INVESTORS LIFE INSURANCE CO OF NORTH AMERICA SEPARATE ACC I
485BPOS, 1997-04-25
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          As Filed with the Securities and 
          Exchange Commission on April   , 1997

          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.    22                   X   
                                        and/or
          REGISTRATION STATEMENT UNDER THE
          INVESTMENT COMPANY ACT OF 1940

               Amendment No.   22                                   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 30,
          1997, 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, 1997.

          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 VARIABLE 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 30, 1997 


                                  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                                      24
          General Description of Variable Annuity
            Contracts                                                  28
          The Annuity Period                                           32
          Death Benefits                                               35
          Purchases and Contract Values                                38
          Redemptions                                                  41
          Federal Tax Status                                           44
          Legal Proceedings                                            49
          Table of Contents of the Statement of
            Additional Information                                     50
          Appendix - Examples of Deferred Sales                        51
            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:      A  series of Putnam Variable Trust.   Prior to January
          1, 1997, the fund was known as Putnam Capital Manager 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    (now known as Putnam Variable
          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  32, 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  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  41 and
                    "Contract Charges", page 24.

               o    A  penalty tax  may  be  assessed  under  the  Internal
                    Revenue Code  in the event of certain early withdrawals.
                    See "Federal Tax Status", page 44.

               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 24.

                                         -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 43.


          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     Putnam
          Variable 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)

               Exchange Fee (2)
                                        7%        7%        7%        7%
          B.   Annual Contract Fee
               (3)                  $ 5.00    $ 5.00    $ 5.00    $ 5.00

          C.   Separate Account
               Annual Expenses (as  $30.00    $30.00    $30.00    $30.00
               a percentage of
               average account
               value)

               Mortality Risk Fee
               Expense Risk Fee

               Total Separate         0.8%      0.8%      0.8%      0.8%
               Account                0.4%      0.4%      0.4%      0.4%
               Annual Expenses

          D.   Fund Annual Expenses
               (as a percentage  of   1.2%      1.2%      1.2%      1.2%
               Fund average net
               assets) (4)
             
               Management Fees
               All Other Expenses
               Total Fund Annual     0.45%     0.62%     0.49%     0.57%
               Expenses              0.10%     0.07%     0.05%     0.06%

                                     0.55%     0.69%     0.54%     0.63%
              
                                         -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  Fund  of
             Putnam  Variable Trust     during calendar year 1996.         
          The  inclusion of  the 1996  Total  Annual Fund  Expenses of  the
          applicable Fund of    Putnam Variable Trust     has been included
          in this  prospectus solely for  the purposes of  the hypothetical
          illustration set forth in the Expense Table. 


                                         -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                  $ 91.72  $ 93.08  $ 91.62  $ 92.50
                3 years                  115.27   119.49   114.97   117.68
                5 years                  138.93   146.16   138.41   143.07
               10 years                  224.97   240.23   223.88   233.72

          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                  $ 91.72  $ 93.08  $ 91.62  $ 92.50
                3 years                  115.27   119.49   114.97   117.68
                5 years                  138.93   146.16   138.41   143.07
               10 years                  224.97   240.23   223.88   233.72

          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                  $ 19.59  $ 21.06  $ 19.48  $ 20.43
                3 years                   61.57    65.02    60.25    63.11
                5 years                  104.08   111.56   103.54   108.36
               10 years                  224.97   240.23   223.88   233.72
              
                                         -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    Putnam
          Variable  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  


             1996  $  1.9898      $  2.0660        847,412
             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

             1996    $  1.9756          $  2.0514         1,288,780
             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

             1996    $  5.1880          $  6.2071         3,277,019
             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.

                                         -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

             1996    $  4.4442          $  5.3182         2,002,962
             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.

                                         -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

             1996    $  3.1355          $  3.1734         1,313,122
             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

             1996    $  3.0972          $  3.1351         2,394,183
             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


             1996    $  2.2334          $  2.4937           751,632
             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


             1996    $  2.2298          $  2.4894           633,799
             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  the Voyager  Division (formerly  the Aggressive  Equity
          Division), covers the period from March 31, 1987 (commencement of
          operations) to December 31, 1996.

          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.  Prior to December 28, 1988
          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    Putnam  Variable  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  Putnam Variable  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.   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.

             PUTNAM VARIABLE TRUST     

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

                  Putnam  VT 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 by investing primarily in securities
               issued or  guaranteed  by  the U.S.  Government  or  by  its
               agencies or instrumentalities and  in other debt obligations
               rated  at  least  A by  a  nationally  recognized securities
               rating agency such as Standard & Poors or Moody's  Investors
               Service,  Inc.  or,  if  not  rated,  determined  by  Putnam
               Investment  Management, Inc. ("Putnam  Management") to be of
               comparable quality.


                  Putnam VT 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 by investing primarily in
               common  stocks  that  offer potential  for  capital  growth,
               current income or both.  
           

                  Putnam  VT 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 by investing in high quality money
               market instruments.                                         


                                         -21- 

                  Putnam  VT   Voyager  Fund       (which  serves  as   the
               underlying  funding  vehicle   for  the  Voyager   Division,
               formerly  known as the Aggressive Equity  Division) -  seeks
               capital appreciation by investing primarily in common stocks
               of companies that Putnam  Management believes have potential
               for  capital appreciation that is significantly greater than
               that of market averages.  

          The  shares of  each  Fund of     Putnam  Variable 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  Management  is  the  investment  adviser  to       Putnam
          Variable 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     Putnam
          Variable  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  Management 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    Putnam Variable Trust     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. 


                                         -22- 

          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 Fund of    Putnam  Variable 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    Putnam Variable Trust    . 

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


                                    VOTING RIGHTS

          The Insurance  Company is the  owner of record  of the  shares of
          each series of  shares of    Putnam Variable Trust    .   It will
          vote such  shares  held  in each  Separate  Account  Division  at
          regular  and  special  meetings   of  shareholders  of     Putnam
          Variable Trust     in accordance with instructions received  from
          persons having  an interest in such series  of    Putnam Variable
          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    Putnam
          Variable 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
             Putnam Variable  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    Putnam  Variable 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.
                                         -23-

                               DEDUCTIONS AND EXPENSES


          A.   CONTRACT CHARGES:

               The following deductions are made under the Contracts:

                    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.

                    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.

                    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  

                                       -24- 

                    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 


                                         -25- 
 
               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.


                    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.

                                         -26- 


          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     Putnam Variable  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    Putnam
          Variable 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:

                               Change the beneficiary for death proceeds;
                               surrender the  Contract in whole or  in part
                               for its Withdrawal Value;
                               change the annuity payout option;
                               change the death benefit payout option;
                               transfer  Contract  values between  Separate
                               Account Divisions;
                               instruct  the Insurance Company as to voting
                               of Fund shares;
                               cancel the Contract  by returning it  to the
                               Insurance  Company  within  10   days  after
                               receipt;
                               change   the  designated   Separate  Account
                               Division    for    allocation   of    future
                               contributions;
                               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);
                               change   the   payee  to   receive   Annuity
                               Payments;
                               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:

                               transfer  Contract  values between  Separate
                               Account Divisions;
                               change   the   payee  to   receive   Annuity
                               Payments, during the lifetime of Annuitant;
                               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;
                               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 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.

                                         -29- 

          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.

                                         -30- 


          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.

                                         -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.


                    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 

                                         -32- 

          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. 

                                         -33- 

          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.


                    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". 

                                         -34- 

                                    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: 

                                         -35- 


                    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 

                                         -36- 

                    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.

                    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  is  an
          indirect,  wholly-owned   subsidiary  of   InterContinental  Life
          Corporation.   The  Insurance Company  is  a direct  wholly-owned
          subsidiary  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  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.

                    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 


                                         -39- 
  
                    Company  nor  ILG  Securities  Corporation  assume  any
                    liability  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 



                                         -40- 

          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 

                                         -41- 

          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.


                                        -42- 

          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.

                                         -43- 

                                  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 

                                         -44- 


          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.

                                         -45- 

          Tax Qualified Contracts:

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

                    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).
                    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).
                    A  tax sheltered annuity plan maintained by certain tax
                    exempt     organizations,     including     educational
                    institutions,   to  purchase   annuity  contracts   for
                    employees (403(b) Annuity plans).
                    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, 

                                         -46- 

          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 

                                         -47- 

          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.

                                         -48- 

                                  LEGAL PROCEEDINGS


              Various lawsuits against the Insurance Company have arisen in
          the  normal course  of business. However,  contingent liabilities
          arising  from  these  matters  are  not  considered  material  in
          relation to the financial position of the Insurance Company.  The
          Insurance Company is a defendant in a  lawsuit which was filed in
          October, 1996, in Travis County,  Texas.  The named plaintiffs in
          the suit  (a husband  and wife), allege  that the  universal life
          insurance policies sold to them  by INA Life Insurance Company (a
          company  which was  merged into  the  Insurance Company  in 1992)
          utilized  unfair  sales  practices.  The  named  plaintiffs  seek
          reformation  of the life  insurance contracts and  an unspecified
          amount of damages.  The named plaintiffs also seek a class action
          as to  similarly situated  individuals.   No  certification of  a
          class  has been granted as of the date  shown on page one of this
          Annual Statement. The Insurance Company believes that the suit is
          without merit and intends to vigorously defend this matter.
    
   

          There is no litigation pending to which the Separate Account is a
          party.


                                         -49- 

                                   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
                                         The Separate Account
                                         The Insurance Company

                                         -50- 


                                       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.

                                         -51- 

          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":

                                         -52- 

                                   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                           
          Applicable          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

                                           -53- 

          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

                                         -54- 


                         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


                                           -55- 

          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 30, 1997),
          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

                                           -56- 

                                 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  30, 1997).  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:                                     

                                                                          


                                         -57- 


          Investors Life Insurance
          Company of North America

          701 Brazos Street
          Austin, Texas 78701




          ILG Securities Corporation

          701 Brazos Street
          Austin, Texas 78701

                                                  PROSPECTUS

                                                  April 30, 1997





                                   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 30, 1997


                                   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 30, 1997 

                                 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:   
    
    A series of Putnam Variable  Trust.  Prior to January
          1, 1997, the fund was known as Putnam Capital Manager 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    (now known as Putnam  Variable 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     Putnam
          Variable 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%     0.62%     0.49%     0.57%
               All Other Expenses    0.10%     0.07%     0.05%     0.06%
               Total Fund Annual
               Expenses              0.55%     0.69%     0.54%     0.63%
              

                                        -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     Putnam
          Variable Trust     Fund during calendar  year 1996.           The
          inclusion  of  the  1995  Total   Annual  Fund  Expenses  of  the
          applicable Fund of    Putnam Variable Trust     has been included
          in this prospectus  solely for the  purposes of the  hypothetical
          illustration set forth in the Expense Table. 

                                         -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                  $ 91.53  $ 92.90  $ 91.44  $ 92.32
                3 years                  114.71   118.93   114.41   117.12
                5 years                  137.96   145.20   137.44   142.11
               10 years                  222.93   238.22   221.83   231.69

          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                  $ 91.53  $ 92.90  $ 91.44  $ 92.32
                3 years                  114.71   118.93   114.41   117.12
                5 years                  137.96   145.20   137.44   142.11
               10 years                  222.93   238.22   221.83   231.69

          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                  $ 19.39  $ 20.86  $ 19.29  $ 20.23
                3 years                   59.98    64.43    59.66    62.52
                5 years                  103.08   111.57   102.54   107.37
               10 years                  222.93   238.22   221.83   231.69
              

                                         -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     Putnam
          Variable  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

             1996    $  1.9898          $  2.0660           847,412

             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

             1996    $  1.9756          $  2.0514         1,288,780
             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



             1996    $  5.1880          $  6.2071         3,277,019
             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.

                                         -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

             1996    $  4.4442          $  5.3182         2,002,962
             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.



                                         -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


             1996    $  3.1355          $  3.1734         1,313,122
             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


             1996    $  3.0972          $  3.1351         2,394,183
             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

             1996    $  2.2334          $  2.4937           751,632
             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


             1996    $  2.2298          $  2.4894           633,799
             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  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.   Prior to December 28, 1988, 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    Putnam  Variable  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  "   Putnam Variable 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.   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.

             Putnam Variable Trust     

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

                  Putnam  VT 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 by investing primarily in securities
               issued  or  guaranteed  by  the U.S.  Government  or  by its
               agencies or instrumentalities and in  other debt obligations
               rated  at  least  A by  a  nationally  recognized securities
               rating agency such as Standard  & Poors or Moody's Investors
               Service,  Inc.  or,  if  not  rated,  determined  by  Putnam
               Management to be of comparable quality.


                  Putnam VT 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 by investing primarily in
               common  stocks  that  offer  potential  for  capital growth,
               current income or both.  

                                         -21- 

                  Putnam  VT 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 by investing in high quality money
               market instruments.                                         


                  Putnam  VT   Voyager  Fund       (which  serves   as  the
               underlying  funding  vehicle   for  the  Voyager   Division,
               formerly  known as the Aggressive Equity  Division) -  seeks
               capital appreciation by investing primarily in common stocks
               of companies that Putnam Management  believes have potential
               for capital  appreciation that is significantly greater than
               that of market averages.  

          The shares  of each portfolio of    Putnam Variable 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     Putnam  Variable  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     Putnam
          Variable  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  Management 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  Putnam Variable Trust 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     Putnam  Variable
          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    Putnam Variable Trust    .  

                                         -23- 

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


                                    VOTING RIGHTS

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

                    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.

                    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-

                    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.

                    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     Putnam Variable 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     Putnam Variable
          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:
                               Change the beneficiary for death proceeds;
                               surrender  the Contract in  whole or in part
                               for its Withdrawal Value;
                               change the annuity payout option;
                               change the death benefit payout option;
                               transfer  Contract  values between  Separate
                               Account Divisions;
                               instruct the Insurance Company  as to voting
                               of Fund shares;
                               cancel the  Contract by returning it  to the
                               Insurance  Company  within  10   days  after
                               receipt;
                               change   the  designated   Separate  Account
                               Division for allocation of 
                               future contributions;
                               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);
                               change   the   payee  to   receive   Annuity
                               Payments;
                               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:

                               transfer  Contract  values between  Separate
                               Account Divisions;
                               change   the   payee  to   receive   Annuity
                               Payments,   during  the   lifetime  of   the
                               Annuitant;
                               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;
                               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.

                    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.

                    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:


                    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  is  an
          indirect,  wholly-owned   subsidiary  of   InterContinental  Life
          Corporation.   The Insurance  Company is  a direct,  wholly-owned
          subsidiary 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:

                    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).
                    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).
                    A  tax sheltered annuity plan maintained by certain tax
                    exempt     organizations,     including     educational
                    institutions,   to  purchase   annuity  contracts   for
                    employees (403(b) Annuity plans).
                    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

              Various lawsuits against the Insurance Company have arisen in
          the normal  course of  business. However,  contingent liabilities
          arising  from  these  matters  are  not  considered  material  in
          relation to the financial position of the Insurance Company.  The
          Insurance Company is a defendant in  a lawsuit which was filed in
          October, 1996, in Travis County,  Texas.  The named plaintiffs in
          the suit  (a husband  and wife), allege  that the  universal life
          insurance policies sold to them  by INA Life Insurance Company (a
          company  which was  merged  into the  Insurance Company  in 1992)
          utilized  unfair  sales  practices.  The  named  plaintiffs  seek
          reformation  of the life  insurance contracts and  an unspecified
          amount of damages.  The named plaintiffs also seek a class action
          as to  similarly  situated individuals.   No  certification of  a
          class has been granted  as of the date shown on  page one of this
          Annual Statement. The Insurance Company believes that the suit is
          without merit and intends to vigorously defend this matter.
    
   

          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
                                         The Separate Account
                                         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 30,1997) 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  30, 1997).   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 30, 1997



                                    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 30, 1997

                                    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 30, 1997 

                                  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 
    
    46%        of the outstanding common stock
          of ILCO (approximately     61.5%       if certain options were to
          be
            
                                         -3- 
          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.           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      61.5%        interest in
          ILCO's common stock,  is     62.46%     .   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     7.86%      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; (iv)  ILIC owns  281,560 shares  of
          ILCO's common  stock (or      7.86%     )     ; and  (v) Fidelity
          Management & Research Company ("Fidelity") owns 418,300 shares of
          ILCO's  common stock,  as reported  to ILCO  on a  Schedule 13(G)
          filed  by  FMR  Corporation,  the  parent  company  of  Fidelity.
          According  to the  Schedule 13(G),  Fidelity  acts as  investment
          advisor  to  the  Fidelity Low-Priced  Stock  Fund,  a registered
          investment  company and  the fund  is  the owner  of the  413,800
          shares of  ILCO common stock,  which constituted 9.82%  of ILCO's
          outstanding shares as of March 14, 1997.  The offices of Fidelity
          are located at 82 Devonshire Street, Boston, MA 02109. 
    
   

          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,
          1996, approximately  
    
    10.2%       of the assets of  the Growth
          and Income II  Division and     72.2%       of the assets  of the
          Voyager Division were attributable to such contributed capital. 

                                         -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
             Putnam Variable 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 1994 to 1996, with respect to
               the Contracts:

               Year                          Amount
             
               1996                          $   738
          
    
   
               1995                          $   116

               1994                          $    75


          (d)  Putnam Management, the Fund's investment adviser, 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 
    
    Putnam Variable 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      Putnam Variable Trust     .    For
               the period  from April 18,  1995 (the effective date  of the
               substitution  of shares of     Putnam Variable Trust      as
               the  underlying investment vehicle for the Separate Account)
               to December 31,  1996, the amount of  this reimbursement was
                   $69,388.20     .

                                        -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,  1996, the  annualized
          "current  yield"  for  the tax  qualified  and  non-tax qualified
          subdivisions of the Money Market Divisions was     4.34%      for
          Single Payment Contracts and      4.33%      for Flexible Payment
          Contracts.    The  annualized  "effective  yield"  of  each  such
          subdivision for such period was     4.52%      for Single Payment
          Contracts and     4.50%      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.

                    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:

                    .    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.

                         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


               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
                            (Herein called Investors Life)
   

                                  SEPARATE ACCOUNT I
                                 FINANCIAL STATEMENTS
                                  December 31, 1996
                                      (Audited)


          This report is submitted for the general information of owners of
          Investors  Life  Insurance  Company  of  North  America  Separate
          Account  I  variable  annuity  contracts.   This  report  is  not
          authorized  for  distribution to  prospective purchasers  of such
          contracts unless it is accompanied by a current prospectus.


          Investors Life Insurance
          Company of North America
          Administrative Offices:  Austin, TX


                          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,  1996,  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 19, 1997

INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
 SEPARATE ACCOUNT I
COMBINED BALANCE SHEET
December 31, 1996

   ASSETS

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

Money Market Division

  1,750,778 qualified shares              (cost $1,750,778)      $  1,750,778
  2,643,807 non-qualified shares          (cost $2,643,807)         2,643,807

Income Division

    315,446 qualified shares               (cost $4,073,850)        4,167,043
    568,203 non-qualified shares           (cost $7,318,387)        7,505,962

Growth and Income II Division (formerly the Equity Division)    

    763,644 qualified shares                (cost $15,198,687)     18,755,085
     64,567 shares owned by Investors Life  (cost $ 1,285,077)      1,585,777
    369,096 non-qualified shares            (cost $ 7,383,396)      9,065,002
     64,623 shares owned by Investors Life  (cost $ 1,292,709)      1,587,128

Voyager Division (formerly known as the Aggressive Equity Division) 

     19,290 qualified shares                (cost $   478,157)        627,489
     38,329 shares owned by Investors Life  (cost $   950,110)      1,246,837
     10,239 non-qualified shares            (cost $   246,639)        333,078
     38,263 shares owned by Investors Life  (cost $   921,680)      1,244,696

Total Assets                                                     $ 50,512,682
                                                                   ========
CONTRACT OWNERS' EQUITY       
                              
Contract Owners' Equity (Notes 3 and 7):   

Money Market Division

   847,412 qualified accumulation units
           outstanding                      ($2.0660297 per unit) $ 1,750,778
 1,288,780 non-qualified accumulation
           units outstanding                ($2.0514024 per unit)   2,643,807
                                                                 
Income Division

 1,313,122 qualified accumulation units
           outstanding                      ($3.1733858 per unit)   4,167,043
 2,394,183 non-qualified accumulation
           units outstanding                ($3.1350827 per unit)   7,505,962

Growth and Income II Division (formerly the Equity Division)

 3,021,542 qualified accumulation units
           outstanding                      ($6.2071238 per unit)  18,755,085
   255,477 Investors Life equity            ($6.2071238 per unit)   1,585,777
 1,704,528 non-qualified accumulation
           units outstanding                ($5.3181887 per unit)   9,065,002 
   298,434 Investors Life equity            ($5.3181887 per unit)   1,587,128

Voyager Division (formerly known as the Aggressive Equity Division)

   251,632 qualified accumulation units 
           outstanding                      ($2.4936765 per unit)     627,489
   500,000 Investors Life equity            ($2.4936765 per unit)   1,246,837
   133,799 non-qualified accumulation 
           units outstanding                ($2.4893923 per unit)     333,078
   500,000 Investors Life equity            ($2.4893923 per unit)   1,244,696
                                                                     ________

Contract Owners' Equity                                           $50,512,682
                                                                     ========

 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
Year Ended December 31, 1996


                                                    Money       Money
                                                    Market      Market
                                                    Qualified   Non-Qualified
Investment Income:
  Dividends                                       $     95,781  $     134,754

Expenses:
  Mortality risk and expense fees guarantees
       (Notes 1 and 3)                                  23,138         32,542
                                                     _________      _________
    Investment income-net                               72,643        102,212
                                                     _________      _________

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                       671,713        477,960
    Cost of shares sold                                671,713        477,960
                                                     _________      _________
    Net realized gain on investments                         0              0
                                                     _________      _________
  Net unrealized gain (loss) on investments                  0              0
                                                     _________      _________
    Net realized and unrealized gain (loss) 
     on investments                                          0              0
                                                     _________      _________
Net Increase in Net Assets
from Investment Operations                        $     72,643     $  102,212
                                                     =========      =========

                                                    Income       Income
                                                    Qualified   Non-Qualified
Investment Income:
  Dividends                                       $    284,913  $     485,044

Expenses:
  Mortality risk and expense fees guarantees
    (Notes 1 and 3)                                     55,011         94,181
                                                     _________      _________
    Investment income-net                              229,902        390,863
                                                     _________      _________

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                       902,248      1,016,364
    Cost of shares sold                                837,645        952,796
                                                     _________      _________
    Net realized gain on investments                    64,603         63,568
                                                     _________      _________
  Net unrealized gain (loss) on investments           (250,811)      (378,320)
                                                     _________      _________
    Net realized and unrealized gain (loss) on
     investments                                      (186,208)      (314,752)
                                                     _________      _________
Net Increase in Net Assets
from Investment Operations                        $     43,694    $    76,111
                                                     =========      =========

                                                  Growth and   Growth and
                                                  Income II    Income II
                                                  Qualified*   Non-Qualified*
                                                  (formerly    (formerly
                                                  Equity       Equity
                                                  Division)    Division)
Investment Income:
  Dividends                                       $    836,513 $      404,385

Expenses:
  Mortality risk and expense fees guarantees
    (Notes 1 and 3)                                    235,401        117,828
                                                     _________      _________
    Investment income-net                              601,112        286,557
                                                     _________      _________

Net Realized and Unrealized Gain (Loss) on Investments:
  Net realized capital gain distributions              379,168        183,293
                                                     _________      _________
  Net realized gain (loss) on investments:
    Proceeds from sale of shares                     3,066,579        961,162
    Cost of shares sold                              2,370,623        746,297
                                                     _________      _________
    Net realized gain on investments                   695,956        214,865
                                                     _________      _________
  Net unrealized gain (loss) on investments          1,997,565      1,148,474
                                                     _________      _________
    Net realized and unrealized gain (loss) on 
      investments                                    3,072,689      1,546,632
                                                     _________      _________
Net Increase in Net Assets
from Investment Operations                        $  3,673,801    $ 1,833,189
                                                     =========      =========

                                                   Voyager     Voyager
                                                   Qualified   Non-Qualified*
Investment Income:
  Dividends                                       $     34,167 $       28,945

Expenses:
  Mortality risk and expense fees guarantees
       (Notes 1 and 3)                                  22,322         18,587
                                                     _________      _________
    Investment income-net                               11,845         10,358
                                                     _________      _________

Net Realized and Unrealized Gain (Loss) on Investments:
  Net realized capital gain distributions               66,446         56,289
                                                     _________      _________
  Net realized gain (loss) on investments:
    Proceeds from sale of shares                       148,690         48,247
    Cost of shares sold                                108,949         34,705
                                                     _________      _________
    Net realized gain on investments                    39,741         13,542
                                                     _________      _________
  Net unrealized gain (loss) on investments             81,373         87,666
                                                     _________      _________
    Net realized and unrealized gain (loss) on
      investments                                      187,560        157,497
                                                     _________      _________
Net Increase in Net Assets
from Investment Operations                        $    199,405     $  167,855
                                                     =========      =========

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

* Includes shares owned by Investors Life



 INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
 SEPARATE ACCOUNT I
 INDIVIDUAL STATEMENTS OF CHANGES IN TOTAL ASSETS
 Year Ended December 31, 1996

                                                   Money        Money
                                                   Market       Market
                                                   Qualified    Non-Qualified

Investment Operations:
 Investment income-net                            $   72,643    $    102,212
 Realized capital gain distributions                       0               0
 Net realized gain on investments                          0               0
 Net unrealized gain (loss) on investments                 0               0
                                                   _________        _________
 Net increase in net assets from  
 investment operations                                72,643         102,212   
                                                   ---------        ---------
Accumulation Unit Transactions:
 Net contract considerations and transfers in
   (Note 3)                                          193,701         369,107
 Net contract surrenders and transfers out (Note 3) (689,435)       (418,286)
 Benefit payments to annuitants                       (6,946)        (45,762)
                                                   _________        _________
 Net decrease from accumulation unit transactions   (502,680)        (94,941)
                                                   _________        _________
Net Increase (Decrease) in Net Assets               (430,037)          7,271

Net Assets:
 Net assets at December 31, 1995                   2,180,815       2,636,535
                                                   _________        _________
 Net assets at December 31, 1996                 $ 1,750,778     $ 2,643,806
                                                   =========        =========

                                                   Income       Income
                                                   Qualified    Non-Qualified

Investment Operations:
 Investment income-net                           $   229,902      $   390,863
 Realized capital gain distributions                       0                0
 Net realized gain on investments                     64,603           63,568
 Net unrealized gain (loss) on investments          (250,811)        (378,320)
                                                   _________        _________
 Net increase (decrease) in net assets from           43,694           76,111
 investment operations                             _________        _________

Accumulation Unit Transactions:
 Net contract considerations and transfers in
    (Note 3)                                          31,739           45,238
 Net contract surrenders and transfers out (Note 3) (847,678)        (814,955)
 Benefit payments to annuitants                      (17,397)         (98,073)
                                                   _________        _________
 Net decrease from accumulation unit transactions   (833,336)        (867,790)
                                                    _________        _________
Net Increase (Decrease) in Net Assets               (789,642)        (791,679)

Net Assets:
 Net assets at December 31, 1995                   4,956,685        8,297,641  
                                                   _________        _________
 Net assets at December 31, 1996                 $ 4,167,043      $ 7,505,962
                                                   =========        =========
                                                
                                                  Growth and   Growth and
                                                  Income II    Income II
                                                  Qualified*   Non-Qualified*
                                                  (formerly   (formerly
                                                   Equity      Equity 
                                                   Division)   Division

Investment Operations:
 Investment income-net                            $   601,112    $    286,557
 Realized capital gain distributions                  379,168         183,293
 Net realized gain on investments                     695,956         214,865
 Net unrealized gain (loss) on investments          1,997,565       1,148,474
                                                    _________       _________
 Net increase in net assets from                    3,673,801       1,833,189
 investment operations                              _________       _________

Accumulation Unit Transactions:
 Net contract considerations and transfers in
     (Note 3)                                         505,790         312,619
 Net contract surrenders and transfers out (Note 3)(2,843,516)       (662,722)
 Benefit payments to annuitants                       (58,423)       (122,302)
                                                     _________       _________
 Net decrease from accumulation unit transactions   (2,396,149)      (472,405)
                                                     _________       _________
Net Increase (Decrease) in Net Assets               1,277,652       1,360,784   
Net Assets:
 Net assets at December 31, 1995                   19,063,210       9,291,346
                                                   _________        _________
 Net assets at December 31, 1996                 $ 20,340,862    $ 10,652,130  
                                                   =========        =========


                                                   Voyager      Voyager
                                                   Qualified    Non-Qualified*

Investment Operations:
 Investment income-net                            $   11,845     $     10,358
 Realized capital gain distributions                  66,446           56,289
 Net realized gain on investments                     39,741           13,542
 Net unrealized gain (loss) on investments            81,373           87,666
                                                   _________        _________
 Net increase in net assets from                     199,405          167,855
 investment operations                             _________        _________

Accumulation Unit Transactions:
 Net contract considerations and transfers in
     (Note 3)                                         41,561              540
 Net contract surrenders and transfers out (Note 3) (112,563)         (30,200)
 Benefit payments to annuitants                            0                0
                                                   _________        _________
 Net decrease from accumulation unit transactions    (71,002)         (29,660)
                                                   _________         _________
Net Increase (Decrease) in Net Assets                128,403          138,195

Net Assets:
 Net assets at December 31, 1995                   1,745,924        1,439,579
                                                   _________        _________
 Net assets at December 31, 1996                  $1,874,327       $1,577,774
                                                   =========        =========

 Year 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 on investments                        0                0
                                                   _________        _________
 Net increase in net assets from                     109,230          119,671
 investment operations                             _________        _________

Accumulation Unit Transactions:
 Net contract considerations and transfers in
     (Note 3)                                        194,606           44,620
 Net contract surrenders and transfers out (Note 3) (951,236)        (629,306)
 Benefit payments to annuitants                      (11,036)         (43,271)
                                                   _________        _________
 Net increase (decrease)
        from accumulation unit transactions         (767,666)        (627,957)
                                                   _________         _________
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 on investments                   773,455       1,283,698
                                                    _________       _________
 Net increase in net assets from
 investment operations                                853,508       1,351,895   
                                                    _________       _________  
Accumulation Unit Transactions:
 Net contract considerations and transfers in
     (Note 3)                                          85,031          13,876
 Net contract surrenders and transfers out (Note 3)(1,289,036)       (906,494)
 Benefit payments to annuitants                        (6,214)        (97,764)
                                                   _________         _________
 Net increase (decrease) from accumulation 
       unit transactions                           (1,210,219)       (990,382)
                                                    _________        _________
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     (formerly 
                                                 Equity        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 on investments                 5,614,225       2,596,107 
                                                    _________       _________
 Net increase (decrease) in net assets from         5,256,664       2,401,550
 investment operations                              _________       _________

Accumulation Unit Transactions:
 Net contract considerations and transfers in
     (Note 3)                                       3,629,931       2,506,850   
 Net contract surrenders and transfers out (Note 3)(3,868,301)     (1,281,644) 
 Benefit payments to annuitants                       (49,704)        (32,262)
                                                    _________       _________
 Net increase (decrease) from accumulation
       unit transactions                            (288,074)       1,192,945
                                                    _________       _________
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 on investments                  485,685          393,641
                                                   _________        _________
 Net increase in net assets from                     490,015          393,595
 investment operations                             _________        _________

Accumulation Unit Transactions:
 Net contract considerations and transfers in 
     (Note 3)                                         66,421           54,096
 Net contract surrenders and transfers out (Note 3) (109,354)         (62,157)
 Benefit payments to annuitants                            0                0
                                                   _________        _________
 Net increase (decrease) from accumulation 
     unit transactions                               (42,933)          (8,061)
                                                   _________        _________
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*   Non-Qualified *

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 on investments                         0               0
                                                    _________       _________
 Net increase in net assets from                          564           8,469
 investment operations                              _________       _________

Accumulation Unit Transactions:
 Net contract considerations and transfers in 
     (Note 3)                                          30,302          43,844
 Net contract surrenders and transfers out (Note 3)(3,115,506)     (2,255,410)
 Benefit payments to annuitants                        (3,932)        (19,434)
                                                     _________      _________
 Net increase (decrease) from accumulation
      unit transactions                            (3,089,136)     (2,231,000)  
                                                    _________       _________
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
                                                    =========       =========

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

* Includes shares owned by Investors Life
(1) Includes activity due to the merger of the Growth and Income Division
    with Equity Division as of April 18, 1995.

                  INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA

                                  SEPARATE ACCOUNT I

                            NOTES TO FINANCIAL STATEMENTS
                                  December 31, 1996

          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 Division II.
          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 Income 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 the investments  is based on closing bid
          prices (net asset  value) at  December 31,  1996; (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, 1996, were $509,041 after deductions
          for premium taxes of $4.  Contract owners have limited  rights to
          transfer   their  contract   values   between  Separate   Account
          Divisions. For the year ended December 31, 1996, the total of all
          transfers  was $991,249.  Contract surrender benefits amounted to
          $5,428,105.   Annuity benefits  amounted to $348,903.   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 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 a  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.  

          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
          service  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 has 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.  

          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 Unit Transactions

The changes in the number of accumulation units (the measure of ownership
in the Separate Account) during 1996, and units outstanding at December
31, 1996 were as follows:

                                                    Money        Money
                                                    Market       Market
                                                    Qualified    Non-Qualified

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

Units purchased and transfers in                        93,940     124,034

Benefits, surrenders and transfers out                (342,720)   (170,039)
                                                      _________  _________
Units outstanding at December 31, 1996                 847,412   1,288,780
                                                      =========  =========

                                                    Income      Income
                                                    Qualified   Non-Qualified

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

Units purchased and transfers in                       11,076      10,322

Benefits, surrenders and transfers out               (278,565)   (294,837)
                                                    _________    _________
Units outstanding at December 31, 1996              1,313,122   2,394,183
                                                    =========   =========

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

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

Units purchased and transfers in                    122,251         56,438

Benefits, surrenders and transfers out             (544,919)      (158,466)
                                                  _________      _________
Units outstanding at December 31, 1996            3,277,019      2,002,962
                                                  =========      =========

                                                   Voyager      Voyager
                                                   Qualified*   Non-Qualified*

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

Units purchased and transfers in                     27,062            213

Benefits, surrenders and transfers out              (57,054)       (11,938)
                                                  _________      _________
Units outstanding at December 31, 1996              751,632        633,799
                                                  =========      =========

* Includes shares owned by Investors Life


The accumulation units for six of the subdivisions include units applicable
to contract owners who are "on benefit annuitants."  At December 31, 1996,
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:

                                                  Accumulation     Aggregate
                                                      Units          Value

Money Market, Qualified                               25,442       $ 52,564
Money Market, Non-Qualified                          184,304       $378,082
Growth and Income II, Qualified                       95,179       $590,788
Growth and Income II, Non-Qualified                  126,800       $674,346
Income Fund, Qualified                                56,463       $179,179
Income Fund, Non-Qualified                           223,649       $701,158


                                                     Monthly        Annuity
                                                  Annuity Units   Unit Value

Money Market, Qualified                                  531      $0.8481980
Money Market, Non-Qualified                            3,958      $0.8486709
Growth and Income II, Qualified                        3,657      $1.5733164
Growth and Income II, Non-Qualified                    5,706      $1.6859335
Income Fund, Qualified                                 1,091      $1.3932109
Income Fund, Non-Qualified                             5,231      $1.3900698

Note 8. Subsequent Events

Effective January 1, 1997 PCM Trust changed its name to Putnam Variable Trust
("Putnam VT").  Accordingly, the names of the underlying funds have changed
as follows:  PCM Money Market Fund has become Putnam VT Money Market, PCM U.S.
Government and High Quality Bond Fund has become Putnam VT Government and 
High Quality Bond Fund, PCM Growth and Income Fund has become Putnam VT 
Growth and Income Fund and PCM Voyager Fund has become Putnam VT Yoyager
Fund.
 
                INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                STATUTORY BALANCE SHEETS
                (in thousands)

                                                        December 31,
                                                        1996      1995
          Admitted Assets                           

          Cash and investments:
           Bonds, at amortized cost (market value
            $404,442 and $421,342)                  $  405,060  $  419,791
           Common stock, at market value
            (cost $27,797 and $27,797)                  26,478      23,762
           Mortgage loans on real estate                13,323      14,674
           Real estate, net of accumulated
            depreciation of $5,636 and $9,758       43,546      59,094
           Policy loans                                 46,090      46,936
           Cash                                          2,364       4,979
           Short-term investments                       71,099      65,078

               Total cash and investments              607,960     634,314

           Accrued investment income                     6,336       6,652
           Premiums receivable                           7,349       7,546
           Receivable from reinsurers                    2,485       3,489
           Receivable from affiliates                    9,706       3,511
           Other assets                                  9,462       6,294
           Separate account assets                     417,306     418,637

               Total admitted assets                $1,060,604  $1,080,443

                     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,
                                                        1996      1995
          Liabilities, Capital and Surplus          

          Aggregate reserve for life and accident
           and health policies and contracts        $   568,034 $  572,040
          Interest maintenance reserve                    4,704      4,833
          Accrued expenses                                  337        190
          Asset valuation reserve                        10,074      9,815
          Other liabilities                               9,197     17,793
          Separate account liabilities                  412,084    413,876

               Total liabilities                      1,004,430  1,018,547

          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                            38,546     69,296
           Unassigned surplus (deficit)                  10,428    (14,600)

               Total capital and surplus                 56,174     61,896

               Total liabilities, capital and
                surplus                             $1,060,604  $1,080,443

                     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,
                                              1996      1995      1994

          Revenues:
           Insurance premiums and annuity
            considerations                    $ 48,844  $ 47,853  $ 53,650
           Net investment income                46,700    49,189    46,094
           Other revenues                        2,887     2,902     5,153

               Total revenues                   98,431    99,944   104,897

          Benefits, losses and expenses:

           Policyholder claims and benefits     62,395    61,604    67,449
           Commissions                           3,428     1,972     3,329
           Other operating expenses             16,829    20,416    20,424

               Total benefits, losses and
                expenses                        82,652    83,992    91,202

          Operating income before federal
           income taxes and net realized
           gains                                15,779    15,952    13,695

           Provision (benefit) for federal
           income taxes                          1,016      (506)     (685)

          Net income from operations            14,763    16,458    14,380

          Net realized capital gains (losses)   13,636      (332)     (251)

                                              $ 28,399  $ 16,126  $ 14,129
               Net income

                     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, 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
          Reserve adjustments                                             

          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
          Net income
          Change in net unrealized capital
           gains
          Change in non-admitted assets
          Increase in asset valuation
           reserve
          Prior year surplus adjustment
          Correction of reserve valuation 
           error
          Surplus note payment                                             

          Balance as of December 31, 1996          30 $    2,400 $    4,800
                                                   
                     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)

                     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, 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                   (27)        (27)
           accounts                                                
          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              (7,154)     (7,154)
           gains                                                       
          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
          Net income                                    28,399      28,399 
          Change in net unrealized capital
           gains                                           611         611
          Change in non-admitted assets                   (687)       (687)
          Increase in asset valuation
           reserve                                        (259)       (259)
          Reserve adjustments                           (3,036)     (3,036)
          Surplus note payment               (30,750)              (30,750)
                                                              
          Balance as of December 31, 1996  $  38,546  $ 10,428   $  56,174

                     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,
                                             1996         1995      1994  
          Cash flows from operating                                
           activities:
           Premiums and annuity           
            considerations received        $  48,180  $  47,200  $  52,641
           Net investment income received     44,549     47,453     44,887
            Other income received              3,378      3,373      5,401
           Death and accident and
            health benefits paid             (26,511)   (31,391)   (32,188)
           Surrender benefits paid           (30,397)   (29,864)   (28,900)
           Annuity benefits paid             (43,900)   (49,400)   (60,252)
           Net transfers from Separate    
            Accounts                          25,610     26,427     35,253
           Reserve changes due to modified                         
            coinsurance                        6,524      7,909     10,262
           Other benefits paid                (1,779)    (1,815)    (1,541)
            Federal income taxes (paid)                
            refunded excluding tax on     
            capital gains                     (5,424)       847     (2,494)
           Dividends paid to policyholders      (242)      (263)      (236)
           Commissions paid                   (3,428)    (1,945)    (3,340)
           General expenses, taxes,       
            licenses and fees                (12,085)   (12,750)   (12,905)

           Net cash (used in) provided by                           
            operations                         4,475      5,781       6,588

           Cash flows from investing
            activities:
           Proceeds from investments sold 
            or matured, net of tax on     
            capital gains                     92,421     42,327     78,247
           Cost of investments acquired      (45,782)   (32,102)  (126,836)
           Net decrease (increase) in     
             policy loans                        846     (2,130)    2,071

           Net cash provided by 
            (used in) investing activities    47,485      8,095   (46,518)

           Cash flows from financing
            activities and other
            miscellaneous activities:
           Surplus debenture payments        (30,750)   (14,960)   (18,950)
           Interest paid on surplus       
            debentures                        (5,538)    (7,790)    (7,355)

                     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)

           Net (decrease) increase in                 
            remittances and items not        
            allocated                         (7,216)      3,504       492
           Net (increase) decrease in         
            receivable from affiliates        (3,168)    (2,394)     7,273
           Other sources and                  
            applications, net                 (1,882)    (5,181)      (778)
           Net cash used in financing and    
            other miscellaneous activities   (48,554)   (26,821)   (19,318)
           Net increase (decrease) in     
            cash and short-term           
            investments                        3,406    (12,945)   (59,248)
           Cash and short-term            
            investments at beginning         
            of year                           70,057      83,002    142,250
            Cash and short-term             
            investments at end of year      $  73,463  $  70,057  $  83,002

                     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 46% of ILCO's outstanding common stock.

                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    owns   two    insurance   subsidiaries:
                InterContinental  Life  Insurance   Company  (ILIC)  and
                Investors Life Insurance Company of Indiana  (Investors-
                IN).   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  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 





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

                     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 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 the  tax  bases of  assets and
                     liabilities  and  their  reported  amounts  in  the
                     statutory  financial statements.   Under  generally
                     accepted accounting principles,  deferred taxes, if
                     any, are provided on these differences.  

                (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).     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  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 

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

                     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  

                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 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 

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

                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  1996,   1995  and  1994  amounted   to  $1,197,128,
                $2,030,518, and $1,624,560, respectively.

                Approximately $66.9 and  $74.7 million, or 17%  and 18%,
                of  the  total  bond portfolio  (at  amortized  cost) at
                December 31,  1996 and  1995, 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 include  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.

                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  (when 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, 

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

                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, 1996  and
                1995 are as follows (in thousands):

                                           1996               1995
                                              % of                % of
                                    Amount    Total     Amount    Total

          Subject to discretionary
           withdrawal with
           adjustments:
           - with market value
             adjustment             $407,882  82.28%    $409,606    81.77%
           - at book value less
             surrender charge            316    .06%       1,496      .30%
                                                                          
               Subtotal              408,198  82.34%     411,102    82.07%

          Subject to discretionary
           withdrawal without
           adjustment:
           - at book value            78,448  15.83%      80,172    16.01%
          Not subject to
           discretionary withdrawal
           provision                   9,064   1.83%       9,640     1.92%
          Total annuity actuarial                                         
           reserves and deposit
           liabilities (gross)       495,710    100%     500,914      100%
          Reinsurance ceded            3,201               3,194
          Total annuity actuarial
           reserves and deposit
           liabilities (net)        $492,509            $497,720

                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 

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

                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 1997  related to policy
                years beginning in 1996.  Uncollected premiums represent
                premiums due but  not collected in 1996.   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.

                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,
                1996, 1995 and 1994 (in thousands):

                                                  1996     1995     1994

          Transfers to separate    
            accounts per Separate  
            Accounts Statement                $  1,031  $   884   $ 2,850

          Transfers from separate  
            accounts per Separate  
            Accounts Statement
                                               (28,438)  (30,389)  (41,145)
          Net transfers from       
            separate accounts
            per Separate Accounts  

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

            Statement                         $(27,407) $(29,505) $(38,295)

          Reconciling adjustments:
            Charges for investment 
            management,            
            administration and     
            contract guarantees                  1,797     3,078     3,042

          Net transfers from       
            separate accounts
            per Statement of       
            Operations                        $(25,610) $(26,427) $(35,253)

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

                Reinsurance

                Reinsurance  premiums,  commissions,  loss  and  expense
                reimbursements   and  reserves   related  to   reinsured
                business  are accounted  for  on  bases 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,  
                1996 and 1995  are as follows (in thousands):

                                       1996     1995    

          Mortgage loans            $    81    $    71
          Furniture and equipment       534        593
          Agents' debit balances        655        148
          Accounts receivable         1,129        739
          Prepaid expenses            1,143        950
          Other                       1,744      2,098
                                    $ 5,286    $ 4,599

                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 will differ from those
                estimates.

                2.   INVESTMENTS

                An analysis of  the Company's net investment  income for
                the years ended December 31,  1996, 1995 and 1994  is as
                follows (in thousands):
                                                 1996      1995      1994

          Interest on bonds                   $33,800   $35,242   $32,660
          Interest on short-term investments    3,548     3,439     4,508
          Interest on policy loans              3,426     2,748     3,663
          Interest on mortgage loans            1,349     1,502     2,312 

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

          Income on real estate                 5,036     6,750     4,453
                                               47,159    49,681    47,596
          Equity in earnings (loss) of         
           wholly-owned subsidiary              2,380     3,043       735
          Other income                             40         3       545
          Amortization of IMR                     279       253       225
          Gross investment income              49,858    52,980    49,101
          Less investment expenses             (3,158)   (3,791)   (3,007)
          
               Net investment income           $46,700   $49,189   $46,094
               


                The  carrying values of investments at December 31, 1996
                and  1995   that  were  non-income  producing   for  the
                preceding twelve months were as follows (in thousands):

                                                      1996       1995

          Bonds                                       $     0    $     48
          Mortgage loans                                   81         400
                                                      $    81    $    448


                Realized  capital gains and  losses for the  years ended
                December  31, 1996,  1995 and  1994 are  as follows  (in
                thousands):


                                               1996        1995      1994
          Gains on sales of real estate    $ 23,183   $     -0-  $    -0-
          Gains on sales of bonds               272         463       255
          Gains on sales of other
           investments                            1          10       122
          Losses on sales of bonds              (81)        -0-      (186)
          Losses on sales of mortgage                     
           loans                                -0-         -0-      (381)
          Losses on mortgage loans
           transferred to real estate           (13)       (107)      -0-
          Less amounts deferred as IMR         (150)       (301)      120
                                             23,212          65       (70)
          Income tax provision               (9,576)       (397)     (181)

               Net realized capital gains
                (losses)                   $ 13,636   $    (332) $   (251)



                Net  realized  capital  gains  for  1996 includes  $23
                million (before  federal income tax) resulting  from the
                sale during  the first  quarter  of 1996  of the  Austin
                Centre,  a  hotel/office  complex,  located  in  Austin, 

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

                Texas,  which  serves  as  the  Company's  home   office
                building.  The  selling price was $62.672  million, less
                $1 million  paid to  a capital  reserve account  for the
                purchaser.    The  property was  purchased  in  1991 for
                $31.275 million.  Proceeds from the sale of $15  million
                were used to reduce ILCO's senior loan obligations.  The
                balance of the  proceeds, net of federal  income tax, was
                retained and reinvested by the Company.  The sale closed
                on March 29, 1996.   The Company continues to rent space
                in  the building under  the terms of  an operating lease
                which expires in September 1997.

                Unrealized  gains  and  losses on  common  stocks  as of
                December   31,  1996  and   1995  are  as   follows  (in
                thousands):
                                                      
                                                         1996       1995 
          Unrealized capital gains                    $  1,060   $   605
          Unrealized capital losses                     (6,821)   (6,977)

          Net unrealized capital losses               $ (5,761)  $(6,372)

                Proceeds from sales and maturities of bonds were 
                $38,730,892, $38,576,824, and $68,041,441 for the  years
                ended December 31, 1996, 1995 and 1994, respectively.

                The  carrying value and NAIC market value of investments
                in bonds by category at December 31, 1996 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             $  7,477  $    505  $    28   $   7,954
          Obligations of states and            
           political subdivisions      1,943        61        -       2,004
          Corporate securities       148,238       870    2,026     147,082
          Mortgage-backed            247,402         -        -     247,402
           securities                                          
               Total Bonds          $405,060  $  1,436  $ 2,054    $404,442
                                                

                The  carrying value and NAIC market value of investments
                in bonds by category at December 31, 1995 are as follows 

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

                (in thousands):

                                              Gross Un- Gross Un- NAIC
                                    Carrying  realized  realized  Market
                                    Value     Gains     Losses    Value
          U.S. treasury securities
           and obligations of U.S.
           government agencies and
           corporations             $  9,461  $    895  $     8   $ 10,348
          Obligations of states and
           political subdivisions     10,858       351       20     11,189
          Corporate securities       129,627       982      649    129,960
          Mortgage-backed
           securities                269,845       -0-      -0-    269,845
               Total Bonds          $419,791  $  2,228  $   677   $421,342

                The carrying value  and NAIC  market value  of bonds  at
                December  31,  1996  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.

                                                                 NAIC
                                                    Carrying     Market
                                                    Value        Value
                                                       (in thousands)

          Due in one year or less                   $   2,630   $   2,630
          Due after one year through five years        32,708      32,688
          Due after five years through ten years       44,749      44,961
          Due after ten years                          77,571      76,761
                                                      157,658     157,040

          Mortgage-backed securities                  247,402     247,402
                                                    $ 405,060   $ 404,442

                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, 1996  are  as follows  (in
                thousands): 

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


                                                   Carrying       Market
                                                   Value          Value
                                                      (in thousands)
          Financial assets:                         
            Bonds                                   $  405,060  $  405,309
            Policy loans                                46,090      46,090
            Mortgage loans                              13,323      14,066
            Short-term investments                      71,099      71,099
            Cash                                         2,364       2,364 
                                                                 
          Financial liabilities:                     
            Deferred annuities                          77,657      72,256
            Supplemental contracts                       7,054       6,753
                                                                 
                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.

                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. 

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

                Deferred annuities and supplemental contracts

                The  fair value of deferred annuities is estimated using
                cash  surrender  values.   Fair values  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  recoverable as of  December 31, 1996
                and  1995 is  approximately  $4,396,000 and  $2,741,000,
                respectively.

                The Company  elected to  adjust its  bases 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.

                The components of income tax for 1996, 1995 and 1994 are
                as follows (in thousands):

                                              1996      1995      1994

                Tax on underwriting profits 
                and investment income         $ 1,016   $  (506)  $(685)

                Tax on capital gains          $ 9,576   $   399   $ 181

                The  following is a  reconciliation of tax  on operating
                income at the statutory federal  rate of 35% in 1996 and
                1995 and  1994 to  the Company's  provision for  federal
                income taxes (in thousands):

                                                 1996      1995     1994

          Tax on operating income at
           statutory rates                    $ 5,523   $  5,583  $  4,793
          Dividends received deduction           (25)       (124)     (104)
          Difference in recognition of income
           and expenses relating to
           adjustment in asset bases due to 

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

           Section 338 election               (2,115)     (2,127)   (1,144)
          Difference between statutory and
           income tax policy reserves           (870)     (2,894)   (3,764)
          Differences in accounting for
           deferred policy acquisition costs    (227)        101       252
          Accrual or market discount            (362)       (501)     (459)
          Equity in earnings of shareholders    (833)     (1,605)     (257)
          Income (loss) from separate                                  
           account                                -0-        406       (10)
          Other, net                             (75)       (317)        8
          Provision for federal income taxes    1,016   $   (506) $   (685)

                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
                PSA.    The  aggregate accumulation  in  the  account at
                December  31, 1996  and December  31, 1995  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, 1996 and  December 31, 1995, the Company
                had   approximately    $105,000,000   and    $90,000,000
                respectively 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.

                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 

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

                statements  for reinsurance  ceded  are as  follows  (in
                thousands):


                                                   1996           1995

                Aggregate reserve for life
                 policies and contracts       $    5,027     $    5,047
                Other policy claims and
                 benefits payable             $      821     $    1,115

                Estimated amounts  recoverable from  reinsurers on  paid
                claims were  $2,462,239 and  $3,464,336 at  December 31,
                1996 and  1995,  respectively.    Total  premiums  ceded
                during 1996, 1995  and 1994 were $5,591,028,  $6,393,048
                and  $9,322,207 respectively.    Total premiums  assumed
                during  1996,  1995  and 1994 were  $5,529,381, $851,223
                and $651,042,  respectively.   The increase  in premiums
                assumed  during 1996  is  primarily attributable  to the
                intercompany  reinsurance  agreements with  Family  Life
                Insurance Company discussed in Note 9.

                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.    The  Company's  Articles  of
                Incorporation  require that the Company maintain capital
                applicable to common stock of $2,400,000.  

                Under  current Washington law, any proposed payment of a
                dividend  or  distribution, together  with  dividends or
                distributions paid  during the preceding  twelve months,
                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.   As of December 31,  1996, Investors-NA
                had earned surplus of $5,205,148.  Since the law applies 

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

                only to dividend payments, the Company's ability to make
                principal   and   interest  payments   on   its  surplus
                debentures is not affected.

                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

                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
                $51,211,460 and $52,500,000 in subordinated notes issued
                by Family Life Corporation, a wholly-owned subsidiary of
                FIC, at December 31, 1996 and 1995, respectively.   This
                investment exceeds  the limit on  investments prescribed
                by  the State of Washington by $8,787,303 and $9,282,287
                at December 31, 1996  and 1995, respectively.   Prior to
                the acquisition  of these  notes, Investors-NA  received
                written   approval   from   the   Washington   Insurance
                Department for the inclusion of the full amount of these
                notes in its statutory admitted assets.  At December 31,
                1996  and   1995,  this  permitted   practice  increased
                statutory surplus by $8,787,303 and $9,282,287 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, 1996 or 1995.

                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 

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

                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.
                ILCO made no contributions in 1996, 1995 or 1994.

                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,
                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  1996, 1995, or
                1994.

                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, 1996
                and 1995,  respectively, options to purchase  72,000 and
                81,500  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,  1996 and  1995, respectively,  options  to purchase
                174,000 and 302,000  shares of ILCO's common  stock were
                outstanding and unexercised.

                Savings and investment plans 

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

                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  several investment  options.
                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.

                9.   RELATED PARTIES

                Included in capital and surplus at December 31, 1996 and
                1995 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, 1996  and  1995  totaled  $38,546,000  and
                $69,296,000, respectively.  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. 

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

                Principal payments totaling $29,750,000, $13,960,000 and
                $17,950,000  were  made  on  the $140,000,000  debenture
                during 1996, 1995  and 1994, respectively,  and payments
                totaling  $1,000,000,   $1,000,000  and $1,000,000  were
                made  on the $15,000,000 debenture during 1996, 1995 and
                1994,  respectively.  Total interest paid by the Company
                on the surplus debentures was $5,538,469, $7,789,576 and
                $7,524,636, during  1996, 1995  and 1994,  respectively.
                Cumulative  interest   paid  by   the  Company   on  the
                debentures was $88,589,477 at December 31, 1996.  Unpaid
                accrued interest on  these debentures  was $957,889  and
                $1,827,207 at December 31, 1996 and 1995, respectively.

                The Company  has a net balance due  from related parties
                at   December  31,  1996  and  1995  of  $7,995,000  and
                $3,511,000,  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  $59,940,193  of  notes  receivable  from
                affiliates  which comprise  (a)  a  loan of  $21,375,000
                Family Life Corporation (FLC); (b) a loan of $29,836,460
                to  FLC;  (c)  a  loan  of  $4,475,469  to  Family  Life
                Insurance  Investment Company (FLIIC); and (d) a loan of
                $2,500,000 to FIC  plus $1,753,264 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 1996, 1995
                and   1994  amounted   to  $6,886,966,   $6,044,622  and
                $5,993,512, respectively.  Common  stocks include 53,400
                shares of ILCO which had a  book value of $380,478 and a
                statement value of  $359,526 at December 31,  1996.  The
                Company  also holds 145,500  common shares of  FIC which
                has a  book value of  $229,890 and a statement  value of
                $1,165,427, at  December 31, 1996, 55,000  common shares
                of  ILIC which  had a  book  value of  $9,602,666 and  a
                statement  value  of $9,526,282  at  December  31, 1996,
                303,000 common shares  of Investors-IN which had  a book
                value  of   $21,768,922   and  a   statement  value   of
                $15,085,656 at December  31, 1996 and 300  common shares
                of ILG Securities Corporation which  had a book value of
                $227,038 and a  statement value of $198,664  at December
                31,   1996.    ILIC,  Investors-IN  and  ILG  Securities
                Corporation   are  wholly-owned   subsidiaries  of   the
                Company.
                  
                Rent  and certain  other operating  expenses aggregating
                approximately  $305,000,  $830,000, and  $585,000,  were
                paid to  FIC in 1996,  1995, and 1994,  respectively, by 

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

                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, $16 million and $13
                million,  in  1996,  1995, and  1994,  respectively, for
                shared expenses it paid on behalf of its affiliates.  

                In  1995,  Investors-NA   entered  into  a   reinsurance
                agreement with Family Life  pertaining to universal life
                insurance written  by  Family  Life.    The  reinsurance
                agreement is on  a co-insurance basis and applies to all
                covered  business with  effective  dates  on  and  after
                January  1, 1995.   The agreement  applies to  only that
                portion of the  face amount of the policy  which is less
                than  $200,000; face  amounts of  $200,000  or more  are
                reinsured by Family  Life with a third  party reinsurer.
                In  1996,  Investors-NA   entered  into  a   reinsurance
                agreement  with  Family  Life,  pertaining  to   annuity
                contracts written by Family Life.  The agreement applies
                to contracts written on or after January 1, 1996.  These
                reinsurance  arrangements reflect  management's plan  to
                develop   universal  life   and   annuity  business   at
                Investors-NA,  with  Family  Life  concentrating on  the
                writing of term life insurance products.

                In October of 1993, ILCO entered  into an agreement with
                the  Chairman  of  the Board  of  Directors  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  to a
                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. 

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

                During  1996,   the  Company  paid   the  Chairman:  (i)
                $1,862,000  for the cancellation  in 1996 of  options to
                purchase 121,500 shares  of the Company's  common stock,
                plus interest at  the rate of 8% per year on such amount
                for a one year period  (for a total of $2,011,737); (ii)
                $120,700  for  the  federal  income  tax   reimbursement
                relating  to  the  cancellation in  1995  of  options to
                purchase 50,000  shares of the  Company's common  stock;
                and   (iii)  $313,960   for  the   federal  income   tax
                reimbursement relating to the 1996 options cancellation.


                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 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.   As a result of FIC's five-for-
                one stock split, effective in November, 1996, the option
                price is currently $2.10 per share.  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  off
                site  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 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 $1,748,402, $1,290,306  and $181,971 to
                FIC  Computer  for  data  processing  services  provided
                during 1996, 1995 and 1994, respectively.

                10.  COMMITMENTS AND CONTINGENCIES 
 
               INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                NOTES TO STATUTORY FINANCIAL STATEMENTS

                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
                transactions, ILCO contributed the shares acquired by it
                to the unassigned surplus of  the Company.  As a result,
                Meridian  Life  is  a  wholly-owned  subsidiary  of  the
                Company.   Subsequent to  the purchase,  Meridian Life's
                name  was officially changed to Investors Life Insurance
                Company of Indiana.   

                            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,  1996  and 1995,  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, 1996.
                These financial statements are the responsibility of the
                Company's management.   Our responsibility is to express
                an  opinion on these  financial statements based  on our
                audits.

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

                As  described in Note 1, these financial statements were
                prepared   in  conformity   with  accounting   practices
                prescribed or permitted  by the Insurance  Department of
                the  State  of Washington,  which practices  differ from
                generally accepted  accounting principles.   The effects
                on the financial statements of the variances between the
                statutory  basis  of accounting  and  generally accepted
                accounting   principles,    although   not    reasonably
                determinable, are presumed to be material.

                In our  opinion, because of  the effects of  the matters
                referred to  in the  preceding paragraph, the  financial
                statements referred to  above do not present  fairly, in
                conformity    with    generally    accepted   accounting
                principles,  the financial  position  of Investors  Life
                Insurance  Company of North America at December 31, 1996
                and 1995, and the results of its operations and its cash
                flows for  each of the  three years in the  period ended
                December 31, 1996. 

                Also, in our opinion,  the financial statements referred
                to above present  fairly, in all material  respects, the
                statutory financial position of Investors Life Insurance
                Company of North America at  December 31, 1996 and 1995,
                and the results of its operations and its cash flows for
                each of the three years in the period ended December 31,
                1996, on the basis of accounting described in Note 1.



                Price Waterhouse LLP
                Dallas, Texas
                March 25, 1997

                     

                                 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, 1996

                               Individual Statements of  Operations, For
                               the Year Ended December 31, 1996

                               Individual Statements of Changes in Total
                               Assets, For the Years  Ended December 31,
                               1996 and December 31, 1995

                               Notes to Financial Statements

                               Report of Independent Accountants

                         (ii)  Depositor:

                               Statutory Balance  Sheets, as of December
                               31, 1996 and December 31, 1995

                               Statutory Statements  of Operations,  for
                               the  Years   Ended  December   31,  1996,
                               December 31, 1995 and December 31, 1994

                               Statutory   Statements   of   Changes  in
                               Capital and Surplus,  for the Years Ended
                               December 31, 1996, December  31, 1995 and
                               December 31, 1994

                               Statutory Statements  of Cash  Flows, for
                               the  Years   Ended  December   31,  1996,
                               December 31, 1995 and December 31, 1994 

                                           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

                Eugene E. Payne              Executive  Vice  President,
                                             Chief  Operations   Officer
                                             and Secretary; Director

                Jeffrey H. Demgen            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          Underwriter;
                                             Director

                Steven P. Schmitt            Senior  Vice President  and
                                             Assistant        Secretary;
                                             Director

                David C. Hopkins             Senior  Vice President  and
                Controller 

                Thomas C. Richmond           Senior Vice President

                Walter Reed                  Senior Vice President


                                           C-2

                Name and Principal           Position and Offices
                Business Address*            with Depositor       

                John M. Welliver             Senior Vice President

                Roberta A. Mitchell          Senior Vice President

                John W. Peasley              Senior Vice President

                Bradley A. Groff             Senior Vice President

                Laurie C. Black              Senior Vice President

                Ricardo A. Cruz              Vice President

                Richard M. Getter            Vice President

                Robert D. Rue                Vice President

                Peter A. Tritz               Vice President

                Cindy Gunderson              Vice President

                Cindy Hall-Davis             Vice President

                Laurie Cleveland             Vice President

                Sherry Jennings              Vice President

                Sherry Stroud                Vice President

                Joanne Shattuck              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)

                                      :
                                      :
                                      :  46.00%

                     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, 1996 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..................................
                158
                          Non-qualified..............................
                80

                (ii)     Growth and Income II Division:
                          Qualified..................................
                629
                          Non-qualified..............................
                173 

                (iii)    Income Division:
                          Qualified..................................
                179 
                          Non-qualified..............................
                164 

                (iv)     Voyager Division
                          Qualified...................................
                44 
                          Non-qualified...............................
                18 

                     

                                           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

                Roberta A. Mitchell                President; Director

                Ricardo A. Cruz                    Treasurer

                David C. Hopkins                   Assistant Treasurer

                Theodore A. Fleron                 Secretary



                *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, 1996:

                     (1) Net underwriting discounts
                         and commissions*........................$ 738.35

                     (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. 22 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 23rd day of April, 1997.


                                    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.
                22  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
                                                   Principal  Accounting
                                                   Director Officer

                /s/ Eugene E. Payne               /s/ Theodore A. Fleron
                    Eugene E. Payne                   Theodore A. Fleron   
                Director                           Director

                /s/ Jeffrey H. Demgen             /s/ Steven P. Schmitt       
                    Jeffrey H. Demgen                 Steven P. Schmitt    
                 
                Director                           Director

                /s/ Dale E. Mitte                  /S/ Dale E. Mitte     
                    Dale E. Mitte                      Dale E. Mitte


                                          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) *                       E  x  p  e  n  s  e
                                                   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
                                                   I n v e s t m e n t
                                                   Management,    Inc.).
                                                   Filed   with    Post-
                                                   Effective   Amendment
                                                   No.  20  dated  April
                                                   14,     1995      and
                                                   incorporated       by
                                                   reference. 

                Exhibit No.         Page No.            Description


                     9                             Opinion  of   counsel
                                                   as  to  the  legality
                                                   of   the   securities
                                                   filed    with    Pre-
                                                   E f f e c t i v e :
                                                   Amendment (Form  S-6)
                                                   dated  June  3, 1982,
                                                   and  incorporated  by
                                                   reference.


                     10(a)            198          C o n s e n t     o f
                                                   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             199            Financial        Data
                Schedule


                 *   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. 22 to the Registration Statement
                on Form N-4 (No. 2-77712)  of our report dated March 25,
                1997 relating  to the statutory financial  statements of
                Investors Life Insurance Company of North America and of
                our  report  dated  February 19,  1997  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 21, 1997 






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