VARIABLE ACCOUNT A AMERICAN INTL LIFE ASSUR CO OF NEW YORK, 485BPOS, 1995-12-29

VARIABLE ACCOUNT A AMERICAN INTL LIFE ASSUR CO OF NEW YORK
485BPOS, 1995-12-29

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<REDLINE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
DECEMBER 29, 1995 File No. 33-39170
811-5301
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. 6 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF
1940
Amendment No. 21 [X]
(Check appropriate box or boxes.)

VARIABLE ACCOUNT A
(Exact Name of Registrant)

American International Life Assurance Company of New York
(Name of Depositor)

80 Pine Street, New York, New York 10005
(Address of Depositor's Principal Executive Offices) (Zip
Code)

Depositor's Telephone Number, including Area Code (212) 770-
7000

Robert Liguori, Esq.
AIG Life Insurance Company
One Alico Plaza
Wilmington, Delaware 19899
(Name and Address of Agent for Service)

Copies to:
Michael Berenson, Esq. Florence Davis, Esq.
Jorden Burt Berenson & Johnson LLP American International
Suite 400 East Group, Inc.
1025 Thomas Jefferson Street, N.W. 70 Pine Street
Washington, D.C. 20007-0805 New York, New York 10270
</REDLINE>

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

It is proposed that this filing will become effective (check
appropriate box)
_X_ immediately upon filing pursuant to paragraph (b) of
Rule 485 <REDLINE>
___ on __________________ pursuant to paragraph (b) of
Rule 485
___ 60 days after filing pursuant to paragraph (a)(i) of
Rule 485
___ on ___________________ pursuant to paragraph (a)(i)
of Rule 485 </REDLINE>

If appropriate, check the following box:
___ this post-effective amendment designates a new
effective date for a previously filed post-effective
amendment.

Registrant has declared that it registered an indefinite
number or amount of securities in accordance with Rule 24f-2
under the Investment Company Act of 1940. Registrant filed a
Rule 24f-2 notice for its most recent fiscal year on February
22, 1995.

<REDLINE> EXPLANATORY NOTE

This Post-Effective Amendment shall not supersede or
effect Post-Effective Amendment No. 5 to this Registration
Statement filed on April 28, 1995. </REDLINE>

CROSS REFERENCE SHEET
(required by Rule 495)

Item No. Location

PART A

Item 1. Cover Page Cover Page

Item 2. Definitions Definitions

Item 3. Synopsis Highlights

Item 4. Condensed Financial Condensed
Information Financial Information
<REDLINE>
Item 5. General Description of The Variable Account;
Registrant, Depositor, The Company;
and Portfolio Companies
</REDLINE>
Item 6. Deductions and Expenses Charges and Deductions

Item 7. General Description of Purchasing a Contract;
Variable Annuity Contracts Rights under the Contracts

Item 8. Annuity Period Annuity Period

Item 9. Death Benefit Death Benefit

Item 10. Purchases and Contract Rights under the Contracts;
Value Purchasing a Contract

Item 11. Redemptions Withdrawals

Item 12. Taxes Taxes

Item 13. Legal Proceedings Not Applicable

Item 14. Table of Contents of the Table of Contents of the
Statement of Additional Statement of Additional
Information Information
</TABLE>

<S> <C> <C>
Item No. Location
PART B

Item 15. Cover Page Cover Page

Item 16. Table of Contents Table of Contents

Item 17. General Information General Information
and History

Item 18. Services Services

Item 19. Purchase of Securities Purchasing a Contract;
Being Offered Charges and Deductions (Part
A)

Item 20. Underwriters General Information/
Distributor

Item 21. Calculation of Performance Calculation of
Data Performance Related
Information

Item 22. Annuity Payments Annuity Provisions

Item 23. Financial Statements Financial Statements

</TABLE>

PART C

Information required to be included in Part C is set
forth under the appropriate item, so numbered, in Part C to
this Registration Statement.

PART A

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
OF NEW YORK
80 Pine Street
New York, New York 10005

INDIVIDUAL SINGLE PURCHASE PAYMENT DEFERRED
VARIABLE ANNUITY CONTRACTS
issued by
VARIABLE ACCOUNT A
and
AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK

The Individual Single Purchase Payment Deferred Variable
Annuity Contracts (the "Contracts") described in this
Prospectus provide for accumulation of Contract Values and
payment of monthly annuity payments. The Contracts may be
used in retirement plans which do not qualify for federal tax
advantages ("Non-Qualified Contracts") or in connection with
retirement plans which may qualify as Individual Retirement
Annuities ("IRA") under Section 408 of the Internal Revenue
Code of 1986, as amended (the "Code") or Section 403(b) of the
Code ("403(b) Plans"). The Contracts will not be available in
connection with retirement plans designed by American
International Life Assurance Company of New York (the
"Company") which qualify for the federal tax advantages
available under Sections 401 and 457 of the Code. Purchasers
intending to use the Contracts in connection with an IRA or
403(b) Plan should seek competent tax advice.
<REDLINE>
Purchase payments for the Contracts will be allocated to
a segregated investment account of the Company which account
has been designated Variable Account A (the "Variable
Account"). The assets of each sub-account within the Variable
Account are invested in a corresponding portfolio as selected
by the Owner from the following 14 choices: the Conservative
Investors Portfolio, Growth Investors Portfolio, Growth
Portfolio, or Growth and Income Portfolio of the ALLIANCE
VARIABLE PRODUCTS SERIES FUND, INC. ("Alliance Funds"); the
High Income Portfolio, Growth Portfolio, Money Market
Portfolio, Overseas Portfolio, Asset Manager Portfolio, or
Investment Grade Bond Portfolio of the FIDELITY INVESTMENTS
VARIABLE INSURANCE PRODUCTS FUNDS ("Fidelity Funds"); the Zero
Coupon Portfolio of the DREYFUS VARIABLE INVESTMENT FUND
("Dreyfus Fund"); the Gold and Natural Resources Portfolio, or
Worldwide Balanced Portfolio of the VAN ECK WORLDWIDE
INSURANCE TRUST ("Van Eck Funds"); or the DREYFUS STOCK INDEX
FUND.

This Prospectus concisely sets forth the information a
prospective investor ought to know before investing.
Additional information about the Contracts is contained in the
"Statement of Additional Information" which is available at no
charge. The Statement of Additional Information has been
filed with the Securities and Exchange Commission and is
hereby incorporated by reference. The Table of Contents of
the Statement of Additional Information can be found on page
of this Prospectus. For the Statement of Additional
Information dated ________ ____, 1996, call or write American

International Life Assurance Company of New York; Attention:
Variable Products, 80 Pine Street, New York, New York 10005,
1-800-340-2765

INQUIRIES: Purchaser inquiries can be made by calling the
service office at 1-800-340-2765.</REDLINE>

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

PLEASE READ THIS PROSPECTUS CAREFULLY AND RETAIN IT FOR
YOUR FUTURE REFERENCE.
THE CONTRACTS OFFERED BY THIS PROSPECTUS ARE NOT
AVAILABLE IN ALL STATES.

<REDLINE> Date of Prospectus: __________ ___,
1996 </REDLINE>

TABLE CONTENTS

PAGE
Definitions
Highlights
Summary of Expenses
Condensed Financial Information
Calculation of Performance Data
The Company
The Variable Account <REDLINE>
The Funds and the Investment Advisors Charges </REDLINE>
and Deductions
Deduction for Premium and Other Taxes
Deduction for Mortality and Expense Risk
Charge
Deduction for Deferred Sales Charge
Deduction for Administrative Charge
Deduction for Income Taxes Other Expenses
Rights under the Contracts
Annuity Period
Annuity Benefits
Annuity Date
Annuity Options
Annuity Payments
Death Benefit
Death Benefit
Death of the Purchaser
Purchasing a Contract
Application
Purchase Payments
Discount Purchase Programs
Distributor
Contract Value
Withdrawals
Partial Withdrawal
Total Withdrawal
Systematic Withdrawal Program
Payment of Withdrawals
Taxes
Introduction
Company Tax Status
Taxation of Annuities In General
Diversification Standards
Qualified Plans
Individual Retirement Annuities
403(b) Plans
Appendix - General Account Option
Table of Contents of the Statement of
Additional Information

DEFINITIONS

Accumulation Period - The period prior to the Annuity Date.

Accumulation Unit - Accounting unit of measure used to
calculate the Contract Value prior to the Annuity Date.

Age - Age means age last birthday.

Annuitant - The person upon whose continuation of life any
annuity payment involving life contingencies depends. The
Annuitant named in the application.

Annuity Date - The date at which annuity payments are to
begin.

Annuity Unit - Accounting unit of measure used to calculate
variable annuity payments.

Beneficiary - The person or persons named in the application
who will receive any benefit upon the death of the Owner (or
Annuitant as applicable) prior to the Annuity Date.

Contingent Owner - The Contingent Owner, if any, must be the
spouse of the Purchaser as named in the application, unless
changed.

Contract Anniversary - The same month and date as the Date of
Issue in each
subsequent year of the Contract or Certificate.

Contract Value - The value of all amounts accumulated under
the Contract or Certificate.

Contract Year - Any period of twelve (12) months commencing
with the Date of Issue and each Contract or Certificate
Anniversary thereafter.

Contribution Year - any period of 12 months commencing with
the date a Purchase Payment is made and ending on the same
date in each succeeding 12 month period thereafter.

Date of Issue - The date when the initial purchase payment was
invested.

Deferred Sales Charge - The sales charge that may be applied
against amounts withdrawn prior to the Annuity Date if
withdrawal is within six years of a purchase payment.

General Account - All of the Company's assets other than the
assets of the Variable Account and any other separate accounts
of the Company.
<REDLINE>
Office - The Annuity Service Office of the Company: One Alico
Plaza, 600 King Street, P.O. Box 8718, Wilmington, DE 19899.
</REDLINE>
Owner - The person designated as contract owner or
certificate owner in the application, unless changed.

Valuation Date - Each day that the New York Stock Exchange is
open for trading.

Valuation Period - The period commencing as of the close of
the New York Stock Exchange (presently 4 P.M., New York time)
on each Valuation Date and ending as of the close of the New
York Stock Exchange on the next succeeding Valuation Date.

Variable Account - A separate investment account of the
Company, designated Variable Account I, into which purchase
payments will be allocated.

HIGHLIGHTS
<REDLINE>
Purchase payments for the Contracts will be allocated to a
segregated investment account of the Company which account has
been designated Variable Account A (the "Variable Account").
The Variable Account invests in shares of the Portfolios of
the available Funds. </REDLINE>

The Contracts provide that in the event that an Owner
withdraws all or a portion of the Contract Value within the
first six contract years there may be assessed a Deferred
Sales Charge. The Deferred Sales Charge is based on a table
of charges, of which the maximum charge is currently 6% of the
Contract Value subject to a maximum of 8.5% of the purchase
payment. (See "Charges and Deductions - Deduction for
Deferred Sales Charge" on page _____.)

Any premium or other taxes levied by any governmental entity
with respect to the Contracts will be charged against the
purchase payments or Contract Value. Premium taxes currently
imposed by certain states on the Contracts range from 0% to
3.5%. The Company will also deduct from any amount payable
under the Contracts any income taxes a governmental authority
requires the Company to withhold with respect to that amount.
(See "Charges and Deductions- Deduction for Premium and Other
Taxes" on page ____.)

The Company deducts from the Contract Value and/or the
Variable Account any Federal income taxes resulting from the
operation of the Variable Account. The Company does not
currently anticipate incurring any income taxes. (See "Charges
and Deductions - Deduction for Income Taxes" on page ____.)

The Company deducts for each Valuation Period an
Administrative Charge which is equal on an annual basis to
0.15% of the average daily net asset value of the Variable
Account. In addition, the Company deducts an annual
Administrative Charge which is currently $30 per year, from
the Contract Value. The Administrative Charges are designed
to reimburse the Company for administrative expenses relating

to maintenance of the Contract and the Variable Account. The
Company may increase the annual Administrative Charge to an
amount not to exceed $100 per year. (See "Charges and
Deductions - Deduction for Administrative Charge" on page
_____.)
<REDLINE>
There are deductions and expenses paid out of the assets of
the Funds which are described in the accompanying Prospectuses
for the Funds. </REDLINE>

There is a 10% tax penalty applied to the income portion of
any premature distribution from the Contracts. However, the
penalty is not imposed on certain distributions including but
not limited to amounts received: (a) after the taxpayer
reaches age 59 1/2; (b) after the death of the Annuitant (or
Owner, as applicable); (c) if the taxpayer is totally
disabled; (d) in a series of substantially equal periodic
payments made for the life of the taxpayer or for the joint
lives of the taxpayer and his beneficiary; (e) under an
immediate annuity; (f) which are allocable to purchase
payments made prior to August 14, 1982; (g) under a qualified
funding asset (as defined in Code Section 130(d)); or (h) that
are purchased by an employer upon termination of certain types
of qualified plans and which are held by the employer until
the employee separates from service. Withdrawals are deemed
to be on a last-in-first-out basis. (See "Taxes - Taxation of
Annuities in General" on page )

The Contract Owner may return the Contract within ten (10)
days (the "Free Look Period") after it is received by
delivering or mailing it to the Company's Office. If the
Contract is purchased in Kansas or South Carolina and replaces
any existing life insurance policy or annuity, the Contract
Owner will be given a twenty (20) day Free Look Period. The
return of the Contract by mail will be effective when the
postmark is affixed to a properly addressed and postage
prepaid envelope. The Company will refund the Contract Value.
However, if the laws of a state require that the Company
refund, during the Free Look Period, an amount equal to the
purchase payment paid less any withdrawals, the Company will
refund such an amount. In the case of Contracts issued in
connection with an IRA the Company will refund the greater of
the purchase payment, less any withdrawals, or the Contract
Value.

SUMMARY OF EXPENSES

Contract Owner Transaction Expenses All Sub-Accounts

Sales Loan Imposed on Purchases None
Deferred Sales Load (as a percentage
of amount surrendered):
Contract Year 1 6%
Contract Year 2 5%
Contract Year 3 4%
Contract Year 4 3%
Contract Year 5 2%
Contract Year 6 1%
Contract Year 7 and thereafter None
Exchange Fee Currently:
First 12 Per Contract Year None
Thereafter $ 10
<REDLINE>
Annual Contract Fee $ 30
</REDLINE>
Separate Account Expenses
(as a percentage of average account value)
Mortality and Expense Risk Fees 1.25%
Account Fees and Expenses 15%
Total Separate Account Annual Expenses 1.40%

Annual Fund Expenses After Expense Reimbursements*
<TABLE>
<CAPTION>
Total
Management Other
Portfolio
Fee Expenses
Expenses
<S> <C> <C> <C>
ALLIANCE
Conservative Investors 0.00 0.95 0.95
Growth Investors 0.00 0.95 0.95
Growth 0.00 0.95 0.95
Growth and Income 0.62 0.28 0.90
<REDLINE>
Expenses on a hypothetical $1,000 policy, assuming 5% growth:<REDLINE>
</TABLE>

<REDLINE>
<TABLE>
<CAPTION>
If you Surrender: 1 Year 3 Years 5 Years 1 0
Years
ALLIANCE
<S> <C> <C> <C> <C>
Conservative Investors 80 114 150 276
Growth Investors 80 114 150 276
Growth 80 114 150 276
Growth and Income 79 113 147 271

If you Annuitize: 1 Year 3 Years 5 Years 1 0
Years
ALLIANCE
Premier Growth 25 75 129 276
Growth & Income 25 75 129 276
Short Term Multi-Market 25 75 129 276
All Others 24 74 127 271

If you do not Surrender 1 Year 3 Years 5 Years 1 0
Years
ALLIANCE
Premier Growth 25 75 129 276
Growth & Income 25 75 129 276
Short Term Multi-Market 25 75 129 276
All Others 24 74 127 271
</TABLE>

Annual Fund Expenses After Expense Reimbursements

<TABLE>
<CAPTION>
Total
Management Other
Portfolio
Fee Expenses
Expenses
<S> <C> <C> <C>
DREYFUS
Zero Coupon 2000 0.00 0.00 0.00
</TABLE>
Expenses on a hypothetical $1,000 policy, assuming 5% growth:
<TABLE>
<CAPTION>
If you Surrender: 1 Year 3 Years
<S> <C> <C>
DREYFUS
Zero Coupon 2000 71 86

If you Annuitize: 1 Year 3 Years
DREYFUS
Zero Coupon 2000 15 46

If you do not Surrender 1 Year 3 Years
DREYFUS
Zero Coupon 2000 15 46
</TABLE

Annual Fund Expenses After Expense Reimbursements

</TABLE>
<TABLE>
<CAPTION>
Total
Management Other
Portfolio
Fee Expenses
Expenses
<S> <C> <C> <C>
DREYFUS STOCK
INDEX FUND 0.30 0.10 0.40

</TABLE>

Expenses on a hypothetical $1,000 policy, assuming 5% growth:
<TABLE>
<CAPTION>

If you Surrender: 1 Years 3 Years
DREYFUS STOCK
<S> <C> <C>
INDEX FUND 75 98

If you Annuitize: 1 Year 3 Years
DREYFUS STOCK
INDEX FUND 19 58

If you do not Surrender 1 Year 3 Years
DREYFUS STOCK
INDEX FUND 19 58

</TABLE>

Annual Fund Expenses After Expense Reimbursements
<TABLE>
<CAPTION>

Total
Management Other
Portfolio
Fee Expenses
Expenses
<S> <C> <C> <C>
FIDELITY
Asset Manager 0.72 0.08 0.80
Growth 0.62 0.03 0.69
High Income 0.61 0.10 0.71
Overseas 0.77 0.15 0.92
Money Market 0.20 0.07 0.27
Investment Grade Bond 0.46 0.21 0.67

</TABLE>

Expenses on a hypothetical $1,000 policy, assuming 5% growth:
<TABLE>
<CAPTION>
If you Surrender: 1 Year 3 Years
<S> <C> <C>
FIDELITY
Asset Manager 78 110
Growth 77 106
High Income 78 107
Overseas 80 113
Money Market 73 94
Investment Grade Bond 77 106

If you Annuitize: 1 Year 3 Years
FIDELITY
Asset Manager 23 71
Growth 22 67
High Income 22 68
Overseas 24 74
Money Market 18 54
Investment Grade Bond 22 67

If you do not Surrender 1 Year 3 Years
FIDELITY
Asset Manager 23 71
Growth 22 67
High Income 22 68
Overseas 24 74
Money Market 18 54
Investment Grade Bond 22 67

</TABLE>

Annual Fund Expenses After Expense Reimbursements
<TABLE>
<CAPTION>

Total
Management Other
Portfolio
Fee Expenses
Expenses
<S> <C> <C> <C>
VAN ECK
Worldwide Balance 0.00 0.00 0.00
Gold and Natural Resources 0.96 0.00 0.96

</TABLE>

Expenses on a hypothetical $1,000 policy, assuming 5% growth:
<TABLE>
<CAPTION>

If you Surrender: 1 Year 3 Years
<S> <C> <C>
VAN ECK
Worldwide Balance 71 86
Gold and Natural Resources 80 114

If you Annuitize: 1 Year 3 Years
VAN ECK
Worldwide Balance 15 46
Gold and Natural Resources 25 75

If you do not Surrender 1 Year 3 Years
VAN ECK
Worldwide Balance 15 46
Gold and Natural Resources 25 75

</TABLE>
</REDLINE>

The purpose of the table set forth above is to assist
the Contract Owner in understanding the various costs and
expenses that a Contract Owner will bear directly or
indirectly. The table reflects expenses of the Variable
Account as well as the Fund. The Annual Administrative Charge
for purposes of the Expense Table, above, was based upon the
assessment of a $30 charge on a Contract Value of $5,000.
(See "Charges and Deductions" on page of this
Prospectus and "Management of the Fund" in the Fund
Prospectus.)

Any premium or other taxes levied by any governmental
entity with respect to the Contracts will be charged against
the purchase payments or Contract Value based on a percentage
of premiums paid. Premium taxes currently imposed by certain
states on the Contracts range from 0% to 3.5% of premiums
paid. (See "Charges and Deductions - Deduction for Premium
and Other Taxes" on page .)

"Other Expenses" are based upon the expenses outlined
under the section entitled "Management of the Fund" in the
Fund Prospectus.
<REDLINE>
*Fund operating expenses for the Growth and Income
Portfolio, before reimbursement by the Fund's investment
adviser, for the period ending December 31, 1995, were 0.91%.
Fund operating expenses for the following portfolios, before
reimbursement by the relevant Fund's investment adviser for
the period ending December 31, 1995, were estimated to be:
20.35% for the Conservative Investors; 41.62% for the Growth
Investors; 04.19% for the Growth; 0.71% for the High Income,
0.69% for the Growth; 0.27% for the Money Market; 0.92% for
the Overseas; 0.80% for the Asset Manager; 0.67% for the
Investment Grade Bond; 0.00% for the Zero Coupon; 0.40% for
the Dreyfus Stock Index; 0.96% for the Gold and Natural
Resources; and 78.40% for the Worldwide Balanced Portfolios,
of the average daily net assets.
</REDLINE>
In the event that an Owner withdraws all or a portion of
the Contract Value in excess of the Free Withdrawal Amount for
the first withdrawal in a Contract Year, or makes subsequent
withdrawals in a Contract Year, a Deferred Sales Charge may be
imposed. The Free Withdrawal Amount is equal to 10% of the
Contract Value at the time of withdrawal. (See "Charges and
Deductions - Deduction for Deferred Sales Charge" on page
___.)

The Example should not be considered a representation of
past or future expenses and actual expenses may be greater or
less than those shown.

CONDENSED FINANCIAL INFORMATION
ACCUMULATION UNIT VALUES*

1994 1993 1992
<S> <C> <C> <C>
CONSERVATIVE INVESTORS
Accumulation Unit Value
Beginning of Period 10.00 N/A N/A
End of Period 10.03 N/A N/A
Accum Units o/s @ end of period 6,977.55 N/A N/A

GROWTH INVESTORS
Accumulation Unit Value
Beginning of Period 10.00 N/A N/A
End of Period 9.83 N/A N/A
Accum Units o/s @ end of period 3,185.25 N/A N/A

GROWTH
Accumulation Unit Value
Beginning of Period 11.13 10.00 10.00
End of Period 10.48 11.13 10.00
Accum Units o/s @ end of period 56,104.84 35,271.53 2,081.43

GROWTH & INCOME
Accumulation Unit Value
Beginning of Period 11.76 10.66 10.00
End of Period 11.57 11.76 10.66
Accum Units o/s @ end of period 179,245.69 37,573.04 7,731.36

</TABLE>

*Funds were first invested in the Portfolios as listed below:

Conservative Investors Portfolio September 8, 1994
Growth Investors Portfolio October 12, 1994
Growth (Alliance) Portfolio August 12, 1994
Growth and Income Portfolio April 17, 1992.
<REDLINE>
*No financial information has been provided for the Zero
Coupon 2000 Portfolio, Dreyfus Stock Index Portfolio, Money
Market, Portfolio, Growth (Fidelity) Portfolio, Overseas
Portfolio, Asset Manager Portfolio, Investment Grade Bond
Portfolio, High Income Portfolio, Worldwide Balance Portfolio,
or Gold and Natural Resources Portfolio, because, as of the
date of this Prospectus, the Variable Account had not
commenced operations with respect to such portfolios.
</REDLINE>

Calculation of Performance Data

The Company may, from time to time, advertise certain
performance related information concerning one or more of the
Sub-accounts, including information as to total return and
yield. Performance information about a Sub-account is based

on the Sub-account's past performance only and is not intended
as an indication of future performance.

When the Company advertises the average annual total
return of a Sub-account, it will usually be calculated for
one, five, and ten year periods or, where a Sub-account has
been in existence for a period less than one, five or ten
years, for such lesser period. Average annual total return is
measured by comparing the value of the investment in a
Sub-account at the beginning of the relevant period to the
value of the investment at the end of the period (assuming the
deduction of any Deferred Sales Charge which would be payable
if the account were redeemed at the end of the period) and
calculating the average annual compounded rate of return
necessary to produce the value of the investment at the end of
the period. The Company may simultaneously present returns
that do not assume a surrender and, therefore, do not deduct
the Deferred Sales Charge.

When the Company advertises the yield of a Sub-account
it will be calculated based upon a given 30-day period. The
yield is determined by dividing the net investment income
earned per Accumulation Unit during the period by the value of
an Accumulation Unit on the last day of the period.

When the Company advertises the performance of the Money
Market Sub-account it may advertise in addition to the total
return either the yield or the effective yield. The yield of
the Money Market Sub-account refers to the income generated by
an investment in that Sub-account over a seven-day period.
The income is then annualized (i.e., the amount of income
generated by the investment during that week is assumed to be
generated each week over a 52-week period and is shown as a
percentage of the investment). The effective yield is
calculated similarly but when annualized the income earned by
an investment in the Money Market Sub-account is assumed to be
reinvested. The effective yield will be slightly higher than
the yield because of the compounding effect of this assumed
reinvestment during a 52-week period.

Total return at the Variable Account level is reduced by
all contract charges: sales charges, mortality and expense
risk charges, and the administrative charges, and is therefore
lower than the total return at a Fund level, which has no
comparable charges. Likewise, yield and effective yield at
the Variable Account level take into account all recurring
charges (except sales charges), and are therefore lower than
the yield and effective yield at a Fund level, which has no
comparable charges.

Performance information for a Sub-account may be
compared to: (i) the Standard & Poor's 500 Stock Index, Dow
Jones Industrial Average, Donoghue Money Market Institutional
Averages, indices measuring corporate bond and government
security prices as prepared by Shearson Lehman Hutton and
Salomon Brothers or other indices measuring performance of a
pertinent group of securities so that investors may compare a
Sub-account's results with those of a group of securities

widely regarded by investors as representative of the
securities markets in general; (ii) other variable annuity
separate accounts or other investment products tracked by
Lipper Analytical Services, a widely used independent research
firm which ranks mutual funds and other investment companies
by overall performance, investment objectives, and assets, or
tracked by other ratings services, companies, publications, or
persons who rank separate accounts or other investment
products on overall performance or other criteria; (iii) the
Consumer Price Index (measure for inflation) to assess the
real rate of return from an investment in the Contract; and
(iv) indices or averages of alternative financial products
available to prospective investors, including the Bank Rate
Monitor which monitors average returns of various bank
instruments.

Financial Data

Financial Statements of the Company may be found in the
Statement of Additional Information.

THE COMPANY

American International Life Assurance Company of New
York (the "Company") is a stock life insurance company which
was organized under the laws of the State of New York in 1962.
The Company provides a full range of life insurance and
annuity plans. The Company is a subsidiary of American
International Group, Inc., which serves as the holding company
for a number of companies engaged in the international
insurance business, both life and general, in over 130
countries and jurisdictions around the world.

THE VARIABLE ACCOUNT

The Board of Directors of the Company adopted a
resolution to establish a segregated asset account pursuant to
New York insurance law on June 5, 1986. This segregated asset
account has been designated Variable Account A (the "Variable
Account"). The Company has caused the Variable Account to be
registered with the Securities and Exchange Commission as a
unit investment trust pursuant to the provisions of the
Investment Company Act of 1940.

The assets of the Variable Account are the property of
the Company. However, the assets of the Variable Account,
equal to the reserves and other contract liabilities with
respect to the Variable Account, are not chargeable with
liabilities arising out of any other business the Company may
conduct. Income, gains and losses, whether or not realized,
are, in accordance with the Contracts, credited to or charged
against the Variable Account without regard to other income,
gains or losses of the Company. The Company's obligations
arising under the Contracts are general corporate obligations
of the Company. The Variable Account may be subject to
liabilities arising from Sub-accounts whose assets are
attributable to other variable annuity contracts offered by

the Variable Account which are not described in this
Prospectus.
<REDLINE>
The Variable Account is divided into Sub-accounts, with
the assets of each Sub-account invested in shares of a
corresponding portfolio of the available Funds. The Company
may, from time to time, add additional Portfolios of a Fund,
and, when appropriate, additional Funds to act as the funding
vehicles for the Contracts.

The Funds and The Investment Advisors

Alliance Funds, Fidelity Funds, Dreyfus Funds, and Van
Eck Funds (collectively, the "Funds") are each registered with
the SEC as a diversified open-end management investment
company under the 1940 Act. Each is made up of different
series funds or Portfolios ("Portfolios"). The Dreyfus Stock
Index Fund (also a "Fund" herein) is an open-end, non-
diversified management investment company, intended to be a
funding vehicle for separate accounts of life insurance
companies. Shares of the Funds are sold to separate accounts
of life insurance companies and may also be sold to qualifed
plans. The investment objectives of each of the Portfolios in
which Subaccounts invest are set forth below. There is, of
course, no assurance that these objectives will be met. The
Fund prospectuses may include series or Portfolios which are
not available under this Contract.
</REDLINE>

ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.

Conservative Investors Portfolio

This Portfolio seeks the highest total return without
undue risk to principal by investing in a diversified mix of
publicly traded equity and fixed-income securities.

Growth Investors Portfolio

This Portfolio seeks the highest total return available
with reasonable risk by investing in a diversified mix of
publicly traded equity and fixed-income securities.

Growth Portfolio

This Portfolio seeks the long term growth of capital by
investing primarily in common stocks and other equity
securities.

Growth and Income Portfolio

This Portfolio seeks to balance the objectives of
reasonable current income and opportunities for appreciation
through investments primarily in dividend-paying common stocks
of good quality.

Alliance Variable Products Series Fund, Inc., is managed
by Alliance Capital Management L.P., ("Alliance"). The fund

also includes other portfolios which are not available for use
by the Separate Account. More detailed information regarding
management of the funds, investment objectives, investment
advisory fees and other charges, may be found in the current
Alliance Funds Prospectus which contains a discussion of the
risks involved in investing. The Alliance Funds Prospectus is
included with this Prospectus.

<REDLINE>
DREYFUS VARIABLE INVESTMENT FUND

Zero Coupon 2000 Portfolio

This Portfolio seeks to provide as high an investment
return as is consistent with the preservation of capital.
This portfolio invests primarily in debt obligations of the
U.S. Treasury that have been stripped of their unmatured
interest coupons, interest coupons that have been stripped
from debt obligations issued by the U.S. Treasury, receipts
and certificates for such stripped debt obligations, and
stripped coupons and zero coupon securities issued by domestic
corporations. This portfolio's assets will consist primarily
of portfolio securities which will mature on or about December
31, 2000, at which time the portfolio will be liquidated.
Prior to December 31, 2000, you will be offered the
opportunity to exchange your investment to another Subaccount.

DREYFUS STOCK INDEX FUND

This Fund seeks to provide investment results that
correspond to the price and yield performance of publicly
traded common stocks in the aggregate, as represented by the
Standard & Poor's 500 Composite Stock Price Index. In
anticipation of taking a market position, the fund is
permitted to purchase and sell stock index futures. The Fund
is neither sponsored by nor affiliated with Standard & Poor's
Corporation.

The Dreyfus Corporation serves as the investment advisor
for the Zero Coupon 2000 Portfolio which is the available
portfolio of the Dreyfus Variable Investment Fund. The fund
also includes other portfolios which are not available under
this prospectus as funding vehicles for the Contract. Wells
Fargo Nikko Investment Advisers ("WFNIA") serves as the index
fund manager of the Dreyfus Stock Index Fund. More detailed
information regarding management of the funds, investment
objectives, investment advisory fees and other charges
assessed by the funds, are contained in the prospectuses of
the Dreyfus Variable Investment Fund and of the Dreyfus Stock
Index Fund, each of which is included with this Prospectus.

FIDELITY INVESTMENT VARIABLE INSURANCE PRODUCTS FUNDS

Growth Portfolio

This Portfolio seeks to aggressively achieve capital
appreciation through investments primarily in common stock.

High Income Portfolio

This Portfolio seeks to obtain a high level of current
income by investing primarily in high-yielding, high-risk,
lower-rated, fixed-income securities (commonly referred to as
"junk bonds"), while also considering growth of capital. The
potential for high yield is accompanied by higher risk. For a
more detailed discussion of the investment risks associated
with such securities, please refer to the relevant Fund's
attached Prospectus.

Overseas Portfolio

This Portfolio seeks the long-term growth of capital
primarily through investments in securities of companies and
economies outside the United States.

Money Market Portfolio

This Portfolio seeks to obtain as high a level of
current income as is consistent with preserving capital and
providing liquidity. The fund will invest only in high
quality U.S. dollar-denominated money market securities of
domestic and foreign issuers. An investment in Money Market
Portfolio is neither insured nor guaranteed by the U.S.
government, and there can be no assurance that the fund will
maintain a stable $1.00 share price.

Asset Manager Portfolio

This Portfolio seeks to provide a high total return with
reduced risk over the long term by allocating its assets among
stocks, bonds and short-term income instruments.

Investment Grade Bond Portfolio

This 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.
The Portfolio will maintain a dollar-weighted average
portfolio maturity of ten years or less.

Fidelity Management & Research Company ("FMR") is the
investment advisor for the Variable Insurance Products Funds.
FMR has entered into a sub-advisory agreement with FRM Texas,
Inc., on behalf of the Money Market Portfolio. On behalf of
the Overseas Portfolio, FMR has entered into sub-advisory
agreements with Fidelity Management & Research (U.K.) Inc.,
(FMR U.K.), Fidelity Management & Research (Far East) Inc.
(FMR Far East), and Fidelity International Investment Advisors
(FIIA). FMR U.K. and FMR Far East also are sub-advisors to
the Asset Manager Portfolio. Fidelity Funds include other
portfolios which are not available under this prospectus as
funding vehicles for the Contracts. More detailed information
regarding management of the funds, investment objectives,

investment advisory fees and other charges assessed by the
Fidelity Funds, are contained in the prospectuses of the
funds, included with this Prospectus.

VAN ECK WORLDWIDE INSURANCE TRUST

Worldwide Balanced Fund

This Portfolio seeks long term capital appreciation
together with current income by investing its assets in the
United States and other countries throughout the world, and by
allocating its assets among equity securities, fixed-income
securities and short-term instruments.

Gold and Natural Resources Fund

This Portfolio seeks long-term capital appreciation by
investing in equity and debt securities of companies engaged
in the exploration, development, production and distribution
of gold and other natural resources, such as strategic and
other metals, minerals, forest products, oil, natural gas and
coal. Current income is not an investment objective.

Van Eck Associates Corporation is the investment advisor
and manager of The Van Eck Worldwide Insurance Trust ("Van Eck
Funds"). Van Eck Associates Corporation serves as investment
advisor to the Gold and Natural Resources Fund, and has
entered into sub-advisory agreements to provide investment
advice for certain portfolios. Fiduciary International Inc.
("FII") serves as a sub-advisor to the Worldwide Balanced
Fund. Van Eck Funds include other portfolios which are not
available under this prospectus as funding vehicles for the
Contracts. More detailed information regarding management of
the funds, investment objectives, investment advisory fees and
other charges assessed by the Van Eck Funds, are contained in
the prospectus for the funds included with this Prospectus.

There is no assurance that the investment of the Portfolios
will be met.

The shares of Alliance Funds, Fidelity Funds, Dreyfus
Fund, the Dreyfus Stock Index Fund, and Van Eck Funds are sold
not only to the Variable Account, but may be sold to other
separate accounts of the Company that fund benefits under
variable annuity and variable life policies. The shares of
the Funds are also sold to separate accounts of other
insurance companies. It is conceivable that in the future it
may become disadvantageous for variable life and variable
annuity separate accounts to invest in the same underlying
mutual fund. Although neither we nor Alliance Funds, Fidelity
Funds, Dreyfus Fund, the Dreyfus Stock Index Fund, and Van Eck
Funds currently perceive or anticipate any such disadvantage,
the Funds will monitor events to determine whether any
material conflict exists between variable annuity Owners and
variable life Owners.

Material conflicts could result from such occurrences
as: (1) changes in state insurance laws; (2) changes in
federal income tax law; (3) changes in the investment
management of any Fund; or (4) differences between voting
instructions given by variable annuity Owners and those given
by variable life Owners. In the event of a material
irreconcilable conflict, we will take the steps necessary to
protect our variable annuity and variable life Owners. This
could include discontinuance of investment in a Fund.

Each Fund sells and redeems its shares at Net Asset
Value without any sales charge. Any dividends or
distributions from security transactions of a Fund are
reinvested at Net Asset Value in shares of the same Portfolio;
however, there are sales and additional charges associated
with the purchase of the Contracts.
Further information about the Funds and the managers is
contained in the accompanying prospectuses, which You should
read in conjunction with this prospectus.
</REDLINE>
Substitution of Securities

If investment in a Subaccount should no longer be
possible or, if in Our judgment, becomes inappropriate to the
purposes of the Contracts, or, if in Our judgment, investment
in another Subaccount or separate account is in the interest
of Owners, We may substitute another Subaccount separate
account. No substitution may take place without notice to
Owners and prior approval of the SEC and insurance regulatory
authorities, to the 1940 Act and applicable law.

Voting Rights

The Funds do not hold regular meetings of shareholders.
The Directors of a Fund may call Special Meetings of
Shareholders for action by shareholder vote as may be required
by the Investment Company Act of 1940 or the Articles of
Incorporation of a Fund. In accordance with its view of
present applicable law, the Company will vote the shares of a
Fund held in the Variable Account at special meetings of the
shareholders of the Fund in accordance with instructions
received from persons having the voting interest in the
Variable Account. The Company will vote shares for which it
has not received instructions from Owners and those shares
which it owns in the same proportion as it votes shares for
which it has received instructions from Owners.

The number of shares which a person has a right to vote
will be determined as of a date to be chosen by the Company
not more than sixty (60) days prior to the meeting of a Fund.
Voting instructions will be solicited by written communication
at least fourteen (14) days prior to such meeting. The person
having such voting rights will be the Owner before the Annuity
Date, and thereafter, the payee entitled to receive payments
under the Contract. During the Annuity Period, voting rights
attributable to a Contract will generally decrease as the
Contract Value attributable to an Annuitant decreases.

The voting rights relate only to amounts invested in the
Variable Account. There are no voting rights with respect to
funds invested in the General Account.

Allocation Of Purchase Payments to Sub-accounts

Purchase payments are allocated to the Sub-account(s)
selected by the Owner in the application except that in those
states which require the Company to deduct premium taxes upon
receipt of a purchase payment the Company will deduct the
premium tax prior to allocating the purchase payment to such
Sub-account(s). The selection must specify a percentage for
each Sub-account that is a whole number, and must be either 0%
or a number equal to or greater than 10%. At the time of the
allocation the purchase payment is divided by the value of the
Accumulation Unit for the particular Sub-account for the
Valuation Period during which such allocation occurs to
determine the number of Accumulation Units attributable to the
purchase payment.

The purchase payment under an IRA plan will be allocated
to the Money Market Sub-account until the expiration of twenty
(15) days from the day the Contract is mailed from the
Company's office. Thereafter, the Contract Value shall be
reallocated in accordance with instructions specified in the
application.

Transfer Of Contract Values

Before the Annuity Date, the Owner may transfer, by
written request or telephone authorization, Contract Values
from one Sub-account to another Sub-account, subject to the
following conditions:

(a) the amount transferred from any Sub-account must
be at least $1,000 (or the entire Sub-account
value, if less);

(b) if less than $1,000 would remain in the
Sub-account after the transfer, the Company will
transfer the entire amount in the Sub-account;

(d) The Company will deduct any transfer charge
assessed on the transaction.
The Company is currently not assessing a transfer
fee for the first twelve (12) transfers per
Contract Year. The Company is assessing a
transfer fee of $10 per transfer thereafter. The
Company may increase the transfer fee to an amount
not to exceed $30 per transfer. The transfer fee
will be deducted from either the Sub-account which
is the source of the transfer or from the amount
transferred if the entire value in the Sub-account
is transferred.

Transfer by telephone is authorized by and described in
the application for the Contract. The Company will undertake
reasonable procedures to confirm that instructions
communicated by telephone are genuine. All calls will be
recorded. All transfers performed by telephone authorization
will be confirmed in writing to the Contract Owner. The
Company is not liable for any loss, cost, or expense for
action on telephone instructions which are believed to be
genuine in accordance with these procedures.

Transfer privileges are further explained in the
Statement of Additional Information.

After the Annuity Date, the payee of the annuity
payments may transfer the Contract Value allocated to the
Variable Account from one Sub-account to another Sub-account.
However, the Company reserves the right to refuse any more
than one transfer per month. The transfer fee is the same as
before the Annuity Date. This transfer fee will be deducted
from the next annuity payment after the transfer. If
following the transfer, the units remaining in the Sub-account
would generate a monthly payment of less than $100, then the
Company may transfer the entire amount in the Sub-account.

Once the transfer is effected, the Company will
recompute the number of Annuity Units for each Sub-account.
The number of Annuity Units for each Sub-account will remain
the same for the remainder of the payment period unless the
payee requests another change.

CHARGES AND DEDUCTIONS

Various charges and deductions are made from Contract
Values and the Variable Account. These charges and deductions
are as follows:

Deduction for Premium and Other Taxes

Any premium or other taxes levied by any governmental
entity with respect to the Contracts will be charged against
the purchase payment or Contract Value . Premium taxes
currently imposed by certain states on the Contracts range
from 0% to 3.5% of premiums paid. Some states assess premium
taxes at the time purchase payments are made; others assess
premium taxes at the time of annuitization. The Company
currently intends to advance any premium taxes due at the
time purchase payments are made and then deduct premium taxes
from the Contract Value at the time annuity payments begin or
upon surrender if the Company is unable to obtain refund of or
otherwise obtain a credit for any excess premium taxes paid.
The Company reserves the right to deduct premium taxes when
incurred. Premium taxes are subject to being changed or
amended by state legislatures, administrative interpretations
or judicial acts.

The Company will also deduct from any amount payable
under the Contracts any income taxes a governmental authority
requires the Company to withhold with respect to that amount.

Deduction for Mortality and Expense Risk Charge

The Company deducts for each Valuation Period a
Mortality and Expense Risk Charge which is equal on an annual
basis to 1.25% of the average daily net asset value of the
Variable Account (consisting of approximately .90% for
mortality risks and approximately .35% for expense risks).
The mortality risks assumed by the Company arise from its
contractual obligation to make annuity payments after the
Annuity Date for the life of the Annuitant, to waive the
Deferred Sales Charge in the event of the death of the
Annuitant and to provide the death benefit prior to the
Annuity Date. The expense risk assumed by the Company is that
the costs of administering the Contracts and the Variable
Account will exceed the amount received from any
Administrative Charge.

If the Mortality and Expense Risk Charge is insufficient
to cover the actual costs, the loss will be borne by the
Company. Conversely, if the amount deducted proves more than
sufficient, the excess will be profit to the Company.

The Mortality and Expense Risk Charge is guaranteed by
the Company and cannot be increased.

The Mortality and Expense Risk Charge is deducted during
the Accumulation Period and after the Annuity Date.

The Company currently offers annuity payment options
that are based on a life contingency. (See "Annuity Period -
Annuity Options" on page .) It is possible that in
the future the Company may offer additional payment options
which are not based on a life contingency. If this should
occur and if a Owner should elect a payment option not based
on a life contingency, the Mortality and Expense Risk Charge
is still deducted but the Owner receives no benefit from it.

Deduction for Deferred Sales Charge

In the event that a Contract Owner withdraws all or a
portion of the Contract Value in excess of the Free Withdrawal
Amount for the first withdrawal in a Contract Year other than
by way of the Systematic Withdrawal Program, or makes
subsequent withdrawals in a Contract Year, a Deferred Sales
Charge may be imposed. The Free Withdrawal Amount is equal to
10% of the Contract Value at the time of withdrawal.

The Deferred Sales Charge is deducted based upon a
percentage of the Contract Value which includes the purchase
payment and earnings. Since earnings are included it is
possible that the actual amount of the Deferred Sales Charge
may increase even though the percentage may go down.

The Deferred Sales Charge will vary in amount depending
upon the time which has elapsed since the Date of Issue. The
amount of any withdrawal which exceeds the Free Withdrawal
Amount will be subject to the following charge:

Applicable Deferred
Contract Year Sales Charge Percentage

1 6%
2 5%
3 4%
4 3%
5 2%
6 1%
7 and thereafter 0%

The aggregate Deferred Sales Charges paid with respect
to a Contract shall not exceed 8.5% of the purchase payment
for such Contract.

The Deferred Sales Charge is intended to reimburse the
Company for expenses incurred which are related to Contract
sales. The Company does not expect the proceeds from the
Deferred Sales Charge to cover all distribution costs. To the
extent such charge is insufficient to cover all distribution
costs, the Company may use any of its corporate assets,
including potential profit which may arise from the Mortality
and Expense Risk Charge, to make up any difference.

Certain restrictions on surrenders are imposed on
Contracts issued in connection with retirement plans which
qualify under Code Section 403(b) (a "403(b) Plan"). (See
"Taxes - 403(b) Plans" on page .)

Deduction for Administrative Charge

The Company deducts for each Valuation Period a daily
Administrative Charge which is equal on an annual basis to
.15% of the average daily net asset value of the Variable
Account. The Company also deducts an annual Administrative
Charge which is currently $30 per year, from the Contract
Value. The Company may increase the annual Administrative
Charge to an amount not to exceed $100 per year. The
Administrative Charges are designed to reimburse the Company
for the costs it incurs relating to maintenance of the
Contract and the Variable Account. The Company will not
derive a profit from the Administrative Charge.

Prior to the Annuity Date, the annual Administrative
Charge is deducted from the Contract Value on each Contract
Anniversary. If the Annuity Date is a date other than a
Contract Anniversary, the Company will also deduct a pro-rata
portion of the annual Administrative Charge from the Contract
Value for the fraction of the Contract Year preceding the
Annuity Date.

The annual Administrative Charge is also deducted in
full on the date of any total withdrawal. The annual
Administrative Charge will be deducted from each Sub-account
of the Variable Account in the proportion that the value of
each Sub-account attributable to the Contract bears to the
total Contract Value.

After the Annuity Date, the annual Administrative Charge
is deducted on a pro-rata basis from each annuity payment and
is guaranteed to remain at the same amount as at the Annuity
Date.

Deduction for Income Taxes

Other Expenses

There are deductions from and expenses paid out of the
assets of the Fund which are described in the accompanying
Prospectuses for the Funds.

<REDLINE>
ADMINISTRATION OF THE CONTRACTS

While the Company has primary responsibility for all
administration of the Contracts and the Variable Account, it
has retained the services of Delaware Valley Financial
Services, Inc. ("DVFS") pursuant to an administrative
agreement. Such administrative services include issuance of
the Contracts and maintenance of Contract Owners' records.
DVFS serves as the administrator to various insurance
companies offering variable contracts. </REDLINE>

RIGHTS UNDER THE CONTRACTS

The Owner has all rights and may receive all benefits
under the Contract. The Owner is named in the application.
Ownership may be changed prior to the Annuity Date through
the submission of written notification of the change to the
Company on a form acceptable to the Company. On and after
the Annuity Date, the Annuitant and Owner shall be one in the
same person , unless otherwise provided for. In the case of
Contracts issued in connection with an IRA, the Owner must be
the Annuitant.

The Owner's spouse is the only person eligible to be the
Contingent Owner. (See "Death Benefit - Death of the Owner"
on page .) Any new choice of Annuitant or Contingent Owner
will automatically revoke any prior choices.

The Owner may, except in the case of a Contract issued
in connection with either an IRA or a 403(b) Plan, assign a
Contract at any time before the Annuity Date and while the
Annuitant is alive. A copy of any assignment must be filed
with the Company. The Company is not responsible for the
validity of any assignment. If the Contract is assigned, the
rights of the Owner and those of any revocable Beneficiary
will be subject to the assignment. An assignment will not
affect any payments the Company may make or action it may take
before it is recorded. Inasmuch as an assignment or change of
ownership may be a taxable event, Owners should consult
competent tax advisers should they wish to assign their
Contracts.

The Contract may be modified only with the consent of
the Owner, except as may be required by applicable law.

ANNUITY PERIOD

Annuity Benefits

If the Annuitant and Owner are alive on the Annuity
Date, the Company will begin making payments to the Annuitant
under the annuity option or options the Owner has chosen.

The Owner may choose or change an annuity payment option
by making a written request at least thirty (30) days prior to
the Annuity Date.

The amount of the payments will be determined by
applying the Contract Value on the Annuity Date. The amount
of the annuity payments will depend on the age of the payee at
the time the settlement contract is issued. At the Annuity
Date the Contract Value in each Sub-account will be applied to
the applicable annuity tables contained in the Contract. The
amount of the Sub-account annuity payments are determined
through a calculation described in the Section captioned
"Annuity Provisions" in the Statement of
Additional Information.

Annuity Date

The Annuity Date for the Annuitant is:

(a) the first day of the calendar month following the
later of the Annuitant's 85th birthday or the 10th
Contract Anniversary; or

(b) such earlier date as may be set by applicable law.

The Owner may designate an earlier date in the
application or may change the Annuity Date by making a written
request at least thirty (30) days prior to the Annuity Date
being changed. However, any Annuity Date must be:

(a) no later than the date defined in (a) above; and

(b) the first day of a calendar month.

Annuity Options

The Owner may choose to receive annuity payments which
are fixed, or which are based on the Variable Account, or a
combination of the two. If the Owner elects annuity payments
which are based on the Variable Account, the amount of the
payments will be variable. The Owner may not transfer
Contract Values between the General Account and the Variable
Account after the Annuity Date, but may, subject to certain
conditions, transfer Contract Values from one Sub-account to
another Sub-account. (See "The Variable Account - Transfer
of Contract Values" on page .)

If the Owner has not made any annuity payment option
selection at the Annuity Date, the Contract Value will be
applied to purchase Option 2 fixed basis annuity payments and
Option 2 variable basis annuity payments, in proportion to the
amount of Contract Value in the General Account and the
Variable Account, respectively.

The annuity payment options are:

Option 1: Life Income. The Company will pay an annuity
during the lifetime of the payee.

Option 2: Life Income with 10 Years of Payments
Guaranteed. The Company will pay an annuity during the

lifetime of the payee. If, at the death of the payee,
payments have been made for less than 10 years:

(a) payments will be continued during the remainder of
the period to the successor payee;

(b) the successor payee may elect to receive in a lump
sum the present value of the remaining payments,
commuted at the interest rate used to create the
annuity factor for this Option; or

(c) the guaranteed period will not in the case of
Contracts issued in connection with an IRA exceed
the life expectancy of the Annuitant at the time the
first payment is due.

Option 3: Joint and Last Survivor Income. The Company
will pay an annuity for as long as either the payee or a
designated second person is alive. In the event that the
Contract is issued in connection with an IRA, the payments in
this Option will be made only to the Annuitant and the
Annuitant's spouse.

The annuity payment options are more fully explained in
the Statement of Additional Information. The Company may also
offer additional options at its own discretion.

Annuity Payments

If the Contract Value applied to annuity payment options
is less than $2,000, the Company has the right to pay the
amount in a lump sum in lieu of annuity payments. The Company
makes all other annuity payments monthly. However, if the
total monthly annuity payment would be less than $100 the
Company has the right to make payments semi-annually or
annually.

If fixed annuity payments are selected, the amount of
each fixed payment is determined by multiplying the Contract
Value allocated to purchase fixed annuity payments by the
factor shown in the annuity table specified in the Contract
for the option selected, divided by 1,000.

If variable annuity payments are selected, the Annuitant
receives the value of a fixed number of Annuity Units each
month. The actual dollar amount of variable annuity payments
is dependent upon: (i) the Contract Value at the time of
annuitization; (ii) the annuity table specified in the
Contract; (iii) the Annuity Option selected; (iv) the
investment performance of the Sub-account selected; and (v)
the pro-rata portion of the annual Administrative charge.

The annuity tables contained in the Contract are based
on a 5% assumed investment rate. If the actual net investment
rate exceeds 5%, payments will increase. Conversely, if the
actual rate is less than 5%, annuity payments will decrease.

DEATH BENEFIT
Death Benefit

If the Annuitant (or Owner, if applicable) dies before
the Annuity Date, the Company will pay a death benefit equal
to the greater of: (a) the purchase payments paid less
withdrawals; (b) the Contract Value; or, (c) the greatest
Contract Value at any sixth contract anniversary increment
(i.e., sixth, twelfth, eighteenth, etc.) less any subsequent
withdrawals. However, in North Carolina the Company will pay
a death benefit equal to the greater of (a) or (b) only.

Before the Company will pay any death benefit, the
Company will require due proof of death. The Company will
determine the value of the death benefit as of the Valuation
Period following receipt of due proof of death at the
Company's Office. The Company will pay the death benefit to
the Beneficiary in accordance with any applicable laws
governing the payment of death proceeds.

Payment of the death benefit may be made in one lump sum
or applied under one of the annuity payment options. (See
"Annuity Period - Annuity Options" on page .) The Contract
Owner may by written request elect that any death benefit of
at least $2,000 be received by the Beneficiary under an
annuity payment option. (See "Annuity Period - Annuity
Options" on page .) The Contract Owner may choose or change
a payment option at any time prior to the Annuitant's death.
If at the time the Annuitant dies, the Contract Owner has made
no request for a payment option, the Beneficiary has sixty
(60) days in which to make a written request to elect either a
lump sum payment or any annuity payment option. Any lump sum
payment will be made within seven (7) days after the Company
has received due proof of death and the written election of
the Beneficiary, unless a delay of payments provision is in
effect. (See Statement of Additional Information - "General
Information - Delay of Payments.")

In the event that the Annuitant and the Contract Owner
are the same individual, the death of that individual will be
treated by the Company as the death of the Annuitant.

Death of the Owner

If an Owner dies before the Annuity Date, the entire
Contract Value must be distributed within five (5) years of
the date of death, unless:

(a) it is payable over the lifetime of a designated
Beneficiary with distributions beginning within one
(1) year of the date of death; or

(b) the Contingent Owner, if any, continues the Contract
in his or her own name.

In the case of Contracts issued in connection with an
IRA plan, the Beneficiary or Contingent Owner may elect to

accelerate these payments. Any method of acceleration chosen
must be approved by the Company.

If the Owner dies after the Annuity Date, distribution
will be as provided in the annuity payment option selected.

PURCHASING A CONTRACT

Application

In order to acquire a Contract, an application provided
by the Company must be completed and submitted to the Company
for acceptance. The Company must also receive the purchase
payment. Upon acceptance, the Contract is issued to the Owner
and the purchase payment is then credited to the Variable
Account and converted into Accumulation Units, except in those
states where the applicable premium tax is deducted from the
purchase payment. (See Allocation of Purchase Payment to
Sub-accounts" on page .) If the application for a Contract
is in good order, the Company will apply the purchase payment
to the Variable Account and credit the Contract with
Accumulation Units within two (2) business days of receipt.
In addition to the underwriting requirements of the Company,
good order means that the Company has received federal funds
(monies credited to a bank's account with its regional Federal
Reserve Bank). If the application for a Contract is not in
good order, the Company will attempt to get it in good order
within five (5) business days or the Company will return the
application and the purchase payment, unless the prospective
owner specifically consents to the Company's retaining them
until the application is made complete.

Minimum Purchase Payment

The Contracts are offered on a single purchase payment
basis. The minimum purchase payment the Company will accept
is $5,000.

Distributor

AIG Equity Sales Corp. ("AESC"), formerly known as
American International Fund Distributors, Inc., 80 Pine
Street, New York, New York, acts as the distributor of the
Contracts. AESC is a wholly-owned subsidiary of American
International Group, Inc. and an affiliate of the Company.

Commissions will be paid to registered representatives
of AESC and other entities which sell the Contracts.
Additional payments may be made for other services not
directly related to the sale of the Contracts, including the
recruitment and training of personnel, production of
promotional literature, and similar services.

Under the Glass-Steagall Act and other laws, certain
banking institutions may be prohibited from distributing
variable annuity contracts. If a bank were prohibited from
performing certain agency or administrative services and

receiving fees from AESC, Owners who purchased Contracts
through the bank would be permitted to retain their Contracts
and alternate means for servicing those Owners would be
sought. It is not expected, however, that Owners would suffer
any loss of services or adverse financial consequences as a
result of any of these occurrences.

CONTRACT VALUE

The Contract Value is the sum of the value of all
Sub-account Accumulation Units attributable to the Contract
and amounts contributed to a guarantee period of the General
Account. (See "Appendix-General Account Option"). The value
of an Accumulation Unit will vary from Valuation Period to
Valuation Period. The value of an Accumulation Unit is
determined at the end of the Valuation Period and reflects the
investment earnings, or loss, and the deductions for the
Valuation Period.

WITHDRAWALS
Partial Withdrawal

The Owner may partially withdraw Contract Values from
the Contract prior to the Annuity Date. Any partial
withdrawal is subject to the following conditions:

(a) the Company must receive a written request;

(b) the amount requested must be at least $500;

(d) the amount withdrawn will be the sum of the amount
requested and the amount of any applicable Deferred
Sales Charge; and

(e) the Company will deduct the amount requested plus
any Deferred Sales Charge from each Sub-account of
the Variable Account either as specified or in the
proportion that the Sub-account bears to the total
Contract Value.

Systematic Withdrawal Program

During the Accumulation Period an Owner may at any time
elect in writing to take systematic withdrawals from one or
more of the Sub-accounts for a period of time not to exceed 12
months. In order to initiate this program, the amount to be
systematically withdrawn must be equal to or greater than $200
provided that the Contract Value is equal to or greater than
$24,000 and the amount to be withdrawn does not exceed the
Free Withdrawal Amount. Systematic withdrawals will be made
without the imposition of the Deferred Sales Charge.
Systematic withdrawals may occur monthly or quarterly.

The systematic withdrawal program may be cancelled at
any time by written request or automatically should the
Contract Value fall below $1,000. In the event the systematic
withdrawal program is cancelled, the Owner may not elect to
participate in such program until the next Contract
Anniversary.

An Owner may change once per Contract Year the amount or
frequency subject to be withdrawn on a systematic basis.

The systematic withdrawal program is annually renewable,
although the limitations set forth above shall continue to
apply.

The Free Withdrawal Amount (see "Charges and Deductions
- Deduction for Deferred Sales Charge" on page ) and Dollar
Cost Averaging (See Statement of Additional Information-
"General Information- Transfers") are not available while a
Owner is receiving systematic withdrawals. A Owner will be
entitled to the Free Withdrawal Amount and Dollar Cost
Averaging on and after the Contract Anniversary next following
the termination of the systematic withdrawal program.

Implementation of the systematic withdrawal program may
subject a Owner to adverse tax consequences, including a 10%
tax penalty tax. (See "Taxes - Taxation of Annuities in
General" on page for a discussion of the tax consequences
of withdrawals.)

Total Withdrawal

The Owner may withdraw the entire Contract Value prior
to the Annuity Date. A total withdrawal will cancel the
Contract. The total withdrawal value is equal to the Contract
Value next calculated after receipt of the written withdrawal
request, less any applicable Deferred Sales Charge, less the
annual Administrative Charge and less any applicable premium
taxes, and, less any applicable charges assessed to amounts in
the General Account. (See "Charges and Deductions" on page
.)

Payment of Withdrawals

Any Contract Values withdrawn will be sent to the Owner
within seven (7) days of receipt of the written request,
unless the Delay of Payments provision is in effect. (See
Statement of Additional Information - "General Information -
Delay of Payments.") (See "Taxes - Taxation of Annuities in
General" on page for a discussion of the tax consequences
of withdrawals.)

The Company reserves the right to ensure that a Owner's
check or other form of purchase payment has been cleared for
payment prior to processing any withdrawal or redemption
request occurring shortly after a purchase payment.

Certain restrictions on withdrawals are imposed on
Contracts issued in connection with 403(b) Plans. (See "Taxes
- 403(b) Plans" on page .)

TAXES
Introduction

The Contracts are designed to accumulate Contract Values
with retirement plans which, except for IRAs and 403(b) Plans,
are generally not tax-qualified plans ("Qualified Plans").
The ultimate effect of Federal income taxes on the amounts
held under a Contract, on annuity payments, and on the
economic benefits to the Owner, Annuitant or Beneficiary
depend on the Company's tax status and upon the tax and
employment status of the individual concerned. Accordingly,
each potential Owner should consult a competent tax adviser
regarding the tax consequences of purchasing a Contract.

The following discussion is general in nature and is not
intended as tax advice. No attempt is made to consider any
applicable state or other tax laws. Moreover, the discussion
is based upon the Company's understanding of the Federal
income tax laws as they are currently interpreted. No
representation is made regarding the likelihood of
continuation of the Federal income tax laws, the Treasury
Regulations, or the current interpretations by the Internal
Revenue Service (the "Service"). For a discussion of Federal
income taxes as they relate to the Fund, please see the
accompanying Prospectus for the Fund.

Company Tax Status

The Company 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 Variable Account is not a
separate entity from the Company and its operations form a
part of the Company, it will not be taxed separately as a
"regulated investment company" under Subchapter M of the Code.
Investment income and realized capital gains on the assets of
the Variable Account are reinvested and taken into account in
determining the Contract Value. Under existing Federal income
tax law, the Variable Account's investment income, including
realized net capital gains, is not taxed to the Company. The
Company reserves the right to make a deduction for taxes from
the assets of the Variable Account should they be imposed with
respect to such items in the future.

Taxation of Annuities in General - Non-Qualified Plans

Code Section 72 governs the taxation of annuities. In
general, a Owner is not taxed on increases in value under a
Contract until some form of withdrawal or distribution is made
under the Contract. However, under certain circumstances, the
increase in value may be subject to tax currently. (See
"Taxes - Contracts Owned by Non-Natural Persons," on page
and "Taxes - Diversification Standards" on page____.)

Withdrawals prior to the Annuity Date

Code Section 72 provides that a total or partial
withdrawal from a Contract prior to the Annuity Date will be
treated as taxable income to the extent the amounts held under
the Contract exceed the "investment in the contract," as that
term is defined under the Code. The "investment in the
contract" can generally be described as the cost of the
Contract. It generally constitutes the sum of all purchase
payments made for the contract less any amounts received under
the Contract that are excluded from gross income. The taxable
portion is taxed as ordinary income. For purposes of this
rule, a pledge or assignment of a Contract is treated as a
payment received on account of a partial withdrawal of a
Contract.

Withdrawals on or after the Annuity Date

Upon receipt of a lump sum payment or an annuity payment
under the Contract, the recipient is taxed on the portion of
the payment that exceeds the investment in the Contract.
Ordinarily, the taxable portion of payments under the Contract
will be taxed as ordinary income.

For fixed annuity payments, the taxable portion of each
payment is generally determined by using a formula known as
the "exclusion ratio", which establishes the ratio that the
investment in the Contract bears to the total expected amount
of annuity payments for the term of the Contract. That ratio
is then applied to each payment to determine the nontaxable
portion of the payment. The remaining portion of each payment
is taxed as ordinary income. For variable annuity payments,
the taxable portion is determined by a formula which
establishes a specific dollar amount of each payment that is
not taxed. The dollar amount is determined by dividing the
investment in the Contract by the total number of expected
periodic payments. The remaining portion of each payment is
taxed as ordinary income.

The Company is obligated to withhold Federal income
taxes from certain payments unless the recipient elects
otherwise. Prior to the first payment, the Company will
notify the payee of the right to elect out of withholding and
will furnish a form on which the election may be made. The
payee must properly notify the Company of that election in
advance of the payment in order to avoid withholding.

Penalty Tax on Certain Withdrawals

With respect to amounts withdrawn or distributed before
the taxpayer reaches age 59 1/2, a 10% penalty tax is imposed
upon the portion of such amount which is includable in gross
income. However, the penalty tax will not apply to
withdrawals: (i) made on or after the death of the Owner (or
where the Owner is not an individual, the death of the
"primary annuitant", who is defined as the individual, the
events in the life of whom are of primary importance in
affecting the timing or amount of the payout under the
Contract); (ii) attributable to the taxpayer's becoming
totally disabled within the meaning of Code Section 72(m)(7);

(iii) which are part of a series of substantially equal
periodic payments (not less frequently than annually) made for
the life (or life expectancy) of the taxpayer, or the joint
lives (or joint life expectancies) of the taxpayer and his
beneficiary; (iv) allocable to investment in the Contract
before August 14, 1982; (v) under a qualified funding asset
(as defined in Code Section 130(d)); (vi) under an immediate
annuity contract; or (vii) that are purchased by an employer
on termination of certain types of qualified plans and which
are held by the employer until the employee separates from
service.

If the penalty tax does not apply to a withdrawal as a
result of the application of item (iii) above, and the series
of payments are subsequently modified (other than by reason of
death or disability), the tax for the first year in which the
modification occurs will be increased by an amount equal to
the tax that would have been imposed but for item (iii) above
as determined under Treasury Regulations, plus interest for
the deferral period. The foregoing rule applies if the
modification takes place: (a) before the close of the period
which is five years from the date of the first payment and
after the taxpayer attains age 59 1/2; or (b) before the
taxpayer reaches age 59 1/2.

Assignments

Any assignment or pledge of the Contract as collateral
for a loan may result in a taxable event and the excess of the
Contract Value over purchase payments will be taxed to the
assignor as ordinary income. Please consult your tax adviser
prior to making an assignment of the Contract.

Distribution-at-Death Rules

In order to be treated as an annuity contract for
Federal income tax purposes, a Contract must generally provide
for the following two distribution rules: (i) if the Owner
dies on or after the Annuity Date, and before the entire
interest in the Contract has been distributed, the remaining
portion of such interest will be distributed at least as
quickly as the method in effect on the Owner's death; and (ii)
if a Owner dies before the Annuity Date, the entire interest
must generally be distributed within five years after the date
of death. To the extent such interest is payable to a
designated Beneficiary, however, such interest 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 commence within one year after the
date of death. If the Beneficiary is the spouse of the Owner,
the Contract may be continued unchanged in the name of the
spouse as Owner.

If the Owner is not an individual, the "primary
annuitant" (as defined under the Code) is considered the
Owner. In addition, when the Owner is not an individual, a
change in the primary annuitant is treated as the death of the
Owner.

Gifts of Contracts

Any transfer of a Contract prior to the Annuity Date for
less than full and adequate consideration will generally
trigger tax on the gain in the Contract. The transferee will
receive a step-up in basis for the amount included in the
transferor's income. This provision, however, does not apply
to those transfers between spouses or incident to a divorce
which are governed by Code Section 1041(a).

Contracts Owned by Non-Natural Persons

If the Contract is held by a non-natural person (for
example, a corporation or trust) the Contract is generally not
treated as an annuity contract for Federal income tax
purposes, and the income on the Contract (generally the excess
of the Contract Value over the purchase payments) is
includable in income each year. The rule does not apply where
the non-natural person is only the nominal owner such as a
trust or other entity acting as an agent for a natural person.
The rule also does not apply when the Contract is acquired by
the estate of a decedent, when the Contract is held under
certain qualified plans, when the Contract is a qualified
funding asset for structured settlements, when the Contract is
purchased on behalf of an employee upon termination of a
qualified plan, and in the case of an immediate annuity.

Section 1035 Exchanges

Code Section 1035 provides that no gain or loss shall be
recognized on the exchange of an annuity contract for another
annuity contract. A replacement contract obtained in a
tax-free exchange of contracts succeeds to the status of the
surrendered contract. Special rules and procedures apply to
Code Section 1035 transactions. Prospective owners wishing to
take advantage of Code Section 1035 should consult their tax
advisers.

Multiple Contracts

Annuity contracts that are issued by the same company
(or affiliate) to the same Owner during any calendar year will
be treated as one annuity contract in determining the amount
includable in the taxpayer's gross income. Thus, any amount
received under any such contract prior to the contract's
annuity starting date will be taxable (and possibly subject to
the 10% penalty tax) to the extent of the combined income in
all such contracts. The Treasury has broad regulatory
authority to prevent avoidance of the purposes of this
aggregation rule. It is possible that, under this authority,
Treasury may apply this rule to amounts that are paid as
annuities (on or after the starting date) under annuity
contracts issued by the same company to the same Owner during
any calendar year period. In this case, annuity payments
could be fully taxable (and possibly subject to the 10%
penalty tax) to the extent of the combined income in all such
contracts and regardless of whether any amount would otherwise

have been excluded from income. Owners should consult a tax
adviser before purchasing more than one Contract or other
annuity contracts.

Diversification Standards

To comply with the diversification regulations
promulgated under Code Section 817(h) (the "Diversification
Regulations"), after a start-up period, each Sub-account is
required to diversify its investments. The Diversification
Regulations generally require that on the last day of each
quarter of a calendar year no more than 55% of the value of
the assets of a Sub-account is represented by any one
investment, no more than 70% is represented by any two
investments, no more than 80% is represented by any three
investments, and no more than 90% is represented by any four
investments. A "look-through" rule applies so that an
investment in the Fund is not treated as one investment but is
treated as an investment in a pro-rata portion of each
underlying asset of the Fund. All securities of the same
issuer are treated as a single investment. In the case of
government securities, each Government agency or
instrumentality is treated as a separate issuer.

In connection with the issuance of the proposed and
temporary version of the Diversification Regulations,
Treasury announced that such regulations do not provide
guidance concerning the extent to which Owners may direct
their investments to particular divisions of a separate
account. It is possible that if and when additional
regulations or IRS pronouncements are issued, the Contract may
need to be modified to comply with such rules. For these
reasons, the Company reserves the right to modify the
Contract, as necessary, to prevent the Owner from being
considered the owner of the assets of the Variable Account.

The Company intends to comply with the Diversification
Regulations to assure that the Contracts continue to be
treated as annuity contracts for Federal income tax purposes.

Qualified Plans

The Contracts may be used to create an IRA. The
Contracts are also available for use in connection with a
previously established 403(b) Plan. No attempt is made herein
to provide more than general information about the use of the
Contracts with IRAs or 403(b) Plans. The information herein
is not intended as tax advice. A prospective Owner
considering use of the Contract to create an IRA or in
connection with a 403(b) Plan should first consult a competent
tax adviser with regard to the suitability of the Contract as
an investment vehicle for their qualified plan.

While the Contract will not be available in connection
with retirement plans designed by the Company which qualify
for the federal tax advantages available under Sections 401
and 457 of the Code, a Contract can be used as the investment
medium for an individual Owner's separately qualified

retirement plan. Under amendments to the Internal Revenue
Code which became effective in 1993, distributions for a
qualified plan (other than non-taxable distributions
representing a return of capital, distributions meeting the
minimum distribution requirement, distributions for the life
or life expectancy of the recipient(s) or distributions that
are made over a period of more than 10 years) are eligible for
tax-free rollover within 60 days of the date of distribution,
but are also subject to federal income tax withholding at a
20% rate unless paid directly to another qualified plan. If
the recipient is unable to take full advantage of the tax-free
rollover provisions, there may be taxable income, and the
imposition of a 10% penalty if the recipient is under age 59
1/2. A prospective Owner considering use of the Contract in
this manner should consult a competent tax adviser with regard
to the suitability of the Contract for this purpose and for
information concerning the provisions of the Code applicable
to qualified plans.

Individual Retirement Annuities

Section 408 of the Code permits eligible individuals to
contribute to an IRA. Contracts issued in connection with an
IRA are subject to limitations on eligibility, maximum
contributions, and time of distribution. Distributions from
certain retirement plans qualifying for federal tax advantages
may be rolled over into an IRA. Sales of the Contracts for
use with IRAs are subject to special requirements imposed by
the Service, including the requirement that informational
disclosure be given to each person desiring to establish an
IRA. The IRAs offered by this Prospectus are not available in
all states.

403(b) Plans

Code Section 403(b)(11) imposes certain restrictions on
a Owner's ability to make partial withdrawals from Code
Section 403(b) Contracts, if attributable to purchase payments
made under a salary reduction agreement. Specifically, Code
Section 403(b)(11) allows a Owner to make a surrender or
partial withdrawal only (a) when the employee attains age 59
1/2, separates from service, dies, or becomes disabled (as
defined in the Code), or (b) in the case of hardship. In the
case of hardship, only an amount equal to the purchase
payments may be withdrawn. In addition, under Code Section
403(b) the employer must comply with certain
non-discrimination requirements. Owners should consult their
employers to determine whether the employer has complied with
these rules. The 403(b) Plan offered by this Prospectus is
not available in all states.

APPENDIX

GENERAL ACCOUNT OPTION

Under the General Account option, Contract Values are
held in the Company's General Account. Because of exemptive
and exclusionary provisions, interests in the General Account
have not been registered under the Securities Act of 1933 nor
is the General Account registered as an investment company
under the Investment Company Act of 1940. The Company
understands that the staff of the Securities and Exchange
Commission has not reviewed the disclosures in this Prospectus
relating to the General Account portion of the Contract.
Disclosures regarding 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. The General
Account option is not available in all states.

Contract Owners may elect to allocate amounts to the
General Account provided that the Contract Owner specifies a
percentage that is a whole number and is equal to 0 or equal
to or greater than 10%. Contract Owners may also transfer
amounts to the General Account. Amounts allocated or
transferred to the General Account are credited with interest
on a daily basis at the then applicable effective guarantee
rate. The effective guarantee rate is that rate declared for
the calendar month in which amounts are allocated or
transferred to the General Account. Therefore, if the
Contract Owner has allocated or transferred amounts at
different times to the General Account, each allocation or
transfer may have a unique effective guarantee rate and
guarantee period associated with that amount. The Company
guarantees that the effective guarantee rate will not be
changed more than once per year and will not be less than 4%
per annum.

The Contract Owner may transfer amounts to the General
Account prior to the Annuity Date by written request or
telephone authorization. However, no more than four transfers
may be made to the General Account per Contract Year and the
amount transferred to the General Account must be at least 25%
of the Contract Value, or the entire amount in the Variable
Account, if less. (See "Alliance Variable Products Series
Fund, Inc. - Transfer of Contract Values" on page .)

The Contract Owner may transfer amounts out of the
General Account only at the end of the guarantee period
associated with that amount. Prior to the end of the
guarantee period the Contract Owner may specify the
Sub-accounts of the Variable Account to which the Contract
Owner wants amounts transferred. If the Contract Owner does
not notify the Company prior to the end of the guarantee
period, the Company will apply that amount to a new guarantee
period in the General Account, which is then subject to the
same conditions as the original guarantee period. The
guarantee rate associated with the new guarantee period may be
different from the effective guarantee rate applicable to the

previous guarantee period. These transfers will be handled at
no charge to the Contract Owner. All other provisions which
apply to transfers among the Sub-accounts (See "Alliance
Variable Products Series Fund, Inc. - Transfer of Contract
Values" on page ) and which do not conflict with the
provisions set forth above will continue to apply.

Contract Owners may not make a partial withdrawal from
the General Account prior to the Annuity Date unless:

(a) all of the Contract Owner's funds are in the General
Account; or
(b) the Contract Owner does not specify from which funds
the partial withdrawal is to be deducted. In that
event, the Company will deduct the amount from each
Sub-account of the Variable Account and each amount
allocated to each guarantee period of the General
Account in the proportion that each bears to the
Contract Value.

The Deferred Sales Charge (See "Charges and Deductions -
Deduction for Deferred Sales Charge" on page ) will be
deducted from the Sub-accounts of the Variable Account and
from each amount allocated to each guarantee period of the
General Account in the proportion that the withdrawal was made
from these accounts.

The annual Administrative Charge (See "Charges and
Deductions - Deductions for Administrative Charge" on page
) and Premium Taxes, if applicable, (See "Charges and
Deductions - Deduction for Premium and Other Taxes" on page
) will be deducted proportionately from each Sub-account of
the Variable Account and from each amount in each guarantee
period of the General Account.

If the Contract Owner has not made any annuity option
selection at the Annuity Date, the Contract Value will be
applied to purchase Option 2 fixed basis annuity payments and
Option 2 variable basis annuity payments, in proportion to the
amount of Contract Value in the General Account and the
Variable Account, respectively. (See "Annuity Period - Annuity
Options" on page .)

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

Page
General Information . . . . . . . . . . . . . . . . . . . . .
The Company . . . . . . . . . . . . . . . . . . . . .
Independent Accountants . . . . . . . . . . . . . . .
Legal Counsel . . . . . . . . . . . . . . . . . . . .
Distributor . . . . . . . . . . . . . . . . . . . . . . . . .
Calculation of Performance Related Information . . . .
Delay of Payments . . . . . . . . . . . . . . . . . .
Transfers . . . . . . . . . . . . . . . . . . . . . .
Method of Determining Contract Values . . . . . . . . . . . .
Annuity Provisions . . . . . . . . . . . . . . . . . . . . .
Annuity Benefits . . . . . . . . . . . . . . . . . . . . . .
Annuity Options . . . . . . . . . . . . . . . . . . .
Variable Annuity Payment Values . . . . . . . . . . .
Annuity Unit . . . . . . . . . . . . . . . . . . . . .
Net Investment Factor . . . . . . . . . . . . . . . .
Additional Provisions . . . . . . . . . . . . . . . .
Financial Statements . . . . . . . . . . . . . . . . . . . .

PART B
STATEMENT OF ADDITIONAL INFORMATION

INDIVIDUAL SINGLE PURCHASE
PAYMENT DEFERRED VARIABLE ANNUITY CONTRACTS

issued by

VARIABLE ACCOUNT A

and

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK

THIS IS NOT A PROSPECTUS. THIS STATEMENT OF
ADDITIONAL INFORMATION SHOULD BE READ IN CONJUNCTION WITH THE
PROSPECTUS FOR THE DEFERRED VARIABLE ANNUITY CONTRACTS WHICH
ARE REFERRED TO HEREIN.
<REDLINE>
THE PROSPECTUS CONCISELY SETS FORTH INFORMATION THAT
A PROSPECTIVE INVESTOR OUGHT TO KNOW BEFORE INVESTING. FOR A
COPY OF THE PROSPECTUS DATED , CALL OR WRITE: American
International Life Assurance Company of New York; Attention:
Variable Products, 80 Pine Street, New York, New York 10005,
1-800-340-2765.

DATE OF STATEMENT OF ADDITIONAL INFORMATION: _________ ___,
1996 </REDLINE>

TABLE OF CONTENTS

PAGE
General Information . . . . . . . . . . . . . . . . . . . . .
The Company . . . . . . . . . . . . . . . . . . . . .
Independent Accountants . . . . . . . . . . . . . . .
Legal Counsel . . . . . . . . . . . . . . . . . . . .
Distributor . . . . . . . . . . . . . . . . . . . . .
Calculation of Performance Related Information . . . .
Delay of Payments . . . . . . . . . . . . . . . . . .
Transfers . . . . . . . . . . . . . . . . . . . . . .
Method of Determining Contract Values . . . . . . . . . . . .
Annuity Provisions . . . . . . . . . . . . . . . . . . . . .
Annuity Benefits . . . . . . . . . . . . . . . . . . .
Annuity Options . . . . . . . . . . . . . . . . . . .
Variable Annuity Payment Values . . . . . . . . . . .
Annuity Unit . . . . . . . . . . . . . . . . . . . . .
Net Investment Factor . . . . . . . . . . . . . . . .
Additional Provisions . . . . . . . . . . . . . . . .
Financial Statements . . . . . . . . . . . . . . . . . . . .

GENERAL INFORMATION

The Company

A description of American International Life
Assurance Company of New York (the "Company"), and its
ownership is contained in the Prospectus. The Company will
provide for the safekeeping of the assets of the Variable
Account I.

Independent Accountants

The audited financial statements of the Company have
been audited by Coopers and Lybrand, independent certified
public accountants, whose offices are located in Philadelphia,
Pennsylvania.
<REDLINE>
Legal Counsel

Legal matters relating to the Federal securities
laws in connection with the Contracts described herein and in
the Prospectus are being passed upon by the law firm of Jorden
Burt Berenson & Johnson LLP, Washington, D.C.
</REDLINE>
Distributor

AIG Equity Sales Corp. ("AESC"), formerly known as
American International Fund Distributors, Inc., a wholly owned
subsidiary of American International Group, Inc. and an
affiliate of the Company, acts as the distributor. The
offering is on a continuous basis. Commissions in the amount
of $2,647,001 were paid during 1994, none of which were
retained by the Distributor.

Calculation Of Performance Related Information

A. Yield and Effective Yield Quotations for the Money
Market Sub-account

The yield quotation for the Money Market Sub-account
to be set forth in the Prospectus will be for a given seven
day period, and will be computed by determining the net
change, exclusive of capital changes, in the value of a
hypothetical pre-existing account having a balance of one
Accumulation Unit in the Money Market Sub-account at the
beginning of the period, subtracting a hypothetical charge
reflecting deductions from Owner accounts, and dividing the
difference by the value of the account at the beginning of the
base period to obtain the base period return, and multiplying
the base period return by (365/7) with the resulting figure
carried to at least the nearest hundredth of one percent.

Any effective yield quotation for the Money Market
Sub-account to be set forth in the Prospectus will be for a
given seven day period, carried at least to the nearest
hundredth of one percent, and will be computed by determining
the net change, exclusive of capital changes, in the value of

a hypothetical pre-existing account having a balance of one
Accumulation Unit in the Money Market Sub-account at the
beginning of the period, subtracting a hypothetical charge
reflecting deductions from Owner accounts, and dividing the
difference by the value of the account at the beginning of the
base period to obtain the base period return, and then
compounding the base period return by adding 1, raising the
sum to a power equal to 365 divided by 7 and subtracting 1
from the result, according to the following formula:

EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1)365/7]-1.

For purposes of the yield and effective yield
computations, the hypothetical charge reflects all deductions
that are charged to all Owner accounts in proportion to the
length of the base period. For any fees that vary with the
size of the account, the account size is assumed to be the
Money Market Sub-account's mean account size. The yield and
effective yield quotations do not reflect the Deferred Sales
Charge that may be assessed at the time of withdrawal in an
amount ranging up to 6% of the purchase payments withdrawn,
with the specific percentage applicable to a particular
withdrawal depending on the length of time the purchase
payment was held under the Contract and whether withdrawals
had been previously made during that Contract Year. (See
"Charges and Deductions - Deduction for Deferred Sales Charge"
on page of the Prospectus) No deductions or sales loads
are assessed upon annuitization under the Contracts. Realized
gains and losses from the sale of securities and unrealized
appreciation and depreciation of the Money Market Sub-account
and the Fund are excluded from the calculation of yield.
<REDLINE>
B. Standardized Total Return Quotations

The standardized total return quotations for all of the
Sub-accounts will be average annual total return quotations
for the one, five, and ten year periods (or, where a
Sub-account has been in existence for a period of less than
one, five or ten years, for such lesser period) ended on a
given date, and for the period from the date monies were first
placed into the Sub-accounts until the aforesaid date. The
quotations are computed by finding the average annual
compounded rates of return over the relevant periods that
would equate the initial amount invested to the ending
redeemable value, according to the following formula:
</REDLINE>

P(1+T)n = ERV

Where: P = a hypothetical initial payment of
$1,000

T = average annual total return

n = number of years

ERV = ending redeemable value of a

hypothetical $1,000 payment made
at the beginning of the particular
period at the end of the particular
period.

For the purposes of the total return quotations for all
of the Sub-accounts, the calculations take into effect all
fees that are charged to all Owner accounts. For any fees
that vary with the size of the account, the account size is
assumed to be the respective Sub-account's mean account size.
The calculations also assume a total withdrawal as of the end
of the particular period.
<REDLINE>
No standardized or non-standardized total return
quotations have been provided for the Zero Coupon 2000,
Dreyfus Stock Index, Money Market, Growth, Overseas, Asset
Manager, Investment Grade Bond, High Income, Worldwide Balance
or Gold and Natural Resources Portfolios, because, for the
fiscal year ended December 31, 1994, such Portfolios were not
yet in operation.
</REDLINE>
Annualized total return for certain Sub-accounts as of
December 31, 1994, were as follows:

One Year Inception to Date

Conservative Investors
Growth Investors
Growth
Growth and Income

*Funds were first invested in the Portfolios as
listed below:

Conservative Investors
Growth Investors
Growth
Growth and Income

C. Yield Quotations for each Sub-account other
than the Money Market Sub-account

The yield quotations for each Sub-account
other than the Money Market Sub-account will be based on a
thirty-day period. The computation is made by dividing the net
investment income per Accumulation Unit earned during the
period by the Unit Value on the last day of the period,
according to the following formula:

Yield = 2[(a - b + 1)6 - 1]
cd

Where: a = net investment income
earned during the period
by the corresponding
Portfolio attributable to
shares owned by the

c o r r e s p o n d i n g
Sub-account.

b = expenses accrued for the
period (net of
reimbursements).

c = the average daily number
of Accumulation Units
outstanding during the
period.

d = the maximum Unit Value on
the last day of the
period.

For the purposes of the yield quotations for the
Sub-accounts, the calculations take into effect all fees that
are charged to all Owner accounts. For any fees that vary
with the size of the account, the account size is assumed to
be the respective Sub-account's mean account size. The
calculations do not take into account the Deferred Sales
Charge or any transfer charges.

A Deferred Sales Charge may be assessed at the time of
withdrawal in an amount from 6% to 0% of the Purchase Payments
withdrawn, with the specific percentage applicable to a
particular withdrawal depending on the length of time the
purchase payment was held under the Contract, and whether
withdrawals had been previously made during that Contract
Year. (See "Charges and Deductions - Deduction for Deferred
Sales Charge" on page 17 of the Prospectus) There is
currently a transfer charge of $10 per transfer after a
specified number of transfers in each Contract Year. (See
Transfer of Contract Values" on page 15 of the Prospectus)

D. Non-Standardized Performance Data
<REDLINE>
1. Non-Standardized Total Return Quotations

The non-standardized total return quotations for all
of the Sub-accounts to be set forth in the Prospectus will be
average annual total return quotations for the one, five, and
ten year periods (or, where a Sub-account has been in
existence for a period of less than one, five or ten years,
for such lesser period), ended on a given date for the period
from the date monies were first placed into the Sub-accounts
until the aforesaid date. The quotations are computed by
finding the average annual compounded rates of return over the
relevant periods that would equate the initial amount invested
to the ending redeemable value, according to the following
formula:
</REDLINE>
P(1+T) n = ERV

Where: P = a hypothetical initial payment
of $1,000

T = average annual total return

n = number of years

ERV = ending redeemable value of a
hypothetical $1,000 payment made
at the beginning of the
particular period at the end of
the particular period.

For the purposes of the total return quotations, the
calculations take into effect all fees that are charged to all
Owner accounts. For any fees that vary with the size of the
account, the account size is assumed to be the respective
Sub-account's mean account size. The calculations do not,
however, assume a total withdrawal as of the end of the
particular period.

Annualized total return quotations for certain Sub-
accounts as of December 31, 1994, were as follows:

One Year Inception to Date

Conservative Investors
Growth Investors
Growth
Growth and Income
Zero Coupon 2000

2. The Power of Tax-Deferred Growth

All current taxes on any income or capital gains
are deferred until money is taken out of your account. That
way all of your earnings contribute to the growth of your
account. And, since all your earnings are automatically
reinvested to build your investment base, your account is
given yet another opportunity to grow. It's called the Power
of Compounding and the following charts illustrate just how
powerful it can be.

A. The Power of Tax-Deferral $10,000 At 8%
Compounded Annually*
<TABLE>
<CAPTION>

33% TAX APPLIED
AFTER 33% TAX APPLIED UPON SURRENDER TAX DEFERRED
<S> <C> <C> <C>
10 years $ 16,856 $ 15,782 $ 18,630
20 years $ 28,413 $ 26,789 $ 36,059
30 years $ 47,893 $ 47,744 $ 66,336
40 years $ 80,729 $ 87,637 $125,877
50 years $136,078 $163,584 $239,230

</TABLE>

B. The Power of Tax-Deferral $10,000 At 8%
Compound Annually*

<REDLINE> INSERT: GRAPH OF ILLUSTRATION </REDLINE>

* These illustrations are not intended to reflect the return
of investments made in your variable annuity contract. The
figures are calculated on a fixed interest rate and assume no
fluctuation in the value of principal or the impact of any
fees or sales charges. Taxes are due on tax-deferred
investments whenever money is withdrawn from that investment.

Delay of Payments

Any payments due under the Contracts will generally be
sent to the Owner within seven (7) days of a completed request
for payment. However, the Company has reserved the right to
postpone any type of payment from the Variable Account for any
period when:

(a) the New York Stock Exchange is closed
for other than customary weekends and holidays;

(b) trading on the Exchange is restricted;

(c) an emergency exists as a result of
which it is not reasonably practicable to dispose of
securities held in the Variable Account or determine
their value; or

(d) an order of the Securities and
Exchange Commission permits delay for the protection
of security holders.

The applicable rules of the Securities and Exchange
Commission shall govern as to whether the conditions in (b)
and (c) exists.

Transfers

An Owner may deposit prior to the Annuity Date, all or
part of his Contract Value into the Money Market Sub-account
(the Sending Sub-account"), and then automatically transfer
those assets into one or more of the other Sub-accounts on a
systematic basis. The amount transferred to the Sending Sub-
account must be at least $12,000 in order to initiate this
option. This process is called Automatic Dollar Cost
Averaging.

The Automatic Dollar Cost Averaging option is
available for use with any of the investment options, other
than the General Account.

Automatic Dollar Cost Averaging transfers may occur
monthly or quarterly. The Owner may designate the dollar
amount to be transferred each month or elect to have a
percentage transferred each month, up to a maximum of 60
months.

The Company will make all Automatic Dollar Cost
Averaging transfers on the 15th calendar day of each month, or
the next day the New York Stock Exchange is open for business
if the 15th calendar day of the month should fall on a day the
New York Stock Exchange is closed. In order to process an
Automatic Dollar Cost Averaging transfer, the Company must
have received a request in writing by no later than the 6th
calendar day of the month.

The Automatic Dollar Cost Averaging option may be
cancelled at any time by written request or automatically if

the value of the Sending Sub-account subject to the Automatic
Dollar Cost Averaging option is less than $1,000.

An Owner may change his Automatic Dollar Cost
Averaging investment allocation only once during any 12 month
period.

Any transfers made under this section are subject to
the conditions of the section entitled "Transfer of Contract
Values" on page __ of the Prospectus, except that the Company
will not deem the election of the Automatic Dollar Cost
Averaging option to count towards a Owner's twelve (12) free
transfers.

METHOD OF DETERMINING CONTRACT VALUES

The Contract Value will fluctuate in accordance with
the investment results of the underlying Portfolio within the
Sub-account. In order to determine how these fluctuations
affect Contract Values, Accumulation Units are utilized. The
value of an Accumulation Unit applicable during any Valuation
Period is determined at the end of that period.

When the first shares of the respective Portfolios
were purchased for the Sub-accounts, the Accumulation Units
for the Sub-accounts were valued at $10. The value of an
Accumulation Unit for a Sub-account on any Valuation Date
thereafter is determined by dividing (a) by (b), where:

(a) is equal to:

(i) the total value of the net assets
attributable to Accumulation Units in the
Sub-account, minus

(ii) the daily charge for assuming the risk
of guaranteeing mortality factors and
expense charges which is equal on an annual
basis to 1.25% multiplied by the daily net
asset value of the Sub-account; minus

(iii) the daily charge for providing
certain administrative functions which is
equal on an annual basis to 0.15% multiplied
by the daily net asset value of the Sub-
account; minus or plus

(iv) a charge or credit for
any tax provision established for the
Sub-account. The Company is not currently
making any provision for taxes.

(b) is the total number of Accumulation Units
applicable to that Sub-account at the end of the
Valuation Period.

The resulting value of each Sub-account Accumulation
Unit is multiplied by the respective number of Sub-account
Accumulation Units for a Contract. The Contract Value is the
sum of all Sub-account values for the Contract.

An Accumulation Unit may increase or decrease in value
from Valuation Date to Valuation Date.

ANNUITY PROVISIONS

Annuity Benefits

If the Annuitant is alive on the Annuity Date the
Company will begin making payments to the Annuitant under the
payment option or options selected. The amount of the annuity
payments will depend on the age of the payee at the time the
settlement contract is issued.

Annuity Options

The annuity options are as follows:

Option 1: Life Income. The Company will pay an
annuity during the lifetime of the payee.

Option 2: Income with 10 Years of Payments
Guaranteed. The Company will pay an annuity during
the lifetime of the payee. If, at the death of the
payee, payments have been made for less than 10 years:

(a) payments will be continued during the
remainder of the period to the successor
payee; or

(b) the successor payee may elect to
receive in a lump sum the present value of
the remaining payments, commuted at the
interest rate used to create the annuity
factor for this Option.

Option 3: Joint and Last Survivor Income. The
Company will pay an annuity for as long as either
payee or a designated second person is alive.

Annuity options are available on a fixed and/or a
variable basis. The Owner may allocate Contract Values to
purchase only fixed annuity payments, or to purchase only
variable annuity payments, or to purchase a combination of the
two. Contract Values which purchase fixed annuity payments
will be invested in the General Account. Contract Values
which purchase variable annuity payments will be invested in
the Variable Account. The Owner may make no transfers between
the General Account and the Variable Account after the Annuity
Date. The Company also may offer additional options at its
discretion.

Variable Annuity Payment Values

A Variable Annuity is an annuity with payments which
(1) are not predetermined as to dollar amount and (2) will
vary in amount with the net investment results of the
applicable Sub-account(s) of the Variable Account. At the
Annuity Date the Contract Value in each Sub-account will be
applied to the applicable Annuity Tables contained in the
Contract. The Annuity Table used will depend upon the payment
option chosen. The same Contract Value amount applied to each
payment option may produce a different initial annuity
payment. If, as of the Annuity Date, the then current annuity
rates applicable to this class of contracts will provide a
larger income than that guaranteed for the same form of
annuity under the Contracts described herein, the larger
amount will be paid.

The first annuity payment for each Sub-account is
determined by multiplying the amount of the Contract Value
allocated to that Sub-account by the factor shown in the table
for the option selected, divided by 1000.

The dollar amount of Sub-account annuity payments
after the first is determined as follows:

(a) The dollar amount of the first annuity
payment is divided by the value for the
Sub-account Annuity Unit as of the Annuity
Date. This establishes the number of
Annuity Units for each monthly payment. The
number of Annuity Units remains fixed during
the Annuity payment period, subject to any
transfers.

(b) The fixed number of Annuity Units is
multiplied by the Annuity Unit value for the
Valuation Period 14 days prior to the date
of payment.

The total dollar amount of each Variable Annuity
payment is the sum of all Sub-account variable annuity
payments less the pro-rata amount of the annual Administrative
Charge.

Annuity Unit

The value of an Annuity Unit for each Sub-account was
arbitrarily set initially at $10. This was done when the
first Portfolio shares were purchased. The Sub-account
Annuity Unit value at the end of any subsequent Valuation
Period is determined by multiplying the Sub-account Annuity
Unit value for the immediately preceding Valuation Period by
the quotient of (a) and (b) where:

(a) is the net investment factor for the
Valuation Period for which the Sub-account
Annuity Unit value is being determined; and

(b) is the assumed investment factor for
such Valuation Period. The assumed

investment factor adjusts for the interest
assumed in determining the first variable
annuity payment. Such factor for any
Valuation Period shall be the accumulated
value, at the end of such period, of $1.00
deposited at the beginning of such period at
the assumed investment rate of 5%.

Net Investment Factor

The net investment factor is used to determine how
investment results of the Fund affect Variable Account Values
within the Sub-accounts from one Valuation Period to the next.
The net investment factor for each Sub-account for any
Valuation Period is determined by dividing (a) by (b) and
subtracting (c) from the result, where:

(a) is equal to:

(i) the net asset value per share of the
Portfolio held in the Sub-account determined at the
end of that Valuation Period; plus

(ii) the per share amount of any dividend
or capital gain distribution made to the Portfolio if
the "ex-dividend" date occurs during that same
Valuation Period; plus or minus

(iii) a per share charge or credit, which
is determined by the Company, for changes in tax
reserves resulting from investment operations of the
Sub-account.

(b) is equal to:

(i) the net asset value per share of the
Portfolio held in the Sub-account determined as of the
end of the prior Valuation Period; plus or minus

(ii) the per share charge or credit for any
change in tax reserves for the prior Valuation Period.

(i) the percentage factor representing the
Mortality and Expense Risk Charge, plus

(ii) the percentage factor representing the
daily Administrative Charge.

The net investment factor may be greater or less than the
assumed investment factor; therefore, the Annuity Unit value
may increase or decrease from Valuation Period to Valuation

Additional Provisions

The Company may require proof of the age of the
Annuitant before making any life annuity payment provided for
by the Contract. If the age of the Annuitant has been
misstated the Company will compute the amount payable based on
the correct age. If annuity payments have begun, any
underpayments that may have been made will be paid in full
with the next annuity payment. Any overpayments, unless
repaid to the Company in one sum, will be deducted from future
annuity payments until the Company is repaid in full.

If a Contract provision requires that a person be
alive, the Company may require due proof that the person is
alive before the Company acts under that provision.

The Company will give the payee under an annuity
payment option a settlement contract for the payment option.

FINANCIAL STATEMENTS

The financial statements of the Company and the
Variable Account included herein shall be considered only as
bearing upon the ability of the Company to meet its
obligations under the Contracts.

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
OF NEW YORK (AI LIFE)
VARIABLE ACCOUNT A

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1994

<TABLE>
<CAPTION>
Assets:
Investments at Market Value:
Alliance Variable Products Series Fund Shares Cost
<S> <C> <C> <C>
Money Market Portfolio 2,123,388.310 $2,123,388 $2,123,388
Premier Growth Portfolio 93,979.258 $1,171,290 $1,162,523
Growth & Income Portfolio 175,848.082 $2,105,923 $2,085,558
International Portfolio 108,095.647 $1,407,758 $1,392,272
Short-Term Multi-Market
Portfolio 15,298.182 $ 165,427 $ 151,605
Global Bond Portfolio 28,165.480 $ 280,773 $ 276,585
U.S. Government/High Grade
Securities Portfolio 73,815.344 $ 745,115 $ 733,725
Global Dollar Government
Portfolio 5,894.341 $ 58,927 $ 58,000
North American Government
Portfolio 88,434.352 $ 871,154 $ 777,338
Utility Income Portfolio 13,356.346 $ 134,580 $ 133,029
Conservative Investors Portfolio 6,956.724 $ 69,562 $ 70,054
Growth Investors Portfolio 3,179.223 $ 31,566 $ 31,347
Growth Portfolio 55,881.791 $ 574,246 $ 588,435
Total Return Portfolio 4,564.394 $ 47,640 $ 47,515
Worldwide Privatization Portfolio 6,332.755 $ 63,759 $ 63,961

Total Investments $9,851,108 $9,695,335

Dividends Receivable $6,868.71

Total Assets $9,702,203.71

Liabilities:
Payable to AI Life $ 48,500.00

Total Liabilities $ 48,500.00

Equity:
Contract Owners Equity $9,653,704.00

Total Contract Owners Equity $9,653,704.00

Total Liabilities and Equity $9,702,204.00
</TABLE>
See Notes to Financial Statement

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
OF NEW YORK (AI LIFE)
VARIABLE ACCOUNT A

STATEMENT OF OPERATIONS
For the Year Ended December 31, 1994

<TABLE>
<CAPTION>
Money
Total Market
Portfolio
<S> <C> <C>

Investment Income (Loss:)
Dividends $61,891 $20,732

Expenses:
Mortality & Expense Risk Fees $43,626 $6,318

Net Investment Income (Loss) $18,265 $14,414

Realized and Unrealized Gain (Loss)
on Investments:

Realized Gain (Loss) on Investment
Activity $20,415 -
Change in Unrealized Appreciation
(Depreciation) ($189,962) -

Net Gain (Loss) on Investments ($169,547) -

Increase (Decrease) in Net Assets
Resulting From Operations ($151,282) $14,414

</TABLE>

See Notes to Financial Statements

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
OF NEW YORK (AI LIFE)
VARIABLE ACCOUNT A

STATEMENT OF OPERATIONS
For the Year Ended December 31, 1994 (Continued)

<TABLE>
<CAPTION>
Premier Growth &
Growth Income
Portfolio Portfolio
<S> <C> <C>
Investment Income (Loss):
Dividends $1,488 $21,629

Expenses:
Mortality & Expense Risk Fees $7,845 $12,279

Net Investment Income (Loss) ($6,357) $9,350

Realized and Unrealized Gain (Loss)
on Investments:

Realized Gain (Loss) on
Investment Activity $5,524 $10,503
Change in Unrealized Appreciation
(Depreciation) ($18,043) ($38,575)

Net Gain (Loss) on Investments ($12,519) ($28,072)

Increase (Decrease) in Net Assets
Resulting From Operations ($18,876) ($18,722)

</TABLE>

See Notes to Financial Statements

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
OF NEW YORK (AI LIFE)
VARIABLE ACCOUNT A

STATEMENT OF OPERATIONS
For the Year Ended December 31, 1994 (Continued)

Inter- Short-Term
national Multi-Market
Portfolio Portfolio
<S> <C> <C>
Investment Income (Loss):
Dividends $2,077 $2,955

Expenses:
Mortality & Expense Risk Fees $6,815 $977
Net Investment Income (Loss) $(4,738) $1,978

Realized and Unrealized Gain (Loss)
on Investments:

Realized Gain (Loss) on
Investment Activity $8,741 $(430)
Change in Unrealized Appreciation
(Depreciation) $(20,545) $(14,865)

Net Gain (Loss) on Investments $(11,804) $(15,295)

Increase (Decrease) in Net Assets
Resulting From Operations $(16,542) $(13,317)
</TABLE>

See Notes to Financial Statements

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
OF NEW YORK (AI LIFE)
VARIABLE ACCOUNT A

STATEMENT OF OPERATIONS
For the Year Ended December 31, 1994 (Continued)

Global U.S. Gov't
Bond High Grd
Portfolio Portfolio
<S> <C> <C>
Investment Income (Loss):
Dividends $3,568 $9,442

Expenses:
Mortality & Expense Risk Fees $1,272 $3,769

Net Investment Income (Loss) $2,296 $5,673

Realized and Unrealized Gain (Loss)
on Investments:

Realized Gain (Loss) on
Investment Activity ($2,139) ($1,938)
Change in Unrealized Appreciation
(Depreciation) ($4,275) ($11,904)

Net Gain (Loss) on Investments ($6,414) ($13,842)

Increase (Decrease) in Net Assets
Resulting From Operations ($4,118) ($8,169)
</TABLE>

See Notes to Financial Statements

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
OF NEW YORK (AI LIFE)
VARIABLE ACCOUNT A

STATEMENT OF OPERATIONS
For the Year Ended December 31, 1994 (Continued)

Global N.Amer.
Dollar Gov't Gov't
Portfolio Portfolio
<S> <C> <C>
Investment Income (Loss):
Dividends - -

Expenses:
Mortality & Expense Risk Fees $132 $2,182

Net Investment Income (Loss) ($132) ($2,182)

Realized and Unrealized Gain (Loss)
on Investments:

Realized Gain (Loss) on
Investment Activity - $151
Change in Unrealized Appreciation
(Depreciation) ($927) ($93,816)

Net Gain (Loss) on Investments ($927) ($93,665)

Increase (Decrease) in Net Assets
Resulting From Operations ($1,059) ($95,847)
</TABLE>

See Notes to Financial Statements

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
OF NEW YORK (AI LIFE)
VARIABLE ACCOUNT A

STATEMENT OF OPERATIONS
For the Year Ended December 31, 1994 (Continued)

<TABLE>
<CAPTION>
Utility Conservative
Income Investors
Portfolio Portfolio
<S> <C> <C>
Investment Income (Loss):
Dividends - -

Expenses:
Mortality & Expense Risk Fees $458 $152

Net Investment Income (Loss) ($458) ($152)

Realized and Unrealized Gain (Loss)
on Investments:

Realized Gain (Loss) on Investment
Activity ($1) -

Change in Unrealized Appreciation
(Depreciation) ($1,551) $492

Net Gain (Loss) on Investments ($1,552) $492

Increase (Decrease) in Net Assets
Resulting From Operations ($2,010) $340

</TABLE>

See Notes to Financial Statements

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
OF NEW YORK (AI LIFE)
VARIABLE ACCOUNT A

STATEMENT OF OPERATIONS
For the Year Ended December 31, 1994 (Continued)

Growth
Investors Growth
Portfolio Portfolio
<S> <C> <C>
Investment Income (Loss):
Dividends $ - $ -

Expenses:
Mortality & Expense Risk Fees $58 $1,232

Net Investment Income (Loss) ($58) ($1,232)

Realized and Unrealized Gain (Loss)
on Investments:

Realized Gain (Loss) on
Investment Activity ($1) $6
Change in Unrealized Appreciation
(Depreciation) ($219) $14,189

Net Gain (Loss) on Investments ($220) $14,195

Increase (Decrease) in Net Assets
Resulting From Operations $(278) $12,963
</TABLE>

See Notes to Financial Statements

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
OF NEW YORK (AI LIFE)
VARIABLE ACCOUNT A

STATEMENT OF OPERATIONS
For the Year Ended December 31, 1994 (Continued)

<TABLE>
<CAPTION>
Total Worldwide
Return Privatization
Portfolio Portfolio
<S> <C> <C>
Investment Income (Loss):
Dividends $ - $ -

Expenses:
Mortality & Expense Risk Fees $78 $59

Net Investment Income (Loss) ($78) ($59)

Realized and Unrealized Gain (Loss)
on Investments:

Realized Gain (Loss) on Investment
Activity ($1) -
Change in Unrealized Appreciation
(Depreciation) $(125) $202

Net Gain (Loss) on Investments $(126) $202

Increase (Decrease) in Net Assets
Resulting From Operations ($204) $143
</TABLE>

See Notes to Financial Statements

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
OF NEW YORK (AI LIFE)
VARIABLE ACCOUNT A

STATEMENT OF CHANGES IN NET ASSETS
For the Years Ended December 31, 1994 and December 31, 1993

<TABLE>
<CAPTION>
1994
Money
Total Market
Portfolio
<S> <C> <C>
Increase (Decrease) in Net Assets
Operations:
Net Investment Income (Loss $18,265 $14,414
Realized Gain (Loss) on Investment
Activity 20,415 -
Change in Unrealized Appreciation
(Depreciation) of Investments (189,962) -

Increase (Decrease) in Net Assets
Resulting from Operations (151,282) 14,414

Capital Transactions:
Contract Deposits 8,637,099 3,018,765
Transfers Between Funds - (898,617)
Administrative Charges (954) (49)
Contract Withdrawals (126,914) (35,111)
Deferred Sales Charges (1,915) -

Increase (Decrease) in Net Assets
Resulting from Capital Transactions 8,507,316 2,084,988

Total Increase (Decrease) in Net Asset 8,356,034 2,099,402
Net Assets, at Beginning of Year 1,297,670 16,014

Net Assets, at End of Year 9,653,704 2,115,416
</TABLE>

See Notes to Financial Statements

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
OF NEW YORK (AI LIFE)
VARIABLE ACCOUNT A

STATEMENT OF CHANGES IN NET ASSETS (Continued)
For the Years Ended December 31, 1994 and December 31, 1993

<TABLE>
<CAPTION>
1993
Money
Total Market
Portfolio
<S> <C> <C>
Increase (Decrease) in Net Assets
Operations:
Net Investment Income (Loss) 2,067 166
Realized Gain (Loss) on Investment
Activity 4,533 -
Change in Unrealized Appreciation
(Depreciation) of Investments 31,796 -

Increase (Decrease) in Net Assets
Resulting from Operations 38,396 166

Capital Transactions:
Contract Deposits 1,077,171 165,153
Transfers Between Funds - (149,305)
Administrative Charges (90) -
Contract Withdrawals (3,000) -

Increase (Decrease) in Net Assets
Resulting from Capital Transactions 1,074,081 15,848

Total Increase (Decrease) in Net Asset 1,112,477 16,014
Net Assets, at Beginning of Year 185,193 -

Net Assets, at End of Year 1,297,670 16,014
</TABLE>

See Notes to Financial Statements

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
OF NEW YORK (AI LIFE)
VARIABLE ACCOUNT A

STATEMENT OF CHANGES IN NET ASSETS (Continued)
For the Years Ended December 31, 1994 and December 31, 1993

<TABLE>
<CAPTION>
1994

Premier Growth &
Growth Income
Portfolio Portfolio
<S> <C> <C>
Increase (Decrease) in Net Assets
Operations:
Net Investment Income (Loss) $(6,357) $9,350
Realized Gain (Loss) on Investment
Activity 5,524 10,503
Change in Unrealized Appreciation
(Depreciation) of Investments (18,043) (38,575)

Increase (Decrease) in Net Assets
Resulting from Operations (18,876) (18,722)

Capital Transactions:
Contract Deposits 673,722 1,428,657
Transfers Between Funds 109,455 265,001
Administrative Charges (201) (350)
Contract Withdrawals (3,750) (41,074)
Deferred Sales Charges - (703.00)

Increase (Decrease) in Net Assets
Resulting from Capital Transactions 779,226 1,651,531

Total Increase (Decrease) in Net Asset 760,350 1,632,809
Net Assets, at Beginning of Year 392,475 441,947

Net Assets, at End of Year 1,152,825 2,074,756
</TABLE>

See Notes to Financial Statements

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
OF NEW YORK (AI LIFE)
VARIABLE ACCOUNT A

STATEMENT OF CHANGES IN NET ASSETS (Continued)
For the Years Ended December 31, 1994 and December 31, 1993

<TABLE>
<CAPTION>
1993
Growth &
Growth Income
Portfolio Portfolio
<S> <C> <C>
Increase (Decrease) in Net Assets
Operations:
Net Investment Income (Loss) (686) (488)
Realized Gain (Loss) on Investment
Activity 83 4,399
Change in Unrealized Appreciation
(Depreciation) of Investments 9,247 14,830

Increase (Decrease) in Net Assets
Resulting from Operations 8,644 18,741

Capital Transactions:
Contract Deposits 317,145 297,655
Transfers Between Funds 46,645 43,928
Administrative Charges (12) (55)
Contract Withdrawals (762) (761)

Increase (Decrease) in Net Assets
Resulting from Capital Transactions: 363,016 340,767

Total Increase (Decrease) in Net Assets 371,660 359,508
Net Assets, at Beginning of Year 20,815 82,439

Net Assets, at End of Year 392,475 441,947
</TABLE>

See Notes to Financial Statements

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
OF NEW YORK (AI LIFE)
VARIABLE ACCOUNT A

STATEMENT OF CHANGES IN NET ASSETS
For the Years Ended December 31, 1994 and December 31, 1993

<TABLE>
<CAPTION>
1994
Inter- Short-Term
national Multi-Market
Portfolio Portfolio
<S> <C> <C>
Increase (Decrease) in Net Assets
Operations:
Net Investment Income (Loss) $(4,738) $ 1,978
Realized Gain (Loss) on Investment
Activity 8,741 (430)
Change in Unrealized Appreciation
(Depreciation) of Investments (20,545) (14,865)

Increase (Decrease) in Net Assets
Resulting from Operations (16,542) (13,317)

Capital Transactions:
Contract Deposits 991,291 94,714
Transfers Between Funds 170,842 (478)
Administrative Charges (114) (33)
Contract Withdrawals (3,802) (60)
Deferred Sales Charges - -

Increase (Decrease) in Net Assets
Resulting from Capital Transactions 1,158,217 94,143

Total Increase (Decrease) in Net Assets 1,141,675 80,826
Net Assets, at Beginning of Year 239,958 70,581

Net Assets, at End of Year 1,381,633 151,407
</TABLE>

See Notes to Financial Statements

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
OF NEW YORK (AI LIFE)
VARIABLE ACCOUNT A

STATEMENT OF CHANGES IN NET ASSETS
For the Years Ended December 31, 1994 and December 31, 1993

<TABLE>
<CAPTION>
Inter- Short-Term
national Multi-Market
Portfolio Portfolio
<S> <C> <C>
Increase (Decrease) in Net Assets
Operations:
Net Investment Income (Loss) (425) 1,627
Realized Gain (Loss) on Investment
Activity 43 23
Change in Unrealized Appreciation
(Depreciation) of Investments 5,058 2,060

Increase (Decrease) in Net Assets
Resulting from Operations 4,676 3,710

Capital Transactions:
Contract Deposits 202,312 -
Transfers Between Funds 33,716 (15,045)
Administrative Charges - (23)
Contract Withdrawals (746) -

Increase (Decrease) in Net Assets
Resulting from Capital Transactions 235,282 (15,068)

Total Increase (Decrease) in Net Assets 239,958 (11,358)
Net Assets, at Beginning of Year - 81,939

Net Assets, at End of Year 239,958 70,581
</TABLE>

See Notes to Financial Statements

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
OF NEW YORK (AI LIFE)
VARIABLE ACCOUNT A

STATEMENT OF CHANGES IN NET ASSETS
For the Years Ended December 31, 1994 and December 31, 1993 (Continued)

<TABLE>
<CAPTION>
1994
Global U.S. Gov't Global
Bond High Grd Dollar Gov't
Portfolio Portfolio Portfolio
<S> <C> <C> <C>
Increase (Decrease) in Net Assets
Operations:
Net Investment Income (Loss) $ 2,296 $5,673 $ (132)
Realized Gain (Loss) on Investment
Activity (2,139) (1,938) -
Change in Unrealized Appreciati
on
(Depreciation) of Investments (4,275) (11,904) (927)

Increase (Decrease) in Net Assets
Resulting from Operations (4,118) (8,169) (1,059)

Capital Transactions:
Contract Deposits 212,264 637,687 59,220
Transfers Between Funds 20,738 58,085 -
Administrative Charges (84) (123) -
Contract Withdrawals (11,067) (31,101) (201)
Deferred Sales Charges (670) (542) -

Increase (Decrease) in Net Assets
Resulting from Capital
Transactions 221,181 664,006 59,019

Total Increase (Decrease) in
Net Assets 217,063 655,837 57,960
Net Assets, at Beginning of Year 59,310 77,385 -

Net Assets, at End of Year 276,373 733,222 57,960
</TABLE>

See Notes to Financial Statements

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
OF NEW YORK (AI LIFE)
VARIABLE ACCOUNT A

STATEMENT OF CHANGES IN NET ASSETS
For the Years Ended December 31, 1994 and December 31, 1993 (Continued)

<TABLE>
<CAPTION>
1993
Global U.S. Gov't Global
Bond High Grd Dollar Gov't
Portfolio Portfolio Portfolio
<S> <C> <C> <C>
Increase (Decrease) in Net Assets
Operations:
Net Investment Income (Loss) 1,814 59 -
Realized Gain (Loss) on Investment
Activity (6) (9) -
Change in Unrealized Appreciation
(Depreciation) of Investments 87 514 -

Increase (Decrease) in Net Assets
Resulting from Operations 1,895 564 -

Capital Transactions:
Contract Deposits 33,248 61,658 -
Transfers Between Funds 24,167 15,894 -
Administrative Charges - - -
Contract Withdrawals - (731) -

Increase (Decrease) in Net Assets
Resulting from Capital
Transactions 57,415 76,821 -

Total Increase (Decrease)
in Net Asset 59,310 77,385 -
Net Assets, at Beginning of Year - - -

Net Assets, at End of Year 59,310 77,385 -
</TABLE>

See Notes to Financial Statements

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
OF NEW YORK (AI LIFE)
VARIABLE ACCOUNT A

STATEMENT OF CHANGES IN NET ASSETS
For the Years Ended December 31, 1994 and December 31, 1993 (continued)

<TABLE>
<CAPTION>
1994

N.Amer. Utility Conservative
Gov't Income Investors
Portfolio Portfolio Portfolio
<S> <C> <C> <C>
Increase (Decrease) in Net Assets
Operations:
Net Investment Income (Loss) $ (2,182) $ (458) $ (152)
Realized Gain (Loss) on Investment
Activity (151) (1) -
Change in Unrealized Appreciation
(Depreciation) of Investments (93,816) (1,551) 492

Increase (Decrease) in Net Assets
Resulting from Operations (95,847) (2,010) 340

Capital Transactions:
Contract Deposits 847,370 89,098 45,002
Transfers Between Funds 25,263 46,365 24,652
Administrative Charges - - -
Contract Withdrawals (200) (548) -
Deferred Sales Charges - - -

Increase (Decrease) in Net Assets
Resulting from Capital
Transactions 872,433 134,915 69,654

Total Increase (Decrease)
in Net Asset 776,586 132,905 69,994
Net Assets, at Beginning of Year - - -

Net Assets, at End of Year 776.586 132,905 69,994
</TABLE>

See Notes to Financial Statements

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
OF NEW YORK (AI LIFE)
VARIABLE ACCOUNT A

STATEMENT OF CHANGES IN NET ASSETS
For the Years Ended December 31, 1994 and December 31, 1993 (continued)

<TABLE>
<CAPTION>
1993
N.Amer. Utility Conservative
Gov't Income Investors
Portfolio Portfolio Portfolio

<S> <C> <C> <C>
Increase (Decrease) in Net Assets
Operations:
Net Investment Income (Loss) - - -
Realized Gain (Loss) on Investment
Activity - - -
Change in Unrealized Appreciation
(Depreciation) of Investment - - -

Increase (Decrease) in Net Assets
Resulting from Operations - - -

Capital Transactions:
Contract Deposits - - -
Transfers Between Funds - - -
Administrative Charges - - -
Contract Withdrawals - - -

Increase (Decrease) in Net Assets
Resulting from Capital Transactions - - -

Total Increase (Decrease) in Net Asset - - -
Net Assets, at Beginning of Year - - -

Net Assets, at End of Year - - -
</TABLE>

See Notes to Financial Statements

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
OF NEW YORK (AI LIFE)
VARIABLE ACCOUNT A

STATEMENT OF CHANGES IN NET ASSETS
For the Years Ended December 31, 1994 and December 31, 1993 (continued)

<TABLE>
<CAPTION>
1994
Growth
Investors Growth
Portfolio Portfolio
<S> <C> <C>
Increase (Decrease) in Net Assets
Operations:
Net Investment Income (Loss) $(58.) $(1,232)
Realized Gain (Loss) on Investment
Activity (1) 6
Change in Unrealized Appreciation
(Depreciation) of Investments (219) 14,189

Increase (Decrease) in Net Assets
Resulting from Operations (278) 12,963

Capital Transactions:
Contract Deposits 25,250 436,832
Transfers Between Funds 6,349 138,110
Administrative Charges - -
Contract Withdrawals - -
Deferred Sales Charges - -

Increase (Decrease) in Net Assets
Resulting from Capital Transactions 31,599 574,942

Total Increase (Decrease) in Net Asset 31,321 587,905
Net Assets, at Beginning of Year - -

Net Assets, at End of Year 31,321 587,905
</TABLE>

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
OF NEW YORK (AI LIFE)
VARIABLE ACCOUNT A

STATEMENT OF CHANGES IN NET ASSETS
For the Years Ended December 31, 1994 and December 31, 1993 (continued)

<TABLE>
<CAPTION>
Growth
Investors Growth
Portfolio Portfolio
<S> <C> <C>
Increase (Decrease) in Net Assets
Operations:
Net Investment Income (Loss) - -
Realized Gain (Loss) on Investment
Activity - -
Change in Unrealized Appreciation
(Depreciation) of Investmentments - -

Increase (Decrease) in Net Assets
Resulting from Operations - -

Capital Transactions:
Contract Deposits - -
Transfers Between Funds - -
Administrative Charges - -
Contract Withdrawals - -

Increase (Decrease) in Net Assets
Resulting from Capital Transactions - -

Total Increase (Decrease) in Net Asset - -
Net Assets, at Beginning of Year - -

Net Assets, at End of Year - -
</TABLE>

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
OF NEW YORK (AI LIFE)
VARIABLE ACCOUNT A

STATEMENT OF CHANGES IN NET ASSETS
For the Years Ended December 31, 1994 and December 31, 1993 (continued)

<TABLE>
<CAPTION>
1994
Total Worldwide
Return Privatization
Portfolio Portfolio
<S> <C> <C>
Increase (Decrease) in Net Assets
Operations:
Net Investment Income (Loss) (78) (59)
Realized Gain (Loss) on Investment
Activity (1) --
Change in Unrealized Appreciation
(Depreciation) of Investments (125) 202

Increase (Decrease) in Net Assets
Resulting from Operations (204) 143

Capital Transactions:
Contract Deposits 19,298 57,929
Transfers Between Funds 28,386 5,849
Administrative Charges - -
Contract Withdrawals - -
Deferred Sales Charges - -

Increase (Decrease) in Net Assets
Resulting from Capital Transactions 47,684 63,778

Total Increase (Decrease) in Net Asset 47,480 63,921
Net Assets, at Beginning of Year - -

Net Assets, at End of Year 47,480 63,921
</TABLE>

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
OF NEW YORK (AI LIFE)
VARIABLE ACCOUNT A

STATEMENT OF CHANGES IN NET ASSETS
For the Years Ended December 31, 1994 and December 31, 1993 (continued)

<TABLE>
<CAPTION>
1993
Total Worldwide
Return Privatization
Portfolio Portfolio
<S> <C> <C>
Increase (Decrease) in Net Assets
Operations:
Net Investment Income (Loss) - -
Realized Gain (Loss) on Investment
Activity - -
Change in Unrealized Appreciation
(Depreciation) of Investments - -

Increase (Decrease) in Net Assets
Resulting from Operations - -

Capital Transactions:
Contract Deposits - -
Transfers Between Funds - -
Administrative Charges - -
Contract Withdrawals - -

Increase (Decrease) in Net Assets
Resulting from Capital Transactions - -

Total Increase (Decrease) in Net Asset - -
Net Assets, at Beginning of Year - -

Net Assets, at End of Year - -
</TABLE>

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
OF NEW YORK (AI LIFE)
VARIABLE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS

1. History

Variable Account A (the "Account") is a separate investment
account established in June 1987 under the provisions of New
York Insurance Law by American International Life Assurance
Company of New York (the "Company"), a subsidiary of American
International Group, Inc. Tne Account operates as a unit
investment trust registered under the Investment Company Act
of 1940, as amended, and supports the operations of the
Company's individual single purchase payment deferred variable
annuity contracts (the "contracts"). The Account invests in
shares of Alliance Variable Products Series Fund, Inc. (the
"Fund"). The Fund consists of fifteen series: Money Market
Portfolio: Short-Term Multi-Market Portfolio: Premier Growth
Portfolio (formerly the Growth Portfolio); Growth and Income
Portfolio; Intemational Portfolio; Global Bond Portfolio;
U.S.Govemment/High Grade Securities Portfolio; Global Dollar
Government Portfolio; North American Government Portfolio;
Utility Income Portfolio: Conservative Investors Portfolio;
Growth Investors Portfolio: Growth Portfolio: Total Return
Portfolio; and Worldwide Privatization Portfolio. The Account
invests in shares of other funds which are not available to
these contracts.

On April 16, 1992, the initial investment was made in the
Fund.

The assets of the Account are the property of the Company. The
portion of the Account's assets applicable to the contracts
are not chargeable with liabilities arising out of any other
business conducted by the Company.

In addition to the Account, a contract owner may also allocate
funds to the General Account, which is part of the Company's
general account. Amounts allocated to the General Account are
credited with a guaranteed rate for one year. Because of
exemptive and exclusionary provisions, interests in the
General Account have not been registered under the Securities
Act of 1933 and the General Account has not been registered as
an investment company under the Investment Company Act of
1940.

2. Significant Accounting Policies

The following is a summary of significant accounting policies
followed by the Account in preparation of the financial
statements in conformity with generally accepted accounting
principles.

A. Investment Valuation--The investment in the Fund is
stated at market value which is the net asset value of

each of the respective series as determined at the close
of business on the last working day of the year by the
Fund.

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
OF NEW YORK (AI LIFE)
VARIABLE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS (continued)

B. Accounting for Investments--Investment transactions are
accounted for on lhe date the investments are purchased
or sold. Dividend income is recorded on the ex-dividend
date.

C. Federal Income Taxes--The Company is taxed under federal
law as a life insurance company. The Account is part of
the Company's total operations and is not taxed
separately. Under existing federal law, no taxes are
payable on investment income and realized capilal gains
of the Account.

3. Contract Charges

Daily charges for mortality and expense risks assumed bv the
Company are assessed through the daily unit value calculation
and are equivalent on an annual basis to 1.25% of the value of
the contracts.

An annual administrative expense charge of $30 is assessed
against each contract on its anniversarv date by surrendering
units.

The contracts provide that in the event that a contract owner
withdraws all or a portion of the contract value within six
contract years there will be assessed a deferred sales charge.
The deferred sales charge is based on a table of charges, of
which the maximum charge is currently 6% of the contract value
subject to a maximum of 9% of purchase payments.

Certain states impose premium taxes upon contracts. The
Company intends, except in Pennsylvania, to advance premium
taxes due until the contract is surrendered or annuitized.

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
OF NEW YORK (AI LIFE)
VARIABLE ACCOUNT A

NOTES TO FINANCIAL STATEMENTS (continued)

4. Purchases of Investments For the Year Ended December 31,
1994, investment activity in the Fund was as follows:

<TABLE>
<CAPTION>
Cost of Proceeds
Shares of Purchases From Sales

Alliance Variable Products Series Fund, Inc.:

<S> <C> <C>
Money Market Portfolio ........... $ 2,951,824 $ 844,456
Premier Growth Portfolio ......... 839,549 56,911
Growth & Income Portfolio ........ 1,774,507 102,841
International Portfolio .......... 1,258,929 95,363
Short-Term Multi-Market Portfolio 146,207 49,865
Global Bond Portfolio ............ 247,971 24,290
U.S. Government/High Grade
Securities Portfolio ........... 717,751 47,573
Global Dollar Government Portfolio 59,220 293
North American Government Portfolio 885,222 14,219
Utility Income Portfolio .......... 135,356 775
Conservative Investors Portfolio .. 69,652 90
Growth Investors Portfolio ......... 31,598 32
Growth Portfolio .................. 574,622 382
Total Return Portfolio ............ 47,684 43
Worldwide Privatization Portfolio . 63,778 19

</TABLE>

For the Year Ended December 31, 1993, investment activity in the Fund was as
follows:
<TABLE>
<CAPTION>

Cost of Proceeds
Shares of Purchases From Sales

Alliance Variable Products Series Fund. Inc.:
Money Market Portfolio ............ $160,084 $144,064
Premier Growth Portfolio .......... 363,331 989
Growth & Income Portfolio ......... 369,793 29,532
International Portfolio ........... 235,618 751
Short-Term Multi-Market Portfolio . 9,480 22,919
Global Bond Portfolio ............. 59,462 224
U.S. Government/High Grade
Securities Portfolio ............ 78,011 1,165
Global Dollar Government Portfolio -- --
North American Government Portfolio
Utility Income Portfolio ...........
Conservative Investors Portfolio
Growth Investors Portfolio
Growth Portfolio
Total Return Portfolio
Worldwide Privatization Portfolio

</TABLE>

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
OF NEW YORK (Al LIFE)
VARIABLE ACCOUNT A
NOTES TO FINANCIAL STATEMENTS (continued)

5. Net Increase (Decrease) in Accumulation Units
For the year ended December 31, 1994, transactions in
accumulation units of the account were as follows:
<TABLE>
<CAPTION> Money Premier Growth &
Market Growth Income
Portfolio Portfolio Portfolio
<S> <C> <C> <C>
Units Purchased 295,758.59 63,026.38 122,519.03
Units Withdrawn (3,407.35) (380.27) (3,618.51)
Units Transferred Between Funds (87,907.25) 10,193.56 22,772.13

Net Increase (Decrease) 204,443.99 72,839.67 141,672.65
Units, at Beginning of the Year 1,590.74 35,271.53 37,573.04

Units, at End of the Year 206,034.73 108,111.20 179,245.69

Unit Value at December 31, 1994 $ 10.27 $ 10.66 $ 11.57

Global U.S. Gov't Global
Bond High Grd Dollar Gov't
Portfolio Portfolio Portfolio

Units Purchased 21,266.33 66,198.73 5,978.60
Units Withdrawn (1,176.48) (3,286.31) (20.42)
Units Transferred Between Funds 2,126.90 5,360.05

Net Increase (Decrease) 22,216.75 68,272.47 5,958.18
Units, at Beginning of the Year 5,589.55 7,608.84 -

Units, at End of the Year 27,806.30 75,881.31 5,958.18
Unit Value at December 31, 1994 $ 9.94 $ 9.66 $ 9.73

Conservative Growth
Investors Investors Growth
Portfolio Portfolio Portfolio

Units Purchased 4,496.04 2,538.59 42,483.57
Units Withdrawn
Units Transferred Between Funds 2,481.51 646.66 13,623.27

Net Increase (Decrease) 6,977.55 3,185.25 56,106.84
Units, at Beginning of the Year - - -

Units, at End of the Year 6,977.55 3,185.25 56,106.84
Unit Value at December 31, 1994 $ 10.03 $ 9.83 $ 10.48
</TABLE>

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
OF NEW YORK (Al LIFE)
VARIABLE ACCOUNT A
NOTES TO FINANCIAL STATEMENTS (continued)

5. Net Increase (Decrease) in Accumulation Units (continued)
For the year ended December 31, 1994, transactions in accumulation units of
the account were as follows:
<TABLE>
<CAPTION> Short-Term
International Multi-Market
Portfolio Portfolio
<S> <C> <C>
Units Purchased 85,844.63 9,150.57
Units Withdrawn (374.19) (3.19)
Units Transferred Between Funds 14,705.43 (75.61)

Net Increase (Decrease) 100,175.87 9,071.77
Units, at Beginning of the Year 22,441.08 6,843.27

Units, at End of the Year 122,616.95 15,915.04

Unit Value at December 31, 1994 $ 11.27 $ 9.51

N.Amer. Utility
Gov't Income
Portfolio Portfolio

Units Purchased 86,636.48 9,042.89
Units Withdrawn (20.67) (55.09)
Units Transferred Between Funds 2,548.87 4,702.39

Net Increase (Decrease) 89,164.68 13,690.19
Units, at Beginning of the Year - -

Units, at End of the Year 89,164.68 13,690.19
Unit Value at December 31, 1994 $ 8.71 $ 9.71

Total Worldwide
Return Privitization
Portfolio Portfolio

Units Purchased 1,941.04 5,774.19
Units Withdrawn
Units Transferred Between Funds 2,930.08 583.50

Net Increase (Decrease) 4,871.12 6,357.69
Units, at Beginning of the Year - -

Units, at End of the Year 4,871.12 6,357.69
Unit Value at December 31, 1994 $ 9.75 $ 10.05
</TABLE>

Coopers & Lybrand

REPORT OF INDEPENDENT ACCOUNTANT

To the Contract Owners of
American International Life
Assurance Company of New York
Variable Account I

We have audited the accompanying statements of assets and
liabilities of American International Life Assurance Company
of New York Variable Account A (the "Account") comprising the
Money Market, Premier Growth, Growth and Income, Intemational,
Short-Term Multi-Market, Global Bond, U.S. Government/High
Grade Securities, Global Dollar Government, North American
Government, Utility Income, Conservative Investors, Growth
Investors, Growth, Total Return, and Worldwide Privatization
Subaccounts, as of December 31, 1994, and the related
statement of operations for the year then ended, and the
statement of changes in net assets for each of the two years
in the period then ended. These financial statements are the
responsibility of the management of Variable Account A. 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
investments held by the custodian at December 31, 1994. 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 American International Life Assurance Company of
New York Variable Account A as of December 31, 1994, and the
results of its operations for the year then ended, and the
changes in its net assets for each of the two years in the
period then ended, in conformity with generally accepted
accounting principles.

COOPERS & LYBRAND L.L.P.

2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 13, 1995

AMERICAN INTERNATIONAL LIFE ASSURANCE
COMPANY OF NEW YORK
(a wholly-owned subsidiary of
American International Group, Inc.)

REPORT ON AUDITS OF FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders and Board of Directors
American International Life Assurance Company of New York:

We have audited the accompanying balance sheets of American
International Life Assurance Company of New York (a wholly-
owned subsidiary of American International Group, Inc.) as of
December 31, 1994 and 1993, and the related statements of
income, stockholders' equity and cash flows for each of the
three years in the period ended December 31, 1994. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management,
as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of American International Life Assurance Company of
New York as of December 31, 1994 and 1993, and the results of
its operations and its cash flows for each of the three years
in the period ended December 31, 1994, in conformity with
generally accepted accounting principles.

As discussed in Note 1 (h) to the financial statements, the
Company changed in 1993, its method of accounting for
investments in certain fixed maturity securities, and in 1992,
its method of accounting for income taxes.

COOPERS & LYBRAND LLP

2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 22, 1995

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
BALANCE SHEETS
(in thousands)

<TABLE>
<CAPTION>
December 31,

1994 1993
<S> <C> <C>
Assets
Investments and cash:
Fixed maturities:
Bonds available for sale, at market value $3,700,640 $ 3,520,313
(cost: 1994 - $3,807,500; 1993 - $3,278,282)
Equity securities:
Common stock (cost: 1994-$8,382; 1993-$8,793) 17,201 18,134
Non-redeemable preferred stocks,
(cost: 1994 - $5,027; 1993 - $5,437) 4,701 5,442
Mortgage loans on real estate, net 399,695 334,197
Real estate, net of accumulated depreciation
of $4,861 in 1994; $3,934 in 1993 34,155 34,896
Policy loans 10,317 10,918
Other invested assets 63,941 52,100
Short-term investments 130,415 122,930
Cash 5,363 6,219

Total investments and cash 4,366,428 4,105,149

Amounts due from related parties 2,304 3,025
Investment income due and accrued 67,623 59,470
Premium and insurance balances receivable - net 14,536 12,938
Reinsurance assets 15,636 11,603
Deferred policy acquisition costs 29,626 29,413
Deferred income taxes 44,926 -
Federal income tax recoverable - 3,904
Separate and variable accounts 27,630 28,767
Other assets 1,800 2,113

Total assets $ 4,570,509 $ 4,256,382
</TABLE>
See accompanying notes to financial statements.

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
BALANCE SHEETS
(in thousands, except share amounts)

<TABLE>
<CAPTION>
December 31,

1994 1993

<S> <C> <C>
Liabilities
Policyholders' funds on deposit $ 2,742,412 $ 2,199,683
Future policy benefits 1,435,650 1,551,933
Reserve for unearned premiums 13,099 13,630
Policy and contract claims 37,092 27,121
Reserve for commissions, expenses and taxes 3,077 2,928
Insurance balances payable 9,128 7,668
Federal income tax payable 1,353 -
Deferred income taxes - 30,983
Amounts due to related parties 7,654 3,551
Separate and variable accounts 27,468 28,605
Other liabilities 26,640 16,049

Total liabilities 4,303,573 3,882,151

Commitments and contingencies

Stockholders' Equity

Common stock, $200 par value; 16,125
shares authorized, issued and outstanding 3,225 3,225
Additional paid-in capital 197,025 197,025
Unrealized (depreciation) appreciation of
investments, net of taxes of $(32,471) in
1994 and $31,285 in 1993 (60,305) 58,102
Retained earnings 126,991 115,879

Total stockholders' equity 266,936 374,231

Total liabilities and stockholders' equity $ 4,570,509 $ 4,256,382

</TABLE>

See accompanying notes to financial statements.

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
STATEMENTS OF INCOME
(in thousands)

<TABLE>
<CAPTION>
Years ended December 31,

1994 1993 1992

<S> <C> <C> <C>
Revenues:
Premiums $71,826 $ 76,045 $ 113,187
Net investment income 335,823 308,089 267,220
Realized capital gains 1,932 18,767 4,735

Total revenues 409,581 402,901 385,142

Benefits and expenses:
Benefits to policyholders 163,585 156,707 156,418
Increase in future policy benefits
and policyholders' funds on deposit 165,291 155,434 154,128
Acquisition and insurance expenses 62,759 57,758 59,134

Total benefits and expenses 391,635 369,899 369,680

Income before income taxes and
cumulative effect of accounting change 17,946 33,002 15,462

Income taxes (benefits):
Current 18,986 19,330 17,739
Deferred (12,152) (9,007) (11,585)

Total income taxes 6,834 10,323 6,154

Income before cumulative effect of
accounting change 11,112 22,679 9,308

Cumulative effect of accounting change - - 4,795

Net income $11,112 $ 22,679 $ 14,103

</TABLE>

See accompanying notes to financial statements.

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)

<TABLE>
<CAPTION>
Years ended December 31,

1994 1993 1992

<S> <C> <C> <C>
Common stock:
Balance at beginning of year 3,225 $ 3,225 $ 3,225

Balance at end of year 3,225 3,225 3,225

Additional paid-in capital:
Balance at beginning of year 197,025 119,025 94,025
Capital contribution - 78,000 25,000

Balance at end of year 197,025 197,025 119,025

Unrealized appreciation (depreciation)
of investments, net of taxes
Balance at beginning of year 58,102 1,887 179
Change during year (182,164) 6,497 2,588
Deferred income tax benefit (expense)
on changes 63,757 (2,302) (880)
Cumulative effect of accounting change,
net of taxes of $28,011 - 52,020 -

Balance at end of year (60,305) 58,102 1,887

Retained earnings:
Balance at beginning of year 115,879 93,200 79,097
Net Income 11,112 22,679 14,103

Balance at end of year 126,991 115,879 93,200

Total stockholders' equity 266,936 $ 374,231 $ 217,337

</TABLE>

See accompanying notes to financial statements.

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
STATEMENTS OF CASH FLOWS
(in thousands)

Years ended December 31,

1994 1993 1992

<S> <C> <C> <C>
Cash flows from operating activities:
Net income $11,112 $ 22,679 $14,103

Adjustments to reconcile net income
to net cash provided by operating
activities:
Non-cash revenues, expenses, gains
and losses included in income:
Change in insurance reserves 55,157 45,225 64,241
Change in premiums and insurance balances
receivable and payable - net (138) 2,251 3,459
Change in reinsurance assets (4,033) 4,166 6,868
Change in deferred policy
acquisition costs (213) 1,632 2,711
Change in investment income due
and accrued (8,153) (7,937) (7,728)
Realized capital gains (1,932) (18,767) (4,735)
Change in current and deferred
income taxes (6,895) (21,332) (18,550)
Change in reserve for
commissions, expenses 149 1,054 1,245
Change in other assets and
liabilities - net 7,526 (1,568) (9,416)
Total adjustments 41,468 4,724 38,095
Net cash provided by operating activities 52,580 27,403 52,198
</TABLE>

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
STATEMENTS OF CASH FLOWS (CONTINUED)
(in thousands)

Years ended December 31,

1994 1993 1992

Cash flows from investing activities:
Cost of fixed maturities, at
amortized cost, sold - - 368,512
Cost of fixed maturities, at
amortized cost,
matured or redeemed - - 182,986
Cost of fixed maturities, at
market, sold 63,695 309,595 -
Cost of fixed maturities, at
market, matured or redeemed 255,229 341,223 -
Cost of equity securities 958 6,738 1,000
Realized capital gains 4,715 24,542 9,923
Purchase of fixed maturities (837,973) (1,050,415)(1,171,443)
Purchase of equity securities (137) (4,449) (3,028)
Mortgage loans granted (77,824) (61,932) (50,437)
Repayments of mortgage loans 9,621 20,397 1,613
Change in policy loans 601 870 2,909
Change in short-term investments (7,485) (59,065) (9,527)
Change in other invested assets (6,479) (7,164) 1,245
Other - net (1,086) (17,821) (19,982)
Net cash (used in) provided by
investing activities (596,165) (497,481) (686,229)

Cash flows from financing activities:
Change in policyholders' funds on deposit 542,729 395,889 606,811
Proceeds from capital contribution - 78,000 25,000
Net cash provided by (used in)
financing activities 542,729 473,889 631,811

Change in cash (856) 3,811 (2,220)
Cash at beginning of year 6,219 2,408 4,628
Cash at end of year $ 5,363 $ 6,219 $ 2,408

</TABLE>

See accompanying notes to the financial statements.

AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY OF NEW YORK
NOTES TO FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

(a) Basis of Presentation: American International Life
Assurance Company of New York (the Company) is a
wholly-owned subsidiary of American International
Group, Inc. (the Parent). The financial statements of
the Company have been prepared on the basis of
generally accepted accounting principles. Certain
accounts have been reclassified in the 1993 and 1992
financial statements to conform to their 1994
presentation. The Company also files financial
statements prepared in accordance with statutory
practices prescribed or permitted by the Insurance
Department of the State of New York. Financial
statements prepared in accordance with generally
accepted accounting principles differ in certain
respects from the practices prescribed or permitted by
regulatory authorities. The significant differences
are: (1) statutory financial statements do not reflect
fixed maturities available for sale, at market value;
(2) policy acquisition costs, charged against
operations as incurred for regulatory purposes, have
been deferred and are being amortized over the
anticipated life of the contracts; (3) individual life
and annuity policy reserves based on statutory
requirements have been adjusted based upon mortality,
lapse and interest assumptions applicable to these
coverages, including provisions for reasonable adverse
deviations; these assumptions reflect the Company's
experience and industry standards; (4) deferred income
taxes not recognized for regulatory purposes have been
provided for temporary differences between the bases of
assets and liabilities for financial reporting purposes
and tax purposes; (5) for regulatory purposes, future
policy benefits, policyholders' funds on deposit,
policy and contract claims and reserve for unearned
premiums are presented net of ceded reinsurance; and
(6) an asset valuation reserve and interest maintenance
reserve using NAIC formulas are set up for regulatory
purposes.

(b) Investments: Fixed maturities available for sale, where
the company may not have the ability or positive intent
to hold these securities until maturity, are carried at
market value. Included in fixed maturities available
for sale are collateralized mortgage obligations
(CMO's). Premiums and discounts arising from the
purchase of CMO S are treated as yield adjustments over
the estimated life. Common stocks and preferred stocks
available for sale are carried at market value. Short-
term investments are carried at cost, which
approximates market.

1. Summary of Significant Accounting Policies (continued)

Unrealized gains and losses from investment in equity
securities and fixed maturities available for sale are
reflected in stockholders equity, net of any related
deferred income taxes.

Realized capital gains and losses are determined by
specific identification. Where declines in values of
securities below cost or amortized cost are considered to
be other than temporary, a charge would be reflected in
income for the difference between amortized cost and
estimated net realizable value.

Mortgage loans on real estate are carried at unpaid
principal balance less unamortized loan origination fees
and costs less an allowance for uncollectible loans.

Real estate is carried at depreciated cost and is
depreciated on a straight-line basis over 31.5 years.
Expenditures for maintenance and repairs are charged to
income as incurred; expenditures for betterments are
capitalized and depreciated.

Policy loans are carried at the aggregate unpaid principal
balance.

Other invested assets consist primarily of limited
partnership interests which are carried at market value.
Unrealized gains and losses from the revaluation of these
investments are reflected in stockholders' equity, net of
any related taxes. Also included in this category is an
interest rate cap agreement, which is carried at its
unamortized cost. The cost of the cap is being amortized
against investment income on a straight line basis over the
life of the cap.

(c) Income Taxes: The Company joins in a consolidated
federal income tax return with the Parent and its
domestic subsidiaries. The Company and the Parent have
a written tax allocation agreement whereby the Parent
agrees not to charge the Company a greater portion of
the consolidated tax liability than would have been
paid by the Company if it had filed a separate return.
Additionally, the Parent agrees to reimburse the
Company for any tax benefits arising out of its net
losses within ninety days after the filing of that
consolidated tax return for the year in which these
losses are utilized. Deferred federal income taxes are
provided for temporary differences related to the
expected future tax consequences of events that have
been recognized in the Company's financial statements
or tax returns.

1. Summary of Significant Accounting Policies - (continued)

(d) Premium Recognition and Related Benefits and Expenses:
Premiums on traditional life insurance and life
contingent annuity contracts are recognized when due.
Revenues for universal life and investment-type
products consist of policy charges for the cost of
insurance, administration, and surrenders during the
period. Premiums on accident and health insurance are
reported as earned over the contract term. The portion
of accident and health premiums which is not earned at
the end of a reporting period is recorded as unearned
premiums. Estimates of premiums due but not yet
collected are accrued. Benefits and expenses are
associated with earned premiums on long-duration
contracts so as to result in a level recognition of
profits over the anticipated life of the contracts.

Policy acquisition costs for traditional life insurance
products are generally deferred and amortized over the
premium paying period of the policy. Deferred policy
acquisition costs and policy initiation costs related to
universal life and investment-type products are amortized
in relation to expected gross profits over the life of the
policies (see Note 3).

The liability for future policy benefits and policyholders'
contract deposits is established using assumptions
described in Note 4.

(e) Policy and Contract Claims: Policy and contract claims
include amounts representing: (1) the actual in-force
amounts for reported life claims and an estimate of
incurred but unreported claims; and (2) an estimate,
based upon prior experience, for accident and health
reported and incurred but unreported losses. The
methods of making such estimates and establishing the
resulting reserves are continually reviewed and updated
and any adjustments resulting therefrom are reflected
in income currently.

(f) Separate and Variable Accounts: These accounts
represent funds for which investment income and
investment gains and losses accrue directly to the
policyholders. Each account has specific investment
objectives, and the assets are carried at market value.
These assets are legally segregated and are not subject
to claims which arise out of any other business of the
Company.

1. Summary of Significant Accounting Policies - (continued)

(g) Reinsurance Assets: Reinsurance assets include the
balances due from both reinsurance and insurance
companies under the terms of the Company's reinsurance
arrangements for ceded unearned premiums, future policy
benefits for life and accident and health insurance
contracts, policyholders' funds on deposit and policy
and contract claims. It also includes funds held under
reinsurance treaties.

(h) Accounting Standards:

(i) Standards Adopted in 1994:

In November of 1992, FASB issued Statement of Financial
Accounting Standards No. 112 "Employers' Accounting for
Postemployment Benefits" (FASB 112). FASB 112 established
accounting standards for employers who provide benefits to
former or inactive employees after employment but before
retirement. FASB 112 was adopted effective January 1, 1994,
and had no significant effect on the Company's results of
operations, financial condition or liquidity.

In May 1993, FASB issued Statement of Financial Accounting
Standards No. 114 "Accounting by Creditors for Impairment
of a Loan" (FASB 114). FASB 114 addresses the accounting
by all creditors for impairment of certain loans. The
impaired loans are to be measured at the present value of
all expected future cash flows. The present value may be
determined by discounting the expected future cash flows at
the loan's effective rate or valued at the loan's
observable market price or valued at the fair value of the
collateral if the loan is collateral dependent.

In October 1994, FASB issued Statement of Financial
Accounting Standards No. 118 "Accounting by Creditors for
Impairment of a Loan-Income Recognition and Disclosures"
(FASB 118). FASB 118 amends FASB 114 to allow a creditor
to use existing methods to recognize interest income on an
impaired loan. FASB 118 also amends certain disclosure
requirements of FASB 114. The Company adopted FASB 114 and
FASB 118 effective December 31, 1994. The adoption of
these statements did not cause any significant impact on
the Company's results of operations, financial condition or
liquidity.

1. Summary of Significant Accounting Policies - (continued)

(i) Standards Adopted in 1994: (continued)

In October 1994, FASB issued Statement of Financial
Accounting Standard No 119 "Disclosure about Derivative
Financial Instruments and Fair Value of Financial
Instruments" (FASB 119). FASB 119 requires disclosure
about derivative financial instruments and amends FASB
Statement No. 105 "Disclosure of Information about
Financial Instruments with Off-Balance Sheet Risk and
Financial Instruments with Concentrations of Credit Risk"
(FASB 105) and FASB Statement No. 107 "Disclosure about
Fair Value of Financial Instruments".

FASB 119 requires disclosure about the amounts, nature and
terms of derivatives that are not subject to FASB 105.
Also, FASB 119 requires disclosure about financial
instruments held or issued for trading purposes and
purposes other than trading. This statement was adopted by
the Company effective December 31, 1994.

(ii) Standards Adopted Prior to 1994:

In 1990, FASB issued Statement of Financial Accounting
Standards No. 106 "Employers' Accounting for Postretirement
Benefits Other Than Pensions" (FASB 106). FASB 106
establishes accounting for postretirement benefits,
principally postretirement health care and life insurance
benefits. It requires accrual accounting for
postretirement benefits during the years that an employee
renders services. FASB 106 has been adopted by the Parent
effective January 1, 1992. The transition liability was
recognized by the Parent immediately at adoption as a
change in accounting principle. The transition liability
and the cumulative effect of this accounting change was not
computed on a subsidiary basis, but rather on a
consolidated basis for all subsidiaries of the Parent, and
therefore, are not presented herein.

In 1992, FASB issued Statement of Financial Accounting
Standards No. 109 "Accounting for Income Taxes" (FASB 109).
FASB 109's objectives are to recognize (a) the amount of
taxes payable or refundable for the current year and (b)
deferred tax liabilities and assets for expected future tax
consequences of events that have been recognized in the
financial statements or tax returns. The measurement of a
deferred tax asset is subject to the expectation of future
realization. The Company adopted FASB 109, effective
January 1, 1992. The cumulative effect of adopting FASB
109 was a benefit of $4,795,000.

1. Summary of Significant Accounting Policies - (continued)

(ii) Standards Adopted Prior to 1994 - (continued)

At January 1, 1993, the Company adopted Statement of
Accounting Standards No. 113 "Accounting and Reporting for
Reinsurance of Short-Duration and Long-Duration Contracts"
(FASB 113). This statement specifies the accounting for
the reinsuring (ceding) of insurance contracts and
eliminates the reporting of assets and liabilities net of
the effects of reinsurance. As required by FASB 113, the
reserves unearned premiums and future policy benefits for
life and accident and health insurance contracts have been
presented gross of ceded reinsurance. A reinsurance asset
was established to include the aforementioned ceded
reinsurance balances.

FASB 113 also establishes the conditions required for a
contract with a reinsurer to be accounted for as
reinsurance ceded and prescribes accounting and reporting
standards for the contracts. There has been no effect on
operating income upon adoption of FASB 113.

In May 1993, the Financial Accounting Standards Board
(FASB) issued Statement of Accounting Standards No. 115
"Accounting for Certain Investments on Debt and Equity
Securities" (FASB 115) and the Company adopted this
standard at December 31, 1993. The pretax increase in
carrying value of fixed maturities available for sale as a
result of marking to market was $242,000,000. A portion
was recorded as a component of future policy benefits.
Thus, the unrealized appreciation of investments increased
$52,020,000, net of taxes of $28,011,000.

FASB 115 addresses the accounting and reporting for
investments in equity securities that have readily
determinable fair values and for all investments in debt
securities. Those investments are to be classified in
three categories and accounted for as follows:

Where an enterprise has the positive intent and ability to
hold debt securities to maturity, those securities are
deemed to be held to maturity securities and reported at
amortized cost.

Where an enterprise purchases debt and equity securities
principally for the purpose of selling them in the near
term, those securities are deemed to be trading securities
and are reported at fair value, with the unrealized gains
and losses included in operating income.

1. Summary of Significant Accounting Policies - (continued)

(ii) Standards Adopted Prior to 1994 - (continued)

Where debt and equity securities are not reported either as
held to maturity securities or trading securities, those
securities are deemed to be available for sale securities
and reported at fair value, with unrealized gains and
losses excluded from operating income and reported in a
separate component of stockholders' equity.

This statement has significantly changed and narrowed the
meaning of the held to maturity category from previous
generally accepted accounting principles.

2. Investment Information

(a) Statutory Deposits: Securities with a carrying value of
$8,289,000 and $8,276,000 were deposited by the Company
under requirements of regulatory authorities as of
December 31, 1994 and 1993, respectively.

(b) Net Investment Income: An analysis of net investment
income is as follows (in thousands):

<TABLE>
<CAPTION>
Years ended December 31,

1994 1993 1992

Fixed maturities $289,374 $271,962 $234,086
Equity securities 1,156 1,190 1,485
Mortgage loans 33,251 29,163 26,069
Real estate 3,771 3,305 3,200
Policy loans 764 846 869
Cash and short-term investments 6,839 3,593 3,604
Other invested assets 4,465 1,661 1,539
Total investment income 339,620 311,720 270,852

Investment expenses 3,797 3,631 3,632
Net investment income $335,823 $308,089 $267,220

</TABLE>

(c) Investment Gains and Losses: The net realized capital
gains (losses) and change in unrealized appreciation
(depreciation) of investments for 1994, 1993 and 1992 are
summarized below (in thousands):

2. Investment Information (continued)

<TABLE>
<CAPTION>
Years ended December 31,

1994 1993 1992

Net realized gains (losses)
on investments:
Fixed maturities $ (75) $20,106 $ 11,633
Equity securities 2,046 (2,415) 38
Mortgage loans (2,783) (5,775) (5,188)
Other invested assets 2,744 6,851 (1,748)
Net realized gains $ 1,932 $18,767 $ 4,735

Change in unrealized (depreciation)
appreciation of investments:
Fixed maturities $(186,892) $ - $ -
Equity securities (853) 6,499 3,017
Other invested assets 5,589 - -
Separate account (8) (2) (429)
Cumulative effect of accounting change - 80,031 -
Change in unrealized (depreciation)
appreciation) of investments $(182,164) $86,528 $ 2,588

</TABLE>

Proceeds from the sale of investments in fixed maturities
during 1994, 1993 and 1992 were $45,755,000, $264,813,000
and $368,417,000, respectively.

During 1994, 1993 and 1992, gross gains of $4,861,000,
$30,195,000 and $18,258,000, respectively, and gross
losses of $4,936,000, $10,089,000 and $6,625,000,
respectively, were realized on dispositions of fixed
maturities.

During 1994, 1993 and 1992, gross gains of $2,047,000,
$516,000 and $50,000, respectively, and gross losses of
$1,000, $2,931,000 and $2,000, respectively, were
realized on dispositions of equity securities.

(d) Market Value of Fixed Maturities and Unrealized
Appreciation of Investments:
At December 31, 1994 and 1993, unrealized appreciation of
investments in equity securities (before applicable
taxes) included gross gains of $9,341,000 and $9,913,000
and gross losses of $848,000 and $567,000, respectively.

The amortized cost and estimated market values of
investments in fixed maturities at December 31, 1994 and
1993 are as follows (in thousands):

2. Investment Information (continued)

<TABLE>
<CAPTION>
Gross Gross
1994 Amortized Unrealized Unrealized Market
Cost Gains Losses Value
<S> <C> <C> <C> <C>
Fixed maturities:
U.S. Government and government
agencies and authorities $ 89,861 $ 4,381 $ 3,235 $ 91,007
States, municipalities and
political subdivisions 819,297 7,687 46,602 780,382
Foreign governments 34,230 1,481 2,310 33,401
All other corporate 2,864,112 36,160 104,422 2,795,850
Total fixed maturities $3,807,500 $ 49,709 $156,569 $3,700,640

Gross Gross
1993 Amortized Unrealized Unrealized Market
Cost Gains Losses Value
Fixed maturities:
U.S. Government and government
agencies and authorities $ 69,883 $ 13,418 $ 177 $ 83,124
States, municipalities and
political subdivisions 724,552 50,235 505 774,282
Foreign governments 34,495 4,555 351 38,699
All other corporate 2,449,352 180,254 5,398 2,624,208
Total fixed maturities $3,278,282 $248,462 $ 6,431 $3,520,313
</TABLE>

The amortized cost and estimated market value of fixed
maturities available for sale at December 31, 1994, by
contractual maturity, are shown below (in thousands). Actual
maturities could differ from contractual maturities because
borrowers may have the right to call or prepay obligations
with or without call or prepayment penalties.

<TABLE>
<CAPTION>
Estimated
Amortized Market
Cost Value
<S> <C> <C>
Due in one year or less $ 157,031 $ 152,624

Due after one year through five years 1,136,802 1,104,897
Due after five years through ten years 1,334,396 1,296,945
Due after ten years 1,179,271 1,146,174

$3,807,500 $3,700,640
</TABLE>

2. Investment Information (continued)

(e) CMO's: CMOs are U.S. government and government agency
backed and triple A-rated securities. In the preceding
table, CMO's are included in other corporate fixed
maturities. At December 31, 1994 and 1993, the market
value of the CMO portfolio was $967,179,000 and
$1,049,833,000, respectively; the estimated amortized
cost was approximately $989,346,000 in 1994 and
$1,056,443,000 in 1993. The Company's CMO portfolio is
readily marketable. There were no derivative (high risk)
CMO securities contained in the portfolio at December 31,
1994.

(f) Fixed Maturities Below Investment Grade: At December 31,
1994 and 1993, the fixed maturities held by the Company
that were below investment grade had an aggregate
amortized cost of $205,986,000 and $219,622,000,
respectively, and an aggregate market value of
$195,443,000 and $228,405,000, respectively.

(g) Non-income Producing Assets: Non-income producing assets
during the year were insignificant.

(h) Investments Greater than 10% Equity: The market value of
investments in the following companies and institutions
exceeded 10% of the Company's total stockholder's equity
at December 31, 1994 (in thousands):

Fixed Maturities:
Standard Credit Card $ 148,876
Morgan Stanley Mortgage Trust 80,109
General Motors Acceptance Corporation 67,688
Transamerica Finance 47,062
Household Finance 37,779
Chrysler 36,608
Associated Corporation 35,886
Beneficial Corporation 35,451
Chase Manhattan Corporation 33,370
Ford Motor Company 31,810
Texaco 30,426
Citicorp 29,773
GTE Corporation 29,359

Other Invested Assets:
Equity Linked Investors II, L.P. $ 35,805

3. Deferred Policy Acquisition Costs

The following reflects the policy acquisition costs
deferred (commissions, direct solicitation and other
costs) which will be amortized against future income and
the related current amortization charged to income,
excluding certain amounts deferred and amortized in the
same period (in thousands):
<TABLE>
<CAPTION>
Years ended December 31,
1994 1993 1992
<S> <C> <C> <C>

Balance at beginning of year $29,413 $31,045 $33,756
Acquisition costs deferred 3,286 2,157 2,638
Amortization charged to income (3,073) (3,789) (5,349)
Balance at end of year $29,626 $29,413 $31,045
</TABLE>

4. Future Policy Benefits and Policyholders' Funds on
Deposit

(a) The analysis of the future policy benefits and
policyholders' funds on deposit liabilities as at
December 31, 1994 and 1993 follows (in thousands):

Future policy benefits:
Long duration contracts $1,426,198 $1,543,014
Short duration contracts 9,452 8,919
$1,435,650 $1,551,933

Policyholder funds on deposit:
Annuities $1,974,234 $1,544,325
Guaranteed investment contracts (GICs) 667,968 517,871
Universal life 94,998 96,120
Other investment contracts 5,212 41,367
$2,742,412 $2,199,683
</TABLE>

(b) Long duration contract liabilities included in future
policy benefits, as presented in the table above, result
from traditional life products. Short duration contract
liabilities are primarily accident and health products.
These long duration products generally have fixed cash
values and there are no surrender charges. The liability
for future policy benefits has been established based
upon the following assumptions:

4. Future Policy Benefits and Policyholders' Funds on
Deposit (continued)

(i) Interest rates for traditional life insurance products
are 9.5 percent graded to 7.0 percent over 30 years.
The liability for future policy benefits for universal
life insurance has been established using FASB 97 and
assumes a 1.0 percent investment margin. Interest
rates (exclusive of immediate/terminal funding
annuities), which vary by year of issuance and
products, range from 3.0 percent to 12.0 percent.
Interest rates on immediate/terminal funding annuities
are at a maximum of 12.2 percent and grade to not
greater than 7.5 percent.

(ii) Mortality and withdrawal rates are based upon actual
experience modified to allow for variations in policy
form. The weighted average lapse rate, including
surrenders, for individual life approximated 14.8
percent.

(i) Interest rates credited on deferred annuities vary by
year of issuance and range from 8.2 percent to 4.0
percent. Credited interest rate guarantees are
generally for a period of one year. Withdrawal charges
generally range from 6.0 percent to 10.0 percent
grading to 0 percent over a period of 7 to 10 years.

(ii) GICs have market value withdrawal provisions for any
funds withdrawn other than benefit responsive payments.
Interest rates credited generally range from 4.7
percent to 9.1 percent and maturities range from 2 to 7
years.

(iii) The universal life funds have credited interest rates
of 6.0 percent to 7.0 percent and guarantees ranging
from 4.0 percent to 5.5 percent depending on the year
of issue. Additionally, universal life funds are
subject to surrender charges that amount to 7.5 percent
of the fund balance and grade off over no more than 15
years from issue.

5. Income Taxes

(a) The Federal income tax rate applicable to ordinary
income is 35% for 1994 and 1993 and 34% for 1992.
Actual tax expense on income from operations differs
from the "expected" amount computed by applying the
Federal income tax rate because of the following (in
thousands except percentages):

5. Income Taxes (continued)

<TABLE>
<CAPTION>
Year Ended December 31,

1994 1993 1992

Percent Percent Percent
of of of
pre-tax pre-tax pre-tax
operating operating operating
Amount Income Amount Income Amount Income
<S> <C> <C> <C> <C> <C> <C>
"Expected" income tax
expense $6,281 35.0 $11,551 35.0% $5,257 34.0%
Prior year federal
income tax benefit - - (1,954) (5.9) - -
State income tax 714 4.0 758 2.3 677 4.4
Other (161) (0.9) (32) (0.1) 220 1.4
Actual income
tax expense $6,834 38.1% $10,323 31.3% $6,154 39.8%
</TABLE>

(b) The components of the net deferred tax liability were as
follows (in thousands):

<TABLE>
<CAPTION>
Years ended December 31,
1994 1993
<S> <C> <C>
Deferred tax assets:
Adjustments to mortgage loans
and investment income $ 4,672 $ 3,726
Unrealized depreciation on investments 32,471 -
Adjustment to life reserves 13,752 4,180
Other 2,336 2,272
53,231 10,178
Deferred tax liabilities:
Deferred policy acquisition costs $ 2,501 $ 4,350
Fixed maturities discount 5,497 4,859
Unrealized appreciation on investments - 31,285
Other 307 667
8,305 41,161

Net deferred tax liability $(44,926) $30,983
</TABLE>

5. Income Taxes (continued)

(c) At December 31, 1994, accumulated earnings of the Company
for Federal income tax purposes include approximately
$2,879,000 of "Policyholders' Surplus" as defined under
the Code. Under provisions of the Code, "Policyholders'
Surplus" has not been currently taxed but would be taxed
at current rates if distributed to the Parent. There is
no present intention to make cash distributions from
"Policyholders' Surplus" and accordingly, no provision
has been made for taxes on this amount.

(d) Income taxes paid in 1994, 1993, and 1992 amounted to
$13,537,000, $23,984,000, and $16,459,000, respectively.

6. Commitments and Contingent Liabilities

The Company, in common with the insurance industry in
general, is subject to litigation, including claims for
punitive damages, in the normal course of their business.
The Company does not believe that such litigation will
have a material effect on its operating results and
financial condition.

On November 30, 1992, the Company entered into an
agreement with Chardon/Hato Rey Partnership. The
agreement requires the Company to make additional capital
contributions up to $3,000,000 to cover construction cost
overruns or to cover operating deficits.

The Company has a contingent second mortgage loan
commitment in the amount of $10,000,000 on Plaza IV
Associates, Ltd. This loan was activated in 1993 and has
been drawn to a current balance of $8,020,000.

7. Fair Value of Financial Instruments

(a) Financial Accounting Standards Board Statement No. 107
"Disclosures about Fair Value of Financial Instruments"
(FASB 107) requires disclosure of fair value information
about financial instruments for which it is practicable
to estimate such fair value. These financial instruments
may or may not be recognized in the balance sheet. In
the measurement of the fair value of certain of the
financial instruments, quoted market prices were not
available and other valuation techniques were utilized.
These derived fair value estimates are significantly
affected by the assumptions used. FASB 107 excludes
certain financial instruments, including those related to
insurance contracts.

7. Fair Value of Financial Instruments - (continued)

The following methods and assumptions were used by the
Company in estimating the fair value of the financial
instruments presented:

Cash and short term investments: The carrying amounts
reported in the balance sheet for these instruments
approximate fair value.

Fixed maturities: Fair values for fixed maturity
securities carried at amortized cost or at market value
are based upon quoted market prices. For certain fixed
maturities for which market prices were not readily
available, fair values were estimated using values
obtained from independent pricing services.

Equity securities: Fair values for equity securities were
based upon quoted market prices.

Mortgage and policy loans: Where practical, the fair
values of loans on real estate were estimated using
discounted cash flow calculations based upon the
Company's current incremental lending rates for similar
type loans. The fair values of policy loans were not
calculated as the Company believes it would have to
expend excessive costs for the benefits derived.
Therefore, the fair value of policy loans was estimated
at carrying value.

Interest rate cap: Fair values for the interest rate cap
were estimated using values obtained from an independent
pricing service.

Policyholders' funds on deposit: Fair values of
policyholder contract deposits were estimated using
discounted cash flow calculations based upon current
interest rates on investments with maturities consistent
with those remaining for the contracts being valued.

(b) The fair value and carrying amounts of financial
instruments is as follows (in thousands):

7. Fair Value of Financial Instruments - (continued)

1994
Fair Carrying
Value Amount
<S> <C> <C>
Cash and short-term investments $ 135,778 $ 135,778
Fixed maturities 3,700,640 3,700,640
Equity securities 21,902 21,902
Mortgage and policy loans 414,354 410,012
Interest rate cap 1,567 736

Policyholders' funds on deposit $2,755,594 $2,742,412

1993
Fair Carrying
Value Amount

Cash and short-term investments $ 129,149 $ 129,149
Fixed maturities 3,520,313 3,520,313
Equity securities 23,576 23,576
Mortgage and policy loans 368,019 345,115
Interest rate cap 564 963

Policyholders' funds on deposit $2,291,545 $2,199,683
</TABLE>

8. Stockholders' Equity

(a) The Company may not distribute dividends to the Parent
without prior approval of regulatory agencies. Generally,
this limits the payment of such dividends to an amount
which, in the opinion of the regulatory agencies, is
warranted by the financial condition of the Company.

(b) The Company's stockholders' equity as determined in
accordance with statutory accounting practices was
$214,273,000 at December 31, 1994 and $212,095,000 at
December 31, 1993. Statutory net income amounted to
$21,226,000, $2,298,000, and $14,032,000 for 1994, 1993
and 1992, respectively.

9. Employee Benefits

(a) The Company participates with its affiliates in a non-
contributory defined benefit pension plan which is
administered by the Parent. All qualified employees who
have attained age 21 and completed six months of
continuous service are eligible to participate in this
plan. An employee with 5 or more years of service is
entitled to pension benefits beginning at normal
retirement age 65. Benefits are based upon a percentage
of average final compensation multiplied by years of
credited service commencing April 1, 1985 and limited to
44 years of credited service. The average final
compensation is subject to certain limitations. Annual
funding requirements are determined based on the
"projected unit credit" cost method which attributes a
pro rata portion of the total projected benefit payable
at normal retirement to each year of credited service.
Pension expense for current service costs, retirement and
termination benefits for the years ended December 31,
1994, 1993 and 1992 were approximately $190,000, $323,000
and $232,000, respectively. The Parent's plans do not
separately identify projected benefit obligations and
plan assets attributable to employees of participating
affiliates. The projected benefit obligations exceeded
the plan assets at December 31, 1994 by $21,375,000.

(b) The Parent also sponsors a voluntary savings plan for
domestic employees (a 401(k) plan), which provides for
salary reduction contributions by employees and matching
contributions by the Parent up to two percent of annual
salary.

(c) On April 1, 1985, the Parent terminated and replaced its
then existing U.S. pension plan, a contributory qualified
defined benefit plan, with the current non-contributory
qualified defined benefit plan. Settlement of the
obligations of the prior plan was accomplished through
the purchase of annuities from the Company for accrued
benefits as of the date of termination. Future policy
benefits reserves in the accompanying balance sheet that
relate to these annuity contracts are $70,791,000 at
December 31, 1994 and $69,074,000 at December 31, 1993.

(d) In addition to providing pension benefits, the Parent and
its subsidiaries provide a post-retirement benefit
program for medical care and life insurance. Eligibility
in the various plans is generally based upon completion
of a specified period of eligible service and reaching a
specified age.

9. Employee Benefits (continued)

(e) Employees of the Company participate in certain stock
option and stock purchase plans of the Parent. In
general, under the stock option plans, officers and other
key employees are granted options to purchase AIG common
stock at a price not less than fair market value at the
date of grant. In general, the stock purchase plans
provide for eligible employees to receive privileges to
purchase AIG common stock at a price equal to 85% of the
fair market value on the date of grant of the purchase
privilege.

10. Reinsurance

(a) The Company reinsures portions of its life and accident
and health insurance risks with unaffiliated companies.
Life insurance risks are reinsured primarily under
coinsurance and yearly renewable term treaties. Accident
and health insurance risks are reinsured primarily under
coinsurance, excess of loss and quota share treaties.
Amounts recoverable from reinsurers are estimated in a
manner consistent with the assumptions used for the
underlying policy benefits and are presented as a
component of reinsurance assets. A contingent liability
exists with respect to reinsurance ceded to the extent
that any reinsurer is unable to meet the obligations
assumed under the reinsurance agreements. The Company
also reinsures portions of its life and accident and
health insurance risks with affiliated companies (see
Note 11).

The effect of all reinsurance contracts, including
reinsurance assumed, is as follows (in thousands, except
percentages):

<TABLE>
<CAPTION>
Percentage
of Amount
December 31, 1994 Assumed
Gross Ceded Assumed Net to Net
<S> <C> <C> <C> <C> <C>
Life Insurance in
Force $4,241,039 $512,028 $ 3,980 $3,732,991 0.1%

Premiums:
Life 26,345 3,677 13 22,681 0.1%
Accident and Health 23,622 9,520 20,612 34,714 59.4%
Annuity 14,892 461 - 14,431 -

Total Premiums $ 64,859 $ 13,658 $ 20,625 $ 71,826 28.7%
</TABLE>

10. Reinsurance (continued)

<TABLE>
CAPTION>
Percentage
of Amount
December 31, 1993 Assumed
Gross Ceded Assumed Net to Net
<S> <C> <C> <C> <C> <C>

Life Insurance in Force $3,726,676 $667,040 $ 4,177 $3,063,813 0.1%

Premiums:
Life 28,098 3,943 594 24,749 2.4%
Accident and Health 23,625 9,285 18,482 32,822 56.3%
Annuity 19,679 1,205 - 18,474 -

Total Premiums $ 71,402 $ 14,433 $ 19,076 $ 76,045 25.1%

Percentage
of Amount
December 31, 1992 Assumed
Gross Ceded Assumed Net to Net

Life Insurance in Force $3,998,643 $743,848 $553,645 $3,808,440 14.5%

Premiums:
Life 30,197 4,167 866 26,896 3.2%
Accident and Health 24,439 9,709 17,133 31,863 53.8%
Annuity 56,535 2,106 - 54,428 -

Total Premiums $ 111,171 $ 15,982 $ 17,999 $ 113,187 15.9%
</TABLE>

(b) The maximum amount retained on any one life by the
Company is $250,000. Beginning January 1, 1995, the
maximum amount retained has been increased to $500,000.

(c) Reinsurance recoveries, which reduced death and other
benefits, approximated $6,720,000, $8,477,000 and
$6,319,000 respectively, for each of the years ended
December 31, 1994, 1993 and 1992.

The Company's reinsurance arrangements do not relieve it
from its direct obligation to its insureds.

11. Transactions with Related Parties

(a) The Company is party to several reinsurance agreements
with its affiliates covering certain life and accident
and health insurance risks. Premium income and
commission ceded to affiliates amounted to $574,000 and
$(3,000), respectively, for the year ended December 31,
1994. Premium income and commission ceded for 1993
amounted to $849,000 and $(2,000), respectively. Premium
income and commission ceded for 1992 amounted to
$2,142,000 and $(21,000), respectively. Premium income
and ceding commission expense assumed from affiliates
aggregated $19,331,000 and $98,000, respectively, for
1994, compared to $17,189,000 and $5,000, respectively,
for 1993, and $16,034,000 and $(494,000), respectively,
for 1992.

(b) The Company provides life insurance coverage to employees
of the Parent and its domestic subsidiaries in connection
with the Parent's employee benefit plans. The statement
of income includes $3,952,000 in premiums relating to
this business for 1994, $3,908,000 for 1993, and
$3,717,000 for 1992.

(c) The Company is party to several cost sharing agreements
with its affiliates. Generally, these agreements provide
for the allocation of costs upon either the specific
identification basis or a proportional cost allocation
basis which management believes to be reasonable. For
the years ended December 31, 1994, 1993 and 1992, the
Company was charged $17,401,000, $14,907,000, and
$13,698,000, respectively, for expenses attributed to the
Company but incurred by affiliates. During the same
period, the Company received reimbursements from
affiliates aggregating $19,505,000, $18,579,000 and
$16,089,000, respectively, for costs incurred by the
Company but attributable to affiliates.

(d) The Company received cash surplus contributions of
$78,000,000 and $25,000,000 in 1993 and 1992,
respectively from AIG, Inc., the Parent and American Home
Assurance Company, an affiliated insurer.

(e) During 1993, the Company sold a mortgage loan to Atlanta
17th Street, Inc., for the aggregate unpaid principal
balance of $17,500,000.

PART C

PART C
OTHER INFORMATION

Item 24. Financial Statements and Exhibits.

a. Financial Statements

The financial statements of American International Life
Assurance Company of New York and Variable Account A are
included in Part B hereof.

b. Exhibits

1. Resolution of Board of Directors of the Company
authorizing the establishment of the Variable
Account*

2. Not Applicable

3. (i) Principal Underwriter's Agreement**
(ii) Broker-Dealer Agreement**
(iii) General Agency Agreement***
(iv) Distribution Agreement***

4. Individual Single Purchase Payment Deferred Variable
Annuity Contracts#

5. Application for Annuity Contract#

6. (i) Copy of Articles of Incorporation of the
Company*
(ii) Copy of the Bylaws of the Company*

7. Not Applicable

8. Administrative Agreement* (filed confidentially)

* Incorporated by reference to Registrant's initial filing
on Form N-4, (File No. 33-9144) filed on October 7, 1986.

** Incorporated by reference to Registrants Post-Effective
Amendment No. 3 to Form N-4 (File No. 33-9144), filed on
May 1, 1989.

*** Incorporated by reference to Registrants Post-Effective
Amendment No. 4 to Form N-4 (File No. 33-9144), filed on
May 1, 1990.

**** Incorporated by reference to Registrants
Post-Effective Amendment No. 5 (File No. 33-9144),
filed on May 1, 1991.

# Incorporated by reference to Registrants Post-Effective
Amendment No. 11 (File No. 33-39170), Filed May 1, 1992.

Item 24. Financial Statements and Exhibits (continued).

9. Opinion and Consent of Counsel

10. (i) Consent of Counsel
(ii) Consent of Independent Accountants

11. Not Applicable

12. Agreement Governing Contribution*

13. Performance Data***

14. Powers of Attorney****

* Incorporated by reference to Registrant's initial filing
on Form N-4, (File No. 33-9144) filed on October 7, 1986.

** Incorporated by reference to Registrants Post-Effective
Amendment No. 3 to Form N-4 (File No. 33-9144), filed on
May 1, 1989.

*** Incorporated by reference to Registrants Post-Effective
Amendment No. 4 to Form N-4 (File No. 33-9144), filed on
May 1, 1990.

**** Incorporated by reference to Registrants
Post-Effective Amendment No. 5 (File No. 33-9144),
filed on May 1, 1991.

# Incorporated by reference to Registrants Post-Effective
Amendment No. 11 (File No. 33-39170), Filed May 1, 1992.

Item 25. Directors and Officers of the Depositor.

The following are the Officers and Directors of the
Company:

Officers:

Name and Principal Position and Offices
Business Address * with the Company

Ernest E. Stempel Chairman of the Board

Robert J. O'Connell Chief Executive Officer
and President

Edward E. Matthews Senior Vice President -
Finance

Gerald Wyndorf Executive Vice President

Michele L Abruzzo Senior Vice President
<REDLINE>
Michael J. Mullin Vice President -
Administration
</REDLINE>
Howard Gunton Vice President &
Comptroller

Donald Hancock Vice President

Jeffrey Kestenbaum Senior Vice President

Robert Liguori Vice President and Counsel

Edward E. Matthews Senior Vice President

Jerome Muldowney Senior Vice President -
Domestic Investments
<REDLINE>
Nicholas A. O'Kulich Vice President & Treasurer

John Skar Vice President and Chief
Actuary

Elizabeth Tuck Secretary - Corporate

David J. Walsh Vice President
</REDLINE>
*Business Address for all individuals listed is: 80 Pine
Street, New York, New York 10005

Directors Address

Peter J. Dalia 20281 East Country Club Drive
Apt. #2212
North Miami Beach, Florida 33180

Marion E. Fajen 5608 North Waterbury Road
Des Moines, Iowa 50312

Patrick J. Foley American International Group, Inc.
70 Pine Street
New York, New York 10270

Cecil Gamwell American International Group, Inc.
70 Pine Street
New York, New York 10270

M.R. Greenberg American International Group, Inc.
70 Pine Street
New York, New York 10270

J. Ernest Hansen AIG Marketing, Inc.
505 Carr Road
Wilmington, Delaware

Dr. Jack Harnes American International Group, Inc.
70 Pine Street
New York, New York 10270

John I. Howell Indian Rock Corporation
P.O. Box 2606
Greenwick, Connecticut

Jeffrey Kestenbaum American International Group, Inc.
70 Pine Street
New York, New York 10270

Edwin A. G. Manton American International Group, Inc.
70 Pine Street
New York, New York 10270

Jerome Muldowney American International Group, Inc.
70 Pine Street
New York, New York 10270

Win J. Neuger American International Group, Inc.
70 Pine Street
New York, New York 10270

Robert J. O'Connell American International Life
Assurance
Company of New York
80 Pine Street
New York, New York 10005

Directors Address

Nicholas A. O'Kulich American International Group, Inc.
70 Pine Street
New York, New York 10270

John Skar American International Life
Assurance Company of New York
One Alico Plaza, 600 King Street
Wilmington, DE 19801

Ernest E. Stempel American International Companies
70 Pine Street
New York, New York 10270

Geralad W. Wyndorf American International Companies
80 Pine Street
New York, New York 10005

David J. Walsh American International Companies
70 Pine Street
New York, New York 10270

Item 26.Persons Controlled by or Under Common Control
with the Depositor or Registrant.

See Chart of Ownership, Exhibit C26

Item 27. Number of Contract Owners.
<REDLINE>
There were approximately ______ contractholders as of
November 30, 1995.</REDLINE>

Item 28. Indemnification

Incorporated by reference to Registrant's initial Form
N-4 (File No. 33-9144) filed on October 7, 1986.

Item 29. Principal Underwriter

a. AIG Equity Sales Corp., the principal underwriter
for Variable Account A, also acts as the principal
underwriter for other separate accounts of the
Depositor, and for the separate accounts of AIG Life
Insurance Company, an affiliated company.

b. The following information is provided for each
director and officer of the Principal Underwriter:

Name and Principal Positions and Offices
Business Address* with Underwriter

Michele L. Abruzzo Director and President

Kevin Clowe Director and Vice
President

Edward E. Matthews Director and Chairman of
the Board
<REDLINE>
Florence Davis Director and General
Counsel

Jerome T. Muldowney Director

Robert J. O'Connell Director

Ernest E. Stempel Director

Philomena Scamardella Vice President and Senior
Compliance Officer

Daniel K. Kingsbury Vice President

Kenneth F. Judkowitz Treasurer and Comptroller

Julia Perlman Director of Marketing

Elizabeth M. Tuck Secretary

Karen F. McDonald Assistant Secretary
</REDLINE>
*Business address is: 70 Pine Street, New York, New
York 10270.

<TABLE>
<CAPTION>
c. Net
Name of Underwriting Compensation
Principal Discounts and on Brokerage
Underwriter Commissions Redemption Commissions Compensation

<S> <C> <C> <C> <C>
American International
Fund Distributors,
Inc. $659,435 $0 $0 $0

</TABLE>

Item 30. Location of Accounts and Records.
<REDLINE>
Kenneth F. Judkowitz, Treasurer and Comptroller of AIG
Equity Sales Corp., whose address is 80 Pine Street, New York,
New York 10005, maintains physical possession of the accounts,
books or documents of the Variable Account required to be
maintained by Section 31(a) of Investment Act of 1940 and the
rules promulgated thereunder.</REDLINE>

Item 31. Management Services.
Not Applicable

Item 32. Undertakings.

a. Registrant hereby undertakes 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 sixteen (16)
months old for so long as payments under the
variable annuity contracts may be accepted.

b. Registrant hereby undertakes 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.

c. Registrant hereby undertakes 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.

d. Registrant represents that in connection
with 403(b) Plans, it is relying on the
November 28, 1988 no-action letter issued by
the SEC to the American Council of Life
Insurance.

e. Registrant represents that Variable Account
A meets the definition of a separate account
under the federal securities laws.

SIGNATURES

As required by the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets
the requirements of Securities Act Rule 485(b) for
effectiveness of this Registration Statement and has caused
this Registration Statement to be signed on its behalf, in the
City of Wilmington, and State of Delaware on this 27th day of
December, 1995.

Variable Account A
Registrant

By: /s/ James A. Bambrick
James A. Bambrick, Vice President

By:
American International Life
Assurance
Company of New York
Depositor

By: /s/ James A. Bambrick
James A. Bambrick, Vice President

As required by the Securities Act of 1933, this registration
statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
Name Title Date

<S> <C> <C>
Peter J. Dalia* Director December 27, 1995
Peter J. Dalia

Marion E. Fajen* Director December 27, 1995
Marion E. Fajen

Patrick Foley* Director December 27, 1995
Patrick Foley

Cecil Gamwell* Director December 27, 1995
Cecil Gamwell

M.R. Greenberg* Director December 27, 1995
M.R. Greenberg

J. Ernest Hanson* Director December 27, 1995
J. Ernest Hanson

Dr. Jack Harnes* Director December 27, 1995
Dr. Jack Harnes

John I. Howell* Director December 27, 1995
John I. Howell

________________ Director December 27, 1995
Jeffrey Kestenbaum

_________________ Director December 27, 1995
Edwin A. G. Manton

Jerome Muldowney* Director December 27, 1995
Jerome Muldowney

__________________ Director December 27, 1995
Win J. Neuger

Nicholas A. O'Kulich* Director, Treasurer and December 27, 1995
Nicholas A. O'Kulich Chief Financial Officer

John Skar* Director December 27, 1995
John Skar

Ernest E. Stempel* Director and December 27, 1995
Ernest E. Stempel Chairman of the Board

Name Title Date

____________ Director December 27, 1995
David J. Walsh

__________________ Director December 27, 1995
Gerald W. Wyndorf

Robert J. O'Connell* Director and December 27, 1995
Robert J. O'Connell President

*By:/s/ James A. Bambrick
James A. Bambrick
Attorney in Fact

</TABLE>

EXHIBITS TO
AMENDMENT NUMBER 6 TO
FORM N-4
FOR
VARIABLE ACCOUNT A

INDEX TO EXHIBITS

EXHIBIT PAGE

9 Opinion of Counsel

10(i) Consent of Counsel
(ii) Consent of Independent Accountants

EXHIBIT 99-9

OPINION OF COUNSEL
<PAGE>

OPINION OF COUNSEL

I have made such examination of the law and have examined such records and
documents as, in my judgment, are necessary or appropriate to enable me to
render the opinions expressed below.

I am of the following opinions:

1. American International Life Assurance Company of New York is a valid and
existing stock life insurance company domiciled in the State of New York.

2. Variable Account A is a separate investment account of American
International Life Assurance Company of New York created and validly existing
pursuant to the New York Insurance Laws and the Regulations thereunder.

3. All of the prescribed corporate procedures for the issuance of the
Individual Single Purchase Payment Deferred Variable Annuity Contracts (the
"Contracts") have been followed, and, when such Contracts are issued in
accordance with the Prospectus contained in the Registration Statement, all
state requirements relating to such Contracts will have been complied with.

4. Upon the acceptance of purchase payments made by Contract Owners
pursuant to a Contract issued in accordance with the Prospectus contained in
the Registration Statement and upon compliance with applicable law, such
Contract Owner will have a legally-issued, fully paid, nonassessable
contractual interest in such Contract.

This opinion, or a copy hereof, may be used as an exhibit to or in connection
with the filing with the Securities and Exchange Commission of the Post-
Effective Amendment No. 5 to the Registration Statement on Form N-4 for the
Contracts to be issued by American International Life Assurance Company of New
York and its separate account, Variable Account A.

/S/ Kenneth D. Walma
Kenneth D. Walma
Assistant Secretary and Senior Attorney

Dated: December 27, 1995
<PAGE>

EXHIBIT 10(i)
Consent of Counsel
<PAGE>

Jorden Burt Berenson & Johnson LLP
1025 Thomas Jefferson Street, N.W.
Suite 400-E
Washington, D.C. 20007

December 27, 1995

American International Life Assurance
Company of New York
80 Pine Street
New York, New York 10005

Gentlemen:

We hereby consent to the reference to our name under the caption "Legal
Counsel" in the Statement of Additional contained in Post-Effective
Amendment No. 6 to the Registration Statement on Form N-4 (File No. 33-
39170) filed by American International Life Assurance Company of New York
and Variable Account A with the Securities and Exchange Commission under
the Securities Act of 1933 and the Investment Company Act of 1940.

Very truly yours,

/s/Jorden Burt Berenson & Johnson LLP
Jorden Burt Berenson & Johnson LLP
<PAGE>

EXHIBIT 10(ii)
Consent of Independent Accountants
<PAGE>

Coopers & Lybrand L.L.P.
(Letterhead)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the following with respect to Post-
effective Amendment No. 6 to the Registration Statement (No.
33-39170) on Form N-4 under the Securities Act of 1933 of
Variable Account A of American International Life Assurance
Company of New York.

1. The inclusion of our report dated February 22, 1995
relating to our audits of the financial statements
of American International Life Assurance Company of
New York in the Statement of Additional Information.

2. The inclusion of our report dated February 13, 1995
relating to our audits of the financial statements
of Variable Account A in the Statement of Additional
Information.

3. The incorporation by reference into the Prospectus
of our report dated February 22, 1995 relating to
our audits of the financial statements of American
International Life Assurance Company of New York and
our report dated February 13, 1995 relating to our
audits of the financial statements of Variable
Account A.

4. The reference to our firm under the heading "General
Information - Independent Accountants" in the
Statement of Additional Information.

/s/Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.

2400 Eleven Penn Center
Philadelphia, Pennsylvania
December 22, 1995

2
<PAGE>