INVESTORS LIFE INSURANCE CO OF NORTH AMERICA SEPARATE ACC I
485BPOS, 2000-04-28
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As Filed with the Securities and
Exchange Commission on April 28, 2000

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

         Amendment No.               26                                 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 May 1, 2000,  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 21, 2000.

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


<PAGE>


                              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
<PAGE>


                                   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 46 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.

May 1, 2000


<PAGE>


                                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                                                         27
The Annuity Period                                                  30
Death Benefits                                                      33
Purchases and Contract Values                                       35
Redemptions                                                         39
Federal Tax Status                                                  41
Legal Proceedings                                                   45
Table of Contents of the Statement of
  Additional Information                                            46
Appendix - Examples of Deferred Sales                               47
  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-


<PAGE>


                                   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.

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:  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.

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  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.

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 Putnam
Variable Trust was known as Putnam Capital Manager Trust.

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

                                       -3-

<PAGE>

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.

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-

<PAGE>



                                  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  was issued.  See "The  Annuity  Period - Annuity  Payout
Options", page 31, and "Limitation on Contract Rights", page 28.

The Contracts offer Accumulation Units in up to five 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 30.

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 33.

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 39 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 41.

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.

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 27.

o    The Contracts  include a limited right of  cancellation.  See "Redemption -
     Right to Cancel", page 40.


                                       -5-

<PAGE>

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 when 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-

<PAGE>


                                  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 II Voyager Division Division (5)
Division Division

<TABLE>
<S>                                   <C>         <C>               <C>            <C>
                                                                   Growth
                                     Money                          and
                                     Market      Income           Income II        Voyager
                                     Division    Division (5)     Division        Division


A.       Contract owner
         Transaction Expenses
         Deferred Sales
         Charge (maximum, as
         a percentage of amount
         Surrendered (1)                   7%             7%             7%             7%

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

B.       Annual Contract Fee(3)        $30.00         $30.00         $30.00         $30.00

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

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

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

D.       Annual Fund Expenses
         (as a percentage of
         Fund average net
         assets) (4)

         Management Fees                  0.41%         0.60%         0.46%           0.53%
         All Other Expenses               0.08%         0.07%         0.04%           0.04%

         Total Annual Fund
         Expenses                         0.49%         0.67%         0.50%           0.57%


</TABLE>

                                       -7-
<PAGE>


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  fiscal  year 1999.  The  inclusion  of the 1999 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.

(5)  On April 9, 1999, Putnam U.S. Government and High Quality Bond Fund changed
     its name to name to Putnam Income Fund. In addition,  the Fund's investment
     policy changed. Prior to April, 9, 1999, the Fund's policies required it to
     invest at least 25% of its assets in U.S. Government securities and limited
     the amount of assets invested in securities rated below "A".  Consequently,
     the historic  information listed in this Expenses Table with respect to the
     Income  Division  does not reflect the  performance  of Putnam  Income Fund
     under the Fund's current  investment  policies or its current  distribution
     policies.

















                                       -8-

<PAGE>


                                    EXAMPLES


<TABLE>
<S>                                                   <C>                 <C>              <C>               <C>
                                                                                         Growth
                                                     Money                                 and
                                                     Market              Income          Income II         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                                      $ 90.67            $ 92.42           $ 90.76          $ 91.45
          3 years                                      112.02             117.45            112.32           114.44
          5 years                                      133.34             142.86            133.86           137.50
         10 years                                      213.12             232.90            214.22           221.95

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                                      $ 90.67            $ 92.42           $ 90.76          $ 91.45
          3 years                                      112.02             117.45            112.32           114.44
          5 years                                      133.34             142.86            133.86           137.50
         10 years                                      213.12             232.90            214.22           221.95


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                                     $  18.46            $ 20.35           $ 18.56          $ 19.30
          3 years                                       57.14              62.87             57.46            59.69
          5 years                                       98.30             107.96             98.84           102.60
         10 years                                      213.12             232.90            214.22           221.95

</TABLE>
                                       -9-
<PAGE>


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-

<PAGE>

                              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



  1999            $  2.2345              $  2.3146                506,682

  1998            $  2.1487              $  2.2336                593,464

  1997            $  2.0665              $  2.1483                684,786

  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






                                      -11-

<PAGE>

                              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


  1999            $  2.2186                 $  2.2980             899,105

  1998            $  2.1336                 $  2.2177             968,809

  1997            $  2.0518                 $  2.1332           1,065,062

  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









                                      -12-

<PAGE>

                         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


  1999            $  8.6861                  $  8.7098             2,193,483

  1998            $  7.6501                  $  8.6752             2,497,011

  1997            $  6.1814                  $  7.6183             2,818,975

  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



* = 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-

<PAGE>


                         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


  1999             $  7.4525                  $  7.4762            1,390,750

  1998             $  6.5538                  $  7.4431            1,557,788

  1997             $  5.2962                  $  6.5265            1,753,068

  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



* = 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-

<PAGE>


                                                  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


  1999                  $  3.6743              $  3.5263           552,236

  1998                  $  3.4216              $  3.6429           772,236

  1997                  $  3.1564              $  3.4066           920,186

  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



                                      -15-

<PAGE>

                                 INCOME DIVISION
                                NON-TAX QUALIFIED

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


  1999            $  3.6318                $  3.4861              1,582,528

  1998            $  3.3804                $  3.6001              1,781,007

  1997            $  3.1183                $  3.3656              1,981,587

  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





                                      -16-

<PAGE>

                               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


  1999            $  3.8073                   $  5.9953             698,305

  1998            $  3.1133                   $  3.8346             714,343

  1997            $  2.4606                   $  3.1215             738,882

  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



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



                                      -17-

<PAGE>



                               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


  1999               $  3.8026               $  5.9881            677,689

  1998               $  3.1078               $  3.8299            679,382

  1997               $  2.4563               $  3.1160            653,214

  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


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

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

                                      -18-

<PAGE>

     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-

<PAGE>

                      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 Fund. Prior
to the  substitution  of shares of certain  series 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 "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.

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.



                                      -20-


<PAGE>

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 Income Fund seeks high current income consistent with what Putnam
     Management believes to be prudent risk.

     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.

     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.

     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.

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.

The shares of each Fund of Putnam  Variable  Trust are  available on to serve as
the  underlying  investment  for variable  annuity and variable  life  insurance
contracts.  It is possible that, in the future,  it may be  disadvantageous  for
variable annuity and variable life insurance separate

                                      -21-

<PAGE>

accounts to invest in the Funds  simultaneously.  The  Insurance  Company is not
currently  aware  of any  such  disadvantages.  It  should  be  noted  that  the
prospectus of Putnam  Variable Trust states that the Trustees of the Fund intend
to monitor  events in order to identify  any material  irreconcilable  conflicts
which may possibly arise and to determine what action,  if any,  should be taken
in response to such conflicts.

In  addition,  shares  of the  Funds  are sold to  separate  accounts  of other,
unaffiliated, insurance companies, a practice which is known as "mixed funding."
As a result,  there is a possibility that a material  conflict may arise between
the interests of Owners of variable  annuity  contracts  issued by the Insurance
Company and owners of contracts issued by such other, unaffiliated, insurers. In
the event of any such  material  conflicts,  we will consider what action may be
appropriate under the circumstances.  For a description of the risk which may be
involved with mixed funding, please refer to the discussion in the prospectus of
Putnam Variable Trust.

Putnam  Management is the investment  adviser to Putnam Variable  Trust.  Putnam
Management  is 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 10, 1998,  Putnam  Management  agreed to reimburse  the Insurance
Company for certain costs that it incurred in  connection  with the servicing of
Contracts.  The amount of this  reimbursement  was 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.
As of April 10, 1998,  the  reimbursement  arrangement  was terminated by mutual
agreement between Putnam Management and the Insurance Company.

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.







                                      -22-
<PAGE>


                                  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-

<PAGE>

                             DEDUCTIONS AND EXPENSES


A. CONTRACT CHARGES:

The following deductions are made under the Contracts:

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

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

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

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

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




                                      -24-

<PAGE>

     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 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.


                                      -25-
<PAGE>

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

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

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


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.

                                      -26-


<PAGE>

                GENERAL DESCRIPTION OF VARIABLE ANNUITY CONTRACTS

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

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

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

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

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

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.

                                      -27-

<PAGE>

     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.

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.

                                      -28-
<PAGE>


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 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.


                                      -29-
<PAGE>


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.


                               THE ANNUITY PERIOD


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

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

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

                                      -30-

<PAGE>

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.

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.


                                      -31-

<PAGE>

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

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

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

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

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

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





                                      -32-
<PAGE>



                                 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:

     o    Accumulation  Period - If the Owner of the Contract and the  Annuitant
          is the same  person,  the  Contract  provides  that if the Owner  dies
          before annuity payments  commence,  death proceeds must be distributed
          to the  designated  beneficiary  within  5 years  after  death  of the
          Owner/Annuitant.


                                      -33-

<PAGE>

          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
          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.


                                      -34-

<PAGE>

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

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

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


                          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


                                      -35-

<PAGE>

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.

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.







                                      -36-

<PAGE>

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

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

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



                                      -37-

<PAGE>

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 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.










                                      -38-

<PAGE>

                                   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 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.



                                      -39-

<PAGE>

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.

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.






                                      -40-

<PAGE>

                               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.

In order for a variable  annuity  contract  to qualify  for  deferral on Federal
income taxes on income  credited to the contract,  the assets in the  segregated
asset  account  supporting  the contract  must be  considered to be owned by the
Insurance  Company,  and not by the owner of the variable annuity contract.  The
Internal  Revenue  Service  ("IRS") has issued certain rulings which discuss the
matter  of  investor  control  of  the  assets  supporting  a  variable  annuity
contracts.  In its  rulings,  the IRS  has  stated  that  certain  incidents  of
ownership  by the  contract  owner,  such as the  ability to select and  control
investments in a segregated  asset account,  will cause the contract owner to be
taxed as the owner of the assets for Federal income tax purposes.  In addition ,
in its explanation of the temporary regulations adopted under Section 817 of the
Code,  the Treasury  Department  noted that the  temporary  regulations  "do not
provide guidance  concerning the  circumstances in which investor control of the
investments  of a segregated  asset account may cause the investor,  rather than
the insurance company, to be treated as the owner of the assets in the Account."
That explanation also indicated that "the temporary  regulations provide that in
appropriate cases a segregated asset account may include multiple  sub-accounts,
but  do  not  specify  the  extent  to  which  policyholders  may  direct  their
investments to a particular  sub-account  without being treated as the owners of
the  underlying  assets.  Guidance on this and other  issues will be provided in
regulations or revenue rulings under Section 817(d),  relating to the definition
of variable  contract." The final  regulations  issued under Section 817 did not
provide such guidance  regarding  investor  control,  and as of the date of this
prospectus,  no other such guidance has been issued.  The Insurance Company does
not know  if,  or in what  form,  such  guidance  will be  issued.  Nor does the
Insurance  Company  know  whether  any  such  guidance,   if  issued,  would  be
implemented  on a  prospective  basis  only,  or  if a  ruling  would  be  given
retroactive effect.


                                      -41-

<PAGE>

Accordingly,  there is a certain degree of uncertainty as to whether an Owner of
the variable annuity contracts  described in this prospectus would be considered
the owner of the underlying assets for Federal income tax purposes.


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  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.



                                      -42-

<PAGE>

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

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

Tax Qualified Contracts:

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

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

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

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

With respect to contracts  issued in  connection  with  Section  403(b)  annuity
plans,  the Code  restricts  the  distribution  under such  contracts of certain
amounts which are derived from contract


                                      -43-

<PAGE>

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,  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.

                                      -44-

<PAGE>

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.

                                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


                                      -45-
<PAGE>


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 of this Prospectus. The
Insurance  Company  believes  that the suit is  without  merit  and  intends  to
vigorously defend this matter.

In August,  1997,  another  individual  filed a similar action in Travis County,
Texas against the corporate entities  identified above. The lawsuit involves the
same type of policy and includes  allegations which are substantially  identical
to the  allegations  in the first action.  The named  plaintiff also seeks class
certification.  The  Company  believes  that  the  court  would  consider  class
certification  with  respect  to only one of these  actions.  The  Company  also
believes that this action 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
                                      o                The Separate Account
                                      o                The Insurance Company




                                      -46-

<PAGE>

                                    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.



                                      -47-

<PAGE>

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":





                                      -48-

<PAGE>

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

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

                                  $8,000                         $6,940

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

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


                         Net
                      Chargeable          Applicable            Sales
Contract Year         Amount              Percentages           Charge

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

                          $6,940                                 $137.80

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




                                      -49-

<PAGE>

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

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







                                      -50-

<PAGE>

                      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






                                      -51-

<PAGE>

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 May 1, 2000),  describing the Individual
Flexible  Payment  Variable  Annuity  Contracts.  Please  send  me a copy of the
Statement of Additional Information pertaining to such Contracts.
                                 (Please Print)


                          NAME:


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


                          City              State             Zip







                                      -53-

<PAGE>

                               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  May 1,  2000).  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:





                                      -54-

<PAGE>

Investors Life Insurance
Company of North America

701 Brazos Street
Austin, Texas 78701




ILG Securities Corporation

701 Brazos Street
Austin, Texas 78701







                                   PROSPECTUS

                                   May 1, 2000





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



<PAGE>

ILCO Investors Life Insurance
Company



701 Brazos Street
Austin, Texas 78701






ILG Securities Corporation

701 Brazos Street
Austin, Texas 78701






                                   PROSPECTUS

                                   May 1, 2000





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


<PAGE>

                                   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" 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 46 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.

May 1, 2000

<PAGE>


                                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                                                  27
The Annuity Period                                           31
Death Benefits                                               34
Purchases and Contract Values                                36
Redemptions                                                  39
Federal Tax Status                                           41
Legal Proceedings                                            46
Table of Contents of the Statement of
  Additional Information                                     46





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-

<PAGE>

                                   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.

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:  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.

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  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.

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 Putnam
Variable Trust was known as Putnam Capital Manager Trust.

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

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.


                                       -3-

<PAGE>

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.

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-

<PAGE>

                                  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 31, and "Limitation on Contract Rights", page 28.

The Contracts offer Accumulation Units in up to five 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 31.

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 34.

     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  39 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 41.

     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.

     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 27.

     o    The Contracts include a limited right of cancellation. See "Redemption
          - Right to Cancel", page 40.

                                       -5-

<PAGE>

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-

<PAGE>

                                  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.
<TABLE>
<S>                                    <C>                 <C>                  <C>            <C>
                                                                               Growth
                                       Money                                    and
                                       Market             Income              Income II      Voyager
                                       Division           Division (5)        Division       Division

A.       Contract owner
         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                          0.41%                 0.60%             0.46%             0.53%
  All Other Expenses                       0.08%                 0.07%             0.04%             0.04%
  Total Fund Annual
  Expenses                                 0.49%                 0.67%             0.50%             0.57%

</TABLE>

                                       -7-

<PAGE>

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 during
     fiscal year 1999.  The  inclusion of the 1999 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.

(5)  On April 9, 1999, Putnam U.S. Government and High Quality Bond Fund changed
     its name to name to Putnam Income Fund. In addition,  the Fund's investment
     policy changed. Prior to April, 9, 1999, the Fund's policies required it to
     invest at least 25% of its assets in U.S. Government securities and limited
     the amount of assets invested in securities rated below "A".  Consequently,
     the historic  information listed in this Expenses Table with respect to the
     Income  Division  does not reflect the  performance  of Putnam  Income Fund
     under the Fund's current  investment  policies or its current  distribution
     policies.







                                       -8-

<PAGE>

                                    EXAMPLES
<TABLE>
<S>                                   <C>            <C>              <C>             <C>

                                                                    Growth
                                     Money                            and
                                     Market         Income          Income II        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                    $ 90.56         $ 92.32         $ 90.66          $ 91.34
            3 years                    111.70          117.13          112.00           114.12
            5 years                    132.79          142.13          133.31           136.95
           10 years                    211.93          231.74          213.04           220.78

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                      $ 90.56        $ 92.32         $ 90.66          $ 91.34
            3 years                     111.70         117.13          112.00           114.12
            5 years                     132.79         142.13          133.31           136.95
           10 years                     211.93         231.74          213.04           220.78
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                     $ 18.35         $ 20.24         $ 18.45         $ 19.19
            3 years                      56.80           62.53           57.12           59.35
            5 years                      97.73          107.39           98.27          102.03
           10 years                     211.93          231.74          213.04          220.78

</TABLE>

                                       -9-

<PAGE>

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-

<PAGE>

                              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


  1999             $  2.2345               $  2.3146                  506,682

  1998             $  2.1487               $  2.2336                  593,464

  1997             $  2.0665               $  2.1483                  684,786

  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

                                      -11-

<PAGE>

                              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



  1999                 $  2.2186              $  2.2980               899,105

  1998                 $  2.1336              $  2.2177               968,809

  1997                 $  2.0518              $  2.1331             1,065,062

  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














                                      -12-

<PAGE>


                         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



  1999             $  8.6861                $  8.7098            2,193,483

  1998             $  7.6501                $  8.6752            2,497,011

  1997             $  6.1814                $  7.6183            2,818,975

  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




* = 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-

<PAGE>

                         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



  1999             $  7.4525                $  7.4762             1,390,750

  1998             $  6.5538                $  7.4431             1,557,788

  1997             $  5.2962                $  6.5265             1,753,068

  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




* = 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-
<PAGE>



                                 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


  1999             $  3.6743                  $  3.5263              552,236

  1998             $  3.4216                  $  3.6748              772,236

  1997             $  3.1564                  $  3.4066              920,186

  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







                                      -15-

<PAGE>


                                 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


  1999            $  3.6318                 $  3.4861               1,582,528

  1998            $  3.3804                 $  3.6322               1,781,007

  1997            $  3.1183                 $   3.365               1,981,587

  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










                                      -16-

<PAGE>

                               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


  1999             $  3.8073              $  5.9953                  698,305

  1998             $  3.1133              $  3.8346                  714,343

  1997             $  2.4606              $  3.1215                  738,882

  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






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





                                      -17-

<PAGE>

                               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


  1999              $  3.8026                $  5.9881            677,689

  1998              $  3.1078                $  3.8299            679,382

  1997              $  2.4563                $  3.1160            653,214

  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



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



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-

<PAGE>

     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-

<PAGE>

                      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,
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 certain  series 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 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.

                                      -20-

<PAGE>

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 Income Fund seeks high current income consistent with what Putnam
     Management believes to be prudent risk.

     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.

     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.

     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.

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.


                                      -21-

<PAGE>


The shares of each Fund of Putnam  Variable  Trust are  available on to serve as
the  underlying  investment  for variable  annuity and variable  life  insurance
contracts.  It is possible that, in the future,  it may be  disadvantageous  for
variable annuity and variable life insurance  separate accounts to invest in the
Funds  simultaneously.  The Insurance Company is not currently aware of any such
disadvantages.  It should be noted that the prospectus of Putnam  Variable Trust
states  that the  Trustees  of the Fund  intend  to  monitor  events in order to
identify any material  irreconcilable  conflicts which may possibly arise and to
determine what action, if any, should be taken in response to such conflicts.

In  addition,  shares  of the  Funds  are sold to  separate  accounts  of other,
unaffiliated, insurance companies, a practice which is known as "mixed funding."
As a result,  there is a possibility that a material  conflict may arise between
the interests of Owners of variable  annuity  contracts  issued by the Insurance
Company and owners of contracts issued by such other, unaffiliated, insurers. In
the event of any such  material  conflicts,  we will consider what action may be
appropriate under the circumstances.  For a description of the risk which may be
involved with mixed funding, please refer to the discussion in the prospectus of
Putnam Variable Trust.


Putnam  Investment  Management,  Inc.  ("Putnam  Management")  is the investment
adviser to Putnam Variable Trust. Putnam Management is 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 10, 1998,  Putnam  Management  agreed to reimburse  the Insurance
Company for certain costs that it incurred in  connection  with the servicing of
Contracts.  The amount of this  reimbursement  was 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.
As of April 10, 1998,  the  reimbursement  arrangement  was terminated by mutual
agreement between Putnam Management and the Insurance Company.

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.





                                      -22-

<PAGE>

                                  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.




                                      -23-

<PAGE>

                             DEDUCTIONS AND EXPENSES


A.   CONTRACT CHARGES:

     The following deductions are made under the Contracts:

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

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

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

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

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

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

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

                                      -24-

<PAGE>

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

                   Contract Year                       Percentage Charge

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

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

          An amount up to 10% of the  Purchase  Payment may be  withdrawn in any
          one Contract Year without charge. Federal penalty taxes may be imposed
          on early withdrawals.

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

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

          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.

                                      -25-

<PAGE>

          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  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.







                                      -26-

<PAGE>

                GENERAL DESCRIPTION OF VARIABLE ANNUITY CONTRACTS

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

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

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

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

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

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


                                      -27-
<PAGE>

     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.

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.

                                      -28-

<PAGE>

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 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.

                                      -29-

<PAGE>

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.








                                      -30-

<PAGE>

                               THE ANNUITY PERIOD

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


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


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

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.

                                      -31-

<PAGE>

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.

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.



                                      -32-

<PAGE>

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

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


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

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

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




                                      -33-

<PAGE>

                                 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.

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

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

     o    Accumulation  Period - If the Owner of the Contract and the  Annuitant
          is the same  person,  the  Contract  provides  that if the Owner  dies
          before annuity payments  commence,  death proceeds must be distributed
          to the  designated  beneficiary  within  5 years  after  death  of the
          Owner/Annuitant. Alternatively, if the designated

                                      -34-

<PAGE>

          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
          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.




                                      -35-

<PAGE>

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

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

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


                          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


                                      -36-

<PAGE>

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 the 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.

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.

                                      -37-

<PAGE>

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 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.






                                      -38-

<PAGE>

                                   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 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.






                                      -39-

<PAGE>

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 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.








                                      -40-

<PAGE>

                               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 so as to meet such requirements.

In order for a variable  annuity  contract  to qualify  for  deferral on Federal
income taxes on income  credited to the contract,  the assets in the  segregated
asset  account  supporting  the contract  must be  considered to be owned by the
Insurance  Company,  and not by the owner of the variable annuity contract.  The
Internal  Revenue  Service  ("IRS") has issued certain rulings which discuss the
matter  of  investor  control  of  the  assets  supporting  a  variable  annuity
contracts.  In its  rulings,  the IRS  has  stated  that  certain  incidents  of
ownership  by the  contract  owner,  such as the  ability to select and  control
investments in a segregated  asset account,  will cause the contract owner to be
taxed as the owner of the assets for Federal income tax purposes.  In addition ,
in its explanation of the temporary regulations adopted under Section 817 of the
Code,  the Treasury  Department  noted that the  temporary  regulations  "do not
provide guidance  concerning the  circumstances in which investor control of the
investments  of a segregated  asset account may cause the investor,  rather than
the insurance company, to be treated as the owner of the assets in the Account."
That explanation also indicated that "the temporary  regulations provide that in
appropriate cases a segregated asset account may include multiple  sub-accounts,
but  do  not  specify  the  extent  to  which  policyholders  may  direct  their
investments to a particular  sub-account  without being treated as the owners of
the  underlying  assets.  Guidance on this and other  issues will be provided in
regulations or revenue rulings under Section 817(d),  relating to the definition
of variable  contract." The final  regulations  issued under Section 817 did not
provide such guidance  regarding  investor  control,  and as of the date of this
prospectus, no other such guidance has been


                                      -41-

<PAGE>

issued.  The Insurance  Company does not know if, or in what form, such guidance
will be issued.  Nor does the Insurance  Company know whether any such guidance,
if issued,  would be  implemented  on a  prospective  basis only, or if a ruling
would be given  retroactive  effect.  Accordingly,  there is a certain degree of
uncertainty as to whether an Owner of the variable annuity  contracts  described
in this  prospectus  would be considered the owner of the underlying  assets for
Federal income tax purposes.

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  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


                                      -42-

<PAGE>

is other than the Annuitant, the Code (as amended by the Tax Reform Act of 1986)
provides that the penalty tax is  applicable to the taxable  portion of payments
required to be made under the Contract following the death of the Annuitant.

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

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


Tax Qualified Contracts:

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

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

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

Under the Code (as amended by the Tax Reform act of 1986), certain distributions
prior to age


                                      -43-

<PAGE>

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.

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.

                                      -44-

<PAGE>

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 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.

                                      -45-

<PAGE>

For complete  information on particular Federal and state tax considerations,  a
qualified tax advisor should be consulted.

                                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 of this
Prospectus.  The Insurance  Company  believes that the suit is without merit and
intends to vigorously defend this matter.

In August,  1997,  another  individual  filed a similar action in Travis County,
Texas against the corporate entities  identified above. The lawsuit involves the
same type of policy and includes  allegations which are substantially  identical
to the  allegations  in the first action.  The named  plaintiff also seeks class
certification.  The  Company  believes  that  the  court  would  consider  class
certification  with  respect  to only one of these  actions.  The  Company  also
believes that this action 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
                           o        The Separate Account
                           o        The Insurance Company


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

                                      -46-
<PAGE>


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 May 1, 2000) 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








                                      -47-

<PAGE>

                               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 May 1, 2000). 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:




                                      -48-
<PAGE>


Investors Life Insurance
Company of North America



701 Brazos Street
Austin, Texas 78701




ILG Securities Corporation

701 Brazos Street
Austin, Texas 78701







                                   PROSPECTUS

                                   May 1, 2000





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



<PAGE>


ILCO Investors Life Insurance
Company



701 Brazos Street
Austin, Texas 78701





ILG Securities Corporation

701 Brazos Street
Austin, Texas 78701







                                   PROSPECTUS

                                   May 1, 2000





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


<PAGE>






                       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.





 May 1, 2000


<PAGE>





                                TABLE OF CONTENTS




Item                                                                   Page

General Information and History........................................  3
Services...............................................................  4
Purchase of Securities Being Offered...................................  5
Principal Underwriter..................................................  5
Yield Quotations of Money Market Division..............................  6
Annuity Payments.......................................................  8
Additional Information................................................. 11

Financial Statements
The Separate Account................................................... 12
The Insurance Company.................................................. 25






                                       -2-

<PAGE>

                         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 Texas.

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 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 (as of April 1, 2000):  (i) Financial  Industries  Corporation
("FIC")  directly and indirectly  owns  approximately  47.52% of the outstanding
common stock of ILCO; FIC is a  publicly-owned  Texas  corporation;  (ii) Roy F.
Mitte is the beneficial owner of 30.71% of the common stock of FIC. The combined
beneficial  ownership of Mr. Mitte with respect to ILCO's common  stock,  taking
into account  FIC's  47.52%  interest in ILCO's  common  stock,  is 48.24%.  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 North
America  ("Investors-NA"),  a  wholly-owned  subsidiary of ILCO, is the owner of
106,800 shares of ILCO's common stock and the beneficial owner of 563,120 shares
of ILCO's common stock owned by Investors Life Insurance Company

                                       -3-

<PAGE>

of Indiana (formerly  InterContinental Life Insurance Company) ("Investors-IN").
The beneficial ownership of Investors-NA  represents 8.10% of ILCO's outstanding
common stock.  Investors-IN is a wholly-owned  subsidiary of  Investors-NA.  The
administrative  offices of Investors-NA  Investors-IN  are located at 701 Brazos
Street,  Austin,  Texas 78701;  (iv)  Investors-IN owns 563,120 shares of ILCO's
common stock (or 6.80%); (v) Fidelity Management & Research Company ("Fidelity")
owns 867,800  shares of ILCO's common  stock,  as reported to ILCO on a Schedule
13(G) and a Schedule  13(G)/A filed by FMR  Corporation,  the parent  company of
Fidelity Management & Research Company  ("Fidelity").  According to the Schedule
13(G) and the  Schedule  13(G)/A,  Fidelity  acts as  investment  advisor to the
Fidelity Low-Priced Stock Fund, a registered investment company, and the Fund is
the owner of 878,100 shares of ILCO common stock,  including 10,300 shares which
were purchased subsequent to the Schedule 13(G)/A filed on February 1, 1999. The
most recent  Schedule  13(G)/A was filed on February  14,  2000.  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,  1999,
approximately     15.1%       of the assets of the Growth and Income II Division
and     72.7%      of the assets of the Voyager  Division were  attributable  to
such contributed capital.


                                    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

                                       -4-
<PAGE>

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:

PricewaterhouseCoopers  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,  PricewaterhouseCoopers
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.

                              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 1997 to 1999, with respect to the Contracts:

         Year                        Amount

         1999                        $   210

         1998                        $    66

         1997                        $  784


                                       -5-
<PAGE>


(d)  Prior to April  10,  1998,  Putnam  Investment  Management,  Inc.  ("Putnam
     Management"),  the  Fund's  investment  adviser,  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 was 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
     January 1, 1998 to April 9, 1998,  the amount of this  reimbursement  was $
     19,140. As of April 10, 1998, the reimbursement  arrangement was terminated
     by mutual agreement between Putnam Management and the Insurance Company.


                    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, 1999,  the  annualized  "current  yield" for the tax  qualified and
non-tax qualified subdivisions of the Money Market Divisions was     4.97 %
for Single Payment Contracts and     4.95 %      for Flexible Payment Contracts.
The annualized  "effective  yield" of each such  subdivision for such period was
    5.19 %      for Single  Payment  Contracts  and     5.17 %      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

                                       -6-
<PAGE>

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.

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.





                                       -7-
<PAGE>

                                ANNUITY PAYMENTS


Annuity Payments - General:

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

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

Value of an Annuity Unit:

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

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.


                                       -8-
<PAGE>

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.

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

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

                                       -9-
<PAGE>

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.



                                      -10-
<PAGE>

                             ADDITIONAL INFORMATION


o    Mortality and Expense Risk Deduction:

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

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

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

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



                              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.



                                      -11-
<PAGE>

                                    INVESTORS
                             LIFE INSURANCE COMPANY
                                OF NORTH AMERICA
                         (Herein called Investors Life)

                               SEPARATE ACCOUNT I
                              FINANCIAL STATEMENTS
                               December 31, 1999
                                   (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

                                      -12-

<PAGE>

                       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, 1999, 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 in the United  States.  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 in the
United  States  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  which  included  confirmation  of  securities  at  December  31, 1999 by
correspondence  with the  underlying  funds  provide a reasonable  basis for the
opinion expressed above.

PricewaterhouseCoopers LLP
Dallas, Texas
February 22, 2000

                                      -13-

<PAGE>


INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
SEPARATE ACCOUNT I
COMBINED BALANCE SHEET
Year Ended December 31, 1999

ASSETS


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

Putnam Variable Trust Money Market

1,172,768 qualified shares                (Cost $1,172,828)        $  1,172,768
2,066,171 non-qualified shares            (Cost $2,066,171)           2,066,171

Putnam Variable Trust Income Fund U.S.
Government and High Quality Bond
(formerly US Government and High
Quality Bond)

155,742 qualified shares                   (Cost $2,192,957)          1,949,894
440,643 non-qualified shares               (Cost $5,842,750)          5,516,851

Putnam Variable Trust Growth and Income

629,836 qualified shares                   (Cost $15,012,363)        16,879,608
83,028 shares owned by Investors Life      (Cost $1,979,000)          2,225,149
304,717 non-qualified shares               (Cost $7,065,759)          8,166,403
83,252 shares owned by Investors Life      (Cost $1,930,451)          2,231,161

Putnam Variable Trust Voyager

17,946 qualified shares                    (Cost $537,566)            1,188,893
45,247 shares owned by Investors Life      (Cost $1,355,402)          2,997,638
16,061 non-qualified shares                (Cost $471,451)            1,064,022
45,193 shares owned by Investors Life      (Cost $1,326,614)          2,994,058

Total Assets                                                       $ 48,452,616

CONTRACT OWNERS' EQUITY

Contract Owners' Equity (Notes 3 and 6):


Putnam Variable Trust Money Market

506,682   qualified accumulation
          units outstanding               ($2.3146040 Per Unit)   $  1,172,768
899,105   non-qualified accumulation
          units outstanding               ($2.2980310 Per Unit)      2,066,171

Putnam Variable Trust Income
(formerly U.S. Government and
High Quality Bond)

552,955   qualified accumulation
          units outstanding               ($3.5263160 Per Unit)      1,949,894
1,582,528 non-qualified accumulation
          units outstanding               ($3.4861000 Per Unit)      5,516,851

Putnam Variable Trust Growth and Income

1,938,006 qualified accumulation
          units outstanding               ($8.7097810 Per Unit)     16,879,608
255,477   Investors Life equity           ($8.7097810 Per Unit)      2,225,149
1,092,316 non-qualified accumulation
          units outstanding               ($7.4762280 Per Unit)      8,166,403
298,434   Investors Life equity           ($7.4762280 Per Unit)      2,231,161

Putnam Variable Trust Voyager

198,305   qualified accumulation
          units outstanding               ($5.9952760 Per Unit)      1,188,893
500,000   Investors Life equity           ($5.9952760 Per Unit)      2,997,638
177,689   non-qualified accumulation
          units outstanding               ($5.9881160 Per Unit)      1,064,022
500,000   Investors Life equity           ($5.9881160 Per Unit)      2,994,058

Contract Owners' Equity                                           $ 48,452,616

The accompanying notes are an integral part of these financial statements

                                      -14-
<PAGE>

INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
SEPARATE ACCOUNT I
INDIVIDUAL STATEMENTS OF OPERATIONS
Period Year December 31, 1999

                                                 Putnam              Putnam
                                             Variable Trust      Variable Trust
                                                  Money              Money
                                                  Market             Market
                                                Qualified        Non-Qualified
Investment Income:
Dividends                                         $57,734            $100,984

Expenses:
Mortality risk and expense
fees guarantees (Notes 1 and 3)                    14,831              25,566

Investment income - net                            42,903              75,418


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                        211,767           183,191
Cost of shares sold                                 211,767           183,191

Net realized gain (loss) on investments                   0                 0

Net unrealized gain (loss) on investments                 0                 0

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

Net Increase (Decrease) in Net Assets
from Investment Operations                          $42,903           $75,418





                                           Putnam Variable      Putnam Variable
                                             Trust Income        Trust Income
                                            Fund (formerly     Fund (formerly
                                            U.S. Govmnt and     U.S. Govmnt and
                                          High Quality Bond)  High Quality Bond)
                                               Qualified         Non-Qualified
Investment Income:
Dividends                                          $171,708          $383,277

Expenses:
Mortality risk and expense
fees guarantees (Notes 1 and 3)                      28,699            70,156

Investment income - net                             143,009           313,121


Net Realized and Unrealized Gain
(Loss) on Investments:
Net realized capital gain distributions              15,104            33,714

Net realized gain (loss) on investments:
Proceeds from sale of shares                        907,719           773,957
Cost of shares sold                                 866,626           717,616

Net realized gain (loss) on investments              41,093            56,341

Net unrealized gain (loss) on investments          (282,576)         (596,956)

Net realized and unrealized gain (loss)
on investments                                     (226,379)         (506,901)

Net Increase (Decrease) in Net Assets
from Investment Operations                         ($83,370)         ($193,780)

The accompanying notes are an integral part of these financial statements

                                      -15-
<PAGE>


                                               Putnam Variable  Putnam Variable
                                                Trust Growth     Trust Growth
                                                  and Income      and Income
                                                  Qualified*     Non-Qualified*
Investment Income:
Dividends                                           $526,077          $279,419

Expenses:
Mortality risk and expense
fees guarantees (Notes 1 and 3)                      249,617           134,171

Investment income - net                              276,460           145,248


Net Realized and Unrealized Gain (Loss)
on Investments:
Net realized capital gain distributions             1,232,297          654,519

Net realized gain (loss) on investments:
Proceeds from sale of shares                        3,250,365         1,429,163
Cost of shares sold                                 1,902,142           865,725

Net realized gain (loss) on investments             1,348,223           563,438

Net unrealized gain (loss) on investments          (2,650,900)       (1,270,668)

Net realized and unrealized gain (loss)
on investments                                        (70,380)          (52,711)

Net Increase (Decrease) in Net Assets
from Investment Operations                           $206,080           $92,537






                                                    Putnam            Putnam
                                               Variable Trust     Variable Trust
                                                   Voyager           Voyager
                                                 Qualified *     Non-Qualified *
Investment Income:
Dividends                                              $3,042            $2,913

Expenses:
Mortality risk and expense
fees guarantees (Notes 1 and 3)                        36,046            35,119

Investment income - net                               ($33,004)        ($32,206)


Net Realized and Unrealized Gain (Loss)
 on Investments:
Net realized capital gain distributions                243,942          233,561

Net realized gain (loss) on investments:
Proceeds from sale of shares                           194,292           69,466
Cost of shares sold                                     98,409           33,123

Net realized gain (loss) on investments                 95,883           36,343

Net unrealized gain (loss) on investments            1,199,690        1,224,694

Net realized and unrealized gain (loss)
on investments                                       1,539,515        1,494,598

Net Increase (Decrease) in Net Assets
from Investment Operations                          $1,506,511       $1,462,392


The accompanying notes are an integral part of these financial statements
*  Includes shares owned by Investors Life.

                                      -16-
<PAGE>

INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
SEPARATE ACCOUNT I
INDIVIDUAL STATEMENTS OF CHANGES IN TOTAL ASSETS
Year Ended December 31, 1999


                                                    Putnam           Putnam
                                               Variable Trust   Variable Trust
                                                    Money            Money
                                                    Market           Market
                                                 Qualified       Non-Qualified

Investment Operations:
Investment income-net                               $42,903           $75,418
Realized capital gain distributions                       0                 0
Net realized gain (loss) on investments                   0                 0
Net unrealized gain (loss) on investments                 0                 0
Net increase (decrease) in net assets
from investment operations                           42,903            75,418

Accumulation Unit Transactions:
Net contract considerations
and transfers in (Note 3)                             3,522               134
Net contract surrenders
and transfers out (Note 3)                         (190,069)         (109,670)
Benefit payments to annuitants                       (9,154)          (48,256)
Net increase (decrease) from
accumulation unit transactions                     (195,701)         (157,792)

Net Increase (Decrease) in Net Assets              (152,798)          (82,374)

Net Assets:
   Net assets at December 31, 1998                1,325,566         2,148,545

   Net assets at December 31, 1999               $1,172,768        $2,066,171






                                                    Putnam           Putnam
                                                Variable Trust   Variable Trust
                                                     Money            Money
                                                     Market           Market
                                                  Qualified       Non-Qualified
Investment Operations:
Investment income-net                               $56,991           $92,738
Realized capital gain distributions                       0                 0
Net realized gain (loss) on investments                   0                 0
Net unrealized gain (loss) on investments                 0                 0
Net increase (decrease) in net assets
from investment operations                           56,991            92,738

Accumulation Unit Transactions:
Net contract considerations
and transfers in (Note 3)                           198,798           436,426
Net contract surrenders
and transfers out (Note 3)                         (394,261)         (618,288)
Benefit payments to annuitants                       (7,075)          (34,277)
Net increase (decrease) from
accumulation unit transactions                     (202,538)         (216,139)

Net Increase (Decrease) in Net Assets              (145,547)         (123,401)

Net Assets:
Net assets at December 31, 1997                   1,471,113         2,271,946

Net assets at December 31, 1998                  $1,325,566        $2,148,545

The accompanying notes are an integral part of these financial statements

                                      -17-
<PAGE>



                                            Putnam Variable     Putnam Variable
                                              Trust Income       Trust Income
                                            Fund (formerly     Fund (formerly
                                            U.S. Govmnt and    U.S. Govmnt and
                                           High Quality Bond  High Quality Bond)
                                                Qualified       Non-Qualified

Investment Operations:
Investment income-net                              $143,009          $313,121
Realized capital gain distributions                  15,104            33,714
Net realized gain (loss) on investments              41,093            56,341
Net unrealized gain (loss) on investments          (282,576)         (596,956)
Net increase (decrease) in net assets
from investment operations                          (83,370)         (193,780)

Accumulation Unit Transactions:
Net contract considerations
and transfers in (Note 3)                             2,647               532
Net contract surrenders
and transfers out (Note 3)                         (764,398)         (608,753)
Benefit payments to annuitants                      (18,177)          (94,181)

Net increase (decrease) from
accumulation unit transactions                     (779,928)         (702,402)

Net Increase (Decrease) in Net Assets              (863,298)         (896,182)

Net Assets:
   Net assets at December 31, 1998                2,813,192         6,413,033

   Net assets at December 31, 1999               $1,949,894        $5,516,851





                                            Putnam Variable    Putnam Variable
                                             Trust Income       Trust Income
                                             Fund (formerly     Fund (formerly
                                             U.S.Govmnt and    U.S. Govmnt and
                                           High Quality Bond) High Quality Bond)
                                               Qualified         Non-Qualified
Investment Operations:
Investment income-net                              $126,862          $285,132
Realized capital gain distributions                       0                 0
Net realized gain (loss) on investments              73,516            72,798
Net unrealized gain (loss) on investments            (3,021)           81,679
Net increase (decrease) in net assets
from investment operations                          197,357           439,609

Accumulation Unit Transactions:
Net contract considerations
and transfers in (Note 3)                           119,096            15,992
Net contract surrenders
and transfers out (Note 3)                         (614,443)         (612,664)
Benefit payments to annuitants                      (23,515)          (99,141)
Net increase (decrease) from
accumulation unit transactions                     (518,862)         (695,813)

Net Increase (Decrease) in Net Assets              (321,505)         (256,204)

Net Assets:
   Net assets at December 31, 1997                3,134,697         6,669,237

   Net assets at December 31, 1998               $2,813,192        $6,413,033

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

                                      -18-
<PAGE>


                                             Putnam Variable    Putnam Variable
                                               Trust Growth       Trust Growth
                                                 and Income       and Income
                                                 Qualified       Non-Qualified

Investment Operations:
Investment income-net                              $276,460          $145,248
Realized capital gain distributions               1,232,297           654,519
Net realized gain (loss) on investments           1,348,223           563,438
Net unrealized gain (loss) on investments        (2,650,900)       (1,270,668)
Net increase (decrease) in net
assets from investment operations                   206,080            92,537

Accumulation Unit Transactions:
Net contract considerations
 and transfers in (Note 3)                          225,501               760
Net contract surrenders
 and transfers out (Note 3)                      (2,884,977)       (1,158,315)
Benefit payments to annuitants                     (103,795)         (132,264)

Net increase (decrease)
from accumulation unit transactions              (2,763,271)       (1,289,819)

Net Increase (Decrease) in Net Assets            (2,557,191)       (1,197,282)

Net Assets:
   Net assets at December 31, 1998               21,661,948        11,594,846

   Net assets at December 31, 1999              $19,104,757       $10,397,564




                                            Putnam Variable   Putnam Variable
                                               Trust Growth     Trust Growth
                                                and Income       and Income
                                                Qualified       Non-Qualified
Investment Operations:
Investment income-net                              $568,935          $314,487
Realized capital gain distributions               1,899,116         1,038,467
Net realized gain (loss) on investments           1,168,549           632,438
Net unrealized gain (loss) on investments          (842,800)         (471,025)
Net increase (decrease) in net
assets from investment operations                 2,793,800         1,514,367

Accumulation Unit Transactions:
Net contract considerations
and transfers in (Note 3)                           217,936           261,081
Net contract surrenders
and transfers out (Note 3)                       (2,719,592)       (1,493,533)
Benefit payments to annuitants                     (106,044)         (128,522)

Net increase (decrease)
from accumulation unit transactions              (2,607,700)       (1,360,974)

Net Increase (Decrease) in Net Assets               186,100           153,393

Net Assets:
Net assets at December 31, 1997                  21,475,848        11,441,453

Net assets at December 31, 1998                 $21,661,948       $11,594,846

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

                                      -19-
<PAGE>

                                                  Putnam           Putnam
                                               Variable Trust   Variable Trust
                                                  Voyager           Voyager
                                                Qualified *     Non-Qualified *

Investment Operations:
Investment income-net                               $(33,004)         $(32,206)
Realized capital gain distributions                  243,942           233,561
Net realized gain (loss) on investments               95,883            36,343
Net unrealized gain (loss) on investments          1,199,690         1,224,694
Net increase (decrease) in net
assets from investment operations                  1,506,511         1,462,392

Accumulation Unit Transactions:
Net contract considerations
and transfers in (Note 3)                            112,768            31,423
Net contract surrenders
and transfers out (Note 3)                          (162,479)          (37,677)
Benefit payments to annuitants                        (9,464)                0

Net increase (decrease)
from accumulation unit transactions                  (59,175)           (6,254)

Net Increase (Decrease) in Net Assets              1,447,336         1,456,138

Net Assets:
Net assets at December 31, 1998                    2,739,195         2,601,942

Net assets at December 31, 1999                   $4,186,531        $4,058,080



                                                   Putnam           Putnam
                                                Variable Trust   Variable Trust
                                                   Voyager           Voyager
                                                 Qualified *     Non-Qualified *
Investment Operations:
Investment income-net                              $(23,657)         $(20,804)
Realized capital gain distributions                  141,877          126,718
Net realized gain (loss) on investments               99,378           76,938
Net unrealized gain (loss) on investments            292,657          302,163
Net increase (decrease) in net
assets from investment operations                    510,255          485,015


Accumulation Unit Transactions:
Net contract considerations
and transfers in (Note 3)                             33,436          229,908
Net contract surrenders
and transfers out (Note 3)                          (106,935)        (148,405)
Benefit payments to annuitants                        (3,988)               0

Net increase (decrease)
from accumulation unit transactions                  (77,487)          81,503

Net Increase (Decrease) in Net Assets                432,768          566,518

Net Assets:
Net assets at December 31, 1997                    2,306,427        2,035,424

   Net assets at December 31, 1998                $2,739,195       $2,601,942


The accompanying notes are an integral part of these financial statements.
 * Includes shares owned by Investors Life

                                      -20-

<PAGE>
                INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                               SEPARATE ACCOUNT I

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 1999




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 Putnam Variable Trust (formerly known as Putnam
Capital Manager Trust).  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  "Substitution"),  the Separate Account  contained
five divisions.  The Substitution was effective as of April 18, 1995,  following
approvals of the Substitution by the U.S. Securities and Exchange Commission and
the  contractholders  having their  contract  values  determined by the affected
portfolios  of  the  CIGNA  Annuity   Funds  Group.   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. 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 Putnam Variable  Trust:  Putnam Variable
Trust Money Market Fund,  Putnam  Variable  Trust Income Fund  (formerly  Putnam
Variable  Trust U.S.  Government  and High Quality Bond Fund),  Putnam  Variable
Trust Growth and Income Fund or Putnam Variable Trust 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 Putnam Variable
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.

Under  the  current  provisions  of the  Internal  Revenue  Code  (the  "Code"),
transfers  of contract  values  from one  division  of the  Separate  Account to
another division are not subject to current taxation.  There can be no assurance
that  future  changes in the Code will not  subject  such  transfers  to current
taxation.

                                      -21-
<PAGE>

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, 1999; (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, 1999, were $117,666
after  deductions for premium taxes of $0 . Contract  owners have limited rights
to transfer their contract values between  Separate Account  Divisions.  For the
year ended December 31, 1999, the total of all transfers was $259,621.  Contract
surrender  benefits  amounted  to  $5,656,717.   Annuity  benefits  amounted  to
$415,291.  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 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 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.

                                      -22-
<PAGE>

Note 6.  Accumulation Unit Transactions:


The changes in the number of accumulation units (the measure of ownership in the
Separate   Account)  during  the  period  ended  December  31,  1999  and  units
outstanding at December 31, 1999 were as follows:


                                             Putnam           Putnam
                                         Variable Trust    Variable Trust
                                              Money            Money
                                              Market           Market
                                            Qualified      Non-Qualified

Units outstanding at December 31, 1998       593,464           968,809

Units purchased and transfers in               1,566                59

Benefits, surrenders and transfers out       (88,348)          (69,763)

Units outstanding at December 31, 1999       506,682           899,105



                                         Putnam Variable     Putnam Variable
                                        Trust Income Fund   Trust Income Fund
                                      (formerly US Gov't    (formerly US Gov't
                                       High Quality Bond)    High Quality Bond)
                                           Qualified           Non-Qualified

Units outstanding at December 31, 1998       772,236          1,781,007

Units purchased and transfers in                 639                158

Benefits, surrenders and transfers out      (219,880)          (198,637)

Units outstanding at December 31, 1999       552,995          1,582,528


                                        Putnam Variable      Putnam Variable
                                         Trust Growth          Trust Growth
                                          and Income            and Income
                                           Qualified          Non-Qualified

Units outstanding at December 31, 1998      2,497,011         1,557,788

Units purchased and transfers in               24,749                99

Benefits, surrenders and transfers out       (328,277)         (167,137)

Units outstanding at December 31, 1999      2,193,483         1,390,750




                                      -23-
<PAGE>


                                               Putnam            Putnam
                                           Variable Trust    Variable Trust
                                              Voyager           Voyager
                                            Qualified *      Non-Qualified *

Units outstanding at December 31, 1998        714,343           679,382

Units purchased and transfers in               26,133             7,224

Benefits, surrenders and transfers out        (42,171)           (8,917)

Units outstanding at December 31, 1999        698,305           677,689

* 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, 1999 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

Putnam Variable Trust
Money Market, Qualified                          39,840         $92,214
Putnam Variable Trust
Money Market, Non-Qualified                     220,371        $506,419
Putnam Variable Trust
Growth and Income, Qualified                    113,964        $992,601
Putnam Variable Trust
Growth and Income, Non-Qualified                 83,942        $627,570
Putnam Variable Trust
Income Fund, Qualified                           75,009        $264,505
Putnam Variable Trust
Income Fund, Non-Qualified                      217,389        $757,840
Putnam Variable Trust Voyager, Qualified         28,201        $169,071



                                                        Monthly       Annuity
                                                      Annuity Units  Unit Value

Putnam Variable Trust Money Market, Qualified               825       $0.7978806
Putnam Variable Trust Money Market, Non-Qualified         6,730       $0.7982616
Putnam Variable Trust Growth and Income, Qualified        4,949       $1.8535421
Putnam Variable Trust Growth and Income, Non-Qualified    6,025       $1.9900205
Putnam Variable Trust Income Fund, Qualified              1,517       $1.2999081
Putnam Variable Trust Income Fund, Non-Qualified          8,264       $1.2978484
Putnam Variable Trust Voyager, Qualified                    462       $1.5900704

                                      -24-

<PAGE>


               INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
                         Statutory Financial Statements
                           December 31, 1999 and 1998



                                      -25-

<PAGE>


                        Report of Independent Accountants


To the Board of Directors of Investors Life Insurance Company of North America:

We have  audited the  accompanying  statutory  statements  of  admitted  assets,
liabilities and capital and surplus of Investors Life Insurance Company of North
America  (the  "Company")  as of  December  31,  1999 and 1998,  and the related
statutory  statements of operations and changes in capital and surplus, and cash
flow for each of the three years in the period ended  December  31, 1999.  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 auditing standards generally accepted
in the United States. 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 to the financial  statements,  the Company prepared these
financial  statements using accounting  practices prescribed or permitted by the
Insurance  Department of the State of Washington,  which  practices  differ from
accounting  principles  generally accepted in the United States.  Details of the
effects on the financial statements of the variances between the statutory basis
of accounting and generally accepted accounting  principles are included in Note
13.

In our opinion,  because of the effects of the matter discussed 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 the  Company  as of  December  31,  1999  and  1998,  or the  results  of its
operations  or its cash flows for each of the three  years in the  period  ended
December 31, 1999.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  admitted  assets,  liabilities  and surplus of the
Company as of December 31, 1999 and 1998,  and the results of its operations and
its cash flow for each of the three years in the period ended  December 31 1999,
on the basis of accounting described in Note 1.



PricewaterhouseCoopers LLP
Dallas, Texas
March 27, 1999
                                      -26-
<PAGE>

INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
Statutory Statements of Admitted Assets, Liabilities and Capital and Surplus
(In thousands)





                                                       December 31,
                                                 1999               1998

Admitted Assets
 Cash and investments:
  Bonds, at amortized cost
  (market value $329,119
  and $358,781 at
  December 31, 1999 and
  1998, respectively)                          $ 333,543         $  347,668

 Common stock, at market
  value (cost of $23,936 at
  December 31, 1999 and 1998)                     25,174             26,091

 Mortgage loans on real estate                     6,844             10,168

 Real estate, net of accumulated
  depreciation of $1,893 and
  $5,270 at December 31, 1999
  and 1998, respectively                          25,908             14,473

 Policy loans                                     39,833             42,514

 Cash and short-term investments                 147,120            151,305
   Total cash and investments                    578,422            592,219

Accrued investment income                          5,802              5,846

Premiums deferred and uncollected                  5,390              6,394

Receivable from reinsurers                         2,497              2,507

Receivable from affiliates                         8,739              3,090

Federal income tax recoverable                     8,174              5,996

Other assets                                       6,978              7,080

Separate account assets                          464,737            456,564
  Total admitted assets                      $ 1,080,739        $ 1,079,696



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

                                        -27-
<PAGE>

INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
Statutory Statements of Admitted Assets, Liabilities and Capital and Surplus
(In thousands)


                                                       December 31,
                                                 1999               1998

Liabilities, Capital and Surplus
 Policy liabilities and accruals:
  Aggregate reserve for life,
   annuity and accident and
   health contracts
                                             $  526,519         $  536,046

  Policy claims and benefits payable              4,781              5,271

  Other policy related liabilities                1,837              1,890
     Total policy liabilities
      and accruals                              533,137            543,207

Interest maintenance reserve                      4,096              4,240

Asset valuation reserve                           3,486              4,266

Other liabilities                                10,562              9,062

Separate account liabilities                    454,289            448,294
    Total liabilities                         1,005,570          1,009,069

Commitments and contingencies
 (Notes 3, 5 and 9)

Capital and surplus:
 Common stock, $85 par value
 at December 31, 1999 and $80
 par value at December 31, 1998,
 40,000 shares authorized,
 30,000 shares issued and outstanding             2,550              2,400

Paid-in and contributed surplus                   4,650              4,800

Surplus debentures                                5,896             15,896

Unassigned surplus                               62,073             47,531
    Total capital and surplus                    75,169             70,627
    Total liabilities, capital
     and surplus                            $ 1,080,739        $ 1,079,696


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

                                        -28-


<PAGE>

INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
Statutory Statements of Operations
(In thousands)



                                              Year Ended December 31,
                                    1999              1998              1997

Revenues:
 Insurance premiums and
  annuity considerations         $  45,355         $  46,529         $  47,708
 Net investment income              40,453            45,190            45,792
 Other revenues                      1,756             2,288             4,023
  Total revenues                    87,564            94,007            97,523


Benefits, losses and
 expenses:
 Policyholder claims
  and benefits                      51,624            59,345            62,243
 Commissions                         4,720             4,088             3,057
 Other operating expenses           15,170            14,679            16,493
  Total benefits, losses
   and expenses                     71,514            78,112            81,793


Operating income before
 federal income taxes
 and net realized capital gains     16,050            15,895            15,730

Provision for federal
 income taxes                        4,475             3,651             2,423

Net income from operations          11,575            12,244            13,307

Net realized capital gains,
 net of federal income taxes
 (benefit) of $(562), $134 and
 $5,175 and excluding $212, $97
 and $80 transferred to the
 interest maintenance reserve
 in 1999 and 1998, 1997,
 respectively                          175               137             9,532


  Net income                     $  11,750         $  12,381         $  22,839


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

                                        -29-

<PAGE>

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, 1996      30       $     2,400         $       4,800
Net income
Change in net unrealized capital
 gains
Change in non-admitted assets
Decrease in asset valuation
 reserve
Prior year surplus adjustment
Surplus note payment

Balance as of December 31, 1997      30             2,400                 4,800
Net income
Change in net unrealized capital
 gains
Change in non-admitted assets
Decrease in asset valuation
 reserve
Prior year surplus adjustment
Change in valuation basis
Change in surplus in separate
 accounts
Surplus note payment

Balance as of December 31, 1998      30             2,400                 4,800

Net income
Change in net unrealized capital
 gains
Change in non-admitted assets
Decrease in asset valuation
 reserve
Change in surplus in separate
 accounts
Surplus note payment
Increase in par value of common
 stock
                                                      150                  (150)


Balance as of December 31, 1999      30       $     2,550         $       4,650



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

                                        -30-

<PAGE>

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, 1996  $   38,546       $    10,428     $      56,174
Net income                                             22,839            22,839
Change in net unrealized
 capital gains                                         (2,045)           (2,045)
Change in non-admitted assets                             963               963
Decrease in asset valuation
 reserve                                                5,261             5,261
Prior year surplus adjustment                           1,490             1,490
Surplus note payment                (10,750)                            (10,750)

Balance as of December 31, 1997      27,796            38,936            73,932
Net income                                             12,381            12,381
Change in net unrealized
 capital gains                                         (5,530)           (5,530)
Change in non-admitted assets                              79                79
Decrease in asset valuation
 reserve                                                  549               549
Prior year surplus adjustment                            (975)             (975)
Change in valuation basis                                (137)             (137)
Change in surplus in separate
 accounts                                               2,228             2,228
Surplus note payment                (11,900)                            (11,900)

Balance as of December 31, 1998      15,896            47,531            70,627

Net income                                             11,750            11,750
Change in net unrealized
 capital gains                                         (1,035)           (1,035)
Change in non-admitted assets                             869               869
Decrease in asset valuation
 reserve                                                  780               780
Change in surplus in separate
 accounts                                               2,178             2,178
Surplus note payment                (10,000)                            (10,000)
Increase in par value of
 common stock                                                                 -

Balance as of December 31, 1999  $    5,896       $    62,073     $      75,169


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

                                        -31-


<PAGE>

INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
Statutory Statements of Cash Flow
(In thousands)

                                                Year Ended December 31,
                                           1999          1998          1997

Cash from operations:
Premiums and annuity considerations
 received                              $  44,746     $  45,485     $  46,769
Net investment income received            39,481        43,496        47,312
Other income received                      2,582         3,515         4,380
Death and accident and health
 benefits paid                           (26,149)      (28,497)      (28,440)
Surrender benefits paid                  (23,123)      (30,722)      (30,487)
Annuity benefits paid                    (37,725)      (41,770)      (47,989)
Net transfers to separate accounts        22,049        27,310        29,502
Reserve changes due to modified
 coinsurance                               5,021         5,909         6,910
Other benefits paid                       (1,769)       (1,751)       (1,888)
Federal income taxes paid
 excluding tax on capital gains           (9,050)      (11,700)       (2,200)
Dividends paid to policyholders             (172)         (214)         (208)
Commissions paid                          (4,720)       (4,091)       (3,058)
General expenses, taxes,
 licenses and fees                       (14,139)      (12,798)      (13,234)
Net cash (used in) provided
 by operations                            (2,968)       (5,828)        7,369

Cash from investments:
Proceeds from investments
 sold or matured, net of
 tax on capital gains                     70,880        58,569        93,739
Cost of investments acquired             (65,172)      (36,343)      (17,433)
Net decrease in policy loans               2,681         2,245         1,261
Net cash provided by
 investing activities                      8,389        24,471        77,567

Cash from financing and
 miscellaneous sources:
Surplus debenture payments               (10,000)      (11,900)      (10,750)
Interest paid on surplus
 debentures                                 (859)       (1,482)       (3,344)
Other sources (uses) and
 applications, net                         1,253       (11,735)       13,474
Net cash used in financing
 activities                               (9,606)      (25,117)         (620)

Net (decrease) increase in
 cash and short-term investments          (4,185)       (6,474)       84,316

Cash and short-term investments
 at beginning of year                    151,305       157,779        73,463

Cash and short-term investments
 at end of year                        $ 147,120     $ 151,305     $ 157,779



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

                                        -32-

<PAGE>

INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to 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.  Approximately 45%
     of  ILCO's  outstanding  common  stock  is owned  by  Financial  Industries
     Corporation ("FIC"), also a life insurance holding company.

     The  Company  owns 100% of  Investors  Life  Insurance  Company  of Indiana
     ("Investors-IN"),  a life insurance company, and ILG Securities Corporation
     ("ILG"), a registered broker-dealer.

     The Company is principally engaged in administering  existing portfolios of
     individual  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 credit life and
     disability insurance.

     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")  or  the  National  Association  of  Insurance  Commissioners
     ("NAIC").  These  accounting  practices  differ in  certain  respects  from
     generally accepted  accounting  principles  ("GAAP").  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
          rather  than  on the  basis  of  mortality,  interest  and  withdrawal
          assumptions used under generally accepted  accounting  principles.  In
          addition,  statutory reserves include reserves calculated for interest
          sensitive   products,   whereas  for  generally  accepted   accounting
          principles, such products are accounted for on a deposit basis.

     b)   Costs of  acquiring  business  are  charged to  surplus  as  incurred,
          whereas under generally accepted accounting principles, such costs are
          capitalized and amortized  against  earnings ratably over the lives of
          the policies. Likewise, costs of writing business, such as commissions
          and  underwriting  costs,  are  expensed in the year  incurred.  Under
          generally accepted accounting principles,  such costs are deferred and
          amortized against future earnings.

     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 excluded from the statement
          of  admitted  assets,  liabilities  and  capital  and  surplus and are
          charged to surplus.  These "non-admitted  assets," which are primarily
          comprised   of  certain   fixed   assets  and   receivables,   totaled
          approximately $3,374,000 and $4,243,000 at December 31, 1999 and 1998,
          respectively.

                                        -33-

<PAGE>

INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements


     e)   For  statutory  accounting  purposes,   the  asset  valuation  reserve
          ("AVR"),  which  makes  provision  for the risk of asset  default,  is
          charged  directly to  unassigned  surplus.  Under  generally  accepted
          accounting  principles,  no provisions  for default losses are accrued
          unless considered probable and are charged directly to net income.

     f)   Under  statutory  accounting  practices,  net  capital  gains on fixed
          income securities  resulting from interest rate  fluctuations,  net of
          applicable  income taxes, are recorded as a policyholder  liability in
          an interest  maintenance reserve ("IMR").  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)   Fixed  maturities  classified as  "available  for sale" are carried at
          market  value  under  generally  accepted  accounting  principles  and
          unrealized gains or losses are reflected as a component of accumulated
          other comprehensive  income. These securities are carried at amortized
          cost under statutory accounting  practices.  Net unrealized investment
          gains and losses  are not  segregated  as a  component  of  unassigned
          surplus.

     h)   Policy  reserves in the statements of assets,  liabilities and capital
          and  surplus  are  reported  net of  reinsurance  reserve  credits and
          recoverables  on paid losses.  Likewise,  premium  revenues and policy
          benefits in the summary of operations are reported net of reinsurance.
          Under  generally  accepted  accounting  principles,   netting  is  not
          permitted.

     i)   Surplus  debentures  are  included  as a component  of surplus.  Under
          generally accepted accounting principles, such debentures are included
          as a liability.

     j)   Premiums  received  from  and  benefits  paid on  universal  life  and
          investment-type  products are recognized as revenue and expense in the
          statutory statement of operations. Under generally accepted accounting
          principles,  these types of policies are accounted for using a deposit
          method of accounting.

     k)   The  statements  of cash flows are shown in the format  prescribed  by
          statutory   accounting  rather  than  those  prescribed  by  generally
          accepted accounting principles.

Codification.

In 1998, the NAIC adopted the  Codification of Statutory  Accounting  Principles
guidance,  which will replace the current  Accounting  Practices and  Procedures
manual as the NAIC's primary guidance on statutory  accounting.  The NAIC is now
considering amendments to the Codification guidance that would also be effective
upon  implementation.   The  Codification  provides  guidance  for  areas  where
statutory accounting has been silent and changes current statutory accounting in
some  areas,  e.g.  deferred  income  taxes are  recorded.  The  Company has not
estimated the  potential  effect of the  Codification  guidance on statutory net
income and statutory capital and surplus. However, the actual effect of adoption
could  differ as  changes  are made to the  Codification  guidance  prior to its
recommended effective date of January 1, 2001.



                                       -34-
<PAGE>

INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements

Investments.

Bonds are carried at amortized  cost using the scientific  method.  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.

Common  stocks are carried at market  value as  described  in the  Purposes  and
Procedures  manual of the Securities  Valuation Office of the NAIC. Market value
of common stock in  subsidiaries  is determined on an equity basis. As permitted
by the State of Washington, market value of common stock investments in upstream
investments,  i.e. FIC and ILCO,  is reduced by the  proportionate  share of the
Company's capital and surplus to total  consolidated  equity of these companies.
Short-term investments include those securities which mature within one year and
are carried at cost, which approximates market value.

Mortgage  loans on real estate and policy  loans are carried at their  aggregate
unpaid  principal  balance.  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.

Real estate  occupied by the Company and held for  investment is carried at cost
less  accumulated  depreciation.  Depreciation is calculated  using the straight
line method over 20 to 40 years.  Real estate assets under  construction are not
depreciated  until  they  are  completed.   The  total  amount  capitalized  for
construction  in  progress  and  included  as real  estate  in the  accompanying
statement of assets,  liabilities  and capital and surplus was  $22,500,583  and
$8,749,089 at December 31, 1999 and 1998, respectively. Depreciation expense for
real  estate  for  1999,  1998 and  1997  amounted  to  $324,167,  $338,513  and
$1,680,763, respectively.

The Company's  general  investment  philosophy is to hold fixed  maturities  for
long-term  investment.  However,  in  response to  changing  market  conditions,
liquidity  requirements,  interest rate movements and other investment  factors,
fixed maturities may be sold prior to their maturity.  Realized gains and losses
on the disposal of investments, net of taxes and amounts deferred as part of the
IMR, are recognized in net income. The cost of investments sold is determined on
the specific  identification  basis,  except for stocks, for which the first-in,
first-out  method is  employed.  Unrealized  gains and  losses  are  charged  to
surplus.

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% to 6% using the Net
Level Premium or the Commissioners' Reserve Valuation Method.

The  primary  mortality  tables  utilized  are the 1941  and 1958  Commissioners
Standard Ordinary ("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.

                                       -35-

<PAGE>

INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements

Reserves  for  annuities  in pay status are  established  using the  Progressive
Annuity Table, A49 MOD 60 Table,  the 1971 IAM Table, or the 1983  Commissioners
Annuity Reserve  Valuation Method 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.

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 policy and contract
claims is subject to the impact of  changes  in claim  severity,  frequency  and
other  factors.  Although  there is  considerable  variability  inherent in such
estimates, management believes that the liability recorded is adequate.

Premium recognition.

Universal  life  insurance  and annuity  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.

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.

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.

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 disclosures of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the  reporting  period.  Because  of the  inherent  subjectivity  of this
process, actual results may differ from those estimates.

                                       -36-


<PAGE>

INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements

2.   Investments

     The carrying  value and estimated  market value of  investments in bonds by
     category at December 31, 1999 are as follows (in thousands):

                                              Gross           Gross
                            Carrying       Unrealized     Unrealized     Market
                               Value          Gains          Losses       Value


U.S. Treasury securities
 and obligations of U.S.
Government agencies
 and corporations           $   4,484        $    396      $       -  $   4,880
Obligations of states
 and political subdivisions     3,924              57              -      3,981
Corporate securities          160,269              91          5,263    155,097
Mortgage-backed
 securities                   164,866           3,071          2,776    165,161
   Total bonds             $  333,543       $   3,615      $   8,039  $ 329,119

      The carrying value and estimated market value of investments in bonds
        by category at December 31, 1998 are as follows (in thousands):

                                             Gross           Gross
                            Carrying       Unrealized     Unrealized     Market
                               Value          Gains          Losses       Value

U.S. Treasury securities
 and obligations of U.S.
Government agencies and
 corporations               $   4,482       $   1,076      $      -   $   5,558
Obligations of states
 and political subdivisions     1,947             197             -       2,144
Corporate securities          146,099           4,071            55     150,115
Mortgage-backed securities    195,140           6,004           180     200,964

   Total bonds              $ 347,668       $  11,348      $    235   $ 358,781


The  carrying  values of  investments  at  December  31, 1999 and 1998 that were
non-income  producing  for the  preceding  twelve  months  were as  follows  (in
thousands):

                                                   1999            1998


Mortgage  loans                                $      -        $      81
                                               $      -        $      81



                                       -37-
<PAGE>

INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements

An analysis of the Company's net investment  income for the years ended December
31, 1999, 1998 and 1997 is as follows (in thousands):

                                          1999            1998           1997


Interest on bonds                     $   25,719      $   29,391     $   31,658
Interest on short-term investments         7,321           6,805          4,012
Interest on policy loans                   3,025           3,086          3,145
Interest on mortgage loans                   841             938          1,040
Income on real estate                        921             455          7,117
                                          37,827          40,675         46,972

Equity in earnings of
 wholly-owned subsidiary                   3,119           5,009          2,043
Other income                                   3              71              4
Amortization of IMR                          356             331            309
Gross investment income                   41,305          46,086         49,328
Less investment expenses                    (852)           (896)        (3,536)
Net investment income                 $   40,453      $   45,190     $   45,792


Realized  capital gains and losses for the years ended  December 31, 1999,  1998
and 1997 are as follows (in thousands):

                                             1999          1998           1997


(Losses) gains on sales of real estate   $   (420)     $     54     $   14,662
Gains on sales of bonds                       352           150            118
Gains on sales of other investments           -             164              7
                                              -
Losses on sales of short-term investments     (26)           -              -
Losses on sale of mortgage loans              (81)           -              -
Less amounts deferred as IMR                 (212)          (97)           (80)
                                             (387)          271         14,707
Income tax benefit (provision)                562          (134)        (5,175)
Net realized capital gains               $    175      $    137      $   9,532


Net realized  capital gains for 1997 includes $14 million (before federal income
tax)  resulting  from  the  sale  during  the  fourth  quarter  of  1997  of the
Bridgepoint  Square Office Complex.  The aggregate selling price was $78 million
which  was  allocated  approximately  78.5%  to  Investors-NA  and  21.5%  to an
affiliate. The sale closed on December 5, 1997.

On December 29, 1999,  the Company  donated a building to Jackson  Redevelopment
Authority ("JRA"). Contemporaneously with the donation, the Company and FIC sold
all of the  adjacent  parcels  they  owned to the JRA for a total  sale price of
$2,500,000, which has been allocated according to respective ownership interests
of the  Company and FIC,  approximately  59.28% and  40.72%,  respectively.  The
Company  intends to claim an income tax deduction on its upcoming tax return for
the donation of the building.  The donation and sale  transaction  resulted in a
net after tax gain of  approximately  $142,000 on a statutory basis and $992,000
on a GAAP basis.

                                       -38-

<PAGE>

INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements

Net  unrealized  losses  on  common  stocks  were   approximately   $14,222,000,
$13,186,000 and $7,806,000 as of December 31, 1999, 1998 and 1997, respectively.

Proceeds from sales and maturities of bonds were $66,006,409,  $57,633,007,  and
$33,577,393 for the years ended December 31, 1999, 1998 and 1997, respectively.

The carrying value and estimated  market value of bonds at December 31, 1999 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.

                                                    Carrying        Market
                                                     Value           Value
                                                        (in thousands)

Due in one year or less                             $   8,858      $   8,846
Due after one year through five years                  42,004         41,534
Due after five years through ten years                 50,354         49,605
Due after ten years                                    67,461         63,973
                                                      168,677        163,958
         Mortgage-backed securities                   164,866        165,161
                                                   $  333,543     $  329,119



3.   Reinsurance

     Ceded
     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 these agreements.

     In December 1997, the Company entered into a reinsurance treaty under which
     a third party assumed the direct  obligations of the Company under accident
     and health policies.

     The  amounts  deducted  in  the  accompanying   financial   statements  for
     reinsurance ceded are as follows (in thousands):

                                                       1999           1998

     Aggregate  reserve for life,
      annuity and accident and health contracts   $    8,778      $    8,964
     Other policy claims and benefits payable            100              16


                                       -39-
<PAGE>

INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements

Estimated amounts recoverable from reinsurers on paid claims were $2,480,813 and
$2,488,391 at December 31, 1999 and 1998, respectively.  Commissions and expense
allowances due from reinsurers were $15,990 and $18,167 at December 31, 1999 and
1998,  respectively.  Total  premiums  ceded  during  1999,  1998 and 1997  were
$7,376,819 $7,914,925, and $7,980,779, respectively.

Assumed
In 1995,  Investors-NA  entered into a  reinsurance  agreement  with Family Life
pertaining to universal life insurance  written by Family Life Insurance Company
("Family Life") a wholly-owner  subsidiary of FIC. 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.

Total premiums assumed during 1999, 1998 and 1997 were  $5,085,219,  $4,217,474,
and $5,197,749, respectively.


4.   Separate Accounts

     The  Company  maintains  two  separate  accounts  which  relate to variable
     annuity  business of a  non-guaranteed  return  type.  Each of the separate
     accounts is registered  under the Investment  Company Act of 1940 as a unit
     investment  trust.  The products consist of a single premium contract and a
     flexible premium contract.

     The following  reconciles net transfers per the Separate Accounts Statement
     to net transfers included in the Company's  statement of operations for the
     years ended December 31, 1999, 1998 and 1997 (in thousands):

                                                 1999         1998         1997

     Transfers to separate accounts         $     445     $    503    $     712

     Transfers from separate accounts         (25,820)     (30,600)     (33,921)


     Net transfers from separate accounts     (25,375)     (30,097)     (33,209)

     Reconciling adjustments:
     Charges for investment management,
      administration and contract
      guarantees                                3,326        2,787        3,707

     Transfers as reported in the
      summary of operations of the Life,
      Accident and Health Annual Statement  $ (22,049)   $ (27,310)  $  (29,502)


                                       -40-

<PAGE>

INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements

5.   Federal Income Taxes

     The Company files a  consolidated  income tax return with its  wholly-owned
     life insurance subsidiary.  Pursuant to a tax sharing agreement approved by
     the Company  and its  affiliates,  income tax  obligations  (benefits)  are
     allocated on the basis of separate return  calculations with current credit
     for net losses. Intercompany tax balances are settled on a quarterly basis.

     In accordance  with Internal  Revenue Code Section 338, the Company elected
     to  adjust  its  bases  in  assets  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 following is a reconciliation
     of tax on operating  income at the  statutory  federal rate of 35% in 1999,
     1998 and 1997 to the  Company's  provision  for  federal  income  taxes (in
     thousands):

                                         1999            1998             1997


Tax on operating income at
 statutory rates                     $   5,618       $   5,563        $   5,506
Dividends received deduction               (36)            (30)             (33)
Difference in recognition of
 income and expenses relating
 to adjustment in asset bases
 due to
Section 338 election                         2             380           (2,068)
Difference between statutory
 and income tax policy reserves             38             100             (81)
Differences in accounting for
 deferred policy acquisition costs        (320)           (236)            (317)
Accrual or market discount                (105)           (289)            (312)
Equity in earnings of subsidiaries      (1,091)         (1,753)            (715)
Other, net                                 369            (84)              443
Provision for federal income taxes    $  4,475       $   3,651        $   2,423


     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,  plus special  deductions
     allowed  in  computing  the  income  from  operations,  were  placed in the
     Company's Policyholders' Surplus Account. The aggregate accumulation in the
     account at December 31, 1999 and December 31, 1998 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, 1999 and December 31,
     1998, the Company had  approximately  $138,000,000  and $130,000,000 in its
     Shareholders'  Surplus  Account from which it could make  distributions  to
     ILCO without  incurring any federal tax liability.  The amount of dividends
     which may be paid by the Company is limited by statutory regulations.

                                       -41-

<PAGE>

INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements

6.   Life and Annuity Reserves

     The Company waives deduction of deferred  fractional premiums upon death of
     an insured.  The Company does not return any portion of the final  premiums
     for  the  period  beyond  the  date  of  death.  Surrender  values  are not
     guaranteed in excess of the legally computed reserves.

     Traditional  policies  issued on a  substandard  basis are charged an extra
     premium,  in  addition  to the  standard  gross  premium.  Additional  mean
     reserves for substandard mortality is equal to one-half of the annual extra
     premium.  Universal life policies issued on a substandard basis are charged
     an appropriate multiple of the standard cost of insurance scale. Additional
     reserves  for  substandard   mortality  is  the  unearned  portion  of  the
     additional cost of insurance charge.

     The volume of insurance in which gross  premiums are less than net premiums
     according  to  the  standard  of  valuation   required  by  the  state  was
     $57,433,221  and  $60,427,317 at December 31, 1999 and 1998,  respectively.
     Reserves  in the amount of  $488,347  and  $530,342 to cover the above were
     provided at December 31, 1999 and 1998, respectively.

     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, 1999 and
     1998 are as follows (in thousands):

                                                  1999                1998

                                                 % of                  % of
                                     Amount      Total      Amount     Total


Subject to discretionary
 withdrawal with adjustments:
  with market value adjustment     $ 449,981     84.53%     $ 443,927    83.42%
  at book value less
 surrender charge                     20,836      3.92%        14,794     2.78%
  Subtotal                           470,817     88.45%       458,721    86.20%

Subject to discretionary
 withdrawal without adjustment:
 at book value                        50,702      9.52%        64,275    12.09%
Not subject to discretionary
 withdrawal provision                 10,801      2.03%         9,125     1.71%
Total annuity actuarial
 reserves and deposit
 liabilities (gross)                 532,320    100.00%       532,121   100.00%
Reinsurance ceded                      3,402                    3,435
Total annuity actuarial
 reserves and
 deposit liabilities (net)         $ 528,918                $ 528,686


                                       -42-


<PAGE>

INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements

7.   Capital and Surplus

     On September 28, 1999,  the Board of Directors  authorized  and approved an
     amendment to the Articles of Incorporation which increased the par value of
     the common stock of the Company from $80 to $85.

     Under  current  Washington  law,  any  proposed  payment of a  dividend  or
     distribution,  together  with  dividends or  distributions  paid during the
     preceding  twelve months,  is limited to 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,  unless prior approval of the
     Washington Insurance  Commissioner is obtained. In addition,  dividends may
     be paid only from earned surplus.

     The NAIC requires that companies  maintain  certain  amounts of capital and
     surplus based on an insurer's investment and insurance risk. The ability of
     the  Company  to pay  dividends  could  be  further  limited  by the  these
     requirements.

     Included in capital and surplus are two surplus  debentures payable to ILCO
     totaling  $5,896,000  and  $15,896,000  at  December  31,  1999  and  1998,
     respectively.  The  debentures,  which were issued with  initial  principal
     balances of $15,000,000 and $140,000,000,  both accrue interest at the rate
     one-half  percent  (11/2%)  above the prime lending rate as adjusted at the
     beginning  of each  quarter.  Total  interest  paid by the  Company  on the
     surplus  debentures was $859,115,  $1,482,361  and $3,343,711  during 1999,
     1998 and 1997,  respectively.  Unpaid accrued  interest on these debentures
     was $144,901 and $400,672 at December 31, 1999 and 1998, respectively.

     Originally,  the  terms  of  the  $140,000,000  debenture  provided  for 43
     consecutive  quarterly  installments of $2,000,000 each beginning  December
     31, 1988,  with a final payment due September 30, 1999. In September  1999,
     the terms were amended to provide payment of the remaining  balance in four
     installments,  with the final installment due July 1, 2000. 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.  Principal
     payments  totaling  $10,000,000,  $11,900,000 and $10,750,000  were made on
     these debenture during 1999, 1998 and 1997, respectively.

     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 which is 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.  The restrictions
     on  dividends  does not affect  the  Company's  ability  to make  principal
     payments.

     The  insurance  regulations  of the  State of  Washington  require  minimum
     capital of $2,400,000 and minimum surplus of $2,400,000.

                                       -43-

<PAGE>

INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements

8.   Employee Benefit Plans

     Retirement  Plan.

     ILCO sponsors a  noncontributory  defined benefit pension plan which covers
     each employee of ILCO and its subsidiaries who has attained 21 years of age
     and has  completed  one year or more of  service.  Each  affiliate  company
     contributes any amounts necessary, as actuarially  determined,  to fund the
     benefits provided for its eligible employees. No pension cost was allocated
     to the  company in 1999,  1998 or 1997,  as the plan is subject to the full
     funding limitation of the Internal Revenue Code.

     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.

     The following summarized the funded status of the plan at December 31, 1999
     and 1998 (in thousands):

                                                        1999             1998


     Fair value of plan assets at end of year      $   16,325       $   16,238
     Benefit obligation at year end                    13,868           12,726

     Funded status at end of year                       2,457            3,512
     Unrecognized prior year service cost                (240)            (469)
     Unrecognized actuarial net loss                    2,665            1,683
     Prepaid pension expense at end of year        $    4,882       $    4,726



     Savings and Investment  Plan and Employee Stock Ownership Plan.

     Employees of the Company and its  affiliates  may  participate  in the ILCO
     Savings and  Investment  Plan ("401(k)  Plan) and the ILCO  Employee  Stock
     Ownership Plan ("ESOP").

     The 401(k) Plan allows eligible  employees who have met a one-year  service
     requirement to make  contributions to the Plan on a tax-deferred  basis and
     provides for a matching contribution by participating companies. The match,
     which is in the form of ILCO common stock,  is equal to 100% of an eligible
     participant's  elective  deferral  contributions,  as defined by the 401(k)
     Plan, not to exceed 1% of the participant's plan compensation.  Allocations
     are made on a quarterly  basis to the account of  participants  who have at
     least 250 hours of service in that quarter. 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.  The
     ESOP  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.

                                       -44-
<PAGE>

INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements

     Effective  May 1, 1998,  the  401(k)  Plan was  amended to provide  for the
     merger of the ESOP into the 401(k)  Plan.  In  connection  with the merger,
     certain features under the ESOP were preserved for the benefit of employees
     previously  participating  in the ESOP with regard to all benefits  accrued
     under the ESOP through the date of the merger.  At December  31, 1999,  the
     Plan had a total of 579,314 shares which were allocated to participants and
     no shares remained unallocated.

     Stock  Option  Plan.

     ILCO's  Non-Qualified Stock Option Plan, which has terminated by its terms,
     authorized the issuance of 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.  There were no  options  granted  in 1997,  1998 or 1999.
     During  1999,  options to  purchase  66,000  shares,  adjusted  for a stock
     dividend paid on March 17, 1999, were exercised.

     During 1999, ILCO established a new  non-qualified  stock option plan under
     which  certain key  management  employees  of ILCO,  its  subsidiaries  and
     affiliates  are  eligible to receive  option  grants to purchase  shares of
     ILCO's common stock.  During 1999,  options to purchase 460,000 shares were
     granted to 46 employees  of ILCO,  its  affiliates  and  subsidiaries.  The
     options  were  granted for a price equal to 100% of the market price on the
     date of grant.

9.   Commitments and Contingencies

     The Company leases office facilities from unrelated third parties.  Certain
     office spaces may be renewed at the option of the Company. Rent expense was
     $2,000,386, $1,958,037 and $2,853,503 in 1999, 1998 and 1997, respectively.
     Minimum future annual rentals are as follows (in thousands):

                      For the years ending:
                      2000                                 $   1,570
                      2001                                     1,556
                      2002                                     1,280
                      2003                                       724
                      2004                                       688
                      Thereafter                                 688
                                                           $   6,506


     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.

                                       -45-

<PAGE>

INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements

10.  Related Parties

     Bonds  reflected  in  the  accompanying   statutory  statement  of  assets,
     liabilities and capital and surplus include  $41,497,069 and $47,644,777 of
     notes   receivable   from   affiliates  at  December  31,  1999  and  1998,
     respectively.  These  notes  were  initially  issued at (i) $30  million to
     Family Life  Corporation  ("FLC"),  a wholly-owned  subsidiary of FIC; (ii)
     $22,500,000  to FLC, (iii)  $4,500,000 to Family Life Insurance  Investment
     Company ("FLIIC") a former subsidiary of FIC and (iv) $2,500,000 to FIC. In
     December 1998, FLIIC was dissolved. In connection with the dissolution, all
     of the assets and  liabilities  of FLIIC became the  obligations of FLIIC's
     sole shareholder, FIC. Accordingly, the obligations under the provisions or
     the $4.5 million note described above are now the obligations of FIC.

     In  December,  1996,  the above  described  notes  were  amended  to extend
     maturity  and  to  provide  for  quarterly  principle  payments  commencing
     December 12, 1996.  A summary of these notes  receivable  is as follows (in
     thousands):

                                                      1999             1998


Note receivable from FLC beginning
 with a $1,125,000 principal payment
 on December 12, 1996 and each subsequent
 quarter through September 12, 2001.
 Interest is payable on  a quarterly
 basis at 11%.                                     $   7,875        $  12,375

Note receivable from FIC beginning
 with a $223,856 principal payment
 on December 12, 1996 and each subsequent
 quarter through September 12, 2001.
 Interest is payable on a quarterly
 basis at 12%.                                         1,567            2,463

Notes receivable from FIC beginning
 with a $188,071 principal payment
 on December 12, 1996 and each subsequent
 quarter through June 12, 2006 and a
 final payment of $1,536,967 on
 September 12, 2006.  Interest is
 payable on a quarterly basis
 at 9%.                                               32,055           32,807


                                                   $  41,497        $  47,645


In  connection  with  the  notes  issued  above,  FIC  granted  to  the  Company
non-transferable  options to purchase up to a total of 9.9% of the common shares
of FIC. The option  price,  equivalent to the market price at the date of grant,
was originally $10.50 per share. As a result of FIC's  five-for-one  stock split
in November  1996,  the option  price is currently  $2.10 per share,  subject to
adjustment  to prevent the effect of  dilution.  The  options  provide for their
expiration upon final repayment of the respective notes.

                                       -46-
<PAGE>

INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements

At December 31, 1999 the Company held 106,800 and 145,500 shares of ILCO and FIC
common stock, respectively. The Company held 53,400 shares and 145,500 shares of
ILCO and FIC common  stock,  respectively  at December 31, 1998. As permitted by
the State of  Washington,  the common  stock is  reflected  in the  accompanying
statement of admitted assets,  liabilities and capital and surplus at a combined
statement  value of  $1,868,176  and  $2,742,792  at December 31, 1999 and 1998,
respectively.

Also included in common stock was 55,000 common stock shares of Investors-IN and
300 common stock  shares ILG at December 31, 1999 and 1998.  The common stock is
reflected in the  accompanying  statement of admitted  assets,  liabilities  and
capital and surplus at a combined statement value of $23,264,963 and $23,315,432
at December 31, 1999 and 1998, respectively. (See Note 13).

On June 29,  1999,  the  Company  received  a cash  dividend  in the  amount  of
$3,000,000 from its wholly owned subsidiary, Investors-IN.

Pursuant  to an  expense  allocation  agreement  between  the  Company  and  its
affiliates,  Investors-NA  pays  certain  expenses on behalf of its  affiliates.
Under this agreement,  the Company was reimbursed $16 million,  $14 million, and
$18  million  in 1999,  1998 and 1997,  respectively.  Amounts  receivable  from
affiliates  under this agreement were  $2,272,857 and $3,090,497 at December 31,
1999 and 1998, respectively.

The Company and FIC Computer Services, Inc. ("FICCS"), a wholly owned subsidiary
of FIC, are parties to a data processing agreement,  whereby FICCS provides data
processing  services to the Company and other affiliates on a cost reimbursement
basis. The Company paid $1,989,707,  $1,795,790 and $2,223,647 to FICCS for data
processing services provided during 1999, 1998 and 1997, respectively.


11.  Acquisition of Subsidiary

     On July 9, 1997,  Investors-IN  acquired State Auto Life Insurance  Company
     ("State Auto Life"), an Ohio domiciled life insurer,  from State Automobile
     Mutual  Insurance  Company for an  adjusted  cash  purchase  price of $11.8
     million.  Under the terms of the  transaction,  State  Auto Life  Insurance
     Company was merged with Investors-IN, with Investors-IN being the surviving
     entity.

     On June 30, 1998,  Investors-IN  acquired  Grinnell Life Insurance  Company
     ("Grinnell  Life"),  an Iowa-domiciled  life insurer,  from Grinnell Mutual
     Life  Insurance  Company for an adjusted  purchase  price of $16.6 million.
     Under  the  terms  of this  transaction,  Grinnell  Life  was  merged  with
     Investors-IN, with Investors-IN being the surviving entity.

     The Company's equity investment in Investors-IN  reflects the impact of the
     above transactions.

                                       -47-

<PAGE>

INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements

12.  Disclosures About Fair Value of Financial Instruments

     The following  methods and assumptions were used to estimate the fair value
     of each class of financial instruments:

     Bonds and common  stock
     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 and common stock in subsidiaries, which are valued on the equity
     method.

     Policy loans
     Policy  loans are,  generally,  issued with coupon rates below market rates
     and are considered early payment of the life benefit. As such, the carrying
     amount of these  financial  instruments  is a reasonable  estimate of their
     fair value.

     Mortgage loans
     The fair value of mortgage loans is estimated  using a discounted cash flow
     analysis  using rates for  BBB-rated  bonds with  similar  coupon rates and
     maturities.

     Cash and short-term investments
     The carrying amount of these instruments approximates market value.

     Deferred annuities and supplemental contracts
     The fair value of deferred  annuities  is  estimated  using cash  surrender
     values.  Fair  values  for  supplemental  contracts  is  estimated  using a
     discounted cash flow analysis, based on interest rates currently offered on
     similar  products.  The estimated  fair values of the  Company's  financial
     instruments at December 31, 1999 are as follows (in thousands):

                                                     Carrying         Market
                                                       Value           Value
                                                          (in thousands)

     Financial assets:
      Bonds                                       $  333,543      $  329,059
      Common stock                                    25,174          25,748
      Policy loans                                    39,833          39,833
      Mortgage loans                                   6,844           6,701
      Short-term investments                         144,270         144,270
      Cash                                             2,850           2,850

      Financial liabilities:
       Deferred annuities                             69,993          69,061
       Supplemental contracts                          8,944           8,564

                                       -48-

<PAGE>

INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements

13.  Reconciliation of Statutory  Accounting and Generally  Accepted  Accounting
     Principles

     A  reconciliation  from  the  basis of  accounting  of  generally  accepted
     accounting principles to the basis followed by the Company as prescribed or
     permitted  by state  insurance  regulatory  authorities  is as follows  (in
     thousands):

     Net income for the years ended December 31,        1999             1998

      Investors-NA GAAP net income                  $  12,909        $  11,667
      Adjustments for:
       Insurance revenues                                (542)           1,779
       Realized investment losses and
        amortization of IMR                              (900)            (757)
       Policy benefits and change in reserves          (2,402)          (4,503)
       Amortization of policy acquisition costs,
        net of costs deferred                           1,663            1,415
       Amortization of present value of future
        profits                                         2,442            4,882
       Federal income taxes                              (114)             (52)
       Other, net                                      (1,306)          (2,050)
      Investors-NA statutory net income             $  11,750        $  12,381



      Capital and surplus as of December 31,           1999             1998

      Investors-NA GAAP stockholder's equity        $ 132,850        $ 119,918
      Adjusted for:
       Securities valuation reserves                   15,849           14,692
       Non-admitted assets                             (3,374)          (4,243)
       Deferred policy acquisition costs              (31,035)         (27,211)
       Present value of future profits                (26,038)         (28,480)
       Due and deferred premium                         1,504            1,747
       Policy liabilities                             (19,127)         (19,770)
       Federal income taxes                             4,576            4,577
       Interest maintenance and asset
        valuation reserves                             (7,581)          (8,507)
       Surplus debenture                                5,896           15,896
       Other, net                                       1,649            2,008

     Investors-NA statutory capital and surplus     $  75,169        $  70,627



                                       -49-

<PAGE>

INVESTORS LIFE INSURANCE COMPANY OF NORTH AMERICA
Notes to Financial Statements

14.  Investment in Unconsolidated Subsidiaries

     A statutory basis summary of Investors Life Insurance Company of Indiana as
     of and for the year ended  December  31,  1999 and 1998 is as  follows  (in
     thousands):

                                                     1999             1998
     Net admitted assets                         $  176,450       $  188,139
     Total liabilities                              153,423          165,041
     Capital and surplus                             23,027           23,098

     Net income                                  $    3,131       $    5,007

     A GAAP basis summary of ILG  Securities  Corporation as of and for the year
     ended December 31, 1999 and 1998 is as follows (in thousands):

                                                       1999             1998
     Total assets                                $      230              259
     Total liabilities                                   31               42
     Total stockholder's equity                         199              217

     Net income                                  $      (18)       $       1



                                       -50-

<PAGE>

                             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:

                          Report of Independent Accountants

                          Combined Balance Sheet, as of December 31, 1999

                          Individual  Statements  of  Operations,  For the Year
                          Ended December 31, 1999

                          Individual Statements of Changes in Total Assets, For
                          the Years Ended December 31, 1999 and
                          December 31, 1998

                          Notes to Financial Statements


                (ii)      Depositor:

                          Report of Independent Accountants

                          Statutory Balance Sheets, as of December 31, 1999 and
                          December 31, 1997

                          Statutory Statements of Operations, for the Years
                          Ended December 31, 1999, December 31, 1998 and
                          December 31, 1997

                          Statutory Statements of Changes in Capital and
                          Surplus, for the Years Ended December 31, 1999,
                          December 31, 1998 and December 31, 1997


                                       C-1
<PAGE>

                          Statutory Statements of Cash Flows, for the Years
                          Ended December 31, 1999, December 31, 1998 and
                          December 31, 1997

                  Notes to Statutory Financial Statements



         (b)    Exhibits:

                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 (n/k/a ILG Securities 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.

                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         Participation Agreement between Investors Life
                          Insurance Company of North America, Putnam Capital
                          Manager Trust and Putnam Mutual Funds Corp.

                                       C-2
<PAGE>



                9         Opinion of counsel as to the legality of the
                          securities.

                10(a)     Consent of Independent Accountants

                11        Not Applicable

                12        Not Applicable

                13        Schedule for computation of performance returns.


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

Charles K. Chacosky              Executive Vice President and Chief Actuary

Theodore A. Fleron               Senior Vice President, General Counsel and
                                 Assistant Secretary; Director

Dale E. Mitte                    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-3
<PAGE>


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

Laurie C. Black                  Senior Vice President

Cindy Hall-Davis                 Senior Vice President

Ricardo A. Cruz                  Vice President

Robert D. Rue                    Vice President

Peter A. Tritz                   Vice President

Laurie Cleveland                 Vice President

Sherry Stroud                    Vice President

Joanne Shattuck                  Vice President

*701 Brazos Street, Austin, Texas 78701



                                       C-4
<PAGE>


Item 26.   Persons Controlled by or Under Common Control
             with the Depositor or Registrant

         Financial Industries Corporation (a financial services holding company,
         incorporated in Texas)

                      :
                      :
                      :  47.52%

         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%
                           :
                           :     ILG Securities Corporation:
                           :     (a registered broker-dealer
                           :     incorporated in Pennsylvania)
                           :
                           :
                           : 100%
                           :
                  Investors Life Insurance Company of Indiana
                  (an Indiana life insurance company)












                                       C-5
<PAGE>

Item 27.   Number of Contract Owners

As of  December  31,  1999 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.................................. 102
                 Non-qualified..............................  55

(ii)     Growth and Income II Division:
                 Qualified.................................. 412
                 Non-qualified.............................. 123

(iii)    Income Division:
                 Qualified..................................  94
                 Non-qualified.............................. 123

(iv)     Voyager Division
                 Qualified................................... 23
                 Non-qualified............................... 12



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:

                                       C-6
<PAGE>

          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  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

                                       C-7
<PAGE>

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 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.




                                       C-8
<PAGE>

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)  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, 1999

         (1)    Net underwriting discounts
                and commissions*..........................$   210

         (2)    Compensation on redemption or
                annuitization.............................    -0-

         (3)    Brokerage commissions.....................    -0-

         (4)    Compensation**............................    -0-

         *Represents amounts paid to principal underwriter.

                                       C-9
<PAGE>

     **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.

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
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, the Sponsor of the
Registrant  has caused  this  Post-Effective  Amendment  No. 25 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 27th day of April, 2000.


                               SEPARATE ACCOUNT I
                                  (Registrant)

                      By: Investors Life Insurance Company
                                of North America

                                /s/ Roy F. Mitte
                        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. 25 meets all of the  requirements  for  effectiveness  pursuant to
paragraph (b) of said Rule 485.

Pursuant  to the  requirements  of the  Securities  Act of 1933,  this  Separate
Account I Registration  Statement has been signed below by the following persons
in the capacities and on the date indicated:

  /s/ Roy F. Mitte                                   /s/ James M. Grace
Roy F. Mitte                                       James M. Grace
Principal Executive Officer                        Principal Financial Officer
Director                                           Principal Accounting Officer
                                                   Director

 /s/ 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


Dale E. Mitte                                      /s/ Charles K. Chacosky
Director                                           Charles K. Chacosky
                                                   Director

                                      C-11
<PAGE>

                                  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 (n/k/a ILG Securities
                                        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.

     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




                                      Ex-1
<PAGE>

Exhibit No.          Page No.                     Description

      8 *                                Participation Agreement between
                                         Investors Life Insurance Company of
                                         North America, Putnam Capital Manager
                                         Trust and Putnam Mutual Funds Corp.


      9 *                                Opinion of counsel as to the legality
                                         of the securities.

      10(a)            Ex-3              Consent of Independent Accountants

      11                                 Not Applicable

      12                                 Not Applicable

      13 *                               Schedule for computation of performance
                                         returns.


* Filed as an exhibit to Post-Effective  Amendment No. 25 (Form N-4) dated April
30, 1999 and incorporated herein by reference.











                                      Ex-2
<PAGE>

                                  Exhibit 10(a)

                       CONSENT OF INDEPENDENT ACCOUNTANTS



We  hereby  consent  to the  use  in the  Statement  of  Additional  Information
constituting  part of this  Post-Effective  Amendment No. 26 to the Registration
Statement on Form N-4 (No.  2-77712) of our report dated March 27, 2000 relating
to the statutory  financial  statements of Investors Life  Insurance  Company of
North  America  and of our  report  dated  February  22,  2000  relating  to the
financial  statements  of  Investors  Life  Insurance  Company of North  America
Separate Account I, which appear in such Statement of Additional Information.


PricewaterhouseCoopers LLP
Dallas, Texas
April 27, 2000


















                                      Ex-3



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