION UNITS

Premium Deposits

A Premium Deposit is the money you give us to increase the
number of Accumulation Units in your Participant Account. You may
make Premium Deposits at any time during the Accumulation Period.
You may increase, decrease or change the frequency of such
payments. The first Premium Deposit must be at least $20, and
after that each Premium Deposit must be at least $10. If in any
year a Participant makes no Premium Deposits, the Contract will not
lapse with respect to the Participant. We reserve the right to
reject any application or Premium Deposit. We may deduct amounts
from Premium Deposits for premium taxes, if any.

Once we receive your Premium Deposit and application, we will
issue you a certificate evidencing your participation in the
Contract and invest your first Premium Deposit within two business
days. If you do not give us all of the information we need, we
will contact you to get it. If for some reason we are unable to
complete this process within five business days, we will either
send back your money or get your permission to keep it until we get
all of the necessary information. We will credit your subsequent
Premium Deposits to your Participant Account within one business
day. If we receive a Premium Deposit by 3:00 p.m., Central Time,
we will apply same-day pricing to determine the number of
Accumulation Units to credit to your account.

Accumulation Units

The value of your Participant Account will go up or down
depending upon the investment performance of Dual Strategy Fund.
The value of your Participant Account will also depend on the
expenses of Separate Account A. In order to keep track of the
value of your Participant Account, we use a measurement called an
Accumulation Unit. During the Annuity Period, we call the unit an
Annuity Unit.

Every business day we determine the value of an Accumulation
Unit by multiplying the Accumulation Unit value for the previous
period by a factor for the current period. The factor, which we
call the net investment factor, is determined by:

1. dividing the value of a Dual Strategy Fund share at the end of
the current period by the value of a Dual Strategy Fund share for the
previous period, and

2. subtracting from that amount the mortality and expense risk
charge.

The value of an Accumulation Unit may go up or down from day to
day.

When you make a Premium Deposit, we credit your Participant
Account with Accumulation Units. The number of Accumulation Units
credited is determined by dividing the amount of the net Premium
Deposit (after deduction of 4% to cover sales, administrative and
maximum death benefit charges and $.50 per Premium Deposit) by the
value of the Accumulation Unit. A $15 Contract certificate
issuance fee will also be deducted from the first Premium Deposit.

We calculate the value of an Accumulation Unit after the New
York Stock Exchange closes, currently 4:00 p.m., Eastern Time, on
each day American Fidelity is open for business and then credit
your Participant Account accordingly.

Example:

On Thursday we receive an additional Premium Deposit of $100 from
you. At 3:00 p.m., Central Time, on that Thursday, we determine
that the value of an Accumulation Unit is $20.25. We then divide
$95.50 by $20.25 and credit your Participant Account on Thursday
night with 4.72. Accumulation Units.

The value of a Participant's individual account at any time
prior to commencement of Annuity Payments is determined by
multiplying the total number of Accumulation Units credited to his
or her account by the current Accumulation Unit value. Each
Participant is advised semiannually of the number of Accumulation
Units credited to his or her account, the current Accumulation Unit
value, and the total value of the account.

EXPENSES

There are charges and other expenses associated with the
Contract that will reduce your investment return. These charges
and expenses are explained below.

Sales Charge

We deduct 3% from each Premium Deposit received as a sales
charge. The sales charge is intended to recover all distribution
expenses associated with marketing Contracts. In the event the
sales charge is not adequate to recover all distribution expenses,
the resulting "shortfall" is borne by American Fidelity. Any such
shortfall amounts paid by us may consist, among other things, of
proceeds derived from mortality and expense risk charges discussed
below. The sales charge for lump sum or periodic payments of
$2,000 or greater may be less than 3%, depending on the actual
commission paid.

Insurance Charges

Administrative Expenses. We deduct 1/4% of each Premium Deposit
received to reimburse us for administrative expenses we incur in
administering Contracts, including salaries, rent, postage,
telephone, office equipment, printing, travel, and legal, actuarial
and accounting fees. The deduction for administrative expenses for
1997 as a percentage of average account value was .046%.

There is an additional administrative charge against each
Premium Deposit of $.50 and a one-time certificate issuance fee of
$15. The $.50 per payment deduction will not be increased until
Premium Deposits on behalf of a Participant equal twice the amount
of Premium Deposits made during the first year of participation.
The deduction may be increased on Premium Deposits in excess of
such amount.

Minimum Death Benefit. A deduction of % of each Premium
Deposit is made for the minimum death payment. This deduction is
not applicable after a Participant attains age 65.

Mortality and Expense Risk. American Fidelity assumes the
risk that the actuarial estimate of mortality rates among variable
annuitants may be erroneous and the reserves based on such estimate
will not be sufficient to meet annuity payment obligations. For
mortality and expense risks assumed, American Fidelity receives
.96025% on an annual basis (.0026308% for each one-day valuation
period) of average account value. Of this amount, .85% is for
mortality risks and .11025% is for expense risks.

Premium Taxes

Some states and other governmental entities (e.g.,
municipalities) charge premium taxes or similar taxes. American
Fidelity is responsible for the payment of these taxes and will
make a deduction from the value of your Participant Account for
them. Some of these taxes are due when Premium Deposits are made;
others are due when Annuity Payments begin. It is our current
practice to pay any premium taxes when they become payable to the
states. Premium taxes presently range from 0% to 4%, depending on
the state.

Income Taxes

American Fidelity will deduct from each Contract any income
taxes which it may incur because of the Contract. Currently,
American Fidelity is not making any such deductions.

Dual Strategy Fund Expenses

There are deductions from and expenses paid out of the assets
of Dual Strategy Fund which are described in the attached
prospectus for Dual Strategy Fund.

WITHDRAWALS

Prior to commencement of Annuity Payments, you may withdraw
cash by redeeming all or a portion of the Accumulation Units in
your Participant Account. The redemption value of a Participant's
Account is equal to the Accumulation Unit value under the account
next computed after the request for redemption is received by
American Fidelity. There is no assurance that the redemption value
of your Participant Account will equal or exceed the aggregate
amount of Premium Deposits at any time. There are no
administrative fees for withdrawals.

A partial redemption will result in a reduction of the
Accumulation Units in your Participant Account. The reduction in
the number of Accumulation Units will equal the amount withdrawn
divided by the applicable Accumulation Unit value next computed
after receipt of the redemption request. If a partial redemption
reduces the value of your Participant Account to less than $1,000,
we may pay you cash equal to the value of all Accumulation Units in
the account and cancel your account. After full redemption and
cancellation of a Participant's Account, no further Premium
Deposits may be made on behalf of the Participant without our
consent.

A Participant's request for redemption should be submitted to
us in writing. A redemption request requires the signature of the
person in whose name the Participant Account is registered, signed
exactly as the name appears on American Fidelity's register. In
certain instances, we may require additional documents such as
trust instruments, death certificates, appointments as executor or
administrator, or certificates of corporate authority. All proper
redemption requests received before 3:00 p.m., Central Time, will
receive same-day pricing.

Payment for Accumulation Units redeemed are made within three
business days after our receipt of a properly tendered request.
Redemption rights may be suspended or payment postponed at times
when the New York Stock Exchange is closed (other than customary
weekend and holiday closings) or trading on the New York Stock
Exchange is restricted; when an emergency exists as a result of
which disposal by Dual Strategy Fund of securities owned by it is
not reasonably practicable or it is not reasonably practicable for
Dual Strategy Fund to determine the value of its net assets; or for
such other periods as the SEC may by order permit for the
protection of Participants. We may delay the mailing of a
redemption check for recently purchased Accumulation Units until
such time as the payment check has cleared.

We are required by federal income tax law to restrict certain
withdrawals. In addition, certain adverse tax consequences may
result from withdrawals, as explained below under "Federal Tax
Matters."

DEATH BENEFIT

In the event of a Participant's death prior to commencement of
Annuity Payments, death proceeds are payable to a named beneficiary
in an amount equal to (1) the value of the Participant's Account as
of the valuation date (the date on which we have received both
written notice of death and the beneficiary's written instructions)
or (2) if greater and if the Participant's death occurs prior to
age 65, 100% of the total Premium Deposits made by the Participant,
less any redemptions. Payments normally are made within seven days
of receipt of such notice.

If the Participant dies during the Annuity Period, we will pay
any remaining guaranteed payments to (1) the Participant's
beneficiary or (2) the Participant's estate, if no beneficiary
survives. Any payments made to a beneficiary must be on a payment
schedule at least as rapid as that made to the Participant.

A beneficiary who is the spouse of a deceased Participant may
choose to receive the death benefit in any form that the
Participant could have chosen to receive Annuity Payments. Federal
tax law requires that annuity contracts issued after January 18,
1985 restrict the length of time over which non-spouse
beneficiaries may elect to receive death benefit proceeds.
Contracts issued after this date provide that non-spouse
beneficiaries must either take a total distribution within five
years of the death of the Participant or, within one year of the
Participant's death, begin Annuity Payments under an Annuity Option
for a period not to exceed the expected lifetime of the
beneficiary.

FEDERAL TAX MATTERS

The following description of federal income tax consequences
under the Contracts is not exhaustive, and special rules may apply
to situations not discussed herein. For further information,
consult a qualified tax adviser before establishing any retirement
program.

General

Annuity contracts are a means of setting aside money for
future needs--usually retirement. Congress has recognized how
important saving for retirement is and provided special rules in
the Internal Revenue Code (the "Code") for annuities. Basically,
these rules provide that you will not be taxed on the money you
contribute under your Contract and/or the earnings on your
contributions until you receive a distribution from your Contract.
There are different rules regarding how you will be taxed depending
upon how you take money out from your Contract.

Taxes Payable by Participants and Annuitants

The Contracts offered by this Prospectus are used with
retirement programs which receive favorable tax deferred treatment
under Federal income tax law. Increases in the value of a
Participant's account are not subject to income tax until annuity
payments commence, at which time the amount of each payment is
considered as ordinary income.

Annuity Payments or other amounts received under all Contracts
generally are subject to some form of federal income tax
withholding. The withholding requirement will vary among
recipients depending on the type of program, the tax status of the
individual and the type of payments from which taxes are withheld.
Additionally, Annuity Payments or other amounts received under all
Contracts may be subject to state income tax withholding
requirements.

Section 403(b) Annuities for Employees of Certain
Tax-Exempt Organizations or Public Educational Institutions

Premium Deposits. Under Section 403(b) of the Code, payments
made by tax-exempt organizations meeting the requirements of
Section 501(c)(3) of the Code and public educational institutions
to purchase annuity Contracts for their employees are excludable
from the gross income of employees to the extent that the aggregate
Premium Deposits do not exceed the limitations prescribed by
Section 402(g), Section 403(b)(2) and Section 415 of the Code.
This gross income exclusion applies to employer contributions and
voluntary salary reduction contributions.

An individual's voluntary salary reduction contributions under
Section 403(b) are generally limited to $9,500. Additional catch-
up contributions are permitted under certain circumstances.
Combined employer and salary reduction contributions are generally
limited to the individual's "exclusion allowance." An employee's
exclusion allowance for a taxable year is equal to 20% of
includible compensation times years of service, minus amounts
previously excludable from the employee's gross income. In
addition, employer contributions must comply with various
nondiscrimination rules; these rules may have the effect of further
limiting the rate of employer contributions for highly compensated
employees.

Taxation of Distributions. Distributions of voluntary salary
reduction amounts are restricted. The restrictions apply to
amounts accumulated after December 31, 1988 (including voluntary
contributions after that date and earnings on prior and current
voluntary contributions). These restrictions require that no
distributions will be permitted prior to one of the following
events: (1) attainment of age 59-1/2, (2) separation from service, (3)
death, (4) disability, or (5) hardship (hardship distributions are
limited to the amount of salary reduction contributions, not
including any earnings).

Other distributions from a Section 403(b) annuity Contract are
taxed as ordinary income to the recipient in accordance with
Section 72 of the Code. Distributions received before the
recipient attains age 59-1/2 generally are subject to a 10% penalty
tax in addition to regular income tax. Certain distributions are
excepted from this penalty tax, including distributions following
(1) death, (2) disability, (3) separation from service during or
after the year the Participant reaches age 55, (4) separation from
service at any age if the distribution is in the form of
substantially equal periodic payments over the life (or life
expectancy) of the Participant (or the Participant and
beneficiary), and (5) distributions in excess of tax deductible
medical expenses.

Required Distributions. Generally, distributions from Section
403(b) annuities must commence no later than April 1 of the
calendar year following the later of the calendar year in which the
Participant attains age 70-1/2 or the calendar year in which the
Participant retires. Such distributions must be made over a period
that does not exceed the life expectancy of the Participant (or the
Participant and beneficiary). If a Participant dies prior to the
commencement of Annuity Payments, the amount accumulated under the
account must be distributed within five years or, if distributions
to a beneficiary designated under the account start within one year
of the Participant's death, distributions are permitted over the
life of the beneficiary or over a period not extending beyond the
beneficiary's life expectancy. If the designated beneficiary is
the Participant's surviving spouse, the beneficiary must commence
receiving benefits on or before the later of the end of the
calendar year in which the deceased spouse would have attained age
70-1/2 or the end of the calendar year following the year in which the
Participant died. If the Participant has started receiving annuity
distributions prior to his or her death, distributions must
continue at least as rapidly as under the method in effect at the
date of death. A penalty tax of 50% will be imposed on the amount
by which the minimum required distribution in any year exceeds the
amount actually distributed in that year.

Tax-Free Transfers and Rollovers. The Internal Revenue
Service has ruled (Revenue Ruling 90-24) that total or partial
amounts may be transferred tax free between Section 403(b) annuity
contracts and/or Section 403(b)(7) custodial accounts under certain
circumstances. In addition, Section 403(b)(8) of the Code permits
tax-free rollovers from Section 403(b) programs to IRAs or other
Section 403(b) programs under certain circumstances. Such a
rollover must be completed within 60 days of receipt of the
distribution. The portion of any distribution which is eligible to
be rolled over to an IRA or another Section 403(b) program is
subject to 20% federal income tax withholding unless the
Participant elects a direct rollover of such distribution to an IRA
or other Section 403(b) program.

Sections 401(a) and 403(a) Qualified Pension, Profit-Sharing or
Annuity Plans

Premium Deposits. Premium Deposits made by an employer (or a
self-employed individual) under a pension, profit-sharing or
annuity plan qualified under Section 401(a) or Section 403(a) of
the Code are excluded from the gross income of the employee for
federal income tax purposes. Payments made by an employee
generally are made on an after-tax basis unless they are made on a
pre-tax basis by reason of Sections 401(k) or 414(h) of the Code.

Taxation of Distributions. Distributions from Contracts
purchased under qualified plans are taxable as ordinary income,
except to the extent allocable to an employee's after-tax
contributions (which constitute "investment in the Contract").
However, if prior to January 1, 2000 an employee or the beneficiary
receives a lump sum distribution, as defined in the Code, from an
exempt employees' trust, the taxable portion of the distribution
may be subject to special tax treatment. For most individuals
receiving lump sum distributions after attainment of age 59-1/2, the
rate of tax may be determined under a special 5-year income
averaging provision. Those who attained age 50 by January 1, 1986
may instead elect to use a 10-year income averaging provision based
on the income tax rates in effect for 1986. In addition,
individuals who attained age 50 by January 1, 1986 may elect
capital gains treatment for the taxable portion of a lump sum
distribution attributable to years of service before 1974; such
capital gains treatment has otherwise been repealed. Taxable
distributions received from an account under a qualified plan prior
to attainment of age 59-1/2 are subject to the same 10% penalty tax
(and the same exceptions) as described with respect to Section
403(b) annuities.

Required Distributions. The minimum distribution requirements
for qualified plans are generally the same as described with
respect to Section 403(b) annuities.

Tax-Free Rollovers. The taxable portion of certain
distributions from a plan qualified under Sections 401 or 403(a)
may be transferred in a tax-free rollover to an individual
retirement account or annuity or to another such plan. Such a
rollover must be completed within 60 days of receipt of the
qualifying distribution. The portion of any distribution which is
eligible to be rolled over to an IRA or another Section 401(a) or
403(a) plan is subject to 20% federal income tax withholding unless
the Participant elects direct rollover of such distribution to an
IRA or other Section 401(a) or 403(a) plan.

Individual Retirement Annuities (IRAs)

Regular IRAs

Premium Deposits. Federal tax laws limit the extent to which
individuals may make tax-deductible contributions for regular IRA
Contracts. Deductible contributions equal to the lesser of $2,000
or 100% of compensation are permitted only for an individual who
(i) is (and whose spouse is not) an active participant in another
retirement plan; (ii) is an active participant in another
retirement plan, but is unmarried and has adjusted gross income in
1998 of $30,000 or less; (iii) is an active participant in another
retirement plan, but is married and has adjusted gross income in
1998 of $50,000 or less; or (iv) is not an active participant in
another retirement plan, but his or her spouse is an active
participant in another retirement plan and has adjusted gross
income of $150,000 or less. Such individuals may also establish an
IRA for a spouse during the tax year if the combined compensation
of both spouses is at least equal to the contributed amount. An
individual who is an active participant in another retirement plan
and whose adjusted gross income exceeds the cut-off point ($30,000
if unmarried and $50,000 if married) by less than $10,000 is
entitled to make deductible IRA contributions in proportionately
reduced amounts.

An individual may make nondeductible IRA contributions to the
extent of the excess of (i) the lesser of $2,000 or 100% of
compensation over (ii) the IRA deduction limit with respect to the
individual.

Taxation of Distributions. Distributions from IRA Contracts
are taxed as ordinary income to the recipient. In addition, a 10%
penalty tax will be imposed on taxable distributions received
before the year in which the recipient attains age 59-1/2, except that
distributions made on account of death, disability or in the form
of substantially equal periodic payments over the life (or life
expectancy) of the Participant (or the Participant and beneficiary)
are not subject to the penalty tax. In addition, early withdrawals
for the purchase of a home by a first-time home buyer (subject to
a $10,000 lifetime limit) or to pay qualified higher education
expenses are not subject to penalty tax.

Required Distributions. The minimum distribution requirements
for IRA Contracts are generally the same as described with respect
to Section 403(b) annuities, except that no amounts are exempted
from the minimum distribution requirements and in all events such
distributions must commence no later than April 1 of the calendar
year following the calendar year in which the Participant attains
age 70-1/2.

Tax-Free Rollovers. Federal law permits funds to be
transferred in a tax-free rollover from a qualified employer
pension, profit-sharing or annuity plan, or a Section 403(b)
annuity Contract to an IRA Contract under certain conditions.
Amounts accumulated under such a rollover IRA may subsequently be
rolled over on a tax-free basis to another such plan or Section
403(b) annuity Contract. In addition, a tax-free rollover may be
made from one IRA to another, provided that not more than one such
rollover may be made during any twelve-month period. In order to
qualify for tax-free treatment, all rollovers must be completed
within 60 days after the distribution is received.

Roth IRA

Premium Deposits. The "Roth IRA" permits individuals to make
nondeductible contributions and, if specific requirements are met,
receive distributions that are tax free. The Roth IRA is an
individual retirement account and is treated in the same manner as
a regular IRA with certain exceptions. An individual can make an
annual nondeductible contribution to a Roth IRA up to the lesser of
$2,000 or 100% of the individual's annual compensation minus the
aggregate amount of contributions for the tax year to all other
IRAs maintained for the benefit of that individual. Unlike a
regular IRA, active participation in an employer's qualified plan
does not reduce the amount that an individual can contribute to a
Roth IRA. The contribution that can be made to a Roth IRA is
phased out for individuals with adjusted gross income of between
$95,000 and $110,000, and for joint filers with combined adjusted
gross income of between $150,000 and $160,000.

Taxation of Distributions. Distributions from a Roth IRA are
not includible in income if the contribution to which the
distribution relates is a "qualified distribution." A "qualified
distribution" is a distribution which is made on or after the
recipient becomes age 59-1/2, on account of death or disability or for
a qualified first-time home buyer expense. A distribution is not
considered to be a "qualified distribution" if it is made within
the five-year period beginning with the first tax year for which
the individual made a contribution to a Roth IRA. A distribution
is also not a "qualified distribution" for payments properly
allocable to a "qualified rollover contribution" from a regular IRA
if it is made within the five-year period beginning with the first
tax year in which the rollover contribution was made.
Nonqualifying distributions from a Roth IRA are includible in
income to the extent of earnings on contributions. Distributions
that are attributable to contributions to a Roth IRA are received
tax free, since these contributions were nondeductible.

Required Distributions. Roth IRAs are not subject to minimum
distribution rules before death.

Tax-Free Rollovers. A tax-free rollover may be made to a Roth
IRA from (a) another Roth IRA or (b) a regular IRA that meets the
requirements for the exclusion of a rollover under Code Section
408(d)(3) if the taxpayer has adjusted gross income of not more
than $100,000 and, if married, does not file a separate return.

Simplified Employee Pension Plans

Premium Deposits. Under Section 408(k) of the Code, employers
may establish a type of IRA plan referred to as a simplified
employee pension plan ("SEP"). Employer contributions under a SEP,
which generally must be made at a rate representing a uniform
percent of the compensation of participating employees, are
excluded from the gross income of employees for federal income tax
purposes. Employer contributions to a SEP cannot exceed the lesser
of $30,000 or 15% of an employee's compensation.

Salary Reduction SEPs. Federal tax law allows employees of
certain small employers to have contributions made to the SEP on
their behalf on a salary reduction basis. These salary reduction
contributions may not exceed $7,000 indexed for inflation.
Employees of tax-exempt organizations are not eligible for this
type of SEP. Additionally, only certain small employers who have
SEPs that permitted salary reduction contributions on December 31,
1996 may continue to allow salary reduction contributions.

Taxation of Distributions. SEP distributions are subject to
taxation in the same manner as regular IRA distributions.

Required Distributions. SEP distributions are subject to the
same minimum required distribution rules applicable to regular
IRAs.

Tax-Free Rollovers. Funds may be rolled over tax free from
one SEP to another as long as the rollover is completed within 60
days after the distribution is received and is done no more
frequently than once every twelve months.

Diversification

The Code provides that the underlying investments for a
variable annuity must satisfy certain diversification requirements
in order to be treated as an annuity contract. American Fidelity
believes that Dual Strategy Fund is being managed so as to comply
with the requirements.

OTHER INFORMATION

Distribution

American Fidelity Securities, Inc., a wholly owned subsidiary
of American Fidelity, acts as the distributor of the Contracts.

Legal Proceedings

There are no material pending legal proceedings affecting
Separate Account A, Dual Strategy Fund, American Fidelity or
American Fidelity Securities, Inc.

Financial Statements

The financial statements of Separate Account A and of American
Fidelity have been included in the SAI.

TABLE OF CONTENTS OF
STATEMENT OF ADDITIONAL INFORMATION

Page

General Information and History
Performance Information
Annuity Payments
Federal Income Tax Considerations
Underwriter
Independent Accountants
Legal Matters
Financial Statements
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

AMERICAN FIDELITY SEPARATE ACCOUNT A
(Registrant)

AMERICAN FIDELITY ASSURANCE COMPANY
(Depositor)

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A
PROSPECTUS. IT SHOULD BE READ IN CONJUNCTION WITH THE
PROSPECTUS DATED ___________, 1998 RELATING TO GROUP
VARIABLE ANNUITY CONTRACTS. FOR A COPY OF THE
PROSPECTUS, WRITE OR CALL US AT

American Fidelity Assurance Company
P.O. Box 25523
Oklahoma City, Oklahoma 73125-0523
(800) 654-8489

This Statement of Additional Information is dated __________,
1998.

TABLE OF CONTENTS

Page

American Fidelity Assurance Company ("Company") was organized
in the State of Oklahoma in 1960 and during its existence has never
changed its name. Neither the sales of variable annuity contracts
nor the sales of any other insurance product by the Company have
ever been suspended by any state where the Company has done or is
presently doing business.

The Company is a wholly owned subsidiary of American Fidelity
Corporation, an insurance holding company. The stock of American
Fidelity Corporation is controlled by a family investment
partnership, Cameron Enterprises, A Limited Partnership, an
Oklahoma limited partnership ("CELP"). In accordance with the
partnership agreement, management of the affairs of CELP is vested
in five managing general partners: William M. Cameron, William E.
Durrett, Edward C. Joullian, III, John W. Rex and Theodore M. Elam.

PERFORMANCE INFORMATION

Separate Account A's average annual total returns for the one, five
and ten year periods ended June 30, 1998 were 20.11%, 18.75% and
15.55%, respectively. The average annual total return (T) is
computed by equating the value at the end of the period (ERV) with
a hypothetical initial investment of $1,000 (P) over a period of
years (n) according to the following formula as required by the
Securities and Exchange Commission: P(1 + T)**n = ERV.

To calculate total return, an initial investment is multiplied
by 96% (which gives effect to the 3.00% sales charge, 0.25%
administrative fee and 0.75% minimum death benefit expense). The
product is then reduced by the $0.50 per payment expense and the
one-time contract certificate fee of $15. The resulting amount is
divided by the Accumulation Unit value as of the first day of the
period in order to determine the initial number of Accumulation
Units purchased. The number of Accumulation Units purchased is
multiplied by the Accumulation Unit value as of the end of the
period in order to determine the ending value. The difference
between the ending value and the initial investment divided by the
initial investment converted to a percentage equals total return.
Total return may be calculated for one, five and ten year periods
and for other time periods. Separate Account A's total return for
the one, five and ten year time periods ended June 30, 1998 was
20.11%, 136.11% and 324.51%, respectively.

Separate Account A's returns for periods prior to its
reorganization on January __, 1999 have been adjusted to reflect
what they would have been if Separate Account A had operated as a
unit investment trust investing in Dual Strategy Fund for all
periods, with the operation of Dual Strategy Fund having been as
currently reported in the prospectus of Dual Strategy Fund
accompanying the Prospectus. Performance will fluctuate over time,
and any past performance results are not an indication of future
results.

The following assumptions are reflected in computations of
average annual total returns and in calculating total return: (1)
reinvestment of dividends and other distributions, (2) a complete
redemption at the end of any period illustrated and (3) no
deduction for premium taxes.

ANNUITY PAYMENTS

Variable Annuity Payments

A Participant may elect a variable annuity payout. Variable
Annuity Payments reflect the investment performance of Dual
Strategy Fund during the Annuity Period. Variable Annuity Payments
are not guaranteed as to dollar amounts.

The Company will determine the first Annuity Payment by using
the 4.5% annuity table in the Contract. It shows the dollar amount
of the first monthly payment which can be purchased with each
$1,000 of value in a Participant Account after deducting any
applicable premium taxes.

The value of a Participant Account is determined by
multiplying the Participant's Accumulation Units by the
Accumulation Unit value on the fourteenth day before the first
Annuity Payment. The first Annuity Payment varies according to the
Annuity Option selected and the Participant's age.

The Company will determine the number of Annuity Units payable
for each payment by dividing the dollar amount of the first Annuity
Payment by the Annuity Unit value on the Annuity Date. This sets
the number of Annuity Units. The number of Annuity Units payable
remains the same unless a Participant transfers a portion of the
annuity benefit to a fixed annuity. The dollar amount is not fixed
and will change from month to month.

The dollar amount of Annuity Payments after the first payment
is determined by multiplying the fixed number of Annuity Units per
payment by the Annuity Unit value on the fourteenth calendar day
preceding the payment date. The result is the dollar amount of the
payment.

Annuity Unit

The value of an Annuity Unit is determined by multiplying the
value of an Annuity Unit for the immediately preceding period by
the product of

1. the net investment factor for the fourteenth calendar
day prior to the valuation date for which the value is
being determined, and

2. .9998794.

Variable Annuity Formulas

The following formulas summarize the Annuity Payment
calculations described above:

Number of Variable Annuity Units = Dollar Amount of First Monthly Payment
---------------------------------------------
Variable Annuity Unit Value on Date of
First Payment

Annuity Value of Annuity Net Investment Factor
Unit Value = Unit on Preceding x .9998794 x for 14th Day Preceding
Valuation Date Current Valuation Date

Dollar Amount Number of Annuity Unit Value
of Second and = Annuity Units x for Period in Which
Subsequent Annuity Per Payment Payment is Due
Payments

Fixed Annuity Payments

The dollar amount of each fixed Annuity Payment will be at
least as great as that determined in accordance with the 4% annuity
table in the Contract. The fixed annuity provides a 4% annual
guaranteed interest rate on all Annuity Options. The Company may
pay or credit excess interest on a fixed annuity at its discretion.

FEDERAL INCOME TAX CONSIDERATIONS

Note: The following description is based upon the Company's
understanding of current federal income tax law applicable to
annuities in general. The Company cannot predict the probability
that any changes in such laws will be made. Purchasers are
cautioned to seek competent tax advice regarding the possibility of
such changes. The Company does does not guarantee the tax status
of the policies. Purchasers bear the complete risk that the
policies may not be treated as "Annuity Contracts" under federal
income tax laws. It should be further understood that the
following discussion is not exhaustive and that special rules not
described herein may be applicable in certain situations.
Moreover, no attempt has been made to consider any applicable state
or other tax laws.

General

Section 72 of the Internal Revenue Code of 1986, as amended
(the "Code") governs taxation of annuities in general. A
Participant is not taxed on increases in the value of his or her
Participant Account until distribution occurs, either in the form
of a lump sum payment or as Annuity Payments under the Annuity
Option elected. For a lump sum payment received as a total
surrender (total redemption) or death benefit, the recipient is
taxed on the portion of the payment that exceeds the Participant's
cost basis, which may be zero. The taxable portion of a lump sum
payment is taxed at ordinary income tax rates.

For Annuity Payments, a portion of each payment in excess of
an exclusion amount is includible in taxable income. The exclusion
amount for payments based on a fixed Annuity Option is determined
by multiplying the payment by the ratio that the Participant's cost
basis (adjusted for any period certain or refund feature) bears to
the expected return under the Contract. The exclusion amount for
payments based on a variable annuity option is determined by
dividing the Participant's cost basis (adjusted for any period
certain or refund feature) by the number of years over which the
annuity is expected to be paid. Payments received after the
Participant's investment has been recovered (i.e., when the total
of the excludable amounts equal the Participant's investment) are
fully taxable. The taxable portion is taxed at ordinary income
rates. Participants, Annuitants and beneficiaries under the
Contracts should seek competent financial advice about the tax
consequences of any distributions.

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

Diversification

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

On March 2, 1989, the Treasury Department issued regulations
(Treas. Reg. 1.817-5) which established diversification
requirements for the investment portfolios underlying variable
contracts such as the Contract. The regulations amplify the
diversification requirements for variable contracts set forth in
the Code and provide an alternative to the safe harbor provision
described above. Under the regulations, an investment portfolio
will be deemed adequately diversified if: (1) no more than 55% of
the value of the total assets of the portfolio is represented by
any one investment; (2) no more than 70% of the value of the total
assets of the portfolio is represented by any two investments; (3)
no more than 80% of the value of the total assets of the portfolio
is represented by any three investments; and (4) no more than 90%
of the value of the total assets of the portfolio is represented by
any four investments.

The Code provides that for purposes of determining whether or
not the diversification standards imposed on the underlying assets
of variable contracts by Section 817(h) of the Code have been met,
"each United States government agency or instrumentality shall be
treated as a separate issuer."

The Company intends that Dual Strategy Fund will be managed in
such a manner as to comply with these diversification requirements.

Income Tax Withholding

All distributions or the portion thereof which is includible
in the gross income of the Participant are subject to federal
income tax withholding. Generally, amounts are withheld from
periodic payments at the same rate as wages and at the rate of 10%
from non-periodic payments. However, the Participant, in most
cases, may elect not to have taxes withheld or to have withholding
done at a different rate.

Effective January 1, 1993, certain distributions from
retirement plans qualified under Section 401 or Section 403(b) of
the Code, which are not directly rolled over to another eligible
retirement plan or individual retirement account or individual
retirement annuity, are subject to a mandatory 20% withholding for
federal income tax. The 20% withholding requirement generally does
not apply to: (a) a series of substantially equal payments made at
least annually for the life or life expectancy of the participant
or joint and last survivor expectancy of the participant and a
designated beneficiary, or for a specified period of 10 years or
more; or (b) distributions which are required minimum
distributions; or (c) the portion of the distributions not
includible in gross income (i.e., returns of after-tax
contributions). Participants should consult their own tax counsel
or other tax adviser regarding withholding requirements.

Qualified Plans

The Contracts offered by the Prospectus are designed to be
suitable for use under various types of qualified plans. Because
of the minimum Premium Deposit requirements, the Contracts may not
be appropriate for some periodic payment retirement plans.
Taxation of participants in each qualified plan varies with the
type of plan and terms and conditions of each specific plan.
Participants, Annuitants and beneficiaries are cautioned that
benefits under a qualified plan may be subject to the terms and
conditions of the plan regardless of the terms and conditions of
the Contracts issued pursuant to the plan. Some retirement plans
are subject to distribution and other requirements that are not
incorporated into the Company's administrative procedures.
Participants, Annuitants and beneficiaries are responsible for
determining that contributions, distributions and other
transactions with respect to the Contracts comply with applicable
law. The Prospectus, under "Federal Tax Matters," describes the
types of qualified plans with which the Contract may be used. Such
descriptions are not exhaustive and are for general informational
purposes only. The tax rules regarding qualified plans are very
complex and will have differing applications, depending on
individual facts and circumstances. Each purchaser should obtain
competent tax advice prior to participating in a Contract issued
under a qualified plan.

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

UNDERWRITER

The Contracts are offered on a continuous basis by the
Company's wholly owned subsidiary, American Fidelity Securities,
Inc. ("AFS"), 2000 N. Classen Boulevard, Oklahoma City, Oklahoma
73106. AFS may also serve as an underwriter and distributor of
other separate accounts of the Company. The aggregate underwriting
commissions paid to and retained by AFS for 1995, 1996 and 1997
were $256,000, $312,800 and $449,200, respectively.

INDEPENDENT ACCOUNTANTS

The financial statements of the Company and Separate Account
A included in this Statement of Additional Information have been
audited by KPMG Peat Marwick LLP, independent auditors, as set
forth in its reports appearing below. KPMG Peat Marwick LLP's
address is 700 Oklahoma Tower, Oklahoma City, Oklahoma 73102.

LEGAL MATTERS

McAfee & Taft A Professional Corporation, Oklahoma City,
Oklahoma, has provided advice on certain matters relating to the
federal securities and income tax laws applicable to the Contracts.

FINANCIAL STATEMENTS

The following financial statements appear hereafter:

American Fidelity Separate Account A
Independent Auditors' Report
Statement of Assets and Liabilities as of January __, 1998
Notes to Statement of Assets and Liabilities

American Fidelity Assurance Company and Subsidiaries
Independent Auditors' Report
Consolidated Balance Sheets as of December 31, 1997 and 1996
Consolidated Statements of Income for the Years Ended December
31, 1997, 1996 and 1995
Consolidated Statements of Stockholder's Equity for the Years Ended
December 31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1997, 1996 and 1995
Notes to Consolidated Financial Statements

The consolidated financial statements of the Company should be
considered only as bearing on the ability of the Company to meet
its obligations under the Contracts. They should not be considered
as bearing on the investment performance of the assets held in
Separate Account A.

[financial statements to be filed by amendment]
<PAGE>
PART C

OTHER INFORMATION

Item 24 -- Financial Statements and Exhibits

(a) Financial Statements

The following financial statements will be filed by amendment:

American Fidelity Separate Account A

Independent Auditors' Report
Statement of Assets and Liabilities as of January __, 1998
Notes to Statement of Assets and Liabilities

American Fidelity Assurance Company and Subsidiaries

Independent Auditors' Report
Consolidated Balance Sheets as of December 31, 1997 and 1996
Consolidated Statements of Income for the Years Ended December
31, 1997, 1996 and 1995
Consolidated Statements of Stockholder's Equity for the Years
Ended December 31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1997, 1996 and 1995
Notes to Consolidated Financial Statements

(b) Exhibits

Exhibit
Number
- - - - -------
1.1 - Resolution adopted by the Board of Directors of American
Fidelity on May 7, 1968, authorizing establishment of the
Registrant.

1.2 - Resolution adopted by the Board of Directors of American
Fidelity on April 6, 1998, authorizing reorganization of
the Registrant as a unit investment trust.

1.3 - Resolution adopted by the Board of Managers of the
Registrant on March 19, 1998, authorizing reorganization
of the Registrant as a unit investment trust.

2 - Not applicable.

3 - Underwriting Contract between the Registrant and American
Fidelity Securities, Inc. dated December 20, 1972.

4.1 - Form of Variable Annuity Master Contract.

4.2 - Form of Variable Annuity Contract Certificate.

5 - Forms of Variable Annuity Application.

6.1 - Articles of Incorporation of American Fidelity and all
amendments through November 4, 1987.

6.2 - Amended and Restated Bylaws of American Fidelity dated
November 24, 1997. Incorporated herein by reference to
Exhibit 8.2 to Post-Effective Amendment No. 42 to the
Registrant's Form N-3 (No. 2-30771).

7 - Not applicable.

8 - Form of Fund Participation Agreement between the
Registrant and American Fidelity.

9 - Opinion and Consent of Counsel.

10* - Independent Auditors' Consent.

11 - Not applicable.

12 - Not applicable.

13 - Schedule for computation of performance quotations.

14 - Not applicable.

15 - American Fidelity organization chart.

16 - Power of Attorney.

____________________

* To be filed by amendment.

Item 25 -- Directors and Officers of the Depositor

Name and Principal
Business Address
Positions and Offices
with Depositor
- - - - -------------------------
Lynda L. Cameron
2000 N. Classen Boulevard
Oklahoma City, OK 73106
Director

William M. Cameron
2000 N. Classen Boulevard
Oklahoma City, OK 73106
Chairman and Chief
Executive Officer, Director

David R. Carpenter
2000 N. Classen Boulevard
Oklahoma City, OK 73106
Senior Vice President, Treasurer

William E. Durrett
2000 N. Classen Boulevard
Oklahoma City, OK 73106
Senior Chairman, Director

Stephen P. Garrett
2000 N. Classen Boulevard
Oklahoma City, OK 73106
Senior Vice President, Secretary

William A. Hagstrom
800 Research Parkway
Oklahoma City, OK 73104
Director

Edward C. Joullian, III
2000 N. Classen Boulevard
Oklahoma City, OK 73106
Director

Kenneth D. Klehm
2000 N. Classen Boulevard
Oklahoma City, OK 73106
Senior Vice President

Alfred L. Litchenburg
2000 N. Classen Boulevard
Oklahoma City, OK 73106
Senior Vice President

David R. Lopez
800 N. Harvey, Room 300
Oklahoma City, OK 73102
Director

Paula Marshall-Chapman
2745 East 11th Street
Tulsa, OK 74104
Director

John W. Rex
2000 N. Classen Boulevard
Oklahoma City, OK 73106
President, Chief Operating Officer,
Director

Galen P. Robbins, M.D.
3433 N.W. 56th
Oklahoma City, OK 73112
Director

John D. Smith
3400 Peach Tree Road, Suite 831
Atlanta, GA 30326
Director

Item 26 -- Persons Controlled by or Under Common Control with the
Insurance Company or Registrant

The Company's organization chart is included as Exhibit 15.
The subsidiaries of American Fidelity reflected in the organization
chart are included in the consolidated financial statements of
American Fidelity in accordance with generally accepted accounting
principles.

Item 27 -- Number of Contract Owners

As of November 9, 1998, there were 2,013 Contract Owners of
qualified contracts offered by the Registrant.

Item 28 -- Indemnification

The Bylaws of the Company (Article VIII, Section 3) generally
provide that the Company shall indemnify its directors, officers,
employees and agents, as well as any person serving at the request
of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against liabilities incurred in acting in any such capacity if they
acted in good faith and in a manner they reasonably believed to be
in or not opposed to the best interest of the Company and, with
respect to any criminal action, if they had no reasonable cause to
believe their conduct was unlawful. Indemnification of these
persons is also provided for derivative actions. See the Company's
Bylaws filed as Exhibit 6.2 to this registration statement.

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

Item 29 -- Principal Underwriters

(a) American Fidelity Securities, Inc. is the sole
underwriter for the Registrant, American Fidelity Separate Account
B and American Fidelity Dual Strategy Fund, Inc.

(b) Director and officer information for American Fidelity
Securities, Inc. is as follows:

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

David R. Carpenter
P. O. Box 25523
Oklahoma City, OK 73125
Director, Chairman, President, Chief
Executive Officer, Treasurer, Chief Financial Officer and
Registered Limited Principal

Marvin R. Ewy
P. O. Box 25523
Oklahoma City, OK 73125
Director, Vice President, Secretary,
Chief Compliance Officer and Registered
Limited Principal

Nancy K. Steeber
P. O. Box 25523
Oklahoma City, OK 73125
Director, Vice President, Operations
Officer and Registered Limited Principal

(c) The net underwriting discounts and commissions received
by American Fidelity Securities, Inc. in 1997 were $449,200,
representing the 3% sales fee deducted from premium deposits to the
Registrant. It received no other compensation from or on behalf of
the Registrant during the year.

Item 30 -- Location of Accounts and Records

The name and address of the person who maintains physical
possession of the accounts, books and other documents of the
Registrant required by Section 31(a) of the Investment Company Act
of 1940 are:

David R. Carpenter
Senior Vice President and Treasurer
American Fidelity Assurance Company
2000 N. Classen Boulevard
Oklahoma City, Oklahoma 73106

Item 31 -- Management Services

Not applicable.

Item 32 -- Undertakings

The Registrant hereby undertakes to:

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

(b) include either (1) as part of any application to purchase
a contract offered by the Prospectus, a space that an
applicant can check to request a Statement of Additional
Information, or (2) a postcard or similar written
communication affixed to or included in the Prospectus
that the applicant can remove to send for a Statement of
Additional Information; and

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

American Fidelity hereby represents that the fees and charges
deducted under the Variable Annuity Contract, in the aggregate, are
reasonable in relation to the services rendered, the expenses
expected to be incurred, and the risks assumed by American
Fidelity.
<PAGE>
SIGNATURES

As required by the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has caused this Registration
Statement to be signed on its behalf, in the city of Oklahoma City
and State of Oklahoma on this 24th day of November, 1998.

AMERICAN FIDELITY SEPARATE ACCOUNT A
(Registrant)
By: American Fidelity Assurance Company
(Depositor)

By JOHN W. REX
John W. Rex, President

AMERICAN FIDELITY ASSURANCE COMPANY
(Depositor)

By JOHN W. REX
John W. Rex, President

As required by the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the
capacities indicated on November 24, 1998.

Signature
Title
- - - - -------------------

WILLIAM M. CAMERON
William M. Cameron
Chairman, Chief Executive Officer
and Director (Principal Executive Officer)

WILLIAM E. DURRETT
William E. Durrett
Senior Chairman and Director

LYNDA L. CAMERON
Lynda L. Cameron
Director

JOHN W. REX
John W. Rex
Director, President and
Chief Operating Officer

EDWARD C. JOULLIAN, III
Edward C. Joullian, III
Director

GALEN P. ROBBINS, M.D.
Galen P. Robbins, M.D.
Director

JOHN D. SMITH
John D. Smith
Director

WILLIAM A. HAGSTROM
William A. Hagstrom
Director

DAVID R. LOPEZ
David R. Lopez
Director

PAULA MARSHALL-CHAPMAN
Paula Marshall-Chapman
Director

DAVID R. CARPENTER
David R. Carpenter
Senior Vice President, Controller
and Treasurer (Principal Financial
and Accounting Officer)

<PAGE>
EXHIBIT INDEX

Exhibit
No. Description Method of Filing
- - - - ------- ----------- ----------------

1.1 Resolution adopted by the Board of Filed Herewith Electronically
Directors of American Fidelity on
May 7, 1968, authorizing establishment
of the Registrant.

1.2 Resolution adopted by the Board of Filed Herewith Electronically
Directors of American Fidelity on
April 6, 1998, authorizing reorgan-
ization of the Registrant as a
unit investment trust.

1.3 Resolution adopted by the Board of Filed Herewith Electronically
Managers of the Registrant on
March 19, 1998, authorizing reorgan-
ization of the Registrant as
a unit investment trust.

2 Not applicable

3 Underwriting Contract between the Filed Herewith Electronically
Registrant and American Fidelity
Securities, Inc. dated
December 20, 1972.

4.1 Form of Variable Annuity Master Filed Herewith Electronically
Contract.

4.2 Form of Variable Annuity Contract Filed Herewith Electronically
Certificate.

5 Forms of Variable Annuity Application. Filed Herewith Electronically

6.1 Articles of Incorporation of American Filed Herewith Electronically
Fidelity and all amendments through
November 4, 1987.

6.2 Amended and Restated Bylaws of Incorporated by Reference
American Fidelity dated
November 24, 1997.

7 Not applicable

8 Form of Fund Participation Agreement Filed Herewith Electronically
between the Registrant and
American Fidelity.

9 Opinion and Consent of Counsel. Filed Herewith Electronically

10* Independent Auditors' Consent.

11 Not applicable.

12 Not applicable.

13 Schedule for computation of Filed Herewith Electronically
performance quotations.

14 Not applicable.

15 American Fidelity organization chart. Filed Herewith Electronically

16 Power of Attorney. Filed Herewith Electronically
____________________

* To be filed by amendment.

EXHIBIT 1.1
RESOLUTION AUTHORIZING AMERICAN FIDELITY
ASSURANCE COMPANY TO REGISTER A SEPARATE
ACCOUNT AND ENTER THE VARIABLE ANNUITY BUSINESS

RESOLVED, that the Company hereby establishes, pursuant to
the provisions of the Oklahoma Insurance Code, a separate
account, designated as "American Fidelity Variable Annuity Fund
A," for policies or contracts providing for payments or values,
or both, which vary directly according to investment experience;

FURTHER RESOLVED, that a Board of Managers of the Separate
Account, to serve until their successors are duly elected and
qualified, shall be appointed by the President of the Company,
with the concurrence of this Board's Executive Committee. The
Board initially shall consist of five members;

FURTHER RESOLVED, that the Separate Account be registered as
an Investment Company under the Investment Company Act of 1940;

FURTHER RESOLVED, that each policy and contract form to be
issued in connection with such Separate Account be registered
under the Securities Act of 1933;

FURTHER RESOLVED, that the President is hereby authorized
and directed to register the Company under the Securities
Exchange Act of 1934 as broker-dealer for the Separate Account;

FURTHER RESOLVED, that any application or applications for
exemptions from statutory provisions or rules of the Securities
and Exchange Commission shall be made as in the opinion of
Counsel are necessary or desirable to operate the Separate
Account and to conduct the sale of such policies and contracts;

FURTHER RESOLVED, that the President of the Company, in
cooperation with the Chairman of the Board of Managers, take the
necessary steps to cause such registrations to become effective;

FURTHER RESOLVED, that the President, with the concurrence
of the Executive Committee, is authorized to execute an agreement
or agreements that the Company will provide all sales, investment
and administrative services required with respect to the Separate
Account and the policies and contracts issued in connection
therewith, and may provide death benefits, mortality guarantees
and expense guarantees in accordance with the policies and
contracts issued in connection with the Separate Account;

FURTHER RESOLVED, that the members of the Board of Managers
will be indemnified and held harmless by the Company against
claims and liabilities to which such persons may become subject
by reason of having been a member of such committee, or by reason
of any action alleged to have been taken or omitted by him as
such member, and the member shall be reimbursed for all legal and
other expenses reasonably incurred by him in connection with any
such claim or liability; however, no indemnification or
reimbursement shall be made in connection with any claim or
liability to which the member would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his
office.

The undersigned, the duly elected, qualified Secretary of
American Fidelity Assurance Company, a corporation, does hereby
certify that the foregoing is a true and correct copy of a
resolution duly adopted by the Board of Directors May 7, 1968, at
which meeting a quorum was present and voted, and that said
resolution has not been modified, amended or repealed.

H.A. CONNER
H.A. Conner

EXHIBIT 1.2
RESOLUTIONS OF THE BOARD OF DIRECTORS OF
AMERICAN FIDELITY ASSURANCE COMPANY

WHEREAS, it is determined to be in the best interest of
American Fidelity Variable Annuity Fund A ("Account A"), a
separate account of American Fidelity Assurance Company
("American Fidelity") established and maintained in accordance
with Section 6061 of the Oklahoma Insurance Code, and of the
owners of variable annuity contracts that are supported by
Account A (the "Contract Owners") to reorganize Account A into a
unit investment trust separate account to be named American
Fidelity Separate Account A ("Continuing Account A") and to
transfer the portfolio assets of Account A to the newly-created
American Fidelity Dual Strategy Fund, Inc. (the "Fund") in
exchange for shares of the Fund of equal value (the
"Reorganization");

NOW, THEREFORE, BE IT RESOLVED, that the proposed
Reorganization of Account A into a unit investment trust
(Continuing Account A) such that the portfolio assets and related
liabilities of Account A will be transferred intact to the Fund
in exchange for shares of the Fund of equal value, be, and it
hereby is approved and authorized.

RESOLVED FURTHER, that American Fidelity will assume
all costs to be incurred in effecting the proposed
Reorganization.

RESOLVED FURTHER, that the proposed Agreement and Plan
of Reorganization by and among American Fidelity, Account A and
the Fund (the "Agreement"), substantially in the form presented
to the Board of Directors and made a part of the records of this
meeting, is hereby approved and authorized.

RESOLVED FURTHER, that the appropriate officers of
American Fidelity are hereby authorized and directed to do all
things necessary and appropriate in compliance with all
applicable federal and state laws and regulations to effect and
consummate the Reorganization, including but not limited to all
things specified in these resolutions, subject to approval by
Account A Contract Owners to the extent such approval is required
by law and the Rules and Regulations of Account A.

RESOLVED FURTHER, that the transfer of the portfolio
assets of Account A to the Fund pursuant to the terms of the
Agreement is hereby approved and authorized.

RESOLVED FURTHER, that a meeting of Account A Contract
Owners called to approve the Reorganization is hereby approved
and authorized with dates, times, places, record dates and notice
requirements to be determined by the Board of Managers of Account
A.

RESOLVED FURTHER, that approval and authorization are
hereby granted for the filing of any application, and amendments
thereto, for exemptions from Section 17(a) of the Investment
Company Act of 1940 (the "1940 Act") and such other sections of
the 1940 Act and rules thereunder as may be necessary and
appropriate to proceed with the Reorganization.

RESOLVED FURTHER, that contingent upon the consummation
and completion of the Reorganization, as of the effective date
thereof, the termination of Account A's management and investment
advisory agreement with American Fidelity and any other
agreements and arrangements relating to the operation of Account
A as a management investment company is hereby approved and
authorized.

RESOLVED FURTHER, that the filing with the Securities
and Exchange Commission ("Commission") of a Form N-14
registration statement on behalf of Account A in connection with
the Reorganization, including the filing of any amendments
thereto and all matters properly incident thereto, is hereby
approved and authorized.

RESOLVED FURTHER, that the filing with the Commission
of a post-effective amendment on Form N-4 to the existing Form N-3
registration statement on behalf of Account A in connection
with the restructuring of Account A into a unit investment trust
is hereby approved and authorized.

RESOLVED FURTHER, that the appropriate officers of
American Fidelity and each of them is hereby authorized to take
all actions necessary to maintain the registration of Continuing
Account A as a unit investment trust under the 1940 Act, and to
take such related actions as they deem necessary and appropriate
to carry out the foregoing.

RESOLVED FURTHER, that the officers of American
Fidelity and each of them is hereby authorized to transfer funds
from time to time between American Fidelity's general account and
Continuing Account A as deemed appropriate and consistent with
the terms of the Contracts and applicable laws; and to establish
criteria by which American Fidelity shall institute procedures to
provide for a pass-through of voting rights to Contract Owners
with respect to the shares of any investment company which are
held by Continuing Account A, to the extent required by
applicable law.

RESOLVED FURTHER, that American Fidelity is hereby
authorized to act as depositor for Continuing Account A and
provide, or cause to be provided, all administrative services in
connection with the establishment and maintenance of Continuing
Account A and in connection with the issuance and maintenance of
the Contracts, all on such terms and subject to such
modifications as the officers shall deem necessary or appropriate
to effectuate the foregoing.

RESOLVED FURTHER, that Stephen P. Garrett is hereby
appointed as agent for service of process of American Fidelity to
receive notices and communications from the Commission with
respect to such registration statements or exemptive applications
as may be filed on behalf of American Fidelity concerning Account
A or Continuing Account A, and to exercise the powers given to
such agent in the rules and regulations of the Commission under
the Securities Act of 1933 and the 1940 Act.

RESOLVED FURTHER, that the officers and directors of
American Fidelity and each of them is hereby authorized to
execute and deliver all such documents, reports and other papers,
including, without limitation, the Agreement, post-effective
amendments to the existing Form N-3, a registration statement on
Form N-14, any application for exemptions from the 1940 Act, and
to do or cause to be done all such acts as he or she may deem
necessary or desirable to carry out the foregoing resolutions and
the intent and purposes thereof, all with the advice and
assistance of counsel, auditors and such other consultants as may
be appropriate.

RESOLVED FURTHER that (1) the income, if any, and gains
and losses, realized and unrealized, on Continuing Account A
shall be credited to or charged against such separate account
without regard to other gains or losses of American Fidelity's
general account or other separate accounts, and (2) no separate
account shall be chargeable with liabilities arising out of any
other business of American Fidelity.

EXHIBIT 1.3
RESOLUTIONS OF THE BOARD OF MANAGERS OF
AMERICAN FIDELITY VARIABLE ANNUITY FUND A

WHEREAS, it is determined to be in the best interest of
American Fidelity Variable Annuity Fund A ("Account A"), a separate
account of American Fidelity Assurance Company ("American
Fidelity"), and of the owners of variable annuity contracts that
are supported by Account A (the "Contract Owners") to reorganize
Account A into a unit investment trust separate account to be named
American Fidelity Separate Account A ("Continuing Account A") and
to transfer the portfolio assets of Account A to the newly-created
American Fidelity Dual Strategy Fund, Inc. (the "Fund") in exchange
for shares of the Fund of equal value (the "Reorganization");

NOW, THEREFORE, BE IT RESOLVED, that the proposed
Reorganization of Account A into a unit investment trust
(Continuing Account A) such that the portfolio assets and related
liabilities of Account A will be transferred intact to the Fund in
exchange for shares of the Fund of equal value, be, and it hereby
is, approved and authorized, the expenses of such Reorganization to
be borne by American Fidelity.

RESOLVED FURTHER, that the proposed Agreement and Plan of
Reorganization by and among American Fidelity, Account A and the
Fund (the "Agreement"), substantially in the form presented to the
Board of Managers and made a part of the records of this meeting,
is hereby approved and authorized.

RESOLVED FURTHER, that participation in the proposed
Reorganization is in the best interest of Account A and that the
interests of Contract Owners will not be diluted as a result of the
Reorganization.

RESOLVED FURTHER, that the appropriate officers of
Account A are hereby authorized and directed to do all things
necessary and appropriate in compliance with all applicable federal
and state laws and regulations to effect and consummate the
Reorganization, including but not limited to all things specified
in these resolutions, subject to approval by Contract Owners to the
extent such approval is required by law and the Rules and
Regulations of Account A.

RESOLVED FURTHER, that the transfer of the portfolio
assets of Account A to the Fund pursuant to the terms of the
Agreement is hereby approved and authorized.

RESOLVED FURTHER, that a meeting of Account A Contract
Owners called to approve the Reorganization is hereby approved and
authorized with dates, times, places, record dates and notice
requirements to be determined by a Special Committee of the Board
of Managers composed of John W. Rex and G. Rainey Williams, Jr.

RESOLVED FURTHER, that approval and authorization are
hereby granted for the filing of any application, and amendments
thereto, for exemptions from Section 17(a) of the Investment
Company Act of 1940 (the "1940 Act") and such other sections of the
1940 Act and rules thereunder as may be necessary and appropriate
to proceed with the Reorganization.

RESOLVED FURTHER, that contingent upon the consummation
and completion of the Reorganization, as of the effective date
thereof, the termination of Account A's management and investment
advisory agreement with American Fidelity and any other agreements
and arrangements relating to the operation of Account A as a
management investment company is hereby approved and authorized.

RESOLVED FURTHER, that the rescission of the Rules and
Regulations of Account A to occur on the effective date of the
Reorganization under the Agreement is hereby approved and
authorized.

RESOLVED FURTHER, that the filing with the Securities and
Exchange Commission ("Commission") of a Form N-14 registration
statement on behalf of Account A in connection with the
Reorganization, including the filing of any amendments thereto and
all matters properly incident thereto, is hereby approved and
authorized.

RESOLVED FURTHER, that the appropriate officers and each
of them is hereby authorized to execute and deliver all such
documents, reports and other papers, including, without limitation,
the Agreement, a registration statement on Form N-14, any
application for exemptions from the sections and rules of the 1940
Act, and to do or cause to be done all such acts as he or she may
deem necessary or desirable to carry out the foregoing resolutions
and the intent and purposes thereof, all with the advice and
assistance of counsel, auditors and such other consultants as may
be appropriate.

UNDERWRITING CONTRACT

AGREEMENT dated as of the 20th day of December 1972, between
AMERICAN FIDELITY SECURITIES, INC., a corporation organized under
the laws of the State of Oklahoma and having its principal place
of business in Oklahoma City, Oklahoma (sometimes herein referred
to as "Underwriter"), and AMERICAN FIDELITY VARIABLE ANNUITY FUND
A, a separate account of American Fidelity Assurance Company
organized under Oklahoma insurance law and having an office and
place of business in Oklahoma City, Oklahoma (sometimes herein
referred to as "the Fund").

WITNESSETH:

In consideration of the agreements herein contained and
other consideration, receipt of which by each party is hereby
acknowledged, it is agreed:

1. The Fund hereby appoints the Underwriter as its
exclusive agent to sell and distribute variable annuity contracts
of the Fund at the offering price thereof as from time to time
determined in the manner herein provided. The Underwriter hereby
accepts such appointment and agrees during such period to provide
the services and to assume the obligations herein set forth. The
Underwriter shall receive an underwriting commission of 3% on all
payments received for variable annuity contracts for the services
performed pursuant to this agreement.

2. The Underwriter agrees that variable annuity contracts
will be offered only for use in connection with plans established
by persons entitled to the benefits of the Self-Employed
Individuals Tax Retirement act of 1962, as amended; plans
qualified under Section 401(a) or 403(a) of the Internal Revenue
Code of 1954; and annuity purchase plans adopted by public
schools systems and certain tax-exempt organizations pursuant to
Section 403(b) of the Internal Revenue Code of 1954.

3. Neither the Underwriter nor any other person is
authorized by the Fund to give any information or to make any
representation relative to the Fund's variable annuity contracts
other than those contained in the registration statement or
prospectus filed with the Securities and Exchange Commission as
the same may be amended from time to time or in any supplemental
information to said prospectus approved in writing by the Fund.
The Underwriter agrees that any other information or
representations other than those specified above which it may
make in connection with the offer or sale of variable annuity
contracts shall be made entirely without liability on the part of
the Fund. No person or dealer other than the Underwriter is
authorized to act as agent for the Fund for the purpose of sale
of its variable annuity contracts. The Underwriter agrees that
in offering or selling variable annuity contracts as agent of the
Fund, it will in all respects duly conform to all State and
Federal laws and will indemnify and save harmless the Fund from
any and all liability, damage, or expense on account of any act
of the Underwriter or any representative of the Underwriter
performed in connection therewith. The Underwriter agrees to
indemnify and save harmless the Fund from any and all liability,
damage, or expense on account of any act of the Underwriter or
any representative of the Underwriter performed in connection
therewith. The Underwriter agrees to indemnify and save harmless
the Fund and its officers, managers and employees from and
against any liabilities arising out of statements or failure to
make statements in any registration statement or prospectus of
the Fund for the preparation of which it is responsible or as to
which it has supplied information, and the Fund agrees to
indemnify and save harmless the Underwriter and its officers,
managers and employees, always subject to the limitations
described in Section 17(i) of the Investment Company Act of 1940,
from and against any liabilities arising out of the contents of
any such registration statement or prospectus for the preparation
of which the Underwriter is not responsible or as to which it has
not supplied information. The Underwriter will submit to the
Fund copies of all sales literature before using the same and
will not use such literature if disapproved by the Fund.

4. This agreement shall continue in effect for two years
from the date of its execution and thereafter for successive
periods of one year each if such continuance is approved at least
annually by a majority of the Managers of the Fund who are not
affiliated persons of the Underwriter, or by vote of a majority
of the outstanding voting securities of the Fund, or unless
notice of its discontinuance shall be given by one party hereto
to the other not less than sixty (60) days before its termination
or before the expiration of any succeeding annual period.

5. This Agreement may not be assigned by either party and
shall automatically terminate in the event of an attempted
assignment, provided, however, that the Underwriter may employ
such other person, persons, corporation, or corporations, as it
shall determine, in order to assist it in carrying out this
Agreement.

6. This Agreement may be amended at any time by mutual
agreement in writing of the parties hereto, provided that any
such amendment is approved by a majority of the Managers of the
Fund who are not affiliated persons of the Underwriter or by the
holders of a majority of the voting securities of the Fund.

IN WITNESS WHEREOF, this Agreement has been executed in
triplicate for the Underwriter and the Fund and their respective
corporate seals affixed hereto by their duly authorized officers,
on the day and date first above written.

AMERICAN FIDELITY VARIABLE AMERICAN FIDELITY SECURITIES,
ANNUITY FUND A INC.

CB CAMERON CB CAMERON
CB Cameron CB Cameron
Chairman of the Board of Managers President

EXHIBIT 4.1
AMERICAN FIDELITY ASSURANCE COMPANY
(A Stock Company)
2000 Classen Center
Oklahoma City, Oklahoma

American Fidelity Assurance Company (the Company) will pay each
Participant under this Contract the benefits to which he becomes
entitled under the Contract subject to all of its terms.

The Contract is issued in consideration of: (1) the application,
which is attached; and (2) any payment which the Employer may
make to the Company.

IN WITNESS WHEREOF, the American Fidelity Assurance Company has
caused this Contract to be executed at its Home Office in
Oklahoma City, Oklahoma.

Secretary President

<PAGE>

GROUP DEFERRED VARIABLE ANNUITY
Master Contract
Individual Allocation Separate Account
Non-Participating

ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT ARE BASED ON
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT. THE VALUES ARE
VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.

Part 1
Definitions

Accumulated Value The total value of all Units to the
credit of this Contract.

Annuitant A person receiving annuity payments.

Annuity A contract promising a periodic series
of payments.

Annuity Commencement The first day of any month after the
Participant's retirement, but no
later than the distribution date
required by federal law for the Contract
Owner's tax-qualified Plan.

Annuity Unit Value Value of units for purpose of
calculating amount of annuity payments.

Company American Fidelity Assurance Company,
Oklahoma City, Oklahoma.

Contract Anniversary The anniversary of the Date of Issue of
this Contract.

Contract Owner The Owner of the Contract named in the
application.

Contract Year Any period of one year that begins with
the date of issue or the Contract
anniversary.

Deferred Annuity An annuity to commence at a future date.

Effective Date The date as shown on the application.

Fixed Annuity An annuity providing payments which do
not vary in amount after the first
payment is made.

Immediate Annuity An annuity commencing immediately.

Inactive Participant A participant whose account is no longer
accumulating units, but still has a unit
balance.

Payment Date The Valuation Date on which a premium
payment is received at our Company
unless it is received after the close of
the New York Stock Exchange, in which
case it will be the next Valuation Date.

Participant An employee who participates in the
Plan.

Participant's Account The sum of the units credited to a plan
participant.

Separate Account An account of American Fidelity's assets
which are kept apart from other assets.
This account is invested separately and
is called "The American Fidelity Fund A
Account."

Tax-Qualified Plans Retirement plans qualified under Section
401(a), 401(k), 403(b) or 408 of the
Internal Revenue Code, and governmental
plans and eligible State deferred
compensation plans under Section 414(d)
and 457 of the Internal Revenue Code. A
tax-qualified payroll deduction plan is
a tax-qualified plan which allows plan
participants to make contributions
through the employer's payroll system.

Unit A standard of measurement used to
measure the value of each account.

Unit Value Value assigned to each accumulation Unit
on every Valuation Date.

Valuation Date The Valuation Date is a day on which the
value of the fund is determined.

Valuation Period The Valuation Period is the period
between successive Valuation Dates.

Part 2
General Provisions

The Contract and Application
This Contract and the application, a copy of which is
attached and made a part of this Contract, are the entire
Contract between the Contract Owner and the Company.

If a change in this Contract or a waiver of its terms is
requested by the Contract Owner, the request must be in
writing and will take effect only if signed by an authorized
officer of the Company.

The Company may change this Contract at any time if required
by State or Federal laws. After this Contract has been in
force for three years, the Company may change any term of
the Contract except that benefits already earned by
Participants cannot be decreased and the monthly life
incomes guaranteed in Part 8 cannot be decreased. The
Company will notify the Contract Owner of any change at
least 90 days before the change will take effect.

Non-participating
This Contract is non-participating. It does not share in the
profits or earnings of the Company.

Proof of Age
No lifetime annuity will be paid under this Contract unless
satisfactory proof of age is submitted to the Company by the
person who will receive the benefit. The amount of payment
will be based on the correct age regardless of any prior
record to the contrary.

Assignment
This Contract cannot be assigned except when agreed to by
the Company. All benefits are exempt from the claims of
creditors to the maximum extent allowed by law.

Loans
This Contract does not permit loans by the Participant from
the Cash Value. If the Company, at some future date, permits
such loans, they will be authorized by issuing a rider to
the Certificate held by the Participant after written
application is made by the Participant. In any period when
loans are available, they will be available to all
participants holding a Certificate under this Contract
series. The loan provision may be discontinued without
notice.

Voting Rights
The Contract Owner will have the right to vote at the
Contract Owner's meetings. The number of votes that may be
cast will conform to the Rules and Regulations of the
Separate Account.

Certificates
American Fidelity will issue a Certificate to each
Participant under this Contract. The Certificate is not a
part of this Contract.

Participant Reports
Twice each year, January 1 and June 30, each Participant
will receive a fund statement. This statement will include
the unit value on the reporting date, the account's unit
balance, and the value of those units on that date.

Part 3
Premiums and Unit Accumulation

Contributions by Contract Owner
The Contract Owner will send all premium amounts required
for the Plan to the Company. The Company will apply the
premiums sent by the Contract Owner to the Participant's
Account in order to purchase accumulation Units.

Premium Amounts
The minimum initial premium for each Participant is $20. The
minimum amount of each subsequent premium is $10.

The Company makes the following deductions from each
premium:

(1) 4% from each premium for: sales (3%); administrative
expense (1/4%); and minimum death payment (3/4%);
(2) $.50 administrative charge per payment;
(3) $15.00 one-time certificate issue fee;
(4) premium taxes, if any; and
(5) charges by an Employer or other agency for payroll
reductions or other handling costs.

The balance of each premium after these deductions is called the
net premium.

Application of Net Premium
On the Payment Date, the Company will apply the net premium
to purchase units for the Participant's Account. The number
of units credited will be determined by dividing the net
premium by the current Unit Value.

Discontinued Premiums
If premium payments for a Participant are stopped prior to
the Annuity Commencement Date, the Participant will then
become an Inactive Participant. The number of units in his
or her account will remain constant until one of the
following events occurs:

(1) premium payments resume;
(2) a withdrawal of units occurs; or
(3) an annuity is purchased

Part 4
Determining the Accumulated and Unit Values

Determination of Policy's Accumulated Value
The accumulated value of an account is determined by
multiplying the total number of units in the account by the
current Unit Value.

Determination of the Current Unit Value
The value of a unit was set at $1.00 by the Company on the
first Valuation Date of the Fund. The current Unit Value is
determined by multiplying the Unit Value for the previous
Valuation Date by the Net Investment Factor for the
Valuation Period just ended.

Determination of the Net Investment Factor
The Net Investment Factor is determined by the investment
performance of the assets of the Fund for the Valuation
Period just ended. The Net Investment Factor for any
Valuation Period is equal to 1.000000 plus the applicable
net investment rate for the period, and may be more or less
than 1.000000. The net investment rate is determined by:

(a) taking the sum of the net investment income and capital
gains and losses, realized or unrealized, of the
Separate Account for the Valuation Period, less a
deduction for any applicable taxes; then,

(b) divide the result of (a) by the value of the Fund at
the beginning of the Valuation Period. The gross
investment rate may be positive or negative,

(c) The net investment rate is then determined by deducting
.003521% (1.28525% on an annual basis) from the gross
investment rate.

The values of the assets will be determined at fair value in
accordance with the Rules and Regulations of the Separate
Account.

Part 5
Withdrawals

Withdrawals
A Participant who wants to make a withdrawal should apply to
the Company using a form the Company provides, A partial or
complete withdrawal may be made at any time prior to the
Annuity Commencement Date. The value of the amount withdrawn
will depend on the number of Units withdrawn and the Unit
Value on that Valuation Date.

Termination of Account
In accordance with the above provisions regarding
withdrawals, this policy may be surrendered for its full
Accumulated Value on the date of withdrawal. If the
Accumulated Value of any Participant's Account falls below
$1,000 as the immediate result of a transfer or withdrawal,
that Participant's Account may be terminated at the
Company's sole option. Unless the Participant otherwise
directs in writing, the remaining units in the Participant's
Account will be released and surrendered and the resultant
Accumulated Value paid to the participant in cash. Written
notice of such termination will be mailed to the Contract
Owner at least 31 days in advance.

Delay Due to Impossibility
If a withdrawal is to be made during any period when regular
banking activities have been suspended; or when there is
restricted trading on any stock exchange, the securities of
which are held by any sub-account; or for any period when an
emergency or other circumstances beyond the Company's
control exists and as a result of which the disposal of
securities or other assets, including sale, delivery or
receipt of payment by the Company is not reasonably
practicable or as a result of which it is not reasonably
practicable to determine the value of any account; such
withdrawal or transfer shall be deferred to the earliest
succeeding Valuation Date as of which the above described
circumstances no longer exist. Rules and regulations of the
Securities and Exchange Commission, if any are applicable,
will govern determinations as to suspended or restricted
trading on a stock exchange or emergencies limiting disposal
of securities.

Part 6
Expense Charges

Charges to cover expenses by the Company in the distribution,
asset management and administration of this policy are made in
the manner described below. We reserve the right to vary the
amount of such charges to amounts not exceeding the maximum
amounts stated below.

Sales and Administrative; Minimum Death Payment
A deduction of 4% is taken from each premium payment for
sales (3%), and administrative expenses (1/4%), and for the
minimum death payment (3/4%). The deduction for the minimum
death payment is not applicable after age 65.

In addition, there is an additional administrative charge of
$.50 per Premium payment.

Certificate Issuance Fee
A certificate fee of $15.00 is deducted from the
Participant's first premium payment for each account set up.

Investment Management Charge
As compensation for its investment advisory services, the
Company receives a daily fee of .0008904% (.325% on an
annual basis) of the current value of the Fund for the
Valuation Period.

Mortality and Expense Risk Expense Charges
The mortality and expense risk assumed by the Company is
taken in the form of a daily charge against the Fund equal
to .0026308% (.96025% on an annual basis) of the current
value of the Fund for the Valuation Period.

Part 7
Death Benefits

A death benefit will be paid if the Company receives proof of the
Participant's death at its Home Office. If the Participant's
spouse is the beneficiary, he or she may choose to receive the
account value in any form that the Participant could have chosen
while living.

If the Participant dies before receiving annuity income payments,
the Accumulated Value of the Participant's Account will be paid
to the Participant's beneficiary. The value will be based on the
Valuation Date on which both the proof of death and the
beneficiary's written instructions are received.

If the Participant's death occurs prior to receiving annuity
income payments and prior to age 65, the beneficiary will receive
the greater of:

(1) 100% of all premium payments made by the Participant less
any withdrawals; or
(2) the value of the Participant's Account.

If the Participant's beneficiary is not the Participant's spouse,
such person must:

(1) receive all of the value within five years of the
Participant's death; or
(2) start to receive annuity payments within one year of the
Participant's death for a period not to exceed the
beneficiary's expected lifetime.

If the Participant dies while receiving income payments, the
Company will pay any remaining guaranteed payments to: (a) the
Participant's beneficiary; or (b) the Participant's estate, if no
such beneficiary survives. Any payments made to a beneficiary
must be on a payment schedule at least as rapid as that made to
the Participant.

Part 8
Retirement Benefits

The Participant elects when retirement annuity payments will
begin. This is done by using a form the Company provides, Total
distribution must begin by the age required by federal law for
the Contract Owner's tax-qualified plan. Total distribution is
either:

(1) withdrawal of all the Accumulated Cash Value; or
(2) the first periodic annuity payment under any option
described below,

If no annuity option is elected by the required distribution
date, option 2 , the life variable annuity with 120 monthly
payments certain, may be effected.

The Company has the right to change the frequency of payments.
Should payments become less than $20, the Company may change the
payment intervals to result in payments of at least $20.

Variable Annuity Options
(1) Life Variable Annuity - A variable annuity paid each
month while the Annuitant is living and ending with the
last payment due preceding the date of the Annuitant's
death.

(2) Life Variable Annuity with Payments Certain - A
variable annuity payable monthly and ending with the
last payment due preceding the later of:

(a) the date of the Annuitant's death; or
(b) the end of the certain period elected by the
Annuitant. The period certain may be 10, 15, or 20
years.

If the Annuitant's beneficiary dies before the variable
annuity payments cease, the present value of the
current dollar amount of the remaining certain payment
will be paid to the estate of the beneficiary. This payment
wil be commuted on the basis of 3 1/2% interest compounded
annually.

(3) Unit Refund Life Variable Annuity - A Unit Refund Life
Variable Annuity is a variable annuity payable monthly
during the lifetime of the Annuitant. Upon death, an
additional payment will be made of the value at date of
death of the number of variable annuity units equal to the
excess, if any, of (a) the total amount applied under this
option, divided by the variable annuity unit value on the
date variable annuity installments commence over (b) the
variable annuity units represented by each installment,
multiplied by the number of installments paid prior to
death,

(4) Joint and Last Survivor Variable Annuity -A Joint and Last
Survivor Variable Annuity is a variable annuity providing a
monthly benefit payable during the joint lifetime of the
annuitant and a designated second person and, thereafter,
two-thirds of such monthly benefit payable during the
remaining lifetime of the survivor. There is no
predetermined number of annuity payments.

Because of certain Internal Revenue Code requirements, this
option may not be elected if, as of the date the variable
annuity is effected, the present value of the payment to
which the designated second person may become entitled
exceeds 49% of the present value of all payments provided
for the Annuitant and the designated second person; however,
such limitations shall not apply if the designated second
person is the spouse of the Annuitant.

Variable Annuities
A variable annuity is an annuity with payments which vary in
amount with the net investment result of the Separate
Account. The number of annuity units remains fixed during
the annuity payment period. The number of annuity units is
set by dividing the first monthly payment by the annuity
unit value at the Annuity Commencement Date. The subsequent
annuity payments may change with the value of a variable
annuity unit.

Determining the Variable Annuity Unit Value -
The value of a variable annuity unit is determined by
multiplying the value for the immediately preceding period
by the product of:

(1) the daily net investment factor for the fourteenth
calendar day prior to the valuation date being
calculated; and
(2) .9998794.

Determining the First Payment
The following Table A is used to determine the first monthly
payment. It shows the dollar amount of the first monthly
payment which can be purchased with each $1,000 of value in
the Participant's Account after deducting any premium taxes
not previously deducted. Table A assumes a net investment
rate of 41/2% and mortality is based on the 1983 Table a,
modified.

The value of the Participant's Account is found by
multiplying the Participant's accumulated units by the unit
value on the fourteenth day before the first annuity payment
is due.

The first monthly payment varies according to the option
selected, and the age nearest birthday of the Annuitant.

Amount of Subsequent Monthly Variable Annuity Payments
The amount of the first monthly annuity payment, determined
as above, is divided by the value of a Variable Annuity Unit
for the Valuation Date on which the first payment is due to
determine the number of Variable Annuity Units represented
by the first payment. This number of Variable Annuity Units
remains fixed during the annuity period, and in each
subsequent month, the dollar amount of the annuity payment
is determined on the fourteenth calendar day preceding the
payment date by multiplying this fixed number of Variable
Annuity Units by the value of a Variable Annuity Unit. All
subsequent monthly payments become due on the same day of
the month as the date of the first payment.

TABLE A
VARIABLE ANNUITY OPTIONS
INITIAL AMOUNT OF MONTHLY INCOME FOR EACH $1,000 OF CASH VALUE

LIFE INCOME LIFE INCOME LIFE INCOME
AGE ONLY WITH TEN WITH
NEAREST NO GUARANTEED YEARS INSTALLMENT
BIRTHDAY PERIOD GUARANTEED REFUND

50 $4.86 $4.83 $4.77
51 4.92 4.89 4.82
52 4.99 4.95 4.88
53 5.06 5.02 4.94
54 5.13 5.08 5.00
55 5.21 5.16 5.07
56 5.29 5.23 5.14
57 5.38 5.31 5.21
58 5.47 5.40 5.29
59 5.57 5.49 5.37
60 5.68 5.58 5.46
61 5.79 5.68 5.55
62 5.91 5.79 5.65
63 6.04 5.90 5.75
64 6.18 6.02 5.86
65 6.33 6.14 5.97
66 6.49 6.28 6.09
67 6.66 6.41 6.22
68 6.84 6.56 6.36
69 7.04 6.71 6.51
70 7.25 6.87 6.66
71 7.49 7.03 6.83
72 7.74 7.21 7.00
73 8.01 7.38 7.19
74 8.30 7.57 7.39
75 8.61 7.75 7.60

Fixed Annuity Options

A Participant also has the option to elect forms of fixed
annuities with essentially the same characteristics as
Annuity Options (1) through (4) described in this Part.

Table B applies to Fixed Annuity Options and is based on the
1983 Table a, modified, with interest at the rate of 4% per
year.

TABLE B
FIXED ANNUITY OPTIONS
MONTHLY LIFE INCOME PER $1,000 OF CASH VALUE

LIFE INCOME LIFE INCOME LIFE INCOME
AGE ONLY WITH TEN WITH
NEAREST NO GUARANTEED YEARS INSTALLMENT
BIRTHDAY PERIOD GUARANTEED REFUND

50 $4.55 $4.53 $4.46
51 4.62 4.59 4.51
52 4.68 4.65 4.57
53 4.75 4.72 4.63
54 4.83 4.79 4.69
55 4.91 4.86 4.76
56 4.99 4.94 4.83
57 5.08 5.02 4.90
58 5.17 5.11 4.98
59 5.27 5.20 5.06
60 5.38 5.29 5.15
61 5.50 5.40 5.24
62 5.62 5.50 5.33
63 5.75 5.62 5.44
64 5.89 5.74 5.55
65 6.04 5.86 5.66
66 6.20 6.00 5.78
67 6.37 6.14 5.91
68 6.55 6.28 6.04
69 6.75 6.44 6.19
70 6.96 6.60 6.34
71 7.19 6.76 6.50
72 7.44 6.94 6.67
73 7.71 7.12 6.86
74 8.01 7.30 7.05
75 8.32 7.49 7.26

Part 9
Individual Retirement Annuities

If this Contract is issued as an Individual Retirement Annuity
under Internal Revenue Code Section 408(b), the following
provisions will apply:

Premiums
Premiums may be paid in any amount up to the lesser of:
$2,000; 100% of compensation; or any subsequent limitations
set by Congress. Compensation means income as defined in
Section 219(f)(1) of the Internal Revenue Code. The two
exceptions to the contribution rule are:

(1) a rollover contribution (as allowed under Sections
402(a)(5), 402(a)(7), 403(a)(4), 403(b)(8), 405(d)(3),
408(d)(3), or 409(b)(3)(C) of the Internal Revenue
Code; or

(2) a contribution made as part of a Simplified Employee
Pension (SEP) as described in Section 408(k) of the
Internal Revenue Code.

No part of the premiums paid will be used to purchase life
insurance contracts.

Death Benefit
A death benefit will be paid if the Company receives proof
of the Participant's death at its Home Office.

If the Participant dies before receiving any income
payments, the Company will pay the account value to: (a) the
beneficiary named by the Participant; or (b) the
Participant's estate if no beneficiary survives, If the
beneficiary is the Participant's spouse, such person may
choose to receive payment of the Cash Value in any form that
the Participant could have chosen while living. The spouse
must begin receiving payment by the date the Participant
would have reached age 701/2. If the beneficiary is not the
Participant's spouse, such person must:

(1) receive all of the Cash Value within five years of the
Participant's death; or

(2) start to receive annuity payments within one year of
the Participant's death for a period not to exceed the
beneficiary's expected lifetime.

If the Participant dies while receiving income payments, the
Company will pay any remaining guaranteed payments to: (a)
the Participant's beneficiary; or (b) the Participant's
estate if no such beneficiary survives. Payment made to a
beneficiary must be on a payment schedule at least as rapid
as that made to the Participant. Payment made to an estate
will be the commuted value of the remaining guaranteed
payments.

Retirement Benefits
The Participant decides when retirement payments will begin.
This is done by using a form the Company provides. Total
distribution must begin before age 701/2. Total distribution
occurs upon:

(1) withdrawal of all the Cash Value; or

(2) receipt of the first periodic payment under any option
described in Part 8 of this Contract, provided that no
option selected exceeds the life expectancy of the
Participant.

If a beneficiary is named, the periodic payments cannot
exceed the expected lifetime of the Participant and his or
her beneficiary. Life expectancy and joint and last survivor
life expectancy are computed using section 1.72-9 of the
Income Tax Regulations.

Part 9
Individual Retirement Annuities (Continued)

Cash Withdrawal Benefit
A Participant who wants to withdraw all or some of the Cash
Value should apply to the Company using a form the Company
provides. The Participant must notify the Company of the
intent of the withdrawal. This will allow the Company to
report correctly for state and federal income tax purposes.
The Cash Value will be reduced by the amount of the
withdrawal.

Assignment
No assignment of this Contract or of any of its benefits or
privileges will be recognized. All benefits are exempt from
claims of creditors to the maximum extent permitted by law.
This Contract is not transferable by the Participant. The
entire interest of the Contract is not forfeitable by the
Participant.

Premium Refunds
Any refund of premiums other than excess contributions must
be applied toward future premiums. They must be applied
before the close of the calendar year following the year of
the refund.
<PAGE>
American Fidelity
Assurance Company

2000 Classen Center Oklahoma City, Oklahoma 73106

AMENDMENT RIDER

The contract or certificate to which this rider is attached
is hereby amended as follows:

Tax Code, as used in this rider, refers to the Internal
Revenue Code of 1986, as amended, and any related
regulations or rulings of the Internal Revenue Service.

As required by the Tax Code, the Company may refund any
premiums that:

1. exceed the maximum exclusion allowance as provided
by the Tax Code;
or

2. are employer matching contributions that fall to
pass the average contributions percentage test
under Section 401(m) of the Internal Revenue Code.

The Tax Code does not allow distribution of all or any part
of a participant's individual account attributable to salary
reduction contributions used to purchase accumulation units
for your account after December 31, 1988, or gains on the
account that occur after December 31, 1988, except:

1. when you are age 59 1/2 or older;

2. at your death;

3. if you are disabled as defined in Section 72(m)(7) of
the Internal Revenue Code;

4. if you separate from service with your employer; or

5. in the case of hardship as defined by the Internal
Revenue Service. In the case of hardship, you will
not be entitled to withdraw the gains on your
salary reduction contributions.

However, these restrictions will not apply to withdrawals
that are for the purpose of
making a tax-free transfer to another company as permitted
by law.

If the Tax Code requirements regarding refunds or
withdrawals are changed, the Company will administer this
certificate as required by the changes. If any of the
restrictions listed above are reduced or eliminated, the
Company will automatically use the less restrictive
requirements.

This rider is subject to all of the provisions of the
contract or certificate as long as this rider does not
amend them. This rider will terminate on the same date as
the contract or certificate to which it is attached.

Secretary
<PAGE>
American Fidelity
Assurance Company

2000 Classen Center Oklahoma City, Oklahoma 73106

AMENDMENT RIDER

The contract to which this rider is attached is hereby
amended as follows:

The Investment Management Charge provision is deleted and
replaced by the following:

Investment Management Charge

As compensation for its investment advisory services, the
Company receives a daily fee of .0013698% (.5% on an annual
basis) of the current value of the Fund for the Valuation
Period.

This rider is subject to all of the provisions of the
contract as long as this rider does not amend them. This
rider will terminate on the same date as the contract to
which $4.5 is attached.

Secretary
<PAGE>
American Fidelity
Assurance Company

2000 N. Classen Boulevard Oklahoma City, Oklahoma 73106

AMENDMENT RIDER

The master contract and/or certificate to which this rider is
attached is hereby amended as follows:

Definitions, the following definitions are being added:

Eligible Fund An investment entity

Variable Investment Option A sub-account of the Separate
Account. The Variable
Investment Option provides
benefits which are variable
and are not guaranteed as to
dollar amount.

The definitions of "Separate Account" and "Valuation Date" are
being deleted and replaced by the following:

Separate Account A Separate Account of the Company which
provides Variable Investment Options.
This Account is classified as a unit
investment trust under the Investment
Company Act of 1940. This Account is
called American Fidelity Separate
Account A. Separate Account assets are
kept apart from the Company's other
assets.

Valuation Date A day on which the value of the Variable
Investment Option is determined.

General Provisions, the Voting Rights provision is being deleted;
and the Participant Reports provision is hereby amended as
follows:

Participant Reports
At least twice each calendar year, each Participant will
receive a report showing the value of the Variable
Investment Option, and any other information as required by
law. The Company will also furnish an annual report of the
Separate Account.

Determining the Accumulated and Unit Values, in the master
contract is being amended as follows:

The words "of the Fund" in the first sentence of the
Determination of the Current Unit Value provision are deleted.

The Determination of the Net Investment Factor provision is
replaced by the following:

Determination of the Net Investment Factor
The Net Investment Factor is determined by the investment
performance of the shares of the Eligible Fund held by the
Variable Investment Option for the Valuation Period just
ended. The Net Investment Factor for any Valuation Period is
calculated by:

(a) dividing the value per share of the Eligible Fund held
by the Variable Investment Option at the end of the
current Valuation Period by the value per share of the
Eligible Fund held by the Variable Investment Option at
the end of the prior Valuation Period, and then

(b) deducting the mortality and expense risk charge of
.0026308% (.96025% on an annual basis) per share from
the Variable Investment Option.

Values of each share of the Eligible Fund are determined in
accordance with valuation procedures established by the Eligible
Fund.

Expense Charges, in the master contract under The Investment
Management Charge provision is deleted; and the Mortality and
Expense Risk Charges provision is replaced by the following:

Mortality and Expense Risk Charges
Each Valuation Period, we deduct charges from the Separate
Account for Mortality and Expense Risk. The Mortality and
Expense charge compensates us for assuming the mortality and
expense risks under this policy. The charges are equal to
the percentages shown in the Determination of the Net
Investment Factor provision.

Retirement Benefits, the words 'Separate Account" in the first
sentence of the Variable Annuities provision section, are
replaced by the words "Variable Investment Option".

This rider replaces Amendment Rider AAMD-30 to the contract and
is subject to all of the provisions of the contract or
certificate as long as this rider does not amend them. This rider
will terminate on the same date as the contract or certificate to
which it is attached.

Secretary
<PAGE>
American Fidelity
Assurance Company

2000 Classen Center Oklahoma City, Oklahoma 73106

INDIVIDUAL RETIREMENT ANNUITY RIDER

The policy to which this rider is attached is hereby amended as
follows:

This rider is attached to and made a part of the Annuity Contract
(the "Contract") issued by American Fidelity Assurance Company to
qualify the Contract as an Individual Retirement Annuity under
Section 408(b) of the Internal Revenue Code (the "Code"), as the
same may be amended or supplemented from time to time. All
references to Code Sections are to those Sections as they may be
amended and/or renumbered from time to time. If any provisions of
the Contract conflict with this rider, the provisions of this
rider will apply.

ARTICLE I - OWNERSHIP

The individual who participates in this individual
retirement annuity (the "Owner') is the owner of the
Contract. The Contract is established for the exclusive
benefit of the Owner and his or her Beneficiary. The Owner
may exercise all rights under the Contract during his or her
lifetime. The Owner's interest in the Contract is
nonforfeitable and nontransferable. The Contract may not be
sold, assigned, discounted or pledged as collateral or as
security for the performance of an obligation or for any
other purpose. Separate records will be maintained for the
interest of each individual.

ARTICLE II - DEPOSIT LIMITS

American Fidelity Assurance Company may accept deposits on
behalf of the Owner for a tax year of the Owner. Deposits
shall be in cash and shall not be fixed, and the total
deposit shall be limited to a maximum of $2,000 for any tax
year unless the deposit is a rollover contribution described
in Section 402(c), 403(a)(4), 403(b)(8) or 408(d)(3) of the
Code or an employer contribution to a simplified employee
pension plan as described in Section 408(k) of the Code.

Any refund of premiums (other than those attributable to
excess deposits) will be applied, before the close of the
calendar year following the year of the refund, toward the
payment of future premiums or the purchase of additional
benefits.

ARTICLE III - NO LIFE INSURANCE OR COLLECTIBLES

No part of the Contract may be invested in life insurance
nor may any part of the Contract be invested in collectibles
(within the meaning of Section 408(m) of the Code).

ARTICLE IV - DISTRIBUTION LIMITS

1. The distribution of an individual's interest shall be made
in accordance with the minimum distribution requirements of
Section 408(b)(3) of the Code and the regulations
thereunder, including the incidental death benefit
provisions of Section 1.401(a)(9)-2 of the proposed
regulations, all of which are herein incorporated by
reference. Life expectancy is computed by use of the
expected return multiples in Tables V and VI of Section
1.72-9 of the Income Tax Regulations. Unless otherwise
elected by the owner by the time distributions are required
to begin, life expectancies shall be made without regard to
recalculation. Such election shall be irrevocable by the
Owner and shall apply to all subsequent years.

2. The Owner's entire interest in the Contract must be
distributed or begin to be distributed, by the Owner's
required beginning date, which is the April 1 following the
calendar year in which the Owner reaches age 70 1/2. For
each succeeding year, a distribution must be made on or
before December 31. By the required beginning date the Owner
may elect, in a manner acceptable to American Fidelity
Assurance Company, to have the balance in the Contract
distributed in one of the following forms:

a. a single sum payment;

b. equal or substantially equal payments over the life of
the Owner;

c. equal or substantially equal payments over the lives of
the Owner and his or her designated beneficiary;

d. equal or substantially equal payments over a specified
period that may not be longer than the Owner's life
expectancy;

e. equal or substantially equal payments over a specified
period that may not be longer than the joint life and
last survivor expectancy of the Owner and his or her
designated beneficiary.

3. Payments must be made in periodic payments at intervals of
no longer than one year. If the Owner elects distributions
in the form of annuity payments, the payments must be either
nonincreasing or they may increase only as provided in Q. &
A. F-3 of Section 1.401 (a)(9)-l of the Proposed Income Tax
Regulations.

4. If the Owner does not elect a method of payout by the April
1 following the calendar year in which he or she reaches age
70 1/2, American Fidelity Assurance Company shall have
complete and sole discretion to make payments pursuant to
one of the forms described in paragraph 2 above.

5. If the Owner rolls over or transfers individual retirement
annuity or account (IRA) funds or qualified retirement plan
funds into the Contract, within the meaning of Code Section
402(c), after April 1 of the year following the year he or
she attained age 70 1/2, the choice of the method of payout
will be made according to whether the Owner had elected to
recalculate or to not recalculate the minimum distributions
from the distributing or transferring plan, as follows:

a. If the Owner elected to not recalculate the minimum
distributions from the distributing or transferring
plan, the payout option applicable for this Contract
must be made over a period certain not exceeding the
remaining applicable life expectancy. The remaining
applicable life expectancy is the applicable life
expectancy used to determine the minimum distribution
from the distributing or transferring plan for the year
in which the transaction occurs (the distribution which
may not be rolled over or transferred into this
receiving plan), minus 1.0. Payout may not be made for
the life of the Owner or for the lives of the Owner and
the Beneficiary.

b. If the Owner elected to recalculate the minimum
distributions, payout from this Contract may be made
(1) for the life of the Owner, (2) for the lives of the
Owner and the Beneficiary, (3) for the life of the
Owner or for the lives of the Owner and the Beneficiary
with a period certain not longer than the remaining
applicable life expectancy, or (4) a period certain not
longer than the remaining applicable life expectancy.
The remaining applicable life expectancy is the
applicable life expectancy used to determine the
current year minimum distribution from the distributing
or transferring plan for the year in which the
transaction occurs (the distribution which may not be
rolled over or transferred into this receiving plan),
minus 1.0.

6. If the Owner receives payout according to a period certain,
the period certain may not be lengthened after the date
payout begins, even if the original period established is
shorter than the maximum permitted.

7. If the payout option is a life annuity or a life annuity
with a period certain not exceeding 20 years, the following
rule will apply. The first payout made on or before the
April 1 following the year the Owner attained age 70-1/2 must
be in the amount required for one payout interval. The
second payout need not be made until the end of the next
payout interval, even if that payout interval ends in the
next calendar year. If the payout schedule is a period
certain annuity without a life contingency or a life annuity
with a period certain exceeding 20 years, period payout for
each distribution calendar year (i.e., a year for which a
minimum distribution is required) will be combined and
treated as an annual amount. The amount which is required to
be distributed on or before April 1 following the year the
Owner attains age 70 1/2 is the annual amount for the
Owner's first distribution calendar year. The annual amount
for other distribution calendar years, including the annual
amount for the calendar year in which the Owner's required
beginning date occurs, must be distributed on or before
December 31 of the calendar year for which the distribution
is required.

8. If the Owner dies before his or her entire interest is
distributed, the entire remaining interest will be
distributed as follows:

a. If the Owner dies on or after distributions have begun
under Article IV, Section 2, the entire remaining
interest must be distributed at least as rapidly as
provided under the section,

b. If the Owner dies before distributions have begun under
Article IV, Section 2, the entire remaining interest
must be distributed as elected by the Owner or, if the
Owner has not so elected, as elected by the beneficiary
or beneficiaries, as follows:

1) by December 31st of the year containing the fifth
anniversary of the Owner's death; or
2) in equal or substantially equal payments over the
life or life expectancy of the designated
beneficiary or beneficiaries starting by December
31st of the year following the year of the Owner's
death. If, however, the beneficiary is the Owner's
surviving spouse, then this distribution is not
required to begin before December 31st of the year
in which the Owner would have turned 70 1/2.

c. If the beneficiary is the Owner surviving spouse, the
spouse may treat the Owner's IRA as his or her own IRA.
This will be deemed to have occurred if such surviving
spouse makes a regular contribution to the IRA, or
fails to elect any of the above provisions. In
addition, the beneficiary may roll over or transfer the
Owner's interest to the beneficiary's own IRA if the
beneficiary is the Owner's surviving spouse.

9. Unless other wise elected by the owner prior to the
commencement of distributions under Article IV, Section 2,
or, if applicable, by the surviving spouse where the Owner
dies before distributions have commenced, life expectancies
of an Owner or spouse beneficiary shall be recalculated
annually for purposes of distributions under this Article.
An election not to recalculate shall be irrevocable and
shall apply to all subsequent years. The life expectancy of
a nonspouse beneficiary shall not be recalculated.

10. An individual may satisfy the minimum distributions
requirements under Sections 408(a)(6) and 408(b)(3) of the
Code by receiving a distribution from one IRA that is equal
to the amount required to satisfy the minimum distribution
requirements for two or more IRAs. For this purpose, the
Owner of two or more IRAs may use the "alternative method"
described in Notice 88-38, 1988-1 C.B 524, to satisfy the
minimum distribution requirements described above.

ARTICLE V - REPORTING

Unless the Owner dies, is disabled (as defined in Code
Section 72(m)), or reaches age 59 1/2 before any amount is
paid out from the Contract, American Fidelity Assurance
Company must receive from the Owner a statement explaining
how he or she intends to dispose of the amount paid out.

The Owner agrees to provide American Fidelity Assurance
Company with information necessary for American Fidelity
Assurance Company to prepare any report required under
Section 408(i) of the Code and Regulations Sections 1.408-5
and 1.408-6.

American Fidelity Assurance Company agrees to submit reports
to the Internal Revenue Service.

ARTICLE VI - AMENDMENTS

Any amendment made for the purpose of complying with
provisions of the Code and related regulations may be made
without the consent of the Owner. The Owner will be deemed
to have consented to any other amendment unless the Owner
notifies American Fidelity Assurance Company that he or she
does not consent within 30 days from the date American
Fidelity Assurance Company mails the amendment to the Owner.

ARTICLE VII - RESPONSIBILITY OF THE PARTIES

American Fidelity Assurance Company shall not be responsible
for any penalties, taxes, judgments or expenses incurred by
the Owner in connection with this IRA and shall have no duty
to determine whether any contributions to or distributions
from this IRA comply with the Code, regulations or rulings.

This rider is subject to all of the provisions of the policy
as long as this rider does not amend them. This rider will
terminate on the same date as the policy to which it is
attached.

Secretary
<PAGE>

American Fidelity
Assurance Company

2000 Classen Boulevard Oklahoma City, Oklahoma 73106

403(b) ANNUITY RIDER

The policy to which this rider is attached is hereby amended as
follows:

This Endorsement is attached to and made apart of the Annuity
Contract (the "Contract") issued by American Fidelity Assurance
Company (the "Issuer") to qualify the Contract as a tax-sheltered
annuity under Section 403(b) of the Internal Revenue Code (the
"Code"), as the same may be amended or supplemented from time to
time. If any provisions of the Contract conflict with this
Endorsement, the provisions of this Endorsements will apply.

ARTICLE I - PURPOSE

1. It is the intent of the Employer by the authorization of a
403(b) arrangement to allow employees to augment their
retirement income through participation in this 403(b)
Agreement.

2. The Participant is solely responsible for determining the
amount of premiums contributed to the 403(b) Agreement. The
Participant accepts full responsibility for any and all tax
ramifications resulting from participation in the 403(b)
Agreement. The 403(b) Agreement is purchased by the Employer
for the exclusive benefit of the Participant.

3. By electing to reduce his or her compensation and have the
Employer contribute into the 403(b) Agreement, the
Participant will not be taxed on contributions or earnings
attributable to such contributions until a distribution is
taken.

ARTICLE II - PARTICIPATION

1. A Participant may elect to participate in the 403(b)
Agreement by executing the Contract and this Endorsement and
signing and delivering any form or document as may be
required by the Employer or Issuer.

2. A Participant may modify his or her payroll deduction
election with the Employer once each tax year. An election
is effective on a prospective basis only.

3. An election to participate shal I be effective as of a
reasonable period following the delivery of the election
form to the Employer. Such period shall be uniform for all
employees of the Employer.

ARTICLE III - PREMIUMS

1. A Participant may elect to reduce his or her Includible
Compensation and have such amounts contributed as premiums
to the 403(b) Agreement.

a. Any amounts contributed as premiums to the 403(b)
Agreement for a Participant's tax year shall reduce the
Participant's Includible Compensation for such tax
year.

b. The premiums contributed to the 403(b) Agreement and
the reduction in a Participant's Includible
Compensation shall not exceed the applicable
limitations for such reductions as described in the
Code. The premiums may be based on any valid election
made by the Participant to use any special increase
options.

2. The Employer, in its sole discretion, retains the right to
make Employer contributions on behalf of those Participants
entitled to such contributions.

The amount of the contribution shall be set forth in the
plan document governing such contributions. The amount of
the contributions shall not exceed any applicable federal or
state limitations on such Employer contributions and shall
be made in a nondiscriminatory manner as determined by
applicable law and regulation. This ' Endorsement and the
Contract shall not necessarily comply with the provisions of
any plan document maintained by the Employer for purposes of
Employer contributions. Notwithstanding the previous
sentence, the Issuer may, at its option, agree to conform
this Endorsement and the Contract to the provisions of any
plan document for Employer contributions, provided the
Employer furnishes a copy of such plan document to the
Issuer for review.

The Employer contributions made for a Participant shall be
fully vested at all times and the Participant may take a
distribution of the Employer contributions and earnings
thereon as of the times specified in Article IV.

3. In no event shall the premiums for a tax year on behalf of a
Participant exceed the maximum allowable amounts permitted
under current law or regulation.

a. The maximum premium contributed for a tax year on
behalf of a Participant, when aggregated with other
amounts contributed through the Employer (or controlled
group of Employers under IRC 414(b), (c), (m) or (o)),
shall not exceed the lesser of the maximum permitted
amount for a Participant under Sections 403(b)(2) and
415(c) of the Code for that year.

b. The maximum of all premiums contributed during a
calendar year for the Participant shall not exceed the
limitations set forth in Section 402(g) of the Code.

4. The Participant is solely responsible for determining his or
her maximum annual premium.

5. The Participant may transfer to the Issuer amounts from
other403(b) arrangements. The Participant shall certify in a
manner acceptable to the Issuer that such amounts are
eligible for transfer.

ARTICLE IV - PAYMENT OF BENEFITS

1. A Participant may elect to receive benefits from the 403(b)
Agreement only upon the Participant's certification, in a
form and manner acceptable to the Issuer, that the
Participant has separated from service, attained age 59 1/2,
is Disabled or is encountering a financial hardship.

If the value of the contract immediately preceding the 1989
plan year is ascertainable, such pre-1989 amounts are not
subject to the distribution limitations described above.

2. The surviving beneficiary of the Participant may elect to
receive benefits from the 403(b) Agreement upon the death of
the Participant.

3. The benefit shall be paid to the Participant or beneficiary
in a form permitted under the Contract.

4. At the election of a Participant (or the surviving spouse
beneficiary of a deceased Participant) the Issuer shall pay
any eligible rollover distribution to an individual
retirement plan described in Section 408 of the Code or
another annuity contract or account described in Section
403(b) of the Code in a direct rollover for that Participant
(or beneficiary). The term "eligible rollover distribution"
shall have the meaning set forth in Sections 402(c)(2) and
(4) of the Code and Q&A-3 through Q&A-8 of Treasury
Regulations Section 1.402(c)-2T.

The Participant (or surviving spouse beneficiary) who
desires a direct rollover must specify the individual
retirement plan or 403 (b) plan to which the eligible
rollover distribution is to be paid and satisfy such other
reasonable requirements as the Issuer may impose.

5. Benefit payments shall conform to the minimum distribution
requirements of Section 401(a)(9) of the Code and
Regulations thereunder, including Treasury Regulations
Section 1.401 (a)(9)-2 and 1.403(b)-2.

If the value of the 403(b) Agreement prior to 1987 is
determinable, the pre-87 amount need not be subject to a
required minimum distribution until the calendar year the
Participant attains age 75.

6. Notwithstanding any other provision to the contrary, the
Issuer may make an immediate single sum distribution to the
Participant or beneficiary (it applicable) if the value of
the 403(b) Agreement does not exceed $3,500 and if the
Participant or beneficiary is currently eligible to receive
benefit payments.

ARTICLE V - AMENDMENT AND TERMINATION

1. The Issuer reserves the right to amend the 403(b) Agreement
at anytime by giving at least 30 days written notice to the
Participant.

2. The Participant reserves the right to terminate further
premiums to his or her 403(b) Agreement by executing and
delivering proper written notice to the Employer and the
Issuer.

ARTICLE VI - MISCELLANEOUS

1. The Issuer shall provide all required reports to the
Participant or Employer if applicable.

2. The Participant agrees to provide the Issuer all information
necessary for the Issuer to perform its duties under this
403(b) Agreement.
3. The Participant warrants that any information he or she
supplies is correct and maybe fully relied upon by the
Issuer.

4. The Contract and the Endorsement is intended to qualify as a
tax-sheltered annuity under Section 403(b) of the Code. The
Contract and the Endorsement shall be interpreted and
operated with this intent.

5. The Employer and Participant shall, to the extent permitted
under law, indemnify and hold the Issuer, its employees and
agents harmless from and against any liability which may
occur in the administration of the 403(b) Agreement unless
arising from the Issuer's breach of its responsibilities
under this 403(b) Agreement. By execution of this 403(b)
Agreement, it is the specific intention of the parties
that no fiduciary duties be conferred upon the Issuer, its
employees or agents nor shall any be implied from this
403(b) Agreement or the acts of the issuer, its employees or
agents.

6. The Issuer may charge fees in connection with the 403(b)
Agreement. In addition, the issuer has the right to be
reimbursed for any taxes or expenses incurred by or on
behalf of the 403(b) Agreement. The lssuer reserves the
right to change its fee schedule, or add new fees, at
anytime upon 30 days prior written notice to the
Participant.

7. To the extent not governed by federal law, the 403(b)
Agreement shall be governed by the laws of the state in
which the Contract is issued. If any provisions of this
403(b) Agreement shall for any reason be deemed invalid or
unenforceable, the remaining provisions shall, nevertheless,
continue in full force and effect and shall not be
invalidated.

8. The 403(b) Agreement shall be nonforfeitable at all times.
The Participant may not assign, pledge or in any manner
encumber this 403(b) Agreement, nor shall this 403(b)
Agreement be subject to garnishment, attachment, execution
or levy of any kind.

9. Upon receipt of a domestic relations order the issuer may
retain an independent third party to determine if the order
is a Qualified Domestic Relations Order pursuant to Section
414(p) of the Code. The Issuer may charge to the account any
and all expenses associated with the determination.

ARTICLE VII - DEFINITIONS

1. Contract - Shall mean the underlying annuity agreement
issued by the Issuer in its entirety and any attachment or
riders attached hereto.

2. Disabled - Shall mean the inability to engage in any
substantial gainful activity by reason of a medically
determinable -physical or mental impairment which can be
expected to result in death or to be of an indefinite nature
as defined in Section 72(m)(7) of the Code.
3. Employer -Shall mean an Employer described in Section 501
(c)(3) of the Code which is exempt from tax under Section
501 (a) of the Code, an educational organization described
in Section 170(b)(1)(A)(ii) of the Code, a state, a
political subdivision of a state, or an agency or
instrumentality of a state.

4. 403(b) Agreement - Shall mean the Contract as modified by
this Endorsement.

5. Includible Compensation -Shall mean the compensation
received from the Employer which is includible income of the
Employee as defined in section 403(b)(3) of the Code.
Includible Compensation shall not exceed $150,000, as
adjusted for increases in the cost-of-living in accordance
with Section 401 (a)(17)(B) of the Code.

6. Participant -Shall mean any current or former employee who
has made valid premium payments to the 403(b) Contract.

This rider is subject to all of the provisions of the policy as
long as this rider does not amend them. This rider will terminate
on the same date as the policy to which it is attached.

Secretary

<PAGE>
American Fidelity
Assurance Company

2000 N. Classen Boulevard Oklahoma City, Oklahoma 73106

ROTH INDIVIDUAL RETIREMENT ANNUITY RIDER

This rider is attached to and made a part of the annuity Policy
(the "Policy") issued by American Fidelity Assurance Company to
qualify the Policy as a Roth Individual Retirement Annuity (IRA)
under Section 408A of the Internal Revenue Code (the "Code"), as
the same may be amended or supplemented from time to time. All
references to Code Sections are to those Sections as they may be
amended and/or renumbered from time to time. If any provisions of
the Policy conflict with this rider, the provisions of this rider
will apply.

THIS IS A ROTH CONVERSION IRA.

ARTICLE I - OWNERSHIP
The individual who participates in this Roth IRA (the "Owner") is
the Owner of the Policy. The Policy is established for the
exclusive benefit of the Owner and his or her Beneficiary. The
Owner may exercise all rights under the Policy during his or her
lifetime. The Owner's interest in the Policy is nonforfeitable
and nontransferable. The Policy may not be sold, assigned,
discounted or pledged as collateral or as security for the
performance of an obligation or for any other purpose. Separate
records will be maintained for the interest of each individual.

ARTICLE II - DEPOSIT LIMITS
American Fidelity Assurance Company may accept deposits on behalf
of the Owner for a tax year of the Owner. Deposits shall be in
cash and shall not be fixed If the Roth IRA is not designated as
a Roth Conversion IRA, then except in the case of a rollover
contribution described in Section 408A(e), we will accept
deposits up to a maximum of $2,000 for any tax year of the Owner.
If the Owner also maintains an IRA under Section 408(a) or 408(b)
of the Internal Revenue Code, the maximum $2,000 premium to the
Owner's Roth IRA under Section 408A is reduced by any
contributions or premiums the Owner makes to his or her IRAs
under Sections 408(a) and 408(b). The Owner's total annual
contributions to all IRAs under Section 408(a), 408(b) and 408A
cannot exceed the lesser of $2,000 or 100 percent of the Owner's
compensation.

If this Roth IRA is designated as a Roth Conversion IRA, no
deposits other than IRA conversion contributions made during the
same tax year will be accepted.

No contributions will be accepted under either a SIMPLE plan or a
SEP plan established by any employer pursuant to Code Sections
408(p) and 408(k) respectively. Transfer or rollover
contributions may be made to this Roth IRA from the custodian,
trustee or issuer of another Roth IRA and such other types of
IRAs and plans as permitted by statute, regulations or other IRS
pronouncement.

Any refund of premiums (other than those attributable to excess
deposits) will be applied, before the close of the calendar year
following the year of the refund, toward the payment of future
premiums or the purchase of additional benefits.

ARTICLE III - DISTRIBUTION LIMITS

1. The Owner's interest in the Contract is not subject to the
required distribution rules of Section 401(a)(9)(A), nor is
the Policy subject to the incidental death benefit
requirements of Section 401 (a).

2. The Owner may elect, in a manner acceptable to American
Fidelity Assurance Company, to have the balance in the
Policy distributed in one of the following forms:

a. a single sum payment;

b. equal or substantially equal payments over the life of
the owner;

c. equal or substantially equal payments over the lives of
the Owner and his or her designated Beneficiary;

d. equal or substantially equal payments. over a specified
period that may not be longer than the Owner's life
expectancy;

e. equal or substantially equal payments over a specified
period that may not be longer than the joint life and
last survivor expectancy of the Owner and his or her
designated Beneficiary;

f. any other increments permitted under the Policy.

3. If the Owner dies before his or her entire interest is
distributed to him or her and the Owner's surviving spouse
is not the sole Beneficiary, the entire remaining interest
will, at the election of the Owner or, if the Owner has not
so elected, at the election of the Beneficiary or
Beneficiaries, either:

a. Be distributed by December 31 of the year containing
the fifth anniversary of the Owner's death, or

b. Be distributed over the life expectancy of the
designated Beneficiary starting no later than December
31 of the year following the year of the Owner's death.

If distributions do not begin by the date described in b.,
distribution method a. will apply.

4. In the case of distribution method 3.b. above, to determine
the minimum annual payment for each year, divide the Owner's
entire interest in the annuity as of the close of business
on December 31 of the preceding year by the life expectancy
of the designated Beneficiary using the attained age of the
designated Beneficiary as of the Beneficiary's birthday in
the year distributions are required to commence and subtract
1 for each subsequent year.

5. It the Owner's spouse is the sole Beneficiary on the Owner's
date of death, he or she may treat the Roth IRA as his or
her own Roth IRA and would not be subject to the required
minimum distribution rules. The Owner's surviving spouse
will also be entitled to such additional Beneficiary payment
options as are permitted under the law or related
regulations.

All distributions made pursuant to paragraphs 3, 4 and 5 of
this Article III shall be made in accordance with the
applicable requirements of Section 401(a)(9) of the Code and
the regulations thereunder. Unless payments are being made
in accordance with the five year rule described above,
payments must be made in periodic payments at intervals of
no longer than one year. If a Beneficiary elects
distribution in the form of annuity payments, the payments
must be either nonincreasing or they may increase only as
provided in Q&A F-3 of Section 1.401 (a)(9)-1 of the
Proposed Income Tax Regulations. For purposes of
distributions beginning after the Owner's death, life
expectancy is computed by use of the expected return
multiples in Tables V and VI of Section 1.72-9 of the Income
Tax Regulations.

ARTICLE IV - REPORTING
The Owner agrees to provide American Fidelity Assurance Company
with information necessary for American Fidelity Assurance
Company to prepare any report required under the Internal Revenue
Code and Regulations including Section 408(i) and 408A(d)(3)(E)
and Regulations Sections 1.408-5 and 1.408-6 and under guidance
published by the Internal Revenue Service.

American Fidelity Assurance Company agrees to submit reports to
the Internal Revenue Service.

ARTICLE V - AMENDMENTS
Any amendment made for the purpose of complying with provisions
of the Code and related regulations may be made without the
consent of the Owner. The Owner will be deemed to have consented
to any other amendment unless the Owner notifies American
Fidelity Assurance Company that he or she does not consent within
30 days from the date American Fidelity Assurance Company mails
the amendment to the Owner.

ARTICLE VI - RESPONSIBILITY OF THE PARTIES
American Fidelity Assurance Company shall not be responsible for
any penalties, taxes, judgments or expenses incurred by the Owner
in connection with this IRA and shall have no duty to determine
whether any contributions to or distributions from this IRA
comply with the Code, regulations or rulings.

This rider is subject to all of the provisions of the Policy as
long as this rider does not amend them. This rider will terminate
on the same date as the policy to which it is attached.

Secretary

<PAGE>

American Fidelity Assurance Company

2000 Classen Oklahoma City, Oklahoma

Master Application
for
Group Deferred Variable Annuity

Application is hereby made to American Fidelity Assurance Company
for a Group Deferred Variable Annuity Contract. The Contract is
to be issued on the basis of the following statements:

(1) Applicant (Owner):

(2) Address:

(3) Type of Business:

(4) Type of Tax-Qualified Plan:

. Corporate Pension/HR-10 Plan

. 401(k) Plan

. 403(b) Tax-Deferred Annuity

. Individual Retirement Annuity Account under 408(b)

(5) Effective Date:

ALL PAYMENTS AND VALUES PROVIDED BY THE CONTRACT(S) BEING APPLIED
FOR ARE BASED ON THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT.
THE VALUES ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR
AMOUNT.

I have received a copy of the current Group Variable Annuity
Contract Prospectus.

Dated this _____ day of ______________, 19__, at

Name of Group or Owner

Address

City State Zip

Signature of Employer or Owner

EXHIBIT 4.2
AMERICAN FIDELITY ASSURANCE COMPANY
(A Stock Company)
2000 Classen Center
Oklahoma City, Oklahoma

American Fidelity Assurance Company (the Company) certifies
that it has issued and delivered to the Employer the Contract
shown below. This Certificate is evidence that the person named
below is a Participant under the Contract.

This Certificate is issued in consideration of: 1) the
application, which is attached; and 2) the payment by the
Employer of any contribution which the Employer may elect to make
to the Company.

Name of Participant

Date of Birth of Participant Certificate No.

Beneficiary

Relationship

Name of Employer

Group Deferred Variable Annuity Contract No.

The benefits and terms of the Contract are described in this
Certificate. It takes the place of and cancels any other
Certificate issued to the Participant under the Contract.

Secretary President

GROUP DEFERRED VARIABLE ANNUITY
Certificate
Individual Allocation Separate Account
Non-Participating

ALL PAYMENTS AND VALUES PROVIDED IN THIS CERTIFICATE ARE BASED ON
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT. THE VALUES ARE
VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.

Part 1
Definitions

Accumulated Value The total value of all Units to the
credit of the Participant.

Annuitant A person receiving annuity payments.

Annuity A contract promising a periodic series
of payments.

Annuity Commencement The first day of any month after the
Participant's retirement, but no later
than the distribution
Date date required by federal law for the
Contract Owner's tax-qualified Plan.

Annuity Unit Value Value of units for purpose of
calculating amount of annuity payments.

Company American Fidelity Assurance Company,
Oklahoma City, Oklahoma.

Contract Anniversary The anniversary of the Date of Issue of
the Contract.

Contract Owner The Owner of the Contract named in the
application.

Contract Year Any period of one year that begins with
the date of issue or the Contract
anniversary.

Deferred Annuity An annuity to commence at a future date.

Effective Date The date as shown on the application.

Fixed Annuity An annuity providing payments which do
not vary in amount after the first
payment is made.

Immediate Annuity An annuity commencing immediately.

Inactive Participant A participant whose account is no longer
accumulating units, but still has a unit
balance.

Participant An employee who participates in the
Plan.

Participant's Account The sum of the units credited to a plan
participant.

Separate Account An account of American Fidelity's assets
which are kept apart from other assets.
This account is invested separately and
is called "The American Fidelity Fund A
Account."

Unit A standard of measurement used to
measure the value of each account.

Unit Value Value assigned to each accumulation Unit
on every Valuation Date.

Valuation Date The Valuation Date is a day on which the
value of the fund is determined.

Valuation Period The Valuation Period is the period
between successive Valuation Dates.

Part 2
General Provisions

Participation
To become a Participant, an Employee must complete an
application supplied by the Company. The application must be
sent to the Company. The Company will send a Certificate to
each Participant. It will summarize the terms of the
Contract.

Changes by the Contract Owner
If a change in the Contract or a waiver of its terms is
requested by the Contract Owner, the request must be in
writing and will take effect only if signed by an authorized
officer of the Company.

Changes by the Company
The Company may change the Contract at any time if required
by State or Federal laws. After the Contract has been in
force for three years, the Company may change any term of
the Contract except that benefits already earned by
Participants cannot be decreased and the monthly life
incomes guaranteed in Part 8 cannot be decreased. The
Company will notify the Contract Holder of any change at
least 90 days before the change will take effect.

Non-participating
The Contract is non-participating, It does not share in the
profits or earnings of the Company.

Proof of Age
No lifetime annuity will be paid under the Contract unless
satisfactory proof of age is submitted to the Company by the
person who will receive the benefit. The amount of payment
will be based on the correct age regardless of any prior
record to the contrary.

Assignment
The Contract cannot be assigned except when agreed to by the
Company. All benefits are exempt from the claims of
creditors to the maximum extent allowed by law.

Loans
The Contract does not permit loans by the Participant from
the Cash Value. If the Company, at some future date, permits
such loans, they will be authorized by issuing a rider to
the Certificate held by the Participant after written
application is made by the Participant. In any period when
loans are available, they will be available to all
participants holding a Certificate under this Contract
series. The loan provision may be discontinued without
notice.

Voting Rights
The Contract Owner will have the right to vote at the
Contract Owner's meetings. The number of votes that may be
cast will conform to the Rules and Regulations of the
Separate Account.

Part 3
Premiums and Unit Accumulation

Contributions by Contract Owner
The Contract Owner will send all premium amounts required
for the Plan to the Company, The Company will apply the
premiums sent by the Contract Owner to the Participant's
Account in order to purchase accumulation Units.

Premium Amounts
The minimum initial premium for each Participant is $20. The
minimum amount of each subsequent premium is $10.

The Company makes the following deductions from each
premium:

(1) 4% from each premium for: sales (3%);
administrative expense (1/4%); and minimum death
payment (3/4%);
(2) $.50 administrative charge per payment;
(3) $15.00 one-time certificate issue fee;
(4) premium taxes, if any; and
(5) charges by an Employer or other agency for payroll
reductions or other handling costs.

The balance of each premium after these deductions is called
the net premium.

(1) premium payments resume;
(2) a withdrawal of units occurs; or
(3) an annuity is purchased.

Part 4
Withdrawals

Withdrawals
A Participant who wants to make a withdrawal should apply to
the Company using a form the Company provides. A partial or
complete withdrawal may be made at any time prior to the
Annuity Commencement Date. The value of the amount withdrawn
will depend on the number of Units withdrawn and the Unit
Value on that Valuation Date.

Part 5
Death Benefits

A death benefit will be paid if the Company receives proof of the
Participant's death at its Home Office. If the Participants
spouse is the beneficiary, he or she may choose to receive the
account value in any form that the Participant could have chosen
while living.

If the Participant's death occurs prior to receiving annuity
income payments and prior to age 65, the beneficiary will receive
the greater of:

(1) 100% of all premium payments made by the Participant
less any withdrawals; or
(2) the value of the Participant's Account.

If the Participant's beneficiary is not the Participant's spouse,
such person must:

(1) receive all of the value within five years of the
Participant's death; or
(2) start to receive annuity payments within one year of
the Participant's death for a period not to exceed the
beneficiary's
expected lifetime.

Part 6
Retirement Benefits

The Participant elects when retirement annuity payments will
begin. This is done by using a form the Company provides. Total
distribution must begin by the age required by federal law for
the Contract Owner's tax-qualified plan. Total distribution is
either:

(1) withdrawal of all the Accumulated Cash Value; or
(2) the first periodic annuity payment under any option
described below.

If no annuity option is elected by the required distribution
date, option 2, the life variable annuity with 120 monthly
payments certain, may be effected.

The Company has the right to change the frequency of payments.
Should payments become less than $20, the Company may change the
payment intervals to result in payments of at least $20.

Variable Annuity Options
(1) Life Variable Annuity - A variable annuity paid each
month while the Annuitant is living and ending with the
last payment due preceding the date of the Annuitant's
death.

(2) Life Variable Annuity with Payments Certain - A
variable annuity payable monthly and ending with the
last payment due preceding the later of:

(a) the date of the Annuitant's death; or

(b) the end of the certain period elected by the
Annuitant. The period certain may be 10, 15, or 20
years.

If the Annuitant's beneficiary dies before the variable
annuity payments cease, the present value of the
current dollar amount of the remaining certain payment
will be paid to the estate of the beneficiary. This
payment will be commuted on the basis of 31/2% interest
compounded annually.

(3) Unit Refund Life Variable Annuity - A Unit Refund Life
Variable Annuity is a variable annuity payable monthly
during the lifetime of the Annuitant. Upon death, an
additional payment will be made of the value at date of
death of the number of variable annuity units equal to
the excess, if any, of (a) the total amount applied
under this option, divided by the variable annuity unit
value on the date variable annuity installments
commence over (b) the variable annuity units
represented by each installment, multiplied by the
number of installments paid prior to death.

(4) Joint and Last Survivor Variable Annuity - A Joint and
Last Survivor Variable Annuity is a variable annuity
providing a monthly benefit payable during the joint
lifetime of the annuitant and a designated second
person, and thereafter two-thirds of such monthly
benefit payable during the remaining lifetime of the
survivor. There is no predetermined number of annuity
payments.

Because of certain Internal Revenue Code Requirements,
this option may not be elected if, as of the date the
variable annuity is effected, the present value of t he
payment to which the designated second person may
become entitled exceeds 49% of the present value of all
payments provided for the Annuitant and the designated
second person; however, such limitations shall not
apply if the designated second person is the spouse of
the Annuitant.

Determining the First Payment
Table A of the Contract is used to determine the first
monthly payment. It shows the dollar amount of the first
monthly payment which can be purchased with each $1,000 of
value in the Participant's Account after deducting any
premium taxes not previously deducted. Table A assumes a net
investment rate of 41/2% and mortality is based on the 1983
Table a, modified.

The value of the Participant's Account is found by
multiplying the Participant's accumulated units by the unit
value on the fourteenth day before the first annuity payment
is due.

The first monthly payment varies according to the option
selected, and the age nearest birthday of the Annuitant.

Fixed Annuity Options
A Participant also has the option to elect forms of fixed
annuities with essentially the same characteristics as
Annuity Options (1) through (4) described in this part.

Table B of the Contract applies to Fixed Annuity Options and
is based on the 1983 Table a, modified, with interest at the
rate of 4% per year.

Part 7
Individual Retirement Annuities

If the Contract is issued as an Individual Retirement Annuity
under Internal Revenue Code Section 408(b), the following
provisions will apply:

(1) a rollover contribution (as allowed under Sections
402(a)(5), 402(a)(7), 403(a)(4), 403(b)(8), 405(d)(3),
408(d)(3), or 409(b)(3)(C) of the Internal Revenue
Code; or

(2) a contribution made as part of a Simplified Employee
Pension (SEP) as described in Section 408(k) of the
Internal Revenue Code.

No part of the premiums paid will be used to purchase life
insurance contracts.

Death Benefit
A death benefit will be paid if the Company receives proof
of the Participant's death at its Home Office.

If the Participant dies before receiving any income
payments, the Company will pay the account value to: (a) the
beneficiary named by the Participant; or (b) the
Participant's estate if no beneficiary survives. If the
beneficiary is the Participant's spouse, such person may
choose to receive payment of the Cash Value in any form that
the Participant could have chosen while living. The spouse
must begin receiving payment by the date the Participant
would have reached age 701/2. If the beneficiary is not the
Participant's spouse, such person must:

(1) receive all of the Cash Value within five years of the
Participant's death; or
(2) start to receive annuity payments within one year of
the Participant's death for a period not to exceed the
beneficiary's expected lifetime.

If the Participant dies while receiving income payments, the
Company will pay any remaining guaranteed payments to: (a)
the Participant's beneficiary; or (b) the Participant's
estate if no such beneficiary survives. Payment made to a
beneficiary must be on a payment schedule at least as rapid
as that made to the Participant. Payment made to an estate
will be the commuted value of the remaining guaranteed
payments.

(1) withdrawal of all the Cash Value; or
(2) receipt of the first periodic payment under any option
described in Part 6 of the Contract, provided that no
option selected exceeds the life expectancy of the
Participant.

Cash Withdrawal Benefit
A Participant who wants to withdraw all or some of the Cash
Value should apply to the Company using a form the Company
provides. The Participant must notify the Company of the
intent of the withdrawal. This will allow the Company to
report correctly for state or federal income tax purposes.
The Cash Value will be reduced by the amount of the
withdrawal.

Assignment
No assignment of the Contract or any of its benefits or
privileges will be recognized. All benefits are exempt from
claims of creditors to the maximum extent permitted by law.
The Contract is not transferable by the Participant. The
entire interest of the Contract is not forfeitable by the
Participant.

<PAGE>

American Fidelity
Assurance Company

2000 Classen Center Oklahoma City,
Oklahoma 73106

AMENDMENT RIDER

The contract or certificate to which this rider is attached
is hereby amended as follows:

Tax Code, as used in this rider, refers to the Internal
Revenue Code of 1986, as amended, and any related
regulations or rulings of the Internal Revenue Service.

As required by the Tax Code, the Company may refund any
premiums that:

1. exceed the maximum exclusion allowance as provided
by the Tax Code; or

2. are employer matching contributions that fail to
pass the average contributions percentage test
under Section 401(m) of the Internal Revenue Code.

1. when you are age 59 1/2 or older;
2. at your death;
3. if you are disabled as defined in Section 72(m)(7)
of the Internal Revenue Code;
4. if you separate from service with your employer;
or
5. in the case of hardship as defined by the Internal
Revenue Service. In the case of hardship, you will
not be entitled to withdraw the gains on your
salary reduction contributions.
However, these restrictions will not apply to withdrawals that
are for the purpose of making a tax-free transfer to another
company as permitted by law.

If the Tax Code requirements regarding refunds or withdrawals are
changed, the Company will administer this certificate as required
by the changes. If any of the restrictions listed above are
reduced or eliminated, the Company will automatically use the
less restrictive requirements.

This rider is subject to all of the provisions of the contract or
certificate as long as this rider does not amend them. This rider
will terminate on the same date as the contract or certificate to
which it is attached.

Secretary
<PAGE>
American Fidelity
Assurance Company

2000 Classen Center Oklahoma City,
Oklahoma 73106

AMENDMENT RIDER
The contract to which this rider is attached is hereby amended as
follows:

The Investment Management Charge provision is deleted and
replaced by the following:

Investment Management Charge
As compensation for its investment advisory services,
the Company receives a daily fee of .0013698% (.5% on
an annual basis) of the current value of the Fund for
the Valuation Period.

This rider is subject to all of the provisions of the
contract as long as this rider does not amend them. This
rider will terminate on the same date as the contract to
which it is attached.

Secretary
<PAGE>

American Fidelity
Assurance Company

2000 N. Classen Boulevard Oklahoma City,
Oklahoma 73106

AMENDMENT RIDER

The master contract and/or certificate to which this rider
is attached is hereby amended as follows:

Definitions, the following definitions are being added:

Eligible Fund An investment entity

Variable Investment Option A sub-account of the
Separate Account The
Variable Investment
Option provides benefits
which are variable and
are not guaranteed as to
dollar amount.

The definitions of "Separate Account" and "Valuation Date"
are being deleted and replaced by the following:

Separate Account A Separate Account of the Company
which provides Variable Investment
Options. This Account is classified
as a unit investment trust under
the Investment Company Act of 1940.
This Account is called American
Fidelity Separate Account A.
Separate Account assets are kept
apart from the Company's other
assets.

Valuation Date A day on which the value of the
Variable Investment Option is
determined.

General Provisions, the Voting Rights provision is being
deleted; and the Participant Reports provision is hereby
amended as follows:

Participant Reports
At least twice each calendar year, each Participant
will receive a report showing the value of the Variable
Investment Option, and any other information as
required by law. The Company will also furnish an
annual report of the Separate Account.

Determining the Accumulated and Unit Values, in the master
contract is being amended as follows:

The words "of the Fund" in the first sentence of the
Determination of the Current Unit Value provision are
deleted.

The Determination of the Net Investment Factor provision is
replaced by the following:

Determination of the Net Investment Factor
The Net Investment Factor is determined by the
investment performance of the shares of the Eligible
Fund held by the Variable investment Option for the
Valuation Period just ended. The Net Investment Factor
for any Valuation Period is calculated by:

(a) dividing the value per share of the Eligible Fund
held by the Variable Investment Option at the end
of the current Valuation Period by the value per
share of the Eligible Fund held by the Variable
Investment Option at the end of the prior
Valuation Period, and then

(b) deducting the mortality and expense risk charge of
.0026308% (.96025% on an annual basis) per share
from the Variable Investment Option.

Values of each share of the Eligible Fund are
determined in accordance with valuation procedures
established by the Eligible Fund.

Expense Charges, in the master contract under The
Investment Management Charge provision is deleted; and
the Mortality and Expense Risk Changes provision is
replaced by the following:

Mortality and Expense Risk Charges
Each Valuation Period, we deduct charges from the
Separate Account for Mortality and Expense Risk.
The Mortality and Expense charge compensates us
for assuming the mortality and expense risks under
this policy. The charges are equal to the
percentages shown in the Determination of the Net
Investment Factor provision.

Retirement Benefits, the words "Separate Account" in
the first sentence of the Variable Annuities provision
section, are replaced by the words "Variable Investment
Option"

This rider replaces Amendment Rider AAMD-30 to the
contract and is subject to all of the provisions of the
contract or certificate as long as this rider does not
amend them. This rider will terminate on the same date
as the contract or certificate to which It is attached.

Secretary

<PAGE>

American Fidelity
Assurance Company

2000 Classen Center Oklahoma City,
Oklahoma 73106

INDIVIDUAL RETIREMENT ANNUITY RIDER

The policy to which this rider is attached is hereby amended
as follows:

This rider is attached to and made a part of the Annuity
Contract (the "Contract") issued by American Fidelity
Assurance Company to qualify the Contract as an Individual
Retirement Annuity under Section 408(b) of the Internal
Revenue Code (the "Code"), as the same may be amended or
supplemented from time to time. All references to Code
Sections are to those Sections as they may be amended and/or
renumbered from time to time. If any provisions of the
Contract conflict with this rider, the provisions of this
rider will apply.

ARTICLE I - OWNERSHIP

The individual who participates in this individual
retirement annuity (the "Owner") is the owner of the
Contract. The Contract is established for the
exclusive benefit of the Owner and his or her
Beneficiary. The Owner may exercise all rights under
the Contract during his or her lifetime. The Owner's
interest in the Contract is nonforfeitable and
nontransferable. The Contract may not be sold,
assigned, discounted or pledged as collateral or as
security for the performance of an obligation or for
any other purpose. Separate records will be maintained
for the interest of each individual.

ARTICLE II - DEPOSIT LIMITS

American Fidelity Assurance Company may accept deposits
on behalf of the Owner for a tax year of the Owner.
Deposits shall be in cash and shall not be fixed, and
the total deposit shall be limited to a maximum of
$2,000 for any tax year unless the deposit is a
rollover contribution described in Section 402(c),
403(a)(4), 403(b)(8) or 408(d)(3) of the Code or an
employer contribution to a simplified employee pension
plan as described in Section 408(k) of the Code.

Any refund of premiums (other than those attributable
to excess deposits) will be applied, before the close
of the calendar year following the year of the refund,
toward the payment of future premiums or the purchase
of additional benefits.

ARTICLE III - NO LIFE INSURANCE OR COLLECTIBLES

No part of the Contract may be invested in life
insurance nor may any part of the Contract be invested
in collectibles (within the meaning of Section 408(m)
of the Code).

ARTICLE IV - DISTRIBUTION LIMITS

1. The distribution of an individual's interest shall be
made in accordance with the minimum distribution
requirements of Section 408(b)(3) of the Code and the
regulations thereunder, including the incidental death
benefit provisions of Section 1.401 (a)(9)-2 of the
proposed regulations, all of which are herein
incorporated by reference. Life expectancy is computed
by use of the expected return multiples in Tables V and
VI of Section 1.72-9 of the Income Tax Regulations.
Unless otherwise elected by the owner by the time
distributions are required to begin, life expectancies
shall be made without regard to recalculation. Such
election shall be irrevocable by the Owner and shall
apply to all subsequent years.

2. The Owner's entire interest in the Contract must be
distributed or begin to be distributed, by the Owner's
required beginning date, which is the April I following
the calendar year in which the Owner reaches age 70
1/2. For each succeeding year, a distribution must be
made on or before December 31. By the required
beginning date the Owner may elect, in a manner
acceptable to American Fidelity Assurance Company, to
have the balance in the Contract distributed in one of
the following forms:

a. a single sum payment;

b. equal or substantially equal payments over the
life of the Owner;

c. equal or substantially equal payments over the
lives of the Owner and his or her designated
beneficiary;

d. equal or substantially equal payments over a
specified period that may not be longer than the
Owner's life expectancy;

e. equal or substantially equal payments over a
specified period that may not be longer than the
joint life and last survivor expectancy of the
Owner and his or her designated beneficiary.

3. Payments must be made in periodic payments at intervals
of no longer than one year. If the Owner elects
distributions in the form of annuity payments, the
payments must be either nonincreasing or they may
increase only as provided in Q. & A. F-3 of Section
1.401 (a)(9)-l of the Proposed Income Tax Regulations.

4. If the Owner does not elect a method of payout by the
April 1 following the calendar year in which he or she
reaches age 70 1/2, American Fidelity Assurance Company
shall have complete and sole discretion to make
payments pursuant to one of the forms described in
paragraph 2 above.

5. If the Owner rolls over or transfers individual
retirement annuity or account (IRA) funds or qualified
retirement plan funds into the Contract, within the
meaning of Code Section 402(c), after April 1 of the
year following the year he or she attained age 70 1/2,
the choice of the method of payout will be made
according to whether the Owner had elected to
recalculate or to not recalculate the minimum
distributions from the distributing or transferring
plan, as follows:

a. If the Owner elected to not recalculate the
minimum distributions from the distributing or
transferring plan, the payout option applicable
for this Contract must be made over a period
certain not exceeding the remaining applicable
life expectancy. The remaining applicable life
expectancy is the applicable life expectancy used
to determine the minimum distribution from the
distributing or transferring plan for the year in
which the transaction occurs (the distribution
which may not be rolled over or transferred into
this receiving plan), minus 1.0. Payout may not be
made for the life of the Owner or for the lives of
the Owner and the Beneficiary.

b. If the Owner elected to recalculate the minimum
distributions, payout from this Contract may be
made (1) for the life of the Owner, (2) for the
lives of the Owner and the Beneficiary, (3) for
the life of the Owner or for the lives of the
Owner and the Beneficiary with a period certain
not longer than the remaining applicable life
expectancy, or (4) a period certain not longer
than the remaining applicable life expectancy. The
remaining applicable life expectancy is the
applicable life expectancy used to determine the
current year minimum distribution from the
distributing or transferring plan for the year in
which the transaction occurs (the distribution
which -may not be rolled over or transferred into
this receiving plan), minus 1.0.

6. If the Owner receives payout according to a period
certain, the period certain may not be lengthened after
the date payout begins, even if the original period
established is shorter than the maximum permitted.

If the payout schedule is a period certain annuity
without a life contingency or a life annuity with a
period certain exceeding 20 years, period payout for
each distribution calendar year (i.e., a year for which
a minimum distribution is required) will be combined
and treated as an annual amount. The amount which is
required to be distributed on or before April 1
following the year the Owner attains age 70 1/2 is the
annual amount for the Owner's first distribution
calendar year. The annual amount for other distribution
calendar years, including the annual amount for the
calendar year in which the Owner's required beginning
date occurs, must be distributed on or before December
31 of the calendar year for which the distribution is
required.

8. If the Owner dies before his or her entire interest is
distributed, the entire remaining interest will be
distributed as follows:

a. If the Owner dies on or after distributions have
begun under Article IV, Section 2, the entire
remaining interest must be distributed at least as
rapidly as provided under the section.

b. If the Owner dies before distributions have begun
under Article IV, Section 2, the entire remaining
interest must be distributed as elected by the
Owner or, if the Owner has not so elected, as
elected by the beneficiary or beneficiaries, as
follows:

1) by December 31st of the year containing the
fifth anniversary of the Owner's death; or

2) in equal or substantially equal payments over
the life or life expectancy of the designated
beneficiary or beneficiaries starting by
December 31st of the year following the year
of the Owner's death. If, however, the
beneficiary is the Owner's surviving spouse,
then this distribution is not required to
begin before December 31st of the year in
which the Owner would have turned 70 1/2.

c. If the beneficiary is the Owner surviving spouse,
the spouse may treat the Owner's IRA as his or her
own IRA. This will be deemed to have occurred if
such surviving spouse makes a regular contribution
to the IRA, or fails to elect any of the above
provisions. In addition, the beneficiary may roll
over or transfer the Owner's interest to the
beneficiary's own IRA if the beneficiary is the
Owner's surviving spouse.

9. Unless other wise elected by the owner prior to the
commencement of distributions under Article IV, Section
2, or, if applicable, by the surviving spouse where the
Owner dies before distributions have commenced, life
expectancies of an Owner or spouse beneficiary shall be
recalculated annually for purposes of distribution
under this Article. An election not to recalculate
shall be irrevocable and shall apply to all subsequent
years. The life expectancy of a nonspouse beneficiary
shall not be recalculated.

10. An individual may satisfy the minimum distributions
requirements under Sections 408(a)(6) and 408(b)(3) of
the Code by receiving a distribution from one IRA that
is equal to the amount required to satisfy the minimum
distribution requirements for two or more IRAs. For
this purpose, the Owner of two or more IRAs may use the
"alternative method" described in Notice 88-38, 1988-1
C.B 524, to satisfy the minimum distribution
requirements described above.

ARTICLE V - REPORTING

Unless the Owner dies, is disabled (as defined in Code
Section 72(m)), or reaches age 59 1/2 before any amount
is paid out from the Contract, American Fidelity
Assurance Company must receive from the Owner a
statement explaining how he or she intends to dispose
of the amount paid out.

The Owner agrees to provide American Fidelity Assurance
Company with information necessary for American
Fidelity Assurance Company to prepare any report
required under Section 408(i) of the Code and
Regulations Sections 1.408-5 and 1.408-6.

American Fidelity Assurance Company agrees to submit
reports to the Internal Revenue Service.

ARTICLE VI - AMENDMENTS

Any amendment made for the purpose of complying with
provisions of the Code and related regulations may be
made without the consent of the Owner. The Owner will
be deemed to have consented to any other amendment
unless the Owner notifies American Fidelity Assurance
Company that he or she does not consent within 30 days
from the date American Fidelity Assurance Company mails
the amendment to the Owner.

ARTICLE VII - RESPONSIBILITY OF THE PARTIES

American Fidelity Assurance Company shall not be
responsible for any penalties, taxes, judgments or
expenses incurred by the Owner in connection with this
IRA and shall have no duty to determine whether any
contributions to or distributions from this IRA comply
with the Code, regulations or rulings.

This rider is subject to all of the provisions of the policy as
long as this rider does not amend them. This rider will terminate
on the same date as the policy to which it is attached.

<PAGE>
American Fidelity
Assurance Company

2000 Classen Boulevard Oklahoma City,
Oklahoma 73106

403(b) ANNUITY RIDER

The policy to which this rider is attached is hereby amended
as follows:

This Endorsement is attached to and made a part of the
Annuity Contract (the "Contract") issued by American
Fidelity Assurance Company (the "lssuer") to qualify the
Contract as a tax-sheltered annuity under Section 403(b) of
the Internal Revenue Code (the "Code"), as the same may be
amended or supplemented from time to time. If any provisions
of the Contract conflict with this Endorsement, the
provisions of this Endorsement will apply.

ARTICLE I - PURPOSE

1. It is the intent of the Employer by the authorization
of a 403(b) arrangement to allow employees to augment
their retirement income through participation in this
403(b) Agreement.

2. The Participant is solely responsible for determining
the amount of premiums contributed to the 403(b)
Agreement. The Participant accepts full responsibility
for any and all tax ramifications resulting from
participation in the 403(b) Agreement. The 403(b)
Agreement is purchased by the Employer for the
exclusive benefit of the Participant.

3. By electing to reduce his or her compensation and have
the Employer contribute into the 403(b) Agreement, the
Participant will not be taxed on contributions or
earnings attributable to such contributions until a
distribution is taken.

ARTICLE II - PARTICIPATION

1. A Participant my elect to participate in the 403(b)
Agreement by executing the Contract and this
Endorsement and signing and delivering any form or
document as may be required by the Employer or Issuer.

2. A Participant may modify his or her payroll deduction
election with the Employer once each tax year. An
election is effective on a prospective basis only.

3. An election to participate shall be effective as of a
reasonable period following the delivery of the
election form to the Employer. Such period shall be
uniform for all employees of the Employer.

ARTICLE III - PREMIUMS

1. A Participant may elect to reduce his or her Includible
Compensation and have such amounts contributed as
premiums to the 403(b) Agreement.

a. Any amounts contributed as premiums to the 403(b)
Agreement for a Participant's tax year shall
reduce the Participant's Includible Compensation
for such tax year.

b. The premiums contributed to the 403(b) Agreement
and the reduction in a Participant's Includible
Compensation shall not exceed the applicable
limitations for such reductions as described in
the Code. The premiums may be based on any valid
election made by the Participant to use any
special increase options.

2. The Employer, in its sole discretion, retains the right
to make Employer contributions on behalf of those
Participants entitled to such contributions.

The amount of the contribution shall be set forth in
the plan document governing such contributions. The
amount of the contributions shall not exceed any
applicable federal or state limitations on such
Employer contributions and shall be made in a
nondiscriminatory manner as determined by applicable
law and regulation. This i Endorsement and the Contract
shall not necessarily comply with the provisions of any
plan document maintained by the Employer for purposes
of Employer contributions. Notwithstanding the previous
sentence, the Issuer may, at its option, agree to
conform this Endorsement and the Contract to the
provisions of any plan document for Employer
contributions, provided the Employer furnishes a copy
of such plan document to the Issuer for review.

The Employer contributions made for a Participant shall
be fully vested at all times and the Participant may
take a distribution of the Employer contributions and
earnings thereon as of the times specified in Article
IV.

3. In no event shall the premiums for a tax year on behalf
of a Participant exceed the maximum allowable amounts
permitted under current law or regulation.

a. The maximum premium contributed for a tax year on
behalf of a Participant, when aggregated with
other amounts contributed through the Employer (or
controlled group of Employers under IRC
414(b),(c), (m) or (o)), shall not exceed the
lesser of the maximum permitted amount for a
Participant under Sections 403(b)(2) and 415(c) of
the Code for that year.

b. The maximum of all premiums contributed during a
calendar year for the Participant shall not exceed
the limitations set forth in Section 402(g) of the
Code.

4. The Participant is solely responsible for determining
his or her maximum annual premium.

5. The Participant may transfer to the Issuer amounts from
other 403(b) arrangements. The Participant shall
certify in a manner acceptable to the Issuer that such
amounts are eligible for transfer.

ARTICLE IV - PAYMENT OF BENEFITS

1. A Participant may elect to receive benefits from the
403(b) Agreement only upon the Participant's
certification, in a form and manner acceptable to the
Issuer, that the Participant has separated from
service, attained age 59 1/2, is Disabled or is
encountering a financial hardship.

If the value of the contract immediately preceding the
1989 plan year is ascertainable, such pre-1989 amounts
are not subject to the distribution limitations
described above.

2. The surviving beneficiary of the Participant may elect
to receive benefits from the 403(b) Agreement upon the
death of the Participant.

3. The benefit shall be paid to the Participant or
beneficiary in a form permitted under the Contract.

4. At the election of a Participant (or the surviving
spouse beneficiary of a deceased Participant) the
Issuer shall pay any eligible rollover distribution to
an individual retirement plan described in Section 408
of the Code or another annuity contract or account
described in Section 403(b) of the Code in a direct
rollover for that Participant (or beneficiary). The
term "eligible rollover distribution" shall have the
meaning set forth in Sections 402(c)(2) and (4) of the
Code and Q&A-3 through Q&A-8 of Treasury Regulations
Section 1.402(c)-2T.

The Participant (or surviving spouse beneficiary) who
desires a direct rollover must specify the individual
retirement plan or 403(b) plan to which the eligible
rollover distribution is to be paid and satisfy such
other reasonable requirements as the Issuer may impose.

5. Benefit payments shall conform to the minimum
distribution requirements of Section 401 (a)(9) of the
Code and Regulations thereunder, including Treasury
Regulations Section 1.401(a)(9)-2 and 1.403(b)-2.

If the value of the 403(b) Agreement prior to 1987 is
determinable, the pre-87 amount need not be subject to
a required minimum distribution until the calendar year
the Participant attains age 75.

6. Notwithstanding any other provision to the contrary,
the Issuer may make an immediate single sum
distribution to the Participant or beneficiary (if
applicable) if the value of the 403(b) Agreement does
not exceed $3,500 and If the Participant or beneficiary
is currently eligible to receive benefit payments.

ARTICLE V - AMENDMENT AND TERMINATION

1. The Issuer reserves the right to amend the 403(b)
Agreement at anytime by giving at least 30 days written
notice to the Participant.

2. The Participant reserves the right to terminate further
premiums to his or her 403(b) Agreement by executing
and delivering proper written notice to the Employer
and the Issuer.

ARTICLE VI - MISCELLANEOUS

1. The Issuer shall provide all required reports to the
Participant or Employer 9 applicable.

2. The Participant agrees to provide the Issuer all
information necessary for the Issuer to perform its
duties under this 403(b) Agreement.

3. The Participant warrants that any information he or she
supplies is correct and maybe fully relied upon by the
Issuer.

4. The Contract and the Endorsement is intended to qualify
as a tax-sheltered annuity under Section 403(b) of the
Code. The Contract and the Endorsement shall be
interpreted and operated with this intent.

5. The Employer and Participant shall, to the extent
permitted under law, indemnify and hold the Issuer, its
employees and agents harmless from and against any
liability which may occur in the administration of the
403(b) Agreement unless arising from the Issuer's
breach of Its responsibilities under this 403(b)
Agreement. By execution of this 403(b) Agreement, it is
the specific intention of the parties that no fiduciary
duties be conferred upon the Issuer, its employees or
agents nor shall any be implied from this 403(b)
Agreement or the acts of the issuer, Its employees or
agents.

6. The Issuer may charge fees in connection with the
403(b) Agreement. In addition, the Issuer has the right
to be reimbursed for any taxes or expenses incurred by
or on behalf of the 403(b) Agreement. The lssuer
reserves the right to change its fee schedule, or add
new fees, at anytime upon 30 days prior written notice
to the Participant.

7. To the extent not governed by federal law, the 403(b)
Agreement shall be governed by the laws of the state in
which the Contract is issued If any provisions of this
403(b) Agreement shall for any reason be deemed invalid
or unenforceable, the remaining provisions shall,
nevertheless, continue in full force and effect and
shall not be invalidated.

8. The 403(b) Agreement shall be nonforfeitable at all
times. The Participant may not assign, pledge or in any
manner encumber this 403(b) Agreement, nor shall this
403(b) Agreement be subject to garnishment, attachment,
execution or levy of any kind.

9. Upon receipt of a domestic relations order the Issuer
may retain an independent third party to determine if
the order is a Qualified Domestic Relations Order
pursuant to Section 414(p) of the Code. The Issuer may
charge to the account any and all expenses associated
with the determination.

ARTICLE VII - DEFINITION

1. Contract - Shall mean the underlying annuity agreement
issued by the Issuer in its entirety and any attachment
or riders attached hereto.

2. Disabled - Shall mean the inability to engage in any
substantial gainful activity by reason of a medically
determinable physical or mental impairment which can be
expected to result in death or to be of an indefinite
nature as defined in Section 72(m)(7) of the Code.

3. Employer - Shall mean an Employer described in Section
501 (c)(3) of the Code which is exempt from tax under
Section 501 (a) of the Code, an educational
organization described in Section 170(b)(1)(A)(ii) of
the Code, a state, a political subdivision of a state,
or an agency or instrumentality of a state.

4. 403(b) Agreement - Shall mean the Contract as modified
by this Endorsement.

5. Includible Compensation - Shall mean the compensation
received from the Employer which is includible income
of the Employee as defined in section 403(b)(3) of the
Code. Includible Compensation shall not exceed
$150,000, as adjusted for increases in the
cost-of-living in accordance with Section 401
(a)(17)(B) of the Code.

6. Participant - Shall mean any current or former employee
who has made valid premium payments to the 403(b)
Contract.

This rider is subject to all of the provisions of the policy as
long as this rider does not amend them. This rider will terminate
on the same date as the policy to which it is attached.

Secretary
<PAGE>
American Fidelity
Assurance Company

2000 N. Classen Boulevard Oklahoma City, Oklahoma 73106

ROTH INDIVIDUAL RETIREMENT ANNUITY RIDER

THIS IS A ROTH CONVERSION IRA.

If this Roth IRA is designated as a Roth Conversion IRA, no
deposits other than IRA conversion contributions made during the
same tax year will be accepted.

Any refund of premiums (other than those attributable to excess
deposits) will be applied, before the close of the calendar year
following the year of the refund, toward the payment of future
premiums or the purchase of additional benefits.

ARTICLE III - DISTRIBUTION LIMITS

2. The Owner may elect, in a manner acceptable to American
Fidelity Assurance Company, to have the balance in the
Policy distributed in one of the following forms:

a. a single sum payment;

b. equal or substantially equal payments over the life of
the owner;

c. equal or substantially equal payments over the lives of
the Owner and his or her designated Beneficiary;

d. equal or substantially equal payments. over a specified
period that may not be longer than the Owner's life
expectancy;

e. equal or substantially equal payments over a specified
period that may not be longer than the joint life and
last survivor expectancy of the Owner and his or her
designated Beneficiary;

f. any other increments permitted under the Policy.

a. Be distributed by December 31 of the year containing
the fifth anniversary of the Owner's death, or

b. Be distributed over the life expectancy of the
designated Beneficiary starting no later than December
31 of the year following the year of the Owner's death.

If distributions do not begin by the date described in b.,
distribution method a. will apply.

American Fidelity Assurance Company agrees to submit reports to
the Internal Revenue Service.

This rider is subject to all of the provisions of the Policy as
long as this rider does not amend them. This rider will terminate
on the same date as the policy to which it is attached.

Secretary

ANNUITY
APPLICATION

AMERICAN FIDELITY ASSURANCE COMPANY
2000 Classen Blvd Oklahoma City, Oklahoma 73106
PROPOSED ANNUITANT INFORMATION

Last Name (maiden name) First Name Full Middle Name Suffix
- - - - ------------------------------------------------------------------------------

Age Date of Birth Sex Soc Sec Number Requested Eff Date Date of Employment
Mo Day Yr M [] F [] Mo Day Yr Mo Day Yr
- - - - ------------------------------------------------------------------------------
Number and Street Work Phone# Home Phone
- - - - ------------------------------------------------------------------------------
City State Zip
- - - - ------------------------------------------------------------------------------
Employer MCP# Salary $ Occupation
Annual [] Monthly []
- - - - ------------------------------------------------------------------------------
Do you now have or have you ever had any other coverage with us? Yes [] No []
If so, write the existing Customer Number in the box in the upper
right corner.
- - - - ------------------------------------------------------------------------------
PLAN INFORMATION:
Choose One Plan:

Tax Qualified Plans
[] 403(b) Salary Reduction
[] 403(b) Transfer/Rollover
[] 403(b) Employer Contribution
[] IRA
[] Spousal IRA
[] IRA Transfer/Rollover
[] SEP/IRA
[] SEP/IRA Transfer/Rollover

Non-Tax Qualified Plans
[] After-Tax Annuity (ATA)
[] ATA-1035 Exchange
[]
- - - - -------------------------------------------------------------------------------

Payment Allocation:
[] New Amounts shown below should
[] Increase reflect the new total payment
[] Decrease after any increase/decrease.
[] Fixed Annuity (select one)

[] Standard [] HIO Rider

$
Variable Annuity-qualified plans
only (Complete Supplement) $

TOTAL PAYMENT $

Payment Frequency:

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

Billing Method
[] List Bill
Payor #
[] Direct Bill
[] Bank Draft

Name on Bill:
[] Annuitant
[] Owner

- - - - -------------------------------------------------------------------------------
FOR OFFICE USE ONLY

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

Will this contract, if issued, replace any insurance or annuity
contract now in force?
[] Yes [] No

If "Yes", please give the name of the company and the policy
number.
- - - - -------------------------------------------------------------------------------
SPECIAL INSTRUCTIONS:

BENEFICIARY

Primary First Name Full Middle Name Last Name

Suffix Relationship to Annuitant

Secondary
- - - - -------------------------------------------------------------------------------
CONTRACT OWNER
(complete only if other than Annuitant)

First Name Full Middle Name Last Name

Suffix Social Security or Tax ID Number(s)

Number and Street City State Zip

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

Agent Statement: To the best of my knowledge the contract applied
for does [] does not [] replace any existing insurance or
annuity contract.

SIGNATURE OF WITNESS Signed At
(licensed resident agent
where required by law) Date Signed

Agent #
SIGNATURE OF OWNER
<PAGE>

ANNUITY
APPLICATION

AMERICAN FIDELITY ASSURANCE COMPANY
2000 Classen Blvd Oklahoma City, Oklahoma 73106
PROPOSED ANNUITANT INFORMATION

Last Name (maiden name) First Name

Full Middle Name Suffix

Age Date of Birth Sex Soc Sec Number
Mo Day Yr

Requested Eff Date Date of Employment
Mo Day Yr M [] F [] Mo Day Yr

Number and Street Work Phone# Home Phone

City State Zip

Employer MCP Salary $ Occupation
Annual [] Monthly []
- - - - -----------------------------------------------------------------

Do you now have or have you ever had any other coverage with us?
If so, write the existing Customer Number in the box in the upper
right comer. Yes[] No[]
- - - - -----------------------------------------------------------------
PLAN INFORMATION:
Choose One Plan:

Tax Qualified Plans
[] 403(b) Salary Reduction
[] 403(b) Transfer/Rollover
[] 403(b) Employer Contribution
[] IRA
[] Spousal IRA
[] IRA Transfer/Rollover
[] SEP/IRA
[] SEP/IRA Transfer/Rollover

Non-Tax Qualified Plans
[] After-Tax Annuity (ATA)
[] ATA-1035 Exchange
[]
- - - - -----------------------------------------------------------------

Payment Allocation:
[] New Amounts shown below should
[] Increase reflect the new total payment
[] Decrease after any increase/decrease.
[] Fixed Annuity (select one)

[] Standard [] HIO Rider

$
[] Variable Annuity Fund A
qualified plans only $
(Complete Form #ASI-34)

[] AFAdvantage Variable Annuity $
(Complete Form #ASI-35)

TOTAL PAYMENT $

Payment Frequency:

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

Billing Method
[] List Bill
Payor #
[] Direct Bill
[] Bank Draft

Name on Bill:
[] Annuitant
[] Owner

- - - - -----------------------------------------------------------------
FOR OFFICE USE ONLY

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

Does this contract, if issued, replace any insurance or annuity
contract now in force?
[] Yes [] No

If "Yes", please give the name of the company and the policy
number.
- - - - -----------------------------------------------------------------
SPECIAL INSTRUCTIONS:

BENEFICIARY

Primary First Name Full Middle Name Last Name

Suffix Relationship to Annuitant

Secondary
- - - - -----------------------------------------------------------------
CONTRACT OWNER
(complete only if other than Annuitant)

First Name Full Middle Name Last Name

Suffix Social Security or Tax ID Number(s)

Number and Street City State Zip

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

Agent Statement: To the best of my knowledge the contract applied
for does [] does not [] replace any existing insurance or
annuity policy. In the event a Variable Annuity is selected,
this application is not complete without the appropriate
Application Supplement.

SIGNATURE OF WITNESS Signed At
(licensed resident agent
where required by law) Date Signed

Agent #
SIGNATURE OF OWNER

SIGNATURE OF JOINT OWNER
(If Applicable)

EXHIBIT 6.1
[Filed November 30, 1966]

ARTICLES OF INCORPORATION

AMERICAN FIDELITY ASSURANCE COMPANY
(Domestic Stock Company)

STATE OF OKLAHOMA )
) SS:
COUNTY OF OKLAHOMA )

TO THE SECRETARY OF STATE OF THE STATE OF OKLAHOMA:

We, the undersigned Incorporators:

C.W. Cameron, 2901 Classen Blvd., Oklahoma City, Oklahoma;
Lenice Cameron, 2901 Classen Blvd., Oklahoma City, Oklahoma;
C.B. Cameron, 2901 Classen Blvd., Oklahoma City, Oklahoma;
Bruce H. Johnson, 570 First National Bldg., Oklahoma City,
Oklahoma; James C. Gibbens, 570 First National Bldg., Oklahoma City,
Oklahoma; each being over twenty-one years of age, citizens of the
United States, residing in the State of Oklahoma, and persons
legally competent to enter into contracts, for the purpose of
forming a corporation pursuant to the provisions of the laws of the
State of Oklahoma, do hereby adopt the following Articles of
Incorporation:

ARTICLE I

The name of the corporation is: American Fidelity Assurance Company.

ARTICLE II

The duration of the corporation's existence shall be perpetual.

ARTICLE III

The kinds of insurance the corporation is formed to transact, and
the objects, powers and purposes to be transacted, promoted and
carried on are:

(1) To engage in the insurance business as domestic,
stock, life and/or accident and health insuror, as authorized by
Title 36, Sections 609, et seq. And Sections 2102, et seq. Oklahoma
Statutes Annotated, and the amendments, additions, and supplements
thereto, and generally to make, write, execute and issue contracts
and policies of insurance as follows:

(a) Upon the lives or health of persons and
families and every insurance appertaining thereto.

(b) To grant, purchase or dispose of annuities and
endowments.
(c) Against bodily injury or death by accident and
other disability insurance.

(d) Hospitalization and dread disease coverage.

(e) Group life, health, accident and annuities.

(f) Credit life, health and accident insurance.

(g) To reinsure and to accept reinsurance and to
make and enter into contracts pertaining to the same.

(h) To issue policies on the ordinary, monthly
ordinary debit, industrial, family, or other plans.

(i) In connection with the foregoing but without
limitation on its general purposes, to issue any or all of its
policies with or without participation in profits, savings or
unabsorbed portions of premiums and to classify policies issued on
a participation or non-participating basis and to determine the
right to participate and the extent of participation of any class
or classes of policies.

(2) To own, acquire, buy, sell, mortgage, trade, lease,
convey, lease for oil and gas development and transfer any real,
personal or mixed property when the same shall be necessary or
convenient to enter into and carry our ant perform any and all
contracts of every kind and character pertaining to its business.

(3) To employ such agents and solicitors for insurance
and such other agents, employees and officers as may be necessary
or desirable for the proper conduct and best interests of the
corporations.

(4) To invest the assets, capital, reserve, surplus, and
any money or assets of whatsoever kind and character belonging to
this corporation in such securities and assets and in such manner
as provided and authorized by the laws of the State of Oklahoma.

(5) To do and perform every act, kindred, necessary or
convenient to properly carry out and perform any of the foregoing
purposes or either of them, in any state or territory of the United
States of America, or worldwide, not inconsistent with nor
prohibited by the Constitution or laws of the State of Oklahoma.

ARTICLE IV

This corporation is and shall be a stock company, non-assessable,
and not a mutual company. The authorized capital of this
corporation shall be $200,000.00, consisting of 20,000 shares of
common stock of the par value of ten ($10.00) dollars per share.

ARTICLE V

The affairs and business of this corporation shall be managed,
controlled and conducted by a Board of Directors composed of not
less than five nor more than fifteen members, in accordance with
and subject to such by-laws as shall be from time to time adopted.
The names and addresses of the corporations first directors who are
to serve for a period ending the first Monday in April, 1961, and
until their successors are elected and shall be qualified are as
follows:

The names and addresses of the corporation's first principal
officers who are to serve for a period ending the first Monday in
April 1961, and until their successors are elected and shall
qualify, are as follows:

President - C.W. Cameron, 2901 Classen Blvd., Oklahoma City,
Oklahoma;
Vice President - C.B. Cameron, 2901 Classen Blvd., Oklahoma City,
Oklahoma;
Secretary - H.A. Conner, 2901 Classen Blvd., Oklahoma City,
Oklahoma
Treasurer - H.A. Conner, 2901 Classen Blvd., Oklahoma City,
Oklahoma

ARTICLE VI

The principal place of business shall be located at 2901 Classen
Blvd., Oklahoma City, Oklahoma, and business may be transacted in
every count in the State of Oklahoma, and in the States of Texas,
Louisiana, Kansas, Arkansas, Mississippi, Missouri, Nebraska, and
such other States of the United States of America as the Board of
Directors may from time to time determine.

ARTICLE VII

The corporation's indebtedness shall be limited only as directed by
the laws of the State of Oklahoma and acts of the Board of
Directors.

ARTICLE VIII

Any process in any action or proceeding may be served on the
corporation by service upon C.B. Cameron, 2901 Classen Blvd.,
Oklahoma City, Oklahoma.

Executed at Oklahoma City, Oklahoma, this 29th day of November,
1960.
C.W. CAMERON
C.W. Cameron

LENICE CAMERON
Lenice Cameron

C.B. CAMERON
C.B. Cameron

BRUCE H. JOHNSON
Bruce H. Johnson

JAMES C. GIBBENS
James C. Gibbens

STATE OF OKLAHOMA )
) SS:
COUNTY OF OKLAHOMA )

Before me, the undersigned, a Notary Public in and for said
county and state on this 29th day of November, 1960, personally
appeared C.W. Cameron, Lenice Cameron, C.B. Cameron, Bruce H.
Johnson, and James C. Gibbens to me known to be the identical
persons who executed the within and foregoing instrument and
acknowledged to me that they executed the same as their free and
voluntary act and deed for the uses and purposes therein set forth.

MYRNA CONLEY
Myrna Conley
Notary Public
My Commission Expires:
July 31, 1964

(SEAL)
<PAGE>
[Filed November 30, 1966]

AMENDED ARTICLES OF INCORPORATION
OF
AMERICAN FIDELITY ASSURANCE COMPANY
(Domestic Stock Company)

STATE OF OKLAHOMA )
) SS:
COUNTY OF OKLAHOMA )

TO: THE INSURANCE COMMISSIONER OF THE STATE OF OKLAHOMA AND THE
SECRETARY OF STATE OF THE STATE OF OKLAHOMA:

We, the undersigned C.W. Cameron and H.A. Conner do
hereby certify that we hold the offices of President and Secretary
respectively of American Fidelity Assurance Company, an Oklahoma
corporation, and that we are persons legally competent to sign,
acknowledge and execute Amended Articles of Incorporation of
American Fidelity Assurance Company pursuant to the laws of the
state of Oklahoma and we do hereby execute the following Amended
Articles of Incorporation of American Fidelity Assurance Company
and we further affirm that the following amendments were adopted in
the manner prescribed by the Statutes of the State of Oklahoma,
each such amendment being adopted on the 28th day of November,
1966.

ARTICLE I

As filed: The name of this corporation is: American
Fidelity Assurance Company.

As amended: No change.

ARTICLE II

As filed: The duration of the corporation's existence
shall be perpetual.

As amended: No change.

ARTICLE III

As filed:The kinds of insurance the corporation is formed
to transact, and the objects, powers and purposes to be transacted,
promoted and carried on are:

(a) Upon the lives or health of persons and
families and every insurance appertaining thereto.

(b) To grant, purchase or dispose of annuities and
endowments.

(d) Hospitalization and dread disease coverage.

(e) Group life, health, accident and annuities.

(f) Credit life, health and accident insurance.

(g) To reinsure and to accept reinsurance and to
make and enter into contracts pertaining to the same.

(h) To issue policies on the ordinary, monthly
ordinary debit, industrial, family, or other plans.

(2) To own, acquire, buy, sell, mortgage, trade, lease,
convey, lease for oil and gas development and transfer any real,
personal or mixed property when the same shall be necessary or
convenient to enter into and carry out and perform any and all
contracts of every kind and character pertaining to its business.

(3) To employ such agents and solicitors for insurance
and such other agents, employees and officers as may be necessary
or desirable for the proper conduct and best interests of the
corporations.

As Amended: No change.

ARTICLE IV

As Filed: This corporation is and shall be a stock
company, non-assessable, and not a mutual company. The authorized
capital of this corporation shall be $200,000.00, consisting of
20,000 shares of common stock of the par value of ten ($10.00)
dollars per share.

As Amended: This corporation is and shall be a stock
company, non-assessable, and not a mutual company. The authorized
capital of this corporation shall be $600,000.00, consisting of
60,000 shares of common stock of the par value of ten ($10.00)
dollars per share.

ARTICLE V

The names and addresses of the corporations first
directors who are to serve for a period ending the first Monday in
April, 1961, and until their successors are elected and shall be
qualified are as follows:

C.W. Cameron, 2901 Classen Blvd., Oklahoma City,
Oklahoma;

Lenice Cameron, 2901 Classen Blvd., Oklahoma City,
Oklahoma;

C.B. Cameron, 2901 Classen Blvd., Oklahoma City,
Oklahoma;

H.A. Conner, 2901 Classen Blvd, Oklahoma City, Oklahoma

V.P. Crowe, 570 First National Bldg., Oklahoma City,
Oklahoma

President - C.W. Cameron, 2901 Classen Blvd., Oklahoma
City, Oklahoma;

Vice President - C.B. Cameron, 2901 Classen Blvd.,
Oklahoma City, Oklahoma;

Secretary - H.A. Conner, 2901 Classen Blvd., Oklahoma
City, Oklahoma

Treasurer - H.A. Conner, 2901 Classen Blvd., Oklahoma
City, Oklahoma

As Amended: The affairs and business of this
corporation shall be managed, controlled and conducted by Board of
Directors composed of not less than five nor more than fifteen
members in accordance with and subject to such by-laws as shall be
from time to time adopted. The names and addresses of the current
directors of the corporation who shall hold office until the next
annual meeting of the shareholders or until their respective
successors shall be elected and qualified are as follows:

C.W. Cameron, Oklahoma City, Oklahoma
C.B. Cameron, Oklahoma City, Oklahoma
Lenice Cameron, Oklahoma City, Oklahoma
H.A. Conner, Oklahoma City, Oklahoma
V.P. Crowe, Oklahoma City, Oklahoma
W.T. Richardson, Oklahoma City, Oklahoma
C.W. Barbour, Oklahoma City, Oklahoma
E.C. Joullian, III, Oklahoma City, Oklahoma
Grady D. Harris, Jr., Oklahoma City, Oklahoma
W.D. Carr, Stillwater, Oklahoma

ARTICLE VI

As Filed: The principal place of business shall be
located at 2901 Classen Blvd., Oklahoma City, Oklahoma, and
business may be transacted in every count in the State of Oklahoma,
and in the States of Texas, Louisiana, Kansas, Arkansas,
Mississippi, Missouri, Nebraska, and such other States of the
United States of America as the Board of Directors may from time to
time determine.

As Amended: The principal place of business shall be
located at 2901 Classen Blvd., Oklahoma City, Oklahoma, and
business may be transacted in every county in the State of
Oklahoma, and in such other states of the United States and such
other countries as the Board of Directors may from time to time
determine.

ARTICLE VII

As Filed: The corporation's indebtedness shall be
limited only as directed by the laws of the State of Oklahoma and
acts of the Board of Directors.

As Amended: No change.

ARTICLE VIII

As Filed: Any process in any action or proceeding may be
served on the corporation by service upon C.B. Cameron, 2901
Classen Blvd., Oklahoma City, Oklahoma.

As Amended: No change.

ARTICLE IX

1. Such amendments were proposed by a resolution of the
Board of Directors on the 11th day of November, 1966.

2. The amendment was adopted by vote of the
shareholders in accordance with the provisions of Title 18, Sec.
153 of the "Business Corporation Act."

3. The meeting of the shareholders of the corporation
at which the amendment was adopted was held at the Conference Room,
Cameron Building, 2901 Classen Blvd., Oklahoma City, Oklahoma, on
November 28, 1966.

4. Notice of the meeting was given to the shareholders
by mailing notice on November 17, 1966, to each shareholder, said
notice having been mailed more than ten days prior to the meeting
of shareholders.

5. 13,971 shares out of the 20,000 shares of the issued
common stock being a majority thereof, voted for such amendments.

6. None of the shares of the issued common stock voted
against such amendment.

7. The number of shares voted as a class-all of the
outstanding shares are common stock and there is no outstanding
stock of any other class. The vote of the shares of the common
stock of the corporation is set for the in Paragraphs 5 and 6
above.

IN WITNESS WHEREOF the undersigned corporation has caused
these Amended Articles to be executed this 29th day of November,
1966.

AMERICAN FIDELITY ASSURANCE COMPANY

BY C.W. CAMERON
C.W. Cameron, President

ATTEST:

H.A. CONNER
H.A. Conner
Secretary

(Corporate Seal)

STATE OF OKLAHOMA )
) SS:
COUNTY OF OKLAHOMA )

I, Junedean M. Emmert, a Notary Public in and for said
county and state hereby certify that on the 29th day of November,
1966, C.W. Cameron, President and H.A. Conner, Secretary personally
appeared before me and being first duly sworn acknowledge that they
signed the foregoing document in the respective capacity therein
set forth and declared that the statements therein contained are
true.

IN WITNESS WHEREOF I have hereunto set my hand and seal
the day and year first above written.

JUNEDEAN M. EMMERT
Junedean M. Emmert
Notary Public

My Commission Expires:

January 30, 1968
(SEAL)

<PAGE>
[Filed December 27, 1971]

AMENDED ARTICLES OF INCORPORATION
OF
AMERICAN FIDELITY ASSURANCE COMPANY
(Domestic Stock Company)

STATE OF OKLAHOMA )
) SS:
COUNTY OF OKLAHOMA )

TO: THE INSURANCE COMMISSIONER OF THE STATE OF OKLAHOMA AND THE
SECRETARY OF STATE OF THE STATE OF OKLAHOMA:

We, the undersigned C.B. Cameron and Don J. Gutteridge,
Jr. do hereby certify that we hold the offices of President and
Assistant Secretary respectively of American Fidelity Assurance
Company, an Oklahoma corporation, and that we are persons legally
competent to sign, acknowledge and execute Amended Articles of
Incorporation of American Fidelity Assurance Company pursuant to
the laws of the state of Oklahoma and we do hereby execute the
following Amended Articles of Incorporation of American Fidelity
Assurance Company and we further affirm that the following
amendments were adopted in the manner prescribed by the Statutes of
the State of Oklahoma, each such amendment being adopted on the
23rd day of December, 1971.

ARTICLE I

As filed: The name of this corporation is: American
Fidelity Assurance Company.

As amended: No change.

ARTICLE II

As filed: The duration of the corporation's existence
shall be perpetual.

As amended: No change.

ARTICLE III

As filed: The kinds of insurance the corporation is
formed to transact, and the objects, powers and purposes to be
transacted, promoted and carried on are:

(a) Upon the lives or health of persons and
families and every insurance appertaining thereto.

(b) To grant, purchase or dispose of annuities and
endowments.

(d) Hospitalization and dread disease coverage.

(e) Group life, health, accident and annuities.

(f) Credit life, health and accident insurance.

(g) To reinsure and to accept reinsurance and to
make and enter into contracts pertaining to the same.

(h) To issue policies on the ordinary, monthly
ordinary debit, industrial, family, or other plans.

(2) To own, acquire, buy, sell, mortgage, trade, lease,
convey, lease for oil and gas development and transfer any real,
personal or mixed property when the same shall be necessary or
convenient to enter into and carry out and perform any and all
contracts of every kind and character pertaining to its business.

(3) To employ such agents and solicitors for insurance
and such other agents, employees and officers as may be necessary
or desirable for the proper conduct and best interests of the
corporations.

As amended: No change.

ARTICLE IV

As filed: This corporation is and shall be a stock
company, non-assessable, and not a mutual company. The authorized
capital of this corporation shall be $600,000.00, consisting of
60,000 shares of common stock of the par value of ten ($10.00)
dollars per share.

As amended: This corporation is and shall be a stock
company, non-assessable, and not a mutual company. The authorized
capital of this corporation shall be $800,000.00, consisting of
80,000 shares of common stock of the par value of ten ($10.00)
dollars per share.

ARTICLE V

As filed: The affairs and business of this corporation
shall be managed, controlled and conducted by a Board of Directors
composed of not less than five nor more than fifteen members, in
accordance with and subject to such by-laws as shall be from time
to time adopted. The names and addresses of the current directors
of the corporation who shall hold office until the next annual
meeting of the shareholders or until their respective successors
shall be elected and qualified are as follows:

As amended: No change.

ARTICLE VI

As filed: The principal place of business shall be
located at 2901 Classen Blvd., Oklahoma City, Oklahoma, and
business may be transacted in every county in the State of
Oklahoma, and in such other states of the United States and such
other countries as the Board of Directors may from time to time
determine.

As amended: No change.

ARTICLE VII

As filed: The corporation's indebtedness shall be
limited only as directed by the laws of the State of Oklahoma and
acts of the Board of Directors.

As amended: No change.

ARTICLE VIII

As filed: Any process in any action or proceeding may be
served on the corporation by service upon C.B. Cameron, 2901
Classen Blvd., Oklahoma City, Oklahoma.

As amended: No change.

ARTICLE IX

1. Such amendments were proposed by a resolution of the
Board of Directors on the 1st day of December, 1971.

2. The amendment was unanimously adopted by the
shareholders in accordance with the provisions of Title 18, Sec.
153 of the "Business Corporation Act" on December 23, 1971.

IN WITNESS WHEREOF the undersigned corporation has caused
these Amended Articles to be executed this 27th day of December,
1971.

AMERICAN FIDELITY ASSURANCE COMPANY

BY C.B. CAMERON
C.B. CAMERON, President

ATTEST:

DON J. GUTTERIDGE, JR.
Don J. Gutteridge, Jr.
Secretary

(Corporate Seal)

STATE OF OKLAHOMA )
) SS:
COUNTY OF OKLAHOMA )

I, Linda Gaylene Henley, a Notary Public in and for said
county and state hereby certify that on the 27th day of December,
1971, C.B. Cameron, President and Don J. Gutteridge, Jr., Assistant
Secretary, personally appeared before me and being first duly sworn
acknowledge that they signed the foregoing document in the
respective capacity therein set forth and declared that the
statements therein contained are true

IN WITNESS WHEREOF I have hereunto set my hand and seal
the day and year first above written.

LINDA GAYLENE HENLEY
Linda Gaylene Henley
Notary Public

My Commission Expires:

October 12, 1975

(SEAL)
<PAGE>
[Filed December 31, 1975]

AMENDED ARTICLES OF INCORPORATION
OF
AMERICAN FIDELITY ASSURANCE COMPANY
(Domestic Stock Company)

STATE OF OKLAHOMA )
) SS:
COUNTY OF OKLAHOMA )

TO: THE INSURANCE COMMISSIONER OF THE STATE OF OKLAHOMA AND THE
SECRETARY OF STATE OF THE STATE OF OKLAHOMA:

We, the undersigned John W. Rex and Don J. Gutteridge, Jr.
do hereby certify that we hold the offices of Vice President and
Secretary respectively of American Fidelity Assurance Company, an
Oklahoma corporation, and that we are persons legally competent
to sign, acknowledge and execute Amended Articles of
Incorporation of American Fidelity Assurance Company pursuant to
the laws of the state of Oklahoma and we do hereby execute the
following Amended Articles of Incorporation of American Fidelity
Assurance Company and we further affirm that the following
amendments were adopted in the manner prescribed by the Statutes
of the State of Oklahoma, each such amendment being adopted on
the 30th day of December, 1975.

ARTICLE I

As filed: The name of this corporation is: American
Fidelity Assurance Company.

As amended: No change.

ARTICLE II

As filed: The duration of the corporation's existence
shall be perpetual.

As amended: No change.

ARTICLE III

As filed: The kinds of insurance the corporation is formed
to transact, and the objects, powers and purposes to be
transacted, promoted and carried on are:

(1) To engage in the insurance business as domestic, stock,
life and/or accident and health insuror, as authorized by Title
36, Sections 609, et seq. And Sections 2102, et seq. Oklahoma
Statutes Annotated, and the amendments, additions, and
supplements thereto, and generally to make, write, execute and
issue contracts and policies of insurance as follows:

(a) Upon the lives or health of persons and families
and every insurance appertaining thereto.

(b) To grant, purchase or dispose of annuities and
endowments.

(d) Hospitalization and dread disease coverage.

(e) Group life, health, accident and annuities.

(f) Credit life, health and accident insurance.

(g) To reinsure and to accept reinsurance and to make
and enter into contracts pertaining to the same.

(h) To issue policies on the ordinary, monthly
ordinary debit, industrial, family, or other plans.

(i) In connection with the foregoing but without
limitation on its general purposes, to issue any or all of its
policies with or without participation in profits, savings or
unabsorbed portions of premiums and to classify policies issued
on a participation or non-participating basis and to determine
the right to participate and the extent of participation of any
class or classes of policies.

(2) To own, acquire, buy, sell, mortgage, trade, lease,
convey, lease for oil and gas development and transfer any real,
personal or mixed property when the same shall be necessary or
convenient to enter into and carry out and perform any and all
contracts of every kind and character pertaining to its business.

(3) To employ such agents and solicitors for insurance and
such other agents, employees and officers as may be necessary or
desirable for the proper conduct and best interests of the
corporations.

(5) To do and perform every act, kindred, necessary or
convenient to properly carry out and perform any of the foregoing
purposes or either of them, in any state or territory of the
United States of America, or worldwide, not inconsistent with nor
prohibited by the Constitution or laws of the State of Oklahoma.

As Amended: No change.

ARTICLE IV

As Filed: This corporation is and shall be a stock
company, non-assessable, and not a mutual company. The
authorized capital of this corporation shall be $800,000.00,
consisting of 80,000 shares of common stock of the par value of
ten ($10.00) dollars per share.

As Amended: This corporation is and shall be a stock
company, non-assessable, and not a mutual company. The
authorized capital of this corporation shall be $1,000,000.00,
consisting of 100,000 shares of common stock of the par value of
ten ($10.00) dollars per share.

ARTICLE V

As Filed: The affairs and business of this corporation
shall be managed, controlled and conducted by a Board of
Directors composed of not less than five nor more than fifteen
members, in accordance with and subject to such by-laws as shall
be from time to time adopted. The names and addresses of the
current directors of the corporation who shall hold office until
the next annual meeting of the shareholders or until their
respective successors shall be elected and qualified are as
follows:

As Amended: No change.

ARTICLE VI

As Filed: The principal place of business shall be located
at 2901 Classen Blvd., Oklahoma City, Oklahoma, and business may
be transacted in every county in the State of Oklahoma, and in
such other states of the United States and such other countries
as the Board of Directors may from time to time determine.

As Amended: No change.

ARTICLE VII

As Filed: The corporation's indebtedness shall be limited
only as directed by the laws of the State of Oklahoma and acts of
the Board of Directors.

As Amended: No change.

ARTICLE VIII

As Filed: Any process in any action or proceeding may be
served on the corporation by service upon C.B. Cameron, 2901
Classen Blvd., Oklahoma City, Oklahoma.

As Amended: No change.

ARTICLE IX

(1) Such amendments were proposed by a resolution of the
Board of Directors on the 30th day of December, 1975.

(2) The amendment was unanimously adopted by the sole
shareholder in accordance with the provisions of Title 18, Sec.
153 of the "Business Corporation Act" on December 30, 1975.

IN WITNESS WHEREOF the undersigned corporation has caused
these Amended Articles to be executed this 30th day of December,
1975.

AMERICAN FIDELITY ASSURANCE COMPANY

By JOHN W. REX
John W. Rex
Vice President

ATTEST:

DON J. GUTTERIDGE, JR.
Don J. Gutteridge, Jr.
Secretary

(Corporate Seal)

STATE OF OKLAHOMA )
) SS:
COUNTY OF OKLAHOMA )

I, Mary Lue Lane, a Notary Public in and for said
county and state hereby certify that on the 30th day of December,
1975, John W. Rex, Vice President, and Don J. Gutteridge, Jr.,
Secretary, personally appeared before me and being first duly
sworn acknowledge that they signed the foregoing document in the
respective capacity therein set forth and declared that the
statements therein contained are true.

IN WITNESS WHEREOF I have hereunto set my hand and seal
the day and year first above written.

MARY LUE LANE
Mary Lue Lane
Notary Public

My Commission Expires:

March 3, 1979

(SEAL)
<PAGE>
[Filed November 13, 1979]

AMENDED ARTICLES OF INCORPORATION
OF
AMERICAN FIDELITY ASSURANCE COMPANY
(Domestic Stock Company)

STATE OF OKLAHOMA )
) SS:
COUNTY OF OKLAHOMA )

TO: THE INSURANCE COMMISSIONER OF THE STATE OF OKLAHOMA AND THE
SECRETARY OF STATE OF THE STATE OF OKLAHOMA:

We, the undersigned John W. Rex and Don J. Gutteridge, Jr. do
hereby certify that we hold the offices of Senior Vice President
and Vice President/Secretary respectively of American Fidelity
Assurance Company, an Oklahoma corporation, and that we are persons
legally competent to sign, acknowledge and execute Amended Articles
of Incorporation of American Fidelity Assurance Company pursuant to
the laws of the state of Oklahoma and we do hereby execute the
following Amended Articles of Incorporation of American Fidelity
Assurance Company and we further affirm that the following
amendments were adopted in the manner prescribed by the Statutes of
the State of Oklahoma, each such amendment being adopted on the
30th day of October, 1979.

ARTICLE I
As filed: The name of this corporation is: American
Fidelity Assurance Company.

As amended: No change.

ARTICLE II

As filed: The duration of the corporation's existence shall
be perpetual.

As amended: No change.

ARTICLE III

As filed: The kinds of insurance the corporation is formed to
transact, and the objects, powers and purposes to be transacted,
promoted and carried on are:

(1) To engage in the insurance business as domestic, stock,
life and/or accident and health insuror, as authorized by Title 36,
Sections 609, et seq. And Sections 2102, et seq. Oklahoma Statutes
Annotated, and the amendments, additions, and supplements thereto,
and generally to make, write, execute and issue contracts and
policies of insurance as follows:

(a) Upon the lives or health of persons and families and
every insurance appertaining thereto.

(b) To grant, purchase or dispose of annuities and
endowments.

(d) Hospitalization and dread disease coverage.

(e) Group life, health, accident and annuities.

(f) Credit life, health and accident insurance.

(g) To reinsure and to accept reinsurance and to make
and enter into contracts pertaining to the same.

(h) To issue policies on the ordinary, monthly ordinary
debit, industrial, family, or other plans.

(2) To own, acquire, buy, sell, mortgage, trade, lease,
convey, lease for oil and gas development and transfer any real,
personal or mixed property when the same shall be necessary or
convenient to enter into and carry out and perform any and all
contracts of every kind and character pertaining to its business.

(3) To employ such agents and solicitors for insurance and
such other agents, employees and officers as may be necessary or
desirable for the proper conduct and best interests of the
corporations.

(4) To invest the assets, capital, reserve, surplus, and any
money or assets of whatsoever kind and character belonging to this
corporation in such securities and assets and in such manner as
provided and authorized by the laws of the State of Oklahoma.

As amended: No change.

ARTICLE IV

As filed: This corporation is and shall be a stock company,
non-assessable, and not a mutual company. The authorized capital
of this corporation shall be $1,000,000.00, consisting of 100,000
shares of common stock of the par value of ten ($10.00) dollars per
share.

As amended: This corporation is and shall be a stock
company, non-assessable, and not a mutual company. The authorized
capital of this corporation shall be $2,000,000.00, consisting of
200,000 shares of common stock of the par value of ten ($10.00)
dollars per share.

ARTICLE V

As filed: The affairs and business of this corporation shall
be managed, controlled and conducted by a Board of Directors
composed of not less than five nor more than fifteen members, in
accordance with and subject to such by-laws as shall be from time
to time adopted. The names and addresses of the current directors
of the corporation who shall hold office until the next annual
meeting of the shareholders or until their respective successors
shall be elected and qualified are as follows:

As amended: The affairs and business of this corporation
shall be managed, controlled and conducted by Board of Directors
composed of not less than vie nor more than fifteen members in
accordance with and subject to such by-laws as shall be from time
to time adopted. The names and addresses of the current directors
of the corporation who shall hold office until the next annual
meeting of the shareholders or until their respective successors
shall be elected and qualified are as follows:

C. W. Cameron, Oklahoma City, Oklahoma
W.D. Carr, Stillwater, Oklahoma
H.A. Conner, Oklahoma City, Oklahoma
W.E. Durrett, Oklahoma City, Oklahoma
E.C. Joullian III, Oklahoma City, Oklahoma

ARTICLE VI

As filed: The principal place of business shall be located
at 2901 Classen Blvd., Oklahoma City, Oklahoma, and business may be
transacted in every county in the State of Oklahoma, and in such
other states of the United States and such other countries as the
Board of Directors may from time to time determine.

As amended: The principal place of business shall be located
at 2000 Classen Center, Oklahoma City, Oklahoma, and business may
be transacted in every county in the State of Oklahoma, and in such
other states of the United States and such other countries as the
Board of Directors may from time to time determine.

ARTICLE VII

As filed: The corporation's indebtedness shall be limited
only as directed by the laws of the State of Oklahoma and acts of
the Board of Directors.

As amended: No change.

ARTICLE VIII

As filed: Any process in any action or proceeding may be
served on the corporation by service upon C.B. Cameron, 2901
Classen Blvd., Oklahoma City, Oklahoma.

As amended: Any process in any action or proceeding may be
served on the corporation by service upon Don J. Gutteridge, Jr.,
2000 Classen Center, Oklahoma City, Oklahoma.

ARTICLE IX

(1) Such amendments were proposed by a resolution of the
Board of Directors on the 30th day of October, 1979.

(2) The amendment was unanimously adopted by the sole
shareholder in accordance with the provisions of Title 18, Sec. 153
of the "Business Corporation Act" on October 30, 1979.

IN WITNESS WHEREOF the undersigned corporation has caused
these Amended Articles to be executed this 30th day of October,
1979.

AMERICAN FIDELITY ASSURANCE COMPANY

By JOHN W. REX
John W. Rex
Senior Vice President

ATTEST:

DON J. GUTTERIDGE, JR.
Don J. Gutteridge, Jr.
Vice President/Secretary

(Corporate Seal)

STATE OF OKLAHOMA )
) SS:
COUNTY OF OKLAHOMA )

I, Mary Lue Lane, a Notary Public in and for said county and
state hereby certify that on the 30th day of October, 1979, John W.
Rex, Senior Vice President, and Don J. Gutteridge, Jr., Vice
President/Secretary, personally appeared before me and being first
duly sworn acknowledge that they signed the foregoing document in
the respective capacity therein set forth and declared that the
statements therein contained are true.

IN WITNESS WHEREOF I have hereunto set my hand and seal the
day and year first above written.

MARY LUE LANE
Mary Lue Lane
Notary Public

My Commission Expires: 3/3/83

(SEAL)
<PAGE>
[Filed November 30, 1987]

CERTIFICATE OF AMENDMENT
TO
AMENDED ARTICLES OF INCORPORATION
OF
AMERICAN FIDELITY ASSURANCE COMPANY

NOVEMBER 4, 1987

_________________________________________

We, the undersigned William E. Durrett and Stephen P.
Garrett as President and Secretary, respectively, of American
Fidelity Assurance Company, an Oklahoma corporation, do hereby
certify that the Board of Directors of said corporation on the
4th day of November 1987 duly adopted a resolution to amend the
Articles of Incorporation as follows:

ARTICLE I

As filed: The name of this corporation is: AMERICAN
FIDELITY ASSURANCE COMPANY.

As amended: No change.

ARTICLE II

As filed: The duration of the corporation's existence
shall be perpetual.

As amended: No change.

ARTICLE III

As filed:The kinds of insurance the corporation is formed to
transact, and the objects, powers and purposes to be transacted,
promoted and carried on are:

(1) To engage in the insurance business as domestic, stock,
life and/or accident and health insuror, as authorized by Title
36, Sections 609, et seq. And Sections 2102, et seq. Oklahoma
Statutes Annotated, and the amendments, additions, and
supplements thereto, and generally to make, write, execute and
issue contracts and policies of insurance as follows:

(a) Upon the lives or health of persons and
families and every insurance appertaining
thereto.

(b) To grant, purchase or dispose of annuities
and endowments.

(d) Hospitalization and dread disease coverage.

(e) Group life, health, accident and annuities.

(f) Credit life, health and accident insurance.

(g) To reinsure and to accept reinsurance and to
make and enter into contracts pertaining to
the same.

(h) To issue policies on the ordinary, monthly
ordinary debit, industrial, family, or other
plans.

(i) In connection with the foregoing but without
limitation on its general purposes, to issue
any or all of its policies with or without
participation in profits, savings or
unabsorbed portions of premiums and to
classify policies issued on a participation
or non-participating basis and to determine
the right to participate and the extent of
participation of any class or classes of
policies.

(2) To own, acquire, buy, sell, mortgage, trade, lease,
convey, lease for oil and gas development and transfer any real,
personal or mixed property when the same shall be necessary or
convenient to enter into and carry out and perform any and all
contracts of every kind and character pertaining to its business.

(3) To employ such agents and solicitors for insurance and
such other agents, employees and officers as may be necessary or
desirable for the proper conduct and best interests of the
corporations.

(5) To do and perform every act, kindred, necessary or
convenient to properly carry out and perform any of the foregoing
purposes or either of them, in any state or territory of the
United States of America, or worldwide, not inconsistent with nor
prohibited by the Constitution or laws of the State of Oklahoma.

As amended: No change.

ARTICLE IV

As filed: This corporation is and shall be a stock
company, non-assessable, and not a mutual company. The
authorized capital of this corporation shall be $2,000,000.00,
consisting of 200,000 shares of common stock of the par value of
ten ($10.00) dollars per share.

As amended: This corporation is and shall be a stock
company, non-assessable, and not a mutual company. The
authorized capital of this corporation shall be $2,500,000.00,
consisting of 250,000 shares of common stock of the par value of
ten ($10.00) dollars per share.

ARTICLE V

As filed: The affairs and business of this corporation
shall be managed, controlled and conducted by a Board of
Directors composed of not less than five nor more than fifteen
members, in accordance with and subject to such By-laws as shall
be from time to time adopted. The names and addresses of the
current directors of the corporation who shall hold office until
the next annual meeting of the shareholders or until their
respective successors shall be elected and qualified are as
follows:

C.W. Cameron, Oklahoma City, Oklahoma
W.D. Carr, Stillwater, Oklahoma
H.A. Conner, Oklahoma City, Oklahoma
W.E. Durrett, Oklahoma City, Oklahoma
E.C. Joullian, III, Oklahoma City, Oklahoma

As amended: The affairs and business of this corporation
shall be managed, controlled and conducted by Board of Directors
composed of not less than five nor more than fifteen members in
accordance with and subject to such By-laws as shall be from time
to time adopted. The names and addresses of the current
directors of the corporation who shall hold office until the next
annual meeting of the shareholders or until their respective
successors shall be elected and qualified are as follows:

C. W. Cameron, Oklahoma City, Oklahoma
William M. Cameron, Oklahoma City, Oklahoma
William E. Durrett, Oklahoma City, Oklahoma
E.C. Joullian III, Oklahoma City, Oklahoma
John W. Rex, Oklahoma City, Oklahoma
Galen P. Robbins, Oklahoma City, Oklahoma
John D. Smith, Atlanta, Georgia

ARTICLE VI

As filed: The principal place of business shall be located
at 2000 Classen Center, Oklahoma City, Oklahoma, and business may
be transacted in every county in the State of Oklahoma, and in
such other states of the United States and such other countries
as the Board of Directors may from time to time determine.

As amended: No change.

ARTICLE VII

As filed: The corporation's indebtedness shall be limited
only as directed by the laws of the State of Oklahoma and acts of
the Board of Directors.

As amended: No change.

ARTICLE VIII

As filed: Any process in any action or proceeding may be
served on the corporation by service upon Don J. Gutteridge, Jr.,
2000 Classen Center, Oklahoma City, Oklahoma.

As amended: Any process in any action or proceeding may be
served on the corporation by service upon Stephen P. Garrett,
2000 Classen Center, 7th Floor, North Building, Oklahoma City,
Oklahoma 73106.

The number of shares of the corporation outstanding and
entitled to vote on an amendment to the Articles of Incorporation
is 250,000; that the said change(s) and amendment has been
consented to and approved by a majority vote of the stockholders
holding at least a majority of each class of stock outstanding
and entitled to vote thereon.

AMERICAN FIDELITY ASSURANCE COMPANY

By WILLIAM E. DURRETT
William E. Durrett, President

ATTEST:

STEPHEN P. GARRETT
Stephen P. Garrett
Secretary

(SEAL)

STATE OF OKLAHOMA )
) SS:
COUNTY OF OKLAHOMA )

Before me the undersigned, a Notary Public in and for said
County and State, on this 4th day of November, 1987; personally
appeared WILLIAM E. DURRETT and STEPHEN P. GARRETT, in their
capacity as Senior Vice President and Secretary, respectively, of
AMERICAN FIDELITY ASSURANCE COMPANY, an Oklahoma corporation, to
me known to be the identical person who executed the within and
foregoing instrument and acknowledged to me that they executed
the same as their free and voluntary act in deed for the uses and
purposed therein set forth.

Given under my hand and seal the day and year last above
written.

B.K. FRAZIER
B.K. Frazier
Notary Public

My Commission Expires:

10-15-89

(SEAL)

FUND PARTICIPATION AGREEMENT

THIS AGREEMENT is made as of the ____ day of
__________, 1998, between AMERICAN FIDELITY DUAL STRATEGY FUND,
INC., an open-end management investment company organized as a
Maryland corporation (the "Fund"), and AMERICAN FIDELITY
ASSURANCE COMPANY, a life insurance company organized and
domiciled under the laws of the State of Oklahoma (the
"Company"), on its own behalf and on behalf of each segregated
asset account of the Company which may be set forth on Schedule A
as attached hereto, as amended from time to time (the
"Accounts").

W I T N E S S E T H:

WHEREAS, the Fund has filed a registration statement
with the Securities and Exchange Commission to register itself as
an open-end management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act"), and to register
the offer and sale of its shares under the Securities Act of
1933, as amended (the "1933 Act"); and

WHEREAS, the Fund desires to act as an investment
vehicle for separate accounts established for variable annuity
contracts to be offered by insurance companies that have entered
into participation agreements with the Fund (the "Participating
Insurance Companies"); and

WHEREAS, American Fidelity Securities, Inc. (the
"Underwriter") is registered as a broker-dealer with the
Securities and Exchange Commission (the "SEC") under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), is
a member in good standing of the National Association of
Securities Dealers, Inc. (the "NASD") and acts as principal
underwriter of the shares of the Fund; and

WHEREAS, the Company is duly registered as an
investment adviser under the Investment Advisers Act of 1940, as
amended, and any applicable state securities law, and acts as the
Fund's investment adviser; and

WHEREAS, the Company has registered or will register
under the 1933 Act certain variable annuity contracts funded or
to be funded through one or more of the Accounts (the
"Contracts"); and

WHEREAS, the Company has registered or will register
each Account as a unit investment trust under the 1940 Act; and

WHEREAS, to the extent permitted by applicable
insurance laws and regulations, the Company intends to purchase
shares in the Fund (the "Shares") on behalf of the Accounts to
fund the Contracts, and the Fund intends to sell such Shares to
the relevant Accounts at such Shares' net asset value.

NOW, THEREFORE, in consideration of their mutual
promises, the parties agree as follows:

ARTICLE 1

SALE OF THE FUND SHARES

1.1 Subject to Section 1.3 of this Agreement, the Fund
shall cause the Underwriter to make Shares available to the
Accounts at such Shares' most recent net asset value provided to
the Company prior to receipt of such purchase order by the Fund
(or the Underwriter as its agent), in accordance with the
operational procedures mutually agreed to by the Underwriter and
the Company from time to time and the provisions of the
then-current prospectus of the Fund. Shares of the Fund shall be
ordered in such quantities and at such times as determined by the
Company to be necessary to meet the requirements of the
Contracts. The Directors of the Fund (the "Directors") may
refuse to sell Shares of the Fund to any person (including the
Company and the Accounts), or suspend or terminate the offering
of Shares if such action is required by law or by regulatory
authorities having jurisdiction or is, in the sole discretion of
the Directors acting in good faith and in light of their
fiduciary duties under federal and any applicable state laws,
necessary in the best interests of the shareholders of the Fund.

1.2 Subject to Section 1.3 of this Agreement, the Fund
will redeem any full or fractional Shares when requested by the
Company on behalf of an Account at such Shares' most recent net
asset value provided to the Company prior to receipt by the Fund
(or the Underwriter as its agent) of the request for redemption,
as established in accordance with the operational procedures
mutually agreed to by the Underwriter and the Company from time
to time and the provisions of the then-current prospectus of the
Fund. The Fund shall make payment for such Shares in the manner
established from time to time by the Fund, but in no event shall
payment be delayed for a greater period than is permitted by the
1940 Act (including any rule or order of the SEC thereunder).

1.3 The Fund shall accept purchase and redemption
orders resulting from investment in and payments under the
Contracts on each Business Day, provided that such orders are
received prior to 9:00 a.m. on such Business Day and reflect
instructions received by the Company from Contract holders in
good order prior to the time the net asset value of the Fund is
priced in accordance with its prospectus (the "valuation time")
on the prior Business Day. Any purchase or redemption order for
Shares received, on any Business Day, after the valuation time on
such Business Day shall be deemed received prior to 9:00 a.m. on
the next succeeding Business Day. "Business Day" shall mean any
day on which the Company is open for business and on which the
Fund calculates its net asset value pursuant to the rules of the
SEC. Purchase and redemption orders shall be provided by the
Company to the Underwriter as agent for the Fund in such written
or electronic form (including facsimile) as may be mutually
acceptable to the Company and the Underwriter. The Underwriter
may reject purchase and redemption orders that are not in proper
form. In the event that the Company and the Underwriter agree to
use a form of written or electronic communication which is not
capable of recording the time, date and recipient of any
communication and confirming good transmission, the Company
agrees that it shall be responsible (i) for confirming with the
Underwriter that any communication sent by the Company was in
fact received by the Underwriter in proper form, and (ii) for the
effect of any delay in the Underwriter's receipt of such
communication in proper form. The Fund and its agents shall be
entitled to rely, and shall be fully protected from all liability
in acting, upon the instructions of the persons named in the list
of authorized individuals attached hereto as Schedule B, or any
subsequent list of authorized individuals provided to the Fund or
its agents by the Company in such form, without being required to
determine the authenticity of the authorization or the authority
of the persons named therein.

1.4 Purchase orders that are transmitted to the Fund
in accordance with Section 1.3 of this Agreement shall be paid
for no later than 12:00 noon on the same Business Day that the
Fund receives notice of the order. Payments shall be made in
federal funds transmitted by wire and/or a credit for any Shares
purchased the same day as a redemption. In the event that the
Company shall fail to pay in a timely manner for any purchase
order validly received by the Underwriter on behalf of the Fund
pursuant to Section 1.3 of this Agreement (whether or not such
failure is the fault of the Company), the Company shall hold the
Fund harmless from any losses reasonably sustained by the Fund as
the result of acting in reliance on such purchase order.

1.5 Issuance and transfer of the Fund's Shares will be
by book entry only. Stock certificates will not be issued to the
Company or to any Account. Shares ordered from the Fund will be
recorded in the appropriate title for each Account.

1.6 The Fund shall furnish prompt notice to the
Company of any income, dividends or capital gain distribution
payable on Shares. The Company hereby elects to receive all such
income, dividends and capital gain distributions as are payable
on Shares in additional Shares of the Fund. The Fund shall
notify the Company of the number of Shares so issued as payment
of such dividends and distributions.

1.7 The Fund shall make the net asset value per share
for the Fund available to the Company on a daily basis as soon as
reasonably practical after such net asset value per share is
calculated and shall use its best efforts to make such net asset
value per share available by 6:30 p.m., New York time.

1.8 The Company agrees that it will not take any
action to operate any Account as a management investment company
under the 1940 Act without the Fund's and the Underwriter's prior
written consent.

1.9 The Fund agrees that its Shares will be sold only
to Participating Insurance Companies and their separate accounts.
No Shares will be sold directly to the general public. The
Company agrees that Fund Shares will be used only for the
purposes of funding the Contracts and Accounts listed in Schedule
A, as such schedule may be amended from time to time.

1.10 The Fund agrees that all Participating Insurance
Companies shall have the obligations and responsibilities
regarding pass-through voting and conflicts of interest
corresponding to those contained in Section 2.9 and Article 4 of
this Agreement.

ARTICLE 2

OBLIGATION OF THE PARTIES

2.1 The Fund shall prepare and be responsible for
filing with the SEC and any state securities regulators requiring
such filing, all shareholder reports, notices, proxy materials
(or similar materials such as voting instruction solicitation
materials), prospectuses and statements of additional information
of the Fund. Except as the Company and the Fund have otherwise
agreed, the Company shall bear the costs of registration and
qualification of the Fund's Shares, preparation and filing of the
documents listed in this Section 2.1 and all taxes to which an
issuer is subject on the issuance and transfer of its shares.

2.2 At least annually, the Fund or its designee shall
provide the Company, at the Company's expense, with as many
copies of the current prospectus for the Shares as the Company
may reasonably request for distribution to existing Contract
owners whose Contracts are funded by such Shares. The Fund or
its designee shall provide the Company, at the Company's expense,
with as many copies of the current prospectus for the Shares as
the Company may reasonably request for distribution to
prospective purchasers of Contracts. If requested by the Company
in lieu thereof, the Fund or its designee shall provide such
documentation (including a "camera ready" copy of the new
prospectus as set in type) and other assistance as is reasonably
necessary in order for the parties hereto once each year (or more
frequently if the prospectus for the Shares is supplemented or
amended) to have the prospectus for the Contracts and the
prospectus for the Shares printed together in one document; the
expenses of such printing to be borne by the Company. In the
event that the Company requests that the Fund or its designee
provide the Fund's prospectus in a "camera ready" format, the
Fund shall be responsible solely for providing the prospectus in
the format in which it is accustomed to formatting prospectuses,
and the Company shall bear the expense of adjusting or changing
the format to conform with any of its prospectuses.

2.3 The prospectus for the Shares shall state that the
statement of additional information for the Shares is available
from the Fund or its designee. The Fund or its designee, at the
Company's expense, shall print and provide such statement of
additional information to the Company (or a master of such
statement suitable for duplication by the Company) for
distribution to any owner of a Contract funded by the Shares.
The Fund or its designee, at the Company's expense, shall print
and provide such statement to the Company (or a master of such
statement suitable for duplication by the Company) for
distribution to any prospective purchaser who requests such
statement.

2.4 The Fund or its designee shall provide the
Company, at the Company's expense, copies, if and to the extent
applicable to the Shares, of the Fund's proxy materials, reports
to shareholders and other communications to shareholders in such
quantity as the Company shall reasonably require for distribution
to Contract owners.

2.5 The Company shall furnish, or cause to be
furnished, to the Fund or its designee, a copy of each prospectus
for the Contracts or statement of additional information for the
Contracts in which the Fund or its investment adviser is named
prior to the filing of such document with the SEC. The Company
shall furnish, or shall cause to be furnished, to the Fund or its
designee, each piece of sales literature or other promotional
material in which the Fund or its investment adviser is named, at
least five Business Days prior to its use. No such prospectus,
statement of additional information or material shall be used if
the Fund or its designee reasonably objects to such use within
five Business Days after receipt of such material.

2.6 The Company shall not give any information or make
any representations or statements on behalf of the Fund or
concerning the Fund or its investment adviser in connection with
the sale of the Contracts other than information or
representations contained in and accurately derived from the
registration statement or prospectus for the Fund Shares (as such
registration statement and prospectus may be amended or
supplemented from time to time), reports of the Fund,
Fund-sponsored proxy statement, or in sales literature or other
promotional material approved by the Fund or its designee, except
with the written permission of the Fund or its designee.

2.7 The Fund shall not give any information or make
any representations or statements on behalf of the Company or
concerning the Company, the Accounts or the Contracts other than
information or representations contained in and accurately
derived from the registration statement or prospectus for the
Contracts (as such registration statement and prospectus may by
amended or supplemented from time to time), or in materials
approved by the Company for distribution including sales
literature or other promotional materials, except with the
written permission of the Company.

2.8 The Company shall amend the registration statement
of the Contracts under the 1933 Act and registration statement
for each Account under the 1940 Act from time to time as required
in order to effect the continuous offering of the Contracts or as
may otherwise be required by applicable law. The Company shall
register and qualify the Contracts for sale to the extent
required by applicable securities laws and insurance laws of the
various states.

2.9 Solely with respect to Contracts and Accounts that
are subject to the 1940 Act, so long as, and to the extent that,
the SEC interprets the 1940 Act to require pass-through voting
privileges: (a) the Company will provide pass-through voting
privileges to owners of Contracts, through the Accounts, in
Shares of the Fund; (b) the Fund shall require all Participating
Insurance Companies to calculate voting privileges in the same
manner and the Company shall be responsible for assuring that the
Accounts calculate voting privileges in the manner established by
the Fund; (c) with respect to each Account, the Company will vote
Shares of the Fund held by the Account and for which no timely
voting instructions from Contract owners are received, as well as
Shares held by the Account that are owned by the Company for its
general account, in the same proportion as the Company votes
Shares held by the Account for which timely voting instructions
are received from Contract owners; and (d) the Company and its
agents will in no way recommend or oppose or interfere with the
solicitation of proxies for Fund Shares held by Contract owners
without the prior written consent of the Fund, which consent may
be withheld in the Fund's sole discretion.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1 The Company represents and warrants that it is an
insurance company duly organized and in good standing under the
laws of the State of Oklahoma and has established each Account as
a segregated asset account under such law.

3.2 The Company represents and warrants that it has
registered or, prior to any issuance or sale of the Contracts,
will register each Account as a unit investment trust in
accordance with the provisions of the 1940 Act to serve as a
segregated investment account for the Contracts.

3.3 The Company represents and warrants that the
issuance of the Contracts will be registered under the 1933 Act
prior to any issuance or sale of the Contracts; the Contracts
will be issued and sold in compliance in all material respects
with all applicable federal and state laws; and the sale of the
Contracts shall comply in all material respects with state
insurance suitability requirements.

3.4 The Company represents and warrants that the
Contracts are currently and at the time of issuance will be
treated as annuity contracts under applicable provisions of the
Internal Revenue Code of 1986, as amended (the "Code"). The
Company shall make every effort to maintain such treatment and
shall notify the Fund and the Underwriter immediately upon having
a reasonable basis for believing that the Contracts have ceased
to be so treated or that they might not be so treated in the
future.

3.5 The Fund represents and warrants that it is duly
organized and validly existing under the laws of the State of
Maryland.

3.6 The Fund represents and warrants that the sale of
the Fund Shares offered and sold pursuant to this Agreement will
be registered under the 1933 Act and that the Fund is registered
under the 1940 Act. The Fund shall use its best efforts to amend
its registration statement under the 1933 Act and the 1940 Act
from time to time as required in order to effect the continuous
offering of its shares. The Company shall advise the Fund of any
state requirements to register Shares for sale in such states.
If the Fund determines registration is appropriate, the Fund
shall use its best efforts to register and qualify its Shares for
sale in accordance with the laws of such jurisdictions reasonably
requested by the Company.

3.7 The Fund represents and warrants that its
investments will comply with the diversification requirements set
forth in section 817(h) of the Code and the rules and regulations
thereunder.

ARTICLE 4

POTENTIAL CONFLICTS

4.1 The parties acknowledge that the Fund's Shares may
be made available for investment to other Participating Insurance
Companies. In such event, the Directors will monitor the Fund
for the existence of any material irreconcilable conflict between
the interests of the contract owners of all Participating
Insurance Companies. An irreconcilable material conflict may
arise for a variety of reasons, including: (a) an action by any
state insurance regulatory authority; (b) a change in applicable
federal or state insurance, tax, or securities laws or
regulations, or a public ruling, private letter ruling, no-action
or interpretative letter, or any similar action by insurance,
tax, or securities decision in any relevant proceeding; (c) an
administrative or judicial decision in any relevant proceeding;
(d) the manner in which the investments of the Fund are being
managed; (e) a difference in voting instructions given by
variable annuity contract; or (f) a decision by an insurer to
disregard the voting instructions of contract owners. The
Directors shall promptly inform the Company if they determine
that an irreconcilable material conflict exists and the
implications thereof.

4.2 The Company agrees to promptly report any
potential or existing conflicts of which it is aware to the
Directors. The Company will assist the Directors in carrying out
their responsibilities by providing the Directors with all
information reasonably necessary for the Directors to consider
any issues raised including, but not limited to, information as
to a decision by the Company to disregard Contract owner voting
instructions.

4.3 If it is determined by a majority of the
Directors, or a majority of the Fund's Directors who are not
affiliated with the Company or the Underwriter (the
"Disinterested Directors"), that a material irreconcilable
conflict exists that affects the interests of Contract owners,
the Company shall, in cooperation with other Participating
Insurance Companies whose contract owners are also affected, at
its expense and to the extent reasonably practicable (as
determined by the Directors) take whatever steps are necessary to
remedy or eliminate the irreconcilable material conflict, which
steps could include: (a) withdrawing the assets allocable to
some or all of the Accounts from the Fund and reinvesting such
assets in a different investment medium, or submitting the
question of whether or not such segregation should be implemented
to a vote of all affected Contract owners and, as appropriate,
segregating the assets of any appropriate group (i.e., annuity
contract owners or variable contract owners of one or more
Participating Insurance Companies) that votes in favor of such
segregation, or offering to the affected Contract owners the
option of making such a change; and (b) establishing a new
registered management investment company or managed separate
account.

4.4 If a material irreconcilable conflict arises
because of a decision by the Company to disregard Contract owner
voting instructions and that decision represents a minority
position or would preclude a majority vote, the Company may be
required, at the Fund's election, to withdraw the affected
Account's (or Accounts') investment in the Fund and terminate
this Agreement with respect to such Account(s); provided,
however, that such withdrawal and termination shall be limited to
the extent required by the foregoing material irreconcilable
conflict as determined by a majority of the Disinterested
Directors. Any such withdrawal and termination must take place
within 30 days after the Fund gives written notice that this
provision is being implemented. Until the end of such 30
day-period, the Fund shall continue to accept and implement
orders by the Company for the purchase and redemption of Shares
of the Fund.

4.5 If a material irreconcilable conflict arises
because a particular state insurance regulator's decision
applicable to the Company conflicts with the majority of other
state regulators, then the Company will withdraw the affected
Account's (or Accounts') investment in the Fund and terminate
this Agreement with respect to such Account(s) within 30 days
after the Fund informs the Company in writing that it has
determined that such decision has created an irreconcilable
material conflict; provided, however, that such withdrawal and
termination shall be limited to the extent required by the
foregoing material irreconcilable conflict as determined by a
majority of the Disinterested Directors. Until the end of such
30-day period, the Fund shall continue to accept and implement
orders by the Company for the purchase and redemption of Shares
of the Fund.

4.6 For purposes of Sections 4.3 through 4.6 of this
Agreement, a majority of the Disinterested Directors shall
determine whether any proposed action adequately remedies any
irreconcilable material conflict, but in no event will the
Company be required to establish a new funding medium for the
Contracts if an offer to do so has been declined by vote of a
majority of Contract owners materially adversely affected by the
irreconcilable material conflict. In the event that the
Directors determine that any proposed action does not adequately
remedy any irreconcilable material conflict, then the Company
will withdraw the affected Account's (or Accounts') investment in
the Fund and terminate this Agreement with respect to such
Account(s) within 30 days after the Directors inform the Company
in writing of the foregoing determination; provided, however,
that such withdrawal and termination shall be limited to the
extent required by any such material irreconcilable conflict as
determined by a majority of the Disinterested Directors.

ARTICLE 5

INDEMNIFICATION

5.1 Indemnification by the Company. The Company
agrees to indemnify and hold harmless the Fund and each of its
Directors, officers, employees and agents and each person, if
any, who controls the Fund within the meaning of Section 15 of
the 1933 Act (collectively the "Indemnified Parties" for purposes
of this Article 5) against any and all losses, claims, damages,
liabilities (including amounts paid in settlement with the
written consent of the Company) or expenses (including the
reasonable costs of investigating or defending any alleged loss,
claim, damage, liability or expense and reasonable legal counsel
fees incurred in connection therewith) (collectively, "Losses"),
to which such Indemnified Parties may become subject under any
statute or regulation, or common law or otherwise, insofar as
such Losses:

(a) arise out of or are based upon any untrue
statements or alleged untrue statements of any material
fact contained in a registration statement or
prospectus for the Contracts or in the Contracts
themselves or in sales literature generated or approved
by the Company on behalf of the Contracts or Accounts
(or any amendment or supplement to any of the
foregoing) (collectively, "Company Documents" for the
purposes of this Article 5), or arise out of or are
based upon the omission or the alleged omission to
state therein a material fact required to be stated
therein or necessary to make the statements therein not
misleading, provided that this indemnity shall not
apply as to any Indemnified Party if such statement or
omission or such alleged statement or omission was made
in reliance upon and was accurately derived from
written information furnished to the Company by or on
behalf of the Fund for use in Company Documents or
otherwise for use in connection with the sale of the
Contracts or Shares; or

(b) arise out of or result from statements or
representations (other than statements or
representations contained in and accurately derived
from Fund Documents (as defined in Section 5.2(a)
below) or wrongful conduct of the Company or persons
under its control, with respect to the sale or
acquisition of the Contracts or Shares; or

(c) arise out of or result from any untrue
statement or alleged untrue statement of a material
fact contained in Fund Documents or the omission or
alleged omission to state therein a material fact
required to be stated therein or necessary to make the
statements therein not misleading if such statement or
omission was made in reliance upon and accurately
derived from written information furnished to the Fund
by or on behalf of the Company; or

(d) arise out of or result from any failure by
the Company to provide the services or furnish the
materials required under the terms of this Agreement;
or

(e) arise out of or result from any material
breach of any representation and/or warranty made by
the Company in this Agreement or arise out of or result
from any other material breach of this Agreement by the
Company.

5.2 Indemnification by the Fund. The Fund agrees to
indemnify and hold harmless the Company and each of its
directors, officers, employees and agents and each person, if
any, who controls the Company within the meaning of Section 15 of
the 1933 Act (collectively, the "Indemnified Parties" for
purposes of this Article 5) against any and all losses, claims,
damages, liabilities (including amounts paid in settlement with
the written consent of the Fund) or expenses (including the
reasonable costs of investigating or defending any alleged loss,
claim, damage, liability or expense and reasonable legal counsel
fees incurred in connection therewith) (collectively, "Losses"),
to which such Indemnified Parties may become subject under any
statute or regulation, or at common law or otherwise, insofar as
such Losses:

(a) arise out of or are based upon any untrue
statements or alleged untrue statement of any material
fact contained in the registration statement or
prospectus for the Fund (or any amendment or supplement
thereto) or in sales literature approved by the Fund
(but solely with respect to statements regarding the
Fund), (collectively, "Fund Documents" for the purposes
of this Article 5), or arise out of or are based upon
the omission or the alleged omission to state therein a
material fact required to be stated therein or
necessary to make the statements therein not
misleading, provided that this indemnity shall not
apply as to any Indemnified Party if such statement or
omission or such alleged statement or omission was made
in reliance upon and was accurately derived from
written information furnished to the Fund by or on
behalf of the Company for use in Fund Documents or
otherwise for use in connection with the sale of the
Contracts or Shares; or

(b) arise out of or result from statement or
representations (other than statements or
representations contained in and accurately derived
from Company Documents) or wrongful conduct of the Fund
or persons under its control, with respect to the sale
or acquisition of the Contracts or Shares; or

(c) arise out of or result from any untrue
statement or alleged untrue statement of a material
fact contained in Company Documents or the omission or
alleged omission to state therein a material fact
required to be stated therein or necessary to make the
statements therein not misleading if such statement or
omission was made in reliance upon and accurately
derived from written information furnished to the
Company by or on behalf of the Fund; or

(d) arise out of or result from any failure by
the Fund to provide the services or furnish the
materials required under the terms of this Agreement;
or

(e) arise out of or result from any material
breach of any representation and/or warranty made by
the Fund in this Agreement or arise out of or result
from any other material breach of this Agreement by the
Fund.

5.3 Neither the Company nor the Fund shall be liable
under the indemnification provisions of Section 5.1 or 5.2, as
applicable, with respect to any Losses incurred or assessed
against any Indemnified Party to the extent such Losses arise out
of or result from such Indemnified Party's willful misfeasance,
bad faith or negligence in the performance of such Indemnified
Party's duties or by reason of such Indemnified Party's reckless
disregard of obligations or duties under this Agreement.

5.4 Neither the Company nor the Fund shall be liable
under the indemnification provisions of Section 5.1 or 5.2, as
applicable, with respect to any claim made against an Indemnified
Party unless such Indemnified Party shall have notified the party
against whom indemnification is sought in writing within five
business days after the summons, or other first written
notification, giving information of the nature of the claim shall
have been served upon or otherwise received by such Indemnified
Party (or after such Indemnified Party shall have received notice
of service upon or other notification to any designated agent),
but failure to notify the party against whom indemnification is
sought of any such claim shall not relieve that party from any
liability that it may have to the Indemnified Party in the
absence of Sections 5.1 and 5.2.

5.5 In case any such action is brought against the
Indemnified Parties, the indemnifying party shall be entitled to
participate, at its own expense, in the defense of such action.
The indemnifying party also shall be entitled to assume the
defense thereof, with counsel reasonably satisfactory to the
party named in the action. After notice from the indemnifying
party to the Indemnified Party of an election to assume such
defense, the Indemnified Party shall bear the fees and expenses
of any additional counsel retained by it, and the indemnifying
party will not be liable to the Indemnified Party under this
Agreement for any legal or other expenses subsequently incurred
by such Indemnified Party independently in connection with the
defense thereof other than reasonable costs of investigation.

ARTICLE 6

TERMINATION

6.1 This Agreement may be terminated by either party
for any reason by six (6) months' advance written notice to the
other party, and may be terminated by the Fund pursuant to
Sections 6.2 through 6.4 below upon written notice to the
Company.

6.2 This Agreement may be terminated at the option of
the Fund upon any finding or ruling against the Company by a
court or the NASD, the SEC, the insurance department of any
state, or any other regulatory body regarding the Company's
duties under this Agreement or related to the sale of the
Contracts, the operation of the Account, the administration of
the Contracts or the purchase of the Shares, or any settlement of
any proceedings or undertaking to any regulatory body that would,
in the Fund's reasonable judgment, materially impair the
Company's ability to meet and perform the Company's obligations
and duties hereunder.

6.3 This Agreement may be terminated at the option of
the Fund if the Contracts cease to qualify as annuity contracts
under the Code, or if the Fund reasonably believes that the
Contracts may fail to so qualify.

6.4 This Agreement may be terminated by the Fund, at
its option, if the Fund shall reasonably determine, in its sole
judgment exercised in good faith, that either (1) the Company
shall have suffered a material adverse change in its business or
financial condition or (2) the Company shall have been the
subject of material adverse publicity that is likely to have a
material adverse impact upon the business and operations of
either the Fund or the Underwriter.

6.5 This Agreement may be terminated at the option of
the Company if (A) the Internal Revenue Service determines that
the Fund fails to qualify as a "Regulated Investment Company"
under the Code or fails to comply with the diversification
requirements of Section 817(h) of the Code, or (B) the Company
shall reasonably determine, in its sole judgment exercised in
good faith, that either (1) the Fund or the Underwriter shall
have been the subject of material adverse publicity which is
likely to have a material adverse impact upon the business and
operations of the Company, or (2) the Fund breaches any
obligation under this Agreement in a material respect and such
breach shall continue unremedied for thirty (30) days after
receipt of notice from the Company of such breach.

6.6 Notwithstanding any termination of this Agreement
pursuant to this Article 6, the Fund and the Underwriter may, at
the option of the Fund, continue to make available additional
Fund Shares for so long after the termination of this Agreement
as the Fund desires pursuant to the terms and conditions of this
Agreement as provided in Section 6.7 below, for all Contracts in
effect on the effective date of termination of this Agreement
(hereinafter referred to as "Existing Contracts"). Specifically,
without limitation, if the Fund or Underwriter so elects to make
additional Shares available, the owners of the Existing Contracts
or the Company, whichever shall have legal authority to do so,
shall be permitted to reallocate investments in the Fund, redeem
investments in the Fund and/or invest in the Fund upon the making
of additional purchase payments under the Existing Contracts.

6.7 In the event of a termination of this Agreement
pursuant to this Article 6, the Fund and the Underwriter shall
promptly notify the Company whether the Underwriter and the Fund
will continue to make Shares available after such termination; if
the Underwriter and the Fund will continue to make Shares so
available, the provisions of this Agreement shall remain in
effect except for Section 6.1 hereof and thereafter either the
Fund or the Company may terminate the Agreement, as so continued
pursuant to this Section 6.7, upon prior written notice to the
other party, such notice to be for a period that is reasonable
under the circumstances but, if given by the Fund, need not be
greater than six months.

6.8 The provisions of Article 5 shall survive the
termination of this Agreement, and the provisions of Article 4
and Sections 2.4 and 2.9 shall survive the termination of this
Agreement so long as Shares of the Fund are held on behalf of
Contract owners in accordance with Section 6.6.

ARTICLE 7

NOTICES

Any notice shall be sufficiently given when sent by
registered or certified mail to the other party at the address of
such party set forth below or at such other address as such party
may from time to time specify in writing to the other party.

If to the Fund:

American Fidelity Dual Strategy Fund, Inc.
2000 Classen Center
Oklahoma City, Oklahoma 73106
Attention:
Daniel D. Adams, Secretary

If to the Company:

American Fidelity Assurance Company
2000 Classen Boulevard, 5 North
Oklahoma City, Oklahoma 73106-6092
Attention: Derrick P. Owens, Annuity Product Manager
Strategic Development Division

ARTICLE 8

MISCELLANEOUS

8.1 The captions in this Agreement are included for
convenience of reference only and in no way define or delineate
any of the provisions hereof or otherwise affect their
construction or effect.

8.2 This Agreement may be executed simultaneously in
two or more counterparts, each of which taken together shall
constitute one and the same instrument.

8.3 If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise,
the remainder of the Agreement shall not be affected thereby.

8.4 This Agreement shall be construed and the
provisions hereof interpreted under and in accordance with the
laws of the State of Oklahoma, shall be subject to the provisions
of the 1933, 1934, and 1940 Acts, and the rules, regulations and
rulings thereunder, including such exemptions from those
statutes, rules and regulations as the SEC may grant and the
terms hereof shall be interpreted and construed in accordance
therewith.

8.5 The parties to this Agreement acknowledge and
agree that all liabilities of the Fund arising, directly or
indirectly, under this Agreement, of any and every nature
whatsoever, shall be satisfied solely out of the assets of the
Fund and that no Director, officer, agent, or holder of shares of
beneficial interest of the Fund shall be personally liable for
any such liabilities.

8.6 Each party shall cooperate with each other party
and all appropriate governmental authorities (including without
limitation the SEC, the NASD, and state insurance regulators) and
shall permit such authorities reasonable access to its books and
records in connection with any investigation or inquiry relating
to this Agreement or the transactions contemplated hereby. Each
party shall use its best efforts to provide the other party with
reasonable notice of any governmental investigation or inquiry
relating to this Agreement or the transactions contemplated
hereby of which it has knowledge.

8.7 The rights, remedies and obligations contained in
this Agreement are cumulative and are in addition to any and all
rights, remedies and obligations, at law or in equity, which the
parties hereto are entitled to under state and federal laws.

8.8 The parties to this Agreement acknowledge and
agree that this Agreement shall not be exclusive in any respect.

8.9 Neither this Agreement nor any rights or
obligations hereunder may be assigned by either party without the
prior written approval of the other party.

8.10 No provisions of this Agreement may be amended or
modified in any manner except by a written agreement properly
authorized and executed by both parties.

8.11 No failure or delay by a party in exercising any
right or remedy under this Agreement will operate as a waiver
thereof and no single or partial exercise of rights shall
preclude a further or subsequent exercise. The rights and
remedies provided in this Agreement are cumulative and not
exclusive of any rights or remedies provided by law.

IN WITNESS WHEREOF, the parties have caused their duly
authorized officers to execute this Fund Participation Agreement
as of the date and year first above

AMERICAN FIDELITY ASSURANCE COMPANY

By:

Name: John W. Rex

Title: President

AMERICAN FIDELITY DUAL STRATEGY FUND, INC.

By:

Name: John W. Rex

Title: Chairman of the Board and President
<PAGE>
SCHEDULE A

Segregated Accounts of American Fidelity Assurance Company
Participating in American Fidelity Dual Strategy Fund, Inc.

Name of Separate Account Effective Date of
Participation

American Fidelity
Separate Account A
<PAGE>
SCHEDULE B

Persons Authorized to Act on Behalf of American Fidelity
Assurance Company

The Fund, the Underwriter and their respective agents
are authorized to rely on instructions from the following
individuals on behalf of American Fidelity Assurance Company on
its own behalf and on behalf of each Account:

Name Signature

Law Offices
McAfee & Taft
A Professional Corporation
Tenth Floor, Two Leadership Square
211 North Robinson
Oklahoma City, Oklahoma 73102-7101
(405) 235-9621
Fax (405) 235-0439

November 24, 1998

American Fidelity Assurance Company
2000 N. Classen Boulevard
Oklahoma City, Oklahoma 73106

Re: Post-Effective Amendment No. 43
to Form N-4 Registration
Statement (Nos. 2-30771 and
811-01764)

Ladies and Gentlemen:

You have requested that we advise you with respect to
the legality of the securities (the "Securities") being regis-
tered under the above-referenced registration statement post-
effective amendment on Form N-4 (the "Registration Statement") of
American Fidelity Separate Account A (the "Registrant") to be
filed with the Securities and Exchange Commission.

In rendering the opinion expressed below, we have
reviewed the Registration Statement, the form of variable annuity
contract described in the Registration Statement and filed as
Exhibit 4.1 therein (the "Variable Annuity Contract"), and we
have conducted such investigation, examined such other documents
and considered such questions of law as we deemed appropriate in
order to render this opinion. This opinion is limited to the
laws of the State of Oklahoma and the United States.

Based upon the foregoing, it is our opinion that the
Securities, when issued in accordance with the terms of the
Variable Annuity Contract and the Registration Statement, will be
legally issued and will represent binding obligations of American
Fidelity Assurance Company.

We hereby consent to the inclusion of this opinion as
an exhibit to the Registration Statement and to all references to
us in the Registration Statement.

Very truly yours,

McAFEE & TAFT A PROFESSIONAL
CORPORATION

McAfee & Taft A Professional
Corporation

<TABLE>

Schedule of Computations for Each Performance Quotation Provided in the
Registration Statement
<CAPTION>

ONE YEAR FIVE YEAR TEN YEAR
(1) TOTAL RETURN TOTAL RETURN TOTAL RETURN TOTAL RETURN
<S> <C> <C> <C>
(A) INITIAL INVESTMENT $1,000.00 $1,000.00 $1,000.00
multiplied by x x x
0.96 0.96 0.96 0.96
less $15.00 - - -
less $.50 $15.00 $15.00 $15.00
equals - - -
NET INITIAL INVESTMENT $0.50 $0.50 $0.50
= = =
$944.50 $944.50 $944.50

(B) NET INITIAL INVESTMENT $944.50 $944.50 $944.50
divided by / / /
ACCUMULATION UNIT VALUE ON
PURCHASE DATE $17.6492 $8.9774 $4.9931
equals = = =
NUMBER OF ACCUMULATION UNITS
PURCHASED 53.52 105.21 189.16

(C) ACCUMULATION UNIT VALUE AT
THE END OF TIME PERIOD $22.4416 $22.4416 $22.4416
multiplied by x x x
NUMBER OF ACCUMULATION UNITS
PURCHASED 53.52 105.21 189.16
equals = = =
ENDING VALUE $1,201.07 $2,361.08 $4,245.05

(D) ENDING VALUE $1,201.07 $2,361.08 $4,245.05
minus - - -
INITIAL INVESTMENT $1,000.00 $1,000.00 $1,000.00
equals = = =
TOTAL DOLLAR RETURN $201.07 $1,361.08 $3,245.05

(E) TOTAL DOLLAR RETURN $201.07 $1,361.08 $3,245.05
divided by / / /
INITIAL INVESTMENT $1,000.00 $1,000.00 $1,000.00
multiplied by 100 x x x
equals 100 100 100
TOTAL RETURN FOR THE PERIOD
EXPRESSED = = =
AS A PERCENTAGE 20.11% 136.11% 324.51%
</TABLE>

(2) AVERAGE ANNUAL TOTAL RETURN

Average annual total return quotations for the one, five and ten year periods
ending 30-Jun-98 are computed using the formula below:

P (1+T)**n = ERV

Where: P = a hypothectical initial investment of $1,000

T = average annual total return

** = to the power of

n = number of years

ERV = ending value of a hypothetical $1,000 investment as of
the end of the one, five and ten year periods computed
in accordance with the formula shown in (1) above.

Thus:

<TABLE>
<CAPTION>
ONE YEAR AVERAGE FIVE YEAR AVERAGE TEN YEAR AVERAGE
ANNUAL RETURN ANNUAL RETURN ANNUAL RETURN
<S> <C> <C>
$1,000 (1+T)**1 = $1,201.07 $1,000(1+T)**5 = $2,361.08 $1,000(1+T)**10 = $4,245.05

T = 20.11% T = 18.75% T = 15.55%
</TABLE>

CAMERON ENTERPRISES, A LIMITED PARTNERSHIP (CELP) - OK<F2>
73-1267299

<TABLE>
<S> <C> <C> <C> <C>
CELP Ltd. Agency, Inc.
100% - OK
73-1369092

North American
Ins. Agency, Inc.
(NAIA)
91.5% - OK
73-0687265

Shade Works, LLC Agar Ins. Agency, Inc. North American Ins.
33.33% - OK 95.4% - OK Agency of
73-1475654 73-0675989 Colorado, Inc.
100% - CO
84-0599059

N.A.I.A. of North American North American
Louisiana, Inc. Insurance Agency of Ins. Agency of
100% - LA New Mexico, Inc. Tulsa, Inc.
72-0761691 100% - NM 100% - OK
85-0441542 73-0778755

North American N.A.I.A. Ins. Agency,
Ltd. Agency, Inc. Inc.
100% - OK 100% - OK
73-1356772 73-1527682

National Ins.
Marketers Agency,
Inc.
100% - OK
73-1437538

American Fidelity Corp.
(AFC)
94.0% - NV
73-0966202

Market Place Realty American Mortgage Security General
Corp. (MPRC) & Investment Co. Life Ins. Co.
100% - OK (AMICO) (SGL)<F1>
73-1160212 98.7% - OK 100% - OK
73-1232134 73-0741925
NAIC #68691

Holliday Mortgage Corp.
100% - OK
73-1284635

Concourse C, Inc. American Fidelity Cimarron
100% - OK Property Co. (AFPC) Investment
73-1505641 100% - OK Co., Inc.
73-1290496 100% - KS
48-0759023
Home Rentals, Inc.
100% - OK
73-1364226

Western Partners, L.L.C.
100% -OK
73-1544275

Shade Works, LLC
16.67% - OK
73-1475634

American Fidelity
Assurance Co.<F1>
(AFA)
100% - OK
73-0714500
NAIC #60410

AF Apartments, Inc. American Fidelity American Fidelity
100% - OK Securities, Inc. Ltd. Agency, Inc.
73-1512985 (AFS) (AFLA)
100% - OK 100% - OK
73-0783902 73-1352430

American
Fidelity
General
Agency, Inc.
(AFGA)
100% - OK
73-1352431

Balliet's, L.L.C. Apple Creek
75% - OK Apartments, Inc.
73-1529608 100% - OK
73-1408485

ASC Holding, L.L.C.
75% - OK
73-1528120

InvesTrust, N.A. Asset Services Co.,
100% - OK L.L.C.
73-1546867 100% - OK
73-1547246

American Fidelity
International
Holdings, Inc.
100% - OK
73-1421879

American Fidelity American Fidelity
Offshore Care, LLC
Investments, Ltd. 33% - OK
100% - Bermuda 73-1424864
NAIC #20400
Reg. #EC20754

American Fidelity American Fidelity Covenant
(Cypress) Ltd.<F3> (China), Ltd.<F3> Underwriters
99% - Republic of 93% - Bermuda (Bermuda) Ltd.<F3>
Cypress 33.33% - Bermuda

Soyuznik Insurance
Co.<F3>
34% - Russian
Federation

Mari El Development Pacific World
Corporation Limited Holdings, Ltd.<F3>
51.3% - Republic of 55% - Labuan
Cyprus
Reg. #7035
_______________

<FN>
<F1> Insurance Company

<F2> A Limited Partnership

<F3> No tax or registration numbers
</FN>
</TABLE>

NOTE: All of the above organizations are corporations that have
the word Company, Inc., or Corp. The above organizations
which have the letters L.L.C. or L.C. are limited
liability companies.

POWER OF ATTORNEY

We, the undersigned officers and directors of American
Fidelity Assurance Company (hereinafter, the "Company"), which is
the depositor of American Fidelity Separate Account A ("Account
A"), hereby severally constitute John W. Rex and David R.
Carpenter, and each of them, severally, our true and lawful
attorneys-in-fact with full power to them and each of them to sign
for us, and in our names as officers or directors or both, of the
Company, one or more post-effective amendments to Account A's
Registration Statement on Form N-4 (No. 2-30771), as amended,
granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and to perform each and every act
and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.

DATED this 24th day of November, 1998.

WILLIAM M. CAMERON
William M. Cameron, Chairman, Chief Executive Officer and Director
(Principal Executive Officer)

LYNDA L. CAMERON
Lynda L. Cameron, Director

EDWARD C. JOULLIAN, III
Edward C. Joullian, III, Director

JOHN D. SMITH
John D. Smith, Director

WILLIAM A. HAGSTROM
William A. Hagstrom, Director

PAULA MARSHALL-CHAPMAN
Paula Marshall-Chapman, Director

WILLIAM E. DURRETT
William E. Durrett, Senior Chairman and Director

JOHN W. REX
John W. Rex, Director, President and Chief Operating Officer

GALEN P. ROBBINS
Galen P. Robbins, M.D., Director

DAVID R. LOPEZ
David R. Lopez, Director

DAVID R. CARPENTER
David R. Carpenter, Senior Vice President, Controller and Treasurer
(Principal Financial and Accounting Officer)