MONY AMERICA VARIABLE ACCOUNT L, S-6EL24, 1996-06-14

MONY AMERICA VARIABLE ACCOUNT L
S-6EL24, 1996-06-14

Previous: PRINCOR GOVERNMENT SECURITIES INCOME FUND INC, N-30D, 1996-06-14

Next: POLLUTION RESEARCH & CONTROL CORP /CA/, 8-K, 1996-06-14

<PAGE> 1

REGISTRATION NOS. 333-
811-4235
FISCAL YEAR END DECEMBER 31
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM S-6

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES
OF UNIT INVESTMENT TRUSTS REGISTERED ON FORMS N-8B-2

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

MONY AMERICA VARIABLE ACCOUNT L
(EXACT NAME OF TRUST)

MONY LIFE INSURANCE COMPANY OF AMERICA
(NAME OF DEPOSITOR)

1740 BROADWAY
NEW YORK, NEW YORK 10019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)

EDWARD P. BANK
VICE PRESIDENT AND DEPUTY GENERAL COUNSEL
THE MUTUAL LIFE INSURANCE COMPANY OF NEW YORK
1740 BROADWAY
NEW YORK, NEW YORK 10019
(NAME AND ADDRESS OF AGENT FOR SERVICE)

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

It is proposed that this filing will become effective on August 1, 1996.

Title and Amount of Securities Being Registered: Flexible premium variable
universal life insurance policies. Such policies are not issued in predetermined
amounts.

Proposed Maximum Offering Price to the Public of the Securities Being
Registered: The Registrant has elected, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, to register an indefinite amount of securities
by this registration statement. The registration fee of $500 was paid at the
time of filing of the initial registration statement.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

CROSS REFERENCE TO ITEMS REQUIRED BY FORM N-8B-2

<TABLE>
<CAPTION>
ITEM NO. OF
FORM N-8B-2 CAPTION IN PROSPECTUS
- ----------- --------------------------------------------------------------------------------
<C> <S>
1 Cover Page
2 Cover Page
3 Not Applicable
4 DISTRIBUTION OF THE POLICY
5 INFORMATION ABOUT THE COMPANY AND THE VARIABLE ACCOUNT
6 MONY America Variable Account L
7 Not required
8 Not required
9 Legal Proceedings
10 THE POLICY; INFORMATION ABOUT THE COMPANY AND THE VARIABLE ACCOUNT; CHARGES AND
DEDUCTIONS; OTHER INFORMATION; VOTING RIGHTS; MORE ABOUT THE POLICY
11 INFORMATION ABOUT THE COMPANY AND THE VARIABLE ACCOUNT; THE FUNDS; PURCHASE OF
PORTFOLIO SHARES BY THE VARIABLE ACCOUNT
12 INFORMATION ABOUT THE COMPANY AND THE VARIABLE ACCOUNT; THE FUNDS; PURCHASE OF
PORTFOLIO SHARES BY THE VARIABLE ACCOUNT
13 THE POLICY; CHARGES AND DEDUCTIONS; THE FUNDS
14 THE POLICY
15 THE POLICY
16 THE FUNDS; THE POLICY; INFORMATION ABOUT THE COMPANY AND THE VARIABLE ACCOUNT
17 THE POLICY
18 THE FUNDS; THE POLICY; INFORMATION ABOUT THE COMPANY AND THE VARIABLE ACCOUNT
19 VOTING RIGHTS; MORE ABOUT THE POLICY
20 Not applicable
21 THE POLICY
22 Not applicable
23 Not applicable
24 DEFINITIONS; MORE ABOUT THE POLICY
25 INFORMATION ABOUT THE COMPANY AND THE VARIABLE ACCOUNT
26 Not applicable
27 INFORMATION ABOUT THE COMPANY AND THE VARIABLE ACCOUNT
28 INFORMATION ABOUT THE COMPANY AND THE VARIABLE ACCOUNT
29 INFORMATION ABOUT THE COMPANY AND THE VARIABLE ACCOUNT
30 Not applicable
31 Not applicable
32 Not applicable
33 Not applicable
34 Not applicable
</TABLE>
<PAGE> 3

<TABLE>
<CAPTION>
ITEM NO. OF
FORM N-8B-2 CAPTION IN PROSPECTUS
- ----------- --------------------------------------------------------------------------------
<C> <S>
35 MORE ABOUT THE POLICY
36 Not applicable
37 Not applicable
38 INFORMATION ABOUT THE COMPANY AND THE ACCOUNT; MORE ABOUT THE POLICY
39 MORE ABOUT THE POLICY
40 Not applicable
41 MORE ABOUT THE POLICY
42 Not applicable
43 Not applicable
44 INFORMATION ABOUT THE COMPANY AND THE VARIABLE ACCOUNT; THE POLICY; MORE ABOUT
THE POLICY
45 Not applicable
46 INFORMATION ABOUT THE COMPANY AND THE VARIABLE ACCOUNT; THE POLICY; MORE ABOUT
THE POLICY
47 INFORMATION ABOUT THE COMPANY AND THE VARIABLE ACCOUNT; THE POLICY; MORE ABOUT
THE POLICY
48 Not applicable
49 Not applicable
50 INFORMATION ABOUT THE COMPANY AND THE VARIABLE ACCOUNT
51 Cover Page; INFORMATION ABOUT THE COMPANY AND THE VARIABLE ACCOUNT; THE POLICY;
MORE ABOUT THE POLICY
52 OTHER INFORMATION
53 OTHER INFORMATION
54 Not applicable
55 Not applicable
56 Not required
57 Not required
58 Not required
59 FINANCIAL STATEMENTS
</TABLE>
<PAGE> 4

PROSPECTUS
DATED AUGUST 1, 1996

FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE INSURANCE POLICY

ISSUED BY

MONY LIFE INSURANCE COMPANY OF AMERICA
MONY AMERICA VARIABLE ACCOUNT L

This prospectus describes a flexible premium variable universal life
insurance policy (individually, the "Policy," and collectively, the "Policies")
offered by MONY Life Insurance Company of America (the "Company"), a
wholly-owned subsidiary of The Mutual Life Insurance Company of New York
("Mutual of New York"). The Policy is designed primarily for situations where
one or more Policies are purchased each insuring the life of an individual, who
shares a common employment, business or other relationship with other
individuals also insured under a Policy. The Policy may be owned individually,
or by a corporation, trust, association or similar organization. Each Policy
must be a part of a Case, which is a grouping of one or more Policies connected
by a non-arbitrary factor, such as a common employer of the Insureds, and the
sum of the premiums to be received by the Company in the first Policy year for
the Policies representing the Case must be at least $100,000. The Policy, for so
long as it remains in force, provides lifetime insurance protection on the
Insured named in the Policy through the Maturity Date. The Policy is designed to
provide maximum flexibility in connection with premium payments and death
benefits by permitting, subject to certain restrictions, the frequency and
amount of premium payments to vary and the death benefit payable under the
Policy to increase or decrease. A Policy may also be surrendered for its
Surrender Value less Outstanding Debt.

For so long as the Policy remains in force, the Company will, upon proof of
the death of an Insured, pay the death benefit proceeds to the named
Beneficiary. Death benefit proceeds will consist of the Base Death Benefit under
the Policy, plus any amount provided by the Term Insurance Rider, reduced by any
Outstanding Debt (and, if in the Grace Period, further reduced by any overdue
charges). The Policy will remain in force as long as the Account Value less
Outstanding Debt remains positive. If the Guaranteed Death Benefit Rider is
purchased, the Specified Amount of the Policy will remain in force if the
required premiums (less Partial Surrenders taken (excluding any Partial
Surrender fees)) have been paid and Account Value exceeds Outstanding Debt.

The Policy permits the choice of two death benefits: under Option I, the
Base Death Benefit remains fixed at the Specified Amount chosen; under Option
II, the Base Death Benefit equals the Specified Amount plus Surrender Value.
Under Option II, the Base Death Benefit will vary daily with the investment
performance of the Subaccounts for any Policy Owner who has allocated net
premiums to the Variable Account. Under either Option, for so long as the Policy
remains in force, the Base Death Benefit will always equal or exceed a multiple
of the Surrender Value and will never be less than the current Specified Amount.

The Policy Owner may choose which of the two tests for compliance with the
Federal income tax law definition of life insurance will be applied to the
Policy. These tests are the Cash Value Accumulation Test and the Guideline
Premium/Cash Value Corridor Test. If the Guideline Premium/Cash Value Corridor
Test is chosen, premium payments may be limited.

The Policy also permits an owner of the Policy to obtain loans from the
Company in amounts up to 90% of the Account Value of the Policy (less any
Outstanding Debt), and it permits an Owner to surrender a part of the Policy and
receive a part of the Account Value of the Policy.

Net premiums may be allocated at the Policy Owner's discretion to one or
more of the Subaccounts that comprise a separate account of the Company called
the MONY America Variable Account L (the "Variable Account"), or to the
Guaranteed Interest Account of the Company. Any portion of a net premium
allocated to one or more of the Subaccounts is invested in the corresponding
Portfolios of the MONY Series Fund, Inc. (the "MONY Fund") or the Enterprise
Accumulation Trust (the "Accumulation Trust"). The available
<PAGE> 5

Portfolios of the MONY Fund currently are: the Money Market Portfolio, the
Government Securities Portfolio, the Intermediate Term Bond Portfolio, and the
Long Term Bond Portfolio. The available Portfolios of the Accumulation Trust
are: the Equity Portfolio, the Small Cap Portfolio, the Managed Portfolio, the
International Growth Portfolio, and the High Yield Bond Portfolio. Amounts set
aside as collateral for any Outstanding Debt are held in the Loan Account, which
is part of the General Account of the Company.

To the extent that all or a portion of net premiums are allocated to the
Variable Account, the Account Value under the Policy will vary based upon the
investment performance of the Subaccounts to which the Account Value is
allocated. Net premiums allocated to the Guaranteed Interest Account are assets
of the General Account of the Company. The Account Value in the Guaranteed
Interest Account will accrue interest at an interest rate that is guaranteed by
the Company. No minimum amount of Account Value is guaranteed, except to the
extent premiums are allocated to the Guaranteed Interest Account.

A Policy may be returned during the Free Look Period (see "Right to Examine
a Policy -- Free Look Period," page 32), during which time net premium payments
allocated to the Variable Account will be invested in the Money Market
Subaccount.

It may not be advantageous to replace existing insurance with the Policy.

This prospectus generally describes only the portion of the Policy
involving the Variable Account. For a brief summary of the Guaranteed Interest
Account, see "The Guaranteed Interest Account," page 63.

In pursuing its investment objective, the High Yield Bond Subaccount
purchases shares of the High Yield Portfolio which may invest significantly in
lower rated bonds, commonly referred to as "Junk Bonds". Bonds of this type are
considered to be speculative with regard to the payment of interest and return
of principal. Investment in these types of securities have special risks and,
therefore, may not be suitable for all investors. Investors should carefully
assess the risks associated with allocating premium payments to this subaccount.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE. THIS PROSPECTUS IS ACCOMPANIED BY THE CURRENT PROSPECTUSES FOR THE MONY
SERIES FUND, INC. AND THE ENTERPRISE ACCUMULATION TRUST. THESE PROSPECTUSES
SHOULD BE READ CAREFULLY AND RETAINED FOR FUTURE REFERENCE.

MONY LIFE INSURANCE COMPANY OF AMERICA
1740 BROADWAY
NEW YORK, NEW YORK 10019
1-800-487-6669
<PAGE> 6

TABLE OF CONTENTS

<TABLE>
<S> <C>
IMPORTANT TERMS........................................................................
SUMMARY OF THE POLICY..................................................................
Purpose of the Policy................................................................
Explanation of a Case................................................................
Policy Values........................................................................
The Death Benefit....................................................................
Premium Features.....................................................................
Allocation Options...................................................................
Transfer of Account Value............................................................
Policy Owner Services................................................................
Dollar Cost Averaging.............................................................
Automatic Rebalancing.............................................................
Right to Exchange Policy.............................................................
Policy Loans.........................................................................
Full Surrender.......................................................................
Partial Surrender....................................................................
Free Look Period.....................................................................
Grace Period and Lapse...............................................................
Charges and Deductions...............................................................
Deductions from Premiums..........................................................
Deductions from Account Value.....................................................
Transaction and Other Charges.....................................................
Tax Treatment of Increases in Account Value..........................................
Tax Treatment of Death Benefit.......................................................
The Guaranteed Interest Account......................................................
Contacting the Company...............................................................
INFORMATION ABOUT THE COMPANY AND THE VARIABLE ACCOUNT.................................
MONY Life Insurance Company of America...............................................
MONY America Variable Account L......................................................
The Funds............................................................................
Purchase of Portfolio Shares by the Variable Account.................................
The Money Market Portfolio........................................................
The Government Securities Portfolio...............................................
The Intermediate Bond Portfolio...................................................
The Long Term Bond Portfolio......................................................
The Equity Portfolio..............................................................
The Small Cap Portfolio...........................................................
The Managed Portfolio.............................................................
The International Growth Portfolio................................................
The High Yield Bond Portfolio.....................................................
THE POLICY.............................................................................
Application for a Policy.............................................................
Temporary Insurance Coverage......................................................
Initial Premium Payment...........................................................
Policy Date.......................................................................
Risk Classification and Evidence of Insurability..................................
</TABLE>

i
<PAGE> 7

<TABLE>
<S> <C>
Right to Examine a Policy -- Free Look Period........................................
Premiums.............................................................................
Case Premiums.....................................................................
Premium Flexibility...............................................................
Scheduled Premiums................................................................
Choice of Definition of Life Insurance Tests......................................
Guaranteed Death Benefit Rider Premiums...........................................
Modified Endowment Contracts......................................................
Unscheduled Premium Payments......................................................
Premium Payments Affect the Continuation of the Policy............................
Allocation of Net Premiums...........................................................
Death Benefits Under the Policy......................................................
Death Benefit Options.............................................................
Changes in Death Benefit Option...................................................
Changes in Death Benefit Amounts.....................................................
Scheduled Increases in Death Benefits.............................................
Unscheduled Increases in Death Benefit............................................
Decreases in Death Benefits.......................................................
Guaranteed Death Benefit Rider.......................................................
Other Optional Insurance Benefits....................................................
Term Insurance Rider..............................................................
Benefits at Maturity.................................................................
Policy Values........................................................................
Account Value.....................................................................
Surrender Value...................................................................
Determination of Account Value.......................................................
Calculating Unit Values for Each Subaccount..........................................
Transfer of Account Value............................................................
Policy Owner Services................................................................
Dollar Cost Averaging.............................................................
Automatic Rebalancing.............................................................
Right to Exchange Policy.............................................................
Policy Loans.........................................................................
Full Surrender.......................................................................
Partial Surrender....................................................................
Grace Period and Lapse...............................................................
If Guaranteed Death Benefit Rider Is Not in Effect................................
If Guaranteed Death Benefit Rider Is in Effect....................................
Reinstatement........................................................................
CHARGES AND DEDUCTIONS.................................................................
Deductions from Premiums.............................................................
Sales Charge......................................................................
Tax Charges.......................................................................
Monthly Deductions from Account Value................................................
Cost of Insurance.................................................................
Mortality and Expense Risk Charge.................................................
Administrative Charge.............................................................
Issue Charge......................................................................
</TABLE>

ii
<PAGE> 8

<TABLE>
<S> <C>
Guaranteed Death Benefit Charge...................................................
Other Optional Insurance Benefits Charges.........................................
Corporate Purchasers.................................................................
Transaction and Other Charges........................................................
Guarantee of Certain Charges.........................................................
OTHER INFORMATION......................................................................
Federal Income Tax Considerations....................................................
Definition of Life Insurance......................................................
Diversification Requirements......................................................
Tax Treatment of Policies.........................................................
Conventional Life Insurance Policies..............................................
Modified Endowment Contracts......................................................
Reasonableness Requirement for Charges............................................
Pension and Profit-Sharing Plans..................................................
Other Employee Benefit Programs...................................................
Other.............................................................................
Charge for Company Income Taxes......................................................
Voting of Fund Shares................................................................
Disregard of Voting Instructions.....................................................
Report to Policy Owners..............................................................
Substitution of Investments and Right to Change Operations...........................
Changes to Comply with Law...........................................................
PERFORMANCE INFORMATION................................................................
THE GUARANTEED INTEREST ACCOUNT........................................................
General Description..................................................................
Limitations on Amounts in the Guaranteed Interest Account............................
Policy Charges.......................................................................
Transfers............................................................................
Surrenders and Policy Loans..........................................................
MORE ABOUT THE POLICY..................................................................
Ownership............................................................................
Joint Owners......................................................................
Beneficiary..........................................................................
The Policy...........................................................................
Notification and Claims Procedures...................................................
Payments.............................................................................
Payment Plan/Settlement Provisions...................................................
Payment in Case of Suicide...........................................................
Assignment...........................................................................
Errors on The Application............................................................
Incontestability.....................................................................
Policy Illustrations.................................................................
Distribution of The Policy...........................................................
MORE ABOUT THE COMPANY.................................................................
Management...........................................................................
State Regulation.....................................................................
Records and Accounts.................................................................
Legal Proceedings....................................................................
Legal Matters........................................................................
</TABLE>

iii
<PAGE> 9

<TABLE>
<S> <C>
Experts..............................................................................
Registration Statement...............................................................
Independent Accountants..............................................................
Financial Statements.................................................................
APPENDIX A.............................................................................
APPENDIX B.............................................................................
APPENDIX C.............................................................................
APPENDIX D.............................................................................
</TABLE>

iv
<PAGE> 10

IMPORTANT TERMS

ACCOUNT VALUE -- The Account Value is the sum of the amounts under the
Policy held in each Subaccount of the Variable Account and the Guaranteed
Interest Account, as well as any amount set aside in the Company's Loan Account.

AGE -- The Insured's age as of his or her nearest birthday on the Policy
Date, increased by the number of complete Policy Years elapsed.

AUTOMATIC REBALANCING -- The Policy feature which automatically
re-allocates each calendar quarter amounts in the Variable Account and the
Guaranteed Interest Account to match the current premium allocation percentages.

BASE DEATH BENEFIT -- Initially this is the Specified Amount for Policies
under death benefit Option I, or the Specified Amount plus the Surrender Value
for Policies under death benefit Option II. The Base Death Benefit may
subsequently change depending on the death benefit Option and test for the
Federal income tax law definition of life insurance chosen.

BENEFICIARY -- The person or persons named by the Policy Owner in the
application or by proper later designation to receive the death benefit proceeds
upon the death of the Insured.

CASE -- A grouping of one or more Policies connected by a non-arbitrary
factor, presented to the Company as a group. (An example of such a factor is a
common employer for the Insureds under each Policy in the collection.) (See
"Explanation of a Case" on page 17.)

COMPANY, THE -- MONY Life Insurance Company of America.

CUSTOMER SERVICE CENTER -- The Company's administrative office located at
One MONY Plaza, Syracuse, New York 13202.

DEATH BENEFIT PERCENTAGE -- The factor used to calculate the applicable
increase in the Base Death Benefit under the Federal income tax law definition
of life insurance. The factor differs depending on whether the Cash Value
Accumulation Test or the Guideline Premium/Cash Value Corridor Test is chosen
for measuring compliance with the Federal income tax law definition of life
insurance. See "Choice of Definition of Life Insurance Tests", page 33 and
"Federal Income Tax Considerations -- Definition of Life Insurance", page 55.
The Policy Owner may elect to have an alternative Death Benefit Percentage apply
to the Policy which may increase the Base Death Benefit above the amount
required by the Federal income tax law definition of life insurance.

DOLLAR COST AVERAGING -- The Policy feature which allows amounts to be
automatically transferred on a monthly or quarterly basis from the Money Market
Subaccount to the other Subaccounts of the Variable Account.

FREE LOOK PERIOD -- The period which follows the application for the Policy
and its issuance to the Policy Owner. During the Free Look Period, the Policy
Owner may cancel the Policy and receive a refund.

FUNDS -- The MONY Series Fund, Inc. and the Enterprise Accumulation Trust.

GENERAL ACCOUNT -- All assets of the Company other than those allocated to
the Variable Account or to any other segregated separate account of the Company.

GUARANTEED INTEREST ACCOUNT -- An account that is part of Company's General
Account to which all or a portion of net premium payments may be allocated for
accumulation at a fixed rate of interest (which may not be less than 4.0%)
declared by Company.

HOME OFFICE -- The Company's administrative office at 1740 Broadway, New
York, New York, 10019. "Home Office" also includes the Company's Syracuse
Operations Center at 1 MONY Plaza, Syracuse, NY 13202.

INSURED -- The person upon whose life the Policy is issued and whose death
is the contingency upon which the death benefit proceeds are payable.

1
<PAGE> 11

LOAN ACCOUNT -- An account to which amounts are transferred from the
Subaccounts and the Guaranteed Interest Account as collateral for any
Outstanding Debt. The Loan Account is part of the Company's General Account, and
it accumulates interest at a guaranteed rate of not less than 4.0%.

MATURITY DATE -- The Policy Anniversary on which the Insured is Age 95.

MINIMUM ANNUAL PREMIUM -- The annual premium amount determined by the
Company which is required to place the Policy in force. This Minimum Annual
Premium will be based upon the Policy's Specified Amount and the Age, smoking
status, gender (unless unisex cost of insurance rates apply, see "Cost of
Insurance," page 51), and underwriting class of the Insured, and any Riders
added to the Policy. The Minimum Annual Premium will be shown in the Policy.

MONTHLY ANNIVERSARY DAY -- The day each month on which the monthly
deduction is due against the Account Value. The first Monthly Anniversary Day is
the Policy Date.

MONTHLY GUARANTEE PREMIUM -- The premium amount stated in the Policy as the
amount required to maintain the Guaranteed Minimum Death Benefit Rider.

NET AMOUNT AT RISK -- The difference between the current Base Death Benefit
and the Account Value on any Monthly Anniversary Day.

OUTSTANDING DEBT -- The unpaid loan balance including accrued loan interest
due and unpaid.

PARTIAL SURRENDER -- The surrender of a portion of the Policy. At least
$500 of Surrender Value less Outstanding Debt must remain after a Partial
Surrender, or a full surrender of the Policy will be required.

POLICY DATE -- The date set forth on page 1 of the Policy that is used to
determine the Monthly Anniversary Day, Policy Months, and Policy Years. Policy
monthly, quarterly, semiannual and annual Anniversaries are measured from the
Policy Date. Each Policy Month starts on the same date in each calendar month as
that specified as the Policy Date. Where the Policy Date is the 29th, 30th, or
31st of a month, and there is no such date in a calendar month, the Policy Month
for such month will start on the last day of that calendar month.

POLICY OWNER -- The person, individual, corporation, trust, association,
partnership, or other similar organization who owns the Policy. The Policy Owner
will be the Insured unless otherwise stated in the application. If the Policy
has been absolutely assigned, the assignee becomes the Policy Owner. A
collateral assignee is not the Owner.

PORTFOLIO(S) -- The separate investment portfolios of the Funds.

RIDER -- The addendum to a Policy which adds an optional insurance benefit
to the Policy.

SALES CHARGE -- The charge deducted from premium payments to cover the
costs of the distributing the Policy. The Sales Charge is equal to 9% of each
premium up to the Target Premium paid during the first ten Policy Years. The
Sales Charge does not apply to premium amounts in excess of the Target Premium
paid during the first ten Policy years, nor any premium paid after the tenth
Policy year.

SCHEDULED PREMIUMS -- The premium amount specified on the application as
the amount the Policy Owner intends to pay at fixed intervals over a specified
period of time. Within specified limits, premiums in excess of the Scheduled
Premiums may be paid. Scheduled Premiums may be changed at any time subject to
our rules.

SPECIFIED AMOUNT -- The minimum death benefit for so long as the Policy
remains in force. The Specified Amount may be increased or decreased under
certain circumstances.

SUBACCOUNTS -- The subdivisions of the Variable Account. Each Subaccount
invests exclusively in the shares of a corresponding Portfolio of one of the
Funds.

SURRENDER VALUE -- The Account Value of the Policy, plus any applicable
refund of Sales Charges.

2
<PAGE> 12

TARGET DEATH BENEFIT -- If a Term Insurance Rider is attached to the
Policy, the Target Death Benefit is the amount specified in the application for
the Policy, or as changed by the Policy Owner from time to time. The difference
between the Target Death Benefit and the Base Death Benefit is equal to the Term
Insurance Rider's benefit amount.

TARGET PREMIUM -- The maximum amount of premium paid in a Policy year
against which the Sales Charge may be applied.

TERM INSURANCE RIDER -- The Rider which adds term life insurance to the
Insured's Age 95 to the Policy. The Term Insurance Rider benefit is equal to the
difference, if any, between the Target Death Benefit and the Base Death Benefit.
The Rider adjusts over time for changes in the Base Death Benefit to keep the
Target Death Benefit at the desired amount. The Term Insurance Rider is not
guaranteed under the Guaranteed Minimum Death Benefit provision.

TRANSACTION DATE -- The date the Company receives a premium or acceptable
written or telephone request at the Customer Service Center. If the premium or
request reaches the Customer Service Center on a day which is not a Valuation
Date or after the close of business on a Valuation Date (i.e., after 4:00 p.m.
Eastern Time), the Transaction Date will be the next Valuation Date.

UNIT -- The bookkeeping measure used to value the amounts allocated to the
Subaccounts of the Variable Account.

UNIT VALUE -- The value of the Units of each Subaccount of the Variable
Account. Unit Values are calculated for each Subaccount on each Valuation Date.

VALUATION DATE -- Each date on which the Variable Account is valued, which
currently includes each day that the New York Stock Exchange is open for trading
and on which there is sufficient trading in the securities of a Portfolio of the
Funds to affect materially the unit value of the corresponding Subaccount of the
Variable Account.

VALUATION PERIOD -- The period that starts at the close of a Valuation Date
and ends at the close of the next succeeding Valuation Date.

VARIABLE ACCOUNT -- The Company's Variable Account L, a separate investment
account established by the Company to receive and invest the net premiums paid
under the Policy.

3
<PAGE> 13

SUMMARY OF THE POLICY

This summary is intended to provide a brief overview of the more
significant aspects of the Policy. Further detail is provided in this prospectus
and in the Policy. Unless the context indicates otherwise, the discussion in
this summary and the remainder of the prospectus relates to the portion of the
Policy involving the Variable Account. The Guaranteed Interest Account is
briefly described under "The Guaranteed Interest Account," on page 63 and in the
Policy.

PURPOSE OF THE POLICY

The Policy offers a Policy Owner insurance protection on the life of the
Insured through the Maturity Date for so long as the Policy is in force. The
Policy is designed primarily for situations where one or more Policies are
purchased each insuring the life of an individual, who shares a common
employment, business or other relationship with other individuals also insured
under a Policy. The Policy may be owned individually, or by a corporation,
trust, association or similar organization. A maturity benefit will be paid in
lieu of a death benefit when the Policy reaches the Maturity Date during the
Insured's lifetime. Like traditional fixed life insurance, the Policy provides
for a death benefit, accumulation of cash value, and surrender and loan
privileges. Unlike traditional fixed life insurance, the Policy offers a Policy
Owner the opportunity to allocate premium payments and Account Values to
subaccounts of the Variable Account which offer a variety of investment
objectives and an opportunity for the Policy's Account Value and its death
benefit to grow based on investment results. The Policy also offers the Policy
Owner the opportunity to allocate premium payments and Account Values, subject
to certain restrictions, to the Guaranteed Interest Account which is part of the
Company's General Account. The Policy is a flexible premium Policy, so that,
unlike many other insurance policies, a Policy Owner may choose the amount and
frequency of premium payments, within certain limits.

EXPLANATION OF A CASE

Each Policy must be a part of a Case, which is a grouping of one or more
Policies connected by a non-arbitrary factor, such as a common employer of the
Insureds, and the sum of the premiums to be received by the Company in the first
Policy year for the Policies representing the Case must be at least $100,000.
The Company at its sole discretion will determine what constitutes a Case. A
Case may have one Policy Owner (e.g., a single entity that owns all the Policies
in the Case) or as many Policy Owners as there are Policies in the Case.

POLICY VALUES

A Policy Owner may allocate net premium payments among the various
Subaccounts that comprise the Variable Account and that invest in corresponding
Portfolios of the MONY Series Fund and the Accumulation Trust. A Policy Owner
may also allocate net premium payments to the Guaranteed Interest Account. The
Loan Account holds amounts set aside in the General Account of the Company as
collateral for Outstanding Debt.

The Account Value of the Policy is the sum of amounts allocated to the
Subaccounts of the Variable Account, the Guaranteed Interest Account and the
Loan Account. The Surrender Value of the Policy is the Account Value plus any
applicable refund of Sales Charges.

Depending on the investment experience of the selected Subaccounts, the
Account Value may increase or decrease on any day. The death benefit may or may
not increase or decrease depending upon several factors, but will never decrease
below the Specified Amount provided the Policy is in force. There is no
guarantee that the Policy's Account Value and death benefit will increase. The
Policy Owner bears the investment risk on that portion of the net premiums and
Account Value allocated to the Variable Account.

The Policy will remain in force until the earliest of the Maturity Date,
the death of the Insured, or a full surrender of the Policy, unless, before any
of these events, the Policy lapses and a Grace Period expires without sufficient
additional payment by the Policy Owner.

4
<PAGE> 14

Generally, the Policy will remain in force only as long as the Account
Value less Outstanding Debt is sufficient to pay all the monthly deductions. If
the Guaranteed Death Benefit Rider is purchased, the Specified Amount of the
will remain in force if the required premiums (reduced by any Partial Surrenders
taken (excluding any Partial Surrender fees)) have been paid and Account Value
exceeds Outstanding Debt. The amount by which the Base Death Benefit may exceed
the Specified Amount, including any amount payable under the Term Insurance
Rider, is not guaranteed to remain in force under the Guaranteed Death Benefit
Rider.

THE DEATH BENEFIT

The Target Death Benefit and the Specified Amount will be shown on the
specifications page of the Policy. The minimum Target Death Benefit is generally
$100,000. The minimum Specified Amount is $100,000, although the Specified
Amount may be reduced to $50,000 if at least $50,000 of Term Insurance Rider is
added to the Policy.

A Policy Owner may elect one of two Options to calculate the amount of Base
Death Benefit payable under the Policy, which may increase the death benefit
payable. Under Option I, the Base Death Benefit will be equal to the Specified
Amount of the Policy on the date of death plus the increase in the Surrender
Value since the last Monthly Anniversary Day, or, if greater, the Surrender
Value (determined as of the date of the Insured's death) multiplied by the Death
Benefit Percentage. Under Option II, the Base Death Benefit will be equal to the
Specified Amount of the Policy plus the Surrender Value on the date of the
Insured's death or, if greater, the Surrender Value (determined as of the date
of the Insured's death) multiplied by the Death Benefit Percentage. The Death
Benefit Percentage is the factor defined by the applicable test for compliance
with the Federal tax law definition of life insurance. See "Choice of Definition
of Life Insurance Tests," page 33. Alternatively, the Policy Owner may elect to
have an alternative Death Benefit Percentage apply to the Policy which may
increase the Base Death Benefit above the amount required by the Federal income
tax law definition of life insurance. Policy Owners seeking to have favorable
investment performance reflected in increasing Account Value should choose
Option I; Policy Owners seeking to have favorable investment performance
reflected in increasing insurance coverage should choose Option II. A Policy
Owner may change the death benefit Option and increase or decrease the Specified
Amount, subject to certain conditions. See "Death Benefits Under the Policy,"
page 35.

The Policy Owner may, at time of application, choose to purchase the
Guaranteed Death Benefit Rider. This Rider provides a guarantee that the
Specified will remain in force regardless of the amount of the Policy's Account
Value, provided that a cumulative minimum premium requirement is met. An extra
charge will also be deducted from the Account Value each month the Rider is in
effect. See "Guaranteed Death Benefits," page 40.

The Policy owner may also choose to purchase one or more of the optional
insurance benefits other than the Guaranteed Death Benefit which are also added
to the Policy by Rider. See "Other Optional Insurance Benefits," page 40.

PREMIUM FEATURES

Each Policy is issued in conjunction with a Case. The sum of initial annual
Scheduled Premiums for each Case as well as the premiums to be received by the
Company in the first policy year must be at least $100,000.

The Company requires a Policy Owner to pay an initial premium for each
Policy equal to at least one fourth of the Minimum Annual Premium that is
defined by the Company. Thereafter, subject to certain limitations, a Policy
Owner may choose the amount and frequency of premium payments. The Policy,
therefore, provides the Policy Owner with the flexibility to vary premium
payments to reflect varying financial conditions.

When applying for a Policy, a Policy Owner will determine Scheduled
Premiums that provide for the payment of level premiums in regular intervals
over a specified period of time. Each Policy Owner will receive a premium
reminder notice for the Scheduled Premium on either an annual, semiannual,
quarterly, or

5
<PAGE> 15

monthly basis, at the option of the Policy Owner; however, the Policy Owner may
not be required to pay Scheduled Premiums.

When applying for a Policy, the Policy Owner will also choose which of the
two tests for compliance with the tax law definition of life insurance will be
applied to the Policy. These tests are the Cash Value Accumulation Test and the
Guideline Premium/Cash Value Corridor Test. The Guideline Premium/Cash Value
Corridor Test may limit the amount of premiums which may be paid. See "Choice of
Definition of Life Insurance Tests" page 33, and "Federal Income Tax
Considerations -- Definition of Life Insurance," page 55.

The amount, frequency, and period of time over which a Policy Owner pays
premiums may affect whether or not the Policy will be classified as a modified
endowment contract, which is a type of life insurance contract subject to
different tax treatment for certain pre-death distributions. For more
information on the tax treatment of life insurance contracts, including those
classified as modified endowment contracts. See "Federal Income Tax
Considerations -- Modified Endowment Contracts," page 57.

Payment of the Scheduled Premiums will not guarantee that a Policy will
remain in force. See "Grace Period and Lapse," page 48. The Company also may
reject or limit any premium payment that would result in an immediate increase
in the net amount at risk under the Policy, although such a premium may be
accepted with satisfactory evidence of insurability.

ALLOCATION OPTIONS

The Subaccounts invest in portfolios of two mutual funds which offer the
Policy Owner the opportunity to direct the Company to invest in diversified
portfolios of stocks, bonds, money market instruments, or a combination of these
securities. Each of the Subaccounts invests exclusively in shares of a
designated portfolio (a "Portfolio") of the MONY Series Fund, Inc. (the "MONY
Series Fund") or the Enterprise Accumulation Trust (the "Accumulation Trust")
(collectively the "Funds"). The available Portfolios of the Funds, each of which
has a different investment objective, are the Money Market Portfolio, the
Government Securities Portfolio, the Intermediate Term Bond Portfolio, the Long
Term Bond Portfolio, the Equity Portfolio, the Small Cap Portfolio, the Managed
Portfolio, the International Growth Portfolio, and the High Yield Bond
Portfolio. See "The Funds," page 26.

The Company is the investment adviser of the MONY Series Fund. Enterprise
Capital Management, Inc., a subsidiary of The Mutual Life Insurance Company of
New York, is the investment adviser of the Accumulation Trust. OpCap Advisors, a
subsidiary of Oppenheimer Capital, is the sub-investment adviser, of the Equity
and Managed Portfolios; GAMCO Investors, Inc. is the sub-investment adviser of
the Small Cap Portfolio; Brinson Partners, Inc. is the sub-investment adviser of
the International Growth Portfolio; and Caywood-Scholl Capital Corporation is
the sub-investment adviser of the High Yield Bond Portfolio.

The Policy Owner may choose to allocate net premium payments to any or all
of the available Subaccounts constituting the Variable Account, and to the
Guaranteed Interest Account.

TRANSFER OF ACCOUNT VALUE

The Policy Owner may transfer Account Value among the Subaccounts, and,
subject to certain other limitations, between the Subaccounts and the Guaranteed
Interest Account. See "Transfer of Account Value," page 43.

POLICY OWNER SERVICES

The Company currently offers Policy Owners two services: Dollar Cost
Averaging and Automatic Rebalancing. These services may be terminated at any
time. Owners of Policies in force at the time of termination utilizing these
services, will receive 30 days prior notice. There currently are no charges for
these services and any transfers as a result of operation of these services are
not counted toward the limit of 12 transfers per Policy year without transfer
charge. If the Company elects to impose a charge for these services, Owners of
Policies in force at that time utilizing these services will receive 30 days
prior notice. These

6
<PAGE> 16

services involve the sale of Units in one or more Subaccounts and the purchase
of Units in one or more other Subaccounts. This may result in the loss of
Account Value.

DOLLAR COST AVERAGING

Dollar Cost Averaging may be elected at any time by the Policy Owner by
completing the form required. Dollar Cost Averaging is available for any Policy
with at least $5,000 in the Money Market Subacccount. Under Dollar Cost
Averaging, a designated dollar amount of the amount in the Money Market
Subaccount will be transferred automatically to one or more other Subaccounts.
The monthly or quarterly transfer may be no less than $250 per transfer. The
transfer will be made on the last Valuation Date of the month or quarter, as the
case may be.

If both Dollar Cost Averaging and Automatic Rebalancing are elected, Dollar
Cost Averaging will occur first. Automatic Rebalancing will begin only after
Dollar Cost Averaging has been completed. See "Dollar Cost Averaging," page 44.

AUTOMATIC REBALANCING

Automatic Rebalancing may also be elected at any time by the Policy Owner.
Automatic Rebalancing matches Account Value allocations over time to the
allocation percentages for new premiums. On the 10th day of last month of each
calendar quarter (or the next succeeding Valuation Date, if the 10th is not a
Valuation Date), the Company will automatically re-allocate the amounts in each
of the Subaccounts into which premiums are allocated to match the current
premium allocation percentages. This will rebalance Account Values that may be
out of line with the allocation percentages indicated, which may result, for
example, from Subaccounts which underperform other Subaccounts in certain
quarters.

Automatic Rebalancing provides a method for maintaining a balanced approach
to investing Account Values and simplifies the process of asset allocation over
time.

RIGHT TO EXCHANGE POLICY

During the first 24 months following the Policy Date, the Policy Owner may
exercise the right to exchange the Policy from one in which the Account Value is
not guaranteed to a Policy the cash values and death benefits of which contain
minimum guarantees. A Policy Owner so electing will have all Account Values
transferred to the Guaranteed Interest Account.

POLICY LOANS

The Policy Owner may borrow from the Company an amount up to 90% of the
Policy's Account Value less any existing Outstanding Debt. The minimum loan is
$250. The Policy will be the only security required for a loan. See "Policy
Loans," page 46.

The amount of any Outstanding Debt is subtracted from the death benefit or
from the Surrender Value upon surrender. See "Full Surrender," page 47.
Outstanding Debt may also impact the continuation of the Policy. See "Grace
Period and Lapse," page 48.

FULL SURRENDER

The Owner can surrender the Policy during the life of the Insured and
receive its Surrender Value less any Outstanding Debt. The value upon surrender
is equal to the Account Value plus any applicable refund of Sales Charges less
any Outstanding Debt. See "Full Surrender," page 47.

7
<PAGE> 17

PARTIAL SURRENDER

Partial Surrenders are available under the Policy at any time so long as
the Account Value less Outstanding Debt remaining after the requested surrender
and any applicable fees exceeds any minimum requirements. If a Partial Surrender
is for an amount which exceeds the amount available, it will be rejected and the
request will be returned to the Policy Owner. Partial Surrenders permanently
reduce the Target Death Benefit, if applicable. If the Owner has elected death
benefit Option I, a Partial Surrender will reduce the Base Death Benefit and may
decrease the Specified Amount of a Policy. Under death benefit Option II, it
will decrease the Base Death Benefit but the Specified Amount will not be
reduced. See "Partial Surrender," page 47.

Among other restrictions, Partial Surrenders must be for at least $500, and
the Policy's Account Value less Outstanding Debt after the surrender must be at
least $500. A Partial Surrender Fee of $25 or 2% of the amount surrendered,
whichever is less, will be assessed against the remaining Account Value.

FREE LOOK PERIOD

A Policy Owner may obtain a full refund of the premium paid if the Policy
is returned within 10 days (or longer in certain states) after the Owner
receives it, within 10 days after the Company mails or delivers the notice of
withdrawal right, or 45 days after Part 1 of the application for the Policy is
completed, whichever is later. During the Free Look Period, net premiums will be
allocated to the Money Market Subaccount, which invests in the Money Market
Portfolio of the MONY Series Fund. See "Right to Examine a Policy -- Free Look
Period", page 32.

GRACE PERIOD AND LAPSE

Payment of Scheduled Premiums will not guarantee that a Policy will remain
in force. Instead, unless the Guaranteed Death Benefit Rider has been elected
and all requirements have been met, the duration of the Policy depends upon the
Policy's Account Value less Outstanding Debt. Even if Scheduled Premium amounts
are paid, if the Guaranteed Death Benefit provision does not apply, the Policy
will lapse any time the Account Value less Outstanding Debt is insufficient to
pay the current monthly deduction and a Grace Period expires without sufficient
payment.

While the Guaranteed Death Benefit Rider is in force, if on any Monthly
Anniversary Day the Account Value less Outstanding Debt is insufficient to pay
the current monthly deduction and the total premiums received less any Partial
Surrenders (excluding any related fees) do not exceed the premiums required
under the Guaranteed Death Benefit Rider (See "Guaranteed Death Benefit", page
40), a notice will be sent which will give the Policy Owner 61 days from the
date thereof to make additional payments to the Policy. See "Grace Period and
Lapse", page 48.

The Guaranteed Death Benefit Rider is not available on Policies offered or
issued for delivery to residents of the Commonwealth of Massachusetts or the
State of Texas, and, therefore, the Grace Period and Lapse will be determined as
if the Guaranteed Death Benefit Rider is not in effect.

CHARGES AND DEDUCTIONS

DEDUCTIONS FROM PREMIUMS

Certain charges are deducted from each premium payment under a Policy prior
to applying the net premium to the Account Value. These charges consist of the
following items:

SALES CHARGE -- A Sales Charge equal to 9% of each premium paid in each
Policy year up to the Target Premium paid during the first ten Policy Years. The
Sales Charge does not apply to premium amounts in excess of the Target Premium
paid during the first ten Policy years, nor any premium paid after the tenth
Policy year.

TAX CHARGES -- A state and local premium tax charge based on the actual tax
paid, currently equal to a percentage of each premium, and a charge related to
the Federal tax treatment of deferred acquisition costs

8
<PAGE> 18

currently equal to 1.25% of each premium will be deducted to compensate the
Company for these taxes. Actual state and local premium taxes vary, ranging from
0% to 4%. The Company does not expect to make a profit from this charge. (See
"Deductions from Premiums -- Tax Charges", page 51.)

DEDUCTIONS FROM ACCOUNT VALUE

A charge called the Monthly Deduction is deducted from the Account Value on
each Monthly Anniversary Day. The monthly deduction consists of the following
items:

COST OF INSURANCE -- This monthly charge compensates the Company for
providing life insurance coverage for the Insured under the Base Death Benefit.
The amount of the charge is equal to a current cost of insurance rate multiplied
by the Net Amount at Risk under the Policy at the beginning of each Policy
Month.

MORTALITY AND EXPENSE RISK CHARGE -- A charge is deducted monthly for
mortality and expense risks assumed by the Company. For the first 10 Policy
years, this charge is equivalent to an annual rate of 0.60% of Subaccount value.
Each month the Policy remains in force after the tenth Policy Anniversary, it is
expected that this will be an amount equivalent to 0.30% of the Subaccount
value. The reduction of the Mortality and Expense Risk Charge below 0.45% on an
annualized basis after the tenth Policy Anniversary is not guaranteed.

ADMINISTRATIVE CHARGES -- An administrative charge of $7.50 is deducted
monthly from the Account Value in all Policy years.

ISSUE CHARGES -- For Policies subject to medical underwriting, an issue
charge of $5.00 is deducted monthly from the Account Value for the first three
Policy years only. For Policies underwritten on a guaranteed issue basis, the
charge is charge is $3.00 per month for the first three Policy years.

GUARANTEED DEATH BENEFIT CHARGE -- If the Guaranteed Death Benefit Rider
has been elected, a charge of $0.01 per thousand of Policy Specified Amount per
month will be charged while the Rider is in force. This rider is not available
on Policies offered or issued for delivery in the Commonwealth of Massachusetts
or the State of Texas.

OTHER OPTIONAL INSURANCE BENEFITS CHARGES -- The monthly deduction will
include charges for any other optional insurance benefits added to the Policy by
Rider, including the Term Insurance Rider.

TRANSACTION AND OTHER CHARGES

A Partial Surrender Fee of the lesser of 2% of the amount surrendered and
$25 will be assessed against the remaining Account Value for any Partial
Surrender. In addition, the Company charges a fee of $25 on transfers which
exceed twelve in any Policy year.

The operating expenses of the Variable Account are paid by the Company and
certain charges, deductions, and fees are made or imposed to compensate the
Company for these expenses. Investment advisory fees and operating expenses of
the Fund are paid by the Fund. For a description of these charges, see
"Transaction and Other Charges," page 54.

TAX TREATMENT OF INCREASES IN ACCOUNT VALUE

The Account Value under the Policy is currently subject to the same Federal
income tax treatment as the cash value under fixed life insurance. Therefore,
generally the Policy Owner will not be deemed to be in constructive receipt of
the Account Value unless and until the Policy Owner is deemed to be in receipt
of a distribution from the Policy. For information on the tax treatment of the
Policy and on the tax treatment of a full surrender, a Partial Surrender, or a
Policy loan, see "Federal Income Tax Considerations," page 55.

TAX TREATMENT OF DEATH BENEFIT

The death benefit under the Policy is currently subject to federal income
tax treatment consistent with that of fixed life insurance. Therefore, generally
the death benefit will be fully excludable from the gross

9
<PAGE> 19

income of the Beneficiary under the Internal Revenue Code. See "Federal Income
Tax Considerations," page 55.

THE GUARANTEED INTEREST ACCOUNT

The Policy Owner may allocate all or a portion of net premium payments and
transfer Account Value to the Guaranteed Interest Account, within specified
limits. Amounts allocated to the Guaranteed Interest Account are held in the
Company's General Account. The Company guarantees that the Account Value
allocated to the Guaranteed Interest Account will be credited interest daily at
a rate equivalent to an effective annual rate of 4%. In addition, the Company
may in its sole discretion pay interest in excess of the guaranteed amount.
After the tenth Policy anniversary, it is expected the annual interest rates
that apply to the Account Value in the Guaranteed Interest Account will be 0.3%
higher than otherwise applicable. Only 0.15% of this increase is guaranteed. See
"The Guaranteed Interest Account," page 63.

CONTACTING THE COMPANY

All written requests, notices, and forms required by the Policies, and any
questions or inquiries should be directed to the Company's Customer Service
Center at One MONY Plaza, Syracuse, New York 13202.

INFORMATION ABOUT THE COMPANY AND THE VARIABLE ACCOUNT

MONY LIFE INSURANCE COMPANY OF AMERICA

MONY Life Insurance Company of America (the "Company") is a stock life
insurance company organized in the State of Arizona. The Company is currently
licensed to sell life insurance and annuities in 49 states (not including New
York), the District of Columbia, the US Virgin Islands, and Puerto Rico. The
Company is the corporate successor of Vico Credit Life Insurance Company,
incorporated in Arizona on March 6, 1969.

The Company is a wholly owned subsidiary of The Mutual Life Insurance
Company of New York ("Mutual of New York"), a mutual life insurance company
organized under the laws of the state of New York in 1842. The principal office
of Mutual of New York is located at 1740 Broadway, New York, New York 10019. It
is admitted to do business in all states, as well as the District of Columbia,
and Puerto Rico. As of the end of 1995, Mutual of New York had over $83.1
billion of life insurance in force and consolidated assets of approximately
$14.6 billion.

At December 31, 1995, Mutual of New York had approximately $115.6 million
invested in the Company to support its insurance operations. Mutual of New York
intends from time to time to make additional capital contributions to the
Company as needed to enable it to meet its reserve requirements and expenses in
connection with its business. Generally, Mutual of New York is under no
obligation to make such contributions, and its assets do not back the benefits
paid under the Policies.

At May 1, 1996, the rating assigned to the Company by A. M. Best Company,
Inc., an independent insurance company rating organization, was A- (Excellent)
based upon an analysis of financial condition and operating performance through
the end of 1994. At the same date, Mutual of New York was rated A-(Excellent) on
the same basis. The A. M. Best rating of the Company should be considered only
as bearing on the ability of the Company to meet its obligations under the
Policies.

The Company has a service agreement with Mutual of New York whereby Mutual
of New York provides the Company with such personnel, facilities, etc., as are
reasonably necessary for the conduct of the Company's business. These services
are provided on a cost reimbursement basis. The Company intends to administer
the Policies itself, utilizing the services provided by Mutual of New York and
Andesa TPA, Inc. to meet its obligations under the Policies.

MONY Securities Corp., a wholly owned subsidiary of Mutual of New York, is
the principal underwriter for the Policies.

10
<PAGE> 20

MONY AMERICA VARIABLE ACCOUNT L

The MONY America Variable Account L (the "Variable Account") is a separate
investment account of the Company and at present is used only to support
flexible premium variable life insurance policies. The assets in the Variable
Account are kept separate from the General Account assets and other separate
accounts of the Company.

The Company owns the assets in the Variable Account and is required to
maintain sufficient assets in the Variable Account with a total market value
equal to the Policy liabilities funded by the Variable Account. The Variable
Account is divided into subdivisions called Subaccounts. The income, gains, or
losses, realized or unrealized, of the Variable Account are credited to or
charged against the assets held in the Variable Account without regard to the
other income, gains, or losses of the Company. Assets in the Variable Account
attributable to the reserves and other liabilities under the Policies are not
chargeable with liabilities arising from any other business that the Company
conducts. However, the Company may transfer to its General Account any assets
which exceed anticipated obligations of the Variable Account. All obligations
arising under the Policy are general corporate obligations of the Company. The
Company may accumulate in the Variable Account proceeds from various Policy
charges and investment results applicable to those assets.

The Variable Account was established on March 27, 1987 under Arizona law
under the authority of the Board of Directors of Company. The Variable Account
is registered as a unit investment trust with the SEC. Such registration does
not involve any supervision by the SEC of the administration or investment
practices or policies of the Account.

There are currently nine Subaccounts within the Variable Account available
to the Policyholder. Each Subaccount invests exclusively in shares of a
designated Portfolio of the Funds. For example, the Long Term Bond Subaccount
invests solely in shares of the MONY Series Fund, Inc. Long Term Bond Portfolio.
These Portfolios are available to serve only as the underlying investment for
variable annuity and variable life insurance contracts issued through separate
accounts of the Company as well as other life insurance companies, and may be
available to certain pension accounts. They are not available directly to
individual investors. The Company may in the future establish additional
Subaccounts within the Variable Account, which may invest in other Portfolios of
the Funds or in other securities. Not all Subaccounts are available to the
Policy Owner.

THE FUNDS

Each Subaccount of the Variable Account currently invests only in shares of
a corresponding Portfolio of the MONY Series Fund, Inc. (the "MONY Series Fund")
or the Enterprise Accumulation Trust (the "Accumulation Trust") (the MONY Series
Fund and the Accumulation Trust are collectively called the "Funds"). The Funds
are diversified, open end management investment companies of the series type.
The Funds are registered with the SEC under the Investment Company Act of 1940.
Such registration does not involve supervision by the SEC of the investments or
investment policy of the Funds.

Of the seven separate Portfolios of the MONY Series Fund, currently only
four portfolios ("Portfolios"), each of which pursues different investment
objectives and policies, are available for purchase by corresponding Subaccounts
of the Variable Account available to the Policy Owner. The Company acts as the
investment manager of the MONY Series Fund. The Company is a registered
investment adviser under the Investment Advisers Act of 1940. As investment
adviser to the MONY Series Fund, the Company receives a daily investment
advisory fee equivalent to an annual rate of 0.40 percent of the first $400
million, 0.35 percent of the next $400 million, and 0.30 percent for in excess
of $800 million of the aggregate average daily net assets of all Portfolios of
the MONY Series Fund, as described in the accompanying current prospectus for
the MONY Series Fund. The Company, as investment adviser, has agreed to bear all
expenses associated with organizing the Fund, the initial registration of its
securities, the calculation of the net asset value of the Portfolios, and the
compensation of the Fund's directors, officers and employees who are interested
persons of the Company. All other expenses will be borne by the Fund itself,
subject to certain limitations imposed by state law. The Company has entered
into a Services Agreement with Mutual of New York for the provision of

11
<PAGE> 21

personnel, equipment, facilities and other services, in order to carry out its
duties as investment adviser to the Fund.

Of the five separate Portfolios of the Accumulation Trust, currently all
five separate Portfolios, each of which pursues different investment objectives
and policies, are available for purchase by corresponding Subaccounts of the
Variable Account. Enterprise Capital Management, Inc., a wholly owned subsidiary
of Mutual of New York, acts as the investment manager of the Accumulation Trust.
Enterprise Capital, as investment adviser to the Accumulation Trust, will
receive from the Accumulation Trust monthly compensation with respect to the
Equity, Small Cap and Managed Portfolios that it advises at an annual rate of
0.80 percent of the average daily net assets of each of those portfolios up to
$400 million of each Portfolio, 0.75 percent of the average daily net assets of
each of those portfolios from $400 million to $800 million of each Portfolio,
and 0.70 percent of the average daily net assets of each of those portfolios in
excess of $800 million of each Portfolio. OpCap Advisors, a subsidiary of
Oppenheimer Capital, as sub-investment adviser to the Equity and Managed
Portfolios of the Enterprise Accumulation Trust, will receive from Enterprise
Capital and not the Accumulation Trust 0.30 percent of the aggregate average
daily net assets of the Equity and Managed Portfolios. GAMCO Investors, Inc., as
sub-investment adviser to the Small Cap portfolio of the Accumulation Trust,
will receive from Enterprise Capital and not the Accumulation Trust, 0.30
percent of the average daily net assets of the Small Cap Portfolio. Enterprise
Capital, as investment adviser to the Accumulation Trust, will receive from the
Accumulation Trust with respect to the International Growth Portfolio monthly
compensation at an annual rate of 0.85 percent of the average daily net assets
of the International Growth Portfolio, and Brinson Partners, as sub-investment
adviser to the International Growth Portfolio, will receive from Enterprise
Capital and not the Accumulation Trust, .4495 percent (53% of the fee received
by Enterprise Capital; the fee paid to Brinson Partners declines as assets
exceed $100 million) of the aggregate average daily net assets of the
International Growth Portfolio. Enterprise Capital, as investment adviser to the
Accumulation Trust, will receive with respect to the High Yield Bond Portfolio
monthly compensation at an annual rate of 0.60 percent of the average daily net
assets of the High Yield Bond Portfolio, and Caywood Scholl Capital Corporation,
as sub-investment adviser to the High Yield Bond Portfolio, will receive from
Enterprise Capital and not from the Accumulation Trust, 0.30 percent of the
average daily net assets (.252 percent for assets in excess of $100 million) of
the High Yield Bond Portfolio. The investment advisers will reimburse the Funds
for the amount, if any, by which the aggregate ordinary operating expenses of
any of these Portfolios incurred by the Funds in any calendar year in which the
shares are being offered exceed the most restrictive expense limitations then in
effect under any state securities law or regulation. Currently, the most
restrictive expense limitation in effect limits the expenses of each Fund
Portfolio to an amount equal to 2.5% of the first $30 million of average daily
net assets of the Portfolio, 2.0 percent of the next $70 million of average
daily net assets of the Portfolio, and 1.5% of the average daily net assets of
the Portfolio in excess of $100 million.

The investment objectives of each Portfolio are fundamental and may not be
changed without the approval of the holders of a majority of the outstanding
shares of the Portfolio affected (which, for each of the Funds, means the lesser
of (1) 67 percent of the Portfolio shares represented at a meeting at which more
than 50 percent of the outstanding Portfolio shares are represented or (2) more
than 50 percent of the outstanding Portfolio shares).

PURCHASE OF PORTFOLIO SHARES BY THE VARIABLE ACCOUNT

The shares of each Portfolio are purchased by the Company for the
corresponding Subaccount at net asset value, i.e., without sales load. All
dividends and capital gains distributions received from a Portfolio are
automatically reinvested in such Portfolio at net asset value, unless the
Company, on behalf of the Variable Account, elects otherwise. Fund shares will
be redeemed by the Company at their net asset value to the extent necessary to
make payments under the Policies.

Shares of the Funds are offered only for purchase by separate accounts of
insurance companies, which may or may not be affiliated with the Company, or
with each other. This is called "shared funding." They may also sell shares to
separate accounts to serve as an investment medium for variable life insurance
policies and for variable annuity contracts. Thus, the Funds serve as an
investment medium for both variable life insurance

12
<PAGE> 22

policies and variable annuity contracts. This is called "mixed funding." The
Company currently does not foresee any disadvantages to Policy Owners arising
from either mixed or shared funding; however, due to differences in tax
treatment or other considerations, it is theoretically possible that the
interests of owners of various contracts for which the Funds serve as an
investment medium might at some time be in conflict. However, the Company's and
the MONY Series Fund's Boards of Directors, the Accumulation Trust's Board of
Trustees, and any other insurance companies that participate in the Funds are
required to monitor events in order to identify any material conflicts that
arise from the use of the Funds for mixed and/or shared funding. The Funds'
Boards are required to determine what action, if any, should be taken in the
event of such a conflict. If such a conflict were to occur, the Company might be
required to withdraw the investment of one or more of its separate accounts from
the Funds. This might force the Funds to sell securities at disadvantageous
prices.

A summary of the investment objective of each of the Portfolios of the
Funds is described below. There can be no assurance that any Portfolio will
achieve its objective. More detailed information is contained in the
accompanying prospectus of each Fund, including information on the risks
associated with the investment and investment techniques of each of the
Portfolios.

THE FUNDS' PROSPECTUS ACCOMPANY THIS PROSPECTUS AND SHOULD BE READ CAREFULLY
BEFORE INVESTING.

THE MONEY MARKET PORTFOLIO

The investment objective of the Money Market Portfolio is to seek maximum
current income consistent with preservation of capital and maintenance of
liquidity. The Money Market Portfolio attempts to achieve this objective by
investing in money market instruments. MONY Series Fund offers this Portfolio.

THE GOVERNMENT SECURITIES PORTFOLIO

The investment objective of the Government Securities Portfolio is the
maximum current income over the intermediate term consistent with the
preservation of capital, through investment in highly-rated debt securities, US
Government obligations, and money market instruments, with a dollar weighted
average life of up to ten years at the time of purchase. MONY Series Fund offers
this Portfolio.

THE INTERMEDIATE BOND PORTFOLIO

The investment objective of the Intermediate Bond Portfolio is to maximize
income over the intermediate term consistent with the preservation of capital.
The Portfolio seeks to achieve this objective by investing in highly rated debt
securities, US Government obligations, and money market instruments, together
having a dollar-weighted average life of between 4 and 8 years. MONY Series Fund
offers this Portfolio.

THE LONG TERM BOND PORTFOLIO

The investment objective of the Long Term Bond Portfolio is to maximize
income over the longer term consistent with preservation of capital. The
Portfolio seeks to achieve its objective by investing in highly-rated debt
securities, US Government obligations, and money market instruments, together
having a dollar-weighted average life of more than 8 years. MONY Series Fund
offers this Portfolio.

THE EQUITY PORTFOLIO

The investment objective of the Equity Portfolio is long-term capital
appreciation. The Portfolio seeks to achieve this investment objective by
investing in a diversified portfolio of primarily equity securities selected on
the basis of a value-oriented approach to investing. The Accumulation Trust
offers this Portfolio.

13
<PAGE> 23

THE SMALL CAP PORTFOLIO

The Small Cap Portfolio seeks capital appreciation. The Portfolio pursues
its investment objective by investing in a diversified portfolio of primarily
equity securities of companies with market capitalization of under $1 billion.
The Accumulation Trust offers this Portfolio.

THE MANAGED PORTFOLIO

The investment objective of the Managed Portfolio is to provide growth of
capital over time. The Portfolio seeks to achieve this investment objective by
investing in a portfolio consisting of common stocks, bonds and cash
equivalents, the percentage of which will vary over time based on the investment
manager's assessment of the relative investment values. The Accumulation Trust
offers this Portfolio.

THE INTERNATIONAL GROWTH PORTFOLIO

The investment objective of the International Growth Portfolio is to
provide capital appreciation, primarily through a diversified portfolio of
non-United States equity securities. The Accumulation Trust offers this
portfolio.

THE HIGH YIELD BOND PORTFOLIO

The investment objective of the High Yield Bond Portfolio is to provide
maximum current income, primarily from debt securities that are rated Ba or
lower by Moody's Investors Service, Inc. or BB or lower by Standard & Poor's
Corporation. The Accumulation Trust offers this portfolio.

THE POLICY

The variable life insurance benefits of the Policies are funded through the
Policy Owner's Account Value in the Variable Account and the Guaranteed Interest
Account. The information included below describes the benefits, features,
charges, and other major provisions of the Policies.

APPLICATION FOR A POLICY

The Policy is a flexible premium variable life insurance contract that
provides insurance on the life of an Insured. A Policy may be sold together with
other related Policies forming a Case. A Policy may be owned individually, or by
a corporation, trust, association, partnership or similar organization. As such
it is designed to meet the needs of individuals and for corporations that wish
to purchase life insurance benefits on the lives of key employees. Each
applicant wishing to purchase the Policy must complete an application and
personally deliver it to a licensed agent of the Company, who is also a
registered representative of MONY Securities Corp. ("MSC"). The licensed agent
will then submit the completed application to the Company. The Policy may also
be sold through other broker-dealers authorized by MSC and applicable law to do
so. A Policy can be issued on the life of an Insured not less than Age 18 up to
and including Age 80 with evidence of insurability satisfactory to the Company.
The Insured's Age is calculated as of the Insured's birthday nearest the Policy
Date. Acceptance is subject to the Company's underwriting rules, and the Company
reserves the right to request additional information and to reject an
application.

The minimum Target Death Benefit are generally $100,000. The minimum
Specified Amount is $100,000, although the Specified Amount may be reduced to
$50,000 if at least $50,000 of Term Insurance Rider is added to the Policy.
However, the Company also reserves the right to revise its rules from time to
time to specify a different minimum Specified Amount and Target Death Benefit at
issue for subsequent issued Policies.

Each Policy is issued with a Policy Date, which is the date used to
determine the Monthly Anniversary Day, Policy Months, Policy Years, and Policy
monthly, quarterly, semiannual and annual Anniversaries. The Policy Date will be
stated on Page 1 of the Policy. The Policy Date will normally be the later of
the date that delivery of the Policy is authorized by the Company (the "Policy
Release Date") or the Policy Date requested

14
<PAGE> 24

in the application. Except as provided under the temporary insurance procedures
defined below, no premiums may be paid with the application.

TEMPORARY INSURANCE COVERAGE

If a specified amount of premium is paid with the application for a Policy,
temporary term coverage may be available prior to the time that coverage under
the Policy takes effect. Temporary term coverage is subject to the terms and
conditions described in the application for the Policy.

During the period of temporary term coverage, premiums paid with the
application will be held in the Company's General Account. Except as provided
below, interest will be credited on the premium (less any deductions from
premiums) held in the Company's General Account. The interest rate will be set
by the Company, but will not be less than 2.75 percent per year (or such higher
rate as may be required by the state in which the Policy is issued.) If the
Policy is issued and accepted, these amounts will be applied to the Policy.
Premiums will be returned with interest to the applicant within 5 days after the
date the Company sends notice to the applicant declining to issue any Policy on
the Insured. Premiums will be returned without interest to the applicant in
certain instances where the applicant refuses the Policy prior to completion of
the underwriting process or where any required medical exams are not completed
on a timely basis. See the Policy for details.

INITIAL PREMIUM PAYMENT

If the application is approved and the Policy is subsequently issued, the
balance due (if any) of the first Scheduled Premium, as specified in the Policy,
is payable upon delivery of the Policy. The Policy will take effect on the date
the Policy is accepted by the applicant and the initial Scheduled Premium has
been paid, or the Policy Date requested in the application, if later. If a
specific Policy Date has not been requested or if the Policy Date requested is
prior to the Policy Release Date, upon receipt of the balance due (if any), the
amount attributable to the Policy (including any premiums held in the General
Account under the Temporary Insurance Agreement plus any interest credited in
the General Account, less deductions from premiums) will be transferred to the
Money Market Subaccount of the Variable Account on the Policy Release Date
pending expiration of the applicable Free Look Period. After such transfer, the
monthly deduction due prior to or on the Policy Release Date will be made. Upon
expiration of the Free Look Period, amounts to be allocated to the Subaccounts
of the Variable Account will be allocated to those Subaccounts and amounts to be
allocated to the Guaranteed Interest Account will be allocated to that Account.
(See "Right to Examine A Policy -- Free Look Period," page 32.)

POLICY DATE

If a specific Policy Date for the Policies forming a Case has been
requested which is later than the Policy Release Date, the amount attributable
to any such Policy will be initially held in the General Account until the
Policy Date. On the Policy Date, the amount attributable to a Policy less any
deductions from premiums for the period commencing with the Policy Date will be
transferred to the Money Market Subaccount pending expiration of the applicable
Free Look Period. Upon the expiration of the applicable Free Look Period,
amounts allocated to the Subaccounts will be allocated to those Subaccounts and
amounts allocated to the Guaranteed Interest Account will be allocated to that
Account. See "Right to Examine A Policy -- Free Look Period," page 32.

Subject to the Company's approval, a Policy may be backdated, but the
Policy Date may not be more than six months (a shorter period is required in
certain states) prior to the date of the application. Backdating can be
advantageous if the Insured's lower issue Age results in lower cost of insurance
rates. If the Policy is backdated, the initial Scheduled Premium will include
sufficient premium to cover additional charges incurred for the backdating
period, since monthly deductions are made for the period the Policy Date is
backdated.

15
<PAGE> 25

RISK CLASSIFICATION AND EVIDENCE OF INSURABILITY

Insureds are assigned to underwriting (risk) classes which are used in
calculating the cost of insurance and certain Rider charges. In assigning
Insureds to underwriting classes, the Company will use the medical or
paramedical underwriting method, which may require a medical examination of a
proposed Insured, for any contract that does not meet the Company's guaranteed
issue standards. Guaranteed issue underwriting may be used when deemed
appropriate by the Company. See "Charges and Deductions -- Cost of Insurance,"
page 51.

RIGHT TO EXAMINE A POLICY -- FREE LOOK PERIOD

The Free Look Period follows the application for a Policy and its issuance
to the Policy Owner. The period runs to the latest of the date which is (a) 45
days after Part I of the application is signed, (b) 10 days (or longer in
certain states) after the Policy Owner receives the Policy or (c) 10 days after
the Company mails or personally delivers a notice of withdrawal right to the
Policy Owner. During the Free Look Period, the Policy Owner may cancel the
Policy and receive a refund of the full amount of the premium paid. During the
Free Look Period, net premiums will be allocated to the Money Market Subaccount,
which invests in the Money Market Portfolio of the MONY Series Fund. See
"Allocation of Net Premiums," page 35.

PREMIUMS

The Policy is a flexible premium Policy, which allows the Policy Owner to
determine, subject to the limitations described below, the amount and frequency
of premium payments.

CASE PREMIUMS

Generally, the Company will not issue a Policy unless the sum of the
premiums to be received by the Company in the first Policy year for the Policy
and any other Policies representing a Case equal or exceed $100,000. The Company
may, in its sole discretion, allow a reduced minimum Case premium in Cases which
meet our rules for exceptions.

PREMIUM FLEXIBILITY

The Company requires a Policy Owner to pay an amount equal to at least one
fourth the Minimum Annual Premium to place a Policy in force. If the premiums
are to be paid less often than annually, the premium required to place the
Policy in force is equal to the lesser of the Minimum Annual Premium divided by
the frequency of Scheduled Premiums, or 25% of the Minimum Annual Premium. This
Minimum Annual Premium will be based upon the Policy's Specified Amount and the
Age, smoking status, gender (unless unisex cost of insurance rates apply, see
"Cost of Insurance," page 51), and underwriting class of the Insured, and any
Riders added to the Policy. The Minimum Annual Premium will be shown in the
Policy. Thereafter, subject to the limitations described below, a Policy Owner
may choose the amount and frequency of premium payments. The Policy, therefore,
provides the Policy Owner with the flexibility to vary premium payments to
reflect varying financial conditions.

SCHEDULED PREMIUMS

When applying for a Policy, a Policy Owner will determine a Scheduled
Premium that provides for the payment of level premiums at fixed intervals over
a specified period of time. Each Policy Owner will receive a premium reminder
notice for the Scheduled Premium amount on either an annual, semiannual,
quarterly or monthly basis, at the option of the Policy Owner. After the Minimum
Annual Premium has been paid, the minimum Scheduled Premium for any Policy is
equal to $100. Although reminder notices will be sent, the Policy Owner may not
be required to pay Scheduled Premiums.

Payment of the Scheduled Premiums will not guarantee that a Policy will
remain in force. Instead, unless the Guaranteed Death Benefit Rider has been
elected and all requirements have been met, the duration of the Policy depends
upon the Policy's Account Value less Outstanding Debt. Even if the Scheduled
Premiums are

16
<PAGE> 26

paid, if the Guaranteed Death Benefit provision does not apply, the Policy will
lapse any time the Account Value less Outstanding Debt is insufficient to pay
the current monthly deduction and a Grace Period expires without sufficient
payment.

CHOICE OF DEFINITION OF LIFE INSURANCE TESTS

When applying for the Policy, the Policy Owner will choose which of the two
tests for compliance with the Federal tax law definition of life insurance will
apply to the Policy. These tests are the Cash Value Accumulation Test and the
Guideline Premium/Cash Value Corridor Test. See "Federal Income Tax
Considerations -- Definition of Life Insurance," page 55. The Death Benefit
Percentage applied to the Policy varies according to the definition of life
insurance chosen. If the Guideline Premium/Cash Value Corridor Test is chosen,
the Death Benefit Percentage varies according to the attained Age of the
Insured. See Appendix Exhibit A, page 72. If the Cash Value Accumulation Test is
chosen, the Death Benefit Percentage varies according to the attained Age,
gender (unless unisex cost of insurance rates apply) and smoking status of the
Insured. See Appendix Exhibit B, page 73.

If the Guideline Premium/Cash Value Corridor Test is chosen, premium
payments that may be made for the death benefit of the Policy may be limited. On
the other hand, if the Cash Value Accumulation Test is chosen, premiums are not
limited for the death benefit of the Policy. Generally speaking, however, the
Cash Value Accumulation Test may require higher amounts of death benefit in the
future compared to the Guideline Premium/Cash Value Corridor Test, since the
Death Benefit Percentage related to the Cash Value Accumulation Test is greater
than that of the Guideline Premium/Cash Value Corridor Test. This may ultimately
translate into higher cost of insurance charges in the future which may reduce
the long-term performance of the Policy.

GUARANTEED DEATH BENEFIT RIDER PREMIUMS

When application for the Policy is made, the applicant will also have the
opportunity to elect the Guaranteed Death Benefit Rider, which may extend the
period that the Specified Amount of the Policy will remain in effect. An extra
charge will be deducted from the Account Value each month and premiums at least
equal to the cumulative Monthly Guarantee Premium must have been paid. See
"Guaranteed Death Benefit," page 40.

If on each Monthly Anniversary Day the Account Value exceeds Outstanding
Debt, the Guaranteed Death Benefit Rider will keep the Policy in force to the
Maturity Date provided that the cumulative Monthly Guarantee Premium due to date
has been paid. The Monthly Guarantee Premium depends on the Specified Amount of
the Policy, the Insured's age, gender, smoking status and underwriting class,
and any additional insurance benefits added by Rider (including the cost of Term
Insurance Rider, if any). For Policies with no Rider coverage other than the
Guaranteed Death Benefit Rider, the Monthly Guarantee Premium times 12 will be
equal to the guideline annual premium for Death Benefit Option I determined in
accordance with the Federal income tax law definition of life insurance. See
"Federal Income Tax Considerations -- Definition of Life Insurance," page 55.
Adding other optional insurance benefits by Rider to the Policy will increase
the Monthly Guarantee Premium above those indicated.

It is important to consider the Guaranteed Death Benefit Rider premium
requirements when setting the amount of the Scheduled Premium for the Policy.
(See Appendix D for illustrations.)

The Guaranteed Death Benefit Rider is not available on Policies offered or
issued for delivery to residents of the Commonwealth of Massachusetts or the
State of Texas.

MODIFIED ENDOWMENT CONTRACTS

The amount, frequency and period of time over which a Policy Owner pays
premiums may affect whether the Policy will be classified as a modified
endowment contract, which is a type of life insurance contract subject to
different tax treatment for certain pre-death distributions than conventional
life insurance contracts. See "Federal Income Tax Considerations -- Modified
Endowment Contracts," page 57.

17
<PAGE> 27

UNSCHEDULED PREMIUM PAYMENTS

Generally, the Policy Owner can make unscheduled premium payments at any
time and in any amount as long as each payment is at least $250. The Company may
reject or limit any unscheduled premium payment that would result in an
immediate increase in the death benefit payable, although such a premium may be
accepted with satisfactory evidence of insurability. A premium payment would
result in an immediate increase if the death benefit under a Policy is, or upon
acceptance of the premium would be, equal to a Policy Owner's Surrender Value
multiplied by a Death Benefit Percentage as a result of the Federal income tax
law definition of life insurance. See "Death Benefits under the Policy," page 35
and "Federal Income Tax Considerations -- Definition of Life Insurance," page
55. If satisfactory evidence of insurability is not received, the payment, or a
portion thereof may be returned. In addition, all or a portion of a premium
payment will be rejected and returned to the Policy Owner if it would exceed the
maximum premium limitations prescribed by the Guideline Premium/Cash Value
Corridor Test under Federal income tax law definition of life insurance, if
applicable.

Unscheduled premium payments will be treated as premium payments and not as
a repayment of Outstanding Debt unless a Policy Owner requests otherwise. If the
Policy Owner does request that the payment be treated as a repayment of
Outstanding Debt, any portion of a payment that exceeds the amount of
Outstanding Debt will be applied to the Account Value as a Scheduled Premium
Payment. Applicable taxes and sales charges are not deducted from payments used
as a repayment of Outstanding Debt, but are deducted from any payment which
constitutes a premium payment.

PREMIUM PAYMENTS AFFECT THE CONTINUATION OF THE POLICY

If premium payments are stopped, temporarily or permanently, the Policy
will continue in effect until the Account Value less any Outstanding Debt can no
longer cover the monthly deductions from the Account Value for the Policy and
any optional insurance benefits added by Rider. At that point, the Policy will
lapse. See "Grace Period and Lapse," page 48. If the Guaranteed Death Benefit
Rider is in effect, the Specified Amount of the Policy will remain in force
until the Maturity Date if premium payments required by the Rider have been made
and Account Value exceeds Outstanding Debt. See "Guaranteed Death Benefit," page
40.

Certain charges will be deducted from each premium payment. See "Charges
and Deductions," page 50. The remainder of the premium, referred to as the "net
premium", will be allocated as described below under "Allocation of Net
Premiums."

ALLOCATION OF NET PREMIUMS

In the application for the Policy, the Policy Owner selects the Subaccounts
of the Variable Account or the Guaranteed Interest Account to which net premium
payments will be allocated. During the Free Look Period, net premiums will be
allocated to the Money Market Subaccount, which invests in the Money Market
Portfolio of the MONY Series Fund. The Account Value related to the net premiums
will be automatically allocated according to the Policy Owner's instructions
contained in the application at the end of the Free Look Period. Net premiums
received after the Free Look Period will be allocated upon receipt among the
Subaccounts of the Variable Account and the Guaranteed Interest Account
according to the Policy Owner's most recent instructions. If instructions for
allocation of premiums are not included in the application or are incomplete,
all allocations will be made to the Money Market Subaccount until a subsequent
notification of allocation percentages is received.

Net premiums may be allocated in whole percentages to any number of
Subaccounts and to the Guaranteed Interest Account, provided that no allocation
may be for less than 10% of a net premium. Allocation percentages must sum to
100%. Available allocation alternatives include the nine Subaccounts and the
Guaranteed Interest Account.

A Policy Owner may change the allocation of net premiums at any time by
submitting a proper written request to the Customer Service Center. The revised
allocation percentages will be applied within seven days from receipt of
notification.

18
<PAGE> 28

Unscheduled premium payments may be allocated by percentage or by dollar
amount. If the allocation is expressed in dollar amounts, the 10% limit on
allocation percentages does not apply.

DEATH BENEFITS UNDER THE POLICY

When the Policy is issued, the Company will determine the initial amount of
insurance based on the instructions provided in the application. The death
benefit consists of a "Specified Amount" of insurance coverage and, if desired,
an additional amount of insurance coverage which is added by Term Insurance
Rider. The amount of the Term Insurance Rider is defined by the Target Death
Benefit. The Specified Amount is level until the Maturity Date unless changed by
the Policy Owner. The Target Death Benefit can be scheduled at issue in level,
increasing or decreasing amounts over the lifetime of the Insured. The minimum
Target Death Benefit is generally $100,000. The minimum Specified Amount is
$100,000, although the Specified Amount may be reduced to $50,000 if at least
$50,000 of Term Insurance Rider is added to the Policy. The Target Death Benefit
and the Specified Amount will be shown on the specifications page of the Policy.

As described below, over time the Base Death Benefit may vary from the
Specified Amount. This may result from the operation of a death benefit Option,
increases to comply with the Federal income tax law definition of life
insurance, changes in the death benefit Option or increases or decreases
requested by the Policy Owner.

The Term Insurance Rider provides term insurance coverage which adjusts
automatically to equal the difference between the Target Death Benefit and the
Base Death Benefit. The Term Insurance Rider does not have a separate premium;
the cost is included in the monthly deductions discussed below. See "Term
Insurance Rider," page 41.

For so long as the Policy remains in force, the Company will, upon proof of
the death of an Insured, pay the death benefit proceeds to the named
Beneficiary. Death benefit proceeds will consist of the Base Death Benefit under
the Policy, plus any amount provided by the Term Insurance Rider, reduced by any
Outstanding Debt (and, if in the Grace Period, further reduced by any overdue
charges). Death benefit proceeds may be paid to a Beneficiary in a lump sum or
under a payment plan offered under the Policy. The Policy should be consulted
for details.

DEATH BENEFIT OPTIONS

Each Policy Owner may select one of two death benefit Options: Option I, or
Option II. Generally the applicant designates the death benefit Option in the
application. Subject to certain restrictions, the Policy Owner can change the
death benefit Option selected. So long as the Policy remains in force, the Base
Death Benefit under any Option will never be less than the Specified Amount of
the Policy, as adjusted from time to time.

OPTION I

Under Option I, the Base Death Benefit will be equal to the Specified
Amount of the Policy on the date of death plus the increase, if any, in the
Surrender Value since the last Monthly Anniversary Day, or, if greater, the
Surrender Value on the date of death multiplied by a Death Benefit Percentage.
The Death Benefit Percentages vary according to the Age of the Insured (and, if
the Cash Value Accumulation Test is chosen, the smoking status and gender
(except for unisex Policies) of the Insured) and the choice of definition of
life insurance test chosen by the Policy Owner at the time of application for
the Policy, and will be at least equal to the percentage defined in the Internal
Revenue Code, which addresses the definition of a life insurance policy for tax
purposes. See "Federal Income Tax Considerations -- Definition of Life
Insurance," page 55. Policy Owners who are seeking to have favorable investment
performance reflected in increasing Account Value, and not in increasing
insurance coverage should choose Option I.

19
<PAGE> 29

OPTION II

Under Option II, the Base Death Benefit will be equal to the Specified
Amount of the Policy plus the Surrender Value on the date of death, or, if
greater, the Surrender Value on the date of death multiplied by a Death Benefit
Percentage. The Death Benefit Percentage is the same as that used in connection
with Option I. The death benefit under Option II will vary as Surrender Value
varies. Therefore, Policy Owners who seek to have favorable investment
performance reflected in increased insurance coverage should choose Option II.

Federal income tax law requires the Base Death Benefit to be at least as
great as the Surrender Value times a Death Benefit Percentage which is defined
in the law. These percentages are determined based upon the Insured's Age and
premium class at any point in time as well as the test for compliance selected
in the original application for this Policy. See "Federal Income Tax
Considerations -- Definition of Life Insurance," page 55. We will adjust the
Base Death Benefit if necessary to qualify the death benefit of the policy as
life insurance under the applicable provisions of the Federal income tax laws in
existence at the time the Policy is issued.

In addition, the Policy Owner has the option at issue to select an
alternate Death Benefit Percentage that may produce a higher Base Death Benefit
amount beginning the later of the Insured's age 55 or 10 years following Policy
issue. This alternate Death Benefit Percentage grades back to the Federal income
tax law Death Benefit Percentage at the Maturity Date. Use of the alternate
Death Benefit Percentage results in a higher ratio of Base Death Benefit to
Surrender Value than that resulting from the use of the IRS' Death Benefit
Percentage beginning the later of the Insured's age 55 or 10 years following
Policy issue. This higher percentage then gradually reduces until, by the
Maturity Date, it is equal to the ratio produced by the use of the IRS' Death
Benefit Percentage. Although use of the alternate Death Benefit Percentage
results in a higher Base Death Benefit than the IRS' Death Benefit Percentage,
this higher Base Death Benefit results in higher cost of insurance charges which
has the effect of reducing the Account Value and consequently future Base Death
Benefits. The election of the alternate Death Benefit Percentage may be
eliminated at any time; once eliminated, it cannot be reinstated.

CHANGES IN DEATH BENEFIT OPTION

A Policy Owner may request that the death benefit under the Policy be
changed from Option I to Option II, or from Option II to Option I. Changes in
the death benefit Option may be made on any Monthly Anniversary Day and should
be made in writing to the Customer Service Center. A change from Option II to
Option I may be made without evidence of insurability; a change from Option I to
Option II will require evidence of insurability satisfactory to the Company. The
effective date of any such change requested between Monthly anniversaries will
be the next Monthly Anniversary Day after the change is accepted.

A change in the death benefit Option from Option I to Option II is
accomplished by reducing the Specified Amount of the Policy by the amount of the
Policy's Account Value at the date of the change. This maintains the Base Death
Benefit payable under Option II at the amount that would have been payable under
Option I immediately prior to the change. Although there is no immediate change
in the Base Death Benefit, the change to Option II will affect the determination
of the Base Death Benefit from that point on since the Surrender Value will then
be added to the new Specified Amount, and the Base Death Benefit will then vary
with Surrender Value. This change will not be permitted if it would result in a
new Specified Amount of less than the minimum the Company requires to issue the
Policy at the time of the change.

A change in the death benefit Option from Option II to Option I is
accomplished by increasing the Specified Amount of the Policy. The new Specified
Amount will be an amount equal to the Specified Amount before the change plus
the Surrender Value on the date of the change. From that point on, the Base
Death Benefit will be based on the new Specified Amount. Although the Base Death
Benefit at the time of the Option change remains the same, the change from
Option II to Option I will generally reduce the Base Death Benefit in the future
below the amount that would have been payable under Option II.

20
<PAGE> 30

Although these increases and decreases in the Specified Amount are made so
that the Base Death Benefit remains the same on the date of the change, the
change in Option may affect the monthly cost of insurance charge in the future
since this charge varies with the Net Amount at Risk, which generally is the
amount by which the Base Death Benefit exceeds Account Value. See "Cost of
Insurance," page 51. Assuming that the Policy's Base Death Benefit is not based
on the Death Benefit Percentage under either Option, changing from Option II to
Option I will generally decrease the future Net Amount at Risk, and therefore
decrease the prospective cost of insurance charges. Changing from Option I to
Option II will generally result in a Net Amount at Risk that remains level in
the future. Such a change, however, will result in an increase in the cost of
insurance charges over time, since the cost of insurance rates increase with the
Insured's Age.

CHANGES IN DEATH BENEFIT AMOUNTS

The Target Death Benefit and Specified Amount of a Policy may be increased
or decreased after issue, subject to the rules defined below. Increases and
decreases may be scheduled at issue ("scheduled increases" or "scheduled
decreases", respectively) or may be requested after issue by the Policy Owner
("unscheduled increases" or "unscheduled decreases", respectively). Scheduled
increases or decreases will be effective on the requested date. Any request for
an unscheduled increase or decrease in death benefits must be made by written
application to the Customer Service Center. Unscheduled increases or decreases
will become effective on the Monthly Anniversary Day which follows the Company's
approval of the requested change. A change in death benefit amounts may be made
at any time, provided that increases in death benefits are not permitted on or
after the Insured's Age 81. Any change in death benefits may not be for an
amount less than $10,000.

SCHEDULED INCREASES IN DEATH BENEFITS

Increases in the Target Death Benefit may be scheduled at the time of
application for the Policy. Scheduled increases in the Specified Amount are not
allowed, therefore the entire increase in the Target Death Benefit will be
reflected as an increase in the amount of Term Insurance Rider. Since these
increases are scheduled (and therefore underwritten) at issue, evidence of
insurability will not be required at the time of the increase. Scheduled
increases do not create new coverage segments. See "Unscheduled Increases in
Death Benefits," below.

UNSCHEDULED INCREASES IN DEATH BENEFIT

A Policy Owner may request an unscheduled increase in the Target Death
Benefit or Specified Amount of a Policy at any time prior to the Insured's Age
81 (at any time prior to the Insured's Age 65 for Policies which have been
issued on a guaranteed issue basis) subject to approval from the Company.
Additional evidence of insurability satisfactory to the Company will be required
for an increase. An unscheduled increase will not be given for increments of
less than $10,000.

An unscheduled increase in the Specified Amount will increase the Target
Death Benefit by an equal amount so the Term Insurance Rider amount will remain
unchanged after the increase. An unscheduled increase in the Target Death
Benefit may consist of any combination of increases in Specified Amount and/or
Term Insurance Rider. Unless otherwise indicated, any request for an unscheduled
increase to the Target Death Benefit will be assumed to also be a request for an
increase to the Specified Amount so that the amount of Term Insurance Rider, if
included on the Policy at the time of the increase, will not change.

An unscheduled increase in the death benefits will create a new "coverage
segment" for which cost of insurance and other charges will be computed
separately. See "Charges and Deductions," page 50. In addition, if the Specified
Amount is increased, additional Sales Charges associated with the Policy will be
incurred. The Sales Charge for the increase in Specified Amount is calculated in
a similar manner as for the original Specified Amount. The Target Premiums, and
the required premiums under the Guaranteed Death Benefit Rider, if applicable,
will also be adjusted prospectively to reflect the increase in death benefits.
If the death benefits are increased at the same time that a premium payment is
received, the increase will be processed before the premium payment is
processed.

21
<PAGE> 31

If an unscheduled increase creates a new coverage segment of Specified
Amount, premiums paid after the increase will be allocated to the original and
the new coverage segments in the same proportion that the guideline annual
premiums defined by the Federal income tax laws for each segment bear to the sum
of the guideline annual premiums for all segments.

Increases in Specified Amount resulting from a change in death benefit
Option do not create new coverage segments, rather, they increase the size of
the most recently added coverage segments of Specified Amount. Therefore, cost
of insurance and other charges are not computed separately for increases
resulting from a death benefit Option change.

Increasing the Specified Amount will generally increase the Base Death
Benefit of the Policy. The amount of change in the Base Death Benefit will
depend, among other things, upon the death benefit Option chosen by the Policy
Owner and whether the Base Death Benefit under the Policy is being calculated
using a Death Benefit Percentage at the time of the change. Changing the
Specified Amount could affect the subsequent level of the Base Death Benefit
while the Policy is in force and the subsequent level of Policy values. For
example, an increase in Specified Amount may increase the Net Amount at Risk
under a Policy, which will increase a Policy Owner's cost of insurance charges
over time.

DECREASES IN DEATH BENEFITS

Any decrease in death benefits (whether scheduled or unscheduled, or as a
result of a Partial Surrender) will reduce the Target Death Benefit of the
Policy and may reduce the Specified Amount. Decreases due to a death benefit
Option change will not reduce the Target Death Benefit but may reduce the
Specified Amount. Any decrease will first be applied to reduce the coverage
segments of Term Insurance Rider associated with the most recent increases, then
the next most recent increases successively, and finally to the original
coverage segment of Term Insurance Rider. After all coverage segments of Term
Insurance Rider have been entirely eliminated, then coverage segments of
Specified Amount will be reduced in a similar order. A decrease other than one
related to a Partial Surrender or death benefit Option change will not be
permitted if less than $10,000 nor if the Specified Amount would fall below the
minimum we require to issue the Policy at the time of the reduction.

The required premiums under the Guaranteed Death Benefit Rider, if
applicable, will be adjusted for the decrease in death benefits. If the
Specified Amount is decreased, Target premiums will also be adjusted for the
decrease. If the death benefits are decreased at the same time that a premium
payment is received, the decrease will be processed before the premium payment
is processed.

The Company reserves the right to disallow a requested decrease, and will
not permit a requested decrease, among other reasons, (i) if compliance with the
guideline premium limitations under Federal tax law resulting from the requested
decrease would result in immediate termination of the Policy, or (ii) if, to
effect the requested decrease, payments to the Policy Owner would have to be
made from Account Value for compliance with the guideline premium limitations,
and the amount of such payments would exceed the Account Value under the Policy.
If we do not approve a change you have requested, we will send you a written
notice of our decision about making the change. See "Federal Income Tax
Considerations -- Definition of Life Insurance," page 55.

Decreasing the Specified Amount will generally decrease the Base Death
Benefit. The amount of change in the Base Death Benefit will depend, among other
things, upon the death benefit Option chosen by the Policy Owner and whether the
Base Death Benefit under the Policy is being calculated using a Death Benefit
Percentage at the time of the change. Changing the Specified Amount could affect
the subsequent level of the Base Death Benefit while the Policy is in force and
the subsequent level of Policy values. For example, a decrease in Specified
Amount may decrease the Net Amount at Risk, which will decrease a Policy Owner's
cost of insurance charges over time.

22
<PAGE> 32

GUARANTEED DEATH BENEFIT RIDER

Generally, the length of time the Policy remains in force depends on the
Account Value less Outstanding Debt. Because the charges that maintain the
Policy are deducted monthly from the Account Value, coverage will last as long
as the Account Value less Outstanding Debt is sufficient to pay these charges.
See "Grace Period and Lapse," page 48. The investment experience of any amounts
in the Subaccounts of the Variable Account and the interest earned in the
Guaranteed Interest Account will affect the amount of the Account Value and, as
a result, the length of time the Policy remains in force without the payment of
additional premiums.

When application for a Policy is made, the Policy Owner will have the
opportunity to elect the Guaranteed Death Benefit Rider, which may extend to the
Maturity Date the period that the Specified Amount of the Policy will remain in
effect if the Subaccounts suffer adverse investment experience. Premiums
required by the Rider vary depending on the Specified Amount as well as other
factors. See "Guaranteed Death Benefit Rider Premiums," page 33.

Determination as to whether the Guaranteed Death Benefit Rider will remain
in effect is made as follows: On each Monthly Anniversary Day, two tests will be
performed: under the first test Account Value must exceed Outstanding Debt; and
under the second test (i) the actual premiums paid, less the amount of any
Partial Surrenders (excluding any fees imposed as a result of the Partial
Surrender) must equal or exceed (ii) the Monthly Guarantee Premium for the Rider
times the number of complete months since the Policy Date. If the Policy fails
to meet either test on any Monthly Anniversary Day, the Guaranteed Death Benefit
Rider will enter a grace period, an unless sufficient payment is received by the
Company, the Rider will lapse. See "Grace Period and Lapse -- If Guaranteed
Death Benefit Rider Is in Effect", page 49. Once it has lapsed, the Guaranteed
Death Benefit Rider can not be reinstated. Thereafter the normal test for lapse
will apply.

Coverage provided by the Term Insurance Rider and any amount by which the
Base Death Benefit exceeds the Specified Amount are not protected by the
Guaranteed Death Benefit Rider.

There is a charge for the Guaranteed Death Benefit Rider. See "Guaranteed
Death Benefit Charge," page 53. This charge will end if at any time the Policy
fails the monthly tests.

Please refer to the Policy for additional information on the Guaranteed
Death Benefit Rider.

The Guaranteed Death Benefit Rider is not available on Policies offered or
issued for delivery to residents of the Commonwealth of Massachusetts or the
State of Texas.

OTHER OPTIONAL INSURANCE BENEFITS

Subject to certain requirements, a Policy Owner may elect to add one or
more of the optional insurance benefits described below to the Policy at the
time of application for a Policy. These other optional insurance benefits are
added to the Policy by Rider. Certain restrictions may apply and are described
in the applicable Rider. In addition, adding or canceling these benefits may
have an effect on the Policy's status as a modified endowment contract. See
"Federal Income Tax Considerations -- Modified Endowment Contracts," page 57. An
insurance agent authorized to sell the Policy can describe these extra benefits
further. Samples of the provisions are available from the Company upon written
request.

From time to time we may make available Riders other than that listed
below. Contact an insurance agent authorized to sell the Policy for a complete
list of the Riders available.

TERM INSURANCE RIDER

The Policy can be issued with a Term Insurance Rider as a portion of the
total death benefit. This Rider provides term life insurance on the life of the
Insured, which is annually renewable to attained Age 95. As described below, the
amount of the coverage provided under the Rider varies over time.

23
<PAGE> 33

At issue, a schedule of death benefit amount called the "Target Death
Benefit" is established. The Target Death Benefit may be varied as often as each
Policy year, and, subject to the Company's rules, may be changed after issue.
See "Death Benefits Under the Policy", page 35.

The amount of Term Insurance Rider in force at any time is equal to the
difference between the scheduled Target Death Benefit and the Base Death Benefit
in effect. The Rider is dynamic in that it adjusts for variations in the in the
Base Death Benefit under the Policy (e.g., changes resulting from the Federal
income tax law definition of life insurance). The Company generally restricts
the amount of the Target Death Benefit at issue to an amount not more than 800%
of the Specified Amount. For example, if the Specified Amount is $100,000 then
the maximum amount of Target Death Benefit allowed is $800,000.

For example, assume the Base Death Benefit varies according to the
following schedule. The Term Insurance Rider will adjust to provide death
proceeds equal to the Target Death Benefit each year:

<TABLE>
<CAPTION>
BASE DEATH BENEFIT TARGET DEATH BENEFIT TERM INSURANCE RIDER AMOUNT
- ------------------ -------------------- ---------------------------
<S> <C> <C>
$500,000 $550,000 $50,000
$501,500 $550,000 $48,500
$501,250 $550,000 $48,750
</TABLE>

Since the Term Insurance Rider is dynamic, it is possible that the Rider
may be eliminated entirely as a result of increases in the Base Death Benefit.
Using the above example, if the Base Death Benefit grew to $550,000, the Term
Insurance Rider would be reduced to zero. (It can never be reduced below zero.)
Even though the Rider amount is reduced to zero, the Rider will remain in effect
until it is removed from the Policy. Therefore, if the Base Death Benefit is
subsequently reduced below the Target Death Benefit, a Rider amount will
reappear as needed to maintain the Target Death Benefit at the requested level.

There is no defined premium for the Term Insurance Rider, instead, the cost
of the Rider is added to the monthly deductions, and is based on the Insured's
attained Age and premium class. The Company may adjust the rate charged for the
Rider from time to time, but the rate will never exceed the guaranteed cost of
insurance rates for the Rider for that Policy Year. The cost for the Rider is
added to the Company's calculation of the Monthly Guarantee Premium and to the
calculation of the Minimum Annual Premium.

BENEFITS AT MATURITY

If the Insured is living on the Maturity Date, the Company will pay to the
Policy Owner, as an endowment benefit, the Account Value of the Policy less
Outstanding Debt. Payment ordinarily will be made within seven days of the
Policy Anniversary, although payments may be postponed in certain circumstances.
See "Payments," page 66.

POLICY VALUES

ACCOUNT VALUE

The Account Value is the sum of the amounts under the Policy held in each
Subaccount of the Variable Account and any Guaranteed Interest Account, as well
as the amount set aside in the Company's Loan Account, and any interest thereon,
to secure Outstanding Debt.

On each Valuation Date, the portion of the Account Value allocated to any
particular Subaccount will be adjusted to reflect the investment experience of
that Subaccount. On each Monthly Anniversary Day, the portion of the Account
Value allocated to a particular Subaccount also will be adjusted to reflect the
assessment of the monthly deduction. See "Determination of Account Value," page
42. No minimum amount of Account Value is guaranteed. A Policy Owner bears the
risk for the investment experience of Account Value allocated to the
Subaccounts.

24
<PAGE> 34

SURRENDER VALUE

The Owner can surrender a Policy at any time while the Insured is living
and receive its Surrender Value less any Outstanding Debt. The Surrender Value
of the Policy equals the Account Value plus any applicable refund of Sales
Charges. Thus, the Surrender Value will exceed the Policy's Account Value by the
refund amount in the three years following Policy. Once the refund of Sales
Charges has expired, the Surrender Value will equal the Account Value. See "Full
Surrender," page 47.

DETERMINATION OF ACCOUNT VALUE

Although the death benefit under a Policy can never be less than the
Policy's Specified Amount, the Account Value will vary depending upon several
factors, including the investment performance of the Subaccounts to which
Account Value has been allocated, payment of premiums, the amount of any
Outstanding Debt, Partial Surrenders, and the charges assessed in connection
with the Policy.

The amounts allocated to the Subaccounts will be invested in shares of the
corresponding Portfolios of the Funds. The value of the Subaccounts will reflect
the investment experience of the corresponding Portfolio. The investment
experience reflects the investment income, realized and unrealized capital gains
and losses and expenses of the Portfolio and any dividends or distributions
declared by a Portfolio. Any dividends or distributions from any Portfolio of
the Funds will be automatically reinvested in shares of the same Portfolio,
unless the Company, on behalf of the Variable Account, elects otherwise.

Amounts allocated to the Subaccounts are measured in terms of Units, which
are a measure of value used for bookkeeping purposes. The value of amounts
invested in each Subaccount is represented by the value of the Units credited to
the Policy for that Subaccount. On any given day, the amount in a Subaccount of
the Variable Account is equal to the Unit value times the number of Units
credited to the Policy in that Subaccount. The Units of each Subaccount will
have different Unit values.

Units of a Subaccount are purchased (credited) whenever premiums or
transfer amounts (including transfers from the Loan Account) are allocated to
that Subaccount. Units are redeemed (debited) to make Partial Surrenders, to
transfer amounts from a Subaccount (including transfers to the Loan Account),
upon a full surrender, and to pay the death benefit when the Insured dies. Units
are also redeemed to pay monthly deductions from the Policy's Account Value and
for Policy transaction charges. The number of Units purchased or redeemed in
connection with any such transaction is determined by dividing the dollar amount
of such transaction by the Unit Value of the affected Subaccount, calculated
after the close of business that day. The number of Units changes only as a
result of Policy transactions or charges; the number of Units credited will not
change because of subsequent changes in Unit Value.

Transactions are processed as of the Transaction Date. The Transaction Date
is the date a premium or an acceptable written request is received at the
Customer Service Center. If the premium or request reaches the Customer Service
Center on a day which is not a Valuation Date, or after the close of business on
a Valuation Date (that is, after 4:00 p.m. Eastern Time), the Transaction Date
will be the next succeeding Valuation Date. All Policy transactions are
performed as of a Valuation Date. If a Transaction Date or Monthly Anniversary
Day occurs on a day other than a Valuation Date (e.g., on a Saturday), the
calculation will take place on the next Valuation Date (e.g., on the following
Monday).

CALCULATING UNIT VALUES FOR EACH SUBACCOUNT

The Unit Value of a Subaccount on any Valuation Date is calculated by the
Company on every Valuation Date as follows:

1. Calculate the value of the shares of the Portfolio belonging to the
Subaccount as of the close of business that Valuation Date (before giving
effect to any Policy transactions for that day, such as premium payments or
surrenders). For this purpose, the Net Asset Value per share reported to
the Company by the managers of the Portfolio is used.

25
<PAGE> 35

2. Add the value of any dividends or capital gains distributions
declared and reinvested by the Portfolio during the Valuation Period.
Subtract from this amount a charge for taxes, if any.

3. Divide the resulting amount by the number of Units held in the
Subaccount on the Valuation Date before the purchase or redemption of any
Units on that Date.

The Unit Value of each Subaccount on its first Valuation Date was set at
$10.00.

TRANSFER OF ACCOUNT VALUE

Account Value may be transferred after the Free Look Period among the
Subaccounts by the Policy Owner upon proper written request to the Customer
Service Center. Currently, there are no limitations on the number of transfers
between Subaccounts, no minimum amount required for a transfer, nor any minimum
amount required to remain in a given Subaccount after a transfer. Further, no
transfer may be made if a Policy is in the Grace Period and a payment required
to avoid lapse is not paid. See "Grace Period and Lapse," page 48. A charge of
$50 is imposed on Policy transfers in excess of twelve in any Policy year.

Account Value may also be transferred after the Free Look Period and within
specified limits from the Subaccounts to the Guaranteed Interest Account;
however, such a transfer will only be permitted in the Policy month following a
Policy Anniversary and the total amount allocated or transferred to the
Guaranteed Interest Account cannot exceed $250,000. Transfers from the
Guaranteed Interest Account to the Subaccounts are also restricted as described
in "The Guaranteed Interest Account," page 63.

POLICY OWNER SERVICES

The Company currently offers Policy Owners two services: Dollar Cost
Averaging and Automatic Rebalancing. These services may be terminated at any
time; Owners of Policies in force at the time of termination utilizing these
services will receive 30 days prior notice. There currently are no charges for
these services and any transfers as a result of the operation of these services
are not counted toward the limit of 12 transfers per Policy Year without a
transfer charge. If the Company elects to impose a charge for these services,
Owners of Policies in force at that time utilizing these services will receive
30 days prior notice. These services involve the sale of Units in one or more
Subaccounts and the purchase of Units in one or more other Subaccounts. This may
result in a loss of Account Values.

DOLLAR COST AVERAGING

Dollar Cost Averaging is available to Owners of Policies with at least
$5,000 of Account Value allocated to the Money Market Subaccount. The main
objective of Dollar Cost Averaging is to protect the Account Value from
short-term price fluctuations. Since under Dollar Cost Averaging the same dollar
amount is transferred to other Subaccounts each period, more units are purchased
in a Subaccount if the value per unit that period is low, and fewer units are
purchased if the value per unit that period is high. This plan of investing
keeps the Policy Owner from investing too much when the price of shares is high
and too little when the price of shares is low. There is no guarantee that this
service will generate a profit or avoid a loss.

If Dollar Cost Averaging is elected by completing and returning to the
Company at the Customer Service Center the form provided by the Company, a
designated dollar amount of Account Value will be transferred automatically from
the Money Market Subaccount to one or more other Subaccounts of the Variable
Account each period. Dollar Cost Averaging allocations may be made either
monthly or quarterly. (Dollar Cost Averaging transfers may not be made to the
Guaranteed Interest Account.) Percentage allocations of the transfer amount must
be designated as whole number percentages in 1% increments provided that no
allocation may be less than 10%; no specific dollar designation may be made to
the Subaccounts. The percentage allocation must result in at least a $100
allocation to each Subaccount each period. Dollar Cost Averaging may be
terminated at a designated date or when the Money Market Subaccount reaches a
pre-defined minimum balance.

Each transfer under Dollar Cost Averaging must be at least $100. Each
automatic monthly transfer will take place on the 10th day of each calendar
month; automatic quarterly transfers take place on the 10th day of

26
<PAGE> 36

the last month of each calendar quarter. If Dollar Cost Averaging is elected at
the time of application, transfers will begin in the appropriate calendar month
following completion of the Free Look Period. If elected after issuance of the
Policy, transfers will begin in the appropriate calendar month which is at least
30 days following our receipt of the request for Dollar Cost Averaging. If, at
the time of any transfer, the amount in the Money Market Subaccount is equal to
or less than the amount elected to be transferred, the entire remaining balance
will be transferred and Dollar Cost Averaging will end. The amount to be
transferred or the Subaccounts to which transfers are to be made may be changed
once each Policy year. Dollar Cost Averaging may be canceled at any time by
sending notice to our Customer Service Center which is received at the Center at
least 10 days before the next transfer date.

If both Dollar Cost Averaging and Automatic Rebalancing are elected, Dollar
Cost Averaging will take place first. Automatic Rebalancing will begin only
after a monthly or quarterly Dollar Cost Averaging transfer has been completed.

AUTOMATIC REBALANCING

Automatic Rebalancing provides a method for maintaining a balanced approach
to allocating Account Values and simplifies the process of asset allocation over
time.

Automatic Rebalancing may be elected when application for a Policy is made
or at any subsequent time by completing and returning to the Company at the
Customer Service Center the form provided by the Company. Automatic Rebalancing
matches Account Value allocations over time to the most recently filed
allocation percentages for new premiums. As of the 10th day of last month of
each calendar quarter, the Company will automatically re-allocate the amounts in
each of the Subaccounts into which premiums are allocated to match the premium
allocation percentages. This will rebalance Account Values that may be out of
line with the allocation percentages indicated, which may result, for example,
from Subaccounts which underperform other Subaccounts in certain quarters.

If Automatic Rebalancing is elected with the application, the first
transfer will occur on the 10th day of the last month of the calendar quarter
which begins after the end of the Free Look Period. If elected after Policy
issue, transfers will begin as of the 10th day of the last month of the calendar
quarter which follows the Company's receipt of notification at the Customer
Service Center.

The Automatic Rebalancing feature percentages may be adjusted by changing
the Policy's premium allocation percentages. During the operation of Automatic
Rebalancing, allocation percentages to the Guaranteed Interest Account may not
be changed by more than 25% of the percentage previously being allocated to the
Guaranteed Interest Account. The Company reserves the right to charge a fee of
$25 each time the premium allocation percentage is changed more often than two
times in any Policy year. If the Automatic Rebalancing feature is active on a
Policy and a premium allocation which does not meet the Company's requirement is
received, the Company will notify the Policy Owner that the allocation must be
changed; any such request will not be processed unless a request for
discontinuance of Automatic Rebalancing is received.

Automatic Rebalancing may be terminated at any time, so long as notice of
the termination is received at the Customer Service Center at least 10 days
prior to the next scheduled transfer.

If both Dollar Cost Averaging and Automatic Rebalancing are elected, Dollar
Cost Averaging will take place first. Automatic Rebalancing will begin only
after Dollar Cost Averaging has ended.

RIGHT TO EXCHANGE POLICY

During the first 24 months following the Policy Date, the Policy Owner may
exercise the right to exchange the Policy from one in which the investment
experience is not guaranteed into a guaranteed Policy. This is accomplished by
the transfer of the entire amount in the Subaccounts of the Variable Account to
the Guaranteed Interest Account, and the allocation of all future premium
payments to the Guaranteed Interest Account. This will, in effect, serve as an
exchange of the Policy for the equivalent of a flexible premium universal life
insurance policy. No charge will be imposed on the transfer in exercising this
exchange privilege.

27
<PAGE> 37

If the right to exchange is exercised, the restriction on amounts which may be
held in the Guaranteed Interest Account is waived, but the limitations on
transfers from the Guaranteed Interest Account to the Subaccounts will continue.
See "The Guaranteed Interest Account," page 63.

POLICY LOANS

The Policy Owner may borrow money from the Company at any time using the
Policy as the only security for the loan by submitting a proper written request
to the Customer Service Center. A loan may be taken any time a Policy is in
force. The minimum loan that can be taken is $250. The maximum amount that can
be borrowed at any time is 90% of the Account Value of the Policy less any
Outstanding Debt. (If the loan is requested on a Monthly Anniversary Day, the
maximum loan amount is further reduced by the monthly deduction due on that
day.) The Outstanding Debt is the cumulative amount of outstanding loans and
accrued loan interest payable to the Company at any time.

Loan interest is payable at a guaranteed annual rate of 4.6%. Interest on a
Policy loan is accrued daily and is due for the Policy year on each Policy
Anniversary, until the Outstanding Debt is repaid. If interest is not paid when
due, it will be added to the principal amount of the Outstanding Debt.

The Owner may repay all or part of the Outstanding Debt at any time while
the Policy is in force. Only payments designated as loan or interest payments
will be treated as such. Loan repayments reduce the Outstanding Debt by the
amount of the payment. If a loan repayment is made which exceeds the Outstanding
Debt, the excess will be applied as a Scheduled Premium.

When a Policy Owner takes a loan, an amount equal to the loan is
transferred out of the Policy Owner's Account Value in the Subaccounts and the
Guaranteed Interest Account into the Loan Account to secure the loan. Loan
amounts will be deducted from the Subaccounts and the Guaranteed Interest
Account in the proportion that each bears to the Account Value less Outstanding
Debt. Each Policy Anniversary, an amount equal to the loan interest due and
unpaid for the Policy Year will be transferred to the Loan Account from the
Subaccounts and Guaranteed Interest Account on a proportional basis.

The Loan Account is a part of the Company's General Account. Amounts held
in the Loan Account are credited daily with a fixed rate of interest equal to an
annualized rate of 4.0%. After the tenth Policy anniversary, it is expected the
annual interest rate that applies to the Loan Account will be 0.3% higher than
otherwise applicable. 0.15% of this increase is guaranteed.

Loan repayments release funds from the Loan Account. Amounts released from
the Loan Account as a result of a loan repayment will be transferred into the
Subaccounts and Guaranteed Interest Account in accordance with the most recent
allocation instructions for Scheduled Premium Payments, subject to the
limitation of maintaining no more than $250,000 in the Guaranteed Interest
Account. In addition, any interest earned on the amount held in the Loan Account
will be transferred each Policy Anniversary to each of the Subaccounts and
Guaranteed Interest Account on the same basis.

While the amount to secure the Outstanding Debt is held in the Loan
Account, the Policy Owner forgoes the investment experience of the Subaccounts
and the current interest rate of the Guaranteed Interest Account on that amount.
Thus Outstanding Debt, whether or not repaid, will have a permanent effect on
the Policy's values and may have an effect on the amount and duration of the
death benefit. If not repaid, the Outstanding Debt will be deducted from the
amount of death benefit paid upon the death of the Insured, or the Surrender
Value paid upon surrender or maturity.

Outstanding Debt may affect the length of time the Policy remains in force.
Unless the Guaranteed Death Benefit Rider is in force, the Policy will lapse
when Account Value minus Outstanding Debt is insufficient to cover the monthly
deduction against the Policy's Account Value on any Monthly Anniversary Day and
the minimum payment required is not made during the Grace Period. Moreover, the
Policy may enter the Grace Period more quickly when Outstanding Debt exists,
because the Outstanding Debt is not available to cover the monthly deduction. In
addition, the Guaranteed Death Benefit Rider may end if Outstanding Debt exceeds
the Account Value of the Policy. Additional payments or repayment of a portion
of

28
<PAGE> 38

Outstanding Debt may be required to keep the Policy or the Rider in force. See
"Grace Period and Lapse," page 48.

A loan will not be treated as a distribution from the Policy and will not
result in taxable income to the Policy Owner unless the Policy is a modified
endowment contract, in which case a loan will be treated as a distribution that
may give rise to taxable income. For more information on the tax treatment of
loans, see "Federal Income Tax Considerations," page 55.

FULL SURRENDER

A Policy Owner may fully surrender a Policy at any time during the life of
the Insured. The amount received in the event of a full surrender is the
Policy's Surrender Value on the date the surrender request is received, which is
equal to its Account Value plus any applicable refund of Sales Charge, reduced
by any Outstanding Debt.

A Policy Owner may surrender a Policy by sending a written request together
with the Policy to the Customer Service Center. The proceeds will be determined
as of the end of the Valuation Period during which the request for a surrender
is received. A Policy Owner may elect to have the proceeds paid in cash or
applied under a payment plan offered under the Policy. See "Payment
Plan/Settlement Provisions," page 66. For information on the tax effects of a
surrender of a Policy, see "Federal Income Tax Considerations," page 55.

PARTIAL SURRENDER

A Partial Surrender allows the Policy Owner to obtain a portion of the
Account Value of the Policy without having to surrender the Policy in full. A
Partial Surrender may be made after the first Policy anniversary. There is
currently no limit on the number of Partial Surrenders allowed in a Policy year,
but the Company reserves the right to limit the number of Partial Surrenders to
12 per year.

A Partial Surrender must be for at least $500 (plus the applicable fee),
and the Policy's Surrender Value less Outstanding Debt after the Partial
Surrender must be at least $500. In addition, the Partial Surrender must not
reduce the Target Death Benefit or Specified Amount at the time of the reduction
below the minimum we require to issue the Policy.

The Policy Owner may make a Partial Surrender by submitting a proper
written request to the Customer Service Center. As of the effective date of any
Partial Surrender, the Policy Owner's Account Value and Surrender Value will be
reduced by the amount surrendered (plus the applicable fee). The amount of the
Partial Surrender (plus the applicable fee) will be deducted proportionately
from the Policy Owner's Account Value in the Subaccounts and the Guaranteed
Interest Account.

When a Partial Surrender is made on a Policy on which the Owner has
selected death benefit Option I, the Target Death Benefit and the Base Death
Benefit are generally reduced by the amount of the Partial Surrender (plus the
amount of the Partial Surrender fee). The Specified Amount under the Policy and
Target Death Benefit are decreased by the lesser of (i) the amount of the
Partial Surrender or (ii) if the Base Death Benefit prior to the Partial
Surrender is greater than the Specified Amount, the amount, if any, by which the
Specified Amount exceeds the difference between the Base Death Benefit less the
amount of the Partial Surrender.

When a Partial Surrender is made on a Policy on which the Owner has
selected death benefit Option II, the Target Death Benefit is also permanently
reduced by the amount of the Partial Surrender (plus the amount of the Partial
Surrender fee). The Partial Surrender will not change the Specified Amount of
the Policy. However, assuming that the Base Death Benefit under Option II is not
equal to Surrender Value times the applicable Death Benefit Percentage, the
Partial Surrender will reduce the Base Death Benefit by the amount of the
Partial Surrender. If the Option II death benefit is based upon the Surrender
Value times the Death Benefit Percentage, a Partial Surrender may cause the Base
Death Benefit to decrease by an amount greater than the amount of the Partial
Surrender. See "Death Benefits under the Policy," page 35.

29
<PAGE> 39

A fee of $25 or 2% of the Partial Surrender amount, whichever is less, will
be assessed for each Partial Surrender. See "Charges and
Deductions -- Transaction and Other Charges", page 54.

For information on the tax treatment of Partial Surrenders, see "Federal
Income Tax Considerations," page 55.

GRACE PERIOD AND LAPSE

In general, the Policy and all Riders attached to it will continue in force
as long as the Account Value less Outstanding Debt of the Policy is sufficient
to pay all the monthly deductions. The Policy will lapse only when the Account
Value less Outstanding Debt is insufficient to cover the current monthly
deduction against the Policy's Account Value on any Monthly Anniversary Day, and
a 61-day Grace Period expires without the Policy Owner making a sufficient
payment.

IF GUARANTEED DEATH BENEFIT RIDER IS NOT IN EFFECT

If an insufficiency occurs and a Guaranteed Death Benefit Rider is not in
effect, the Owner must pay during the Grace Period the amount required under the
Policy to avoid lapse. In addition, payment of any loan interest accrued for the
Policy year but unpaid as of the Monthly Anniversary Day when insufficiency
occurs is required to be paid prior to the end of the Grace Period.

The Company will not accept any payment if it would cause the Policy
Owner's total premium payments to exceed the maximum permissible premium for the
Policy's Specified Amount under the Internal Revenue Code. This may occur when
the Policy Owner has Outstanding Debt, in which case the Policy Owner could
repay a sufficient portion of the Outstanding Debt to avoid termination. In this
instance, the Policy Owner may wish to repay an additional portion of the
Outstanding Debt to avoid recurrence of the potential lapse. If premium payments
have not exceeded the maximum permissible premiums for the Policy's Specified
Amount, the Policy Owner may also wish to make larger or more frequent premium
payments to avoid recurrence of the potential lapse.

If the Account Value less Outstanding Debt is insufficient to cover the
entire monthly deduction on a Monthly Anniversary Day, the Company will deduct
the amount that is available. The Company will notify the Policy Owner (and any
assignee of record) of the payment required to keep the Policy in force. The
Policy Owner will then have a Grace Period of 61 days, measured from the date
the notice is sent, to make the required payment. The payment required is the
amount of the monthly deduction not paid plus not less than two succeeding
monthly deductions (or the number of monthly deductions remaining until the next
Scheduled Premium due date, if more than two), grossed up by the amount of the
deductions from premiums (see "Charges and Deductions -- Deductions from
Premiums", page 50). The Policy will remain in force through the Grace Period.
Failure to make the required payment within the Grace Period will result in
termination of coverage under the Policy, and the Policy will lapse. If the
required payment is made during the Grace Period, any premium paid will be
allocated among the Subaccounts of the Variable Account and the Guaranteed
Interest Account in accordance with the Policy Owner's current Scheduled Premium
allocation instructions. Any monthly deduction due will be charged to the
Subaccounts and the Guaranteed Interest Account on a proportionate basis. If the
Insured dies during the Grace Period, the death benefit proceeds will equal the
amount of the death benefit immediately prior to the commencement of the Grace
Period, reduced by any unpaid monthly deductions and any Outstanding Debt.

IF GUARANTEED DEATH BENEFIT RIDER IS IN EFFECT

If the Guaranteed Death Benefit Rider is in effect and the tests for
continuation of the Rider have been met, the Specified Amount of the Policy will
not lapse even if the Account Value less Outstanding Debt is not sufficient to
cover all the deductions from the Account Value on any Monthly Anniversary Day.
See "Guaranteed Death Benefit Rider", page 40.

30
<PAGE> 40

While the Guaranteed Death Benefit Rider is in effect, the Account Value of
the Policy may be reduced by monthly deductions, but not below zero. Any monthly
deductions which would reduce the Account Value below zero will be waived.

The Guaranteed Death Benefit Rider will be terminated if the Policy does
not meet the monthly tests, as explained in "Guaranteed Death Benefit Rider",
page 40, and the payment required under the Rider is not made within the Grace
Period. The payment required is the amount of the cumulative Monthly Guarantee
Premiums not paid plus not less than two additional Monthly Guarantee Premiums
(or the number of Monthly Guarantee Premiums remaining until the next Scheduled
Premium due date, if more than two). If the Guaranteed Death Benefit Rider is
terminated, the normal test for lapse will resume.

The Guaranteed Death Benefit Rider is not available on Policies offered or
issued for delivery to residents of the Commonwealth of Massachusetts and the
State of Texas, and, therefore, Grace Period and Lapse will be treated as
described in the immediately preceding section entitled "If the Guaranteed Death
Benefit Is Not In Effect".

REINSTATEMENT

The Company will reinstate a lapsed Policy (but not a Policy which has been
surrendered for its Surrender Value) at any time within five years after the
Monthly Anniversary Day immediately before the start of the Grace Period but
before the Maturity Date, provided the Company receives the following: (i) a
written application from the Policy Owner; (ii) evidence of insurability
satisfactory to the Company; (iii) payment of all monthly deductions that were
due and unpaid during the Grace Period; (iv) payment of an amount at least
sufficient to keep the Policy in force for three months after the date of
reinstatement; (v) payment of due and unpaid interest on Outstanding Debt to the
next succeeding Policy Anniversary Day, and (vi) the reinstatement fee.

When the Policy is reinstated, the Account Value will be equal to the
Account Value on the date of the lapse, subject to the following: (i) any
Outstanding Debt on the date of lapse must be paid or reinstated; and, (ii) no
interest on amounts held in the Company's Loan Account to secure Outstanding
Debt will be paid or credited between lapse and reinstatement. Reinstatement
will be effective as of the Monthly Anniversary Day on or preceding the date of
approval by the Company, and Account Value minus, if applicable, Outstanding
Debt will be allocated among the Subaccounts and the Guaranteed Interest Account
in accordance with the Policy Owner's most recent Scheduled Premium allocation
instructions.

The Company charges a fee of $100.00 to process a reinstatement.

CHARGES AND DEDUCTIONS

DEDUCTIONS FROM PREMIUMS

Certain charges are deducted from each premium payment under a Policy prior
to allocation of the net premium to the Policy Owner's Account Value. These
charges consists of the following items:

SALES CHARGE

The Company deducts a Sales Charge equal to 9% from each premium up to the
"Target Premium" paid in each year during the first ten Policy Years. The Sales
Charge does not apply to premium amounts in excess of the Target Premium paid
during the first ten Policy years, nor any premium paid after the tenth Policy
year. The Sales Charge is guaranteed not to exceed these amounts.

The Target Premium is an amount equal to the maximum amount of premium
which may be paid for a death benefit Option I Policy without violating the
limits imposed by the Federal income tax law definition of a modified endowment
contract. See "Modified Endowment Contracts," page 34. The Target Premium is not
based on the Scheduled Premium. The Target Premium for the Policy and Specified
Amount coverage segments added since the Policy Date will be stated in the
Policy.

31
<PAGE> 41

The Sales Charge is deducted to compensate the Company for the cost of
distributing the Policies. The amount derived by the Company from the Sales
Charge is not expected to be sufficient to cover the sales and distribution
expenses in connection with the Policies. To the extent that sales and
distribution expenses exceed Sales Charges, such expenses may be recovered from
other charges, including amounts derived indirectly from the charge for
mortality and expense risks and from mortality gains.

Upon a full surrender in the first three Policy years, if the Policy is not
in default, a portion of the Sales Charges previously deducted from premium
payments may be refunded. For Policies surrendered in the first Policy year, the
refund will be equal to the sum of all Sales Charge deductions in that Policy
year. For Policies surrendered in the second Policy year, the refund will be
equal to 66.67% of the Sales Charge deductions in the first Policy year. For
Policies surrendered in the third Policy year, the refund will be equal to
33.33% of the Sales Charges deductions in the first Policy year. No refund will
be paid if the Policy is in default.

TAX CHARGES

All states levy taxes on life insurance premium payments. The amount of
these taxes vary from state to state, and may vary from jurisdiction to
jurisdiction within a state. The Company currently deducts an amount equal to
the actual premium tax payable in the applicable jurisdiction to pay these
premium taxes. Currently, these taxes range from 0% to 4%. The Company does not
expect to make a profit from this charge.

A charge currently equal to 1.25% of each premium payment is deducted from
each premium to cover the estimated cost for the Federal income tax treatment of
deferred acquisition costs determined solely by the amount of life insurance
premiums received. The Company believes this charge for deferred acquisitions
costs is reasonable in relation to the Company's increased federal tax burden
under IRC Section 848 resulting from the receipt of premium payments. No charge
will be deducted where premiums received from a Policy Owner are not subject to
this tax. The Company does not expect to make a profit from this charge.

The Company reserves the right to increase or decrease the charge for taxes
due to any change in tax law or due to any change in the cost to the Company.

MONTHLY DEDUCTIONS FROM ACCOUNT VALUE

A charge called the monthly deduction is deducted from a Policy's Account
Value in the Subaccounts and Guaranteed Interest Account beginning on the Policy
Date and on each Monthly Anniversary Day thereafter. The monthly deduction
consists of the following items:

COST OF INSURANCE

This monthly charge compensates the Company for the anticipated cost of
paying death benefits in excess of Account Value to Beneficiaries of Insureds
who die. The amount of the charge is equal to a current cost of insurance rate
multiplied by the Net Amount at Risk under a Policy at the beginning of the
Policy Month. The Net Amount at Risk for these purposes is equal to the amount
of Base Death Benefit payable at the beginning of the Policy Month less the
Account Value at the beginning of the Policy Month.

The Policy contains guaranteed cost of insurance rates that may not be
increased. The guaranteed rates are based on the 1980 Commissioners Standard
Ordinary Smoker and Nonsmoker Mortality Tables. These rates are based on the
Age, sex, duration and underwriting class of the Insured. They are also based on
the gender of the Insured, except that unisex rates are used where appropriate
under applicable law, including in the states of Montana and Massachusetts and
in Policies purchased by employers and employee organizations in connection with
certain employment related insurance or benefit programs.

As of the date of this prospectus, the Company charges "current rates" that
are lower (i.e., less expensive) than the guaranteed rates, and the Company may
also change current rates in the future. Like the guaranteed rates, the current
rates also vary with the age, gender, smoking status, and underwriting class of
the Insured. In addition, they also vary with the Policy duration. The cost of
insurance rate generally increases with the Age of the Insured.

32
<PAGE> 42

Lower cost of insurance rates are offered at most ages for insured who
qualify for the standard underwriting class and whose applications are fully
underwritten, i.e., subject to evidence of insurability on the part of the
Insured. On the other hand, current insurance rates are generally higher if the
Policies are issued on a guaranteed issue basis, where evidence of insurability
is not required. Policies issued to employers, trustees and similar entities are
often issued on a guaranteed issue basis. Because only limited underwriting
information is obtained in this alternative underwriting procedure, Policies in
this underwriting class may present an additional mortality expense to the
Company relative to Policies which are fully underwritten. The additional risk
is generally reflected in higher current insurance rates, which are nevertheless
guaranteed not to exceed the 1980 Commissioners' Standard Ordinary Mortality
Tables.

The Company may offer insurance coverage up to $2 million on a guaranteed
issue or simplified issue basis under Policies in a single Case that meet our
requirements at the time of Policy issue.

If there have been increases in the Specified Amount, then for purposes of
calculating the cost of insurance charge, the Account Value will first be
applied to the initial Specified Amount. If the Account Value exceeds the
initial Specified Amount, the excess will then be applied to any increase in
Specified Amount in the order of the increases. If the Base Death Benefit equals
the Surrender Value multiplied by the applicable Death Benefit Percentage, any
increase in Account Value will cause an automatic increase in the Base Death
Benefit. The underwriting class and duration for such increase will be the same
as that used for the most recent increase in Specified Amount (that has not been
eliminated through a subsequent decrease in Specified Amount).

MORTALITY AND EXPENSE RISK CHARGE

Each month a charge is deducted for mortality and expense risks assumed by
the Company. During the first 10 Policy years, this charge is equal to 0.05% per
month of the amount in the Subaccounts of the Variable Account, which is
equivalent to an annual rate of 0.60% of the portion of the Policy Account Value
allocated to the Variable Account. Each month the Policy remains in force after
the tenth Policy Anniversary, the Mortality and Expense Risk Charge is expected
to be reduced to an amount equal to 0.025% per month of the Subaccount amount.
This is equivalent to 0.30% on an annualized basis. A reduction of the Mortality
and Expense Risk Charge to at least 0.45% on an annualized basis after the tenth
Policy Anniversary is guaranteed.

The mortality and expense risk charge is assessed to compensate the Company
for assuming mortality and expense risks under the Policies. The mortality risk
assumed is that Insureds, as a group, may live for a shorter period of time than
estimated and, therefore, the cost of insurance charges specified in the Policy
will be insufficient to meet the Company's actual claims. The expense risk the
Company assumes is that other expenses incurred in issuing and administering the
Policies and operating the Variable Account will be greater than the amount
estimated when setting the charges for these expenses. The Company will realize
a profit from this fee to the extent it is not needed to provide benefits and
pay expenses under the Policies. The Company may use this profit for other
purposes, including any distribution expenses not covered by the Sales Charge.

This charge is not assessed against the amount of the Account Value which
is allocated to the Guaranteed Interest Account, nor to amounts in the Loan
Account.

ADMINISTRATIVE CHARGE

An administrative charge of $7.50 is deducted monthly from the Account
Value. The administrative charge is assessed to reimburse the Company for the
expenses associated with administration and maintenance of the Policies. The
administrative charge is guaranteed never to exceed this amount. The Company
does not expect to profit from this charge.

33
<PAGE> 43

ISSUE CHARGE

An issue charge of $5.00 is deducted monthly from the Account Value for the
first three Policy years for Policies subject to medical underwriting. This
charge is $3.00 per month for the first three Policy years for Policies
underwritten on a guaranteed issue basis. The issue charge is assessed to
reimburse the Company for the expenses associated with the underwriting of the
Policy. The issue charge is guaranteed never to exceed these amount. The Company
does not expect to profit from this charge.

GUARANTEED DEATH BENEFIT CHARGE

If the Guaranteed Death Benefit Rider has been elected, a charge of $0.01
per thousand dollars of Policy Specified Amount is deducted each month the Rider
is in effect. This charge is guaranteed never to exceed this amount.

The Guaranteed Death Benefit Rider is not available on Polices offered or
issued for delivery to residents of the Commonwealth of Massachusetts or the
State of Texas.

OTHER OPTIONAL INSURANCE BENEFITS CHARGES

The monthly deduction will include charges for any other optional insurance
benefits added to the Policy by Rider, including the Term Insurance Rider. See
"Other Optional Insurance Benefits," page 40.

As with the Base Death Benefit, the Term Insurance Rider contains
guaranteed cost of insurance rates that may not be increased, and current rates
which are lower than the guaranteed rates. These rates also vary based on the
underwriting class.

CORPORATE PURCHASERS

The Policy is available for purchase by individuals and by corporations and
other institutions. For corporate or other group or sponsored arrangements
purchasing one or more Policies constituting a Case, the Company may reduce the
amount of the Sales Charge, mortality and expense risk charge, underwriting
charge or issue charge where the expenses associated with the sale of the Policy
or Policies or the underwriting or other administrative costs associated with
the Policy or Policies are reduced. Sales, underwriting or other administrative
expenses may be reduced for reasons such as expected economies resulting from a
corporate purchase or a group or sponsored arrangement, from the amount of the
initial premium payment or projected premium payments. In addition, the Company
may reduce the minimum Specified Amount, Target Death Benefit, or Minimum Annual
Premium for the Policies representing the Case. Any reduction will be reasonable
and will apply uniformly to all prospective Policy purchasers in the class and
will not be unfairly discriminatory to the interests of any Policy Owner.

TRANSACTION AND OTHER CHARGES

A Partial Surrender fee will be deducted from the Account Value for each
Partial Surrender Transaction. The fee will equal the lesser of $25 and 2% of
the Partial Surrender amount. This charge is guaranteed not to exceed these
amounts.

The Company assesses a $50 charge on transfers of Account Value between the
Subaccounts which exceed twelve in any Policy year. The Company assesses a $150
charge upon the exercise of the Exchange of Insured Rider and $150 on
reinstatement of a lapsed Policy. The Company also assesses a fee of $25 for
more than two changes is the premium allocation percentages in any Policy year.
These charges are guaranteed not to exceed this amount.

The Company may charge the Subaccounts for federal income taxes incurred by
the Company that are attributable to the Variable Account and its Subaccounts.
No such charge is currently assessed. See "Charge for Company Income Taxes,"
page 59.

The Company will bear the direct operating expenses of the Variable
Account. The Subaccounts purchase shares of the corresponding Portfolio of the
underlying Fund. The Fund and each of its Portfolios

34
<PAGE> 44

incur certain charges including the investment advisory fee and certain
operating expenses. The Funds are governed by their Boards. The Fund's expenses
are not fixed or specified under the terms of the Policy. The advisory fees and
other expenses are more fully described in the prospectuses of the Funds.

GUARANTEE OF CERTAIN CHARGES

The Company guarantees that certain charges will not increase. This
includes the sales charge, the guaranteed cost of insurance rates, the mortality
and expense risk charge, the administrative charge, the issue charge, the
Guaranteed Death Benefit charge, and certain transaction charges. Any changes in
the current cost of insurance charge related to the Base Death Benefit or the
monthly charge for the Term Insurance Rider will be made by class of Insured and
will be based on changes in future expectations with respect to investment
earnings, mortality, length of time policies will remain in effect, expenses,
and taxes. In no event will they exceed the guaranteed rates defined in the
Policy.

OTHER INFORMATION

FEDERAL INCOME TAX CONSIDERATIONS

The following discussion provides a general description of the federal
income tax considerations relating to the Policy. This discussion is based upon
the Company's understanding of the present federal income tax laws as they are
currently interpreted by the Internal Revenue Service ("IRS"). This discussion
is not intended as tax advice. Because of the inherent complexity of such laws
and the fact that tax results will vary according to the particular
circumstances of the individual involved, tax advice may be needed by a person
contemplating the purchase of the Policy. It should, therefore, be understood
that these comments concerning federal income tax consequences are not an
exhaustive discussion of all tax questions that might arise under the Policy and
that special rules which are not discussed herein may apply in certain
situations. Moreover, no representation is made as to the likelihood of
continuation of federal income tax or estate or gift tax laws or of the current
interpretations by the IRS or the courts. Future legislation may adversely
affect the tax treatment of life insurance policies or other tax rules described
in this discussion or that relate directly or indirectly to life insurance
policies. Finally, these comments do not take into account any state or local
income tax considerations which may be involved in the purchase of the Policy.

DEFINITION OF LIFE INSURANCE

Section 7702 of the Internal Revenue Code (the "Code") provides that if one
of two alternate tests are met, a policy will be treated as a life insurance
policy for federal tax purposes. These tests are referred to as the "Guideline
Premium/Cash Value Corridor Test" and the "Cash Value Accumulation Test".

The Guideline Premium/Cash Value Corridor Test provides for, among other
things, (i) a maximum allowable premium per thousand dollars of death benefit,
known as the "guideline annual premium", and (ii) a minimum ongoing "corridor"
of death benefit in relation to the Surrender Value of the Policy, known as the
"Guideline Premium/Cash Value Corridor Test Death Benefit Percentage." In most
situations, the death benefit that results from the Guideline Premium/Cash Value
Corridor Test will ultimately be less than the amount required under the Cash
Value Accumulation Test. See Appendix A, page 72, for a table of the Guideline
Premium/Cash Value Corridor Test factors.

Under the Cash Value Accumulation Test, there is no limit to the amount
that may be paid in premiums as long as there is enough death benefit in
relation to the Policy Surrender Value at all times. The death benefit at all
times must be at least equal to an actuarially determined factor, referred to as
the "Cash Value Accumulation Test Death Benefit Percentage", which depends on
the Insured's Age, sex and underwriting class at any point in time. See Appendix
B, page 73, for the tables of the Cash Value Accumulation Test factors.

The policy allows the Policy Owner to choose, at issue, which definition of
life insurance test will apply to the Policy. Regardless of which test is
chosen, the Company will at all times assure the Policy meets the statutory
definition which qualifies the Policy as life insurance for Federal income tax
purposes. Therefore, the

35
<PAGE> 45

Company believes that the Policy meets this statutory definition of life
insurance and hence will receive federal income tax treatment consistent with
that of fixed life insurance. Thus, the death benefit should be excludable from
the gross income of the Beneficiary (whether the Beneficiary is a corporation,
individual or other entity) under Section 101(a)(1) of the Code for purposes of
the regular federal income tax and the Policy Owner generally should not be
deemed to be in constructive receipt of the cash values under the Policy until a
full surrender thereof, maturity of the Policy, or Partial Surrender. In
addition, certain Policy loans may be taxable in the case of Policies that are
modified endowment contracts. Prospective Policy Owners that intend to use
Policies to fund deferred compensation arrangements for their employees are
urged to consult their tax advisors with respect to the tax consequences of such
arrangements. Prospective corporate Owners should consult their tax advisors
about the treatment of life insurance in their particular circumstances for
purposes of the alternative minimum tax applicable to corporations.

The favorable tax treatment of Section 101(a)(1) will not apply to benefits
paid at the maturity of the Policy (age 95). See "Benefits at Maturity," page
42. Also, any interest payment accrued on death proceeds paid either as a lump
sum or other than in one lump sum may be subject to tax. See "Payment
Plan/Settlement Provisions," page 66.

DIVERSIFICATION REQUIREMENTS

To comply with regulations under Section 817(h) of the Code, each Portfolio
is required to diversify its investments. Generally, a Portfolio is required to
diversify its investments so that on the last day of each quarter of a calendar
year, no more than 55% of the value of its assets is represented by any one
investment, no more than 70% is represented by any two investments, no more than
80% is represented by any three investments, and no more than 90% is represented
by any four investments. Securities of a single issuer generally are treated for
purposes of Section 817(h) as a single investment. However, for this purpose,
each US Government agency or instrumentality is treated as a separate issuer,
and any security issued, guaranteed, or insured (to the extent so guaranteed or
insured) by the US or by an agency or instrumentality of the US is treated as a
security issued by the US Government or its agency or instrumentality, whichever
is applicable.

While there should be no question that, for federal income tax purposes,
the Portfolio shares underlying the Policies are owned by the Company and not by
a Policy Owner or any Beneficiary, no representation is or can be made regarding
the likelihood of the continuation of current interpretations by the IRS.

TAX TREATMENT OF POLICIES

The Technical and Miscellaneous Revenue Act of 1988 established a new class
of life insurance contracts referred to as modified endowment contracts. With
the enactment of this legislation, the Policies will be treated for tax purposes
in one of two ways. Policies that are not classified as modified endowment
contracts will be taxed as conventional life insurance contracts, as described
below. Taxation of pre-death distributions from Policies that are classified as
modified endowment contracts is somewhat different, as described below.

A life insurance contract becomes a "modified endowment contract" if, at
any time during the first seven contract years, the sum of actual premiums paid
exceeds the sum of the "seven-pay premium." Generally, the "seven-pay premium"
is the level annual premium, such that if paid for each of the first seven
years, will fully pay for all future death and endowment benefits under a
contract. For example, if the "seven-pay premiums" were $1,000, the maximum
premiums that could be paid during the first seven years to avoid "modified
endowment" treatment would be $1,000 in the first year; $2,000 through the first
two years and $3,000 through the first three years, etc. Under this test, a
Policy may or may not be a modified endowment contract, depending on the amount
of premiums paid during each of the Policy's first seven contract years. Changes
in benefits may require retesting to determine if the Policy is to be classified
as a modified endowment contract.

CONVENTIONAL LIFE INSURANCE POLICIES

If a Policy is not a modified endowment contract, upon full surrender or
maturity of a Policy for its Surrender Value, the excess, if any, of the
Surrender Value plus any Outstanding Debt over the cost basis under a Policy
will be treated as ordinary income for federal income tax purposes. A Policy's
cost basis will

36
<PAGE> 46

usually equal the premiums paid less any premiums previously recovered through
Partial Surrenders. Under Section 7702 of the Code, special rules apply to
determine whether part or all of the cash received through Partial Surrenders in
the first 15 Policy years is paid out of the income of the Policy and therefore
subject to income tax. Cash distributed to a Policy Owner on Partial Surrenders
occurring more than 15 years after the Policy Date will be taxable as ordinary
income to the Policy Owner to the extent that it exceeds the cost basis under a
Policy.

The Company also believes that loans received under Policies that are not
modified endowment contracts will be treated as indebtedness of the Owner, and
that no part of any loan under the Policy will constitute income to the Owner
unless the Policy is surrendered or upon maturity of the Policy. Under current
law, Interest paid (or accrued by an accrual basis taxpayer) on a loan under a
Policy that is not a modified endowment contract may be deductible, subject to
several limitations, depending on the use to which the proceeds are put and the
tax rules applicable to the Policy Owner. If, for example, the loan proceeds are
used by an individual for business or investment purposes, all or part of the
interest expense may be deductible. Generally, if the Policy Loan is used for
personal purposes by an individual, the interest expense is not deductible. The
deductibility of loan interest (whether incurred under a Policy Loan or on other
indebtedness) also may be subject to other limitations. For example, where the
interest is paid (or accrued by an accrued basis taxpayer) on a loan under a
Policy covering the life of an officer, employee, or person financially
interested in the trade or business of the Policy Owners, the interest may be
deductible to the extent that the interest is attributable to the first $50,000
of the Outstanding Debt. Other tax law provisions may limit the deduction of
interest payable on loan proceeds that are used to purchase or carry certain
life insurance policies. Pending legislation may further reduce the
deductibility of loan interest on Policy loans.

MODIFIED ENDOWMENT CONTRACTS

Pre-death distributions from modified endowment contracts may give rise to
taxable income. Upon full surrender or maturity of the Policy, the Policy Owner
would recognize ordinary income for federal income tax purposes equal to the
amount by which the Surrender Value plus Outstanding Debt exceeds the investment
in the Policy (usually the premiums paid plus certain pre-death distributions
that were taxable less any premiums previously recovered that were excludable
from gross income). Upon taking a Partial Surrender or Policy loan, the Policy
Owner would recognize ordinary income to the extent allocable to income (which
includes all previously non-taxed gains) on the Policy. The amount allocated to
income is the amount by which the Surrender Value of the Policy exceeds
investment in the Policy immediately before the distribution. Under a tax law
provision, if two or more policies which are classified as modified endowment
contracts are purchased from any one insurance company, including the Company,
during any calendar year, all such policies will be aggregated for purposes of
determining the portion of the pre-death distributions allocable to income on
the policies and the portion allocable to investment in the policies.

Amounts received under a modified endowment contract that are included in
gross income are subject to an additional tax equal to 10% of the amount
included in gross income, unless an exception applies. The 10% additional tax
does not apply to any amount received: (i) when the taxpayer is at least 59 1/2
years old; (ii) which is attributable to the taxpayer becoming disabled; or
(iii) which is part of a series of substantially equal periodic payments (not
less frequently than annually) made for the life (or life expectancy) of the
taxpayer or the joint lives (or joint life expectancies) of the taxpayer and his
or her beneficiary.

If a Policy was not originally a modified endowment contract but becomes
one, under Treasury Department regulations which are yet to be prescribed,
pre-death distributions received in anticipation of a failure of a Policy to
meet the seven-pay premium test are to be treated as pre-death distributions
from a modified endowment contract (and, therefore, are to be taxable as
described above) even though, at the time of the distribution(s), the Policy was
not yet a modified endowment contract. For this purpose, pursuant to the Code,
any distribution made within two years before the Policy is classified as a
modified endowment contract shall be treated as being made in anticipation of
the Policy's failing to meet the seven-pay premium test.

It is unclear whether interest paid (or accrued by an accrual basis
taxpayer) on Outstanding Debt with respect to a modified endowment contract
constitutes interest for federal income tax purposes. If it does

37
<PAGE> 47

constitute interest, it may be deductible, subject to several limitations,
depending on the use to which the proceeds are put and the tax rules applicable
to the Policy Owner. If, for example, the loan proceeds are used by an
individual for business or investment purposes, all or part of the interest
expense may be deductible. Generally, if the Policy loan is used for personal
purposes by an individual, the interest expense is not deductible. The
deductibility of loan interest (whether incurred under a Policy Loan or on other
indebtedness) also may be subject to other limitations. For example, where the
interest is paid (or accrued by an accrual basis taxpayer) on a loan under a
Policy covering the life of an officer, employee, or person financially
interested in the trade or business of the Policy Owners, the interest may be
deductible to the extent that the interest is attributable to the first $50,000
of the Outstanding Debt. Other tax law provisions may limit the deduction of
interest payable on loan proceeds that are used to purchase or carry certain
life insurance policies. Pending legislation may further reduce the
deductibility of loan interest on Policy loans.

REASONABLENESS REQUIREMENT FOR CHARGES

Another provision of the tax law deals with allowable charges for mortality
costs and other expenses that are used in making calculations to determine
whether a contract qualifies as life insurance for federal income tax purposes.
For life insurance policies entered into on or after October 21, 1988, these
calculations must be based upon reasonable mortality charges and other charges
reasonably expected to be actually paid. The Treasury Department is expected to
promulgate regulations governing reasonableness standards for mortality charges.
The Company believes that the mortality costs and other expenses used in making
calculations to determine whether the Policy qualifies as life insurance meet
the current requirements. It is possible that future regulations will contain
standards that would require the Company to modify its mortality charges used
for the purposes of the calculations in order to retain qualification of the
Policy as life insurance for federal income tax purposes, and the Company
reserves the right to make any such modifications.

PENSION AND PROFIT-SHARING PLANS

If the Policies described in this Prospectus are purchased by a fund which
forms part of a pension or profit-sharing plan qualified under Sections 401(a)
or 403 of the Code for the benefit of participants covered under the plan, the
federal income tax treatment of such policies will be somewhat different from
that described above.

If purchased as part of a pension or profit sharing plan, the current cost
of insurance for the net amount at risk is treated as a "current fringe benefit"
and is required to be included annually in the plan participant's gross income.
This cost (generally referred to as the "P.S. 58" cost) is reported to the
participant annually. If the plan participant dies while covered by the plan and
the policy proceeds are paid to the participant's beneficiary, then the excess
of the death benefit over the Policy Surrender Value will not be subject to
Federal income tax. However, the Policy Surrender Value will generally be
taxable to the extent it exceeds the sum of $5,000 plus the participant's cost
basis in the Policy. The participant's cost basis will generally include the
costs of insurance previously reported as income to the participant. Special
rules may apply if the participant had borrowed from his Policy or was an
owner-employee under the plan.

There are limits on the amounts of life insurance that may be purchased on
behalf of a participant in a pension or profit sharing plan. Complex rules, in
addition to those discussed above, apply whenever life insurance is purchased by
a tax qualified plan.

OTHER EMPLOYEE BENEFIT PROGRAMS

Complex rules may apply when a Policy is held by an employer or a trust, or
acquired by an employee, in connection with the provision of employee benefits.
These Policy Owners also must consider whether the Policy was applied for by or
issued to a person having an insurable interest under applicable state law, as
the lack of insurable interest may, among other things, affect the qualification
of the Policy as life insurance for federal income tax purposes and the right of
the beneficiary to death benefits. Employers and employer-created trusts may be
subject to reporting, disclosure, and fiduciary obligations under the Employee

38
<PAGE> 48

Retirement Income Security Act of 1974 (ERISA). The Policy Owners legal advisor
should be consulted to address these issues.

OTHER

Federal estate and gift and state and local estate, inheritance, and other
tax consequences of ownership or receipt of Policy proceeds depend on the
jurisdiction and the circumstances of each Owner or Beneficiary.

For complete information on federal, state, local and other tax
considerations, a qualified tax advisor should be consulted.

THE COMPANY DOES NOT MAKE ANY GUARANTEE REGARDING
THE TAX STATUS OF ANY POLICY.

CHARGE FOR COMPANY INCOME TAXES

For federal income tax purposes, variable life insurance generally is
treated in a manner consistent with fixed life insurance. The Company will
review the question of a charge to the Variable Account for the Company's
federal income taxes periodically. A charge may be made for any federal income
taxes incurred by the Company that are attributable to the Variable Account.
This might become necessary if the tax treatment of the Company is ultimately
determined to be other than what the Company currently believes it to be, if
there are changes made in the federal income tax treatment of variable life
insurance at the insurance company level, or if there is a change in the
Company's tax status.

Under current laws, the Company may incur state and local taxes (in
addition to premium taxes imposed by the states) in several states. At present,
these taxes are not significant. If there is a material change in applicable
state or local tax laws or in the cost to the Company, the Company reserves the
right to charge the Account for such taxes, if any, attributable to the Account.

VOTING OF FUND SHARES

In accordance with its view of present applicable law, the Company will
exercise voting rights attributable to the shares of each portfolio of the Funds
held in the Subaccounts at any regular and special meetings of the shareholders
of the Funds on matters requiring shareholder voting under the Investment
Company Act of 1940. The Company will exercise these voting rights based on
instructions received from persons having the voting interest in corresponding
Subaccounts of the Variable Account. However, if the Investment Company Act of
1940 or any regulations thereunder should be amended, or if the present
interpretation thereof should change, and as a result the Company determines
that it is permitted to vote the shares of the Funds in its own right, it may
elect to do so.

The person having the voting interest under a Policy is the Policy Owner.
Unless otherwise required by applicable law, the number of votes as to which a
Policy Owner will have the right to instruct for any Portfolio will be
determined by dividing a Policy Owner's Account Value in the Subaccount which
corresponds to the Portfolio by $100. Fractional votes will be counted. The
number of votes as to which a Policy Owner will have the right to instruct will
be determined as of the date determined by the Company, but in no event shall
such date be more than 90 days prior to the date established by the respective
Fund for determining shareholders eligible to vote at the meeting of the
respective Fund. If required by the Securities and Exchange Commission, the
Company reserves the right to determine in a different fashion the voting rights
attributable to the shares of the respective Fund based upon the instructions
received from Policy Owners. Voting instructions may be cast in person or by
proxy.

Voting rights attributable to the Policy Owner's Account Value held in each
Subaccount for which no timely voting instructions are received will be voted by
the Company in the same proportion as the voting instructions which are received
in a timely manner for all Policies participating in that Subaccount. The
Company will also exercise the voting rights from assets in each Subaccount
which are not otherwise attributable to Policy Owners, if any, in the same
proportion as the voting instructions which are received in

39
<PAGE> 49

a timely manner for all Policies participating in that Subaccount and generally
will exercise voting rights attributable to shares of Portfolios of the Funds
held in its General Account, if any, in the same proportion as votes cast with
respect to shares of Portfolios of the Funds held by the Variable Account and
other separate accounts of the Company, in the aggregate.

DISREGARD OF VOTING INSTRUCTIONS

The Company may, when required by state insurance regulatory authorities,
disregard voting instructions if the instructions require that voting rights be
exercised so as to cause a change in the subclassification or investment
objective of a Portfolio or to approve or disapprove an investment advisory
contract. In addition, the Company itself may disregard voting instructions of
changes initiated by Policy Owners in the investment policy or the investment
adviser (or portfolio manager) of a Portfolio, provided that the Company's
disapproval of the change is reasonable and is based on a good faith
determination that the change would be contrary to state law or otherwise
inappropriate, considering the Portfolio's objectives and purpose, and
considering the effect the change would have on the Company. In the event the
Company does disregard voting instructions, a summary of that action and the
reasons for such action will be included in the next report to Policy Owners.

REPORT TO POLICY OWNERS

A statement will be sent at least annually to each Policy Owner setting
forth a summary of the transactions which occurred since the last statement and
indicating the Target Death Benefit, Base Death Benefit, Specified Amount,
Account Value, Surrender Value, and any Outstanding Debt. In addition, the
statement will indicate the allocation of Account Value among the Guaranteed
Interest Account, the Loan Account and the Subaccounts and any other information
required by law. Confirmations will be sent out upon premium payments,
transfers, loans, loan repayments, and Partial and full surrenders.

Each Policy Owner will also receive an annual and a semiannual report
containing financial statements for the Variable Account and the Funds, the
latter of which will include a list of the portfolio securities of the Funds, as
required by the Investment Company Act of 1940, and/or such other reports as may
be required by federal securities laws.

SUBSTITUTION OF INVESTMENTS AND RIGHT TO CHANGE OPERATIONS

The Company reserves the right, subject to compliance with the law as then
in effect, to make additions to, deletions from, or substitutions for the
securities that are held by the Variable Account or any of its other separate
accounts or that the Variable Account or any of its other separate accounts may
purchase. If shares of any or all of the Portfolios of the Funds should no
longer be available for investment, or if, in the judgment of the Company's
management, further investment in shares of any or all Portfolios of the Funds
should become inappropriate in view of the purposes of the Policies, the Company
may substitute shares of another Portfolio of the Funds or of a different fund
for shares already purchased, or to be purchased in the future under the
Policies.

Where required, the Company will not substitute any shares attributable to
a Policy Owner's interest in a Variable Account without notice, Policy Owner
approval, or prior approval of the Securities and Exchange Commission and
without following the filing or other procedures established by applicable state
insurance regulators.

The Company also reserves the right to establish additional Subaccounts of
the Variable Account, each of which would invest in a new portfolio of the
Funds, or in shares of another investment company, a portfolio thereof, or
another suitable investment vehicle, with a specified investment objective. New
Subaccounts may be established when, in the sole discretion of the Company,
marketing needs or investment conditions warrant, and any new Subaccounts will
be made available to existing Policy Owners on a basis to be determined by the
Company. The Company may also eliminate one or more Subaccounts if, in its sole
discretion, marketing, tax, or investment conditions so warrant.

40
<PAGE> 50

In the event of any such substitution or change, the Company may, by
appropriate endorsement, make such changes in this and other policies as may be
necessary or appropriate to reflect such substitution or change. If deemed by
the Company to be in the best interests of persons having voting rights under
the Policies, the Variable Account may be operated as a management investment
company under the Investment Company Act of 1940 or any other form permitted by
law, it may be deregistered under that Act in the event such registration is no
longer required, or it may be combined with other separate accounts of the
Company or an affiliate thereof. Subject to compliance with applicable law, the
Company also may combine one or more Subaccounts and may establish a committee,
board, or other group to manage one or more aspects of the operation of the
Variable Account.

CHANGES TO COMPLY WITH LAW

The Company reserves the right to make any change without consent of Policy
Owners to the provisions of the Policy to comply with, or give Policy Owners the
benefit of, any Federal or State statute, rule, or regulation, including but not
limited to requirements for life insurance contracts under the Internal Revenue
Code, under regulations of the United States Treasury Department or any state.

PERFORMANCE INFORMATION

Performance information for the Subaccounts of the Variable Account may
appear in advertisements, sales literature, or reports to Policy Owners or
prospective purchasers. Performance information in advertisements or sales
literature may be expressed in any fashion permitted under applicable law, which
may include presentation of a change in a Policy Owner's Account Value
attributable to the performance of one or more Subaccounts, or as a change in
Policy Owner's death benefit. Performance quotations may be expressed as a
change in a Policy Owner's Account Value over time or in terms of the average
annual compounded rate of return on the Policy Owner's Account Value, based upon
a hypothetical Policy in which premiums have been allocated to a particular
Variable Account over certain periods of time that will include one, five and
ten years, or from the commencement of operation of the Variable Account if less
than one, five, or ten years. Any such quotation may reflect the deduction of
all applicable charges to the Policy including premium load, the cost of
insurance, the administrative charge, and the mortality and expense risk charge.
The quotation may also reflect the refund of the Sales Charge, if applicable, by
assuming a surrender at the end of the particular period, although other
quotations may simultaneously be given that do not assume a surrender and do not
take into account refund of the Sales Charge.

Performance information for the Variable Account may be compared, in
advertisements, sales literature, and reports to Policy Owners to: (i) other
variable life separate accounts or investment products tracked by research
firms, ratings services, companies, publications, or persons who rank separate
accounts or investment products on overall performance or other criteria; and
(ii) the Consumer Price Index (measure for inflation) to assess the real rate of
return from the purchase of a Policy. Reports and promotional literature may
also contain the Company's rating or a rating of the Company's claim paying
ability as determined by firms that analyze and rate insurance companies and by
nationally recognized statistical rating organizations.

Performance information for any Subaccount of the Variable Account reflects
only the performance of a hypothetical Policy whose Account Value is allocated
to the Variable Account during a particular time period on which the
calculations are based. Performance information should be considered in light of
the investment objectives and policies, characteristics and quality of the
Portfolios of the Funds in which the Variable Account invests, and the market
conditions during the given period of time, and should not be considered as a
representation of what may be achieved in the future.

THE GUARANTEED INTEREST ACCOUNT

Policy Owners may allocate all or a portion of their net premiums and
transfer Account Value to the Guaranteed Interest Account of the Company.
Amounts allocated to the Guaranteed Interest Account become part of the "General
Account" of the Company, which supports insurance and annuity obligations.

41
<PAGE> 51

Descriptions of the Guaranteed Interest Account are included in this Prospectus
for the convenience of the Purchaser. The Guaranteed Interest Account and the
General Account of the Company have not been registered under the Securities Act
of 1933 and the Investment Company Act of 1940. Accordingly, neither the
Guaranteed Interest Account nor any interest therein is generally subject to the
provisions of these Acts and, as a result, the staff of the Securities and
Exchange Commission has not reviewed the disclosure in this prospectus relating
to the Guaranteed Interest Account. Disclosures regarding the Guaranteed
Interest Account may, however, be subject to certain generally applicable
provisions of the federal securities laws relating to the accuracy and
completeness of statements made in the prospectus. For more details regarding
the Guaranteed Interest Account, see the Policy.

GENERAL DESCRIPTION

Amounts allocated to the Guaranteed Interest Account become part of the
General Account of Company which consists of all assets owned by the Company
other than those in the Variable Account and other separate accounts of the
Company. Subject to applicable law, the Company has sole discretion over the
investment of the assets of its General Account.

The Policy Owner may elect to allocate net premiums to the Guaranteed
Interest Account, the Variable Account, or both. The Policy Owner may also
transfer Account Value from the Subaccounts of the Variable Account to the
Guaranteed Interest Account, or from the Guaranteed Interest Account to the
Subaccounts, subject to the limitations described below. The Company guarantees
that the Account Value in the Guaranteed Interest Account will be credited with
a minimum interest rate of 0. % daily, compounded daily, for a minimum
effective annual rate of 4.0%. Such interest will be paid regardless of the
actual investment experience of the Guaranteed Interest Account. In addition,
Company may in its sole discretion declare current interest in excess of the
4.0% annual rate., After the tenth Policy anniversary, it is expected the annual
interest rates that apply to the Account Value in the Guaranteed Interest
Account will be 0.3% higher than otherwise applicable.

The Company bears the full investment risk for the Account Value allocated
to the Guaranteed Interest Account.

LIMITATIONS ON AMOUNTS IN THE GUARANTEED INTEREST ACCOUNT

No net premium or transfer to the Guaranteed Interest Account will be
accepted which would cause the Guaranteed Interest Account to exceed $250,000 on
the date of payment or transfer. The Company reserves the right to increase or
decrease this limit in the future. For payments which exceed the limit, the
Company will accept the portion of the payment up to $250,000 and will return
the excess payment to the Policy Owner. For transfers which exceed the limit,
the Company will accept the portion of the transfer up to the $250,000. The
amount of the requested transfer which would otherwise cause the Guaranteed
Interest Account to exceed $250,000 will be retained in the Subaccounts in the
same proportion that the amount actually transferred bears to the total
requested transfer amount. These limits are waived in the event the Policy Owner
elects the Right to Exchange Policy. See "Right to Exchange Policy", page 32.

POLICY CHARGES

Deductions from premium and all monthly deductions from the Account Value,
other than the mortality and expense risk fee, will be the same for Policy
Owners who allocate net premiums or transfer Account Value to the Guaranteed
Interest Account as for Policy Owners who allocate net premiums to the
Subaccounts. These charges include the sales and tax charges and the charges for
the cost of insurance, administrative charge, issue charge and the charge for
the Term Insurance Rider. Fees for Partial Surrenders and transfer charges will
also be deducted from the Guaranteed Interest Account. The mortality and expense
risk fee will not be charged against the Account Value allocated to the
Guaranteed Interest Account.

Charges applicable to the Portfolios, including the operating expenses of
the Portfolios, as well as the investment advisory fee charged by the Portfolio
managers, will not be paid directly or indirectly by Policy Owners to the extent
the Account Value is allocated to the Guaranteed Interest Account. Any amounts
that

42
<PAGE> 52

the Company pays for income taxes allocable to the Subaccounts will not be
charged against the Guaranteed Interest Account. However, it is important to
remember that Policy Owners will not participate in the investment experience of
the Subaccounts to the extent that Account Values are allocated to the
Guaranteed Interest Account.

TRANSFERS

Amounts may be transferred after the Free Look Period from the Subaccounts
to the Guaranteed Interest Account and from the Guaranteed Interest Account to
the Subaccounts, subject to the following limitations.

Transfers to the Guaranteed Interest Account may be made at any time and in
any amount, subject to the $250,000 limit on total amounts allocated to the
Guaranteed Interest Account referenced above. These limits are waived in the
event the Policy Owner elects the Right to Exchange the Policy. See "Right to
Exchange Policy", page 32.

Transfers from the Guaranteed Interest Account to the Subaccounts are
limited to one in any Policy year. Further, transfers from the Guaranteed
Interest Account are limited to the greater of $5,000 and 25% of the Account
Value allocated to the Guaranteed Interest Account on the date of the transfer.
Transfers from the Guaranteed Interest Account may only be made during the time
period which begins on the Policy Anniversary and which ends 30 days after the
Policy Anniversary. If the transfer request is received on the Policy
Anniversary, it will be processed as of the Policy Anniversary; if it is
received within 30 days after the Policy Anniversary, the transfer will be
effective as of the Valuation Date when it is received. Any request received
within 10 days before the Policy Anniversary will be deemed received on the
Policy Anniversary. Any transfer requests received at other times will not be
honored, and will be returned to the Policy Owner.

The Company assesses a $50 charge on transfers of Account Value between the
Subaccounts or between the Guaranteed Interest Account and the Subaccounts which
exceed twelve in any Policy year. In addition, the Company reserves the right to
impose other limitations on the number of transfers, the amount of transfers,
and the amount remaining in the Guaranteed Interest Account or Subaccounts after
a transfer.

SURRENDERS AND POLICY LOANS

The Policy Owner may also make full surrenders and Partial Surrenders from
the Guaranteed Interest Account to the same extent as a Policy Owner who has
invested in the Subaccounts. See "Full Surrender," page 47, and "Partial
Surrenders", page 47. Transfers and surrenders payable from the Guaranteed
Interest Account, and the payment of Policy loans allocated to the Guaranteed
Interest Account, may be delayed for up to six months.

MORE ABOUT THE POLICY

OWNERSHIP

The Policy Owner is the individual named as such in the application or in
any later change shown in the Company's records. While the Insured is living,
the Policy Owner alone has the right to receive all benefits and exercise all
rights that the Policy grants or the Company allows.

JOINT OWNERS

If more than one person is named as Policy Owner, they are joint owners.
Any Policy transaction requires the signature of all persons named jointly.
Unless otherwise provided, if a joint owner dies, ownership passes to the
surviving joint owner(s). When the last joint owner dies, ownership passes
through that person's estate, unless otherwise provided.

43
<PAGE> 53

BENEFICIARY

The Beneficiary is the individual named as such in the application or any
later change shown in the Company's records. The Policy Owner may change the
Beneficiary at any time during the life of the Insured by written request on
forms provided by the Company, which must be received by the Company at the
Customer Service Center. The change will be effective as of the date this form
is signed. Contingent and/or concurrent Beneficiaries may be designated. The
Policy Owner may designate a permanent Beneficiary, whose rights under the
Policy cannot be changed without his or her consent. Unless otherwise provided,
if no designated Beneficiary is living upon the death of the Insured, the Policy
Owner or the Policy Owner's estate is the Beneficiary.

The Company will pay the death benefit proceeds to the Beneficiary. Unless
otherwise provided, in order to receive proceeds at the Insured's death, the
Beneficiary must be living at the time of the Insured's death.

THE POLICY

This Policy is a contract between the Policy Owner and the Company. The
entire contract consists of the Policy, a copy of the initial application, all
subsequent applications to change the Policy, any endorsements, all Riders, and
all additional Policy information sections (specification pages) added to the
Policy.

NOTIFICATION AND CLAIMS PROCEDURES

Any election, designation, change, assignment, or request made by the
Policy Owner must be in writing on a form acceptable to the Company. The Company
is not liable for any action taken before such written notice is received and
recorded. The Company may require that the Policy be returned for any Policy
change or upon its surrender.

In the event of an Insured's death while the Policy is in force notice
should be given to the Company at the Customer Service Center as soon as
possible. Claim procedure instructions will be sent immediately. As due proof of
death, the Company may require proof of Age and a certified copy of a death
certificate. The Company may also require the Beneficiary and the Insured's next
of kin to sign authorizations as part of this process. These authorization forms
allow the Company to obtain information about the Insured, including but not
limited to medical records of physicians and hospitals used by the Insured.

PAYMENTS

The Company will pay death benefit proceeds, the Surrender Value on
surrender, Partial Surrenders, and loan proceeds based on allocations made to
the Subaccounts, and will effect a transfer between Subaccounts or from the
Variable Account to the Guaranteed Interest Account within seven days after the
Company receives all the information needed to process a payment.

However, the Company can postpone the calculation or payment of such a
payment or transfer of amounts based on investment performance of the
Subaccounts if:

- The New York Stock Exchange is closed on other than customary weekend
and holiday closing or trading on the New York Stock Exchange is
restricted as determined by the SEC; or

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

- The SEC by order permits postponement for the protection of Policy
Owners.

PAYMENT PLAN/SETTLEMENT PROVISIONS

Maturity or surrender benefits may be used to purchase a payment plan
providing monthly income for the lifetime of the Insured, and death benefit
proceeds may be used to purchase a payment plan providing monthly income for the
lifetime of the Beneficiary. The monthly payments consisting of proceeds plus
interest will be

44
<PAGE> 54

paid in equal installments for at least ten years. The purchase rates for the
payment plan are guaranteed not to exceed those shown in the Policy, but current
rates that are lower (i.e., providing greater income) may be established by the
Company from time to time. This benefit is not available if the income would be
less than $25 a month. Maturity or surrender benefits or death benefit proceeds
may be used to purchase any other payment plan that the Company makes available
at that time.

PAYMENT IN CASE OF SUICIDE

If the Insured dies by suicide, while sane or insane, within two years from
the Policy Date or Reinstatement Date, the Company will limit the death benefit
proceeds to the premium payments less any Partial Surrender amounts (and their
fees) and less any Outstanding Debt. If an Insured dies by suicide, while sane
or insane, within two years of the effective date of any increase in the
Specified Amount, the Company will refund the cost of insurance charges made
with respect to such increase.

ASSIGNMENT

The Policy Owner may assign a Policy as collateral security for a loan or
other obligation. No assignment will bind the Company unless the original, or a
copy, is received at the Customer Service Center and it will be effective only
when recorded by the Company. An assignment does not change the ownership of the
Policy. However, after an assignment, the rights of any Policy Owner or
Beneficiary will be subject to the assignment. The entire Policy, including any
attached payment option or Rider, will be subject to the assignment. The Company
will rely solely on the assignee's statement as to the amount of the assignee's
interest. The Company will not be responsible for the validity of any
assignment. Unless otherwise provided, the assignee may exercise all rights this
Policy grants except (a) the right to change the Policy Owner or Beneficiary;
and (b) the right to elect a payment option. Assignment of a Policy that is a
modified endowment contract may generate taxable income. (See "Federal Income
Tax Considerations", page 55.)

ERRORS ON THE APPLICATION

If the Age or gender of the Insured has been misstated, the death benefit
under this Policy will be the greater of that which would be purchased by the
most recent cost of insurance charge at the correct Age and gender, or the death
benefit derived by multiplying the Account Value by the applicable Death Benefit
Percentage for the correct Age and gender. If unisex cost of insurance rates
apply, no adjustment will be made for a misstatement of sex. See "Cost of
Insurance", page 51.

INCONTESTABILITY

The Company may contest the validity of this Policy if any material
misstatements are made in the application. However, the Policy will be
incontestable as follows: the initial Specified Amount cannot be contested after
the Policy has been in force during the Insured's lifetime for two years from
the Policy Date; and an increase in the Specified Amount or any reinstatement
cannot be contested after the increase or the reinstated policy has been in
force during an Insured's lifetime for two years from its effective date.

POLICY ILLUSTRATIONS

Upon request, the Company will send the Policy Owner an illustration of
future benefits under the Policy based on both guaranteed and current cost
assumptions.

DISTRIBUTION OF THE POLICY

MONY Securities Corp. ("MSC"), a wholly owned subsidiary of the Company, is
principal underwriter (distributor) of the Policies. MSC is registered as a
broker-dealer under the Securities Exchange Act of 1934 and is a member of the
National Association of Securities Dealers. The Policies are sold by individuals
who are registered representatives of MSC and who are also licensed as life
insurance agents for the Company. The Policies may also be sold through other
broker/dealers authorized by MSC and applicable law to do so.

45
<PAGE> 55

Except where MSC has authorized other broker/dealers to sell the Policies
(as described in the preceding paragraph), compensation payable for the sale of
the Policies will be based upon the following schedule. After issue of the
Contract, commissions will equal at most 15 percent of Target Premiums paid in
Policy years 1 and 2, 12% of Target Premiums paid in Policy years 3 through 5,
and 10% of Target Premiums paid in Policy years 6 through 10. For premiums paid
in Policy years 1 through 10 in excess of the Target Premiums, and for all
premium amounts paid after the tenth Policy anniversary, commissions will equal
at most three percent (3%) of any premiums. In addition, on the eleventh and
each succeeding Policy Anniversary for so long as the Policy shall remain in
force, a commission of .20 percent of the Account Value allocated to the
Subaccounts will be paid. Upon any subsequent unscheduled increase in Specified
Amount, the same commission rates will apply to the premium amounts allocated to
the new coverage segment. Further, registered representatives may be eligible to
receive certain bonuses and other benefits based on the amount of earned
commissions.

Commissions may be required to be repaid to the Company if Sales Charges
are refunded upon a Full Surrender or Partial Surrender of the Policy or upon
exercise of the exchange privileges during the first 24 months after the Policy
Date.

In addition, registered representatives who meet specified production
levels may qualify, under sales incentive programs adopted by Company, to
receive noncash compensation such as expense-paid trips, expense-paid
educational seminars and merchandise. Company makes no separate deductions,
other than previously described, from premiums to pay sales commissions or sales
expenses.

MORE ABOUT THE COMPANY

MANAGEMENT

The directors and officers of the Company are listed below. The business
address for all directors and officers of MONY Life Insurance Company of America
is 1740 Broadway, New York, New York 10019.

Current Officers and Directors of MONY America are:

<TABLE>
<CAPTION>
NAME POSITION AND OFFICES WITH DEPOSITOR
------------------------------------------ ------------------------------------------
<S> <C>
Michael I. Roth........................... Director, Chairman and Chief Executive Officer
Samuel J. Foti............................ Director, President and Chief Operating Officer
Richard E. Connors........................ Director
Richard Daddario.......................... Director, Vice President, and Controller
Kenneth M. Levine......................... Director and Executive Vice president
Theodore J. Shalack....................... Director and Vice President
Stephen J. Hall........................... Director
Charles D. Wyckoff........................ Director
Phillip A. Eisenberg...................... Vice President and Actuary
Sam Chiodo................................ Vice President
Thomas M. Donohue......................... Vice President
Margaret G. Gale.......................... Vice President
Michael Slipowitz......................... Vice President
Edward E. Hill............................ Vice President -- Chief Compliance Officer
Evelyn L. Peos............................ Vice President
David S. Waldman.......................... Secretary
David V. Weigel........................... Treasurer
</TABLE>

No officer or director listed above receives any compensation from the
Variable Account. No separately allocable compensation has been paid by the
Company or any of its affiliates to any person listed for services rendered to
the Account.

46
<PAGE> 56

STATE REGULATION

The Company is subject to the laws of the state of Arizona governing
insurance companies and to regulation by the Commissioner of Insurance of
Arizona. In addition, it is subject to the insurance laws and regulations of the
other states and jurisdictions in which it is licensed or may become licensed to
operate. An annual statement in a prescribed form must be filed with the
Commissioner of Insurance of Arizona and with regulatory authorities of other
states on or before March 1st in each year. This statement covers the operations
of the Company for the preceding year and its financial condition as of December
31st of that year. The Company's affairs are subject to review and examination
at any time by the Commissioner of Insurance or his agents, and subject to full
examination of Company's operations at periodic intervals.

RECORDS AND ACCOUNTS

Andesa, TPA, Inc., Suite 502, 1605 N. Cedar Crest Boulevard, Allentown,
Pennsylvania, 18104, will act as transfer agent on behalf of the Company as it
relates to the policies described in this Prospectus. In the role of transfer
agent, Andesa will perform administrative functions, such as decreases,
increases, surrenders, and partial surrenders, fund allocation changes and
transfers on behalf of the Company.

All records and accounts relating to the Separate Account and the Funds
will be maintained by the Company. All financial transactions will be handled by
the Company. All reports required to be made and information required to be
given will be provided by Andesa on behalf of the Company.

LEGAL PROCEEDINGS

There are no legal proceedings pending to which the Variable Account is a
party, or which would materially affect the Variable Account.

LEGAL MATTERS

Legal matters in connection with the issue and sale of the Policies
described in this Prospectus and the organization of the Company, its authority
to issue the Policies under Arizona law, and the validity of the forms of the
Policies under Arizona law have been passed on by the Vice President and Deputy
General Counsel of the Mutual of New York.

Legal matters relating to the federal securities and federal income tax
laws have been passed upon by Edward P. Bank, Vice President and Deputy General
Counsel of Mutual of New York.

EXPERTS

Actuarial matters included in this Prospectus have been examined by Evelyn
L. Peos, FSA, Vice President of MONY America, whose opinion is filed as an
exhibit to the Registration Statement.

REGISTRATION STATEMENT

A Registration Statement under the Securities Act of 1933 has been filed
with the SEC relating to the offering described in this Prospectus. This
Prospectus does not include all of the information set forth in the Registration
Statement, as portions have been omitted pursuant to the rules and regulations
of the SEC. The omitted information may be obtained at the SEC's principal
office in Washington, DC, upon payment of the SEC's prescribed fees.

INDEPENDENT ACCOUNTANTS

The audited financial statements for the Variable Account and for Company
included in this Prospectus and in the Registration Statement have been audited
by Coopers & Lybrand L.L.P., independent accountants, as indicated in their
report hereon, and are included in reliance upon the authority of said firm as
experts in accounting and auditing. Coopers & Lybrand's office is located at
1301 Avenue of the Americas, New York, New York, 10019.

47
<PAGE> 57

FINANCIAL STATEMENTS

The audited financial statements for the Variable Account as of December
31, 1995 and the periods ended December 31, 1995, 1994, and 1993 are set forth
herein, starting on page ___. The audited financial statements of the Company as
of and for the years ended December 1995 and 1994 are set forth herein starting
on page .

The financial statements of the Variable Account and Company have been
audited by Coopers & Lybrand L.L.P. The financial statements of the Company
should be distinguished from the financial statements of the Variable Account
and should be considered only as bearing upon the ability of the Company to meet
its obligations under the Policies.

48
<PAGE> 58

APPENDIX A

DEATH BENEFIT PERCENTAGE FOR
GUIDELINE PREMIUM/CASH VALUE CORRIDOR TEST

<TABLE>
<CAPTION>
ATTAINED AGE DEATH BENEFIT
-------------------------------------------------------- -------------
<S> <C>
40 and Under............................................ 250%
41...................................................... 243
42...................................................... 236
43...................................................... 229
44...................................................... 222
45...................................................... 215
46...................................................... 209
47...................................................... 203
48...................................................... 197
49...................................................... 191
50...................................................... 185
51...................................................... 178
52...................................................... 171
53...................................................... 164
54...................................................... 157
55...................................................... 150
56...................................................... 146
57...................................................... 142
58...................................................... 138
59...................................................... 134
60...................................................... 130
61...................................................... 128
62...................................................... 126
63...................................................... 124
64...................................................... 122
65...................................................... 120
66...................................................... 119
67...................................................... 118
68...................................................... 117
69...................................................... 116
70...................................................... 115
71...................................................... 113
72...................................................... 111
73...................................................... 109
74...................................................... 107
75-90................................................... 105
91...................................................... 104
92...................................................... 103
93...................................................... 102
94...................................................... 101
95...................................................... 100%
</TABLE>

A-1
<PAGE> 59

APPENDIX B

DEATH BENEFIT PERCENTAGE FOR
CASH VALUE ACCUMULATION TEST

<TABLE>
<CAPTION>
ATTAINED AGE
--------------------------------------------------------
<S> <C>
40 and Under............................................ (Appropriate Tables
41...................................................... to be added by
42...................................................... Amendment)
43......................................................
44......................................................
45......................................................
46......................................................
47......................................................
48......................................................
49......................................................
50......................................................
51......................................................
52......................................................
53......................................................
54......................................................
55......................................................
56......................................................
57......................................................
58......................................................
59......................................................
60......................................................
61......................................................
62......................................................
63......................................................
64......................................................
65......................................................
66......................................................
67......................................................
68......................................................
69......................................................
70......................................................
71......................................................
72......................................................
73......................................................
74......................................................
75-90...................................................
91......................................................
92......................................................
93......................................................
94......................................................
95......................................................
</TABLE>

B-1
<PAGE> 60

APPENDIX C

DEATH BENEFIT PERCENTAGE FOR
OPTION M DEATH BENEFIT

C-1
<PAGE> 61

APPENDIX D

ILLUSTRATIONS OF DEATH BENEFITS, ACCOUNT VALUES AND
SURRENDER VALUES, AND ACCUMULATED PREMIUMS

The following tables illustrate how the key financial elements of the
Policy work, specifically, how the death benefits, Account Values and Surrender
Values could vary over an extended period of time. In addition, each table
compares these values with premiums paid accumulated with interest.

The Policies illustrated include the following:

<TABLE>
<CAPTION>
SEX AGE SMOKER BENEFIT SPECIFIED SEE PAGE
- ------- --- ----------- ------- --------- --------
<S> <C> <C> <C> <C> <C>
Preferred
Male 45 Non-smoker 1 $ 200,000 D-
Preferred
Female 45 Non-smoker 1 $ 200,000 D-
Standard
Male 45 Smoker 1 $ 200,000 D-
Preferred
Male 45 Non-smoker 2 $ 200,000 D-
Preferred
Male 35 Non-smoker 1 $ 200,000 D-
Preferred
Male 55 Non-smoker 1 $ 200,000 D-
</TABLE>

The tables show how death benefits, Account Values and Surrender Values of
a hypothetical Policy could vary over an extended period of time if the
Subaccounts of the Variable Account had constant hypothetical gross annual
investment returns of 0%, 6% or 12% over the periods indicated in each table.
The values will differ from those shown in the tables if the annual investment
returns are not absolutely constant. That is, the death benefits, Account Values
and Surrender Values will be different if the returns averaged 0%, 6% or 12%
over a period of years but went above or below those figures in individual
Policy years. These illustrations assume that no Policy Loan has been taken. The
amounts shown would differ if unisex rates were used.

(Illustrations to be added by Amendment)

D-1
<PAGE> 62

PART II

(INFORMATION NOT REQUIRED IN PROSPECTUS)

II-1
<PAGE> 63

PART II

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the Registrant hereby undertakes to file with the
Securities and Exchange Commission such supplementary and periodic information,
documents, and Reports as may be prescribed by any rule or regulation of the
Commission heretofore, or hereafter duly adopted pursuant to authority conferred
in that Section.

RULE 484 UNDERTAKING

The By-Laws of MONY Life Insurance Company of America ("MONY America")
provide, in Article VI as follows:

SECTION 1. The Corporation shall indemnify any existing or former
director, officer, employee or agent of the Corporation against all
expenses incurred by them and each of them which may arise or be incurred,
rendered or levied in any legal action brought or threatened against any of
them for or on account of any action or omission alleged to have been
committed while acting within the scope of employment as director, officer,
employee or agent of the Corporation, whether or not any action is or has
been filed against them and whether or not any settlement or compromise is
approved by a court, all subject and pursuant to the provisions of the
Articles of Incorporation of this Corporation.

SECTION 2. The indemnification provided in this By-Law shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under By-Law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as
to action in another capacity while holding office, and shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of
such a person.

Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification for such
liabilities (other than the payment by the Registrant of expense incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant, will (unless in the opinion of its counsel the
matter has been settled by controlling precedent) submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

REPRESENTATIONS RELATING TO RULE 6e-3(T)

1. This filing is made pursuant to Rules 6c-3 and 6e-3(T) under the Investment
Company Act of 1940.

2. Registrant elects to be governed by Rule 6e-3(T) (b) (13) (iii) (F) under
the Investment Company Act of 1940.

3. Section 6e-3(T) (b) (13) (iii) (F) is being relied upon.

4. The level of the mortality and expense risk charge is within the range of
industry practice for comparable flexible contracts.

5. The proceeds from explicit sales loads will cover the expected costs of
distributing the Policies.

The methodology used to support the representation made in paragraph 4
above is based on an analysis of flexible premium variable life policies
submitted to the Commission and currently available for sale which contain
similar guarantees and are sold in similar markets. Registrant undertakes to
keep and make available to the Commission on request the documents used to
support the representation in paragraph 4 above.

II-2
<PAGE> 64

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The Facing Sheet.

Cross-Reference to items required by Form N-8B-2.

Prospectus consisting of pages.

The Undertaking to file reports.

The signatures.

Written consents of the following persons:

a. Edward P. Bank, Vice President and Deputy General Counsel, The Mutual
Life Insurance Company of New York

b. Evelyn Peos, FSA

c. Coopers & Lybrand L.L.P. Independent Accountants

The following exhibits:

1. The following exhibits correspond to those required by paragraph A of
the instructions as exhibits to Form N-8B-2:

(1) Resolution of the Board of Directors of MONY America authorizing
establishment of MONY Variable Account L, filed as Exhibit 1 to
Registration Statement on Form S-6, dated February 21, 1985
(Registration Nos. 2-95900 and 811-4235), is incorporated herein by
reference.

(2) Not applicable.

(3)(a) Underwriting Agreement between MONY Life Insurance Company of
America, MONY Series Fund, Inc., and MONY Securities Corp., filed
as Exhibit 3(a) to Pre-Effective Amendment No. 1 to Registration
Statement on Form S-6, dated January 6, 1995 (Registration Nos.
33-82570 and 811-4235), is incorporated by referenced herein.

(b) Proposed specimen agreement between MONY Securities Corp. and
registered representatives, filed as Exhibit 3(b) of
Pre-Effective Amendment No. 1, dated December 17, 1990, to
Registration Statement on Form N-4 (Registration Nos. 33-37722
and 811-6126) is incorporated herein by reference.

(4) Not applicable.

(5) Form of policy.*

(6) Articles of Incorporation and By-Laws of MONY America filed as
Exhibits 6(a) and 6(b), respectively, to Registration Statement
(Registration No. 33-13183) dated April 6, 1987, is incorporated
herein by reference.

(7) Not applicable.

(8) (a) Form of agreement to purchase shares. [See Exhibit 1(3)(a)].

(b) Investment Advisory Agreement between MONY Life Insurance Company
of America and MONY Series Fund, Inc. filed as Exhibit 5(i) to
Pre-Effective amendment No. 2 to Registration Statement
(Registration Nos. 2-95501 and 811-4209) dated July 19, 1985, is
incorporated herein by reference.

II-3
<PAGE> 65

Investment Advisory Agreement between Enterprise Capital
Management, Inc., ("Enterprise Capital") and The Enterprise
Accumulation Trust ("Trust"), and Enterprise Capital, the Trust,
and OpCap Advisors, as sub-advisor, filed as Exhibit 5 to
Post-Effective Amendment No. 11, dated June 12, 1996, to
Registration Statement on Form N-1A (Registration No. 33-21534),
is incorporated herein by reference.

(c) Services Agreement between The Mutual Life Insurance Company of
New York and MONY Life Insurance Company of America filed as
Exhibit 5(ii) to Pre-Effective Amendment to Registration
Statement (Registration Nos. 2-95501 and 811-4209) dated July 19,
1985, is incorporated herein by reference.

(9) Not applicable.

(10) Application Form for Flexible Premium Variable Universal Life
Insurance Policy.*

2. Opinion and consent of Edward P. Bank, Vice President and Deputy
General Counsel, The Mutual Life Insurance Company of New York, as to
legality of the securities being registered.*

3. Not applicable.

4. Not applicable.

5. Not applicable.

6. Opinion and consent of Evelyn L. Peos, FSA, as to actuarial matters.*

7. Consent of Coopers & Lybrand L.L.P. as to financial statements of MONY
America Variable Account L.*

Consent of Coopers & Lybrand L.L.P. as to financial statements of MONY
Life Insurance Company of America.*

*To be filed by Amendment.

II-4
<PAGE> 66

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant,
MONY Life Insurance Company of America, has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York and the State of New York, on this day of
June, 14, 1996.

MONY LIFE INSURANCE COMPANY OF AMERICA

/s/ MICHAEL I. ROTH
By:
---------------------------------
Michael I. Roth
Director, Chairman of the Board
and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been duly signed below by the following persons in
the capacities and on the date indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------- ----------------------------------------- --------------
<C> <S> <C>
/s/ MICHAEL I. ROTH Director, Chairman of the Board and Chief
- ------------------------------------- Executive Officer
Michael I. Roth

/s/ SAMUEL J. FOTI Director, President and Chief Operating
- ------------------------------------- Officer
Samuel J. Foti

/s/ RICHARD DADDARIO Director, Vice President and Controller
- ------------------------------------- (Principal Financial and Accounting
Richard Daddario Officer)

/s/ KENNETH M. LEVINE Director and Executive Vice President
- -------------------------------------
Kenneth M. Levine

/s/ THEODORE J. SHALACK Director and Vice President June 14, 1996
- -------------------------------------
Theodore J. Shalack

/s/ RICHARD E. CONNORS Director
- -------------------------------------
Richard E. Connors

/s/ STEPHEN J. HALL Director
- -------------------------------------
Stephen J. Hall

/s/ CHARLES D. WYCKOFF Director
- -------------------------------------
Charles D. Wyckoff
</TABLE>

II-5