PHOENIX HOME LIFE VARIABLE ACCUMULATION ACCOUNT, 497, 1996-01-29

PHOENIX HOME LIFE VARIABLE ACCUMULATION ACCOUNT
497, 1996-01-29

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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
Home Life"). 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 (see "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 (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 mutual funds
(the "Funds").

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 the 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
current Prospectuses for the Funds. No offer is being made of a Contract funded
by any Series of the Funds for which current Prospectuses have 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,
1995, 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 Home
Life 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, 1995
as Supplemented January 29, 1996

<PAGE>

TABLE OF CONTENTS

- -------------------------------------------------------------------------------
Heading Page
SUMMARY OF EXPENSES ........................................................ 3
FINANCIAL HIGHLIGHTS ....................................................... 4
PERFORMANCE HISTORY ........................................................ 9
SPECIAL TERMS .............................................................. 10
SUMMARY .................................................................... 10
THE VARIABLE ACCUMULATION ANNUITY .......................................... 13
PHOENIX HOME LIFE AND THE VARIABLE
ACCUMULATION ACCOUNT .................................................... 13
THE PHOENIX EDGE SERIES FUND ............................................... 13
WANGER ADVISORS TRUST ...................................................... 14
PURCHASE OF CONTRACTS ...................................................... 14
DEDUCTIONS AND CHARGES ..................................................... 14
Premium Tax ............................................................. 14
Sales Charges ........................................................... 15
Charges for Mortality and Expense Risks ................................. 15
Charges for Administrative Services ..................................... 15
Other Charges ........................................................... 16
THE ACCUMULATION PERIOD .................................................... 16
Accumulation Units ...................................................... 16
Accumulation Unit Values ................................................ 16
Transfers ............................................................... 16
Surrender of Contract; Partial Withdrawals .............................. 17
Lapse of Contract ....................................................... 17
Payment Upon Death Before Maturity Date ................................. 17
GROUP CONTRACTS ............................................................ 18
Allocated Group Contracts ............................................... 18
Unallocated Group Contracts ............................................. 18
THE ANNUITY PERIOD ......................................................... 19
Variable Accumulation Annuity Contracts ................................. 19
Annuity Options ......................................................... 19
Option A--Life Annuity With Specified Period Certain .................... 19
Option B--Non-Refund Life Annuity ....................................... 20
Option D--Joint and Survivor Life Annuity ............................... 20
Option E--Installment Refund Life Annuity ............................... 20
Option F--Joint and Survivor Life Annuity With
Specified Period Certain .............................................. 20
Option G--Payments for Specified Period ................................. 20
Option H--Payments of Specified Amount .................................. 20
Option I--Variable Payment Life Annuity with Ten Year
Period Certain ........................................................ 20
Option J--Joint Survivor Variable Payment Life Annuity
with Ten Year Period Certain .......................................... 20
Option K--Variable Payment Annuity for a Specified
Period ................................................................ 20
Option L--Variable Payment Life Expectancy Annuity ...................... 20
Option M--Unit Refund Variable Payment Life Annuity .................... 20
Option N--Variable Payment Non-Refund Life Annuity ...................... 20
Other Options and Rates ................................................. 20
Other Conditions ........................................................ 21
Payment Upon Death After Maturity Date .................................. 21
VARIABLE ACCOUNT VALUATION PROCEDURES ...................................... 21
MISCELLANEOUS PROVISIONS ................................................... 21
Assignment .............................................................. 21
Deferment of Payment .................................................... 21
Free Look Period ........................................................ 22
Amendments to Contracts ................................................. 22
Substitution of Fund Shares ............................................. 22
Ownership of the Contract ............................................... 22
FEDERAL INCOME TAXES ....................................................... 22
Introduction ............................................................ 22
Tax Status .............................................................. 22
Taxation of Annuities in General--Non-Qualified Plans ................... 22
Surrenders or Withdrawals Prior to the Contract
Maturity Date ........................................................ 22
Surrenders or Withdrawals on or after the Contract
Maturity Date ........................................................ 23
Penalty Tax on Certain Surrenders and Withdrawals ..................... 23
Additional Considerations ............................................... 23
Diversification Standards ............................................... 24
Qualified Plans ......................................................... 24
Tax Sheltered Annuities ............................................... 25
Keogh Plans ........................................................... 25
Individual Retirement Accounts ........................................ 25
Corporate Pension and Profit-Sharing Plans ............................ 25
Deferred Compensation Plans with Respect to
Service for State and Local Governments and
Tax-Exempt Organizations ............................................. 25
Seek Tax Advice ....................................................... 25
SALES OF VARIABLE ACCUMULATION CONTRACTS ................................... 26
STATE REGULATION ........................................................... 26
REPORTS .................................................................... 26
VOTING RIGHTS .............................................................. 26
TEXAS OPTIONAL RETIREMENT PROGRAM .......................................... 26
LITIGATION ................................................................. 26
LEGAL MATTERS .............................................................. 27
STATEMENT OF ADDITIONAL INFORMATION ........................................ 27
APPENDIX A ................................................................. 28
APPENDIX B ................................................................. 29

<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):
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
Currently $35
Maximum $35
SEPARATE ACCOUNT EXPENSES
(as a percentage of average account value)
Mortality and Expense Risk Fees .25% or 1.00% (depending on Contract form)**
Account Fees and Expenses None
Total Separate Account Annual Expenses 1.25% or 1.00% (depending on Contract form)**
</TABLE>

Total Money Real Strategic Wanger U.S. Wanger Int'l
Sub-Accounts Growth Bond Return Market Int'l Balanced Estate*** Theme+ Small Cap*** Small Cap***
- ------------ ------ ---- ------ ------ ----- -------- ------ --------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FUND ANNUAL EXPENSES
(as a percentage of fund average net assets)
Investment Management Fee .65% .50% .60% .40% .75% .55% .75% .75% .98% 1.27%
Other Operating Expenses
(after expense
reimbursement)* .15% .15% .15% .15% .35% .15% .25% .25% .17% .27%
Total Fund Annual Expenses .80% .65% .75% .55% 1.10% .70% 1.00% 1.00% 1.15% 1.54%
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 $69 $ 67 $68 $ 66 $ 72 $ 68 $ 71 $ 71 $ 72 $ 76
3 years 99 94 97 91 107 96 105 105 109 120
5 years 129 121 126 116 144 124 139 139 146 165
10 years 253 238 248 227 284 243 274 274 289 327
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 $23 $ 21 $ 22 $ 20 $ 26 $ 22 $ 25 $ 25 $ 26 $ 30
3 years 69 65 68 62 78 66 75 75 80 92
5 years 119 111 116 106 134 114 129 129 136 156
10 years 253 238 248 227 284 243 274 274 289 327
</TABLE>

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 VA Account as well as
the Funds. (See "Deductions and Charges" in this Prospectus and in the Fund
Prospectuses).
Any 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".)
*Each Series pays a portion or all of its total operating expenses other
than the management fee. The Growth, Bond, Total Return, Money Market and
Balanced Series will pay up to .15%; the International Series will pay up to
.40%; the Real Estate Securities and Strategic Theme Series will pay up to .25%;
the Wanger U.S. Small Cap Series will pay up to .17%; and the Wanger
International Small Cap Series will pay up to .27%.
**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.")
*** The inclusion of this sub-account began on May 1, 1995. Accordingly,
annualized expenses have been projected for the fiscal period ending December
31, 1995.
+ The inclusion of this sub-account began on January 29, 1996.
Accordingly, annualized expenses have been projected for the fiscal period
ending December 31, 1996.

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. If a surrender or withdrawal is made during the
first Contract year, a sales charge will apply to the total amount withdrawn.
After the first year, 10% of the Contract Value at the last anniversary may be
withdrawn each year free of sales charge. (See "Deductions and Charges--Sales
Charges".)

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 HOME LIFE VARIABLE ACCUMULATION ACCOUNT
FINANCIAL HIGHLIGHTS

(Selected data for a Unit Outstanding Throughout the Indicated Period)

The following selected per unit data and ratios have been examined by Price
Waterhouse LLP, independent accountants, whose unqualified report thereon is
included in the Statement of Additional Information. 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>
<CAPTION>
Money Market Sub-Account
VA1

From
Inception
Year Ended December 31, 12/8/86 to
1994 1993 1992 1991 1990 1989 1988 1987 12/31/86
---- ---- ---- ---- ---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of
period....................... $1.900873 $1.866308 $1.820007 $1.734559 $1.619595 $1.497413 $1.407621 $1.334900 $1.330386
Income from investment
operations
Net investment income........ 0.053338 0.034565 0.046301 0.085448 0.114964 0.122182 0.089792 0.072721 0.004514
Total from investment 0.053338 0.034565 0.046301 0.085448 0.114964 0.122182 0.089792 0.072721 0.004514
operations
Change in net asset value....... 0.053338 0.034565 0.046301 0.085448 0.114964 0.122182 0.089792 0.072721 0.004514
Net asset value, end of period.. $1.954211 $1.900873 $1.866308 $1.820007 $1.734559 $1.619595 $1.497413 $1.407621 $1.334900
Total return.................... 2.81% 1.85% 2.54% 4.93% 7.10% 8.16% 6.38% 5.45% 0.34%
Ratios/supplemental data:
Net assets, end of period (000). $9,085 $8,777 $16,052 $18,726 $22,740 $21,571 $19,187 $9,613 $3,630
Ratio to average net assets of:
Total expenses............... 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%(1)
Net investment income........ 2.81% 1.84% 2.52% 4.84% 6.86% 7.85% 6.29% 5.45% 4.76%(1)

Money Market Sub-Account
VA2, VA3 & GSE

Year Ended December 31, From
Inception
1/29/87 to
1994 1993 1992 1991 1990 1989 1988 12/31/87
---- ---- ---- ---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period.... $1.868172 $1.838756 $1.797544 $1.717328 $1.607305 $1.489598 $1.403711 $1.339975
Income from investment operations
Net investment income ............... 0.047758 0.029416 0.041212 0.080216 0.110023 0.117707 0.085887 0.063736
Total from investment operations... 0.047758 0.029416 0.041212 0.080216 0.110023 0.117707 0.085887 0.063736
Change in net asset value .............. 0.047758 0.029416 0.041212 0.080216 0.110023 0.117707 0.085887 0.063736
Net asset value, end of period ......... $1.915930 $1.868172 $1.838756 $1.797544 $1.717328 $1.607305 $1.489598 $1.403711
Total return ........................... 2.56% 1.60% 2.29% 4.67% 6.85% 7.90% 6.12% 4.76%
Ratios/supplemental data:
Net assets, end of period (000)......... $72,818 $56,313 $49,889 $27,558 $14,981 $6,521 $2,594 $407
Ratio to average net assets of:
Total expenses....................... 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25%(1)
Net investment income ............... 2.64% 1.55% 2.21% 4.44% 6.61% 7.60% 6.25% 5.69%(1)
</TABLE>

(1) Annualized

<PAGE>

FINANCIAL HIGHLIGHTS
(Selected data for a unit outstanding throughout the indicated period)
<TABLE>
<CAPTION>

Growth Sub-Account
VA1
---------------------------------------------------------------------------------------------

From
Inception
Year Ended December 31, 12/8/86 to
1994 1993 1992 1991 1990 1989 1988 1987 12/31/86
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $6.355486 $5.362579 $4.910837 $3.474821 $3.373255 $2.501870 $2.431756 $2.296978 $2.334879
Income from investment operations
Net investment income (loss)..... 0.334932 0.420427 0.258528 0.653298 0.071985 0.037069 0.071120 0.038791 (0.001644)
Net realized and unrealized
gain (loss) ..................... (0.305924) 0.572480 0.193214 0.782718 0.029581 0.834316 (0.001006) 0.095987 (0.036257)
Total from investment operations 0.029008 0.992907 0.451742 1.436016 0.101566 0.871385 0.070114 0.134778 (0.037901)
Change in net asset value............ 0.029008 0.992907 0.451742 1.436016 0.101566 0.871385 0.070114 0.134778 (0.037901)
Net asset value, end of period....... $6.384494 $6.355486 $5.362579 $4.910837 $3.474821 $3.373255 $2.501870 $2.431756 $2.296978
Total return......................... 0.46% 18.52% 9.20% 41.33% 3.01% 34.83% 2.88% 5.87% (1.62)%
Ratios/supplemental data:
Net assets, end of period (000)...... $53,315 $55,110 $46,398 $35,752 $23,135 $22,688 $15,620 $17,135 $13,083
Ratio to average net assets of:
Total expenses.................... 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%(2)
Net investment income (loss)...... 5.75% 7.27% 5.46% 15.33% 2.07% 1.53% 2.53% 1.45% (1.00)%(2)
Portfolio turnover................... 15% 12% 26% 13% 21% 16% 20% 26% 0%(2)

Growth Sub-Account
VA2, VA3 & GSE
----------------------------------------------------------------------------------

From
Inception
Year Ended December 31, 1/29/87 to
1994 1993 1992 1991 1990 1989 1988 12/31/87
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period.......... $6.248053 $5.284626 $4.851447 $3.440659 $3.348325 $2.489403 $2.425706 $2.555569
Income from investment operations
Net investment income...................... 0.353630 0.477662 0.269188 0.955990 0.019329 0.010268 0.050640 0.014360
(1)
Net realized and unrealized gain (loss)....(0.340621)(1)0.485765 0.163991 0.454798 0.073005 0.848654 0.013057 (0.144223)
Total from investment operations......... 0.013009 0.963427 0.433179 1.410788 0.092334 0.858922 0.063697 (0.129863)
Change in net asset value .................... 0.013009 0.963427 0.433179 1.410788 0.092334 0.858922 0.063697 (0.129863)
Net asset value, end of period................ $6.261062 $6.248053 $5.284626 $4.851447 $3.440659 $3.348325 $2.489403 $2.425706
Total return.................................. 0.21% 18.23% 8.93% 41.00% 2.76% 34.50% 2.63% (5.08)%
Ratios/supplemental data:
Net assets, end of period (000)............... $477,257 $329,591 $156,058 $59,881 $15,190 $6,000 $1,630 $913
Ratio to average net assets of:
Total expenses............................. 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25%(2)
Net investment income...................... 6.60% 8.85% 6.95% 22.43% 2.21% 1.41% 2.63% 1.79%(2)
Portfolio turnover............................ 10% 10% 18% 13% 23% 34% 75% 126%(2)
</TABLE>

(1) The components in the change in unit value were calculated based on units
outstanding at December 31, 1994.

(2) Annualized

<PAGE>

FINANCIAL HIGHLIGHTS
(Selected data for a unit outstanding throughout the indicated period)

<TABLE>
<CAPTION>
Bond Sub-Account
VA1
-------------------------------------------------------------------------------------------
From
Inception
Year Ended December 31, 12/8/86 to
1994 1993 1992 1991 1990 1989 1988 1987 12/31/86
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period. $2.952674 $2.572692 $2.360698 $1.993832 $1.913888 $1.786177 $1.632777 $1.631508 $1.621539
Income from investment operations
Net investment income (loss)....... 0.179157 0.192311 0.144573 0.161818 0.270626 0.153251 0.122200 0.178589 (0.0011540)
Net realized and unrealized gain
(loss) ..........................(0.368995) 0.187671 0.067421 0.205048(0.190682) (0.025540) 0.031200(0.177320) 0.011123
Total from investment operations.(0.189838) 0.379982 0.211994 0.366866 0.079944 0.127711 0.153400 0.001269 0.009969
Change in net asset value.............(0.189838) 0.379982 0.211994 0.366866 0.079944 0.127711 0.153400 0.001269 0.009969
Net asset value, end of period....... $2.762836 $2.952674 $2.572692 $2.360698 $1.993832 $1.913888 $1.786177 $1.632777 $1.631508
Total return.......................... (6.43)% 14.77% 8.98% 18.40% 4.18% 7.15% 9.40% 0.08% 0.61%
Ratios/supplemental data:
Net assets, end of period (000)...... $13,369 $17,121 $14,249 $13,081 $10,138 $11,856 $9,976 $8,150 $7,264
Ratio to average net assets of:
Total expenses..................... 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%(1)
Net investment income (loss)....... 6.58% 6.78% 6.11% 7.51% 8.15% 10.01% 8.94% 10.53% (1.00)%(1)
Portfolio turnover.................... 57% 37% 47% 19% 38% 24% 32% 44% 1%(1)

Bond Sub-Account
VA2, VA3 & GSE
--------------------------------------------------------------------------------------------

From
Inception
Year Ended December 31, 1/29/86 to
1994 1993 1992 1991 1990 1989 1988 12/31/86
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period.. $2.902941 $2.535693 $2.332392 $1.974705 $1.900136 $1.777482 $1.628898 $1.679498
Income from investment operations
Net investment income.............. 0.179454 0.222948 0.166529 0.160117 0.046477 0.100087 0.018971 0.089491
Net realized and unrealized gain
(loss) ............................(0.372242) 0.144300 0.036772 0.197570 0.028092 0.022567 0.129613 (0.140091)
Total from investment operations.(0.192788) 0.367248 0.203301 0.357687 0.074569 0.122654 0.148584 (0.050600)
Change in net asset value.............(0.192788) 0.367248 0.203301 0.357687 0.074569 0.122654 0.148584 (0.050600)
Net asset value, end of period........ $2.710153 $2.902941 $2.535693 $2.332392 $1.974705 $1.900136 $1.777482 $1.628898
Total return.......................... (6.64)% 14.48% 8.72% 18.11% 3.92% 6.90% 9.12% (3.01)%
Ratios/supplemental data:
Net assets, end of period (000)....... $55,852 $57,590 $26,909 $8,117 $2,839 $1,627 $704 $196
Ratio to average net assets of:
Total expenses..................... 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25%(1)
Net investment income.............. 6.43% 7.55% 6.54% 7.77% 8.61% 10.61% 10.46% 15.98%(1)
Portfolio turnover.................... 29% 17% 21% 24% 29% 23% 32% 133%(1)
(1) Annualized
</TABLE>

<PAGE>

FINANCIAL HIGHLIGHTS
(Selected data for a unit outstanding throughout the indicated period)

(Restubbed Table)
<TABLE>
<CAPTION>
Total Return Sub-Account
VA1
----------------------------------------------------------

Year Ended December 31,
1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of period $3.081973 $2.804149 $2.559543 $1.999109 $1.909058
Income from investment operations
Net investment income (loss).......... 0.154371 0.091335 0.267746 0.214662 0.104323
Net realized and unrealized gain (loss) (0.227831) 0.186489 (0.023140) 0.345772 (0.014272)
Total from investment operations ... (0.073460) 0.277824 0.244606 0.560434 0.090051
Change in net asset value................ (0.073460) 0.277824 0.244606 0.560434 0.090051
Net asset value, end of period........... $3.008513 $3.081973 $2.804149 $2.559543 $1.999109
Total return............................. (2.38)% 9.91% 9.56% 28.03% 4.72%
Ratios/supplemental data:
Net assets, end of period (000).......... $60,113 $70,970 $65,683 $58,655 $45,314
Ratio to average net assets of:
Total expenses........................ 1.00% 1.00% 1.00% 1.00% 1.00%
Net investment income (loss).......... 5.22% 3.09% 10.15% 9.40% 4.35%
Portfolio turnover....................... 10% 7% 16% 12% 10%

Total Return Sub-Account
VA1
--------------------------------------------------

From
Inception
12/8/86 to
1989 1988 1987 12/31/86
<S> <C> <C> <C> <C>
Net asset value, beginning of period $1.608209 $1.587193 $1.424283 $1.446640
Income from investment operations
Net investment income (loss).......... 0.098076 0.057566 0.040875 (0.001020)
Net realized and unrealized gain (loss) 0.202773 (0.036550) 0.122035 (0.021337)
Total from investment operations ... 0.300849 0.021016 0.162910 (0.022357)
Change in net asset value................ 0.300849 0.021016 0.162910 (0.022357)
Net asset value, end of period........... $1.909058 $1.608209 $1.587193 $1.424283
Total return............................. 18.71% 1.32% 11.44% (1.55)%
Ratios/supplemental data:
Net assets, end of period (000).......... $46,974 $50,026 $53,348 $24,800
Ratio to average net assets of:
Total expenses........................ 1.00% 1.00% 1.00% 1.00%(1)
Net investment income (loss).......... 3.84% 3.18% 3.02% (1.00)%(1)
Portfolio turnover....................... 10% 13% 4% 0%(1)

Total Return Sub-Account
VA2, VA3 & GSE
------------------------------------------------------------------------------------------

Year Ended December 31, From
Inception
1/29/87 to
1994 1993 1992 1991 1990 1989 1988 12/31/87
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period.. $3.028790 $2.762529 $2.527829 $1.979067 $1.894604 $1.600110 $1.583050 $1.587758
Income from investment operations
Net investment income.............. 0.161671 0.094630 0.296865 0.267345 0.018215 0.045427 0.033729 0.026245
Net realized and unrealized gain
(loss)............................ (0.242310) 0.171631 (0.062165) 0.281417 0.066248 0.249067 (0.016669) (0.030953)
Total from investment operations.... (0.080639) 0.266261 0.234700 0.548762 0.084463 0.294494 0.017060 (0.004708)
Change in net asset value............. (0.080639) 0.266261 0.234700 0.548762 0.084463 0.294494 0.017060 (0.004708)
Net asset value, end of period........ $2.948151 $3.028790 $2.762529 $2.527829 $1.979067 $1.894604 $1.600110 $1.583050
Total return.......................... (2.66)% 9.64% 9.28% 27.73% 4.46% 18.40% 1.08% (0.30)%
Ratios/supplemental data:
Net assets, end of period (000)....... $203,011 $163,157 $84,066 $34,186 $13,914 $7,194 $5,023 $2,539
Ratio to average net assets of:
Total expenses..................... 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25%(1)
Net investment income.............. 5.00% 3.18% 12.86% 12.06% 4.50% 3.76% 3.43% 5.11%(1)
Portfolio turnover.................... 3% 1% 2% 5% 6% 25% 20% 34%(1)
</TABLE>

(1) Annualized

<PAGE>

FINANCIAL HIGHLIGHTS
(Selected data for a unit outstanding throughout the indicated period)

(Restubbed Table)
<TABLE>
<CAPTION>
International Sub-Account

VA1
--------------------------------------------------------
From
Year Ended Inception
December 31, 5/1/90
1994 1993 1992 1991 12/31/90
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
period....................... $1.279733 $0.933515 $1.081746 $0.912543 $1.000000
Income from investment
operations
Net investment income (loss).. 0.004536 (0.009969) (0.005027) 0.073008 0.007788
Net realized and
unrealized gain
(loss)................... (0.016534) 0.356187 (0.143204) 0.096195 (0.095245)
Total from investment
operations............ (0.011998) 0.346218 (0.148231) 0.169203 (0.087457)
Change in net asset value..... (0.011998) 0.346218 (0.148231) 0.169203 (0.087457)
Net asset value, end of period $1.267735 $1.279733 $0.933515 $1.081746 $0.912543
Total return.................. (0.94)% 37.09% (13.70)% 18.54% (8.75)%
Ratios/supplemental data:
Net assets, end of period
(000)......................... $7,512 $4,235 $1,308 $883 $447
Ratio to average net assets of:
Total expenses............. 1.00% 1.00% 1.00% 1.00% 1.00%(1)
Net investment income
(loss)........................ 2.04% (1.00)% (0.51)% 6.52% 2.81%(1)
Portfolio turnover............ 71% 33% 26% 29% 135%(1)

<CAPTION>
International Sub-Account

VA2, VA3 & GSE
------------------------------------------------------
From
Year Ended Inception
December 31, 5/1/90 to
1994 1993 1992 1991 12/31/90
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of
period........................ $1.268491 $0.927578 $1.077492 $0.911158 $1.000000
Income from investment
operations
Net investment income (loss).. 0.006920 (0.011809) (0.006121) 0.100601 0.006342
Net realized and
unrealized gain (loss)...... (0.022020) 0.352722 (0.143793) 0.065733 (0.095184)
Total from investment
operations............ (0.011998) 0.340913 (0.149914) 0.166334 (0.087457)
Change in net asset value..... (0.015100) 0.340913 (0.149914) 0.166334 (0.088842)
Net asset value, end of period $1.253391 $1.268491 $0.927578 $1.077492 $0.911158
Total return.................. (1.19)% 36.75% (13.91)% 18.26% (8.88)%
Ratios/supplemental data:
Net assets, end of period
(000)........................ $110,800 $50,649 $11,416 $4,702 $1,472
Ratio to average net assets
of:
Total expenses............. 1.25% 1.25% 1.25% 1.25% 1.25%(1)
Net investment income
(loss)........................ 1.94% (1.25)% (0.66)% 8.15% 2.24%(1)
Portfolio turnover............ 8% 6% 17% 19% 48%(1)

Balanced Sub-Account

VA1 VA2, VA3 & GSE
---------------------------------- --------------------------------
From From
Year Ended Inception Year Ended Inception
December 31, 5/1/92 to December 31, 5/1/92 to
1994 1993 12/31/92 1994 1993 12/31/92
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period........... $1.168840 $1.086965 $1.000000 $1.163951 $1.085113 $1.000000
Income from investment operations
Net investment income....................... 0.037191 0.031512 0.015447 0.034914 0.034033 0.014937
Net realized and unrealized gain (loss)..... (0.081661) 0.050363 0.071518 (0.082003) 0.044805 0.070176
Total from investment operations.......... (0.044470) 0.081875 0.086965 (0.047089) 0.078838 0.085113
Change in net asset value...................... (0.044470) 0.081875 0.086895 (0.047089) 0.078838 0.085113
Net asset value, end of period................. $1.124370 $1.168840 $1.086965 $1.116862 $1.163951 $1.085113
Total return................................... (3.80)% 7.53% 8.70% (4.05)% 7.27% 8.51%
Ratios/supplemental data:
Net assets, end of period (000)................ $5,320 $6,547 $3,569 $146,082 $144,247 $43,122
Ratio to average net assets of:
Total expenses.............................. 1.00% 1.00% 1.00%(1) 1.25% 1.25% 1.25%(1)
Net investment income....................... 3.18% 2.63% 2.63%(1) 3.04% 2.74% 2.57%(1)
Portfolio turnover............................. 15% 10% 39%(1) 13% 1% 4%(1)
</TABLE>

(1) Annualized

REAL ESTATE SECURITIES SUB-ACCOUNT
WANGER U.S. SMALL CAP SUB-ACCOUNT
WANGER INTERNATIONAL SMALL CAP SUB-ACCOUNT
These Sub-accounts commenced operations as of May 1, 1995; accordingly,
data for these Sub-accounts is not yet available.

STRATEGIC THEME SUB-ACCOUNT
This Sub-account commenced operations as of January 29, 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 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.

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 12/31/94
Commence- 10 Life of
Sub-account ment Date 1 Year 5 Years Years Fund
----------- --------- ----- ------- ------ ------
Bond........... 01/01/83 (11.01)% 7.01% 8.71% 8.48%
Balanced....... 05/01/92 (8.53)% N/A N/A 2.56%
Total Return... 09/01/84 (7.21)% 8.90% 11.48% 10.97%
Growth......... 01/01/83 (4.47)% 12.99% 15.68% 16.36%
International.. 05/01/90 (5.80)% N/A N/A 4.37%
Money Market... 10/29/82 (2.23)% 3.23% 4.74% 5.27%

Annual Total Return

Total Money
Year Bond Balanced Return Growth International Market
- ------ ---- -------- ------ ------ ------------- ------
1983.......... 4.65% N/A N/A 31.27% N/A 7.09%
1984.......... 10.02% N/A (1.43)% 9.34% N/A 8.91%
1985.......... 19.12% N/A 25.78% 33.27% N/A 6.69%
1986.......... 17.82% N/A 14.26% 18.99% N/A 5.19%
1987.......... (0.18)% N/A 11.15% 5.64% N/A 5.15%
1988.......... 9.12% N/A 1.08% 2.63% N/A 6.12%
1989.......... 6.90% N/A 18.41% 34.51% N/A 7.86%
1990.......... 3.92% N/A 4.46% 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%

THESE RATES OF RETURN ARE NOT AN ESTIMATE OR GUARAN
TEE 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, 1994.

Example:
Assumptions: Contracts
assessing
.85% expense
charge

Value of hypzothetical pre-existing
account with exactly one unit at the
beginning of the period:................ 1.000000
Value of the same account (excluding
capital changes) at the end of the
seven day period:....................... 1.000798
Calculation:
Ending account value................. 1.000798
Less beginning account value ........ 1.000000
Net change in account value.......... 0.000798
Base period return:
(adjusted change/beginning
account value) ..................... 0.000798
Current yield = return x (365/7) =...... 4.16%
Effective yield = [(1 + return)365/7]-1= 4.24%

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 life 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.

The 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.

<PAGE>

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.

THE 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 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
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.

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 desig nated 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 Home Life 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 HOME LIFE: 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 ("Contracts")
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
Phoenix Home Life Variable Accumulation Account ("Account") consists of several
Sub-accounts, which invest their assets exclusively in specified Series of The
Phoenix Edge Series Fund and the Wanger Advisors Trust (the "Funds"). Each
Series 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 Home Life Mutual Insurance Company ("Phoenix Home Life").

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

<PAGE>

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 compen sation 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
Guaranteed Interest Account, as chosen by the Owner. (See "PURCHASE OF CON
TRACTS" and "THE ACCUMULATION PERIOD".)

Is there a guaranteed option?

Yes. A Contract Owner may elect to have payments allocated to the Guaranteed
Interest Account. Amounts allocated to the GIA earn a fixed rate of interest and
Phoenix Home Life may also, 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 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 Investment
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 ("Real Estate") Series
is to seek capital appreciation and income with approximately equal emphasis. It
intends under normal circum stances 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.

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.
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.

<PAGE>

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 Guaranteed Interest Account.

The Annual Administrative Charge is generally $35 and is deducted each year
(or any part thereof) under each Contract. A reduced Annual Administrative
Charge may apply to Contracts issued after September 1, 1994. This charge is
deducted on the Contract Anniversary Date from each Sub-account and/or the
Guaranteed Interest Account 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 Home
Life 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, Bond, Total Return, Money Market and Balanced
Series will pay up to .15%; the International Series will pay up to .40%; the
Real Estate and Strategic Theme Series will pay up to .25%; the U.S. Small Cap
Series will pay up to .17%; and the International Small Cap Series will pay up
to .27% 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

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 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 Home Life 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 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 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 Home Life. 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 Home Life at
the maturity of the

<PAGE>

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 Home Life Mutual Insurance Company ("Phoenix Home
Life") 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 Home Life. To the extent that payments are not 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
amounts allocated to 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 Home Life 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 Bond 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, Wanger U.S. Small Cap Sub-account and the Wanger International
Small Cap Sub-account.

PHOENIX HOME LIFE AND THE VARIABLE
ACCUMULATION ACCOUNT

Phoenix Home Life 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 Home Life is the nation's
13th largest mutual life insurance company and has admitted assets of
approximately $12 billion. Phoenix Home Life 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 Home Life 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 Home Life.

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 Home
Life. The assets of the Account may not be charged with liabilities arising out
of any other business that Phoenix Home Life may conduct. Obligations under the
Contracts are obligations of Phoenix Home Life.

Contributions to the Guaranteed Interest Account are not invested in the
Account; rather, they become part of the general account of Phoenix Home Life
(the "General Account"). The General Account supports all insurance and annuity
obligations of Phoenix Home Life 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.

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) is Phoenix Investment Counsel,
Inc. ("PIC"). The investment adviser of the Real Estate Series is
Phoenix Realty Securities, Inc. ("PRS"). The fundamental investment
objective of each of the Series of the Fund is as follows:

(1) Bond Series: The investment objective of 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.
For a discussion of the risks associated with investing in high
yield bonds, please see the accompa nying 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

<PAGE>

consistent with prudent investment risk. The Total Return Series
will invest in stocks, bonds and money market instruments in
accordance with the Investment 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 invest
ing 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 Securities 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 technologi cal changes worldwide.

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 Home
Life 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 separate accounts and variable
annuity separate accounts to invest in the Funds simultaneously. Although
neither Phoenix Home Life 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 pur chased 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 automati cally 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 Home Life. 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 Bond,
Growth, Money Market, Total Return, International, Balanced, Real Estate, U.S.
Small Cap and International Small Cap Sub-accounts, 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 by notice of election in a form satisfac tory to
Phoenix Home Life 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 Home Life within those states and the insurance tax laws of those
states. Phoenix Home Life will pay

<PAGE>

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 sales charges (also referred to in this Prospectus as
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, during the first year a Contract
is in existence, the deduction applies against the total amount withdrawn. After
the first anniversary of the Contract, and prior to the Maturity Date, a
withdrawal of up to 10% of the amount held under a Contract as of the previous
Contract anniversary may be made each year without imposition of a sales charge.
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 Amount
Released was Credited 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 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. 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 Home Life 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 Home Life over the expense charges provided for in the Contracts.
Phoenix Home Life 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 Home Life 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 Home Life 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 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 Home Life;
conversely, if the amount deducted proves more than sufficient, the excess will
be a profit to Phoenix Home Life. Any such profit may be used, as a part of
Phoenix Home Life'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 Home Life 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 Home Life is responsible for administering the Contract. In this
connection, Phoenix Home Life, 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
Home Life 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 Home Life.

For these and other administrative services, Phoenix Home Life charges each
Contract $35 each year. A reduced charge may apply to Contracts issued after
September 1, 1994. This cost-based charge is deducted from each Sub-account
and/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 surrender of a Contract, the entire annual administrative charge is
deducted regardless of when the surrender occurs.

Phoenix Home Life may reduce the sales charge or annual administrative
charges for Contracts issued under group or spon sored 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 reduc tions will be
considered on a case-by-case basis and will reflect the reduced sales costs
expected as a result of sales to a particular group or sponsored arrangement. In
addition, Phoenix Home Life may reduce the annual administrative charge under a
Contract to reflect lower administrative costs.

<PAGE>

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 Home Life and their spouses; or to employees
or agents who retire from Phoenix Home Life 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 First Rate for Next Rate for Excess
Series $250,000,000 $250,000,000 Over $500,000,000
------ -------------- ------------- ----------------
Money Market....... .40% .35% .30%
Bond............... .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 Realty Securities, Inc.

Rate for First Rate for Next Rate for 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 First Rate for Next Rate for Excess
Series $100,000,000 $150,000,000 Over $250,000,000
------ -------------- ------------- -----------------
U.S. Small Cap..... .98% .95% .90%
International
Small Cap.......... 1.27% 1.20% 1.10%

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

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 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. 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 Home Life. A transfer among Sub-accounts or the
Guaranteed Interest Account does not automati cally 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 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 will
also be accepted on behalf of the Contract Owner from his or her registered
representative. Telephone transfer instructions and change in payment allocation
instructions will be recorded on tape; however, Phoenix Home Life will not be
able to verify the authenticity of any order received and will not be liable for
any loss incurred as a result of acting upon telephone transfer or change in
payment allocation instructions unless such loss results from the erroneous
processing of a telephone instruction. The staff of the SEC is currently
examining the propriety of such exculpatory policies. 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 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 System-

` 16
<PAGE>

atic 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 make more than one transfer of approximately equal
amounts per Contract year 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 Home Life 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. Non-systematic transfers from the
Guaranteed Interest Account 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 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 Home Life reserves the right not to accept batched transfer
instructions from registered representatives acting under powers of attorney for
multiple Contract Owners unless the regis tered representative's broker-dealer
firm and Phoenix Home Life 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 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 GUARANTEED INTEREST ACCOUNT AS DESCRIBED
ABOVE AND IN APPENDIX A.

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. After the Contract has been owned for one year, and
prior to the Maturity Date, the Contract Owner may withdraw up to 10% of the
Contract Value (as of the previous Contract anniversary) annually, either in a
single sum or in equal monthly payments by sending a signed written request for
withdrawal 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 Home Life. 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 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.

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 Home Life 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 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 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

<PAGE>

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 Home Life 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 Home Life 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.

Currently, the Guaranteed Interest Account ('GIA'), Wanger Advisors Trust and
all of the Series of The Phoenix Edge Series Fund, except the Strategic Theme
Sub-account, 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 on page 15, 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 or election of a Life Expectancy
Distribution option from Phoenix Home Life. A sales charge will apply to all
other withdrawals within a certain number of years after deposit as described on
page 15; 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).

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 6 years
following the Contract date, this payment would be equal to the greater of: (a)
the sum of all pur chase 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 6 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 6 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 must also 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 Home Life. 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

<PAGE>

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.

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).

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

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-account selected, are made monthly to the Annuitant for life and, if the
Annuitant dies within ten years after the Maturity Date, the 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
Home Life 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 Home Life 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 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 eighty-fifth birthday unless
the Contract is issued in connection with certain qualified plans.

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 Accumula tion 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 Home Life 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 Home Life 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

<PAGE>

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 to 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 named 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 to 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 pay ments. 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 named
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
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.

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 represent ing 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 Home Life 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.

<PAGE>

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 an LED, if a distribution is required in the first Contract year, the
amount of the distribution will be subtracted from the first year payments. In
subsequent Contract years, under the LED program, 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"). In any Contract year, 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 Home Life 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.

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 Home Life, Phoenix Home Life 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 Home Life will pay any
remaining annuity payments to the Annu itant'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 Home Life 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 Home
Life.

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
Contract Value or (d) when a govern mental 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.

<PAGE>

Free Look Period

Phoenix Home Life 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, Phoenix Home Life
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 VA Account or the Guaranteed Interest Account in accordance with the
Contract Owner's allocation instruc tions 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 Home Life 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 Home Life 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 Home Life'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 Home
Life'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 Home Life is taxed as a life insurance company under Part I of
Sub-chapter L of the Code. Since the Account is not a separate entity from
Phoenix Home Life and its operations form a part of Phoenix Home Life, 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 Home Life. Phoenix
Home Life 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--Non-Qualified Plans

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, 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. 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

<PAGE>

treated as a payment received on account of a partial surrender of a Contract.
These rules do not apply to amounts received under Qualified Plans.

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. 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.
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 with drawals: (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(4) 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 termina tion 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 disabil ity), 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, 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).

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

<PAGE>

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 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 Fund as an asset of
the Account, and each Series of the Fund is tested for compliance with the
percent age 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 are expected to 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 Home Life 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 Home Life 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
Home Life 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 Home Life 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-

24
<PAGE>

sharing plans and Section 403(b) TSA 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 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, maximum contributions;
required distributions; penalty taxes on early or insufficient distributions,
and income tax withhold ing on 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 attribut able 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 require ments 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
$118,800. 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 $9,240 a year, or less in the case of a highly
compensated employee (as defined by the tax law) 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. In addition, the TRA has significantly changed
a great many rules involved with Qualified Plans. 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.

<PAGE>

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 Home Life insurance policies
and annuity contracts. W. S. Griffith and PEPCO are indirect
wholly-owned subsidiaries of Phoenix Home Life. Contracts may also
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 Home Life.

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 Home Life 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 Home Life to
or through PEPCO. The amounts paid by Phoenix Home Life are not deducted from
the purchase payments. Deductions for sales charges (as described under "Sales
Charges") may be used to reimburse Phoenix Home Life for commission payments to
broker-dealers.

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 may also make customary
additional charges for their services in effecting purchases, if they notify the
Fund of their intention to do so.

STATE REGULATION

Phoenix Home Life 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 Home Life 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 Home Life 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 Home Life 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 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 Home Life 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 Home Life currently intends to vote Fund shares attributable to any
Phoenix Home Life 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
Home Life 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 Home Life instructions will be determined as
of the record date for Fund shareholders chosen by the Board of Trustees of the
Fund. Phoenix Home Life 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 Home Life, the Account and PEPCO are not parties to any litigation
that would have a material adverse effect upon the Account or the Contracts.

<PAGE>

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, Washington, D.C.

STATEMENT OF ADDITIONAL INFORMATION

The Statement of Additional Information contains more specific information
and financial statements relating to the Account and Phoenix Home Life. 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, Green field, 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 under the Contract and
transfers to the Guaranteed Interest Account become part of the general account
of Phoenix Home Life (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 Home
Life other than those allocated to any separate account. Premium 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 Home Life 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 Home Life 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 Home Life assumes this "mortality
risk" by virtue of annuity rates incorporated in the Contract that cannot be
changed. In addition, Phoenix Home Life 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 Home Life
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 Home Life. However, Phoenix Home
Life 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 Guaranteed Interest Account. Phoenix Home
Life 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.

Twice each calendar month, Phoenix Home Life 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 Home Life based on
information as to expected investment yields. Some of the factors that Phoenix
Home Life 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 FOR INDIVIDUAL CONTRACTS AND 3% PER YEAR FOR GROUP
CONTRACTS WILL BE DETERMINED IN THE SOLE DISCRETION OF PHOENIX HOME LIFE 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 FOR ANY GIVEN YEAR.

Phoenix Home Life 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 Home Life's exercise of discretion in this regard
is the equitable allocation of distributable earnings and surplus among its
various policyhold ers and contract owners.

Excess interest, if any, will be credited on the Guaranteed Interest Account
Contract Value. Phoenix Home Life 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 for individual Contracts and 3% per year for Group Contracts,
compounded annually, plus any additional interest which Phoenix Home Life 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.

<PAGE>

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 January 1, 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 Home Life may deduct premium tax as necessary to
comply with state tax laws or interpretations.

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

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