PHOENIX HOME LIFE VARIABLE ACCUMULATION ACCOUNT, 485APOS, 1997-02-28

PHOENIX HOME LIFE VARIABLE ACCUMULATION ACCOUNT
485APOS, 1997-02-28

Previous: FRANKLIN NEW YORK TAX FREE INCOME FUND INC, 485APOS, 1997-02-28

Next: WRIGHT MANAGED EQUITY TRUST, 485APOS, 1997-02-28

As filed with the Securities and Exchange Commission on February 28, 1997

Registration Nos. 2-78020
811-3488
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------

FORM N-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 [X]

PRE-EFFECTIVE AMENDMENT NO. ____
POST-EFFECTIVE AMENDMENT NO. 25 [X]

AND/OR
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]

AMENDMENT NO. 27

(CHECK APPROPRIATE BOX OR BOXES.)
---------------------

PHOENIX HOME LIFE VARIABLE ACCUMULATION ACCOUNT
(EXACT NAME OF REGISTRANT )
PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
(NAME OF DEPOSITOR)
---------------------

ONE AMERICAN ROW, HARTFORD, CONNECTICUT 06115
(ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

(800) 447-4312
(DEPOSITOR'S TELEPHONE NUMBER, INCLUDING AREA CODE)

---------------------
DONA D. YOUNG, ESQ.
PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
ONE AMERICAN ROW
HARTFORD, CONNECTICUT 06115
(NAME AND ADDRESS OF AGENT FOR SERVICE)
---------------------

COPIES TO:

JAMES F. JORDEN, ESQ. RICHARD J. WIRTH, ESQ.
JORDEN BURT BERENSON & JOHNSON LLP PHOENIX HOME LIFE
1025 THOMAS JEFFERSON STREET, N.W. MUTUAL INSURANCE COMPANY
WASHINGTON, D.C. 20007-0805 ONE AMERICAN ROW
HARTFORD, CT 06115

It is proposed that this filing will become effective (check appropriate space)
[_] immediately upon filing pursuant to paragraph (b) of Rule 485
[_]on pursuant to paragraph (b) of Rule 485
[_] 60 days after filing pursuant to paragraph (a)(i) of Rule 485
[X] on May 1, 1997 pursuant to paragraph (a)(i) of Rule 485
[_] 75 days after filing pursuant to paragraph (a)(ii)
[_] on pursuant to paragraph (a)(ii) of Rule 485
If appropriate, check the following box:
[_] this Post-Effective Amendment designates a new effective date for a
previously filed Post-Effective Amendment.

REGISTRANT HAS CHOSEN TO REGISTER AN INDEFINITE NUMBER OF SECURITIES IN
ACCORDANCE WITH RULE 24F-2. THE RULE 24F-2 NOTICE OF REGISTRANT'S MOST RECENT
FISCAL YEAR WAS FILED ON FEBRUARY 21, 1997.

================================================================================
<PAGE>
PHOENIX HOME LIFE VARIABLE ACCUMULATION ACCOUNT

POST-EFFECTIVE AMENDMENT NO. 25 TO REGISTRATION

STATEMENT ON FORM N-4

CROSS REFERENCE SHEET
SHOWING LOCATION IN PROSPECTUS
AND STATEMENT OF ADDITIONAL INFORMATION
AS REQUIRED BY FORM N-4

<TABLE>
<CAPTION>
FORM N-4 ITEM PROSPECTUS CAPTION
<S> <C> <C>

1. Cover Page ..................................................... Cover Page

2. Definitions..................................................... Special Terms

3. Synopsis or Highlights ......................................... Summary of Expenses; Summary

4. Condensed Financial Information ................................ Financial Highlights

5. General Description of Registrant, Depositor, and............... Phoenix Home Life and the Variable Accumulation
Portfolio Companies Account; The Fund; Voting Rights

6. Deductions and Expenses......................................... Deductions and Charges; Sales of Variable Accumulation
Contracts

7. General Description of Variable Annuity Contracts .............. The Variable Accumulation Annuity; Purchase of Contracts;
The Accumulation Period; Miscellaneous Provisions

8. Annuity Period ................................................. The Annuity Period

9. Death Benefits ................................................. Payment Upon Death Before Maturity Date

10. Purchases and Contract Value ................................... Purchase of Contracts; The Accumulation Period; Variable
Account Valuation Procedures; Sales of Variable
Accumulation Contracts

11. Redemptions .................................................... Surrender of Contracts; Partial Withdrawals; Free Look
Period

12. Taxes .......................................................... Federal Income Taxes

13. Legal Proceeding ............................................... Litigation

14. Table of Contents of Statement of Additional Information ....... Statement of Additional Information

15. Cover Page ..................................................... Cover Page

16. Table of Contents .............................................. Table of Contents

17. General Information and History ................................ Not Applicable

18. Services ....................................................... Not Applicable

19. Purchase of Securities Being Offered ........................... Appendix

20. Underwriters ................................................... Underwriter

21. Calculation of Yield Quotations of Money Market
Sub-accounts ................................................... Calculation of Yield and Return

22. Annuity Payments................................................ Calculation of Annuity Payments

23. Financial Statements............................................ Financial Statements

</TABLE>

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

Note: This Registration Statement contains two prospectuses. One describes a
variation of the Contract funded by The Phoenix Edge Series Fund
(Version A) and the other describes a variation of the Contract funded
by the Templeton Variable Products Series Fund (Version B). This
Registration Statement also contains two Statements of Additional
Information; one corresponds to Prospectus Version A and the other
corresponds to Prospectus Version B.

<PAGE>

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
GREENFIELD, MASSACHUSETTS 01301
TELEPHONE: (800) 447-4312
----------------------------

mailing address:

PHOENIX VARIABLE PRODUCTS MAIL OPERATION
P.O. BOX 8027
BOSTON, MASSACHUSETTS 02266-8027

FOR TAX QUALIFIED AND NON-TAX QUALIFIED ANNUITY PLANS

This Prospectus describes variable accumulation annuity contracts
("Contracts") issued by Phoenix Home Life Mutual Insurance Company ("Phoenix").
The Contracts provide for both an Accumulation Period and an Annuity Period.
Premium payments under the Contract are flexible. Contracts may be purchased by
individuals or on a group basis by employers to fund tax-qualified pension and
profit-sharing plans. For information on Individual Contracts issued in New
York on or after May 1, 1997, see "New York Individual Contracts issued on or
after May 1, 1997," and for information on contracts issued on a group basis,
see "Group Contracts."

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

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

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 GIA, that payment (or portion) and any earned
interest is refunded. (See "Free Look Period.")

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

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

Additional information about the Account has been filed with the Securities
and Exchange Commission ("SEC") in a Statement of Additional Information, dated
May 1, 1997, which is incorporated herein by reference. The Statement of
Additional Information, the table of contents of which is set forth in this
Prospectus, is available without charge upon request by writing or telephoning
Phoenix at the address or telephone number set forth above.

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

MAY 1, 1997

<PAGE>

TABLE OF CONTENTS

Heading Page

SUMMARY OF EXPENSES....................................... 3
FINANCIAL HIGHLIGHTS...................................... 5
PERFORMANCE HISTORY....................................... 8
SPECIAL TERMS............................................. 9
SUMMARY .................................................. 10
THE VARIABLE ACCUMULATION ANNUITY ........................ 12
PHOENIX AND THE ACCOUNT................................... 12
THE PHOENIX EDGE SERIES FUND.............................. 12
WANGER ADVISORS TRUST..................................... 13
PURCHASE OF CONTRACTS .................................... 13
DEDUCTIONS AND CHARGES.................................... 13
Premium Tax .......................................... 13
Sales Charges ........................................ 14
Charges for Mortality and Expense Risks .............. 14
Charges for Administrative Services .................. 14
Other Charges ........................................ 15
THE ACCUMULATION PERIOD................................... 15
Accumulation Units ................................... 15
Accumulation Unit Values ............................. 15
Transfers ............................................ 15
Surrender of Contract; Partial Withdrawals ........... 16
Lapse of Contract .................................... 17
Payment Upon Death Before Maturity Date .............. 17
NEW YORK INDIVIDUAL CONTRACTS ISSUED ON OR AFTER
MAY 1, 1997............................................... 17
Sales Charges......................................... 17
Daily Administrative Fee.............................. 17
Maturity Date......................................... 17
Payment Upon Death Before Maturity Date............... 17
GROUP CONTRACTS........................................... 18
Allocated Group Contracts ............................ 18
Unallocated Group Contracts .......................... 19
THE ANNUITY PERIOD ....................................... 19
Variable Accumulation Annuity Contracts............... 19
Annuity Options ...................................... 19
Option A--Life Annuity With Specified Period Certain.. 20
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...... 21
Option M--Unit Refund Variable Payment Life Annuity..... 21
Option N--Variable Payment Non-Refund Life Annuity...... 21
Other Options and Rates................................ 21
Other Conditions ...................................... 21
Payment Upon Death After Maturity Date ................ 21
VARIABLE ACCOUNT VALUATION PROCEDURES...................... 21
MISCELLANEOUS PROVISIONS .................................. 22
Assignment............................................. 22
Deferment of Payment .................................. 22
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....................... 23
Surrenders or Withdrawals Prior to the Contract
Maturity Date .................................... 23
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........................................ 25
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 ......................... 26
Seek Tax Advice..................................... 26
SALES OF VARIABLE ACCUMULATION CONTRACTS .................. 26
STATE REGULATION .......................................... 26
REPORTS ................................................... 26
VOTING RIGHTS ............................................. 26
TEXAS OPTIONAL RETIREMENT PROGRAM ......................... 27
LITIGATION ................................................ 27
LEGAL MATTERS ............................................. 27
STATEMENT OF ADDITIONAL INFORMATION........................ 27
APPENDIX A ................................................ 28
APPENDIX B ................................................ 29

<PAGE>

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

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MULTI- MONEY REAL U.S. INT'L
SUB-ACCOUNTS GROWTH SECTOR ALLOCATION MARKET INT'L BALANCED ESTATE THEME ASIA SMALL CAP SMALL CAP
- ------------ ------ ------ ---------- ------ ----- -------- ------ ----- ---- --------- ---------

FUND ANNUAL EXPENSES
(as a percentage of fund average net assets)
Investment Management Fees... .65% .50% .59% .40% .75% .55% .75% .75% 1.00% 1.00% 1.30%
Other Expenses (after
expense reimbursement)(3) .10% .15% .08% .13% .32% .10% .25% .25% .25% .35% .50%
Total Fund Annual Expenses . .75% .65% .67% .53% 1.07% .65% 1.00% 1.00% 1.25% 1.35% 1.80%
EXAMPLE
If you surrender your Contract at the end of the applicable time
period: You would pay the following expenses on a $1,000
investment assuming 5% annual return on assets:
1 year ................. $ 68 $ 67 $ 68 $ 66 $ 71 $ 67 $ 71 $ 71 $ 73 $ 74 $ 78
3 years ................ 97 94 95 91 107 94 105 105 112 115 128
5 years ............... 126 121 122 115 142 121 139 139 151 156 178
10 years .............. 248 238 240 225 281 238 274 274 299 309 351
If you do not surrender your Contract: You would pay
the following expenses on a $1,000 investment assuming 5%
annual return on assets:
1 year.................. $ 22 $ 21 $ 21 $ 20 $ 25 $ 21 $ 25 $ 25 $ 27 $ 28 $ 33
3 years ................ 68 65 65 61 78 65 75 75 83 86 99
5 years ................ 116 111 112 105 132 111 129 129 141 146 168
10 years ............... 248 238 240 225 281 238 274 274 299 309 351
</TABLE>

* The information included on this page does not apply to New York Individual
Contracts issued on or after May 1, 1997 or Group Contracts (see following
page).

(1) A sales charge may be taken from the proceeds when a Contract is surrendered

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

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

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

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

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

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

<PAGE>

SUMMARY OF EXPENSES
INDIVIDUAL CONTRACTS ISSUED IN NEW YORK ON OR AFTER MAY 1, 1997

<TABLE>
<CAPTION>
CONTRACT OWNER TRANSACTION EXPENSES ALL SUB-ACCOUNTS
----------------
<S> <C>
Sales Load Imposed on Purchases.............................................................. None
Deferred Sales Load (as a percentage of amount surrendered)(1):
Age of Deposit in Complete Years 0-1....................................................... 7%
Age of Deposit in Complete Years 1-2....................................................... 6%
Age of Deposit in Complete Years 2-3....................................................... 5%
Age of Deposit in Complete Years 3-4....................................................... 4%
Age of Deposit in Complete Years 4-5....................................................... 3%
Age of Deposit in Complete Years 5-6....................................................... 2%
Age of Deposit in Complete Years 6-7....................................................... 1%
Age of Deposit in Complete Years 7 and thereafter.......................................... None
Exchange Fee
Current Fee................................................................................ None
Maximum Allowable Charge Per Exchange...................................................... $10
ANNUAL CONTRACT FEE
Current.................................................................................... $35
Maximum.................................................................................... $35
SEPARATE ACCOUNT EXPENSES
(as a percentage of average account value)
Mortality and Expense Risk Fees............................................................ 1.25%
Account Fees and Expenses
Daily Administrative Fee................................................................. 0.125%
Total Separate Account Annual Expenses..................................................... 1.375%
</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MULTI- MONEY REAL U.S. INT'L
SUB-ACCOUNTS GROWTH SECTOR ALLOCATION MARKET INT'L BALANCED ESTATE THEME ASIA SMALL CAP SMALL CAP
- ------------ ------ ------ ---------- ------ ----- -------- ------ ----- ---- --------- ---------
FUND ANNUAL EXPENSES
(as a percentage of Fund average net assets)
Management Fees.................. .65% .50% .59% .40% .75% .55% .75% .75% 1.00% 1.00% 1.30%
Other Expenses
(After Expense Reimbursement)(2). .10% .15% .08% .13% .32% .10% .25% .25% .25% 0.35% 0.50%
Total Fund Annual Expenses......... .75% .65% .67% .53% 1.07% .65% 1.00% 1.00% 1.25% 1.35% 1.80%

EXAMPLE
Ifyou 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.......................... $ 79 $ 78 $ 78 $ 77 $ 82 $ 78 $ 81 $ 81 $ 83 $ 84 $ 89
3 years......................... 111 108 108 104 120 108 118 118 125 128 141
5 years......................... 143 138 139 132 159 138 155 155 168 172 194
10 years........................ 261 251 253 238 293 251 286 286 311 321 363
Ifyou annuitize 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.......................... $ 79 $ 78 $ 78 $ 77 $ 82 $ 78 $ 81 $ 81 $ 83 $ 84 $ 89
3 years......................... 111 108 108 104 120 108 118 118 125 128 141
5 years......................... 122 117 118 111 139 117 135 135 147 152 174
10 years........................ 261 251 253 238 293 251 286 286 311 321 363
Ifyou 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 $ 22 $ 22 $ 21 $ 26 $ 22 $ 26 $ 26 $ 28 $ 29 $ 34
3 years......................... 72 69 69 65 81 69 79 79 87 90 103
5 years......................... 122 117 118 111 139 117 135 135 147 152 174
10 years........................ 261 251 253 238 293 251 286 286 311 321 363
</TABLE>

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

(2) Each Series pays a portion or all of its total operating expenses other than
the management fee. The Growth, Multi-Sector, Allocation, Money Market and
Balanced Series will pay up to .15%; the International Series will pay up to
.40%; the Real Estate, Theme and Asia Series will pay up to .25%; the U.S.
Small Cap Series will pay up to .50%; and the International Small Cap Series
will pay up to .60%. Absent expense reimbursement, total fund operating
expenses were (or expected to be) .73%, 1.98%, 1.33%, 2.40%, 2.35% and
4.20%, for Multi-Sector, Real Estate, Theme, Asia, U.S. Small Cap and Int'l
Small Cap Series, respectively. Wanger "Other Expenses" are estimates for
the current year and are not based on past experience since these funds have
not completed a full year of operation. Expenses may be higher or lower than
those shown but are subject to expense limitations as noted.

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

Premium taxes, which are not reflected in the table above, may apply. 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 are currently imposed by certain states on the
Contracts and range from 0% to 3.5% of premiums paid. (See "Deductions and
Charges--Premium Tax.")

<PAGE>

<TABLE>
PHOENIX VARIABLE ACCUMULATION ACCOUNT
FINANCIAL HIGHLIGHTS
(SELECTED DATA FOR A UNIT OUTSTANDING THROUGHOUT THE INDICATED PERIOD)

Following are the financial highlights for the period indicated. As used
below, the designation "VA1" refers to Contracts assessing an expense risk
charge of .60% and "VA2," "VA3," and "GSE" refer to Contracts assessing an
expense risk charge of .85% and not including a daily administration fee. (See
"Deductions and Charges.") Contracts assessing a daily administration fee of
.125% are not included as data is not yet available.

MONEY MARKET SUB-ACCOUNT
VA1
---------------------------------------------------------------------------------------------------

<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------

1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Unit value, beginning of period. $0.000000 $1.954211 $1.900873 $1.866308 $1.820007 $1.734559 $1.619595 $1.497413 $1.407621 $1.334900
Unit value, end of period..... $0.000000 $2.045097 $1.954211 $1.900873 $1.866308 $1.820007 $1.734559 $1.619595 $1.497413 $1.407621
========= ========= ========= ========= ========= ========= ========= ========= ========= =========
Number of units outstanding (000) 0,000 3,457 4,649 4,617 8,601 10,289 13,110 13,319 12,813 6,829

MONEY MARKET SUB-ACCOUNT
VA2, VA3 & GSE
----------------------------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31, FROM
----------------------- INCEPTION
1/29/87 TO
1996 1995 1994 1993 1992 1991 1990 1989 1988 12/31/87
---- ---- ---- ---- ---- ---- ---- ---- ---- ---------
Unit value, beginning of period. $0.000000 $1.915930 $1.868172 $1.838756 $1.797544 $1.717328 $1.607305 $1.489598 $1.403711 $1.339975
Unit value, end of period ...... $0.000000 $2.000092 $1.915930 $1.868172 $1.838756 $1.797544 $1.717328 $1.607305 $1.489598 $1.403711
========= ========= ========= ========= ========= ========= ========= ========= ========= =========
Number of units outstanding (000) 0,000 37,026 38,007 30,143 27,132 15,331 8,723 4,057 1,741 290

GROWTH SUB-ACCOUNT
VA1
----------------------------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31,
-----------------------

1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Unit value, beginning of period. $0.000000 $6.384494 $6.355486 $5.362579 $4.910837 $3.474821 $3.373255 $2.501870 $2.431756 $2.296978
Unit value, end of period..... $0.000000 $8.273644 $6.384494 $6.355486 $5.362579 $4.910837 $3.474821 $3.373255 $2.501870 $2.431756
========= ========= ========= ========= ========= ========= ========= ========= ========= =========
Number of units outstanding (000) 0,000 8,153 8,351 8,671 8,652 7,280 6,658 6,726 6,243 7,046

GROWTH SUB-ACCOUNT
VA2, VA3 & GSE
----------------------------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31, FROM
----------------------- INCEPTION
1/29/87 TO
1996 1995 1994 1993 1992 1991 1990 1989 1988 12/31/87
---- ---- ---- ---- ---- ---- ---- ---- ---- ---------
Unit value, beginning of period. $0.000000 $6.261062 $6.248053 $5.284626 $4.851447 $3.440659 $3.348325 $2.489403 $2.425706 $2.555569
Unit value, end of period....... $0.000000 $8.093932 $6.261062 $6.248053 $5.284626 $4.851447 $3.440659 $3.348325 $2.489403 $2.425706
========= ========= ========= ========= ========= ========= ========= ========= ========= =========
Number of units outstanding (000) 0,000 94,344 76,226 52,751 29,531 12,343 4,415 1,792 655 376

MULTI-SECTOR SUB-ACCOUNT (FORMERLY THE "BOND" SUB-ACCOUNT)
VA1
---------------------------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31,
-----------------------

1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Unit value, beginning of period. $0.000000 $2.762836 $2.952674 $2.572692 $2.360698 $1.993832 $1.913888 $1.786177 $1.632777 $1.631508
Unit value, end of period...... $0.000000 $3.379335 $2.762836 $2.952674 $2.572692 $2.360698 $1.993832 $1.913888 $1.786177 $1.632777
========= ========= ========= ========= ========= ========= ========= ========= ========= =========
Number of units outstanding (000) 0,000 4,418 4,839 5,798 5,539 5,541 5,085 6,195 5,585 4,991
</TABLE>

<PAGE>

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

<TABLE>

MULTI-SECTOR SUB-ACCOUNT (FORMERLY THE "BOND" SUB-ACCOUNT)
VA2, VA3 & GSE
----------------------------------------------------------------------------------------------------

<CAPTION>
YEAR ENDED DECEMBER 31, FROM
----------------------- INCEPTION
1/29/87 TO
1996 1995 1994 1993 1992 1991 1990 1989 1988 12/31/87
---- ---- ---- ---- ---- ---- ---- ---- ---- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Unit value, beginning of period. $0.000000 $2.710153 $2.902941 $2.535693 $2.332392 $1.974705 $1.900136 $1.777482 $1.628898 $1.679498
Unit value, end of period....... $0.000000 $3.306804 $2.710153 $2.902941 $2.535693 $2.332392 $1.974705 $1.900136 $1.777482 $1.628898
========= ========= ========= ========= ========= ========= ========= ========= ========= =========
Number of units outstanding (000) 0,000 25,435 20,608 19,839 10,612 3,480 1,438 856 396 120

ALLOCATION SUB-ACCOUNT (FORMERLY THE "TOTAL RETURN" SUB-ACCOUNT)
VA1
---------------------------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31,
-----------------------

1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Unit value, beginning of period. $0.000000 $3.008513 $3.081973 $2.804149 $2.559543 $1.999109 $1.909058 $1.608209 $1.587193 $1.424283
Unit value, end of period....... $0.000000 $3.520947 $3.008513 $3.081973 $2.804149 $2.559543 $1.999109 $1.909058 $1.608209 $1.587193
========= ========= ========= ========= ========= ========= ========= ========= ========= =========
Number of units outstanding (000) 0,000 18,038 19,981 23,027 23,424 22,916 22,667 24,606 31,107 33,612

ALLOCATION SUB-ACCOUNT (FORMERLY THE "TOTAL RETURN" SUB-ACCOUNT)
VA2, VA3 & GSE
---------------------------------------------------------------------------------------------------

YEAR ENDED DECEMBER 31, FROM
----------------------- INCEPTION
1/29/87 TO
1996 1995 1994 1993 1992 1991 1990 1989 1988 12/31/97
---- ---- ---- ---- ---- ---- ---- ---- ---- ---------
Unit value, beginning of period. $0.000000 $2.948151 $3.028790 $2.762529 $2.527829 $1.979067 $1.894604 $1.600110 $1.583050 $1.587758
Unit value, end of period....... $0.000000 $3.442824 $2.948151 $3.028790 $2.762529 $2.527829 $1.979067 $1.894604 $1.600110 $1.583050
========= ========= ========= ========= ========= ========= ========= ========= ========= =========
Number of units outstanding (000) 0,000 73,165 68,860 53,869 30,431 13,524 7,031 3,797 3,139 1,604

INTERNATIONAL SUB-ACCOUNT
VA1
---------------------------------------------------------------------------------------------------
FROM
YEAR ENDED DECEMBER 31, INCEPTION
----------------------- 5/1/90 TO
1996 1995 1994 1993 1992 1991 12/31/90
---- ---- ---- ---- ---- ---- --------
Unit value, beginning of period. $0.000000 $1.267735 $1.279733 $0.933515 $1.081746 $0.912543 $1.000000
Unit value, end of period ...... $0.000000 $1.375527 $1.267735 $1.279733 $0.933515 $1.081746 $0.912543
========= ========= ========= ========= ========= ========= =========
Number of units outstanding (000) 0,000 3,762 5,926 3,309 1,401 816 490

INTERNATIONAL SUB-ACCOUNT
VA2, VA3 & GSE
---------------------------------------------------------------------------------------------------

FROM
YEAR ENDED DECEMBER 31, INCEPTION
----------------------- 5/1/90 TO
1996 1995 1994 1993 1992 1991 12/31/90
---- ---- ---- ---- ---- ---- ---------
Unit value, beginning of period. $0.000000 $1.253391 $1.268491 $0.927578 $1.077492 $0.911158 $1.000000
Unit value, end of period ...... $0.000000 $1.356645 $1.253391 $1.268491 $0.927578 $1.077492 $0.911158
========= ========= ========= ========= ========= ========= =========
Number of units outstanding (000) 0,000 78,985 88,400 39,929 12,307 4,364 1,616
</TABLE>

<PAGE>

<TABLE>

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

<CAPTION>
BALANCED SUB-ACCOUNT
---------------------------------------------------------------------------------------------------
VA1 VA2, VA3 & GSE
------------------------------------------------ -------------------------------------------------
FROM FROM
YEAR ENDED DECEMBER 31, INCEPTION YEAR ENDED DECEMBER 31, INCEPTION
----------------------- 5/1/92 TO ----------------------- 5/1/92 TO
1996 1995 1994 1993 12/31/92 1996 1995 1994 1993 12/31/92
---- ---- ---- ---- -------- ---- ---- ---- ---- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Unit value, beginning of period $0.000000 $1.124370 $1.168840 $1.086965 $1.000000 $0.000000 $1.116862 $1.163951 $1.085113 $1.000000
Unit value, end of period....... $0.000000 $1.373104 $1.124370 $1.168840 $1.086965 $0.000000 $1.360620 $1.116862 $1.163951 $1.085113
========= ========= ========= ========= ========= ========= ========= ========= ========= =========
Number of units outstanding (000) 0,000 4,027 4,732 5,601 3,283 0,000 126,919 130,797 123,929 39,740

REAL ESTATE SUB-ACCOUNT
----------------------------------------------------
VA1 VA2, VA3 & GSE
---------------------- ----------------------
FROM FROM
INCEPTION INCEPTION
5/1/95 TO 5/1/95 TO
1996 12/31/95 1996 12/31/95
---- -------- ---- --------
Unit value, beginning of period............................................ $0.000000 $1.000000 $0.000000 $1.000000
Unit value, end of period.................................................. $0.000000 $1.155453 $0.000000 $1.168262
========= ========= ========= =========
Number of units outstanding (000).......................................... 0,000 34 0,000 7,009

INTERNATIONAL SMALL CAP SUB-ACCOUNT
---------------------------------------------------
VA1 VA2, VA3 & GSE
---------------------- ----------------------
FROM FROM
INCEPTION INCEPTION
5/1/95 TO 5/1/95 TO
1996 12/31/95 1996 12/31/95
---- -------- ---- --------
Unit value, beginning of period........................................... $0.000000 $1.000000 $0.000000 $1.000000
Unit value, end of period................................................. $0.000000 $1.239576 $0.000000 $1.334598
========= ========= ========= =========
Number of units outstanding (000)......................................... 0,000 194 0,000 7,738

U.S. SMALL CAP SUB-ACCOUNT
---------------------------------------------------
VA1 VA2, VA3 & GSE
---------------------- ----------------------
FROM FROM
INCEPTION INCEPTION
5/1/95 TO 5/1/95 TO
1996 12/31/95 1996 12/31/95
---- -------- ---- --------
Unit value, beginning of period........................................... $0.000000 $1.000000 $0.000000 $1.000000
Unit value, end of period................................................. $0.000000 $1.157802 $0.000000 $1.155807
========= ========= ========= =========
Number of units outstanding (000)......................................... 0,000 460 0,000 17,039

THEME SUB-ACCOUNT
-----------------------------------------------
VA1 VA2, VA3 & GSE
--------------- ----------------
FROM FROM
INCEPTION INCEPTION
0/00/00 TO 0/00/00 TO
00/00/00 00/00/00
-------- --------
Unit value, beginning of period........................................... [TO BE FILED BY
Unit value, end of period................................................. AMENDMENT.]
Number of units outstanding (000).........................................

ASIA SUB-ACCOUNT
-----------------------------------------------
VA1 VA2, VA3 & GSE
--------------- ----------------
FROM FROM
INCEPTION INCEPTION
0/00/00 TO 0/00/00 TO
00/00/00 00/00/00
-------- --------
Unit value, beginning of period........................................... [TO BE FILED BY
Unit value, end of period................................................. AMENDMENT.]
Number of units outstanding (000).........................................
</TABLE>

<PAGE>

PERFORMANCE HISTORY
- --------------------------------------------------------------------------------

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

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

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

Below are quotations of standardized average annual total return for
contracts assessing an .85% expense charge which are not subject to a daily
administration fee, calculated as described above.

AVERAGE ANNUAL TOTAL RETURN

FOR THE PERIOD ENDED 12/31/96
-----------------------------

COMMENCE- 10 LIFE OF
SUB-ACCOUNT MENT DATE 1 YEAR 5 YEARS YEARS FUND
- ----------- --------- ------ ------- ----- ----
Multi-Sector.... 1/1/83
Balanced........ 5/1/92
Allocation...... 9/17/84
Growth.......... 1/1/83
International... 5/1/90
Money Market.... 10/10/82 (to be filed by Amendment)
Real Estate..... 5/1/95
Theme........... 1/29/96
Asia............ 9/15/96
U.S. Small Cap.. 5/1/95
Int'l Small Cap. 5/1/95

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

MULTI- BAL- ALLO- INTER- MONEY
YEAR SECTOR ANCED CATION GROWTH NATIONAL MARKET
- ---- ------ ----- ------ ------ -------- ------
1983........ 4.69% N/A N/A 31.26% N/A 7.03%
1984........ 9.96% N/A (1.45)% 9.29% N/A 8.85%
1985........ 19.11% N/A 25.76% 33.26% N/A 6.69%
1986........ 17.82% N/A 14.25% 18.98% N/A 5.19%
1987........ 2.47% N/A 11.18% 5.61% N/A 5.13%
1988........ 8.01% N/A 1.08% 2.63% N/A 6.12%
1989........ 5.22% N/A 18.41% 34.51% N/A 7.86%
1990........ 3.92% N/A 4.45% 2.75% (8.88)% 6.88%
1991........ 18.11% N/A 27.73% 41.00% 18.25% 4.67%
1992........ 8.72% 8.51% 9.28% 8.93% (13.91)% 2.29%
1993........ 14.48% 7.27% 9.64% 18.23% 36.75% 1.60%
1994........ (6.64)% (4.05)% (2.66)% 0.21% (1.19)% 2.56%
1995........ 22.02% 21.83% 16.78% 29.27% 8.24% 4.39%
1996........ (to be filed by Amendment)

U.S. INT'L. SMALL
YEAR REAL ESTATE THEME ASIA SMALL CAP CAP
- ---- ----------- ----- ---- --------- ---
1994...... N/A N/A N/A N/A N/A
1995........ 16.83% N/A N/A 15.07% 33.41%
1996........ (to be filed by Amendment)

*Sales Charges have not been deducted from the Annual Total Return.

Below are quotations of average annual total return for Contracts issued on
or after May 1, 1997. These quotations of average annual total return assume the
assessment of an .85% expense charge and .125% daily administration fee,
calculated as described above.

AVERAGE ANNUAL TOTAL RETURN
FOR THE PERIOD ENDED 12/31/96
---------------------------

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

MULTI- BAL- ALLO- INTER- MONEY
YEAR SECTOR ANCED CATION GROWTH NATIONAL MARKET
- ---- ------ ----- ------ ------ -------- ------
1983........
1984........
1985........
1986........
1987........
1988........
1989........ (to be filed by Amendment)
1990........
1991........
1992........
1993........
1994........
1995........
1996........

<PAGE>

U.S. INT'L. SMALL
YEAR REAL ESTATE THEME ASIA SMALL CAP CAP
- ---- ----------- ----- ---- --------- ---
1994........
1995........
1996........ (to be filed by Amendment)

*Sales Charges have not been deducted from the Annual Total Return.

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

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

Yield calculations of the Money Market Sub-account used for illustration
purposes are based on the consideration of a hypothetical participant's account
having a balance of exactly one Unit at the beginning of a seven-day period,
which period will end on the date of the most recent financial statements. The
yield for the Sub-account during this seven-day period will be the change in the
value of the hypothetical participant's account's original Unit. The following
is an example of this yield calculation for the Money Market Sub-account based
on a seven-day period ending December 31, 1996.

Assumptions: CONTRACTS
ASSESSING
CONTRACTS .85% EXPENSE
ASSESSING CHARGE
.85% EXPENSE & .125% DAILY
CHARGE ADMIN. FEE
------ ----------

VALUE OF HYPOTHETICAL PRE-EXISTING ACCOUNT
WITH EXACTLY ONE UNIT AT THE BEGINNING
THE PERIOD:....................... 1.998416
VALUE OF THE SAME ACCOUNT (EXCLUDING (TO BE
CAPITAL CHANGES) AT THE END OF THE FILED BY
SEVEN-DAY PERIOD:................. 2.000092 AMENDMENT)
CALCULATION:
ENDING ACCOUNT VALUE............... 2.000092
LESS BEGINNING ACCOUNT VALUE....... 1.998416
NET CHANGE IN ACCOUNT VALUE........ 0.001676
BASE PERIOD RETURN:
(ADJUSTED CHANGE/BEGINNING ACCOUNT
VALUE)............................. 0.000839
CURRENT YIELD = RETURN X (365/7) =... 4.37%
EFFECTIVE YIELD = [(1 + RETURN)365/7] -1 = 4.47%

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

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

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

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

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

ACCOUNT: Phoenix Home Life Variable Accumulation Account.

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

PHOENIX: Phoenix Home Life Mutual Insurance Company.

PHOENIX VARIABLE PRODUCTS MAIL OPERATION (VPMO): The division of Phoenix that
receives and processes incoming mail for Variable Products Operations.

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 (VPO): The Variable Products Operations Division of
Phoenix.

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

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

HOW ARE PAYMENTS MADE UNDER THE CONTRACTS?

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

IS THERE A GUARANTEED OPTION?

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

WHAT ARE THE INVESTMENT OPTIONS UNDER THE CONTRACT?
The Contract currently offers a number of series of The Phoenix Edge Series
Fund and Wanger Advisers Trust as investment options. Each series has a specific
investment objective. (For a complete list of

<PAGE>

the series offered and a brief discussion of their respective investment
objectives, see "THE PHOENIX EDGE SERIES FUND" and "WANGER ADVISOR TRUST.")

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. No sales charge will be imposed in the event that the Annuitant
dies before the date that annuity payments will commence. 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 is a mortality and expense risk fee, a daily administrative fee
and an annual administrative charge assessed against the Account. The daily
administrative fee applies only to Contracts issued on or after May 1, 1997.
(See "Charges for Administrative Services.")

ARE THERE ANY OTHER CHARGES OR DEDUCTIONS?

In most states, premium taxes are imposed when a Contract is annuitized
rather than when premium payments are made by the Contract Owner. Phoenix will
reimburse itself on the date of a partial withdrawal, surrender of the Contract,
Maturity Date or payment of death proceeds. (See "Premium Tax.")

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. (See "Other Charges.")

For a more complete description of the fees chargeable to the Account, see
"Deductions and Charges."

WHAT ARE THE MINIMUM INITIAL AND SUBSEQUENT PURCHASE PAYMENTS?

For non-tax qualified plans and IRA's, the following minimum purchase
payments apply (unless investments are made pursuant to a bank draft investment
program):

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

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

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

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

MAY I ALLOCATE MY PURCHASE PAYMENTS AMONG AVAILABLE OPTIONS?
You may choose the amount of each purchase payment to be directed to each
Sub-account and/or to the GIA, provided that the minimum initial purchase
payment requirements have been met. (See "Purchase of Contracts.")

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

DOES THE CONTRACT PROVIDE FOR PAYMENT UPON DEATH?
The Contract provides that if the Owner and Annuitant are the same and the
Owner/Annuitant dies before annuity payments begin and there is no surviving
Joint Owner, payment to the 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-accounts during the 10-day period, unless
the Contract is issued with a Temporary Money Market Allocation Amendment, in
which case the initial purchase payment is refunded. If the initial purchase
payment, or any portion thereof, was allocated to the GIA, that payment (or
portion) and any earned interest is refunded. (See "Free Look Period.")

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

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

<PAGE>

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
assessed in connection with withdrawals (see "FEDERAL INCOME TAXES").

CAN THE CONTRACT LAPSE?

If on any Valuation Date the total Contract Value equals zero, or, the
premium tax reimbursement due on a surrender or partial withdrawal is greater
than or equal to the Contract Value, the Contract will immediately terminate and
lapse without value.

THE FOREGOING SUMMARY INFORMATION SHOULD BE READ IN CONJUNCTION WITH THE
DETAILED INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS.

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

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

PHOENIX AND THE ACCOUNT
- --------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

(4) STRATEGIC ALLOCATION SERIES ("ALLOCATION SERIES"), FORMERLY THE "TOTAL
RETURN" SERIES: The investment objective of the Allocation 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 Allocation Series will invest in stocks, bonds and money market
instruments in accordance with the Adviser's appraisal of investments
most likely to achieve the highest total rate of return.

<PAGE>

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

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

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

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

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

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

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

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

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

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

PURCHASE OF CONTRACTS
- --------------------------------------------------------------------------------

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

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

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

DEDUCTIONS AND CHARGES
- --------------------------------------------------------------------------------
PREMIUM TAX
Whether or not a premium tax is imposed will depend upon, among other
things, the Owner's state of residence, the Annuitant's state of residence, the
status of Phoenix within those states and the

<PAGE>

insurance tax laws of those states. Phoenix will pay any premium tax due and
will only reimburse itself upon the earlier of partial withdrawal, surrender of
the Contract, the Maturity Date or payment of death proceeds. For a list of
states and premium taxes, see "Appendix B."

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

case-by-case basis and will reflect the reduced administrative costs expected as
a result of sales to a particular group or sponsored arrangement. In addition,
Phoenix may reduce the annual administrative charge under a Contract to reflect
lower administrative costs.

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

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

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

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

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

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

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

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

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

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

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

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

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

TRANSFERS

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

A Contract Owner may also request transfers and changes in payment
allocations among available Sub-accounts or the GIA by calling 800-447-4312
between the hours of 8:30 a.m. and 4:00 p.m. Eastern Time. Unless the Contract
Owner elects in writing not to authorize telephone transfers or allocation
changes, telephone transfer orders and allocation changes also will be accepted
on behalf of the Contract Owner from his or her registered representative.
Phoenix andPhoenix Equity Planning Corporation ("PEPCO") will employ reasonable
procedures to confirm that telephone instructions are genuine. They will require
verification of account information and will

<PAGE>

record telephone instructions on tape. All telephone transfers will be confirmed
in writing to the Contract Owner. To the extent that procedures reasonably
designed to prevent unauthorized transfers are not followed, Phoenix and PEPCO
may be liable for following telephone instructions for transfers that prove to
be fraudulent. However, the Contract Owner would bear the risk of loss resulting
from instructions entered by an unauthorized third party that Phoenix and PEPCO
reasonably believe to be genuine. These telephone privileges may be modified or
terminated at any time and during times of extreme market volatility, may be
difficult to exercise. In such cases a Contract Owner should submit a written
request.

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

Upon completion of the Systematic Transfer Program, the Contract Owner must
notify VPMO at (800) 447-4312 or in writing to VPMO to implement another
Systematic Transfer Program.

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

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

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

No sales charge will be assessed when a transfer is made. The date a payment
was credited for the purpose of calculating the sales charge will remain the
same notwithstanding the transfer. Currently, there is no charge for transfers;
however, the Account reserves the right to charge a transfer fee of $10.00 per
transfer after the first two in each Contract year to defray administrative
costs. Currently, unlimited transfers are permitted; however, the Account
reserves the right to limit the number of transfers made during each Contract
year a Contract is in existence. When the temporary Money Market Allocation
Amendment has been elected, no transfers may be made until the end of the free
look period (see "Free Look Period"). However, Contract Owners will be permitted
at least six transfers during each Contract year. THERE ARE ADDITIONAL
RESTRICTIONS ON TRANSFERS FROM THE GIA AS DESCRIBED ABOVE AND IN APPENDIX A.

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

SURRENDER OF CONTRACT; PARTIAL WITHDRAWALS

If the Annuitant is living, amounts held under the Contract may be withdrawn
in whole or in part prior to the Maturity Date, or after the Maturity Date under
Annuity Options K or L. Prior to the Maturity Date, the Contract Owner may
withdraw up to 10% of the Contract Value in a Contract Year, either in a lump
sum or by multiple scheduled or unscheduled partial surrenders, without the
imposition of a sales charge. During the first Contract Year, the 10% withdrawal
without a sales charge is only available on Contracts issued on or after May 1,
1996 and will be determined based on the Contract Value at the time of the first
partial surrender. In all subsequent years the 10% will be based on the previous
Contract anniversary value. A signed written request for withdrawal must be sent
to VPMO. 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 VPMO of a written notice in a
form satisfactory to Phoenix. Unless the Owner designates otherwise,
Accumulation Units redeemed in a partial withdrawal will be redeemed in each
Sub-account in the same proportion as the value of the Accumulation Units of the
Contract is then allocated among the Sub-accounts. Also, Contract Values in the
GIA will be withdrawn in a partial withdrawal in the same proportion as the
Contract Value is then allocated to the GIA, unless the Owner designates
otherwise. The redemption value of Accumulation Units may be more or less than
the purchase payments applied under the Contract to purchase the Accumulation
Units, depending upon the investment performance in each Sub-account. The
resulting cash payment will be made in a single sum, ordinarily within seven
days after receipt of such notice. However, redemption and payment may be
delayed under certain circumstances (see "Deferment of Payment"). There may be
adverse tax consequences to certain surrenders and partial withdrawals (see
"Surrenders or Withdrawals Prior to the Contract Maturity Date"). Certain
restrictions on redemptions are imposed on Contracts used in connection with
Internal Revenue Code Section 403(b) plans (see "Qualified Plans";
"Tax-Sheltered Annuities"). A deduction for sales charges may be imposed on
partial withdrawals from, and complete surrender of, a Contract (see "Sales
Charges"). Any sales charge is imposed on a first-in, first-out basis.

Any request for a withdrawal from, or complete surrender of, a Contract
should be mailed to Phoenix Variable Products Mail Operation, PO Box 8027,
Boston, Massachusetts 02266-8027.

<PAGE>

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

PAYMENT UPON DEATH BEFORE MATURITY DATE

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

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

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

NEW YORK INDIVIDUAL CONTRACTS ISSUED ON OR AFTER MAY 1, 1997
- --------------------------------------------------------------------------------
Individual Contracts issued in New York on or after May 1, 1997, have
certain differences from the other individual Contracts described in this
Prospectus. Other than the differences noted in this section, the Contracts are
the same as the other individual Contracts. These differences are reflected in
the "Summary of Expenses for Individual Contracts in New York issued on or after
May 1, 1997."

SALES CHARGES
A deduction for contingent deferred sales charges for these Contracts may be
taken from proceeds of withdrawals from, or complete surrender of, the Contract
if assets are not held under the Contract for a certain period (see the chart
below). Sales charges are not taken after the Annuity Period has begun, except
with respect to unscheduled withdrawals under Options K or L (see Annuity
Options). A sales charge is not imposed on amounts payable because of the death
of the Annuitant or Owner.

With respect to withdrawals or surrenders, up to 10% of the Contract Value
may be withdrawn in a Contract Year, either in a lump sum or by multiple
scheduled or unscheduled partial surrenders, without imposition of the sales
charge. During the first Contract Year, the 10% will be based on the Contract
Value at the time of the first partial surrender. In subsequent years, the 10%
will be based on the previous Contract anniversary value. The deduction for
sales charges, expressed as a percentage of the amounts redeemed greater than
the 10% allowable amount is as follows:

CONTINGENT DEFERRED
AGE OF DEPOSIT IN COMPLETE SALES CHARGE AS A
YEARS FROM PAYMENT DATE PERCENTAGE OF
UNIT RELEASED WAS CREDITE AMOUNT WITHDRAWN
------------------------- ----------------
0 7%
1 6%
2 5%
3 4%
4 3%
5 2%
6 1%
7 and thereafter 0%

In the event of the death of the Annuitant or Owner before the Maturity
Date, the sales charge described in the table above will not apply.

DAILY ADMINISTRATIVE FEE
Phoenix charges each Sub-account the daily equivalent of 0.125% annually of
the accumulated value of the Sub-account to cover its variable costs of
administration (such as printing and distribution of materials pertaining to
Contract Owner meetings). This cost-based fee is not deducted from the GIA nor
from Contracts sold to registered representatives of PEPCO or broker/dealers
with whom PEPCO has selling agreements, or to officers, directors and employees
of Phoenix or its affiliates and their spouses or to employees or agents who
retire from Phoenix or its affiliates or PEPCO.

MATURITY DATE
The Maturity Date cannot be earlier than five years from the inception of
the Contract, nor later than the Annuitant's age 95.

PAYMENT UPON DEATH BEFORE MATURITY DATE
If the Owner/Annuitant 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. Upon the death of the Annuitant or an Owner/Annuitant who has not
yet attained age 85, the death benefit (less any deferred premium tax) is
calculated according to the following method:

1. Death occuring in the first Contract Year -- the greater of:

a. 100% of purchase payments, less any withdrawals; or

<PAGE>

b. the Contract Value next determined following receipt of a
certified copy of the death certificate at VPMO.

2. Death occuring in the second Contract Year or any subsequent
Contract Year -- the greater of:

a. the death benefit at the end of the previous Contract Year,
plus 100% of purchase payments, less any withdrawals
made since that date; or

b. the Contract Value next determined following receipt of a
certified copy of the death certificate at VPMO.

After the Annuitant's age 85, the death benefit (less any deferred premium
tax) equals the Contract Value (no surrender charge is imposed) next determined
following receipt of a certified copy of the death certificate at VPMO.

Upon the death of an Owner who is not the Annuitant, provided that there is
no surviving joint Owner, the death proceeds will be paid to the Owner's
Beneficiary. The amount of death benefit payable is equal to the greater of:

a. 100% of purchase payments, less withdrawals; or

b. the Contract Value next determined following receipt of a
certified copy of the death certificate at VPMO.

If the Owner or Owner/Annuitant's beneficiary elects to defer payment of the
death proceeds for a period longer than one Contract Year, the death proceeds
that will be payable upon distribution is equal to the greater of:

a. 100% of purchase payments, less withdrawals; or

b. the Contract Value next determined following written
authorization for distribution and; receipt of a certified copy
of the death certificate at VPMO.

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

THE ANNUITY PERIOD
- --------------------------------------------------------------------------------
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 for life and, if the Annuitant dies
within ten years after the Maturity Date, the Annuitant's beneficiary will be
paid the payments remaining in the ten-year period. A different form of annuity
may be elected by the Owner prior to the Maturity Date. Once annuity payments
have commenced, the Annuity Option may not be changed.

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

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

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

ANNUITY OPTIONS
Unless an alternative annuity payment option is elected on or before the
Maturity Date, the amounts held under a Contract on the Maturity Date will be
automatically applied to provide a 10-year period certain variable payment
monthly life annuity based on the life of the Annuitant under Option I described
below. Any annuity payments falling due after the death of the Annuitant during
the period certain will be paid to the Annuitant's beneficiary. Each annuity
payment will be based upon the value of the Annuity Units credited to the
Contract. The number of Annuity Units in each Sub-account to be credited is
based on the value of the Accumulation Units in that Sub-account and the
applicable annuity purchase rate. The purchase rate differs according to the
payment option selected and the age of the Annuitant. The value of the Annuity
Units will vary with the investment performance of each Sub-account to which
Annuity Units are credited based on an assumed investment return of 4 1/2% per
year. This rate is

<PAGE>

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 VPMO on or before the Maturity Date
of the Contract, elect any of the other annuity payment options described below.
If the Maturity Date occurs in the first Contract year, only Options I, J, K, L,
M or N may be elected. No surrender charge will be assessed under any annuity
option unless unscheduled withdrawals are made under Annuity Options K or L.

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

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

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

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

OPTION C--DISCONTINUED

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

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

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

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

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

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

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

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

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

OPTION K--VARIABLE PAYMENT ANNUITY FOR A SPECIFIED PERIOD

Provides variable payout monthly income installments for a specified period
of time, whether the Annuitant lives or dies. The period certain specified must
be in whole numbers of years from 5 to 30. However, the period certain selected
by the beneficiary of any death benefit under the Contract may not extend beyond
the life expectancy of such beneficiary. A Contract Owner may request an
unscheduled withdrawal representing part or all of the remaining

<PAGE>

Contract Value (less any applicable contingent deferred sales charge) at any
time under Option K.

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

DEFERMENT OF PAYMENT

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

FREE LOOK PERIOD

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

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

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

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

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

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

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

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

TAX STATUS
Phoenix is taxed as a life insurance company under Part 1 of Sub-chapter L
of the Code. Since the Account is not a separate entity from Phoenix and its
operations form a part of Phoenix, it will not be taxed separately as a
"regulated investment company" under

<PAGE>

Sub-chapter M of the Code. Investment income and realized capital gains on the
assets of the Account are reinvested and taken into account in determining the
Contract Value. Under existing federal income tax law, the Account's investment
income, including realized net capital gains, is not taxed to Phoenix. Phoenix
reserves the right to make a deduction for taxes should they be imposed with
respect to such items in the future.

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

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

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

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

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

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

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

ADDITIONAL CONSIDERATIONS
1. DISTRIBUTION-AT-DEATH RULES.
In order to be treated as an annuity contract for federal income tax
purposes, a Contract must provide the following two distribution rules: (a)
if the Contract Owner dies on or after the Contract Maturity Date, and
before the entire interest in the Contract has been distributed, the
remainder of the Contract Owner's interest will be distributed at least as
quickly as the method in effect on the Contract Owner's death; and (b) if a
Contract Owner dies before the Contract Maturity Date, the Contract Owner's
entire interest generally must be distributed

<PAGE>

within five (5) years after the date of death, or if payable to a designated
beneficiary may be annuitized over the life of that beneficiary or over a
period not extending beyond the life expectancy of that beneficiary, and
must commence within one (1) year after the Contract Owner's date of death.
If the beneficiary is the spouse of the Contract Owner, the Contract
(together with the deferral of tax on the accrued and future income
thereunder) may be continued in the name of the spouse as Contract Owner.
These distribution requirements do not apply to annuity contracts under
Qualified Plans (other than Code Section 457 Plans).

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

4. CORPORATE PENSION AND PROFIT-SHARING PLANS.
Code Section 401(a) permits corporate employers to establish
various types of retirement plans for employees. Such retirement

<PAGE>

plans may permit the purchase of Contracts to provide benefits thereunder
(see "Group Contracts").

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

Contract Owner inquiries and requests for a Statement of Additional
Information should be directed to Phoenix Variable Products Mail Operation in
writing at P.O. Box 8027, Boston, Massachusetts 02266-8027, or by calling
Variable Products Operations at (800) 447-4312.

<PAGE>

APPENDIX A

THE GUARANTEED INTEREST ACCOUNT

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

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

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

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

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

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

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

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

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

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

<PAGE>

APPENDIX B

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

<TABLE>
<CAPTION>
UPON UPON
STATE PURCHASE(1) ANNUITIZATION NON-QUALIFIED QUALIFIED
- ----- ----------- ------------- ------------- ---------

<S> <C> <C> <C> <C>
California .......................................... X 2.35% 0.50%

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

PART B

INFORMATION REQUIRED IN A
STATEMENT OF ADDITIONAL INFORMATION

<PAGE>

[VERSION A]

PHOENIX HOME LIFE VARIABLE ACCUMULATION ACCOUNT
VARIABLE ACCUMULATION ANNUITY CONTRACTS
ISSUED BY
PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY

101 Munson Street
Greenfield, Massachusetts 01301
Telephone: (800) 447-4312

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

mailing address:

Phoenix Variable Products Mail Operation
P.O. Box 8027
Boston, Massachusetts 02266-8027

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information is not a Prospectus and should be
read in conjunction with the Prospectus, dated May 1, 1997 which is available
without charge by contacting Phoenix Home Life Mutual Insurance Company at the
above address or at the above telephone number.

May 1, 1997

TABLE OF CONTENTS

PAGE

Underwriter.................................................. B-2

Calculation of Yield and Return ............................. B-2

Calculation of Annuity Payments ............................. B-3

Experts ..................................................... B-4

Financial Statements......................................... B-5

B-1

<PAGE>

UNDERWRITER
- --------------------------------------------------------------------------------

The offering of Contracts is made on a continuous basis by Phoenix Equity
Planning Corporation ("PEPCO"), an affiliate of Phoenix Home Life Mutual
Insurance Company ("Phoenix"). In 1994, 1995 and 1996, aggregate underwriting
commissions paid to PEPCO on the sales of the Contracts were $31,557,402,
$27,332,540 and $(to be filed by Amendment), respectively, and retained $(to
be filed by Amendment) in 1996.

CALCULATION OF YIELD AND RETURN
- --------------------------------------------------------------------------------
Yield of the Money Market Sub-account. As summarized in the Prospectus under
the heading "Performance History," the yield of the Money Market Sub-account for
a seven-day period (the "base period") will be computed by determining the "net
change in value" (calculated as set forth below) of a hypothetical account
having a balance of one share at the beginning of the period, dividing the net
change in account value by the value of the account at the beginning of the base
period to obtain the base period return, and multiplying the base period return
by 365/7 with the resulting yield figure carried to the nearest hundredth of one
percent. Net changes in value of a hypothetical account will include net
investment income of the account (accrued daily dividends as declared by the
underlying funds, less daily expense charges of the account) for the period, but
will not include realized gains or losses or unrealized appreciation or
depreciation on the underlying fund shares. Mortality and expense risk charges
of 0.40% and 0.85%, respectively, are reflected.

The Money Market Sub-account yield and effective yield will vary in response
to fluctuations in interest rates and in the expenses of the Sub-account.

The current yield and effective yield reflect recurring charges at the
Account level, including the maximum annual administrative fee.

Example:

Money Market Sub-account

The following is an example of this yield calculation for the Sub-account
based on a seven-day period ending December 31, 1995.

Assumptions:

CONTRACTS
CONTRACTS ASSESSING
ASSESSING .85% EXPENSE
.85% EXPENSE CHARGE & .125%
CHARGE DAILY ADMIN. FEE

Value of a hypothetical pre-existing
account with exactly one
unit at the beginning of the period:... 1.998416
Value of the same account (excluding
capital changes) at the
end of the seven-day period ........... 2.000092
Calculation:

Ending account value .................. 2.000092 (to be filed
Less beginning account value .......... 1.998416 by
Net change in account value ........... 0.001676 Amendment)

Base period return:
(adjusted change/beginning
account value)......................... 0.000839
Current yield = return X (365/7) =..... 4.37%
Effective yield = [(1 + return) 365/7] - 1 = 4.47%

At any time in the future, yields and total return may be higher or lower
than past yields and there can be no assurance that any historical results will
continue.

The method of calculating yields described above for the Money Market
Sub-account differs from the method used by the Sub-account prior to May 1,
1988. The denominator of the fraction used to calculate yield was, prior to May
1, 1988, the average unit value for the period calculated. That denominator was
thereafter the unit value of the Sub-account on the last trading day of the
period calculated.

Calculation of Total Return. As summarized in the Prospectus under the
heading "Performance History," total return is a measure of the change in value
of an investment in a Sub-account over the period covered. The formula for total
return used herein includes four steps: (1) adding to the total number of units
purchased by a hypothetical $1,000 investment in the Sub-account; (2)
calculating the value of the hypothetical initial investment of $1,000 as of the
end of the period by multiplying the total number of units owned at the end of
the period by the unit value per unit on the last trading day of the period; (3)
assuming redemption at the end of the period and deducting any applicable
contingent deferred sales charge and (4) dividing this account value for the
hypothetical investor by the initial $1,000 investment. Total return will be
calculated for one year, five years and ten years or some other relevant periods
if a Sub-account has not been in existence for at least 10 years.

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

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

Each Sub-account may, from time to time, include its yield and total return
in advertisements or information furnished to present or prospective Contract
Owners. Each Sub-account may, from time to time, include in advertisements
containing total return (and yield in the case of certain Sub-accounts) the
ranking of those performance figures relative to such figures for groups of
mutual funds categorized as having the same investment objectives by Lipper
Analytical Services, CDA Investment Technologies, Inc., Weisenberger Financial
Services, Inc., Morningstar, Inc. and Tillinghast. Additionally, the Fund may
compare a Series' performance results to other investment or savings vehicles
(such as certificates of deposit) and may refer to results published in various
publications such as Changing Times, Forbes, Fortune, Money, Barrons, Business
Week, Investor's Daily, The Stanger Register, Stanger's Investment Adviser, The
Wall Street Journal, The New York Times, Consumer Reports, Registered

B-2

<PAGE>

Representative, Financial Planning, Financial Services Weekly, Financial World,
U.S. News and World Report, Standard & Poor's, The Outlook and Personal
Investor. The Fund may, from time to time, illustrate the benefits of
tax deferral by comparing taxable investments to investments made through
tax-deferred retirement plans.

The total return and yield also may be used to compare the performance of
the Sub-accounts against certain widely acknowledged outside standards or
indices for stock and bond market performance. The Standard & Poor's Composite
Index of 500 Stocks (the "S&P 500") is a market value-weighted and unmanaged
index showing the changes in the aggregate market value of 500 stocks relative
to the base period 1941-43. The S&P 500 is composed almost entirely of common
stocks of companies listed on the New York Stock Exchange,although the common
stocks of a few companies listed on the American Stock Exchange or traded
over-the-counter are included. The 500 companies represented include 400
industrial, 60 transportation and 40 financial services concerns. The S&P 500
represents about 80% of the market value of all issues traded on the New York
Stock Exchange.

The manner in which total return and yield will be calculated is described
above. The following table summarizes the calculation of total return and yield
for each Sub-account, where applicable, through December 31, 1996 for
Contracts assessing a .85% expense charge and no daily administration fee.

AVERAGE ANNUAL TOTAL RETURN AS OF DECEMBER 31, 1996
---------------------------------------------------

PERIODS ENDED
- -------------------------------------------------------------------
SUB-ACCOUNT 1 YEAR 5 YEAR 10 YEAR INCEPTION
- -------------------------------------------------------------------

Money Market............ (0.48)% 2.74% 4.51% 5.17%
Growth.................. 23.27% 18.32% 15.30% 17.28%
Multi-Sector............ 16.34% 10.51% 8.96% 9.42%
Allocation.............. 11.35% 11.37% 10.58% 11.41%
International........... 3.19% 7.94% N/A 5.19%
Balanced................ 16.16% N/A N/A 7.78%
Real Estate............. N/A N/A N/A 9.82%
Theme................... N/A N/A N/A ___%
Asia.................... N/A N/A N/A ___%
U.S. Small Cap.......... N/A N/A N/A 8.16%
Int'l. Small Cap........ N/A N/A N/A 25.40%

Below are quotations of average annual total return for Contracts issued on
or after May 1, 1997, assessing an .85% expense charge and .125% daily
administration fee, calculated as described above.

AVERAGE ANNUAL TOTAL RETURN
FOR THE PERIOD ENDED 12/31/96
-----------------------------

COMMENCE- 10 LIFE OF
SUB-ACCOUNT MENT DATE 1 YEAR 5 YEARS YEARS FUND
- ----------- --------- ------ ------- ----- ----
Multi-Sector... 1/1/83
Balanced....... 5/1/92
Allocation..... 9/17/84
Growth......... 1/1/83
International.. 5/1/90 (to be filed by Amendment)
Money Market... 10/10/82
Real Estate.... 5/1/95
Theme.......... 1/29/96
Asia........... 9/15/96
U.S. Small Cap. 5/1/95
Int'l Small Cap 5/1/95

NOTE: Average annual total return assumes a hypothetical initial
payment of $1,000. At the end of each period, a total surrender
is assumed. Administrative charges and contingent deferred
sales loads, if applicable, are deducted to determine ending
redeemable value of the original payment. Then, the ending
redeemable value is divided by the original investment to
calculate total return.

CALCULATION OF ANNUITY PAYMENTS
- --------------------------------------------------------------------------------

VARIABLE ANNUITY PAYMENTS

Unless an alternative annuity payment option is elected on or before the
Contract Maturity Date, the Accumulation Value of the Contract on the Maturity
Date will be automatically applied to provide a Variable Payment Life Annuity
with Ten Year Period Certain based on the Annuitant's life under annuity payment
Option I as described in the Prospectus. Any annuity payments falling due after
the Annuitant's death during the period certain will be paid to the Beneficiary.

If the amount to be applied on the Maturity Date is less than $2,000 or
would result in monthly payments of less than $20, Phoenix shall have the
right to pay such amount in one lump sum in lieu of providing the annuity
payments. Phoenix also will have the right to change the annuity payment
frequency to annually if the monthly annuity payment otherwise would be less
than $20.

Under the Variable Payment Life Annuity with Ten Year Period Certain
(payment Option I), the first monthly income payment is due on the Maturity
Date. Thereafter, payments are due on the same day of the month as the first
payment was due, or if such date does not fall within a particular month, then
the future payment is due on the first Valuation Date to occur in the following
month. Payments will continue during the lifetime of the Annuitant, or, if
later, until the end of the Ten Year Period Certain starting with the date the
first payment is due.

The Variable Income Table below shows the minimum amount of the first
monthly payment for each $1,000 of Accumulation Value applied. The minimum first
payments shown are based on the 1983 table, an annuity table projected to the
year 2000 with Projection Scale G, and with Projection Scale G thereafter, and
an effective assumed investment return of 4 1/2%. The actual payments will be
based on the monthly payment rate Phoenix is using when the first payment is
due. They will not be less than those shown in the Variable Income Table.

VARIABLE INCOME TABLE

Minimum monthly payment rate for first payment for each $1,000 applied.
Based on 4 1/2% assumed investment return.

ADJUSTED AGE* MALE FEMALE
------------- ---- ------
40 4.31 4.14
45 4.51 4.28
50 4.76 4.47
55 5.09 4.73
60 5.52 5.07
65 6.10 5.53
70 6.83 6.17
75 7.69 7.00
80 8.62 8.01
85 9.46 9.04

B-3
<PAGE>

* Age on birthday nearest due date of the first payment.
Monthly payment rates for ages not shown will be
furnished on request.

In determining the amount of the first payment, the amounts held under the
Variable Payment Option in each Sub-account are multiplied by the rates Phoenix
is using for the Option on the first Payment Calculation Date. The Payment
Calculation Date is the earliest Valuation Date that is not more than 10 days
before the due date of the payment. The first payment equals the total of such
figures determined for each Sub-account.

Future payments are measured in Annuity Units and are determined by
multiplying the Annuity Units in each Sub-account with assets under the Variable
Payment Option by the Annuity Unit Value for each Sub-account on the Payment
Calculation Date that applies. The number of Annuity Units in each Sub-account
with assets under a Variable Payment Option is equal to the portion of the first
payment provided from that Sub-account divided by the Annuity Unit Value for
that Sub-account on the first Payment Calculation Date. The payment will equal
the sum of such amounts from each Sub-account.

All Annuity Unit Values in each Sub-account were set at $1.000000 on the
first Valuation Date selected by Phoenix. The value of an Annuity Unit on any
date thereafter is equal to (a) the Net Investment Factor for that Sub-account
for the Valuation Period divided by (b) the sum of 1.000000 and the rate of
interest for the number of days in the Valuation Period, based on an effective
annual rate of interest equal to the assumed investment return, and multiplied
by (c) the corresponding Annuity Unit Value on the preceding Valuation Date.

The assumed investment return of 4 1/2% per year is the annual interest rate
assumed in determining the first payment. The amount of each subsequent payment
from each Sub-account will depend on the relationship between the assumed
investment return and the actual investment performance of the Sub-account. If a
4 1/2% rate would result in a first variable payment larger than that permitted
under applicable state law, we will select a lower rate that will comply with
such law.

No partial or full surrenders, withdrawals, transfers or additional premium
payments may be made with respect to any assets held under Variable Payment
Options I and J. Although no transfers or additional premium payments may be
made with respect to assets held under Option K, under this option partial or
full surrenders may be made.

FIXED ANNUITY PAYMENTS
Fixed monthly annuity payments under a Contract are determined by applying
the Contract Value to the respective annuity purchase rates on the Maturity Date
of a Contract or other date elected for commencement of fixed annuity payments.

Under a Contract, the amount of the fixed annuity payment is calculated by
first multiplying the number of the Sub-accounts' Accumulation Units credited to
the Contract on the Maturity Date by the appropriate Unit Value for each
Sub-account on the Maturity Date. The dollar value for all Sub-accounts'
Accumulation Units is then aggregated, along with the dollar value of any
investment in the Guaranteed Interest Account. For each Contract, the resulting
dollar value is then multiplied by the applicable annuity purchase rate, which
reflects the age (and sex for non-tax qualified plans) of the Annuitant
specified in the Contract for the Fixed Payment Annuity Option selected. This
computation determines the amount of Phoenix's fixed monthly annuity payment
to the Annuitant.

The mortality table used as a basis for the applicable annuity purchase
rates is the a-49 Individual Annuity Mortality Table at 3 3/8% interest
projected to 1985 at Projection Scale B. More favorable rates may be available
on the Maturity Date or other dates elected for commencement of fixed annuity
payments.

EXPERTS
- --------------------------------------------------------------------------------

The consolidated financial statements of Phoenix and the financial
statements of the Account have been examined by Price Waterhouse LLP,
independent public accountants, whose reports are set forth herein, and the
financial statements have been included upon the authority of said firm as
experts in accounting and auditing. Price Waterhouse LLP, whose address is One
Financial Plaza, Hartford, Connecticut, also provides other accounting and
tax-related services as requested by the Account and Phoenix from time to
time.

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

Legal matters relating to the validity of the securities being issued
have been passed upon by Richard J. Wirth, Counsel, Phoenix Home
Life Mutual Insurance Company, Hartford, CT.

B-4

<PAGE>

PHOENIX HOME LIFE VARIABLE ACCUMULATION ACCOUNT

FINANCIAL STATEMENTS
DECEMBER 31, 1996

[To be filed by amendment]

B-5

<PAGE>

PHOENIX HOME LIFE MUTUAL
INSURANCE COMPANY
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995

[To be filed by amendment]

B-19
<PAGE>

PART C

OTHER INFORMATION

Registrant hereby represents that, in imposing certain restrictions upon
withdrawals from some annuity contracts, it is relying upon the no-action
letter given to the American Council of Life Insurance (publicly available
November 28, 1988) (Ref. No. 1P-6-88) regarding compliance with Section 403(b)
(ii) of the Internal Revenue Code and that it is in compliance with the
conditions for reliance upon that letter set forth therein.

Pursuant to Section 26(e)(2)(A) of the Investment Company Act of 1940, as
amended, Phoenix Home Life Mutual Insurance Company represents that the fees and
charges deducted under the Contracts, in the aggregate, are reasonable in
relation to the expenses expected to be incurred and the risks to be assumed
thereunder by Phoenix Home Life Mutual Insurance Company.

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements
The financial statements are included in Part B. Consolidated
financial information is included in Part A.
(b) Exhibits

Items (1) through (3) are incorporated by reference to
registrant's Post-Effective Amendment No. 1 to its Form N-1
Registration Statement dated April 30, 1983 ("Post-Effective
No. 1").
(3)(a) Form of Underwriting Agreement (Templeton Investment
Plus) and Form of Dealer Agreement (Templeton
Investment Plus) are incorporated by reference to
registrant's Post-Effective Amendment No. 13 to its
Form N-4 Registration Statement dated May 1, 1988
("Post-Effective No. 13").
(3)(b) Master Service and Distribution Compliance Agreement
between Depositor and Phoenix Equity Planning Corporation
dated December 31, 1996 filed via Edgar herewith.
(4)(a) Form of Big Edge Choice Contract (Form Number D602)
filed via Edgar herewith.
(5)(a) Form of application for Big Edge Choice filed via Edgar
herewith.
Items (4) and (5) are incorporated by reference to registrant's
Post-Effective Amendment No. 9 to its Form N-4 Registration
Statement filed October 23, 1986. Additional forms of Contracts
and Applications are incorporated by reference to registrant's
Post-Effective No. 13 and Post-Effective No. 21.
(6) Articles and By-Laws of Phoenix Home Life are incorporated
by reference to registrants Post-Effective Amendment No. 18
to its Form N-4 Registration Statement filed June 22, 1992.
(7) Not Applicable
Item (8) is incorporated by reference to registrant's
Post-Effective No. 13.
(9) See Item 10(c) below.
(10)(a) Written Consent of Jorden Burt Berenson & Johnson LLP to
be filed by Amendment.
(10)(b) Written Consent of Price Waterhouse LLP to be filed by
Amendment.
(10)(c) Written Consent and Opinion as to Legality of Securities
Being Registered to be filed by Amendment.

(11) Not Applicable
(12) Not Applicable

(13)(a) Explanation of Yield and Effective Yield Calculation
was filed via Edgar with registrant's Post-Effective
Amendment No. 24 on April 29, 1996 and is incorporated
herein by reference.
(13)(b) Explanation of Total Return Calculation was filed via
Edgar with registrant's Post-Effective Amendment No. 24
on April 29, 1996 and is incorporated herein by
reference.

(14) Not Applicable

(15) Powers of Attorney were filed via Edgar with registrant's
Post-Effective Amendment No. 24 on April 29, 1996 and are
incorporated herein by reference.

C-1
<PAGE>

ITEM 25. DIRECTORS AND EXECUTIVE OFFICERS OF THE DEPOSITOR

<TABLE>
<S> <C> <C>
NAME PRINCIPAL BUSINESS ADDRESS POSITIONS WITH DEPOSITOR

Sal H. Alfiero Chairman and Chief Executive Officer Director
Mark IV Industries, Inc.
Amherst, NY

J. Carter Bacot Chairman and Chief Executive Officer Director
The Bank of New York
New York, NY

Carol H. Baldi President Director
Carol H. Baldi, Inc.
New York, NY

Peter C. Browning President Director
Sonoco Products Company
Hartsville, SC

Richard N. Cooper, Ph.D. Chairman, National Intelligence Council Director
Central Intelligence Agency
Washington, D.C.

Gordon J. Davis, Esq. Partner Director
LeBoeuf, Lamb, Greene & MacRae
New York, NY

Robert W. Fiondella Phoenix Home Life Mutual Chairman of the Board,
Insurance Company President and Chief
Hartford, CT Executive Officer

Jerry J. Jasinowski President Director
National Association of Manufacturers
Washington, D.C.

John W. Johnstone Chairman, President and Chief Director
Executive Officer, Olin Corporation
Stamford, CT

Marilyn E. LaMarche Limited Managing Director Director
Lazard Freres & Co. LLP
New York, NY

Philip R. McLoughlin Phoenix Home Life Director
Mutual Insurance Company
Hartford, CT

Charles J. Paydos Phoenix Home Life Director
Mutual Insurance Company
Hartford, CT

Herbert Roth, Jr. Former Chairman Director
LFE Corporation
Clinton, MA

Robert F. Vizza President and Chief Executive Officer Director
St. Francis Hospital
Roslyn, NY

Wilson Wilde Chairman, Executive Committee Director
The Hartford Steam Boiler
Inspection and Insurance Company
Hartford, CT

</TABLE>
C-2
<PAGE>
<TABLE>
<S> <C> <C>

Robert G. Wilson Former General Partner Director
Goldman Sachs
New York, NY

Richard H. Booth* Executive Vice President
Strategic Development

Philip R. McLoughlin* Executive Vice President
and Chief Investment
Officer

Charles J. Paydos** Executive Vice President

David W. Searfoss* Executive Vice President
and Chief Financial Officer

Dona D. Young* Executive Vice President
Individual Insurance and
General Counsel

Kelly J. Carlson* Senior Vice President
Career Organization

Carl T. Chadburn** Senior Vice President

Robert G. Chipkin* Senior Vice President and
Corporate Actuary

Martin J. Gavin* Senior Vice President

Randall C. Giangiulio** Senior Vice President
Group Sales

Joan E. Herman* Senior Vice President

Edward P. Hourihan* Senior Vice President
Information Systems

Joseph E. Kelleher** Senior Vice President

Robert G. Lautensack, Jr.* Senior Vice President

Scott C. Noble* Senior Vice President
Real Estate

Robert E. Primmer* Senior Vice President
Brokerage and PPGA
Distribution

Frederick W. Sawyer, III* Senior Vice President

Richard C. Shaw* Senior Vice President
International and
Corporate Development

Simon Y. Tan* Senior Vice President
Individual Market
Development

Anthony J. Zeppetella Senior Vice President

</TABLE>

* The principal business address of each of these individuals is One American
Row, Hartford, Connecticut 06115.

** The principal business address of each of these individuals is 100 Bright
Meadow Boulevard, P.O. Box 2200, Enfield, Connecticut 06082-2200.

C-3

<PAGE>

ITEM 26. NOT APPLICABLE

ITEM 27. NUMBER OF CONTRACTOWNERS

On March 30, 1997, there were (to be filed by Amendment) Owners of
Contracts offered by Registrant.

ITEM 28. INDEMNIFICATION

Section 723 of the New York Business Corporation Law, as made applicable to
insurance companies by Section 108 of the New York Insurance Law, provides that
a corporation may indemnify any director or officer of the corporation made, or
threatened to be made, a party to an action or proceeding other than one by or
in the right of the corporation to procure a judgment in its favor, whether
civil or criminal, including an action by or in the right of any other
corporation of any type or kind, by reason of the fact that he, his testator or
intestate, served such other corporation in any capacity at the request of the
indemnifying corporation.

Article VI Section 6.1 of the By-Laws of the Phoenix Home Life Mutual
Insurance Company provides: "To the full extent permitted by the laws of the
State of New York, the Company shall indemnify any person made or threatened to
be made a party to any action, proceeding or investigation, whether civil or
criminal, by reason of the fact that such person...is or was a Director or
Officer of the Company; or...serves or served another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise in any capacity
at the request of the Company, and also is or was a Director or Officer of the
Company...The Company shall also indemnify any [such] person...by reason of the
fact that such person or such person's testator or intestate is or was an
employee or agent of the Company...."

Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

ITEM 29. PRINCIPAL UNDERWRITERS

1. Phoenix Equity Planning Corporation ("PEPCO")

(a) PEPCO currently distributes securities of the Phoenix Duff &
Phelps Funds, Phoenix Funds and Phoenix Home Life Variable
Universal Life Account in addition to those of the Registrant.

(b) Directors and Officers of PEPCO

NAME AND PRINCIPAL POSITIONS AND OFFICES
BUSINESS ADDRESS WITH UNDERWRITER
- ---------------- ----------------
Michael E. Haylon*** Director
David R. Pepin** Director and Executive Vice President
Philip R. McLoughlin* Director and President
Paul Atkins*** Senior Vice President and Sales Manager
Maris Lambergs** Senior Vice President, Insurance and
Independent Division
William R. Moyer** Senior Vice President and Chief
Financial Officer
Leonard J. Saltiel** Managing Director
G. Jeffrey Bohne**** Vice President, Mutual Fund Customer
Service
Eugene A. Charon** Vice President and Controller
Nancy G. Curtiss*** Vice President and Treasurer,
Fund Accounting
Elizabeth R. Sadowinski** Vice President, Administration
Thomas N. Steenburg* Vice President, Counsel and Secretary

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

* The principal business address of each of these individuals is
One American Row, Hartford, Connecticut 06102-5056.

** The principal business address of each of these individuals is 100
Bright Meadow Boulevard, P.O. Box 2200, Enfield, Connecticut 06083-2200.

*** The principal business address of each of these individuals is 56
Prospect Street, Hartford, Connecticut 06115-0480.

**** The principal business address is 101 Munson Street, Greenfield,
Massachusetts 01302-0810.

C-4

<PAGE>

<TABLE>

<S> <C> <C> <C> <C>
NAME OF NET UNDERWRITING COMPENSATION BROKERAGE
PRINCIPAL UNDERWRITER DISCOUNTS AND COMMISSIONS ON REDEMPTION COMMISSIONS COMPENSATION
- --------------------- ------------------------- ------------- ----------- ------------
PEPCO $(to be filed by -0- -0- -0-
Amendment)
</TABLE>

PEPCO received no other out-of-pocket compensation from Phoenix
Home Life.

2. Franklin Templeton Distributors, Inc. ("FTD")

(a) FTD currently distributes securities of Templeton Global Investment
Trust, Templeton Growth Fund, Inc., Templeton Funds, Inc., Templeton Smaller
Companies Growth Fund, Inc., Templeton Income Trust, Templeton Real Estate
Securities Fund, Templeton Capital Accumulator Fund, Inc., Templeton Developing
Markets Trust, Templeton American Trust, Inc., Templeton Institutional Funds,
Inc., Templeton Global Opportunities Trust, AGE High Income Fund, Inc., Franklin
Balance Sheet Investment Fund, Franklin California Tax Free Income Fund, Inc.,
Franklin California Tax Free Trust, Franklin Custodian Funds, Inc., Franklin
Equity Fund, Franklin Federal Tax-Free Income Fund, Franklin Gold Fund, Franklin
Investors Securities Trust, Franklin Managed Trust, Franklin Municipal
Securities Trust, Franklin New York Tax-Free Income Fund, Franklin New York
Tax-Free Trust, Franklin Premier Return Fund, Franklin Strategic Series,
Franklin Tax-Advantaged High Yield Securities Fund, Franklin Tax-Advantaged
International Bond Fund, Franklin Tax-Advantaged U.S. Government Securities
Fund, Franklin Tax-Free Trust, Institutional Fiduciary Trust, Franklin Value
Investors Trust, Franklin Templeton International Trust, Franklin Templeton
Global Trust, Franklin Templeton Money Fund Trust, Franklin Money Fund, Franklin
Federal Money Fund, Franklin Tax Exempt Money Fund, Franklin Real Estate
Securities Trust and Franklin Templeton Japan Fund, in addition to those of the
Registrant.

(b) Directors and Officers of FTD

NAME AND PRINCIPAL POSITIONS AND OFFICES WITH
BUSINESS ADDRESS UNDERWRITER
- ---------------- -----------
Charles B. Johnson Director and Chairman of the Board
Gregory E. Johnson President
Rupert H. Johnson, Jr. Director and Executive Vice President
Harmon E. Burns Director and Executive Vice President
Kenneth V. Domingues Senior Vice President
Kenneth A. Lewis Treasurer
Deborah R. Gatzek Senior Vice President and Assistant Secretary
Charles E. Johnson Senior Vice President
William J. Lippman Senior Vice President
Edward V. McVey Senior Vice President
Richard C. Stoker Senior Vice President
James K. Blinn Vice President
Richard O. Conboy Vice President
Jimmy A. Escobedo Vice President
Loretta Fry Vice President
Robert N. Geppner Vice President
Michael Hackett Vice President
Peter Jones Vice President
Phil J. Kearns Vice President
Kenneth Leder Vice President
Jack Lemein Vice President
John R. McGee Vice President
Thomas M. Mistele Vice President
Harry G. Mumford Vice President
Vivian J. Palmieri Vice President

C-5

<PAGE>

Kent P. Strazza Vice President
Leslie M. Kratter Secretary
John R. Kay Assistant Vice President
Karen DeBellis Assistant Treasurer
Phillip A. Scatena Assistant Treasurer

The principal business address of each of these individuals is 700
Central Avenue, St. Petersburg, Florida 33701.

<TABLE>

</TABLE>

FTD received no other out-of-pocket compensation from Phoenix Home Life.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

Item 7, Part II of Registrant's Post-Effective Amendment No. 1 to Form
N-1 is hereby incorporated by reference.

ITEM 31. MANAGEMENT SERVICES

Not applicable.

ITEM 32. UNDERTAKINGS

Registrant hereby undertakes:

(a) to file a post-effective amendment to this registration
statement as frequently as is necessary to ensure that the
audited financial statements contained therein are never more
than 16 months old for so long as payments under the Contracts
may be made;

(b) to include as part of any application to purchase a Contract
offered by the prospectus, a space that an applicant can check
to request a Statement of Additional Information;

(c) to deliver any Statement of Additional Information and any
financial statements required to be made available under this
form promptly upon written or oral request.

C-6
<PAGE>
SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this Amendment to its Registration Statement
to be signed on its behalf, in the City of Hartford and State of Connecticut on
this 28th day of February, 1997.

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY

By: *Robert W. Fiondella
-------------------------
Robert W. Fiondella
Chief Executive Officer

PHOENIX HOME LIFE VARIABLE ACCUMULATION ACCOUNT

By: *Robert W. Fiondella
-------------------------
Robert W. Fiondella
Chief Executive Officer
of Phoenix Home Life Mutual Insurance Company

As required by the Securities Act of 1933, this Amendment to the
Registration Statement has been signed below by the following persons in the
capacities indicated with Phoenix Home Life Mutual Insurance Company on this
28th day of February, 1997.

Signature Title
--------- -----

- --------------------------- Director
*Sal H. Alfiero

- --------------------------- Director
*J. Carter Bacot

- --------------------------- Director
*Carol H. Baldi

- --------------------------- Director
*Peter C. Browning

- --------------------------- Director
*Richard N. Cooper

- --------------------------- Director
*Gordon J. Davis

- --------------------------- Chairman of the Board,
*Robert W. Fiondella President and Chief Executive Officer
(Principal Executive Officer)

- --------------------------- Director
*Jerry J. Jasinowski

S-1

<PAGE>

- --------------------------- Director
*John W. Johnstone

- --------------------------- Director
*Marilyn E. LaMarche

- --------------------------- Director
*Philip R. McLoughlin

- --------------------------- Director
*Charles J. Paydos

- --------------------------- Director
*Herbert Roth, Jr.

- --------------------------- Director
*Robert F. Vizza

- --------------------------- Director
*Wilson Wilde

- --------------------------- Director
*Robert G. Wilson

By: /S/ DONA D. YOUNG
----------------------------

*DONA D. YOUNG, as Attorney in Fact Pursuant to Powers of Attorney, copies of
which were filed previously.

S-2
<PAGE>

EXHIBIT 99.3(b)

MASTER SERVICE AND DISTRIBUTION COMPLIANCE AGREEMENT
<PAGE>

MASTER SERVICE AND DISTRIBUTION COMPLIANCE AGREEMENT

THIS AGREEMENT, made this 31st day of December, 1996, by and among
Phoenix Home Life Mutual Insurance Company ("Phoenix"), a New York company, on
behalf of itself and the following Separate Accounts: Phoenix Home Life Variable
Accumulation Account and Phoenix Home Life Variable Universal Life Account
("Separate Accounts") and Phoenix Equity Planning Corporation ("PEPCO"), a
Connecticut corporation.

WITNESSETH:

WHEREAS, Phoenix offers for sale variable annuity and variable life
contracts/policies funded through Separate Accounts of Phoenix registered as
unit investment trusts under the Investment Company Act of 1940, as amended
("1940 Act"), and pursuant to registration statements filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended
("Securities Act"), and listed on Schedule A of this Agreement (the
"Contracts/Policies"), and

WHEREAS, PEPCO is registered as a broker-dealer with the Securities
and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as
amended ("1934 Act") and is a member of the National Association of Securities
Dealers, Inc. ("NASD"), and

WHEREAS, Phoenix desires to engage PEPCO to perform certain services
with respect to the books and records to be maintained in connection with the
sale of Contracts/Policies and certain administrative and other functions as set
forth herein.

NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:

I. SERVICES OF PEPCO

A. APPOINTMENT. Phoenix hereby appoints PEPCO, and PEPCO hereby
accepts the appointment as, Master Service and Distributor of the
Contracts/Policies.

B. DUTIES. PEPCO shall perform those administrative, compliance
and other services with respect to the Contracts/Policies as described herein.
PEPCO agrees to use its best efforts in performing the
activities outlined in paragraphs I. C and I. F of this Agreement.

C. WRITTEN AGREEMENTS. PEPCO has and shall enter into written
agreements with broker-dealer firms whose registered representatives have been
or shall be properly licensed to sell registered securities and
insurance products including variable annuity and life licensed if required,
and appointed as life insurance agents of Phoenix. Phoenix shall pay all fees
associated with the appointments of such selected representatives as insurance
agents of Phoenix. Such agreements with broker-dealers shall provide that such
broker-dealer shall cause applications to be solicited for the purchase of the
Contracts/Policies. Such agreements shall include such terms and conditions as
PEPCO may determine not inconsistent with this Agreement, provided, however,
that any broker-

<PAGE>

-2-

dealer with whom PEPCO has entered into a written agreement must comply with
the following terms which shall be included in all such agreements:

The broker-dealer must -
(a) be a registered broker-dealer under the 1934 Act and be
a member of the NASD; and

(b) agree that, in connection with the solicitation of
applications for the purchase of Contracts/Policies,
the broker-dealer will in all respects conform to
the requirements of all state and federal laws and
the Rules of Fair Practice of the NASD relating to
the sale of the Contracts/Policies and will
indemnify and hold harmless PEPCO and Phoenix from
any damage or expense of any nature whatsoever on
account of the negligence, misconduct or wrongful
act of such broker-dealer or any employee,
representative or agent of such broker-dealer.

In obtaining and entering into written agreements with broker-dealers,
PEPCO will in all respects conform to the requirements of all state and federal
law, and the Rules of Fair Practice of the NASD.

D. RECORDKEEPING. PEPCO shall maintain and preserve, or cause to be
maintained and preserved, such accounts, books, and other documents as are
required of it under this Agreement, the 1934 Act and any other applicable laws
and regulations, including without limitation and to the extent applicable,
Rules 17a-3 and 17a-4 under the 1934 Act. The books, accounts and records of
PEPCO as to services provided hereunder, shall be maintained so as to disclose
clearly and accurately the nature and details of the transactions.

E. SUPERVISION. PEPCO shall select associated persons, who are
trained and qualified persons, to solicit applications for purchase of
Contracts/Policies in conformance with applicable state and federal laws. Any
such persons shall be registered representatives of PEPCO in accordance with the
rules of the NASD, be licensed to offer the Contract/Policy in accordance with
the insurance laws of any jurisdiction in which such person solicits
applications, be licensed with and appointed by Phoenix as an insurance agent to
solicit applications for the Contracts/Policies and have entered into the
appropriate Variable Contract/Policy Insurance Commission Agreement with
Phoenix. PFPCO will train and supervise its registered representatives to insure
that the purchase of a Contract/Policy is not recommended to an applicant in the
absence of reasonable grounds to believe that the purchase is suitable for that
applicant. PEPCO shall pay the fees to regulatory authorities in connection with
obtaining necessary securities licenses and authorizations for its registered
representatives to solicit applications for the purchase of Contracts/Policies.
PEPCO is

<PAGE>

-3-

not responsible for fees in connection with the appointment of registered
representatives as insurance agents of Phoenix.

F. SALES MATERIALS AND OTHER DOCUMENTS.

(a) PEPCO's Responsibilities. PEPCO shall be responsible for
the approval of promotional material by the SEC and the
NASD, where required.

(b) Phoenix's Responsibilities. Phoenix shall be responsible
for:

(i) the design, preparation and printing of all
promotional material to be used in the distribution
of the Contracts/Policies;

(ii) the approval of promotional material by state and
other local insurance regulatory authorities.

(iii) confirming the issuance of the Contract/Policy to
the Contract/Policy Owner.

(c) RIGHT TO APPROVE. Neither party hereto nor any of its
agents or affiliates shall print, publish or distribute any
advertisement, circular or any document relating to the
Contracts/Policies or relating to the other party unless
such advertisement, circular or document shall have been
approved in writing by the other party. However, nothing
herein shall prohibit any party from advertising annuities
or life insurance in general or on a generic basis, subject
to compliance with all applicable laws, rules and
regulations. Each party reserves the right to require
modification of any such material to comply with applicable
laws, rules and regulations and agrees to provide timely
responses regarding material submitted to it by the other
party.

G. PAYMENTS TO BROKER-DEALERS. PEPCO shall serve as paying agent for
amounts due broker-dealers for sales commissions. Phoenix shall forward to
PEPCO any such amounts due broker-dealers from Phoenix and PEPCO shall be
responsible to pay such amounts to the persons entitled thereto as set forth in
the applicable written agreements with such broker-dealers, subject to all
applicable state insurance laws and regulations and all applicable federal
and/or state securities

<PAGE>

-4-

laws and NASD rules. PEPCO shall reflect such amounts on its books and records
as required by Paragraph D hereto.

H. COMPLIANCE. PEPCO shall, at all times, when performing its
functions under this Agreement, be registered as a securities broker-dealer with
the SEC and the NASD and be licensed or registered as a securities broker-dealer
in any jurisdiction where the performance of the duties contemplated by this
Agreement would require such licensing or registration. PEPCO represents and
warrants that it shall otherwise comply with provisions of federal and state law
in performing its duties hereunder.

I. PAYMENT OF EXPENSES BY PEPCO. PEPCO shall pay the expenses
incurred in connection with its provision of services hereunder and the
distribution of the Contracts/Policies.

II. GENERAL PROVISIONS

A. INSPECTION OF BOOKS AND RECORDS. PEPCO and Phoenix agree that all
records relating to services provided hereunder shall be subject to reasonable
periodic, special or other audit or examination by the SEC, NASD, or any state
insurance commissioner or any other regulatory body having jurisdiction. PEPCO
and Phoenix agree to cooperate fully in any securities or insurance regulatory
or judicial investigation, inspection, inquiry or proceeding arising in
connection with the services provided under this Agreement, or with respect to
PEPCO or Phoenix or their affiliates, to the extent related to the distribution
of the Contracts/Policies. PEPCO and Phoenix will notify each other promptly of
any customer compliant or notice of regulatory or judicial proceeding, and, in
the case of a customer complaint, will cooperate in arriving at a mutually
satisfactory resolution thereof.

B. INDEMNIFICATION. PEPCO will indemnify and hold harmless Phoenix
and the Separate Accounts, from any and all expenses, losses, claims, damages or
liabilities (including attorney fees) incurred by reason of any
misrepresentation, wrongful or unauthorized act or omission, negligence of, or
failure of PEPCO, including any employee of PEPCO, to comply with the terms of
this Agreement, provided however, PEPCO shall not be required to indemnify for
any such expenses, losses, claims, damages or liabilities which have resulted
from the negligence, misconduct or wrongful act of the party seeking
indemnification. PEPCO shall also hold harmless and indemnify Phoenix and the
Separate Accounts for any and all expenses, losses, claims, damages, or
liability (including attorneys fees) arising from any misrepresentation,
wrongful or unauthorized act or omission, negligence of, or failure of a
broker-dealer or its employees, agents or registered representatives, to comply
with the terms of the written agreement entered into between PEPCO and such
broker-dealer but only to the extent that PEPCO is indemnified by the
broker-dealer under the terms of the written agreement. Phoenix will indemnify
and hold harmless PEPCO, for any expenses, losses, claims, damages or
liabilities (including attorneys fees) incurred by reason of any material
misrepresentation or omission in a registration statement or prospectus for the

<PAGE>

-5-

Contracts/Policies, or on account of any other misrepresentation, wrongful or
unauthorized act or omission, negligence of, or failure of Phoenix, including
any employee of Phoenix, to comply with the terms of this Agreement, provided
however, Phoenix shall not be required to indemnify for any expenses, losses,
claims, damages or liabilities which have resulted from the negligence,
misconduct or wrongful act of the party seeking indemnification.

C. COMPENSATION. Phoenix shall compensate PEPCO for the services
PEPCO performs hereunder as the parties shall agree from time to time and as
listed on Schedule A of this Agreement. PEPCO agrees to return promptly to
Phoenix all compensation received for any Contract/Policy returned within the
"free look" period as specified in the Contract/Policy.

D. TERMINATION. This Agreement shall become effective on the date of
this Agreement and shall continue to be in effect, except that:

(a) Any party hereto may terminate this Agreement on any
date by giving the other party at least thirty (30)
days' prior written notice of such termination
specifying the date fixed therefor.

(b) This Agreement may not be assigned by PEPCO without the
consent of Phoenix.

E. REGISTRATION. Phoenix agrees to use its best efforts to effect and
maintain the registration of the Contracts/Policies under the Securities Act
and the Separate Accounts under the 1940 Act, and to qualify the
Contracts/Policies under the state securities and insurance laws, and to
qualify the Contracts/Policies as annuities/life insurance under the Internal
Revenue Code. Phoenix will pay or cause to be paid expenses (including the fees
and disbursements of its own counsel) of the registration and maintenance of the
Contracts/Policies under the Securities Act and of the Separate Accounts under
the 1940 Act, and to qualify the Contracts/Policies under the state securities
and insurance laws.

F. AUTHORITY. PEPCO shall have authority hereunder only as expressly
granted in this Agreement.

G. MISCELLANEOUS. Phoenix agrees to advise PEPCO immediately in the
case of an issuance by the SEC of any stop order suspending the effectiveness of
any prospectus for the Contracts/Policies, of all actions of the SEC with
respect to any amendments to the registration statement(s) which may from time
to time be filed with the SEC and of any material event which makes untrue any
statement made in the registration statements for the Contracts/Policies, or
which requires the making of a change in the registration statements in order to
make the statement therein not misleading. Phoenix agrees to advise PEPCO in the
event that formal administrative proceedings are instituted against Phoenix by
the SEC, or any state securities or insurance

<PAGE>

-6-

department or any other regulatory body regarding Phoenix's duties under this
Agreement, unless Phoenix determines in its sole judgment, exercised in good
faith, that any such administrative proceeding will not have a material adverse
effect upon its ability to perform its obligations under this Agreement. PEPCO
agrees to advise Phoenix in the event that formal administrative proceedings are
instituted against PEPCO by the SEC, NASD, or any state securities or insurance
department or any other regulatory body regarding PEPCO's duties under this
Agreement, unless PEPCO determines in its sole judgment exercised in good faith,
that any such administrative proceedings will not have a material adverse effect
upon its ability to perform its obligations under this Agreement.

H. INDEPENDENT CONTRACTOR PEPCO shall undertake and discharge its
obligations hereunder as an independent contractor and nothing herein shall be
construed as establishing: (i)an employer-employee relation between the parties
hereto; or (ii) a joint venture.

I. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Connecticut.

IN WITNESS WHEREOF, the parties have hereunto set their hands on the
date first above written.

PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
For itself and PHOENIX HOME LIFE VARIABLE ACCUMULATION ACCOUNT
And PHOENIX HOME LIFE VARIABLE UNIVERSAL LIFE ACCOUNT

By: /s/ Dona D. Young
----------------------------------------
Title: Executive Vice President

PHOENIX EQUITY PLANNING CORPORATION

By: /s/ Philip R. McLoughlin
----------------------------------------
Title: President

<PAGE>

SCHEDULE A

PEPCO has been appointed by Phoenix to perform certain administrative,
compliance and other services with respect to the following variable annuity
Contracts/Policies ("Contracts/Policies") issued by Phoenix insurance Company:

THE BIG EDGE AND BIG EDGE PLUS - Individual Deferred Variable
Accumulation Annuity Contracts issued by the Phoenix Home
Life Variable Accumulation Account of Phoenix. PEPCO shall
receive payments for services performed under this Agreement
equal to up to 7.25% of purchase payments made under The Big
Edge and Big Edge Plus Contracts. In addition, PEPCO shall
receive an underwriting fee of 75-100 bps on deposits under
The Big Edge and Big Edge Plus Contracts, for sales
assistance attributable to broker-dealers, other than WS
Griffith and Co. Inc. and PLANCO Financial Services Inc.

GROUP STRATEGIC EDGE - A Group Deferred Variable Accumulation
Contract issued by the Phoenix Home Life Variable
Accumulation Account of Phoenix. PEPCO shall receive payments
for services performed under this Agreement equal to up to 5%
of purchase payments made under the Group Strategic Edge
Contracts. In addition, PEPCO shall receive an underwriting
fee of 75-100 bps on deposits under Group Strategic Edge
Contracts, for sales assistance attributable to
broker-dealers, other than WS Griffith and Co.
Inc. and PLANCO Financial Services Inc.

FLEX EDGE, FLEX EDGE SUCCESS AND JOINT EDGE - Variable
Universal Life Insurance Policies issued by the Phoenix Home
Life Variable Universal Life Account of Phoenix. PEPCO shall
receive payment for services performed under this agreement
equal to up to 50% of premium payments made under the
Policies up to the commissionable premium amount, and up to
5% of such payments after the commissionable premium has been
paid in the first Policy Year.

PHOENIX EDGE - Variable Universal Life Insurance Policy
issued by the Phoenix Home Life Variable Universal Life
Account of Phoenix. PEPCO shall receive payment for services
performed under this agreement equal to 5% of premium
payments made under the Policy.

EXHIBIT 99.4(A)

SPECIMEN CONTRACT

<PAGE>

Logo -- Phoenix Home Life
- --------------------------------------------------------------------------------
Phoenix Home Life Phoenix Home Life
Mutual Insurance Company Mutual Insurance Company
Main Administrative Office Statutory Home Office
One American Row 99 Troy Street
P.O. Box 5056 East Greenbush, NY 12061
Hartford, Connecticut 06102-5056

Primary Annuitant: :Age and Sex
Contract Number: :Contract Date
Initial Premium: :Maturity Date
Dear Contract Owner:

Thank you for purchasing this annuity contract from Phoenix Home Life Mutual
Insurance Company.

One of our corporate objectives is to ensure that you receive the benefits
to which you are entitled. We agree to pay the benefits of this contract
in accordance with its provisions.

IT IS IMPORTANT TO US THAT YOU ARE SATISFIED WITH YOUR CONTRACT AND THAT IT
MEETS YOUR FINANCIAL GOALS. IF FOR ANY REASON YOU ARE NOT SATISFIED WITH THIS
CONTRACT, YOU MAY RETURN IT WITHIN 10 DAYS AFTER WE DELIVER IT TO YOU FOR A
REFUND THE CONTRACT VALUE PLUS ANY CHARGES MADE UNDER THIS CONTRACT. IT MAY BE
RETURNED TO EITHER THE AGENT THROUGH WHOM IT WAS PURCHASED OR TO US AT THE
FOLLOWING ADDRESS:

Phoenix Home Life Mutual Insurance Company
Variable Products Operations
101 Munson Street
P.O. Box 942
Greenfield, MA 01302-0942

THE CONTRACT VALUE WILL BE DETERMINED AS OF THE NEAREST VALUATION DATE FOLLOWING
RECEIPT OF THE RETURNED CONTRACT AT OUR VARIABLE PRODUCTS OPERATIONS.

This contract provides for the payment of a 10-year period certain
variable monthly life annuity. Other options are available and may be elected
prior to the Maturity Date. The Contract Value will depend on the rate of
interest credited to the Guaranteed Interest Account and the investment
experience of the Sub-accounts. The annuity payments will be based on the
Contract Value on the Maturity Date, the annuity purchase rates stated herein,
and the investment experience of the Sub-accounts during the annuity payout
period, and for variable payout options the amount of annuity income will vary
with the investment experience of the sub-accounts within the Separate Account.

Signed for Phoenix Home Life Mutual Insurance Company at its Main Administrative
Office: One American Row, Hartford, Connecticut 06115.

Sincerely Yours,

/s/ Dona D. Young /s/ Robert W. Fiondella
Secretary Chief Executive Officer
Registrar
FLEXIBLE PREMIUM VARIABLE ACCUMULATION DEFERRED ANNUITY
ALL VALUES AND BENEFITS BASED ON THE INVESTMENT EXPERIENCE OF THE SUB-ACCOUNTS
OF THE SEPARATE ACCOUNT ARE VARIABLE AND NOT GUARANTEED AS TO DOLLAR AMOUNT. SEE
PART 7 FOR A DESCRIPTION OF HOW THE CONTRACT VALUES ARE DETERMINED, AND PART 9
FOR A DESCRIPTION OF HOW THE DEATH BENEFITS ARE DETERMINED, AND PART 10 FOR A
DESCRIPTION OF HOW VARIABLE INCOME PAYMENTS ARE DETERMINED.

D602 Non-Participating
<PAGE>

SCHEDULE PAGE

Primary Annuitant: John Doe 35 Male :Age and Sex

Contract Number: 000000001 November 1, 1996 :Contract Date

Initial Premium: $10,000.00 November 1, 2031 :Maturity Date

Contingent Annuitant: None

Owner: John Doe

Beneficiaries: As Stated in the Application or as Later Changed.

Subsequent Premiums: Flexible

Payment Intervals: Flexible

If the net annual rate of investment return is at least 4 1/2%, then the dollar
amount of variable annuity payments will not decrease.

SUB-ACCOUNT FEES

Mortality and Expense Risk Fee on Contract Date: .00342% (Based on an Annual
Rate of 1.25%)

Daily Administrative Fee: 00034% (Based on an Annual Rate of .125%)

Premium Tax: 0.000% of Each Premium Paid.

Annual Administrative Fee: $35. Any portion of the Annual Administrative Charge
against the Guaranteed Interest Account cannot exceed $30.

Transfer Charge: None

Contingent Deferred Sales Charge: See Part 5 for a Description of How this
Charge Is Determined.

SUB-ACCOUNT ALLOCATION SCHEDULE

Growth Sub-Account #122 100.00%

D602
<PAGE>
SCHEDULE PAGE (CONTINUED)

Annuitant: John Doe 000000001 :Contract Number

SEPARATE ACCOUNT SUB-ACCOUNTS

FUND: THE PHOENIX EDGE SERIES FUND

MONEY MARKET The investment objective of the Money Market Sub-Account is
to provide maximum current income consistent with Capital
preservation and liquidity.

GROWTH The investment objective of the Growth Sub-Account is to
achieve intermediate and long-term growth of capital, with
income as a secondary consideration.

MULTI-SECTOR The primary investment objective of the Multi-Sector
Sub-Account is to seek high current income. Capital growth
is a secondary objective which will also be considered when
consistent with the objective of high current income.

STRATEGIC The investment objective of the Strategic Allocation
ALLOCATION Sub-Account 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.

INTERNATIONAL The investment objective of the International Sub-Account
is to seek a high total return consistent with reasonable
risk. The International Sub-account intends to invest
primarily in an internationally diversified portfolio of
equity securities. The International Portfolio provides a
means for investors to invest a portion of their assets
outside the United States.

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

REAL ESTATE The investment objective of the Real Estate Securities
SECURITIES Sub-Account 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.

STRATEGIC THEME The investment objective of the Strategic Theme Sub-Account
is to seek long-term appreciation of capital by identifing
securities benefiting from long-term trends present in the
United States and abroad. The Strategic Theme Sub-Account
intends to invest primarily in common stocks believed to
have substantial potential for capital growth.

ABERDEEN NEW The investment objective of the Asia Sub-account is to
ASIA seek long-term capital appreciation. The Asia Sub-account
will invest primarily in a diversified portfolio of equity
securities of issuers organized and principally operating
in Asia, excluding Japan.

FUND: WANGER ADVISORS TRUST

WANGER U.S. The investment objective of the Wanger U.S. Small Cap
SMALL CAP Sub-Account is to provide long-term growth. The Wanger U.S.
Small Cap Sub-Account will invest primarily in a series
that invests in securities of U.S. companies with a total
common stock market cap of less than $1 billion.

WANGER The investment objective of the Wanger International Small
INTERNATIONAL Cap Sub-Account is to provide long-term growth. The Wanger
SMALL CAP International Small Cap Sub-Account will invest primarily
in a series that invests in securities of non-U.S. companies
with a total stock market cap of less than $1 billion.

D602
<PAGE>
SCHEDULE PAGE (CONTINUED)

Annuitant: John Doe 000000001 :Contract Number

WANGER INTERNATIONAL The investment objective of the Wanger International
SMALL CAP Small Cap Sub-Account is to provide long-term growth.
The Wanger International Small Cap Sub-Account will
invest in a series that invests primarily in securities
of non-U.S. companies with capitalization of less than
$1 billion.

GENERAL ACCOUNT SUB-ACCOUNTS

GUARANTEED The Guaranteed Interest Account is not part of the
INTEREST ACCOUNT Separate Account. We reserve the right to limit
cumulative deposits made to the Guaranteed Interest
Account during any one-week period to no more than
$250,000. It is accounted for as part of our General
Account. We will credit interest daily on any amounts
held under the Guaranteed Interest Account at such rates
as we shall determine but in no event will the effective
annual rate of interest be less than 4%. On the last
working day of each calendar week we will set the
interest rate that will apply to any deposit made to the
Guaranteed Interest Account during the following calendar
week. That rate will remain in effect for such deposits,
or their resulting adjusted deposits, for an initial
guaranteed period of one full year. Upon expiry of the
initial one-year guarantee period, and for any deposits
or adjusted deposits whose guarantee has just ended shall
be the same rate that applies to new deposits made during
the calendar week in which the guarantee period expired.
Such rate shall likewise remain in effect for such
Adjusted Deposits for a subsequent guarantee period of
one full year.

D602
<PAGE>
CONTRACT SUMMARY

ABOUT THIS This summary briefly highlights some of the major contract
SUMMARY provisions. Since this is only a summary, the detailed
provisions of the contract will control. See those provisions
for full information and any limits or restrictions that
apply. A Table of Contents is provided to help you find specific
provisions. Your contract is a legal contract between you and
us. You should, therefore, READ YOUR CONTRACT CAREFULLY.

Check the Schedule Page of this contract to make sure it
reflects the premium payment allocation requested. Please call
your agent or us any time you have questions about your
contract.

THE TYPE OF This contract provides for payment of a 10-year period certain
CONTRACT variable monthly life annuity based on the value accumulated
prior to the Maturity Date. The amount of each annuity payment
will be based on the Contract Value on the Maturity Date, the
annuity purchase rates stated herein, and the investment
experience of the Sub-accounts during the annuity payout
period. Other Annuity Payment Options are available.

PREMIUM The values that accumulate under this contract prior to the
PAYMENTS Maturity Date are based on the premium payments made, the rates
ALLOCATED TO of interest credited on any premium payments allocated to the
SUB-ACCOUNTS Guaranteed Interest Account, and the investment experience of
the Sub-accounts within the Separate Account on any premium
payments allocated to the Sub-accounts. Except for the
Guaranteed Interest Account which is part of our General
Account, the Sub-accounts are part of Phoenix Home Life Mutual
Insurance Company's Variable Accumulation Separate Account (VA
Account) and have differing investment objectives as shown on
the Schedule Page. We have the right to add additional
Sub-accounts of the Separate Account subject to approval by the
Securities and Exchange Commission and, where required, the
insurance supervisory official of the state where this contract
is delivered. Subject to the terms of this contract, you may
transfer the Contract's Value between and among the various
Sub-accounts and Guaranteed Interest Account.

The VA Account is a Separate Account established by our company
under New York Law and is registered as a unit investment trust
under the Investment Company Act of 1940. All income, gains and
losses, realized and unrealized, of the VA Account are credited
to or charged against the amounts placed in the VA Account
without reference to other income, gains and losses of our
General Account The assets of the VA Account are owned solely by
us and we are not a trustee with respect to such assets. These
assets are not chargeable with liabilities arising out of any
other business that we may conduct.

We use the assets of the VA Account to buy shares of the Fund(s)
identified on the Schedule Page of this contract according to
your most recent allocation instruction on file with us at our
Variable Products Operations. The Fund(s) are registered under
the 1940 Act as an open-end, diversified management investment
company. The Fund(s) have separate Series that correspond to the
Sub-accounts of the VA Account. Assets of each Sub-account are
invested in shares of the corresponding Fund Series.

D602 Contract Summary
<PAGE>

This contract also contains a Guaranteed Interest Account to
which premium payments may be allocated. The Guaranteed Interest
Account is not part of the Separate Account. It is accounted for
as part of our General Account. We will credit interest on the
amount in the Guaranteed Interest Account at such rate(s) as
provided under the terms of this contract. We reserve the right
to add other Guaranteed Interest Accounts subject to approval
(as required by some states) by the insurance supervisory
official of state where this contract is delivered.

WITHDRAWAL Subject to the terms of this contract, the Contract Value, less
PRIVILEGE any applicable contingent deferred sales charge, may be
withdrawn in whole or in part on or before the Maturity Date.
After the Maturity Date, you may only withdraw from the
remaining value under Variable Payment Options K or L, less any
applicable contingent deferred sales charge.

OTHER BENEFITS This contract provides for the payment of death proceeds in the
event of the death of either the Owner or the Annuitant prior to
the Maturity Date. The amount of the death proceeds will depend
upon whether it is the Owner or the Annuitant whose death has
occurred. The amount of the death proceeds is determined as
described in Part 9 of this Contract.

D602 Contract Summary
<PAGE>
Table of Contents

Part Page
- --------------------------------------------------------------------------------
1. DEFINITIONS............................................................ 1

2. ABOUT THE CONTRACT..................................................... 3
Effective Date ........................................................ 3
Contract and Application .............................................. 3
Proof of Age and Survival ............................................. 3
Misstatement of Age or Sex ............................................ 3
Assignments ........................................................... 4
Statement of Account .................................................. 4

3. THE OWNER ............................................................. 4
Who is the Owner ...................................................... 4
What are the Rights of the Owner ...................................... 4
How to Change the Owner ............................................... 5
Designation of Contingent Annuitant ................................... 5

4. PREMIUM PAYMENTS & ALLOCATIONS TO SUB-ACCOUNTS ........................ 5
Premium Payment Amounts ............................................... 5
Premium Payment Allocation ............................................ 5
Accumulation Units .................................................... 5
Additional Sub-Accounts ............................................... 6
Deferred Premium Tax .................................................. 6

5. TRANSFERS, WITHDRAWALS AND LAPSE ...................................... 6
Transfers among Sub-Accounts and the Guaranteed Interest Account ...... 6
Withdrawals and Full Surrender ........................................ 6
Lapse ................................................................. 7
Rules and Limitations ................................................. 7
Deferral of Payment ................................................... 7

6. EXPENSE CHARGES ....................................................... 8
Premium Tax ........................................................... 8
Surrender Charge ...................................................... 8
Transfer Charge ....................................................... 8
Annual Administrative Charge .......................................... 8
Mortality and Expense Risk Fee ........................................ 9
Daily Administrative Fee .............................................. 9

7. DETERMINING THE CONTRACT AND ACCUMULATION UNIT VALUES ................. 9
Crediting of Sub-Account Units and Premiums ........................... 9
Determination of Contract Value ....................................... 9
Valuation of Sub-Accounts ............................................. 9

D602
<PAGE>

Part Page
- --------------------------------------------------------------------------------
8. ANNUITY BENEFITS ...................................................... 9
Maturity Date Guaranteed Rates ........................................ 10

9. DEATH BENEFITS ........................................................ 10
Death Proceeds ........................................................ 10
Death Before Maturity Date ............................................ 11
Distribution at Death Requirements .................................... 12
Death on or After Maturity Date ....................................... 12
The Beneficiary ....................................................... 12
Rights of the Beneficiary ............................................. 13
How to Change the Beneficiary ......................................... 13

10. PAYMENT OPTIONS ....................................................... 13
Calculation of Fixed Annuity Payments ................................. 13
Calculation of Variable Annuity Payments .............................. 14
Option A - Life Annuity with Specified Period Certain ................. 14
Option B - Non-Refund Life Annuity .................................... 14
Option D - Joint and Survivorship Life Annuity ........................ 14
Option E - Installment Refund Life Annuity ............................ 14
Option F - Joint and Survivorship Life Annuity with Specified
Period Certain ............................................. 14
Option G - Payments for a Specified Period ............................ 15
Option H - Payments of a Specified Amount ............................. 15
Option I - Variable Life Annuity with 10-Year Period Certain .......... 15
Option J - Joint Survivorship Variable Life Annuity with
10-Year Period Certain ..................................... 15
Option K - Variable Annuity for Specified Period ...................... 15
Option L - Variable Life Expectancy Annuity ........................... 15
Option M - Unit Refund Variable Life Annuity .......................... 15
Option N - Variable Non-Refund Life Annuity ........................... 16
Other Options ......................................................... 16

11. TABLE OF PAYMENT OPTION AMOUNTS ....................................... 16
Options A & E - Life Annuity with Specified Period Certain,
Installment Refund Life Annuity ....................... 16
Option B - Non-Refund Life Annuity..................................... 16
Option D - Joint and Survivorship Life Annuity ........................ 17
Option F - Joint and Survivorship Life Annuity with 10-Year
Period Certain ............................................. 17
Option G - Payments for a Specified Period ............................ 17
Option I - Variable Payment Life Annuity with 10-Year Period Certain .. 18
Option J - Joint Survivorship Variable Payment Life Annuity with
10-Year Period Certain ..................................... 18
Option K - Variable Payment Annuity for a Specified Period ............ 18
Option M - Variable Payment Life Annuity with Unit Refund ............. 19
Option N - Variable Payment Life Annuity .............................. 19

D602
<PAGE>

PART 1: DEFINITIONS

YOU (YOUR) The Owner of this contract.

WE (OUR, US) Phoenix Home Life Mutual Insurance Company

ACCUMULATION A standard of measurement as described in Part 4, used to
UNIT determine the value of a Contract and its interest in the
Sub-accounts prior to the Maturity Date and for amounts held
under Payment Option L.

ACCUMULATION On the first Valuation Date selected by us, we set all
UNIT VALUE Accumulation Unit Values of each Sub-account of the Separate
Account at 1.000000. The Accumulation Unit Value on any
subsequent Valuation Date is determined by multiplying the
Accumulation Unit Value of the Sub-account on the immediately
preceding Valuation Date by the Net Investment Factor for that
Sub-account for the Valuation Period just ended.

ADJUSTED Any premium to the Guaranteed Interest Account, as adjusted to
PREMIUM include any interest credited on and any contract charges or
withdrawals deducted from such premium payment.

ANNUITANT On or prior to the Maturity Date, the term "Annuitant" as used in
this contract refers to the Primary Annuitant as shown on the
Schedule Page, while such Primary Annuitant is living, and then
the Contingent Annuitant, if any, as designated on the written
application for this contract or as later changed by you in
writing, provided such Contingent Annuitant is living at the
death of the Primary Annuitant. After the Maturity Date, the
term "Annuitant" shall mean the Annuitant under this contract
determined as of the Maturity Date.

ANNUITANT'S The beneficiary entitled to receive payment of any amounts
BENEFICIARY payable under this contract upon death of the Annuitant.

ANNUITY A contract promising a periodic series of payments.

ANNUITY UNIT A standard of measurement used to determine the amount of each
variable income payment made under the Variable Payment Options
I, J, K, M and N. The number of Annuity Units in each
Sub-account with assets under the chosen option is equal to the
portion of the first payment provided by that Sub-account
divided by the Annuity Unit Value for that Sub-account on the
first Payment Calculation Date.

ANNUITY On the first Valuation Date selected by us, we set all Annuity
UNIT VALUE Unit Values in each Sub-account of the Separate Account at
$1.000000. The Annuity Unit Value on any subsequent Valuation
Date is equal to the Annuity Unit Value of the Sub-account on
the immediately preceding Valuation Date multiplied by the Net
Investment Factor for that Sub-account for the Valuation Period
divided by 1.000000 plus the rate of interest for the number of
days in the Valuation Period based on the Assumed Investment
Rate.

ASSIGNS Any person to whom you assign an interest in this contract if we
have notice of the assignment in accordance with the provisions
stated in Part 2.

ASSUMED The Assumed Investment Rate is 4.5% per year. We use this rate
INVESTMENT to determine the first payment under Variable Payment Annuity
RATE Options I, J, K, M and N. Future payment amounts under these
options will depend on the relationship between the Assumed
Investment Rate and the actual investment performance of each
Sub-account as reflected in the Sub-account's Annuity Unit Value.

D602 1
<PAGE>

The Assumed Investment Rate is the annual investment return that
will need to be earned by each Sub-account of the Separate
Account for there to be no reduction in the amount of the monthly
payments under these options.

CONTRACT The same date each year as the Contract Date.
ANNIVERSARY

CONTRACT DATE The Contract Date shown on the Schedule Page. It is the date from
which contract years and anniversaries are measured.

CONTRACT The sum of the values under a Contract of all Accumulation
VALUE Units held in the Sub-accounts of the separate account and the
value held in the Guaranteed Interest Account.

CONTRACT YEAR The first contract year is the one-year period from the Contract
Date. Following Contract Years run from one Contract Anniversary
to the next.

FIXED PAYMENT An annuity providing payments which do not vary in amount after
ANNUITY the first payment is made.

MATURITY DATE The Maturity Date shown on the Schedule Page or such changed
Maturity Date as may result from death of the Primary Annuitant
while a Contingent Annuitant is living or as we may later agree
in writing. The Maturity Date may not be earlier than the fifth
Contract Anniversary, or later than the Contract Anniversary
nearest the Annuitant's 95th birthday unless we agree otherwise.
If a Contingent Annuitant becomes the Annuitant as the result of
death of the Primary Annuitant prior to the Maturity Date, unless
you and we agree otherwise, the Maturity Date will change to the
Contract Anniversary nearest the Contingent Annuitant's 95th
birthday.

NET INVESTMENT The Net Investment Factor for each Sub-Account of the Separate
FACTOR Account is determined by the investment performance of the assets
underlying the Sub-account for the Valuation Period just ended.
The Net Investment Factor is equal to 1.000000 plus the
applicable net investment rate for the Valuation Period. The
net investment rate is determined by:

a. taking the sum of the accrued net investment income and
capital gains and losses, realized or unrealized, of the
Sub-account for the Valuation Period; and

b. dividing the result of (a) by the Sub-account's share of
the Contract Value at the beginning of the Valuation
Period; and

c. for each calendar day in the Valuation Period subtracting
from the result of (a) divided by (b), an amount equal to
the mortality and expense risk fee plus the daily
administrative fee and any daily tax fee.

OWNER/ An individual who is both Owner and Annuitant under the contract.
ANNUITANT

OWNER'S The beneficiary entitled to receive payment of any amounts
BENEFICIARY payable under this contract upon death of the Owner.

PAYMENT The date we calculate annuity payments under a Variable Payment
CALCULATION Annuity Option. The first Payment Calculation Date is the
DATE Valuation Date on or next following the Settlement Date unless
we agree otherwise.

D602 2
<PAGE>

After the first Payment Calculation Date, we will calculate
payments on the same date each month. We use the next following
Valuation Date if such date is not a Valuation Date.

After the first Payment Calculation Date, you may not change
the Payment Option you elected.

PREMIUM The Valuation Date on which a premium payment is received at our
PAYMENT DATE Variable Products Operations unless it is received after the
close of the New York Stock Exchange, in which case it will be
the next Valuation Date.

SETTLEMENT The date contract proceeds are applied under a payment annuity
DATE option. Unless we agree otherwise, for death benefits, the
Settlement Date is the date that we receive a certified copy of
the Annuitant's certificate of death; for proceeds payable on
the Maturity Date, it is the Maturity Date; and for proceeds
payable upon a surrender, it is the effective date of the
surrender.

SUB-ACCOUNTS The accounts within our Separate Account to which assets under
the contract may be allocated.

SURRENDER Contract Value less any applicable contingent deferred sales
VALUE charge.

VALUATION Every day the New York Stock Exchange is open for trading and
DATE PHL Variable Insurance Company is open for business.

VALUATION The period in days beginning with the day following the last
PERIOD Valuation Date and ending on the next succeeding Valuation Date.

VARIABLE An annuity where each payment will vary with the investment
PAYMENT experience of the Sub-accounts within the separate account.
ANNUITY

VPO Our Variable Products Operations division. The address is shown
on the cover page of this contract.

WRITTEN A request in writing in a form satisfactory to us received by
REQUEST (AND us at VPO.
WRITTEN NOTICE)

PART 2: ABOUT THIS CONTRACT

THE EFFECTIVE This contract will begin in effect on the Contract Date provided
DATE the initial premium due is paid while the Annuitant is alive.

THE CONTRACT This contract and the written application, a copy of which is
AND attached to and made a part of this contract is the entire
APPLICATION contract between you and us. Any change in terms of this
contract, to be in effect, must be signed by one of our
executive officers and countersigned by our Registrar or one of
our executive officers. This contract is issued at our Main
Administrative Office in Hartford, Connecticut. Any benefits
payable under this contract are payable at VPO.

REQUIRED We may require proof of the Annuitant's age before any annuity
PROOF OF AGE payments will begin. We also have the right to require proof of
AND SURVIVAL the identity, age and survival of any person entitled to any
payment under this contract or upon whose life any payments
depend.

ADJUSTMENT FOR If the age or sex of the Annuitant has been misstated, any
MISSTATEMENT benefits payable will be adjusted to the amount that the
OF AGE OR SEX Contract Value would have purchased based on the Annuitant's
correct age and sex. Any over payment(s) and under payment(s)

D602 3
<PAGE>

made by us will be charged or credited against future payments
to be made under the contract. We will charge interest on any
overpayments and credit interest on any underpayments at an
effective annual rate of 6%.

ASSIGNMENTS We will not be considered to have notice of any assignment of an
interest in this contract until we receive the original or copy
of the written assignment at VPO. In no event will we be
responsible for its validity.

STATEMENT OF We will furnish you, at least annually, a statement of the
ACCOUNT Contract Value of this contract in each of the Sub-accounts. We
will also provide you with a statement of the investments held
by each Sub-account of the Separate Account. After the Maturity
Date, we will provide you with an Annual Statement of Account
Activity.

PART 3: THE OWNER

WHO IS THE The Owner is the person named as Owner in the application. The
OWNER Owner may be the Annuitant, an employer, a trust or any other
individual or entity specified in the application for the
Contract. However, under Contracts used with certain tax
qualified plans, the Owner must be the Annuitant. A husband and
wife may be designated as Joint Owners, and if such a Joint
Owner dies, the other Joint Owner becomes the sole Owner of the
Contract. If no Owner is named, the Annuitant will be the Owner.

WHAT ARE THE You control this contract during the Annuitant's lifetime but not
RIGHTS OF THE until the effective date. Unless you and we agree otherwise, you
OWNER may exercise all rights provided under this contract without the
consent of anyone else. Your rights include the right to:

a. Receive any amounts payable under this contract during the
Annuitant's lifetime.

b. Change the Owner.

c. Change the premium payment amount and premium payment
intervals. See Part 4.

d. Change the allocation schedule for premium payments. See
Part 4.

e. Transfer Contract Values between and among the various
Sub-accounts and the Guaranteed Interest Account. See
Part 5.

f. Make withdrawals from the various Sub-accounts and the
Guaranteed Interest Account or fully surrender the contract
for its Surrender Value. See Part 5.

g. Select a Payment Option for amounts payable upon a
withdrawal or full surrender.

h. Select an alternative Payment Option to commence on the
Maturity Date. See Part 8.

i. Change the Owner's or Annuitant's Beneficiary.

j. Assign, subject to the restrictions stated in Part 2,
release, or surrender any interest in this contract. See
Parts 2 and 5.

D602 4
<PAGE>

k. Change the Contingent Annuitant any time prior to the death
of the Primary Annuitant.

You may exercise these rights only while the Annuitant is alive.
Your exercise of any rights will, to the extent thereof, assign,
release, or surrender the interest of the Annuitant and all
beneficiaries and Owners under this contract.

HOW TO CHANGE To change the Owner you must submit a written request
THE OWNER satisfactory to us.

DESIGNATION Prior to the death of the Annuitant, you may designate or change
OF CONTINGENT the Contingent Annuitant by notifying VPO in writing with the
ANNUITANT name, date of birth, sex, Social Security Number and address of
the new Contingent Annuitant.

If you are an Owner/Annuitant and your spouse is designated as
your beneficiary under this Contract, your surviving spouse will
automatically be designated as the Contingent Annuitant.

PART 4: PREMIUM PAYMENTS AND ALLOCATIONS TO SUB-ACCOUNTS

PREMIUM The initial premium payment is due on the Contract Date. The
PAYMENT Annuitant must be alive when the initial premium payment is
AMOUNTS made. Thereafter, the premium payment amount and intervals are
as shown on the Schedule Page unless later changed as described
below. All premium payments are payable at VPO, except that the
initial premium payment may be given to an authorized agent for
forwarding to VPO. No benefit associated with any such premium
payment will be provided until it is actually received by us at
VPO.

You may vary the amount and premium payment intervals for
subsequent premium payments, and additional premium payments
may be made within the following limits:

a. Each premium payment must at least equal $25.

b. No more than $1,000,000 in total premium payments may be
paid on this contract, unless we agree otherwise.

c. The premium payment intervals may be unscheduled or
changed to annual, semi-annual, quarterly, monthly, or any
other arrangement agreed to by us.

d. Additional premium payments may only be made while an
Annuitant is living, prior to the Maturity Date.

We reserve the right to waive the limits in a & b above.

PREMIUM The premium payment will be applied on its Premium Payment Date
PAYMENT to the various Sub-accounts and the Guaranteed Interest Account
ALLOCATION shown on the Schedule Page in accordance with your instructions.

You may change the allocation schedule with respect to subsequent
or additional premium payments by written or telephone request.

ACCUMULATION The number of Accumulation Units credited to each Sub-Account
UNITS of the Separate Account will be determined by dividing the
premium payment applied to that Sub-Account by the Accumulation
Unit Value of that Sub-Account on the Premium Payment Date. The
amount deposited to the Guaranteed Interest Account will equal
the amount of any premium payment applied on the Premium Payment
Date.

D602 5
<PAGE>

ADDITIONAL We have the right to add or delete Sub-accounts of the Separate
SUB-ACCOUNTS Account subject to approval by the Securities and Exchange
Commission and, where required, other federal or state regulatory
authority. We reserve the right to limit the number of
Sub-accounts you may elect to a total of 18 at any one time
and/or over the life of the Contract unless required to be less
to comply with changes in federal and/or state regulation,
including tax, securities and insurance law. We further reserve
the right to add or delete other Guaranteed Interest Accounts
subject where, required, to the approval of the supervisory
official of the state of delivery of the contract.

DEFERRED Depending upon state law, a premium tax may be required based on
PREMIUM TAX the laws of the state of issue or the state in which the Owner
resides when a premium payment is applied. The premium tax rate
for the initial premium payment will be shown on the Schedule
Page. This rate may change for subsequent premium payments in
accordance with state law. We will pay any premium tax due and
will only reimburse ourselves upon the earlier of partial
withdrawal, surrender of the Contract, payment of death proceeds
or the Maturity Date. At the time of reimbursement, we will
deduct the tax proportionately from the Sub-accounts and
Guaranteed Interest Account based on their proportionate Contract
Value. On partial withdrawals, we will deduct a pro rata amount
of the tax based upon the ratio of the amount withdrawn to the
Contract Value.

PART 5: TRANSFERS, WITHDRAWALS, AND LAPSE

TRANSFERS You may transfer all or a portion of the Contract Value of this
AMONG contract among one or more of the Sub-accounts and the
SUB-ACCOUNTS Guaranteed Interest Account. You can make up to six transfers per
AND THE contract year from Sub-accounts of the Separate Account and only
GUARANTEED one transfer per contract year from the Guaranteed Interest
INTEREST Account unless the Systematic Transfer Program is elected. We
ACCOUNT reserve the right to limit the number of transfers you may make.
Under that program, funds may be transferred automatically among
the Sub-accounts on a monthly, quarterly, semi-annual or annual
basis. Unless we agree otherwise, the minimum initial and
subsequent transfer amounts are $25 monthly, $75 quarterly, $150
semi-annually or $300 annually. Except as otherwise provided
under the Systematic Transfer Program, the amount that may be
transferred from the Guaranteed Interest Account at any one-time
cannot exceed the higher of $1000 or 25% of the value of the
Guaranteed Interest Account.

Transfers may be made by written request. The transfer charge if
any, as of the Contract Date, is shown on the Schedule Page. Any
such charge will be deducted from the Sub-accounts or Guaranteed
Interest Account from which the amounts are to be transferred in
the same proportion as the amounts to be transferred to each
Sub-account or Guaranteed Interest Account bear to the total
amount transferred. The value of each Sub-account will be
determined on the Valuation Date that coincides with the date of
transfer. Any Accumulation Units held under a Sub-account of the
Separate Account or Adjusted Premiums held under the Guaranteed
Interest Account as the result of any transfer shall retain its
original Premium Payment Date.

WITHDRAWALS You may withdraw in cash the Contract Value of this contract,
AND FULL less any applicable deferred premium tax and contingent deferred
SURRENDER sales charge, in whole or in part any time prior to the Maturity
Date or at any time for amounts held under Variable Payment
Annuity Options K or L. Such withdrawals must be by written
request in a form satisfactory to us and must include such tax
withholding information as we may reasonably require. The portion
withdrawn from any Sub-account of the Separate Account will be
taken by the surrender and release of such number of Accumulation
Units in such Sub-account required to make the withdrawal,
including any deferred premium tax or contingent deferred sales
charge applicable to such withdrawal. Any portion withdrawn from
the Guaranteed Interest Account will be taken by the release of
Adjusted Premiums in the amount needed to make the withdrawal,
including any deferred premium tax or contingent deferred sales
charge applicable to such withdrawal. Any portion withdrawn

D602 6
<PAGE>

from the Guaranteed Interest Account will be taken by the release
of Adjusted Premiums in the amount needed to make the withdrawal
including any deferred premium tax or contingent deferred sales
charge applicable to such withdrawal. If as the result of a
withdrawal, no Contract Value remains under this contract, the
contract will be deemed fully surrendered and of no further value
or effect. The Contract Value of each Sub-account will be
determined on the Valuation Date that coincides with the date of
the withdrawal.

During the first Contract Year, up to 10% of the Contract Value,
at the time of the first withdrawal, may be withdrawn free of any
contingent deferred sales charge. After the first Contract Year,
and before the Maturity Date, an amount up to 10% of the Contract
Value as of the end of the prior contract year may be withdrawn
free of any contingent deferred sales charge. Any amount
withdrawn in excess of the 10% will be subject to the following
contingent deferred sales charge, expressed as a percentage of
the amount withdrawn:

Age in Complete Years from Payment Date
of Unit or Adjusted Premium Released Contingent Deferred
to Effectuate Withdrawal Sales Charge
--------------------------------------- -------------------
0 7%
1 6%
2 5%
3 4%
4 3%
5 2%
6 1%
7 and over 0%

In no event, however, will the total of all contingent deferred
sales charges applied under this contract exceed 9% of the total
premium payments paid on this contract.

You may elect to apply the amount withdrawn or surrendered to the
various Payment Options described in Part 10.

LAPSE If on any Valuation Date the Contract Value of this contract
becomes zero, the contract will immediately terminate and lapse
without value unless any Contract Value has been applied under
one of the Variable Payment Options. We will mail to you, at your
most recent post office address on file with us at VPO, a written
notice of lapse within 30 days after any such Valuation Date.

RULES AND The Accumulation Units and Adjusted Premiums released for
LIMITATIONS transfer or withdrawal will be determined on a First-In,
First-Out (FIFO) basis based on Premium Payment Date. No
withdrawals, or full surrender may be made after commencement of
an annuity on the Maturity Date except for any Contract Value
remaining under Options K or L. Also, you may not transfer any
assets under Option M, unless we agree otherwise.

DEFERRAL OF With the exception of transfers from the Guaranteed Interest
PAYMENT Account, as described above under Transfers Among Sub-Accounts
and withdrawals from such Sub-account as described below,
transfers, withdrawals, or a request for a full surrender will
usually be processed within 7 days after we receive the written
request at VPO. However, we may postpone the processing of any
such transactions for any of the following reasons (as provided
under the Investment Company Act of 1940):

D602 7
<PAGE>

(a) when the New York Stock Exchange is closed, other than
customary weekend and holiday closings; (b) when trading on the
exchange is restricted by the Securities and Exchange Commission;
(c) when the Securities and Exchange Commission declares that an
emergency exists as a result of which disposal of securities in
the Fund is not reasonably practicable or it is not reasonably
practicable to determine the value of the Units in the
Sub-accounts of the Separate Account; or (d) when a governmental
body having jurisdiction over the VA Account by order permits
such suspension.

Rules and regulations of the Securities and Exchange Commission,
if any, are applicable and will govern as to whether conditions
described in (b) or (c) or (d) exist.

For withdrawals from the Guaranteed Interest Account, we may
defer payment for six months from the date the request is
received by us at VPO. If payment is delayed more than 10 working
days, we will add interest at an annual rate equal to that paid
under settlement options G and H.

PART 6: EXPENSE CHARGES

Charges to cover expenses incurred by us in the distribution and
administration of this contract are made in the manner described
below.

PREMIUM TAX The premium tax, if any, as of the Contract Date, is shown on the
Schedule Page. This rate may change for subsequent premium
payments in accordance with applicable state law. We will pay any
premium tax due and will only reimburse ourselves upon the
earlier of partial withdrawal, surrender of the Contract, payment
of death proceeds or the Maturity Date. At the time of
reimbursement, we will deduct the tax proportionately from the
Sub-accounts and Guaranteed Interest Account based on their
proportionate Contract Value. On partial withdrawals, we will
deduct a pro rata amount of the tax based upon the ratio of the
amount withdrawn to the Contract Value.

SURRENDER A charge to cover expenses incurred in the sale and distribution
CHARGE of this contract is taken in the form of a contingent deferred
sales charge as described in Part 5 which is applied to any
withdrawals or full surrender made within the seven-year period
following the Premium Payment Date of the Accumulation Units or
Adjusted Premiums released to make such withdrawal or surrender.

TRANSFER A transfer charge as shown on the Schedule Page is imposed on
CHARGE transfers.

ANNUAL A portion of the administrative expense incurred by us is
ADMINISTRATIVE assessed in the form of an annual charge as shown on the Schedule
CHARGE Page. We reserve the right to lower such charge. Such charge will
be deducted at the end of each contract year from the total
Contract Value with each Sub-account and Guaranteed Interest
Account bearing a pro rata share of such expense based on the
proportionate Contract Value of each of the Sub-accounts and
Guaranteed Interest Account. By agreement with us, you may,
instead, elect to pay this charge in cash.

If you elect Payment Options I, J, K, M or N, the Annual
Administrative Charge after the Maturity Date will be deducted
from each annuity payment in proportionately equal amounts.

D602 8
<PAGE>

MORTALITY AND The mortality and expense risk fee is taken in the form of a
EXPENSE RISK daily fee against each Sub-account of the Separate Account in
FEE such amount as shown on the Schedule Page. We reserve the right
to lower such fee.

DAILY A portion of the administrative expense incurred by us is
ADMINISTRATIVE assessed in the form of a daily fee against each Sub-account of
FEE the Separate Account as shown on the Schedule Page.

PART 7: DETERMINING THE CONTRACT AND ACCUMULATION UNIT VALUES

CREDITING OF When a premium payment is received by us, we will apply it on the
SUB-ACCOUNT Premium Payment Date to credit Accumulation Units to one or more
UNITS AND Sub-accounts of the Separate Account or to credit premiums to the
PREMIUMS Guaranteed Interest Account in accordance with the most recent
allocation schedule on file with us. The number of Accumulation
Units credited to each Sub-account will be determined by
dividing the premium payment, applied to that Sub-account by the
then current Accumulation Unit Value of that Sub-account. The
Accumulation Unit Value of each Sub-account on a Valuation Date
is determined at the end of that day.

DETERMINATION The value of a Sub-account of the Separate Account, at any time
OF THE prior to the Maturity Date, is determined by multiplying the
CONTRACT total number of Accumulation Units under this contract for that
VALUE Sub-account by the current Accumulation Unit Value of that
Sub-account. The Contract Value for amounts held under Variable
Payment Annuity Option L is determined in the same manner. The
value of the Guaranteed Interest Account equals the total value
of the Adjusted Premiums. The total Contract Value under this
contract equals the sum of the values of each of the Sub-accounts
and the Adjusted Premiums.

THE VALUATION The values and benefits of the Guaranteed Interest Account are
OF not less than those required by the laws of the state in which it
SUB-ACCOUNTS is delivered.
AND
GUARANTEED The values of the assets in each Sub-account will be calculated
INTEREST in accordance with applicable law and accepted procedures.
ACCOUNT

PART 8: ANNUITY BENEFITS

Unless you elect an alternative Payment Option as described in
Part 10 on or before the Maturity Date, the Contract Value less
any premium tax due on the Maturity Date will automatically be
applied to provide you a variable monthly life annuity with
10-year period certain based on the Annuitant's age and sex under
Payment Option I as described in Part 10. Any annuity payments
falling due after the Annuitant's death during the period certain
will be paid to the Annuitant's Beneficiary.

If the amount to be applied on the Maturity Date is less than
$2,000 or would result in monthly payments of less than $20, we
shall have the right to pay such amount to you in one lump sum in
lieu of providing such annuity. We also have the right to change
the annuity payment frequency to annual if the monthly annuity
payment would otherwise be less than $20.

D602 9
<PAGE>

MATURITY DATE The amount of the first monthly annuity payment for each $1,000
GUARANTEED of Contract Value applied on the Maturity Date to purchase a
RATES variable life annuity with 10-year period certain on the
Annuitant's life under Payment Option I as described in Part 10,
will be no less than the rates shown below. However, if our
current rates in effect for this contract on the Maturity Date
are more favorable, we will use them.

OPTION I -- VARIABLE PAYMENT LIFE ANNUITY WITH 10-YEAR
PERIOD CERTAIN

------------------------------------------
AGE OF
PAYEE MALE FEMALE
------------------------------------------
40 $4.15 $4.02
45 4.29 4.12
50 4.40 4.27
55 4.73 4.46
60 5.06 4.71
65 5.51 5.05
70 6.08 5.52
75 6.79 6.17
80 7.65 6.99
85 8.57 7.98
------------------------------------------

PART 9: DEATH BENEFITS

DEATH For deaths occurring prior to the Maturity Date, the term death
PROCEEDS proceeds is defined as follows:

1. Upon the death of an Owner/Annuitant, (an individual who is
both the Owner and the Annuitant under a contract), the
death proceeds are equal to the same Death Benefit as
described under number 2 below less any deferred premium
tax.

2. Upon the death of an Annuitant who is not the Owner, the
death proceeds are equal to the Death Benefit as described
below less any deferred premium tax.

Prior to the Annuitant's Age 85, the Death Benefit is calculated
as follows:

a. Death occurring in the first seven Contract Years - The
greater of:

i. the sum of all premium payments made under the
Contract less any prior partial withdrawals (see
"Withdrawals and Full Surrenders" in Part 5); or

ii. the Contract Value next determined following receipt
of a certified copy of the death certificate at VPO.

b. Death occurring during the Contract Years 8 through 14 (and
each seven-year period thereafter) - the greater of:

i. the death benefit that would have been payable at the
end of the immediately preceding seven-year period,
plus the sum of premium payments less any partial
withdrawals made since such date; or

D602 10
<PAGE>

ii. the Contract Value next determined following receipt
of a certified copy of the death certificate at VPO.

After the Annuitant's age 85, the Death Benefit equals the
Contract Value next determined following receipt of a certified
copy of the death certificate at VPO.

3. Upon the death of an Owner who is not the Annuitant, the
death proceeds are equal to the cash Surrender Value of the
Contract, (Contract Value less any applicable contingent
deferred sales charges and any deferred premium tax).

4. In the event of the election by the Owner's or
Owner/Annuitant's beneficiary to defer payment of the death
proceeds for a period of longer than one Contract Year, the
death proceeds payable upon distribution shall be as
calculated in accordance with the method defined under Death
occurring in the first seven Contract Years as described
above.

The death proceeds due may be applied under any of the Payment
Options described in Part 10 subject to the following
limitations:

a. Options D, F and J are not available for death
benefits;

b. Under Options A, E, G, H and K the period specified
must be at least five years, but not beyond the life
expectancy of such beneficiary.

DEATH BEFORE l. Death of an Owner/Annuitant (an individual who is both the
MATURITY DATE Owner and the Annuitant under the contract):

If an Owner/Annuitant dies before the Maturity Date, upon
receipt of due proof of death, the death proceeds will be
paid to the Annuitant's Beneficiary except as follows:

0 If the Owner/Annuitant's Beneficiary (i.e., Owner's
Beneficiary) is the surviving spouse, within 60 days of
our receipt of due proof of death, the surviving spouse
may elect to continue the Contract as new
Owner/Annuitant as if no death had occurred.

2. Death of an Annuitant who is not the Owner:

If an Annuitant who is not the Owner dies before the
Maturity Date, upon receipt of due proof of death, the death
proceeds will be paid to the Annuitant's Beneficiary except
as follows:

0 If there is a Contingent Annuitant, the Contract will
continue with the Contingent Annuitant becoming the new
Annuitant.

We shall have the right to first require return of the contract
to us so that we may amend it to reflect these changes.

3. Death of an Owner who is not the Annuitant:

If an Owner who is not the Annuitant dies before the
Maturity Date, upon receipt of due proof of death, we will
pay the Owner's Beneficiary the death proceeds, except in
the following instances:

D602 11
<PAGE>

a. If the Owner's surviving spouse is a Joint Owner, the
Contract will continue with the surviving Joint Owner
becoming the sole Owner.

b. If the Owner's Beneficiary is the surviving spouse,
within 60 days of our receipt of due proof of death the
surviving spouse may elect to continue the Contract as
the new Owner as if no death had occurred.

DISTRIBUTION If the Owner/Annuitant dies before the Maturity date and there is
AT DEATH no Contingent Annuitant, then the Annuitant's Beneficiary must
REQUIREMENTS elect within 60 days of our receipt of due proof of death to
receive the death proceeds in a lump sum or elect to apply the
death proceeds due under a Payment Option, provided that the
payments begin within one year of the date of death of the
Owner/Annuitant. If there is a Contingent Annuitant who is not
the Owner/Annuitant's spouse, then the Owner/Annuitant's entire
interest in this contract must be distributed within five years
of the date of the Owner/Annuitant's death, provided that the
Owner's Beneficiary may elect to apply the death proceeds to a
Payment Option not extending beyond the life (or life expectancy)
of such Owner's Beneficiary and the payments begin within one
year after the Owner/Annuitant's death.

If the Annuitant who is not the Owner dies before the Maturity
Date and there is no Contingent Annuitant, then the Annuitant's
Beneficiary must elect within 60 days of our receipt of due proof
of death to receive the death proceeds in a lump sum or elect to
apply the death proceeds due under a Payment Option, provided
that the payments begin within one year of the date of death of
the Annuitant.

If the Owner who is not the Annuitant dies before the Maturity
Date and the Owner's surviving spouse is not the Joint Owner or
the Owner's Beneficiary, the Owner's entire interest in this
Contract must be distributed within five years of the date of the
Owner's death, provided that the Owner's Beneficiary may elect to
apply the death proceeds to a Payment Option not extending beyond
the life (or life expectancy) of the Owner's Beneficiary and the
payments begin within one year after the Owner's death.

DEATH ON OR If either the Owner/Annuitant, Annuitant, or Owner dies on or
AFTER THE after the Maturity Date, any remaining income payments will be
MATURITY DATE continued to the Annuitant's Beneficiary (or Owner's Beneficiary
if there is no Annuitant's Beneficiary). Under Payment Option M,
the sum of the number of remaining Annuity Units for each
Sub-account multiplied by the current Annuity Unit Value for that
Sub-account will be paid to the Annuitant's or Owner's
Beneficiary in a lump sum, (see "Option M - Unit Refund Variable
Life Annuity" in Part 10).

THE Annuitant's Beneficiary:
BENEFICIARY
The Annuitant's Beneficiary shall be as stated in the application
for this Contract, unless later changed as provided under the
terms of this contract. Any death benefit payable to the
Annuitant's Beneficiary will be paid to the Owner or the Owner's
estate if the Annuitant's Beneficiary is not living when such
death benefit becomes payable.

D602 12
<PAGE>

The Owner's Beneficiary:
------------------------

The Owner's Beneficiary shall be as stated in the application for
this Contract, unless later changed as provided under this
contract. Any death proceeds payable to the Owner's Beneficiary
will be paid to the Owner's estate if the Owner's Beneficiary is
not living when such death proceeds become payable.

In the case of the death of an Owner/Annuitant where conflicting
Owner and Annuitant's Beneficiaries have been named, any death
proceeds payable will be paid to the Annuitant's Beneficiary.

The naming of an Owner's or Annuitant's beneficiary by
familial relationship (such as Mother, Father, etc.) shall be
understood to be their relationship to the Owner or Annuitant
making such designation.

WHAT ARE THE 1. Receive the death proceeds payable under this contract; or
RIGHTS OF THE
BENEFICIARY 2. Select a Payment Option for the death proceeds; or

3. Transfer the amount of any deferred death proceeds between
and among the various Sub-accounts. See Part 5.

HOW TO CHANGE At any time prior to the death of the last of the Annuitants
THE under this contract, you may change the Owner's Beneficiary
BENEFICIARY or the Annuitant's Beneficiary. The change must be made by
written notice signed by you and filed with us at VPO. When we
receive it, the change will be effective as of the date it was
signed by you. However, the change will be subject to any payment
made or actions taken by us before we received the notice at VPO.

PART 10: PAYMENT OPTIONS

The election of a payment option must be in a written form
satisfactory to us. We reserve the right to require that the
election of a payment option be in the form of a supplementary
contract distributed by us reflecting the terms of the payment
option elected. We have the right to require proof of age and sex
of any person on whose life payments depend, as well as proof of
the continued survival of any such person. We further have the
right to require that the amount applied on the settlement date
to any payment option elected at least equal $2,000 and result in
a monthly payment of at least $20. As regards the election of a
payment option by the beneficiary of any death benefit payable
under this contract, limited as described in Part 9, the term
"Annuitant" as used below shall refer to such beneficiary.

CALCULATION OF The guaranteed annuity payment rates under the following options
FIXED ANNUITY will be based on the Annuitant's age and sex, and will be no less
PAYMENTS favorable than the following:

Under Options A, B, D, E and F rates are based on the a-49
Annuity Table projected to 1985 with Projection Scale B. We use
an interest rate of 3 3/8% for 5 and 10 year periods certain
under Option A, for the 10 year period certain under Option F,
and for Option E; an interest rate 3 1/4% for the 20 year period
certain under Options A and F; an interest rate of 3 1/2% under
Options B and D. Under Options G and H the guaranteed interest
rate is 3%.

D602 13
<PAGE>

If our rates in effect on the Settlement Date are more favorable,
we will use those rates.

CALCULATION Under the following options, all payments after the first payment
OF VARIABLE will vary with the investment experience of the Sub-accounts.
ANNUITY Payments may be either higher or lower than the first payment.
PAYMENTS
Under Options I, J, K, M and N, we determine the first payment by
multiplying the amounts held under the selected option in each
Sub-account of the Separate Account by the applicable option
rate. The first payment equals the total of such amounts
determined for each Sub-account. We determine future payments
under these options by multiplying the number of Annuity Units in
each Sub-account by the Annuity Unit Value for each Sub-account
on the Payment Calculation Date. The payment will equal the sum
of the amounts provided by each Sub-account.

Under Option L, we determine the amount of the annual
distribution by dividing the amount of Contract Value held under
this option on December 31 of the previous year by the life
expectancy of the Annuitant or the joint life expectancy of the
Annuitant and Joint Annuitant at that time.

Under Options I, J, M and N, the applicable option rate used to
determine the first payment amount will not be less than the rate
based on the 1983 Table A (1983 IAM) projected with Projection
Scale G to the year 2040, and with continued projection
thereafter, and on the Assumed Investment Rate. Under Option K,
the rate will be based on the number of payments to be made
during the specified period and the Assumed Investment Rate.

OPTION A- LIFE A fixed payout annuity payable monthly while the Annuitant is
ANNUITY WITH living or, if later, the end of the specified period certain. The
SPECIFIED period certain may be specified as 5, 10, or 20 years. The period
PERIOD CERTAIN certain must be elected at the time this option is elected.

OPTION B - A fixed payout annuity payable monthly while the Annuitant is
NON-REFUND living and ending with the last life payment due preceding the
LIFE ANNUITY date of the Annuitant's death.

OPTION D - A fixed payout annuity payable monthly while the Annuitant and
JOINT AND the designated Joint Annuitant are living, and continuing
SURVIVORSHIP thereafter during the lifetime of the survivor. The amount to be
LIFE ANNUITY continued to the survivor is 100% of the joint annuity payment,
as specified at the time this option is elected. The designated
Joint Annuitant must be designated at the time this option is
elected and must have an adjusted age of at least 40. The
adjusted age is the person's age on his or her birthday nearest
the Settlement Date.

OPTION E - A fixed payout annuity payable monthly while the Annuitant is
INSTALLMENT living or, if later, the date the annuity payments made under
REFUND LIFE this option total an amount which refunds the entire amount
ANNUITY applied under this option. If the Annuitant is not living when
the final payment falls due, that payment will be limited to the
amount which needs to be added to the payments already made to
equal the entire amount applied under this option.

OPTION F - A fixed payout annuity payable monthly while either the Annuitant
JOINT AND or designated Joint Annuitant is living, or if later, the end of
SURVIVORSHIP 10 years. The designated Joint Annuitant must be designated at
LIFE ANNUITY the time this option is elected and must have an adjusted age of
WITH 10-YEAR at least 40 years. The adjusted age is the person's age on his
PERIOD CERTAIN or her birthday nearest the settlement date.

D602 14
<PAGE>

OPTION G - Equal income installments for a specified period of years are
PAYMENTS FOR paid whether the payee lives or dies. The period certain
A SPECIFIED specified must be in whole numbers of years from 5 to 30.
PERIOD

OPTION H - Equal income installments of a specified amount are paid until
PAYMENTS OF A the principal sum remaining under this option from the amount
SPECIFIED applied is less than the amount of the installment. When that
AMOUNT happens, the principal sum remaining will be paid as a final
payment. The amount specified must provide for payments for a
period of at least five years.

OPTION I - This option provides variable monthly payments that will continue
VARIABLE LIFE during the lifetime of the Annuitant or for ten years, if longer.
ANNUITY WITH If the beneficiary of any death benefits payable under this
10-YEAR PERIOD contract elects this payment option, the term "Annuitant" as used
CERTAIN in the preceding paragraph shall refer to such beneficiary and
the period certain will equal 10 years, or the life expectancy of
such beneficiary, if shorter.

OPTION J - This option provides variable monthly payments while the
JOINT Annuitant and the designated Joint Annuitant are living. Payments
SURVIVORSHIP will continue during the life of the survivor or until the end of
VARIABLE LIFE 10 years if later. You must designate the Joint Annuitant at the
ANNUITY WITH time you elect this option. The designated Joint Annuitant must
10-YEAR PERIOD be at least age 40 on the birthday nearest the first Payment
CERTAIN Calculation Date. This option is not available for the payment of
any death benefit under the Contract.

OPTION K - This option provides variable monthly payments through the
VARIABLE release of a fixed number of Annuity Units over a specified
ANNUITY FOR period of time. Payment continues whether the Annuitant lives or
SPECIFIED dies. The specified period must be in whole numbers of years from
PERIOD 5 to 30. However, the period selected by the beneficiary may not
extend beyond the life expectancy of such beneficiary. This
option also provides for unscheduled withdrawals. An unscheduled
withdrawal will reduce the number of remaining annuity units.
Thus, the specified period will be reduced to the period that the
remaining annuity units can provide.

OPTION L - This option provides a variable income which is payable over the
VARIABLE LIFE Annuitant's annually recalculated life expectancy or the annually
EXPECTANCY recalculated life expectancy of the Annuitant and Joint
ANNUITY Annuitant. This option also provides for unscheduled withdrawals.
An unscheduled withdrawal will reduce the Contract Value. This
will thus affect the amount of future payments. Upon the death of
the Annuitant (and Joint Annuitant, if there is a Joint
Annuitant) the remaining Contract Value will be paid in a lump
sum to the Annuitant's beneficiary.

OPTION M - This option provides variable monthly payments as long as the
UNIT REFUND Annuitant lives. In the event of the death of the Annuitant, the
VARIABLE LIFE income will stop and the Annuitant's Beneficiary will receive in
ANNUITY a lump sum the value of the remaining Annuity Units. This value
is equal to the sum of the number of remaining Annuity Units for
each Sub-account multiplied by the current Annuity Unit Value for
that Sub-account. The number of remaining Annuity Units for each
Sub-account of the Separate Account will be calculated as
follows:

(1) The net amount in the Sub-account applied under this option
on the first Payment Calculation Date divided by the
corresponding Annuity Unit Value on that date minus

D602 15
<PAGE>

(2) the sum of the Annuity Units released from the Sub-account
to make the payments under this option.

OPTION N - This option provides a variable monthly income for the lifetime
VARIABLE of the Annuitant. No income is payable after the death of the
NON-REFUND Annuitant.
LIFE ANNUITY

OTHER OPTIONS We may offer other payment options or alternative versions of the
options listed above.

PART 11: TABLE OF PAYMENT OPTION AMOUNTS

The tables that follow show the guaranteed minimum monthly
payments for Options A-G, and the minimum initial payment for
the Variable Payment Options I, J, K, M and N for each $1,000
applied. If our rates in effect at the Settlement Date are more
favorable, we will use those rates. Subsequent monthly payments
for the Variable Payment Options will vary and may be higher or
lower than the first payment. Amounts for payment frequencies,
periods or ages not shown will be furnished upon request.

The term "age" as used in the tables refers to the adjusted age.
The adjusted age is defined as follows: the age of the
annuitant's birthday nearest the effective date of the payment
option elected.

OPTIONS A & E -- LIFE ANNUITY WITH SPECIFIED PERIOD CERTAIN;
INSTALLMENT REFUND LIFE ANNUITY
-------------------------------------------------------------------
AGE OF INSTALLMENT REFUND 10 YEARS CERTAIN 20 YEARS CERTAIN
----------------------------------------------------------
PAYEE MALE FEMALE MALE FEMALE MALE FEMALE
-------------------------------------------------------------------
40 $3.80 $3.64 $3.86 $3.60 $3.74 $3.54
45 4.05 3.85 4.14 3.82 3.99 3.74
50 4.36 4.12 4.50 4.10 4.28 3.99
55 4.76 4.47 4.95 4.47 4.61 4.31
60 5.28 4.93 5.54 4.96 4.97 4.67
65 5.97 5.54 6.30 5.63 5.29 5.06
70 6.91 6.39 7.24 6.50 5.43 5.31
75 8.21 7.57 8.26 7.56 5.44 5.40
80 10.04 9.26 9.12 8.60 5.46 5.46
85 12.61 11.68 9.60 9.31 5.46 5.46
-------------------------------------------------------------------

OPTION B -- NON-REFUND LIFE ANNUITY
----------------------------
AGE OF
PAYEE MALE FEMALE
----------------------------
40 $3.95 $3.75
45 4.24 3.98
50 4.62 4.28
55 5.12 4.68
60 5.79 5.24
65 6.75 6.04
70 8.15 7.22
75 10.26 9.03
80 13.54 11.88
85 18.72 16.54
----------------------------

D602 16
<PAGE>

OPTION D -- JOINT AND SURVIVORSHIP LIFE ANNUITY
------------------------------------------------------------------------
FEMALE MALE
AGE 40 45 50 55 60 65 70 75
------------------------------------------------------------------------
40 $3.49 $3.55 $3.59 $3.62 $3.64 $3.65 $3.66 $3.67
45 3.58 3.67 3.74 3.80 3.83 3.86 3.88 3.89
50 3.65 3.79 3.90 4.00 4.07 4.12 4.16 4.18
55 3.72 3.89 4.06 4.22 4.35 4.44 4.51 4.56
60 3.77 3.97 4.20 4.43 4.65 4.83 4.96 5.05
65 3.80 4.04 4.31 4.62 4.94 5.25 5.51 5.71
70 3.83 4.08 4.34 4.77 5.20 5.67 6.13 6.52
75 3.85 4.12 4.46 4.88 5.40 6.04 6.75 7.46
------------------------------------------------------------------------

OPTION F -- JOINT AND SURVIVORSHIP LIFE ANNUITY WITH
10-YEAR PERIOD CERTAIN
------------------------------------------------------------------------
FEMALE MALE
AGE 40 45 50 55 60 65 70 75
------------------------------------------------------------------------
40 $3.49 $3.55 $3.59 $3.62 $3.64 $3.65 $3.66 $3.67
45 3.58 3.67 3.74 3.80 3.83 3.86 3.88 3.89
50 3.65 3.78 3.90 4.00 4.07 4.12 4.15 4.17
55 3.72 3.89 4.06 4.22 4.34 4.44 4.50 4.54
60 3.77 3.97 4.19 4.43 4.64 4.82 4.95 5.03
65 3.80 4.03 4.31 4.61 4.93 5.23 5.45 5.65
70 3.83 4.08 4.39 4.75 5.18 5.63 6.07 6.41
75 3.85 4.11 4.45 4.86 5.36 5.96 6.62 7.21
------------------------------------------------------------------------

OPTION G -- PAYMENTS FOR A SPECIFIED PERIOD
-------------------------------------------
NUMBER OF ANNUAL MONTHLY
YEARS INSTALLMENT INSTALLMENT
-------------------------------------------
5 $211.99 $17.91
6 179.22 15.14
7 155.83 13.16
8 138.31 11.68
9 124.69 10.53
10 113.82 9.61
11 104.93 8.86
12 97.54 8.24
13 91.29 7.71
14 85.95 7.26
15 81.33 6.87
16 77.29 6.53
17 73.74 6.23
18 70.59 5.96
19 67.78 5.73
20 65.26 5.51
25 55.76 4.71
30 49.53 4.18
-------------------------------------------

D602 17
<PAGE>

OPTION I -- VARIABLE PAYMENT LIFE ANNUITY WITH 10-YEAR PERIOD CERTAIN
----------------------------
AGE OF
PAYEE MALE FEMALE
----------------------------
40 $4.15 $4.02
45 4.29 4.12
50 4.40 4.27
55 4.73 4.46
60 5.06 4.71
65 5.51 5.05
70 6.08 5.52
75 6.79 6.17
80 7.65 6.99
85 8.57 7.98
----------------------------

OPTION J -- JOINT SURVIVOR VARIABLE PAYMENT LIFE ANNUITY WITH
10-YEAR PERIOD CERTAIN
------------------------------------------------------------------------
FEMALE MALE
AGE 40 45 50 55 60 65 70 75
------------------------------------------------------------------------
40 $3.92 $3.94 $3.96 $3.98 $3.99 $4.00 $4.00 $4.01
45 3.96 4.00 4.03 4.06 4.08 4.09 4.10 4.11
50 4.00 4.05 4.10 4.15 4.18 4.21 4.23 4.24
55 4.03 4.10 4.18 4.24 4.30 4.35 4.39 4.41
60 4.06 4.15 4.25 4.34 4.43 4.52 4.58 4.63
65 4.09 4.19 4.31 4.44 4.57 4.70 4.81 4.90
70 4.11 4.22 4.36 4.53 4.70 4.89 5.07 5.22
75 4.12 4.75 4.41 4.60 4.82 5.07 5.34 5.59
------------------------------------------------------------------------

OPTION K -- VARIABLE PAYMENT ANNUITY FOR A SPECIFIED PERIOD
-------------------------------------------
NUMBER OF ANNUAL MONTHLY
YEARS INSTALLMENT INSTALLMENT
-------------------------------------------
5 $217.98 $18.53
6 185.53 15.77
7 162.39 13.81
8 145.08 12.34
9 131.65 11.19
10 120.94 10.28
11 112.20 9.54
12 104.94 8.92
13 98.83 8.40
14 93.61 7.96
15 89.10 7.58
16 85.18 7.24
17 81.74 6.95
18 78.70 6.69
19 75.99 6.46
20 73.57 6.25
25 64.53 5.49
30 58.75 5.00
-------------------------------------------

D602 18
<PAGE>

OPTION M -- VARIABLE PAYMENT LIFE ANNUITY WITH UNIT REFUND
----------------------------
AGE OF
PAYEE MALE FEMALE
----------------------------
40 $4.12 $4.01
45 4.25 4.11
50 4.42 4.24
55 4.64 4.41
60 4.92 4.64
65 5.28 4.94
70 5.74 5.33
75 6.32 5.86
80 7.07 6.55
85 8.01 7.43
----------------------------

OPTION N -- VARIABLE PAYMENT LIFE ANNUITY
----------------------------
AGE OF
PAYEE MALE FEMALE
----------------------------
40 $4.15 $4.02
45 4.30 4.13
50 4.50 4.27
55 4.76 4.47
60 5.11 4.73
65 5.60 5.09
70 6.29 5.60
75 7.20 6.34
80 8.49 7.41
85 10.30 8.98
----------------------------

D602 19
<PAGE>

FLEXIBLE PREMIUM VARIABLE ACCUMULATION DEFERRED ANNUITY.

ALL VALUES AND BENEFITS BASED ON THE INVESTMENT EXPERIENCE OF THE SUB-ACCOUNTS
OF THE SEPARATE ACCOUNT ARE VARIABLE AND NOT GUARANTEED AS TO DOLLAR AMOUNT.
SEE PART 7 FOR A DESCRIPTION OF HOW THE CONTRACT VALUES ARE DETERMINED, PART 9
FOR A DESCRIPTION OF HOW THE DEATH BENEFITS ARE DETERMINED, AND PART 10 FOR A
DESCRIPTION OF HOW VARIABLE INCOME PAYMENTS ARE DETERMINED.

D602 Non-Participating

EXHIBIT 99.5(A)

CONTRACT APPLICATION

<PAGE>
[Phoenix logo]
Phoenix Home Life Mutual Insurance Company VARIABLE ANNUITY APPLICATION

For Main Administrative Office Use Only: Case Contract Number __________________
================================================================================
<TABLE>
<S> <C> <C>
Primary Annuitant Contingent Annuitant (Use if Annuitant & Owner
are different)
------------------------------------------------ -------------------------------------------------
Name Name
------------------------------------------------ -------------------------------------------------
1 ANNUITANT(S) Address (No., Street) Address (No., Street)
If no Contract Owner ------------------------------------------------ -------------------------------------------------
is specified below, (City, State, ZIP Code) (City, State, ZIP Code)
the Annuitant will be ------------------------------------------------ -------------------------------------------------
the Contract Owner. Phone Social Security Number Phone Social Security Number
------------------------------------------------ -------------------------------------------------
Sex Date of Birth Sex Date of Birth
/ / Male / / Female / / Male / / Female
====================================================================================================================================
Contract Owner Joint Owner (Between spouses only)
------------------------------------------------ -------------------------------------------------
Name Name
------------------------------------------------ -------------------------------------------------
2 CONTRACT Address (No., Street) Address (No., Street)
OWNER(S) ------------------------------------------------ -------------------------------------------------
Complete only if (City, State, ZIP Code) (City, State, ZIP Code)
different from ------------------------------------------------ -------------------------------------------------
Annuitant. Phone Social Security Number Phone Social Security Number
------------------------------------------------ -------------------------------------------------
Sex Date of Birth Sex Date of Birth
/ / Male / / Female / / Male / / Female
====================================================================================================================================
Annuitant's Primary Beneficiary Relationship to Annuitant
(If Corporate Plan, must be Trustee)
------------------------------------------------ -------------------------------------------------
Annuitant's Contingent Beneficiary Relationship to Annuitant
------------------------------------------------ -------------------------------------------------
3 BENEFICIARY Owner's Beneficiary Relationship to Owner
DESIGNATIONS (Complete ONLY if owner differs from annuitant)
------------------------------------------------ -------------------------------------------------
Owner's Contingent Beneficiary Relationship to Owner
====================================================================================================================================
/ / NON-QUALIFIED / / QUALIFIED / /QUALIFIED REPLACEMENT (Complete Section 9)
/ / IRA: / / Regular Contributory / / Direct Rollover / / Transfer
Tax year to which contributions apply _______ / / Owner acknowledges receipt of Phoenix Disclosure
Statement
/ / Simplified Employee Pension IRA / / Owner acknowledges receipt of Phoenix
(attach IRS Form 5305-SEP or Phoenix Prototype) Disclosure Statement
/ / Section 401 Corporate Plan (Include Form PT 352); / / Corp, / / Keogh, / / Profit Sharing,
/ / Money Purchase
4 TYPE OF PLAN / / Section 403(b) TSA - Employer must sign as Applicant and states that it is an educational
organization as described in Internal Revenue Code section 170(b)(1)(A)(ii); a tax-exempt organization
as described in Code section 501(c)(3); or a State, political subdivision of a State or an agency or
instrumentality of one of the foregoing. (The Employer further states that only amounts deferred by
the Owner/Annuitant under a salary reduction agreement with the Employer will be applied to this
annuity contract.)
====================================================================================================================================
/ / DEFERRED / / IMMEDIATE: Maturity Date _________________ Payout Option ________________
Initial Purchase Payment: $_______________
Subsequent purchase payments will be flexible unless otherwise noted as follows: $_______________
5 ANNUITY TYPE & / / Annual / / Semi-Annual / / Quarterly / / Monthly / / Check-O-Matic
PURCHASE / / Billing Notices are requested. Send bills to:
PAYMENTS; Name: ________________________________________________________________________________________________
ANNUAL Address: _____________________________________________________________________________________________
ADMINISTRATIVE NOTE: If Check-O-Matic has been elected, please complete Authorization Form OL 511, and include a
CHARGE void check.
------------------------------------------------------------------------------------------------------
The Annual Administrative Charge is due at the end of each year on the anniversary date. A reminder
notice will be sent ONLY if NO other billing notices have been requested above and if the following
box is checked.
/ / Please send a reminder notice for annual administrative charge in lieu of any other
billing notice.
- ------------------------------------------------------------------------------------------------------------------------------------
OL 2115 NY 10/96
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C> <C>
6 SUB-ACCOUNT ________ % Growth ________ % Balanced ________ % Aberdeen New Asia
ALLOCATION ________ % International ________ % Multi-Sector ________ % Wanger US Small Cap
Use full percentages ________ % Money Market ________ % Real Estate ________ % Wanger Int'l Small Cap
(Must equal 100%). ________ % Strategic Allocation ________ % Strategic Theme ________ % GIA
________ % Other __________________
TEMPORARY MONEY MARKET ALLOCATION / / YES / / NO
If yes, I elect to temporarily allocate my premiums to the Money Market Sub-account until termination
of the Right to Cancel period as stated in the policy.
====================================================================================================================================
a. Transfer Amount $ ____________________ ($2,000 Minimum in sending Sub-account) over a _____________
month period (18 months minimum if GIA).
b. Select one deposit sub-account: that transfers will be made FROM:
/ / Growth / / International / / Money Market / / Strategic Allocation
/ / Wanger US Small Cap / / Multi-Sector / / Real Estate / / Strategic Theme
/ / Aberdeen New Asia / / Wanger Int'l Small Cap / / Balanced / / GIA
7 DOLLAR COST / / Other ___________ / / Other ___________ / / Other ___________
AVERAGING
c. Indicate Frequency of Transfer / / Monthly / / Quarterly / / Semi-Annual / / Annual
d. Select the Sub-accounts that will RECEIVE Transfers

Sub-Account Transfer Amount Sub-Account Transfer Amount
_____________________ $ _____________________ _____________________ $ _____________________
_____________________ $ _____________________ _____________________ $ _____________________
_____________________ $ _____________________ _____________________ $ _____________________
_____________________ $ _____________________ _____________________ $ _____________________
====================================================================================================================================
8 REPLACEMENT Will the proposed contract replace any existing annuity or life insurance? / / Yes / / No. If yes,
list company name, plan and year issued in Section 12.
====================================================================================================================================
9 MATURITY DATE The Maturity Date shall be the latest date allowed under the terms of the contract unless earlier date
(OPTIONAL) noted as follows (the latest allowable date for IRA and TSA qualified plans is age 70-1/2):
__________________
- ------------------------------------------------------------------------------------------------------------------------------------
10 STATEMENT OF ADDITIONAL INFORMATION - / / Please send a Statement of Additional Information
====================================================================================================================================
11 MISCELLANEOUS ______________________________________________________________________________________________________
INSTRUCTIONS/ ______________________________________________________________________________________________________
COMMENTS ______________________________________________________________________________________________________
- ------------------------------------------------------------------------------------------------------------------------------------
ALL STATEMENTS ON THIS APPLICATION ARE TRUE TO THE BEST OF OUR KNOWLEDGE AND BELIEF. ANY PERSON WHO,
WITH INTENT TO DEFRAUD OR KNOWING THAT HE IS FACILITATING A FRAUD AGAINST AN INSURER, SUBMITS AN
APPLICATION OR FILES A CLAIM CONTAINING A FALSE OR DECEPTIVE STATEMENT IS GUILTY OF INSURANCE FRAUD.
WE AGREE THAT THIS APPLICATION SHALL BE PART OF THE ANNUITY CONTRACT. WE HEREBY VERIFY OUR
UNDERSTANDING THAT ALL PAYMENTS AND VALUES PROVIDED BY THE CONTRACT, WHEN BASED ON INVESTMENT
12 STATEMENT OF EXPERIENCE OF THE FUND, ARE VARIABLE AND NOT GUARANTEED. WE ACKNOWLEDGE RECEIPT OF CURRENT
OWNER/ PROSPECTUSES FOR THE VARIABLE ANNUITY AND THE FUND.
APPLICANT AND
ANNUITANT Signed at _________________________________________________________ On _______________________________
(CITY, STATE) (DATE)
Under penalty of perjury, I (the owner) certify that my Social Security/Taxpayer ID number is correct
as it appears on this application.
Signature of Annuitant _______________________________________________________________________________
Signature of Owner or Applicant (if other than annuitant).____________________________________________
====================================================================================================================================
Will this contract replace any existing insurance or annuity? / / Yes / / No
This replacement is meant to be a tax-free exchange under Section 1035: / / Yes / / No If "yes",
please give particulars above in #12.
13 STATEMENT OF The Agent hereby certifies that the Owner signed this application in his/her presence; he/she has
REPRESENTATIVE truly and accurately recorded on this form the information supplied by the proposed annuitant; and
that he/she is qualified and authorized to discuss the contract herein applied for.
_______________________________________________________________ _____________________________________
REPRESENTATIVE'S SIGNATURE DATE
- ------------------------------------------------------------------------------------------------------------------------------------
Representative's Name ____________________________________________ Rep # ____________ % Share ________
Representative's Name ____________________________________________ Rep # ____________ % Share ________
14 REPRESENTATIVE Representative's Name ____________________________________________ Rep # ____________ % Share ________
INFORMATION Service Address: _____________________________________________________________________________________
Use full percentages (City, State, ZIP Code) _______________________________________________ Rep. Tel. No. (_____)_________
(Must equal 100%) Broker/Dealer Name ____________________________________________________ Broker/Dealer # ______________
Broker/Dealer (City, State) ________________________ Agency # _______________ Branch # _______________
- ------------------------------------------------------------------------------------------------------------------------------------

Send completed form - with a check payable to Phoenix. Mail to: Variable Products Operations, Phoenix, P.O. Box 942,
Greenfield, MA 01302-0942.
</TABLE>