MINNESOTA MUTUAL VARIABLE ANNUITY ACCOUNT, 497, 1997-05-02

MINNESOTA MUTUAL VARIABLE ANNUITY ACCOUNT
497, 1997-05-02

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VARIABLE ANNUITY CONTRACT PROSPECTUS
FLEXIBLE PAYMENT VARIABLE ANNUITY CONTRACT
SINGLE PAYMENT VARIABLE ANNUITY CONTRACT
OF MINNESOTA MUTUAL'S VARIABLE ANNUITY ACCOUNT

COMBINATION FIXED AND VARIABLE ANNUITY CONTRACTS
FOR PERSONAL RETIREMENT PLANS

The individual variable annuity contracts offered by this Prospectus are
designed for use in connection with personal retirement plans, some of which may
qualify for federal income tax advantages available under sections 401, 403, 408
or 457 of the Internal Revenue Code. They may also be used apart from a
qualified plan. Two different contracts are offered: (1) a Flexible Payment
Variable Annuity Contract (no minimum initial purchase payment), and (2) a
Single Payment Variable Annuity Contract (minimum initial purchase payment of
$5,000 and may not exceed $250,000, except with our consent).

The owner of a contract may elect to have contract values accumulated on a
completely variable basis, on a completely fixed basis (as part of Minnesota
Mutual's General Account and in which the safety of principal and interest are
guaranteed) or on a combination fixed and variable basis. To the extent that
contract values are accumulated on a variable basis, they will be a part of the
Variable Annuity Account. The Variable Annuity Account invests its assets in
shares of Advantus Series Fund, Inc. and Class 2 of the Templeton Developing
Markets Fund (the "Funds"). The variable accumulation value of the contract and
the amount of each variable annuity payment will vary in accordance with the
performance of the Portfolio or Portfolios of the Funds selected by the contract
owner. The contract owner bears the entire investment risk for any amounts
allocated to the Portfolios of the Fund.

This Prospectus sets forth concisely the information that a prospective
investor should know before investing in the Variable Annuity Account, and it
should be read and kept for future reference. A Statement of Additional
Information, bearing the same date, which contains further contract information,
has been filed with the Securities and Exchange Commission and is incorporated
by reference into this Prospectus. A copy of the Statement of Additional
Information may be obtained without charge by calling (612) 665-3500, or by
writing Minnesota Mutual at its principal office at Minnesota Mutual Life
Center, 400 Robert Street North, St. Paul, Minnesota 55101-2098. A Table of
Contents for the Statement of Additional Information appears in this Prospectus
on page 33.

This Prospectus is not valid unless attached to a current prospectus of Advantus
Series Fund, Inc. and the Templeton Developing Markets Fund.

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 SHOULD BE READ CAREFULLY AND RETAINED FOR FUTURE REFERENCE.

LOGO
The Minnesota Mutual Life Insurance Company
400 Robert Street North
St. Paul, MN 55101-2098
Ph 612/665-3500
http://www.minnesotamutual.com

The date of this document and the Statement of Additional Information is: May 1,
1997
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TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
Special Terms..................................................................... 3

Questions and Answers About the Variable Annuity Contracts........................ 4

Expense Table..................................................................... 9

Condensed Financial Information................................................... 13

Performance Data.................................................................. 15

General Descriptions
The Minnesota Mutual Life Insurance Company................................... 16
Variable Annuity Account...................................................... 16
Advantus Series Fund, Inc..................................................... 16
Templeton Variable Products Series Fund....................................... 17
Additions, Deletions or Substitutions......................................... 18

Contract Charges
Sales Charges................................................................. 18
Mortality and Expense Risk Charges............................................ 19

Exchange Offer.................................................................... 20

Voting Rights..................................................................... 20

Description of the Contracts
General Provisions............................................................ 21
Annuity Payments and Options.................................................. 22
Death Benefits................................................................ 26
Purchase Payments, Value of the Contract and Transfers........................ 26
Redemptions................................................................... 28

Federal Tax Status................................................................ 29

Restrictions Under the Texas Optional Retirement Program.......................... 33

Statement of Additional Information............................................... 33

Appendix A--Illustration of Variable Annuity Values............................... 34
</TABLE>

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO DEALER, SALESMAN, OR OTHER PERSON IS
AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION
WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THE PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.

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SPECIAL TERMS

As used in this Prospectus, the following terms have the indicated meanings:

ACCUMULATION UNIT: an accounting device used to determine the value of a
contract before annuity payments begin.

ACCUMULATION VALUE: the sum of your values under a contract in the General
Account and in the Variable Annuity Account.

ANNUITANT: the person who may receive lifetime benefits under the contract.

ANNUITY: a series of payments for life; for life with a minimum number of
payments guaranteed; for the joint lifetime of the annuitant and another person
and thereafter during the lifetime of the survivor; or for a period certain.

ANNUITY UNIT: an accounting device used to determine the amount of annuity
payments.

CODE: the Internal Revenue Code of 1986, as amended.

CONTRACT OWNER: the owner of the contract, which could be the annuitant, his
employer, or a trustee acting on behalf of the employer.

CONTRACT YEAR: a period of one year beginning with the contract date or a
contract anniversary.

FIXED ANNUITY: an annuity providing for payments of guaranteed amounts
throughout the payment period.

FUND: the mutual fund or separate investment portfolio within a series mutual
fund which we have designated as an eligible investment for the Variable Annuity
Account, namely, Advantus Series Fund, Inc. and its Portfolios and Class 2 of
the Templeton Developing Markets Fund.

GENERAL ACCOUNT: all of our assets other than those in the Variable Annuity
Account or in other separate accounts established by us.

PLAN: a tax-qualified employer pension, profit-sharing, or annuity purchase plan
under which benefits are to be provided by the variable annuity contracts
described herein.

PURCHASE PAYMENTS: amounts paid to us under a contract.

VALUATION DATE: each date on which a Fund Portfolio is valued.

VARIABLE ANNUITY ACCOUNT: a separate investment account called the Minnesota
Mutual Variable Annuity Account, where the investment experience of its assets
is kept separate from our other assets.

VARIABLE ANNUITY: an annuity providing for payments varying in amount in
accordance with the investment experience of the Fund.

WE, OUR, US: The Minnesota Mutual Life Insurance Company.

YOU, YOUR: the Contract Owner.

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QUESTIONS AND ANSWERS ABOUT THE VARIABLE ANNUITY CONTRACTS

WHAT IS AN ANNUITY?
An annuity is a series of payments for life; for life with a minimum number of
payments guaranteed; for the joint lifetime of the annuitant and another person
and thereafter during the lifetime of the survivor; or for a period certain. An
annuity with payments which are guaranteed as to amount during the payment
period is a fixed annuity. An annuity with payments which vary during the
payment period in accordance with the investment experience of a separate
account is called a variable annuity.

WHAT ARE THE CONTRACTS OFFERED BY THIS PROSPECTUS?
The contracts are combined fixed and variable annuity contracts issued by us
which provide for monthly annuity payments. These payments may begin immediately
or at a future date elected by you. Purchase payments received by us under a
contract are allocated either to our General Account or Variable Annuity
Account, as specified by you. In the General Account, your purchase payments
receive interest and principal guarantees; in the Variable Annuity Account, your
purchase payments are invested in each Fund, and receive no interest or
principal guarantees.
This Prospectus describes only the variable aspects of the contracts, except
where fixed aspects are specifically mentioned. Please look to the language of
the contracts for a description of the fixed portion of the contracts. For more
information on the contracts, see the heading "Description of the Contracts" in
this Prospectus.

WHAT TYPES OF VARIABLE ANNUITY CONTRACTS ARE AVAILABLE?
We offer two types of contracts. They are the single payment variable annuity
contract and the flexible payment variable annuity contract.

WHAT INVESTMENT OPTIONS ARE AVAILABLE FOR THE VARIABLE ANNUITY ACCOUNT?
Purchase payments allocated to the Variable Annuity Account may be invested in
shares of each Fund. Each Fund is a mutual fund of the series type, which means
that it has several different portfolios which it offers for investment. Shares
of the Fund will be made available at net asset value to the Variable Annuity
Account to fund the variable annuity contracts. The Fund is also required to
redeem its shares at net asset value at our request. We reserve the right to
add, combine or remove other eligible funds.
The investment objectives and certain policies of the Portfolios of the
Advantus Series Fund are as follows:
The Growth Portfolio seeks the long-term accumulation of capital. Current
income, while a factor in portfolio selection, is a secondary objective. The
Growth Portfolio will invest primarily in common stocks and other equity
securities. Common stocks are more volatile than debt securities and involve
greater investment risk.
The Bond Portfolio seeks as high a level of long-term total rate of return
as is consistent with prudent investment risk. A secondary objective is to
seek preservation of capital. The Bond Portfolio will invest primarily in
long-term, fixed-income, high-quality debt instruments. The value of debt
securities will tend to rise and fall inversely with the rise and fall of
interest rates.
The Money Market Portfolio seeks maximum current income to the extent
consistent with liquidity and the stability of capital. The Money Market
Portfolio will invest in money market instruments and other debt securities
with maturities not exceeding one year. The return produced by these
securities will reflect fluctuation in short-term interest rates.
AN INVESTMENT IN THE MONEY MARKET PORTFOLIO IS NEITHER INSURED NOR
GUARANTEED BY THE U.S. GOVERNMENT AND THERE CAN BE NO ASSURANCE THAT THE
PORTFOLIO WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER
SHARE.
The Asset Allocation Portfolio seeks as high a level of long-term total
rate of return as is consistent with prudent investment risk. The Asset
Allocation Portfolio will invest in common stocks and other equity
securities, bonds and money market instruments. The Asset Allocation
Portfolio involves the risks inherent in stocks and debt securities of
varying maturities and the risk that the Portfolio may invest too much or
too little of its assets in each type of security at any particular time.
The Mortgage Securities Portfolio seeks a high level of current income
consistent with prudent investment risk. In pursuit of this objective, the
Mortgage Securities Portfolio will follow a policy of investment primarily
in mortgage-related securities. Prices of mortgage-related securities will

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tend to rise and fall inversely with the rise and fall of the general level
of interest rates.
The Index 500 Portfolio seeks investment results that correspond generally
to the price and yield performance of the common stocks included in the
Standard & Poor's Corporation 500 Composite Stock Price Index (the "Index").
It is designed to provide an economical and convenient means of maintaining
a broad position in the equity market as part of an overall investment
strategy. All common stocks, including those in the Index, involve greater
investment risk than debt securities. The fact that a stock has been
included in the Index affords no assurance against declines in the price or
yield performance of that stock.
The Capital Appreciation Portfolio seeks growth of capital. Investments
will be made based upon their potential for capital appreciation. Therefore,
current income will be incidental to the objective of capital growth.
Because of the market risks inherent in any equity investment, the selection
of securities on the basis of their appreciation possibilities cannot ensure
against possible loss in value.
The International Stock Portfolio seeks long-term capital growth. In
pursuit of this objective, the International Stock Portfolio will follow a
policy of investing in stocks issued by companies, large and small, and debt
obligations of companies and governments outside the United States. Current
income will be incidental to the objective of capital growth. The Portfolio
is designed for persons seeking international diversification. Investors
should consider carefully the substantial risks involved in investing in
securities issued by companies and governments of foreign nations, which are
in addition to the usual risks inherent in domestic investments.
The Small Company Portfolio seeks long-term accumulation of capital. In
pursuit of this objective, the Small Company Portfolio will follow a policy
of investing primarily in common or preferred stocks issued by small
companies, defined in terms of either market capitalization or gross
revenues. Investments in small companies usually involve greater investment
risks than fixed income securities or corporate equity securities generally.
Small companies will typically have a market capitalization of less than
$1.5 billion or annual gross revenues of less than $1.5 billion.
The Value Stock Portfolio seeks the long-term accumulation of capital. In
pursuit of this objective, the Value Stock Portfolio will follow a policy of
investing primarily in the equity securities of companies which, in the
opinion of the adviser, have market values which appear low relative to
their underlying value or future earnings and growth potential. As it is
anticipated that the Portfolio will consist in large part of dividend-paying
common stocks, the production of income will be a secondary objective of the
Portfolio.
The Maturing Government Bond Portfolios seek to provide as high an
investment return as is consistent with prudent investment risk for a
specified period of time ending on a specified liquidation date. In pursuit
of this objective, each of the four Maturing Government Bond Portfolios seek
to return a reasonably assured targeted dollar amount, predictable at the
time of investment, on a specific target date in the future through
investment in a portfolio composed primarily of zero coupon securities.
These are securities that pay no cash income and are sold at a discount from
their par value at maturity. The current target dates for the maturities of
these Portfolios are 1998, 2002, 2006 and 2010, respectively. On maturity
the Portfolio will be converted to cash and reinvested at the direction of
the contract owner. In the absence of instructions, liquidation proceeds
will be allocated to the Money Market Portfolio.
The Small Company Value Portfolio seeks the long-term accumulation of
capital. The Portfolio will follow a policy of investing primarily in the
equity securities of small companies, defined in terms of market
capitalization and which appear to have market values which are low relative
to their underlying value or future earnings and growth potential. Dividend
income will be incidental to the investment objective for this Portfolio.
The International Bond Portfolio seeks to maximize current income
consistent with protection of principal. The Portfolio pursues its objective
by investing primarily in a managed portfolio of non-U.S. dollar debt
securities issued by foreign governments, companies and supranational
entities.

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The Index 400 Mid-Cap Portfolio seeks to provide investment results
generally corresponding to the aggregate price and dividend performance of
publicly traded common stocks that comprise the Standard & Poor's 400 Mid
Cap Index. The Portfolio pursues its investment objective by investing
primarily in the 400 common stocks that comprise the Index, issued by
medium-sized domestic companies with market capitalizations that generally
range from $200 million to $5 billion. It is designed to provide an
economical and convenient means of maintaining a diversified portfolio in
this equity security area as part of an over-all investment strategy. The
inclusion of a stock in the Index in no way implies an opinion by Standard &
Poor's as to its attractiveness as an investment, nor is it a sponsor or in
any way affiliated with the Portfolio.
The Micro-Cap Value Portfolio seeks capital appreciation. The Portfolio
will pursue its objective by investing in a diversified portfolio of
securities that the sub-advisor believes to be undervalued. It will invest
primarily in common stocks and stock equivalents of micro-cap companies,
that is, companies with a market capitalization of less than $300 million.
The Macro-Cap Value Portfolio seeks to provide high total return. It
pursues this objective by investing in equity securities that the
sub-adviser believes, through the use of dividend discount models, to be
undervalued relative to their long-term earnings power, creating a
diversified portfolio of equity securities which typically will have a
price/earnings ratio and a price to book ratio that reflects a value
orientation. The Portfolio seeks to enhance its total return relative to
that of a universe of large-sized U.S. companies.
The Micro-Cap Growth Portfolio seeks long-term capital appreciation. It
pursues its objective by investing primarily in equity securities of smaller
companies which the sub-adviser believes are in an early stage or
transitional point in their development and have demonstrated or have the
potential for above average revenue growth. It will invest primarily in
common stocks and stock equivalents of micro-cap companies, that is,
companies with a market capitalization of less than $300 million.
ALTHOUGH THE SMALL COMPANY VALUE, THE INTERNATIONAL BOND, THE INDEX 400
MID-CAP, THE MICRO-CAP VALUE, THE MACRO-CAP VALUE AND THE MICRO-CAP GROWTH
PORTFOLIOS OF THE FUND ARE INCLUDED IN THIS PROSPECTUS, THEY WILL NOT BE
AVAILABLE IN THE CONTRACT UNTIL OCTOBER 1, 1997.
In addition to the investments in the Advantus Series Fund, the Variable
Annuity Account invests in the Templeton Developing Markets Fund, a diversified
portfolio with two classes of shares of the Templeton Variable Products Series
Fund, a mutual fund of the series type.
ALTHOUGH THE TEMPLETON DEVELOPING MARKETS FUND IS INCLUDED IN THIS PROSPECTUS
IT WILL NOT BE AVAILABLE IN THE CONTRACT UNTIL OCTOBER 1, 1997.
The investment objectives and certain policies of the Templeton Developing
Markets Fund available under the contract are as follows:
The Templeton Developing Markets Fund seeks long-term capital
appreciation. It pursues this objective by investing primarily in equity
securities of issuers in countries having developing markets. Countries
generally considered to have developing markets are all countries that are
considered to be developing or emerging countries by the International Bank
for Reconstruction and Development (more commonly referred to as the World
Bank) or the International Finance Corporation, as well as countries that
are classified by the United Nations or otherwise regarded by their
authorities as developing.
There is no assurance that any Fund will meet its objectives. Additional
information concerning the investment objectives and policies of the Portfolios
can be found in the current prospectus for each Fund, which is attached to this
Prospectus. A person should carefully read the Fund's Prospectus before
investing in the contract.

CAN YOU CHANGE THE PORTFOLIO SELECTED?
Yes. You may change your allocation of future purchase payments by giving us
written notice or a telephone call notifying us of the change. And before
annuity payments begin, you may transfer all or a part of your accumulation
value from one Portfolio to another or among the Portfolios. After annuity
payments begin, transfers may be made with respect to variable annuity payments
and, subject to some restrictions, amounts held as annuity reserves may be
transferred among the variable annuity

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sub-accounts and the Funds. Annuity reserves may be transferred only from a
variable annuity to a fixed annuity during the annuity period.

WHAT CHARGES ARE ASSOCIATED WITH THE CONTRACTS?
We deduct from the net asset value of the Variable Annuity Account an amount,
computed daily, equal to an annual rate of 1.25% for mortality and expense risk
guarantees. This total represents a charge of .80% for our assumption of
mortality risks and .45% for our assumption of expense risks. We reserve the
right to increase the charge for the assumption of expense risks to not more
than .60%. If this charge is increased to this maximum amount, then the total of
the mortality risk and expense risk charge would be 1.40% on an annual rate.
In addition, Advantus Capital Management, Inc., ("Advantus Capital") one of
our subsidiaries, acts as the investment adviser to the Advantus Series Fund,
Inc. and deducts from the net asset value of each Portfolio of the Fund a fee
for its services which are provided under an investment advisory agreement. The
investment advisory agreements with Advantus Capital provide that the fee shall
be computed at the annual rate which may not exceed .4% of the Index 500 and
Index 400 Micro-Cap Portfolios, .75% of the Capital Appreciation, Value Stock,
Small Company Value and the Small Company Portfolios, 1.0% of the International
Stock Portfolio .6% of the International Bond Portfolio, .7% of the Macro-Cap
Value Portfolio, 1.1% of the Micro-Cap Growth Portfolio and 1.25% of the
Micro-Cap Value Portfolio and .5% of each of the remaining Portfolio's average
daily net assets other than the Maturing Government Bond Portfolios. The
Maturing Government Bond Portfolios pay an advisory fee equal to an annual rate
of .25% of average daily net assets, however, the Portfolio which matures in
1998 will pay a rate of .05% from its inception to April 30, 1998, and .25%
thereafter and the Portfolio which matures in 2002 will pay a rate of .05% from
its inception to April 30, 1998, and .25% thereafter of average daily net
assets.
The Funds are subject to certain expenses that may be incurred with respect to
their operations and those expenses are allocated among the Portfolios. For more
information, see the prospectuses of each Fund, which are attached to this
Prospectus. The Templeton Developing Markets Fund pays its investment adviser
management fees at an annual rate of 1.25% of the Fund's average daily net
assets and pays other operating expenses which will vary every year but, for the
most recent fiscal year, were 0.53% of its average daily net assets. In
addition, Class 2 of the Templeton Developing Markets Fund has a rule 12b-1 plan
and may pay up to 0.25% annually of the average daily net assets for
distribution. For more information, see the Fund's prospectus.
In addition, a deferred sales charge may apply. Deductions for any applicable
premium taxes may also be made (currently such taxes range from 0.0% to 3.5%)
depending upon applicable law.
For more information on charges, see the heading 'Contract Charges' in this
Prospectus. The deferred sales charge is discussed below.

WHAT IS THE DEFERRED SALES CHARGE?
We deduct a deferred sales charge on contract withdrawals, surrenders and some
annuity elections during the first ten contract years for expenses relating to
the sale of the contracts. The amount of any deferred sales charge is deducted
from the accumulation value.
Under the flexible payment variable annuity contract, the amount of deferred
sales charge, as a percentage of the amount surrendered, withdrawn or applied to
provide an annuity, decreases uniformly during the first ten contract years from
an initial charge of 9% to no charge after ten contract years.
Under the single payment variable annuity contract, the amount of the deferred
sales charge, as a percentage of the amount surrendered, withdrawn or applied to
provide an annuity, decreases uniformly during the first ten contract years from
an initial charge of 6% to no charge after ten contract years.
The deferred sales charge is not applicable to some partial withdrawals from
the contracts. Also, there is no deferred sales charge on amounts paid in the
event of the death of the owner and the accumulation value is applied to provide
annuity payments under an option where benefits are expected to continue for a
period of at least five years. For more information on this charge, see the
heading "Sales Charges" in this Prospectus.

CAN YOU MAKE PARTIAL WITHDRAWALS FROM THE CONTRACT?
Yes. You may make withdrawals of the accumulation value of your contract before
an annuity begins. Partial withdrawals must be pursuant to your written request.
Partial withdrawals are generally subject to the deferred sales charge.
However, if

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withdrawals during the first calendar year are equal to or less than 10% of the
purchase payments made during the first calendar year and, if in subsequent
calendar years they are equal to or less than 10% of the accumulation value at
the end of the previous calendar year, the deferred sales charge will not apply
to those partial withdrawals. The deferred sales charge described above will
apply to all withdrawal amounts which exceed 10% of that accumulation value in
any calendar year. In addition, a penalty tax may be assessed upon withdrawals
from variable annuity contracts in certain circumstances. For more information,
see the heading "Federal Tax Status" in this Prospectus.

DO YOU HAVE A RIGHT TO CANCEL THE CONTRACT?
Yes. You may cancel the contract any time within ten days of your receipt of the
contract by returning it to us or your agent. In some states, such as
California, the free look period may be extended. In California, the free look
period is extended to thirty days' time for contracts issued or delivered to
owners that are sixty years of age or older at the time of delivery. These
rights are subject to change and may vary among the states.

IS THERE A GUARANTEED DEATH BENEFIT?
Yes. The single payment variable annuity contract has a guaranteed death benefit
if you die before annuity payments have started. The death benefit shall be
equal to the greater of: (1) the amount of the accumulation value payable at
death; or (2) the amount of the total purchase payment paid to us during the
first year as consideration for this contract, less all contract withdrawals. As
a matter of company practice, we use this method except that total purchase
payment will include all contributions, even those made after 12 months, to
determine the death benefit for all contracts offered by this Prospectus.

WHAT ANNUITY OPTIONS ARE AVAILABLE?
The contracts specify several annuity options. Each annuity option may be
elected on either a variable annuity or fixed annuity or a combination of the
two. Other annuity options may be available from us on request. The specified
annuity options are a life annuity; a life annuity with a period certain of
either 120 months, 180 months or 240 months; a joint and last survivor annuity
and a period certain annuity.

WHAT IF THE OWNER DIES?
If you die before payments begin, we will pay the accumulation value of the
contract as a death benefit to the named beneficiary. If the annuitant dies
after annuity payments have begun, we will pay whatever death benefit may be
called for by the terms of the annuity option selected.
If the owner of this contract is other than a natural person, such as a trust
or other similar entity, we will pay a death benefit of the accumulation value
to the named beneficiary on the death of the annuitant, if death occurs prior to
the date for annuity payments to begin.

WHAT VOTING RIGHTS DO YOU HAVE?
Contract owners and annuitants will be able to direct us as to how to vote
shares of the underlying Fund held for their contracts where shareholder
approval is required by law in the affairs of the Funds.

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EXPENSE TABLE
The tables shown below are to assist a contract owner in understanding the costs
and expenses that a contract will bear directly or indirectly. For more
information on contract costs and expenses, see the Prospectus heading "Contract
Charges" and the information immediately following. The table does not reflect
deductions for any applicable premium taxes which may be made from each purchase
payment depending upon the applicable law. Surrender amounts in years shown
reflect the contract owner's ability to withdraw an amount equal to ten percent
of the accumulation value at the end of the previous calendar year without the
imposition of the deferred sales charge. The tables show the expenses of each
Fund after expense reimbursement.
The following contract expense information is intended to illustrate the
expenses of the MultiOption Annuity variable annuity contracts. All expenses
shown are rounded to the nearest dollar. The information contained in the tables
must be considered with the narrative information which immediately follows them
in this heading.

CONTRACT OWNER TRANSACTION EXPENSES
SINGLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACT

<TABLE>
<S> <C>
Deferred Sales Load (as a percentage of amount 6%
surrendered)............................................... decreasing uniformly
by .05% for each of
the first 120 months
from the contract
date
SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)
Mortality and Expense Risk Fees.............................. 1.25%
-----
Total Separate Account Annual Expenses................... 1.25%
-----
-----
</TABLE>

FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACT

<TABLE>
<S> <C>
Deferred Sales Load (as a percentage of amount 9%
surrendered)............................................... decreasing uniformly
by .075% for each of
the first 120 months
from the contract
date
SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)
Mortality and Expense Risk Fees.............................. 1.25%
-----
Total Separate Account Annual Expenses................... 1.25%
-----
-----
</TABLE>

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FUND ANNUAL EXPENSES

(As a percentage of average net assets for the described Advantus Series Fund,
Inc. Portfolios and the Templeton Variable Product Series.)

<TABLE>
<CAPTION>
OTHER TOTAL FUND
EXPENSES ANNUAL EXPENSES
(AFTER EXPENSE (AFTER EXPENSE
INVESTMENT REIMBURSEMENTS DISTRIBUTION REIMBURSEMENTS
MANAGEMENT FEES IF ANY) EXPENSES IF ANY)
--------------------- --------------------- ------------- ---------------------
<S> <C> <C> <C> <C>
Advantus Series Fund, Inc.:
Growth Portfolio..................... 0.50% 0.09% -- 0.59%
Bond Portfolio....................... 0.50% 0.06% -- 0.56%
Money Market Portfolio............... 0.50% 0.10% -- 0.60%
Asset Allocation Portfolio........... 0.50% 0.04% -- 0.54%
Mortgage Securities Portfolio........ 0.50% 0.08% -- 0.58%
Index 500 Portfolio.................. 0.40% 0.05% -- 0.45%
Capital Appreciation Portfolio....... 0.75% 0.10% -- 0.85%
International Stock Portfolio........ 0.74% 0.32% -- 1.06%
Small Company Portfolio.............. 0.75% 0.06% -- 0.81%
Maturing Government Bond 1998
Portfolio (1)(2)................... 0.05% 0.15% -- 0.20%
Maturing Government Bond 2002
Portfolio (1)(2)................... 0.05% 0.15% -- 0.20%
Maturing Government Bond 2006
Portfolio (2)...................... 0.25% 0.15% -- 0.40%
Maturing Government Bond 2010
Portfolio (2)...................... 0.25% 0.15% -- 0.40%
Value Stock Portfolio................ 0.75% 0.08% -- 0.83%
Small Company Value Portfolio (3).... 0.75% 0.15% -- 0.90%
International Bond Portfolio (3)..... 0.60% 1.00% -- 1.60%
Index 400 Mid-Cap Portfolio (3)...... 0.40% 0.15% -- 0.55%
Micro-Cap Value Portfolio (3)........ 1.25% 0.15% -- 1.40%
Macro-Cap Value Portfolio (3)........ 0.70% 0.15% -- 0.85%
Micro-Cap Growth Portfolio (3)....... 1.10% 0.15% -- 1.25%
Templeton Variable Products Series:
Templeton Developing Markets
Portfolio Class 2 (3)(4)........... 1.25% 0.53% 0.25% 2.03%
</TABLE>

(1) Investment management fees for the Maturing Government Bond 1998 and 2002
Portfolios are equal on an annual basis to .05% of average daily net assets
until April 30, 1998 at which time the fees will be .25% of average daily
net assets.
(2) Minnesota Mutual voluntarily absorbed certain expenses of the Maturing
Government Bond 1998, Maturing Government Bond 2002, Maturing Government
Bond 2006 and Maturing Government Bond 2010 Portfolios for the year ended
December 31, 1996. If these portfolios had been charged for expenses, the
ratio of expenses to average daily net assets would have been .72%, 1.14%,
1.58% and 2.18%, respectively. It is Minnesota Mutual's present intention to
waive other fund expenses during the current fiscal year which exceed, as a
percentage of average daily net assets, .15%. Minnesota Mutual also reserves
the option to reduce the level of other expenses which it will voluntarily
absorb.
(3) Although the Small Company Value, International Bond, Index 400 Mid-Cap,
Micro-Cap Value, Macro-Cap Value, and Micro-Cap Growth Portfolios will not
be available until October 1, 1997, Minnesota Mutual has voluntarily agreed
to absorb or waive other fund expenses which exceed, as a percentage of
average daily net assets, 1.00% for International Bond and .15% for Small
Company Value, Index 400 Mid-Cap, Micro-Cap Value, Macro-Cap Value and
Micro-Cap Growth Portfolios for the period ended December 31, 1997. If the
Portfolios were to be charged for these expenses, it is estimated that the
ratio of total expenses to average daily net assets

10
<PAGE>
would be 3.04% for Small Company Value, 3.19% for International Bond, 2.20%
for Index 400 Mid-Cap, 4.07% for Micro-Cap Value, 2.97% for Macro-Cap Value,
3.77% for Micro-Cap Growth and 3.75% for Templeton Developing Markets.
Minnesota Mutual also reserves the option to reduce the level of other
expenses which it will voluntarily absorb.
(4) Templeton Developing Markets--Class 2. Figures are estimates for 1997 based
on annualized Class 1 1996 figures. The Fund began operations in March 1996.
Class 2 shares of the Fund were first offered May 1, 1997, and have a
distribution plan or "Rule 12b-1 Plan" which is described in the Fund's
prospectus. In addition, figures do not reflect the Investment Manager's
agreement in advance to waive a portion of its fees during 1996. After the
waiver, actual management fees and total operating expenses of the portfolio
were 1.17% and 1.95% of net assets, respectively. This waiver agreement has
been terminated.

CONTRACT OWNER EXPENSE EXAMPLE
SINGLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACT

You would pay the following expenses on a $1,000 investment assuming (1) 5%
annual return and (2) redemption at the end of each time period.
<TABLE>
<CAPTION>
IF YOU SURRENDERED YOUR
CONTRACT AT THE END OF
THE APPLICABLE TIME PERIOD
---------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Growth Portfolio.................................. $ 69 $ 99 $ 131 $ 216
Bond Portfolio.................................... $ 69 $ 98 $ 130 $ 213
Money Market Portfolio............................ $ 69 $ 100 $ 132 $ 217
Asset Allocation Portfolio........................ $ 68 $ 98 $ 129 $ 211
Mortgage Securities Portfolio..................... $ 69 $ 99 $ 131 $ 215
Index 500 Portfolio............................... $ 67 $ 95 $ 124 $ 201
Capital Appreciation Portfolio.................... $ 71 $ 107 $ 144 $ 243
International Stock Portfolio..................... $ 73 $ 113 $ 154 $ 265
Small Company Portfolio........................... $ 71 $ 106 $ 142 $ 239
Maturing Government Bond 1998 Portfolio........... $ 65 $ 88 $ 114 $ 188
Maturing Government Bond 2002 Portfolio........... $ 65 $ 88 $ 114 $ 188
Maturing Government Bond 2006 Portfolio........... $ 67 $ 94 $ 122 $ 195
Maturing Government Bond 2010 Portfolio........... $ 67 $ 94 $ 122 $ 195
Value Stock Portfolio............................. $ 71 $ 106 $ 143 $ 241
Small Company Value Portfolio..................... $ 72 $ 108 n/a n/a
International Bond Portfolio...................... $ 78 $ 129 n/a n/a
Index 400 Mid-Cap Portfolio....................... $ 68 $ 98 n/a n/a
Micro-Cap Value Portfolio......................... $ 77 $ 123 n/a n/a
Macro-Cap Value Portfolio......................... $ 71 $ 107 n/a n/a
Micro-Cap Growth Portfolio........................ $ 75 $ 119 n/a n/a
Templeton Developing Markets Portfolio Class 2.... $ 83 $ 141 n/a n/a

<CAPTION>
IF YOU ANNUITIZE AT THE END OF THE
APPLICABLE TIME PERIOD OR YOU DO
NOT SURRENDER YOUR CONTRACT*
---------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Growth Portfolio.................................. $ 19 $ 58 $ 100 $ 216
Bond Portfolio.................................... $ 18 $ 57 $ 98 $ 213
Money Market Portfolio............................ $ 19 $ 58 $ 100 $ 217
Asset Allocation Portfolio........................ $ 18 $ 56 $ 97 $ 211
Mortgage Securities Portfolio..................... $ 19 $ 58 $ 99 $ 215
Index 500 Portfolio............................... $ 17 $ 54 $ 92 $ 201
Capital Appreciation Portfolio.................... $ 21 $ 66 $ 113 $ 243
International Stock Portfolio..................... $ 23 $ 72 $ 124 $ 265
Small Company Portfolio........................... $ 21 $ 65 $ 111 $ 239
Maturing Government Bond 1998 Portfolio........... $ 15 $ 46 $ 82 $ 188
Maturing Government Bond 2002 Portfolio........... $ 15 $ 46 $ 82 $ 188
Maturing Government Bond 2006 Portfolio........... $ 17 $ 52 $ 90 $ 195
Maturing Government Bond 2010 Portfolio........... $ 17 $ 52 $ 90 $ 195
Value Stock Portfolio............................. $ 21 $ 65 $ 112 $ 241
Small Company Value Portfolio..................... $ 22 $ 67 n/a n/a
International Bond Portfolio...................... $ 29 $ 88 n/a n/a
Index 400 Mid-Cap Portfolio....................... $ 18 $ 57 n/a n/a
Micro-Cap Value Portfolio......................... $ 27 $ 82 n/a n/a
Macro-Cap Value Portfolio......................... $ 21 $ 66 n/a n/a
Micro-Cap Growth Portfolio........................ $ 25 $ 78 n/a n/a
Templeton Developing Markets Portfolio Class 2.... $ 33 $ 101 n/a n/a
</TABLE>

*Annuitization for this purpose means the election of an Annuity Option under
which benefits are expected to continue for at least five years.

11
<PAGE>
CONTRACT OWNER EXPENSE EXAMPLE
FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACT

You would pay the following expenses on a $1,000 investment assuming (1) 5%
annual return and (2) redemption at the end of each time period.
<TABLE>
<CAPTION>
IF YOU SURRENDERED YOUR
CONTRACT AT THE END OF
THE APPLICABLE TIME PERIOD
---------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Growth Portfolio.................................. $ 94 $ 120 $ 147 $ 216
Bond Portfolio.................................... $ 94 $ 119 $ 145 $ 213
Money Market Portfolio............................ $ 94 $ 120 $ 147 $ 217
Asset Allocation Portfolio........................ $ 93 $ 119 $ 144 $ 211
Mortgage Securities Portfolio..................... $ 94 $ 120 $ 146 $ 215
Index 500 Portfolio............................... $ 93 $ 116 $ 140 $ 201
Capital Appreciation Portfolio.................... $ 96 $ 128 $ 160 $ 243
International Stock Portfolio..................... $ 98 $ 134 $ 170 $ 265
Small Company Portfolio........................... $ 96 $ 126 $ 158 $ 239
Maturing Government Bond 1998 Portfolio........... $ 90 $ 109 $ 130 $ 188
Maturing Government Bond 2002 Portfolio........... $ 90 $ 109 $ 130 $ 188
Maturing Government Bond 2006 Portfolio........... $ 92 $ 115 $ 137 $ 195
Maturing Government Bond 2010 Portfolio........... $ 92 $ 115 $ 137 $ 195
Value Stock Portfolio............................. $ 96 $ 127 $ 159 $ 241
Small Company Value Portfolio..................... $ 97 $ 129 n/a n/a
International Bond Portfolio...................... $ 103 $ 149 n/a n/a
Index 400 Mid-Cap Portfolio....................... $ 94 $ 119 n/a n/a
Micro-Cap Value Portfolio......................... $ 101 $ 143 n/a n/a
Macro-Cap Value Portfolio......................... $ 96 $ 128 n/a n/a
Micro-Cap Growth Portfolio........................ $ 100 $ 139 n/a n/a
Templeton Developing Markets Portfolio Class 2.... $ 107 $ 161 n/a n/a

*Annuitization for this purpose means the election of an Annuity Option under
which benefits are expected to continue for at least five years.

12
<PAGE>
CONDENSED FINANCIAL INFORMATION

The financial statements of Minnesota Mutual Variable Annuity Account and of The
Minnesota Mutual Life Insurance Company may be found in the Statement of
Additional Information.
The table below gives per unit information about the financial history of each
sub-account from the inception of each to December 31, 1996. This information
should be read in conjunction with the financial statements and related notes of
Minnesota Mutual Variable Annuity Account included in this prospectus.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1996 1995 1994 1993 1992 1991 1990 1989
----------- ----------- ----------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Growth Sub-Account:
Unit value at beginning of
period.................... $2.630 $2.143 $2.152 $2.084 $2.012 $1.520 $1.535 $1.234
Unit value at end of
period.................... $3.043 $2.630 $2.143 $2.152 $2.084 $2.012 $1.520 $1.535
Number of units outstanding
at end of period.......... 38,448,452 35,809,340 33,090,790 25,980,318 18,152,996 10,204,896 6,759,950 4,899,370
Bond Sub-Account:
Unit value at beginning of
period.................... $2.153 $1.820 $1.931 $1.773 $1.683 $1.450 $1.370 $1.232
Unit value at end of
period.................... $2.189 $2.153 $1.820 $1.931 $1.773 $1.683 $1.450 $1.370
Number of units outstanding
at end of period.......... 36,732,062 28,069,241 23,798,963 18,794,458 11,267,890 6,184,694 5,250,072 3,880,390
Money Market Sub-Account:
Unit value at beginning of
period.................... $1.515 $1.455 $1.421 $1.402 $1.375 $1.321 $1.241 $1.157
Unit value at end of
period.................... $1.570 $1.515 $1.455 $1.421 $1.402 $1.375 $1.321 $1.241
Number of units outstanding
at end of period.......... 22,929,634 14,809,515 11,720,778 9,783,391 7,414,734 6,618,010 6,183,393 4,053,104
Asset Allocation Sub-Account:
Unit value at beginning of
period.................... $2.486 $2.014 $2.068 $1.967 $1.858 $1.460 $1.426 $1.202
Unit value at end of
period.................... $2.762 $2.486 $2.014 $2.068 $1.967 $1.858 $1.460 $1.426
Number of units outstanding
at end of period.......... 116,211,650 110,975,477 109,044,286 99,680,197 66,121,882 33,820,537 22,938,615 16,134,930
Mortgage Securities Sub-
Account:
Unit value at beginning of
period.................... $1.934 $1.660 $1.739 $1.612 $1.535 $1.337 $1.237 $1.104
Unit value at end of
period.................... $2.010 $1.934 $1.660 $1.739 $1.612 $1.535 $1.337 $1.237
Number of units outstanding
at end of period.......... 32,527,955 31,277,934 31,542,405 33,032,291 20,284,849 9,817,276 8,632,895 6,903,370
Index 500 Sub-Account
Unit value at beginning of
period.................... $2.425 $1.794 $1.796 $1.657 $1.563 $1.220 $1.285 $0.998
Unit value at end of
period.................... $2.913 $2.425 $1.794 $1.796 $1.657 $1.563 $1.220 $1.285
Number of units outstanding
at end of period.......... 46,097,553 35,272,024 29,639,298 23,455,059 16,294,129 11,254,609 13,788,252 10,567,879
Capital Appreciation Sub-
Account:
Unit value at beginning of
period.................... $2.524 $2.082 $2.062 $1.891 $1.823 $1.303 $1.344 $0.984
Unit value at end of
period.................... $2.932 $2.524 $2.082 $2.062 $1.891 $1.823 $1.303 $1.344
Number of units outstanding
at end of period.......... 51,023,999 45,964,468 40,739,415 30,907,396 21,822,440 10,874,168 6,767,806 3,831,974
International Stock Sub-
Account:
Unit value at beginning of
period.................... $1.462 $1.296 $1.317 $0.925 $1.000(b)
Unit value at end of
period.................... $1.730 $1.462 $1.296 $1.317 $0.925
Number of units outstanding
at end of period.......... 86,521,264 68,725,183 61,474,893 38,637,487 16,751,564
Small Company Sub-Account:
Unit value at beginning of
period.................... $1.591 $1.220 $1.164 $1.000(c)
Unit value at end of
period.................... $1.673 $1.591 $1.220 $1.164
Number of units outstanding
at end of period.......... 59,295,273 43,234,716 29,723,609 9,554,322

<CAPTION>
YEAR ENDED DECEMBER 31,
1988 1987 1986
---------- ---------- -----------
<S> <C> <C> <C>
Growth Sub-Account:
Unit value at beginning of
period.................... $1.081 $1.051 $1.074
Unit value at end of
period.................... $1.234 $1.081 $1.051
Number of units outstanding
at end of period.......... 3,160,624 2,786,799 1,359,015
Bond Sub-Account:
Unit value at beginning of
period.................... $1.166 $1.162 $1.063
Unit value at end of
period.................... $1.232 $1.166 $1.162
Number of units outstanding
at end of period.......... 2,588,056 2,045,581 1,827,496
Money Market Sub-Account:
Unit value at beginning of
period.................... $1.099 $1.055 $1.013
Unit value at end of
period.................... $1.157 $1.099 $1.055
Number of units outstanding
at end of period.......... 1,728,357 1,320,469 726,577
Asset Allocation Sub-Account:
Unit value at beginning of
period.................... $1.103 $1.088 $1.065
Unit value at end of
period.................... $1.202 $1.103 $1.088
Number of units outstanding
at end of period.......... 12,633,285 11,334,709 5,796,509
Mortgage Securities Sub-
Account:
Unit value at beginning of
period.................... $1.030 $1.000(a)
Unit value at end of
period.................... $1.104 $1.030
Number of units outstanding
at end of period.......... 5,611,257 5,103,386
Index 500 Sub-Account
Unit value at beginning of
period.................... $0.870 $1.000(a)
Unit value at end of
period.................... $0.998 $0.870
Number of units outstanding
at end of period.......... 6,238,579 5,527,842
Capital Appreciation Sub-
Account:
Unit value at beginning of
period.................... $0.926 $1.000(a)
Unit value at end of
period.................... $0.984 $0.926
Number of units outstanding
at end of period.......... 2,038,085 1,363,363
International Stock Sub-
Account:
Unit value at beginning of
period....................
Unit value at end of
period....................
Number of units outstanding
at end of period..........
Small Company Sub-Account:
Unit value at beginning of
period....................
Unit value at end of
period....................
Number of units outstanding
at end of period..........
</TABLE>

13
<PAGE>

<TABLE>
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Maturing Government Bond 1998
Sub-Account:
Unit value at beginning of
period.................... $1.124 $0.981 $1.000(d)
Unit value at end of
period.................... $1.156 $1.124 $0.981
Number of units outstanding
at end of period.......... 3,911,112 3,330,772 2,578,506
Maturing Government Bond 2002
Sub-Account:
Unit value at beginning of
period.................... $1.200 $0.972 $1.000(d)
Unit value at end of
period.................... $1.205 $1.200 $0.972
Number of units outstanding
at end of period.......... 2,935,860 2,417,823 2,528,509
Maturing Government Bond 2006
Sub-Account:
Unit value at beginning of
period.................... $1.281 $0.963 $1.000(d)
Unit value at end of
period.................... $1.250 $1.281 $0.963
Number of units outstanding
at end of period.......... 2,334,109 1,878,731 1,808,705
Maturing Government Bond 2010
Sub-Account:
Unit value at beginning of
period.................... $1.326 $0.951 $1.000(d)
Unit value at end of
period.................... $1.265 $1.326 $0.951
Number of units outstanding
at end of period.......... 2,077,124 924,681 913,358
Value Stock Sub-Account:
Unit value at beginning of
period.................... $1.375 $1.047 $1.000(d)
Unit value at end of
period.................... $1.778 $1.375 $1.047
Number of units outstanding
at end of period.......... 43,796,523 18,744,902 7,178,675
</TABLE>

(a) The information for the sub-account is shown for the period June 1, 1987 to
December 31, 1987. June 1, 1987 was the effective date of the 1933 Act
Registration for the sub-account.

(b) The information for the sub-account is shown for the period May 1, 1992 to
December 31, 1992. May 1, 1992 was the effective date of the 1933 Act
Registration for the sub-account.

(c) The information for the sub-account is shown for the period May 3, 1993 to
December 31, 1993. May 3, 1993 was the effective date of the 1933 Act
Registration for the sub-account.

(c) The information for the sub-account is shown for the period May 2, 1994 to
December 31, 1994. May 2, 1994 was the effective date of the 1933 Act
Registration for the sub-account.

14
<PAGE>
PERFORMANCE DATA

From time to time the Variable Annuity Account may publish advertisements
containing performance data relating to its sub-accounts. In the case of the
Money Market Sub-Account, the Variable Annuity Account will publish yield or
effective yield quotations for a seven-day or other specified period. In the
case of the other sub-accounts, performance data will consist of average annual
total return quotations for a one-year period and for the period since the sub-
account became available pursuant to the Variable Annuity Account's registration
statement, and may also include cumulative total return quotations for the
period since the sub-account became available pursuant to such registration
statement. The Money Market sub-account may also quote such average annual and
cumulative total return figures. Performance figures used by the Variable
Annuity Account are based on historical information of the sub-accounts for
specified periods, and the figures are not intended to suggest that such
performance will continue in the future. Performance figures of the Variable
Annuity Account will reflect only charges made against the net asset value of
the Variable Annuity Account pursuant to the terms of the contracts offered by
this Prospectus. The various performance figures used in Variable Annuity
Account advertisements relating to the contracts described in this Prospectus
are summarized below. More detailed information on the computations is set forth
in the Statement of Additional Information.

MONEY MARKET SUB-ACCOUNT YIELD. Yield quotations for the Money Market
Sub-Account are based on the income generated by an investment in the
sub-account over a specified period, usually seven days. The figures are
"annualized," that is, the amount of income generated by the investment during
the period is assumed to be generated over a 52-week period and is shown as a
percentage of the investment. Effective yield quotations are calculated
similarly, but when annualized the income earned by an investment in the sub-
account is assumed to be reinvested. Effective yield quotations will be slightly
higher than yield quotations because of the compounding effect of this assumed
reinvestment. Yield and effective yield figures quoted by the Sub-Account will
not reflect the deduction of any applicable deferred sales charges.

TOTAL RETURN FIGURES. Cumulative total return figures may also be quoted for
all Sub-Accounts. Cumulative total return is based on a hypothetical $1,000
investment in the Sub-Account at the beginning of the advertised period, and is
equal to the percentage change between the $1,000 net asset value of that
investment at the beginning of the period and the net asset value of that
investment at the end of the period. Cumulative total return figures quoted by
the Sub-Account will not reflect the deduction of any applicable deferred sales
charges.
Prior to May 3, 1993, several of the Advantus Sub-Accounts were known by
different names. The Growth Sub-Account was the Stock Sub-Account, the Asset
Allocation Sub-Account was the Managed Sub-Account, the Index 500 Sub-Account
was the Index Sub-Account and the Capital Appreciation Sub-Account was the
Aggressive Growth Sub-Account.
All cumulative total return figures published for Sub-Accounts will be
accompanied by average annual total return figures for a one-year period,
five-year period and for the period since the Sub-Account became available
pursuant to the Variable Annuity Account's registration statement. Average
annual total return figures will show for the specified period the average
annual rate of return required for an initial investment of $1,000 to equal the
surrender value of that investment at the end of the period. The surrender value
will reflect the deduction of the deferred sales charge applicable to the
contract and to the length of the period advertised. Such average annual total
return figures may also be accompanied by average annual total return figures,
for the same or other periods, which do not reflect the deduction of any
applicable deferred sales charges.

PREDICTABILITY OF RETURN. For each of the Maturing Government Bond
Sub-Accounts, Minnesota Mutual will calculate an anticipated growth rate (AGR)
on each day that the underlying Portfolio of the Fund is valued. Minnesota
Mutual may also calculate an anticipated value at maturity (AVM) on any such
day. Daily calculations for each are necessary because (i) the AGR and AVM
calculations assume, among other things, an expense ratio and portfolio
composition that remains unchanged for the life of each such Sub-Account to the
target date at maturity, and (ii) such calculations are therefore meaningful as
a measure of predictable return with respect to particular units only if such
units are held to the applicable target maturity date and only with respect to
units purchased on the date of such calculations (the AGR and AVM applicable to

15
<PAGE>
units purchased on any other date may be materially different). Those
assumptions can only be hypothetical given that owners of contracts have the
option to purchase or redeem units on any business day through contract
activity, and will receive dividend and capital gain distributions through the
receipt of additional shares to their unit values. A number of factors in
addition to contract owner activity can cause a Maturing Government Bond Sub-
Account's AGR and AVM to change from day to day. These include the adviser's
efforts to improve total return through market opportunities, transaction costs,
interest rate changes and other events that affect the market value of the
investments held in each Maturing Government Bond Portfolio in the Fund. Despite
these factors, it is anticipated that if specific units of a Maturing Government
Bond Sub-Account are held to the applicable target maturity date, then the AGR
and AVM applicable to such units (i.e., calculated as of the date of purchase of
such units) will vary from the actual return experienced by such units within a
narrow range.

- - ------------------------------------------------------------------------
GENERAL DESCRIPTIONS

A. THE MINNESOTA MUTUAL LIFE INSURANCE COMPANY
We are a mutual life insurance company organized in 1880 under the laws of
Minnesota. Our home office is at 400 Robert Street North, St. Paul, Minnesota
55101-2098, telephone: (612) 665-3500. We are licensed to do a life insurance
business in all states of the United States (except New York where we are an
authorized reinsurer), the District of Columbia, Canada, Puerto Rico, and Guam.

B. VARIABLE ANNUITY ACCOUNT
A separate account called the Minnesota Mutual Variable Annuity Account was
established on September 10, 1984, by our Board of Trustees in accordance with
certain provisions of the Minnesota insurance law. The separate account is
registered as a "unit investment trust" with the Securities and Exchange
Commission under the Investment Company Act of 1940, but such registration does
not signify that the Securities and Exchange Commission supervises the
management, or the investment practices or policies, of the Variable Annuity
Account. The separate account meets the definition of a "separate account" under
the federal securities laws.
The Minnesota law under which the Variable Annuity Account was established
provides that the assets of the Variable Annuity Account shall not be chargeable
with liabilities arising out of any other business which we may conduct, but
shall be held and applied exclusively to the benefit of the holders of those
variable annuity contracts for which the separate account was established. The
investment performance of the Variable Annuity Account is entirely independent
of both the investment performance of our General Account and of any other
separate account which we may have established or may later establish. All
obligations under the contracts are general corporate obligations of Minnesota
Mutual.
The Variable Annuity Account currently has twenty-one sub-accounts to which
contract owners may allocate purchase payments. Each sub-account invests in
shares of a corresponding Portfolio of the Funds. Additional sub-accounts may be
added at our discretion.

C. ADVANTUS SERIES FUND, INC.
The Variable Annuity Account currently invests in Advantus Series Fund, Inc.
(the "Series Fund"), a mutual fund of the series type which is advised by
Advantus Capital Management, Inc. Prior to May 1, 1997, the name of the Series
Fund was "MIMLIC Series Fund, Inc." On January 14, 1997, the Series Fund's Board
of Directors approved an amendment of the Series Fund's Articles of
Incorporation for the purpose of changing the name of the Series Fund to
"Advantus Series Fund, Inc." effective May 1, 1997. The purpose of the name
change is to provide the Series Fund with a more distinctive name which may
provide greater visibility and name recognition, which reflects the name of its
adviser, and which may provide additional marketing opportunities for variable
contracts investing in shares of the Series Fund. The change in the Series
Fund's name will not result in any change in investment objectives, policies or
practices for the Series Fund or any of its portfolios. The Series Fund is
registered with the Securities and Exchange Commission as a diversified,
open-end management investment company, but such registration does not signify
that the Commission supervises the management, or the investment practices or
policies, of the Series Fund. The Series Fund issues its shares, continually and
without sales charge, only to us and our separate accounts, which currently
include the Variable Annuity

16
<PAGE>
Account, Variable Fund D, the Variable Life Account, the Group Variable Annuity
Account and the Variable Universal Life Account. The Series Fund may also be
used as the underlying investment medium for separate accounts of the Northstar
Life Insurance Company, a wholly-owned life insurance subsidiary of Minnesota
Mutual which is domiciled in New York. Shares are sold and redeemed at net asset
value. In the case of a newly issued contract, purchases of shares of the
Portfolios of the Series Fund in connection with the first purchase payment will
be based on the values next determined after issuance of the contract by us.
Redemptions of shares of the Portfolios of the Series Fund are made at the net
asset value next determined following the day we receive a request for transfer,
partial withdrawal or surrender at our home office. In the case of outstanding
contracts, purchases of shares of the Portfolio of the Series Fund for the
Variable Annuity Account are made at the net asset value of such shares next
determined after receipt by us of contract purchase payments.
The Series Fund's investment adviser is Advantus Capital Management, Inc.
("Advantus Capital"). Advantus Capital is a wholly-owned subsidiary of MIMLIC
Asset Management Company ("MIMLIC Management") which prior to May 1, 1997,
served as investment adviser to the Series Fund. MIMLIC Management is a
wholly-owned subsidiary of Minnesota Mutual. The same portfolio managers and
other personnel who previously provided investment advisory services to the
Series Fund through MIMLIC Management continue to provide the same services
through Advantus Capital. It acts as an investment adviser to the Fund pursuant
to an advisory agreement.
Advantus Capital acts as investment adviser for the Fund and its Portfolios.
Winslow Capital Management, Inc., a Minnesota corporation with principal offices
at 4720 IDS Tower, 80 South Eighth Street, Minneapolis, Minnesota 55402, has
been retained under an investment sub-advisory agreement with Advantus Capital
Management, Inc. to provide investment advice and, in general, conduct the
management and investment program of the Capital Appreciation Portfolio.
Similarly, Templeton Investment Counsel, Inc., a Florida corporation with
principal offices in Fort Lauderdale, Florida, has been retained under an
investment sub-advisory agreement to provide investment advice to the
International Stock Portfolio of the Fund. J.P. Morgan Investment Management
Inc., a Delaware corporation with principal offices in New York, New York, has
been retained under an investment sub-advisory agreement to provide investment
advice for the Macro-Cap Value Portfolio of the Fund. Keystone Investment
Management Company, a Delaware corporation with principal offices in Boston,
Massachusetts, has been retained under an investment sub-advisory agreement to
provide investment advice for the Micro-Cap Value Portfolio of the Fund. Wall
Street Associates, a California corporation with principal offices in La Jolla,
California, as been retained under an investment sub-advisory agreement to
provide investment advice for the Micro-Cap Growth Portfolio of the Fund. Julius
Baer Investment Management, Inc., a Delaware corporation with principal offices
in New York, New York, has been retained under an investment sub-advisory
agreement to provide investment advice for the International Bond Portfolio of
the Fund.
A prospectus for the Fund is attached to this Prospectus. A person should
carefully read the Fund's prospectus before investing in the contracts.

D. TEMPLETON VARIABLE PRODUCTS SERIES FUND
In addition to the investments in the Fund, the Variable Annuity Account invests
in the Templeton Developing Markets Fund, a diversified portfolio of the
Templeton Variable Products Series Fund, a mutual fund of the series type.
The investment objectives and certain policies of the Templeton Developing
Markets Fund available under the Contract are as follows:

The Templeton Developing Markets Fund seeks long-term capital appreciation.
It pursues this objective by investing primarily in equity securities of
issuers in countries having developing markets. Countries generally
considered to have developing markets are all countries that are considered
to be developing or emerging countries by the International Bank for
Reconstruction and Development (more commonly referred to as the World Bank)
or the International Finance Corporation, as well as countries that are
classified by the United Nations or otherwise regarded by their authorities
as developing.
Class 2 of the Templeton Developing Markets Fund pays 0.25% of the average
daily net assets

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<PAGE>
annually under a distribution plan adopted under Rule 12b-1 of the Investment
Company Act of 1940. Amounts paid under the 12b-1 plan to Minnesota Mutual may
be used for certain contract owner services or distribution activities.
The investment adviser of Templeton Developing Markets Fund is Templeton Asset
Management Ltd., a Singapore corporation. It is an indirect wholly-owned
subsidiary of Franklin Resources, Inc. ("Franklin"). Through its subsidiaries,
Franklin is engaged in the financial services industry. The Templeton
organization has been investing globally since 1940 and, with its affiliates,
provides investment management and advisory services to a worldwide client base.
The investment adviser and its affiliates have offices worldwide.

E. ADDITIONS, DELETIONS OR SUBSTITUTIONS
We retain the right, subject to any applicable law, to make substitutions with
respect to the investments of the sub-accounts of the Variable Annuity Account.
If investment in a fund should no longer be possible or if we determine it
becomes inappropriate for contracts of this class, we may substitute another
fund for a sub-account. Substitution may be with respect to existing
accumulation values, future purchase payments and future annuity payments.
We may also establish additional sub-accounts in the Variable Annuity Account
and we reserve the right to add, combine or remove any sub-accounts of the
Variable Annuity Account. Each additional sub-account will purchase shares in a
new portfolio or mutual fund. Such sub-accounts may be established when, in our
sole discretion, marketing, tax, investment or other conditions warrant such
action. Similar considerations will be used by us should there be a
determination to eliminate one or more of the sub-accounts of the Variable
Annuity Account. The addition of any investment option will be made available to
existing contract owners on such basis as may be determined by us.
We also reserve the right, when permitted by law, to de-register the Variable
Annuity Account under the Investment Company Act of 1940, to restrict or
eliminate any voting rights of the contract owners, and to combine the Variable
Annuity Contract with one or more of our other separate accounts.
Shares of the Portfolios of the Funds are also sold to other separate
accounts, which are used to receive and invest premiums paid under variable life
policies. It is conceivable that in the future it may be disadvantageous for
variable life insurance separate accounts and variable annuity separate accounts
to invest in the Fund simultaneously. Although neither Minnesota Mutual nor the
Funds currently foresees any such disadvantages either to variable life
insurance policy owners or to variable annuity contract owners, the Fund's Board
of Directors intends to monitor events in order to identify any material
conflicts between such policy owners and contract owners and to determine what
action, if any, should be taken in response thereto. Such action could include
the sale of Fund shares by one or more of the separate accounts, which could
have adverse consequences. Material conflicts could result from, for example,
(1) changes in state insurance laws, (2) changes in Federal income tax laws, (3)
changes in the investment management of any of the Portfolios of the Fund, or
(4) differences in voting instructions between those given by policy owners and
those given by contract owners.

- - ------------------------------------------------------------------------
CONTRACT CHARGES

A. SALES CHARGES
No sales charge is deducted from the purchase payments for these contracts.
However, when a contract's accumulation value is reduced by a withdrawal,
surrender or applied to provide an annuity, a deferred sales charge may be
deducted for expenses relating to the sale of the contracts.
No deferred sales charge is deducted from the accumulation value withdrawn if:
(a) the withdrawal occurs after a contract has been in force for at least ten
contract years, (b) withdrawals during the first calendar year are equal to or
less than 10% of the purchase payments and, if in subsequent calendar years they
are equal to or less than 10% of the accumulation value at the end of the
previous calendar year, (c) the withdrawal is on account of the annuitant's
death, or (d) the withdrawal is for the purpose of providing annuity payments
under an option where payments are expected to continue for at least five years.
If withdrawals in a calendar year exceed 10% of those purchase payments or
accumulation value, the sales charge applies to the amount of the excess
withdrawal. In addition, we will waive the sales charge on that portion of a
contract's accumulation value which is applied to the

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<PAGE>
purchase of an Adjustable Income Annuity, which is an immediate variable annuity
contract, issued by us.
The sales charge is deducted from the remaining accumulation value of the
contract except in the case of a surrender, where it reduces the amount
distributed. We will deduct the sales charge proportionally from the fixed and
variable accumulation value of the contract.
The amount of the deferred sales charge, expressed as a percentage of the
accumulation value withdrawn, is shown in the following table. Percentages are
shown as of the contract date and the end of each of the first ten contract
years. The percentages decrease uniformly each month for 120 months from the
contract date. In no event will the sum of the deferred sales charges exceed 9%
of the purchase payments made under a contract.

<TABLE>
<CAPTION>
DEFERRED SALES CHARGE
-------------------------------
FLEXIBLE
PAYMENT SINGLE PAYMENT
VARIABLE VARIABLE
BEGINNING OF ANNUITY ANNUITY
CONTRACT YEAR CONTRACT CONTRACT
- - -------------------- ----------- --------------
<S> <C> <C>
1 9.0% 6.0%
2 8.1 5.4
3 7.2 4.8
4 6.3 4.2
5 5.4 3.6
6 4.5 3.0
7 3.6 2.4
8 2.7 1.8
9 1.8 1.2
10 0.9 0.6
11 -0- -0-
</TABLE>

Deduction for any applicable state premium taxes may be made from each purchase
payment or at the commencement of annuity payments. (Currently, such taxes range
from 0.5% to 3.5%, depending on the applicable law.) Any amount withdrawn from
the contract may be reduced by any premium taxes not previously deducted from
purchase payments.
As a percentage of purchase payments paid to the contracts, MIMLIC Sales
Corporation ("MIMLIC Sales"), the principal underwriter, may pay up to 4.5% of
the amount of those purchase payments to broker-dealers responsible for the
sales of the contracts. In addition, MIMLIC Sales or Minnesota Mutual will pay,
based uniformly on the sale of variable annuity contracts by such
broker-dealers, credits which allow registered representatives who are
responsible for sales of variable annuity contracts to attend conventions and
other meetings sponsored by Minnesota Mutual or its affiliates for the purpose
of promoting the sale of the insurance and/or investment products offered by
Minnesota Mutual and its affiliates. Such credits may cover the registered
representatives' transportation, hotel accommodations, meals, registration fees
and the like. Minnesota Mutual may also pay those registered representatives
amounts based upon their production and the persistency of life insurance and
annuity business placed with Minnesota Mutual.

B. MORTALITY AND EXPENSE RISK CHARGES
We assume the mortality risk under the contracts by our obligation to continue
to make monthly annuity payments, determined in accordance with the annuity rate
tables and other provisions contained in the contracts, to each annuitant
regardless of how long that annuitant lives or all annuitants as a group live.
This assures an annuitant that neither the annuitant's own longevity nor an
improvement in life expectancy generally will have an adverse effect on the
monthly annuity payments received under the contract.
We assume an expense risk by assuming the risk that deductions provided for in
the contracts for the sales and administrative expenses will be adequate to
cover the expenses incurred.
For assuming these risks, we currently make a deduction from the Variable
Annuity Account at the annual rate of .80% for the mortality risk and .45% for
the expense risk. We reserve the right to increase the charge for the assumption
of expense risks to not more than .60%. If this charge is increased to this
maximum amount, then the total of the mortality risk and expense risk charge
would be 1.40% on an annual basis.
For a discussion of how these charges are applied in the calculation of the
accumulation unit value, please see the discussion entitled "Purchase Payments,
Value of the Contract and Transfers" on page 26.
If these deductions prove to be insufficient to cover the actual cost of the
expense and mortality risks assumed by us, then we will absorb the resulting
losses and make sufficient transfers to the Variable Annuity Account from our
general account, where appropriate. Conversely, if these deductions prove to be
more than sufficient after the establishment of any contingency reserves deemed
prudent or required by law, any excess will be profit (or "surplus") to us. Some
or all of such profit may be used to cover any distribution costs not recovered
through the deferred sales charge.

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<PAGE>
EXCHANGE OFFER

Persons owning or having an interest in certain of our fixed and variable
annuities may exchange those interests for the contracts described herein and
transfer current accumulation values into the contracts.
The persons eligible for the exchange include: owners of individual fixed
annuities issued by Minnesota Mutual and The Ministers Life Insurance Company
except for those contracts known as SPDA 3 and SecureOption III; participants
under Minnesota Mutual group annuities offering fixed benefits in situations
other than where the contract is issued in connection with a stock bonus,
pension or profit sharing plan which meets the requirements for qualification
under section 401 of the Internal Revenue Code and variable annuity contracts
issued by Minnesota Mutual Variable Fund D with a contingent deferred sales
charge.
Persons who own combination fixed and variable annuity contracts, where any
general account assets are beyond the period where a withdrawal charge is
applicable, may also be eligible for such contract exchanges. For these
contracts, allocations as between fixed and variable accumulations may not be
altered at the time of the exchange. In addition, for contracts with interests
in Minnesota Mutual Variable Fund D, other than those with a contingent deferred
sales load, the contract or participation must be of at least ten year's
duration. No charge is made to this transfer. For contracts described in this
Prospectus, where the contract type is to be exchanged, for example from a
single payment contract to a flexible payment contract, we will allow such an
exchange only during the original contract's first contract year and if there
have been no transfers or withdrawals. In some circumstances where multiple
contracts are being exchanged for the convenience of the contractholder, a
charge of $50 to cover administrative expense may be imposed.
For exchanges from annuities where a sales charge is deducted from each
purchase payment received from the owner, accumulation values credited to a
contract at the time of transfer will not be subject to a deferred sales charge
at any time. However, purchase payments subsequently made to the contract may be
subject to a deferred sales charge if such amounts are then withdrawn,
surrendered or applied to provide an annuity. The deferred sales charge will be
applied so that the contract year of the contract will be determined as of the
contract date of the annuity from which the accumulation value was transferred.
For exchanges from annuities where a deferred sales charge may be made on
withdrawals, surrenders or when amounts are applied to provide an annuity, no
deferred sales charge will be made at the time of transfer. However, a deferred
sales charge may be deducted from the accumulation value of the contract on such
a basis so that the contract year of the contract will be determined as of the
contract date of the annuity from which the accumulation value was transferred
or, if transfer is of participation in a group annuity, from the first day of
the month in which contributions were first received from the individual under
the group annuity contract on behalf of that individual.
In considering an exchange, you should review the provisions of the contract
you now own and the contracts described in the Prospectus. To effect such an
exchange, your completed application, Annuity Exchange Authorization and
existing annuity contracts should be returned to us.
Inquiries regarding the contracts mentioned above or the contracts described
in this Prospectus may be directed to us at: Minnesota Mutual Life Center, 400
Robert Street North, St. Paul, Minnesota 55101-2098; or by calling us at (612)
665-3500.

- - ------------------------------------------------------------------------
VOTING RIGHTS

The Fund shares held in the Variable Annuity Account will be voted by us at the
regular and special meetings of the Funds. Shares attributable to contracts will
be voted by us in accordance with instructions received from contract owners
with voting interests in each sub-account of the Variable Annuity Account. In
the event no instructions are received from a contract owner with respect to
shares of a Portfolio held by a sub-account, we will vote such shares of the
Portfolio and shares not attributable to contracts in the same proportion as
shares of the Portfolio held by such sub-account for which instructions have
been received. The number of votes which are available to a contract owner will
be calculated separately for each sub-account of the Variable Annuity Account.
If, however, the Investment Company Act of 1940 or any regulation under that Act
should change so that we may be

20
<PAGE>
allowed to vote shares in our own right, then we may elect to do so.
During the accumulation period of each contract, the contract owner holds the
voting interest in each contract. The number of votes will be determined by
dividing the accumulation value of the contract attributable to each sub-account
by the net asset value per share of the underlying Fund shares held by that sub-
account.
During the annuity period of each contract, the annuitant holds the voting
interest in each contract. The number of votes will be determined by dividing
the reserve for each contract allocated to each sub-account by the net asset
value per share of the underlying Fund shares held by that sub-account. After an
annuity begins, the votes attributable to any particular contract will decrease
as the reserves decrease. In determining any voting interest, fractional shares
will be recognized.
We shall notify each contract owner or annuitant of a Fund shareholders'
meeting if the shares held for the contract owner's contract may be voted at
such meeting. We will also send proxy materials and a form of instruction so
that you can instruct us with respect to voting.

- - ------------------------------------------------------------------------------
DESCRIPTION OF THE CONTRACTS

A. GENERAL PROVISIONS

1. TYPES OF CONTRACTS OFFERED

(a) Single Payment Variable Annuity Contract

This type of contract may be used in connection with a pension or
profit-sharing plan under which plan contributions have been accumulating.
It may be used in connection with a plan which has previously been funded
with insurance or annuity contracts. It may be used under state deferred
compensation plans or individual retirement annuity programs. It may also be
purchased by individuals not as a part of any qualified plan. The contract
provides for a fixed or variable annuity to begin at some future date with
the purchase payment made either in a lump sum or in a series of payments in
a single contract year.

(b) Flexible Payment Variable Annuity Contract

This type of contract may be used in connection with all types of plans,
state deferred compensation plans or individual retirement annuities adopted
by or on behalf of individuals. It may also be purchased by individuals not
as a part of any plan. The contract provides for a variable annuity or a
fixed annuity to begin at some future date with the purchase payments for
the contract to be paid prior to the annuity commencement date in a series
of payments flexible in respect to the date and amount of payment.

2. ISSUANCE OF CONTRACTS
The contracts are issued to you, the contract owner named in the application.
The owner of the contract may be the annuitant or someone else.

3. MODIFICATION OF THE CONTRACTS
A contract may be modified at any time by written agreement between you and us.
However, no such modification will adversely affect the rights of an annuitant
under the contract unless the modification is made to comply with a law or
government regulation. You will have the right to accept or reject the
modification. This right of acceptance or rejection is limited for contracts
used as individual retirement annuities.

4. ASSIGNMENT
If the contract is sold in connection with a tax-qualified program, (including
employer sponsored employee pension benefit plans, tax-sheltered annuities and
individual retirement annuities,) your or the annuitant's interest may not be
assigned, sold, transferred, discounted or pledged as collateral for a loan or
as security for the performance of an obligation or for any other purpose, and
to the maximum extent permitted by law, benefits payable under the contract
shall be exempt from the claims of creditors.
If the contract is not issued in connection with a tax-qualified program, the
interest of any person in the contract may be assigned during the lifetime of
the annuitant. We will not be bound by any assignment until we have recorded
written notice of it at our home office. We are not responsible for the validity
of any assignment. An assignment will not apply to any payment or action made by
us before it was recorded. Any proceeds which become payable to an assignee will
be payable in a single sum. Any claim made by an assignee will be subject to
proof of the assignee's interest and the extent of the assignment.

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<PAGE>
5. LIMITATIONS ON PURCHASE PAYMENTS
For the single payment variable annuity contract, the single payment will be
deemed to include all purchase payments made within 12 months of the contract
date. The amount of an initial purchase payment must be at least $5,000. The
amount of any subsequent payment during that 12 month period must be at least
$1,000. Some states, for example, New Jersey, will limit these contracts to a
single purchase payment and contracts issued there are so limited.
You choose when to make purchase payments under a flexible payment variable
annuity contract. There is no minimum purchase payment amount and there is no
minimum amount which must be allocated to any sub-account of the Variable
Annuity Account or to the General Account.
Total purchase payments under either contract may not exceed $1,000,000,
except with our consent.
We may cancel a flexible payment contract, in our discretion, if no purchase
payments are made for a period of two or more full contract years and both (a)
the total purchase payments made, less any withdrawals and associated charges,
and (b) the accumulation value of the entire contract, are less than $2,000. If
such a cancellation takes place, we will pay you the accumulation value of your
contract and we will notify you, in advance, of our intent to exercise this
right in our annual report which advises contract owners of the status of their
contracts. We will act to cancel the contract ninety days after the contract
anniversary unless an additional purchase payment is received before the end of
that ninety day period. Contracts issued in some states, for example, New
Jersey, do not permit such a cancellation and contracts issued there do not
contain this provision.
There may be limits on the maximum contributions to retirement plans that
qualify for special tax treatment.

6. DEFERMENT OF PAYMENT
Whenever any payment under a contract is to be made in a single sum, payment
will be made within seven days after the date such payment is called for by the
terms of the contract, except as payment may be subject for postponement for:

(a) any period during which the New York Stock Exchange is closed other than
customary weekend and holiday closings, or during which trading on the
New York Stock Exchange is restricted, as determined by the Securities
and Exchange Commission;

(b) any period during which an emergency exists as determined by the
Commission as a result of which it is not reasonably practical to
dispose of securities in the Fund or to fairly determine the value of
the assets of the Fund; or

7. PARTICIPATION IN DIVISIBLE SURPLUS
The contracts participate in our divisible surplus, according to the annual
determination of our Board of Trustees as to the portion, if any, of our
divisible surplus which has accrued on the contracts.
No assurance can be given as to the amount of divisible surplus, if any, that
will be distributable under these contracts in the future. Such amount may arise
if mortality and expense experience is more favorable than assumed. When any
distribution of divisible surplus is made, it may take the form of additional
payments to annuitants or the crediting of additional accumulation units.

B. ANNUITY PAYMENTS AND OPTIONS

1. ANNUITY PAYMENTS
Variable annuity payments are determined on the basis of (a) the mortality table
specified in the contract, which reflects the age of the annuitant, (b) the type
of annuity payment option selected, and (c) the investment performance of the
Fund Portfolios selected by the contract owner. The amount of the variable
annuity payments will not be affected by adverse mortality experience or by an
increase in our expenses in excess of the expense deductions provided for in the
contract. The annuitant will receive the value of a fixed number of annuity
units each month. The value of such units, and thus the amounts of the monthly
annuity payments will, however, reflect investment gains and losses and
investment income of the Funds, and thus the annuity payments will vary with the
investment experience of the assets of the Portfolio of the Fund selected by the
contract owner.

2. ELECTING THE RETIREMENT DATE AND FORM OF ANNUITY
The contracts provide for four optional annuity forms, any one of which may be
elected if permitted by law. Each annuity option may be

22
<PAGE>
elected on either a variable annuity or a fixed annuity basis, or a combination
of the two. Other annuity options may be available from us on request.
While the contracts require that notice of election to begin annuity payments
must be received by us at least 30 days prior to the annuity commencement date,
we are currently waiving that requirement for such variable annuity elections
received at least three valuation days prior to the 15th of the month. We
reserve the right to enforce the 30 day notice requirement at our option at any
time in the future.
Each contract permits an annuity payment to begin on the first day of any
month. Under the contracts payment must begin before the later of the 85th
birthday of the annuitant, or five years after the date of issue of the
contracts. A variable annuity will be provided and the annuity option shall be
Option 2A, a life annuity with a period of 120 months. The minimum first monthly
annuity payment on either a variable or fixed dollar basis is $20. If such first
monthly payment would be less than $20, we may fulfill our obligation by paying
in a single sum the surrender value of the contract which would otherwise have
been applied to provide annuity payments.
Once annuity payments have commenced, you cannot surrender an annuity benefit
and receive a single sum settlement in lieu thereof.
Benefits under retirement plans that qualify for special tax treatment
generally must commence no later than the April 1 following the year in which
the participant reaches age 70 1/2 and are subject to other conditions and
restrictions.

3. OPTIONAL ANNUITY FORMS

OPTION 1--LIFE ANNUITY
This is an annuity payable monthly during the lifetime of the annuitant and
terminating with the last monthly payment preceding the death of the annuitant.
This option offers the maximum monthly payment since there is no guarantee of a
minimum number of payments or provision for a death benefit for beneficiaries.
It would be possible under this option for the annuitant to receive only one
annuity payment if he died prior to the due date of the second annuity payment,
two if he died before the due date of the third annuity payment, etc.

OPTION 2--LIFE ANNUITY WITH A PERIOD CERTAIN OF 120 MONTHS (OPTION 2A), 180
MONTHS (OPTION 2B), OR 240 MONTHS (OPTION 2C)
This is an annuity payable monthly during the lifetime of the annuitant, with
the guarantee that if the annuitant dies before payments have been made for the
period certain elected, payments will continue to the beneficiary during the
remainder of the period certain. If the beneficiary so elects at any time during
the remainder of the period certain, the present value of the remaining
guaranteed number of payments, based on the then current dollar amount of one
such payment and using the same interest rate which served as a basis for the
annuity shall be paid in a single sum to the beneficiary.

OPTION 3--JOINT AND LAST SURVIVOR ANNUITY
This is an annuity payable monthly during the joint lifetime of the annuitant
and a designated joint annuitant and continuing thereafter during the remaining
lifetime of the survivor. Under this option there is no guarantee of a minimum
number of payments or provision for a death benefit for beneficiaries. If this
option is elected, the contract and payments shall then be the joint property of
the annuitant and the designated joint annuitant. It would be possible under
this option for both annuitants to receive only one annuity payment if they both
died prior to the due date of the second annuity payment, two if they died
before the due date of the third annuity payment, etc.

OPTION 4--PERIOD CERTAIN ANNUITY
This is an annuity payable monthly for a period certain of from 5 to 20 years,
as elected. If the annuitant dies before payments have been made for the period
certain elected, payments will continue during the remainder of the fixed period
to the beneficiary. Contracts issued prior to May of 1993, or such later date as
we receive regulatory approval to issue these new contracts in a state and are
administratively able to do so, may allow the election of a period certain
option of less than five years. In the event of the death of the annuitant, the
beneficiary may elect that (1) the present value of the remaining guaranteed
number of payments, based on the then current dollar amount of one such payment
and using the same interest rate which served as a basis for the annuity, shall
be paid in a single sum, or (2) such commuted amount shall be applied to effect
a life annuity under Option 1 or Option 2.

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<PAGE>
4. DETERMINATION OF AMOUNT OF FIRST MONTHLY ANNUITY PAYMENT
Under the contracts described in this Prospectus, the first monthly annuity
payment is determined by the available value of the contract when an annuity
begins. In addition, a number of states do impose a premium tax on the amount
used to purchase an annuity benefit, depending on the type of plan involved.
Where applicable, these taxes currently range from 0.0% to 3.5% and are deducted
from the contract value applied to provide annuity payments. We reserve the
right to make such deductions from purchase payments as they are received.
The amount of the first monthly payment depends on the optional annuity form
elected and the adjusted age of the annuitant. A formula for determining the
adjusted age is contained in the contract.
The contracts contain tables indicating the dollar amount of the first fixed
monthly payment under each optional annuity form for each $1,000 of value
applied. The tables are determined from the Progressive Annuity Table with
interest at the rate of 3% per annum, assuming births in the year 1900 and an
age setback of six years. Also, for contracts issued after 1993 or such later
date as we may be able to issue this contract in a jurisdiction, the contract
contains a provision that applies a contract fee of $200 when a fixed annuity is
elected. If, when annuity payments are elected, we are using tables of annuity
rates for these contracts which result in larger annuity payments, we will use
those tables instead.
The dollar amount of the first monthly variable annuity payment is determined
by applying the available value (after deduction of any premium taxes not
previously deducted) to a rate per $1,000 which is based on the Progressive
Annuity Table with interest at the rate of 4.5% per annum, assuming births in
the year 1900 and with an age setback of six years. The amount of the first
payment depends upon the annuity payment option selected and the adjusted age of
the annuity and any joint annuitant. A number of annuity units is then
determined by dividing this dollar amount by the then current annuity unit
value. Thereafter, the number of annuity units remains unchanged during the
period of annuity payments. This determination is made separately for each sub-
account of the separate account. The number of annuity units is based upon the
available value in each sub-account as of the date annuity payments are to
begin.
The dollar amount determined for each sub-account will then be aggregated for
purposes of making payment.
The 4.5% interest rate assumed in the variable annuity determination would
produce level annuity payments if the net investment rate remained constant at
4.5% per year. Subsequent payments will decrease, remain the same or increase
depending upon whether the actual net investment rate is less than, equal to, or
greater than 4.5%. A higher interest rate means a higher initial payment, but a
more slowly rising (or more rapidly falling) series of subsequent payments. A
lower assumption has the opposite effect. For contracts issued prior to May of
1993, or such later date as when we receive regulatory approval to issue these
new contracts in a state and are administratively able to do so, which utilized
such a lower rate, the payments will differ from these contracts in the manner
described.
Annuity payments are always made as of the first day of a month. The contracts
require that notice of election to begin annuity payments must be received by us
at least thirty days prior to the annuity commencement date. However, Minnesota
Mutual currently waives this requirement, and at the same time reserves the
right to enforce the thirty day notice at its option in the future.
Money will be transferred to the General Account for the purpose of electing
fixed annuity payments, or to the appropriate variable sub-accounts for variable
annuity payments, on the valuation date coincident with the first valuation date
following the fourteenth day of the month preceding the date on which the
annuity is to begin.
If a request for a fixed annuity is received between the first valuation date
following the fourteenth day of the month and the second to last valuation date
of the month prior to commencement, the transfer will occur on the valuation
date coincident with or next following the date on which the request is
received. If a fixed annuity request is received after the third to the last
valuation day of the month prior to commencement, it will be treated as a
request received the following month, and the commencement date will be changed
to the first of the month following the requested commencement date. The account
value used to determine fixed annuity payments will be the value as of the last
valuation date of the month preceding the date the fixed annuity is to begin.
If a variable annuity request is received after the third valuation date
preceding the first

24
<PAGE>
valuation date following the fourteenth day of the month prior to the
commencement date, it will be treated as a request received the following month,
and the commencement date will be changed to the first of the month following
the requested commencement date. The account value used to determine the initial
variable annuity payment will be the value as of the first valuation date
following the fourteenth day of the month prior to the variable annuity begin
date.

5. AMOUNT OF SECOND AND SUBSEQUENT MONTHLY ANNUITY PAYMENTS
The dollar amount of the second and later variable annuity payments is equal to
the number of annuity units determined for each sub-account times the annuity
unit value for that sub-account as of the due date of the payment. This amount
may increase or decrease from month to month.

6. VALUE OF THE ANNUITY UNIT
The value of an annuity unit for a sub-account is determined monthly as of the
first day of each month by multiplying the value on the first day of the
preceding month by the product of (a) .996338, and (b) the ratio of the value of
the accumulation unit for that sub-account for the valuation date next following
the fourteenth day of the preceding month to the value of the accumulation unit
for the valuation date next following the fourteenth day of the second preceding
month (.996338 is a factor to neutralize the assumed net investment rate,
discussed in Section 3 above, of 4.5% per annum built into the first payment
calculation which is not applicable because the actual net investment rate is
credited instead). The value of an annuity unit for a sub-account as of any date
other than the first day of a month is equal to its value as of the first day of
the next succeeding month.

7. TRANSFER OF ANNUITY RESERVES
Amounts held as annuity reserves may be transferred among the variable annuity
sub-accounts during the annuity period. Annuity reserves may also be transferred
from a variable annuity to a fixed annuity during this time. The change must be
made by a written request. The annuitant and joint annuitant, if any, must make
such an election.
There are restrictions to such a transfer. The transfer of an annuity reserve
amount from any sub-account must be at least equal to $5,000 or the entire
amount of the reserve remaining in that sub-account. In addition, annuity
payments must have been in effect for a period of 12 months before a change may
be made. Such transfers can be made only once every 12 months. The written
request for an annuity transfer must be received by us more than 30 days in
advance of the due date of the annuity payment subject to the transfer. Upon
request, we will make available to you annuity reserve amount sub-account
information.
A transfer will be made on the basis of annuity unit values. The number of
annuity units from the sub-account being transferred will be converted to a
number of annuity units in the new sub-account. The annuity payment option will
remain the same and cannot be changed. After this conversion, a number of
annuity units in the new sub-account will be payable under the elected option.
The first payment after conversion will be of the same amount as it would have
been without the transfer. The number of annuity units will be set at that
number of units which are needed to pay that same amount on the transfer date.
When we receive a request for the transfer of variable annuity reserves, it
will be effective for future annuity payments. The transfer will be effective
and funds actually transferred in the middle of the month prior to the next
annuity payment affected by your request. We will use the same valuation
procedures to determine your variable annuity payment that we used initially.
However, if your annuity is based upon annuity units in a sub-account which
matures on a date other than the stated annuity valuation date, then your
annuity units will be adjusted to reflect sub-account performance in the
maturing sub-account and the sub-account to which reserves are transferred for
the period between annuity valuation dates.
Amounts held as reserves to pay a variable annuity may also be transferred to
a fixed annuity during the annuity period. However, the restrictions which apply
to annuity sub-account transfers will apply in this case as well. The amount
transferred will then be applied to provide a fixed annuity amount. This amount
will be based upon the adjusted age of the annuitant and any joint annuitant at
the time of the transfer. The annuity payment option will remain the same.
Amounts paid as a fixed annuity may not be transferred to a variable annuity.
When we receive a request to make such a transfer to a fixed annuity, it will
be effective for future annuity payments. The transfer will be effective and
funds actually transferred in the middle of the month prior to the next annuity

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payment. We will use the same fixed annuity pricing at the time of transfer that
we use to determine an initial fixed annuity payment.
Contracts with this transfer feature may not be available in all states.

C. DEATH BENEFITS
The contracts provide that in the event of the death of the owner before annuity
payments begin, the amount payable at death will be the contract accumulation
value determined as of the valuation date coincident with or next following the
date due proof of death is received by us at our home office. Death proceeds
will be paid in a single sum to the beneficiary designated unless an annuity
option is elected. Payment will be made within seven days after we receive due
proof of death. Except as noted below, the entire interest in the contract must
be distributed within five years of the owner's death.
The single payment variable annuity contract has a guaranteed death benefit if
you die before annuity payments have started. The death benefit shall be equal
to the greater of: (1) the amount of the accumulation value payable at death; or
(2) the amount of the total purchase payments paid to us during the first twelve
months as consideration for this contract, less all contract withdrawals. As a
matter of company practice, we use this method except that total purchase
payments will include all contributions, even those made after twelve months to
determine the death benefit for all contracts offered by this Prospectus.
If the owner dies on or before the date on which annuity payments begin we
will pay the greater of the accumulated value or the guaranteed death benefit to
the designated beneficiary. If the designated beneficiary is a person other than
the owner's spouse, that beneficiary may elect an annuity option measured by a
period not longer than that beneficiary's life expectancy only so long as
annuity payments begin not later than one year after the owner's death. If there
is no designated beneficiary, then the entire interest in a contract must be
distributed within five years after the owner's death. If the annuitant dies
after annuity payments have begun, any payments received by a non-spouse
beneficiary must be distributed at least as rapidly as under the method elected
by the annuitant as of the date of death.
If any portion of the contract interest is payable to the owner's designated
beneficiary who is also the surviving spouse of the owner, that spouse shall be
treated as the contract owner for purposes of: (1) when payments must begin, and
(2) the time of distribution in the event of that spouse's death. Payments must
be made in substantially equal installments.
If the owner of this contract is other than a natural person, such as a trust
or other similar entity, we will pay a death benefit of the accumulation value
to the named beneficiary on the death of the annuitant, if death occurs prior to
the date for annuity payments to begin.

D. PURCHASE PAYMENTS, VALUE OF THE CONTRACT AND TRANSFERS

1. CREDITING ACCUMULATION UNITS
During the accumulation period--the period before annuity payments begin--each
purchase payment is credited on the valuation date coincident with or next
following the date such purchase payment is received by us at our home office.
When the contracts are originally issued, application forms are completed by the
applicant and forwarded to our home office. We will review each application form
submitted to us for compliance with our issue criteria and, if it is accepted, a
contract will be issued.
If the initial purchase payment is accompanied by an incomplete application,
that purchase payment will not be credited until the valuation date coincident
with or next following the date a completed application is received. We will
offer to return the initial purchase payment accompanying an incomplete
application if it appears that the application cannot be completed within five
business days.
Purchase payments will be credited to the contract in the form of accumulation
units. The number of accumulation units credited with respect to each purchase
payment is determined by dividing the portion of the purchase payment allocated
to each sub-account by the then current accumulation unit value for that
sub-account.
The number of accumulation units so determined shall not be changed by any
subsequent change in the value of an accumulation unit, but the value of an
accumulation unit will vary from valuation date to valuation date to reflect the
investment experience of the Funds.
We will determine the value of accumulation units on each day on which the
Funds are valued. The net asset value of the Funds'

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shares shall be computed once daily, and, in the case of Money Market Portfolio,
after the declaration of the daily dividend, as of the primary closing time for
business on the New York Stock Exchange (as of the date hereof the primary close
of trading is 3:00 p.m. (Central Time), but this time may be changed) on each
day, Monday through Friday, except (i) days on which changes in the value of
such Fund's portfolio securities will not materially affect the current net
asset value of such Fund's shares, (ii) days during which no such Fund's shares
are tendered for redemption and no order to purchase or sell such Fund's shares
is received by such Fund and (iii) customary national business holidays on which
the New York Stock Exchange is closed for trading (as of the date hereof, New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day and Christmas Day). Accordingly, the value of accumulation
units so determined will be applicable to all purchase payments received by us
at our home office on that day prior to the close of business of the Exchange.
The value of accumulation units applicable to purchase payments received after
the close of business of the Exchange will be the value determined on the next
valuation date.
In addition to providing for the allocation of purchase payments to the
sub-accounts of the Variable Annuity Account, the contracts also provide for
allocation of purchase payments to our General Account for accumulation at a
guaranteed interest rate. Applications received without instructions as to
allocation will be treated as incomplete. Upon your written request, values
under the contract may be transferred between our General Account and the
Variable Annuity Account or among the sub-accounts of the Variable Annuity
Account. We will make the transfer on the basis of accumulation unit values on
the valuation date coincident with or next following the day we receive the
request at our home office. No deferred sales charge will be imposed on such
transfers. There is no dollar amount limitation which is applied to transfers.
The contracts permit us to limit the frequency and amount of transfers from our
General Account to the Variable Annuity Account.
Currently, except as provided below, we limit such transfers to a single such
transfer during any calendar year and to any amount which is no more than 20% of
the General Account accumulation value at the time of the transfer.
There is one situation which is an exception to the above restriction. That
situation is where the contract owner has established a systematic transfer
arrangement with us. The contract owner may transfer General Account current
interest earnings or a specified amount from the General Account on a monthly,
quarterly, semi-annual or annual basis. For transfers of a specified amount from
the General Account the maximum initial amount that may be transferred may not
exceed 10% of the current General Account accumulation value at the time of the
first transfer. For contracts where the General Account accumulation value is
increased during the year because of transfers into the General Account or
additional purchase payments, made after the program is established, systematic
transfers are allowed to the extent of the greater of the current transfer
amount or 10% of the then current General Account accumulation value. Even with
respect to systematic transfer plans, we reserve the right to alter the terms of
such programs once established where funds are being transferred out of the
General Account. Our alteration of existing systematic transfer programs will be
effective only upon our written notice to contract owners of changes affecting
their election.
Systematic transfer arrangements are limited to the use of a maximum of twenty
sub-accounts.
Transfer arrangements may be established to begin on the 10th or 20th of any
month and if a transfer cannot be completed it will be made on the next
available transfer date. In the absence of specific instructions, transfers will
be made on a monthly basis and will remain active until the appropriate General
Account accumulation value or sub-account is depleted.
Also, you or persons authorized by you may effect transfers, or a change in
the allocation of future premiums, by means of a telephone call. Transfers or
requests made pursuant to such a call are subject to the same conditions and
procedures as are outlined above for written transfer requests. During periods
of marked economic or market changes, contract owners may experience difficulty
in implementing a telephone transfer due to a heavy volume of telephone calls.
In such a circumstance, contract owners should consider submitting a written
transfer request while continuing to attempt a telephone redemption. We reserve
the right to restrict the frequency of--or

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otherwise modify, condition, terminate or impose charges upon--telephone
transfer privileges. For more information on telephone transfers, contact
Minnesota Mutual.
While for some contract owners we have used a form to pre-authorize telephone
transactions, we now make this service automatically available to all contract
owners. We will employ reasonable procedures to satisfy ourselves that
instructions received from contract owners are genuine and, to the extent that
we do not, we may be liable for any losses due to unauthorized or fraudulent
instructions. We require contract owners or a person authorized by you to
personally identify themselves in those telephone conversations through contract
numbers, social security numbers and such other information as we may deem to be
reasonable. We record telephone transfer instruction conversations and we
provide the contract owners with a written confirmation of the telephone
transfer.
The interests of contract owners arising from the allocation of purchase
payments or the transfer of contract values to our General Account are not
registered under the Securities Act of 1933. We are not registered as an
investment company under the Investment Company Act of 1940. Accordingly, such
interests are not subject to the provisions of those acts that would apply if
registration under such acts were required.

2. VALUE OF THE CONTRACT
The Accumulation Value of the contract at any time prior to the commencement of
annuity payments can be determined by multiplying the total number of
accumulation units credited to the contract by the current value of an
accumulation unit. There is no assurance that such value will equal or exceed
the purchase payments made. The contract owner will be advised periodically of
the number of accumulation units credited to the contract, the current value of
an accumulation unit, and the total value of the contract.

3. ACCUMULATION UNIT VALUE
The value of an accumulation unit for each sub-account of the Variable Annuity
Account was set at $1.000000 on the first valuation date of the Variable Annuity
Account. The value of an accumulation unit on any subsequent valuation date is
determined by multiplying the value of an accumulation unit on the immediately
preceding valuation date by the net investment factor for the applicable
sub-account (described below) for the valuation period just ended. The value of
an accumulation unit as of any date other than a valuation date is equal to its
value on the next succeeding valuation date.

4. NET INVESTMENT FACTOR FOR EACH VALUATION PERIOD
The net investment factor is an index used to measure the investment performance
of a sub-account from one valuation period to the next. For any sub-account, the
net investment factor for a valuation period is the gross investment rate for
such sub-account for the valuation period, less a deduction for the mortality
and expense risk charge at the current rate of 1.25% per annum.
The gross investment rate is equal to: (1) the net asset value per share of a
Portfolio share held in a sub-account of the Variable Annuity Account determined
at the end of the current valuation period, plus (2) the per share amount of any
dividend or capital gain distribution by the Portfolio if the "ex-dividend" date
occurs during the current valuation period, divided by (3) the net asset value
per share of that Portfolio share determined at the end of the preceding
valuation period. The gross investment rate may be positive or negative.

E. REDEMPTIONS

1. PARTIAL WITHDRAWALS AND SURRENDER
Under both contracts, the contracts provide that prior to the date annuity
payments begin partial withdrawals may be made by you from the contract for cash
amounts of at least $250. You must make a written request for any withdrawal. In
this event, the accumulation value will be reduced by the amount of the
withdrawal and any applicable deferred sales charge. In the absence of
instructions to the contrary, withdrawals will be made from the General Account
accumulation value and from the Variable Annuity Account accumulation value in
the same proportion. In the absence of instructions, withdrawals will be made
from the sub-accounts on a pro rata basis. We will waive the applicable dollar
amount limitation on withdrawals where a systematic withdrawal program is in
place and such a smaller amount satisfies the minimum distribution requirements
of the Code. In the absence of instructions to the contrary, systematic
withdrawals will be made from the sub-accounts on a pro rata basis if
accumulation values are in no more than twenty sub-accounts. If more than twenty
sub-accounts have accumulation values, we will need instructions as to those
sub-accounts from

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which systematic withdrawals are to be made. For systematic withdrawals, the
maximum number of sub-accounts which may be used is twenty.
The contracts provide that prior to the commencement of annuity payments, you
may elect to surrender the contract for its surrender value. You will receive in
a single cash sum the accumulation value computed as of the valuation date
coincident with or next following the date of surrender, reduced by any
applicable deferred sales charge and the administrative charge, or you may elect
an annuity.
For more information on the application of the deferred sales charge, see
"Sales Charges" on page 18.
Once annuity payments have commenced for an annuitant, the annuitant cannot
surrender his annuity benefit and receive a single sum settlement in lieu
thereof. For a discussion of commutation rights of annuitants and beneficiaries
subsequent to the annuity commencement date, see "Optional Annuity Forms" on
page 23.
Contract owners may also submit their signed written withdrawal or surrender
requests to Minnesota Mutual by facsimile (FAX) transmission. Our FAX number is
(612) 665-7942. Transfer instructions or changes as to future allocations of
premium payments may be communicated to us by the same means. Payment of a
partial withdrawal or surrender will be made to you within 7 days after we
receive your completed request.

2. RIGHT OF CANCELLATION
You should read the contract carefully as soon as it is received. You may cancel
the purchase of a contract within ten days after its delivery, for any reason,
by giving us written notice at 400 Robert Street North, St. Paul, Minnesota
55101-2098, of an intention to cancel. If the contract is cancelled and
returned, we will refund to you the greater of (a) the accumulation value of the
contract, or (b) the amount of purchase payments paid under the contract.
Payment of the requested refund will be made to you within seven days after we
receive notice of cancellation.
In some states, such as California, the free look period may be extended. In
California, the free look period is extended to thirty days' time for contracts
issued or delivered to owners that are sixty years of age or older at the time
of delivery. Those rights are subject to change and may vary among the states.
The liability of the Variable Annuity Account under the foregoing is limited
to the accumulation value of the contract at the time it is returned for
cancellation. Any additional amounts necessary to make our refund to you equal
to the purchase payments will be made by us.

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FEDERAL TAX STATUS

INTRODUCTION
The discussion contained herein is general in nature and is not intended as tax
advice. Each person concerned should consult a competent tax adviser. No attempt
is made to consider any applicable state or other tax laws. In addition, this
discussion is based on our understanding of federal income tax laws as they are
currently interpreted. No representation is made regarding the likelihood of
continuation of current income tax laws or the current interpretations of the
Internal Revenue Service.
We are taxed as a "life insurance company" under the Internal Revenue Code.
The operations of the Variable Annuity Account form a part of, and are taxed
with, our other business activities. Currently, no federal income tax is payable
by us on income dividends received by the Variable Annuity Account or on capital
gains arising from the Variable Annuity Account's activities. The Variable
Annuity Account is not taxed as a "regulated investment company" under the Code
and it does not anticipate any change in that tax status.

TAXATION OF ANNUITY CONTRACTS IN GENERAL
Section 72 of the Code governs taxation of nonqualified annuities in general and
some aspects of qualified programs. No taxes are imposed on increases in the
value of a contract until distribution occurs, either in the form of a payment
in a single sum or as annuity payments under the annuity option elected. As a
general rule, deferred annuity contracts held by a corporation, trust or other
similar entity, as opposed to a natural person, are not treated as annuity
contracts for federal tax purposes. The investment income on such contracts is
taxed as ordinary income that is received or accrued by the owner of the
contract during the taxable year.
For payments made in the event of a full surrender of an annuity, the taxable
portion is generally the amount in excess of the cost basis

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(i.e., purchase payments) of the contract. Amounts withdrawn from the variable
annuity contracts not part of a qualified program are treated first as taxable
income to the extent of the excess of the contract value over the purchase
payments made under the contract. Such taxable portion is taxed at ordinary
income tax rates.
In the case of a withdrawal under an annuity that is part of a qualified
program, a portion of the amount received is taxable based on the ratio of the
"investment in the contract" to the individual's balance in the retirement plan,
generally the value of the annuity. The "investment in the contract" generally
equals the portion of any deposits made by or on behalf of an individual under
an annuity which was not excluded from the gross income of the individual. For
annuities issued in connection with qualified plans, the "investment in the
contract" can be zero.
For annuity payments, the taxable portion is generally determined by a formula
that establishes the ratio that the cost basis of the contract bears to the
expected return under the contract. Such taxable part is taxed at ordinary
income rates.
If a taxable distribution is made under the variable annuity contracts, a
penalty tax of 10% of the amount of the taxable distribution may apply. This
additional tax does not apply where the taxpayer is 59 1/2 or older, where
payment is made on account of the taxpayer's disability, or where payment is
made by reason of the death of the owner, and in certain other circumstances.
The Code also provides an exception to the penalty tax for distributions, in
periodic payments, of substantially equal installments, be made for the life (or
life expectancy) of the taxpayer or the joint lives (or joint life expectancies)
of the taxpayer and beneficiary.
For some types of qualified plans, other tax penalties may apply to certain
distributions.
A transfer of ownership of a contract, the designation of an annuitant or
other payee who is not also the contract owner, or the assignment of the
contract may result in certain income or gift tax consequences to the contract
owner that are beyond the scope of this discussion. A contract owner who is
contemplating any such transfer, designation or assignment should consult a
competent tax adviser with respect to the potential tax effects of that
transaction.
For purposes of determining a contract owner's gross income, the Code provides
that all nonqualified deferred annuity contracts issued by the same company (or
its affiliates) to the same contract owner during any calendar year shall be
treated as one annuity contract. Additional rules may be promulgated under this
provision to prevent avoidance of its effect through serial contracts or
otherwise. For further information on these rules, see your tax adviser.

DIVERSIFICATION REQUIREMENTS
Section 817(h) of the Code authorizes the Treasury to set standards by
regulation or otherwise for the investments of the Variable Annuity Account to
be "adequately diversified" in order for the contract to be treated as an
annuity contract for Federal tax purposes. The Variable Annuity Account, through
the Fund, intends to comply with the diversification requirements prescribed in
Regulations Section 1.817-5, which affect how the Fund's assets may be invested.
Although the investment adviser is an affiliate of Minnesota Mutual, Minnesota
Mutual does not have control over the Fund or its investments. Nonetheless,
Minnesota Mutual believes that each Portfolio of the Fund in which the Variable
Annuity Account owns shares will be operated in compliance with the requirements
prescribed by the Treasury.
In certain circumstances, owners of variable annuity contracts may be
considered the owners, for federal income tax purposes, of the assets of the
separate account used to support their contracts. In those circumstances, income
and gains from the separate account assets would be includable in the variable
annuity contract owner's gross income. The IRS has stated in published rulings
that a variable contract owner will be considered the owner of separate account
assets if the contract owner possesses incidents of ownership in those assets,
such as the ability to exercise investment control over the assets. The Treasury
Department has also announced, in connection with the issuance of regulations
concerning investment diversification, that those regulations "do not provide
guidance concerning the circumstances in which investor control of the
investments of a segregated asset account may cause the investor (i.e., the
contract owner), rather than the insurance company, to be treated as the owner
of the assets in the account." This announcement also states that guidance would
be issued by way of regulations or rulings on the "extent to which policyholders
may direct their

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investments to particular subaccounts without being treated as owners of the
underlying assets." As of the date of this Prospectus, no such guidance has been
issued.
The ownership rights under the contract are similar to, but different in
certain respects from, those described by the IRS in rulings in which it was
determined that contract owners were not owners of separate account assets. For
example, the owner of a contract has the choice of several sub-accounts in which
to allocate net purchase payments and contract values, and may be able to
transfer among sub-accounts more frequently than in such rulings. These
differences could result in a contract owner being treated as the owner of the
assets of the Variable Annuity Account. In addition, Minnesota Mutual does not
know what standards will be set forth, if any, in the regulations or rulings
which the Treasury Department has stated it expects to issue. Minnesota Mutual
therefore reserves the right to modify the contract as necessary to attempt to
prevent a contract owner from being considered the owner of a pro rata share of
the assets of the Variable Annuity Account.

REQUIRED DISTRIBUTIONS
In order to be treated as an annuity contract for federal income tax purposes,
Section 72(s) of the Code requires any nonqualified contract issued after
January 18, 1985 to provide that (a) if an owner dies on or after the annuity
starting date but prior to the time the entire interest in the contract has been
distributed, the remaining portion of such interest will be distributed at least
as rapidly as under the method of distribution being used as of the date of that
owner's death; and (b) if an owner dies prior to the annuity starting date, the
entire interest in the contract must be distributed within five years after the
date of the owner's death. These requirements shall be considered satisfied if
any portion of the owner's interest which is payable to or for the benefit of a
"designated beneficiary" is distributed over the life of such beneficiary or
over a period not extending beyond the life expectancy of that beneficiary and
such distributions begin within one year of that owner's death. The owner's
"designated beneficiary" is the person designated by such owner as a beneficiary
and to whom ownership of the contract passes by reason of death. It must be a
natural person. However, if the owner's "designated beneficiary" is the
surviving spouse of the owner, the contract may be continued with the surviving
spouse as the new owner.
Nonqualified contracts issued after January 18, 1985 contain provisions which
are intended to comply with the requirements of Section 72(s) of the Code,
although no regulations interpreting these requirements have yet been issued.
Minnesota Mutual intends to review such provisions and modify them if necessary
to assure that they comply with the requirements of Code Section 72(s) when
clarified by regulation or otherwise.
Other rules may apply to qualified contracts.

TAXATION OF DEATH BENEFIT PROCEEDS
Amounts may be distributed from a contract because of the death of the owner.
Generally, such amounts are includable in the income of the recipient as
follows: (1) if distributed in a lump sum, they are taxed in the same manner as
a full surrender of the contract, as described above, or (2) if distributed
under an annuity option, they are taxed in the same manner as annuity payments,
as described above.

POSSIBLE CHANGES IN TAXATION
In the past years, legislation has been proposed that would have adversely
modified the federal taxation of certain annuities. For example, one such
proposal would have changed the tax treatment of nonqualified annuities that did
not have "substantial life contingencies" by taxing income as it is credited to
the annuity. Although as of the date of this Prospectus Congress is not actively
considering any legislation regarding the taxation of annuities, there is always
the possibility that the tax treatment of annuities could change by legislation
or other means (such as IRS regulations, revenue rulings, judicial decisions,
etc.). Moreover, it is also possible that any change could be retroactive (that
is, effective prior to the date of the change).

TAX QUALIFIED PROGRAMS
The annuity is designed for use with several types of retirement plans that
qualify for special tax treatment. The tax rules applicable to participants and
beneficiaries in retirement plans vary according to the type of plan and the
terms and conditions of the plan. Special favorable tax treatment may be
available for certain types of contributions and distributions. Adverse tax
consequences may result from contributions in excess of specified limits;
distributions prior to age 59 1/2 (subject to certain exceptions); distributions
that do not conform to specified minimum distribution rules; aggregate

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distributions in excess of a specified annual amount; and in other specified
circumstances.
We make no attempt to provide more than general information about use of
annuities with the various types of retirement plans. Owners and participants
under retirement plans as well as annuitants and beneficiaries are cautioned
that the rights of any person to any benefits under annuities purchased in
connection with these plans may be subject to the terms and conditions of the
plans themselves, regardless of the terms and conditions of the annuity issued
in connection with such a plan. Some retirement plans are subject to transfer
restrictions, distribution and other requirements that are not incorporated into
the annuity or our annuity administration procedures. Owners, participants and
beneficiaries are responsible for determining that contributions, distributions
and other transactions with respect to the annuities comply with applicable law.
Purchasers of annuities for use with any retirement plan should consult their
legal counsel and tax adviser regarding the suitability of the contract.

PUBLIC SCHOOL SYSTEMS AND CERTAIN TAX EXEMPT ORGANIZATIONS
Under Code Section 403(b), payments made by public school systems and certain
tax exempt organizations to purchase annuity contracts for their employees are
excludable from the gross income of the employee, subject to certain
limitations. However, these payments may be subject to FICA (Social Security)
taxes.
Code Section 403(b)(11) restricts the distribution under Code Section 403(b)
annuity contracts of: (1) elective contributions made in years beginning after
December 31, 1988; (2) earnings on those contributions; and (3) earnings in such
years on amounts held as of the last year beginning before January 1, 1989.
Distribution of those amounts may only occur upon death of the employee,
attainment of age 59 1/2, separation from service, disability, or financial
hardship. In addition, income attributable to elective contributions may not be
distributed in the case of hardship.

INDIVIDUAL RETIREMENT ANNUITIES
Code Sections 219 and 408 permit individuals or their employers to contribute to
an individual retirement program known as an "Individual Retirement Annuity" or
"IRA". Individual Retirement Annuities are subject to limitations on the amount
which may be contributed and deducted and the time when distributions may
commence. In addition, distributions from certain other types of retirement
plans may be placed into an Individual Retirement Annuity on a tax deferred
basis. Employers may establish Simplified Employee Pension (SEP) Plans for
making IRA contributions on behalf of their employees.

SIMPLE RETIREMENT ACCOUNTS
Beginning January 1, 1997, certain small employers may establish Simple
Retirement Accounts as provided by Section 408(p) of the Code, under which
employees may elect to defer up to $6,000 (as increased for cost of living
adjustments) as a percentage of compensation. The sponsoring employer is
required to make a matching contribution on behalf of contributing employees.
Distributions from a Simple Retirement Account are subject to the same
restrictions that apply to IRA distributions and are taxed as ordinary income.
Subject to certain exceptions, premature distributions prior to age 59 1/2 are
subject to a 10% penalty tax, which is increased to 25% if the distribution
occurs within the first two years after the commencement of the employee's
participation in the plan. The failure of the Simple Retirement Account to meet
Code requirements may result in adverse tax consequences.

CORPORATE PENSION AND PROFIT-SHARING PLANS AND H.R. 10 PLANS
Code Section 401(a) permits employers to establish various types of retirement
plans for employees, and permits self-employed individuals to establish
retirement plans for themselves and their employees. These retirement plans may
permit the purchase of the contracts to accumulate retirement savings under the
plans. Adverse tax or other legal consequences to the plan, to the participant
or to both may result if this annuity is assigned or transferred to any
individual as a means to provide benefit payments, unless the plan complies with
all legal requirements applicable to such benefits prior to transfer of the
annuity.

DEFERRED COMPENSATION PLANS
Code Section 457 provides for certain deferred compensation plans. These plans
may be offered with respect to service for state governments, local governments,
political subdivisions, agencies, instrumentalities and certain affiliates of
such entities, and tax exempt organizations. The plans may permit participants
to specify the form of investment for their deferred compensation account. With
respect to non-governmental Section 457

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<PAGE>
plans, investments are owned by the sponsoring employer and are subject to the
claims of the general creditors of the employer and depending on the terms of
the particular plan, the employer may be entitled to draw on deferred amounts
for purposes unrelated to its Section 457 plan obligations. In general, all
amounts received under a Section 457 plan are taxable and are subject to federal
income tax withholding as wages.
WITHHOLDING
In general, distributions from annuities are subject to federal income tax
withholding unless the recipient elects not to have tax withheld. Different
rules may apply to payments delivered outside the United States. Some states
have enacted similar rules.
Recent changes to the Code allow the rollover of most distributions from
tax-qualified plans and Section 403(b) annuities directly to other tax-qualified
plans that will accept such distributions and to individual retirement accounts
and individual retirement annuities. Distributions which may not be rolled over
are those which are: (1) one of a series of substantially equal annual (or more
frequent) payments made (a) over the life or life expectancy of the employee,
(b) the joint lives or joint expectancies of the employee and the employee's
designated beneficiary, or (c) for a specified period of ten years or more; (2)
a required minimum distribution; or (3) the non-taxable portion of a
distribution.
Any distribution eligible for rollover, which may include payment to an
employee, an employee's surviving spouse or an ex-spouse who is an alternate
payee, will be subject to federal tax withholding at a 20% rate unless the
distribution is made as a direct rollover to a tax-qualified plan or to an
individual retirement account or annuity. It may be noted that amounts received
by individuals which are eligible for rollover may still be placed in another
tax-qualified plan or individual retirement account or individual retirement
annuity if the transaction is completed within 60 days after the distribution
has been received. Such a taxpayer must replace withheld amounts with other
funds to avoid taxation on the amount previously withheld.
SEE YOUR OWN TAX ADVISER
It should be understood that the foregoing description of the federal income tax
consequences under these contracts is not exhaustive and that special rules are
provided with respect to situations not discussed herein. It should also be
understood that should a plan lose its qualified status, employees will lose
some of the tax benefits described. Statutory changes in the Internal Revenue
Code with varying effective dates, and regulations adopted thereunder may also
alter the tax consequences of specific factual situations. Due to the complexity
of the applicable laws, tax advice may be needed by a person contemplating the
purchase of a variable annuity contract or exercising elections under such a
contract. For further information a qualified tax adviser should be consulted.

- - ------------------------------------------------------------------------
RESTRICTIONS UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM

Section 36.105, Title 110B of the Texas Revised Civil Statutes, consistent with
prior interpretations of the Attorney General of the State of Texas, permits
participants in the Texas Optional Retirement Program (ORP) to redeem their
interests in a variable annuity contract issued under the ORP only upon (1)
termination of employment in all institutions of higher education as defined in
Texas law, (2) retirement, or (3) death. Accordingly, participants in the ORP
will be required to obtain certifications from their employers of their status
with respect to ORP employers before they may redeem their contract or transfer
contract values to another carrier qualified to participate in ORP.

- - ------------------------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
A Statement of Additional Information, which contains additional information
including financial statements, is available from the offices of Minnesota
Mutual at your request. The Table of Contents for that Statement of Additional
Information is as follows:
Trustees and Principal Management Officers of Minnesota Mutual
Distribution of Contracts
Performance Data
Auditors
Registration Statement
Financial Statements

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<PAGE>
APPENDIX A--ILLUSTRATION OF VARIABLE ANNUITY VALUES

The illustration included in this appendix shows the effect of investment
performance on the monthly variable annuity income. The illustration assumes a
gross investment return, after tax, of: 0%, 6.54% and 12.00%.
For illustration purposes, an average annual expense equal to 2.04% of the
average daily net assets is deducted from the gross investment return to
determine the net investment return. The net investment return is then used to
project the monthly variable annuity incomes. The expense charge of 2.04%
includes: 1.25% for mortality and expense risk, and an average of .79% for
investment management and other fund expenses. These expenses are listed for
each portfolio in the table following.
The gross and net investment rates are for illustrative purposes only and are
not a reflection of past or future performance. Actual variable annuity income
will be more or less than shown if the actual returns are different than those
illustrated.
The illustration assumes 100% of the assets are invested in sub-account(s) of
the Variable Annuity Account. For comparison purposes, a current fixed annuity
income, available through the general account is also provided. The illustration
assumes an initial interest rate, used to determine the first variable payment
of 4.50%. After the first variable annuity payment, future payments will
increase if the annualized net rate of return exceeds the initial interest rate,
and will decrease if the annualized net rate of return is less than the initial
interest rate.
The illustration provided is for a male, age 65, selecting a life and 10 year
certain annuity option with $100,000 of non-qualified funds, residing in the
State of Minnesota. Upon request, we will provide a comparable illustration
based upon the proposed annuitant's date of birth, sex, annuity option, state of
residence, type of funds, value of funds, and selected gross annual rate of
return (not to exceed 12%).

ACTUAL 1996 VARIABLE ANNUITY SEPARATE ACCOUNT CHARGES
AND FUND EXPENSES

<TABLE>
<CAPTION>
FUND OTHER
SEPARATE ACCOUNT MORTALITY & MANAGEMENT FUND DISTRIBUTION
SUB-ACCOUNT NAME EXPENSE RISK FEE EXPENSES EXPENSES TOTAL
- - ------------------------------ ------------- ----------- ------------ ------------ ------
<S> <C> <C> <C> <C> <C>
Growth........................ 1.25% .50% .09% -- 1.84%
Bond.......................... 1.25% .50% .06% -- 1.81%
Money Market.................. 1.25% .50% .10% -- 1.85%
Asset Allocation.............. 1.25% .50% .04% -- 1.79%
Mortgage Securities........... 1.25% .50% .08% -- 1.83%
Index 500..................... 1.25% .40% .05% -- 1.70%
Capital Appreciation.......... 1.25% .75% .10% -- 2.10%
International Stock........... 1.25% .74% .32% -- 2.31%
Small Company................. 1.25% .75% .06% -- 2.06%
Value Stock................... 1.25% .75% .08% -- 2.08%
Maturing Government Bond
1998......................... 1.25% .05% .15% -- 1.45%
Maturing Government Bond
2002......................... 1.25% .05% .15% -- 1.45%
Maturing Government Bond
2006......................... 1.25% .25% .15% -- 1.65%
Maturing Government Bond
2010......................... 1.25% .25% .15% -- 1.65%
Small Company................. 1.25% .75% .15% -- 2.15%
International Bond............ 1.25% .60% 1.00% -- 2.85%
Index 400 Mid-Cap............. 1.25% .40% .15% -- 1.80%
Micro-Cap Value............... 1.25% 1.25% .15% -- 2.65%
Macro-Cap Value............... 1.25% .70% .15% -- 2.10%
Micro-Cap Growth.............. 1.25% 1.10% .15% -- 2.50%
Templeton Developing Markets
Class 2...................... 1.25% 1.25% .53% .25%* 3.28%
--
--- --- --- ------
Average............... 1.25% .60% .18% .01% 2.04%
</TABLE>

*For the purpose of this illustration, the term "Other Fund Expenses" includes a
distribution fee in this Fund of .25%.

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<PAGE>
VARIABLE ANNUITY PAYOUT ILLUSTRATION

PREPARED FOR: Prospect

PREPARED BY: Minnesota Mutual

SEX: Male DATE OF BIRTH: 05/01/32

STATE: MN

LIFE EXPECTANCY: 20.0 (IRS) 17.3 (MML)

ANNUITIZATION OPTION: 10 Year Certain with Life Contingency

QUOTATION DATE: 05/01/97

COMMENCEMENT DATE: 06/01/97

SINGLE PAYMENT RECEIVED: $100,000.00
FUNDS: Non-Qualified

INITIAL MONTHLY INCOME: $678

The monthly variable annuity income amount shown below assumes a constant
annual investment return. The initial interest rate of 4.50% is the assumed rate
used to calculate the first monthly payment. Thereafter, monthly payments will
increase or decrease

based upon the relationship between the initial interest rate and the
performance of the sub-account(s) selected. The investment returns shown are
hypothetical and not a representation of future results.

<TABLE>
<CAPTION>
ANNUAL RATE OF RETURN
-----------------------------------------------------------
0% GROSS 6.54% GROSS 12.00% GROSS
DATE AGE (-2.04% NET) (4.50% NET) (9.96% NET)
- - ------------------------------------------------------- --------- --------------- --------------- --------------
<S> <C> <C> <C> <C>
June 1, 1997........................................... 65 $ 678 $ 678 $ 678
June 1, 1998........................................... 66 636 678 714
June 1, 1999........................................... 67 596 678 751
June 1, 2000........................................... 68 559 678 790
June 1, 2001........................................... 69 524 678 832
June 1, 2006........................................... 74 379 678 1,073
June 1, 2011........................................... 79 274 678 1,384
June 1, 2016........................................... 84 199 678 1,785
June 1, 2021........................................... 89 144 678 2,303
June 1, 2026........................................... 94 104 678 2,971
June 1, 2031........................................... 99 75 678 3,832
June 1, 2032........................................... 100 71 678 4,032
</TABLE>

IF 100% OF YOUR PURCHASE WAS APPLIED TO PROVIDE A FIXED ANNUITY ON THE
QUOTATION DATE OF THIS ILLUSTRATION, THE FIXED ANNUITY INCOME AMOUNT WOULD BE
$742.
Net rates of return reflect expenses totaling 2.04%, which consist of the
1.25% Variable Annuity Account mortality and expense risk charge and .79% for
the Fund management fee and other Fund expenses (this is an average with the
actual varying from .20% to 2.03%).
Minnesota Mutual MultiOption variable annuities are available through
registered representatives of MIMLIC Sales Corporation.

This is an illustration only and not a contract.