NEW YORK LIFE SEPARATE ACCOUNT Q, 485BPOS, 1996-04-30

NEW YORK LIFE SEPARATE ACCOUNT Q
485BPOS, 1996-04-30

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As filed with the Securities and Exchange Commission on March 29, 1996

[Definitive Filing for Fiscal Year Ended December 31, 1995]

Registration No. 2-35960
================================================================================

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

POST-EFFECTIVE AMENDMENT NO. 33

TO
FORM S-6

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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

NEW YORK LIFE SEPARATE ACCOUNT Q
(Exact name of registrant as Specified in Charter)

51 MADISON AVENUE
NEW YORK, NEW YORK 10010
(Address of Principal Executive Offices)

[DAVID A. K. HARLAND, ESQ.
VICE PRESIDENT AND ASSISTANT SECRETARY
NEW YORK LIFE INSURANCE COMPANY
TEL. (212) 576-4985
(Agent for Service)]

It is proposed that this filing will become effective (check appropriate box):

[X] immediately upon filing pursuant to paragraph (b)

[ ] on (date) pursuant to paragraph (b)

[ ] 60 days after filing pursuant to paragraph (a)

[ ] on (date) pursuant to paragraph (a) of Rule (485 or 486)

================================================================================
<PAGE>

CROSS-REFERENCE SHEET

ITEM NO. PROSPECTUS CAPTION
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1 Cover Page

2 Synopsis

3 Selected Per Share Data and Ratios

4 General Information and History

5 Objective of the Contracts
Investment Policies and Restrictions; Limitations of New York Law

6 Federal Tax Aspects

7 Not Applicable

8 Pending Legal Proceedings

9 Not Applicable

10 Not Applicable

11 Not Applicable

12 Not Applicable

13 Not Applicable

14 Voting Rights
Shares of the Fund

15 Record Date: Purchase Payments, Redemptions, Exchanges and Requests
for Information
Net Asset Value

16 Deductions

17 Not Applicable

<PAGE>

PART I

PROSPECTUS

<PAGE>

III. PROSPECTUS SECTION
- --------------------------------------------------------------------------------

NEW YORK LIFE INSURANCE COMPANY
INDIVIDUAL VARIABLE ANNUITY CONTRACTS

NEW YORK LIFE SEPARATE ACCOUNTS N AND Q

51 MADISON AVENUE
NEW YORK, NEW YORK 10010
(212) 576-7000

INVESTING
SOLELY IN SHARES OF

NEW YORK LIFE FUND, INC.

51 MADISON AVENUE
NEW YORK, NEW YORK 10010
(212) 576-7000

INVESTMENT OBJECTIVE:
PRESERVATION OF CAPITAL AND
ITS POTENTIAL GROWTH THROUGH INVESTMENTS,
PRIMARILY IN COMMON STOCKS

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

THIS PROSPECTUS SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.

THE DATE OF THIS PROSPECTUS IS MARCH 29, 1996.

<PAGE>

SYNOPSIS

The Individual Variable Annuity Contracts ("Contracts") to which this
Prospectus relates were formerly offered by New York Life Insurance Company
("New York Life") and were distributed by NYLIFE Securities Inc. (formerly New
York Life Securities Corp.), a broker-dealer registered under the Securities
Exchange Act of 1934. The current distributor for the Contracts is NYLIFE
Distributors Inc., a broker-dealer registered under the Securities Exchange Act
of 1934. See "New York Life Separate Accounts N and Q," p. 3. Certain of these
Contracts were purchased for use in connection with pension, profit-sharing and
annuity plans and trusts including H.R. 10 plans, individual retirement account
or annuity plans including simplified employee pensions, tax sheltered annuities
and certain governmental type plans, qualifying for special federal tax
treatment. The remainder of the Contracts were purchased on a non-tax qualified
basis. The Contracts issued in connection with plans qualifying for special
federal tax treatment are funded through New York Life Separate Account Q
("Account Q"). All other Contracts which were not issued in connection with
plans qualifying for a special federal tax treatment are funded through New York
Life Separate Account N ("Account N"). Both Accounts N and Q are separate
accounts established by New York Life. The applicable rules governing federal
tax aspects of these Contracts are complex, and qualified counsel should be
consulted in this regard. See "Federal Tax Aspects," pp. 6-8.

New York Life is not subject to federal income taxation on either ordinary
investment income received or capital gains realized (including capital gain
dividend distributions received) by the Accounts. See "Federal Tax Aspects,"
pp. 6-8.

The public offering and sale of the Contracts was terminated as of November
27, 1979 and no new Contracts may be purchased or issued. See "New York Life
Separate Accounts N and Q," p. 3. Detailed information concerning the features
of the Contracts is contained in the Contracts themselves. Additional
information relating to the Contracts is contained in the Prospectus Section of,
or elsewhere in, the Annual Disclosure Statement. In May 1995, New York Life
commenced a redemption program offering contractowners an option to either
surrender their Contract for its accumulated cash value or exchange their
Contract for a fixed or variable annuity product offered by New York Life
Insurance and Annuity Corporation ("NYLIAC"). Should the redemption program be
acted upon by most or all of the remaining contractowners Accounts N and Q will
ultimately liquidate their remaining assets and cease to operate. The outcome of
the redemption program is not determinable at this time.

New York Life will make a deduction from each purchase payment for sales
and administrative expenses. Since there will be no future sale of these
Contracts, no further deduction will be made with respect to Single Purchase
Immediate or Single Purchase Deferred Contracts. Under Periodic Purchase
Deferred Contracts, the deduction amounts to 15% during the first premium year
and 7% thereafter which are, respectively, 17.65% and 7.53% of the net amount
invested for the applicable year. See "Deductions," p. 10, for the table showing
the allocation between sales and administrative expenses. In certain
jurisdictions, New York Life also will make deductions for state and local taxes
(generally known as "premium taxes") and the amounts thereof, if any, will
appear on purchase payment confirmations issued to Owners of Contracts shortly
after each transaction. Because of these deductions, any redemptions for the
cash value (which are described in the periodic purchase deferred contracts) may
prove to be disadvantageous during the early years.

The deduction for administrative expenses is designed only to reimburse New
York Life for actual administrative expenses. New York Life does not expect to
recover from this charge any amount above its aggregate expense of administering
the Contracts. See "Deduction for Sales and Administrative Expenses," p. 10.

After the deductions described above, net purchase payments directed to
provide variable benefits are allocated to either Account N or Account Q. Assets
of the Accounts will be invested solely in shares of New York Life Fund, Inc.
(the "Fund"), a registered investment company. The Fund is a diversified
open-end management investment company. See "New York Life Fund, Inc.," p. 3.
Its investments, in general, will be made primarily in common stocks and will be
based on an investment policy concerned with the preservation of capital and its
potential growth. There is no assurance that these objectives will be achieved
in view of general common stock portfolio risks which are inherent in stock
market fluctuations and specific price fluctuations of securities held in the
portfolio of the Fund. Ordinarily the realization of current income will be of
secondary importance. See "Investment Policies and Restrictions," pp. 4-5.

New York Life is investment adviser to the Fund and, as such, receives a
fee at the annual rate of 0.25% of the average daily net assets of the Fund. See
"Investment Advisory Agreement" at p. 6 of the Annual Meeting Statement Section
for details.

Shares of the Fund will be issued to separate accounts established by New
York Life for individual variable annuity ("IVA") contracts previously issued by
it which remain outstanding solely to the extent necessary to satisfy vested
rights exercised by the owners of such contracts. See "Shares of the Fund,"
p. 9.

Shares of the Fund will be sold and redeemed at net asset value determined
once daily as of the close of the New York Stock Exchange (or optionally, as of
the close of trading reported by the consolidated tape) on each day the Exchange
is open for trading and the Fund is open for business. See "Net Asset Value," p.
11. Detailed information concerning the above and other matters is contained in
the body of the Prospectus Section.

<PAGE>

TABLE OF CONTENTS

Page
----
Financial Highlights ...................................................... 3

General Information and History ........................................... 3
New York Life Insurance Company ......................................... 3
New York Life Separate Accounts N and Q ................................. 3
New York Life Fund, Inc ................................................. 3

Objective of the Contracts ................................................ 3

Investment Policies and Restrictions ...................................... 4
Investment Policies ..................................................... 4
Investment Restrictions ................................................. 4

Limitations of New York Insurance Law ..................................... 5

Federal Tax Aspects ....................................................... 6

Pending Legal Proceedings ................................................. 8

Voting Rights ............................................................. 9
New York Life ........................................................... 9
Fund .................................................................... 9

Shares of the Fund ........................................................ 9
General ................................................................. 9
Sale and Redemption of Shares ........................................... 9

Deductions ................................................................ 10
Deduction for Applicable State and Local Taxes .......................... 10
Deduction for Sales and Administrative Expenses ......................... 10

Record Date: Purchase Payments, Redemptions, Exchanges and
Requests for Information ................................................ 11

Net Asset Value ........................................................... 11

General Information ....................................................... 11
State Regulation ........................................................ 11
Additional Information .................................................. 11

Incorporation by Reference ................................................ 12

New York Life Fidelity Bond ............................................... 12

<PAGE>

This Prospectus does not constitute an offering of any new or additional
individual variable annuity contracts. None of New York Life Insurance Company,
New York Life Fund, Inc., NYLIFE Distributors Inc., or NYLIFE Securities Inc.
(formerly New York Life Securities Corp. and New York Life Variable Contracts
Corporation) authorizes any information or representation regarding the subject
of the Prospectus Section other than as specified herein, elsewhere in the
Annual Disclosure Statement or in any supplement thereto.

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

Information concerning per share income, capital changes, ratios and other
matters is set forth in the Annual Report Section of this Disclosure Statement,
although it is not necessarily indicative of results for future fiscal periods.

GENERAL INFORMATION AND HISTORY

NEW YORK LIFE INSURANCE COMPANY

New York Life is a mutual life insurance company organized under the laws
of the State of New York. It is authorized to carry on business in all 50
States, the District of Columbia and the Commonwealth of Puerto Rico.

NEW YORK LIFE SEPARATE ACCOUNTS N AND Q

New York Life is the depositor of the Accounts and assumes all obligations
under the Contracts. The Accounts are registered as unit investment trust type
investment companies under the Investment Company Act of 1940 (the "Investment
Company Act"). Such registration does not involve the supervision of management
or investment policies by the Securities and Exchange Commission. The income,
gains and losses allocable to the Accounts will be credited or charged to the
Accounts without regard to other income, gains and losses of New York Life. The
public offering of the Contracts began July 1, 1972 and was terminated as of
November 27, 1979.

NEW YORK LIFE FUND, INC.

The Fund is a diversified open-end management investment company
incorporated in the State of New York on December 24, 1969. Shares of the Fund
will be purchased by the Accounts and redeemed by the Fund at their net asset
value calculated as described elsewhere in the Prospectus Section. See "Net
Asset Value," p. 11.

The Fund is registered under the Investment Company Act but such
registration does not involve supervision by the Securities and Exchange
Commission of its management or its investment practices or policies. The
business of the Fund is to invest in the securities of different companies in
accordance with the investment policies and restrictions described on pp. 4-5. A
redemption program is currently in effect whereby contractowners may either
surrender their Contract for its accumulated cash value or exchange their
Contract for a fixed or variable annuity product offered by NYLIAC. Should the
redemption program be acted upon by most or all of the remaining contractowners,
then the Accounts will ultimately liquidate their remaining assets and cease to
operate. The outcome of the redemption program is not determinable at this time.

OBJECTIVE OF THE CONTRACTS

The basic objective of the Contracts is to provide variable annuity
payments which will tend to reflect more closely than a fixed annuity, changes
in the cost of living. The assumption underlying this objective is that, since
the value of a diversified portfolio of common stocks has generally tended to
rise during periods of growth in the economy, variable annuity payments under a
Contract should tend to reflect changes in the cost of living more closely than
would fixed annuity payments. There is, of course, no assurance that this will
be the case. There have been periods when the cost of living has gone up while
the market value of common stocks has declined. The value of the Contracts is
subject to the risks inherent in the fluctuations of the stock market, and
specifically to price fluctuations of the securities held in the portfolio of
the Fund.

<PAGE>

INVESTMENT POLICIES AND RESTRICTIONS

INVESTMENT POLICIES

The investments of the Fund will, in general, be made primarily in common
stocks and will be based on an investment policy concerned with the preservation
of capital and its potential growth. Ordinarily, the realization of current
income will be of secondary importance. Certain market risks are inherent in
investments in common stocks and in the other equity-type securities referred to
below. The Fund can therefore give no assurance that its investments will result
in the preservation and growth of its capital.

Investments may be made to a limited extent in preferred stocks and in debt
securities participating in earnings or convertible into stock or with warrants
or other rights to acquire stock. Investments may likewise be made to a limited
extent in securities that would have to be registered under the Securities Act
of 1933 before they could be sold to the public (see "Investment Restrictions,"
clause 9). At any time when investments in common stocks and other equity-type
securities may, because of market or economic conditions or other relevant
factors, be considered to be inconsistent with the investment policies of the
Fund, investments may be made in nonconvertible debt securities or in government
obligations, or assets may be held in cash. Limited amounts of investments may
be made in fee and leasehold interests in real estate (see "Investment
Restrictions," clause 4).

The policy of investing primarily in common stocks, as set forth above, is
a fundamental policy that may not be changed without the vote of a majority of
the outstanding shares of the Fund.

Temporary investments, without restriction as to amount, may be made in
government obligations, short-term commercial paper, certificates of deposit and
bankers' acceptances. Cash items may be temporarily held uninvested for such
periods as may be considered appropriate.

The Fund does not intend to engage in short-term trading. However,
securities may be sold without regard to the length of time they have been held
when in the opinion of management such action is advisable. The Fund expects
that its portfolio turnover rate (the lesser of purchases or sales of its
portfolio securities* during the year divided by the monthly average value of
such securities) should not generally exceed 150% in a given year and may be
substantially below such rate, although turnover rate will not be a limiting
factor when management deems portfolio changes appropriate. The portfolio
turnover rate in 1995 was 81.47%. This figure reflects a fair amount of
volatility in the financial markets and some restructuring to achieve strategic
objectives. The degree of portfolio activity will, of course, affect the Fund's
brokerage costs.

INVESTMENT RESTRICTIONS

In making investments the Fund is subject to investment restrictions
imposed by the Investment Company Act as well as to limitations of the New York
Insurance Law. The Fund will also observe a number of additional investment
restrictions that it has adopted as a matter of policy. In summary, the Fund
will not:

1. Invest in any one industry if immediately after such investment the
value of its investments in such industry would exceed 25% of the value of
its total assets;

2. Invest in any one issuer, other than an investment company or the
United States Government, if immediately after such investment more than 5%
of the value of its total assets would be invested in such issuer or more
than 10% of such issuer's outstanding voting securities would be owned by
it, except that up to 25% of the value of its total assets may be invested
without regard to such 5% and 10% limitations;

3. Invest in any other investment company if immediately after such
investment it would own more than 3% of the total outstanding voting stock
of such company, or own securities issued by such company having an
aggregate value in excess of 5% of the total assets of the Fund, or own
securities issued by such company and all other investment companies having
an aggregate value in excess of 10% of such total assets;

- ----------
* Exclusive of securities maturing within one year.

<PAGE>

4. Invest in fee or leasehold interests in real estate if immediately
after such investment more than 10% of the value of its total assets would
be invested in such fee and leasehold interests and in securities not
readily marketable as described in clause 9 below, provided that
investments in notes or other evidence of indebtedness secured by mortgage
liens or deeds of trust relating to such property shall not be deemed to be
investments in such property solely because they are secured by it, but
shall be deemed "securities" for purposes of clause 9 below;

5. Borrow money except from banks up to 5% of the value of its total
assets at the time of borrowing as a temporary measure for extraordinary or
emergency purposes but not for investment purposes;

6. Purchase any securities on margin except for the obtaining of such
short-term credits as are necessary for the clearance of securities
transactions; purchase or sell commodities or commodity contracts; or sell
any securities short except when the right to obtain securities equivalent
in kind and amount to those sold exists by virtue of other securities owned
by it, in which case such other securities will be retained while it is in
a short position;

7. Lend any of its assets, except to the extent that the acquisition
of bonds, debentures, or other corporate debt securities which are of a
character customarily purchased by institutional investors and which have
not been publicly distributed is deemed to be the making of a loan, and
provided that the acquisition of publicly distributed bonds, debentures, or
other corporate debt securities, and investment in government obligations,
short-term commercial paper, certificates of deposit and bankers'
acceptances, shall not be deemed to be the making of a loan;

8. Invest in companies for the purpose of controlling their
management; or

9. Act as an underwriter of securities of other issuers, except that
it may invest up to 10% of the value of its total assets at the time of
investment in securities that are subject to legal or contractual
restrictions on resale or are otherwise not readily marketable and in fee
and leasehold interests in real estate. Such securities would include
so-called "restricted securities" that the Fund might not be free to sell
to the public without registration under the Securities Act of 1933. The
length of time required for such a registration cannot be predicted and may
result in material delays in making a sale as well as an exposure to a loss
from a declining market. The question whether the issuer of the securities
to be so registered or the Fund will pay the expenses of registration will
in each case be the subject of negotiation. Also, the issuer may or may not
have agreed to effect such registration. If no such agreement exists, a
sale of such securities may have to be made subject to the same contractual
restriction as those under which they were purchased.

The investment restrictions stated above are fundamental and may not be
changed without the vote of a majority of the outstanding shares of the Fund.

As used in this prospectus, "the vote of a majority of the outstanding
shares of the Fund" means the vote, at any annual or special meeting, of the
lesser of (1) 67% or more of the shares represented at such meeting, if the
holders of more than 50% of the outstanding shares are present or represented by
proxy, or (2) more than 50% of the outstanding shares of the Fund.

LIMITATIONS OF NEW YORK INSURANCE LAW

In order for the shares of the Fund to be eligible investments for the
separate accounts of New York Life, the investments of the Fund must comply in
substance, at all times, with the limitations of the New York Insurance Law (the
"Insurance Law") that then apply to the investments of separate accounts of New
York Life's insurance companies.

The principal limitations now applicable, as amended by Chapter 567 of the
1983 Session Laws, effective September 19, 1983, and recodified by Chapters 367
and 805 of the 1984 Session Laws, effective September 1, 1984, may be summarized
as follows:

1. The Fund is required to invest and reinvest its assets in good
faith and with that degree of care that an ordinarily prudent person in a
like position would use under similar circumstances (the "Prudence Rule").

2. Subject to the Prudence Rule, the Fund may (a) invest in (i) any
investments contractually permitted by the Contracts issued for the
Accounts to which this Prospectus relates, and (ii) any investments of the
types that are eligible investments under the Insurance Law for the general
assets of a life insurance company, and

<PAGE>

(b) acquire securities or property as a dividend or pursuant to a judicial
or lawful non-judicial plan of reorganization or dissolution, or, in
certain circumstances, through the exercise of rights of conversion, stock
warrants or stock options; provided that any assets so acquired must be
disposed of within five years from the date of acquisition or such further
period as may be prescribed by the Superintendent of Insurance of the State
of New York, unless they meet the requirements for investment before the
expiration of the applicable period.

FEDERAL TAX ASPECTS

THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE. This
discussion is not intended to address the tax consequences resulting from all of
the situations in which a person may be entitled to or may receive a
distribution under a Contract. Any person concerned about these tax implications
should consult a competent tax adviser. This discussion is based upon New York
Life's understanding of the present federal income tax laws as they are
currently interpreted by the Internal Revenue Service (the "Service"). No
representation is made as to the likelihood of continuation of the present
federal income tax laws or of the current interpretations by the Service.
Moreover, no attempt has been made to consider any applicable state or other tax
laws except with respect to the imposition of any state premium taxes.

Taxation of the Fund and New York Life Insurance Company

Under the Internal Revenue Code (the "Code"), the Fund pays no federal
income tax provided that it maintains its status as a "regulated investment
company" and distributes all of its net investment income and net capital gains
to the Accounts. Federal tax laws impose a four percent nondeductible excise tax
on certain regulated investment companies with respect to an amount, if any, by
which a company does not meet specified distribution requirements. The Fund
intends to comply with such distribution requirements and therefore does not
expect to incur the four percent nondeductible excise tax. New York Life is
taxed as a life insurance company under Subchapter L of the Code. Since the
Accounts are not entities separate from New York Life, and their operations form
a part of New York Life, they will not be taxed separately as "regulated
investment companies" under Subchapter M of the Code. Net investment income and
net capital gains on the assets of the Accounts are reinvested and are taken
into account in determining the Contract Value. As a result, such net investment
income and net capital gains are automatically retained as part of the reserves
under the Contract. Under existing federal income tax law, New York Life
believes that Account net investment income and net capital gains should not be
taxed to the extent that such income and gains are retained as part of the
reserves under the Contract. Therefore, New York Life does not intend to make
provision for any such taxes. However, prior to 1984 when the foregoing tax
treatment became effective, New York Life made a provision in Account N for
capital gains tax. If changes in the federal tax law or interpretations thereof
result in New York Life's being taxed on income or gains attributable to the
Accounts, New York Life reserves the right to make a provision in the future for
any such taxes.

Taxation of Annuities in General

Section 817(h) of the Code, which is generally effective as of January 1,
1984, requires that the investments of the Accounts must be "adequately
diversified" in accordance with Treasury Regulations in order for the Contracts
to qualify as annuity contracts under section 72 of the Code (discussed below).
Final regulations specifying the diversification requirements were promulgated
on March 1, 1989 and New York Life expects that the Fund will comply with these
requirements.

The following discussion therefore assumes that the Contracts will qualify
as annuity contracts for federal income tax purposes.

Section 72 of the Code governs taxation of annuities in general. New York
Life believes that natural person annuity contract owners generally will not be
taxed on increases in the value of a contract until distribution occurs either
in the form of a lump sum received by withdrawing all or part of the cash value
(i.e., "withdrawals") or as income payments under the income payment option
elected. For contract owners that are not natural persons, however, increases in
value on contributions made after February 28, 1986 will generally be taxable to
the contractholder. The taxable portion of a distribution (in the form of an
annuity or lump sum payment) is taxed as ordinary income. For this purpose, the
loan, assignment, pledge, or agreement to assign or pledge any portion of the
Contract Value (and in the case of a Qualified Contract, i.e., a contract held
in connection with a qualified plan, any portion of an interest in the qualified
employer plan) generally will be treated as a distribution. Transfers of
annuities without adequate consideration can also result in current tax to the
contract owner.

<PAGE>

In the case of a withdrawal or surrender distributed to a participant or
beneficiary under a Non-Qualified Contract (i.e., a contract not held in
connection with a qualified plan) amounts received before the annuity starting
date will be treated first as taxable income, to the extent that the Contract's
cash value exceeds the "investment in the contract" at that time. The
"investment in the contract" equals the aggregate amount of any Purchase
Payments paid for the Contract less amounts previously withdrawn that were not
included in the individual's gross income. Any further withdrawals will be
treated as a return of principal. The tax treatment described in this paragraph
will be applicable only to amounts allocable to "investments in the contract"
made after August 13, 1982. Withdrawals of amounts allocable to "investments in
the contract" made before August 14, 1982, are taxable income only if, in the
aggregate, they exceed the "investment in the contract."

In the case of a withdrawal or surrender under a Qualified Contract (other
than a Qualified Contract used in a retirement plan that qualifies for special
federal income tax treatment under section 457 of the Code as to which there are
special rules), a ratable portion of any amount received is taxable generally
based on the ratio of the "investment in the contract" to the Contract Value.
For Contracts issued in connection with qualified plans, the "investment in the
contract" can be zero. A special rule may apply to such surrenders or
withdrawals from Qualified Policies with respect to "investment in the contract"
as of December 31, 1986.

The tax consequences of income payments after the annuity starting date may
vary depending on the income payment option elected under the Contract. In
general, the portion of the income payment that represents a return of the
Contract Owner's "investment in the contract" will not be taxed. The remaining
amount of income payments is taxable. For variable income payments, in general,
the taxable portion is determined by a formula which establishes a specific
dollar amount of each income 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. For fixed income payments, in general, there is no
tax on the portion of each payment which represents the same ratio that the
"investment in the contract" bears to the total expected amount of the income
payments for the term of the payments. The remainder of each income payment is
taxable. Once the investment in the Contract is recovered, however, all future
payments will be taxable. If there is unrecovered investment at the time of
death of the annuitant, the unrecovered amount is allowed as a deduction on the
annuitant's last tax return.

In the case of a distribution pursuant to a Non-Qualified Contract, there
may be imposed a penalty tax equal to 10% of the amount includable in income. In
general, there is no penalty tax on distributions: (1) made on or after the date
on which the Contract Owner is actual age 59 1/2, (2) made as a result of death
or disability, (3) received in substantially equal periodic (not less frequently
than annually) installments over the life (or life expectancy) of the owner, or
the joint lives (or joint life expectancies) of the owner and his beneficiary or
(4) allocable to an "investment in the contract" made before August 14, 1982.
Similar tax penalties apply to certain distributions pursuant to a Qualified
Contract.

Withholding of federal income taxes on the taxable portion of all
distributions may be required unless the recipient elects not to have any such
amounts withheld and properly notifies New York Life of that election. The
election may not be available for certain payments to be delivered outside the
United States and for certain payments to nonresident aliens or foreign
corporations. In addition, some states have enacted legislation requiring
withholding.

Even if a recipient elects no withholding, special rules may require New
York Life to disregard the recipient's election if the recipient fails to supply
New York Life with a "TIN" or taxpayer identification number (social security
number for individuals).

Qualified Plans

The Contracts issued in connection with plans qualifying for special
federal tax treatment are funded through Account Q. These encompass Contracts
purchased for use in connection with tax-qualified pension, profit-sharing and
annuity plans and trusts including H.R. 10 plans, individual retirement account
or annuity plans including simplified employee pensions, tax-sheltered annuities
(issued under section 403(b) of the Code) and certain governmental type plans.
All other Contracts which were not issued in connection with plans qualifying
for special federal tax treatment are funded through Account N.

The tax rules applicable to participants and beneficiaries in qualified
plans vary according to the type of plan and the terms and conditions of the
plan itself. Special favorable tax treatment may be available for certain types
of contributions and distributions (including special rules for certain lump sum
distributions). Adverse tax consequences

<PAGE>

may result from contributions in excess of specified limits, distributions prior
to age 59 1/2 (subject to certain exceptions), distributions that do not conform
to specified minimum distribution rules, aggregate distributions in excess of a
specified annual amount, and in certain other circumstances. Therefore, New York
Life makes no attempt to provide more than general information about use of the
Contracts with the various types of qualified plans. Contract Owners and
participants under qualified plans as well as Annuitants and Beneficiaries are
cautioned that the rights of any person to any benefits under qualified plans
may be subject to the terms and conditions of the plans themselves, regardless
of the terms and conditions of the Contract issued in connection therewith.
Purchasers of Contracts for use with any qualified plan should seek competent
legal and tax advice regarding the suitability of the Contract therefor.

(a) Section 403(b) Plans. Under section 403(b) of the Code, payments made
by public school systems and certain tax-exempt organizations to purchase
annuity policies for their employees are excludable from the gross income of the
employee, subject to certain limitations. However, such payments may be subject
to FICA (social security) taxes.

(b) Individual Retirement Annuities. Sections 219 and 408 of the Code
permit individuals or their employers to contribute to an individual retirement
program known as an "Individual Retirement Annuity" or "IRA", including an
employer-sponsored Simplified Employee Pension ("SEP"). Individual Retirement
Annuities are subject to limitations on the amount which may be contributed and
deducted and the time when distributions may commence. In addition,
distributions from certain other types of qualified plans may be placed into an
Individual Retirement Annuity on a tax-deferred basis.

(c) Corporate Pension and Profit-Sharing Plans and H.R. 10 Plans. Sections
401(a) and 403(a) of the Code permit corporate employers to establish various
types of retirement plans for employees, and self-employed individuals to
establish qualified plans for themselves and their employees. Such retirement
plans may permit the purchase of the Contracts to provide benefits under the
Plans.

(d) State and Local Government Deferred Compensation Plans. Section 457 of
the Code, while not actually providing for a qualified plan as that term is
normally used, provides for certain deferred compensation plans with respect to
service for state governments, local governments, certain tax exempt
organizations, political subdivisions, agencies, instrumentalities and certain
affiliates of such entities which enjoy special treatment. The Contracts can be
used with such plans. Under such plans, a participant may specify the form of
investment in which his or her participation will be made. All such investments,
however, are owned by, and are subject to the claims of the general creditors of
the sponsoring employer.

(e) Eligible Rollover Distributions. Under amendments to the Internal
Revenue Code which became effective in 1993, distributions from a qualified plan
(other than non-taxable distributions representing a return of capital,
distributions meeting the minimum distribution requirement, distributions for
the life or life expectancy of the recipient(s) or distributions that are made
over a period of more than 10 years) are "eligible rollover distributions."
Eligible rollover distributions which are paid to the Policyowner or beneficiary
are subject to 20% mandatory federal income tax withholding. The imposition of
this withholding on a distribution that is eligible for a tax-free rollover may
limit the recipient's ability to take full advantage of the tax-free rollover
provisions and may result in the imposition of a 10% penalty tax if the
recipient is under age 59 1/2. Eligible rollover distributions which are paid in
a "direct rollover" to another qualified plan are not subject to federal income
tax withholding until subsequently distributed. Distributions which do not
qualify as eligible rollover distributions are subject to the voluntary
withholding rules which require that federal income tax be withheld unless a
written election not to have federal income tax withheld is furnished by the
Policyowner or beneficiary prior to the payment.

PENDING LEGAL PROCEEDINGS

Neither the Separate Accounts nor the Fund is a party to any litigation.
New York Life is engaged in litigation of various kinds which in its judgment is
not of material importance in relation to its total assets.

<PAGE>

VOTING RIGHTS

NEW YORK LIFE

Holders of policies issued by New York Life, including Contracts, that have
been in force for at least one year have the right to vote in each election of
the directors of New York Life. Each such holder has one vote for the directors
of New York Life irrespective of the number or amount of his or her policies or
Contracts.

FUND

Refer to "Notice of Annual Meeting of New York Life Fund, Inc.," and
"Statement to Persons Entitled to Give Voting Instructions in Connection with
New York Life Separate Account Individual Variable Annuity Contracts," p. 1, in
the Annual Meeting Statement section.

SHARES OF THE FUND

GENERAL

The authorized capital of the Fund is 10,000,000 shares of common stock of
the par value $1 per share*. All shares are of the same class, with equal
rights and privileges. Each share is entitled to participate equally and ratably
in any income dividends and any capital gains distributions declared by the Fund
and, in case of liquidation, to participate equally and ratably in any assets of
the Fund remaining after satisfaction of its outstanding liabilities. The Fund
is authorized to issue shares in fractional denominations. Any fractional shares
issued will be entitled to participate in their respective proportions in any
income dividends and any capital gains distributions declared by the Fund and in
any distribution of net assets of the Fund upon liquidation. The By-Laws of the
Fund authorize it to maintain for each shareholder a shareholder open account in
which will be recorded such shareholder's ownership of shares and all changes in
such ownership. Certificates will not be required to be issued for shares so
recorded unless requested by the shareholders.

The shares are fully paid and non-assessable when issued and have no
preemptive, conversion or exchange rights. Shareholders are entitled to have
shares redeemed by the Fund as set forth under "Sale and Redemption of Shares,"
below.

SALE AND REDEMPTION OF SHARES

The shares of the Fund will be sold only to separate accounts established
by New York Life, and to New York Life itself and organizations approved by it.
Sales will be at net asset value as next determined after receipt by the Fund of
the request for purchase. Redemptions will be at net asset value next determined
after receipt of the request for redemption.

Payment for shares redeemed will be made as soon as possible and within 7
days after the day on which the Fund receives the request for redemption,
together with the certificate for or other evidence of ownership of such shares,
if any. However, the right of redemption may be suspended or the payment date
postponed for any period during which the New York Stock Exchange is closed
(other than customary week-end and holiday closings), or trading on it is
restricted as determined pursuant to rules and regulations of the Securities and
Exchange Commission; or for any period during which an emergency exists, as
determined pursuant to such rules and regulations, as a result of which disposal
by the Fund of securities owned by it or the determination of the value of its
net assets is not reasonably practicable; or for other periods permitted by the
Commission.

The net asset value of the shares of the Fund will fluctuate as a result of
changes in the market value of the securities owned by the Fund. The amount a
shareholder will receive upon the redemption of shares may therefore be more or
less than the amount paid for them.

- ----------
* The statutory terms "par value" and "stated capital" normally have no
relation to the market value of a security.

<PAGE>

DEDUCTIONS

DEDUCTION FOR APPLICABLE STATE AND LOCAL TAXES

Where deductions from gross purchase payments have been made for applicable
premium taxes, the amount is disclosed in confirmations issued with respect to
purchase payments. The surrender of accumulation units, in whole or in part, for
cash may result in a credit against the state and local tax liability of New
York Life. In such event, there will be paid by New York Life, in addition to
the cash value of the accumulation units being surrendered, an amount equal to
the lesser of (1) the amount by which New York Life's state and local tax
liability is reduced or (2) the amount previously deducted from gross purchase
payments for state and local taxes. No representation can be made that upon any
such surrender of accumulation units, in whole or in part, any such payment will
be made, since applicable tax laws at the time of surrender would be
determinative.

DEDUCTION FOR SALES AND ADMINISTRATIVE EXPENSES

Deductions from the basic amount of payments will be made by New York Life
for expenses in connection with sales and administrative functions relative to
the Contracts. The net amount, after all deductions, will be applied to purchase
accumulation units or annuity units. Administrative expenses include such items
as salaries, rent, postage, telephone, travel, legal, actuarial, auditing and
accounting fees, office equipment and stationery. New York Life agrees that
these deductions, which are set out in the following table, will not be
increased during the continuance of the Contract.

PERIODIC PURCHASE DEFERRED CONTRACTS

Percentage of Basic Percentage of Net
Purchase Payments* Purchase Payments
-------------------------- ---------------------------
Adminis- Adminis-
Sales trative Sales trative
Year+ Expense Expense Total Expense Expense Total
- ----- ------- ------- ----- ------- ------- ------
1 .................. 11.0% 4.0% 15.0% 12.94% 4.71% 17.65%
2 and subsequent ... 4.5 2.5 7.0 4.84 2.69 7.53

No. of
Years+ Average Over Number of Years Indicated++
- ------ -------------------------------------------------------
4 .................. 6.13% 2.87% 9.00% 6.73% 3.16% 9.89%
5 .................. 5.80 2.80 8.60 6.35 3.06 9.41
10 .................. 5.15 2.65 7.80 5.59 2.87 8.46
15 .................. 4.93 2.60 7.53 5.34 2.81 8.15
20 .................. 4.82 2.58 7.40 5.21 2.78 7.99
25 .................. 4.76 2.56 7.32 5.14 2.76 7.90
30 .................. 4.72 2.55 7.27 5.09 2.75 7.84
- ----------
* "Basic purchase payments" are gross purchase payments after deductions
for any applicable state and local taxes (generally known as "premium taxes") or
gross purchase payments where there are no such taxes.

+ Year, or "premium year," is a one-year period, except that failure to
make a scheduled purchase payment will extend a premium year by the period
beginning with the due date of such payment and ending with the due date of the
payment made when scheduled payments are resumed. The first premium year begins
on the date of the Contract. Consequently, the percentage deductible for sales
and administrative expenses specified above for the first premium year will
apply until the scheduled purchase payments for such year have been paid.

++ Assuming level payments over the period indicated.

<PAGE>

RECORD DATE: PURCHASE PAYMENTS, REDEMPTIONS,
EXCHANGES AND REQUESTS FOR INFORMATION

Under all contracts purchase payments will be applied, and requests for
redemption or exchange made effective, as of the record dates of such payments
or requests. The record date of each such payment or request will be the day on
which it is first received by New York Life at the Home Office or a Service
Office except that the record date of a payment or request received on other
than a business day, or after the close of the New York Stock Exchange, will be
the next business day. Since all requests will be effective as of the record
dates, the requests must be unconditional and any conditional requests will not
be acceptable. A "business day" is any day on which the New York Stock Exchange
is open for trading, except for any such day on which the Home Office is closed.

All payments, requests for redemption, or exchanges of fixed or variable
accumulation units for units of the other kind should be sent to NYLIFE
Distributors Inc. c/o the appropriate New York Life Service Office. Existing IVA
Contract Owners have been notified by mail of the address of the appropriate New
York Life Service Office. Requests for information should be sent to NYLIFE
Distributors Inc. c/o the appropriate New York Life Service Office or New York
Life Consumer Information and Service Center at 51 Madison Avenue, New York, New
York 10010.

NET ASSET VALUE

In accordance with procedures approved by the Board of Directors of the
Fund, the net asset value of the shares of the Fund is determined once daily as
of the regular close of trading on the New York Stock Exchange, on each day on
which it is open for trading and the Fund is open for business. The Fund will be
open for business each day the Exchange is open for trading, except for any such
day on which New York Life's Home Office is closed. The Fund reserves the right
to determine net asset value once daily at the close of trading reported by the
consolidated tape, instead of at the regular close of trading on the Exchange.

Net asset value is calculated in the following manner. Securities traded on
an exchange (or exchanges) will be valued at the closing sales price on the
exchange where they are principally traded. Securities for which there is no
sale on that day and securities traded in only the over-the-counter market will
be valued at the last representative bid price available. Securities for which
quotations are not readily available, restricted securities, and other assets of
the Fund, will be valued at fair value as determined in good faith by or at the
direction of the Board of Directors of the Fund. Cash and other receivables and
other assets of the Fund will be added and liabilities of the Fund will be
deducted. The resulting amount will represent the net assets of the Fund which
will be divided by the number of shares outstanding to determine a net asset
value per share.

GENERAL INFORMATION

STATE REGULATION

New York Life is subject to the New York Insurance Law and other laws of
the State of New York governing life insurance companies organized in that
State. The New York Insurance Law provides for the regulation and supervision of
such life insurance companies by the Department of Insurance of the State of New
York which periodically examines the affairs of such companies. In addition, New
York Life is subject to the insurance laws and regulations of all other States
and jurisdictions in which it is authorized to do business. In connection with
such regulation and supervision, New York Life is required to submit annual
statements of its operations, including financial statements, to the Insurance
Departments of the various jurisdictions in which it is authorized to do
business for purposes of determining solvency and compliance with local
insurance laws and regulations.

ADDITIONAL INFORMATION

This prospectus does not contain all the information set forth in the
registration statement, certain portions of which have been omitted pursuant to
the rules and regulations of the Securities and Exchange Commission, and because
the Company is no longer offering new Contracts. The information so omitted may
be obtained from the Commission's principal office in Washington, D.C., upon
payment of the fees prescribed by the Commission.

The features of the Contracts described herein are subject to the actual
terms of the Contracts themselves, specimen copies of which have been filed as
exhibits to the registration statement. Reference is made to these exhibits for
a complete statement of the terms and conditions of the Contracts.

<PAGE>

INCORPORATION BY REFERENCE

Certain information concerning the Fund and the Accounts is also included
in the Annual Meeting Statement and the Annual Report sections attached to this
Prospectus. The following portions of such documents are incorporated herein by
reference:

Annual Meeting Statement Section. "Election of Directors" (pp. 3-4),
"Remuneration" (p. 5), "Board Structure" (p. 5), "Selection of Independent
Accountants" (p. 5), "Investment Advisory Agreement" (p. 6), "Brokerage
Commissions" (pp. 6-7), "Custodian" (p. 8) and "Deduction for Sales and
Administrative Expenses, Charge for Mortality and Expense Risks" (p. 8) and
"Schedule I" (pp. 9-17).

Annual Report Section. Financial Statements and Financial Highlights of New
York Life Fund, Inc. (pp. 9-17).

NEW YORK LIFE FIDELITY BOND

New York Life has for its protection a fidelity bond, in the usual form, in
an amount not less than $15 million covering officers and employees.

<PAGE>

PART II

OTHER INFORMATION

1. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements
Reference is made to the "Annual Report" section of the Registrant's
March 29, 1996 Annual Disclosure Statement which is filed with the
Securities and Exchange Commission on the same date as this
Post-Effective Amendment.

(b) Exhibits

1. The Exhibits to the Registrant's Registration Statements on Form
N-8B-2 (File No. 811-02000) and Form S-6 (File No. 2-35960) are
incorporated herein by reference.

2. Powers of Attorney - Filed herewith.

2. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

Reference is made to the information concerning the relationship between
New York Life and New York Life Fund, Inc. (the "Fund") contained under the
headings "Investment Advisory Agreement" and "Schedule I" in the "Annual
Meeting Statement" section of the Registrant's March 29, 1996 Annual
Disclosure Statement as well as Part II of New York Life Separate Account N
Post-Effective Amendment No. 32, to Form S-6 (File No. 2-35959), filed with
the Securities and Exchange Commission on this date, under Items 2 and 6,
and to Item 25 of Part C of the Fund's Amendment No. 18 to Form N-1A (File
No. 2-35958) filed with the Securities and Exchange Commission on this
date.

6. PRINCIPAL UNDERWRITERS

(a) NYLIFE Distributors Inc. ("NYLIFE Distributors"), which was
incorporated October 1, 1993 under the Delaware Corporation Law, is a
wholly-owned subsidiary of NYLIFE Inc., and an indirect subsidiary of
New York Life, a member of the National Association of Securities
Dealers, Inc. and a broker-dealer registered with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as
amended. The principal office address of NYLIFE Distributors is 51
Madison Avenue, New York, New York 10010 [Tel. 212-576-6356], IRS
Employer Identification Number: 13-3741759. Counsel has advised that
for the purposes of the federal securities laws, NYLIFE Distributors
is an underwriter of the individual variable annuity contracts
formerly offered by the Registrant, and no other person is an
underwriter thereof.

(b) The officers and directors of NYLIFE Distributors and their positions
with New York Life are as follows (the principal business address of
each such person is 51 Madison Avenue, New York, New York 10010):

<PAGE>

Position Held With
------------------------------------------------------------
Name NYLIFE Distributors New York Life
- ---- ------------------------- -----------------------
<S> <C> <C>

Richard A. Topp Director, President and Vice President
Chief Executive Officer

Alice T. Kane Director Executive Vice President

Jefferson C. Boyce Director Senior Vice President

Patrick G. Boyle Director Senior Vice President

Richard Wecker Director Senior Vice President

Walter W. Ubl Director and Senior Vice President
Vice President

Thomas J. Warga Senior Vice President Senior Vice President
and General Auditor and General Auditor

Jay S. Calhoun Vice President Vice President
and Treasurer and Treasurer

Anthony Polis Vice President and Vice President
Chief Financial Officer

John O'Byrne Vice President and Vice President
Chief Compliance Officer

Robert Brady Vice President Vice President

Linda Livornese Vice President Vice President

Frank Mistero Vice President Vice President

Richard Zuccaro Tax Vice President Corporate Vice President

Louis H. Adasse Corporate Vice President Corporate Vice President

Paul C. Miller Corporate Vice President Corporate Vice President

George R. Daoust Assistant Vice President Corporate Vice President

Arphiela Arizmendi Assistant Vice President Assistant Vice President

Antoinette Cirillo Assistant Vice President Assistant Vice President

Geraldine Lorito Assistant Vice President Assistant Vice President

Nancy Brenner Secretary Associate Counsel

Sheila J. Kearney Assistant Secretary Vice President and
Associate General Counsel
</TABLE>

<PAGE>

(c)

Name of Net Underwriting Compensation on
Principal Discounts and Redemption and Brokerage Other
Underwriter Commission Repurchase Commission Compensation
- ----------- ---------------- --------------- ---------- ------------
The above table is inapplicable. By that certain "Agreement Relating to
the Distribution of Variable Annuity Contracts," dated April 1, 1971,
between New York Life Variable Contracts Corporation, a predecessor to
NYLIFE Securities, and New York Life, filed with the Securities and
Exchange Commission as Exhibit 3A to Amendment No. 1 to the Form N-8B-2
Registration Statement of the Registrant under the Investment Company Act
of 1940, dated April 26 and filed April 27, 1971 to which reference is
hereby made. NYLIFE Securities did not earn any fees during 1995 with
respect to such individual variable annuity contracts. Any monies
collected by NYLIFE Securities in the offering of such individual
variable annuity contracts are the property of New York Life and all
books and records relating thereto are maintained by New York Life.

7. LOCATION OF ACCOUNTS AND RECORDS

The Registrant's accounts, books and records and other documents are in
the physical possession and maintained by the Registrant at its principal
office at 51 Madison Avenue, New York, New York 10010 and at Cokesbury
Road, Lebanon, New Jersey 08833.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, New York Life
Insurance Company, the depositor of the undersigned Registrant hereby certifies
that it meets all of the requirements for effectiveness of this Registration
Statement pursuant to Rule 486(b) under the Securities Act of 1933, and has duly
caused this Post-Effective Amendment to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of New
York and State of New York on the 25th day of March, 1996, with respect to
matters pertaining to the Registrant.

NEW YORK LIFE SEPARATE ACCOUNT Q

(Name of Registrant)

By: NEW YORK LIFE INSURANCE COMPANY

(Name of Depositor)

By: /s/ HARRY G. HOHN
--------------------------------
(Harry G. Hohn)
Chairman of the Board
and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, New York Life
Insurance Company, the depositor of the Registrant, has caused this
Post-Effective Amendment to the Registration Statement to be duly signed by the
following persons in the capacities and on the dates indicated:

Signature Title Date
--------- ----- ----
/s/ HARRY G. HOHN Chairman of the Board and March 25, 1996
- ------------------------------ Chief Executive Officer
(Harry G. Hohn)

/s/ MARC J. CHALFIN
- ------------------------------ Controller March 25, 1996
(Marc J. Chalfin)

/s/ SEYMOUR STERNBERG Director and President March 25, 1996
- ------------------------------
(Seymour Sternberg)

/s/ ROBERT M. BAYLIS Director March 25, 1996
- ------------------------------
(Robert M. Baylis)

/s/ WILLIAM G. BURNS Director March 25, 1996
- ------------------------------
(William G. Burns)

/s/ DAVID A.K. HARLAND
- ------------------------------
* By
(David A.K. Harland, as attorney-in-fact
for any Director or Officer
before whose name appears an asterisk.)

<PAGE>

Signature Title Date
--------- ----- ----

/s/ PATRICIA T. CARBINE Director March 25, 1996
- ------------------------------
(Patricia T. Carbine)

/s/ PAUL W. DOUGLAS Director March 25, 1996
- ------------------------------
(Paul W. Douglas)

/s/ KENT B. FOSTER Director March 25, 1996
- ------------------------------
(Kent B. Foster)

/s/ LEE M. GAMMILL, JR. Director March 25, 1996
- ------------------------------
(Lee M. Gammill, Jr.)

/s/ RICHARD L. GELB Director March 25, 1996
- ------------------------------
(Richard L. Gelb)

/s/ WILLIAM R. GRANT Director March 25, 1996
- ------------------------------
(William R. Grant)

/s/ THOMAS W. LANGFITT, MD Director March 25, 1996
- ------------------------------
(Thomas W. Langfitt, MD)

/s/ LESLIE G. MCCRAW Director March 25, 1996
- ------------------------------
(Leslie G. McCraw)

/s/ DAVID W. MITCHELL Director March 25, 1996
- ------------------------------
(David W. Mitchell)

/s/ RICHARD R. PIVIROTTO Director March 25, 1996
- ------------------------------
(Richard R. Pivirotto)

/s/ ROBERT J. RICHARDSON Director March 25, 1996
- ------------------------------
(Robert J. Richardson)

/s/ DONALD K. ROSS Director March 25, 1996
- ------------------------------
(Donald K. Ross)

/s/ DAVID A.K. HARLAND
- ------------------------------
* By

(David A.K. Harland, as attorney-in-fact
for any Director or Officer
before whose name appears an asterisk.)

<PAGE>

EXHIBIT INDEX

Exhibit
Number Page
------ ----

1. The Exhibits to the Registrant's Registration Statements on Form
N-8B-2 (File No. 811-02000) and Form S-6 (File No. 2-35960) are
incorporated herein by reference.

1(b)2. Powers of Attorney

1(c) Consent of Independent accountants

EXHIBIT 1(b)2

<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director of New
York Life Insurance Company does hereby appoint Harry G. Hohn, George J. Trapp,
David A. K. Harland and Morgan T. Sullivan-Walsh, and each of them, severally,
his true and lawful attorney-in-fact, for him in his name, place and stead, to
execute and file from time to time Post-Effective Amendments to the Registration
Statement filed by New York Life Insurance Company under the Securities Act of
1933 on Securities and Exchange Commission Form S-6 and to have full power and
authority to do or cause to be done in the name, place and stead of the
undersigned each and every act and thing necessary or appropriate in order to
effect the same, as fully to all intents and purposes as the undersigned might
or could in person, hereby ratifying and confirming all that said
attorneys-in-fact, or any of them, could do or cause to be done by virtue
hereof. Each of said attorneys-in-fact shall have power to act hereunder with
or without the others.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 21st day
of February, 1996.

ROBERT M. BAYLIS
-----------------------------
Robert M. Baylis

State of New York )
ss:
County of New York )

On the 21st day of February, 1996, before me personally came Robert M.
Baylis to me known to be the individual described in, and who executed the
foregoing instrument, and acknowledged that he executed the same.

CAROL A TERMINELLO
-----------------------------

CAROL A. TERMINELLO
Notary Public, State of New York
No. 41-4834278
Qualified in Queens County
Commission Expires April 30, 1997

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 21 day
of Feb, 1996.

KENT B. FOSTER
-----------------------------
Kent B. Foster

State of New York )
ss:
County of New York )

On the 21st day of February, 1996, before me personally came Kent B.
Foster to me known to be the individual described in, and who executed the
foregoing instrument, and acknowledged that he executed the same.

CAROL A TERMINELLO
-----------------------------

CAROL A. TERMINELLO
Notary Public, State of New York
No. 41-4834278
Qualified in Queens County
Commission Expires April 30, 1997

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 21st day
of February, 1996.

LESLIE G. McCRAW
-----------------------------
Leslie G. McCraw

State of New York )
ss:
County of New York )

On the 21st day of February, 1996, before me personally came Leslie G.
McCraw to me known to be the individual described in, and who executed the
foregoing instrument, and acknowledged that he executed the same.

CAROL A TERMINELLO
-----------------------------

CAROL A. TERMINELLO
Notary Public, State of New York
No. 41-4834278
Qualified in Queens County
Commission Expires April 30, 1997

<PAGE>
POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 21st day
of February, 1996.

SEYMOUR STERNBERG
-----------------------------
Seymour Sternberg

State of New York )
ss:
County of New York )

On the 21st day of February, 1996, before me personally came Seymour
Sternberg to me known to be the individual described in, and who executed the
foregoing instrument, and acknowledged that he executed the same.

CAROL A TERMINELLO
-----------------------------

CAROL A. TERMINELLO
Notary Public, State of New York
No. 41-4834278
Qualified in Queens County
Commission Expires April 30, 1997

EXHIBIT 1(c)

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Propsectus
constituting part of this Post-Effective Amendment No. 33 to the Registration
Statement on Form S-6 of our report dated February 16, 1996 relating to the
financial statements of New York Life Insurance Company, of our report dated
February 2, 1996 relating to the financial statements of New York Life Separate
Accounts N and Q and our report dated February 2, 1996 relating to the financial
statements and financial highlights of New York Life Fund, Inc., which appear in
the "Annual Report Section" of the "Annual Disclosure Statement." We also
consent to the incorporation by reference in such Prospectus of the reference to
us which appears under "Selection of Independent Accountants" in the "Annual
Meeting Statement Section" of the "Annual Disclosure Statement."

Price Waterhouse LLP Signature

PRICE WATERHOUSE LLP
New York, New York
March 27, 1996

<ARTICLE> 6
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 3,158
<INVESTMENTS-AT-VALUE> 2,873
<RECEIVABLES> 0
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 2,873
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 491
<TOTAL-LIABILITIES> 491
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 2,382
<SHARES-COMMON-STOCK> 42
<SHARES-COMMON-PRIOR> 142
<ACCUMULATED-NII-CURRENT> 16,716
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1,711
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (286)
<NET-ASSETS> 2,382
<DIVIDEND-INCOME> 845
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 144
<NET-INVESTMENT-INCOME> 798
<REALIZED-GAINS-CURRENT> 137
<APPREC-INCREASE-CURRENT> 517
<NET-CHANGE-FROM-OPS> 1,355
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 100
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (3,977)
<ACCUMULATED-NII-PRIOR> 15,918
<ACCUMULATED-GAINS-PRIOR> 1,574
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 144
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 44.70
<PER-SHARE-NII> 6.55
<PER-SHARE-GAIN-APPREC> 4.26
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 55.51
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>