SEPARATE ACCOUNT I OF NATIONAL INTEGRITY LIFE INS CO
485BPOS, 1999-04-28
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<PAGE>

   
            As filed with the Securities and Exchange Commission
                              on April 28, 1999
    

                           Registration No. 33-56658

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549

                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
   
     Pre-Effective Amendment No.  ___                     [ ]
     Post-Effective Amendment No.  12                     [X]
    

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
   
     Amendment No.  21                                    [X]
    

                      (Check appropriate box or boxes)

        Separate Account I of National Integrity Life Insurance Company
                          (Exact Name of Registrant)

                   National Integrity Life Insurance Company
                               (Name of Depositor)

                  515 West Market Street, Louisville, KY 40202
       (Address of Depositor's Principal Executive Offices)    (Zip Code)
        Depositor's Telephone Number, including Area Code  (502) 582-7900 

                                 Kevin L. Howard
                    National Integrity Life Insurance Company
                             515 West Market Street
                           Louisville, Kentucky 40202
                      (Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: As soon after the effective date
of this Registration Statement as is practicable.

It is proposed that this filing will become effective (check appropriate box)

   / /  immediately upon filing pursuant to paragraph (b) of Rule 485

   
   /X/  on May 1, 1999 pursuant to paragraph (b) of Rule 485
    

   / /  60 days after filing pursuant to paragraph (a)(1) of Rule 485

   
   / /  (date)pursuant to paragraph (a)(1) of Rule 485
    

If appropriate, check the following box:

   / /  this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

<PAGE>

   
Prospectus
    

                              GRANDMASTER III
                     FLEXIBLE PREMIUM VARIABLE ANNUITY
            issued by NATIONAL INTEGRITY LIFE INSURANCE COMPANY

   
This prospectus describes a flexible premium variable annuity contract offered
by National Integrity Life Insurance Company, a subsidiary of ARM Financial
Group, Inc. The contracts provide several types of benefits, some of which have
tax-favored status under the Internal Revenue Code of 1986, as amended. You may
allocate contributions to different investment divisions of our Separate Account
I, referred to as Variable Account Options and Fixed Accounts. Together, the
Variable Account Options and Fixed Account Options are referred to as INVESTMENT
OPTIONS.
    

   
Contributions you make to the Variable Account Options are invested in 
shares of corresponding Portfolios of the Variable Insurance Products Fund 
(VIP), Variable Insurance Products Fund II (VIP II), and Variable Insurance 
Products Fund III (VIP III) (the PORTFOLIOS or PORTFOLIO). The Portfolios are 
managed by Fidelity Management & Research Company. The values allocated to 
the Options reflect the investment performance of the Portfolios. The 
prospectus for the Portfolios describes each one's investment objectives, 
policies and risks. There are fourteen Variable Account Options, which invest 
in the following Portfolios: 
    

   
<TABLE>
<S>                                                       <C> 
- -   VIP Money Market Portfolio: Initial Class             -   VIP II Investment Grade Bond Portfolio: Initial Class
- -   VIP High Income Portfolio: Initial Class              -   VIP II Asset Manager Portfolio: Initial Class
- -   VIP Equity-Income Portfolio: Initial Class            -   VIP II Index 500 Portfolio: Initial Class
- -   VIP Growth Portfolio: Initial Class                   -   VIP II Contrafund Portfolio: Initial Class
- -   VIP Overseas Portfolio: Initial Class                 -   VIP II Asset Manager: Growth Portfolio: Initial Class
- -   VIP III Balanced Portfolio: Initial Class             -   VIP III Growth Opportunities Portfolio: Initial Class
- -   VIP III Growth & Income Portfolio: Initial Class      -   VIP III Mid Cap Portfolio: Service Class
</TABLE>
    

   
We also offer Guaranteed Rate Options (GROS) and a Systematic Transfer Option 
(STO), together referred to as FIXED ACCOUNTS. The money you contribute to a 
GRO grows at a fixed interest rate that we declare at the beginning of the 
duration you select. A MARKET VALUE ADJUSTMENT will be made for withdrawals, 
surrenders, transfers and certain other transactions made before your GRO 
Account expires. However, your value under a GRO Account can't be decreased 
below an amount equal to your contribution less prior withdrawals, plus 
interest compounded at an annual effective rate of 3% (MINIMUM VALUE). 
Withdrawal charges and an annual administrative charge may apply, which may 
invade principal. The money you contribute to the STO grows at a 
fixed interest rate that we declare each calendar quarter, guaranteed never 
to be less than an effective annual yield of 3%. YOU MUST TRANSFER ALL 
CONTRIBUTIONS YOU MAKE TO THE STO INTO OTHER INVESTMENT OPTIONS WITHIN ONE 
YEAR OF CONTRIBUTION ON A MONTHLY OR QUARTERLY BASIS.
    

This prospectus contains information about the contracts that you should know
before you invest. Read this prospectus and any supplements, and retain them for
future reference. This prospectus isn't valid unless provided with the current
prospectus for the Portfolios, which you should also read.

For further information and assistance, contact our Administrative Office at
National Integrity Life Insurance Company, 15 Matthews Street, Suite 200,
Goshen, New York, 10924. You may also call the following toll-free number:
1-800-433-1778.

   
A registration statement relating to the contracts, which includes a Statement
of Additional Information (SAI) dated May 1, 1999, has been filed with the
Securities and Exchange Commission. The SAI is incorporated by reference
    

<PAGE>

   
into this prospectus. A free copy of the SAI is available by writing to or 
calling our Administrative Office. A table of contents for the SAI is found 
in Appendix C.
    

THESE SECURITIES HAVEN'T BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION 
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF 
THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

   
You can review and copy information about GrandMaster III at the SEC's Public 
Reference Room in Washington, D.C.  For hours of operation of the Public 
Reference Room, please call 1-800-SEC-0330.  You may also obtain information 
about GrandMaster III on the SEC's Internet site at http://www.sec.gov, or, 
upon payment of a duplicating fee, by writing the SEC's Public Reference 
Section, Washington, D.C. 20459-6009.
    

THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF OR GUARANTEED BY ANY BANK, NOR
ARE THEY INSURED BY THE FDIC; THEY ARE SUBJECT TO INVESTMENT RISKS, INCLUDING
POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.


The date of this Prospectus is May 1, 1999.

<PAGE>

                       TABLE OF CONTENTS

   
<TABLE>
<CAPTION>

PART 1 - SUMMARY                                                     PAGE
<S>                                                                  <C>
Your Variable Annuity Contract.........................................1
Your Benefits..........................................................1
How Your Contract is Taxed.............................................1
Your Contributions.....................................................1
Your Investment Options................................................1
Account Value, Adjusted Account Value and Cash Value ..................2
Transfers..............................................................
Charges and Fees.......................................................2
Withdrawals............................................................2
Your Initial Right to Revoke...........................................2
Risk/Return Summary: Investments and Risks.............................2
Year 2000..............................................................3
Table of Annual Fees and Expenses......................................3
Examples...............................................................5

PART 2 - NATIONAL INTEGRITY AND THE SEPARATE ACCOUNT


National Integrity Life Insurance Company..............................6
The Separate Account and the Variable Account Options..................6
Assets of Our Separate Account.........................................6
Changes In How We Operate..............................................6

PART 3 - YOUR INVESTMENT OPTIONS

The Portfolios ........................................................7
      The Portfolios' Investment Adviser...............................7
      Investment Objectives of the Portfolios..........................7
Fixed Accounts.........................................................8
       Guaranteed Rate Options.........................................9
         Renewals of GRO Accounts.....................................10
         Market Value Adjustments.....................................10
       Systematic Transfer Option.....................................11


PART 4 - DEDUCTIONS AND CHARGES


Separate Account Charges..............................................11
Annual Administrative Charge..........................................11
Reduction or Elimination of Separate Account or
  Administrative Charges..............................................12
Portfolio Charges.....................................................12
State Premium Tax Deduction...........................................12
Contingent Withdrawal Charge..........................................12
Reduction or Elimination of the Contingent Withdrawal Charge..........13
Transfer Charge.......................................................13
Disability Waiver.....................................................13
Tax Reserve...........................................................13

PART 5 - TERMS OF YOUR VARIABLE ANNUITY
</TABLE>
    

<PAGE>

   
<TABLE>
<S>                                                                  <C>
Contributions Under Your Contract.....................................13
Your Account Value....................................................14
Units in Our Separate Account.........................................14
How We Determine Unit Value...........................................14
Transfers.............................................................15
Withdrawals...........................................................16
Assignments...........................................................16
Death Benefits and Similar Benefit Distributions......................16
Annuity Benefits......................................................17
Annuities.............................................................17
Annuity Payments......................................................18
Timing of Payment.....................................................18
How You Make Requests and Give Instructions...........................18


PART 6 - VOTING RIGHTS


Voting Rights.........................................................18
How We Determine Your Voting Shares...................................19
How Portfolio Shares Are Voted........................................19
Separate Account Voting Rights........................................19


PART 7 - TAX ASPECTS OF THE CONTRACTS


Introduction..........................................................19
Your Contract is an Annuity...........................................19
Taxation of Annuities Generally.......................................20
Distribution-at-Death Rules...........................................21
Diversification Standards.............................................21
Tax-Favored Retirement Programs.......................................21
Federal and State Income Tax Withholding..............................21
Impact of Taxes to National Integrity.................................21
Transfers Among Investment Options....................................21


PART 8 - ADDITIONAL INFORMATION


Systematic Withdrawals................................................22
Income Plus Withdrawal Program........................................22
Dollar Cost Averaging.................................................23
Systematic Transfer Program...........................................23
Customized Asset Rebalancing..........................................23
Callan Asset Allocation and Rebalancing Program.......................23
Systematic Contributions..............................................24
Performance Information...............................................24


PART 9 - PRIOR CONTRACTS


Prior Contracts.......................................................26

GLOSSARY..............................................................30

Appendix A  -  Financial Information..................................32
</TABLE>
    

<PAGE>

   
<TABLE>
<S>                                                                  <C>
Appendix B  -  Illustration of a Market Value Adjustment..............34
Appendix C  -  SAI Table of Contents..................................37
</TABLE>
    

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH 
SUCH OFFERING MAY NOT LAWFULLY BE MADE.  NO PERSON IS AUTHORIZED TO MAKE ANY 
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED 
IN THIS PROSPECTUS.

<PAGE>

PART 1 - SUMMARY

YOUR VARIABLE ANNUITY CONTRACT

   
In this prospectus, "we," "our" and "us" mean National Integrity Life Insurance
Company (NATIONAL INTEGRITY), a subsidiary of Integrity Life Insurance Company
and an indirect subsidiary of ARM Financial Group, Inc. (ARM). The terms "you"
and "your" mean the Annuitant, the person upon whose life the Annuity Benefit
and the Death Benefit are based, usually the Owner of the contract. If the
Annuitant doesn't own the contract, the Owner has all of the rights under the
contract until annuity payments begin. If there are Joint Owners, they share
contract rights and they must both sign for any changes or transactions. The
death of the first Joint Owner to die will determine the timing of distribution.

You can invest for retirement by buying a GrandMaster III contract if you
properly complete a Customer Profile form (an application or enrollment form may
be required in some states) and make a minimum initial contribution. Because the
premium is flexible, your future contributions can be any amount you choose, as
long as they are above the minimum required contribution, discussed below.

The latest your endowment or "retirement" date can be is your 90th birthday,
unless your state law requires it to be a different date, or unless you specify
an earlier date.
    

YOUR BENEFITS

Your contract has an Account Value, an annuity benefit, and a death benefit.
These benefits are described in more detail below.

   
Your benefits under the contract may be controlled by the usual rules for
taxation of annuities, including the deferral of taxes on your investment growth
until you actually make a withdrawal. You should read Part 7, "Tax Aspects of
the Contracts" for more information, and possibly consult a tax adviser. The
contract can also provide your benefits under certain tax-favored retirement
programs, which may be subject to special eligibility and contribution rules.
    

HOW YOUR CONTRACT IS TAXED

   
Under the current tax laws, any increases in the value of your contributions 
won't be considered part of your taxable income until you make a withdrawal.  
However, most of the withdrawals you make before you are 59 1/2 years old are 
subject to a 10% federal tax penalty on the taxable portion of the amounts 
withdrawn.
    

YOUR CONTRIBUTIONS

The minimum initial contribution is $1,000. Contributions after your first 
one can be as little as $100.  Some tax-favored retirement plans allow 
smaller contributions.  See  "Contributions Under Your Contract" in Part 5.

YOUR INVESTMENT OPTIONS

   
You may have your contributions placed in the Variable Account Options or the
Fixed Accounts, or place part of your contributions in each of them. The
Variable Account Options and the Fixed Accounts are together referred to as the
INVESTMENT OPTIONS. You may have money in as many as nine different Investment
Options at any one time. See "Contributions Under Your Contract" in Part 5. To
select Investment Options most suitable for you, see Part 3, "Your Investment
Options."
    

The Variable Account Options invest in shares of investment portfolios of mutual
funds. Each investment portfolio is referred to as a PORTFOLIO. The investment
goal of each Variable Account Option and its corresponding Portfolio is the
same. For example, if your investment goal is to save money for retirement, you
might choose a GROWTH 


                                      1
<PAGE>

   
oriented Variable Account Option, which invests in a GROWTH Portfolio. Your 
value in a Variable Account Option will vary with the performance of the 
corresponding Portfolio. For a full description of each Portfolio, see that 
Portfolio's prospectus and Statement of Additional Information.
    

ACCOUNT VALUE, ADJUSTED ACCOUNT VALUE AND CASH VALUE

   
Your ACCOUNT VALUE consists of the value of your Fixed Accounts added to the
value of your Variable Account Options. Your ADJUSTED ACCOUNT VALUE is your
Account Value, as increased or decreased by any Market Value Adjustments. Your
Account Value in the GROs can never be decreased below the Minimum Value. Your
CASH VALUE is equal to your Adjusted Account Value, minus any contingent
withdrawal charge and minus the pro-rata portion of the annual administrative
charge, if it applies. See "Charges and Fees" below.
    

TRANSFERS

   
You may transfer all or any part of your Account Value among the Investment
Options, although there are some restrictions that apply. You can find these in
Part 5, "Transfers." Any transfer must be at least $250 and may be arranged
through our telephone transfer service. Transfers may also be made among certain
Investment Options under the following special programs: (i) Dollar Cost
Averaging, (ii) Customized Asset Rebalancing, (iii) Callan Asset Allocation and
Rebalancing Program, or (iv) to transfer your STO contributions. All of these
programs are discussed in Part 8. If you make more than twelve transfers between
your Investment Options in one contract year, your account can be charged up to
$20 for each transfer after the first twelve.
    

CHARGES AND FEES

If your Account Value is less than $50,000 as of the last day of any contract
year before your Retirement Date, an annual administrative expense charge of $30
is deducted from your Account.

   
A daily charge at an effective annual rate of 1.35% is deducted from the Account
Value of each of your Variable Account Options to cover mortality and expense
risks (1.20%) and certain administrative expenses (.15%). The charge will never
be greater than this. For more information, see Part 4, "Deductions and
Charges."
    

Investment advisory fees and other expenses are deducted from amounts the
Separate Account invests in the Portfolios. Fidelity Management and Research
Company receives investment management fees from the Portfolios based on the
average net assets of each Portfolio. Advisory fees can't be increased without
the consent of shareholders. See "Table of Annual Fees and Expenses" below and
"The Portfolios' Investment Adviser" in Part 3.

WITHDRAWALS

   
You may make any number of withdrawals as often as you wish. Each withdrawal 
must be at least $300. You may withdraw up to 10% of your Account Value each 
year without paying withdrawal charges. After the first 10%, there may be a 
charge for withdrawals you make, based upon the length of time your money has 
been in your account. See "Contingent Withdrawal Charge" in Part 4.
    

YOUR INITIAL RIGHT TO REVOKE

You can cancel your contract within ten days after you receive it by 
returning it to our Administrative Office. We will extend the ten-day period 
as required by law in some states.  If you cancel your contract, we'll return 
your entire contribution, with adjustments made for any investment gain or 
loss experienced by the Variable Account Option from the date you purchased 
it until the date we receive your cancelled contract, including any charges 
deducted. If your state requires, we'll return all of your contributions 
without any adjustment.  We'll return the amount of any contribution to the 
Guaranteed Rate Options upon cancellation.


                                      2
<PAGE>

RISK/RETURN SUMMARY: INVESTMENTS AND RISKS

VARIABLE ANNUITY INVESTMENT GOALS

The investment goals of the GrandMaster III Variable Annuity are protecting 
your investment, building for retirement and providing future income. We 
strive to achieve these goals through extensive portfolio diversification and 
superior portfolio management.










                                      3

<PAGE>

RISKS

An investment in any of the Variable Account Options carries with it certain 
risks, including the risk that the value of your investment will decline and 
you could lose money.  This could happen if one of the issuers of the stocks 
becomes financially impaired or if the stock market as a whole declines.  
Because most of the Variable Account Options are in common stocks, there's 
also the inherent risk that holders of common stock generally are behind 
creditors and holders of preferred stock for payments in the event of the 
bankruptcy of a stock issuer.

For a complete discussion of the risks associated with an investment in any 
particular Variable Account Option, see the prospectus of the corresponding 
Portfolio.


YEAR 2000


Many computer programs are written so that only the last two digits of the 
year are read. Because of this, many computer systems will read the year 
2000 as 1900. This could cause many programs to malfunction. National 
Integrity is evaluating, on an ongoing basis, its computer systems and the 
systems of other companies on which we rely, to determine if they'll function 
properly, and make the transition from 1999 to 2000 smoothly. These 
activities are designed to ensure that there is no adverse effect on our 
business operations. While we've been working very hard to make sure that 
this process will be problem-free, we can't guarantee that there won't be 
some Year 2000 problems experienced by our systems and we can't make any 
representations or guarantees that the outside sources on which we rely will 
be ready to make a smooth transition to Year 2000 with their systems.

   
    


                                       4

<PAGE>

TABLE OF ANNUAL FEES AND EXPENSES

CONTRACT OWNER TRANSACTION EXPENSES

<TABLE>

      <S>                                                                  <C> 
      Sales Load on Purchases.............................................  $0
      Deferred Sales Load (as a percentage of contributions) (1)....7% Maximum
      Exchange Fee (2)..................................................... $0
</TABLE>

   
ANNUAL ADMINISTRATIVE CHARGE
    

<TABLE>
      <S>                                                                  <C>
  
      Annual Administrative Charge* ...................................... $30
        * This charge applies only if the Account Value is less than 
          $50,000 at the end of any contract year prior to your Retirement 
          Date.  See "Annual Administrative Charge" in Part 4.
</TABLE>

SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value) (3)

   
<TABLE>
      <S>                                                             <C>
      Mortality and Expense Risk Fees................................. 1.20%
      Administrative Expenses.........................................  .15%
                                                                       -----
      Total Separate Account Annual Expenses.......................... 1.35%
                                                                       -----
                                                                       -----
</TABLE>
    


                                      5
<PAGE>

PORTFOLIO ANNUAL EXPENSES AFTER REIMBURSEMENT
(as a percentage of average net assets)

   
<TABLE>
                                                        Management       Other      Total Annual
Portfolio                                                  Fees         Expenses       Expenses
- -------------                                           ----------      --------     -------------
<S>                                                     <C>             <C>          <C>
VIP Money Market: Initial Class....................         .20%           .10%           .30%
VIP High Income: Initial Class.....................         .58%           .12%           .70%
VIP Equity-Income: Initial Class...................         .49%           .08%           .57% (4)
VIP Growth: Initial Class..........................         .59%           .07%           .66% (4)
VIP Overseas: Initial Class........................         .74%           .15%           .89% (4)
VIP II Investment Grade Bond: Initial Class........         .43%           .14%           .57%
VIP II Asset Manager: Initial Class................         .54%           .09%           .63% (4)
VIP II Index 500: Initial Class....................         .24%           .04%           .28%
VIP II Contrafund: Initial Class...................         .59%           .07%           .66% (4)
VIP II Asset Manager: Growth: Initial Class........         .59%           .13%           .72% (4)
VIP III Balanced: Initial Class....................         .44%           .14%           .58% (4)
VIP III Growth Opportunities: Initial Class........         .59%           .11%           .70% (4)
VIP III Growth & Income: Initial Class.............         .49%           .11%           .60% (4)
VIP III Mid Cap: Service Class.....................         .56%           .54%          1.10% (4)(6)
</TABLE>
    

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

   
1)   See  "Deductions and Charges - Contingent Withdrawal Charge" in Part 4. 
     You have a free withdrawal of up to 10% of the Account Value in any 
     contract year.
    

   
2)   After the first twelve transfers during a contract year, we can charge a 
     transfer fee of $20 for each transfer. This charge doesn't apply to 
     transfers made for dollar cost averaging, asset rebalancing or 
     systematic transfers. See "Deductions and Charges - Transfer Charge" 
     in Part 4.
    

   
3)   See "Deductions and Charges - Separate Account Charges" in Part 4.
    

   
4)   Part of the brokerage commissions that certain Portfolios pay was used 
     to reduce the Portfolios' expenses. In addition, certain Portfolios, or
     FMR on behalf of certain Portfolios, have arranged with their custodian
     to use uninvested cash balances to reduce custodian expenses. Without 
     these reductions, the total operating expenses presented in the table 
     would have been .58% for VIP Equity-Income Portfolio, .68% for VIP Growth
     Portfolio, .91% for VIP Overseas Portfolio, .64% for VIP II Asset Manager
     Portfolio, .35% for VIP II Index 500 Portfolio, .70% for VIP II Contrafund
     Portfolio, .73% for VIP II Asset Manager: Growth Portfolio, .59% for 
     VIP III Balanced Portfolio, .71% for VIP III Growth Opportunities 
     Portfolio, .61% for VIP III Growth & Income Portfolio, and 115.85% 
     for VIP III Mid Cap Portfolio.
    


                                      6

<PAGE>

   
5)   The  "Other Expenses" reflect the payment of 0.10% pursuant to a Rule 
     12b-1 Plan adopted by the underlying Mutual Funds.
    






                                       7

<PAGE>

EXAMPLES

The examples below show the expenses that the Annuitant would be charged for
each $1,000 investment, assuming a $40,000 average contract value and a 5%
annual rate of return on assets.

EXPENSES PER $1,000 INVESTMENT IF YOU SURRENDER YOUR CONTRACT AT THE END OF THE
PERIOD SHOWN:

   
<TABLE>
<CAPTION>

Portfolio                                                       1 Year      3 Years       5 Years      10 Years
- ---------                                                       ------      -------       -------      --------
<S>                                                             <C>         <C>           <C>          <C>
    
VIP Money Market: Initial Class.............................   $ 87.66      $104.61       $123.86       $203.09
VIP High Income: Initial Class..............................   $ 91.76      $117.03       $144.77       $245.84
VIP Equity-Income: Initial Class............................   $ 90.53      $113.32       $138.53       $233.20
VIP Growth: Initial Class...................................   $ 91.55      $116.41       $143.73       $243.75
VIP Overseas: Initial Class.................................   $ 93.91      $123.51       $155.60       $267.61
VIP II Investment Grade Bond: Initial Class.................   $ 90.42      $113.01       $138.01       $232.14
VIP II Asset Manager: Initial Class.........................   $ 91.14      $115.17       $141.66       $239.54
VIP II Index 500: Initial Class.............................   $ 88.17      $106.17       $126.49       $208.53
VIP II Contrafund: Initial Class............................   $ 91.76      $117.03       $144.77       $245.84
VIP II Asset Manager: Growth: Initial Class.................   $ 92.06      $117.96       $146.32       $248.98
VIP III Balanced: Initial Class.............................   $ 90.63      $113.63       $139.06       $234.26
VIP III Growth Opportunities: Initial Class.................   $ 91.86      $117.34       $145.29       $246.89
VIP III Growth & Income: Initial Class......................   $ 90.83      $114.25       $140.10       $236.37

VIP III Mid Cap: Service Class..............................   $110.57      $153.39       $198.52       $332.09
</TABLE>
    

EXPENSES PER $1,000 INVESTMENT IF YOU ELECT THE NORMAL FORM OF ANNUITY OR DON'T
SURRENDER YOUR CONTRACT AT THE END OF THE PERIOD SHOWN:

   
<TABLE>
<CAPTION>

Portfolio                                                       1 Year      3 Years       5 Years      10 Years
- ---------                                                       ------      -------       -------      --------
<S>                                                             <C>         <C>           <C>          <C>
VIP Money Market: Initial Class.............................    $17.66       $54.61       $ 93.86       $203.09
VIP High Income: Initial Class..............................    $21.76       $67.03       $114.77       $245.84
VIP Equity-Income: Initial Class............................    $20.53       $63.32       $108.53       $233.20
VIP Growth: Initial Class...................................    $21.55       $66.41       $113.73       $243.75
VIP Overseas: Initial Class.................................    $23.91       $73.51       $125.60       $267.61
VIP II Investment Grade Bond: Initial Class.................    $20.42       $63.01       $108.01       $232.14
VIP II Asset Manager: Initial Class.........................    $21.14       $65.17       $111.66       $239.54
VIP II Index 500: Initial Class.............................    $18.17       $56.17       $ 96.49       $208.53
VIP II Contrafund: Initial Class............................    $21.76       $67.03       $114.77       $245.84
VIP II Asset Manager: Growth: Initial Class.................    $22.06       $67.96       $116.32       $248.98
VIP III Balanced: Initial Class.............................    $20.63       $63.63       $109.06       $234.26
VIP III Growth Opportunities: Initial Class.................    $21.86       $67.34       $115.29       $246.89
VIP III Growth & Income: Initial Class......................    $20.83       $64.25       $110.10       $236.37
VIP III Mid Cap: Service Class..............................    $30.57       $93.39       $158.52       $332.09
</TABLE>
    


                                       8
<PAGE>

   
These examples assume that all of the fixed charges of the Separate 
Account and of the investment advisory fees and other expenses of the 
Portfolios will continue as they were for their most recent fiscal year or 
estimated expenses (after reimbursement), if applicable. ACTUAL PORTFOLIO 
EXPENSES MAY BE MORE OR LESS. The annual rate of return assumed in the 
examples isn't an estimate or guarantee of future investment performance. The 
table assumes an estimated $40,000 average contract value, so that the 
administrative charge per $1,000 of net asset value in the Separate Account 
is $0.75. This per $1,000 charge would be higher for smaller Account Values 
and lower for higher values.
    

The table and examples above are to help you understand the various costs and 
expenses that apply to your contract. These tables show expenses of the 
Separate Account as well as those of the Portfolios. Premium taxes may also 
apply when you receive a payout of your contributions.

CONDENSED FINANCIAL INFORMATION FOR THE SEPARATE ACCOUNT IS PROVIDED IN 
APPENDIX A.





                                      9

<PAGE>

PART 2 - NATIONAL INTEGRITY AND THE SEPARATE ACCOUNT

NATIONAL INTEGRITY LIFE INSURANCE COMPANY

   
National Integrity is a stock life insurance company organized under the laws 
of New York. Our home office is located in Goshen, New York. We are 
authorized to sell life insurance and annuities in nine states and the 
District of Columbia. We sell flexible premium annuities with underlying 
investment options other than the Portfolios, and fixed single premium 
annuities. We also provide administrative and investment support for 
products designed, underwritten and sold by other companies.
    

   
National Integrity is a subsidiary of ARM Financial Group, Inc., which 
specializes in providing retail and institutional customers with products and 
services designed for long-term savings and retirement planning. ARM is a 
publicly traded company listed on the New York Stock Exchange under the 
symbol "ARM." At December 31, 1998, ARM had $9.9 billion of assets under 
management.
    

THE SEPARATE ACCOUNT AND THE VARIABLE ACCOUNT OPTIONS

   
The Separate Account was established in 1986, and is maintained under the
insurance laws of the State of New York. It is a unit investment trust, which is
a type of investment company, registered with the Securities and Exchange
Commission (the SEC). SEC registration doesn't mean that the SEC is involved in
any way in supervising the management or investment policies of the Separate
Account. Each Variable Account Option invests in shares of a corresponding
Portfolio. We may establish additional Options from time to time. The Variable
Account Options currently available to you are listed in Part 3, "Your
Investment Options." Prior to September 3, 1991, the Portfolios invested in
shares of corresponding portfolios of Prism Investment Trust.
    

ASSETS OF OUR SEPARATE ACCOUNT

Under New York law, we own the assets of our Separate Account and use them to
support the variable portion of yours and other variable annuity contracts.
Annuitants under other variable annuity contracts participate in the Separate
Account in proportion to the amounts in their contracts. We can't use the
Separate Account's assets supporting the variable portion of these variable
contracts to satisfy liabilities arising out of any of our other businesses.
Under certain unlikely circumstances, one Variable Account Option may be liable
for claims relating to the operations of another Option.

Income, gains and losses, whether or not realized, from assets allocated to the
Separate Account are credited to or charged against the Separate Account without
regard to our other income, gains or losses. We may allow charges owed to us to
stay in the Separate Account, and in that way, we can participate
proportionately in the Separate Account. Amounts in the Separate Account in
excess of reserves and other liabilities belong to us, and we may transfer them
to our general account.

CHANGES IN HOW WE OPERATE

   
We can change how we or our Separate Account operate, subject to your approval
when required by the Investment Company Act of 1940 ("1940 ACT") or other
applicable law or regulation. We'll notify you if any changes result in a
material change in the underlying investments of a Variable Account Option. WE
MAY:
    

- -  add Options to, or remove Options from, our Separate Account, combine two 
   or more Options within our Separate Account, or withdraw assets relating to 
   your contract from one Option and put them into another;
- -  register or end the registration of the Separate Account under the 1940 Act;
- -  operate our Separate Account under the direction of a committee or 
   discharge a committee at any time (the committee may be composed of a 
   majority of persons who are "interested persons" of National Integrity under 
   the 1940 Act);
- -  restrict or eliminate any voting rights of Owners or others who have 
   voting rights that affect our Separate Account;
   
- -  cause one or more Option(s) to invest in a mutual fund other than or in 
   addition to the Portfolios; 
    


                                      10

<PAGE>

- -  operate our Separate Account or one or more of the Options in any other 
   form the law allows, including a form that allows us to make direct 
   investments. We may make any legal investments we wish. In choosing these 
   investments, we'll rely on our own or outside counsel for advice.


PART 3 - YOUR INVESTMENT OPTIONS

THE PORTFOLIOS

Management fees and other expenses deducted from each Portfolio are described 
in that Portfolio's prospectus.  FOR A PROSPECTUS CONTAINING MORE COMPLETE 
INFORMATION ON ANY PORTFOLIO, CALL OUR ADMINISTRATIVE OFFICE TOLL-FREE AT 
1-800-433-1778.

Each of the Portfolios is an open-end diversified management investment 
company registered with the SEC.

   
The Portfolios serve as investment vehicles for variable annuity and variable
life contracts of insurance companies. Shares of the Portfolios are currently
available to the separate accounts of a number of insurance companies, both
affiliated and unaffiliated with FMR or National Integrity. The Board of
Trustees of each of the Portfolios is responsible for monitoring the Fund for
any material irreconcilable conflict between the interests of the policyowners
of all separate accounts investing in the Portfolio and determining what action,
if any, should be taken in response. If we believe that a Portfolio's response
to any of those events doesn't adequately protect our contract owners, we'll see
to it that appropriate and available action is taken. See the Portfolios'
prospectus for a further discussion of the risks associated with the offering of
shares to our Separate Account and the separate accounts of other insurance
companies.
    

   
THE PORTFOLIOS' INVESTMENT ADVISER. Fidelity Management & Research Company  
(FMR) is a registered investment adviser under the Investment Advisers Act of 
1940. It serves as the investment adviser to each Portfolio. Bankers Trust 
Company ("BT") is the VIP II Index 500 Portfolio's sub-adviser. BT, a New 
York banking corporation, is a wholly owned subsidiary of Bankers Trust New 
York Corporation.
    

INVESTMENT OBJECTIVES OF THE PORTFOLIOS. Below is a summary of the investment 
objectives of the Portfolios of Fidelity's VIP Funds. There are no guarantees 
that a Portfolio will be able to achieve its objective. YOU SHOULD READ 
FIDELITY'S VIP FUNDS' PROSPECTUS CAREFULLY BEFORE INVESTING.

   
VIP MONEY MARKET PORTFOLIO
    

VIP Money Market Portfolio seeks to earn a high level of current income while
preserving capital and providing liquidity. It invests only in high-quality,
U.S. dollar denominated money market securities of domestic and foreign issuers,
such as certificates of deposit, obligations of governments and their agencies,
and commercial paper and notes.

   
VIP HIGH INCOME PORTFOLIO
    

   
VIP High Income Portfolio seeks a high current income, while also considering
growth of capital. It normally invests at least 65% of its total assets in
income-producing debt securities, preferred stocks, and convertible securities,
with an emphasis on lower-quality debt securities.
    

   
VIP EQUITY-INCOME PORTFOLIO
    

   
VIP Equity-Income Portfolio seeks reasonable income. The Portfolio will also 
consider the potential for capital appreciation.  The Portfolio seeks a yield 
that exceeds the composite yield on the securities comprising the S&P 500. 
FMR normally invests at least 65% of the Portfolio's total assets in 
income-producing equity securities.
    


                                      11
<PAGE>

   
VIP GROWTH PORTFOLIO
    
VIP Growth Portfolio seeks capital appreciation.  FMR invests the Portfolio's 
assets in companies FMR believes have above-average growth potential. Growth 
may be measured by factors such as earnings or revenue. Companies with high 
growth potential tend to be companies with higher than average price/earnings 
(P/E) ratios.  Companies with strong growth potential often have new 
products, technologies, distribution channels or other opportunities for have 
a strong industry market position.  The stocks of these companies are often 
called "growth" stocks.
   
VIP OVERSEAS PORTFOLIO
    
VIP Overseas Portfolio seeks long-term growth of capital primarily through
investments in foreign securities. It normally invests at least 65% of its
assets in foreign securities.
   
VIP II INVESTMENT GRADE BOND PORTFOLIO
    

   
VIP II Investment Grade Bond Portfolio seeks as high a level of current income
as is consistent with the preservation of capital by investing in U.S.
dollar-denominated investment-grade bonds.
    

   
VIP II ASSET MANAGER PORTFOLIO
    
VIP II Asset Manager Portfolio seeks high total return with reduced risk over
the long-term by allocating its assets among stocks, bonds and short-term money
market instruments.
   
VIP II INDEX 500 PORTFOLIO
    
VIP II Index 500 Portfolio seeks to provide investment results that correspond
to the total return (i.e., the combination of capital changes and income) of
common stocks publicly traded in the United States. In seeking this objective,
the Portfolio attempts to duplicate the composition and total return of the
Standard & Poor's 500 Composite Stock Price Index while keeping transaction
costs and other expenses low.
   
VIP II CONTRAFUND PORTFOLIO
    
VIP II Contrafund Portfolio seeks long-term capital appreciation. FMR normally
invests the Portfolio's assets primarily in common stocks. FMR invests the
Portfolio's assets in securities of companies whose value FMR believes is not
fully recognized by the public. The types of companies in which the Portfolio
may invest include companies experiencing positive fundamental change such as a
new management team or product launch, a significant cost-cutting initiative, a
merger or acquisition, or a reduction in industry capacity that should lead to
improved pricing; companies whose earning potential has increased or is expected
to increase more than generally perceived; companies that have enjoyed recent
market popularity but which appear to have temporarily fallen out of favor for
reasons that are considered non-recurring or short-term; and companies that are
undervalued in relation to securities of other companies in the same industry.
   
VIP II ASSET MANAGER: GROWTH PORTFOLIO
    
VIP II Asset Manager: Growth Portfolio is an asset allocation fund that seeks to
maximize total return over the long term through investments in stocks, bonds,
and short-term money market instruments. The fund has a neutral mix, which
represents the way the fund's investments will generally be allocated over the
long term. The range and approximate neutral mix for each asset class are shown
below:


                                      12
<PAGE>

<TABLE>
<CAPTION>
                                              RANGE        NEUTRAL MIX
                  <S>                        <C>           <C>
                  Stock Class                50-100%           70%
                  Bond Class                  0-50%            25%
                  Short-Term/
                  Money Market Class          0-50%             5%
</TABLE>
   
VIP III GROWTH OPPORTUNITIES PORTFOLIO
    
VIP III Growth Opportunities Portfolio seeks to provide capital growth.  FMR 
normally invests the Portfolio's assets primarily in common stocks. FMR may 
also invest the Portfolio's assets in other types of securities, including 
bonds, which may be lower-quality debt securities.
   
VIP III BALANCED PORTFOLIO
    

VIP III Balanced Portfolio seeks both income and growth of capital by 
investing approximately 65% of assets in stocks and other equity securities, 
and the remainder in bonds and other debt securities, including lower quality 
debt securities, when its outlook is neutral.
   
VIP III GROWTH & INCOME PORTFOLIO
    
VIP III Growth & Income Portfolio seeks high total return through a 
combination of current income and capital appreciation.  FMR normally invests 
a majority of the Portfolio's assets in common stocks with a focus on those 
that pay current dividends and show potential for capital appreciation.  FMR 
may also invest the Portfolio's assets in bonds, including lower-quality debt 
securities, as well as stocks that are not currently paying dividends, but 
offer prospects for future income or capital appreciation.

   
VIP III MID CAP PORTFOLIO
    

   
FMR normally invests the VIP III Mid Cap Portfolio's assets primarily in 
common stocks. FMR normally invests at least 65% of the Portfolio's total 
assets in securities of companies with medium market capitalizations. Medium 
market capitalization companies are those whose market capitalization is 
similar to the capitalization of companies in the S&P Mid Cap 400 at the time 
of the investment. Companies whose capitalization no longer meets this 
definition after purchase continue to be considered to have a medium market 
capitalization for purposes of the 65% policy.
    

   
FIXED ACCOUNTS
    

   
FOR VARIOUS LEGAL REASONS, INTERESTS IN CONTRACTS ATTRIBUTABLE TO FIXED ACCOUNTS
HAVEN'T BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ("1933 ACT"), OR THE
INVESTMENT COMPANY ACT OF 1940 ("1940 ACT"). THUS, NEITHER THESE CONTRACTS NOR
OUR GENERAL ACCOUNT, WHICH GUARANTEES THE VALUES AND BENEFITS UNDER THOSE
CONTRACTS, ARE GENERALLY SUBJECT TO REGULATION UNDER THE PROVISIONS OF THE 1933
ACT OR THE 1940 ACT. ACCORDINGLY, WE HAVE BEEN ADVISED THAT THE STAFF OF THE
SECURITIES AND EXCHANGE COMMISSION HASN'T REVIEWED THE DISCLOSURE IN THIS
PROSPECTUS RELATING TO THE FIXED ACCOUNTS OR THE GENERAL ACCOUNT. DISCLOSURES
REGARDING THE FIXED ACCOUNTS OR THE GENERAL ACCOUNT MAY, HOWEVER, BE SUBJECT TO
CERTAIN GENERALLY APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES LAWS RELATING
TO THE ACCURACY AND COMPLETENESS OF STATEMENTS MADE IN PROSPECTUSES.
    


                                     13

<PAGE>

   
GUARANTEED RATE OPTIONS
    

   
We offer GROs with durations of two, three, five, seven and ten years. We can
change the durations available from time to time. When you put money in a GRO,
that locks in a fixed effective annual interest rate that we declare (GUARANTEED
INTEREST RATE) for the duration you select. The duration of your GRO Account is
the GUARANTEE PERIOD. Each contribution or transfer to a GRO establishes a new
GRO Account for the duration you choose at the then-current Guaranteed Interest
Rate we declare. We won't declare an interest rate less than 3%. Each GRO
Account expires at the end of the duration you have selected. See "Renewals of
GRO Accounts" below. All contributions you make to a GRO are placed in a
non-unitized separate account. Values and benefits under your contract
attributable to GROs are guaranteed by the reserves in our GRO separate account
as well as by our General Account.
    

   
The value of each of your GRO Accounts is referred to as a GRO VALUE. The GRO
Value at the expiration of the GRO Account, assuming you haven't transferred or
withdrawn any amounts, will be the amount you put in plus interest at the
Guaranteed Interest Rate. We credit interest daily at an effective annual rate
equal to the Guaranteed Interest Rate.
    

We may declare a higher rate of interest in the first year for any 
Contribution allocated to a GRO that exceeds the Guaranteed Interest Rate 
credited during the rest of the Guarantee Period (ENHANCED RATE). This 
Enhanced Rate will be guaranteed for the Guaranteed Period's first year and 
declared at the time of purchase. We can declare and credit additional 
interest based on Contribution, Account Value, withdrawal dates, economic 
conditions or on any other lawful, nondiscriminatory basis (ADDITIONAL    
INTEREST).  Any Enhanced Rate and Additional Interest credited to your GRO 
Account will be separate from the Guaranteed Interest Rate and not used in 
the Market Value Adjustment formula.  THE ENHANCED RATE OR ADDITIONAL 
INTEREST MAY NOT BE AVAILABLE IN CERTAIN STATES.

   
Each group of GRO Accounts of the same duration is considered one GRO.  For 
example, all of your three-year GRO Accounts are one GRO while all of your 
five-year GRO Accounts are another GRO, even though they may have different 
maturity dates.
    

You can get our current Guaranteed Interest Rates by calling our Administrative
Office.

ALLOCATIONS TO GROS CAN'T BE MADE UNDER CONTRACTS ISSUED IN CERTAIN STATES.

RENEWALS OF GRO ACCOUNTS. When a GRO Account expires, we'll set up a new GRO
Account for the same duration as your old one, at the then-current Guaranteed
Interest Rate, unless you withdraw your GRO Value or transfer it to another
Investment Option. We'll notify you in writing before your GRO Account expires.
You must tell us before the expiration of your GRO Accounts if you want to make
any changes.

The effective date of a renewal of a GRO Account will be the expiration date 
of the old GRO Account. You will receive the Guaranteed Interest Rate that is 
in effect on that date. If a GRO Account expires and it can't be renewed for 
the same duration, the new GRO Account will be set up for the next shortest 
available duration.  For example, if your expiring GRO Account was for 10 
years and when it expires, we don't offer a 10-year GRO, but we do offer a 
seven-year GRO, your new one will be for seven years. If you want something 
different, you can tell us within 30 days before the GRO Account expires.  
You can't choose, and we won't renew a GRO Account that expires after your 
Retirement Date.

   
MARKET VALUE ADJUSTMENTS. A MARKET VALUE ADJUSTMENT is an adjustment, either up
or down, that we make to your GRO Value if you make an early withdrawal or
transfer from your GRO Account. No Market Value Adjustment is made for free
withdrawal amounts or for withdrawals or transfers made within 30 days of the
expiration of the GRO Guarantee Period. In addition, we won't make a Market
Value Adjustment for a death benefit. The market adjusted value may be higher or
lower than the GRO Value, but will never be less than the MINIMUM VALUE. Minimum
Value is an amount equal to your contribution to the GRO Account,
    

                                      14
<PAGE>


   
less previous withdrawals from the GRO Account and less any applicable 
contingent withdrawal and administrative charges, plus 3% interest compounded 
annually. Withdrawal charges and the administrative expense charge can invade 
the Minimum Value.
    

The Market Value Adjustment we make to your GRO Account is based on the 
changes in our Guaranteed Interest Rate.  If our Guaranteed Interest Rate has 
increased since the time of your investment, the Market Value Adjustment will 
reduce your GRO Value (but not below the Minimum Value).  On the other hand, 
if our Guaranteed Interest Rate has decreased since the time of your 
investment, the Market Value Adjustment will increase your GRO Value.

The Market Value Adjustment (MVA) for a GRO Account is determined under the
following formula:

                               N/12                  N/12
    MVA =  GRO Value x [(1 + A)     / (1 + B + .0025)     - 1],  where

    A is the Guaranteed Interest Rate being credited to the GRO Account subject
    to the Market Value Adjustment,

   
    B is the current Guaranteed Interest Rate, as of the effective date of the
    application of the Market Value Adjustment, for current allocations to a GRO
    Account, the length of which is equal to the number of whole months
    remaining in your GRO Account. Subject to certain adjustments, if that
    remaining period isn't equal to an exact period for which we have declared a
    new Guaranteed Interest Rate, B will be determined by a formula that finds a
    value between the Guaranteed Interest Rates for GRO Accounts of the next
    highest and next lowest durations.
    

    N is the number of whole months remaining in your GRO Account.

For contracts issued in certain states, the formula above will be adjusted to
comply with state requirements.

If the remaining term of your GRO Account is 30 days or less, the Market Value
Adjustment for your GRO Account will be zero. If for any reason we are no longer
declaring current Guaranteed Interest Rates, then to determine B we will use the
yield to maturity of United States Treasury Notes with the same remaining term
as your GRO Account, using a formula when necessary, in place of the current
Guaranteed Interest Rate or Rates.

   
For illustrations of the application of the Market Value Adjustment formula, see
Appendix B.
    

   
SYSTEMATIC TRANSFER OPTION
    

   
We also offer a Systematic Transfer Option that guarantees an interest rate 
that we declare in advance for each calendar quarter.  This interest rate 
applies to all contributions made to the STO Account during the calendar 
quarter for which the rate has been declared.  You MUST transfer all STO 
contributions into other Investment Options within one year of your most 
recent STO contribution.  Transfers will be made automatically in 
approximately equal quarterly or monthly installments of not less than    
$1,000 each.  You can't transfer from other Investment Options into the STO.  
Normal contingent withdrawal charges apply to withdrawals from the STO.  We 
guarantee that the STO's effective annual yield will never be less than 3%.  
See "Systematic Transfer Program" in Part 8 for details on this program.  
This option may not be available in some states.
    

PART 4 - DEDUCTIONS AND CHARGES

SEPARATE ACCOUNT CHARGES

   
National Integrity deducts a daily expense amount from the unit value equal to
an effective annual rate of 1.35% of the Account Value in the Variable Account
Options. We can't increase this daily expense rate without your consent.
    

   
Of the 1.35% total charge, .15% of the Account Value of the Variable Account
Options is used to reimburse us for administrative expenses not covered by the
annual administrative charge described below. The remaining 1.20% is deducted
for National Integrity's assuming the expense risk (.85%) and the mortality risk
(.35%) under the contract. The expense risk is the risk that our actual expenses
of administering the contracts will 
    


                                       15
<PAGE>

   
exceed the annual administrative expense charge. Mortality risk, as used 
here, refers to the risk National Integrity takes that annuitants, as a class 
of persons, will live longer than estimated and we will be required to pay 
out more annuity benefits than anticipated. The relative proportion of the 
mortality and expense risk charges may be changed, but the total 1.20% 
effective annual risk charge can't be increased.
    

National Integrity may realize a gain from these daily charges if they aren't
needed to meet the actual expenses incurred.

ANNUAL ADMINISTRATIVE CHARGE

   
If your Account Value is less than $50,000 on the last day of any contract year
before your Retirement Date, National Integrity charges an annual administrative
charge of $30. This charge is deducted pro-rata from your Account Value in each
Investment Option. The part of the charge deducted from the Variable Account
Options will reduce the number of units credited to you. The part of the charge
deducted from the Fixed Accounts is withdrawn in dollars. The annual
administrative charge is pro-rated in the event of the Annuitant's retirement,
death, annuitization, or termination of a contract during a contract year.
    


                                     16

<PAGE>

REDUCTION OR ELIMINATION OF SEPARATE ACCOUNT OR ADMINISTRATIVE CHARGES

   
We can reduce or eliminate the separate account or administrative charges for 
individuals or groups of individuals if we anticipate expense savings. We 
may do this based on the size and type of the group and the amount of the 
contributions.
    

We won't unlawfully discriminate against any person or group if we reduce or
eliminate these charges.

PORTFOLIO CHARGES

The Separate Account buys shares of the Portfolios at net asset value. That
price reflects investment advisory fees and other direct expenses that have
already been deducted from the assets of the Portfolios. The amount charged for
investment management can't be increased without the approval of the
shareholders.

STATE PREMIUM TAX DEDUCTION

National Integrity won't deduct state premium taxes from your contributions
before investing them in the Investment Options, unless required to by your
state law. If the Annuitant elects an annuity benefit, we'll deduct any
applicable state premium taxes from the amount available for an annuity benefit.
State premium taxes currently range up to 4%.

CONTINGENT WITHDRAWAL CHARGE

   
We don't deduct sales charges when you make a contribution to the contract.
However, contributions withdrawn may be subject to a withdrawal charge of up to
7%. As shown below, the charge varies, depending upon the "age" of the
contributions included in the withdrawal- that is, the number of years that have
passed since each contribution was made. The maximum of 7% would apply if the
entire amount of the withdrawal consisted of contributions made during your
current contribution year. We don't deduct withdrawal charges when you withdraw
contributions made more than six years prior to your withdrawal. To calculate
the withdrawal charge, (1) the oldest contributions will be treated as the first
withdrawn and more recent contributions next, and (2) partial withdrawals up to
the free withdrawal amount aren't considered in the withdrawal charge
calculation. For partial withdrawals, the total amount deducted from your
Account will include the withdrawal amount requested, any Market Value
Adjustment that applies, and any withdrawal charges that apply, so that the net
amount you receive will be the amount you requested.
    


                                      17

<PAGE>

   
You may take up to 10% of your account value each year without any contingent
withdrawal charge or Market Value Adjustment. This is referred to as your "free
withdrawal." If you don't take any free withdrawals in one year, you can't add
it to the next year's free withdrawal. If you aren't 59 1/2, federal tax
penalties may apply
    

   
<TABLE>
<CAPTION>

     Contribution Year in Which                                    Charge as a % of the
   Withdrawn Contribution Was Made                                Contribution Withdrawn
   -------------------------------                                ----------------------
   <S>                                                            <C>
           Current..............................................           7%
           First Prior..........................................           6
           Second Prior.........................................           5
           Third Prior..........................................           4
           Fourth Prior.........................................           3
           Fifth Prior..........................................           2
           Sixth Prior             .............................           1
           Seventh Prior and earlier............................           0
</TABLE>
    

   
We won't deduct a contingent withdrawal charge if you use the withdrawal to buy
from National Integrity either an immediate annuity benefit with life
contingencies or an immediate annuity without life contingencies with a
restricted prepayment option that provides for level payments over five or more
years. Similarly, we won't deduct a charge if the Annuitant dies. See "Death
Benefits and Similar Benefit Distributions" in Part 5.
    

   
    

       REDUCTION OR ELIMINATION OF THE CONTINGENT WITHDRAWAL CHARGE
   
We can reduce or eliminate the contingent withdrawal charge for individuals 
or a group of individuals if we anticipate expense savings. We may do this 
based on the size and type of the group and the amount of the contribution or 
whether there is some relationship with National Integrity. Examples of these 
relationships would include being an employee of National Integrity or an 
affiliate, receiving distributions or making internal transfers from other 
contracts issued by National Integrity, or making transfers of amounts held 
under qualified plans sponsored by National Integrity or an affiliate. We 
won't unlawfully discriminate against any person or group if we reduce or 
eliminate the contingent withdrawal charge.
    

TRANSFER CHARGE

   

If you make more than twelve transfers among your Investment Options during 
one contract year, we may charge your account up to $20 for each additional 
transfer during that year.  Transfer charges don't apply to transfers under 
(i) Dollar Cost Averaging, (ii) Customized Asset Rebalancing,  (iii) Asset 
Allocation and Rebalancing, or (iv) systematic transfers from the STO,  nor 
do these transfers count toward the twelve free transfers you may make in a 
contract year.
    

   
DISABILITY WAIVER
    

   
We can waive withdrawal charges on full or partial withdrawal requests of $1,000
or more under a hardship circumstance. We can also waive the Market Value
Adjustment on any amounts withdrawn from the GRO Accounts. A hardship
circumstance includes the Owner becoming disabled before attaining 
    

                                      18
<PAGE>

   
age 65. We can require reasonable notice and documentation including, but not 
limited to, a physician's certification and claim for Social Security 
benefits. Different hardship circumstances may apply in some states, and, in 
other states, may not be available at all.
    

TAX RESERVE

We can make a charge in the future for taxes or for reserves set aside for
taxes, which will reduce the investment experience of the Variable Account
Options.

PART 5 - TERMS OF YOUR VARIABLE ANNUITY

CONTRIBUTIONS UNDER YOUR CONTRACT

   
You can make contributions of at least $100 at any time up to the Annuitant's 
Retirement Date. Your first contribution, however, can't be less than $1,000. 
We'll accept contributions of at least $50 for salary allotment programs. We 
have special rules for minimum contribution amounts for tax-favored 
retirement programs. See "Tax-Favored Retirement Programs" in the SAI.
    

   
We may limit the total contributions under one contract to $1,000,000 if you are
under age 76 or to $250,000 if you are over age 76. Once you reach nine years
before your Retirement Date, we may refuse to accept any contribution.
Contributions may also be limited by various laws or prohibited by National
Integrity for all Annuitants under the contract. If your contributions are made
under a tax-favored retirement program, we won't measure them against the
maximum limits set by law.
    

   
Contributions are applied to the various Investment Options you select and are
used to pay annuity and death benefits. Each contribution is credited as of the
date we have RECEIVED (as defined below) both the contribution and instructions
for allocation among the Investment Options at our Administrative Office,
PROVIDED THAT AT ANY TIME YOU MAY NOT HAVE AMOUNTS IN MORE THAN NINE INVESTMENT
OPTIONS. In determining the nine Investment Options, each of your GRO Accounts
counts as one Investment Option. Wire transfers of federal funds are deemed
received on the day of transmittal if credited to our account by 3 p.m. Eastern
Time, otherwise they are deemed received on the next Business Day. Contributions
by check or mail are deemed received when they are delivered in good order to
our Administrative Office. A BUSINESS DAY is defined as any day that the New
York Stock Exchange is open.
    

You can change your choice of Investment Options at any time by writing to the
Administrative Office. The request should indicate your contract number and the
specific change you want to make, and you should sign the request. When the
Administrative Office receives it, the change will be effective for any
contribution that accompanies it and for all future contributions. We can also
accept changes by telephone transfer. See "Transfers" in Part 5.


                                      19

<PAGE>

YOUR ACCOUNT VALUE

   
Your Account Value reflects various charges. See Part 4, "Deductions and
Charges." Annual deductions are made as of the last day of each contract year.
Withdrawal charges and Market Value Adjustments, if applicable, are made as of
the effective date of the transaction. Charges against our Separate Account are
reflected daily. Any amount allocated to a Variable Account Option will go up or
down in value depending on the investment experience of that Option. The value
of contributions made to the Variable Account Options isn't guaranteed. The
value of your contributions made to Fixed Accounts is guaranteed, subject to any
applicable Market Value Adjustments. See "Guaranteed Rate Options" in Part 3.
    

   
UNITS IN OUR SEPARATE ACCOUNT
    

Allocations to the Variable Account Options are used to purchase units. On any
given day, the value you have in a Variable Account Option is the unit value
multiplied by the number of units credited to you in that Option. The units of
each Variable Account Option have different unit values.

   
The number of units purchased or redeemed (sold) in any Variable Account Option
is calculated by dividing the dollar amount of the transaction by the Option's
unit value, calculated as of the close of business that day. The number of units
for a Variable Account Option at any time is the number of units purchased less
the number of units redeemed. The value of units fluctuates with the investment
performance of the corresponding Portfolios, which in turn reflects the
investment income and realized and unrealized capital gains and losses of the
Portfolios, as well as their expenses. The unit values also change because of
deductions and charges we make to our Separate Account. The number of units
credited to you, however, won't vary because of changes in unit values. Units of
a Variable Account Option are purchased when you make new contributions or
transfer contributions you made to a different Option into that Option. Units
are redeemed when you make withdrawals or transfer amounts out of a Variable
Account Option into a different Option. We also redeem units to pay the death
benefit when the Annuitant dies and to pay the annual administrative charge.
    

HOW WE DETERMINE UNIT VALUE

   
We determine unit values for each Variable Account Option at 4 p.m. Eastern Time
on each Business Day.
    

   
The unit value of each Variable Account Option for any Business Day is equal to
the unit value for the previous Business Day multiplied by the net investment
factor for that Option on the current day. We determine a NET INVESTMENT FACTOR
for each Option as follows:
    

 -   First, we take the value of the shares belonging to the Option in the 
     corresponding Portfolio at the close of business that day (before giving 
     effect to any transactions for that day, such as contributions or 
     withdrawals). For this purpose, we use the share value reported to us by 
     the Portfolios.

  -  Next, we add any dividends or capital gains distributions by the Portfolio
     on that day.

  -  Then, we charge or credit for any taxes or amounts set aside as a reserve 
     for taxes.

  -  Then, we divide this amount by the value of the amounts in the Option at 
     the close of business on the last day on which a unit value was determined 
     (after giving effect to any transactions on that day).

   
  -  Finally, we subtract a daily asset charge for each calendar day since 
     the last day on which a unit value was determined (for example, a Monday 
     calculation will include charges for Saturday and Sunday). The daily 
     charge is equal to an effective annual rate of 1.35%. This charge is for 
     the mortality risk, administrative expenses and expense risk assumed 
     by us under the contract.
    

                                     20
<PAGE>

Generally, this means that we adjust unit values to reflect what happens to the
Portfolio, and also for the mortality and expense risk charge and any charge for
administrative expenses or taxes.

TRANSFERS

   
You may transfer your Account Value among the Variable Account Options and 
the GROs, subject to National Integrity's transfer restrictions. You can't 
make a transfer into the STO. Transfers to a GRO must be to a newly elected 
GRO (i.e. to a GRO you haven't already purchased) at the then-current 
Guaranteed Interest Rate, unless we agree otherwise. Transfers you make from 
a GRO Account, except within 30 days before your GRO Account expires, are 
subject to a Market Value Adjustment. See "Guaranteed Rate Options" in Part 
3.  Transfers from GRO s will be made according to the order in which money 
was originally allocated to the GRO.
    

   
The amount transferred must be at least $250 or, if less, the entire amount 
in the Investment Option. You have twelve free transfers during a contract 
year.  After those twelve transfers, a charge of up to $20 may apply to each 
additional transfer during that contract year. No charge will be made for 
transfers under our Dollar Cost Averaging, Customized Asset Rebalancing, 
Callan Asset Allocation and Rebalancing Program, or systematic transfer 
programs, described in Part 8.
    

   
You may request a transfer by writing to our Administrative Office. Each 
request for a transfer must specify the contract number, the amounts to be 
transferred and the Investment Options to and from which the amounts are to 
be transferred. Transfers may also be arranged through our telephone transfer 
service if you have established a Personal Identification Number (PIN CODE). 
We'll honor telephone transfer instructions from any person who provides 
correct identifying information. We aren't responsible for any fraudulent 
telephone transfers that we believe to be genuine in accordance with these 
procedures. You bear the risk of loss if unauthorized persons make transfers 
on your behalf.
    

A transfer request is effective as of the Business Day our Administrative Office
receives it. A transfer request doesn't change the allocation of current or
future contributions among the Investment Options. Telephone transfers may be
requested from 9:00 a.m. - 5:00 p.m., Eastern Time, on any day we're open for
business. You'll receive the Variable Account Options' unit values as of the
close of business on the day you call. Transfer requests received after 4:00
p.m. Eastern Time (or the close of the New York Stock Exchange, if earlier) will
be processed using unit values as of the close of business on the next Business
Day after the day you call. All transfers will be confirmed in writing.

Transfer requests submitted by agents or market timing services that represent
multiple policies will be processed no later than the next Business Day after
our Administrative Office receives the requests.

WITHDRAWALS

   
You may make any number of withdrawals as often as you wish. Each withdrawal
must be for at least $300. The money will be taken from your Investment Options,
pro-rata, in the same proportion that their value bears to your total Account
Value. For example, if your Account Value is divided in equal 25% shares among
four Investment Options, when you make a withdrawal, 25% of the money withdrawn
will come from each of your Investment Options. You can tell us if you want your
withdrawal handled differently. During the first six years of your contract,
there is a contingent withdrawal charge for any withdrawals other than your free
withdrawals. The charge starts at 7% and decreases depending on the age of your
account. This charge is in addition to any Market Value Adjustments made to
early withdrawals from GRO Accounts. Under some circumstances, the contingent
withdrawal charge and Market Value Adjustment may be waived.
    

   
When you make a partial withdrawal, the total amount deducted from your 
Account Value will include the withdrawal amount requested plus any 
contingent withdrawal charges and any Market Value Adjustments.  The total 
amount that you receive will be the total that you requested.  Most of the 
withdrawals you make before you are 59-1/2years old are subject to a 10% 
federal tax penalty.  If your contract is part of a tax-favored plan, the 
plan may limit your withdrawals.  See "Tax Aspects of the Contracts" in 
Part 7.
    


                                      21

<PAGE>

ASSIGNMENTS

   
If your contract isn't part of a tax-favored program, you may assign the 
contract before the Annuitant's Retirement Date. You can't, however, make a 
partial assignment.  An assignment of the contract may have adverse tax 
consequences. See Part 7, "Tax Aspects of the Contracts."  We won't be bound 
by an assignment unless it is in writing and our Administrative Office has 
received it in a form acceptable to us.
    

DEATH BENEFITS AND SIMILAR BENEFIT DISTRIBUTIONS

We'll pay a death benefit to the Annuitant's surviving beneficiary (or 
beneficiaries, in equal shares) if the last Annuitant dies before annuity 
payments have started.  If the Annuitant dies at or over age 90 (or after the 
Contract's 10th anniversary date, if later), the death benefit is the 
contract account value at the end of the business day when we receive proof 
of death.  Similarly, if the Contract was issued on or after the youngest 
Annuitant's 86th birthday, the death benefit is the contract account value at 
the end of the business day when we receive proof of death.

For Contracts issued before the Annuitant's 86th birthday, if the Annuitant dies
before age 90 (or the Contract's 10th anniversary date, if later) before annuity
payments have started, the death benefit is the highest of:

   
  (a)  Your highest Account Value on any contract anniversary before age 81, 
       plus subsequent contributions and minus subsequent withdrawals (after 
       being adjusted for associated charges and adjustments);
    

   
  (b)  Total contributions, minus subsequent withdrawals (after being
       adjusted for associated charges and adjustments); and
    

   
  (c)  Your current Account Value.
    

   
The reductions in the death benefit described in (a) and (b) above for
subsequent withdrawals will be calculated on a pro-rata basis with respect to
Account Value at the time of withdrawal.
    

Death benefits and benefit distributions required because of a separate 
Owner's death can be paid in a lump sum or as an annuity.  If a benefit 
option hasn't been selected for the beneficiary at the Annuitant's death, the 
beneficiary can select an option.

   
The Owner selects the beneficiary of the death benefit. An Owner may change 
beneficiaries by sending the appropriate form to the Administrative Office. 
If an Annuitant's beneficiary doesn't survive the Annuitant, then the death 
benefit is generally paid to the Annuitant's estate. A death benefit won't be 
paid after the Annuitant's death if there is a contingent Annuitant. In that 
case, the contingent Annuitant becomes the new Annuitant under the contract.
    

   
The maximum issue age for the Annuitant is 85 years old.
    


                                       22
<PAGE>

ANNUITY BENEFITS

All annuity benefits under your contract are calculated as of the Retirement
Date you select. You can change the Retirement Date by writing to the
Administrative Office any time before the Retirement Date. The Retirement Date
can't be later than your 90th birthday or earlier, if required by law. Contract
terms that apply to the various retirement programs, along with the federal tax
laws, establish certain minimum and maximum retirement ages.

   
Annuity benefits may be a lump sum payment or paid out over time. A lump sum
payment will provide the Annuitant with the Cash Value under the contract,
shortly after the Retirement Date. The amount applied toward the purchase of an
annuity benefit will be the Adjusted Account Value, less any pro-rata annual
administrative charge, except that the Cash Value will be the amount applied
instead if the annuity benefit doesn't have a life contingency and either the
term is less than five years or the annuity can be commuted to a lump sum
payment without a withdrawal charge applying.
    

ANNUITIES

   

Annuity benefits can provide for fixed payments, which may be made monthly, 
quarterly, semi-annually or annually. You can't change or redeem the annuity 
once payments have begun. For any annuity, the minimum initial payment must 
be at least $100 monthly, $300 quarterly, $600 semi-annually or $1,200 
annually.
    

   
If you haven't already selected a form of annuity, within six months prior to
your Retirement Date we'll send you a notice form. You can tell us on the form
the type of annuity you want or confirm to us that we're to provide the normal
form of annuity, which is the LIFE AND TEN YEARS CERTAIN ANNUITY. However, if we
don't receive a completed form from you on or before your Retirement Date, we'll
extend the Retirement Date until we receive your written instructions at our
Administrative Office. During this extension, the values under your contract in
the various Investment Options will remain invested in those options and amounts
remaining in Variable Account Options will continue to be subject to the
associated investment risks. However, your Retirement Date can't be extended
beyond your 90th birthday or earlier, if required by law. You'll receive a lump
sum benefit if you don't make an election by then.
    

We currently offer the following types of annuities:

   
A LIFE AND TEN YEARS CERTAIN ANNUITY is a fixed life income annuity with 10
years of payments guaranteed, funded through our General Account.
    

   
A PERIOD CERTAIN ANNUITY provides for fixed payments to the Annuitant or the
Annuitant's beneficiary for a fixed period. The amount is determined by the
period you select when you select the type of annuity you want. If the Annuitant
dies before the end of the period selected, the Annuitant's beneficiary can
choose to receive the total present value of future payments in cash.
    

   
A PERIOD CERTAIN LIFE ANNUITY provides for fixed payments for at least the
period selected and after that for the life of the Annuitant or the lives of the
Annuitant and another annuitant under a joint and survivor annuity. If the
Annuitant (or the Annuitant and the other annuitant under a joint and survivor
annuity) dies before the period selected ends, the remaining payments will go to
the Annuitant's beneficiary. The Annuitant's beneficiary can redeem the annuity
and receive the present value of future guaranteed payments in a lump sum.
    

   
A LIFE INCOME ANNUITY provides fixed payments to the Annuitant for the life of
the Annuitant, or until the last annuitant dies under a joint and survivor
annuity.
    

                                     23
<PAGE>

ANNUITY PAYMENTS

   
Fixed annuity payments won't change and are based upon annuity rates provided in
your contract. The size of payments will depend on the form of annuity that was
chosen and, in the case of a life income annuity, on the Annuitant's age (or
Annuitant and a joint annuitant in the case of a joint and survivor annuity) and
sex (except under most tax-favored retirement programs). If our annuity rates
then in effect would yield a larger payment, those rates will apply instead of
the contract rates.
    

   
    

If the age or sex of an annuitant has been misstated, any benefits will be those
that would have been purchased at the correct age and sex. Any overpayments or
underpayments made by us will be charged or credited with interest at the rate
of 6% per year. If we have made overpayments because of incorrect information
about age or sex, we'll deduct the overpayment from the next payment or payments
due. We add underpayments to the next payment.

TIMING OF PAYMENT

   
We normally apply your Adjusted Account Value to the purchase of an annuity
within seven days after we receive the required form at our Administrative
Office. We can defer our action, however, for any period during which
    

(1) the New York Stock Exchange has been closed or trading on it is restricted;

(2) an emergency exists so that disposal of securities isn't reasonably 
    practicable or it isn't reasonably practicable for a Separate Account
    fairly to determine the value of its net assets; or

   
(3) the SEC, by order, permits us to defer action in order to protect persons
    with interests in the Separate Account. We can defer payment of your     
    Fixed Accounts for up to six months, and interest will be paid on any such
    payment delayed for 30 days or more.
    

HOW YOU MAKE REQUESTS AND GIVE INSTRUCTIONS

When you write to our Administrative Office, use the address on the first page
of this prospectus. We can't honor your requests unless they are in proper and
complete form. Whenever possible, use one of our printed forms, which you can
get from our Administrative Office.

PART 6 - VOTING RIGHTS

VOTING RIGHTS

National Integrity is the legal owner of the shares of the Portfolios held by
the Separate Account and, as such, has the right to vote on certain matters.
Among other things, we may vote to elect the Portfolios' Boards of Directors, to
ratify the selection of independent auditors for the Portfolios, and on any
other matters described in the Portfolios' current prospectus or requiring a
vote by shareholders under the 1940 Act.


                                      24

<PAGE>

Whenever a shareholder vote is taken, we give you the opportunity to tell us how
to vote the number of shares purchased as a result of contributions to your
contract. We'll send you Portfolio proxy materials and a form for giving us
voting instructions.

   
If we don't receive instructions in time from all Owners, we'll vote shares in a
Portfolio for which we have not received instructions in the same proportion as
we vote shares for which we have received instructions. Under eligible deferred
compensation plans and certain Qualified Plans, your voting instructions must be
communicated to us indirectly, through your employer, but we aren't responsible
for any failure by your employer to ask for your instructions or to tell us what
your instructions are. We'll vote any Portfolio shares that we're entitled to
vote directly, because of amounts we have accumulated in our Separate Account,
in the same proportion that other Owners vote. If the federal securities laws or
regulations or interpretations of them change so that we are permitted to vote
shares of the Portfolios in our own right or to restrict Owner voting, we may do
so.
    

HOW WE DETERMINE YOUR VOTING SHARES

   
You vote only on matters concerning the Portfolios in which your contributions
have been invested. We determine the number of Portfolio shares in each Variable
Account Option under your contract by dividing the amount of your Account Value
allocated to that Option by the net asset value of one share of the
corresponding Portfolio as of the record date set by the Portfolios' Boards for
the shareholders' meeting. We count fractional shares. The record date for this
purpose can't be more than 60 days before the shareholders' meeting. After
annuity payments have begun, voting rights are calculated in a similar manner
based on the actuarially determined value of your interest in each Variable
Account Option.
    

HOW PORTFOLIO SHARES ARE VOTED

All Portfolio shares are entitled to one vote; fractional shares have fractional
votes. Voting is on a Portfolio-by-Portfolio basis, except for certain matters
(for example, election of Directors) that require collective approval. On
matters where the interests of the individual Portfolios differ, the approval of
the shareholders in one Portfolio isn't needed to make a decision in another
Portfolio. If shares of the Portfolios are sold to separate accounts of other
insurance companies, the shares voted by those companies in accordance with
instructions received from their contract holders will dilute the effect of
voting instructions received by National Integrity from its Owners.

SEPARATE ACCOUNT VOTING RIGHTS

Under the 1940 Act, certain actions (such as some of those described under
"Changes in How We Operate" in Part 2) may require Owner approval. In that case,
you'll be entitled to a number of votes based on the value you have in the
Variable Account Options, as described above under "How We Determine Your Voting
Shares." We'll cast votes attributable to amounts we have in the Variable
Account Options in the same proportions as votes cast by Owners.

PART 7 - TAX ASPECTS OF THE CONTRACTS

INTRODUCTION

The effect of federal income taxes on the amounts held under a contract, on
annuity payments, and on the economic benefits to the Owner, Annuitant, and the
beneficiary or other payee may depend on National Integrity's tax status, on the
type of retirement plan, if any, for which the contract is purchased, and upon
the tax and employment status of the individuals concerned.


The following discussion of the federal income tax treatment of the contract
isn't designed to cover all situations and isn't intended to be tax advice. It's
based upon our understanding of the present federal income tax laws as currently
interpreted by the Internal Revenue Service (IRS) and various courts. We can't
guarantee that the tax code or the courts will or won't change their views on
the treatment of these contracts. Future legislation may affect annuity
contracts adversely. Moreover, we haven't attempted to consider any applicable
state or other tax 


                                      25
<PAGE>

   
laws. Because of the complexity of the tax laws and the fact
that tax results will vary according to the particular circumstances, any one
considering buying a contract, or selecting annuity payments under the contract,
or receiving annuity payments under a contract should consult a qualified tax
adviser. NATIONAL INTEGRITY DOESN'T MAKE ANY GUARANTEE REGARDING THE TAX STATUS,
FEDERAL, STATE, OR LOCAL, OF ANY CONTRACT OR ANY TRANSACTION INVOLVING THE
CONTRACTS.
    

   
    

YOUR CONTRACT IS AN ANNUITY

   
Under federal tax law, anyone can purchase an annuity with after-tax dollars and
your annuity earnings won't be taxed until you make a withdrawal. Or, an
individual (or employer) may buy the annuity to fund a tax-favored retirement
program (contributions are with pre-tax dollars), such as an IRA or qualified
plan. Finally, the individual (or employer) may buy the Annuity to fund a Roth
IRA (contributions are with after-tax dollars and earnings are excluded from
taxable income at distribution).
    

This prospectus covers the basic tax rules that apply to an annuity purchased
directly with after-tax dollars, (NONQUALIFIED ANNUITY), and some of the special
tax rules that apply to an annuity purchased to fund a tax-favored retirement
program (QUALIFIED ANNUITY). A qualified annuity may restrict your rights and
benefits to qualify for its special treatment under the federal tax law.

TAXATION OF ANNUITIES GENERALLY

   
Section 72 of the Code governs the taxation of annuities. In general,
contributions you put into the annuity (your "basis" or "investment" in the
contract) won't be taxed when you receive those amounts back in a distribution.
Also, an Owner isn't taxed on the annuity's earnings until some form of
withdrawal or distribution is made under the contract. However, under certain
circumstances, the increase in value may be subject to current federal income
tax. For example, corporations, partnerships, and other non-natural persons
can't defer tax on the annuity's income unless an exception applies. In
addition, if an Owner transfers an annuity as a gift to someone other than a
spouse (or former spouse), all increases in its value are taxed at the time of
transfer. The assignment or pledge of any portion of the value of a contract
will be treated as a distribution of that portion of the value of the contract.
    

You can take withdrawals from the contract or you can wait to annuitize it when
the annuitant reaches a certain age. The tax implications are different for each
type of distribution. Section 72 of the Code says that the proceeds of a full or
partial withdrawal from a contract before annuity payments begin are treated
first as taxable income, but only to the extent of the increase of the Account
Value. The rest of the withdrawal, representing your basis in the annuity, isn't
taxable. Generally, the investment or basis in the contract equals the
contributions made by you or on your behalf, minus any amounts previously
withdrawn that weren't treated as taxable income. Special rules may apply if the
contract includes contributions made prior to August 14, 1982 that were rolled
over to the contract in a tax-free exchange.

   
If you take annuity payments over the lifetime of the annuitant, part of each 
payment is considered to be a tax-free return of your investment. This 
tax-free portion of each payment is figured using a ratio of the Owner's 
investment to his or her expected return under the contract (exclusion 
Ratio). Once you get the tax-free part, the rest of each payment will be 
considered the increase of your Account Value, and is ordinary income.  That 
means that part of your payment is tax-free and part of it is taxable.  When 
all of these tax-free portions add up to your investment in the annuity, 
future payments are all counted as an increase in your Account Value, and are 
taxable income. If the 
    

                                      26
<PAGE>

Annuitant dies before recovering the total 
investment, a deduction for the remaining basis will generally be allowed on 
the Owner's final federal income tax return.

   
We may be required to withhold federal income taxes on all distributions unless
the eligible recipients elect not to have any amounts withheld and properly
notify us of that election.
    

The taxable portion of a distribution is treated as ordinary income and is taxed
at ordinary income tax rates. In addition, you may be subject to a tax penalty
of 10% on the taxable portion of a distribution unless it is:

   
  (1)   on or after the date on which the taxpayer attains age 59 1/2;
    

  (2)   as a result of the Owner's death;
  (3)   part of a series of substantially equal periodic payments (paid at least
        annually) for the life (or life expectancy) of the taxpayer or joint 
        lives (or joint life expectancies) of the taxpayer and beneficiary;
   
  (4)   a result of the taxpayer becoming disabled within the meaning of Code 
        Section 72(m)(7);
    
  (5)   from certain qualified plans (note, however, other penalties may apply);
  (6)   under a qualified funding asset (as defined in Section 130(d) of the
        Code);
  (7)   purchased by an employer on termination of certain types of qualified 
        plans and held by the employer until the employee separates from 
        service;
  (8)   under an immediate annuity as defined in Code Section 72(u)(4);
   
  (9)   for the purchase of a first home (distribution up to $10,000);
    
  (10)  for certain higher education expenses; or
  (11)  to cover certain deductible medical expenses.

Please note that items (9), (10), and (11) apply to IRAs only.

Any withdrawal provisions of your contract will also apply. See "Withdrawals" in
Part 5.

All annuity contracts issued by National Integrity or its affiliates to one
Annuitant during any calendar year are treated as a single contract in measuring
the taxable income that results from surrenders and withdrawals under any one of
the contracts.

DISTRIBUTION-AT-DEATH RULES

   
Under Section 72(s) of the Code, to be treated as an annuity, a contract must
provide the following distribution rules: (a) if any Owner dies on or after the
Retirement Date and before the entire interest in the contract has been
distributed, then the rest of that annuity must be distributed at least as
quickly as the method in effect when the Owner died; and (b) if any Owner dies
before the Retirement Date, the entire interest in the contract must be
distributed within five years. However, any interest that is payable to a death
beneficiary may be annuitized over the life of that beneficiary or over a period
not extending beyond the life expectancy of that beneficiary, so long as
distributions begin within one year after the Owner's death. If the beneficiary
is the Owner's spouse, the contract (along with the deferred tax status) may be
continued in the spouse's name as the Owner.
    

DIVERSIFICATION STANDARDS

   
National Integrity manages the investments in the annuities under Section 817(h)
of the Code to ensure that they will be taxed as described above.
    


                                     27
<PAGE>

TAX-FAVORED RETIREMENT PROGRAMS

   
An Owner can use this annuity with certain types of retirement plans that
receive favorable treatment under the Code. Numerous tax rules apply to the
participants in qualified plans and to the contracts used in connection with
those qualified plans. These tax rules vary according to the type of plan and
the terms and conditions of the plan itself. Owners, Annuitants, and
beneficiaries are cautioned that the rights of any person to any benefits under
qualified plans may be subject to the terms and conditions of the plans
themselves, regardless of the terms and conditions of the contract. In addition,
loans from qualified contracts, where allowed, are subject to a variety of
limitations, including restrictions as to the amount that may be borrowed, the
duration of the loan, and the manner in which the loans must be repaid. (Owners
should always consult their tax advisors and retirement plan fiduciaries before
taking any loans from the plan.) Special rules also apply to the time at which
distributions must begin and the form in which the distributions must be paid.
THE STATEMENT OF ADDITIONAL INFORMATION CONTAINS GENERAL INFORMATION ABOUT THE
USE OF CONTRACTS WITH THE VARIOUS TYPES OF QUALIFIED PLANS.
    

FEDERAL AND STATE INCOME TAX WITHHOLDING

Certain states have indicated that pension and annuity withholding will apply to
payments made to residents. Generally, an election out of federal withholding
will also be considered an election out of state withholding. For more
information concerning a particular state, call our Administrative Office at the
toll-free number.

   
IMPACT OF TAXES ON NATIONAL INTEGRITY
    

The contracts allow National Integrity to charge the Separate Account for taxes.
National Integrity can also set up reserves for taxes.

TRANSFERS AMONG INVESTMENT OPTIONS

There won't be any tax liability if you transfer any part of the Account Value
among the Investment Options of your contract.

PART 8 - ADDITIONAL INFORMATION

SYSTEMATIC WITHDRAWALS

   
We offer a program that allows you to pre-authorize periodic withdrawals from
your contract prior to your Retirement Date. You can choose to have withdrawals
made monthly, quarterly, semi-annually or annually and can specify the day of
the month (other than the 29th, 30th or 31st) on which the withdrawal is to be
made. You may specify a dollar amount for each withdrawal or an annual
percentage to be withdrawn. The minimum systematic withdrawal currently is $100.
You may also specify an account for direct deposit of your systematic
withdrawals. To enroll in our systematic withdrawal program, send the
appropriate form to our Administrative Office. Withdrawals may begin as soon as
one business day after we receive the form. You may terminate your participation
in the program upon one day's prior written notice, and we may terminate or
change the systematic withdrawal program at any time. If on any withdrawal date
you don't have enough money in your Account to make all of the withdrawals you
have specified, no withdrawal will be made and your enrollment in the program
will be ended.
    

Amounts you withdraw under the systematic withdrawal program may be within the
free withdrawal amount. If so, we won't deduct a contingent withdrawal charge
and no Market Value Adjustment will be made. See "Contingent Withdrawal Charge"
in Part 4. AMOUNTS WITHDRAWN UNDER THE SYSTEMATIC WITHDRAWAL PROGRAM IN EXCESS
OF THE FREE WITHDRAWAL AMOUNT WILL BE SUBJECT TO A CONTINGENT WITHDRAWAL CHARGE
AND A MARKET VALUE ADJUSTMENT IF APPLICABLE. WITHDRAWALS ALSO MAY BE SUBJECT TO
THE 10% FEDERAL TAX PENALTY FOR EARLY WITHDRAWALS UNDER THE CONTRACTS AND TO
INCOME TAXATION. See Part 7, "Tax Aspects of the Contracts."

INCOME PLUS WITHDRAWAL PROGRAM


                                     28
<PAGE>

   
We offer an Income Plus Withdrawal Program that allows you to pre-authorize 
substantially equal periodic withdrawals, based on your life expectancy, from 
your contract prior to your reaching age 59 1/2. You won't have to 
pay any tax penalty for these withdrawals, but they will be subject to 
ordinary income tax.  See "Taxation of Annuities Generally," in Part 7.  Once 
you begin receiving distributions, they shouldn't be changed or stopped until 
the later of:
    

- -  the date you reach age 59 1/2; or 

- -  five years from the date of the first distribution.

   
If you change or stop the distribution or take an additional withdrawal, you may
have to pay a 10% penalty tax that would have been due on all prior
distributions before you reached age 59 1/2 made under the Income Plus
Program plus interest.
    

   
You can choose the Income Plus Withdrawal Program any time before you reach 
age 59 1/2. You can elect this option by sending the election form to 
our Administrative Office. You may choose to have withdrawals made monthly, 
quarterly, semi-annually or annually and may specify the day of the month 
(other than the 29th, 30th or 31st) on which the withdrawal is to be made. 
We'll calculate the amount of the distribution under a method you select, 
subject to a minimum, which is currently $100.  You must also specify an 
account for direct deposit of your Income Plus Withdrawals.
    

   
To enroll in our Income Plus Withdrawal Program, send the appropriate form to
our Administrative Office. Withdrawals may begin as soon as one Business Day
after we receive your form. You may end your participation in the program upon
seven Business Day's prior written notice, and we may terminate or change the
Income Plus Program at any time. If on any withdrawal date you don't have enough
money in your Accounts to make all of the withdrawals you have specified, no
withdrawal will be made and your enrollment in the program will be ended. This
program isn't available in connection with the Systematic Withdrawal Program,
Dollar Cost Averaging, Systematic Transfer Option or Asset Allocation and
Rebalancing Program.
    

If you haven't used up your free withdrawals in any given contract year, 
amounts you withdraw under the Income Plus Withdrawal Program may be within 
the free withdrawal amount.  If they are, no contingent withdrawal charge or 
Market Value Adjustment will be made. See "Contingent Withdrawal Charge" in 
Part 4. AMOUNTS WITHDRAWN UNDER THE INCOME PLUS WITHDRAWAL PROGRAM IN EXCESS 
OF THE FREE WITHDRAWAL AMOUNT WILL BE SUBJECT TO A CONTINGENT WITHDRAWAL 
CHARGE AND A MARKET VALUE ADJUSTMENT IF APPLICABLE.

DOLLAR COST AVERAGING

We offer a dollar cost averaging program under which we transfer contributions
that you have made to the VIP Money Market Option on a monthly, quarterly,
semi-annual or annual basis to one or more other Variable Account Options. You
must tell us how much you want to be transferred into each Variable Account
Option. The current minimum transfer to each Option is $250. We won't charge a
transfer charge under our dollar cost averaging program, and these transfers
won't count towards your twelve free transfers.

To enroll in our dollar cost averaging program, send the appropriate form to 
our Administrative Office.  You may terminate your participation in the 
program upon one day's prior written notice, and we may terminate or change 
the dollar cost averaging program at any time. If you don't have enough money 
in the VIP Money Market Option to transfer to each Variable Account Option 
specified, no transfer will be made and your enrollment in the program will 
be ended.

   
SYSTEMATIC TRANSFER PROGRAM
    

   
We also offer a systematic transfer program under which contributions to the 
STO are automatically transferred on a monthly or quarterly basis to one or 
more other Investment Options that you select.  We'll transfer your STO 
contributions in equal installments of not less than $1,000 over a one-year 
period.  If you don't have enough money in the STO to transfer to each Option 
specified, a final transfer will be made on a pro-rata basis and your 
enrollment in the program will be ended.  Any money remaining in the STO at 
the end of the year during which transfers are required to be made will be 
transferred on a pro-rata basis at the end of that year to the Options you 
    


                                      29

<PAGE>

   
have chosen for this program.  We won't charge a transfer charge for 
transfers under our systematic transfer program, and these transfers won't 
count towards your twelve free transfers.
    

   
To enroll in our systematic transfer program, send the appropriate form to 
our Administrative Office.  We can terminate the systematic transfer program 
in whole or in part, or restrict contributions to the program.  This program 
may not be currently available in some states.
    

CUSTOMIZED ASSET REBALANCING

   
We offer a Customized Asset Rebalancing program that allows you to determine how
often rebalancing occurs. You can choose to rebalance monthly, quarterly,
semi-annually or annually. The value in the Variable Account Options will
automatically be rebalanced by transfers among your Investment Options, and you
will receive a confirmation notice after each rebalancing. Transfers will occur
only to and from those Variable Account Options where you have current
contribution allocations. We won't charge a transfer charge for transfers under
our Customized Asset Rebalancing program, and they won't count towards your
twelve free transfers.
    

   
Fixed Accounts aren't eligible for the Customized Asset Rebalancing program.
    

To enroll in our Customized Asset Rebalancing program, send the appropriate form
to our Administrative Office. You should be aware that other allocation
programs, such as dollar cost averaging, as well as transfers and withdrawals
that you make, may not work with the Customized Asset Rebalancing program. You
should, therefore, monitor your use of other programs, transfers, and
withdrawals while the Customized Asset Rebalancing program is in effect. You may
terminate your participation in the program upon one day's prior written notice,
and we may terminate or change the Customized Asset Rebalancing program at any
time.

   
CALLAN ASSET ALLOCATION AND REBALANCING PROGRAM
    

   
We offer an Asset Allocation and Rebalancing Program developed in consultation
with Callan Associates. Callan Associates is an independent research and
consulting firm, specializing in the strategic asset allocation decision.
    

You may select one of five proposed Asset Allocation Rebalancing Models: 
Conservative, Moderately Conservative, Moderate, Moderately Aggressive, or 
Aggressive.  The contributions you are making will initially be allocated 
among the Options established for each Model.  If we change the Model, your 
account values will be automatically reallocated accordingly unless you have 
terminated your participation.  You and your financial representative also 
have the option to design a program that is tailored to your specific 
retirement needs.

   
When you select this program, your account values will be allocated and your 
variable portfolios will automatically be rebalanced at least annually.  The 
program automatically applies to all contributions made to your annuity 
contract while you are still participating. You will receive a confirmation 
notice after each rebalancing.  We won't charge a transfer charge for 
transfers made under the Asset Allocation and Rebalancing Program.  These 
transfers won't count toward your twelve free transfers.
    

   
In each Asset Allocation Rebalancing Model, a part of each contribution is 
allocated to a five-year Guaranteed Rate Option (GRO). The amount allocated 
to the GRO won't be reallocated or rebalanced while you are participating in 
a specific Model. You may cancel or change the Model you have selected at any 
time. If you withdraw or transfer your GRO funds, they may be subject to a 
Market Value Adjustment that may increase or decrease your account value.
    

   
To enroll in the Asset Allocation and Rebalancing Program, complete the 
appropriate form and send it to our Administrative Office. You should be 
aware that other allocation programs, such as dollar cost averaging, as well 
as transfers and withdrawals that you make, may not work with the Customized 
Asset Rebalancing program. If, after selecting one of the five models, you 
request a transaction that results in a reallocation outside one of the 
Models, your participation in the Model program automatically ends. You 
should, therefore, monitor your use of other programs, transfers, and 
withdrawals while the Customized Asset Rebalancing program is in effect. This 
program isn't available with the Customized Asset Rebalancing program. We can 
terminate or change 
    


                                     30
<PAGE>

this program in whole or in part, or restrict contributions to the program. 
This program may not be available in all states.

You may terminate participation in this program upon one day's prior written 
notice.

SYSTEMATIC CONTRIBUTIONS

   
We offer a program for systematic contributions that allows you to pre-authorize
monthly, quarterly, or semi-annual withdrawals from your checking account to
make your contributions. To enroll in this program, send the appropriate form to
our Administrative Office. You may terminate your participation in the program
upon 30 days' prior written notice. We may terminate your participation if your
bank declines to make any payment. The minimum amount for systematic
contributions is $100 per month.
    

PERFORMANCE INFORMATION

Performance data for the Variable Account Options, including the yield and 
effective yield of the VIP Money Market Option, the yield of the other 
Options, and the total return of all of the Options may appear in 
advertisements or sales literature. This performance data is based only the 
performance of a hypothetical investment in that Option during the particular 
time period on which the calculations are based. Performance information 
should be considered in light of the investment objectives and policies of 
the Portfolio in which the Option invests and the market conditions during 
the given time frame. It shouldn't be considered as a representation of 
performance to be achieved in the future.

TOTAL RETURNS are based on the overall dollar or percentage change in value 
of a hypothetical investment in an Option. Total return information reflects 
changes in Portfolio share price, the automatic reinvestment of all 
distributions and the deduction of contract charges and expenses that may 
apply, including any contingent withdrawal charge that would apply if an 
Owner surrendered the contract at the end of the period shown. Total returns 
also may be shown that don't take into account the contingent withdrawal 
charge or the annual administrative charge that is applied when the Account 
Value is less than $50,000 at the end of the contract year.

   
CUMULATIVE TOTAL RETURNS show an Investment Option's performance over a specific
period of time, usually several years. An AVERAGE ANNUAL TOTAL RETURN shows the
hypothetical yearly return that would produce the same cumulative total return
if the Investment Option experienced exactly the same return each year for the
entire period shown. Because performance will fluctuate on a year-by-year basis,
the average annual total returns tend to show a smooth result that won't mirror
actual performance, even though the end result will be the same.
    

Some Investment Options may also advertise YIELD, which shows the income
generated by an investment in that particular Option over a specified period of
time. This income is annualized and shown as a percentage. Yields don't take
into account capital gains or losses or the contingent withdrawal charge that
may apply if you withdraw your money at the end of the hypothetical period.

The VIP Money Market Option may advertise its CURRENT and EFFECTIVE YIELD.
Current yield reflects the income generated by an investment in that Option over
a specified seven-day period. Effective yield is calculated in a similar manner
except that it assumes that the income earned is reinvested, and the income on
the reinvested amount is included. The VIP II Investment Grade Bond and VIP High
Income Option may advertise a 30-day yield which reflects the income generated
by an investment in that Option over a specified 30-day period.

For a detailed description of the methods used to determine yield and total
return for the Variable Account Options, see the Statement of Additional
Information.


                                      31
<PAGE>

   
PART 9 - PRIOR CONTRACTS
    

   
DEATH BENEFIT INFORMATION FOR CONTRACTS ISSUED BEFORE JANUARY 1, 1997 
(IDENTIFIED UNDER GRANDMASTER II MARKETING NAME)
    

   
This section shows the Death Benefit information for contracts issued before 
January 1, 1997.  It may be different from other provisions in this 
prospectus.
    

For contracts issued before January 1, 1995, the amount of the death benefit is
the greatest of:

   
- -  your Account Value
    
- -  the Account Value at the beginning of the seventh contract year, plus
   subsequent contributions and minus subsequent withdrawals
   
- -  your total contributions less the sum of withdrawals.
    

   
For contracts issued on or after January 1, 1995, the amount of the death
benefit is the greatest of:
    

   
    

- -  your Account Value
- -  the highest Account Value at the beginning of any contract year, plus
   subsequent contributions and minus subsequent withdrawals 
- -  your total contributions less the sum of withdrawals

"Subsequent withdrawals" for purposes of calculation of a death benefit reflect
any market value adjustments that apply to those withdrawals and reduce the
death benefit on a pro rata basis.

   
    

   
FOR CONTRACTS ISSUED BEFORE FEBRUARY 15, 1997 (IDENTIFIED UNDER GRANDMASTER II
MARKETING NAME) the following rules apply even if they are different from other
provisions in this prospectus:
    


                                       32
<PAGE>

CONTINGENT WITHDRAWAL CHARGE

   
There is a withdrawal charge of up to 7% on all contributions withdrawn. As
shown below, this charge varies, depending upon the "age" of the contributions
included in the withdrawal, that is, how long ago you made your contributions.
The maximum of 7% would apply if the entire amount of the withdrawal consisted
of contributions made during your current contract year. No withdrawal charge
applies when you withdraw contributions made earlier than your fifth prior
contribution year. For purposes of calculating the withdrawal charge, (1) the
oldest contributions will be treated as the first withdrawn and more recent
contributions next, and (2) partial withdrawals up to the free withdrawal amount
won't be considered a withdrawal of any contributions. For partial withdrawals,
the total amount deducted from your Account Value will include the withdrawal
amount requested, any applicable Market Value Adjustment and any applicable
withdrawal charge, so that the net amount you receive will be the amount
requested.
    

No charge will be applied to your partial withdrawals that don't exceed the free
withdrawal amount in any contract year. On any Business Day, the free withdrawal
amount is the greater of (i) 10% of your Account Value and (ii) any investment
gain during the prior contract year, less withdrawals during the current
contract year. Investment gain is calculated as the increase in the Account
Value during the prior contract year, minus contributions during that year, plus
withdrawals made during that year. We' ll deduct contingent withdrawal charges
for any partial withdrawal amount that is over the free withdrawal amount. The
contingent withdrawal charge is a sales charge to help pay our costs of selling
and promoting the contracts. We don't expect revenues from contingent withdrawal
charges to cover all of those costs. Any shortfall will be made up from our
General Account assets, which may include profits from other charges under the
contracts.

<TABLE>
<CAPTION>

 Contribution Year in Which                                       Charge as a % of the
 Withdrawn Contribution Was Made                                 Contribution Withdrawn
 -------------------------------                                 ----------------------
 <S>                                                             <C>
          Current..............................................           7%
          First Prior..........................................           6
          Second Prior.........................................           5
          Third Prior..........................................           4
          Fourth Prior.........................................           3
          Fifth Prior..........................................           2
          Sixth Prior and Earlier..............................           0
</TABLE>
   
  We won't deduct a contingent withdrawal charge if the Annuitant uses the
  withdrawal to buy from us either an immediate annuity benefit with life
  contingencies or an immediate annuity without life contingencies with a
  restricted prepayment option that provides for level payments over five or
  more years. Similarly, we won't deduct a charge if the Annuitant dies and the
  withdrawal is made by the Annuitant's beneficiary. See "Death Benefits and
  Similar Benefit Distributions" in Part 5.
    

   
TABLE OF ANNUAL FEES AND EXPENSES FOR CONTRACTS ISSUED BEFORE JANUARY 1, 1997

<TABLE>
<CAPTION>
CONTRACT OWNER TRANSACTION EXPENSES
<S>                                                            <C>
     Sales Load on Purchases.......................................... $0
     Deferred Sales Load (1)...................................7% Maximum
     Exchange Fee (2)................................................. $0
     Annual Administrative Charge (3)................................. $30

SEPARATE ACCOUNT ANNUAL EXPENSES (AS A
PERCENTAGE OF AVERAGE ACCOUNT VALUE) (4)

     Mortality and Expense Risk Fees................................ 1.20%
     Administrative Expenses........................................  .15%
                                                                     -----
     Total Separate Account Annual Expenses..........................1.35%
                                                                     -----
                                                                     -----
</TABLE>

<TABLE>
<CAPTION>
FUND ANNUAL EXPENSES AFTER REIMBURSEMENT
(AS A PERCENTAGE OF AVERAGE NET ASSETS) (5)

                                          Management        Other         Total Annual
Portfolio                                   Fees(6)        Expenses         Expenses
- ---------                                   -------        --------         --------
<S>                                       <C>              <C>            <C>
  VIP Money Market......................     .21%            .10%                    .31%
  VIP High Income.......................     .59%            .12%                 .71%(6)
  VIP Equity-Income.....................     .50%            .08%                    .58%
  VIP Growth............................     .60%            .09%                    .69%
  VIP Overseas..........................     .75%            .17%                    .92%
  VIP II Investment Grade Bond..........     .44%            .14%                    .58%
  VIP II Asset Manager..................     .55%            .10%              .65%(6)(7)
  VIP II Index 500......................     .24%            .4%                  .28%(7)
  VIP II Contrafund.....................     .60%            .11%                 .71%(6)
  VIP II Asset Manager: Growth..........     .60%            .17%              .77%(6)(7)
  VIP III Balanced......................     .45%            .16%                 .61%(6)
  VIP III Growth Opportunities..........     .60%            .14%                 .74%(6)
  VIP III Growth & Income...............     .49%            .21%              .70%(6)(8)
</TABLE>
- -----------------------

(1) See "Deductions and Charges-Contingent Withdrawal Charge" in Part 4.  You 
may make a partial withdrawal of up to 10% of the Account Value in any 
contract year or the investment gain under the contract during the previous 
contract year, whichever is greater, less withdrawals during the current 
contract year, without assessment of any withdrawal charge.

(2) After the first twelve transfers during a contract year, Integrity has 
the right to impose a transfer charge of $20 per transfer.  This charge would 
not apply to transfers made for dollar cost averaging, asset rebalancing, or 
systematic transfers.  See "Deductions and Charges - Transfer Charge" in 
Part 4.

(3) The annual administrative charge is $30.  This charge applies only if the 
Account Value is less than $50,000 at the end of any contract year prior 
to your Retirement Date.  See "Deductions and Charges - Annual Administrative 
Charge" in Part 4.

(4) See "Deductions and Charges - Separate Account Charges" in Part 4.

(5) In the Funds' prospectus, see "Management, Distribution and Service Fees."

(6) A portion of the brokerage commissions that certain funds pay was used to 
reduce funds' expenses.  In addition, certain funds have entered into 
arrangements with their custodian whereby credits realized, as a result of 
uninvested cash balances were used to reduce custodian expenses.  Including 
these reductions, the total operating expenses presented in the table would 
have been .57% for VIP Equity-Income Portfolio, .67% for VIP Growth 
Portfolio, .90% for VIP Overseas Portfolio, .64% for VIP II Asset Manager 
Portfolio, .68% for VIP II Contrafund Portfolio, .76% for VIP II Asset 
Manager, Growth Portfolio, and .73% for VIP III Growth Opportunities 
Portfolio, and .60% for VIP III Balanced Portfolio.

(7) The investment adviser agreed to reimburse a portion of VIP II Index 500 
Portfolio's expenses during the period.  Without this reimbursement, the 
fund's management fee, other expenses and total expenses would have been 
 .27%, .13%, and .40% respectively.

(8) Annualized

EXAMPLES

The examples below show the expenses that would be borne by the Annuitant per 
$1,000 investment, assuming a $40,000 average contract value and a 5% annual 
rate of return on assets.

EXPENSES PER $1,000 INVESTMENT IF YOU SURRENDER YOUR CONTRACT AT THE END OF 
THE APPLICABLE PERIOD:

<TABLE>
<CAPTION>
Portfolio                                 1 year        3 years        5 years        10 years
- ---------                                 ------        -------        -------        --------
<S>                                       <C>           <C>            <C>            <C>
VIP Money Market......................    $87.66        $104.61        $123.86        $203.09
VIP High Income.......................    $91.86        $117.34        $145.29        $246.89
VIP Equity-Income.....................    $90.53        $113.32        $138.53        $233.20
VIP Growth............................    $91.65        $116.72        $144.25        $244.80
VIP Overseas..........................    $94.11        $124.13        $156.63        $269.66
VIP II Investment Grade Bond..........    $90.53        $113.32        $138.53        $233.20
VIP II Asset Manager..................    $92.17        $118.27        $146.84        $250.03
VIP II Index 500......................    $87.45        $103.98        $122.81        $200.91
VIP II Contrafund.....................    $92.17        $118.27        $146.84        $250.03
VIP II Asset Manager: Growth..........    $93.50        $122.28        $153.55        $263.50
VIP III Balanced......................    $91.96        $117.65        $145.81        $247.94
VIP III Growth Opportunities..........    $92.47        $119.19        $148.39        $253.15
VIP III Growth & Income...............    $91.76        $117.03        $144.77        $245.84
</TABLE>


EXPENSES PER $1,000 INVESTMENT IF YOU DO NOT SURRENDER YOUR CONTRACT AT THE END
OF THE APPLICABLE PERIOD:

<TABLE>
<CAPTION>
Portfolio                                 1 year        3 years        5 years        10 years
- ---------                                 ------        -------        -------        --------
<S>                                       <C>           <C>            <C>            <C>
VIP Money Market......................    $17.66        $54.61         $ 93.86        $203.09
VIP High Income.......................    $21.86        $67.34         $115.29        $246.89
VIP Equity-Income.....................    $20.53        $63.32         $108.53        $233.20
VIP Growth............................    $21.65        $66.72         $114.25        $244.80
VIP Overseas..........................    $24.11        $74.13         $126.63        $269.66
VIP II Investment Grade Bond..........    $20.53        $63.32         $108.53        $233.20
VIP II Asset Manager..................    $22.17        $68.27         $116.84        $250.03
VIP II Index 500......................    $17.45        $53.98         $ 92.81        $200.91
VIP II Contrafund.....................    $22.17        $68.27         $116.84        $250.03
VIP II Asset Manager: Growth..........    $23.50        $72.28         $123.55        $263.50
VIP III Balanced......................    $21.96        $67.65         $115.81        $247.94
VIP III Growth Opportunities..........    $22.47        $69.19         $118.39        $253.15
VIP III Growth & Income...............    $21.76        $67.03         $114.77        $245.84
</TABLE>

EXPENSES PER $1,000 INVESTMENT IF YOU ELECT THE NORMAL FORM OF ANNUITY AT THE 
END OF THE APPLICABLE PERIOD:

    Same expenses per $1,000 investment as shown in table immediately above.

These examples assume a continuation of the fixed charges that are borne by 
the Separate Account and of the investment advisory fees and other expenses 
of the Funds as they were for the year ended December 31, 1996, except for 
VIP III Growth & Income Portfolio, which were based on estimated current 
expenses.  ACTUAL FUND EXPENSES MAY BE GREATER OR LESS THAN THOSE ON WHICH 
THESE EXAMPLES WERE BASED.  The annual rate of return assumed in the examples 
is not an estimate or guarantee of future investment performance.  The table 
also assumes an estimated $40,000 average contract value, so that the 
administrative charge per $1,000 of net asset value in the Separate Account 
is $0.75.  Such per $1,000 charge would be higher for smaller Account Values 
and lower for higher values.

The above table and examples are intended to assist your understanding of the 
various costs and expenses that apply to your contract, directly or indirectly. 
These tables reflect expenses of the Separate Account as well as those of the 
Portfolios.  Premium taxes upon annuitization also may be applicable.
    

RETIREMENT DATE

   
The Retirement Date will be the date you specify, but no later than your 85th
birthday or the 10th Contract Anniversary, whichever is later.
    

   
CALLAN ASSET ALLOCATION AND REBALANCING PROGRAM
    

   
For contracts issued before February 15, 1997, the Callan Asset Allocation and
Rebalancing Program uses the 
    

                                     33
<PAGE>

   
4-year Guaranteed Rate Option for the Fixed Income Investment Sector of the 
Model.
    

   
HARDSHIP WAIVERS
    

   
For contracts issued before February 15, 1997, Hardship Waivers aren't
available.
    

   
FOR CONTRACTS ISSUED BEFORE MAY 1, 1999
    

   
HARDSHIP WAIVER
    

   
We can waive withdrawal charges on full or partial withdrawal requests of 
$1,000 or more under a hardship circumstance.  We can also waive the Market 
Value Adjustment on any amounts withdrawn from the GRO Accounts.  Hardship 
circumstances include the Owner's (1) confinement to a nursing home, hospital 
or long term care facility, (2) diagnosis of terminal illness with any 
medical condition which would result in death or total disability, and (3) 
unemployment.  We can require reasonable notice and documentation including, 
but not limited to, a physician's certification and Determination Letter from 
a State Department of Labor.  Some of the hardship circumstances listed above 
may not apply in some states, and, in other states, may not be available at 
all.
    

   
INVESTMENT OPTIONS
    

   
For contracts issued before May 1, 1999, Fidelity Investments VIP III Mid Cap
Fund is not yet available.
    

   
FIXED ACCOUNTS
    

   
SYSTEMATIC TRANSFER OPTION
    

   
STO is not available for contracts issued before July 7, 1998.
    

   
ANNUITY PAYMENTS
    

   
For contracts issued before May 1, 1999, additional annuitization options may
have been available.
    

   
GLOSSARY
    

   
ACCOUNT VALUE - the value of your contract, which consists of the values of your
Investment Options added together.
    

   
ADJUSTED ACCOUNT VALUE - your Account Value increased or decreased by any Market
Value Adjustment made to your GRO Account.
    

   
ANNUITANT ("You," "Your") - the person upon whose life an annuity benefit and
death benefit are based.
    

   
ANNUITY PAYMENT - one of a series of payments made if you choose to annuitize
your contract.
    

   
ARM - ARM Financial Group, Inc.
    

   
BUSINESS DAY - any day that the New York Stock Exchange is open.
    

   
CASH VALUE - your Adjusted Account Value reduced by any withdrawal charges
and/or any pro-rata annual administrative charges that may apply.
    

   
CONTRACT - your variable annuity contract.
    

   
ENHANCED RATE - a higher rate of interest we may declare for the first year of
any GRO Account that exceeds the Guaranteed Interest Rate credited during the
rest of the Guarantee Period.
    

   
FIXED ACCOUNTS - Guaranteed Rate Options and the Systematic Transfer Option.
    


                                     34
<PAGE>

   
GRO - Guaranteed Rate Options, which offer durations of two, three, five, seven
and ten years and lock in a fixed annual effective interest rate.
    

   
GRO VALUE - the value of a GRO Account.  The GRO Value at the expiration of a 
GRO Account, assuming you haven't withdrawn or transferred any amounts, will 
be the amount you put in plus interest at the Guaranteed Interest Rate.
    

   
GUARANTEE PERIOD - the duration of your GRO Account.
    

   
GUARANTEED INTEREST RATE - a fixed annual effective interest rate that we
declare for the duration of your GRO Account.
    

   
INVESTMENT OPTIONS - Variable Account Options and Fixed Accounts, collectively.
    

   
MARKET VALUE ADJUSTMENT ("MVA")- an upward or downward adjustment (never below
the Minimum Value) made to the value of your GRO Account for withdrawals,
surrenders, transfers and certain other transactions made before the GRO Account
expires.
    

   
MINIMUM VALUE - an amount equal to your net allocation to a GRO Account, less
prior withdrawals (and associated charges), accumulated at 3% interest annually,
less any administrative charges.
    

   
OWNER- the person who owns the contract, and is usually the annuitant. Includes
any person named as Joint Owner.
    

   
PORTFOLIO - an investment portfolio of a mutual fund in which the Separate
Account invests its assets.
    

   
RETIREMENT DATE - All annuity benefits under your contract are calculated as of
your Retirement Date. The Retirement Date can't be later than your 90th
birthday, or earlier if required by law.
    

   
STO - Systematic Transfer Option - our STO provides a guaranteed interest rate;
contributions to the STO must be transferred into other Investment Options
within one year of your most recent STO contribution.
    

   
UNIT - a measure of your ownership interest in a variable account option.
    

   
UNIT VALUE - the value of each unit calculated on any Business Day.
    

   
VARIABLE ACCOUNT OPTIONS - the various investment options available to you 
under the contract, other than the GROs and STO.  The value of your contract 
will reflect the investment performance of the Variable Account Options you 
choose.
    

   
WE, OUR AND US - National Integrity Life Insurance Company, a subsidiary of ARM
Financial Group, Inc.
    


                                      35
<PAGE>

   
                               APPENDIX A
    

 FINANCIAL INFORMATION

The table below shows the unit value for each Variable Account Option at 
inception, the number of units outstanding at December 31 of each year since 
inception, and the unit value at the end of each period. The unit value at 
the beginning of each period is the unit value as of the end of the previous 
period.

   
<TABLE>
<CAPTION>

                                         UNIT VALUES AND UNITS OUTSTANDING


                                         MONEY         HIGH        EQUITY-                                 INVESTMENT
                                        MARKET       INCOME         INCOME        GROWTH      OVERSEAS     GRADE BOND
                                      DIVISION     DIVISION       DIVISION      DIVISION      DIVISION       DIVISION
                                      --------     --------       --------      --------      --------       --------
        <S>                           <C>          <C>            <C>           <C>           <C>          <C>
          Date of Inception*            $10.00       $10.00         $10.00        $10.00        $10.00         $10.00
           December 31, 1987                 -            -              -             -             -              -
             Number of Units                 -            -              -             -             -              -
           December 31, 1988                 -            -              -             -         $9.79         $10.05
             Number of Units                 -            -              -             -         1,646          1,287
           December 31, 1989                 -            -         $10.99        $11.13        $12.08         $11.48
             Number of Units                 -            -         12,808            91         1,646          1,286
           December 31, 1990            $10.17            -          $9.54        $11.76        $11.13         $12.06
             Number of Units             2,001            -         10,281            90         1,697          1,283
           December 31, 1991            $10.64            -         $13.63        $19.12        $13.63         $12.25
             Number of Units             3,961            -         12,059           927         2,789              -
           December 31, 1992            $10.90            -         $15.72        $20.62        $12.01         $13.44
             Number of Units             2,744            -        32,842         30,140         3,816          5,995
           December 31, 1993            $11.10       $11.22        $18.33         $24.29        $16.25         $14.72
             Number of Units           109,685      120,243       192,745        136,418        97,667         52,787
           December 31, 1994            $11.42       $10.90        $19.37         $23.95        $16.31         $13.98
             Number of Units           782,370      512,098       503,403        372,307       432,518         97,548
           December 31, 1995            $11.93       $12.97        $25.81         $31.99        $17.65         $16.18
             Number of Units         1,692,564    1,131,907     1,316,163        657,586       426,045        264,608
           December 31, 1996            $12.40       $14.58        $29.09         $36.19        $19.71         $16.47
             Number of Units         1,453,359    1,605,055     1,895,597        942,118       596,757        340,273
           December 31, 1997            $12.90       $16.93        $36.77         $44.09        $21.69         $17.72
             Number of Units         1,407,666    2,108,548     2,245,172      1,026,856       703,364        403,402
           December 31, 1998            $13.42       $15.98        $40.49         $60.67        $24.12         $19.02
             Number of Units         2,302,396    2,101,650     2,160,698      1,016,514       682,756        487,242
</TABLE>
    

   
*The Inception date for the VIP High Income Option was February 19, 1993 and for
the VIP II Index 500 Option was March 4, 1993. The inception date for the VIP
III Balanced Option, VIP III Growth Opportunities Option, and VIP III Growth &
Income Option was December 31, 1996. The inception date for the VIP II
Contrafund Option and the Asset Manager: Growth Option was February 6, 1995.
Inception dates for the remaining Options all were in the third quarter of 1987.
Prior to September 3, 1991, the Variable Account Options invested in shares of
corresponding portfolios of Prism Investment Trust, and the VIP Money Market,
VIP Equity-Income, VIP Growth, VIP Overseas, VIP II Investment Grade Bond and
VIP II Asset Manager Options were known as the Money Market, Common Stock,
Aggressive Stock, Global, Bond and Balanced Options, respectively. The Inception
date for the VIP III Mid Cap Option was May 1, 1999.
    


                                                       36

<PAGE>

   
<TABLE>
<CAPTION>

                                         UNIT VALUES AND UNITS OUTSTANDING

                                                                    ASSET 
                            ASSET         INDEX      CONTRA-      MANAGER                    GROWTH        GROWTH
                          MANAGER           500         FUND       GROWTH     BALANCED       INCOME    OPPORTUNITIES
                         DIVISION      DIVISION     DIVISION     DIVISION     DIVISION      DIVISION      DIVISION
                         --------      --------     --------     --------     --------      --------      --------
 <S>                     <C>           <C>          <C>          <C>          <C>           <C>        <C>
   Date of Inception*       $10.00        $10.00       $10.00       $10.00       $10.00       $10.00         $10.00
   December 31, 1987        $7.92             -            -            -            -            -              -
     Number of Units       15,626             -            -            -            -            -              -
   December 31, 1988        $8.89             -            -            -            -            -              -
     Number of Units       23,806             -            -            -            -            -              -
   December 31, 1989       $11.05             -            -            -            -            -              -
     Number of Units       26,296             -            -            -            -            -              -
   December 31, 1990       $10.90             -            -            -            -            -              -
     Number of Units       33,770             -            -            -            -            -              -
   December 31, 1991       $13.45             -            -            -            -            -              -
     Number of Units       28,066             -            -            -            -            -              -
   December 31, 1992       $14.85             -            -            -            -            -              -
     Number of Units       57,934             -            -            -            -            -              -
   December 31, 1993       $17.73        $10.65            -            -            -            -              -
     Number of Units      744,402        16,821            -            -            -            -              -
   December 31, 1994       $16.43        $10.62            -            -            -            -              -
     Number of Units    1,706,592        99,982            -            -            -            -              -
   December 31, 1995       $18.95        $14.37       $13.31       $12.02            -            -              -
     Number of Units    1,460,833       293,436      954,037       85,146            -            -              -
   December 31, 1996       $21.42        $17.41       $15.92       $14.22            -            -              -
     Number of Units    1,351,936       738,488    1,865,749      282,677            -            -              -
   December 31, 1997       $25.50        $22.79       $19.50       $17.55       $11.36       $12.19         $11.99
     Number of Units    1,277,528     1,458,280    2,463,777      447,420      175,229      321,915        320,952
   December 31, 1998       $28.94        $28.85       $25.00       $20.35       $13.18       $15.58         $14.74
     Number of Units    1,201,119     1,609,895    2,547,399      625,642      407,009      812,252        739,632
</TABLE>
    

   
*The Inception date for the VIP High Income Option was February 19, 1993 and 
for the VIP II Index 500 Option was March 4, 1993. The Inception date for the 
VIP II Contrafund Option and the VIP II Asset Manager: VIP Growth Option was 
February 6, 1995. The inception date for the VIP III Balanced Option, VIP III 
Growth Opportunities Option, and VIP III Growth & Income Option was December 
31, 1996. The Inception date for VIP III Mid Cap Option was May 1, 1999.  
Inception dates for the remaining Options all were in the third quarter of 
1987. Prior to September 3, 1991, the Variable Account Options invested in 
shares of corresponding portfolios of Prism Investment Trust, and the VIP 
Money Market, VIP Equity-Income, VIP Growth, VIP Overseas, VIP II Investment 
Grade Bond and VIP II Asset Manager Options were known as the Money Market, 
Common Stock, Aggressive Stock, Global, Bond and Balanced Options, 
respectively.
    


                                      37
<PAGE>

   
                              APPENDIX B
    
                 ILLUSTRATION OF A MARKET VALUE ADJUSTMENT

       Contribution:                     $50,000.00

       GRO Account duration:             7 Years

       Guaranteed Interest Rate:         5% Annual Effective Rate

   
The following examples illustrate how the Market Value Adjustment and the
contingent withdrawal charge may affect the values of a contract upon a
withdrawal. The 5% assumed Guaranteed Interest Rate is the same rate used in the
Example under "Table of Annual Fees and Expenses" in this Prospectus. In these
examples, the withdrawal occurs at the end of the three year period after the
initial contribution. The Market Value Adjustment operates in a similar manner
for transfers. No contingent withdrawal charge applies to transfers.
    

The GRO Value for this $50,000 contribution is $70,355.02 at the expiration of
the GRO Account. After three years, the GRO Value is $57,881.25. It is also
assumed, for the purposes of these examples, that no prior partial withdrawals
or transfers have occurred.

   
The Market Value Adjustment will be based on the rate we are then crediting (at
the time of the withdrawal) on new contributions to GRO Accounts of the same
duration as the time remaining in your GRO Account, rounded to the next lower
number of complete months. If we don't declare a rate for the exact time
remaining, we will use a formula to find a rate using GRO Accounts of durations
closest to (next higher and next lower) the remaining period described above.
Three years after the initial contribution, there would have been four years
remaining in your GRO Account. These examples also show the withdrawal charge
that would be calculated separately.
    

EXAMPLE OF A DOWNWARD MARKET VALUE ADJUSTMENT:

A downward Market Value Adjustment results from a full or partial withdrawal
that occurs when interest rates have increased. Assume interest rates have
increased three years after the initial contribution and we are then crediting
6.25% for a four-year GRO Account. Upon a full withdrawal, the Market Value
Adjustment, applying the above formula would be:

                               48/12                      48/12
        -0.0551589 = [(1 + .05)      / (1 + .0625 + .0025)     ] - 1

The Market Value Adjustment is a reduction of $3,192.67 from the GRO Value:

        -$3,192.67 = -0.0551589 X $57,881.25

The Market Adjusted Value would be:

        $54,688.58 = $57,881.25 - $3,192.67

A withdrawal charge of 5% would be assessed against the $50,000 original
contribution:

        $2,500.00 = $50,000.00 X .05

Thus, the amount payable on a full withdrawal would be:

        $52,188.58 = $57,881.25 - $3,192.67 - $2,500.00

If instead of a full withdrawal, $20,000 was requested, we would first determine
the free withdrawal amount:

        $5,788.13 = $57,881.25 X .10


                                      38
<PAGE>

The non-free amount would be:

        $14,211.87 = $20,000.00 - $5,788.13

The Market Value Adjustment, which is only applicable to the non-free amount, 
would be

        - $783.91 = -0.0551589 X $14,211.87

The withdrawal charge would be:

        $789.25 = [($14,211.87+ $783.91)/(1 - .05)] - ($14,211.87+ 783.91)

Thus, the total amount needed to provide $20,000 after the Market Value
Adjustment and withdrawal charge would be:

        $21,573.16 = $20,000.00 + $783.91 + $789.25

The ending Account Value would be:

        $36,308.09 = $57,881.25 - $21,573.16

EXAMPLE OF AN UPWARD MARKET VALUE ADJUSTMENT:

An upward Market Value Adjustment results from a full or partial withdrawal that
occurs when interest rates have decreased. Assume interest rates have decreased
three years after the initial contribution and we are then crediting 4% for a
four-year GRO Account. Upon a full withdrawal, the Market Value Adjustment,
applying the formula set forth in the prospectus, would be:

                             48/12                    48/12
        .0290890 = [(1 + .05)      / (1 + .04 + .0025)     ] - 1

The Market Value Adjustment is an increase of $1,683.71 to the GRO Value:

        $1,683.71 = .0290890 X $57,881.25

The Market Adjusted Value would be:

        $59,564.96 = $57,881.25 + $1,683.71

A withdrawal charge of 5% would be assessed against the $50,000 original
contribution:

        $2,500.00 = $50,000.00 X .05

Thus, the amount payable on a full withdrawal would be:

        $57,064.96 = $57,881.25 + $1,683.71 - $2,500.00

If instead of a full withdrawal, $20,000 was requested, the free withdrawal
amount and non-free amount would first be determined as above:

                Free Amount =    $ 5,788.13

         Non-Free Amount =    $14,211.87

The Market Value Adjustment would be:


                                     39
<PAGE>

        $413.41 = .0290890 X $14,211.87

The withdrawal charge would be:

        $726.23 = [($14,211.87 - $413.41)/(1 - .05)] - ($14,211.87 - $413.41)

Thus, the total amount needed to provide $20,000 after the Market Value
Adjustment and withdrawal charge would be:

        $20,312.82 = $20,000.00 - $413.41 + $726.23

The ending Account Value would be:

        $37,568.43 = $57,881.25 - $20,312.82

Actual Market Value Adjustments may have more or less impact than shown in the
examples, depending on the actual change in interest crediting rate and the
timing of the withdrawal or transfer in relation to the time remaining in the
GRO Account. Also, the Market Value Adjustment can never decrease the Account
Value below premium plus 3% interest, before any applicable charges. Account
values less than $50,000 will be subject to a $30 annual charge.


                                      40

<PAGE>

   
                                                APPENDIX C
    

SAI TABLE OF CONTENTS

   
Part 1 - National Integrity and Custodian...............................1
Part 2 - Distribution of the Contracts..................................1
Part 3 - Performance Information........................................2
Part 4 - Determination of Accumulation Values                           7
Part 5 - Tax-Favored Retirement Programs................................7
      Traditional Individual Retirement Annuities.......................7
      Roth Individual Retirement Annuities..............................8
      SIMPLE Individual Retirement Annuities............................8
      Tax Sheltered Annuities...........................................8
      Simplified Employee Pensions......................................8
      Corporate and Self-Employed (H.R. 10 and Keogh) Pension
        and Profit Sharing Plans........................................8
      Deferred Compensation Plans of State and Local Governments and
      Tax-Exempt Organizations..........................................9
      Distributions Under Tax Favored Retirement Programs...............9
Part 6 - Financial Statements..........................................10
    

If you would like to receive a copy of the Statement of Additional Information,
please complete the form below and send it to:

Administrative Office
National Integrity Life Insurance Company
15 Matthews Street, Suite 200
Goshen, NY 10924
ATTN: Request for SAI of Separate Account I (Grandmaster III)

Name: ____________________________________________

Address: _________________________________________

City: ______________________ State:_____ Zip: ____


                                    41

<PAGE>


                       STATEMENT OF ADDITIONAL INFORMATION

                                  MAY 1, 1999

                                      FOR

                                 GRANDMASTER III

                        FLEXIBLE PREMIUM VARIABLE ANNUITY

                                   ISSUED BY

                     NATIONAL INTEGRITY LIFE INSURANCE COMPANY

                                      AND

                        FUNDED THROUGH ITS SEPARATE ACCOUNT I




                                 TABLE OF CONTENTS


   
<TABLE>
<CAPTION>

                                                                                                       Page

<S>                                                                                                    <C>
Part 1 - National Integrity and Custodian................................................................1
Part 2 - Distribution of the Contracts...................................................................1
Part 3 - Performance Information.........................................................................2
Part 4 - Determination of Accumulation Values............................................................7
Part 5 - Tax Favored Retirement Programs.................................................................7
     Traditional Individual Retirement Annuities.........................................................7
     Roth Individual Retirement Annuities................................................................8
     SIMPLE Individual Retirement Annuities..............................................................8
     Tax Sheltered Annuities.............................................................................8
     Simplified Employee Pensions........................................................................8
     Corporate and Self-Employed (H.R.10 and Keogh) Pension and Profit Sharing Plans.....................8
     Deferred Compensation Plans of State and Local Governments and Tax-Exempt Organizations.............9
     Distributions Under Tax Favored Retirement Programs.................................................9
Part 6 - Financial Statements............................................................................10
</TABLE>
    

This Statement of Additional Information (SAI) is not a prospectus. It should 
be read in conjunction with the prospectus for the contracts, dated May 1, 
1999. For definitions of special terms used in the SAI, please refer to the 
prospectus.

A copy of the prospectus to which this SAI relates is available at no charge 
by writing the Administrative Office at National Integrity Life Insurance 
Company ("National Integrity"), 15 Matthews Street, Suite 200, Goshen, NY 
10924, or by calling 1-800-433-1778.

<PAGE>

PART 1 - NATIONAL INTEGRITY AND CUSTODIAN

   
National Integrity Life Insurance Company is a New York stock life insurance 
company organized in 1968 that sells life insurance and annuities. Its 
principal executive offices are located at 15 Matthews Street, Suite 200, 
Goshen, NY 10924. National Integrity, the depositor of Separate Account I, is 
a wholly owned subsidiary of Integrity Life Insurance Company, an Ohio 
corporation. All outstanding shares of Integrity Life Insurance Company are 
owned by ARM Financial Group, Inc. (ARM), a Delaware corporation that's a 
financial services company focusing on the long-term savings and retirement 
marketplace by providing retail and institutional products and services 
throughout the United States. ARM owns 100% of the stock of (i) ARM 
Securities Corporation (ARM SECURITIES), a Minnesota corporation, registered 
with the SEC as a broker-dealer and a member of the National Association of 
Securities Dealers, Inc., (ii) Integrity Capital Advisors, Inc., a Delaware 
corporation registered with the SEC as an investment adviser, (iii) SBM 
Certificate Company, a Minnesota corporation registered with the SEC as an 
issuer of face-amount certificates, and (iv) ARM Transfer Agency, Inc., a 
Delaware corporation registered with the SEC as a transfer and dividend 
disbursing agency
    

ARM is 100% publicly owned, trading on the New York Stock Exchange (NYSE).  
No one has the direct or indirect power to control ARM, except power he or 
she may have by virtue of his or her capacity as a director or executive 
officer of ARM; no individual beneficially owns more than 5% of the common 
shares.

   
Since 1994, ARM has provided substantially all of the services required to be 
performed on behalf of the Separate Account.  Total fees paid to ARM by 
National Integrity for management services in 1996 were $6,007,766, in 1997 
were $5,855,216 and in 1998 were $8,766,003 including services applicable to 
the Registrant.
    

National Integrity is the custodian for the shares of the Funds owned by the 
Separate Account. The Funds' shares are held in book-entry form.

Reports and marketing materials, from time to time, may include information 
concerning the rating of National Integrity, as determined by A.M. Best 
Company, Moody's Investor Service, Standard & Poor's Corporation, Duff & 
Phelps Corporation, or other recognized rating services.  National Integrity 
is currently rated "A" (Excellent) by A.M. Best Company, and has received 
claims paying ability ratings of "A" (Good) from Standard & Poor's 
Corporation, "Baa1" from Moody's Investors Service, Inc., and "A+" (High) 
from Duff and Phelps Credit Rating Company.  However, National Integrity 
doesn't guarantee the investment performance of the portfolios, and these 
ratings don't reflect protection against investment risk.

   
TAX STATUS OF NATIONAL INTEGRITY
    

   
National Integrity is taxed as a life insurance company under Part I of 
Subchapter L of the Internal Revenue Code of 1986, as amended (the CODE).  
Since the Separate Accounts aren't separate entities from National Integrity 
and their operations form a part of National Integrity, they aren't taxed 
separately as "regulated investment companies" under Subchapter M of the 
Code.  Investment income and realized capital gains on the assets of the 
Separate Accounts are reinvested and taken into account in determining the 
accumulation value.  Under existing federal income tax law, the Separate 
Accounts' investment income, including realized net capital gains, isn't 
taxed to National Integrity.  National Integrity can make a tax deduction if 
federal tax laws change to include these items in our taxable income.
    

PART 2 - DISTRIBUTION OF THE CONTRACTS

ARM Securities, a wholly owned subsidiary of ARM, is the principal 
underwriter of the contracts. ARM Securities is registered with the SEC as a 
broker-dealer and is a member in good standing of the National Association of 
Securities Dealers, Inc. ARM Securities' address is 515 West Market Street, 
Louisville, Kentucky 40202. The contracts are offered through ARM Securities 
on a continuous basis.

We generally pay a maximum distribution allowance of 7.5% of initial 
contribution and 7% of additional contributions, plus .50% trail commission 
paid on Account Value after the 8th Contract Year. The amount of distribution 
allowances paid was $1,753,582 for the year ended December 31, 1998, 
$2,647,756 for the year ended December 31, 1997 and $2,229,269 for the year 
ended December 31, 1996. Distribution allowances weren't retained by ARM 
Securities during these years.  National Integrity may from time to time pay 
or allow additional promotional incentives, in the form of cash or other 
compensation, to broker-dealers that sell contracts. In some 


                                         1

<PAGE>

instances, those types of incentives may be offered only to certain 
broker-dealers that sell or are expected to sell certain minimum amounts of 
the contracts during specified time periods.

PART 3 - PERFORMANCE INFORMATION

Each Variable Account Option may from time to time include the Average Annual 
Total Return, the Cumulative Total Return, and Yield of its shares in 
advertisements or in information furnished to shareholders.  The VIP Money 
Market Option may also from time to time include the Yield and Effective 
Yield of its shares in information furnished to shareholders.  Performance 
information is computed separately for each Option in accordance with the 
formulas described below.  At any time in the future, total return and yields 
may be higher or lower than in the past and we can't guarantee that any 
historical results will continue.

TOTAL RETURNS

Total returns reflect all aspects of an Option's return, including the 
automatic reinvestment by the Option of all distributions and the deduction 
of all charges that apply to the Option on an annual basis, including 
mortality risk and expense charges, the annual administrative charge and 
other charges against contract values. For purposes of charges not based upon 
a percentage of contract values, an average account value of $40,000 has been 
used. Quotations also will assume a termination (surrender) at the end of the 
particular period and reflect the deductions of the contingent withdrawal 
charge, if they would apply. Any total return calculation will be based upon 
the assumption that the Option corresponding to the investment portfolio was 
in existence throughout the stated period and that the applicable contractual 
charges and expenses of the Option during the stated period were equal to 
those that currently apply under the contract. Total returns may be shown at 
the same time that do not take into account deduction of the contingent 
withdrawal charge, and/or the annual administrative charge.

AVERAGE ANNUAL TOTAL RETURNS are calculated by determining the growth or 
decline in value of a hypothetical historical investment in the Option over 
certain periods, including 1, 3, 5, and 10 years (up to the life of the 
Option), and then calculating the annually compounded percentage rate that 
would have produced the same result if the rate of growth or decline in value 
had been constant over the period. Investors should realize that the Option's 
performance is not constant over time, but changes from year to year, and 
that the average annual returns represent the averages of historical figures 
as opposed to the actual historical performance of an Option during any 
portion of the period shown. Average annual returns are calculated pursuant 
to the following formula: P(1+T)n = ERV, where P is a hypothetical initial 
payment of $1,000, T is the average annual total return, n is the number of 
years, and ERV is the withdrawal value at the end of the period.

CUMULATIVE TOTAL RETURNS are UNAVERAGED and reflect the simple percentage 
change in the value of a hypothetical investment in the Option over a stated 
period of time. In addition to the period since inception, cumulative total 
returns may be calculated on a year-to-date basis at the end of each calendar 
month in the current calendar year. The last day of the period for 
year-to-date returns is the last day of the most recent calendar month at the 
time of publication.

YIELDS

Some Options may advertise yields.  Yields quoted in advertising reflect the 
change in value of a hypothetical investment in the Option over a stated 
period of time, not taking into account capital gains or losses or any 
contingent withdrawal charge. Yields are annualized and stated as a 
percentage.

CURRENT YIELD and EFFECTIVE YIELD are calculated for the VIP Money Market 
Option. Current Yield is based on the change in the value of a hypothetical 
investment (exclusive of capital changes) over a particular 7-day period, 
less a hypothetical charge reflecting deductions from contract values during 
the period (the BASE PERIOD), and stated as a percentage of the investment at 
the start of the base period (the BASE PERIOD RETURN). The base period return 
is then annualized by multiplying by 365/7, with the resulting yield figure 
carried to at least the nearest hundredth of one percent. Effective yield 
assumes that all dividends received during an annual period have been 
reinvested. This compounding effect causes effective yield to be higher than 
current yield. Calculation of effective yield begins with the same base 
period return used in the calculation of current yield, which is then 
annualized to reflect weekly compounding pursuant to the following formula: 
Effective Yield = {(Base Period Return) + 1)365/7} - 1


                                     2

<PAGE>

For the period ending: 12/31/98
RETURNS WITH SURRENDER CHARGES

   
<TABLE>
<CAPTION>

                                    VARIABLE                                    SEC STANDARDIZED
                                    ACCOUNT                                 AVERAGE ANNUAL RETURN (1)
                                   INCEPTION            ----------------------------------------------------------------
VARIABLE OPTIONS                    DATE (2)            1 YEAR           5 YEAR          10 YEAR         LIFE OF ACCOUNT
- ------------------------------------------------------------------------------------------------------------------------

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

                                   -------------------------------------------------------------------------------------
<S>                                <C>                  <C>               <C>            <C>             <C>
VIP II Asset Manager                   9/3/91             7.42%            8.47%            n/a                11.47%

VIP II Asset Manager: Growth           2/8/95             9.91%             n/a             n/a                19.37%

VIP III Balanced                      3/12/97             9.98%             n/a             N/a                14.48%

VIP II Contrafund                     2/16/95            22.15%             n/a             N/a                26.11%

VIP Equity-Income                      9/3/91             4.05%           16.88%            n/a                16.61%

VIP Growth                             9/3/91            31.54%           19.83%            n/a                18.77%

VIP III Growth & Income                3/6/97            21.77%             n/a             n/a                25.24

VIP III Growth Opportunities          3/12/97            16.86%             n/a             n/a                22.03

VIP High Income                       3/12/93           -11.69%            6.95%            n/a                8.33%

VIP II Index 500                       4/6/93            20.52%           21.80%            n/a                20.14%

VIP II Investment Grade Bond           4/2/92             1.30%            4.89%            n/a                6.12%

                                   -------------------------------------------------------------------------------------
VIP Overseas                           9/3/91             5.16%            7.85%            n/a                8.50%

                               -----------------------------------------------------------------------------------------
</TABLE>
    

   
    


                                        3

<PAGE>

   
    

   
(1)  Standard average annual return reflects past fund performance based on a 
     $1,000 hypothetical investment period over the indicated. The 
     performance figures reflect the deduction of mortality and expenses and 
     administrative charges totaling 1.35%. They also reflect any withdrawal 
     charges that would apply if an owner terminated the policy at the end of 
     the period, but exclude deductions for the applicable premium tax 
     charges. Surrender charges are 7% in year one, declining 1% annually in 
     years one through six, 0% thereafter.
    

   
(2)  Inception date of the variable account option represents first trade 
     date. Returns for accounts in operation for less than one year are not 
     annualized.
    


                                          4

<PAGE>

For the period ending: 12/31/98

   
RETURNS WITHOUT SURRENDER CHARGES(1)            All figures are unaudited.
    

   
<TABLE>
<CAPTION>

                               ---------------------------------------------------------------------------------------------------
                                CUMULATIVE TOTAL RETURN        AVERAGE ANNUAL RETURN             CALENDAR YEAR RETURN(2)
                               ---------------------------------------------------------------------------------------------------
                   FUND                      LIFE                                 LIFE
 VARIABLE      INCEPTION   3      5      10   OF      1       3       5      10    OF
 OPTIONS       DATE (3)  YEAR   YEAR   YEAR  FUND    YEAR    YEAR    YEAR   YEAR  FUND    1993    1994    1995   1996   1997
- ----------------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------------
<S>           <C>        <C>    <C>    <C>  <C>      <C>     <C>     <C>    <C>   <C>     <C>     <C>     <C>    <C>    <C>
VIP II        9/6/89     52.71% 63.23% n/a  174.86%  13.50%  15.16%  8.84%  n/a   11.46%  19.50%  -7.42%  15.38% 13.04% 19.02%
Asset
Manager

VIP II Asset  1/3/95   69.30    n/a    n/a    105.67   15.98   19.18     n/a   n/a   19.80    n/a     n/a    21.49   18.30   23.38
Manager: 
Growth

VIP III       1/3/95   51.75    n/a    n/a     70.57   16.05   14.92     n/a   n/a   14.31    n/a     n/a    12.40    8.48   20.54
Balanced

VIP II        1/3/95   87.90   n/a     n/a    158.85   28.23   23.40     n/a   n/a   26.90    n/a     n/a    37.76   19.66   22.47
Contrafund

VIP Equity-  10/9/86   56.88  120.84  272.76  339.63   10.12   16.20   17.17  14.06  12.87  16.76     5.48   33.27   12.73   26.38
Income

VIP Growth   10/9/86   89.66  149.81  414.42  499.79   37.61   23.78   20.09  17.80  15.78  17.51    -1.16   33.54   13.14   21.82

VIP III     12/31/96    n/a    n/a     n/a     64.07   27.84    n/a     n/a   n/a   28.11    n/a      n/a     n/a     n/a     28.34
Growth & 
Income

VIP III       1/3/95   83.87   n/a     n/a    140.42   22.93   22.51    n/a   n/a    24.58   n/a      n/a    30.76   16.67   28.20
Growth
Opportuities

VIP High     9/19/85   23.23   42.40   95.04   82.63   -5.62    7.21   7.33   6.91   4.64   18.68    -2.80   18.98    12.4   16.08
Income

VIP II       8/27/92  100.78  170.86    n/a   210.26   26.60   26.16  22.05   n/a   19.54    8.77    -.79    35.34    21.15  30.91
Index 500

VIP II       12/5/88  17.58   29.21     n/a    65.10    7.38    5.55    5.26  n/a    5.10    9.56   -5.14    15.74     1.78   7.59
Investment
Grade Bond
- -----------------------------------------------------------------------------------------------------------------------------------
VIP Overseas 1/28/87  36.70   48.43   128.03  127.29   11.23   10.98    8.22  8.59   7.13    35.21    .48     8.20    11.67   10.05
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    

   
(1)  Non-standard returns reflect all historical investment results, less 
     mortality and expense and administrative charges consideration. 
     Non-standard performance is since the Portfolio's inception date, 
     which may predate the separate account.
    

   
(2)  Italicized returns are calculated from the inception date through  
     year-end.
    

   
(3)  Represents the inception date of the underlying funds. Performance data 
     for periods prior to the actual inception of the variable account 
     options is hypothetical and based on the performance of the underlying 
     funds. This performance data has been adjusted to include all insurance 
     company contract charges and management fees of the underlying funds.
    

PERFORMANCE COMPARISONS

Performance information for an Option may be compared, in reports and 
advertising, to: (1) Standard & Poor's Stock Index (S&P 500), Dow Jones 
Industrial Averages, (DJIA), Donoghue Money Market Institutional Averages, or 
other unmanaged indices generally regarded as representative of the 
securities markets; (2) other variable annuity separate accounts or other 
investment products tracked by Lipper Analytical Services, Inc. or the 
Variable Annuity Research and Data Service, which are widely used independent 
research firms that rank mutual funds and other investment companies by 
overall performance, investment objectives, and assets; and (3) the Consumer 
Price Index (measure of inflation) to assess the real rate of return from an 
investment in a contract. Unmanaged indices may assume the reinvestment of 
dividends but generally do not reflect deductions for annuity charges, 
investment management costs, brokerage costs and other transaction costs that 
are normally paid when directly investing in securities.

Each Option may from time to time also include the ranking of its performance 
figures relative to such figures for groups of mutual funds categorized by 
Lipper Analytical Services (LIPPER) as having the same or similar investment 


                                         5

<PAGE>

objectives or by similar services that monitor the performance of mutual 
funds. Each Option may also from time to time compare its performance to 
average mutual fund performance figures compiled by Lipper in LIPPER 
PERFORMANCE ANALYSIS. Advertisements or information furnished to present 
shareholders or prospective investors may also include evaluations of an 
Option published by nationally recognized ranking services and by financial 
publications that are nationally recognized such as BARRON'S, BUSINESS WEEK, 
CDA TECHNOLOGIES, INC., CHANGING TIMES, CONSUMER'S DIGEST, DOW JONES 
INDUSTRIAL AVERAGE, FINANCIAL PLANNING, FINANCIAL TIMES, FINANCIAL WORLD, 
FORBES, FORTUNE, GLOBAL INVESTOR, HULBERT'S FINANCIAL DIGEST, INSTITUTIONAL 
INVESTOR, INVESTORS DAILY, MONEY, MORNINGSTAR MUTUAL FUNDS, THE NEW YORK 
TIMES, PERSONAL INVESTOR, STANGER'S INVESTMENT ADVISER, VALUE LINE, THE WALL 
STREET JOURNAL, WIESENBERGER INVESTMENT COMPANY SERVICE AND USA TODAY.

The performance figures described above may also be used to compare the 
performance of an Option's shares against certain widely recognized standards 
or indices for stock and bond market performance.  The following are the 
indices against which the Options may compare performance:

The Standard & Poor's Composite Index of 500 Stocks (the S&P 500) is a market 
value-weighted and unmanaged index showing the changes in the aggregate 
market value of 500 stocks relative to the base period 1941-43.  The S&P 500 
Index is composed almost entirely of common stocks of companies listed on the 
NYSE, although the common stocks of a few companies listed on the American 
Stock Exchange or traded OTC are included.  The 500 companies represented 
include 400 industrial, 60 transportation and 50 financial services concerns. 
The S&P 500 Index represents about 80% of the market value of all issues 
traded on the NYSE.

The Dow Jones Composite Average (or its component averages) is an unmanaged 
index composed of 30 blue-chip industrial corporation stocks (Dow Jones 
Industrial Average), 15 utilities company stocks and 20 transportation 
stocks.  Comparisons of performance assume reinvestment of dividends.

The New York Stock Exchange composite or component indices are unmanaged 
indices of all industrial, utilities, transportation and finance company 
stocks listed on the New York Stock Exchange.

The Wilshire 5000 Equity Index (or its component indices) represents the 
return of the market value of all common equity securities for which daily 
pricing is available.  Comparisons of performance assume reinvestment of 
dividends.

The Morgan Stanley Capital International EAFE Index is an arithmetic, market 
value-weighted average of the performance of over 900 securities on the stock 
exchanges of countries in Europe, Australia and the Far East.

The Morgan Stanley Capital International World Index - An arithmetic, market 
value-weighted average of the performance of over 1,470 securities listed on 
the stock exchanges of countries in Europe, Australia, the Far East, Canada 
and the United States.

The Goldman Sachs 100 Convertible Bond Index currently includes 67 bonds and 
33 preferred stocks.  The original list of names was generated by screening 
for convertible issues of $100 million or greater in market capitalization.  
The index is priced monthly.

The Lehman Brothers Government Bond Index (the LEHMAN GOVERNMENT INDEX) is a 
measure of the market value of all public obligations of the U.S. Treasury; 
all publicly issued debt of all agencies of the U.S. Government and all 
quasi-federal corporations; and all corporate debt guaranteed by the U.S. 
Government. Mortgage-backed securities, flower bonds and foreign targeted 
issues are not included in the Lehman Government Index.

The Lehman Brothers Government/Corporate Bond Index (the LEHMAN 
GOVERNMENT/CORPORATE INDEX) is a measure of the market value of approximately 
5,300 bonds with a face value currently in excess of $1 million, which have 
at least one year to maturity and are rated "Baa" or higher (INVESTMENT 
GRADE) by a nationally recognized statistical rating agency.

The Lehman Brothers Government/Corporate Intermediate Bond Index (the LEHMAN 
GOVERNMENT/CORPORATE INTERMEDIATE INDEX) is composed of all bonds covered by 
the Lehman Brothers Government/Corporate Bond Index with maturities between 
one and 9.99 years. Total return comprises price appreciation/depreciation 
and income as a percentage of the original investment.  Indexes are 
rebalanced monthly by market capitalization.


                                       6

<PAGE>

The Lehman Brothers Intermediate Treasury Bond Index includes bonds with 
maturities between one and ten years with a face value currently in excess of 
$1 million, that are rated investment grade or higher by a nationally 
recognized statistical rating agency.

The Shearson Lehman Long-Term Treasury Bond Index is composed of all bonds 
covered by the Shearson Lehman Hutton Treasury Bond Index with maturities of 
10 years or greater.

The National Association of Securities Dealers Automated Quotation System 
(NASDAQ) Composite Index covers 4,500 stocks traded over the counter. It 
represents many small company stocks but is heavily influenced by about 100 
of the largest NASDAQ stocks. It is a value-weighted index calculated on 
price change only and does not include income.

The NASDAQ Industrial Index is composed of more than 3,000 industrial issues. 
It is a value-weighted index calculated on price change only and does not 
include income.

The Value Line (Geometric) Index is an unweighted index of the approximately 
1,700 stocks followed by the VALUE LINE INVESTMENT SURVEY.

The Salomon Brothers GNMA Index includes pools of mortgages originated by 
private lenders and guaranteed by the mortgage pools of the Government 
National Mortgage Association.

The Salomon Brothers' World Market Index is a measure of the return of an 
equally weighted basket of short-term (three month U.S. Government securities 
and bank deposits) investments in eight major currencies: the U.S. dollars, 
UK pounds sterling, Canadian dollars, Japanese yen, Swiss francs, French 
francs, German deutsche mark and Netherlands guilder.

The Salomon Brothers Broad Investment-Grade Bond Index contains approximately 
3,800 Treasury and agency, corporate and mortgage bonds with a rating of BBB 
or higher, a stated maturity of at least one year, and a par value 
outstanding of $25 million or more. The index is weighted according to the 
market value of all bond issues included in the index.

The Salomon Brothers High Grade Corporate Bond Index consists of publicly 
issued, non-convertible corporate bonds rated AA or AAA.  It is a 
value-weighted, total return index, including approximately 800 issues with 
maturities of 12 years or grater.

The Salomon Brothers World Bond Index measures the total return performance 
of high-quality securities in major sectors of the international bond market. 
 The index covers approximately 600 bonds from 10 currencies: Australian 
dollars, Canadian dollars, European Currency Units, French francs, Japanese 
yen, Netherlands guilder, Swiss francs, UK pounds sterling, U.S. dollars, and 
German deutsche marks.

The J.P. Morgan Global Government Bond Index is a total return, market 
capitalization weighted index, rebalanced monthly consisting of the following 
countries: Australia, Belgium, Canada, Denmark, France, Germany, Italy, 
Japan, Netherlands, Spain, Sweden, United Kingdom and United States.

The 50/50 Index assumes a static mix of 50% of the S&P 500 Index and 50% of 
the Lehman Government Corporate Index.

Other Composite Indices: 70% S&P 500 Index and 30% NASDAQ Industrial Index; 
35% S&P 500 Index and 65% Salomon Brothers High Grade Bond Index; and 65% S&P 
Index and 35% Salomon Brothers High Grade Bond Index.

The SEI Median Balanced Fund Universe measures a group of funds with an 
average annual equity commitment and an average annual bond - plus - private 
- - placement commitment greater than 5% each year. SEI must have at least two 
years of data for a fund to be considered for the population.

The Russell 2000/Small Stock Index comprises the smallest 2000 stocks in the 
Russell 3000 Index, and represents approximately 11% of the total U.S. equity 
market capitalization. The Russell 3000 Index comprises the 3,000 largest 
U.S. companies by market capitalization. The smallest company has a market 
value of roughly $20 million.


                                        7

<PAGE>

The Russell 2500 Index is comprised of the bottom 500 stocks in the Russell 
1000 Index, which represents the universe of stocks from which most active 
money managers typically select; and all the stocks in the Russell 2000 
Index. The largest security in the index has a market capitalization of 
approximately 1.3 billion.

The Consumer Price Index (or Cost of Living Index), published by the United 
States Bureau of Labor Statistics is a statistical measure of change, over 
time, in the price of goods and services in major expenditure groups.

STOCKS, BONDS, BILLS AND INFLATION, published by Hobson Associates, presents 
an historical measure of yield, price and total return for common and small 
company stocks, long-term government bonds, Treasury bills and inflation.

Savings and Loan Historical Interest Rates as published in the United States 
Savings & Loan League Fact Book.

Historical data supplied by the research departments of First Boston 
Corporation, the J.P. Morgan companies, Salomon Brothers, Merrill Lynch, 
Pierce, Fenner & Smith, Shearson Lehman Hutton and Bloomberg L.P.

The MSCI Combined Far East Free ex Japan Index is a market-capitalization 
weighted index comprising stocks in Hong Kong, Indonesia, Korea, Malaysia, 
Philippines, Singapore and Thailand.  Korea is included in the MSCI Combined 
Far East Free ex Japan Index at 20% of its market capitalization.

The First Boston High Yield Index generally includes over 180 issues with an 
average maturity range of seven to ten years with a minimum capitalization of 
$100 million.  All issues are individually trader-priced monthly.

In reports or other communications to shareholders, the Fund may also 
describe general economic and market conditions affecting the Options and may 
compare the performance of the Options with (1) that of mutual funds included 
in the rankings prepared by Lipper or similar investment services that 
monitor the performance of insurance company separate accounts or mutual 
funds, (2) IBC/Donoghue's Money Fund Report, (3) other appropriate indices of 
investment securities and averages for peer universe of funds which are 
described in this Statement of Additional Information, or (4) data developed 
by National Integrity or any of the Sub-Advisers derived from such indices or 
averages.

INDIVIDUALIZED COMPUTER GENERATED ILLUSTRATIONS

National Integrity may from time to time use computer-based software 
available through Morningstar, CDA/Wiesenberger and/or other firms to provide 
registered representatives and existing and/or potential owners of the 
contracts with individualized hypothetical performance illustrations for some 
or all of the Variable Account Options. Such illustrations may include, 
without limitation, graphs, bar charts and other types of formats presenting 
the following information: (i) the historical results of a hypothetical 
investment in a single Option; (ii) the historical fluctuation of the value 
of a single Option (actual and hypothetical); (iii) the historical results of 
a hypothetical investment in more than one Option; (iv) the historical 
performance of two or more market indices in relation to one another and/or 
one or more Options; (v) the historical performance of two or more market 
indices in comparison to a single Option or a group of Options; (vi) a market 
risk/reward scatter chart showing the historical risk/reward relationship of 
one or more mutual funds or Options to one or more indices and a broad 
category of similar anonymous variable annuity subaccounts; and (vii) Option 
data sheets showing various information about one or more Options (such as 
information concerning total return for various periods, fees and expenses, 
standard deviation, alpha and beta, investment objective, inception date and 
net assets). We reserve the right to republish figures independently provided 
by Morningstar or any similar agency or service.

   
    


                                       8

<PAGE>

   
    


   
PART 4 - DETERMINATION OF ACCUMULATION UNIT VALUES

The accumulation unit value of an Option will be determined on each day the 
New York Stock Exchange is open for trading. The accumulation units are 
valued as of the close of business on the New York Stock Exchange, which 
currently is 4:00 p.m., Eastern time. Each Option's accumulation unit value 
is calculated separately. For all Options, the accumulation unit value is 
computed by dividing the value of the securities held by the Option plus any 
cash or other assets, less its liabilities, by the number of outstanding 
units. Securities are valued using the amortized cost method of valuation, 
which approximates market value. Under this method of valuation, the 
difference between the acquisition 
    


                                         9

<PAGE>

   
cost and value at maturity is amortized by assuming a constant 
(straight-line) accretion of a discount or amortization of a premium to 
maturity. Cash, receivables and current payables are generally carried at 
their face value.
    

PART 5 - TAX FAVORED RETIREMENT PROGRAMS

The contracts described in the prospectus may be used in connection with 
certain tax-favored retirement programs, for groups and individuals. 
Following are brief descriptions of various types of qualified plans in 
connection with which National Integrity may issue a contract. National 
Integrity reserves the right to change its administrative rules, such as 
minimum contribution amounts, as needed to comply with the Code as to 
tax-favored retirement programs.

   
TRADITIONAL INDIVIDUAL RETIREMENT ANNUITIES
    

Code Section 408(b) permits eligible individuals to contribute to an 
individual retirement program known as a Traditional IRA. An individual who 
receives compensation and who has not reached age 70-1/2 by the end of the 
tax year may establish a Traditional IRA and make contributions up to the 
deadline for filing his or her federal income tax return for that year 
(without extensions). Traditional IRAs are subject to limitations on the 
amount that may be contributed, the persons who may be eligible, and on the 
time when distributions may begin. An individual may also rollover amounts 
distributed from another Traditional IRA, Roth IRA or another tax-favored 
retirement program to a Traditional IRA contract. Your Traditional IRA 
contract will be issued with a rider outlining the special terms of your 
contract that apply to Traditional IRAs. The Owner will be deemed to have 
consented to any other amendment unless the Owner notifies us that he or she 
does not consent within 30 days from the date we mail the amendment to the 
Owner.

   
ROTH INDIVIDUAL RETIREMENT ANNUITIES
    

Section 408(A) of the Code permits eligible individuals to contribute to an 
individual retirement program known as a Roth IRA. An individual who receives 
compensation may establish a Roth IRA and make contributions up to the 
deadline for filing his or her federal income tax return for that year 
(without extensions). Roth IRAs are subject to limitations on the amount that 
may be contributed, the persons who are eligible to contribute, and on the 
time when a tax-favored distribution may begin. An individual may also 
rollover amounts distributed from another Roth IRA or Traditional IRA to a 
Roth IRA contract. Your Roth IRA contract will be issued with a rider 
outlining the special terms of your contract which apply to Roth IRAs. Any 
amendment made for the purpose of complying with provisions of the Code and 
related regulations may be made without the consent of the Owner. The Owner 
will be deemed to have consented to any other amendment unless the Owner 
notifies us that he or she does not consent within 30 days from the date we 
mail the amendment to the Owner.

   
SIMPLE INDIVIDUAL RETIREMENT ANNUITIES
    

Currently, we do not issue Individual Retirement Annuities known as a "SIMPLE 
IRA" as defined in Section 408(p) of the Code.

   
TAX SHELTERED ANNUITIES
    

Section 403(b) of the Code permits the purchase of tax-sheltered annuities 
(TSA) by public schools and certain charitable, educational and scientific 
organizations described in Section 501(c)(3) of the Code. The contract is not 
intended to accept other than employee contributions. Such contributions are 
excluded from the gross income of the employee until the employee receives 
distributions from the contract. The amount of contributions to the TSA is 
limited to certain maximums imposed by Code sections 403(b), 415 and 402(g). 
Furthermore, the Code sets forth additional restrictions governing such items 
as transferability, distributions and withdrawals. Any employee should obtain 
competent tax advice as to the tax treatment and suitability of such an 
investment. Your contract will be issued with a rider outlining the special 
terms that apply to a TSA.


                                      10

<PAGE>

   
SIMPLIFIED EMPLOYEE PENSIONS
    

Section 408(k) of the Code allows employers to establish simplified employee 
pension plans (SEP-IRAS) for their employees, using the employees' IRAs for 
such purposes, if certain criteria are met. Under these plans the employer 
may, within specified limits, make deductible contributions on behalf of the 
employees to IRAs. Employers intending to use the contract in connection with 
such plans should seek competent advice. The SEP-IRA will be issued with a 
rider outlining the special terms of the contract.

   
CORPORATE AND SELF-EMPLOYED (H.R. 10 AND KEOGH) PENSION AND PROFIT SHARING PLANS
    

Sections 401(a) and 403(a) of the Code permit corporate employers to 
establish various types of tax-favored retirement plans for employees.  The 
Self-Employed Individuals' Tax Retirement Act of 1962, as amended, commonly 
referred to as "H.R. 10" or "Keogh," permits self-employed individuals also 
to establish such tax-favored retirement plans for themselves and their 
employees.  Such retirement plans may permit the purchase of the contract in 
order to provide benefits under the plans. Employers intending to use the 
contract in connection with these plans should seek competent advice. The 
Company can request documentation to substantiate that a qualified plan 
exists and is being properly administered. National Integrity does not 
administer such plans.


                                          11

<PAGE>

   
DEFERRED COMPENSATION PLANS OF STATE AND LOCAL GOVERNMENTS AND TAX-EXEMPT 
ORGANIZATIONS
    

Section 457 of the Code permits employees of state and local governments and 
tax-exempt organizations to defer a portion of their compensation without 
paying current taxes. The employees must be participants in an eligible 
deferred compensation plan. To the extent the contracts are used in 
connection with an eligible plan, employees are considered general creditors 
of the employer and the employer as Owner of the contract has the sole right 
to the proceeds of the contract. However, Section 457(g), as added by the 
Small Business and Jobs Protection Act (SBJPA) of 1996, provides that on and 
after August 20, 1996, a plan maintained by an eligible governmental employer 
must hold all assets and income of the plan in a trust, custodial account, or 
annuity contract for the exclusive benefit of participants and their 
beneficiaries. Plans in existence on August 20, 1996, should have established 
a trust, custodial account, or annuity contract by January 1, 1999. Loans to 
employees may be permitted under such plans; however, a Section 457 plan is 
not required to allow loans. Contributions to a contract in connection with 
an eligible government plan are subject to limitations. Those who intend to 
use the contracts in connection with such plans should seek competent advice. 
The Company can request documentation to substantiate that a qualified plan 
exists and is being properly administered. National Integrity does not 
administer such plans.


                                       12

<PAGE>

DISTRIBUTIONS UNDER TAX FAVORED RETIREMENT PROGRAMS

   
Distributions from tax-favored plans are subject to certain restrictions. 
Participants in qualified plans, with the exception of five-percent owners, 
must begin receiving distributions by April 1 of the calendar year following 
the later of either (i) the year in which the employee reaches age 70-1/2 or 
(ii) the calendar year in which the employee retires. Participants in 
Traditional IRAs must begin receiving distributions by April 1 of the 
calendar year following the year in which the employee reaches age 70-1/2. 
Additional distribution rules apply after the participant's death. If you 
don't take mandatory distributions you may owe a 50% penalty tax on any 
difference between the required distribution amount and the amount 
distributed. Owners of traditional IRAs and five percent owners must begin 
distributions by age 70-1/2.
    

The Taxpayer Relief Act of 1997 creating Roth IRAs eliminates mandatory 
distribution at age 70 1/2 for Roth IRAs.

Distributions from a tax-favored plan (not including a Traditional IRA 
subject to Code Section 408(a) Roth IRA) to an employee, surviving spouse, or 
former spouse who is an alternate payee under a qualified domestic relations 
order, in the form of a lump sum settlement or periodic annuity payments for 
a fixed period of fewer than 10 years are subject to mandatory income tax 
withholding of 20% of the taxable amount of the distribution, unless (1) the 
distributee directs the transfer of such amounts in cash to another plan or 
Traditional IRA; or (2) the payment is a minimum distribution required under 
the Code. The taxable amount is the amount of the distribution less the 
amount allocable to after-tax contributions. All other types of taxable 
distributions are subject to withholding unless the distributee elects not to 
have withholding apply.

We are not permitted to make distributions from a contract unless a request 
has been made. It is therefore your responsibility to comply with the minimum 
distribution rules. You should consult your tax adviser regarding these rules 
and their proper application.

The above description of the federal income tax consequences of the different 
types of tax-favored retirement plans which may be funded by the contract is 
only a brief summary and is not intended as tax advice. The rules governing 
the provisions of plans are extremely complex and often difficult to 
comprehend. Anything less than full compliance with all applicable rules, all 
of which are subject to change, may have adverse tax consequences. A 
prospective Owner considering adoption of a plan and purchase of a contract 
in connection therewith should first consult a qualified and competent tax 
adviser, with regard to the suitability of the contract as an investment 
vehicle for the plan.


                                         13

<PAGE>

PART 6 - FINANCIAL STATEMENTS

Ernst & Young LLP, Suite 2100, 400 West Market Street, Louisville, Kentucky 
40202, is our independent auditor and serves as independent auditor of the 
Separate Account.  Ernst & Young LLP on an annual basis will audit certain 
financial statements prepared by management and express an opinion on such 
financial statements based on their audits.

   
The financial statements of the Separate Account as of December 31, 1998, and 
for the periods indicated in the financial statements and the statutory-basis 
financial statements of National Integrity as of and for the years ended 
December 31, 1998 and 1997 included in this SAI have been audited by Ernst & 
Young LLP, independent auditors, as set forth in their reports included 
herein.
    

The financial statements of National Integrity should be distinguished from 
the financial statements of the Separate Account and should be considered 
only as they relate to the ability of National Integrity to meet its 
obligations under the contract. They should not be considered as relating to 
the investment performance of the assets held in the Separate Account.


                                          14

<PAGE>

   
Prospectus
    

                            IQ THE SMARTANNUITY
                      FLEXIBLE PREMIUM VARIABLE ANNUITY
            issued by NATIONAL INTEGRITY LIFE INSURANCE COMPANY

   
This prospectus describes a flexible premium variable annuity contract offered
by National Integrity Life Insurance Company, a subsidiary of ARM Financial
Group, Inc. The contracts provide several types of benefits, some of which have
tax-favored status under the Internal Revenue Code of 1986, as amended. You may
allocate contributions to different investment divisions of our Separate Account
I, referred to as Variable Account Options and Fixed Accounts. Together, the
Variable Account Options and Fixed Account Options are referred to as INVESTMENT
OPTIONS. There is no sales load on the contracts.
    

   
Contributions you make to the Variable Account Options are invested in shares 
of corresponding Portfolios of the Variable Insurance Products Fund (VIP), 
Variable Insurance Products Fund II (VIP II), and Variable Insurance Products 
Fund III (VIP III) (the PORTFOLIOS or PORTFOLIO). The Portfolios are managed 
by Fidelity Management & Research Company. The values allocated to the 
Options reflect the investment performance of the Portfolios. The prospectus 
for the Portfolios describes each one's investment objectives, policies and 
risks. There are fourteen Variable Account Options, which invest in the 
following Portfolios:
    

   
- -    VIP Money Market Portfolio: Initial Class             
- -    VIP High Income Portfolio: Service Class              
- -    VIP Equity-Income Portfolio: Service Class            
- -    VIP Growth Portfolio: Service Class                   
- -    VIP Overseas Portfolio: Service Class                 
- -    VIP III Balanced Portfolio: Service Class             
- -    VIP III Growth & Income Portfolio: Service Class      
- -    VIP II Investment Grade Bond Portfolio: Initial Class
- -    VIP II Asset Manager Portfolio: Service Class
- -    VIP II Index 500 Portfolio: Initial Class
- -    VIP II Contrafund Portfolio: Service Class
- -    VIP II Asset Manager: Growth Portfolio: Service Class
- -    VIP III Growth Opportunities Portfolio: Service Class
- -    VIP III Mid Cap Portfolio: Service Class
    

   
We also offer Guaranteed Rate Options (GROS) and a Systematic Transfer Option 
(STO), together referred to as FIXED ACCOUNTS. The money you contribute to a 
GRO grows at a fixed interest rate that we declare at the beginning of the 
duration you select. A Market Value Adjustment will be made for withdrawals, 
surrenders, transfers and certain other transactions made before your GRO 
Account expires. However, your value under a GRO Account can't be decreased 
below an amount equal to your contribution less prior withdrawals, plus 
interest compounded at an annual effective rate of 3% (MINIMUM VALUE). An 
annual administration charge may apply, which may invade principal. The money 
you contribute to the STO grows at a fixed interest rate that we declare each 
calendar quarter, guaranteed never to be less than an effective annual yield 
of 3%.  YOU MUST TRANSFER ALL CONTRIBUTIONS YOU MAKE TO THE STO INTO OTHER 
INVESTMENT OPTIONS WITHIN ONE YEAR OF CONTRIBUTION ON A MONTHLY OR QUARTERLY 
BASIS.
    

This prospectus contains information about the contracts that you should know
before you invest. Read this prospectus and any supplements, and retain them for
future reference. This prospectus isn't valid unless provided with the current
prospectus for the Portfolios, which you should also read.

For further information and assistance, contact our Administrative Office at
National Integrity Life Insurance Company, 15 Matthews Street, Suite 200,
Goshen, NY 10924. You may also call the following toll-free number:
1-800-433-1778.

A registration statement relating to the contracts, which includes a Statement
of Additional Information (SAI) dated May 1, 1999, has been filed with the
Securities and Exchange Commission. The SAI is incorporated by reference into
this 

<PAGE>

   
prospectus. A free copy of the SAI is available by writing to or calling our 
Administrative Office. A table of contents for the SAI is found in Appendix C.
    

   
    

   
THESE SECURITIES HAVEN'T BEEN APPROVED OR DISAPPROVED BY THE SECURITIES 
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE 
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR 
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL 
OFFENSE.
    


   
You can review and copy information about IQ the SMARTAnnuity at the SEC's 
Public Reference Room in Washington, D.C.  For hours of operation of the 
Public Reference Room, please call 1-800-SEC-0330.  You may also obtain 
information about IQ the SMARTAnnuity on the SEC's Internet site at 
http://www.sec.gov, or, upon payment of a duplicating fee, by writing the 
SEC's Public Reference Section, Washington, D.C. 20459-6009.
    


THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF OR GUARANTEED BY ANY BANK, NOR
ARE THEY INSURED BY THE FDIC; THEY ARE SUBJECT TO INVESTMENT RISKS, INCLUDING
POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.

The date of this Prospectus is May 1, 1999.

<PAGE>

                                       TABLE OF CONTENTS


   
<TABLE>
<CAPTION>
PART 1 - SUMMARY                                                                              PAGE
<S>                                                                                           <C>
Your Variable Annuity Contract..................................................................1
Your Benefits...................................................................................1
How Your Contract is Taxed......................................................................1
Your Contributions..............................................................................1
Your Investment Options.........................................................................1
Account Value, Adjusted Account Value and Cash Value ...........................................2
Transfers.......................................................................................2
Charges and Fees................................................................................2
Withdrawals.....................................................................................2
Your Initial Right to Revoke....................................................................2
Risk/Return Summary, Investments and Risks......................................................2
Year 2000.......................................................................................3
Table of Annual Fees and Expenses...............................................................3
Examples........................................................................................5

PART 2 - NATIONAL INTEGRITY AND THE SEPARATE ACCOUNT

National Integrity Life Insurance Company.......................................................6
The Separate Account and the Variable Account Options...........................................6
Assets of Our Separate Account..................................................................6
Changes In How We Operate.......................................................................6

PART 3 - YOUR INVESTMENT OPTIONS

The Portfolios..................................................................................7
      The Portfolios' Investment Adviser........................................................7
      Investment Objectives of the Portfolios...................................................7
      Fixed Accounts............................................................................9
      Guaranteed Rate Options...................................................................9
         Renewals of GRO Accounts..............................................................10
         Market Value Adjustments..............................................................10
      Systematic Transfer Option...............................................................11

PART 4 - DEDUCTIONS AND CHARGES

Separate Account Charges.......................................................................11
Annual Administrative Charge...................................................................11
Reduction or Elimination of Separate Account or Administrative Charges.........................11
Portfolio Charges..............................................................................11
State Premium Tax Deduction....................................................................11
Transfer Charge................................................................................12
Tax Reserve....................................................................................12

PART 5 - TERMS OF YOUR VARIABLE ANNUITY

Contributions Under Your Contract..............................................................12

</TABLE>
    

<PAGE>

   
<TABLE>
<S>                                                                                            <C>
Your Account Value.............................................................................12
Units in Our Separate Account..................................................................12
How We Determine Unit Value....................................................................13
Transfers......................................................................................13
Withdrawals....................................................................................14
Assignments....................................................................................14
Death Benefits and Similar Benefit Distributions...............................................14
Annuity Benefits...............................................................................15
Annuities......................................................................................15
Annuity Payments...............................................................................16
Timing of Payment..............................................................................16
How You Make Requests and Give Instructions....................................................16

PART 6 - VOTING RIGHTS

Voting Rights..................................................................................16
How We Determine Your Voting Shares............................................................17
How Portfolio Shares Are Voted.................................................................17
Separate Account Voting Rights.................................................................17

PART 7 - TAX ASPECTS OF THE CONTRACTS

Introduction...................................................................................17
Your Contract is an Annuity....................................................................17
Taxation of Annuities Generally................................................................18
Distribution-at-Death Rules....................................................................19
Diversification Standards......................................................................19
Tax-Favored Retirement Programs................................................................19
Federal and State Income Tax Withholding.......................................................19
Impact of Taxes to National Integrity..........................................................19
Transfers Among Investment Options.............................................................19

PART 8 - ADDITIONAL INFORMATION

Systematic Withdrawals.........................................................................20
Income Plus Withdrawal Program.................................................................20
Dollar Cost Averaging..........................................................................21
Systematic Transfer Program....................................................................21
Customized Asset Rebalancing...................................................................21
Callan Asset Allocation and Rebalancing Program................................................21
Performance Information........................................................................22

PART 9 - PRIOR CONTRACTS

Prior Contracts................................................................................23

GLOSSARY.......................................................................................26

</TABLE>
    

<PAGE>

<TABLE>
<S>                                                                                            <C>
Appendix A  -  Financial Information...........................................................28
Appendix B  -  Illustration of a Market Value Adjustment.......................................30
Appendix C  -  SAI Table of Contents...........................................................32
</TABLE>

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS.

<PAGE>

PART 1 - SUMMARY

YOUR VARIABLE ANNUITY CONTRACT

   
In this prospectus, "we," "our" and "us" mean National Integrity Life Insurance
Company (NATIONAL INTEGRITY), a subsidiary of Integrity Life Insurance Company
and an indirect subsidiary of ARM Financial Group, Inc. (ARM). The terms "you"
and "your" mean the Annuitant, the person upon whose life the Annuity Benefit
and the Death Benefit are based, usually the Owner of the contract. If the
Annuitant doesn't own the contract, the Owner has all of the rights under the
contract until annuity payments begin. If there are Joint Owners, they share
contract rights and they must both sign for any changes or transactions. The
death of the first Joint Owner to die will determine the timing of
distributions.
    

   
You can invest for retirement by buying an IQ Smart Annuity if you properly
complete a Customer Profile form (an application or enrollment form may be
required in some states) and make a minimum initial contribution. Because the
premium is flexible, your future contributions can be any amount you choose, as
long as they are above the minimum required contribution, discussed below.
    

   
The latest your endowment or "retirement" date can be is your 90th birthday
unless your state law requires it to be a different date, or unless you specify
an earlier date.
    

YOUR BENEFITS

Your contract has an Account Value, an annuity benefit, and a death benefit.
These benefits are described in more detail below.

   
Your benefits under the contract may be controlled by the usual rules for
taxation of annuities, including the deferral of taxes on your investment growth
until you actually make a withdrawal. You should read Part 7, "Tax Aspects of
the Contracts" for more information, and possibly consult a tax adviser. The
contract can also provide your benefits under certain tax-favored retirement
programs, which may be subject to special eligibility and contribution rules.
    

   
    

HOW YOUR CONTRACT IS TAXED

   
Under the current tax laws, any increases in the value of your contributions
won't be considered part of your taxable income until you make a withdrawal.
However, most of the withdrawals you make before you are 59 1/2 years old are
subject to a 10% federal tax penalty on the taxable portion of the amounts
withdrawn.
    

YOUR CONTRIBUTIONS

   
The minimum initial contribution is $1,000. Contributions after your first one
can be as little as $100. Some tax-favored retirement plans allow smaller
contributions. See "Contributions Under Your Contract" in Part 5.
    

YOUR INVESTMENT OPTIONS

   
You may have your contributions placed in the Variable Account Options or the
Fixed Accounts, or place part of your contributions in each of them. The
Variable Account Options and the Fixed Accounts are together referred to as the
INVESTMENT OPTIONS. You may have money in as many as nine different Investment
Options at any one time. See "Contributions Under Your Contract" in Part 5. To
select Investment Options most suitable for you, see Part 3, "Your Investment
Options."
    

The Variable Account Options invest in shares of investment portfolios of mutual
funds. Each investment portfolio is referred to as a PORTFOLIO. The investment
goal of each Variable Account Option and its corresponding Portfolio is the


                                       1

<PAGE>

   
same. For example, if your investment goal is to save money for retirement, you
might choose a GROWTH oriented Variable Account Option, which invests in a
GROWTH Portfolio. Your value in a Variable Account Option will vary with the
performance of the corresponding Portfolio. For a full description of each
Portfolio, see that Portfolio's prospectus and Statement of Additional
Information.
    

ACCOUNT VALUE, ADJUSTED ACCOUNT VALUE AND CASH VALUE

   
Your ACCOUNT VALUE consists of the value of your Fixed Accounts added to the
value of your Variable Account Options. Your ADJUSTED ACCOUNT VALUE is your
Account Value, as increased or decreased by any Market Value Adjustments. Your
Account Value in the GROs can never be decreased below the Minimum Value. Your
CASH VALUE is equal to your Adjusted Account Value minus the pro-rata portion of
the annual administrative charge, if it applies. See "Charges and Fees" below.
    

TRANSFERS

   
You may transfer all or any part of your Account Value among the Investment 
Options, although there are some restrictions that apply.  You can find these 
in Part 5, "Transfers."  Any transfer must be at least $250 and may be 
arranged through our telephone transfer service. Transfers may also be made 
among certain Investment Options under the following special programs: (i) 
Dollar Cost Averaging, (ii) Customized Asset Rebalancing, (iii) Callan Asset 
Allocation and Rebalancing Program or (iv) to transfer your STO 
contributions. All of these programs are discussed in Part 8. If you make 
more than twelve transfers between your Investment Options in one contract 
year, your account can be charged up to $20 for each transfer after the first 
twelve.
    

CHARGES AND FEES

If your Account Value is less than $50,000 as of the last day of any contract 
year before your Retirement Date, an annual administrative expense charge of 
$30 is deducted from your Account.

A daily charge at an effective annual rate of 1.45% is deducted from the 
Account Value of each of your Variable Account Options to cover mortality and 
expense risks (1.30%) and certain administrative expenses (.15%).  The charge 
will never be greater than this. For more information, see Part 4, 
"Deductions and Charges."

   
Investment advisory fees and other expenses are deducted from amounts the
Separate Account invests in the Portfolios. Fidelity Management and Research
Company receives investment management fees from the Portfolios based on the
average net assets of each Portfolio. Advisory fees can't be increased without
the consent of shareholders. See "Table of Annual Fees and Expenses" below and
"The Portfolios' Investment Adviser" in Part 3.
    

WITHDRAWALS

   
You may make any number of withdrawals as often as you wish. Each withdrawal
must be at least $300.
    

YOUR INITIAL RIGHT TO REVOKE

You can cancel your contract within ten days after you receive it by 
returning it to our Administrative Office. We will extend the ten-day period 
as required by law in some states. If you cancel your contract, we'll return 
your entire contribution, with adjustments made for any investment gain or 
loss experienced by the Variable Account Option from the date you purchased 
it until the date we receive your cancelled contract, including any charges 
deducted.  If your state requires, we'll return all of your contributions 
without any adjustment.  We'll return the amount of any contribution to the 
Guaranteed Rate Option upon cancellation.


                                       2
<PAGE>

RISK/RETURN SUMMARY: INVESTMENTS AND RISKS

VARIABLE ANNUITY INVESTMENT GOALS

The investment goals of the IQ SMARTAnnuity are protecting your investment, 
building for retirement and providing future income.  We strive to achieve 
these goals through extensive portfolio diversification and superior 
portfolio management.


                                       3

<PAGE>

RISKS

An investment in any of the Variable Account Options carries with it certain 
risks, including the risk that the value of your investment will decline and 
you could lose money.  This could happen if one of the issuers of the stocks 
becomes financially impaired or if the stock market as a whole declines.  
Because most of the Variable Account Options are in common stocks, there's 
also the inherent risk that holders of common stock generally are behind 
creditors and holders of preferred stock for payments in the event of the 
bankruptcy of a stock issuer.

For a complete discussion of the risks associated with an investment in any 
particular Variable Account Option, see the prospectus of the corresponding 
Portfolio.

YEAR 2000

Many computer programs are written so that only the last two digits of the 
year are read. Because of this, many computer systems will read the year 2000 
as 1900. This could cause many programs to malfunction. National Integrity is 
evaluating, on an ongoing basis, its computer systems and the systems of 
other companies on which we rely, to determine if they'll function properly, 
and make the transition from 1999 to 2000 smoothly. These activities are 
designed to ensure that there is no adverse effect on our business 
operations. While we've been working very hard to make sure that this process 
will be problem-free, we can't guarantee that there won't be some Year 2000 
problems experienced by our systems and we can't make any representations or 
guarantees that the outside sources on which we rely will be ready to make a 
smooth transition to Year 2000 with their systems.


   
    


                                       4

<PAGE>

   
    

TABLE OF ANNUAL FEES AND EXPENSES

<TABLE>

<S>                                                                    <C>
CONTRACT OWNER TRANSACTION EXPENSES

      Sales Load on Purchases.......................................... $0
      Exchange Fee (1)................................................. $0

ANNUAL ADMINISTRATIVE CHARGE

      Annual Administrative Charge* .................................. $30
</TABLE>

   
 * This charge applies only if the Account Value is less than $50,000 at the 
   end of any contract year prior to your Retirement Date. See "Annual 
   Administrative Charge" in Part 4.
    

SEPARATE ACCOUNT ANNUAL EXPENSES
(AS A PERCENTAGE OF AVERAGE ACCOUNT VALUE) (2)

<TABLE>
      <S>                                                            <C>
      Mortality and Expense Risk Fees............................... 1.30%
      Administrative Expenses.......................................  .15%
                                                                     -----
      Total Separate Account Annual Expenses........................ 1.45%
                                                                     -----
                                                                     -----
</TABLE>


                                       5

<PAGE>

PORTFOLIO ANNUAL EXPENSES AFTER REIMBURSEMENT
(AS A PERCENTAGE OF AVERAGE NET ASSETS) (3)

   
<TABLE>
<CAPTION>
                                                       Management           Other               Total Annual
Portfolio                                              Fees(5)              Expenses            Expenses
- ---------                                              ----------           --------            ------------
<S>                                                    <C>                  <C>                 <C>
VIP Money Market: Initial Class...................        .20%              .10%                 .30%
VIP High Income: Service Class....................        .58%              .24%(3)              .82%
VIP Equity-Income: Service Class..................        .49%              .18%(3)(4)           .67%(4)
VIP Growth: Service Class.........................        .59%              .16%(3)(4)           .75%(4)
VIP Overseas: Service Class.......................        .74%              .23%(3)(4)           .97%(4)
VIP II Investment Grade Bond: Initial Class.......        .43%              .14%                 .57%
VIP II Asset Manager: Service Class...............        .54%              .23%(3)(4)           .77%(4)
VIP II Index 500: Initial Class...................        .24%              .11%(5)              .35%(5)
VIP II Contrafund: Service Class..................        .59%              .16%(3)(4)           .75%(4)
VIP II Asset Manager: Growth: Service Class.......         .59%             .29%(3)(4)           .88%(4)
VIP III Balanced: Service Class...................        .44%              .25%(3)(4)           .69%(4)
VIP III Growth Opportunities: Service Class.......        .59%              .20%(3)(4)           .79%(4)
VIP III Growth & Income: Service Class............        .49%              .21%(3)(4)           .70%(4)
VIP III Mid Cap Portfolio: Service Class..........        .56%              .54%(3)(5)          1.10%(5)
</TABLE>
    


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

(1) After the first twelve transfers during a contract year, we can charge a 
transfer fee of $20 for each transfer. This charge doesn't apply to transfers 
made for dollar cost averaging, asset rebalancing, or systematic transfers. 
See "Deductions and Charges - Transfer Charge" in Part 4.

(2) See "Deductions and Charges - Separate Account Charges" in Part 4.

(3) The  "Other Expenses" reflect the payment of 0.10% pursuant to a Rule 
12b-1 Plan adopted by the underlying Mutual Funds.

   
(4) Part of the brokerage commissions that certain Portfolios, or FMR on 
behalf of certain Portfolios, pay was used to reduce the Portfolios' 
expenses.  In addition, certain Portfolios have arranged with their custodian 
to use uninvested cash balances to reduce custodian expenses.  Including 
these reductions, the total operating expenses presented in the table would 
have been .68% for VIP Equity-Income Portfolio, .80% for VIP Growth 
Portfolio, 1.01% for VIP Overseas Portfolio, .78% for VIP II Asset Manager 
Portfolio, .80% for VIP II Contrafund Portfolio, .89% for VIP II Asset 
Manager: Growth Portfolio, .70% for VIP III Balanced Portfolio, .80% for VIP 
III Growth Opportunities Portfolio, and .71% for VIP III Growth and Income 
Portfolio.
    

(5) The investment adviser agreed to reimburse part of VIP II Index 500 
Portfolio's and VIP III Mid Cap Portfolio's expenses during the period.  
Without this reimbursement, management fees, other expenses and total 
expenses would 


                                       6

<PAGE>

have been .28%, .11%, and .39%, respectively for VIP II Index 500 Portfolio 
and .56%, 115.40% and 115.96%, respectively, for VIP III Mid Cap Portfolio.


                                       7

<PAGE>

EXAMPLES

   
The examples below show the expenses that the Annuitant would be charged per
$1,000 investment, assuming a $40,000 average contract value and a 5% annual
rate of return on assets.
    

   
Expenses per $1,000 investment if you surrender your contract at the end of 
the period shown:
    


   
<TABLE>
<CAPTION>
Portfolio                                            1 year            3 years        5 years           10 years
- ---------                                            ------            -------        -------           --------
<S>                                                  <C>               <C>            <C>               <C>
VIP Money Market: Initial Class.................     $18.68            $57.72          $ 99.12          $213.94
VIP High Income: Service Class..................     $24.01            $73.82          $126.12          $268.63
VIP Equity-Income: Service Class................     $22.58            $69.50          $118.91          $254.19
VIP Growth: Service Class.......................     $23.81            $73.20          $125.09          $266.58
VIP Overseas: Service Class.....................     $25.96            $79.66          $135.83          $287.91
VIP II Investment Grade Bond: Initial Class.....     $21.45            $66.10          $113.21          $242.70
VIP II Asset Manager: Service Class.............     $23.60            $72.59          $124.06          $264.53
VIP II Index 500: Initial Class.................     $19.19            $59.28          $101.74          $219.33
VIP II Contrafund: Service Class................     $23.81            $73.20          $125.09          $266.58
VIP II Asset Manager: Growth: Service Class.....     $24.73            $75.97          $129.70          $275.78
VIP III Balanced: Service Class.................     $22.78            $70.12          $119.94          $256.27
VIP III Growth Opportunities: Service Class.....     $23.81            $73.20          $125.09          $266.58
VIP III Growth & Income: Service Class..........     $22.88            $70.43          $120.46          $257.30
VIP III Mid Cap: Service Class..................     $32.62            $99.45          $168.47          $351.09
</TABLE>
    

   
Expenses per $1,000 investment if you elect the normal form of annuity or don't
surrender your contract at the end of the applicable period:
    

   Same expenses per $1,000 investment as shown in table immediately above.

   
These examples assume that all of the fixed charges of the Separate Account 
and of the investment advisory fees and other expenses of the Portfolios will 
continue as they were for their most recent fiscal year or estimated expenses 
(after reimbursement), if applicable. ACTUAL PORTFOLIO EXPENSES MAY BE MORE 
OR LESS. The annual rate of return assumed in the examples isn't an estimate 
or guarantee of future investment performance. The table also assumes an 
estimated $40,000 average contract value, so that the administrative charge 
per $1,000 of net asset value in the Separate Account is $0.75. This per 
$1,000 charge would be higher for smaller Account Values and lower for higher 
values.
    

   
The table and examples above are to help you understand the various costs and 
expenses that apply to your contract, directly or indirectly. These tables 
show expenses of the Separate Account as well as those of the Portfolios. 
Premium taxes may also apply when you receive a payout of your contributions.
    


                                       8

<PAGE>

CONSOLIDATED FINANCIAL INFORMATION IS FOUND IN APPENDIX A


                                       9

<PAGE>

PART 2 - NATIONAL INTEGRITY AND THE SEPARATE ACCOUNT

NATIONAL INTEGRITY LIFE INSURANCE COMPANY

   
National Integrity is a stock life insurance company organized under the laws of
New York. Our principal executive office is in Goshen, NY. We are authorized to
sell life insurance and annuities in nine states and the District of Columbia.
We sell flexible premium annuity contracts with underlying investment options
other than the Funds, and fixed single premium annuities. We also provide
administrative and investment support for products designed, underwritten and
sold by other companies.
    

   
National Integrity is a subsidiary of ARM Financial Group Inc., which
specializes in providing retail and institutional customers with products and
services designed for long-term savings and retirement planning. ARM is a
publicly traded company listed on the New York Stock Exchange under the symbol
"ARM." At December 31, 1998, ARM had $9.9 billion of assets under management.
    

THE SEPARATE ACCOUNT AND THE VARIABLE ACCOUNT OPTIONS

   
The Separate Account was established in 1986, and is maintained under the
insurance laws of the State of New York. It is a unit investment trust, which is
a type of investment company, registered with the Securities and Exchange
Commission (the SEC). SEC registration doesn't mean that the SEC is involved in
any way in supervising the management or investment policies of the Separate
Account. Each Variable Account Option invests in shares of a corresponding
Portfolio. We may establish additional Options from time to time. The Variable
Account Options currently available to you are listed in Part 3, "Your
Investment Options." Prior to September 3, 1991, the Portfolios invested in
shares of corresponding portfolios of Prism Investment Trust.
    

ASSETS OF OUR SEPARATE ACCOUNT

Under New York law, we own the assets of our Separate Account and use them to
support the variable portion of yours and other variable annuity contracts.
Annuitants under other variable annuity contracts participate in the Separate
Account in proportion to the amounts in their contracts. We can't use the
Separate Account's assets supporting the variable portion of these variable
contracts to satisfy liabilities arising out of any of our other businesses.
Under certain unlikely circumstances, one Variable Account Option may be liable
for claims relating to the operations of another Option.

Income, gains and losses, whether or not realized, from assets allocated to the
Separate Account are credited to or charged against the Separate Account without
regard to our other income, gains or losses. We may allow charges owed to us to
stay in the Separate Account, and in that way, we can participate
proportionately in the Separate Account. Amounts in the Separate Account in
excess of reserves and other liabilities belong to us, and we may transfer them
to our general account.

CHANGES IN HOW WE OPERATE

   
We can change how we or our Separate Account operate, subject to your approval
when required by the Investment Company Act of 1940 ("1940 ACT") or other
applicable law or regulation. We'll notify you if any changes result in a
material change in the underlying investments of a Variable Account Option. WE
MAY:
    

- - add Options to, or remove Options from, our Separate Account, combine two 
  or more Options within our Separate Account, or withdraw assets relating to 
  your contract from one Option and put them into another;

- - register or end the registration of the Separate Account under the 1940 Act;

- - operate our Separate Account under the direction of a committee or 
  discharge a committee at any time (the committee may be composed of a 
  majority of persons who are "interested persons" of National Integrity 
  under the 1940 Act);

- - restrict or eliminate any voting rights of Owners or others who have voting 
  rights that affect our Separate Account;

   
- - cause one or more Option(s) to invest in a mutual fund other than or in 
  addition to the Portfolios;
    

- - operate our Separate Account or one or more of the Options in any other 
  form the law allows, including a form that allows us to make direct 
  investments. We may make any legal investments we wish. In choosing these 
  investments, we'll rely on our own or outside counsel for advice.


                                      10

<PAGE>





                                      11

<PAGE>

PART 3 - YOUR INVESTMENT OPTIONS

THE PORTFOLIOS

Management fees and other expenses deducted from each Portfolio are described 
in that Portfolio's prospectus.  FOR A PROSPECTUS CONTAINING MORE COMPLETE 
INFORMATION ON ANY PORTFOLIO, CALL OUR ADMINISTRATIVE OFFICE TOLL-FREE AT 
1-800-433-1778.

Each of the Portfolios is an open-end diversified management investment company
registered with the SEC.

   
The Portfolios serve as investment vehicles for variable annuity and 
variable life contracts of insurance companies. Shares of the Portfolios are 
currently available to the separate accounts of a number of insurance 
companies, both affiliated and unaffiliated with FMR or National Integrity. 
The Board of Trustees of each of the Portfolios is responsible for monitoring 
the Fund for any material irreconcilable conflict between the interests of 
the policyowners of all separate accounts investing in the Portfolio and 
determining what action, if any, should be taken in response. If we believe 
that a Portfolio's response to any of those events doesn't adequately protect 
our contract owners, we'll see to it that appropriate and available action is 
taken. See the Portfolios' prospectus for a further discussion of the risks 
associated with the offering of shares to our Separate Account and the 
separate accounts of other insurance companies.
    

   
THE PORTFOLIOS' INVESTMENT ADVISER. Fidelity Management & Research Company (FMR)
is a registered investment adviser under the Investment Advisers Act of 1940. It
serves as the investment adviser to each Portfolio. Bankers Trust Company ("BT")
is the VIP II Index 500 Portfolio's sub-adviser. BT, a New York banking
corporation, is a wholly owned subsidiary of Bankers Trust New York Corporation.
    

   
INVESTMENT OBJECTIVES OF THE PORTFOLIOS. Below is a summary of the investment
objectives of the Portfolios of Fidelity's VIP Funds. There are no guarantees
that a Portfolio will be able to achieve its objective. YOU SHOULD READ
FIDELITY'S VIP FUNDS' PROSPECTUS CAREFULLY BEFORE INVESTING.
    

   
VIP MONEY MARKET PORTFOLIO
    

VIP Money Market Portfolio seeks to earn a high level of current income while
preserving capital and providing liquidity. It invests only in high-quality,
U.S. dollar denominated money market securities of domestic and foreign issuers,
such as certificates of deposit, obligations of governments and their agencies,
and commercial paper and notes.

   
VIP HIGH INCOME PORTFOLIO
    

   
VIP High Income Portfolio seeks a high current income, while also considering
growth of capital. It normally invests at least 65% of its total assets in
income-producing debt securities, preferred stocks, and convertible securities,
with an emphasis on lower-quality debt securities.
    

   
VIP EQUITY-INCOME PORTFOLIO
    

   
VIP Equity-Income Portfolio seeks reasonable income. The Portfolio will also 
consider the potential for capital appreciation. The Portfolio seeks a yield 
that exceeds the composite yield on the securities comprising the S&P 500. 
FMR normally invests at least 65% of the Portfolio's total assets in 
income-producing equity securities.
    


                                      12

<PAGE>

   
VIP GROWTH PORTFOLIO
    

VIP Growth Portfolio seeks capital appreciation.  FMR invests the Portfolio's 
assets in companies FMR believes have above-average growth potential.  Growth 
may be measured by factors such as earnings or revenue.  Companies with high 
growth potential tend to be companies with higher than average price/earnings 
(P/E) ratios.  Companies with strong growth potential often have new 
products, technologies, distribution channels or other opportunities for have 
a strong industry market position.  The stocks of these companies are often 
called "growth" stocks.

   
VIP OVERSEAS PORTFOLIO
    

VIP Overseas Portfolio seeks long-term growth of capital primarily through
investments in foreign securities. It normally invests at least 65% of its
assets in foreign securities.

   
VIP II INVESTMENT GRADE BOND PORTFOLIO
    

   
VIP II Investment Grade Bond Portfolio seeks as high a level of current income
as is consistent with the preservation of capital by investing in U.S.
dollar-denominated investment-grade bonds.
    

   
VIP II ASSET MANAGER PORTFOLIO
    

VIP II Asset Manager Portfolio seeks high total return with reduced risk over
the long-term by allocating its assets among stocks, bonds and short-term money
market instruments.

   
VIP II INDEX 500 PORTFOLIO
    

VIP II Index 500 Portfolio seeks to provide investment results that correspond
to the total return (i.e., the combination of capital changes and income) of
common stocks publicly traded in the United States. In seeking this objective,
the Portfolio attempts to duplicate the composition and total return of the
Standard & Poor's 500 Composite Stock Price Index while keeping transaction
costs and other expenses low.

   
VIP II CONTRAFUND PORTFOLIO
    

VIP II Contrafund Portfolio seeks long-term capital appreciation. FMR normally
invests the Portfolio's assets primarily in common stocks. FMR invests the
Portfolio's assets in securities of companies whose value FMR believes is not
fully recognized by the public. The types of companies in which the Portfolio
may invest include companies experiencing positive fundamental change such as a
new management team or product launch, a significant cost-cutting initiative, a
merger or acquisition, or a reduction in industry capacity that should lead to
improved pricing; companies whose earning potential has increased or is expected
to increase more than generally perceived; companies that have enjoyed recent
market popularity but which appear to have temporarily fallen out of favor for
reasons that are considered non-recurring or short-term; and companies that are
undervalued in relation to securities of other companies in the same industry.

   
VIP II ASSET MANAGER: GROWTH PORTFOLIO
    

VIP II Asset Manager: Growth Portfolio is an asset allocation fund that seeks to
maximize total return over the long term through investments in stocks, bonds,
and short-term money market instruments. The fund has a neutral mix, which
represents the way the fund's investments will generally be allocated over the
long term. The range and approximate neutral mix for each asset class are shown
below:

<TABLE>
<CAPTION>
                                    Range               Neutral Mix
                                    -----               -----------
<S>                                 <C>                 <C>
          Stock Class               50-100%             70%
          Bond Class                  0-50%             25%
          Short-Term/
          Money Market Class          0-50%              5%
</TABLE>


                                       13

<PAGE>

   
VIP III GROWTH OPPORTUNITIES PORTFOLIO
    

VIP III Growth Opportunities Portfolio seeks to provide capital growth.  FMR 
normally invests the Portfolio's assets primarily in common stocks. FMR may 
also invest the Portfolio's assets in other types of securities, including 
bonds, which may be lower-quality debt securities.

   
VIP III BALANCED PORTFOLIO
    

   
VIP III Balanced Portfolio seeks both income and growth of capital by 
investing approximately 65% of assets in stocks and other equity securities, 
and the remainder in bonds and other debt securities, including lower quality 
debt securities, when its outlook is neutral.
    

   
VPI III GROWTH & INCOME PORTFOLIO
    

VIP III Growth & Income Portfolio seeks high total return through a 
combination of current income and capital appreciation.  FMR normally invests 
a majority of the Portfolio's assets in common stocks with a focus on those 
that pay current dividends and show potential for capital appreciation.  FMR 
may also invest the Portfolio's assets in bonds, including lower-quality debt 
securities, as well as stocks that are not currently paying dividends, but 
offer prospects for future income or capital appreciation.

   
VPI III MID CAP PORTFOLIO
    

FMR normally invests the VIP III Mid Cap Portfolio's assets primarily in 
common stocks.  FMR normally invests at least 65% of the Portfolio's total 
assets in securities of companies with medium market capitalizations.  Medium 
market capitalization companies are those whose market capitalization is 
similar to the capitalization of companies in the S&P Mid Cap 400 at the time 
of the investment.  Companies whose capitalization no longer meets this 
definition after purchase continue to be considered to have a medium market 
capitalization for purposes of the 65% policy.


                                      14

<PAGE>

   
FIXED ACCOUNTS
    

   
FOR VARIOUS LEGAL REASONS, INTERESTS IN CONTRACTS ATTRIBUTABLE TO FIXED ACCOUNTS
HAVEN'T BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ("1933 ACT"), OR THE
INVESTMENT COMPANY ACT OF 1940 ("1940 ACT"). THUS, NEITHER THESE CONTRACTS NOR
OUR GENERAL ACCOUNT, WHICH GUARANTEES THE VALUES AND BENEFITS UNDER THOSE
CONTRACTS, ARE GENERALLY SUBJECT TO REGULATION UNDER THE PROVISIONS OF THE 1933
ACT OR THE 1940 ACT. ACCORDINGLY, WE HAVE BEEN ADVISED THAT THE STAFF OF THE
SECURITIES AND EXCHANGE COMMISSION HASN'T REVIEWED THE DISCLOSURE IN THIS
PROSPECTUS RELATING TO THE FIXED ACCOUNTS OR THE GENERAL ACCOUNT. DISCLOSURES
REGARDING THE FIXED ACCOUNTS OR THE GENERAL ACCOUNT MAY, HOWEVER, BE SUBJECT TO
CERTAIN GENERALLY APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES LAWS RELATING
TO THE ACCURACY AND COMPLETENESS OF STATEMENTS MADE IN PROSPECTUSES.
    

   
GUARANTEED RATE OPTIONS
    

   
We offer GROs with durations of two, three, five, seven and ten years. We can
change the durations available from time to time. When you put money in a GRO,
that locks in a fixed effective annual interest rate that we declare (GUARANTEED
INTEREST RATE) for the duration you select. The duration of your GRO Account is
the GUARANTEE PERIOD. Each contribution or transfer to a GRO establishes a new
GRO Account for the duration you choose at the then-current Guaranteed Interest
Rate we declare. We won't declare an interest rate less than 3%. Each GRO
Account expires at the end of the duration you have selected. See "Renewals of
GRO Accounts" below. All contributions you make to a GRO are placed in a
non-unitized separate account. Values and benefits under your contract
attributable to GROs are guaranteed by the reserves in our GRO separate account
as well as by our General Account.
    

   
The value of each of your GRO Accounts is referred to as a GRO VALUE. The GRO
Value at the expiration of the GRO Account, assuming you haven't transferred or
withdrawn any amounts, will be the amount you put in plus interest at the
Guaranteed Interest Rate. We credit interest daily at an effective annual rate
equal to the Guaranteed Interest Rate.
    

   
We may declare a higher rate of interest in the first year for any 
Contribution allocated to a GRO that exceeds the Guaranteed Interest Rate 
credited during the rest of the Guarantee Period (ENHANCED RATE). This 
Enhanced Rate will be guaranteed for the Guaranteed Period's first year and 
declared at the time of purchase. We can declare and credit additional 
interest based on Contribution, Account Value, withdrawal dates, economic 
conditions or on any other lawful, nondiscriminatory basis (ADDITIONAL 
INTEREST).  Any Enhanced Rate and Additional Interest credited to your GRO 
Account will be separate from the Guaranteed Interest Rate and not used in 
the Market Value Adjustment formula. THE ENHANCED RATE OR ADDITIONAL INTEREST 
MAY NOT BE AVAILABLE IN CERTAIN STATES.
    

   
Each group of GRO Accounts of the same duration is considered one GRO. For 
example, all of your three-year GRO Accounts are one GRO while all of your 
five-year GRO Accounts are another GRO, even though they may have different 
maturity dates.
    

You can get our current Guaranteed Interest Rates by calling our Administrative
Office.

ALLOCATIONS TO GROS MAY NOT BE MADE UNDER CONTRACTS ISSUED IN CERTAIN STATES.

RENEWALS OF GRO ACCOUNTS. When a GRO Account expires, we'll set up a new GRO
Account for the same duration as your old one, at the then-current Guaranteed
Interest Rate, unless you withdraw your GRO Value or transfer it to another
Investment Option. We'll notify you in writing before your GRO Account expires.
You must tell us before the expiration of your GRO Accounts if you want to make
any changes.

   
The effective date of a renewal of a GRO Account will be the expiration date 
of the old GRO Account. You will receive the Guaranteed Interest Rate that is 
in effect on that date. If a GRO Account expires and it can't be renewed for 
the same duration, the new GRO Account will be set up for the next shortest 
available duration.  For example, if your expiring GRO Account was for 10 
years and when it expires, we don't offer a 10-year GRO, but we do offer a 
seven-year GRO, your new one will be for seven years. If you want something 
different, you can tell us within 30 days 
    


                                      15

<PAGE>

before the GRO Account expires. You can't choose, and we won't renew a GRO 
Account that expires after your Retirement Date.

   
MARKET VALUE ADJUSTMENTS. A MARKET VALUE ADJUSTMENT is an adjustment, either up
or down, that we make to your GRO Value if you make an early withdrawal or
transfer from your GRO Account. No Market Value Adjustment is made for free
withdrawal amounts or for withdrawals or transfers made within 30 days of the
expiration of the GRO Guarantee Period. In addition, we won't make a Market
Value Adjustment for a death benefit. The market adjusted value may be higher or
lower than the GRO Value, but will never be less than the MINIMUM VALUE. Minimum
Value is an amount equal to your contributions to the GRO Account, less previous
withdrawals from the GRO Account and administrative charges, plus 3% interest,
compounded annually. The administrative expense charge can invade the Minimum
Value.
    

The Market Value Adjustment we make to your GRO Account is based on the 
changes in our Guaranteed Interest Rate.  If our Guaranteed Interest Rate has 
increased since the time of your investment, the Market Value Adjustment will 
reduce your GRO Value (but not below the Minimum Value).  On the other hand, 
if our Guaranteed Interest Rate has decreased since the time of your 
investment, the Market Value Adjustment will increase your GRO Value.

The Market Value Adjustment (MVA) for a GRO Account is determined under the
following formula:

                               N/12                  N/12
    MVA =  GRO Value x [(1 + A)     / (1 + B + .0025)     - 1],  where

    A is the Guaranteed Interest Rate being credited to the GRO Account subject
    to the Market Value Adjustment,

    B is the current Guaranteed Interest Rate, as of the effective date of the
    application of the Market Value Adjustment, for current allocations to a GRO
    Account, the length of which is equal to the number of whole months
    remaining in your GRO Account. Subject to certain adjustments, if that
    remaining period isn't equal to an exact period for which we have declared a
    new Guaranteed Interest Rate, B will be determined by a formula that finds a
    value between the Guaranteed Interest Rates for GRO Accounts of the next
    highest and next lowest durations.

    N is the number of whole months remaining in your GRO Account.

   
For contracts issued in certain states, the formula above will be adjusted to
comply with state requirements.
    

   
If the remaining term of your GRO Account is 30 days or less, the Market Value
Adjustment for your GRO Account shall be zero. If for any reason we are no
longer declaring current Guaranteed Interest Rates, then to determine B we will
use the yield to maturity of United States Treasury Notes with the same
remaining term as your GRO Account, using a formula when necessary, in place of
the current Guaranteed Interest Rate or Rates.
    

   
For illustrations of the application of the Market Value Adjustment formula, see
Appendix B.
    


                                      16

<PAGE>

   
SYSTEMATIC TRANSFER OPTION
    

   
We also offer a Systematic Transfer Option that guarantees an interest rate 
that we declare in advance for each calendar quarter. This interest rate 
applies to all contributions made to the STO Account during the calendar 
quarter for which the rate has been declared. You must transfer all STO 
contributions into other Investment Options within one year of your most 
recent STO contribution. Transfers will be made automatically in 
approximately equal quarterly or monthly installments of not less than $1,000 
each. You can't transfer from other Investment Options into the STO. We 
guarantee that the STO's effective annual yield will never be less than 3%. 
See "Systematic Transfer Program" in Part 8 for details on this program. 
This option may not be available in some states.
    

PART 4 - DEDUCTIONS AND CHARGES

SEPARATE ACCOUNT CHARGES

   
National Integrity deducts a daily expense amount from the unit value equal to
an effective annual rate of 1.45% of the Account Value in the Variable Account
Options. We can't increase this daily expense rate without your consent.
    

   
Of the 1.45% total charge, .15% of the Account Value of the Variable Account
Options is used to reimburse us for administrative expenses not covered by the
annual administrative charge described below. The remaining 1.30% is deducted
for National Integrity's assuming the expense risk (.95%) and the mortality risk
(.35%) under the contract. The expense risk is the risk that our actual expenses
of administering the contracts will exceed the annual administrative expense
charge. Mortality risk, as used here, refers to the risk National Integrity
takes that annuitants, as a class of persons, will live longer than estimated
and National Integrity will be required to pay out more annuity benefits than
anticipated. The relative proportion of the mortality and expense risk charges
may be changed, but the total 1.30% effective annual risk charge can't be
increased.
    

National Integrity may realize a gain from these daily charges if they aren't
needed to meet the actual expenses incurred.

ANNUAL ADMINISTRATIVE CHARGE

   
If your Account Value is less than $50,000 on the last day of any contract year
before your Retirement Date, National Integrity charges an annual administrative
charge of $30. This charge is deducted pro-rata from your Account Value in each
Investment Option. The part of the charge deducted from the Variable Account
Options will reduce the number of units credited to you. The part of the charge
deducted from the Fixed Accounts is withdrawn in dollars. The annual
administrative charge is prorated in the event of the Annuitant's retirement,
death, annuitization, or termination of a contract during a contract year.
    

REDUCTION OR ELIMINATION OF SEPARATE ACCOUNT OR ADMINISTRATIVE CHARGES

   
We can reduce or eliminate the separate account or administrative charges for
individuals or groups of individuals if we anticipate expense savings. We may do
this based on the size and type of the group and the amount of the
contributions.
    

We won't unlawfully discriminate against any person or group if we reduce or
eliminate these charges.

PORTFOLIO CHARGES

The Separate Account buys shares of the Portfolios at net asset value. That
price reflects investment advisory fees and other direct expenses that have
already been deducted from the assets of the Portfolios. The amount charged for
investment management can't be increased without the approval of the
shareholders.


                                      17

<PAGE>

STATE PREMIUM TAX DEDUCTION

   
National Integrity won't deduct state premium taxes from your contributions
before investing them in the Investment Options, unless required to by your
state law. If the Annuitant elects an annuity benefit, we'll deduct any
applicable state premium taxes from the amount available for an annuity benefit.
State premium taxes currently range up to 4%.
    


                                      18

<PAGE>

TRANSFER CHARGE

If you make more than twelve transfers among your Investment Options during one
contract year, we may charge your account up to $20 for each additional transfer
during that year. Transfer charges don't apply to transfers under (i) Dollar
Cost Averaging, (ii) Customized Asset Rebalancing, (iii) the Callan Asset
Allocation and Rebalancing Program, or (iv) under systematic transfers from the
STO, nor will such transfers count towards the twelve free transfers you may
make in a contract year.

TAX RESERVE

We can make a charge in the future for taxes or for reserves set aside for
taxes, which will reduce the investment experience of the Variable Account
Options.

PART 5 - TERMS OF YOUR VARIABLE ANNUITY

CONTRIBUTIONS UNDER YOUR CONTRACT

   
You can make contributions of at least $100 at any time up to the Annuitant's 
Retirement Date. Your first contribution, however, can't be less than $1,000. 
We'll accept contributions of at least $50 for salary allotment programs. We 
have special rules for minimum contribution amounts for tax-favored 
retirement programs. See "Tax-Favored Retirement Programs" in the SAI.
    

   
We may limit the total contributions under one contract to $1,000,000 if you are
under age 76 or to $250,000 if you are over age 76. Once you reach nine years
before your Retirement Date, we may refuse to accept any contribution.
Contributions may also be limited by various laws or prohibited by National
Integrity for all Annuitants under the contract. If your contributions are made
under a tax-favored retirement program, we won't measure them against the
maximum limits set by law.
    

   
Contributions are applied to the various Investment Options you select and are
used to pay annuity and death benefits. Each contribution is credited as of the
date we have RECEIVED (as defined below) both the contribution and instructions
for allocation among the Investment Options at our Administrative Office,
PROVIDED THAT AT ANY TIME YOU MAY NOT HAVE AMOUNTS IN MORE THAN NINE INVESTMENT
OPTIONS. In determining the nine Investment Options, each of your GRO Accounts
counts as one Investment Option. Wire transfers of federal funds are deemed
received on the day of transmittal if credited to our account by 3 p.m. Eastern
Time, otherwise they are deemed received on the next Business Day. Contributions
by check or mail are deemed received when they are delivered in good order to
our Administrative Office. A BUSINESS DAY is defined as any day that the New
York Stock Exchange is open.
    

You can change your choice of Investment Options at any time by writing to the
Administrative Office. The request should indicate your contract number and the
specific change you want to make, and you should sign the request. When the
Administrative Office receives it, the change will be effective for any
contribution that accompanies it and for all future contributions. We can also
accept changes by telephone transfer. See "Transfers" in Part 5.

YOUR ACCOUNT VALUE

   
Your Account Value reflects various charges. See Part 4, "Deductions and
Charges." Annual deductions are made as of the last day of each contract year.
Market Value Adjustments, if applicable, are made as of the effective date of
the transaction. Charges against our Separate Account are reflected daily. Any
amount allocated to a Variable Account Option will go up or down in value
depending on the investment experience of that Option. The value of
contributions made to the Variable Account Options isn't guaranteed. The value
of your contributions made to Fixed Accounts is guaranteed, subject to any
applicable Market Value Adjustments. See "Guaranteed Rate Options" in Part 3.
    


                                      19

<PAGE>

   
UNITS IN OUR SEPARATE ACCOUNT
    

Allocations to the Variable Account Options are used to purchase units. On any
given day, the value you have in a Variable Account Option is the unit value
multiplied by the number of units credited to you in that Option. The units of
each Variable Account Option have different unit values.

   
The number of units purchased or redeemed (sold) in any Variable Account Option
is calculated by dividing the dollar amount of the transaction by the Option's
unit value, calculated as of the close of business that day. The number of units
for a Variable Account Option at any time is the number of units purchased less
the number of units redeemed. The value of units fluctuates with the investment
performance of the corresponding Portfolios, which in turn reflects the
investment income and realized and unrealized capital gains and losses of the
Portfolios, as well as their expenses. The unit values also change because of
deductions and charges we make to our Separate Account. The number of units
credited to you, however, won't vary because of changes in unit values. Units of
a Variable Account Option are purchased when you make new contributions or
transfer contributions you made to a different Option into that Option. Units
are redeemed when you make withdrawals or transfer amounts out of a Variable
Account Option into a different Option. We also redeem units to pay the death
benefit when the Annuitant dies and to pay the annual administrative charge.
    

HOW WE DETERMINE UNIT VALUE

   
We determine unit values for each Variable Account Option at 4 p.m. Eastern Time
on each Business Day.
    

   
The unit value of each Variable Account Option for any Business Day is equal to
the unit value for the previous Business Day multiplied by the net investment
factor for that Option on the current day. We determine a NET INVESTMENT FACTOR
for each Option as follows:
    

- - First, we take the value of the shares belonging to the Option in the 
  corresponding Portfolio at the close of business that day (before giving 
  effect to any transactions for that day, such as contributions or 
  withdrawals). For this purpose, we use the share value reported to us by 
  the Portfolios.

- - Next, we add any dividends or capital gains distributions by the Portfolio 
  on that day.

- - Then, we charge or credit for any taxes or amounts set aside as a reserve 
  for taxes.

- - Then, we divide this amount by the value of the amounts in the Option at the 
  close of business on the last day on which a unit value was determined 
  (after giving effect to any transactions on that day).

   
- - Finally, we subtract a daily asset charge for each calendar day since the 
  last day on which a unit value was determined (for example, a Monday 
  calculation will include charges for Saturday and Sunday). The daily charge 
  is equal to an effective annual rate of 1.45%. This charge is for the 
  mortality risk, administrative expenses and expense risk assumed by us under 
  the contract.
    

Generally, this means that we adjust unit values to reflect what happens to the
Portfolio, and also for the mortality and expense risk charge and any charge for
administrative expenses or taxes.

TRANSFERS

   
You may transfer your Account Value among the Variable Account Options and 
the GROs, subject to National Integrity's transfer restrictions. You can't 
make a transfer into the STO. Transfers to a GRO must be to a newly elected 
GRO (i.e. to a GRO you haven't already purchased) at the then-current 
Guaranteed Interest Rate, unless we agree otherwise. Transfers you make from 
a GRO Account, except within 30 days before your GRO Account expires, are 
subject to a Market Value Adjustment. See Guaranteed Rate Options" in Part 3. 
Transfers from GROs, will be made according to the order in which money was 
originally allocated to the GRO.
    


                                      20

<PAGE>

   
The amount transferred must be at least $250 or, if less, the entire amount 
in the Investment Option. You have twelve free transfers during a contract 
year. After those twelve transfers, a charge of up to $20 may apply to each 
additional transfer during that contract year. No charge will be made for 
transfers under our Dollar Cost Averaging, Customized Asset Rebalancing, 
Callan Asset Allocation and Rebalancing Program or systematic transfer 
programs, described in Part 8.
    

   
You may request a transfer by writing to our Administrative Office. Each request
for a transfer must specify the contract number, the amounts to be transferred
and the Investment Options to and from which the amounts are to be transferred.
Transfers may also be arranged through our telephone transfer service if you
have established a Personal Identification Number (PIN CODE). We'll honor
telephone transfer instructions from any person who provides correct identifying
information. We aren't responsible for any fraudulent telephone transfers that
we believe to be genuine in accordance with these procedures. You bear the risk
of loss if unauthorized persons make transfers on your behalf.
    

A transfer request will be effective as of the Business Day our Administrative
Office receives it. A transfer request doesn't change the allocation of current
or future contributions among the Investment Options. Telephone transfers may be
requested from 9:00 a.m. - 5:00 p.m., Eastern Time, on any day we're open for
business. You'll receive the Variable Account Options' unit values as of the
close of business on the day you call. Transfer requests received after 4:00
p.m. Eastern Time (or the close of the New York Stock Exchange, if earlier) will
be processed using unit values as of the close of business on the next Business
Day after the day you call. All transfers will be confirmed in writing.

   
Transfer requests submitted by agents or market timing services that represent
multiple policies will be processed no later than the next Business Day after
our Administrative Office receives the requests.
    

WITHDRAWALS

   
You may make any number of withdrawals as often as you wish. Each withdrawal 
must be for at least $300. The money will be taken from your Investment 
Options, pro-rata, in the same proportion that their value bears to your 
total Account Value.  For example, if your Account Value is divided in equal 
25% shares among four Investment Options, when you make a withdrawal, 25% of 
the money withdrawn will come from each of your Investment Options. You can 
tell us if you want your withdrawal handled differently.
    

   
When you make a partial withdrawal, the total amount deducted from your 
Account Value will include the withdrawal amount requested plus any Market 
Value Adjustments.  The total amount that you receive will be the total 
amount that you requested.  Most of the withdrawals you make before you are 
59 1/2 years old are subject to a 10% federal tax penalty. If your contract is
part of a tax-favored plan, the plan may limit your withdrawals. See Part 7, 
"Tax Aspects of the Contracts."
    

ASSIGNMENTS

   
If your contract isn't part of a tax-favored program, you may assign the 
contract before the Annuitant's Retirement Date. You can't, however, make a 
partial assignment. An assignment of the contract may have adverse tax 
consequences. See Part 7, "Tax Aspects of the Contracts." We won't be bound 
by an assignment unless it is in writing and our Administrative Office has 
received it in a form acceptable to us.
    

DEATH BENEFITS AND SIMILAR BENEFIT DISTRIBUTIONS

   

We'll pay a death benefit to the Annuitant's surviving beneficiary (or 
beneficiaries, in equal shares) if the last Annuitant dies before annuity 
payments have started. If the Annuitant dies at or over age 90 (or after the 
Contract's 10th anniversary date, if later), the death benefit is the 
contract account value at the end of the business day when we receive 
proof of death.  Similarly, if the Contract was issued on or after the 
youngest Annuitant's 86th birthday, the death benefit is the contract account 
value at the end of the business day when we receive proof of death.
    


                                      21

<PAGE>

   
For Contracts issued before the Annuitant's 86th birthday, if the Annuitant dies
before age 90 (or the Contract's 10th anniversary date, if later) before annuity
payments have started, the death benefit is the highest of:
    

   
    

   
    (a) Your highest Account Value on any contract anniversary before age 81, 
        plus subsequent contributions and minus subsequent withdrawals (after 
        being adjusted for associated charges and adjustments);
    

   
    (b) Total contributions, minus subsequent withdrawals (after being 
        adjusted for associated charges and adjustments); and 
    

   
    (c) Your current Account Value.
    

   
The reductions in the death benefit described in (a) and (b) above for 
subsequent withdrawals will be calculated on a pro-rata basis with respect to 
Account Value at the time of withdrawal.
    

Death benefits and benefit distributions required because of a separate 
Owner's death can be paid in a lump sum or as an annuity.  If a benefit 
option hasn't been selected for the beneficiary at the Annuitant's death, the 
beneficiary can select an option.

   
The Owner selects the beneficiary of the death benefit.  An Owner may change 
beneficiaries by sending the appropriate form to the Administrative Office.  
If an Annuitant's beneficiary doesn't survive the Annuitant, then the death 
benefit is generally paid to the Annuitant's estate. A death benefit won't be 
paid after the Annuitant's death if there is a contingent Annuitant. In that 
case, the contingent Annuitant becomes the new Annuitant under the contract. 
    

   
The maximum issue age for the Annuitant is 85 years old.
    

ANNUITY BENEFITS

All annuity benefits under your contract are calculated as of the Retirement 
Date you select. You can change the Retirement Date by writing to the 
Administrative Office any time before the Retirement Date. The Retirement 
Date can't be later than your 90th birthday or earlier, if required by law. 
Contract terms that apply to the various retirement programs, along with the 
federal tax laws, establish certain minimum and maximum retirement ages.

   
Annuity benefits may be a lump sum payment or paid out over time. A lump sum
payment will provide the Annuitant with the Cash Value under the contract,
shortly after the Retirement Date. The amount applied toward the purchase of an
annuity benefit will be the Adjusted Account Value, less any pro-rata annual
administrative charge, except that the Cash Value will be the amount applied
instead if the annuity benefit doesn't have a life contingency and either the
term is less than five years or the annuity can be commuted to a lump sum
payment.
    

ANNUITIES

   
Annuity benefits can provide for fixed payments, which may be made monthly,
quarterly, semi-annually or annually. You can't change or redeem the annuity
once payments have begun. For any annuity, the minimum initial payment must be
at least $100 monthly, $300 quarterly, $600 semi-annually or $1,200 annually.
    

If you haven't already selected a form of annuity, within six months prior to
your Retirement Date, we'll send you a notice form. You can tell us on the form
the type of annuity you want or confirm to us that we're to provide the normal


                                      22

<PAGE>

   
form of annuity, which is the LIFE AND TEN YEARS CERTAIN ANNUITY. However, if we
don't receive a completed form from you on or before your Retirement Date, we'll
extend the Retirement Date until we receive your written instructions at our
Administrative Office. During this extension, the values under your contract in
the various Investment Options will remain invested in those options and amounts
remaining in Variable Account Options will continue to be subject to the
associated investment risks. However, your Retirement Date can't be extended
beyond your 90th birthday or earlier, if required by law. You'll receive a lump
sum benefit if you don't make an election by then.
    

We currently offer the following types of annuities:

   
A LIFE AND TEN YEARS CERTAIN ANNUITY is a fixed life income annuity with 10
years of payments guaranteed, funded through our General Account.
    

   
A PERIOD CERTAIN ANNUITY provides for fixed payments to the Annuitant or the
Annuitant's beneficiary for a fixed period. The amount is determined by the
period you select when you select the type of annuity you want.. If the
Annuitant dies before the end of the period selected, the Annuitant's
beneficiary can choose to receive the total present value of future payments in
cash.
    

   
A PERIOD CERTAIN LIFE ANNUITY provides for fixed payments for at least the
period selected and after that for the life of the Annuitant or the lives of the
Annuitant and another annuitant under a joint and survivor annuity. If the
Annuitant (or the Annuitant and the other annuitant under a joint and survivor
annuity) dies before the period selected ends, the remaining payments will go to
the Annuitant's beneficiary. The Annuitant's beneficiary can redeem the annuity
and receive the present value of future guaranteed payments in a lump
sum.
    


                                      23

<PAGE>

   
A LIFE INCOME ANNUITY provides fixed payments to the Annuitant for the life of
the Annuitant, or until the last annuitant dies under a joint and survivor
annuity.
    

ANNUITY PAYMENTS

   
Fixed annuity payments won't change and are based upon annuity rates provided in
your contract. The size of payments will depend on the form of annuity that was
chosen and, in the case of a life income annuity, on the Annuitant's age (or
Annuitant and a joint annuitant in the case of a joint and survivor annuity) and
sex (except under most tax-favored retirement programs). If our annuity rates
then in effect would yield a larger payment, those rates will apply instead of
the contract rates.
    

   
    

   
If the age or sex of an annuitant has been misstated, any benefits will be those
that would have been purchased at the correct age and sex. Any overpayments or
underpayments made by us will be charged or credited with interest at the rate
of 6% per year. If we have made overpayments because of incorrect information
about age or sex, we'll deduct the overpayment from the next payment or payments
due. We add underpayments to the next payment.
    

TIMING OF PAYMENT

   
We normally apply your Adjusted Account Value to the purchase of an annuity
within seven days after we receive the required form at our Administrative
Office. We can defer our action, however, for any period during which
    

(1) the New York Stock Exchange has been closed or trading on it is restricted;

(2) an emergency exists so that disposal of securities isn't reasonably 
    practicable or it isn't reasonably practicable for a Separate Account fairly
    to determine the value of its net assets; or

   
(3) the SEC, by order, permits National Integrity to defer action in order to 
    protect persons with interests in the Separate Account. National Integrity 
    can defer payment of your Fixed Accounts for up to six months, and interest 
    will be paid on any such payment delayed for 30 days or more.
    

HOW YOU MAKE REQUESTS AND GIVE INSTRUCTIONS

   
When you write to our Administrative Office, use the address on the first page
of this prospectus. We can't honor your requests unless they are in proper and
complete form. Whenever possible, use one of our printed forms, which you can
get from our Administrative Office.
    

PART 6 - VOTING RIGHTS

VOTING RIGHTS

National Integrity is the legal owner of the shares of the Portfolios held by
the Separate Account and, as such, has the right to vote on certain matters.
Among other things, we may vote to elect the Portfolios' Boards of Directors, to
ratify the 


                                      24

<PAGE>

selection of independent auditors for the Portfolios, and on any other 
matters described in the Portfolios' current prospectus or requiring a vote 
by shareholders under the 1940 Act.

Whenever a shareholder vote is taken, we give you the opportunity to tell us 
how to vote the number of shares purchased as a result of contributions to 
your contract. We'll send you Portfolio proxy materials and a form for giving 
us voting instructions.

   
If we don't receive instructions in time from all Owners, we'll vote shares in a
Portfolio for which we have not received instructions in the same proportion as
we vote shares for which we have received instructions. Under eligible deferred
compensation plans and certain Qualified Plans, your voting instructions must be
communicated to us indirectly, through your employer, but we aren't responsible
for any failure by your employer to ask for your instructions or to tell us what
your instructions are. We'll vote any Portfolio shares that we're entitled to
vote directly, because of amounts we have accumulated in our Separate Account,
in the same proportion that other Owners vote. If the federal securities laws or
regulations or interpretations of them change so that we are permitted to vote
shares of the Portfolios in our own right or to restrict Owner voting, we may do
so.
    

HOW WE DETERMINE YOUR VOTING SHARES

   
You vote only on matters concerning the Portfolios in which your 
contributions have been invested. We determine the number of Portfolio shares 
in each Variable Account Option under your contract by dividing the amount of 
your Account Value allocated to that Option by the net asset value of one 
share of the corresponding Portfolio as of the record date set by the 
Portfolios' Boards for the shareholders' meeting. We count fractional shares. 
The record date for this purpose can't be more than 60 days before the 
meeting of the shareholders. After annuity payments have begun, voting rights 
are calculated in a similar manner based on the actuarially determined value 
of your interest in each Variable Account Option.
    

HOW PORTFOLIO SHARES ARE VOTED

   
All Portfolio shares are entitled to one vote; fractional shares have fractional
votes. Voting is on a Portfolio-by-Portfolio basis, except for certain matters
(for example, election of Directors) that require collective approval. On
matters where the interests of the individual Portfolios differ, the approval of
the shareholders in one Portfolio isn't needed to make a decision in another
Portfolio. If shares of the Portfolios are sold to separate accounts of other
insurance companies, the shares voted by those companies in accordance with
instructions received from their contract holders will dilute the effect of
voting instructions received by National Integrity from its Owners.
    

SEPARATE ACCOUNT VOTING RIGHTS

Under the 1940 Act, certain actions (such as some of those described under
"Changes in How We Operate" in Part 2) may require Owner approval. In that case,
you'll be entitled to a number of votes based on the value you have in the
Variable Account Options, as described above under "How We Determine Your Voting
Shares." We'll cast votes attributable to amounts we have in the Variable
Account Options in the same proportions as votes cast by Owners.

PART 7 - TAX ASPECTS OF THE CONTRACTS

INTRODUCTION

The effect of federal income taxes on the amounts held under a contract, on
annuity payments, and on the economic benefits to the Owner, Annuitant, and the
beneficiary or other payee may depend on National Integrity's tax status, on the
type of retirement plan, if any, for which the contract is purchased, and upon
the tax and employment status of the individuals concerned.

The following discussion of the federal income tax treatment of the contract
isn't designed to cover all situations and isn't intended to be tax advice. It's
based upon our understanding of the present federal income tax laws as currently
interpreted by the Internal Revenue Service (IRS) and various courts. We can't
guarantee that the tax code or the courts will or won't change their views on
the treatment of these contracts. Future legislation may affect annuity
contracts adversely. Moreover, we haven't attempted to consider any applicable
state or other tax laws. Because of the complexity 


                                      25

<PAGE>

   
of the tax laws and the fact that tax results will vary according to the 
particular circumstances, any one considering buying a contract, or selecting 
annuity payments under the contract, or receiving annuity payments under a 
contract should consult a qualified tax adviser. NATIONAL INTEGRITY DOESN'T 
MAKE ANY GUARANTEE REGARDING THE TAX STATUS, FEDERAL, STATE, OR LOCAL, OF ANY 
CONTRACT OR ANY TRANSACTION INVOLVING THE CONTRACTS.
    

YOUR CONTRACT IS AN ANNUITY

   
Under federal tax law, anyone can purchase an annuity with after-tax dollars 
and your annuity earnings won't be taxed until you make a withdrawal. Or, an 
individual (or employer) may buy the annuity to fund a tax-favored retirement 
program (contributions are with pre-tax dollars), such as an IRA or qualified 
plan. Finally, the individual (or employer) may buy the Annuity to fund a 
Roth IRA (contributions are with after-tax dollars and earnings are excluded 
from taxable income at distribution).
    

   
This prospectus covers the basic tax rules that apply to an annuity purchased 
directly with after-tax dollars, (NONQUALIFIED ANNUITY), and some of the 
special tax rules that apply to an annuity purchased to fund a tax-favored 
retirement program, (QUALIFIED ANNUITY). A qualified annuity may restrict 
your rights and benefits to qualify for its special treatment under the 
federal tax law.
    

TAXATION OF ANNUITIES GENERALLY

   
Section 72 of the Code governs the taxation of annuities. In general, 
contributions you put into the annuity (your "basis" or "investment" in the 
contract) won't be taxed when you receive those amounts back in a 
distribution. Also, an Owner isn't taxed on the annuity's earnings until some 
form of withdrawal or distribution is made under the contract. However, under 
certain circumstances, the increase in value may be subject to current 
federal income tax. For example, corporations, partnerships, and other 
non-natural persons can't defer tax on the annuity's income unless an 
exception applies. In addition, if an Owner transfers an annuity as a gift to 
someone other than a spouse (or former spouse), all increases in its value 
are taxed at the time of transfer. The assignment or pledge of any portion of 
the value of a contract will be treated as a distribution of that portion of 
the value of the contract.
    

You can take withdrawals from the contract or you can wait to annuitize it 
when the annuitant reaches a certain age.  The tax implications are different 
for each type of distribution.  Section 72 of the Code says that the proceeds 
of a full or partial withdrawal from a contract before annuity payments begin 
are first treated as taxable income, but only to the extent of the increase 
of the Account Value.  The rest of the withdrawal, representing your basis in 
the annuity, isn't taxable.  Generally, the investment or basis in the 
contract equals the contributions made by or on your behalf, minus any 
amounts previously withdrawn that were not treated as taxable income. Special 
rules may apply if the contract includes contributions made prior to August 
14, 1982 that were rolled over to the contract in a tax-free exchange.

   
If you take annuity payments over the lifetime of the annuitant, part of each 
payment is considered to be a tax-free return of your investment. This 
tax-free portion of each payment is figured using a ratio of the Owner's 
investment to his or her expected return under the contract (exclusion 
Ratio). Once you get the tax-free part, the rest of each payment will be 
considered the increase of your Account Value, and is ordinary income. That 
means that part of your payment is tax-free and part  of it is taxable. When 
all of these tax-free portions add up to your investment in the annuity, 
future payments are all counted as an increase in your Account Value, and are 
taxable income. If the Annuitant dies before recovering the total investment, 
a deduction for the remaining basis will generally be allowed on the Owner's 
final federal income tax return.
    

   
We may be required to withhold federal income taxes on all distributions unless
the eligible recipients elect not to have any amounts withheld and properly
notifies us of that election.
    

The taxable portion of a distribution is treated as ordinary income and is 
taxed at ordinary income tax rates. In addition, you may be subject to a tax 
penalty of 10% on the taxable portion of a distribution unless it is:

   
(1) on or after the date on which the taxpayer attains age 59 1/2;
    

   
(2) as a result of the Owner's death;
    

(3) part of a series of substantially equal periodic payments (paid at least 
    annually) for the life (or life expectancy) of the taxpayer or joint lives 
    (or joint life expectancies) of the taxpayer and beneficiary;


                                      26

<PAGE>

   
(4) a result of the taxpayer becoming disabled within the meaning of Code 
    Section 72(m)(7);
    

(5) from certain qualified plans (note, however, other penalties may apply);

(6) under a qualified funding asset (as defined in Section 130(d) of the Code);

(7) purchased by an employer on termination of certain types of qualified 
    plans and held by the employer until the employee separates from service;

(8) under an immediate annuity as defined in Code Section 72(u)(4); or

   
(9) for the purchase of a first home (distribution up to $10,000);
    

(10) for certain higher education expenses; or

(11) to cover certain deductible medical expenses.


Please note that items (9), (10) and (11) apply to IRAs only.

Any withdrawal provisions of your contract will also apply. See "Withdrawals" in
Part 5.

All annuity contracts issued by National Integrity or its affiliates to one
Annuitant during any calendar year are treated as a single contract in measuring
the taxable income that results from surrenders and withdrawals under any one of
the contracts.

DISTRIBUTION-AT-DEATH RULES

   
Under Section 72(s) of the Code, to be treated as an annuity, a contract must
provide the following distribution rules: (a) if any Owner dies on or after the
Retirement Date and before the entire interest in the contract has been
distributed, then the rest of that annuity must be distributed at least as
quickly as the method in effect when the Owner died; and (b) if any Owner dies
before the Retirement Date, the entire interest in the contract must be
distributed within five years. However, any interest that is payable to a death
beneficiary may be annuitized over the life of that beneficiary or over a period
not extending beyond the life expectancy of that beneficiary, so long as
distributions begin within one year after the Owner's death. If the beneficiary
is the Owner's spouse, the contract (along with the deferred tax status) may be
continued in the spouse's name as the Owner.
    

DIVERSIFICATION STANDARDS

National Integrity manages the investments in the annuities under Section 817(h)
of the Code to ensure that they will be taxed as described above.

TAX-FAVORED RETIREMENT PROGRAMS

An Owner can use this annuity with certain types of retirement plans that
receive favorable treatment under the Code. Numerous tax rules apply to the
participants in qualified plans and to the contracts used in connection with
those qualified plans. These tax rules vary according to the type of plan and
the terms and conditions of the plan itself. Owners, Annuitants, and
beneficiaries are cautioned that the rights of any person to any benefits under
qualified plans may be subject to the terms and conditions of the plans
themselves, regardless of the terms and conditions of the contract. In addition,
loans from qualified contracts, where allowed, are subject to a variety of
limitations, including restrictions as to the amount that may be borrowed, the
duration of the loan, and the manner in which the loans must be repaid. (Owners
should always consult their tax advisors and retirement plan fiduciaries before
taking any loans from the plan.) Special rules also apply to the time at which
distributions must begin and the form in which the distributions must be paid.
THE STATEMENT OF ADDITIONAL INFORMATION CONTAINS GENERAL INFORMATION ABOUT THE
USE OF CONTRACTS WITH THE VARIOUS TYPES OF QUALIFIED PLANS.

FEDERAL AND STATE INCOME TAX WITHHOLDING

Certain states have indicated that pension and annuity withholding will apply to
payments made to residents. Generally, an election out of federal withholding
will also be considered an election out of state withholding. For more
information concerning a particular state, call our Administrative Office at the
toll-free number.


                                      27

<PAGE>

   
IMPACT OF TAXES ON NATIONAL INTEGRITY
    

   
The contracts allow National Integrity to charge the Separate Account for taxes.
National Integrity can also set up reserves for taxes.
    

TRANSFERS AMONG INVESTMENT OPTIONS

   
There won't be any tax liability if you transfer any part of the Account Value
among the Investment Options of your contract.
    


                                      28

<PAGE>

PART 8 - ADDITIONAL INFORMATION

SYSTEMATIC WITHDRAWALS

   
We offer a program that allows you to pre-authorize periodic withdrawals from
your contract prior to your Retirement Date. You can choose to have withdrawals
made monthly, quarterly, semi-annually or annually and can specify the day of
the month (other than the 29th, 30th or 31st) on which the withdrawal is to be
made. You may specify a dollar amount for each withdrawal or an annual
percentage to be withdrawn. The minimum systematic withdrawal currently is $100.
You may also specify an account for direct deposit of your systematic
withdrawals. To enroll in our systematic withdrawal program, send the
appropriate form to our Administrative Office. Withdrawals may begin as soon as
one business day after we receive the form. You may terminate your participation
in the program upon one day's prior written notice, and we may terminate or
change the systematic withdrawal program at any time. If on any withdrawal date
you don't have enough money in your Account to make all of the withdrawals you
have specified, no withdrawal will be made and your enrollment in the program
will be ended.
    

   
Amounts you withdraw under the systematic withdrawal program may be within 
the free withdrawal amount.  If so, we won't make a Market Value Adjustment. 
AMOUNTS WITHDRAWN FROM YOUR GRO ACCOUNT UNDER THE SYSTEMATIC WITHDRAWAL 
PROGRAM IN EXCESS OF THE FREE WITHDRAWAL AMOUNT WILL BE SUBJECT TO A MARKET 
VALUE ADJUSTMENT IF APPLICABLE. WITHDRAWALS ALSO MAY BE SUBJECT TO THE 10% 
FEDERAL TAX PENALTY FOR EARLY WITHDRAWALS UNDER THE CONTRACTS AND TO INCOME 
TAXATION. See Part 7, Tax Aspects of the Contracts."
    

INCOME PLUS WITHDRAWAL PROGRAM

   
We offer an Income Plus Withdrawal Program that allows you to pre-authorize 
substantially equal periodic withdrawals, based on your life expectancy, from 
your contract prior to your reaching age 59 1/2.  You won't have to pay 
any tax penalty for these withdrawals, but they will be subject to ordinary 
income tax.  See "Taxation of Annuities Generally," in Part 7.  Once you 
begin receiving distributions, they shouldn't be changed or stopped until the 
later of:
    

   
- - the date you reach age 59 1/2; or 
    

- - five years from the date of the first distribution.

   
If you change or stop the distribution or take an additional withdrawal, you 
may have to pay a 10% penalty tax that would have been due on all prior 
distributions before you reached age 59 1/2 made under the Income Plus 
Program plus interest.
    

   
You can choose the Income Plus Withdrawal Program any time before you reach 
age 59 1/2. You can elect this option by sending the election form to our 
Administrative Office. You may choose to have withdrawals made monthly, 
quarterly, semi-annually or annually and may specify the day of the month 
(other than the 29th, 30th or 31st) on which the withdrawal is to be made. 
We'll calculate the amount of the distribution under a method you select, 
subject to a minimum, which is currently $100. You must also specify an 
account for direct deposit of your Income Plus Withdrawals.
    

   
To enroll in our Income Plus Withdrawal Program, send the appropriate form to
our Administrative Office. Withdrawals may begin as soon as one Business Day
after we receive the form. You may end your participation in the program upon
seven Business Days prior written notice, and we may terminate or change the
Income Plus Program at any time. If on any withdrawal date you don't have enough
money in your Accounts to make all of the withdrawals you have specified, no
withdrawal will be made and your enrollment in the program will be ended. This
program isn't available in connection with the Systematic Withdrawal Program,
Dollar Cost Averaging, Systematic Transfer Option or Asset Allocation and
Rebalancing Program.
    

AMOUNTS WITHDRAWN UNDER THE INCOME PLUS WITHDRAWAL PROGRAM IN EXCESS OF THE FREE
WITHDRAWAL AMOUNT WILL BE SUBJECT TO A MARKET VALUE ADJUSTMENT IF APPLICABLE.


                                      29

<PAGE>

DOLLAR COST AVERAGING

We offer a dollar cost averaging program under which we transfer 
contributions that you have made to the VIP Money Market Option on a monthly, 
quarterly, semi-annual or annual basis to one or more other Variable Account 
Options. You must tell us how much you want to be transferred into each 
Variable Account Option. The current minimum transfer to each Option is $250. 
We won't charge a transfer charge under our dollar cost averaging program and 
these transfers won't count towards your twelve free transfers.

   
To enroll in our dollar cost averaging program, send the appropriate form to 
our Administrative Office. You may terminate your participation in the 
program upon one day's prior written notice, and we may terminate or change 
the dollar cost averaging program at any time. If you don't have enough money 
in the VIP Money Market Option to transfer to each Variable Account Option 
specified, no transfer will be made and your enrollment in the program will 
be ended.
    

   
SYSTEMATIC TRANSFER PROGRAM
    

   
We also offer a systematic transfer program under which contributions to the 
STO are automatically transferred on a monthly or quarterly basis to one or 
more other Investment Options that you select.  We'll transfer your STO 
contributions in equal installments of not less than $1,000 over a one-year 
period.  If you don't have enough money in the STO to transfer to each Option 
specified, a final transfer will be made on a pro-rata basis and your 
enrollment in the program will be ended.  Any money remaining in the STO at 
the end of the year during which transfers are required to be made will be 
transferred on a pro-rata basis at the end of that year to the Options you 
have chosen for this program.  We won't charge a transfer charge for 
transfers under our systematic transfer program, and these transfers won't 
count towards your twelve free transfers.
    

   
To enroll in our systematic transfer program, send the appropriate form to 
our Administrative Office. We can terminate the systematic transfer program 
in whole or in part, or restrict contributions to the program. This program 
may not be currently available in some states.
    

CUSTOMIZED ASSET REBALANCING

   
We offer a Customized Asset Rebalancing program that allows you to determine 
how often rebalancing occurs. You can choose to rebalance monthly, quarterly, 
semi-annually or annually. The value in the Variable Account Options will 
automatically be rebalanced by transfers among your Investment Options, and 
you will receive a confirmation notice after each rebalancing. Transfers will 
occur only to and from those Variable Account Options where you have current 
contribution allocations. We won't charge a transfer charge for transfers 
under our Customized Asset Rebalancing program, and they won't count towards 
your twelve free transfers.
    

   
Fixed Accounts aren't eligible for the Customized Asset Rebalancing program.
    

To enroll in our Customized Asset Rebalancing program, send the appropriate 
form to our Administrative Office. You should be aware that other allocation 
programs, such as dollar cost averaging, as well as transfers and withdrawals 
that you make, may not work with the Customized Asset Rebalancing program. 
You should, therefore, monitor your use of other programs, transfers, and 
withdrawals while the Customized Asset Rebalancing program is in effect. You 
may terminate your participation in the program upon one day's prior written 
notice, and we may terminate or change the Customized Asset Rebalancing 
program at any time.

CALLAN ASSET ALLOCATION AND REBALANCING PROGRAM

We offer an Asset Allocation and Rebalancing Program developed in 
consultation with Callan Associates.  Callan Associates is an independent 
research and consulting firm, specializing in the strategic asset allocation 
decision.

   
You may select one of five proposed Asset Allocation Rebalancing Models: 
Conservative, Moderately Conservative, Moderate, Moderately Aggressive, or 
Aggressive.  The contribution you are making will initially be allocated 
among the Options established for each Model. If we change the Model, your 
account values will be automatically reallocated accordingly unless you have 
terminated your participation. You and your financial representative also 
have the 
    


                                      30

<PAGE>

   
option to design a program that is tailored to your specific retirement needs.
    

   
When you select this program, your account values will be allocated and your 
variable portfolios will automatically be rebalanced at least annually. The 
program automatically applies to all contributions made to your annuity 
contract while you are still participating. You will receive a confirmation 
notice after each rebalancing. We won't charge a transfer charge for 
transfers made under the Asset Allocation and Rebalancing Program. These 
transfers won't count toward your twelve free transfers.
    

In each Asset Allocation Rebalancing Model, a part of each contribution is 
allocated to a five-year Guaranteed Rate Option (GRO).  The amount allocated 
to the GRO won't be reallocated or rebalanced while you are participating in 
a specific Model.  You may cancel or change the Model you have selected at 
any time.  If you withdraw or transfer your GRO funds, they may be subject to 
a Market Value Adjustment that may increase or decrease your account value.

   
To enroll in the Asset Allocation and Rebalancing Program, complete the
appropriate form and send it to our Administrative Office. You should be aware
that other allocation programs, such as dollar cost averaging, as well as
transfers and withdrawals that you make, may not work with the Customized Asset
Rebalancing program. If, after selecting one of the five models, you request a
transaction that results in a reallocation outside one of the Models, your
participation in the Model program automatically ends. You should, therefore,
monitor your use of other programs, transfers, and withdrawals while the
Customized Asset Rebalancing program is in effect. This program isn't available
with the Customized Asset Rebalancing program. We can terminate or change this
program in whole or in part, or restrict contributions to the program. This
program may not be available in all states.
    

You may terminate participation in this program upon one day's prior written
notice.

PERFORMANCE INFORMATION

Performance data for the Variable Account Options, including the yield and
effective yield of the VIP Money Market Option, the yield of the other Options,
and the total return of all of the Options may appear in advertisements or sales
literature. This performance data is based only the performance of a
hypothetical investment in that Option during the particular time period on
which the calculations are based. Performance information should be considered
in light of the investment objectives and policies of the Portfolio in which the
Option invests and the market conditions during the given time frame. It
shouldn't be considered as a representation of performance to be achieved in the
future.

TOTAL RETURNS are based on the overall dollar or percentage change in value of a
hypothetical investment in an Option. Total return information reflects changes
in Portfolio share price, the automatic reinvestment of all distributions and
the deduction of contract charges and expenses that may apply. Total returns
also may be shown that don't take into account the annual administrative charge
that is applied when the Account Value is less than $50,000 at the end of the
contract year.

   
CUMULATIVE TOTAL RETURNS show an Investment Option's performance over a specific
period of time, usually several years. An AVERAGE ANNUAL TOTAL RETURN shows the
hypothetical yearly return that would produce the same cumulative total return
if the Investment Option experienced exactly the same return each year for the
entire period shown. Because performance will fluctuate on a year-by-year basis,
the average annual total returns tend to show a smooth result that won't mirror
actual performance, even though the end result will be the same.
    

Some Investment Options may also advertise YIELD, which shows the income
generated by an investment in that particular Option over a specified period of
time. This income is annualized and shown as a percentage. Yields don't take
into account capital gains or losses.

The VIP Money Market Option may advertise its CURRENT and EFFECTIVE YIELD.
Current yield reflects the income generated by an investment in that Option over
a specified seven-day period. Effective yield is calculated in a similar manner
except that it assumes that the income earned is reinvested, and the income on
the reinvested amount is included. The VIP II Investment Grade Bond and VIP High
Income Option may advertise a 30-day yield which reflects the income generated
by an investment in that Option over a specified 30-day period.


                                      31

<PAGE>

For a detailed description of the methods used to determine yield and total
return for the Variable Account Options, see the Statement of Additional
Information.

PART 9 - PRIOR CONTRACTS

INVESTMENT OPTIONS FOR CONTRACTS ISSUED PRIOR TO MAY 1, 1999

   
For contracts issued prior to May 1, 1999, the VIP III Mid Cap Portfolio is not
yet available.
    

SEPARATE ACCOUNT ANNUAL EXPENSES

For contracts issued prior to May 1, 1999, the Mortality and Expense Risk Fees
are 1.20%, Administrative Expenses are .15% and Total Separate Account Annual
Expenses are 1.35%.

FUND ANNUAL EXPENSES

For contracts issued prior to May 1, 1999, the 0.10% charge imposed by 
certain of the Portfolios pursuant to a Rule 12b-1 Plan doesn't apply.  (This 
charge is reflected in the "Other Expenses" column of the underlying mutual 
funds in the Table of Annual Fees and Expenses).

   
TABLE OF ANNUAL FEES AND EXPENSES
    

   
<TABLE>
<S>                                                                           <C>
CONTRACT OWNER TRANSACTION EXPENSES

      Sales Load on Purchases.................................................... $0
      Exchange Fee (1)........................................................... $0

ANNUAL ADMINISTRATIVE CHARGE

      Annual Administrative Charge* ............................................ $30
        *  This charge applies only if the Account Value is less than 
           $50,000 at the end of any contract year prior to your 
           Retirement Date. See "Annual Administrative Charge" in Part 4.

Separate Account Annual Expenses
(as a percentage of average account value)(2)

      Mortality and Expense Risk Fees........................................ 1.20%
      Administrative Expenses................................................  .15%
      Total Separate Account Annual Expenses................................. 1.35%
</TABLE>
    


                                      32

<PAGE>

   
Portfolio Annual Expenses After Reimbursement
(as a percentage of average net assets) (3)
    

   
<TABLE>
<CAPTION>

                                                   Management         Other               Total Annual
Portfolio                                             Fees           Expenses               Expenses
<S>                                                <C>               <C>                  <C>
VIP Money Market................................      .20%           .10%                     .30%
VIP High Income.................................      .58%           .24%                     .82%
VIP Equity-Income...............................      .49%           .08%(3)                  .57%
VIP Growth......................................      .59%           .07%(3)                  .66%
VIP Overseas....................................      .74%           .15%(3)                  .89%
VIP II Investment Grade Bond                          .43%           .14%                     .57%
VIP II Asset Manager............................      .54%           .09%(3)                  .63%
VIP II Index 500................................      .24%           .04%                     .28%(4)
VIP II Contrafund...............................      .59%           .07%(3)                  .66%
VIP II Asset Manager............................      .59%           .13%(3)                  .72%
VIP III Balanced................................      .44%           .14%(3)                  .58%
VIP III Growth Opportunities                          .59%           .11%(3)                  .70%
VIP III Growth & Income.........................      .49%           .11%(3)                  .60%
</TABLE>
    

   
- -------------------------
1. After the first twelve transfers during a contract year, we can charge a 
   transfer fee of $20 for each transfer. This charge doesn't apply to 
   transfers made for dollar cost averaging, asset rebalancing, or systematic 
   transfers. See "Deductions and Charges - Transfer Charge" in Part 4.
    

   
2. See "Deductions and Charges - Separate Account Charges" in Part 4.
    

   
3. Part of the brokerage commissions that certain Portfolios, or FMR on 
   behalf of certain Portfolios, pay was used to reduce the Portfolios' 
   expenses.  In addition, certain Portfolios have arranged with their 
   custodian to use uninvested cash balances to reduce custodian expenses. 
   Including these reductions, the total operating expenses presented in the 
   table would have been .68% for VIP Equity-Income Portfolio, .80% for VIP 
   Growth Portfolio, 1.01% for VIP Overseas Portfolio, .78% for VIP II Asset  
   Manager Portfolio, .80% for VIP II Contrafund Portfolio, .89% for VIP 
   II Asset Manager: Growth Portfolio, .70% for VIP III Balanced Portfolio, 
   .80% for VIP III Growth Opportunities Portfolio, and .71% for VIP III 
   Growth and Income Portfolio.
    

   
4. The investment adviser agreed to reimburse part of VIP II Index 500 
   Portfolio's and VIP III Mid Cap Portfolio's expenses during the period. 
   Without this reimbursement, management fees, other expenses and total 
   expenses would have been .28%, .11%, and .39%, respectively for VIP II 
   Index 500 Portfolio and .56%, 115.40% and 115.96%, respectively, for VIP 
   III Mid Cap Portfolio.
    


                                      33

<PAGE>

   
EXAMPLES
    

   
The examples below show the expenses that the Annuitant would be charged per
$1,000 investment, assuming a $40,000 average contract value and a 5% annual
rate of return on assets.
    

   
Expenses per $1,000 investment if you surrender your contract at the end of 
the period shown:

    

   
<TABLE>
<CAPTION>
Portfolio                                            1 Year            3 Years         5 Years           10 Years
- ---------                                            ------            -------         -------           --------
<S>                                                  <C>               <C>             <C>               <C>
VIP Money Market................................     $17.66            $54.61           $ 93.86          $203.09
VIP High Income.................................     $21.86            $67.34           $115.29          $246.89
VIP Equity-Income...............................     $20.53            $63.32           $108.53          $233.20
VIP Growth......................................     $21.65            $66.72           $114.25          $244.80
VIP Overseas....................................     $24.11            $74.13           $126.63          $269.66
VIP II Investment Grade Bond....................     $20.53            $63.32           $108.53          $233.20
VIP II Asset Manager............................     $22.17            $68.27           $116.84          $250.03
VIP II Index 500................................     $17.45            $53.98           $ 92.81          $200.91
VIP II Contrafund...............................     $22.17            $68.27           $116.84          $250.03
VIP II Asset Manager: Growth....................     $23.50            $72.28           $123.55          $263.50
VIP III Balanced................................     $21.96            $67.65           $115.81          $247.94
VIP III Growth Opportunities....................     $22.47            $69.19           $118.39          $253.15
VIP III Growth & Income.........................     $21.76            $67.03           $114.77          $245.84
</TABLE>
    

   
Expenses per $1,000 investment if you elect the normal form of annuity or 
don't surrender your contract at the end of the applicable period:
    

   
   Same expenses per $1,000 investment as shown in table immediately above.
    

   
These examples assume that all of the fixed charges of the Separate Account 
and of the investment advisory fees and other expenses of the Portfolios will 
continue as they were for their most recent fiscal year or estimated expenses 
(after reimbursement), if applicable.  ACTUAL PORTFOLIO EXPENSES MAY BE MORE 
OR LESS. The annual rate of return assumed in the examples isn't an estimate 
or guarantee of future investment performance. The table also assumes an 
estimated $40,000 average contract value, so that the administrative charge 
per $1,000 of net asset value in the Separate Account is $0.75. This per 
$1,000 charge would be higher for smaller Account Values and lower for higher 
values.
    

   
The table and examples above are to help you understand the various costs and
expenses that apply to your contract, directly or indirectly. These tables show
expenses of the Separate Account as well as those of the Portfolios. Premium
taxes may also apply when you receive a payout of your contributions.
    


                                      34

<PAGE>

   
GLOSSARY
    

   
ACCOUNT VALUE - the value of your contract, which consists of the values of your
Investment Options added together.
    

   
ADJUSTED ACCOUNT VALUE - your Account Value increased or decreased by any Market
Value Adjustment made to your GRO Account.
    

   
ANNUITANT ("You," "Your") - the person upon whose life an annuity benefit and
death benefit are based.
    

   
ANNUITY PAYMENT - one of a series of payments made if you choose to annuitize
your contract.
    

   
ARM - ARM Financial Group, Inc.
    

   
BUSINESS DAY - any day that the New York Stock Exchange is open.
    

   
CASH VALUE - your Adjusted Account Value reduced by any withdrawal charges
and/or any pro-rata annual administrative charges that may apply.
    

   
CONTRACT - your variable annuity contract.
    

   
ENHANCED RATE - a higher rate of interest we may declare for the first year of
any GRO Account that exceeds the Guaranteed Interest Rate credited during the
rest of the Guarantee Period.
    

   
FIXED ACCOUNTS - Guaranteed Rate Options and the Systematic Transfer Option.
    

   
GRO - Guaranteed Rate Options, which offer durations of two, three, five, seven
and ten years and lock in a fixed annual effective interest rate.
    

   
GRO VALUE - the value of a GRO Account.  The GRO Value at the expiration of a 
GRO Account, assuming you haven't withdrawn or transferred any amounts, will 
be the amount you put in plus interest at the Guaranteed Interest Rate.
    

   
GUARANTEE PERIOD - the duration of your GRO Account.
    

   
GUARANTEED INTEREST RATE - a fixed annual effective interest rate that we
declare for the duration of your GRO Account.
    

   
INVESTMENT OPTIONS - Variable Account Options and Fixed Accounts, collectively.
    

   
MARKET VALUE ADJUSTMENT ("MVA")- an upward or downward adjustment (never below
the Minimum Value) made to the value of your GRO Account for withdrawals,
surrenders, transfers and certain other transactions made before the GRO Account
expires.
    

   
MINIMUM VALUE - an amount equal to your net allocation to a GRO Account, less
prior withdrawals (and associated charges), accumulated at 3% interest annually,
less any administrative charges.
    

   
OWNER - the person who owns the contract, and is usually the annuitant. Includes
any person named as Joint Owner.
    

   
PORTFOLIO - an investment portfolio of a mutual fund in which the Separate
Account invests its assets.
    

   
RETIREMENT DATE - All annuity benefits under your contract are calculated as of
your Retirement Date. The Retirement Date can't be later than your 90th
birthday, or earlier if required by law.
    

   
STO - Systematic Transfer Option - our STO provides a guaranteed interest 
rate; contributions to the STO must be transferred into other Investment 
Options within one year of your most recent STO contribution.
    

   
UNIT - a measure of your ownership interest in a variable account option.
    


                                      35

<PAGE>

   
UNIT VALUE - the value of each unit calculated on any Business Day.
    

   
VARIABLE ACCOUNT OPTIONS - the various investment options available to you 
under the contract, other than the GROs and STO.  The value of your contract 
will reflect the investment performance of the Variable Account Options you 
choose.
    

   
WE, OUR AND US - National Integrity Life Insurance Company, a subsidiary of 
ARM Financial Group, Inc.
    


                                      36

<PAGE>

   
                                   APPENDIX A
    

FINANCIAL INFORMATION

The table below shows the unit value for each Variable Account Option at
inception, the number of units outstanding at December 31 of each year since
inception, and the unit value at the end of each period. The unit value at the
beginning of each period is the unit value as of the end of the previous period.

<TABLE>
<CAPTION>

                                                                    UNIT VALUES AND UNITS OUTSTANDING
                                                                    ---------------------------------

                                        MONEY            HIGH          EQUITY-                                        INVESTMENT
                                       MARKET          INCOME           INCOME            GROWTH        OVERSEAS      GRADE BOND
                                     DIVISION        DIVISION         DIVISION          DIVISION        DIVISION        DIVISION
                                     --------        --------         --------          --------        --------      ----------
<S>                                  <C>             <C>              <C>               <C>             <C>           <C>
          Date of Inception*           $10.00          $10.00           $10.00            $10.00          $10.00          $10.00

           December 31, 1987                -               -                -                 -               -               -

             Number of Units                -               -                -                 -               -               -

           December 31, 1988                -               -                -                 -           $9.79          $10.05

             Number of Units                -               -                -                 -           1,646           1,287

           December 31, 1989                -               -           $10.99            $11.13          $12.08          $11.48

             Number of Units                -               -           12,808                91           1,646           1,286

           December 31, 1990           $10.17               -            $9.54            $11.76          $11.13          $12.06

             Number of Units            2,001               -           10,281                90           1,697           1,283

           December 31, 1991           $10.64               -           $13.63            $19.12          $13.63          $12.25

             Number of Units            3,961               -           12,059               927           2,789               -

           December 31, 1992           $10.90               -           $15.72            $20.62          $12.01          $13.44

             Number of Units            2,744               -           32,842            30,140           3,816           5,995

           December 31, 1993           $11.10          $11.22           $18.33            $24.29          $16.25          $14.72

             Number of Units          109,685         120,243          192,745           136,418          97,667          52,787

           December 31, 1994           $11.42          $10.90           $19.37            $23.95          $16.31          $13.98

             Number of Units          782,370         512,098          503,403           372,307         432,518          97,548

           December 31, 1995           $11.93          $12.97           $25.81            $31.99          $17.65          $16.18

             Number of Units        1,692,564       1,131,907        1,316,163           657,586         426,045         264,608

           December 31, 1996           $12.40          $14.58           $29.09            $36.19          $19.71          $16.47

             Number of Units        1,453,359       1,605,055        1,895,597           942,118         596,757         340,273

           December 31, 1997           $12.90          $16.93           $36.77            $44.09          $21.69          $17.72

             Number of Units        1,407,666       2,108,548        2,245,172         1,026,856         703,364         403,402


           December 31, 1998          $13.42           $15.98           $40.49           $60.67          $24.12          $19.02

             Number of Units       2,302,396        2,101,650        2,160,698        1,016,514         682,756         487,242
</TABLE>

*Inception dates for the VIP High Income Option and the VIP II Index 500 
Option were February 19, 1993 and March 4, 1993, respectively. The inception 
date for the VIP III Balanced Option, VIP III Growth Opportunities Option, 
and VIP III Growth & Income Option was December 31, 1996. The Inception date 
for the VIP II Contrafund Option and the VIP II Asset Manager: Growth Option 
was February 6, 1995. Inception dates for the remaining Options all were in 
the third quarter of 1987. Prior to September 3, 1991, the Variable Account 
Options invested in shares of corresponding portfolios of Prism Investment 
Trust, and the VIP Money Market, VIP Equity-Income, VIP Growth, VIP Overseas, 
VIP II Investment Grade Bond and VIP II Asset Manager Options were known as 
the Money Market, Common Stock, Aggressive Stock, Global, Bond and Balanced 
Options, respectively. The inception Date for the VIP III Mid Cap Option was 
May 1, 1999.


                                      37

<PAGE>

   
<TABLE>
<CAPTION>

                                                                    UNIT VALUES AND UNITS OUTSTANDING
                                                                    ---------------------------------

                                   ASSET           INDEX       CONTRA-         MANAGER                    GROWTH          GROWTH
                                 MANAGER             500          FUND          GROWTH     BALANCED       INCOME   OPPORTUNITIES
                                DIVISION        DIVISION      DIVISION        DIVISION     DIVISION     DIVISION        DIVISION
                                --------        --------      --------        --------     --------     --------   -------------
<S>                             <C>             <C>           <C>             <C>          <C>          <C>        <C>

       Date of Inception*        $10.00         $10.00          $10.00          $10.00      $10.00        $10.00        $10.00

        December 31, 1987         $7.92              -               -               -           -             -             -

          Number of Units        15,626              -               -               -           -             -             -

        December 31, 1988         $8.89              -               -               -           -             -             -

          Number of Units        23,806              -               -               -           -             -             -

        December 31, 1989        $11.05              -               -               -           -             -             -

          Number of Units        26,296              -               -               -           -             -             -

        December 31, 1990        $10.90              -               -               -           -             -             -

          Number of Units        33,770              -               -               -           -             -             -

        December 31, 1991        $13.45              -               -               -           -             -             -

          Number of Units        28,066              -               -               -           -             -             -

        December 31, 1992        $14.85              -               -               -           -             -             -

          Number of Units        57,934              -               -               -           -             -             -

        December 31, 1993        $17.73         $10.65               -               -           -             -             -

          Number of Units       744,402         16,821               -               -           -             -             -

        December 31, 1994        $16.43         $10.62               -               -           -             -             -

          Number of Units     1,706,592         99,982               -               -           -             -             -

        December 31, 1995        $18.95         $14.37          $13.31          $12.02           -             -             -

          Number of Units     1,460,833        293,436         954,037          85,146           -             -             -

        December 31, 1996        $21.42         $17.41          $15.92          $14.22           -             -             -

          Number of Units     1,351,936        738,488       1,865,749         282,677           -             -             -

        December 31, 1997        $25.50         $22.79          $19.50          $17.55      $11.36        $12.19        $11.99

          Number of Units     1,277,528      1,458,28038     2,463,777         447,420     175,229       321,915       320,952

        December 31, 1998        $28.94          $28.85         $25.00          $20.35      $13.18        $15.58        $14.74

          Number of Units     1,201,119       1,609,895      2,547,399         625,642     407,009       812,252       739,632
</TABLE>
    

* Inception dates for the VIP High Income Option and the VIP II Index 500 
  Option were February 19, 1993 and March 4, 1993, respectively. The Inception 
  date for the VIP II Contrafund Option and the VIP II Asset Manager: Growth 
  Option was February 6, 1995. The inception date for the VIP III Balanced 
  Option, VIP III Growth Opportunities Option, and VIP III Growth & Income 
  Option was December 31, 1996. The Inception Date for the VIP III Mid Cap 
  Option was May 1, 1999.  Inception dates for the remaining Options all were 
  in the third quarter of 1987. Prior to September 3, 1991, the Variable 
  Account Options invested in shares of corresponding portfolios of Prism 
  Investment Trust, and the VIP Money Market, VIP Equity-Income, VIP Growth, 
  VIP Overseas, VIP II Investment Grade Bond and VIP II Asset Manager Options 
  were known as the Money Market, Common Stock, Aggressive Stock, Global, 
  Bond and Balanced Options, respectively.

For contracts issued on or after May 1, 1999, condensed financial information 
isn't provided for any of the Variable Account Options because as of the date 
of this prospectus the Options hadn't started operations.  The unit value for 
each Investment Option at inception will be $10.00.  The inception date for 
the Variable Account Options is May 1, 1999.


                                      38

<PAGE>

   
                                   APPENDIX B
    

                  ILLUSTRATION OF A MARKET VALUE ADJUSTMENT

<TABLE>
              <S>                             <C>
              Contribution:                   $50,000.00

              GRO Account duration:           7 Years

              Guaranteed Interest Rate:       5% Annual Effective Rate
</TABLE>

   
The following examples illustrate how the Market Value Adjustment may affect the
values of a contract upon a withdrawal. The 5% assumed Guaranteed Interest Rate
is the same rate used in the Example under "Table of Annual Fees and Expenses"
in this Prospectus. In these examples, the withdrawal occurs at the end of the
three year period after the initial contribution. The Market Value Adjustment
operates in a similar manner for transfers.
    

The GRO Value for this $50,000 contribution is $70,355.02 at the expiration of
the GRO Account. After three years, the GRO Value is $57,881.25. It is also
assumed, for the purposes of these examples, that no prior partial withdrawals
or transfers have occurred.

   
The Market Value Adjustment will be based on the rate we are then crediting (at
the time of the withdrawal) on new contributions to GRO Accounts of the same
duration as the time remaining in your GRO Account, rounded to the next lower
number of complete months. If we do not declare a rate for the exact time
remaining, we will use a formula to find a rate using GRO Accounts of durations
closest to (next higher and next lower) the remaining period described above.
Three years after the initial contribution, there would have been four years
remaining in your GRO Account.
    

EXAMPLE OF A DOWNWARD MARKET VALUE ADJUSTMENT:

A downward Market Value Adjustment results from a full or partial withdrawal
that occurs when interest rates have increased. Assume interest rates have
increased three years after the initial contribution and we are then crediting
6.25% for a four-year GRO Account. Upon a full withdrawal, the Market Value
Adjustment, applying the above formula would be:

                           48/12                      48/12
    -0.0551589 = [(1 + .05)      / (1 + .0625 + .0025)     ] - 1

The Market Value Adjustment is a reduction of $3,192.67 from the GRO Value:

    -$3,192.67 = -0.0551589 X $57,881.25

Thus, the amount payable on a full withdrawal (the Market Adjusted Value) would
be:

             $54,688.58 = $57,881.25 - $3,192.67

   
    


                                      39

<PAGE>

   
    

EXAMPLE OF AN UPWARD MARKET VALUE ADJUSTMENT:

An upward Market Value Adjustment results from a full or partial withdrawal that
occurs when interest rates have decreased. Assume interest rates have decreased
three years after the initial contribution and we are then crediting 4% for a
four-year GRO Account. Upon a full withdrawal, the Market Value Adjustment,
applying the formula set forth in the prospectus, would be:

                         48/12                    48/12
    .0290890 = [(1 + .05)      / (1 + .04 + .0025)     ] - 1

The Market Value Adjustment is an increase of $1,683.71 to the GRO Value:

    $1,683.71 = .0290890 X $57,881.25

The Market Adjusted Value would be:

    $59,564.96 = $57,881.25 + $1,683.71

Thus, the amount payable on a full withdrawal would be:

    $59,564.96 = $57,881.25 + $1,683.71

   
    

Actual Market Value Adjustments may have a greater or lesser impact than shown
in the examples, depending on the actual change in interest crediting rate and
the timing of the withdrawal or transfer in relation to the time remaining in
the GRO Account. Also, the Market Value Adjustment can never decrease the
Account Value below premium plus 3% interest, before any applicable charges.
Account values less than $50,000 will be subject to a $30 annual charge.


                                      40

<PAGE>

   
                                                    APPENDIX C
    

   
<TABLE>
SAI TABLE OF CONTENTS

<S>                                                                             <C>
Part 1 - National Integrity and Custodian........................................ 1
Part 2 - Distribution of the Contracts........................................... 1
Part 3 - Performance Information................................................. 2
Part 4 - Determination of Accumulation Values.................................... 7
Part 5 - Tax-Favored Retirement Programs......................................... 8
      Traditional Individual Retirement Annuities................................ 9
      Roth Individual Retirement Annuities....................................... 9
      SIMPLE Individual Retirement Annuities..................................... 9
      Simplified Employee Pensions............................................... 9
      Corporate and Self-Employed (H.R. 10 and Keogh) Pension
        and Profit Sharing Plans................................................. 9
      Deferred Compensation Plans of State and Local Governments and
        Tax-Exempt Organizations................................................ 10
      Distributions Under Tax Favored Retirement Programs....................... 10
Part 6 - Financial Statements................................................... 11
</TABLE>
    

If you would like to receive a copy of the Statement of Additional Information,
please complete the form below and send it to:

Administrative Office
National Integrity Life Insurance Company
15 Matthews Street, Suite 200
Goshen, NY 10924
ATTN: Request for SAI of Separate Account I (IQ)

Name: 
      --------------------------------------------------------------

Address:
        ------------------------------------------------------------


City:                              State:          Zip:
     ----------------------------        ---------     -------------


                                      41


<PAGE>

                       STATEMENT OF ADDITIONAL INFORMATION

                                 MAY 1, 1999

                                      FOR

                              IQ THE SMARTANNUITY

                        FLEXIBLE PREMIUM VARIABLE ANNUITY

                                    ISSUED BY

                    NATIONAL INTEGRITY LIFE INSURANCE COMPANY

                                       AND

                      FUNDED THROUGH ITS SEPARATE ACCOUNT I




                              TABLE OF CONTENTS


   
<TABLE>
<CAPTION>

                                                                                                       Page

<S>                                                                                                    <C>
Part 1 - National Integrity and Custodian................................................................1
Part 2 - Distribution of the Contracts...................................................................1
Part 3 - Performance Information.........................................................................2
Part 4 - Determination of Annuity Unit Values............................................................7
Part 5 - Tax Favored Retirement Programs.................................................................8
     Traditional Individual Retirement Annuities.........................................................9
     Roth Individual Retirement Annuities................................................................9
     SIMPLE Individual Retirement Annuities..............................................................9
     Tax Sheltered Annuities.............................................................................9
     Simplified Employee Pensions........................................................................9
     Corporate and Self-Employed (H.R.10 and Keogh) Pension and Profit Sharing Plans.....................9
     Deferred Compensation Plans of State and Local Governments and Tax-Exempt Organizations............10
     Distributions Under Tax Favored Retirement Programs................................................10
Part 6 - Financial Statements...........................................................................11
</TABLE>
    

This Statement of Additional Information (SAI) is not a prospectus. It should 
be read in conjunction with the prospectus for the contracts, dated May 1, 
1999. For definitions of special terms used in the SAI, please refer to the 
prospectus.

A copy of the prospectus to which this SAI relates is available at no charge 
by writing the Administrative Office at National Integrity Life Insurance 
Company ("National Integrity"), 15 Matthews Street, Suite 200, Goshen, NY 
10924, or by calling 1-800-433-1778.

<PAGE>

PART 1 - NATIONAL INTEGRITY AND CUSTODIAN

   
National Integrity Life Insurance Company is a New York stock life insurance 
company organized in 1968 that sells life insurance and annuities. Its 
principal executive offices are located at 15 Matthews Street, Suite 200, 
Goshen, NY 10924. National Integrity, the depositor of Separate Account I, is 
a wholly owned subsidiary of Integrity Life Insurance Company, an Ohio 
corporation. All outstanding shares of Integrity Life Insurance Company are 
owned by ARM Financial Group, Inc. (ARM), a Delaware corporation that's a 
financial services company focusing on the long-term savings and retirement 
marketplace by providing retail and institutional products and services 
throughout the United States. ARM owns 100% of the stock of (i) ARM 
Securities Corporation (ARM SECURITIES), a Minnesota corporation, registered 
with the SEC as a broker-dealer and a member of the National Association of 
Securities Dealers, Inc., (ii) Integrity Capital Advisors, Inc., a Delaware 
corporation registered with the SEC as an investment adviser, (iii) SBM 
Certificate Company, a Minnesota corporation registered with the SEC as an 
issuer of face-amount certificates, and (iv) ARM Transfer Agency, Inc., a 
Delaware corporation registered with the SEC as a transfer and dividend 
disbursing agency
    

ARM is 100% publicly owned, trading on the New York Stock Exchange (NYSE).  
No one has the direct or indirect power to control ARM, except power he or 
she may have by virtue of his or her capacity as a director or executive 
officer of ARM; no individual beneficially owns more than 5% of the common 
shares.

   
Since 1994, ARM has provided substantially all of the services required to be 
performed on behalf of the Separate Account.  Total fees paid to ARM by 
National Integrity for management services in 1996 were $6,007,766, in 1997 
were $5,855,216 and in 1998 were $8,766,003 including services applicable to 
the Registrant.
    

National Integrity is the custodian for the shares of the Funds owned by the 
Separate Account. The Funds' shares are held in book-entry form.

Reports and marketing materials, from time to time, may include information 
concerning the rating of National Integrity, as determined by A.M. Best 
Company, Moody's Investor Service, Standard & Poor's Corporation, Duff & 
Phelps Corporation, or other recognized rating services.  National Integrity 
is currently rated "A" (Excellent) by A.M. Best Company, and has received 
claims paying ability ratings of "A" (Good) from Standard & Poor's 
Corporation, "Baa1" from Moody's Investors Service, Inc., and "A+" (High) 
from Duff and Phelps Credit Rating Company.  However, National Integrity 
doesn't guarantee the investment performance of the portfolios, and these 
ratings don't reflect protection against investment risk.

PART 2 - DISTRIBUTION OF THE CONTRACTS

ARM Securities, a wholly owned subsidiary of ARM, is the principal 
underwriter of the contracts. ARM Securities is registered with the SEC as a 
broker-dealer and is a member in good standing of the National Association of 
Securities Dealers, Inc. ARM Securities' address is 515 West Market Street, 
Louisville, Kentucky 40202. The contracts are offered through ARM Securities 
on a continuous basis.

We generally pay a maximum distribution allowance of 6% of initial and 
additional contributions, plus .30% trail commission paid on Account Value 
after the 2nd Contract Year or 2.25% of initial and additional contributions 
plus 1% trail commission paid on Account Value after the 2nd Contract Year. 
The amount of distribution allowances paid was $1,753,582 for the year ended 
December 31, 1998, $2,647,756 for the year ended December 31, 1997 and 
$2,229,269 for the year ended December 31, 1996. Distribution allowances 
weren't retained by ARM Securities during these years. National Integrity may 
from time to time pay or allow additional promotional incentives, in the form 
of cash or other compensation, to broker-dealers that sell contracts. In some 
instances, those types of incentives may be offered only to certain 
broker-dealers that sell or are expected to sell certain minimum amounts of 
the contracts during specified time periods.


                                       1

<PAGE>

PART 3 - PERFORMANCE INFORMATION

Each Variable Account Option may from time to time include the Average Annual 
Total Return, the Cumulative Total Return, and Yield of its shares in 
advertisements or in information furnished to shareholders.  The VIP Money 
Market Option may also from time to time include the Yield and Effective 
Yield of its shares in information furnished to shareholders.  Performance 
information is computed separately for each Option in accordance with the 
formulas described below.  At any time in the future, total return and yields 
may be higher or lower than in the past and we can't guarantee that any 
historical results will continue.

TOTAL RETURNS

   
Total returns reflect all aspects of an Option's return, including the 
automatic reinvestment by the Option of all distributions and the deduction 
of all charges that apply to the Option on an annual basis, including 
mortality risk and expense charges, the annual administrative charge and 
other charges against contract values. For purposes of charges not based upon 
a percentage of contract values, an average account value of $40,000 has been 
used. Quotations also will assume a termination (surrender) at the end of the 
particular period. Any total return calculation will be based upon the 
assumption that the Option corresponding to the investment portfolio was in 
existence throughout the stated period and that the applicable contractual 
charges and expenses of the Option during the stated period were equal to 
those that currently apply under the contract. Total returns may be shown at 
the same time that do not take into account deduction of the annual 
administrative charge.
    

AVERAGE ANNUAL TOTAL RETURNS are calculated by determining the growth or 
decline in value of a hypothetical historical investment in the Option over 
certain periods, including 1, 3, 5, and 10 years (up to the life of the 
Option), and then calculating the annually compounded percentage rate that 
would have produced the same result if the rate of growth or decline in value 
had been constant over the period. Investors should realize that the Option's 
performance is not constant over time, but changes from year to year, and 
that the average annual returns represent the averages of historical figures 
as opposed to the actual historical performance of an Option during any 
portion of the period shown. Average annual returns are calculated pursuant 
to the following formula: P(1+T)to the power of n = ERV, where P is a
hypothetical initial payment of $1,000, T is the average annual total return, n
is the number of years, and ERV is the withdrawal value at the end of the
period.

CUMULATIVE TOTAL RETURNS are UNAVERAGED and reflect the simple percentage 
change in the value of a hypothetical investment in the Option over a stated 
period of time. In addition to the period since inception, cumulative total 
returns may be calculated on a year-to-date basis at the end of each calendar 
month in the current calendar year. The last day of the period for 
year-to-date returns is the last day of the most recent calendar month at the 
time of publication.

YIELDS

   
Some Options may advertise yields. Yields quoted in advertising reflect the 
change in value of a hypothetical investment in the Option over a stated 
period of time, not taking into account capital gains. Yields are annualized 
and stated as a percentage.
    

CURRENT YIELD and EFFECTIVE YIELD are calculated for the VIP Money Market 
Option. Current Yield is based on the change in the value of a hypothetical 
investment (exclusive of capital changes) over a particular 7-day period, 
less a hypothetical charge reflecting deductions from contract values during 
the period (the BASE PERIOD), and stated as a percentage of the investment at 
the start of the base period (the BASE PERIOD RETURN). The base period return 
is then annualized by multiplying by 365/7, with the resulting yield figure 
carried to at least the nearest hundredth of one percent. Effective yield 
assumes that all dividends received during an annual period have been 
reinvested. This compounding effect causes effective yield to be higher than 
current yield. Calculation of effective yield begins with the same base 
period return used in the calculation of current yield, which is then 
annualized to reflect weekly compounding pursuant to the following formula: 
Effective Yield = {(Base Period Return) + 1)(365/)7} - 1


                                       2

<PAGE>

For the period ending: 12/31/98
RETURNS WITH SURRENDER CHARGES

   
<TABLE>
<CAPTION>

                                                                               SEC STANDARDIZED
                                     VARIABLE                             AVERAGE ANNUAL RETURN (1)
                                     ACCOUNT             ---------------------------------------------------
                                    INCEPTION
VARIABLE OPTIONS                     DATE (2)            1 YEAR                 5 YEAR             10 YEAR       LIFE OF ACCOUNT
- ----------------------------------------------------------------------------------------------------------------------------------
                               ---------------------------------------------------------------------------------------------------
<S>                                   <C>                <C>                    <C>                <C>           <C>
                               ---------------------------------------------------------------                   -----------------
VIP II Asset Manager                   9/3/91             13.42%                10.22%                n/a                11.47%

VIP II Asset Manager: Growth           2/8/95             15.91%                 n/a                  n/a                19.98%

VIP III Balanced                      3/12/97             15.98%                 n/a                  N/a                16.45%

VIP II Contrafund                     2/16/95             28.15%                 n/a                  n/a                26.63%

VIP Equity-Income                      9/3/91             10.05%                17.09%                n/a                16.61%

VIP Growth                             9/3/91              37.54%               30.02%                n/a                18.77%

VIP III Growth & Income                3/6/97              27.77%                n/a                  n/a                27.51%

VIP III Growth Opportunities          3/12/97              22.86%                n/a                  n/a                23.90%

VIP High Income                       3/12/93              -6.69%                7.25%                n/a                 8.33%

VIP II Index 500                       4/6/93              26.52%               21.98%                n/a                20.22%

VIP II Investment Grade Bond           4/2/93               7.30%                5.18%                 n/a                6.12%
                               ---------------------------------------------------------------------------------------------------
VIP Overseas                           9/3/91              11.16%                8.14%                 n/a                8.50%
                               ---------------------------------------------------------------------------------------------------
</TABLE>
    

   
    


                                       3

<PAGE>

   
    

   
(1)  Standard average annual return reflects past fund performance based on a 
     $1,000 hypothetical investment period over the in years one through six, 
     0% thereafter.
    

   
(2)  Inception date of the variable account option represents first trade 
     date.  Returns for accounts in operation for less than one year are not 
     annualized.
    


                                          4

<PAGE>

For the period ending: 12/31/98

   
RETURNS WITHOUT SURRENDER CHARGES(1)              All figures are unaudited.
    

   
<TABLE>
<CAPTION>

                               ---------------------------------------------------------------------------------------------------
                                CUMULATIVE TOTAL RETURN        AVERAGE ANNUAL RETURN             CALENDAR YEAR RETURN(2)
                               ---------------------------------------------------------------------------------------------------
                 FUND                        LIFE                                  LIFE
VARIABLE    INCEPTION    3       5     10     OF       1       3       5     10     OF
OPTIONS      DATE (3)   YEAR    YEAR  YEAR   FUND     YEAR    YEAR    YEAR  YEAR   FUND     1993    1994    1995    1996    1997
- ----------------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------------
<S>         <C>        <C>     <C>    <C>   <C>      <C>     <C>      <C>   <C>    <C>     <C>     <C>     <C>     <C>     <C>
VIP II        9/6/89   52.71%  63.23%  n/a  174.86%  13.50%  15.16%   8.84%  n/a   11.46%  19.50%  -7.42%  15.38%  13.04%  19.02%
Asset
Manager

VIP II Asset  1/3/95   69.30    n/a    n/a    105.67   15.98   19.18     n/a   n/a   19.80    n/a     n/a    21.49   18.30   23.38
Manager: 
Growth

VIP III       1/3/95   51.75    n/a    n/a     70.57   16.05   14.92     n/a   n/a   14.31    n/a     n/a    12.40    8.48   20.54
Balanced

VIP II        1/3/95   87.90   n/a     n/a    158.85   28.23   23.40     n/a   n/a   26.90    n/a     n/a    37.76   19.66   22.47
Contrafund

VIP Equity-  10/9/86   56.88  120.84  272.76  339.63   10.12   16.20   17.17  14.06  12.87  16.76     5.48   33.27   12.73   26.38
Income

VIP Growth   10/9/86   89.66  149.81  414.42  499.79   37.61   23.78   20.09  17.80  15.78  17.51    -1.16   33.54   13.14   21.82

VIP III     12/31/96    n/a    n/a     n/a     64.07   27.84    n/a     n/a   n/a   28.11    n/a      n/a     n/a     n/a     28.34
Growth & 
Income

VIP III       1/3/95   83.87   n/a     n/a    140.42   22.93   22.51    n/a   n/a    24.58   n/a      n/a    30.76   16.67   28.20
Growth
Opportuities

VIP High     9/19/85   23.23   42.40   95.04   82.63   -5.62    7.21   7.33   6.91   4.64   18.68    -2.80   18.98    12.4   16.08
Income

VIP II       8/27/92  100.78  170.86    n/a   210.26   26.60   26.16  22.05   n/a   19.54    8.77    -.79    35.34    21.15  30.91
Index 500

VIP II       12/5/88  17.58   29.21     n/a    65.10    7.38    5.55    5.26  n/a    5.10    9.56   -5.14    15.74     1.78   7.59
Investment
Grade Bond
- -----------------------------------------------------------------------------------------------------------------------------------
VIP Overseas 1/28/87  36.70   48.43   128.03  127.29   11.23   10.98    8.22  8.59   7.13    35.21    .48     8.20    11.67   10.05
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    

   
(1)  Non-standard returns reflect all historical investment results, less 
     mortality and expense and administrative charges totaling 1.45%. The 
     calculation assumes the policy is still in force and therefore does not 
     take withdrawal charges into consideration. Non-standard performance is 
     since the Portfolio's inception date, which may predate the separate 
     account.
    

   
(2)  Italicized returns are calculated from the inception date through 
     year-end.
    

   
(3)  Represents the inception date of the underlying funds.  Performance data 
     for periods prior to the actual inception of the variable account 
     options is hypothetical and based on the performance of the underlying 
     funds. This performance data has been adjusted to include all insurance 
     company contract charges and management fees of the underlying funds.
    

PERFORMANCE COMPARISONS

Performance information for an Option may be compared, in reports and 
advertising, to: (1) Standard & Poor's Stock Index (S&P 500), Dow Jones 
Industrial Averages, (DJIA), Donoghue Money Market Institutional Averages, or 
other unmanaged indices generally regarded as representative of the 
securities markets; (2) other variable annuity separate accounts or other 
investment products tracked by Lipper Analytical Services, Inc. or the 
Variable Annuity Research and Data Service, which are widely used independent 
research firms that rank mutual funds and other investment companies by 
overall performance, investment objectives, and assets; and (3) the Consumer 
Price Index (measure of inflation) to assess the real rate of return from an 
investment in a contract. Unmanaged indices may assume the reinvestment of 
dividends but generally do not reflect deductions for annuity charges, 
investment management costs, brokerage costs and other transaction costs that 
are normally paid when directly investing in securities.


                                    5

<PAGE>

Each Option may from time to time also include the ranking of its performance 
figures relative to such figures for groups of mutual funds categorized by 
Lipper Analytical Services (LIPPER) as having the same or similar investment 
objectives or by similar services that monitor the performance of mutual 
funds. Each Option may also from time to time compare its performance to 
average mutual fund performance figures compiled by Lipper in LIPPER 
PERFORMANCE ANALYSIS. Advertisements or information furnished to present 
shareholders or prospective investors may also include evaluations of an 
Option published by nationally recognized ranking services and by financial 
publications that are nationally recognized such as BARRON'S, BUSINESS WEEK, 
CDA TECHNOLOGIES, INC., CHANGING TIMES, CONSUMER'S DIGEST, DOW JONES 
INDUSTRIAL AVERAGE, FINANCIAL PLANNING, FINANCIAL TIMES, FINANCIAL WORLD, 
FORBES, FORTUNE, GLOBAL INVESTOR, HULBERT'S FINANCIAL DIGEST, INSTITUTIONAL 
INVESTOR, INVESTORS DAILY, MONEY, MORNINGSTAR MUTUAL FUNDS, THE NEW YORK 
TIMES, PERSONAL INVESTOR, STANGER'S INVESTMENT ADVISER, VALUE LINE, THE WALL 
STREET JOURNAL, WIESENBERGER INVESTMENT COMPANY SERVICE AND USA TODAY.

The performance figures described above may also be used to compare the 
performance of an Option's shares against certain widely recognized standards 
or indices for stock and bond market performance.  The following are the 
indices against which the Options may compare performance:

The Standard & Poor's Composite Index of 500 Stocks (the S&P 500) is a market 
value-weighted and unmanaged index showing the changes in the aggregate 
market value of 500 stocks relative to the base period 1941-43. The S&P 500 
Index is composed almost entirely of common stocks of companies listed on the 
NYSE, although the common stocks of a few companies listed on the American 
Stock Exchange or traded OTC are included.  The 500 companies represented 
include 400 industrial, 60 transportation and 50 financial services concerns. 
The S&P 500 Index represents about 80% of the market value of all issues 
traded on the NYSE.

The Dow Jones Composite Average (or its component averages) is an unmanaged 
index composed of 30 blue-chip industrial corporation stocks (Dow Jones 
Industrial Average), 15 utilities company stocks and 20 transportation 
stocks. Comparisons of performance assume reinvestment of dividends.

The New York Stock Exchange composite or component indices are unmanaged 
indices of all industrial, utilities, transportation and finance company 
stocks listed on the New York Stock Exchange.

The Wilshire 5000 Equity Index (or its component indices) represents the 
return of the market value of all common equity securities for which daily 
pricing is available. Comparisons of performance assume reinvestment of 
dividends.

The Morgan Stanley Capital International EAFE Index is an arithmetic, market 
value-weighted average of the performance of over 900 securities on the stock 
exchanges of countries in Europe, Australia and the Far East.

The Morgan Stanley Capital International World Index - An arithmetic, market 
value-weighted average of the performance of over 1,470 securities listed on 
the stock exchanges of countries in Europe, Australia, the Far East, Canada 
and the United States.

The Goldman Sachs 100 Convertible Bond Index currently includes 67 bonds and 
33 preferred stocks.  The original list of names was generated by screening 
for convertible issues of $100 million or greater in market capitalization.  
The index is priced monthly.

The Lehman Brothers Government Bond Index (the LEHMAN GOVERNMENT INDEX) is a 
measure of the market value of all public obligations of the U.S. Treasury; 
all publicly issued debt of all agencies of the U.S. Government and all 
quasi-federal corporations; and all corporate debt guaranteed by the U.S. 
Government. Mortgage-backed securities, flower bonds and foreign targeted 
issues are not included in the Lehman Government Index.

The Lehman Brothers Government/Corporate Bond Index (the LEHMAN 
GOVERNMENT/CORPORATE INDEX) is a measure of the market value of approximately 
5,300 bonds with a face value currently in excess of $1 million, which have 
at least one year to maturity and are rated "Baa" or higher (INVESTMENT 
GRADE) by a nationally recognized statistical rating agency.

The Lehman Brothers Government/Corporate Intermediate Bond Index (the LEHMAN 
GOVERNMENT/CORPORATE INTERMEDIATE INDEX) is composed of all bonds covered by 
the Lehman Brothers Government/Corporate


                                        6

<PAGE>

Bond Index with maturities between one and 9.99 years. Total return comprises 
price appreciation/depreciation and income as a percentage of the original 
investment. Indexes are rebalanced monthly by market capitalization.

The Lehman Brothers Intermediate Treasury Bond Index includes bonds with 
maturities between one and ten years with a face value currently in excess of 
$1 million, that are rated investment grade or higher by a nationally 
recognized statistical rating agency.

The Shearson Lehman Long-Term Treasury Bond Index is composed of all bonds 
covered by the Shearson Lehman Hutton Treasury Bond Index with maturities of 
10 years or greater.

The National Association of Securities Dealers Automated Quotation System 
(NASDAQ) Composite Index covers 4,500 stocks traded over the counter.  It 
represents many small company stocks but is heavily influenced by about 100 
of the largest NASDAQ stocks. It is a value-weighted index calculated on 
price change only and does not include income.

The NASDAQ Industrial Index is composed of more than 3,000 industrial issues. 
 It is a value-weighted index calculated on price change only and does not 
include income.

The Value Line (Geometric) Index is an unweighted index of the approximately 
1,700 stocks followed by the VALUE LINE INVESTMENT SURVEY.

The Salomon Brothers GNMA Index includes pools of mortgages originated by 
private lenders and guaranteed by the mortgage pools of the Government 
National Mortgage Association.

The Salomon Brothers' World Market Index is a measure of the return of an 
equally weighted basket of short-term (three month U.S. Government securities 
and bank deposits) investments in eight major currencies: the U.S. dollars, 
UK pounds sterling, Canadian dollars, Japanese yen, Swiss francs, French 
francs, German deutsche mark and Netherlands guilder.

The Salomon Brothers Broad Investment-Grade Bond Index contains approximately 
3,800 Treasury and agency, corporate and mortgage bonds with a rating of BBB 
or higher, a stated maturity of at least one year, and a par value 
outstanding of $25 million or more. The index is weighted according to the 
market value of all bond issues included in the index.

The Salomon Brothers High Grade Corporate Bond Index consists of publicly 
issued, non-convertible corporate bonds rated AA or AAA.  It is a 
value-weighted, total return index, including approximately 800 issues with 
maturities of 12 years or grater.

The Salomon Brothers World Bond Index measures the total return performance 
of high-quality securities in major sectors of the international bond market. 
 The index covers approximately 600 bonds from 10 currencies: Australian 
dollars, Canadian dollars, European Currency Units, French francs, Japanese 
yen, Netherlands guilder, Swiss francs, UK pounds sterling, U.S. dollars, and 
German deutsche marks.

The J.P. Morgan Global Government Bond Index is a total return, market 
capitalization weighted index, rebalanced monthly consisting of the following 
countries: Australia, Belgium, Canada, Denmark, France, Germany, Italy, 
Japan, Netherlands, Spain, Sweden, United Kingdom and United States.

The 50/50 Index assumes a static mix of 50% of the S&P 500 Index and 50% of 
the Lehman Government Corporate Index.

Other Composite Indices: 70% S&P 500 Index and 30% NASDAQ Industrial Index; 
35% S&P 500 Index and 65% Salomon Brothers High Grade Bond Index; and 65% S&P 
Index and 35% Salomon Brothers High Grade Bond Index.


                                       7 

<PAGE>

The SEI Median Balanced Fund Universe measures a group of funds with an 
average annual equity commitment and an average annual bond - plus - private 
- - placement commitment greater than 5% each year.  SEI must have at least two 
years of data for a fund to be considered for the population.

The Russell 2000/Small Stock Index comprises the smallest 2000 stocks in the 
Russell 3000 Index, and represents approximately 11% of the total U.S. equity 
market capitalization.  The Russell 3000 Index comprises the 3,000 largest 
U.S. companies by market capitalization.  The smallest company has a market 
value of roughly $20 million.

The Russell 2500 Index is comprised of the bottom 500 stocks in the Russell 
1000 Index, which represents the universe of stocks from which most active 
money managers typically select; and all the stocks in the Russell 2000 
Index. The largest security in the index has a market capitalization of 
approximately 1.3 billion.

The Consumer Price Index (or Cost of Living Index), published by the United 
States Bureau of Labor Statistics is a statistical measure of change, over 
time, in the price of goods and services in major expenditure groups.

STOCKS, BONDS, BILLS AND INFLATION, published by Hobson Associates, presents 
an historical measure of yield, price and total return for common and small 
company stocks, long-term government bonds, Treasury bills and inflation.

Savings and Loan Historical Interest Rates as published in the United States 
Savings & Loan League Fact Book.

Historical data supplied by the research departments of First Boston 
Corporation, the J.P. Morgan companies, Salomon Brothers, Merrill Lynch, 
Pierce, Fenner & Smith, Shearson Lehman Hutton and Bloomberg L.P.

The MSCI Combined Far East Free ex Japan Index is a market-capitalization 
weighted index comprising stocks in Hong Kong, Indonesia, Korea, Malaysia, 
Philippines, Singapore and Thailand.  Korea is included in the MSCI Combined 
Far East Free ex Japan Index at 20% of its market capitalization.

The First Boston High Yield Index generally includes over 180 issues with an 
average maturity range of seven to ten years with a minimum capitalization of 
$100 million.  All issues are individually trader-priced monthly.

In reports or other communications to shareholders, the Fund may also 
describe general economic and market conditions affecting the Options and may 
compare the performance of the Options with (1) that of mutual funds included 
in the rankings prepared by Lipper or similar investment services that 
monitor the performance of insurance company separate accounts or mutual 
funds, (2) IBC/Donoghue's Money Fund Report, (3) other appropriate indices of 
investment securities and averages for peer universe of funds which are 
described in this Statement of Additional Information, or (4) data developed 
by National Integrity or any of the Sub-Advisers derived from such indices or 
averages.

INDIVIDUALIZED COMPUTER GENERATED ILLUSTRATIONS

National Integrity may from time to time use computer-based software 
available through Morningstar, CDA/Wiesenberger and/or other firms to provide 
registered representatives and existing and/or potential owners of the 
contracts with individualized hypothetical performance illustrations for some 
or all of the Variable Account Options. Such illustrations may include, 
without limitation, graphs, bar charts and other types of formats presenting 
the following information: (i) the historical results of a hypothetical 
investment in a single Option; (ii) the historical fluctuation of the value 
of a single Option (actual and hypothetical); (iii) the historical results of 
a hypothetical investment in more than one Option; (iv) the historical 
performance of two or more market indices in relation to one another and/or 
one or more Options; (v) the historical performance of two or more market 
indices in comparison to a single Option or a group of Options; (vi) a market 
risk/reward scatter chart showing the historical risk/reward relationship of 
one or more mutual funds or Options to one or more indices and a broad 
category of similar anonymous variable annuity subaccounts; and (vii) Option 
data sheets showing various information about one or more Options (such as 
information concerning total return for various periods, fees and expenses, 
standard deviation, alpha and beta, investment objective, inception date and 
net assets). We reserve the right to republish figures independently provided 
by Morningstar or any similar agency or service.

PART 4 - DETERMINATION OF ANNUITY UNIT VALUES


                                      8

<PAGE>

The annuity unit value was initially fixed at $1.00 for contracts with 
assumed base rates of net investment return of 5% and 3.5% a year, 
respectively.  For each valuation period thereafter, it is the annuity value 
for the preceding valuation period multiplied by the adjusted net investment 
factor under the contracts.  For each valuation period, the adjusted net 
investment factor is equal to the net investment factor reduced for each day 
in the valuation period by:

  *  .00013366 for a contract with an assumed base rate of net investment 
     return of 5% a year; or

  *  .00009425 for a contract with an assumed base rate of net investment 
     return of 3.5% a year.

Because of this adjustment, the annuity unit value rises and falls depending 
on whether the actual rate of net investment return (after charges) is higher 
or lower than the assumed base rate.

All certificates have a 5% assumed base rate, except in states where that 
rate is not permitted.  Annuity payments under contracts with an assumed base 
rate of 3.5% will at first be smaller than those under contracts with a 5% 
assumed base rate.  Payments under the 3.5% contracts, however, will rise 
more rapidly when unit values are rising, and payments will fall more slowly 
when unit values are falling, than those under 5% contracts.

The amounts of variable annuity payments are determined as follows:

Payments normally start on the Annuitant's retirement date.  The first three 
monthly payments are the same and will be based on the amount taken from the 
tables in the contract or on our current rates, whichever is more favorable 
to the participant. Where the Company's current annuity rates are used, 
contributions in the current and five prior participation years will qualify 
for the Company's current individual annuity rates applicable to funds 
derived from sources outside the Company.  The balance of the proceeds will 
qualify for the Company's current individual annuity rates for payment of 
proceeds.

The first three monthly payments depend on the assumed base rate of net 
investment return and the forms of annuity chosen (and any fixed period). If 
the annuity involves a life contingency, the risk class and the age of the 
annuitants will affect payments.

Payments after the first three months will vary according to the investment 
performance of the Variable Account Option or Options selected. After that, 
each payment will be calculated by multiplying the number of annuity units 
credited by the average annuity unit value for the second calendar month 
before the due date of the payment. The number of annuity units credited 
equals the initial periodic payment divided by the annuity unit value for the 
valuation period that includes the due date of the first annuity payment. The 
average annuity unit value is the average of the annuity unit values for the 
valuation periods ending in that month. Each business day is considered a 
valuation period. Days that aren't considered business days are added to the 
next business day and constitute one valuation period. For example, Saturday, 
Sunday and Monday are considered to be one valuation period.

ILLUSTRATION OF CHANGES IN ANNUITY UNIT VALUES.  To show how we determine 
variable annuity payments from month to month, assume that the contract value 
on a retirement date is enough to fund an annuity with a monthly payment of 
$363 and that the annuity unit value for the valuation period that includes 
the due date of the first annuity payment is $1.05.  The number of annuity 
units credited under your contract would be 345.71 (363 divided by 1.05 = 
345.71).

If the fourth monthly payment is due in March, and the average annuity unit 
value for January was $1.10, the annuity payment for March would be the 
number of units (345.71) times the average annuity unit value ($1.10), or 
$380.28. If the average annuity unit value was $1.00 in February, the annuity 
payment for April would be 345.71 times $1.00, or $345.71.

For period certain life annuities and life income annuities, the participant 
may not surrender or redeem once annuity payments begin.  For period certain 
life annuities only, if the payee (or the payee and the other annuitant under 
a joint and survivor annuity) dies before the period selected ends, the 
remaining payments will go to another named payee who may have the right to 
redeem the annuity and get the cash value of future guaranteed payments in a 
lump sum.  The present value of future guaranteed payments for a period 
certain is based on the number of payments left, the assumed base rate of net 
return, the number of annuity units and the annuity unit value for the date 
the Company


                                        9

<PAGE>

receives a written request for lump sum payment of remaining values. Assets 
held in the Account at least equal to all statutory reserves required for 
such Separate Account.

PART 5 - TAX FAVORED RETIREMENT PROGRAMS

The contracts described in the prospectus may be used in connection with 
certain tax-favored retirement programs, for groups and individuals. 
Following are brief descriptions of various types of qualified plans in 
connection with which National Integrity may issue a contract. National 
Integrity reserves the right to change its administrative rules, such as 
minimum contribution amounts, as needed to comply with the Code as to 
tax-favored retirement programs.


                                       10

<PAGE>

   
TRADITIONAL INDIVIDUAL RETIREMENT ANNUITIES
    

Code Section 408(b) permits eligible individuals to contribute to an 
individual retirement program known as a Traditional IRA. An individual who 
receives compensation and who has not reached age 70-1/2 by the end of the 
tax year may establish a Traditional IRA and make contributions up to the 
deadline for filing his or her federal income tax return for that year 
(without extensions). Traditional IRAs are subject to limitations on the 
amount that may be contributed, the persons who may be eligible, and on the 
time when distributions may begin. An individual may also rollover amounts 
distributed from another Traditional IRA, Roth IRA or another tax-favored 
retirement program to a Traditional IRA contract. Your Traditional IRA 
contract will be issued with a rider outlining the special terms of your 
contract that apply to Traditional IRAs. The Owner will be deemed to have 
consented to any other amendment unless the Owner notifies us that he or she 
does not consent within 30 days from the date we mail the amendment to the 
Owner.

   
ROTH INDIVIDUAL RETIREMENT ANNUITIES
    

Section 408(A) of the Code permits eligible individuals to contribute to an 
individual retirement program known as a Roth IRA. An individual who receives 
compensation may establish a Roth IRA and make contributions up to the 
deadline for filing his or her federal income tax return for that year 
(without extensions). Roth IRAs are subject to limitations on the amount that 
may be contributed, the persons who are eligible to contribute, and on the 
time when a tax-favored distribution may begin. An individual may also 
rollover amounts distributed from another Roth IRA or Traditional IRA to a 
Roth IRA contract. Your Roth IRA contract will be issued with a rider 
outlining the special terms of your contract which apply to Roth IRAs. Any 
amendment made for the purpose of complying with provisions of the Code and 
related regulations may be made without the consent of the Owner. The Owner 
will be deemed to have consented to any other amendment unless the Owner 
notifies us that he or she does not consent within 30 days from the date we 
mail the amendment to the Owner.

   
SIMPLE INDIVIDUAL RETIREMENT ANNUITIES
    

Currently, we do not issue Individual Retirement Annuities known as a "SIMPLE 
IRA" as defined in Section 408(p) of the Code.

   
TAX SHELTERED ANNUITIES
    

Section 403(b) of the Code permits the purchase of tax-sheltered annuities 
(TSA) by public schools and certain charitable, educational and scientific 
organizations described in Section 501(c)(3) of the Code. The contract is not 
intended to accept other than employee contributions. Such contributions are 
excluded from the gross income of the employee until the employee receives 
distributions from the contract. The amount of contributions to the TSA is 
limited to certain maximums imposed by Code sections 403(b), 415 and 402(g). 
Furthermore, the Code sets forth additional restrictions governing such items 
as transferability, distributions and withdrawals. Any employee should obtain 
competent tax advice as to the tax treatment and suitability of such an 
investment. Your contract will be issued with a rider outlining the special 
terms that apply to a TSA.

   
SIMPLIFIED EMPLOYEE PENSIONS
    

Section 408(k) of the Code allows employers to establish simplified employee 
pension plans (SEP-IRAS) for their employees, using the employees' IRAs for 
such purposes, if certain criteria are met. Under these plans the employer 
may, within specified limits, make deductible contributions on behalf of the 
employees to IRAs. Employers intending to use the contract in connection with 
such plans should seek competent advice. The SEP-IRA will be issued with a 
rider outlining the special terms of the contract.

   
CORPORATE AND SELF-EMPLOYED (H.R. 10 AND KEOGH) PENSION AND PROFIT SHARING PLANS
    

Sections 401(a) and 403(a) of the Code permit corporate employers to 
establish various types of tax-favored retirement plans for employees. The 
Self-Employed Individuals' Tax Retirement Act of 1962, as amended, commonly 
referred to as "H.R. 10" or "Keogh," permits self-employed individuals also 
to establish such tax-favored retirement plans for themselves and their 
employees. Such retirement plans may permit the purchase of


                                       11

<PAGE>

the contract in order to provide benefits under the plans. Employers 
intending to use the contract in connection with these plans should seek 
competent advice. The Company can request documentation to substantiate that 
a qualified plan exists and is being properly administered. National 
Integrity does not administer such plans.

   
DEFERRED COMPENSATION PLANS OF STATE AND LOCAL GOVERNMENTS AND TAX-EXEMPT 
ORGANIZATIONS
    

Section 457 of the Code permits employees of state and local governments and 
tax-exempt organizations to defer a portion of their compensation without 
paying current taxes. The employees must be participants in an eligible 
deferred compensation plan. To the extent the contracts are used in 
connection with an eligible plan, employees are considered general creditors 
of the employer and the employer as Owner of the contract has the sole right 
to the proceeds of the contract. However, Section 457(g), as added by the 
Small Business and Jobs Protection Act (SBJPA) of 1996, provides that on and 
after August 20, 1996, a plan maintained by an eligible governmental employer 
must hold all assets and income of the plan in a trust, custodial account, or 
annuity contract for the exclusive benefit of participants and their 
beneficiaries. Plans in existence on August 20, 1996, should have established 
a trust, custodial account, or annuity contract by January 1, 1999. Loans to 
employees may be permitted under such plans; however, a Section 457 plan is 
not required to allow loans. Contributions to a contract in connection with 
an eligible government plan are subject to limitations. Those who intend to 
use the contracts in connection with such plans should seek competent advice. 
The Company can request documentation to substantiate that a qualified plan 
exists and is being properly administered. National Integrity does not 
administer such plans.


                                       12

<PAGE>

DISTRIBUTIONS UNDER TAX FAVORED RETIREMENT PROGRAMs

   
Distributions from tax-favored plans are subject to certain restrictions. 
Participants in qualified plans, with the exception of five-percent owners, 
must begin receiving distributions by April 1 of the calendar year following 
the later of either (i) the year in which the employee reaches age 70-1/2 or 
(ii) the calendar year in which the employee retires. Participants in 
Traditional IRAs must begin receiving distributions by April 1 of the 
calendar year following the year in which the employee reaches age 70-1/2. 
Additional distribution rules apply after the participant's death. If you 
don't take mandatory distributions you may owe a 50% penalty tax on any 
difference between the required distribution amount and the amount 
distributed. Owners of traditional IRAs and five percent owners must begin 
distributions by age 70-1/2.
    

The Taxpayer Relief Act of 1997 creating Roth IRAs eliminates mandatory 
distribution at age 70 1/2 for Roth IRAs.

Distributions from a tax-favored plan (not including a Traditional IRA 
subject to Code Section 408(a) Roth IRA) to an employee, surviving spouse, or 
former spouse who is an alternate payee under a qualified domestic relations 
order, in the form of a lump sum settlement or periodic annuity payments for 
a fixed period of fewer than 10 years are subject to mandatory income tax 
withholding of 20% of the taxable amount of the distribution, unless (1) the 
distributee directs the transfer of such amounts in cash to another plan or 
Traditional IRA; or (2) the payment is a minimum distribution required under 
the Code. The taxable amount is the amount of the distribution less the 
amount allocable to after-tax contributions. All other types of taxable 
distributions are subject to withholding unless the distributee elects not to 
have withholding apply.

We are not permitted to make distributions from a contract unless a request 
has been made. It is therefore your responsibility to comply with the minimum 
distribution rules. You should consult your tax adviser regarding these rules 
and their proper application.

The above description of the federal income tax consequences of the different 
types of tax-favored retirement plans which may be funded by the contract is 
only a brief summary and is not intended as tax advice. The rules governing 
the provisions of plans are extremely complex and often difficult to 
comprehend. Anything less than full compliance with all applicable rules, all 
of which are subject to change, may have adverse tax consequences. A 
prospective Owner considering adoption of a plan and purchase of a contract 
in connection therewith should first consult a qualified and competent tax 
adviser, with regard to the suitability of the contract as an investment 
vehicle for the plan.

PART 6 - FINANCIAL STATEMENTS

Ernst & Young LLP, Suite 2100, 400 West Market Street, Louisville, Kentucky 
40202, is our independent auditor and serves as independent auditor of the 
Separate Account.  Ernst & Young LLP on an annual basis will audit certain 
financial statements prepared by management and express an opinion on such 
financial statements based on their audits.

   
The financial statements of the Separate Account as of December 31, 1998, and 
for the periods indicated in the financial statements and the statutory-basis 
financial statements of National Integrity as of and for the years ended 
December 31, 1998 and 1997 included in this SAI have been audited by Ernst & 
Young LLP, independent auditors, as set forth in their reports included 
herein.
    

The financial statements of National Integrity should be distinguished from 
the financial statements of the Separate Account and should be considered 
only as they relate to the ability of National Integrity to meet its 
obligations


                                      13

<PAGE>

under the contract. They should not be considered as relating to the 
investment performance of the assets held in the Separate Account.


                                       14

<PAGE>

                                          Financial Statements

                                           Separate Account I
                                                   of
                                National Integrity Life Insurance Company

                                            DECEMBER 31, 1998
                                   WITH REPORT OF INDEPENDENT AUDITORS

<PAGE>

                                  Separate Account I
                                          of
                      National Integrity Life Insurance Company


                                 Financial Statements

                                  December 31, 1998




                                       CONTENTS

Report of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . .  1

Audited Financial Statements

Statement of Assets and Liabilities. . . . . . . . . . . . . . . . . . . . .  2
Statement of Operations. . . . . . . . . . . . . . . . . . . . . . . . . . .  4
Statements of Changes in Net Assets. . . . . . . . . . . . . . . . . . . . .  6
Notes to Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . 10

<PAGE>

                            Report of Independent Auditors

Contract Holders
Separate Account I of National Integrity Life Insurance Company

We have audited the accompanying statement of assets and liabilities of Separate
Account I of National Integrity Life Insurance Company (comprising,
respectively, the Money Market, High Income, Equity-Income, Growth, Overseas,
Investment Grade Bond, Asset Manager, Index 500, Asset Manager: Growth,
Contrafund, Growth Opportunities, Balanced, and Growth & Income Divisions) as of
December 31, 1998, the related statement of operations for the year then ended
and statements of changes in net assets for the years ended December 31, 1998
and 1997. 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. Our procedures included
confirmation of mutual fund shares owned in Variable Insurance Products Fund,
Variable Insurance Products Fund II and Variable Insurance Products Fund III
(collectively the "Fidelity VIP Funds") as of December 31, 1998, by
correspondence with the transfer agent of the Fidelity VIP Funds. 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, the financial statements referred to above present fairly, in
all material respects, the financial position of each of the respective
divisions constituting Separate Account I of National Integrity Life Insurance
Company at December 31, 1998, and the results of their operations for the year
then ended, and changes in their net assets for the years ended December 31,
1998 and 1997, in conformity with generally accepted accounting principles.


                                              /s/ Ernst & Young LLP

Louisville, Kentucky
April 9, 1999


                                          1
<PAGE>

        Separate Account I of National Integrity Life Insurance Company

                       Statement of Assets and Liabilities

                                December 31, 1998

<TABLE>
<CAPTION>

                                                    MONEY                          EQUITY-
                                                    MARKET       HIGH INCOME       INCOME        GROWTH         OVERSEAS
                                                   DIVISION        DIVISION       DIVISION      DIVISION        DIVISION
                                                 ---------------------------------------------------------------------------
<S>                                              <C>            <C>            <C>            <C>             <C>
ASSETS
Investments in Fidelity VIP Funds at value
  (aggregate cost of $352,005,941)               $ 30,931,580   $ 33,577,715   $ 87,460,837   $ 61,697,970    $ 16,470,225

LIABILITIES
Payable to (receivable from) the general
  account of National Integrity                        33,426         (6,652)       (25,825)        26,066           2,150
                                                 ---------------------------------------------------------------------------
NET ASSETS                                       $ 30,898,154   $ 33,584,367   $ 87,486,662   $ 61,671,904    $ 16,468,075
                                                 ---------------------------------------------------------------------------
                                                 ---------------------------------------------------------------------------
UNIT VALUE                                       $      13.42   $      15.98   $      40.49   $      60.67    $      24.12
                                                 ---------------------------------------------------------------------------
                                                 ---------------------------------------------------------------------------
UNITS OUTSTANDING                                   2,302,396      2,101,650      2,160,698      1,016,514         682,756
                                                 ---------------------------------------------------------------------------
                                                 ---------------------------------------------------------------------------

<CAPTION>

                                                  INVESTMENT        ASSET
                                                  GRADE BOND       MANAGER
                                                   DIVISION        DIVISION
                                                 ---------------------------
<S>                                              <C>            <C>
ASSETS
Investments in Fidelity VIP Funds at value
  (aggregate cost of $352,005,941)               $  9,269,694   $ 34,762,439

LIABILITIES
Payable to (receivable from) the general
  account of National Integrity                         2,351          2,055
                                                 ---------------------------

NET ASSETS                                       $  9,267,343   $ 34,760,384
                                                 ---------------------------
                                                 ---------------------------

UNIT VALUE                                       $      19.02   $      28.94
                                                 ---------------------------
                                                 ---------------------------

UNITS OUTSTANDING                                     487,242      1,201,119
                                                 ---------------------------
                                                 ---------------------------
</TABLE>

SEE ACCOMPANYING NOTES.


                                       2
<PAGE>

         Separate Account I of National Integrity Life Insurance Company

                 Statement of Assets and Liabilities (continued)

                                December 31, 1998

<TABLE>
<CAPTION>

                                                                   ASSET
                                                                  MANAGER:                       GROWTH
                                                   INDEX 500       GROWTH       CONTRAFUND    OPPORTUNITIES    BALANCED
                                                   DIVISION       DIVISION       DIVISION        DIVISION      DIVISION
                                                 ----------------------------------------------------------------------------
<S>                                              <C>            <C>            <C>            <C>             <C>
ASSETS
Investments in Fidelity VIP Funds at value
  (aggregate cost of $352,005,941)               $ 46,449,703   $ 12,735,101   $ 63,688,794   $ 10,900,190    $  5,363,796

LIABILITIES
Payable to (receivable from) the general
  account of National Integrity                         4,232          3,286          3,819         (1,986)           (583)
                                                 ----------------------------------------------------------------------------

NET ASSETS                                       $ 46,445,471   $ 12,731,815   $ 63,684,975   $ 10,902,176    $  5,364,379
                                                 ----------------------------------------------------------------------------
                                                 ----------------------------------------------------------------------------
Unit value                                       $      28.85   $      20.35   $      25.00   $      14.74    $      13.18
                                                 ----------------------------------------------------------------------------
                                                 ----------------------------------------------------------------------------
Units outstanding                                   1,609,895        625,642      2,547,399        739,632         407,009
                                                 ----------------------------------------------------------------------------
                                                 ----------------------------------------------------------------------------

<CAPTION>

                                                   GROWTH &
                                                    INCOME
                                                   DIVISION         TOTAL
                                                 ---------------------------
<S>                                              <C>            <C>
ASSETS
Investments in Fidelity VIP Funds at value
  (aggregate cost of $352,005,941)               $ 12,657,629   $425,965,673

LIABILITIES
Payable to (receivable from) the general
  account of National Integrity                         2,743         45,082
                                                 ---------------------------

NET ASSETS                                       $ 12,654,886   $425,920,591
                                                 ---------------------------
                                                 ---------------------------
Unit value                                       $      15.58
                                                 ------------
                                                 ------------
Units outstanding                                     812,252
                                                 ------------
                                                 ------------

</TABLE>

SEE ACCOMPANYING NOTES.


                                       3
<PAGE>

         Separate Account I of National Integrity Life Insurance Company

                             Statement of Operations

                          Year Ended December 31, 1998

<TABLE>
<CAPTION>

                                                                    MONEY                       EQUITY-
                                                                    MARKET      HIGH INCOME      INCOME          GROWTH
                                                                   DIVISION       DIVISION      DIVISION        DIVISION
                                                                -------------------------------------------------------------
<S>                                                             <C>            <C>            <C>             <C>
INVESTMENT INCOME
    Reinvested dividends from Fidelity VIP Funds                $  1,193,948   $  4,234,336   $  5,255,931    $  6,460,577

EXPENSES
    Mortality and expense risk and
      administrative charges                                         305,166        506,292      1,186,859         714,878
                                                                -------------------------------------------------------------
NET INVESTMENT INCOME (LOSS)                                         888,782      3,728,044      4,069,072       5,745,699

REALIZED AND UNREALIZED GAIN (LOSS) ON
    INVESTMENTS
      Net realized gain (loss) on sales of investments                     -       (801,344)     4,379,481       3,135,995
      Net unrealized appreciation (depreciation)
         of investments
           Beginning of period                                             -      3,206,551     17,861,921       8,568,899
           End of period                                              11,413     (1,665,786)    17,270,036      16,538,280
                                                                -------------------------------------------------------------
     Change in net unrealized appreciation/
         depreciation during the period                               11,413     (4,872,337)      (591,885)      7,969,381
                                                                -------------------------------------------------------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
    INVESTMENTS                                                       11,413     (5,673,681)     3,787,596      11,105,376
                                                                -------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM OPERATIONS                                   $    900,195   $ (1,945,637)  $  7,856,668    $ 16,851,075
                                                                -------------------------------------------------------------
                                                                -------------------------------------------------------------

<CAPTION>

                                                                                 INVESTMENT        ASSET
                                                                  OVERSEAS       GRADE BOND       MANAGER
                                                                  DIVISION        DIVISION       DIVISION
                                                                ------------------------------------------
<S>                                                             <C>            <C>            <C>
INVESTMENT INCOME
    Reinvested dividends from Fidelity VIP Funds                $ 1,153,635    $    383,744   $  4,133,771

EXPENSES
    Mortality and expense risk and
      administrative charges                                        222,885         110,681        458,238
                                                                ------------------------------------------
NET INVESTMENT INCOME (LOSS)                                        930,750         273,063      3,675,533

REALIZED AND UNREALIZED GAIN (LOSS) ON
    INVESTMENTS
      Net realized gain (loss) on sales of investments              978,292         259,705      1,045,088
      Net unrealized appreciation (depreciation)
         of investments
           Beginning of period                                    1,076,735         349,438      5,692,094
           End of period                                            771,733         386,531      5,285,685
                                                                ------------------------------------------
     Change in net unrealized appreciation/
         depreciation during the period                            (305,002)         37,093       (406,409)
                                                                -------------------------------------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
    INVESTMENTS                                                     673,290         296,798        638,679
                                                                ------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM OPERATIONS                                   $ 1,604,040    $    569,861   $  4,314,212
                                                                ------------------------------------------
                                                                ------------------------------------------

</TABLE>

SEE ACCOMPANYING NOTES.


                                       4
<PAGE>

         Separate Account I of National Integrity Life Insurance Company

                       Statement of Operations (continued)

                          Year Ended December 31, 1998

<TABLE>
<CAPTION>

                                                                                  ASSET
                                                                                 MANAGER:                       GROWTH
                                                                  INDEX 500       GROWTH       CONTRAFUND    OPPORTUNITIES
                                                                  DIVISION       DIVISION       DIVISION        DIVISION
                                                                -------------------------------------------------------------
<S>                                                             <C>            <C>            <C>            <C>
INVESTMENT INCOME
    Reinvested dividends from Fidelity VIP Funds                $  1,319,117   $    940,385   $  2,822,307    $    189,749

EXPENSES
    Mortality and expense risk and
      administrative charges                                         537,288        137,806        749,475          92,880
                                                                -------------------------------------------------------------
NET INVESTMENT INCOME (LOSS)                                         781,829        802,579      2,072,832          96,869

REALIZED AND UNREALIZED GAIN (LOSS) ON
    INVESTMENTS
      Net realized gain (loss) on sales of investments             3,619,609        352,411      2,624,759         225,476
      Net unrealized appreciation (depreciation)
        of investments
          Beginning of period                                      5,720,773      1,122,816     10,859,280         228,284
          End of period                                           10,550,064      1,293,807     19,846,348       1,513,343
                                                                -------------------------------------------------------------
      Change in net unrealized appreciation/
        depreciation during the period                             4,829,291        170,991      8,987,068       1,285,059
                                                                -------------------------------------------------------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
    INVESTMENTS                                                    8,448,900        523,402     11,611,827       1,510,535
                                                                -------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM OPERATIONS                                   $  9,230,729   $  1,325,981   $ 13,684,659    $  1,607,404
                                                                =============================================================

<CAPTION>

                                                                                  GROWTH &
                                                                 BALANCED          INCOME
                                                                 DIVISION         DIVISION         TOTAL
                                                                ------------------------------------------
<S>                                                             <C>            <C>            <C>
INVESTMENT INCOME
    Reinvested dividends from Fidelity VIP Funds                $ 143,740      $     24,141   $ 28,255,381

EXPENSES
    Mortality and expense risk and
      administrative charges                                        48,124          118,563      5,189,135
                                                                ------------------------------------------
NET INVESTMENT INCOME (LOSS)                                        95,616          (94,422)    23,066,246

REALIZED AND UNREALIZED GAIN (LOSS) ON
    INVESTMENTS
      Net realized gain (loss) on sales of investments             138,125          536,772     16,494,369
      Net unrealized appreciation (depreciation)
        of investments
          Beginning of period                                       92,292          115,438     54,894,521
          End of period                                            375,864        1,782,414     73,959,732
                                                                ------------------------------------------
      Change in net unrealized appreciation/
        depreciation during the period                             283,572        1,666,976     19,065,211
                                                                ------------------------------------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
    INVESTMENTS                                                    421,697        2,203,748     35,559,580
                                                                ------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM OPERATIONS                                   $  517,313     $  2,109,326   $ 58,625,826
                                                                ------------------------------------------
                                                                ------------------------------------------

</TABLE>

SEE ACCOMPANYING NOTES.


                                       5
<PAGE>

         Separate Account I of National Integrity Life Insurance Company

                       Statement of Changes in Net Assets

                          Year Ended December 31, 1998

<TABLE>
<CAPTION>

                                                                    MONEY                       EQUITY-
                                                                    MARKET      HIGH INCOME      INCOME          GROWTH
                                                                   DIVISION       DIVISION      DIVISION        DIVISION
                                                                -------------------------------------------------------------
<S>                                                             <C>            <C>            <C>             <C>
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
    Net investment income (loss)                                $    888,782   $  3,728,044   $  4,069,072    $  5,745,699
    Net realized gain (loss) on sales of investments                       -       (801,344)     4,379,481       3,135,995
    Change in net unrealized appreciation/
      depreciation during the period                                  11,413     (4,872,337)      (591,885)      7,969,381
                                                                --------------------------------------------------------------
Net increase (decrease) in net assets resulting
    from operations                                                  900,195     (1,945,637)     7,856,668      16,851,075

INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT
    RELATED TRANSACTIONS
      Contributions from contract holders                          7,683,172      8,856,054      7,648,252       3,421,968
      Contract terminations and benefits                          (2,691,835)    (2,997,649)    (5,623,280)     (2,755,249)
      Net transfers among investment options                       6,847,731     (6,026,119)    (4,949,952)     (1,119,971)
                                                                --------------------------------------------------------------
 Net increase (decrease) in net assets
    from contract related transactions                            11,839,068       (167,714)    (2,924,980)       (453,252)
                                                                --------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS                                 12,739,263     (2,113,351)     4,931,688      16,397,823

Net assets, beginning of year                                     18,158,891     35,697,718     82,554,974      45,274,081
                                                                --------------------------------------------------------------

NET ASSETS, END OF YEAR                                         $ 30,898,154   $ 33,584,367   $ 87,486,662    $ 61,671,904
                                                                --------------------------------------------------------------
                                                                --------------------------------------------------------------
UNIT TRANSACTIONS
    Contributions                                                    584,624        525,737        201,453          69,040
    Terminations and benefits                                       (202,925)      (181,235)      (149,003)        (55,771)
    Net transfers                                                    513,031       (351,400)      (136,924)        (23,611)
                                                                --------------------------------------------------------------
Net increase (decrease) in units                                     894,730         (6,898)       (84,474)        (10,342)
                                                                --------------------------------------------------------------
                                                                --------------------------------------------------------------

<CAPTION>

                                                                                 INVESTMENT        ASSET
                                                                  OVERSEAS       GRADE BOND       MANAGER
                                                                  DIVISION        DIVISION       DIVISION
                                                                ------------------------------------------
<S>                                                             <C>            <C>             <C>
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
    Net investment income (loss)                                $    930,750   $    273,063    $ 3,675,533
    Net realized gain (loss) on sales of investments                 978,292        259,705      1,045,088
    Change in net unrealized appreciation/
      depreciation during the period                                (305,002)        37,093       (406,409)
                                                                ------------------------------------------
Net increase (decrease) in net assets resulting
    from operations                                                1,604,040        569,861      4,314,212

INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT
    RELATED TRANSACTIONS
      Contributions from contract holders                          1,093,541      1,092,650      1,930,458
      Contract terminations and benefits                          (1,055,210)      (743,383)    (3,832,539)
      Net transfers among investment options                        (430,261)     1,199,932       (228,711)
                                                                ------------------------------------------
 Net increase (decrease) in net assets
    from contract related transactions                              (391,930)     1,549,199     (2,130,792)
                                                                ------------------------------------------
INCREASE (DECREASE) IN NET ASSETS                                  1,212,110      2,119,060      2,183,420

Net assets, beginning of year                                     15,255,965      7,148,283     32,576,964
                                                                ------------------------------------------

NET ASSETS, END OF YEAR                                         $ 16,468,075   $  9,267,343   $ 34,760,384
                                                                ------------------------------------------
                                                                ------------------------------------------
UNIT TRANSACTIONS
    Contributions                                                     46,142         66,699         71,404
    Terminations and benefits                                        (45,504)       (40,466)      (141,174)
    Net transfers                                                    (21,246)        57,607         (6,639)
                                                                ------------------------------------------
Net increase (decrease) in units                                     (20,608)        83,840        (76,409)
                                                                ------------------------------------------
                                                                ------------------------------------------
</TABLE>

SEE ACCOMPANYING NOTES.


                                       6
<PAGE>

      Separate Account I of National Integrity Life Insurance Company

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1998

<TABLE>
<CAPTION>

                                                                                  ASSET
                                                                                 MANAGER:                       GROWTH
                                                                  INDEX 500       GROWTH       CONTRAFUND    OPPORTUNITIES
                                                                  DIVISION       DIVISION       DIVISION        DIVISION
                                                                -------------------------------------------------------------
<S>                                                             <C>            <C>            <C>            <C>
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
    Net investment income (loss)                                $    781,829   $    802,579   $  2,072,832    $     96,869
    Net realized gain (loss) on sales of investments               3,619,609        352,411      2,624,759         225,476
    Change in net unrealized appreciation/
      depreciation during the period                               4,829,291        170,991      8,987,068       1,285,059
                                                                ----------------------------------------------------------
Net increase (decrease) in net assets resulting
    from operations                                                9,230,729      1,325,981     13,684,659       1,607,404

INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT
    RELATED TRANSACTIONS
      Contributions from contract holders                          5,157,740      2,886,782      6,518,733       3,346,797
      Contract terminations and benefits                          (1,781,004)      (281,616)    (2,443,405)       (233,462)
      Net transfers among investment options                         603,805        948,447     (2,118,664)      2,333,223
                                                                ----------------------------------------------------------
Net increase (decrease) in net assets
    from contract related transactions                             3,980,541      3,553,613      1,956,664       5,446,558
                                                                ----------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS                                 13,211,270      4,879,594     15,641,323       7,053,962

Net assets, beginning of year                                     33,234,201      7,852,221     48,043,652       3,848,214
                                                                ----------------------------------------------------------

NET ASSETS, END OF YEAR                                         $ 46,445,471   $ 12,731,815   $ 63,684,975    $ 10,902,176
                                                                ----------------------------------------------------------
                                                                ----------------------------------------------------------
UNIT TRANSACTIONS
    Contributions                                                    204,765        162,656        305,274         257,477
    Terminations and benefits                                        (71,117)       (15,048)      (114,077)        (17,672)
    Net transfers                                                     17,967         30,614       (107,575)        178,875
                                                                ----------------------------------------------------------
Net increase (decrease) in units                                     151,615        178,222         83,622         418,680
                                                                ----------------------------------------------------------
                                                                ----------------------------------------------------------

<CAPTION>

                                                                                  
                                                                 BALANCED          GROWTH &
                                                                 DIVISION           INCOME       TOTAL
                                                                ------------------------------------------
<S>                                                             <C>            <C>            <C>
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
    Net investment income (loss)                                $     95,616   $    (94,422)  $ 23,066,246
    Net realized gain (loss) on sales of investments                 138,125        536,772     16,494,369
    Change in net unrealized appreciation/
      depreciation during the period                                 283,572      1,666,976     19,065,211
                                                                ------------------------------------------
Net increase (decrease) in net assets resulting
    from operations                                                  517,313      2,109,326     58,625,826

INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT
    RELATED TRANSACTIONS
      Contributions from contract holders                          1,434,916      3,045,089     54,116,152
      Contract terminations and benefits                            (145,600)      (309,544)   (24,893,776)
      Net transfers among investment options                       1,567,149      3,885,871      2,512,480
                                                                ------------------------------------------
Net increase (decrease) in net assets
    from contract related transactions                             2,856,465      6,621,416     31,734,856
                                                                ------------------------------------------
INCREASE (DECREASE) IN NET ASSETS                                  3,373,778      8,730,742     90,360,682

Net assets, beginning of year                                      1,990,601      3,924,144    335,559,909
                                                                ------------------------------------------

NET ASSETS, END OF YEAR                                         $  5,364,379   $ 12,654,886   $425,920,591
                                                                ------------------------------------------
                                                                ------------------------------------------
UNIT TRANSACTIONS
    Contributions                                                    125,126        228,119
    Terminations and benefits                                        (18,419)       (22,336)
    Net transfers                                                    125,073        284,554
                                                                ---------------------------
Net increase (decrease) in units                                     231,780        490,337
                                                                ---------------------------
                                                                ---------------------------

</TABLE>

SEE ACCOMPANYING NOTES.


                                       7
<PAGE>

         Separate Account I of National Integrity Life Insurance Company

                       Statement of Changes in Net Assets

                          Year Ended December 31, 1997


<TABLE>
<CAPTION>

                                                                    MONEY                       EQUITY-
                                                                    MARKET      HIGH INCOME      INCOME          GROWTH
                                                                   DIVISION       DIVISION      DIVISION        DIVISION
                                                                -------------------------------------------------------------
<S>                                                             <C>            <C>            <C>             <C>
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
    Net investment income (loss)                                $ 734,504      $  1,518,645   $  4,824,184    $    721,529
    Net realized gain on sales of investments                            -          760,264      1,220,503       2,802,454
    Change in net unrealized appreciation
      during the period                                                  -        1,670,529      9,525,676       4,262,548
                                                                --------------------------------------------------------------
Net increase in net assets resulting from operations               734,504        3,949,438     15,570,363       7,786,531

INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT
    RELATED TRANSACTIONS
      Contributions from contract holders                       14,076,961        8,893,416     13,965,376       5,919,207
      Contract terminations and benefits                         (2,421,910)     (4,148,133)    (3,205,355)     (2,392,011)
      Net transfers among investment options                    (12,252,316)      3,601,295      1,081,673        (134,896)
                                                                --------------------------------------------------------------
 Net increase (decrease) in net assets
    from contract related transactions                            (597,265)       8,346,578     11,841,694       3,392,300
                                                                --------------------------------------------------------------
INCREASE IN NET ASSETS                                             137,239       12,296,016     27,412,057      11,178,831

Net assets, beginning of year                                   18,021,652       23,401,702     55,142,917      34,095,250
                                                                --------------------------------------------------------------

NET ASSETS, END OF YEAR                                         $ 18,158,891   $ 35,697,718   $ 82,554,974    $ 45,274,081
                                                                --------------------------------------------------------------
                                                                --------------------------------------------------------------
UNIT TRANSACTIONS
    Contributions                                                1,114,197          558,880        422,804         144,679
    Terminations and benefits                                     (191,440)        (271,245)       (91,232)        (58,086)
    Net transfers                                                 (968,450)         215,858         18,003          (1,855)
                                                                --------------------------------------------------------------
Net increase (decrease) in units                                   (45,693)         503,493        349,575          84,738
                                                                --------------------------------------------------------------
                                                                --------------------------------------------------------------

<CAPTION>

                                                                                 INVESTMENT        ASSET
                                                                  OVERSEAS       GRADE BOND       MANAGER
                                                                  DIVISION        DIVISION       DIVISION
                                                                ------------------------------------------
<S>                                                             <C>            <C>            <C>
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
    Net investment income (loss)                                $    865,099   $    249,347   $  3,118,731
    Net realized gain on sales of investments                        603,432         34,624        929,804
    Change in net unrealized appreciation
      during the period                                             (294,024)       137,523      1,313,957
                                                                ------------------------------------------
Net increase in net assets resulting from operations               1,174,507        421,494      5,362,492

INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT
    RELATED TRANSACTIONS
      Contributions from contract holders                          2,914,588        903,638      2,746,016
      Contract terminations and benefits                          (1,275,749)      (295,183)    (3,098,725)
      Net transfers among investment options                         680,539        514,038     (1,391,288)
                                                                ------------------------------------------
 Net increase (decrease) in net assets
    from contract related transactions                             2,319,378      1,122,493     (1,743,997)
                                                                ------------------------------------------
INCREASE IN NET ASSETS                                             3,493,885      1,543,987      3,618,495

Net assets, beginning of year                                     11,762,080      5,604,296     28,958,469
                                                                ------------------------------------------

NET ASSETS, END OF YEAR                                         $ 15,255,965   $  7,148,283   $ 32,576,964
                                                                ------------------------------------------
                                                                ------------------------------------------
UNIT TRANSACTIONS
    Contributions                                                    132,358         53,477        116,674
    Terminations and benefits                                        (57,026)       (17,510)      (132,593)
    Net transfers                                                     31,275         27,162        (58,489)
                                                                ------------------------------------------
Net increase (decrease) in units                                     106,607         63,129        (74,408)
                                                                ------------------------------------------
                                                                ------------------------------------------
</TABLE>

SEE ACCOMPANYING NOTES.


                                       8
<PAGE>

         Separate Account I of National Integrity Life Insurance Company

                 Statement of Changes in Net Assets (continued)

                          Year Ended December 31, 1997

<TABLE>
<CAPTION>

                                                                                  ASSET
                                                                                 MANAGER:                       GROWTH
                                                                  INDEX 500       GROWTH       CONTRAFUND    OPPORTUNITIES
                                                                  DIVISION       DIVISION       DIVISION        DIVISION
                                                                -------------------------------------------------------------
<S>                                                             <C>            <C>            <C>            <C>
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
    Net investment income (loss)                                $    182,158   $    (80,700)  $    410,353    $    (19,432)
    Net realized gain on sales of investments                      1,071,877        474,836        960,967          86,693
    Change in net unrealized appreciation
      during the period                                            4,188,231        952,751      6,284,192         228,284
                                                                ---------------------------------------------------------------
Net increase in net assets resulting from operations               5,442,266      1,346,887      7,655,512         295,545

INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT
    RELATED TRANSACTIONS
      Contributions from contract holders                          9,004,723      2,970,634     10,325,955       2,953,975
      Contract terminations and benefits                            (657,828)      (406,304)    (1,976,049)        (36,079)
      Net transfers among investment options                       6,587,964        (78,663)     2,335,510         634,773
                                                                ---------------------------------------------------------------
Net increase (decrease) in net assets
    from contract related transactions                            14,934,859      2,485,667     10,685,416       3,552,669
                                                                ---------------------------------------------------------------
INCREASE IN NET ASSETS                                            20,377,125      3,832,554     18,340,928       3,848,214

Net assets, beginning of year                                     12,857,076      4,019,667     29,702,724              -
                                                               ----------------------------------------------------------------

NET ASSETS, END OF YEAR                                         $ 33,234,201   $  7,852,221   $ 48,043,652    $  3,848,214
                                                               ----------------------------------------------------------------
                                                               ----------------------------------------------------------------
UNIT TRANSACTIONS
    Contributions                                                    430,320        183,734        571,556         266,949
    Terminations and benefits                                        (30,797)       (24,412)      (101,248)         (3,103)
    Net transfers                                                    320,269          5,421        127,720          57,106
                                                                ---------------------------------------------------------------
Net increase (decrease) in units                                     719,792        164,743        598,028         320,952
                                                               ----------------------------------------------------------------
                                                               ----------------------------------------------------------------

<CAPTION>

                                                                                  GROWTH &
                                                                 BALANCED          INCOME
                                                                 DIVISION         DIVISION         TOTAL
                                                                ------------------------------------------
<S>                                                             <C>            <C>            <C>
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
    Net investment income (loss)                                $    (10,036)  $     81,578   $ 12,595,960
    Net realized gain on sales of investments                         13,552         86,669      9,045,675
    Change in net unrealized appreciation
      during the period                                               92,292        115,438     28,477,397
                                                                ------------------------------------------
Net increase in net assets resulting from operations                  95,808        283,685     50,119,032

INCREASE (DECREASE) IN NET ASSETS FROM CONTRACT
    RELATED TRANSACTIONS
      Contributions from contract holders                          1,711,873      2,726,972     79,113,334
      Contract terminations and benefits                             (22,531)       (40,093)   (19,975,950)
      Net transfers among investment options                         205,451        953,580      2,737,660
                                                                ------------------------------------------
Net increase (decrease) in net assets
    from contract related transactions                             1,894,793      3,640,459     61,875,044
                                                                ------------------------------------------
INCREASE IN NET ASSETS                                             1,990,601      3,924,144    111,994,076

Net assets, beginning of year                                              -              -    223,565,833
                                                                ------------------------------------------

NET ASSETS, END OF YEAR                                         $  1,990,601   $  3,924,144   $335,559,909
                                                                ------------------------------------------
                                                                ------------------------------------------
UNIT TRANSACTIONS
    Contributions                                                    156,357        241,192
    Terminations and benefits                                         (2,031)        (3,381)
    Net transfers                                                     20,903         84,104
                                                                ---------------------------
Net increase (decrease) in units                                     175,229        321,915
                                                                ---------------------------
                                                                ---------------------------

</TABLE>

SEE ACCOMPANYING NOTES.


                                       9
<PAGE>

                                  Separate Account I
                                          of
                      National Integrity Life Insurance Company

                            Notes to Financial Statements

                                  December 31, 1998


1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

National Integrity Life Insurance Company ("National Integrity") established
Separate Account I (the "Separate Account") on May 19, 1986, under the insurance
laws of the State of New York, for the purpose of issuing flexible premium
variable annuity contracts ("contracts"). The Separate Account is a unit
investment trust registered with the Securities and Exchange Commission under
the Investment Company Act of 1940, as amended. The operations of the Separate
Account are part of National Integrity.

National Integrity is a wholly owned subsidiary of Integrity Life Insurance
Company and their ultimate parent is ARM Financial Group, Inc. ("ARM"). ARM
specializes in the growing asset accumulation business with particular emphasis
on retirement savings and investment products.

Contract holders may allocate or transfer their account values to one or more of
the Separate Account's investment divisions or, for certain contract holders, to
a guaranteed interest division provided by National Integrity, or both. Certain
contract holders may also allocate or transfer a portion or all of their account
values to one or more fixed rate guaranteed rate options of National Integrity's
Separate Account GPO.

The Separate Account investment divisions are invested in shares of
corresponding investment portfolios of the Variable Insurance Products Fund,
Variable Insurance Products Fund II and Variable Insurance Products Fund III
(collectively the "Fidelity VIP Funds"). The Fidelity VIP Funds are "series"
type mutual funds managed by Fidelity Management and Research Company ("Fidelity
Management"). The contract holder's account value in a Separate Account division
will vary depending on the performance of the corresponding portfolio. The
Separate Account currently has thirteen investment divisions available. The
investment objective of each division and its corresponding portfolio are the
same. Set forth below is a summary of the investment objectives of the operative
portfolios of the Fidelity VIP Funds at December 31, 1998 for this Separate
Account.


                                          10
<PAGE>

                                  Separate Account I
                                          of
                      National Integrity Life Insurance Company

                      Notes to Financial Statements (continued)


1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     MONEY MARKET PORTFOLIO seeks to earn as high a level of current income as
     is consistent with preserving capital and providing liquidity. It invests
     only in high-quality, U.S. dollar denominated money market securities of
     domestic and foreign issuers, such as certificates of deposit, obligations
     of governments and their agencies, and commercial paper and notes.

     HIGH INCOME PORTFOLIO seeks to earn a high level of current income by
     investing primarily in high-yielding, lower rated, fixed-income securities,
     while also considering growth of capital. It normally invests at least 65%
     of its total assets in income-producing debt securities and preferred
     stocks, including convertible securities, and up to 20% in common stocks
     and other equity securities.

     EQUITY-INCOME PORTFOLIO seeks reasonable income by investing primarily in
     income producing equity securities, with the potential for capital
     appreciation as a consideration. The portfolio seeks a yield which exceeds
     the composite yield on the securities compromising S&P 500.  It normally
     invests at least 65% of its assets in income-producing equity securities.

     GROWTH PORTFOLIO seeks capital appreciation through investing its assets
     in the stock of companies that are believed to have above-average growth
     potential.  These companies tend to have higher than average price/earnings
     (P/E) ratios.  Companies with strong growth potential often have new
     products, technologies, distribution channels or other opportunities for a
     strong industry market position.  The stock of these companies are often
     called "growth" stocks.

     OVERSEAS PORTFOLIO seeks long-term growth of capital primarily through
     investments in foreign securities. It normally invests at least 65% of its
     assets in foreign securities.

     INVESTMENT GRADE BOND PORTFOLIO seeks as high a level of current income as
     is consistent with the preservation of capital by investing in a broad
     range of investment-grade fixed-income securities.


                                          11
<PAGE>

                                  Separate Account I
                                          of
                      National Integrity Life Insurance Company

                      Notes to Financial Statements (continued)


1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

ASSET MANAGER PORTFOLIO seeks high total return with reduced risk over the
long-term by allocating its assets among stocks, bonds and short-term money
market instruments.

INDEX 500 PORTFOLIO seeks to provide investment results that correspond to the
total return (i.e., the combination of capital changes and income) of common
stocks publicly traded in the United States. In seeking this objective, the
Portfolio attempts to duplicate the composition and total return of the Standard
& Poor's 500 Composite Stock Price Index while keeping transaction costs and
other expenses low.

ASSET MANAGER: GROWTH PORTFOLIO is an asset allocation fund which seeks to
maximize total return over the long term through investments in stocks, bonds
and short-term money market instruments. The portfolio has a "neutral" mix of
assets which represents the general allocation of the fund's investments over
the long term. The approximate "neutral" mix for stocks, bonds and short-term
investments is 70%, 25% and 5%, respectively.

CONTRAFUND PORTFOLIO seeks long-term capital appreciation by investing assets
primarily in common stocks.  The Portfolio invests assets in securities of
companies whose value may not fully be recognized by the public.  The types of
companies in which the Portfolio may invest include companies experiencing
positive fundamental change such as a new management team or product launch, a
significant cost-cutting initiative, a merger or acquisition, or a reduction in
industry capacity that should lead to improved pricing; companies whose earning
potential has increased or is expected to increase more than generally
perceived; companies that have enjoyed recent market popularity but which appear
to have temporarily fallen out of favor for reasons that are considered
non-recurring or short-term; and companies that are undervalued in relation to
securities of other companies in the same industry.

GROWTH OPPORTUNITIES PORTFOLIO seeks to provide capital growth by investing
primarily in common stocks. The portfolio has the ability to purchase other
types of securities, including bonds which may be lower-quality debt securities.

BALANCED PORTFOLIO seeks both income and growth of capital by investing in a
diversified portfolio of equity and fixed-income securities. It uses a balanced
approach to provide the


                                          12
<PAGE>

                                  Separate Account I
                                          of
                      National Integrity Life Insurance Company

                      Notes to Financial Statements (continued)


1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     best possible total return from investments in foreign and domestic equity
     securities, convertible securities, preferred and common stocks paying any
     combination of dividends and capital gains, and fixed income securities.

     GROWTH & INCOME PORTFOLIO seeks a high total return through a combination
     of current income and capital appreciation by investing mainly in equity
     securities.  It invests primarily in stocks of companies that offer
     potential for growth in earnings while paying current dividends, but offer
     the potential for capital appreciation on future income. Investments may
     also include bonds, lower quality debt securities, as well as stocks that
     are not currently paying dividends, but offer prospects for future income
     or capital appreciation.

The assets of the Separate Account are owned by National Integrity. The portion
of the Separate Account's assets supporting the contracts may not be used to
satisfy liabilities arising out of any other business of National Integrity.

BASIS OF PRESENTATION

The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for unit investment trusts.

INVESTMENTS

Investments in shares of the Fidelity VIP Funds are valued at the net asset
values of the respective portfolios, which approximates fair value. The
difference between cost and fair value is reflected as unrealized appreciation
and depreciation of investments.

Share transactions are recorded on the trade date. Realized gains and losses on
sales of shares of the Fidelity VIP Funds are determined based on the identified
cost basis.

Dividends from income and capital gain distributions are recorded on the
ex-dividend date. Dividends and distributions from the Fidelity VIP Fund
portfolios are reinvested in the respective portfolios and are reflected in the
unit value of the divisions of the Separate Account.


                                          13
<PAGE>

                                  Separate Account I
                                          of
                      National Integrity Life Insurance Company

                      Notes to Financial Statements (continued)


1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

UNIT VALUE

Unit values for the Separate Account divisions are computed at the end of each
business day. The unit value is equal to the unit value for the preceding
business day multiplied by a net investment factor. This net investment factor
is determined based on the value of the underlying mutual fund portfolios of the
Separate Account, reinvested dividends and capital gains, new premium deposits
or withdrawals, and the daily asset charge for the mortality and expense risk
and administrative charges. Unit values are adjusted daily for all activity in
the Separate Account.

TAXES

Operations of the Separate Account are included in the income tax return of
National Integrity which is taxed as a life insurance company under the Internal
Revenue Code. The Separate Account will not be taxed as a regulated investment
company under Subchapter M of the Internal Revenue Code. Under the provisions of
the policies, National Integrity has the right to charge the Separate Account
for federal income tax attributable to the Separate Account. No charge is
currently being made against the Separate Account for such tax since, under
current tax law, National Integrity pays no tax on investment income and capital
gains reflected in variable life insurance policy reserves. However, National
Integrity retains the right to charge for any federal income tax incurred which
is attributable to the Separate Account if the law is changed. Charges for state
and local taxes, if any, attributable to the Separate Account may also be made.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.


                                          14
<PAGE>

                                  Separate Account I
                                          of
                      National Integrity Life Insurance Company

                      Notes to Financial Statements (continued)


2. INVESTMENTS

The aggregate cost of portfolio shares purchased and proceeds from portfolio
shares sold during the year ended December 31, 1998 and the cost of shares held
at December 31, 1998 for each division were as follows:

<TABLE>
<CAPTION>

                DIVISION                 PURCHASES       SALES          COST
- --------------------------------------------------------------------------------
<S>                                    <C>           <C>           <C>
Money Market                           $  57,164,756 $  44,405,551 $  30,920,167
High Income                               28,669,669    25,112,865    35,243,501
Equity-Income                             14,189,602    13,068,281    70,190,801
Growth                                    17,057,691    11,735,913    45,159,690
Overseas                                   7,807,526     7,263,694    15,698,492
Investment Grade Bond                      5,978,086     4,151,531     8,883,163
Asset Manager                              7,745,093     6,197,570    29,476,754
Index 500                                 15,031,271    10,266,715    35,899,639
Asset Manager: Growth                      7,334,692     2,973,879    11,441,294
Contrafund                                11,533,203     7,497,076    43,842,446
Growth Opportunities                       7,345,397     1,803,250     9,386,847
Balanced                                   4,432,410     1,480,131     4,987,932
Growth & Income                            9,945,357     3,416,078    10,875,215
                                                                   -------------
                                                                   $ 352,005,941
                                                                   -------------
                                                                   -------------
</TABLE>

3. EXPENSES

National Integrity assumes mortality and expense risks and incurs certain
administrative expenses related to the operations of the Separate Account and
deducts a charge from the assets of the Separate Account at an annual rate of
1.20% and 0.15% of net assets, respectively, to cover these risks and expenses.
In addition, an annual charge of $30 per contract is assessed if the
participant's account value is less than $50,000 at the end of any participation
year prior to the participant's retirement date (as defined by the participant's
contract).


                                          15
<PAGE>

                                PART C
   
                           OTHER INFORMATION
                           -----------------
    

   
ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS
          ---------------------------------
    

   
(a)       Financial Statements included in Part A:
          ----------------------------------------
    

   
          Part 1 - Financial Information
    

   
          Financial Statements included in Part B:
          ----------------------------------------
    

   
          Separate Account I:
          -------------------
    

   
          Report of Independent Auditors
          Statement of Assets and Liabilities as of December 31, 1998
          Statement of Operations for the Year Ended December 31, 1998
          Statements of Changes in Net Assets for the Years Ended December 31,
          1998 and 1997
          Notes to Financial Statements
    

   
          National Integrity Life Insurance Company:
          ------------------------------------------
    

   
          Report of Independent Auditors
          Balance Sheets (Statutory Basis) as of December 31, 1998 and 1997
          Statements of Income (Statutory Basis) for the Years Ended
               December 31, 1998 and 1997
          Statements of Changes in Capital and Surplus (Statutory Basis) for
               the Years Ended December 31, 1998 and 1997
          Statements of Cash Flows (Statutory Basis) for the Years Ended
               December 31, 1998 and 1997
          Notes to Financial Statements (Statutory Basis)
    

   
    

(b)       Exhibits:
          ---------

          The following exhibits are filed herewith:

          1.       Resolutions of the Board of Directors of National Integrity
                   Life Insurance Company (NATIONAL INTEGRITY) authorizing the
                   establishment of Separate Account I, the Registrant.
                   Incorporated by reference from Registrant's Form N-4
                   registration statement (File No. 33-8905), filed on
                   September 19, 1986.

          2.       Not applicable.

          3.(a)    Form of Selling/General Agent Agreement among National
                   Integrity, Integrity Financial Services, Inc. ("IFS") (the
                   previous principal underwriter) and broker dealers.
                   Incorporated by reference from post-effective amendment
                   no. 5 to Registrant's Form N-4 registration statement
                   (File No. 33-8905) filed on March 2, 1992.

         3.(b)     Form of Variable Contract Principal Underwriter Agreement
                   with ARM Securities Corporation. Incorporated by reference
                   from Registrant's Form N-4 registration statement
                   (File No. 33-56658), filed on May 1, 1996.

         4.(a)     Form of trust agreement. Incorporated by reference from
                   Registrant's Form N-4 registration statement
                   (File No. 33-51126), filed on August 20, 1992.


                                       1

<PAGE>

         4.(b)     Form of group variable annuity contract. Incorporated by
                   reference from Registrant's Form N-4 registration statement
                   (File No. 33-56658), filed on December 31, 1992.

         4.(c)     Form of variable annuity certificate. Incorporated by
                   reference from Registrant's Form N-4 registration statement
                   (File No. 33-56658), filed on December 31, 1992.

         4.(d)     Form of riders to certificate for qualified plans.
                   Incorporated by reference from amendment no. 1 to
                   Registrant's Form S-1 registration statement
                   (File No. 33-51122), filed on November 10, 1992.

         5.        Form of application. Incorporated by reference from
                   Registrant's Form N-4 registration statement
                   (File No. 33-56658), filed on December 31, 1992.

         6.(a)     Certificate of Incorporation of National Integrity.
                   Incorporated by reference from Registrant's Form N-4
                   registration statement (File No. 33-33119), filed on
                   January 19, 1990.

         6.(b)     By-Laws of National Integrity.  Incorporated by reference
                   from Registrant's Form N-4 registration statement
                   (File No. 33-33119), filed on January 19, 1990.

         7.        Reinsurance Agreement between National Integrity and
                   Connecticut General Life Insurance Company (CIGNA)
                   effective January 1, 1995 (filed herewith). Incorporated by
                   reference from Registrant's Form N-4 registration statement
                   (File No. 33-56658), filed on April 28, 1995.

         8.(a)     Participation Agreement Among Variable Insurance Products
                   Fund, Fidelity Distributors Corporation ("FDC") and National
                   Integrity, dated November 20, 1990.  Incorporated by
                   reference from post-effective amendment no. 5 to Registrant's
                   Form N-4 registration statement (File No. 33-8905), filed
                   on March 2, 1992.

         8.(b)     Participation Agreement Among Variable Insurance Products
                   Fund II, FDC and National Integrity, dated November 20, 1990.
                   Incorporated by reference from post-effective amendment
                   no. 5 to Registrant's Form N-4 registration statement
                   (File No. 33-8905), filed on March 2, 1992.

         8.(c)     Amendment No. 1 to Participation Agreements Among Variable
                   Insurance Products Fund, Variable Insurance Products Fund II,
                   FDC, and National Integrity. Incorporated by reference from
                   Registrant's Form N-4 registration statement
                   (File No. 33-56658), filed on May 1, 1996.

         8.(d)     Participation Agreement Among Variable Insurance Products
                   Fund III, FDC and National Integrity. Incorporated by
                   reference from Registrant's Form N-4 registration statement
                   (File No. 33-56658) filed on May 6, 1998.

         9.        Opinion and Consent of Kevin L. Howard. Incorporated by
                   reference from Registrant's Form N-4 registration statement
                   (File No. 33-56658) filed on May 6, 1998.

   
         10.       Consents of Ernst & Young LLP.
    

         11.       Not applicable.

         12.       Not applicable.

         13.       Schedule for computation of performance quotations.
                   Incorporated by reference from Registrant's Form N-4
                   registration statement (File No.33-56658), filed on
                   May 1, 1996.

         14.       Not applicable.


ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
         ---------------------------------------


                                       2

<PAGE>

         Set forth below is information regarding the directors and principal
officers of National Integrity, the Depositor.

<TABLE>
<CAPTION>

DIRECTORS:
- ----------

Name and Principal Business Address              Position and Offices with National Integrity
- -----------------------------------              --------------------------------------------
<S>                                              <C>
Dennis L. Carr                                   Director, Executive Vice President and
ARM Financial Group Inc.                         Chief Actuary
515 West Market Street
Louisville, KY 40202

Daniel J. Downing                                Director
National Integrity Life Insurance Company
15 Matthews Street, Suite 200
Goshen, NY 10924

Dudley J. Godfrey, Jr.                           Director
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin  53202-3590

Donald B. Henderson, Jr.                         Director
LeBoeuf, Lamb, Greene & MacRae
125 West 55th Street
New York, New York  10019-4513

Michael F. Holland                               Director
Holland & Company, L.L.C.
375 Park Avenue
New York, NY 10152

Mark V. Kaminski                                 Director
Commonwealth Industries
500 West Jefferson Street
Citizens Plaza
Louisville, KY 40202

Edward D. Powers                                 Director
6064 Shipyard Lane
Easton, Maryland  21601

Colin F. Raymond                                 Director
Morgan Stanley & Company, Inc.
1221 Avenue of the Americas
New York, New York  10020

Martin H. Ruby                                   Director, Chairman of the Board
ARM Financial Group Inc.                         and Chief Executive Officer
515 West Market Street
Louisville, Kentucky  40202
</TABLE>


                                       3

<PAGE>

<TABLE>
<CAPTION>

<S>                                              <C>
Irwin T. Vanderhoof                              Director
18 Two Bridges Road
Towaco, New Jersey

John R. Lindholm                                 Director and President
ARM Financial Group, Inc.
515  West Market Street
Louisville, Kentucky  40202

Edward L. Zeman                                  Director, Executive Vice President
ARM Financial Group, Inc.                        and Chief Financial Officer
515 West Market Street
Louisville, Kentucky  40202
</TABLE>

SELECTED OFFICERS:  (The business address for each of the principal officers 
                    listed below is 515 West Market Street, Louisville,
                    Kentucky  40202.)

<TABLE>
<CAPTION>

Name and Principal Business Address              Position and Offices with National Integrity
- -----------------------------------              --------------------------------------------
<S>                                              <C>
John R. McGeeney                                 Executive Vice President, General Counsel

David E. Ferguson                                Executive Vice President and Chief Technology Officer

Michael A. Cochran                               Tax Officer

Peter S. Resnik                                  Treasurer

Barry G. Ward                                    Controller
</TABLE>

ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON
         CONTROL WITH NATIONAL INTEGRITY OR REGISTRANT
         ----------------------------------------------

         National Integrity, the depositor of Separate Account I, is a wholly 
owned subsidiary of Integrity Life Insurance Company, an Ohio stock life 
insurance corporation. Integrity Life Insurance Company is a wholly owned 
subsidiary of Integrity Holdings, Inc., a Delaware corporation which is a 
holding company engaged in no active business. All outstanding shares of 
Integrity Holdings, Inc. are owned by ARM Financial Group, Inc. (ARM), a 
Delaware corporation which is a financial services company focusing on the 
long-term savings and retirement marketplace by providing retail and 
institutional products and services throughout the United States. ARM owns 
100% of the stock of (i) ARM Securities Corporation (ARM SECURITIES), a 
Minnesota corporation registered with the SEC as a broker-dealer and a member 
of the National Association of Securities Dealers, Inc., (ii) Integrity 
Capital Advisors, Inc., a Delaware corporation registered with the SEC as an 
investment adviser, (iii) SBM Certificate Company, a Minnesota corporation 
registered with the SEC as an issuer of face-amount certificates, and (iv) 
ARM Transfer Agency, Inc., a Delaware corporation registered with the SEC as 
a transfer and disbursing agency.

         In June 1997, ARM Financial completed an initial public offering 
(the "IPO") of 9.2 million shares of common stock, of which 5.75 million 
shares were sold by ARM Financial and 3.45 million shares were sold by 
investment funds sponsored by Morgan Stanley, Dean Witter, Discover & Co. 
(the "MSDW Funds").  Following the IPO, the MSDW Funds owned in the aggregate 
approximately 53% of the outstanding shares of common stock of ARM Financial. 
 On May 8, 1998, the MSDW Funds sold their entire remaining interest in ARM 
Financial pursuant to a secondary public offering of shares of common stock.  
As a result, ARM Financial is 100% publicly owned.

ITEM 27.  NUMBER OF CONTRACT OWNERS
          -------------------------

         As of January 31, 1998 there were 6,167 contract owners of Separate 
Account I of National Integrity.


                                       4

<PAGE>

ITEM 28. INDEMNIFICATION
         ---------------

BY-LAWS OF NATIONAL INTEGRITY. National Integrity's By-Laws provide, in
Article VII, as follows:

         7.1  INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND 
INCORPORATORS. To the extent permitted by the law of the State of New York 
and subject to all applicable requirements thereof:
              
         (a) any person made or threatened to be made a party to any action or
         proceeding, whether civil or criminal, by reason of the fact that he,
         his testator or intestate, is or was a director, officer, employee or
         incorporator of the Company shall be indemnified by the Company;

         (b) any person made or threatened to be made a party to any action or
         proceeding, whether civil or criminal, by reason of the fact that he,
         his testator or intestate serves or served any other organization in
         any capacity at the request of the Company may be indemnified by the
         Company; and

         (c) the related expenses of any such person in any other of said
         categories may be advanced by the Company.

BY-LAWS OF ARM SECURITIES. ARM Securities' By-Laws provide, in Sections 4.01 and
4.02, as follows:

         SECTION 4.01 INDEMNIFICATION. The Corporation shall indemnify its 
officers and directors for such expenses and liabilities, in such manner, 
under such circumstances, and to such extent, as required or permitted by 
Minnesota Statutes, Section 302A.521, as amended from time to time, or as 
required or permitted by other provisions of law.

         SECTION 4.02 INSURANCE. The Corporation may purchase and maintain 
insurance on behalf of any person in such person's official capacity against 
any liability asserted against and incurred by such person in or arising from 
that capacity, whether or not the Corporation would otherwise be required to 
indemnify the person against the liability.

AGREEMENTS. National Integrity and ARM Securities, including each director, 
officer, and controlling person of National Integrity and ARM Securities, are 
entitled to indemnification against certain liabilities as described in 
Sections 5.2, 5.3 and 5.5 of the Selling Agreement and Section 9 of the Form 
of Variable Contract Selling Agreement incorporated as Exhibit 3(a) to this 
Registration Statement. Those sections are incorporated by reference into 
this response. In addition, National Integrity and ARM Securities, including 
each director, officer and controlling person of National Integrity and ARM 
Securities, are entitled to indemnification against certain liabilities as 
described in Article VIII of the Participation Agreements incorporated as 
Exhibits 8(a) and 8(b) to this Registration Statement. That article is 
incorporated by reference into this response. Certain officers and directors 
of National Integrity are officers and directors of ARM Securities (see Item 
25 and Item 29 of this Part C).

INSURANCE.  The directors and officers of National Integrity and ARM 
Securities are insured under a policy, issued by National Union.  The total 
annual limit on such policy is $10 million, and the policy insures the 
officers and directors against certain liabilities arising out of their 
conduct in such capacities.

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


                                       5

<PAGE>

ITEM 29.  PRINCIPAL UNDERWRITERS
          ----------------------

          (a)  ARM Securities is the principal underwriter for Separate 
Account I.  ARM Securities also serves as an underwriter for Separate Account 
II of National Integrity, Separate Accounts I, II and III of Integrity, and 
The Legends Fund, Inc. National Integrity is the Depositor of Separate 
Accounts I, II, III, Ten and VUL.

          (b) The names and business addresses of the officers and directors 
of, and their positions with, ARM Securities, are as follows:

<TABLE>
<CAPTION>

Name and Principal Business Address                Position and Offices with ARM Securities
- -----------------------------------                ----------------------------------------
<S>                                                <C>
Edward J. Haines                                   Director and President
515 West Market Street
Louisville, Kentucky  40202

John R. McGeeney                                   Director, Secretary, General Counsel and Compliance Officer
515 West Market Street
Louisville, Kentucky  40202

Peter S. Resnik                                    Treasurer
515 West Market Street
Louisville, Kentucky  40202

Dale C. Bauman                                     Vice President
100 North Minnesota Street
New Ulm, Minnesota  56073

Robert Bryant                                      Vice President
1550 East Shaw #120
Fresno, California  93710

Ronald Geiger                                      Vice President
100 North Minnesota Street
New Ulm, Minnesota  56073

Barry G. Ward                                      Controller
515 West Market Street
Louisville, Kentucky  40202

Michael A. Cochran                                 Tax Officer
515 West Market Street
Louisville, Kentucky  40202

William H. Guth                                    Operations Officer
515 West Market Street
Louisville, Kentucky  40202

David L. Anders                                    Marketing Officer
515 West Market Street
Louisville, Kentucky  40202
</TABLE>

          (c)  Not applicable.


                                       6

<PAGE>

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
         --------------------------------

         The records required to be maintained by Section 31(a) of the 
Investment Company Act of 1940 and Rules 31a-1 to 31a-3 promulgated 
thereunder, are maintained by National Integrity at 515 West Market Street, 
Louisville, Kentucky 40202 or 15 Matthews Street, Suite 200, Goshen, New York 
10924.

ITEM 31. MANAGEMENT SERVICES
         -------------------

         The contract under which management-related services are provided to 
National Integrity is discussed under Part 1 of Part B.

ITEM 32. UNDERTAKINGS
         ------------

         The Registrant hereby undertakes:

         (a) to file a post-effective amendment to this registration 
             statement as frequently as is necessary to ensure that the audited
             financial statements in the registration statement are never more
             than 16 months old for so long as payments under the variable
             annuity contracts may be accepted;

         (b) to include either (1) as part of any application to purchase a
             contract offered by the prospectus, a space that an applicant can
             check to request a Statement of Additional Information, or (2) a
             postcard or similar written communication affixed to or included in
             the prospectus that the applicant can remove to send for a
             Statement of Additional Information; and

         (c) to deliver any Statement of Additional Information and any
             financial statements required to be made available under this Form
             promptly upon written or oral request.

         National Integrity represents that aggregate charges under variable 
annuity contracts described in this Registration Statement are reasonable in 
relation to the services rendered, the expenses expected to be incurred, and 
the risks assumed by National Integrity.

                                   SIGNATURES

   
            As required by the Securities Act of 1933 and the Investment 
Company Act of 1940, the Registrant and the Depositor certify that they meet 
all of the requirements for effectiveness of this post-effective amendment to 
their Registration Statement pursuant to Rule 485(a) under the Securities Act 
of 1933 and have duly caused this amendment to the Registration Statement to 
be signed on their behalf, in the City of Louisville and State of Kentucky on 
the 23rd day of April, 1999.
    

                              SEPARATE ACCOUNT I OF
                   NATIONAL INTEGRITY LIFE INSURANCE COMPANY
                                  (Registrant)

                 By:  National Integrity Life Insurance Company
                                 (Depositor)



                                By: /s/ John R. Lindholm
                                   ---------------------
                                        John R. Lindholm
                                          President


                                       7

<PAGE>
                    NATIONAL INTEGRITY LIFE INSURANCE COMPANY
                                   (Depositor)


                                By: /s/ John R. Lindholm
                                    --------------------
                                    John R. Lindholm
                                        President


                                   SIGNATURES

         As required by the Securities Act of 1933 and the Investment Company 
Act of 1940, the Depositor has duly caused this amendment to the Registration 
Statement to be signed on its behalf, in the City of Louisville and State of 
Kentucky on this 1st day of March, 1999

                    NATIONAL INTEGRITY LIFE INSURANCE COMPANY
                                   (Depositor)


                                By: /s/ John R. Lindholm
                                    --------------------
                                    John R. Lindholm
                                        President

         As required by the Securities Act of 1933, this amendment to the 
Registration Statement has been signed by the following persons in the 
capacities and on the date indicated.

   
PRINCIPAL EXECUTIVE OFFICER:       /s/ John R. Lindholm
                                   ---------------------
                                   John R. Lindholm
                                   President
                                   Date:  04/23/99
    

   
PRINCIPAL FINANCIAL OFFICER:      /s/ Edward L. Zeman
                                  -----------------------------------------
                                  Edward L. Zeman, Executive Vice President-
                                   Chief Financial Officer
                                  Date: 04/23/99
    

   
PRINCIPAL ACCOUNTING OFFICER:     /s/ Barry G. Ward
                                  --------------------------------
                                  Barry G. Ward, Controller
                                  Date: 04/23/99
    

DIRECTORS:

   
/s/ John R. Lindholm              /s/ Edward L. Zeman
- --------------------              --------------------------------
John R. Lindholm                  Edward L. Zeman
Date: 04/23/99                    Date: 04/23/99
    

   
/s/ Martin H. Ruby               /s/ Donald B. Henderson, Jr. 
- ---------------------            ----------------------------------
Martin H. Ruby                   Donald B. Henderson, Jr.
Date: 04/23/99                   Date: 04/23/99
    

   
                                 /s/Edward D. Powers
- ---------------------            ----------------------------------
Irwin T. Vanderhoof              Edward D. Powers
Date: 04/23/99                   Date: 04/23/99
    

/s/ Dudley J. Godfrey, Jr.
- --------------------------       -----------------------------------


                                       8

<PAGE>

   
Dudley J. Godfrey, Jr.           David F. Babbel
- ----------------------           ----------------------------------
Date: 04/23/99                   Date: 04/23/99
    

   
/s/ Dennis L. Carr               /s/ Daniel J. Downing
- ------------------               -----------------------------------
Dennis L. Carr                   Daniel J. Downing
Date: 04/23/99                   Date: 04/23/99
    

   
/s/ Michael F. Holland           /s/ Mark V. Kaminski 
- ----------------------           -----------------------------------
Michael F. Holland               Mark V. Kaminski
Date: 04/23/99                   Date: 04/23/99
    

   
- --------------------------
Colin F. Raymond
Date: 04/23/99
    


                                       9

<PAGE>

                                                                  Exhibit 99.10



                                   EXHIBIT 10



CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Financial 
Statements" in Post Effective Amendment No. 11 to the Registration Statement 
(Form N-4 No. 33-56658) and Amendment No. 20 to the Registration Statement 
(Form N-4 No. 811-4846) and related Prospectuses of Separate Account I of 
National Integrity Life Insurance Company and to the use of our reports (a) 
dated February 9, 1999, with respect to the statutory basis financial 
statements of National Integrity Life Insurance Company, and (b) dated April 
9, 1999, with respect to the financial statements of Separate Account I of 
National Integrity Life Insurance Company, both included in the Registration 
Statement (Form N-4) for 1998 filed with the Securities and Exchange 
Commission.

                                                        /s/ Ernst & Young LLP


Louisville, Kentucky
April 21, 1999




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