SUPPLEMENT DATED MARCH 1, 1999
TO THE PROSPECTUS DATED MAY 1, 1998
CARILLON ACCOUNT
Effective March 1, 1999, the prospectus for Carillon Account
dated May 1, 1998 is amended by including as a part thereof the
following information:
In March, 1999, we intend to file a request for an order of the
Securities and Exchange Commission ("SEC") permitting us to
substitute alternative subaccounts and their underlying mutual
fund portfolios ("substituted options") for existing subaccounts
and portfolios that we propose to cease operating as investment
options under your contract ("eliminated options"). If you have
values allocated to an eliminated option, you will receive prior
notification regarding the details of the substitution. The
eliminated and substituted options that we anticipate are:
<TABLE>
<CAPTION>
ELIMINATED OPTIONS: SUBSTITUTED OPTIONS:
<S> <C>
Capital Subaccount/ Balanced Index Subaccount/
Carillon Capital Portfolio Carillon Balanced Index Portfolio
Capital Appreciation Subaccount/ AIM Capital Appreciation Subaccount/
American Century VP Capital AIM V.I. Capital Appreciation
Appreciation Portfolio Portfolio
</TABLE>
We will allow transfers from eliminated options to any other
investment options available under the variable annuity contracts
for a period of 30 days prior to any substitution without the
imposition of any transfer fee. We also will permit you to
transfer amounts moved to a substituted option as part of the
substitution to any other investment options for a period of 30
days after the substitution. Such transfers would not count in
determining whether the six free transfers have been exceeded.
The proposed substitution of the substituted options for the
eliminated options likewise would not impose a transfer fee nor
count in determining whether the six free transfers have been
exceeded. The proposed substitution will not affect your rights
or our obligations under the contract.
There can be no guarantee that the SEC will grant our request.
The terms, conditions and scope of any order granting, in whole
or part, the relief requested, may vary from our request.
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