SUN LIFE INSURANCE & ANNUITY CO OF NEW YORK
10-K, 1996-03-28
LIFE INSURANCE
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<PAGE>
                                       
                                  FORM 10-K
                                       
                      SECURITIES AND EXCHANGE COMMISSION
                                       
                            WASHINGTON, D.C. 20549
                                       
              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
                     THE SECURITIES EXCHANGE ACT OF 1934




For the fiscal year ended DECEMBER 31, 1995

Commission file numbers 33-1079 AND 33-58482

           Sun Life Insurance and Annuity Company of New York
- ----------------------------------------------------------------------------
         (Exact name of registrant as specified in its charter)


              New York                                04-2845273
- -----------------------------------       ------------------------------------
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization)
     

  80 Broad Street, New York, New York                     10004
- ---------------------------------------   ------------------------------------
Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code          (212) 943-3855
                                                      -------------------------

Securities registered pursuant to Section 12(b) of the Act


        TITLE OF EACH CLASS           NAME OF EACH EXCHANGE ON WHICH REGISTERED

None
- ---------------------------------    ------------------------------------------

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

Securities registered pursuant to Section 12(g) of the Act:

None
- -------------------------------------------------------------------------------
                                (Title of Class)


- -------------------------------------------------------------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.   Yes _X_    No ___

Registrant has no voting stock outstanding held by non-affiliates.

Registrant has 2,000 shares of common stock outstanding on March 28, 1996, 
all of which are owned by Sun Life Assurance Company of Canada (U.S.).

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION J (1) 
(a) AND (b) FOR FORM 10-K AND IS THEREFORE FILING THIS FORM WITH THE REDUCED 
DISCLOSURE FORMAT PERMITTED BY INSTRUCTION J.


<PAGE>

                                      -2-


                                  PART I

ITEM 1.  BUSINESS.

     The Registrant is a stock life insurance company incorporated in the 
state of New York on May 25, 1983 and currently transacts business only in 
the State of New York.

     The Registrant is a wholly-owned subsidiary of Sun Life Assurance 
Company of Canada (U.S.) ("Sun Life of Canada (U.S.)"), One Sun Life 
Executive Park, Wellesley Hills, Massachusetts 02181, a stock life insurance 
company incorporated in Delaware.  Sun Life of Canada (U.S.), in turn, is a 
wholly-owned subsidiary of Sun Life Assurance Company of Canada, 150 King 
Street West, Toronto, Ontario, Canada, a mutual life insurance company 
incorporated pursuant to an Act of Parliament of Canada.  The Registrant is 
engaged in the sale of individual fixed and combination fixed/variable 
annuity contracts and group life and health insurance contracts.  These 
contracts are sold by insurance agents, some of whom are registered 
representatives of national and regional stock brokerage firms and brokers.

ITEM 2.  PROPERTIES.

     The Registrant owns no properties.

     The Registrant occupies office space leased by it.  The lease expires in 
February, 2004.

ITEM 3.  LEGAL PROCEEDINGS.

     The Registrant is engaged in various kinds of routine litigation which, 
in management's judgement, is not of material importance to its total assets.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     Omitted pursuant to Instruction J (2) (c) to Form 10-K.

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER 
         MATTERS.

     The Registrant is a wholly-owned subsidiary of Sun Life Assurance 
Company of Canada (U.S.) and as such there is no market for its common stock.

     No dividends have been paid by the Registrant.
 
ITEM 6. SELECTED FINANCIAL DATA

     Omitted pursuant to Instruction J (2) (a) to Form 10-K.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
          RESULTS OF OPERATIONS.

FINANCIAL CONDITION:

     Omitted pursuant to Instruction J (2) (a) to Form 10-K.

RESULTS OF OPERATIONS:

     The Registrant had net income of $930,000 for 1995 as compared to 
$4,355,000 for 1994.  An increase in group life and health insurance premiums 
and fixed annuity deposits in 1995, were offset by lower earnings on 
investments, higher annuity surrenders and proportionally higher federal 
income taxes.

NEW ACCOUNTING PRONOUNCEMENT:

     In April, 1993, the Financial Accounting Standards Board (FASB) issued 
FASB Interpretation No. 40, "Applicability of Generally Accepted Accounting 
Principles to Mutual Life Insurance and Other Enterprises."  Under this new 
interpretation, annual financial statements of mutual life insurance 
enterprises for fiscal years beginning after December 15, 1992, shall provide 
a brief description that financial statements prepared on the basis of 
statutory accounting practices will no longer be described as prepared in 
conformity with generally accepted accounting principles.  In January, 1995, 
Statement of Financial Accounting Standards No. 120 (SFAS No. 120), 
"Accounting and Reporting by Mutual Life Insurance Enterprises for Certain 
Long Duration Participating Contracts," was issued.  SFAS No. 120 delays the 
effective date of Interpretation No. 40 until fiscal years beginning after 
December 15, 1995.

<PAGE>

                                   -3-


NEW ACCOUNTING PRONOUNCEMENT (CONTINUED):

     Beginning in 1996, the Registrant will file financial statements 
prepared in accordance with all applicable pronouncements that define 
generally accepted accounting principles for all enterprises.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     Financial statements, in the form required by Regulation S-X, are set 
forth below.  The Registrant is not subject to the requirement to file 
supplementary financial data specified by Item 302 of Regulation S-K.

<PAGE>
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.))
BALANCE SHEETS
 
<TABLE>
<CAPTION>
                                                 DECEMBER 31,
                                          --------------------------
                                              1995          1994
                                          ------------  ------------
<S>                                       <C>           <C>
ASSETS
    Bonds                                 $132,026,064  $188,460,195
    Mortgage loans                          51,843,936    63,377,327
    Real estate                                      0       823,655
    Policy loans                               476,194       520,383
    Cash                                     1,267,905      (756,378)
    Investment income due and accrued        3,255,286     4,393,086
    Due from (to) parent and
     affiliates--net                         1,292,878      (591,254)
    Other assets                               443,663       204,302
                                          ------------  ------------
    General account assets                 190,605,926   256,431,316
                                          ------------  ------------
    Separate account assets
        Unitized                           250,782,417   208,575,098
        Non-unitized                        81,110,554    35,768,295
                                          ------------  ------------
                                          $522,498,897  $500,774,709
                                          ------------  ------------
                                          ------------  ------------
LIABILITIES
    Policy reserves                       $ 23,548,885  $ 20,402,804
    Annuity and other deposits             129,743,536   201,476,544
    Accrued expenses and taxes                 376,573       525,863
    Other liabilities                          906,238       539,438
    Due to (from) separate accounts          1,036,679    (1,308,196)
    Interest maintenance reserve             1,648,375     1,778,014
    Asset valuation reserve                  1,545,857     1,763,921
                                          ------------  ------------
    General account liabilities            158,806,143   225,178,388
                                          ------------  ------------
    Separate account liabilities
        Unitized                           250,617,786   208,418,957
        Non-unitized                        81,110,554    35,768,295
                                          ------------  ------------
                                           490,534,483   469,365,640
                                          ------------  ------------
CAPITAL STOCK AND SURPLUS
    Capital stock--Par value $1,000:
        Authorized, issued and
         outstanding
         2,000 shares                        2,000,000     2,000,000
    Surplus                                 29,964,414    29,409,069
                                          ------------  ------------
    Total capital stock and surplus         31,964,414    31,409,069
                                          ------------  ------------
                                          $522,498,897  $500,774,709
                                          ------------  ------------
                                          ------------  ------------
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
                                       4
<PAGE>
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.))
STATEMENTS OF OPERATIONS
 
<TABLE>
<CAPTION>
                                                  YEARS ENDED DECEMBER 31,
                                          ----------------------------------------
                                              1995          1994          1993
                                          ------------  ------------  ------------
<S>                                       <C>           <C>           <C>
INCOME
    Premiums and annuity considerations   $ 11,608,782  $  8,191,112  $  6,272,860
    Annuity and other deposit funds         44,946,931    37,829,796    15,069,691
    Net investment income                   18,450,106    21,947,153    25,281,626
    Amortization of interest maintenance
     reserve                                   753,350       750,567       451,075
    Realized losses on investments             (33,133)     (721,715)     (103,689)
    Mortality and expense risk charges       2,997,827     2,768,194     2,448,085
                                          ------------  ------------  ------------
                                            78,723,863    70,765,107    49,419,648
                                          ------------  ------------  ------------
BENEFITS AND EXPENSES
    Increase (decrease) in policy
     reserves                                3,146,081      (883,568)   (2,272,569)
    Decrease in liability for annuity
     deposit funds                         (71,733,008)  (34,019,523)  (20,342,940)
    Death, health benefits and annuity
     payments                                9,114,806     8,703,872     8,482,195
    Annuity and other deposit fund
     withdrawals                            91,409,854    53,964,415    45,532,023
    Surplus transfer to (from) separate
     account                                 2,344,875      (437,497)     (988,017)
    Transfers to non-unitized separate
     account                                31,567,692    29,538,473     5,273,703
                                          ------------  ------------  ------------
                                            65,850,300    56,866,172    35,684,395
    General expenses                         4,030,452     3,864,223     2,891,251
    Commissions                              4,937,953     4,497,683     3,704,138
    Taxes, licenses and fees                   540,521       417,643       255,538
                                          ------------  ------------  ------------
                                            75,359,226    65,645,721    42,535,322
                                          ------------  ------------  ------------
    Net income from operations before
     federal
     income tax                              3,364,637     5,119,386     6,884,326
    Federal income tax expense              (2,435,109)     (764,555)   (2,924,442)
                                          ------------  ------------  ------------
NET INCOME                                $    929,528  $  4,354,831  $  3,959,884
                                          ------------  ------------  ------------
                                          ------------  ------------  ------------
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
                                       5
<PAGE>
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.))
STATEMENTS OF CAPITAL STOCK AND SURPLUS
 
<TABLE>
<CAPTION>
                                                YEARS ENDED DECEMBER 31,
                                          -------------------------------------
                                             1995         1994         1993
                                          -----------  -----------  -----------
<S>                                       <C>          <C>          <C>
CAPITAL STOCK                             $ 2,000,000  $ 2,000,000  $ 2,000,000
PAID-IN SURPLUS                            28,750,000   28,750,000   28,750,000
SPECIAL CONTINGENCY RESERVE                   750,000      750,000      750,000
UNASSIGNED SURPLUS
    Balance, beginning of year                (90,931)  (4,295,377)  (8,114,755)
    Net income                                929,528    4,354,831    3,959,884
    Unrealized losses                        (672,000)           0            0
    Change in non-admitted assets              71,263     (139,468)      (7,314)
    Earnings on and transfers of
     separate account surplus                   8,490     (150,603)       3,856
    Change in asset valuation reserve         218,064      139,686     (137,048)
                                          -----------  -----------  -----------
    Balance, end of year                      464,414      (90,931)  (4,295,377)
                                          -----------  -----------  -----------
TOTAL SURPLUS                              29,964,414   29,409,069   25,204,623
                                          -----------  -----------  -----------
TOTAL CAPITAL STOCK AND SURPLUS           $31,964,414  $31,409,069  $27,204,623
                                          -----------  -----------  -----------
                                          -----------  -----------  -----------
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
                                       6
<PAGE>
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.))
STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                                  YEARS ENDED DECEMBER 31,
                                          ----------------------------------------
                                              1995          1994          1993
                                          ------------  ------------  ------------
<S>                                       <C>           <C>           <C>
Cash flows from operating activities:
    Net income from operations            $    929,528  $  4,354,831  $  3,959,884
    Adjustments to reconcile net income
     to net cash:
        Increase (decrease) in policy
         reserves                            3,146,081      (883,568)  (20,342,940)
        Decrease in liability for
         annuity and other deposit funds   (71,733,008)  (34,019,523)   (2,272,569)
        Decrease in investment income
         due and accrued                     1,137,800       448,252       370,334
        Net accrual and amortization of
         discount and premium on
         investments                           209,593       409,961       296,280
        Realized losses on investments          33,133       721,715       103,689
        Change in non-admitted assets           71,263      (139,468)       (7,314)
        Other                                  365,912     1,189,737        82,349
                                          ------------  ------------  ------------
Net cash used in operating activities      (65,839,698)  (27,918,063)  (17,810,287)
                                          ------------  ------------  ------------
Cash flows from investing activities:
    Proceeds from sale and maturity of
     investments                           124,028,229    98,636,780    46,154,969
    Purchase of investments                (52,676,090)  (69,335,246)  (27,502,652)
    Net change in short-term investments    (3,488,158)   (1,570,559)      280,549
                                          ------------  ------------  ------------
Net cash provided by investing
 activities                                 67,863,981    27,730,975    18,932,866
                                          ------------  ------------  ------------
Increase (decrease) in cash during the
 year                                        2,024,283      (187,088)    1,122,579
Cash, beginning of year                       (756,378)     (569,290)   (1,691,869)
                                          ------------  ------------  ------------
Cash, end of year                         $  1,267,905  $   (756,378) $   (569,290)
                                          ------------  ------------  ------------
                                          ------------  ------------  ------------
</TABLE>
 
                       SEE NOTES TO FINANCIAL STATEMENTS.
 
                                       7
<PAGE>
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.))
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
GENERAL--
 
Sun Life Insurance and Annuity Company of New York (the Company) is incorporated
as  a life insurance company and is  currently engaged in the sale of individual
fixed and variable annuities and group life and long-term disability  insurance.
The  parent company, Sun  Life Assurance Company  of Canada (U.S.)  (Sun Life of
Canada (U.S.)), is a  wholly-owned subsidiary of Sun  Life Assurance Company  of
Canada  (Sun Life (Canada)), a mutual life insurance company. The Company, which
is domiciled in  the State  of New York,  prepares its  financial statements  in
accordance  with statutory accounting  practices prescribed by  the State of New
York Insurance Department. Statutory accounting  practices are considered to  be
generally  accepted  accounting principles  for  mutual insurance  companies and
subsidiaries and affiliates of mutuals. Prescribed accounting practices  include
a variety of publications of the National Association of Insurance Commissioners
(NAIC),  as well as New York  state laws, regulations and general administrative
rules. Permitted accounting practices encompass all accounting practices not  so
prescribed.  The permitted accounting  practices adopted by  the Company are not
material to the  financial statements. Preparation  of the financial  statements
requires management to make certain estimates and assumptions.
 
Assets  in the balance sheets are stated at values prescribed or permitted to be
reported by state regulatory authorities. Bonds are carried at cost adjusted for
amortization of premium  or accrual of  discount. Mortgage loans  acquired at  a
premium  or discount are carried at amortized values and other mortgage loans at
the amounts of the unpaid balances.  Real estate investments are carried at  the
lower  of cost or  appraised value, adjusted  for accumulated depreciation, less
encumbrances. Depreciation of buildings and improvements is calculated using the
straight line method over  the estimated useful life  of the property. For  life
and  annuity contracts,  premiums are  recognized as  revenues over  the premium
paying period, whereas commissions and other costs applicable to the acquisition
of new business are charged to  operations as incurred. Furniture and  equipment
acquisitions  are capitalized but  treated as nonadmitted  assets. Furniture and
equipment depreciation is calculated  on a straight line  basis over the  useful
life of the assets.
 
MANAGEMENT AND SERVICE CONTRACTS--
 
The  Company has agreements with  Sun Life (Canada) which  provide that Sun Life
(Canada) will furnish to the Company, as requested, personnel as well as certain
investment and administrative services on  a cost reimbursement basis.  Expenses
under  these agreements amounted to approximately $1,741,000 in 1995, $1,559,000
in 1994 and $1,200,000 in 1993.
 
REINSURANCE--
 
The Company has agreements  with Sun Life (Canada)  which provide that Sun  Life
(Canada)  will  reinsure the  mortality and  morbidity risks  of the  group life
insurance contracts  and group  long  term disability  contracts issued  by  the
Company.  Under these agreements, basic death  benefits and long term disability
benefits are reinsured on a yearly renewable term basis. The agreements  provide
that  Sun Life (Canada) will  reinsure the mortality risks  in excess of $50,000
per policy for group  life insurance contracts and  $3,000 per policy per  month
for  the group long term disability  contracts ceded by the Company. Reinsurance
transactions under these  agreements had  the effect of  increasing income  from
operations  by approximately $652,000 and $222,000  for the years ended December
31, 1995 and 1994, respectively.
 
The group life and long term disability reinsurance agreements require that  the
reinsurer provide funds in amounts equal to the reserves ceded.
 
                                       8
<PAGE>
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.))
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
The  following are summarized pro-forma results of operations of the Company for
the years ended  December 31,  1995 and 1994  before the  effect of  reinsurance
transactions with Sun Life (Canada).
 
<TABLE>
<CAPTION>
                                                                   YEARS ENDED
                                                                   DECEMBER 31,
                                                                 ----------------
                                                                  1995     1994
                                                                 -------  -------
                                                                    (IN 000'S)
 <S>                                                             <C>      <C>
 Income:
     Premiums, annuity deposits and other revenues               $60,927  $49,473
     Net investment income and realized losses                    19,170   21,976
                                                                 -------  -------
     Subtotal                                                     80,097   71,449
                                                                 -------  -------
 Benefits and expenses:
     Policyholder benefits                                        67,875   57,772
     Other expenses                                                9,509    8,780
                                                                 -------  -------
     Subtotal                                                     77,384   66,552
                                                                 -------  -------
 Income from operations                                          $ 2,713  $ 4,897
                                                                 -------  -------
                                                                 -------  -------
</TABLE>
 
SEPARATE ACCOUNTS--
 
The  Company has established unitized separate accounts applicable to individual
qualified and non-qualified variable annuity contracts.
 
Assets and liabilities of the  separate accounts, representing net deposits  and
accumulated net investment earnings less fees, held primarily for the benefit of
contract  holders, are shown  as separate captions  in the financial statements.
Assets held in the separate accounts are carried at market values.
 
Deposits to all separate accounts are reported as increases in separate  account
liabilities and are not reported as revenues. Mortality and expense risk charges
and  surrender fees incurred by the separate  accounts are included in income of
the Company.
 
The  Company  has  established  a  non-unitized  separate  account  for  amounts
allocated  to the fixed portion of a certain combination fixed/variable deferred
annuity contract.  The assets  of this  account are  available to  fund  general
account liabilities and general account assets are available to fund liabilities
of this account.
 
Any  difference between the  assets and liabilities of  the separate accounts is
treated as payable to or receivable from the general account of the Company. The
amount receivable from the general account of the Company amounted to $1,037,000
in 1995. The amount payable  to the general account of  the Company in 1994  was
$1,308,000.
 
OTHER--
 
Income on investments is recognized on the accrual method.
 
The  reserves  for  life  insurance,  health  insurance  and  annuity contracts,
developed by accepted actuarial methods, have been established and maintained on
the basis of  published mortality  and morbidity tables  using assumed  interest
rates  and valuation  methods that  will provide reserves  at least  as great as
those required by law and contract provisions.
 
Certain reclassifications have  been made  in the 1994  financial statements  to
conform to the classifications used in 1995.
 
                                       9
<PAGE>
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.))
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
2.  CAPITAL STOCK AND SURPLUS:
On  January 2, 1985, the Company issued 2,000 shares of common stock to Sun Life
of Canada (U.S.) for $6,000,000. Through  December 31, 1995, Sun Life of  Canada
(U.S.)  has contributed an  additional $25,500,000 to  the Company's capital, of
which $750,000 was used to establish a special contingency reserve in support of
separate account business as required by New York Insurance Law.
 
3.  BONDS:
The amortized cost and estimated market value of investments in debt  securities
as of December 31, 1995 and 1994 are as follows:
 
<TABLE>
<CAPTION>
                                                      DECEMBER 31, 1995
                                          ------------------------------------------
                                                      GROSS       GROSS     ESTIMATED
                                          AMORTIZED UNREALIZED   UNREALIZED  MARKET
                                            COST      GAINS       LOSSES     VALUE
                                          --------  ----------   --------   --------
                                                           (000'S)
<S>                                       <C>       <C>          <C>        <C>
Long-term bonds:
    United States government and
     government agencies and authorities  $ 11,243    $  327         $10    $ 11,560
    Foreign governments                      1,824       157           0       1,981
    Public utilities                        39,018     1,249          20      40,247
    Transportation                           3,908        45           0       3,953
    Finance                                 14,047       385           6      14,426
    All other corporate bonds               54,949     2,700           0      57,649
                                          --------  ----------       ---    --------
        Total long-term bonds              124,989     4,863          36     129,816
Short-term bonds:
    U.S. Treasury Bills, bankers
     acceptances and commercial paper        7,037         0           0       7,037
                                          --------  ----------       ---    --------
                                          $132,026    $4,863         $36    $136,853
                                          --------  ----------       ---    --------
                                          --------  ----------       ---    --------
</TABLE>
 
<TABLE>
<CAPTION>
                                                       DECEMBER 31, 1994
                                          --------------------------------------------
                                                      GROSS        GROSS      ESTIMATED
                                          AMORTIZED UNREALIZED   UNREALIZED    MARKET
                                            COST      GAINS        LOSSES      VALUE
                                          --------  ----------   ----------   --------
                                                            (000'S)
<S>                                       <C>       <C>          <C>          <C>
Long-term bonds:
    United States government and
     government agencies and authorities  $ 34,300    $   92       $  746     $ 33,646
    Foreign governments                      5,536        44          162        5,418
    Public utilities                        47,125       333          896       46,562
    Transportation                           7,128        53          185        6,996
    Finance                                 14,450        39          270       14,219
    All other corporate bonds               76,372       823        1,347       75,848
                                          --------  ----------   ----------   --------
        Total long-term bonds              184,911     1,384        3,606      182,689
Short-term bonds:
    U.S. Treasury Bills, bankers
     acceptances and commercial paper        3,549         0            0        3,549
                                          --------  ----------   ----------   --------
                                          $188,460    $1,384       $3,606     $186,238
                                          --------  ----------   ----------   --------
                                          --------  ----------   ----------   --------
</TABLE>
 
                                       10
<PAGE>
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.))
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
3.  BONDS (CONTINUED):
The  amortized cost and estimated market value of bonds at December 31, 1995 and
1994 by contractual maturity  are shown below.  Expected maturities will  differ
from  contractual maturities  because borrowers  may have  the right  to call or
prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>
                                             DECEMBER 31, 1995
                                          -----------------------
                                          AMORTIZED   ESTIMATED
                                            COST     MARKET VALUE
                                          ---------  ------------
                                                  (000'S)
<S>                                       <C>        <C>
Maturities are:
    Due in one year or less                $ 33,138    $ 33,410
    Due after one year through five
     years                                   70,212      72,833
    Due after five years through ten
     years                                   16,167      17,283
    Due after ten years                       6,765       7,289
                                          ---------  ------------
        Subtotal                            126,282     130,815
    Mortgage-backed securities                5,744       6,038
                                          ---------  ------------
                                           $132,026    $136,853
                                          ---------  ------------
                                          ---------  ------------
 
<CAPTION>
                                             DECEMBER 31, 1994
                                          -----------------------
                                          AMORTIZED   ESTIMATED
                                            COST     MARKET VALUE
                                          ---------  ------------
                                                  (000'S)
<S>                                       <C>        <C>
Maturities are:
    Due in one year or less                $ 16,291    $ 16,362
    Due after one year through five
     years                                  120,253     118,837
    Due after five years through ten
     years                                   35,577      34,682
    Due after ten years                       8,002       8,130
                                          ---------  ------------
        Subtotal                            180,123     178,011
    Mortgage-backed securities                8,337       8,227
                                          ---------  ------------
                                           $188,460    $186,238
                                          ---------  ------------
                                          ---------  ------------
</TABLE>
 
A bond  included above  with an  amortized cost  of approximately  $399,000  and
$398,000  at December 31, 1995  and 1994, respectively, was  on deposit with the
Superintendent of Insurance of the State of New York as required by law.
 
4.  MORTGAGE LOANS:
The Company invests  in commercial  first mortgage loans  throughout the  United
States.  The  Company  monitors  the  condition of  the  mortgage  loans  in its
portfolio. In those  cases where mortgages  have been restructured,  appropriate
provisions  have been made. In those cases where, in management's judgement, the
mortgage loans' values are impaired, appropriate losses are recorded.
 
                                       11
<PAGE>
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.))
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
4.  MORTGAGE LOANS (CONTINUED):
The following table shows the geographic distribution of the mortgage portfolio.
 
<TABLE>
<CAPTION>
                                            DECEMBER 31,
                                          ----------------
                                           1995     1994
                                          -------  -------
                                              (000'S)
<S>                                       <C>      <C>
New York                                  $14,264  $16,474
California                                  5,076   10,751
Massachusetts                               6,720    8,205
Ohio                                        4,748    4,803
Florida                                     4,020    4,414
All other                                  17,016   18,730
                                          -------  -------
                                          $51,844  $63,377
                                          -------  -------
                                          -------  -------
</TABLE>
 
As of December 31, 1995, the  Company has restructured mortgage loans  totalling
$4,891,000, against which there are provisions of $497,000.
 
5.  INVESTMENTS--LOSSES:
 
<TABLE>
<CAPTION>
                                              YEARS ENDED
                                             DECEMBER 31,
                                          -------------------
                                          1995   1994   1993
                                          -----  -----  -----
                                                (000'S)
<S>                                       <C>    <C>    <C>
Realized losses:
Mortgage loans                            $  (1) $(722) $ (96)
Real estate                                 (32)    --     (7)
Stocks                                       --     --     (1)
                                          -----  -----  -----
                                          $ (33) $(722) $(104)
                                          -----  -----  -----
                                          -----  -----  -----
Changes in unrealized losses:
Mortgage loans                            $(672) $   0  $   0
                                          -----  -----  -----
                                          -----  -----  -----
</TABLE>
 
Realized capital gains and losses on bonds and mortgages which relate to changes
in  levels  of  interest  rate  risk are  charged  or  credited  to  an interest
maintenance reserve and  amortized into  income over  the remaining  contractual
life  of the security sold. The realized  capital gains credited to the interest
maintenance reserve were  $960,000, $936,000  and $1,081,000 in  1995, 1994  and
1993, respectively. All gains are net of applicable taxes.
 
                                       12
<PAGE>
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.))
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
6.  INVESTMENT INCOME:
Net investment income consisted of:
 
<TABLE>
<CAPTION>
                                          YEARS ENDED DECEMBER 31,
                                          -------------------------
                                           1995     1994     1993
                                          -------  -------  -------
                                                   (000'S)
<S>                                       <C>      <C>      <C>
Interest income from bonds                $13,020   15,562  $18,180
Interest income from mortgage loans         5,882    6,875    7,290
Real estate investment income (loss)          (52)     (85)     572
Other investment income                       170      117       69
                                          -------  -------  -------
    Gross investment income                19,020   22,469   26,111
Investment expenses                           570      522      829
                                          -------  -------  -------
                                          $18,450  $21,947  $25,282
                                          -------  -------  -------
                                          -------  -------  -------
</TABLE>
 
7.  WITHDRAWAL CHARACTERISTICS OF ANNUITY ACTUARIAL RESERVES AND DEPOSIT
LIABILITIES:
Withdrawal  characteristics  of  general account  and  separate  account annuity
reserves and deposits:
<TABLE>
<CAPTION>
                                           DECEMBER 31, 1995
                                          --------------------
                                           AMOUNT   % OF TOTAL
                                          --------  ----------
                                                (000'S)
<S>                                       <C>       <C>
Subject to discretionary withdrawal
  --with market value adjustment          $ 81,085     16.9%
  --at book value less surrender charges
   (surrender charge > 5%)                 103,767     21.6%
  --at book value (minimal or no charge
   or adjustment)                          275,075     57.3%
Not subject to discretionary withdrawal
 provision                                  20,181      4.2%
                                          --------  -----
Total annuity actuarial reserves and
 deposit liabilities                      $480,108    100.0%
                                          --------  -----
                                          --------  -----
 
<CAPTION>
                                           DECEMBER 31, 1994
                                          --------------------
                                           AMOUNT   % OF TOTAL
                                          --------  ----------
                                                (000'S)
<S>                                       <C>       <C>
Subject to discretionary withdrawal
  --with market value adjustment          $ 35,768      7.7%
  --at book value less surrender charges
   (surrender charge > 5%)                 181,770     39.3%
  --at book value (minimal or no charge
   or adjustment)                          226,854     49.1%
Not subject to discretionary withdrawal
 provision                                  17,994      3.9%
                                          --------  -----
Total annuity actuarial reserves and
 deposit liabilities                      $462,386    100.0%
                                          --------  -----
                                          --------  -----
</TABLE>
 
8.  RETIREMENT PLANS:
The Company participates with Sun Life (Canada) and Sun Life of Canada (U.S.) in
a  non-contributory  defined  benefit  pension  plan  covering  essentially  all
employees. The benefits are based on years of service and compensation.
 
                                       13
<PAGE>
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.))
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
8.  RETIREMENT PLANS (CONTINUED):
The  funding policy  for the pension  plan is  to contribute an  amount which at
least satisfies the minimum amount required by ERISA. The Company is charged for
its share of the pension cost based upon its covered participants. Pension  plan
assets  consist principally of  a variable accumulation fund  contract held in a
separate account of Sun Life (Canada).
 
On January  1,  1994, the  Company  adopted Statement  of  Financial  Accounting
Standard  No. 87,  "Employers Accounting for  Pensions," which  is in accordance
with generally accepted accounting principles.
 
The following table sets forth the funded  status for the pension plan (for  Sun
Life  (Canada),  Sun Life  of Canada  (U.S.),  Sun Investment  Services Company,
another wholly-owned subsidiary of Sun Life  of Canada (U.S.), and the  Company)
at December 31, 1995 and 1994:
 
<TABLE>
<CAPTION>
                                          TOTAL PENSION PLAN
                                          ------------------
                                            1995      1994
                                          --------  --------
                                               (000'S)
<S>                                       <C>       <C>
Actuarial present value of benefit
 obligations:
Vested benefit obligations                $(40,949) $(38,157)
Accumulated benefit obligation             (42,452)  (39,686)
                                          --------  --------
                                          --------  --------
Projected benefit obligation for service
 rendered to date                         $(60,885) $(53,494)
Plan assets at fair value                  117,178   101,833
                                          --------  --------
Difference between plan assets and
 projected benefit obligations              56,293    48,339
Unrecognized net (gain) loss from past
 experience different from that assumed
 and effects of changes in assumptions      (9,016)   (1,238)
Unrecognized net asset at January 1,
 1994 being recognized
 over 17 years                             (30,842)  (32,898)
                                          --------  --------
(Accrued) prepaid pension cost included
 in other assets                          $ 16,435  $ 14,203
                                          --------  --------
                                          --------  --------
</TABLE>
 
The components of the 1995 and 1994 pension cost for the pension plan were:
 
<TABLE>
<CAPTION>
                                           TOTAL PENSION PLAN
                                          ---------------------
                                           1995        1994
                                          -------  ------------
                                                 (000'S)
<S>                                       <C>      <C>
Service cost                              $ 3,390    $ 2,847
Interest cost                               4,051      3,769
Actual return on plan assets              (16,388)    (8,294)
Net amortization and deferral               6,715       (817)
                                          -------  ------------
Net pension income                        $(2,232)   $(2,495)
                                          -------  ------------
                                          -------  ------------
</TABLE>
 
The Company's share of the group's accrued pension cost at December 31, 1995 and
1994  was $97,000 and $79,000, respectively. The Company's share of net periodic
pension cost was $18,000 and $79,000, respectively.
 
The discount rate  and rate of  increase in future  compensation levels used  in
determining the actuarial present value of the projected benefit obligation were
7.5% and 4.5%, respectively. The expected long-term rate of return on assets was
7.5%.
 
                                       14
<PAGE>
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.))
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
8.  RETIREMENT PLANS (CONTINUED):
The  Company also participates with Sun Life (Canada), Sun Life of Canada (U.S.)
and certain affiliates  in a  401(k) savings  plan for  which substantially  all
employees are eligible. The Company matches, up to specified amounts, employees'
contributions  to  the plan.  Employer contributions  were $21,000,  $17,000 and
$14,000 for the years ended December 31, 1995, 1994 and 1993, respectively.
 
9.  OTHER POST-RETIREMENT BENEFIT PLANS:
In addition to pension benefits the Company provides certain health, dental  and
life  insurance benefits ("post-retirement benefits")  for retired employees and
dependents. Substantially all employees may  become eligible for these  benefits
if  they reach normal  retirement age while  working for the  Company, or retire
early upon satisfying an  alternate age plus  service condition. Life  insurance
benefits are generally set at a fixed amount.
 
Effective January 1, 1993, the Company adopted Statement of Financial Accounting
Standards  No.  106 (SFAS  No. 106),  "Employers Accounting  for Post-retirement
Benefits other than Pensions." SFAS No.  106 requires the Company to accrue  the
estimated  cost  of  retiree  benefit payments  during  the  years  the employee
provides service. SFAS No.  106 allows recognition of  the cumulative effect  of
the liability in the year of adoption or the amortization of the obligation over
a period of up to 20 years. The Company has elected to recognize this obligation
of  approximately $52,000 over a  period of ten years.  The Company's cash flows
are  not  affected  by  implementation  of  this  standard,  but  implementation
decreased  net income by $7,000 in 1995, $5,000 in 1994 and $14,000 in 1993. The
Company's post-retirement health care plans currently are not funded.
 
The following table sets forth the plan's funded status, reconciled with amounts
recognized in the Company's balance sheet:
 
<TABLE>
<CAPTION>
                                             DECEMBER 31,
                                          ------------------
                                            1995      1994
                                          --------  --------
<S>                                       <C>       <C>
Accumulated post-retirement benefit
 obligation:
Retirees                                  $      0  $      0
Fully eligible active plan participants          0         0
Other active plan participants             (19,000)  (11,000)
                                          --------  --------
  Total                                    (19,000)  (11,000)
Plan assets at market value                      0         0
                                          --------  --------
Accumulated post-retirement benefit
 obligation in excess of plan assets       (19,000)  (11,000)
Unrecognized gains from past experience    (44,000)  (50,000)
Unrecognized transition obligation          37,000    42,000
                                          --------  --------
Accrued post-retirement benefit cost      $(26,000) $(19,000)
                                          --------  --------
                                          --------  --------
</TABLE>
 
                                       15
<PAGE>
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.))
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
9.  OTHER POST-RETIREMENT BENEFIT PLANS (CONTINUED):
Net periodic post-retirement benefit cost components:
 
<TABLE>
<CAPTION>
                                            YEARS ENDED
                                            DECEMBER 31,
                                          ----------------
                                           1995     1994
                                          -------  -------
<S>                                       <C>      <C>
Service cost--benefits earned             $ 5,000  $ 3,000
Interest cost on accumulated
 post-retirement benefit obligation         1,000    1,000
Amortization of transition obligation       5,000    5,000
Net amortization and deferral              (4,000)  (4,000)
                                          -------  -------
Net periodic post-retirement benefit
 cost                                     $ 7,000  $ 5,000
                                          -------  -------
                                          -------  -------
</TABLE>
 
The discount rate  used in determining  the accumulated post-retirement  benefit
obligation  was 7.5% in 1995  and 8.0% in 1994 and  the assumed health care cost
trend rate was 12.0% graded to 6% over 10 years after which it remains constant.
 
The health  care cost  trend rate  assumption has  a significant  effect on  the
amounts  reported. To illustrate, increasing the  assumed health care cost trend
rates by one percentage  point in each year  would increase the  post-retirement
benefit  obligation as of December 31, 1995  by $8,000 and the estimated service
and interest cost components  of the net  periodic post-retirement benefit  cost
for 1995 by $3,000.
 
10. FAIR VALUE OF FINANCIAL INSTRUMENTS:
The  following  table  presents the  carrying  amounts  and fair  values  of the
Company's financial instruments at December 31, 1995 and 1994:
 
<TABLE>
<CAPTION>
                                                      1995                            1994
                                          -----------------------------   -----------------------------
                                             CARRYING                        CARRYING
                                              AMOUNT        FAIR VALUE        AMOUNT        FAIR VALUE
                                          --------------   ------------   --------------   ------------
                                                                     (000'S)
<S>                                       <C>              <C>            <C>              <C>
ASSETS
Bonds                                        $132,026        $  136,853      $188,460        $  186,238
Mortgages                                      51,844            53,718        63,377            63,193
                                          --------------   ------------   --------------   ------------
Total                                        $183,870        $  190,571      $251,837        $  249,431
                                          --------------   ------------   --------------   ------------
                                          --------------   ------------   --------------   ------------
LIABILITIES
Individual annuities                         $138,661        $  137,463      $221,675        $  200,582
                                          --------------   ------------   --------------   ------------
                                          --------------   ------------   --------------   ------------
</TABLE>
 
The major  methods  and  assumptions  used in  estimating  the  fair  values  of
financial instruments are as follows:
 
The  fair values of short-term bonds are estimated to be the amortized cost. The
fair values of long-term bonds which  are publicly traded are based upon  market
prices  or dealer quotes. For privately  placed bonds, fair values are estimated
using prices for publicly traded bonds  of similar credit risk and maturity  and
repayment characteristics.
 
The  fair values of the Company's general account reserves and liabilities under
investment-type contracts (insurance and annuity  contracts that do not  involve
mortality  or morbidity risks) are estimated using discounted cash flow analyses
or surrender  values.  Those  contracts  that  are  deemed  to  have  short-term
guarantees have a carrying amount equal to the estimated market value.
 
                                       16
<PAGE>
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.))
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
10. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED):
The  fair values  of mortgages  are estimated  by discounting  future cash flows
using current  rates at  which similar  loans would  be made  to borrowers  with
similar credit ratings and for the same maturities.
 
11. STATUTORY INVESTMENT VALUATION RESERVES:
The asset valuation reserve (AVR) provides a reserve for losses from investments
in  bonds, stocks,  mortgage loans, real-estate  and other  invested assets with
related increases or decreases being recorded directly to surplus.
 
Realized capital gains and losses on bonds and mortgages which relate to changes
in levels  of  interest  rate  risk  are charged  or  credited  to  an  interest
maintenance   reserve  (IMR)  and  amortized  into  income  over  the  remaining
contractual life of the security sold.
 
The table shown below presents changes in the major elements of the AVR and IMR.
 
<TABLE>
<CAPTION>
                                               1995            1994
                                          --------------  --------------
                                           AVR     IMR     AVR     IMR
                                          ------  ------  ------  ------
                                             (000'S)         (000'S)
<S>                                       <C>     <C>     <C>     <C>
Balance, beginning of year                $1,764  $1,778  $1,904  $1,920
Realized capital gains (losses), net of
 tax                                         (22)    624    (127)    609
Amortization of investment gains               0    (754)      0    (751)
Unrealized investment losses                (672)      0    (527)      0
Required by formula                          476       0     514       0
                                          ------  ------  ------  ------
Balance, end of year                      $1,546  $1,648  $1,764  $1,778
                                          ------  ------  ------  ------
                                          ------  ------  ------  ------
</TABLE>
 
12. LIABILITY FOR UNPAID CLAIMS AND CLAIM ADJUSTMENT EXPENSE:
Activity in the  liability for  unpaid claims  and claim  adjustment expense  is
summarized below.
 
<TABLE>
<CAPTION>
                                                           DECEMBER 31,
                                                     -------------------------
                                                      1995     1994     1993
                                                     -------  -------  -------
                                                              (000'S)
 <S>                                                 <C>      <C>      <C>
 Balance at January 1                                $ 2,322  $ 1,648  $   659
 Claims Incurred                                       4,789    2,930    2,587
 Claims Paid                                          (2,791)  (2,256)  (1,598)
                                                     -------  -------  -------
 Balance at December 31                              $ 4,320  $ 2,322  $ 1,648
                                                     -------  -------  -------
                                                     -------  -------  -------
</TABLE>
 
The  information  presented  above  includes  unpaid  benefit  claims  and claim
adjustment expenses for the group life and group long term disability contracts.
As of December 31, 1995 and 1994 the unpaid claim and claim adjustment liability
for these contracts is included in Policy Reserves on the Balance Sheet.
 
13. FEDERAL INCOME TAXES:
The Company files  a consolidated  federal income tax  return with  Sun Life  of
Canada  (U.S.) and other  affiliates. Federal income taxes  are calculated as if
the Company filed a return as a separate company. No provision is recognized for
timing differences  which  may exist  between  financial statement  and  taxable
 
                                       17
<PAGE>
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
(Wholly-owned subsidiary of Sun Life Assurance Company of Canada (U.S.))
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
 
13. FEDERAL INCOME TAXES (CONTINUED):
income.  Such differences include  reserves, depreciation and  accrual of market
discount on bonds. The Company made cash  payments to Sun Life of Canada  (U.S.)
of $2,421,000, $725,000 and $3,472,000 during 1995, 1994 and 1993, respectively.
 
14. LEASE COMMITMENTS:
The  Company leases two separate facilities for its annuity operations and group
sales office. Both leases commenced in March, 1994.
 
Future minimum lease commitments are as follows:
 
<TABLE>
<CAPTION>
 YEAR ENDING
 DECEMBER 31,
 ------------------------------  AMOUNT
                                 ------
                                 (000'S)
 <S>                             <C>
 1996                            $ 225
 1997                              225
 1998                              225
 1999                              221
 2000                              221
 Thereafter                        823
                                 ------
 Total                           $1,940
                                 ------
                                 ------
</TABLE>
 
Rent expense under these  and prior leases  in 1995, 1994  and 1993 amounted  to
$336,000, $307,000 and $286,000, respectively.
 
15. RISK-BASED CAPITAL:
Effective December 31, 1993 the NAIC adopted risk-based capital requirements for
life  insurance companies. The risk-based  capital requirements provide a method
for measuring the  minimum acceptable  amount of  adjusted capital  that a  life
insurer  should have, as determined under statutory accounting practices, taking
into account  the risk  characteristics  of its  investments and  products.  The
Company has met the minimum risk-based capital requirements for 1995 and 1994.
 
16. NEW ACCOUNTING PRONOUNCEMENT:
In  April  1993, the  Financial Accounting  Standards  Board (FASB)  issued FASB
Interpretation  No.  40,   "Applicability  of   Generally  Accepted   Accounting
Principles  to  Mutual Life  Insurance and  Other  Enterprises." Under  this new
interpretation, annual financial statements of mutual life insurance enterprises
for fiscal  years beginning  after  December 15,  1992,  shall provide  a  brief
description  that  financial  statements  prepared  on  the  basis  of statutory
accounting practices will no longer be described as prepared in conformity  with
generally   accepted  accounting  principles.  In  January  1995,  Statement  of
Financial Accounting Standards No. 120 (SFAS No. 120), "Accounting and Reporting
by Mutual Life  Insurance Enterprises  for Certain  Long Duration  Participating
Contracts"  was issued. SFAS No. 120 delays the effective date of Interpretation
No. 40 until fiscal years beginning after December 15, 1995.
 
Beginning In  1996,  the Company  will  file financial  statements  prepared  in
accordance  with all  applicable pronouncements  that define  generally accepted
accounting principles for all enterprises.
 
                                       18
<PAGE>
INDEPENDENT AUDITORS' REPORT
 
TO THE BOARD OF DIRECTORS AND STOCKHOLDER
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
WELLESLEY HILLS, MASSACHUSETTS
 
We have  audited the  accompanying  balance sheets  of  Sun Life  Insurance  and
Annuity  Company of  New York (a  wholly-owned subsidiary of  Sun Life Assurance
Company of Canada) as of December 31, 1995 and 1994, and the related  statements
of  operations, capital stock and surplus, and  cash flows for each of the three
years in the period ended December 31, 1995. These financial statements are  the
responsibility  of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
 
We  conducted  our  audits  in  accordance  with  generally  accepted   auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing the  accounting  principles used  and  significant estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In our  opinion,  such financial  statements  present fairly,  in  all  material
respects,  the financial  position of  the Company as  of December  31, 1995 and
1994, and the results of its operations and its cash flows for each of the three
years in  the period  ended  December 31,  1995,  in conformity  with  generally
accepted accounting principles.





 
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 7, 1996
 
                                       19
<PAGE>

                                   -20-

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
          FINANCIAL DISCLOSURE.

     No events have occurred which are required to be reported by Item 304 of 
Regulation S-K.

                                 PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     Omitted pursuant to Instruction J (2) (c) to Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION.

     Omitted pursuant to Instruction J (2) (c) to Form 10-K.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     Omitted pursuant to Instruction J (2) (c) to Form 10-K.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Omitted pursuant to Instruction J (2) (c) to Form 10-K.

                                  PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)   1.  Financial statements (set forth in Item 8):

          -   Balance Sheets as of December 31, 1995 and December 31, 1994.

          -   Statements of Operations for each of the three years ended 
              December 31, 1995, December 31, 1994 and December 31, 1993.

          -   Statements of Capital Stock and Surplus for each of the three 
              years ended December 31, 1995, December 31, 1994 and December 31,
              1993.

          -   Statements of Cash Flows for each of the three years ended 
              December 31, 1995, December 31, 1994 and December 31, 1993.

          -   Notes to Financial Statements, Years Ended December 31, 1995, 
              1994 and 1993.

          -   Independent Auditors' Report.

(a)   2.  Financial statement schedules (set forth below):

          -   Schedule I - Summary of Investments, Other than Investments in 
              Affiliates.

          -   Schedule VI - Summary of Reinsurance.

          -   Independent Auditors' Report.

Financial statement schedules not included in this Form 10-K have been 
omitted because the required information either is not applicable or is 
presented in the consolidated financial statements or notes thereto.

<PAGE>

                                   -21-


            SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK

                                SCHEDULE I

       SUMMARY OF INVESTMENTS, OTHER THAN INVESTMENTS IN AFFILIATES
                                    
                               (in 000's)

<TABLE>
<CAPTION>
                                                                AMOUNT AT WHICH
                                                                 SHOWN IN THE
TYPE OF INVESTMENT                      COST          VALUE      BALANCE SHEET
- ------------------                   --------       --------    ---------------
<S>                                  <C>            <C>         <C>

Bonds:
 United States government 
 and government agencies
 and authorities                     $ 11,243       $ 11,560       $ 11,243
Foreign governments                     1,824          1,981          1,824
Public utilities                       39,018         40,247         39,018
All other corporate bonds              72,904         76,028         72,904
                                     --------       --------       --------
 Total bonds                          124,989        129,816        124,989

Mortgage loans                         51,844         xxxxxx         51,844
Policy loans                              476         xxxxxx            476
Short-term investments                  7,037         xxxxxx          7,037
                                     --------       --------       --------

Total investments                    $184,346         xxxxxx       $184,346
                                     --------       --------       --------
                                     --------       --------       --------
</TABLE>



<PAGE>

                                  -22-


            SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK

                                SCHEDULE VI

                          SUMMARY OF REINSURANCE
                                     
                               (in 000's)

<TABLE>
<CAPTION>
                                                   CEDED TO
                                     GROSS           OTHER            NET
                                     AMOUNT        COMPANIES         AMOUNT
                                   ----------      ---------       ----------
<S>                                <C>             <C>             <C>
 1995
Life Insurance In Force            $1,963,789       $300,314       $1,663,475
                                   ----------      ---------       ----------
                                   ----------      ---------       ----------

Premiums
  Life Insurance                   $    5,848       $    917       $    4,931
  Accident and Health                   1,862            456            1,406
                                   ----------      ---------       ----------
Total Premiums                     $    7,710       $  1,373       $    6,337
                                   ----------      ---------       ----------
                                   ----------      ---------       ----------


 1994
Life Insurance In Force            $1,699,729       $264,144       $1,435,585
                                   ----------      ---------       ----------
                                   ----------      ---------       ----------

Premiums
  Life Insurance                   $    4,524       $    633       $    3,891
  Accident and Health                     779             51              728
                                   ----------      ---------       ----------

Total Premiums                     $    5,303      $     684       $    4,619
                                   ----------      ---------       ----------
                                   ----------      ---------       ----------


 1993
Life Insurance In Force            $  987,356      $164,318        $  823,038
                                   ----------      ---------       ----------
                                   ----------      ---------       ----------

Premiums
  Life Insurance                   $    3,184      $    396        $    2,788
  Accident and Health                     562            68               494
                                   ----------      ---------       ----------
Total Premiums                     $    3,746      $    464        $    3,282
                                   ----------      ---------       ----------
                                   ----------      ---------       ----------
</TABLE>


<PAGE>

                                  -23-

INDEPENDENT AUDITORS' REPORT


TO THE BOARD OF DIRECTORS AND STOCKHOLDER
SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK
NEW YORK, NEW YORK




We have audited the balance sheets of Sun Life Insurance and Annuity Company 
of New York (wholly-owned subsidiary of Sun Life Assurance Company of Canada 
(U.S.)) as of December 31, 1995 and 1994 and the related statements of 
operations, capital stock and surplus and cash flows for each of the three 
years in the period ended December 31, 1995, and have issued our report 
thereon dated February 7, 1996 (which report is included elsewhere in this 
Form 10-K).  Our audits also included the financial statement schedules 
listed in Item 14 (a) 2 in this Form 10-K.  In our opinion, such financial 
statement schedules, when considered in relation to the basic financial 
statements taken as a whole, present fairly, in all material respects, the 
information therein set forth.






Deloitte & Touche LLP
Boston, Massachusetts
February 7, 1996



<PAGE>

                                  -24-

ITEM 14 CONTINUED

(a) 3 and (c).  Exhibits:

   The following Exhibits are incorporated herein by reference:

EXHIBIT NO.

     1    Underwriting Agreement (Filed as Exhibit No. 1 to Registration
          Statement on Form S-1 (Reg. No. 33-1079)).

     3    Declaration of Intent and Charter and By-Laws (filed as Exhibits 3(a)
          and 3(b), respectively, to the Registration Statement on Form S-1
         (Reg. No. 33-1079)).

     4    Combination Fixed/Variable Group Annuity Contract and Certificate
          (filed as Exhibit 4 to Amendment No. 1 to the Registration Statement
          on Form S-1 (Reg. No. 33-1079)); Combination Fixed/Variable single
          premium Annuity Contract (filed as Exhibit 4 to the Registration
          Statement on Form S-1 (Reg. No. 33-58482)).

     5    Opinion Re: Legality (filed as Exhibit 5 to Amendment No. 1 to the
          Registration Statement on Form S-1 (Reg. No. 33-1079) and as Exhibit
          5 to the Registration Statement on Form S-1 (Reg No. 33-58482)).
 
     6    Opinion Re: Tax Matters (filed as Exhibit 6 to Amendment No. 1 to the
          Registration Statement on Form S-1 (Reg. No. 33-1079)).

     24   Powers of Attorney (filed herewith).

     27   Financial Data Schedule (file herwith).

(b) Reports on Form 8-K

     No reports on Form 8-K have been filed during the last quarter.

(d)  No additional financial statements are required to be filed.


<PAGE>

                                  -25-

                                SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant, has duly caused this report to be 
signed on its behalf by the undersigned thereunto duly authorized.

                            Sun Life Insurance and Annuity Company of New York

                                (Registrant)


                                             By:*  /s/ JOHN D. McNEIL
                                                   -------------------
                                                   John D. McNeil, Chairman

                                Date:        March 28, 1996
                                             -----------------------------

     Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and on the dates indicated.

*/s/ JOHN D. McNEIL                           */s/  JOHN R. GARDNER
- -----------------------                       ---------------------------
John D. McNeil                                 John R. Gardner
Chairman and Director                          President and Director
(Principal Executive Officer)

Date:   March 28, 1996                         Date:    March 28, 1996
        ---------------                                 ---------------


*/s/ L. BROCK THOMSON                         */s/ RICHARD B. BAILEY
- -----------------------                       ---------------------------
L. Brock Thomson                               Richard B. Bailey
Vice President and Treasurer                   Director
(Principal Financial & Accounting Officer)

Date:   March 28, 1996                         Date:    March 28, 1996
        ---------------                                 ---------------


*/s/ A. KEITH BRODKIN                         */s/ FIORAVANTE G. PERROTTA
- -----------------------                       ---------------------------
A. Keith Brodkin                               Fioravante G. Perrotta
Director                                       Director

Date:   March 28, 1996                         Date:    March 28, 1996
        ---------------                                 ---------------


*/s/ JOHN S. LANE                             */s/ RALPH F. PETERS
- -----------------------                       ---------------------------
John S. Lane                                   Ralph F. Peters
Director                                       Director

Date:   March 28, 1996                         Date:    March 28, 1996
        ---------------                                 ---------------



____________
    *  By Bonnie S. Angus pursuant to Power of Attorney filed herewith


<PAGE>

                                      -26-
         
*/s/ DAVID D. HORN                            */s/ PAMELA T. TIMMINS   
- -----------------------                       ---------------------------
David D. Horn                                  Pamela T. Timmins
Senior Vice President and Director             Director
 
Date:   March 28, 1996                         Date:    March 28, 1996 
        ---------------                                 ---------------


*/s/ JOHN G. IRELAND                          */s/ ANGUS A. MACNAUGHTON
- -----------------------                       ---------------------------
John G. Ireland                                Angus A. MacNaughton
Director                                       Director

Date:   March 28, 1996                         Date:    March 28, 1996
        ---------------                                 ---------------


*/s/ EDWARD M. LAMONT                         */s/ M. COLYER CRUM
- -----------------------                       ---------------------------
Edward M. Lamont                               M. Colyer Crum
Director                                       Director

Date:   March 28, 1996                         Date:    March 28, 1996
        ---------------                                 ---------------




____________
    *  By Bonnie S. Angus pursuant to Power of Attorney filed herewith



<PAGE>

                                                                    EXHIBIT 24


              SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK

                              POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that John D. McNeil, whose signature 
appears below, constitutes and appoints Bonnie S. Angus, David D. Horn and 
David N. Brown, and each of them, his attorneys-in-fact, each with the power 
of substitution, for him in any and all capacities, to sign the Annual Report 
on Form 10-K for the fiscal year ended December 31, 1995 of Sun Life 
Insurance and Annuity Company of New York and any amendments thereto and to 
file the same, with exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, hereby ratifying and 
confirming all that each of said attorneys-in-fact or his substitute or 
substitutes, may do or cause to be done by virtue hereof.



                                          /s/ John D. McNeil
                                          ____________________________________
                                          John D. McNeil

March 25, 1996


<PAGE>

                                                                    EXHIBIT 24


              SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK

                              POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that L. Brock Thomson, whose signature 
appears below, constitutes and appoints Bonnie S. Angus, David D. Horn and 
David N. Brown, and each of them, his attorneys-in-fact, each with the power 
of substitution, for him in any and all capacities, to sign the Annual Report 
on Form 10-K for the fiscal year ended December 31, 1995 of Sun Life 
Insurance and Annuity Company of New York and any amendments thereto and to 
file the same, with exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, hereby ratifying and 
confirming all that each of said attorneys-in-fact or his substitute or 
substitutes, may do or cause to be done by virtue hereof.


                                          /s/ L. Brock Thomson
                                          -----------------------------------
                                          L. Brock Thomson

March 25, 1996


<PAGE>

                                                                    EXHIBIT 24


              SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK

                              POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that Richard B. Bailey, whose signature 
appears below, constitutes and appoints Bonnie S. Angus, David D. Horn and 
David N. Brown, and each of them, his attorneys-in-fact, each with the power 
of substitution, for him in any and all capacities, to sign the Annual Report 
on Form 10-K for the fiscal year ended December 31, 1995 of Sun Life 
Insurance and Annuity Company of New York and any amendments thereto and to 
file the same, with exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, hereby ratifying and 
confirming all that each of said attorneys-in-fact or his substitute or 
substitutes, may do or cause to be done by virtue hereof.


                                          /s/ Richard B. Bailey
                                          -----------------------------------
                                          Richard B. Bailey

March 25, 1996


<PAGE>

                                                                    EXHIBIT 24


              SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK

                              POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that A. Keith Brodkin, whose signature 
appears below, constitutes and appoints Bonnie S. Angus, David D. Horn and 
David N. Brown, and each of them, his attorneys-in-fact, each with the power 
of substitution, for him in any and all capacities, to sign the Annual Report 
on Form 10-K for the fiscal year ended December 31, 1995 of Sun Life 
Insurance and Annuity Company of New York and any amendments thereto and to 
file the same, with exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, hereby ratifying and 
confirming all that each of said attorneys-in-fact or his substitute or 
substitutes, may do or cause to be done by virtue hereof.


                                          /s/ A. Keith Brodkin
                                          -----------------------------------
                                          A. Keith Brodkin

March 25, 1996


<PAGE>

                                                                    EXHIBIT 24


              SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK

                              POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that M. Colyer Crum, whose signature 
appears below, constitutes and appoints Bonnie S. Angus, David D. Horn and 
David N. Brown, and each of them, his attorneys-in-fact, each with the power 
of substitution, for him in any and all capacities, to sign the Annual Report 
on Form 10-K for the fiscal year ended December 31, 1995 of Sun Life 
Insurance and Annuity Company of New York and any amendments thereto and to 
file the same, with exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, hereby ratifying and 
confirming all that each of said attorneys-in-fact or his substitute or 
substitutes, may do or cause to be done by virtue hereof.


                                          /s/ M. Colyer Crum
                                          -----------------------------------
                                          M. Colyer Crum

March 26, 1996


<PAGE>

                                                                    EXHIBIT 24


              SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK

                              POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that John R. Gardner, whose signature 
appears below, constitutes and appoints Bonnie S. Angus, David D. Horn and 
David N. Brown, and each of them, his attorneys-in-fact, each with the power 
of substitution, for him in any and all capacities, to sign the Annual Report 
on Form 10-K for the fiscal year ended December 31, 1995 of Sun Life 
Insurance and Annuity Company of New York and any amendments thereto and to 
file the same, with exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, hereby ratifying and 
confirming all that each of said attorneys-in-fact or his substitute or 
substitutes, may do or cause to be done by virtue hereof.


                                          /s/ John R. Gardner
                                          -----------------------------------
                                          John R. Gardner

March 26, 1996


<PAGE>

                                                                    EXHIBIT 24


              SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK

                              POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that David D. Horn, whose signature 
appears below, constitutes and appoints Bonnie S. Angus, David D. Horn and 
David N. Brown, and each of them, his attorneys-in-fact, each with the power 
of substitution, for him in any and all capacities, to sign the Annual Report 
on Form 10-K for the fiscal year ended December 31, 1995 of Sun Life 
Insurance and Annuity Company of New York and any amendments thereto and to 
file the same, with exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, hereby ratifying and 
confirming all that each of said attorneys-in-fact or his substitute or 
substitutes, may do or cause to be done by virtue hereof.


                                          /s/ David D. Horn
                                          -----------------------------------
                                          David D. Horn

March 25, 1996


<PAGE>

                                                                    EXHIBIT 24


              SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK

                              POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that John G. Ireland, whose signature 
appears below, constitutes and appoints Bonnie S. Angus, David D. Horn and 
David N. Brown, and each of them, his attorneys-in-fact, each with the power 
of substitution, for him in any and all capacities, to sign the Annual Report 
on Form 10-K for the fiscal year ended December 31, 1995 of Sun Life 
Insurance and Annuity Company of New York and any amendments thereto and to 
file the same, with exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, hereby ratifying and 
confirming all that each of said attorneys-in-fact or his substitute or 
substitutes, may do or cause to be done by virtue hereof.


                                          /s/ John G. Ireland
                                          -----------------------------------
                                          John G. Ireland

March 25, 1996


<PAGE>

                                                                    EXHIBIT 24


              SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK

                              POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that Edward M Lamont, whose signature 
appears below, constitutes and appoints Bonnie S. Angus, David D. Horn and 
David N. Brown, and each of them, his attorneys-in-fact, each with the power 
of substitution, for him in any and all capacities, to sign the Annual Report 
on Form 10-K for the fiscal year ended December 31, 1995 of Sun Life 
Insurance and Annuity Company of New York and any amendments thereto and to 
file the same, with exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, hereby ratifying and 
confirming all that each of said attorneys-in-fact or his substitute or 
substitutes, may do or cause to be done by virtue hereof.


                                          /s/ Edward M. Lamont
                                          -----------------------------------
                                          Edward M. Lamont

March 25, 1996


<PAGE>

                                                                    EXHIBIT 24


              SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK

                              POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that John S. Lane, whose signature 
appears below, constitutes and appoints Bonnie S. Angus, David D. Horn and 
David N. Brown, and each of them, his attorneys-in-fact, each with the power 
of substitution, for him in any and all capacities, to sign the Annual Report 
on Form 10-K for the fiscal year ended December 31, 1995 of Sun Life 
Insurance and Annuity Company of New York and any amendments thereto and to 
file the same, with exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, hereby ratifying and 
confirming all that each of said attorneys-in-fact or his substitute or 
substitutes, may do or cause to be done by virtue hereof.


                                          /s/ John S. Lane
                                          -----------------------------------
                                          John S. Lane

March 27, 1996


<PAGE>

                                                                    EXHIBIT 24


              SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK

                              POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that Angus A. MacNaughton, whose signature
appears below, constitutes and appoints Bonnie S. Angus, David D. Horn and 
David N. Brown, and each of them, his attorneys-in-fact, each with the power 
of substitution, for him in any and all capacities, to sign the Annual Report 
on Form 10-K for the fiscal year ended December 31, 1995 of Sun Life 
Insurance and Annuity Company of New York and any amendments thereto and to 
file the same, with exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, hereby ratifying and 
confirming all that each of said attorneys-in-fact or his substitute or 
substitutes, may do or cause to be done by virtue hereof.


                                          /s/ Angus A. MacNaughton
                                          -----------------------------------
                                          Angus A. MacNaughton

March 26, 1996


<PAGE>

                                                                    EXHIBIT 24


              SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK

                              POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that Fioravante G. Perrotta, whose signature
appears below, constitutes and appoints Bonnie S. Angus, David D. Horn and 
David N. Brown, and each of them, his attorneys-in-fact, each with the power 
of substitution, for him in any and all capacities, to sign the Annual Report 
on Form 10-K for the fiscal year ended December 31, 1995 of Sun Life 
Insurance and Annuity Company of New York and any amendments thereto and to 
file the same, with exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, hereby ratifying and 
confirming all that each of said attorneys-in-fact or his substitute or 
substitutes, may do or cause to be done by virtue hereof.


                                          /s/ Fioravante G. Perrotta
                                          -----------------------------------
                                          Fioravante G. Perrotta

March 25, 1996


<PAGE>

                                                                    EXHIBIT 24


              SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK

                              POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that Ralph F. Peters, whose signature 
appears below, constitutes and appoints Bonnie S. Angus, David D. Horn and 
David N. Brown, and each of them, his attorneys-in-fact, each with the power 
of substitution, for him in any and all capacities, to sign the Annual Report 
on Form 10-K for the fiscal year ended December 31, 1995 of Sun Life 
Insurance and Annuity Company of New York and any amendments thereto and to 
file the same, with exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, hereby ratifying and 
confirming all that each of said attorneys-in-fact or his substitute or 
substitutes, may do or cause to be done by virtue hereof.



                                          /s/ Ralph F. Peters
                                          ____________________________________
                                          Ralph F. Peters

March 27, 1996


<PAGE>

                                                                    EXHIBIT 24


              SUN LIFE INSURANCE AND ANNUITY COMPANY OF NEW YORK

                              POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS that Pamela T. Timmins, whose signature 
appears below, constitutes and appoints Bonnie S. Angus, David D. Horn and 
David N. Brown, and each of them, his attorneys-in-fact, each with the power 
of substitution, for him in any and all capacities, to sign the Annual Report 
on Form 10-K for the fiscal year ended December 31, 1995 of Sun Life 
Insurance and Annuity Company of New York and any amendments thereto and to 
file the same, with exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, hereby ratifying and 
confirming all that each of said attorneys-in-fact or his substitute or 
substitutes, may do or cause to be done by virtue hereof.


                                          /s/ Pamela T. Timmins
                                          -----------------------------------
                                          Pamela T. Timmins

March 25, 1996



<TABLE> <S> <C>

<PAGE>
<ARTICLE> 7
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<DEBT-HELD-FOR-SALE>                                 0
<DEBT-CARRYING-VALUE>                      132,026,000
<DEBT-MARKET-VALUE>                        136,853,000
<EQUITIES>                                           0
<MORTGAGE>                                  51,844,000
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                             185,614,000
<CASH>                                       1,268,000
<RECOVER-REINSURE>                                   0
<DEFERRED-ACQUISITION>                               0
<TOTAL-ASSETS>                             522,499,000
<POLICY-LOSSES>                             23,549,000
<UNEARNED-PREMIUMS>                                  0
<POLICY-OTHER>                                       0
<POLICY-HOLDER-FUNDS>                      129,744,000
<NOTES-PAYABLE>                                      0
                                0
                                          0
<COMMON>                                     2,000,000
<OTHER-SE>                                  29,964,000
<TOTAL-LIABILITY-AND-EQUITY>               522,499,000
                                  59,554,000
<INVESTMENT-INCOME>                         19,203,000
<INVESTMENT-GAINS>                            (33,000)
<OTHER-INCOME>                                       0
<BENEFITS>                                  65,850,000
<UNDERWRITING-AMORTIZATION>                  4,938,000
<UNDERWRITING-OTHER>                         4,571,000
<INCOME-PRETAX>                              3,365,000
<INCOME-TAX>                                 2,435,000
<INCOME-CONTINUING>                            930,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   930,000
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0
        

</TABLE>


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