<PAGE>
SUPPLEMENT DATED JANUARY 1, 1996
TO PROSPECTUS DATED MAY 1, 1995
FOR GRANDMASTER II/TM/ FLEXIBLE PAYMENT VARIABLE ANNUITY
ISSUED BY INTEGRITY LIFE INSURANCE COMPANY
THIS SUPPLEMENT MODIFIES THE PROSPECTUS AND SHOULD BE
READ AND RETAINED WITH THE PROSPECTUS.
THIS SUPPLEMENT DATED JANUARY 1, 1996 SUPERSEDES
THE SUPPLEMENT DATED AUGUST 3, 1995.
The first three paragraphs under DEATH BENEFITS AND SIMILAR BENEFIT
DISTRIBUTIONS beginning on page 19 are REPLACED by the following:
A death benefit is available to a beneficiary if a participant dies prior to his
or her retirement date. The amount of the death benefit is the greatest of (1)
the participant's certificate value, (2) the participant's certificate value at
the beginning of the seventh participation year, plus subsequent contributions
and minus subsequent withdrawals, inclusive of any market value adjustments
made, and (3) the minimum death benefit, which equals total contributions less
the sum of withdrawals, inclusive of any market value adjustments made.
For certificates having a Participation Date on or after January 1, 1995, we
will offer an administrative program which has the effect of locking in the
increase IF ANY in your certificate value on each contract anniversary for
purposes of calculation of the minimum death benefit. Under this program you
will have the option to "step up" your minimum death benefit to your certificate
value on each contract anniversary if your certificate value on such
contract anniversary is greater than the minimum death benefit described in (3)
above (total contributions) and is greater than your certificate value on any
previous contract anniversary. This will be effected as a tax-free exchange into
an identical contract, but without new surrender charges. Once you elect this
option, "total contributions" for purposes of calculation of the minimum death
benefit described in (3) above will equal your highest certificate value (which
is greater than total contributions less withdrawals) as of any contract
anniversary, less withdrawals made subsequent to such contract anniversary,
inclusive of any market value adjustments.
IN SOME STATES it will not be necessary to elect this option. In those states,
your contract will provide that the amount of the death benefit is automatically
the greatest of (1), (2) or (3) above, or your highest certificate value at the
beginning of any participation year, plus subsequent contributions and minus
subsequent withdrawals, inclusive of any market value adjustments made. NOT
AVAILABLE IN ALL STATES.
<PAGE>
On page 12 under the heading Market Value Adjustments, the second sentence is
deleted and replaced by the following:
A Market Value Adjustment will be made for each transfer, partial withdrawal in
excess of the free corridor amount, surrender, or purchase of an annuity benefit
from a Guarantee Period Value that occurs other than within 30 days prior to the
expiration of the related Guarantee Period. There will be no Market Value
Adjustment made for a death benefit.
________________________________________________________________________________
The last two sentences under STATE PREMIUM TAX DEDUCTION on page 14 are deleted
and replaced by the following:
If your contract was issued In Pennsylvania prior to January 1, 1996, it may
have been subject to premium tax. If Integrity paid such premium tax due, we
will deduct the tax upon full or partial withdrawals, payment of a death benefit
or purchase of an annuity under the certificate.
________________________________________________________________________________
The last sentence under ANNUITIES on page 21 is deleted and replaced by the
following:
You will receive a lump sum benefit if you do not make an election by such date.
