PHOENIX HOME LIFE VARIABLE ACCUMULATION ACCOUNT, 497, 1996-09-09

PHOENIX HOME LIFE VARIABLE ACCUMULATION ACCOUNT
497, 1996-09-09

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A CONTRACT ALLOWING FOR A MATURITY DATE WITHIN THE FIRST CONTRACT YEAR; VARIABLE
PAYMENT ANNUITY OPTIONS, L, M AND N; AND LOANS AND HARDSHIP WITHDRAWALS ON THE
GROUP STRATEGIC EDGE CONTRACT MAY NOT YET BE AVAILABLE IN YOUR STATE. FOR
FURTHER INFORMATION, PLEASE CALL 800-447-4312.

[VERSION A]

PROSPECTUS
PHOENIX HOME LIFE VARIABLE ACCUMULATION ACCOUNT

Variable Accumulation Annuity Contracts
issued by

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
VARIABLE PRODUCTS OPERATIONS
101 MUNSON STREET
P.O. BOX 942
GREENFIELD, MASSACHUSETTS 01302-0942
TELEPHONE: (800) 447-4312
FOR TAX QUALIFIED AND NON-TAX QUALIFIED ANNUITY PLANS

This Prospectus describes variable accumulation annuity contracts
("Contracts") issued by Phoenix Home Life Mutual Insurance Company ("Phoenix").
The Contracts provide for both an Accumulation Period and an Annuity Period.
Premium payments under the Contract are flexible. Contracts may be purchased by
individuals or on a group basis by employers to fund tax-qualified
pension and profit-sharing plans. For information on Contracts issued
on a group basis, see "GROUP CONTRACTS."

Generally, a minimum initial purchase payment of $1,000 is required and each
subsequent purchase payment must be at least $25. If the bank draft investment
program ("check-o-matic" as described under "Purchase of Contracts") is elected,
the minimum initial purchase payment required is $25. For Individual Retirement
Accounts (IRAs), the minimum initial purchase payment required is $25. For
individual Contracts issued under tax-qualified or employer sponsored plans
other than IRAs, a minimum annual payment of $1,000 must be made. For Contracts
with a Maturity Date in the first Contract year, a minimum initial purchase
payment of $10,000 is required. Generally, a Contract may not be purchased with
respect to a proposed Annuitant who is eighty years of age or older.

Purchase payments are allocated to one or more of the available Sub-accounts
of the Phoenix Home Life Variable Accumulation Account (the "Account") and/or to
the Guaranteed Interest Account ("GIA") (see Appendix A) as specified by the
Contract Owner in the application for the Contract. The Account is divided into
Sub-accounts, each of which invests in a corresponding series of The Phoenix
Edge Series Fund or Wanger Advisors Trust (collectively, the "Funds").

purchase payment is refunded. If the initial purchase payment, or any
portion thereof, was allocated to the GIA, that payment (or portion) and any
earned interest is refunded. (See "Free Look Period.")

This Prospectus provides information a prospective investor ought to know
before investing and should be kept for future reference. It is accompanied by
current Prospectuses for the Funds. No offer is being made of a Contract funded
by any Fund for which a current Prospectus has not been delivered.

CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY,
ANY BANK, CREDIT UNION OR AFFILIATED ENTITY AND ARE NOT FEDERALLY INSURED OR
OTHERWISE PROTECTED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC), FEDERAL
RESERVE BOARD, OR ANY OTHER AGENCY AND INVOLVE INVESTMENT RISKS INCLUDING
POSSIBLE LOSS OF PRINCIPAL.

Additional information about the Account has been filed with the Securities
and Exchange Commission ("SEC") in a Statement of Additional Information, dated
May 1, 1996, which is incorporated herein by reference. The Statement of
Additional Information, the table of contents of which is set forth in this
Prospectus, is available without charge upon request by writing or telephoning
Phoenix at the address or telephone number set forth above.

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

MAY 1, 1996

AS SUPPLEMENTED SEPTEMBER 15, 1996

<PAGE>

TABLE OF CONTENTS

Heading Page
- ----------------------------------------------------------------
SUMMARY OF EXPENSES.......................................... 3
FINANCIAL HIGHLIGHTS......................................... 4
PERFORMANCE HISTORY.......................................... 7
SPECIAL TERMS................................................ 8
SUMMARY ..................................................... 9
THE VARIABLE ACCUMULATION ANNUITY ........................... 11
PHOENIX AND THE ACCOUNT...................................... 11
THE PHOENIX EDGE SERIES FUND................................. 12
WANGER ADVISORS TRUST........................................ 12
PURCHASE OF CONTRACTS ....................................... 13
DEDUCTIONS AND CHARGES....................................... 13
Premium Tax ............................................. 13
Sales Charges ........................................... 13
Charges for Mortality and Expense Risks ................. 13
Charges for Administrative Services ..................... 14
Other Charges ........................................... 14
THE ACCUMULATION PERIOD...................................... 15
Accumulation Units ...................................... 15
Accumulation Unit Values ................................ 15
Transfers ............................................... 15
Surrender of Contract; Partial Withdrawals .............. 16
Lapse of Contract ....................................... 16
Payment Upon Death Before Maturity Date ................. 16
GROUP CONTRACTS.............................................. 16
Allocated Group Contracts ............................... 17
Unallocated Group Contracts ............................. 17
THE ANNUITY PERIOD .......................................... 17
Variable Accumulation Annuity Contracts.................. 17
Annuity Options ......................................... 18
Option A--Life Annuity With Specified Period Certain..... 18
Option B--Non-Refund Life Annuity ....................... 18
Option D--Joint and Survivor Life Annuity ............... 18
Option E--Installment Refund Life Annuity ............... 18
Option F--Joint and Survivor Life Annuity With
Specified Period Certain ............................. 19
Option G--Payments for Specified Period ................. 19
Option H--Payments of Specified Amount .................. 19
Option I--Variable Payment Life Annuity with Ten Year
Period Certain ....................................... 19
Option J--Joint Survivor Variable Payment Life Annuity
with Ten Year Period Certain ......................... 19
Option K--Variable Payment Annuity for a Specified
Period ............................................... 19
Option L--Variable Payment Life Expectancy Annuity....... 19
Option M--Unit Refund Variable Payment Life Annuity...... 19
Option N--Variable Payment Non-Refund Life Annuity....... 19
Other Options and Rates.................................. 19
Other Conditions ........................................ 19
Payment Upon Death After Maturity Date .................. 20
VARIABLE ACCOUNT VALUATION PROCEDURES........................ 20
MISCELLANEOUS PROVISIONS .................................... 20
Assignment............................................... 20
Deferment of Payment .................................... 20
Free Look Period......................................... 20
Amendments to Contracts ................................. 21
Substitution of Fund Shares ............................. 21
Ownership of the Contract ............................... 21
FEDERAL INCOME TAXES ........................................ 21
Introduction ............................................ 21
Tax Status............................................... 21
Taxation of Annuities in General......................... 21
Surrenders or Withdrawals Prior to the Contract
Maturity Date ...................................... 21
Surrenders or Withdrawals On or After the Contract
Maturity Date ...................................... 21
Penalty Tax on Certain Surrenders and Withdrawals .... 22
Additional Considerations................................ 22
Diversification Standards ............................... 23
Qualified Plans.......................................... 23
Tax Sheltered Annuities .............................. 24
Keogh Plans........................................... 24
Individual Retirement Accounts ....................... 24
Corporate Pension and Profit-Sharing Plans ........... 24
Deferred Compensation Plans with Respect to
Service for State and Local Governments and
Tax-Exempt Organizations ........................... 24
Seek Tax Advice....................................... 24
SALES OF VARIABLE ACCUMULATION CONTRACTS .................... 24
STATE REGULATION ............................................ 25
REPORTS ..................................................... 25
VOTING RIGHTS ............................................... 25
TEXAS OPTIONAL RETIREMENT PROGRAM ........................... 25
LITIGATION .................................................. 25
LEGAL MATTERS ............................................... 25
STATEMENT OF ADDITIONAL INFORMATION.......................... 26
APPENDIX A .................................................. 27
APPENDIX B .................................................. 28

<PAGE>

SUMMARY OF EXPENSES

<TABLE>

<CAPTION>
CONTRACT OWNER TRANSACTION EXPENSES ALL SUB-ACCOUNTS
<S> <C>
Sales Load Imposed on
Purchases (as a percentage of purchase payments) ............................... None
Deferred Sales Load (as a percentage of amount surrendered):(1)
Age of Deposit in Complete Years 0-1 ...................................... 6%
Age of Deposit in Complete Years 1-2 ...................................... 5%
Age of Deposit in Complete Years 2-3 ...................................... 4%
Age of Deposit in Complete Years 3-4 ...................................... 3%
Age of Deposit in Complete Years 4-5 ...................................... 2%
Age of Deposit in Complete Years 5-6 ...................................... 1%
Age of Deposit in Complete Years 6 and thereafter ......................... None
Exchange Fee
Current Fee ............................................................... None
Maximum Allowable Charge Per Exchange ..................................... $10
ANNUAL CONTRACT FEE
Current ................................................................... $35
Maximum ................................................................... $35
SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)
Mortality and Expense Risk Fees ....................... 1.25% or 1.00% (depending on Contract form)(2)
Account Fees and Expenses ................................................. None
Total Separate Account Annual Expenses ................ 1.25% or 1.00% (depending on Contract form)(2)
</TABLE>

<TABLE>

MULTI- TOTAL MONEY REAL STRATEGIC WANGER U.S. WANGER INT'L
SUB-ACCOUNTS GROWTH SECTOR RETURN MARKET INT'L BALANCED ESTATE THEME(4) ASIA(5) SMALL CAP SMALL CAP
- ------------ ------ ------ ------ ------ ----- -------- ------ --------- ------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FUND ANNUAL EXPENSES
(as a percentage of fund average net assets)
Investment Management Fees.. .65% .50% .59% .40% .75% .55% .75% .75% 1.00% 1.00% 1.30%
Other Expenses (after
expense reimbursement)(3) .10% .15% .08% .13% .32% .10% .25% .25% .25% .35% .50%
Total Fund Annual Expenses . .75% .65% .67% .53% 1.07% .65% 1.00% 1.00% 1.25% 1.35% 1.80%
EXAMPLE
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 assets:
1 year .................. $ 68 $ 67 $ 68 $ 66 $ 71 $ 67 $ 71 $ 71 $ 73 $ 74 $ 78
3 years ................. 97 94 95 91 107 94 105 105 112 115 128
5 years ................ 126 121 122 115 142 121 139 139 151 156 178
10 years ............... 248 238 240 225 281 238 274 274 299 309 351
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................... $ 22 $ 21 $ 21 $ 20 $ 25 $ 21 $ 25 $ 25 $ 27 $ 28 $ 33
3 years ................. 68 65 65 61 78 65 75 75 83 86 99
5 years ................. 116 111 112 105 132 111 129 129 141 146 168
10 years ................ 248 238 240 225 281 238 274 274 299 309 351
</TABLE>

(1)A sales charge may be taken from the proceeds when a Contract is surrendered
or when an amount is withdrawn, if assets have not been held under the
Contract for a certain period of time. An amount up to 10% of the Contract
Value may be withdrawn each year without a sales charge. (See "Deductions and
Charges--Sales Charges.")

(2)The expense risk charge under a Contract is either .60% or .85%, depending on
when the Contract was issued. (See "Deductions and Charges--Charges for
Mortality and Expense Risks.")

(3)Each Series pays a portion or all of its total operating expenses other than
the management fee. The Growth, Multi-Sector, Total Return, Money Market and
Balanced Series will pay up to .15%; the International Series will pay up to
.40%; the Real Estate, Strategic Theme and Asia Series will pay up to .25%;
the Wanger U.S. Small Cap Series will pay up to .50%; and the Wanger
International Small Cap Series will pay up to .60%. Absent expense
reimbursements, total fund operating expenses were (or expected to be) .73%,
1.98%, 1.33%, 2.40%, 2.35% and 4.20%, respectively for Multi-Sector, Real
Estate, Strategic Theme, Asia, Wanger U.S. Small Cap and Wanger International
Small Cap. Expenses may be higher or lower than those shown but are subject
to expense limitations as noted.

(4)Inclusion of this Sub-account began on January 29, 1996. Accordingly,
annualized expenses have been projected for the fiscal period ending
December 31, 1996.

(5)Inclusion of this Sub-account began on September 15, 1996. Accordingly,
annualized expenses have been projected for the fiscal period ending
December 31, 1996.

The purpose of the tables set forth above is to assist the Contract Owner in
understanding the various costs and expenses that a Contract Owner will bear
directly or indirectly. The table reflects expenses of the Account as well as
the Funds. (See "Deductions and Charges" in this Prospectus and in the Fund
Prospectuses.)

Premium or other taxes levied by any governmental entity with respect to the
Contract will be charged against the Contract Values based on a percentage of
premiums paid. Premium taxes currently imposed by certain states on the
Contracts range from 0% to 3.5% of premiums paid. (See "Deductions and
Charges--Premium Tax.")

The Example should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown. The $35
annual administrative charge is reflected in the Example as $1.75 since the
average Contract account size is greater than $1,000 and the expense effect is
reduced accordingly. (See "Deductions and Charges.")

<PAGE>

PHOENIX VARIABLE ACCUMULATION ACCOUNT

FINANCIAL HIGHLIGHTS

(SELECTED DATA FOR A UNIT OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

Following are the financial highlights for the period indicated. As used
below, the designation "VA 1" refers to Contracts assessing an expense risk
charge of .60% and "VA 2," "VA 3," and GSE refers to Contracts assessing an
expense risk charge of .85%. (See "Deductions and Charges.")

<TABLE>
MONEY MARKET SUB-ACCOUNT
VA1
------------------------------------------------------------------------------------------------------
<CAPTION>
YEAR ENDED DECEMBER 31, FROM
----------------------- INCEPTION
2/8/86 TO
1995 1994 1993 1992 1991 1990 1989 1988 1987 12/31/86
---- ---- ---- ---- ---- ---- ---- ---- ---- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Unit value,
beginning of period $1.954211 $1.900873 $1.866308 $1.820007 $1.734559 $1.619595 $1.497413 $1.407621 $1.334900 $1.330386
Unit value, end of period.. $2.045097 $1.954211 $1.900873 $1.866308 $1.820007 $1.734559 $1.619595 $1.497413 $1.407621 $1.334900
========= ========= ========= ========= ========= ========= ========= ========= ========= =========
Number of units
outstanding (000) 3,457 4,649 4,617 8,601 10,289 13,110 13,319 12,813 6,829 2,719
</TABLE>

<TABLE>
MONEY MARKET SUB-ACCOUNT
VA2, VA3 & GSE
------------------------------------------------------------------------------------------------
<CAPTION>
YEAR ENDED DECEMBER 31, FROM
----------------------- INCEPTION
1/29/87 TO
1995 1994 1993 1992 1991 1990 1989 1988 12/31/87
---- ---- ---- ---- ---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Unit value, beginning of period. $1.915930 $1.868172 $1.838756 $1.797544 $1.717328 $1.607305 $1.489598 $1.403711 $1.339975
Unit value, end of period ...... $2.000092 $1.915930 $1.868172 $1.838756 $1.797544 $1.717328 $1.607305 $1.489598 $1.403711
========= ========= ========= ========= ========= ========= ========= ========= =========
Number of units outstanding (000) 37,026 38,007 30,143 27,132 15,331 8,723 4,057 1,741 290
</TABLE>

<TABLE>
GROWTH SUB-ACCOUNT
VA1
-----------------------------------------------------------------------------------------------------------
<CAPTION>
YEAR ENDED DECEMBER 31, FROM
----------------------- INCEPTION
12/8/86 TO
1995 1994 1993 1992 1991 1990 1989 1988 1987 12/31/86
---- ---- ---- ---- ---- ---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Unit value,
beginning of period $6.384494 $6.355486 $5.362579 $4.910837 $3.474821 $3.373255 $2.501870 $2.431756 $2.296978 $2.334879
Unit value,
end of period........ $8.273644 $6.384494 $6.355486 $5.362579 $4.910837 $3.474821 $3.373255 $2.501870 $2.431756 $2.296978
========= ========= ========= ========= ========= ========= ========= ========= ========= =========
Number of units
outstanding (000) 8,153 8,351 8,671 8,652 7,280 6,658 6,726 6,243 7,046 5,696
</TABLE>

<TABLE>
GROWTH SUB-ACCOUNT
VA2, VA3 & GSE
--------------------------------------------------------------------------------------------
<CAPTION>
YEAR ENDED DECEMBER 31, FROM
----------------------- INCEPTION
1/29/87 TO
1995 1994 1993 1992 1991 1990 1989 1988 12/31/87
---- ---- ---- ---- ---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Unit value, beginning of period $6.261062 $6.248053 $5.284626 $4.851447 $3.440659 $3.348325 $2.489403 $2.425706 $2.555569
Unit value, end of period..... $8.093932 $6.261062 $6.248053 $5.284626 $4.851447 $3.440659 $3.348325 $2.489403 $2.425706
========= ========= ========= ========= ========= ========= ========= ========= =========
Number of units outstanding (000) 94,344 76,226 52,751 29,531 12,343 4,415 1,792 655 376
</TABLE>

<TABLE>
MULTI-SECTOR SUB-ACCOUNT (FORMERLY THE "BOND" SUB-ACCOUNT)
VA1
-----------------------------------------------------------------------------------------------------------
<CAPTION>
YEAR ENDED DECEMBER 31, FROM
----------------------- INCEPTION
12/8/86 TO
1995 1994 1993 1992 1991 1990 1989 1988 1987 12/31/86
---- ---- ---- ---- ---- ---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Unit value,
beginning of period $2.762836 $2.952674 $2.572692 $2.360698 $1.993832 $1.913888 $1.786177 $1.632777 $1.631508 $1.621539
UNIT value,
end of period....... $3.379335 $2.762836 $2.952674 $2.572692 $2.360698 $1.993832 $1.913888 $1.786177 $1.632777 $1.631508
========= ========= ========= ========= ========= ========= ========= ========= ========= =========
Number of units
outstanding (000) 4,418 4,839 5,798 5,539 5,541 5,085 6,195 5,585 4,991 4,452
</TABLE>

<PAGE>

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A UNIT OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

<TABLE>
MULTI-SECTOR SUB-ACCOUNT (FORMERLY THE "BOND" SUB-ACCOUNT)
VA2, VA3 & GSE
--------------------------------------------------------------------------------------------------
<CAPTION>
YEAR ENDED DECEMBER 31, FROM
----------------------- INCEPTION
1/29/87 TO
1995 1994 1993 1992 1991 1990 1989 1988 12/31/87
---- ---- ---- ---- ---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Unit value, beginning of period $2.710153 $2.902941 $2.535693 $2.332392 $1.974705 $1.900136 $1.777482 $1.628898 $1.679498
Unit value, end of period...... $3.306804 $2.710153 $2.902941 $2.535693 $2.332392 $1.974705 $1.900136 $1.777482 $1.628898
========= ========= ========= ========= ========= ========= ========= ========= =========
Number of units outstanding (000) 25,435 20,608 19,839 10,612 3,480 1,438 856 396 120
</TABLE>

<TABLE>
TOTAL RETURN SUB-ACCOUNT
VA1
---------------------------------------------------------------------------------------------------------
<CAPTION>
YEAR ENDED DECEMBER 31, FROM
----------------------- INCEPTION
12/8/86 TO
1995 1994 1993 1992 1991 1990 1989 1988 1987 12/31/86
---- ---- ---- ---- ---- ---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Unit value,
beginning of period $3.008513 $3.081973 $2.804149 $2.559543 $1.999109 $1.909058 $1.608209 $1.587193 $1.424283 $1.446640
Unit value,
end of period...... $3.520947 $3.008513 $3.081973 $2.804149 $2.559543 $1.999109 $1.909058 $1.608209 $1.587193 $1.424283
========= ========= ========= ========= ========= ========= ========= ========= ========= =========
Number of units
outstanding (000) 18,038 19,981 23,027 23,424 22,916 22,667 24,606 31,107 33,612 17,412
</TABLE>

<TABLE>
TOTAL RETURN SUB-ACCOUNT
VA2, VA3 & GSE
--------------------------------------------------------------------------------------------------
<CAPTION>
YEAR ENDED DECEMBER 31, FROM
----------------------- INCEPTION
1/29/87 TO
1995 1994 1993 1992 1991 1990 1989 1988 12/31/87
---- ---- ---- ---- ---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Unit value, beginning of period. $2.948151 $3.028790 $2.762529 $2.527829 $1.979067 $1.894604 $1.600110 $1.583050 $1.587758
Unit value, end of period....... $3.442824 $2.948151 $3.028790 $2.762529 $2.527829 $1.979067 $1.894604 $1.600110 $1.583050
========= ========= ========= ========= ========= ========= ========= ========= =========
Number of units outstanding (000) 73,165 68,860 53,869 30,431 13,524 7,031 3,797 3,139 1,604
</TABLE>

<TABLE>
INTERNATIONAL SUB-ACCOUNT
VA1
--------------------------------------------------------------------------------------------------
<CAPTION>
YEAR ENDED DECEMBER 31, FROM
----------------------- INCEPTION
5/1/90 TO
1995 1994 1993 1992 1991 12/31/90
---- ---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C>
Unit value, beginning of period. $1.267735 $1.279733 $0.933515 $1.081746 $0.912543 $1.000000
Unit value, end of period ...... $1.375527 $1.267735 $1.279733 $0.933515 $1.081746 $0.912543
========= ========= ========= ========= ========= =========
Number of units outstanding (000) 3,762 5,926 3,309 1,401 816 490
</TABLE>

<TABLE>
INTERNATIONAL SUB-ACCOUNT
VA2, VA3 & GSE
--------------------------------------------------------------------------------------------------
<CAPTION>
YEAR ENDED DECEMBER 31, FROM
----------------------- INCEPTION
5/1/90 TO
1995 1994 1993 1992 1991 12/31/90
---- ---- ---- ---- ---- ---------
<S> <C> <C> <C> <C> <C> <C>
Unit value, beginning of period.. $1.253391 $1.268491 $0.927578 $1.077492 $0.911158 $1.000000
Unit value, end of period ....... $1.356645 $1.253391 $1.268491 $0.927578 $1.077492 $0.911158
========= ========= ========= ========= ========= =========
Number of units outstanding (000) 78,985 88,400 39,929 12,307 4,364 1,616
</TABLE>

<PAGE>

FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A UNIT OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

<TABLE>
BALANCED SUB-ACCOUNT
-------------------------------------------------------------------------------------------------
VA1 VA2, VA3 & GSE
------------------------------------------ ------------------------------------------
<CAPTION>
FROM FROM
YEAR ENDED DECEMBER 31, INCEPTION YEAR ENDED DECEMBER 31, INCEPTION
----------------------- 5/1/92 TO ----------------------- 5/1/92 TO
1995 1994 1993 12/31/92 1995 1994 1993 12/31/92
---- ---- ---- -------- ---- ---- ---- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Unit value, beginning of period. $1.124370 $1.168840 $1.086965 $1.000000 $1.116862 $1.163951 $1.085113 $1.000000
Unit value, end of period....... $1.373104 $1.124370 $1.168840 $1.086965 $1.360620 $1.116862 $1.163951 $1.085113
========= ========= ========= ========= ========= ========= ========= =========
Number of units outstanding (000) 4,027 4,732 5,601 3,283 126,919 130,797 123,929 39,740
</TABLE>

<TABLE>
REAL ESTATE SECURITIES SUB-ACCOUNT
------------------------------------------
VA1 VA2, VA3 & GSE
--------------- --------------
<CAPTION>
FROM FROM
INCEPTION INCEPTION
5/1/95 TO 5/1/95 TO
12/31/95 12/31/95
--------- ---------
<S> <C> <C>
Unit value, beginning of period......................................................... $1.000000 $1.000000
Unit value, end of period............................................................... $1.155453 $1.168262
========= =========
Number of units outstanding (000)....................................................... 34 7,009
</TABLE>

<TABLE>
WANGER INTERNATIONAL SMALL CAP
SUB-ACCOUNT
------------------------------------------
VA1 VA2, VA3 & GSE
--------------- --------------
<CAPTION>
FROM FROM
INCEPTION INCEPTION
5/1/95 TO 5/1/95 TO
12/31/95 12/31/95
--------- ---------
<S> <C> <C>
Unit value, beginning of period......................................................... $1.000000 $1.000000
Unit value, end of period............................................................... $1.239576 $1.334598
========= =========
Number of units outstanding (000)....................................................... 194 7,738
</TABLE>

<TABLE>
WANGER U.S. SMALL CAP SUB-ACCOUNT
------------------------------------------
VA1 VA2, VA3 & GSE
--------------- --------------
<CAPTION>
FROM FROM
INCEPTION INCEPTION
5/1/95 TO 5/1/95 TO
12/31/95 12/31/95
--------- ---------
<S> <C> <C>
Unit value, beginning of period........................................................... $1.000000 $1.000000
Unit value, end of period................................................................. $1.157802 $1.155807
========= =========
Number of units outstanding (000)......................................................... 460 17,039
</TABLE>

STRATEGIC THEME SUB-ACCOUNT

THIS SUB-ACCOUNT COMMENCED OPERATIONS AS OF JANUARY 29, 1996;
ACCORDINGLY, DATA FOR THIS SUB-ACCOUNT IS NOT YET AVAILABLE.

ABERDEEN NEW ASIA SUB-ACCOUNT

THIS SUB-ACCOUNT COMMENCED OPERATIONS AS OF SEPTEMBER 15, 1996;
ACCORDINGLY, DATA FOR THIS SUB-ACCOUNT IS NOT YET AVAILABLE.

<PAGE>

PERFORMANCE HISTORY
- --------------------------------------------------------------------------------
From time to time the Account may include the performance history of any or
all Sub-accounts in advertisements, sales literature or reports. PERFORMANCE
INFORMATION ABOUT EACH SUB-ACCOUNT IS BASED ON PAST PERFORMANCE ONLY AND IS NOT
AN INDICATION OF FUTURE PERFORMANCE. Performance information may be expressed as
yield and effective yield of the Money Market Sub-account, as yield of the
Multi-Sector Sub-account and as total return of any Sub-account. For the
Multi-Sector Sub-account, quotations of yield will be based on all investment
income per unit earned during a given 30-day period (including dividends and
interest), less expenses accrued during the period ("net investment income"),
and are computed by dividing the net investment income by the maximum offering
price per unit on the last day of the period.

When a Sub-account advertises its total return, it will usually be
calculated for one year, five years, and ten years or since inception if the
Sub-account has not been in existence for at least ten years. Total return is
measured by comparing the value of a hypothetical $1,000 investment in the
Sub-account at the beginning of the relevant period to the value of the
investment at the end of the period, assuming the reinvestment of all
distributions at net asset value and the deduction of all applicable Contract
charges except for premium taxes (which vary by state) at the beginning of the
relevant period.

For those Sub-accounts within the Account that have not been available for
one of the quoted periods, the standardized average annual total return
quotations may show the investment performance such Sub-account would have
achieved (reduced by the applicable charges) had it been available to invest in
shares of the Fund for the period quoted.

Below are quotations of standardized average annual total return for
contracts assessing an .85% expense charge, calculated as described above.

AVERAGE ANNUAL TOTAL RETURN
FOR THE PERIOD ENDED 12/31/95
-----------------------------

COMMENCE- 10 LIFE OF
SUB-ACCOUNT MENT DATE 1 YEAR 5 YEARS YEARS FUND
- ----------- --------- ------ ------- ----- ----
Multi-Sector... 1/1/83 16.34% 10.51% 8.96% 9.42%
Balanced....... 5/1/92 16.16% N/A N/A 7.78%
Total Return... 9/1/84 11.35% 11.37% 10.58% 11.41%
Growth......... 1/1/83 23.27% 18.32% 15.30% 17.28%
International.. 5/1/90 3.19% 7.94% N/A 5.19%
Money Market... 10/29/82 (0.48%) 2.74% 4.51% 5.17%
Real Estate.... 5/1/95 N/A N/A N/A 9.82%
Wanger U.S.
Small Cap...... 5/1/95 N/A N/A N/A 8.16%
Wanger Int'l
Small Cap...... 5/1/95 N/A N/A N/A 25.40%

ANNUAL TOTAL RETURN*
-------------------

MULTI- BAL- TOTAL INTER- MONEY
YEAR SECTOR ANCED RETURN GROWTH NATIONAL MARKET
- ---- ------ ----- ------ ------ -------- ------
1983........ 4.69% N/A N/A 31.26% N/A 7.03%
1984........ 9.96% N/A (1.45)% 9.29% N/A 8.85%
1985........ 19.11% N/A 25.76% 33.26% N/A 6.69%
1986........ 17.82% N/A 14.25% 18.98% N/A 5.19%
1987........ 2.47% N/A 11.18% 5.61% N/A 5.13%
1988........ 8.01% N/A 1.08% 2.63% N/A 6.12%
1989........ 5.22% N/A 18.41% 34.51% N/A 7.86%
1990........ 3.92% N/A 4.45% 2.75% (8.88)% 6.88%
1991........ 18.11% N/A 27.73% 41.00% 18.25% 4.67%
1992........ 8.72% 8.51% 9.28% 8.93% (13.91)% 2.29%
1993........ 14.48% 7.27% 9.64% 18.23% 36.75% 1.60%
1994........ (6.64)% (4.05)% (2.66)% 0.21% (1.19)% 2.56%
1995........ 22.02% 21.83% 16.78% 29.27% 8.24% 4.39%

WANGER U.S. WANGER INT'L.
YEAR REAL ESTATE SMALL CAP SMALL CAP
- ---- ----------- -------- ---------
1983........ N/A N/A N/A
1984........ N/A N/A N/A
1985........ N/A N/A N/A
1986........ N/A N/A N/A
1987........ N/A N/A N/A
1988........ N/A N/A N/A
1989........ N/A N/A N/A
1990........ N/A N/A N/A
1991........ N/A N/A N/A
1992........ N/A N/A N/A
1993........ N/A N/A N/A
1994........ N/A N/A N/A
1995........ 16.83% 15.07% 33.41%
*Sales Charges have not been deducted from the Annual Total Return.

THESE RATES OF RETURN ARE NOT AN ESTIMATE OR GUARANTEE OF FUTURE PERFORMANCE.

Current yield for the Money Market Sub-account is based upon the income
earned by the Sub-account over a seven-day period and then annualized, i.e., the
income earned in the period is assumed to be earned every seven days over a
52-week period and stated as a percentage of the investment. Effective yield is
calculated similarly but when annualized, the income earned by the investment is
assumed to be reinvested in Sub-account Units and thus compounded in the course
of a 52-week period. Yield and effective yield reflect the recurring charges on
the Account level including the annual administrative fee.

Yield calculations of the Money Market Sub-account used for illustration
purposes are based on the consideration of a hypothetical participant's account
having a balance of exactly one Unit at the beginning of a seven-day period,
which period will end on the date of the most recent financial statements. The
yield for the Sub-account during this seven-day period will be the change in the
value of the hypothetical participant's account's original Unit. The following
is an example of this yield calculation for the Money Market Sub-account based
on a seven-day period ending December 31, 1995.

<PAGE>

Assumptions: CONTRACTS
ASSESSING
.85% EXPENSE
CHARGE
------------

Value of hypothetical pre-existing account with
exactly one unit at the beginning of the period:..... 1.998416
Value of the same account (excluding capital
changes) at the end of the seven-day period:......... 2.000092
Calculation:
Ending account value................................... 2.000092
Less beginning account value........................... 1.998416
Net change in account value............................ 0.001676
Base period return:
(adjusted change/beginning account value).............. 0.000839
Current yield = return x (365/7) =..................... 4.37%
Effective yield = [(1 + return)365/7] -1 =............. 4.47%

The current yield and effective yield information will fluctuate, and
publication of yield information may not provide a basis for comparison with
bank deposits, other investments which are insured and/or pay a fixed yield for
a stated period of time, or other investment companies, due to charges which
will be deducted on the account level.

A Sub-account's performance may be compared to that of the Consumer Price
Index or various unmanaged equity or bond indices such as the Dow Jones
Industrial Average, the Standard & Poor's 500 Stock Index, and the Europe
Australia Far East Index, and may also be compared to the performance of the
other variable annuities as reported by services such as Lipper Analytical
Services, Inc. ("Lipper"), CDA Investment Technologies, Inc. ("CDA") and
Morningstar, Inc. or in other various publications. Lipper and CDA are widely
recognized independent rating/ranking services. A Sub-account's performance may
also be compared to that of other investment or savings vehicles.

Advertisements, sales literature and other communications may contain
information about any Series' or advisers' current investment strategies and
management style. Current strategies and style may change to respond to a
changing market and economic conditions. From time to time, the Series may
discuss specific portfolio holdings or industries in such communications. To
illustrate components of overall performance, the Series may separate their
cumulative and average annual returns into income results and capital gains or
losses; or cite separately as a return figure the equity or bond portion of a
Series' portfolio; or compare a Series' equity or bond return figure to
well-known indices of market performance including but not limited to the S&P
500 index, Dow Jones Industrial Average, First Boston High Yield Index, and
Solomon Brothers Corporate and Government Bond Indices.

Each fund's annual report, available upon request and without charge,
contains a discussion of the performance of the fund and a comparison of that
performance to a securities market index.

SPECIAL TERMS
- --------------------------------------------------------------------------------
As used in this Prospectus, the following terms have the indicated meanings:

ACCOUNT: Phoenix Home Life Variable Accumulation Account.

ACCUMULATION UNIT: A standard of measurement with respect to each Sub-account
used in determining the value of a Contract and the interest in the Sub-accounts
prior to the commencement of annuity payments.

ACCUMULATION VALUE: The value of a Contract on or prior to its Maturity Date,
equal to the sum of the products obtained by multiplying the number of
Accumulation Units in each Sub-account then credited to the Contract by the
appropriate Accumulation Unit Value.

ANNUITANT: The person whose life is used as the measuring life under the
Contract. The primary Annuitant as shown on the Contract's Schedule Page while
the primary Annuitant is living, and then the contingent Annuitant designated on
the application for the Contract or as later changed by the Owner, if the
contingent Annuitant is living at the death of the primary Annuitant.

ANNUITY OPTION: The provisions under which a series of annuity payments is made
to the Annuitant or other payee, such as Life Annuity with Ten Years Certain.
(See "Annuity Options.")

ANNUITY UNIT: A standard of measurement used in determining the amount of each
variable income payment under the variable payment Annuity Options I, J, K, M
and N.

CONTRACT: The deferred variable accumulation annuity contracts described in this
Prospectus.

CONTRACT VALUE: Prior to the Maturity Date, the sum of the value under a
Contract of all Accumulation Units held in the Sub-accounts of the Account and
the value held in the Guaranteed Interest Account.

FIXED PAYMENT ANNUITY: A benefit providing periodic payments of a fixed dollar
amount throughout the Annuity Period that does not vary with or reflect the
investment performance of any Sub-account.

FUNDS: The Phoenix Edge Series Fund and the Wanger Advisors Trust.

GROUP CONTRACT: The deferred variable accumulation annuity contract, offered to
employers or trusts to fund tax-qualified plans for groups of participants,
described in this Prospectus.

GUARANTEED INTEREST ACCOUNT (GIA): An allocation option under which amounts
deposited are guaranteed to earn a fixed rate of interest. Excess interest also
may be credited, in the sole discretion of Phoenix.

ISSUE DATE: The date that the initial purchase payment is invested under a
Contract.

MATURITY DATE: The date elected by the Owner pursuant to the Contract as of
which annuity payments will commence. The election is subject to certain
conditions described in "THE ANNUITY PERIOD."

MINIMUM INITIAL PURCHASE PAYMENT: The amount which must be paid when a Contract
is purchased. Minimum initial purchase payments of $1,000, $25, $25, $1,000
annually and $10,000 are required for non-qualified, IRA, bank draft program,
qualified plan Contracts and Contracts with a Maturity Date in the first
Contract year, respectively.

<PAGE>

MINIMUM SUBSEQUENT PAYMENT: The amount which must be paid when any subsequent
payments are made, after the minimum initial purchase payment has been made (see
above). The minimum subsequent payment for all Contracts is $25.

OWNER: The person or entity, usually the one to whom the Contract is issued, who
has the sole right to exercise all rights and privileges under the Contract
except as otherwise provided in the Contract. The Owner may be the Annuitant, an
employer, a trust or any other individual or entity specified in the application
for the Contract. However, under Contracts used with certain tax qualified
plans, the Owner must be the Annuitant. A husband and wife may be designated as
joint owners, and if such a joint owner dies, the other joint owner becomes the
sole Owner of the Contract. If no Owner is named, the Annuitant will be the
Owner.

PAYMENT UPON DEATH: The obligation of Phoenix under a Contract to make a payment
on the death of the Owner or Annuitant at any time before the Maturity Date of a
Contract (see "Payment Upon Death Before Maturity Date") or after the Maturity
Date of a Contract (see "Payment Upon Death After Maturity Date").

PHOENIX: Phoenix Home Life Mutual Insurance Company.

VARIABLE PAYMENT ANNUITY: An annuity providing payments that vary in amount
after the first payment is made, in accordance with the investment experience of
the selected Sub-accounts.

VARIABLE PRODUCTS OPERATIONS: The Variable Products Operations Division of
Phoenix Home Life Mutual Insurance Company.

SUMMARY
- --------------------------------------------------------------------------------

The individual deferred accumulation annuity contracts ("Contract")
described in this Prospectus present a dynamic concept in retirement planning
designed to give you maximum flexibility in attaining your investment goals.
There are no deductions from your purchase payments so that your entire payment
is put to work in the investment portfolio(s) of your choice. Currently, the
Account consists of several Sub-accounts, which invest their assets exclusively
in specified Series of the Funds. Each Series has a distinct investment
objective. You choose the Sub-account or Sub-accounts in which you wish to
invest among the available Sub-accounts and/or the GIA when you make your
purchase payments under the Contract. You also may transfer amounts held under
the Contract among the available Sub-accounts and/or the GIA. When the
accumulation period ends, the then Contract Value will be applied to furnish a
Variable Payment Annuity unless a Fixed Payment Annuity is elected. If a Fixed
Payment Annuity is elected, payments will, thereafter, be fixed and guaranteed
by Phoenix.

The Contract is eligible for purchase as non-tax qualified retirement plans by
individuals. Contracts also are eligible for use in connection with (1) pension
or profit-sharing plans qualified under the Self-Employed Individuals Tax
Retirement Act of 1962, known as "HR 10" or "Keogh" plans, (2) pension or
profit-sharing plans qualified under Sections 401(a) and 401(k) of the Internal
Revenue Code of 1986, as amended (the "Code"), known as "corporate plans," (3)
annuity purchase plans adopted under the provisions of Section 403(b) of the
Code by public school systems and certain other tax-exempt organizations (TSA),
(4) individual retirement account plans satisfying the requirements of Section
408 of the Code (IRA), and (5) government plans and deferred compensation plans
maintained by a state or political subdivision thereof under Section 457 of the
Code. These plans are sometimes referred to in this Prospectus as "tax qualified
plans."

HOW ARE PAYMENTS MADE UNDER THE CONTRACTS?

A Contract Owner may make payments at any time until the Maturity Date
selected by the Owner pursuant to the terms of the Contract. The payments
purchase Accumulation Units of the Sub-account(s) and/or are deposited in the
GIA, as chosen by the Owner. (See "PURCHASE OF CONTRACTS" and "THE ACCUMULATION
PERIOD.")

IS THERE A GUARANTEED OPTION?

Yes. A Contract Owner may elect to have payments allocated to the GIA.
Amounts allocated to the GIA earn a fixed rate of interest and Phoenix also
may, in its sole discretion, credit excess interest. (See "APPENDIX A.")

WHAT ARE THE INVESTMENT OBJECTIVES OF THE SERIES?

THE PHOENIX EDGE SERIES FUND
The investment objective of the MULTI-SECTOR FIXED INCOME SERIES
("Multi-Sector Series," formerly the Bond Series) is to seek long-term total
return by investing in a diversified portfolio of high yield (high risk) and
high quality fixed income securities.

The investment objective of the MONEY MARKET SERIES is to provide maximum
current income consistent with capital preservation and liquidity. The Money
Market Series will invest exclusively in high quality money market instruments.

The investment objective of the GROWTH SERIES is to achieve intermediate
and long-term growth of capital, with income as a secondary consideration. The
Growth Series will invest principally in common stocks of corporations believed
by management to offer growth potential.

The investment objective of the TOTAL RETURN SERIES is to realize as high a
level of total rate of return over an extended period of time as is considered
consistent with prudent investment risk. The Total Return Series will invest in
stocks, bonds and money market instruments in accordance with the Adviser's
appraisal of investments most likely to achieve the highest total rate of
return.

The investment objective of the INTERNATIONAL SERIES is to seek a high total
return consistent with reasonable risk. The International Series intends to
invest primarily in an internationally diversified portfolio of equity
securities. It intends to reduce its risk by engaging in hedging transactions
involving options, futures contracts and foreign currency transactions.

The investment objective of the BALANCED SERIES is to seek reasonable
income, long-term capital growth and conservation of capital. The Balanced
Series intends to invest based on combined considerations of risk, income,
capital enhancement and protection of capital value.

The investment objective of the REAL ESTATE SECURITIES SERIES ("Real Estate
Series") is to seek capital appreciation and income with approximately equal
emphasis. It intends under normal circumstances

<PAGE>

to invest in marketable securities of publicly traded real estate investment
trusts (REITs) and companies that operate, develop, manage and/or invest in real
estate located primarily in the United States.

The investment objective of the STRATEGIC THEME SERIES is to seek long-term
appreciation of capital. This Series seeks to identify securities benefiting
from long-term trends present in the U.S. and abroad. The Series intends to
invest primarily in common stocks believed by the Adviser to have substantial
potential for capital growth. Since many trends may be early in their
development and no history growth patterns are available, securities owned may
present a high degree of risk.

The investment objective of the ABERDEEN NEW ASIA SERIES ("Asia Series") is
to seek long-term capital appreciation. It is intended that this Series will
invest primarily in a diversified portfolio of equity securities of issuers
located in at least three different countries throughout Asia, other than Japan.

WANGER ADVISORS TRUST

The investment objective of the WANGER U.S. SMALL CAP SERIES ("U.S. Small
Cap Series") is to provide long-term growth. The U.S. Small Cap Series will
invest primarily in securities of U.S. companies with total common stock market
capitalization of less than $1 billion.

The investment objective of the WANGER INTERNATIONAL SMALL CAP SERIES
("International Small Cap Series") is to provide long-term growth. The
International Small Cap Series will invest in securities of non-U.S. companies
with total stock market capitalization of less than $1 billion.

FOR ADDITIONAL INFORMATION CONCERNING THE FUNDS, SEE THE ACCOMPANYING FUND
PROSPECTUSES, WHICH SHOULD BE READ CAREFULLY BEFORE INVESTING.

WHAT SALES COSTS ARE CHARGED TO PURCHASE PAYMENTS UNDER THE CONTRACTS?
No deductions are made from purchase payments. A deduction for sales charges
may be taken from the proceeds when a Contract is surrendered or when an amount
is withdrawn, if assets have not been held under the Contract for a certain
period of time. However, no deduction for sales charges will be taken after the
Annuity Period has begun, unless unscheduled withdrawals are made under Annuity
Options K or L. If a sales charge is imposed, it is imposed on a first-in,
first-out basis.

If a withdrawal or surrender is made during the first year that a Contract
is in existence, a sales charge will apply to the total amount that is withdrawn
unless the Contract is issued on or after May 1, 1996. For these Contracts, up
to 10% of the Contract Value at the time of the first withdrawal may be
withdrawn without a sales charge. After the first year, and prior to the
Maturity Date, 10% of the value of the Contract at the last anniversary may be
withdrawn each year free of sales charge. A deduction for sales charges
expressed as a percentage of the amount withdrawn in excess of the 10% allowable
amount is as follows:

Age of Deposit in
Complete Years: 0 1 2 3 4 5 6 and over
Sales Charge to be Applied 6% 5% 4% 3% 2% 1% 0%

In the event that the Annuitant dies before the date that annuity payments
will commence, no sales charge will be imposed.

The total deferred sales charges on a Contract will never exceed 9% of the
total purchase payments (see "Sales Charges").

WHAT FEES ARE CHARGED TO THE ACCOUNT?
There are mortality and expense risk fees and annual administrative fees
assessed against the Account. The mortality risk fee is 0.40% and the expense
risk fee is 0.85%. For certain contracts issued prior to March 11, 1993, the
expense risk fee is 0.60%. (See the Contract's Schedule Pages.)

The mortality and expense risk fees are deducted from the aggregate average
daily accumulated values of the Sub-accounts but are not deducted from values
held in the GIA.

The annual administrative charge is generally $35 and is deducted each year
(or any part thereof) under each Contract. This charge is deducted on the
Contract Anniversary Date from each Sub-account and/or the GIA on a pro rata
basis, and is not subject to increase, but may be subject to decrease.

ARE THERE ANY OTHER CHARGES OR DEDUCTIONS?
In most states, premium taxes are imposed when a Contract is annuitized
rather than when premium payments are made by the Contract Owner. Phoenix will
reimburse itself on the date of a partial withdrawal, surrender of the Contract,
Maturity Date, or payment of death proceeds (see "Premium Tax"). For a more
complete description of the fees chargeable to the Account, see "DEDUCTIONS AND
CHARGES."

In addition, certain charges are deducted from the assets of the Funds. For
investment management services, each Series of a Fund pays the investment
manager a separate monthly fee calculated on the basis of its average daily net
assets during the year.

Each Series pays a portion or all of its total operating expenses other than
the management fee. The Growth, Multi-Sector, Total Return, Money Market and
Balanced Series will pay up to .15%; the International Series will pay up to
.40%; the Real Estate, Strategic Theme and Asia Series will pay up to .25%; the
U.S. Small Cap Series will pay up to .50%; and the International Small Cap
Series will pay up to .60% of its total net assets.

WHAT ARE THE MINIMUM INITIAL AND SUBSEQUENT PURCHASE PAYMENTS?
For non-tax qualified plans, the following minimum purchase payments apply
(unless investments are made pursuant to a bank draft investment program):

Initial minimum per Contract: .....................$1,000
Subsequent minimum per Contract: ....................$ 25

For Contracts issued in connection with Individual Retirement Accounts or
pursuant to a bank draft investment program, the following minimum purchase
payments apply:

Initial minimum per Contract: .......................$ 25
Subsequent minimum per Contract: ....................$ 25

<PAGE>

For Contracts issued specifying a Maturity Date in the first Contract year,
the following minimum purchase payments apply:

Initial minimum per Contract: ....................$10,000
Subsequent minimum per Contract: ....................$ 25

For contracts issued under tax-qualified or employer sponsored plans other
than individual retirement accounts, a minimum annual premium of $1,000 must be
paid.

MAY I ALLOCATE MY PURCHASE PAYMENTS AMONG AVAILABLE OPTIONS?

Yes. You may choose the amount of each purchase payment to be directed to
each Sub-account and/or to the GIA, provided that the minimum initial purchase
payment requirements have been met (see "PURCHASE OF CONTRACTS").

MAY I TRANSFER AMOUNTS ALLOCATED TO A SUB-ACCOUNT OR THE GIA?
Yes. You may transfer some or all of the Contract Value among one or more
available Sub-accounts and/or the GIA provided that the minimum initial purchase
payment requirements have been met. Also, if elected, the Temporary Money Market
Allocation Amendment provides that no transfers may be made until the
termination of the Free Look Period. Phoenix may limit the number of transfers
allowed during a Contract year, but in no event will the limit be less than six
transfers per year (see "Transfers"). However, there are additional restrictions
on transfers from the GIA as described in Appendix A.

DOES THE CONTRACT PROVIDE FOR PAYMENT UPON DEATH?
The Contract provides that if the Owner and the Annuitant are the same and
the Owner/Annuitant dies before annuity payments begin and there is no surviving
joint Owner, payment to the Owner/Annuitant's beneficiary will be made and no
surrender charge will be imposed. The Contract also provides for payment upon
death after the Contract Maturity Date (see "Payment Upon Death Before Maturity
Date" and "Payment Upon Death After Maturity Date").

IS THERE A SHORT-TERM CANCELLATION RIGHT?

An Owner may surrender a Contract for any reason within 10 days after its
receipt and receive in cash the adjusted value of the initial purchase payment.
The Owner may receive more or less than the initial payment depending on
investment experience within the Sub-account during the 10-day period, unless
the Contract is issued with a Temporary Money Market Allocation Amendment, in
which case the initial purchase payment is refunded. If the initial purchase
payment, or any portion thereof, was allocated to the GIA, that payment (or
portion) and any earned interest is refunded (see "Free Look Period").

HOW WILL THE ANNUITY PAYMENTS BE DETERMINED ON THE MATURING OF A CONTRACT?

The Owner and Annuitant bear the risk of the investment performance during
the Accumulation Period unless the GIA is selected. Once annuity payments
commence, investment in the Account will continue and the Owner and Annuitant
will continue to bear the risk of investment unless a Fixed Payment Annuity is
elected. If a Fixed Payment Annuity is elected, payments will be fixed, and
guaranteed by the general assets of Phoenix. The fixed payment schedule is a
part of the Contract and the Owner also may be given the opportunity to choose
another annuity option available from Phoenix at the maturity of the Contract.
If the current practice settlement rates in effect for Contracts are more
favorable than the applicable rates guaranteed under the Contract, the current
rates shall be applied (see "The Annuity Period").

CAN MONEY BE WITHDRAWN FROM THE CONTRACT?
If the Annuitant is living, amounts held under the Contract may be withdrawn
in whole or in part prior to the Maturity Date, or after the Maturity Date under
Annuity Options K or L. Certain limitations apply to Contracts held under 403(b)
plans (see "Qualified Plans; Tax-Sheltered Annuities"). There may be a penalty
tax assessed in connection with withdrawals (see "FEDERAL INCOME TAXES").

CAN THE CONTRACT LAPSE?
If on any Valuation Date the total Contract Value equals zero, the Contract
will immediately terminate and lapse without value.

The foregoing summary information should be read in conjunction with the
detailed information appearing elsewhere in this Prospectus.

THE VARIABLE ACCUMULATION ANNUITY
- --------------------------------------------------------------------------------

The individual deferred variable accumulation annuity contract (the
"Contract") issued by Phoenix may be significantly different from a fixed
annuity contract in that, unless the GIA is selected, it is the Owner and
Annuitant under a Contract who assume the risk of investment gain or loss rather
than Phoenix. To the extent that payments are not allocated to the GIA, the
amounts which will be available for annuity payments under a Contract will
depend on the investment performance of the amounts allocated to the
Sub-accounts of the Account. Upon the maturity of a Contract, the amounts held
under a Contract will continue to be invested in the Account and monthly annuity
payments will vary in accordance with the investment experience of the selected
Sub-accounts. However, a fixed annuity may be elected, in which case Phoenix
will guarantee specified monthly annuity payments.

The Owner selects the investment objective of each Contract on a continuing
basis by directing the allocation of purchase payments and accumulated value
among the GIA or the Multi-Sector Sub-account, Money Market Sub-account, Growth
Sub-account, Total Return Sub-account, International Sub-account, Balanced
Sub-account, Real Estate Sub-account, Strategic Theme Sub-account, Asia
Sub-account, Wanger U.S. Small Cap Sub-account and the Wanger International
Small Cap Sub-account.

PHOENIX AND THE ACCOUNT
- --------------------------------------------------------------------------------
Phoenix is a mutual life insurance company originally chartered in
Connecticut in 1851. Its Executive Office is located at One American Row,
Hartford, Connecticut 06115 and its main administrative office is located at 100
Bright Meadow Boulevard, Enfield, Connecticut 06083-1900. Its New York principal
office is located at 99 Troy Road, East Greenbush, New York 12061. Phoenix is
the nation's 13th largest mutual life insurance company and has total assets of
approximately $13.2 billion. Phoenix sells insurance policies and annuity
contracts through its own field force of full time agents and through brokers.
Its operations are conducted in all 50 states, the District of Columbia, Canada
and Puerto Rico.

<PAGE>

On June 21, 1982, Phoenix established the Account, a separate account
created under the insurance laws of Connecticut. The Account is registered with
the Securities and Exchange Commission ("SEC") as a unit investment trust under
the Investment Company Act of 1940 (the "1940 Act") and it meets the definition
of a "separate account" under the Act. Registration under the Act does not
involve supervision of the management or investment practices or policies of the
Account or Phoenix.

On July 1, 1992, the Account's domicile was transferred to New York. Under
New York law, all income, gains or losses of the Account, whether realized or
not, must be credited to or charged against the amounts placed in the Account
without regard to the other income, gains and losses of Phoenix. The assets of
the Account may not be charged with liabilities arising out of any other
business that Phoenix may conduct. Obligations under the Contracts are
obligations of Phoenix.

Contributions to the GIA are not invested in the Account; rather,
they become part of the Phoenix general account (the "General Account"). The
General Account supports all insurance and annuity obligations of Phoenix and is
made up of all of its general assets other than those allocated to any separate
account such as the Account. For more complete information concerning the GIA,
see Appendix A.

THE PHOENIX EDGE SERIES FUND
- --------------------------------------------------------------------------------

Certain Sub-accounts of the Account invest in corresponding Series of The
Phoenix Edge Series Fund. The investment adviser of all of the Series (except
Real Estate and Asia Series) is Phoenix Investment Counsel, Inc. ("PIC"). The
investment adviser of the Real Estate Series is Phoenix Realty Securities, Inc.
("PRS") and for the Asia Series, the adviser is Phoenix Aberdeen International
Advisors, LLC ("PAIA"). The fundamental investment objective of each of the
Series of the Fund is as follows:

(1) MULTI-SECTOR SERIES: The investment objective of the Multi-Sector
Series is to seek long-term total return by investing in a diversified
portfolio of high yield (high risk) and high quality fixed income
securities. For a discussion of the risks associated with investing in
high yield bonds, please see the accompanying Fund prospectus.

(2) MONEY MARKET SERIES: The investment objective of the Money Market Series
is to provide maximum current income consistent with capital
preservation and liquidity. The Money Market Series will invest
exclusively in high quality money market instruments.

(3) GROWTH SERIES: The investment objective of the Growth Series is to
achieve intermediate and long-term growth of capital, with income as a
secondary consideration. The Growth Series will invest principally in
common stocks of corporations believed by management to offer growth
potential.

(4) TOTAL RETURN SERIES: The investment objective of the Total Return Series
is to realize as high a level of total rate of return over an extended
period of time as is considered consistent with prudent investment risk.
The Total Return Series will invest in stocks, bonds and money market
instruments in accordance with the Adviser's appraisal of investments
most likely to achieve the highest total rate of return.

(5) INTERNATIONAL SERIES: The International Series seeks as its investment
objective a high total return consistent with reasonable risk. It
intends to achieve its objective by investing primarily in an
internationally diversified portfolio of equity securities. It intends
to reduce its risk by engaging in hedging transactions involving
options, futures contracts and foreign currency transactions.
Investments may be made for capital growth or for income or any
combination thereof for the purpose of achieving a high overall return.

(6) BALANCED SERIES: The investment objective of the Balanced Series is to
seek reasonable income, long-term capital growth
and conservation of capital. The Balanced Series intends to
invest based on combined considerations of risk, income, capital
enhancement and protection of capital value.

(7) REAL ESTATE SERIES: The investment objective of the Real Estate Series
is to seek capital appreciation and income with approximately equal
emphasis. It intends under normal circumstances to invest in marketable
securities of publicly traded real estate investment trusts (REITs) and
companies that operate, develop, manage and/or invest in real estate
located primarily in the United States.

(8) STRATEGIC THEME SERIES: The investment objective of the Strategic Theme
Series is to seek long-term appreciation of capital through investing in
securities of companies that the adviser believes are particularly well
positioned to benefit from cultural, demographic, regulatory, social or
technological changes worldwide.

(9) ASIA SERIES: The investment objective of the Asia Series is to seek
long-term capital appreciation. It is intended that this Series will
invest primarily in a diversified portfolio of equity securities of
issuers located in at least three different countries throughout Asia,
excluding Japan.

WANGER ADVISORS TRUST
- --------------------------------------------------------------------------------
The investment adviser of the U.S. Small Cap and International Small Cap
Series is Wanger Asset Management, L.P. ("WAM"). The fundamental investment
objective of each of the Series is as follows:

(1) U.S. SMALL CAP SERIES: The investment objective of the U.S. Small Cap
Series is to provide long-term growth. The U.S.
Small Cap Series will invest primarily in securities of U.S.
companies with a total common stock market capitalization of less than
$1 billion.

(2) INTERNATIONAL SMALL CAP SERIES: The investment objective of the
International Small Cap Series is to provide long-term
growth. The International Small Cap Series will invest
primarily in securities of non-U.S. companies with a total
common stock market capitalization of less than $1 billion.

Each Series will be subject to the market fluctuations and risks inherent in
the ownership of any security and there can be no assurance that any Series'
stated investment objective will be realized.

Shares of the Funds may be sold to other separate accounts of Phoenix or
its affiliates or of other insurance companies funding variable annuity or
variable life insurance contracts. It is conceivable that it may be
disadvantageous for variable life insurance

<PAGE>

separate accounts and variable annuity separate accounts to invest in the Funds
simultaneously. Although neither Phoenix nor the Funds currently foresees any
such disadvantages either to variable annuity Contract Owners or to variable
life insurance policyowners, the Funds' Trustees intend to monitor events in
order to identify any material conflict between variable annuity Contract Owners
and variable life insurance policyowners and to determine what action, if any,
should be taken in response thereto. Material conflicts could result from, for
example, (1) changes in state insurance laws, (2) changes in Federal income tax
laws, (3) changes in the investment management of any portfolio of a Fund, or
(4) differences in voting instructions between those given by variable life
insurance policyowners and those given by variable annuity Contract Owners.

FOR ADDITIONAL INFORMATION CONCERNING THE FUNDS AND THEIR SERIES, PLEASE SEE
THE ACCOMPANYING PROSPECTUSES, WHICH SHOULD BE READ CAREFULLY BEFORE INVESTING.

PURCHASE OF CONTRACTS
- --------------------------------------------------------------------------------
The minimum initial purchase payment for each Contract purchased is $1,000.
However, for contracts purchased in connection with Individual Retirement
Accounts (IRAs), the minimum initial purchase payment is $25 and for contracts
purchased in connection with tax-qualified or employer sponsored plans, a
minimum annual payment of $1,000 is required. For Contracts with a Maturity Date
in the first Contract year, the minimum initial purchase payment is $10,000. In
addition, a Contract Owner may authorize his bank to draw $25 or more from his
personal checking account monthly to purchase Units in any available Sub-account
or in the Guaranteed Interest Account. The amount the Contract Owner designates
will be automatically invested on the date the bank draws on his account. If
this "check-o-matic" privilege is elected, the minimum initial purchase payment
is $25. This payment must accompany the application. Each subsequent purchase
payment under a Contract must be at least $25.

Generally, a Contract may not be purchased with respect to a proposed
Annuitant who is eighty years of age or older. Total purchase payments in excess
of $1,000,000 cannot be made without the permission of Phoenix. While the
Annuitant is living and the Contract is in force, purchase payments may be
resumed at any time before the Maturity Date of a Contract.

Purchase payments received under the Contracts will be allocated to any
Sub-account and/or to the GIA, or a combination thereof, in the proportion
specified in the application for the Contract or as indicated by the Owner from
time to time. Changes in the allocation of purchase payments will be effective
as of receipt by Variable Products Operations by notice of election in a form
satisfactory to Phoenix and will apply to any purchase payments accompanying
such notice or made subsequent to the receipt of the notice, unless otherwise
requested by the Contract Owner.

DEDUCTIONS AND CHARGES
- --------------------------------------------------------------------------------
PREMIUM TAX

Whether or not a premium tax is imposed will depend upon, among other
things, the Owner's state of residence, the Annuitant's state of residence, the
status of Phoenix within those states and the insurance tax laws of those
states. Phoenix will pay any premium tax due and will only reimburse itself upon
the earlier of partial withdrawal, surrender of the Contract, the Maturity Date
or payment of death proceeds. For a list of states and premium taxes, see
"APPENDIX B."

SALES CHARGES

A deduction for contingent deferred sales charges (also referred to in this
Prospectus as sales or surrender charges) for these Contracts may be taken from
proceeds of withdrawals from, or complete surrender of, the Contracts if assets
are not held under the Contract for a certain period of time (see chart below).
No sales charge will be taken after the Annuity Period has begun except with
respect to unscheduled withdrawals under Options K or L below (see "Annuity
Options"). Any sales charge is imposed on a first-in, first-out basis.

With respect to withdrawals or surrenders, up to 10% of the Contract Value
may be withdrawn in a Contract Year, either in a lump sum or by multiple
scheduled or unscheduled partial surrenders, without the imposition of a sales
charge. During the first Contract Year, the 10% withdrawal without a sales
charge is only available on Contracts issued on or after May 1, 1996 and will be
determined based on the Contract Value at the time of the first partial
surrender. In all subsequent years the 10% will be based on the previous
Contract anniversary value. The deduction for sales charges, expressed as a
percentage of the amount redeemed in excess of the 10% allowable amount, is as
follows:

AGE OF DEPOSIT IN CONTINGENT DEFERRED
COMPLETE YEARS FROM SALES CHARGE AS A
PAYMENT DATE UNIT PERCENTAGE OF
RELEASED WAS CREDITED AMOUNT WITHDRAWN
---------------------- ----------------
0 6%
1 5%
2 4%
3 3%
4 2%
5 1%
6 and over 0%

In the event that the Annuitant dies before the Maturity Date of the
Contract, the sales charge described in the table above will not apply.

The total sales charges on a Contract will never exceed 9% of the total
purchase payments, and the applicable level of sales charge cannot be changed
with respect to outstanding Contracts. Sales charges imposed in connection with
partial surrenders will be deducted from the Sub-accounts and the GIA on a pro
rata basis. Any distribution costs not paid for by sales charges will be paid by
Phoenix from the assets of the General Account.

CHARGES FOR MORTALITY AND EXPENSE RISKS
While fixed annuity payments to Annuitants will reflect the investment
performance of the applicable Series of the Fund during the Accumulation Period,
the amount of such payments will not be decreased because of adverse mortality
experience of Annuitants as a class or because of an increase in actual expenses
of Phoenix over the expense charges provided for in the Contracts. Phoenix
assumes the risk that Annuitants as a class may live longer than expected
(necessitating a greater number of annuity payments) and that its expenses may
be higher than the deductions for such expenses.

<PAGE>

In assuming the mortality risks, Phoenix agrees to continue life annuity
payments, determined in accordance with the annuity tables and other provisions
of the Contract, to the Annuitant or other payee for as long as he or she may
live.

Phoenix charges each Sub-account the daily equivalent of 0.40% on an annual
basis of the current value of the Sub-account's net assets for mortality risks
assumed and the daily equivalent of 0.85% (0.60% for certain contracts issued
prior to March 11, 1993) on an annual basis for expense risks assumed. (See the
Contract's Schedule Pages). No mortality and expense risk charge is deducted
from the GIA. If the percentage charges prove insufficient to cover actual
insurance underwriting costs and excess administrative costs, then the loss will
be borne by Phoenix; conversely, if the amount deducted proves more than
sufficient, the excess will be a profit to Phoenix. Any such profit may be used,
as a part of Phoenix's General Account's assets, to meet sales expenses, if any,
which are in excess of sales commission revenue generated from any sales
charges. Phoenix has concluded that there is a reasonable likelihood that the
distribution financing arrangement being used in connection with the Contracts
will benefit the Account and the Contract Owners.

CHARGES FOR ADMINISTRATIVE SERVICES
Phoenix is responsible for administering the Contract. In this connection,
Phoenix, among other things, maintains an account for each Owner and Annuitant,
makes all disbursements of benefits, furnishes administrative and clerical
services for each Contract, makes disbursements to pay obligations chargeable to
the Account, maintains the accounts, records, and other documents relating to
the business of the Account required by regulatory authorities, causes the
maintenance of the registration and qualification of the Account under laws
administered by the Securities and Exchange Commission, prepares and distributes
notices and reports to Owners, and the like. Phoenix also reimburses Phoenix
Equity Planning Corporation for any expenses incurred by it as "principal
underwriter." All organizational expenses of the Account are paid by Phoenix.

To cover its fixed cost of administration, such as preparation of billings
and statements of account, Phoenix generally charges each Contract $35 each year
prior to the Contract's Maturity Date. This cost-based charge is deducted from
each Sub-account and/or the GIA holding the assets of the Owner or on a pro rata
basis from two or more Sub-accounts or the GIA in relation to their values under
the Contract, and is not subject to increase but may be subject to decrease.
This charge is deducted on the Contract anniversary date for services rendered
since the preceding Contract anniversary date. Upon surrender of a Contract,
where applicable, the entire annual administrative charge is deducted regardless
of when the surrender occurs.

Phoenix may reduce the sales charge or annual administrative charges for
Contracts issued under tax-qualified plans other than IRAs and Contracts issued
under group or sponsored arrangements, in all states except New York. Generally,
sales costs per Contract vary with the size of the group or sponsored
arrangement, its stability as indicated by its term of existence and certain
characteristics of its members, the purposes for which the Contracts are
purchased and other factors. The amounts of reductions will be considered on a
case-by-case basis and will reflect the reduced administrative costs
expected as a result of sales to a particular group or sponsored arrangement. In
addition, Phoenix may reduce the annual administrative charge under a Contract
to reflect lower administrative costs.

No sales or administrative charges will be deducted for Contracts sold to
registered representatives of the principal underwriter or to officers,
directors and employees of Phoenix and their spouses; or to employees or agents
who retire from Phoenix or Phoenix Equity Planning Corporation; or to registered
representatives of broker/dealers with whom Phoenix Equity Planning Corporation
has selling agreements, regardless as to their state of residence.

OTHER CHARGES
As compensation for investment management services, the Advisers are
entitled to a fee, payable monthly and based on an annual percentage of the
average aggregate daily net asset values of each Series as summarized in the
tables below:

PHOENIX INVESTMENT COUNSEL, INC.
--------------------------------

RATE FOR
RATE FOR FIRST RATE FOR NEXT EXCESS OVER
SERIES $250,000,000 $250,000,000 $500,000,000
- ------ ------------ ------------ -------------
Money Market....... .40% .35% .30%
Multi-Sector....... .50% .45% .40%
Balanced........... .55% .50% .45%
Total Return....... .60% .55% .50%
Growth............. .70% .65% .60%
International...... .75% .70% .65%
Strategic Theme.... .75% .70% .65%

PHOENIX-ABERDEEN INTERNATIONAL ADVISOR, LLC
-------------------------------------------

SERIES
- ------
Asia............... 1.00%

PHOENIX REALTY SECURITIES, INC.
-------------------------------

RATE FOR
RATE FOR FIRST RATE FOR NEXT EXCESS OVER
SERIES $1,000,000,000 $1,000,000,000 $2,000,000,000
- ------ -------------- -------------- --------------
Real Estate........ .75% .70% .65%

WANGER ASSET MANAGEMENT, L.P.
-----------------------------

RATE FOR
RATE FOR FIRST RATE FOR NEXT EXCESS OVER
SERIES $100,000,000 $150,000,000 $250,000,000
- ------ ------------ ------------ ------------
U.S. Small Cap..... 1.00% .95% .90%
International
Small Cap.......... 1.30% 1.20% 1.10%

These Fund charges and other expenses are described more fully in the
accompanying Fund prospectuses.

<PAGE>

THE ACCUMULATION PERIOD
- --------------------------------------------------------------------------------

ACCUMULATION UNITS

Initial purchase payments will be applied within two days if the application
for a Contract is complete. If an incomplete application form is completed
within five business days of receipt by Variable Products Operations, the
initial purchase payment will be applied within two days of the completion of
the application. In the event that Variable Products Operations does not accept
the application within five business days or if an application is not completed
within five business days of receipt by Variable Products Operations, then the
purchase payment will be immediately returned. If the GIA is chosen, additional
purchase payments are deposited on the date of receipt of such purchase payment
at Variable Products Operations. If one or more of the Sub-accounts is chosen,
additional purchase payments are applied to the purchase of Accumulation Units
of the Sub-account(s) chosen, at the value of such Units next determined after
the receipt of such purchase payment at Variable Products Operations. The number
of Accumulation Units of a Sub-account purchased with a specific purchase
payment will be determined by dividing the applied purchase payment by the value
of an Accumulation Unit in that Sub-account next determined after receipt of the
purchase payment. The value of the Accumulation Units of a Sub-account will vary
depending upon the investment performance of the applicable Series of the Funds,
the fee of the Fund's investment adviser and the charges and deductions made
against the Sub-account.

ACCUMULATION UNIT VALUES

At any date prior to the Maturity Date of the Contract, the total value of
the Accumulation Units in a Sub-account which has been credited under a Contract
can be computed by multiplying the number of such Units by the appropriate value
of an Accumulation Unit in effect for such date. The value of an Accumulation
Unit on a day other than a Valuation Date is the value of the Accumulation Unit
on the next Valuation Date. The number of Accumulation Units in each Sub-
account credited under each Contract and their current value will be reported to
the Owner at least annually.

TRANSFERS

A Contract Owner may, at any time but no later than 30 days prior to the
Maturity Date of a Contract, elect to transfer all or any part of the Contract
Value among one or more Sub-accounts or the GIA. Any such transfer from a
Sub-account will result in the redemption of Accumulation Units and, if another
Sub-account is selected, in the purchase of Accumulation Units on the basis of
the respective values next determined after the receipt by Variable Products
Operations of written notice of election in a form satisfactory to Phoenix. A
transfer among Sub-accounts or the GIA does not automatically change the payment
allocation schedule of a contract.

A Contract Owner may also request transfers and changes in payment
allocations among available Sub-accounts or the GIA by calling 800-447-4312
between the hours of 8:30 a.m. and 4:00 p.m. Eastern Time. Unless the Contract
Owner elects in writing not to authorize telephone transfers or allocation
changes, telephone transfer orders and allocation changes also will be accepted
on behalf of the Contract Owner from his or her registered representative.
Phoenix and Phoenix Equity Planning Corporation ("PEPCO") will employ reasonable
procedures to confirm that telephone instructions are genuine. They will require
verification of account information and will record telephone instructions on
tape. All telephone transfers will be confirmed in writing to the Contract
Owner. To the extent that procedures reasonably designed to prevent unauthorized
transfers are not followed, Phoenix and PEPCO may be liable for following
telephone instructions for transfers that prove to be fraudulent. However, the
Contract Owner would bear the risk of loss resulting from instructions entered
by an unauthorized third party that Phoenix and PEPCO reasonably believe to be
genuine. These telephone privileges may be modified or terminated at any time
and during times of extreme market volatility, may be difficult to exercise. In
such cases a Contract Owner should submit a written request.

A Contract Owner also may elect to transfer funds automatically among the
Sub-accounts or the GIA on a monthly, quarterly, semi-annual or annual basis
under the Systematic Transfer Program for Dollar Cost Averaging ("Systematic
Transfer Program"). Under this Systematic Transfer Program, the minimum initial
and subsequent transfer amounts are $25 monthly, $75 quarterly, $150
semi-annually, or $300 annually. A Contract Owner must have an initial value of
$2,000 in the GIA or the Sub-account that funds will be transferred from, and if
the value in that Sub-account or the GIA drops below the elected transfer
amount, the entire remaining balance will be transferred and no more systematic
transfers will be processed. Funds may be transferred from only one Sub-account
or the GIA, but may be allocated to multiple Sub-accounts. Under the Systematic
Transfer Program, Contract Owners may transfer approximately equal amounts from
the GIA over a minimum 18-month period.

All transfers under the Systematic Transfer Program will be executed on the
basis of the respective values as of the first of the month rather than on the
basis of the respective values next determined after receipt of the transfer
request. If the first of the month falls on a holiday or weekend, then the
transfer will be processed on the next succeeding business day.

Unless Phoenix agrees otherwise or the Systematic Transfer Program has been
elected, a Contract Owner may make only one transfer per Contract year from the
GIA. Non-systematic transfers from the GIA will be effectuated on the date of
receipt by Variable Products Operations except as otherwise may be requested by
the Contract Owner. For non-systematic transfers, the amount that may be
transferred from the GIA at any one time cannot exceed the greater of $1,000 or
25% of the Contract Value in the GIA at the time of transfer.

Phoenix reserves the right not to accept batched transfer instructions from
registered representatives acting under powers of attorney for multiple Contract
Owners unless the registered representative's broker-dealer firm and Phoenix
have entered into a third party transfer service agreement.

No sales charge will be assessed when a transfer is made. The
date a payment was credited for the purpose of calculating the sales
charge will remain the same notwithstanding the transfer. Currently, there is no
charge for transfers; however, the Account reserves the right to charge a
transfer fee of $10.00 per transfer after the first two in each Contract year to
defray administrative costs. Currently, unlimited transfers are permitted;
however, the Account reserves the right to limit the number of transfers made
during each Contract year a Contract is in existence. When the temporary Money
Market

<PAGE>

Allocation Amendment has been elected, no transfers may be made until the
end of the free look period (see "Free Look Period"). However, Contract Owners
will be permitted at least six transfers during each Contract year. THERE ARE
ADDITIONAL RESTRICTIONS ON TRANSFERS FROM THE GIA AS DESCRIBED ABOVE AND IN
APPENDIX A.

Phoenix reserves the right to limit the number of Sub-accounts you may
allocate funds to a total of 18 at any one time and/or over the life of the
Contract unless required to be less to comply with changes in federal and/or
state regulation, including tax, securities and insurance law. As of the date of
this Prospectus, this limitation has no effect because fewer Sub-accounts
are offered.

SURRENDER OF CONTRACT; PARTIAL WITHDRAWALS

If the Annuitant is living, amounts held under the Contract may be withdrawn
in whole or in part prior to the Maturity Date, or after the Maturity Date under
Annuity Options K or L. Prior to the Maturity Date, the Contract Owner may
withdraw up to 10% of the Contract Value in a Contract Year, either in a lump
sum or by multiple scheduled or unscheduled partial surrenders, without the
imposition of a sales charge. During the first Contract Year, the 10% withdrawal
without a sales charge is only available on Contracts issued on or after May 1,
1996 and will be determined based on the Contract Value at the time of the first
partial surrender. In all subsequent years the 10% will be based on the previous
Contract anniversary value. A signed written request for withdrawal must be sent
to Variable Products Operations. If the Contract Owner has not yet reached age
59 1/2, a 10% penalty tax will apply on taxable income withdrawn (see "FEDERAL
INCOME TAXES"). The appropriate number of Accumulation Units of a Sub-account
will be redeemed at their value next determined after the receipt by Variable
Products Operations of a written notice in a form satisfactory to Phoenix.
Unless the Owner designates otherwise, Accumulation Units redeemed in a partial
withdrawal will be redeemed in each Sub-account in the same proportion as the
value of the Accumulation Units of the Contract is then allocated among the
Sub-accounts. Also, Contract Values in the GIA will be withdrawn in a partial
withdrawal in the same proportion as the Contract Value is then allocated to the
GIA, unless the Owner designates otherwise. The redemption value of Accumulation
Units may be more or less than the purchase payments applied under the Contract
to purchase the Accumulation Units, depending upon the investment performance in
each Sub-account. The resulting cash payment will be made in a single sum,
ordinarily within seven days after receipt of such notice. However, redemption
and payment may be delayed under certain circumstances (see "Deferment of
Payment"). There may be adverse tax consequences to certain surrenders and
partial withdrawals (see "Surrenders or Withdrawals Prior to the Contract
Maturity Date"). Certain restrictions on redemptions are imposed on Contracts
used in connection with Internal Revenue Code Section 403(b) plans (see
"Qualified Plans"; "Tax-Sheltered Annuities"). A deduction for sales charges may
be imposed on partial withdrawals from, and complete surrender of, a Contract
(see "Sales Charges"). Any sales charge is imposed on a first-in, first-out
basis.

Any request for a withdrawal from, or complete surrender of, a Contract
should be mailed to Variable Products Operations, Phoenix Home Life Mutual
Insurance Company, 101 Munson Street, PO Box 942, Greenfield, Massachusetts
01302-0942.

LAPSE OF CONTRACT
If on any Valuation Date the Contract Value is zero, the Contract will
immediately terminate and lapse without value. Within 30 days after this
Valuation Date, Phoenix will notify the Contract Owner in writing that the
Contract has lapsed.

PAYMENT UPON DEATH BEFORE MATURITY DATE

If the Owner is the Annuitant and dies before the Contract Maturity Date,
the death benefit will be paid under the Contract to the Owner/Annuitant's
beneficiary. If the Owner and the Annuitant are not the same and the Annuitant
dies prior to the Maturity Date, the contingent Annuitant becomes the Annuitant.
If there is no contingent Annuitant, the death benefit will be paid to the
Annuitant's beneficiary. The death benefit is calculated according to the
following method. If the death occurred during the first six years following the
Contract date, this payment would be equal to the greater of: (a) the sum of all
purchase payments made under the Contract less any prior partial withdrawals
(see "Surrender of Contract; Partial Withdrawals"); or (b) the Contract Value
next determined following receipt of a certified copy of the death certificate
at Variable Products Operations. If the death occurred during any subsequent
six-year period, this payment would be equal to the greater of: (a) the death
benefit that would have been payable at the end of the immediately preceding
six-year period, plus any purchase payments made and less any partial
withdrawals since such date, or (b) the Contract Value next determined following
receipt of a certified copy of the death certificate at Variable Products
Operations.

If the Owner and the Annuitant are not the same and the Owner dies prior to
the Maturity Date and there is no surviving joint Owner, upon receipt of due
proof of death, Phoenix will fully surrender the Contract and pay the Cash
Surrender Value (Contract Value less any applicable sales charge) to the Owner's
beneficiary (see "Sales Charges").

Payments will be made in a single sum to the beneficiary designated by the
Owner prior to the Annuitant's death unless an optional method of settlement had
been elected by the Owner. If an optional method of settlement had not been
elected by the Owner, the beneficiary may elect an optional method of settlement
in lieu of a single sum. No deduction is made for sales or other expenses upon
such election (see "Sales Charges"). Notwithstanding the foregoing, if the
amount to be paid is less than $2,000, it will be paid in a single sum (see
"Annuity Options"). Depending upon state law, the payment to the beneficiary may
avoid probate.

GROUP CONTRACTS
- --------------------------------------------------------------------------------

Contracts may be purchased by employers (or trusts) to fund tax-qualified
pension or profit-sharing plans such as defined contribution and defined benefit
plans ("Group Contracts"). Group Contracts may be purchased on an "allocated" or
"unallocated" basis. In most respects the Group Contracts are the same as the
Contracts purchased on an individual basis described elsewhere in this
Prospectus; however, there are certain differences as described in this section.
Phoenix may limit the payments made under a Group Contract to $1,000,000 and
reserves the right to terminate a Group Contract after 20 years.

<PAGE>

The GIA, all of the Series of The Phoenix Edge Series Fund and Wanger
Advisors Trust are available for investment.

ALLOCATED GROUP CONTRACTS
Under an allocated Group Contract, the Contract Owner is the trust to whom
the Contract is issued. However, individual participant accounts are maintained
and the Contract Owner passes on certain rights to the plan participants such as
the right to choose Sub-accounts, and transfer amounts between Sub-accounts.

Under an allocated Group Contract, a minimum initial purchase payment of
$25 per participant account is required. Subsequent payments per participant
account must be at least $25 and must total at least $300 per Contract year. The
annual administrative service charge under an allocated Group Contract is
currently $15 per participant account; it is guaranteed not to exceed $30. If
amounts are withdrawn within a certain number of years after deposit, a sales
charge will apply as described with respect to individual Contracts in the
section, "Deductions and Charges--Sales Charges," unless the withdrawal is for
payment of a plan benefit upon a plan participant's death, disability,
demonstration of financial hardship, or termination of employment or retirement
(provided the Group Contract participant account has been maintained for at
least five years or the participant is age 55 or older), or for the purchase of
another annuity contract, a Retired Life Certificate or election of a Life
Expectancy Distribution option from Phoenix. A sales charge will apply to all
other withdrawals within a certain number of years after deposit as described in
the section, "Deductions and Charges--Sales Charges;" there is no 10% free
withdrawal privilege under allocated Group Contracts.

Under Group Contracts issued in New York, the sales charge will not be
applied to amounts exceeding the total of purchase payments made under the
Contract (calculated at their initial value). In addition, if the Contract has
been in force for at least twenty years and Phoenix terminates the Contract, no
sales charge will apply.

Upon the death of a participant, a death benefit will be paid to the
Contract Owner. The Contract Owner may then distribute the death benefit in
accordance with the terms of the plan. If the death occurred during the first
six years following the Contract date, this payment would be equal to the
greater of: (a) the sum of all purchase payments made by the participant less
any prior withdrawals or (b) the participant's accumulated value under the
Contract. If the death occurred during any subsequent six-year period, this
payment would equal the greater of: (a) the death benefit that would have been
payable at the end of the immediately preceding six-year period, plus any
purchase payments made and less any partial withdrawals since such date or (b)
the participant's accumulated value under the Contract.

Loans and hardship withdrawals will be available under Internal Revenue Code
of 1986 Section 401(k) plans after January 1, 1996. If the plan permits loans, a
partial withdrawal from the participant's account value may be requested. The
partial withdrawal for the loan must be at least $1,000 and the participant's
remaining account value must be at least $2,000. A contingent deferred sales
charge will not apply to such a partial withdrawal. A $125 administrative charge
per partial withdrawal will apply and this amount may be increased in the
future. Loan repayments, including any interest, will be allocated to the
participant's Sub-accounts in the same proportion as new payments.

UNALLOCATED GROUP CONTRACTS
Under an unallocated Group Contract, the Contract Owner is the trust to whom
the Contract is issued. The Contract Owner exercises all rights under the
Contract on behalf of plan participants; no participant accounts are maintained
under the Contract.

Under an unallocated Group Contract, a minimum initial purchase payment of
$5,000 is required and subsequent payments also must be at least $5,000. The
annual administrative service charge under an unallocated Group Contract is
currently $300; it is guaranteed not to exceed $500.

If amounts are withdrawn in the early Contract years, a sales charge may
apply unless the withdrawal is for the payment of a plan benefit related to the
death or disability of a plan participant or the purchase of another annuity
contract or Life Expectancy Distribution option from Phoenix. A deduction for a
sales charge for an unallocated Group Contract may be taken from the proceeds of
a withdrawal from, or complete surrender of, the Contract if the withdrawal is
not related to the payment of a plan benefit or the purchase of an annuity as
described above and the Contract has not been held for a certain period of time
(see chart below). However, withdrawals of up to 15% of the payments made under
a Contract in the first Contract year and up to 15% of the Contract Value as of
the previous Contract anniversary may be made each year without imposition of a
sales charge for payment of plan benefits related to termination of employment
or retirement. The deduction for sales charges, expressed as a percentage of the
amount redeemed in excess of the 15% allowable amount, is as follows:

CONTINGENT DEFERRED SALES CHARGE
CONTRACT YEAR AS A PERCENTAGE OF AMOUNT WITHDRAWN
------------- -----------------------------------
0 6%
1 6%
2 6%
3 6%
4 6%
5 5%
6 4%
7 3%
8 2%
9 1%
10 and over 0%

The total deferred sales charges on a Contract will never exceed 9% of the
total purchase payments, and the applicable level of sales charge cannot be
changed with respect to outstanding Contracts.

Upon the death of a participant, a death benefit will be paid to the
Contract Owner. The Contract Owner may then distribute the death benefit in
accordance with the terms of the plan.

THE ANNUITY PERIOD
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VARIABLE ACCUMULATION ANNUITY CONTRACTS
Annuity payments will commence on the Contract's Maturity Date if the
Annuitant is then living and the Contract is then in force. On the

<PAGE>

Maturity Date and thereafter, investment in the Account is continued unless a
Fixed Payment Annuity is elected. No sales charge is taken. Each Contract will
provide, at the time of its issuance, for a Variable Payment Life Annuity with
Ten Year Period Certain unless a different annuity option is elected by the
Owner (see "Annuity Options"). Under a Variable Payment Life Annuity with Ten
Year Period Certain, annuity payments, which may vary in amount based on the
performance of the Sub-account selected, are made monthly for life and, if the
Annuitant dies within ten years after the Maturity Date, the Annuitant's
beneficiary will be paid the payments remaining in the ten-year period. A
different form of annuity may be elected by the Owner prior to the Maturity
Date. Once annuity payments have commenced, the Annuity Option may not be
changed.

If the amount to be applied on the Maturity Date is less than $2,000,
Phoenix may pay such amount in one lump sum in lieu of providing an annuity. If
the initial monthly annuity payment under an Annuity Option would be less than
$20, Phoenix also may make a single sum payment equal to the total Contract
Value on the date the initial payment would be payable, in place of all other
benefits provided by the Contract, or, make periodic payments quarterly,
semi-annually or annually in place of monthly payments.

Each Contract specifies a provisional Maturity Date at the time of its
issuance. The Owner may subsequently elect a different Maturity Date. The
Maturity Date shall not be earlier than the first Contract anniversary unless a
variable payment option is elected (Options I, J, K, L, M or N), or later than
the Contract anniversary nearest the Annuitant's 85th birthday unless the
Contract is issued in connection with certain qualified plans. Under qualified
plans, the Maturity Date must be such that distributions begin no later than
April 1st following the Annuitant's attained age 70 1/2, unless you and Phoenix
agree otherwise.

The Maturity Date election shall be made by written notice and must be
received by Variable Products Operations thirty days before the provisional
Maturity Date. If a Maturity Date, which is different from the provisional
Maturity Date of the Contract, is not elected by the Owner, the provisional
Maturity Date becomes the Maturity Date. Particular care should be taken in
electing the Maturity Date of a Contract issued under a Tax-Sheltered Annuity, a
Keogh Plan or an IRA plan. (See "Tax-Sheltered Annuities," "Keogh Plans" and
"Individual Retirement Accounts.")

ANNUITY OPTIONS

Unless an alternative annuity payment option is elected on or before the
Maturity Date, the amounts held under a Contract on the Maturity Date will be
automatically applied to provide a 10-year period certain variable payment
monthly life annuity based on the life of the Annuitant under Option I described
below. Any annuity payments falling due after the death of the Annuitant during
the period certain will be paid to the Annuitant's beneficiary. Each annuity
payment will be based upon the value of the Annuity Units credited to the
Contract. The number of Annuity Units in each Sub-account to be credited is
based on the value of the Accumulation Units in that Sub-account and the
applicable annuity purchase rate. The purchase rate differs according to the
payment option selected and the age of the Annuitant. The value of the Annuity
Units will vary with the investment performance of each Sub-account to which
Annuity Units are credited based on an assumed investment return of 4 1/2% per
year. This rate is a fulcrum rate around which Variable Annuity payments will
vary to reflect whether actual investment experience of the Sub-account is
better or worse than the assumed investment return. The assumed investment rate
and the calculation of variable income payments for such 10-year period certain
variable payment life annuity and for Options J and K described below are
described in more detail in the Contract and in the Statement of Additional
Information.

In lieu of the 10-year period certain variable payment life annuity (see
"Option I--Variable Payment Life Annuity with Ten Year Period Certain"), the
Owner may, by written request received by Variable Products Operations on or
before the Maturity Date of the Contract, elect any of the other annuity payment
options described below. If the Maturity Date occurs in the first Contract year,
only Options I, J, K, L, M or N may be elected. No surrender charge will be
assessed under any annuity option unless unscheduled withdrawals are made under
Annuity Options K or L.

The level of annuity payments payable under the following options is based
upon the option selected and, depending on the option chosen, such factors as
the age at which payments begin, the form of annuity, annuity purchase rates,
assumed investment return (for variable payment annuities), and the frequency of
payments.

Phoenix deducts a daily charge for mortality and expense risks from Contract
Values held in the Sub-accounts (see "Charges For Mortality and Expense Risks").
Therefore, electing Option K will result in a deduction being made even though
Phoenix assumes no mortality risk under that option.

OPTION A--LIFE ANNUITY WITH SPECIFIED PERIOD CERTAIN
Provides a monthly income for the life of the Annuitant. In the event of
death of the Annuitant, the annuity income will be paid to the beneficiary until
the end of the specified period certain. For example, a ten year period certain
will provide a total of 120 monthly payments. The certain period may be 5, 10,
or 20 years.

OPTION B--NON-REFUND LIFE ANNUITY
Provides a monthly income for the lifetime of the Annuitant. No income is
payable after the death of the Annuitant.

OPTION C--DISCONTINUED

OPTION D--JOINT AND SURVIVOR LIFE ANNUITY
Provides a monthly income for the lifetimes of both the Annuitant and a
joint annuitant as long as either is living. In the event of the death of the
Annuitant or joint annuitant, the annuity income will continue for the life of
the survivor. The amount to be continued to the survivor may be 100% or 50% of
the amount of the joint annuity payment, as elected at the time the annuity
option is chosen. No income is payable after the death of the survivor
annuitant.

Under Option D, the joint annuitant must be named at the time the option is
elected and cannot be changed. The joint annuitant must have reached an adjusted
age of 40, as defined in the Contract.

OPTION E--INSTALLMENT REFUND LIFE ANNUITY
Provides a monthly income for the life of the Annuitant. In the event of the
Annuitant's death, the annuity income will continue to the Annuitant's
beneficiary until the amount applied to purchase the annuity has been
distributed.

<PAGE>

OPTION F--JOINT AND SURVIVOR LIFE ANNUITY WITH SPECIFIED PERIOD CERTAIN
Provides a monthly income for the lifetime of both the Annuitant and a joint
annuitant as long as either is living. In the event of the death of the
Annuitant or joint annuitant, the annuity income will continue for the life of
the survivor. If the survivor dies prior to the end of the elected period
certain, the annuity income will continue to the named beneficiary until the end
of the elected period certain. For example, a ten year period certain will
provide a total of 120 monthly payments. A period certain of either 10 or 20
years may be chosen.

Under Option F, the joint annuitant must be named at the time the option is
elected and cannot be changed. The joint annuitant must have reached an adjusted
age of 40, as defined in the Contract.

OPTION G--PAYMENTS FOR SPECIFIED PERIOD
Provides equal income installments for a specified period of years whether
the Annuitant lives or dies. Any specified whole number of years from 5 to 30
years may be elected.

OPTION H--PAYMENTS OF SPECIFIED AMOUNT

Provides equal installments of a specified amount over a period of at least
five years. The specified amount may not be greater than the total annuity
amount divided by five annual installment payments. If the Annuitant dies prior
to the end of the elected period certain, annuity payments will continue to the
Annuitant's beneficiary until the end of the elected period certain.

OPTION I--VARIABLE PAYMENT LIFE ANNUITY WITH TEN YEAR PERIOD CERTAIN
Unless another annuity option has been elected, this option will
automatically apply to any Contract proceeds payable on the Maturity Date. It
provides a variable payout monthly annuity based on the life of the Annuitant.
In the event of the death of the Annuitant, the annuity payments are made to the
Annuitant's beneficiary until the end of the ten year period. The ten-year
period provides a total of 120 monthly payments. Payments will vary as to dollar
amount, based on the investment experience of the Sub-accounts to which proceeds
are applied.

OPTION J--JOINT SURVIVOR VARIABLE PAYMENT LIFE ANNUITY WITH TEN YEAR PERIOD
CERTAIN
Provides a variable payout monthly annuity while the Annuitant and the
designated joint annuitant are living and continues thereafter during the
lifetime of the survivor or, if later, until the end of a 10-year period
certain. Payments will vary as to dollar amount, based on the investment
experience of the Sub-accounts to which proceeds are applied. Under Option J,
the joint annuitant must be named at the time the option is selected and cannot
be changed. The joint annuitant must have reached an adjusted age of 40, as
defined in the Contract.

OPTION K--VARIABLE PAYMENT ANNUITY FOR A SPECIFIED PERIOD
Provides variable payout monthly income installments for a specified period
of time, whether the Annuitant lives or dies. The period certain specified must
be in whole numbers of years from 5 to 30. However, the period certain selected
by the beneficiary of any death benefit under the Contract may not extend beyond
the life expectancy of such beneficiary. A Contract Owner may request an
unscheduled withdrawal representing part or all of the remaining Contract Value
(less any applicable contingent deferred sales charge) at any time under Option
K.

OPTION L--VARIABLE PAYMENT LIFE EXPECTANCY ANNUITY
Provides a variable payout monthly income payable over the Annuitant's
annually recalculated life expectancy or the annually recalculated life
expectancy of the Annuitant and joint annuitant. A Contract Owner may request an
unscheduled withdrawal representing part or all of the remaining Contract Value
at anytime under Option L. Upon the death of the Annuitant (and joint annuitant,
if there is a joint annuitant), the remaining Contract Value (less any
applicable contingent deferred sales charge) will be paid in a lump sum to the
Annuitant's beneficiary.

OPTION M--UNIT REFUND VARIABLE PAYMENT LIFE ANNUITY
Provides variable monthly payments as long as the Annuitant lives. If the
Annuitant dies, the Annuitant's beneficiary will receive the value of the
remaining Annuity Units in a lump sum.

OPTION N--VARIABLE PAYMENT NON-REFUND LIFE ANNUITY
Provides a variable monthly income for the life of the Annuitant. No income
or payment to a beneficiary is paid after the death of the Annuitant.

OTHER OPTIONS AND RATES

Phoenix may offer other annuity options at the Maturity Date of a Contract.
In addition, in the event that current settlement rates are more favorable than
the applicable rates guaranteed under Group Contracts issued in NY only and for
all Contracts regardless of state of issue, the more favorable rates shall be
used in determining the amount of any annuity payment under the Annuity Options
above.

OTHER CONDITIONS

Federal income tax requirements currently applicable to Keogh and Individual
Retirement Account plans provide that the period of years guaranteed under joint
and survivorship annuities with specified periods certain (see "Option F" and
"Option J" above) cannot be any greater than the joint life expectancies of the
payee and his or her spouse or designated beneficiary.

Federal income tax requirements also provide that participants in qualified
plans or IRAs must begin minimum distributions by April 1 of the year following
the year in which they attain age 70 1/2. The distributions must be such that
the full amount in the contract will be distributed over a period not greater
than the participant's life expectancy, or the combined life expectancy of the
participant and his or her spouse or designated beneficiary. Distributions made
under this method are generally referred to as Life Expectancy Distributions
(LEDs). An LED program is available to participants in qualified plans or IRAs.
Requests to elect this program must be made in writing.

Under the LED program, regardless of Contract Year, amounts up to the
required minimum distribution may be withdrawn without a deduction for sales
charges, even if the minimum distribution exceeds
the 10% allowable amount (see "Sales Charges"). Also, amounts withdrawn that
have not been held under a Contract for at least six years and are in excess of
the greater of the minimum distribution and the 10% free available amount will
be subject to any applicable sales charge.

If the initial monthly annuity payment under an Annuity Option would be less
than $20, Phoenix may make a single sum payment equal to the Contract Value on
the date the initial payment would be payable, in place of all other benefits
provided by the Contract, or, may make periodic payments quarterly,
semi-annually or annually in place of monthly payments.

<PAGE>

PAYMENT UPON DEATH AFTER MATURITY DATE
If an Owner who is also the Annuitant dies on or after the Maturity Date,
except as may otherwise be provided under any supplementary contract between the
Owner and Phoenix, Phoenix will pay to the Owner/Annuitant's beneficiary any
annuity payments due during any applicable period certain under the Annuity
Option in effect on the Annuitant's death. If the Annuitant who is not the Owner
dies on or after the Maturity Date, Phoenix will pay any remaining annuity
payments to the Annuitant's beneficiary according to the payment option in
effect at the time of the Annuitant's death. If an Owner who is not the
Annuitant dies on or after the Maturity Date, Phoenix will pay any remaining
annuity payments to the Owner's beneficiary according to the payment option in
effect at the time of the Owner's death.

VARIABLE ACCOUNT VALUATION PROCEDURES
- --------------------------------------------------------------------------------

VALUATION DATE--A Valuation Date is every day the New York Stock Exchange is
open for trading. The New York Stock Exchange is scheduled to be closed for
trading on the following days: New Year's Day, President's Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
The Board of Directors of the Exchange reserves the right to change this
schedule as conditions warrant. On each Valuation Date, the value of the
Separate Account is determined at the close of the New York Stock Exchange
(currently 4:00 p.m. Eastern Time).

VALUATION PERIOD--A Valuation Period is that period of time from the beginning
of the day following a Valuation Date to the end of the next following Valuation
Date.

ACCUMULATION UNIT VALUE--The value of one Accumulation Unit was set at $1.0000
on the date assets were first allocated to each Sub-account. The value of one
Accumulation Unit on any subsequent Valuation Date is determined by multiplying
the immediately preceding Accumulation Unit Value by the applicable Net
Investment Factor for the Valuation Period ending on such Valuation Date.

NET INVESTMENT FACTOR--The Net Investment Factor for any Valuation Period is
equal to 1.000000 plus the applicable net investment rate for such Valuation
Period. A Net Investment Factor may be more or less than 1.000000. To determine
the net investment rate for any Valuation Period for the funds allocated to each
Sub-account, the following steps are taken: (a) the aggregate accrued investment
income and capital gains and losses, whether realized or unrealized, of the
Sub-account for such Valuation Period is computed, (b) the amount in (a) is then
adjusted by the sum of the charges and credits for any applicable income taxes
and the deductions at the beginning of the Valuation Period for mortality and
expense risk charges (see "Charges For Mortality and Expense Risks") and (c) the
results of (a) as adjusted by (b) are divided by the aggregate Unit Values in
the Sub-account at the beginning of the Valuation Period.

MISCELLANEOUS PROVISIONS
- --------------------------------------------------------------------------------

ASSIGNMENT
Owners of Contracts issued in connection with non-tax qualified plans may
assign their interest in the Contract without the consent of the beneficiary. A
written notice of such assignment must be filed with Variable Products
Operations before it will be honored.

A pledge or assignment of a Contract is treated as payment received on
account of a partial surrender of a Contract. (See "Surrenders or Withdrawals
Prior to the Contract Maturity Date.")

In order to qualify for favorable tax treatment, Contracts issued in
connection with tax qualified plans may not be sold, assigned, discounted or
pledged as collateral for a loan or as security for the performance of an
obligation, or for any other purpose, to any person other than Phoenix.

DEFERMENT OF PAYMENT

Payment of the Contract Value in a single sum upon a withdrawal from, or
complete surrender of, a Contract ordinarily will be made within seven days
after receipt of the written request by Variable Products Operations. However,
payment of the value of any Accumulation Units may be postponed at times (a)
when the New York Stock Exchange is closed, other than customary weekend and
holiday closings, (b) when trading on the Exchange is restricted, (c) when an
emergency exists as a result of which disposal of securities in the Fund is not
reasonably practicable or it is not reasonably practicable to determine the
Contract Value or (d) when a governmental body having jurisdiction by order
permits such suspension. Rules and regulations of the SEC, if any, are
applicable and will govern as to whether conditions described in (b), (c) or (d)
exist.

FREE LOOK PERIOD
Phoenix may mail the Contract to the Owner or it may be delivered in person.
An Owner may surrender a Contract for any reason within 10 days after its
receipt and receive in cash the adjusted value of the initial purchase payment.
(A longer free look period may be provided in the Contract Owner's State.) The
Owner may receive more or less than the initial payment depending on investment
experience within the Sub-account during the free look period, unless the
Contract was issued with a Temporary Money Market Allocation Amendment, in which
case the initial purchase payment will be refunded.

If the Contract Owner elected on the application to have the Temporary Money
Market Allocation Amendment issued with the Contract, or resides in a state that
requires the Contract to be issued with the Temporary Money Market Allocation
Amendment, Phoenix temporarily allocates the initial purchase payment to the
Money Market Sub-account. Under this Amendment, if the Contract Owner surrenders
the Contract during the Free Look Period, the initial purchase payment is
refunded. At the expiration of the Free Look Period, the value of the
Accumulation Units held in the Money Market Sub-account is allocated among the
available Sub-accounts of the Account or the GIA in accordance with the Contract
Owner's allocation instructions on the application.

If the initial purchase payment, or any portion thereof, was allocated to
the GIA, that payment (or portion) and any earned interest is refunded.

<PAGE>

AMENDMENTS TO CONTRACTS
Contracts may be amended to conform to changes in applicable law or
interpretations of applicable law, or to accommodate design changes. Changes in
the Contract may need to be approved by Contract Owners and state insurance
departments. A change in the Contract which necessitates a corresponding change
in the Prospectus or the Statement of Additional Information must be filed with
the SEC.

SUBSTITUTION OF FUND SHARES
Although Phoenix believes it to be highly unlikely, it is possible that in
the judgment of its management, one or more of the Series of the Funds may
become unsuitable for investment by Contract Owners because of a change in
investment policy, or a change in the tax laws, or because the shares are no
longer available for investment. In that event, Phoenix may seek to substitute
the shares of another Series or the shares of an entirely different mutual fund.
Before this can be done, the approval of the SEC, and possibly one or more state
insurance departments, will be required.

OWNERSHIP OF THE CONTRACT

Ordinarily, the purchaser of a Contract is both the Owner and the Annuitant
and is entitled to exercise all the rights under the Contract. However, the
Owner may be an individual or entity other than the Annuitant. Spouses may own a
Contract as joint Owners. Transfer of the ownership of a Contract may involve
federal income tax consequences, and a qualified adviser should be consulted
before any such transfer is attempted.

FEDERAL INCOME TAXES
- --------------------------------------------------------------------------------

INTRODUCTION

The Contracts are designed for use with retirement plans which may or may
not be tax-qualified plans ("Qualified Plans") under the provisions of the
Internal Revenue Code of 1986, as amended (the "Code"). The ultimate effect of
federal income taxes on the amounts held under a Contract, on annuity payments,
and on the economic benefits of the Contract Owner, Annuitant or beneficiary
depends on Phoenix's tax status, on the type of retirement plan for which the
Contract is purchased, and upon the tax and employment status of the individual
concerned.

The following discussion is general in nature and is not intended as tax
advice. Each person concerned should consult a competent tax adviser. No attempt
is made to consider any estate or inheritance taxes or any applicable state,
local or other tax laws. Moreover, the discussion is based upon Phoenix's
understanding of the federal income tax laws as they are currently interpreted.
No representation is made regarding the likelihood of continuation of the
federal income tax laws or the current interpretations by the Internal Revenue
Service (the "Service"). For a discussion of federal income taxes as they relate
to the Fund, please see the accompanying Prospectuses for the Funds.

TAX STATUS

Phoenix is taxed as a life insurance company under Part 1 of Sub-chapter L
of the Code. Since the Account is not a separate entity from Phoenix and its
operations form a part of Phoenix, it will not be taxed separately as a
"regulated investment company" under Sub-chapter M of the Code. Investment
income and realized capital gains on the assets of the Account are reinvested
and taken into account in determining the Contract Value. Under existing federal
income tax law, the Account's investment income, including realized net capital
gains, is not taxed to Phoenix. Phoenix reserves the right to make a deduction
for taxes should they be imposed with respect to such items in the future.

TAXATION OF ANNUITIES IN GENERAL
Section 72 of the Code governs taxation of annuities. In general, a Contract
Owner is not taxed on increases in value of the Units held under a Contract
until some form of distribution is made under the Contract. However, in certain
cases, the increase in value may be subject to tax currently. In the case of
Contracts not owned by natural persons, see "Contracts Owned by Non-Natural
Persons." In the case of Contracts not meeting the diversification requirements,
see "Diversification Standards."

1. SURRENDERS OR WITHDRAWALS PRIOR TO THE CONTRACT MATURITY DATE.
Code Section 72 provides that a total or partial surrender from a
Contract prior to the Contract Maturity Date will be treated as taxable
income to the extent the amounts held under the Contract exceed the
"investment in the Contract." The "investment in the Contract" is that
portion, if any, of purchase payments (premiums paid) by or on behalf of an
individual under a Contract that is not excluded from the individual's gross
income. However, under certain types of Qualified Plans there may be no
investment in the Contract within the meaning of Code Section 72, so that
the total amount of all payments received will be taxable. The taxable
portion is taxed as ordinary income in an amount equal to the value of the
Contract or portion thereof that is pledged or assigned. For purposes of
this rule, a pledge or assignment of a Contract is treated as a payment
received on account of a partial surrender of a Contract. Similar rules
apply to amounts received under Qualified Plans, in most cases.

2. SURRENDERS OR WITHDRAWALS ON OR AFTER THE CONTRACT MATURITY DATE.
Upon receipt of a lump sum payment under the Contract, the recipient is
taxed on the portion of the payment that exceeds the investment in the
Contract. Ordinarily, such taxable portion is taxed as ordinary income.
Under certain circumstances, the proceeds of a surrender of a Contract may
qualify for "lump sum distribution" treatment under Qualified Plans. See
your tax adviser if you think you may qualify for "lump sum distribution"
treatment.

<PAGE>

amount is determined by dividing the investment in the Contract by the total
number of expected periodic payments. The remaining portion of each payment
is taxed as ordinary income. Once the excludable portion of annuity payments
equals the investment in the Contract, the balance of the annuity payments
will be fully taxable.

Withholding of federal income taxes on all distributions may be
required unless the recipient elects not to have any amounts withheld and
properly notifies Variable Products Operations of that election.

3. PENALTY TAX ON CERTAIN SURRENDERS AND WITHDRAWALS.

With respect to amounts surrendered or distributed before the taxpayer
reaches age 59 1/2, a penalty tax is imposed equal to ten percent (10%) of
the portion of such amount that is includable in gross income. However, the
penalty tax will not apply to withdrawals: (i) made on or after the death of
the Contract Owner (or where the Contract Owner is not an individual, the
death of the "Primary Annuitant," who is defined as the individual the
events in whose life are of primary importance in affecting the timing and
amount of the payout under the Contract); (ii) attributable to the
taxpayer's becoming totally disabled within the meaning of Code Section
72(m)(7); (iii) which are part of a series of substantially equal periodic
payments made (not less frequently than annually) for the life (or life
expectancy) of the taxpayer, or the joint lives (or joint life expectancies)
of the taxpayer and his beneficiary; (iv) from certain qualified plans (such
distributions may, however, be subject to a similar penalty under Code
Section 72(t) relating to distributions from qualified retirement plans.);
(v) allocable to investment in the contract before August 14, 1982; (vi)
under a qualified funding asset (as defined in Code Section 130(d)); (vii)
under an immediate annuity contract (as defined in Code Section 72(u)(4));
or (viii) that are purchased by an employer on termination of certain types
of qualified plans and which are held by the employer until the employee
separates from service.

If the penalty tax does not apply to a withdrawal as a result of the
application of item (iii) above, and the series of payments are subsequently
modified (other than by reason of death or disability), the tax for the
first year when the modification occurs will be increased by an amount
(determined by the Treasury regulations) equal to the tax that would have
been imposed but for item (iii) above, plus interest for the deferral
period, but only if the modification takes place: (a) before the close of
the period which is five years from the date of the first payment and after
the taxpayer attains age 59 1/2, or (b) before the taxpayer reaches age 59
1/2.

ADDITIONAL CONSIDERATIONS

1. DISTRIBUTION-AT-DEATH RULES.

In order to be treated as an annuity contract for federal income tax
purposes, a Contract must provide the following two distribution rules: (a)
if the Contract Owner dies on or after the Contract Maturity Date, and
before the entire interest in the Contract has been distributed, the
remainder of the Contract Owner's interest will be distributed at least as
quickly as the method in effect on the Contract Owner's death; and (b) if a
Contract Owner dies before the Contract Maturity Date, the Contract Owner's
entire interest generally must be distributed within five (5) years after
the date of death, or if payable to a designated beneficiary may be
annuitized over the life of that beneficiary or over a period not extending
beyond the life expectancy of that beneficiary, and must commence within one
(1) year after the Contract Owner's date of death. If the beneficiary is the
spouse of the Contract Owner, the Contract (together with the deferral of
tax on the accrued and future income thereunder) may be continued in the
name of the spouse as Contract Owner. These distribution requirements do not
apply to annuity contracts under Qualified Plans (other than Code Section
457 Plans).

If the Annuitant, who is not the Contract Owner, dies before the
Maturity Date and there is no Contingent Annuitant, the Annuitant's
beneficiary must elect within 60 days whether to receive the death benefit
in a lump sum or in periodic payments commencing within one (1) year.

If the Contract Owner is not an individual, the death of the Annuitant,
is considered to be the death of the Contract Owner. In addition, when the
Contract Owner is not an individual, a change in the primary Annuitant is
treated as the death of the Contract Owner. Finally, in the case of
non-spousal joint Contract Owners the distribution will be required at the
death of the first of the Contract Owners.

2. TRANSFER OF ANNUITY CONTRACTS.
Transfers of non-qualified Contracts prior to the Maturity Date for
less than full and adequate consideration to the Contract Owner at the time
of such transfer, will trigger tax on the gain in the Contract, with the
transferee getting a step-up in basis for the amount included in the
Contract Owner's income. This provision does not apply to transfers between
spouses or incident to a divorce.

3. CONTRACTS OWNED BY NON-NATURAL PERSONS.
If the Contract is held by a non-natural person (for example, a
corporation) the income on that Contract (generally the increase in the net
surrender value less the premium paid) is includable in income each year.
The rule does not apply where the non-natural person is the nominal owner of
a Contract and the beneficial owner is a natural person. The rule also does
not apply where the annuity contract is acquired by the estate of a
decedent, where the Contract is held under a qualified plan, a Tax Sheltered
Annuity program, or an IRA, where the Contract is a qualified funding asset
for structured settlements, where the Contract is purchased on behalf of an
employee upon termination of a qualified plan, and in the case of an
immediate annuity.

4. SECTION 1035 EXCHANGES.
Code Section 1035 provides, in general, that no gain or loss shall be
recognized on the exchange of one annuity contract for another. A
replacement contract obtained in a tax-free exchange of contracts succeeds
to the status of the surrendered contract. If the surrendered contract was
issued prior to August 14, 1982, the tax rules that formerly provided that
the surrender was taxable only to the extent the amount received exceeds the
Contract Owner's investment in the Contract, will continue to apply. In
contrast, Contracts issued on or after January 19, 1985, in a Code Section
1035 exchange, are treated as new Contracts for purposes of the
distribution-at-death rules. Special rules and procedures

<PAGE>

apply to Code Section 1035 transactions. Prospective Contract Owners wishing
to take advantage of Code Section 1035 should consult their tax advisers.

5. MULTIPLE CONTRACTS.
Code Section 72(e)(11)(A)(ii) provides that for Contracts entered into
after October 21, 1988, for purposes of determining the amount of any
distribution under Code Section 72(e) (amounts not received as annuities)
that is includable in gross income, all non-qualified deferred annuity
contracts issued by the same insurer (or affiliate) to the same Contract
Owner during any calendar year are to be aggregated and treated as one
contract. Thus, any amount received under any such contract prior to the
Contract Maturity Date, such as a withdrawal, dividend or loan, will be
taxable (and possibly subject to the 10% penalty tax) to the extent of the
combined income in all such contracts.

The Treasury Department has specific authority to issue regulations
that prevent the avoidance of Code Section 72(e) through the serial purchase
of annuity contracts or otherwise. In addition, there may be situations
where the Treasury may conclude that it would be appropriate to aggregate
two or more contracts purchased by the same Contract Owner. Accordingly, a
Contract Owner should consult a competent tax adviser before purchasing more
than one Contract or other annuity contracts.

DIVERSIFICATION STANDARDS
1. DIVERSIFICATION REGULATIONS.
To comply with the diversification regulations under Code Section
817(h) ("Diversification Regulations"), after a start-up period, each Series
of the Funds will be required to diversify its investments. The
Diversification Regulations generally require that, on the last day of each
quarter of a calendar year no more than 55% of the value of the assets of
the Funds are represented by any one investment, no more than 70% is
represented by any two investments, no more than 80% is represented by any
three investments, and no more than 90% is represented by any four
investments. A "look-through" rule applies to treat a pro rata portion of
each asset of the Funds as an asset of the Account, and each Series of the
Funds are tested for compliance with the percentage limitations. All
securities of the same issuer are treated as a single investment. As a
result of the 1988 Act, each Government agency or instrumentality will be
treated as a separate issuer for purposes of these limitations.

In connection with the issuance of the Diversification Regulations, the
Treasury announced that such regulations do not provide guidance concerning
the extent to which Contract Owners may direct their investments to
particular divisions of a separate account. Regulations or a revenue ruling
in this regard may be issued in the future. It is not clear, at this time,
what these regulations or the revenue ruling will provide. It is possible
that when issued, the Contract may need to be modified to comply with such
rules. For these reasons, Phoenix reserves the right to modify the Contract,
as necessary, to prevent the Contract Owner from being considered the owner
of the assets of the Account.

Phoenix has represented that it intends to comply with the
Diversification Regulations to assure that the Contracts continue to be
treated as annuity contracts for federal income tax purposes.

2. DIVERSIFICATION REGULATIONS AND QUALIFIED PLANS.
Code Section 817(h) applies to a variable annuity contract other than a
pension plan contract. The Diversification Regulations reiterate that the
diversification requirements do not apply to a pension plan contract. All of
the Qualified Plans (described below) are defined as pension plan contracts
for these purposes. Notwithstanding the exception of Qualified Plan
Contracts from application of the diversification rules, all investments of
the Phoenix Qualified Plan Contracts (i.e., the Funds) will be structured to
comply with the diversification standards because the Funds serve as the
investment vehicle for non-qualified Contracts as well as Qualified Plan
Contracts.

QUALIFIED PLANS

The Contracts may be used with several types of Qualified Plans. TSAs,
Keoghs, IRAs, Corporate Pension and Profit-Sharing Plans and State Deferred
Compensation Plans will be treated, for purposes of this discussion, as
Qualified Plans. The tax rules applicable to participants in such Qualified
Plans vary according to the type of plan and the terms and conditions of the
plan itself. No attempt is made herein to provide more than general information
about the use of the Contracts with the various types of Qualified Plans.
Participants under such Qualified Plans as well as Contract Owners, Annuitants,
and beneficiaries, are cautioned that the rights of any person to any benefits
under such Qualified Plans may be subject to the terms and conditions of the
plans themselves or limited by applicable law, regardless of the terms and
conditions of the Contract issued in connection therewith. For example, Phoenix
will accept beneficiary designations and payment instructions under the terms of
the Contract without regard to any spousal consents that may be required under
the Retirement Equity Act (REA). Consequently, a Contract Owner's beneficiary
designation or elected payment option may not be enforceable.

Effective January 1, 1993, Section 3405 of the Internal Revenue Code was
amended to change the rollover rules applicable to the taxable portions of
distributions from qualified pension and profit-sharing plans and Section 403(b)
TSA arrangements. Taxable distributions eligible to be rolled-over generally
will be subject to 20 percent income tax withholding. Mandatory withholding can
be avoided only if the employee arranges for a direct rollover to another
qualified pension or profit-sharing plan or to an IRA.

The new mandatory withholding rules apply to all taxable distributions from
qualified plans or TSAs, except a) distributions required under the Code, and b)
substantially equal distributions made over the life (or life expectancy) of the
employee, or for a term certain of 10 years or more.

Numerous changes have been made to the income tax rules governing Qualified
Plans as a result of legislation enacted during the past several years,
including rules with respect to: coverage, participation, and maximum
contributions; required distributions; penalty taxes on early or insufficient
distributions, and income tax withholding on distributions. The following are
brief descriptions of the various types of Qualified Plans and of the use of the
contracts in connection therewith.

<PAGE>

1. TAX-SHELTERED ANNUITIES.

Code Section 403(b) permits public school systems and certain types of
charitable, educational and scientific organizations, generally specified in
Code Section 501(c)(3) to purchase annuity contracts on behalf of their
employees and, subject to certain limitations, allows employees of those
organizations to exclude the amount of purchase payments from gross income
for federal income tax purposes. These annuity contracts are commonly
referred to as "TSAs."

For taxable years beginning after December 31, 1988, Code Section
403(b)(11) imposes certain restrictions on a Contract Owner's ability to
make partial withdrawals from, or surrenders of, Code Section 403(b)
Contracts, if the cash withdrawn is attributable to purchase payments made
under a salary reduction agreement. Specifically, Code Section 403(b)(11)
allows a Contract Owner to make a surrender or partial withdrawal only (A)
when the employee attains age 59 1/2, separates from service, dies, or
becomes disabled (as defined in the Code), or (B) in the case of hardship.
In the case of hardship, the amount distributable cannot include any income
earned under the Contract.

The 1988 Act amended the effective date of Code Section 403(b)(11), so
that it applies only with respect to distributions from Code Section 403(b)
Contracts which are attributable to assets other than assets held as of the
close of the last year beginning before January 1, 1989. Thus, the
distribution restrictions do not apply to assets held as of December 31,
1988.

In addition, in order for certain types of contributions under a Code
Section 403(b) Contract to be excluded from taxable income, the employer
must comply with certain nondiscrimination requirements. Contract Owners
should consult their employers to determine whether the employer has
complied with these rules.

2. KEOGH PLANS.
The Self-Employed Individual Tax Retirement Act of 1962, as amended,
permits self-employed individuals to establish "Keoghs," or qualified plans
for themselves and their employees.
The tax consequences to participants under such a plan depend upon the terms
of the plan. In addition, such plans are limited by law with respect to the
maximum permissible contributions, distribution dates, nonforfeitability of
interests, and tax rates applicable to distributions. In order to establish
such a plan, a plan document must be adopted and implemented by the
employer, as well as approved by the Internal Revenue Service.

3. INDIVIDUAL RETIREMENT ACCOUNTS.
Code Section 408 permits eligible individuals to contribute to an
individual retirement program known as an "IRA." These IRAs are subject to
limitations on the amount which may be contributed, the persons who may be
eligible, and on the time when distributions may commence. In addition,
distributions from certain other types of Qualified Plans may be placed on a
tax-deferred basis into an IRA.

4. CORPORATE PENSION AND PROFIT-SHARING PLANS.
Code Section 401(a) permits corporate employers to establish various
types of retirement plans for employees. Such retirement plans may permit
the purchase of Contracts to provide benefits thereunder (see "Group
Contracts").

As a general rule, the maximum amount which an employer may contribute
on behalf of a Participant to a defined benefit plan is the amount necessary
to fund an annual benefit equal to the lesser of 100% of compensation or
$120,000. If the plan is a defined contribution plan, the maximum
contribution is the lesser of 25% of compensation or $30,000 for each
Participant. If the plan is a profit-sharing plan, the amount which the
employer may deduct cannot exceed 15% of the compensation otherwise paid to
participating employees in the taxable year. Under a profit-sharing plan
which includes a cash or deferral provision described in Section 401(k) of
the Code, elective deferral contributions are limited to $9,500 a year, or
less in the case of a highly compensated employee (as defined by the code)
where certain non-discriminatory percentage tests require a lower limit.

5. DEFERRED COMPENSATION PLANS WITH RESPECT TO SERVICE FOR STATE AND LOCAL
GOVERNMENTS AND TAX-EXEMPT ORGANIZATIONS.
Code Section 457 provides for certain deferred compensation plans with
respect to service for state and local governments and
certain other entities. The Contracts may be used in connection with these
plans; however, under these plans the Contract Owner is the plan sponsor,
and the individual participants in the plans are the Annuitants. Under such
Contracts, the rights of individual plan participants are governed solely by
their agreements with the plan sponsor and not by the terms of the
Contracts.

6. SEEK TAX ADVICE.

The above description of federal income tax consequences of the
different types of Qualified Plans which may be funded by the Contracts
offered by this Prospectus is only a brief summary and is not intended as
tax advice. The rules governing the provisions of Qualified Plans are
extremely complex and often difficult to comprehend. Anything less than full
compliance with the applicable rules, all of which are subject to change,
may have adverse tax consequences. A prospective Contract Owner considering
adoption of a Qualified Plan and purchase of a Contract in connection
therewith should first consult a qualified tax adviser, with regard to the
suitability of the Contract as an investment vehicle for the Qualified Plan.

SALES OF VARIABLE ACCUMULATION CONTRACTS
- --------------------------------------------------------------------------------

The principal underwriter of the Contracts is Phoenix Equity Planning
Corporation ("PEPCO"). Contracts may be purchased through registered
representatives of W. S. Griffith & Co., Inc. ("W. S. Griffith") licensed to
sell Phoenix insurance policies and annuity contracts. W. S. Griffith is an
indirect wholly-owned subsidiary of Phoenix. PEPCO is an indirect,
majority-owned subsidiary of Phoenix. Contracts also may be purchased through
other broker-dealers or entities registered under the Securities Exchange Act of
1934, whose representatives are authorized by applicable law to sell Contracts
under terms of agreement provided by PEPCO and terms of agreement provided by
Phoenix.

<PAGE>

Although the Glass-Steagall Act prohibits banks and bank affiliates from
engaging in the business of underwriting securities, banking regulators have not
indicated that such institutions are prohibited from purchasing variable annuity
contracts upon the order and for the account of their customers. In addition to
reimbursing PEPCO for its expenses, Phoenix pays PEPCO an amount equal to up to
7.25% of the purchase payments under the Contracts. PEPCO pays any distribution
organization an amount which may not exceed up to 7.25% of purchase payments
made under the contract. Any such amount paid with respect to Contracts sold
through other broker/dealers will be paid by Phoenix to or through PEPCO. The
amounts paid by Phoenix are not deducted from the purchase payments. Deductions
for sales charges (as described under "Sales Charges") may be used to reimburse
Phoenix for commission payments to broker-dealers.

Phoenix through PEPCO will sponsor sales contests, training and educational
meetings and provide to all qualifying dealers, from its own profits and
resources, additional compensation in the form of trips, merchandise or expense
reimbursement. Brokers and dealers other than PEPCO also may make customary
additional charges for their services in effecting purchases, if they notify the
Funds of their intention to do so.

STATE REGULATION
- --------------------------------------------------------------------------------

Phoenix is subject to the provisions of the New York insurance laws
applicable to mutual life insurance companies and to regulation and supervision
by the New York Superintendent of Insurance. Phoenix is also subject to the
applicable insurance laws of all the other states and jurisdictions in which it
does an insurance business.

State regulation of Phoenix includes certain limitations on the investments
which may be made for its General Account and separate accounts, including the
Account. It does not include, however, any supervision over the investment
policy of the Account.

REPORTS
- --------------------------------------------------------------------------------

Reports showing the Contract Value and containing the financial statements
of the Account will be furnished at least annually to an Owner.

VOTING RIGHTS
- --------------------------------------------------------------------------------

As stated above, all of the assets held in an available Sub-account will be
invested in shares of a corresponding Series of the Funds. Phoenix is the legal
owner of those shares and as such has the right to vote to elect the Board of
Trustees of each Fund, to vote upon certain matters that are required by the
1940 Act to be approved or ratified by the shareholders of a mutual fund and to
vote upon any other matter that may be voted upon at a shareholders' meeting.
However, Phoenix intends to vote the shares of the Funds at regular and special
meetings of the shareholders of the Funds in accordance with instructions
received from Owners of the Contracts.

Phoenix currently intends to vote Fund shares attributable to any Phoenix
assets and Fund shares held in each Sub-account for which no timely instructions
from Owners are received in the same proportion as those shares in that
Sub-account for which instructions are received. In the future, to the extent
applicable federal securities laws or regulations permit Phoenix to vote some or
all shares of the Funds in its own right, it may elect to do so.

Matters on which Owners may give voting instructions may include the
following: (1) election of the Board of Trustees of a Fund; (2) ratification of
the independent accountant for a Fund; (3) approval or amendment of the
investment advisory agreement for the Series of the Fund corresponding to the
Owner's selected Sub-account(s); (4) any change in the fundamental investment
policies or restrictions of each such Series; and (5) any other matter requiring
a vote of the Shareholders of a Fund. With respect to amendment of any
investment advisory agreement or any change in a Series' fundamental investment
policy, Owners participating in such Series will vote separately on the matter,
pursuant to the requirements of the 1940 Act.

The number of votes that a Contract Owner has the right to cast will be
determined by applying the Contract Owner's percentage interest in a Sub-account
to the total number of votes attributable to the Sub-account. In determining the
number of votes, fractional shares will be recognized. The number of votes for
which each Owner may give Phoenix instructions will be determined as of the
record date for Fund shareholders chosen by the Board of Trustees of a Fund.
Phoenix will furnish Owners with proper forms and proxies to enable them to give
these instructions.

TEXAS OPTIONAL RETIREMENT PROGRAM
- --------------------------------------------------------------------------------

Participants in the Texas Optional Retirement Program may not receive the
proceeds of a withdrawal from, or complete surrender of, a Contract, or apply
them to provide annuity options prior to retirement except in the case of
termination of employment in the Texas public institutions of higher education,
death or total disability. Such proceeds may, however, be used to fund another
eligible retirement vehicle.

LITIGATION
- --------------------------------------------------------------------------------

Phoenix, the Account and PEPCO are not parties to any litigation that would
have a material adverse effect upon the Account or the Contracts.

LEGAL MATTERS
- --------------------------------------------------------------------------------

Legal matters involving federal securities and income tax laws in connection
with the Contracts described in this Prospectus have been passed upon by Jorden
Burt Berenson & Johnson LLP, Washington, D.C.

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

The Statement of Additional Information contains more specific information
and financial statements relating to the Account and Phoenix. The Table of
Contents of the Statement of Additional Information is set forth below:

Underwriter
Calculation of Yield and Return
Calculation of Annuity Payments
Experts
Financial Statements

Contract Owner inquiries and requests for a Statement of Additional
Information should be directed to Variable Products Operations in writing at 101
Munson Street, P.O. Box 942, Greenfield, Massachusetts 01302-0942, or by calling
Variable Products Operations at (800) 447-4312.

<PAGE>

APPENDIX A

THE GUARANTEED INTEREST ACCOUNT

Contributions to the Guaranteed Interest Account ("GIA") under the Contract
and transfers to the GIA become part of the Phoenix General Account (the
"General Account"), which supports insurance and annuity obligations. Because of
exemptive and exclusionary provisions, interests in the General Account have not
been registered under the Securities Act of 1933 ("1933 Act") nor is the General
Account registered as an investment company under the 1940 Act. Accordingly,
neither the General Account nor any interest therein is specifically subject to
the provisions of the 1933 or 1940 Acts and the staff of the Securities and
Exchange Commission has not reviewed the disclosures in this Prospectus
concerning the GIA. Disclosures regarding the GIA and the General Account,
however, may be subject to certain generally applicable provisions of the
federal securities laws relating to the accuracy and completeness of statements
made in prospectuses.

The General Account is made up of all of the general assets of Phoenix other
than those allocated to any separate account. Premium payments will be allocated
to the GIA and, therefore, the General Account, as elected by the Owner at the
time of purchase or as subsequently changed. Phoenix will invest the assets of
the General Account in assets chosen by it and allowed by applicable law.
Investment income from General Account assets is allocated between Phoenix and
the contracts participating in the General Account, in accordance with the terms
of such contracts.

Fixed annuity payments made to Annuitants under the Contract will not be
affected by the mortality experience (death rate) of persons receiving such
payments or of the general population. Phoenix assumes this "mortality risk" by
virtue of annuity rates incorporated in the Contract that cannot be changed. In
addition, Phoenix guarantees that it will not increase charges for maintenance
of the Contracts regardless of its actual expenses.

Investment income from the General Account allocated to Phoenix includes
compensation for mortality and expense risks borne by it in connection with
General Account contracts.

The amount of investment income allocated to the Contracts will vary from
year to year in the sole discretion of Phoenix. However, Phoenix guarantees that
it will credit interest at a rate of not less than 4% per year for individual
Contracts and 3% per year for Group Contracts, compounded annually, to amounts
allocated to the GIA. Phoenix may credit interest at a rate in excess of these
rates; however, it is not obligated to credit any interest in excess of these
rates.

Bi-weekly, Phoenix will set the excess interest rate, if any, that will
apply to amounts deposited to the GIA. That rate will remain in effect for such
deposits for an initial guarantee period of one full year from the date of
deposit. Upon expiration of the initial one-year guarantee period (and each
subsequent one-year guarantee period thereafter), the rate to be applied to any
deposits whose guaranteed period has just ended will be the same rate as is
applied to new deposits allocated to the GIA at that time. This rate will
likewise remain in effect for a guarantee period of one full year from the date
the new rate is applied.

Excess interest, if any, will be determined by Phoenix based on information
as to expected investment yields. Some of the factors that Phoenix may consider
in determining whether to credit excess interest to amounts allocated to the GIA
and the amount thereof, are general economic trends, rates of return currently
available and anticipated on investments, regulatory and tax requirements and
competitive factors. ANY INTEREST CREDITED TO AMOUNTS ALLOCATED TO THE GIA IN
EXCESS OF 4% PER YEAR FOR INDIVIDUAL CONTRACTS AND 3% PER YEAR FOR GROUP
CONTRACTS WILL BE DETERMINED IN THE SOLE DISCRETION OF PHOENIX AND WITHOUT
REGARD TO ANY SPECIFIC FORMULA. THE CONTRACT OWNER ASSUMES THE RISK THAT
INTEREST CREDITED TO GIA ALLOCATIONS MAY NOT EXCEED THE MINIMUM GUARANTEE FOR
ANY GIVEN YEAR.

Phoenix is aware of no statutory limitations on the maximum amount of
interest it may credit, and the Board of Directors has set no limitations.
However, inherent in Phoenix's exercise of discretion in this regard is the
equitable allocation of distributable earnings and surplus among its various
policyholders and Contract Owners.

Excess interest, if any, will be credited on the GIA Contract Value. Phoenix
guarantees that, at any time, the GIA Contract Value will not be less than the
amount of purchase payments allocated to the GIA, plus interest at the rate of
4% per year for individual Contracts and 3% per year for Group Contracts,
compounded annually, plus any additional interest which Phoenix may, in its
discretion, credit to the GIA, less the sum of all annual administrative or
surrender charges, any applicable premium taxes, and less any amounts
surrendered. If the Owner surrenders the Contract, the amount available from the
GIA will be reduced by any applicable surrender charge and annual administration
charge (see "Deductions and Charges").

IN GENERAL, ONE TRANSFER PER CONTRACT YEAR IS ALLOWED FROM THE GIA. THE AMOUNT
WHICH CAN BE TRANSFERRED IS LIMITED TO THE GREATER OF $1,000 AND 25% OF THE
CONTRACT VALUE IN THE GIA AS OF THE LAST CONTRACT ANNIVERSARY. UNDER THE
SYSTEMATIC TRANSFER PROGRAM, TRANSFERS OF APPROXIMATELY EQUAL AMOUNTS MAY BE
MADE OVER A MINIMUM 18-MONTH PERIOD. NON-SYSTEMATIC TRANSFERS FROM THE GIA WILL
BE EFFECTUATED ON THE DATE OF RECEIPT BY VARIABLE PRODUCTS OPERATIONS, UNLESS
OTHERWISE REQUESTED BY THE CONTRACT OWNER.

<PAGE>

APPENDIX B

DEDUCTIONS FOR STATE PREMIUM TAXES
QUALIFIED AND NON-QUALIFIED ANNUITY CONTRACTS

<TABLE>
<CAPTION>
UPON UPON
STATE PURCHASE(1) ANNUITIZATION NON-QUALIFIED QUALIFIED
- ----- ----------- ------------- ------------- ---------
<S> <C> <C> <C> <C>
California .......................................... X 2.35% 0.50%

D.C.................................................. X 2.25

Kansas............................................... X 2.00

Kentucky............................................. X 2.00 2.00

Maine................................................ X 2.00

Nevada............................................... X 3.50

South Dakota......................................... X 1.25

West Virginia........................................ X 1.00 1.00

Wyoming.............................................. X 1.00
</TABLE>

NOTE: The above premium tax deduction rates are as of July 31, 1996. No
premium tax deductions are made for states not listed above. However,
premium tax statutes are subject to amendment by legislative act and to
judicial and administrative interpretation, which may affect both the
above list of states and the applicable tax rates. Consequently, the
company reserves the right to deduct premium tax when necessary to
reflect changes in state tax laws or interpretation.

For an explanation of the assessment of Premium Taxes see "Deductions
and Charges, Premium Tax."

(1) "Purchase" refers to the earlier of partial withdrawal, surrender of
the Contract, Maturity Date or payment of death proceeds.

<PAGE>

[VERSION B]
PROSPECTUS --MAY 1, 1996
AS SUPPLEMENTED SEPTEMBER 15, 1996

PHOENIX HOME LIFE VARIABLE ACCUMULATION ACCOUNT
TEMPLETON INVESTMENT PLUS

Individual Deferred
Variable Accumulation Annuity Contracts

issued by

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY

101 Munson Street
P.O. Box 942
Greenfield, Massachusetts 01302-0942
Telephone: (800) 243-4840

FOR TAX QUALIFIED AND NON-TAX QUALIFIED ANNUITY PLANS

This Prospectus describes Templeton Investment Plus, individual deferred
variable accumulation annuity contracts ("Contracts") issued by Phoenix Home
Life Mutual Insurance Company ("Phoenix"). The Contracts provide for both an
Accumulation Period and an Annuity Period. Premium payments under the
Contract are flexible. Generally, a minimum initial purchase payment of
$1,000 is required and each subsequent purchase payment must be at least $25.
If the bank draft investment program is elected, the minimum initial purchase
payment required is $25. For Individual Retirement Accounts (IRA's), the
minimum initial purchase payment required is $25. For contracts issued under
tax-qualified or employer sponsored plans other than IRA's, a minimum annual
payment of $1,000 must be made. Generally, a Contract may not be purchased
with respect to a proposed Annuitant who is eighty years of age or older.

Purchase payments are allocated to one or more of the available
Sub-accounts of the Phoenix Home Life Variable Accumulation Account (the
"Account") and/or to the Guaranteed Interest Account (See Appendix A) as
specified by the Contract Owner in the application for the Contract. Each
available Sub-account of the Account invests exclusively in a Series of the
Templeton Variable Products Series Fund (the "Fund"). The Fund is a mutual
fund whose Series presently include the Templeton Money Market Fund,
Templeton Bond Fund, Templeton Stock Fund, Templeton Asset Allocation Fund,
Templeton International Fund and the Templeton Developing Markets Fund.

You may surrender a Contract for any reason within 10 days after its
receipt and receive in cash the adjusted value of the initial purchase
payment. You may receive more or less than the initial payment depending on
investment experience within the Sub-account during the 10-day period, unless
the Contract was issued with a Temporary Money Market Allocation Amendment,
in which case your initial purchase payment is refunded. If the initial
purchase payment, or any portion thereof, was allocated to the Guaranteed
Interest Account, that payment (or portion) and any earned interest is
refunded. (See "Free Look Period.")

This Prospectus provides information a prospective investor should know
before investing and should be kept for future reference. It is accompanied
by a current Prospectus for the Fund. No offer is being made of a Contract
funded by any Series of the Fund for which a current Prospectus has not been
delivered.

Contracts are not deposits or obligations of, or guaranteed or endorsed
by, any bank, credit union or affiliated entity and are not federally insured
or otherwise protected by the Federal Deposit Insurance Corporation (FDIC),
Federal Reserve Board, or any other agency and involve investment risks
including possible loss of principal.

Additional information about the Contracts has been filed with the
Securities and Exchange Commission in a Statement of Additional Information,
dated May 1, 1996, which is incorporated herein by reference. The Statement
of Additional Information, the table of contents of which is set forth in
this Prospectus, is available without charge upon request by writing or
telephoning Phoenix at the address or telephone number set forth above.

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

<PAGE>
TABLE OF CONTENTS
- -----------------------------------------------------------------------------

<TABLE>
<CAPTION>
HEADING PAGE
<S> <C>
SUMMARY OF EXPENSES 3
FINANCIAL HIGHLIGHTS 4
PERFORMANCE HISTORY 6
SPECIAL TERMS 7
SUMMARY 8
THE VARIABLE ACCUMULATION ANNUITY 11
PHOENIX AND THE VARIABLE ACCUMULATION ACCOUNT 11
TEMPLETON VARIABLE PRODUCTS SERIES FUND 12
PURCHASE OF CONTRACTS 12
DEDUCTIONS AND CHARGES 13
Premium Tax 13
Sales Charges 13
Charges for Mortality and Expense Risks 13
Charges for Administrative Services 14
Other Charges 14
THE ACCUMULATION PERIOD 15
Accumulation Units 15
Accumulation Unit Values 15
Transfers 15
Surrender of Contract; Partial Withdrawals 16
Lapse of Contract 16
Payment Upon Death Before Maturity Date 16
THE ANNUITY PERIOD 17
Variable Accumulation Annuity Contracts 17
Annuity Options 17
Option A--Life Annuity With Specified Period
Certain 18
Option B--Non-Refund Life Annuity 18
Option D--Joint and Survivor Life Annuity 18
Option E--Installment Refund Life Annuity 18
Option F--Joint and Survivor Life Annuity
With Specified Period Certain 18
Option G--Payments for Specified Period 18
Option H--Payments of Specified Amount 18
Option I--Variable Payment Life Annuity With
Ten Year Period Certain 18
Option J--Joint Survivor Variable Payment
Life Annuity With Ten Year Period Certain 18
Option K--Variable Payment Annuity
for a Specified Period 18
Other Options and Rates 18
Other Conditions 18
Payment Upon Death After Maturity Date 19
VARIABLE ACCOUNT VALUATION PROCEDURES 19
MISCELLANEOUS PROVISIONS 20
Assignment 20
Deferment of Payment 20
Free Look Period 20
Amendments to Contracts 20
Substitution of Fund Shares 20
Ownership of the Contract 20
FEDERAL INCOME TAXES 21
Introduction 21
Tax Status 21
Taxation of Annuities in General--
Non-Qualified Plans 21
Surrenders or Withdrawals Prior to the
Contract Maturity Date 21
Surrenders or Withdrawals on or after
the Contract Maturity Date 21
Penalty Tax on Certain Surrenders
and Withdrawals 21
Additional Considerations 22
Diversification Standards 23
Qualified Plans 23
Tax-Sheltered Annuities 24
Keogh Plans 24
Individual Retirement Accounts 24
Corporate Pension and Profit Sharing Plans 24
Deferred Compensation Plans with Respect to
Service for State and Local Governments
and Tax-Exempt Organizations 24
Seek Tax Advice 24
SALES OF VARIABLE ACCUMULATION CONTRACTS 25
STATE REGULATION 25
REPORTS 25
VOTING RIGHTS 25
TEXAS OPTIONAL RETIREMENT PROGRAM 26
LITIGATION 26
LEGAL MATTERS 26
STATEMENT OF ADDITIONAL INFORMATION 26
APPENDIX A 27
APPENDIX B 28
</TABLE>

2
<PAGE>
SUMMARY OF EXPENSES

<TABLE>
<CAPTION>
CONTRACT OWNER TRANSACTION EXPENSES ALL SUB-ACCOUNTS
- ----------------------------------- ----------------
<S> <C>
Sales Load Imposed on Purchases None
Deferred Sales Load (as a percentage of amount surrendered)((1)):
Age of Deposit in Complete Years 0-1 6%
Age of Deposit in Complete Years 1-2 5%
Age of Deposit in Complete Years 2-3 4%
Age of Deposit in Complete Years 3-4 3%
Age of Deposit in Complete Years 4-5 2%
Age of Deposit in Complete Years 5-6 1%
Age of Deposit in Complete Years 6 and thereafter None
Exchange Fee
Current Fee None
Maximum Allowable Charge Per Exchange $10
CONTRACT FEES
Current Annual Administrative $35
Maximum Annual Administrative $35
SEPARATE ACCOUNT EXPENSES
(as a percentage of average account value)
Mortality and Expense Risk Fees 1.25%
Account Fees and Expenses
Daily Administrative Fee 0.125%
Total Separate Account Annual Expenses 1.375%
</TABLE>

<TABLE>
<CAPTION>
MONEY ASSET DEVELOPING
SUB-ACCOUNTS MARKET BOND STOCK ALLOCATION INTERNATIONAL MARKETS(3)
- -------------------------------------------------- --------- ------- -------- ------------- ---------------- -------------
<S> <C> <C> <C> <C> <C> <C>
FUND ANNUAL EXPENSES
(as a percentage of Fund average net assets)
Investment Management Fees .35% .50% .47% .48% .49% .76%
Other Expenses (after expense reduction)(2) .28% .28% .19% .18% .22% .94%
Total Fund Annual Expenses .63% .78% .66% .66% .71% 1.70%
EXAMPLE
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
assets:
1 year $ 68 70 69 69 69 79
3 years $ 97 102 98 98 100 128
5 years $127 134 128 128 131 179
10 years $249 264 252 252 257 353
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 $ 22 24 22 22 23 33
3 years $ 68 73 69 69 70 100
5 years $116 124 118 118 120 169
10 years $249 264 252 252 257 353
</TABLE>

(1) A sales charge is taken from the proceeds when a Contract is
surrendered or when an amount is withdrawn, if assets have not been
held under the Contract for a certain period of time. An amount up to
10% of the Contract Value may be withdrawn each year without a sales
charge. (See "Deductions and Charges--Sales Charges.")

(2) Each Series pays a portion of all of its total operating expenses other
than the management fee. "Other Expenses" are based upon the actual
operating expenses incurred by the Fund for the fiscal year ended
December 31, 1995. For the fiscal year ended December 31, 1995, it was
not necessary that the Fund be reimbursed for operating expenses for
the Stock, Bond, Money Market, Asset Allocation or International
Series.

(3) The inclusion of this Sub-account began on September 15, 1996.
Accordingly, annualized expenses have been projected for the fiscal
period ending December 31, 1996. Expenses shown are net of management
fee reduction. The Fund's investment manager has agreed in advance to
reduce its fee so as to limit the total expenses of the Fund to an
annual rate of 1.70% of the Fund's average daily net assets until May
1, 1997. Without this reduction, the total operating expenses were
estimated to be approximately 1.84% of the average net asset of such
Series for the fiscal year ending December 31, 1996. Phoenix has entered
into an arrangement under which it is compensated for certain
administrative services it provides to the Fund.

3
<PAGE>

The purpose of the table set forth above is to assist the Contract Owner
in understanding the various costs and expenses that a Contract Owner will
bear directly or indirectly. The table reflects expenses of the Account as
well as the Fund. (See "Deductions and Charges" in this Prospectus and
"Management of the Trust" in the Fund Prospectus.)

Any premium or other taxes levied by any governmental entity with respect
to the Contracts will be charged against the Contract Values based on a
percentage of premiums paid. Premium taxes currently imposed by certain
states on the Contracts range from 0% to 3.5% of premiums paid. (See
"Deductions and Charges--Premium Tax".)

The Example should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown. The $35
annual administrative charge is reflected in the Example as $1.75 since the
average Contract account size is greater than $1,000 and the expense effect
is reduced accordingly. (See "Deductions and Charges".)

PHOENIX HOME LIFE VARIABLE ACCUMULATION ACCOUNT
(SELECTED DATA FOR A UNIT OUTSTANDING THROUGHOUT THE INDICATED PERIOD)
FINANCIAL HIGHLIGHTS

Following are the financial highlights for the period indicated.

<TABLE>
<CAPTION>
TEMPLETON STOCK
SUB-ACCOUNT
----------------------------------------
YEAR ENDED DECEMBER 31,
----------------------------------------
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
Unit value, beginning of period $1.665152 $1.726593 $1.305609
Unit value, end of period $2.057549 $1.665152 $1.726593
Number of accumulation units
outstanding at end of period
(000) 142,234 144,872 137,108
</TABLE>

(RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
PERIOD FROM
NOVEMBER 4,
YEAR ENDED DECEMBER 31, 1988*
------------------------------------------------------ TO DECEMBER 31,
1992 1991 1990 1989 1988
------------ ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C>
Unit value, beginning of period $1.235446 $ .981990 $1.119352 $ .989563 $1.00000
Unit value, end of period $1.305609 $1.235446 $ .981990 $1.119352 $.989563
Number of accumulation units
outstanding at end of period
(000) 118,456 94,307 74,885 44,084 2,812
</TABLE>

*Date of inception

<TABLE>
<CAPTION>
TEMPLETON ASSET ALLOCATION
SUB-ACCOUNT
----------------------------------------
YEAR ENDED DECEMBER 31,
----------------------------------------
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
Unit value, beginning of period $1.625952 $1.699180 $1.365257
Unit value, end of period $1.965734 $1.625952 $1.699180
Number of accumulation units
outstanding at end of period
(000) 72,985 74,901 66,903
</TABLE>

(RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
PERIOD FROM
NOVEMBER 28,
YEAR ENDED DECEMBER 31, 1988*
------------------------------------------------------ TO DECEMBER 31,
1992 1991 1990 1989 1988
------------ ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C>
Unit value, beginning of period $1.280431 $1.016125 $1.119543 $1.001691 $1.000000
Unit value, end of period $1.365257 $1.280431 $1.016125 $1.119543 $1.001691
Number of accumulation units
outstanding at end of period
(000) 46,950 27,918 21,974 11,455 130
</TABLE>

*Date of inception

<TABLE>
<CAPTION>
TEMPLETON MONEY MARKET
SUB-ACCOUNT
----------------------------------------
YEAR ENDED DECEMBER 31,
----------------------------------------
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
Unit value, beginning of period $1.238474 $1.213373 $1.201078
Unit value, end of period $1.287771 $1.238474 $1.213373
Number of accumulation units
outstanding at end of period
(000) 16,077 26,566 13,892
</TABLE>

(RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
PERIOD FROM
DECEMBER 2,
YEAR ENDED DECEMBER 31, 1988*
------------------------------------------------------ TO DECEMBER 31,
1992 1991 1990 1989 1988
------------ ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C>
Unit value, beginning of period $1.181114 $1.134278 $1.069449 $1.003591 $1.000000
Unit value, end of period $1.201078 $1.181114 $1.134278 $1.069449 $1.003591
Number of accumulation units
outstanding at end of period
(000) 17,734 18,533 15,540 5,324 423
</TABLE>

*Date of inception

4
<PAGE>
<TABLE>
<CAPTION>
TEMPLETON BOND
SUB-ACCOUNT
----------------------------------------
YEAR ENDED DECEMBER 31,
----------------------------------------
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
Unit value, beginning of period $1.366504 $1.456861 $1.324996
Unit value, end of period $1.549167 $1.366504 $1.456861
Number of accumulation units outstanding at
end of period (000) 12,633 13,111 13,578
</TABLE>

(RESTUBBED TABLE CONTINUED FROM ABOVE)

<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 4,
YEAR ENDED DECEMBER 31, 1989*
---------------------------------------- TO DECEMBER 31,
1992 1991 1990 1989
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Unit value, beginning of period $1.272743 $1.113263 $1.061263 $1.000000
Unit value, end of period $1.324996 $1.272743 $1.113263 $1.061263
Number of accumulation units outstanding at
end of period (000) 8,937 5,611 2,889 1,455
</TABLE>

*Date of inception

<TABLE>
<CAPTION>
TEMPLETON INTERNATIONAL
SUB-ACCOUNT
---------------------------------------------------------
PERIOD FROM
MAY 1,
YEAR ENDED DECEMBER 31, 1992*
--------------------------------------- TO DECEMBER 31,
1992
1995 1994 1993
------------ ------------ ----------- -----------
<S> <C> <C> <C> <C>
Unit value, beginning of period $1.303520 $1.351997 $ .930016 $1.000000
Unit value, end of period 1.488540 1.303520 1.351997 .930016
Number of accumulation units outstanding at end of period (000) 59,587 58,214 32,362 7,562
</TABLE>

*Date of inception

TEMPLETON DEVELOPING MARKETS SUB-ACCOUNT

THIS SUB-ACCOUNT COMMENCED OPERATIONS AS OF SEPTEMBER 15, 1996; ACCORDINGLY,
DATA FOR THIS SUB-ACCOUNT IS NOT YET AVAILABLE.

5
<PAGE>
PERFORMANCE HISTORY

From time to time the Account may include the performance history of any or
all Sub-accounts in advertisements, sales literature or reports. PERFORMANCE
INFORMATION ABOUT EACH SUB-ACCOUNT IS BASED ON PAST PERFORMANCE ONLY AND IS
NOT AN INDICATION OF FUTURE PERFORMANCE. Performance information may be
expressed as yield and effective yield of the Money Market Sub-account, as
yield of the Bond Sub-account and as total return of any Sub-account. For the
Bond Sub-account, quotations of yield will be based on all investment income
per unit earned during a given 30-day period (including dividends and
interest), less expenses accrued during the period ("net investment income"),
and are computed by dividing the net investment income by the maximum
offering price per unit on the last day of the period.

For those sub-accounts within the Account that have not been available for
one of the quoted periods, the standardized average annual total return
quotations may show the investment performance such sub-account would have
achieved (reduced by the applicable charges) had it been available to invest
in shares of the Fund for the period quoted.

Below are quotations of standardized average annual total return for
contracts assessing an .85% expense charge, calculated as described above.

<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1995 TEMPLETON
-------------------------------------------------
AVERAGE ANNUAL TOTAL RETURN
-------------------------------------------------
INCEPTION
TEMPLETON SUB-ACCOUNT DATE 1 YEAR 3 YEAR 5 YEAR LIFE OF FUND
- ------------------------ ------------ ---------- --------- --------- --------------
<S> <C> <C> <C> <C> <C>
Stock 11/04/88 17.82 % 15.16% 15.60% 10.45%
Asset Allocation 11/28/88 15.28 % 11.73% 13.76% 9.85%
Money Market 12/02/88 (0.87)% 1.25% 2.25% 3.48%
Bond 01/04/89 8.09 % 4.22% 6.48% 6.32%
International 05/01/92 8.88 % 15.76% N/A 11.27%
</TABLE>

ANNUAL TOTAL RETURNS*

<TABLE>
<CAPTION>
YEAR STOCK ASSET MONEY BOND INTERNATIONAL
- -------- ----------- ---------- -------- ---------- ----------------
<S> <C> <C> <C> <C> <C>
1989 13.10 % 11.80 % 6.60% 6.10 % N/A
1990 (12.30)% (9.20)% 6.10% 4.90 % N/A
1991 25.80 % 26.00 % 4.10% 14.30 % N/A
1992 5.68 % 6.62 % 1.69% 4.11 % (7.00)%
1993 32.25 % 24.46 % 1.02% 9.95 % 45.37 %
1994 (3.56)% (4.31)% 2.07% (6.20)% (3.59)%
1995 23.57 % 20.90 % 3.98% 13.37 % 14.19 %
</TABLE>

*Sales charges have not been deducted from the Annual Total Return

THESE RATES OF RETURN ARE NOT AN ESTIMATE OR GUARANTEE OF FUTURE PERFORMANCE

Performance data is historical and includes changes in share price and
reinvestment of dividends and capital gains.

Current yield for the Money Market Sub-account is based upon the income
earned by the Sub-account over a seven-day period and then annualized, i.e.
the income earned in the period is assumed to be earned every seven days over
a 52-week period and stated as a percentage of the investment. Effective
yield is calculated similarly but when annualized, the income earned by the
investment is assumed to be reinvested in Sub-account Units and thus
compounded in the course of a 52-week period. Yield and effective yield
reflect the recurring charges on the Account level including the annual
administrative fee.

Yield calculations of the Money Market Sub-account used for illustration
purposes are based on the consideration of a hypothetical participant's
account having a balance of exactly one Unit at the beginning of a seven day
period, which period will end on the date of the most recent financial
statements. The yield for the Sub-account during this seven day period will
be the change in the value of the hypothetical participant's account's
original Unit. The following is an example of this yield calculation for the
Money Market Sub-account based on a seven day period ending December 31,
1995.

6
<PAGE>
Example:

<TABLE>
<CAPTION>
CONTRACTS
ASSESSING
.85% EXPENSE
CHARGE
---------------
<S> <C>
Assumptions:
Value of hypothetical pre-existing account with exactly one unit
at the beginning of the period 1.286811
Value of the same account (excluding capital changes)
at the end of the seven day period 1.287771
Calculation:
Ending account value 1.287771
Less beginning account value 1.286811
Net change in account value .000960
Base period return:
(adjusted change/beginning account value) .000746
Current yield = return /times/ (365/7) /equal/ 3.89%
Effective yield /equal/ [ (1 /plus/ return) (365/7)] /minus/ 1 /equal/ 3.97%
</TABLE>

The current yield and effective yield information will fluctuate, and
publication of yield information may not provide a basis for comparison with
bank deposits, other investments which are insured and/or pay a fixed yield
for a stated period of time, or other investment companies, due to charges
which will be deducted on the Account level.

A Sub-account's performance may be compared to that of the Consumer Price
Index or various unmanaged equity or bond indices such as the Dow Jones
Industrial Average, the Standard & Poor's 500 Stock Index, and the Europe
Australia Far East Index, and may also be compared to the performance of the
other variable annuity accounts as reported by services such as Lipper
Analytical Services, Inc. ("Lipper"), CDA Investment Technologies, Inc.
("CDA") and Morningstar, Inc. or in other various publications. Lipper and
CDA are widely recognized independent rating/ranking services. A
Sub-account's performance may also be compared to that of other investment or
savings vehicles.

Advertisements, sales literature and other communications may contain
information about any Funds' or Advisers' current investment strategies and
management style. Current strategies and style may change to respond to a
changing market and economic conditions. From time to time, the Funds may
discuss specific portfolio holdings or industries in such communications. To
illustrate components of overall performance, the Funds may separate their
cumulative and average annual returns into income results and capital gains
or losses; or cite separately as a return figure the equity or bond portion
of a Funds' portfolio; or compare a Funds' equity or bond return figure to
well-known indices of market performance including but not limited to: the
S&P 500 Index, Dow Jones Industrial Average, First Boston High Yield Index
and Solomon Brothers Corporate and Government Bond Indices.

Each Fund's Annual Report, available upon request and without charge,
contains a discussion of the performance of the Fund and a comparison of that
performance to a securities market index.

SPECIAL TERMS

As used in this Prospectus, the following terms have the indicated meanings:

ACCOUNT: Phoenix Home Life Variable Accumulation Account.

ACCUMULATION UNIT: A standard of measurement with respect to each Sub-account
used in determining the value of a Contract and the interest in the
Sub-account prior to the commencement of annuity payments.

ACCUMULATION VALUE: The value of a Contract on or prior to its Date of
Maturity, equal to the sum of the products obtained by multiplying the number
of Accumulation Units in each Sub-account then credited to the Contract by
the appropriate Accumulation Unit Value.

ANNUITANT: The person whose life is used as the measuring life under the
Contract. The primary Annuitant as shown on the Contract's Schedule Page,
while the primary Annuitant is living, and then the contingent Annuitant
designated on the application for the Contract or as later changed by the
Owner, if the contingent Annuitant is living at the death of the primary
Annuitant.

ANNUITY OPTION: The provisions under which a series of annuity payments is
made to the Annuitant or other payee, such as Life Annuity with Ten Years
Certain. (See "Annuity Options.")

ANNUITY UNIT: A standard of measurement used in determining the amount of
each variable income payment under the variable payment annuity options.

7
<PAGE>
CONTRACT: The individual deferred variable accumulation annuity contract
described in this Prospectus.

CONTRACT VALUE: Prior to the Maturity Date, the sum of the value under a
Contract of all Accumulation Units held in the Sub-accounts of the Account
and the value held in the Guaranteed Interest Account.

FIXED PAYMENT ANNUITY: A benefit providing for periodic payments of a fixed
dollar amount throughout the Annuity Period that does not vary with or
reflect the investment performance of any Sub-account.

THE FUND: Templeton Variable Products Series Fund, a Massachusetts business
trust.

GUARANTEED INTEREST ACCOUNT (GIA): An allocation option under which amounts
deposited are guaranteed to earn a fixed rate of interest. Excess interest
may also be credited, in the sole discretion of Phoenix Home Life Mutual
Insurance Company.

ISSUE DATE: The date that the initial purchase payment is invested in a
Sub-account.

MATURITY DATE: The date elected by the Owner pursuant to the Contract as of
which annuity payments will commence. The election is subject to certain
conditions described in "THE ANNUITY PERIOD."

MINIMUM INITIAL PURCHASE PAYMENT: The amount which must be paid when a
Contract is purchased. Minimum initial purchase payments of $1,000, $25, $25,
and $1,000 annually are required for non-qualified, IRA, bank draft program,
and qualified plan contracts respectively.

MINIMUM SUBSEQUENT PAYMENT: The amount which must be paid when any subsequent
payments are made, after the minimum initial purchase payment has been made
(see above). The minimum subsequent payment for all Contracts is $25.

OWNER: The person or entity, usually the one to whom the Contract is issued,
who has the sole right to exercise all rights and privileges under the
Contract except as otherwise provided in the Contract. The Owner may be the
Annuitant, an employer, a trust or any other individual or entity specified
in the application for the Contract. However, under Contracts used with
certain tax qualified plans, the Owner must be the Annuitant. A husband and
wife may be designated as joint owners, and if such a joint owner dies, the
other joint owner becomes the sole Owner of the Contract. If no Owner is
named, the Annuitant will be the Owner.

PAYMENT UPON DEATH: The obligation of Phoenix under a Contract to make a
payment on the death of the Owner or Annuitant at any time before the
Maturity Date of a Contract (see "Payment Upon Death Before Maturity Date")
or after the Maturity Date of a Contract (see "Payment Upon Death After
Maturity Date").

PHOENIX: Phoenix Home Life Mutual Insurance Company.

VARIABLE PAYMENT ANNUITY: An annuity providing payments that vary in amount,
after the first payment is made, in accordance with the investment experience
of the selected Sub-accounts.

VARIABLE PRODUCTS OPERATIONS: The Variable Products Operations Division of
Phoenix Home Life Mutual Insurance Company.

SUMMARY

The individual deferred accumulation annuity contracts ("Contract") funded by
the Phoenix Home Life Variable Accumulation Account ("Account") present a
dynamic concept in retirement planning designed to give you maximum
flexibility in attaining your investment goals. There are no deductions from
your purchase payments so that your entire payment is put to work in the
investment portfolio(s) of your choice. The Account consists of several
Sub-accounts; the Sub-accounts available for Templeton Investment Plus invest
their assets exclusively in specified Series of Templeton Variable Products
Series Fund (the "Fund"). Each Series of the Fund has a distinct investment
objective. You choose the Sub-account or Sub-accounts you wish to invest in
among the available Sub-accounts and/or the Guaranteed Interest Account when
you make your purchase payments under the Contracts. You may also transfer
amounts held under the Contracts among the available Sub-accounts and/or the
Guaranteed Interest Account. When the accumulation period ends, the then
Contract Value will be applied to furnish a Variable Payment Annuity unless a
Fixed Payment Annuity is elected. If a Fixed Payment Annuity is elected,
payments will, thereafter, be fixed and guaranteed by Phoenix.

The Contracts are eligible for purchase as non-tax qualified retirement
plans by individuals. The Contracts are also eligible for use in connection
with (1) pension or profit-sharing plans qualified under the Self-Employed
Individuals Tax Retirement Act of 1962, known as "HR 10" or "Keogh" plans,
(2) pension or profit-sharing plans qualified under Sections 401(a) and
401(k), of the Internal Revenue Code of 1986, as amended (the "Code"), known
as "corporate plans," (3) annuity purchase plans adopted under the provisions
of Section 403(b) of the Code by public school systems and certain other
tax-exempt organizations (TSA), (4) individual retirement account plans
satisfying the requirements of Section 408 of the Code (IRA), and (5)
government plans and deferred compensation plans maintained by a state or
political subdivision thereof under Section 457 of the Code. These plans are
sometimes referred to in this Prospectus as "tax qualified plans."

8
<PAGE>
HOW ARE PAYMENTS MADE UNDER THE CONTRACTS?

A Contract Owner may make payments at any time until the Maturity Date
selected by the Owner pursuant to the terms of the Contract. The payments
purchase Accumulation Units of the Sub-account(s) and/or are deposited in the
Guaranteed Interest Account, as chosen by the Owner. (See "PURCHASE OF
CONTRACTS" and "THE ACCUMULATION PERIOD.")

WHAT ARE THE INVESTMENT OBJECTIVES OF THE SERIES OF THE FUND?

The investment objective of the TEMPLETON MONEY MARKET FUND is current
income, stability of principal, and liquidity which it seeks to achieve by
investing in money market instruments with maturities not exceeding 397 days,
consisting primarily of short term U.S. Government securities, certificates
of deposit, time deposits, bankers' acceptances, commercial paper, and
repurchase agreements.

The investment objective of the TEMPLETON BOND FUND is high current income
which it seeks to achieve through a flexible policy of investing primarily in
debt securities of companies, governments, and government agencies of various
nations throughout the world and in debt securities which are convertible
into common stock of such companies. The debt securities selected may be
rated in any category by Standard & Poor's Corporation ("S&P") or Moody's
Investors Service, Inc. ("Moody's") as well as securities which are unrated
by any rating agency.

The investment objective of the TEMPLETON STOCK FUND is to pursue capital
growth which it seeks to achieve through a policy of investing primarily in
common stocks issued by companies, large and small, in various nations
throughout the world.

The investment objective of the TEMPLETON ASSET ALLOCATION FUND is a high
level of total return which it seeks to achieve through a flexible policy of
investing in stocks of companies in any nation, debt securities of companies
and governments of any nation, and in money market instruments. Changes in
the asset mix will be made in an attempt to capitalize on total return
potential produced by changing economic conditions throughout the world.

The investment objective of the TEMPLETON INTERNATIONAL FUND is to seek
long-term capital growth through a flexible policy of investing in stocks and
debt obligations of companies and governments outside the United States. Any
income realized will be incidental. Although the Fund generally invests in
common stock, it may also invest in preferred stocks and certain debt
securities such as convertible bonds which are rated in any category by S&P
or Moody's or which are unrated by any rating agency.

The investment objective of the TEMPLETON DEVELOPING MARKETS FUND is to
seek long-term capital appreciation by investing primarily in equity
securities of issuers in countries having developing markets.

FOR ADDITIONAL INFORMATION CONCERNING THE FUND, SEE THE ACCOMPANYING FUND
PROSPECTUS, WHICH SHOULD BE READ CAREFULLY BEFORE INVESTING.

IS THERE A GUARANTEED OPTION?

Yes. A Contract Owner may elect to have payments allocated to the Guaranteed
Interest Account. Amounts allocated to the Guaranteed Interest Account earn a
fixed rate of interest and Phoenix may also, in its sole discretion, credit
excess interest. (See Appendix A.)

WHAT SALES COSTS ARE CHARGED TO PURCHASE PAYMENTS UNDER THE CONTRACTS?

No deductions are made from purchase payments. A deduction for sales charges
may be taken from the proceeds when a Contract is surrendered or when an
amount is withdrawn, if assets have not been held in the Account for a
certain period of time. However, no deduction for sales charge will be taken
after the Annuity Period has begun. If a sales charge is imposed, it is
imposed on a first-in, first-out basis.

If a withdrawal or surrender is made during the first year that a Contract
is in existence, a sales charge will apply to the total amount that is
withdrawn unless the Contract is issued on or after May 1, 1996. For these
Contracts, up to 10% of the Contract Value at the time of the first
withdrawal may be withdrawan without a Sales Charge. After the first year,
and prior to the Maturity Date, 10% of the value of the Contract at the last
anniversary may be withdrawn each year free of sales charge. A deduction for
sales charges expressed as a percentage of the amount withdrawn in excess of
the 10% allowable amount is as follows:

- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>

Age of Deposit in Complete Years: 0 1 2 3 4 5 6 and over
Sales Charge to be Applied: 6% 5% 4% 3% 2% 1% 0%
</TABLE>
- -----------------------------------------------------------------------------

In the event that the Annuitant dies before the date that annuity payments
will commence, no sales charge will be imposed.

The total deferred sales charges on a Contract will never exceed 9% of the
total purchase payments (see "Sales Charges").

9
<PAGE>
WHAT FEES ARE CHARGED TO THE ACCOUNT?

The mortality and expense risk fees, administrative fees and annual contract
administrative charge assessed against the Account are as follows:

a. Mortality Risk Fee 0.40% on an annual basis
b. Expense Risk Fee 0.85% on an annual basis
c. Daily Administrative Fee 0.125% on an annual basis
d. Annual Administrative Charge $35 per year

The mortality and expense risk fees and daily administrative fee are
deducted from the aggregate average daily accumulated values of the
Sub-accounts, but are not deducted from values held in the Guaranteed
Interest Account.

The Annual Administrative Charge is generally $35 and is deducted each
year (or any part thereof) prior to the Contract's Date of Maturity. A
reduced Annual Administrative Charge may apply to Contracts issued after
September 1, 1994. This charge is used to cover fixed cost items. This charge
may be paid in cash.

ARE THERE ANY OTHER CHARGES OR DEDUCTIONS?

In most states, premium taxes are imposed when a Contract is annuitized
rather than when premium payments are made by the Contract Owner. Phoenix
will reimburse itself on the earlier of the date of a partial withdrawal,
surrender of the Contract, Maturity Date or payment of death proceeds (see
"Premium Tax"). For a more complete description of the fees chargeable to the
Account, see "DEDUCTIONS AND CHARGES."

In addition, certain charges are deducted from the assets in the Series of
the Fund. For investment management services, each Series pays the investment
manager a separate monthly fee calculated on the basis of its average daily
net assets during the year. In addition, the Fund's business manager receives
a monthly fee based on the combined average daily net assets of all Series.
(See "Other Charges").

WHAT ARE THE MINIMUM INITIAL AND SUBSEQUENT PURCHASE PAYMENTS?

For non-tax qualified plans, the following minimum purchase payments apply
(unless investments are made pursuant to a bank draft investment program):
Initial minimum per Contract: $1,000
Subsequent minimum per Contract: $25

For Contracts issued in connection with Individual Retirement Accounts or
pursuant to a bank draft investment program, the following minimum purchase
payments apply:
Initial minimum per Contract: $25
Subsequent minimum per Contract: $25

For contracts issued under tax-qualified or employer sponsored plans other
than Individual Retirement Accounts, a minimum annual premium of $1,000 must
be paid.

MAY I ALLOCATE MY PURCHASE PAYMENTS AMONG AVAILABLE SUB-ACCOUNTS AND/OR THE
GUARANTEED INTEREST ACCOUNT?

Yes. You may choose the amount of each purchase payment to be directed to
each Sub-account and/or to the Guaranteed Interest Account, provided that the
minimum initial purchase payment requirements have been met (see "PURCHASE OF
CONTRACTS").

MAY I TRANSFER AMOUNTS ALLOCATED TO A SUB-ACCOUNT OR THE GUARANTEED INTEREST
ACCOUNT?

Yes. You may transfer some or all of the Contract Value among one or more
available Sub-accounts and/or the Guaranteed Interest Account provided that
the minimum initial purchase payment requirements have been met. Also, if
elected, the Temporary Money Market Allocation Amendment provides that no
transfers may be made until the termination of the Free Look Period.

Phoenix may limit the number of transfers allowed during a Contract year,
but in no event will the limit be less than six transfers per year (see
"Transfers"). However, there are additional restrictions on transfers from
the Guaranteed Interest Account as described in Appendix A.

DOES THE CONTRACT PROVIDE FOR PAYMENT UPON DEATH?

The Contract provides that if the Owner and the Annuitant are the same and
the Owner/Annuitant dies before annuity payments begin, payment to the
Owner/Annuitant's beneficiary will be made and no surrender charge will be
imposed. The Contract also provides for payment upon death after the Contract
Maturity Date (see "Payment Upon Death Before Maturity Date", and "Payment
Upon Death After Maturity Date").

IS THERE A SHORT-TERM CANCELLATION RIGHT?

10
<PAGE>
experience within the Sub-account during the 10-day period, unless the
Contract is issued with a Temporary Money Market Allocation Amendment, in
which case the initial purchase payment is refunded. If the initial purchase
payment, or any portion thereof, was allocated to the Guaranteed Interest
Account, that payment (or portion) and any earned interest is refunded (see
"Free Look Period").

HOW WILL THE ANNUITY PAYMENTS BE DETERMINED ON THE MATURING OF A CONTRACT?

The Owner and Annuitant bear the risk of the investment performance during
the Accumulation Period unless the Guaranteed Interest Account is selected.
Once annuity payments commence, investment in the Account will continue and
the Owner and Annuitant will continue to bear the risk of investment unless a
Fixed Payment Annuity is elected. If a Fixed Payment Annuity is elected,
payments will be fixed, and guaranteed by the general assets of Phoenix. The
fixed payment schedule is a part of the Contract and the Owner may also be
given the opportunity to choose another annuity option available from Phoenix
at the maturity of the Contract. If the current practice settlement rates in
effect for Contracts are more favorable than the applicable rates guaranteed
under the Contract, the current rates shall be applied (see "THE ANNUITY
PERIOD").

CAN MONEY BE WITHDRAWN PRIOR TO MATURITY?

At any time before annuity payments begin, if the Annuitant is living, the
amounts held under the Contract may be withdrawn in whole or in part by the
Contract Owner (if the Contract is not held under a 403(b) plan), subject to
certain limitations (see "Surrender of Contract; Partial Withdrawals"). There
may be a penalty tax assessed in connection with withdrawals (see "FEDERAL
INCOME TAXES").

CAN THE CONTRACT LAPSE?

If on any Valuation Date the total Contract Value equals zero, the Contract
will immediately terminate and lapse without value.

The foregoing summary information should be read in conjunction with the
detailed information appearing elsewhere in this Prospectus.

THE VARIABLE ACCUMULATION ANNUITY

The individual deferred variable accumulation annuity contract (the
"Contract") issued by Phoenix may be significantly different from a fixed
annuity contract in that, unless the Guaranteed Interest Account is selected,
it is the Owner and Annuitant under a Contract who assume the risk of
investment gain or loss rather than Phoenix. Under a fixed annuity contract
the insurance company guarantees a specified interest rate and specified
monthly annuity payments. However, except for payments allocated to the
Guaranteed Interest Account, the amounts which will be available for annuity
payments under a Contract will depend on the investment performance of the
Sub-accounts of the Phoenix Home Life Variable Accumulation Account (the
"Account"). Upon the maturity of a Contract, the amounts held under a
Contract will continue to be invested in the Account and monthly annuity
payments will vary in accordance with the investment experience of the
selected Sub-accounts. However, a fixed annuity may be elected, in which case
Phoenix will guarantee specified monthly annuity payments.

The Owner selects the investment objective of each Contract on a
continuing basis by directing the allocation of purchase payments and
accumulated value among the Guaranteed Interest Account or the Money Market
Sub-account, Bond Sub-account, Stock Sub-account, Asset Allocation
Sub-account, International Sub-account and Developing Markets Sub-account.
Each of the Sub-accounts invests exclusively in shares of a corresponding
Series of the Templeton Variable Products Series Fund (the "Fund").

PHOENIX AND THE VARIABLE ACCUMULATION ACCOUNT

Phoenix is a mutual life insurance company originally chartered in
Connecticut in 1851. Its Executive Office is at One American Row, Hartford,
Connecticut 06115 and its main administrative office is at 100 Bright Meadow
Boulevard, Enfield, Connecticut 06083-1900. Its New York principal office is
at 99 Troy Road, East Greenbush, New York 12061. Phoenix is the nation's 13th
largest mutual life insurance company and has admitted assets of
approximately $13.2 billion. Phoenix sells insurance policies and annuity
contracts through its own field force of full time agents and through
brokers. Its operations are conducted in all 50 states, the District of
Columbia, Canada and Puerto Rico.

On June 21, 1982, Phoenix established the Account, a separate account
created under the insurance laws of Connecticut. The Account is registered
with the Securities and Exchange Commission ("SEC") as a unit investment
trust under the Investment Company Act of 1940 (the "1940 Act") and it meets
the definition of a "separate account" under the Act. Registration under the
Act does not involve supervision of the management or investment practices or
policies of the Account or Phoenix.

11
<PAGE>
regard to the other income, gains and losses of Phoenix. The assets of the
Account may not be charged with liabilities arising out of any other business
that Phoenix may conduct. Obligations under the Contracts are obligations of
Phoenix.

Contributions to the Guaranteed Interest Account are not invested in the
Account; rather, they become part of the general account of Phoenix (the
"General Account"). The General Account supports all insurance and annuity
obligations of Phoenix and is made up of all of its general assets other than
those allocated to any separate account such as the Account. For more
complete information concerning the Guaranteed Interest Account, see Appendix A.

TEMPLETON VARIABLE PRODUCTS SERIES FUND

Each available Sub-Account of the Account invests exclusively in a
corresponding Series of the Fund. The investment manager of Templeton Stock,
Templeton Asset Allocation and Templeton International Funds is Templeton
Investment Counsel, Inc.; Templeton Global Bond Managers, a division of
Templeton Investment Counsel, Inc., is the investment manager for Templeton
Bond and Templeton Money Market Funds and Templeton Asset Management Ltd. is
the investment manager for Templeton Developing Markets Fund. The investment
objective and policies of each of the Series of the Fund is as follows:

(1) TEMPLETON MONEY MARKET FUND--Seeks current income, stability of
principal, and liquidity by investing in money market instruments with
maturities not exceeding 397 days, consisting primarily of short term U.S.
Government securities, certificates of deposit, time deposits, bankers'
acceptances, commercial paper and repurchase agreements.

(2) TEMPLETON BOND FUND--Seeks high current income through a flexible
policy of investing primarily in debt securities of companies,
governments, and government agencies of various nations throughout the
world and in debt securities which are convertible into common stock of
such companies. The debt securities selected may be rated in any category
by Standard & Poor's Corporation ("S&P") or Moody's Investors Service,
Inc. ("Moody's") as well as securities which are unrated by any rating
agency.

(3) TEMPLETON STOCK FUND--Pursues capital growth through a policy of
investing primarily in common stocks issued by companies, large and small,
in various nations throughout the world.

(4) TEMPLETON ASSET ALLOCATION FUND--Seeks a high level of total return
through a flexible policy of investing in stocks of companies in any
nation, debt securities of companies and governments of any nation, and in
money market instruments. Changes in the asset mix will be made in an
attempt to capitalize on total return potential produced by changing
economic conditions throughout the world.

(5) TEMPLETON INTERNATIONAL FUND--Seeks long-term capital growth through a
flexible policy of investing in stocks and debt obligations of companies
and governments outside the United States. Any income realized will be
incidental. Although the Fund generally invests in common stock, it may
also invest in preferred stocks and certain debt securities such as
convertible bonds which are rated in any category by S&P or Moody's or
which are unrated by any rating agency.

(6) TEMPLETON DEVELOPING MARKETS FUND--Seeks long-term capital
appreciation by investing primarily in equity securities of issuers in
countries having developing markets.

Each Series will be subject to the market fluctuations and risks inherent
in the ownership of any security and there can be no assurance that any
Series' stated investment objective will be realized. For a discussion of the
risks associated with investing in high yield bonds and the special risks
inherent in foreign investing, including currency fluctuation and political
uncertainty, please see the accompanying Fund Prospectuses under "Risk
Factors."

In the future, shares of the Fund may be sold to other separate accounts
of Phoenix or its affiliates or to other insurance companies funding variable
annuity or variable life insurance contracts. It is conceivable that it may
be disadvantageous for variable life insurance separate accounts and variable
annuity separate accounts to invest in the Fund simultaneously. Although
neither Phoenix nor the Fund currently foresees any such disadvantages either
to variable annuity Contract Owners or to variable life insurance
policyowners, the Fund's Trustees intend to monitor events in order to
identify any material conflict between variable annuity Contract Owners and
variable life insurance policyowners and to determine what action, if any,
should be taken in response thereto. Material conflicts could result from,
for example, (1) changes in state insurance laws, (2) changes in Federal
income tax laws, (3) changes in the investment management of any portfolio of
the Fund, or (4) differences in voting instructions between those given by
variable life insurance policyowners and those given by variable annuity
Contract Owners.

FOR ADDITIONAL INFORMATION CONCERNING THE FUND AND ITS SERIES, PLEASE SEE
THE ACCOMPANYING FUND PROSPECTUSES, WHICH SHOULD BE READ CAREFULLY BEFORE
INVESTING.

PURCHASE OF CONTRACTS

The minimum initial purchase payment for each Contract purchased is $1,000.
However, for contracts purchased in connection with Individual Retirement
Accounts (IRAs), the minimum initial purchase payment is $25 and for
contracts

12
<PAGE>
purchased in connection with tax-qualified or employer sponsored plans, a
minimum annual payment of $1,000 is required. In addition, a Contract Owner
may authorize his bank to draw $25 or more from his personal checking account
monthly to purchase Units in any available Sub-account or in the Guaranteed
Interest Account. The amount the Contract Owner designates will be
automatically invested on the date the bank draws on his account. If this
"check-o-matic" privilege is selected, the minimum initial purchase payment
is $25. This payment must accompany the application. Each subsequent purchase
payment under a Contract must be at least $25.

Generally, a Contract may not be purchased with respect to a proposed
Annuitant who is eighty years of age or older. Total purchase payments in
excess of $1,000,000 cannot be made without the permission of Phoenix. While
the Annuitant is living and the Contract is in force, purchase payments may
be resumed at any time before the Maturity Date of a Contract.

Purchase payments received under the Contracts will be allocated to the
Money Market Sub-account, Bond Sub-account, Stock Sub-account, Asset
Allocation Sub-account, International Sub-account, Developing Markets
Sub-Account and/ or to the Guaranteed Interest Account, or a combination
thereof, in the proportion specified in the application for the Contract or
as indicated by the Owner from time to time. Changes in the allocation of
purchase payments will be effective as of receipt by Variable Products
Operations of written notice of election in a form satisfactory to Phoenix
and will apply to any purchase payments accompanying such notice or made
subsequent to the receipt of the notice, unless otherwise requested by the
Contract Owner.

DEDUCTIONS AND CHARGES

PREMIUM TAX

Whether or not a premium tax is imposed will depend upon, among other things,
the Owner's state of residence, the Annuitant's state of residence, the
status of Phoenix within those states and the insurance tax laws of those
states. Phoenix will pay any premium tax due and will only reimburse itself
upon the earlier of partial withdrawal, surrender of the Contract, the
Maturity Date or payment of death proceeds. For a list of states and premium
taxes, see Appendix B to this Prospectus.

SALES CHARGES

A deduction for contingent deferred sales charges (also referred to in this
Prospectus as surrender or sales charges) for these Contracts may be taken
from proceeds of withdrawals from, or complete surrender of, the Contracts if
assets are not held in the Account for a certain period of time (see chart
below). No sales charge will be taken after the Annuity Period has begun
except with respect to unscheduled withdrawals under Option K (see "Annuity
Options"). Any sales charge is imposed on a first-in, first-out basis.

With respect to withdrawals or surrenders, up to 10% of the Contract Value
may be withdrawn in a Contract year, either in a lump sum or by multiple
scheduled or unscheduled partial surrenders without the imposition of a sales
charge. During the first Contract year, the 10% withdrawal without a sales
charge is only available on Contracts issued on or after May 1, 1996 and will
be determined based on the Contract Value at the time of the first partial
surrender. In all subsequent years, the 10% will be based on the previous
Contract anniversary value. The deduction for sales charges, expressed as a
percentage of the amount redeemed in excess of the 10% allowable amount, is
as follows:

AGE OF DEPOSIT IN COMPLETE CONTINGENT DEFERRED SALES
YEARS FROM PAYMENT DATE UNIT CHARGE AS A PERCENTAGE OF
RELEASED WAS CREDITED AMOUNT WITHDRAWN
--------------------------------- ------------------------------
0 6%
1 5%
2 4%
3 3%
4 2%
5 1%
6 and over 0%
- -----------------------------------------------------------------

In the event that the Annuitant dies before the Maturity Date of the
Contract, the sales charge described in the table above will not apply.

The total sales charges on a Contract will never exceed 9% of the total
purchase payments, and the applicable level of sales charge cannot be changed
with respect to outstanding Contracts. Sales charges imposed in connection
with partial surrenders will be deducted from the Sub-accounts and the
Guaranteed Interest Account on a pro-rata basis. Any distribution costs not
paid for by sales charges will be paid by Phoenix from the assets of its
General Account.

CHARGES FOR MORTALITY AND EXPENSE RISKS

While fixed annuity payments to Annuitants will reflect the investment
performance of the applicable Series of the Fund during the Accumulation
Period, the amount of such payments will not be decreased because of adverse
mortality

13
<PAGE>
experience of Annuitants as a class or because of an increase in actual
expenses of Phoenix over the expense charges provided for in the Contracts.
Phoenix assumes the risk that Annuitants as a class may live longer than
expected (necessitating a greater number of annuity payments) and that its
expenses may be higher than the deductions for such expenses.

In assuming the mortality risks, Phoenix agrees to continue life annuity
payments, determined in accordance with the annuity tables and other
provisions of the Contract, to the Annuitant or other payee for as long as he
or she may live.

Phoenix charges each Sub-account the daily equivalent of 0.40% on an
annual basis of the current value of the Sub-account's net assets for
mortality risks assumed and the daily equivalent of 0.85% on an annual basis
for expense risks assumed. No mortality and expense risk charges are deducted
from the Guaranteed Interest Account. If the percentage charges prove
insufficient to cover actual insurance underwriting costs and excess
administrative costs then the loss will be borne by Phoenix; conversely,
although it is not anticipated, if the amount deducted proves more than
sufficient, the excess will be a profit to Phoenix. Any such profit may be
used, as a part of Phoenix's General Account's assets to meet sales expenses,
if any, which are in excess of sales commission revenue generated from any
sales charges. Phoenix has concluded that there is a reasonable likelihood
that the distribution financing arrangement being used in connection with the
Contracts will benefit the Account and the Contract Owners.

CHARGES FOR ADMINISTRATIVE SERVICES

Phoenix is responsible for administering the Account. In this connection,
Phoenix, among other things, maintains an account for each Owner and
Annuitant, makes all disbursements of benefits, furnishes administrative and
clerical services for each Contract, makes disbursements from the Account to
pay obligations chargeable to the Account, maintains the accounts, records,
and other documents relating to the business of the Account required by
regulatory authorities, causes the maintenance of the registration and
qualification of the Account under laws administered by the Securities and
Exchange Commission, prepares and distributes notices and reports to Owners,
and the like. All organizational expenses of the Account are paid by Phoenix.

To cover its fixed costs of administration, such as preparation of
billings and statements of account, Phoenix charges each annuity contract $35
each year. A reduced charge may apply to Contracts issued after September 1,
1994. This cost-based charge is deducted from the Sub-account or the
Guaranteed Interest Account holding the assets of the Owner or on a pro-rata
basis from two or more Sub-accounts or the Guaranteed Interest Account in
relation to their values under the Contract, and is not subject to increase
but may be subject to decrease. This charge is deducted on the Contract
anniversary date for services rendered since the preceding Contract
anniversary date. Upon a surrender of a Contract, the entire annual
administrative charge of $35 is deducted regardless of when the surrender
occurs.

Phoenix also charges each Sub-account available through a Contract the
daily equivalent of 0.125% on an annual basis of the accumulated value of the
Sub-account to cover its variable costs of administration, such as printing
and distribution of Contract Owner mailings. This cost-based fee is not
deducted from the Guaranteed Interest Account.

Phoenix may reduce the annual administrative charge or the daily
administrative fee for Contracts issued under group or sponsored
arrangements. Generally, administrative costs per Contract vary with the size
of the group or sponsored arrangement, its stability as indicated by its term
of existence and certain characteristics of its members, the purposes for
which the Contracts are purchased and other factors. The amounts of
reductions will be considered on a case-by-case basis and will reflect the
reduced administrative costs expected as a result of sales to a particular
group or sponsored arrangement.

OTHER CHARGES

Charges for investment and business management are paid out of the assets of
the Fund.

For investment management services, each Series pays a separate monthly
fee calculated on the basis of its average daily net assets during the year
as follows:

<TABLE>
<CAPTION>
TEMPLETON BOND, STOCK, INTERNATIONAL
TEMPLETON MONEY MARKET FUND AND ASSET ALLOCATION FUNDS TEMPLETON DEVELOPING MARKETS FUND
- -----------------------------------------------------------------------------------------------------
<S> <C> <C>
0.35% up to $200 million 0.50% up to $200 million 1.25%*
0.30% $200-$1,300 million 0.45% $200-$1,300 million
0.25% over $1,300 million 0.40% over $1,300 million
</TABLE>

*The Fund's investment manager has agreed in advance to reduce its fee so as
to limit the total expenses of the Fund to an annual rate of 1.70% of the
Fund's average daily net assets until May 1, 1997.

For its business management services to the Fund, Templeton Funds Annuity
Company receives a monthly fee from the Fund equivalent on an annual basis to
0.15% of the combined average daily net assets of the Funds, reduced to
0.135% of such assets in excess of $200 million; 0.10% of such assets in
excess of $700 million, and 0.075% of such assets in excess of $1,200
million.

These Fund charges and other expenses are described more fully in the
accompanying Fund Prospectuses.

14
<PAGE>
THE ACCUMULATION PERIOD

ACCUMULATION UNITS

Initial purchase payments will be applied within two days if the application
for a Contract is complete. If an incomplete application form is completed
within five business days of receipt by Variable Products Operations, the
initial purchase payment will be applied within two days of the completion of
the application. In the event that Variable Products Operations does not
accept the application within five business days or if an application is not
completed within five business days of receipt by Variable Products
Operations, then the purchase payment will be immediately returned. If the
Guaranteed Interest Account is chosen, additional purchase payments are
deposited on the date of receipt of such purchase payment at Variable
Products Operations. If one or more of the Sub-accounts is chosen, additional
purchase payments are applied to the purchase of Accumulation Units of the
Sub-account(s) chosen, at the value of such Accumulation Units next
determined after the receipt of such purchase payment at Variable Products
Operations. The number of Accumulation Units of a Sub-account purchased with
a specific purchase payment will be determined by dividing the applied
purchase payment by the value of an Accumulation Unit in that Sub-account
next determined after receipt of the purchase payment. The value of the
Accumulation Units of a Sub-account will vary depending upon the investment
performance of the applicable Series of the Fund, the fee of the Fund's
investment adviser and the charges and deductions made against the
Sub-account.

ACCUMULATION UNIT VALUES

At any date prior to the Maturity Date of the Contract, the total value of
the Accumulation Units in a Sub-account which has been credited under a
Contract can be computed by multiplying the number of such Units by the
appropriate value of an Accumulation Unit in effect for such date. The value
of an Accumulation Unit on a day other than a Valuation Date is the value of
the Accumulation Unit on the next Valuation Date. The number of Accumulation
Units in each Sub-account credited under each Contract and their current
value will be reported to the Owner at least annually.

TRANSFERS

A Contract Owner may, at any time but no later than 30 days prior to the
Maturity Date of a Contract, elect to transfer all or any part of the
Contract Value among one or more Sub-accounts or the Guaranteed Interest
Account. THERE ARE ADDITIONAL RESTRICTIONS ON TRANSFERS FROM THE GUARANTEED
INTEREST ACCOUNT AS DESCRIBED BELOW AND IN APPENDIX A. Any such transfer from
a Sub-account will result in the redemption of Accumulation Units, and if
another Sub-account is selected, in the purchase of Accumulation Units on the
basis of the respective values next determined after the receipt by Variable
Products Operations of written notice of election in a form satisfactory to
Phoenix. A transfer among Sub-accounts or the Guaranteed Interest Account
does not automatically change the payment allocation schedule of a contract.

A Contract Owner may also request transfers and changes in payment
allocations among available Sub-accounts or the Guaranteed Interest Account
by calling 1-800-243-4840 between the hours of 8:30 A.M. and 4:00 P.M.
Eastern Time. Unless the Contract Owner elects in writing not to authorize
telephone transfers or allocation changes, telephone transfer and allocation
change orders will also be accepted on behalf of the Contract Owner from his
or her registered representative. Phoenix will employ reasonable procedures
to confirm that telephone instructions are genuine. They will require
verification of account information and will record telephone instructions on
tape. All telephone transfers will be confirmed in writing to the Contract
Owner. To the extent that procedures reasonably designed to prevent
unauthorized transfers are not followed, Phoenix may be liable for following
telephone instructions for transfers that prove to be fraudulent. However,
the Contract Owner would bear the risk of loss resulting from instructions
entered by an unauthorized third party that Phoenix reasonably believes to be
genuine. These Telephone Privileges may be modified or terminated at any
time. During times of extreme market volatility, it may be difficult to
exercise and a Contract Owner should submit a written request.

A Contract Owner may also elect to transfer funds automatically among the
Sub-accounts or the Guaranteed Interest Account on a monthly, quarterly,
semi-annual or annual basis under the Systematic Transfer Program for Dollar
Cost Averaging ("Systematic Transfer Program"). Under this Systematic
Transfer Program, the minimum initial and subsequent transfer amounts are $25
monthly, $75 quarterly, $150 semi-annually, or $300 annually. A Contract
Owner must have an initial value of $2,000 in the Guaranteed Interest Account
or the Sub-account that funds will be transferred from, and if the value in
that Sub-account or the Guaranteed Interest Account drops below the elected
transfer amount, the entire remaining balance will be transferred and no more
systematic transfers will be processed. Funds may be transferred from only
one Sub-Account or the Guaranteed Interest Account, but may be allocated to
multiple Sub-accounts. Under the Systematic Transfer Program, Contract Owners
may transfer approximately equal amounts from the Guaranteed Interest Account
over a minimum 18 month period.

All transfers under the Systematic Transfer Program will be executed on
the basis of the respective values as of the first of the month rather than
on the basis of the respective values next determined after receipt of the
transfer request. If the first of the month falls on a holiday or weekend,
then the transfer will be processed on the next succeeding business day.

Unless Phoenix agrees otherwise or the Systematic Transfer Program has
been elected, a Contract Owner may make only one transfer per contract year
from the Guaranteed Interest Account. Transfers will be effectuated on the
date the transfer request was received at Variable Products Operations,
unless made pursuant to the Systematic Transfer Program as

15
<PAGE>
noted above. For non-systematic transfers, the amount that may be transferred
from the Guaranteed Interest Account at any one time cannot exceed the
greater of $1,000 or 25% of the Contract Value in the Guaranteed Interest
Account at the time of transfer.

Phoenix reserves the right not to accept batched transfer instructions
from registered representatives acting under powers of attorney for multiple
Contract Owners unless the registered representative's broker-dealer firm and
Phoenix have entered into a third party transfer service agreement.

No sales charge will be assessed when a transfer is made. The date a
payment was credited for the purpose of calculating the sales charge will
remain the same notwithstanding the transfer. Currently, there is no charge
for transfers; however, the Account reserves the right to charge a transfer
fee of $10.00 per transfer after the first two in each Contract Year to
defray administrative costs. Currently, unlimited transfers are permitted;
however, the Account reserves the right to limit the number of transfers made
during each contract year a Contract is in existence. However, Contract
Owners will always be permitted at least six transfers during each Contract
year. When the Temporary Money Market Allocation Amendment has been elected,
no transfers may be made until the end of the free look period (see "Free
Look Period").

Phoenix reserves the right to limit the number of Sub-accounts you may
elect to a total of 18 at any one time and/or over the life of the Contract
unless required to be less to comply with changes in federal and/or state
regulation, including tax, securities and insurance law. As of the date of
this prospectus, this limitation has no effect because fewer Sub-accounts are
offered.

SURRENDER OF CONTRACT; PARTIAL WITHDRAWALS

Prior to the Maturity Date, if the Annuitant is living, a Contract Owner may
surrender the Contract for a cash payment representing the Contract Value or
may make partial withdrawals of cash in amounts representing less than the
Contract Value. Prior to the Maturity Date, the Contract Owner may withdraw
up to 10% of the Contract Value in a Contract year, either in a lump sum or
by multiple scheduled or unscheduled partial surrenders without the
imposition of a sales charge. During the first Contract year, the 10%
withdrawal without a sales charge is only available on Contracts issued on or
after May 1, 1996 and will be determined based on the Contract Value at the
time of the first partial surrender. In all subsequent years, the 10% will be
based on the previous Contract anniversary value. A signed written request
for withdrawal must be sent to Variable Products Operations. If the Contract
Owner has not yet reached age 59 1/2, a 10% penalty tax will apply on
taxable income withdrawn (see "Federal Income Taxes"). The appropriate number
of Accumulation Units will be redeemed at their value next determined after
the receipt by Variable Products Operations of a written notice in a form
satisfactory to Phoenix. Unless the Owner designates otherwise, the
Accumulation Units redeemed in a partial withdrawal will be redeemed in each
Sub-account in the same proportion as the value of the Accumulation Units of
the Contract is then allocated among the Sub-accounts. Also, Contract Values
in the Guaranteed Interest Account will be withdrawn in a partial withdrawal
in the same proportion as the Contract Value is then allocated to the
Guaranteed Interest Account, unless the Owner designates otherwise. The
redemption value of Accumulation Units may be more or less than the purchase
payments applied under the Contract to purchase the Accumulation Units,
depending upon the investment performance in each Sub-account. The resulting
cash payment will be made in a single sum, ordinarily within seven days after
receipt of such notice. However, redemption and payment may be delayed under
certain circumstances (see "Deferment of Payment"). There may be adverse tax
consequences to certain surrenders and partial withdrawals (see "Surrenders
or Withdrawals Prior to the Contract Maturity Date"). Certain restrictions on
redemptions are imposed on Contracts used in connection with Internal Revenue
Code Section 403(b) plans (see "Qualified Plans"; "Tax-Sheltered Annuities").

A deduction for sales charges may be imposed on partial withdrawals from,
and complete surrender of, a Contract (see "Sales Charges"). Any sales charge
is imposed on a first-in, first-out basis.

LAPSE OF CONTRACT

If on any Valuation Date (see "Valuation Date"), the Contract Value is zero,
the Contract will immediately terminate and lapse without value. Within 30
days after this Valuation Date, Phoenix will notify the Contract Owner in
writing that the Contract has lapsed.

PAYMENT UPON DEATH BEFORE MATURITY DATE

If the Owner is the Annuitant and dies before the Maturity Date, the death
benefit will be paid under the Contract to the Owner/Annuitant's beneficiary.
If the Owner and the Annuitant are not the same and the Annuitant dies prior
to the Maturity Date, the contingent Annuitant becomes the Annuitant. If
there is no contingent Annuitant, the death benefit will be paid to the
Annuitant's beneficiary. The death benefit is calculated according to the
following method. If the death occurred during the first 6 years following
the Contract date, this payment would be equal to the greater of: (a) the sum
of all purchase payments made under the Contract less any prior partial
withdrawals (see "Surrender of Contract; Partial Withdrawals"); or (b) the
Contract Value next determined following receipt of a certified copy of the
death certificate at Variable Products Operations. If the death occurred
during any subsequent 6 year period, this payment would be equal to

16
<PAGE>
the greater of: (a) the death benefit that would have been payable at the end
of the immediately preceding 6 year period, plus any purchase payments made
and less any partial withdrawals since such date, or (b) the Contract Value
next determined following receipt of a certified copy of the death
certificate at Variable Products Operations.

If the Owner and the Annuitant are not the same and the Owner dies prior
to the Maturity Date and there is no surviving joint Owner, upon receipt of
due proof of death, Phoenix will fully surrender the Contract and pay the
Cash Surrender Value (Contract Value less any applicable sales charge) to the
Owner's beneficiary (see "Sales Charges").

Payments will be made in a single sum to the beneficiary designated by the
Owner prior to the Annuitant's death unless an optional method of settlement
had been elected by the Owner. If an optional method of settlement had not
been elected by the Owner, the beneficiary may elect an optional method of
settlement in lieu of a single sum. No deduction is made for sales or other
expenses upon such election (see "Sales Charges"). Notwithstanding the
foregoing, if the amount to be paid is less than $2,000, it will be paid in a
single sum (see "Annuity Options"). Depending upon state law, the payment to
the beneficiary may avoid probate.

THE ANNUITY PERIOD

VARIABLE ACCUMULATION ANNUITY CONTRACTS

Annuity payments will commence on the Contract's Maturity Date if the
Annuitant is then living and the Contract is then in force. On the Maturity
Date and thereafter, investment in the Account is continued unless a Fixed
Payment Annuity is elected. No sales charge is taken. Each Contract will
provide, at the time of its issuance, for a Variable Payment Life Annuity
with Ten Year Period Certain unless a different annuity option is elected by
the Owner (see "Annuity Options"). Under a Variable Payment Life Annuity with
Ten Year Period Certain, annuity payments, which may vary in amount based on
the performance of the Sub-accounts selected, are made monthly for life and,
if the Annuitant dies within ten years after the Maturity Date, the
Annuitant's beneficiary will be paid the payments remaining in the ten-year
period. A different form of annuity may be elected by the Owner prior to the
Maturity Date. Once annuity payments have commenced, the Annuity Option may
not be changed.

If the amount to be applied on the Maturity Date is less than $2,000,
Phoenix may pay such amount in one lump sum in lieu of providing an annuity.
If the initial monthly annuity payment under an Annuity Option would be less
than $20, Phoenix may also make a single sum payment equal to the total
Contract Value on the date the initial payment would be payable, in place of
all other benefits provided by the Contract, or make periodic payments
quarterly, semi-annually or annually in place of monthly payments.

Each Contract specifies a provisional Maturity Date at the time of its
issuance. The Owner may subsequently elect a different Maturity Date. The
Maturity Date shall not be earlier than the first Contract anniversary or
later than the Contract anniversary nearest the Annuitant's eighty-fifth
birthday, unless the Contract is issued in connection with certain qualified
plans. Under qualified plans, the Maturity Date must be such that
distributions begin no later than April 1st following the Annuitants attained
age 70 1/2, unless you and Phoenix agree otherwise.

The Maturity Date election shall be made by written notice and must be
received by Variable Products Operations thirty days before the provisional
Maturity Date. If a Maturity Date, which is different from the provisional
Maturity Date of the Contract is not elected by the Owner, the provisional
Maturity Date becomes the Maturity Date. Particular care should be taken in
electing the Maturity Date of a Contract issued under a Tax-Sheltered
Annuity, a Keogh Plan or an Individual Retirement Account (IRA) plan. (See
"Tax-Sheltered Annuities", "Keogh Plans" and "Individual Retirement
Accounts".)

ANNUITY OPTIONS

Unless an alternative annuity payment option is elected on or before the
Maturity Date, the amounts held under a Contract on the Maturity Date will
automatically be applied to provide a 10-year period certain variable payment
monthly life annuity based on the life of the Annuitant under Option I
described below. Any annuity payments falling due after the death of the
Annuitant during the period certain will be paid to the Annuitant's
beneficiary. Each annuity payment will be based upon the value of the Annuity
Units credited to the Contract. The number of Annuity Units in each
Sub-account to be credited is based on the value of the Accumulation Units in
that Sub-account and the applicable annuity purchase rate. The purchase rate
differs according to the payment option selected and the age of the
Annuitant. The value of the Annuity Units will vary with the investment
performance of each Sub-account to which Annuity Units are credited based on
an assumed investment return of 4 1/2 % per year. This rate is a fulcrum rate
around which Variable Annuity payments will vary to reflect whether actual
investment experience of the Sub-account is better or worse than the assumed
investment return. The assumed investment rate and the calculation of
variable income payments for such 10-year period certain variable payment
life annuity and for Options J and K described below are described in more
detail in Part 8 of the Contract and in the Statement of Additional
Information.

In lieu of the 10-year period certain variable payment life annuity (see
"Option I--Variable Payment Life Annuity with Ten Year Period Certain"
below), the Owner may, by written request received by Variable Products
Operations on or before the Maturity Date of the Contract, elect any of the
other annuity payment options described below. No surrender charge will be
assessed under any annuity option.

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The level of annuity payments payable under the following options is based
upon the option selected and, depending on the option chosen, such factors as
the age at which payments begin, the form of annuity, annuity purchase rates,
assumed investment return (for variable payment annuities), and the frequency
of payments.

Phoenix deducts a daily charge for mortality and expense risks from
Contract Values held in the Sub-accounts (see "Charges For Mortality and
Expense Risks"). Therefore, electing Option K will result in a deduction
being made even though Phoenix assumes no mortality risk under that option.

OPTION A--LIFE ANNUITY WITH SPECIFIED PERIOD CERTAIN Provides a monthly
income for the life of the Annuitant. In the event of death of the Annuitant,
the annuity income will be paid to the beneficiary until the end of the
specified period certain. For example, a ten year period certain will provide
a total of 120 monthly payments. The certain period may be 5, 10, or 20
years.

OPTION B--NON-REFUND LIFE ANNUITY Provides a monthly income for the lifetime
of the Annuitant. No income is payable after the death of the Annuitant.

OPTION D--JOINT AND SURVIVOR LIFE ANNUITY Provides a monthly income for the
lifetimes of both the Annuitant and a joint annuitant as long as either is
living. In the event of the death of the Annuitant or joint annuitant, the
annuity income will continue for the life of the survivor. The amount to be
continued to the survivor may be 100% or 50% of the amount of the joint
annuity payment, as elected at the time the annuity option is chosen. No
income is payable after the death of the survivor annuitant.

Under Option D, the joint annuitant must be named at the time the option
is elected and cannot be changed. The joint annuitant must have reached an
adjusted age of 40, as defined in the Contract.

OPTION E--INSTALLMENT REFUND LIFE ANNUITY Provides a monthly income for the
life of the Annuitant. In the event of the Annuitant's death, the annuity
income will continue to the Annuitant's beneficiary until the amount applied
to purchase the annuity has been distributed.

OPTION F--JOINT AND SURVIVOR LIFE ANNUITY WITH SPECIFIED PERIOD
CERTAIN Provides a monthly income for the lifetime of both the Annuitant and
a joint annuitant as long as either is living. In the event of the death of
the Annuitant or joint annuitant, the annuity income will continue for the
life of the survivor. If the survivor dies prior to the end of the elected
period certain, the annuity income will continue to the named beneficiary
until the end of the elected period certain. For example, a ten year period
certain will provide a total of 120 monthly payments. A period certain of
either 10 or 20 years may be chosen.

Under Option F, the joint annuitant must be named at the time the option
is elected and cannot be changed. The joint annuitant must have reached an
adjusted age of 40, as defined in the Contract.

OPTION G--PAYMENTS FOR SPECIFIED PERIOD Provides equal income installments
for a specified period of years whether the Annuitant lives or dies. Any
specified whole number of years from 5 to 30 years may be elected.

OPTION H--PAYMENTS OF SPECIFIED AMOUNT Provides equal installments of a
specified amount over a period of at least 5 years. The specified amount may
not be greater than the total annuity amount divided by five annual
installment payments. If the Annuitant dies prior to the end of the elected
period certain, annuity payments will continue to the Annuitant's beneficiary
until the end of the elected period certain.

OPTION I--VARIABLE PAYMENT LIFE ANNUITY WITH TEN YEAR PERIOD CERTAIN Unless
another annuity option has been elected, this option will automatically apply
to any Contract proceeds payable on the Maturity Date. It provides a variable
payout monthly annuity based on the life of the Annuitant. In the event of
the death of the Annuitant, the annuity payments are made to the Annuitant's
beneficiary until the end of the ten year period. The ten year period
provides a total of 120 monthly payments. Payments will vary as to dollar
amount, based on the investment experience of the Sub-accounts to which
proceeds are applied.

OPTION J--JOINT SURVIVOR VARIABLE PAYMENT LIFE ANNUITY WITH TEN YEAR PERIOD
CERTAIN Provides a variable payout monthly annuity while the Annuitant and
the designated joint Annuitant are living and continues thereafter during the
lifetime of the survivor or, if later, until the end of a ten year period
certain. Payments will vary as to dollar amount, based on the investment
experience of the Sub-accounts to which proceeds are applied. Under Option J,
the joint Annuitant must be named at the time the option is selected and
cannot be changed. The joint Annuitant must have reached an adjusted age of
40 as defined in the Contract.

OPTION K--VARIABLE PAYMENT ANNUITY FOR A SPECIFIED PERIOD Provides variable
payout monthly income installments for a specified period of time, whether
the Annuitant lives or dies. The period certain specified must be in whole
numbers of years from 5 to 30. However, the period certain selected by the
beneficiary of any death benefit under the Contract may not extend beyond the
life expectancy of such beneficiary. A Contract Owner may request an
unscheduled withdrawal representing part or all of the remaining Contract
Value (less any applicable contingent deferred sales charge) at any time
under Option K.

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OTHER OPTIONS AND RATES

Phoenix may offer other annuity options at the Maturity Date of a Contract.
In addition, in the event that current settlement rates for Contracts are
more favorable than the applicable rates guaranteed under the Contract, the
current settlement rates shall be used in determining the amount of any
annuity payment under the Annuity Options above.

OTHER CONDITIONS

Federal income tax requirements currently applicable to Keogh and Individual
Retirement Account plans provide that the period of years guaranteed under
joint and survivorship annuities with specified periods certain (see "Option
F" and "Option J" above) cannot be any greater than the joint life
expectancies of the payee and his or her spouse.

Federal income tax requirements also provide that participants in
qualified plans or IRAs must begin minimum distributions by April 1 of the
year following the one in which they attain age 70 1/2 . The distributions
must be such that the full amount in the contract will be distributed over a
period not greater than the participant's life expectancy, or the combined
life expectancy of the participant and his or her spouse or designated
beneficiary. Distributions made under this method are generally referred to
as Life Expectancy Distributions (LEDs). An LED program is available to
participants in qualified plans or IRAs. Requests to elect this program must
be made in writing.

Under the LED program, regardless of Contract Year, amounts up to the
required minimum distribution may be withdrawn without a deduction for sales
charges, even if the minimum distribution exceeds the 10% allowable amount
(see "Sales Charges"). Also, any amounts withdrawn that have not been held
under a Contract for at least six years and are in excess of the greater of
the minimum distribution and the 10% free available amount will be subject to
any applicable sales charge.

If the initial monthly annuity payment under an Annuity Option would be
less than $20, Phoenix may make a single sum payment equal to the total
Contract Value on the date the initial payment would be payable, in place of
all other benefits provided by the Contract, or, may make periodic payments
quarterly, semi-annually or annually in place of monthly payments.

PAYMENT UPON DEATH AFTER MATURITY DATE

If an Owner who is also the Annuitant dies on or after the Maturity Date,
except as may otherwise be provided under any supplementary contract between
the Owner and Phoenix, Phoenix will pay to the Owner/Annuitant's beneficiary
any annuity payments due during any applicable period certain under the
Annuity Option in effect on the Annuitant's death. If an Owner who is not the
Annuitant dies on or after the Maturity Date, Phoenix will pay any remaining
annuity payments to the Owner's beneficiary according to the payment option
in effect at the time of the Owner's death. If the Annuitant who is not the
Owner dies on or after the Maturity Date, Phoenix will pay any remaining
annuity payments to the Annuitant's beneficiary according to the payment
option in effect at the time of the Annuitant's death.

VARIABLE ACCOUNT VALUATION PROCEDURES

VALUATION DATE--A Valuation Date is every day the New York Stock Exchange is
open for trading. The New York Stock Exchange is scheduled to be closed for
trading on the following days: New Year's Day, President's Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas
Day. The Board of Directors of the Exchange reserves the right to change this
schedule as conditions warrant. On each Valuation Date, the value of the
Separate Account is determined at the close of the New York Stock Exchange
(currently 4:00 p.m. Eastern Time).

VALUATION PERIOD--A Valuation Period is that period of time from the
beginning of the day following a Valuation Date to the end of the next
following Valuation Date.

ACCUMULATION UNIT VALUE--The value of one Accumulation Unit was set at
$1.0000 on the date assets were first allocated to each Sub-account. The
value of one Accumulation Unit on any subsequent Valuation Date is determined
by multiplying the immediately preceding Accumulation Unit Value by the
applicable Net Investment Factor for the Valuation Period ending on such
Valuation Date.

NET INVESTMENT FACTOR--The Net Investment Factor for any Valuation Period is
equal to 1.000000 plus the applicable net investment rate for such Valuation
Period. A Net Investment Factor may be more or less than 1.000000. To
determine the net investment rate for any Valuation Period for the funds
allocated to each Sub-account, the following steps are taken: (a) the
aggregate accrued investment income and capital gains and losses, whether
realized or unrealized, of the Sub-account for such Valuation Period is
computed, (b) the amount in (a) is then adjusted by the sum of the charges
and credits for any applicable income taxes and the deductions at the
beginning of the Valuation Period for mortality and expense risk charges and
daily administrative fee, and (c) the results of (a) as adjusted by (b) are
divided by the aggregate Accumulation Unit Values in the Sub-account at the
beginning of the Valuation Period.

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MISCELLANEOUS PROVISIONS

ASSIGNMENT

Owners of Contracts issued in connection with non-tax qualified plans may
assign their interest in the Contract without the consent of the beneficiary.
A written notice of such assignment must be filed with Variable Products
Operations before it will be honored.

A pledge or assignment of a Contract is treated as payment received on
account of a partial surrender of a Contract (see "Surrenders or Withdrawals
Prior to the Contract Maturity Date").

DEFERMENT OF PAYMENT

Payment of the Contract Value in a single sum upon a withdrawal from, or
complete surrender of, a Contract will ordinarily be made within seven days
after receipt of the written request by Variable Products Operations.
However, payment of the value of any Accumulation Units may be postponed at
times (a) when the New York Stock Exchange is closed, other than customary
weekend and holiday closings, (b) when trading on the Exchange is restricted,
(c) when an emergency exists as a result of which disposal of securities in
the Fund is not reasonably practicable or it is not reasonably practicable to
determine the value of the Accumulation Units in the Sub-accounts or (d) when
a governmental body having jurisdiction over the Account by order permits
such suspension. Rules and regulations of the SEC, if any, are applicable and
will govern as to whether conditions described in (b), (c) or (d) exist.

FREE LOOK PERIOD

Phoenix may mail the Contract to the Owner or it may be delivered in person.
An Owner may surrender a Contract for any reason within 10 days after its
receipt and receive in cash the adjusted value of the initial purchase
payment. (A longer free look period may be provided in the Contract Owner's
state). The Owner may receive more or less than the initial payment depending
on investment experience within the Sub-account during the free look period,
unless the Contract was issued with a Temporary Money Market Allocation
Amendment, in which case the initial purchase payment will be refunded.

If the Contract Owner elects on the application to have the Temporary
Money Market Allocation Amendment issued with the Contract, or resides in a
state that requires the Contract to be issued with the Temporary Money Market
Allocation Amendment, Phoenix temporarily allocates the initial purchase
payment to the Money Market Sub-account. Under this Amendment, if the
Contract Owner surrenders the Contract during the Free Look Period, the
initial purchase payment is refunded. At the expiration of the Free Look
Period, the value of the Accumulation Units held in the Money Market
Sub-account is allocated among the available Sub-accounts of the Account or
the Guaranteed Interest Account in accordance with the Contract Owner's
allocation instructions on the application.

If the initial purchase payment, or any portion thereof, was allocated to
the Guaranteed Interest Account, that payment (or portion) and any earned
interest is refunded.

AMENDMENTS TO CONTRACTS

Contracts may be amended to conform to changes in applicable law or
interpretations of applicable law, or to accommodate design changes. Changes
in the Contract may need to be approved by Contract Owners and state
insurance departments. A change in the Contract which necessitates a
corresponding change in the Prospectus or the Statement of Additional
Information must be filed with the SEC.

SUBSTITUTION OF FUND SHARES

Although Phoenix believes it to be highly unlikely, it is possible that in
the judgment of its management, one or more of the Series of the Fund may
become unsuitable for investment by Contract Owners because of a change in
investment policy, or a change in the tax laws, or because the shares are no
longer available for investment. In that event, Phoenix may seek to
substitute the shares of another Series or the shares of an entirely
different mutual fund. Before this can be done, the approval of the SEC, and
possibly one or more state insurance departments, will be required.

OWNERSHIP OF THE CONTRACT

Ordinarily, the Purchaser of a Contract is both the Owner and the Annuitant
and is entitled to exercise all the rights under the Contract. However, the
Owner may be an individual or entity other than the Annuitant. Spouses may
own a Contract as joint Owners. Transfer of the ownership of a Contract may
involve Federal income tax consequences, and a qualified adviser should be
consulted before any such transfer is attempted.

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FEDERAL INCOME TAXES

INTRODUCTION

The Contracts are designed for use by individuals in retirement plans which
may or may not be tax-qualified plans ("Qualified Plans") under the
provisions of the Internal Revenue Code of 1986, as amended (the "Code"). The
ultimate effect of Federal income taxes on the amounts held under a Contract,
on annuity payments, and on the economic benefits of the Contract Owner,
Annuitant or beneficiary depends on Phoenix's tax status, on the type of
retirement plan for which the Contract is purchased, and upon the tax and
employment status of the individual concerned.

The following discussion is general in nature and is not intended as tax
advice. Each person concerned should consult a competent tax adviser. No
attempt is made to consider any estate or inheritance taxes or any applicable
state, local or other tax laws. Moreover, the discussion is based upon
Phoenix's understanding of the Federal income tax laws as they are currently
interpreted. No representation is made regarding the likelihood of
continuation of the Federal income tax laws or the current interpretations by
the Internal Revenue Service (the "Service"). For a discussion of Federal
income taxes as they relate to the Fund, please see the accompanying
Prospectus for the Fund.

TAX STATUS

Phoenix is taxed as a life insurance company under Part I of Subchapter L of
the Code. Since the Account is not a separate entity from Phoenix and its
operations form a part of Phoenix, it will not be taxed separately as a
"regulated investment company" under Subchapter M of the Code. Investment
income and realized capital gains on the assets of the Account are reinvested
and taken into account in determining the Contract Value. Under existing
Federal income tax law, the Account's investment income, including realized
net capital gains, is not taxed to Phoenix. Phoenix reserves the right to
make a deduction for taxes should they be imposed with respect to such items
in the future.

TAXATION OF ANNUITIES IN GENERAL

Section 72 of the Code governs taxation of annuities. In general, a Contract
Owner is not taxed on increases in value of the Units held under a Contract
until some form of distribution is made under the Contract. However, in
certain cases, the increase in value may be subject to tax currently. In the
case of Contracts not owned by natural persons, see "Contracts Owned By
Non-Natural Persons". In the case of Contracts not meeting the
diversification requirements, see "Diversification Standards."

1. SURRENDERS OR WITHDRAWALS PRIOR TO THE CONTRACT MATURITY DATE.
Code Section 72 provides that a total or partial surrender from a Contract
prior to the Contract Maturity Date will be treated as taxable income to the
extent the amounts held under the Contract exceed the "investment in the
Contract." The "investment in the Contract" is that portion, if any, of
purchase payments (premiums paid) by or on behalf of an individual under a
Contract that is not excluded from the individual's gross income. However,
under certain types of Qualified Plans there may be no investment in the
Contract within the meaning of Code Section 72, so that the total amount of
all payments received will be taxable to the Contract Owner. The taxable
portion is taxed as ordinary income in an amount equal to the value of the
Contract or portion thereof that is pledged or assigned. For purposes of this
rule, a pledge or assignment of a Contract is treated as a payment received
on account of a partial surrender of a Contract. Similiar rules apply to
amounts received under Qualified Plans, in most cases.

2. SURRENDERS OR WITHDRAWALS ON OR AFTER THE CONTRACT MATURITY DATE.
Upon receipt of a lump sum payment or an annuity payment under the Contract,
the recipient is taxed on the portion of the payment that exceeds the
investment in the Contract. Ordinarily, such taxable portion is taxed as
ordinary income. Under certain circumstances, the proceeds of a surrender of
a Contract may qualify for "lump sum distribution" treatment under Qualified
Plans. See your tax adviser if you think you may qualify for "lump sum
distribution" treatment.

For fixed annuity payments, the taxable portion of each payment is
determined by using a formula known as the "exclusion ratio," which
establishes the ratio that the investment in the Contract bears to the total
expected amount of annuity payments for the term of the Contract. That ratio
is then applied to each payment to determine the non-taxable portion of the
payment. The remaining portion of each payment is taxed as ordinary income.
For variable annuity payments, the taxable portion is determined by a formula
that establishes a specific dollar amount of each payment that is not taxed.
The dollar amount is determined by dividing the investment in the Contract by
the total number of expected periodic payments. The remaining portion of each
payment is taxed as ordinary income. Once the excludable portion of annuity
payments equals the investment in the Contract, the balance of the annuity
payments will be fully taxable.

Withholding of Federal income taxes on all distributions may be required
unless the recipient elects not to have any amounts withheld and properly
notifies Variable Products Operations of that election.

3. PENALTY TAX ON CERTAIN SURRENDERS AND WITHDRAWALS.
With respect to amounts surrendered or distributed before the taxpayer
reaches age 59 1/2, a penalty tax is imposed equal to ten percent (10%) of
the portion of such amount that is includable in gross income. However, the
penalty tax will not apply to withdrawals: (i) made on or after the death of
the Contract Owner (or where the Contract Owner is not an individual, the
death of the "Primary Annuitant," who is defined as the individual the events
in whose life are of primary importance in

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affecting the timing and amount of the payout under the Contract); (ii)
attributable to the taxpayer's becoming totally disabled within the meaning
of Code Section 72(m)(7); (iii) which are part of a series of substantially
equal periodic payments made (not less frequently than annually) for the life
(or life expectancy) of the taxpayer, or the joint lives (or joint life
expectancies) of the taxpayer and his beneficiary; (iv) from certain
qualified plans (Such distributions may, however, be subject to a similar
penalty under Code Section 72(t) relating to distributions from qualified
retirement plans.); (v) allocable to investment in the contract before August
14, 1982; (vi) under a qualified funding asset (as defined in Code Sec.
130(d)); (vii) under an immediate annuity contract (as defined in Code
Section 72(u)(4)); or (viii) that are purchased by an employer on termination
of certain types of qualified plans and which are held by the employer until
the employee separates from service.

If the penalty tax does not apply to a withdrawal as a result of the
application of item (iii) above, and the series of payments are subsequently
modified (other than by reason of death or disability), the tax for the first
year when the modification occurs will be increased by an amount (determined
by the Treasury regulations) equal to the tax that would have been imposed
but for item (iii) above, plus interest for the deferral period, but only if
the modification takes place: (a) before the close of the period which is 5
years from the date of the first payment and after the taxpayer attains age
59 1/2 , or (b) before the taxpayer reaches age 59 1/2 .

ADDITIONAL CONSIDERATIONS

1. DISTRIBUTION-AT-DEATH RULES.
In order to be treated as an annuity contract, for Federal income tax
purposes, a Contract must provide the following two distribution rules: (A)
if the Contract Owner dies on or after the Contract Maturity Date, and before
the entire interest in the Contract has been distributed, the remainder of
the Contract Owner's interest will be distributed at least as quickly as the
method in effect on the Contract Owner's death; and (B) if a Contract Owner
dies before the Contract Maturity Date, the Contract Owner's entire interest
must generally be distributed within five (5) years after the date of death,
or if payable to a designated beneficiary may be annuitized over the life of
that beneficiary or over a period not extending beyond the life expectancy of
that beneficiary, and must commence within one (1) year after the Contract
Owner's date of death. If the beneficiary is the spouse of the Contract
Owner, the Contract (together with the deferral of tax on the accrued and
future income thereunder) may be continued in the name of the spouse as
Contract Owner. These distribution requirements do not apply to annuity
contracts under Qualified Plans (other than Code Section 457 Plans).

Under the Contract, if the Annuitant, who is not the Contract Owner, dies
before the Maturity Date and there is no contingent Annuitant, the
Annuitant's beneficiary must elect within 60 days whether to receive the
death benefit in a lump sum or in periodic payments commencing within one (1)
year.

Upon the death of the Annuitant, if the Contract Owner is not an
individual, the primary Annuitant is considered the Contract Owner. In
addition, when the Contract Owner is not an individual, a change in the
primary Annuitant is treated as the death of the Contract Owner. Finally, in
the case of non-spousal joint Contract Owners, the distribution will be
required at the death of the first of the Contract Owners.

2. TRANSFER OF ANNUITY CONTRACTS.
Transfers of non-qualified Contracts prior to the Maturity Date for less than
full and adequate consideration to the Contract Owner at the time of such
transfer, will trigger tax on the gain in the Contract with the transferee
getting a step-up in basis for the amount included in the Contract Owner's
income. This provision does not apply to transfers between spouses or
incident to a divorce.

3. CONTRACTS OWNED BY NON-NATURAL PERSONS.
If the Contract is held by a non-natural person (for example, a corporation),
the income on that Contract (generally the increase in the net surrender
value less the premium paid) is includable in income each year. The rule does
not apply where the non-natural person is the nominal owner of a Contract and
the beneficial owner is a natural person. The rule also does not apply where
the annuity contract is acquired by the estate of a decedent, where the
Contract is held under a qualified plan, a TSA program, or an IRA, where the
Contract is a qualified funding asset for structured settlements, where the
Contract is purchased on behalf of an employee upon termination of a
qualified plan, and in the case of an immediate annuity.

4. SECTION 1035 EXCHANGES.
Code Section 1035 provides, in general, that no gain or loss shall be
recognized on the exchange of one annuity contract for another. A replacement
contract obtained in a tax-free exchange of contracts succeeds to the status
of the surrendered contract. If the surrendered contract was issued prior to
August 14, 1982, the tax rules that formerly provided that the surrender was
taxable only to the extent the amount received exceeds the Contract Owner's
investment in the Contract, will continue to apply. In contrast, Contracts
issued on or after January 19, 1985, in a Code Section 1035 exchange, are
treated as new Contracts for purposes of the distribution-at-death rules.
Special rules and procedures apply to Code Section 1035 transactions.
Prospective Contract Owners wishing to take advantage of Code Section 1035
should consult their tax advisers.

5. MULTIPLE CONTRACTS
Code Section 72(e)(11)(A)(ii) provides that for Contracts entered into after
October 21, 1988, for purposes of determining

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the amount of any distribution under Code Section 72(e) (amounts not received
as annuities) that is includable in gross income, all non-qualified deferred
annuity contracts issued by the same insurer (or affiliate) to the same
Contract Owner during any calendar year are to be aggregated and treated as
one contract. Thus, any amount received under any such contract prior to the
Contract Maturity Date, such as a withdrawal, dividend or loan, will be
taxable (and possibly subject to the 10% penalty tax) to the extent of the
combined income in all such contracts.

The Treasury Department has specific authority to issue regulations that
prevent the avoidance of Code Section 72(e) through the serial purchase of
annuity contracts or otherwise. In addition, there may be situations where
the Treasury may conclude that it would be appropriate to aggregate two or
more contracts purchased by the same Contract Owner. Accordingly, a Contract
Owner should consult a competent tax adviser before purchasing more than one
Contract or other annuity contracts.

DIVERSIFICATION STANDARDS

1. DIVERSIFICATION REGULATIONS.
To comply with the diversification regulations under Code Section 817(h)
("Diversification Regulations"), after a start-up period, each Series of the
Fund will be required to diversify its investments. The Diversification
Regulations generally require that, on the last day of each quarter of a
calendar year no more than 55% of the value of the assets of the Fund is
represented by any one investment, no more than 70% is represented by any two
investments, no more than 80% is represented by any three investments, and no
more than 90% is represented by any four investments. A "look-through" rule
applies to treat a pro-rata portion of each asset of the Fund as an asset of
the Account, and each Series of the Fund is tested for compliance with the
percentage limitations. All securities of the same issuer are treated as a
single investment. As a result of the 1988 Act, each Government agency or
instrumentality will be treated as a separate issuer for purposes of these
limitations.

Phoenix has represented that it intends to comply with the Diversification
Regulations to assure that the Contracts continue to be treated as annuity
contracts for Federal income tax purposes.

2. DIVERSIFICATION REGULATIONS AND QUALIFIED PLANS.
Code Section 817(h) applies to a variable annuity contract other than a
pension plan contract. The Diversification Regulations reiterate that the
diversification requirements do not apply to a pension plan contract. All of
the qualified plans (described below) are defined as pension plan contracts
for these purposes. Notwithstanding the exception of qualified plan contracts
from application of the diversification rules, the investments of the Phoenix
qualified plan Contracts (i.e. the Fund) will be structured to comply with
the diversification standards because the Fund serves as the investment
vehicle for non-qualified Contracts as well as qualified plan Contracts.

QUALIFIED PLANS

The Contracts may be used with several types of qualified plans. TSAs,
Keoghs, Individual Retirement Accounts ("IRAs"), Corporate Pension and Profit
Sharing Plans and State Deferred Compensation Plans will be treated, for
purposes of this discussion, as Qualified Plans. The tax rules applicable to
participants in such Qualified Plans vary according to the type of plan and
the terms and conditions of the plan itself. No attempt is made herein to
provide more than general information about the use of the Contracts with the
various types of Qualified Plans. Participants under such Qualified Plans as
well as Contract Owners, Annuitants, and beneficiaries, are cautioned that
the rights of any person to any benefits under such Qualified Plans may be
subject to the terms and conditions of the plans themselves or limited by
applicable law, regardless of the terms and conditions of the Contract issued
in connection therewith. For example, Phoenix will accept beneficiary
designations and payment instructions under the terms of the Contract without
regard to any spousal consents that may be required under the Retirement
Equity Act (REA). Consequently, a Contract Owner's beneficiary designation or
elected payment option may not be enforceable.

Effective January 1, 1993, Section 3405 of the Internal Revenue Code was
amended to change the rollover rules applicable to the taxable portions of
distributions from qualified pension and profit-sharing plans and Section
403(b) Tax-Sheltered Annuities arrangements. Taxable distributions eligible
to be rolled-over will generally be subject to 20 percent income tax
withholding. Mandatory withholding can only be avoided if the employee
arranges for a direct rollover to another qualified pension or profit-sharing
plan or to an IRA.

The new mandatory withholding rules apply to all taxable distributions
from qualified plans or TSA's, except a) distributions required under the
Code, and b) substantially equal distributions made over the life (or life
expectancy) of the employee, or for a term certain of 10 years or more.

23
<PAGE>
Numerous changes have been made to the tax rules governing Qualified Plans
as a result of tax legislation enacted during the last several years
including rules with respect to: maximum contributions; minimum, maximum and
timing of distributions; anti-discrimination; and increasing the penalty tax
on premature distributions. The following are brief descriptions of the
various types of Qualified Plans and of the use of the Contracts in
connection therewith.

1. TAX-SHELTERED ANNUITIES.
Code Section 403(b) permits public school systems and certain types of
charitable, educational and scientific organizations, generally specified in
Code Section 501(c)(3) to purchase annuity contracts on behalf of their
employees and, subject to certain limitations, allows employees of those
organizations to exclude the amount of purchase payments from gross income
for Federal income tax purposes. These annuity contracts are commonly
referred to as "TSAs".

For taxable years beginning after December 31, 1988, Code Section
403(b)(11) imposes certain restrictions on a Contract Owner's ability to make
partial withdrawals from, or surrenders of, Code Section 403(b) Contracts, if
the cash withdrawn is attributable to purchase payments made under a salary
reduction agreement. Specifically, Code Section 403(b)(11) allows a Contract
Owner to make a surrender or partial withdrawal only (A) when the employee
attains age 59 1/2, separates from service, dies, or becomes disabled (as
defined in the Code), or (B) in the case of hardship. In the case of
hardship, the amount distributable cannot include any income earned under the
Contract.

The 1988 Act amended the effective date of Code Section 403(b)(11), so
that it applies only with respect to distributions from Code Section 403(b)
Contracts which are attributable to assets other than assets held as of the
close of the last year beginning before January l, 1989. Thus, the
distribution restrictions do not apply to assets held as of December 31,
1988.

In addition, in order for certain types of contributions under a Code
Section 403(b) Contract to be excluded from taxable income, the employer must
comply with certain nondiscrimination requirements. Contract Owners should
consult their employers to determine whether the employer has complied with
these rules.

2. KEOGH PLANS.
The Self-Employed Individual Tax Retirement Act of 1962, as amended, permits
self-employed individuals to establish "Keoghs," or qualified plans for
themselves and their employees. The tax consequences to participants under
such a plan depend upon the terms of the plan. In addition, such plans are
limited by law with respect to the maximum permissible contributions,
distribution dates, nonforfeitability of interests, and tax rates applicable
to distributions. In order to establish such a plan, a plan document must be
adopted and implemented by the employer, as well as approved by the Internal
Revenue Service.

3. INDIVIDUAL RETIREMENT ACCOUNTS.
Code Section 408 permits eligible individuals to contribute to an individual
retirement program known as an "IRA". These IRAs are subject to limitations
on the amount which may be contributed, the persons who may be eligible, and
on the time when distributions may commence. In addition, distributions from
certain other types of Qualified Plans may be placed on a tax-deferred basis
into an IRA.

4. CORPORATE PENSION AND PROFIT-SHARING PLANS.
Code Section 401(a) permits corporate employers to establish various types of
retirement plans for employees. Such retirement plans may permit the purchase
of Contracts to provide benefits thereunder.

As a general rule, the maximum amount which an employer may contribute on
behalf of a Participant to a defined benefit plan is the amount necessary to
fund an annual benefit equal to the lesser of 100% of compensation or
$120,000. If the plan is a defined contribution plan, the maximum
contribution is the lesser of 25% of compensation or $30,000 for each
Participant. If the plan is a profit-sharing plan, the amount which the
employer may deduct cannot exceed 15% of the compensation otherwise paid to
participating employees in the taxable year. Under a profit-sharing plan
which includes a cash or deferred provision described in Section 401(k) of
the Code, elective deferral contributions are limited to $9,500 a year, or
less in the case of a highly compensated employee (as defined by the Code)
where certain non-discriminatory percentage tests require a lower limit.

5. DEFERRED COMPENSATION PLANS WITH RESPECT TO SERVICE FOR STATE AND LOCAL
GOVERNMENTS AND TAX-EXEMPT ORGANIZATIONS.
Code Section 457 provides for certain deferred compensation plans with respect
to service for state and local governments and certain other entities. The
Contracts may be used in connection with these plans; however, under these plans
the Contract Owner is the plan sponsor, and the individual participants in the
plans are the Annuitants. Under such Contracts, the rights of individual plan
participants are governed solely by their agreements with the plan sponsor and
not by the terms of the Contracts.

6. SEEK TAX ADVICE
The above description of Federal income tax consequences of the different
types of qualified plans which may be funded by the Contracts offered by this
Prospectus is only a brief summary and is not intended as tax advice. The
rules governing the provisions of qualified plans are extremely complex and
often difficult to comprehend. Anything less than full compliance with the
applicable rules, all of which are subject to change, may have adverse tax
consequences. A prospective

24
<PAGE>
Contract Owner considering adoption of a qualified plan and purchase of a
Contract in connection therewith should first consult a qualified and
competent tax adviser, with regard to the suitability of the Contract as an
investment vehicle for the qualified plan.

SALES OF VARIABLE ACCUMULATION CONTRACTS

The master servicer and distributor of the Contracts is Franklin Templeton
Distributors, Inc. ("FTD"). FTD is an indirect wholly-owned subsidiary of
Franklin Resources, Inc. Contracts will be sold through broker-dealers
registered under the Securities Exchange Act of 1934, whose representatives
are authorized by applicable law to sell Contracts under terms of agreement
provided by FTD and terms of agreement provided by Phoenix. For services it
renders, Phoenix pays FTD or such other person if required under applicable
law, an amount equal to 5.5% of the purchase payments under the Contracts.
Phoenix, through FTD or such other person, generally pays dealers who sell
Contracts an amount equal to 5% of the purchase payments under the Contracts.
However, Phoenix, through FTD or such other person, may at its discretion for
temporary periods pay selected dealers amounts up to 5.5% of purchase
payments and may pay an amount equal to 5.25% of purchase payments to dealers
who meet sales goals of $12,500,000 or more per quarter. Any such amount paid
with respect to Contracts sold through other broker-dealers will be paid by
Phoenix to or through FTD or such other person. The amounts paid by Phoenix
are not deducted from the purchase payments. Deductions for sales charges (as
described under "Sales Charges") may be used to reimburse Phoenix for
commission payments to broker-dealers.

STATE REGULATION

Phoenix is subject to the provisions of the New York insurance laws
applicable to mutual life insurance companies and to regulation and
supervision by the New York Superintendent of Insurance. Phoenix is also
subject to the applicable insurance laws of all the other states and
jurisdictions in which it does an insurance business.

State regulation of Phoenix includes certain limitations on the
investments which may be made for its General Account and separate accounts,
including the Account. It does not include, however, any supervision over the
investment policy of the Account.

REPORTS

Reports showing the Contract Value and containing the financial statements of
the Account will be furnished at least annually to an Owner.

VOTING RIGHTS

As stated above, all of the assets held in an available Sub-account will be
invested in shares of a corresponding Series of the Fund. Phoenix is the
legal owner of those shares and as such has the right to vote to elect the
Board of Trustees of the Fund, to vote upon certain matters that are required
by the Investment Company Act of 1940 ("1940 Act") to be approved or ratified
by the shareholders of a mutual fund and to vote upon any other matter that
may be voted upon at a shareholders' meeting. However, Phoenix intends to
vote the shares of the Fund at regular and special meetings of the
shareholders of the Fund in accordance with instructions received from Owners
of the Contracts.

Phoenix currently intends to vote Fund shares attributable to any Phoenix
assets and Fund shares held in each Sub-account for which no timely
instructions from Owners are received in the same proportion as those shares
in that Sub-account for which instructions are received. In the future, to
the extent applicable Federal securities laws or regulations permit Phoenix
to vote some or all shares of the Fund in its own right, it may elect to do
so.

Matters on which Owners may give voting instructions may include the
following: (1) election of the Board of Trustees of the Fund; (2)
ratification of the independent accountant for the Fund; (3) approval or
amendment of the investment advisory agreement for the Series of the Fund
corresponding to the Owner's selected Sub-account(s); (4) any change in the
fundamental investment policies or restrictions of each such Series; and (5)
any other matter requiring a vote of the Shareholders of the Fund. With
respect to amendment of any investment advisory agreement or any change in a
Series' fundamental investment policy, Owners participating in such Series
will vote separately on the matter, pursuant to the requirements of the 1940
Act.

The number of votes that a Contract Owner has the right to cast will be
determined by applying the Contract Owner's percentage interest in a
Sub-account to the total number of votes attributable to the Sub-account. In
determining the number of votes, fractional shares will be recognized. The
number of votes for which each Owner may give Phoenix instructions will be
determined as of the record date for Fund shareholders chosen by the Board of
Trustees of the Fund. Phoenix will furnish Owners with proper forms and
proxies to enable them to give these instructions.

25
<PAGE>
TEXAS OPTIONAL RETIREMENT PROGRAM

Participants in the Texas Optional Retirement Program may not receive the
proceeds of a withdrawal from, or complete surrender of, a Contract, or apply
them to provide annuity options prior to retirement except in the case of
termination of employment in the Texas public institutions of higher
education, death or total disability. Such proceeds may, however, be used to
fund another eligible retirement vehicle.

LITIGATION

Phoenix, the Account and FTD are not parties to any litigation that would
have a material adverse effect upon the Account or the Contracts.

LEGAL MATTERS

Legal matters involving Federal securities and income tax laws in connection
with the Contracts described in this Prospectus have been passed upon by
Jorden Burt Berenson & Johnson LLP, Washington, D.C.

STATEMENT OF ADDITIONAL INFORMATION

Underwriter

Calculation of Yield and Return

Calculation of Annuity Payments

Experts

Financial Statements

Contract Owner inquiries and requests for a Statement of Additional
Information should be directed to Variable Products Operations in writing at
101 Munson Street, P.O. Box 942, Greenfield, Massachusetts 01302-0942, or by
calling Variable Products Operations at (800) 243-4840.

26
<PAGE>
APPENDIX A

THE GUARANTEED INTEREST ACCOUNT

Contributions to the Guaranteed Interest Account under the Contract and
transfers to the Guaranteed Interest Account become part of the general
account of Phoenix (the "General Account"), which supports insurance and
annuity obligations. Because of exemptive and exclusionary provisions,
interest in the General Account has not been registered under the Securities
Act of 1933 ("1933 Act") nor is the General Account registered as an
investment company under the 1940 Act. Accordingly, neither the General
Account nor any interest therein is specifically subject to the provisions of
the 1933 or 1940 Acts and the staff of the Securities and Exchange Commission
has not reviewed the disclosures in this Prospectus concerning the Guaranteed
Interest Account. Disclosures regarding the Guaranteed Interest Account and
the General Account, however, may be subject to certain generally applicable
provisions of the federal securities laws relating to the accuracy and
completeness of statements made in prospectuses.

The General Account is made up of all of the general assets of Phoenix
other than those allocated to any separate account. Purchase payments will be
allocated to the Guaranteed Interest Account and, therefore, the General
Account, as elected by the Owner at the time of purchase or as subsequently
changed. Phoenix will invest the assets of the General Account in assets
chosen by it and allowed by applicable law. Investment income from General
Account assets is allocated between Phoenix and the contracts participating
in the General Account, in accordance with the terms of such contracts.

Fixed annuity payments made to Annuitants under the Contract will not be
affected by the mortality experience (death rate) of persons receiving such
payments or of the general population. Phoenix assumes this "mortality risk"
by virtue of annuity rates incorporated in the Contract that cannot be
changed. In addition, Phoenix guarantees that it will not increase charges
for maintenance of the Contracts regardless of its actual expenses.

Investment income from the General Account allocated to Phoenix includes
compensation for mortality and expense risks borne by it in connection with
General Account contracts.

The amount of investment income allocated to the Contracts will vary from
year to year in the sole discretion of Phoenix. However, Phoenix guarantees
that it will credit interest at a rate of not less than 4% per year,
compounded annually, to amounts allocated to the Guaranteed Interest Account.
Phoenix may credit interest at a rate in excess of 4% per year; however, it
is not obligated to credit any interest in excess of 4% per year.

Bi-weekly, Phoenix will set the excess interest rate, if any, that will
apply to amounts deposited to the Guaranteed Interest Account. That rate will
remain in effect for such deposits for an initial guarantee period of one
full year from the date of deposit. Upon expiration of the initial one-year
guarantee period (and each subsequent one-year guarantee period thereafter),
the rate to be applied to any deposits whose guaranteed period has just ended
will be the same rate as is applied to new deposits allocated to the
Guaranteed Interest Account at that time. This rate will likewise remain in
effect for a guarantee period of one full year from the date the new rate is
applied.

Excess interest, if any, will be determined by Phoenix based on
information as to expected investment yields. Some of the factors that
Phoenix may consider in determining whether to credit excess interest to
amounts allocated to the Guaranteed Interest Account and the amount thereof,
are general economic trends, rates of return currently available and
anticipated on investments, regulatory and tax requirements and competitive
factors. ANY INTEREST CREDITED TO AMOUNTS ALLOCATED TO THE GUARANTEED
INTEREST ACCOUNT IN EXCESS OF 4% PER YEAR WILL BE DETERMINED IN THE SOLE
DISCRETION OF PHOENIX AND WITHOUT REGARD TO ANY SPECIFIC FORMULA. THE
CONTRACT OWNER ASSUMES THE RISK THAT INTEREST CREDITED TO GUARANTEED INTEREST
ACCOUNT ALLOCATIONS MAY NOT EXCEED THE MINIMUM GUARANTEE OF 4% FOR ANY GIVEN
YEAR.

Excess interest, if any, will be credited on the Guaranteed Interest
Account Contract Value. Phoenix guarantees that, at any time, the Guaranteed
Interest Account Contract Value will not be less than the amount of purchase
payments allocated to the Guaranteed Interest Account, plus interest at the
rate of 4% per year, compounded annually, plus any additional interest which
Phoenix may, in its discretion, credit to the Guaranteed Interest Account,
less the sum of all annual administrative or surrender charges, any
applicable premium taxes, and less any amounts surrendered. If the Owner
surrenders the Contract, the amount available from the Guaranteed Interest
Account will be reduced by any applicable surrender charge and annual
administration charge (see "Deductions and Charges").

IN GENERAL, ONE TRANSFER PER CONTRACT YEAR IS ALLOWED FROM THE GUARANTEED
INTEREST ACCOUNT. THE AMOUNT WHICH CAN BE TRANSFERRED IS LIMITED TO THE
GREATER OF $1,000 AND 25% OF THE CONTRACT VALUE IN THE GUARANTEED INTEREST
ACCOUNT AS OF THE LAST CONTRACT ANNIVERSARY. UNDER THE SYSTEMATIC TRANSFER
PROGRAM, TRANSFERS OF APPROXIMATELY EQUAL AMOUNTS MAY BE MADE OVER A MINIMUM
18 MONTH PERIOD. NON-SYSTEMATIC TRANSFERS FROM THE GUARANTEED INTEREST
ACCOUNT WILL BE EFFECTUATED ON THE DATE OF RECEIPT BY VARIABLE PRODUCTS
OPERATIONS, UNLESS OTHERWISE REQUESTED BY THE CONTRACT OWNER.

27
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APPENDIX B

DEDUCTIONS FOR STATE PREMIUM TAXES

QUALIFIED AND NON-QUALIFIED ANNUITY CONTRACTS

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
UPON UPON
STATE PURCHASE* ANNUITIZATION NON-QUALIFIED QUALIFIED
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
California x 2.35% 0.50%
D.C. x 2.25
Kansas x 2.00
Kentucky x 2.00 2.00
Maine x 2.00
Nevada x 3.50
South Dakota x 1.25
West Virginia x 1.00 1.00
Wyoming x 1.00
- --------------------------------------------------------------------------------
</TABLE>

NOTE: The above premium tax deduction rates are as of July 31, 1996. No premium
tax deductions are made for states not listed above. However, premium tax
statutes are subject to amendment by legislative act and to judicial and
administrative interpretation, which may affect both the above list of
states and the applicable tax rates. Consequently, Phoenix reserves the
right to deduct premium tax when necessary to reflect changes in state
tax law or interpretations.

For an explanation of the assessment of Premium Taxes see ("Deductions and
Charges, Premium Tax").

/bullet/ "Purchase" refers to the earlier of partial withdrawal,
surrender of the Contract, Maturity Date or payment of death
proceeds.