MUTUAL OF AMERICA SEPARATE ACCOUNT NO 2
497, 2000-05-03
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<PAGE>

PROSPECTUSES OF
- ---------------

             MUTUAL OF AMERICA SEPARATE ACCOUNT NO.2

             SECTION 457 CONTRACT

             AND

             MUTUAL OF AMERICA INVESTMENT CORPORATION

             SCUDDER VARIABLE LIFE INVESTMENT FUND

             AMERICAN CENTURY VP CAPITAL APPRECIATION FUND

             CALVERT SOCIAL BALANCED PORTFOLIO

             FIDELITY INVESTMENTS-REGISTERED TRADEMARK- VARIABLE INSURANCE
             PRODUCTS FUND:
             EQUITY-INCOME PORTFOLIO

             AND

             FIDELITY INVESTMENTS-REGISTERED TRADEMARK- VARIABLE INSURANCE
             PRODUCTS FUND II:
             ASSET MANAGER AND CONTRAFUND PORTFOLIOS





             MAY 1, 2000

             ----------------------------------------------------------------
                                                       MUTUAL OF AMERICA
         457                                           LIFE INSURANCE COMPANY

<PAGE>
PROSPECTUS
- --------------------------------------------------------------------------------

                    VARIABLE ACCUMULATION ANNUITY CONTRACTS
                             FOR SECTION 457 PLANS

                                   Issued By
                    MUTUAL OF AMERICA LIFE INSURANCE COMPANY
                   320 Park Avenue, New York, New York 10022

                                  Through its
                             SEPARATE ACCOUNT NO. 2
   -------------------------------------------------------------------------

THE CONTRACTS--We offer group variable accumulation annuity contracts
(CONTRACTS) to fund deferred compensation plans that meet the requirements of
Section 457(b) of the Internal Revenue Code (PLANS).

A PARTICIPANT or YOU means an employee who is participating in an employer's
Plan. Your Deferred Compensation Amounts are:

   -   amounts the Contractholder (or your employer) contributes on your
       behalf from salary that you have elected to defer, within the limits
       of Section 457 and the Plan, and

   -   if a Plan permits, amounts your employer contributes on your behalf
       that are in addition to the salary you have deferred.

A Contract can help you accumulate funds for retirement and other long-term
financial needs. You may apply your Account Balance for retirement benefits at a
future date, in the manner your Plan permits.

INVESTMENT ALTERNATIVES FOR YOUR ACCOUNT BALANCE--You may allocate your Account
Balance to any of the Funds of Mutual of America Separate Account No. 2 or to
our General Account. You may transfer all or any part of your Account Balance
among the available Investment Alternatives at any time, without charge. The
Separate Account Funds currently invest in these funds or portfolios of mutual
funds (the UNDERLYING FUNDS), which will have varying investment returns and
performance:

   -   MUTUAL OF AMERICA INVESTMENT CORPORATION: Equity Index Fund, All
       America Fund, Mid-Cap Equity Index Fund, Aggressive Equity Fund,
       Composite Fund, Bond Fund, Mid-Term Bond Fund, Short-Term Bond Fund
       and Money Market Fund;

   -   SCUDDER VARIABLE LIFE INVESTMENT FUND: Capital Growth Portfolio, Bond
       Portfolio and International Portfolio;

   -   FIDELITY INVESTMENTS-REGISTERED TRADEMARK- VARIABLE INSURANCE PRODUCTS
       FUNDS: Equity-Income Portfolio of the Variable Insurance Products
       Fund, and Contrafund Portfolio and Asset Manager Portfolio of the
       Variable Insurance Products Fund II;

   -   CALVERT SOCIAL BALANCED PORTFOLIO of Calvert Variable Series, Inc.;
       and

   -   AMERICAN CENTURY VP CAPITAL APPRECIATION FUND, of American Century
       Variable Portfolios, Inc.

WE DO NOT GUARANTEE THE INVESTMENT PERFORMANCE OF ANY SEPARATE ACCOUNT FUND. You
have the entire investment risk, including the risk of a decline in value, for
amounts you allocate to a Separate Account Fund.

We pay a fixed rate of interest on your Account Balance in our General Account,
and we change the rate from time to time. This Prospectus describes the Separate
Account Fund Investment Alternatives, but there is a brief description of the
General Account under "Our General Account".

STATEMENT OF ADDITIONAL INFORMATION--You may obtain at no charge a Statement of
Additional Information (an SAI), dated May 1, 2000, about the Contracts and the
Separate Account by writing to us at the address at the top of this page or by
calling 1-212-224-1600. We have filed the SAI with the Securities and Exchange
Commission and incorporate it by reference into this Prospectus. The table of
contents for the SAI is at the end of this Prospectus for your review.

PROSPECTUSES--You should read this Prospectus before you purchase a Contract or
elect to become a Participant, and you should keep it for future reference. This
Prospectus is not valid unless the prospectuses of the Underlying Funds, which
you also should read, are attached to it.

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

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

DATED: MAY 1, 2000
<PAGE>
                               TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                           <C>
                                                              Page
                                                              ----
TABLE OF ANNUAL EXPENSES....................................     1
SUMMARY OF INFORMATION IN THIS PROSPECTUS...................     3
ABOUT MUTUAL OF AMERICA AND THE SEPARATE ACCOUNT............     6
UNDERLYING FUNDS INVESTED IN BY OUR SEPARATE ACCOUNT........     7
CHARGES YOU WILL PAY........................................    11
    Administrative Charges..................................    11
    Distribution Expense Charge.............................    11
    Expense Risk Charge.....................................    11
    Expenses of the Underlying Funds........................    12
    Premium Taxes...........................................    12
PURCHASE OF A CONTRACT AND DEFERRED COMPENSATION AMOUNTS....    12
    Purchase of a Contract; Participation...................    12
    Payment of Deferred Compensation Amounts................    13
    Limits on Deferred Compensation Amounts.................    13
    Allocation of Deferred Compensation Amounts.............    13
YOUR ACCOUNT BALANCE IN THE SEPARATE ACCOUNT FUNDS..........    14
OUR PAYMENT OF ACCOUNT BALANCE TO YOU OR A BENEFICIARY......    15
    Your Right to Transfer Among Investment Alternatives....    15
    Your Right to Make Withdrawals..........................    15
    When You Must Take Minimum Distributions................    16
    How to Tell Us an Amount to Transfer or Withdraw........    16
    Death Benefit Prior to Annuity Commencement Date........    16
    Discontinuance of a Contract............................    17
    When We May Postpone Payments...........................    17
ACCOUNT BALANCE APPLIED FOR ANNUITY PAYMENTS................    18
    Amount of Annuity Payments; Annuity Commencement Date...    18
    Contractholder and Participant Payment Relationship.....    18
    Available Forms of Annuity..............................    18
    Death Benefit After Annuity Commencement Date...........    19
OUR GENERAL ACCOUNT.........................................    19
HOW TO CONTACT US AND GIVE US INSTRUCTIONS..................    20
ADMINISTRATIVE MATTERS......................................    21
    Confirmation Statements to Participants.................    21
    Designation of Beneficiary..............................    21
    Certain Administrative Provisions.......................    22
    Participation in Divisible Surplus......................    22
FEDERAL TAX INFORMATION FOR PARTICIPANTS....................    23
YOUR VOTING RIGHTS FOR MEETINGS OF THE UNDERLYING FUNDS.....    24
PERFORMANCE INFORMATION FOR THE SEPARATE ACCOUNT FUNDS......    24
FUNDING AND OTHER CHANGES WE MAY MAKE.......................    25
DEFINITIONS WE USE IN THIS PROSPECTUS.......................    26
OUR STATEMENT OF ADDITIONAL INFORMATION.....................    28
APPENDIX A: UNIT VALUE INFORMATION FOR THE SEPARATE ACCOUNT
FUNDS.......................................................    29
</TABLE>

THIS PROSPECTUS DOES NOT OFFER THE CONTRACTS IN ANY JURISDICTION WHERE WE MAY
NOT LAWFULLY OFFER THEM FOR SALE. WE HAVE NOT AUTHORIZED ANY SALESPERSON OR
OTHER PERSON TO GIVE INFORMATION OR MAKE REPRESENTATIONS ABOUT THE CONTRACTS
OTHER THAN AS IN THIS PROSPECTUS. IF YOU RECEIVE UNAUTHORIZED INFORMATION OR
REPRESENTATIONS, YOU MUST NOT RELY ON THEM IN MAKING YOUR PURCHASE DECISION.
<PAGE>
                            TABLE OF ANNUAL EXPENSES
- --------------------------------------------------------------------------------

    The first part of the table below shows the expenses of the Separate
    Account Funds and the second part shows the expenses of the Underlying
    Funds. The table reflects 1999 expenses, except that the Separate
    Account's Risk Fee and Total Separate Account Expenses have been
    restated to reflect lower expenses effective on May 1, 2000.
<TABLE>
<CAPTION>
                                                 INVESTMENT COMPANY
                                  -------------------------------------------------                  FIDELITY
                                            ALL AMERICA,      MID-CAP               -------------------------------------------
                                          COMPOSITE, BOND,  EQUITY INDEX                 VIP                          VIP II
                                  MONEY  MID-TERM BOND, AND     AND      AGGRESSIVE    EQUITY-         VIP II          ASSET
                                  MARKET  SHORT-TERM BOND   EQUITY INDEX   EQUITY      INCOME        CONTRAFUND       MANAGER
                                  ------ ------------------ ------------ ---------- -------------    -----------    -----------
<S>                               <C>    <C>                <C>          <C>        <C>              <C>            <C>
PARTICIPANT TRANSACTION
  EXPENSES
  Sales Load or Deferred Sales
    Load......................     None              None       None          None         None            None           None
  Surrender or Exchange
    Fees......................     None              None       None          None         None            None           None
ANNUAL CONTRACT FEE(1)........    $  24         $      24     $   24     $      24   $       24      $       24     $       24
                                  =====         =========     ======     =========   ==========      ==========     ==========
SEPARATE ACCOUNT ANNUAL
  EXPENSES
  (as a percentage of average
    net assets)
  Expense Risk Fee(2).........      .15%              .15%       .15%          .15%         .15%            .15%           .15%
                                  -----         ---------     ------     ---------   ----------      ----------     ----------
  Account Fees and Expenses
      Administrative Charges
        (after
        reimbursement)(3).....      .40%              .40%       .40%          .40%         .30%            .30%           .30%
      Distribution Expense
        Charge................      .35               .35        .35           .35          .35             .35            .35
                                  -----         ---------     ------     ---------   ----------      ----------     ----------
    Total Account Fees and
      Expenses(3).............      .75               .75        .75           .75          .65             .65            .65
                                  -----         ---------     ------     ---------   ----------      ----------     ----------
  TOTAL SEPARATE ACCOUNT
    EXPENSES(2)...............      .90%              .90%       .90%          .90%         .80%            .80%           .80%
                                  =====         =========     ======     =========   ==========      ==========     ==========
UNDERLYING FUND ANNUAL
  EXPENSES
  (as a percentage of average
    net assets)
  Management Fees.............      .25%              .50%      .125%          .85%         .48%            .58%           .53%
  Other Expenses (after
    reimbursement)(4).........     None              None       None          None          .09             .09            .10%
                                  -----         ---------     ------     ---------   ----------      ----------     ----------
  TOTAL UNDERLYING FUND
    EXPENSES (AFTER
    REIMBURSEMENT)............      .25%              .50%      .125%          .85%         .57%(5)         .67%(5)        .63%(5)
                                  =====         =========     ======     =========   ==========      ==========     ==========

<CAPTION>

                                                SCUDDER                    AMERICAN
                                ---------------------------------------   CENTURY VP     CALVERT
                                  CAPITAL                                  CAPITAL       SOCIAL
                                  GROWTH        BOND      INTERNATIONAL  APPRECIATION   BALANCED
                                -----------  -----------  -------------  ------------  -----------
<S>                             <C>          <C>          <C>            <C>           <C>
PARTICIPANT TRANSACTION
  EXPENSES
  Sales Load or Deferred Sales
    Load......................        None         None           None          None         None
  Surrender or Exchange
    Fees......................        None         None           None          None         None
ANNUAL CONTRACT FEE(1)........  $       24   $       24     $       24    $       24   $       24
                                ==========   ==========     ==========    ==========   ==========
SEPARATE ACCOUNT ANNUAL
  EXPENSES
  (as a percentage of average
    net assets)
  Expense Risk Fee(2).........         .15%         .15%           .15%          .15%         .15%
                                ----------   ----------     ----------    ----------   ----------
  Account Fees and Expenses
      Administrative Charges
        (after
        reimbursement)(3).....         .40%         .40%           .40%          .20%         .40%
      Distribution Expense
        Charge................         .35          .35            .35           .35          .35
                                ----------   ----------     ----------    ----------   ----------
    Total Account Fees and
      Expenses(3).............         .75          .75            .75           .55          .75
                                ----------   ----------     ----------    ----------   ----------
  TOTAL SEPARATE ACCOUNT
    EXPENSES(2)...............         .90%         .90%           .90%          .70%         .90%
                                ==========   ==========     ==========    ==========   ==========
UNDERLYING FUND ANNUAL
  EXPENSES
  (as a percentage of average
    net assets)
  Management Fees.............         .46%         .48%           .85%         1.00%         .70%
  Other Expenses (after
    reimbursement)(4).........         .03          .09            .18          None          .19
                                ----------   ----------     ----------    ----------   ----------
  TOTAL UNDERLYING FUND
    EXPENSES (AFTER
    REIMBURSEMENT)............         .49%         .57%          1.03%         1.00%         .89%(6)
                                ==========   ==========     ==========    ==========   ==========
</TABLE>

- ------------------------------
     (1) You pay a monthly amount of $2.00, or 1/12 of 1% of your Account
       Balance for the month if that amount would be less than $2.00. The
       above table reflects for each Separate Account Fund the full monthly
       charge, as though you had allocated your Account Balance only to
       that Fund. We will waive the $2.00 charge for any month when your
       Plan has at least 500 Participants or $5 million in Plan assets. In
       addition, an employer may elect to pay your monthly charges, in
       which case we do not deduct the monthly Participant charge. See
       "Charges You Will Pay--Administrative Charges".
     (2) The Separate Account's Risk Fees and Total Separate Account
       Expenses have been restated to reflect the elimination of the
       mortality risk fee of .35% as of May 1, 2000. During 1999, the
       Mortality and Expense Risk Fees and the Total Separate Account
       Expenses were .50% and 1.25%, respectively.
     (3) The investment adviser for the American Century VP Capital
       Appreciation Fund reimburses us at an annual rate of up to .20% for
       administrative expenses, and the transfer agent and distributor for
       the Fidelity Portfolios reimburse us at an annual rate of .10% for
       certain services we provide. The administrative expense for the
       corresponding Separate Account Funds would be .40% if the
       reimbursement arrangements ended. SEE "Charges You Will
       Pay--Administrative Charges".
     (4) The investment adviser for the Investment Company voluntarily
       limits the expenses of each Investment Company Fund to its
       investment advisory fee. The investment adviser for the American
       Century VP Capital Appreciation Fund pays the expenses of that Fund
       other than the investment advisory fee. The prospectuses of the
       Underlying Funds more fully describe the Funds' management fees and
       other expenses.
     (5) A portion of the brokerage commissions that these Portfolios pay
       was used to reduce their expenses. In addition, the Portfolios have
       entered into arrangements with their custodian and transfer agent
       whereby interest earned on uninvested cash balances reduces
       custodian and transfer agent expenses. Including these reductions,
       total operating expenses for the VIP Equity-Income Portfolio and the
       VIP II Contrafund and Asset Manager Portfolios for 1999 would have
       been .56%, .65% and .62%, respectively.
     (6) "Other Expenses" reflects an indirect fee, and the Portfolio's
       total operating expenses for 1999 after reductions for fees paid
       indirectly would be 0.86%.

                                       1
<PAGE>
EXAMPLES
- --------------------------------------------------------------------------------

The examples below show the expenses that you would pay, assuming a $1,000
investment and a 5% annual rate of return on assets. We do not impose a
surrender charge when you make a withdrawal of Account Balance. As a result, the
expenses would be the same whether or not you surrender the Account Balance at
the end of the applicable time period.

<TABLE>
<CAPTION>
                                                               1 YEAR    3 YEARS    5 YEARS    10 YEARS
                                                              --------   --------   --------   --------
<S>                                                           <C>        <C>        <C>        <C>
EXAMPLE FOR INVESTMENT COMPANY EQUITY INDEX AND MID-CAP
  EQUITY INDEX FUNDS
  Expenses on a $1,000 investment, assuming a 5% annual
    return on assets:                                           $12        $38        $ 67       $153
EXAMPLE FOR INVESTMENT COMPANY ALL AMERICA, BOND, SHORT-TERM
  BOND, MID-TERM BOND AND COMPOSITE FUNDS
  Expenses on a $1,000 investment, assuming a 5% annual
    return on assets:                                           $16        $50        $ 88       $201
EXAMPLE FOR INVESTMENT COMPANY AGGRESSIVE EQUITY FUND
  Expenses on a $1,000 investment, assuming a 5% annual
    return on assets:                                           $20        $62        $108       $246
EXAMPLE FOR INVESTMENT COMPANY MONEY MARKET FUND
  Expenses on a $1,000 investment, assuming a 5% annual
    return on assets:                                           $13        $42        $ 74       $169
EXAMPLE FOR SCUDDER CAPITAL GROWTH FUND
  Expenses on a $1,000 investment, assuming a 5% annual
    return on assets:                                           $16        $50        $ 88       $201
EXAMPLE FOR SCUDDER BOND FUND
  Expenses on a $1,000 investment, assuming a 5% annual
    return on assets:                                           $17        $53        $ 92       $210
EXAMPLE FOR SCUDDER INTERNATIONAL FUND
  Expenses on a $1,000 investment, assuming a 5% annual
    return on assets:                                           $22        $68        $119       $271
EXAMPLE FOR FIDELITY VIP EQUITY-INCOME FUND
  Expenses on a $1,000 investment, assuming a 5% annual
    return on assets:                                           $16        $50        $ 88       $198
EXAMPLE FOR FIDELITY VIP II CONTRAFUND
  Expenses on a $1,000 investment, assuming a 5% annual
    return on assets:                                           $17        $54        $ 94       $214
EXAMPLE FOR FIDELITY VIP II ASSET MANAGER FUND
  Expenses on a $1,000 investment, assuming a 5% annual
    return on assets:                                           $16        $52        $ 91       $206
EXAMPLE FOR CALVERT SOCIAL BALANCED FUND
  Expenses on a $1,000 investment, assuming a 5% annual
    return on assets:                                           $20        $62        $108       $246
EXAMPLE FOR AMERICAN CENTURY VP CAPITAL APPRECIATION FUND
  Expenses on a $1,000 investment, assuming a 5% annual
    return on assets:                                           $19        $59        $104       $237
</TABLE>

These examples are to assist you in understanding the various costs and expenses
that you will pay, directly or indirectly, under a Contract. The examples
reflect the expenses of the Separate Account, as well as those of the Underlying
Funds, as they were for the year ended December 31, 1999. ACTUAL EXPENSES FOR
PERIODS AFTER 1999 MAY BE GREATER OR LESS THAN THE EXPENSES ON WHICH WE BASED
THE EXAMPLES.

We assumed a 5% annual rate of return in the examples for illustration purposes.
THE 5% RATE DOES NOT REPRESENT AND IS NOT A GUARANTEE OF THE SEPARATE ACCOUNT
FUNDS' PAST OR FUTURE INVESTMENT PERFORMANCE. Each example also assumed an
annual contract fee of $1.62 per $1,000 of value in the Separate Account Fund,
based on an average Account Balance of $14,812. The expenses shown do not
include any premium taxes that may be payable.

ACCUMULATION UNIT VALUES FOR THE SEPARATE ACCOUNT FUNDS
- --------------------------------------------------------------------------------

For information about the Accumulation Unit values of each of the Separate
Account Funds over a period of time, you should see Appendix A to this
Prospectus. The Unit values reflect the investment performance and expenses of
the Underlying Funds and the charges we assess on the assets of the Separate
Account Funds. You may obtain a copy of the Separate Account's most recent
semi-annual or annual financial statements by calling us at 1-800-468-3785.

                                       2
<PAGE>
                   SUMMARY OF INFORMATION IN THIS PROSPECTUS
- --------------------------------------------------------------------------------

The discussion below is a summary of information in the Prospectus. The
references in the Summary direct you to particular sections in the Prospectus
where you will find more detailed explanations.

CONTRACT OFFERED
- --------------------------------------------------------------------------------

We offer group annuity accumulation contracts for use with eligible deferred
compensation plans that employers have adopted pursuant to Section 457 of the
Code. Only States and state governmental entities (GOVERNMENTAL UNITS),
organizations exempt from taxation under the Code, and trustees of Plans adopted
by Governmental units or tax-exempt organizations qualify to be Contractholders.
We issue a Contract to a Contractholder, which owns the Contract.

An employee's participation in the Contractholder's deferred compensation plan
is usually voluntary.

Amounts that you and other Participants accumulate under a Contract, as well as
other assets of the Plan, belong to the Contractholder. The general rule is that
assets under a Contract are subject to the claims of the Contractholder's
creditors. Plans of Governmental units, however, must provide that all assets
will be held for the exclusive benefit of Participants in a trust or in a
custodial account or group annuity contract that are treated as trusts under
Section 457 of the Code. This requirement does not apply to a Plan maintained by
an organization exempt from taxation under the Code that is not a Governmental
unit.

You may obtain Federal income tax benefits provided under Section 457 of the
Code for your Deferred Compensation Amounts. Section 457 permits you to defer
the recognition of income if certain requirements are met. REFER TO "FEDERAL TAX
INFORMATION FOR PARTICIPANTS".

DEFERRED COMPENSATION AMOUNTS
- --------------------------------------------------------------------------------

You may defer compensation in whatever amounts and at whatever frequency you
desire, subject to limitations under the Code and your Plan. If your Plan
permits, your employer also may send us Deferred Compensation Amounts for you
that are in addition to the salary you have deferred. The minimum remittance
that a Contractholder may send to us is $10. REFER TO "PURCHASE OF A CONTRACT
AND DEFERRED COMPENSATION AMOUNTS".

A Plan may provide that you must pay certain Plan expenses, such as accounting,
legal or consulting fees or expenses of a Deferred Compensation committee or
administrative board. The Contractholders may deduct those expenses before
sending Deferred Compensation Amounts to us.

The Contracts permit a Contractholder to send Deferred Compensation Amounts to
us from time to time. A Plan, the Code or State or local law may require a
Contractholder to send the Amounts within a certain time period.

INVESTMENT ALTERNATIVES FOR YOUR ACCOUNT BALANCE
- --------------------------------------------------------------------------------

You may allocate your Account Balance among the General Account and one or more
of the Separate Account Funds (unless your Plan restricts use of any Investment
Alternative). You also may change your allocation instructions at any time for
future Deferred Compensation Amounts, and you may transfer all or part of your
Account Balance among the available Investment Alternatives at any time.

THE GENERAL ACCOUNT.  We pay interest on the portion of your Account Balance you
allocate to our General Account, at an effective annual rate of at least 3%. In
our discretion, we change the current rate of interest from time to time. We
have the full investment risk for amounts you allocate to the General Account.
This Prospectus serves as a disclosure document for the Separate Account
Investment Alternatives under the Contracts. You may refer to "Our General
Account" for a brief description of the General Account.

THE SEPARATE ACCOUNT.  The Separate Account has Funds, or sub-accounts. The name
of each Fund corresponds to the name of its Underlying Fund. When you allocate
Deferred Compensation Amounts or transfer Account Balance to a Separate Account
Fund, the Fund purchases shares in its Underlying Fund.
                                       3
<PAGE>
A Separate Account Fund is called a "variable option", because you have the
investment risk that your Account Balance in the Fund will increase or decrease
based on the investment performance of the Underlying Fund.

UNDERLYING FUNDS INVESTED IN BY THE SEPARATE ACCOUNT
- --------------------------------------------------------------------------------

The Separate Account Funds currently invest in seventeen Underlying Funds, which
have different investment objectives, investment policies and risks. You should
refer to "Underlying Funds Invested in by Our Separate Account" for more
information about the Underlying Funds' investment objectives, and to the
prospectuses of the Underlying Funds that are attached to this Prospectus.

CHARGES UNDER THE CONTRACTS
- --------------------------------------------------------------------------------

We deduct several charges from the net assets of each Separate Account Fund.
REFER TO "CHARGES YOU WILL PAY". The charges include:

   -   an administrative expense charge at an annual rate of 0.40% (except
       that currently the annual rate for the American Century VP Capital
       Appreciation Fund is 0.20% and the annual rate for the Funds that
       invest in the Fidelity Portfolios is 0.30%);

   -   a charge at an annual rate of 0.35% for expenses related to the
       distribution of the Contracts; and

   -   a charge at an annual rate of 0.15% for assuming certain expense risks
       under the Contracts.

We also deduct from your Account Balance a monthly administrative expense
charge. The charge is $2.00 if you have an Account Balance of $2,400 or more
during the month, or 1/12 of 1% of the Account Balance (which will be less than
$2.00) if your Account Balance is less than $2,400 in any month. We will waive
the $2.00 monthly charge if your Plan has 500 or more Participants or at least
$5 million in Plan assets during the month. REFER TO "CHARGES YOU WILL
PAY--ADMINISTRATIVE CHARGES".

RESERVATION OF RIGHTS.  We reserve the right to increase or decrease the
administrative expense charge, the monthly administrative charge and the expense
risk charge within the limits imposed under the Contracts, and the right to
deduct from Deferred Compensation Amounts any applicable State premium taxes.
State insurance provisions or federal securities laws may limit the amount of
any additional charges that we may impose.

EXPENSES OF THE UNDERLYING FUNDS.  A Separate Account Fund's value is based on
the shares it owns of the Underlying Fund. As a result, the investment
management fees and other expenses the Underlying Funds pay will impact the
value of the Separate Account Funds. You should refer to the attached
prospectuses of the Underlying Funds for a complete description of their
expenses and deductions from net assets.

TRANSFERS AND WITHDRAWALS OF ACCOUNT BALANCE
- --------------------------------------------------------------------------------

During the Accumulation Period, you may transfer all or a portion of your
Account Balance from the Separate Account to the General Account, or from the
General Account to the Separate Account, or among the Funds of the Separate
Account. REFER TO "OUR PAYMENT OF ACCOUNT BALANCE TO YOU OR A BENEFICIARY--YOUR
RIGHT TO TRANSFER AMONG INVESTMENT ALTERNATIVES".

Unless your Plan has different provisions, you may withdraw all or any portion
of your Account Balance when

   -   your employment with the Contractholder (or sponsoring employer) ends
       and you are no longer participating under the Plan,

   -   you reach age 70 1/2, or

   -   you suffer an unforeseen emergency, as defined in the Code and its
       regulations.

If you make partial withdrawals, you usually may tell us a fixed amount to
withdraw each month or a fixed time period in which we are to pay you your
Account Balance, and special rules may apply for the amount
                                       4
<PAGE>
and timing of subsequent withdrawals. REFER TO "OUR PAYMENT OF ACCOUNT BALANCE
TO YOU OR A BENEFICIARY--YOUR RIGHT TO MAKE WITHDRAWALS".

You usually will have taxable income upon any withdrawal of your Account
Balance, payable at ordinary income tax rates on the amount withdrawn. In
addition, we may be required to withhold Federal income taxes or other Federal
or State taxes from the amount you withdraw.

If you reach age 70 1/2 or in certain other circumstances, the Code imposes
minimum distribution requirements for Plans and the Contracts. If you are age
70 1/2 and still employed with the Plan sponsor, you may postpone the minimum
distribution requirements until after you terminate employment. If you are
subject to minimum distribution requirements, you may be required to make
withdrawals of Account Balance, or you may choose to begin receiving Annuity
Payments (if your Plan permits) to meet the requirements. REFER TO "WHEN YOU
MUST TAKE MINIMUM DISTRIBUTIONS".

We may take up to seven days following receipt of your withdrawal request to
process the request and mail a check to you. We currently do not assess a charge
when you transfer Account Balance, but we reserve the right to impose a charge
in the future for transfers.

HOW TO MAKE ALLOCATION CHANGES, TRANSFERS AND WITHDRAWALS
- --------------------------------------------------------------------------------

IN WRITING.  You may give instructions in writing on our forms to change the
allocations among Investment Alternatives for future Deferred Compensation
Amounts, to transfer your Account Balance among Investment Alternatives or to
make withdrawals of Account Balance. REFER TO "HOW TO CONTACT US AND GIVE US
INSTRUCTIONS".

BY TELEPHONE OR INTERNET.  Using the Personal Identification Number (PIN) we
have assigned, you may call us at 1-800-468-3785 or visit our website at
www.mutualofamerica.com to change allocation instructions for future Deferred
Compensation Amounts and to transfer among Investment Alternatives. You may not
make withdrawals by telephone or Internet. REFER TO "HOW TO CONTACT US AND GIVE
US INSTRUCTIONS".

OUR HOME OFFICE, PROCESSING CENTER AND REGIONAL OFFICES.  Our home office
address is 320 Park Avenue, New York, New York 10022. The address for our
Financial Transaction Processing Center, where you may send requests for
allocation changes or transfers among Investment Alternatives, is 1150 Broken
Sound Parkway, NW, Boca Raton, FL 33487. You may check the address for the
Regional Office that provides other services for your Contract by calling
1-800-468-3785 or by visiting our Web site at www.mutualofamerica.com.

CONFIRMATION STATEMENTS.  We will send you confirmation statements (which may be
part of your quarterly statements) for your allocation changes and for your
Deferred Compensation Amounts, transfers of Account Balance and withdrawals of
Account Balance. You must promptly notify us of any error in a confirmation
statement (which may be a quarterly statement) or you will give up your right to
have us correct the error. REFER TO "ADMINISTRATIVE MATTERS--CONFIRMATION
STATEMENTS TO PARTICIPANTS".

DEATH BENEFITS DURING THE ACCUMULATION PERIOD
- --------------------------------------------------------------------------------

If you were to die before the Annuity Commencement Date, we will pay a death
benefit to your Beneficiary.

The amount of the death benefit will be your Account Balance as of the date we
receive proof of death and the election by the Beneficiary(ies) instructing us
how we should pay the death benefit. The Beneficiary will select the form of
death benefit, which may be a lump sum, a form of annuity or fixed payments.
REFER TO "OUR PAYMENT OF ACCOUNT BALANCE TO YOU OR A BENEFICIARY--DEATH BENEFIT
PRIOR TO ANNUITY COMMENCEMENT DATE" AND "FEDERAL TAX INFORMATION FOR
PARTICIPANTS".

FORMS OF RETIREMENT BENEFITS OR WITHDRAWALS
- --------------------------------------------------------------------------------

Your Plan will set forth the form in which you may make withdrawals or obtain
retirement benefits. Depending on your Plan, you may take your Account Balance
in one lump sum payment, in installment payments or otherwise over a period of
time. Some Plans allow you to apply your Account Balance for
                                       5
<PAGE>
Annuity Payments from us, with the amount of the monthly payments fixed at the
same amount every month and based on the form of annuity you select and your
Account Balance at the Annuity Commencement Date. REFER TO "OUR PAYMENT OF
ACCOUNT BALANCE TO YOU OR A BENEFICIARY" AND "ACCOUNT BALANCE APPLIED FOR
ANNUITY PAYMENTS".

CANCELLATION RIGHT
- --------------------------------------------------------------------------------

You may surrender for cancellation a 457 Plan Certificate within ten days after
you have received it (or within a longer period if your State requires it). We
will refund all Deferred Compensation Amounts you allocated to the General
Account, plus the value on the surrender date of your Account Balance allocated
to the Separate Account, unless your State requires that all Deferred
Compensation Amounts to the Separate Account be refunded.

                ABOUT MUTUAL OF AMERICA AND THE SEPARATE ACCOUNT
- --------------------------------------------------------------------------------

We are a mutual life insurance company organized under the laws of the State of
New York. We are authorized to transact business in 50 states and the District
of Columbia. Our home office address is 320 Park Avenue, New York, New York
10022. The Insurance Company was incorporated in 1945 as a nonprofit retirement
association to provide retirement and other benefits for non-profit
organizations and their employees in the health and welfare field. In 1978 we
reorganized as a mutual life insurance company.

We provide group and individual annuities and related services for the pension,
retirement, and long-range savings needs of non-profit, social welfare,
charitable, religious, educational and government organizations and their
employees. We invest the assets we derives from our business as permitted under
applicable state law. As of December 31, 1999, we had total assets, on a
consolidated basis, of approximately $11 billion. We are registered as a
broker-dealer under the Securities Exchange Act of 1934, and also are registered
as an investment adviser under the Investment Advisers Act of 1940.

Our operations as a life insurance company are reviewed periodically by various
independent rating agencies. These agencies, such as A.M. Best Company,
Standard & Poor's Insurance Rating Service and Duff & Phelps Credit Rating
Company, publish their ratings. From time to time we reprint and distribute the
rating reports in whole or in part, or summaries of them, to the public. The
ratings concern our operation as a life insurance company and do not imply any
guarantees of performance of the Separate Account.

OUR SEPARATE ACCOUNT
- --------------------------------------------------------------------------------

We established the Separate Account under a resolution adopted by our Board of
Directors on September 22, 1983. The Separate Account is registered with the
Securities and Exchange Commission (COMMISSION) as a unit investment trust under
the Investment Company Act of 1940 (1940 ACT). The Commission does not supervise
the management or investment practices or policies of the Separate Account or
Mutual of America. The 1940 Act, however, does regulate certain actions by the
Separate Account.

We divide the Separate Account into distinct Funds. Each Fund invests its assets
in an Underlying Fund, and the name of each Separate Account Fund reflects the
name of the corresponding Underlying Fund. See "Underlying Funds Invested in by
Our Separate Account" below.

The assets of the Separate Account are our property. The Separate Account assets
attributable to Participants' Account Balances and attributable to any other
annuity contracts funded through the Separate Account cannot be charged with
liabilities from other businesses that we conduct. The income, capital gains and
capital losses of each Fund of the Separate Account are credited to, or charged
against, the net assets held in that Fund. We separately determine each Fund's
net assets, without regard to the income, capital gains and capital losses from
any of the other Funds of the Separate Account or from any other business that
we conduct.

                                       6
<PAGE>
The Separate Account and Mutual of America are subject to supervision and
regulation by the Superintendent of Insurance of the State of New York, and by
the insurance regulatory authorities of each State.

OTHER VARIABLE ANNUITY CONTRACTS WE ISSUE
- --------------------------------------------------------------------------------

In addition to the Contracts described in this Prospectus, we offer other
individual and group variable annuity contracts, some of which are not described
in this Prospectus but which also participate in the Separate Account.

              UNDERLYING FUNDS INVESTED IN BY OUR SEPARATE ACCOUNT
- --------------------------------------------------------------------------------

Below are summaries of the Underlying Funds' investment objectives and certain
investment policies. The Underlying Funds sell their shares to the separate
accounts of insurance companies and do not offer them for sale to the general
public.

You will find more detailed information about the Underlying Funds in their
current prospectuses, which are attached to this Prospectus. You should read
each prospectus for a complete evaluation of the Underlying Funds, their
investment objectives, principal investment strategies and the risks related to
those strategies.

EQUITY INDEX FUND OF THE INVESTMENT COMPANY
- --------------------------------------------------------------------------------

The investment objective of the Equity Index Fund is to provide investment
results that correspond to the performance of the Standard & Poor's Composite
Index of 500 Stocks (the S&P 500 INDEX-REGISTERED TRADEMARK-).* The Fund invests
primarily in common stocks that are included in the S&P 500 Index.

ALL AMERICA FUND OF THE INVESTMENT COMPANY
- --------------------------------------------------------------------------------

The investment objective of the All America Fund is to outperform the S&P 500
Index by investing in a diversified portfolio of primarily common stocks.

The Fund invests approximately 60% of its assets (the INDEXED ASSETS) to provide
investment results that correspond to the performance of the S&P 500 Index. The
Fund invests the remaining approximately 40% of its assets (the ACTIVE ASSETS)
to seek to achieve a high level of total return, through both appreciation of
capital and, to a lesser extent, current income, by means of a diversified
portfolio of primarily common stocks with a broad exposure to the market.

MID-CAP EQUITY INDEX FUND OF THE INVESTMENT COMPANY
- --------------------------------------------------------------------------------

The investment objective of the Mid-Cap Equity Index Fund is to provide
investment results that correspond to the performance of the S&P MidCap 400
Index-Registered Trademark-.* The Fund invests primarily in common stocks that
are included in the S&P MidCap 400 Index.

AGGRESSIVE EQUITY FUND OF THE INVESTMENT COMPANY
- --------------------------------------------------------------------------------

The investment objective of the Aggressive Equity Fund is capital appreciation,
by investing in companies believed to possess above-average growth potential and
in companies believed to possess valuable assets or whose securities are
undervalued in the marketplace in relation to factors such as the company's

- ------------------------
* Standard & Poor's, S&P, S&P 500 and S&P MidCap 400 are trademarks of The
  McGraw-Hill Companies, Inc. and have been licensed for use by the Investment
  Company. Standard & Poor's does not sponsor, endorse, sell or promote the
  Equity Index Fund, All America Fund or Mid-Cap Equity Index Fund. It has no
  obligation or liability for the sale or operation of the Funds and makes no
  representations as to the advisability of investing in the Funds.
                                       7
<PAGE>
assets, earnings or growth potential. In utilizing the investment styles of
growth and value stock selection, the Adviser anticipates that the percentage of
the Fund's assets in either category will range between 40% and 60%.

COMPOSITE FUND OF THE INVESTMENT COMPANY
- --------------------------------------------------------------------------------

The investment objective of the Composite Fund is to achieve as high a total
rate of return, through both appreciation of capital and current income, as is
consistent with prudent investment risk by means of a diversified portfolio of
publicly-traded common stocks, debt securities and money market instruments. The
Fund seeks to achieve long-term growth of its capital and increasing income by
investments in common stock and other equity-type securities, and a high level
of current income through investments in publicly-traded debt securities and
money market instruments.

BOND FUND OF THE INVESTMENT COMPANY
- --------------------------------------------------------------------------------

The primary investment objective of the Bond Fund is to provide as high a level
of current income over time as is believed to be consistent with prudent
investment risk. A secondary objective is preservation of capital.

The Bond Fund seeks to achieve its objective by investing primarily in
investment grade, publicly-traded debt securities, such as bonds, U.S.
Government and agency securities, including mortgage-backed securities, and zero
coupon securities.

MID-TERM BOND FUND OF THE INVESTMENT COMPANY
- --------------------------------------------------------------------------------

The primary investment objective of the Mid-Term Bond Fund is to provide as high
a level of current income over time as is believed to be consistent with prudent
investment risk. A secondary objective is preservation of capital. The average
maturity of the Fund's securities will be between three and seven years.

The Mid-Term Bond Fund seeks to achieve its objective by investing primarily in
investment grade, publicly-traded debt securities, such as bonds, U.S.
Government and agency securities, including mortgage-backed securities, and zero
coupon securities.

SHORT-TERM BOND FUND OF THE INVESTMENT COMPANY
- --------------------------------------------------------------------------------

The primary investment objective of the Short-Term Bond Fund is to provide as
high a level of current income over time as is believed to be consistent with
prudent investment risk. A secondary objective is preservation of capital. The
average maturity of the Fund's securities will be between one and three years.

The Short-Term Bond Fund seeks to achieve its objective by investing primarily
in investment grade, publicly-traded debt securities, such as bonds, U.S.
Government and agency securities, including mortgage-backed securities, and in
money market instruments.

MONEY MARKET FUND OF THE INVESTMENT COMPANY
- --------------------------------------------------------------------------------

The investment objective of the Money Market Fund is the realization of high
current income to the extent consistent with the maintenance of liquidity,
investment quality and stability of capital.

The Money Market Fund invests only in money market instruments and other
short-term securities. Neither the Federal Deposit Insurance Corporation nor any
other U.S. Government agency insures or guarantees the Separate Account's
investments in shares of the Money Market Fund.

SCUDDER CAPITAL GROWTH PORTFOLIO
- --------------------------------------------------------------------------------

The investment objective of the Scudder Capital Growth Portfolio is to maximize
long-term capital growth through a broad and flexible investment program.
                                       8
<PAGE>
The Portfolio invests in marketable securities, principally common stocks and,
consistent with its objective of long-term capital growth, preferred stocks. The
Portfolio may invest up to 20% of its assets in intermediate to longer term debt
instruments, depending on market and economic conditions.

SCUDDER BOND PORTFOLIO
- --------------------------------------------------------------------------------

The investment objective of the Scudder Bond Portfolio is to provide a high
level of income consistent with a high quality portfolio of debt securities.

To achieve its objective, the Portfolio invests principally in investment grade
bonds, including those issued by the U.S. Government and its agencies and by
corporations, and other notes and bonds paying high current income. The
Portfolio may invest up to 20% of its assets in non-investment grade debt
securities.

SCUDDER INTERNATIONAL PORTFOLIO
- --------------------------------------------------------------------------------

The investment objective of the Scudder International Portfolio is to seek
long-term growth of capital primarily through diversified holdings of marketable
foreign equity investments.

The Portfolio invests primarily in equity securities of established companies
that do business primarily outside the United States and that are listed on
foreign exchanges. In the event of exceptional conditions abroad, the Portfolio
may temporarily invest all or a portion of its assets in Canadian or U.S.
Government obligations or currencies, or securities of companies incorporated in
and having their principal activities in Canada or the United States.

FIDELITY VIP EQUITY-INCOME PORTFOLIO
- --------------------------------------------------------------------------------

The investment objective of the Equity-Income Portfolio is reasonable income by
investing primarily in income-producing equity securities. In choosing these
securities, the Portfolio also considers the potential for capital appreciation.
The Portfolio's goal is to achieve a yield that exceeds the composite yield on
the securities comprising the S&P 500 Index.

FIDELITY VIP II CONTRAFUND PORTFOLIO
- --------------------------------------------------------------------------------

The investment objective of the Contrafund Portfolio is capital appreciation. It
seeks to increase the value of an investment in the Portfolio over the long term
by investing in securities of companies whose value its adviser believes is not
fully recognized by the public. These securities may be issued by domestic or
foreign companies and many may not be well known. The Portfolio normally invests
primarily in common stocks.

FIDELITY VIP II ASSET MANAGER PORTFOLIO
- --------------------------------------------------------------------------------

The investment objective of the Asset Manager Portfolio is high total return
with reduced risk over the long term by allocating its assets among domestic and
foreign stocks, bonds and short-term and money market instruments.

The Portfolio's adviser normally allocates the Portfolio's assets among the
three asset classes within the following investment parameters: 0-50% in
short-term/money market instruments; 20-60% in bonds; and 30-70% in stocks. The
expected "neutral mix", which the Portfolio's adviser would expect over the long
term, is 10% in short-term/money market instruments, 40% in bonds and 50% in
stocks.

CALVERT SOCIAL BALANCED PORTFOLIO
- --------------------------------------------------------------------------------

The investment objective of Calvert Social Balanced Portfolio is to achieve a
competitive total return through an actively managed non-diversified portfolio
of stocks, bonds and money market instruments that offer income and capital
growth opportunity and satisfy the social concern criteria established for the
Portfolio.
                                       9
<PAGE>
AMERICAN CENTURY VP CAPITAL APPRECIATION FUND
- --------------------------------------------------------------------------------

The investment objective of the American Century VP Capital Appreciation Fund is
capital growth by investing primarily in common stocks that meet certain
fundamental and technical standards of selection and have, in the opinion of the
Fund's manager, better-than-average prospects for appreciation.

INVESTMENT ADVISERS FOR THE UNDERLYING FUNDS
- --------------------------------------------------------------------------------

MUTUAL OF AMERICA INVESTMENT CORPORATION:  The Investment Company receives
investment advice from Mutual of America Capital Management Corporation (the
ADVISER), an indirect wholly-owned subsidiary of Mutual of America. For the
Active Assets of the All America Fund, the Adviser has entered into subadvisory
agreements with Oak Associates, Ltd. and Fred Alger Management, Inc. Each of
these subadvisers provides investment advice for approximately 10% of the net
assets of the All America Fund.

SCUDDER VARIABLE LIFE INVESTMENT FUND:  The Scudder Capital Growth, Bond and
International Portfolios receive investment advice from Scudder Kemper
Investments, Inc.

FIDELITY PORTFOLIOS:  The Equity-Income Portfolio, Contrafund Portfolio and
Asset Manager Portfolio receive investment advice from Fidelity Management &
Research Company.

CALVERT SOCIAL BALANCED PORTFOLIO:  The Portfolio receives investment advice
from Calvert Asset Management Company, Inc., which has entered into a
subadvisory agreement with NCM Capital Management Group, Inc. for the equity
portion of the Portfolio.

AMERICAN CENTURY VP CAPITAL APPRECIATION FUND:  The Fund receives investment
advice from American Century Investment Management, Inc.

SHARED AND MIXED FUND ARRANGEMENTS.  Shares of the Fidelity Portfolios, the
Scudder Portfolios, the American Century VP Capital Appreciation Fund and the
Calvert Social Balanced Portfolio (together, the SHARED FUNDS) currently are
available to the separate accounts of a number of insurance companies. Shares of
Mutual of America Investment Corporation and shares of certain of the Shared
Funds (together, the MIXED FUNDS) currently are available to separate accounts
for both variable annuity and variable life insurance products.

The Board of Directors (or Trustees) of each Shared and Mixed Fund is
responsible for monitoring that Fund for the existence of any material
irreconcilable conflict between the interests of participants in all separate
accounts that invest in the Fund. The Board must determine what action, if any,
the Fund should take in response to an irreconcilable conflict. If we believe
that a response does not sufficiently protect our Contractholders or
Participants, we will take appropriate action, and we may modify or reduce the
Investment Alternatives available to you.

                                       10
<PAGE>
                              CHARGES YOU WILL PAY
- --------------------------------------------------------------------------------

ADMINISTRATIVE CHARGES
- --------------------------------------------------------------------------------

We perform all administrative functions for the Contracts, including receiving
and allocating Deferred Compensation Amounts, making payments or Annuity
Payments as they become due, and preparing and filing all reports that the
Separate Account is required to file. The expenses we incur for administrative
functions include, but are not limited to, items such as state or other taxes,
salaries, rent, postage, telephone, travel, office equipment, costs of outside
legal, actuarial, accounting and other professional services, and costs
associated with determining the unit values of the Separate Account Funds.

We may increase or decrease the daily and monthly administrative charges
described below during the life of the Contract, subject to any limitations in
the Contract or Plan or under State insurance law. The aggregate fees and
charges we impose under the Contracts must be reasonable in relation to the
services we provide, the expenses we expect to incur, and the risks we have
assumed.

SEPARATE ACCOUNT CHARGE.  We deduct, on each Valuation Day, from the value of
the net assets in each Fund of the Separate Account a charge for administrative
expenses at an annual rate of 0.40%, except that we reduce the administrative
charge to the extent we receive a reimbursement for administrative expenses.

   -   For the Separate Account Fund that invests in the American Century VP
       Capital Appreciation Fund, the annual rate currently is 0.20%, because
       the adviser for the American Century VP Capital Appreciation Fund
       reimburses us at an annual rate of up to 0.20% for administrative
       expenses.

   -   For the Funds that invest in the Fidelity Portfolios, the annual rate
       currently is 0.30%, because the transfer agent and distributor for the
       Fidelity Portfolios reimburse us at an aggregate annual rate of 0.10%
       for administrative expenses.

PARTICIPANT CHARGE.  We make an additional deduction from your Account Balance
for administrative expenses each month, unless the Contractholder has elected to
pay this charge on behalf of its Participants. The charge is $2.00 per month,
except that we will reduce the charge to 1/12 of 1.00% if your Account Balance
for the month is less than $2,400. We will waive the $2.00 charge for any month
when your Plan has at least $5 million in Plan assets or more than 500 active
Participants.

We deduct the monthly charge from your Account Balance allocated to the General
Account, if any. If you do not have any Account Balance in the General Account,
we will deduct the charge from your Account Balance allocated to one or more of
the Separate Account Funds, in a prescribed order we have established. (See the
Statement of Additional Information for the order of the Funds.)

DISTRIBUTION EXPENSE CHARGE
- --------------------------------------------------------------------------------

As principal underwriter, we perform all distribution and sales functions and
bear all distribution and sales expenses relative to the Contracts. These
expenses include the payment of that portion of the salaries of our registered
representatives attributable to the sale and distribution of Contracts, as well
as expenses for preparation of sales literature and other promotional
activities.

We deduct, on each Valuation Day, from the net assets in each Fund of the
Separate Account a charge at an annual rate of 0.35% to cover anticipated
distribution expenses.

EXPENSE RISK CHARGE
- --------------------------------------------------------------------------------

For assuming expense risks under the Contracts, on each Valuation Day we make a
deduction at an annual rate of 0.15% of the net assets in each Fund. We have the
right to increase the expense risk charge, subject to any limitations in a Plan
or the Contract.

                                       11
<PAGE>
EXPENSES OF THE UNDERLYING FUNDS
- --------------------------------------------------------------------------------

Participants and the Separate Account Funds do not directly pay the advisory
fees and other expenses of the Underlying Funds. These fees and expenses are
deducted by the Underlying Funds and will impact the value of the shares the
Separate Account Funds own. See "Table of Annual Expenses" in this Prospectus,
which shows the expenses of the Underlying Funds for the most recent calendar
year. The prospectuses of the Underlying Funds, which are attached to this
Prospectus, contain a complete description of the Underlying Funds' fees and
expenses.

PREMIUM TAXES
- --------------------------------------------------------------------------------

We currently do not deduct state premium taxes from your Deferred Compensation
Amounts. We reserve the right to deduct all or a portion of the amount of any
applicable taxes, including state premium taxes, from Deferred Compensation
Amounts prior to their allocation among the Investment Alternatives. Currently,
most state premium taxes range from 2% to 4%.

            PURCHASE OF A CONTRACT AND DEFERRED COMPENSATION AMOUNTS
- --------------------------------------------------------------------------------

PURCHASE OF A CONTRACT; PARTICIPATION
- --------------------------------------------------------------------------------

We issue Contracts as a funding vehicle for benefits under a Plan. A
Contractholder may be a Governmental unit, the trustees of a trust for a Plan
established by a Governmental unit, or any other organization that is exempt
from taxation under the Code.

Your eligibility for participation under your employer's Plan is determined in
accordance with the terms of the Plan. We or the Plan may require you to execute
agreements and applications on prescribed forms. You usually must enter into a
salary reduction agreement with the Contractholder for your Deferred
Compensation Amounts.

ACCEPTANCE OF INITIAL DEFERRED COMPENSATION AMOUNTS.  When we receive your first
Deferred Compensation Amount and accompanying documentation, we will apply the
Deferred Compensation Amount to your specified Investment Alternatives within
two business days after we receive the Amount. If we do not receive necessary
documentation, we will retain the Deferred Compensation Amount for up to five
business days while we attempt to obtain the missing documentation. We will
apply the Deferred Compensation Amount within two business days after we receive
the documentation. If we do not obtain missing documentation for you within five
business days, we will return the Deferred Compensation Amount unless the
Contractholder consents to us holding it until additional documentation is
provided. We enter into agreements with Plan employers that utilize our
electronic processing system for the forwarding to us of applications and
information about Deferred Compensation Amounts.

CANCELLATION OF CERTIFICATE.  You may surrender a 457 Plan Certificate for
cancellation within ten days after receipt. We will refund all Deferred
Compensation Amounts you allocated to the General Account, plus the value on the
date of surrender of your Account Balance credited to the Separate Account.
Several states, however, require that the amount of Contributions be refunded
without deductions, and you should consult the Contract for applicable
provisions. We will return to your employer the Deferred Compensation Amounts
that were sent to us by your employer on your behalf.

                                       12
<PAGE>
PAYMENT OF DEFERRED COMPENSATION AMOUNTS
- --------------------------------------------------------------------------------

A Contractholder (or your employer, if different) sends to us your Deferred
Compensation Amounts. The Contractholder or employer is required to remit your
Deferred Compensation Amount within seven days, but no later than one month,
after the date on which the Amount is first available to the Contractholder for
remittance. A Plan may require the Contractholder or employer to send us your
Deferred Compensation Amounts at an earlier time, such as within two business
days.

If your Plan permits, your Contractholder or employer also may send to us on
your behalf amounts of Deferred Compensation that match or are in addition to
your Deferred Compensation Amounts.

In addition, we may accept Deferred Compensation Amounts transferred to us on
your behalf from any other eligible deferred compensation plan of the same
state, if your Plan permits transfers. Deferred Compensation Amounts transferred
must be at least $10 for each Participant.

LIMITS ON DEFERRED COMPENSATION AMOUNTS
- --------------------------------------------------------------------------------

The Code restricts the amount of compensation that you may defer under a Plan
during any tax year. The general rule is that your Deferred Compensation Amount
for a taxable year is limited to the LESSER OF

   -   $8,000 (indexed for inflation), AND

   -   33 1/3% of your includible compensation from your employer for the
       year.

A Plan may adopt a special rule applicable to the last three years before you
reach normal retirement age as designated in the Plan. If your Plan has this
rule, you may defer, during one of these years, the LESSER OF

   -   $15,000 AND

   -   the amount you could defer under the general rule for that taxable
       year plus the amounts you could have deferred under the general
       rule but did not defer for each taxable year in which you were
       eligible to participate (ELIGIBLE YEARS) in the Plan and, if you work
       for a Governmental unit, other Section 457 plans sponsored by a public
       employer in the same state under which you deferred amounts (using the
       general rule). If your employer is not a Governmental unit, you may go
       back to 1987 to begin determining eligible years. If your employer is
       a Governmental unit, you may go back to 1979 to begin determining
       eligible years.

You must reduce your Deferred Compensation Amount for a taxable year, calculated
under the general and special rules described above, by:

   -   any amount you exclude from your gross income for that year under
       Sections 402(e)(3), 402(h)(1)(B), 403(b), 457(a) and 501(c)(18) of the
       Code, and

   -   deferrals for that year under any other eligible deferred compensation
       plan in which you participate, as required under Section 457 of the
       Code.

ALLOCATION OF DEFERRED COMPENSATION AMOUNTS
- --------------------------------------------------------------------------------

You may allocate your Deferred Compensation Amounts among the General Account
and the Funds of the Separate Account.

We will allocate a Deferred Compensation Amount when we receive it from the
Contractholder or your employer, according to instructions sent with the Amount,
or if no instructions are sent, on the basis of your allocation request
currently on file at our home office. Your request for allocation must specify
the percentage, in any whole percentage from 0% to 100%, of each Deferred
Compensation Amount to be allocated to each of the Investment Alternatives. The
percentages you give us must add up to 100%.

You may change the allocation instructions for future Deferred Compensation
Amounts from time to time. You should periodically review your allocations in
light of market conditions and your retirement plans and needs.

                                       13
<PAGE>
               YOUR ACCOUNT BALANCE IN THE SEPARATE ACCOUNT FUNDS
- --------------------------------------------------------------------------------

ACCUMULATION UNITS IN SEPARATE ACCOUNT FUNDS
- --------------------------------------------------------------------------------

We use Accumulation Units to represent Account Balances in each Separate Account
Fund. We separately value the Accumulation Unit for each Fund of the Separate
Account.

We determine your Account Balance in the Separate Account as of any Valuation
Day by multiplying the number of Accumulation Units credited to you in each Fund
of the Separate Account by the Accumulation Unit value of that Fund at the end
of the Valuation Day.

Investment experience by the Separate Account Funds does not impact the number
of Accumulation Units credited to your Account Balance. The value of an
Accumulation Unit for a Fund, however, will change as a result of the Fund's
investment experience, in the manner described below.

CALCULATION OF ACCUMULATION UNIT VALUES
- --------------------------------------------------------------------------------

We determine Accumulation Unit values for the Funds as of the close of business
on each Valuation Day (generally at the close of the New York Stock Exchange). A
Valuation Period is from the close of a Valuation Day until the close of the
next Valuation Day.

The dollar value of an Accumulation Unit for each Fund of the Separate Account
will vary from Valuation Period to Valuation Period. The changes in Accumulation
Unit values for the Separate Account Funds will reflect:

   -   changes in the net asset values of the Underlying Funds, depending on
       the investment experience and expenses of the Underlying Funds, and

   -   Separate Account charges under the Contracts, with the annual rates
       calculated as a daily charge. (See "Charges You Will Pay".)

You may refer to "Appendix A: Unit Value Information for the Separate Account
Funds" in this Prospectus to review changes in Accumulation Unit values for each
Fund over a period of time.

ACCUMULATION UNIT VALUES FOR TRANSACTIONS
- --------------------------------------------------------------------------------

When you allocate Deferred Compensation Amounts to a Separate Account Fund or
transfer any part of your Account Balance to a Fund, we credit Accumulation
Units to your Account Balance. When you withdraw or transfer Account Balance
from a Separate Account Fund, we cancel Accumulation Units from your Account
Balance.

The Accumulation Unit value for a transaction is the Unit value for the
Valuation Period during which we receive the deposit or request. As a result, we
will effect the transaction at the Accumulation Unit value we determine at the
NEXT CLOSE of a Valuation Day (generally the close of the New York Stock
Exchange on that business day).

We calculate the number of Accumulation Units for a particular Fund by dividing
the dollar amount you have allocated to, or withdrawn from, the Fund during the
Valuation Period by the applicable Accumulation Unit value for that Valuation
Period. We round the resulting number of Accumulation Units to two decimal
places.

                                       14
<PAGE>
             OUR PAYMENT OF ACCOUNT BALANCE TO YOU OR A BENEFICIARY
- --------------------------------------------------------------------------------

YOUR RIGHT TO TRANSFER AMONG INVESTMENT ALTERNATIVES
- --------------------------------------------------------------------------------

You may transfer all or a portion of your Account Balance among Funds of the
Separate Account, and between the Separate Account and the General Account,
unless your Plan limits transfers. There are no tax consequences to you for
transfers among Investment Alternatives.

We currently do not impose a charge for transfers, but we reserve the right to
impose a transfer charge in the future.

Your request for a transfer will not be binding on us until we receive all
information necessary to process your request.

YOUR RIGHT TO MAKE WITHDRAWALS
- --------------------------------------------------------------------------------

Under Federal tax law, the general rule is that you may not withdraw all or any
portion of your Account Balance before the EARLIER OF

   -   the calendar year in which you reach age 70 1/2, or

   -   the date you retire or otherwise end employment with your employer
       under the Plan.

If your Plan permits, you may withdraw from your Account Balance in the event
you have an UNFORESEEN EMERGENCY.

   -   An unforeseen emergency is a severe financial hardship arising from a
       sudden and unexpected illness or an accident to you or to a dependent,
       or the loss of your property due to casualty or other similar
       extraordinary and unforeseeable circumstances arising from events
       beyond your control.

   -   A severe financial hardship does not exist if your loss can be
       relieved through reimbursement by insurance or by liquidation of your
       other assets that does not cause severe financial hardship or the
       cessation of your Deferred Compensation Amounts.

   -   The employer's deferred compensation board or committee will determine
       whether you face an unforeseeable emergency as defined in the Plan.

   -   If you have an unforeseen emergency, you may withdraw from your
       Account Balance up to the amount you need to meet the unforeseeable
       emergency (limited to the amount of your Account Balance).

Your Plan also may provide for distribution of your Account Balance to you:

   -   if your Account Balance is $5,000 or less and you have had no new
       Deferred Compensation Amounts in the past 24 months, or

   -   without your consent, if certain specified conditions are met,
       although your Plan may provide that you can elect to defer receipt of
       your Account Balance in certain circumstances.

A Plan may, but is not required to, provide that:

   -   You may choose to receive the Account Balance, when you have a right
       to receive it, in a lump sum or in installment payments instead of by
       receiving installment or Annuity Payments.

   -   You may elect to defer to a future date, after age 70 1/2 or the date
       you terminate employment, when withdrawals of your Account Balance are
       to begin. Your Plan, if it contains this provision, will specify the
       time and manner for you to make this election and choose a form of
       payment and may impose certain conditions, such as irrevocability of
       the election. See "When You Must Take Minimum Distributions" below.

                                       15
<PAGE>
   -   You may make one election to extend the date at which you will begin
       receiving payments of your Account Balance.

We may take up to seven days following receipt of your withdrawal request to
process the request and mail a check to you.

PARTIAL WITHDRAWALS.  If you are permitted to make withdrawals under your Plan,
you usually may specify a fixed amount of your Account Balance to be withdrawn
each month, or a fixed period during which we must pay out all of your Account
Balance. If your Plan permits, you may elect to make partial withdrawals under
our Specified Payments Option of at least $100 per month and you may tell us the
Investment Alternatives from which the withdrawals should be taken.

If you are subject to the minimum distribution rules under the Code, you should
ensure that your withdrawals for the year equal or exceed the minimum required
annual distribution. See "When You Must Take Minimum Distributions" below.

INCOME TAX CONSEQUENCES.  You should consider the possible Federal income tax
consequences of any withdrawal. You will be taxed at ordinary income tax rates
on the portion of the withdrawal that is taxable, and all of the withdrawal will
be taxable in most circumstances (see "Federal Tax Information for
Participants").

WHEN YOU MUST TAKE MINIMUM DISTRIBUTIONS
- --------------------------------------------------------------------------------

A Plan is required to provide that distributions of your Account Balance must
begin by April 1 of the year following the year you turn age 70 1/2, in most
circumstances. For certain plans of Governmental units, distributions must begin
by April 1 of the year after your employment with the Governmental unit ends, if
earlier.

You can satisfy the minimum distribution requirements by either making a
withdrawal, if you are permitted to make withdrawals, or if permitted by your
Plan, receiving Annuity Payments as of the Annuity Commencement Date payable
for:

   -   your life, or

   -   the joint lives of you and the Beneficiary, or

   -   a period certain, not longer than your life expectancy or the joint
       life expectancies of you and your Beneficiary.

HOW TO TELL US AN AMOUNT TO TRANSFER OR WITHDRAW
- --------------------------------------------------------------------------------

To tell us the amount of your Account Balance to transfer or withdraw, you may
specify to us:

   -   the dollar amount to be taken from each Investment Alternative,

   -   for Separate Account Funds, the number of Accumulation Units to be
       transferred or withdrawn, or

   -   the percentage of your Account Balance in a particular Investment
       Alternative to be transferred or withdrawn.

For transfers, you also must specify the Investment Alternative(s) to which you
are moving the transferred amount. Your request for a transfer or withdrawal is
not binding on us until we receive all information necessary to process your
request.

DEATH BENEFIT PRIOR TO ANNUITY COMMENCEMENT DATE
- --------------------------------------------------------------------------------

We will pay a death benefit to your designated Beneficiary upon your death
during the Accumulation Period.

We will pay the death benefit after we have received:

                                       16
<PAGE>
   -   due proof of your death;

   -   notification of election by the Beneficiary(ies) of the form in which
       we are to pay the death benefit; and

   -   all other information and documentation necessary for us to process
       the death benefit request.

The amount of the death benefit will be the value of your Account Balance as of
the date on which we receive the items listed above. Until then, your Account
Balance will remain allocated as it was on the date of death.

We will pay the death benefit to the Beneficiary:

   -   in a single sum, no later than December 31 of the year in which the
       fifth anniversary of the date of death occurs, or

   -   if the Beneficiary makes a death benefit payment choice, in payments
       over a period that is not greater than either fifteen years or the
       Beneficiary's life expectancy. If the Beneficiary is your spouse to
       whom you were legally married, the death benefit must be payable over
       a period that is not greater than the spouse's life expectancy.

DISCONTINUANCE OF A CONTRACT
- --------------------------------------------------------------------------------

A Contractholder, at its discretion, may discontinue a Contract as of the first
of a month that is at least 31 days after we receive notice of the
discontinuance. We may discontinue a Contract, in whole or in part, if

   -   the Contractholder does not follow the terms of the Contract, or

   -   we determine that a modification of the Contract is necessary to
       comply with Federal or state requirements, and the Contractholder
       refuses to accept a substantially similar Contract we offer that
       incorporates that modification.

Our discontinuance of a Contract will be effective as of a date we specify in
writing that provides the Contractholder with at least 31 days' advance notice
in which to cure any remediable defaults.

We also have the right to discontinue a Contract if a Contractholder for an
entire year under its Plan does not send to us any Deferred Compensation
Amounts.

Discontinuance of a Contract does not relieve the Contractholder of its
obligations under the Contract or the Plan, and amounts accumulated for
Participants will remain under the Contract. Upon discontinuance:

   -   the Contractholder may not send any further Deferred Compensation
       Amounts, and

   -   we may transfer to another insurance company or other financial
       institution all amounts accumulated under the Contract. A transfer may
       be made in any manner to which the Contractholder and we agree in
       writing, and may require the consent of Participants and
       Beneficiaries. A Participant or Beneficiary who does not consent to
       the transfer may choose to leave the accumulated amounts on deposit
       with us, or may withdraw the amount in whole or in part (subject to
       any Federal tax law restrictions on withdrawals).

WHEN WE MAY POSTPONE PAYMENTS
- --------------------------------------------------------------------------------

We will pay any amounts due from the Separate Account for a withdrawal, death
benefit or termination, and will transfer any amount from the Separate Account
to the General Account, within seven days, unless:

   -   The New York Stock Exchange is closed for other than usual weekends or
       holidays, or trading on that Exchange is restricted as determined by
       the Commission; or

                                       17
<PAGE>
   -   The Commission by order permits postponement for the protection of
       Participants; or

   -   An emergency exists, as determined by the Commission, as a result of
       which disposal of securities is not reasonably practicable or it is
       not reasonably practicable to determine the value of the Separate
       Account's net assets.

                  ACCOUNT BALANCE APPLIED FOR ANNUITY PAYMENTS
- --------------------------------------------------------------------------------

AMOUNT OF ANNUITY PAYMENTS; ANNUITY COMMENCEMENT DATE
- --------------------------------------------------------------------------------

If your Plan permits you to apply your Account Balance to obtain Annuity
Payments, you may elect after your Annuity Commencement Date to receive monthly
payments. The amount of each payment and the period during which we will make
payments will be based on the form of annuity you select and the amount of your
Account Balance as of the Annuity Commencement Date. We guarantee that the
purchase rates we use to determine the amount of Annuity Payments will never be
less favorable for you than the guaranteed rates in your Contract. Your Annuity
Payments begin as of your Annuity Commencement Date. Depending on the provisions
of your Plan, you may elect an Annuity Commencement Date that is:

   -   your normal retirement date, as stated in your employer's pension plan
       if you are covered by that plan, or age 65 if there is no such plan or
       coverage;

   -   an early retirement date, being the first day of any calendar month
       following an early retirement age, if any, specified in the Plan, or

   -   a later retirement date, being the first day of a calendar month
       following your normal retirement date.

CONTRACTHOLDER AND PARTICIPANT PAYMENT RELATIONSHIP
- --------------------------------------------------------------------------------

We will send Annuity Payments to the Contractholder for transmission to you. If
the Contractholder agrees, and to the extent permitted by the federal tax law,
we will instead send the Annuity Payments to you.

Until paid or otherwise made available to you, Annuity Payments are subject to
the claims of the Contractholders' general creditors, except that Plans
maintained by Governmental units are required to hold Plan assets for the
exclusive benefit of Participants in a trust or in a custodial account or group
annuity contract which are treated as trusts under Section 457 of the Code. As a
result, Annuity Payments under such Governmental Plans are not subject to the
claims of the Contractholder's general creditors.

We will issue to the Contractholder or your employer for delivery to you an
individual certificate setting forth the amount and terms of payment of your
annuity benefits. We will send Annuity Payments directly to you at your last
known address, as filed with us by you, the Contractholder or your employer.

AVAILABLE FORMS OF ANNUITY
- --------------------------------------------------------------------------------

Your Plan will specify the forms of Annuity that are available to you. A life
annuity protects an Annuitant from outliving the time period for receiving
monthly payments, because the payments continue for the life of the Annuitant.
Some forms of annuities that have a life contingency also have guaranteed
minimum time periods for payments, which provide that if an Annuitant (and
contingent Annuitant if a joint and survivor annuity) dies before the minimum
period has ended, the Beneficiary will receive the remaining Annuity Payments
due. You may select the annuity form when you designate the Annuity Commencement
Date.

Some of the forms of annuity we currently offer include: a Ten Years Certain and
Continuous Form (with annuity payments for the later of 10 years and the death
of the Annuitant); a Joint and 66 2/3% Survivor
                                       18
<PAGE>
Life with Ten Year Period Certain Form (with annuity payments for the life of
the Annuitant or reduced to 66 2/3% if the joint Annuitant survives the
Annuitant, and made for the later of 10 years and the deaths of the Annuitant
and joint Annuitant); and a Non-Refund Life Annuity (with payments made until
the death of the Annuitant). In addition to these forms, we may in our
discretion offer additional forms of annuity at the time of your Annuity
Commencement Date. If your monthly Annuity Payment would be less than $20, we
may elect to pay a single sum instead of providing Annuity Payments.

DEATH BENEFIT AFTER ANNUITY COMMENCEMENT DATE
- --------------------------------------------------------------------------------

If you, as Annuitant, die (and the joint Annuitant dies, if the form is a joint
annuity) on or after the Annuity Commencement Date, your Beneficiary will
receive the death benefit (if any) provided by the form of annuity under which
we were making Annuity Payments.

                              OUR GENERAL ACCOUNT
- --------------------------------------------------------------------------------

SCOPE OF PROSPECTUS
- --------------------------------------------------------------------------------

We have not registered the Contracts under the Securities Act of 1933 for
allocations to the General Account, nor is the General Account registered as an
investment company under the 1940 Act. The staff of the Commission has not
reviewed the disclosures in this Prospectus that relate to the General Account.
Disclosures regarding the fixed portion of the Contracts and the General
Account, however, generally are subject to certain provisions of the Federal
securities laws relating to the accuracy and completeness of statements made in
prospectuses. This Prospectus serves as a disclosure document for the variable,
or Separate Account, interests under the Contracts. For more details regarding
the General Account, see the Contracts themselves.

GENERAL DESCRIPTION
- --------------------------------------------------------------------------------

Amounts under a Contract allocated to the General Account become part of our
general assets. Our General Account supports our insurance and annuity
obligations. The General Account consists of all of our general assets, other
than those in the Separate Account and other segregated asset accounts. We bear
the full investment risk for all amounts that Participants allocate to the
General Account. We have sole discretion to invest the assets of the General
Account, subject to applicable law. Your allocation of Account Balance to the
General Account does not entitle you to share in the investment experience of
the General Account.

We guarantee that we will credit interest to Participant Account Balances in the
General Account at an effective annual rate of at least 3%. In our sole
discretion, we may credit a higher rate of interest to Participant Account
Balances in the General Account, although WE ARE NOT OBLIGATED TO CREDIT
INTEREST IN EXCESS OF 3% PER YEAR. We credit interest daily and compound it
annually. We will send you notice when we change the current rate.

We reserve the right to credit a higher interest rate than the rate otherwise
set for amounts allocated to the General Account when the Contractholder uses
electronic media, in compliance with our established rules and requirements, for
the transmission and receipt of certain information regarding Participants,
Deferred Compensation Amounts and other Contract information.

TRANSFERS AND WITHDRAWALS
- --------------------------------------------------------------------------------

You may transfer Account Balance to and from the General Account and, to the
extent permitted by the Code and the Plan, may withdraw Account Balance from the
General Account prior to the Annuity Commencement Date. See "Your Right to
Transfer Among Investment Alternatives " and "Your Right to Make Withdrawals"
under "Our Payment of Account Balance to You or a Beneficiary". We have the
right to delay transfers and withdrawals from the General Account for up to six
months following the date that we receive the transaction request.

                                       19
<PAGE>
                   HOW TO CONTACT US AND GIVE US INSTRUCTIONS
- --------------------------------------------------------------------------------

CONTACTING MUTUAL OF AMERICA
- --------------------------------------------------------------------------------

Participants and Contractholders must send in writing all notices, requests and
elections required or permitted under the Contracts, except that you may give
certain instructions by telephone or Internet, as described below. Our home
office address is:

                    Mutual of America Life Insurance Company
                                320 Park Avenue
                            New York, New York 10022

You can check the address for your Regional Office by calling 1-800-468-3785 or
by visiting our website at www.mutualofamerica.com.

TRANSFERS AND ALLOCATION CHANGES BY TELEPHONE OR INTERNET
- --------------------------------------------------------------------------------

You may make requests by telephone or Internet for transfers of Account Balance
or to change the Investment Alternatives to which we will allocate your future
Deferred Compensation Amounts. You may not make withdrawal requests by telephone
or Internet.

You must use a Personal Identification Number (PIN) to make telephone or
Internet requests. We automatically provide a PIN to you, and your use of the
PIN constitutes agreement to use the PIN in accordance with our rules and
requirements. To change or cancel the PIN that we have assigned, you may call
our toll-free telephone number, 1-800-468-3785, or follow the instructions on
our website at www.mutualofamerica.com.

On any Valuation Day, we will consider requests by telephone or Internet that we
receive by 4 p.m. Eastern Time (or the close of the New York Stock Exchange, if
earlier) as received that day. We will consider requests that we receive after
4 p.m. (or the Exchange close) as received the next Valuation Day. We reserve
the right to suspend or terminate at any time the right of Participants to
request transfers or reallocations by telephone or Internet.

Although our failure to follow reasonable procedures may result in our liability
for any losses due to unauthorized or fraudulent telephone or Internet
transfers, we will not be liable for following instructions communicated by
telephone or Internet that we reasonably believe to be genuine. We will employ
reasonable procedures to confirm that instructions communicated by telephone or
Internet are genuine. Those procedures are to confirm your Social Security
number, check the Personal Identification Number, tape record all telephone
transactions and provide written confirmation of telephone and Internet
transactions.

WHERE YOU SHOULD DIRECT REQUESTS
- --------------------------------------------------------------------------------

You should request an allocation change or a transfer of Account Balance among
Investment Alternatives by calling 1-800-468-3785, visiting our website at
www.mutualofamerica.com or writing to our Processing Center. The address is:

                    Mutual of America Life Insurance Company
                    Financial Transaction Processing Center
                          1150 Broken Sound Parkway NW
                           Boca Raton, FL 33487-3598

For withdrawals, you must make your request according to our procedures, which
we may change from time to time. Under our current procedures, you should make a
withdrawal request in writing to your Regional Office.

You should use our forms to submit written requests to us.

                                       20
<PAGE>
                             ADMINISTRATIVE MATTERS
- --------------------------------------------------------------------------------

CONFIRMATION STATEMENTS TO PARTICIPANTS
- --------------------------------------------------------------------------------

We will send you a confirmation statement for each change in allocation
instructions, our receipt of a Deferred Compensation Amount for you, your
transfer among Investment Alternatives and withdrawals. A confirmation statement
for a Deferred Compensation Amount may be part of your next quarterly account
statement. You must notify us of any error in a confirmation statement within 30
days after the date we processed the change or transaction, or within 30 days
after the end of the period covered by the quarterly statement that serves as
the confirmation statement, or you will lose the right to have us correct the
error.

DESIGNATION OF BENEFICIARY
- --------------------------------------------------------------------------------

You may designate a Beneficiary to receive any payments due to your Beneficiary,
subject to any limits under a Plan or the Code. You may change the Beneficiary
while you are living, either before or after the Annuity Commencement Date, by
providing us (or your Contractholder when the Contractholder has agreed to hold
such information) with written notice of the change. The designation or change
in designation will take effect as of the date we (or your Contractholder, if
applicable) receive notice, whether or not you are living at the time of such
receipt. We will not be liable, however, for any payment or settlement we make
before we receive the notice of Beneficiary or change of Beneficiary.

If no Beneficiary designated by you is living at the time of your death during
the Accumulation Period, or when the Annuitant dies (and the joint Annuitant, if
any dies) during the Annuity Period, unless your Plan provides otherwise we will
pay a single sum payment or the commuted value of any remaining periodic
payments to a Beneficiary or Beneficiaries determined under the Contract. The
Contract lists classes of Beneficiaries in an order of preference. We will pay
the surviving family member(s) in the first class of Beneficiaries we find, in
this order:

   -   your spouse; your children; your parents; and your brothers and
       sisters.

If we do not find family members in these classes, we will pay the executors or
administrators of your estate.

                                       21
<PAGE>
CERTAIN ADMINISTRATIVE PROVISIONS
- --------------------------------------------------------------------------------

ASSIGNMENT OF CONTRACT.  Contractholders and Participants may not assign or
transfer a Contract or any rights under a Contract, except as otherwise required
by law.

MODIFICATION OF CONTRACTS.  Our rights and obligations under a Contract cannot
be changed or waived, unless one of our duly authorized officers signs a written
agreement of the change or waiver.

We may change a Contract at any time by amendment or replacement, upon not less
than 31 days' written advance notice to the Contractholder, without the consent
of any Participant or the consent of any other person who is or may become
entitled to benefits under the Contract. Any change we make may not affect the
amount or the terms of Annuity Payments that began before such change.

EVIDENCE OF SURVIVAL.  When payment of a benefit is contingent upon the survival
of any person, we may require that evidence of that person's survival be
furnished to us, either by personal endorsement of the check drawn for payment,
or by other means satisfactory to us.

MISSTATEMENT OF INFORMATION.  If we pay a benefit under a Contract based on
information that you or a Beneficiary misstated to us, we will recalculate the
benefit when we learn of the misstatement. We will adjust the amount of the
benefit payments, or the amount applied to provide the benefit, or both, to the
proper amount we determine based on the corrected information.

If we underpaid benefits due to any misstatement, we will pay the amount of the
underpayment in full with the next payment due under the Contract. If we
overpaid any benefits due to a misstatement, we will deduct the overpayment to
the extent possible from payments as they become due under the Contract. We will
include interest on the amount of any underpayments or overpayments, at the
effective rate then required under State insurance law provisions.

INFORMATION AND DETERMINATION.  Contractholders and Participants, as
appropriate, must furnish us with the facts and information that we may require
for the operation of the Contract including, upon request, the original or
photocopy of any pertinent records held by the Contractholder or Participant. A
Contractholder should report to us any determination that the Contractholder
makes pursuant to the terms of the Plan. We may rely on reports and other
information furnished by Contractholders or Participants and are not obligated
to inquire as to the accuracy or completeness of such reports and information.

PARTICIPATION IN DIVISIBLE SURPLUS
- --------------------------------------------------------------------------------

We are a mutual life insurance company and consequently have no stockholders.
Participants share in our earnings with respect to amounts they allocate to our
General Account. We can give no assurance as to the amount of divisible surplus,
if any, that will be available for distribution under the Contracts in the
future. The determination of such surplus is within the sole discretion of our
Board of Directors.

                                       22
<PAGE>
                    FEDERAL TAX INFORMATION FOR PARTICIPANTS
- --------------------------------------------------------------------------------

For Federal income tax purposes, the Separate Account is not separate from us,
and its operations are considered part of our operations. Under existing Federal
income tax law, we do not pay taxes on the net investment income and realized
capital gains earned by the Separate Account. We reserve the right, however, to
make a deduction for taxes if in the future we must pay tax on the Separate
Account's operations.

OBTAINING TAX ADVICE
- --------------------------------------------------------------------------------

THE SUMMARY BELOW OF THE CURRENT FEDERAL TAX STATUS AND CONSEQUENCES FOR
PARTICIPANTS UNDER THE CONTRACTS IS NOT COMPREHENSIVE AND IS FOR INFORMATION
PURPOSES ONLY. TAX PROVISIONS AND REGULATIONS MAY CHANGE AT ANY TIME. Tax
results may vary depending upon your individual situation, and special
rules may apply to you in certain cases. You also may be subject to State and
local taxes. For these reasons, you or a Beneficiary should consult a qualified
tax adviser for complete tax information.

TAXATION OF YOUR ACCOUNT BALANCE AND WITHDRAWALS
- --------------------------------------------------------------------------------

The general rule is that you must receive a payment under a Plan in order to be
subject to income taxation. You do not include in your gross income any Deferred
Compensation Amounts sent to us by your employer on your behalf, or interest or
investment earnings we credit to your Account Balance, until you withdraw or
otherwise receive such amounts or have them made available to you.

When you receive a Plan distribution or Annuity Payments, the payment will be
taxable to you as ordinary income.

THE CONTRACT
- --------------------------------------------------------------------------------

We offer the Contract for use with an eligible deferred compensation plan
designed to meet the qualifications of Section 457(b) of the Code.
Contractholders or employers are responsible for establishing and administering
the Plan in accordance with Section 457. For example, a Contractholder or
employer must comply with the limitations on the amounts you may defer and
restrictions on withdrawals.

An eligible deferred compensation plan other than an eligible deferred
compensation plan established by a Governmental unit must provide that the
Account Balances under the Contract shall remain solely the property of the
Contractholder, subject only to the claims of the Contractholder's general
creditors, until made available to you or your Beneficiary. Eligible deferred
compensation plans established by Governmental units must provide that all plan
assets will be held for the exclusive benefit of plan participants in trusts or
in custodial accounts or group annuity contracts that are treated as trusts
under Section 457 of the Code. Such plan assets are not subject to the claims of
the Contractholder's general creditors.

WITHHOLDING ON WITHDRAWALS AND OTHER PAYMENTS
- --------------------------------------------------------------------------------

Generally, amounts of Account Balance that you withdraw or receive as Annuity
Payments are treated as wages for withholding purposes. We may be required to
withhold various taxes, including Federal income tax, and in some circumstances
Federal employment tax and Social Security (FICA) taxes. In addition, certain
states require us to withhold for state taxes if we withhold Federal taxes. The
same rules generally apply to payments of death benefits.

When you (or a Beneficiary) request withdrawals or Annuity Payments, you or the
Beneficiary should ask the employer's deferred compensation board or committee
about withholding requirements.

                                       23
<PAGE>
            YOUR VOTING RIGHTS FOR MEETINGS OF THE UNDERLYING FUNDS
- --------------------------------------------------------------------------------

We will vote the shares of the Underlying Funds owned by the Separate Account at
regular and special meetings of the shareholders of the Underlying Funds. We
will cast our votes according to instructions we receive from Participants. The
number of Underlying Fund shares that we may vote at a meeting of shareholders
will be determined as of a record date set by the Board of Directors or Trustees
of the Underlying Fund.

We will vote 100% of the shares that a Separate Account Fund owns. If you do not
send us voting instructions, we will vote the shares attributable to your
Account Balance in the same proportion as we vote shares for which we have
received voting instructions from Participants. We will determine the number of
Accumulation Units attributable to each Participant for purposes of giving
voting instructions as of the same record date used by the Underlying Fund.

Each Participant who has the right to give us voting instructions for a
shareholders' meeting of an Underlying Fund will receive information about the
matters to be voted on, including the Underlying Fund's proxy statement and a
voting instructions form to return to us.

We may elect to vote the shares of the Underlying Funds held by our Separate
Account in our own discretion if the Investment Company Act of 1940 is amended,
or if the present interpretation of the Act changes with respect to our voting
of these shares.

             PERFORMANCE INFORMATION FOR THE SEPARATE ACCOUNT FUNDS
- --------------------------------------------------------------------------------

MONEY MARKET FUND
- --------------------------------------------------------------------------------

From time to time, we may include quotations of the YIELD and EFFECTIVE YIELD of
the Separate Account's Money Market Fund in advertisements, sales literature or
reports to Participants. These yield figures show historical performance of the
Fund assuming a hypothetical investment for the period indicated in the yield
quotation. Yield figures do not indicate future performance.

   -   The yield of the Money Market Fund refers to the net investment income
       generated by the Fund over a specified seven-day period (with the
       ending date stated). We then annualize this income. That is, we assume
       that the amount of income the Fund generates during that week is
       generated during each week in a 52-week period and we show the income
       as a percentage.

   -   The effective yield is calculated similarly to yield, except that when
       we annualize income, we assume that the income earned by an investment
       in the Fund is reinvested. The effective yield will be slightly higher
       than the yield because of the compounding effect of this assumed
       reinvestment.

Yield and effective yield for the Money Market Fund will vary based on its
expenses and the performance of its the Investment Company Money Market Fund,
which reflects (among other things) changes in market conditions and the level
of its expenses.

TOTAL RETURN OF FUNDS
- --------------------------------------------------------------------------------

From time to time, we include quotations of a Separate Account Fund's TOTAL
RETURN in advertisements, sales literature or reports to Participants. Total
return figures for a Fund show historical performance of a Fund assuming a
hypothetical investment and that amounts under a Contract were allocated to the
Underlying Fund when the Separate Account Fund commenced operations. Total
return figures do not indicate future performance.

Total return quotations are expressed in terms of average annual compounded
rates of return for all periods quoted and assume that all dividends and capital
gains distributions were reinvested. Total return for a Separate Account Fund
will vary based on its expenses and the performance of its Underlying Fund,
which reflects (among other things) changes in market conditions and the level
of the Underlying Fund's expenses.
                                       24
<PAGE>
For a detailed description of the methods we use to determine yield and total
return for the Separate Account's Funds, see the Statement of Additional
Information.

                     FUNDING AND OTHER CHANGES WE MAY MAKE
- --------------------------------------------------------------------------------

We reserve the right to make certain changes to the Separate Account Funds and
to the Separate Account's operations. In making changes, we will comply with
applicable law and will obtain the approval of Participants and/or the
Contractholders, if required. We may:

   -   create new investment funds of the Separate Account at any time;

   -   to the extent permitted by state and federal law, modify, combine or
       remove investment funds in the Separate Account;

   -   transfer assets we have determined to be associated with the class of
       contracts to which the Contracts belong from one investment fund of
       the Separate Account to another investment fund;

   -   create additional separate accounts or combine any two or more
       accounts including the Separate Account;

   -   transfer assets we have determined to be associated with the class of
       contracts to which the Contracts belong from the Separate Account to
       another separate account of ours by withdrawing the same percentage of
       each investment in the Separate Account, with appropriate adjustments
       to avoid odd lots and fractions;

   -   operate the Separate Account as a diversified, open-end management
       investment company under the 1940 Act, or in any other form permitted
       by law, and designate an investment advisor for its management, which
       may be us, an affiliate of ours or another person;

   -   deregister the Separate Account under the 1940 Act; and

   -   operate the Separate Account under the general supervision of a
       committee, any or all the members of which may be interested persons
       (as defined in the 1940 Act) of ours or our affiliates, or discharge
       the committee for the Separate Account.

                                       25
<PAGE>
                     DEFINITIONS WE USE IN THIS PROSPECTUS
- --------------------------------------------------------------------------------

ACCOUNT BALANCE--The value of a Participant's Accumulation Units in the Separate
Account Funds plus the value of amounts held in the General Account for the
Participant, during the Accumulation Period. As used in this Prospectus, the
term "Account Balance" may mean all or any part of your total Account Balance.

ACCUMULATION PERIOD--For a Participant, the period under a Contract when
Deferred Compensation Amounts are made on behalf of a Participant. The
Accumulation Period ends at the Annuity Commencement Date, or the date the
Participant withdraws the Account Balance in full before the Annuity
Commencement Date.

ACCUMULATION UNIT--A measure we use to calculate the value of a Participant's
interest in each of the Funds of the Separate Account. Each Fund has its own
Accumulation Unit value.

ANNUITANT--A person who is receiving Annuity Payments or who will receive
Annuity Payments after the Annuity Commencement Date, if the Plan permits
Annuity Payments. A Participant must be the Annuitant under a Contract, and a
Beneficiary who has elected to receive a death benefit in the form of an annuity
may be the Annuitant or name another person as the Annuitant. You or a
Beneficiary also may name a joint Annuitant. We use the life expectancy of the
Annuitant(s) as a factor in determining the amount of monthly Annuity Payments
for annuities with a life contingency.

ANNUITY COMMENCEMENT DATE--The date Annuity Payments become payable under a
Contract or become payable as the death benefit for a Beneficiary. You (or the
Beneficiary entitled to a death benefit) select the Annuity Commencement Date,
or the Annuity Commencement Date may be imposed under Federal tax law provisions
in certain circumstances. On the Annuity Commencement Date, your Account Balance
is applied to provide Annuity Payments.

ANNUITY PAYMENTS--A series of equal monthly payments from us to an Annuitant.
The amount of the Annuity Payment will depend on your Account Balance on the
Annuity Commencement Date and the form of annuity selected. The Annuity Payments
may be for the Annuitant's life, for a minimum period of time, for the joint
lifetime of the Annuitant and the joint Annuitant, or for such other specified
period as we may permit.

BENEFICIARY(IES)--The person(s) named by a Participant to receive (1) during the
Accumulation Period, the death benefit under the Contract if the Participant
dies, or (2) after the Annuity Commencement Date, any remaining Annuity Payments
(or their commuted value) if the Annuitant dies and the joint Annuitant, if any,
dies.

CODE--The Internal Revenue Code of 1986, as amended. Depending on the context,
the term Code includes the regulations adopted by the Internal Revenue Service
for the Code section being discussed.

CONTRACT(S)--One (or more) of the group variable accumulation annuity contracts
described in this Prospectus.

CONTRACTHOLDER--An entity to which we have issued a Contract, which generally
will be the employer, agent or trustee of a trust established under a Plan. The
employer must be a Governmental unit or an organization exempt from Federal
income taxation under the Code.

DEFERRED COMPENSATION AMOUNTS (OR AMOUNTS)--Amounts deferred from a
Participant's compensation under a Plan and sent to us on the Participant's
behalf and amounts the Contractholder or employer sends on behalf of the
Participant in addition to the Participant's deferrals of salary.

FIDELITY PORTFOLIOS--The Equity-Income Portfolio of the Variable Insurance
Products Fund (FIDELITY VIP) and the Contrafund and Asset Manager Portfolios of
the Variable Insurance Products Fund II (FIDELITY VIP II).

FUND OF THE SEPARATE ACCOUNT (OR FUND)--One of the subaccounts of the Separate
Account. Each Fund is named for the Underlying Fund in which it invests.

                                       26
<PAGE>
GENERAL ACCOUNT--Assets we own that are not in a separate account, but rather
are held as part of our general assets. We sometimes refer to the General
Account as the INTEREST ACCUMULATION ACCOUNT, because amounts you allocate to
the General Account earn interest at a fixed rate that we change from time to
time.

GOVERNMENTAL UNIT--A State, a political subdivision of a State, an agency or
instrumentality of a State, or an agency or instrumentality of a political
subdivision of a State.

INVESTMENT ALTERNATIVES--The General Account and the Funds of the Separate
Account. You may allocate your Deferred Compensation Amounts and transfer your
Account Balance among the Investment Alternatives, subject to any limitations
under your Plan.

INVESTMENT COMPANY--Mutual of America Investment Corporation.

PARTICIPANT--An employee or former employee who has entered into a salary
reduction agreement with a Contractholder and for whom we have received Deferred
Compensation Amounts under a Plan. The agreement must specify the amount of
earnings to be considered a Deferred Compensation Amount under the Plan.

PLAN--An eligible deferred compensation plan meeting the requirements of Section
457(b) of the Code.

SCUDDER PORTFOLIOS--The following three portfolios of the Scudder Variable Life
Investment Fund: the Capital Growth Portfolio, the Bond Portfolio and the
International Portfolio.

SEPARATE ACCOUNT--Mutual of America Separate Account No. 2, a separate account
established by us to receive and invest amounts contributed under variable
accumulation annuity contracts and other variable contracts. The assets of the
Separate Account are set aside and kept separate from our other assets.

UNDERLYING FUNDS--Currently, seventeen funds or portfolios invested in by the
Separate Account Funds.

VALUATION DAY--Each day that the New York Stock Exchange is open for business
until the close of the New York Stock Exchange that day. Valuation Period--A
period beginning on the close of business of a Valuation Day and ending on the
close of the next Valuation Day.

WE, US, OUR, MUTUAL OF AMERICA--Refer to Mutual of America Life Insurance
Company.

YOU, YOUR--Refer to a Participant.

                                       27
<PAGE>
                    OUR STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

The Statement of Additional Information contains more information about the
Contracts and our operations.

TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

<TABLE>
<S>                                                 <C>
Distribution of the Contracts                       Legal Proceedings
Calculation of Accumulation Unit Values             Legal Matters
Yield and Performance Information                   Experts
Safekeeping of Separate Account Assets              Additional Information
State Regulation                                    Financial Statements
Periodic Reports
</TABLE>

HOW TO OBTAIN A STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

You may receive a copy of the Statement of Additional Information at no charge
by calling (212) 224-1600 or by completing the Form below and mailing it to
Mutual of America Life Insurance Company, 320 Park Avenue, New York, New York
10022.

The Securities and Exchange Commission has an Internet web site at
http://www.sec.gov. You may obtain our Registration Statement for the Contracts,
including the SAI, and the Separate Account's semi-annual and annual financial
statement reports through the Commission's Internet site. You also may obtain
copies of these documents, upon your payment of a duplicating fee, by writing to
the Commission's Public Reference Section, Washington, DC 20549-6009.

(PLEASE CUT HERE)
- ------------------------------------------------------------------------------

To: Mutual of America Life Insurance Company

Please send me a copy of the Statement of Additional Information dated May 1,
2000 for the Section 457 Plan Contract offered by Mutual of America. My name and
address are as follows:
- ------------------------------------------------------------------------------
               Name
- ------------------------------------------------------------------------------
               Street Address
- ------------------------------------------------------------------------------
               City              State                  Zip

                                       28
<PAGE>
                                   APPENDIX A

             UNIT VALUE INFORMATION FOR THE SEPARATE ACCOUNT FUNDS
- --------------------------------------------------------------------------------

The tables below show changes in Accumulation Unit values and in the number of
units outstanding for each Separate Account Fund for the ten year period (or
from the commencement of operations if less) to December 31, 1999. Arthur
Andersen LLP, the Funds' independent auditor, has audited the information below
for each of the years in the eight year period ended December 31, 1999. The
Funds' previous auditor audited information for each of the two years in the
period ended December 31, 1991. The Investment Company's financial statements
for the year ended December 31, 1999, along with Arthur Andersen LLP's report
thereon, are available to you by calling 1-800-468-3785.

We calculate Accumulation Unit values from the net asset values of the
Underlying Funds. The All America Fund (previously called the Stock Fund) of the
Investment Company changed its name and its investment objectives and policies
and added subadvisers on May 1, 1994. Prior to May 1, 1995, the Calvert Social
Balanced Portfolio had a different subadviser.

<TABLE>
<CAPTION>
                                                                                INVESTMENT COMPANY
                                                                                EQUITY INDEX FUND
                                                 --------------------------------------------------------------------------------
                                                   1999        1998        1997        1996        1995        1994        1993
                                                 --------    --------    --------    --------    --------    --------    --------
<S>                                              <C>         <C>         <C>         <C>         <C>         <C>         <C>
Unit value, beginning of period................  $  2.86      $ 2.26      $ 1.72      $ 1.42      $ 1.05      $1.05       $1.00
                                                 =======      ======      ======      ======      ======      =====       =====
Unit value, end of period......................  $  3.41      $ 2.86      $ 2.26      $ 1.72      $ 1.42      $1.05       $1.05
                                                 =======      ======      ======      ======      ======      =====       =====
Thousands of accumulation units
 outstanding, end of period....................  112,735      94,019      68,462      35,660      17,109      4,644       2,135
                                                 =======      ======      ======      ======      ======      =====       =====
</TABLE>
<TABLE>
<CAPTION>
                                                  INVESTMENT COMPANY ALL AMERICA FUND
                                    ---------------------------------------------------------------
                                      1999       1998       1997       1996       1995       1994
                                    --------   --------   --------   --------   --------   --------
<S>                                 <C>        <C>        <C>        <C>        <C>        <C>
Unit value, beginning of year.....   $ 8.09     $ 6.76     $ 5.39     $ 4.52     $ 3.35     $ 3.36
                                     ======     ======     ======     ======     ======     ======
Unit value, end of year...........   $10.05     $ 8.09     $ 6.76     $ 5.39     $ 4.52     $ 3.35
                                     ======     ======     ======     ======     ======     ======
Thousands of accumulation units
 outstanding, end of year.........   48,014     49,275     51,312     49,798     43,620     38,669
                                     ======     ======     ======     ======     ======     ======

<CAPTION>
                                       INVESTMENT COMPANY ALL AMERICA FUND
                                    -----------------------------------------
                                      1993       1992       1991       1990
                                    --------   --------   --------   --------
<S>                                 <C>        <C>        <C>        <C>
Unit value, beginning of year.....   $ 3.03     $ 2.97     $ 2.41     $ 2.47
                                     ======     ======     ======     ======
Unit value, end of year...........   $ 3.36     $ 3.03     $ 2.97     $ 2.41
                                     ======     ======     ======     ======
Thousands of accumulation units
 outstanding, end of year.........   36,510     32,352     26,173     20,973
                                     ======     ======     ======     ======
</TABLE>

<TABLE>
<CAPTION>
                                                                                      INVESTMENT COMPANY
                                    MID-CAP EQUITY INDEX FUND                       AGGRESSIVE EQUITY FUND
                                    -------------------------   ---------------------------------------------------------------
                                              1999*               1999       1998       1997       1996       1995       1994
                                    -------------------------   --------   --------   --------   --------   --------   --------
<S>                                 <C>                         <C>        <C>        <C>        <C>        <C>        <C>
Unit value, beginning of period...            $1.00              $ 2.02     $ 2.15     $ 1.80     $ 1.43     $ 1.05     $1.00
                                              =====              ======     ======     ======     ======     ======     =====
Unit value, end of period.........            $1.11              $ 2.85     $ 2.02     $ 2.15     $ 1.80     $ 1.43     $1.05
                                              =====              ======     ======     ======     ======     ======     =====
Thousands of accumulation units
 outstanding, end of period.......            3,431              62,123     63,176     71,468     49,800     20,858     9,145
                                              =====              ======     ======     ======     ======     ======     =====
</TABLE>

* Commenced operations May 3, 1999
<TABLE>
<CAPTION>
                                                   INVESTMENT COMPANY COMPOSITE FUND
                                    ---------------------------------------------------------------
                                      1999       1998       1997       1996       1995       1994
                                    --------   --------   --------   --------   --------   --------
<S>                                 <C>        <C>        <C>        <C>        <C>        <C>
Unit value, beginning of year.....   $ 4.93     $ 4.36     $ 3.75     $ 3.39     $ 2.82     $ 2.95
                                     ======     ======     ======     ======     ======     ======
Unit value, end of year...........   $ 5.61     $ 4.93     $ 4.36     $ 3.75     $ 3.39     $ 2.82
                                     ======     ======     ======     ======     ======     ======
Thousands of accumulation units
 outstanding, end of year.........   56,404     59,833     61,359     66,715     70,558     73,239
                                     ======     ======     ======     ======     ======     ======

<CAPTION>
                                        INVESTMENT COMPANY COMPOSITE FUND
                                    -----------------------------------------
                                      1993       1992       1991       1990
                                    --------   --------   --------   --------
<S>                                 <C>        <C>        <C>        <C>
Unit value, beginning of year.....   $ 2.55     $ 2.43     $ 2.08     $ 2.04
                                     ======     ======     ======     ======
Unit value, end of year...........   $ 2.95     $ 2.55     $ 2.43     $ 2.08
                                     ======     ======     ======     ======
Thousands of accumulation units
 outstanding, end of year.........   71,215     50,944     43,115     37,461
                                     ======     ======     ======     ======
</TABLE>
<TABLE>
<CAPTION>
                                                           INVESTMENT COMPANY BOND FUND
                                    --------------------------------------------------------------------------
                                      1999       1998       1997       1996       1995       1994       1993
                                    --------   --------   --------   --------   --------   --------   --------
<S>                                 <C>        <C>        <C>        <C>        <C>        <C>        <C>
Unit value, beginning of year.....   $ 3.17     $ 3.00     $ 2.75     $ 2.69     $ 2.28     $ 2.39     $ 2.13
                                     ======     ======     ======     ======     ======     ======     ======
Unit value, end of year...........   $ 3.07     $ 3.17     $ 3.00     $ 2.75     $ 2.69     $ 2.28     $ 2.39
                                     ======     ======     ======     ======     ======     ======     ======
Thousands of accumulation units
 outstanding, end of year.........   14,287     17,746     12,671     12,548     12,083     10,601     12,244
                                     ======     ======     ======     ======     ======     ======     ======

<CAPTION>
                                     INVESTMENT COMPANY BOND FUND
                                    ------------------------------
                                      1992       1991       1990
                                    --------   --------   --------
<S>                                 <C>        <C>        <C>
Unit value, beginning of year.....   $1.99      $1.73      $1.67
                                     =====      =====      =====
Unit value, end of year...........   $2.13      $1.99      $1.73
                                     =====      =====      =====
Thousands of accumulation units
 outstanding, end of year.........   9,203      6,152      5,235
                                     =====      =====      =====
</TABLE>

<TABLE>
<CAPTION>
                                                                                INVESTMENT COMPANY
                                                                                MID-TERM BOND FUND
                                                 --------------------------------------------------------------------------------
                                                   1999        1998        1997        1996        1995        1994        1993
                                                 --------    --------    --------    --------    --------    --------    --------
<S>                                              <C>         <C>         <C>         <C>         <C>         <C>         <C>
Unit value, beginning of period................   $1.32       $1.26       $1.19       $1.16       $1.01       $1.06       $1.00
                                                  =====       =====       =====       =====       =====       =====       =====
Unit value, end of period......................   $1.32       $1.32       $1.26       $1.19       $1.16       $1.01       $1.06
                                                  =====       =====       =====       =====       =====       =====       =====
Thousands of accumulation units
 outstanding, end of period....................   6,037       7,325       4,478       3,828       2,848       1,444       1,411
                                                  =====       =====       =====       =====       =====       =====       =====
</TABLE>

                                       29
<PAGE>

<TABLE>
<CAPTION>
                                                                                INVESTMENT COMPANY
                                                                               SHORT-TERM BOND FUND
                                                 --------------------------------------------------------------------------------
                                                   1999        1998        1997        1996        1995        1994        1993
                                                 --------    --------    --------    --------    --------    --------    --------
<S>                                              <C>         <C>         <C>         <C>         <C>         <C>         <C>
Unit value, beginning of period................   $1.24       $1.19       $1.14       $1.10       $1.03       $1.03       $1.00
                                                  =====       =====       =====       =====       =====       =====       =====
Unit value, end of period......................   $1.28       $1.24       $1.19       $1.14       $1.10       $1.03       $1.03
                                                  =====       =====       =====       =====       =====       =====       =====
Thousands of accumulation units
 outstanding, end of period....................   3,604       3,164       2,355       2,129       1,447       1,132         747
                                                  =====       =====       =====       =====       =====       =====       =====
</TABLE>
<TABLE>
<CAPTION>
                                                 INVESTMENT COMPANY MONEY MARKET FUND
                                    ---------------------------------------------------------------
                                      1999       1998       1997       1996       1995       1994
                                    --------   --------   --------   --------   --------   --------
<S>                                 <C>        <C>        <C>        <C>        <C>        <C>
Unit value, beginning of year.....   $ 2.03     $ 1.95     $ 1.87     $ 1.80     $ 1.72     $ 1.68
                                     ======     ======     ======     ======     ======     ======
Unit value, end of year...........   $ 2.11     $ 2.03     $ 1.95     $ 1.87     $ 1.80     $ 1.72
                                     ======     ======     ======     ======     ======     ======
Thousands of accumulation units
 outstanding, end of year.........   20,766     19,121     16,831     17,511     17,502     17,653
                                     ======     ======     ======     ======     ======     ======

<CAPTION>
                                      INVESTMENT COMPANY MONEY MARKET FUND
                                    -----------------------------------------
                                      1993       1992       1991       1990
                                    --------   --------   --------   --------
<S>                                 <C>        <C>        <C>        <C>
Unit value, beginning of year.....   $ 1.65     $ 1.62     $ 1.54     $ 1.44
                                     ======     ======     ======     ======
Unit value, end of year...........   $ 1.68     $ 1.65     $ 1.62     $ 1.54
                                     ======     ======     ======     ======
Thousands of accumulation units
 outstanding, end of year.........   15,815     16,545     15,656     13,972
                                     ======     ======     ======     ======
</TABLE>
<TABLE>
<CAPTION>
                                                                      SCUDDER BOND FUND
                                    -------------------------------------------------------------------------------------
                                      1999       1998       1997       1996       1995       1994       1993       1992
                                    --------   --------   --------   --------   --------   --------   --------   --------
<S>                                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Unit value, beginning of year.....   $13.02     $12.37     $11.48     $11.30     $ 9.69     $10.32     $ 9.30     $8.78
                                     ======     ======     ======     ======     ======     ======     ======     =====
Unit value, end of year...........   $12.73     $13.02     $12.37     $11.48     $11.30     $ 9.69     $10.32     $9.30
                                     ======     ======     ======     ======     ======     ======     ======     =====
Thousands of accumulation units
 outstanding, end of year.........    1,558      1,757      1,484      1,362      1,269      1,169      1,277     1,053
                                     ======     ======     ======     ======     ======     ======     ======     =====

<CAPTION>
                                     SCUDDER BOND FUND
                                    -------------------
                                      1991       1990
                                    --------   --------
<S>                                 <C>        <C>
Unit value, beginning of year.....   $7.54      $7.05
                                     =====      =====
Unit value, end of year...........   $8.78      $7.54
                                     =====      =====
Thousands of accumulation units
 outstanding, end of year.........     600        354
                                     =====      =====
</TABLE>
<TABLE>
<CAPTION>
                                                           SCUDDER CAPITAL GROWTH FUND
                                    --------------------------------------------------------------------------
                                      1999       1998       1997       1996       1995       1994       1993
                                    --------   --------   --------   --------   --------   --------   --------
<S>                                 <C>        <C>        <C>        <C>        <C>        <C>        <C>
Unit value, beginning of year.....   $36.07     $29.64     $22.11     $18.64     $14.67     $16.46     $13.80
                                     ======     ======     ======     ======     ======     ======     ======
Unit value, end of year...........   $48.17     $36.07     $29.64     $22.11     $18.64     $14.67     $16.46
                                     ======     ======     ======     ======     ======     ======     ======
Thousands of accumulation units
 outstanding, end of year.........   11,582     11,462     11,094      9,266      8,556      8,121      6,582
                                     ======     ======     ======     ======     ======     ======     ======

<CAPTION>
                                     SCUDDER CAPITAL GROWTH FUND
                                    ------------------------------
                                      1992       1991       1990
                                    --------   --------   --------
<S>                                 <C>        <C>        <C>
Unit value, beginning of year.....   $13.09     $ 9.48     $10.35
                                     ======     ======     ======
Unit value, end of year...........   $13.80     $13.09     $ 9.48
                                     ======     ======     ======
Thousands of accumulation units
 outstanding, end of year.........    3,698      2,138      1,103
                                     ======     ======     ======
</TABLE>
<TABLE>
<CAPTION>
                                                            SCUDDER INTERNATIONAL FUND
                                    --------------------------------------------------------------------------
                                      1999       1998       1997       1996       1995       1994       1993
                                    --------   --------   --------   --------   --------   --------   --------
<S>                                 <C>        <C>        <C>        <C>        <C>        <C>        <C>
Unit value, beginning of year.....   $16.93     $14.46     $13.43     $11.85     $10.80     $11.06     $ 8.13
                                     ======     ======     ======     ======     ======     ======     ======
Unit value, end of year...........   $25.83     $16.93     $14.46     $13.43     $11.85     $10.80     $11.06
                                     ======     ======     ======     ======     ======     ======     ======
Thousands of accumulation units
 outstanding, end of year.........    8,486      8,004      8,205      7,688      7,269      8,610      5,400
                                     ======     ======     ======     ======     ======     ======     ======

<CAPTION>
                                      SCUDDER INTERNATIONAL FUND
                                    ------------------------------
                                      1992       1991       1990
                                    --------   --------   --------
<S>                                 <C>        <C>        <C>
Unit value, beginning of year.....   $8.48      $7.68      $8.41
                                     =====      =====      =====
Unit value, end of year...........   $8.13      $8.48      $7.68
                                     =====      =====      =====
Thousands of accumulation units
 outstanding, end of year.........   2,262      1,849      1,644
                                     =====      =====      =====
</TABLE>
<TABLE>
<CAPTION>
                                                        FIDELITY VIP
                                                     EQUITY-INCOME FUND          FIDELITY VIP II CONTRA FUND
                                    ----------------------------------------------------
                                                                                ------------------------------
                                      1999       1998       1997       1996       1995       1999       1998
                                    --------   --------   --------   --------   --------   --------   --------
<S>                                 <C>        <C>        <C>        <C>        <C>        <C>        <C>
Unit value, beginning of period...   $30.65     $27.77     $21.93     $19.43     $16.30     $26.16     $20.36
                                     ======     ======     ======     ======     ======     ======     ======
Unit value, end of period.........   $32.21     $30.65     $27.77     $21.93     $19.43     $32.13     $26.16
                                     ======     ======     ======     ======     ======     ======     ======
Thousands of accumulation units
 outstanding, end of period.......    4,213      4,018      3,491      2,342        728      8,430      6,742
                                     ======     ======     ======     ======     ======     ======     ======

<CAPTION>

                                         FIDELITY VIP II CONTRA FUND

                                         -----------------------
                                               1997       1996       1995
                                         -   --------   --------   --------
<S>                                          <C>        <C>        <C>
Unit value, beginning of period...            $16.59     $13.85     $11.43
                                              ======     ======     ======
Unit value, end of period.........            $20.36     $16.59     $13.85
                                              ======     ======     ======
Thousands of accumulation units
 outstanding, end of period.......             5,656      3,880      1,792
                                              ======     ======     ======
</TABLE>

<TABLE>
<CAPTION>
                                                                         FIDELITY VIP II ASSET MANAGER FUND
                                                              --------------------------------------------------------
                                                                1999        1998        1997        1996        1995
                                                              --------    --------    --------    --------    --------
<S>                                                           <C>         <C>         <C>         <C>         <C>
Unit value, beginning of period.............................   $24.04      $21.14      $17.72      $15.66      $14.04
                                                               ======      ======      ======      ======      ======
Unit value, end of period...................................   $26.40      $24.04      $21.14      $17.72      $15.66
                                                               ======      ======      ======      ======      ======
Thousands of accumulation units
 outstanding, end of period.................................    1,747       1,488       1,150         613         184
                                                               ======      ======      ======      ======      ======
</TABLE>

<TABLE>
<CAPTION>
                                                                      CALVERT SOCIAL BALANCED FUND
                                    ------------------------------------------------------------------------------------------------
                                      1999       1998       1997       1996       1995       1994       1993       1992       1991
                                    --------   --------   --------   --------   --------   --------   --------   --------   --------
<S>                                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Unit value, beginning of period...   $ 3.04     $ 2.65     $ 2.23     $ 2.01     $1.57      $1.64      $1.54      $1.44      $1.32
                                     ======     ======     ======     ======     =====      =====      =====      =====      =====
Unit value, end of period.........   $ 3.37     $ 3.04     $ 2.65     $ 2.23     $2.01      $1.57      $1.64      $1.54      $1.44
                                     ======     ======     ======     ======     =====      =====      =====      =====      =====
Thousands of accumulation units
 outstanding, end of period.......   16,041     14,257     12,479     10,713     7,849      5,986      5,151      2,742        678
                                     ======     ======     ======     ======     =====      =====      =====      =====      =====
</TABLE>

                                       30
<PAGE>
<TABLE>
<CAPTION>
                                       AMERICAN CENTURY VP CAPITAL APPRECIATION FUND
                                    ----------------------------------------------------
                                      1999       1998       1997       1996       1995
                                    --------   --------   --------   --------   --------
<S>                                 <C>        <C>        <C>        <C>        <C>
Unit value, beginning of year.....   $10.69     $11.04     $11.53     $12.18     $ 9.39
                                     ======     ======     ======     ======     ======
Unit value, end of year...........   $17.40     $10.69     $11.04     $11.53     $12.18
                                     ======     ======     ======     ======     ======
Thousands of accumulation units
 outstanding, end of year.........    3,394      3,303      4,510      7,264      8,061
                                     ======     ======     ======     ======     ======

<CAPTION>
                                       AMERICAN CENTURY VP CAPITAL APPRECIATION FUND
                                    ----------------------------------------------------
                                      1994       1993       1992       1991       1990
                                    --------   --------   --------   --------   --------
<S>                                 <C>        <C>        <C>        <C>        <C>
Unit value, beginning of year.....   $9.61      $8.81      $9.01      $6.40      $6.53
                                     =====      =====      =====      =====      =====
Unit value, end of year...........   $9.39      $9.61      $8.81      $9.01      $6.40
                                     =====      =====      =====      =====      =====
Thousands of accumulation units
 outstanding, end of year.........   6,361      5,946      5,280      3,056      1,518
                                     =====      =====      =====      =====      =====
</TABLE>

- ------------------------
  The dates the Funds of the Separate Account commenced operation are as
  follows:

  Investment Company Money Market, All America, Bond and Composite
  Funds--January 1, 1985; Scudder Capital Growth, Bond and International Funds
  and American Century VP Capital Appreciation Fund--January 3, 1989; Calvert
  Social Balanced Fund--May 13, 1991; Investment Company Equity Index,
  Short-Term Bond and Mid-Term Bond Funds--February 5, 1993; Investment Company
  Aggressive Equity Fund--May 2, 1994; Fidelity VIP Equity-Income Fund and
  Fidelity VIP II Contra and Asset Manager Funds--May 1, 1995; and Investment
  Company Mid-Cap Equity Index Fund--May 3, 1999.

                                       31
<PAGE>










































MUTUAL OF AMERICA
LIFE INSURANCE COMPANY


320 Park Avenue
New York, NY 10022-6839
<PAGE>
- --------------------------------------------------------------------------------

                      STATEMENT OF ADDITIONAL INFORMATION

                            FOR THE SECTION 457 PLAN
                    VARIABLE ACCUMULATION ANNUITY CONTRACTS

                                   Issued By
                    MUTUAL OF AMERICA LIFE INSURANCE COMPANY
                                320 Park Avenue
                            New York, New York 10022

                                  Through its
                             SEPARATE ACCOUNT NO. 2
     ---------------------------------------------------------------------

This Statement of Additional Information expands upon subjects we discuss in the
current Prospectus for the Section 457 Plan variable accumulation annuity
contract (CONTRACT) that we offer.


You may obtain a copy of the Prospectus, dated May 1, 2000, by calling
1-800-468-3785, or by writing to Mutual of America Life Insurance Company, 320
Park Avenue, New York, New York 10022, Attn: Eldon Wonacott. The Prospectus
contains definitions of various terms, and we incorporate those terms by
reference into this Statement of Additional Information.


THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND YOU SHOULD READ
IT IN CONJUNCTION WITH THE PROSPECTUS FOR THE CONTRACTS.

                               TABLE OF CONTENTS
- --------------------------------------------------------------------------------


<TABLE>
<S>                                                           <C>
                                                              Page
                                                              ----
Distribution of the Contracts...............................     2
Calculation of Accumulation Unit Values.....................     2
Yield and Performance Information...........................     3
Safekeeping of Separate Account Assets......................     8
State Regulation............................................     8
Periodic Reports............................................     9
Legal Proceedings...........................................     9
Legal Matters...............................................     9
Experts.....................................................     9
Additional Information......................................    10
Financial Statements........................................    10
</TABLE>


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

DATED: MAY 1, 2000

<PAGE>
                         DISTRIBUTION OF THE CONTRACTS
- --------------------------------------------------------------------------------

We offer the Contracts for sale on a continuous basis through certain of our
employees. The only compensation we pay for sales of the Contracts is in the
form of salary. We also serve as principal underwriter of the Contracts.

We are registered with the Securities and Exchange Commission ("Commission") as
a broker-dealer and are a member of the National Association of Securities
Dealers, Inc. All persons engaged in selling the Contracts are our licensed
agents and are duly qualified registered representatives.

                    CALCULATION OF ACCUMULATION UNIT VALUES
- --------------------------------------------------------------------------------


When a Participant allocates or transfers Account Balance to a Separate Account
Fund, the Participant's interest in the Fund is represented by Accumulation
Units. Each Fund's Accumulation Units have a different value, based on the value
of the Fund's investment in shares of the related Underlying Fund and the
charges we deduct from the Separate Account. To determine the change in a Fund's
Accumulation Unit value from the close of one Valuation Day to the close of the
next Valuation Day (which we call a Valuation Period), we use an Accumulation
Unit Change Factor.



For Separate Account Funds that invest in shares of the Investment Company
Funds, the Accumulation Unit Change Factor for each Fund for any Valuation
Period is:



 (a) the ratio of (i) the asset value of the Underlying Fund at the end of the
     current Valuation Period before any amounts are allocated to or withdrawn
     from the Fund with respect to that Valuation Period, to (ii) the asset
     value of the Underlying Fund at the end of the preceding Valuation Period,
     after all allocations and withdrawals were made for that period,



divided by



 (b) 1.000000 plus the component of the annual rate of expense risk,
     distribution expense and Separate Account administrative charges against
     the Fund's assets for the number of days from the end of the preceding
     Valuation Period to the end of the current Valuation Period.



For Separate Account Funds that invest in shares of the Fidelity, Scudder,
American Century or Calvert Portfolios, the Accumulation Unit Change Factor for
each Fund for any Valuation Period is:



 (a) the ratio of (i) the share value of the Underlying Fund at the end of the
     current Valuation Period, adjusted by the Cumulative Dividend Multiplier*
     for the current Valuation Period, to (ii) the share value of the Underlying
     Fund at the end of the preceding Valuation Period, adjusted for the
     Cumulative Dividend Multiplier for the preceding Valuation Period,



divided by



 (b) 1.000000 plus the component of the annual rate of expense risk,
     distribution expense and Separate Account administrative charges against
     the Fund's assets for the number of days from the end of the preceding
     Valuation Period to the end of the current Valuation Period.

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


*  The Cumulative Dividend Multiplier is calculated by dividing the share value,
   after a dividend distribution, into the share value without regard to the
   dividend distribution, multiplied by the previous Cumulative Dividend
   Multiplier.


                                     - 2 -
<PAGE>
                       YIELD AND PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

MONEY MARKET FUND
- --------------------------------------------------------------------------------

Regulations adopted by the Commission require us to disclose the current
annualized yield of the Money Market Fund of the Separate Account for a
seven-day period in a manner that does not take into consideration any realized
or unrealized gains or losses on shares of the Money Market Fund of the
Investment Company or on its portfolio securities. This is called YIELD. The
Commission also permits us to disclose the effective yield of the Money Market
Fund of the Separate Account for the same seven-day period, determined on a
compounded basis. This is called the EFFECTIVE YIELD.

Yield and effective yield reflect our deductions from the Separate Account Fund
for administrative and distribution expenses or services and the mortality and
expense risk charge accrued during the period. Because of these deductions, the
yield for the Money Market Fund of the Separate Account will be lower than the
yield for the Money Market Fund of the Investment Company.

From time to time, we will include quotations of the yield or performance of the
Separate Account's Money Market Fund in advertisements, sales literature or
shareholder reports. These performance figures are calculated in the following
manner:

 A. YIELD is the net annualized yield based on a specified seven calendar-days
    calculated at simple interest rates. Yield is calculated by determining the
    net change, exclusive of capital changes, in the value of a hypothetical
    preexisting account having a balance of one accumulation unit at the
    beginning of the period and dividing the difference by the value of the
    account at the beginning of the base period to obtain the base period
    return. The yield is annualized by multiplying the base period return by
    365/7. The yield figure is stated to the nearest hundredth of one percent.

 B. EFFECTIVE YIELD is the net annualized yield for a specified seven calendar
    days, assuming a reinvestment of the income (compounding). Effective yield
    is calculated by the same method as yield, except the yield figure is
    compounded by adding 1, raising the sum to a power equal to 365 divided by
    7, and subtracting one from the result, according to the following formula:


    Effective Yield = [(Base Period Return +1)to the power of(365/7)]-1.



The current yield of the Money Market Fund of the Separate Account for the
seven-day period ended December 28, 1999 was 4.50%.


Yield and effective yield are based on historical earnings and show the
performance of a hypothetical investment. The yield on amounts held in the Money
Market Fund of the Separate Account normally will fluctuate on a daily basis,
and therefore the yield for any past period is not an indication or
representation of future yield. The Money Market Fund's actual yield and
effective yield are affected by changes in interest rates on money market
securities, average portfolio maturity of the Money Market Fund of the
Investment Company, the types and quality of portfolio securities held by the
Money Market Fund of the Investment Company, and its operating expenses.

When communicating total return to current or prospective Participants, we also
may compare the Money Market Fund's figures to the performance of other variable
annuity accounts tracked

                                     - 3 -
<PAGE>
by mutual fund rating services or to unmanaged indices that may assume
reinvestment of dividends but generally do not reflect deductions for
administrative and management costs.

BOND FUNDS
- --------------------------------------------------------------------------------

From time to time, we may include quotations of the yield of the Separate
Account's Investment Company Bond Funds and Scudder Bond Fund in advertisements,
sales literature or shareholder reports. Yield is computed by annualizing net
investment income, as determined by the Commission's formula, calculated on a
per Accumulation Unit basis, for a recent one month or 30-day period and
dividing that amount by the unit value of the Fund at the end of the period.

FUNDS OTHER THAN MONEY MARKET
- --------------------------------------------------------------------------------

From time to time, we may include quotations of a Fund's TOTAL RETURN in
advertisements, sales literature or shareholder reports. These performance
figures are calculated in the following manner:

 A. AVERAGE ANNUAL TOTAL RETURN is the average annual compounded rate of return
    for the periods of one year, five years and ten years, if applicable, all
    ended on the date of a recent calendar quarter. In addition, the total
    return for the life of the Fund is given. Total return quotations reflect
    changes in the price of a Fund's shares and assume that all dividends and
    capital gains distributions during the respective periods were reinvested in
    Fund shares. Total return is calculated by finding the average annual
    compounded rates of return of a hypothetical investment over such periods,
    according to the following formula (total return is then expressed as a
    percentage):


    T = (ERV/P)to the power of(1/n) - 1


Where:

    P = a hypothetical initial payment of $1,000
    T = average annual total return
    n = number of years
    ERV = ending redeemable value: ERV is the value, at the end of the
          applicable period, of a hypothetical $1,000 investment made at the
          beginning of the applicable period.

                                     - 4 -
<PAGE>
B.CUMULATIVE TOTAL RETURN is the compound rate of return on a hypothetical
  initial investment of $1,000 for a specified period. Cumulative total return
  quotations reflect changes in the value of a Fund's unit values and assume
  that all dividends and capital gains distributions during the period were
  reinvested in Fund shares. Cumulative total return is calculated by finding
  the compound rates of return of a hypothetical investment over such periods,
  according to the following formula (cumulative total return is then expressed
  as a percentage):

    C = (ERV/P) - 1.

Where:

    C = Cumulative Total Return
    P = hypothetical initial payment of $1,000
    ERV = ending redeemable value: ERV is the value, at the end of the
          applicable period, of a hypothetical $1,000 investment made at the
          beginning of the applicable period.


                          AVERAGE ANNUAL TOTAL RETURN
                      FOR PERIODS ENDED DECEMBER 31, 1999



<TABLE>
<CAPTION>
FUND                                     ONE YEAR   FIVE YEARS   TEN YEARS   LIFE OF FUND   INCEPTION DATE
- ----                                     --------   ----------   ---------   ------------   --------------
<S>                                      <C>        <C>          <C>         <C>            <C>
Investment Company Equity Index........    18.8%       26.3%      N/A            19.2%         02/05/93
Investment Company All America.........    23.9%       24.3%       14.7%         16.0%         01/01/85
Investment Company Mid-Cap Equity
  Index................................   N/A         N/A         N/A            10.6%         05/03/99
Investment Company Aggressive Equity...    41.2%       21.8%      N/A            20.3%         05/02/94
Investment Company Composite...........    13.5%       14.5%       10.3%         11.5%         01/01/85
Investment Company Bond................    (3.3)%       5.9%        6.0%          7.2%         01/01/85
Investment Company Mid-Term Bond.......    (0.1)%       5.4%      N/A             4.2%         02/05/93
Investment Company Short-Term Bond.....     2.7%        4.2%      N/A             3.7%         02/05/93
Scudder Capital Growth.................    33.2%       26.6%       16.3%         17.0%         01/03/89
Scudder Bond...........................    (2.4)%       5.4%        5.8%          6.4%         01/03/89
Scudder International..................    52.2%       18.8%       11.6%         13.8%         01/03/89
Fidelity VIP Equity-Income.............     4.9%      N/A         N/A            15.7%         05/01/95
Fidelity VIP II Contra.................    22.6%      N/A         N/A            24.8%         05/01/95
Fidelity VIP II Asset Manager..........     9.6%      N/A         N/A            14.5%         05/01/95
Calvert Social Balanced................    10.6%       16.3%      N/A            11.5%         05/23/93
American Century VP Capital
  Appreciation.........................    62.4%       12.9%       10.0%         11.8%         01/03/89
</TABLE>


                                     - 5 -
<PAGE>

                            CUMULATIVE TOTAL RETURNS
                      FOR PERIODS ENDED DECEMBER 31, 1999



<TABLE>
<CAPTION>
FUND                                    ONE YEAR   FIVE YEARS   TEN YEARS   LIFE OF FUND   INCEPTION DATE
- ----                                    --------   ----------   ---------   ------------   --------------
<S>                                     <C>        <C>          <C>         <C>            <C>
Investment Company Equity Index.......    18.8%       221.4%      N/A           242.0%        02/05/93
Investment Company All America........    23.9%       196.7%      294.1%        822.6%        01/01/85
Investment Company Mid-Cap Equity
  Index...............................   N/A         N/A          N/A            10.6%        05/03/99
Investment Company Aggressive
  Equity..............................    41.2%       168.1%      N/A           185.5%        05/02/94
Investment Company Composite..........    13.5%        96.8%      166.5%        414.5%        01/01/85
Investment Company Bond...............    (3.3)%       33.2%       62.9%        182.0%        01/01/85
Investment Company Mid-Term Bond......    (0.1)%       30.1%      N/A            32.8%        02/05/93
Investment Company Short-Term Bond....     2.7%        22.8%      N/A            28.4%        02/05/93
Scudder Capital Growth................    33.2%       225.2%      352.7%        463.1%        01/03/89
Scudder Bond..........................    (2.4)%       30.1%       75.7%         98.1%        01/03/89
Scudder International.................    52.2%       136.6%      199.7%        313.4%        01/03/89
Fidelity VIP Equity-Income............     4.9%      N/A          N/A            97.9%        05/01/95
Fidelity VIP II Contra................    22.6%      N/A          N/A           181.5%        05/01/95
Fidelity VIP II Asset Manager.........     9.6%      N/A          N/A            88.4%        05/01/95
Calvert Social Balanced...............    10.6%       112.8%      N/A           155.3%        05/13/91
American Century VP Capital
  Appreciation........................    62.4%        83.4%      159.4%        239.9%        01/03/89
</TABLE>



The returns for the All America Fund (previously called the "Stock Fund") prior
to May 1, 1994 reflect the results of the Underlying Fund prior to a change in
its investment objectives and policies and the addition of subadvisers on that
date. The commencement dates are for the Funds in Separate Account No. 2.


The above figures for the Money Market and other Funds, both for average annual
total return and cumulative total return, reflect charges made to the Separate
Account, including a monthly service charge. In the above table, we deducted the
$2.00 monthly contract fee from each Separate Account Fund, calculated as a cost
per $1,000 based on the average Account Balance for all of our individually
allocated contracts. For any Participant, the actual treatment of the monthly
contract fee and its effect on total return will depend on the Participant's
actual allocation of Account Balance.

                                     - 6 -
<PAGE>
If you have Account Balance in the General Account, the monthly contract fee
would be deducted from the General Account, not any Separate Account Fund.
Accordingly, the illustration of your Account Balance held in any of the Funds
of the Separate Account would experience a higher total return than shown above.
If you do not have Account Balance allocated to the General Account, but you do
have Account Balance allocated to more than one Fund of the Separate Account,
the fee would only be deducted from one of the Funds so that an illustration of
total return figures of the other Funds would be higher than shown above and the
Separate Account Fund from which the fee was deducted would illustrate a lower
total return than shown above.

If you do not have any Account Balance in the General Account, we will deduct
the $2.00 monthly charge from your Account Balance allocated to one or more of
the Separate Account Funds, in the following order:

(a) Investment Company Money Market Fund,

(b) Investment Company Short-Term Bond Fund,

(c) Investment Company Mid-Term Bond Fund,

(d) Investment Company Bond Fund,

(e) Scudder Bond Fund,

(f) Investment Company Composite Fund,

(g) Fidelity VIP II Asset Manager Fund,

(h) Calvert Social Balanced Fund,

(i) Fidelity VIP Equity-Income Fund,

(j) Investment Company All America Fund,

(k) Investment Company Equity Index Fund,

(l) Investment Company Mid-Cap Equity Index Fund,

(m) Fidelity VIP II Contra Fund,

(n) Investment Company Aggressive Equity Fund,

(o) Scudder Capital Growth Fund,

(p) Scudder International Fund, and

(q) American Century VP Capital Appreciation Fund.

Performance figures are based on historical earnings and are not guaranteed to
reoccur. They are not necessarily indicative of the future investment
performance of a particular Fund. Total return and yield for a Fund will vary
based on changes in market conditions and the performance of the Underlying
Fund. Unit values will fluctuate so that, when redeemed, they may be worth more
or less than their original cost.

When communicating total return to current or prospective Participants, we also
may compare a Fund's figures to the performance of other variable annuity
accounts tracked by mutual fund rating services or to unmanaged indices that may
assume reinvestment of dividends but generally do not reflect deductions for
administrative and management costs.

                                     - 7 -
<PAGE>
                     SAFEKEEPING OF SEPARATE ACCOUNT ASSETS
- --------------------------------------------------------------------------------

We hold title to the Separate Account's assets, including shares of the
Underlying Funds. We maintain records of all purchases and redemptions of
Underlying Fund shares by each of the Separate Account Funds.

                                STATE REGULATION
- --------------------------------------------------------------------------------

We are subject to regulation by the New York State Superintendent of Insurance
("Superintendent") as well as by the insurance departments of all the other
states and jurisdictions in which we does business.

We must file with the Superintendent an annual statement on a form specified by
the National Association of Insurance Commissioners. We also must file with New
York and other states a separate statement covering the separate accounts that
we maintain, including the Separate Account. Our books and assets are subject to
review and examination by the Superintendent and the Superintendent's agents at
all times. The Superintendent makes a full examination into our affairs at least
every five years. Other states also may periodically conduct a full examination
of our operations.

The laws of New York and of other states in which we are licensed to transact
business specifically provide for regulation and supervision of the variable
annuity activities of life insurance companies. Regulations require certain
contract provisions and require us to obtain approval of contract forms. State
regulation does not involve any supervision or control over the investment
policies of the Separate Account, or the selection of investments therefor,
except for verification that any such investments are permissible under
applicable law. Generally, the states in which we do business apply the laws of
New York in determining permissible investments for us.

                                     - 8 -
<PAGE>
                                PERIODIC REPORTS
- --------------------------------------------------------------------------------

Prior to your Annuity Commencement Date, we will provide you, at least
quarterly, with a statement as of a specified date covering the period since the
last statement. The statement will set forth, for the covered period:

(1) Amounts added to your Account Balance, which will be Deferred Compensation
   deposits under 457 Contracts or Contributions under Thrift, IRA, FPA and TDA
   Contracts made by you or on your behalf, including

   -  the allocation of contributed amounts to the Separate and General
      Accounts;

   -  the date Deferred Compensation was deducted from your salary or the
      Contribution was made; and

   -  the date the amount was credited to your account.

(2) Interest accrued on amounts allocated for you to the General Account.

(3) The number and dollar value of Accumulation Units credited to you in each
   Fund of the Separate Account; and

(4) The total amounts of all withdrawals and transfers from the General Account
   and each Fund.

We have advised Employers that they should remit your Contributions to us within
seven days of the date the Contribution was withheld from your pay.

The statement we send to you also will specify your Account Balance available to
provide a periodic benefit, cash return or death benefit. We will transmit to
Participants, at least semi-annually, reports showing the financial condition of
the Separate Account and showing the schedules of investments held in each
Underlying Fund.

                               LEGAL PROCEEDINGS
- --------------------------------------------------------------------------------

We are engaged in litigation of various kinds, which in our judgment is not of
material importance in relation to our total assets. There are no legal
proceedings pending to which the Separate Account is a party.

                                 LEGAL MATTERS
- --------------------------------------------------------------------------------

All matters of applicable state law pertaining to the Contracts, including our
right to issue the Contracts, have been passed upon by Patrick A. Burns, Senior
Executive Vice President and General Counsel of Mutual of America. Legal matters
relating to Federal securities laws have been passed upon by Stanley M.
Lenkowicz, Senior Vice President and Deputy General Counsel of Mutual of
America.

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

Arthur Andersen LLP, our independent public accountants, have audited the
financial statements included in this Statement of Additional Information, as
indicated in their reports relating to the statements. We have included the
reports of Arthur Andersen LLP in reliance upon the authority of the firm as
experts in giving such reports.

                                     - 9 -
<PAGE>
                             ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

We have filed with the Commission a registration statement under the Securities
Act of 1933, as amended, concerning to the Contracts. Not all of the information
set forth in the registration statement, amendments and exhibits thereto has
been included in this Statement of Additional Information or in the current
Prospectus for the Contracts. Statements contained herein concerning the content
of the Contracts and other legal instruments are intended to be summaries. For a
complete statement of the terms of those documents, reference should be made to
the materials filed with the Commission. The Commission has an Internet web site
at http://www.sec.gov, or you may write to the Commission's Public Reference
Section, Washington, DC 20549-6009 and obtain copies upon payment of a
duplicating fee.

                              FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------


When you allocate Account Balance to the Separate Account Funds, the value of
the Account Balance in those Funds is impacted primarily by the investment
results of the Underlying Fund(s). Financial Statements of the Separate Account
for 1999 are included as follows:



Financial Statements of the Separate Account for 1999 are included as follows:

<TABLE>
<S>                                                           <C>

Statement of Assets and Liabilities.........................   11
Statement of Operations.....................................   13
Statements of Changes in Net Assets.........................   15
Notes to Financial Statements...............................   18
Report of Independent Public Accountants....................   25
</TABLE>


You should consider our financial statements included in this Statement of
Additional Information as bearing on our ability to meet our obligations under
the Contracts and to support our General Account.


Financial Statements of Mutual of America for 1999 are included as follows:

<TABLE>
<S>                                                           <C>

Report of Independent Public Accountants....................   26
Consolidated Statements of Financial Condition..............   27
Consolidated Statements of Operations and Surplus...........   28
Consolidated Statements of Cash Flows.......................   29
Notes to Consolidated Financial Statements..................   30
</TABLE>


                                     - 10 -
<PAGE>
                    MUTUAL OF AMERICA SEPARATE ACCOUNT NO. 2
                      STATEMENT OF ASSETS AND LIABILITIES
                               DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                               INVESTMENT COMPANY
                                   --------------------------------------------------------------------------
                                                                                  MID-CAP
                                   MONEY MARKET   ALL AMERICA    EQUITY INDEX   EQUITY INDEX        BOND
                                       FUND           FUND           FUND           FUND            FUND
                                   ------------   ------------   ------------   ------------   --------------
<S>                                <C>            <C>            <C>            <C>            <C>
Assets:
Investments in Mutual of America
  Investment Corporation at
  market value
  (Cost:
  Money Market Fund--$44,801,491
  All America Fund--$345,309,677
  Equity Index Fund--$282,996,694
  Mid-Cap Equity
    Index--$3,542,725
  Bond Fund--$48,549,982)
  (Notes 1 and 2)................  $44,088,450    $485,044,971   $384,361,512   $  3,786,860    $ 43,979,793
Due From (To) Mutual of America
  General Account................     (309,762)     (2,434,787)       257,303         14,211         (78,718)
                                   -----------    ------------   ------------   ------------    ------------
Net Assets.......................  $43,778,688    $482,610,184   $384,618,815   $  3,801,071    $ 43,901,075
                                   ===========    ============   ============   ============    ============
Unit Value at December 31, 1999
  (Note 5).......................  $      2.11    $      10.05   $       3.41   $       1.11    $       3.07
                                   ===========    ============   ============   ============    ============
Number of Units Outstanding at
  December 31, 1999 (Note 5).....   20,765,603      48,013,571    112,734,611      3,430,529      14,286,831
                                   ===========    ============   ============   ============    ============
</TABLE>

<TABLE>
<CAPTION>
                                                                      INVESTMENT COMPANY
                                                --------------------------------------------------------------
                                                 SHORT-TERM      MID-TERM      COMPOSITE     AGGRESSIVE EQUITY
                                                 BOND FUND      BOND FUND         FUND             FUND
                                                ------------   ------------   ------------   -----------------
<S>                                             <C>            <C>            <C>            <C>
Assets:
Investments in Mutual of America Investment
  Corporation at market value
  (Cost:
  Short-Term Bond Fund--$4,891,585
  Mid-Term Bond Fund--$8,664,505
  Composite Fund--$283,283,242
  Aggressive Equity Fund--$125,799,408)
  (Notes 1 and 2).............................  $ 4,643,095    $  8,000,926   $316,191,235     $177,135,206
Due From (To) Mutual of America General
  Account.....................................      (26,162)         (2,440)        55,735           94,575
                                                ------------   ------------   ------------     ------------
Net Assets....................................  $ 4,616,933    $  7,998,486   $316,246,970     $177,229,781
                                                ============   ============   ============     ============
Unit Value at December 31, 1999 (Note 5)......  $      1.28    $       1.32   $       5.61     $       2.85
                                                ============   ============   ============     ============
Number of Units Outstanding at December 31,
  1999 (Note 5)...............................    3,603,865       6,036,785     56,403,559       62,123,089
                                                ============   ============   ============     ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                     - 11 -
<PAGE>
                    MUTUAL OF AMERICA SEPARATE ACCOUNT NO. 2
                      STATEMENT OF ASSETS AND LIABILITIES
                               DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                          SCUDDER                     AMERICAN CENTURY
                                         ------------------------------------------   ----------------
                                                         CAPITAL                         VP CAPITAL
                                            BOND          GROWTH      INTERNATIONAL     APPRECIATION
                                            FUND           FUND           FUND              FUND
                                         -----------   ------------   -------------   ----------------
<S>                                      <C>           <C>            <C>             <C>
Assets:
Investments in Scudder Portfolios and
  American Century VP Capital
  Appreciation at market value
  (Cost:
  Scudder Bond Fund--$20,914,832
  Scudder Capital Growth Fund--
    $321,652,581
  Scudder International Fund--
    $175,164,129
  American Century VP Capital
    Appreciation
  Fund--$42,798,557
  (Notes 1 and 2)......................  $19,849,517   $557,725,832   $219,166,649      $59,651,060
Due From (To) Mutual of America General
  Account..............................       (3,675)       242,170           (189)        (610,345)
                                         -----------   ------------   ------------      -----------
Net Assets.............................  $19,845,842   $557,968,002   $219,166,460      $59,040,715
                                         ===========   ============   ============      ===========
Unit Value at December 31, 1999
  (Note 5).............................  $     12.73   $      48.17   $      25.83      $     17.40
                                         ===========   ============   ============      ===========
Number of Units Outstanding at
  December 31, 1999 (Note 5)...........    1,558,441     11,582,159      8,485,561        3,393,681
                                         ===========   ============   ============      ===========
</TABLE>

<TABLE>
<CAPTION>
                                           CALVERT                       FIDELITY
                                         -----------   --------------------------------------------
                                           SOCIAL           VIP           VIP II         VIP II
                                          BALANCED     EQUITY-INCOME      CONTRA      ASSET MANAGER
                                            FUND           FUND            FUND           FUND
                                         -----------   -------------   ------------   -------------
<S>                                      <C>           <C>             <C>            <C>
Assets:
Investments in Calvert Social Balanced
  Portfolio and Fidelity Portfolios at
  market value
  (Cost:
  Calvert Social Balanced Portfilio--
    $47,213,327
  VIP Equity-Income Fund--$115,137,489
  VIP II Contra Fund--$189,383,520
  VIP II Asset Manager Fund--
    $41,338,976) (Notes 1 and 2).......  $54,032,872   $135,720,237    $270,316,837    $46,268,457
Due From (To) Mutual of America General
  Account..............................       24,830            462         540,778       (148,844)
                                         -----------   ------------    ------------    -----------
Net Assets.............................  $54,057,702   $135,720,699    $270,857,615    $46,119,613
                                         ===========   ============    ============    ===========
Unit Value at December 31, 1999 (Note
  5)...................................  $      3.37   $      32.21    $      32.13    $     26.40
                                         ===========   ============    ============    ===========
Number of Units Outstanding at
  December 31, 1999 (Note 5)...........   16,040,885      4,212,969       8,430,355      1,746,745
                                         ===========   ============    ============    ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                     - 12 -
<PAGE>
                    MUTUAL OF AMERICA SEPARATE ACCOUNT NO. 2
                            STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                                INVESTMENT COMPANY
                                            ----------------------------------------------------------
                                            MONEY MARKET   ALL AMERICA   EQUITY INDEX   MID-CAP EQUITY
                                                FUND          FUND           FUND        INDEX FUND*
                                            ------------   -----------   ------------   --------------
<S>                                         <C>            <C>           <C>            <C>
Investment Income and Expenses:
Income (Notes 1 and 4):
  Dividend Income.........................   $2,041,942    $36,538,690   $ 9,919,788      $    29,590
                                             ----------    -----------   -----------      -----------
Expenses (Note 3):
  Fees and administrative expenses........      581,845      5,515,080     4,342,547           22,779
                                             ----------    -----------   -----------      -----------
Net Investment Income (Loss)..............    1,460,097     31,023,610     5,577,241            6,811
                                             ----------    -----------   -----------      -----------
Net Realized and Unrealized Gain (Loss) on
  Investments (Note 1):
  Net realized gain (loss) on
    investments...........................       77,005     11,573,648    11,274,282           (9,366)
  Net unrealized appreciation
    (depreciation) of investments.........     (127,237)    52,913,881    41,365,894          244,135
                                             ----------    -----------   -----------      -----------
Net Realized and Unrealized Gain (Loss) on
  Investments.............................      (50,232)    64,487,529    52,640,176          234,769
                                             ----------    -----------   -----------      -----------
Net Increase (Decrease) in Net Assets
  Resulting from Operations...............   $1,409,865    $95,511,139   $58,217,417      $   241,580
                                             ==========    ===========   ===========      ===========
</TABLE>

<TABLE>
<CAPTION>
                                                          INVESTMENT COMPANY
                               -------------------------------------------------------------------------
                                  BOND       SHORT-TERM     MID-TERM      COMPOSITE    AGGRESSIVE EQUITY
                                  FUND        BOND FUND     BOND FUND       FUND             FUND
                               -----------   -----------   -----------   -----------   -----------------
<S>                            <C>           <C>           <C>           <C>           <C>
Investment Income and Expenses:
Income (Notes 1 and 4):
  Dividend Income............  $ 3,159,195   $  373,499    $   488,456   $22,165,909      $     9,509
                               -----------   ----------    -----------   -----------      -----------
Expenses (Note 3):
  Fees and administrative
    expenses.................      673,037       62,897        116,037     3,909,925        1,629,977
                               -----------   ----------    -----------   -----------      -----------
Net Investment Income
  (Loss).....................    2,486,158      310,602        372,419    18,255,984       (1,620,468)
                               -----------   ----------    -----------   -----------      -----------
Net Realized and Unrealized
  Gain (Loss) on Investments
  (Note 1):
  Net realized gain (loss) on
    investments..............     (370,043)         117       (131,810)    2,253,148          291,748
  Net unrealized appreciation
    (depreciation) of
    investments..............   (3,710,131)    (174,534)      (245,448)   18,128,529       50,720,384
                               -----------   ----------    -----------   -----------      -----------
Net Realized and Unrealized
  Gain (Loss) on
  Investments................   (4,080,174)    (174,417)      (377,258)   20,381,677       51,012,132
                               -----------   ----------    -----------   -----------      -----------
Net Increase (Decrease) in
  Net Assets Resulting from
  Operations.................  $(1,594,016)  $  136,185    $    (4,839)  $38,637,661      $49,391,664
                               ===========   ==========    ===========   ===========      ===========
</TABLE>

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

* Commenced operations May 3, 1999.

   The accompanying notes are an integral part of these financial statements.

                                     - 13 -
<PAGE>
                    MUTUAL OF AMERICA SEPARATE ACCOUNT NO. 2
                            STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                                                              AMERICAN
                                                               SCUDDER                        CENTURY
                                             --------------------------------------------   ------------
                                                                                             VP CAPITAL
                                                BOND       CAPITAL GROWTH   INTERNATIONAL   APPRECIATION
                                                FUND            FUND            FUND            FUND
                                             -----------   --------------   -------------   ------------
<S>                                          <C>           <C>              <C>             <C>
Investment Income and Expenses:
Income (Notes 1 and 4):
  Dividend Income..........................  $ 1,050,427    $ 44,257,354     $14,242,990    $        --
                                             -----------    ------------     -----------    -----------
Expenses (Note 3):
  Fees and administrative expenses.........      299,487       5,754,587       1,941,273        421,225
                                             -----------    ------------     -----------    -----------
Net Investment Income (Loss)...............      750,940      38,502,767      12,301,717       (421,225)
                                             -----------    ------------     -----------    -----------
Net Realized and Unrealized Gain (loss) on
  Investments (Note 1):
  Net realized gain (loss) on
    investments............................     (169,851)      8,660,945      33,106,709      3,487,749
  Net unrealized appreciation
    (depreciation) of investments..........   (1,081,398)     92,663,054      31,048,001     19,279,250
                                             -----------    ------------     -----------    -----------
Net Realized and Unrealized Gain (Loss) on
  Investments..............................   (1,251,249)    101,323,999      64,154,710     22,766,999
                                             -----------    ------------     -----------    -----------
Net Increase (Decrease) in net Assets
  Resulting from Operations................  $  (500,309)   $139,826,766     $76,456,427    $22,345,774
                                             ===========    ============     ===========    ===========
</TABLE>

<TABLE>
<CAPTION>
                                             CALVERT                      FIDELITY
                                           -----------   -------------------------------------------
                                             SOCIAL           VIP          VIP II         VIP II
                                            BALANCED     EQUITY-INCOME     CONTRA      ASSET MANAGER
                                              FUND           FUND           FUND           FUND
                                           -----------   -------------   -----------   -------------
<S>                                        <C>           <C>             <C>           <C>
Investment Income and Expenses:
Income (Notes 1 and 4):
  Dividend Income........................  $ 5,159,660    $ 5,815,790    $ 7,578,736     $2,737,257
                                           -----------    -----------    -----------     ----------
Expenses (Note 3):
  Fees and administrative expenses.......      670,732      1,675,770      2,664,962        533,756
                                           -----------    -----------    -----------     ----------
Net Investment Income (Loss).............    4,488,928      4,140,020      4,913,774      2,203,501
                                           -----------    -----------    -----------     ----------
Net Realized and Unrealized Gain (Loss)
  on Investments (Note 1):
  Net realized gain (loss) on
    investments..........................      487,674      1,910,304     14,562,051        141,270
  Net unrealized appreciation
    (depreciation) of investments........       57,735       (455,188)    27,752,872      1,530,660
                                           -----------    -----------    -----------     ----------
Net Realized and Unrealized Gain (Loss)
  on Investments.........................      545,409      1,455,116     42,314,923      1,671,930
                                           -----------    -----------    -----------     ----------
Net Increase (Decrease) in Net Assets
  Resulting from Operations..............  $ 5,034,337    $ 5,595,136    $47,228,697     $3,875,431
                                           ===========    ===========    ===========     ==========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                     - 14 -
<PAGE>
                    MUTUAL OF AMERICA SEPARATE ACCOUNT NO. 2
                      STATEMENTS OF CHANGES IN NET ASSETS
                        FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                                                  INVESTMENT COMPANY
                                 -------------------------------------------------------------------------------------
                                     MONEY MARKET FUND            ALL AMERICA FUND              EQUITY INDEX FUND
                                 -------------------------   ---------------------------   ---------------------------
                                    1999          1998           1999           1998           1999           1998
                                 -----------   -----------   ------------   ------------   ------------   ------------
<S>                              <C>           <C>           <C>            <C>            <C>            <C>
Increase (Decrease) in Net
 Assets:
From Operations:
  Net investment income
    (loss).....................  $ 1,460,097   $ 1,241,369   $ 31,023,610   $ 42,592,167   $  5,577,241   $ 17,958,857
  Net realized gain (loss) on
    investments................       77,005        94,044     11,573,648     10,190,529     11,274,282      3,546,239
  Net unrealized appreciation
    (depreciation) of
    investments................     (127,237)       (8,215)    52,913,881     12,779,143     41,365,894     26,951,145
                                 -----------   -----------   ------------   ------------   ------------   ------------
Net Increase (Decrease) in net
 assets resulting from
 operations....................    1,409,865     1,327,198     95,511,139     65,561,839     58,217,417     48,456,241
                                 -----------   -----------   ------------   ------------   ------------   ------------
From Unit Transactions:
  Contributions................    7,000,569     7,176,418     35,610,297     33,052,837     55,688,442     38,144,487
  Withdrawals..................   (7,125,494)   (4,295,360)   (33,534,302)   (27,468,692)   (30,127,569)   (16,569,868)
  Net transfers................    3,639,051     1,797,850    (13,672,151)   (19,139,304)    31,554,304     44,795,692
                                 -----------   -----------   ------------   ------------   ------------   ------------
Net Increase (Decrease) from
 unit transactions.............    3,514,126     4,678,908    (11,596,156)   (13,555,159)    57,115,177     66,370,311
                                 -----------   -----------   ------------   ------------   ------------   ------------
Net Increase (Decrease) in Net
 Assets........................    4,923,991     6,006,106     83,914,983     52,006,680    115,332,594    114,826,552
Net Assets:
Beginning of Year..............   38,854,697    32,848,591    398,695,201    346,688,521    269,286,221    154,459,669
                                 -----------   -----------   ------------   ------------   ------------   ------------
End of Year....................  $43,778,688   $38,854,697   $482,610,184   $398,695,201   $384,618,815   $269,286,221
                                 ===========   ===========   ============   ============   ============   ============
</TABLE>

<TABLE>
<CAPTION>
                                                                         INVESTMENT COMPANY
                                                ---------------------------------------------------------------------
                                                MID-CAP EQUITY
                                                  INDEX FUND*             BOND FUND            SHORT-TERM BOND FUND
                                                ---------------   -------------------------   -----------------------
                                                     1999            1999          1998          1999         1998
                                                ---------------   -----------   -----------   ----------   ----------
<S>                                             <C>               <C>           <C>           <C>          <C>
Increase (Decrease) in Net Assets:
From Operations:
  Net investment income (loss)................    $    6,811      $ 2,486,158   $ 3,203,532   $  310,602   $  129,166
  Net realized gain (loss) on investments.....        (9,366)        (370,043)      196,930          117        3,822
  Net unrealized appreciation (depreciation)
    of investment.............................       244,135       (3,710,131)     (981,434)    (174,534)      (6,616)
                                                  ----------      -----------   -----------   ----------   ----------
Net Increase (Decrease) in net assets
 resulting from operations....................       241,580       (1,594,016)    2,419,028      136,185      126,372
                                                  ----------      -----------   -----------   ----------   ----------
From Unit Transactions:
  Contributions...............................       353,431        7,241,958     7,033,074    1,048,219      734,187
  Withdrawals.................................       (49,137)      (5,979,743)   (4,982,221)    (901,800)    (427,168)
  Net transfers...............................     3,255,197      (12,049,318)   13,841,212      396,691      696,139
                                                  ----------      -----------   -----------   ----------   ----------
Net Increase (Decrease) from unit
 transactions.................................     3,559,491      (10,787,103)   15,892,065      543,110    1,003,158
                                                  ----------      -----------   -----------   ----------   ----------
Net Increase (Decrease) in Net Assets.........     3,801,071      (12,381,119)   18,311,093      679,295    1,129,530
Net Assets:
Beginning of Period/Year......................            --       56,282,194    37,971,101    3,937,638    2,808,108
                                                  ----------      -----------   -----------   ----------   ----------
End of Year...................................    $3,801,071      $43,901,075   $56,282,194   $4,616,933   $3,937,638
                                                  ==========      ===========   ===========   ==========   ==========
</TABLE>

- ------------------------------
* Commenced operations May 3, 1999.

   The accompanying notes are an integral part of these financial statements.

                                     - 15 -
<PAGE>
                    MUTUAL OF AMERICA SEPARATE ACCOUNT NO. 2
                      STATEMENTS OF CHANGES IN NET ASSETS
                        FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                                                   INVESTMENT COMPANY
                                   -----------------------------------------------------------------------------------
                                     MID-TERM BOND FUND            COMPOSITE FUND            AGGRESSIVE EQUITY FUND
                                   -----------------------   ---------------------------   ---------------------------
                                      1999         1998          1999           1998           1999           1998
                                   ----------   ----------   ------------   ------------   ------------   ------------
<S>                                <C>          <C>          <C>            <C>            <C>            <C>
Increase (Decrease) in Net
 Assets:
From Operations:
  Net investment income..........  $  372,419   $  404,186   $ 18,255,984   $  8,561,297   $ (1,620,468)  $   (616,621)
  Net realized gain (loss) on
    investments..................    (131,810)     (28,267)     2,253,148        554,735        291,748       (632,431)
  Net unrealized appreciation
    (depreciation) of
    investments..................    (245,448)     (46,309)    18,128,529     24,996,236     50,720,384     (8,050,244)
                                   ----------   ----------   ------------   ------------   ------------   ------------
Net Increase (Decrease) in net
 assets resulting from
 operations......................      (4,839)     329,610     38,637,661     34,112,268     49,391,664     (9,299,296)
                                   ----------   ----------   ------------   ------------   ------------   ------------
From Unit Transactions:
  Contributions..................   1,468,498    1,120,290     24,264,832     25,635,215     23,951,530     28,696,822
  Withdrawals....................  (1,830,214)    (627,755)   (26,391,103)   (23,076,061)   (15,330,684)   (12,588,115)
  Net transfers..................  (1,329,517)   3,231,316    (15,156,928)    (9,295,063)    (8,152,611)   (33,256,371)
                                   ----------   ----------   ------------   ------------   ------------   ------------
Net Increase (Decrease) from unit
 transactions....................  (1,691,233)   3,723,851    (17,283,199)    (6,735,909)       468,235    (17,147,664)
                                   ----------   ----------   ------------   ------------   ------------   ------------
Net Increase (Decrease) in Net
 Assets..........................  (1,696,072)   4,053,461     21,354,462     27,376,359     49,859,899    (26,446,960)
Net Assets:
Beginning of Year................   9,694,558    5,641,097    294,892,508    267,516,149    127,369,882    153,816,842
                                   ----------   ----------   ------------   ------------   ------------   ------------
End of Year......................  $7,998,486   $9,694,558   $316,246,970   $294,892,508   $177,229,781   $127,369,882
                                   ==========   ==========   ============   ============   ============   ============
</TABLE>

<TABLE>
<CAPTION>
                                                                              SCUDDER
                                       -------------------------------------------------------------------------------------
                                               BOND FUND               CAPITAL GROWTH FUND           INTERNATIONAL FUND
                                       -------------------------   ---------------------------   ---------------------------
                                          1999          1998           1999           1998           1999           1998
                                       -----------   -----------   ------------   ------------   ------------   ------------
<S>                                    <C>           <C>           <C>            <C>            <C>            <C>
Increase (Decrease) in Net Assets:
From Operations:
  Net investment income..............  $   750,940   $   933,704   $ 38,502,767   $ 16,281,461   $ 12,301,717   $ 14,005,911
  Net realized gain (loss) on
    investments......................     (169,851)      (12,188)     8,660,945      7,179,053     33,106,709      7,712,372
  Net unrealized appreciation
    (depreciation) of investments....   (1,081,398)       56,186     92,663,054     46,681,634     31,048,001     (2,792,240)
                                       -----------   -----------   ------------   ------------   ------------   ------------
Net Increase (Decrease) in net assets
 resulting from operations...........     (500,309)      977,702    139,826,766     70,142,148     76,456,427     18,926,043
                                       -----------   -----------   ------------   ------------   ------------   ------------
From Unit Transactions:
  Contributions......................    3,439,002     3,111,360     48,772,338     45,075,165     16,775,667     15,352,696
  Withdrawls.........................   (2,836,834)   (1,812,991)   (38,675,885)   (27,386,892)   (15,785,700)   (11,406,891)
  Net Transfers......................   (3,133,893)    2,253,912     (5,410,060)    (3,209,197)     6,239,113     (6,070,868)
                                       -----------   -----------   ------------   ------------   ------------   ------------
Net Increase (Decrease) from unit
 transactions........................   (2,531,725)    3,552,281      4,686,393     14,479,076      7,229,080     (2,125,063)
                                       -----------   -----------   ------------   ------------   ------------   ------------
Net Increase (Decrease) in Net
 Assets..............................   (3,032,034)    4,529,983    144,513,159     84,621,224     83,685,507     16,800,980
Net Assets:
Beginning of Year....................   22,877,876    18,347,893    413,454,843    328,833,619    135,480,953    118,679,973
                                       -----------   -----------   ------------   ------------   ------------   ------------
End of Year..........................  $19,845,842   $22,877,876   $557,968,002   $413,454,843   $219,166,460   $135,480,953
                                       ===========   ===========   ============   ============   ============   ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                     - 16 -
<PAGE>
                    MUTUAL OF AMERICA SEPARATE ACCOUNT NO. 2
                      STATEMENTS OF CHANGES IN NET ASSETS
                        FOR THE YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
                                                                  AMERICAN CENTURY                 CALVERT
                                                              -------------------------   -------------------------
                                                                     VP CAPITAL                    SOCIAL
                                                                  APPRECIATION FUND             BALANCED FUND
                                                              -------------------------   -------------------------
                                                                 1999          1998          1999          1998
                                                              -----------   -----------   -----------   -----------
<S>                                                           <C>           <C>           <C>           <C>
Increase (Decrease) in Net Assets:
From Operations:
  Net investment income.....................................  $  (421,225)  $ 1,754,036   $ 4,488,928   $ 2,596,096
  Net realized gain (loss) on investments...................    3,487,749    (1,068,586)      487,674       276,019
  Net unrealized appreciation (depreciation) of
    investments.............................................   19,279,250    (2,044,118)       57,735     2,332,229
                                                              -----------   -----------   -----------   -----------
Net Increase (Decrease) in net assets resulting from
 operations.................................................   22,345,774    (1,358,668)    5,034,337     5,204,344
                                                              -----------   -----------   -----------   -----------
From Unit Transactions:
  Contributions.............................................    4,529,867     5,340,709    10,122,717     7,547,920
  Withdrawals...............................................   (4,671,049)   (4,483,088)   (4,719,017)   (2,809,892)
  Net transfers.............................................    1,541,880   (13,981,957)      269,526       365,285
                                                              -----------   -----------   -----------   -----------
Net Increase (Decrease) from unit transactions..............    1,400,698   (13,124,336)    5,673,226     5,103,313
                                                              -----------   -----------   -----------   -----------
Net Increase (Decrease) in Net Assets.......................   23,746,472   (14,483,004)   10,707,563    10,307,657
Net Assets:
Beginning of Year...........................................   35,294,243    49,777,247    43,350,139    33,042,482
                                                              -----------   -----------   -----------   -----------
End of Year.................................................  $59,040,715   $35,294,243   $54,057,702   $43,350,139
                                                              ===========   ===========   ===========   ===========
</TABLE>

<TABLE>
<CAPTION>
                                                                             FIDELITY
                                       -------------------------------------------------------------------------------------
                                                   VIP                         VIP II                       VIP II
                                              EQUITY-INCOME                    CONTRA                    ASSET MANAGER
                                                  FUND                          FUND                         FUND
                                       ---------------------------   ---------------------------   -------------------------
                                           1999           1998           1999           1998          1999          1998
                                       ------------   ------------   ------------   ------------   -----------   -----------
<S>                                    <C>            <C>            <C>            <C>            <C>           <C>
Increase (Decrease) in Net Assets:
From Operations:
  Net investment income..............  $  4,140,020   $  5,005,961   $  4,913,774   $  5,083,661   $ 2,203,501   $ 2,902,330
  Net realized gain (loss) on
    investments......................     1,910,304        853,854     14,562,051      2,644,396       141,270       (12,448)
  Net unrealized appreciation
    (depreciation) of investments....      (455,188)     4,356,202     27,752,872     27,595,754     1,530,660       895,986
                                       ------------   ------------   ------------   ------------   -----------   -----------
Net Increase (Decrease) in net assets
 resulting from operations...........     5,595,136     10,216,017     47,228,697     35,323,811     3,875,431     3,785,868
                                       ------------   ------------   ------------   ------------   -----------   -----------
From Unit Transactions:
  Contributions......................    23,738,000     22,499,025     38,205,139     25,700,149    10,251,230     8,419,597
  Withdrawals........................   (14,284,534)    (9,180,957)   (22,784,938)   (11,133,735)   (4,220,822)   (2,785,815)
  Net Transfers......................    (2,481,069)     2,658,613     31,873,961     11,315,492       446,968     2,047,842
                                       ------------   ------------   ------------   ------------   -----------   -----------
Net Increase (Decrease) from unit
 transactions .                           6,972,397     15,976,681     47,294,162     25,881,906     6,477,376     7,681,624
                                       ------------   ------------   ------------   ------------   -----------   -----------
Net Increase (Decrease) in Net
 Assets..............................    12,567,533     26,192,698     94,522,859     61,205,717    10,352,807    11,467,492
Net Assets:
Beginning of Year....................   123,153,166     96,960,468    176,334,756    115,129,039    35,766,806    24,299,314
                                       ------------   ------------   ------------   ------------   -----------   -----------
End of Year..........................  $135,720,699   $123,153,166   $270,857,615   $176,334,756   $46,119,613   $35,766,806
                                       ============   ============   ============   ============   ===========   ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                     - 17 -
<PAGE>
                    MUTUAL OF AMERICA SEPARATE ACCOUNT NO. 2

                         NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

Separate Account No. 2 of Mutual of America Life Insurance Company ("the
Company") was established in conformity with New York Insurance Law and
commenced operations on June 4, 1984. On October 31, 1986, Separate Account No.
2 was reorganized into a unit investment trust consisting of four Funds: the
Money Market Fund, the All America Fund, the Bond Fund and the Composite Fund.
These Funds invest in corresponding funds of Mutual of America Investment
Corporation ("Investment Company").


On January 3, 1989, the following funds became available to Separate Account No.
2 as investment alternatives: Scudder Bond, Scudder Capital Growth, Scudder
International and VP Capital Appreciation. The Scudder Funds invest in
corresponding portfolios of Scudder Variable Life Investment Fund ("Scudder").
The VP Capital Appreciation Fund invests in a corresponding fund of American
Century Variable Portfolios Inc. ("American Century"). Effective May 13, 1991,
the Calvert Social Balanced Fund became available as an investment alternative.
The Calvert Social Balanced Fund invests in a corresponding portfolio of Calvert
Variable Series, Inc. ("Calvert").


On February 5, 1993 the Investment Company Equity Index, Short-Term Bond and
Mid-Term Bond Funds became available to Separate Account No. 2 as investment
alternatives. On May 2, 1994 the Aggressive Equity Fund of the Investment
Company became available. These funds invest in corresponding funds of the
Investment Company.

On May 1, 1995 Fidelity Investments Equity-Income, Contrafund and Asset Manager
portfolios became available to Separate Account No. 2. The Fidelity
Equity-Income Portfolio invests in a corresponding portfolio of Fidelity
Variable Insurance Products Fund ("Fidelity VIP") and the Contrafund Portfolio
and Asset Manager Portfolio invest in corresponding portfolios of Fidelity
Variable Insurance Products Fund II ("Fidelity VIP II") (collectively,
"Fidelity").

On May 3, 1999 the Mid-Cap Equity Index Fund of the Investment Company became
the 17th investment alternative available to Separate Account No. 2.

Separate Account No. 2 was formed by the Company to support the operations of
the Company's group and individual variable accumulation annuity contracts
("Contracts"). The assets of Separate Account No. 2 are the property of the
Company. The portion of Separate Account No. 2's assets applicable to the
Contracts will not be charged with liabilities arising out of any other business
the Company may conduct.

The significant accounting policies of Separate Account No. 2 are as follows:

INVESTMENT VALUATION--Investments are made in shares of the Investment Company,
Scudder, American Century, Calvert and Fidelity and are valued at the reported
net asset values of the respective funds or portfolios.

INVESTMENT TRANSACTIONS--Investment transactions are recorded on the trade date.
Realized gains and losses on sales of investments are determined based on the
average cost of the investment sold.

                                     - 18 -
<PAGE>
                    MUTUAL OF AMERICA SEPARATE ACCOUNT NO. 2

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

1. SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION (CONTINUED)
FEDERAL INCOME TAXES--Separate Account No. 2 will be treated as a part of the
Company and will not be taxed separately as a "regulated investment company"
under existing law. The Company is taxed as a life insurance company under the
life insurance tax provisions of the Internal Revenue Code of 1986. No provision
for income taxes is required in the accompanying financial statements.

2. INVESTMENTS

The number of shares owned by Separate Account No. 2 and their respective net
asset values (rounded to the nearest cent) per share at December 31, 1999 are as
follows:

<TABLE>
<CAPTION>
                                                 NUMBER OF    NET ASSET
                                                  SHARES        VALUE
                                                -----------   ---------
<S>                                             <C>           <C>
Investment Company Funds:
  Money Market Fund...........................   37,152,959    $ 1.19
  All America Fund............................  144,019,191      3.37
  Equity Index Fund...........................  133,417,570      2.88
  Mid-Cap Equity Index Fund...................    3,416,420      1.11
  Bond Fund...................................   33,904,967      1.30
  Short-Term Bond Fund........................    4,677,706      0.99
  Mid-Term Bond Fund..........................    9,234,456      0.87
  Composite Fund..............................  165,953,180      1.91
  Aggressive Equity Fund......................   81,956,154      2.16
Scudder Portfolios:
  Bond Portfolio..............................    3,058,477      6.49
  Capital Growth Portfolio--Class "A".........   19,146,098     29.13
  International Portfolio--Class "A"..........   10,775,155     20.34
American Century VP Capital Appreciation
  Fund........................................    4,019,613     14.84
Calvert Social Balanced Portfolio.............   24,911,421      2.17
Fidelity Portfolios:
  Equity-Income--"Initial" Class..............    5,278,889     25.71
  Contrafund--"Initial" Class.................    9,273,305     29.15
  Asset Manager--"Initial" Class..............    2,478,225     18.67
</TABLE>

3. EXPENSES

Administrative Charges--In connection with its administrative functions, the
Company deducts daily, at an annual rate of .40%, an amount from the value of
the net assets of all funds except the American Century VP Capital Appreciation
Fund for which the annual rate is .20% and each Fidelity fund, for which the
annual rate is .30%.

In addition, a deduction of up to $2.00 may be made at the end of each month
from a participant's account, except that such charge shall not exceed 1/12 of
1% of the balance in such account in any month.

                                     - 19 -
<PAGE>
                    MUTUAL OF AMERICA SEPARATE ACCOUNT NO. 2

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

3. EXPENSES (CONTINUED)
Distribution Expense Charge--As principal underwriter, the Company performs all
distribution and sales functions and bears all distribution and sales expenses
relative to the Contracts. For providing these services, the Company deducts
daily, at an annual rate of .35%, an amount from the value of the net assets of
each fund to cover such expenses.

Mortality and Expense Risk Charge--The Company assumes the risk to make annuity
payments in accordance with annuity tables provided in the Contracts regardless
of how long a participant lives and also assumes certain expense risks
associated with such annuity payments. For assuming this risk, the Company
deducts daily, at an annual rate of .50%, an amount from the value of the net
assets of each fund.

4. DIVIDENDS

All dividend distributions are reinvested in additional shares of the respective
funds or portfolios at net asset value. On December 31, 1999 a dividend
distribution was made by the Investment Company to shareholders of record as of
December 30, 1999. Prior thereto, the Investment Company declared and paid a
dividend distribution on September 15, 1999. The combined amount of these
dividends was as follows:

<TABLE>
<S>                                                     <C>
Money Market Fund.....................................  $ 2,041,942
All America Fund......................................   36,538,690
Equity Index Fund.....................................    9,919,788
Mid-Cap Equity Index Fund.............................       29,590
Bond Fund.............................................    3,159,195
Short-Term Bond Fund..................................      373,499
Mid-Term Bond Fund....................................      488,456
Composite Fund........................................   22,165,909
Aggressive Equity Fund................................        9,509
</TABLE>

On January 27, 1999 and April 28, 1999, dividends were paid by the Scudder Bond
Portfolio. The combined amount of the dividends was $1,050,427.

On January 27, 1999, and April 28, 1999, dividends were paid by the Scudder
Capital Growth Portfolio. The combined amount of the dividends was $44,257,354.

On April 28, 1999, a dividend was paid by the Scudder International Portfolio.
The amount of the dividend was $14,242,990.

On December 30, 1999, a dividend was paid by the Calvert Social Balanced
Portfolio. The amount of the dividend was $5,159,660.

On February 5, 1999, a dividend was paid by the Fidelity Equity-Income
Portfolio. The amount of the dividend was $5,815,790.

On February 5, 1999, a dividend was paid by the Fidelity Contrafund Portfolio.
The amount of the dividend was $7,578,736.

                                     - 20 -
<PAGE>
                    MUTUAL OF AMERICA SEPARATE ACCOUNT NO. 2

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

4. DIVIDENDS (CONTINUED)
On February 5, 1999, a dividend was paid by the Fidelity Asset Manager
Portfolio. The amount of the dividend was $2,737,257.

No dividend was paid by the American Century VP Capital Appreciation Fund during
1999.

5. FINANCIAL HIGHLIGHTS

Shown below are financial highlights for a Unit outstanding throughout each of
the five years ended December 31, 1999, or, if not in existence a full year, the
initial period ended December 31:

<TABLE>
<CAPTION>
                                                     INVESTMENT COMPANY MONEY MARKET FUND
                                             ----------------------------------------------------
                                               1999       1998       1997       1996       1995
                                             --------   --------   --------   --------   --------
<S>                                          <C>        <C>        <C>        <C>        <C>
Unit value, beginning of year..............  $  2.03     $ 1.95     $ 1.87     $ 1.80     $ 1.72
                                             =======     ======     ======     ======     ======
Unit value, end of year....................  $  2.11     $ 2.03     $ 1.95     $ 1.87     $ 1.80
                                             =======     ======     ======     ======     ======
Thousands of units outstanding, end of
  year.....................................   20,766     19,121     16,831     17,511     17,502
                                             =======     ======     ======     ======     ======

<CAPTION>
                                                     INVESTMENT COMPANY ALL AMERICA FUND
                                             ----------------------------------------------------
                                               1999       1998       1997       1996       1995
                                             --------   --------   --------   --------   --------
<S>                                          <C>        <C>        <C>        <C>        <C>
Unit value, beginning of year..............  $  8.09     $ 6.76     $ 5.39     $ 4.52     $ 3.35
                                             =======     ======     ======     ======     ======
Unit value, end of year....................  $ 10.05     $ 8.09     $ 6.76     $ 5.39     $ 4.52
                                             =======     ======     ======     ======     ======
Thousands of units outstanding, end of
  year.....................................   48,014     49,275     51,312     49,798     43,620
                                             =======     ======     ======     ======     ======

<CAPTION>
                                                     INVESTMENT COMPANY EQUITY INDEX FUND
                                             ----------------------------------------------------
                                               1999       1998       1997       1996       1995
                                             --------   --------   --------   --------   --------
<S>                                          <C>        <C>        <C>        <C>        <C>
Unit value, beginning of year..............  $  2.86     $ 2.26     $ 1.72     $ 1.42     $ 1.05
                                             =======     ======     ======     ======     ======
Unit value, end of year....................  $  3.41     $ 2.86     $ 2.26     $ 1.72     $ 1.42
                                             =======     ======     ======     ======     ======
Thousands of units outstanding, end of
  year.....................................  112,735     94,019     68,462     35,660     17,109
                                             =======     ======     ======     ======     ======

<CAPTION>
                                                              INVESTMENT COMPANY
                                                          MID-CAP EQUITY INDEX FUND
                                             ----------------------------------------------------
                                              1999*
                                             --------
<S>                                          <C>        <C>        <C>        <C>        <C>
Unit value, beginning of period............  $  1.00
                                             =======
Unit value, end of year....................  $  1.11
                                             =======
Thousands of units outstanding, end of
  year.....................................    3,431
                                             =======
</TABLE>

- ------------------------
* Commenced operations May 3, 1999.

                                     - 21 -
<PAGE>
                    MUTUAL OF AMERICA SEPARATE ACCOUNT NO. 2

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

5. FINANCIAL HIGHLIGHTS (CONTINUED)

<TABLE>
<CAPTION>
                                                          INVESTMENT COMPANY BOND FUND
                                              ----------------------------------------------------
                                                1999       1998       1997       1996       1995
                                              --------   --------   --------   --------   --------
<S>                                           <C>        <C>        <C>        <C>        <C>
Unit value, beginning of year...............   $ 3.17     $ 3.00     $ 2.75     $ 2.69     $ 2.28
                                               ======     ======     ======     ======     ======
Unit value, end of year.....................   $ 3.07     $ 3.17     $ 3.00     $ 2.75     $ 2.69
                                               ======     ======     ======     ======     ======
Thousands of units outstanding, end of
  year......................................   14,287     17,746     12,671     12,548     12,083
                                               ======     ======     ======     ======     ======

<CAPTION>
                                                    INVESTMENT COMPANY SHORT-TERM BOND FUND
                                              ----------------------------------------------------
                                                1999       1998       1997       1996       1995
                                              --------   --------   --------   --------   --------
<S>                                           <C>        <C>        <C>        <C>        <C>
Unit value, beginning of year...............   $ 1.24     $ 1.19     $ 1.14     $ 1.10     $ 1.03
                                               ======     ======     ======     ======     ======
Unit value, end of year.....................   $ 1.28     $ 1.24     $ 1.19     $ 1.14     $ 1.10
                                               ======     ======     ======     ======     ======
Thousands of units outstanding, end of
  year......................................    3,604      3,164      2,355      2,129      1,447
                                               ======     ======     ======     ======     ======

<CAPTION>
                                                     INVESTMENT COMPANY MID-TERM BOND FUND
                                              ----------------------------------------------------
                                                1999       1998       1997       1996       1995
                                              --------   --------   --------   --------   --------
<S>                                           <C>        <C>        <C>        <C>        <C>
Unit value, beginning of year...............   $ 1.32     $ 1.26     $ 1.19     $ 1.16     $ 1.01
                                               ======     ======     ======     ======     ======
Unit value, end of year.....................   $ 1.32     $ 1.32     $ 1.26     $ 1.19     $ 1.16
                                               ======     ======     ======     ======     ======
Thousands of units outstanding, end of
  year......................................    6,037      7,325      4,478      3,828      2,848
                                               ======     ======     ======     ======     ======

<CAPTION>
                                                       INVESTMENT COMPANY COMPOSITE FUND
                                              ----------------------------------------------------
                                                1999       1998       1997       1996       1995
                                              --------   --------   --------   --------   --------
<S>                                           <C>        <C>        <C>        <C>        <C>
Unit value, beginning of year...............   $ 4.93     $ 4.36     $ 3.75     $ 3.39     $ 2.82
                                               ======     ======     ======     ======     ======
Unit value, end of year.....................   $ 5.61     $ 4.93     $ 4.36     $ 3.75     $ 3.39
                                               ======     ======     ======     ======     ======
Thousands of units outstanding, end of
  year......................................   56,404     59,833     61,359     66,715     70,558
                                               ======     ======     ======     ======     ======

<CAPTION>
                                                   INVESTMENT COMPANY AGGRESSIVE EQUITY FUND
                                              ----------------------------------------------------
                                                1999       1998       1997       1996       1995
                                              --------   --------   --------   --------   --------
<S>                                           <C>        <C>        <C>        <C>        <C>
Unit value, beginning of year...............   $ 2.02     $ 2.15     $ 1.80     $ 1.43     $ 1.05
                                               ======     ======     ======     ======     ======
Unit value, end of year.....................   $ 2.85     $ 2.02     $ 2.15     $ 1.80     $ 1.43
                                               ======     ======     ======     ======     ======
Thousands of units outstanding, end of
  year......................................   62,123     63,176     71,468     49,800     20,858
                                               ======     ======     ======     ======     ======

<CAPTION>
                                                               SCUDDER BOND FUND
                                              ----------------------------------------------------
                                                1999       1998       1997       1996       1995
                                              --------   --------   --------   --------   --------
<S>                                           <C>        <C>        <C>        <C>        <C>
Unit value, beginning of year...............   $13.02     $12.37     $11.48     $11.30     $ 9.69
                                               ======     ======     ======     ======     ======
Unit value, end of year.....................   $12.73     $13.02     $12.37     $11.48     $11.30
                                               ======     ======     ======     ======     ======
Thousands of units outstanding, end of
  year......................................    1,558      1,757      1,484      1,362      1,269
                                               ======     ======     ======     ======     ======
</TABLE>

                                     - 22 -
<PAGE>
                    MUTUAL OF AMERICA SEPARATE ACCOUNT NO. 2

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

5. FINANCIAL HIGHLIGHTS (CONTINUED)


<TABLE>
<CAPTION>
                                                          SCUDDER CAPITAL GROWTH FUND
                                              ----------------------------------------------------
                                                1999       1998       1997       1996       1995
                                              --------   --------   --------   --------   --------
<S>                                           <C>        <C>        <C>        <C>        <C>
Unit value, beginning of year...............   $36.07     $29.64     $22.11     $18.64     $14.67
                                               ======     ======     ======     ======     ======
Unit value, end of year.....................   $48.17     $36.07     $29.64     $22.11     $18.64
                                               ======     ======     ======     ======     ======
Thousands of units outstanding, end of
  year......................................   11,582     11,462     11,094      9,266      8,556
                                               ======     ======     ======     ======     ======

<CAPTION>
                                                           SCUDDER INTERNATIONAL FUND
                                              ----------------------------------------------------
                                                1999       1998       1997       1996       1995
                                              --------   --------   --------   --------   --------
<S>                                           <C>        <C>        <C>        <C>        <C>
Unit value, beginning of year...............   $16.93     $14.46     $13.43     $11.85     $10.80
                                               ======     ======     ======     ======     ======
Unit value, end of year.....................   $25.83     $16.93     $14.46     $13.43     $11.85
                                               ======     ======     ======     ======     ======
Thousands of units outstanding, end of
  year......................................    8,486      8,004      8,205      7,688      7,269
                                               ======     ======     ======     ======     ======

<CAPTION>
                                                                AMERICAN CENTURY
                                              ----------------------------------------------------
                                                          VP CAPITAL APPRECIATION FUND
                                              ----------------------------------------------------
                                                1999       1998       1997       1996       1995
                                              --------   --------   --------   --------   --------
<S>                                           <C>        <C>        <C>        <C>        <C>
Unit value, beginning of year...............   $10.69     $11.04     $11.53     $12.18     $ 9.39
                                               ======     ======     ======     ======     ======
Unit value, end of year.....................   $17.40     $10.69     $11.04     $11.53     $12.18
                                               ======     ======     ======     ======     ======
Thousands of units outstanding, end of
  year......................................    3,394      3,303      4,510      7,264      8,061
                                               ======     ======     ======     ======     ======

<CAPTION>
                                                                    CALVERT
                                              ----------------------------------------------------
                                                              SOCIAL BALANCED FUND
                                              ----------------------------------------------------
                                                1999       1998       1997       1996       1995
                                              --------   --------   --------   --------   --------
<S>                                           <C>        <C>        <C>        <C>        <C>
Unit value, beginning of year...............   $ 3.04     $ 2.65     $ 2.23     $ 2.01     $ 1.57
                                               ======     ======     ======     ======     ======
Unit value, end of year.....................   $ 3.37     $ 3.04     $ 2.65     $ 2.23     $ 2.01
                                               ======     ======     ======     ======     ======
Thousands of units outstanding, end of
  year......................................   16,041     14,257     12,479     10,713      7,849
                                               ======     ======     ======     ======     ======

<CAPTION>
                                                                    FIDELITY
                                              ----------------------------------------------------
                                                             VIP EQUITY-INCOME FUND
                                              ----------------------------------------------------
                                                1999       1998       1997       1996      1995*
                                              --------   --------   --------   --------   --------
<S>                                           <C>        <C>        <C>        <C>        <C>
Unit value, beginning of year/period........   $30.65     $27.77     $21.93     $19.43     $16.30
                                               ======     ======     ======     ======     ======
Unit value, end of year.....................   $32.21     $30.65     $27.77     $21.93     $19.43
                                               ======     ======     ======     ======     ======
Thousands of units outstanding, end of
  year......................................    4,213      4,018      3,491      2,342        728
                                               ======     ======     ======     ======     ======
</TABLE>


- ------------------------
* Commenced operations May 1, 1995.
                                     - 23 -
<PAGE>
                    MUTUAL OF AMERICA SEPARATE ACCOUNT NO. 2

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

5. FINANCIAL HIGHLIGHTS (CONTINUED)
<TABLE>
<CAPTION>
                                                                    FIDELITY
                                              ----------------------------------------------------
                                                               VIP II CONTRA FUND
                                              ----------------------------------------------------
                                                1999       1998       1997       1996       1995
                                              --------   --------   --------   --------   --------
<S>                                           <C>        <C>        <C>        <C>        <C>
Unit value, beginning of year/period........   $26.16     $20.36     $16.59     $13.85     $11.43
                                               ======     ======     ======     ======     ======
Unit value, end of year.....................   $32.13     $26.16     $20.36     $16.59     $13.85
                                               ======     ======     ======     ======     ======
Thousands of units outstanding, end of
  year......................................    8,430      6,742      5,656      3,880      1,792
                                               ======     ======     ======     ======     ======

<CAPTION>
                                                                    FIDELITY
                                              ----------------------------------------------------
                                                           VIP II ASSET MANAGER FUND
                                              ----------------------------------------------------
                                                1999       1998       1997       1996       1995
                                              --------   --------   --------   --------   --------
<S>                                           <C>        <C>        <C>        <C>        <C>
Unit value, beginning of year/period........   $24.04     $21.14     $17.72     $15.66     $14.04
                                               ======     ======     ======     ======     ======
Unit value, end of year.....................   $26.40     $24.04     $21.14     $17.72     $15.66
                                               ======     ======     ======     ======     ======
Thousands of units outstanding, end of
  year......................................    1,747      1,488      1,150        613        184
                                               ======     ======     ======     ======     ======
</TABLE>

                                     - 24 -
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Mutual of America Life Insurance Company of New York:

We have audited the accompanying statement of assets and liabilities of Mutual
of America Separate Account No. 2 as of December 31, 1999, and the related
statement of operations for the year then ended, the statements of changes in
net assets for each of the two years in the period then ended, and the financial
highlights for each of the five years in the period then ended. These financial
statements and financial highlights are the responsibility of the Separate
Account's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and financial highlights. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of Mutual
of America Separate Account No. 2 as of December 31, 1999, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the five years in the period then ended, in conformity with generally accepted
accounting principles.

[SIGNATURE]

New York, New York
February 21, 2000

                                     - 25 -
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Mutual of America Life Insurance Company:

We have audited the accompanying consolidated statements of financial condition
of Mutual of America Life Insurance Company and its subsidiaries as of December
31, 1999 and 1998, and the related consolidated statements of operations and
surplus and cash flows for the years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

As described in Note 1, these financial statements were prepared in conformity
with the accounting practices prescribed or permitted by the State of New York
Insurance Department. Such practices differ from generally accepted accounting
principles. The variances between such practices and generally accepted
accounting principles and the effects on the accompanying financial statements
are described in Note 10.

In our opinion, because of the effects of the matter described in the third
paragraph and more fully discussed in Note 10, the financial statements referred
to above do not present fairly, in conformity with generally accepted accounting
principles, the financial position of Mutual of America Life Insurance Company
and its subsidiaries as of December 31, 1999 and 1998, or the results of their
operations or their cash flows for the years then ended. Furthermore, in our
opinion, the supplemental data included in Note 10 reconciling net income and
surplus as shown in the financial statements to net income and retained earnings
as determined in conformity with generally accepted accounting principles,
present fairly, in all material respects, the information shown therein.

However, in our opinion, the statutory-basis consolidated financial statements
referred to above present fairly, in all material respects, the financial
position of Mutual of America Life Insurance Company and its subsidiaries as of
December 31, 1999 and 1998, and the results of their operations and their cash
flows for the years then ended in conformity with accounting practices
prescribed or permitted by the State of New York Insurance Department.

[SIGNATURE]

New York, New York
February 21, 2000

                                     - 26 -
<PAGE>
                    MUTUAL OF AMERICA LIFE INSURANCE COMPANY

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

                           DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
                                                          1999              1998
                                                     ---------------   ---------------
<S>                                                  <C>               <C>
                                        ASSETS
GENERAL ACCOUNT ASSETS
  Bonds and notes..................................  $ 4,698,493,596   $ 4,874,244,008
  Common stocks....................................      412,828,363       339,524,394
  Preferred stocks.................................       40,520,250        55,771,462
  Cash and short-term investments..................       81,598,028        98,685,966
  Guaranteed funds transferable....................      137,269,179       115,902,196
  Mortgage loans...................................       18,498,896        19,289,253
  Real estate......................................      318,584,447       324,024,030
  Policy loans.....................................      103,466,616       100,633,395
  Other invested assets............................       29,993,141        33,606,096
  Investment income accrued........................       91,290,190        90,018,584
  Other assets.....................................       19,928,775        19,211,099
                                                     ---------------   ---------------
    Total general account assets...................    5,952,471,481     6,070,910,483
SEPARATE ACCOUNT ASSETS............................    4,999,885,459     4,039,275,044
                                                     ---------------   ---------------
TOTAL ASSETS.......................................  $10,952,356,940   $10,110,185,527
                                                     ===============   ===============

                               LIABILITIES AND SURPLUS
GENERAL ACCOUNT LIABILITIES
  Insurance and annuity reserves...................  $ 4,861,766,733   $ 4,925,407,081
  Other contractholders liabilities and reserves...        9,023,083        12,086,713
  Note payable.....................................               --       137,021,175
  Interest maintenance reserve.....................      181,876,278       213,674,120
  Other liabilities................................      101,358,313        69,404,220
                                                     ---------------   ---------------
    Total general account liabilities..............    5,154,024,407     5,357,593,309
SEPARATE ACCOUNT RESERVES AND OTHER LIABILITIES....    4,999,885,459     4,039,275,044
                                                     ---------------   ---------------
    Total liabilities..............................   10,153,909,866     9,396,868,353
                                                     ---------------   ---------------
ASSET VALUATION RESERVE............................      117,678,424       118,485,383
                                                     ---------------   ---------------
SURPLUS
  Assigned surplus.................................        1,150,000         1,150,000
  Unassigned surplus...............................      679,618,650       593,681,791
                                                     ---------------   ---------------
    Total surplus..................................      680,768,650       594,831,791
                                                     ---------------   ---------------
TOTAL LIABILITIES AND SURPLUS......................  $10,952,356,940   $10,110,185,527
                                                     ===============   ===============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                     - 27 -
<PAGE>
                    MUTUAL OF AMERICA LIFE INSURANCE COMPANY

               CONSOLIDATED STATEMENTS OF OPERATIONS AND SURPLUS

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
                                                            1999             1998
                                                       --------------   --------------
<S>                                                    <C>              <C>
INCOME
  Annuity considerations and deposits................  $  897,476,235   $  824,131,791
  Life and disability insurance premiums.............      28,357,570       27,318,300
                                                       --------------   --------------
    Total considerations and premiums................     925,833,805      851,450,091
  Separate account investment and administration
    fees.............................................      50,578,828       43,186,358
  Net investment income..............................     422,480,668      414,565,840
  Other, net.........................................      (2,308,256)      (1,966,715)
                                                       --------------   --------------
    Total income.....................................   1,396,585,045    1,307,235,574
                                                       --------------   --------------
DEDUCTIONS
  Increase in insurance and annuity reserves.........      42,211,501       81,812,257
  Annuity and surrender benefits.....................   1,101,981,780      999,743,408
  Death and disability benefits......................      19,047,964       20,153,378
  Operating expenses.................................     159,023,774      151,448,387
                                                       --------------   --------------
    Total deductions.................................   1,322,265,019    1,253,157,430
                                                       --------------   --------------
    Net gain before dividends........................      74,320,026       54,078,144
DIVIDENDS TO CONTRACTHOLDERS AND POLICYHOLDERS.......         (89,247)        (117,182)
                                                       --------------   --------------
    Net gain from operations.........................      74,230,779       53,960,962
FEDERAL INCOME TAX BENEFIT...........................         512,749        1,150,189
NET REALIZED CAPITAL GAINS...........................      20,883,616       16,642,540
                                                       --------------   --------------
    Net income.......................................      95,627,144       71,753,691
SURPLUS TRANSACTIONS
  Change in:
  Asset valuation reserve............................         806,959       (1,990,987)
  Unrealized capital gains, net......................       2,661,765        7,239,633
  Non-admitted assets and other, net.................     (13,159,009)      (6,110,852)
                                                       --------------   --------------
    Net change in surplus............................      85,936,859       70,891,485
SURPLUS
  Beginning of year..................................     594,831,791      523,940,306
                                                       --------------   --------------
  End of year........................................  $  680,768,650   $  594,831,791
                                                       ==============   ==============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                     - 28 -
<PAGE>
                    MUTUAL OF AMERICA LIFE INSURANCE COMPANY

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

<TABLE>
<CAPTION>
                                                            1999             1998
                                                       --------------   --------------
<S>                                                    <C>              <C>
CASH PROVIDED
  Premium and annuity funds received.................  $  921,742,410   $  851,727,947
  Investment income received.........................     358,766,660      338,956,078
  Separate account investment and administrative
    fees.............................................      50,599,178       43,186,358
  Other, net.........................................        (803,915)       1,739,776
                                                       --------------   --------------
    Total receipts...................................   1,330,304,333    1,235,610,159
                                                       --------------   --------------
  Benefits paid......................................   1,114,262,529    1,019,888,124
  Insurance and operating expenses paid..............     154,815,653      155,490,995
  Net transfers to separate accounts.................     115,750,222       84,395,589
                                                       --------------   --------------
    Total payments...................................   1,384,828,404    1,259,774,708
                                                       --------------   --------------
    Net cash used by operations......................     (54,524,071)     (24,164,549)
  Proceeds from long-term investments sold, matured
    or repaid........................................   1,761,621,032    4,672,189,185
  Other, net.........................................      33,954,730       47,407,939
                                                       --------------   --------------
    Total cash provided..............................   1,741,051,691    4,695,432,575
                                                       --------------   --------------
CASH APPLIED
  Cost of long-term investments acquired.............   1,592,252,620    4,606,240,005
  Repayment of note payable..........................     135,000,000               --
  Other, net.........................................      30,887,009       57,671,026
                                                       --------------   --------------
    Total cash applied...............................   1,758,139,629    4,663,911,031
                                                       --------------   --------------
    Net change in cash and short-term investments....     (17,087,938)      31,521,544
CASH AND SHORT-TERM INVESTMENTS
  Beginning of year..................................      98,685,966       67,164,422
                                                       --------------   --------------
  End of year........................................  $   81,598,028   $   98,685,966
                                                       ==============   ==============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                     - 29 -
<PAGE>
                    MUTUAL OF AMERICA LIFE INSURANCE COMPANY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 1999 AND 1998

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The accompanying financial statements include the consolidated accounts of
Mutual of America Life Insurance Company ("Mutual of America") and its wholly
owned subsidiaries (collectively referred to as the "Company"). Significant
intercompany balances and transactions have been eliminated in consolidation.

NATURE OF OPERATIONS

Mutual of America provides retirement and employee benefit plans in the small to
medium size company market, principally to employees in the not-for-profit
social health and welfare field. In recent years, through a wholly owned
subsidiary, the Company has expanded to include for-profit organizations in the
small to medium size company market. The principal insurance companies in the
group are licensed in all fifty states and the District of Columbia. Operations
are conducted primarily through a network of regional field offices staffed by
salaried consultants.

REORGANIZATION -- In September 1999, Mutual of America submitted a Plan of
Reorganization ("the Plan") to the State of New York Insurance Department ("New
York Department") whereby Mutual of America would prepare for the sale of The
American Life Insurance Company of New York ("American Life") a wholly owned
subsidiary of Mutual of America. In preparation for such a sale, the Plan
indicates that during the period from January 1, 2000 through June 30, 2000,
Mutual of America would assume (via an assumption reinsurance agreement)
virtually all of American Life's in force business. Mutual of America would then
sell the stock of American Life to a third party. Effective October 1, 1999,
virtually all new business has been written by Mutual of America. On January 1,
2000, approximately 95% of American Life's in force group business totaling
approximately $190.0 million of insurance and annuity reserves was assumed by
Mutual of America.

BASIS OF PRESENTATION

The financial statements are presented in conformity with statutory accounting
practices prescribed or permitted by the State of New York Insurance Department.
Such practices differ from generally accepted accounting principles ("GAAP").
The variances between such practices and GAAP and the effects on the
accompanying financial statements are described in Note 10. The ability of the
Company to fulfill its obligations to contractholders and policyholders is of
primary concern to insurance regulatory authorities. As such, the financial
statements are oriented to the insuring public.

In 1999, the National Association of Insurance Commissioners ("NAIC") adopted
codified statutory accounting principles (Codification). Codification will
change, to some extent, current prescribed statutory accounting practices and
may result in changes to the accounting practices that the Company uses to
prepare its statutory financial statements going forward. Before Codification
becomes effective for the Company, the New York Insurance Department must

                                     - 30 -
<PAGE>
                    MUTUAL OF AMERICA LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
adopt Codification as the prescribed basis of accounting for its domestic
insurers. The New York Insurance Department has not yet reached a decision as to
whether it will adopt Codification. Adoption by the New York Insurance
Department would not have a material adverse effect on the Company's operating
results and financial position.

The preparation of financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
the disclosure of contingent liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from these estimates.

Certain 1998 amounts included in the accompanying consolidated financial
statements have been reclassified to conform to the 1999 presentation.

ASSET VALUATIONS

BONDS AND NOTES -- Investment valuations are prescribed by the NAIC. Bonds
qualifying for amortization are stated at amortized cost. Short-term investments
in good standing are stated at cost. All other bonds and short-term notes are
stated at market value. Unrealized gains and losses on valuation of bonds and
short-term investments are recorded directly to unassigned surplus.

COMMON AND PREFERRED STOCKS -- Common stocks in good standing are stated at
market value. Market value is determined by reference to valuations quoted by
the NAIC. Unrealized gains and losses are recorded directly to unassigned
surplus.

GUARANTEED FUNDS TRANSFERABLE -- Guaranteed funds transferable consists of funds
held with a former reinsurer and is stated at the total principal amount of
future guaranteed transfers to Mutual of America.

MORTGAGE LOANS -- Mortgage loans are carried at amortized indebtedness.
Impairments of individual assets that are considered other than temporary are
recognized when incurred. There were no impairments recorded during 1999 or
1998.

REAL ESTATE -- Real estate, which is classified as Company occupied property, is
carried at cost, including capital improvements, net of accumulated
depreciation, and depreciated on a straight-line basis over 39 years. Tenant
improvements on real estate investments are depreciated over the shorter of the
lease term or the estimated life of the improvement.

POLICY LOANS -- Policy loans are stated at the unpaid principal balance of the
loan.

OTHER ASSETS -- Certain other assets, such as furniture and fixtures and prepaid
expenses, are considered "non-admitted assets" and excluded from the
consolidated statements of financial condition.

                                     - 31 -
<PAGE>
                    MUTUAL OF AMERICA LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INSURANCE AND ANNUITY RESERVES

Reserves for annuity contracts are computed on the net single premium method and
represent the estimated present value of future retirement benefits. These
reserves are based on mortality and interest rate assumptions (ranging
predominately from 5.00% to 9.25%), which meet or exceed statutory requirements.
Reserves for contractual funds not yet used for the purchase of annuities are
accumulated at various interest rates, which, during 1999 and 1998, averaged
4.75% and 5.50%, respectively, and are deemed sufficient to provide for
contractual surrender values for these funds. Reserves for life and disability
insurance are based on mortality, morbidity and interest rate assumptions which
meet statutory requirements.

INTEREST MAINTENANCE AND ASSET VALUATION RESERVES

Realized gains and losses, net of applicable taxes, arising from changes in
interest rates are accumulated in the Interest Maintenance Reserve ("IMR") and
are amortized into net investment income over the estimated remaining life of
the investment sold. All other realized gains and losses are reported in the
consolidated statements of operations.

An Asset Valuation Reserve ("AVR") applying to the specific risk characteristics
of all invested asset categories excluding cash, policy loans and investment
income accrued has been established based on a statutory formula. Realized and
unrealized gains and losses arising from changes in the creditworthiness of the
borrower are included in the appropriate subcomponent of the AVR. Changes in the
AVR are recorded directly to unassigned surplus.

SEPARATE ACCOUNT OPERATIONS

Certain annuity considerations may be invested at the participant's discretion
in separate accounts. Separate accounts offered include a multifund account
managed by Mutual of America Capital Management Corporation (a wholly owned
subsidiary), or certain other funds managed by outside investment advisors. All
fund investment experience, including net realized and unrealized capital gains
in the separate accounts (net of investment advisory fees and administration
fees assessed), accrues directly to participants and are not reflected in the
Company's consolidated statements of operations. Charges for investment advisory
fees and administration fees are assessed as a percentage of the assets under
management and vary based upon the investment objectives of the fund and level
of administrative services provided. During both 1999 and 1998 such fees were
equal to approximately 1.10% of the total average assets under management.
Investment advisory and administrative fees are included in the consolidated
statement of operations.

Investments held in the separate accounts are stated at market value.
Participants' corresponding equity in the separate accounts is reported as
liabilities in the accompanying statements. Premiums and benefits related to the
separate accounts are combined with the general account in the accompanying
statements. Net operating gains are offset by increases to reserve liabilities
in the respective separate accounts.

                                     - 32 -
<PAGE>
                    MUTUAL OF AMERICA LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PREMIUMS AND ANNUITY CONSIDERATIONS

Insurance premiums and annuity considerations derived from defined contribution
plans are recognized as income when due. Voluntary savings-type and defined
benefit considerations and other deposits are recognized as income when
received. Group life and disability insurance premiums are recognized as income
over the contract period.

INVESTMENT INCOME AND EXPENSES

General account investment income is reported as earned and is presented net of
related investment expenses. Operating expenses, including acquisition costs for
new business and income taxes, are charged to operations as incurred.

DIVIDENDS

Dividends are based on formulas and scales approved by the Board of Directors
and are accrued currently for payment subsequent to plan anniversary dates.

2. INVESTMENTS

VALUATION

The statement values and NAIC market values of investments in fixed maturity
securities (bonds and notes) and equity securities at December 31, 1999 and 1998
are shown below. Excluding U.S. government and government agency investments,
the Company is not exposed to any significant concentration of credit risk.

<TABLE>
<CAPTION>
                                                             GROSS        GROSS
                                               STATEMENT   UNREALIZED   UNREALIZED       NAIC
DECEMBER 31, 1999 (IN MILLIONS)                  VALUE       GAINS        LOSSES     MARKET VALUE
- -------------------------------                ---------   ----------   ----------   ------------
<S>                                            <C>         <C>          <C>          <C>
Fixed maturities:
U.S. Treasury securities and obligations of
  U.S. Government corporations and
  agencies...................................  $1,882.9       $3.7        $ 29.0       $1,857.6
Obligations of states and political
  subdivisions...............................      11.1         .1            .5           10.7
Debt securities issued by foreign
  governments................................      90.1         .1           5.3           84.9
Corporate securities.........................   2,753.3        2.9         174.0        2,582.2
Other........................................      54.2         --            --           54.2
                                               --------       ----        ------       --------
    Total....................................  $4,791.6       $6.8        $208.8       $4,589.6
                                               ========       ====        ======       ========
</TABLE>

                                     - 33 -
<PAGE>
                    MUTUAL OF AMERICA LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

2. INVESTMENTS (CONTINUED)


<TABLE>
<CAPTION>
                                                             GROSS        GROSS
                                               STATEMENT   UNREALIZED   UNREALIZED       NAIC
DECEMBER 31, 1998 (IN MILLIONS)                  VALUE       GAINS        LOSSES     MARKET VALUE
- -------------------------------                ---------   ----------   ----------   ------------
<S>                                            <C>         <C>          <C>          <C>
Fixed maturities:
U.S. Treasury securities and obligations of
  U.S. Government corporations and
  agencies...................................  $2,030.7      $ 15.5       $  1.1       $2,045.1
Obligations of states and political
  subdivisions...............................      10.7         2.1           --           12.8
Debt securities issued by foreign
  governments................................     106.2         6.1           --          112.3
Corporate securities.........................   2,834.8        50.5         33.0        2,852.3
                                               --------      ------       ------       --------
    Total....................................  $4,982.4      $ 74.2       $ 34.1       $5,022.5
                                               ========      ======       ======       ========
</TABLE>


Short-term fixed maturity securities with a statement value and NAIC market
value of $93.1 million and $108.2 million at December 31, 1999 and 1998,
respectively, are included in the above tables. As of December 31, 1999, the
Company had $6.0 million (1998 -- $6.2 million) with a par value $6.0 million
(1998 -- $6.0 million) of its long-term fixed maturity securities on deposit
with various state regulatory agencies.

At December 31, 1999 and 1998 net unrealized appreciation of common equity
securities was $87.6 million and $51.4 million, respectively.

MATURITIES

The statement values and NAIC market values of investments in fixed maturity
securities by contractual maturity (except for mortgage-backed securities which
are stated at expected maturity) at December 31, 1999 are shown below. Expected
maturities may differ from contractual maturities because borrowers may have the
right to prepay obligations with or without prepayment penalties.

<TABLE>
<CAPTION>
                                                STATEMENT       NAIC
DECEMBER 31, 1999 (IN MILLIONS)                   VALUE     MARKET VALUE
- -------------------------------                 ---------   ------------
<S>                                             <C>         <C>
Due in one year or less.......................  $  234.2      $  226.3
Due after one year through five years.........   1,456.3       1,396.9
Due after five years through ten years........   1,285.4       1,230.4
Due after ten years...........................   1,815.7       1,736.0
                                                --------      --------
    Total.....................................  $4,791.6      $4,589.6
                                                ========      ========
</TABLE>

                                     - 34 -
<PAGE>
                    MUTUAL OF AMERICA LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

2. INVESTMENTS (CONTINUED)
REALIZED INVESTMENT GAINS

Sales of fixed maturity securities were as follows:

<TABLE>
<CAPTION>
DECEMBER 31 (IN MILLIONS)                           1999       1998
- -------------------------                         --------   --------
<S>                                               <C>        <C>
Fixed maturity securities:
  Proceeds......................................  $1,557.8   $4,164.6
  Gross realized gains..........................       5.6       20.0
  Gross realized losses.........................      20.9        6.0
</TABLE>

Sales of investments in fixed maturity securities resulted in $15.3 million of
losses and $14.0 million of gains being accumulated in IMR in 1999 and 1998,
respectively. Such amounts will be amortized into net investment income over the
estimated remaining life of the investment sold. During 1999 and 1998, $16.5
million and $54.2 million of the IMR was amortized and included in net
investment income. Included in IMR amortization income for 1998 is a $34.5
million net adjustment related to realized capital gains that should have been
exempted from IMR since they were associated with higher than normal general
account withdrawal activity (including transfers to the Separate Accounts) that
occurred in 1997.

Net realized capital gains reflected in the statements of operations for the
years ended December 31, 1999 and 1998 were as follows:

<TABLE>
<CAPTION>
DECEMBER 31 (IN MILLIONS)                                1999       1998
- -------------------------                              --------   --------
<S>                                                    <C>        <C>
Equity securities (common and preferred stock).......   $20.9      $16.0
Mortgage loans and other.............................      --         .6
                                                        -----      -----
    Net realized capital gains.......................   $20.9      $16.6
                                                        =====      =====
</TABLE>

3. GUARANTEED FUNDS TRANSFERABLE

In 1980, Mutual of America terminated a reinsurance arrangement and assumed
direct ownership of funds held by the former reinsurer and direct liability for
the contractual obligations to policyholders. The liability to such
policyholders is included as insurance and annuity reserves in the consolidated
statements of financial condition. The principal amount of the funds held by the
former reinsurer is guaranteed to earn at least 3.125% per year.

The guaranteed funds are transferable to Mutual of America over time and are
stated at the total principal amount of future guaranteed transfers to Mutual of
America of $137.3 million and $115.9 million at December 31, 1999 and 1998,
respectively. The actual interest and other allocated investment earnings on
these funds amounted to $44.3 million and $12.2 million in 1999 and 1998,
respectively, and are included in net investment income. Income in 1999 included
a $33.2 million special one-time dividend declared in connection with the
insurer's demutualization-related asset transfers and the formation of a
corporate account.

                                     - 35 -
<PAGE>
                    MUTUAL OF AMERICA LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

4. REAL ESTATE

Real estate consists primarily of an office building that Mutual of America
purchased for its corporate headquarters. The purchase price of the building was
fully financed. The Company occupies approximately one-third of this office
building as its corporate headquarters and leases the remaining space.
Depreciation expense for 1999 and 1998 was $5.2 million for both years.

5. NOTE PAYABLE

In connection with the acquisition of its corporate headquarters, Mutual of
America obtained a $135.0 million, seven-year, 6.91% fixed rate secured term
note. The note matured and was paid in full on October 15, 1999. Interest on the
note was payable semiannually in April and October.

6. PENSION PLAN AND POSTRETIREMENT BENEFITS

PENSION BENEFIT AND OTHER BENEFIT PLANS

The Company has a qualified, non-contributory defined benefit pension plan
covering virtually all employees. Benefits are generally based on years of
service and final average salary. The Company's funding policy is to contribute
annually, at a minimum, the amount necessary to satisfy the funding requirements
under the Employee Retirement Income Security Act of 1974 ("ERISA"). The Company
also maintains two non-qualified defined benefit pension plans. The first
provides benefits to employees whose total compensation exceeds the maximum
allowable compensation limits for qualified retirement plans under ERISA. The
second provides benefits to non-employee members of the Board of Directors.

The Company has two defined benefit postretirement plans covering substantially
all salaried employees. Employees may become eligible for such benefits upon
attainment of retirement age while in the employ of the Company and upon
satisfaction of service requirements. One plan provides medical and dental
benefits and the second plan provides life insurance benefits. The
postretirement plans are contributory for those individuals who retire with less
than twenty years of eligible service; with retiree contributions adjusted
annually and contain other cost-sharing features, such as deductibles and
coinsurance.

                                     - 36 -
<PAGE>
                    MUTUAL OF AMERICA LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

6. PENSION PLAN AND POSTRETIREMENT BENEFITS (CONTINUED)
The components of net periodic benefit costs are as follows:

<TABLE>
<CAPTION>
                                                                   PENSION                OTHER
                                                                  BENEFITS              BENEFITS
                                                             -------------------   -------------------
DECEMBER 31 (IN MILLIONS)                                      1999       1998       1999       1998
- -------------------------                                      ----     --------   --------   --------
<S>                                                          <C>        <C>        <C>        <C>
Service cost...............................................   $ 6.3      $ 5.3       $ .8       $ .6
Interest cost on PBO.......................................     6.6        6.2        1.5        1.3
Expected return on plan assets.............................    (7.0)      (6.9)        --         --
Amortization of initial net asset..........................     (.1)       (.2)        --         --
Amortization of unrecognized net loss......................     2.9        1.6         .3         .1
Settlement loss............................................      --        2.8         --         --
                                                              -----      -----       ----       ----
NET BENEFIT EXPENSE........................................   $ 8.7      $ 8.8       $2.6       $2.0
                                                              =====      =====       ====       ====
</TABLE>

The change in the projected benefit obligation and plan assets are as follows:

<TABLE>
<CAPTION>
                                                        PENSION BENEFITS       OTHER BENEFITS
                                                       -------------------   -------------------
DECEMBER 31 (IN MILLIONS)                                1999       1998       1999       1998
- -------------------------                                ----     --------   --------   --------
<S>                                                    <C>        <C>        <C>        <C>
CHANGE IN PROJECTED BENEFIT OBLIGATION (PBO):
PBO, beginning of year:..............................   $ 93.5     $ 77.3     $ 18.0     $ 15.6
  Service cost.......................................      6.3        5.3         .8         .6
  Interest cost......................................      6.7        6.2        1.5        1.3
  Change in assumptions..............................    (26.5)      17.3       (3.8)       1.1
  Actuarial loss.....................................       .8       11.8        3.1         --
  Benefits and expenses paid.........................     (1.6)     (24.4)       (.8)       (.6)
                                                        ------     ------     ------     ------
PBO, end of year.....................................   $ 79.2     $ 93.5     $ 18.8     $ 18.0
                                                        ------     ------     ------     ------
CHANGE IN PLAN ASSETS:
Plan assets, beginning of year.......................   $ 60.4     $ 58.6     $   --     $   --
  Employer contributions.............................     19.0       16.8         --         --
  Return on plan assets..............................     11.0        9.4         --         --
  Benefits and expenses paid.........................     (1.5)     (24.4)        --         --
                                                        ------     ------     ------     ------
Plan assets, end of year.............................     88.9       60.4         --         --
                                                        ------     ------     ------     ------
Plan assets in excess of (lower than) PBO............   $  9.7     $(33.1)    $(18.8)    $(18.0)
                                                        ======     ======     ======     ======
</TABLE>

At December 31, 1999 all of the qualified pension plan assets are invested in
one of the Company's separate accounts (consisting primarily of equity
securities) and participation in certain other funds managed by outside
investment advisors. For financial reporting purposes,

                                     - 37 -
<PAGE>
                    MUTUAL OF AMERICA LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

6. PENSION PLAN AND POSTRETIREMENT BENEFITS (CONTINUED)
the prepaid benefit cost at December 31, 1999 and 1998, has been classified as a
non-admitted asset. The prepaid (accrued) benefit cost is as follows:

<TABLE>
<CAPTION>
                                                        PENSION BENEFITS       OTHER BENEFITS
                                                       -------------------   -------------------
DECEMBER 31 (IN MILLIONS)                                1999       1998       1999       1998
- -------------------------                                ----     --------   --------   --------
<S>                                                    <C>        <C>        <C>        <C>
Plan assets in excess of (lower than) PBO............   $  9.7     $(33.1)    $(18.8)    $(18.0)
Remaining unrecognized initial net asset.............      (.3)       (.5)        --         --
Unrecognized prior service cost......................      3.9        4.6         --         --
Unrecognized net loss from past experience different
  from that assumed..................................      8.1       40.1        3.8        5.6
                                                        ------     ------     ------     ------
PREPAID (ACCRUED) BENEFIT COST, END OF YEAR..........   $ 21.4     $ 11.1     $(15.0)    $(12.4)
                                                        ======     ======     ======     ======
</TABLE>

The Company funds the qualified non-contributory defined benefit pension plan in
accordance with the requirements of ERISA. Plan assets at fair value for the
qualified pension plan were $72.9 million and $52.3 million at December 31, 1999
and 1998, respectively. The actuarial present value of accumulated benefits for
the qualified pension plan were $37.5 million and $32.6 million at December 31,
1999 and 1998, respectively. During 1999 and 1998, the Company made
contributions to the qualified plan of $11.5 million and $13.3 million,
respectively.

The assumptions used in determining the aggregate projected benefit obligation
for pension and other benefit plans were as follows:

<TABLE>
<CAPTION>
                                                           PENSION BENEFITS       OTHER BENEFITS
                                                          -------------------   -------------------
WEIGHTED AVERAGE ASSUMPTIONS AT DECEMBER 31                 1999       1998       1999       1998
- -------------------------------------------                 ----     --------   --------   --------
<S>                                                       <C>        <C>        <C>        <C>
Discount rate...........................................    8.20%      6.80%      8.20%      6.80%
Expected return on plan assets..........................   11.30%     11.30%      8.75%     11.30%
Rate of compensation increase...........................    4.00%      4.00%      4.00%      4.00%
</TABLE>

The health care cost trend rate assumption has an affect on the amounts
reported. For example, increasing the assumed health care cost trend rate by one
percentage point in each year would increase the accumulated postretirement
obligation for the plan as of December 31, 1999 by $2.6 million and the
aggregate of the service and interest cost components of the net periodic
benefit cost for 1999 by $.4 million.

SAVINGS AND OTHER INCENTIVE PLANS

All employees may participate in a Company sponsored savings plan under which
the Company matches a portion of the employee's contributions up to 6% of
salary. The Company contributed $1.8 million and $1.7 million in 1999 and 1998,
respectively. The Company also has a long-term performance based incentive
compensation plan for certain employees. Shares are granted each year and
generally vest over a three-year period. The value of such shares is based upon
increases in the Company's statutory surplus and the maintenance of certain
financial

                                     - 38 -
<PAGE>
                    MUTUAL OF AMERICA LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

6. PENSION PLAN AND POSTRETIREMENT BENEFITS (CONTINUED)
ratios. Compensation expense recognized in 1999 and 1998 related to this plan
was $5.0 million and $3.2 million respectively.

7. COMMITMENTS AND CONTINGENCIES

Rental expenses were $18.4 million and $17.3 million in 1999 and 1998,
respectively. The approximate minimum rental commitments under noncancelable
operating leases are as follows: $3.3 million in 2000, $3.0 million in 2001,
$2.8 million in 2002, $2.2 million in 2003, $1.6 million in 2004, and $1.5
million thereafter. Such leases are principally for leased office space,
furniture and equipment. Certain office space leases provide for adjustments to
reflect changes in real estate taxes and other operating expenses.

The Company is involved in various legal actions that have arisen in the course
of the Company's business. In the opinion of management, the ultimate liability
with respect to such lawsuits as well as other contingencies is not considered
to be material in relation to the Company's consolidated financial statements.

8. FEDERAL INCOME TAXES

Mutual of America's pension business was exempt from federal income taxation
under Section 501(a) of the Internal Revenue Code ("Code") through 1997.
Effective January 1, 1998 Mutual of America's pension business became subject to
federal income tax. Mutual of America and its life subsidiary file federal
income tax returns on a separate company basis. Mutual of America's
non-insurance subsidiaries file a consolidated income tax return. The Federal
income tax benefit for 1999 amounted to $.5 million as compared to a benefit of
$1.2 million in 1998. The 1999 and 1998 tax benefits reflected in the
accompanying statements of operations and surplus arose principally from the
operating results of its insurance and non-insurance subsidiaries.

The difference between the actual tax provision (benefit) reflected in the
accompanying consolidated statements of operations and the expected amounts
computed by applying the statutory rate of 35% to operating income arises
principally from the differing statutory and tax treatment of IMR income and
realized capital gains and losses on investment transactions and from the
differences between the tax and statutory basis of Mutual of America's assets
and liabilities. Such differences resulted from transition rules under the Code
as of January 1, 1998, which accompanied the change in taxation of Mutual of
America's pension business. These transition rules will moderate Mutual of
America's tax expense over the next several years. At December 31, 1999 Mutual
of America had a net operating loss carry forward of approximately $59.2 million
that expires in 2018.

9. FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair values of financial instruments have been determined by using
available market information and the valuation methodologies described below.
Considerable judgment is often required in interpreting market data to develop
estimates of fair value. Accordingly, the

                                     - 39 -
<PAGE>
                    MUTUAL OF AMERICA LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

9. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
estimates presented herein may not necessarily be indicative of amounts that
could be realized in a current market exchange. The use of different assumptions
or valuation methodologies may have a material effect on the estimated fair
value amounts.

Amounts related to the Company's financial instruments were are follows:

<TABLE>
<CAPTION>
                                                              STATEMENT   ESTIMATED
DECEMBER 31, 1999 (IN MILLIONS)                                 VALUE     FAIR VALUE
- -------------------------------                                 -----     ----------
<S>                                                           <C>         <C>
ASSETS
Bonds and notes.............................................  $4,698.5     $4,496.5
Common stock................................................     412.8        412.8
Preferred stock.............................................      40.5         40.5
Cash and short term investments.............................      81.6         81.6
Guaranteed funds transferable...............................     137.3        134.6
Mortgage loans..............................................      18.5         18.1
Policy loans................................................     103.5        103.5
LIABILITIES
Insurance and annuity reserves..............................  $4,861.7     $4,711.3
</TABLE>

<TABLE>
<CAPTION>
                                                              STATEMENT   ESTIMATED
DECEMBER 31, 1998 (IN MILLIONS)                                 VALUE     FAIR VALUE
- -------------------------------                                 -----     ----------
<S>                                                           <C>         <C>
ASSETS
Bonds and notes.............................................  $4,874.2     $4,914.4
Common stock................................................     339.5        339.5
Preferred stock.............................................      55.8         55.8
Cash and short term investments.............................      98.7         98.7
Guaranteed funds transferable...............................     115.9        120.9
Mortgage loans..............................................      19.3         19.6
Policy loans................................................     100.6        100.6
LIABILITIES
Insurance and annuity reserves..............................  $4,925.4     $5,094.7
Note payable................................................     137.0        137.0
</TABLE>

FIXED MATURITIES AND EQUITY SECURITIES -- Fair value for fixed maturities is
determined by reference to market prices quoted by the NAIC. If quoted market
prices are not available, fair value is determined using quoted prices for
similar securities. Market value for equity securities is determined by
reference to valuations quoted by the NAIC.

CASH AND SHORT TERM INVESTMENTS -- The carrying value for cash and short-term
investments approximates fair values due to the short-term maturities of these
instruments.

MORTGAGE LOANS -- Fair value for mortgage loans is determined by discounting the
expected future cash flows using the current rate at which similar loans would
be made to borrowers with similar credit ratings and remaining maturities.

                                     - 40 -
<PAGE>
                    MUTUAL OF AMERICA LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

9. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
POLICY LOANS -- The majority of policy loans are issued with variable interest
rates which are periodically adjusted based on changes in rates credited to the
underlying policies and therefore are considered to be stated at fair value.

INSURANCE AND ANNUITY RESERVES -- Contractual funds not yet used to purchase
retirement annuities and other deposit liabilities are stated at their cash
surrender value. General account policies are issued with variable interest
rates that are periodically adjusted based on changes in underlying economic
conditions.

The fair value of annuity contracts (approximately $1.3 billion and $1.6 billion
at December 31, 1999 and 1998, respectively) was determined by discounting
expected future retirement benefits using current mortality tables and interest
rates based on the duration of expected future benefits. Weighted average
interest rates of 7.83% and 5.38% were used at December 31, 1999 and 1998,
respectively.

NOTE PAYABLE -- The fair value of long-term debt was determined by discounting
expected future cash flows using current interest rates for instruments with
similar terms and maturities.

10. RECONCILIATION OF STATUTORY BASIS FINANCIAL RESULTS TO A GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES BASIS

The accompanying financial statements are presented in conformity with statutory
accounting practices prescribed or permitted by the State of New York Insurance
Department which practices differ from GAAP. The variances between such
practices and GAAP and the effects on the accompanying financial statements
follow:

ASSET VALUATIONS AND INVESTMENT INCOME RECOGNITION

GAAP requires the Company's bonds and notes to be classified as either held to
maturity ("HTM") or available for sale ("AFS"); whereas for statutory accounting
no such classification is required. In addition, for GAAP, AFS bonds and notes
are carried at their fair market value with the unrealized gains and losses
applied directly to surplus; whereas for statutory accounting all bonds and
notes are carried at their amortized cost.

Realized capital gains and losses, net of applicable taxes, arising from changes
in interest rates are recognized in income currently for GAAP accounting, rather
than accumulated in the IMR and amortized into income over the remaining life of
the security sold for statutory accounting. Additionally, capital gains and
losses are not recognized when a security is sold and the same or substantially
the same security is repurchased, unless the repurchase occurs after a
reasonable exposure to market risk.

A general formula based Asset Valuation Reserve (AVR) is recorded for statutory
accounting purposes, whereas such reserves are established under GAAP only when
an asset's impairment is considered to be other than temporary.

                                     - 41 -
<PAGE>
                    MUTUAL OF AMERICA LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

10. RECONCILIATION OF STATUTORY BASIS FINANCIAL RESULTS TO A GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES BASIS (CONTINUED)
Certain assets, principally furniture and fixtures and prepaid expenses, for
statutory accounting, are excluded from the statement of financial condition by
a charge to surplus; whereas under GAAP, such assets are carried at their
amortized cost.

POLICY ACQUISITION COSTS

Under GAAP, policy acquisition costs that are directly related to and vary with
the production of new business are deferred and amortized over the estimated
life of the applicable policies, rather than being expensed as incurred.

INSURANCE AND ANNUITY RESERVES

Under statutory accounting practices the interest rates and mortality and
morbidity assumptions used are those which are prescribed or permitted by the
State of New York Insurance Department. Under GAAP, for annuities the interest
rate assumptions used are generally those assumed in the pricing of the contract
at issue; for disability benefits the interest rates assumed are those
anticipated to be earned over the duration of the benefit period. Mortality and
morbidity assumptions are based on Company experience.

PREMIUM RECOGNITION

Insurance contracts that do not subject the insurer to significant mortality or
morbidity risk are considered, under GAAP, to be primarily investment contracts.
GAAP requires all amounts received from policyholders under these investment
contracts to be recorded as a policyholder deposit rather than as premium
income.

DEFERRED INCOME TAXES

GAAP requires that a deferred tax asset or liability be established to provide
for temporary differences between the tax and financial reporting bases of
assets and liabilities. Deferred income taxes are not recorded for statutory
accounting purposes.

                                     - 42 -
<PAGE>
                    MUTUAL OF AMERICA LIFE INSURANCE COMPANY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                           DECEMBER 31, 1999 AND 1998

10. RECONCILIATION OF STATUTORY BASIS FINANCIAL RESULTS TO A GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES BASIS (CONTINUED)
The tables that follow provide a reconciliation of the 1999 and 1998 statutory
financial results reflected in the accompanying financial statements to a GAAP
basis:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------
<S>                                                           <C>        <C>
RECONCILIATION OF STATUTORY TO GAAP SURPLUS (IN MILLIONS)       1999       1998
<CAPTION>
- ---------------------------------------------------------------------------------
<S>                                                           <C>        <C>
STATUTORY SURPLUS...........................................  $  680.8   $  594.9
  Market value adjustment related to AFS bonds and notes....    (204.4)     170.9
  Realized capital gains....................................     111.3      136.0
  AVR.......................................................     117.7      118.5
  Deferred policy acquisition costs.........................      49.8       39.7
  Policy reserve adjustments................................     (23.4)     (21.9)
  Non-admitted assets.......................................      29.6       16.2
  Federal income taxes......................................     303.9      163.1
  Other.....................................................        .4        1.7
- ---------------------------------------------------------------------------------
GAAP SURPLUS................................................  $1,065.7   $1,219.1
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
<CAPTION>
RECONCILIATION OF STATUTORY TO GAAP NET INCOME                  1999       1998
- ---------------------------------------------------------------------------------
<S>                                                           <C>        <C>
STATUTORY NET INCOME........................................  $   95.6   $   71.8
  Investment income adjustments.............................      (9.8)     (52.8)
  Realized capital gains (losses)...........................     (14.9)      25.3
  Policy reserve adjustments................................      (1.6)      (3.5)
  Deferred acquisition costs................................       3.2        6.0
  Deferred income taxes.....................................      13.9      237.1
  Other.....................................................      (3.1)      (1.5)
- ---------------------------------------------------------------------------------
GAAP NET INCOME.............................................  $   83.3   $  282.4
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
<CAPTION>
RECONCILIATION OF GAAP TO STATUTORY PREMIUMS                    1999       1998
- ---------------------------------------------------------------------------------
<S>                                                           <C>        <C>
GAAP PREMIUM INCOME.........................................  $   61.0   $   61.1
  Premiums from investment contracts........................     864.8      790.4
- ---------------------------------------------------------------------------------
STATUTORY PREMIUM INCOME....................................  $  925.8   $  851.5
- ---------------------------------------------------------------------------------
</TABLE>

                                     - 43 -


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