PHOENIX HOME LIFE VARIABLE ACCUMULATION ACCOUNT, N-4, 2000-02-29

PHOENIX HOME LIFE VARIABLE ACCUMULATION ACCOUNT
N-4, 2000-02-29

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As filed with the Securities and Exchange Commission on February 29, 2000
File No. ___________
___________

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. | |
Post-Effective Amendment No. | |

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. | |
(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 06102-5056
(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, PO Box 5056
Hartford, Connecticut 06102-5056
(Name and Address of Agent for Service)

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

Copy to:

Edwin L. Kerr, Esq.
Phoenix Home Life Mutual Insurance Company
One American Row, PO Box 5056
Hartford, CT 06102-5056

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

Approximate date of proposed public offering:
June 1, 2000 or as soon thereafter as possible

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

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

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

================================================================================

<PAGE>

PHOENIX HOME LIFE VARIABLE ACCUMULATION ACCOUNT
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/SAI CAPTION
------------- ----------------------

PART A INFORMATION REQUIRED IN A PROSPECTUS

<S> <C> <C>
1. Cover Page .................................................. Cover Page
2. Definitions ................................................. Special Terms
3. Synopsis..................................................... Summary of Expenses; Contract Summary
4. Condensed Financial Information ............................. Financial Highlights
5. General Description of Registrant, Depositor and
Portfolio Companies....................................... Phoenix and the Account; Investments of the Account;
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; Provisions
8. Annuity Period .............................................. The Annuity Period
9. Death Benefits............................................... Payment Upon Death Before Maturity Date; Payment
Upon Death After 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 Proceedings............................................ Legal Matters
14. Table of Contents of the Statement of Additional
Information............................................... SAI

PART B INFORMATION REQUIRED IN A 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 Performance Data.............................. Calculation of Yield and Return
22. Annuity Payments............................................. Calculation of Annuity Payments
23. Financial Statements ........................................ Financial Statements
</TABLE>

<PAGE>

PHOENIX RETIREMENT PLANNER'S EDGE
FOR NEW YORK

VARIABLE ANNUITY

Issued by

PHOENIX HOME LIFE MUTUAL
INSURANCE COMPANY

IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT:

[envelope] PHOENIX VARIABLE PRODUCTS MAIL OPERATIONS
PO Box 8027
Boston, MA 02266-8027
[telephone] Tel. 800/541-0171

PROSPECTUS JUNE 1, 2000

This prospectus describes a variable accumulation deferred annuity contract.
The contract is designed to provide you with retirement income in the future.
The contract offers a variety of variable and fixed investment options.

You may allocate payments and contract value to one or more of the
subaccounts of the VA Account or the Guaranteed Interest Account ("GIA"). The
assets of each subaccount will be used to purchase, at net asset value, shares
of a series in the following designated funds:

THE PHOENIX EDGE SERIES FUND
- ----------------------------
MANAGED BY PHOENIX INVESTMENT COUNSEL, INC.
[diamond] Phoenix-Aberdeen International Series
[diamond] Phoenix-Engemann Capital Growth Series
[diamond] Phoenix-Engemann Nifty Fifty Series
[diamond] Phoenix-Goodwin Money Market Series
[diamond] Phoenix-Goodwin Multi-Sector Fixed Income Series
[diamond] Phoenix-Hollister Value Equity Series
[diamond] Phoenix-Oakhurst Balanced Series
[diamond] Phoenix-Oakhurst Growth and Income Series
[diamond] Phoenix-Oakhurst Strategic Allocation Series
[diamond] Phoenix-Seneca Mid-Cap Growth Series
[diamond] Phoenix-Seneca Strategic Theme Series

MANAGED BY PHOENIX-ABERDEEN INTERNATIONAL ADVISORS, LLC
[diamond] Phoenix-Aberdeen New Asia Series

MANAGED BY DUFF & PHELPS INVESTMENT MANAGEMENT CO.
[diamond] Phoenix-Duff & Phelps Real Estate Securities Series

MANAGED BY PHOENIX VARIABLE ADVISORS, INC.
[diamond] Phoenix Research Enhanced Index Series
[diamond] Phoenix-Bankers Trust Dow 30 Series
[diamond] Phoenix-Federated U.S. Government Bond Series
[diamond] Phoenix-Janus Equity Income Series
[diamond] Phoenix-Janus Flexible Income Series
[diamond] Phoenix-Janus Growth Series
[diamond] Phoenix-Morgan Stanley Focus Equity Series
[diamond] Phoenix-Schafer Mid-Cap Value Series

BT INSURANCE FUNDS TRUST
- ------------------------
MANAGED BY BANKERS TRUST COMPANY
[diamond] EAFE[registered trademark] Equity Index Fund

FEDERATED INSURANCE SERIES
- --------------------------
MANAGED BY FEDERATED INVESTMENT MANAGEMENT COMPANY
[diamond] Federated Fund for U.S. Government Securities II
[diamond] Federated High Income Bond Fund II

MORGAN STANLEY DEAN WITTER UNIVERSAL FUND, INC.
- -----------------------------------------------
MANAGED BY MORGAN STANLEY DEAN WITTER INVESTMENT MANAGEMENT INC.
[diamond] Technology Portfolio

TEMPLETON VARIABLE PRODUCTS SERIES FUND
- ---------------------------------------
MANAGED BY TEMPLETON INVESTMENT COUNSEL, INC.
[diamond] Templeton Asset Allocation Fund -- Class 2
[diamond] Templeton International Fund -- Class 2
[diamond] Templeton Stock Fund -- Class 2

MANAGED BY TEMPLETON ASSET MANAGEMENT, LTD.
[diamond] Templeton Developing Markets Fund-- Class 2

MANAGED BY FRANKLIN MUTUAL ADVISERS, LLC
[diamond] Mutual Shares Investments Fund-- Class 2

WANGER ADVISORS TRUST
- ---------------------
MANAGED BY WANGER ASSET MANAGEMENT, L.P.
[diamond] Wanger Foreign Forty
[diamond] Wanger International Small Cap
[diamond] Wanger Twenty
[diamond] Wanger U.S. Small Cap

<PAGE>

It may not be in your best interest to purchase a contract to replace an
existing annuity contract or life insurance policy. You must understand the
basic features of the proposed contract and your existing coverage before you
decide to replace your present coverage. You must also know if the replacement
will result in any tax liability.

This prospectus is valid only if accompanied or preceded by current
prospectuses for the funds. You should read and keep these prospectuses for
future reference.

The contract is not a deposit or obligation of, underwritten or guaranteed
by, any financial institution, credit union or affiliate. It is not federally
insured by the Federal Deposit Insurance Corporation or any other state or
federal agency. Contract investments are subject to risk, including the
fluctuation of contract values and possible loss of principal.

The Securities and Exchange Commission ("SEC") has not approved or
disapproved these securities, nor passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense.

This prospectus provides important information that a prospective investor
ought to know before investing. This prospectus should be kept for future
reference. A Statement of Additional Information ("SAI") has been filed with the
SEC and is available free of charge by calling Variable Products Operations at
800/541-0171.

<PAGE>

TABLE OF CONTENTS

Heading Page
- ---------------------------------------------------------------
SPECIAL TERMS............................................. 4
SUMMARY OF EXPENSES....................................... 6
CONTRACT SUMMARY.......................................... 11
FINANCIAL HIGHLIGHTS...................................... 12
PERFORMANCE HISTORY....................................... 12
THE VARIABLE ACCUMULATION ANNUITY......................... 12
PHOENIX AND THE ACCOUNT .................................. 12
INVESTMENTS OF THE ACCOUNT................................ 12
The Phoenix Edge Series Fund........................... 12
BT Insurance Funds Trust............................... 14
Federated Insurance Series ............................ 14
Morgan Stanley Dean Witter Universal Funds, Inc........ 14
Templeton Variable Products Series Fund................ 14
Wanger Advisors Trust.................................. 14
Investment Advisors.................................... 15
Services of the Advisors............................... 15
PURCHASE OF CONTRACTS..................................... 16
DEDUCTIONS AND CHARGES.................................... 16
Daily Deductions from the Separate Account............. 16
Premium Tax.......................................... 16
Mortality and Expense Risk Fee....................... 16
Administrative Fee................................... 16
Administrative Charge................................ 17
Reduced Charges, Credits and Bonus Guaranteed
Interest Rates....................................... 17
Other Charges........................................ 17
THE ACCUMULATION PERIOD................................... 17
Accumulation Units..................................... 17
Accumulation Unit Values............................... 17
Transfers ............................................. 17
Optional Programs & Benefits........................... 18
Dollar Cost Averaging Program...................... 18
Asset Rebalancing Program.......................... 18
Surrender of Contract; Partial Withdrawals............. 18
Lapse of Contract...................................... 19
Payment Upon Death Before Maturity Date ............... 19
THE ANNUITY PERIOD........................................ 19
Variable Accumulation Annuity Contracts................ 20
Annuity Options ....................................... 20
Option A--Life Annuity with Specified Period Certain. 21
Option B--Non-Refund Life Annuity.................... 21
Option D--Joint and Survivor Life Annuity............ 21
Option E--Installment Refund Life Annuity............ 21
Option F--Joint and Survivor Life Annuity with
10-Year Period Certain ............................ 21
Option G--Payments for Specified Period.............. 21
Option H--Payments of Specified Amount............... 21
Option I--Variable Payment Life Annuity with
10-Year Period Certain ............................ 21
Option J--Joint Survivor Variable Payment Life
Annuity with 10-Year Period Certain ............... 21

Option K--Variable Payment Annuity for a Specified
Period ............................................ 21
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............................................ 22
Other Options and Rates.............................. 22
Other Conditions..................................... 22
Payment Upon Death After Maturity Date................. 22
VARIABLE ACCOUNT VALUATION PROCEDURES..................... 22
Valuation Date......................................... 22
Valuation Period....................................... 22
Accumulation Unit Value................................ 22
Net Investment Factor.................................. 22
MISCELLANEOUS PROVISIONS.................................. 23
Assignment............................................. 23
Deferment of Payment .................................. 23
Free Look Period....................................... 23
Amendments to Contracts................................ 23
Substitution of Fund Shares............................ 23
Ownership of the Contract.............................. 23
FEDERAL INCOME TAXES...................................... 23
Introduction........................................... 23
Tax Status............................................. 24
Taxation of Annuities in General--Non-Qualified Plans.. 24
Surrenders or Withdrawals Prior to the Contract
Maturity Date..................................... 24
Surrenders or Withdrawals On or After the Contract
Maturity Date..................................... 24
Penalty Tax on Certain Surrenders and Withdrawals.... 24
Additional Considerations.............................. 25
Diversification Standards ............................. 26
Qualified Plans........................................ 26
Tax Sheltered Annuities ("TSAs") .................... 27
Keogh Plans.......................................... 27
Individual Retirement Accounts....................... 28
Corporate Pension and Profit-Sharing Plans........... 28
Penalty Tax on Certain Surrenders and Withdrawals
from Qualified Plans.............................. 28
Seek Tax Advice...................................... 29
SALES OF VARIABLE ACCUMULATION CONTRACTS.................. 29
STATE REGULATION.......................................... 29
REPORTS................................................... 29
VOTING RIGHTS............................................. 29
LEGAL MATTERS............................................. 30
SAI....................................................... 30
APPENDIX A--THE GUARANTEED INTEREST ACCOUNT............... 31
APPENDIX B--DEDUCTIONS FOR STATE PREMIUM TAXES............ 32

<PAGE>

SPECIAL TERMS
- --------------------------------------------------------------------------------
The following is a list of terms and their meanings when used in this
prospectus.

ACCOUNT (VA ACCOUNT): Phoenix Home Life Variable Accumulation Account.

ACCOUNT VALUE: The value of all assets held in the Account.

ACCUMULATION UNIT: A standard of measurement for each subaccount used to
determine the value of a contract and the interest in the subaccounts prior to
the start of annuity payments.

ACCUMULATION UNIT VALUE: The value of one accumulation unit was set at $1.0000
on the date assets were first allocated to each subaccount. 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.

ADJUSTED PARTIAL WITHDRAWALS: The result of multiplying the ratio of the partial
withdrawal to the contract value and the death benefit (prior to the withdrawal)
on the date of the withdrawal.

ANNUAL STEP-UP AMOUNT (STEP-UP AMOUNT): In the first contract year the step-up
amount is the greater of (1) 100% of purchase payments less Adjusted Partial
Withdrawals; or (2) the contract value. After that, in any following contract
year the step-up amount equals the greater of (1) the step-up amount at the end
of the prior contract year, plus 100% of premium payments, less Adjusted Partial
Withdrawals made since the end of the last contract year; or (2) the contract
value.

ANNUITANT: The person whose life is used as the measuring life under the
contract. The annuitant will be the primary annuitant as shown on the contract's
Schedule Page while that person is living, and will then be the contingent
annuitant, if that person is living at the death of the primary annuitant.

ANNUITY OPTION: The provisions under which we make a series of annuity payments
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
periodic payment under the variable payment annuity options I, J, K, M and N.

CLAIM DATE: The valuation date following receipt of a certified copy of the
death certificate at VPMO.

CONTRACT: The deferred variable accumulation annuity contract described in this
prospectus.

CONTRACT OWNER (OWNER, YOU, YOUR): Usually the person or entity to whom we issue
the contract. The contract owner has the sole right to exercise all rights and
privileges under the contract as provided in the contract. The owner may be the
annuitant, an employer, a trust or any other individual or entity specified in
the contract application. However, under contracts used with certain tax
qualified plans, the owner must be the annuitant. If no owner is named in the
application, the annuitant will be the owner.

CONTRACT VALUE: Prior to the maturity date, the sum of all accumulation units
held in the subaccounts of the Account and the value held in the GIA. For
Tax-sheltered annuity plans (as described in Internal Revenue Code (IRC) 403(b))
with loans, the contract value is the sum of all accumulation units held in the
subaccounts of the Account and the value held in the GIA plus the value held in
the Loan Security Account, and less any Loan Debt.

FIXED PAYMENT ANNUITY: A benefit providing periodic payments of a fixed dollar
amount throughout the annuity period. This benefit does not vary with or reflect
the investment performance of any subaccount.

FUNDS: The Phoenix Edge Series Fund, BT Insurance Funds Trust, Federated
Insurance Series, Morgan Stanley Dean Witter Universal Funds, Inc., Templeton
Variable Products Series Fund and Wanger Advisors Trust.

GIA: An investment option under which premium amounts are guaranteed to earn a
fixed rate of interest.

ISSUE DATE: The date that the initial premium payment is invested under a
contract.

LOAN DEBT: Loan Debt is equal to the sum of the outstanding loan balance plus
any accrued loan interest.

LOAN SECURITY ACCOUNT: The Loan Security Account is part of the general account
and is the sole security for Tax-sheltered Annuity (as described in IRC 403(b))
loans. It is increased with all loan amounts taken and reduced by all repayments
of loan principal.

MATURITY DATE: The date elected by the owner as to when annuity payments will
begin. The maturity date will not be any earlier than the fifth contract
anniversary and no later than the annuitant's 95th birthday unless you and we
agree otherwise. The election is subject to certain conditions described in "The
Annuity Period."

MINIMUM INITIAL PAYMENT: The amount that you pay when you purchase a contract.
We require minimum initial payments of:

[diamond] Non-qualified plans--$20,000

[diamond] Individual Retirement Annuity (Rollover IRA only)--$20,000

[diamond] Bank draft program--$500

[diamond] Qualified plans--$20,000 annually

<PAGE>

MINIMUM SUBSEQUENT PAYMENT: The least amount that you may pay when you make any
subsequent payments, after the minimum initial payment (see above). The minimum
subsequent payment for all contracts is $500.

NET ASSET VALUE: Net asset value of a series' shares is computed by dividing the
value of the net assets of the series by the total number of series outstanding
shares.

PAYMENT UPON DEATH: The obligation of Phoenix under a contract to make a payment
on the death of the owner or annuitant anytime: (a) before the maturity date of
a contract (see "Payment Upon Death Before Maturity Date") or (b) after the
maturity date of a contract (see "Payment Upon Death After Maturity Date").

PHOENIX (OUR, US, WE, COMPANY): Phoenix Home Life Mutual Insurance Company.

SERIES: A separate investment portfolio of a fund.

VALUATION DATE: A valuation date is every day the New York Stock Exchange
("NYSE") is open for trading.

VARIABLE PAYMENT ANNUITY: An annuity providing payments that vary in amounts,
according to the investment experience of the selected subaccounts.

VPMO: Variable Products Mail Operations, the division of Phoenix that receives
and processes incoming mail for Variable Products Operations.

VPO: Variable Products Operations.

<PAGE>

SUMMARY OF EXPENSES

<TABLE>
<CAPTION>
CONTRACT OWNER TRANSACTION EXPENSES ALL SUBACCOUNTS
---------------
<S> <C>
Sales Charges Imposed on Purchases.................................................. None
Deferred Surrender Charges.......................................................... None
Subaccount Transfer Charge.......................................................... None

ANNUAL ADMINISTRATIVE CHARGE

Maximum......................................................................... $35

SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage of average account value)

Mortality and Expense Risk Fee.................................................. 1.275%
Daily Administrative Fee........................................................ .125%
-----

Total Separate Account Annual Expenses.......................................... 1.40%
</TABLE>

<PAGE>

FUND ANNUAL EXPENSES
(as a percentage of fund average net assets)
<TABLE>
- -------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
OTHER EXPENSES TOTAL EXPENSES TOTAL EXPENSES
SERIES MANAGEMENT RULE 12B-1 BEFORE BEFORE AFTER
FEES FEES REIMBURSEMENT(1) REIMBURSEMENT REIMBURSEMENT(2)
- -------------------------------------------------------------------------------------------------------------------------------
THE PHOENIX EDGE SERIES FUND
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Phoenix Research Enhanced Index .45% N/A .30% .75% .55%
Phoenix-Aberdeen International .75% N/A .26% 1.01% 1.01%
Phoenix-Aberdeen New Asia 1.00% N/A 1.39% 2.39% 1.25%
Phoenix-Bankers Trust Dow 30 .35% N/A 7.46% 7.81% .50%
Phoenix-Duff & Phelps Real Estate Securities .75% N/A .56% 1.31% 1.00%
Phoenix-Engemann Capital Growth .62% N/A .06% .68% .68%
Phoenix-Engemann Nifty Fifty .90% N/A .53% 1.43% 1.05%
Phoenix-Federated U.S. Government Bond .60% N/A 7.61% 8.21% .75%
Phoenix-Goodwin Money Market .40% N/A .17% .57% .55%
Phoenix-Goodwin Multi-Sector Fixed Income .50% N/A .21% .71% .65%
Phoenix-Hollister Value Equity .70% N/A 1.33% 2.03% .85%
Phoenix-Janus Equity Income .85% N/A 17.96% 18.81% 1.00%
Phoenix-Janus Flexible Income .80% N/A 7.38% 8.18% .95%
Phoenix-Janus Growth .85% N/A 16.44% 17.29% 1.00%
Phoenix-Morgan Stanley Focus Equity .85% N/A 7.26% 8.11% 1.00%
Phoenix-Oakhurst Balanced .54% N/A .16% .70% .70%
Phoenix-Oakhurst Growth and Income .70% N/A .31% 1.01% .85%
Phoenix-Oakhurst Strategic Allocation .58% N/A .12% .70% .70%
Phoenix-Schafer Mid-Cap Value 1.05% N/A 1.53% 2.58% 1.20%
Phoenix-Seneca Mid-Cap Growth .80% N/A 1.24% 2.04% 1.05%
Phoenix-Seneca Strategic Theme .75% N/A .22% .97% .97%

BT INSURANCE FUNDS TRUST
- -------------------------------------------------------------------------------------------------------------------------------
EAFE[registered trademark] Equity Index Fund .45% N/A .69% 1.15% .65%

FEDERATED INSURANCE SERIES
- -------------------------------------------------------------------------------------------------------------------------------
Federated Fund for U.S. Government Securities II .60% N/A .43% 1.03% .78%
Federated High Income Bond Fund II .60% N/A .44% 1.04% .79%

MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.
- -------------------------------------------------------------------------------------------------------------------------------
Technology Portfolio .79% N/A 11.78% 12.57% 1.15%

TEMPLETON VARIABLE PRODUCTS SERIES FUND(3)
- -------------------------------------------------------------------------------------------------------------------------------
Mutual Shares Investments Fund -- Class 2 .60% .25% .19% 1.04% 1.04%
Templeton Asset Allocation Fund -- Class 2 .65% .25% .09% .99% 0.99%
Templeton Developing Markets Fund -- Class 2 1.25% .25% .29% 1.79% 1.79%
Templeton International Fund -- Class 2 .78% .25% .07% 1.10% 1.10%
Templeton Stock Fund -- Class 2 .80% .25% .05% 1.10% 1.10%

WANGER ADVISORS TRUST
- -------------------------------------------------------------------------------------------------------------------------------
Wanger Foreign Forty 1.00% N/A 2.45% 3.45% 1.45%
Wanger International Small Cap 1.25% N/A .24% 1.49% 1.49%
Wanger Twenty .95% N/A 1.17% 2.12% 1.35%
Wanger U.S. Small Cap .95% N/A .07% 1.02% 1.02%
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Each series pays a portion or all of its expenses other than the management
fee. The Phoenix Research Enhanced Index Series will pay up to .10%; the
Phoenix-Engemann Capital Growth, Phoenix-Goodwin Multi-Sector Fixed Income,
Phoenix-Oakhurst Strategic Allocation, Phoenix-Goodwin Money Market,
Phoenix-Oakhurst Balanced, Phoenix-Engemann Nifty Fifty, Phoenix-Oakhurst
Growth and Income, Phoenix-Hollister Value Equity and Phoenix-Schafer
Mid-Cap Value, Phoenix-Bankers Trust Dow 30, Phoenix-Federated U.S.
Government Bond, Phoenix-Janus Equity Income, Phoenix-Janus Flexible Income,
Phoenix-Janus Growth and Phoenix-Morgan Stanley Focus Equity Series will pay
up to .15%; the Phoenix-Duff & Phelps Real Estate Securities,
Phoenix-Seneca Strategic Theme, Phoenix-Aberdeen New Asia, and
Phoenix-Seneca Mid-Cap Growth Series will pay up to .25%; and the
Phoenix-Aberdeen International Series will pay up to .40%. The Wanger
Foreign Forty will pay up to .45%, the Wanger U.S. Small Cap Series will pay
up to .50%, the Wanger International Small Cap will pay up to .60%, and the
Wanger Twenty will pay up to .40%.
(2) Reflects the effect of any management fee waivers and reimbursement of
expenses.
(3) Earlier this year the Fund's shareholders approved a merger and
reorganization that will merge the Fund with a similar fund of Franklin
Templeton Variable Insurance Products Trust on or about 5/1/00. The
table shows restated total expenses for the Fund based on the combined
assets of the two funds as of 12/31/99, even though the merger will
not be effective until 5/1/00. The Fund's Class 2 distribution plan or
"Rule 12b-1 Plan" is described in the Fund's prospectus.

<PAGE>

SUMMARY OF EXPENSES (CONTINUED)

It is impossible to show you what expenses you would incur if you purchased
a contract because there are so many different factors which affect expenses.
However, the following three tables are meant to help demonstrate how certain
decisions or choices by you could result in different levels of expense.

EXAMPLES:
If you surrender your contract at the end of one of these time periods, you
would pay the following expenses on a $1,000 investment. We have assumed a
constant 5% annual return on the invested assets for all of the series.

<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Phoenix Research Enhanced Index Series..........................
Phoenix-Aberdeen International Series...........................
Phoenix-Aberdeen New Asia Series................................
Phoenix-Bankers Trust Dow 30 Series.............................
Phoenix-Duff & Phelps Real Estate Securities Series.............
Phoenix-Engemann Capital Growth Series..........................
Phoenix-Engemann Nifty Fifty Series.............................
Phoenix-Federated U.S. Government Bond Series...................
Phoenix-Goodwin Money Market Series.............................
Phoenix-Goodwin Multi-Sector Fixed Income Series................
Phoenix-Hollister Value Equity Series...........................
Phoenix-Janus Equity Income Series..............................
Phoenix-Janus Flexible Income Series............................
Phoenix-Janus Growth Series..................................... [To be filed by Amendment]
Phoenix-Morgan Stanley Focus Equity Series......................
Phoenix-Oakhurst Balanced Series................................
Phoenix-Oakhurst Growth and Income Series.......................
Phoenix-Oakhurst Strategic Allocation Series....................
Phoenix-Schafer Mid-Cap Value Series............................
Phoenix-Seneca Mid-Cap Growth Series............................
Phoenix-Seneca Strategic Theme Series...........................
EAFE[registered trademark] Equity Index Fund....................
Federated Fund for U.S. Government Securities II................
Federated High Income Bond Fund II..............................
Technology Portfolio............................................
Mutual Shares Investments Fund -- Class 2.......................
Templeton Asset Allocation Fund -- Class 2......................
Templeton Developing Markets Fund -- Class 2....................
Templeton International Fund -- Class 2.........................
Templeton Stock Fund -- Class 2.................................
Wanger Foreign Forty............................................
Wanger International Small Cap..................................
Wanger Twenty...................................................
Wanger U.S. Small Cap...........................................
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

SUMMARY OF EXPENSES (CONTINUED)

If you annuitize your contract at the end of one of these time periods, you
would pay the following expenses on a $1,000 investment. We have assumed a
constant 5% annual return on the invested assets for all of the series.

<PAGE>

SUMMARY OF EXPENSES (CONTINUED)

If you leave your premiums in the contract and you do not surrender or
annuitize it, after each of these time periods you will have paid the following
expenses on a $1,000 investment. We have assumed a constant 5% annual return on
the invested assets for all of the series.

The purpose of the tables above is to assist you in understanding the
various costs and expenses that your contract will bear directly or indirectly.
It is based on historical fund expenses, as a percentage of net assets for the
year ended December 31, 1999, except as indicated. The tables reflect 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. We
will charge any premium or other taxes levied by any governmental entity with
respect to your contract against the contract values based on a percentage of
premiums paid. Certain states currently impose premium taxes on the contracts
and range from 0% to 3.5% of premiums paid. See "Deductions and Charges--Premium
Tax" and Appendix C.

The Examples should not be considered a representation of future expenses.
Actual expenses may be greater or less than those shown. See "Deductions and
Charges."

<PAGE>

CONTRACT SUMMARY
- --------------------------------------------------------------------------------
This summary describes the general provisions of the contract.

Certain provisions of the contract described in this prospectus may differ
in a particular state because of specific state requirements.

If there is ever a difference between the provisions within this prospectus
and the provisions of the contract, the contract provisions will apply.

OVERVIEW
The contract offers a dynamic idea in retirement planning. It's designed to
provide you with retirement income at a future date, while allowing maximum
flexibility in obtaining your investment goals.

The contract offers a combination of investment options, both variable and
fixed. Investments in the variable options provide results which vary and depend
upon the performance of the underlying fund, while investments in the GIA
provide guaranteed interest earnings subject to certain conditions. Please refer
to "Appendix B" for a detailed discussion of the GIA.

The contract also provides for the payment of a death benefit upon the death
of either the owner or the annuitant anytime before the contract matures.

INVESTMENT FEATURES

FLEXIBLE PAYMENTS
[diamond] You may make payments anytime until the maturity date.

[diamond] You can vary the amount and frequency of your payments.

[diamond] Other than the Minimum Initial Payment, there are no required
payments.

MINIMUM CONTRIBUTION
[diamond] Generally, the Minimum Initial Payment is $20,000.

ALLOCATION OF PREMIUMS AND CONTRACT VALUE
[diamond] Payments are invested in one or more of the subaccounts and the GIA.

[diamond] Transfers between the subaccounts and into the GIA can be made
anytime. Transfers from the GIA are subject to rules discussed in
Appendix B and in "The Accumulation Period--Transfers."

[diamond] The contract value varies with the investment performance of the funds
and is not guaranteed.

[diamond] The contract value allocated to the GIA will depend on deductions
taken from the GIA and interest accumulation at rates set by us
(minimum--3%).

WITHDRAWALS
[diamond] You may partially or fully surrender the contract anytime for its
contract value less any applicable premium tax.

DEATH BENEFIT
The contract provides for payment on the death of the owner or the annuitant
at anytime prior to the maturity date. The amount payable differs depending on
whether the annuitant or owner/annuitant has reached age 80. See "Payment Upon
Death Before Maturity."

DEDUCTIONS AND CHARGES

FROM THE ACCOUNT
[diamond] Mortality and expense risk fee--1.275% annually. See "Charges for
Mortality and Expense Risks."

[diamond] The daily administrative fee--.125% annually. See "Charges for
Administrative Services."

OTHER CHARGES OR DEDUCTIONS
[diamond] Premium Taxes--taken from the Contact value upon annuitization.
[bullet] Phoenix will reimburse itself for such taxes on the date of a
partial withdrawal, surrender of the contract, maturity date
or payment of death proceeds. See "Premium Tax."

[diamond] Administrative Fee--maximum of $35 each year.

See "Deductions and Charges" for a detailed description of contract charges.

In addition, certain charges are deducted from the assets of the funds for
investment management services. See the prospectuses for the funds for more
information.

ADDITIONAL INFORMATION

FREE LOOK PERIOD
You have the right to review the Contract. If you are not satisfied you may
return it within 10 days after you receive it and cancel the Contract. You will
receive in cash the adjusted value of the initial payment, however, if
applicable state law requires, we will return the full amount of the initial
payment.

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.

VARIATIONS
The contract is subject to laws and regulations in every state where the
contract is sold. Therefore, the terms of the contract may vary from state to
state.

<PAGE>

PHOENIX HOME LIFE VARIABLE ACCUMULATION ACCOUNT

FINANCIAL HIGHLIGHTS
ACCUMULATION UNIT VALUES
(SELECTED DATA FOR AN ACCUMULATION UNIT OUTSTANDING
THROUGHOUT THE INDICATED PERIOD)

The subaccounts commenced operations as of the date of this prospectus;
therefore, data for these subaccounts are not yet available.

PERFORMANCE HISTORY
- --------------------------------------------------------------------------------
We may include the performance history of the subaccounts in advertisements,
sales literature or reports. Performance information about each subaccount is
based on past performance only and is not an indication of future performance.

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

You select the investment objective of each contract on a continuing basis
by directing the allocation of payments and the reallocation of the contract
value among the subaccounts or GIA.

PHOENIX AND THE ACCOUNT
- --------------------------------------------------------------------------------
We are a mutual life insurance company originally chartered in Connecticut
in 1851 and redomiciled to New York in 1992. Our executive office is located at
One American Row, Hartford, Connecticut 06102 and our main administrative office
is located at 100 Bright Meadow Boulevard, Enfield, Connecticut 06083-1900. The
principal office is located at 10 Krey Boulevard, East Greenbush, New York
12144. Phoenix sells variable annuity contracts through its own field force of
agents and through brokers.

On June 21, 1982, we established the Account, a separate account created
under the insurance laws of Connecticut. The Account is registered with the 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 by the SEC of the
management or investment practices or policies of the Account or of 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 must be credited to or
charged against the amounts placed in the Account without regard to the other
income, gains and losses from any other business or activity of Phoenix. The
assets of the Account may not be used to pay liabilities arising out of any
other business that we 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 general account of Phoenix (the "General Account"). The
General Account supports all insurance and annuity obligations of Phoenix and is
made up of all of its general assets other than those allocated to any separate
account such as the Account. For more complete information concerning the GIA,
see Appendix B.

INVESTMENTS OF THE ACCOUNT
- --------------------------------------------------------------------------------
PARTICIPATING INVESTMENT FUNDS

THE PHOENIX EDGE SERIES FUND
Certain subaccounts invest in corresponding series of The Phoenix Edge
Series Fund. The following series are currently available:

PHOENIX RESEARCH ENHANCED INDEX SERIES: The investment objective of the
series is to seek high total return by investing in a broadly diversified
portfolio of equity securities of large and medium capitalization companies
within market sectors reflected in the S&P 500. The series invests in a
portfolio of undervalued common stocks and other equity securities which appear
to offer growth potential and an overall volatility of return similar to that of
the S&P 500.

PHOENIX-ABERDEEN INTERNATIONAL SERIES: The investment objective of the
series is to seek a high total return consistent with reasonable risk. The
series invests primarily in an internationally diversified portfolio of equity
securities. It intends to reduce its risk by engaging in hedging transactions
involving options, futures contracts and foreign currency transactions. The
Phoenix-Aberdeen International Series provides a means for investors to invest a
portion of their assets outside the United States.

<PAGE>

PHOENIX-ABERDEEN NEW ASIA SERIES: The investment objective of the series is
to seek long-term capital appreciation. The series invests primarily in a
diversified portfolio of equity securities of issuers organized and principally
operating in Asia, excluding Japan.

PHOENIX-BANKERS TRUST DOW 30 SERIES: The series seeks to track the total
return of the Dow Jones Industrial Average[service mark] (the "DJIA[service
mark]") before fund expenses.

PHOENIX-DUFF & PHELPS REAL ESTATE SECURITIES SERIES: The investment
objective of the series is to seek capital appreciation and income with
approximately equal emphasis. Under normal circumstances, it invests 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.

PHOENIX-ENGEMANN CAPITAL GROWTH SERIES: The investment objective of the
series is to achieve intermediate and long-term growth of capital, with income
as a secondary consideration. The Phoenix-Engemann Capital Growth Series invests
principally in common stocks of corporations believed by management to offer
growth potential.

PHOENIX-ENGEMANN NIFTY FIFTY SERIES: The investment objective of the series
is to seek long-term capital appreciation by investing in approximately 50
different securities which offer the best potential for long-term growth of
capital. At least 75% of the series' assets will be invested in common stocks of
high quality growth companies. The remaining portion will be invested in common
stocks of small corporations with rapidly growing earnings per share or common
stocks believed to be undervalued.

PHOENIX-FEDERATED U.S. GOVERNMENT BOND SERIES: The investment objective of
the series is to maximize total return by investing primarily in debt
obligations of the U.S. Government, its agencies and instrumentalities.

PHOENIX-GOODWIN MONEY MARKET SERIES: The investment objective of the series
is to provide maximum current income consistent with capital preservation and
liquidity. The Phoenix-Goodwin Money Market Series invests exclusively in high
quality money market instruments.

PHOENIX-GOODWIN MULTI-SECTOR FIXED INCOME SERIES: The investment objective
of the series is to seek long-term total return. The Phoenix-Goodwin
Multi-Sector Fixed Income Series seeks to achieve its investment objective by
investing in a diversified portfolio of high yield and high quality fixed income
securities.

PHOENIX-HOLLISTER VALUE EQUITY SERIES: The primary investment objective of
the series is long-term capital appreciation, with a secondary investment
objective of current income. The Phoenix-Hollister Value Equity Series seeks to
achieve its objective by investing in a diversified portfolio of common stocks
that meet certain quantitative standards that indicate above average financial
soundness and intrinsic value relative to price.

PHOENIX-JANUS EQUITY INCOME SERIES: The investment objective of the series
is to seek current income and long-term growth of capital.

PHOENIX-JANUS FLEXIBLE INCOME SERIES: The investment objective of the series
is to seek to obtain maximum total return, consistent with preservation of
capital.

PHOENIX-JANUS GROWTH SERIES: The investment objective of the series is to
seek long-term growth of capital, in a manner consistent with the preservation
of capital.

PHOENIX-MORGAN STANLEY FOCUS EQUITY SERIES: The investment objective of the
series is to seek capital appreciation by investing primarily in equity
securities.

PHOENIX-OAKHURST BALANCED SERIES: The investment objective of the series is
to seek reasonable income, long-term capital growth and conservation of capital.
The Phoenix-Oakhurst Balanced Series invests based on combined considerations of
risk, income, capital enhancement and protection of capital value.

PHOENIX-OAKHURST GROWTH AND INCOME SERIES: The investment objective of the
series is to seek dividend growth, current income and capital appreciation by
investing in common stocks. The Phoenix-Oakhurst Growth and Income Series seeks
to achieve its objective by selecting securities primarily from equity
securities of the 1,000 largest companies traded in the United States, ranked by
market capitalization.

PHOENIX-OAKHURST STRATEGIC ALLOCATION SERIES: The investment objective of
the series is to realize as high a level of total return over an extended period
of time as is considered consistent with prudent investment risk. The
Phoenix-Oakhurst Strategic Allocation Series invests in stocks, bonds and money
market instruments in accordance with the investment advisor's appraisal of
investments most likely to achieve the highest total return.

PHOENIX-SCHAFER MID-CAP VALUE SERIES: The primary investment objective of
the series is to seek long-term capital appreciation, with current income as the
secondary investment objective. The Phoenix-Schafer Mid-Cap Value Series will
invest in common stocks of established companies having a strong financial
position and a low stock market valuation at the time of purchase which are
believed to offer the possibility of increase in value.

PHOENIX-SENECA MID-CAP GROWTH SERIES: The investment objective of the series
is to seek capital appreciation primarily through investments in equity
securities of companies that have the potential for above average market
appreciation. The series seeks to outperform the Standard & Poor's Mid-Cap 400
Index.

<PAGE>

PHOENIX-SENECA STRATEGIC THEME SERIES: The investment objective of the
series is to seek long-term appreciation of capital by identifying securities
benefiting from long-term trends present in the United States and abroad. The
Phoenix-Seneca Strategic Theme Series invests primarily in common stocks
believed to have substantial potential for capital growth.

BT INSURANCE FUNDS TRUST
A certain subaccount invests in a corresponding series of the BT Insurance
Funds Trust. The following series is currently available:

EAFE[registered trademark] EQUITY INDEX FUND: The series seeks to match the
performance of the Morgan Stanley Capital International EAFE[registered
trademark] Index ("EAFE[registered trademark] Index"), which emphasizes major
market stock performance of companies in Europe, Australia and the Far East. The
series invests in a statistically selected sample of the securities found in the
EAFE[registered trademark] Index.

FEDERATED INSURANCE SERIES
Certain subaccounts invest in corresponding series of the Federated
Insurance Series. The following series are currently available:

FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II: The investment objective
of the series is to seek current income by investing primarily in U.S.
government securities, including mortgage-backed securities issued by U.S.
government agencies.

FEDERATED HIGH INCOME BOND FUND II: The investment objective of the series
is to seek high current income by investing primarily in a diversified portfolio
of high-yield, lower-rated corporate bonds.

MORGAN STANLEY DEAN WITTER UNIVERSAL FUNDS, INC.
A certain subaccount invests in a corresponding series of the Morgan Stanley
Dean Witter Universal Funds, Inc. The following series is currently available:

TECHNOLOGY PORTFOLIO: The investment objective of the series is to seek
long-term capital appreciation by investing primarily in equity securities of
companies that the investment advisor expects to benefit from their involvement
in technology and technology-related industries.

TEMPLETON VARIABLE PRODUCTS SERIES FUND
Certain subaccounts invest in Class 2 shares of the corresponding series of
the Templeton Variable Products Series Fund. The following series are currently
available:

MUTUAL SHARES INVESTMENTS FUND: The primary investment objective of the
series is capital appreciation with income as a secondary objective. The Mutual
Shares Investments Fund invests primarily in domestic equity securities that the
manager believes are significantly undervalued.

TEMPLETON ASSET ALLOCATION FUND: The investment objective of the series is a
high level of total return. The Templeton Asset Allocation Fund invests in
stocks of companies of any nation, bonds of companies and governments of any
nation and in money market instruments. Changes in the asset mix will be made in
an attempt to capitalize on total return potential produced by changing economic
conditions throughout the world, including emerging market countries.

TEMPLETON DEVELOPING MARKETS FUND: The investment objective of the series is
long-term capital appreciation. The Templeton Developing Markets Fund invests
primarily in emerging market equity securities.

TEMPLETON INTERNATIONAL FUND: The investment objective of the series is
long-term capital growth. The Templeton International Fund invests primarily in
stocks of companies located outside the United States, including emerging
markets.

TEMPLETON STOCK FUND: The investment objective of the series is long-term
capital growth. The Templeton Stock Fund invests primarily in common stocks
issued by companies in various nations throughout the world, including the U.S.
and emerging markets.

WANGER ADVISORS TRUST
Certain subaccounts invest in corresponding series of the Wanger Advisors
Trust. The following series are currently available:

WANGER FOREIGN FORTY: The investment objective of the series is to seek
long-term capital growth. The Wanger Foreign Forty invests primarily in equity
securities of foreign companies with market capitalization of $1 billion to $10
billion and focuses its investments in 40 to 60 companies in the developed
markets.

WANGER INTERNATIONAL SMALL CAP: The investment objective of the series is to
seek long-term capital growth. The Wanger International Small Cap invests
primarily in securities of non-U.S. companies with total common stock market
capitalization of less than $1 billion.

WANGER TWENTY: The investment objective of the series is to seek long-term
capital growth. The Wanger Twenty invests primarily in the stocks of U.S.
companies with market capitalization of $1 billion to $10 billion and ordinarily
focuses its investments in 20 to 25 U.S. companies.

WANGER U.S. SMALL CAP: The investment objective of the series is to seek
long-term capital growth. The Wanger U.S. Small Cap invests primarily in
securities of U.S. companies with total common stock market capitalization of
less than $1 billion.

Each series will be subject to market fluctuations and the risks that come
with the ownership of any security, and there can be no assurance that any
series will achieve its stated investment objective.

<PAGE>

In addition to being sold to the Account, shares of the funds also may be
sold to other separate accounts of Phoenix or its affiliates or to the separate
accounts of other insurance companies.

It is possible that in the future it may be disadvantageous for variable
life insurance separate accounts and variable annuity separate accounts to
invest in the fund(s) simultaneously. Although neither we nor the fund(s)
trustees currently foresee any such disadvantages either to variable life
insurance policyowners or to variable annuity contract owners, the funds'
trustees intend to monitor events in order to identify any material conflicts
between variable life insurance policyowners and variable annuity contract
owners and to determine what action, if any, should be taken in response to such
conflicts. Material conflicts could, for example, result from (1) changes in
state insurance laws, (2) changes in federal income tax laws, (3) changes in the
investment management of any portfolio of the fund(s) or (4) differences in
voting instructions between those given by variable life insurance policyowners
and those given by variable annuity contract owners. We will, at our own
expense, remedy such material conflicts, including, if necessary, segregating
the assets underlying the variable life insurance policies and the variable
annuity contracts and establishing a new registered investment company.

INVESTMENT ADVISORS
Phoenix Investment Counsel, Inc. ("PIC") and Phoenix Variable Advisors, Inc.
("PVA") are the investment advisors to all series in The Phoenix Edge Series
Fund except the Phoenix-Duff & Phelps Real Estate Securities and
Phoenix-Aberdeen New Asia Series. Based on subadvisory agreements with the fund,
the advisor delegates certain investment decisions and research functions to
subadvisors for the following series:

[diamond] Bankers Trust Company
[bullet] Phoenix-Bankers Trust Dow 30 Series

[diamond] Federated Investment Management Company
[bullet] Phoenix-Federated U.S. Government Bond Series

[diamond] J.P. Morgan Investment Management, Inc.
[bullet] Phoenix Research Enhanced Index Series

[diamond] Janus Capital Corporation
[bullet] Phoenix-Janus Equity Income Series
[bullet] Phoenix-Janus Flexible Income Series
[bullet] Phoenix-Janus Growth Series

[diamond] Morgan Stanley Investment Management Inc.
[bullet] Phoenix-Morgan Stanley Focus Equity Series

[diamond] Phoenix-Aberdeen International Advisors, LLC ("PAIA")
[bullet] Phoenix-Aberdeen International Series

[diamond] Roger Engemann & Associates, Inc. ("Engemann")
[bullet] Phoenix-Engemann Capital Growth Series
[bullet] Phoenix-Engemann Nifty Fifty Series

[diamond] Schafer Capital Management, Inc.
[bullet] Phoenix-Schafer Mid-Cap Value Series

[diamond] Seneca Capital Management, LLC ("Seneca")
[bullet] Phoenix-Seneca Mid-Cap Growth Series
[bullet] Phoenix-Seneca Strategic Theme Series

The investment advisor to the Phoenix-Duff & Phelps Real Estate Securities
Series is Duff & Phelps Investment Management Co. ("DPIM").

The investment advisor to the Phoenix-Aberdeen New Asia Series is PAIA.
Pursuant to subadvisory agreements with the fund, PAIA delegates certain
investment decisions and research functions with respect to the Phoenix-Aberdeen
New Asia Series to PIC and Aberdeen Fund Managers, Inc.

PIC, DPIM, Engemann and Seneca are indirect, less than wholly-owned
subsidiaries of Phoenix. PAIA is jointly owned and managed by PM Holdings, Inc.,
a subsidiary of Phoenix, and by Aberdeen Fund Managers, Inc.

The other investment advisors are:

[diamond] Bankers Trust Company
[bullet] EAFE[registered trademark] Equity Index Fund

[diamond] Federated Investment Management Company
[bullet] Federated Fund for U.S. Government Securities II
[bullet] Federated High Income Bond Fund II

[diamond] Franklin Mutual Advisers, LLC
[bullet] Mutual Shares Investments Fund

[diamond] Morgan Stanley Dean Witter Investment Management Inc.
[bullet] Technology Portfolio

[diamond] Templeton Asset Management, Ltd.
[bullet] Templeton Developing Markets Fund

[diamond] Templeton Investment Counsel, Inc.
[bullet] Templeton Asset Allocation Fund
[bullet] Templeton International Fund
[bullet] Templeton Stock Fund

[diamond] Wanger Asset Management, L.P.
[bullet] Wanger Foreign Forty
[bullet] Wanger International Small Cap
[bullet] Wanger Twenty
[bullet] Wanger U.S. Small Cap

SERVICES OF THE ADVISORS
The advisors continually furnish an investment program for each series and
manage the investment and reinvestment of the assets of each series subject at
all times to the authority and supervision of the Trustees. A detailed
discussion of the investment advisors and subadvisors, and the investment
advisory and subadvisory agreements, is contained in the accompanying prospectus
for the funds.

<PAGE>

PURCHASE OF CONTRACTS
- --------------------------------------------------------------------------------
Generally, we require minimum initial payments of:

[diamond] Non-qualified plans--$20,000

[diamond] Individual Retirement Annuity (Rollover IRAs only)--$20,000

[diamond] Bank draft program--$500
[bullet] You may authorize your bank to draw $500 or more from your
personal checking account monthly to purchase units in any
available subaccount, or for deposit in the GIA. The amount
you designate will be automatically invested on the date the
bank draws on your account. If Check-o-matic is elected, the
minimum initial payment is $500. This payment must accompany
the application (if any). Each subsequent payment under a
contract must be at least $500.

[diamond] Qualified plans--$20,000 annually
[bullet] If contracts are purchased in connection with tax-qualified
or employer-sponsored plans, a minimum annual payment of
$20,000 is required.

Generally, a contract may not be purchased for a proposed annuitant who is
86 years of age or older. Total payments in excess of $1,000,000 cannot be made
without our permission. While the annuitant is living and the contract is in
force, payments may be made anytime before the maturity date of a contract.

Payments received under the contracts will be allocated in any combination
to any subaccount or GIA, in the proportion specified in the application for the
contract or as otherwise indicated by you from time to time. Initial payments
may, under certain circumstances, be allocated to the Phoenix-Goodwin Money
Market Subaccount. See "Free Look Period." Changes in the allocation of payments
will be effective as of receipt by VPMO of notice of election in a form
satisfactory to us and will apply to any payments accompanying such notice or
made subsequent to the receipt of the notice, unless otherwise requested by you.

In certain circumstances we may reduce the initial or subsequent premium
payment amount we accept for a contract. Factors in determining qualifications
for any such reduction includes:

(1) the make-up and size of the prospective group; or

(2) the method and frequency of premium payments; and

(3) the amount of compensation to be paid to Registered Representatives on
each premium payment.

Any reduction will not unfairly discriminate against any person. We will
make any such reduction according to our own rules in effect at the time the
premium payment is received. We reserve the right to change these rules from
time to time.

DEDUCTIONS AND CHARGES
- --------------------------------------------------------------------------------
DAILY DEDUCTIONS FROM THE SEPARATE ACCOUNT

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, our
status within those states and the insurance tax laws of those states. Premium
Taxes on contracts currently range from 0% to 3.5%. We will pay any premium tax
due and will reimburse ourselves only upon the earlier of either full or partial
surrender of the contract, the maturity date or payment of death proceeds. For a
list of states and premium taxes, see Appendix C to this prospectus.

MORTALITY AND EXPENSE RISK FEE
We make a daily deduction from each subaccount for the mortality and expense
risk charge. The fee is based on an annual rate of 1.275% and is taken against
the net assets of the subaccounts.

Although you bear the investment risk of the series in which you invest,
once you begin receiving annuity payments that carry life contingencies the
annuity payments are guaranteed by us to continue for as long as the annuitant
lives. We assume the risk that annuitants as a class may live longer than
expected (requiring a greater number of annuity payments) and that our actual
expenses may be higher than the expense charges provided for in the contract.

In assuming the mortality risk, we promise to make these lifetime annuity
payments to the owner or other payee for as long as the annuitant lives
according to the annuity tables and other provisions of the contract.

No mortality and expense risk charge is deducted from the GIA. If the
charges prove insufficient to cover actual administrative costs, then the loss
will be borne by us; conversely, if the amount deducted proves more than
sufficient, the excess will be a profit to us. Any such profit may be used, as
part of our General Account assets, to meet sales expenses, if any, which are in
excess of sales commission revenue generated from any surrender charges.

We have concluded that there is a reasonable likelihood that the
distribution financing arrangement being used in connection with the contract
will benefit the Account and the contract owners.

ADMINISTRATIVE FEE
We make a daily deduction from the Account value to cover the costs of
administration. This fee is based, on an annual rate of .125% and is taken
against the net assets of the subaccounts. It compensates the Company for
administrative expenses that exceed revenues from the Administrative Charge
described below. (This fee is not deducted from the GIA.)

<PAGE>

ADMINISTRATIVE CHARGE
We deduct an administrative charge from the contract value. This charge is
used to reimburse us for some of the administrative expenses we incur in
establishing and maintaining the contracts.

The maximum administrative maintenance charge under a contract is $35. This
charge is deducted annually on the contract anniversary date. It is deducted on
a pro rata basis from the subaccounts or GIA in which you have an interest. Any
portion of the Administrative Charge from the GIA cannot exceed $30. If you
fully surrender your contract, the full administrative fee if applicable, will
be deducted at the time of withdrawal. The administrative charge will not be
deducted (either annually or upon withdrawal) if your contract value is $50,000
or more on the day the administrative charge is due. This charge may be
decreased but will never increase. 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 equal amounts.

REDUCED CHARGES, CREDITS AND BONUS GUARANTEED INTEREST RATES
We may reduce or eliminate the mortality and expense risk fee and annual
administrative charge, credit additional amounts or grant bonus Guaranteed
Interest Rates when sales of the contracts are made to certain individuals or
groups of individuals that result in savings of sales expenses. We will consider
the following characteristics:

(1) the size and type of the group of individuals to whom the contract is
offered;

(2) the amount of anticipated premium payments;

(3) whether there is a preexisting relationship with the Company such as being
an employee of the Company or its affiliates and their spouses; or to
employees or agents who retire from the Company or its affiliates or Phoenix
Equity Planning Corporation ("PEPCO"), or its affiliates or to registered
representatives of the principal underwriter and registered representatives
of broker-dealers with whom PEPCO has selling agreements; and

(4) internal transfers from other contracts issued by the Company or an
affiliate, or making transfers of amounts held under qualified plans
sponsored by the Company or an affiliate.

Any reduction or elimination of surrender or administrative charge will not
be unfairly discriminatory against any person. We will make any reduction
according to our own rules in effect at the time the contract is issued. We
reserve the right to change these rules from time to time.

OTHER CHARGES
As compensation for investment management services, the advisors are
entitled to a fee, payable monthly and based on an annual percentage of the
average daily net asset values of each series. These fund charges and other fund
expenses are described more fully in the accompanying fund prospectuses.

THE ACCUMULATION PERIOD
- --------------------------------------------------------------------------------
The accumulation period is that time before annuity payments begin during
which your payments into the contract remain invested.

ACCUMULATION UNITS
Your Initial payments will be applied within two days of our receipt if the
application for a contract is complete. If an incomplete application is
completed within five business days of receipt by VPMO, your payment will be
applied within two days of the completion of the application. If VPMO does not
accept the application within five business days or if an order form is not
completed within five business days of receipt by VPMO, then your payment will
be immediately returned unless you request us to hold it while the application
is completed. Additional payments allocated to the GIA are deposited on the date
of receipt of payment at VPMO. Additional payments allocated to subaccounts are
used to purchase accumulation units of the subaccount(s), at the value of such
units next determined after the receipt of the payment at VPMO. The number of
accumulation units of a subaccount purchased with a specific payment will be
determined by dividing the payment by the value of an accumulation unit in that
subaccount next determined after receipt of the payment. The value of the
accumulation units of a subaccount will vary depending upon the investment
performance of the applicable series of the funds, the expenses charged against
the fund and the charges and deductions made against the subaccount.

ACCUMULATION UNIT VALUES
On any date before the maturity date of the contract, the total value of the
accumulation units in a subaccount can be computed by multiplying the number of
such units by the value of an accumulation unit on that 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
credited to you in each subaccount and their current value will be reported to
you at least annually.

TRANSFERS
You may at anytime prior to the maturity date of your contract, elect to
transfer all or any part of the contract value among one or more subaccounts and
the GIA. A transfer from a subaccount will result in the redemption of
accumulation units and, if another subaccount is selected, in the purchase of
accumulation units. The exchange will be based on the values of the accumulation
units next determined after the receipt by VPMO of written notice of election in
a form satisfactory to us. A transfer among

<PAGE>

subaccounts and GIA does not automatically change the payment allocation
schedule of your contract.

You may request transfers and changes in payment allocations among available
subaccounts and GIA by writing to Phoenix Variable Products Mail Operations, PO
Box 8027, Boston, MA 02266-8027.

Unless we otherwise agree or unless the Dollar Cost Averaging Program has
been elected, you may make only one transfer per contract year from the GIA.
Nonsystematic transfers from the GIA will be made on the date of receipt by VPMO
except as you may otherwise request. For nonsystematic 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.

Because excessive trading can hurt Fund performance and harm all contract
owners, we reserve the right to temporarily or permanently terminate exchange
privileges or reject any specific order from anyone whose transactions seem to
follow a timing pattern, including those who request more than one exchange out
of a subaccount within any 30-day period. We will not accept batch transfer
instructions from registered representatives (acting under powers of attorney
for multiple contract owners), unless we have entered into a third-party
transfer service agreement with the registered representative's broker-dealer
firm.

No surrender charge will be assessed when a transfer is made. The date a
payment was originally credited for the purpose of calculating the surrender
charge will remain the same. Currently, there is no charge for transfers;
however, we reserve the right to charge a transfer fee of $10 per transfer after
the first two transfers in each contract year to defray administrative costs.
Currently, unlimited transfers are permitted; however, we reserve the right to
change our policy to limit the number of transfers made during each contract
year. However, you will be permitted at least six transfers during each contract
year. If the Temporary Money Market Allocation Amendment is in effect, no
transfers may be made until the end of the free look period. See "Free Look
Period." There are additional restrictions on transfers from the GIA as
described above and in Appendix B.

We reserve the right to limit the number of subaccounts you may elect to a
total of 18 over the life of the contract unless changes in federal and/or state
regulation, including tax, securities and insurance law require us to impose a
lower limit.

Currently, contracts in the annuity period are not able to make transfers
between subaccounts.

OPTIONAL PROGRAMS AND BENEFITS

DOLLAR COST AVERAGING PROGRAM
You also may elect to transfer funds automatically among the subaccounts or
GIA on a monthly, quarterly, semiannual or annual basis under the Dollar Cost
Averaging Program. Generally, the minimum initial and subsequent transfer
amounts are $25 monthly, $75 quarterly, $150 semiannually or $300 annually. You
must have an initial value of $2,000 in the GIA or in the subaccount from which
funds will be transferred (sending subaccount), and if the value in that
subaccount or the GIA drops below the amount to be transferred, the entire
remaining balance will be transferred and no more systematic transfers will be
processed. Also, payments of $1,000,000 or more require our approval before we
will accept them for processing. Funds may be transferred from only one sending
subaccount or from the GIA but may be allocated to multiple receiving
subaccounts. Under the Dollar Cost Averaging Program, you may transfer
approximately equal amounts from the GIA over a period of 6 months or longer.
Transfers under the Dollar Cost Averaging Program are not subject to the general
restrictions on transfers from the GIA.

Upon completion of the Dollar Cost Averaging Program, you must notify VPO at
800/541-0171 or in writing to VPMO to start another Dollar Cost Averaging
Program.

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

The Dollar Cost Averaging Program is not available to individuals who invest
via a bank draft program or while the Asset Rebalancing Program is in effect.

The Dollar Cost Averaging Program does not ensure a profit nor guarantee
against a loss in a declining market.

ASSET REBALANCING PROGRAM
Under the Asset Rebalancing Program, we transfer funds among the subaccounts
to maintain the percentage allocation you have selected among these subaccounts.
At your election, we will make these transfers on a monthly, quarterly,
semiannual or annual basis.

Asset Rebalancing does not permit transfers to or from the GIA.

The Asset Rebalancing Program does not ensure a profit nor guarantee against
a loss in a declining market.

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, you may withdraw the
contract value in either a lump sum or by multiple scheduled or unscheduled
partial withdrawals. A signed written request for withdrawal must be sent to
VPMO. If you have not yet reached age 59 1/2, a 10% penalty tax may apply on
taxable income withdrawn. See "Federal Income Taxes." The appropriate number of
accumulation

<PAGE>

units of a subaccount will be redeemed at their value next determined after the
receipt by VPMO of a written notice in a form satisfactory to us. accumulation
units redeemed in a partial withdrawal from multiple subaccounts will be
redeemed on a pro rata basis unless you designate otherwise. contract values in
the GIA will also be withdrawn on a pro rata basis unless you designate
otherwise. 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 "Miscellaneous
Provisions--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.
Although loans are available under 403(b) plans only, certain limitations may
apply. See "Qualified Plans"; "Tax Sheltered Annuities."

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

LAPSE OF CONTRACT
The contract will terminate and lapse without value, if on any valuation
date:

[diamond] the contract value is zero; or

[diamond] the annual Administrative Charge or premium tax reimbursement due on
either a full or partial surrender is greater than or equal to the
contract value (unless any contract value has been applied under one
of the variable payment options).

Phoenix will notify you in writing that the contract has lapsed.

PAYMENT UPON DEATH BEFORE MATURITY DATE

WHO RECEIVES PAYMENT
[diamond] DEATH OF AN OWNER/ANNUITANT
If the owner/annuitant dies before the contract maturity date, the
death benefit will be paid under the contract to the annuitant's
beneficiary.

[diamond] DEATH OF AN ANNUITANT WHO IS NOT THE OWNER
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.

[diamond] SPOUSAL BENEFICIARY CONTRACT CONTINUANCE
If the spousal beneficiary continues the contract at the death of the
an owner/annuitant or owner who is not also the annuitant, the spousal
beneficiary becomes the annuitant. The benefit option in effect at the
death of an owner/annuitant or an owner will also apply to the spousal
beneficiary.

[diamond] CONTINGENT ANNUITANT CONTRACT CONTINUANCE
Upon the death of the annuitant who is not the owner provided a
contingent annuitant was named prior to the death of the annuitant the
contract will continue with the contingent annuitant becoming the
annuitant. The benefit option in effect at the death of the annuitant
will also apply to the contingent annuitant.

[diamond] QUALIFIED CONTRACTS
Under Qualified contracts, the death benefit is paid at the death of
the participant who is the annuitant under the contract.

Death benefit payments must satisfy distribution rules (See "Qualified
Plans" for a detailed discussion).

[diamond] OWNERSHIP OF THE CONTRACT BY A NON-NATURAL PERSON
If the owner is not an individual, the death of the annuitant is
treated as the death of the owner.

PAYMENT AMOUNT
[diamond] DEATH OF AN OWNER WHO IS THE ANNUITANT
Upon the death of the annuitant or owner/ annuitant who has not yet
Reached Age 80.

- 100% of payments, less adjusted partial withdrawals; or
- the contract value on the claim date; and
- the annual step-up amount on the claim date.

After the annuitant's 80th birthday, the death benefit (less any
deferred premium tax) equals the contract value (no surrender charge
is imposed) on the Claim Date.

[diamond] DEATH OF AN OWNER WHO IS NOT THE ANNUITANT
Upon the death of an owner who is not the annuitant, the death
proceeds will be paid to the owner's beneficiary. The amount of death
benefit payable is equal to the greater of:

- 100% of payments, less withdrawals; and
- the contract value on the Claim Date.

Depending upon state law, the payment to the beneficiary may avoid probate
and the death benefit may be reduced by any premium tax due. See "Premium Tax."
See also "Distribution at Death" under "Federal Income Taxes."

THE ANNUITY PERIOD
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The annuity period is that period of time beginning after the end of the
accumulation period and during which payments to you are made.

VARIABLE ACCUMULATION ANNUITY CONTRACTS
Annuity payments will begin on the contract's maturity date if the annuitant
is alive and the contract is still in force. Beginning on the maturity date,
investment in the Account

<PAGE>

is continued unless a Fixed Payment Annuity is elected. Each contract will
provide, at the time of its issuance, for a Variable Payment Life Expectancy
Annuity (Option L) unless a different annuity option is elected by you. See
"Annuity Options." Under a Variable Payment Life Expectancy Annuity, payments
are made on a monthly basis over the annuitant's annually recalculated life
expectancy or the annually recalculated life expectancy of the annuitant and
joint annuitant. A contract owner may at anytime request unscheduled withdrawals
representing part or all of the remaining contract value. 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.

If the amount to be applied on the maturity date is less than $2,000, we 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, we may
make a single sum payment equal to the total contract value on the date the
initial payment would be payable, or make periodic payments quarterly,
semiannually or annually in place of monthly payments.

Each contract specifies a provisional maturity date at the time of its
issuance and is elected by you in the application. You may subsequently elect a
different maturity date. 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 the contract is issued in connection with
certain qualified plans. Generally, under qualified plans, the maturity date
must be such that distributions begin no later than April 1st of the calendar
year following the later of: (a) the year in which the employee attains age 70
1/2 or (b) the calendar year in which the employee retires. The date set forth
in (b) does not apply to an IRA.

The maturity date election must be made by written notice and must be
received by VPMO 30 days before the provisional maturity date. If a maturity
date, which is different from the provisional maturity date, is not elected by
you, 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 (TSA), 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
applied to provide a Variable Payment Life Expectancy Annuity (Option L) as
described below. Upon the death of the annuitant and joint annuitant if any, the
remaining contract value will be paid in a lump sum to the annuitant's
beneficiary.

With the exception of the Fixed Payment Options and Option L--Variable
Payment Life Expectancy Annuity, each annuity payment will be based upon the
value of the annuity units credited to the contract. The number of annuity units
in each subaccount to be credited is based on the value of the accumulation
units in that subaccount and the applicable annuity payment rate. The contract
is issued with guaranteed minimum annuity payment rates, however, if the current
rate is higher, we'll apply the higher rate. The payment rate differs according
to the payment option selected and the age of the annuitant. The annuity payment
rate is applied and will determine all payments for the fixed annuity payment
options and the first payment for the variable annuity payment options. The
value of the annuity units will vary with the investment performance of each
subaccount to which annuity units are credited. The initial payment will be
calculated based on an assumed investment return of 4 1/2% per year. This rate
is a fulcrum return around which variable annuity payments will vary to reflect
whether actual investment experience of the subaccount is better or worse than
the assumed investment return. The assumed investment return and the calculation
of variable income payments for 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 SAI.

Instead of the Variable Payment Life Expectancy Annuity, (see "Option L"
below), you may, by written request received by VPMO on or before the maturity
date, elect any of the other annuity payment options described below.

The level of annuity payments payable under the following options is based
upon the option selected. In addition, such factors as the age at which payments
begin, the form of annuity, annuity payment rates, assumed investment rate (for
variable payment annuities) and the frequency of payments will effect the level
of annuity payments. The assumed investment rate is 4.5% per year. We use this
rate to determine the first payment under Variable Payment Annuity Options I, J,
K, M and N.

We deduct a daily charge for mortality and expense risks and a daily
administrative fee from contract values held in the subaccounts. See "Charges
For Mortality and Expense Risks" and "Charges for Administrative Services."
Therefore, electing Option K will result in a deduction being made even though
we assume no mortality risk under that option.

The following are descriptions of the annuity options available under a
contract. These descriptions should allow you to understand the basic
differences between the options, however, you should contact VPMO well in
advance of the date you wish to elect an option to obtain estimates of payments
under each option.

<PAGE>

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 10-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 paid to the survivor is 100% 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 surviving 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 10-YEAR 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 10-year period, the
annuity income will continue to the named beneficiary until the end of the
10-year period certain.

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 10-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 10-year period. The 10-year period
provides a total of 120 monthly payments. Payments will vary as to dollar
amount, based on the investment experience of the subaccounts in which proceeds
are invested.

OPTION J--JOINT SURVIVOR VARIABLE PAYMENT LIFE ANNUITY WITH 10-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 subaccounts in which proceeds are invested. 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. This option is not available for payment of any death benefit under
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 at anytime request
unscheduled withdrawals representing part or all of the remaining contract
value.

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 at anytime
request unscheduled withdrawals representing part or all of the remaining
contract value. 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--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.

<PAGE>

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
We may offer other annuity options at the time a contract reaches its
maturity date. In addition, in the event that annuity payment rates for
contracts are at that time more favorable than the applicable rates guaranteed
under the contract, the then current settlement rates shall be used in
determining the amount of any annuity payment under the annuity options above.

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

Federal income tax requirements also provide that participants in regular or
SIMPLE IRAs must begin minimum distributions by April 1 of the year following
the year in which they attain age 70 1/2. Minimum distribution requirements do
not apply to Roth IRAs. Distributions from qualified plans generally must begin
by the later of actual retirement or April 1 of the year following the year
participants attain age 70 1/2. Any required minimum 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.

If the initial monthly annuity payment under an annuity option would be less
than $20, we 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, semiannually
or annually in place of monthly payments.

Currently, transfers between subaccounts are not available for amounts
allocated to any of the variable payment annuity options.

PAYMENT UPON DEATH AFTER MATURITY DATE
If an owner who also is the annuitant dies on or after the maturity date,
except as may otherwise be provided under any supplementary contract between the
owner and us, we 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, we 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, we 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 NYSE is open for trading. The NYSE is
scheduled to be closed on the following days: New Year's Day, Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day. The Board of Directors of the
NYSE reserves the right to change this schedule as conditions warrant. On each
valuation date, the value of the Account is determined at the close of the NYSE
(currently 4:00 p.m. Eastern Time).

VALUATION PERIOD
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 a subaccount. 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. After the first valuation
period, the accumulation unit value reflects the cumulative investment
experience of that subaccount.

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 depending on whether the assets gained
or lost value that day. To determine the net investment rate for any valuation
period for the funds allocated to each subaccount, the following steps are
taken: (a) the aggregate accrued investment income and capital gains and losses,
whether realized or unrealized, of the subaccount for such valuation period is
computed, (b) the amount in (a) is then adjusted by the sum of the charges and
credits for any applicable income taxes and the deductions at the beginning of
the valuation period for mortality and expense risk charges and daily
administration fee, and (c) the results of (a) as adjusted by (b) are divided by
the aggregate unit values in the subaccount 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 VPMO 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 to us.

DEFERMENT OF PAYMENT
Payment of the contract value in a single sum upon a withdrawal from, or
complete surrender of, a contract will ordinarily be made within seven days
after receipt of the written request by VPMO. However, we may postpone payment
of the value of any accumulation units at times (a) when the NYSE is closed,
other than customary weekend and holiday closings, (b) when trading on the NYSE
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 over us 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
We may mail the contract to you or we may deliver it to you in person. You
may surrender a contract for any reason within 10 days after you receive it and
receive in cash the adjusted value of your initial payment. (A longer Free Look
Period may be required by your state.) You may receive more or less than the
initial payment depending on investment experience within the subaccounts during
the Free Look Period. If a portion or all of your initial payment has been
allocated to the GIA, we also will refund any earned interest. If applicable
state law requires, we will return the full amount of any payments we received.

During periods of extreme market volatility, we reserve the right to make
the Temporary Money Market Allocation Amendment available. In states that
require return of premium during the Free Look Period, we will allocate those
portions of your initial payment designated for the subaccounts to the
Phoenix-Goodwin Money Market Subaccount and those portions designated for the
GIA will be allocated to that Account. At the expiration of the Free Look
Period, the value of the accumulation units held in the Phoenix-Goodwin Money
Market Subaccount will be allocated among the available subaccounts in
accordance with your allocation instructions on the application.

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 SAI must be filed with the SEC.

SUBSTITUTION OF FUND SHARES
Although infrequent, it is possible that in the judgment of our 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 or because of
poor performance. In that event, we may seek to substitute or merge the shares
of another series or the shares of an entirely different 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. Transfer of the
ownership of a contract may involve federal income tax consequences, and a
qualified advisor 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, (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
our 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. The tax rules are complicated and this discussion can only make you
aware of the issues. Each person concerned should consult a competent tax
advisor. 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 our 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

<PAGE>

(the "IRS"). We do not guarantee the tax status of the contracts. Purchasers
bear the complete risk that the contracts may not be treated as "annuity
contracts" under federal income tax laws. For a discussion of federal income
taxes as they relate to the funds, please see the accompanying prospectuses for
the funds.

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

TAXATION OF ANNUITIES IN GENERAL--NON-QUALIFIED PLANS
Section 72 of the Code governs taxation of annuities. In general, a contract
owner is not taxed on increases in value of the units held under a contract
until some form of distribution is made. 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."

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 payments
(premiums paid) by or on behalf of an individual under a contract that have not
been 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 amount received on account of a total or partial surrender of a
contract. 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.

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 advisor if you
think you may qualify for "lump sum distribution" treatment. The 5-year
averaging rule for lump sum distribution has been repealed for tax years
beginning after 1999.

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. For certain types of qualified plans, there may be no investment in the
contract resulting in the full amount of the payments being taxable. A
simplified method of determining the exclusion ratio is effective with respect
to qualified plan annuities starting after November 18, 1996.

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

PENALTY TAX ON CERTAIN SURRENDERS AND WITHDRAWALS
Amounts surrendered or distributed before the taxpayer reaches age 59 1/2
are subject to a penalty tax 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 or her 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 and to a special penalty of 25% applicable specifically to
SIMPLE IRAs or other special penalties applicable to Roth IRAs); (v) allocable
to investment in the contract before August 14, 1982; (vi) under a qualified
funding asset (as defined in

<PAGE>

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) within 5 years from the date of the first payment,
or (b) before the taxpayer reaches age 59 1/2.

Separate tax withdrawal penalties apply to qualified plans. See "Penalty Tax
on Surrenders and Withdrawals from Qualified Contracts."

ADDITIONAL CONSIDERATIONS

DISTRIBUTION-AT-DEATH RULES
In order to be treated as an annuity contract for federal income tax
purposes, a contract must provide the following two distribution rules: (a) if
the contract owner dies on or after the contract maturity date, and before the
entire interest in the contract has been distributed, the remainder of the
contract owner's interest will be distributed at least as quickly as the method
in effect on the contract owner's death; and (b) if a contract owner dies before
the contract maturity date, the contract owner's entire interest generally must
be distributed within five (5) years after the date of death, or if payable to a
designated beneficiary, may be annuitized over the life or life expectancy of
that beneficiary and payments must begin 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.
Similar distribution requirements apply to annuity contracts under qualified
plans. However, a number of restrictions, limitations and special rules apply to
qualified plans and contract owners should consult with their tax advisor.

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 primary
annuitant is treated as 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, distribution will be required at the death of the first
of the contract owners.

If the contract owner or a joint contract owner dies on or after the
maturity date, the remaining payments, if any, under the annuity option selected
will be made at least as rapidly as under the method of distribution in effect
at the time of death.

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.

CONTRACTS OWNED BY NON-NATURAL PERSONS
If the contract is held by a non-natural person (for example, a corporation)
the income on that contract (generally the increase in the net surrender value
less the premium paid) is includable in income each year. The rule does not
apply where the non-natural person is the nominal owner of a contract and the
beneficial owner is a natural person. The rule also does not apply where the
annuity contract is acquired by the estate of a decedent, where the contract is
held under a qualified plan, a TSA program or an IRA, where the contract is a
qualified funding asset for structured settlements, or where the contract is
purchased on behalf of an employee upon termination of a qualified plan, and nor
if the annuity contract is an immediate annuity.

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 generally 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 are, in a Code Section 1035 exchange,
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 advisors.

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

<PAGE>

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 advisor before purchasing more than one contract
or other annuity contracts.

DIVERSIFICATION STANDARDS

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 calendar quarter
that the series' assets be invested in no more than:

[diamond] 55% in any 1 investment

[diamond] 70% in any 2 investments

[diamond] 80% in any 3 investments

[diamond] 90% in any 4 investments

A "look-through" rule applies to treat a pro rata portion of each asset of a
series 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.

The Treasury Department has indicated that the Diversification Regulations
do not provide guidance regarding the circumstances in which contract owner
control of the investments of the Account will cause the contract owner to be
treated as the owner of the assets of the Account, thereby resulting in the loss
of favorable tax treatment for the contract. At this time, it cannot be
determined whether additional guidance will be provided and what standards may
be contained in such guidance. The amount of contract owner control which may be
exercised under the contract is different in some respects from the situations
addressed in published rulings issued by the IRS in which was held that the
policyowner was not the owner of the assets of the separate account. It is
unknown whether these differences, such as the contract owner's ability to
transfer among investment choices or the number and type of investment choices
available, would cause the contract owner to be considered as the owner of the
assets of the Account resulting in the imposition of federal income tax to the
contract owner with respect to earnings allocable to the contract prior to
receipt of payments under the contract.

In the event any forthcoming guidance or ruling is considered to set forth a
new position, such guidance or ruling generally will be applied only
prospectively. However, if such ruling or guidance was not considered to set
forth a new position, it may be applied retroactively resulting in the contract
owner being retroactively determined to be the owner of the assets of the
Account.

Due to the uncertainty in this area, we reserve the right to modify the
contract in an attempt to maintain favorable tax treatment.

We represent that we intend to comply with the Diversification Regulations
to assure that the contracts continue to be treated as annuity contracts for
federal income tax purposes.

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 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 here 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 roll-over 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

<PAGE>

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 (not including IRAs), except (a) distributions required
under the Code, (b) substantially equal distributions made over the life (or
life expectancy) of the employee, or for a term certain of 10 years or more and
(c) the portion of distributions not includable in gross income (i.e., return of
after-tax contributions).

On July 6, 1983, the Supreme Court decided in ARIZONA GOVERNING COMMITTEE V.
NORRIS that optional annuity benefits provided under an employer's deferred
compensation plan could not, under Title VII of the Civil Rights Act of 1964,
vary between men and women. The contracts sold by Phoenix in connection with
certain qualified plans will utilize annuity tables which do not differentiate
on the basis of sex. Such annuity tables also will be available for use in
connection with certain non-qualified deferred compensation plans.

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

TAX SHELTERED ANNUITIES ("TSAS")
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 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 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 distribution amount
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. Contract owner loans are not allowed under the contracts.

Effective May 4, 1998, loans may be made available under Internal Revenue
Code Section 403(b) tax-sheltered annuity programs. If the program permits
loans, a loan from the participant's contract value may be requested. The loan
must be at least $1,000 and the maximum loan amount is the greater of: (a) 90%
of the first $10,000 of contract value minus any contingent deferred surrender
charge; and (b) 50% of the contract value minus any contingent deferred
surrender charge. The maximum loan amount is $50,000. If loans are outstanding
from any other tax-qualified plan then the maximum loan amount of the contract
may be reduced from the amount stated above in order to comply with the maximum
loan amount requirements under Section 72(p) of the Internal Revenue Code.
Amounts borrowed from the GIA are subject to the same limitations as applies to
transfers from the GIA; thus no more than the greater of $1,000 and 25% of the
contract value in the GIA may be borrowed at any one time.

Loan repayments will first pay any accrued loan interest. The balance will
be applied to reduce the outstanding loan balance and will also reduce the
amount of the Loan Security Account by the same amount that the outstanding loan
balance is reduced. The balance of loan repayments, after payment of accrued
loan interest, will be credited to the subaccounts of the Separate Account or
the GIA in accordance with the participant's most recent premium allocation on
file with Us.

If a loan repayment is not received by us before 90 days after the payment
was due, then the entire loan balance plus accrued interest will be in default.
In the case of default, the outstanding loan balance plus accrued interest will
be deemed a distribution for income tax purposes, and will be reported as such
to the extent required by law. At the time of such deemed distribution-interest
will continue to accrue until such time as an actual distribution occurs under
the contract.

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

<PAGE>

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 IRS.

INDIVIDUAL RETIREMENT ACCOUNTS
Code Sections 408 and 408A permit 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. Effective January 1, 1997, employers may
establish a new type of IRA called SIMPLE (Savings Incentive Match Plan for
Employees). Special rules apply to participants' contributions to and
withdrawals from SIMPLE IRAs. Also effective January 1, 1997, salary reduction
IRAs (SARSEP) no longer may be established. Effective January 1, 1998,
individuals may establish Roth IRAs. Special rules also apply to contributions
to and withdrawals from Roth IRAs.

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

These retirement plans may permit the purchase of the contracts to provide
benefits under the Plan. Contributions to the Plan for the benefit of employees
will not be includable in the gross income of the employee until distributed
from the Plan. The tax consequences to participants may vary depending upon the
particular Plan design. However, the Code places limitations and restrictions on
all Plans, including on such items as: amount of allowable contributions; form,
manner and timing of distributions; transferability of benefits; vesting and
nonforfeitability of interests; nondiscrimination in eligibility and
participation; and the tax treatment of distributions, withdrawals and
surrenders. Participant loans are not allowed under the contracts purchased in
connection with these Plans. Purchasers of contracts for use with Corporate
Pension or Profit-sharing Plans should obtain competent tax advice as to the tax
treatment and suitability of such an investment.

PENALTY TAX ON CERTAIN SURRENDERS AND WITHDRAWALS FROM QUALIFIED PLANS
In the case of a withdrawal under a qualified plan, a ratable portion of the
amount received is taxable, generally based on the ratio of the individual's
cost basis to the individual's total accrued benefit under the retirement plan.
Special tax rules may be available for certain distributions from a qualified
plan. Section 72(t) of the Code imposes a 10% penalty tax on the taxable portion
of any distribution from qualified retirement plans, including contracts issued
and qualified under Code Sections 401 (Keogh and Corporate Pension and
Profit-sharing Plans), Tax-Sheltered Annuities and Individual Retirement
Annuities other than Roth IRAs. The penalty is increased to 25% instead of 10%
for SIMPLE IRAs if distribution occurs within the first two years of the
contract owner's participation in the SIMPLE IRA. To the extent amounts are not
includable in gross income because they have been properly rolled over to an IRA
or to another eligible qualified plan, no tax penalty will be imposed. The tax
penalty will not apply to the following distributions: (a) if distribution is
made on or after the date on which the contract owner or annuitant (as
applicable) reaches age 59 1/2; (b) distributions following the death or
disability of the contract owner or annuitant (as applicable) (for this purpose
disability is as defined in Section 72(m)(7) of the Code); (c) after separation
from service, distributions that are part of substantially equal periodic
payments made not less frequently than annually for the life (or life
expectancy) of the contract owner or annuitant (as applicable) or the joint
lives (or joint life expectancies) of such contract owner or annuitant (as
applicable) and his or her designated beneficiary; (d) distributions to a
contract owner or annuitant (as applicable) who has separated from service after
he has attained age 55; (e) distributions made to the contract owner or
annuitant (as applicable) to the extent such distributions do not exceed the
amount allowable as a deduction under Code Section 213 to the contract owner or
annuitant (as applicable) for amounts paid during the taxable year for medical
care; (f) distributions made to an alternate payee pursuant to a qualified
domestic relations order; (g) distributions from an IRA for the purchase of
medical insurance (as described in Section 213(d)(1)(D) of the Code) for the
contract owner and his or her spouse and dependents if the contract owner has
received unemployment compensation for at least 12 weeks; and (h) distributions
from IRAs for first-time home purchase expenses (maximum $10,000) or certain
qualified educational expenses of the contract owner, spouse, children or
grandchildren of the contract owner. This exception will no longer apply after
the contract owner has been reemployed for at least 60 days. The exceptions
stated in items (d) and (f) above do not apply in the case of an IRA. The
exception stated in item (c) applies to an IRA without the requirement that
there be a separation from service.

Generally, distributions from a qualified plan must commence no later than
April 1 of the calendar year following the later of: (a) the year in which the
employee attains age 70 1/2 or (b) the calendar year in which the employee
retires. The date set forth in (b) does not apply to a regular or SIMPLE IRA and
the required distribution rules do not apply to Roth IRAs. Required
distributions must be over a period not exceeding the life expectancy of the
individual or the joint lives or life expectancies of the individual and his or
her designated beneficiary. If the required minimum distributions are not made,
a 50% penalty tax is imposed as to the amount not distributed.

<PAGE>

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 meant to alert you to the issues 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 advisor, 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 PEPCO. Contracts may be
purchased through registered representatives of W.S. Griffith & Company, Inc.
("WSG") who are licensed to sell Phoenix annuity contracts. WSG is an indirect
wholly-owned subsidiary of Phoenix Home Life Mutual Insurance Company. PEPCO is
an indirect, majority owned subsidiary of Phoenix Home Life Mutual Insurance
Company. Contracts also may be purchased through other broker-dealers or
entities registered under or exempt 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.

In addition to reimbursing PEPCO for its expenses, we pay PEPCO an amount
equal to up to 7.25% of the payments made under the contract. PEPCO pays any
qualified distribution organization an amount which may not exceed 7.25% of the
payments under the contract. Any such amount paid with respect to contracts sold
through other broker-dealers will be paid by us to or through PEPCO. The amounts
paid are not deducted from the payments. Deductions for surrender charges (as
described under "Surrender Charges") may be used as reimbursement for commission
payments.

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.

STATE REGULATION
- --------------------------------------------------------------------------------
We are subject to the provisions of the New York insurance laws applicable
to life insurance companies and to regulation and supervision by the New York
Superintendent of Insurance. We also are 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
policies of the Account.

REPORTS
- --------------------------------------------------------------------------------
Reports showing the contract value and containing the financial statements
of the Account will be furnished to you at least annually.

VOTING RIGHTS
- --------------------------------------------------------------------------------
As stated above, all of the assets held in an available subaccount will be
invested in shares of a corresponding series of the funds. We are the legal
owner of those shares and as such has the right to vote to elect the Board of
Trustees of the funds, to vote upon certain matters that are required by the
Investment Company Act of 1940 ("1940 Act") to be approved or ratified by the
shareholders of a mutual fund and to vote upon any other matter that may be
voted upon at a shareholders' meeting. However, we intend 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.

We currently intend to vote fund shares attributable to any of our assets
and fund shares held in each subaccount for which no timely instructions from
owners are received in the same proportion as those shares in that subaccount
for which instructions are received. In the future, to the extent applicable
federal securities laws or regulations permit us to vote some or all shares of
the fund in its own right, it may elect to do so.

Matters on which owners may give voting instructions may include the
following: (1) election of the Board of Trustees of 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 subaccount(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.

The number of votes that you have the right to cast will be determined by
applying your percentage interest in a subaccount to the total number of votes
attributable to the subaccount. In determining the number of votes, fractional
shares will be recognized. The number of votes for which you may give us
instructions will be determined as of the record date for fund shareholders
chosen by the Board of Trustees of a fund. We will furnish you with proper forms
and proxies to enable them to give these instructions.

<PAGE>

LEGAL MATTERS
- --------------------------------------------------------------------------------
Edwin L. Kerr, Counsel, Phoenix Home Life Mutual Insurance Company, has
provided advice on certain matters relating to the federal securities and income
tax laws in connection with the contracts described in this prospectus.

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

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

Contract owner inquiries and requests for a SAI should be directed, in
writing, to Phoenix Variable Products Mail Operations at P.O. Box 8027, Boston,
Massachusetts 02266-8027, or by calling VPO at 800/541-0171.

<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, interest in the General Account has not been registered under the
Securities Act of 1933 ("1933 Act") nor is the General Account registered as an
investment company under the 1940 Act. Accordingly, neither the General Account
nor any interest therein is specifically subject to the provisions of the 1933
or 1940 Acts and the staff of the SEC 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. 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 3% per year 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.

On the last business day of each calendar week, 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
1 full year from the date of deposit. Upon expiration of the initial 1-year
guarantee period (and each subsequent 1-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 1full
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 3% PER YEAR WILL BE DETERMINED IN THE SOLE DISCRETION OF PHOENIX AND
WITHOUT REGARD TO ANY SPECIFIC FORMULA. THE CONTRACT OWNER ASSUMES THE RISK THAT
INTEREST CREDITED TO 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, contract owners and shareholders.

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 payments allocated to the GIA, plus interest at the rate of 3% per
year, 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."

For 403(b) plans with loans, amounts borrowed from the GIA will be treated
as transfers to the Loan Security Account and subject to the same limitations as
applies to transfers from the GIA (see "Qualified Plans").

IN GENERAL, YOU CAN MAKE ONLY ONE TRANSFER PER YEAR FROM THE GIA. THE AMOUNT
THAT CAN BE TRANSFERRED OUT IS LIMITED TO THE GREATER OF $1,000 OR 25% OF THE
CONTRACT VALUE IN THE GIA AT THE TIME OF THE TRANSFER. IF YOU ELECT THE DOLLAR
COST AVERAGING PROGRAM, APPROXIMATELY EQUAL AMOUNTS MAY BE TRANSFERRED OUT OF
THE GIA OVER A MINIMUM 18-MONTH PERIOD. ALSO, THE TOTAL CONTRACT VALUE ALLOCATED
TO THE GIA MAY BE TRANSFERRED OUT OF THE GIA TO ONE OR MORE OF THE SUBACCOUNTS
OF THE ACCOUNT OVER A CONSECUTIVE FOUR-YEAR PERIOD ACCORDING TO THE FOLLOWING
ANNUALLY RENEWABLE SCHEDULE:

YEAR ONE: 25% YEAR TWO: 33% YEAR THREE: 50% YEAR FOUR: 100%

<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 ..........................................

Kentucky.............................................

Maine................................................

Nevada............................................... [To be filed by amendment]

South Dakota.........................................

West Virginia........................................

Wyoming..............................................
</TABLE>

NOTE: The above premium tax deduction rates are as of January 1, 2000. 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, we
reserve the right to deduct premium tax when necessary to reflect changes
in state tax laws or interpretation.

For a more detailed explanation of the assessment of Premium Taxes, see
"Deductions and Charges--Premium Tax."

(1) "Purchase" in this chart refers to the earlier of partial withdrawal,
surrender of the contract, payment of death proceeds or maturity date.

<PAGE>

PART B
INFORMATION REQUIRED IN A
STATEMENT OF ADDITIONAL INFORMATION

<PAGE>

RETIREMENT PLANNER'S EDGE FOR NEW YORK

HOME OFFICE: PHOENIX VARIABLE PRODUCTS
One American Row MAIL OPERATIONS ("VPMO"):
Hartford, Connecticut P.O. Box 8027
Boston, Massachusetts 02266-8027

PHOENIX HOME LIFE VARIABLE ACCUMULATION ACCOUNT

VARIABLE ACCUMULATION DEFERRED ANNUITY CONTRACT

STATEMENT OF ADDITIONAL INFORMATION

June 1, 2000

This Statement of Additional Information ("SAI") is not a prospectus and
should be read in conjunction with the Prospectus, dated June 1, 2000, which is
available without charge by contacting Phoenix Home Life Mutual Insurance
Company at the above address or at the above telephone number.

-----------------
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 PEPCO, an
affiliate of Phoenix. There have been no sales of these Contracts, during the
fiscal years ended December 31, 1996, 1997 and 1998; therefore PEPCO was not
paid anything for sales of these Contracts and retained $0.

CALCULATION OF YIELD AND RETURN
- --------------------------------------------------------------------------------
Yield of the Money Market Subaccount. As summarized in the Prospectus under
the heading "Performance History," the yield of the Money Market Subaccount for
a 7-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. A mortality and expense risk charge
of 1.25% (approximately 0.40% for mortality and 0.85% for expense) and a daily
administrative fee of 0.125% are reflected.

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

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

Example:
The following is an example of this yield calculation for the Money Market
Subaccount based on a 7-day period ending December 31, 1999

Value of hypothetical pre-existing account with
exactly oneunit at the beginning of the period:.......... [To be
Value of the same account (excluding capital changes) at Filed by
the end of the 7-day period:.............................
Calculation:
Ending account value..................................... Amendment]
Less beginning account value.............................
Net change in account value..............................
Base period return:
(adjusted change/beginning account value)................
Current yield = return x (365/7) =..........................
Effective yield = [(1 + return)(365/7)] -1 =................

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.

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 Subaccount over the period covered and is computed by
finding the average annual compounded rates of return over the 1-, 5- and
10-year periods that would equate the initial amount invested to the ending
redeemable value according to a formula. The formula for total return used
herein includes four steps: (1) assuming a hypothetical $1,000 initial
investment in the Subaccount; (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 recurring fees and 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 Subaccount has not
been in existence for at least ten years.

PERFORMANCE INFORMATION Advertisements, sale 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 Funds 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, Dow Jones Industrial Average[service mark], First
Boston High Yield Index and Salomon Brothers Corporate and Government Bond
Indices.

Each Subaccount may, from time to time, include its yield and total return
in advertisements or information furnished to present or prospective Contract
Owners. Each Subaccount may, from time to time, include in advertisements
containing total return (and yield in the case of certain Subaccounts) the
ranking of those performance figures relative to such figures for groups of
mutual funds categorized as having the same investment objectives as 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 Business Daily, The Stanger Register, Stanger's Investment
Adviser, The Wall Street Journal, The New York Times, Consumer Reports,
Registered Representative, Financial

B-2

<PAGE>

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 may also be used to compare the performance of
the Subaccounts against certain widely acknowledged outside standards or indices
for stock and bond market performance. 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 NYSE, 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 NYSE.

The manner in which total return and yield will be calculated is described
above.

CALCULATION OF ANNUITY PAYMENTS
- --------------------------------------------------------------------------------
VARIABLE ANNUITY PAYMENTS
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
applied to provide a Variable Payment Life Expectancy Annuity (Option L) as
described below. Upon the death of the Annuitant and joint annuitant if any, the
remaining Contract Value will be paid in a lump sum to the Annuitant's
beneficiary.

With the exception of the Fixed Payment Options and Option L--Variable
Payment Life Expectancy Annuity, each annuity payment will be based upon the
value of the Annuity Units credited to the Contract. The number of Annuity Units
in each Subaccount to be credited is based on the value of the Accumulation
Units in that Subaccount and the applicable annuity payment rate. The Contract
is issued with guaranteed minimum annuity payment rates, however, if the current
rate is higher, we'll apply the higher rate. The payment rate differs according
to the payment option selected and the age of the Annuitant. The annuity payment
rate is applied and will determine all payments for the fixed annuity payment
options and the first payment for the variable annuity payment options. The
value of the Annuity Units will vary with the investment performance of each
Subaccount to which Annuity Units are credited. The initial payment will be
calculated based on an assumed investment return of 4 1/2% per year. This rate
is a fulcrum return around which variable annuity payments will vary to reflect
whether actual investment experience of the Subaccount is better or worse than
the assumed investment return. The assumed investment return and the calculation
of variable income payments for 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 SAI.

Instead of the Variable Payment Life Expectancy Annuity, (see "Option L"
below), you may, by written request received by VPMO on or before the Maturity
Date, elect any of the other annuity payment options described below.

We deduct a daily charge for mortality and expense risks and a daily
administrative fee from Contract Values held in the Subaccounts. See "Charges
For Mortality and Expense Risks" and "Charges for Administrative Services."
Therefore, electing Option K will result in a deduction being made even though
we assume no mortality risk under that option.

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 Subaccounts'
Accumulation Units credited to the Contract on the Maturity Date by the
appropriate Unit Value for each Subaccount on the Maturity Date. The dollar
value for all Subaccounts' Accumulation Units is then aggregated, along with the
dollar value of any investment in the GIA. 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 projected to 1985 at
Projection Scale B. An interest rate of 3-3/8% for 5- and 10-year certain
periods under Option A, for the 10-year period under Option F and for Option E;
an interest rate of 3-1/4 for the 20-year certain period under Options A and F;
an interest rate of 3-1/2% under Option B and D. Under Options G and H the
guaranteed interest rate is 3%. More favorable rates may be available on the
Maturity Date or other dates elected for commencement of fixed annuity payments.

EXPERTS
- --------------------------------------------------------------------------------
The financial statements of Phoenix Insurance Company have been audited by
PricewaterhouseCoopers LLP, independent accountants, whose report is set forth
herein, and the financial statements have been included upon the

B-3

<PAGE>

authority of said firm as experts in accounting and auditing.
PricewaterhouseCoopers LLP, whose address is One Financial Plaza, Hartford,
Connecticut, also provides other accounting and tax-related services as
requested by Phoenix from time to time.

Edwin L. Kerr, Counsel, Phoenix Home Life Mutual Insurance Company, has
provided advice on certain matters relating to the federal securities and income
tax laws in connection with the Contracts described in this Prospectus.

B-4

<PAGE>

PHOENIX HOME LIFE VARIABLE
ACCUMULATION ACCOUNT
FINANCIAL STATEMENTS

THE SUBACCOUNTS COMMENCED OPERATIONS AS OF THE DATE OF THIS PROSPECTUS;
THEREFORE, DATA FOR THESE SUBACCOUNTS ARE NOT YET AVAILABLE.

B-5

<PAGE>

PHOENIX HOME LIFE MUTUAL
INSURANCE COMPANY
FINANCIAL STATEMENTS
DECEMBER 31, 1999

[TO BE FILED BY AMENDMENT]

B-6

<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.

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

(1) Resolution of Board of Directors Establishing Separate
Account filed via Edgar with registrant's Post-Effective
Amendment No. 30 on November 29, 1999, Registration No.
2-78020 and is incorporated herein by reference.

(2) Rules and Regulations of Phoenix Mutual Variable
Accumulation Account filed via Edgar with Post-Effective
Amendment No. 26 on April 30, 1997, Registration No.
2-78020 is incorporated herein by reference.

(3)(a) Master Service and Distribution Compliance Agreement
between Depositor and Phoenix Equity Planning Corporation
dated December 31, 1996 and filed via Edgar with
registrant's Post-Effective Amendment No. 25 on February
28, 1997, Registration No. 2-78020 is incorporated herein
by reference.

(3)(b) Form of Dealer Agreement filed via Edgar with
registrant's Post-Effective Amendment No. 26 on April 30,
1997, Registration No. 2-78020 is incorporated herein by
reference.

(4)(a) Form of Contract (Retirement Planner's Edge) will be
filed with amendment.

(5)(a) Form of Application (Retirement Planner's Edge) will be
filed with amendment.

(6) Charter and by-laws of Phoenix Home Life Mutual Insurance
Company filed with registrant's Post-Effective Amendment
No. 18 on June 22, 1992, Registration No. 2-78020 and
filed via Edgar with Post-Effective Amendment No. 26 on
April 30, 1997, Registration No. 2-78020 are incorporated
herein by reference.

(7) Not Applicable.

(8) Not Applicable.

(9) Opinion to be filed by amendment.

(10)(a) Written Consent as to Legality of Securities Being
Registered of Edwin L. Kerr, Esquire to be filed via
Edgar by amendment.

(10)(b) Written Consent of PricewaterhouseCoopers LLP to be filed
via Edgar by amendment.

(11) Not Applicable.

(12) Not Applicable.

(13)(a) Explanation of Yield and Effective Yield Calculation
filed via Edgar with registrant's Post-Effective
Amendment No. 24 on April 24, 1996, Registration No.
2-78020 and is incorporated herein by reference.

(13)(b) Explanation of Total Return Calculation filed via Edgar
with registrant's Post-Effective Amendment No. 24 on
April 24, 1996, Registration No. 2-78020 and is
incorporated herein by reference.

(14) Not Applicable.

(15) Powers of Attorney filed via Edgar with registrant's
Post-Effective Amendment No. 28 on April 30, 1998,
Registration No. 2-78020 and is incorporated herein by
reference.

C-1

<PAGE>

ITEM 25. DIRECTORS AND EXECUTIVE OFFICERS OF THE DEPOSITOR

<TABLE>
<CAPTION>
NAME PRINCIPAL BUSINESS ADDRESS POSITIONS WITH DEPOSITOR
---- -------------------------- ------------------------

<S> <C> <C> <C>
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

Arthur P. Byrne Group Executive Director
Danaher Corporation
West Hartford, CT

Richard N. Cooper, Ph.D. Professor Director
Harvard University
Cambridge, MA

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

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

John E. Haire President Director
The Fortune Group
New York, NY

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

John W. Johnstone Chairman Director
Goverance & Nominating Committees
Arch Chemicals, Inc.
Westport, CT

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

Philip R. McLoughlin*** Phoenix Home Life Director, Executive Vice
Mutual Insurance Company President, Chief Investment
Hartford, CT Officer

Indra K. Nooyi Senior Vice President Director
Pepsico, Inc.
Purchase, NY

Robert F. Vizza President & Chief Executive Officer Director
The Dematteis Center of St. Francis
Hospital
Old Brookfield, NY

Robert G. Wilson Director
</TABLE>

C-2

<PAGE>

<TABLE>
<CAPTION>
NAME PRINCIPAL BUSINESS ADDRESS POSITIONS WITH DEPOSITOR
---- -------------------------- ------------------------

Dona D. Young* Phoenix Home Life Mutual Director, President
Insurance Company
Hartford, CT

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

Carl T. Chadburn** Executive Vice President,
Assistant Secretary

Kelly J. Carlson* Senior Vice President
Business Practices

Martin J. Gavin* Senior Vice President
Trust Operations

Randall C. Giangiulio** Senior Vice President
Group Life & Health

Edward P. Hourihan* Senior Vice President
Information Systems

Joseph E. Kelleher** Senior Vice President
Underwriting & Operations

Robert G. Lautensack, Jr.* Senior Vice President
Individual Line Financial

Maura L. Melley* Senior Vice President
Public Affairs

David R. Pepin*** Senior Vice President

Robert E. Primmer* Senior Vice President
Distribution & Sales

Frederick W. Sawyer, III* Senior Vice President

John F. Solan, Jr. Senior Vice President

Simon Y. Tan* Senior Vice President
Individual Market & Product
Development

Anthony J. Zeppetella Senior Vice President

Walter H. Zultowski* Senior Vice President
</TABLE>

* The principal business address of this individual is One
American Row, Hartford, Connecticut 06115.
** The principal business address of this individual is 100 Bright
Meadow Boulevard, PO Box 2200, Enfield, Connecticut 06082-2200.
*** The principal business address of this individual is 56 Prospect
Street, Hartford, Connecticut 06115-0480

ITEM 26. NOT APPLICABLE

C-3

<PAGE>

ITEM 27. NUMBER OF CONTRACTOWNERS

On February 28, 2000, there were 0 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") (Principal Underwriter
as to Contracts described in Prospectus Version A.)

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

(b) Directors and Officers of PEPCO

<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES
BUSINESS ADDRESS WITH UNDERWRITER
---------------- ----------------
<S> <C> <C>
Michael E. Haylon** Director
Philip R. McLoughlin** Director, President & Chairman
William R. Moyer* Director, Executive Vice President, Chief
Financial Officer & Treasurer
John F. Sharry* Executive Vice President, Retail Distribution
Paul A. Atkins** Senior Vice President, Sales Manager
Nancy G. Curtiss** Vice President and Treasurer, Fund Accounting
Nancy J. Engberg** Vice President, Counsel & Secretary
Michael Kearney* Senior Vice President, Operations & Service
Robert R. Tousignant* Senior Vice President, National Sales Manager
</TABLE>

----------
* The principal business address of this individual is 100
Bright Meadow Boulevard, P.O. Box 2200, Enfield, Connecticut
06083-2200.
** The principal business address of this individual is 56
Prospect Street, Hartford, Connecticut 06115-0480.

C-4

<PAGE>

<TABLE>
<CAPTION>
NAME OF NET UNDERWRITING COMPENSATION BROKERAGE
PRINCIPAL UNDERWRITER DISCOUNTS AND COMMISSIONS ON REDEMPTION COMMISSIONS COMPENSATION
- --------------------- ------------------------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
PEPCO $0 -0- -0- -0-
</TABLE>

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

2. W.S. Griffith & Co., Inc. ("WSG") (Principal Underwriter as to
Contracts described in Prospectus Version B.)

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

(b) Directors and Officers of WSG

<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITIONS AND OFFICES
BUSINESS ADDRESS WITH UNDERWRITER
---------------- ----------------
<S> <C> <C>
Kelly J. Carlson* Director, Acting Chief Operating Officer
Philip R. McLoughlin*** Director
Robert E. Primmer* Director
David W. Searfoss* Director
Simon Y. Tan* Director
Dona D. Young* Director
Richard D. Keidan* President, Chief Operating Officer
Peter S. Deering** Vice President and Chief Marketing Officer
Laura E. Miller** Vice President, Chief Financial Officer and Treasurer
Michael A. Gilliland* Assistant Vice President, Compliance Officer & Assistant
Secretary
</TABLE>

* The principal business address of this individual is One
American Row, Hartford, Connecticut 06102-5056.
** The principal business address of each of these individuals
is 2355 Northside Drive, Suite 260, San Diego, California
92108.
*** The principal business address of this individual is 56
Prospect Street, Hartford, Connecticut 06115-0480.

(c) WSG received no compensation from Registrant during Registrant's
last fiscal year for sale of Contracts which are the subject of
this Registration Statement and for which WSG acts as principal
underwriter.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

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

ITEM 31. MANAGEMENT SERVICES

Not applicable.

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<PAGE>

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.

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

C-6

<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets the requirements of Securities Act
Rule 485(b) for effectiveness of this Registration Statement and 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 29th day of February, 2000.

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
29th day of February, 2000.

SIGNATURE TITLE
--------- -----

___________________________________ Director
*Sal H. Alfiero

___________________________________ Director
*J. Carter Bacot

___________________________________ Director
*Arthur P. Byrne

___________________________________ Director
*Richard N. Cooper

___________________________________ Director
*Gordon J. Davis

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

___________________________________ Director
*John E. Haire

S-1

<PAGE>

SIGNATURE TITLE
--------- -----

___________________________________ Director
*Jerry J. Jasinowski

___________________________________ Director
*John W. Johnstone

___________________________________ Director
*Marilyn E. LaMarche

___________________________________ Director
*Philip R. McLoughlin

___________________________________ Director
*Indra K. Nooyi

___________________________________ Director
*Robert F. Vizza

___________________________________ 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