MONY VARIABLE ACCOUNT A, N-4/A, 1999-04-16

MONY VARIABLE ACCOUNT A
N-4/A, 1999-04-16

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<PAGE> 1

REGISTRATION NOS. 333-72259

811-6216
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

PRE-EFFECTIVE AMENDMENT NO. 1

POST-EFFECTIVE AMENDMENT NO.

REGISTRATION STATEMENT
UNDER THE
INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 1

(CHECK APPROPRIATE BOX OR BOXES.)
------------------------

MONY VARIABLE ACCOUNT A
(EXACT NAME OF REGISTRANT)
MONY LIFE INSURANCE COMPANY
(NAME OF DEPOSITOR)

1740 BROADWAY
NEW YORK, NEW YORK 10019
(ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

(212) 708-2000
(DEPOSITOR'S TELEPHONE NUMBER, INCLUDING AREA CODE)

FREDERICK C. TEDESCHI
VICE PRESIDENT AND CHIEF COUNSEL -- OPERATIONS

MONY LIFE INSURANCE COMPANY
1740 BROADWAY
NEW YORK, NEW YORK 10019
(NAME AND ADDRESS OF AGENT FOR SERVICE)
------------------------

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: It is proposed that this
filing will become effective on May 1, 1999 pursuant to paragraph (b) of Rule
485.

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

STATEMENT PURSUANT TO RULE 24F-2

The Registrant registers an indefinite number or amount of its flexible
payment variable annuity contracts under the Securities Act of 1933 pursuant to
Rule 24f-2 under the Investment Company Act of 1940. The Rule 24f-2 notice for
Registrant's fiscal year ending December 31, 1998 was filed on March 29, 1999.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

CROSS REFERENCE SHEET
(REQUIRED BY RULE 495)

PART A

<TABLE>
<CAPTION>
ITEM NO. LOCATION
-------- --------
<C> <S> <C>
1. Cover Page.......................................... Cover Page
2. Definitions......................................... Definitions
3. Synopsis............................................ Summary of the Contract
4. Condensed Financial Information..................... Condensed Financial Information
5. General Description of Registrant, Depositor,
and Portfolio Companies........................... MONY Life Insurance Company; MONY Variable
Account A; The Funds
6. Deductions and Expenses............................. Charges and Deductions
7. General Description of Variable Annuity Contracts... Payment and Allocation of Purchase
Payments; Other Provisions
8. Annuity Period...................................... Annuity Provisions
9. Death Benefit....................................... Death Benefit; Annuity Provisions
10. Purchases and Contract Value........................ Payment and Allocation of Purchase
Payments
11. Redemptions......................................... Surrenders
12. Taxes............................................... Federal Tax Status
13. Legal Proceedings................................... Legal Proceedings
14. Table of Contents of 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..................... MONY Life Insurance Company
18. Services............................................ Not Applicable
19. Purchases of Securities Being Offered............... Not Applicable
20. Underwriters........................................ Prospectus -- MONY Life Insurance Company
21. Calculation of Performance Data..................... Performance Data
22. Annuity Payments.................................... Not Applicable
23. Financial Statements................................ Financial Statements

PART C
Information related to the following Items is set forth under the appropriate Item, so numbered, in
Part C to this Registration Statement.

24. Financial Statements and Exhibits
25. Directors and Officers of the Depositor
26. Persons Controlled by or Under Common Control with the Depositor or Registrant
27. Number of Contractowners
28. Indemnification
29. Principal Underwriters
30. Location of Accounts and Records
31. Management Services
32. Undertakings
</TABLE>
<PAGE> 3

PROSPECTUS
Dated May 1, 1999

Individual Flexible Payment Variable Annuity Contracts

Issued By

MONY Variable Account A
MONY Life Insurance Company

MONY Life Insurance Company issues the flexible payment variable annuity
contract described in this prospectus. Among the contract's many terms are:

Allocation of Purchase Payments and Cash Value

- - You can tell us what to do with your purchase payments. You can also tell us
what to do with the fund value your contract may create for you resulting from
those purchase payments.

- You can tell us to place them into a separate account. That separate
account is called MONY Variable Account A.

- If you do, you can also tell us to place your purchase payments and
fund values into any or all of 14 different subaccounts. Each of these
subaccounts seeks to achieve a different investment objective. The
subaccounts invest in shares of the following portfolios of the MONY
Series Fund, Inc. and The Enterprise Accumulation Trust.

- MONY Series Fund, Inc.

- Money Market Portfolio, Government Securities Portfolio, Long Term Bond
Portfolio and Intermediate Term Bond Portfolio

- The Enterprise Accumulation Trust

- Equity Income Portfolio, Growth and Income Portfolio, Growth Portfolio,
Equity Portfolio, Capital Appreciation Portfolio, Managed Portfolio,
Small Company Growth Portfolio, Small Company Value Portfolio,
International Growth Portfolio and High Yield Bond Portfolio

- You can also tell us to place some or all of your purchase payments and
fund values into our Guaranteed Interest Account. Our account will pay you
a guaranteed interest rate annually, and we will guarantee that those
purchase payments and fund values will not lose any value, so long as you
leave the purchase payments and fund values in the Account. Purchase
payments and fund values you place into the Guaranteed Interest Account
become part of our assets.

Living Benefits

- Annuity Benefits

- This contract is designed to pay to you the cash value in periodic
installments.

- Fund Value Benefits

- You may ask for some or all of the contract's fund value at any time.
If you do, we may deduct a surrender charge.

- Loans

- You may borrow up to 50% of the fund value of the contract if you are a
qualified retirement plan under Internal Revenue Code Section 401(k).
You will have to pay interest to us on the amount borrowed.

Death Benefit

- - We will pay a death benefit to your beneficiary upon the death of the person
you name as annuitant before the annuity starting date.

Fees and Charges

- - The contract allows us to deduct certain charges from the fund value. These
charges are detailed in this prospectus.

STATEMENT OF ADDITIONAL INFORMATION

A Statement of Additional Information dated May 1, 1999 containing additional
information about the Contracts is incorporated herein by reference. It has been
filed with the Securities and Exchange Commission and is available from the
Company without charge upon written request to the address shown on the request
form on page of this prospectus or by telephoning 1-800-487-6669. The Table of
Contents of the Statement of Additional Information can be found on page of
this prospectus.

This prospectus is not an offer to sell or a solicitation of an offer to buy the
Contracts in any jurisdiction where such may not be lawfully made.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of the prospectus. Any representation to the contrary is a
criminal offense. This prospectus contains basic information that you should
know before investing. It comes with prospectuses for the MONY Series Fund,
Inc., Enterprise Accumulation Trust, and MONY Life Insurance Company. You should
read these prospectuses carefully and keep them for future reference.

MONY Life Insurance Company
1740 Broadway, New York, New York 10019
1-800-487-6669
<PAGE> 4

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Summary of the Contract..................................... 1
Definitions............................................... 1
Purpose of the Contract................................... 1
Purchase Payments and Fund Values......................... 1
MONY Variable Account A................................... 2
Guaranteed Interest Account............................... 2
Minimum Purchase Payments................................. 2
Transfer of Fund Values................................... 2
Charges and Deductions.................................... 3
Right to Return Contract Provision........................ 3
Death Benefit............................................. 3
Detailed Information About the Company and MONY Variable
Account A................................................. 9
MONY Life Insurance Company............................... 9
Year 2000 Issue........................................... 9
MONY Variable Account A................................... 11
The Funds................................................... 14
Purchase of Portfolio Shares by MONY Variable Account A... 17
Guaranteed Interest Account............................... 18
Detailed Information About the Policy....................... 18
Payment and Allocation of Purchase Payments............... 18
Surrenders.................................................. 23
Loans....................................................... 24
Death Benefit............................................... 25
Death Benefit Provided by the Contract.................... 25
Enhanced Death Benefit.................................... 25
Election and Effective Date of Election................... 26
Payment of Death Benefit.................................. 26
Charges and Deductions...................................... 27
Deductions from Purchase Payments......................... 27
Charges Against Fund Value................................ 27
Annuity Provisions.......................................... 31
Annuity Payments.......................................... 31
Election and Change of Settlement Option.................. 31
Settlement Options........................................ 31
Frequency of Annuity Payments............................. 32
Additional Provisions..................................... 32
Guaranteed Interest Account................................. 33
Other Provisions............................................ 34
Ownership................................................. 34
Provision Required by Section 72(s) of the Code........... 34
Provision Required by Section 401(a)(9) of the Code....... 35
Secondary Annuitant....................................... 35
Assignment................................................ 36
Change of Beneficiary..................................... 36
Substitution of Securities................................ 36
</TABLE>

i
<PAGE> 5

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Modification of the Contracts............................. 36
Change in Operation of MONY Variable Account A............ 37
Voting Rights............................................... 37
Distribution of the Contracts............................... 38
Federal Tax Status.......................................... 39
Introduction.............................................. 39
Tax Treatment of the Company.............................. 39
Taxation of Annuities in General.......................... 39
Retirement Plans.......................................... 40
Performance Data............................................ 40
Additional Information...................................... 41
Legal Proceedings........................................... 42
Financial Statements........................................ 42
Table of Contents of Statement of Additional Information.... 43
</TABLE>

ii
<PAGE> 6

SUMMARY OF THE CONTRACT

This summary provides you with a brief overview of the more important
aspects of your Contract. It is not intended to be complete. More detailed
information is contained in this prospectus on the pages following this Summary
and in your contract. This summary and the entire prospectus will describe the
part of the contract involving MONY Variable Account A. The prospectus also
briefly will describe the Guaranteed Interest Account and the portfolios offered
by MONY Series Fund, Inc. and Enterprise Accumulation Trust. More detailed
information about the Guaranteed Interest Account is contained in the prospectus
attached to this prospectus and in your contract. More detailed information
about the portfolios offered by MONY Series Fund, Inc. and Enterprise
Accumulation Trust is contained in the prospectus attached to this prospectus.

DEFINITIONS

THIS PROSPECTUS CONTAINS SOME SPECIALIZED TERMS. WE HAVE DEFINED SPECIALIZED
TERMS ON THE PAGE WHERE THEY FIRST APPEAR. THE DEFINITIONS WILL APPEAR ON THE
PAGE IN A BOX LIKE THIS ONE.

PURPOSE OF THE CONTRACT

The Contract is an Individual Flexible Payment Variable Annuity Contract
(the "Contract" or "Contracts").

The Contract is designed to allow an owner to make purchase payments to the
Company under the Contract. Those purchase payments are allocated at the owner's
choice among the subaccounts of MONY Variable Account A and the Guaranteed
Interest Account. Those purchase payments can accumulate for a period of time
and create fund values for the owner. The owner can choose the length of time
that such purchase payments may accumulate. The owner may chose at some point in
the future to receive annuity benefits based upon those accumulated fund values.

An owner may use the Contract's design to accumulate fund values for
various purposes including retirement or to supplement other retirement
programs. Some of these retirement programs ( the "Qualified Plans") may qualify
for federal income tax advantages available under Sections 401, 403 (other than
Section 403(b)), 408, 408A and 457 of the Internal Revenue Code (the "Code").

QUALIFIED PLANS -- Retirement plans that receive favorable tax treatment under
Section 401, 403 (other than Section 403(b)), 408 or 457 of the Internal Revenue
Code.

QUALIFIED CONTRACTS -- Contracts issued under Qualified Plans.

The Contract is also designed to allow the owner to request payments of
part or all of the accumulated fund values before the owner begins to receive
annuity benefits. This payment may result in the imposition of a surrender
charge. It may also be subject to income and other taxes.

PURCHASE PAYMENTS AND FUND VALUES

The purchase payments you make for the Contract are received by the
Company. Currently those purchase payments are not subject to taxes imposed by
the United States Government or any state or local government.

You may allocate your purchase payments to one or more of the subaccounts
of MONY Variable Account A that are available under the Contract and/or to the
Guaranteed Interest Account. The purchase payments you allocate among the
various subaccounts of MONY Variable Account A may increase or decrease in value
on any day depending on the investment experience of the subaccounts you select.
There is

1
<PAGE> 7

no guarantee that the value of the purchase payments you allocate to any of the
subaccounts of MONY Variable Account A will increase or that the purchase
payments you make will not lose value.

Purchase payments you allocate to the Guaranteed Interest Account will be
credited with interest at a rate determined by the Company. That rate will not
be less than 3.5%.

MONY VARIABLE ACCOUNT A

MONY Variable Account A is a separate investment account of MONY Life
Insurance Company (the "Company"). MONY Variable Account A's assets are owned by
the Company, but are not chargeable with liabilities arising from any other
business the Company conducts.

The subaccounts of MONY Variable Account A invest in shares of MONY Series
Fund, Inc. and The Enterprise Accumulation Trust (collectively called the
"Funds") at their net asset value. (See "The Funds" at page ). Owners bear the
entire investment risk for all amounts allocated to MONY Variable Account A
subaccounts.

OWNER -- The person so designated in the application. If a Contract has been
absolutely assigned, the assignee becomes the Owner. A collateral assignee is
not the Owner.

PURCHASE PAYMENT (PAYMENT) -- An amount paid to the Company by the Owner or on
the Owner's behalf as consideration for the benefits provided by the Contract.

GUARANTEED INTEREST ACCOUNT

The Guaranteed Interest Account is part of the Company's general account.
It consists of all the Company's assets other than assets allocated to
segregated investment accounts of the Company. Net Purchase Payments allocated
to the Guaranteed Interest Account will be credited with interest at rates
guaranteed by the Company for specified periods. (See "Guaranteed Interest
Account" at page .)

FUND VALUE -- The aggregate dollar value as of any Business Day of all amounts
accumulated under each of the subaccounts, the Guaranteed Interest Account, and
the Loan Account of the Contract. If the term Fund Value is preceded or followed
by the terms subaccount(s), the Guaranteed Interest Account, and the Loan
Account, or any one or more of those terms, Fund Value means only the Fund Value
of the subaccount, the Guaranteed Interest Account or the Loan Account, as the
context requires.

MINIMUM PURCHASE PAYMENTS

The minimum purchase payment for individuals varies depending upon the
purchaser of the contract and the method of paying the purchase payments. See
"Payment and Allocation of Payment" on page .

Additional purchase payments of at least $100 may be made at any time.
However, for certain automatic payment plans, the smallest additional payment is
$50. (See "Issuance of the Contract" at page .) The Company may change any of
these requirements in the future.

TRANSFER OF FUND VALUES

You may transfer fund value among the subaccounts and to or from the
Guaranteed Interest Account. Transfers may be made by telephone if the proper
form has been completed, signed, and received by the Company at its Syracuse
Operations Center. See "Transfer of Fund Value", page .

CONTRACT LOANS

If your contract permits, you may borrow up to 50% of your Contract's fund
value from the Company. Your contract will be the only security required for the
loan. Contracts issued to Qualified Plans are generally

2
<PAGE> 8

the only Contracts which permit loans. An amount equal to the amount of the loan
is transferred to the loan account as security for the loan. The loan account is
part of the Company's general account.

We will charge you interest on the amount borrowed. If you do not pay the
interest when due, the amount due will be borrowed from the Contract's fund
value.

SURRENDER

You may surrender all or part of the Contract at any time and receive its
cash value while the annuitant is alive prior to the annuity starting date. We
may impose a surrender charge. The amounts you receive upon surrender may be
subject to income taxes. (See "Federal Tax Status" at page .)

CHARGES AND DEDUCTIONS

The Contract provides for the deduction of various charges and expenses
from the fund value of the Contract. These deductions are summarized in the
table on pages - and discussed in greater detail beginning on page .

NON-QUALIFIED CONTRACTS -- Contracts issued under Non-Qualified Plans.

NON-QUALIFIED PLANS -- Retirement Plans that do not receive favorable tax
treatment under Sections 401, 403, 408, or 457 of the Internal Revenue Code.

RIGHT TO RETURN CONTRACT PROVISION

You have the right to examine the Contract when you receive it. You may
return the Contract for any reason within ten days from the day you receive it.
You will receive a full refund of the purchase payments received by the Company.
During the Right to Return Contract period, purchase payments will be retained
in the Company's general account and will earn interest at a rate not less than
3 1/2% per year.

DEATH BENEFIT

If the Annuitant (and the Secondary Annuitant, if any) dies before the date
the annuity payments start, the Company will pay a death benefit to the
Beneficiary. Under certain circumstances, an Enhanced Death Benefit may be
payable. If the Annuitant dies after annuity payments start, no death benefit is
payable except as may be payable under the settlement option selected. (See
"Death Benefit" at page and "Enhanced Death Benefit" at page .)

ANNUITANT -- The person upon whose continuation of life any annuity payment
depends and to whom annuity payments are made.

SECONDARY ANNUITANT -- The party designated by the Owner to become the
Annuitant, subject to certain conditions, on the death of the Annuitant.

BENEFICIARY -- The party entitled to receive benefits payable at the death of
the Annuitant or (if applicable) the Secondary Annuitant.

3
<PAGE> 9

MONY LIFE INSURANCE COMPANY

MONY VARIABLE ACCOUNT A
TABLE OF FEES FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<S> <C>
CONTRACTOWNER TRANSACTION EXPENSES:
Maximum Deferred Sales Load (Surrender Charge) (as a
percentage of amount surrendered)......................... 7%*
Maximum Annual Contract Charge.............................. $ 30**
Maximum Transfer Charge..................................... $ 25**
SEPARATE ACCOUNT ANNUAL EXPENSES:
Maximum Mortality and Expense Risk Fees..................... 1.35%***
Total Separate Account Annual Expenses...................... 1.35%***
</TABLE>

ANNUAL EXPENSES OF MONY SERIES FUND, INC. AND THE ENTERPRISE ACCUMULATION TRUST:

MONY SERIES FUND, INC.

PRO FORMA ANNUAL EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1998

(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
GOVERNMENT
INTERMEDIATE TERM LONG TERM SECURITIES MONEY MARKET
BOND PORTFOLIO BOND PORTFOLIO PORTFOLIO PORTFOLIO
----------------- -------------- ---------- ------------
<S> <C> <C> <C> <C>
Expenses (After Reimbursement)............ .11%(1) .07%(1) .13%(1) .05%(1)
Management Fees........................... .50% .50% .50% .40%
Total Annual Expenses..................... .61% .57% .63% .45%
</TABLE>

ENTERPRISE ACCUMULATION TRUST

PRO FORMA ANNUAL EXPENSES FOR THE YEAR ENDED DECEMBER 31, 1998

(AS A PERCENTAGE OF AVERAGE NET ASSETS)

<TABLE>
<CAPTION>
SMALL+ HIGH SMALL++
COMPANY INTERNATIONAL YIELD COMPANY EQUITY++
EQUITY VALUE MANAGED GROWTH BOND GROWTH INCOME GROWTH++
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
--------- --------- --------- ------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Expenses..................... .05%(2) .05%(2) .04%(2) .37%(2) .12%(2) .40%(3) .30%(3) .40%(3)
Management Fees.............. .78% .80% .72% .85% .60% 1.00% .75% .75%
Total Accumulation Trust.....
Annual Expenses After
Reimbursement............... .83% .85% .76% 1.22% .72% 1.40% 1.05% 1.15%

<CAPTION>
GROWTH++
CAPITAL++ AND
APPRECIATION INCOME
PORTFOLIO PORTFOLIO
------------ ---------
<S> <C> <C>
Expenses..................... .55%(3) .30%(3)
Management Fees.............. .75% .75%
Total Accumulation Trust.....
Annual Expenses After
Reimbursement............... 1.30% 1.05%
</TABLE>

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

(1) Expenses also include custodial credit percentages as follows: Intermediate
Term Bond -- .009%; Long Term Bond -- .005%; Government Securities -- .012%;
Money Market -- .004%. Absent custodial credits, expenses would have been as
follows: Intermediate Term Bond -- .62%, Long Term Bond -- .58%, Government
Securities -- .64% and Money Market -- .45%.

(2) Reflects expense reimbursements, in effect since May 1, 1996. Absent these
expense reimbursements, expenses would have been as follows: Equity -- .83%;
Small Company Value -- .85%; Managed -- .76%; International Growth -- 1.22%;
and High Yield Bond -- .72%. The Equity, Small Company Value, and Managed
Portfolio reimbursements relate to mutual fund accounting expense.

(3) Subaccounts purchasing shares of the Small Company Growth, Equity Income,
Capital Appreciation, Growth and Income, and Growth Portfolios commenced
operations on December 1, 1998. Absent these expense reimbursements,
expenses would have been as follows: Small Company Growth -- 60.67%; Equity
Income -- 66.67%; Capital Appreciation -- 63.71%; Growth and Income --
60.68%; Growth -- 25.33%. The Small Company Growth, Equity Income, Capital
Appreciation, Growth, and Income and Growth Portfolio reimbursements relate
to operating expenses.

* The Surrender Charge percentage, which reduces to zero as shown in the table
on page , is determined by the Contract Year in which the surrender occurs.
See Surrender Charge Percentage Table on page . The Surrender Charge may be
reduced under certain circumstances which include reduction in order to
guarantee that certain amounts may be received free of surrender charge. See
"Charges against Fund Value -- Free Partial Surrender Amount" at page .

4
<PAGE> 10

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

** The Annual Contract Charge is currently $0. However, the Company may in the
future change the amount of the charge to an amount not exceeding $50 per
contract year. See "Charges Against Fund Value -- Annual Contract Charge",
at page . The Transfer Charge currently is $0. However, the Company has
reserved the right to impose a charge for each transfer, which will not
exceed $25. See "Charges Against Fund Value -- Transfer Charge" at page .

*** The Mortality and Expense Risk charge is deducted daily equivalent to a
current annual rate of 1.25 percent (and is guaranteed not to exceed a
daily rate equivalent to an annual rate of 1.35%) from the value of the net
assets of the Separate Account.

+ The name, but not the investment objectives or policies, of the Small Cap
Portfolio was changed effective May 1, 1998 to the Small Company Value
Portfolio.

++ The Sub-accounts corresponding to these Portfolios first became available
for allocation in November 1998.

The purpose of the Table of Fees beginning on page is to assist the Owner in
understanding the various costs and expenses that the Owner will bear, directly
or indirectly. The table reflects the expenses of the separate account as well
as of MONY Series Fund, Inc. and Enterprise Accumulation Trust. MONY Series
Fund, Inc. and the Enterprise Accumulation Trust have provided information
relating to their respective operations. The expenses borne by the Separate
Account are explained under the caption "Charges and Deductions" at page of
this Prospectus. The expenses borne by the MONY Series Fund, Inc. are explained
under the caption "Investment Management Arrangements and Expenses" at page of
the accompanying prospectus for MONY Series Fund, Inc.. The expenses borne by
the Enterprise Accumulation Trust assume that the expense reimbursements in
effect on and after May 1, 1990 for the Equity, Small Cap, and Managed
Portfolios which limit the total annual expenses to 1.00% of average net assets
and expense reimbursements which, on and after November 16, 1994 (commencement
of operations), limit the total annual expenses of the International Growth
Portfolio to 1.55% of average net assets and the High Yield Bond Portfolio to
..85% of average net assets, will continue throughout the period shown and are
explained under the caption "Management of the Fund" at page of the
accompanying prospectus for the Accumulation Trust. Effective on and after May
1, 1996 and at least through April 1, 1999, as a part of the increase in
investment advisory fees, the investment adviser has agreed to reimburse the
Accumulation Trust for expenses which exceed .95% of the average daily net
assets of the Equity, Small Cap, and Managed Portfolios of the Trust. The table
does not reflect income taxes or penalty taxes which may become payable under
the Internal Revenue Code or premium or other taxes which may be imposed under
state or local laws.

EXAMPLE

If you surrender your Contract at the end of the time periods shown below,
you would pay the following expenses on a $1,000 investment, assuming 5% annual
return on assets:

<TABLE>
<CAPTION>
AFTER AFTER AFTER AFTER
SUBACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Equity................................................... $84 $119 $156 $241
Small Company Value...................................... $84 $119 $157 $243
Managed.................................................. $83 $117 $153 $234
International Growth..................................... $88 $131 $176 $281
Small Company Growth..................................... $90 $136 $185 $298
Equity Income............................................ $86 $126 $167 $264
Growth................................................... $87 $129 $173 $274
Growth and Income........................................ $86 $126 $167 $264
Capital Appreciation..................................... $89 $133 $180 $289
High Yield Bond.......................................... $83 $115 $151 $230
Intermediate Term Bond................................... $82 $112 $145 $219
</TABLE>

5
<PAGE> 11

<TABLE>
<CAPTION>
AFTER AFTER AFTER AFTER
SUBACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Long Term Bond........................................... $81 $111 $143 $215
Government Securities.................................... $82 $113 $146 $221
Money Market............................................. $80 $107 $137 $201
</TABLE>

If you annuitize at the end of the time periods shown below, you would pay
the following expenses on a $1,000 investment, assuming 5% annual return on
assets:

<TABLE>
<CAPTION>
AFTER AFTER AFTER AFTER
SUBACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Equity................................................... $84 $119 $112 $241
Small Company Value...................................... $84 $119 $113 $243
Managed.................................................. $83 $117 $108 $234
International Growth..................................... $88 $131 $132 $281
Small Company Growth..................................... $90 $136 $141 $298
Equity Income............................................ $86 $126 $123 $264
Growth................................................... $87 $129 $128 $274
Growth and Income........................................ $86 $126 $123 $264
Capital Appreciation..................................... $89 $133 $136 $289
High Yield Bond.......................................... $83 $115 $106 $230
Intermediate Term Bond................................... $82 $112 $101 $219
Long Term Bond........................................... $81 $111 $ 99 $215
Government Securities.................................... $82 $113 $102 $221
Money Market............................................. $80 $107 $ 92 $201
</TABLE>

If you do not surrender your Contract at the end of the time periods shown
below, you would pay the following expenses on a $1,000 investment, assuming 5%
annual return on assets:

<TABLE>
<CAPTION>
AFTER AFTER AFTER AFTER
SUBACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Equity................................................... $21 $65 $112 $241
Small Company Value...................................... $21 $66 $113 $243
Managed.................................................. $20 $63 $108 $234
International Growth..................................... $25 $77 $132 $281
Small Company Growth..................................... $27 $82 $141 $298
Equity Income............................................ $23 $72 $123 $264
Growth................................................... $24 $75 $128 $274
Growth and Income........................................ $23 $72 $123 $264
Capital Appreciation..................................... $26 $79 $136 $289
High Yield Bond.......................................... $20 $62 $106 $230
Intermediate Term Bond................................... $19 $59 $101 $219
Long Term Bond........................................... $19 $58 $ 99 $215
Government Securities.................................... $19 $59 $102 $221
Money Market............................................. $17 $54 $ 92 $201
</TABLE>

The examples above should not be considered a representation of past or
future expenses, and actual expenses may be greater or lesser than those shown.
All Variable Account expenses as well as portfolio company (MONY Series Fund,
Inc. and the Enterprise Accumulation Trust) expenses, net of expense
reimbursements, are reflected in the examples. Not reflected in the examples
which assume surrender at the end of each time period are income taxes and
penalty taxes which may become payable under the Internal Revenue Code or
premium or other taxes which may be imposed under state or local laws.

6
<PAGE> 12

CONDENSED FINANCIAL INFORMATION

MONY LIFE INSURANCE COMPANY
MONY VARIABLE ACCOUNT A
ACCUMULATION UNIT VALUES

No Condensed Financial Information for MONY Variable Account A is included
because although the MONY Variable Account A commenced operations in 1990, the
subaccounts available to policyholders had not commenced operations as of
December 31, 1998.

7
<PAGE> 13

The following chart may help you understand how the contract works:
[MONY VARIABLE ACCOUNT A CHART]

8
<PAGE> 14

DETAILED INFORMATION ABOUT THE COMPANY
AND MONY VARIABLE ACCOUNT A

MONY LIFE INSURANCE COMPANY

MONY Life Insurance Company issues the Contract. In this prospectus, MONY
Life Insurance Company is called (the "Company"). The Company is a stock life
insurance company organized in the State of New York.. The Company is currently
licensed to sell life insurance and annuities in all 50 states, the District of
Columbia, Puerto Rico, and the U.S. Virgin Islands.

The principal office of the Company is located at 1740 Broadway, New York,
New York. The Company was organized as a mutual life insurance company under the
laws of the State of New York in 1842 under the name The Mutual Life Insurance
Company of New York. In 1998, The Mutual Life Insurance Company of New York
converted to a stock company through demutualization and was renamed MONY Life
Insurance Company. The demutualization did not have any material effect on MONY
Variable Account A or the Contract.

At May 1, 1999, the rating assigned to the Company by A.M. Best Company,
Inc., an independent insurance company rating organization, was A- (Excellent).
This rating is based upon an analysis of financial condition and operating
performance through the end of 1997. The A.M. Best rating of the Company should
be considered only as bearing on the ability of the Company to meet its
obligations under the policies.

YEAR 2000 ISSUE

The Year 2000 issue is the result of widespread use of computer programs
which use two digits (rather than four) to define a year. By use of a two-digit
field, the industry avoided the greater cost of additional mainframe capacity.
As a result, any of the Company's computer systems that have time-sensitive
software may recognize a date using "00" as the year 1900 rather than the year
2000. This could result in a major system failure or in miscalculations.

State of Readiness

In 1996, the Company, on behalf of itself and its affiliates, initiated a
formal Year 2000 Project to resolve the Year 2000 issue. The scope of the
Project was identified, and funding was established. In early 1997, the Company
retained Command Systems, Inc., and Keane, Inc. to assist the Company in
bringing the Company's computer and information systems into Year 2000
compliance. The Company's overall goal for information technology ("IT") related
items is to have business-critical hardware and software compliant by December
31, 1998, with additional testing and enterprise end-to-end testing occurring in
1999. MONY has also retained Technology Resource Solutions to assist in the
evaluation of Year 2000 issues affecting the Company's non-IT systems in
facilities and equipment which may contain date logic in embedded chips. MONY's
overall goal is to have all non-IT systems compliant by mid-1999.

The scope of the Project includes:

- ensuring the compliance of all applications, operating systems and
hardware on mainframe, PC and LAN platforms;

- ensuring the compliance of voice and data network software and hardware;
addressing issues related to non-IT systems in buildings, facilities and
equipment which may contain date logic in embedded chips; and

- addressing the compliance of key vendors and other third parties.

The phases of the Project are:

1. inventorying Year 2000 items and assigning priorities;

2. assessing the Year 2000 compliance of items;

9
<PAGE> 15

3. remediating or replacing items that are determined not to be Year
2000 compliant;

4. testing items for Year 2000 compliance; and

5. designing and implementing Year 2000 contingency and business
continuity plans.

To determine that all IT systems (whether internally developed or
purchased) are Year 2000 compliant, each system is tested using a standard
testing methodology which includes unit testing, baseline testing, and future
date testing. Future date testing includes critical dates near the end of 1999
and into the year 2000, including leap year testing.

The inventory and assessment phases of the Project were completed prior to
mid 1998. At December 31, 1998, all of the Company's application systems had
been remediated, and current date tested. In addition, approximately 94% of the
Company's applications had been future date tested, with future date testing for
the remaining 6% scheduled for completion by mid-1999. New implemented
applications and new releases of software packages will be tested in 1999 as
part of the implementation process. Approximately 87% of the operating systems,
systems software, and hardware for mainframe, PC and LAN platforms were deemed
compliant based on information supplied by vendors verbally, in writing, or on
the vendor's Internet site. Of the IT business critical items, essentially all
were compliant and tested by December 31, 1998. The remaining items will be
resolved and tested in the first quarter of 1999. Approximately 50% of non-IT
business critical items had been remediated as of December 31, 1998. Ongoing
testing for Year 2000 compliance will continue in 1999, and is expected to be
completed by mid-1999.

As part of the Project, significant service providers, vendors, suppliers,
and other third parties that are believed to be critical to business operations
after January 1, 2000, have been identified and steps are being undertaken in an
attempt to reasonably ascertain their stage of Year 2000 readiness through
questionnaires, interviews, on-site visits, and other available means.

Costs

The estimated total cost of the Year 2000 Project is approximately $26.0
million. The total amount expended on the Project through December 31, 1998 was
$23 million which includes $16 million for external vendor costs, and $7 million
for internal costs. The estimated future cost of completing the Year 2000
Project is estimated to be approximately $3 million, which includes $1 million
for external vendor costs, and $2 million for internal costs. These amounts
include costs associated with the current development of contingency plans.

Risks

The Company believes that completed and planned modifications and
conversions of its internal systems and equipment will allow it to be Year 2000
compliant in a timely manner. There can be no assurance, however, that the
Company's internal systems or equipment or those third parties on which the
Company relies will be Year 2000 compliant in a timely manner or that the
Company's or third parties' contingency plans will mitigate the effects of any
noncompliance. The failure of the systems or equipment of the Company or third
parties (which the Company believes is the most reasonable likely worst case
scenario) could affect the distribution and sale of life insurance, annuity and
investment products and could have a material effect on the Company's financial
position and results of operations.

Contingency Plans

The Company has retained outside consultants to assist in the development
of Business Continuity Plans, which includes identification of third party
service providers, information systems, equipment, facilities, and other items
which are mission critical to the operation of the business. In conjunction with
this effort, the Company is developing a Year 2000 Contingency Plan to address
failures due to the Year 2000 problem of third parties and other items, which
are critical to the ongoing operation of the business. The Contingency Plan
includes the performance of alternate processing as well as consideration for
changing third party service providers, vendors, and suppliers if necessary. The
scheduled date for completion of the Contingency Plan is

10
<PAGE> 16

mid 1999. The Company believes that due to the pervasive nature of potential
Year 2000 issues, the contingency planning process is an ongoing one that will
require further modifications as the Company obtains additional information
regarding the status of third party Year 2000 readiness.

MONY Series Fund and the Accumulation Trust have reviewed their investment
advisers and other suppliers of services with respect to the Year 2000 issue.
MONY Series Fund and the Accumulation Trust prospectuses, which are included in
the Prospectus Portfolio, contain the results of these reviews. See MONY Series
Fund prospectus at page . Accumulation Trust prospectus at page .

MONY VARIABLE ACCOUNT A

MONY Variable Account A is a separate investment account of the Company.
Presently, only purchase payments for individual flexible payment variable
annuity contracts are permitted to be allocated to MONY Variable Account A. The
assets in MONY Variable Account A are kept separate from the general account
assets and other separate accounts of the Company.

The Company owns the assets in MONY Variable Account A. The Company is
required to keep assets in MONY Variable Account A that equal the total market
value of the contract liabilities funded by MONY Variable Account A. Realized or
unrealized income gains or losses of MONY Variable Account A are credited or
charged against MONY Variable Account A assets without regard to the other
income, gains or losses of the Company. Reserves and other liabilities under the
contracts are assets of MONY Variable Account A. MONY Variable Account A assets
are not chargeable with liabilities of the Company's other businesses. All
obligations under the contract are general corporate obligations of the Company.
The Company may accumulate in MONY Variable Account A proceeds from various
contract charges applicable to those assets. From time to time, any such
additional assets may be transferred in cash to the Company's General Account.

MONY Variable Account A was authorized by the Board of Directors of the
Company and established under New York law on November 28, 1990. MONY Variable
Account A is registered with the Securities and Exchange Commission ("SEC")
under the Investment Company Act of 1940 (the "1940 Act") as a unit investment
trust. A unit investment trust is a type of investment company. This does not
involve any supervision by the SEC or the management or investment policies or
practices of MONY Variable Account A. For state law purposes, MONY Variable
Account A is treated as a part or division of the Company.

MONY Variable Account A is divided into subdivisions called subaccounts.
There are currently 14 subaccounts available to you. Each subaccount invests
only in shares of a designated portfolio of MONY Series Fund, Inc or the
Enterprise Accumulation Trust. For example, the Long Term Bond Subaccount
invests solely in shares of the MONY Series Fund, Inc. Long Term Bond Portfolio.
These portfolios serve only as the underlying investment for variable annuity
and variable life insurance contracts issued through separate accounts of the
Company or other life insurance companies. The portfolios may also be available
to certain pension accounts. The portfolios are not available directly to
individual investors. In the future, the Company may establish additional
subaccounts of MONY Variable Account A. Future subaccounts may invest in other
portfolios of the Funds or in other securities. MONY Series Fund, Inc. has a
total of seven portfolios. Only four of the seven portfolios are available to
you.

The following table lists the subaccounts of MONY Variable Account A that
are available to you, their respective investment objectives, and which Fund
portfolio shares are purchased:

11
<PAGE> 17

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
SUBACCOUNT AND DESIGNATED PORTFOLIO INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------------------
<S> <C>
THE GOVERNMENT SECURITIES SUBACCOUNT Maximum current income over the
intermediate term consistent with the
This subaccount purchases shares of the preservation of capital. Tries to achieve
MONY Series Fund, Inc. Government objective through investment in
Securities Portfolio. highly-rated debt securities, U.S.
government obligations, and money market
instruments, with a dollar weighted
average life of up to ten years when
purchased.
--------------------------------------------------------------------------------------------

THE INTERMEDIATE TERM BOND SUBACCOUNT Maximize income over the intermediate term
consistent with the preservation of
This subaccount purchases shares of the capital. Seeks to achieve objective by
MONY Series Fund, Inc. Intermediate Term investing in highly rated debt securities,
Bond Portfolio. U.S. Government obligations, and money
market instruments, together having a
dollar-weighted average life of between 4
and 8 years.
--------------------------------------------------------------------------------------------

THE LONG TERM BOND SUBACCOUNT Maximize income over the longer term
consistent with preservation of capital.
This subaccount purchases shares of the Seeks to achieve objective by investing in
MONY Series Fund, Inc. Long Term Bond highly-rated debt securities, U.S.
Portfolio. Government obligations, and money market
instruments, together having a
dollar-weighted average life of more than
8 years.
--------------------------------------------------------------------------------------------

THE EQUITY SUBACCOUNT Long-term capital appreciation. Seeks to
achieve this objective by investing in a
This subaccount purchases shares of the diversified portfolio of primarily equity
Enterprise Accumulation Trust Equity securities selected on the basis of a
Portfolio. value-oriented approach to investing.
--------------------------------------------------------------------------------------------

THE MANAGED SUBACCOUNT Provide growth of capital over time. Seeks
to achieve investment objective by
This subaccount purchases shares of the investing in a portfolio consisting of
Enterprise Accumulation Trust Managed common stocks, bonds and cash equivalents,
Portfolio. the percentage of which vary over time
based on the investment manager assessment
of the relative investment values.
--------------------------------------------------------------------------------------------

THE SMALL COMPANY VALUE SUBACCOUNT Capital appreciation. Pursues its
investment objective by investing in a
This subaccount purchases shares of the diversified portfolio of primarily equity
Enterprise Accumulation Trust Small securities of companies with market
Company Value Portfolio. capitalization of under $1 billion.
--------------------------------------------------------------------------------------------
</TABLE>

12
<PAGE> 18

THE GROWTH SUBACCOUNT Seeks capital appreciation, primarily from
investments in common stocks.
This subaccount purchases shares of the
Enterprise Accumulation Trust Growth
Portfolio.
--------------------------------------------------------------------------------------------

THE GROWTH AND INCOME SUBACCOUNT Seeks total return in excess of the total
return of the Lipper Growth and Income
This subaccount purchases shares of the Mutual Funds Average measured over anew
Enterprise Accumulation Trust Growth and period of three to five years, by
Income Portfolio. investing in a broadly diversified group
of large capitalization stocks.
--------------------------------------------------------------------------------------------

THE EQUITY INCOME SUBACCOUNT Invests in a combination of growth and
income to seek to achieve an above average
This subaccount purchases shares of the and consistent total return, primarily
Enterprise Accumulation Trust Equity from investments in dividend paying common
Income Portfolio. stocks.
--------------------------------------------------------------------------------------------

THE SMALL COMPANY GROWTH SUBACCOUNT Seek capital appreciation by investing
primarily in common stocks of small
This subaccount purchases shares of the capitalization companies believed by the
Enterprise Accumulation Trust Small portfolio manager to have an outlook for
Company Growth Portfolio. strong earnings growth and potential for
significant capital appreciation.
--------------------------------------------------------------------------------------------

THE CAPITAL APPRECIATION SUBACCOUNT Seeks maximum capital appreciation,
primarily through investment in common
This subaccount purchases shares of the stocks of companies that demonstrate
Enterprise Accumulation Trust Capital accelerating earnings momentum and
Appreciation Portfolio. consistently strong financial
characteristics.
--------------------------------------------------------------------------------------------
</TABLE>

13
<PAGE> 19

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
SUBACCOUNT AND DESIGNATED PORTFOLIO INVESTMENT OBJECTIVE
--------------------------------------------------------------------------------------------
<S> <C>
THE HIGH YIELD BOND SUBACCOUNT Maximum current income. Seeks to meet its
investment objective primarily by
This subaccount purchases shares of the investing in debt securities that are
Enterprise Accumulation Trust High Yield rated Ba or lower by Moody's Investors
Bond Portfolio. Service, Inc. or BB or lower by Standard &
Poor's Corporation. These lower rated
bonds are commonly referred to as "Junk
Bonds." Bonds of this type are considered
to be speculative with regard to the
payment of interest and return of
principal. Investment in these types of
securities has special risks and
therefore, may not be suitable for all
investors. Investors should carefully
assess the risks associated with
allocating payments to this subaccount.
--------------------------------------------------------------------------------------------
</TABLE>

THE FUNDS

Each available subaccount of MONY Variable Account A will invest only in
the shares of the designated portfolio of MONY Series Fund, Inc. or The
Enterprise Accumulation Trust (collectively called the "Funds"). The Funds are
registered with the SEC under the 1940 Act as open-end diversified management
investment companies. These registrations do not involve supervision by the SEC
of the management or investment practices or policies of the Funds. The Funds,
or either of them, may withdraw from sale any or all the respective portfolios
as allowed by applicable law.

MONY SERIES FUND, INC.

Only shares of four of the seven portfolios of MONY Series Fund, Inc. can
be purchased by a subaccount available to you. Each of the portfolios has
different investment objectives and policies. MONY Life Insurance Company of
America, a wholly-owned subsidiary of the Company ("MONY America") is a
registered investment adviser under the Investment Advisers Act of 1940. MONY
America serves as investment adviser to MONY Series Fund, Inc. It paid all
expenses associated with organizing MONY Series Fund, Inc. when the Fund was
organized in 1985. Those expenses included the costs of the initial registration
of its securities. MONY America, as investment adviser, currently pays the
compensation of the Fund's directors, officers, and employees who are affiliated
in some way with the Company. MONY Series Fund, Inc. pays for all other expenses
including, for example, the calculation of the net asset value of the
portfolios. To carry out its duties as an investment adviser, MONY America has
entered into a Services Agreement with the Company to provide personnel,
equipment, facilities and other services. As the investment adviser to MONY
Series Fund, Inc., MONY America receives a daily investment advisory fee for
each portfolio (see chart below). Fees are deducted daily and paid to MONY
America monthly.

The following table describes the portfolios available and their respective
investment advisers and the investment advisory fees:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
PORTFOLIO AND INVESTMENT ADVISER INVESTMENT ADVISORY FEE
- --------------------------------------------------------------------------------------------
<S> <C>
GOVERNMENT SECURITIES PORTFOLIO Annual rate of 0.50% of the first $400
million, 0.35% of the next $400 million, and
MONY Life Insurance Company of America is 0.30% in excess of $800 million of the
the Investment Adviser portfolio's aggregate average daily net
assets.
- --------------------------------------------------------------------------------------------
</TABLE>

14
<PAGE> 20

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
PORTFOLIO AND INVESTMENT ADVISER INVESTMENT ADVISORY FEE
- --------------------------------------------------------------------------------------------
<S> <C>
LONG TERM BOND PORTFOLIO Annual rate of 0.50% of the first $400
million, 0.35% of the next $400 million, and
MONY Life Insurance Company of America is 0.30% in excess of $800 million of the
the Investment Adviser. portfolio's aggregate average daily net
assets.
- --------------------------------------------------------------------------------------------

INTERMEDIATE TERM BOND PORTFOLIO Annual rate of 0.50% of the first $400
million, 0.35% of the next $400 million, and
MONY Life Insurance Company of America is 0.30% in excess of $800 million of the
the Investment Adviser. portfolio's aggregate average daily net
assets.
- --------------------------------------------------------------------------------------------

MONEY MARKET PORTFOLIO Annual rate of 0.40% of the first $400
million, 0.35% of the next $400 million, and
MONY Life Insurance Company of America is 0.30% of assets in excess of $800 million of
the Investment Adviser. the portfolio's aggregate average daily net
assets.
- --------------------------------------------------------------------------------------------
</TABLE>

ENTERPRISE ACCUMULATION TRUST

Enterprise Accumulation Trust has ten portfolios, the shares of which can
all be purchased by the subaccounts available to you. Enterprise Capital
Management, Inc. ("Enterprise Capital"), a wholly owned subsidiary of MONY Life
Insurance Company, is the investment adviser of Enterprise Accumulation Trust.
Enterprise Capital is responsible for the overall management of the portfolios,
including meeting the investment objectives and policies of the portfolios.
Enterprise Capital contracts with sub-investment advisers to assist in managing
the portfolios. For information about the sub-advisers for each portfolio, see
page of the Enterprise Accumulation Trust prospectus which accompanies this
prospectus. Enterprise Accumulation Trust pays an investment advisory fee to
Enterprise Capital which in turn pays the sub-investment advisers. Fees are
deducted daily and paid to Enterprise Capital on a monthly basis. The
sub-investment adviser and daily investment advisory fees and sub-investment
advisory fees for each portfolio are shown in the table below:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
PORTFOLIO AND SUB-INVESTMENT ADVISER INVESTMENT ADVISER FEE SUB-INVESTMENT ADVISER FEE
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
EQUITY PORTFOLIO Annual rate of 0.80% of the Annual rate of 0.40% up to
first $400 million, 0.75% of $1 billion, and 0.30% in
OpCap Advisors (subsidiary of the next $400 million and excess of $1 billion of the
Oppenheimer Capital) is the 0.70% in excess of $800 portfolio's aggregate
sub-investment adviser. million of the portfolio's average daily net assets.
aggregate average daily net
assets.
- ------------------------------------------------------------------------------------------------------

MANAGED PORTFOLIO Annual rate of 0.80% of the Annual rate of 0.40% up to
first $400 million, 0.75% of $1 billion, 0.30% in excess
OpCap Advisors (subsidiary of the next $400 million and of $1 billion, and 0.25% in
Oppenheimer Capital) is the 0.70% in excess of $800 excess of $2 billion of the
sub-investment adviser. million of the portfolio's portfolio's aggregate
aggregate average daily net average daily net assets.
assets.
- ------------------------------------------------------------------------------------------------------
</TABLE>

15
<PAGE> 21

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
PORTFOLIO AND SUB-INVESTMENT ADVISER INVESTMENT ADVISER FEE SUB-INVESTMENT ADVISER FEE
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SMALL COMPANY VALUE PORTFOLIO Annual rate of 0.80% of the Annual rate of 0.40% of the
portfolio's aggregate first $1 billion and 0.30%
Gabelli Asset Management, Inc. is average daily net assets. in excess of $1 billion of
the sub-investment adviser. the portfolio's aggregate
average daily net assets.
- ------------------------------------------------------------------------------------------------------

HIGH YIELD BOND PORTFOLIO Annual rate of 0.60% of the Annual rate of 0.30% of the
portfolio's aggregate first $100 million and 0.25%
Caywood Scholl Capital Corporation average daily net assets. in excess of $100 million of
is the sub-investment adviser. the portfolio's aggregate
average daily net assets.
- ------------------------------------------------------------------------------------------------------

INTERNATIONAL GROWTH PORTFOLIO Annual rate of 0.85% of the Annual rate of 0.45% of the
portfolio's aggregate first $100 million of the
Vontobel USA Inc. is the average daily net assets. portfolio's aggregate
sub-investment adviser. average daily net assets
(fee declines as assets
exceed $100 million).
- ------------------------------------------------------------------------------------------------------

GROWTH PORTFOLIO Annual rate of 0.75% of the Annual rate of 0.30% of the
portfolio's aggregate first $1 billion and 0.20%
Montag & Caldwell, Inc. is the average daily net assets. in excess of $1 billion of
sub-investment adviser. the portfolio's aggregate
average daily net assets.
- ------------------------------------------------------------------------------------------------------

GROWTH AND INCOME PORTFOLIO Annual rate of 0.75% of the Annual rate of 0.30% of the
portfolio's aggregate first $100 million, 0.25% of
Retirement System Investors, Inc. average daily net assets. the next $100 million, and
is the sub-investment adviser. 0.20% in excess of $200
million of the portfolio's
aggregate average daily net
assets.
- ------------------------------------------------------------------------------------------------------

EQUITY INCOME PORTFOLIO Annual rate of 0.75% of the Annual rate of 0.30% of the
portfolio's aggregate first $100 million, 0.25% of
1740 Advisers (affiliate of MONY average daily net assets. the next $100 million, and
Life Insurance Company of America) 0.20% in excess of $200
is the sub-investment adviser. million of the portfolio's
aggregate average daily net
assets.
- ------------------------------------------------------------------------------------------------------

SMALL COMPANY GROWTH PORTFOLIO Annual rate of 1.00% of the Annual rate of 0.65% of the
portfolio's aggregate first $50 million, 0.55% of
William D. Witter is the sub- average daily net assets. the next $50 million and
investment adviser. 0.45% in excess of $100
million of the portfolio's
aggregate average daily net
assets.
- ------------------------------------------------------------------------------------------------------
</TABLE>

16
<PAGE> 22

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
PORTFOLIO AND SUB-INVESTMENT ADVISER INVESTMENT ADVISER FEE SUB-INVESTMENT ADVISER FEE
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
CAPITAL APPRECIATION PORTFOLIO Annual rate of 1.00% of the Annual rate of 0.65% of the
portfolio's aggregate first $50 million, 0.55% of
Provident Investment Counsel, Inc. average daily net assets. the next $50 million and
is the sub-investment adviser. 0.45% in excess of $100
million of the portfolio's
aggregate average daily net
assets.
- ------------------------------------------------------------------------------------------------------
</TABLE>

The investment objectives of each portfolio are fundamental and may not be
changed without the approval of the holders of a majority of the outstanding
shares of the portfolio affected. For each of the Funds a majority means the
lesser of:

(1) 67% of the portfolio shares represented at a meeting at which more
than 50% of the outstanding portfolio shares are represented, or

(2) More than 50% of the outstanding portfolio shares.

Each Owner should periodically review their allocation of purchase payments
and Fund Values among the subaccounts and the guaranteed interest account in
light of their current objectives, the current market conditions, and the risks
of investing in each of the Funds' various portfolios. A full description of the
objectives, policies, restrictions, risks and expenses for each of the Funds'
portfolios can be found in the accompanying prospectus for each of the Funds.
The prospectus for each of the Funds should be read together with this
prospectus.

PURCHASE OF PORTFOLIO SHARES BY MONY VARIABLE ACCOUNT A

MONY Variable Account A will buy and redeem shares from the Funds at net
asset value. Shares will be redeemed when needed for the Company to:

- Collect charges under the Contracts.

- Pay Cash Value on full surrenders of the Contracts.

- Fund partial surrenders.

- Provide benefits under the Contracts.

- Transfer assets from one subaccount to another or between one or more
subaccounts of MONY Variable Account A and the Guaranteed Interest
Account as requested by Owners.

Any dividend or capital gain distribution received from a portfolio of a Fund
will be:

- Reinvested immediately at net asset value in shares of that portfolio.

- Kept as assets of the corresponding subaccount.

CASH VALUE -- The Contract's Fund Value, less (1) any applicable Surrender
Charge, and (2) any outstanding loan.

The Board of Directors of MONY Series Fund, Inc. and the Board of Trustees
of The Enterprise Accumulation Trust monitor the respective Fund for the
existence of material irreconcilable conflict between the interests of variable
annuity Owners and variable life insurance Owners. The Boards shall report any
such conflict to the boards of the Company and its affiliates. The Boards of
Directors of the Company and its affiliates have agreed to be responsible for
reporting any potential or existing conflicts to the Directors and Trustees of
each of the Funds. The Boards of Directors of the Company and its affiliates
will remedy any conflict at their own cost. The remedy may include establishing
a new registered management investment

17
<PAGE> 23

company and segregating the assets underlying the variable annuity contracts and
the variable life insurance contracts.

GUARANTEED INTEREST ACCOUNT

The Guaranteed Interest Account is a part of the Company's General Account
and consists of all the Company's assets other than assets allocated to
segregated investment accounts of the Company, including MONY Variable Account
A.

Crediting of Interest. The entire initial purchase payment always earns
interest at a rate not less than 3.5% per year until the end of the Right to
Return Contract period. When the Right to Return Contract period ends, the
entire initial purchase payment plus interest earned is transferred to the
selected subaccounts and Guaranteed Interest Account accumulation period.

Any Net Purchase Payments you as Owner of the Contract allocate to the
Guaranteed Interest Account will be credited with interest at the rate declared
by the Company for one year accumulation periods. If you allocate purchase
payments to the Guaranteed Interest Account, your allocation will automatically
begin a new accumulation period as of the date you allocate the payment. The
accumulation period will end on your monthly contract anniversary date. If you
transfer funds to the Guaranteed Interest Account, you will choose the
accumulation period from which such transfer will be made. Before the beginning
of each calendar month, the Company will declare an interest rate for the
current accumulation period, if those rates will be higher than the guaranteed
rate. Each interest rate declared by the Company will be applicable for all Net
Purchase Payments received or transfers from MONY Variable Account A completed
within the period during which it is effective. Within 45 days, but not less
than 15 days before the accumulation period expires, we will notify you of the
new rate we are then declaring. When the period expires, you may elect to
transfer the entire amount allocated to the expiring accumulation period to the
separate account. If you make no election, the entire amount allocated to the
expiring accumulation period will automatically be held for a one year period.
If that period will extend beyond the maturity date, the money will be
transferred into the Money Market subaccount. The Company guarantees that the
rate credited will not be less than 3.5% (0.009426%, compounded daily). If you
allocate purchase payments (or transfer funds) to the Guaranteed Interest
Account the amount of such allocation must maintain a Fund Value in such Account
of at least $2,500.

ACCUMULATION PERIOD -- Currently one year. The Period starts on the Business Day
that falls on, or next follows the date the purchase payment is transferred into
the Guaranteed Interest Account and ends on the monthly contract anniversary
immediately prior to the last day of that Period.

Surrenders. When you as Contract Owner request Contract Fund Values from
the Guaranteed Interest Account be transferred to MONY Variable Account A,
surrendered, loaned to you, or used to pay any charge imposed in accordance with
the Contract, you must tell the Company the source by interest rate accumulation
period of amounts you request be transferred, surrendered, loaned, or used to
pay charges.

The Guaranteed Interest Account is described in greater detail in a
separate prospectus attached to this prospectus for your convenience.

DETAILED INFORMATION ABOUT THE POLICY

The Fund Value in MONY Variable Account A and in the Guaranteed Interest
Account provide many of the benefits of your Contract. The information in this
section describes the benefits, features, charges and major provisions of the
Contract and the extent to which those depend upon the Fund Value, particularly
the Fund Value in MONY Variable Account A. Attached to this prospectus is a
prospectus describing the Guaranteed Interest Account and its various features,
charges and major provisions.

18
<PAGE> 24

PAYMENT AND ALLOCATION OF PURCHASE PAYMENTS

Issuance of the Contract

Individuals who want to buy a Contract must:

(1) Complete an application.

(2) Personally deliver the application to:

(a) A licensed agent of the Company who is also a registered
representative of the principal underwriter for the Contracts, MONY
Securities Corporation ("MSC"), or

(b) A registered representative of a broker dealer which had been
authorized by MSC to sell the Contract.

(3) Pay the minimum initial purchase payment.

The minimum purchase payment for individuals varies depending upon the use
of the Contract and the method of purchase. The chart below shows the minimum
purchase payment for each situation.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
USE OF CONTRACT OR
METHOD OF MAKING PURCHASE PAYMENT MINIMUM PURCHASE PAYMENT
- --------------------------------------------------------------------------------------------------------
<S> <C>
Individual retirement accounts and annuities under $2,000
Section 408 of the Code (other than Simplified
Employee Pensions)
- --------------------------------------------------------------------------------------------------------
Non-Qualified Plans $2,000
- --------------------------------------------------------------------------------------------------------
H.R. 10 plans (self-employed individuals' retirement $600
plans under 401 or 403(c) of the Code), certain
corporate or association retirement plans, Simplified
Employee Pensions under Section 408 and 408A of the
Code
- --------------------------------------------------------------------------------------------------------
Annuity purchase plans sponsored by certain $600
tax-exempt organizations, governmental entities and
deferred compensation plans under Section 457 of the
Code
- --------------------------------------------------------------------------------------------------------
Payroll deduction and automatic checking account Annualized rate of $600 (i.e., $600 per year,
withdrawal plans $300 semiannually, $150 quarterly or $50 per
month)
- --------------------------------------------------------------------------------------------------------
Government Allotment Plans $50 per month
- --------------------------------------------------------------------------------------------------------
</TABLE>

GOVERNMENT ALLOTMENT PLANS -- Payroll deduction plans used for financial
products by government employees.

Additional purchase payments of at least $100 may be made at any time. However,
for certain automatic payment plans, the smallest additional payment is $50.

The Company reserves the right to revise its rules from time to time to
specify different minimum Purchase Payments. In addition, the prior approval of
the Company is needed before it will accept a Purchase Payment if, with that
Payment:

(1) Cumulative Purchase Payments made under any one or more Contracts
held by the Contract Owner, less

(2) The amount of any prior partial surrenders and their Surrender
Charges, exceed

(3) $1,500,000.

The Company reserves the right to reject an application for any reason
permitted by law.

19
<PAGE> 25

EFFECTIVE DATE -- The date the contract begins as shown in the Contract.

Net Purchase Payments received before the Effective Date will be held in
the Company's General Account and will be credited with interest at not less
than 3.5% per year if:

(1) The Contract is issued by the Company, and

(2) The Contract is accepted by the Owner.

No interest will be paid if the Contract is not issued or if it is declined by
the Owner. Net Purchase Payments will be held in the Company's General Account
if:

(1) The application is approved,

(2) The Contract is issued, and

(3) The Owner accepts the Contract.

These amounts will be held in that Account pending end of the Right to Return
Contract Period. (See "Free Look Privilege" on page .) Interest will be
credited on amounts held in the General Account beginning on the date the
amounts are received. Amounts are received on the day of actual receipt at the
Company's Operation Center. The prospective buyer will be told the reasons for
the delay, the initial Purchase Payment will be returned in full and the
application declined if:

(1) The application is not complete when received, and

(2) The application is not completed within 5 days.

The application will not be declined if the prospective buyer consents to the
Company's keeping the Purchase Payment until the application is completed.

Right to Return Contract Provision

The Owner may return the Contract within 10 days of the delivery date. The
Contract must be returned to the Company or any agent of the Company. When the
Company receives the Contract, it will be voided as if it were never in effect.
The amount to be refunded is equal to all purchase payments received by the
Company.

Allocation of Payments and Fund Value

Allocation of Payments. On the application, the Owner may allocate Net
Purchase Payments to the subaccount(s) of MONY Variable Account A or to the
Guaranteed Interest Account. Net Purchase Payments (and any interest thereon)
are held in the General Account if they are received before the end of the Right
to Return Contract Period. The Net Purchase Payments will earn interest at a
rate not less than 3.5% per year beginning on the later of:

(1) The Effective Date of the Contract, and

(2) The date the Payment is received at the Company's Operations
Center.

Net Purchase Payments will continue to earn 3.5% annual interest until the
Right to Return Contract Period expires. (See "Right to Return Contract
Provision above.) After the Right to Return Contract Period has expired, the
Contract's Fund Value will automatically be transferred to MONY Variable Account
A subaccount(s) or to the Guaranteed Interest Account according to the Owner's
percentage allocation.

After the Right to Return Contract Period, under a non-automatic payment
plan, if the Owner does not:

(1) Specify the amount to be allocated among subaccounts, or

(2) Specify the percentage to be allocated among subaccounts, or

(3) The amount or percentage specified is incorrect or incomplete,

20
<PAGE> 26

the Net Purchase Payments will be allocated under the Owner's most recent
instructions on record with the Company. The amount specified must not be less
than $10.00 and the percentage specified must not be less than 10% of the
Payment. For automatic payment plans, Net Purchase Payments will be allocated
according to the Owner's most recent instructions on record.

The Owner may change the specified allocation formula for future Net
Purchase Payments at any time without charge by sending written notification to
the Company at the Operations Center. Prior allocation instructions may also be
changed by telephone subject to the rules of the Company and its right to
terminate telephone allocation. The Company reserves the right to deny any
telephone allocation request. If all telephone lines are busy (for example,
during periods of substantial market fluctuations), Owners may be unable to
request telephone allocation changes by telephone. In such cases, an Owner would
submit a written request. Any such change, whether made in writing or by
telephone, will be effective when recorded on the records of the Company, in
accordance with the requirements of state insurance departments and the
Investment Company Act of 1940. The Company has adopted rules relating to
changes of allocations by telephone which, among other things, outlines
procedures designed, and which the Company believes are reasonable, to prevent
unauthorized instructions. If these procedures are followed:

(1) The Company shall not be liable for any loss as a result of
following fraudulent telephone instructions, and

(2) The Owner will therefore bear the entire risk of loss due to
fraudulent telephone instructions.

A copy of the rules and the Company's form for electing telephone allocation
privileges is available from licensed agents of the Company who are registered
representatives of MSC or by calling 1-800-487-6669. The Company's form must be
signed and received at the Company's Operations Center before telephone
allocation instructions will be accepted.

Net Purchase Payments may be allocated in whole percentages to any number
of the available subaccounts and to the Guaranteed Interest Account. Allocations
must be in whole percentages, and no allocation may be for less than 10% of a
Net Purchase Payment. Allocation percentages must total 100%.

When allocated Purchase Payments are received they are credited to
subaccounts of MONY Variable Account A in the form of Units. The number of Units
is determined by dividing the dollar amount allocated to a particular subaccount
by the unit value for that subaccount for the Business Day on which the Purchase
Payment is received.

Calculating Unit Values for Each Subaccount

The unit value of each subaccount on its first Business Day was set at
$10.00. The Company computes the unit value of a subaccount on any later
Business Day as follows:

(1) Calculate the value of the shares of the portfolio belonging to
the subaccount as of the close of business that Business Day. This
calculation is done before giving effect to any policy transactions for
that day, such as purchase payments or surrenders. For this purpose, the
net asset value per share reported to the Company by the managers of the
portfolio is used.

(2) Add the value of any dividends or capital gains distributions
declared and reinvested by the portfolio during the valuation period.
Subtract from this amount a charge for taxes, if any.

(3) Subtract a charge for the mortality and expense risk assumed by
the Company under the contract. If the previous day was not a Business Day,
then the charge is adjusted for the additional days between valuations.

(4) Divide the resulting amount by the number of units held in the
subaccount on the Business Day before the purchase or redemption of any
units on that date.

The unit value of these subaccounts may increase, decrease or remain the
same from Business Day to Business Day. The Unit value depends on the investment
performance of the portfolio of the Fund in which the subaccount invests and any
expenses and charges deducted from MONY Variable Account A. The Owner

21
<PAGE> 27

bears the entire investment risk. Owners should periodically review their
allocations of payments and values in light of market conditions and overall
financial planning requirements.

Calculation of Guaranteed Interest Account Fund Value

Net Purchase Payments to be allocated to the Guaranteed Interest Account
will be credited on:

(1) The date received at the Operations Center, or

(2) If the day Payments are received is not a Business Day, then on
the next Business Day.

Interest will be credited daily. That part of a Net Purchase Payments allocated
to the Guaranteed Interest Account that exceeds the $250,000 limit imposed by
the Company will be returned to the Owner.

Calculation of Fund Value

The Contract's Fund Value will reflect:

- The investment performance of the selected subaccount(s) of MONY Variable
Account A.

- Amounts credited (including interest) to the Guaranteed Interest Account.

- Any Net Purchase Payments.

- Any Partial Surrenders.

- All Contract charges (including surrender charges) imposed.

There is no guaranteed minimum Fund Value, except to the extent Net Purchase
Payments have been allocated to the Guaranteed Interest Account. Because a
Contract's Fund Value at any future date will be dependent on a number of
variables, it cannot be predetermined.

The Fund Value will be computed first on the Effective Date and thereafter
on each Business Day. On the Effective Date, the Contract's Fund Value will be
the Net Purchase Payments received plus any interest credited on those Payments
during the period when Net Purchase Payments are held in the General Account.
(See "Issuance of the Contract" at page .)

After allocation of the amounts in the General Account to MONY Variable
Account A or the Guaranteed Interest Account, on each Business Day, the
Contract's Fund Value will be computed as follows:

(1) Determine the aggregate of the Fund Values attributable to the
Contract in each of the subaccounts on the Business Day. This is done by
multiplying the subaccount's Unit value on that date by the number of
subaccount Units allocated to the Contract;

(2) Add any amount credited to the Guaranteed Interest Account. This
amount is the aggregate of all Net Purchase payments and:

- The addition of any interest credited.

- Addition or subtraction of any amounts transferred.

- Subtraction of any partial surrenders and their surrender charges.

- Subtraction of any Contract charges.

(3) Add the value attributable to any loan account;

(4) Add any Net Purchase Payment received on that Business Day;

(5) Subtract any partial surrender amount and its Surrender Charge
made on that Business Day;

(6) Subtract any Annual Contract Charge deductible on that Business
Day.

In computing the Contract's Fund Value, the number of subaccount Units
allocated to the Contracts is determined after any transfers among subaccounts
or between one or more of the subaccounts and the

22
<PAGE> 28

Guaranteed Interest Account. Any transfer charges are also deducted. However,
the computation of the Contract's Fund Value is done before any other Contract
transactions on the Business Day, such as:

- Receipt of Net Purchase Payments.

- Partial Surrenders.

If a transaction would ordinarily require that the Contract's Fund Value be
computed for a day that is not a Business Day, the next following Business Day
will be used.

Transfers. You may transfer the value of the Contract among the
subaccounts after the Right to Return Contract Period has expired by sending a
proper written request to the Company's Operations Center. Transfers may be made
by telephone if you have proper authorization. See "Allocations of Premium and
Fund Value," page . Currently, there are no limitations on the number of
transfers between subaccounts.

A transfer charge is not currently imposed on transfers. (See "Charges
Against Fund Value -- Transfer Charge" at page .) However, the Company
reserves the right to impose a charge which will not exceed $25 per transfer. If
imposed the charge will be deducted from the first subaccount(s) or the
Guaranteed Interest Account from which the amounts are transferred. This charge
is in addition to the amount transferred. All transfers in a single request are
treated as one transfer transaction. A transfer resulting from the first
reallocation of Fund Value at the end of the Right to Return Contract Period
will not be subject to a transfer charge. Under present law, transfers are not
taxable transactions.

CONTRACT YEAR -- Any period of twelve (12) months commencing with the Effective
Date and each Contract Anniversary thereafter.

Transfers Involving the Guaranteed Interest Account. Transfers may be made
from the Guaranteed Interest Account at any time. We will not accept a transfer
request if it will reduce the Fund Value in the Guaranteed Interest Account to
less than $2,500.

TERMINATION OF THE CONTRACT

The Contract will remain in effect until the earlier of:

(1) The date the Contract is surrendered in full,

(2) The date annuity payments start,

(3) The Contract Anniversary on which, after deduction for any Annual
Contract Charge then due, no Fund Value in the subaccounts and the
Guaranteed Interest Account remains in the Contract, and

(4) The date the Death Benefit is payable under the Contract.

CONTRACT ANNIVERSARY -- An anniversary of the Effective Date of the Contract.

EFFECTIVE DATE -- The date shown as the Effective Date of the Contract.

SURRENDERS

The Owner may elect to make a surrender of all or part of the Contract's
value provided it is:

- On or before the annuity payments start, and

- During the lifetime of the Annuitant.

Any such election shall specify the amount of the surrender. The surrender
will be effective on the date a proper written request is received by the
Company at its Operation Center.

23
<PAGE> 29

The amount of the surrender may be equal to the Contract's Cash Value,
which is its Fund Value less

(1) any applicable Surrender Charge, and

(2) any Outstanding Debt.

The Surrender may also be for a lesser amount (a "partial surrender"). Requested
partial surrenders that would leave a Fund Value of less than $1,000 are treated
and processed as a full surrender. In such case, the entire Cash Value will be
paid to the Owner. For a partial surrender, any Surrender Charge will be in
addition to the amount requested by the Owner.

A surrender will result in the cancellation of Units and the withdrawal of
amounts credited to the Guaranteed Interest Account accumulation periods. The
aggregate value of the surrender will be equal to the dollar amount of the
surrender plus, if applicable, any Surrender Charge. For a partial surrender,
the Company will cancel Units of the particular subaccounts and withdraw amounts
from the Guaranteed Interest Account accumulation period (under the allocation
specified by the Owner.) The Unit value will be calculated as of the Business
Day the surrender request is received. Allocations may be by either amount or
percentage. Allocations by percentage must be in whole percentages (totaling
100%). At least 10% of the partial surrender must be allocated to any subaccount
designated by the Owner. The request will not be accepted if:

- There is insufficient Fund Value in the Guaranteed Interest Account or a
subaccount to provide for the requested allocation against it, or

- The partial surrender will reduce the Fund Value in the Guaranteed
Interest Account to less than $2,500.

- The request is incorrect.

Any surrender charge will be allocated against the Guaranteed Interest
Account and each subaccount in the same proportion that each allocation bears to
the total amount of the partial surrender.

Any cash surrender amount will be paid in accordance with the requirements
of state insurance departments and the Investment Company Act of 1940. .
However, the Company may be permitted to postpone such payment under the 1940
Act. Postponement is currently permissible only for any period during which

(1) the New York Stock Exchange is closed other than customary weekend
and holiday closings, or

(2) trading on the New York Stock Exchange is restricted as determined
by the Securities and Exchange Commission, or

(3) an emergency exists as a result of which disposal of securities
held by the Fund is not reasonable practicable or it is not reasonably
practicable to determine the value of the net assets of the Fund.

Any cash surrender involving payment from amounts credited to the
Guaranteed Interest Account may be postponed, at the option of the Company, for
up to 6 months from the date the request for a surrender or proof of death is
received by the Company. The Owner may elect to have the amount of a surrender
settled under one of the Settlement Options of the Contract. (See "Annuity
Provisions" at page .)

Contracts offered by this prospectus may be issued in connection with
retirement plans meeting the requirements of certain sections of the Internal
Revenue Code. Owners should refer to the terms of their particular retirement
plan for any limitations or restrictions on cash surrenders.

The tax results of a cash surrender should be carefully considered. (See
"Federal Tax Status" at page .)

24
<PAGE> 30

LOANS

Qualified Contracts issued under an Internal Revenue Code Section 401(k)
plan will have a loan provision. All of the following conditions apply in order
for the amount to be considered a loan, rather than a (taxable) partial
surrender:

- The term of the loan must be 5 years or less.

- Repayments are required at least quarterly and must be substantially
level.

- The loan amount is limited to certain dollar amounts as specified by the
IRS.

The Owner (Plan Trustee) must certify that these conditions are satisfied.

In any event, the maximum outstanding loan on a contract is 50% of the Fund
Value of the subaccounts and/or the Guaranteed Interest Account. Loans are not
permitted before the end of the Right to Return Period. In requesting a loan,
the Contract Owner must specify the subaccounts from which Fund Value equal to
the amount of the loan requested will be taken. Loans from the Guaranteed
Interest Account are not taken until Fund Value in the subaccounts is exhausted.
If in order to provide the Contract Owner with the amount of the loan requested,
Fund Values must be taken from the Guaranteed Interest Account, then the
Contract Owner must specify the Accumulation Periods from which Fund Values
equal to such amount will be taken. If the Contract Owner fails to specify
subaccounts, the request for a loan will be returned to a Contract Owner. We
will also not accept a loan request if it will reduce the Fund Value in the
Guaranteed Interest Account to less than $2,500.

Values are transferred to a loan account that earns interest at an annual
rate of 3.5%. The annual loan interest rate charged will be 6%.

Loan repayments must be specifically earmarked as loan repayment and will
be allocated to the subaccounts and/or the Guaranteed Interest Account using the
most recent payment allocation on record.

DEATH BENEFIT

DEATH BENEFIT PROVIDED BY THE CONTRACT

The Company will pay a Death Benefit to the Beneficiary if:

- The Annuitant dies; and

- The death occurs before the annuity payments start.

The amount of the Death Benefit will be the greater of

(1) The Fund Value less any Outstanding Debt on the date of the
Annuitant's death;

(2) The Purchase Payments paid, less any partial surrenders and their
Surrender Charges; and

(3) The Enhanced Death Benefit, if any.

If the death of the Annuitant occurs on or after the annuity payments start, no
Death Benefit will be payable except as may be provided under the Settlement
Option elected.

ENHANCED DEATH BENEFIT

Your Contract provides for an enhanced death benefit.

On the 5th Contract anniversary and each subsequent 5th Contract
anniversary prior to the Annuitant's 71st birthday (prior to the first 5th
anniversary for issue ages greater than 65), the Guaranteed Minimum Death
Benefit may be increased. If the Fund Value is greater than the current
Guaranteed Minimum Death Benefit, the new Guaranteed Minimum Death Benefit is
equal to:

1. the Fund Value on the date the new Guaranteed Minimum Death
Benefit is to be calculated;

2. the current Guaranteed Minimum Death Benefit proportionately
reduced by any partial surrenders including surrender charges assessed
since the last recalculation of the Guaranteed Minimum Death Benefit

25
<PAGE> 31

3. In no event will the Guaranteed Minimum Death Benefit exceed 200%
of the total purchase payments made, reduced proportionately for:

- Each partial surrender (including surrender charges), less

- Any Outstanding Debt.

The proportionate reduction for each partial surrender will be equal to:

(1) The amount of that partial surrender (including any surrender
charges assessed), divided by

(2) The Fund Value immediately before that partial surrender,
multiplied by,

(3) The enhanced death benefit immediately before the surrender.

All subaccounts are eligible for Guaranteed Minimum Death Benefit coverage.

The cost of this enhancement is reflected in the mortality and expense risk
charge. Once the last value is set (prior to the Annuitant's 71st birthday or on
the first 5th anniversary if the Contract is purchased after age 65), it will
not be recalculated.

All other basic death benefits as described in this prospectus continue to
apply. The largest death benefit under any of these provisions will be paid.

ELECTION AND EFFECTIVE DATE OF ELECTION

The Owner may elect to have the Death Benefit of the Contract applied under
one of four Settlement Options to effect an annuity for the Beneficiary as payee
after the death of the Annuitant. The election must take place:

- During the lifetime of the Annuitant, and

- Before the annuity payments start.

If no election of a Settlement Option for the Death Benefit is in effect on the
date when proceeds become payable, the Beneficiary may elect

(1) to receive the Death Benefit in the form of a cash payment; or

(2) to have the Death Benefit applied under one of the Settlement
Options.

(See "Settlement Options" at page .) If an election by the payee is not
received by the Company within one month following the date proceeds become
payable, the payee will be considered to have elected a cash payment. Either
election described above may be made by filing a written election with the
Company in such form as it may require. Any proper election of a method of
settlement of the Death Benefit by the Owner will become effective on the date
it is signed. However, any election will be subject to any payment made or
action taken by the Company before receipt of the notice at the Company's
Operation Center.

Settlement option availability may be restricted by the terms of any
applicable retirement plan and any applicable legislation for any limitations or
restrictions on the election of a method of settlement and payment of the Death
Benefit.

PAYMENT OF DEATH BENEFIT

If the Death Benefit is to be paid in cash to the Beneficiary, payment will
be made within seven (7) days of the date

- the election becomes effective, or

- the election is considered to become effective, and

- due proof of death is received.

The Company may be permitted to postpone such payment under the 1940 Act. If the
death benefit is to be paid in one sum to the Successor Beneficiary, or to the
estate of the deceased Annuitant, payment will be

26
<PAGE> 32

made within seven (7) days of the date due proof of the death of the Annuitant
and the Beneficiary is received by the Company.

CHARGES AND DEDUCTIONS

The following table summarizes the charges and deductions under the
Contract:
- --------------------------------------------------------------------------------

DEDUCTIONS FROM PURCHASE PAYMENTS
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
Tax Charge State and local -- 0%-3.5% -- Company
currently assumes responsibility; current
charge to Owner 0%.
Federal -- Currently 0% (Company reserves
the right to charge in the future.)
</TABLE>

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

DAILY DEDUCTION FROM VARIABLE ACCOUNT A
- --------------------------------------------------------------------------------

<TABLE>
<S> <C>
Mortality & Expense Risk Charge Current daily rate -- 0.003425%
Annual Rate deducted daily from net assets Current Annual rate -- 1.25% (Company
reserves the right to charge up to 1.35%)
</TABLE>

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

DEDUCTIONS FROM FUND VALUE

<TABLE>
<S> <C>
- ----------------------------------------------------------------------------------------------
Annual Contract Charge Non-Qualified Contracts -- $0
Current charges listed may be increased to IRA and SEP-IRA -- $0
as much as $30 on 30 days written notice Qualified Contracts -- $0
- ----------------------------------------------------------------------------------------------
Transaction and Other Charges $0
Transfer Charge (Company reserves the right to charge up to
$25)
- ----------------------------------------------------------------------------------------------
Surrender Charge See below for grading schedule. See page
Grades from 7% to 0% of Fund Value "Charges and Deductions -- Charges Against
surrendered based on a schedule. Fund Value" for details of how it is
computed.
- ----------------------------------------------------------------------------------------------
</TABLE>

The following provides additional details of the charges and deductions under
the Contract.

DEDUCTIONS FROM PURCHASE PAYMENTS

Deductions may be made from purchase payments for premium or similar taxes
prior to allocation of any net purchase payment among the subaccounts.
Currently, the Company makes no deduction, but may do so with respect to future
payments. If the Company is going to make deductions for such tax from future
purchase payments, it will give notice to each affected Owner.

CHARGES AGAINST FUND VALUE

Daily Deduction from MONY Variable Account A

MORTALITY AND EXPENSE RISK CHARGE

The Company assumes mortality and expense risks. A charge for assuming
such risks is deducted daily from the net assets of Variable Account A. This
daily charge from MONY Variable Account A is deducted at a current daily rate
equivalent to an annual rate of 1.25% from the value of the net assets of MONY
Variable Account A. The rate is guaranteed not to exceed a daily rate equivalent
to an annual rate of 1.35% from the value of the net assets of MONY Variable
Account A. Of the 1.25% charge, .80% is for assuming mortality risks (which is
guaranteed not to exceed .90%), and .45% is for assuming expense risks. The
charge is deducted from MONY Variable Account A, and therefore the subaccounts,
on each Business Day. These

27
<PAGE> 33

charges will not be deducted from the Guaranteed Interest Account. Where the
previous day (or days) was not a Business Day, the deduction currently on the
next Business Day will be 0.003425% (guaranteed not to exceed 0.003699%)
multiplied by the number of days since the last Business Day. The Company
reserves the right to increase the charge up to a maximum annual rate of 1.35%.

The Company believes that this level of charge is within the range of
industry practice for comparable individual flexible payment variable annuity
contracts.

The mortality risk assumed by the Company is that Annuitants may live for a
longer time than projected. If that occurs, an aggregate amount of annuity
benefits greater than that projected will be payable. In making this projection,
the Company has used the mortality rates from the 1983 Table "a" (discrete
functions without projections for future mortality), with 3 1/2% interest. The
expense risk assumed is that expenses incurred in issuing and administering the
Contracts will exceed the administrative charges provided in the Contracts.

The Company does not expect to make a profit from the mortality and expense
risk charge. However, if the amount of the charge exceeds the amount needed, the
excess will be kept by the Company in its general account. If the amount of the
charge is inadequate, the Company will pay the difference out of its general
account.

Deductions from Cash Value

Annual Contract Charge

The Company has primary responsibility for the administration of the
Contract and MONY Variable Account A. An annual Contract charge helps to
reimburse the Company for administrative expenses related to the maintenance of
the Contract. Ordinary administrative expenses expected to be incurred include
premium collection, recordkeeping, processing death benefit claims and
surrenders, preparing and mailing reports, and overhead costs. In addition, the
Company expects to incur certain additional administrative expenses in
connection with the issuance of the Contract, including the review of
applications and the establishment of Contract records.

The Company intends to administer the Contract itself through an
arrangement whereby it may buy some administrative services from MONY and such
other sources as may be available.

Currently, there is no annual Contract charge. The Company may in the
future impose a Contract charge. The charge will never, however, exceed $30. The
Owner will receive a written notice 30 days in advance of any change in the
charge.

If imposed, the Annual Contract Charge is deducted from the Fund Value on
each Contract Anniversary before the date annuity payments start.

The amount of the charge will be allocated against the Guaranteed Interest
Account and each subaccount of MONY Variable Account A in the same proportion
that the Fund Value in those accounts bears to the Fund Value of the Contract.
The Company does not expect to make any profit from the administrative cost
deductions.

Transfer Charge

Contract value may be transferred among the subaccounts or to or from the
Guaranteed Interest Account and one or more of the subaccounts (including
transfers made by telephone, if permitted by the Company). The Company reserves
the right to impose a transfer charge for each transfer instructed by the Owner
in a Contract year. The transfer charge compensates the Company for the costs of
effecting the transfer. The transfer charge will not exceed $25. The Company
does not expect to make a profit from the transfer charge. If imposed, the
transfer charge will be deducted from the Contract's Fund Value held in the
subaccount(s) or from the Guaranteed Interest Account from which the first
transfer is made.

28
<PAGE> 34

Surrender Charge

A contingent deferred sales charge (called a "Surrender Charge") will be
imposed when a full or partial surrender is requested or at the start of annuity
benefits if it is during the first eight years of the contract.

The Surrender Charge will never exceed 7% of total Fund Value. The
Surrender Charge is intended to reimburse the Company for expenses incurred in
distributing the Contract. To the extent such charge is insufficient to cover
all distribution costs, the Company will make up the difference. The Company
will use funds from its General Account, which may contain funds deducted from
Variable Account A to cover mortality and expense risks borne by the Company.
(See "Mortality and Expense Risk Charge" at page .)

A Surrender Charge will be computed when a surrender is made and will be
deducted from the Fund Value if:

(1) All or a part of the Contract's Cash Value (See "Surrenders" at
page ) is surrendered, or

(2) The Cash Value is received at maturity when the annuity payments
start.

A Surrender Charge will not be imposed:

(1) Against Fund Value surrendered after the eighth Contract Year.

(2) To the extent necessary to permit the Owner to obtain an amount
equal to the Free Partial Surrender Amount (See "Free Partial Surrender
Amount" at page .)

(3) If the Contract is surrendered after the third Contract Year and
the surrender proceeds are paid under either Settlement Option 3 or
Settlement Option 3A (See "Settlement Options" at page .)

In no event will the aggregate Surrender Charge exceed 7% of the Fund
Value. The amount deducted from the Fund Value to cover the Surrender Charge is
not subject to the Surrender Charge.

For a partial surrender, the Surrender Charge will be deducted from any
remaining Fund Value, if sufficient. If the Fund Value is not sufficient, it
will be deducted from the amount surrendered. Any Surrender Charge will be
allocated against the Guaranteed Interest Account and each subaccount of
Variable Account A in the same proportion that the amount of the partial
surrender allocated against those accounts bears to the total amount of the
partial surrender.

No Surrender Charge will be deducted from Death Benefits except as
described in "Death Benefit" at page .

29
<PAGE> 35

Amount of Surrender Charge. The amount of the Surrender Charge is equal to
a varying percentage of Fund Value during the first 8 Contract years. The
percentage is determined by multiplying the Surrender Charge Percentage for the
Contract Year by the amount of Fund Value requested as follows:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
SURRENDER CHARGE PERCENTAGE TABLE
- ----------------------------------------------------------------------------------------------
CONTRACT YEAR SURRENDER CHARGE PERCENTAGE
- ----------------------------------------------------------------------------------------------
<S> <C>

1 7%
- ----------------------------------------------------------------------------------------------
2 7
- ----------------------------------------------------------------------------------------------
3 6
- ----------------------------------------------------------------------------------------------
4 6
- ----------------------------------------------------------------------------------------------
5 5
- ----------------------------------------------------------------------------------------------
6 4
- ----------------------------------------------------------------------------------------------
7 3
- ----------------------------------------------------------------------------------------------
8 2
- ----------------------------------------------------------------------------------------------
9 or more 0
- ----------------------------------------------------------------------------------------------
</TABLE>

Free Partial Surrender Amount. The surrender charge may be reduced by
using the Free Partial Surrender Amount provided for in the Contract. The
surrender charge will not be deducted in the following circumstances:

(1) For Qualified Contracts, (other than Contracts issued for IRA and
SEP-IRA), an amount up to the greater of:

(a) $10,000 (but not more than the Contract's Fund Value), or

(b) 10% of the Contract's Fund Value (at the beginning of the
Contract year, except if the surrender is requested during the first
Contract Year, then 10% of the Contract's Fund Value at the time the
surrender is requested)

may be received in each Contract Year without a surrender charge

(2) For Non-Qualified Contracts (and Contracts issued for IRA and
SEP-IRA), an amount up to 10% of the Fund Value of the Contract may be
received in each Contract Year without a surrender charge. The Fund Value
is determined as follows:

(a) If during the first Contract year, at the time the surrender is
requested.

(b) If during any Contract year after the first Contract year, at the
beginning of such year.

Contract Fund Value here means the Fund Value at the beginning of the contract
year in the subaccounts (and the Guaranteed Interest Account not the Loan
Account).

Taxes

Currently, no charge will be made against MONY Variable Account A for
federal income taxes. However, the Company may make such a charge in the future
if income or gains within MONY Variable Account A will incur any federal income
tax liability. Charges for other taxes, if any, attributable to MONY Variable
Account A may also be made. (See "Federal Tax Status" at page .)

Investment Advisory Fee

Because MONY Variable Account A purchases shares of the Funds, the net
assets of MONY Variable Account A will reflect the investment advisory fee and
other expenses incurred by the Funds. See "Table of Fees" beginning at page
for a table which shows the fees and expenses incurred during 1998 and "The

30
<PAGE> 36

Funds -- MONY Series Fund, Inc." and "The Funds -- Enterprise Accumulation
Trust" at pages -
for a table setting forth the investment advisory fees.

ANNUITY PROVISIONS
ANNUITY PAYMENTS

Annuity payments under a Contract will begin on the date that is selected
by the Owner when the Contract is applied for. The date chosen for the start of
annuity payments may be:

(1) No earlier than the Contract Anniversary after the Annuitant's
10th birthday, and

(2) No later than the Contract Anniversary after the Annuitant's 95th
birthday.

The minimum number of years from the Effective Date to the start of annuity
payments is 10. The date when annuity payments start may be:

(1) Advanced to a date that is not earlier than the 10th Contract
Anniversary.

(2) Deferred from time to time by the Owner by written notice to the
Company.

The date when annuity payments start will be advanced or deferred if:

(1) Notice of the advance or deferral is received by the Company prior
to the current date for the start of annuity payments.

(2) The new start date for annuity payments is a date which is not
later than the Contract Anniversary after the Annuitant's 95th birthday.

A particular retirement plan may contain other restrictions.

When annuity payments start, unless Settlement Option 3 or 3A is elected,
the Contract's Cash Value, less any state taxes which may be imposed upon
annuitization, will be applied to provide an annuity or any other option
previously chosen by the Owner and permitted by the Company. If Settlement
Option 3 or 3A is elected, the Contract's Fund Value (less any state taxes
imposed upon annuitization) will be applied to provide an annuity. A
supplementary contract will be issued. That contract will describe the terms of
the settlement. No payments may be requested under the Contract's surrender
provisions after annuity payments start. No surrender will be permitted except
as may be available under the Settlement Option elected.

For Contracts issued in connection with retirement plans, reference should
be made to the terms of the particular retirement plan for any limitations or
restrictions on when annuity payments start.

ELECTION AND CHANGE OF SETTLEMENT OPTION

During the lifetime of the Annuitant and prior to the start of annuity
payments, the Owner may elect:

- One or more of the Settlement Options described below, or

- Another settlement option as may be agreed to by the Company.

The Owner may also change any election if written notice of the change is
received by the Company at its Operations Center prior to the start of annuity
payments. If no election is in effect when annuity payments start, a lump sum
payment will be considered to have been elected.

Settlement Options may also be elected by the Owner or the Beneficiary as
provided in the Death Benefit and Surrender sections of this Prospectus. (See
"Death Benefit" at page and "Surrenders" at page .)

Where applicable, reference should be made to the terms of a particular
retirement plan and any applicable legislation for any limitations or
restrictions on the options that may be elected.

SETTLEMENT OPTIONS

Proceeds settled under the Settlement Options listed below or otherwise
currently available will not participate in the investment experience of the
Variable Account.

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<PAGE> 37

Settlement Option 1 -- Interest Income: Interest on the proceeds at a rate
(not less than 2 3/4 percent per year) set by the Company each year.

Settlement Option 2 -- Income for Specified Period: Fixed monthly payments
for a specified period of time, as elected. The payments may, at the Company's
option, be increased by additional interest each year.

Settlement Option 3 -- Single Life Income: Payments for the life of the
payee and for a period certain. The period certain may be (a) 0 years, 10 years,
or 20 years, or (b) the period required for the total income payments to equal
the proceeds (refund period certain). The amount of the income will be
determined by the Company on the date the proceeds become payable.

Settlement Option 3A -- Joint Life Income: Payments during the joint
lifetime of the payee and one other person, and during the lifetime of the
survivor. The survivor's monthly income may be equal to either (a) the income
payable during the joint lifetime or (b) two-thirds of that income. If a person
for whom this option is chosen dies before the first monthly payment is made,
the survivor will receive proceeds instead under Settlement Option 3, with 10
years certain.

Settlement Option 4 -- Income of Specified Amount: Income, of an amount
chosen, for as long as the proceeds and interest last. The amount chosen to be
received as income in each year may not be less than 10 percent of the proceeds
settled. Interest will be credited annually on the amount remaining unpaid at a
rate determined annually by the Company. This rate will not be less than 2.75
percent per year.

The Contract contains annuity payment rates for Settlement Options 3 and 3A
described in this Prospectus. The rates show, for each $1,000 applied, the
dollar amount of the monthly fixed annuity payment, when this payment is based
on minimum guaranteed interest as described in the Contract.

The annuity payment rates may vary according to the Settlement Option
elected and the age of the payee. The mortality table used in determining the
annuity payment rates for Options 3 and 3A is the 1983 Table "a" (discrete
functions, without projections for future mortality), with 3.5 percent interest.

Under Settlement Option 3, if income based on the period certain elected is
the same as the income provided by another available period or periods certain,
the Company will consider the election to have been made of the longest period
certain.

In Qualified Plans, settlement options available to Owners may be
restricted by the terms of the plans.

FREQUENCY OF ANNUITY PAYMENTS

At the time the Settlement Option is chosen, the payee may request that it
be paid:

- Quarterly

- Semiannually

- Annually

If the payee does not request a particular installment payment, the payments
will be made in monthly installments. However, if the net amount available to
apply under any Settlement Option is less than $1,000, the Company has the right
to pay such amount in one lump sum. In addition, if the payments provided for
would be less than $25, the Company shall have the right to change the frequency
of the payments to result in payments of at least $25.

ADDITIONAL PROVISIONS

The Company may require proof of the age of the Annuitant before making any
life annuity payment under the Contract. If the Annuitant's age has been
misstated, the amount payable will be the amount that would have been provided
under the Settlement Option at the correct age. Once life income payments begin,
any underpayments will be made up in one sum with the next annuity payment.
Overpayments will be deducted from the future annuity payments until the total
is repaid.

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<PAGE> 38

The Contract must be returned to the Company upon any settlement. Prior to
any settlement of a death claim, proof of the Annuitant's death must be
submitted to the Company.

Where any benefits under the Contract are contingent upon the recipient's
being alive on a given date, the Company require proof satisfactory to it that
such condition has been met.

The Contracts described in this Prospectus contain annuity payment rates
that distinguish between men and women. On July 6, 1983, the Supreme Court held
in Arizona Governing Committee v. Norris that optional annuity benefits provided
under an employer's deferred compensation plan could not, under Title VII of the
Civil Rights Act of 1964, vary between men and women on the basis of sex.
Because of this decision, the annuity payment rates that apply to Contracts
purchased under an employment-related insurance or benefit program may in some
cases not vary on the basis of the Annuitant's sex. Unisex rates to be provided
by the Company will apply for Qualified Plans.

Employers and employee organizations should consider, in consultation with
legal counsel, the impact of Norris, and Title VII, generally and any comparable
state laws that may apply, on any employment-related plan for which a Contract
may be purchased.

GUARANTEED INTEREST ACCOUNT

The Guaranteed Interest Account is a part of the Company's General Account.
It consists of all the Company's assets other than assets allocated to
segregated investment accounts of the Company, including Variable Account A.

Crediting of Interest. The entire initial purchase payment always earns
interest at a rate not less than 3.5% per year until the end of the Right to
Return Contract Period. At such time, it is transferred to the selected
subaccounts and/or accumulation periods of the Guaranteed Interest Account. Net
Purchase Payments allocated by a Owner to the Guaranteed Interest Account will
be credited with interest at the rate declared by the Company for the one year
period selected.

Net purchase payments allocated by an Owner to the Guaranteed Interest
Account will be credited with an interest rate declared by the Company. The
interest rate is guaranteed not to be less than 3.5% annually (0.0094%
compounded daily). If you allocate purchase payments to the Guaranteed Interest
Account, your allocation will automatically begin a new accumulation period as
of the date you allocate the payment. The accumulation period will end on your
monthly contract anniversary date. If you transfer funds to the Guaranteed
Interest Account, you will choose the accumulation period from which such
transfer will be made. Before the beginning of each calendar month, the Company
will declare an interest rate for the current accumulation period, if those
rates will be higher than the guaranteed rate. Each interest rate declared by
the Company will be applicable for all Net Purchase Payments received or
transfers from MONY Variable Account A completed within the period during which
it is effective. Within 45 days, but not less than 15 days before the
accumulation period expires, we will notify you of the new rate we are then
declaring. When the period expires, you may elect to transfer the entire amount
allocated to the expiring accumulation period to the separate account. If you
make no election, the entire amount allocated to the expiring accumulation
period will automatically be held for a one year period. If that period will
extend beyond the maturity date, the money will be transferred into the Money
Market subaccount. If a net purchase payment is allocated in whole or in part to
the Guaranteed Interest Account, the amount of the allocation must maintain a
Fund Value in such Account of at least $2,500.

Surrenders. The Contract Owner must specify the source by interest rate
accumulation period of amounts withdrawn from the Guaranteed Interest Account as
a result of a:

- Transfer

- Partial surrender

- Loan

- Any charge imposed in accordance with the Contract.

33
<PAGE> 39

OTHER PROVISIONS

OWNERSHIP

The Owner has all rights and may receive all benefits under the Contract.
During the lifetime of the Annuitant (and Secondary Annuitant if one has been
named), the Owner is the person designated in the application, unless:

(1) A change in Owner is requested, or

(2) A Successor Owner becomes the Owner.

The Owner may name a Successor Owner or a new Owner at any time. If the
Owner dies, the Successor Owner, if living, becomes the Owner. Any request for
change must be:

(1) Made in writing; and

(2) Received at the Company.

The change will become effective on the date the written request is signed. A
new choice of Owner or Successor Owner will apply to any payment made or action
taken by the Company after the request for the change is received. Owners should
consult a competent tax advisor prior to changing Owners.

SUCCESSOR OWNER -- The living person who, at the death of the Owner, becomes the
new Owner.

PROVISION REQUIRED BY SECTION 72(s) OF THE CODE

The Contract under a Non-Qualified Plan will be surrendered as of the date
of the Owner's death if:

- The Owner dies:

- before the start of annuity payments, and

- while the Annuitant is living, and

- The Owner's spouse is not the Successor Owner as of the date of the
Owner's death.

- Satisfactory proof of death must be provided to the Company.

The surrender proceeds may be paid over the life of the Successor Owner if:

- The Successor Owner is the Beneficiary, and

- The Successor Owner chooses that option.

Payments must begin no later than one year after the date of death. If the
Successor Owner is a surviving spouse, then the surviving spouse will be treated
as the new Owner of the Contract. Under such circumstances, it is not necessary
to surrender the Contract. The proceeds must be distributed within 5 years after
the date of death, if:

- The spouse is not the Successor Owner, and

- There is no designated Beneficiary.

However, under the terms of the Contract, if the spouse is not the
Successor Owner,

- the Contract will be surrendered as of the date of death, and

- the proceeds will be paid to the Beneficiary.

This provision shall not extend the term of the Contract beyond the date
when death proceeds become payable.

34
<PAGE> 40

If the Owner dies on or after annuity payments start, any remaining portion
of the proceeds will be distributed using a method that is at least as quick as
the one used as of the date of the Owner's death.

PROVISION REQUIRED BY SECTION 401(a)(9) OF THE CODE

The entire interest of a Qualified Plan participant under the Contract will
be distributed to the Owner or his/her Designated Beneficiary. Distribution will
occur either by or beginning not later than April 1 of the calendar year
following the calendar year the Qualified Plan Participant attains age 70 1/2.
The interest is distributed:

- over the life of such Participant, or

- the lives of such Participant and Designated Beneficiary.

If (i) distributions have begun and (ii) the Participant dies before the
Owner's entire interest has been distributed to him/her, the remaining
distributions will be made using a method that is at least as quick as that used
as of the date of the Participant's death. The Contract will be surrendered as
of the Participant's death if:

(1) The Participant dies before the start of such distributions, and

(2) There is no designated Beneficiary.

The surrender proceeds must be distributed within 5 years after the date of
death. But the surrender proceeds may be paid over the life of any Designated
Beneficiary at his/her option. In such case, distributions will begin not later
than one year after the Participant's death. If the Designated Beneficiary is
the surviving spouse of the Participant, distributions will begin not earlier
than the date on which the Participant would have attained age 70 1/2. If the
surviving spouse dies before distributions to him/her begin, the provisions of
this paragraph shall be applied as if the surviving spouse were the Participant.
If the Plan is an IRA under Section 408 of the Code, the surviving spouse may
elect to forgo distribution and treat the IRA as his/her own plan.

It is the Owner's responsibility to assure that distribution rules imposed
by the Code will be met. Qualified Plan Contracts include those qualifying for
special treatment under Sections 401, 403, 408 and 408A of the Code.

SECONDARY ANNUITANT

Except where the Contract is issued in connection with a Qualified Plan, a
Secondary Annuitant may be designated by the Owner. Such designation may be made
once before annuitization, either

(1) in the application for the Contract, or

(2) after the Contract is issued, by written notice to the Company at
its Operation Center.

The Secondary Annuitant may be deleted by written notice to the Company at its
Operations Center. A designation or deletion of a Secondary Annuitant will take
effect as of the date the written election was signed. The Company, however,
must first accept and record the change at its Operations Center. The change
will be subject to:

- any payment made by the Company, or

- action taken by the Company before receipt of the notice at the
Company's Operations Center. The Secondary Annuitant will be deleted from the
Contract automatically by the Company as of the Contract Anniversary following
the Secondary Annuitant's 95th birthday.

On the death of the Annuitant, the Secondary Annuitant will become the
Annuitant, under the following conditions:

(1) the death of the Annuitant must have occurred before the Annuity
Commencement Date;

(2) the Secondary Annuitant is living on the date of the Annuitant's
death;

35
<PAGE> 41

(3) if the Annuitant was the Owner on the date of death, the Successor
Owner must have been the Annuitant's spouse; and

(4) if the date annuity payments start is later than the Contract
Anniversary nearest the Secondary Annuitant's 95th birthday, the date
annuity payments start will be automatically advanced to that Contract
Anniversary.

Effect of Secondary Annuitant's Becoming the Annuitant. If the Secondary
Annuitant becomes the Annuitant, the Death Benefit proceeds will be paid to the
Beneficiary only on the death of the Secondary Annuitant. If the Secondary
Annuitant was the Beneficiary on the Annuitant's death, the Beneficiary will be
automatically changed to the person who was the Successor Beneficiary on the
date of death. If there was no Successor Beneficiary, then the Secondary
Annuitant's executors or administrators, unless the Owner directed otherwise,
will become the Beneficiary. All other rights and benefits under the Contract
will continue in effect during the lifetime of the Secondary Annuitant as if the
Secondary Annuitant were the Annuitant.

ASSIGNMENT

The Company will not be bound by any assignment until the assignment (or a
copy) is received by the Company at its Administrative Office. The Company is
not responsible for determining the validity or effect of any assignment. The
Company shall not be liable for any payment or other settlement made by the
Company before receipt of the assignment.

If the Contract is issued under certain retirement plans, then it may not
be assigned, pledged or otherwise transferred except under conditions allowed
under applicable law.

Because an assignment may be a taxable event, a Owner should consult a
competent tax advisor before assigning the Contract.

CHANGE OF BENEFICIARY

So long as the Contract is in effect, the Beneficiary or Successor
Beneficiary may be changed. A change is made by submitting a written request to
the Company at its Operation Center. The form of the request must be acceptable
to the Company. The Contract need not be returned unless requested by the
Company. The change will take effect as of the date the request is signed,
whether or not the Annuitant is living when the request is received by the
Company. The Company will not, however, be liable for any payment made or action
taken before receipt and acknowledgement of the request at its Operations
Center.

SUBSTITUTION OF SECURITIES

The Company may substitute shares of another mutual fund for shares of the
Funds already purchased or to be purchased in the future by Contract Purchase
Payments if:

(1) the shares of any portfolio of the Funds is no longer available
for investment by MONY Variable Account A or,

(2) in the judgment of the Company's Board of Directors, further
investment in shares of one or more of the portfolios of the Funds is
inappropriate based on the purposes of the Contract.

A substitution of securities in any subaccount will take place only with prior
approval of the Securities and Exchange Commission and under such requirements
as it may impose.

MODIFICATION OF THE CONTRACTS

Upon notice to the Owner, the Contract may be modified by the Company, but
only if such modification

(1) is necessary to make the Contract or MONY Variable Account A
comply with any law or regulation issued by a governmental agency to which
the Company is subject or

36
<PAGE> 42

(2) is necessary to assure continued qualification of the Contract
under the Internal Revenue Code or other federal or state laws relating to
retirement annuities or annuity contracts or

(3) is necessary to reflect a change in the operation of MONY Variable
Account A or the subaccounts or the Guaranteed Interest Account or

(4) provides additional Settlement Options or fixed accumulation
options. In the event of any modification, the Company may make appropriate
endorsement in the Contract to reflect such modification.

CHANGE IN OPERATION OF MONY VARIABLE ACCOUNT A

MONY Variable Account A may be operated as a management company under the
1940 Act or it may be deregistered under the 1940 Act in the event the
registration is no longer required

- at the Company's election, and

- subject to any necessary vote by persons having the right to give voting
instructions for shares of the Funds held by the subaccounts.

Deregistration of MONY Variable Account A requires an order by the Securities
and Exchange Commission. If there is a change in the operation of MONY Variable
Account A under this provision, the Company may:

- make appropriate endorsement to the Contract to reflect the change, and

- take such other action as may be necessary and appropriate to effect the
change.

VOTING RIGHTS

All of the assets held in the subaccounts of MONY Variable Account A will
be invested in shares of the designated portfolios of the Funds. The Company is
the legal holder of these shares. As such, it has the right to vote on the
following matters:

(1) Election of the Board of Directors of MONY Series Fund, Inc. or
the Board of Trustees of The Enterprise Accumulation Trust.

(2) Certain matters that are required by the 1940 Act to be approved
or ratified by the shareholders of a mutual fund.

(3) Any other matter that may be voted upon at a shareholders'
meeting.

To the extent required by law, the Company will vote the shares of each of the
Funds held in MONY Variable Account A (whether or not attributable to Owners).
The Company will vote at shareholder meetings of each of the Funds according to
the instructions received from Owners. The number of votes will be determined as
of the record date selected by the Board of Directors or the Board of Trustees
of the respective Fund. The Company will furnish Owners with the proper forms to
enable them to give it these instructions. Currently, the Company may disregard
voting instructions under the circumstances described in the following
paragraph.

The Company may, if required by state insurance officials, disregard voting
instructions if those instructions would require shares to be voted to

- Cause a change in the subclassification or investment objectives or
policies of one or more of the portfolios of either or both of the Funds.

- Approve or disapprove an investment adviser or principal underwriter for
either or both of the Funds.

In addition, the Company itself may disregard voting instructions that would
require the above changes if the Company reasonably disapproves those changes in
accordance with applicable federal regulations. If the Company does disregard
voting instructions, it will advise Owners of that action and its reasons for
the action in the next semiannual report to Owners.

37
<PAGE> 43

- Each Owner will have the equivalent of one vote per $100 of value
attributable to the Contract held in each subaccount of MONY Variable
Account A.

- Each Owner will have fractional votes for amounts less than $100.

- For voting purposes, this value attributable to the Contract is equal to
the Fund Value.

- The votes are represented as votes per $100 of value in each subaccount
of MONY Variable Account A. These votes are converted into a
proportionate number of votes in shares of the corresponding portfolio of
each of the Funds.

- Shares for which timely voting instructions are not received from Owners
will be voted by the Company. The Company will vote the shares in the
same proportion as those shares in that subaccount for which instructions
are received.

- Should applicable federal securities laws or regulations permit, the
Company may elect to vote shares of each of the Funds in its own right.

The number of corresponding shares of the portfolio for which the Owner may
give instructions is computed by:

(1) Determining the value attributable to the Contract held in that
subaccount.

(2) Dividing that value by the net asset value of one share in the
designated portfolio of the respective Fund.

Example: Contract value held in subaccount =
$540 Net asset value of portfolio shares =
$20 per share on the record date May give instructions on 5.4 votes
($540 divided by $100)
Converts into instructions on 27 shares of the Fund ($540 divided by
$20)

Matters on which Owners may give voting instructions include the following:

(1) approval of any change in the Investment Advisory Agreement and
Services Agreement, if any, for the portfolio(s) of the Fund(s)
corresponding to the Owner's selected subaccount(s);

(2) any change in the fundamental investment policies of the
portfolio(s) corresponding to the Owner's selected subaccount(s); and

(3) any other matter requiring a vote of the shareholders of either of
the Funds.

Owners participating in a particular portfolio will vote separately on the
following matters pursuant to the requirements of Rule 18f-2 under the 1940 Act:

(1) approval of the Investment Advisory Agreement, or

(2) any change in a portfolio's fundamental investment policies

DISTRIBUTION OF THE CONTRACTS

MONY Securities Corporation ("MSC"), a New York corporation organized on
September 26, 1969 which is a wholly-owned subsidiary of the Company, will act
as the principal underwriter of the Contracts, pursuant to an underwriting
agreement with the Company. MSC is a registered broker-dealer under the
Securities Exchange Act of 1934 and is a member of the National Association of
Securities Dealers. The Contracts are sold by individuals who are registered
representatives of MSC and who are licensed as life insurance agents for the
Company. The Contracts may also be sold through other broker-dealers authorized
by MSC and applicable law to do so. Commissions and other expenses directly
related to the sale of the Contract will not exceed 6.0% of Purchase Payments.
Additional compensation may be paid for persistency, sales quality, and contract
size and for other services not directly related to the sale of the Contract.
Such services include the training of personnel and the production of
promotional material.

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<PAGE> 44

FEDERAL TAX STATUS

INTRODUCTION

The Contracts described in this prospectus are designed for use by
retirement plans that may or may not qualify for favorable tax treatment under
the provisions of Sections 401, 403 (other than 403(b)), 408(b), and 457 of the
Code. The ultimate effect of federal income taxes on

- the value of the Contract's Fund Value,

- annuity payments, and

- economic benefit to the Owner, Annuitant, and the Beneficiary may depend
upon

- the type of retirement plan for which the Contract is purchased, and

- the tax and employment status of the individual concerned.

The following discussion of the treatment of Contracts and of the Company
under the federal income tax laws is general in nature. The discussion is based
on the Company's understanding of current federal income tax laws, and is not
intended as tax advice. Any person considering the purchase of a Contract should
consult a qualified tax adviser. A more detailed description of the treatment of
the Contract under federal income tax laws is contained in the Statement of
Additional Information. THE COMPANY DOES NOT MAKE ANY GUARANTEE REGARDING ANY
TAX STATUS, FEDERAL, STATE, OR LOCAL, OF ANY CONTRACT OR ANY TRANSACTION
INVOLVING THE CONTRACTS.

TAX TREATMENT OF THE COMPANY

Under existing federal income tax laws, the income of MONY Variable Account
A, to the extent that it is applied to increase reserves under the Contracts, is
substantially nontaxable to the Company.

TAXATION OF ANNUITIES IN GENERAL

The Contracts offered by this prospectus are designed for use in connection
with Qualified Plans and Non-Qualified Plans. All or a portion of the
contributions to such plans will be used to make Purchase Payments under the
Contracts. In general, contributions to Qualified Plans and income earned on
contributions to all plans are tax-deferred until distributed to plan
participants or their beneficiaries. Such tax deferral is not, however,
available for Non-Qualified Plans if the Owner is other than a natural person
unless the contract is held as an agent for a natural person. Annuity payments
made as retirement distributions under a Contract are generally taxable to the
annuitant as ordinary income except to the extent of

- Participant contributions (in the case of Qualified Plans), or

- Owner contributions (in the case of Non-Qualified Plans).

Owners, Annuitants, and Beneficiaries should seek qualified advice about the tax
consequences of distributions, withdrawals, and payments under the retirement
plans in connection with which the Contracts are purchased.

The Company will withhold and remit to the United States Government and,
where applicable to state governments part of the taxable portion of each
distribution made under a Contract unless the Owner or Annuitant

- provides his or her taxpayer identification number to the Company, and

- notifies the Company that he or she chooses not to have amounts withheld.

The Technical and Miscellaneous Revenue Act of 1988 ("TAMRA") has
requirements for determining the amount includable in gross income with respect
to distributions not received as an annuity. Distributions include those
resulting from gratuitous transfers. When computing the distributions for any 12
month period, distributions from all annuity contracts issued by the same
company to the Owner (other than those issued to qualified retirement plans)
will be treated as one annuity contract. The IRS is given power to prescribe

39
<PAGE> 45

additional rules to prevent avoidance of this rule through serial purchases of
contracts or otherwise. None of these rules is expected to affect tax-benefited
plans.

Effective January 1, 1993, distributions of plan benefits from qualified
retirement plans, other than individual retirement arrangements ("IRAs"),
generally will be subject to mandatory federal income tax withholding unless
they either are:

1. Part of a series of substantially equal periodic payments (at least
annually) for

- the participant's life or life expectancy,

- the joint lives or life expectancies of the participant and his/her
beneficiary,

- or a period certain of not less than 10 years, or

2. Required by the Code upon the participant's attainment of age
70 1/2 or death.

Such withholding will apply even if the distribution is rolled over into
another qualified plan, including an IRA. The withholding can be avoided if the
participant's interest is directly transferred by the old plan to another
eligible qualified plan, including an IRA. A direct transfer to the new plan can
be made only in accordance with the terms of the old plan. If withholding is not
avoided, the amount withheld may be subject to income tax and excise tax
penalties.

Under the generation skipping transfer tax, the Company may be liable for
payment of this tax under certain circumstances. In the event that the Company
determines that such liability exists, an amount necessary to pay the generation
skipping transfer tax may be subtracted from the death benefit proceeds.

RETIREMENT PLANS

The Contracts described in this Prospectus currently are designed for use
with the following types of retirement plans:

(1) Pension and Profit Sharing Plans established by business employers
and certain associations, as permitted by Sections 401(a) and 401(k) of the
Code, including those purchasers who would have been covered under the
rules governing H.R. 10 (Keogh) Plans;

(2) Individual Retirement Annuities permitted by Section 408(b) of the
Code, including Simplified Employee Pensions established by employers
pursuant to Section 408(k);

(3) Deferred compensation plans provided by certain governmental
entities under Section 457; and

(4) Non-Qualified Plans.

The tax rules applicable to participants in such retirement plans vary
according to the type of plan and its terms and conditions. Therefore, no
attempt is made here to provide more than general information about the use of
Contracts with the various types of retirement plans. Participants in such plans
as well as Owners, Annuitants, and Beneficiaries are cautioned that the rights
of any person to any benefits under these plans are subject to the terms and
conditions of the plans themselves, regardless of the terms and conditions of
the Contracts. The Company will provide purchasers of Contracts used in
connection with Individual Retirement Annuities with such supplementary
information as may be required by the Internal Revenue Service or other
appropriate agency. Any person contemplating the purchase of a Contract should
consult a qualified tax adviser.

PERFORMANCE DATA

We may advertise the performance of the MONY Variable Account A
subaccounts. We will also report performance to contract owners and may make
performance information available to prospective purchasers. This information
will be presented in compliance with applicable law.

40
<PAGE> 46

Performance information contained in these advertisements is based upon
historical earnings and is not indicative of future performance. The data for
each subaccount reflects the investment results of the designated portfolio of
the Fund and recurring charges and deductions borne by or imposed on the
portfolio and the subaccount. Set forth below for each subaccount is the manner
in which the data contained in such advertisements will be calculated.

Money Market Subaccount. The performance data for this subaccount will
reflect the "yield" and "effective yield". The "yield" of the subaccount refers
to the income generated by an investment in the Subaccount over the seven day
period stated in the advertisement. This income is "annualized", that is, the
amount of income generated by the investment during that week is assumed to be
generated each week over a 52 week period and is shown as a percentage of the
investment. The "effective yield" is calculated similarly, but, when annualized,
the income earned by an investment in the subaccount is assumed to be
reinvested. The "effective yield" will be slightly higher than the "yield"
because of the compounding effect of this assumed reinvestment.

Subaccounts other than the Money Market Subaccount. The performance data
for these subaccounts will reflect the "yield" and "total return". The "yield"
of each of these subaccounts refers to the income generated by an investment in
that subaccount over the 30 day period stated in the advertisement and is the
result of dividing that income by the value of the subaccount. The value of each
subaccount is the average daily number of Units outstanding multiplied by the
Unit Value on the last day of the period. The "yield" reflects deductions for
all charges, expenses, and fees of both the Funds and the Variable Account other
than the Surrender Charge. "Total return" for each of these subaccounts refers
to the return a Owner would receive during the period indicated if a $1,000
Purchase Payment was made the indicated number of years ago. It reflects
historical investment results less charges and deductions of both the Funds and
MONY Variable Account A, including any Surrender Charge imposed as a result of
the full Surrender, with the distribution being made in cash rather than in the
form of one of the settlement options, at the close of the period for which the
"total return" data is given. Total return data may also be shown assuming that
the Contract continues in force (i.e., was not surrendered) beyond the close of
the periods indicated, in which case that data would reflect all charges and
deductions of both the Funds and the Variable Account other than the Surrender
Charge. Returns for periods exceeding one year reflect the average annual total
return for such period. In addition to the total return data described above
based upon a $1,000 investment, comparable data may also be shown for an
investment equal to the amount of the average purchase payment made by a
purchaser of a Contract during the prior year.

Non-Standardized Performance Data. From time to time, average annual total
return or other performance data may also be advertised in non-standardized
formats. Non-standard performance data will be accompanied by standard
performance data, and the period covered or other non-standard features will be
disclosed.

Performance information for MONY Variable Account A may be compared in
advertisements, sales literature, and reports to contract owners to various
indices, including, without limitation, the Standard & Poor's 500 Indices and
the Lehman Brothers, Shearson, CDA/Wiesenberger, Russell, Merrill Lynch, and
Wilshire indices, and to various ranking services, including, without
limitation, the Lipper Annuity and Closed End Survey compiled by Lipper
Analytical Services and the VARDS report compiled by Variable Annuity Research
and Data Service and to the Consumer Price Index (a measure for inflation)in
order to provide the reader a basis for comparison of performance. Reports and
promotional literature may also contain the Company's rating or a rating of the
Company's claims paying ability as determined by firms that analyze and rate
insurance companies and by nationally recognized statistical rating
organization.

ADDITIONAL INFORMATION

This Prospectus does not contain all the information set forth in the
registration statement, certain portions of which have been omitted pursuant to
the rules and regulations of the Securities and Exchange Commission. The omitted
information may be obtained from the Commission's principal office in
Washington, D.C., upon payment of the fees prescribed by the Commission.

41
<PAGE> 47

For further information with respect to the Company and the Contracts
offered by this Prospectus, including the Statement of Additional Information
(which includes financial statements relating to the Company), Owners and
prospective investors may also contact the Company at its address or phone
number set forth on the cover of this Prospectus for requesting such statement.
The Statement of Additional Information is available from the Company without
charge.

LEGAL PROCEEDINGS

There are no legal proceedings to which MONY Variable Account A is a party.
The Company and the principal underwriter are engaged in various kinds of
routine litigation which, in the opinions of the Company and the principal
underwriter, are not of material importance in relation to the total capital and
surplus of the Company or the principal underwriter.

FINANCIAL STATEMENTS

The financial statements for the Company should be distinguished from the
financial statements of MONY Variable Account A and should be considered only as
bearing on the ability of the Company to meet its obligations under the
Contracts. The financial statements of the Company should not be considered as
bearing on the investment performance of the assets held in MONY Variable
Account A. The financial statements of the Company and MONY Variable Account A
are included in the Statement of Additional Information.

42
<PAGE> 48

TABLE OF CONTENTS

STATEMENT OF ADDITIONAL INFORMATION

MAY 1, 1999

<TABLE>
<CAPTION>
ITEM PAGE
- ---- ----
<S> <C>
MONY Life Insurance Company................................. 1
Legal Opinion............................................... 1
Independent Accountants..................................... 1
Federal Tax Status.......................................... 2
Performance Data............................................ 5
Financial Statements........................................ F-1
</TABLE>

If you would like to receive a copy of the MONY Variable Account A
Statement of Additional Information, please return this request to:

MONY Life Insurance Company

Mail Drop 8-27

1740 Broadway

New York, New York 10019

Your name
----------------------------------------------------------------------

Address
------------------------------------------------------------------------

City State Zip
----------------------------- -------------------- ------------

Please send me a copy of the MONY Variable Account A Statement of
Additional Information.

POLICY C5-98-2

FORM NO. 14433 SL (5/99) 333-72259

43
<PAGE> 49

THE MONY CUSTOM MASTER

STATEMENT OF ADDITIONAL INFORMATION
DATED MAY 1, 1999

INDIVIDUAL FLEXIBLE PAYMENT
VARIABLE ANNUITY CONTRACT

ISSUED BY

MONY VARIABLE ACCOUNT A

AND

MONY LIFE INSURANCE COMPANY

This Statement of Additional Information is not a prospectus, but it
relates to, and should be read in conjunction with, the prospectus dated May 1,
1999 for the Individual Flexible Payment Variable Annuity Contract ("Contract")
issued by MONY Life Insurance Company ("Company"). The prospectus is available,
at no charge, by writing the Company at 1740 Broadway, New York, New York,
10019, Mail Drop 8-27 or by calling 1-800-487-6669.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
ITEM PAGE
---- ----
<S> <C>
MONY Life Insurance Company................................. 1
Legal Opinion............................................... 1
Independent Accountants..................................... 1
Federal Tax Status.......................................... 2
Performance Data............................................ 5
Financial Statements........................................ F-1

FORM NO. 14433 SL (5/99) 333-72259
</TABLE>

<PAGE> 50

MONY LIFE INSURANCE COMPANY

MONY Life Insurance Company ("Company") is a stock life insurance company.
It was organized under the laws of the state of New York in 1842 as a mutual
life insurance company under the name The Mutual Life Insurance Company of New
York. The principal offices of the Company are at 1740 Broadway, New York, New
York 10019. MONY converted from a mutual life insurance company in 1998 in a
process known as demutualization. The Company had consolidated assets at the end
of 1998 of approximately $25.0 billion. The Company is licensed to sell
insurance and annuities in all states of the United States, the District of
Columbia, Puerto Rico, the Virgin Islands and all Provinces of Canada.

At May 1, 1998, the rating assigned to the Company by A.M. Best Company,
Inc., an independent insurance company rating organization, was Company A-
(Excellent) based upon an analysis of financial condition and operating
performance through the end of 1997. The A.M. Best rating of the Company should
be considered only as bearing on the ability of the Company to meet its
obligations under the Contracts.

MORE ABOUT THE COMPANY

The Company is one of America's oldest and most respected financial
institutions. It is geared to meet the needs of today's consumers and business
owners with an array of insurance products.

For over 150 years, this firm, founded as The Mutual Life Insurance Company
of New York, has had the distinction of being not only one of the oldest
insurance companies in America -- but also the first American mutual life
insurance company to issue life insurance to the general public. Other important
innovations include the fact that MONY was the first insurance company to:

- offer a variable annuity with a choice of equity or fixed investments

- insure a woman

- insure a member of the armed forces

The Company's mission is to provide excellence and quality in products and
services through its network of highly trained insurance professionals that
include:

- Whole Life Insurance

- Universal Life insurance

- Qualified Retirement Plans

Through the Company's subsidiary, MONY Securities Corporation, a wide
variety of investment products are also available which include:

- Mutual Funds and Investment Services

LEGAL OPINION

Legal matters relating to federal securities laws applicable to the issue
and sale of the Contract and all matters of New York law pertaining to the
Contract, including the validity of the Contract and the Company's right to
issue the Contract, have been passed upon by Frederick C. Tedeschi, Esq., Vice
President and Chief Counsel -- Operations, of the Company.

INDEPENDENT ACCOUNTANTS

The financial statements included herein have been audited by
PricewaterhouseCoopers LLP, independent accountants, and are included herein in
reliance on the reports of said firm given on the authority of that firm as
experts in accounting and auditing. PricewaterhouseCoopers LLP's office is
located at 1177 Avenue of the Americas, New York, New York 10036.

(1)
<PAGE> 51

FEDERAL TAX STATUS

INTRODUCTION

The Contract is designed for use to fund retirement plans which may or may
not be Qualified Plans under the provisions of the Internal Revenue Code (the
"Code"). The ultimate effect of federal income taxes on the Contract value, on
annuity payments, and on the economic benefit to the Contractholder, Annuitant,
or Beneficiary depends on the type of retirement plan for which the Contract is
purchased and upon the tax and employment status of the individual concerned.
The discussion contained herein is general in nature and is not intended as tax
advice. Each person concerned should consult a competent tax adviser. No attempt
is made to consider any applicable state or other tax laws. Moreover, the
discussion herein is based upon the Company's understanding of current federal
income tax laws as they are currently interpreted. No representation is made
regarding the likelihood of continuation of those current federal income tax
laws or of the current interpretations by the Internal Revenue Service.

TAXATION OF ANNUITIES IN GENERAL

Section 72 of the Code governs taxation of annuities in general. Except in
the case of certain corporate and other non-individual Contractholders, there
are no income taxes on increases in the value of a Contract until a distribution
occurs, in the form of a full surrender, a partial surrender, a death benefit,
an assignment or gift of the Contract, or as annuity payments.

SURRENDERS, DEATH BENEFITS, ASSIGNMENTS AND GIFTS

A Contractholder who fully surrenders his or her Contract is taxed on the
portion of the payment that exceeds his or her cost basis in the Contract. For
Non-Qualified Contracts, the cost basis is generally the amount of the Purchase
Payments made for the Contract, and the taxable portion of the surrender payment
is taxed as ordinary income. For Qualified Contracts, the cost basis is
generally zero, except to the extent of non-deductible employer contributions,
and the taxable portion of the surrender payment is generally taxed as ordinary
income subject to special elective 5-year (and, for certain eligible persons,
10-year) income averaging in the case of Qualified Contracts. A Beneficiary
entitled to receive a lump sum death benefit upon the death of the Annuitant is
taxed on the portion of the amount that exceeds the Contractholder's cost basis
in the Contract. If the Beneficiary elects to receive annuity payments within 60
days of the Annuitant's death, different tax rules apply. (See "Annuity
Payments" below.)

Partial surrenders received under Non-Qualified Contracts prior to
annuitization are first included in gross income to the extent Surrender Value
exceeds Purchase Payments, less prior nontaxable distributions, and the balance
is treated as a nontaxable return of principal to the Contractholder. For
partial surrenders under a Qualified Contract, payments are generally prorated
between taxable income and nontaxable return of investment.

There are special rules for Qualified Plans or contracts involving 85
percent or more employee contributions. Since the cost basis of Qualified
Contracts is generally zero, however, partial surrender amounts will generally
be fully taxed as ordinary income.

A Contractholder who assigns or pledges a Non-Qualified Contract is treated
as if he or she had received the amount assigned or pledged and thus is subject
to taxation under the rules applicable to surrenders. A Contractholder who gives
away the Contract (i.e., transfers it without full and adequate consideration)
to anyone other than his or her spouse is treated for income tax purposes as if
he or she had fully surrendered the Contract.

ANNUITY PAYMENTS

The non-taxable portion of each annuity payment is determined by an
"exclusion ratio" formula which establishes the ratio that the cost basis of the
Contract bears to the total expected value of annuity payments for the term of
the annuity. The remaining portion of each payment is taxable. Such taxable
portion is taxed at

(2)
<PAGE> 52

ordinary income rates. For Qualified Contracts, the cost basis is generally
zero. With annuity payments based on life contingencies, the payments will
become fully taxable once the Annuitant lives longer than the life expectancy
used to calculate the non-taxable portion of the prior payments. Conversely, a
tax deduction in the Annuitant's last taxable year, equal to the unrecovered
cost basis, is available if the Annuitant does not live to life expectancy.

PENALTY TAX

Payments received by Contractholders, Annuitants, and Beneficiaries under
both Qualified and Non-Qualified Contracts may be subject to both ordinary
income taxes and a penalty tax equal to 10 percent of the amount received that
is includable in income. The penalty is not imposed on amounts received: (a)
after the taxpayer attains age 59 1/2; (b) in a series of substantially equal
payments made for life or life expectancy following separation from service; (c)
after the death of the Contractholder (or, where the Contractholder is not a
human being, the death of the Annuitant); (d) if the taxpayer is totally
disabled; (e) upon early retirement under the plan after the taxpayer's
attainment of age 55; or (f) which are used for certain medical care expenses.
Exceptions (e) and (f) do not apply to Individual Retirement Accounts and
Annuities and Non-Qualified Contracts. An additional exception for Non-Qualified
Contracts is amounts received as an immediate annuity.

INCOME TAX WITHHOLDING

The Company is required to withhold federal, and, where applicable, state,
income taxes on taxable amounts paid under the Contract unless the recipient
elects not to have withholding apply. The Company will notify recipients of
their right to elect not to have withholding apply.

1. Part of a series of substantially equal periodic payments (at least
annually) for the participant's life or life expectancy, the joint lives or
life expectancies of the participant and his/her beneficiary, or a period
certain of not less than 10 years; or

2. Required by the Code upon the participant's attainment of age
70 1/2 or death.

DIVERSIFICATION STANDARDS

The United States Secretary of the Treasury has the authority to set
standards for diversification of the investments underlying variable annuity
contracts (other than pension plan contracts). The Secretary of the Treasury has
issued certain regulations. Further regulations may be issued. The Funds are
designed to be managed to meet the diversification requirements for the Contract
as those requirements may change from time to time. The Company intends to
satisfy those requirements so that the Contract will be treated as an annuity
contract.

The Secretary of the Treasury has announced that he expects to issue
regulations or Revenue Rulings that will prescribe the circumstances in which a
Contractholder's control of the investments of a segregated asset account may
cause the Contractholder, rather than the insurance company, to be treated as
the owner of the assets of the account. The regulations or Revenue Rulings could
impose requirements that are not reflected in the Contract. The Company,
however, has reserved certain rights to alter the Contract and investment
alternatives so as to comply with such regulations or Revenue Rulings. Since the
regulations or Revenue Rulings have not been issued, there can be no assurance
as to the content of such regulations or

(3)
<PAGE> 53

Revenue Rulings or even whether application of the regulations or Revenue
Rulings will be prospective. For these reasons, Contractholders are urged to
consult with their own tax advisers.

QUALIFIED PLANS

The Contract is designed for use with several types of Qualified Plans. The
tax rules applicable to participants in such Qualified Plans vary according to
the type of plan and the terms and conditions of the plan itself. Moreover, many
of these tax rules were changed by the Tax Reform Act of 1986. Therefore, no
attempt is made herein to provide more than general information about the use of
the Contract with the various types of Qualified Plans. Participants under such
Qualified Plans as well as Contractholders, Annuitants, and Beneficiaries are
cautioned that the rights of any person to any benefits under such Qualified
Plans may be subject to the terms and conditions of the plans themselves,
regardless of the terms and conditions of the Contract issued in connection
therewith. Following are brief descriptions of the various types of Qualified
Plans and of the use of the Contract in connection therewith. Purchasers of the
Contract should seek competent advice concerning the terms and conditions of the
particular Qualified Plan and use of the Contract with that plan.

TAX-SHELTERED ANNUITIES

Section 403(b) of the Code permits public school employees and employees of
certain types of charitable organizations specified in Section 501(c)(3) of the
Code and certain educational organizations to purchase annuity contracts and,
subject to certain contribution limitations, exclude the amount of Purchase
Payments from gross income for tax purposes. However, such Purchase Payments may
be subject to Social Security (FICA) taxes. These annuity contracts are commonly
referred to as "Tax-Sheltered Annuities." Effective January 1, 1989, the
Contracts have been withdrawn from sale to Qualified Plans which intend to
qualify for federal income tax advantages under Section 403(b).

H.R. 10 PLANS

The Self-Employed Individuals Tax Retirement Act of 1962, as amended, which
is commonly referred to as "H.R. 10," permits self-employed individuals to
establish Qualified Plans for themselves and their employees. The tax
consequences to participants under such plans depend upon the plan itself. In
addition, such plans are limited by law to maximum permissible contributions,
distribution dates, and tax rates applicable to distributions. In order to
establish such a plan, a plan document, usually in prototype form pre-approved
by the Internal Revenue Service, is adopted and implemented by the employer.

INDIVIDUAL RETIREMENT ACCOUNTS AND ANNUITIES

Section 408 of the Code permits eligible individuals to contribute to
individual retirement programs known as "Individual Retirement Accounts" and
"Individual Retirement Annuities." These Individual Retirement Accounts and
Annuities are subject to limitations on the amounts which may be contributed,
the persons who may be eligible, and on the time when distributions may
commence. In addition, distributions from certain types of Qualified Plans may
be placed on a tax-deferred basis into an Individual Retirement Account or
Annuity.

CORPORATE PENSION AND PROFIT-SHARING PLANS

Sections 401(a) and 403(a) of the Code permit corporate employers to
establish various types of retirement plans for employees. Such retirement plans
may permit the purchase of the Contract to provide benefits under the plans.

CERTAIN GOVERNMENTAL ENTITIES

Section 457 of the Code permits certain governmental entities to establish
deferred contribution plans. Such deferred contribution plans may permit the
purchase of the Contract to provide benefits under the plans.

(4)
<PAGE> 54

PERFORMANCE DATA

MONEY MARKET SUBACCOUNT

For the seven-day period ended December 31, 1998, the yield was 3.69% and
the effective yield was 3.75%.

The yield was calculated by dividing the result of subtracting the value of
one Unit at the end of the seven day period ("Seventh Day Value") from the value
of one Unit at the beginning of the seven day period ("First Day Value") by the
First Day Value (the resulting quotient being the "Base Period Return") and
multiplying the Base Period Return by 365 divided by 7 to obtain the annualized
yield.

The effective yield was calculated by compounding the Base Period Return
calculated in accordance with the preceding paragraph, adding 1 to the Base
Period Return, raising that sum to a power equal to 365 divided by 7 and
subtracting 1 from the result.

As the Money Market Subaccount invests only in shares of the Money Market
Portfolio of the MONY Series Fund, Inc. ("MONY Series Fund"), the First Day
Value reflects the per share net asset value of the Money Market Portfolio
(which will normally be $1.00) and the number of shares of the Money Market
Portfolio of the MONY Series Fund held in the Money Market Subaccount. The
Seventh Day Value reflects increases or decreases in the number of shares of the
Money Market Portfolio of the MONY Series Fund held in the Money Market
Subaccount due to the declaration of dividends (in the form of shares and
including dividends (in the form of shares) on shares received as dividends) of
the net investment income and the daily charges and deductions from the
Subaccount for mortality and expense risks and a deduction for the Annual
Contract Charge imposed on each Contract Anniversary which has been pro-rated to
reflect the shortened 7-day period and allocated to the Money Market Subaccount
in the proportion that the total value of the Money Market Subaccount bore to
the total value of the Variable Account at the end of the period indicated. Net
investment income reflects earnings on investments less expenses of the Fund
including the Investment Advisory Fee (which for calculating the yield and
effective yield quoted above is assumed to be .40 percent, the fee which would
be charged based upon the amount of assets under management on the last day of
the period for which the quoted yield is stated). Not reflected in either the
yield or effective yield are surrender charges, which will not exceed 7% of
total Purchase Payments made to the Contract.

(5)
<PAGE> 55

SUBACCOUNTS OTHER THAN MONEY MARKET SUBACCOUNT

TOTAL RETURN:

The average annual total return for the Subaccounts other than the Money
Market Subaccount, assuming that the Contracts remain in force throughout the
periods, is shown in the table below. This table does not reflect the impact of
the tax laws, if any, on total return as a result of the surrender.

MONY VARIABLE ACCOUNT A

PRO FORMA TOTAL RETURN

(ASSUMING $1,000 PAYMENT AT BEGINNING OF
PERIOD AND SURRENDER AT END OF PERIOD)

<TABLE>
<CAPTION>
FOR THE
PERIOD SINCE
FOR THE FOR THE FOR THE INCEPTION
1 YEAR ENDED 5 YEARS ENDED 10 YEARS ENDED THROUGH
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
SUBACCOUNT 1998 1998 1998 1998
---------- ------------ ------------- -------------- ------------
<S> <C> <C> <C> <C>
Equity................................ 1.70% 17.45% 16.00% 15.57%
Small Company Value................... 1.45% 12.15% 14.91% 14.65%
Managed............................... -0.15% 17.55% 18.39% 18.14%
Equity Income......................... N/A N/A N/A N/A
Growth and Income..................... N/A N/A N/A N/A
Growth................................ N/A N/A N/A N/A
Capital Appreciation.................. N/A N/A N/A N/A
Small Company Growth.................. N/A N/A N/A N/A
International Growth.................. 6.25% N/A N/A 8.60%
High Yield Bond....................... -4.14% N/A N/A 8.68%
Intermediate Term Bond................ -0.56% 4.02% 6.66% 6.33%
Long Term Bond........................ 1.89% 6.40% 9.34% 8.68%
Government Securities................. -1.11% N/A N/A 4.54%
</TABLE>

Although MONY Variable Account A commenced operations in February 1991, the
total returns shown above reflect those operations as well as the historical
results for MONY Legacy Variable Account A. MONY Legacy Variable Account A
commenced operations on December 30, 1987 and the assets, reserves, and other
liabilities thereof became the assets, reserves, and other liabilities of the
MONY Variable Account A on February 28, 1991, the effective date of the merger
of MONY Legacy Life Insurance Company into the Company. Total return for the
period since inception reflects the average annual total return since the
inception (commencement of operations) of each of the Subaccounts, which is
August 1988 for the Equity and Managed Subaccounts, September 1988 for the Small
Company Value Subaccount, March 1988 for the Intermediate Term Bond Subaccount,
February 1988 for the Long Term Bond Subaccount, December 1994 for the
Government Securities Portfolio, and November 1994 for the International Growth
and for the High Yield Bond, and November 1998 for the Equity Income, Growth and
Income, Growth, Capital Appreciation, and Small Company Growth Subaccounts.
Total return is not indicative of future performance.

The table above assumes that a $1,000 payment was made to each Subaccount
at the beginning of the period shown, that no further payments were made, that
any distributions from the corresponding Portfolio of the Funds were reinvested,
and that the Contractholder surrendered the Contract for cash, rather than
electing commencement of annuity benefits in the form of one of the Settlement
Options available, at the end of the period shown. The total return percentages
shown in the table reflect the historical rates of return, deductions for all
charges, expenses, and fees of both the Funds (including the Investment Advisory
Fees described in the Prospectus (see "Investment Advisory Fee" at page 23) and
the Variable Account which would be imposed on the payment assumed, including a
contingent deferred sales (Surrender) charge imposed as a result of the full
surrender and a deduction for the Annual Contract Charge imposed on each
Contract Anniversary and upon full surrender and allocated to each Subaccount in
the proportion that the total value of that Subaccount bore to the total value
of the Variable Account at the end of the period indicated.

(6)
<PAGE> 56

The average annual total return for the Subaccounts other than the Money
Market Subaccount, assuming that the Contracts remain in force throughout the
periods indicated, is shown in the table below.

MONY VARIABLE ACCOUNT A

PRO FORMA TOTAL RETURN

(ASSUMING $1,000 PAYMENT AT BEGINNING OF
PERIOD AND CONTRACT CONTINUES IN FORCE)

<TABLE>
<CAPTION>
FOR THE
PERIOD SINCE
FOR THE FOR THE FOR THE INCEPTION
1 YEAR ENDED 5 YEARS ENDED 10 YEARS ENDED THROUGH
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
SUBACCOUNT 1998 1998 1998 1998
---------- ------------ ------------- -------------- -------------
<S> <C> <C> <C> <C>
Equity............................... 8.54% 18.55% 16.00% 15.57%
Small Company Value.................. 8.27% 13.19% 14.91% 14.65%
Managed.............................. 6.57% 18.65% 18.39% 18.14%
Equity Income........................ N/A N/A N/A N/A
Growth and Income.................... N/A N/A N/A N/A
Growth............................... N/A N/A N/A N/A
Capital Appreciation................. N/A N/A N/A N/A
Small Company Growth................. N/A N/A N/A N/A
International Growth................. 13.40% N/A N/A 9.84%
High Yield Bond...................... 2.31% N/A N/A 9.90%
Intermediate Term Bond............... 6.12% 4.98% 6.66% 6.33%
Long Term Bond....................... 8.74% 7.40% 9.34% 8.68%
Government Securities................ 5.54% N/A N/A 5.73%
</TABLE>

Although MONY Variable Account A commenced operations in February 1991, the
total returns shown above reflect those operations as well as the historical
results for MONY Legacy Variable Account A. MONY Legacy Variable Account A
commenced operations on December 30, 1987 and the assets, reserves, and other
liabilities thereof became the assets, reserves, and other liabilities of the
MONY Variable Account A on February 28, 1991, the effective date of the merger
of MONY Legacy Life Insurance Company into the Company. Total return for the
period since inception reflects the average annual total return since the
inception (commencement of operations) of each of the Subaccounts, which is
August 1988 for the Equity and Managed Subaccounts, September 1988 for the Small
Company Value Subaccount, March 1988 for the Long Term Bond Subaccount, February
1986 for the Intermediate Term Bond Subaccount, December 1994 for the Government
Securities Subaccount, and November 1994 for the International Growth and for
the High Yield Bond Subaccounts, and November 1998 for the Equity Income, Growth
and Income, Growth, Capital Appreciation, and Small Company Growth Subaccounts.
Total return is not indicative of future performance.

The table above reflects the same assumptions and results as the table
appearing on page 6, except that no contingent deferred sales (surrender) charge
has been deducted. The data reflected in the table above reflects the total
return a Contractholder would have received during that period if he did not
surrender his Contract.

(7)
<PAGE> 57

30-DAY YIELD:

The yield for the Intermediate Term Bond, Long Term Bond, Government
Securities and High Yield Bond Subaccounts is shown for the 30-day periods
indicated in the following table.

MONY VARIABLE ACCOUNT A
YIELD FOR 30-DAY PERIOD

<TABLE>
<CAPTION>
YIELD FOR
30 DAYS ENDED
DECEMBER 31, 1998
-----------------
<S> <C>
Intermediate Term Bond...................................... 4.83%
Long Term Bond.............................................. 5.03%
Government Securities....................................... 3.39%
High Yield Bond............................................. 7.26%
</TABLE>

The 30-day yield is not indicative of future results.

The yield shown in the table above is computed by subtracting from the net
investment income of the corresponding Portfolio of the respective Fund charges
and expenses imposed by the Variable Account and dividing the result by the
value of the Subaccount. For the Intermediate Term Bond and Long Term Bond
Portfolios, net investment income is the net of interest earned on the
obligation held by the Portfolio and expenses accrued for the period. Interest
earned on the obligation is determined by (i) computing the yield to maturity
based on the market value of each obligation held in the corresponding Portfolio
at the close of business on the thirtieth day of the period (or as to
obligations purchased during that 30-day period, based on the purchase price
plus accrued interest); (ii) dividing the yield to maturity for each obligation
by 360; (iii) multiplying that quotient by the market value of each obligation
(including actual accrued interest) for each day of the subsequent 30-day month
that the obligation is in the Portfolio; and (iv) totaling the interest on each
obligation. Discount or premium amortization is recomputed at the beginning of
each 30-day period and with respect to discount and premium on mortgage or other
asset-backed obligations subject to monthly payment of principal and interest,
discount and premium is amortized on the remaining security, based on the cost
of the security, to the weighted average maturity date, if available, or to the
remaining term of the security, if the weighted average maturity date is not
available. Gain or loss attributable to actual monthly paydowns is reflected as
an increase or decrease in interest income during that period.

The yield shown reflects deductions for all charges, expenses, and fees of
both the Funds and the Variable Account other than the contingent deferred sales
(surrender) charge. The surrender charge will not exceed 7% of total Purchase
Payments made in the Contract Year of surrender and the preceding 7 Contract
Years.

Net investment income of the corresponding Portfolio less all charges and
expenses imposed by the Variable Account is divided by the product of the
average daily number of Units outstanding and the value of one Unit on the last
day of the period. The sum of the quotient and 1 is raised to the 6th power, 1
is subtracted from the result, and then multiplied by 2.

YEAR TO DATE TOTAL RETURN:

The tables below show total returns for the year to date (January 1, 1999
to February 12, 1999) which have not been annualized and which assume a $1,000
payment made at the beginning of the period and reflecting the same assumptions
and results as the table appearing on page 6, except, in the case of the column

(8)
<PAGE> 58

headed "Contract In Force", no contingent deferred sales (surrender) charge or
annual contract charge has been deducted:

MONY VARIABLE ACCOUNT A

PRO FORMA YEAR TO DATE TOTAL RETURN

(JANUARY 1 TO FEBRUARY 12, 1999)
(ASSUMING $1,000 PAYMENT AT BEGINNING OF PERIOD)

<TABLE>
<CAPTION>
SURRENDER AT CONTRACT
SUBACCOUNT END OF PERIOD IN FORCE
---------- ------------- --------
<S> <C> <C>
Equity...................................................... -11.55% -5.60%
Small Company Value......................................... -7.36% -1.14%
Managed..................................................... -10.02% -3.97%
Equity Income............................................... -8.46% -2.31%
Growth and Income........................................... -7.90% -1.71%
Growth...................................................... -3.95% 2.51%
Capital Appreciation........................................ -10.14% -4.09%
Small Company Growth........................................ -7.07% -0.83%
International Growth........................................ -8.38% -2.22%
High Yield Bond............................................. -4.62% 1.80%
Intermediate Term Bond...................................... -6.85% -0.59%
Long Term Bond.............................................. -8.68% -2.55%
Government Securities....................................... -6.69% -0.41%
</TABLE>

OTHER NON-STANDARDIZED PERFORMANCE DATA:

From time to time, average annual total return or other performance data
may also be advertised in nonstandardized formats. Non-standard performance data
will be accompanied by standard performance data, and the period covered or
other non-standard features will be disclosed.

FINANCIAL STATEMENTS

The financial statements of the Company should be considered only as
bearing upon the ability of the Company to meet its obligations under the
Contracts and should not be considered as bearing on the investment performance
of the assets held in the Variable Account. The financial statements of the
Company are included in the Statement of Additional Information.

(9)
<PAGE> 59

FINANCIAL STATEMENTS AND NOTES TO FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
With respect to MONY Variable Account A
No financial statements for MONY Variable Account A are
included because although the MONY Variable Account A
commenced operations in 1990, the subaccounts available
to policyholders had not commenced operations as of
December 31, 1998.

With respect to MONY Life Insurance Company
Report of Independent Accountants......................... F-2
Consolidated balance sheets as of December 31, 1998 and
1997................................................... F-3
Consolidated statements of income and comprehensive income
for the years ended December 31, 1998, 1997 and 1996... F-4
Consolidated statements of changes in shareholder's equity
for the years ended December 31, 1998, 1997 and 1996... F-5
Consolidated statements of cash flows for the years ended
December 31, 1998, 1997 and 1996....................... F-6
Notes to consolidated financial statements................ F-8
</TABLE>

F-1
<PAGE> 60

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
MONY Life Insurance Company

In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of income and comprehensive income, changes in
shareholder's equity and cash flows present fairly, in all material respects,
the financial position of MONY Life Insurance Company and Subsidiaries (the
"Company"), formerly known as The Mutual Life Insurance Company of New York and
subsidiaries at December 31, 1998 and 1997, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1998, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.

As discussed in Note 4 to the consolidated financial statements, the
Company adopted in 1996, Statements of Financial Accounting Standards No. 120
(SFAS 120) and Financial Accounting Standards Board Interpretation No. 40 (FIN
40) which required implementation of several accounting pronouncements not
previously adopted. The effects of adopting SFAS 120 and FIN 40 were
retroactively applied to the Company's previously issued financial statements,
consistent with the implementation guidance of those standards.

PricewaterhouseCoopers LLP

New York, New York
February 15, 1999, except for Note 17(b)
as to which the date is March 22, 1999.

F-2
<PAGE> 61

MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1998 AND 1997

<TABLE>
<CAPTION>
1998 1997
--------- ---------
($ IN MILLIONS)
<S> <C> <C>
ASSETS
Investments:
Fixed maturity securities available-for-sale, at fair
value.................................................. $ 3,132.0 $ 5,950.1
Equity securities available-for-sale at fair value........ 457.2 337.8
Mortgage loans on real estate (Note 12)................... 988.3 1,430.1
Policy loans.............................................. 61.1 1,247.2
Real estate to be disposed of (Note 12)................... 312.9 621.2
Real estate held for investment (Note 12)................. 321.3 495.9
Other invested assets..................................... 40.7 68.6
--------- ---------
5,313.5 10,150.9
--------- ---------
Cash and cash equivalents................................... 270.2 313.4
Accrued investment income................................... 68.9 182.8
Amounts due from reinsurers................................. 475.9 574.5
Premiums receivable......................................... 9.1 21.6
Deferred policy acquisition costs........................... 439.7 1,007.1
Other assets................................................ 316.5 243.0
Assets transferred in Group Pension Transaction (Note 9).... 5,751.8 5,714.9
Separate account assets..................................... 6,090.3 5,403.1
Closed Block assets (Note 19)............................... 6,161.2 --
--------- ---------
Total assets...................................... $24,897.1 $23,611.3
========= =========
LIABILITIES AND SHAREHOLDER'S EQUITY
Future policy benefits...................................... $ 960.0 $ 7,469.4
Policyholders' account balances............................. 1,991.7 2,352.8
Other policyholders' liabilities............................ 104.8 238.5
Amounts due to reinsurers................................... 93.4 104.3
Accounts payable and other liabilities...................... 518.3 539.0
Debt (Note 15).............................................. 375.4 423.6
Current federal income taxes payable........................ 79.1 120.5
Deferred federal income taxes (Note 7)...................... -- 11.5
Liabilities transferred in Group Pension Transaction (Note
9)........................................................ 5,678.5 5,638.7
Separate account liabilities................................ 6,078.1 5,392.4
Closed Block liabilities (Note 19).......................... 7,290.7 --
--------- ---------
Total liabilities................................. 23,170.0 22,290.7
Commitments and contingencies (Notes 8, 17)
Common stock, $1.00 par value; 2 million shares authorized,
issued and outstanding.................................... 2.0 --
Capital in excess of par.................................... 1,564.1 --
Retained earnings........................................... 8.6 1,202.5
Accumulated other comprehensive income...................... 152.4 118.1
--------- ---------
Total shareholder's equity........................ 1,727.1 1,320.6
--------- ---------
Total liabilities and shareholder's equity........ $24,897.1 $23,611.3
========= =========
</TABLE>

See accompanying notes to consolidated financial statements.
F-3
<PAGE> 62

MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996

<TABLE>
<CAPTION>
1998
PRO FORMA*
1998 1997 1996 (UNAUDITED)
-------- -------- -------- -----------
($ IN MILLIONS)
<S> <C> <C> <C> <C>
REVENUES:
Premiums........................................ $ 621.7 $ 838.6 $ 859.8 $ 77.9
Universal life and investment-type product
policy fees................................... 151.6 127.3 100.9 151.6
Net investment income (Note 10)................. 688.3 733.0 751.6 361.1
Net realized gains on investments (Note 10)..... 168.7 72.1 75.9 160.9
Group Pension Profits........................... 56.8 60.0 59.5 56.8
Other income.................................... 162.6 145.4 117.3 161.3
Contribution from the Closed Block.............. 5.7 52.2
-------- -------- -------- --------
1,855.4 1,976.4 1,965.0 1,021.8
-------- -------- -------- --------

BENEFITS AND EXPENSES:
Benefits to policyholders....................... 679.8 840.1 872.2 124.4
Interest credited to policyholders' account
balances...................................... 112.7 125.9 146.9 105.0
Amortization of deferred policy acquisition
costs......................................... 122.0 181.2 158.2 52.2
Dividends to policyholders...................... 195.8 224.3 231.4 3.3
Other operating costs and expenses.............. 451.7 417.2 455.8 443.5
-------- -------- -------- --------
1,562.0 1,788.7 1,864.5 728.4
-------- -------- -------- --------
Income before income taxes and extraordinary
item.......................................... 293.4 187.7 100.5 293.4
Income tax expense.............................. 102.7 57.3 44.0 102.7
-------- -------- -------- --------
Income before extraordinary item................ 190.7 130.4 56.5 190.7
-------- -------- -------- --------
Extraordinary item -- demutualization expenses,
net (Note 4).................................. 27.2 13.3 -- --
-------- -------- -------- --------
Net income...................................... 163.5 117.1 56.5 $ 190.7
-------- -------- -------- ========
Other comprehensive income, net (Note 10)....... 34.3 33.0 (59.9)
-------- -------- --------
Comprehensive income............................ $ 197.8 $ 150.1 $ (3.4)
======== ======== ========
</TABLE>

- ---------------
* The pro forma information gives effect to the transactions referred to in
Notes 1 and 21.

See accompanying notes to consolidated financial statements.
F-4
<PAGE> 63

MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996

<TABLE>
<CAPTION>
ACCUMULATED
CAPITAL OTHER TOTAL
COMMON IN EXCESS RETAINED COMPREHENSIVE SHAREHOLDER'S
STOCK OF PAR EARNINGS INCOME EQUITY
------ --------- --------- ------------- -------------
($ IN MILLIONS)
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1995....... $ $ $ 1,028.9 $145.0 $1,173.9
Comprehensive income:
Net income..................... 56.5 56.5
Other comprehensive income:
Unrealized losses on
investments, net of
unrealized gains,
reclassification
adjustments, and taxes
(Note 10)................. (59.9) (59.9)
---- -------- --------- ------ --------
Comprehensive income............. (3.4)
--------
Balance, December 31, 1996....... 1,085.4 85.1 1,170.5
Comprehensive income:
Net income..................... 117.1 117.1
Other comprehensive income:
Unrealized gains on
investments, net of
unrealized losses,
reclassification
adjustments, and taxes
(Note 10)................. 35.9 35.9
Minimum pension liability
adjustment................ (2.9) (2.9)
------ --------
Other comprehensive income:.... 33.0 33.0
---- -------- --------- ------ --------
Comprehensive income............. 150.1
--------
Balance, December 31, 1997....... 1,202.5 118.1 1,320.6
Demutualization Transaction...... 1,344.2 (1,357.4) (13.2)
Contribution from MONY Group..... 2.0 219.9 221.9
Comprehensive income:
Net income before
demutualization............. 154.9 154.9
Net income after
demutualization............. 8.6 8.6
---- -------- --------- ------ --------
Net income for the year..... 163.5 163.5
Other comprehensive income:
Unrealized losses on
investments, net of
unrealized gains,
reclassification
adjustments, and taxes
(Note 10)................. 31.4 31.4
Minimum pension liability
adjustment................ 2.9 2.9
------ --------
Other comprehensive income:.... 34.3 34.3
---- -------- --------- ------ --------
Comprehensive income............. 197.8
--------
Balance, December 31, 1998....... $2.0 $1,564.1 $ 8.6 $152.4 $1,727.1
==== ======== ========= ====== ========
</TABLE>

See accompanying notes to consolidated financial statements.
F-5
<PAGE> 64

MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996

<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
($ IN MILLIONS)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES (SEE NOTE 4):
Net income................................................ $ 163.5 $ 117.1 $ 56.5
Adjustments to reconcile net income to net cash provided
by operating activities:
Interest credited to policyholders' account balances.... 110.6 122.3 141.2
Universal life and investment-type product policy fee
income............................................... (123.6) (112.9) (98.4)
Capitalization of deferred policy acquisition costs..... (124.5) (141.0) (145.3)
Amortization of deferred policy acquisition costs....... 122.0 181.2 158.2
Provision for depreciation and amortization............. 41.4 55.0 53.8
Provision for deferred federal income taxes............. 11.4 (50.2) (32.6)
Net realized gains on investments....................... (168.7) (72.1) (75.9)
Non-cash distributions from investments................. (35.1) (31.1) (56.1)
Change in other assets and accounts payable and other
liabilities.......................................... (32.7) (177.5) 57.0
Change in future policy benefits........................ 136.2 206.9 191.7
Change in other policyholders' liabilities.............. 32.9 (17.4) 21.4
Change in current federal income taxes payable.......... (14.9) (11.2) 63.3
Initial cash transferred to the Closed Block............ (46.9) -- --
Contribution from the Closed block...................... (5.7) -- --
--------- --------- ---------
Net cash provided by operating activities................. 65.9 69.1 334.8
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Sales, maturities or repayments of:
Fixed maturities........................................ 887.3 952.0 690.1
Equity securities....................................... 177.4 246.7 170.7
Mortgage loans on real estate........................... 424.4 334.4 353.6
Real estate............................................. 578.3 430.8 442.4
Other invested assets................................... 46.0 5.0 13.3
Acquisitions of investments:
Fixed maturities........................................ (1,479.7) (1,336.2) (1,200.8)
Equity securities....................................... (230.5) (211.5) (119.7)
Mortgage loans on real estate........................... (422.4) (183.1) (166.8)
Real estate............................................. (39.5) (52.7) (63.6)
Other invested assets................................... (2.1) (1.7) (1.6)
Policy loans, net....................................... (17.8) (15.9) (12.7)
Other, net.............................................. 8.8 10.1 0.1
Property & equipment, net............................... (30.9) (35.8) (3.9)
Acquisition of subsidiaries, net of cash acquired....... (46.0) -- --
--------- --------- ---------
Net cash provided by investing activities................. $ (146.7) $ 142.1 $ 101.1
--------- --------- ---------
</TABLE>

See accompanying notes to consolidated financial statements.
F-6
<PAGE> 65
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996

<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
($ IN MILLIONS)
<S> <C> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of debt.......................................... -- 115.0 --
Repayments of debt........................................ (61.3) (126.0) (174.1)
Receipts from annuity and universal life policies credited
to policyholders' account balances...................... 1,254.0 1,226.4 1,204.9
Return of policyholders' account balances on annuity
policies and universal life policies.................... (1,377.0) (1,435.2) (1,584.1)
Other..................................................... -- 6.6 6.7
Contribution from MONY Group (Note 4)..................... 221.9 -- --
--------- --------- ---------
Net cash provided by/(used in) financing activities....... 37.6 (213.2) (546.6)
--------- --------- ---------
Net decrease in cash and cash equivalents................. (43.2) (2.0) (110.7)
Cash and cash equivalents, beginning of year.............. 313.4 315.4 426.1
--------- --------- ---------
Cash and cash equivalents, end of year.................... $ 270.2 $ 313.4 $ 315.4
========= ========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID DURING THE PERIOD FOR:
Income taxes.............................................. $ 97.4 $ 114.6 $ 13.6
Interest.................................................. $ 20.3 $ 20.8 $ 36.8
</TABLE>

See accompanying notes to consolidated financial statements.
F-7
<PAGE> 66

MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND DESCRIPTION OF BUSINESS:

On November 16, 1998, pursuant to its Plan of Reorganization (the "Plan")
which was approved by the New York Superintendent of Insurance on the same day
(the "Plan Effective Date"), The Mutual Life Insurance Company of New York
("MONY") converted from a mutual life insurance company to a stock life
insurance company (the "Demutualization") and became a wholly owned subsidiary
of The MONY Group Inc., (the "MONY Group" or the "Holding Company"), a Delaware
corporation organized on June 24, 1997 for the purpose of becoming the parent
holding company of MONY. The MONY Group has no other operations or subsidiaries.
In connection with the Plan, MONY established a closed block, as more fully
discussed in Note 3, to fund the guaranteed benefits and dividends of certain
participating insurance policies, and eligible policyholders received cash,
policy credits, or shares of common stock of the MONY Group in exchange for
their membership interests in MONY (see Note 4). Also on November 16, 1998, the
MONY Group consummated an initial public offering (the "Offerings") of
approximately 12.9 million shares of its common stock (see Note 4) and MONY
changed its name to MONY Life Insurance Company (MONY Life Insurance Company and
its subsidiaries are hereafter collectively referred to as "MONY Life" or "the
Company"). The shares of common stock issued in the Offerings are in addition to
approximately 34.3 million shares of common stock of the MONY Group distributed
to the aforementioned eligible policyholders. The Plan and the Offerings are
hereafter collectively referred to as the "Transaction".

The Company is primarily engaged in the business of providing a wide range
of life insurance, annuity, and investment products to higher income
individuals, particularly family builders, pre-retirees, and small business
owners. The Company distributes its products primarily through its career agency
sales force. The Company primarily sells its products in all 50 of the United
States, the District of Columbia, the U.S. Virgin Islands, Guam and the
Commonwealth of Puerto Rico.

On December 31, 1998, MONY Life acquired Sagamore Financial Corporation,
the parent company of U.S. Financial Life Insurance Company ("USFL") for a
purchase price of $48 million. USFL is a special-risk carrier based in Ohio,
which distributes its products in 41 states through brokerage general agencies.
The acquisition was accounted for as a purchase. In conjunction therewith, MONY
Life recorded $18.8 million of goodwill which will be amortized over 20 years.

2. INVESTMENT AGREEMENT:

On December 30, 1997, affiliates of Goldman, Sachs & Co. (the "Investors"),
one of the underwriters for the Offerings, entered into an investment agreement
with MONY (the "Investment Agreement"), pursuant to which: (i) The Investors
purchased, for $115.0 million (the "Consideration"), Surplus Notes issued by
MONY (the "MONY Notes") with an aggregate principal amount equal to the
Consideration (see Note 15), and (ii) the Investor purchased, for $10.0 million,
warrants (the "Warrants") to purchase from the Holding Company (after giving
effect to the initial public offering) in the aggregate 7.0% of the fully
diluted Common Stock as of the first date following such effectiveness on which
shares of Common Stock were first issued to eligible policyholders (December 24,
1998).

3. THE CLOSED BLOCK:

On November 16, 1998, the Company established a closed block (the "Closed
Block") of certain participating insurance policies as defined in the Plan (the
"Closed Block Business"). In conjunction therewith, the Company allocated assets
to the Closed Block expected to produce cash flows which, together with
anticipated revenues from the Closed Block Business, are reasonably expected to
be sufficient to support the Closed Block Business, including but not limited
to, provision for payment of claims and surrender benefits, certain expenses and
taxes, and for continuation of current payable dividend scales in effect at the
date of Demutualization, assuming the experience underlying such dividend scales
continues, and for

F-8
<PAGE> 67
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

appropriate adjustments in such scales if the experience changes. The assets
allocated to the Closed Block and the aforementioned revenues inure solely to
the benefit of the owners of policies included in the Closed Block.

The assets and liabilities allocated to the Closed Block are recorded in
the Company's financial statements at their historical carrying values. The
carrying value of the assets allocated to the Closed Block are less than the
carrying value of the Closed Block liabilities at the Plan Effective Date. The
excess of the Closed Block liabilities over the Closed Block assets at the Plan
Effective Date represents the total estimated future post-tax contribution
expected to emerge from the operation of the Closed Block, which will be
recognized in the Company's income over the period the policies and the
contracts in the Closed Block remain in force.

In determining the amount of assets to be allocated to the Closed Block,
management made certain estimates and assumptions regarding the expected cash
flows from the Closed Block assets and the Closed Block Business, including
estimates and assumptions regarding investment cash flows, mortality,
persistency, and expenses which are to be funded in the Closed Block. The
estimated net cash flows assumed in determining the Closed Block funding
consisted of premiums from policies included in the Closed Block, investment
income from Closed Block assets, proceeds from maturities and dispositions of
Closed Block assets, less benefits paid on Closed Block policies, certain
expenses (including taxes) funded in the Closed Block, and dividends on Closed
Block policies based on current payable dividend scales. To the extent that the
actual cash flows, subsequent to the Plan Effective Date, from the assets
allocated to the Closed Block and the Closed Block Business are, in the
aggregate, more favorable than assumed in establishing the Closed Block, total
dividends paid to the Closed Block policyholders in future years will be greater
than the total dividends that would have been paid to such policyholders if the
current payable dividend scales had been continued. Conversely, to the extent
that the actual cash flows, subsequent to the Plan Effective Date, from the
assets allocated to the Closed Block and the Closed Block Business are, in the
aggregate, less favorable than assumed in establishing the Closed Block, total
dividends paid to the Closed Block policyholders in future years will be less
than the total dividends that would have been paid to such policyholders if the
current payable dividend scales had been continued. Accordingly, the recognition
of the aforementioned estimated future post-tax contribution expected to emerge
from the operation of the Closed Block is not affected by the aggregate actual
experience of the Closed Block assets and the Closed Block Business subsequent
to the Plan Effective Date, except in the unlikely event that the Closed Block
assets and the actual experience of the Closed Block Business subsequent to the
Plan Effective Date are not sufficient to pay the guaranteed benefits on the
Closed Block policies, in which case the Company will be required to fund any
such deficiency from its general account assets outside of the Closed Block.

In addition, MONY Life has undertaken to reimburse the Closed Block from
its general account assets outside the Closed Block for any reduction in
principal payments due on the Series A Notes (which have been allocated to the
Closed Block) pursuant to the terms thereof, as described in Note 9. Since the
Closed Block will be funded to provide for payment of guaranteed benefits and
the continuation of current payable dividends on the policies included therein,
it will not be necessary to use general funds to pay guaranteed benefits unless
the Closed Block Business experiences very substantial ongoing adverse
experience in investment, mortality, persistency or other experience factors.
The Company regularly (at least quarterly) monitors the experience from the
Closed Block and may make changes to the dividend scale, when appropriate, to
ensure that the profits are distributed to the Closed Block policyholders in a
fair and equitable manner. In addition, periodically the New York Insurance
Department requires the filing of an independent auditor's report on the
operations of the Closed Block.

The results of the Closed Block are presented as a single line item in the
Company's statements of income entitled, "Contribution from the Closed Block".
Prior to the establishment of the Closed Block the results of the assets and
policies comprising the Closed Block were reported in various line items in the
Company's income statements, including: premiums, investment income, net
realized gains and losses on investments, benefits, amortization of deferred
acquisition costs, etc. In addition, all assets and liabilities

F-9
<PAGE> 68
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

allocated to the Closed Block will be reported in the Company's balance sheet
separately under the captions "Closed Block assets" and "Closed Block
liabilities", respectively. Accordingly, certain line items in the Company's
financial statements subsequent to the establishment of the Closed Block reflect
material reductions in reported amounts, as compared to years prior to the
establishment of the Closed Block, while having no effect on net income.

The pre-tax Contribution from the Closed Block includes only those
revenues, benefit payments, dividends, premium taxes, state guaranty fund
assessments, and investment expenses considered in funding the Closed Block.
However, many expenses associated with operating the Closed Block and
administering the policies included therein were excluded from and, accordingly,
are not funded in the Closed Block. These expenses are reported in the Company's
statement of operations, outside of the Contribution from the Closed Block,
consistent with how they are funded. Such expenses are reported in the separate
line items to which they apply based on the nature of such expenses. Federal
income taxes applicable to the Closed Block, which are funded in the Closed
Block, are reflected as a component of federal income tax expense in the
Company's statement of operations. Since many expenses related to the Closed
Block are funded outside the Closed Block, operating costs and expenses outside
the Closed Block are disproportionate to the level of business outside the
Closed Block.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation

The accompanying consolidated financial statements have been prepared in
conformity with GAAP. Prior to 1996, MONY, as a mutual life insurance company,
prepared its financial statements in conformity with accounting practices
prescribed or permitted by the New York State Insurance Department ("SAP"),
which accounting practices were considered to be GAAP for mutual life insurance
companies. As of January 1, 1996, MONY adopted Financial Accounting Standards
Board ("FASB") Interpretation No. 40, Applicability of Generally Accepted
Accounting Principles to Mutual Life Insurance and Other Enterprises (the
"Interpretation"), and Statement of Financial Accounting Standards ("SFAS") No.
120, Accounting and Reporting by Mutual Life Insurance Enterprises and by
Insurance Enterprises for Certain Long Duration Participating Policies (the
"Standard"). The Interpretation and the Standard require mutual life insurance
companies to adopt all applicable authoritative GAAP pronouncements in their
general purpose financial statements. Accordingly, the initial effect of
applying the Interpretation and the Standard has been reported retroactively
through the restatement of previously issued financial statements presented
herein for comparative purposes (see Note 18). Certain reclassifications have
been made in the amounts presented for prior periods to conform those periods to
the current presentation.

During 1997, the Company adopted SFAS No. 130, Reporting Comprehensive
Income and SFAS 131, Disclosures about Segments of an Enterprise and Related
Information, which were issued by the FASB in June of 1997. SFAS No. 130
established standards for reporting and display of comprehensive income and its
components in general purpose financial statements. SFAS No. 131 established
standards for the way that public business enterprises report information about
operating segments in their annual and interim financial statements. SFAS No.
131 also established standards for disclosures about an enterprise's products
and services, geographic areas, and major customers. All periods presented
herein reflect the provisions of both SFAS No. 130 and SFAS 131.

In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosure
about Pension and Other Postretirements Benefits", which is effective for fiscal
years beginning after December 15, 1997. SFAS 132 revises and standardizes
disclosure required by SFAS 87, SFAS 88 and SFAS 106. The Company had adopted
this standard for its 1998 fiscal year (see Note 6).

The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues

F-10
<PAGE> 69
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

and expenses during the reporting period. Actual results could differ
significantly from those estimates. The most significant estimates made in
conjunction with the preparation of the Company's financial statements include
those used in determining (i) deferred policy acquisition costs, (ii) the
liability for future policy benefits, and (iii) valuation allowances for
mortgage loans and real estate to be disposed of, and impairment writedowns for
real estate held for investment.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of
the Company and those partnerships in which the Company has a majority voting
interest. All significant intercompany accounts and transactions have been
eliminated.

Minority interest related to partnerships that are consolidated, which is
included in Accounts Payable and Other Liabilities, amounted to $33.5 million
and $48.7 million at December 31, 1998 and 1997, respectively.

Transaction

In connection with the Demutualization on the Plan Effective Date, eligible
policyholders received, in the aggregate, approximately $20.6 million of cash,
$13.2 million of policy credits and 34.3 million shares of common stock of the
MONY Group in exchange for their membership interest in MONY. The
demutualization was accounted for as a reorganization. Accordingly, the
Company's retained earnings at the Plan Effective Date (net of aforementioned
cash payments and policy credits which were charged directly to retained
earnings) were reclassified to "Common stock" and "Capital in excess of par".

Also, on the Plan Effective Date, the MONY Group consummated the Offerings.
In conjunction therewith, approximately 12.9 million shares of its common stock
were issued at an initial public offering price of $23.50 per share. Net
proceeds from the Offerings totaled $282.5 million. Of the net proceeds,
approximately $221.9 million was contributed to the Company.

In addition, the capital of the Company includes $10.0 million relating to
the Warrants issued by MONY Group(see Note 2), which as a subsidiary of the
Company prior to the Plan Effective Date, was recorded in the Company's
consolidated financial statements as minority interest.

Valuation of Investments and Realized Gains and Losses

All of the Company's fixed maturity securities are classified as
available-for-sale and are reported at estimated fair value. The Company's
equity securities are comprised of investments in common stocks and limited
partnership interests. The Company's investments in common stocks are classified
as available-for-sale and are reported at estimated fair value. The Company
accounts for its investments in limited partnership interests in accordance with
the equity method of accounting or the cost method of accounting depending upon
the Company's percentage of ownership of the partnership and the date it was
acquired. In general, partnership interests acquired after May 18, 1995 are
accounted for in accordance with the equity method of accounting if the
Company's ownership interest exceeds 3 percent, whereas, if the partnership was
acquired prior to May 18, 1995, the equity method would be applied only if the
Company's ownership interest exceeded 20 percent. In all other circumstances the
Company accounts for its investment in limited partnership interests in
accordance with the cost method. Unrealized gains and losses on fixed maturity
securities and common stocks are reported as a separate component of other
comprehensive income, net of deferred income taxes and an adjustment for the
effect on deferred policy acquisition costs that would have occurred if such
gains and losses had been realized. The cost of fixed maturity securities and
common stock is adjusted for impairments in value deemed to be other than
temporary. These adjustments are reflected as realized losses on investments.
Realized gains and losses on sales of investments are determined on the basis of
specific identification.

F-11
<PAGE> 70
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Mortgage loans on real estate are stated at their unpaid principal
balances, net of valuation allowances. Valuation allowances are established for
the excess of the carrying value of a mortgage loan over its estimated fair
value when the loan is considered to be impaired. Mortgage loans are considered
to be impaired when, based on current information and events, it is probable
that the Company will be unable to collect all amounts due according to the
contractual terms of the loan agreement. Estimated fair value is based on either
the present value of expected future cash flows discounted at the loan's
original effective interest rate, or the loan's observable market price (if
considered to be a practical expedient), or the fair value of the collateral if
the loan is collateral dependent and if foreclosure of the loan is considered
probable. The provision for loss is reported as a realized loss on investment.
Loans in foreclosure and loans considered to be impaired, other than
restructured loans, are placed on non-accrual status. Interest received on
non-accrual status mortgage loans is included in investment income in the period
received. Interest income on restructured mortgage loans is accrued at the
restructured loans' interest rate.

Real estate held for investment, as well as related improvements, is
generally stated at cost less depreciation. Depreciation is determined using the
straight-line method over the estimated useful life of the asset (which may
range from 5 to 40 years). Cost is adjusted for impairment whenever events or
changes in circumstances indicate that the carrying amount of the asset may not
be recoverable. In performing the review for recoverability, management
estimates the future cash flows expected from real estate investments, including
the proceeds on disposition. If the sum of the expected undiscounted future cash
flows is less than the carrying amount of the real estate, an impairment loss is
recognized. Impairment losses are based on the estimated fair value of the real
estate, which is generally computed using the present value of expected future
cash flows from the real estate discounted at a rate commensurate with the
underlying risks. Real estate acquired in satisfaction of debt is recorded at
estimated fair value at the date of foreclosure. Real estate that management
intends to sell is classified as "to be disposed of ". Real estate to be
disposed of is reported at the lower of its current carrying value or estimated
fair value less estimated sales costs. Changes in reported values relating to
real estate to be disposed of and impairments of real estate held for investment
are reported as realized gains or losses on investments.

Policy loans are carried at their unpaid principal balances.

Cash and cash equivalents include cash on hand, amounts due from banks and
highly liquid debt instruments with an original maturity of three months or
less.

Recognition of Insurance Revenue and Related Benefits

Premiums from participating and non-participating traditional life, health
and annuity policies with life contingencies are recognized as premium income
when due. Benefits and expenses are matched with such income so as to result in
the recognition of profits over the life of the contracts. This match is
accomplished by means of the provision for liabilities for future policy
benefits and the deferral and subsequent amortization of policy acquisition
costs.

Premiums from universal life and investment-type contracts are reported as
deposits to policyholders' account balances. Revenue from these types of
products consists of amounts assessed during the period against policyholders'
account balances for policy administration charges, cost of insurance and
surrender charges. Policy benefits charged to expense include benefit claims
incurred in the period in excess of the related policyholders' account balance.

Deferred Policy Acquisition Costs ("DAC")

The costs of acquiring new business, principally commissions, underwriting,
agency, and policy issue expenses, all of which vary with and are primarily
related to the production of new business, are deferred.

F-12
<PAGE> 71
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

For participating traditional life policies, DAC is amortized over the
expected life of the contracts (30 years) as a constant percentage based on the
present value of estimated gross margins expected to be realized over the life
of the contracts using the expected investment yield. At December 31, 1998, the
expected investment yield was 7.32%, for the year 1999 with subsequent years
grading down to an ultimate aggregate yield of 7.12% in year 2013. Estimated
gross margins include anticipated premiums and investment results less claims
and administrative expenses, changes in the net level premium reserve and
expected annual policyholder dividends.

For universal life products and investment-type products, DAC is amortized
over the expected life of the contracts (ranging from 15 to 30 years) as a
constant percentage based on the present value of estimated gross profits
expected to be realized over the life of the contracts using the initial locked
in contract rate. The contract rate is 8% for all products. Estimated gross
profits arise principally from investment results, mortality and expense margins
and surrender charges.

DAC is subject to recoverability testing at the time of policy issuance and
loss recognition testing at the end of each accounting period. The effect on the
amortization of DAC of revisions in estimated experience is reflected in
earnings in the period such estimates are revised. In addition, the effect on
the DAC asset that would result from the realization of unrealized gains
(losses) is recognized through an offset to Other Comprehensive Income as of the
balance sheet date.

Future Policy Benefits and Policyholders' Account Balances

Future policy benefit liabilities for participating traditional life
policies are calculated using a net level premium method on the basis of
actuarial assumptions equal to guaranteed mortality and dividend fund interest
rates. The liability for annual dividends represents the accrual of annual
dividends earned. Dividend fund interest assumptions range from 2.0 percent to
5.5 percent.

Policyholders' account balances for universal life and investment-type
contracts represent an accumulation of gross premium payments plus credited
interest less expense and mortality charges and withdrawals. The weighted
average interest crediting rate for universal life products was approximately
5.7 percent, 5.8 percent, and 5.8 percent for the years ended December 31, 1998,
1997, and 1996, respectively. The weighted average interest crediting rate for
investment-type products was approximately 5.6 percent for each of the years
ended December 31, 1998, 1997, and 1996, respectively.

Dividends to Policyholders

Dividends to policyholders, which are substantially all on the Closed Block
Business (see Note 3) are determined annually by the Board of Directors of MONY
Life. The aggregate amount of policyholders' dividends is related to actual
interest, mortality, morbidity and expense experience for the year.

Participating Business

At December 31, 1998 and 1997, participating business, substantially all of
which is in the Closed Block, represented approximately 72.6% and 81.0% of the
Company's life insurance in force, and 84.2% and 88.4% of the number of life
insurance policies in force, respectively. For each of the years ended December
31, 1998 and 1997, participating business, represented approximately 99.9% of
life insurance premiums.

Property, Equipment, and Leasehold Improvements

Property, equipment and leasehold improvements, which are reported in Other
Assets, are stated at cost less accumulated depreciation and amortization.
Depreciation is determined using the straight-line method over the estimated
useful lives of the related assets which generally range from 3 to 40 years.
Amortization of

F-13
<PAGE> 72
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

leasehold improvements is determined using the straight-line method over the
lesser of the unexpired lease term or the estimated useful life of the
improvement.

Accumulated depreciation of property and equipment and amortization of
leasehold improvements was $71.0 million and $58.5 million at December 31, 1998
and 1997, respectively. Related depreciation and amortization expense was $11.4
million, $8.8 million, and $5.9 million for the years ended December 31, 1998,
1997, and 1996, respectively.

Federal Income Taxes

The Company files a consolidated federal income tax return with its life
and non-life affiliates, except Sagamore Financial Corporation and its
subsidiaries. Deferred income tax assets and liabilities are recognized based on
the difference between financial statement carrying amounts and income tax bases
of assets and liabilities using enacted income tax rates and laws.

Reinsurance

The Company has reinsured certain of its life insurance and investment
contracts with other insurance companies under various agreements. Amounts due
from reinsurers are estimated based on assumptions consistent with those used in
establishing the liabilities related to the underlying reinsured contracts.
Policy and contract liabilities are reported gross of reserve credits. Gains on
reinsurance are deferred and amortized into income over the remaining life of
the underlying reinsured contracts.

In determining whether a reinsurance contract qualifies for reinsurance
accounting, SFAS No. 113 requires that there be a "reasonable possibility" that
the reinsurer may realize a "significant loss" from assuming insurance risk
under the contract. In making this assessment, the Company projects the results
of the policies reinsured under the contract under various scenarios and
assesses the probability of such results actually occurring. The projected
results represent the present value of all the cash flows under the reinsurance
contract. The Company generally defines a "reasonable possibility" as having a
probability of at least 10%. In assessing whether the projected results of the
reinsured business constitute a "significant loss", the Company considers: (i)
the ratio of the aggregate projected loss, discounted at an appropriate rate of
interest (the "aggregate projected loss"), to an estimate of the reinsurer's
investment in the contract, as hereafter defined, and (ii) the ratio of the
aggregate projected loss to an estimate of the total premiums to be received by
the reinsurer under the contract discounted at an appropriate rate of interest.

The reinsurer's investment in a reinsurance contract consists of amounts
paid to the ceding company at the inception of the contract (e.g. expense
allowances and the excess of liabilities assumed by the reinsurer over the
assets transferred to the reinsurer under the contract) plus the amount of
capital required to support such business consistent with prudent business
practices, regulatory requirements, and the reinsurer's credit rating. The
Company estimates the capital required to support such business based on what it
considers to be an appropriate level of risk-based capital in light of
regulatory requirements and prudent business practices.

Separate Accounts

Separate accounts are established in conformity with insurance laws and are
generally not chargeable with liabilities that arise from any other business of
the Company. Separate account assets are subject to general account claims only
to the extent that the value of such assets exceeds the separate account
liabilities. Investments held in separate accounts and liabilities of the
separate accounts are reported separately as assets and liabilities.
Substantially all separate account assets are reported at estimated fair value.
Investment income and gains or losses on the investments of separate accounts
accrue directly to contractholders and, accordingly, are not reflected in the
Company's consolidated statements of income and cash flows. Fees

F-14
<PAGE> 73
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

charged to the separate accounts by the Company (including mortality charges,
policy administration fees and surrender charges) are reflected in the Company's
revenues.

Consolidated Statements of Cash Flows -- Non-cash Transactions

For the years ended December 31, 1998, 1997, and 1996, respectively, real
estate of $5.0 million, $14.4 million, and $29.1 million was acquired in
satisfaction of debt. At December 31, 1998 and 1997, the Company owned real
estate acquired in satisfaction of debt of $143.2 million and $326.1 million,
respectively. Other non-cash transactions, which are reflected in the statement
of cash flows as a reconciling item from net income to net cash provided by
operating activities, consisted primarily of stock distributions from the
Company's partnership investments and payment-in-kind for interest due on
certain fixed maturity securities.

Extraordinary Item -- Demutualization Expenses

The accompanying consolidated statements of income and comprehensive income
reflect extraordinary charges (net of taxes) of $27.2 million and $13.3 million
for the years ended December 31, 1998 and 1997, respectively, relating to costs
associated with the Demutualization.

New Accounting Pronouncements

In January 1998, the American Institute of Certified Public Accountants
issued Statement of Position (SOP) 97-3, "Accounting by Insurance and Other
Enterprises for Insurance-Related Assessments". SOP 97-3 provides guidance for
determining when an entity should recognize a liability for guaranty fund and
other insurance-related assessments and when it may recognize an asset for a
portion or all of the assessment liability or paid assessment that can be
recovered through premium tax offsets or policy surcharges. SOP 97-3 is
effective for fiscal years beginning after December 15, 1998. Adoption of SOP
97-3 is not expected to have a material effect on the Company's financial
condition or results of operations.

In March 1998, the American Institute of Certified Public Accountants
issued (SOP) 98-1, "Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use". SOP 98-1 provides guidance for determining when an
entity should capitalize or expense external and internal costs of computer
software developed or obtained for internal use. SOP 98-1 is effective for
fiscal years beginning after December 15, 1998. Adoption of SOP 98-1 is not
expected to have a material effect on the Company's financial condition or
results of operations.

In June 1998, The FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS 133 requires all derivatives to be
recognized in the statement of financial position as either assets or
liabilities and measured at fair value. The corresponding derivative gains and
losses should be reported based on the hedge relationship that exists, if there
is one. Changes in the fair value of derivatives that are not designated as
hedges or that do not meet the hedge accounting criteria in SFAS 133, are
required to be reported in earnings. SFAS 133 is effective for fiscal years
beginning after June 15, 1999. Adoption of SFAS 133 is not expected to have a
material effect on the Company's financial condition or results of operations.

F-15
<PAGE> 74
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5. DEFERRED POLICY ACQUISITION COSTS:

Policy acquisition costs deferred and amortized in 1998, 1997 and 1996 are
as follows ($ in millions):

<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Balance, beginning of year.................................. $1,007.1 $1,095.2 $1,047.1
Balance transferred to the Closed Block at November 16,
1998...................................................... (562.3) -- --
-------- -------- --------
444.8 1,095.2 1,047.1
-------- -------- --------
Cost deferred during the year............................... 124.7 141.0 145.3
Amortized to expense during the year........................ (122.0) (181.2) (158.2)
Effect on DAC from unrealized gains (losses) (see Note 4)... (7.8) (47.9) 61.0
-------- -------- --------
Balance, end of year........................................ $ 439.7 $1,007.1 $1,095.2
======== ======== ========
</TABLE>

6. PENSION PLANS AND OTHER POST-RETIREMENT BENEFITS:

Pension Plans --

The Company has a qualified pension plan covering substantially all of its
salaried employees. The provisions of the plan provide both (a) defined benefit
accruals based on (i) years of service, (ii) the employee's final average annual
compensation and (iii) wage bases or benefits under Social Security and (b)
defined contribution accruals based on a Company matching contribution equal to
100% of the employee's elective deferrals under the incentive savings plan for
employees up to 3% of the employee's eligible compensation and an additional 2%
of eligible compensation for each active participant. The Company did not make
any contribution in the current year or prior years under Section 404 of the
Internal Revenue Code ("IRC") because the plan was fully funded under Section
412 of IRC.

In April 1996, the Company offered special benefits to its employees who
elected by May 31, 1996, voluntary termination of employment (special
termination benefits). The special termination benefits represented benefits in
excess of that which would normally be due to employees electing to retire
early. These excess benefits were calculated based on grants of additional years
of service and age used in the benefit calculation. All of the special
termination benefits relating to the Company's qualified plan, which aggregated
$10.6 million, were paid from the plan's assets. All the benefits paid relating
to the Company's non-qualified plan, which aggregated $3.4 million, were paid
directly from the Company's assets. As a result of the aforementioned early
retirement offer, the Company recorded a charge of $14.0 million in 1996 and
reflected this amount in Other Operating Costs and Expenses.

The assets of the qualified pension plan are primarily invested in MONY
Pooled Accounts which include common stock, real estate, private placement debt
securities and bonds. At December 31, 1998 and 1997, $457.3 million and $430.3
million were invested in the MONY Pooled Accounts. Benefits of $26.3 million,
$24.2 million and $30.7 million were paid by this plan for the years ended
December 31, 1998, 1997, and 1996, respectively.

The Company also sponsors a non-qualified employee excess pension plan,
which provides both defined benefits and defined contribution accruals in excess
of Internal Revenue Service limits to certain employees. The benefits are based
on years of service and the employees final average annual compensation. Pension
benefits are paid from the Company's general account.

Postretirement Benefits --

The Company provides certain health care and life insurance for retired
employees and field underwriters. The Company amortizes its unamortized
postretirement transaction obligation over a period of twenty years.

F-16
<PAGE> 75
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Assumed health care cost trend rates have a significant effect on the
amounts reported for the health care plan. A one-percentage point change in
assumed health care cost trend rates would have the following effects:

<TABLE>
<CAPTION>
1-PERCENTAGE- 1-PERCENTAGE-
POINT POINT
INCREASE DECREASE
------------- -------------
<S> <C> <C>
Effect on total of service and interest cost components..... $ 27,328 $ (29,218)
Effect on postretirement benefit obligation................. 294,001 (328,624)
</TABLE>

The following presents the change in the benefit obligation, change in plan
assets and other information with respect to the Company's qualified and
non-qualified defined benefit pension plans and other benefits which represents
the Company's postretirement benefit obligation:

<TABLE>
<CAPTION>
PENSION BENEFITS OTHER BENEFITS
---------------- ------------------
1998 1997 1998 1997
------ ------ ------- -------
($ IN MILLIONS)
<S> <C> <C> <C> <C>
CHANGE IN BENEFIT OBLIGATION:
Benefit obligation at beginning of year............... $390.1 $348.5 $ 101.1 $ 93.4
Service cost.......................................... 14.4 12.9 1.3 1.0
Interest cost......................................... 26.3 27.5 6.4 6.7
Actuarial (gain)/loss................................. 2.0 33.0 (3.0) 7.4
Benefit paid.......................................... (34.5) (31.8) (5.8) (7.4)
------ ------ ------- -------
Benefit obligation at end of year..................... 398.3 390.1 100.0 101.1
------ ------ ------- -------
CHANGE IN PLAN ASSETS:
Fair value of plan assets at beginning of year........ $432.5 $393.4 $ $
Actual return on plan assets.......................... 56.7 66.5
Employer contribution................................. 5.1 4.4 5.8 7.4
Benefits and expenses paid............................ (34.5) (31.8) (5.8) (7.4)
------ ------ ------- -------
Fair value of plan assets at end of year.............. 459.8 432.5 -- --
------ ------ ------- -------
Funded status......................................... 61.5 42.4 (100.0) (101.1)
Unrecognized actuarial loss/(gain).................... 16.4 19.7 11.1 14.3
Unamortized transition obligation..................... (19.8) (27.3) 42.7 45.8
Unrecognized prior service cost....................... 9.7 10.7 0.0 0.0
------ ------ ------- -------
Net amount recognized................................. $ 67.8 $ 45.5 $ (46.2) $ (41.0)
====== ====== ======= =======
Amounts recognized in the statement of financial
position consist of:
Prepaid benefit cost.................................. $103.0 $ 89.4 $ 0.0 $ 0.0
Accrued benefit liability............................. (39.5) (45.3) (46.2) (41.0)
Intangible asset...................................... 1.4 4.3 0.0 0.0
Accumulated other comprehensive income................ 2.9 (2.9) 0.0 0.0
------ ------ ------- -------
Net amount recognized................................. $ 67.8 $ 45.5 $ (46.2) $ (41.0)
====== ====== ======= =======
</TABLE>

The Company's qualified plan had assets of $459.8 million and $432.5
million as of December 31, 1998 and December 31, 1997, respectively. The
projected benefit obligation and accumulated benefit obligation for the
qualified plan were $350.8 million and $311.5 million as of December 31, 1998
and $333.2 million and $306.3 million as of December 31, 1997, respectively.

F-17
<PAGE> 76
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The projected benefit obligation and accumulated benefit obligation for the
unfunded non-qualified defined benefit pension plan, which is unfunded, were
$47.5 million and $39.5 million as of December 31, 1998, and $56.9 million and
$45.3 million as of December 31, 1997, respectively.

<TABLE>
<CAPTION>
PENSION BENEFITS OTHER BENEFITS
---------------- --------------
1998 1997 1998 1997
------ ------ ----- -----
<S> <C> <C> <C> <C>
WEIGHTED-AVERAGE ASSUMPTIONS AS OF DECEMBER 31:
Discount rate............................................... 6.75% 6.75% 6.75% 6.75%
Expected return on plan assets.............................. 10.0% 10.0% -- --
Rate of compensation increase............................... 5.0% 5.0% 5.0% 5.0%
</TABLE>

For measurement purposes, an 11% percent annual rate of increase in the per
capita cost of covered health care benefits was assumed for 1998. The rate was
assumed to decrease gradually to 6% percent for 2010 and remain at that level
thereafter.

Components of net periodic benefit cost for the pension and other
post-retirement plans are as follows:

<TABLE>
<CAPTION>
PENSION BENEFITS OTHER BENEFITS
-------------------------- -----------------------
1998 1997 1996 1998 1997 1996
------ ------ ------ ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
COMPONENTS OF NET PERIODIC BENEFIT COST
Service cost............................ $ 14.4 $ 12.9 $ 13.9 $ 1.3 $ 1.0 $ 1.8
Interest cost........................... 26.3 27.5 25.1 6.4 6.7 6.4
Expected return on plan assets.......... (41.8) (38.0) (36.7) 0.0 0.0 0.0
Amortization of prior service cost...... 1.0 1.0 1.0 0.0 0.0 0.0
Special termination benefits............ 0.0 0.0 14.0 0.0 0.0 0.0
Recognized net actuarial loss........... 0.0 0.1 0.1 0.1 0.0 0.4
Amortization of transition items........ (7.5) (7.5) (7.5) 3.1 3.1 3.1
------ ------ ------ ----- ----- -----
Net periodic benefit cost............... $ (7.6) $ (4.0) $ 9.9 $10.9 $10.8 $11.7
====== ====== ====== ===== ===== =====
</TABLE>

The Company also has a qualified money purchase pension plan covering
substantially all career field underwriters. Company contributions of 5% of
earnings plus an additional 2% of such earnings in excess of the social security
wage base are made each year. In addition, after-tax voluntary field underwriter
contributions of up to 10% of earnings are allowed. At December 31, 1998 and
1997, the fair value of plan assets was $222.2 million and $211.0 million,
respectively. For the years ended December 31, 1998, 1997, and 1996, the Company
contributed $3.2 million, $3.3 million and $3.7 million to the plan,
respectively, which amounts are reflected in Other Operating Costs and Expenses.

The Company has a non-qualified defined contribution plan, which is
unfunded. The non-qualified defined contribution plan projected benefit
obligation which equaled the accumulation benefit was $48.4 million and $42.9
million as of December 31, 1998 and 1997, respectively. The non-qualified
defined contribution plan's net periodic expense was $6.6 million, $9.4 million
and $7.2 million for the years ending December 31, 1998, 1997 and 1996,
respectively.

The Company also has incentive savings plans in which substantially all
employees and career field underwriters are eligible to participate. The Company
matches field underwriter contributions up to 2% of eligible compensation and
may also make an additional profit sharing contribution for non-officer
employees. As with the Employee Excess Plan, the Company also sponsors
non-qualified excess defined contribution plans for both the field underwriter
retirement plan and the incentive savings plan for field underwriters.

F-18
<PAGE> 77
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

7. FEDERAL INCOME TAXES:

The Company files a consolidated federal income tax return with its life
and non-life affiliates, except Sagamore Financial Corporation and its
subsidiaries.

Federal income taxes have been calculated in accordance with the provisions
of the Internal Revenue Code of 1986, as amended. A summary of the Federal
income tax expense (benefit) is presented below:

<TABLE>
<CAPTION>
1998 1997 1996
------ ------ ------
($ IN MILLIONS)
<S> <C> <C> <C>
Federal income tax (benefit) expense:
Current................................................... $ 84.6 $104.1 $ 76.6
Deferred.................................................. 18.1 (46.8) (32.6)
------ ------ ------
Total............................................. $102.7 $ 57.3 $ 44.0
====== ====== ======
</TABLE>

Federal income taxes reported in the consolidated statements of income are
different from the amounts determined by multiplying the earnings before federal
income taxes by the statutory federal income tax rate of 35%. The sources of the
difference and the tax effects of each are as follows:

<TABLE>
<CAPTION>
1998 1997 1996
------ ----- ------
($ IN MILLIONS)
<S> <C> <C> <C>
Tax at statutory rate....................................... $102.7 $65.7 $ 35.2
Differential earnings amount................................ -- (5.8) 12.8
Dividends received deduction................................ (1.4) (0.5) (0.5)
Other....................................................... 1.4 (2.1) (3.5)
------ ----- ------
Provision for income taxes.................................. $102.7 $57.3 $ 44.0
====== ===== ======
</TABLE>

The Company's federal income tax returns for years through 1991 have been
examined by the Internal Revenue Service ("IRS"). No material adjustments were
proposed by the IRS as a result of these examinations. In the opinion of
management, adequate provision has been made for any additional taxes which may
become due with respect to open years.

F-19
<PAGE> 78
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The components of deferred tax liabilities and assets at December 31, 1998
and 1997 are as follows:

<TABLE>
<CAPTION>
1998 1997
------ ------
($ IN MILLIONS)
<S> <C> <C>
Deferred policy acquisition costs........................... $127.9 $251.4
Fixed maturities and equity securities...................... 68.2 65.8
Other (net)(1).............................................. 71.3 27.3
Nonlife subsidiaries........................................ 8.3 0.0
------ ------
Total deferred tax liabilities.............................. 275.7 344.5
------ ------
Policyholder and separate account liabilities............... 113.8 176.0
Accrued expenses............................................ 70.4 55.2
Deferred compensation and benefits.......................... 24.0 8.6
Policyholder dividends...................................... 39.8 39.1
Real estate and mortgages................................... 29.4 54.1
------ ------
Total deferred tax assets................................... 277.4 333.0
------ ------
Net deferred tax asset/(liability).......................... $ 1.7 $(11.5)
====== ======
</TABLE>

- ---------------
(1) Includes $25.7 million and $20.9 million at December 31, 1998 and 1997 of
deferred taxes relating to net unrealized gains on fixed maturity securities
in the AEGON Portfolio (see Note 9).

The Company is required to establish a valuation allowance for any portion
of the deferred tax asset that management believes will not be realized. In the
opinion of management, it is more likely than not that it will realize the
benefit of the deferred tax assets and, therefore, no such valuation allowance
has been established.

8. LEASES:

The Company has entered into various operating lease agreements for office
space, furniture and equipment. These leases have remaining non-cancelable lease
terms in excess of one year. Total rental expense for these operating leases
amounted to $8.6 million in 1998, $14.5 million in 1997 and $15.1 million in
1996. The future minimum rental obligations under these leases at December 31,
1998 are as follows ($ in millions):

<TABLE>
<S> <C>
1999........................................................ $ 8.6
2000........................................................ 7.3
2001........................................................ 6.1
2002........................................................ 7.7
2003........................................................ 7.5
Later years................................................. 106.7
------
$143.9
======
</TABLE>

9. THE GROUP PENSION TRANSACTION:

On December 31, 1993 (the "Group Pension Transaction Date"), the Company
entered into an agreement (the "Agreement") with AEGON USA, Inc. ("AEGON") under
which the Company transferred a substantial portion of its group pension
business (hereafter referred to as the "Group Pension Transaction"), including
its full service group pension contracts, consisting primarily of tax-deferred
annuity, 401(k) and managed funds lines of business, to AEGON's wholly owned
subsidiary, AUSA Life Insurance Company, Inc. ("AUSA"). The Company also
transferred to AUSA the corporate infrastructure supporting the group pension
business, including data processing systems, facilities and regional offices.
AUSA was newly formed

F-20
<PAGE> 79
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

by AEGON solely for the purpose of facilitating this transaction. In connection
with the transaction, the Company and AEGON have entered into certain service
agreements. These agreements, among other things, provide that the Company will
continue to manage the transferred assets, and that AUSA will continue to
provide certain administrative services to the Company's remaining group pension
contracts not included in the transfer.

The transferred group pension business consisted of approximately $6.4
billion in group pension assets and liabilities, which was comprised of
approximately $2.8 billion of general account assets and liabilities, and $3.6
billion of separate account assets and liabilities. The transfer was initially
structured in the form of indemnity reinsurance, however, the Agreement
contemplated that the transfer would be restructured in the form of assumption
reinsurance as soon as practicable following the consent of contractholders to
assumption of their contracts. Substantially all of the contractholders
consented to the assumption of their contracts by AUSA.

In addition, pursuant to the Agreement, MONY agreed to make a $200 million
capital investment in AEGON by purchasing $150 million face amount of Series A
Notes and $50 million face amount of Series B Notes (hereinafter referred to as
the "Notes"). The Series A Notes pay interest at 6.44 percent per annum and the
Series B Notes pay interest at 6.24 percent per annum. Both the Series A Notes
and the Series B Notes mature on December 31, 2002. MONY's investment in the
Series A Notes was intended to provide AEGON with the funding necessary to
capitalize AUSA.

The Company entered into the Group Pension Transaction due to downgrades of
its financial strength ratings resulting from the deterioration of its financial
position during the period from 1989 through the early 1990s. The Company's
group pension business was considered to be particularly sensitive to heightened
withdrawal and surrender activity due to requirements of many pension fund
advisors that insurance carriers have a minimum financial strength rating
consistent with a "AA" claims-paying ability rating from Standard & Poor's. In
light of the downgrades and certain highly publicized failures of life insurance
companies in the 1990s resulting from abnormally high withdrawal and surrender
activity, management became concerned with respect to the Company's ability to
sustain inordinate amounts of such activity and entered into the Group Pension
Transaction to preserve the value of such business. The transaction allowed the
Company to: (i) place the transferred Group Pension Business in a higher rated
entity which significantly diminished the risk of adverse persistency with
respect to such business, and (ii) retain all the profits resulting from the
$6.4 billion of deposits on contracts in force and transferred to AEGON on the
Group Pension Transaction Date (the "Existing Deposits"). As consideration for
the transaction, MONY remunerated AEGON by transferring to AUSA (i) the
intangible value associated with MONY's group pension franchise, including
established customer relationships, (ii) rights to substantially all the profits
associated with any new deposits made after the Group Pension Transaction Date
on the contracts which were in force and transferred by MONY to AUSA on the
Group Pension Transaction Date, and (iii) rights to substantially all the
profits on any new business generated subsequent to the Group Pension
Transaction Date.

In accordance with GAAP, the transaction did not constitute a sale because
the Company retained substantially all the risks and rewards associated with the
Existing Deposits. Accordingly, the Company continues to reflect the transferred
assets and liabilities on its balance sheet under separate captions entitled
"Assets transferred in Group Pension Transaction" and "Liabilities transferred
in Group Pension Transaction". In addition, the Company reports in its GAAP
earnings the profits from the Existing Deposits as discussed below.

Pursuant to the Agreement, MONY receives from AUSA (i) payments on an
annual basis through December 31, 2002 (the "Group Pension Payments") equal to
all of the earnings from the Existing Deposits, (ii) a final payment (the "Final
Value Payment") at December 31, 2002 based on the remaining fair value of the
Existing Deposits, and (iii) a contingent payment (the "New Business Growth
Payment") at December 31, 2002 based on new business growth subsequent to the
Transaction Date. However, the level of new
F-21
<PAGE> 80
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

business growth necessary for MONY to receive the New Business Growth Payment
make it unlikely that MONY will ever receive any such payment.

With respect to the Group Pension Payments, the annual results from the
Existing Deposits are measured on a basis in accordance with the Agreement (such
basis hereafter referred to as the "Earnings Formula") which is substantially
the same as GAAP, except that; (i) asset impairments on fixed maturity
securities are only recognized when such securities are designated with an NAIC
rating of "6", and (ii) no impairment losses are recognized on mortgage loans
until such loans are disposed of or at the time, and in the calculation, of the
Final Value Payment.

Earnings which emerge from the Existing Deposits pursuant to the
application of the Earnings Formula are recorded in the Company's financial
statements only after adjustments (primarily to recognize asset impairments in
accordance with SFAS Nos. 114 and 115) to reflect such earnings on a basis
entirely in accordance with GAAP (such earnings hereafter referred to as the
"Group Pension Profits"). Losses which arise from the application of the
Earnings Formula for any annual period will be reflected in the Company's
results of operations (after adjustments to reflect such losses in accordance
with GAAP) only up to the amount for which the Company is at risk (as described
below), which at any time is equal to the then outstanding principal amount of
the Series A Notes.

Operating losses reported in any annual period pursuant to the Earnings
Formula are carried forward to reduce any earnings in subsequent years reported
pursuant to the Earnings Formula. Any resultant deficit remaining at December
31, 2002 will be deducted from the Final Value Payment and New Business Growth
Payment, if any, due to the Company. If a deficit still remains, it will be
applied (as provided for in the Agreement) as an offset against the principal
payment due to the Company upon maturity of the Series A Notes.

For the years ended December 31, 1998, 1997 and 1996, AUSA reported
earnings to the Company pursuant to the application of the Earnings Formula of
$49.8 million, $55.7 million, and $66.7 million, respectively, and the Company
recorded Group Pension Profits of $56.8 million, $60.0 million and $59.5
million, respectively. In addition, the Company earned $12.8 million, $17.7
million, and $23.0 million of interest income on the Notes during the
aforementioned years. From 1994 through 1996, the Company reinvested an
aggregate of $169 million of the aforementioned profits and interest in
additional Series A notes (the "Additional Notes") with a face amount equal to
the amount reinvested. The Additional Notes paid interest at 1% above the
two-year U.S. Treasury rate in effect at the time of their issuance. All of the
Additional Notes were redeemed at face value by AEGON during 1997. At December
31, 1998, the remaining Series A notes held by the Company consisted of the
$150.0 million face amount of Series A Notes it acquired on December 31, 1993.

The following sets forth certain summarized financial information relating
to the Group Pension Transaction as of and for the periods indicated, including
information regarding: (i) the general account assets transferred to support the
Existing Deposits in the Group Pension Transaction (such assets hereafter
referred

F-22
<PAGE> 81
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

to as the "AEGON Portfolio"), (ii) the transferred separate account assets and
liabilities, and (iii) the components of revenue and expense comprising the
Group Pension Profits:

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
--------------------
1998 1997
-------- --------
($ IN MILLIONS)
<S> <C> <C>
ASSETS:
General Account
Fixed maturities: available for sale, at estimated fair
value (amortized cost; $1,564.6 and $1,585.4,
respectively)......................................... $1,620.2 $1,645.0
Mortgage loans on real estate.......................... 214.8 347.9
Real estate held for investment........................ 37.9 50.4
Cash and cash equivalents.............................. 21.7 24.5
Accrued investment income.............................. 27.6 33.1
-------- --------
Total general account assets........................... 1,922.2 2,100.9
Separate account assets................................... 3,829.6 3,614.0
-------- --------
Total assets...................................... $5,751.8 $5,714.9
======== ========
LIABILITIES:
General Account(1)
Policyholders' account balances........................ $1,824.9 $1,991.0
Other liabilities...................................... 24.0 33.7
-------- --------
Total general account liabilities................. 1,848.9 2,024.7
Separate account liabilities(2)........................... 3,829.6 3,614.0
-------- --------
Total liabilities................................. $5,678.5 $5,638.7
======== ========
</TABLE>

- ---------------
(1) Includes general account liabilities transferred in connection with the
Group Pension Transaction pursuant to indemnity reinsurance of $121.7
million and $142.8 million as of December 31, 1998 and 1997, respectively.

(2) Includes separate account liabilities transferred in connection with the
Group Pension Transaction pursuant to indemnity reinsurance of $33.3 million
and $31.1 million as of December 31, 1998 and 1997, respectively.

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
--------------------------------
1998 1997 1996
-------- -------- --------
($ IN MILLIONS)
<S> <C> <C> <C>
REVENUES:
Product policy fees......................................... $ 23.3 $ 23.7 $ 24.7
Net investment income....................................... 154.7 169.3 192.4
Net realized gains (losses) on investments.................. 7.2 7.1 (7.4)
------ ------ ------
Total revenues.................................... 185.2 200.1 209.7
BENEFITS AND EXPENSES:
Interest credited to policyholders' account balances........ 108.7 117.3 125.9
Other operating costs and expenses.......................... 19.7 22.8 24.3
------ ------ ------
Total benefits and expenses....................... 128.4 140.1 150.2
Group Pension Profits............................. $ 56.8 $ 60.0 $ 59.5
====== ====== ======
</TABLE>

F-23
<PAGE> 82
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Fixed Maturity Securities

At December 31, 1998 and 1997, there were no fixed maturity securities in
the AEGON Portfolio deemed to have other than temporary impairments in value. In
addition, there were no fixed maturity securities at such dates which have been
non-income producing for the preceding twelve months.

At December 31, 1998 and 1997, the carrying value of problem fixed
maturities (as hereafter defined -- see Note 11) held in the AEGON Portfolio was
$0.0 million and $24.4 million, respectively. In addition, at such dates the
carrying value of potential problem fixed maturities held in the AEGON Portfolio
was $3.7 million and $7.4 million, respectively. Also, none of the fixed
maturity securities held in the AEGON Portfolio at December 31, 1998 and 1997 or
prior thereto had been restructured.

The amortized cost and estimated fair value of fixed maturity securities
held in the AEGON Portfolio, by contractual maturity dates, (excluding scheduled
sinking funds), as of December 31, 1998 are as follows ($ in millions):

<TABLE>
<CAPTION>
AMORTIZED ESTIMATED
COST FAIR VALUE
--------- ----------
<S> <C> <C>
Due in one year or less..................................... $ 162.6 $ 164.1
Due after one year through five years....................... 752.2 778.2
Due after five years through ten years...................... 304.6 322.2
Due after ten years......................................... 37.7 38.3
-------- --------
Subtotal.................................................... 1,257.1 1,302.8
Mortgage and asset backed securities........................ 307.5 317.4
-------- --------
Total............................................. $1,564.6 $1,620.2
======== ========
</TABLE>

Fixed maturity securities that are not due at a single maturity date have
been included in the preceding table in the year of final maturity. Actual
maturities may differ from contractual maturities because borrowers may have the
right to call or prepay obligations with or without call or prepayment
penalties.

The net change in unrealized investment gains (losses) represents the only
component of other comprehensive income generated by the AEGON Portfolio for the
years ended December 31, 1998, 1997, 1996 and prior thereto. Following is a
summary for the AEGON Portfolio of the change in unrealized investment gains
(losses) (see Note 10):

<TABLE>
<CAPTION>
1998 1997 1996
----- ----- ------
($ IN MILLIONS)
<S> <C> <C> <C>
CHANGE IN UNREALIZED GAINS (LOSSES) ON INVESTMENTS
Fixed maturities............................................ $(4.0) $(1.5) $(41.6)
----- ----- ------
</TABLE>

Mortgage Loans on Real Estate

Mortgage loans on real estate in the AEGON Portfolio at December 31, 1998
and 1997 consist of the following ($ in millions):

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
------------------
1998 1997
------- -------
<S> <C> <C>
Mortgage loans.............................................. $230.8 $361.5
Less: valuation allowances.................................. (16.0) (13.6)
------ ------
Mortgage loans, net of valuation allowance.................. $214.8 $347.9
====== ======
</TABLE>

F-24
<PAGE> 83
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

An analysis of the valuation allowances with respect to the AEGON Portfolio
for 1998, 1997 and 1996 is as follows ($ in millions):

<TABLE>
<CAPTION>
FOR THE YEAR ENDED
DECEMBER 31,
-----------------------
1998 1997 1996
----- ----- -----
<S> <C> <C> <C>
Balance, beginning of year.................................. $13.6 $22.2 $31.8
Increase (decrease) in allowance............................ 2.9 (5.1) (8.7)
Reduction due to pay downs and pay offs..................... ( 0.5) (1.6) 0.0
Transfers to real estate.................................... 0.0 (1.9) (0.9)
----- ----- -----
Balance, end of year........................................ $16.0 $13.6 $22.2
===== ===== =====
</TABLE>

Impaired mortgage loans along with related valuation allowances with
respect to the AEGON Portfolio at December 31, 1998 and 1997 are as follows ($
in millions):

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
--------------------------
1998 1997 1996
------ ------ ------
<S> <C> <C> <C>
Investment in impaired mortgage loans (before valuation
allowances):
Loans that have valuation allowances...................... $ 71.1 $ 56.6 $ 92.2
Loans that do not have valuation allowances............... 4.4 45.8 53.5
------ ------ ------
Subtotal.......................................... 75.5 102.4 145.7
Valuation allowances........................................ (11.4) (5.8) (9.8)
------ ------ ------
Impaired mortgage loans, net of valuation allowances........ $ 64.1 $ 96.6 $135.9
====== ====== ======
</TABLE>

During the years ended December 31, 1998, 1997, and 1996, the average
recorded investment in impaired mortgage loans with respect to the AEGON
Portfolio was approximately $80.4 million, $116.3 million, and $127.4 million,
respectively. For the years ended December 31, 1998, 1997, and 1996
approximately $4.5 million, $6.5 million, and $13.1 million, respectively, of
interest income on impaired loans with respect to the AEGON Portfolio was
earned.

At December 31, 1998 and 1997, the carrying values of mortgage loans which
were non-income producing for the twelve months preceding such dates with
respect to the AEGON Portfolio were $0.0 million and $21.6 million,
respectively.

At December 31, 1998 and 1997 the AEGON Portfolio held restructured
mortgage loans of $59.7 million and $88.5 million, respectively. Interest income
of $4.0 million, $6.6 million, and $10.4 million was recognized on restructured
mortgage loans for the years ended December 31, 1998, 1997, and 1996,
respectively. Gross interest income on these loans that would have been recorded
in accordance with the original terms of such loans amounted to approximately
$6.9 million, $9.2 million, and $11.1 million for the years ended December 31,
1998, 1997, and 1996, respectively.

F-25
<PAGE> 84
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following table presents the maturity distribution of mortgage loans
held in the AEGON Portfolio as of December 31, 1998 ($ in millions).

<TABLE>
<CAPTION>
DECEMBER 31, 1998
-----------------
CARRYING % OF
VALUE TOTAL
-------- -----
<S> <C> <C>
Due in one year or less..................................... $ 64.3 29.9%
Due after one year through five years....................... 101.2 47.1
Due after five years through ten years...................... 42.1 19.6
Due after ten years......................................... 7.2 3.4
------ -----
Total............................................. $214.8 100.0%
====== =====
</TABLE>

Real Estate

As of December 31, 1998 and 1997, the AEGON Portfolio had real estate held
for investment of $37.9 million and $50.4 million, respectively, which includes
$18.2 million and $25.6 million, respectively, of impairments taken upon
foreclosure of mortgage loans. Losses recorded during the years ended December
31, 1998, 1997 and 1996 related to impairments taken upon foreclosure were $0.0
million, $4.3 million, and $16.8 million, respectively.

Real estate is net of accumulated depreciation of $2.5 million, and $1.8
million at December 31, 1998 and 1997, respectively. Depreciation expense of
$1.1 million, $1.4 million, and $0.7 million, was recorded for the years ended
December 31, 1998, 1997, and 1996, respectively.

There was no real estate included in the AEGON Portfolio which was
non-income producing for the twelve months preceding December 31, 1998, 1997,
and 1996, respectively.

10. INVESTMENT INCOME, REALIZED AND UNREALIZED INVESTMENT GAINS (LOSSES), AND
OTHER COMPREHENSIVE INCOME:

Net investment income for the years ended December 31, 1998, 1997 and 1996
was derived from the following sources ($ in millions):

<TABLE>
<CAPTION>
1998 1997 1996
------ ------ ------
<S> <C> <C> <C>
NET INVESTMENT INCOME
Fixed maturities............................................ $418.1 $422.5 $392.4
Equity securities........................................... 53.6 53.5 54.5
Mortgage loans.............................................. 118.7 137.1 159.2
Real estate................................................. 44.4 56.2 84.1
Policy loans................................................ 72.5 82.2 80.2
Other investments (including cash & short-terms)............ 23.1 22.4 29.3
------ ------ ------
Total investment income..................................... 730.4 773.9 799.7
Investment expenses......................................... 42.1 40.9 48.1
------ ------ ------
Net investment income....................................... $688.3 $733.0 $751.6
====== ====== ======
</TABLE>

F-26
<PAGE> 85
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Net realized gains (losses) on investments for the years ended December 31,
1998, 1997 and 1996 are summarized as follows ($ in millions):

<TABLE>
<CAPTION>
1998 1997 1996
------ ----- -----
<S> <C> <C> <C>
NET REALIZED GAINS (LOSSES) ON INVESTMENTS
Fixed maturities............................................ $ 8.3 $ 7.3 $ 6.2
Equity securities........................................... 6.9 35.8 30.0
Mortgage loans.............................................. 5.4 10.4 8.4
Real estate................................................. 127.6 20.1 20.8
Other invested assets....................................... 20.5 (1.5) 10.5
------ ----- -----
Net realized gains on investments........................... $168.7 $72.1 $75.9
====== ===== =====
</TABLE>

Following is a summary of the change in unrealized investment gains
(losses), net of related deferred income taxes and adjustment for deferred
policy acquisition costs (see Note 5), which are reflected in Accumulated Other
Comprehensive Income for the periods presented. The net change in unrealized
investment gains (losses) and the change in the Company's minimum pension
liability represent the only components of other comprehensive income for the
years ended December 31, 1998, 1997 and 1996 as presented below:

<TABLE>
<CAPTION>
1998 1997 1996
------ ------ -------
($ IN MILLIONS)
<S> <C> <C> <C>
OTHER COMPREHENSIVE INCOME
Change in Unrealized Gains (Losses):
Fixed maturities............................................ $ 66.8 $ 98.7 $(126.7)
Equity securities........................................... 24.2 0.6 13.8
Other....................................................... (1.8) 3.7 1.0
------ ------ -------
Subtotal.................................................... 89.2 103.0 (111.9)
AEGON Portfolio (See Note 9)................................ (4.0) (1.5) (41.6)
------ ------ -------
Subtotal.................................................... 85.2 101.5 (153.5)
Effect on unrealized gains (losses) on investments
attributable to:
DAC....................................................... (6.7) (47.9) 61.0
Deferred federal income taxes............................. (28.4) (17.7) 32.6
Net unrealized gains and DAC transferred to the Closed
Block..................................................... (18.7) -- --
------ ------ -------
Change in unrealized gains (losses) on investments, net..... 31.4 35.9 (59.9)
Minimum pension liability adjustment (See Note 6)........... 2.9 (2.9) --
------ ------ -------
Other comprehensive income............................. $ 34.3 $ 33.0 $ (59.9)
====== ====== =======
</TABLE>

F-27
<PAGE> 86
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following table sets forth the reclassification adjustments required
for the years ended December 31, 1998, 1997, and 1996 to avoid double-counting
in comprehensive income items that are included as part of net income for a
period that also had been part of other comprehensive income in earlier periods
($ in millions):

<TABLE>
<CAPTION>
1998 1997 1996
------ ------ -------
($ IN MILLIONS)
<S> <C> <C> <C>
RECLASSIFICATION ADJUSTMENTS
Unrealized gains (losses) on investments arising during
period.................................................... $ 39.3 $ 53.5 $ (44.8)
Reclassification adjustment for gains included in net
income.................................................... (7.9) (17.6) (15.1)
------ ------ -------
Unrealized gains (losses) on investments, net of
reclassification adjustments.............................. $ 31.4 $ 35.9 $ (59.9)
====== ====== =======
</TABLE>

Unrealized gains (losses) on investments, (excluding net unrealized gains
(losses) and DAC on assets allocated to the Closed Block), reported in the above
table for the years ended December 31, 1998, 1997 and 1996 are net of income tax
expense (benefit) of $24.1 million, $8.2 million, and $(40.8) million,
respectively, and $0.8 million, $(30.2) million, and $(75.5) million,
respectively, relating to the effect of such unrealized gains (losses) on DAC.

Reclassification adjustments, (excluding net unrealized gains (losses) and
DAC on assets allocated to the Closed Block), reported in the above table for
the years ended December 31, 1998, 1997 and 1996 are net of income tax expense
of $4.3 million, $9.5 million and $8.2 million, respectively, and $(7.5)
million, $(17.7) million and $(14.5) million, respectively, relating to the
effect of such amounts on DAC.

11. INVESTMENTS:

Fixed Maturity Securities Available-For-Sale:

The amortized cost, gross unrealized gains and losses, and estimated fair
value of fixed maturity securities available for sale as of December 31, 1998
and 1997 are as follows ($ in millions):

<TABLE>
<CAPTION>
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
------------------- --------------- ------------- -------------------
1998 1997 1998 1997 1998 1997 1998 1997
-------- -------- ------ ------ ----- ----- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
US Treasury securities and obligations
of U.S government agencies.......... $ 63.8 $ 131.4 $ 3.2 $ 2.3 $ 0.0 $ 0.1 $ 67.0 $ 133.6
Collateralized mortgage Obligations:
Government agency-backed............ 180.2 398.9 3.3 6.6 0.0 0.3 183.5 405.2
Non-agency backed................... 85.7 112.4 3.4 4.4 0.0 0.0 89.1 116.8
Other asset-backed securities:
Government agency-backed............ 20.0 68.1 1.0 1.3 0.0 0.3 21.0 69.1
Non-agency backed................... 347.5 474.4 12.2 17.5 0.9 0.3 358.8 491.6
Foreign governments................... 16.6 0.0 1.2 0.0 0.6 0.0 17.2 0.0
Utilities............................. 385.2 719.1 17.2 30.6 5.1 2.2 397.3 747.5
Corporate bonds....................... 1,908.0 3,852.2 75.3 141.4 9.0 14.7 1,974.3 3,978.9
-------- -------- ------ ------ ----- ----- -------- --------
Total bonds.................. 3,007.0 5,756.5 116.8 204.1 15.6 17.9 3,108.2 5,942.7
Redeemable preferred stocks........... 23.5 7.9 0.6 0.1 0.3 0.6 23.8 7.4
-------- -------- ------ ------ ----- ----- -------- --------
Total........................ $3,030.5 $5,764.4 $117.4 $204.2 $15.9 $18.5 $3,132.0 $5,950.1
======== ======== ====== ====== ===== ===== ======== ========
</TABLE>

The carrying value of the Company's fixed maturity securities at December
31, 1998 and 1997 is net of adjustments for impairments in value deemed to be
other than temporary of $15.1 million and $7.3 million, respectively.

F-28
<PAGE> 87
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

There were no fixed maturity securities at December 31, 1998 and 1997,
which have been non-income producing for the twelve months preceding such dates.

The Company classifies fixed maturity securities which, (i) are in default
as to principal or interest payments, or (ii) are to be restructured pursuant to
commenced negotiations, (iii) went into bankruptcy subsequent to acquisition, or
(iv) are deemed to have other than temporary impairments to value as "problem
fixed maturity securities". At December 31, 1998 and 1997, the carrying value of
problem fixed maturities held by the Company was $33.9 million and $30.2
million, respectively. In addition, at December 31, 1998 and 1997, the Company
held $8.6 million and $0.0 million of fixed maturity securities which had been
restructured. Gross interest income that would have been recorded in accordance
with the original terms of restructured fixed maturity securities amounted to
$0.9 million and $0.0 million for the years ended December 31, 1998 and 1997,
respectively. Gross interest income on these fixed maturity securities included
in net investment income aggregated $1.3 million and $0.0 million for the years
ended December 31, 1998 and 1997, respectively.

The amortized cost and estimated fair value of fixed maturity securities,
by contractual maturity dates (excluding scheduled sinking funds) as of December
31, 1998, are as follows ($ in millions):

<TABLE>
<CAPTION>
1998
-----------------------
AMORTIZED ESTIMATED
COST FAIR VALUE
--------- ----------
<S> <C> <C>
Due in one year or less..................................... $ 108.2 $ 108.4
Due after one year through five years....................... 667.9 685.9
Due after five years through ten years...................... 998.5 1,040.8
Due after ten years......................................... 622.5 644.5
-------- --------
Subtotal.......................................... 2,397.1 2,479.6
Mortgage- and asset-backed securities....................... 633.4 652.4
-------- --------
Total............................................. $3,030.5 $3,132.0
======== ========
</TABLE>

Proceeds from sales of fixed maturity securities including those in the
Closed Block during 1998, 1997 and 1996 were $396.9 million, $225.0 million and
$197.3 million, respectively. Gross gains of $10.6 million, $5.2 million, and
$4.1 million and gross losses of $2.9 million, $2.6 million, and $4.3 million
were realized on these sales, respectively.

Equity Securities

The cost, gross unrealized gains and losses, and estimated fair value of
marketable and nonmarketable equity securities at December 31, 1998 and 1997 are
as follows ($ in millions):

<TABLE>
<CAPTION>
GROSS GROSS ESTIMATED
UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
--------------- -------------- ------------- ---------------
1998 1997 1998 1997 1998 1997 1998 1997
------ ------ ------ ----- ----- ----- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Marketable equity securities....... $233.6 $165.3 $ 48.7 $30.2 $ 6.7 $ 4.9 $275.6 $190.6
Nonmarketable equity securities.... 128.2 101.4 65.7 53.0 12.3 7.2 181.6 147.2
------ ------ ------ ----- ----- ----- ------ ------
$361.8 $266.7 $114.4 $83.2 $19.0 $12.1 $457.2 $337.8
====== ====== ====== ===== ===== ===== ====== ======
</TABLE>

F-29
<PAGE> 88
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Proceeds from sales of equity securities during 1998, 1997 and 1996 were
$165.0 million, $234.1 million and $164.7 million, respectively. Gross gains of
$24.4 million, $44.4 million, and $35.9 million and gross losses of $17.2
million, $4.7 million, and $4.5 million were realized on these sales,
respectively.

12. MORTGAGE LOANS ON REAL ESTATE AND REAL ESTATE:

Mortgage loans on real estate at December 31, 1998 and 1997 consist of the
following ($ in millions):

<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
Commercial mortgage loans................................... $ 546.1 $ 963.5
Agricultural and other loans................................ 465.4 521.5
-------- --------
Total loans................................................. 1,011.5 1,485.0
Less: valuation allowances.................................. ( 23.2) (54.9)
-------- --------
Mortgage loans, net of valuation allowances................. $ 988.3 $1,430.1
======== ========
</TABLE>

An analysis of the valuation allowances for 1998, 1997 and 1996 is as
follows ($ in millions):

<TABLE>
<CAPTION>
1998 1997 1996
----- ----- -----
<S> <C> <C> <C>
Balance, beginning of year.................................. $54.9 $67.0 $79.6
Increase (decrease) in allowance............................ 11.9 1.4 (4.2)
Reduction due to pay downs and pay offs..................... (16.0) (12.7) (0.6)
Transfers to real estate.................................... (4.0) (0.8) (7.8)
Transfers to the Closed Block............................... (23.6) -- --
----- ----- -----
Balance, end of year........................................ $23.2 $54.9 $67.0
===== ===== =====
</TABLE>

Impaired mortgage loans along with related valuation allowances were as
follows ($ in millions):

<TABLE>
<CAPTION>
1998 1997
------ ------
<S> <C> <C>
Investment in impaired mortgage loans (before valuation
allowances):
Loans that have valuation allowances........................ $116.7 $199.1
Loans that do not have valuation allowances................. 29.5 167.1
------ ------
Subtotal............................................... 146.2 366.2
Valuation allowances........................................ 10.9 32.8
------ ------
Impaired mortgage loans, net of valuations
allowances............................................ $135.3 $333.4
====== ======
</TABLE>

Impaired mortgage loans that do not have valuation allowances are loans
where the net present value of the expected future cash flows related to the
loan or the fair value of the collateral equals or exceeds the recorded
investment in the loan. Such loans primarily consist of restructured loans or
loans on which impairment writedowns were taken prior to the adoption of SFAS
No. 114, "Accounting by Creditors for Impairment of a Loan".

During 1998 and 1997, the average recorded investment in impaired mortgage
loans was approximately $300.1 million and $349.9 million, respectively
including Closed Block mortgages. During 1998, 1997, and 1996, the Company
recognized $24.2 million, $28.5 million, and $33.3 million, respectively, of
interest income on impaired loans. See Note 19.

At December 31, 1998 and 1997, the carrying values of mortgage loans which
were non-income producing for the twelve months preceding such dates were $12.9
million and $21.1 million, respectively.

At December 31, 1998 and 1997, the Company had restructured mortgage loans
of $110.6 million (excluding the Closed Block) and $242.7 million, respectively.
Interest income of $13.0 million, $20.3 million and $19.8 million was recognized
on restructured mortgage loans in 1998, 1997, and 1996, respectively. Gross

F-30
<PAGE> 89
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

interest income on these loans that would have been recorded in accordance with
the original terms of such loans amounted to approximately $18.1 million, $26.7
million, and $26.3 million in 1998, 1997 and 1996, respectively.

The following table summarizes the Company's real estate at December 31,
1998 and 1997:

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
------------------
1998 1997
------- -------
($ IN MILLIONS)
<S> <C> <C>
Real estate to be disposed of(1)............................ $393.7 $800.2
Impairment writedowns....................................... (50.2) (96.3)
Valuation allowance......................................... (30.6) (82.7)
------ ------
Carrying value of real estate to be disposed of............. $312.9 $621.2
====== ======
Real estate held for investment(2).......................... $381.9 $533.6
Impairment writedowns....................................... (60.6) (37.7)
------ ------
Carrying value of real estate held for investment........... $321.3 $495.9
====== ======
</TABLE>

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

(1) Amounts presented as of December 31, 1998 and 1997 are net of $29.0 million
and $75.0 million, respectively, relating to impairments taken upon
foreclosure of mortgage loans.

(2) Amounts presented as of December 31, 1998 and 1997 are net of $26.8 million
and $35.0 million, respectively, relating to impairments taken upon
foreclosure of mortgage loans.

An analysis of the valuation allowances relating to real estate classified
as to be disposed of for the years ended December 31, 1998, 1997 and 1996 is as
follows ($ in millions):

<TABLE>
<CAPTION>
1998 1997 1996
----- ----- -----
<S> <C> <C> <C>
Balance, beginning of year.................................. $82.7 $46.0 $49.1
Increase due to transfers of properties to real estate to be
disposed of during the year............................... 1.7 66.1 11.6
Increases (decreases) in valuation allowances from the end
of the prior period on properties to be disposed of....... 5.0 (2.3) 5.2
Decrease as a result of transfers of valuation allowances to
held for investment....................................... (13.5) 0.0 0.0
Decrease as a result of sale................................ (45.3) (27.1) (19.9)
----- ----- -----
Balance, end of year........................................ $30.6 $82.7 $46.0
===== ===== =====
</TABLE>

Real estate is net of accumulated depreciation of $290.1 million and $494.4
million for 1998 and 1997, respectively, and depreciation expense recorded was
$26.6 million, $45.1 million and $48.3 million for the years ended December 31,
1998, 1997 and 1996, respectively.

At December 31, 1998 and 1997, the carrying value of real estate which was
non-income producing for the twelve months preceding such dates was $12.5
million and $34.5 million, respectively. Approximately 77.8% of such real estate
at December 31, 1998 consisted of land and the balance consisted of vacant
buildings.

The carrying value of impaired real estate as of December 31, 1998 and 1997
was $78.4 million and $62.3 million, respectively. The depreciated cost of such
real estate as of December 31, 1998 and 1997 was $189.1 million and $196.4
million before impairment writedowns of $110.7 million and $134.0 million,
respectively. The aforementioned impairments occurred primarily as a result of
low occupancy levels and other market related factors. Losses recorded during
1998, 1997, and 1996 related to impaired real estate aggregated $5.9
F-31
<PAGE> 90
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

million, $0.0 million, and $3.8 million, respectively, and are included as a
component of net realized gains on investments.

13. ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS:

The estimated fair values of the Company's financial instruments
approximate their carrying amounts except for long-term debt as described below.
The methods and assumptions utilized in estimating the fair values of the
Company's financial instruments are summarized as follows:

Fixed Maturities and Equity Securities

The estimated fair values of fixed maturity securities are based upon
quoted market prices, where available. The fair values of fixed maturity
securities not actively traded and other non-publicly traded securities are
estimated using values obtained from independent pricing services or, in the
case of private placements, by discounting expected future cash flows using a
current market interest rate commensurate with the credit quality and term of
the investments. Equity securities primarily consist of investments in common
stocks and limited partnership interests. The fair values of the Company's
investment in common stocks are determined based on quoted market prices, where
available. The fair value of the Company's investments in limited partnership
interests are based on amounts reported by such partnerships to the Company.

Mortgage Loans

The fair values of mortgage loans are estimated by discounting expected
future cash flows, using current interest rates for similar loans to borrowers
with similar credit risk. Loans with similar characteristics are aggregated for
purposes of the calculations. The fair value of mortgages in process of
foreclosure is the estimated fair value of the underlying collateral.

Policy Loans

Policy loans are an integral component of insurance contracts and have no
maturity dates. Management has determined that it is not practicable to estimate
the fair value of policy loans.

Long-term Debt

The fair value of long-term debt at December 31, 1998 was $419.9 million
and is determined based on contractual cash flows discounted at market rates.
The estimated fair values for non-recourse mortgage debt are determined by
discounting contractual cash flows at a rate which takes into account the level
of current market interest rates and collateral risk.

Separate Account Assets and Liabilities

The estimated fair value of assets held in Separate Accounts is based on
quoted market prices. The fair value of liabilities related to Separate Accounts
is the amount payable on demand, which includes surrender charges.

Investment-Type Contracts

The fair values of annuities are based on estimates of the value of
payments available upon full surrender. The fair values of the Company's
liabilities under guaranteed investment contracts are estimated by discounting
expected cash outflows using interest rates currently offered for similar
contracts with maturities consistent with those remaining for the contracts
being valued.

F-32
<PAGE> 91
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

14. REINSURANCE:

Life insurance business is ceded on a yearly renewable term basis under
various reinsurance contracts. The Company's general practice is to retain no
more than $4.0 million of risk on any one person for individual products and
$6.0 million for last survivor products.

The Company has entered into coinsurance agreements with other insurers
related to a portion of its extended term insurance, guaranteed interest
contract and long-term disability claim liabilities and reinsures approximately
50% of its block of paid-up life insurance policies.

The following table summarizes the effect of reinsurance for the years
indicated:

<TABLE>
<CAPTION>
1998 1997 1996
------- ------ ------
($ IN MILLIONS)
<S> <C> <C> <C>
Direct premiums (includes $78.4, $78.1 and $78.2 of accident
and health premiums for 1998, 1997, and 1996,
respectively)............................................. $ 728.7 $871.0 $889.4
Reinsurance Assumed......................................... 5.3 6.2 8.3
Reinsurance ceded (includes $(78.2), $(3.5), and $(3.4) of
accident and health premiums for 1998, 1997, and 1996,
respectively)............................................. (112.3) (38.6) (37.9)
------- ------ ------
Net premiums................................................ $ 621.7 $838.6 $859.8
======= ====== ======
Universal life and investment type product policy fee income
ceded..................................................... $ 8.9 $ 8.8 $ 8.5
======= ====== ======
Policyholders' benefits ceded............................... $ 107.3 $ 69.0 $ 44.6
======= ====== ======
Interest credited to policyholders' account balances
ceded..................................................... $ 6.5 $ 9.9 $ 14.5
======= ====== ======
</TABLE>

The Company is contingently liable with respect to ceded insurance should
any reinsurer be unable to meet its obligations under these agreements. To limit
the possibility of such losses, the Company evaluates the financial condition of
its reinsurers and monitors concentration of credit risk.

Effective December 31, 1997, the Company transferred all of its existing in
force disability income insurance business to a third party reinsurer under an
indemnity reinsurance contract and ceased writing new disability income
insurance business. As a result of this transaction, the Company recorded a loss
before tax of approximately $9.1 million for the year ended December 31, 1997.

15. DEBT:

The Company's debt at December 31, 1998 and 1997 consists of the following
($ in millions):

<TABLE>
<CAPTION>
1998 1997
------ ------
<S> <C> <C>
DEBT:
Surplus Notes............................................... $231.7 $219.6
Real Estate Mortgage Encumbrances........................... 94.6 155.8
Other....................................................... 49.1 48.2
------ ------
$375.4 $423.6
====== ======
</TABLE>

Surplus Notes

On December 31, 1997, the Company issued the MONY Notes in connection with
the Investment Agreement (see Note 2). The MONY Notes have a face amount of
$115.0 million, a coupon rate of interest of 9.5% per annum, and mature on
December 30, 2012. Interest on the MONY Notes is payable semi-

F-33
<PAGE> 92
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

annually and principal is payable at maturity. Payment of interest on the MONY
Notes may only be made upon the prior approval of the New York State
Superintendent of Insurance.

On August 15, 1994, the Company issued Surplus Notes due August 15, 2024
with a face amount of $125.0 million. The notes were issued at a discount of
42.1% from the principal amount payable at maturity, resulting in net proceeds
after issuance expenses of approximately $70.0 million. The amount of such
original issue discount represents a yield of 11.25% per annum for the period
from August 15, 1994 until August 15, 1999. Interest on the notes will not
accrue until August 15, 1999; thereafter, interest on the notes is scheduled to
be paid on February 15 and August 15 of each year, commencing February 15, 2000,
at a rate of 11.25% per annum.

Payment of interest on the notes may only be made upon the prior approval
of the New York State Superintendent of Insurance. The Company amortizes the
discount using the interest method. For the years ended December 31, 1998, 1997,
and 1996, the Company recorded interest expense of $12.1 million, $10.8 million,
and $9.7 million, respectively, related to these notes.

Real Estate Mortgage Encumbrances

The Company has mortgage loans on certain of its real estate properties.
The interest rates on these loans range from 7.9% to 8.7%. Maturities range from
June 2000 to July 2009. For the years ended December 31, 1998, 1997 and 1996,
interest expense on such mortgage loans aggregated $9.0 million, $12.3 million,
and $12.9 million, respectively.

Other

During 1989, the Company entered into a transaction which is accounted for
as a financing arrangement involving certain real estate properties held for
investment. Pursuant to the terms of the agreement, the Company effectively
pledged the real estate properties as collateral for a loan of approximately
$35.0 million bearing simple interest at a rate of 8% per annum. Interest is
cumulative. Periodic interest payments are not required. All principal and
interest are effectively due at the maturity of the obligation (March 30, 2000)
which is subject to extension at the option of the creditor. However, interest
may be paid periodically subject to available cash flow from the real estate
properties. At December 31, 1998 and 1997, the outstanding balance of the
obligation including accrued interest was $42.4 million and $41.3 million,
respectively. Interest expense on the obligation of $3.1 million, $3.0 million,
and $2.9 million is reflected in Other Operating Costs and Expenses on the
statements of income for the years ended December 31, 1998, 1997 and 1996,
respectively.

In 1988, the Company financed one of its real estate properties under a
sales/leaseback arrangement. The facility was sold for $66.0 million, $56.0
million of which was in the form of an interest bearing note receivable and
$10.0 million in cash. The note is due January 1, 2009. The transaction is
accounted for as a financing. Accordingly, the facility remains on the Company's
books and continues to be depreciated. An obligation representing the total
proceeds on the sale was recorded by the Company at the effective date of the
transaction, and is reduced based on payments under the lease. The lease has a
term of 20 years beginning December 21, 1988 and requires minimum annual rental
payments of $7.1 million in 1999, $7.3 million in 2000, $7.4 million in 2001,
$7.6 million in 2002, $7.7 million in 2003 and $41.0 million thereafter. The
Company has the option to renew the lease at the end of the lease term.

Prior to December 31, 1997, the Company had outstanding debt which
represented floating rate notes that were issued by a trust that qualified as a
Real Estate Mortgage Investment Conduit (REMIC) under Section 860 of the
Internal Revenue Code. For the years ended December 31, 1997 and 1996, the
Company recorded interest expense of $0.8 million and $3.3 million,
respectively, related to the REMIC. The weighted

F-34
<PAGE> 93
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

average interest rate on the notes for the years ended December 31, 1997 and
1996 was 5.9%, and 5.8%, respectively.

Prior to December 31, 1997, the Company had outstanding Eurobond debt. For
the years ended December 31, 1997 and 1996 interest expense on the Eurobonds
outstanding aggregated $2.1 million and $18.3 million, respectively. The
weighted average interest rate on such debt for the years ended December 31,
1997 and 1996 was 8.13%, and 8.2%, respectively.

At December 31, 1998, aggregate maturities of long-term debt based on
required principal payments for 1999 and the succeeding four years are $12.2
million, $87.0 million, $35.9 million, $0.5 million, and $0.5 million,
respectively, and $247.6 million thereafter.

16. OFF-BALANCE SHEET RISK AND CONCENTRATION OF CREDIT RISK:

Financial Instruments with Off-Balance Sheet Risk:

Pursuant to a securities lending agreement with a major financial
institution, the Company from time to time lends securities to approved
borrowers. At December 31, 1998 and 1997, securities loaned by the Company under
this agreement had a fair value of approximately $98.9 million and $36.4
million, respectively. The minimum collateral on securities loaned is 102
percent of the market value of the loaned securities. Such securities are marked
to market on a daily basis and the collateral is correspondingly increased or
decreased.

Concentration of Credit Risk:

At December 31, 1998 and 1997, the Company had no single investment or
series of investments with a single issuer (excluding U.S. Treasury securities
and obligations of U.S. government agencies) exceeding 3.5% and 1.9%,
respectively, of total cash and invested assets.

The Company's fixed maturity securities are diversified by industry type.
The industries that comprise 10% or more of the carrying value of the fixed
maturity securities at December 31, 1998 are Non-Government
Asset/Mortgage-Backed of $448.0 million (14.3%), Public Utilities of $412.9
million (13.2%), Consumer Goods and Services of $408.5 million (13.1%) and Other
Manufacturing of $391.3 million (12.5%).

At December 31, 1997 the industries that comprise 10% or more of the
carrying value of the fixed maturity securities were Other Manufacturing of
$804.9 million (13.5%), Public Utilities of $747.9 million (12.6%), Consumer
Goods and Services of $614.6 million (10.3%), Non-Government Asset/Mortgage-
Backed of $608.4 million (10.2%), and Government and Agencies of $607.9 million
(10.2%).

The Company holds below investment grade fixed maturity securities with a
carrying value of $252.0 million at December 31, 1998. These investments consist
mostly of privately issued bonds which are monitored by the Company through
extensive internal analysis of the financial condition of the issuers and which
generally include protective debt covenants. At December 31, 1997, the carrying
value of the Company's investments in below investment grade fixed maturity
securities amounted to $304.3 million.

F-35
<PAGE> 94
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company has significant investments in commercial and agricultural
mortgage loans and real estate (including joint ventures and partnerships). The
locations of property collateralizing mortgage loans and real estate investment
carrying values (in millions) at December 31, 1998 and 1997 are as follows:

<TABLE>
<CAPTION>
1998 1997
------------------ -----------------
<S> <C> <C> <C> <C>
GEOGRAPHIC REGION:
Mountain.............................................. $ 392.5 24.2% $ 591.5 23.2%
West.................................................. 315.8 19.5 399.2 15.7
Southeast............................................. 292.2 18.0 616.3 24.2
Northeast............................................. 261.5 16.1 494.2 19.4
Midwest............................................... 220.7 13.6 253.7 10.0
Southwest............................................. 139.8 8.6 192.3 7.5
-------- ------ -------- -----
$1,622.5 100.0% $2,547.2 100.0%
======== ====== ======== =====
</TABLE>

The states with the largest concentrations of mortgage loans and real
estate investments at December 31, 1998 are: Arizona, $235.3 million (14.5%);
California $179.6 million (11.1%); New York, $140.7 million (8.7%); Georgia,
$96.9 million (6.0%); Illinois, $93.0 million (5.7%); New Jersey, $93.0 million
(5.7%); Texas, $91.1 million (5.6%).

As of December 31, 1998 and 1997, the real estate and mortgage loan
portfolio was also diversified as follows ($ in millions):

<TABLE>
<CAPTION>
1998 1997
------------------ -----------------
<S> <C> <C> <C> <C>
PROPERTY TYPE:
Office buildings...................................... $ 585.4 36.1% $1,092.4 42.9%
Agricultural.......................................... 459.7 28.4 515.0 20.2
Hotel................................................. 264.9 16.3 344.8 13.5
Retail................................................ 164.1 10.1 332.1 13.0
Industrial............................................ 51.0 3.1 111.4 4.4
Other................................................. 72.7 4.5 84.6 3.4
Apartment Buildings................................... 24.7 1.5 66.9 2.6
-------- ------ -------- -----
$1,622.5 100.0% $2,547.2 100.0%
======== ====== ======== =====
</TABLE>

17. COMMITMENTS AND CONTINGENCIES:

(a) In late 1995 and thereafter, a number of purported class actions were
commenced in various state and federal courts against the Company alleging that
the Company engaged in deceptive sales practices in connection with the sale of
whole and/or universal life insurance policies in the 1980s and 1990s. Although
the claims asserted in each case are not identical, they seek substantially the
same relief under essentially the same theories of recovery (i.e. breach of
contract, fraud, negligent misrepresentation, negligent supervision and
training, breach of fiduciary duty, unjust enrichment and/or violation of state
insurance and/or deceptive business practice laws). Plaintiffs in these cases
(including the Goshen case discussed below) seek primarily equitable relief
(e.g., reformation, specific performance, mandatory injunctive relief
prohibiting the Company from canceling policies for failure to make required
premium payments, imposition of a constructive trust and/or creation of a claims
resolution facility to adjudicate any individual issues remaining after
resolution of all class-wide issues) as opposed to compensatory damages,
although they also seek compensatory damages in unspecified amounts. The Company
has answered the complaints in each action (except for one recently filed action
and another being voluntarily held in abeyance), has denied any wrongdoing, and
has asserted numerous affirmative defenses.

F-36
<PAGE> 95
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

On June 7, 1996, the New York State Supreme Court certified the Goshen
case, being the first of the aforementioned class actions filed, as a nationwide
class consisting of all persons or entities who have, or at the time of the
policy's termination had, an ownership interest in a whole or universal life
insurance policy issued by the Company and sold on an alleged "vanishing
premium" basis during the period January 1, 1982 to December 31, 1995. On March
27, 1997, the Company filed a motion to dismiss or, alternatively, for summary
judgment on all counts of the complaint. All of the other putative class actions
(with one exception discussed below) have been consolidated and transferred by
the Judicial Panel on Multidistrict Litigation to the United States District
Court for the District of Massachusetts, or are being voluntarily held in
abeyance pending the outcome of the Goshen case. The Massachusetts District
Court in the multidistrict litigation has entered an order essentially holding
all of the federal cases in abeyance pending the action of the Goshen case. On
October 21, 1997, the New York State Supreme Court granted the Company's motion
for summary judgment and dismissed all claims filed in the Goshen case against
the Company on the merits.

In addition to the matters discussed above, the Company is involved in
various other legal actions and proceedings in connection with its businesses.
The claimants in certain of these actions and proceedings seek damages of
unspecified amounts. During 1996, the Company paid $12.6 million to settle a
number of these claims in the state of Alabama and, accordingly, recorded such
amount in Other Operating Costs and Expenses for the year then ended.

With respect to all of the other aforementioned pending litigation, the
Company recorded a provision, which is reflected in Other Operating Costs and
Expenses, of $10.3 million, $0.0 million, and $27.6 million during the years
ended December 31, 1998, 1997 and 1996, respectively. While the outcome of such
matters cannot be predicted with certainty, in the opinion of management, any
additional liability beyond that recorded in the consolidated financial
statements at December 31, 1998, resulting from the resolution of these matters
will not have a material adverse effect on the Company's consolidated financial
position or results of operations.

Insurance companies are subject to assessments, up to statutory limits, by
state guaranty funds for losses of policyholders of insolvent insurance
companies. In the opinion of management, such assessments will not have a
material adverse effect on the consolidated financial position and the results
of operations of the Company.

The Company maintains two lines of credit with domestic banks totaling
$150.0 million with scheduled renewal dates in September 1999 and September
2003. Under these lines of credit, the Company is required to maintain a certain
statutory tangible net worth and debt to capitalization ratio. The Company has
not borrowed against the lines of credit since their inception.

At December 31, 1998, the Company had commitments to issue $39.2 million of
fixed rate agricultural loans with periodic interest rate reset dates. The
initial interest rates on such loans range from approximately 6.7% to 7.7%. In
addition, the Company had commitments to issue $76.4 million of fixed rate
commercial mortgage loans with interest rates ranging from 7.0% to 8.1%. The
Company had no commitments outstanding to purchase private fixed maturity
securities as of December 31, 1998. At December 31, 1998, the Company had
commitments to contribute capital to its equity partnership investment of $100.8
million.

(b) The order, referred to above, by the New York State Supreme Court on
October 21, 1997 was affirmed by the New York State Appellate Division, First
Department on March 18, 1999. All actions before the United States District
Court for the District of Massachusetts are still pending. In addition, on or
about February 25, 1999, a purported class action was filed against MONY Life
Insurance Company of America ("MLOA") in Kentucky State Court covering
policyholders who purchased individual universal life insurance policies from
MLOA after January 1, 1998 claiming breach of contract and violations of the
Kentucky Consumer Protection Act. On March 26, 1999, MLOA removed that action to
the United States District Court for the Eastern District of Kentucky, requested
the Judicial Panel on multidistrict litigation to transfer

F-37
<PAGE> 96
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

the action to the Judicial Panel of multidistrict litigation for the District of
Massachusetts and sought a stay of further proceedings in the Kentucky District
Court pending a determination on multidistrict transfer. The Company intends
vigorously to defend that litigation. Due to the early stage of this litigation
no determination can be made as to whether the Company will incur any loss with
respect to this matter.

18. STATUTORY FINANCIAL INFORMATION AND REGULATORY RISK-BASED CAPITAL:

Financial statements of the Company prepared in accordance with SAP for
filing with the New York State Insurance Department (the "Department") differ
from financial statements of the Company prepared in accordance with GAAP. The
principal differences result from the following: (i) subsidiaries are generally
accounted for under the equity method of accounting under SAP, whereas
subsidiaries in which the Company has a majority voting interest are
consolidated under GAAP; (ii) acquisition costs are charged to operations as
incurred under SAP rather than being amortized over the expected life of the
contracts under GAAP; (iii) certain assets designated as "non-admitted assets"
are charged directly to statutory surplus under SAP but are reflected as assets
under GAAP; (iv) federal income taxes are provided only on taxable income for
which income taxes are currently payable under SAP, whereas under GAAP deferred
income taxes are recognized; (v) an interest maintenance reserve ("IMR") and
asset valuation reserve ("AVR") are computed based on specific statutory
requirements and recorded under SAP, whereas under GAAP, such reserves are not
recognized; (vi) surplus notes are reported in statutory surplus under SAP,
whereas under GAAP, such notes are recorded as a liability; (vii) premiums for
universal life and investment-type products are recognized as revenue when due
under SAP, whereas under GAAP, such amounts are recorded as deposits and not
included in the Company's revenues; (viii) future policy benefit reserves are
based on specific statutory requirements regarding mortality and interest,
without consideration of withdrawals, and are reported net of reinsurance under
SAP, whereas, under GAAP, such reserves are calculated using a net level premium
method based on actuarial assumptions equal to guaranteed mortality and dividend
fund interest rates and are reported gross of reinsurance; (ix) investments in
bonds and redeemable preferred stocks are generally carried at amortized cost
under SAP, whereas under GAAP, such investments are classified as "available for
sale" and reported at estimated fair value; (x) pension expense for the
Company's qualified defined benefit pension plan is recognized when pension
contributions are deductible for federal income tax purposes, whereas under
GAAP, such expense is recognized over the service period for all eligible
employees; (xi) postretirement benefits are recognized for vested employees and
current retirees under SAP, whereas under GAAP, such expenses are recognized
over the service period for all eligible employees; (xii) methods used for
calculating real estate and mortgage loan impairments, valuation allowances, and
real estate depreciation under GAAP are different from those permitted under
SAP; and (xiii) certain contracts with reinsurers are accounted for as
reinsurance under SAP, whereas under GAAP, such contracts are accounted for as
deposits ("financial reinsurance").

MONY Life is restricted as to the amounts it may pay as dividends to the
MONY Group. Under the New York Insurance Law, the New York Superintendent has
broad discretion to determine whether the financial condition of a stock life
insurance company would support the payment of dividends to its shareholders.
The New York Insurance Department has established informal guidelines for the
Superintendent's determinations which focus upon, among other things, the
overall financial condition and profitability of the insurer under statutory
accounting practices.

F-38
<PAGE> 97
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Set forth below are reconciliations of the Company's combined capital and
surplus and the net change in capital and surplus, determined in accordance with
SAP, with its equity and net income reported in accordance with GAAP as of and
for each year ended December 31, 1998, 1997, and 1996, respectively.

<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
($ IN MILLIONS)
<S> <C> <C> <C>
Capital and surplus......................................... $1,015.8 $ 835.4 $ 703.5
AVR......................................................... 341.8 348.6 317.7
-------- -------- --------
Capital and surplus, and AVR................................ 1,357.6 1,184.0 1,021.2
Adjustments:
Future policy benefits and policyholders' account
balances............................................... (254.8) (386.5) (356.8)
Deferred policy acquisition costs......................... 439.7 1,007.1 1,095.2
Valuation of investments:
Real estate............................................ (182.1) (343.9) (372.7)
Mortgage loans......................................... (30.9) (77.1) (91.2)
Fixed maturity securities.............................. 55.8 154.4 39.9
Other.................................................. 25.8 12.0 12.7
Deferred federal income taxes............................. 12.4 (6.6) (42.6)
Reinsurance............................................... (106.7) (108.7) (141.0)
Surplus notes............................................. (231.7) (219.6) (93.8)
Pension and postretirement benefits....................... 89.4 71.3 66.2
Non-admitted assets....................................... 95.3 51.5 40.8
Other, net................................................ (10.0) (17.3) (7.4)
Closed Block:
Investments............................................... 123.1 -- --
Future Policy Benefits and Policyholders' account
balance................................................ (130.5) -- --
Deferred Policy Acquisition costs......................... 554.6 -- --
Deferred Federal income taxes............................. (61.2) -- --
Other..................................................... (18.7) -- --
-------- -------- --------
GAAP Equity................................................. $1,727.1 $1,320.6 $1,170.5
======== ======== ========

Net change in capital and surplus........................... $ 180.4 $ 131.9 $ 14.5
Change in AVR............................................... (6.8) 30.9 32.4
-------- -------- --------
Net change in capital and surplus, and AVR.................. 173.6 162.8 46.9
Adjustments:
Future policy benefits and policyholders' account
balances............................................... 1.2 (29.7) (9.9)
Reinsurance............................................... 2.0 32.3 5.3
Deferred policy acquisition costs......................... (6.5) (40.2) (12.9)
Valuation of investments
Real estate............................................ 161.8 28.8 12.0
Mortgage loans......................................... 8.0 14.1 15.0
Fixed maturity securities.............................. (13.8) 8.6 (13.6)
Other.................................................. 2.8 6.3 (2.0)
Deferred federal income taxes............................. (13.7) 53.4 35.3
Issuance of surplus notes................................. -- (115.0) --
Amortization of discount on surplus notes................. (12.1) (10.8) (9.7)
Pension and postretirement benefits....................... 18.1 5.1 (4.1)
</TABLE>

F-39
<PAGE> 98
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
($ IN MILLIONS)
<S> <C> <C> <C>
Capital contribution...................................... (221.9) -- --
Policy credits............................................ 13.2 -- --
Change in non-admitted assets............................. 43.8 10.7 0.9
Other, net................................................ 7.0 (9.3) (6.7)
-------- -------- --------
Net income.................................................. $ 163.5 $ 117.1 $ 56.5
======== ======== ========
</TABLE>

The difference between statutory basis "net income" and the "net change in
capital and surplus, and AVR" reflected in the reconciliation above primarily
relates to the AVR, unrealized gains (losses) on equity securities, reinsurance
gains, and certain contingency provisions which for statutory reporting purposes
are charged directly to surplus and are not reflected in statutory basis net
income. The combined statutory net income reported by the Company for the years
ended December 31, 1998, 1997, and 1996 was $9.7 million, $88.5 million, and
$62.7 million, respectively.

In March 1998, the National Association of Insurance Commissioners ("NAIC")
voted to adopt its Codification of Statutory Accounting Principles project
(referred to hereafter as "codification"). Codification is a modified form of
statutory accounting principles that will result in changes to the current NAIC
Accounting Practices and Procedures Manual applicable to insurance enterprises.
Although adoption of codification by all states is not a certainty, the NAIC has
recommended that all states enact codification as soon as practicable with an
effective date of January 1, 2001. It is currently anticipated that codification
will become an NAIC state accreditation requirement starting in 2002. In
addition, the American Institute of Certified Public Accountants and the NAIC
have agreed to continue to allow the use of certain permitted accounting
practices when codification becomes effective in 2001. Any accounting
differences from codification principles, however, must be disclosed and
quantified in the footnotes to the audited financial statements. Therefore,
codification will likely result in changes to what are currently considered
prescribed statutory insurance accounting practices.

Each insurance company's state of domicile imposes minimum risk-based
capital requirements. The formulas for determining the amount of risk-based
capital specify various weighting factors that are applied to financial balances
or various levels of activity based on the perceived degree of risk. Regulatory
compliance is determined by a ratio of the Company's regulatory total adjusted
capital, as defined by the NAIC, to its authorized control level risk-based
capital, as defined by the NAIC. Companies below specific trigger points or
ratios are classified within certain levels, each of which requires specified
corrective action. Each of the Company's insurance subsidiaries exceed the
minimum risk based capital requirements.

As part of their routine regulatory oversight, the Department recently
completed an examination of MONY for each of the five years in the period ended
December 31, 1996, and the Arizona State Insurance Department recently completed
an examination of MONY's wholly owned life insurance subsidiary, MONY Life
Insurance Company of America, for each of the three years in the period ended
December 31, 1996. The reports did not cite any matter which would result in a
material effect on the Company's financial condition or results of operations.

F-40
<PAGE> 99
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

19. CLOSED BLOCK -- SUMMARY FINANCIAL INFORMATION

Summarized financial information of the Closed Block as of December 31,
1998 and November 16, 1998 (date of establishment) and for the period from
November 16, 1998 through December 31, 1998 is presented below:

<TABLE>
<CAPTION>
DECEMBER 31, NOVEMBER 16,
1998 1998
------------ ------------
($ IN MILLIONS)
<S> <C> <C>
ASSETS:
Fixed Maturities:
Available for sale, at estimated fair value (amortized
cost, $3,423.0 and $3,433.9)........................... $3,574.0 $3,586.5
Mortgage loans on real estate............................... 431.7 464.9
Policy loans................................................ 1,208.4 1,205.7
Cash and cash equivalents................................... 134.4 46.9
Premiums receivable......................................... 16.8 17.9
Deferred policy acquisition costs........................... 554.6 562.3
Other assets................................................ 241.3 249.2
-------- --------
Total Closed Block assets......................... $6,161.2 $6,133.4
======== ========
LIABILITIES:
Future policy benefits...................................... $6,715.6 $6,681.8
Policyholders' account balances............................. 298.0 296.4
Other policyholders' liabilities............................ 163.5 171.3
Other liabilities........................................... 113.6 109.7
-------- --------
Total Closed Block liabilities.................... $7,290.7 $7,259.2
======== ========
</TABLE>

<TABLE>
<CAPTION>
NOVEMBER 16,
1998 THROUGH
DECEMBER 31,
1998
---------------
($ IN MILLIONS)
<S> <C>
REVENUES:
Premiums.................................................... $100.1
Net investment income....................................... 46.6
Net realized gains (losses) on investments.................. 2.4
Other Income................................................ 0.6
------
Total revenues.................................... 149.7
------
BENEFITS AND EXPENSES:
Benefits to policyholders................................... 110.0
Interest credited to policyholders' account balances........ 1.0
Amortization of deferred policy acquisition costs........... 9.0
Dividends to policyholders.................................. 22.4
Other operating costs and expenses.......................... 1.6
------
Total benefits and expenses....................... $144.0
------
Contribution from the Closed Block.......................... $ 5.7
======
</TABLE>

F-41
<PAGE> 100
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

At December 31, 1998 and November 16, 1998, there were no adjustments in
the value of fixed maturity securities in the Closed Block deemed to be other
that temporary or fixed maturities which have been non-income producing for the
twelve months preceding such date.

At December 31, 1998 and November 16, 1998, there were no problem fixed
maturities which were restructured.

The amortized cost and estimated fair value of fixed maturity securities in
the Closed Block, by contractual maturity dates, (excluding scheduled sinking
funds) as of December 31, 1998 are as follows ($ in millions):

<TABLE>
<CAPTION>
AMORTIZED ESTIMATED
COST FAIR VALUE
--------- ----------
<S> <C> <C>
Due in one year or less..................................... $ 47.0 $ 47.4
Due after one year through five years....................... 868.3 887.6
Due after five years through ten years...................... 1,443.4 1,524.8
Due after ten years......................................... 565.0 605.2
-------- --------
Subtotal.......................................... 2,923.7 3,065.0
Mortgage and asset backed securities........................ 499.3 509.0
-------- --------
$3,423.0 $3,574.0
======== ========
</TABLE>

Mortgage loans on real estate in the Closed Block at December 31, 1998 and
November 16, 1998 consist of the following ($ in millions):

<TABLE>
<CAPTION>
DECEMBER 31, NOVEMBER 16,
1998 1998
------------ ------------
<S> <C> <C>
Commercial mortgage loans................................... $382.0 $395.7
Agricultural and other loans................................ 73.3 93.9
------ ------
Subtotal.......................................... 455.3 489.6
Less: valuation allowances.................................. 23.6 24.7
------ ------
Mortgage loans, net of valuation allowances................. $431.7 $464.9
====== ======
</TABLE>

An analysis of the valuation allowances for the period from November 16,
1998 through December 31, 1998 is as follows ($ in millions):

<TABLE>
<S> <C>
Beginning balance, November 16, 1998........................ $24.7
Increase (decrease) in allowance............................ (0.8)
Reduction due to pay downs and pay offs..................... (0.3)
-----
Balance, December 31, 1998.................................. $23.6
=====
</TABLE>

F-42
<PAGE> 101
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Impaired mortgage loans along with related valuation allowances were as
follows as of December 31, 1998 ($ in millions):

Investment in impaired mortgage loans (before valuation allowances):

<TABLE>
<S> <C>
Loans that have valuation allowances........................ $117.9
Loans that do not have valuation allowances................. 31.1
------
Subtotal.......................................... 149.0
Valuation allowances........................................ (17.5)
------
Impaired mortgage loans, net of valuation allowances........ $131.5
======
</TABLE>

During the period from November 16, 1998 through December 31, 1998, the
Closed Block's average recorded investment in impaired mortgage loans was
approximately $138.3 million and the Closed Block recognized $1.8 million of
interest income on impaired loans.

At December 31, 1998 the carrying values of mortgage loans in the Closed
Block which were non-income producing for the twelve months preceding such date
was $0.5 million, respectively.

At December 31, 1998, the Closed Block had restructured mortgage loans of
$54.8 million. Interest income of $0.7 million was recognized on such loans
during the period from November 16, 1998 through December 31, 1998. Gross
interest income on these loans that would have been recorded in accordance with
the original terms of such loans amounted to approximately $0.8 million.

20. SEGMENT INFORMATION:

The Company's business activities consist of the following: protection
product operations, accumulation product operations, mutual fund operations,
securities broker-dealer operations, insurance brokerage operations, and certain
insurance lines of business no longer written by the Company (the "run-off
businesses"). These business activities represent the Company's operating
segments. Except as discussed below, these segments are managed separately
because they either provide different products or services, are subject to
different regulation, require different strategies, or have different technology
requirements.

Management considers the Company's mutual fund operations to be an integral
part of the products offered by the Company's accumulation products segment,
since substantially all the mutual funds sold by the Company are offered
through, and in conjunction with, the products marketed by the accumulation
products segment. Accordingly, for management purposes (including, performance
assessment and making decisions regarding the allocation of resources), the
Company aggregates its mutual fund operations with its accumulation products
segment.

Of the aforementioned segments, only the protection products segment and
the accumulation products segment qualify as reportable segments in accordance
with FASB Statement No. 131. All of the Company's other segments are combined
and reported in an other products segment.

Products comprising the protection products segment primarily include a
wide range of individual life insurance products, including: permanent and last
survivor whole life, term life, universal life, variable universal life, group
life, and group universal life. In addition, included in the protection products
segment are: (i) the assets and liabilities transferred pursuant to the Group
Pension Transaction, as well as the Group

F-43
<PAGE> 102
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Pension Profits (see Note 9), (ii) the Closed Block assets and liabilities, as
well as the Contribution from the Closed Block, and (iii) the Company's
disability income insurance business. Products comprising the accumulation
products segment primarily include fixed annuities, non-participating interest
sensitive products (including; single premium deferred annuities, flexible
premium deferred annuities, immediate annuities, and flexible premium variable
annuities), proprietary mutual funds, investment management services, and
certain other financial services products. The Company's other products segment
primarily consists of the securities broker-dealer operation, the insurance
brokerage operation, and the run-off businesses. The securities broker-dealer
operation markets the Company's proprietary investment products and, in
addition, provides customers of the Company's protection and accumulation
products access to other non-proprietary investment products (including stocks,
bonds, limited partnership interests, tax-exempt unit investment trusts and
other investment securities). The insurance brokerage operation provides the
Company's field agency force with access to life, annuity, small group health
and specialty insurance products written by other carriers to meet the insurance
and investment needs of its customers. The run-off businesses primarily consist
of group life and health business, as well as group pension business that was
not included in the Group Pension Transaction (see Note 9).

Set forth in the table below is certain financial information with respect
to the Company's operating segments as of and for each of the years ended
December 31, 1998, 1997 and 1996, as well as amounts not allocated to the
segments. Except for various allocations discussed below, the accounting
policies of the segments are the same as those described in the summary of
significant accounting policies. The Company evaluates the performance of each
operating segment based on profit or loss from operations before income taxes
and nonrecurring items (e.g. items of an unusual or infrequent nature). The
Company does not allocate certain nonrecurring items to the segments. In
addition, all segment revenues are from external customers.

Assets have been allocated to the segments in amounts sufficient to support
the associated liabilities of each segment. In addition, capital is allocated to
each segment in amounts sufficient to maintain a targeted regulatory risk-based
capital ("RBC") level for each segment (see Note 18). Allocations of net
investment income and net realized gains on investments were based on the amount
of assets allocated to each segment. Other costs and operating expenses were
allocated to each of the segments based on: (i) a review of the nature of such
costs, (ii) time studies analyzing the amount of employee compensation costs
incurred by each segment, and (iii) cost estimates included in the Company's
product pricing. Substantially all non-cash transactions and impaired real
estate (including real estate acquired in satisfaction of debt) have been
allocated to the Protection Products segment (see Note 4).

Amounts reported as "unallocated amounts" in the table below primarily
relate to: (i) contracts issued by MONY Life relating to its employee benefit
plans, (ii) expenses incurred in 1996 and 1995 relating to settlements and
reserves for various lawsuits and legal disputes, including lawsuits against the
Company alleging market conduct improprieties (see Note 17), and (iii) expenses
incurred in 1996 in connection with special termination benefits paid to certain
employees under an early retirement program (see Note 6).

SEGMENT SUMMARY FINANCIAL INFORMATION

<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
($ IN MILLIONS)
<S> <C> <C> <C>
PREMIUMS:
Protection Products....................................... $ 602.2 $ 817.0 $ 837.4
Accumulation Products..................................... 2.6 5.0 4.2
Other Products............................................ 16.9 16.6 18.2
--------- --------- ---------
$ 621.7 $ 838.6 $ 859.8
========= ========= =========
</TABLE>

F-44
<PAGE> 103
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
($ IN MILLIONS)
<S> <C> <C> <C>
UNIVERSAL LIFE AND INVESTMENT-TYPE PRODUCT POLICY FEES:
Protection Products....................................... $ 86.2 $ 74.9 $ 63.4
Accumulation Products..................................... 64.1 50.9 36.6
Other Products............................................ 1.3 1.5 0.9
--------- --------- ---------
$ 151.6 $ 127.3 $ 100.9
========= ========= =========
NET INVESTMENT INCOME AND NET REALIZED GAINS (LOSSES) ON
INVESTMENTS:
Protection Products....................................... $ 655.5 $ 611.9 $ 605.3
Accumulation Products..................................... 136.3 131.4 144.0
Other Products............................................ 63.0 59.9 74.6
Unallocated amounts....................................... 2.2 1.9 3.6
--------- --------- ---------
$ 857.0 $ 805.1 $ 827.5
========= ========= =========
OTHER INCOME:
Protection Products(1)(7)................................. $ 85.5 $ 94.9 $ 87.7
Accumulation Products..................................... 72.8 52.1 32.2
Other Products............................................ 61.1 53.1 52.2
Unallocated amounts....................................... 5.7 5.3 4.7
--------- --------- ---------
$ 225.1 $ 205.4 $ 176.8
========= ========= =========
AMORTIZATION OF DEFERRED POLICY ACQUISITION COSTS:
Protection Products....................................... $ 92.4 $ 146.8 $ 135.0
Accumulation Products..................................... 29.6 34.4 23.2
--------- --------- ---------
$ 122.0 $ 181.2 $ 158.2
========= ========= =========
BENEFITS TO POLICYHOLDERS:(2)
Protection Products....................................... $ 663.4 $ 821.1 $ 854.0
Accumulation Products..................................... 79.6 92.5 102.8
Other Products............................................ 41.6 45.2 54.1
Unallocated amounts....................................... 7.9 7.2 8.2
--------- --------- ---------
$ 792.5 $ 966.0 $ 1,019.1
========= ========= =========
OTHER OPERATING COSTS AND EXPENSES:
Protection Products....................................... $ 287.1 $ 281.0 $ 276.3
Accumulation Products..................................... 84.4 66.3 52.8
Other Products............................................ 80.2 66.2 81.9
Unallocated amounts....................................... 0.0 3.7 44.8
--------- --------- ---------
$ 451.7 $ 417.2 $ 455.8
========= ========= =========
INCOME BEFORE INCOME TAXES:
Protection Products....................................... $ 193.7 $ 129.0 $ 101.2
Accumulation Products..................................... 80.5 44.1 35.9
Other Products............................................ 19.2 18.3 8.1
Unallocated amounts....................................... 0.0 (3.7) (44.7)
--------- --------- ---------
$ 293.4 $ 187.7 $ 100.5
========= ========= =========
</TABLE>

F-45
<PAGE> 104
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
($ IN MILLIONS)
<S> <C> <C> <C>
ASSETS:
Protection Products(3)(8)................................. $16,578.7 $15,776.5 $15,158.5
Accumulation Products..................................... 6,171.3 5,757.9 4,747.2
Other Products............................................ 1,256.2 1,234.2 1,417.1
Unallocated amounts....................................... 890.9 842.7 820.7
--------- --------- ---------
$24,897.1 $23,611.3 $22,143.5
========= ========= =========
DEFERRED POLICY ACQUISITION COSTS:
Protection Products(9).................................... $ 857.6 $ 874.1 $ 961.8
Accumulation Products..................................... 136.7 133.0 133.4
--------- --------- ---------
$ 994.3 $ 1,007.1 $ 1,095.2
========= ========= =========
POLICYHOLDERS' LIABILITIES:
Protection Products(4)(10)................................ $10,267.0 $10,105.7 $ 9,996.2
Accumulation Products..................................... 1,318.6 1,416.1 1,601.7
Other Products............................................ 455.6 513.4 542.4
Unallocated amounts....................................... 17.4 16.5 88.3
--------- --------- ---------
$12,058.6 $12,051.7 $12,228.6
========= ========= =========
SEPARATE ACCOUNT LIABILITIES:(5)
Protection Products(6).................................... $ 4,056.8 $ 3,720.1 $ 3,393.0
Accumulation Products..................................... 4,452.6 4,002.6 2,851.4
Other Products............................................ 621.9 547.7 625.6
Unallocated amounts....................................... 776.4 736.0 650.4
--------- --------- ---------
$ 9,907.7 $ 9,006.4 $ 7,520.4
========= ========= =========
</TABLE>

- ---------------
(1) Includes Group Pension Profits of $56.8 million, $60.0 million and $59.5
million for the years ended December 31, 1998, 1997 and 1996, respectively.
(See Note 9).

(2) Includes interest credited to policyholders' account balances.

(3) Includes assets transferred in the Group Pension Transaction of $5,751.8
million, $5,714.9 million and $5,627.6 million as of December 31, 1998,
1997 and 1996, respectively.

(4) Includes policyholders' liabilities transferred in the Group Pension
Transaction of $1,824.9 million, $1,991.0 million and $2,158.1 million as
of December 31, 1998, 1997 and 1996 respectively.

(5) Each segment includes separate account assets in an amount not less than
the corresponding liability reported.

(6) Includes separate account liabilities transferred in the Group Pension
Transaction of $3,829.6 million, $3,614.0 million and $3,358.3 million as
of December 31, 1998, 1997 and 1996, respectively.

(7) Includes $5.7 million relating to the Contribution from the Closed Block
for the period from November 16, 1998 through December 31, 1998 (see Note 3
and Note 19).

(8) Includes Closed Block assets of $6,161.2 million as of December 31, 1998
(see Note 3 and Note 19).

(9) Includes deferred policy acquisition costs allocated to the Closed Block of
$554.6 million as of December 31, 1998 (see Note 3 and Note 19).

(10) Includes Closed Block policyholders' liabilities of $7,177.1 million as of
December 31, 1998 (see Note 3 and Note 19).

F-46
<PAGE> 105
MONY LIFE INSURANCE COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Substantially all of the Company's revenues are derived in the United
States. Revenue derived from outside the United States is not material and
revenue derived from any single customer does not exceed 10 percent of total
consolidated revenues.

21. PRO FORMA INFORMATION (UNAUDITED)

The unaudited pro forma earnings information give effect to the Transaction
as if it occurred January 1, 1998. Accordingly, pro forma earnings reflects the
elimination of demutualization expenses, which were assumed to have been fully
incurred prior to January 1, 1998, and the elimination of the differential
earnings (surplus) tax applied to mutual life insurance companies. MONY Life is
no longer subject to the differential earnings (surplus) tax as a stock life
insurance company.

The unaudited pro forma information is provided for information purposes
only and should not be construed to be indicative of the Company's consolidated
results of operation had the Transaction been consummated on the date assumed,
and does not in any way represents a projection or forecast of the Company's
consolidated results of operations as of any date for any future period.

The pro forma revenue and expenses of the Closed Block for the year ended
December 31, 1998, based on certain estimates and assumption that management
believes are reasonable, as if The Closed Block had been established on January
1, 1998, are summarized below:

<TABLE>
<S> <C>
Premiums.................................................... $ 643.9
Net Investment income....................................... 373.8
Net realized gain on investment............................. 10.2
Other income................................................ 1.9
--------
Total Revenue............................................. 1,029.8
--------
Benefits to policyholders................................... 665.4
Interest credited to policyholders' account balances........ 8.7
Amortization of deferred policy acquisition costs........... 78.8
Dividends to policyholders.................................. 214.9
Other operating cost and expenses........................... 9.8
--------
Total Benefits and Expenses............................... 977.6
--------
Contribution from the Closed Block..................... $ 52.2
========
</TABLE>

F-47
<PAGE> 106

PART C

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(A) The following Financial Statements are to be filed by Amendment:

(1) With respect to MONY Variable Account A

No financial statements for MONY Variable Account A are included because
although the MONY Variable Account A commenced operations in 1990, the
subaccounts available to policyholders had not commenced operations as of
December 31, 1998.

(2) With respect to MONY Life Insurance Company:

(a) Report of Independent Accountants

(b) Consolidated balance sheets as of December 31, 1998 and 1997

(d) Consolidated statements of changes in shareholder's equity for the
years ended December 31, 1998, 1997 and 1996

(e) Consolidated statements of cash flows for the years ended December
31, 1998, 1997 and 1996

(f) Notes to consolidated financial statements.

(B) Exhibits

(1) Resolutions of Board of Trustees of The Mutual Life Insurance Company
of New York ("Company") authorizing the establishment of MONY Variable Account A
("Variable Account"), adopted November 28, 1990, filed as Exhibit (1) to
Pre-Effective Amendment No. 1 to Registration Statement (Registration Nos.
33-37722 and 811-6216) dated December 17, 1990, are incorporated herein by
reference.

(2) Not applicable.

(3) (a) Underwriting Agreement between MONY Securities Corporation, The
Mutual Life Insurance Company of New York, and MONY Series Fund, Inc. filed as
Exhibit (3)(a) to Registration Statement (Registration No. 33-37718) dated
November 9, 1990, is incorporated herein by reference.

(b) Specimen Agreement with Registered Representatives filed as
Exhibit 3(b) to PreEffective Amendment No. 1, to Registration Statement
(Registration Nos. 33-37722 and 811-6216) dated December 17, 1990, is
incorporated herein by reference.

(c) Specimen Agreement (Career Contract) between the Company and
selling agents (with Commission Schedule), filed as Exhibit 3(c) to
Registration Statement Nos. 33-18626 and 811-5394, dated November 20, 1987,
is incorporated herein by reference.

(4) Proposed forms of Flexible Payment Variable Annuity Contracts is filed
herewith as Exhibit (4).

(5) Proposed form of Application for Flexible Payment Variable Annuity
Contract (included in Exhibit 4).

(6) Amended and Restated Charter and Amended and Restated By-Laws of MONY
Life Insurance Company filed as Exhibit 1.(6) to Registration Statement
(Registration Nos. 333-71417 and 811-6217) dated January 29, 1999 is
incorporated herein by reference.

(7) Not applicable.

(8) Not applicable.

(9) Opinion and Consent of Frederick C. Tedeschi, as Vice President and
Chief Counsel -- Operations is filed herewith as Exhibit (9).

II-1
<PAGE> 107

(10) Consent of PricewaterhouseCoopers LLP, Independent Accountants for
MONY Variable Account A. Consent of PricewaterhouseCoopers LLP, Independent
Accountants for MONY Life Insurance Company is filed herewith as Exhibit (10).

(11) Not applicable.

(12) Not applicable.

(13) Calculation of Performance Data.

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

1. TRUSTEES

CLAUDE M. BALLARD Limited Partner, Goldman, Sachs & Company, New York, N.Y.

TOM H. BARRETT Former Chairman of the Board, President & Chief Executive
Officer, The Goodyear Tire & Rubber Company, Akron, Ohio.

DAVID L. CALL Ronald P. Lynch Dean Emeritus, Cornell University, College of
Agriculture and Life Sciences, Ithaca, New York.

G. ROBERT DURHAM Retired Chairman and Chief Executive Officer, Walter
Industries, Inc., Tampa, Florida and Retired Chairman and Chief Executive
Officer, Phelps Dodge Corporation.

JAMES B. FARLEY Retired Chairman and Chief Executive Office, MONY.

ROBERT HOLLAND, JR. President and Chief Executive Officer, WorkPlace
Integrators

JAMES L. JOHNSON Chairman Emeritus, GTE Corporation, Stamford, Connecticut.

ROBERT R. KILEY President and Chief Executive Officer, The New York City
Partnership and Chamber of Commerce, Inc., New York, NY.

JOHN R. MEYER Emeritus Professor, Harvard University, Cambridge,
Massachusetts.

PAUL A. MILLER Chairman of the Executive Committee, Pacific Enterprises,
Los Angeles, California.

JANE C. PFEIFFER Management Consultant, Greenwich, Connecticut.

THOMAS C. THEOBALD Managing Director, William Blair Capital Partners,
L.L.C., Chicago, Illinois, Chicago, Illinois.

2. OFFICER-DIRECTORS

MICHAEL I. ROTH, Director, Chairman and Chief Executive Officer, The MONY
Group Inc.; Director, Chairman and Chief Executive Officer, MONY; Director,
Chairman of the Board, and Chief Executive Officer, MONY Life Insurance Company
of America; Director, MONY CS, Inc., and 1740 Advisers, Inc.

SAMUEL J. FOTI, Director, President and Chief Operating Officer, The MONY
Group Inc.; Director, President and Chief Operating Officer, MONY; Director,
President and Chief Operating Officer, MONY Life Insurance Company of America;
Director, MONY Brokerage, Inc., Director and Chairman, MONY International
Holdings, Inc., MONY Life Insurance Company of the Americas, Ltd., and MONY Bank
& Trust Company of the Americas, Ltd.

KENNETH M. LEVINE, Director, Executive Vice President and Chief Investment
Officer, The MONY Group Inc.; Director, Executive Vice President and Chief
Investment Officer, MONY; Director, Chairman, and President, MONY Series Fund,
Inc.; Director and Executive Vice President, MONY Life Insurance Company of
America; Director, 1740 Advisers, Inc., MONY Funding, Inc., MONY Realty
Partners, Inc., and 1740 Ventures, Inc.

II-2
<PAGE> 108

3. OTHER OFFICERS

THOMAS J. CONKLIN, Senior Vice President and Secretary, The MONY Group
Inc.; Senior Vice President and Secretary, MONY.

RICHARD E. CONNORS, Senior Vice President, MONY; Director, MONY Life
Insurance Company of America.

RICHARD DADDARIO, Executive Vice President and Chief Financial Officer, The
MONY Group Inc.; Executive Vice President and Chief Financial Officer, MONY;
Vice President, MONY Advisers, Inc.; Director, Vice President and Controller,
MONY Life Insurance Company of America.

PHILLIP A. EISENBERG, Senior Vice President and Chief Actuary, MONY;
Director and Vice President, MONY Life Insurance Company of America.

STEPHEN J. HALL, Senior Vice President, MONY; Director, MONY Life Insurance
Company of America.

RICHARD E. MULROY, JR., Senior Vice President and General Counsel, The MONY
Group Inc.; Senior Vice President and General Counsel, Mony.

FRANCIS J. WALDRON, Senior Vice President, MONY.

DAVID V. WEIGEL, Vice President-Treasurer, The MONY Group Inc.; Vice
President -- Treasurer, MONY; Vice President and Treasurer, MONY Credit
Corporation, MONY Realty Partners, Inc., and 1740 Ventures, Inc.; Treasurer,
1740 Advisers, Inc., MONY Life Insurance Company of America, MONY Series Fund,
Inc., MONY Brokerage, Inc., MONY-Rockville/GP, Inc., MONY Bloomfield Hills,
Inc., and MONY Funding, Inc.

For more than the past five years, the principal occupation of each of the
officers listed above has been an officer of MONY.

The business address for all officers and officer-directors of the Company
is 1740 Broadway, New York, New York 10019.

ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT.

The following is a diagram showing all corporations directly or indirectly
controlled by or under common control with the Company, showing the state or
other sovereign power under the laws of which each is organized and the
percentage ownership of voting securities giving rise to the control
relationship. (See diagram on following page.) Omitted from the diagram are
subsidiaries of the Company that, considered in the aggregate, would not
constitute a "significant subsidiary" (as that term is defined in Rule 8b-2
under Section 8 of the Investment Company Act of 1940) of the Company.

II-3
<PAGE> 109

[ORGANIZATIONAL CHART-DECEMBER 31, 1998]

II-4
<PAGE> 110

ITEM 27. NUMBER OF CERTIFICATE OWNERS:

As of December 31, 1998, MONY Variable Account A had 12,160 owners of
contracts.

ITEM 28. INDEMNIFICATION

The Amended and Restated By-Laws of MONY Life Insurance Company provide, in
Article XV as follows:

Each person (and the heirs, executors and administrators of such person)
made or threatened to be made a party to any action, civil or criminal, by
reason of being or having been a director, officer, or employee of the
corporation (or by reason of serving any other organization at the request of
the corporation) shall be indemnified to the extent permitted by the law of the
State of New York and in the manner prescribed therein. To this end, and as
authorized by Section 722 of the Business Corporation Law of the State of New
York, the Board may adopt all resolutions, authorize all agreements and take all
actions with respect to the indemnification of directors and officers, and the
advance payment of their expenses in connection therewith.

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 for such
liabilities (other than the payment by the Registrant of expense 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) MONY Securities Corporation ("MSC"), a wholly-owned subsidiary of MONY
Life Insurance Company ("MONY"), is the principal underwriter of the Registrant
and also acts as principal underwriter for MONY Series Fund, Inc. (the "Fund").
MONY acts as sub-investment adviser to the Fund through a services agreement.

(b) The names, titles, and principal business addresses of the officers of
MSC are listed on Schedule A of Form BD for MSC (Registration No. 8-15289)
(originally filed on behalf of MONY Sales, Inc. on November 23, 1969) and Form
U-4 filed by each individual officer, the text of which is hereby incorporated
by reference.

(c) No commissions or other compensation was received by the principal
underwriter, directly or indirectly, from or MONY Variable Account A during
fiscal year 1998 and 1997.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

Accounts, books, and other documents required to be maintained by Section
31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder
are maintained by MONY Life Insurance Company, in whole or in part, at its
principal offices at 1740 Broadway, New York, New York 10019 or at its
Operations Center at 1 MONY Plaza, Syracuse, New York 13202.

ITEM 31. MANAGEMENT SERVICES

Not applicable.

II-5
<PAGE> 111

ITEM 32. UNDERTAKINGS

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

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

REPRESENTATIONS RELATING TO SECTION 26 OF
THE INVESTMENT COMPANY ACT OF 1940

Registrant and MONY Life Insurance Company represent that the fees and
charges deducted under the Contract, in the aggregate, are reasonable in
relation to the expenses expected to be incurred, and the risks assumed by MONY
Life Insurance Company.

II-6
<PAGE> 112

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, MONY Variable Account A, has
duly caused this Pre-Effective Amendment No. 1 to the Registration Statement to
be signed on its behalf by the undersigned thereunto duly authorized, in the
City of New York, State of New York, on this 16 day of April, 1999 and
Registrant hereby certifies that the requirements of Rule 485(b) have been met.

MONY VARIABLE ACCOUNT A
(Registrant)

MONY LIFE INSURANCE COMPANY
(Depositor)

By: /s/ MICHAEL I. ROTH
------------------------------------
Michael I. Roth, Director,
Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to the Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ MICHAEL I. ROTH Director, Chairman and Chief April 16, 1999
- --------------------------------------------------- Executive Officer
Michael I. Roth

/s/ SAMUEL J. FOTI Director, President and April 16, 1999
- --------------------------------------------------- Chief Operating Officer
Samuel J. Foti

/s/ KENNETH M. LEVINE Director, Executive Vice April 16, 1999
- --------------------------------------------------- President
Kenneth M. Levine and Chief Investment Officer

/s/ RICHARD DADDARIO Executive Vice President April 16, 1999
- --------------------------------------------------- and Chief Financial Officer
Richard Daddario

/s/ PHILLIP A. EISENBERG Senior Vice President April 16, 1999
- --------------------------------------------------- and Chief Actuary
Phillip A. Eisenberg

/s/ THOMAS J. CONKLIN Senior Vice President April 16, 1999
- --------------------------------------------------- and Secretary
Thomas J. Conklin

* Director April 16, 1999
- ---------------------------------------------------
Claude M. Ballard

* Director April 16, 1999
- ---------------------------------------------------
Tom H. Barrett

* Director April 16, 1999
- ---------------------------------------------------
David L. Call

* Director April 16, 1999
- ---------------------------------------------------
G. Robert Durham
</TABLE>

II-7
<PAGE> 113

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Director April 16, 1999
- ---------------------------------------------------
James B. Farley

* Director April 16, 1999
- ---------------------------------------------------
Robert Holland, Jr.

* Director April 16, 1999
- ---------------------------------------------------
James L. Johnson

* Director April 16, 1999
- ---------------------------------------------------
John R. Meyer

* Director April 16, 1999
- ---------------------------------------------------
Jane C. Pfeiffer

* Director April 16, 1999
- ---------------------------------------------------
Thomas C. Theobald

*By: /s/ THOMAS J. CONKLIN April 16, 1999
- --------------------------------------------------
Thomas J. Conklin
Attorney-In-Fact
</TABLE>

II-8
<PAGE> 114

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
(4) Form of Flexible Payment Variable Annuity
(9) Opinion and Consent of Frederick C. Tedeschi
(10) Consent of PricewaterhouseCoopers LLP, Independent Accountants
(13) Calculation of Performance Data
</TABLE>

<PAGE> 1
EXHIBIT (4)

MONY Life
Insurance
Company

Signed for MONY Life Insurance
Company on the Date of Issue.

Home Office
1740 Broadway, New York, NY 10019

Operations Center
One MONY Plaza,
PO Box 4830, Syracuse, NY 13221
1(800) 487-6669

MICHAEL I. ROTH, Chairman

SAMUEL J. FOTI, President

THOMAS J. CONKLIN, Secretary

IF YOU HAVE A COMPLAINT ABOUT THIS CONTRACT, SEE PAGE 2.

SEE PAGE 3 FOR INFORMATION REGARDING ANY TAXES APPLICABLE TO PURCHASE PAYMENTS

MONY Life Insurance Company will pay the benefits provided in this Contract,
subject to all the contract provisions.

ANNUITANT: John Doe
AGE OF ANNUITANT AT 35

ISSUE:
CONTRACT NUMBER: B 0000-00-00
EFFECTIVE DATE: 03-01-1998
DATE OF ISSUE: 03-01-1998
ANNUITY STARTING DATE: 03-01-2058

C5-98-2 FLEXIBLE PAYMENT VARIABLE ANNUITY

1
<PAGE> 2
IMPORTANT NOTICE(S)

THIS CONTRACT IS A LEGAL CONTRACT BETWEEN THE OWNER AND THE COMPANY. READ YOUR
CONTRACT CAREFULLY.

ALL ANNUITY PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT, WHERE BASED ON THE
INVESTMENT EXPERIENCE OF THE VARIABLE ACCOUNT, ARE VARIABLE AND ARE NOT
GUARANTEED AS TO DOLLAR AMOUNT. PAYMENTS AND VALUES MAY INCREASE OR DECREASE
ACCORDING TO THE EXPERIENCE OF THE VARIABLE ACCOUNT. SEE THE VARIABLE ACCOUNT
AND FUND VALUE SECTIONS.

THIS IS A LONG TERM CONTRACT; A SURRENDER CHARGE MAY BE APPLIED TO ANY SURRENDER
MADE WITHIN THE FIRST 8 YEARS.

RIGHT TO RETURN CONTRACT - THIS CONTRACT MAY BE RETURNED TO US WITHIN TEN DAYS
FROM THE DATE YOU RECEIVE IT BY DELIVERING OR MAILING IT TO OUR HOME OFFICE, A
LOCAL OFFICE OF OURS, OR TO ANY AGENT OF OURS. WE WILL THEN REFUND ANY PURCHASE
PAYMENTS PAID. THE CONTRACT WILL BE CONSIDERED NEVER TO HAVE BEEN ISSUED. IF YOU
RETURN BY MAIL, THE CANCELLATION WILL BE EFFECTIVE ON THE DATE IT IS POSTMARKED
(IF PROPERLY ADDRESSED WITH POSTAGE PREPAID).

BRIEF DESCRIPTION

This is a FLEXIBLE PAYMENT VARIABLE ANNUITY CONTRACT. Payments to the Payee
begin on the Annuity Starting Date. If the Annuitant dies before that Date a
Death Benefit is payable. No dividends are payable.

2
<PAGE> 3
FOR INFORMATION OR TO MAKE A COMPLAINT
CALL 1-800-487-MONY (1-800-487-6669)
OR WRITE TO US AT OUR OPERATIONS CENTER AT:
ONE MONY PLAZA P.O. BOX 4830 SYRACUSE, NEW YORK 13221

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section Page
<S> <C>
1. SCHEDULE OF PAYMENTS AND CHARGES......................................................................... 3
Contract Description And Specifications.

2. VARIABLE ACCOUNT, THE FUNDS AND SUB-ACCOUNTS............................................................. 4
Listing Of Sub-Accounts And Funds.

3. ABOUT THIS CONTRACT...................................................................................... 5
An Overview Of Basic Contract Provisions.

4. WE WILL PAY.............................................................................................. 6
Annuity Payments; Changing The Date Annuity Payments Start; Death Benefit; Interest On Death
Proceeds.

5. PURCHASE PAYMENTS YOU MAKE............................................................................... 7
Initial Purchase Payment; Limits On Payments; Automatic And Non-Automatic Payments; Net
Purchase Payment; Purchase Payment Allocations.

6. FUND VALUE............................................................................................... 8
How Fund Value Is Determined.

7. TRANSFERS................................................................................................ 9
Types Of Transfers; Allocation Rules.

8. FULL OR PARTIAL SURRENDERS............................................................................... 9
Full And Partial Surrenders; Allocation Rules; Surrender Charge; Free Partial Surrender Amount.

9. RIGHTS OF OWNER.......................................................................................... 11
Owner of the Contract; Owner's Rights; Successor Owner.

10. DEATH OF OWNER........................................................................................... 11
Death of Owner Before The Annuity Starting Date.

11. BENEFICIARY.............................................................................................. 12
Beneficiary Of The Contract; Changing The Beneficiary; Successor Beneficiary.
</TABLE>

3
<PAGE> 4
<TABLE>
<S> <C>
12. SECONDARY ANNUITANT...................................................................................... 12
Secondary Annuitant; Naming Or Deleting A Secondary Annuitant.

13. THE VARIABLE ACCOUNT..................................................................................... 13
Variable Account; Sub-Accounts; Changes To The Variable Account.

14. SUB-ACCOUNT UNIT VALUE................................................................................... 14
Unit Value Determination.

15. THE GUARANTEED INTEREST ACCOUNT.......................................................................... 14
Guaranteed Interest Account; Interest Rate Applied To The Guaranteed Interest Account,
Accumulation Period.

16. ANNUAL CONTRACT CHARGE................................................................................... 15
Annual Contract Charge.

17. DATES AND CONTRACT PERIODS............................................................................... 15
How Dates Are Determined; How Periods Are Measured.

18. GENERAL PROVISIONS....................................................................................... 15
The Contract; Statements In Application; Incontestability; Misstatement of Age or Gender;
Assignment; Postponement of Payments Or Transfers; Authority; Relationships; Reports.

19. SETTLEMENT OPTIONS....................................................................................... 17
Election Of Settlement Options; Settlement (Payout) Options Available; Minimum Monthly Income
Tables.

ENDORSEMENTS, IF ANY

APPLICATION
</TABLE>

4
<PAGE> 5
1. SCHEDULE OF PAYMENTS AND CHARGES

<TABLE>
<S> <C>
Flexible Payment Variable Annuity Contract

Initial Purchase Payment $10,000

Accumulation period selected for Guaranteed Interest Account 1 yr.

Guaranteed Interest Rate for Accumulation Period 6.0%

Number of guaranteed free transfers during a contract year 12
Charge on excess transfers: Current (subject to
change; see section 7) $ 0
Guaranteed Maximum $ 25

Surrender charge (see Section 8)

Daily Mortality/Expense Risk Charge (see section 14)

Current .003425% (equal to 1.25% annually)
Guaranteed Maximum .003699% (equal to 1.35% annually)

Annual Contract Charge (subject to change; see section 16)

Current $ 0
Guaranteed Maximum $ 30
</TABLE>

Tax Charge - 0% of each payment received subject to change based upon
change in applicable federal or state tax laws or cost to the Company.

There is currently no tax on annuity purchase payments in New York. We
will notify you of the amount of any tax and its effect on your
purchase payments if such a tax becomes applicable to your Contract.

B0000-00-00

2. VARIABLE ACCOUNT, THE FUNDS AND SUB-ACCOUNTS
(See Variable Sub-Account section for further information.)

The Variable Account is MONY America Variable Account A and includes the
Subaccounts listed below.

The Sub-accounts available for investment purposes , and the
corresponding portfolios of the applicable funds are:

<TABLE>
<CAPTION>
Sub-account Applicable Fund
----------- ---------------
<S> <C>
Money Market MONY Series Fund, Inc.
</TABLE>

5
<PAGE> 6
<TABLE>
<S> <C>
Government Securities MONY Series Fund, Inc.
Intermediate Term Bond MONY Series Fund, Inc.
Long Term Bond MONY Series Fund, Inc.
Equity Income Enterprise Accumulation Trust
Growth and Income Enterprise Accumulation Trust
Growth Enterprise Accumulation Trust
Equity Enterprise Accumulation Trust
Managed Enterprise Accumulation Trust
Capital Appreciation Enterprise Accumulation Trust
Small Company Value Enterprise Accumulation Trust
Small Company Growth Enterprise Accumulation Trust
International Growth Enterprise Accumulation Trust
High Yield Bond Enterprise Accumulation Trust
</TABLE>

The MONY Series Fund, Inc. is organized under the laws of
Maryland. The Enterprise Accumulation Trust is organized under
the laws of Massachusetts. Each fund is registered with the
Securities and Exchange Commission (SEC) as an open end,
diversified management investment company under the Investment
Company Act of 1940.

3. ABOUT THIS CONTRACT

The following is an overview of some basic contract provisions to aid your
understanding. The specific provisions of the Contract are found in the pages
following this overview. In the event of a discrepancy between this overview and
any specific provisions of this Contract, the specific Contract provisions will
control.

This is a Flexible Payment Variable Annuity Contract. This Contract goes into
effect on the Effective Date. This Contract is a "promise to pay" Annuity
Payments which start on a date chosen by you called the Annuity Starting Date
(or maturity date). Those payments are made to a person chosen by you as the
Payee. The Annuitant is the person on whose life the Contract is based (the
measuring life).

If the Annuitant (or Secondary Annuitant) is living on the Annuity Starting
Date, we begin to make Annuity Payments. If the Annuitant dies before the
Annuity Starting Date, the Secondary Annuitant (if you designated one) takes
over as Annuitant. If the Annuitant and the Secondary Annuitant both die before
the Annuity Starting Date, the Contract ends and a death benefit is payable to
the Beneficiary (person who receives the death benefit) chosen by you. The death
benefit is equal to the Fund Value or, if greater, the Purchase Payments paid by
you less any partial surrenders and less any surrender charge. See the
Guaranteed Minimum Death Benefit Rider for explanation of the Guaranteed Minimum
Death Benefit. The Beneficiary does not have to be the Payee. If the Owner (and
Successor Owner under certain circumstances) dies before the Annuity Starting
Date, while the Annuitant is living, this Contract will be surrendered as of the
date of that death. The surrender proceeds will then be paid to the Beneficiary
in a single sum.

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<PAGE> 7
Purchase Payments are payments you make to us. The sum of Purchase Payments made
(less partial surrenders, charges, etc.) determine the value of the Contract.
There may be a surrender charge on partial surrenders you make or, if you
surrender (cash in) the Contract in full. The surrender charge depends on how
long ago you purchased the Contract.

The value of this Contract is based on Purchase Payments which you allocate to
either the Variable Account and/or the Guaranteed Interest Account. The Fund
Value is the combined value of the Variable Account and the Guaranteed Interest
Account BEFORE any surrender charge is deducted. The Cash Value, if any, is the
value AFTER any surrender charge is deducted. The Guaranteed Interest Account is
a "fixed" account and is part of our General Account. We offer one Accumulation
Period. The Variable Account is an account that is separate from our General
Account. The value of the Variable Account can increase or decrease depending on
investment experience. The Variable Account is made up of several Sub-accounts
(subdivisions) with different investment objectives. Each Sub-account invests
only in the shares of its own portfolio of its fund. The measure of value in a
Sub-account is called a Unit.

The value of Units in a Sub-account can only change on a Business Day. A
Business Day is any day the New York Stock Exchange is open for trading or any
other day on which there is enough trading to change the Unit value of a
Sub-account. Trading refers to the purchase and sale of securities held by the
portfolio.

When we refer to "I" or "my" in a question, or to "you" or "your" in an answer,
we mean the Owner. The Owner is the person who holds the Contract and who has
the rights of ownership. The Owner chooses any options the Contract offers. When
we refer to "we", "us" and "our" we mean MONY Life Insurance Company. "Home
Office" means our office at 1740 Broadway, New York, NY 10019 and also includes
our Operations Center at One MONY Plaza, P.O. Box 4830, Syracuse, NY 13221.

You can read more about the terms used in the summary on the following pages.

"Annuity Payments" (see Section 4)
"Annuity Starting Date" shown on page 1
"Beneficiary" (see Section 11)
"Business Day" (see Section 3)
"Cash Value" (see Section 8)
"Effective Date" shown on page 1
"Fund Value" (see Section 6)
"Guaranteed Interest Account" (see Section 15)
"Owner" (see Section 9)
"Payee" (see Section 4)
"Purchase Payments" (see Section 5)
"Secondary Annuitant" (see Section 12)
"Sub-account" (see Section 2)
"Variable Account" (see Section 13)

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<PAGE> 8
4. WE WILL PAY

WHAT WILL THE COMPANY PAY AND WHEN WILL THEY PAY IT?

1. We will pay the Annuity Payments starting on the Annuity Starting Date to a
person named by you as Payee. You can name a Payee either in the application or
later (if later, we will send an endorsement to show the change).

2. We will pay the Death Benefit to the Beneficiary if the Annuitant dies before
the Annuity Starting Date. But we must first receive proof that the Annuitant
died before the Annuity Starting Date. Payment in any case will only be made in
accordance with all the provisions of this Contract. "Annuitant" includes a
"Secondary Annuitant" if you designated one.

3. We will pay the surrender proceeds to the Beneficiary if the Owner (or
Successor Owner if that Successor Owner is the Owner's Spouse) dies before the
Annuity Starting Date and while the Annuitant is living (see Section 10 for
details).

WHAT ARE ANNUITY PAYMENTS?

Annuity Payments are Income Payments made periodically (monthly, quarterly,
semi-annually or annually) over the lifetime of the Payee or for a selected
period. The income will be purchased by the Cash Value on the Annuity Starting
Date. The amount of the Cash Value and the Settlement (payout) Option chosen
will determine the amount of income payments.

But, if you elect Settlement Option 3 or 3A, the income will be purchased by the
Fund Value on the Annuity Starting Date. That benefit will be based on the
Payee's lifetime, as explained in the Settlement Options section (Section 19).
The annuity benefit will not be less than the benefit that would be provided by
purchasing a new single payment immediate annuity from us for the same class of
annuitants.

CAN I CHANGE THE DATE ANNUITY PAYMENTS START?

Yes, you may advance or defer the Annuity Starting Date, but only while the
Annuitant is living. We must receive your request before the Annuity Starting
Date. The Date may not be advanced to a date earlier than the 10th anniversary.
It may not be deferred to a date later than the anniversary following the
Annuitant's 95th birthday. The change will be effective as of the date we
receive your written request at our Home Office. You do not need to return the
Contract for us to make the change unless we ask for it.

IF THE ANNUITANT DIES, WHAT DOES THE COMPANY PAY?

If the Annuitant dies before the Annuity Starting Date, we will pay to the
Beneficiary, the greater of:

(a) the Fund Value on the date of death; or

(b) the Purchase Payments paid by you, less any partial surrenders
(reflecting any surrender charges).

But we must first receive proof that the Annuitant died before the Annuity
Starting Date.

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<PAGE> 9
Any Death Benefit payable under this Contract is not less than the minimum
benefit required by the law of the state in which the Contract is delivered.

If the proceeds are not paid by the end of 30 days from the date we receive due
proof of death of the Annuitant, we will pay interest on the proceeds if
required by the state in which the Contract is delivered at the rate specified
by that state. If interest is payable, it will be paid from date of the death to
date of payment of proceeds.

5. PURCHASE PAYMENTS YOU MAKE

WHAT PAYMENTS CAN I MAKE TO THE COMPANY?

The Initial Purchase Payment is shown on Page 3. You can send additional
Purchase Payments to our Home Office. On request, we will give a receipt signed
by our Treasurer. We will accept Purchase Payments any time before the Annuity
Starting Date as long as the Annuitant is living.

IS THERE A LIMIT ON PAYMENTS I CAN MAKE TO THE COMPANY?

Yes, we may limit the sum of Purchase Payments you make. That limit is
$1,500,000 (less any partial surrenders and any surrender charge).

CAN I MAKE PAYMENTS TO THE COMPANY AUTOMATICALLY?

Yes, you can make automatic Purchase Payments to us through an automatic payment
plan. It could be payroll deductions by a central remitter with whom we make an
agreement or, authorized government allotments if we receive official military
verification. It could also be automatic bank drafts or any other automatic plan
we agree to.

CAN I MAKE PAYMENTS TO THE COMPANY OTHER THAN AUTOMATIC PAYMENTS?

Yes, whether you are on an automatic payment plan or not, you can make
non-automatic Purchase Payments.

WHAT IS A NET PURCHASE PAYMENT?

When we refer to net Purchase Payments, we mean the Purchase Payment amount
after deduction of any applicable taxes (see Page 3 for the amount of tax, if
any). We may waive any deduction of taxes on Purchase Payments. But if we do, we
can stop waiving them on future Payments if we give you at least 30 days written
notice.

DOES THE COMPANY PAY INTEREST ON NET PURCHASE PAYMENTS I MAKE BEFORE THE
EFFECTIVE DATE?

Yes, net Purchase Payments will earn interest at a rate not less than 3.5%.
Interest will be credited annually from the later of the Effective Date and the
Business Day that falls on, or next follows, the date we receive it at our Home
Office until the date we transfer it to the Sub-accounts and/or Guaranteed
Interest Account as you have chosen. If you do not accept the Contract at
delivery, we will refund any Purchase Payment paid without interest.

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<PAGE> 10
WILL MY NET PURCHASE PAYMENTS EARN INTEREST DURING THE "RIGHT TO RETURN
CONTRACT" PERIOD?

Any net Purchase Payment we receive after delivery of the Contract but before
the end of the "Right to Return Contract " period (see page 1) will also earn
interest at a rate not less than a 3.5% annual interest rate.

WHEN IS THIS VALUE TRANSFERRED INTO THE ACCOUNTS I'VE CHOSEN?

If you have not returned the Contract, at the end of the "Right to Return
Contract" period, we transfer the net Purchase Payments with interest to the
Sub-Accounts and/or the Guaranteed Interest Account as you have chosen. When we
do this we use the most recent valid allocation choice we have from you. If we
have no valid allocation choice from you, we will transfer the net Purchase
Payments with interest to the Money Market Sub-account.

AFTER THE "RIGHT TO RETURN CONTRACT" PERIOD, WHERE ARE NET PURCHASE PAYMENTS
ALLOCATED?

After the "Right to Return Contract" period, any net Purchase Payments received
by us are allocated to the Sub-account(s) and/or the Guaranteed Interest Account
as chosen by you on the day we receive them if it is a Business Day. If the day
we receive the Purchase Payment is not a Business Day, we allocate it on the
next Business Day. When we do this, we use the most recent valid allocation
choice we have from you. If we have no valid allocation choice from you, we will
allocate the net Purchase Payments to the Money Market Sub-account.

ARE THERE ANY RULES FOR ALLOCATION CHOICES?

Yes, allocations must be made in whole percentages. If a Sub-account or the
Guaranteed Interest Account is to receive any allocation, the allocation must be
at least 10% and, the total must equal 100% of the payment. If a Purchase
Payment is allocated in whole or part to the Guaranteed Interest Account, the
amount of such allocation must maintain a Fund Value in the Guaranteed Interest
Account of at least $2,500. We use the most recent valid allocation choice we
have from you. You may change your allocation choice by writing to us at our
Home Office. A change will take effect within 7 days after we receive that
notice.

CAN I EARMARK A NON-AUTOMATIC NET PURCHASE PAYMENT FOR AN ALLOCATION DIFFERENT
FROM MY REGULAR ALLOCATION CHOICE?

Yes, you can choose a specific allocation for a non-automatic Purchase Payment
and it will not change your allocation choice for future Purchase Payments.
Allocations must be by amount or percentage in whole numbers only. If a
Sub-account or the Guaranteed Interest Account is to receive any allocation, the
allocation must be at least 10% and the total must equal 100% of the net
Purchase Payment. If a non-automatic Purchase Payment is allocated in whole or
part to the Guaranteed Interest Account, the amount of such allocation must
maintain a Fund Value in the Guaranteed Interest Account of at least $2,500.

If you do not give us a specific allocation for the non-automatic Purchase
Payment, or if your allocation choice is not valid, we will use the most recent
valid allocation choice we have from you.

6. FUND VALUE

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WHAT IS THE FUND VALUE ON THE EFFECTIVE DATE?

The Fund Value on the Effective Date is the net Purchase Payments received by us
on or before the Effective Date and any interest credited to those Payments.

WHEN ARE FUND VALUE CALCULATIONS MADE?

After the Effective Date, Fund Value calculations are made on Business Days. If
a Fund Value calculation has to be made for a day that is not a Business Day,
then we will use the next Business Day.

HOW IS THE FUND VALUE DETERMINED ON A BUSINESS DAY?

The Fund Value on a Business Day is determined as follows:

(a) Determine the Fund Value in each Sub-account on that Day (see below for
details).

(b) Total the Fund Value in each Sub-account on that Day.

(d) Add any net Purchase Payments received on that Day.

(e) Deduct any transfer charges on that Day.

(f) Deduct any partial surrender, (reflecting any surrender charge) made on
that Day.

(g) Deduct any Annual Contract Charge made on that Day.

REGARDING (A) ABOVE, HOW IS THE FUND VALUE FOR EACH SUB-ACCOUNT DETERMINED ON
THAT BUSINESS DAY?

For each Sub-account we multiply the number of Units credited to that
Sub-account by its Unit value on that Day. The multiplication is done BEFORE the
purchase or redemption of any Units on that Day.

REGARDING (C) ABOVE, WHAT MAKES UP THE FUND VALUE IN THE GUARANTEED INTEREST
ACCOUNT ON THAT BUSINESS DAY?

The Fund Value in the Guaranteed Interest Account on that Day is the accumulated
value at the applicable interest rate(s) of net Purchase Payments allocated to
the Guaranteed Interest Account BEFORE that Day, decreased by allocations
against the Guaranteed Interest Account BEFORE that Day for:

(i) any partial surrender and any surrender charge;

(ii) any amount transferred from the Guaranteed Interest Account and its
transfer charge;

(iii) any Annual Contract Charge.

7. TRANSFERS

WHEN CAN I MAKE TRANSFERS?

Transfers may be made only after the "Right to Return Contract" period has
ended.

WHAT TRANSFERS CAN I MAKE?

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<PAGE> 12
There are 2 types of transfers you can make. Each type is explained (along with
any rules and limitations) below:

Type 1. - Transfers FROM a Sub-account to one or more Sub-accounts. There are no
restrictions on this type of transfer.

Type 2. - Transfers FROM one or more Sub-accounts INTO the Guaranteed Interest
Account. This type of transfer can be requested at any time. The amount of
transfer must be enough to maintain a Fund Value in the Guaranteed Interest
Account of at least $2,500.

Type 3. - Transfers FROM the Guaranteed Interest Account. This type of transfer
can be requested at any time. If multiple one-year Accumulation Periods are in
effect, your transfer request must specify which Accumulation Period(s) funds
are to be transferred from. We will not accept a transfer request if it will
reduce the Fund Value in the Guaranteed Interest Account to less than $2,500.

There is no limit on transfers INTO a Sub-account.

WHEN WILL A TRANSFER REQUEST TAKE EFFECT?

Type 1, 2, and 3 transfers will take effect on the Business Day that falls on,
or next follows, the date we receive the request at our Home Office.

WHAT IS THE CHARGE FOR A TRANSFER AND HOW DOES IT WORK?

Each request for a transfer is considered one transaction. The number of
guaranteed free transfers which may be made during a contract year and the
charge for transfers in excess of that number during that year are shown on page
3. We may increase the charge but it will never be more than the guaranteed
maximum shown on page 3.

If we change the amount of the charge we will send an endorsement to show the
change.

IF A TRANSFER CHARGE IS APPLICABLE, HOW IS IT ALLOCATED AMONG THE ACCOUNTS?

The charge is allocated against the first of the Sub-accounts and/or the
Guaranteed Interest Account from which Fund Value is being transferred.

8. FULL AND PARTIAL SURRENDERS

CAN I WITHDRAW MONEY FROM THE CONTRACT?

Yes, money may be withdrawn by making a full or partial surrender.

WHEN CAN I MAKE A FULL OR PARTIAL SURRENDER?

At any time on or before the Annuity Starting Date and while the Annuitant is
living, you may make a full or partial surrender of the Contract for its Cash
Value (Fund Value less any surrender charge). A full surrender will end the
Contract.

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<PAGE> 13
We will not accept a partial surrender request if it will reduce the Fund Value
in the Guaranteed Interest Account to less than $2,500.

If a partial surrender reduces the Cash Value to less than $1,000, we will
process it as a full surrender.

IF I MAKE A FULL SURRENDER, WILL ANNUITY (INCOME) PAYMENTS BEGIN ON THE ANNUITY
STARTING DATE?

No. If a full surrender of the Contract is made on or before the Annuity
Starting Date, the income which was to begin on that Date will not be payable.

WHAT IS THE FULL VALUE OF THE CONTRACT ON SURRENDER?

The full value of the Contract on surrender is the Cash Value (Fund Value less
any applicable surrender charge).

Any cash surrender available under this Contract is not less than the minimum
benefit required by the law of the state in which the Contract is delivered.

WHEN WILL A FULL OR PARTIAL SURRENDER TAKE EFFECT?

A Full or partial surrender will take effect on the Business Day that falls on,
or next follows, the date we receive your request at our Home Office.

HOW CAN I SPECIFY PARTIAL SURRENDER ALLOCATIONS AND ARE THERE MINIMUMS?

You can specify partial surrender allocations by amount or percentage.
Allocations by percentage must be in whole percentages and the minimum
percentage is 10% against any Sub-account or the Guaranteed Interest Account.
Percentages must total 100%.

We will not accept an allocation which does not comply with the above rules or
if there is not enough Fund Value in a Sub-account or the Guaranteed Interest
Account to provide its share of the allocation.

WHAT IF I DON'T SPECIFY AN ALLOCATION?

If you do not specify an allocation, we will not accept your request for partial
surrender.

WHEN IS A SURRENDER CHARGE APPLICABLE?

Aside from the exceptions below, a surrender charge is applicable whenever we
pay any partial surrender or full surrender to you during the first 8 contract
years.

WHAT ARE THE EXCEPTIONS?

There are 2 exceptions when no surrender charge will apply:

1. Free Partial Surrender Amount - During the first contract year, you may make
one or more partial surrenders without a surrender charge up to a total
surrender amount for that year of 10% of the Fund Value at the time of the first
partial surrender. During each contract year after the

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<PAGE> 14
first, you may make one or more partial surrenders without a surrender charge up
to a total surrender amount for that year of 10% of the Fund Value at the
beginning of the contract year.

Note that free partial surrenders may only be made to the extent Cash Value in
the Sub-accounts is available. For example, the Fund Value in the Variable
Account could decrease (due to unfavorable investment experience) after part of
the 10% was withdrawn. In that case it is possible that there may not be enough
Cash Value to provide the remaining part of the 10% free partial surrender
amount.

2. If the full surrender or partial surrender is after the 3rd contract year and
the proceeds are settled under Settlement Option 3 or 3A (life income annuity
options). See Section 19.

WHAT DOES THE AMOUNT OF SURRENDER CHARGE DEPEND ON?

The amount of any surrender charge depends on how much you surrender and how
long the Contract has been in effect.

HOW IS THE AMOUNT OF ANY SURRENDER CHARGE DETERMINED?

The amount of any surrender charge is determined as follows:

Step 1. Multiply the Fund Value in each Sub-account and/or the Guaranteed
Interest Account to be surrendered by the appropriate surrender charge
percentage shown in the table below:

Surrender Charge Percentage Table

<TABLE>
<CAPTION>
# of Contract
Anniversaries Since Surrender
Effective Date Charge Percentage
-------------- -----------------
<S> <C>
0 7%
1 7
2 6
3 6
4 5
5 4
6 3
7 2
8 (or more) 0
</TABLE>

Step 2. Add the products of each multiplication in Step 1 above.

HOW WILL ANY SURRENDER CHARGE BE ALLOCATED?

Each Sub-account and/or the Guaranteed Interest Account will be charged its
pro-rata share of the surrender charge. That means the charge against each
account will be in the same proportion as the amount of the partial surrender
allocated against that account bears to the total partial surrender.

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<PAGE> 15
9. RIGHTS OF OWNER

WHO IS THE OWNER OF THE CONTRACT AND WHAT RIGHTS DOES THE OWNER HAVE?

While the Annuitant is living, all rights, benefits, options and privileges
under the Contract or allowed by us belong to the Owner unless otherwise
provided by endorsement. These rights include the right to change the
Beneficiary, to assign the Contract, to transfer Contract values or make full or
partial surrenders, all in accordance with our rules and procedures. The Owner
is the person so named in the application for this Contract unless otherwise
provided by endorsement.

WHO AND WHAT IS THE SUCCESSOR OWNER?

A Successor Owner, if one is named, is the person(s) who becomes the new Owner
if the first Owner dies.

10. DEATH OF OWNER

The following is required by Section 72(s) of the Internal Revenue Code of 1986
and overrides anything in this Contract to the contrary: This provision will not
extend the term of this Contract beyond the date the Annuitant dies.

WHAT HAPPENS IF AN OWNER DIES BEFORE THE ANNUITY STARTING DATE?

If an Owner dies before the Annuity Starting Date and while the Annuitant is
living, this Contract must be surrendered as of the date of that death. The
surrender proceeds will then be paid to the Beneficiary in a single sum. There
is one exception. If the Designated Beneficiary is a surviving spouse of the
Owner, then the surviving spouse will become the new Owner of this Contract and
it will not be necessary to surrender the Contract.

For purposes of Section 72(s), if an Owner is other than a natural person, the
Primary Annuitant will be the Owner and any change in Primary Annuitant will be
treated as the death of the Owner.

This provision will not extend the term of the Contract beyond the date when
death proceeds become payable due to the death of the Annuitant (see Section 5).

CAN THE PROCEEDS BE PAID IN OTHER THAN A SINGLE SUM?

Yes, but only if the Beneficiary was also the Successor Owner. In that case, the
Successor Owner may choose that the proceeds may be paid over his or her
lifetime.

WHAT HAPPENS IF THE OWNER DIES ON OR AFTER THE ANNUITY STARTING DATE?

If the Owner dies on or after the Annuity Starting Date, then any remaining
portion of the proceeds will be distributed at least as rapidly as under the
method of distribution being used as of the date of that Owner's death.

For purposes of this Section, "Successor Owner" means "Designated Beneficiary"

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<PAGE> 16
11. BENEFICIARY

WHO IS THE BENEFICIARY?

The Beneficiary is the person to whom the Death Benefit of the Contract is
payable upon the death of the Annuitant. The Beneficiary is the person so named
in the application for this Contract unless otherwise provided by endorsement.

If the beneficiary designation requires the Beneficiary to be living or
surviving, then, unless otherwise provided, that Beneficiary must be living on
the 14th day after the Annuitant's death or, if earlier, the date we receive due
proof of the Annuitant's death. The share of the Death Benefit of any
Beneficiary who is not living on that earlier day will be payable to the
remaining Beneficiaries. Payment will be made in the manner provided for in that
designation.

WHAT IF THERE IS NO BENEFICIARY NAMED OR THEN LIVING?

Unless otherwise provided in the beneficiary designation, the Death Benefit will
be payable to the Annuitant's executors or administrators.

CAN I CHANGE THE BENEFICIARY?

Yes, you can change the Beneficiary, unless you have given up this right, as
long as the Annuitant is living by writing to us at our Home Office. You do not
need to return the Contract to make the change unless we ask for it.

WHEN WILL A CHANGE OF BENEFICIARY TAKE EFFECT?

A change will take effect when we record it retroactively as of the date the
request was signed. We shall not be charged with notice of a change of
beneficiary until the change is received at our Home Office. The change will be
subject to any payment made or action taken by us before we received your
request.

WHO IS THE SUCCESSOR BENEFICIARY?

The Successor Beneficiary is the person so named in the application or in an
endorsement. If the Beneficiary dies before the Annuitant, a Successor
Beneficiary becomes the new Beneficiary.

12. SECONDARY ANNUITANT

WHAT IS A SECONDARY ANNUITANT?

The Secondary Annuitant (sometimes called contingent annuitant), if you choose
one, is the person who becomes the Annuitant at the death of the Primary
Annuitant. If the Secondary Annuitant is living at the death of the Primary
Annuitant, the Contract continues (and no death benefit is payable). The
Secondary Annuitant can only become the Annuitant before the Annuity Starting
Date.

WHEN CAN I CHOOSE A SECONDARY ANNUITANT?

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<PAGE> 17
You may choose a Secondary Annuitant only once either at time of application or
after the Contract is issued. To choose a Secondary Annuitant after issue, you
must write to us at our Home Office before the Annuity Starting Date.

CAN I CHANGE THE SECONDARY ANNUITANT?

No, you cannot change the Secondary Annuitant but, you can delete the Secondary
Annuitant by writing to us at our Home Office.

IF I CHOOSE OR DELETE A SECONDARY ANNUITANT AFTER THE CONTRACT IS ISSUED, WHEN
WILL THAT REQUEST TAKE EFFECT?

Your request to choose or delete a Secondary Annuitant will take effect on the
date you signed the request. But we must first accept and record the change.
And, the change will have no effect on any payment made by us or action taken by
us before we received your request. You do not need to return the Contract for
us to make the change unless we ask for it. We will send an endorsement to show
the change.

WHAT ELSE SHOULD I KNOW ABOUT THE SECONDARY ANNUITANT?

We will delete any Secondary Annuitant automatically as of their 95th birthday.
The change will be effective on the anniversary following that birthday.

If the Primary Annuitant is also the Owner and the Primary Annuitant dies, his
or her spouse must be Successor Owner in order for the Secondary Annuitant to
become the Annuitant.

It may happen that when a Secondary Annuitant becomes the Annuitant, the Annuity
Starting Date in effect is after their 95th birthday. In that case we will
automatically advance the Annuity Starting Date to the anniversary following
that 95th birthday.

It may happen that the Secondary Annuitant is also the Beneficiary when the
Primary Annuitant dies. In that case we will automatically change the
Beneficiary to the person chosen as Successor Beneficiary.

If no Successor Beneficiary was chosen, the Beneficiary will be the Secondary
Annuitant's executors or administrators.

13. THE VARIABLE ACCOUNT

WHAT IS THE VARIABLE ACCOUNT AND WHAT IS ITS PURPOSE?

The Variable Account is an investment account established and maintained by us,
separate from our general account or other separate accounts. The variable
benefits under this Contract are provided through investments we make in the
Variable Account. It is used for our flexible payment variable annuity contracts
and, if permitted by law, may be used for other contracts.

WHAT ELSE SHOULD I KNOW ABOUT THE VARIABLE ACCOUNT?

We own the assets in the Variable Account. Assets equal to the reserves and
other liabilities of the Variable Account will not be charged with liabilities
that arise from any other business we

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conduct. We may from time to time transfer to our general account, assets which
exceed the reserves and other liabilities of the Variable Account.

The Variable Account is registered with the Securities and Exchange Commission
(SEC) as a unit investment trust under the Investment Company Act of 1940. It is
also governed by the laws of the state of New York.

WHAT CHANGES CAN THE COMPANY MAKE TO THE VARIABLE ACCOUNT?

We may, to the extent permitted by applicable laws and regulations, make these
changes:

(a) the Variable Account may be operated as a management company under the
Investment Company Act of 1940; or

(b) (b) the Variable Account may be de-registered under that Act if
registration is no longer required; or (c) the Variable Account may be
combined with any of our other separate accounts.

WHAT SHOULD I KNOW ABOUT SUB-ACCOUNTS?

We use the assets of each separate Sub-account to buy shares in a corresponding
portfolio of the applicable fund. (See Section 2).

WHAT RIGHTS DOES THE COMPANY HAVE TO CHANGE SUB-ACCOUNTS?

We reserve the right subject to prior approval of the New York Insurance
Department, to establish new Sub-accounts or eliminate one or more Sub-accounts
if marketing needs, tax considerations or investment conditions warrant.

Any new Sub-accounts may be made available to existing contracts on a basis to
be determined by us. If any of these changes are made, we may by appropriate
endorsement change the Contract to reflect the change.

Income and realized and unrealized gains or losses from assets of each
Sub-account are credited to or charged against that Sub-account without regard
to income, gains or losses in the other Sub-accounts, our general account or any
other separate accounts. We reserve the right to credit or charge a Sub-account
in a different manner if required, or appropriate, by reason of a change in the
law.

WHEN WILL THE COMPANY VALUE THE ASSETS IN THE SUB-ACCOUNTS?

We will value the assets of each Sub-account on each Business Day after the
assets in its corresponding fund portfolio have been valued on that Day.

WHAT CHANGES CAN THE COMPANY MAKE TO THE PORTFOLIO?

If, in our judgment, a portfolio no longer suits the purposes of the Contract
due to a change in its investment objectives or restrictions, we may substitute
shares of another portfolio of that fund or shares of another investment fund.
But, we will notify you before doing so and, to the extent required by law, we
will get prior approval from the SEC and the New York Insurance

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<PAGE> 19
Department. Such approval process is on file with the New York Insurance
Department. We also will get any other required approvals.

14. SUB-ACCOUNT UNIT VALUE

WHAT IS THE UNIT VALUE OF EACH SUB-ACCOUNT?

The Unit value of each Sub-account on its first Business Day was set at $10. The
Unit value of each Sub-account on any subsequent Business Day is obtained by
subtracting (b) from (a) and dividing the result by (c), where:

(a) is the per share net asset value on the Business Day of the applicable
fund portfolio in which the Sub-account invests times the number of such
shares held in the Sub-account before the purchase or redemption of any
shares on that Day.

(b) is the mortality/expense risk charge accrued as of that Business Day. The
Daily Mortality/Expense Risk Charge is a percentage of the Sub-account's
net asset value on the previous Business Day. (If the previous day was
not a Business Day, then the Daily Mortality/Expense Risk Charge is a
percentage times the number of days since the last Business Day times the
Sub-account's net asset value on that last Business Day.) The current
amount of that Charge is shown on page 3. We may increase the Charge but
it will never be more than the guaranteed maximum shown on page 3.

If we change the amount of the charge we will send an endorsement to show
the change.

(c) is the total number of Units held in the Sub-account on the Business Day
before the purchase or redemption of any Units on that Day.

Amounts allocated to a Sub-account are used to purchase Units in that
Sub-account. An example of a transaction where amounts are allocated to a
Sub-account is a purchase payment. Amounts allocated against a Sub-account
result in the redemption of

Units in that Sub-account. An example of a transaction where amounts are
allocated against a Sub-account is a partial surrender. The number of Units
purchased or redeemed is equal to the dollar amount of the allocation divided by
the Sub-account's Unit value on the applicable Business Day. The number of Units
in a Sub-account on a Business Day is equal to the number of Units purchased for
the Sub-account before any transactions are processed on that Day minus the
number of Units redeemed in that Sub-account before any transactions are
processed on that Day.

15. GUARANTEED INTEREST ACCOUNT

WHAT IS THE GUARANTEED INTEREST ACCOUNT?

The Guaranteed Interest Account is an account which is part of our general
account. The general account consists of all of our assets except those held by
the Variable Account and other separate accounts maintained by us.

19
<PAGE> 20
WHAT INTEREST RATE APPLIES TO THE GUARANTEED INTEREST ACCOUNT?

The guaranteed annual interest rate that applies in the calculation of the Fund
Value will be declared by us at the beginning of each Accumulation Period. Those
rates will never be less than 3-1/2% (0.0094%, compounded daily). Interest in
excess of the guaranteed rate may be applied in the calculation of that Fund
Value in a manner determined by us.

WHAT IS AN ACCUMULATION PERIOD?

The Accumulation Period offered by us is 1 year. The Accumulation Period starts
on the Business Day that falls on, or next follows, the date we transfer the
purchase payment into the Guaranteed Interest Account and ends on the monthly
contract anniversary immediately prior to the last day of that Period.

WHAT HAPPENS AT THE END OF AN ACCUMULATION PERIOD?

We will send a notice to you at least 15 but not more than 45 days before the
end of an Accumulation Period. The notice will show the rate then being declared
by us. We will automatically renew the Accumulation Period for the same length
of time at the interest rate then being declared. The start of the new
Accumulation Period is the ending date of the previous Accumulation Period.

If such renewal would extend the new Accumulation Period beyond the Annuity
Starting Date, values will be transferred into the Money Market Sub-account
described in Section 2.

16. ANNUAL CONTRACT CHARGE

WHAT IS THE ANNUAL CONTRACT CHARGE AND WHEN WILL IT BE DEDUCTED?

An Annual Contract Charge is a charge for administrative expenses. The
guaranteed maximum amount of the charge is shown in Section 1. But, we may
charge less than that maximum, or waive the charge entirely, in accordance with
our procedure in effect at the time of the deduction.. We will give at least 30
days written notice of our intention to change the charge.

The Annual Contract Charge will be deducted on each contract anniversary

HOW WILL THE CHARGE BE ALLOCATED AGAINST THE ACCOUNTS?

The amount of the Charge will be allocated against all Sub-accounts and the
Guaranteed Interest Account in the same proportion that the Fund Value held in
each bears to the total Fund Value in the Contract.

WHAT IF THE CONTRACT'S FUND VALUE IS INSUFFICIENT TO COVER THE ANNUAL CONTRACT
CHARGE ON THE DAY IT IS TO BE DEDUCTED?

If the Contract's Fund Value is insufficient to cover the Annual Contract
Charge, then the Contract will end without value on that day.

17. DATES AND CONTRACT PERIODS

20
<PAGE> 21
HOW ARE PERIODS MEASURED IN THE CONTRACT?

Months, years and anniversaries are measured from the Effective Date unless we
state otherwise. Contract months start on the same date in each calendar month
as the Effective Date. That means if the Effective Date is on the 1st of the
month, then each contract month will start on the 1st of the month.

WHAT IF THE EFFECTIVE DATE IS A DATE THAT DOESN'T OCCUR IN ALL MONTHS, SUCH AS
THE 31ST?

If the Effective Date is the 29th, 30th or 31st of a month, there will be some
calendar months when there is no such date. For those months the contract month
will start on the last day of the calendar month.

Where dates are shown, the numbers stand for month, day and year, in that order.
The Effective Date is shown on Page 1.

18. GENERAL PROVISIONS

WHAT MAKES UP THIS CONTRACT?

This Contract has been issued in consideration of the application and payment of
the initial Purchase Payment shown in Section 1. The application, a copy of
which is attached, is a part of the Contract. The Contract, any attached riders
and/or endorsements and the application make up the entire contract.

The questions in this Contract, including the questions in any rider or
endorsement attached hereto, are for purposes of convenience and reference only.
They do not form a part of and shall not in any way limit or affect the meaning
or interpretation of any of the terms and conditions of this Contract.

HOW DOES THE COMPANY USE THE STATEMENTS I MAKE IN THE APPLICATION?

All statements made in the application will be considered to be representations
and not warranties. No statement may be used to make this Contract invalid or to
deny a claim under it, unless the statement is contained in the written
application, a copy of which must have been attached to the Contract at issue or
delivery.

WHEN WILL THIS CONTRACT BE INCONTESTABLE?

This Contract will be incontestable from its Date of Issue.

WHAT IF THE ANNUITANT'S AGE, DATE OF BIRTH OR GENDER HAS BEEN MISSTATED?

If the Annuitant's age, date of birth or gender has been misstated, any amount
payable by us at any time will be that which the Purchase Payments paid would
have bought at the correct age and gender.

Any overpayment by us will be deducted from the payment or payments made after
the correction of the misstatement. Any underpayment by us will be added to the
payment or payments made after the correction of the misstatement.

21
<PAGE> 22
HOW DOES THE COMPANY HANDLE AN ASSIGNMENT OF THIS CONTRACT?

We shall not be charged with notice of assignment of any interest in this
Contract until the assignment (or a copy) is received and recorded at our Home
Office. We are not responsible as to the validity or effect of any assignment.
We may rely solely on the statement of the assignee as to the amount of his or
her interest. The interest of any Beneficiary or other person will be
subordinate to any assignment, whenever made. The assignee will receive any sum
payable to the extent of his or her interest.

WHAT MAY THE COMPANY REQUIRE FOR CONTRACT PAYMENT?

In any settlement (payout) of this Contract, by reason of death, surrender, or
otherwise, we may require the return of the Contract. Due proof of death must be
submitted to us at our Home Office.

WHAT DO RELATIONSHIPS IN ANY BENEFICIARY OR OTHER DESIGNATION REFER TO?

Relationships used in any beneficiary or other designation will refer to the
Annuitant unless the wording indicates otherwise.

WHO HAS THE AUTHORITY TO CHANGE THIS CONTRACT?

No change in the Contract will be valid until it is approved by one of our
executive officers. This approval must be endorsed on or attached to this
Contract. No agent or other person has authority to change this Contract, waive
any of its provisions or accept representations or information not in the
written application.

CAN THE COMPANY POSTPONE ANY PAYMENTS OR TRANSFERS?

We will usually pay any amount payable on surrender or partial surrender within
7 days after we receive written request for the payment at our Home Office. We
will usually pay any death proceeds within 7 days after we receive due proof of
death.

But, any payment involving Cash Value in the Guaranteed Interest Account may be
postponed for up to 6 months from the date we receive the request for a
surrender. And, any payment involving a determination of Cash Value in
Sub-accounts may be postponed in any case whenever:

(a) the New York Stock Exchange (or International Exchange) is closed (except
for customary weekend and holiday closings), or trading on the New York
Stock Exchange is restricted as determined by the Securities and Exchange
Commission (SEC); or

(b) the SEC determines that a state of emergency exists, so that valuation of
the assets of the Variable Account or disposal of securities is not
reasonably practicable.

Transfers among Sub-accounts, and allocations to and against Sub-accounts, also
may be postponed under the circumstances described in (a) and (b) above.

WHAT REPORTS WILL THE COMPANY SEND?

22
<PAGE> 23
We will send an annual report to the Owner showing the then current status of
the Contract. It will show since the last report: Purchase Payments received;
Annual Contract Charge; any partial surrenders (reflecting any surrender
charges); and any transfers (reflecting any transfer charges). It will show as
of the current report date: Cash Value. It will also show as of the current and
prior report dates: Fund Value; Sub-account Unit values; Fund Value in the
Guaranteed Interest Account; and any other information required by state law or
regulation We will also send an annual statement of investments held under the
Sub-accounts of the Variable Account.

We also will send to the Owner any reports required by the Investment Company
Act of 1940.

DOES THIS CONTRACT PAY DIVIDENDS?

We pay no dividends on this Contract.

19. SETTLEMENT OPTIONS

WHAT IS A SETTLEMENT OPTION?

Instead of being paid in a single sum, you may elect to receive any death or
surrender proceeds from this Contract in the form of a Settlement Option. If you
elect a Settlement Option in the form of income payments, the dollar amount of
the payments and how long will we pay them (for example, over the lifetime of a
single Payee or joint Payees), will depend on the terms of that settlement.

Any paid-up annuity, cash surrender, or death benefits that may be available
under the Contract are not less than the minimum benefits required by any
statute of the state in which the Contract is delivered.

CAN ANY PROCEEDS BE PAID IN A SINGLE SUM?

Yes, if one of the Settlement Options described below is not elected, any death
or surrender proceeds will be paid in a single sum.

WHOM CAN I SELECT AS THE PAYEE UNDER A SETTLEMENT OPTION?

Any natural person (not a business entity or trust) in his or her own right. The
payee must be the person to whom proceeds are payable under this Contract.

WHEN CAN I ELECT A SETTLEMENT OPTION?

At any time while the Annuitant is living, you may elect to have the proceeds
paid under one of the Settlement Options described below.

HOW CAN I ELECT OR CHANGE A SETTLEMENT OPTION FOR DEATH PROCEEDS?

You may choose an option or change a prior election while the Annuitant is
living by sending written request to us at our Home Office. However, we must
record this choice or change. You do not need to return the Contract to us to
make the choice or change unless we ask for it.

WHAT IS THE MINIMUM AMOUNT OF PROCEEDS I CAN ELECT TO HAVE APPLIED TOWARD ONE OF
THESE SETTLEMENT OPTIONS?

23
<PAGE> 24
The amount of proceeds applied toward any of these Settlement Options must be at
least $1,000.

CAN THE PAYEE CHOOSE A SETTLEMENT OPTION?

Yes, if the Payee was to receive the proceeds in a single sum, the Payee may
instead choose one of the Settlement Options for proceeds not yet paid. This
must be done by written request to us at our Home Office not more than 1 month
after the proceeds become payable.

WHAT SETTLEMENT OPTIONS ARE AVAILABLE?

- - Option 1. Interest Income - Under this option, we hold the proceeds and
credit interest earned on those proceeds to the Payee. We set the rate of
interest for each year, but that rate will never be less than 2-3/4% a
year. This Option will continue until the earlier of the date the Payee
dies or the date you elect another Settlement Option.

- - Option 2. Income for Specified Period - Under this option, the Payee
receives an income for the number of years chosen. We then calculate an
income that will be based on the Minimum Monthly Income Table 2 for that
period. Note that the longer the period selected (i.e. number of years) the
lower the dollar amount per $1,000 of proceeds. Payments may be increased
by additional interest as we may determine for each year.

- - Option 3. Single Life Income - Under this option, a number of years called
the period certain is chosen. We will then pay income to a single Payee for
as long as that Payee lives or for the number of years chosen (the period
certain), whichever is longer. If the Payee dies after the end of the
period certain, the income payments will stop.

The period certain elected may be:
(a) 0, 10, or 20 years; or

(b) until the total income payments equal the proceeds applied (this is
called a refund period certain).

The amount of the income payments will be figured by us on the date the
proceeds become payable. This amount will be at least as much as the
applicable amount shown in the Minimum Monthly Income Table 3. The income
amounts are based on the 1983 Table a (discrete functions, without
projections for future mortality) with 3-1/2% interest.

If the income payments for the period certain elected are the same as
income payments based on another available longer period certain, we will
deem an election to have been made for the longer period certain.

- - Option 3A. Joint Life Income - We pay income during the joint lifetime of
two people (the Payee and another person). That means if one person dies,
we will continue to pay the same income (or a lesser income) to the
survivor for as long as the survivor lives.

The survivor may receive the same dollar amount that we were paying before
the first Payee died or two-thirds of that amount depending on the election
made at the time of settlement. Note that the lesser (two-thirds) amount
paid to the survivor is elected, the dollar amount

24
<PAGE> 25
payable while both persons are living will be larger than it would have
been if the same amount paid to the survivor had been elected.

The amount of income payable while both persons are living (the joint
lifetime) will be figured by us on the date the proceeds become payable.
This amount will be at least as much as the applicable amount shown in the
Minimum Monthly Income Table 3A. The minimum income amounts are based on
the 1983 Table a (discrete functions, without projections for future
mortality) with 3-1/2% interest.

If a person for whom Option 3A is chosen dies before the first income
amount is payable, the survivor will receive settlement instead under
Option 3 with 10 years certain.

- - Option 4. Income of Specified Amount - Under this Option, the dollar amount
of the income payments is chosen. We will pay that amount for as long as
the proceeds and interest last; but, the dollar amount chosen must add up
to a yearly amount of at least 10% of the proceeds applied. Interest will
be credited annually on the balance of the proceeds. We set the rate of
interest for each year, but that rate will never be less than 2-3/4% a
year.

ARE ANY OTHER SETTLEMENT OPTIONS AVAILABLE?

Yes, the proceeds may be settled under any other option we may agree to.

HOW OFTEN WILL THE PAYEE RECEIVE INCOME PAYMENTS?

Payment will be made monthly unless quarterly, semi-annual or annual payment is
requested by you (or the Payee) when the option is chosen. If payments of the
chosen frequency would be less than $25 each, we may use a less frequent payment
basis.

Multiply the monthly payment by the appropriate factor to obtain less frequent
payment amounts.

<TABLE>
<CAPTION>
Ann. Semi-Ann. Quarterly
---- --------- ---------
<S> <C> <C> <C>
Option 2 11.85 5.97 2.99

Option 3 - 0 Yrs. Certain 11.68 5.90 2.97

Option 3 - 20 Yrs. Certain
or Refund Period Certain 11.80 5.95 2.99

Option 3 - 10 Yrs. Certain
or Option 3A 11.74 5.92 2.97
</TABLE>

WILL I (OR THE PAYEE) RECEIVE AN EXPLANATION OF THE SETTLEMENT OPTION?

Yes, you (or the Payee) will receive a supplementary contract when the proceeds
are settled under one of these options. The contract will state the terms of the
settlement.

WHAT WILL BE PAID WHEN THE PAYEE DIES AFTER THE EFFECTIVE DATE OF THE
SUPPLEMENTARY

25
<PAGE> 26
CONTRACT?

The amount payable under each Option at the Payee's death will be paid as stated
below in a single sum to the Payee's executors or administrators unless
otherwise provided in the settlement approved by us at the time it was chosen.

Option 1 or 4 - Any unpaid proceeds and interest to the date of death.

Options 2 or 3 - The amount which, with compound annual interest, would have
provided any future income payments for: (a) the specified period (Option 2); or
(b) the specified period certain (Option 3). Interest will be at the rate or
rates assumed in computing the amount of income.

WHAT ELSE SHOULD I KNOW ABOUT SETTLEMENT OPTIONS?

Before we pay Option 3 or 3A, we shall need proof of age of the Payee(s) which
satisfies us.

MINIMUM MONTHLY INCOME TABLES

These Tables show the minimum monthly income per $1,000 of proceeds applied
under the applicable option.

Table 2 - Income for a Specified Period Option

<TABLE>
<CAPTION>
Monthly Monthly
Years Amount Years Amount
- ----- ------- ----- -------
<S> <C> <C> <C>
1 $84.37 11 $8.75
2 42.76 12 8.13
3 28.89 13 7.60
4 21.96 14 7.15
5 17.80 15 6.76
6 15.03 16 6.41
7 13.06 17 6.11
8 11.58 18 5.85
9 10.42 19 5.61
10 9.50 20 5.39
</TABLE>

<PAGE> 1
EXHIBIT (9)

MONY Life Insurance Company
1740 Broadway
New York, NY 10019

April 16, 1999

By Edgar

MONY Life Insurance Company
1740 Broadway
New York, NY 10019

Gentlemen:

In my capacity as Vice President and Chief Counsel - Operations of MONY Life
Insurance Company, I have supervised the preparation and review of the
Registration Statement on Form N-4 (Registration No. 333-72259) filed by MONY
Life Insurance Company ("MONY") with the Securities and Exchange Commission
under the Securities Act of 1933 and the Investment Company Act of 1940 for the
registration of individual flexible payment variable annuity contracts
("Contracts") to be issued by MONY, the purchase payments for which may be
allocated by purchasers of the Contracts to MONY Variable Account A
("Account"). I am familiar with the establishment of the Account by MONY on
November 28, 1990 as a separate account under the laws of the State of New York.

My opinion is as follows:

1. MONY has been duly organized under the laws of the State of New York, is a
validly existing corporation, and has been duly authorized to issue the
Contracts.

2. The Account has been duly created and is validly existing as a separate
account pursuant to the aforesaid provisions of New York law.

3. The portion of the assets to be held in the Account equal to the reserve and
other liabilities for variable benefits under the Contracts is not chargeable
with liabilities arising out of any other business MONY may conduct.

4. The Contracts, when issued as contemplated by the Registration Statement,
will be legal, validly issued, and binding obligations of MONY in accordance
with their terms.

In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as I judged to be necessary or
appropriate.

I hereby consent to the filing of this opinion as an exhibit to the
Pre-Effective Amendment No. 1 to the Registration Statement and to the
reference to it under the caption "Legal Matters" in the Prospectus contained
in the Registration Statement.

Very truly yours,

/s/ FREDERICK C. TEDESCHI
- ------------------------
Frederick C. Tedeschi
Vice President and Chief Counsel-Operations

<PAGE> 1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Statement of Additional Information
constituting part of this Pre-Effective Amendment No. 1 to the registration
statement on Form N-4 (Registration No. 333-72259)(the "Registration Statement")
of our report dated February 15, 1999, except for Note 17(b) as to which the
date is March 22, 1999, relating to the consolidated financial statements of
MONY Life Insurance Company and Subsidiaries, which appears in such Statement of
Additional Information. We also consent to the reference to our Firm under the
headings "Independent Accountants" in the Statement of Additional Information.

PricewaterhouseCoopers LLP

New York, New York
April 16, 1999

<PAGE> 1
EXHIBIT (13)

ENTERPRISE
ACCUMULATION
SEC Yield Calculation MONY SERIES FUND, INC. TRUST
DECEMBER 31, 1998 --------------------------------------------------------------- -------------
LONG TERM INTERMEDIATE GOVERNMENT HIGH YIELD
BOND BOND SECURITIES BOND

( a - b ) 625,295.00 296,098.10 205,043.38 699,936.75
c 8,545,015.32200 5,225,768.39000 4,793,407.25200 18,709,185.70200
d 14.17000 11.33000 11.17000 5.37000
(c * d) 121,082,867.11 59,207,955.86 53,542,359.00 100,468,327.22
(a-b) / (c*d) 0.00516 0.00500 0.00383 0.00697
((a-b) / (c*d) +1) 1.00516 1.00500 1.00383 1.00697
((a-b) / (c*d) +1) /\6 1.03139 1.03038 1.02320 1.04254
(((a-b) / (c*d) + 1) /\6) - 1 0.03139 0.03038 0.02320 0.04254
2*((((a-b) / (c*d) + 1) /\6)-1) 0.06278 0.06077 0.04640 0.08507

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

Yield Percentage 6.27759% 6.07671% 4.63969% 8.50705%

LESS MORTALITY AND EXPENSE RISK 1.25000% 1.25000% 1.25000% 1.25000%

30 DAY YIELD 5.02759% 4.82671% 3.38969% 7.25705%

</TABLE>