NYLIAC MFA SEPARATE ACCOUNT I, 485APOS, 1999-02-26

NYLIAC MFA SEPARATE ACCOUNT I
485APOS, 1999-02-26

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<PAGE> 1

As filed with the Securities and Exchange Commission on February 26, 1999

Registration No. 2-86083

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

Form N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. 19 [ X ]

and

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940

Amendment No. 16 [ X ]

NYLIAC MFA SEPARATE ACCOUNT-I
(Exact Name of Registrant)

NEW YORK LIFE INSURANCE AND
ANNUITY CORPORATION
(Name of Depositor)

51 Madison Avenue, New York, New York 10010
(Address of Depositor's Principal Executive Office)

Depositor's Telephone Number: (212) 576-7000
Carol Yee, Esq.
New York Life Insurance and Annuity Corporation
51 Madison Avenue
New York, New York 10010
(Name and Address of Agent for Service)
Copy to:
Peter E. Panarites, Esq. Michael J. McLaughlin, Esq.
Freedman, Levy, Kroll & Simonds Senior Vice President
1050 Connecticut Avenue and General Counsel
Suite 825 New York Life Insurance Company
Washington, D.C. 20036 51 Madison Avenue
New York, New York 10010

Approximate Date of Proposed Public Offering: Continuous

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

[ ] immediately upon filing pursuant to paragraph (b) of Rule 485.
[ ] on May 1, 1999 pursuant to paragraph (b) of Rule 485.
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485.
[X] on May 1, 1999 pursuant to paragraph (a)(1) of Rule 485.

If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

Title of Securities Being Registered:
Units of interest in a separate account under variable annuity
contracts.

<PAGE> 2
CROSS REFERENCE SHEET

INFORMATION REQUIRED IN A PROSPECTUS

Item of Form N-4 Prospectus Caption

1. Cover Page Cover Page

2. Definitions Definitions

3. Synopsis Policy Owner and Fund Expenses;
Questions and Answers About the
Facilitator(R)

4. Condensed Financial Information Condensed Financial Information

5. General Description of Registrant, New York Life Insurance and
Depositor and Portfolio Companies Annuity Corporation;
The Separate Accounts;
MainStay VP Series Fund, Inc.;
Voting Rights

6. Deductions and Expenses Charges and Deductions;
Policy Owner and Fund Expenses;
Federal Tax Matters; Distributor
of the Policies

7. General Description of Variable The Policies; Distributions Under
Annuity Contracts the Policy; Voting Rights;
Charges and Deductions; The Fixed
Account

8. Annuity Period Income Payments

9. Death Benefit Distributions Under the Policy

10. Purchases and Contract Value Accumulation Period

11. Redemptions Surrenders and Withdrawals;
Income Payments;
Cancellations

12. Taxes Federal Tax Matters

13. Legal Proceedings Statement of Additional
Information-Legal Proceedings

14. Table of Contents of the Statement of Statement of Additional Information
Additional Information
<PAGE> 3
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

Statement of Additional
Item of Form N-4 Information Caption

15. Cover Page Cover Page

16. Table of Contents Table of Contents

17. General Information & History Not Applicable

18. Services Safekeeping of Separate
Account Assets

19. Purchase of Securities Being Offered Distributor of the Policies

20. Underwriters Distributor of The Policies

21. Calculation of Performance Data Investment Performance Calculations

22. Annuity Payments Valuation of Accumulation Units

23. Financial Statements Financial Statements
<PAGE> 4

NYLIAC MFA SEPARATE ACCOUNT I

NYLIAC MFA SEPARATE ACCOUNT II
PROSPECTUS
FOR THE

FACILITATOR(R)*

MULTI-FUNDED RETIREMENT ANNUITY POLICIES
OFFERED BY
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
(A DELAWARE CORPORATION)
51 MADISON AVENUE, NEW YORK, NEW YORK 10010

This prospectus describes the multi-funded retirement annuity policies
which New York Life Insurance and Annuity Corporation ("NYLIAC") issues. We
designed the policies primarily to assist individuals with their long-term
retirement planning needs.

This prospectus describes two types of policies: a single premium policy
and a flexible premium policy. We have discontinued sales of both types of
policies. However, we will still accept purchase payments under outstanding
policies. We will allocate purchase payments to NYLIAC MFA Separate Account I
for both types of policies issued under plans that qualify for special federal
income tax treatment. We will allocate purchase payments to the NYLIAC MFA
Separate Account II for both types of policies issued under plans that do not
qualify for special federal income tax treatment.

Prior to the date your income payments begin, you may direct that purchase
payments accumulate on a variable, fixed, or a combination variable and fixed
basis. When you decide to start receiving income payments from a policy issued
in connection with an employee plan that qualifies for special federal income
tax treatment, you may receive them on a variable, fixed, or a combination
variable and fixed basis. For a policy that is not issued in connection with an
employee retirement plan for special federal income tax treatment, you may
receive income payments on a fixed basis, and on a variable or a combination
variable and fixed basis subject to state filing and review. You also have
significant flexibility in determining the frequency and amount of each purchase
payment and the date income payments begin. You can withdraw money from your
policy before income payments begin. In certain circumstances, withdrawals may
be subject to a surrender charge and tax penalty.

Both separate accounts invest their assets in shares of the MainStay VP
Series Fund, Inc. (the "Fund"). The Fund offers three separate portfolios
available for investment under your policy: the MainStay VP Growth Equity
Portfolio, the MainStay VP Bond Portfolio, and the MainStay VP Cash Management
Portfolio (the "Eligible Portfolios" or the "Portfolios"). Your policy's value
will vary in accordance with the investment performance of the Portfolios you
select. You also bear the entire investment risk for any amounts allocated to
the separate accounts.

You should read this prospectus carefully and keep it for future reference.
To learn more about the policies, you can obtain a copy of the Statement of
Additional Information ("SAI") dated May 1, 1999. The SAI has been filed with
the Securities and Exchange Commission and is incorporated by reference into
this prospectus. The table of contents for the SAI appears at the end of this
prospectus. For a free copy of the SAI, you should call the Service Center that
services your policy. We have listed the phone numbers for our Service Centers
on page of this prospectus.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED
THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS MAY 1, 1999

*FACILITATOR(R) IS NYLIAC'S REGISTERED SERVICE MARK FOR THE POLICIES AND IS
NOT MEANT TO CONNOTE PERFORMANCE.

<PAGE> 5

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
DEFINITIONS............................ 3
POLICY OWNER AND FUND EXPENSES......... 4
QUESTIONS AND ANSWERS ABOUT THE
FACILITATOR.......................... 6
CONDENSED FINANCIAL INFORMATION........ 11
FINANCIAL STATEMENTS................... 14
NEW YORK LIFE INSURANCE AND ANNUITY
CORPORATION AND THE SEPARATE
ACCOUNTS............................. 15
New York Life Insurance and Annuity
Corporation....................... 15
The Separate Accounts................ 15
The Portfolios....................... 15
Additions, Deletions, or
Substitutions of Investments...... 16
Reinvestment......................... 16
THE POLICIES........................... 16
Purpose of Policies.................. 16
Purchase Payments.................... 17
Total Disability Benefit Rider....... 17
Transfers............................ 17
Accumulation Period.................. 18
(a) Crediting of Net Purchase
Payments................... 18
(b) Valuation of Accumulation
Units...................... 18
Policy Owner Inquiries............... 18
CHARGES AND DEDUCTIONS................. 18
Surrender Charges.................... 18
Exceptions to Surrender Charges...... 19
Other Charges........................ 19
Taxes................................ 20
DISTRIBUTIONS UNDER THE POLICY......... 21
Surrenders and Withdrawals........... 21
(a) Surrenders.................... 21
(b) Partial Withdrawals........... 21
(c) Periodic Partial
Withdrawals..................... 21
(d) Hardship Withdrawals.......... 21
</TABLE>

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Cancellations........................ 22
Retirement Date...................... 22
Death Before Retirement Date......... 22
Income Payments...................... 23
(a) Election of Income Payment
Options.................... 23
(b) Fixed Income Payments......... 23
(c) Variable Income Payments...... 24
(d) Value of Variable Income
Payments................... 24
(e) Other Methods of Payment...... 24
(f) Legal Developments Regarding
Income Payments............ 25
(g) Proof of Survivorship......... 25
Delay of Payments.................... 25
Designation of Beneficiary........... 25
Restrictions Under the Texas Optional
Retirement Program................ 25
Restrictions Under Internal Revenue
Code Section 403(b)(11)........... 25
THE FIXED ACCOUNT...................... 26
(a) Interest Crediting............ 26
(b) Surrender Charges............. 26
(c) Transfers to Investment
Divisions.................. 26
(d) General Matters............... 27
FEDERAL TAX MATTERS.................... 27
Introduction......................... 27
Taxation of Annuities in General..... 27
Qualified Plans...................... 28
(a) Section 403(b) Plans.......... 29
(b) Individual Retirement
Annuities.................. 29
(c) Corporate Pension and Profit-
Sharing Plans and H.R. 10
Plans........................ 29
(d) Deferred Compensation Plans... 29
DISTRIBUTOR OF THE POLICIES............ 29
VOTING RIGHTS.......................... 29
STATEMENT OF ADDITIONAL INFORMATION.... 30
</TABLE>

2
<PAGE> 6

DEFINITIONS

ACCUMULATION UNIT--An accounting unit used to calculate the value of a policy
prior to the date Income Payments begin. Each Investment Division of the
Separate Accounts has a distinct Accumulation Unit value.

ALLOCATION ALTERNATIVES--The Investment Divisions of the applicable Separate
Account(s) and the Fixed Account.

ANNUITANT--A person whose life determines the duration of Income Payments
involving life contingencies, and upon whose death, prior to the date Income
Payments are to begin, we pay benefits under the policy.

ANNUITY UNIT--An accounting unit we use to calculate Variable Income Payments.

BENEFICIARY--The person or entity having the right to receive the death benefit
set forth in the policy. In the event a Beneficiary is not designated, you or
your estate is the Beneficiary.

BUSINESS DAY--Generally, any day on which NYLIAC is open and the New York Stock
Exchange is open for trading. We are closed on national holidays, Martin Luther
King, Jr. Day and the Friday after Thanksgiving. In addition, we may choose to
close on the day immediately preceding or following a national holiday. Our
Business Day ends at 4:00 p.m. Eastern Time or the closing of the New York Stock
Exchange, if earlier.

FIXED ACCOUNT--An account that is credited with a fixed interest rate which
NYLIAC declares and is not part of the Separate Accounts.

FIXED INCOME PAYMENTS--Income Payments having a guaranteed amount.

INCOME PAYMENTS--Periodic payments NYLIAC makes to the Payee.

INVESTMENT DIVISION ("DIVISION")--The variable investment options available with
your policy. There will be a separate Investment Division in each Separate
Account for single and flexible premium policies corresponding to each Eligible
Portfolio. Each Investment Division invests exclusively in shares of a specified
Eligible Portfolio.

NON-QUALIFIED POLICIES--Policies that are not available for use in connection
with employee retirement plans that qualify for special federal income tax
treatment.

PAYEE--The person designated to receive payments under an Income Payment option.
The Payee may be you, the Annuitant, a Beneficiary or any person you designate.

POLICY ANNIVERSARY--An anniversary of the Policy Date.

POLICY DATE--The date established when we issue your policy, from which
subsequent Policy Years, months and anniversaries are measured.

POLICY YEAR--A year starting on the Policy Date. Subsequent Policy Years begin
on each Policy Anniversary, unless otherwise indicated.

PURCHASE DATE--The Business Day on which we receive and credit a purchase
payment under the policy.

QUALIFIED POLICIES--Policies issued under plans that qualify for special federal
income tax treatment.

SEPARATE ACCOUNT(S)--NYLIAC MFA Separate Account I and NYLIAC MFA Separate
Account II, the segregated asset accounts we established to receive and invest
purchase payments under the policies.

VARIABLE INCOME PAYMENTS--Income Payments that have no predetermined or
guaranteed dollar amount.

3
<PAGE> 7

POLICY OWNER AND FUND EXPENSES
NYLIAC MFA SEPARATE ACCOUNTS

FLEXIBLE PREMIUM POLICIES
(SALES OF FLEXIBLE PREMIUM POLICIES WERE DISCONTINUED AS OF SEPTEMBER 1, 1989)

<TABLE>
<CAPTION>
COMMON MONEY
STOCK BOND MARKET
------ ---- ------
<S> <C> <C> <C>
OWNER TRANSACTION EXPENSES
Maximum Contingent Deferred Sales Load(a)
(as a % of amount withdrawn)........................... 7% 7% 7%
Annual Policy Service Charge.............................. Lesser of $30 Per Policy
or 1% of the Policy's Value.
</TABLE>

<S> <C> <C> <C>
SEPARATE ACCOUNT ANNUAL EXPENSES
(as a % of average account value)
Mortality and Expense Risk Fees........................ 1.25% 1.25% 1.25%
Administration Fees.................................... 0.50% 0.50% 0.50%
Total Separate Account Annual Expenses................. 1.75% 1.75% 1.75%
MAINSTAY VP SERIES FUND ANNUAL EXPENSES AFTER REIMBURSEMENT
(as a % of average account value for the fiscal year ended December 31, 1998)
Management Fees........................................
Administration Fees....................................
Other Expenses.........................................
Total Fund Annual Expenses.............................
</TABLE>

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

(a) The sales load percentage declines from 7% in the first four Policy Years to
1% in the tenth Policy Year with no charge after the tenth Policy Year. (See
"Surrender Charges" on page .)

We provide this table to help you understand the various costs and expenses
that you will bear directly and indirectly. The table reflects charges and
expenses of the Separate Accounts and the Fund for the year ended December 31,
1998. Charges and expenses may be higher or lower in future years. For more
information on the charges reflected in this table see Charges and Deductions on
page and the Fund prospectus which accompanies this prospectus. We may deduct
premium taxes from some policies, where premium taxes are imposed by state law.

EXAMPLES

A policy owner would pay the following expenses on a $1,000 investment,
assuming a 5% annual return on assets:

1. If you surrender your policy at the end of the stated time period:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Common Stock................................................
Bond........................................................
Money Market................................................
</TABLE>

2. If you do not surrender or annuitize your policy:

YOU SHOULD NOT CONSIDER THESE EXAMPLES TO BE REPRESENTATIONS OF PAST OR FUTURE
EXPENSES AND THE ACTUAL EXPENSES THAT YOU PAY MAY BE GREATER OR LESS THAN THOSE
SHOWN.

4
<PAGE> 8

POLICY OWNER AND FUND EXPENSES
NYLIAC MFA SEPARATE ACCOUNTS

SINGLE PREMIUM POLICIES
(SALES OF SINGLE PREMIUM POLICIES WERE DISCONTINUED AS OF DECEMBER 19, 1994)

<TABLE>
<CAPTION>
COMMON MONEY
STOCK BOND MARKET
------ ---- ------
<S> <C> <C> <C>
OWNER TRANSACTION EXPENSES
Maximum Contingent Deferred Sales Load(a)
(as a % of Policy Value withdrawn)..................... 7% 7% 7%
</TABLE>

<TABLE>
<S> <C> <C> <C>
SEPARATE ACCOUNT ANNUAL EXPENSES
(as a % of average account value)
Mortality and Expense Risk Fees........................ 1.25% 1.25% 1.25%
Total Separate Account Annual Expenses................. 1.25% 1.25% 1.25%
MAINSTAY VP SERIES FUND ANNUAL EXPENSES AFTER REIMBURSEMENT
(as a % of average account value for the fiscal year ended
December 31, 1998)
Management Fees........................................
Administration Fees....................................
Other Expenses.........................................
Total Fund Annual Expenses.............................
</TABLE>

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

(a) The sales load percentage declines from 7% during the first Policy Year to
1% in the seventh Policy Year with no charge after the seventh Policy Year.
There are a number of exceptions to the surrender charges, including, that
there is no surrender charge if the amount withdrawn in any Policy Year is
10% or less of the policy's value at the beginning of that Policy Year. (See
"Exceptions to Surrender Charges" on page .)

We provide this table to help you understand the various costs and expenses
that you will bear directly and indirectly. The table reflects charges and
expenses of the Separate Account and the Fund for the year ended December 31,
1998. Charges and expenses may be higher or lower in future years. For more
information on the charges reflected in this table see Charges and Deductions on
page and the Fund prospectus which accompanies this prospectus. We may deduct
premium taxes from some policies, where premium taxes are imposed by state law.

EXAMPLES

A policy owner would pay the following expenses on a $1,000 investment,
assuming a 5% annual return on assets:

1. If you surrender your policy at the end of the applicable time period:

2. If you do not surrender or annuitize your policy:

YOU SHOULD NOT CONSIDER THESE EXAMPLES TO BE REPRESENTATIONS OF PAST OR FUTURE
EXPENSES AND THE ACTUAL EXPENSES THAT YOU PAY MAY BE GREATER OR LESS THAN THOSE
SHOWN.

5
<PAGE> 9

QUESTIONS AND ANSWERS ABOUT THE FACILITATOR(R)

NOTE: THE FOLLOWING SECTION CONTAINS BRIEF QUESTIONS AND ANSWERS ABOUT THE
FACILITATOR. YOU SHOULD REFER TO THE BODY OF THIS PROSPECTUS FOR MORE DETAILED
INFORMATION.

1. WHAT IS THE FACILITATOR?

Facilitator is the name of the Multi-Funded Retirement Annuity policies
offered by NYLIAC. These policies may be either single premium or flexible
premium policies. (See "The Policies" at page ). Depending upon the type of
policy (single premium or flexible premium) and its purpose (Qualified or
Non-Qualified), you may allocate purchase payments to one or more of the
Investment Divisions of each of the Separate Accounts and the Fixed Account. The
Separate Accounts in turn invest in shares of the Fund. The policy's value will
fluctuate according to the performance of the Investment Divisions selected.

2. WHAT IS A RETIREMENT ANNUITY AND WHY MAY BENEFITS VARY?

A retirement annuity provides payments for the life of an Annuitant (or an
Annuitant and another person, the "Joint Annuitant") with a guaranteed number of
Income Payments or for a set dollar amount. In this prospectus, we refer to
annuity payments which remain the same throughout the payment period as "Fixed
Income Payments" and annuity payments which vary as "Variable Income Payments."
When you are scheduled to receive Variable Income Payments, we will use the
policy's value to purchase Annuity Units in the Common Stock Investment
Division. The amount of Variable Income Payments will increase or decrease
according to the value of the Annuity Units which reflects the performance of
that Common Stock Investment Division. Fixed Income Payments will always be the
same specified amount. (See "Income Payments" at page .)

3. WHAT ARE THE AVAILABLE ALLOCATION ALTERNATIVES?

You can allocate your purchase payments to one or more of the following
Allocation Alternatives:

(a) Separate Accounts

Each of the Separate Accounts consists of three Investment
Divisions for single premium policies and three for flexible premium
policies.

The Investment Divisions of the Separate Accounts invest
exclusively in shares of the Fund. The Fund is a diversified, open-end
management investment company. The three Investment Divisions and their
corresponding Eligible Portfolios are as follows:

<TABLE>
<CAPTION>
CORRESPONDING
INVESTMENT DIVISION ELIGIBLE PORTFOLIO
------------------- -------------------------------------
<S> <C>
Common Stock Division MainStay VP Growth Equity Portfolio
Bond Division MainStay VP Bond Portfolio
Money Market Division MainStay VP Cash Management Portfolio
</TABLE>

When you allocate a purchase payment to one of the Investment
Divisions, the Separate Account will invest your payment exclusively in
shares of the corresponding Eligible Portfolio of the Fund. For
Non-Qualified Policies, the Common Stock Investment Division is not
available in New York.

(b) Fixed Account

Purchase Payments allocated to the Fixed Account will reflect a
fixed interest rate. (See "The Fixed Account" at page .)

4. CAN AMOUNTS BE TRANSFERRED AMONG THE ALLOCATION ALTERNATIVES?

You can transfer all or part of your Accumulation Unit value between
Investment Divisions or from the Investment Divisions to the Fixed Account at
least 30 days before the date Income Payments are scheduled to begin. The
minimum amount you can transfer generally is $1,000 for single premium policies
or $500 for flexible premium policies. We reserve the right to limit the number
of transfers to no more than four in any one Policy Year. (See "Transfers" at
page .)

You may also make transfers from the Fixed Account to the Investment
Divisions, but only in certain situations. (See "The Fixed Account" at page .)

6
<PAGE> 10

5. WHAT CHARGES ARE ASSESSED AGAINST THE POLICY?

The policies are also subject to a daily charge for certain mortality and
expense risks NYLIAC assumes. This charge is equal, on an annual basis, to 1.25%
of the daily net asset value of the applicable Separate Account. (See "Other
Charges" at page .)

For single premium policies, there is no annual charge for policy services
or daily charges for administrative services.

For flexible premium policies, we will deduct an annual charge for policy
services once each year on the Policy Anniversary if on that date the total cash
value is below $10,000. This charge will be the lesser of $30 or 1% of the
policy's value at the end of the Policy Year. In addition, we will deduct a
daily charge for administrative services equal to .50%, on an annual basis, of
the daily asset value of the applicable Separate Account. (See "Other Charges"
at page .)

We also impose a surrender charge on partial withdrawals or surrenders of
the policies. This charge is assessed as a percentage of the amount withdrawn or
surrendered. For single premium policies, we keep track of each purchase payment
and assess a charge based on the length of time such payment is in your policy
before it is withdrawn. You may make up to four additional purchase payments
each Policy Year on a single premium policy. The surrender charge is 7% of the
amount withdrawn or surrendered during the first Policy Year that a purchase
payment is in your policy. The surrender charge declines 1% for each additional
Policy Year that a purchase payment is in your policy, as shown in the following
chart:

<TABLE>
<CAPTION>
POLICY YEAR OF PURCHASE PAYMENT SURRENDER CHARGE
- ------------------------------- ----------------
<S> <C>
1 .......................................................... 7%
2 .......................................................... 6%
3 .......................................................... 5%
4 .......................................................... 4%
5 .......................................................... 3%
6 .......................................................... 2%
7 .......................................................... 1%
8 and later................................................. 0%
</TABLE>

For purposes of calculating the surrender charge, we treat withdrawals as
coming from the oldest purchase payment first (on a first-in, first-out basis).

For flexible premium policies, the surrender charge is 7% of the amount
withdrawn or surrendered during the first four Policy Years. The surrender
charge declines 1% for each Policy Year until the tenth Policy Year. There is no
charge after the tenth Policy Year, as shown in the following chart:

<TABLE>
<CAPTION>
POLICY YEAR SURRENDER CHARGE
- ----------- ----------------
<S> <C>
1-4 ........................................................ 7%
5 .......................................................... 6%
6 .......................................................... 5%
7 .......................................................... 4%
8 .......................................................... 3%
9 .......................................................... 2%
10 ......................................................... 1%
11 and later................................................ 0%
</TABLE>

(See "Surrender Charges" at page and "Exceptions to Surrender Charges" at page
.)

Finally, the value of the Fund shares reflects management fees,
administration fees and other expenses deducted from the assets of the Fund.
(See the Fund prospectus for details.)

6. WHAT ARE THE MINIMUM AND MAXIMUM ADDITIONAL PURCHASE PAYMENTS?

You can make additional purchase payments under a Non-Qualified or
Qualified single premium policy of at least $2,000. We may limit additional
purchase payments to four in any one Policy Year.

For a flexible premium policy, you can make purchase payments of at least
$40 each at any time. You have a choice of sending purchase payments directly to
NYLIAC or through pre-authorized monthly

7
<PAGE> 11

deductions from bank checking accounts and employee payroll deductions. For
Non-Qualified flexible premium policies, the maximum purchase payments we accept
in each Policy Year (excluding any amounts for riders) is the greater of (a)
twice the purchase payments scheduled to be paid in the first Policy Year, or
(b) $7,500. In effect, you set the maximum payment when you apply for the
policy. However, you cannot schedule total purchase payments for the first
Policy Year that exceed $4,999.

Purchase payments under Qualified flexible premium policies, and purchase
payments and additional purchase payments under Qualified single premium
policies, may not be more than the amount permitted by law for the plan.

7. HOW ARE PURCHASE PAYMENTS ALLOCATED AMONG THE ALLOCATION ALTERNATIVES?

When you make a purchase payment, you may allocate it to any of the
Allocation Alternatives (except in New York where the Common Stock Investment
Division is not available for Non-Qualified Policies.) You do not need to make
allocations to each Allocation Alternative. You may also raise or lower the
percentages (which must be in whole number percentages) that you allocate to
each Allocation Alternative when you make a purchase payment. The minimum amount
which you can allocate to any one Allocation Alternative is $1,000 for a single
premium policy and $10 for a flexible premium policy.

8. WHAT HAPPENS IF PURCHASE PAYMENTS FOR A FLEXIBLE PREMIUM POLICY ARE NOT
MADE?

If we do not receive a purchase payment for a period of two years and both
(a) the total purchase payments for the policy, less any partial withdrawals and
any surrender charges, and (b) the policy's value, are less than $2,000, we
reserve the right to terminate the policy. We will notify you in your annual
report of our intention to exercise this right on the 90th day following that
Policy Anniversary if we do not receive a purchase payment from you before the
end of that 90-day period. If we terminate your policy, we will pay you the
policy's value in one lump sum.

9. CAN I WITHDRAW MONEY FROM THE POLICY BEFORE MY INCOME PAYMENTS ARE
SCHEDULED TO BEGIN?

You may make withdrawals from your policy before your Income Payments are
scheduled to begin and while the Annuitant is alive. Your withdrawal requests
must be in a form that is acceptable to us. Under most circumstances, the
minimum partial withdrawal is $100. Withdrawals may be subject to a surrender
charge. In addition, you may have to pay income tax and a 10% penalty tax may
apply if you are under the age of 59 1/2. (See "Distributions Under the Policy"
at page and "Federal Income Tax Matters" at page .)

10. HOW WILL INCOME PAYMENTS BE MADE?

Income Payments under Qualified Policies can be either variable, fixed, or
a combination of both. Income Payments under Non-Qualified Policies can be
received on a fixed basis and, subject to state filing and review, on a variable
basis or a combination of both. In either case, you select the type of payments.

Fixed Income Payments will always be in the same specified amount. The
amount of Variable Income Payments will increase or decrease according to the
performance of the Common Stock Investment Division. (See "Income Payments" at
page .)

11. WHAT IF THE ANNUITANT BECAME TOTALLY DISABLED?

If you have a Total Disability Benefit rider included in your flexible
premium policy, we will credit benefit amounts as purchase payments to your
policy during the period of the Annuitant's total disability. There is an
additional charge for this rider. (See "Total Disability Benefit Rider" at page
.)

12. WHAT HAPPENS IF THE ANNUITANT DIES BEFORE INCOME PAYMENTS BEGIN?

If the Annuitant dies before Income Payments begin, we will pay the
Beneficiary under the policy an amount equal to the greater of:

(a) the policy's value or

(b) the total of all purchase payments made, less any partial
withdrawals, surrender charges, and premium amounts paid for riders.

However, if you are the Annuitant and your spouse is the Beneficiary and
Contingent Annuitant, see Questions & Answers 13 & 14. (Also see "Death Before
Retirement" at page and "Federal Tax Matters" at page .)

8
<PAGE> 12

13. WHAT HAPPENS IF I DIE BEFORE INCOME PAYMENTS BEGIN?

In the event you die before Income Payment begins, we will pay the
Beneficiary under the policy an amount equal to the greater of:

(a) the policy's value or

(b) the total of all purchase payments made, less any partial
withdrawals, surrender charges, and premium amounts paid for riders.

Generally we will not issue a policy unless you are the Annuitant. However,
we do make exceptions if the policy owner is a trust or corporation. If you are
not the Annuitant but your spouse is the Beneficiary, or if your spouse or the
Annuitant's spouse is the Beneficiary and Contingent Annuitant, we can pay the
proceeds to the surviving spouse on your death prior to the date Income Payments
are scheduled to begin. The surviving spouse can also choose to continue as the
new policy owner. (See "Death Before Retirement" at page and "Federal Tax
Matters" at page .)

14. WHAT IS A CONTINGENT ANNUITANT?

Previously, in the application for a Non-Qualified Policy, you could name a
Contingent Annuitant. The Contingent Annuitant, who generally must be the spouse
of the Annuitant, is the person who becomes the new Annuitant at the death of
the Annuitant if (a) Income Payments have not begun and (b) you are still
living. Currently, the policies do not provide for the naming of Contingent
Annuitants.

15. WHAT ABOUT VOTING RIGHTS?

You can instruct NYLIAC how to vote shares of the Funds in which you have a
voting interest through the Separate Accounts. (See "Voting Rights" at page .)

16. HOW IS THE PAST INVESTMENT PERFORMANCE OF THE SEPARATE ACCOUNTS
CALCULATED?

We may advertise yields and total returns for the Investment Divisions. In
addition, we may advertise the effective yield of the Money Market Investment
Divisions. We base these figures on historical information for various periods
of time measured from the date the Investment Division commenced operations.
They are not intended to indicate future performance.

YIELDS. The yield of the Money Market Investment Divisions refers to the
annualized income generated by an investment in that Investment Division over a
specified seven-day period. We calculate the yield by assuming that the income
generated for that seven-day period is generated each seven-day period over a
52-week period. The current yield is shown as a percentage of the investment. We
calculate the effective yield similarly but, when annualized, we assume the
income earned by an investment in the Money Market Investment Division is
reinvested. The effective yield will be slightly higher than the yield because
of the compounding effect of this assumed reinvestment.

The yield of a Bond Investment Division refers to the annualized income
generated by an investment in the Bond Investment Division over a specified
thirty-day period. We calculate the yield by assuming that the income generated
by the investment during that thirty-day period is generated each thirty-day
period over a 12-month period. The current yield is shown as a percentage of the
investment.

The yield calculations do not reflect the effect of any surrender charge
that may be applicable to a particular policy. To the extent that the surrender
charge is applicable to a particular policy, the yield of that policy will be
reduced. For additional information regarding the yield calculations, please
refer to the Statement of Additional Information.

TOTAL RETURN CALCULATIONS. The total return of a Bond or Common Stock
Investment Division refers to return quotations assuming an investment has been
held in the Bond or Common Stock Investment Division for various periods of time
including, but not limited to, one year, five years, ten years and a period
measured from the date the Investment Division commenced operations. The total
return quotations will represent the average annual compounded rates of return,
assuming an initial investment of $1,000 is surrendered at the end of the
periods shown. The figures will reflect all Separate Account and Fund annual
expenses.

We may from time to time also calculate average annual total return and
cumulative total return for the Investment Divisions that does not reflect the
deduction of any surrender charges. We may from time to time also calculate
yields, standard total returns, and non-standard total returns for the
Portfolios of the MainStay

9
<PAGE> 13

VP Series Fund, but only if the performance data for the Portfolios is
accompanied by comparable data for the corresponding Investment Division in
equal prominence.

We will show non-standard performance data only if the standard performance
data for the same period, as well as for the required periods, are also shown.
For additional information regarding the calculation of other performance data,
please refer to the Statement of Additional Information.

17. HOW DO I CONTACT NYLIAC?

For general inquiries and written requests, you can contact your agent or
the Service Center that services your policy. The Service Center for your policy
is listed on your quarterly or confirmation statements.

<TABLE>
<CAPTION>
SERVICE CENTER ADDRESS PHONE NUMBER
-------------- ------- ------------
<S> <C> <C>
Atlanta Service Center P.O. Box 4869 (800) 695-5645
Atlanta, GA 30032

Cleveland Service Center P.O. Box 6916 (800) 695-9873
Cleveland, OH 44101

Dallas Service Center P.O. Box 539 (800) 695-1314
Dallas, TX 75221

West Coast Service Center P.O. Box 5085 (800) 695-9962
San Ramon, CA 94583
</TABLE>

10
<PAGE> 14

CONDENSED FINANCIAL INFORMATION

NYLIAC MFA SEPARATE ACCOUNT I

The following Accumulation Unit values and the number of Accumulation Units
outstanding for each Investment Division for each fiscal year ended December 31,
presented below, have been audited by PricewaterhouseCoopers LLP, independent
accountants, whose report on the related financial statements appears in the
Statement of Additional Information. You should read this information in
conjunction with the Separate Accounts' financial statements and notes thereto,
which appear in the Statement of Additional Information.

<TABLE>
<CAPTION>
JANUARY 1, 1989 TO DECEMBER 31, 1989
---------------------------------------------------------------------
COMMON STOCK BOND MONEY MARKET
INVESTMENT DIVISIONS INVESTMENT DIVISIONS INVESTMENT DIVISIONS
--------------------- --------------------- ---------------------
SINGLE FLEXIBLE SINGLE FLEXIBLE SINGLE FLEXIBLE
PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM
POLICIES POLICIES POLICIES POLICIES POLICIES POLICIES
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Accumulation Unit value as of 1/1/89......... $13.50 $13.17 $16.10 $15.70 $13.82 $13.48
Accumulation Unit value as of 12/31/89....... $16.76 $16.27 $17.81 $17.28 $14.93 $14.48
Number of units outstanding as of 12/31/89... 2,342,502 5,283,687 1,698,812 3,263,694 785,457 1,194,270
JANUARY 1, 1990 TO DECEMBER 31, 1990
---------------------------------------------------------------------
COMMON STOCK BOND MONEY MARKET
INVESTMENT DIVISIONS INVESTMENT DIVISIONS INVESTMENT DIVISIONS
--------------------- --------------------- ---------------------
SINGLE FLEXIBLE SINGLE FLEXIBLE SINGLE FLEXIBLE
PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM
POLICIES POLICIES POLICIES POLICIES POLICIES POLICIES
--------- --------- --------- --------- --------- ---------
Accumulation Unit value as of 1/1/90......... $16.76 $16.27 $17.81 $17.28 $14.93 $14.48
Accumulation Unit value as of 12/31/90....... $15.54 $15.01 $18.87 $18.22 $15.96 $15.41
Number of units outstanding as of 12/31/90... 2,214,950 5,254,923 1,674,155 3,259,172 1,046,450 1,346,706
JANUARY 1, 1991 TO DECEMBER 31, 1991
---------------------------------------------------------------------
COMMON STOCK BOND MONEY MARKET
INVESTMENT DIVISIONS INVESTMENT DIVISIONS INVESTMENT DIVISIONS
--------------------- --------------------- ---------------------
SINGLE FLEXIBLE SINGLE FLEXIBLE SINGLE FLEXIBLE
PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM
POLICIES POLICIES POLICIES POLICIES POLICIES POLICIES
--------- --------- --------- --------- --------- ---------
Accumulation Unit value as of 1/1/91......... $15.54 $15.01 $18.87 $18.22 $15.96 $15.41
Accumulation Unit value as of 12/31/91....... $20.61 $19.80 $21.69 $20.84 $16.70 $16.04
Number of units outstanding as of 12/31/91... 2,284,837 5,220,704 1,783,401 3,241,712 938,476 1,318,974
JANUARY 1, 1992 TO DECEMBER 31, 1992
---------------------------------------------------------------------
COMMON STOCK BOND MONEY MARKET
INVESTMENT DIVISIONS INVESTMENT DIVISIONS INVESTMENT DIVISIONS
--------------------- --------------------- ---------------------
SINGLE FLEXIBLE SINGLE FLEXIBLE SINGLE FLEXIBLE
PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM
POLICIES POLICIES POLICIES POLICIES POLICIES POLICIES
--------- --------- --------- --------- --------- ---------
Accumulation Unit value as of 1/1/92......... $20.61 $19.80 $21.69 $20.84 $16.70 $16.04
Accumulation Unit value as of 12/31/92....... $22.90 $21.90 $23.19 $22.17 $17.07 $16.32
Number of units outstanding as of 12/31/92... 2,766,943 5,343,557 2,112,825 3,248,734 815,708 1,114,559
JANUARY 1, 1993 TO DECEMBER 31, 1993
---------------------------------------------------------------------
COMMON STOCK BOND MONEY MARKET
INVESTMENT DIVISIONS INVESTMENT DIVISIONS INVESTMENT DIVISIONS
--------------------- --------------------- ---------------------
SINGLE FLEXIBLE SINGLE FLEXIBLE SINGLE FLEXIBLE
PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM
POLICIES POLICIES POLICIES POLICIES POLICIES POLICIES
--------- --------- --------- --------- --------- ---------
Accumulation Unit value as of 1/1/93......... $22.90 $21.90 $23.19 $22.17 $17.07 $16.32
Accumulation Unit value as of 12/31/93....... $25.73 $24.48 $25.51 $24.26 $17.36 $16.51
Number of units outstanding as of 12/31/93... 2,913,244 5,373,561 2,166,420 3,200,206 684,440 828,045
</TABLE>

<TABLE>
<CAPTION>
JANUARY 1, 1994 TO DECEMBER 31, 1994
---------------------------------------------------------------------
COMMON STOCK BOND MONEY MARKET
INVESTMENT DIVISIONS INVESTMENT DIVISIONS INVESTMENT DIVISIONS
--------------------- --------------------- ---------------------
SINGLE FLEXIBLE SINGLE FLEXIBLE SINGLE FLEXIBLE
PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM
POLICIES POLICIES POLICIES POLICIES POLICIES POLICIES
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Accumulation Unit value as of 1/1/94......... $25.73 $24.48 $25.51 $24.26 $17.36 $16.51
Accumulation Unit value as of 12/31/94....... $25.72 $24.34 $24.34 $23.03 $17.81 $16.85
Number of units outstanding as of 12/31/94... 2,852,828 5,351,888 1,851,148 2,989,443 489,793 691,078
</TABLE>

11
<PAGE> 15

<TABLE>
<CAPTION>
JANUARY 1, 1995 TO DECEMBER 31, 1995
---------------------------------------------------------------------
COMMON STOCK BOND MONEY MARKET
INVESTMENT DIVISIONS INVESTMENT DIVISIONS INVESTMENT DIVISIONS
--------------------- --------------------- ---------------------
SINGLE FLEXIBLE SINGLE FLEXIBLE SINGLE FLEXIBLE
PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM
POLICIES POLICIES POLICIES POLICIES POLICIES POLICIES
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Accumulation Unit value as of 1/1/95......... $25.72 $24.34 $24.34 $23.03 $17.81 $16.85
Accumulation Unit value as of 12/31/95....... $32.81 $30.90 $28.44 $26.78 $18.57 $17.48
Number of units outstanding as of 12/31/95... 2,674,820 5,051,929 1,570,132 2,773,811 443,723 637,190
JANUARY 1, 1996 TO DECEMBER 31, 1996
---------------------------------------------------------------------
COMMON STOCK BOND MONEY MARKET
INVESTMENT DIVISIONS INVESTMENT DIVISIONS INVESTMENT DIVISIONS
--------------------- --------------------- ---------------------
SINGLE FLEXIBLE SINGLE FLEXIBLE SINGLE FLEXIBLE
PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM
POLICIES POLICIES POLICIES POLICIES POLICIES POLICIES
--------- --------- --------- --------- --------- ---------
Accumulation Unit value as of 1/1/96......... $32.81 $30.90 $28.44 $26.78 $18.57 $17.48
Accumulation Unit value as of 12/31/96....... $40.34 $37.80 $28.66 $26.85 $19.26 $18.05
Number of units outstanding as of 12/31/96... 2,485,512 4,660,979 1,292,105 2,419,661 350,349 512,967
JANUARY 1, 1997 TO DECEMBER 31, 1997
---------------------------------------------------------------------
COMMON STOCK BOND MONEY MARKET
INVESTMENT DIVISIONS INVESTMENT DIVISIONS INVESTMENT DIVISIONS
--------------------- --------------------- ---------------------
SINGLE FLEXIBLE SINGLE FLEXIBLE SINGLE FLEXIBLE
PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM
POLICIES POLICIES POLICIES POLICIES POLICIES POLICIES
--------- --------- --------- --------- --------- ---------
Accumulation Unit value as of 1/1/97......... $40.34 $37.80 $28.66 $26.85 $19.26 $18.05
Accumulation Unit value as of 12/31/97....... $50.50 $47.08 $31.03 $28.93 $20.02 $18.66
Number of units outstanding as of 12/31/97... 2,249,437 4,165,714 1,089,905 2,006,615 265,537 405,438
JANUARY 1, 1998 TO DECEMBER 31, 1998
---------------------------------------------------------------------
COMMON STOCK BOND MONEY MARKET
INVESTMENT DIVISIONS INVESTMENT DIVISIONS INVESTMENT DIVISIONS
--------------------- --------------------- ---------------------
SINGLE FLEXIBLE SINGLE FLEXIBLE SINGLE FLEXIBLE
PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM
POLICIES POLICIES POLICIES POLICIES POLICIES POLICIES
--------- --------- --------- --------- --------- ---------
Accumulation Unit value as of 1/1/98.........
Accumulation Unit value as of 12/31/98.......
Number of units outstanding as of 12/31/98...
</TABLE>

NYLIAC MFA SEPARATE ACCOUNT II

12
<PAGE> 16

<TABLE>
<CAPTION>
JANUARY 1, 1991 TO DECEMBER 31, 1991
---------------------------------------------------------------------
COMMON STOCK BOND MONEY MARKET
INVESTMENT DIVISIONS INVESTMENT DIVISIONS INVESTMENT DIVISIONS
--------------------- --------------------- ---------------------
SINGLE FLEXIBLE SINGLE FLEXIBLE SINGLE FLEXIBLE
PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM
POLICIES POLICIES POLICIES POLICIES POLICIES POLICIES
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Accumulation Unit value as of 1/1/91......... $15.54 $15.01 $18.94 $18.25 $15.96 $15.41
Accumulation Unit value as of 12/31/91....... $20.61 $19.80 $21.77 $20.87 $16.70 $16.04
Number of units outstanding as of 12/31/91... 2,131,325 452,668 2,280,073 366,317 1,008,342 145,561
JANUARY 1, 1992 TO DECEMBER 31, 1992
---------------------------------------------------------------------
COMMON STOCK BOND MONEY MARKET
INVESTMENT DIVISIONS INVESTMENT DIVISIONS INVESTMENT DIVISIONS
--------------------- --------------------- ---------------------
SINGLE FLEXIBLE SINGLE FLEXIBLE SINGLE FLEXIBLE
PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM
POLICIES POLICIES POLICIES POLICIES POLICIES POLICIES
--------- --------- --------- --------- --------- ---------
Accumulation Unit value as of 1/1/92......... $20.61 $19.80 $21.77 $20.87 $16.70 $16.04
Accumulation Unit value as of 12/31/92....... $22.90 $21.90 $23.28 $22.20 $17.07 $16.32
Number of units outstanding as of 12/31/92... 2,819,763 450,395 2,833,731 361,717 1,051,672 116,833
JANUARY 1, 1993 TO DECEMBER 31, 1993
---------------------------------------------------------------------
COMMON STOCK BOND MONEY MARKET
INVESTMENT DIVISIONS INVESTMENT DIVISIONS INVESTMENT DIVISIONS
--------------------- --------------------- ---------------------
SINGLE FLEXIBLE SINGLE FLEXIBLE SINGLE FLEXIBLE
PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM
POLICIES POLICIES POLICIES POLICIES POLICIES POLICIES
--------- --------- --------- --------- --------- ---------
Accumulation Unit value as of 1/1/93......... $22.90 $21.90 $23.28 $22.20 $17.07 $16.32
Accumulation Unit value as of 12/31/93....... $25.73 $24.48 $25.60 $24.30 $17.36 $16.51
Number of units outstanding as of 12/31/93... 3,212,290 451,814 3,085,495 329,502 696,844 89,155
JANUARY 1, 1994 TO DECEMBER 31, 1994
---------------------------------------------------------------------
COMMON STOCK BOND MONEY MARKET
INVESTMENT DIVISIONS INVESTMENT DIVISIONS INVESTMENT DIVISIONS
--------------------- --------------------- ---------------------
SINGLE FLEXIBLE SINGLE FLEXIBLE SINGLE FLEXIBLE
PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM
POLICIES POLICIES POLICIES POLICIES POLICIES POLICIES
--------- --------- --------- --------- --------- ---------
Accumulation Unit value as of 1/1/94......... $25.73 $24.48 $25.60 $24.30 $17.36 $16.51
Accumulation Unit value as of 12/31/94....... $25.72 $24.34 $24.43 $23.07 $17.81 $16.85
Number of units outstanding as of 12/31/94... 3,185,075 443,527 2,533,048 302,955 603,513 76,118
JANUARY 1, 1995 TO DECEMBER 31, 1995
---------------------------------------------------------------------
COMMON STOCK BOND MONEY MARKET
INVESTMENT DIVISIONS INVESTMENT DIVISIONS INVESTMENT DIVISIONS
--------------------- --------------------- ---------------------
SINGLE FLEXIBLE SINGLE FLEXIBLE SINGLE FLEXIBLE
PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM
POLICIES POLICIES POLICIES POLICIES POLICIES POLICIES
--------- --------- --------- --------- --------- ---------
Accumulation Unit value as of 1/1/95......... $25.72 $24.34 $24.43 $23.07 $17.81 $16.85
Accumulation Unit value as of 12/31/95....... $32.81 $30.90 $28.54 $26.82 $18.57 $17.48
Number of units outstanding as of 12/31/95... 2,964,118 428,464 2,176,703 276,158 638,761 66,541
JANUARY 1, 1996 TO DECEMBER 31, 1996
---------------------------------------------------------------------
COMMON STOCK BOND MONEY MARKET
INVESTMENT DIVISIONS INVESTMENT DIVISIONS INVESTMENT DIVISIONS
--------------------- --------------------- ---------------------
SINGLE FLEXIBLE SINGLE FLEXIBLE SINGLE FLEXIBLE
PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM
POLICIES POLICIES POLICIES POLICIES POLICIES POLICIES
--------- --------- --------- --------- --------- ---------
Accumulation Unit value as of 1/1/96......... $32.81 $30.90 $28.54 $26.82 $18.57 $17.48
Accumulation Unit value as of 12/31/96....... $40.34 $37.80 $28.76 $26.89 $19.26 $18.05
Number of units outstanding as of 12/31/96... 2,844,305 395,139 1,809,261 237,839 392,968 52,058
JANUARY 1, 1997 TO DECEMBER 31, 1997
---------------------------------------------------------------------
COMMON STOCK BOND MONEY MARKET
INVESTMENT DIVISIONS INVESTMENT DIVISIONS INVESTMENT DIVISIONS
--------------------- --------------------- ---------------------
SINGLE FLEXIBLE SINGLE FLEXIBLE SINGLE FLEXIBLE
PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM
POLICIES POLICIES POLICIES POLICIES POLICIES POLICIES
--------- --------- --------- --------- --------- ---------
Accumulation Unit value as of 1/1/97......... $40.34 $37.80 $28.76 $26.89 $19.26 $18.05
Accumulation Unit value as of 12/31/97....... $50.50 $47.08 $31.15 $28.98 $20.02 $18.66
Number of units outstanding as of 12/31/97... 2,637,755 367,664 1,514,468 202,918 340,280 40,605
</TABLE>

13
<PAGE> 17

<S> <C> <C> <C> <C> <C> <C>
JANUARY 1, 1998 TO DECEMBER 31, 1998
---------------------------------------------------------------------
COMMON STOCK BOND MONEY MARKET
INVESTMENT DIVISIONS INVESTMENT DIVISIONS INVESTMENT DIVISIONS
--------------------- --------------------- ---------------------
SINGLE FLEXIBLE SINGLE FLEXIBLE SINGLE FLEXIBLE
PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM PREMIUM
POLICIES POLICIES POLICIES POLICIES POLICIES POLICIES
--------- --------- --------- --------- --------- ---------
Accumulation Unit value as of 1/1/98.........
Accumulation Unit value as of 12/31/98.......
Number of units outstanding as of 12/31/98...
</TABLE>

FINANCIAL STATEMENTS

The audited financial statements of NYLIAC (including the auditor's report)
for the fiscal years ended December 31, 1998, 1997 and 1996 and of the Separate
Accounts (including the auditor's report) for the years ended December 31, 1998
and 1997 are included in the Statement of Additional Information.

* * *

This prospectus describes only the variable aspects of the policies, except
where fixed aspects are specifically mentioned. See the policy itself for a
description of the fixed aspects.

14
<PAGE> 18

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION

AND THE SEPARATE ACCOUNTS

NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION

New York Life Insurance and Annuity Corporation ("NYLIAC") is a stock life
insurance company incorporated in Delaware in 1980. NYLIAC is licensed to sell
life, accident and health insurance and annuities in the District of Columbia
and all states. In addition to the policies we describe in this prospectus,
NYLIAC offers other life insurance policies and annuities.

NYLIAC is a wholly-owned subsidiary of New York Life Insurance Company
("New York Life"), a mutual life insurance company doing business in New York
since 1845. NYLIAC held assets of $ billion at the end of 1998. New York
Life has invested in NYLIAC, and will occasionally make additional contributions
to NYLIAC to the extent necessary to maintain capital and surplus in accordance
with state requirements.

Year 2000 Readiness--The computer systems we use to process all policy
transactions and valuations need to be modified to accommodate the changeover to
Year 2000. These modifications are necessary for us to be able to continue to
administer the policies in Year 2000 and later. As is the case with most systems
projects, risks and uncertainties exist, and a project could be delayed. We are,
however, working to make these systems modifications, and we expect that the
necessary changes will be completed on time and in a way that will not result in
disruption to our policy servicing operations.

THE SEPARATE ACCOUNTS

Each of the Separate Accounts was established in May 1983, pursuant to
resolutions of the NYLIAC Board of Directors. The Separate Accounts are
registered as unit investment trusts with the Securities and Exchange Commission
under the Investment Company Act of 1940. This registration does not signify
that the Securities and Exchange Commission supervises the management, or the
investment practices or policies, of the Separate Accounts.

Although the assets of each of the Separate Accounts belong to NYLIAC,
these assets are held separately from our other assets. Each Separate Account's
assets are not chargeable with liabilities incurred in any of NYLIAC's other
business operations (except to the extent that assets in the Separate Accounts
exceed the reserves and other liabilities of that Separate Account). The income,
capital gains and capital losses incurred on the assets of each Separate Account
is credited to or charged against the assets of that Separate Account, without
regard to the income, capital gains or capital losses arising out of any other
business NYLIAC may conduct. Therefore, the investment performance of the
Separate Accounts is entirely independent of both the investment performance of
the Fixed Account and any other separate account of NYLIAC.

Each of the Separate Accounts consists of three Investment Divisions for
flexible premium policies and three for single premium policies. In each case,
each Investment Division invests solely in the corresponding Eligible Portfolios
of the Fund. The Eligible Portfolios are the MainStay VP Growth Equity
Portfolio, the MainStay VP Bond Portfolio and the MainStay VP Cash Management
Portfolio.

THE PORTFOLIOS

The assets of each Eligible Portfolio are separate from the others and each
such Portfolio has different investment objectives and policies. As a result,
each Eligible Portfolio operates as a separate investment fund and the
investment performance of one Portfolio has no effect on the investment
performance of any other Portfolio.

WE OFFER NO ASSURANCE THAT ANY OF THE ELIGIBLE PORTFOLIOS WILL ATTAIN THEIR
RESPECTIVE STATED OBJECTIVES.

The Fund's shares are also available to certain separate accounts funding
variable life insurance policies offered by NYLIAC. This is called "mixed
funding". Although we do not anticipate any inherent difficulties arising from
mixed funding, it is theoretically possible that, due to differences in tax
treatment or other considerations, the interest of owners of various contracts
participating in the Fund might at some time be in conflict. The Board of
Directors of the Fund, the Fund's investment advisers, and NYLIAC are required
to monitor events to identify any material conflicts that arise from the use of
the Fund for mixed funding. For more information about the risks of mixed
funding, please refer to the Fund prospectus.

15
<PAGE> 19

The Eligible Portfolios, along with their investment advisers, are listed
in the following table:

<S> <C> <C>
FUND INVESTMENT ADVISERS ELIGIBLE PORTFOLIOS
MainStay VP Series MacKay-Shields Financial MainStay VP Cash
Fund, Inc. Corporation Management
MainStay VP Series Madison Square Advisors, MainStay VP Growth Equity;
Fund, Inc. Inc. MainStay VP Bond
</TABLE>

Please refer to the attached prospectus of the Fund for a complete
description of the Fund, the investment advisers, and the Portfolios. You should
read the Fund prospectus before any decision is made concerning the allocation
of purchase payments to an Investment Division corresponding to a particular
Eligible Portfolio.

ADDITIONS, DELETIONS OR SUBSTITUTIONS OF INVESTMENTS

NYLIAC retains the right, subject to any applicable law, to make additions
to, deletions from, or substitutions for, the Eligible Portfolio shares held by
any Investment Division. NYLIAC reserves the right to eliminate the shares of
any of the Eligible Portfolios and to substitute shares of another portfolio of
the Fund, or of another registered open-end management investment company. We
may do this if the shares of the Eligible Portfolios are no longer available for
investment, or, if we believe, investment in any Eligible Portfolio would become
inappropriate in view of the purposes of the Separate Accounts. To the extent
required by law, substitutions of shares attributable to your interest in an
Investment Division will not be made until you have been notified of the change.
This does not prevent the Separate Accounts from purchasing other securities for
other series or classes of policies, or from processing a conversion between
series or classes of policies on the basis of requests made by policy owners.

We may establish additional Investment Divisions for each of the Separate
Accounts. Each additional Investment Division will purchase shares in a new
portfolio of the Fund or in another mutual fund. We may establish new Investment
Divisions, in our sole discretion, due to marketing, tax, investment or other
conditions. We will make any new Investment Divisions available to existing
policy owners on a basis we determine. We may also eliminate one or more
Investment Divisions, if, in our sole discretion, marketing, tax, investment or
other conditions so warrant.

In the event of any substitution or change, NYLIAC may, by appropriate
endorsement, make such changes in the policies to reflect such substitution or
change. If deemed to be in the best interests of persons having voting rights,
the Separate Accounts may be operated as management companies under the
Investment Company Act of 1940, may be deregistered under such Act in the event
such registration is no longer required, or may be combined with one or more
other separate accounts.

REINVESTMENT

All dividends and capital gain distributions from Eligible Portfolios are
automatically reinvested in shares of the distributing Portfolio at their net
asset values on the payable date.

THE POLICIES

PURPOSE OF POLICIES

The policies are variable. This means that to the extent amounts under the
policies are allocated to the Investment Divisions, the policy's value will
fluctuate based on the performance of the Investment Divisions you select.
NYLIAC does not guarantee the performance of the Separate Accounts or of the
Fund, and you bear the entire investment risk with respect to amounts allocated
to the Investment Divisions. We provide no assurance that the investment
objectives of the Investment Divisions will be achieved. Accordingly, amounts
you allocate to the Investment Divisions are subject to the risks inherent in
the securities markets and, specifically, to price fluctuations of the shares of
the Fund.

We designed the policies described in this prospectus primarily to
establish retirement benefits for two types of purchasers.

16
<PAGE> 20

The first type of purchaser is one, other than those described below, who
purchases a policy to provide supplemental retirement income. Policies purchased
by these individuals are referred to as "Non-Qualified Policies."

The second type of purchaser is one who is eligible to participate in, and
purchases a policy for use with, any one of the following:

(1) pension, profit sharing, or annuity plans qualified under Sections
401 and 403(a) of the Internal Revenue Code (the Code):

(2) annuity purchase plans adopted by certain private tax-exempt
organizations and certain state-supported educational institutions
under certain circumstances under Section 403(b) of the Code;

(3) individual retirement annuities (IRAs) meeting the requirements of
Section 408(b) or 408(k) of the Code; or

(4) deferred compensation plans with respect to service for state and
local governments (and certain other entities) under Section 457 of
the Code.

We refer to policies purchased by these individuals for use with these
plans as "Qualified Policies." (See "Federal Tax Matters" at page .)

PURCHASE PAYMENTS

For single premium policies, you can make up to four additional purchase
payments in any Policy Year. Each additional purchase payment must be at least
$2,000.

For flexible premium policies, you can make purchase payments of at least
$40 each at any time by any method NYLIAC makes available. The currently
available methods of payment are direct payments to NYLIAC, pre-authorized
monthly deductions from bank checking accounts and employee payroll deductions.
Although you plan a schedule of purchase payments for Non-Qualified flexible
premium policies, you can make purchase payments at any time before the date
Income Payments are scheduled to begin and while the Annuitant and the policy
owner are living. You can increase or decrease your purchase payments at any
time as long as the total amount of purchase payments for any Policy Year
(excluding any amounts for riders) are not more than the greater of (a) twice
the purchase payments scheduled to be paid in the first Policy Year or (b)
$7,500. However, you may not schedule total purchase payments for the first
Policy Year that exceed $4,999.

For Qualified Policies, the purchase payments made in any Policy Year may
not be more than the amount permitted by the plan or by law for the plan as
indicated in the application for the policy. We reserve the right to limit the
dollar amount of any purchase payment.

If we do not receive purchase payments under a flexible premium policy for
a period of two Policy Years, and both (a) the total purchase payments made,
less any partial withdrawals and any surrender charges, and (b) the policy's
value, are less than $2,000, then we may, in our sole discretion, subject to any
applicable state insurance law or regulation, cancel the policy. If we terminate
your policy, we will pay you the policy's value in one lump sum. (See
"Cancellations" at page .)

TOTAL DISABILITY BENEFIT RIDER

If you applied for and have a Total Disability Benefit Rider included in,
and in force under, your flexible premium policy, we will credit a benefit
amount as a purchase payment for your policy when you provide proof to us that
the Annuitant has been totally disabled for at least 6 consecutive months. We
will not credit benefit amounts to the policy after Income Payments begin or, if
earlier, after the Policy Anniversary on which the Annuitant is age 65.
Currently, we are not offering this rider and the information here and in the
Statement of Additional Information relates only to existing riders.

TRANSFERS

You may transfer amounts between Investment Divisions of the same Separate
Account or to the Fixed Account, without charge at least 30 days before Income
Payments are scheduled to begin. The minimum

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<PAGE> 21

amount that may be transferred from one Investment Division to another
Investment Division, or to the Fixed Account, is the lesser of:

(i) $1,000 for single premium policies or $500 for flexible premium
policies or

(ii) the total value of the Accumulation Units in the Investment
Division.

The remaining Accumulation Units in the Investment Division must have a
value of at least $100. If the value of the remaining Accumulation Units in an
Investment Division would be less than $100 after you make a transfer, we will
transfer the entire value unless we determine otherwise. We reserve the right to
limit the number of transfers to no more than four in any one Policy Year.

Depending on state requirements, you may also make transfers from the Fixed
Account to the Investment Divisions in certain situations. (See "The Fixed
Account" at page .)

Transfer requests must be in writing on a form we provide. We will make
transfers from Investment Divisions based on the Accumulation Unit values at the
end of the Business Day on which we receive the transfer request. (See "Delay of
Payments" at page .)

ACCUMULATION PERIOD

(a) Crediting of purchase payments

You can allocate a portion of each purchase payment to one or more
Allocation Alternatives in whole number percentages, except in New York where
the Common Stock Investment Division is not available for Non-Qualified
Policies. The minimum amount that you may allocate to any one Allocation
Alternative is $1,000 for a single premium policy and $10 for a flexible premium
policy.

We credit that portion of each purchase payment you allocate to an
Investment Division to the policy in the form of Accumulation Units. We
determine the number of Accumulation Units credited to a policy by dividing the
amount allocated to each Investment Division by the Accumulation Unit value for
that Investment Division on the Business Day we receive the purchase payment.
The value of an Accumulation Unit will vary depending on the investment
experience of the Portfolio in which the Investment Division invests. The number
of Accumulation Units credited to a policy will not, however, change as a result
of any fluctuations in the value of an Accumulation Unit. (See "The Fixed
Account" at page for a description of interest credited thereto.)

(b) Valuation of Accumulation Units

We expect the value of Accumulation Units to increase or decrease from one
day to the next. The value of Accumulation Units in each Investment Division
will change daily to reflect the investment experience of the corresponding
Portfolio as well as the daily deduction of the separate account charges (and
any charges or credits for taxes). The Statement of Additional Information
contains a detailed description of how the Accumulation Units are valued.

POLICY OWNER INQUIRIES

Your inquiries should be addressed to the Service Center that services your
policy. (See page .)

CHARGES AND DEDUCTIONS

SURRENDER CHARGES

Since no deduction for a sales charge is made from purchase payments, we
impose a surrender charge on certain partial withdrawals and surrenders of the
policies. We measure the surrender charge as a percentage of the amount
withdrawn or surrendered. The surrender charge may apply to certain Income
Payment options.

If you surrender your policy, we deduct the surrender charge from the
amount paid to you. In the case of a partial withdrawal, we deduct surrender
charges from the remaining value of the Allocation Alternatives from which the
partial withdrawals are made. If the remaining value in an Allocation
Alternative is less than the necessary surrender charge, we deduct the remainder
of the charge from the amount withdrawn from that Allocation Alternative.

For single premium policies, we keep track of each purchase payment and
assess a charge based on the length of time such payment is in your policy
before it is withdrawn. You may make up to four additional

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<PAGE> 22

purchase payments each Policy Year on a single premium policy. The surrender
charge is 7% of the amount withdrawn or surrendered during the first Policy Year
that a purchase payment is in your policy. The surrender charge declines 1% for
each additional Policy Year that a purchase payment is in your policy, as shown
in the following chart:

<TABLE>
<CAPTION>
POLICY YEAR OF PURCHASE PAYMENT SURRENDER CHARGE
------------------------------- ----------------
<S> <C>
1........................................................... 7%
2........................................................... 6%
3........................................................... 5%
4........................................................... 4%
5........................................................... 3%
6........................................................... 2%
7........................................................... 1%
8 and later................................................. 0%
</TABLE>

Under a single premium policy, for purposes of calculating the surrender
charge, we treat withdrawals as coming from the oldest purchase payment first
(on a first-in, first-out basis).

For flexible premium policies, the surrender charge is 7% of the amount
withdrawn or surrendered during the first four Policy Years. The surrender
charge then declines 1% for each Policy Year until the tenth Policy Year so that
there is no charge after the tenth Policy Year, as shown in the following chart:

<TABLE>
<CAPTION>
POLICY YEAR SURRENDER CHARGE
----------- ----------------
<S> <C>
1-4......................................................... 7%
5......................................................... 6%
6......................................................... 5%
7......................................................... 4%
8......................................................... 3%
9......................................................... 2%
10......................................................... 1%
11 and later............................................... 0%
</TABLE>

EXCEPTIONS TO SURRENDER CHARGES

We will not assess a surrender charge:

(a) under a single premium policy, on amounts you withdraw in any one
Policy Year which do not exceed 10% of the policy's value at the beginning
of that Policy Year (the amount that may be withdrawn under this exception
may be limited by prior transfers from the Fixed Account to the Investment
Division) (See "The Fixed Account" at page );

(b) when you make a withdrawal or surrender of at least $2,000 and the
entire amount is applied under certain Income Payment options in the policy
(however, if within seven years after the Policy Date, in the case of
single premium policies, or ten years after the Policy Date, in the case of
flexible premium policies, any unpaid amount applied under such Income
Payment option is withdrawn, a surrender charge will be applied to the
amount withdrawn) (See "Income Payments" at page );

(d) when we pay proceeds upon the death of the policy owner or the
Annuitant; and

(e) if the aggregate surrender charges under a policy will exceed 8.5%
of the total purchase payments.

In addition, we will not assess a surrender charge to withdrawals from the Fixed
Account in situations described under "The Fixed Account" at page .

OTHER CHARGES

(a) Mortality and Expense Risk Charges

Prior to the date Income Payments are scheduled to begin, NYLIAC imposes
risk charges to compensate it for bearing certain mortality and expense risks
under the policies. This charge is equal, on an annual basis,

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<PAGE> 23

to 1.25% of the average daily net asset value of the applicable Separate Account
and is deducted daily. We guarantee that these charges will not increase. If
these charges are insufficient to cover actual costs and assumed risks, the loss
will fall on NYLIAC. If the charges are more than sufficient, we will add any
excess to our general funds.

The mortality risk assumed is the risk that Annuitants as a group will live
for a longer time than our actuarial tables predict. As a result, we would be
paying more Income Payments than we planned. We also assume a risk that the
mortality assumptions reflected in our guaranteed annuity payment tables, shown
in each policy, will differ from actual mortality experience. Lastly, we assume
a mortality risk that, at the time of death, the guaranteed minimum death
benefit will exceed the policy's Accumulation Value. The expense risk assumed is
the risk that the cost of issuing and administering the policies will exceed the
amount we charge for these services.

(b) Administration Fee

Prior to the date Income Payments are scheduled to begin for flexible
premium policies, we impose an administration fee to cover the cost of providing
policy administration services. This charge is equal, on an annual basis, to
.50% of the average daily net asset value of the applicable Separate Account.
This charge is intended to offset the additional administrative service expenses
of flexible premium policies, including: (i) processing changes in future
purchase payment allocations, (ii) providing purchase payment histories and the
appropriate unit valuations associated with those purchase payments and (iii)
providing policy owners with the more extensive annual notices and other notices
required for many flexible premium policies. Larger flexible premium policies
may bear a portion of the cost of administering smaller flexible premium
policies because the charge deducted for administrative expenses is a percentage
of net asset value.

For flexible premium policies, we deduct an annual policy service charge
each Policy Year on the Policy Anniversary if on that date the policy's value is
less than $10,000. This charge is the lesser of $30 or 1% of the policy's value
at the end of the Policy Year or on the date of surrender, whichever is
applicable. We deduct the annual policy service charge from each Allocation
Alternative in proportion to its percentage of the policy's value on the Policy
Anniversary. This charge covers the costs for providing services under the
policy such as collecting, processing and confirming purchase payments and
establishing and maintaining the available methods of payment.

(d) Fund Charges

The value of the assets of the Separate Accounts will indirectly reflect
the Fund's total fees and expenses. The Fund's total fees and expenses are not
part of the policy. They may vary in amount from year to year. These fees and
expenses are described in detail in the Fund's prospectus.

TAXES

NYLIAC may, where premium taxes are imposed by state law, deduct such taxes
from your policy either (i) when a purchase payment is received, (ii) when a
surrender or cancellation occurs, or (iii) when Income Payments begin.
Applicable premium tax rates depend upon such factors as your current state of
residency, and the insurance laws and NYLIAC's status in states where premium
taxes are incurred. Current premium tax rates range from 0% to 3.5%. Applicable
premium tax rates are subject to change by legislation, administrative
interpretations or judicial acts.

Under present laws, NYLIAC will also incur state and local taxes (in
addition to the premium taxes described above) in several states. At present,
these taxes are not significant. If they increase, however, NYLIAC may make
charges for such taxes.

NYLIAC does not expect to incur any federal income tax liability
attributable to investment income or capital gains retained as part of the
reserves under the policies. (See "Federal Tax Matters" at page .) Based upon
these expectations, no charge is being made currently for corporate federal
income taxes which may be attributable to the Separate Accounts. Such a charge
may be made in future years for any federal income taxes NYLIAC incurs.

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<PAGE> 24

DISTRIBUTIONS UNDER THE POLICY

SURRENDERS AND WITHDRAWALS

You can make partial withdrawals, periodic partial withdrawals, hardship
withdrawals or surrender the policy to receive part or all of the policy's
value, at any time before Income Payments begin and while the Annuitant is
living, by sending a written request to NYLIAC. The amount available for
withdrawal is the policy's value on the Business Day on which we receive the
surrender or withdrawal request (except in the case of periodic partial
withdrawals, for which the amount available for withdrawal is the policy's value
on the established periodic partial withdrawal request date) less any surrender
charges, any applicable policy fee and any premium taxes required by law to be
deducted. If you have not provided us with a written election not to withhold
federal income taxes at the time you make a withdrawal or surrender request,
NYLIAC must by law withhold such taxes from the taxable portion of any surrender
or withdrawal. We will remit that amount to the federal government. In addition,
some states have enacted legislation requiring withholding. We will pay all
surrenders or withdrawals within seven days of receipt of all documents
(including documents necessary to comply with federal and state tax law) in
connection with a withdrawal request or of the periodic partial withdrawal
request date, subject to postponement in certain circumstances. (See "Delay of
Payments" at page .)

Since you assume the investment risk with respect to amounts allocated to
the Separate Accounts and because certain surrenders or withdrawals are subject
to a surrender charge and premium tax deduction, the total amount paid upon
surrender of the policy (taking into account any prior withdrawals) may be more
or less than the total purchase payments made.

Surrenders and withdrawals may be taxable transactions, and the Internal
Revenue Code provides that a 10% penalty tax may be imposed on certain early
surrenders or withdrawals. (See "Federal Tax Matters--Taxation of Annuities in
General" at page .)

(a) Surrenders

We will deduct a surrender charge and any premium tax required by law, if
applicable, from the amount paid. We will pay the proceeds to you in a lump sum
unless you elect a different Income Payment method. (See "Income Payments" at
page .)

(b) Partial Withdrawals

The minimum amount that can be withdrawn is $100. The amount will be
withdrawn from the Allocation Alternatives in accordance with your request.

If a requested partial withdrawal is greater than the value in the
Allocation Alternative from which you make the withdrawal, we will pay the
entire value of that Allocation Alternative, less any surrender charge that may
apply. You must tell us how to allocate a partial withdrawal among the
Allocation Alternatives.

You may arrange for periodic partial withdrawals on a monthly, quarterly or
semi-annual basis. The surrender charge, 10% penalty tax and provisions
applicable to partial withdrawals apply to periodic partial withdrawals. (See
page .)

Our confirmation notice will indicate when a withdrawal has resulted in the
near or actual exhaustion of money in one or more of the Allocation
Alternatives. In that connection, when a periodic partial withdrawal amount
exceeds the amount remaining in one or more of the Allocation Alternatives and
there is no indication of an alternate Allocation Alternative, we will send out
a check for less than the scheduled amount and will cease future payments until
we receive new instructions designating new Allocation Alternatives from which
we can make the withdrawal.

(d) Hardship Withdrawals

Under certain Qualified Policies, the Plan Administrator may allow, in its
sole discretion, certain withdrawals it determines to be "hardship withdrawals."
The surrender charge, 10% penalty tax and provisions applicable to partial
withdrawals apply to hardship withdrawals. For single premium policies, the
surrender charge will only be applied to any amounts withdrawn in any Policy
Year which, when added to all

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<PAGE> 25

other withdrawals which were not subject to a surrender charge in that Policy
Year, exceed 10% of the policy's value.

CANCELLATIONS

If we do not receive any purchase payments under a flexible premium policy
for a period of two Policy Years, and both (a) the total purchase payments made,
less any partial withdrawals and any surrender charges, and (b) the policy's
value, are less than $2,000, we reserve the right to terminate your policy
subject to any applicable state insurance law or regulation.

Similarly, NYLIAC may, in its sole discretion, subject to any applicable
state insurance law or regulation, cancel single premium policies that have a
policy value of less than $2,000. We may pay the policy's value to you in one
lump sum.

We will notify you in the annual report of our intention to exercise these
rights on the 90th day following that Policy Anniversary, unless an additional
purchase payment is received before the end of that 90-day period. If such a
cancellation occurs, we will pay you the policy's value in one lump sum.

RETIREMENT DATE

The Retirement Date is the day that Income Payments are scheduled to begin
unless you surrender the policy or we pay an amount as proceeds to the
designated Beneficiary prior to that date. You specify the Retirement Date. You
may defer the Retirement Date to any Policy Anniversary before the Annuitant
will be age 75 or to a later date agreed to by NYLIAC, provided that we receive
written notice of the request at least one month before the last selected
Retirement Date. The Retirement Date and Income Payment method for Qualified
Policies may also be controlled by endorsements, the plan, or applicable law.

DEATH BEFORE RETIREMENT DATE

If the Annuitant (which, for Non-Qualified Policies, includes any named
Contingent Annuitant who is alive at the death of the Primary Annuitant before
the Retirement Date) dies prior to the Retirement Date, we will pay an amount as
proceeds to the designated Beneficiary, as of the date we receive proof of death
and all requirements necessary to make the payment. That amount will be the
greater of:

(a) the sum of all purchase payments, less any partial withdrawals and
surrender charges made before notification of death, and less premium
amounts for any riders; or

(b) the policy's value.

This formula guarantees that the amount paid will at least equal the sum of
all purchase payments (less any partial withdrawals and surrender charges on
such partial withdrawals and premium amounts for riders). The Beneficiary may
receive the amount payable in a lump sum or under one of the Income Payment
options.

If the policy owner of a policy issued after January 18, 1985 dies before
the Retirement Date, the policy will no longer be in force and we will pay as
proceeds to the Beneficiary an amount which is the greater of "(a)" or "(b)" as
they are described above. Payment will be made in a lump sum to the Beneficiary
unless the policy owner has elected or the Beneficiary elects otherwise in a
signed written notice which gives us the information that we need. If such an
election is properly made, all or part of these proceeds will be:

(i) applied under options 1A or 1B. (See "Income Payments" below.)
However, we will pay any unpaid amount remaining under options 1A or 1B at
the end of the five-year period following the policy owner's death in one
lump sum to the Beneficiary; or

(ii) used to purchase an immediate annuity for the Beneficiary who
will be the policy owner and Annuitant. Payments under the annuity or under
any other method of payment we make available must be for the life of the
Beneficiary, or for a number of years that is not more than the life
expectancy of the Beneficiary at the time of the policy owner's death (as
determined for federal tax purposes), and must begin within one year after
the policy owner's death.

We determine the value of the proceeds at the end of the Business Day
during which death occurs.

For policies issued after January 18, 1985, if (a) the policy owner and the
Annuitant are not the same person and the policy owner's spouse is the
Beneficiary, or (b) the policy owner and the Annuitant are the same individual
and the policy owner's spouse is the Beneficiary and the Contingent Annuitant,
we will pay the proceeds to the surviving spouse if the policy owner dies before
the Retirement Date or the surviving

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<PAGE> 26

spouse can continue the policy as the new policy owner. Generally, we will not
issue a policy to joint owners. However, if NYLIAC makes an exception and issues
a jointly owned policy, ownership rights and privileges under the policy must be
exercised jointly and we will pay benefits under the policy upon the death of
any joint owner. (See "Federal Tax Matters--Taxation of Annuities in General" at
page .)

If the Annuitant and Joint Annuitant, if any, die after the Retirement
Date, NYLIAC will pay the sum required by the Income Payment option in effect.

We will make any distribution or application of policy proceeds within 7
days after NYLIAC receives all documents (including documents necessary to
comply with federal and state tax law) in connection with the event or election
that causes the distribution to take place, subject to postponement in certain
circumstances. (See "Delay of Payments" at page .)

INCOME PAYMENTS

(a) Election of Income Payment Options

You may select Income Payments that are either variable, fixed or a
combination of both. At any time before the Retirement Date, you may change the
Income Payment option or request any other method of payment we agree to. If an
Income Payment option is chosen which depends on the continuation of the life of
the Annuitant or of a Joint Annuitant, we may require proof of birth date before
Income Payments begin. For Income Payment options involving life income, the
actual age of the Annuitant or of a Joint Annuitant will affect the amount of
each payment. Since payments to older annuitants are expected to be fewer in
number, the amount of each annuity payment should be greater.

In the event that an Income Payment option is not selected, we will make
monthly Income Payments which will go on for as long as the Annuitant lives (10
years guaranteed even if the Annuitant dies sooner) in accordance with Income
Payment option 3A and the "Annuity Benefit" section of the policy.

Under Income Payment options involving life income, the payee may not
receive Income Payments equal to the total purchase payments if the Annuitant
dies before the actuarially predicted date of death.

For Income Payment options not involving life contingencies (options 1A,
1B, 2A, 2A-V or 2B below), NYLIAC bears no mortality risk notwithstanding the
mortality risk charge collected by NYLIAC. (See "Other Charges" at page .)

(b) Fixed Income Payments

You (or the Beneficiary upon your death or the death of the Annuitant prior
to the Retirement Date) may choose to have Income Payments made under any of the
Fixed Income Payment options described below:

1A. Interest Accumulation. NYLIAC credits interest (at least 3 1/2%
per year) on the money remaining under this Income Payment option. You can
withdraw this amount at any time in sums of $100 or more. We pay interest
to the date of withdrawal on sums withdrawn.

1B. Interest Payment. NYLIAC pays interest once each month (at an
effective rate of at least 3% per year), every 3 months or 6 months, or
once each year, as chosen, based on the money remaining under this Income
Payment option.

2A. Income for Elected Period. NYLIAC makes monthly Income Payments
for the number of years elected. When asked, NYLIAC will state in writing
what each Income Payment would be, if made every 3 months or 6 months, or
once each year.

2B. Income of Elected Amount. NYLIAC makes Income Payments of the
elected amount monthly, every 3 months or 6 months, or once each year, as
chosen, until all proceeds and interest have been paid. The total Income
Payments made each year must be at least 5% of the proceeds placed under
this Income Payment option. Each year NYLIAC credits interest of at least 3
1/2% on the money remaining under the Income Payment option.

3A. Life Income-Guaranteed Period. NYLIAC makes an Income Payment each
month during the lifetime of the payee. Income Payments do not change, and
are guaranteed for 5, 10, 15, or 20 years, as chosen, even if the payee
dies sooner.

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<PAGE> 27

3B. Life Income-Guaranteed Total Amount. NYLIAC makes an Income
Payment each month during the lifetime of the payee. Income Payments do not
change, and are guaranteed until the total amount paid equals the amount
placed under this Income Payment option, even if the payee dies sooner.

3C. Life Income-Joint and Survivor. NYLIAC makes an Income Payment
each month while one or both of the two payees are living. Income Payments
do not change, and are guaranteed for 10 years, even if both payees die
sooner.

You (or the Beneficiary upon your death or the death of the Annuitant prior
to the Retirement Date) may also elect to have a portion or all of your policy's
value used to provide Income Payments under one of the Variable Income Payment
options described below:

2A-V. Income for Elected Period. NYLIAC makes monthly Income Payments
for the number of years elected. You may withdraw the current value of any
remaining Income Payments in whole or in part at any time before the
expiration of the number of years elected.

3A-V. Life Income-Guaranteed Period. NYLIAC will make an Income
Payment each month during the lifetime of the payee. NYLIAC will make
Income Payments for a guaranteed period of 5, 10, 15, or 20 years, as
elected, even if the payee dies sooner.

3C-V. Life Income-Joint and Survivor. NYLIAC will make an Income
Payment each month during the joint lifetime of two payees, and continuing
for the remaining lifetime of the survivor. NYLIAC will make Income
Payments for a guaranteed period of 10 years, even if both payees die
sooner.

(d) Value of Variable Income Payments

The value of Variable Income Payments will reflect the investment
experience of the Common Stock Investment Division. You tell us the amount of
the policy's value to apply to provide Variable Income Payments. We will
purchase Annuity Units in the Common Stock Investment Division. The amount of
Variable Income Payments will increase or decrease according to the value of the
Annuity Units which reflects the investment experience of that Common Stock
Investment Division. The annuity tables in the policy, which are used to
calculate the value of Variable Income Payments, are based on an "assumed
investment result" of 4% (3 1/2% if the policy is issued for delivery in Florida
or Texas). If the actual net investment experience exactly equals the "assumed
investment result," then the Variable Income Payments will remain the same
(equal to the first Income Payment). However, if actual investment experience
exceeds the "assumed investment result," then the Income Payments will increase.
Conversely, if actual experience is worse, the Income Payments will decrease.

If a higher "assumed investment result" were used, the first Income Payment
would be larger, but subsequent payments would increase more slowly or decrease
more quickly.

The value of all payments (both fixed and variable) will be greater for
shorter guaranteed periods than for longer guaranteed periods, and greater for
life annuities than for joint and survivor annuities, because the payments are
expected to be made for a shorter period.

We describe the method of computation of Variable Income Payments in more
detail in the Statement of Additional Information.

(e) Other Methods of Payment

If NYLIAC agrees, you (or the Beneficiary upon your death or the death of
the Annuitant prior to the Retirement Date) may choose to have Income Payments
made under some other method of payment.

A payee receiving payments under Income Payment options 1A, 1B, 2A, 2A-V or
2B may later elect (with NYLIAC's permission) to have any unpaid amount placed
under another method of payment.

If a payee dies on or after the Retirement Date, we will pay any unpaid
policy proceeds under the method of payment being used as of the date of the
payee's death. (For certain restrictions on methods of payment, see "Federal Tax
Matters" at page .)

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<PAGE> 28

(f) Legal Developments Regarding Income Payments

Income Payment options involving life income are based on annuity tables
that provide the same benefit payments to men and women of the same age. In some
states, however, the use of such tables is restricted to policies affected by
the 1983 Supreme Court decision in Arizona Governing Committee v. Norris. In
those states, Income Payment options involving life income will be based on
annuity tables that provide different benefit payments to men and women of the
same age, unless NYLIAC is requested to endorse the policy to use unisex
actuarial tables in order to comply with the intent of the Norris decision. If a
Policy is to be used in connection with an employment-related retirement or
benefit plan, you should consider, in consultation with legal counsel, whether
the policy should be endorsed to use unisex actuarial tables.

In addition, legislation was introduced in Congress which, had it been
enacted, would have required the use of tables that do not vary on the basis of
sex for some or all annuities. Currently, several states have enacted such laws.

(g) Proof of Survivorship

We may require satisfactory proof of survival, from time to time, before we
pay any Income Payments or other benefits. We will request the proof at least 30
days prior to the next scheduled benefit payment date.

DELAY OF PAYMENTS

We will pay any amounts due from the Separate Accounts under the policy
within seven days of the date we receive all documents (including documents
necessary to comply with federal and state tax law) in connection with a request
unless:

1. The New York Stock Exchange ("NYSE") is closed for other than usual
weekends or holidays, or trading on the NYSE is otherwise restricted;

2. An emergency exists as defined by the Securities and Exchange
Commission; or

3. The Securities and Exchange Commission permits a delay for the
protection of security holders.

For the same reasons, we may delay transfers from the Separate Accounts to
the Fixed Account may be delayed.

DESIGNATION OF BENEFICIARY

Before the date Income Payments are scheduled to begin and while the
Annuitant is living, you may change the Beneficiary by written notice to NYLIAC.
You may name one or more Beneficiaries. If prior to the date Income Payments are
scheduled to begin, (a) the Annuitant dies before you and (b) no Beneficiary for
the proceeds or for a stated share of the proceeds survives, the right to the
proceeds or shares of the proceeds passes to you. If you are the Annuitant, the
proceeds pass to your estate.

However, if the policy owner who is not the Annuitant dies before Income
Payments begin, and no Beneficiary for the proceeds or for a stated share of the
proceeds survives, the right to the proceeds or shares of the proceeds pass to
the policy owner's estate.

RESTRICTIONS UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM

Section 36.105 of the Texas Educational Code permits participants in the
Texas Optional Retirement Program (ORP) to withdraw or surrender their interest
in a variable annuity contract issued under the ORP only upon:

(1) termination of employment in the Texas public institutions of higher
education,

(2) retirement, or

(3) death.

Accordingly, we will require a participant in the ORP (or the participant's
estate if the participant has died) to obtain a certificate of termination from
the employer before the policy is surrendered.

RESTRICTIONS UNDER INTERNAL REVENUE CODE SECTION 403(B)(11)

An employee may not begin distributions attributable to salary reduction
contributions, including the earnings on these contributions, made in years
beginning after December 31, 1988. An employee also may

25
<PAGE> 29

not begin distributions attributable to earnings in such years on salary
reduction accumulations held as of the end of the last year beginning before
January 1, 1989. Distributions may not begin before the employee attains age
59 1/2, separates from service, dies or becomes disabled. The plan may also
provide for distribution in the case of hardship. However, hardship
distributions are limited to amounts contributed by salary reduction. The
earnings on such amounts may not be withdrawn. Even though a distribution may be
permitted under these rules (e.g. for hardship or after separation from
service), it may still be subject to a 10% additional income tax as a premature
distribution. To the extent that these limitations on distributions conflict
with the redeemability provisions of the Investment Company Act of 1940, NYLIAC
relies upon the November 28, 1988 SEC "No-Action" letter for exemptive relief.

Under the terms of your plan you may have the option to invest in other
403(b) funding vehicles, including 403(b)(7) custodial accounts. You should
consult your plan document to make this determination.

THE FIXED ACCOUNT

The Fixed Account includes all of NYLIAC's assets except those assets
allocated to separate accounts. NYLIAC has sole discretion to invest the assets
of the Fixed Account subject to applicable law. The Fixed Account is not
registered under the federal securities laws and is generally not subject to
their provisions. Furthermore, the staff of the Securities and Exchange
Commission has not reviewed the disclosures in this prospectus relating to the
Fixed Account.

(a) Interest Crediting

NYLIAC guarantees that it will credit interest at an effective rate of at
least 4% to purchase payments or portions of purchase payments allocated or
transferred to the Fixed Account. NYLIAC may, AT ITS SOLE DISCRETION, credit a
higher rate of interest to the Fixed Account, or to amounts allocated or
transferred to the Fixed Account.

(b) Surrender Charges

We may apply surrender charges to withdrawals from the Fixed Account. (See
"Surrender Charges" at page .) In addition to the "Exceptions to Surrender
Charges" described at page , subject to any applicable state insurance law or
regulation, we will not impose a surrender charge on any amount withdrawn from
the Fixed Account if (a) on any Policy Anniversary the interest rate set for
that amount falls more than three percentage points below the rate which was set
for the immediately preceding Policy Year, and (b) you withdraw part or all of
that amount allocated to the Fixed Account within 60 days after that Policy
Anniversary. (For single premium policies, we make this determination
independently for each additional purchase payment or portion of each additional
purchase payment transferred to the Fixed Account on the anniversary of each
such purchase payment; for flexible premium policies, we reserve the right to
set a separate yearly interest rate and period for which this rate is guaranteed
for amounts transferred to the Fixed Account.)

Depending on state filing and review processes, we may transfer amounts
from the Fixed Account to the Investment Divisions up to 30 days prior to the
date Income Payments are scheduled to begin, subject to the following
conditions.

1. You may transfer an amount from the Fixed Account to the Investment
Divisions if, on any Policy Anniversary, the interest rate set for that
amount falls more than three percentage points below the rate which was set
for the immediately preceding Policy Year, and you make a transfer request
within 60 days after that Policy Anniversary. There is no minimum transfer
requirements under this condition.

2. For single premium policies, during the first seven Policy Years
following the purchase payment to which an amount to be transferred is
attributed, you may transfer up to 10% of the policy's value at the
beginning of the Policy Year Divisions. However, the amount you transfer
will reduce, by an equivalent amount, the total amount that you may
withdraw during that Policy Year from the policy's value under the first
exception to the imposition of surrender charges described under
"Exceptions to Surrender Charges" at page . In addition, any amount you
withdraw during a Policy Year under that first exception to the imposition
of a surrender charge will limit subsequent amounts that you may transfer
from the Fixed Account under this condition.

26
<PAGE> 30

3. For flexible premium policies, except as stated in (c)1 above, we
do not permit transfers from the Fixed Account during the first ten Policy
Years.

4. We permit transfers of at least the minimum amount after the first
seven Policy Years following the purchase payment to which an amount to be
transferred is attributed (for single premium policies) or after the first
ten Policy Years (for flexible premium policies). The minimum amount that
you may transfer from the Fixed Account to the Investment Divisions is the
lesser of (i) $1,000 for single premium policies or $500 for flexible
premium policies or (ii) the value of the Fixed Account attributed to that
purchase payment for single premium policies or the total value of the
Fixed Account for flexible premium policies. Additionally, for flexible
premium policies, the remaining value in the Fixed Account must be at least
$100. If, after a transfer, the remaining value in the Fixed Account would
be less than $100, we may include that amount in the transfer.

For both single and flexible premium policies, we reserve the right to
limit the total number of transfers to no more than four in any one Policy Year.
We also reserve the right to limit the dollar amount of any transfers. (See
"Transfers" at page .)

You must make transfer requests in writing on a form NYLIAC provides.

(d) General Matters

We may delay payments of any amount due from the Fixed Account. See the
policy itself for details and a description of the Fixed Account.

FEDERAL TAX MATTERS

INTRODUCTION

The Qualified Policies were designed for use by individuals in retirement
plans which are intended to qualify for special income tax treatment under
Sections 219, 401, 403, 408 or 457 of the Internal Revenue Code of 1986 (the
"Code"). The ultimate effect of federal income taxes on the policy's value, on
Income Payments and on the economic benefit to you, the Annuitant or the
Beneficiary depends on the type of retirement plan for which the Qualified
Policy is purchased. It also depends on the tax and employment status of the
individual concerned and on NYLIAC's tax status. The following discussion
assumes that Qualified Policies are used in retirement plans that qualify for
the special federal income tax treatment described above. 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 policy.
Any person concerned about these tax implications should consult a competent tax
adviser before making a purchase payment. This discussion is based upon our
understanding of the present federal income tax laws as they are currently
interpreted by the Internal Revenue 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 Internal Revenue Service. Moreover, this
discussion does not take into consideration any applicable state or other tax
laws except with respect to the imposition of any state premium taxes.

TAXATION OF ANNUITIES IN GENERAL

The following discussion assumes that the policies will qualify as annuity
contracts for federal income tax purposes. The Statement of Additional
Information discusses such qualifications.

Section 72 of the Code governs taxation of annuities in general. NYLIAC
believes that a policy owner generally is not taxed on increases in the value of
a policy until distribution occurs either in the form of a lump sum received by
withdrawing all or part of the policy's value (i.e., "withdrawals") or as Income
Payments under the Income Payment option elected. The exception to this rule is
that, generally, a policy owner who is not a natural person must include in
income any increase in the excess of the policy's value over the policy owner's
investment in the contract during the taxable year with respect to purchase
payments made after February 28, 1986. However, there are some exceptions to
this exception. You may wish to discuss these with your tax counsel. The taxable
portion of a distribution (in the form of an annuity or lump sum payment) is
generally taxed as ordinary income. For this purpose, the assignment, pledge, or
agreement to assign or pledge any portion of the policy's value generally will
be treated as a distribution.

In the case of a withdrawal or surrender distributed to a participant or
Beneficiary under a Qualified Policy (other than a Qualified Policy used in a
retirement plan that qualifies for special federal income tax treatment

27
<PAGE> 31

under Section 457 of the Code as to which there are special rules), a ratable
portion of the amount received is taxable, generally based on the ratio of the
investment in the contract to the total policy value. The "investment in the
contract" generally equals the portion, if any, of any purchase payments paid by
or on behalf of an individual under a policy which is not excluded from the
individual's gross income. For policies 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 law requires the use of
special simplified methods to determine the taxable amount of payments that are
based in whole or in part on the Annuitant's life and that are paid from
qualified retirement plans under Section 401(a) and from qualified annuities and
Tax Sheltered Annuities under Sections 403(a) and 403(b).

Withdrawal and annuity payments generally are subject to federal income tax
withholding. However, recipients generally may elect not to have tax withheld
from distributions, except that withholding is mandatory with respect to certain
distributions from section 401(a), 403(a) and 403(b) plans.

Generally, in the case of a withdrawal under a Non-Qualified Policy before
Income Payments begin, amounts received are first treated as taxable income to
the extent that the policy's value immediately before the withdrawal exceeds the
"investment in the contract" at that time. Any additional amount withdrawn is
not taxable.

Although the tax consequences may vary depending on the Income Payment
option elected under the policy, in general, only the portion of the Income
Payment that represents the amount by which the policy's value exceeds the
"investment in the contract" will be taxed. After the investment in the policy
is recovered, the full amount of any additional Income Payments is taxable. For
Variable Income Payments, in general the taxable portion (prior to recovery of
the investment in the contract) 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 value of the
Income Payments for the term of the payments. However, the remainder of each
Income Payment is taxable until the recovery of the investment in the contract.
Thereafter, the full amount of each annuity payment is taxable. If death occurs
before full recovery of the investment in the contract, the unrecovered amount
may be deducted on the Annuitant's final tax return.

In the case of a distribution pursuant to a Qualified or Non-Qualified
Policy, there may be imposed a penalty tax equal to 10% of the amount treated as
taxable income. The penalty tax is not imposed in certain circumstances,
including, generally, distributions: (1) made on or after the date on which the
taxpayer is actual age 59 1/2, (2) made as a result of the policy owner's death
or disability, or (3) received in substantially equal installments as a life
annuity.

All non-qualified, deferred annuity contracts issued by NYLIAC (or its
affiliates) after October 21, 1988 to the same policy owner during any calendar
year are to be treated as one annuity contract for purposes of determining the
amount includible in an individual's gross income. In addition, there may be
other situations in which the Treasury Department may conclude (under its
authority to issue regulations) that it would be appropriate to aggregate two or
more annuity contracts purchased by the same policy owner. Accordingly, a policy
owner should consult a competent tax advisor before purchasing more than one
policy or other annuity contract.

A transfer of ownership of a policy, or designation of an annuitant or
other beneficiary who is not also the policy owner, may result in certain income
or gift tax consequences to the policy owner that are beyond the scope of this
discussion. A policy owner contemplating any transfer or assignment of a policy
should contact a competent tax adviser with respect to the potential tax effects
of such a transaction.

QUALIFIED PLANS

The Qualified Policy is designed for use with several types of qualified
plans. The tax rules applicable to participants and Beneficiaries in such
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 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, this discussion only
provides general information about use of the policies with the various types of
qualified plans. Policy owners

28
<PAGE> 32

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 policy issued in connection
therewith. Policy owners under qualified plans should seek competent legal and
tax advice regarding their particular circumstances.

(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 or "SEP" plan.
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 Annuities 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
policies to provide benefits under the plans.

(d) 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, political subdivisions, agencies,
instrumentalities and certain affiliates of such entities and tax exempt
organizations which enjoy special treatment. The policies 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. Such investments
are generally owned by, and are subject to, the claims of the general
creditors of the sponsoring employer, except that Section 457 plans of
state and local governments must be held and used for the exclusive benefit
of participants and beneficiaries in a trust or annuity contract.

DISTRIBUTOR OF THE POLICIES

NYLIFE Distributors Inc. ("NYLIFE Distributors"), 51 Madison Avenue, New
York, New York 10010, is the principal underwriter and the distributor of the
policies. It is an indirect wholly-owned subsidiary of New York Life. The
maximum commission paid to registered representatives of broker-dealers who have
entered into dealer agreements with NYLIFE Distributors is 3 1/2% of purchase
payments or such other special arrangements, which may provide for the payment
of higher commissions to a broker-dealer in connection with sales of the
policies. Purchasers of policies will be informed prior to purchase of any
applicable special arrangement.

VOTING RIGHTS

The Fund is not required and typically does not hold routine annual
stockholder meetings. Special stockholder meetings will be called when
necessary. Not holding routine annual meetings will result in policy owners
having a lesser role in governing the business of the Fund.

To the extent required by law, the Eligible Portfolio shares held in the
Separate Accounts will be voted by NYLIAC at special shareholder meetings of the
Fund in accordance with instructions we receive from persons having voting
interests in the corresponding Investment Division. If, however, the federal
securities laws is amended, or if its present interpretation should change, and
as a result, NYLIAC determines that it is allowed to vote the Eligible Portfolio
shares in its own right, we may elect to do so.

The number of votes which are available to you will be calculated
separately for each Investment Division. That number will be determined by
applying your percentage interest, if any, in a particular Investment Division
to the total number of votes attributable to the Investment Division.

Prior to the date Income Payments are scheduled to begin, you hold a voting
interest in each Investment Division to which you have money allocated. The
number of votes which are available to you will be determined by dividing the
policy's value attributable to an Investment Division by the net asset value per
share of the applicable Eligible Portfolios.

29
<PAGE> 33

After the date Income Payments are scheduled to begin, the person receiving
Variable Income Payments has the voting interest. The number of votes will be
determined by dividing the reserve for such policy allocated to a Common Stock
Investment Division by the net asset value per share of the Growth Equity
Portfolio. The votes attributable to a policy decrease as the reserves allocated
to a Common Stock Investment Division decrease. In determining the number of
votes, fractional shares will be recognized.

The number of votes of the Eligible Portfolio which are available will be
determined as of the date established by the Fund. Voting instructions will be
solicited by written communication prior to such meeting in accordance with
procedures established by the Fund.

If we do not receive timely instructions, we will vote those shares in
proportion to the voting instructions which are received with respect to all
policies participating in that Investment Division. Voting instructions to
abstain on any item to be voted upon will be applied on a pro rata basis to
reduce the votes eligible to be cast. Each person having a voting interest in an
Investment Division will receive proxy material, reports and other materials
relating to the appropriate Eligible Portfolio.

STATEMENT OF ADDITIONAL INFORMATION

A Statement of Additional Information ("SAI") is available which contains
more details concerning the subjects discussed in this prospectus. The following
is the Table of Contents for the SAI:

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
THE POLICIES................................................ 2
INVESTMENT PERFORMANCE CALCULATIONS......................... 4
MAINSTAY VP SERIES FUND, INC. .............................. 6
GENERAL MATTERS............................................. 6
FEDERAL TAX MATTERS......................................... 7
DISTRIBUTOR OF THE POLICIES................................. 8
SAFEKEEPING OF SEPARATE ACCOUNT ASSETS...................... 8
STATE REGULATION............................................ 8
RECORDS AND REPORTS......................................... 8
LEGAL PROCEEDINGS........................................... 8
INDEPENDENT ACCOUNTANTS..................................... 9
OTHER INFORMATION........................................... 9
FINANCIAL STATEMENTS........................................ F-1
</TABLE>

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

To obtain a Facilitator SAI, please call or send in this request form to the
Service Center that services your policy.

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

Name

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

Address

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

City State Zip

30
<PAGE> 34

NYLIAC MFA SEPARATE ACCOUNT I

NYLIAC MFA SEPARATE ACCOUNT II
STATEMENT OF ADDITIONAL INFORMATION
FOR THE

FACILITATOR(R)*
MULTI-FUNDED RETIREMENT ANNUITY POLICIES
OFFERED BY
NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
(A DELAWARE CORPORATION)

MAY 1, 1999

This Statement of Additional Information ("SAI") is not a prospectus. This
SAI contains information that expands upon subjects discussed in the current
Facilitator prospectus. You should read the SAI in conjunction with the current
Facilitator prospectus, dated May 1, 1999. You may obtain a copy of the
prospectus by calling or writing NYLIAC at the Service Center that services your
policy (see page of the prospectus.) Terms used but not defined in the SAI
have the same meaning as in the current Facilitator prospectus.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
THE POLICIES................................................ 2
Total Disability Benefit Rider......................... 2
Valuation of Accumulation Units........................ 2
Computation of Variable Income Payments................ 3
Contingent Annuitant................................... 3
INVESTMENT PERFORMANCE CALCULATIONS......................... 4
Money Market Investment Division....................... 4
Bond Investment Division Yields........................ 4
Bond and Common Stock Standard Total Return
Calculations.......................................... 5
Other Performance Data................................. 5
MAINSTAY VP SERIES FUND, INC. .............................. 6
GENERAL MATTERS............................................. 6
FEDERAL TAX MATTERS......................................... 7
Taxation of New York Life Insurance and Annuity
Corporation........................................... 7
Tax Status of the Policies............................. 7
DISTRIBUTOR OF THE POLICIES................................. 8
SAFEKEEPING OF SEPARATE ACCOUNT ASSETS...................... 8
STATE REGULATION............................................ 8
RECORDS AND REPORTS......................................... 8
LEGAL PROCEEDINGS........................................... 8
INDEPENDENT ACCOUNTANTS..................................... 9
OTHER INFORMATION........................................... 9
FINANCIAL STATEMENTS........................................ F-1
</TABLE>

* Facilitator(R) is NYLIAC's registered service mark for the policies and is not
meant to connote performance.

<PAGE> 35

THE POLICIES

The following provides additional information about the policies, to
supplement the description in the prospectus.

TOTAL DISABILITY BENEFIT RIDER

As described in the prospectus, the Total Disability Benefit Rider credits
benefit amounts as purchase payments if the Annuitant is totally disabled for at
least six consecutive months. No benefit amounts will be credited to the policy
after Income Payments begin or, if earlier, the Policy Anniversary on which the
Annuitant is age 65. The Annuitant is considered to be totally disabled if he or
she is unable to perform his or her own occupation. The total disability must be
caused by an injury or sickness that first occurs after the rider was issued.
However, after total disability has lasted for two years, the Annuitant will be
deemed to be totally disabled only if he or she is unable to perform any
occupation for which he or she is reasonably suited based on education, training
and work experience. NYLIAC will not credit any benefit amounts in connection
with the following disabilities: (i) those that start prior to the Annuitant's
fifth birthday; (ii) those that are caused by an intentionally self-inflicted
injury; or (iii) those that are caused by act of war.

The benefit amount for each month during a period of total disability will
be determined as follows:

(a) if total disability began 60 or more months after the rider is issued,
the amount is one-sixtieth of the basic plan premiums (purchase payments less
premium amounts paid for riders) paid or credited within the 60 months before
the disability began;

(b) if total disability starts more than 12 but within 60 months after the
rider is issued, the amount is the total of the basis plan premiums paid or
credited while the rider was in effect divided by the number of full and partial
months that the rider was in effect;

(c) if total disability began within 12 months after the rider was issued,
the amount will be the smaller of the total scheduled basic plan premiums for
the first Policy Year divided by 12 or the total basic plan premiums paid while
the rider was in effect divided by the number of full and partial months that
the rider was in effect.

However, for a flexible premium Non-Qualified Policy, the benefit amount
will never be more than $1,250 in any policy month. For a flexible premium
Qualified Policy, the benefit amount will never be more than the greater of
$2,500 in any policy month or the pro rata monthly amount permitted by law for
the applicable tax qualified plan. (See "Federal Tax Matters--Qualified Plans"
at page of the prospectus.)

For Non-Qualified Policies, only total disabilities of the Annuitant are
covered. Previously, if the Contingent Annuitant became the Annuitant, the
policy owner could apply to NYLIAC to have a new rider included in the policy to
cover the Contingent Annuitant. New sales of the Total Disability Benefit Rider
have been discontinued.

VALUATION OF ACCUMULATION UNITS

Accumulation Units are valued separately for each Investment Division of
each Separate Account. The method used for valuing Accumulation Units in each
Investment Division is the same. The value of each Accumulation Unit was
arbitrarily set as of the date operations began for the Investment Division.
Thereafter, the value of an Accumulation Unit of an Investment Division for any
Business Day equals the value of an Accumulation Unit in that Investment
Division as of the immediately preceding Business Day multiplied by the "Net
Investment Factor" for that Investment Division for the current Business Day.

We determine the Net Investment Factor for each Investment Division for any
period from the close of the preceding Business Day to the close of the current
Business Day ("Valuation Period") is determined by the following formula:

(a/b) - c

Where:(a) = the result of:

(1) the net asset value per share of the Eligible Portfolio
shares held in the Investment Division determined at the end
of the current Valuation Period, plus

(2) the per share amount of any dividend or capital gain
distribution made by the Eligible Portfolio for shares held
in the Investment Division if the "ex-dividend" date occurs

2
<PAGE> 36

during the current Valuation Period, plus or minus (only in the
case of NYLIAC MFA Separate Account II Investment Divisions),

(3) a charge or credit, if any, for taxes;

(b) = the net result of:

(1) the net asset value per share of the Eligible Portfolio
shares held in the Investment Division determined as of the
end of the immediately preceding Valuation Period, plus or
minus (only in the case of NYLIAC MFA Separate Account II
Investment Divisions),

(2) a charge or credit, if any, for taxes; and

(c) = a factor representing the charges deducted from the applicable
Investment Division on a daily basis. For flexible premium
policies, the factor is equal, on an annual basis, to 1.75% of the
daily net asset value of the Separate Accounts. For single premium
policies, the factor is equal, on an annual basis, to 1.25% of the
daily net asset value of the Separate Accounts.

The Net Investment Factor may be greater or less than one. Therefore, the
value of an Accumulation Unit in an Investment Division may increase or decrease
from Valuation Period to Valuation Period.

COMPUTATION OF VARIABLE INCOME PAYMENTS

Monthly Income Payments on a variable basis are computed as follows. The
policy's value (or portion of the policy's value used to provide Variable Income
Payments) is applied under the table contained in the policy corresponding to
the payment method elected by the policy owner. This will produce a dollar
amount which is the first monthly payment.

In order to determine subsequent monthly payments, the policy is credited
with Annuity Units in the Investment Divisions of the Separate Accounts
corresponding to the Growth Equity Portfolio. The policy value you tell us to
apply to provide Variable Income Payments will be used to purchase Annuity Units
in the Common Stock Investment Division. The amount of Variable Income Payments
will increase or decrease according to the value of the Annuity Units which
reflects the investment experience of that Common Stock Investment Division. The
number of Annuity Units credited is determined by dividing the first monthly
payment by the value of one Annuity Unit on the date Income Payments begin.
Thereafter, each monthly payment is calculated by multiplying the number of
Annuity Units so credited by the value of an Annuity Unit on the last Business
Day that is at least 10 calendar days prior to the date of that monthly payment.

For Variable Income Payment options, the value of Annuity Units in the
Common Stock Investment Division is determined each Business Day by multiplying
the value of the Annuity Unit for the immediately preceding Business Day by the
product of:

(i) the Net Investment Factor for the Common Stock Investment Division
adjusted to reflect a factor of 1.25% for the mortality and expense risk
charges deducted from the Separate Account on a daily basis, and

(ii) a discount factor of .99989255 (.99990575 if the policy is issued
for delivery in Florida or Texas) to recognize the assumed investment
result. Under these policies, the assumed investment result is 4% (3 1/2%
if the policy is issued for delivery in Florida or Texas). If the Net
Investment Factor of the Common Stock Investment Division exceeds the
assumed investment result on an annual basis, monthly payments will be
increased. If the Net Investment Factor is less, monthly payments will
decrease.

CONTINGENT ANNUITANT

The Contingent Annuitant, who generally must be the spouse of the
Annuitant, is the person who becomes the Annuitant at the death of the "Primary
Annuitant" before Income Payments begin if the policy owner is still living. The
Primary Annuitant is the person named as the Annuitant in the application for a
Non-Qualified Policy.

If prior to the date Income Payments begin, while the policy owner is still
living, the Contingent Annuitant is alive at the death of the Primary Annuitant,
the proceeds of a Non-Qualified Policy will not be paid to the Beneficiary at
the death of the Primary Annuitant. Instead, the policy will continue in force
and the proceeds will be paid upon the death of the Contingent Annuitant or upon
the death of the policy owner if earlier. All policy owner rights and the
benefits provided under the policy will continue during the lifetime of the
Contingent Annuitant, as provided in the policy, as if the Contingent Annuitant
were the Annuitant, except for the Total Disability Benefit Rider. (See "Total
Disability Benefit Rider" at page of the prospectus and at

3
<PAGE> 37

page of this Statement of Additional Information.) After the policy is issued,
the Contingent Annuitant may be deleted but not changed.

The named Contingent Annuitant will be considered deleted if a policy would
not be treated as an annuity for federal income tax purposes should the
Contingent Annuitant become the Annuitant. Currently, the policies do not
provide for the naming of Contingent Annuitants. (See "Federal Tax Matters" at
page of the prospectus.)

INVESTMENT PERFORMANCE CALCULATIONS

MONEY MARKET INVESTMENT DIVISION

NYLIAC calculates the Money Market Investment Division's current annualized
yield for a seven-day period in a manner which does not take into consideration
any realized or unrealized gains or losses on shares of the Cash Management
Portfolio of the Fund or on its portfolio securities. We compute this current
annualized yield by determining the net change (exclusive of realized gains or
losses on the sale of securities and unrealized appreciation and depreciation)
in the value of a hypothetical account having a balance of one unit of the Money
Market Investment Division at the beginning of such seven-day period, dividing
such net change in account value by the value of the account at the beginning of
the period to determine the base period return and annualizing this quotient on
a 365-day basis. The net change in account value reflects the deductions for
administrative services (for flexible premium policies) and the mortality and
expense risk charge and income and expenses accrued during the period. Because
of these deductions, the yield for the Money Market Investment Division will be
lower than the yield for the Cash Management Portfolio of the Fund.

NYLIAC also calculates the effective yield of the Money Market Investment
Division for the same seven-day period on a compounded basis. We calculate the
effective yield by compounding the unannualized base period return by adding one
to the base period return, raising the sum to a power equal to 365 divided by 7,
and subtracting one from the result.

The yield on amounts held in a Money Market Investment Division normally
will fluctuate on a daily basis. Therefore, the disclosed yield for any given
past period is not an indication or representation of future yields or rates of
return. The Money Market Investment Division's actual yield is affected by
changes in interest rates on money market securities, average portfolio maturity
of the Cash Management Portfolio, the types and quality of portfolio securities
held by the Cash Management Portfolio, and its operating expenses.

For the seven-day period ending December 31, 1998, the Money Market
Investment Divisions' annualized yields were % and % respectively, for
single premium and flexible premium policies. For the same period, the effective
yields were % and % respectively, for single premium and flexible
premium policies.

BOND INVESTMENT DIVISION YIELDS

NYLIAC may from time to time disclose the current annualized yield of the
Bond Investment Division for 30-day periods. The annualized yield of a Bond
Investment Division refers to the income generated by the Investment Division
over a specified 30-day period. Because the yield is annualized, the yield
generated by an Investment Division during the 30-day period is assumed to be
generated each 30-day period. We compute the yield by dividing the net
investment income per accumulation unit earned during the period by the price
per unit on the last day of the period, according to the following formula:

6
- ---- YIELD = 2((a-b+1) -1)
---
cd

Where: a = net investment income earned during the period by the Portfolio
attributable to shares owned by the Bond Investment Division.

b = expenses accrued for the period (net of reimbursements).

c = the average daily number of accumulation units outstanding during
the period.

d = the maximum offering price per accumulation unit on the last day of
the period.

Net investment income will be determined in accordance with rules
established by the Securities and Exchange Commission. Accrued expenses will
include all recurring fees that are charged to all policy owner accounts. The
yield calculations do not reflect the effect of any surrender charges that may
be applicable to a

4
<PAGE> 38

particular policy. Surrender charges range from 7% to 0% of the amount withdrawn
depending on the elapsed time since the policy was issued.

Because of these charges and deductions the yield for the Investment
Divisions will be lower than the yield for the corresponding Portfolio of the
Fund. The yield on amounts held in the Investment Divisions normally will
fluctuate over time. Therefore, the disclosed yield for any given past period is
not an indication or representation of future yields or rates of return. The
Bond Investment Division's actual yield will be affected by the types and
quality of portfolio securities held by the Bond Portfolio of the Fund, and its
operating expenses.

For the 30-day period ended December 31, 1998, the annualized yields for
the Bond Investment Divisions were % and % respectively, for single
premium policies and flexible premium policies.

BOND AND COMMON STOCK STANDARD TOTAL RETURN CALCULATIONS

NYLIAC may from time to time also calculate average annual total returns
for one or more of the Bond or Common Stock Investment Divisions for various
periods of time. We compute the average annual total return by finding the
average annual compounded rates of return over one, five and ten year periods
that would equate the initial amount invested to the ending redeemable value,
according to the following formula:

n
P(1+T) = ERV

Where: P = a hypothetical initial payment of $1,000

T = average annual total return

n = number of years

ERV = ending redeemable value of a hypothetical $1,000 payment made at the
beginning of the one, five, or ten-year period, at the end of the
one, five, or ten-year period (or fractional portion thereof).

All recurring fees that are charged to all policy owner accounts are recognized
in the ending redeemable value. The average annual total return calculations
will reflect the effect of surrender charges that may be applicable to a
particular period.

For the one, five, and ten year periods ending December 31, 1998, and the
period from January 23, 1984 to December 31, 1998, respectively, the average
annual total returns for the single premium policies for the Bond Investment
Division were %, %, %, and %, respectively, for NYLIAC MFA
Separate Account I, and %, %, %, and %, respectively, for
NYLIAC MFA Separate Account II. For the same periods, the average annual total
returns for flexible premium policies for the Bond Investment Division were
%, %, %, and %, respectively, for NYLIAC MFA Separate
Account I, and %, %, %, and %, respectively, for NYLIAC MFA
Separate Account II.

For the one, five, and ten year periods ending December 31, 1998, and the
period from January 23, 1984 to December 31, 1998, respectively, the average
annual total returns for the single premium policies for the Common Stock
Investment Division were %, %, %, and %, respectively, for
NYLIAC MFA Separate Account I. For the same periods, the average annual total
returns for flexible premium policies for the Common Stock Investment Division
were %, %, %, and %, respectively, for NYLIAC MFA Separate
Account I.

For the one, five, and ten year periods ending December 31, 1998, and the
period from January 18, 1985 to December 31, 1998, respectively, the average
annual total returns for the single premium policies for the Common Stock
Investment Division were %, %, %, and %, respectively, for
NYLIAC MFA Separate Account II. For the same periods, the average annual total
returns for flexible premium policies for the Common Stock Investment Division
were %, %, %, and %, respectively, for NYLIAC MFA Separate
Account II.

OTHER PERFORMANCE DATA

NYLIAC may from time to time also calculate average annual total returns in
a non-standard format in conjunction with the standard format described above.
The nonstandard format will be identical to the standard format except that the
surrender charge will not be reflected.

Using the non-standard format, for the one, five, and ten year periods
ending December 31, 1998, and the period from January 23, 1984 to December 31,
1998, respectively, the average annual total returns for the single premium
policies for the Bond Investment Division were %, %, %, and
%, respectively,

5
<PAGE> 39

for NYLIAC MFA Separate Account I, and %, %, %, and %,
respectively, for NYLIAC MFA Separate Account II. For the same periods, the
average annual total returns for flexible premium policies for the Bond
Investment Division were %, %, %, and %, respectively, for
NYLIAC MFA Separate Account I, and %, %, %, and %,
respectively, for NYLIAC MFA Separate Account II.

For the one, five, and ten year periods ending December 31, 1998, and the
period from January 23, 1984 to December 31, 1998, respectively, the average
annual total returns for the single premium policies for the Common Stock
Investment Division were %, %, %, and %, respectively, for
NYLIAC MFA Separate Account I. For the same periods, the average annual total
returns for flexible premium policies for the Common Stock Investment Division
were %, %, %, and %, respectively, for NYLIAC MFA Separate
Account I.

For the one, five, and ten year periods ending December 31, 1997, and the
period from January 18, 1985 to December 31, 1998, respectively, the average
annual total returns for the single premium policies for the Common Stock
Investment Division were %, %, %, and %, respectively, for
NYLIAC MFA Separate Account II. For the same periods, the average annual total
returns for flexible premium policies for the Common Stock Investment Division
were %, %, %, and %, respectively, for NYLIAC MFA Separate
Account II.

NYLIAC may from time to time also calculate cumulative total returns in
conjunction with the standard format described above. The cumulative returns
will be calculated using the following formula assuming that the surrender
charge percentage will not be reflected.

CTR = ERV/P-1

Where: CTR = the cumulative total return net of an Investment Division recurring
charges for the period

ERV = ending redeemable value of a hypothetical $1,000 payment made at
the beginning of the one, five, or ten-year period, at the end
of the one, five or ten-year period (or fractional portion
thereof)

P = a hypothetical initial payment of $1,000.

All non-standard performance data will only be advertised if the standard
performance data for the same period, as well as for the required periods, is
also disclosed.

MAINSTAY VP SERIES FUND, INC.

The MainStay VP Series Fund, Inc. is registered with the Securities and
Exchange Commission as a diversified open-end management investment company, but
such registration does not signify that the Commission supervises the
management, or the investment practices or policies, of the Fund.

The Fund currently issues its shares only to separate accounts of NYLIAC.
Shares are sold and redeemed at the net asset value of the respective Portfolio
of the Fund.

GENERAL MATTERS

NON-PARTICIPATING. The policies are non-participating. Dividends are not
paid.

MISSTATEMENT OF AGE OR SEX. If the Annuitant's stated age and/or sex in
the policy are incorrect, NYLIAC will change the benefits payable to those which
the purchase payments would have purchased for the correct age and sex. Sex is
not a factor when annuity benefits are based on unisex annuity payment rate
tables. (See "Income Payments--Legal Developments Regarding Income Payments" at
page of the prospectus.)

ASSIGNMENTS. If permitted by the plan or by law for the plan indicated in
the application for the policy, a Non-Qualified Policy or any interest in it,
may be assigned by the policy owner before Income Payments begin and during the
Annuitant's lifetime. NYLIAC will not be deemed to know of an assignment unless
it receives a copy of a duly executed instrument evidencing such assignment.
Further, NYLIAC assumes no responsibility for the validity of any assignment.
(See "Federal Tax Matters--Taxation of Annuities in General" at page of the
Prospectus.)

MODIFICATION. NYLIAC may not modify the policy without your consent except
to make the policy meet the requirements of the Investment Company Act of 1940,
or to make the policy comply with any changes in

6
<PAGE> 40

the Internal Revenue Code or as required by the Code or by any other applicable
law in order to continue treatment of the policy as an annuity.

INCONTESTABILITY. The policy will not be contested after it has been in
force during the lifetime of the Annuitant for 2 years from the Policy Date.

FEDERAL TAX MATTERS

TAXATION OF NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION

NYLIAC is taxed as a life insurance company. Because the Separate Accounts
are not entities separate from NYLIAC, and their operations form a part of
NYLIAC, they will not be taxed separately as "regulated investment companies"
under Subchapter M of the Code. Investment income and realized net capital gains
on the assets of the Separate Accounts are reinvested and are taken into account
in determining a policy's value. As a result, such investment income and
realized net capital gains are automatically retained as part of the reserves
under the policy. Under existing federal income tax law, NYLIAC believes that
Separate Account investment income and realized net capital gains should not be
taxed to the extent that such income and gains are retained as part of the
reserves under the policy.

TAX STATUS OF THE POLICIES

Section 817(h) of the Code requires that the investments of the Fund must
be "adequately diversified" in accordance with Treasury regulations in order for
the policies to qualify as annuity contracts under Section 72 of the Code. The
Separate Accounts, through the Fund, intend to comply with the diversification
requirements prescribed under Treasury Regulation Section 1.817-5, which affect
how the Fund's assets may be invested. Although NYLIAC is affiliated with the
Fund's investment advisers, it does not control the Fund or the Portfolios'
investments.

Although the Treasury Department has issued regulations on the
diversification requirements, such regulations do not provide guidance
concerning the extent to which policy owners may direct their investments to
particular subaccounts of a Separate Account, or the permitted number of such
subaccounts. It is unclear whether additional guidance in this regard will be
issued in the future. It is possible that if such guidance is issued, the policy
may need to be modified to comply with such additional guidance. For these
reasons, we reserve the right to modify the policy as necessary to attempt to
prevent the policy owner from being considered the owner of the assets of the
Separate Accounts or otherwise to qualify the policy for favorable tax
treatment.

The Code also requires that non-qualified annuity contracts issued after
January 18, 1985, contain specific provisions for distribution of the policy
proceeds upon the death of any policy owner. In order to be treated as an
annuity contract for federal income tax purposes, the Code requires that such
policies provide that (a) if any policy owner dies on or after Income Payments
begin and before the entire interest in the policy has been distributed, the
remaining portion must be distributed at least as rapidly as under the method in
effect on the policy owner's death; and (b) if any policy owner dies before
Income Payments begin, the entire interest in the policy must generally be
distributed within 5 years after the policy owner's date of death. These
requirements will be considered satisfied if the entire interest of the policy
is used to purchase an immediate annuity under which payments will begin within
one year of the policy owner's death and will be made for the life of the
Beneficiary or for a period not extending beyond the life expectancy of the
Beneficiary. The owner's Beneficiary is the person to whom ownership of the
policy passes by reason of death and must be a natural person. If the
Beneficiary is the policy owner's surviving spouse, the policy may be continued
with the surviving spouse as the new policy owner. If the owner is not a natural
person, these "death of Owner" rules apply when the primary Annuitant is
changed. Non-qualified Policies issued after January 18, 1985 contain provisions
intended to comply with these requirements of the Code. No regulations
interpreting these requirements of the Code have yet been issued. Thus, no
assurance can be given that the provisions contained in such policies issued
after January 18, 1985 satisfy all such Code requirements. The provisions
contained in Non-Qualified Policies issued after January 18, 1985 will be
reviewed and modified if necessary to assure that they comply with the Code
requirements when clarified by regulation or otherwise.

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 NYLIAC of that election. Different rules
may apply to United States citizens or expatriates living abroad. In addition,
some states have enacted legislation requiring withholding.
7
<PAGE> 41

Even if a recipient elects no withholding, special withholding rules may
require NYLIAC to disregard the recipient's election if the recipient fails to
supply NYLIAC with a "TIN" or taxpayer identification number (social security
number for individuals) or if the Internal Revenue Service notifies NYLIAC that
the TIN provided by the recipient is incorrect.

DISTRIBUTOR OF THE POLICIES

NYLIFE Distributors Inc. ("NYLIFE Distributors") is the distributor of the
policies. NYLIFE Distributors is registered with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 as a broker-dealer and is a
member of the National Association of Securities Dealers, Inc. For the year
ended December 31, 1996, 1997 and 1998, the aggregate amount of underwriting
commissions paid to NYLIFE Distributors Inc. was $1,170,817, $1,221,372 and
$ , respectively, of which $585,409, $610,686 and $ ,
respectively, was retained by them.

The policies are sold and premium payments are accepted on a continuous
basis.

SAFEKEEPING OF SEPARATE ACCOUNT ASSETS

The Separate Accounts hold title to the assets of the Separate Accounts.
The assets are kept physically segregated and held separate and apart from
NYLIAC's general corporate assets. Records are maintained of all purchases and
redemptions of Eligible Portfolio shares held by each of the Investment
Divisions.

STATE REGULATION

NYLIAC is a stock life insurance company organized under the laws of
Delaware, and is subject to regulation by the Delaware State Insurance
Department. An annual statement is filed with the Delaware Commissioner of
insurance on or before March 1 of each year covering the operations and
reporting on the financial condition of NYLIAC as of December 31 of the
preceding calendar year. Periodically, the Delaware Commissioner of Insurance
examines the financial condition of NYLIAC, including the liabilities and
reserves of the Separate Accounts.

In addition NYLIAC is subject to the insurance laws and regulations of all
the states where it is licensed to operate. The availability of certain policy
rights and provisions depends on state approval and/or filing and review
processes. Where required by state law or regulation, the policies will be
modified accordingly.

RECORDS AND REPORTS

NYLIAC maintains all records and accounts relating to the Separate
Accounts. As presently required by the federal securities laws, NYLIAC will mail
to you at your last known address of record, at least semi-annually after the
first policy year, reports containing such information as may be required under
the federal securities laws or by any other applicable law or regulation.

LEGAL PROCEEDINGS

In 1995, NYLIAC and New York Life settled a nationwide class action brought
in New York State court related to the sale of whole life and universal life
insurance policies from 1982 through 1994. In entering into the settlement,
NYLIAC specifically denied any wrongdoing. The settlement was approved by the
judge and has been upheld on appeal.

There are also actions in various jurisdictions by individual policyowners
who either did or did not exclude themselves from the settlement of the
nationwide class action and a purported class action claiming to include
numerous policyholders in one jurisdiction who did not exclude themselves from
the nationwide class action. The certification by a non-New York State court of
a purported class action claiming to include numerous policyholders in that
state who excluded themselves from the settlement of the nationwide class action
was recently reversed by an intermediate appellate court; plaintiffs filed a
motion for rehearing in the intermediate appellate court and the motion was
denied. Plaintiffs may file a petition with the highest court within the
statutory time allowed to do so. Most of these actions seek substantial or
unspecified compensatory and punitive damages.

8
<PAGE> 42

NYLIAC is also a defendant in other individual suits arising from its
insurance (including variable contracts registered under the federal securities
law), investment and/or other operations, including actions involving retail
sales practices. Most of these actions also seek substantial or unspecified
compensatory and punitive damages. NYLIAC is also from time to time involved as
a party in various governmental, administrative, and investigative proceedings
and inquiries.

Given the uncertain nature of litigation and regulatory inquiries, the
outcome of the above cannot be predicted. NYLIAC nevertheless believes that,
after provisions made in the financial statements, the ultimate liability that
could result from such litigation and proceedings would not have a material
adverse effect on NYLIAC's financial position; however, it is possible that
settlements or adverse determinations in one or more actions or other
proceedings in the future could have a material adverse effect on NYLIAC's
operating results for a given year.

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP, independent accountants, audited the annual
financial statements of the Separate Accounts and NYLIAC. Their reports appear
in this Statement of Additional Information. The financial statements included
in this Statement of Additional Information have been included in reliance on
the reports of PricewaterhouseCoopers LLP, given on the authority of said firm
as experts in auditing and accounting.

OTHER INFORMATION

NYLIAC filed a registration statement with the Securities and Exchange
Commission, under the Securities Act of 1933 as amended, with respect to the
policies discussed in this Statement of Additional Information. We have not
included all of the information set forth in the registration statement,
amendments and exhibits the registration statement has been included in this
Statement of Additional Information. We intend the statements contained in this
Statement of Additional Information concerning the content of the policies and
other legal instruments to be summaries. For a complete statement of the terms
of these documents, you should refer to the instruments filed with the
Securities and Exchange Commission.

9
<PAGE> 43
PART C. OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

a. Financial Statements

All required financial statements will be included in Part B of this
Registration Statement.

b. Exhibits.
(1) Resolution of the Board of Directors of New York Life Insurance and
Annuity Corporation ("NYLIAC") authorizing establishment of the
Separate Account - Previously filed as Exhibit (1) to Registrant's
initial Registration Statement on Form S-6, re-filed in accordance with
Regulation S-T, 17 CFR 232.102(e) as Exhibit (1) to Registrant's
Post-Effective Amendment No. 17 on Form N-4, and incorporated herein by
reference.
(2) Not applicable.
(3)(a) Distribution Agreement between NYLIFE Securities, Inc. and NYLIAC -
Previously filed as Exhibit (3)(a) to Registrant's Post-Effective
Amendment No. 1 to the Registration Statement on Form S-6, re-filed in
accordance with Regulation S-T, 17 CFR 232.102(e) as Exhibit (3)(a) to
Post-Effective Amendment No. 4 to the registration statement on Form
S-6 for NYLIAC Variable Universal Life Separate Account-I (File No.
33-64410), and incorporated herein by reference.
(3)(b) Distribution Agreement between NYLIFE Distributors, Inc. and NYLIAC -
Previously filed as Exhibit 3(b) to Post-Effective Amendment No. 5 to
the registration statement on Form N-4 for NYLIAC Variable Annuity
Separate Account-I (File No. 33-53342), and incorporated herein by
reference.
(3)(c) Form of Agreement among New York Life Insurance Company, NYLIFE
Securities Inc., NYLIAC and its agent (and referenced Agent's Contract)
- Previously filed as Exhibit (3)(b) to Pre-Effective Amendment No. 1
to Registrant's Registration Statement on Form S-6, re-filed in
accordance with Regulation S-T, 17 CFR 232.102(e) as Exhibit (3)(c) to
Registrant's Post-Effective Amendment No. 17 on Form N-4, and
incorporated herein by reference.
(4)(a) Specimen Qualified Flexible Premium Policy - Previously filed as
Exhibit (5)(a) to Registrant's initial Registration Statement on Form
S-6, re-filed in accordance with Regulation S-T, 17 CFR 232.102(e) as
Exhibit (4)(a) to Registrant's Post-Effective Amendment No. 17 on Form
N-4, and incorporated herein by reference.
(4)(b) Specimen Qualified Single Premium Policy - Previously filed as Exhibit
(5)(b) to Registrant's initial Registration Statement on Form S-6,
re-filed in accordance with Regulation S-T, 17 CFR 232.102(e) as
Exhibit (4)(b) to Registrant's Post-Effective Amendment No. 17 on Form
N-4, and incorporated herein by reference.
(5) Form of Application for a Policy - Previously filed as Exhibit (10) to
Registrant's Pre-Effective Amendment No. 1 on Form S-6, re-filed in
accordance with Regulation S-T, 17 CFR 232.102(e) as Exhibit (5) to
Registrant's Post-Effective Amendment No. 17 on Form N-4, and
incorporated herein by reference.
(6)(a) Certificate of Incorporation of NYLIAC - Previously filed as
Exhibit(6)(a) to Registrant's initial Registration Statement on Form
S-6, re-filed in accordance with Regulation S-T, 17 CFR 232.102(e) as
Exhibit (6)(a) to the initial registration statement on Form S-6 for
NYLIAC Corporate Sponsored Variable Universal Life Separate Account-I
(File No. 333-07617), and incorporated herein by reference.
(6)(b)(1)By-Laws of NYLIAC - Previously filed as Exhibit (6)(b) to Registrant's
initial Registration Statement on Form S-6, re-filed in accordance with
Regulation S-T, 17 CFR 232.102(e) as Exhibit (6)(b) to the initial
registration

C-1
<PAGE> 44
statement on Form S-6 for NYLIAC Corporate Sponsored Variable Universal
Life Separate Account-I (File No. 333-07617), and incorporated herein
by reference.

(6)(b)(2)Amendments to By-Laws of NYLIAC - Previously filed in accordance
with Regulation S-T, 17 CFR 232.102(e) as Exhibit (6)(b) to
Pre-Effective Amendment No. 1 to the registration statement on Form S-6
for NYLIAC Variable Universal Life Separate Account-I (File No.
333-39157), and incorporated herein by reference.
(7) Not applicable.
(8) Service Agreement between New York Life Insurance Company and NYLIAC
(including Amendments) - Previously filed as Exhibit (8) to
Registrant's Post-Effective Amendment No. 1 on Form S-6, re-filed in
accordance with Regulation S-T, 17 CFR 232.102(e) as Exhibit (8) to
Registrant's Post-Effective Amendment No. 17 on Form N-4, and
incorporated herein by reference.

(9) Opinion and Consent of Jonathan E. Gaines, Esq. - Not applicable.

(10)(a) Consent of PriceWaterhouseCoopers LLP - Not applicable.

(10)(b) Powers of Attorney for the Directors and Officers of NYLIAC -
Previously filed in accordance with Regulation S-T, 17 CFR 232.102(e)
as Exhibit (9)(c) to Pre-Effective Amendment No. 2 to the registration
statement on Form S-6 for NYLIAC Corporate Sponsored Variable Universal
Life Separate Account-I (File No. 333-07617) for the following, and
incorporated herein by reference:

Jay S. Calhoun, Vice President, Treasurer and Director (Principal
Financial Officer)
Richard M. Kernan, Jr., Director
Robert D. Rock, Senior Vice President and Director
Frederick J. Sievert, President and Director (Principal
Executive Officer)
Stephen N. Steinig, Senior Vice President, Chief Actuary and Director
Seymour Sternberg, Director

(10)(c) Power of Attorney for Maryann L. Ingenito, Vice President and
Controller (Principal Accounting Officer) - Previously filed in
accordance with Regulation S-T, 17 CFR 232.102(e) as Exhibit (9)(d) to
Pre-Effective Amendment No. 1 to the registration statement on Form S-6
for NYLIAC Corporate Sponsored Variable Universal Life Separate
Account-I (File No. 333-07617), and incorporated herein by reference.
(10)(d) Power of Attorney for Howard I. Atkins, Executive Vice President
(Principal Financial Officer) - Previously filed as Exhibit 8(d) to
Pre-Effective Amendment No. 1 to the registration statement on
Form S-6 for NYLIAC Variable Universal Life Separate Account-I
(File No. 333-39157), and incorporated herein by reference.

(10)(e) Power of Attorney for Certain Directors of NYLIAC - Previously filed
as Exhibit 10(e) to Post-Effective Amendment No. 6 to the registration
statement on Form N-4 for NYLIAC Variable Annuity Separate Account -
III (File No. 33-87382), and incorporated herein by reference for the
following:

George J. Trapp, Director
Frank M. Boccio, Director
Phillip J. Hildebrand, Director
Michael G. Gallo, Director
Solomon Goldfinger, Director
Howard I. Atkins, Director

(11) Not applicable.

(12) Not applicable.

(13) Schedule of Computations - Previously filed as Exhibit 13 to
Post-Effective Amendment No. 7 to the registration statement on Form
N-4 for NYLIAC Variable Annuity Separate Account-I (File
No. 33-53342), and incorporated herein by reference.

(14) Not applicable.

C-2
<PAGE> 45
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

The business address of each director and officer of NYLIAC is 51 Madison
Avenue, New York, NY 10010.

<TABLE>
<CAPTION>
Name: Title:
----- ------
<S> <C>
Seymour Sternberg Director
Richard M. Kernan, Jr. Director
Frederick J. Sievert Director and President
George J. Trapp Director
Frank M. Boccio Director
Robert D. Rock Director and Senior Vice President
Howard I. Atkins Director, Executive Vice President and Chief Financial Officer
Michael Gallo Director, Senior Vice President
Solomon Goldfinger Director, Senior Vice President
Phillip J. Hildebrand Director, Senior Vice President
Jean E. Hoysradt Senior Vice President
Gary G. Benanav Executive Vice President and Chairman of Taiwan Branch
Jay S. Calhoun Senior Vice President and Treasurer
Judith E. Campbell Senior Vice President and Chief Information Officer
Shiela K. Davidson Senior Vice President
Richard D. Levy Senior Vice President
Michael J. McLaughlin Senior Vice President and General Counsel
Michael J. Nocera Senior Vice President
Frank J. Ollari Senior Vice President
Anne F. Pollack Senior Vice President
Stephen N. Steinig Senior Vice President and Chief Actuary
Thomas J. Warga Senior Vice President and General Auditor
Edward C. Wilson Senior Vice President and Chief Sales Officer
William Cheng Vice President
Limim Chu General Manager and President of Taiwan Branch
Henry Ciapas Vice President
Patrick Colloton Vice President
John A. Cullen Vice President and Assistant Controller
Lisa O. Cullity Vice President
Melvin J. Feinberg Vice President
Jane L. Hamrick Vice President and Actuary
David A.K. Harland Vice President and Secretary
Robert E. Hebron Vice President
Celia J. Holtzberg Vice President
Robert Hynes Vice President
Maryann L. Ingenito Vice President and Controller
Himi L. Kittner Vice President
David Krystel Vice President
Thomas S. McArdle Vice President
Daniel J. McKillop Vice President
John R. Meyer Vice President
William H. Mowat Vice President
Michael M. Oleske Vice President and Tax Counsel
Danny Ramjit Vice President and CFO Taiwan Branch
Andrew N. Reiss Vice President and National Sales Manager
Joel Steinberg Vice President and Actuary
Lawrence R. Stoehr Vice President
Richard W. Zuccaro Vice President
</TABLE>

C-3
<PAGE> 46

ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH DEPOSITOR OR
REGISTRANT

The Depositor, NYLIAC, is a wholly-owned subsidiary of New York Life Insurance
Company ("New York Life"). The Registrant is a segregated asset account of
NYLIAC. The following chart indicates persons presumed to be controlled by New
York Life(+), unless otherwise indicated. Subsidiaries of other subsidiaries are
indented accordingly, and ownership is 100% unless otherwise indicated.

<TABLE>
<CAPTION>
Jurisdiction of Percent of Voting
Name Organization Securities Owned
<S> <C> <C>
Aegis Technologies, Inc.(1) Delaware

MainStay Institutional Funds Inc.(2) Maryland

MainStay VP Series Fund, Inc.(3) Maryland

New York Life Insurance and Annuity Corporation Delaware

New York Life Irrevocable Trust of 1996(4) New York N/A

NYLIFE Inc. New York
Avanti Corporate Health Systems, Inc. Delaware
Avanti of the District, Inc. Maryland
Avanti of New Jersey, Inc. New Jersey
Docservco, Inc. New York
Eagle Strategies Corp. Arizona
Greystone Realty Corporation Delaware
Greystone Realty Management, Inc. Delaware
MacKay-Shields Financial Corporation Delaware
Madison Square Advisers, Inc. Delaware
MainStay Management, Inc. Delaware
MainStay Shareholder Services Inc. Delaware
MSC Holding, Inc. Georgia 85.43%
Monitor Capital Advisors, Inc. Delaware
New York Life Benefit Services, Inc. Massachusetts
</TABLE>

- --------

(1) A Certificate of Dissolution was filed for this Company on April 9,
1996. Pursuant to Delaware law, the Company's existence is "continued" for a
period of three years following dissolution for purposes of winding up.
Therefore, this Company is included here for informational purposes only.

(2) This entity is an unaffiliated registered investment company as to
which New York Life and/or its subsidiaries perform investment management,
administrative, distribution and underwriting services. It is not a subsidiary
of New York Life but is included here for informational purposes only.

(3) New York Life serves as investment adviser to this entity, the
shares of which are held of record by separate accounts of NYLIAC. New York Life
disclaims any beneficial ownership and control of this entity. New York Life
and NYLIAC as depositors of said separate accounts have agreed to vote their
shares as to matters covered in the proxy statements in accordance with voting
instructions received from holders of variable annuity and variable life
insurance policies at the shareholders meeting of these entities. It is not
a subsidiary of New York Life, but is included here for informational purposes
only.

(4) An unaffiliated trust formed solely for the purpose of holding
shares of New York Life Settlement Corporation. It is not a subsidiary of New
York Life, but is included here for informational purposes only.

- --------

(+) By including the indicated corporations in this list, New York Life is
not stating or admitting that said corporations are under its actual
control; rather, these corporations are listed here to ensure full
compliance with the requirements of this Form N-4.

C-4
<PAGE> 47

<TABLE>
<CAPTION>
Jurisdiction of Percent of Voting
Name Organization Securities Owned
<S> <C> <C>
(NYLIFE Inc. subsidiaries cont.)
ADQ Insurance Agency, Inc. Massachusetts
New York Life Capital Corporation Delaware
New York Life International Investment Inc. Delaware
Monetary Research Ltd. Bermuda
NYL Management Limited United Kingdom
Taiyo Life Gamma Asset Management Ltd(5) Japan 16.7%
New York Life International Investment Asia Ltd. Mauritius
New York Life International, Inc. Delaware
New York Life Worldwide Capital, Inc. Delaware
New York Life Worldwide Development, Inc. Delaware
New York Life Worldwide (Bermuda) Ltd. Bermuda
New York Life Insurance Worldwide Ltd. Bermuda
New York Life (U.K.) Ltd.(6) United Kingdom 99.97%
Life Assurance Holding Corporation Limited United Kingdom 23%
Windsor Life Assurance Company Limited United Kingdom
Windsor Construction Company Limited United Kingdom
KOHAP New York Life Insurance Ltd. South Korea 51%
P.T. Asuransi Jiwa Sewu-New York Life Indonesia 50.2%
GEO New York Life, S.A. Mexico 49%
New York Life Trust Company New York
NYLIFE Administration Corp. Texas
NYLIFE Depositary Corporation Delaware
NYLIFE Structured Asset Management Company Ltd. Texas 16.67%; NYLIFE
SFD Holding Inc.
owns the remaining
83.33%
NYLIFE Distributors Inc. Delaware
NYLIFE HealthCare Management, Inc. Delaware
Express Scripts, Inc. Delaware 44.8% of total
combined stock and
89.1% of the voting
rights
Express Scripts Vision Corporation Delaware
Great Plains Reinsurance Company Arizona
Practice Patterns Science, Inc. Delaware 80%
ESI Canada Holdings, Inc. Canada
ESI Canada, Inc. Canada
IVTx of Houston, Inc. Texas
IVTx of Dallas, Inc. Texas
PhyNet, Inc. Delaware
</TABLE>

- --------

(5) Based on the percentage of ownership as well as the lack of
"control" by New York Life over management or policies of this company, this
entity is not considered a subsidiary of New York Life but is included here for
informational purposes only.

(6) One share is held by NYLIFE, Inc., a Nominee, as required by
British law.

C-5
<PAGE> 48

<TABLE>
<CAPTION>
Jurisdiction of Percent of Voting
Name Organization Securities Owned
<S> <C> <C>
(NYLIFE Inc. subsidiaries cont.)
WellPath of Arizona Reinsurance Company Arizona
NYLCare NC Holdings, Inc.
WellPath Community Health Plans, L.L.C. North Carolina Duke Medical
Strategies, Inc. holds
50%; 50% LLC interest

WPCHP Holdings, Inc. Delaware

WellPath Preferred Services, L.L.C. North Carolina 99.9%; WPCHP
Holdings, Inc. owns
other 11%
WellPath Select Holdings, L.L.C. North Carolina WPCHP Holdings,
Inc. holds 11%;
99% LLC Interest
WellPath Select, Inc. North Carolina
WellPath of Carolina, Inc. Delaware
ETHIX Great Lakes, Inc. Michigan
ETHIX Mid-Atlantic, Inc. Pennsylvania
ETHIX Midlands, Inc. Delaware
ETHIX Mid-Rivers, Inc. Missouri
ETHIX Northwest Public Services, Inc. Washington
ETHIX Northwest, Inc. Washington
NYLCare Health Plans Northwest, Inc. Washington
ETHIX Pacific, Inc. Oregon
ETHIX Southeast, Inc. North Carolina
Benefit Panel Services, Inc. California 50%; 50%
owned by
Anthem Companies,
Inc.
BPS Health Plan Administrators California
VivaHealth, Incorporated California
One Liberty Plaza Holdings, Inc. Delaware
NYLIFE Refinery Inc. Delaware
NYLIFE Securities Inc. New York
NYLIFE SFD Holding Inc. Delaware
NYLIFE Structured Asset Management Company, Ltd. Texas 83.33%; NYLIFE
Depositary Corp.
owns the remaining
16.67%
NYLINK Insurance Agency Incorporated Delaware
NYLINK Insurance Agency of Alabama, Incorporated Alabama
NYLINK Insurance Agency of Hawaii, Incorporated Hawaii
NYLINK Insurance Agency of Massachusetts, Incorporated Massachusetts
</TABLE>

C-6

<PAGE> 49

<TABLE>
<CAPTION>
Jurisdiction of Percent of Voting
Name Organization Securities Owned
<S> <C> <C>
(NYLIFE Inc. subsidiaries cont.)
NYLINK Insurance Agency of New Mexico, Incorporated New Mexico

NYLINK Insurance Agency of Ohio, Incorporated(7) Ohio

NYLINK Insurance Agency of Oklahoma, Incorporated(7) Oklahoma

NYLINK Insurance Agency of Texas, Incorporated(7) Texas

NYLTEMPS Inc. Delaware

NYLIFE Insurance Company of Arizona Arizona

The MainStay Funds(8) Massachusetts
</TABLE>

ITEM 27. NUMBER OF CONTRACTOWNERS

As of January 31, 1999, there were approximately 26,538 owners of
Qualified Policies offered under NYLIAC MFA Separate Account-I.

ITEM 28. INDEMNIFICATION

Reference is made to Article VIII of the Depositor's By-Laws.

New York Life maintains Directors and Officers Liability/Company
Reimbursement ("D&O") insurance which covers directors, officers and trustees of
New York Life, its subsidiaries, and its subsidiaries and certain affiliates
including the Depositor while acting in their capacity as such. The total annual
aggregate of D&O coverage is $150 million applicable to all insureds under the
D&O policies. There is no assurance that such coverage will be maintained by New
York Life or for the Depositor in the future as, in the past, there have been
large variances in the availability of D&O insurance for financial institutions.

Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Depositor pursuant to the foregoing provisions, or otherwise, the Depositor
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 Depositor of expenses incurred
or paid by a director, officer or controlling person of the Depositor 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 Depositor will, unless in the opinion of its

- --------

(7) This entity is an unaffiliated insurance agency for which New
York Life and its subsidiaries perform administrative services. It is not a
subsidiary of New York Life but is included for informational purpose only.

(8) This entity is an unaffiliated registered investment company for
which New York Life subsidiaries perform investment management, administrative,
distribution and underwriting services. It is not a subsidiary of New York Life,
but is included here for informational purposes only.

C-7
<PAGE> 50
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

(a) Investment companies (other than the Registrant) for which NYLIFE
Distributors Inc. is currently acting as underwriter:

NYLIAC Corporate Sponsored Variable Universal Life Separate Account-I
NYLIAC MFA Separate Account-II
NYLIAC Variable Annuity Separate Account-I
NYLIAC Variable Annuity Separate Account-II
NYLIAC Variable Annuity Separate Account-III
NYLIAC Variable Universal Life Separate Account-I
NYLIAC VLI Separate Account

(b) Directors and Officers.

The business address of each director and officer of NYLIFE
Distributors Inc. is 300 Interpace Parkway, Parsippany, New Jersey 07054.

<TABLE>
<CAPTION>
Names of Directors and Officers Positions and Offices with Underwriter
------------------------------- --------------------------------------
<S> <C>
Frank M. Boccio Director
Jefferson C. Boyce Director
Michael G. Gallo Director
Phillip J. Hildebrand Director
Robert D. Rock Director
Stephen C. Roussin Director and Senior Vice President
Robert E. Brady Director and Vice President
Mark Gordon President
Sheila K. Davidson Chief Compliance Officer
Thomas J. Warga Senior Vice President and General Auditor
Jay S. Calhoun Vice President and Treasurer
David J. Krystel Vice President
Linda M. Livornese Vice President
John H. O'Byrne Vice President
Anthony W. Polis Vice President and Chief Financial Officer
Richard W. Zuccaro Tax Vice President
Louis H. Adasse Corporate Vice President
Thomas J. Murray Corporate Vice President
Arphiela Arizmendi Assistant Vice President
Antoinette B. Cirillo Assistant Vice President
George R. Daoust Assistant Vice President
Geraldine Lorito Assistant Vice President
Mark A. Gomez Secretary
Ronald M. Jamison Assistant Secretary
Lori S. Whittaker Assistant Secretary
</TABLE>

C-8
<PAGE> 51
(c) Commissions and Other Compensation

<TABLE>
<CAPTION>
Name of New Underwriting Compensation on
Principal Discounts and Redemption or Brokerage
Underwriter Commissions Annuitization Commission Compensation
<S> <C> <C> <C> <C>
NYLIFE Distributors
Inc. -0- -0- -0- -0-
</TABLE>

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

All accounts and records required to be maintained by Section 31(a) of
the 1940 Act and the rules under it are maintained by NYLIAC at its home office,
51 Madison Avenue, Room 0150, New York, New York 10010; New York Life - Records
Division, 110 Cokesbury Road, Lebanon, New Jersey 08833 and with Iron Mountain
Records Management, Inc. at both 8 Neptune Drive, Poughkeepsie, New York 12601
and Route 9W South, Port Ewen, New York 12466-0477.

ITEM 31. MANAGEMENT SERVICES - Not applicable.

ITEM 32. UNDERTAKINGS -

Registrant hereby undertakes:

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

(b) to include either (1) 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, or (2) a post card or similar
written communication affixed to or included in the prospectus that the
applicant can remove to send for 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.

REPRESENTATION AS TO THE REASONABLENESS OF AGGREGATE FEES AND CHARGES

New York Life Insurance and Annuity Corporation ("NYLIAC"), the
sponsoring insurance company of the NYLIAC MFA Separate Account-I, hereby
represents that the fees and charges deducted under the Facilitator Multi-
Funded Retirement Annuity Policies are reasonable in relation to the services
rendered, the expenses expected to be incurred and the risks assumed by NYLIAC.

SECTION 403(b) REPRESENTATIONS

Registrant represents that it is relying on a no-action letter dated
November 28, 1988, to the American Council of Life Insurance (Ref. No. IP-6-88)
regarding Sections 22(e), 27(c)(1), and 27(d) of the Investment Company Act of
1940, in connection with redeemability restrictions on Section 403(b) Policies,
and that paragraphs numbered (1) through (4) of that letter will be complied
with.

C-9
<PAGE> 52
SIGNATURES

As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Registrant certifies that it has caused this Amendment to the
Registration Statement to be signed on its behalf, in the City and State of New
York on this 25th day of February, 1999.

NYLIAC MFA
SEPARATE ACCOUNT-I
(Registrant)

By /s/ David J. Krystel
--------------------
David J. Krystel
Vice President

NEW YORK LIFE INSURANCE AND
ANNUITY CORPORATION
(Depositor)

By /s/ David J. Krystel
--------------------
David J. Krystel
Vice President

As required by the Securities Act of 1933, this Amendment to the Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

Howard I. Atkins* Executive Vice President and Director
(Principal Financial Officer)

Frank M. Boccio* Director

Michael G. Gallo* Director

Solomon Goldfinger* Director

Phillip J. Hildebrand* Director

Maryann L. Ingenito* Vice President and Controller (Principal
Accounting Officer)

Richard M. Kernan, Jr.* Director

Robert D. Rock* Senior Vice President and Director

Frederick J. Sievert* President and Director (Principal Executive
Officer)

Seymour Sternberg* Director

George J. Trapp* Director

*By /s/ David J. Krystel
--------------------
David J. Krystel
Attorney-in-Fact
February 25, 1999