INVESTORS LIFE INSURANCE CO OF NORTH AMERICA SEPARATE ACC I
485BPOS, 1996-04-24
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          As Filed with the Securities and 
          Exchange Commission on April 24, 1996

               Registration Statement No. 2-77712
          -------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC  20549

                                       FORM N-4

          REGISTRATION STATEMENT UNDER THE
          SECURITIES ACT OF 1933                                    X 

               Pre-Effective Amendment No.    
               Post-Effective Amendment No.    21                   X    
                                        and/or
          REGISTRATION STATEMENT UNDER THE
          INVESTMENT COMPANY ACT OF 1940

               Amendment No.   21                                   X 

                 (Check appropriate box or boxes).

                                 SEPARATE ACCOUNT I 
          _________________________________________________________________
                              (Exact Name of Registrant)
                  Investors Life Insurance Company of North America
          _________________________________________________________________
       
                                 (Name of Depositor)

                       701 Brazos Street, Austin, Texas  78701
          _________________________________________________________________
          
          (Address of Depositor's Principal Executive Offices)  (Zip Code)

          Depositor's Telephone Number, including Area Code: 512-404-5040

          Roy F. Mitte, President
          Investors Life Insurance Company of North America
          701 Brazos Street, Austin, Texas  78701
          _________________________________________________________________
                       (Name and Address of Agent for Service)

          Approximate Date of Proposed Public Offering:  Continuous

          It is proposed that  this filing will become effective  April 29,
          1996, pursuant to paragraph (b) of Rule 485. 

          The  Registrant has registered an indefinite  number or amount of
          securities under the Securities Act of 1933 pursuant to Rule 
          24f-2.  The Rule 24f-2 Notice for the most recent fiscal year was
          filed on February 26, 1996. 

          The  combined  prospectuses  contained  herein   also  relate  to
          Registration Statement No. 2-84850, pursuant to Rule 429. 



                                CROSS REFERENCE SHEET

          Cross Reference sheet pursuant to Rule 495(a) showing location in
          Prospectus (Part A) and Statement of Additional Information (Part
          B) of information required by Form N-4.

                                        PART A

          Form N-4 Item                           Prospectus Caption

          1.   Cover Page                         Cover Page
          2.   Definitions                        Definitions
          3.   Synopsis or Highlights             Introduction
          4.   Condensed Financial
                 Information                      Financial Information
          5.   General Description of             Description of the
                 Registrant, Depositor              Insurance Company, the
                 and Portfolio Companies          Separate Account and
                                                    the Fund
          6.   Deductions and Expenses            Deductions and Expenses
          7.   General Description of             General Description of
                 Variable Annuity Contracts        Variable Annuity Contracts
          8.   Annuity Period                     The Annuity Period
          9.   Death Benefit                      Death Benefits
          10.  Purchases and Contract             Purchases and Contract
                 Values                             Values
          11.  Redemptions                        Redemptions
          12.  Taxes                              Federal Tax Status
          13.  Legal Proceedings                  Legal Proceedings
          14.  Table of Contents of the           Table of Contents of the
                 Statement of Additional            Statement of Additional
                 Information                        Information

                                        PART B

                                                  Statement of Additional
          Form N-4 Item                                Information Caption

          15.  Cover Page                         Cover Page
          16.  Table of Contents                  Table of Contents
          17.  General Information                General Information
                 and History                        and History
          18.  Services                           Services
          19.  Purchase of Securities             Purchase of Securities
                 Being Offered                      Being Offered
          20.  Underwriters                       Principal Underwriter
          21.  Calculations of Yield              Yield Quotations of
                 Quotations of Money                Money Market Division
                 Market Sub-Accounts 
          22.  Annuity Payments                   Annuity Payments
          23.  Financial Statements               Financial Statements
                                                       .Separate Account
                                                       .Insurance Company 



                                      PROSPECTUS

                                  SEPARATE ACCOUNT I

          _________________________________________________________________

                             INDIVIDUAL FLEXIBLE PAYMENT
                              VARIABLE ANNUITY CONTRACTS
                                      ISSUED BY
                  INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA

          _________________________________________________________________


          The  Individual   Flexible  Payment  Deferred   Variable  Annuity
          Contracts  (the  "Contracts") described  in  this Prospectus  are
          designed to be used to provide retirement programs for individual
          purchasers.   The  Contracts  may be  issued  in connection  with
          retirement  plans  which  qualify  for  tax  benefits  under  the
          Internal  Revenue Code  ("tax qualified  Contracts"), as  well as
          retirement  plans which do not qualify for tax benefits under the
          Code ("non-tax qualified Contracts").

          This Prospectus sets forth information  about  Separate Account I
          and the  Contracts  that a  prospective purchaser  ought to  know
          before investing.    Additional information  about  the  Separate
          Account, contained in a  Statement of Additional Information, has
          been filed with the  Securities and Exchange Commission.   A copy
          of  the Statement is available upon request and without charge by
          writing to Investors Life Insurance Company of North America (the
          "Insurance  Company"  or "Investors  Life"),  701  Brazos Street,
          Austin, Texas 78701  (a reply  form has been  included with  this
          Prospectus),  or  by  calling  512-404-5346.   The  Statement  of
          Additional  Information has  the same  date as  the date  of this
          Prospectus,   and  is   incorporated   by  reference   into  this
          Prospectus.   A table of contents for the Statement of Additional
          Information appears on page 51 of this Prospectus.

          THIS PROSPECTUS  IS VALID ONLY  WHEN ACCOMPANIED  BY THE  CURRENT
          PROSPECTUS OF   PUTNAM CAPITAL MANAGER TRUST.   BOTH PROSPECTUSES
          SHOULD BE RETAINED FOR FUTURE REFERENCE.

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

          April 29, 1996 


                                  TABLE OF CONTENTS


          ITEM                                                     PAGE

          Definitions                                                   3
          Introduction                                                  5
          Expense Table                                                 7
          Financial Information                                        11
          Description of the Insurance Company, the
            Separate Account and the Fund                              20
          Deductions and Expenses                                      25
          General Description of Variable Annuity
            Contracts                                                  29
          The Annuity Period                                           33
          Death Benefits                                               36
          Purchases and Contract Values                                39
          Redemptions                                                  42
          Federal Tax Status                                           45
          Legal Proceedings                                            50
          Table of Contents of the Statement of
            Additional Information                                     51
          Appendix - Examples of Deferred Sales                        52
            Charge Calculations


                    The Contracts are not available in all states.

          NO  PERSON  IS  AUTHORIZED  BY  THE  INSURANCE  COMPANY  TO  GIVE
          INFORMATION  OR  TO MAKE  ANY  REPRESENTATION,  OTHER THAN  THOSE
          CONTAINED  IN   THIS  PROSPECTUS.    THIS   PROSPECTUS  DOES  NOT
          CONSTITUTE AN OFFER OF,  OR SOLICITATION OF AN OFFER  TO ACQUIRE,
          ANY INTEREST  OR PARTICIPATION IN THE  VARIABLE ANNUITY CONTRACTS
          OFFERED BY THIS PROSPECTUS TO ANYONE IN ANY STATE OR JURISDICTION
          IN WHICH SUCH SOLICITATION OR OFFER MAY NOT BE MADE LAWFULLY.

                                         -2- 


                                     DEFINITIONS

          The following terms as used in this Prospectus have the indicated
          meanings:

          Accumulation Period:  The period between the commencement of  the
          first Contract Year and the annuity commencement date.

          Accumulation Unit:  A  unit of measurement used to  determine the
          value of  a person's interest  under the Contract  before Annuity
          payments begin.

          Adjusted  Age:   The  age  of  the Annuitant  which  is  used  to
          determine the  applicable  annuity purchase  rate.   The  age  is
          adjusted by either  adding or subtracting  a specified number  of
          years in order  to reflect  predicted longevity.   The number  of
          years to be added or subtracted depends upon the year of birth of
          the Annuitant.

          Annuity:   A contract  providing for Annuity  Payments varying in
          amount  in  accordance  with  the investment  experience  of  the
          applicable subdivision of the Separate  Account Division selected
          by the Contract Owner.

          Annuitant:   The  person  designated under  the  Contract as  the
          measuring  life   for  annuity  payout   options  involving  life
          contingencies; normally, the recipient of Annuity Payments.

          Annuity  Payments:   Periodic  amounts payable  by the  Insurance
          Company   on  and   at  regular   intervals  after   the  annuity
          commencement date preselected under the Contract.

          Annuity Unit:  A unit of measurement used to determine the amount
          of the variable Annuity Payments.

          Contract Year:   A twelve month  period between anniversaries  of
          the Date of Issue of a  Contract.  The first Contract Year begins
          on the Date of Issue.

          Contribution  Year:    A Contract  Year  in  which  at least  one
          Purchase Payment is made.

          Fund:   Putnam Capital Manager Trust ("PCM Trust").

          Owner:  The person (or other entity) to whom a Contract is issued
          by the Insurance Company.

                                         -3- 


          Purchase  Payment:   The  dollar  amount  paid to  the  Insurance
          Company  by or on behalf of a  Contract Owner.  The "Net Purchase
          Payment" is the Purchase Payment reduced by any  applicable state
          premium taxes.

          Separate  Account:   The segregated  investment account  entitled
          "Separate  Account  I"  established  by  the  Insurance   Company
          pursuant to Pennsylvania law and registered as a unit  investment
          trust under the Investment Company Act of 1940, as amended. Prior
          to April 18,  1995, the Separate Account was  known as the "CIGNA
          Separate Account".   As a result of the substitution of shares of
          the  Putnam Capital  Manager Trust  as the  underlying investment
          vehicle, the name of the Separate Account was changed to Separate
          Account I, effective April 18, 1995.

          Separate Account Division:  A  Division of the Separate  Account,
          the assets  of which  consist of shares  of a specified  class of
          shares  of  the Fund.   Each  of  the Separate  Account Divisions
          contains two subdivisions, one for funding Contracts issued under
          tax  qualified  retirement  plans   and  the  other  for  non-tax
          qualified Contracts.    Each  of  the subdivisions  has  its  own
          identified  assets and value.   References to a  Division in this
          Prospectus include, where  the context requires,  the appropriate
          subdivision for a Contract.

          Contract  Withdrawal Value:  The  amount payable to  the Owner or
          other  payee   upon  termination  of  the   Contract  during  the
          Accumulation Period, other  than by reason of  the Annuitant's or
          Owner's death.

          Valuation Date:  A day on which the net asset value of each share
          of the Fund is determined.

          Valuation Period:  Each  business day on which the New York Stock
          Exchange  is  open  for   general  business,  together  with  any
          consecutive non-business days immediately preceding such business
          day and irrespective of whether such exchange is open for general
          business on each business day, together with any consecutive non-
          business day,  immediately preceding  such business day  when the
          Fund values its portfolio securities based upon its determination
          that there is a  sufficient degree of trading in  such securities
          that  the net  asset  value of  its  shares might  be  materially
          affected.

          NOTE:  All masculine  references in this Prospectus are  intended
          to  include  the feminine  gender.    The singular  context  also
          includes the plural and vice versa where appropriate.

                                         -4- 


                                     INTRODUCTION

          The  Contracts  described  in  this Prospectus  are  designed  to
          provide  Annuity Payments  based on  the  life expectancy  of the
          Annuitant.  Such benefits  will begin on a future  date which has
          been preselected  under a  Contract.  Alternative  annuity payout
          options  are available, but may  be limited by  a retirement plan
          under which a  Contract is  issued.   See "The  Annuity Period  -
          Annuity  Payout Options",  page 33,  and "Limitation  on Contract
          Rights", page 30.

          The Contracts  offer Accumulation Units  in up  to four  Separate
          Account Divisions.  The value of an Accumulation Unit is based on
          the  investment  results of  the  underlying shares  of  the Fund
          allocated  to applicable  subdivisions  of  the Separate  Account
          Division(s) selected.  Similarly,  the amount of Annuity Payments
          will  vary based on such underlying investment results.  See "The
          Annuity Period - Annuity Payments", page 33.

          The following is a synopsis of certain features of the Contracts,
          together with  a cross-reference to  the page in  this Prospectus
          where the purchaser may find a more complete description:

               o    The Contracts provide  for allocation  of Net  Purchase
                    Payments to several underlying investment mediums, each
                    with   a   different   investment   objective.      See
                    "Description of the Fund", page 20.

               o    The Contracts provide  that, in the  event of death  of
                    the Annuitant or  Owner before Annuity  Payments begin,
                    the  Insurance Company  will  pay death  proceeds to  a
                    named beneficiary.  See "Death Benefits", page 36.

               o    The  Contracts provide  that  the  owner may  surrender
                    (redeem) a contract in whole or in part for cash before
                    the annuity commencement date (unless restricted by the
                    retirement  plan or applicable Federal tax law) subject
                    to  a  sales charge.   See  "Redemptions", page  42 and
                    "Contract Charges", page 25.

               o    A  penalty  tax  may  be assessed  under  the  Internal
                    Revenue Code in the event of certain early withdrawals.
                    See "Federal Tax Status", page 45.

               o    The  Contracts  provide  that  the  annuity  rates  and
                    contract charges generally may not be changed adversely
                    to a Contract Owner  for the duration of  his Contract.
                    See "Contract Charges", page 25.

                                         -5- 


               o    The Contracts  provide for transfer  of Contract values
                    among Separate Account Divisions, unless  restricted by
                    a  retirement  plan.    See  "Description  of  Contract
                    Rights", page 29.

               o    The Contracts include a limited right  of cancellation.
                    See "Redemption - Right to Cancel", page 44.

          The objective of the Contracts, which may or may not be realized,
          is to  provide relatively  level Annuity Payments  during periods
          when the economy  is relatively stable  and to provide  increased
          Annuity  Payments during  inflationary and  growth periods.   The
          Insurance  Company   seeks  to  assist  the   Contract  Owner  in
          accomplishing this objective by  making several classes of shares
          of  the Fund available from which the Owner may select underlying
          investment mediums.  Each such class is based upon a portfolio of
          Fund  investments  with a  different  investment  objective.   No
          assurance  can be  given  that the  value  of a  Contract  before
          Annuity  Payments  begin,  or  the aggregate  amount  of  Annuity
          Payments made under a Contract, will equal or exceed the Purchase
          Payment  for a  Contract.   Thus,  the  investment risk  under  a
          Contract is borne by the Contract Owner.

                                         -6- 


                                    EXPENSE TABLE

          The  following  Expense  Table  lists the  transaction  expenses,
          annual Contract fee, Separate Account annual expenses, as well as
          the approximate annual expenses  of each Fund of the   PCM Trust,
          related  to  an  investment  in each  Division  of  the  Separate
          Account.    Following  the  Expense  Table  is an  Example  which
          illustrates  the  cumulative amount  of  fees and  expenses  on a
          hypothetical, one-time  investment of $1,000, assuming  a 5% rate
          of return for the stated time periods.

                                                           Growth      
                                       Money               and
          A.   Contractowner           Market    Income    Income    Voyager
               Transaction Expenses    Division  Division  Division  Division

               Deferred Sales
               Charge (maximum, as
               a percentage of
               amount Surrendered
               (1)                       7%         7%        7%        7%

               Exchange Fee (2)       $  5.00    $  5.00   $  5.00   $  5.00
                                       
          B.   Annual Contract Fee
               (3)                    $ 30.00    $ 30.00   $ 30.00   $ 30.00

          C.   Separate Account
               Annual Expenses (as 
               a percentage of
               average account
               value)

               Mortality Risk Fee       0.8%       0.8%       0.8%      0.8%
               Expense Risk Fee         0.4%       0.4%       0.4%      0.4%

               Total Separate      
               Account             
               Annual Expenses          1.2%       1.2%       1.2%      1.2%

          D.   Fund Annual Expenses
               (as a  percentage of  
               Fund average net
               assets (4)
             
               Management Fees          0.45%     0.61%      0.52%     0.60%
               All Other Expenses       0.12%     0.09%      0.05%     0.06%
               Total Fund Annual 
               Expense                  0.57%     0.70%      0.57%     0.68%
              

                                         -7- 

          Notes to Expense Table:

          (1)  Represents maximum deferred sales charge.  The percentage is
          based on  the number of full Contract years between the date of a
          Purchase  Payment and  the date  of withdrawal  or  first Annuity
          Payment and ranges  from 7% for periods of less than two Contract
          years  to 0% for  periods of eight  or more Contract  years.  For
          additional  information, please  refer  to  the section  entitled
          "Contract Charges-Deferred Sales Charge."

          (2)   The Insurance Company reserves the right to impose this fee
          for  the second and subsequent transfer  of Accumulation Units or
          Annuity Units among  Divisions during a Contract year.   However,
          the fee is not currently imposed by the Insurance Company.

          (3)   The Annual Contract  fee is  deducted from the  value of  a
          Contract  on each  anniversary  of  the  issue date,  during  the
          Accumulation Period.   If a  Contract Owner participates  in more
          than one Fund  under a Contract,  only one  such fee is  deducted
          annually.

          (4)   Based on amounts incurred by the applicable PCM Fund during
          calendar year 1995. <R /R>      It should be noted that the Funds
          of  the PCM Trust served as the underlying funding vehicle during
          the  period from April  18, 1995  to December  31, 1995;  for the
          period from January  1, 1995 to  April 17, 1995, shares  of CIGNA
          Annuity  Funds Group  served as  the underlying  funding vehicle.
          The  inclusion  of the  1995 Total  Annual  Fund Expenses  of the
          applicable  Fund of  the  PCM Trust  has  been included  in  this
          prospectus  solely   for  the   purposes   of  the   hypothetical
          illustration set forth in the Expense Table.     

          <R/R>

                                         -8- 


                                       EXAMPLES
             

 
                                                            Growth
                                        Money               and
                                        Market    Income    Income    Voyager
                                        Division  Division  Division  Division
          If you surrender your
          contract at the end of the
          applicable time period:

          You would pay the following
          expenses on a $1,000
          investment, assuming 5%
          annual return on asset
          
    
   
                1 year                  $ 91.91   $ 93.18   $ 91.91   $ 92.99
                3 years                  115.87    119.79    117.87    119.19
                5 years                  139.96    146.68    139.96    145.65
               10 years                  227.17    241.31    227.17    239.14

          If you annuitize at the end
          of the applicable time
          period:

          You would pay the following
          expenses on a $1,000
          investment, assuming 5%
          annual return on assets


                1 year                   $ 91.83   $ 93.01   $ 92.52   $ 93.40
                3 years                   115.63    119.25    117.74    120.45
                5 years                   139.55    145.75    143.17    147.81
               10 years                   226.30    239.37    233.95    243.69

          If you do not  surrender your
          contract:

          You would pay the following
          expenses on a $1,000
          investment assuming 5% annual
          return on assets

                1 year                   $ 19.80   $ 21.16   $ 19.80   $ 20.95
                3 years                    61.20     65.34     61.20     64.70
                5 years                   105.15    112.09    105.15    113.03
               10 years                   227.17    241.31    227.17    239.14
              
                                         -9- 


          The  purpose  of the  Expense Table  is  to assist  a prospective
          purchaser in  understanding the various costs and expenses that a
          Contract Owner  will bear  directly or  indirectly.   For further
          information  concerning the  Separate Account fees  and expenses,
          please  refer   to  the  section  of   this  prospectus  entitled
          "Deductions and  Expenses".  Additional information pertaining to
          Fund  Annual  Expenses is  contained in  the  prospectus of   PCM
          Trust.   In addition to  the costs and  expenses described above,
          the  Contract may  be  subject to  state premium  taxes.   For  a
          discussion of premium taxes please refer to the section  entitled
          "Contract Charges-Premium Taxes."

          The  example is not intended as, and  should not be considered, a
          representation of past  or future expenses.  Actual  expenses may
          be greater or lesser than those shown.

                                         -10- 


                                FINANCIAL INFORMATION

          1.   Accumulation   Unit  Values   (for   an  Accumulation   Unit
          outstanding throughout the period):

          The following information should be  read in conjunction with the
          financial  statements  of    the  Separate  Account ,  which  are
          available  with the  Statement of  Additional Information.   This
          historical data for Accumulation Unit Values is not indicative of
          future performance.


                                MONEY MARKET DIVISION
                                    TAX QUALIFIED

            YEAR   ACCUMULATION   ACCUMULATION   NUMBER OF
                   UNIT VALUE     UNIT VALUE AT  ACCUMULATION
                   AT BEGINNING   END OF PERIOD  UNITS OUTSTANDING
                   OF PERIOD                     AT END OF PERIOD  


             1995  $  1.9080      $  1.9894      1,096,192

             1994  $  1.8661      $  1.9074      1,488,534

             1993  $  1.8446      $  1.8659      1,778,411

             1992  $  1.8062      $  1.8444      2,620,375

             1991  $  1.7286      $  1.8059      4,203,167

             1990  $  1.6223      $  1.7281      7,114,568

             1989  $  1.5065      $  1.6218      8,331,835

             1988  $  1.4208      $  1.5057      8,650,876

             1987  $  1.3507      $  1.4200      8,115,342

             1986  $  1.2827      $  1.3503      7,372,694

             1985  $  1.2017      $  1.2822      7,333,147

             1984  $  1.1015      $  1.2012      5,259,948

             1983  $  1.0191      $  1.1009      2,083,188

                                         -11- 

    

                                MONEY MARKET DIVISION
                                  NON-TAX QUALIFIED

             YEAR    ACCUMULATION       ACCUMULATION      NUMBER OF
                     UNIT VALUE AT      UNIT VALUE AT     ACCUMULATION
                     BEGINNING OF       END OF PERIOD     UNITS
                     PERIOD                               OUTSTANDING AT
                                                          END OF PERIOD

             1995    $  1.8944          $  1.9753         1,334,785

             1994    $  1.8548          $  1.8935         1,660,811

             1993    $  1.8335          $  1.8546         2,525,627

             1992    $  1.7954          $  1.8332         3,196,702

             1991    $  1.7181          $  1.7951         3,868,744

             1990    $  1.6124          $  1.7175         5,103,872

             1989    $  1.4973          $  1.6119         5,870,485

             1988    $  1.4122          $  1.4965         6,816,675

             1987    $  1.3424          $  1.4113         8,038,587

             1986    $  1.2748          $  1.3421         8,275,141

             1985    $  1.1942          $  1.2744         8,447,477

             1984    $  1.0947          $  1.1938         6,569,026

             1983    $  1.0121          $  1.0940         2,331,558


                                         -12- 


                           GROWTH AND INCOME II DIVISION *
                                    TAX QUALIFIED

             YEAR    ACCUMULATION       ACCUMULATION      NUMBER OF
                     UNIT VALUE AT      UNIT VALUE AT     ACCUMULATION
                     BEGINNING OF       END OF PERIOD     UNITS
                     PERIOD                               OUTSTANDING AT
                                                          END OF PERIOD

             1995    $  3.8659          $  5.1527         3,699,687

             1994    $  3.8800          $  3.8384         3,672,031
            
             1993    $  4.1195          $  3.8802         5,709,891

             1992    $  3.7959          $  4.1409         6,907,180

             1991    $  2.7828          $  3.7798         8,510,262

             1990    $  3.0137          $  2.7991         10,978,705

             1989    $  2.3164          $  2.9680         12,887,382

             1988    $  2.2015          $  2.3318         14,392,854

             1987    $  2.1532          $  2.1414         13,496,867

             1986    $  1.9357          $  2.1274         10,556,709

             1985    $  1.5263          $  1.9482         8,735,675

             1984    $  1.5365          $  1.5377         7,281,652

             1983    $  1.1576          $  1.5368         2,180,190
             
               * =  As of April 18, 1995, the former Growth and Income     
                      Division was merged into the Equity Division and the 
                      name of the Equity Division was changed to Growth and
                      Income II Division.
          <R/>

                                         -13- 


                           GROWTH AND INCOME II DIVISION *
                                  NON-TAX QUALIFIED

             YEAR    ACCUMULATION       ACCUMULATION      NUMBER OF
                     UNIT VALUE AT      UNIT VALUE AT     ACCUMULATION
                     BEGINNING OF       END OF PERIOD     UNITS
                     PERIOD                               OUTSTANDING AT
                                                          END OF PERIOD

             1995    $  3.3094          $  4.4140         2,104,990

             1994    $  3.3224          $  3.2870         1,733,131

             1993    $  3.5222          $  3.3225         2,180,991

             1992    $  3.2453          $  3.5405         2,447,435

             1991    $  2.3781          $  3.2315         2,668,712

             1990    $  2.5758          $  2.3921         3,515,922

             1989    $  1.9798          $  2.5367         4,363,345

             1988    $  1.8816          $  1.9930         5,022,828

             1987    $  1.8403          $  1.8302         5,758,523

             1986    $  1.6543          $  1.8183         5,908,341

             1985    $  1.3050          $  1.6650         6,402,515

             1984    $  1.3053          $  1.3147         6,282,175

             1983    $  1.0610          $  1.3055         2,487,117

          
    
   
               * =  As of April 18, 1995, the former Growth and Income     
                    Division was merged into the Equity Division and the   
                    name of the Equity Division was changed to Growth and  
                    Income II Division.
          <R/>

                                         -14- 

                                   INCOME DIVISION
                                    TAX QUALIFIED


             YEAR    ACCUMULATION       ACCUMULATION      NUMBER OF
                     UNIT VALUE AT      UNIT VALUE AT     ACCUMULATION
                     BEGINNING OF       END OF PERIOD     UNITS
                     PERIOD                               OUTSTANDING AT
                                                          END OF PERIOD

             1995    $  2.6495          $ 3.1359          1,580,611

             1994    $  2.7613          $ 2.6484          2,006,254
            
             1993    $  2.4922          $ 2.7602          2,372,918

             1992    $  2.3148          $ 2.4665          3,146,768

             1991    $  2.0194          $ 2.3365          3,898,682

             1990    $  1.9064          $  1.9976         4,611,938

             1989    $  1.6895          $  1.9058         5,842,385

             1988    $  1.5889          $  1.6886         6,396,491

             1987    $  1.5971          $  1.5876         6,645,820

             1986    $  1.3641          $  1.5964         6,022,580

             1985    $  1.1209          $  1.3635         5,354,109

             1984    $  1.0395          $  1.1325         1,600,684

             1983    $  1.0409          $  1.0387         1,600,684


                                         -15- 


                                   INCOME DIVISION
                                  NON-TAX QUALIFIED

             YEAR    ACCUMULATION       ACCUMULATION      NUMBER OF
                     UNIT VALUE AT      UNIT VALUE AT     ACCUMULATION
                     BEGINNING OF       END OF PERIOD     UNITS
                     PERIOD                               OUTSTANDING AT
                                                          END OF PERIOD

             1995    $  2.6168          $  3.0976         2,678,698

             1994    $  2.7274          $  2.6157         3,034,007

             1993    $  2.4620          $  2.7263         3,998,875

             1992    $  2.2868          $  2.4366         4,270,125

             1991    $  1.9950          $  2.3082         4,705,841

             1990    $  1.8835          $  1.9735         6,081,726

             1989    $  1.6693          $  1.8830         7,317,320

             1988    $  1.5699          $  1.6683         8,266,780

             1987    $  1.5778          $  1.5685         8,512,544

             1986    $  1.3477          $  1.5772         8,298,677

             1985    $  1.1074          $  1.3471         8,265,130

             1984    $  1.0408          $  1.1190         8,176,702

             1983    $  1.0064          $  1.0401         3,193,116


                                         -16- 


                                  VOYAGER DIVISION *
                                    TAX QUALIFIED

             YEAR    ACCUMULATION       ACCUMULATION      NUMBER OF
                     UNIT VALUE AT      UNIT VALUE AT     ACCUMULATION
                     BEGINNING OF       END OF PERIOD     UNITS
                     PERIOD                               OUTSTANDING AT
                                                          END OF PERIOD

             1995    $  1.6061          $  2.2337           781,624

             1994    $  1.6303          $  1.6261           798,724

             1993    $  1.4965          $  1.6546           825,839

             1992    $  1.3365          $  1.5166           972,470

             1991    $  0.8190          $  1.3366           978,329

             1990    $  0.9012          $  0.8289         1,022,612

             1989    $  0.7563          $  0.8914           992,682

             1988    $  0.6929          $  0.7564           908,009

             1987    $  1.0000          $  0.6729          782,4423

          
    
   
               * = Prior to April 18, 1995, the Voyager Division was       
                     named the Aggressive Equity Division.

              

                                         -17- 


                                 VOYAGER DIVISION  *
                                  NON-TAX QUALIFIED

             YEAR    ACCUMULATION       ACCUMULATION      NUMBER OF
                     UNIT VALUE AT      UNIT VALUE AT     ACCUMULATION
                     BEGINNING OF       END OF PERIOD     UNITS
                     PERIOD                               OUTSTANDING AT
                                                          END OF PERIOD

             1995    $  1.6031          $  2.2301           645,524

             1994    $  1.6302          $  1.6231           649,408

             1993    $  1.4965          $  1.6545           767,780

             1992    $  1.3363          $  1.5164           761,087

             1991    $  0.8188          $  1.3364           757,114

             1990    $  0.9011          $  0.8287           781,471

             1989    $  0.7562          $  0.8913           750,969

             1988    $  0.6928          $  0.7563           731,019

             1987    $  1.0000          $  0.6728           764,338

             
               * = Prior to April 18, 1995, the Voyager Division was       
           named the Aggressive Equity Division.

              

          Data  for <R/R>  the  Voyager Division  (formerly the  Aggressive
          Equity  Division),   covers  the  period  from   March  31,  1987
          (commencement of operations) to December 31, 1995.

          2.   Money Market Division - Yield Information:

               The Separate Account provides "current yield" and "effective
               yield" quotations with respect to the Money Market Division.
               Both yield figures are based  on historical earnings and are
               not intended to indicate  future performance.  A description
               of  the method  used  to compute  such  yield quotations  is
               included in the Statement of Additional Information.

               The "current yield"  of the Money Market  Division refers to
               the income generated by an investment in  such Division over
               a  particular seven-day  period;  the  particular  seven-day
               period will be stated in the quotation.  This income is then
               "annualized" -  that is, the  amount of income  generated by
               the investment during the seven-day period  is assumed to be
               earned each week  over a 52-week  period and  is shown as  a
               percentage  of the  investment.   The  "effective yield"  is
               calculated in a  

                                         -18-

               similar manner;  however, when annualized, the income earned 
               by  an investment in the Money Market Division is assumed to
               be  reinvested.    Due to  the  compounding  effect  of this
               assumed reinvestment, the "effective yield" will be slightly
               higher than the "current yield".


          3.   Financial Statements:

               The  financial  statements  of  the  Separate  Account   and
               Investors  Life  Insurance  Company  of  North  America  are
               included in the Statement of Additional Information.

                                         -19- 


                        DESCRIPTION OF THE INSURANCE COMPANY,
                          THE SEPARATE ACCOUNT AND THE FUND


          THE INSURANCE COMPANY

          Investors Life  Insurance  Company of  North America  ("Investors
          Life") is a stock life insurance company, organized in 1963 under
          the laws of the Commonwealth of Pennsylvania.  In December, 1992,
          the  Insurance Company changed its state of domicile to the State
          of  Washington  and  merged  with its  immediate  parent  company
          (Investors Life Insurance Company of California).  As a result of
          the  merger, Investors  Life Insurance  Company of  North America
          assumed  all of  the  assets and  obligations  of Investors  Life
          Insurance  Company of  California, and  Investors Life  Insurance
          Company of North  America was  the surviving company.   In  June,
          1993, Investors  Life merged  with its immediate  parent company,
          Standard  Life  Insurance  Company.     Investors  Life  was  the
          surviving  entity.  As a  result, Investors Life  became a direct
          subsidiary of  InterContinental Life Corporation, a insurance and
          financial service holding company. The administrative  offices of
          Investors Life are  located at 701  Brazos Street, Austin,  Texas
          78701.  The  statutory home office of Investors  Life is 2101 4th
          Ave., Seattle,  Washington 98121-2371.  Since  December 28, 1988,
          the  Insurance  Company   has  been  an   indirect,  wholly-owned
          subsidiary of InterContinental Life Corporation, a publicly owned
          holding  company incorporated in New Jersey.  Prior to that date,
          the Insurance Company was  an indirect wholly-owned subsidiary of
          CIGNA Corporation.

          THE SEPARATE ACCOUNT

          The Insurance Company  established the Separate Account  pursuant
          to  the provisions  of the  Pennsylvania Insurance  Code  and has
          registered it  as a  unit investment  trust under  the Investment
          Company Act of 1940.   The Separate Account commenced  operations
          on September 15, 1982.

          The Separate Account currently contains   four Divisions, one for
          each  class of shares of the Fund.   Prior to the substitution of
          shares of PCM  Trust for shares of  CIGNA Annuity Funds  group as
          the  underlying funding  vehicle  for the  Separate Account,  the
          Separate Account  contained five  divisions.  In  connection with
          the substitution, the Growth and  Income Division was merged into
          the Equity Division, and the name of that division was changed to
          Growth and Income II Division.   See also, the discussion  of the
          substitution under the caption  "The PCM Trust" (page 22).   Each
          Division  reflects  the  investment performance  of  the specific
          class  of  Fund  shares allocated  to  it,  and  is divided  into
          subdivisions for  tax qualified and non-tax  qualified contracts,
          respectively.    <R/R>     The  Voyager  Division  (formerly  the
          Aggressive Equity  Division) was  initially made  available under
          the Separate Account on March 31, 1987.

                                         -20- 


          Each Separate Account Division  is administered and accounted for
          as  part of  the  general  business  of  the  Insurance  Company;
          however,  the income,  capital gains  or capital  losses of  each
          Division's  subdivision are  credited to  or charged  against the
          assets  allocated to  that  subdivision without  regard to  other
          income, capital gains or  capital losses of any other subdivision
          or arising out of any other business  the  Insurance  Company may
          conduct.

          The  contractual obligations  under the  Contracts funded  by the
          Separate Account  are assumed by the Insurance Company;  however,
          the investment risk  under a  Contract is borne  by the  Contract
          Owner.

          THE PCM TRUST 

          The PCM Trust  was established to fund variable annuity contracts
          offered by    various  insurance companies.     PCM  Trust  is  a
          diversified,  open-end  management investment  company registered
          under the Investment Company Act of 1940, as amended.   PCM Trust
          offers  a number  of separate portfolios of investments  having a
          variety of investment   objectives. Currently, only the following
          portfolios  of PCM  Trust  are available  under variable  annuity
          contracts offered by this Prospectus:

               PCM  Money  Market  Fund  (which serves  as  the  underlying
               funding  vehicle for the  Money Market Division)  - seeks as
               high a rate of current income as Putnam Management  believes
               is consistent  with preservation of capital  and maintenance
               of liquidity.  It is  designed for investors seeking current
               income with stability of  principal.  The Fund invests  in a
               portfolio of high quality money market instruments.           


               PCM U.S. Government and High Quality Bond Fund (which serves
               as the underlying funding vehicle for the Income Division) -
               seeks current income consistent with preservation of capital
               as its  investment objective.  The Fund invests primarily in
               U.S. Government  securities and  in  other debt  obligations
               rated at least A by Standard & Poor's or Moody's at the time
               of  investment,  or,  if  not rated,  determined  by  Putnam
               Management to be  of comparable quality.    "U.S. Government
               securities" are debt securities  issued or guaranteed by the
               U.S. government, by  various of its agencies,  or by various
               instrumentalities  established  or  sponsored  by  the  U.S.
               government.   


               PCM Growth and Income  Fund (which serves as  the underlying
               funding  vehicle  for the  Growth  and  Income II  Division,
               formerly known as  the Equity  Division)  -   seeks  capital
               growth and current income as its investment objectives.  The
               Fund invests 
                                         -21- 


               primarily in common stocks  that offer potential for capital
               growth,  current income or both.  The Fund may also purchase
               corporate bonds,  notes and debentures, preferred  stocks or
               convertible securities (both  debt securities and  preferred
               stocks) or U.S. government securities,  if Putnam Management
               determines that their purchase would help further the Fund's
               investment objectives.   The types of securities held by the
               Fund may  vary from  time to  time in  light  of the  Fund's
               investment objective, changes in interest rates and economic
               and other factors.  The Fund may also hold a  portion of its
               assets in cash or money market instruments.  


               PCM  Voyager Fund  (which serves  as the  underlying funding
               vehicle  for the  Voyager  Division, formerly  known as  the
               Aggressive Equity Division -   seeks capital appreciation as
               its  investment objective.    It is  designed for  investors
               willing to  assume above-average  risk in return  for above-
               average  capital  growth   potential.    The  Fund   invests
               primarily in  common stocks which Putnam Management believes
               have   potential   for   capital   appreciation    that   is
               significantly  greater than  that of  market averages.   The
               Fund does  not choose investments for  dividend and interest
               income.     

          The shares  of each portfolio of  PCM Trust are purchased  by the
          Insurance Company at net asset value (without sales load) for the
          corresponding  Separate  Account  Division  to  support the  cash
          values of the Contracts.

          Putnam Investment  Management, Inc. ("Putnam Management")  is the
          investment  adviser   to  PCM   Trust.    Putnam   Management  is
          wholly-owned  by Marsh  &  McLennan Companies,  Inc., a  publicly
          owned    holding   company   whose   principal   businesses   are
          international  insurance  and  reinsurance   brokerage,  employee
          benefit consulting and investment management. 

          Prior  to April  18, 1995,  shares of  CIGNA Annuity  Funds Group
          served as the underlying investment  vehicle for the Divisions of
          the Separate  Account.   As a  result  of the  decision of  CIGNA
          Investments, Inc.  ("CII") (the  investment adviser to  the CIGNA
          Annuity Funds  Group to  withdraw from the  active management  of
          equity-based portfolios, the Insurance Company commenced a search
          for another mutual fund group which was in a  position to provide
          substitute  portfolios for the  Separate Account,  as well  as to
          provide an investment adviser to provide equity advisory services
          to the equity  divisions of  CIGNA Annuity Funds  Group during  a
          transition  period  prior  to  the effective  date  of  the  fund
          substitution.   Following discussions  with several  major mutual
          fund  groups, Investors and CII determined that the PCM Trust and
          Putnam  Management   would  provide  a  means   for  the  orderly
          withdrawal of 
                                         -22- 


          CII's  investment   advisory  services,  in  light   of  (i)  the
          willingness of Putnam to provide interim advisory services to the
          equity  divisions of  the  CIGNA Annuity  Funds  Group, (ii)  the
          availability of funds  which offer investment  objectives similar
          to those provided by each series of the CIGNA Annuity Funds Group
          and  (iii) the availability  of a current  PCM Funds registration
          for  funds which could be substituted for the CIGNA Annuity Funds
          Group as  the underlying investment vehicle  for variable annuity
          contracts sponsored by Investors. On November 29, 1993, the Board
          of  Trustees  of the  CIGNA Annuity  Funds  Group, acting  on the
          advice of  CII, terminated the  appointment of CII  as investment
          adviser   to  the CIGNA  Annuity Equity  Fund, the  CIGNA Annuity
          Growth and Income  Fund and the  CIGNA Annuity Aggressive  Equity
          Fund (the "CIGNA Equity Funds").   At the same time, the Board of
          Trustees appointed Putnam Management as the investment adviser to
          the CIGNA Equity Funds. For the period from  November 29, 1993 to
          April 18,  1995 (the  effective date  of the  fund substitution),
          Putnam Management served as the  investment adviser to the  CIGNA
          Equity Funds. 

          Putnam Management  has agreed to reimburse  the Insurance Company
          for  certain  costs that  it will  incur  in connection  with the
          servicing  of Contracts.    The amount  of this  reimbursement is
          equal to 25% of  the effective management fee received  by Putnam
          Management  with respect  to  assets allocated  by the  Insurance
          Company  to the applicable portfolio of PCM Trust, plus an annual
          rate  of one  basis  point times  the  average daily  net  assets
          allocated during the computation  period by the Insurance Company
          to PCM Trust.  

          The prospectus  of PCM Trust, which  accompanies this Prospectus,
          contains  a   more  complete   description   of  the   investment
          objectives,  including attendant risks, of each  portfolio of PCM
          Trust.  In considering  the purchase of the Contracts  offered in
          this Prospectus, you  should read  the  prospectus  of PCM  Trust
          carefully.

                                    VOTING RIGHTS

          The Insurance  Company is  the owner of  record of the  shares of
          each  series of shares  of PCM Trust.   It will  vote such shares
          held in  each Separate  Account Division  at regular and  special
          meetings  of  shareholders  of   PCM  Trust  in  accordance  with
          instructions  received from  persons having  an interest  in such
          series of PCM Trust shares.

          During the Accumulation Period, owners  of Contracts shall have a
          voting  interest  with respect  to  their accounts.    During the
          Annuity Period, the person  entitled to variable Annuity Payments
          will be the person having such voting interest.

          Each person  having a  voting interest  in   shares of  PCM Trust
          attributable to a Contract will initially be allowed to vote the 

                                         -23- 

 
          number of  Accumulation  Units credited  to a Contract  under the
          Separate  Account Division  composed  of such  PCM Trust  shares.
          Persons receiving Annuity Payments  will be allowed an equivalent
          vote  which  shall be  determined by  dividing  the value  of the
          reserve  maintained in such Separate Account Division to meet the
          annuity obligations, by the value of an Accumulation Unit.  Since
          voting  power  is determined  by  the  Separate Account  Division
          Contract  value, such  power  will normally  diminish during  the
          annuity payout phase.

          After  votes  are  tabulated,  the Insurance  Company  will  then
          determine  the number  of    shares of  PCM  Trust owned  by  the
          Separate Account to be voted affirmatively in accordance with the
          proportion of affirmative  votes received to the total  number of
          votes  received from  persons having  a voting  interest  in such
          shares.  Negative votes will be similarly determined.

          Assets may also be maintained in Separate Account Divisions  with
          respect to contracts other than those offered by this Prospectus,
          and votes attributable  to such other contracts  will be computed
          in the same manner.

                                         -24- 


                               DEDUCTIONS AND EXPENSES


          A.   CONTRACT CHARGES:

               The following deductions are made under the Contracts:

               o    Administrative Expense:The Insurance Company deducts an
                    Annual Contract Fee of $30  from the Contract value  on
                    each  anniversary   of  the   issue  date   during  the
                    Accumulation  Period.     Accumulation  Units  will  be
                    reduced proportionately  on  each anniversary  date  to
                    reflect  this  charge.   No    Annual  Contract Fee  is
                    deducted  in the  event  of a  full surrender  or death
                    benefit settlement prior to the anniversary date.

                    The Insurance  Company reserves  the right  to increase
                    the administrative expense charge  by $5 for the second
                    and  each subsequent  transfer  of  Accumulation  Units
                    among  Separate Account  Divisions during  the Contract
                    year (the  "Exchange Fee").   This  charge may  also be
                    imposed for the second  and each subsequent transfer of
                    Annuity Units  among Separate Account  Divisions during
                    the Contract year.  However, there is no present intent
                    to assess  a charge  for transfer,  and notice will  be
                    given to  Contract Owners  prior to imposition  of this
                    charge.

                    The Insurance Company's administrative expenses include
                    salaries,  rent,  postage,  telephone,  travel,  legal,
                    administrative, actuarial and accounting fees, periodic
                    reports,  office  equipment,  stationary and  custodial
                    expenses.    The administrative  expense charge  is not
                    anticipated to  exceed the  expenses to be  incurred by
                    the  Insurance   Company  for  administration   of  the
                    Contracts.

               o    Premium Taxes: Premium taxes ranging from .5% to 3% are
                    currently imposed by certain states and  municipalities
                    on  payments  made  under   annuity  contracts.   Under
                    deferred Contracts,  any  premium tax will be  deducted
                    either   from   the    Purchase  Payment  or  from  the
                    Accumulation Value upon annuitization, as determined in
                    accordance with applicable law.

               o    Deferred  Sales   Charge:    The  Contracts  include  a
                    deferred   sales  charge,  which  is  assessed  against
                    amounts  withdrawn during  early Contract  Years.   The
                    charge also applies at the time Annuity Payments begin,
                    unless (a) the first 

                                         -25- 


                    Annuity Payment  begins after the tenth  Contract Year,
                    (b) the  first Annuity  Payment begins after  the fifth
                    Contract Year and the Annuitant has attained age 59-1/2
                    at  such time or (c) Annuity Payments are being made as
                    part  of  the Death  Proceeds  during  the Accumulation
                    Period or as part  of a distribution upon death  of the
                    Owner during the Accumulation Period.

                    The charge  is  based on  the number  of full  Contract
                    Years between the  date of a  Purchase Payment and  the
                    date of withdrawal or first Annuity Payment, and ranges
                    from 7% for periods of less than 2 Contract Years to 0%
                    for  periods of 8 or  more Contract Years.   The amount
                    subject to deferred sales  charges is allocated to each
                    Contribution   Year,   to   determine  the   applicable
                    percentage charge.  In no event will this charge exceed
                    7% of the  amount of Purchase Payments  accepted by the
                    Insurance Company for a  Contract.  See Appendix, pages
                    52  to 56  for  a  more  complete description  of  this
                    charge, including examples.

                    In determining the amount  of the charge, the Insurance
                    Company assumes that purchase payments are withdrawn on
                    a "first in - first out" basis; this assumption can not
                    be used for purposes  of determining federal income tax
                    liability.

                    Exempt Accumulation  Value:   If, after  the first
                    Contract  Year   (a)  a   withdrawal  request   is
                    received  or  Accumulation  Value  is  applied  to
                    provide  an  annuity  payout  and   (b)  no  other
                    withdrawal  request  has  been   received  by  the
                    Insurance  Company  during  the  Contract Year  of
                    withdrawal or  first Annuity Payment,  then up  to
                    10% of  Accumulation Value will  be exempt from  a
                    sales  charge.    Such  exempt Accumulation  Value
                    will  be  determined  as  of  the  Valuation  Date
                    coincident with  or next  following the date  that
                    the written  request for withdrawal is received by
                    the Insurance  Company at its  Home Office or  the
                    date  that   Accumulation  Value  is   applied  to
                    provide an annuity payout, as applicable.  


               With  respect  to Contracts  issued  in  connection with  an
               Exchange Offer  dated February 25, 1987,  the Deferred Sales
               Charge is not applicable to that portion of the Accumulation
               Value applicable to amounts transferred to a Contract in 

                                         -26- 


               accordance with the provisions of such Exchange Offer.   The
               Exchange  Offer was  made available  during the  period from
               February 25, 1987 to March 23, 1987 by the Insurance Company
               to certain  certificate  holders under  group fixed  annuity
               contracts  issued  by  the  Insurance Company,  or  by  Life
               Insurance Company  of North  America (a former  affiliate of
               the  Insurance Company), to employers maintaining retirement
               plans which meet  the requirements of section  403(b) of the
               Internal Revenue Code.  The  Exchange Offer applies only  to
               amounts so transferred as of April 6, 1987.

               The  Deferred  Sales  Charge  is made  as  a  means for  the
               Insurance Company to recover expenses incurred in connection
               with  distribution of  the  Contracts when  a  withdrawal is
               made, or  Annuity Payments  commence, during  early Contract
               Years.  Because the Contracts are normally purchased for the
               long  term, the  Insurance Company  expects to  recover such
               expenses over time.  Amounts anticipated  to be collected by
               this means  may, however,  be insufficient to  reimburse the
               Insurance Company for its anticipated distribution expenses.
               Amounts from the Company's general account assets (including
               the profits, if  any, from  the Mortality  and Expense  Risk
               Deduction) may be used to cover such expenses.


               o    Mortality and Expense  Risk Deduction:   The  Insurance
                    Company makes a daily charge of 0.0000327  of the value
                    of  the  assets in  each  subdivision  of the  Separate
                    Account  (1.2%  on  an   annual  basis,  consisting  of
                    approximately 0.8% for mortality risks  (the "Mortality
                    Risk  Fee") and  approximately 0.4%  for expense  risks
                    (the "Expense Risk Fee")).  

                    The  Insurance Company's  assumption of  mortality risk
                    arises from its contractual obligation to  make Annuity
                    Payments to  each Annuitant  regardless of how  long he
                    lives and  how long  all  annuitants as  a group  live.
                    Also,  the  Insurance  Company assumes  mortality  risk
                    because of annuity rates in the Contracts, which cannot
                    be increased;  and, if the Annuitant  should die during
                    the Accumulation  Period, the  Insurance Company is  at
                    risk  that the  Accumulation  Value may  not equal  the
                    Death Proceeds.

                    The Insurance  Company also  assumes the risk  that the
                    amounts  deducted for sales and administrative expenses
                    may be  insufficient to cover  the actual cost  of such
                    items.

                                         -27- 


          The above-described  deductions may be modified  by the Insurance
          Company  to the  extent required  by applicable federal  or state
          law.   However, except as described above, the deductions may not
          be modified by the Insurance Company.


          B.   EXPENSES AND RELATED INFORMATION:

          The  Contracts  are  sold  by licensed  insurance  agents  of the
          Insurance  Company who  are  also  registered representatives  of
          broker/dealers who  have  sales  agreements  with  the  Insurance
          Company   and   the   principal   underwriter,   ILG   Securities
          Corporation.

          The  sales  agreements  between  the  principal  underwriter  and
          broker/dealers  provide  for  commissions  as  a  percentage   of
          purchase  payments.   The  percentage depends  upon  the type  of
          purchase  payment  (first contract  year,  renewal,  lump sum  or
          increase), and ranges from 2-1/4% to 9%.  

          Registered representatives of ILG Securities Corporation may also
          sell the Contracts.
             
          In  connection  with  the  distribution  of  the  Contracts,  the
          Insurance   Company   may   pay   servicing   fees   to   certain
          broker/dealers  who  agree  to  provide  ongoing  Contract  Owner
          administrative services.  No such fees are  currently being paid.
          No charges  are separately assessed under the  Contracts, nor are
          deductions made from the Separate Account for these costs.
              
          The expenses of the Separate Account consist of the mortality and
          expense risk deduction described under "Contract Charges", above.
          As a percentage of average net assets, this expense is 1.2% on an
          annual basis.

          The prospectus of PCM Trust describes the expenses and fees which
          are  paid out  of  the  assets of  portfolios  used  to fund  the
          Separate  Account.  For a  discussion of such  expenses and fees,
          please refer to the prospectus of PCM Trust.

                                         -28- 


                  GENERAL DESCRIPTION OF VARIABLE ANNUITY CONTRACTS


          Description of  Contract Rights:   The Contracts  provide certain
          rights  during the  Accumulation Period,  the Annuity  Period and
          upon death of the Owner or Annuitant:

               a.   Accumulation Period: During the Accumulation Period, the
                    Owner of a Contract has the right to:

                    o          Change the beneficiary for death proceeds;
                               surrender the Contract  in whole or in  part
                               for its Withdrawal Value;
                    o          change the annuity payout option;
                    o          change the death benefit payout option;
                    o          transfer  Contract values  between  Separate
                               Account Divisions;
                    o          instruct the Insurance Company as to  voting
                               of Fund shares;
                    o          cancel the Contract by  returning it to  the
                               Insurance  Company  within  10  days   after
                               receipt;
                    o          change  the   designated  Separate   Account
                               Division    for   allocation    of    future
                               contributions;
                    o          change  the  date Annuity  Payments commence
                               (not  later  then  Annuitant's  age  75;  an
                               earlier age  may be  required in  connection
                               with   certain   Contracts  issued   to  tax
                               qualified plans);
                    o          change   the   payee   to  receive   Annuity
                               Payments;
                    o          assign ownership rights under the  Contract,
                               upon   advance   written   notice   to   the
                               Insurance Company.


                b.  Annuity Period: During the Annuity Period, the Owner of
                    a Contract has the right to:

                    o          transfer  Contract values  between  Separate
                               Account Divisions;
                    o          change   the   payee   to  receive   Annuity
                               Payments, during the lifetime of Annuitant;
                    o          change  the  beneficiary  under any  Annuity
                               Payout  Option  which provides  for  a death
                               benefit   upon   death  of   the  Annuitant;
                               change may be made  only during lifetime  of
                               the Annuitant;
                    o          instruct the Insurance Company  as to voting
                               of Fund shares.
                    
                                          -29- 


               c.   Death Benefits - Accumulation Period:

                    In  the  event death  benefit  proceeds become  payable
                    during   the   Accumulation  Period,   the  Beneficiary
                    designated  by the Owner is entitled to payment of such
                    proceeds.   If no  designated Beneficiary  survives the
                    Annuitant  and no  other designation  is provided,  the
                    Owner  shall be  the  Beneficiary, if  he survives  the
                    Annuitant; otherwise,  the Owner's estate shall  be the
                    Beneficiary.

                    If no Annuity  Payout Option has  been selected by  the
                    Owner for death benefit  proceeds, and if the Insurance
                    Company has not previously made a lump sum payment, the
                    beneficiary  may choose  an  Annuity Payout  Option for
                    receipt of such proceeds.

               d.   Death Benefits - Annuity Period:

                    If the Annuitant dies while receiving Annuity Payments,
                    the remaining payments, if any, will  be payable to the
                    Beneficiary  designated  by  the  Owner.    However, if
                    Annuity Payments are  being paid to a Beneficiary  as a
                    death   benefit,   and  such   Beneficiary   dies,  the
                    Beneficiary's  estate  shall  be  entitled  to  receive
                    payment of any remaining proceeds.

                    In  the case  of  Contracts which  are  subject to  the
                    requirements of  section 72(s) of  the Internal Revenue
                    Code  (See  "Death  Benefits  -  Required  Distribution
                    Provisions"), the Contracts  provide that if  the Owner
                    dies while the Annuitant is receiving Annuity Payments,
                    the  Annuitant  is  entitled to  receive  the remaining
                    payments.


          Limitation  on Contract  Rights:   The  Contracts  may be  issued
          pursuant to a tax  qualified or non-tax qualified plan  or trust.
          Such  plan or trust may limit the exercise by participants in the
          plan or trust of certain rights granted by the Contract to Owner,
          Annuitant or  Beneficiary.   For example, although  the Contracts
          permit redemption of all or part of their value prior to the time
          Annuity  Payments begin,  the plan  or trust  may not  permit the
          Owner  to exercise  such  right.   Certain  plans or  trusts  may
          require that the  Owner acquire a  100% vested or  nonforfeitable
          interest in the benefits  provided by the plan or trust before he
          may exercise  any of the  rights provided  by the Contract.   The
          provisions  of the plan or trust instrument should be referred to
          in connection with the Contracts.

                                         -30- 


          In  addition,  assignment  of   interests  under  a  Contract  is
          prohibited when the Contracts  are used to fund retirement  plans
          qualified  under  sections 401,  403(a),  403(b)  or 408  of  the
          Internal  Revenue  Code,  unless  the  Owner is  other  than  the
          Annuitant or the Annuitant's employer.

          Contracts issued in connection with Individual Retirement Annuity
          plans (qualified under section 408  of the Internal Revenue Code)
          provide that  the amount of premiums  in any taxable year  of the
          Owner   may  not  exceed  the   lesser  of  $2,000   or  100%  of
          "compensation"  for such year;  this limitation does not apply to
          amounts which are treated as "IRA rollovers" under the Code.

          Transfers Between Separate Account Divisions:  Once each Contract
          Year, the  Owner  may elect  to  transfer  all or  a  portion  of
          Contract  value  to one  or more  of  the other  Separate Account
          Divisions,  without charge.   The  Owner may  also elect  to make
          additional   transfers  of  Contract  value(s)  between  Separate
          Account  Divisions each  Contract Year;   however,  the Insurance
          Company reserves the right to limit transfers to one per Contract
          Year and to assess a $5 charge for each transfer  after the first
          during a Contract Year.  In either event, written notice will  be
          provided to all Contract owners.

          All elections to transfer must be in writing, signed by the Owner
          and received by the Insurance Company.

          No transfer  of Separate  Account Divisions  is  permitted:   (i)
          within 30 days  of Annuity  Commencement Date; (ii)  if it  would
          result in  applying the  value of  a Contract  to more  than five
          Separate Account Divisions, (iii) if prohibited by state  law; or
          (iv) if prohibited by the applicable retirement plan.

          The number  of Accumulation Units  credited in the  newly elected
          Separate Account Division(s) will be equal to the dollar value of
          the  amount transferred  divided  by  the  current value  of  one
          Accumulation Unit in such newly elected Division(s).

          The  number of Annuity Units credited in a newly elected Division
          will  be determined by multiplying the number of Annuity Units in
          each Division to be transferred by  the current value of one such
          Annuity Unit in the newly elected Division.

          Contract Owners  (and Payees)  who contemplate making  a transfer
          should  first  carefully consider  their  annuity objectives  and
          investment  objectives  of the  current  and  proposed underlying
          classes of Fund  shares.  Frequent transfers  may be inconsistent
          with the long-term objectives of the Contracts.


                                         -31-

          Substituted Securities:  

          If  any  class  of  Fund  shares  should  become  unavailable for
          purchase by the Insurance Company,  or if in the judgment  of the
          Insurance Company further  investment in such class  is no longer
          appropriate  in  view of  the purposes  of the  Separate Account,
          there  may be  substituted  therefor other  shares or  classes of
          shares of a mutual fund which will be described in the Prospectus
          by amendment or revision and net Purchase Payments received after
          a date specified by the Insurance  Company may be applied to  the
          purchase of other shares or  classes of shares of such fund.   In
          either  event, prior  approval by  the affected  Separate Account
          Division  shall  be  obtained.   No  substitution  for  shares or
          classes of shares of a fund not described in this Prospectus will
          be made without the prior approval of the Securities and Exchange
          Commission.


          Change in Operations:

          The  Insurance  Company may  also  sell other  forms  of variable
          annuity  contracts from time to time, such as group contracts and
          flexible payment  individual  contracts, which  provide  benefits
          that vary in  accordance with  the investment  experience of  the
          particular Separate  Account Division in  which they participate.
          In  addition, the Insurance  Company may create  new Divisions of
          the  Separate Account  to provide  additional funding  options to
          Contract  Owners.   No  assurance  can  be  given  that  any  new
          Divisions, if created, will be made available to Contract Owners.
          The Contracts limit to  five (5) the maximum number  of Divisions
          which may be selected.

          The Insurance Company reserves this right  to amend the Contracts
          to meet the requirements  of the Investment Company Act  of 1940,
          or other applicable federal or state laws or regulations.


          Contract  Owner Inquiries:  The Owner of a Contract should direct
          all inquiries  to:   Investors Life  Insurance  Company of  North
          America,  Customer Service Department, 701 Brazos Street, Austin,
          Texas 78701.

          Reports:   The Owner,  or Annuitant as  applicable, will  receive
          notice of all  Fund shareholder meetings.   A  Fund report and  a
          statement  of account as to  the value of  the accumulation units
          held  under the Contract will be furnished annually to the Owner.
          A Separate Account report will be furnished semi-annually.


                                         -32- 


                                  THE ANNUITY PERIOD


          Annuity Commencement Date:   Annuity payments  will begin on  the
          first day  of  the calendar  month selected  by the  Owner.   The
          selected date  may be as early  as  the  50th  birthday   of  the 
          Annuitant, but  may not be  later than the  75th birthday of  the
          Annuitant,  except where  otherwise  agreed to  by the  Insurance
          Company.   The selection of an annuity commencement date may also
          be affected by  the terms  of a  retirement plan  or trust  under
          which  a Contract is issued.  Contracts issued in connection with
          Individual Retirement Annuity plans (qualified  under section 408
          of the Code) provide  that payments must commence not  later than
          the end of the  taxable year in which  the Annuitant attains  age
          70-1/2.   For Contracts  issued in connection  with tax sheltered
          (section  403(b))  annuity  plans,  the  Internal  Revenue   Code
          requires that distributions must commence  no later than the year
          the Annuitant  attains  age 70-1/2  (or  the year  the  Annuitant
          retires  with  respect to  years  beginning prior  to  January 1,
          1989);   these  provisions  apply to  benefits  accruing under  a
          section 403(b) annuity contract after  December 31, 1986.  Unless
          otherwise instructed by the  Owner, the annuity commencement date
          is the Contract anniversary nearest the Annuitant's age 65.

          Annuity Payments:  The  level of annuity payments is based on (i)
          the table specified  in the Contract which  reflects the adjusted
          age  of the  Annuitant, (ii)  the type  of annuity  payout option
          selected and  (iii) the investment performance  of the underlying
          Fund shares selected.  The amount of annuity payments will not be
          affected by adverse  mortality experience or any  increase in the
          expenses of the Insurance  Company in excess of the  charges made
          under  the Contract.   If  the Insurance  Company is  required to
          withhold  certain  amounts from  annuity payments,  in compliance
          with  Federal or State tax  law relating to  collection of income
          taxes at  the source of payment,  the amount so  required will be
          deducted from each payment.


                    Special Note for California Contracts:
                    Certain Contracts  which  are  issued  subject  to
                    California   law  contain   annuity  tables  which
                    reflect  the   adjusted   age  and   sex  of   the
                    Annuitant.   The  Insurance  Company  issues  this
                    type of  contract where issuance  is not known  by
                    the Company  to be  part of an  employer-sponsored
                    plan.


          Annuity  Payout Options:   The  Owner may  elect to  have Annuity
          Payments  made  under  any  one  of  the  Annuity Payout  Options
          described  below.  In addition, the Annuity Payout Options may be
          selected for payout of the Death Proceeds during the Accumulation
          Period, upon 

                                         -33- 


          the death of the Annuitant or Owner, as applicable.   A change of
          option is  permitted if  made at  least 30 days  before the  date
          Annuity Payments are to commence.  In the absence of an election,
          Annuity payments will be  made in accordance with Option  2 below
          with  120 monthly  payments  certain (10-year  period).   Annuity
          payments  will be paid monthly  except that (i)  proceeds of less
          than $3,000 will be  paid in a single sum  or (ii) a schedule  of
          payments payable monthly may be changed to avoid payments of less
          than $20.


          Option 1 - Life Annuity:   An annuity payable monthly  during the
          lifetime  of the Annuitant and terminating  with the last monthly
          payment  preceding the  death  of the  Annuitant.   There  is  no
          guarantee  of a  minimum number  of payments  or provision  for a
          death benefit for beneficiaries.  IT WOULD BE POSSIBLE UNDER THIS
          OPTION  TO RECEIVE ONLY ONE ANNUITY PAYMENT IF THE ANNUITANT DIES
          BEFORE THE DUE DATE OF THE  SECOND ANNUITY PAYMENT, TWO IF  DEATH
          OCCURS BEFORE THE DUE DATE OF THE THIRD ANNUITY PAYMENT DATE, AND
          SO ON.

          Option  2 - Life Annuity  with Annuity Payments  Guaranteed for a
          Designated  Period:    An  annuity  payable  monthly  during  the
          lifetime of the Annuitant.   If, at the  death of the  Annuitant,
          payments  have been made for less than the designated period, any
          unpaid Annuity Payments will be paid to the end of the designated
          period.  Such period may be (a) 10 years, (b) 15 years, or (c) 20
          years.

          Option 3 - Unit Refund Life  Annuity:  An annuity payable monthly
          during  the lifetime of the Annuitant,  terminating with the last
          Annuity  Payment due  before  the death  of  the Annuitant.    An
          additional payment, less  any amounts required to be withheld for
          taxes, may then be payable.   Such payment at death will be equal
          to  the dollar value  of a number  of annuity units  equal to (a)
          minus (b), if such difference is positive, where:


                    total amount applied under the Option at the
          (a)  =    annuity commencement date     
                    -------------------------
                    annuity unit value at the annuity commencement date 


                    number of annuity units represented by each 
          (b)  =    monthly  Annuity  Payment  paid  times  the  number  of
                    monthly annuity payments made.

          Option 4  - Joint and Last Survivor  Annuity:  An annuity payable
          monthly  during  the  joint  lifetime  of  the  Annuitant  and  a
          designated  second person,  and thereafter  during the  remaining
          lifetime of the survivor.  AS UNDER OPTION 1, THERE IS NO MINIMUM
          NUMBER OF GUARANTEED ANNUITY PAYMENTS UNDER THIS OPTION. 


                                         -34- 


          Option 5 -  Joint and  Two-thirds Survivor Annuity:   An  annuity
          payable  monthly during the joint lifetime of the annuitant and a
          designated second  person and  continuing during the  lifetime of
          the survivor in a reduced amount which reflects two-thirds of the
          number of annuity units in effect during such joint lifetime.  AS
          UNDER  OPTION 1, THERE IS NO MINIMUM NUMBER OF GUARANTEED ANNUITY
          PAYMENTS UNDER THIS OPTION.

          Option 6 - Payments for a Designated  Period:  An annuity payable
          monthly for  a designated number of  years from 5 to 30.   In the
          event of the Annuitant's death prior to the end of the designated
          period, Annuity  Payments will be continued  during the remainder
          of such period.   ANNUITY  PAYMENTS UNDER THIS  OPTION ARE  BASED
          UPON THE  PAYMENT OF  THE MORTALITY AND  EXPENSE RISK  DEDUCTION,
          EVEN THOUGH  THERE IS  NO LIFE  CONTINGENCY RISK ASSOCIATED  WITH
          THIS OPTION.

          Determination of Monthly Annuity Payments:  A description of  the
          method for determining the  first and subsequent annuity payments
          is  included in  the Statement  of Additional  Information.   The
          Contracts  contain tables  indicating  the dollar  amount of  the
          first monthly  Annuity Payment which  can be purchased  with each
          $1,000 of  value accumulated  under the Contract.   These  tables
          include  an  assumed interest  rate of  6%  per annum.    This 6%
          assumed  rate  is  the  measuring point  for  subsequent  Annuity
          Payments.  If the actual net investment rate (on an annual basis)
          remains  constant  at  6%,   the  Annuity  Payments  will  remain
          constant.   If  the actual  net investment  rate exceeds  6%, the
          Annuity Payments will increase at a  rate equal to the amount  of
          such excess.   Conversely, if  the actual  rate is less  than 6%,
          Annuity Payments will decrease.


               o    Special Note for New Jersey Contracts:
                    Contracts  subject  to  New  Jersey  law   contain
                    tables  indicating  an  amount  of  first  monthly
                    annuity payment based on an  assumed interest rate
                    of 5% rather than 6%.

          The objective of the Contracts is to provide benefit installments
          which will increase  at a rate sufficient to  maintain purchasing
          power at a  constant level.   For this to  occur, the actual  net
          investment rate  must exceed the  assumed rate of 6%  (5% for New
          Jersey  Contracts) by an amount  equal to the  rate of inflation.
          Of course, no assurance can  be made that this objective  will be
          met.  If the  assumed interest rate were to be increased, Annuity
          Payments  would start at a  higher level but  would increase more
          slowly  or  decrease more  rapidly.   Likewise,  a  lower assumed
          interest rate would provide a lower initial payment  with greater
          increases or lesser decreases in subsequent Annuity Payments.

          Transfer During the  Annuity Period:   For a  description of  the
          Contract  provisions  applicable  to  transfers  between Separate
          Account  Divisions,  refer  to "General  Description  of Variable
          Annuity   Contracts   -   Transfers  Between   Separate   Account
          Divisions". 

                                         -35- 


                                    DEATH BENEFITS


          Accumulation  Period:     If   the  Annuitant  dies   during  the
          Accumulation Period, and prior to the death of the Owner  (if the
          Owner  is an individual other  than the Annuitant), death benefit
          proceeds  will be equal to the Accumulation Value of the Contract
          determined  on  the  valuation   date  coincident  with  or  next
          following the date due proof of the Annuitant's death is received
          by  the Insurance Company.   However, if death  occurs before age
          75, while the  Owner (if other than the  Annuitant) is living and
          before Annuity Payments begin,  the Insurance Company  guarantees
          that  the death  proceeds will  not be  less than  the  amount of
          Purchase Payments made  under the Contract, less a  reduction for
          prior redemptions.

          The  amount of death  benefit proceeds  payable to  a Beneficiary
          will be reduced by an applicable  state premium taxes and by  any
          amounts  required to  be  withheld for  Federal  or State  income
          taxes.

          The  Owner may  designate  the Annuity  Payout  Option for  death
          benefit  proceeds.  If  no such Option  is in effect  at the time
          death  benefit  proceeds are  to be  paid,  the proceeds  will be
          payable  either (i)  in a  single sum  or (ii)  under an  Annuity
          Payout Option selected  by the  Beneficiary.  In  the absence  of
          such an election by the Beneficiary, the proceeds will be paid in
          a single sum.

          Annuity  Period:  If the Annuitant dies after the commencement of
          Annuity  Payments, the death  proceeds, if any,  will depend upon
          the Annuity Payout Option in effect at the time of  death.  Under
          Options 2,  3 or 6,  any remaining payments  will be made  to the
          Beneficiary during  the designated  period.  However,  if Annuity
          Payments are being made as a  death benefit to a Beneficiary, and
          such  Beneficiary  dies,  the  present  value  of  the  remaining
          payments  under Options 2, 3 or 6 will  be paid in a lump sum (at
          an interest rate of 6% for Options 2 and 6)  to the Beneficiary's
          estate.

          Required Distribution Provisions   (Applicable to Contracts other
          than  Contracts  owned  by  the  sponsor  of  a  retirement  plan
          qualified under section 401(a) or 403(a) of  the Internal Revenue
          Code, Contracts issued in connection with a tax sheltered annuity
          plan  under  Section  403(b) of  the  Internal  Revenue  Code, or
          Contracts  issued  in  connection with  an  Individual Retirement
          Arrangement under Section 408 of the Internal Revenue Code):

          Under the  provisions of  section 72(s) of  the Internal  Revenue
          Code,  the  contracts  described  in this  section  must  contain
          specific rules for distribution  of the value of the  Contract in
          the  event of  the  Owner's  death.    Contracts  issued  by  the
          Insurance  Company  which  are  subject to  the  requirements  of
          section 72(s) will include the following provisions: 


                                         -36- 



               o    Accumulation  Period -  If  the Owner  of the
                    Contract  and  the  Annuitant  is   the  same
                    person,  the  Contract provides  that  if the
                    Owner dies before annuity  payments commence,
                    death proceeds  must  be distributed  to  the
                    designated beneficiary within  5 years  after
                    death of the Owner/Annuitant.  Alternatively,
                    if  the designated  beneficiary is  a natural
                    person, such proceeds may be distributed over
                    the life of such beneficiary, or a period not
                    extending beyond the life expectancy  of such
                    beneficiary.   In this event, payments to the
                    beneficiary must commence  not later than one
                    year  after the death  of the Owner/Annuitant
                    (or   such  later  date  as  permitted  under
                    regulations to be issued  by the Secretary of
                    Treasury).  The amount of such death proceeds
                    is determined as described in "Death Benefits
                    - Accumulation Period", above.


                    If the Owner of the Contract is a corporation
                    or  other  non-individual, section  72(s), as
                    amended  by  the  Tax  Reform  Act  of  1986,
                    provides  that  the  primary   annuitant  (as
                    defined in the Code)  shall be treated as the
                    Owner of  the  Contract for  purposes of  the
                    required distribution provisions.   Thus, the
                    death of the primary annuitant will result in
                    application of  the distribution requirements
                    described in the preceding paragraph.


                    Where  the  Owner  of  the  Contract   is  an
                    individual  other  than  the  Annuitant,  the
                    Contract  provides that  if  the  Owner  dies
                    before  the  Annuitant  and   before  annuity
                    payments  commence,  death  proceeds will  be
                    equal   to  the  accumulation  value  of  the
                    Contract  determined  on  the valuation  date
                    coincident  with or  next following  the date
                    proof of the Owner's death is received by the
                    Insurance Company.  However, if the death  of
                    the  Owner occurs  prior  to his  age 75  and
                    before annuity payments begin,  the Insurance
                    Company  guarantees  that the  death proceeds
                    cannot  be   less  than  the  amount  of  the
                    Purchase  Payment  made under  such Contract,
                    less a  reduction for any  prior redemptions.
                    The 


                                         -37- 


                    amount of death proceeds  payable to a beneficiary will
                    be reduced by applicable state premium taxes and by any
                    amounts required  to be  withheld for Federal  or State
                    income taxes.  The  amount of such death  proceeds must
                    be distributed to  the designated beneficiary within  5
                    years  after death of the Owner.  Alternatively, if the
                    designated   beneficiary  is  a  natural  person,  such
                    proceeds  may  be distributed  over  the  life of  such
                    beneficiary, or a period  not extending beyond the life
                    expectancy  of  such  beneficiary.     In  such  event,
                    payments to  the beneficiary  must  commence not  later
                    than one year  after the  death of the  Owner (or  such
                    later date as permitted  under regulations to be issued
                    by  the  Secretary of  Treasury).    The Contract  also
                    provides  that if  the  designated  beneficiary is  the
                    surviving spouse of the  Owner, no death proceeds shall
                    be payable at the  death of the Owner, and  such spouse
                    shall become the owner  of the Contract.  If  the death
                    proceeds are payable on account of death of the  Owner,
                    then no death proceeds  are payable upon the subsequent
                    death of the Annuitant.

               o    Annuity Period - If the owner of the Contract
                    and  the Annuitant  is the  same person,  the
                    Contract  provides that  if  the  Owner  dies
                    after   annuity    payments   commence,   the
                    remaining payments under the Contract must be
                    paid at least as  rapidly as under the method
                    of payment  in effect on the date of death of
                    the Owner.

                    If the Owner of the Contract is a corporation
                    or  other  non-individual, section  72(s), as
                    amended  by  the  Tax  Reform  Act  of  1986,
                    provides  that  the  primary   annuitant  (as
                    defined in the Code)  shall be treated as the
                    Owner  of the  Contract  for purposes  of the
                    required distribution provisions.   Thus, the
                    death of the primary annuitant will result in
                    the    application   of    the   distribution
                    requirements   described  in   the  preceding
                    paragraph.

                    Where  the  Owner  of  the  Contract  is   an
                    individual  other  than  the  Annuitant,  the
                    Contract  provides that  if  the  Owner  dies
                    after annuity payments commence (or after the
                    death of  the  Annuitant while  payments  are
                    being made to  a beneficiary), the  remaining
                    payments must be paid out at least as rapidly
                    as under  the method of payment  in effect on
                    the date of death of the Owner.


                                         -38- 



                            PURCHASES AND CONTRACT VALUES

          How to Purchase a Contract:

          The Contracts  are  sold  by licensed  insurance  agents  of  the
          Insurance  Company who  are  also  registered representatives  of
          broker/dealers which  have sales agreements  with ILG  Securities
          Corporation    and   the    Insurance   Company.       Registered
          representatives of  ILG Securities Corporation may  also sell the
          Contracts.   The principal  underwriter of  the Contracts  is ILG
          Securities  Corporation.   ILG  Securities  Corporation  and  the
          Insurance Company are both indirect, wholly-owned subsidiaries of
          InterContinental  Life  Corporation.    The   principal  business
          address  of  ILG Securities  Corporation  is  701 Brazos  Street,
          Austin, Texas 78701.

          A   Contract  may   be  purchased   by  delivering   a  completed
          application, including Purchase Payment  allocation instructions,
          such  other  forms  as the  Insurance  Company  requires and  the
          Purchase Payment,  where applicable, to the  soliciting agent who
          will forward such payment and forms to the Insurance Company.

          If  the application is complete  and correct upon  receipt by the
          Insurance Company, and if all other required  information and the
          Purchase Payment have also been received by the Insurance Company
          at its  Home Office,  the Contract  will  be issued  and the  net
          purchase  payment will be credited to the Contract to reflect the
          net asset  value of the applicable  Division'(s) underlying class
          of  Fund shares next computed within  two business days following
          such receipt.   In the  event that the  Purchase Payment  and the
          application are received by the Insurance Company in an amount or
          under circumstances  whereby the  Insurance Company has  not been
          provided with  correct or sufficient information  to establish an
          account or with instructions  as to the proper crediting  of such
          payment,  then  the  Insurance  Company  will,  within  five  (5)
          business  days following  receipt,  inform the  purchaser of  the
          reasons  for  delay  and will  request  the  purchaser to  supply
          corrections and further information  or instructions with  regard
          to  the applicable account.  In this event, the Insurance Company
          will  return the Purchase Payment to the purchaser within 5 days,
          unless it obtains  the Purchaser's consent to  retain the payment
          until the corrections have been received.

          Upon  such receipt,  the  Contract will  be  issued and  the  net
          Purchase  Payment will be credited to the Contract to reflect the
          net asset  value of the applicable  Division'(s) underlying class
          of Fund Shares next computed within the next two business days.


                                         -39- 


          If the requested corrections, information or instructions are not
          subsequently  furnished   to  the  Insurance   Company  within  a
          reasonable time  period following  the request, the  Company will
          return any retained purchase payment to the purchaser.  Likewise,
          if  at any time the  Insurance Company determines  that it cannot
          establish  the requested  account, it  will return  such purchase
          payment immediately upon making such determination.

          If the application  is for a Contract used in  connection with an
          Individual Retirement  Arrangement (IRA) under Code  Section 408,
          the  Insurance Company  will  hold  the  Purchase  Payment  in  a
          suspense  account  until  the  expiration   of  the  IRS-mandated
          revocation  period.   Under  IRS  regulations,  if an  individual
          receives IRA informational disclosure fewer than seven days prior
          to the date  on which the plan is established,  the individual is
          permitted a seven-day period  following establishment of the plan
          during  which  to revoke  the  plan and  receive  a refund.   The
          Purchase  Payment will be applied  as of the  valuation date next
          following expiration of the revocation period.  No interest  will
          be paid on funds held in such suspense accounts.


          Purchase Payments:

          The minimum initial  Purchase Payment  is $500 for  an Owner  not
          approved  by  the Insurance  Company  for  pre-authorized checks,
          salary deductions, or other list bill remittances.

          After  a Contract is issued, any Owner may make Purchase Payments
          of  $40 or  more by  remitting checks  directly to  the Insurance
          Company at its Administrative Office.

          The Insurance Company  reserves the right to reject  any Purchase
          Payment if  it is less than  the minimum amount or  not in proper
          order.

               o    Pre-authorized Checks,  Salary Deductions and
                    Other List Bill Remittances:

                    Purchase  Payments for  the Contracts  of at least
                    $40  each may  be made  at  periodic intervals  by
                    Owners who  have  been approved  by the  Insurance
                    Company   for  pre-authorized   checking,   salary
                    deductions, or other list bill remittance.

                    Pre-authorized checks allow the  Insurance Company
                    to  draw  checks  on  a  routine   basis,  usually
                    monthly,   from   a   bank    account   previously
                    established  by  the  Owner.    No  credit  for  a
                    Purchase Payment will  be given should a  check be
                    dishonored for any  reason by  the bank  selected.
                    Neither the Insurance 

                                         -40- 


                    Company  nor  ILG  Securities  Corporation   assume
                    any ability  for   wrongful  dishonor  by  the bank
                    selected; however, the  Insurance Company may agree
                    to  indemnify   a  bank   for  certain  liabilities
                    associated  with  the  checking procedure.

                    A  salary  deduction  mode  authorizes  a  Contract
                    Owner's  employer  to  take  deductions  of  a  set
                    amount from  the  Owner's  salary  and  remit  such
                    amounts   to  the  Insurance  Company  as  Purchase
                    Payments for a Contract.  The Insurance Company and
                    ILG Securities Corporation assume  no liability for
                    any amounts so deducted until  received  in full by
                    the Insurance Company at its Administrative Office.

                    Purchase   Payments  for  a  Contract  issued  to a
                    retirement   plan  may  be  remitted  together with
                    Purchase Payments for other Contracts issued to such
                    retirement plan pursuant to a "list bill" in a form
                    acceptable to the Insurance Company. Where permitted
                    by the  retirement  plan,   and   subject  to   the
                    Insurance    Company's   underwriting  requirements,
                    Purchase  Payments  for  an  amount  less  than  the
                    stated  minimum  for  a  Contract  may  be  remitted
                    pursuant to such an approved "list bill".


          Application of Net Purchase Payments:

          The  Insurance Company  will  reduce a  Purchase  Payment by  any
          applicable  Premium Tax  to determine  the net  Purchase Payment.
          Upon the purchase  of a Contract, the amount of  the net Purchase
          Payment credited to a  Contract will reflect the net  asset value
          of the  applicable Division(s)'  underlying class of  Fund shares
          next computed  within the  next two  business days following  the
          Insurance Company's receipt of  the payment.  However, if  any of
          the required material is incomplete, incorrect or  if the payment
          has not been made, then a delay in Contract issuance or crediting
          of a subsequent payment may be encountered.

          Crediting Accumulation Units:

          Accumulation Units  represent the  value of the  Owner's Contract
          attributable to  the applicable Division(s)  selected (maximum of
          five).  The number  of Accumulation Units  to be credited to  the
          Owner's account  within a Division is determined  by dividing the
          net  Purchase   Payment  allocated   to  that  Division   by  the
          Accumulation  Unit value  of the  applicable Division  as of  the
          Valuation  Date next computed  following the  Insurance Company's
          determination to credit a payment to the Contract.  The number of
          accumulation units will 

                                         -41- 


          not  change because of  a subsequent change  in the value  of the
          unit, but the dollar value  of an accumulation unit will  vary to
          reflect the investment experience of the class(es) of Fund shares
          underlying the selected Division(s).


          Value  of an Accumulation Unit:   (Note -  although the following
          refers to  a "Division", the values  are determined independently
          for  each sub-division).  The  value of an  Accumulation Unit for
          each  Separate Account Division was  established at $1  as of the
          date the applicable class of Fund shares were first purchased for
          that Division.   The value of accumulation  units subsequently is
          determined by multiplying the  value of an Accumulation  Unit for
          the  immediately preceding  Valuation  Date by  a net  investment
          factor for the Valuation Period ending on such date.

          A  net investment  factor for a  Valuation Period  is the  sum of
          1.000000 plus the net investment rate for the applicable Separate
          Account  Division.   The net investment  rate for  the applicable
          Division is equal to  the gross investment rate of  that Division
          for  the valuation  period  expressed in  decimal  form to  seven
          places,  less  a  deduction of  0.0000327  for  each  day in  the
          valuation  period  (1.2%  annually  -  the  fee  charged  by  the
          Insurance  Company  for  undertaking the  mortality  and  expense
          risks).  The applicable gross investment rate is equal to (i) the
          investment income  for the  valuation period, plus  capital gains
          and minus  capital  losses for  the period,  whether realized  or
          unrealized on the assets divided by (ii) the value of such assets
          at the beginning of  the valuation period.  The  gross investment
          rate may be positive or negative.


                                     REDEMPTIONS

          Procedures for Redemption:

          Unless prohibited  by any  applicable retirement plan,  the Owner
          may redeem the Contract  during the Accumulation Period in  whole
          or in  part for  its  Contract Withdrawal  Value as  of the  next
          valuation date coincident  with or  next following  the date  the
          request  for redemption is received by the Insurance Company.  In
          determining redemption  values,  the Insurance  Company does  not
          anticipate  that it will be receiving or applying any premium tax
          refund credits.  No redemptions may be made once Annuity Payments
          have begun.  Requests to  redeem shall be made in writing  to the
          Insurance Company.  If  the request is for the  entire redemption
          value of the Contract,  it shall be accompanied by  the Contract.
          The Contract Withdrawal Value  is determined on the basis  of the
          accumulation unit values on  such valuation date, reduced  by any
          applicable  sales charges  and  premium taxes.    Payment of  the
          Contract  Withdrawal  Value,  less  any amounts  required  to  be
          withheld for taxes, will be 

                                         -42- 


          made within seven days  after the date proper written  request is
          received by the Insurance  Company at its Home Office.   However,
          such payment may  be postponed  whenever (i) the  New York  Stock
          Exchange is closed, except  for holidays or weekends,  or trading
          on  the New York Stock  Exchange is restricted  by the Securities
          and  Exchange   Commission;  (ii)  the  Securities  and  Exchange
          Commission  permits  postponement  and  so orders;  or  (iii)  an
          emergency  exists,  as defined  by  the  Securities and  Exchange
          Commission,  so  that  valuation  of the  assets  or  disposal of
          securities is not reasonably practicable.

          The  Owner  may elect  to have  the  redemption value  applied to
          provide  Annuity  Payments under  any one  of the  annuity payout
          options,  as  permitted  under  the  applicable retirement  plan.
          AMOUNTS  WITHDRAWN BY THE OWNER PRIOR TO THE ANNUITY COMMENCEMENT
          DATE  MAY BE SUBJECT  TO A TAX PENALTY  AND IMMEDIATE TAXATION OF
          ANY INVESTMENT GAIN.


          Partial Redemptions:

          The  Owner may request a partial redemption of his Contract value
          for an amount not less than $300 provided this does not result in
          reducing the remaining value of the Contract to less than $500 on
          the  date of  redemption.   Amounts required  to be  withheld for
          taxes in the event of a partial redemption will not be considered
          part of  the  remaining value  of  the Contract.   If  a  partial
          redemption  request  would  result   in  such  a  reduction,  the
          Insurance Company  will redeem the  total Contract value  and pay
          the  remaining  Contract  Withdrawal  Value,  less  any   amounts
          required to be withheld for taxes, to the Owner.


          Restrictions Under the Texas Optional Retirement Program:

          Participants  in  the  Texas Optional  Retirement  Program  (ORP)
          currently  are  prohibited from  receiving  their  interest in  a
          variable  annuity   contract  issued  under  the   ORP  prior  to
          termination  of employment  in the  Texas public  institutions of
          higher  education,  retirement,  or  death.     Accordingly,  the
          Insurance Company will require a Contract Owner whose Contract is
          issued  under the ORP to  obtain a certificate  of termination of
          employment before Contract Withdrawal Value is paid to the Owner.

          Restrictions Under Certain Section 403(b) Plans:

          As described in "Federal Tax Status-Tax Qualified Plans", Section
          403(b)(11) of  the Internal  Revenue Code (the  "Code") restricts
          the redemption under Section  403(b) annuity contracts of certain
          amounts  which  are  derived  from  contract  contributions  made
          pursuant to a salary reduction agreement.


                                         -43- 


          As  a result of these requirements, the Insurance Company will be
          required  to restrict the amount of contract withdrawals so as to
          comply  with the provisions of  Section 403(b) (11)  of the Code.
          The  staff  of the  U.S. Securities  and Exchange  Commission has
          issued  a  "no  action"  letter,  informing  insurance  companies
          issuing variable  annuity contracts that the above-described Code
          restrictions  may be  implemented, notwithstanding  the otherwise
          applicable redemption   provisions  of the Investment Company Act
          of  1940.  The  Insurance  Company  intends   to  rely  upon  the
          provisions  of the SEC staff "no action"  letter,  and  to comply
          with the provisions of said letter.

          THE  INSURANCE  COMPANY REQUIRES  AN  ACKNOWLEDGMENT  FORM TO  BE
          SIGNED  BY PURCHASERS  OF  SECTION 403(b)  ANNUITY CONTRACTS  FOR
          WHICH  CONTRIBUTIONS  ARE MADE  PURSUANT  TO  A SALARY  REDUCTION
          AGREEMENT.  THE SIGNED ACKNOWLEDGMENT  FORM - A COPY OF WHICH  IS
          INCLUDED  AT  THE END  OF THIS  PROSPECTUS  - MUST  ACCOMPANY THE
          CONTRACT APPLICATION.


          Right to Cancel:

          The  Owner may  cancel the  Contract by  delivering or  mailing a
          written notice (or  sending a telegram) to the  Insurance Company
          and by returning  the Contract  before midnight of  the 10th  day
          after the date of receipt.  The Insurance Company will return all
          amounts due to the Owner within ten days  after receipt of notice
          of  cancellation and the returned  contact.  The  Owner bears the
          investment risk with respect to amounts allocated to the Separate
          Account,  for the period from  the date the  returned Contract is
          received  by the  Company.   Under  the  terms of  the  Contract,
          cancellation  shall entitle the Owner  to an amount  equal to (a)
          the difference between premiums paid, including any contract fees
          and  other charges,  and the  amounts allocated  to  the Separate
          Account, plus (b) the  Accumulation Value of the Contract  on the
          date the returned Contract is received by the Company.


                                         -44- 


                                  FEDERAL TAX STATUS

          General:

          The  Contracts have been designed  so as to  qualify as "variable
          annuity  contracts" for Federal  income tax purposes.   Thus, the
          contracts permit the  Owner to defer  Federal income taxation  on
          increases  in the  value  of a  contract,  until such  time  that
          amounts  are withdrawn from the contract, received in the form of
          annuity payments or paid as a death benefit.

          Under  the  current  provisions  of the  Code,  variable  annuity
          contracts -  other than  contracts issued under  retirement plans
          which qualify for Federal tax benefits under sections 401, 403(b)
          or  408  of  the  Internal  Revenue  Code,  or  under  government
          retirement plans (whether or not  so qualified) or to a state  or
          municipal government for use under a deferred compensation plan -
          will not be treated as an annuity contract for Federal income tax
          purposes  for  any  period  for  which  the  investments  of  the
          segregated asset account on which the contracts are based are not
          adequately   diversified.      This    "adequately   diversified"
          requirement  may be  met  if the  underlying investments  satisfy
          either   a  statutory   safe   harbor  test   or  diversification
          requirements  set forth in regulations issued by the Secretary of
          the Treasury.   The Insurance Company  believes that the  current
          structure of  the Separate Account satisfies  the requirements of
          the  regulations, and it  intends that  the Separate  Account, as
          well as the underlying Funds, will operate in the future so as to
          continue to meet such requirements.


          Non-Tax Qualified Contracts:

          A  Non-Tax Qualified Contract is a Contract which is purchased by
          an individual for his or her own purposes but not pursuant to any
          of  the tax qualified  retirement plans described  in the section
          below.    A Non-Tax  Qualified Contract  may  also be  a Contract
          issued to  a retirement  plan or  plan  of deferred  compensation
          which  is  a non-tax  qualified  plan.   The  tax  status of  the
          annuitant or participant is determined by provisions of such plan
          and/or provisions of the Code applicable to the contract.

          Under the provisions  of the Tax  Reform Act  of 1986, a  Non-Tax
          Qualified Contract which is held by a person who is not a natural
          person (e.g. a  corporation or a trust is  not a natural person),
          is  not treated  as an  annuity contract  for Federal  income tax
          purposes, and the income  on the contract for any taxable year is
          treated  as ordinary income received  or accrued by  the owner of
          the contract during  the taxable  year.   Certain exceptions  are
          provide  for Non-Tax Qualified Contracts held by a trust or other
          entity  as agent for a natural person and for immediate annuities
          (as defined in the 

                                         -45- 


          Code).  THUS, OWNERSHIP  OF A NON-TAX QUALIFIED CONTRACT  BY NON-
          NATURAL PERSONS WHO DO  NOT QUALIFY FOR THE STATUTORY  EXCEPTIONS
          RESULTS IN DENIAL OF  TAX DEFERRAL ON INCREASES  IN THE VALUE  OF
          THE CONTRACT.

          Taxation  of payments under annuity contracts is governed by Code
          Section  72.  Under the  current provisions of  the Code, amounts
          received under a Non-Tax Qualified  Contract prior to the annuity
          commencement date (including payments made upon the  death of the
          Annuitant  or  Owner),  or  as non-periodic  payments  after  the
          annuity  commencement date,  are generally first  attributable to
          any investment gains credited to the Contract over the taxpayer's
          basis (if any) in the Contract.  Such amounts will  be treated as
          income subject to Federal  income taxation.  A 10% penalty tax on
          such withdrawn investment gains will be imposed if the withdrawal
          is made  prior to  age  59-1/2.   This penalty  tax  will not  be
          imposed irrespective of  age if the  amount received is one  of a
          series   of  substantially  equal  periodic  payments  (not  less
          frequently than annually) made for the life or life expectancy of
          the payee.  The requirement that the amount be paid out as one of
          a series of  "substantially equal" periodic payments  is met when
          the  number  of  units  withdrawn  to  make  each distribution is
          substantially the same.   Also,  the  penalty  tax  will  not  be
          imposed  if the  withdrawal follows the death of the Owner (or if
          the  Owner   is  not  an  individual,  the  death  of the primary
          annuitant),  or  is  attributable  to the "total disability"  (as
          defined in the  Code)  of  the Annuitant.    Where  the  Owner of
          the  Contract  is an individual  who is other than the Annuitant,
          the Code (as  amended  by  the  Tax Reform Act  of 1986) provides
          that the penalty  tax is  applicable  to  the  taxable portion of
          payments required to be made  under  the  Contract  following the
          death of the Annuitant.

          If  the Owner of a  Contract transfers (assigns)  the Contract to
          another  individual as  a gift, the  Code (as amended  by the Tax
          Reform  Act of 1986) provides  that the Owner  will incur taxable
          income  at the time of the transfer.   The amount of such taxable
          income  is equal to  the excess,  if any,  of the  cash surrender
          value of  the Contract over the Owner's cash basis at the time of
          the gift.  An exception is provided for certain transfers between
          spouses.

          Annuity  payments made  after the  annuity commencement  date are
          generally taxed to the recipient only as received.  A part of the
          payment  received is a return  of investment in  the contract, if
          any,  and is non-taxable; a portion is  a return of income and is
          subject to ordinary income  tax.  An "exclusion ratio" is used to
          determine the  non-taxable and  taxable portion of  each payment.
          Such exclusion ratio continues until such  time that the taxpayer
          recovers his/her basis in the Contract.  Thereafter, all payments
          received are treated as taxable income.


                                        -46- 

          Tax Qualified Contracts:

          Tax  Qualified Contracts  are Contracts  which are  issued to  or
          pursuant to the following types of retirement plans:

               o    A  plan established  by  a corporate  employer for  the
                    benefit  of its employees  and qualified under sections
                    401(a) or 403(a) of the Code (Corporate plans).
               o    A plan  established  by self-employed  individuals  for
                    themselves  and their  employees  and  qualified  under
                    sections 401(a) or 403(a)  of the Code (Keogh or  HR-10
                    plans).
               o    A tax sheltered annuity  plan maintained by certain tax
                    exempt     organizations,     including     educational
                    institutions,   to   purchase  annuity   contracts  for
                    employees (403(b) Annuity plans).
               o    An Individual Retirement Annuity (IRA) plan established
                    by an individual.


          All  of these plans differ  with respect to  the applicable rules
          which  must be met and followed if  they are to attain and retain
          their  qualified status.    In general,  they have  the following
          common attributes:   tax  deductibility of contributions  (to the
          extent permitted by  the Code), tax deferral of investment income
          and  taxation  to the  plan participant  only  upon receipt  of a
          withdrawal or payment.  Since the plan participant generally does
          not  have a  cost basis in  the value  of the  Contract, payments
          received  by the participant are generally taxed as income to the
          participant.

          Under  the  Code (as  amended  by the  Tax Reform  act  of 1986),
          certain  distributions  prior   to  age  59-1/2  are   considered
          premature distributions and  may result in  application of a  10%
          additional  tax.    In  addition,  the  Code  requires  that  tax
          qualified retirement plans generally provide for the commencement
          of  retirement benefits  no  later than  the  year in  which  the
          employee attains age 70-1/2.

          With  respect  to contracts  issued  in  connection with  Section
          403(b) annuity  plans, the Code restricts  the distribution under
          such contracts of certain amounts which are derived from contract
          contributions  made pursuant  to  a  salary reduction  agreement.
          These  restrictions are set forth  in Section 403(b)  (11) of the
          Code, effective January 1, 1989.  The restrictions apply to:  (i)
          salary reduction contributions made  after December 31, 1988, and
          earnings  on such  contributions, and  (ii) earnings  on contract
          value as of December 31,  1988.  The tax law restrictions  do not
          apply to salary reduction contributions made  prior to January 1,
          1989,  or to  earnings  credited to  such contributions  prior to
          January 1, 1989,

          In accordance with the provisions of the Code, restricted amounts
          may be distributed only in the event of attainment of age 59-1/2, 


                                         -47- 


          separation from service, death, disability (as defined in Section
          72(m)(7)  of the  Code),  or financial  hardship.   The  hardship
          exception is not available with respect to income attributable to
          salary reduction  contributions.   The Insurance Company  will be
          required  to restrict the amount of contract withdrawals so as to
          comply with these provisions of the Code.

          The  Internal   Revenue  Service   has  indicated   that  Section
          403(b)(11) does not change the  circumstances under which a  tax-
          free exchange  of annuity  contracts  may be  made.   Individuals
          contemplating  purchase  of  a   contract  should  refer  to  the
          provisions  of  their employer's  section  403(b)  arrangement to
          determine the investment alternatives available.


          Taxation of the Separate Account:

          Under  the current provisions  of the Internal  Revenue Code, the
          Insurance Company  pays no  taxes  on the  investment income  and
          capital gains of the assets of the Separate Account where used to
          determine  the value  of Contracts.   Accordingly,  the Insurance
          Company currently  makes no adjustments for  Federal income taxes
          (or benefits) in connection  with the Separate Account Divisions.
          The Insurance Company  retains the right to make  adjustments for
          Federal  income taxes  to Separate  Account assets  should future
          changes in the Code so warrant.


          Tax Withholding and Reporting:

          The Insurance Company may be required to withhold certain amounts
          from both periodic and  non-periodic payments under the Contracts
          in  accordance with Federal tax law relating to the collection of
          Federal income tax at the source of payment.  A payor of periodic
          annuity  payments  is required  to  withhold  amounts as  if  the
          payment were a payment  of wages from an employer to an employee.
          However,  an individual  recipient of  certain types  of periodic
          payments  is allowed to  elect to have  no withholding  made in a
          manner prescribed by the United States Treasury Department.

          Similarly, a  payor of certain non-periodic  payments is required
          to withhold amounts unless an individual recipient elects against
          tax  withholding  in a  manner  prescribed by  the  U.S. Treasury
          Department.   Non-periodic payments include  payments made before
          and  after the annuity commencement  date such as  lump sum death
          proceeds and partial or full surrenders (redemptions) of Contract
          value.    The  withholding requirements  will  not  apply  to the
          portion  of  a payment  which is  reasonably  believed to  be not
          includable  in  gross income  of  the recipient  for  Federal tax
          purposes.

          The  Insurance  Company  will  transmit a  notice  to  individual
          recipients of Contract payments of the right to elect against 


                                         -48- 


          Federal  income tax  withholding, in a  form and  containing such
          information as the Secretary  of the Treasury prescribes.   If an
          individual elects against withholding,  the Insurance Company may
          nonetheless  be required to withhold  if it has  not received the
          recipient's tax identification number.

          Under  the current provisions of  the Code, the Insurance Company
          is  required  to  withhold  Federal  income  taxes  from  certain
          distributions  from  tax-qualified  retirement  plans   and  from
          section 403(b) Annuity plans.  These requirements do not apply to
          distributions from IRA plans  or from deferred compensation plans
          subject  to section 457 of  the Code.   The mandatory withholding
          (at a 20%  rate) applies  to distributions which  are treated  as
          "eligible rollover  distributions"  under the  Code,  unless  the
          amount  is  distributed  as  a  "direct  rollover".    For  these
          purposes,  a "direct rollover" is one which is made directly from
          the qualified  plan to another  qualified plan, or  directly from
          the  qualified  plan  to an  IRA.    In  other words,  a  "direct
          rollover"  does not  involve the  receipt of  any portion  of the
          distribution  by  the taxpayer.    Unless  an "eligible  rollover
          distribution"  qualifies  as  a  "direct  rollover", the  taxable
          portion thereof is  subject to  20% withholding.   The  Insurance
          Company is required to  forward the amount of the  withholding to
          the IRS.   The  taxpayer may  not elect out  of this  withholding
          described in this paragraph.

          In addition to tax withholding, the Insurance Company is required
          to  report  information  on  distributions  under the  Contracts.
          Distributions  include partial  and  full surrenders  as well  as
          annuity payments.   Information is reported on  forms pursuant to
          Internal Revenue Service regulations.


          General:

          Because  of  the complexity  of the  law  and the  fact  that tax
          results  will  vary  according  to  the  factual  status  of  the
          individual  involved, tax  advice  may  be  needed  by  a  person
          contemplating purchase  of a Contract  or the exercise  of rights
          under a Contract.   The above comments concerning  Federal income
          tax  consequences are  not  an exhaustive  discussion of  all tax
          questions  that might arise.  In addition, state income or estate
          tax  considerations may  also be  involved in  the purchase  of a
          Contract or the exercise of rights under a Contract,  and are not
          discussed in this Prospectus.  The Insurance Company's management
          cannot  predict what, if any,  future action the  Congress or the
          Internal Revenue  Service might take with respect to the taxation
          of  variable annuity  contracts  of the  type  described in  this
          Prospectus.   For complete information on  particular Federal and
          state  tax  considerations, a  qualified  tax  advisor should  be
          consulted.


                                         -49- 


                                  LEGAL PROCEEDINGS


          The  Insurance Company is engaged in  litigation of various kinds
          which in its judgment  is not of material importance  in relation
          to its  total  shareholders'  equity.   There  is  no  litigation
          pending to which the Separate Account is a party.



                                         -50- 



                                  TABLE OF CONTENTS
                      OF THE STATEMENT OF ADDITIONAL INFORMATION


          The Statement of Additional Information includes a description of
          the following items:

               1.   General Information and History
               2.   Services
               3.   Purchase of Securities Being Offered
               4.   Principal Underwriter
               5.   Yield Quotations of Money Market Division
               6.   Annuity Payments
               7.   Additional Information
               8.   Financial Statements
                                    o     The Separate Account
                                    o     The Insurance Company


                                         -51- 



                                       APPENDIX

                    Examples of Deferred Sales Charge Calculations

          The  Insurance Company will determine the  amount of Sales Charge
          applicable to a withdrawal or commencement of Annuity Payments as
          follows:

                    STEP 1     A Gross  Chargeable Amount  is determined by
                               the Insurance  Company.  This amount  is the
                               lesser of  (a) the dollar amount of Purchase
                               Payments  made and  not previously withdrawn
                               and   (b)   the  amount   requested   to  be
                               withdrawn or applied to Annuity Payments;

                    STEP 2     A  Net  Chargeable Amount  is  determined by
                               the Insurance  Company.  This amount  is the
                               Gross  Chargeable  Amount  less  any  Exempt
                               Accumulation Value then applicable.

                    STEP 3     A Net  Chargeable Amount  is then  allocated
                               by    the   Insurance    Company   to   each
                               Contribution Year.

                    STEP 4     The  Net  Chargeable Amount  allocated  to a
                               Contribution  Year  is  multiplied  by   the
                               Applicable Percentage shown:

               No. of Full Contract Years
               Between the Beginning of a
               Contribution Year and Date
               of Withdrawal (or First Annuity Payment)

                                                    Applicable
                                                    Percentage

                          less than 2               7%
                          2                         6%
                          3                         5%
                          4                         4%
                          5                         3%
                          6                         2%
                          7                         1%
                          8 or more                 0%

                    STEP 5     The Sales  Charge applicable to a withdrawal
                               request  or   application  of   Accumulation
                               Value  is  the  sum  of  amounts  determined
                               under STEP 4.

                                         -52- 


          Contract Withdrawal Value is  the amount of a withdrawal  request
          reduced by the applicable Sales Charge.

          The  Insurance  Company   assumes  that  Purchase  Payments   are
          withdrawn on  a "first  in  - first  out" basis  for purposes  of
          determining the Sales Charge.  This assumption cannot be used for
          purposes of determining federal income tax liability.


                                SALES CHARGE EXAMPLES

                
          The  following  examples  assume  that Purchase  Payments  for  a
          Contract are as follows:

          Contract Year        Total Purchase Payments

               1                         $1,200
               2                          2,400
               3                          2,400
               4                              0
               5                              0
               6                              0
               7                              0
               8                              0
               9                          3,600
                                         $9,600

          The  assumed Accumulation  Value  on the  date  of withdrawal  is
          $10,600.  No other  withdrawal requests are assumed to  have been
          made by the Owner.

          Example 1:      Illustration  of  a Sales  Charge  on  a  partial
                          withdrawal request for $8,000

                    STEP 1     The Gross Chargeable Amount is $8,000.

                    STEP 2     The  Net  Chargeable  Amount  is  the  Gross
                               Chargeable  Amount   ($8,000)  less   Exempt
                               Accumulation Value:

                          Exempt Accumulation Value =
                          $10,600 X 0.1  =  $1,060
                          Net Chargeable  Amount  =  $8,000 - $1,060 = $6,940

                    STEP 3     The  Net  Chargeable  Amount  is applied  to
                               "Contribution Years":


                                         -53- 


                                Gross Chargeable         Net Chargeable
                                Amount allocated         Amount allocated
          Contract Year         to Contribution Year     to  Contribution Year

               1                     $1,200                    $1,200
               2                      2,400                     2,400
               3                      2,400                     2,400
               4                          0                         0
               5                          0                         0
               6                          0                         0
               7                          0                         0
               8                          0                         0
               9                      2,000                       940
                                                                          
                                     $8,000                    $6,940

          *The  Gross Chargeable Amount for subsequent withdrawals is  $1,600
          ($3,600 - $2,000), allocated to Contract Year 9.

                    STEP 4    Net   Chargeable    Amounts    allocated    to
                              Contribution   Years  are  multiplied  by  the
                              Applicable   Percentage  and   STEP  5,  added
                              together:


                              Net                                    
                              Chargeable          Applicable       Sales
          Contract Year       Amount              Percentages      Charge

               1               $1,200               0%          $  0.00
               2                2,400               1%            24.00
               3                2,400               2%            48.00
               4                    0               3%             0.00
               5                    0               4%             0.00
               6                    0               5%             0.00
               7                    0               6%             0.00
               8                    0               7%             0.00
               9                  940               7%            65.80
                                                                  
                               $6,940                           $137.80

          Contract Withdrawal Value ($8,000 - $137.80) =      $7,862.20


                                           -54- 


          Example 2:          Illustration of Sales Charge on full Surrender


                     STEP 1      The  Gross Chargeable Amount  is the lesser
                                 of  Purchase  Payments  for   the  Contract
                                 ($9,600)   and   the   Accumulation   Value
                                 ($10,600) = $9,600.


                     STEP 2      The  Net  Chargeable  Amount  is  the Gross
                                 Chargeable  Amount   ($9,600)  less  Exempt
                                 Accumulation Value:
                                 Exempt Accumulation Value = $10,600 X 0.1 =
                                 $1,060
                                 Net Chargeable Amount = $10,600  - $1,060 =
                                 $8,540

                     STEP 3      The  Net Chargeable  Amount  is applied  to
                                 "Contribution Years"



                                 Gross Chargeable         Net Chargeable
                                 Amount allocated         Amount allocated
          Contract Year          to Contribution Year     to Contribution Year

               1                     $1,200                    $1,200
               2                      2,400                     2,400
               3                      2,400                     2,400
               4                          0                         0
               5                          0                         0
               6                          0                         0
               7                          0                         0
               8                          0                         0
               9                      3,600                     2,540
                                                                          
                                     $9,600                    $8,540


                                           -55- 


                    STEP 4    Net    Chargeable   Amounts    allocated    to
                              Contribution   Years  are  multiplied  by  the
                              Applicable   Percentage  and   STEP  5,  added
                              together:


                              Net Chargeable      Applicable       Sales
          Contract Year       Amount              Percentages      Charge

               1               $1,200               0%          $  0.00
               2                2,400               1%            24.00
               3                2,400               2%            48.00
               4                    0               3%             0.00
               5                    0               4%             0.00
               6                    0               5%             0.00
               7                    0               6%             0.00
               8                    0               7%             0.00
               9                2,540               7%           177.80
                                                                            
                               $8,540                           $249.80


          Contract Withdrawal Value (Surrender Value) 
          = $10,600 - $249.80 = $10,350.20


                                           -56- 


       To obtain  a copy of the  Statement of Additional Information  for the
       Individual  Flexible  Payment Variable  Annuity Contracts,  detach and
       mail this form.

       TO:   Investors Life Insurance Company of North America
             701 Brazos Street
             Austin, Texas 78701

       I  have been furnished with  a Prospectus of  Investors Life Insurance
       Company of North America Separate  Account I (dated  April  29, 1996),
       describing the Individual Flexible Payment Variable Annuity Contracts.
       Please  send  me a  copy of  the  Statement of  Additional Information
       pertaining to such Contracts.



                              NAME:                                      
                                       (Please Print)



                              Mailing
          (Date)              Address:                                   
                                       Street or P.O. Box

                                                                        
                                       City       State     Zip



                                           -57- 



                                 ACKNOWLEDGMENT FORM
                                SECTION 403 (b) PLANS


          _________________________________________________________________


          NOTE:     This   form  is   required  in   connection   with  all
                    applications for  Contracts to be issued  in connection
                    with Section 403(b)  plans, where contributions  are to
                    be made pursuant to a salary reduction agreement.

          TO:       Investors Life Insurance Company of North America
                    701 Brazos Street
                    Austin, Texas 78701



          With reference to my application for a variable  annuity contract
          to be issued  in connection  with a Section  403(b) annuity  plan
          maintained  by  my   employer,  I  have  been  furnished  with  a
          prospectus of  Investors Life Insurance Company  of North America
          Separate  Account I (dated April 29, 1996).  The contributions to
          the  contract  will  be  made  pursuant  to  a  salary  reduction
          agreement with my employer.

          I  acknowledge that I have read and understand the description on
          pages 43 and 47 of the prospectus, pertaining to the restrictions
          or redemptions  imposed by  Section 403(b) (11)  of the  Internal
          Revenue Code.    I  further acknowledge  that  I  understand  any
          investment alternatives under my employer's Section  403(b) plan,
          to which I may elect to transfer contract values.


                                                                      
          Date                         Signature of Applicant



                              Address:                                     


                                         -58- 



          Investors Life Insurance
          Company of North America

          701 Brazos Street
          Austin, Texas 78701



          ILG Securities Corporation

          701 Brazos Street
          Austin, Texas 78701




                                                  PROSPECTUS

                                                  April 29, 1996




                                   Flexible Payment
                        Individual Variable Annuity Contracts
                                      Issued by
                           Investors Life Insurance Company
                                   of North America 




          ILCO Investors Life Insurance
          Company

          701 Brazos Street
          Austin, Texas 78701



          ILG Securities Corporation

          701 Brazos Street
          Austin, Texas 78701



                                                  PROSPECTUS

                                                  April 29, 1996




                                   Flexible Payment
                        Individual Variable Annuity Contracts
                                      Issued by
                        ILCO Investors Life Insurance Company 

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


                                      PROSPECTUS

                                  SEPARATE ACCOUNT I

          _________________________________________________________________

                              INDIVIDUAL SINGLE PAYMENT
                              VARIABLE ANNUITY CONTRACTS
                                      ISSUED BY
                  INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA

          _________________________________________________________________
          

          The Individual Single Payment Deferred Variable Annuity Contracts
          (the "Contracts") described in this Prospectus are designed to be
          used to  provide retirement programs  for individual  purchasers.
          The Contracts may  be issued in connection  with retirement plans
          which  qualify for tax  benefits under the  Internal Revenue Code
          ("tax qualified Contracts"), as well as retirement plans which do
          not qualify for tax  benefits under the Code ("non-tax  qualified
          Contracts").

          This Prospectus sets forth information about  Separate  Account I
          and  the Contracts  that a  prospective  purchaser ought  to know
          before  investing.   Additional  information  about the  Separate
          Account, contained in a  Statement of Additional Information, has
          been filed with the  Securities and Exchange Commission.   A copy
          of  the Statement is available upon request and without charge by
          writing to Investors Life Insurance Company of North America (the
          "Insurance Company"),  701 Brazos Street, Austin,  Texas 78701 (a
          reply form has been included with this Prospectus), or by calling
          (512) 404-5350.  The Statement of Additional Information  has the
          same date as the date of this Prospectus, and  is incorporated by
          reference  into this  Prospectus.   A table  of contents  for the
          Statement of  Additional Information appears  on page 48  of this
          Prospectus.

          THIS  PROSPECTUS IS  VALID ONLY  WHEN ACCOMPANIED BY  THE CURRENT
          PROSPECTUS OF   PUTNAM CAPITAL MANAGER TRUST.   BOTH PROSPECTUSES
          SHOULD BE RETAINED FOR FUTURE REFERENCE.

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

          April 29, 1996 



                                  TABLE OF CONTENTS


          ITEM                                                     PAGE

          Definitions                                                 3
          Introduction                                                5
          Expense Table                                               7
          Financial Information                                       11
          Description of the Insurance Company, the
            Separate Account and the Fund                             20
          Deductions and Expenses                                     25
          General Description of Variable Annuity
            Contracts                                                 28
          The Annuity Period                                          32
          Death Benefits                                              35
          Purchases and Contract Values                               38
          Redemptions                                                 40
          Federal Tax Status                                          42
          Legal Proceedings                                           48
          Table of Contents of the Statement of
            Additional Information                                    48



                    The Contracts are not available in all states.

          NO  PERSON  IS  AUTHORIZED  BY  THE  INSURANCE  COMPANY  TO  GIVE
          INFORMATION  OR  TO MAKE  ANY  REPRESENTATION,  OTHER THAN  THOSE
          CONTAINED  IN   THIS  PROSPECTUS.    THIS   PROSPECTUS  DOES  NOT
          CONSTITUTE AN OFFER OF,  OR SOLICITATION OF AN OFFER  TO ACQUIRE,
          ANY INTEREST  OR PARTICIPATION IN THE  VARIABLE ANNUITY CONTRACTS
          OFFERED BY THIS PROSPECTUS TO ANYONE IN ANY STATE OR JURISDICTION
          IN WHICH SUCH SOLICITATION OR OFFER MAY NOT BE MADE LAWFULLY.


                                         -2- 


                                     DEFINITIONS


          The following terms as used in this Prospectus have the indicated
          meanings:

          Accumulation  Period:  The period between the commencement of the
          first Contract Year and the annuity commencement date.

          Accumulation Unit:  A  unit of measurement used to  determine the
          value of a  person's interest under  the Contract before  Annuity
          payments begin.

          Adjusted  Age:    The  age of  the  Annuitant  which  is used  to
          determine  the applicable  annuity  purchase rate.    The age  is
          adjusted  by either adding  or subtracting a  specified number of
          years in order  to reflect  predicted longevity.   The number  of
          years to be added or subtracted depends upon the year of birth of
          the Annuitant.

          Annuity:   A contract providing  for Annuity Payments  varying in
          amount  in  accordance  with  the investment  experience  of  the
          applicable subdivision of the  Separate Account Division selected
          by the Contract Owner.

          Annuitant:    The person  designated  under the  contract  as the
          measuring  life  for   annuity  payout  options  involving   life
          contingencies; normally, the recipient of Annuity Payments.

          Annuity  Payments:   Periodic  amounts payable  by the  Insurance
          Company   on  and   at  regular   intervals  after   the  annuity
          commencement date preselected under the Contract.

          Annuity Unit:  A unit of measurement used to determine the amount
          of the variable Annuity Payments.

          Contract  Year:  A  twelve month period  between anniversaries of
          the Date of Issue of a Contract.  The first  Contract Year begins
          on the Date of Issue.

          Contribution  Year:    A Contract  Year  in  which  at least  one
          Purchase Payment is made.

          Fund:   Putnam Capital Manager Trust ("PCM Trust").

          Owner:  The person (or other entity) to whom a Contract is issued
          by the Insurance Company.


                                         -3- 


          Purchase  Payment:    The  dollar amount  paid  to  the Insurance
          Company  by or on behalf of a  Contract Owner.  The "Net Purchase
          Payment" is  the Purchase Payment reduced by any applicable state
          premium taxes.

          Separate  Account:   The  segregated investment  account entitled
          "Separate  Account I"  established by  the Insurance  Company and
          registered  as  a  unit  investment trust  under  the  Investment
          Company Act  of 1940, as amended.   Prior to April  18, 1995, the
          Separate Account was known as the "CIGNA Separate Account".  As a
          result  of the  substitution  of  shares  of the  Putnam  Capital
          Manager Trust as the  underlying investment vehicle, the name  of
          the Separate Account was changed to Separate Account I, effective
          April 18, 1995.

          Separate Account Division:   A Division of the  Separate Account,
          the  assets of which  consist of shares  of a  specified class of
          shares  of  the Fund.   Each  of  the Separate  Account Divisions
          contains two subdivisions, one for funding Contracts issued under
          tax  qualified  retirement  plans   and  the  other  for  non-tax
          qualified  Contracts.    Each of  the  subdivisions  has  its own
          identified  assets and value.   References to a  Division in this
          Prospectus include,  where the context requires,  the appropriate
          subdivision for a Contract.

          Contract  Withdrawal Value:  The  amount payable to  the Owner or
          other  payee   upon  termination  of  the   Contract  during  the
          Accumulation Period, other than by  reason of the Annuitant's  or
          Owner's death.

          Valuation Date.  A day on which the net asset value of each share
          of the Fund is determined.

          Valuation Period:  Each business day on which the  New York Stock
          Exchange  is  open  for   general  business,  together  with  any
          consecutive non-business days immediately preceding such business
          day and irrespective of whether such exchange is open for general
          business on each business day, together with any consecutive non-
          business day,  immediately preceding  such business day  when the
          Fund values its portfolio securities based upon its determination
          that there is a  sufficient degree of trading in  such securities
          that  the net  asset  value of  its  shares might  be  materially
          affected.

          NOTE:  All  masculine references in this  Prospectus are intended
          to  include  the  feminine  gender.   The  singular  context also
          includes the plural and vice versa where appropriate.


                                         -4- 


                                     INTRODUCTION


          The  Contracts  described  in  this Prospectus  are  designed  to
          provide  Annuity Payments  based on  the  life expectancy  of the
          Annuitant.  Such benefits  will begin on a future  date which has
          been preselected  under a  Contract.  Alternative  annuity payout
          options  are available, but may  be limited by  a retirement plan
          under which a  Contract is  issued.   See "The  Annuity Period  -
          Annuity  Payout Options",  page 33,  and "Limitation  on Contract
          Rights", page 29.

          The  Contracts offer Accumulation Units  in up to   four Separate
          Account Divisions.  The value of an Accumulation Unit is based on
          the  investment  results of  the  underlying shares  of  the Fund
          allocated  to applicable  subdivisions  of  the Separate  Account
          Division(s) selected.  Similarly,  the amount of Annuity Payments
          will  vary based on such underlying investment results.  See "The
          Annuity Period - Annuity Payments", page 32.

          The following is a synopsis of certain features of the Contracts,
          together with  a cross-reference to  the page in  this Prospectus
          where the purchaser may find a more complete description:

               o    The  Contracts  provide  for  allocation   of  the  net
                    Purchase  Payments  to  several  underlying  investment
                    mediums,  each with  a different  investment objective.
                    See "Description of the Fund", page 20.

               o    The Contracts provide  that, in the  event of death  of
                    the Annuitant or  Owner before Annuity  Payments begin,
                    the  Insurance Company  will  pay death  proceeds to  a
                    named beneficiary.  See "Death Benefits", page 35.

               o    The  Contracts provide  that  the  owner may  surrender
                    (redeem) a contract in whole or in part for cash before
                    the annuity commencement date (unless restricted by the
                    retirement  plan or applicable Federal tax law) subject
                    to  a  sales charge.   See  "Redemptions", page  40 and
                    "Contract Charges", page 25.

               o    A  penalty  tax  may  be assessed  under  the  Internal
                    Revenue Code in the event of certain early withdrawals.
                    See "Federal Tax Status", page 42.

               o    The  Contracts  provide  that  the  annuity  rates  and
                    contract charges generally may not be changed adversely
                    to a Contract Owner  for the duration of  his Contract.
                    See "Contract Charges", page 25.

                                         -5- 

               o    The Contracts  provide for transfer  of Contract values
                    among Separate Account Divisions, unless  restricted by
                    a  retirement  plan.    See  "Description  of  Contract
                    Rights", page 28.

               o    The Contracts include a limited right  of cancellation.
                    See "Redemption - Right to Cancel", page 42.

          The objective of the Contracts, which may or may not be realized,
          is to  provide relatively  level Annuity Payments  during periods
          when the economy  is relatively stable  and to provide  increased
          Annuity  Payments during  inflationary and  growth periods.   The
          Insurance  Company   seeks  to  assist  the   Contract  Owner  in
          accomplishing this objective by  making several classes of shares
          of  the Fund available from which the Owner may select underlying
          investment mediums.  Each such class is based upon a portfolio of
          Fund investments with a different investment objective.

          No assurance can  be given that  the value  of a Contract  before
          Annuity  Payments  begin,  or  the aggregate  amount  of  Annuity
          Payments made under a Contract, will equal or exceed the Purchase
          Payment  for a  Contract.   Thus,  the  investment risk  under  a
          Contract is borne by the Contract Owner.

                                         -6- 


                                    EXPENSE TABLE


          The  following Expense  Table  lists  the  transaction  expenses,
          annual Contract fee, Separate Account annual expenses, as well as
          the approximate annual expenses of each  Fund of the  PCM  Trust,
          related  to  an  investment  in  each  Division of  the  Separate
          Account.    Following  the  Expense  Table  is  an  Example which
          illustrates  the cumulative  amount  of fees  and  expenses on  a
          hypothetical, one-time  investment of $1,000, assuming  a 5% rate
          of return for the stated time periods.


                                                        Growth      
                                    Money               and
                                    Market    Income    Income    Voyager
                                    Division  Division  Division  Division

          A.   Contractowner
               Transaction Expenses

               Deferred Sales
               Charge (maximum, as
               a percentage of
               amount Surrendered
               (1)                      6%        6%        6%        6%

               Exchange Fee (2)     $ 5.00    $ 5.00    $ 5.00    $ 5.00

          B.   Annual Contract Fee
               (3)                  $25.00    $25.00    $25.00    $25.00

          C.   Separate Account
               Annual Expenses (as
               a percentage of
               average account
               value)

               Mortality Risk Fee     0.8%      0.8%      0.8%      0.8%
               Expense Risk Fee       0.4%      0.4%      0.4%      0.4%

               Total Separate
               Account
               Annual Expenses        1.2%      1.2%      1.2%      1.2%
             
          D.   Fund Annual Expenses
               (as a percentage  of
               Fund average net
               assets (4)
               
               Management Fees       0.45%     0.61%     0.52%     0.62%
               All Other Expenses    0.12%     0.09%     0.05%     0.06%
               Total Fund Annual
               Expense               0.57%     0.70%     0.57%     0.68%
              


                                         -7- 

          Notes to Expense Table:

          (1)  Represents maximum deferred sales charge.  The percentage is
          based on the number of full  Contract years between the date of a
          Purchase  Payment and  the date  of  withdrawal or  first Annuity
          Payment  and ranges from 6% for periods of less than two Contract
          years to  0% for periods  of eight or  more Contract years.   For
          additional  information, please  refer  to the  section  entitled
          "Contract Charges-Deferred Sales Charge."

          (2)    Applicable  to  the  second  and  subsequent  transfer  of
          Accumulation  Value or  Annuity  Value among  Divisions during  a
          Contract Year.

          (3)   The  Annual Contract fee  is deducted  from the  value of a
          Contract  on  each anniversary  of  the  issue date,  during  the
          Accumulation  Period.  If  a Contract Owner  participates in more
          than one  Fund under  a Contract, only  one such fee  is deducted
          annually.

          (4)  Based on amounts incurred by the applicable  PCM Fund during
          calendar year 1995. <R /R>      It should be noted that the Funds
          of  the PCM Trust served as the underlying funding vehicle during
          the period  from April  18, 1995  to December  31, 1995; for  the
          period from  January 1, 1995 to  April 17, 1995, shares  of CIGNA
          Annuity  Funds Group  served as  the underlying  funding vehicle.
          The  inclusion  of the  1995 Total  Annual  Fund Expenses  of the
          applicable  Fund of  the  PCM Trust  has  been included  in  this
          prospectus   solely  for   the   purposes  of   the  hypothetical
          illustration set forth in the Expense Table.     

          <R/R>

                                         -8- 


                                       EXAMPLES
             


                                                          Growth
                                        Money             and
                                        Market   Income   Income   Voyager
                                        Division Division Division Division
          If you surrender your
          contract at the end of the
          applicable time period:

          You would pay the following
          expenses on a $1,000
          investment, assuming 5%
          annual return on asset

                1 year                  $ 91.73  $ 93.00  $ 91.73  $ 92.80
                3 years                  115.31   119.23   115.31   118.63
                5 years                  139.00   145.72   139.00   144.69
               10 years                  225.13   239.30   225.13   237.13

          If you annuitize at the end
          of the applicable time
          period:

          You would pay the following
          expenses on a $1,000
          investment, assuming 5%
          annual return on assets


                1 year                  $ 91.63  $ 92.81  $ 92.32  $ 93.20
                3 years                  115.01   118.63   117.12   119.83
                5 years                  138.49   144.69   142.11   146.75
               10 years                  224.04   237.14   231.70   241.47

          If you do not  surrender your
          contract:

          You would pay the following
          expenses on a $1,000
          investment assuming 5% annual
          return on assets

                1 year                  $ 19.60  $ 20.97  $ 19.60  $ 20.76
                3 years                   60.61    64.75    60.61    64.11
                5 years                  104.15   111.10   104.15   110.04
               10 years                  225.13   239.30   225.13   237.13
              

                                         -9- 


          The  purpose  of the  Expense Table  is  to assist  a prospective
          purchaser in understanding the various  costs and expenses that a
          Contract Owner will  bear directly  or indirectly.   For  further
          information concerning the  Separate Account  fees and  expenses,
          please  refer   to  the  section  of   this  prospectus  entitled
          "Deductions and Expenses".  Additional information  pertaining to
          Fund  Annual  Expenses is  contained in  the  prospectus of   PCM
          Trust.   In addition to  the costs and  expenses described above,
          the  Contract  may be  subject  to state  premium taxes.    For a
          discussion of  premium taxes please refer to the section entitled
          "Contract Charges-Premium Taxes."

          The example is  not intended as, and should not  be considered, a
          representation  of past or future  expenses.  Actual expenses may
          be greater or lesser than those shown.


                                         -10- 


                                FINANCIAL INFORMATION


          1.   Accumulation  Unit   Values   (for  an   Accumulation   Unit
          outstanding throughout the period):

          The following information should be read in conjunction with  the
          financial statements of the Separate Account, which are available
          with the  Statement of  Additional Information.   This historical
          data for Accumulation  Unit Values  is not  indicative of  future
          performance.

                                MONEY MARKET DIVISION
                                    TAX QUALIFIED

             YEAR    ACCUMULATION       ACCUMULATION      NUMBER OF
                     UNIT VALUE AT      UNIT VALUE AT     ACCUMULATION
                     BEGINNING OF       END OF PERIOD     UNITS
                     PERIOD                               OUTSTANDING AT
                                                          END OF PERIOD

           
             1995    $  1.9080          $  1.9894         1,096,192

             1994    $  1.8661          $  1.9074         1,488,534

             1993    $  1.8446          $  1.8659         1,778,411

             1992    $  1.8062          $  1.8444         2,620,375

             1991    $  1.7286          $  1.8059         4,203,167

             1990    $  1.6223          $  1.7281         7,114,568

             1989    $  1.5065          $  1.6218         8,331,835

             1988    $  1.4208          $  1.5057         8,650,876

             1987    $  1.3507          $  1.4200         8,115,342

             1986    $  1.2827          $  1.3503         7,372,694

             1985    $  1.2107          $  1.2822         7,333,147

             1984    $  1.1015          $  1.2012         5,259,948

             1983    $  1.0191          $  1.1009         2,083,188


                                         -11- 


                                MONEY MARKET DIVISION
                                  NON-TAX QUALIFIED

             YEAR    ACCUMULATION       ACCUMULATION      NUMBER OF
                     UNIT VALUE AT      UNIT VALUE AT     ACCUMULATION
                     BEGINNING OF       END OF PERIOD     UNITS
                     PERIOD                               OUTSTANDING AT
                                                          END OF PERIOD

            
             1995    $  1.8944          $  1.9753         1,334,785

             1994    $  1.8548          $  1.8935         1,660,811

             1993    $  1.8335          $  1.8546         2,525,627

             1992    $  1.7954          $  1.8332         3,196,702

             1991    $  1.7181          $  1.7951         3,868,744

             1990    $  1.6124          $  1.7175         5,103,872

             1989    $  1.4973          $  1.6119         5,870,485

             1988    $  1.4122          $  1.4965         6,816,675

             1987    $  1.3424          $  1.4113         8,038,587

             1986    $  1.2748          $  1.3421         8,275,141

             1985    $  1.1942          $  1.2744         8,447,477

             1984    $  1.0947          $  1.1938         6,569,026

             1983    $  1.0121          $  1.0940         2,331,558


                                         -12- 


                           GROWTH AND INCOME II DIVISION  *
                                    TAX QUALIFIED

             YEAR    ACCUMULATION       ACCUMULATION      NUMBER OF
                     UNIT VALUE AT      UNIT VALUE AT     ACCUMULATION
                     BEGINNING OF       END OF PERIOD     UNITS
                     PERIOD                               OUTSTANDING AT
                                                          END OF PERIOD
            

             1995    $  3.8659          $  5.1527         3,699,687

             1994    $  3.8800          $  3.8384         3,672,031

             1993    $  4.1195          $  3.8802         5,709,891

             1992    $  3.7959          $  4.1409         6,907,180

             1991    $  2.7828          $  3.7798         8,510,262

             1990    $  3.0137          $  2.7991         10,978,705

             1989    $  2.3164          $  2.9680         12,887,382

             1988    $  2.2015          $  2.3318         14,392,854

             1987    $  2.1532          $  2.1274         13,496,867

             1986    $  1.9357          $  2.1274         10,556,709

             1985    $  1.5263          $  1.9482         8,735,675

             1984    $  1.5365          $  1.5377         7,281,652

             1983    $  1.1576          $  1.5368         2,180,190


             
               * =  As of April 18, 1995, the former Growth and Income     
                      Division was merged into the Equity Division and the 
                      name of the Equity Division was changed to Growth and
                      Income II Division.
          <R/>

                                         -13- 


                                  EQUITY DIVISION  *
                                  NON-TAX QUALIFIED

             YEAR    ACCUMULATION       ACCUMULATION      NUMBER OF
                     UNIT VALUE AT      UNIT VALUE AT     ACCUMULATION
                     BEGINNING OF       END OF PERIOD     UNITS
                     PERIOD                               OUTSTANDING AT
                                                          END OF PERIOD

             1995    $  3.3094          $  4.4140         2,104,990

             1994    $  3.3224          $  3.2870         1,733,131

             1993    $  3.5222          $  3.3225         2,180,991

             1992    $  3.2453          $  3.5405         2,447,435

             1991    $  2.3781          $  3.2315         2,668,712

             1990    $  2.5758          $  2.3921         3,515,922

             1989    $  1.9798          $  2.5367         4,363,345

             1988    $  1.8816          $  1.9930         5,022,828

             1987    $  1.8403          $  1.8302         5,758,523

             1986    $  1.6543          $  1.8183         5,908,341

             1985    $  1.3050          $  1.6650         6,402,515

             1984    $  1.3053          $  1.3147         6,282,175

             1983    $  1.0610          $  1.3055         2,487,117

          
    
   
               * =  As of April 18, 1995, the former Growth and Income     
                      Division was merged into the Equity Division and the 
                      name of the Equity Division was changed to Growth and
                      Income II Division.
          <R/>

                                         -14- 


                                   INCOME DIVISION
                                    TAX QUALIFIED

             YEAR    ACCUMULATION       ACCUMULATION      NUMBER OF
                     UNIT VALUE AT      UNIT VALUE AT     ACCUMULATION
                     BEGINNING OF       END OF PERIOD     UNITS
                     PERIOD                               OUTSTANDING AT
                                                          END OF PERIOD

             1995    $  2.6495          $ 3.1359          1,580,611

             1994    $  2.7613          $ 2.6484          2,006,254

             1993    $  2.4922          $ 2.7602          2,372,918

             1992    $  2.3148          $ 2.4665          3,146,768

             1991    $  2.0194          $ 2.3365          3,898,682

             1990    $  1.9064          $  1.9976         4,611,938

             1989    $  1.6895          $  1.9058         5,842,385

             1988    $  1.5889          $  1.6886         6,396,491

             1987    $  1.5971          $  1.5876         6,645,820

             1986    $  1.3641          $  1.5964         6,022,580

             1985    $  1.1209          $  1.3635         5,354,109

             1984    $  1.0395          $  1.1325         1,600,684

             1983    $  1.0409          $  1.0387         1,600,684


                                         -15- 


                                   INCOME DIVISION
                                  NON-TAX QUALIFIED

             YEAR    ACCUMULATION       ACCUMULATION      NUMBER OF
                     UNIT VALUE AT      UNIT VALUE AT     ACCUMULATION
                     BEGINNING OF       END OF PERIOD     UNITS
                     PERIOD                               OUTSTANDING AT
                                                          END OF PERIOD
            

             1995    $  2.6168          $  3.0976         2,678,698

             1994    $  2.7274          $  2.6157         3,034,007

             1993    $  2.4620          $  2.7263         3,998,875
 
             1992    $  2.2868          $  2.4366         4,270,125

             1991    $  1.9950          $  2.3082         4,705,841

             1990    $  1.8835          $  1.9735         6,081,726

             1989    $  1.6693          $  1.8830         7,317,320

             1988    $  1.5699          $  1.6683         8,266,780

             1987    $  1.5778          $  1.5685         8,512,544

             1986    $  1.3477          $  1.5772         8,298,677

             1985    $  1.1074          $  1.3471         8,265,130

             1984    $  1.0408          $  1.1190         8,176,702

             1983    $  1.0064          $  1.0401         3,193,116


                                         -16- 


                                 VOYAGER DIVISION  *
                                    TAX QUALIFIED

             YEAR    ACCUMULATION       ACCUMULATION      NUMBER OF
                     UNIT VALUE AT      UNIT VALUE AT     ACCUMULATION
                     BEGINNING OF       END OF PERIOD     UNITS
                     PERIOD                               OUTSTANDING AT
                                                          END OF PERIOD



             1995    $  1.6061          $  2.2337           781,624

             1994    $  1.6303          $  1.6261           798,724

             1993    $  1.4965          $  1.6546           825,839

             1992    $  1.3365          $  1.5166           972,470

             1991    $  0.8190          $  1.3366           978,329

             1990    $  0.9012          $  0.8289         1,022,612

             1989    $  0.7563          $  0.8914           992,682

             1988    $  0.6929          $  0.7564           908,009

             1987    $  1.0000          $  0.6729           782,442

          
    
   
               * = Prior to April 18, 1995, the Voyager Division was       
                     named the Aggressive Equity Division.

              


                                         -17- 


                                  VOYAGER DIVISION *
                                  NON-TAX QUALIFIED


             YEAR    ACCUMULATION       ACCUMULATION      NUMBER OF
                     UNIT VALUE AT      UNIT VALUE AT     ACCUMULATION
                     BEGINNING OF       END OF PERIOD     UNITS
                     PERIOD                               OUTSTANDING AT
                                                          END OF PERIOD


             1995    $  1.6031          $  2.2301           645,524  

             1994    $  1.6302          $  1.6231           649,408

             1993    $  1.4965          $  1.6545           767,780

             1992    $  1.3363          $  1.5164           761,087

             1991    $  0.8188          $  1.3364           757,114

             1990    $  0.9011          $  0.8287           781,471

             1989    $  0.7562          $  0.8913           750,969

             1988    $  0.6928          $  0.7563           731,019

             1987    $  1,0000          $  0.6728           764,338

             
               * = Prior to April 18, 1995, the Voyager Division was       
           named the Aggressive Equity Division.

              

          Data  for <R/R>  the  Voyager Division  (formerly the  Aggressive
          Equity  Division),   covers  the  period  from   March  31,  1987
          (commencement of operations) to December 31, 1995.

          2.   Money Market Division - Yield Information:

               The Separate Account provides "current yield" and "effective
               yield" quotations with respect to the Money Market Division.
               Both yield figures are based on historical  earnings and are
               not intended to indicate  future performance.  A description
               of  the method  used  to compute  such  yield quotations  is
               included in the Statement of Additional Information.

                                         -18- 


               The "current yield"  of the Money Market  Division refers to
               the income generated by an investment  in such Division over
               a  particular  seven-day  period; the  particular  seven-day
               period will be stated in the quotation.  This income is then
               "annualized" - that  is, the amount  of income generated  by
               the investment during the seven-day  period is assumed to be
               earned each  week over a  52-week period  and is shown  as a
               percentage   of  the  investment.   The "effective yield" is
               calculated  in  a similar  manner; however, when annualized,
               the income earned  by  an investment  in  the  Money  Market
               Division   is  assumed   to  be   reinvested.   Due  to  the
               compounding  effect  of  this   assumed  reinvestment,   the
               "effective yield" will be slightly  higher than the "current
               yield".


          3.   Financial Statements:

               The  financial  statements  of  the  Separate  Account   and
               Investors  Life  Insurance  Company  of  North  America  are
               included in the Statement of Additional Information.


                                         -19- 



                        DESCRIPTION OF THE INSURANCE COMPANY,
                          THE SEPARATE ACCOUNT AND THE FUND

          THE INSURANCE COMPANY

          Investors Life Insurance Company of North America is a stock life
          insurance company,  organized  in  1963 under  the  laws  of  the
          Commonwealth of  Pennsylvania. In  December, 1992,  the Insurance
          Company  changed its state of domicile to the State of Washington
          and  merged with  its  immediate parent  company (Investors  Life
          Insurance Company of  California).   As a result  of the  merger,
          Investors Life Insurance Company of  North America assumed all of
          the assets and obligations of Investors Life Insurance Company of
          California, and Investors Life Insurance Company of North America
          was  the surviving company.  In June, 1993, Investors Life merged
          with  its  immediate  parent  company,  Standard  Life  Insurance
          Company.  Investors Life was the surviving entity.  As  a result,
          Investors Life  became a  direct  subsidiary of  InterContinental
          Life  Corporation,  an insurance  and  financial  service holding
          company.    The administrative  offices of the  Insurance Company
          are  located  at 701  Brazos Street,  Austin,  Texas 78701.   The
          statutory  home office of the Insurance Company is 2101 4th Ave.,
          Seattle,  Washington 98121-2371.   Since  December 28,  1988, the
          Insurance Company  has been an indirect,  wholly-owned subsidiary
          of  InterContinental Life  Corporation, a publicly  owned holding
          company  incorporated in  New Jersey.   Prior  to that  date, the
          Insurance  Company  was  an indirect  wholly-owned  subsidiary of
          CIGNA Corporation.


          THE SEPARATE ACCOUNT

          The Insurance Company  established the Separate Account  pursuant
          to  the provisions  of the  Pennsylvania Insurance  Code  and has
          registered it  as a  unit investment  trust under  the Investment
          Company Act of 1940.   The Separate Account commenced  operations
          on September 15, 1982.

          The Separate Account currently contains   four Divisions, one for
          each  class of shares of the Fund.   Prior to the substitution of
          shares of PCM  Trust for shares of  CIGNA Annuity Funds  group as
          the  underlying funding  vehicle  for the  Separate Account,  the
          Separate Account  contained five  divisions.  In  connection with
          the substitution, the Equity Division  was merged with the Growth
          and Income Division; thereafter, the name of  the Equity Division
          was changed to the Growth and Income II Division.   See also, the
          discussion of  the substitution under the caption "The PCM Trust"
          (page 21).  Each Division  reflects the investment performance of
          the specific class of Fund shares allocated to it, and is divided
          into  subdivisions  for  tax   qualified  and  non-tax  qualified
          contracts, respectively.  <R/R> The Voyager 

                                         -20- 


          Division (formerly the Aggressive  Equity Division) was initially
          made available  under the  Separate Account  on  March 31,  1987.
          Each Separate Account Division  is administered and accounted for
          as  part  of  the  general  business of  the  Insurance  Company;
          however,  the income,  capital  gains or  capital losses  of each
          Division's  subdivision are  credited to  or charged  against the
          assets  allocated to  that  subdivision without  regard to  other
          income, capital gains or capital  losses of any other subdivision
          or  arising out of any  other business the  Insurance Company may
          conduct.

          The  contractual obligations  under the  Contracts funded  by the
          Separate Account are assumed by the  insurance Company;  however,
          the investment risk  under a  Contract is borne  by the  Contract
          Owner.

          THE PCM TRUST 

          The PCM Trust  was established to fund variable annuity contracts
          offered  by   various  insurance  companies.     PCM  Trust is  a
          diversified,  open-end  management investment  company registered
          under the Investment Company Act of 1940, as amended.   PCM Trust
          offers  a number  of separate portfolios of investments  having a
          variety of investment   objectives. Currently, only the following
          portfolios  of PCM  Trust  are available  under variable  annuity
          contracts offered by this Prospectus:

               PCM  Money  Market  Fund  (which serves  as  the  underlying
               funding vehicle  for the Money  Market Division) -  seeks as
               high a rate of current  income as Putnam Management believes
               is consistent  with preservation of capital  and maintenance
               of liquidity.  It is designed for investors  seeking current
               income with stability of  principal.  The Fund invests  in a
               portfolio of high quality money market instruments.      

               PCM U.S. Government and High Quality Bond Fund (which serves
               as the underlying funding vehicle for the Income Division) -
               seeks current income consistent with preservation of capital
               as its investment objective.   The Fund invests primarily in
               U.S.  Government  securities and  in other  debt obligations
               rated at least A by Standard & Poor's or Moody's at the time
               of  investment,  or,  if  not rated,  determined  by  Putnam
               Management  to be of comparable  quality.   "U.S. Government
               securities" are debt securities  issued or guaranteed by the
               U.S. government, by various of  its agencies, or by  various
               instrumentalities  established  or  sponsored  by  the  U.S.
               government.   

                                         -21- 
          

               PCM Growth and Income  Fund (which serves as  the underlying
               funding  vehicle  for the  Growth  and  Income II  Division,
               formerly the Equity Division)   -  seeks capital  growth and
               current  income  as its  investment  objectives.   The  Fund
               invests primarily in common  stocks that offer potential for
               capital growth, current income  or both.  The Fund  may also
               purchase  corporate bonds,  notes and  debentures, preferred
               stocks or convertible  securities (both debt  securities and
               preferred stocks) or  U.S. government securities, if  Putnam
               Management determines that their purchase would help further
               the Fund's  investment objectives.  The  types of securities
               held by the Fund may vary from time to  time in light of the
               Fund's investment  objective, changes in  interest rates and
               economic  and other  factors.   The  Fund  may also  hold  a
               portion of its assets in cash or money market instruments.  

               PCM  Voyager Fund  (which serves  as the  underlying funding
               vehicle  for the  Voyager  Division, formerly  known as  the
               Aggressive Equity Division -   seeks capital appreciation as
               its  investment objective.    It is  designed for  investors
               willing to  assume above-average  risk in return  for above-
               average  capital  growth   potential.    The   Fund  invests
               primarily in common stocks which  Putnam Management believes
               have   potential   for   capital   appreciation    that   is
               significantly  greater than  that of  market averages.   The
               Fund does  not choose investments for  dividend and interest
               income.     

          The shares of  each portfolio of PCM  Trust are purchased by  the
          Insurance Company at net asset value (without sales load) for the
          corresponding  Separate Account  Division  to  support  the  cash
          values of the Contracts.


                                         -22- 


          Putnam Investment  Management, Inc. ("Putnam Management")  is the
          investment  adviser   to  PCM   Trust.    Putnam   Management  is
          wholly-owned  by Marsh  &  McLennan Companies,  Inc., a  publicly
          owned    holding   company   whose   principal   businesses   are
          international  insurance  and  reinsurance   brokerage,  employee
          benefit consulting and investment management. 

          Prior  to April  18, 1995,  shares of  CIGNA Annuity  Funds Group
          served as the underlying investment vehicle for  the Divisions of
          the  Separate  Account.   As a  result of  the decision  of CIGNA
          Investments, Inc.  ("CII") (the  investment adviser to  the CIGNA
          Annuity Funds  Group to  withdraw from  the active  management of
          equity-based portfolios, the Insurance Company commenced a search
          for another mutual fund  group which was in a position to provide
          substitute portfolios  for the  Separate Account, as  well as  to
          provide an investment adviser to provide equity advisory services
          to the equity  divisions of  CIGNA Annuity Funds  Group during  a
          transition  period  prior  to  the  effective  date of  the  fund
          substitution.    Following discussions with  several major mutual
          fund  groups, Investors and CII determined that the PCM Trust and
          Putnam  Management   would  provide  a  means   for  the  orderly
          withdrawal of CII's investment advisory services, in light of (i)
          the willingness of Putnam to provide interim advisory services to
          the equity divisions of  the CIGNA Annuity Funds Group,  (ii) the
          availability of funds  which offer investment  objectives similar
          to those provided by each series of the CIGNA Annuity Funds Group
          and  (iii) the availability  of a current  PCM Funds registration
          for  funds which could be substituted for the CIGNA Annuity Funds
          Group as  the underlying investment vehicle  for variable annuity
          contracts sponsored by Investors. On November 29, 1993, the Board
          of  Trustees  of the  CIGNA Annuity  Funds  Group, acting  on the
          advice of  CII, terminated the  appointment of CII  as investment
          adviser   to  the CIGNA  Annuity Equity  Fund, the  CIGNA Annuity
          Growth and Income  Fund and the  CIGNA Annuity Aggressive  Equity
          Fund (the "CIGNA Equity Funds").   At the same time, the Board of
          Trustees appointed Putnam Management as the investment adviser to
          the CIGNA Equity Funds.  For the period from November 23, 1993 to
          April  18, 1995  (the effective  date of the  fund substitution),
          Putnam Management served as the  investment adviser to the equity
          divisions of the CIGNA Annuity Funds Group. 

          Putnam Management  has agreed to reimburse  the Insurance Company
          for  certain  costs that  it will  incur  in connection  with the
          servicing  of Contracts.   The  amount of  this reimbursement  is
          equal to 25% of  the effective management fee received  by Putnam
          Management  with respect  to  assets allocated  by the  Insurance
          Company  to the applicable portfolio of PCM Trust, plus an annual
          rate  of one  basis  point times  the  average daily  net  assets
          allocated during the computation  period by the Insurance Company
          to PCM Trust.  

                                         -23- 


          The prospectus  of PCM Trust, which  accompanies this Prospectus,
          contains  a   more  complete   description   of  the   investment
          objectives, including attendant risks, of each  portfolio  of PCM
          Trust.  In considering  the purchase of the Contracts  offered in
          this Prospectus, you  should read  the  prospectus  of PCM  Trust
          carefully.


                                    VOTING RIGHTS

          The  Insurance Company  is the owner  of record of  the shares of
          each series  of shares of  PCM Trust.   It will vote  such shares
          held in  each Separate  Account division at  regular and  special
          meetings  of  shareholders  of   PCM  Trust  in  accordance  with
          instructions  received from  persons having  an interest  in such
          series of PCM Trust shares.

          During the  Accumulation Period, owners of Contracts shall have a
          voting  interest with  respect  to their  accounts.   During  the
          Annuity period, the person  entitled to variable Annuity Payments
          will be the person having such voting interest.

          Each person  having a  voting interest  in   shares of PCM  Trust
          attributable  to a Contract will initially be allowed to vote the
          number  of accumulation units  credited to  a Contract  under the
          Separate  Account Division  composed of such   PCM  Trust shares.
          Persons receiving Annuity Payments  will be allowed an equivalent
          vote  which  shall be  determined by  dividing  the value  of the
          reserve maintained in such Separate Account  Division to meet the
          annuity obligations, by the value of an accumulation unit.  Since
          voting  power  is determined  by  the  Separate Account  Division
          Contract  value, such  power  will normally  diminish during  the
          annuity payout phase.

          After  votes  are  tabulated,  the Insurance  Company  will  then
          determine  the number of Separate Account Fund shares to be voted
          affirmatively  in accordance  with the proportion  of affirmative
          votes received to the total number of votes received from persons
          having a voting  interest in  such Fund shares.   Negative  votes
          will be similarly determined.

          Assets may also be maintained  in Separate Account Divisions with
          respect to contracts other than those offered by this Prospectus,
          and votes  attributable to such other contracts  will be computed
          in the same manner.

                                         -24- 


                               DEDUCTIONS AND EXPENSES

          A.   CONTRACT CHARGES:

               The following deductions are made under the Contracts:

               o    Administrative Expense:   The Insurance Company deducts
                    expense  charges  from  the  Contract  value  on   each
                    anniversary of the issue date.

                    During the Accumulation  Period, this charge is  $25.00
                    (the "Annual  Contract Fee"), plus $5.00 (the "Exchange
                    Fee") for  the second  and each subsequent  transfer of
                    Accumulation Value among Divisions during  the Contract
                    Year.    Accumulation    units    will    be    reduced
                    proportionately  on each  anniversary  date to  reflect
                    this charge.   No  administrative expense charges   are
                    deducted in  the event  of  a full  surrender or  death
                    benefit settlement prior to the anniversary date.

                    During the  Annuity Period,  this charge is  $5.00 (the
                    "Exchange Fee") for the second and subsequent  transfer
                    of  Annuity  Unit  values among  Divisions  during  the
                    Contract Year.

                    The Insurance Company reserves  the right to  terminate
                    the privilege  of the Contract Owner to  make more than
                    one transfer  of Accumulation Units, or  Annuity Units,
                    during a Contract  Year.  However, there  is no present
                    intent to impose such  a limitation, and written notice
                    will  be given  to  Contract Owners  prior to  any such
                    change.

                    The Insurance Company's administrative expenses include
                    salaries,  rent,  postage,  telephone,  travel,  legal,
                    administrative, actuarial and accounting fees, periodic
                    reports,  office  equipment,  stationary and  custodial
                    expenses.   The administrative  expense  charge is  not
                    anticipated to  exceed the  expenses to be  incurred by
                    the  Insurance   Company  for  administration   of  the
                    Contracts.

 
               o    Premium Taxes: Premium taxes ranging from .5% to 3% are
                    currently imposed by certain states and  municipalities
                    on  payments  made   under  annuity   contracts.  Under
                    deferred   Contracts, any premium tax  will be deducted
                    either  from   the   Purchase   Payment   or  from  the
                    Accumulation  Value upon  annuitization,  as determined
                    in accordance with  applicable law. 

                                         -25-

               o    Deferred  Sales  Charge:     The  Contracts  include  a
                    deferred   sales  charge,  which  is  assessed  against
                    amounts withdrawn  (total or partial  surrender) during
                    early  Contract   Years,  measured  from  the  date  of
                    Contract issuance.

                    The charges determined as follows will be assessed upon
                    amounts  withdrawn  during any  one  of  the first  six
                    Contract Years (measured from  the date of issue) which
                    exceed 10% of the Purchase Payment:

                    Contract Year                       Percentage Charge

                            1                                 6%
                            2                                 5%
                            3                                 4%
                            4                                 3%
                            5                                 2%
                            6                                 1%
                            7 and thereafter                  0%

                    In  no  event will  this charge  exceed  8 1/2%  of the
                    amount  of  the   Purchase  Payment  accepted   by  the
                    Insurance Company for a Contract.

                    An  amount up  to 10%  of the  Purchase Payment  may be
                    withdrawn  in any  one  Contract  Year without  charge.
                    Federal  penalty   taxes  may  be   imposed  on   early
                    withdrawals.
           
                    The  Deferred Sales Charge is  made as a  means for the
                    Insurance  Company  to  recover  expenses  incurred  in
                    connection  with distribution of  the Contracts  when a
                    withdrawal   is  made  during   early  Contract  Years.
                    Because the  Contracts are normally  purchased for  the
                    long  term, the  Insurance Company  expects to  recover
                    such  expenses over  time.   Amounts anticipated  to be
                    collected by this  means may, however, be  insufficient
                    to reimburse  the Insurance Company for its anticipated
                    distribution  expenses.    Amounts  from  the Company's
                    general account assets (including  the profits, if any,
                    from the  Mortality and Expense Risk  Deduction) may be
                    used to cover such expenses.

               o    Mortality and Expense  Risk Deduction:   The  Insurance
                    Company makes a daily charge  of 0.0000327 of the value
                    of  the  assets in  each  subdivision  of the  Separate
                    Account  (1.2%  on  an   annual  basis,  consisting  of
                    approximately 0.8% for mortality risks  (the "Mortality
                    Risk  Fee") and  approximately 0.4%  for expense  risks
                    (the "Expense Risk Fee")). 


                                         -26-
            
                    The  Insurance Company's  assumption of  mortality risk
                    arises  from its contractual obligation to make Annuity
                    Payments to  each Annuitant  regardless of how  long he
                    lives  and how  long all  annuitants  as a  group live.
                    Also,  the Insurance  Company  assumes  mortality  risk
                    because of annuity rates in the Contracts, which cannot
                    be increased;  and, if the Annuitant  should die during
                    the Accumulation  Period, the  Insurance Company  is at
                    risk  that the  Accumulation  Value may  not equal  the
                    Death Proceeds.

                    The Insurance  Company also  assumes the risk  that the
                    amounts deducted for sales and  administrative expenses
                    may be insufficient  to cover the  actual cost of  such
                    items.

          The above-described  deductions may be modified  by the Insurance
          Company  to the  extent required  by applicable federal  or state
          law.   However, except as described above, the deductions may not
          be modified by the Insurance Company.

          B.   EXPENSES AND RELATED INFORMATION:

          The  Contracts  are sold  by  licensed  insurance agents  of  the
          Insurance  Company  who  are also  registered  representatives of
          broker/dealers  who  have  sales  agreements  with the  Insurance
          Company   and   the   principal   underwriter,   ILG   Securities
          Corporation.

          The  sales  agreements  between  the  principal  underwriter  and
          broker/dealers provide for  commissions in an amount equal  to 4%
          of the Purchase Payment under the Contract.  

          Registered representatives of ILG Securities Corporation may also
          sell the Contracts.

          In  connection  with  the  distribution  of  the  Contracts,  the
          Insurance Company pays  servicing fees to certain  broker/dealers
          who  agree  to  provide  ongoing  Contract  Owner  administrative
          services.     No  charges  are  separately   assessed  under  the
          Contracts, nor are  deductions made from the Separate Account for
          these costs.

          The expenses of the Separate Account consist of the mortality and
          expense risk deduction described under "Contract Charges", above.
          As a percentage of average net assets, this expense is 1.2% on an
          annual basis.

          The prospectus of  PCM Trust the expenses and fees which are paid
          out  of  the  assets of  portfolios  used  to  fund the  Separate
          Account.   For  a discussion  of such  expenses and  fees, please
          refer to the  prospectus of PCM Trust. 


                                         -27-

                  GENERAL DESCRIPTION OF VARIABLE ANNUITY CONTRACTS


          Description of  Contract Rights:   The Contracts  provide certain
          rights  during the  Accumulation Period,  the Annuity  Period and
          upon death of the Owner or Annuitant:

               a.   Accumulation Period:  During the Accumulation Period, the
                    Owner of a Contract has the right to:

                    o          Change the beneficiary for death proceeds;
                    o          surrender  the Contract in  whole or in part
                               for its Withdrawal Value;
                    o          change the annuity payout option;
                    o          change the death benefit payout option;
                    o          transfer  Contract values  between  Separate
                               Account Divisions;
                    o          instruct the Insurance Company  as to voting
                               of Fund shares;
                    o          cancel the  Contract by returning it  to the
                               Insurance  Company  within  10  days   after
                               receipt;
                    o          change  the   designated  Separate   Account
                               Division for allocation of 
                               future contributions;
                    o          change  the  date Annuity  Payments commence
                               (not  later  then  Annuitant's  age  75;  an
                               earlier age  may be  required in  connection
                               with   certain   Contracts  issued   to  tax
                               qualified plans);
                    o          change   the   payee   to  receive   Annuity
                               Payments;
                    o          assign ownership rights under the  Contract,
                               upon advance written notice to the Company.


                b.  Annuity Period:   During the Annuity  Period, the Owner
                    of a Contract has the right to:

                    o          transfer  Contract values  between  Separate
                               Account Divisions;
                    o          change   the   payee   to  receive   Annuity
                               Payments,   during   the  lifetime   of  the
                               Annuitant;
                    o          change  the  beneficiary  under any  Annuity
                               Payout Option  which  provides for  a  death
                               benefit upon  death of the Annuitant; change
                               may  be made  only  during lifetime  of  the
                               Annuitant;
                    o          instruct the  Insurance Company as to voting
                               of Fund shares. 


                                         -28-

               c.   Death Benefits - Accumulation Period:

                    In  the  event  death benefit  proceeds  become payable
                    during   the   Accumulation  Period,   the  Beneficiary
                    designated by the Owner is  entitled to payment of such
                    proceeds.   If no designated  Beneficiary survives  the
                    Annuitant  and no  other designation  is provided,  the
                    Owner  shall be  the  Beneficiary, if  he survives  the
                    Annuitant; otherwise, the  Owner's estate shall be  the
                    Beneficiary.

                    If  no Annuity Payout  Option has been  selected by the
                    Owner for death benefit  proceeds, and if the Insurance
                    Company has not previously made a lump sum payment, the
                    beneficiary may  choose an  Annuity  Payout Option  for
                    receipt of such proceeds.

               d.   Death Benefits - Annuity Period:

                    If the Annuitant dies while receiving Annuity Payments,
                    the  remaining payments, if any, will be payable to the
                    Beneficiary designated  by  the  Owner.    However,  if
                    Annuity Payments are  being paid to a  Beneficiary as a
                    death  benefit,   and   such  Beneficiary   dies,   the
                    Beneficiary's  estate  shall  be  entitled  to  receive
                    payment of any remaining proceeds.

                    In  the  case of  Contracts  which are  subject  to the
                    requirements of section  72(s) of the  Internal Revenue
                    Code  (See  "Death  Benefits  -  Required  Distribution
                    Provisions"), the Contracts provide  that if the  Owner
                    dies while the Annuitant is receiving Annuity Payments,
                    the  Annuitant is  entitled  to  receive the  remaining
                    payments.


          Limitation  on  Contract Rights:    The Contracts  may  be issued
          pursuant to a tax  qualified or non-tax qualified plan  or trust.
          Such plan or trust may limit  the exercise by participants in the
          plan or trust of certain rights granted by the Contract to Owner,
          Annuitant  or Beneficiary.   For  example, although  the Contract
          permits  redemption of all  or part of  their value prior  to the
          time Annuity Payments begin, the plan or trust may not permit the
          Owner  to exercise  such  right.   Certain  plans or  trusts  may
          require that  the Owner acquire  a 100% vested  or nonforfeitable
          interest in the benefits provided by the plan  or trust before he
          may exercise any  of the rights  provided by the  Contract.   The
          provisions  of the plan or trust instrument should be referred to
          in connection with the Contracts. 


                                         -29- 


          In  addition,  assignment  of  interests under  the  Contract  is
          prohibited when the Contracts  are used to fund retirement  plans
          qualified  under  sections 401,  403(a),  403(b)  or 408  of  the
          Internal  Revenue  Code,  unless  the  Owner is  other  than  the
          Annuitant or the Annuitant's employer.


          Transfers Between Separate Account Divisions:  Once each Contract
          Year,  the Owner  may  elect  to transfer  all  or  a portion  of
          Contract  value  to one  or more  of  the other  Separate Account
          Divisions,  without charge.   The  Owner may  also elect  to make
          additional  transfers  of  Contract  value(s)   between  Separate
          Account Divisions  each Contract Year;  a charge of $5.00 is made
          by  the Insurance Company for each such additional transfer.  The
          Insurance  Company reserves the  right to limit  transfers to one
          per  Contract  Year.   In  such  event,  written  notice will  be
          provided to all Contract Owners.

          All elections to transfer must be in writing, signed by the Owner
          and received by the Insurance Company.

          No  transfer  of Separate  Account Divisions  is permitted:   (i)
          within 30 days  of Annuity  Commencement Date; (ii)  if it  would
          result in  applying the  value of  a Contract to  more than  five
          Separate Account Divisions,  (iii) if prohibited by state law; or
          (iv) if prohibited by the applicable retirement plan.

          The number of  Accumulation Units credited  in the newly  elected
          Separate Account Division(s) will be equal to the dollar value of
          the  amount  transferred divided  by  the  current value  of  one
          Accumulation Unit in such newly elected Division(s).

          The  number of Annuity Units credited in a newly elected Division
          will  be determined by multiplying the number of Annuity Units in
          each Division  to be transferred by the current value of one such
          Annuity Unit in the newly elected Division.

          Contract Owners  (and Payees)  who contemplate making  a transfer
          should  first  carefully consider  their  annuity objectives  and
          investment  objectives  of the  current  and  proposed underlying
          classes  of Fund shares.  Frequent  transfers may be inconsistent
          with the long-term objectives of the Contracts.

          Substituted Securities: 

          If  any  class  of  Fund  shares  should  become  unavailable for
          purchase  by the Insurance Company, or if  in the judgment of the
          Insurance Company further  investment in such class  is no longer
          appropriate  in  view of  the purposes  of the  Separate Account,
          there  may be  substituted  therefor other  shares or  classes of
          shares of a mutual 

                                         -30- 


          fund  which will be described  in the Prospectus  by amendment or
          revision  and  net  Purchase   Payments  received  after  a  date
          specified by the Insurance Company may be applied to the purchase
          of other  shares or classes  of shares of  such fund.   In either
          event, prior  approval by the affected  Separate Account Division
          shall  be obtained.   No  substitution for  shares or  classes of
          shares of a  fund not described in  this Prospectus will  be made
          without  the  prior  approval  of  the  Securities  and  Exchange
          Commission.


          Change in Operations:

          The Insurance  Company  may also  sell  other forms  of  variable
          annuity  contracts from time to time, such as group contracts and
          flexible  payment individual  contracts,  which provide  benefits
          that  vary in accordance  with the  investment experience  of the
          particular Separate Account  Division in which they  participate.
          In addition,  the Insurance Company  may create new  Divisions of
          the  Separate Account  to provide  additional funding  options to
          Contract  Owners.   No  assurance  can  be  given  that  any  new
          Divisions, if created, will be made available to Contract Owners.
          The Contracts limit to  five (5) the maximum number  of Divisions
          which may be selected.

          The Insurance Company reserves this right to  amend the Contracts
          to meet the requirements  of the Investment Company Act  of 1940,
          or other applicable federal or state laws or regulations.


          Contract Owner Inquiries:  

          The  Owner  of   a  Contract  should  direct  all  inquiries  to:
          Investors  Life  Insurance  Company  of  North America,  Customer
          Service Department, 701 Brazos Street, Austin, Texas 78701.


          Reports:  

          The Owner, or Annuitant as applicable, will receive notice of all
          Fund  shareholder meetings.   A  Fund report  and a  statement of
          account as to the value of the  accumulation units held under the
          Contract will be  furnished annually  to the Owner.   A  Separate
          Account report will be furnished semi-annually.


                                         -31- 


                                  THE ANNUITY PERIOD


          Annuity Commencement  Date:  Annuity  payments will begin  on the
          first day  of the  calendar  month selected  by the  Owner.   The
          selected date  may  be  as early  as  the 50th  birthday  of  the
          Annuitant, but  may not  be later than  the 75th birthday  of the
          Annuitant,  except where  otherwise  agreed to  by the  Insurance
          Company.   The selection of an annuity commencement date may also
          be affected  by the terms  of a  retirement plan  or trust  under
          which  a Contract is issued.  Contracts issued in connection with
          Individual Retirement  Annuity plans (qualified under section 408
          of the Code) provide  that payments must commence not  later than
          the end  of the taxable year  in which the Annuitant  attains age
          70-1/2.  For  Contracts issued in  connection with tax  sheltered
          (section  403(b))  annuity  plans,   the  Internal  Revenue  Code
          requires that distributions must commence no later  than the year
          the  Annuitant  attains age  70-1/2  (or the  year  the Annuitant
          retires  with respect  to  years beginning  prior  to January  1,
          1989);  these  provisions  apply  to benefits  accruing  under  a
          section 403(b) annuity contract after December  31, 1986.  Unless
          otherwise instructed by the  Owner, the annuity commencement date
          is the Contract anniversary nearest the Annuitant's age 65.


          Annuity Payments:  The level of annuity payments  is based on (i)
          the table  specified in the Contract which  reflects the adjusted
          age  of the  Annuitant, (ii)  the type  of annuity  payout option
          selected and  (iii) the investment performance  of the underlying
          Fund shares selected.  The amount of annuity payments will not be
          affected  by adverse mortality experience or  any increase in the
          expenses of the Insurance  Company in excess of the  charges made
          under  the Contract.   If  the Insurance  Company is  required to
          withhold certain  amounts  from annuity  payments, in  compliance
          with  Federal or State tax  law relating to  collection of income
          taxes at  the source of payment,  the amount so required  will be
          deducted from each payment.


               o    Special Note for California Contracts:
                    Certain  Contracts  which  are  issued subject  to
                    California   law  contain   annuity  tables  which
                    reflect   the  adjusted   age   and  sex   of  the
                    Annuitant.    The  Insurance  Company issues  this
                    type of  contract where issuance  is not known  by
                    the  Company to  be part  of an employer-sponsored
                    plan.


                                         -32- 


          Annuity  Payout Options:   The  Owner may  elect to  have Annuity
          Payments  made  under  any  one of  the  Annuity  Payout  Options
          described  below.  In addition, the Annuity Payout Options may be
          selected for payout of the Death Proceeds during the Accumulation
          Period,  upon the death of the Annuitant or Owner, as applicable.
          A  change of option is permitted if  made at least 30 days before
          the date Annuity Payments are to  commence.  In the absence of an
          election, Annuity payments will be made in accordance with Option
          2  below  with 120  monthly  payments  certain (10-year  period).
          Annuity payments will be paid monthly except that (i) proceeds of
          less than $3,000 will be paid in  a single sum or (ii) a schedule
          of payments payable monthly  may be changed to avoid  payments of
          less than $20.


          Option 1  - Life Annuity:  An  annuity payable monthly during the
          lifetime of the Annuitant and  terminating with the last  monthly
          payment  preceding the  death  of the  Annuitant.   There  is  no
          guarantee  of a  minimum number  of payments  or provision  for a
          death benefit for beneficiaries.  IT WOULD BE POSSIBLE UNDER THIS
          OPTION  TO RECEIVE ONLY ONE ANNUITY PAYMENT IF THE ANNUITANT DIES
          BEFORE THE DUE  DATE OF THE SECOND ANNUITY  PAYMENT, TWO IF DEATH
          OCCURS BEFORE THE DUE DATE OF THE THIRD ANNUITY PAYMENT DATE, AND
          SO ON.


          Option  2 - Life Annuity  with Annuity Payments  Guaranteed for a
          Designated  Period:    An  annuity  payable  monthly  during  the
          lifetime of the  Annuitant.  If, at  the death of  the Annuitant,
          payments  have been made for less than the designated period, any
          unpaid Annuity Payments will be paid to the end of the designated
          period.  Such period may be (a) 10 years, (b) 15 years, or (c) 20
          years.


          Option 3 - Unit Refund Life  Annuity:  An annuity payable monthly
          during the lifetime of  the Annuitant, terminating with the  last
          Annuity  Payment due  before  the death  of  the Annuitant.    An
          additional payment, less any amounts required  to be withheld for
          taxes, may then be payable.   Such payment at death will be equal
          to  the dollar value  of a number  of annuity units  equal to (a)
          minus (b), if such difference is positive, where:


                    total amount applied under the Option at the
          (a)  =    annuity commencement date     
                    -------------------------
                    annuity unit value at the annuity commencement date 

                    number of annuity units represented by each
          (b)  =    monthly  Annuity  Payment  paid  times  the  number  of
                    monthly  annuity payments made. 


                                         -33- 


          Option 4 -  Joint and Last Survivor Annuity:   An annuity payable
          monthly  during  the  joint  lifetime  of  the  Annuitant  and  a
          designated  second person,  and thereafter  during the  remaining
          lifetime of the survivor.  AS UNDER OPTION 1, THERE IS NO MINIMUM
          NUMBER OF GUARANTEED ANNUITY PAYMENTS UNDER THIS OPTION.


          Option 5 -  Joint and  Two-thirds Survivor Annuity:   An  annuity
          payable  monthly during the joint lifetime of the annuitant and a
          designated second  person and  continuing during the  lifetime of
          the survivor in a reduced amount which reflects two-thirds of the
          number of annuity units in effect during such joint lifetime.  AS
          UNDER  OPTION 1, THERE IS NO MINIMUM NUMBER OF GUARANTEED ANNUITY
          PAYMENTS UNDER THIS OPTION.


          Option 6 - Payments for a Designated Period:  An  annuity payable
          monthly for  a designated number of years  from 5 to 30.   In the
          event of the Annuitant's death prior to the end of the designated
          period, Annuity  Payments will be continued  during the remainder
          of such period.   ANNUITY  PAYMENTS UNDER THIS  OPTION ARE  BASED
          UPON THE PAYMENT  OF THE  MORTALITY AND  EXPENSE RISK  DEDUCTION,
          EVEN THOUGH  THERE IS NO  LIFE CONTINGENCY  RISK ASSOCIATED  WITH
          THIS OPTION.


          Determination of Monthly Annuity Payments:  A  description of the
          method for determining the  first and subsequent annuity payments
          is included  in the  Statement of  Additional  Information.   The
          Contracts  contain tables  indicating  the dollar  amount of  the
          first monthly Annuity  Payment which can  be purchased with  each
          $1,000 of value  accumulated  under  the  Contract.  These tables
          include  an  assumed  interest  rate of  6% per  annum.   This 6%
          assumed rate  is  the  measuring  point  for  subsequent  Annuity
          Payments.  If the actual net investment rate (on an annual basis)
          remains constant at 6%, the Annuity Payments will remain constant.
          If the actual net investment rate exceeds 6%, the Annuity Payments
          will   increase  at  a rate  equal to  the amount  of such excess.
          Conversely, if the   actual rate is less than 6%, Annuity Payments
          will decrease.


               o    Special Note for New Jersey Contracts:
                    Contracts  subject to  New  Jersey law  contain  tables
                    indicating an  amount of first monthly  annuity payment
                    based on an assumed interest rate of 5% rather than 6%.


          The objective of the Contracts is to provide benefit installments
          which will increase at a rate sufficient to maintain purchasing 


                                         -34- 


          power at a  constant level.   For this to  occur, the actual  net
          investment rate  must exceed the assumed  rate of 6%  (5% for New
          Jersey  Contracts) by an amount  equal to the  rate of inflation.
          Of course, no  assurance can be made that this  objective will be
          met.  If the assumed interest rate were  to be increased, Annuity
          Payments  would start at a  higher level but  would increase more
          slowly  or  decrease more  rapidly.   Likewise,  a  lower assumed
          interest rate would provide a  lower initial payment with greater
          increases or lesser decreases in subsequent Annuity Payments.

          Transfer During the  Annuity Period:   For a  description of  the
          Contract  provisions  applicable  to  transfers  between Separate
          Account  Divisions,  refer  to "General  Description  of Variable
          Annuity   Contracts   -   Transfers  Between   Separate   Account
          Divisions".

                                    DEATH BENEFITS

          Accumulation  Period:     If   the  Annuitant  dies   during  the
          Accumulation Period, and prior to the death of the  Owner (if the
          Owner  is an individual other than  the Annuitant), death benefit
          proceeds  will be equal to the Accumulation Value of the Contract
          determined  on  the  valuation   date  coincident  with  or  next
          following the date due proof of the Annuitant's death is received
          by  the Insurance Company.   However, if death  occurs before age
          75, while  the Owner (if other than  the Annuitant) is living and
          before Annuity  Payments begin, the Insurance  Company guarantees
          that the  death proceeds  will not  be less  than  the amount  of
          Purchase Payments made under  the Contract, less a  reduction for
          prior redemptions.

          The amount  of death  benefit proceeds  payable to a  Beneficiary
          will  be reduced  by an applicable  state premium tax  and by any
          amounts required  to  be withheld  for  Federal or  State  income
          taxes.

          The  Owner may  designate  the Annuity  Payout  Option for  death
          benefit proceeds.   If no such  Option is in  effect at the  time
          death  benefit  proceeds are  to be  paid,  the proceeds  will be
          payable  either (i)  in a  single sum  or (ii)  under an  Annuity
          Payout Option selected  by the  Beneficiary.  In  the absence  of
          such an election by the Beneficiary, the proceeds will be paid in
          a single sum.

          Annuity  Period:  If the Annuitant dies after the commencement of
          Annuity Payments,  the death proceeds,  if any, will  depend upon
          the Annuity Payout Option in effect at the time of  death.  Under
          Options 2, 3 or 6, any remaining payments will be made to the
          Beneficiary during  the designated  period.  However,  if Annuity
          Payments are being  made as a death benefit to a Beneficiary, and
          such  Beneficiary  dies,  the  present  value  of  the  remaining
          payments under Options 2, 3  or 6 will be paid in a  lump sum (at 
          an interest rate of 6% for Options 2 and 6)  to the Beneficiary's
          estate.

                                         -35-

          Required Distribution Provisions  (Applicable  to Contracts other
          than  Contracts  owned  by  the  sponsor  of  a  retirement  plan
          qualified under section  401(a) or 403(a) of the Internal Revenue
          Code, Contracts issued in connection with a tax sheltered annuity
          plan  under  Section  403(b)  of the  Internal  Revenue  Code, or
          Contracts  issued in  connection  with  an Individual  Retirement
          Arrangement under Section 408 of the Internal Revenue Code):

          Under the provisions  of section  72(s) of  the Internal  Revenue
          Code,  the  contracts  described  in this  section  must  contain
          specific rules for distribution  of the value of the  Contract in
          the  event of  the  Owner's  death.    Contracts  issued  by  the
          Insurance  Company  which  are  subject to  the  requirements  of
          section 72(s) will include the following provisions:


               o    Accumulation Period - If the  Owner of the Contract and
                    the Annuitant is the same person, the Contract provides
                    that  if   the  Owner  dies   before  annuity  payments
                    commence,  death proceeds  must be  distributed to  the
                    designated  beneficiary within  5 years after  death of
                    the Owner/Annuitant.   Alternatively, if the designated
                    beneficiary is  a natural person, such  proceeds may be
                    distributed  over the  life of  such beneficiary,  or a
                    period not extending beyond the life expectancy of such
                    beneficiary.     In   this   event,  payments   to  the
                    beneficiary must commence not later than one year after
                    the death of  the Owner/Annuitant (or  such later  date
                    as  permitted under  regulations to  be  issued by  the
                    Secretary  of Treasury).    The  amount  of such  death
                    proceeds  is  determined   as   described   in   "Death
                    Benefits - Accumulation Period", above.

                    If  the Owner of the Contract is a corporation or other
                    non-individual, section 72(s),  as amended  by the  Tax
                    Reform Act of 1986, provides that the primary annuitant
                    (as  defined in the Code) shall be treated as the Owner
                    of   the  Contract   for  purposes   of  the   required
                    distribution  provisions.    Thus,  the  death  of  the
                    primary  annuitant will  result in  application of  the
                    distribution  requirements  described in  the preceding
                    paragraph.

                    Where the Owner of the Contract  is an individual other
                    than the  Annuitant, the Contract provides  that if the
                    Owner  dies before  the  Annuitant and  before  annuity
                    payments commence, death proceeds  will be equal to the
                    accumulation  value of  the Contract determined  on the
                    valuation date coincident  with or  next following  the 
                    date 

                                         -36- 


                    proof of the Owner's death is received by the Insurance
                    Company.   However,  if the  death of the  Owner occurs
                    prior to his age 75  and before annuity payments begin,
                    the  Insurance  Company   guarantees  that  the   death
                    proceeds cannot be less than the amount of the Purchase
                    Payment made under such  Contract, less a reduction for
                    any prior  redemptions.   The amount of  death proceeds
                    payable to a beneficiary  will be reduced by applicable
                    state premium taxes and by  any amounts required to  be
                    withheld for Federal or State income taxes.  The amount
                    of  such  death proceeds  must  be  distributed to  the
                    designated beneficiary within  5 years  after death  of
                    the   Owner.     Alternatively,   if   the   designated
                    beneficiary is  a natural person, such  proceeds may be
                    distributed  over the  life of  such beneficiary,  or a
                    period not extending beyond the life expectancy of such
                    beneficiary.     In   such  event,   payments  to   the
                    beneficiary must commence not later than one year after
                    the death of the Owner (or such later date as permitted
                    under  regulations to  be  issued by  the Secretary  of
                    Treasury).   The  Contract  also provides  that if  the
                    designated beneficiary  is the surviving spouse  of the
                    Owner, no death proceeds shall be payable at  the death
                    of the Owner, and such spouse shall become the owner of
                    the Contract.  If death proceeds are payable on account
                    of  death of  the  Owner, then  no  death proceeds  are
                    payable upon the subsequent death of the Annuitant.

                    Annuity Period - If  the Owner of the Contract  and the
                    Annuitant  is the  same  person, the  Contract provides
                    that if the Owner dies after annuity payments commence,
                    the remaining payments under  the Contract must be paid
                    at least as rapidly  as under the method of  payment in
                    effect on the date of death of the Owner.

                    If  the Owner of the Contract is a corporation or other
                    non-individual, section  72(s), as amended  by the  Tax
                    Reform Act of 1986, provides that the primary annuitant
                    (as  defined in the Code) shall be treated as the Owner
                    of   the   Contract  for   purposes  of   the  required
                    distribution  provisions.    Thus,  the  death  of  the
                    primary annuitant will result in the application of the
                    distribution  requirements  described in  the preceding
                    paragraph.

                    Where the Owner of the Contract is an individual  other
                    than the  Annuitant, the Contract provides  that if the
                    Owner dies  after annuity  payments commence (or  after
                    the  death of  the Annuitant  while payments  are being
                    made to a beneficiary),  the remaining payments must be
                    paid out at  least as  rapidly as under  the method  of
                    payment in effect on the date of death of the Owner.

                                         -37- 


                            PURCHASES AND CONTRACT VALUES


          How to Purchase a Contract:

          The  Contracts  are sold  by  licensed  insurance  agents of  the
          Insurance Company  who  are also  registered  representatives  of
          broker/dealers which  have sales  agreements with  ILG Securities
          Corporation    and   the    Insurance   Company.       Registered
          representatives of  ILG Securities Corporation may  also sell the
          Contracts.   The  principal underwriter  of the Contracts  is ILG
          Securities  Corporation.    ILG  Securities Corporation  and  the
          Insurance Company are both indirect, wholly-owned subsidiaries of
          InterContinental  Life  Corporation.     The  principal  business
          address  of  ILG Securities  Corporation  is  701 Brazos  Street,
          Austin, Texas 78701.

          A   Contract  may   be  purchased   by  delivering   a  completed
          application, including Purchase Payment  allocation instructions,
          such  other  forms  as the  Insurance  Company  requires  and the
          Purchase Payment,  where applicable, to the  soliciting agent who
          will forward such payment and forms to the Insurance Company.

          If  the application is complete  and correct upon  receipt by the
          Insurance Company, and  if all other required information and the
          Purchase Payment have also been received by the Insurance Company
          at its  Home  Office, the  Contract will  be issued  and the  net
          purchase  payment will be credited to the Contract to reflect the
          net asset  value of the applicable  Division'(s) underlying class
          of Fund shares  next computed within two  business days following
          such receipt.   In the  event that  the Purchase Payment  and the
          application are received by the Insurance Company in an amount or
          under circumstances  whereby the  Insurance Company has  not been
          provided with  correct or sufficient information  to establish an
          account or with instructions  as to the proper crediting  of such
          payment,  then  the  Insurance  Company  will,  within  five  (5)
          business  days following  receipt,  inform the  purchaser of  the
          reasons for  delay  and  will  request  the  purchaser  to supply
          corrections and   further information or instructions with regard
          to the applicable account.  In this event,  the Insurance Company
          will return the Purchase Payment to the purchaser within 5  days,
          unless it obtains  the Purchaser's consent to  retain the payment
          until the corrections have been received.

          Upon  such receipt,  the  Contract will  be  issued and  the  net
          Purchase  Payment will be credited to the Contract to reflect the
          net asset  value of the applicable  Division'(s) underlying class
          of Fund Shares next computed within the next two business days.


                                         -38- 


          If the requested corrections, information or instructions are not
          subsequently  furnished   to  the  Insurance   Company  within  a
          reasonable time  period following  the request, the  Company will
          return any retained purchase payment to the purchaser.  Likewise,
          if  at any time the  Insurance Company determines  that it cannot
          establish  the requested  account, it  will return  such purchase
          payment immediately upon making such determination.

          If the application  is for a Contract used in  connection with an
          Individual Retirement Arrangement   (IRA) under Code Section 408,
          the  Insurance Company  will  hold  the  Purchase  Payment  in  a
          suspense  account  until  the  expiration   of  the  IRS-mandated
          revocation  period.   Under  IRS  regulations,  if an  individual
          receives IRA informational disclosure fewer than seven days prior
          to the date  on which the plan is established,  the individual is
          permitted a seven-day period  following establishment of the plan
          during  which  to revoke  the  plan and  receive  a refund.   The
          Purchase  Payment will be applied  as of the  valuation date next
          following expiration of the revocation period.  No interest  will
          be paid on funds held in such suspense accounts.


          Purchase Payments:

          The minimum Purchase Payment is $3,000.


          Application of Net Purchase Payments:

          The Insurance  Company will  reduce the  Purchase Payment  by any
          applicable  Premium Tax  to determine  the Net  Purchase Payment.
          Upon the purchase of  a Contract, the amount of the  Net Purchase
          Payment credited to a  Contract will reflect the net  asset value
          of the  applicable Division(s)'  underlying class of  Fund shares
          next computed  within the  next two  business days  following the
          Insurance Company's receipt of the payment.  However,  if  any of
          the required material  is incomplete, incorrect or if the payment
          has not been made, then a delay in Contract issuance or crediting
          of a subsequent payment may be encountered.


          Crediting Accumulation Units:

          Accumulation Units  represent the  value of the  Owner's Contract
          attributable to the  applicable Division(s) selected  (maximum of
          five).  The number  of Accumulation Units to  be credited to  the
          Owner's account within  a Division is determined  by dividing the
          Net  Purchase   Payment  allocated   to  that  Division   by  the
          Accumulation 

                                         -39- 


          Unit  value of the applicable  Division as of  the Valuation Date
          next computed following the Insurance Company's determination  to
          credit a payment  to the  Contract.  The  number of  accumulation
          units will not change because of a subsequent change in the value
          of  the unit, but  the dollar value of  an accumulation unit will
          vary to  reflect the  investment experience of  the class(es)  of
          Fund shares underlying the selected Division(s).


          Value  of an Accumulation Unit:   (Note -  although the following
          refers to  a "Division", the values  are determined independently
          for  each sub-division).  The  value of an  Accumulation Unit for
          each  Separate Account Division was  established at $1  as of the
          date the applicable class of Fund shares were first purchased for
          that Division.   The value of accumulation units  subsequently is
          determined  by multiplying the value  of an Accumulation Unit for
          the  immediately preceding  Valuation  Date by  a net  investment
          factor for the Valuation Period ending on such date.

          A net  investment factor  for a  Valuation Period  is the  sum of
          1.000000 plus the net investment rate for the applicable Separate
          Account Division.   The net  investment rate  for the  applicable
          Division is equal to  the gross investment rate of  that Division
          for the  valuation  period expressed  in  decimal form  to  seven
          places,  less  a  deduction of  0.0000327  for  each  day in  the
          valuation  period  (1.2%  annually  -  the  fee  charged  by  the
          Insurance  Company for  undertaking  the  mortality  and  expense
          risks).  The applicable gross investment rate is equal to (i) the
          investment income  for the  valuation period, plus  capital gains
          and  minus capital  losses for  the period,  whether realized  or
          unrealized  on the  assets of  the Division  divided by  (ii) the
          value  of such assets at  the beginning of  the valuation period.
          The gross investment rate may be positive or negative.


                                     REDEMPTIONS

          Procedures for Redemption:

          Unless prohibited  by any  applicable retirement plan,  the Owner
          may  redeem the Contract during the  Accumulation Period in whole
          or  in part  for its  Contract Withdrawal  Value as  of the  next
          valuation date  coincident with  or next  following the date  the
          request  for redemption is received by the Insurance Company.  In
          determining  redemption values,  the Insurance  Company does  not
          anticipate  that it will be receiving or applying any premium tax
          refund credits.  No redemptions may be made once Annuity Payments
          have begun.  Requests to  redeem shall be made in writing  to the
          Insurance 

                                         -40- 


          Company.  If the  request is for  the entire redemption value  of
          the  Contract,  it shall  be accompanied  by  the Contract.   The
          Contract  Withdrawal Value  is  determined on  the  basis of  the
          accumulation unit values on  such valuation date, reduced  by any
          applicable  sales charges  and  premium taxes.    Payment of  the
          Contract  Withdrawal  Value,  less  any amounts  required  to  be
          withheld for taxes, will be made within seven days after the date
          proper written  request is received  by the Insurance  Company at
          its Home Office.  However, such payment may be postponed whenever
          (i) the New York Stock Exchange is closed, except for holidays or
          weekends, or trading on the New York Stock Exchange is restricted
          by the  Securities and  Exchange Commission; (ii)  the Securities
          and Exchange  Commission permits  postponement and so  orders; or
          (iii)  an emergency  exists,  as defined  by  the Securities  and
          Exchange  Commission, so that valuation of the assets or disposal
          of securities is not reasonably practicable.

          The  Owner  may elect  to have  the  redemption value  applied to
          provide Annuity  Payments under  any  one of  the annuity  payout
          options,  as permitted  under  the  applicable  retirement  plan.
          AMOUNTS WITHDRAWN BY THE OWNER  PRIOR TO THE ANNUITY COMMENCEMENT
          DATE MAY  BE SUBJECT TO  A TAX PENALTY AND  IMMEDIATE TAXATION OF
          ANY INVESTMENT GAIN.


          Partial Redemptions:

          The  Owner may request a partial redemption of his Contract value
          for an amount not less than $300 provided this does not result in
          reducing  the remaining value of the Contract to less than $1,000
          on the date  of redemption.  Amounts required to  be withheld for
          taxes in the event of a partial redemption will not be considered
          part  of the  remaining  value of  the  Contract.   If a  partial
          redemption  request  would  result   in  such  a  reduction,  the
          Insurance Company  will redeem the  total Contract value  and pay
          the  remaining  Contract  Withdrawal   Value,  less  any  amounts
          required to be withheld for taxes, to the Owner.


          Restrictions Under Certain Section 403(b) Plans:

          As described in "Federal  Tax Status-Tax Qualified Plans" Section
          403(b)(11) of  the Internal  Revenue Code (the  "Code") restricts
          the redemption under Section  403(b) annuity contracts of certain
          amounts  which  are  derived  from  contract  contributions  made
          pursuant to a salary reduction agreement.

          As  a result of these requirements, the Insurance Company will be
          required to restrict the amount of contract withdrawals so as to 

                                         -41- 


          comply  with the provisions of  Section 403(b) (11)  of the Code.
          The staff  of the  U.S. Securities  and  Exchange Commission  has
          issued  a  "no  action"  letter,  informing  insurance  companies
          issuing  variable annuity contracts that the above-described Code
          restrictions  may be  implemented, notwithstanding  the otherwise
          applicable redemption provisions of the Investment Company Act of
          1940.   The Insurance Company intends to rely upon the provisions
          of the  SEC staff  "no action"  letter, and  to  comply with  the
          provisions of said letter.

          THE  INSURANCE  COMPANY REQUIRES  AN  ACKNOWLEDGMENT  FORM TO  BE
          SIGNED  BY PURCHASERS  OF  SECTION 403(b)  ANNUITY CONTRACTS  FOR
          WHICH  CONTRIBUTIONS  ARE MADE  PURSUANT  TO  A SALARY  REDUCTION
          AGREEMENT.   THE SIGNED ACKNOWLEDGMENT FORM -  A COPY OF WHICH IS
          INCLUDED  AT  THE END  OF THIS  PROSPECTUS  - MUST  ACCOMPANY THE
          CONTRACT APPLICATION.


          Right to Cancel:

          The  Owner may  cancel the  Contract by  delivering or  mailing a
          written notice (or sending  a telegram) to the  Insurance Company
          and by returning  the Contract  before midnight of  the 10th  day
          after the date of receipt.  The Insurance Company will return all
          amounts due to the  Owner within ten days after receipt of notice
          of  cancellation and the returned  contact.  The  Owner bears the
          investment risk with respect to amounts allocated to the Separate
          Account,  for the period from  the date the  returned Contract is
          received  by the  Company.   Under  the  terms of  the  Contract,
          cancellation  shall entitle the Owner  to an amount  equal to (a)
          the difference between premiums paid, including any contract fees
          and  other charges,  and  the amounts  allocated to  the Separate
          Account, plus (b) the  Accumulation Value of the Contract  on the
          date the returned Contract is received by the Company.


                                  FEDERAL TAX STATUS

          General

          The  Contracts have been designed  so as to  qualify as "variable
          annuity contracts"  for Federal income  tax purposes.   Thus, the
          Contracts  permit the Owner  to defer Federal  income taxation on
          increases  in the  value  of a  contract,  until such  time  that
          amounts  are withdrawn from the contract, received in the form of
          annuity payments or paid as a death benefit.


                                         -42- 


          Under  the  current  provisions  of the  Code,  variable  annuity
          contracts -  other than  contracts issued under  retirement plans
          which qualify for Federal tax benefits under sections 401, 403(b)
          or  408  of  the  Internal  Revenue  Code,  or  under  government
          retirement plans (whether or not  so qualified) or to a state  or
          municipal government for use under a deferred compensation plan -
          will not be treated as an annuity contract for Federal income tax
          purposes  for  any  period  for  which  the  investments  of  the
          segregated asset account on which the contracts are based are not
          adequately   diversified.      This    "adequately   diversified"
          requirement  may be  met  if the  underlying investments  satisfy
          either   a   statutory  safe   harbor  test   or  diversification
          requirements set forth in regulations issued  by the Secretary of
          the Treasury.   The Insurance  Company believes that  the current
          structure of  the Separate Account satisfies  the requirements of
          the regulations,  and it  intends that  the Separate Account,  as
          well as the  underlying Funds, will  operate so as  to meet  such
          requirements.


          Non-Tax Qualified Contracts:

          A  Non-Tax Qualified Contract is a Contract which is purchased by
          an individual for his or her own purposes but not pursuant to any
          of the tax  qualified retirement plans  described in the  section
          below.    A Non-Tax  Qualified Contract  may  also be  a Contract
          issued to  a  retirement plan  or plan  of deferred  compensation
          which  is  a non-tax  qualified  plan.   The  tax  status of  the
          annuitant or participant is determined by provisions of such plan
          and/or provisions of the Code applicable to the contract.

          Under the provisions  of the Tax  Reform Act  of 1986, a  Non-Tax
          Qualified Contract which is held by a person who is not a natural
          person (e.g. a  corporation or a trust is  not a natural person),
          is  not treated  as an  annuity contract  for Federal  income tax
          purposes, and the income  on the contract for any taxable year is
          treated  as ordinary income received  or accrued by  the owner of
          the contract  during  the  taxable  year.  Certain exceptions are
          provide for Non-Tax  Qualified Contracts held by a trust or other
          entity as agent for a natural person  and for immediate annuities
          (as   defined  in  the  Code).  THUS,  OWNERSHIP   OF  A  NON-TAX
          QUALIFIED CONTRACT BY NON-NATURAL PERSONS  WHO  DO   NOT  QUALIFY
          FOR  THE  STATUTORY EXCEPTIONS  RESULTS IN DENIAL OF TAX DEFERRAL
          ON INCREASES IN THE VALUE OF THE CONTRACT.

          Taxation of  payments under annuity contracts is governed by Code
          Section  72.  Under the  current provisions of  the Code, amounts
          received under a Non-Tax Qualified Contract  prior to the annuity
          commencement date (including payments made upon the death of the 

                                         -43- 


          Annuitant  or  Owner),  or  as non-periodic  payments  after  the
          annuity commencement  date, are generally  first attributable  to
          any investment gains credited to the Contract over the taxpayer's
          basis (if any) in the Contract.  Such amounts will  be treated as
          income subject to Federal income taxation.  A  10% penalty tax on
          such withdrawn investment gains will be imposed if the withdrawal
          is made  prior to  age  59-1/2.   This penalty  tax  will not  be
          imposed irrespective of  age if the amount  received is one  of a
          series  of  substantially  equal  periodic  payments  (not   less
          frequently than annually) made for the life or life expectancy of
          the payee.  The requirement that the amount be paid out as one of
          a series of  "substantially equal" periodic payments  is met when
          the  number  of  units withdrawn  to  make  each distribution  is
          substantially  the same.    Also, the  penalty  tax will  not  be
          imposed if the  withdrawal follows the death of the  Owner (or if
          the  Owner is  not  an  individual,  the  death  of  the  primary
          annuitant),  or is  attributable  to the  "total disability"  (as
          defined in  the Code) of the  Annuitant.  Where the  Owner of the
          Contract  is an individual who  is other than  the Annuitant, the
          Code (as amended by the Tax Reform Act of 1986) provides that the
          penalty tax is applicable to the   taxable  portion  of  payments
          required  to be  made  under  the    Contract following the death
          of the Annuitant.

          If  the Owner of a  Contract transfers (assigns)  the Contract to
          another  individual as a  gift, the Code  (as amended  by the Tax
          Reform  Act of 1986) provides  that the Owner  will incur taxable
          income at the  time of the transfer.  The  amount of such taxable
          income  is equal  to the  excess, if  any, of the  cash surrender
          value of the Contract over the Owner's cash basis at  the time of
          the gift.  An exception is provided for certain transfers between
          spouses.

          Annuity  payments made  after the  annuity commencement  date are
          generally taxed to the recipient only as received.  A part of the
          payment  received is a return  of investment in  the contract, if
          any, and is  non-taxable; a portion is a return  of income and is
          subject to ordinary income tax.  An "exclusion ratio" is  used to
          determine the  non-taxable and  taxable portion of  each payment.
          Such exclusion ratio continues until such time that  the taxpayer
          recovers his/her basis in the Contract.  Thereafter, all payments
          received are treated as taxable income.


          Tax Qualified Contracts:

          Tax  Qualified Contracts  are Contracts  which are  issued to  or
          pursuant to the following types of retirement plans:

               o    A plan established by a corporate employer for the 

                                         -44- 

                    benefit of  its employees and  qualified under sections
                    401(a) or 403(a) of the Code (Corporate plans).
               o    A  plan  established by  self-employed  individuals for
                    themselves  and  their  employees and  qualified  under
                    sections 401(a) or  403(a) of the Code (Keogh  or HR-10
                    plans).
               o    A tax sheltered annuity  plan maintained by certain tax
                    exempt     organizations,     including     educational
                    institutions,   to   purchase  annuity   contracts  for
                    employees (403(b) Annuity plans).
               o    An Individual Retirement Annuity (IRA) plan established
                    by an individual.


          All  of these plans differ  with respect to  the applicable rules
          which must be  met and followed if they are  to attain and retain
          their qualified  status.   In  general, they  have the  following
          common attributes:   tax  deductibility of contributions  (to the
          extent permitted  by the Code), tax deferral of investment income
          and taxation to the plan participant  only   upon  receipt  of  a
          withdrawal or payment.  Since the plan participant generally does
          not have  a cost  basis in  the value of  the Contract,  payments
          received  by the participant are generally taxed as income to the
          participant.

          Under  the  Code (as  amended  by the  Tax  Reform act  of 1986),
          certain  distributions   prior  to  age  59-1/2   are  considered
          premature distributions  and may result  in application of  a 10%
          additional  tax.    In  addition,  the  Code  requires  that  tax
          qualified retirement plans generally provide for the commencement
          of  retirement benefits  no  later than  the  year in  which  the
          employee attains age 70-1/2.

          With  respect  to contracts  issued  in  connection with  Section
          403(b) annuity plans, the Code (as  amended by the Tax Reform Act
          of  1986)  restricts the  distribution  under  such contracts  of
          certain amounts  which are  derived  from contract  contributions
          made   pursuant  to   a  salary   reduction  agreement.     These
          restrictions  are set forth in  Section 403(b) (11)  of the Code,
          effective  January  1, 1989.   The  restrictions  apply to:   (i)
          salary reduction contributions made  after December 31, 1988, and
          earnings  on such  contributions, and  (ii) earnings  on contract
          value as of December 31,  1988.  The tax law restrictions  do not
          apply to salary reduction contributions made prior to January  1,
          1989, or  to earnings  credited to  such  contributions prior  to
          January 1, 1989.

                                         -45- 


          In  accordance  within the  provisions  of  the Code,  restricted
          amounts may be distributed only in the event of attainment of age
          59-1/2, separation from service, death, disability (as defined in
          Section  72(m)(7)  of  the Code),  or  financial  hardship.   The
          hardship  exception  is  not  available with  respect  to  income
          attributable to  salary reduction  contributions.  The  Insurance
          Company  will  be required  to  restrict the  amount  of contract
          withdrawals so as to comply with these provisions of the Code.

          The  Internal   Revenue  Service   has  indicated   that  Section
          403(b)(11) does not change  the circumstances under which a  tax-
          free  exchange of  annuity contracts  may be  made.   Individuals
          contemplating  purchase  of  a   contract  should  refer  to  the
          provisions of  their  employer's section  403(b)  arrangement  to
          determine the investment alternatives available.


          Taxation of the Separate Account:

          Under the  current provisions of  the Internal Revenue  Code, the
          Insurance  Company pays  no taxes  on the  investment income  and
          capital gains of the assets of the Separate Account where used to
          determine  the value  of Contracts.   Accordingly,  the Insurance
          Company currently  makes no adjustments for  Federal income taxes
          (or benefits) in connection  with the Separate Account Divisions.
          The  Insurance  Company  retains the  right  to  make adjustments
          for Federal income taxes to Separate Account assets should future
          changes in the Code so warrant.


          Tax Withholding and Reporting:

          The Insurance Company may be required to withhold certain amounts
          from both periodic and  non-periodic payments under the Contracts
          in  accordance with Federal tax law relating to the collection of
          Federal income tax at the source of payment.  A payor of periodic
          annuity  payments  is  required to  withhold  amounts  as  if the
          payment were a payment of wages from an employer to  an employee.
          However, an individual recipient  of periodic payments is allowed
          to elect to  have no withholding made  in a manner  prescribed by
          the United States Treasury Department.

          Similarly, a  payor of certain non-periodic  payments is required
          to withhold amounts unless an individual recipient elects against
          tax  withholding  in a  manner  prescribed by  the  U.S. Treasury
          Department.  Non-periodic  payments include payments made  before
          and  after the annuity commencement  date such as  lump sum death
          proceeds and partial or full surrenders (redemptions) of Contract
          value.   The  withholding  requirements  will not  apply  to  the
          portion  of  a payment  which is  reasonably  believed to  be not
          includable  in  gross income  of  the recipient  for  Federal tax
          purposes.

                                         -46- 


          The  Insurance  Company  will  transmit a  notice  to  individual
          recipients  of Contract  payments of  the right to  elect against
          Federal income  tax withholding,  in a  form and  containing such
          information as the Secretary  of the Treasury prescribes.   If an
          individual elects against withholding, the  Insurance Company may
          nonetheless  be required to withhold  if it has  not received the
          recipient's tax identification number.

          Under the current provisions of  the Code, the Insurance  Company
          is  required  to  withhold  Federal  income  taxes  from  certain
          distributions  from  tax-qualified   retirement  plans  and  from
          section 403(b) Annuity plans.  These requirements do not apply to
          distributions from IRA plans  or from deferred compensation plans
          subject  to section 457 of  the Code.   The mandatory withholding
          (at a 20%  rate) applies  to distributions which  are treated  as
          "eligible  rollover distributions"  under  the Code,  unless  the
          amount  is  distributed  as  a  "direct  rollover".    For  these
          purposes,  a "direct rollover" is one which is made directly from
          the qualified plan  to another qualified  plan, or directly  from
          the  qualified  plan to  an  IRA.    In  other words,  a  "direct
          rollover"  does not  involve the  receipt of  any portion  of the
          distribution  by  the taxpayer.    Unless  an "eligible  rollover
          distribution"  qualifies  as  a "direct  rollover",  the  taxable
          portion  thereof is subject to  20%  withholding.  The  Insurance
          Company is  required to forward  the amount of the withholding to
          the IRS.  The taxpayer may  not elect  out  of  this  withholding
          described in this paragraph.

          In addition to tax withholding, the Insurance Company is required
          to  report  information  on  distributions  under  the Contracts.
          Distributions  include partial  and  full surrenders  as well  as
          annuity  payments.  Information is reported  on forms pursuant to
          Internal Revenue Service regulations.

          General:

          Because  of the  complexity  of the  law and  the  fact that  tax
          results  will  vary  according  to  the  factual  status  of  the
          individual  involved,  tax  advice  may be  needed  by  a  person
          contemplating purchase of  a Contract or  the exercise of  rights
          under  a Contract.  The above  comments concerning Federal income
          tax  consequences are  not an  exhaustive  discussion of  all tax
          questions  that might arise.  In addition, state income or estate
          tax  considerations may  also be  involved in  the purchase  of a
          Contract or the exercise of rights under a Contract, and are  not
          discussed in this Prospectus.  The Insurance Company's management
          cannot  predict what, if any,  future action the  Congress or the
          Internal Revenue Service might take  with respect to the taxation
          of  variable  annuity contracts  of  the type  described  in this
          Prospectus.   For complete information on  particular Federal and
          state  tax  considerations, a  qualified  tax  advisor should  be
          consulted.

                                         -47- 


                                  LEGAL PROCEEDINGS

          The Insurance Company is  engaged in litigation of  various kinds
          which in its judgment  is not of material importance  in relation
          to  its  total shareholders'  equity.    There  is no  litigation
          pending to which the Separate Account is a party.



                                  TABLE OF CONTENTS
                      OF THE STATEMENT OF ADDITIONAL INFORMATION


          The Statement of Additional Information includes a description of
          the following items:

               1.   General Information and History
               2.   Services
               3.   Purchase of Securities Being Offered
               4.   Principal Underwriter
               5.   Yield Quotations of Money Market Division
               6.   Annuity Payments
               7.   Additional Information
               8.   Financial Statements
                                    o     The Separate Account
                                    o     The Insurance Company


                                         -48- 


          To obtain a copy  of the Statement of Additional  Information for
          the Individual Single Payment  Variable Annuity Contracts, detach
          and mail this form.

          TO:  Investors Life Insurance Company of North America
               701 Brazos Street
               Austin, Texas 78701

          I  have  been  furnished  with  a  Prospectus  of  Investors Life
          Insurance  Company of  North  America Separate  Account I  (dated
          April 29,1996, describing the Individual  Single Payment Variable
          Annuity  Contracts.   Please send me  a copy of  the Statement of
          Additional Information pertaining to such Contracts.



                              NAME:                                     
                                       (Please Print)


                              Mailing
          (Date)              Address:                                   
                                       Street or P.O. Box

                                                                        
                                       City       State     Zip



                                         -49- 



                                 ACKNOWLEDGMENT FORM
                                SECTION 403 (b) PLANS


          _________________________________________________________________


          NOTE:     This   form  is   required  in   connection   with  all
                    applications for  Contracts to be issued  in connection
                    with Section 403(b)  plans, where contributions  are to
                    be made pursuant to a salary reduction agreement.

          TO:       Investors Life Insurance Company of North America
                    701 Brazos Street 
                    Austin, Texas 78701



          With reference to my application for a variable  annuity contract
          to be issued  in connection  with a Section  403(b) annuity  plan
          maintained  by  my   employer,  I  have  been  furnished  with  a
          prospectus of Separate  Account I  (dated April 29,  1996).   The
          contributions to the contract  will be made pursuant to  a salary
          reduction agreement with my employer.

          I  acknowledge that I have read and understand the description on
          pages 41 and 45 of the prospectus, pertaining to the restrictions
          or redemptions  imposed by Section  403(b) (11)  of the  Internal
          Revenue  Code.   I  further  acknowledge  that  I understand  any
          investment alternatives  under my employer's Section 403(b) plan,
          to which I may elect to transfer contract values.



          DATE                         Signature of Applicant



                              Address:
                                     


                                         -50- 



          Investors Life Insurance
          Company of North America


          701 Brazos Street
          Austin, Texas 78701



          ILG Securities Corporation

          701 Brazos Street
          Austin, Texas 78701




                                                  PROSPECTUS

                                                  April 29, 1996



                                    Single Payment
                        Individual Variable Annuity Contracts
                                      Issued by
                           Investors Life Insurance Company
                                   of North America 




          ILCO Investors Life Insurance
          Company

          701 Brazos Street
          Austin, Texas 78701



          ILG Securities Corporation

          701 Brazos Street
          Austin, Texas 78701




                                                  PROSPECTUS

                                                  April 29, 1996




                                    Single Payment
                        Individual Variable Annuity Contracts
                                      Issued by
                        ILCO Investors Life Insurance Company 





                         STATEMENT OF ADDITIONAL INFORMATION

                                  SEPARATE ACCOUNT I


                             INDIVIDUAL FLEXIBLE PAYMENT
           [    ]             VARIABLE ANNUITY CONTRACTS
                                  (the "Contracts")



                              INDIVIDUAL SINGLE PAYMENT
           [    ]             VARIABLE ANNUITY CONTRACTS
                                  (the "Contracts")


                                      issued by
                  INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                              (the "Insurance Company")
                                  701 Brazos Street
                                 Austin, Texas 78701
                              Telephone No. 512-404-5000



          This Statement of Additional Information is not a prospectus, but
          should  be  read in  conjunction  with  the  Prospectus  for  the
          indicated  Contracts offered by  Investors Life Insurance Company
          of North America Separate  Account I having the same date as this
          Statement.   A copy of  the Prospectus  for the Contracts  may be
          obtained by  writing to Investors Life Insurance Company of North
          America, 701  Brazos Street, Austin,  Texas 78701, or  by calling
          512-404-5346.



          April 29, 1996 



                                  TABLE OF CONTENTS


          Item                                                          Page

          General Information and History.............................    3
          Services....................................................    5
          Purchase of Securities Being Offered........................    5
          Principal Underwriter.......................................    6
          Yield Quotations of Money Market Division...................    7
          Annuity Payments............................................    9
          Additional Information......................................   10
          Financial Statements  
               The Separate Account...................................   14  

               The Insurance Company..................................   39  


                                         -2- 


                           General Information and History


          Investors Life Insurance  Company of  North America is  a   stock
          life insurance company, organized  in 1963 under the laws  of the
          Commonwealth  of Pennsylvania.  It was acquired by Life Insurance
          Company of  North America  in 1978.   Ownership was  subsequently
          transferred to an affiliate,  Investors Life Insurance Company of
          California  (formerly  INA Life  Insurance  Company).   Prior  to
          December,  1988,   the  Insurance  Company  and   Investors  Life
          Insurance  Company  of   California  were  indirect  wholly-owned
          subsidiaries of  CIGNA Corporation.   On  December 28,  1988, the
          purchase   by  InterContinental   Life  Corporation   (through  a
          subsidiary company) of CIGNA Corporation's interest  in Investors
          Life Insurance Company of North America, Investors Life Insurance
          Company  of   California  and  ILG   Securities  Corporation  was
          completed.  As a  result of such purchase, the  Insurance Company
          became  an indirect  wholly-owned subsidiary  of InterContinental
          Life Corporation ("ILCO"), a  holding company incorporated in New
          Jersey. 

          In December, 1992,  the Insurance  Company changed  its state  of
          domicile to the State of Washington and merged with its immediate
          parent company (Investors Life  Insurance Company of California).
          As  a result of the merger, the  Insurance Company assumed all of
          the assets and liabilities of Investors Life Insurance Company of
          California, and Investors Life Insurance Company of North America
          was  the surviving company.  In June, 1993, the Insurance Company
          merged with its immediate parent company, Standard Life Insurance
          Company.  Investors  Life was the surviving entity.  As a result,
          Investors  Life became  a direct  subsidiary of  InterContinental
          Life  Corporation. The  administrative offices of  Investors Life
          are  located  at 701  Brazos Street,  Austin,  Texas 78701.   The
          statutory  home  office of  Investors  Life  is  2101  4th  Ave.,
          Seattle, Washington 98121-2371.  

          The Insurance  Company is principally engaged in  the business of
          selling and  underwriting ordinary life insurance  and individual
          and  group  annuities.   It  is  authorized to  conduct  variable
          annuity business in the District of Columbia and in all states of
          the  United  States except  New York.    In Arizona,  Wyoming and
          Oregon,  business is conducted  under the name  of ILCO Investors
          Life Insurance Company.

          The  Insurance Company  does  not know  of  any person  who  owns
          beneficially more  than 5%  of  the outstanding  common stock  of
          InterContinental  Life  Corporation,  except  as  follows:    (i)
          Financial Industries Corporation ("FIC") directly  and indirectly
          owns approximately 47% of the outstanding common stock of ILCO 
            
                                         -3- 


          (approximately 62% if certain options were to be exercised);  FIC
          is a publicly-owned Texas  corporation; (ii) Roy F. Mitte  is the
          beneficial owner of 34.39% of the common stock of FIC.  Mr. Mitte
          holds options to purchase  121,500 shares of the common  stock of
          ILCO.   In  addition,  Mr. Mitte  has  beneficial ownership  with
          respect  to shares allocated to his account under ILCO's Employee
          Stock Ownership Plan ("ESOP") and, as co-trustee, with respect to
          unallocated shares  held by  the ESOP.   The  combined beneficial
          ownership of  Mr.  Mitte with  respect  to ILCO's  common  stock,
          taking into account FIC's 62.35% interest in ILCO's common stock,
          is 64.85%.  The executive offices  of ILCO, FIC and Mr. Mitte are
          located at 701 Brazos  Street, Suite 1400, Austin, Texas   78701,
          (iii)   Investors  Life  Insurance  Company  ("Investors-NA"),  a
          wholly-owned subsidiary of ILCO, is the owner of 53,400 shares of
          ILCO's common stock and the beneficial owner of 281,560 shares of
          ILCO's  common stock  owned  by InterContinental  Life  Insurance
          Company  ("ILIC").    The beneficial  ownership  of  Investors-NA
          represents 8.01% of ILCO's  outstanding common stock.  ILIC  is a
          wholly-owned  subsidiary of  Investors-NA.    The  administrative
          offices of  Standard Life, ILIC  and Investors-NA are  located at
          701  Brazos  Street, Austin,  Texas  78701;  and (iv)  ILIC  owns
          281,560 shares of ILCO's common stock (or 6.73%).

          Investors Life  Insurance Company  of North America  is also  the
          Sponsor of another separate account, Separate Account A (formerly
          known as  the INA/Putnam  Separate Account).   The  operations of
          that  separate  account  are   separate  and  distinct  from  the
          operations  of Separate Account I.  Due to Revenue Ruling 81-225,
          which was issued by the Internal Revenue Service on September 21,
          1981, the  Insurance Company, suspended the  issuance of variable
          annuity contracts issued by the Separate Account A.  In Rev. Rul.
          81-225, the IRS questioned the tax treatment of  variable annuity
          contracts  where the underlying  mutual funds are  not managed by
          the  issuing  insurance company  or  an  affiliate.    Since  the
          underlying  mutual  funds for  Separate  Account  A were  not  so
          managed,  the  Insurance  Company suspended  sales  of  contracts
          issued by that Account.

          The assets of  the Growth  and Income II  Division (formerly  the
          Equity  Division)  and   the  Voyager   Division  (formerly   the
          Aggressive  Equity  Division  of  the  Separate  Account  include
          amounts  attributable  to  initial  capital  contributed  by  the
          Insurance  Company to the Separate  Account.  As  of December 31,
          1995,  approximately 9.28% of the assets of the Growth and Income
          II Division and 70%  of the assets  of the Voyager Division  were
          attributable to such contributed capital.

          <R/R>

                                         -4- 


                                       SERVICES

          Safekeeping of Assets:

          All  assets of  the  Separate Account  are  held in  custody  for
          safekeeping  by  the  Separate  Account.    The  assets  of  each
          subdivision  of  each  Separate  Account division  will  be  kept
          physically segregated and held separate and apart from assets  of
          other subdivisions.  Shares  of the underlying funds, if  issued,
          may  be left on deposit  with the shareholder  servicing agent of
          PCM Trust.   The Separate Account  will maintain a  record of all
          purchases and redemptions for shares of the underlying funds held
          in   each  subdivision   of  each   Separate  Account   Division.
          Additional  protection for the assets  of the Separate Account is
          afforded by  the Insurance Company's fidelity  bond, presently in
          the  amount of $5 million, covering all officers and employees of
          the Insurance Company.

          Independent Public Accountant:

          Price  Waterhouse LLP  acts  as independent  accountants for  the
          Separate Account and the  Insurance Company.  Its offices  are at
          2001  Ross Ave., Suite 1800, Dallas, Texas 75201.  As independent
          accountants, Price  Waterhouse LLP annually performs  an audit of
          the  financial  statements  of   the  Separate  Account  and  the
          Insurance Company.


                         PURCHASE OF SECURITIES BEING OFFERED

          The Contracts may be  sold by licensed insurance salesmen  of the
          Insurance Company  who  are also  registered  representatives  of
          broker/dealers under  the Securities  Exchange Act of  1934 which
          broker/dealers   have  sales   agreements  with   ILG  Securities
          Corporation and  the Insurance Company.   Such broker/dealers are
          also members  of the National Association  of Securities Dealers,
          Inc.  Registered  representatives of  ILG Securities  Corporation
          may also sell  the Contracts.   ILG Securities  Corporation is  a
          registered broker/dealer  under  the Securities  Exchange Act  of
          1934  and is a member  of the National  Association of Securities
          Dealers, Inc.  The  address of ILG Securities Corporation  is 701
          Brazos Street, Austin, Texas 78701.


                                         -5- 


                                PRINCIPAL UNDERWRITER

          (a)  The principal underwriter of the Contracts is ILG Securities
               Corporation, a registered broker/dealer under the Securities
               Exchange  Act  of   1934  and  a  member   of  the  National
               Association  of Securities  Dealers,  Inc.   ILG  Securities
               Corporation  is an  affiliate  of  Investors Life  Insurance
               Company of North America.

          (b)  The Contracts are offered on a continuing basis.

          (c)  The  following  table sets  forth  the  aggregate amount  of
               underwriting commissions paid to ILG Securities Corporation,
               for each of the calendar years 1993 to 1995, with respect to
               the Contracts:

               Year                          Amount

               1995                          $   116

               1994                          $    75

               1993                          $12,474

          (d)  Putnam  Management has  agreed  to  reimburse the  Insurance
               Company for certain  costs that it will  incur in connection
               with  the  servicing  of  Contracts.    The amount  of  this
               reimbursement is  equal to  25% of the  effective management
               fee  received by  Putnam Management  with respect  to assets
               allocated  by   the  Insurance  Company  to  the  applicable
               portfolio of PCM  Trust, plus  an annual rate  of one  basis
               point times  the average  daily net assets  allocated during
               the  computation  period by  the  Insurance  Company to  PCM
               Trust.   For the  period from April 18, 1995  (the effective
               date  of  the substitution  of shares  of  PCM Trust  as the
               underlying investment vehicle  for the Separate  Account) to
               December  31, 1995,  the  amount of  this reimbursement  was
               $44,196.

                                         -6- 


                      YIELD QUOTATIONS OF MONEY MARKET DIVISION


          The  Separate  Account provides  "current  yield"  and "effective
          yield" quotations with respect to the Money Market Division.  For
          the  seven-day period  ending December  31, 1995,  the annualized
          "current  yield"  for the  tax  qualified  and non-tax  qualified
          subdivisions of the Money Market  Divisions was 4.85% for  Single
          Payment Contracts and 4.83% for Flexible Payment Contracts.   The
          annualized "effective  yield" of  each such subdivision  for such
          period  was   5.06%  for Single  Payment  Contracts and 5.04% for
          Flexible Payment Contracts.

          In  accordance with applicable rules issued by the Securities and
          Exchange  Commission, such  yield  quotations are  computed by  a
          standardized  method, based  on a  historical seven  day calendar
          period.   The yield  is determined separately  for Single Payment
          Contracts and Flexible Payment  Contracts, and separately for the
          qualified and non-tax qualified  subdivisions of the Money Market
          Division.

          The  computation of the standardized current  yield does not take
          into  account any deductions from premium payments to provide for
          Premium  Taxes.  The deduction  for Premium Taxes  is made either
          from  Purchase  Payments  made  under a  Contract,  or  from  the
          Accumulated Value applied upon annuitization, as determined under
          applicable state law.  In the case of those states which impose a
          Premium  Tax, the  deduction ranges  from .5% to  3%.   Also, the
          computation of the standardized current  yield does not take into
          account any Deferred  Sales Charge that  may be assessed  against
          amounts withdrawn  during early Contract  Years.   The amount  of
          such  Deferred Sales  Charge depends  upon  the type  of Contract
          which  is purchased.  For Single Payment Contracts, the charge is
          assessed  against amounts withdrawn  (total or partial surrender)
          during  the first six Contract  Years (measured from  the date of
          issue) which exceed  10% of the Purchase Payment.   The amount of
          the  charge ranges from  6% during the first  Contract Year to 1%
          during the sixth Contract Year.  With respect to Flexible Payment
          Contracts, the Deferred Sales  Charge is assessed against amounts
          withdrawn  (total  or  partial surrender)  during  early Contract
          Years;  the  charge also  applies,  with  certain exceptions,  to
          amounts applied to provide annuity payments.  The charge is based
          on the number of full  Contract  Years  between  the  date  of  a
          Purchase  Payment and the  date of  withdrawal or  first  annuity
          payments,  and  ranges  from  7%  for  periods  of  less than two
          Contract Years to 0% for periods of eight or more Contract Years.
          Please refer to the applicable Prospectus for the Contracts for a
          more complete description of this Deferred Sales Charge.

                                         -7- 

          Each such  standardized current yield is  computed by determining
          the  net  change  in the  value  of  a  hypothetical pre-existing
          account  having  a  balance  of  one  accumulation  unit  at  the
          beginning of the seven day period, dividing the net change by the
          value of the account at the beginning of the period to obtain the
          base period  return, and  multiplying the base  period return  by
          365/7.  The net  change in the value  of an account in  the Money
          Market Division reflects:

               (i)       the  value   of  additional   accumulation   units
                         purchased  with   dividends  from   the   original
                         accumulation unit, as well  as dividends  declared
                         on  the original  accumulation  unit and  any such
                         additional units;

               (ii)      application  of  the Mortality  and  Expense  Risk
                         Deduction, which is a daily charge of 0.0000327 of
                         the value of the assets in each subdivision of the
                         Money Market Division  (1.2% on an  annual basis);
                         and

               (iii)     deduction  of  a  pro-rata  share  of  the  annual
                         Administrative Expense charge  ($25.00 for  Single
                         Payment Contracts or $30.00  for Flexible  payment
                         Contracts), in  proportion  to the  length of  the
                         base period and  the respective average  number of
                         accounts allocated to the Money Market Division.

          The determination of the net change in the value of an account in
          the Money  Market Division  does not  include realized  gains and
          losses, or unrealized appreciation and depreciation; nor, does it
          take  into account any charges that may be incurred in connection
          with transfers between Separate Account Divisions.

          The  Separate Account  may also  provide an  effective annualized
          yield,  determined  by  adding  1  to  the   base  period  return
          (calculated in accordance with the preceding paragraph),  raising
          the sum to a  power equal to 365 divided by  7, and subtracting 1
          from the result.

          Current  yields  will  fluctuate  and  are  not  intended  to  be
          representative  of future results.   An  individual contemplating
          the purchase of a  Contract should remember that yield  will vary
          from time  to time depending  on market conditions,  the quality,
          maturity and type of instruments held in,  and operating expenses
          of, the underlying portfolio of the Money Market Division. 


                                         -8- 


                                   ANNUITY PAYMENTS

          Annuity Payments - General:

          As  described  in  the   Prospectus,  annuity  payments  will  be
          determined   on  the  basis of  (i)  the table  specified  in the
          Contract which reflects  the adjusted age of  the annuitant, (ii)
          the  type  of  annuity  payout  option  selected, and  (iii)  the
          investment performance of the class of Fund shares underlying the
          Division(s) selected.  The amount of Annuity Payments will not be
          adversely  affected  by  adverse  mortality   experience  or  any
          increase  in the expenses of  the Insurance Company  in excess of
          the charges specified  in the  Contracts.  The  value of a  fixed
          number  of  annuity units  each month  is  paid by  the Insurance
          Company to the Owner, or to another payee designated by the Owner
          in written form and received by the Insurance Company, reduced by
          any amounts required to be  withheld for taxes.  The value  of an
          annuity  unit  will  reflect  the investment  experience  of  the
          Division(s) selected  and the amount of each Annuity Payment will
          vary accordingly.

               o    Certain contracts which are issued subject to
                    California law contain annuity payment tables
                    which reflect the adjusted age and sex of the
                    annuitant.  The  Company issues this  type of
                    contract where issuance  is not known by  the
                    Company to be part  of an employer  sponsored
                    plan.

          Value of an Annuity Unit:

          The value of an annuity unit is determined independently for each
          subdivision  of a  Separate Account  Division.   The value  of an
          annuity unit  will be  established at  $1 on the  date the  first
          Annuity  payment  is  made  from  such  subdivision and  will  be
          determined on  each subsequent valuation date  by multiplying the
          value  of the  annuity  unit  as  of  the  immediately  preceding
          valuation  date by the products of (i) 0.9998404 adjusted for the
          number of days in the valuation period ending with such valuation
          date  (this  factor  neutralizes  the  effect  of  the 6%  annual
          interest rate  used  in  calculating  the  amount  of  the  first
          payment),  and (ii) the net  investment factor of the appropriate
          subdivision for the fourteenth day immediately preceding the last
          day of the valuation period for which the value of the annuity is
          being determined.

                                         -9- 


          Amount of the First Annuity Payment:

          At  the time  Annuity Payments  begin, the  value of  the Owner's
          account is determined by  multiplying the Accumulation Unit value
          on the  valuation date 14 days before  the date the first monthly
          Annuity Payment  is  due  by the  number  of  accumulation  units
          credited to the  Owner's account as of the date the first Annuity
          Payment  is due,  less  applicable premium  taxes not  previously
          deducted.   The  amount  so determined  is  then applied  to  the
          specified annuity payout option.

          The Contracts contain tables indicating the  dollar amount of the
          first monthly  Annuity Payment which  can be purchased  with each
          $1,000 of  value  accumulated under  the  Contract.   The  amount
          depends on the annuity payout option, and the adjusted age of the
          annuitant.   The adjusted age may  be more than or  less than the
          Annuitant's  actual  age,  depending  upon  the  year  of  birth.
          Amounts shown in  the tables for each  Contract are based  on the
          following factors:

          (i)       Flexible Payment Contracts:  For Options 1 to
                    5 amounts  are based on  the 1971  Individual
                    Annuity Mortality Table set back  five years,
                    with interest at the rate of 6% per annum and
                    assumes  birth  in   the  year  1920.     For
                    California  Contracts issued  in non-employer
                    sponsored situations, amounts  are also based
                    on the sex  of the annuitant.  For  Option 6,
                    the tables assume  interest at the rate of 6%
                    per annum.

          (ii)      Single Payment Contracts:

                    o    California  Contracts   issued  in   non-
                         employer sponsored  situations:   amounts
                         are based on the adjusted age and sex  of
                         the   annuitant   and   the   Progressive
                         Annuity Table  with interest  at the rate
                         of 6% per annum and assumes birth in  the
                         year 1900.

                    o    All  other  Contracts:   amounts are
                         based   on  the   1971   Individuals
                         Annuity  Mortality  Table  set  back
                         five  years,  with interest  at  the
                         rate  of 6%  per annum  and  assumes
                         birth in the year 1920.


                                         -10- 


          The  first  Annuity  Payment  is determined  by  multiplying  the
          benefit per $1,000 of value  shown in the Contract tables  by the
          number of  thousands of  dollars of  value accumulated  under the
          Contract.

          The  6% interest  rate stated  above is  the measuring  point for
          subsequent  Annuity Payments.  If  the actual net investment rate
          (on an annual basis) remains constant at 6%, the Annuity Payments
          will remain constant.   If the actual net investment rate exceeds
          6%, the Annuity  Payments will increase  at a  rate equal to  the
          amount of  such excess.   Conversely, if the actual  rate is less
          than 6%, Annuity Payments will decrease.

                    Special  Note  for   New  Jersey   Contracts:
                    Contracts subject to New  Jersey law  contain
                    tables  indicating an amount of first monthly
                    annuity payment based  on an assumed interest
                    rate of 5%, rather than 6%.  The value of  an
                    annuity   unit   utilizes   a   corresponding
                    adjustment factor of 0.9998663.

          The objective of the Contract is  to provide benefit installments
          which  will increase at a rate  sufficient to maintain purchasing
          power  at a constant  level.  For  this to occur,  the actual net
          investment rate must exceed  the assumed rate of  6% (5% for  New
          Jersey  Contracts) by an amount  equal to the  rate of inflation.
          Of course, no assurance can  be made that this objective will  be
          met.  If the assumed interest rate were to be  increased, Annuity
          Payments  would start at a  higher level but  would increase more
          slowly  or decrease  more  rapidly.   Likewise,  a lower  assumed
          interest rate would provide a lower  initial payment with greater
          increases or  lesser decreases  in  subsequent Annuity  Payments.
          The amount  of an Annuity  Payment will be  reduced by  any taxes
          required to be withheld.


          Determination of the Second and Subsequent Annuity Payments:

          The  amount of  the  second and  subsequent  Annuity Payments  is
          determined  by  multiplying the  number of  annuity units  by the
          annuity  unit value as of  the valuation date  coincident with or
          next following the  date on  which each Annuity  Payment is  due.
          The number of  annuity units  under a Contract  is determined  by
          dividing  the first monthly Annuity  Payment by the  value of the
          appropriate  annuity  unit on  the date  of  such payment.   This
          number of annuity units remains fixed during the Annuity  Payment
          period,  unless  Contract Value  is transferred  between Separate
          Account Division subdivisions.


                                         -11- 


                                ADDITIONAL INFORMATION


          o    Mortality and Expense Risk Deduction:

               As  described in  the  Prospectus (See  "Contract Charges  -
               Mortality  and  Expense   Risk  Deduction"),  the  Insurance
               Company  makes a daily charge  of 0.0000327 of  the value of
               the assets in each subdivision of the Separate Account (1.2%
               on  an annual  basis, consisting  of approximately  0.8% for
               mortality risks and  approximately 0.4% for  expense risks).
               This charge is designed  to cover the cost of  mortality and
               expense risks described below.

               The  Insurance  Company's  assumption  of  a  mortality risk
               arises from  its contractual obligation to  continue to make
               Annuity Payments to each Annuitant regardless of how long he
               lives and regardless of  how long all annuitants as  a group
               live.   This assures  each  Annuitant that  neither his  own
               longevity nor a general  improvement in life expectancy will
               have  an  adverse effect  on  the Annuity  Payments  he will
               receive under  a Contract,  and relieves the  annuitant from
               the  risk   that  he  will  outlive   the  amounts  actually
               accumulated  for  retirement.   In  addition, the  Insurance
               Company assumes mortality risks  because of annuity rates in
               the  Contracts,  which  cannot  be  increased  and,  if  the
               Annuitant  should die  during the  Accumulation Period,  the
               Insurance Company is at risk that the Accumulation Value may
               not equal the Death Proceeds.

               The Insurance Company also assumes the risk that the amounts
               deducted  for  sales  and  administrative  expenses  may  be
               insufficient to cover the actual cost of such items.

               No portion  of  the mortality  and  expense risk  charge  is
               directly  related  to  any  specific  distribution  expense.
               However, the Insurance Company expects to make a profit from
               such  charge, although there is no assurance that it will do
               so.   The Insurance  Company believes  that this  charge  is
               reasonable  in  relation  to  the risks  assumed  under  the
               Contracts.  In addition, the Insurance Company believes that
               the  charge  has  a   reasonable  likelihood  of  benefiting
               Contract Owners.


                                         -12- 


                                 FINANCIAL STATEMENTS

          The following pages set forth the financial statements of:

               (a)  Investors  Life  Insurance  Company  of  North  America
                    Separate Account I.

               (b)  Investors Life Insurance Company of North America.


                                         -13- 


INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
 SEPARATE ACCOUNT I
COMBINED BALANCE SHEET
DECEMBER 31, 1995


  ASSETS


Investments at Market Value 
(Notes 1 and 2):
    Portfolios of Putnam Capital Manager Trust:

Money Market Division

2,180,815 qualified shares              (cost $2,180,815)      $  2,180,815
2,636,535 non-qualified shares          (cost $2,636,535)         2,636,535

Income Division

  360,748 qualified shares              (cost $4,612,681)         4,956,685
  603,904 non-qualified shares          (cost $7,731,746)         8,297,641

Growth & Income Division II

  826,587 qualified shares              (cost $16,015,701)       17,746,825
   61,313 shares owned by               (cost $ 1,187,977)        1,316,385
          Investors Life
  371,405 non-qualified shares          (cost $7,263,843)         7,974,070
   61,354 shares owned by               (cost $1,199,952)         1,317,276
          Investors Life

Voyager Division (formerly known as Aggressive Equity Division)

   20,625 qualified shares              (cost $497,669)             629,067
   36,618 shares owned by               (cost $883,569)           1,116,857
          Investors Life
   10,640 non-qualified shares          (cost $251,989)             324,532
   36,559 shares owned by               (cost $865,800)           1,115,047
          Investors Life


Total Assets                                                   $ 49,611,735




CONTRACT OWNERS' EQUITY

Contract Owners' Equity (Notes 3 and 7):


Money Market Division

1,096,192 qualified accumulation        ($1.9894462 per unit)  $  2,180,815
          units outstanding
1,334,785 non-qualified accumulation    ($1.9752506 per unit)     2,636,535
          units outstanding

Income Division

1,580,611 qualified accumulation        ($3.1359299 per unit)     4,956,685
          units outstanding
2,678,698 non-qualified accumulation    ($3.0976397 per unit)     8,297,641
          units outstanding

Growth & Income Division II

3,444,210 qualified accumulation        ($5.1526547 per unit)    17,746,825
          units outstanding
  255,477 Investors Life equity         ($5.1526547 per unit)     1,316,385
1,806,556 non-qualified accumulation    ($4.4139625 per unit)     7,974,070
          units outstanding
  298,434 Investors Life equity         ($4.4139625 per unit)     1,317,276

Voyager Division (formerly known as Aggressive Equity Division)

  281,624 qualified accumulation        ($2.2337132 per unit)       629,067
          units outstanding
  500,000 Investors Life equity         ($2.2337132 per unit)     1,116,857
  145,524 non-qualified accumulation    ($2.2300940 per unit)       324,532
          units outstanding
  500,000 Investors Life equity         ($2.2300940 per unit)     1,115,047


Contract Owners' Equity                                       $  49,611,735

The accompanying notes are an integral part of these financial statements



INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
 SEPARATE ACCOUNT I
INDIVIDUAL STATEMENTS OF OPERATIONS
TWELVE MONTHS ENDED DECEMBER 31, 1995


                                                Money               Money
                                                Market              Market
                                              Qualified         Non-Qualified


Investment Income:
Dividends                                     $   140,706       $   153,743

Expenses:
Mortality risk and expense                         31,476            34,072
fees guarantees (Notes 1 and 3)

Investment income - net                           109,230           119,671


Net Realized and Unrealized
Gain (Loss) on Investments:
Net realized capital gain distributions                 0                 0

Net realized gain (loss) on investments:
Proceeds from sale of shares                      967,292           791,839
Cost of shares sold                               967,292           791,839

Net realized gain (loss) on investments                 0                 0

Net unrealized gain (loss) on investment                0                 0

Net realized and unrealized gain (loss)                 0                 0
on investments

Net Increase (Decrease) in Net Assets         $   109,230       $   119,671
from Investment Operations





                                                Income             Income
                                              Qualified         Non-Qualified

Investment Income:
Dividends                                     $   103,195       $   156,732

Expenses:
Mortality risk and expense                         60,128            95,290
fees guarantees (Notes 1 and 3)

Investment income - net                            43,067            61,442


Net Realized and Unrealized
Gain (Loss) on Investments:
Net realized capital gain distributions                 0                 0

Net realized gain (loss) on investments:
Proceeds from sale of shares                    1,325,318         1,106,418
Cost of shares sold                             1,288,332         1,099,663

Net realized gain (loss) on investments            36,986             6,755

Net unrealized gain (loss) on investment          773,455         1,283,698

Net realized and unrealized gain (loss)           810,441         1,290,453
on investments

Net Increase (Decrease) in Net Assets         $   853,508       $ 1,351,895
from Investment Operations



                                             Growth and         Growth and
                                             Income II           Income II
                                             Qualified*       Non-Qualified*
                                          (formerly Equity    (formerly Equity
                                           Division) (1)       Division) (1)

Investment Income:
Dividends                                     $   146,349       $    60,521

Expenses:
Mortality risk and expense                        202,859            92,225
fees guarantees (Notes 1 and 3)

Investment income - net                           (56,510)          (31,704)


Net Realized and Unrealized
Gain (Loss) on Investments:
Net realized capital gain distributions                 0                 0

Net realized gain (loss) on investments:
Proceeds from sale of shares                    3,763,680         1,427,689
Cost of shares sold                             4,064,731         1,590,542

Net realized gain (loss) on investments          (301,051)         (162,853)

Net unrealized gain (loss) on investment        5,614,225         2,596,107

Net realized and unrealized gain (loss)         5,313,174         2,433,254
on investments

Net Increase (Decrease) in Net Assets         $ 5,256,664       $ 2,401,550
from Investment Operations



                                               Voyager             Voyager
                                              Qualified*        Non-Qualified*

Investment Income:
Dividends                                     $     8,644       $     7,015

Expenses:
Mortality risk and expense                         18,139            14,581
fees guarantees (Notes 1 and 3)

Investment income - net                            (9,495)           (7,566)


Net Realized and Unrealized
Gain (Loss) on Investments:
Net realized capital gain distributions                 0                 0

Net realized gain (loss) on investments:
Proceeds from sale of shares                       82,959            75,405
Cost of shares sold                                69,134            67,885

Net realized gain (loss) on investments            13,825             7,520

Net unrealized gain (loss) on investment          485,685           393,641

Net realized and unrealized gain (loss)           499,510           401,161
on investments

Net Increase (Decrease) in Net Assets         $   490,015       $   393,595
from Investment Operations




                                              Growth and         Growth and
                                                Income             Income
                                            Qualified(2)      Non-Qualified(2)

Investment Income:
Dividends                                     $    27,503       $    20,395

Expenses:
Mortality risk and expense                         11,407             8,460
fees guarantees (Notes 1 and 3)

Investment income - net                            16,096            11,935


Net Realized and Unrealized
Gain (Loss) on Investments:
Net realized capital gain distributions                 0                 0

Net realized gain (loss) on investments:
Proceeds from sale of shares                      139,845            40,423
Cost of shares sold                               155,377            43,889

Net realized gain (loss) on investments           (15,532)           (3,466)

Net unrealized gain (loss) on investment                0                 0

Net realized and unrealized gain (loss)           (15,532)           (3,466)
on investments

Net Increase (Decrease) in Net Assets         $       564       $      8,469
from Investment Operations

(1) includes activity due to the merger of the Growth and
Income Division with the Equity Division as of April 18, 1995
(2) includes period from 1/1/95 through 4/17/95.
*Includes shares owned by Investors Life.

The accompanying notes are an integral part of these financial statements



INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
SEPARATE ACCOUNT I
INDIVIDUAL STATEMENTS OF CHANGES IN TOTAL ASSETS
TWELVE MONTHS ENDED DECEMBER  31, 1995



                                                 Money               Money
                                                 Market              Market
                                               Qualified         Non-Qualified

Investment Operations:
Investment income-net                         $   109,230       $   119,671
Realized capital gain distributions                     0                 0
Net realized gain (loss) on investments                 0                 0
Net unrealized gain (loss) on investment                0                 0

Net increase (decrease) in net                    109,230           119,671
assets from investment operations

Accumulation Unit Transactions:
Net contract considerations and                   194,606            44,620
transfers in (Note 3)
Net contract surrenders and transfers            (951,236)         (629,306)
out (Note 3)
Benefit payments to annuitants                    (11,036)          (43,271)

Net decrease from accumulation                   (767,666)         (627,957)
unit transactions
Net Increase (Decrease) in Net Assets            (658,436)         (508,286)
Net Assets:
Net assets at December 31, 1994                 2,839,250         3,144,821

Net assets at December 31, 1995              $  2,180,815      $  2,636,535



                                                 Income             Income
                                               Qualified         Non-Qualified


Investment Operations:
Investment income-net                         $    43,067       $    61,442
Realized capital gain distributions                     0                 0
Net realized gain (loss) on investments            36,986             6,755
Net unrealized gain (loss) on investment          773,455         1,283,698

Net increase (decrease) in net                    853,508         1,351,895
assets from investment operations

Accumulation Unit Transactions:
Net contract considerations and                    85,031            13,876
transfers in (Note 3)
Net contract surrenders and transfers          (1,289,036)         (906,494)
out (Note 3)
Benefit payments to annuitants                     (6,214)          (97,764)

Net decrease from accumulation                 (1,210,219)         (990,382)
unit transactions
Net Increase (Decrease) in Net Assets            (356,711)          361,513
Net Assets:
Net assets at December 31, 1994                 5,313,396         7,936,128

Net assets at December 31, 1995               $ 4,956,685       $ 8,297,641



                                             Growth and         Growth and
                                             Income II           Income II
                                             Qualified*       Non-Qualified*
                                          (formerly Equity    (formerly Equity
                                           Division) (1)       Division) (1)

Investment Operations:
Investment income-net                         $   (56,510)      $   (31,704)
Realized capital gain distributions                     0                 0
Net realized gain (loss) on investments          (301,051)         (162,853)
Net unrealized gain (loss) on investment        5,614,225         2,596,107

Net increase (decrease) in net                  5,256,664         2,401,550
assets from investment operations

Accumulation Unit Transactions:
Net contract considerations and                 3,629,931         2,506,850
transfers in (Note 3)
Net contract surrenders and transfers          (3,868,301)       (1,281,644)
out (Note 3)
Benefit payments to annuitants                    (49,704)          (32,262)

Net decrease from accumulation                   (288,074)        1,192,945
unit transactions
Net Increase (Decrease) in Net Assets           4,968,589         3,594,495
Net Assets:
Net assets at December 31, 1994                14,094,620         5,696,852

Net assets at December 31, 1995              $ 19,063,210      $  9,291,346


                                                Voyager             Voyager
                                               Qualified*       Non-Qualified*

Investment Operations:
Investment income-net                         $    (9,495)      $    (7,566)
Realized capital gain distributions                     0                 0
Net realized gain (loss) on investments            13,825             7,520
Net unrealized gain (loss) on investment          485,685           393,641

Net increase (decrease) in net                    490,015           393,595
assets from investment operations

Accumulation Unit Transactions:
Net contract considerations and                    66,421            54,096
transfers in (Note 3)
Net contract surrenders and transfers            (109,354)          (62,157)
out (Note 3)
Benefit payments to annuitants                          0                 0

Net decrease from accumulation                    (42,933)           (8,061)
unit transactions
Net Increase (Decrease) in Net Assets             447,082           385,534
Net Assets:
Net assets at December 31, 1994                 1,298,842         1,054,045

Net assets at December 31, 1995               $ 1,745,924       $ 1,439,579


  
                                              Growth and         Growth and
                                                Income             Income
                                             Qualified(2)     Non-Qualified(2)

Investment Operations:
Investment income-net                         $    16,096       $    11,935
Realized capital gain distributions                     0                 0
Net realized gain (loss) on investments           (15,532)           (3,466)
Net unrealized gain (loss) on investment                0                 0

Net increase (decrease) in net                        564             8,469
assets from investment operations

Accumulation Unit Transactions:
Net contract considerations and                    30,302            43,844
transfers in (Note 3)
Net contract surrenders and transfers          (3,115,506)       (2,255,410)
out (Note 3)
Benefit payments to annuitants                     (3,932)          (19,434)

Net decrease from accumulation                 (3,089,136)       (2,231,000)
unit transactions
Net Increase (Decrease) in Net Assets          (3,088,572)       (2,222,531)
Net Assets:
Net assets at December 31, 1994                 3,088,572         2,222,531

Net assets at December 31, 1995               $         0       $         0

(1) includes activity due to the merger of the Growth and
Income Division with the Equity Division as of April 18, 1995
(2) includes period from 1/1/95 through 4/17/95.

The accompanying notes are an integral part of these financial statements



INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
SEPARATE ACCOUNT I
INDIVIDUAL STATEMENTS OF CHANGES IN TOTAL ASSETS
TWELVE MONTHS ENDED DECEMBER  31, 1994



                                                 Money               Money
                                                 Market              Market
                                               Qualified         Non-Qualified

Investment Operations:
Investment income-net                          $   66,494        $   79,964
Realized capital gain distributions                     0                 0
Net realized gain (loss) on investments                 0                 0
Net unrealized gain (loss) on investment                0                 0

Net increase (decrease) in net                     66,494            79,964
assets from investment operations

Accumulation Unit Transactions:
Net contract considerations and                   567,815            90,139
transfers in (Note 3)
Net contract surrenders and transfers          (1,102,273)       (1,658,192)
out (Note 3)
Benefit payments to annuitants                    (11,239)          (51,311)

Net decrease from accumulation                   (545,697)       (1,619,364)
unit transactions
Net Increase (Decrease) in Net Assets            (479,203)       (1,539,400)
Net Assets:
Net assets at December 31, 1993                 3,318,453         4,684,221

Net assets at December 31, 1994               $ 2,839,250       $ 3,144,821



                                                 Income             Income
                                               Qualified         Non-Qualified

Investment Operations:
Investment income-net                         $   299,313       $   488,515
Realized capital gain distributions                     0                 0
Net realized gain (loss) on investments           (60,531)         (103,131)
Net unrealized gain (loss) on investment         (491,742)         (811,510)

Net increase (decrease) in net                   (252,960)         (426,126)
assets from investment operations

Accumulation Unit Transactions:
Net contract considerations and                   144,200           101,539
transfers in (Note 3)
Net contract surrenders and transfers          (1,053,586)       (2,569,070)
out (Note 3)
Benefit payments to annuitants                    (74,065)          (72,417)

Net decrease from accumulation                   (983,451)       (2,539,948)
unit transactions
Net Increase (Decrease) in Net Assets          (1,236,411)       (2,966,074)
Net Assets:
Net assets at December 31, 1993                 6,549,807        10,902,202

Net assets at December 31, 1994              $  5,313,396      $  7,936,128



                                                 Equity             Equity
                                               Qualified         Non-Qualified

Investment Operations:
Investment income-net                         $   342,365       $   129,054
Realized capital gain distributions                     0                 0
Net realized gain (loss) on investments        (2,566,616)         (459,226)
Net unrealized gain (loss) on investment        2,113,115           267,574

Net increase (decrease) in net                   (111,136)          (62,598)
assets from investment operations

Accumulation Unit Transactions:
Net contract considerations and                   433,766             9,060
transfers in (Note 3)
Net contract surrenders and transfers          (8,365,579)       (1,474,715)
out (Note 3)
Benefit payments to annuitants                    (17,961)          (21,305)

Net decrease from accumulation                 (7,949,774)       (1,486,960)
unit transactions
Net Increase (Decrease) in Net Assets          (8,060,910)       (1,549,558)
Net Assets:
Net assets at December 31, 1993                22,155,530         7,246,410

Net assets at December 31, 1994              $ 14,094,620      $  5,696,852




                                               Aggressive         Aggressive
                                                 Equity             Equity
                                               Qualified*       Non-Qualified*

Investment Operations:
Investment income-net                         $   136,107       $   130,956
Realized capital gain distributions               210,638           202,528
Net realized gain (loss) on investments            29,949            49,742
Net unrealized gain (loss) on investment         (404,406)         (403,492)

Net increase (decrease) in net                    (27,712)          (20,266)
assets from investment operations

Accumulation Unit Transactions:
Net contract considerations and                    52,110             4,441
transfers in (Note 3)
Net contract surrenders and transfers             (92,011)         (200,450)
out (Note 3)
Benefit payments to annuitants                          0                 0

Net decrease from accumulation                    (39,901)         (196,009)
unit transactions
Net Increase (Decrease) in Net Assets             (67,613)         (216,275)
Net Assets:
Net assets at December 31, 1993                 1,366,455         1,270,320

Net assets at December 31, 1994              $  1,298,842      $  1,054,045


  
                                               Growth and         Growth and
                                                 Income             Income
                                               Qualified*       Non-Qualified*

Investment Operations:
Investment income-net                          $   63,958        $   51,548
Realized capital gain distributions                     0                 0
Net realized gain (loss) on investments           (90,685)         (163,891)
Net unrealized gain (loss) on investment           32,483           123,710

Net increase (decrease) in net                      5,756            11,367
assets from investment operations

Accumulation Unit Transactions:
Net contract considerations and                   111,281            21,093
transfers in (Note 3)
Net contract surrenders and transfers            (504,991)         (649,404)
out (Note 3)
Benefit payments to annuitants                    (11,940)           (3,118)

Net decrease from accumulation                   (405,650)         (631,429)
unit transactions
Net Increase (Decrease) in Net Assets            (399,894)         (620,062)
Net Assets:
Net assets at December 31, 1993                 3,488,466         2,842,593

Net assets at December 31, 1994              $  3,088,572      $  2,222,531

*Includes shares owned by Investors Life.

The accompanying notes are an integral part of these financial statements



                           INVESTORS LIFE INSURANCE COMPANY
                                   OF NORTH AMERICA

                                  SEPARATE ACCOUNT I

                            NOTES TO FINANCIAL STATEMENTS
                                  December 31, 1995


          Note 1. Organization

          Investors Life  Insurance  Company of  North America  ("Investors
          Life")  established Investors  Life  Insurance  Company of  North
          America - Separate Account  I (the "Separate Account") as  a unit
          investment trust  registered under the Investment  Company Act of
          1940, as amended.  Operations  of the Separate Account  commenced
          on September 15, 1982.   The Separate Account currently  has four
          Divisions  each corresponding to a portfolio of PCM Trust.  Prior
          to the substitution  of shares of PCM  Trust for shares of  CIGNA
          Annuity Funds Group  as the  underlying funding  vehicle for  the
          Separate Account, the Separate Account contained five  divisions.
          In  connection with  the  substitution, the  Equity Division  was
          merged  with  the Growth  and  Income  Division; thereafter,  the
          Equity Division  was renamed the  Growth and Income  II Division.
          See Note 6 for a description of the  substitution.  Each Division
          contains   two   subdivisions,   one   for   the  allocation   of
          tax-qualified and one for the allocation of non-tax qualified net
          payments made under variable annuity contracts.

          Net purchase payments to the Separate Account may be allocated to
          one or  more of the following classes of shares of the PCM Trust:
          PCM  Money Market Fund, PCM U.S. Government and High Quality Bond
          Fund, PCM  Growth and  Income  Fund or  PCM  Voyager Fund.    The
          contract  owners'  equity of  each  subdivision  of the  Separate
          Account is affected by the investment results of the  appropriate
          portfolio(s)  of   shares  of   PCM  Trust  designated   for  the
          subdivision and  the mortality  risk and expense  fees guarantees
          assessed on the  Separate Account  assets (See Note  3), and  the
          administrative charge deductions.


          Note 2.  Significant Accounting Policies

          Following is a summary of the significant accounting policies  of
          the Separate Account:

          a)   the  market value  of investments  is based  on closing  bid
          prices 

                                         -31- 


          (net   asset  value)   at  December   31,  1995;   b)  investment
          transactions  are accounted for on  the trade date  and income is
          recorded on the ex-dividend date; c) the cost of investments sold
          is determined on the specific identification method.  See Notes 4
          and 5 with respect to income taxes.


          Note 3. Contract Owner Transactions

          Net contract  considerations represent gross  contributions under
          variable annuity contracts less  deductions by Investors Life for
          any applicable  premium taxes.   Net contract  considerations for
          the year ended December  31, 1995 were $ 20,645  after deductions
          for premium taxes of $98.  Contract owners have limited rights to
          transfer   their   contract  values   between   Separate  Account
          Divisions.  For  the year ended  December 31, 1995, the  total of
          all  transfers  was  $6,648,836.    Contract  surrender  benefits
          amounted to  $7,819,608.  Annuity benefits  amounted to $263,617.
          Investors Life charges a fee to each Separate Account subdivision
          for assuming the mortality risk and expense fees guarantees.  The
          daily equivalent of the annual charge of 1.2% is made against the
          average net asset value of the Separate Account.

          Note 4. Income Taxes

          Investors Life is  taxed as  a life insurance  company under  the
          Internal Revenue Code.  The Separate Account is taxed as  part of
          Investors Life.   Under the  current provisions of  the Code,  no
          federal income taxes  are payable by Investors  Life with respect
          to the operations  of the Separate  Account when such  operations
          are  used  to  determine  the  contract  values  of the  Separate
          Account.   Investors Life  retains the right  to make adjustments
          for taxes to Separate Account assets should future changes in the
          Internal Revenue Code so warrant.

          Note 5. Diversification Requirements

          Under the provisions  of Section 817(h)  of the Internal  Revenue
          Code, (the  "Code"), a variable  annuity contract,  other than  a
          contract  issued in  connection  with certain  types of  employee
          benefit plans, will  not be  treated as an  annuity contract  for
          federal  tax purposes for any period for which the investments of
          the segregated asset account  on which the contract is  based are
          not  adequately   diversified.    The  Code   provides  that  the
          "adequately diversified" requirement may be met if the underlying
          investments  satisfy either    a statutory  safe  harbor test  or
          diversification  requirements set forth  in regulations issued by
          the Secretary of Treasury.

                                         -32- 


          The Internal Revenue Service has issued regulations under section
          817(h) of  the Code.  Investors Life believes  that the  Separate
          Account satisfies the current requirements of the regulations.


          Note 6.   Substitution of Fund Shares

          Prior  to  November 29,  1993,  CIGNA  Investments, Inc.  ("CII")
          served as the investment adviser to each of the portfolios of the
          CIGNA Fund, pursuant to  an investment advisory agreement between
          CII and  the CIGNA  Funds.   In connection  with its  decision to
          withdraw from  the active management  of equity-based portfolios,
          CII indicated to  the Board of  Trustees of the  CIGNA Funds  and
          Investors Life that CII  would be unwilling to continue  to serve
          as  investment adviser with respect  to any of  the portfolios of
          the CIGNA Fund on a long-term basis.  

          CII  indicated that  an  orderly withdrawal  of CII's  investment
          advisory services involved the selection of an investment adviser
          to provide  equity advisory services during  a transition period,
          as well as the  capability to serve as the  substitute underlying
          investment  vehicle  for  the  variable  annuity  contracts  (the
          "Contracts")  issued   by  Investors  Life.    Putnam  Investment
          Management, Inc. ("Putnam Management"), the investment adviser to
          Putnam Capital Manager Trust ("PCM") indicated its willingness to
          serve as investment adviser to the CIGNA Annuity Equity Fund, the
          CIGNA  Annuity  Growth  and Income  Fund  and  the CIGNA  Annuity
          Aggressive  Equity Fund  (the  "CIGNA Equity  Funds") during  the
          transition period.  PCM also indicated to Investors Life that its
          willingness  to  serve  as the  substitute  underlying investment
          vehicle for the Contracts (the "Substitution").

          On the  basis of the foregoing,  the Trustees of the  CIGNA Funds
          terminated the  appointment of CII  as the investment  adviser to
          the  CIGNA  Equity  Funds,   effective  November  29,  1993,  and
          appointed Putnam Management as the new  investment adviser of the
          CIGNA Equity Funds.   CII  continued to serve  as the  investment
          adviser  of the  CIGNA Annuity  Money Market  Fund and  the CIGNA
          Annuity  Income  Fund  and   to  provide  certain  administrative
          services  to  the  CIGNA  Funds   until  the  completion  of  the
          Substitution.  

          Investors Life  filed an application with the U.S. Securities and
          Exchange  Commission,  requesting  the   issuance  of  an   order
          approving the plan  of Substitution.   Such order  was issued  on
          December 21,  1994.  The  effectiveness of  the Substitution  was
          subject to  prior approval by the vote of a majority of the votes
          to  be cast by persons having their Contract values determined by
          each affected  portfolio of the  CIGNA Funds, which  approval was
          obtained.   

                                         -33- 


          As of April 18,  1995, shares of the  PCM Trust were  substituted
          for  shares  of  the  applicable  CIGNA Fund  as  the  underlying
          investment  vehicle.    The  substitution  of  PCM  Funds as  the
          underlying investment  vehicle for the variable annuity contracts
          was  effected by Investors Life's  exchange of shares  of each of
          the portfolios of the CIGNA Funds for shares of the corresponding
          portfolio of PCM Funds.    


          Note 7. Accumulation Units

          The  changes in  the  number of  accumulation  units (the  measure  of
          ownership  in the Separate Account)  during the twelve  months of 1995
          and units outstanding at December 31, 1995 were as follows:



                                            Money Market       Money Market
                                             Qualified         Non-Qualified


          Units outstanding at
           December 31, 1994                 1,488,534           1,660,811

          Units purchased and transfers 
            in                                105,253               23,520

          Benefits, surrenders and
            transfers out                   (497,595)            (349,546)

          Units outstanding at December 
            31, 1995                         1,096,192           1,334,785



                                            Income              Income
                                            Qualified           Non-Qualified


          Units outstanding at
            December 31, 1994                2,006,254            3,034,007

          Units purchased and transfers 
            in                                  56,714                8,088

          Benefits, surrenders and          (  482,357)           ( 363,397)
            transfers out

          Units outstanding at December      1,580,611            2,678,698
            31, 1995


                                         -34- 


                                          Growth and          Growth and    
                                          Income II *         Income II *
                                          Qualified           Non-Qualified
                                          (formerly           (formerly     
                                          Equity              Equity        
                                          Division) (1)       Division) (1)


          Units outstanding at 
            December 31, 1994               3,672,031           1,733,131

          Units purchased and transfers in    921,306             681,928

          Benefits, surrenders and
            transfers out                   (893,650)           ( 310,069)

          Units outstanding at December 
            31, 1995                        3,699,687           2,104,990

          * - Includes shares owned by     
          Investors Life

          (1)  -  Includes activity  due to
          merger of the  Growth and  Income
          Division with the Equity Division
          as of April 18, 1995.


                                           Voyager             Voyager
                                           Qualified*          Non-Qualified*

          Units outstanding at 
            December 31, 1994                798,724              649,408

          Units purchased and transfers                        
            in                                32,244               25,988

          Benefits, surrenders and
            transfers out                   (49,344)             ( 29,872)

          Units outstanding at December
            31, 1995                         781,624              645,524

          * - Includes shares owned by     
          Investors Life


                                        -35- 


                                           Growth and          Growth and
                                           Income              Income Non-
                                           Qualified (2)       Qualified (2)

          Units Outstanding at 
            December 31, 1994                1,563,888           1,125,395

          Units purchased and transfers
           in                                   15,030              20,978

          Benefits, surrenders and
           transfers out                    (1,578,918)         (1,146,373)

          Units outstanding at December 
          31, 1995                                   0                   0


          (2) - Includes period from 1/1/95
          through 4/17/95.


          The accumulation  units for six of the  subdivisions  include units
          applicable to contract owners who  are "on benefit annuitants."  At
          December 31, 1995, the number of accumulation units, the  aggregate
          value of the subdivisions' equity and the number of monthly annuity
          units and value per unit of "on benefit annuitants" are as follows:


                                                Accum-
                                                ulation            Aggregate
                                                Units              Value


          Money Market Qualified                 29,438            $  58,565

          Money Market Non-Qualified            146,961            $ 290,285

          Income Qualified                       62,121            $ 194,807

          Income Non-Qualified                  241,319            $ 747,519

          Growth and Income II, Non-Qualified   104,824            $ 540,122

          Growth & Income II, Qualified         135,098            $ 596,318

                                                                          
                                         -36- 


                                                Monthly            Annuity
                                                Annuity            Unit
                                                Units              Value

                                                 
          Money Market Qualified                1,084              0.8661646

          Money Market Non-Qualified            5,171              0.8665983

          Income Qualified                      1,091              1.4600543

          Income Non-Qualified                  5,134              1.4565572

          Growth & Income II, Qualified         3,657              1.3850492

          Growth & Income II, Non-Qualified     5,447              1.4839318


                                       -37- 


                          Report of Independent Accountants


       To the Contract Owners of Investors Life Insurance Company
       of North America Separate Account I and the Board of
       Directors of Investors Life Insurance Company of North America


       In our  opinion,  the  accompanying  combined balance  sheet  and  the
       related  individual statements of  operations and of  changes in total
       assets  present  fairly,  in   all  material  respects,  the  combined
       financial position  of the subdivisions comprising  the Investors Life
       Insurance  Company of North  America Separate Account  I (the Separate
       Account) at December 31, 1995, the results of each of their operations
       for the year then ended and the changes  in each of their total assets
       for  the  two years  in  the  period then  ended,  in  conformity with
       generally accepted accounting principles.   These financial statements
       are  the  responsibility of  the  Separate  Account's management;  our
       responsibility  is to express an opinion on these financial statements
       based  on our  audits.   We conducted  our audits  of  these financial
       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.


       Price Waterhouse LLP
       Dallas, Texas
       February 22, 1996


                                           -38- 



                INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                STATUTORY BALANCE SHEETS
                (in thousands)

                                                         December 31,
                                                        1995      1994

          Admitted Assets                           

          Cash and investments:
           Bonds, at amortized cost (market value
            $421,342 and $434,035)
           Common stock, at market value            $  419,791  $  440,173
            (cost $27,797 and $9,363)
           Mortgage loans on real estate                23,762      10,145
           Real estate, net of accumulated              14,674      17,047
            depreciation of $9,758 and $7,748
           Policy loans                                 59,094      47,625
           Cash                                         46,936      44,806
           Short-term investments                        4,979       5,020
                                                        65,078      77,982
               Total cash and investments
                                                       634,314     642,798
          Accrued investment income
          Premiums receivable                            6,652       8,033
          Receivable from reinsurers                     7,546       7,404
          Receivable from affiliates                     3,489       2,609
          Other assets                                   3,511       1,117
          Separate account assets                        6,294       6,156
                                                       418,637     374,772
               Total admitted assets
                                                    $1,080,443  $1,042,889


                                          -39-
                     The accompanying notes are an integral part of 
                          these statutory financial statements.
 


                INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                STATUTORY BALANCE SHEETS
                (in thousands)
                                                        December 31,
                                                        1995      1994
          Liabilities, Capital and Surplus          

          Aggregate reserve for life and accident
           and health policies and contracts        $  572,040  $  587,701
          Interest maintenance reserve                   4,833       4,785
          Accrued expenses                                 190         208
          Asset valuation reserve                        9,815       9,594
          Other liabilities                             17,793      15,587
          Separate account liabilities                 413,876     371,173

               Total liabilities                     1,018,547     989,048

          Capital and surplus:
           Common stock - $80 par value,
             40,000 shares authorized,
             30,000 shares issued and outstanding        2,400       2,400
           Paid-in and contributed surplus               4,800       4,800
           Surplus debentures                           69,296      84,256
           Unassigned surplus (deficit)                (14,600)    (37,615)

               Total capital and surplus                61,896      53,841

               Total liabilities, capital and
                surplus                             $1,080,443  $1,042,889


                                          -40-
                     The accompanying notes are an integral part of 
                          these statutory financial statements.


                INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                STATUTORY STATEMENTS OF OPERATIONS
                (in thousands)
                                                   Year Ended
                                                   December 31,
                                              1995      1994      1993

          Revenues:
           Insurance premiums and annuity
            considerations                    $ 47,853  $ 53,650  $ 60,297
           Net investment income                49,189    46,094    43,649
           Other revenues                        2,902     5,153     6,953

               Total revenues                   99,944   104,897   110,899

          Benefits, losses and expenses:

           Policyholder claims and benefits     61,604    67,449    69,619
           Commissions                           1,972     3,329     5,611
           Other operating expenses             20,416    20,424    23,308

               Total benefits, losses and
                expenses                        83,992    91,202    98,538

          Operating income before federal
           income taxes and net realized
           gains                                15,952    13,695    12,361

          (Benefit) provision for federal
           income taxes                           (506)     (685)      648

          Net income from operations            16,458    14,380    11,713

          Net realized capital (losses) gains     (332)     (251)    1,925

               Net income                     $ 16,126  $ 14,129  $ 13,638
                                                      

                                          -41-
                     The accompanying notes are an integral part of 
                          these statutory financial statements.



                INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                STATUTORY STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
                (in thousands)
                                                                    Paid-in
                                                                       and  
                                               Common Stock         Contributed
                                             Shares      Amount      Surplus
                                                      
          Balance as of December 31, 1992      30       $  2,400    $  4,800
          Net income
          Change in net unrealized capital
           gains
          Change in non-admitted assets
          Increase in asset valuation
           reserve
          Increase in equity in separate
           accounts
          Dividends to stockholders
          Prior year surplus adjustment
          Surplus note payment
                                                                           
          Balance as of December 31, 1993      30          2,400       4,800
          Net income
          Change in net unrealized capital
           gains
          Change in non-admitted assets
          Increase in asset valuation
           reserve
          Increase in equity in separate
           accounts
          Prior year surplus adjustment
          Surplus note payment
                                                                           
          Balance as of December 31, 1994      30          2,400       4,800
          Net income
          Change in net unrealized capital
           gains
          Change in non-admitted assets
          Increase in asset valuation
           reserve
          Increase in equity in separate
           accounts
          Contribution to unassigned   
           surplus
          Surplus note payment                                             
          Balance as of December 31, 1995      30       $  2,400    $  4,800


                                          -42-
                     The accompanying notes are an integral part of 
                          these statutory financial statements.



                INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                STATUTORY STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
                (in thousands)
                                                        Unassigned
                                         Surplus        Surplus        
                                         Debentures     (Deficit)     Total

       Balance as of December 31, 1992   $ 117,956   $ (64,601)    $  60,555
       Net income                                       13,638        13,638
       Change in net unrealized capital
        gains                                              472           472
       Change in non-admitted assets                       732           732 
       Increase in asset valuation
        reserve                                         (1,554)       (1,554)
       Increase in equity in separate
         accounts                                           13            13
       Dividends to stockholders                        (1,500)       (1,500)
       Prior year surplus adjustment                     3,351         3,351 
       Surplus note payment                (14,750)                  (14,750)

       Balance as of December 31, 1993     103,206     (49,449)       60,957
       Net income                                       14,129        14,129
       Change in net unrealized capital
        gains                                             (807)         (807)
       Change in non-admitted assets                    (1,295)       (1,295)
       Increase in asset valuation
        reserve                                            (51)          (51)
       Increase in equity in separate
        accounts                                           (27)          (27)
       Prior year surplus adjustment                      (115)         (115)
       Surplus note payment                (18,950)                  (18,950)

       Balance as of December 31, 1994       84,256    (37,615)       53,841
       Net income                                       16,126        16,126
       Change in net unrealized capital
        gains                                           (7,154)       (7,154)
       Change in non-admitted assets                      (897)         (897)
       Increase in asset valuation
        reserve                                           (221)         (221)
       Increase in equity in separate                          
        accounts                                         1,161         1,161 
       Contribution to unassigned                                       
        surplus                                         14,000        14,000
       Surplus note payment                (14,960)                  (14,960)
       Balance as of December 31, 1995  $   69,296   $ (14,600)    $  61,896

                                          -43-
                     The accompanying notes are an integral part of 
                          these statutory financial statements.



                INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                STATUTORY STATEMENTS OF CASH FLOWS
                (in thousands)

                                                        Year Ended
                                                        December 31,
                                               1995       1994        1993

          Cash received:
           Premiums collected and other
            income received                 $  90,238   $  95,574   $ 103,372
           Benefits and claims paid          (112,888)   (122,881)   (110,505)
           Commissions, other expenses and
            taxes paid                        (14,695)    (16,244)    (21,507)
           Net transfers from separate
            accounts                           26,427      35,253      17,529
           Other expenses paid                  6,362       9,603       2,570

           Net cash (used in) provided by
            operations                         (4,556)      1,305      (8,541)

           Proceeds from investments sold,
            matured or repaid, net of tax
            on capital gains                   42,327      78,247     226,650
           Other sources                        3,857       7,920      16,375

               Total cash received             41,628      87,472     234,484

          Cash disbursed:
           Cost of investments acquired        32,102     126,836     203,668
           Dividends to stockholders              -0-         -0-       1,500
           Surplus debenture payments          14,960      18,950      14,750
           Other, net                           7,511         934      13,312

               Total cash disbursed            54,573     146,720     233,230

          (Decrease) increase in cash and
           short-term investments             (12,945)    (59,248)      1,254

          Cash and short-term investments:
           Beginning of year                   83,002     142,250     140,996

           End of year                      $  70,057   $  83,002   $ 142,250


                                          -44-
                     The accompanying notes are an integral part of 
                          these statutory financial statements.


                INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                NOTES TO STATUTORY FINANCIAL STATEMENTS

                1.   ORGANIZATION AND SUMMARY OF  SIGNIFICANT ACCOUNTING
                     POLICIES

                Organization

                Investors  Life  Insurance  Company  of   North  America
                (Investors-NA   or  the   Company)  is   a  wholly-owned
                subsidiary of InterContinental Life  Corporation (ILCO),
                a life insurance holding company.  ILCO is controlled by
                Financial Industries Corporation (FIC), a life insurance
                holding    company,    through   FIC's    ownership   of
                approximately 47% of ILCO's outstanding common stock.

                On  December 31, 1992  the Company  re-domesticated from
                Pennsylvania to  Washington and merged with  its parent,
                Investors   Life   Insurance   Company   of   California
                (Investors-CA).  Investors-NA  was the surviving company
                of the merger.  Following the merger, the Company became
                a  wholly-owned  subsidiary of  Standard  Life Insurance
                Company (Standard).  On June 30, 1993 the Company merged
                with  Standard  and  was  again  the surviving  company.
                These mergers were approved by the Insurance Departments
                of the States of Washington, California and Mississippi.

                The  Company is  principally  engaged  in  administering
                existing  portfolios   of  individual  and   group  life
                insurance policies and annuity products.  The Company is
                also  engaged   in   the  business   of  marketing   and
                underwriting  individual  life  insurance   and  annuity
                products  in 49  states  and the  District of  Columbia.
                Such  products  are marketed  through  independent, non-
                exclusive  general agents.  The Company also administers
                an in-force book of health insurance business and credit
                life and disability insurance.

                The  Company  wholly-owns  two  insurance  subsidiaries:
                InterContinental  Life  Insurance  Company   (ILIC)  and
                Investors Life Insurance  Company of Indiana (Investors-
                IN).   ILIC  was formerly  a wholly-owned  subsidiary of
                Standard.  Investors-IN  was acquired  during 1995  (see
                Note  11).    The  Company  also  is  the  parent  of  a
                registered broker-dealer, ILG Securities Corporation.

                Summary of significant accounting policies

                Basis of presentation

                The  accompanying  statutory  financial statements  have
                been prepared in conformity with accounting practices 
                prescribed or  permitted by the Insurance  Department of
                the 

                                          -45-


                INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                NOTES TO STATUTORY FINANCIAL STATEMENTS

                State of Washington (the Department).  These accounting 
                practices  differ  in  certain respects  from  generally
                accepted  accounting principles.   The  more significant
                differences    from   generally    accepted   accounting
                principles are:

                (a)  Policy  reserves are  based on  statutory mortality
                     and  interest  requirements   and  are   calculated
                     without  consideration  of  withdrawals, which  may
                     differ    from   generally    accepted   accounting
                     principles   reserves   based  on   more  realistic
                     estimates of mortality, interest and withdrawals.

                (b)  Policy  acquisition costs which  vary with  and are
                     directly  related  to  the production  of  new  and
                     renewal  business,  such as    commissions, premium
                     taxes and other costs, are charged to operations as
                     incurred.    Under  generally  accepted  accounting
                     principles, such costs  are deferred and  amortized
                     in  proportion  to  the ratio  of  estimated annual
                     gross  profits  over  the  expected  life   of  the
                     contracts.

                (c)  Deferred  income   taxes   are  not   provided   on
                     differences  between  statutory and  taxable income
                     and  on  unrealized  investment gains  and  losses.
                     Under  generally  accepted  accounting  principles,
                     deferred  taxes,  if  any,  are  provided on  these
                     differences.  Income taxes  are provided on amounts
                     expected to be paid.

                (d)  Certain    assets    which   are    designated   as
                     "non-admitted" by the  laws and regulations of  the
                     State of Washington are  charged to surplus.  Under
                     generally  accepted  accounting  principles,  these
                     assets  less  applicable  allowance   accounts  are
                     restored to the balance sheet.

                (e)  An asset valuation  reserve (AVR) must  be recorded
                     under statutory accounting  practices.  The AVR  is
                     calculated in accordance with methods prescribed by
                     the National Association of Insurance Commissioners
                     (NAIC) and  as permitted by the  Department.  Under
                     generally accepted accounting  principles, no  such
                     liability is recorded.

                (f)  An  interest  maintenance  reserve  (IMR)  must  be
                     recorded  under  statutory accounting  practices to
                     defer gains  and losses  recognized on the  sale of
                     bonds prior  to maturity.   The  resulting deferred
                     gain  or  loss  is  recognized  over  the remaining
                     period 

                                          -46-


                INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                NOTES TO STATUTORY FINANCIAL STATEMENTS

                     to maturity.   Under generally accepted  accounting
                     principles, no such liability is recorded.

                (g)  Deferred  premiums  are   recorded  as  an   asset;
                     generally  accepted  accounting principles  require
                     such balances to be  offset against related  policy
                     liabilities.

                (h)  Net intangible assets arising from  the acquisition
                     of business  assets are  deferred and  amortized in
                     relation to the  business in force  under generally
                     accepted  accounting  principles.     In  addition,
                     acquired assets are recorded  at fair market  value
                     at  the  date  of  acquisition.     These  purchase
                     accounting  adjustments  are  not recognized  under
                     statutory accounting practices.

                (i)  Fixed maturities classified as "available for sale"
                     are  carried  at   market  value  under   generally
                     accepted accounting principles.   Unrealized  gains
                     or losses are reflected  as a separate component of
                     equity.  These securities  are carried at amortized
                     cost under statutory accounting practices.

                (j)  Policy  reserves  are   reported  net  of   amounts
                     recoverable  from  reinsurers.     Under  generally
                     accepted accounting principles  ceded reserves  are
                     recorded as a receivable on the balance sheet.

                (k)  The surplus  debentures to  ILCO are included  as a
                     component  of  surplus.   Under  generally accepted
                     accounting principles, debentures are included as a
                     liability.

                Investments  

                As permitted by the Department, investments are  carried
                in accordance  with valuation procedures  established by
                the NAIC.   In general,  bonds are carried  at amortized
                cost.   Common  stocks  of subsidiaries  are carried  at
                equity in the underlying net assets of the subsidiaries.
                Equity  in  insurance  subsidiaries  is   determined  in
                accordance  with  statutory  accounting   practices  and
                equity in other subsidiaries is determined in accordance
                with  generally  accepted  accounting  principles.   Net
                income of  the subsidiaries  is  included in  investment
                income  and   other  changes   in  the  equity   of  the
                subsidiaries  are included  in unrealized  capital gains
                and losses.   Other common  stocks are  carried at  NAIC
                market  value.    Short-term investments  include  those
                securities which mature within one year and 


                                          -47-


                INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                NOTES TO STATUTORY FINANCIAL STATEMENTS

                are carried at cost, which approximates market value.

                Premiums  and  discounts   on  collateralized   mortgage
                obligations (CMOs)  are  amortized  over  the  estimated 
                redemption period as  opposed to the stated  maturities.
                An adjustment to the investment and investment income is
                booked on a retrospective basis to reflect  the  amounts 
                that would have existed had the new effective yield been
                applied since the acquisition of the CMOs. The Company's
                general  investment  philosophy   is   to   hold   fixed
                maturities   for   long-term   investment.   However, in
                response  to  changing   market  conditions,   liquidity
                requirements,   interest   rate   movements  and   other
                investment  factors, fixed maturities  may be sold prior
                to their  maturity.   Realized gains and  losses on  the
                disposal of investments, net of amounts deferred as part
                of the IMR, are recognized in net income on the specific
                identification basis, except  for stocks, for  which the
                first-in,  first-out method  is  employed.    Unrealized
                gains  and losses  on  equity  securities  are  recorded
                directly to surplus.

                Mortgage  loans  on real  estate  and  policy loans  are
                carried at  their  aggregate unpaid  principal  balance.
                Real  estate  occupied  by  the  Company  and  held  for
                investment   is  carried   at   cost  less   accumulated
                depreciation.  Real estate  acquired in satisfaction  of
                debt is stated at the lower of fair market value  or the
                amount   of  debt,   including  capitalized   taxes  and
                expenses.  Depreciation is calculated using the straight
                line method over 20  to 40 years.   Depreciation expense
                for  1995,  1994   and  1993  amounted   to  $2,030,518,
                $1,624,560 and $1,596,444, respectively.

                Approximately $74.7  and $83.7 million, or  18% and 19%,
                of  the  total bond  portfolio  (at  amortized cost)  at
                December 31,  1995 and 1994,  respectively, consists  of
                private placement  bonds.   The market value  of private
                placement   bonds  is   determined  in  good   faith  by
                management with the assistance of an independent pricing
                service.  Factors considered  in the market valuation of
                such bonds included the  quality of the issuer, interest
                rates and maturity dates.

                Aggregate reserves for life policies and contracts  

                Aggregate reserves for  life policies and contracts  are
                based   on   statutory  mortality  tables  and  interest 
                assumptions ranging from 2.5% to 6%  using the Net Level
                Premium or the  Commissioners' Reserve Valuation Method.


                                          -48-


                INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                NOTES TO STATUTORY FINANCIAL STATEMENTS

                The mortality tables utilized are the 1941 CSO and  1958
                CSO  tables, except  for  contracts issued  in 1986  and
                later for  which the 1980  CSO Mortality Table  is used.
                Premium deficiency  reserves are  held  (i.e. the  gross
                premium charged is less  than the valuation net premium)
                in the amount  equal  to   the  present  value  of  such
                deficiency.

                Reserves  for annuities  in  pay status  are established
                using the  Progressive Annuity Table, A49  MOD 60 Table,
                or  the 1971  IAM Table  with interest  rate assumptions
                ranging from 3% to 13.25%.   During the deferred period,
                annuity reserves are  established using a  retrospective
                accumulation  of cash value  based on  declared interest
                rates which vary depending  on the Company's expectation
                of investment return.

                The withdrawal characteristics of the  Company's annuity
                actuarial  reserves  and deposit  liabilities (including
                reserves  for   annuity  contracts  maintained   in  the
                Company's  separate accounts) at  December 31,  1995 and
                1994 are as follows (in thousands):

                                           1995               1994
                                               % of                  % of
                                    Amount     Total      Amount     Total

          Subject to discretionary
           withdrawal with
           adjustments:
           - with market value
             adjustment             $409,606    81.77%    $366,935     78.67%
           - at book value less
             surrender charge          1,496      .30%       1,994       .43%
                                                                          
               Subtotal              411,102    82.07%     368,929     79.10%

          Subject to discretionary
           withdrawal without
           adjustment:
           - at book value            80,172    16.01%      87,457     18.75%
          Not subject to
           discretionary withdrawal
           provision                   9,640     1.92%      10,064      2.15%
          Total annuity actuarial                                         
           reserves and deposit
           liabilities (gross)       500,914   100.00%     466,450       100%
          Reinsurance ceded            3,194                 3,091
          Total annuity actuarial
           reserves and deposit
           liabilities (net)        $497,720              $463,359


                                          -49-


                INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                NOTES TO STATUTORY FINANCIAL STATEMENTS

                Policy and contract claims

                Policy  and  contract   claims  include  provisions  for
                reported claims  and claims  incurred but not  reported.
                The provision  for claims  incurred but not  reported is
                estimated based  on Company  experience.   The liability
                for other policy claims  and benefits payable is subject
                to the  impact of  changes in claim  severity, frequency
                and other  factors.    Although  there  is  considerable
                variability  inherent  in  such   estimates,  management
                believes that the liability recorded is adequate.

                Premium recognition

                Universal  life  insurance  premiums are  recognized  as
                earned when collected.  Traditional life premiums, after
                adjustment  for  deferred and  uncollected  premiums are
                recognized  as earned  on the  policy  anniversary date.
                Deferred  life premiums represent  modal premiums (other
                than annual) to be  collected in 1996 related  to policy
                years beginning in 1995.  Uncollected premiums represent
                premiums due but  not collected in 1995.   Both deferred
                and  uncollected  premiums  have  been  reduced  by  the
                estimated  cost  of  collection  and   are  recorded  as
                premiums receivable.  Annuity and supplementary contract
                premiums are recognized as earned when collected.

                Separate accounts

                Assets  held   for  purchasers  of   investment  annuity
                contracts or variable annuity contracts, and the related
                liabilities,  are  included  in  the  statutory  balance
                sheet.  These accounts are maintained independently from
                the   general  account  of   Investors-NA.    Investment
                earnings  from  these  separate  account  assets  accrue
                directly to  the policyholders  and are not  included in
                the Company's statement of operations.

                                          -50-


                INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                NOTES TO STATUTORY FINANCIAL STATEMENTS

                The  following  reconciles net  transfers  from separate
                accounts  per the  Separate  Accounts Statement  to  net
                transfers   to  separate  accounts   per  the  Company's
                Statement of Operations for  the year ended December 31,
                1995 and 1994 (in thousands):

                                                        1995        1994

          Transfers to separate accounts
           per Separate Accounts Statement          $    (884)  $  (2,850)

          Transfers from separate accounts
           per Separate Accounts Statement             30,389      41,145

          Net transfers from separate accounts
           per Separate Accounts Statement             29,505      38,295 

          Reconciling adjustments:
            Charges for investment management,
            administration and contract guarantees     (3,078)     (3,042)

          Net transfers to separate accounts 
           per Statement of Operations              $  26,427   $  35,253 


                Reinsurance

                Reinsurance  premiums,  commissions,  loss  and  expense
                reimbursements   and   reserves  related   to  reinsured
                business are  accounted for  on a basis  consistent with
                those  used  in  accounting for  the  original  policies
                issued and the terms of the reinsurance contracts.

                Admitted and non-admitted assets

                Assets must  be included in the  statutory balance sheet
                at "admitted  asset value."   "Non-admitted assets"  are
                excluded through  a charge to unassigned  surplus.  Non-
                admitted assets  at December  31, 1995  and 1994  are as
                follows (in thousands):
                                                       1995       1994

          Furniture and equipment                    $  593     $  521
          Agents' debit balances                        148        375 
          Accounts receivable                           739        522
          Prepaid expenses                              950        636
          Other                                       2,096      1,575
                                                     $4,526     $3,629

                                          -51-


                INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                NOTES TO STATUTORY FINANCIAL STATEMENTS

                Use of Estimates

                The Preparation of these statutory  financial statements
                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 and expenses during the
                reporting  period.   Actual  results could  differ  from
                those estimates.

                2.   INVESTMENTS

                An analysis  of the Company's net  investment income for
                the years ended  December 31, 1995, 1994 and 1993  is as
                follows (in thousands):
                                                  1995       1994       1993

          Interest on bonds                    $35,242    $32,660    $32,885
          Interest on short-term investments     3,439      4,508      4,439
          Interest on policy loans               2,748      3,663      3,254
          Interest on mortgage loans             1,502      2,312      3,023
          Income on real estate                  6,750      4,453      4,367
                                                49,681     47,596     47,968
          Equity in earnings (loss) of
           wholly-owned subsidiaries             3,043        735       (614)
          Other income                               3        545         28
          Amortization of IMR                      253        225        218

          Gross investment income               52,980     49,101     47,600
          Less investment expenses              (3,791)    (3,007)    (3,951)

               Net investment income           $49,189    $46,094    $43,649


                The carrying values of  investments at December 31, 1995
                and  1994   that  were  non-income   producing  for  the
                preceding twelve months were as follows (in thousands):

                                                         1995       1994

          Bonds                                       $     48   $    105
          Mortgage loans                                   400        306
                                                      $    448   $    411

                                          -52-

                INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                NOTES TO STATUTORY FINANCIAL STATEMENTS

                Realized capital  gains and  losses for the  years ended
                December 31,  1995,  1994 and  1993 are  as follows  (in
                thousands):

                                              1995        1994        1993
          Gains on sales of real estate    $   -0-    $    -0-    $  3,224
          Gains on sales of bonds              463         256       3,939
          Gains on sales of common stock       -0-           1         -0-
          Gains on sales of other
           investments                          10         122         -0-
          Losses on sales of bonds             -0-        (185)        (77)
          Losses on sales of mortgage                     
           loans                               -0-        (381)        -0-
          Losses on mortgage loans
           transferred to real estate         (107)        -0-        (384)
          Losses on sales of furniture and
           equipment                           -0-          (2)       (176)
          Less amounts deferred as IMR        (301)        120      (2,327)
                                                65         (70)      4,199
          Income tax provision                (397)       (181)     (2,327)

               Net realized capital      
                (losses) gains             $  (332)   $   (251)   $  1,925

                Unrealized  gains  and losses  on  common  stocks as  of
                December  31,   1995  and   1994  are  as   follows  (in
                thousands):

                                                         1995         1994 
          Unrealized capital gains                    $    605     $  1,545
          Unrealized capital losses                     (7,048)         (27)

          Net unrealized capital gains                $ (6,443)    $  1,518

                Proceeds  from  sales  and  maturities  of  bonds   were
                $38,576,824,  $68,041,441 and $212,016,430 for the years
                ended December 31, 1995, 1994 and 1993, respectively.


                                          -53-


                INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                NOTES TO STATUTORY FINANCIAL STATEMENTS

                The carrying value and  NAIC market value of investments
                in bonds by category at December 31, 1995 are as follows
                (in thousands):
                                    Carrying   Gross Un-  Gross Un-   NAIC
                                    Value      Realized   Realized    Market
                                               Gains      Losses      Value
          U.S. treasury securities
           and obligations of U.S.
           government agencies and
           corporations
          Obligations of states and $  9,461  $    895  $      8    $ 10,348
           political subdivisions
          Corporate securities        10,858       351        20      11,189
          Mortgage-backed            129,627       982       649     129,960
           securities
               Total Bonds           269,845       -0-       -0-     269,845
                                    $419,791  $  2,228  $    677    $421,342

                The carrying value and  NAIC market value of investments
                in bonds by category at December 31, 1994 are as follows
                (in thousands):

                                               Gross Un-  Gross Un-   NAIC
                                    Carrying   realized   realized    Market
          U.S. treasury securities  Value      Gains      Losses      Value
           and obligations of U.S.
           government agencies and
           corporations             $ 10,097  $     27  $   375     $  9,749
          Obligations of states and
           political subdivisions     10,853         1      393       10,461
          Corporate securities       143,458     1,424    6,822      138,060
          Mortgage-backed
           securities                275,765       -0-      -0-      275,765
               Total Bonds          $440,173  $  1,452  $ 7,590     $434,035

                The  carrying value and  NAIC market  value of  bonds at
                December  31,  1995  are  shown  below  by   contractual
                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.

                                          -54-


                INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                NOTES TO STATUTORY FINANCIAL STATEMENTS

                                                                 NAIC
                                                    Carrying     Market
                                                    Value        Value
                                                       (in thousands)

          Due in one year or less                   $  4,526    $  4,520
          Due after one year through five years       37,883      37,894
          Due after five years through ten years      47,298      47,754
          Due after ten years                         60,239      61,329
                                                     149,946     151,497

          Mortgage-backed securities                 269,845     269,845
                                                    $419,791    $421,342

                The  Company's  mortgage  loans  and   real  estate  are
                diversified  by  property  type,  location  and  issuer.
                Mortgage  loans  are   collateralized  by  the   related
                properties and  such loans  generally range from  15% to
                80%  of the  properties value  at the  time the  loan is
                made.

                3.   DISCLOSURES   ABOUT   FAIR   VALUE   OF   FINANCIAL
                INSTRUMENTS

                The  estimated fair  values of  the Company's  financial
                instruments  at December  31,  1995 are  as follows  (in
                thousands):
                                                                  NAIC
                                                   Carrying       Market
                                                   Value          Value
                                                      (in thousands)
          Financial assets:                         
            Bonds                                   $419,791    $433,532
            Policy loans                              46,936      46,936
            Mortgage loans                            14,674      16,817
            Short-term investments                    65,078      65,078
            Cash                                       4,979       4,979

          Financial liabilities:                                 
            Deferred annuities                        80,596      80,620
            Supplemental contracts                     7,643       7,349

                The  following  methods  and  assumptions were  used  to
                estimate  the  fair value  of  each  class of  financial
                instruments:  

                Bonds

                Fair values are based on  quoted market prices or dealer
                quotes,  except  for notes  from  affiliates,  which are
                based on a  discounted cash flow analysis  using current
                rates  offered   to  the  Company  for  debt of the same
                remaining maturities.

                                          -55-

                INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                NOTES TO STATUTORY FINANCIAL STATEMENTS

                Policy loans

                Policy loans are,  generally, issued  with coupon  rates
                below market  rates and are considered  early payment of
                the life benefit.  As such, the carrying amount of these
                financial instruments is a reasonable estimate  of their
                fair value.

                Mortgage loans

                The fair  value of mortgage  loans is estimated  using a
                discounted cash  flow analysis using rates for BBB-rated
                bonds with similar coupon rates and maturities.

                Cash and short-term investments

                The  carrying amount  of these  instruments approximates
                market value.

                Deferred annuities and supplemental contracts

                The fair value of  deferred annuities is estimated using
                cash  surrender values.    Fair  value for  supplemental
                contracts  is  estimated using  a  discounted cash  flow
                analysis, based on  interest rates currently offered  on
                similar products.

                4.   FEDERAL INCOME TAXES

                Pursuant to a tax sharing agreement (the Agreement), the
                Company will join in the filing of a consolidated income
                tax  return  with its  two  wholly-owned  life insurance
                subsidiaries.   Under the Agreement, the Company records
                its federal income tax expense or benefit as if it filed
                a  separate federal  income tax  return.   The Company's
                federal income  tax receivable as  of December 31,  1995
                and  1994  is approximately  $2,741,000  and $3,463,000,
                respectively.

                The Company  elected to  adjust its  basis in assets  in
                accordance with Internal Revenue  Code Section 338 as of
                the  date  it  was  acquired  by  InterContinental  Life
                Corporation.   As  a  result of  this election,  various
                differences occur  in  the  amount  and  timing  of  the
                recognition of income and expenses for statutory and tax
                purposes.

                                          -56-

                INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                NOTES TO STATUTORY FINANCIAL STATEMENTS

                The components of income tax for 1995, 1994 and 1993 are
                as follows (in thousands):
                                                 1995       1994       1993
                Tax on underwriting profits 
                and investment income          $  (506)   $  (685)    $  648
                Tax on capital gains           $   397    $   181     $2,274

                The following  is a  reconciliation of tax  on operating
                income at  the statutory  federal rate  of 35% in  1995,
                1994  and 1993  to the  Company's provision  for federal
                income taxes (in thousands):
                                                 1995       1994        1993
          Tax on operating income at
           statutory rates                    $  5,583   $  4,793    $  4,326
          Dividends received deduction            (124)      (104)        -0- 
          Difference in recognition of income
           and expenses relating to
           adjustment in asset bases due to
           Section 338 election                 (2,127)    (1,144)     (1,191)
          Difference between statutory and
           income tax policy reserves           (2,894)    (3,764)     (2,457)
          Differences in accounting for
           deferred policy acquisition costs      (101)       252         781
          Accrual or market discount              (501)      (459)       (642)
          Equity in earnings of subsidiaries    (1,065)      (257)        215
          Income (loss) from separate  
           accounts                                406        (10)       (141)
          Other, net                               317          8        (243)
          Provision for federal income taxes  $   (506)  $   (685)   $    648

                Under  the  provisions  of pre-1984  life  insurance tax
                regulations,  the Company  was  taxed on  the lesser  of
                taxable  investment  income or  income  from operations,
                plus one-half  of any  excess of income  from operations
                over taxable investment income.   One-half of the excess
                (if  any) of  the  income from  operations over  taxable
                investment  income,  an amount  which was  not currently
                subject to  taxation, plus special deductions allowed in
                computing the income from operations, were placed in the
                Policyholders'     Surplus   Account.     The  aggregate
                accumulation  in the  account at  December 31,  1995 and
                December  31, 1994  approximated  $8,225,000.    Federal
                income taxes will become payable on this account  at the
                then  current tax rate when  and to the  extent that the
                account  exceeds  a specific  maximum,  or  when and  if
                distributions   to   stockholders,   other  than   stock
                dividends  and other  limited  exceptions,  are made  in
                excess of  the accumulated previously taxed  income.  At
                December 31, 1995 and December 31, 1994, the Company had
                approximately $90,000,000 in  its Shareholders'  Surplus
                Account from  which it could make  distributions to ILCO
                without incurring any federal tax liability.  The amount
                of dividends which may be paid by the Company is limited
                by statutory regulations.

                                          -57-

                INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                NOTES TO STATUTORY FINANCIAL STATEMENTS

                5.   REINSURANCE

                The Company  reinsures portions  of certain  policies it
                writes,  thereby  providing  greater diversification  of
                risk and  minimizing exposure  on larger policies.   The
                Company's maximum retention on any one individual policy
                is $250,000.    Policy liabilities  and  contract-holder
                deposit funds are reported in the accompanying statutory
                financial statements net of such reinsurance ceded.  The
                Company remains  liable  to the  extent the  reinsurance
                companies are unable to meet their obligations under the
                reinsurance agreements.

                The  amounts  deducted  in  the  accompanying  financial
                statements  for  reinsurance ceded  are  as  follows (in
                thousands):
                                                   1995           1994
                Aggregate reserve for life
                 policies and contracts           $ 5,047       $ 5,381
                Other policy claims and
                 benefits payable                 $ 1,115       $   973

                Estimated  amounts recoverable  from reinsurers  on paid
                claims  were $3,464,336 and  $2,581,354 at  December 31,
                1995  and  1994,  respectively.   Total  premiums  ceded
                during 1995  1994 and 1993  were $6,393,048,  $9,322,207
                and  $9,589,915, respectively.   Total  premiums assumed
                during 1995,  1994 and 1993 were  $851,223, $651,042 and
                $802,019, respectively.

                6.   CAPITAL AND SURPLUS

                The  insurance regulations  of  the State  of Washington
                require  minimum  capital  of  $2,400,000   and  minimum
                surplus of  $2,400,000.   In connection with  the merger
                and re-domestication,  the Company revised  its Articles
                of Incorporation  to require  that the Company  maintain
                capital applicable  to common  stock of $2,400,000.   To
                meet this requirement the  Company changed the par value
                of  its common  stock  from $50  to  $80 per  share  and
                transferred  $900,000  from   paid-in  and   contributed
                surplus  to common stock during 1992.   In addition, the
                Company   transferred   $49,569,700   of   paid-in   and
                contributed  surplus  to   unassigned  surplus.     This
                recapitalization was  authorized by the  Company's Board
                of Directors and approved by the Insurance Department of
                the State of Washington.

                Under current Washington law,  any proposed payment of a
                dividend  or  distribution, together  with  dividends or
                distributions paid during the preceding twelve months, 

                                          -58-

                INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                NOTES TO STATUTORY FINANCIAL STATEMENTS

                which  exceeds  the  greater  of (i)  10%  of  statutory
                surplus  as  of  the   preceding  December  31  or  (ii)
                statutory  net gain  from operations  for the  preceding
                calendar year is called an "extraordinary dividend"  and
                may not be  paid until either it has been approved, or a
                waiting period shall have passed during which it has not
                been disapproved, by the insurance commissioners.

                Effective July 25, 1993 Washington amended its insurance
                code  to retain  the "greater  of" standard  but enacted
                requirements  that  prior  notification  of  a  proposed
                dividend   be  given   to   the   Washington   Insurance
                Commissioner and  that dividends  may be paid  only from
                earned surplus.   Investors-NA  does not  presently have
                earned surplus as defined  by the regulations adopted by
                the Washington Insurance Commissioner and, therefore, is
                not presently  permitted to  pay cash dividends.   These
                restrictions  on dividends do  not affect  the Company's
                ability to  make principal and interest  payments on its
                surplus debentures.

                During  1992, the  NAIC  passed a  model regulation  for
                minimum  risk-based capital (RBC)  requirements for life
                and health insurance companies.   The RBC model requires
                that  companies maintain certain  amounts of capital and
                surplus based  on an insurer's investment  and insurance
                risk.  The requirements are effective for the year ended
                December 31, 1993.   The ability  of the Company  to pay
                dividends  could   be  further   limited   by  the   RBC
                requirements.

                7.   PERMITTED STATUTORY ACCOUNTING PRACTICES

                In  December  1994,  the  AICPA  approved  Statement  of
                Position 94-5,  "Disclosures of  Certain Matters  in the
                Financial  Statements of  Insurance Enterprises".   This
                statement   requires   insurance  enterprises   to  make
                disclosures in their financial statements  regarding the
                accounting  methods  used in  their  statutory financial
                statements  that   are  permitted  by   state  insurance
                departments rather than prescribed  statutory accounting
                practices.    Prescribed statutory  accounting practices
                include a variety of publications of the NAIC as well as
                state  laws,  regulations  and   general  administrative
                rules.      Permitted  statutory   accounting  practices
                encompass all accounting practices not so prescribed.

                The  insurance regulations  of  the state  of Washington
                limit  the   amount  an   insurer  may  invest   in  the
                obligations  of  any  one   corporation  to  4%  of  the
                insurer's statutory admitted  assets.  The Company  held
                $52,500,000 in  subordinated notes issued by Family Life
                Corporation, a wholly-owned 


                                          -59-

                INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                NOTES TO STATUTORY FINANCIAL STATEMENTS

                subsidiary  of FIC, at December 31, 1995 and 1994.  This
                investment  exceeds the limit  on investments prescribed
                by the state of Washington by $9,282,287 and $10,784,423
                at December 31,  1995 and 1994, respectively.   Prior to
                the  acquisition of  these notes,  Investors-NA received
                written  approval  from the  Washington  State Insurance
                Department for the inclusion of the full amount of these
                notes in its statutory admitted assets.  At December 31,
                1995  and  1994,   this  permitted  practice   increased
                statutory  surplus by  $9,282,287  and $10,784,423  over
                what  it  would  have been  under  prescribed  statutory
                accounting practices.   The  Company  employed no  other
                permitted    statutory    accounting   practices    that
                individually or  in  the aggregate  materially  affected
                statutory surplus or risk-based capital at  December 31,
                1995 or 1994.

                On February 14, 1995, the Company and ILCO purchased the
                stock of Meridian Life  Insurance Company (see Note 11).
                The terms of  the purchase were approved  by the Indiana
                Department of Insurance.

                8.   EMPLOYEE BENEFIT PLANS

                Retirement plan

                The employees of Investors-NA are covered under the ILCO
                Pension   Plan.      The   ILCO  Pension   Plan   is   a
                noncontributory  defined  benefit  pension   plan  which
                covers each  employee of  ILCO and its  subsidiaries who
                has  attained 21 years of age and has completed one year
                or more of service.   Each affiliate company contributes
                any  amounts  necessary (as  actuarially  determined) to
                fund the benefits  provided for its eligible  employees.
                The company made no contributions in 1995, 1994 or 1993.

                The normal retirement benefit provided under the plan is
                equal to  1.57% of final average  eligible earnings less
                .65%   of  the  participant's  Social  Security  Covered
                Compensation  multiplied  by  the  number  of  years  of
                credited  service (up  to 30  years).   The compensation
                used  in  determining benefits  under  the  plan is  the
                highest   average   earnings   received  in   any   five
                consecutive  full-calendar  years  during  the  last ten
                full-calendar years before the  participant's retirement
                date.   The plan  provides for reduced  early retirement
                benefits at age 60,  with at least 5 completed  years of
                service.

                Employee Stock Ownership Plan

                The Company, with its parent company and its affiliates,

                                          -60-

                INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                NOTES TO STATUTORY FINANCIAL STATEMENTS

                participates in  an Employee Stock Ownership  Plan and a
                related trust  maintained by  ILCO.  The  Plan generally
                covers  employees who have  attained the  age of  21 and
                have completed one year of service.  Vesting of benefits
                to employees is based on number of years of service.  No
                contributions  were made to  the Plan in  1995, 1994, or
                1993.

                Stock option plans

                Under ILCO's Incentive  Stock Option  Plan, certain  key
                employees of  the Company  have been granted  options to
                purchase shares of  ILCO's common stock, at 100% of fair
                market value on the date of grant.  At December 31, 1995
                and 1994,  respectively, options to  purchase 33,500 and
                92,000 shares  of ILCO's  common stock  were outstanding
                and unexercised.

                Under ILCO's  Non-Qualified Stock Option Plan, the Board
                of  Directors of ILCO is authorized  to issue options to
                certain  officers,  directors,  agents  and   others  to
                purchase up to  600,000 shares of ILCO's common stock at
                100% of  the fair market value on  the date of grant but
                in  no case less than  $3.33 per share.   As of December
                31,  1995  and 1994,  respectively, options  to purchase
                350,000 and  290,000 shares of ILCO's  common stock were
                outstanding and unexercised.

                Savings and investment plans

                The  Company's  employees may  participate  in the  ILCO
                Savings  and   Investment  Plan  that   allows  eligible
                employees who have met a one-year service requirement to
                make contributions to the  Plan on a tax-deferred basis.
                A  Plan participant may elect to contribute up to 16% of
                eligible earnings  on a  tax deferred basis,  subject to
                certain  limitations  applicable to  "highly compensated
                employees"  as  defined in  the  Internal Revenue  Code.
                Plan  participants  may   allocate  contributions,   and
                earnings  thereon,  between  a  guaranteed  fund  and  a
                variable   fund.    Effective   January  1,  1994,  four
                additional investment  options which may be  selected by
                participants were  added.   The account balance  of each
                participant  is 100%  vested  at all  times.   Prior  to
                January 1, 1990, the Company made matching contributions
                of  up to 50% of  the first 6%  of eligible compensation
                contributed by  the plan participants.   Vesting of such
                company  contributions is  based on  number of  years of
                service.  The  employer contributions were  discontinued
                effective January 1, 1990.


                                          -61-

                INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                NOTES TO STATUTORY FINANCIAL STATEMENTS

                9.   RELATED PARTIES

                Included in capital and surplus at December 31, 1995 and
                1994 are two (2) surplus debentures payable to ILCO with
                initial   principal   balances   of   $140,000,000   and 
                $15,000,000.  The outstanding balances of these notes at
                December  31,  1995  and  1994  totaled  $69,296,000 and 
                $84,256,000,  respectively.   The notes  were originally
                issued  by Standard  Life to ILCO.   As a  result of the
                merger  of Standard  Life  into the  Company, the  notes
                became  the  obligation of  the  Company.   The  rate of
                interest payable on the  debentures is calculated as one
                and one-half  percent (1-1/2%)  above the prime  lending
                rate  as adjusted at the beginning of each quarter.  The
                $140,000,000  debenture  is  payable in  43  consecutive
                quarterly  installments  of  $2,000,000  each  beginning
                December 31,  1988, with a final  payment of $54,000,000
                due  September 30,  1999.   Payments on  the $15,000,000
                debenture are calculated based on  available surplus, as
                defined in  the surplus debenture agreement,  at the end
                of  each  quarter.    In  accordance  with  the  surplus
                debenture   agreements,  the  Company   may  prepay  the
                debentures  so long  as  prepayment does  not cause  the
                surplus  funds  of  the  Company  to  be  reduced  below
                $10,000,000 (the  statutory  capital and  surplus  floor
                prescribed by the State of Washington).  The Company has
                received  written  notification   from  the   Washington
                Department of Insurance that it  does not need to obtain
                specific permission from the  Department prior to making
                a  scheduled   principal  payment  on   the  debentures.
                However,  Investors-NA has  voluntarily agreed  with the
                Washington Insurance Commissioner  that it will  provide
                at least five  days advance notice of  payments which it
                will make under the surplus debenture.

                Principal payments totaling $13,960,000, $17,950,000 and
                $14,000,000  were  made  on  the  $140,000,000 debenture
                during 1995,  1994 and 1993, respectively,  and payments
                totaling $1,000,000,  $1,000,000 and $750,000  were made
                on the $15,000,000 debenture during 1995, 1994 and 1993,
                respectively.  Total interest paid by the Company on the
                surplus  debentures  was  $7,789,576,   $7,524,636,  and
                $8,793,780 during  1995,  1994 and  1993,  respectively.
                Cumulative  interest   paid  by  the   Company  on   the
                debentures was $83,051,008 at December 31, 1995.  Unpaid
                accrued  interest on these debentures was $1,827,207 and
                $1,933,167 at December 31, 1995 and 1994, respectively.

                The Company has  a net balance due from  related parties
                at  December  31,  1995   and  1994  of  $3,511,000  and
                $1,117,000, 

                                          -62-

                INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                NOTES TO STATUTORY FINANCIAL STATEMENTS

                respectively.   The  balance resulted  from transactions
                consisting of reimbursement of expenses and receipts and
                disbursements  of  funds  related to  an  administrative
                service agreement between various affiliates.

                Bonds  include  $61,224,000  of  notes  receivable  from
                affiliates which comprise  (a)  a loan of $22,500,000 to
                Family Life Corporation (FLC); (b) a loan of $30,000,000
                to  FLC;  (c)  a  loan  of  $4,500,000  to  Family  Life
                Insurance Investment Company (FLIIC);  and (d) a loan of
                $2,500,000 to  FIC plus $1,724,000 of  additions to said
                note  in  accordance with  the terms  thereof.   FLC and
                FLIIC are wholly-owned  subsidiaries of  FIC.   Interest
                received by the Company for all loans during 1995, 1994,
                and  1993  amounted   to  $6,044,622,  $5,993,512,   and
                $2,821,907, respectively.   Common stocks include 53,400
                shares of ILCO which had a  book value of $380,478 and a
                statement value  of $311,733 at December 31,  1995.  The
                Company also holds 29,100 common shares of FIC which had
                a  book  value of  $229,890  and  a statement  value  of
                $731,796 at  December 31, 1995, 55,000  common shares of
                InterContinental Life Insurance Company (ILIC) which had
                a  book value  of $9,180,165  and  a statement  value of
                $8,813,819,  303,000 common  shares  of  Investors  Life
                Insurance Company  of Indiana (INVIND) which  had a book
                value  of   $20,103,656  and   a   statement  value   of
                $13,590,350  and  300 common  shares  of  ILG Securities
                Corporation  which had  a book  value of $209,702  and a
                statement  value  of $193,585.    ILIC,  INVIND and  ILG
                Securities Corporation are wholly-owned  subsidiaries of
                the Company.

                Rent  and certain  other operating  expenses aggregating
                approximately $830,000, $585,000, and $860,000 were paid
                to  FIC in 1995,  1994, and  1993, respectively,  by the
                Company.   The  Company shares  office  facilities  with
                various  affiliates and  is a  party to  an intercompany
                expense allocation agreement.  Under this agreement, the
                Company  was reimbursed  $16 million,  $13 million,  and
                $13.4 million in 1995, 1994, and 1993, respectively, for
                shared expenses it paid on behalf of its affiliates.  

                In connection with the purchase of the Austin Centre, an
                office-hotel  property  in  Austin, Texas,  Investors-NA
                entered into an agreement with FIC Realty Services, Inc.
                (FIC Realty), a subsidiary of FIC, where in Investors-NA
                leased the  hotel portion  of the  Austin Centre  to FIC
                Realty pursuant to a lease agreement in which FIC Realty
                pays monthly rent to Investors-NA in an amount  equal to
                95%  of the net operating  profits of the  hotel.  Total
                rent 

                                          -63-

                INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                NOTES TO STATUTORY FINANCIAL STATEMENTS

                due  to  Investors-NA  under  the  terms  of  the  lease
                agreement at  December 31,  1995 and 1994  is $1,991,356
                and $1,346,160, respectively.

                Investors-NA  entered into  a management  agreement with
                FIC  Property  Management,  Inc.  (FIC   Management),  a
                subsidiary of FIC,  whereby it appointed FIC  Management
                to manage,  lease and  operate the office  tower, retail
                areas,  underground parking garage  and common  areas of
                Austin Centre.   FIC management is  paid fees in  amount
                equal to  5% of the net operating profit that Investors-
                NA receives  from the  properties managed and  leased by
                FIC Management.  During  1995, 1994 and 1993, Investors-
                NA paid  $130,760, $106,460, and  $77,115, respectively,
                in fees to FIC Management.

                In October of 1993, ILCO  entered into an agreement with
                the Chairman,  whereby the Chairman  agreed to surrender
                all   of  his   remaining  common   stock  options   for
                consideration of  $6,847,000.   Prior  to entering  into
                this  agreement, ILCO  had accrued  compensation expense
                related to  these options of $4,225,000.   Upon entering
                into the agreement, additional compensation was recorded
                totaling $2,622,000 for the year ended December 31, 1993
                to increase  total compensation to  the surrender price.
                Accordingly,  a liability  was recorded  for the  unpaid
                portion of  the agreement.  Pursuant  to this agreement,
                during  1993  the  Chairman  was   paid  $3,237,120  for
                cancellation of 240,000 of these options and during 1994
                he was paid $997,520  for cancellation of 68,500 options
                and   $379,143  for  federal  income  tax  reimbursement
                relating to the cancellation of options in 1993.  During
                1995,   the  Chairman   was   paid   $836,582  for   the
                cancellation in  1995  of  options  to  purchase  50,000
                shares of ILCO's common  stock, $156,323 for the federal
                income tax reimbursement relating to the cancellation in
                1994 of  options to purchase 68,500  shares and $127,608
                as  the final  payment relating  to the  cancellation in
                1993 of options to purchase 240,000 shares.  The federal
                income  tax reimbursements  are expensed  in the  period
                when they occurred.

                During 1994,  the Chairman was paid  a bonus aggregating
                $1,076,000,  of  which  $469,000  was  allocated to  the
                Company.

                On  June  12,  1991, FIC  granted  to  the  Company non-
                transferrable options to purchase up  to a total of 9.9%
                of the common shares of FIC.  These options were granted
                in  conjunction  with  the senior  subordinated  loan of
                $22.5 

                                          -64-

                INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                NOTES TO STATUTORY FINANCIAL STATEMENTS

                million  and a senior loan of $2.5 million issued to the
                Company  by  FIC  and  a  subsidiary,  relating  to  the
                acquisition  of  Family  Life  Insurance  Company.   The
                option price is $10.50 per share, equivalent to the then
                current market price, subject to  adjustment  to prevent
                the effect of dilution.  The options  provide for  their
                expiration upon final repayment of the respective loans.

                Pursuant  to a  data processing  agreement with  a major
                service company, the data processing needs of ILCO's and
                FIC's insurance subsidiaries were provided by an offsite
                third   party  until  November  30,  1994.    Commencing
                December 1, 1994, all of those data processing needs are
                provided to ILCO's and  FIC's Austin, Texas and Seattle,
                Washington   facilities   by   FIC  Computer   Services,
                Inc.("FIC Computer"), a  new  subsidiary of  FIC.   Each
                of FIC's  and ILCO's insurance subsidiaries  has entered
                into  a  data processing  agreement  with  FIC  Computer
                whereby  FIC Computer  provides data processing services
                to each subsidiary  for fees equal  to such subsidiary's
                proportionate  share of FIC  Computer's actual  costs of
                providing  those services  to all  of the  subsidiaries.
                The Company paid $1,290,306 and $181,971 to FIC Computer
                for data  processing services  provided during  1995 and
                1994, respectively.

                10.  COMMITMENTS AND CONTINGENCIES

                The  Company is  a  defendant in  certain legal  actions
                related  to  the  normal  business  operations  of   the
                Company.   Management  believes that  the resolution  of
                such  matters will  not have  a material  impact  on the
                financial statements.

                11.  ACQUISITION OF SUBSIDIARY

                On February 14, 1995, the  Company and its parent (ILCO)
                purchased the  stock of Meridian Life  Insurance Company
                (Meridian  Life),  an  Indianapolis-based life  insurer,
                from  Meridian  Mutual  Insurance  Company.    The  cash
                purchase price  was $17.1  million, net of  post-closing
                adjustments.  Under the terms of the purchase agreement,
                ILCO acquired approximately 82% of the outstanding stock
                of  Meridian  Life  for  $14 million,  and  the  Company
                acquired  approximately  18%  of  the  common  stock  of
                Meridian Life for the  remaining portion of the purchase
                price.    Immediately  following  the   closing  of  the
                transaction, ILCO  contributed the shares acquired by it
                to  the unassigned surplus of the Company.  As a result,
                Meridian Life  became a  wholly-owned subsidiary  of the
                Company.  Subsequent to the purchase, 

                                          -65-

                INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                NOTES TO STATUTORY FINANCIAL STATEMENTS

                Meridian Life's name was officially changed to Investors
                Life Insurance Company of Indiana.

                12. SUBSEQUENT EVENT

                In January 1996, Investors-NA entered  into an agreement
                to sell  the Austin  Center, an office-hotel  complex in
                Austin, Texas.   The  selling price is  $62.675 million,
                less  $1 million to be paid to a capital reserve account
                for  the purchaser.    The property,  which consists  of
                343,664 square  feet of office/retail space,  a 314 room
                hotel and  61 rental  apartments, was purchased  in 1991
                for  $31.275  million.    Since 1992,  Investors-NA  has
                rented  space on three floors of the office tower as its
                headquarters.  Investors-NA anticipates that  a  portion
                of the  sale proceeds, approximately the amount that the
                Company  has invested in the  property, will be retained
                and  reinvested.  The balance of the net proceeds of the
                sale will be used to pay down the surplus  debenture due
                to   ILCO  so  that  ILCO  can  reduce  its  senior loan
                obligations  by  approximately  $15  million.  The sales
                transaction was finalized on March 29, 1996.

                                          -66-


                            Report of Independent Accountants

                To the Board of Directors of
                Investors Life Insurance Company of North America

                We  have  audited  the  accompanying  statutory  balance
                sheets  of  Investors Life  Insurance  Company  of North
                America  as  of December  31,  1995  and  1994, and  the
                related statutory statements  of operations, of  changes
                in  capital and surplus, and  of cash flows  for each of
                the three years in the  period ended December 31,  1995.
                These financial statements are the responsibility of the
                Company's  management.  Our responsibility is to express
                an opinion  on these  financial statements based  on our
                audits.

                We  conducted our  audits in  accordance with  generally
                accepted  auditing standards;  however, as  discussed in
                the  following   paragraph,  we  were  not   engaged  to
                determine  or  audit  the  effects  on  these  financial
                statements of the variances between statutory accounting
                practices and generally accepted  accounting principles.
                Generally  accepted auditing  standards require  that we
                plan  and   perform  the  audit  to   obtain  reasonable
                assurance  about whether  the  financial statements  are
                free  of  material  misstatement.    An  audit  includes
                examining,  on  a test  basis,  evidence supporting  the
                amounts and disclosures in the financial statements.  An
                audit also includes assessing the  accounting principles
                used  and significant estimates  made by  management, as
                well  as  evaluating  the  overall  financial  statement
                presentation.   We  believe  that our  audits provide  a
                reasonable basis for our opinion.

                As  described  in Note  1,  the  Company prepared  these
                financial  statements  in  conformity   with  accounting
                practices  prescribed  or  permitted  by  the  Insurance
                Department of  the State of Washington.   When financial
                statements  prepared  in   conformity  with   accounting
                practices   prescribed  by   a  regulatory   agency  are
                presented for  purposes other  than for filing  with the
                regulatory agency, generally accepted auditing standards
                require that  an auditor's report on  them state whether
                they are presented in conformity with generally accepted
                accounting principles.  The accounting practices used by
                the Company  to prepare these  financial statements vary
                from   generally   accepted  accounting   principles  as
                described in Note 1.  The Company has not determined the
                effects on these financial statements  of the variances.
                Accordingly, we  were not engaged  to audit, and  we did
                not audit, the effects  on these financial statements of
                the variances.  As  the financial statements referred to
                above  do not purport to be a presentation in conformity
                with generally 

                                          -67-

                accepted accounting principles, we are not in a position
                to  express,  and  do  not express,  an  opinion  on the
                financial  statements  referred  to  above  as  to  fair
                presentation   of   financial   position,   results   of
                operations, or  cash flows in conformity  with generally
                accepted accounting principles.

                In  our  opinion,  however,  the   financial  statements
                audited by us present  fairly, in all material respects,
                the  statutory  financial  position  of  Investors  Life
                Insurance Company of North  America at December 31, 1995
                and 1994, and the results of its operations and its cash
                flows  for each of the  three years in  the period ended
                December 31, 1995, on  the basis of accounting described
                in Note 1.


                Price Waterhouse LLP
                Dallas, Texas
                March 27, 1996 


                                         -68-


                                REGISTRATION STATEMENT
                                          ON
                                       FORM N-4

                             Part C:   OTHER INFORMATION


          Item 24.   Financial Statements and Exhibits

          The following  financial statements  and exhibits are  filed with
          this Post-Effective Amendment:

               (a)  Financial Statements:

                    Part A:  None

                    Part B:

                    (i)  Registrant:

                         Combined Balance Sheet, as of December 31, 1995

                         Individual Statements of Operations, For  the Year
                         Ended December 31, 1995

                         Individual Statements of Changes in  Total Assets,
                         For the Years Ended December 31, 1994 and December
                         31, 1995

                         Notes to Financial Statements

                         Report of Independent Accountants

                   (ii)  Depositor:

                         Statutory Balance Sheets, as of December  31, 1995
                         and December 31, 1994

                         Statutory  Statements of Operations, for the Years
                         Ended  December 31,  1995,  December 31,  1994 and
                         December 31, 1993

                         Statutory  Statements of  Changes  in  Capital and
                         Surplus, for  the Years  Ended December  31, 1995,
                         December 31, 1994 and December 31, 1993

                         Statutory  Statements of Cash Flows, for the Years
                         Ended  December 31,  1995, December  31, 1994  and
                         December 31, 1993


                                         C-1 


                         Notes to Statutory Financial Statements

                         Report of Independent Accountants


               (b) Exhibits:

                   (i)   Schedule for computation of performance quotations
                         of Money Market Division.


          Item 25.  Directors and Officers of the Depositor

          Name and Principal           Position and Offices
          Business Address*            with Depositor       

          Roy F. Mitte                 Chairman,   President   and    Chief
                                       Executive Officer, Director

          James M. Grace               Executive   Vice  President,   Chief
                                       Financial  Officer  and   Treasurer;
                                       Director

          Joseph F. Crowe              Executive Vice  President and  Chief
                                       Operating Officer; Director

          Eugene E. Payne              Executive    Vice   President    and
                                       Secretary; Director

          Roger H. Hamm                Executive Vice  President and  Chief
                                       Sales and Marketing Officer

          Theodore A. Fleron           Senior   Vice   President,   General
                                       Counsel   and  Assistant  Secretary;
                                       Director

          Dale E. Mitte                Senior  Vice  President  and   Chief
                                       Underwriting Officer; Director

          Karl T. Baker                Senior  Vice  President  and   Chief
                                       Actuary

          Ricardo A. Cruz              Vice President

          Richard Getter               Vice President


                                         C-2 


          Name and Principal           Position and Offices
          Business Address*            with Depositor       


          Lois A. Haverstrom           Vice President

          David C. Hopkins             Senior Vice President and Controller

          Roberta A. Mitchell          Vice President

          John W. Peasley              Vice President

          Thomas C. Richmond           Senior Vice President

          Robert Rue                   Vice President

          Steven P. Schmitt            Senior Vice President and  Assistant
                                       Secretary; Director

          Nigel Walker                 Vice President

          John M. Welliver             Vice President

          Paul Vandevere               Vice President

          Bradley Groff                Vice President

          Laurie Black                 Vice President

          Peter Tritz                  Vice President


          *701 Brazos Street, Austin, Texas 78701


                                         C-3 


          Item 26.   Persons Controlled by or Under Common Control

                      with the Depositor or Registrant


          Financial Industries Corporation (a  financial services
          holding company, incorporated in Texas)

                                :
                                :
                                :  47.03%

          InterContinental Life Corporation (a financial services
          holding company incorporated in New Jersey)

                                   :
                                   :
                                   :  100%

               Investors Life Insurance Company of North America 
                  (a Washington Life insurance company)

                    :                :           :
                    :                :           :
                    : 100%           :           : 100% 
                                     :
              InterContinental Life  :     ILG Securities Corporation      
              Insurance Company      :     (a registered broker-dealer 
              (a New Jersey life     :     incorporated in Pennsylvania)
              insurance company)     :
                                     :
                                     : 100%
                                   
                     Investors Life Insurance Company of Indiana
                     (an Indiana life insurance company)


                                         C-4 


          Item 27.   Number of Contract Owners



          As  of December  31,  1995  the  number  of  contract  owners  of
          qualified  and   non-qualified  contracts  (single   payment  and
          flexible payment) issued by the Registrant was as follows:

          (i)      Money Market Division:
                    Qualified.................................. 189
                    Non-qualified..............................  89

          (ii)     Growth and Income II Division:
                    Qualified.................................. 758
                    Non-qualified.............................. 193 

          (iii)    Income Division:
                    Qualified.................................. 211 
                    Non-qualified.............................. 187 

          (iv)     Voyager Division
                    Qualified................................... 54 
                    Non-qualified............................... 19 


                                         C-5 


          Item 28.   Indemnification

               (a) The Depositor:  Article VII,  Section 7.1  of the By-Laws
                   of Investors  Life Insurance  Company  of North  America
                   provides, in relevant part, that:

                   This  Corporation  shall  indemnify  its  directors  and
                   officers to the full  extent permitted by the Washington
                   Business  Corporation Act  now  or hereafter  in  force.
                   However, such  indemnity shall not apply  on account of:
                   (1) acts or omissions of the director or officer finally
                   adjudged  to  be  intentional  misconduct or  a  knowing
                   violation of law;   (2) conduct of the  director finally
                   adjudged to  be in violation  of RCW 23B.08.310;  or (3)
                   any  transaction with  respect to  which it  was finally
                   adjudged   that  such  director  or  officer  personally
                   received a  benefit in  money, property, or  services to
                   which the director or officer was not legally entitled.

                   This Corporation shall advance expenses for such persons
                   as  authorized  by  separate  directors'  resolutions or
                   contracts.

               (b) The Principal Underwriter:   Article VII, Section 7.4 of
                   the By-Laws of  ILG Securities  Corporation provide,  in
                   relevant part, that:

                   The corporation shall indemnify any person who was or is
                   a party  or is  threatened to  be made  a  party to  any
                   threatened,  pending  or   completed  action,  suit   or
                   proceeding, whether civil,  criminal, administrative  or
                   investigative (other than  an action by or in  the right
                   of the corporation) by reason of the fact that he is  or
                   was a director, officer, or agent of the corporation, or
                   is or was serving at the request of the corporation as a
                   director,   officer,  employee   or  agent   of  another
                   corporation, partnership, joint  venture, trust or other
                   enterprise,   against  expenses   (including  attorneys'
                   fees), judgments, fines  and amounts paid in  settlement
                   actually and  reasonably incurred  by him in  connection
                   with such action, suit or proceeding if he acted in good
                   faith and in a manner he reasonably believed to be in or
                   not  opposed to  the best  interests of  the corporation
                   and, with respect to  any criminal action or proceeding,
                   had  no  reasonable cause  to  believe  his conduct  was
                   unlawful.    The  termination  of any  action,  suit  or
                   proceeding  by The  termination of  any action,  suit or
                   proceeding by judgment,  order, settlement,  conviction,
                   or upon  a plea of  nolo contendere  or its  equivalent,
                   shall not, of itself, create  


                                         C-6  


                   a  presumption that the person did not act in good faith
                   and in a manner which he reasonably believed to be in or
                   not opposed  to the  best interests of  the corporation,
                   and, with respect to  any criminal action or proceeding,
                   had  reasonable cause  to believe  that his  conduct was
                   unlawful.

                   The corporation shall indemnify any person who was or is
                   a  party  or is  threatened to  be made  a party  to any
                   threatened,  pending   or  completed  action,   suit  or
                   proceeding  by or  in the  right of  the corporation  to
                   procure a judgment in its  favor of the fact that  he is
                   or was  a director, officer,  employee or  agent of  the
                   corporation,  or is or was serving at the request of the
                   corporation as a director, officer, employee or agent of
                   another  corporation as  a  partnership, joint  venture,
                   trust  of other enterprise,  against expenses (including
                   attorneys'  fees), actually  and reasonably  incurred by
                   him in connection with the defense or settlement of such
                   action, suit or proceeding if he acted in good faith and
                   in  a  manner he  reasonably believed  to  be in  or not
                   opposed  to the  best interests  of the  corporation and
                   expect that no indemnification  shall be made in respect
                   of  any claim, issue or  matter as to  which such person
                   shall have been adjudged to  be liable for negligence or
                   misconduct  in  the  performance  of  his  duty  to  the
                   corporation unless and only to the extent that the Court
                   of Chancery or the  court in which such action,  suit or
                   proceeding was brought shall determine  upon application
                   that, despite the adjudication  of liability but in view
                   of all  the circumstances of  the case,  such person  is
                   fairly  and  reasonably entitled  to indemnity  for such
                   expenses which the Court of Chancery or such other court
                   shall deem proper.


          Insofar  as  indemnification for  liabilities  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  Securities  Act of  1933,  and  is therefore,
          unenforceable.   In  the event that  a claim  for indemnification
          against  such   liabilities  (other  than  the   payment  by  the
          Registrant of expenses incurred or paid by a director, officer or
          controlling person of the Registrant in the successful defense of
          any  action,   suit  or  proceeding)  is   asserted  against  the
          Registrant by such director, officer 


                                         C-7  


          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  on the  question
          whether  such indemnification by  it is against  public policy as
          expressed in the Securities  Act of 1933 and will  be governed by
          the final adjudication of such issue.


          Item 29.   Principal Underwriter:

               (a) The  principal underwriter for  the Contracts  issued by
                   the Registrant is ILG Securities Corporation, 701 Brazos
                   Street, Austin, Texas 78701.  ILG Securities Corporation
                   also  acts  as  a  principal  underwriter  for  variable
                   annuity  contracts issued  by Life Insurance  Company of
                   North America (an  indirect, wholly-owned subsidiary  of
                   CIGNA  Corporation), and  funded through  Life Insurance
                   Company of North America Separate Account A.

               (b) The officers and directors of ILG Securities Corporation
                   are as follows:


          Name and                           Positions and offices
          Business Address*                  with Underwriter     


          James M. Grace                     Director

          Eugene E. Payne                    Director

          Joseph F. Crowe                    President; Director

          John Welliver                      Vice President

          David C. Hopkins                   Assistant Treasurer

          Theodore A. Fleron                 Secretary

          Ricardo A. Cruz                    Treasurer

          *701 Brazos Street, Austin, Texas 78701.


                                         C-8 


               (c) The following table sets forth information pertaining to
                   commissions  and  other  compensation  received  by  ILG
                   Securities  Corporation  from  Investors Life  Insurance
                   Company of  North America  during the fiscal  year ended
                   December 31, 1995:

               (1) Net underwriting discounts
                   and commissions*........................$   116.00

               (2) Compensation on redemption or
                   annuitization............................   -0-

               (3) Brokerage commissions....................   -0-

               (4) Compensation**...........................$  -0-

               *Represents amounts paid to principal underwriter.

               **Represents   amounts  paid  to  principal  underwriter  by
               Sponsor in connection with the provision of ongoing Contract
               Owner administrative services.


          Item 30.   Location of Accounts and Records

          Books  or other documents  required to  be maintained  by Section
          31(a) of  the Investment Company Act of  1940, and Rules 31a-1 to
          31a-3  thereunder,  and  records  relating  to  shareholders  are
          maintained by Investors Life  Insurance Company of North America,
          Separate Accounting Unit, 701 Brazos Street, Austin, Texas 78701.
          Corporate  records  pertaining to  the  Depositor, including  its
          Certificate of Incorporation, By-Laws  and Resolution of Board of
          Directors authorizing  establishment of the Separate Account, are
          maintained by its Secretary, whose business address is 701 Brazos
          Street, Austin, Texas 78701.


          Item 31.   Management Services

          Not Applicable.

                                         C-9 

          Item 32.   Undertakings

          The Sponsor of the Registrant hereby undertakes:

               (a) to file  a post-effective amendment to this registration
                   statement as  frequently as is necessary  to ensure that
                   the  audited financial  statements  in the  registration
                   statement  are never more than 16 months old, so long as
                   payments under the Contracts may be accepted;
               (b) to  include in  the prospectus  a form letter  which the
                   investor can remove to send to the Depositor to obtain a
                   copy of the Statement of Additional Information.
               (c) to  mail   a  copy   of  the  Statement   of  Additional
                   Information  promptly  upon  receipt of  (i)  a  written
                   request  on the  form  described in  sub-paragraph  (b),
                   above, or other written  request directed to the address
                   shown on the cover page of the current prospectus of the
                   Registrant,  or (ii)  an oral  request to  the telephone
                   number shown on the cover page of the current prospectus
                   of the Registrant.
               (d) that it intends to  rely upon the provisions of  the SEC
                   staff no-action  letter dated November  28, 1988, issued
                   to  the American Council of Life Insurance (Ref. No. IP-
                   6-88).  The sponsor of the Registrant represents that it
                   has complied  with the  provisions of paragraphs  (1) to
                   (4) of said letter.


                                         C-10 


                                      SIGNATURES

          Pursuant to the requirements  of the Securities Act of  1933, the
          Sponsor  of  the   Registrant  has  caused  this   Post-Effective
          Amendment No. 21 to the Separate Account I Registration Statement
          to  be duly  signed on behalf  of the  Registrant in  the City of
          Austin, and  the  State  of  Texas,  on  the 24th  day  of April,
          1996.


                                  SEPARATE ACCOUNT I
                                     (Registrant)


                         By:  Investors Life Insurance Company
                                of North America

                         By:      /s/ Roy F. Mitte                         
                              Chairman, President and Chief Executive Officer

          Pursuant  to the  requirements  of paragraph  (b)(4) of  Rule 485
          under the Securities Act of 1933, the Registrant hereby certifies
          that this  Post-Effective  Amendment  No. 21  meets  all  of  the
          requirements for effectiveness pursuant  to paragraph (b) of said
          Rule 485.

          Pursuant  to the requirements of the Securities Act of 1933, this
          Separate Account  I Registration Statement has  been signed below
          by  the following  persons  in the  capacities  and on  the  date
          indicated:

            /s/ Roy F. Mitte                    /s/ James M. Grace     
          Roy F. Mitte                       James M. Grace
          Principal Executive Officer        Principal Financial Officer
          Director                           Principal Accounting Officer
                                             Director

             /s/ Joseph F. Crowe                /s/ Eugene E. Payne     
          Joseph F. Crowe                    Eugene E. Payne
          Director                           Director

           /s/ John LePore                     /s/ Theodore A. Fleron 
          John LePore                        Theodore A. Fleron
          Director                           Director

           /s/ Dale E. Mitte                  /s/ Steven P. Schmitt    
          Dale E. Mitte                      Steven P. Schmitt
          Director                           Director

            /s/ Roger H. Hamm        
          Roger H. Hamm
          Director 

                                         C-11

                                    EXHIBIT INDEX


          Exhibit No.         Page No.            Description

               1 *                           Resolution    of   board    of
                                             directors  of  Investors  Life
                                             Insurance  Company  of   North
                                             America    authorizing     the
                                             establishment      of      the
                                             registrant.

               2 Not applicable

               3 (a) *                       Distribution         Agreement
                                             between     Investors     Life
                                             Insurance  Company  of   North
                                             America   and   INA   Security
                                             Corporation.

               3 (b) *                       Specimen   Agreement   between
                                             principal   distributor    and
                                             dealer.

               3 (c) *                       Specimen    Agreement  between
                                             principal distributor  and its
                                             agents             (registered
                                             representatives).

               4 (a) *                       Form    of   single    premium
                                             variable annuity contract.

               4 (b) **                      Form   of   flexible   premium
                                             variable annuity contract.

               4 (c)                         Form      of       endorsement
                                             conforming the single  payment
                                             and flexible  payment variable
                                             annuity   contracts   to   the
                                             requirements of section  72(s)
                                             of the  Internal Revenue  Code
                                             of   1954,   as   amended   by
                                             section  222(b)  of   the  Tax
                                             Reform  Act  of  1984.   Filed
                                             with Post-Effective  Amendment
                                             No. 4 (Form  S-6) dated  March
                                             1,   1985,  and   incorporated
                                             herein by reference. 


          Exhibit No.         Page No.            Description

               5 (a) *                       Form   of    application   for
                                             single    payment     variable
                                             annuity contract.

               5 (b) **                      Form   of    application   for
                                             flexible   payment    variable
                                             annuity contract.

               6 *                           Certificate  of  incorporation
                                             and by-laws of  Investors Life
                                             Insurance  Company   of  North
                                             America.

               7 Not applicable

               8 (a) *                       Participation        Agreement
                                             between     Investors     Life
                                             Insurance  Company  of   North
                                             America   and  CIGNA   Annuity
                                             Funds  Group  (formerly  CIGNA
                                             Annuity Fund, Inc.).

               8 (b) *                       Expense          Reimbursement
                                             Agreement  between   Investors
                                             Life   Insurance  Company   of
                                             North   America    and   CIGNA
                                             Investments,  Inc.   (formerly
                                             INA     Capital     Management
                                             Corporation, Inc.).

               8 (c)                         Participation        Agreement
                                             between     Investors     Life
                                             Insurance  Company  of   North
                                             America,    Putnam     Capital
                                             Manager   Trust   and   Putnam
                                             Mutual  Funds  Corp.     Filed
                                             with      Post-      Effective
                                             Amendment No.  20 dated  April
                                             14, 1995  and incorporated  by
                                             reference.

               8(d)                          Administrative        Services
                                             Agreement  between   Investors
                                             Life   Insurance  Company   of
                                             North   America   and   Putnam
                                             Investment Management,  Inc.).
                                             Filed  with   Post-  Effective
                                             Amendment No.  20 dated  April
                                             14, 1995  and incorporated  by
                                             reference. 

               9                             Opinion of counsel  as to  the
                                             legality  of   the  securities
                                             filed   with    Pre-Effective:
                                             Amendment  (Form  S-6)   dated
                                             June     3,      1982,     and
                                             incorporated by reference. 


          Exhibit No.         Page No.            Description

               10(a)            198        Consent     of     Independent
                                           Accountants

               11                          Not Applicable

               12                          Not Applicable

               13                          Schedule for computation of
                                           performance returns.  Filed with 
                                           Post-Effective Amendment No. 11
                                           (Form N-4), and incorporated herein 
                                           by reference.

               14                          Not applicable.


           *   Filed as an exhibit to Amendment No. 1 to Form N-8B-2
               (File No. 811-3470) dated July 7, 1982, and 
               incorporated herein by reference.

          **   Filed as an exhibit to Amendment No. 3 to Form N-8B-2 
               (File  No.   811-3470)   dated  September   24,  1982,
               and incorporated   herein by reference. 



                          CONSENT OF INDEPENDENT ACCOUNTANTS


          We  hereby  consent to  the use  in  the Statement  of Additional
          Information  constituting part  of this  Post-Effective Amendment
          No. 21 to the Registration Statement on Form N-4 (No. 2-77712) of
          our report  dated     March  27, 1996 relating  to the  statutory
          financial statements of Investors Life Insurance Company of North
          America and of our report dated February 22, 1996 relating to the
          financial statements of Investors Life Insurance Company of North
          America Separate Account  I, which  appear in  such Statement  of
          Additional Information.


          Price Waterhouse LLP
          Dallas, Texas
          April 19, 1996 




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