VARIABLE ACCOUNT A AMERICAN INTL LIFE ASSUR CO OF NEW YORK
485BPOS, 1997-05-05
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON May 1, 1997       
File No. 33-58502
         811-4865
    

                      
                          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. 8      [X]
                                   -

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
    Amendment No. _23____
    
[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.                 and      Florence Davis, Esq.
   Jorden Burt Berenson & Johnson                  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

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
          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 
          75  days  after  filing  pursuant  to paragraph (a)(ii) 
          on pursuant to paragraph (a)(ii) of rule 485.
    

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

   
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 28, 1997
    


<PAGE>

                                        

                              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 Information................   Not Applicable
Item 5.  General Description of Registrant,
         Depositor, and Portfolio Companies.............   The Variable
                                                           Account; The
                                                           Company; The Fund
Item 6.  Deductions and Expenses........................   Charges andDeductions
Item 7.  General Description of Variable
         Annuity Contracts..............................   Purchasing a
                                                           Contract;Rights
                                                           under the
                                                           Contracts
Item 8.  Annuity Period.................................   Annuity
Period
Item 9.  Death Benefit..................................   DeathBenefit
Item 10  Purchases and Contract Value...................   Rights under the
                                                           Contracts; Purchasing
                                                           a Contract
Item 11.      Redemptions................................  Withdrawals
Item 12.      Taxes......................................  Taxes
Item 13.      Legal Proceedings..........................  Not
Applicable
Item 14.      Table of Contents of the Statement of
              Additional Information.....................  Table of
                                                           Contents of the
                                                           Statement of
                                                           Additional
                                                           Information


<PAGE>



                                    PART B


Item 15.      Cover Page....................................   Cover Page
Item 16.      Table of Contents.............................   Table of
                                                               Contents
Item 17.      General Information and History...............   General
Information
Item 18.      Services......................................   Services
Item 19.      Purchase of Securities Being Offered..........   Purchasing
                                                               a Contract;
                                                               Charges and
                                                               Deductions
                                                               (Part A)
Item 20.      Underwriters..................................   General
                                                               Information/
                                                               Distributor
Item 21.      Calculation of Performance Data...............   Calculation
                                                               of
                                                               Performance
Related
                                                               Information
Item 22.      Annuity Payments..............................   Annuity
                                                               Provisions
Item 23.      Financial Statements..........................   Financial
                                                               Statements


                                    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.


<PAGE>

                                        PART A


<PAGE>



                     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 by  individuals  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)  Plan").  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 a 403(b) Plan should seek  competent
tax advice.

    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  subaccount with in the
Variable  Account are invested in a  corresponding  portfolio as selected by the
Owner from the following choices: the Conservative  Investors Portfolio,  Growth
Investors Portfolio, Growth Portfolio, Quasar Portfolio, Technology Portfolio or
Growth and Income Portfolio of the ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.;
the VIP High Income Portfolio, VIP Growth Portfolio, VIP Money Market Portfolio,
VIP Overseas  Portfolio,  VIP II Asset Manager  Portfolio,  or VIP II Investment
Grade Bond Portfolio of the FIDELITY  INVESTMENTS  VARIABLE  INSURANCE  PRODUCTS
FUNDS; the Zero Coupon  Portfolio of the DREYFUS  VARIABLE  INVESTMENT FUND; the
Worldwide Hard Assets Portfolio or Worldwide Balanced Portfolio,  of the VAN ECK
WORLDWIDE  INSURANCE  TRUST;  the DREYFUS  STOCK INDEX FUND;  or the  Short-Term
Retirement  Portfolio,   Medium-Term   Retirement  Portfolio  or  the  Long-Term
Retirement Portfolio of the TOMORROW FUNDS RETIREMENT TRUST.

    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 May
1, 1997,  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:  Contract  Owner  inquiries  can be made by calling the service
office at 1-800-255-8402.

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.

   
INVESTMENTS IN THESE  CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS  OF, AND ARE NOT
GUARANTEED  OR  ENDORSED  BY,  THE  ADVISER  OF  ANY  BANK  OR  BANK  AFFILIATE.
INVESTMENTS  ARE  NOT  FEDERALLY   INSURED  BY  THE  FEDERAL  DEPOSIT  INSURANCE
CORPORATION,  THE FEDERAL RESERVE BOARD, OR ANY OTHER  GOVERNMENTAL  AGENCY. ANY
INVESTMENT IN THE CONTRACT  INVOLVES  CERTAIN  INVESTMENT RISK WHICH MAY INCLUDE
THE POSSIBLE LOSS OF PRINCIPAL.
    

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

   
                                         Date of Prospectus:     May 1, 1997
    



                                       1
<PAGE>



                                 TABLE CONTENTS
                                                                     PAGE
   
Definitions..............................................
Highlights...............................................
Summary of Expenses......................................
Condensed Financial Information..........................
The Company..................................................
The VariableAccount..................................................
The Funds.....................................................  
    
Charges and Deductions..............................................
Administration of the Contracts.....................................
Rights under the Contracts..........................................
Annuity Period......................................................
Death Benefit.......................................................
Purchasing a Contract...............................................
Contract Value......................................................
Withdrawals.........................................................
Taxes...............................................................
Appendix - General Account Option...................................
Table of Contents of the Statement of Additional Information........




                                       2
<PAGE>




                                   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 is 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 Contract  Owner (or  Annuitant as  applicable)
prior to the Annuity Date.

Contingent  Owner - The  Contingent  Owner,  if any,  must be the  spouse of the
Contract Owner 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.

Contract  Owner - The person  designated as Contract  Owner in the  application,
unless changed.

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

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

Date of Issue - The date when the 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 the
Date of Issue.

General  Account - All of the  Company's  assets  other  than the  assets of the
Variable Account and any other separate accounts of the Company.



                                       3
<PAGE>





Office - The Annuity Service Office of the Company:  c/o Delaware Valley 
Financial  Services, Inc., 300 Berwyn Park, P.O. Box 3031, Berwyn, 
Pennsylvania 19312-0031.

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 A, into which purchase payments will be allocated.




                                       4
<PAGE>





                                   HIGHLIGHTS
Purchase payments for the Contracts will be allocated to a segregated investment
account of the Companywhich  account has been designated Variable Account A (the
"Variable  Account").  The Variable Account invests in shares of the Fund Fundon
page .)

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 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  payment or the Contract  Value.
Premium taxes currently imposed by certain states on the Contracts range from 0%
to 3.5%.  (See "Charges and  Deductions - Deduction for State Premium  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 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.  (See  "Charges and  Deductions - Deduction  for
Mortality and Expense Risk Charge" on page .)

The Company deducts an annual Administrative  Charge, which is currently $30 per
year,  from the  Contract  Value to  reimburse  it for  administrative  expenses
relating to  maintenance of the Contract and the Variable  Account.  The Company
may increase this charge to an amount not to exceed $100 per year. (See "Charges
and Deductions - Deduction for Administrative Charge" on page .)

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

   
   Surrenders and  withdrawals may be taxable and subject to a penalty tax. (See
"Taxes" beginning 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.



                                       5
<PAGE>
<TABLE>
<CAPTION>


                                  FEE TABLE

Owner Transaction Expenses
                                                              All Sub-Accounts
<S>                                                          <C>

Sales Load Imposed on Purchases..........................      None

</TABLE>

Surrender Charge (as a percentage of amount surrendered):
<TABLE>
<CAPTION>

    Single Premium Contracts

   
    <S>                     <C>
    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          None
    and thereafter
</TABLE>

Sales Loan Imposed on Purchases:          None
Deferred Sales Load (as a percentage of amount
surrendered):

Exchange Fee Currently:                        
    First 12 Per Contract Year                         None
    Thereafter                                         $ 10

Annual Contract Fee                                    $ 30

Separate Account Expenses
(as a percentage of average account value)
    Mortality and Expense Risk Fees                   1.25%
    Account Fees and Expenses                         0.15%

Total Separate Account Annual Expenses                1.40%





    
                                       6
<PAGE>
   




                               SUMMARY OF EXPENSES


Annual Fund Expenses After Expense Reimbursements*
<TABLE>
<CAPTION>
                                                Total
                                    Management  Other       Portfolio
Portfolio                           Fee         Expenses    Expenses
<S>                                 <C>        <C>          <C>   

Alliance Conservative Investors     0.30%       0.65%       0.95(1)
Alliance Growth Investors           0.00%       0.95%       0.95%(1)
Alliance Growth                     0.74%       0.19%       0.93%(1)
Alliance Growth and Income          0.63%       0.19%       0.82%(1)
+Alliance Quasar                    0.00%       0.95%       0.95%(1)
+Alliance Technology                0.33%       0.62%       0.95%(1)
Fidelity VIP High Income            0.59%       0.12%       0.71%(4)
Fidelity VIP Growth                 0.61%       0.08%       0.69%(4)
Fidelity VIP Money Market           0.21%       0.09%       0.30%(4)
Fidelity VIP Overseas               0.76%       0.17%       0.93%(4)
Fidelity VIP II Asset Manager       0.64%       0.10%       0.74%(4)
Fidelity VIP II
Investment Grade Bond               0.45%       0.13%       0.58%(4)
+Van Eck Worldwide  Hard Assets     1.00%       0.23%       1.23%(5)
Van Eck Worldwide Balanced          0.00%       0.00%       0.00%(5)
Dreyfus Zero Coupon 2000            0.45%       0.21%       0.66%(3)
Dreyfus Stock Index                 0.245%      0.055%      0.30%(3)
Tomorrow Short-Term Retirement      0.00%       1.50%       1.50%(2)
Tomorrow Medium-Term Retirement     0.00%       1.50%       1.50%(2)
Tomorrow Long-Term Retirement       0.00%       1.50%       1.50%(2)

      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  Contract fee 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 each Fund's Prospectus for further  information.)

      Any premium or other taxes levied by any governmental  entity with respect
to the Contracts  will be charged  against the purchase  payment or the 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 estimated based upon the expenses  outlined under the
section discussing the management of the Fund in each Fund's Prospectus.
<FN>

+The Operating Expenses for the Quasar, Technology and Hard Assets Portfolio set
forth above have been  annualized for those  portfolios  have not been in effect
for a full year.

++ As of May 1, 1997 the Van Eck Gold and Natural  Resources  Portfolio  will no
longer be offered. The Portfolio has been replaced by the Van Eck Worldwide Hard
Assets Fund described in the prospectus.

*Operating  Expenses for the following  Portfolios  before  reimbursement by the
relevant  Fund's  investment  adviser,  for the period ending December 31, 1996,
were as follows:

(1) Alliance  Variable  Product  Series  Funds:  1.40% for Conservative 
Investors;  1.85% for Growth Investors;  0.93%for Growth;  4.44% for Quasar;  
and 1.62% for Technology,  of average daily net assets;

(2) Tomorrow  Retirement  Funds- 19.10% for the Short-Term  Retirement,  
20.86% for the Medium Term Retirement and 40.49% for the Long-Term Retirement, 
of average daily net assets;

(3) Regarding  the Dreyfus  Fund,  the expenses set forth above are the actual 
total  expenses without any expense reimbusement;

(4) With respect to the  Fidelity  VIP and VIP II funds,  the expenses set forth
above are actual total expenses.  However a portion of the brokerage  commission
that certain funds pay was used to reduce fund  expenses.  In addition,  certain
funds have entered into  arrangements  with their  custodian and transfer  agent
wheby interest  earned on univested  cash balances was used to reduce  custodian
and transfer agent  expenses.  Including  thesereductions,  the total  operating
expenses  presented in the table would have been .67% for the Growth  Portfolio,
 .92% for the Overseas Portfolio, and .73% for the Asset Manager Portfolio;

(5) The Van Eck Funds:  2.49% for the  Worldwide  Balance Fund and 1.24% for the
Hard Assets Fund. The fee respecting In addition Van Eck has disclosed that with
respect to the Hard Assets Fund, the Fund directs certain  portfolio trades to a
broker that, in turn pays a portion of the Fund's  operating  expenses.  For the
year ended December 31, 1996, the Fund's  expenses were redueced by $7,290 under
this  arrangement.  The Fund could have  invested the assets used in  connection
with the directed  brokerage  arrangement in an income producing asset if it had
not entered in to such an arrangement.
</FN>
    

</TABLE>



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, 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
        .)


                                       7
<PAGE>




Expenses on a hypothetical $1,000 Single Premuim  policy, assuming 5% growth:


<TABLE>
<CAPTION>

                                            If  you surrender
                                ----------------------------------------------

Portfolios                      1 Year     3 Years     5 Years      10 Years
- -----------                     --------------------------------------------- 
<S>                            <C>        <C>         <C>           <C>    

Alliance Conservative Investors   80         114       149            275
Alliance Growth Investors         80         114       149            275
Alliance Growth                   80         113       148            273
Alliance Growth and Income        79         110       143            262
Alliance Quasar                   80         114       149            275
Alliance Technology               80         114       149            275
Fidelity VIP High Income          78         107       137            250
Fidelity VIP Growth               77         106       136            248
Fidelity VIP Money Market         74         95        117            207
Fidelity VIP Overseas             80         113       148            272
Fidelity VIP II Asset Manager     78         108       139            253
Fidelity VIP II 
Investment Grade Bond             76         103       131            237
Dreyfus Zero Coupon 2000          77         106       135            245
Dreyfus Stock Index               74         95        117            207
Van Eck Worldwide Hard Assets     82         122       163            302
Van Eck Worldwide Balanced        71         86        101            175
Tomorrow Short-Term Retirement    85         130       176            328
Tomorrow Medium-Term Retiremenet  85         130       176            328
Tomorrow Long-Term Retirement     85         130       176            328

</TABLE>






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

                                                        If you annuitize or
                                                    if you do not surrender

Portfolio                      1 Year      3 Years    5 Years   10 Years
- --------
<S>                              <C>       <C>         <C>      <C>   

Alliance Conservative Investors   24          75        129       275
Alliance Growth Investors         24          75        129       275
Alliance Growth                   24          75        128       275
Alliance Growth and Income        23          71        122       258
Alliance Quasar                   24          75        129       275
Alliace Technology                24          75        129       275
Fidelity VIP High Income          22          68        116       250
Fidelity VIP Growth               22          67        115       248
Fidelity VIP Money Market         18          55         95       207
Fidelity VIP Overseas             24          74        127       272
Fidelity VIP II Asset Manager     22          69        118       253
Fidelity VIP II 
Investment Grade Bond             21          64        110       237
Dreyfus Zero Coupon 2000          22          66        114       245
Dreyfus Stock  Index              18          55         95       207
Van Eck Worldwide Hard Assets     27          84        142       302
Van Eck Worldwide Balanced        15          46         80       175
Tomorrow Short-Term Retirement    30          92        156       328
Tomorrow Medium-Term Retiremenet  30          92        156       328
Tomorrow Long-Term Retirement     30          92        156       328
</TABLE>



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


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




                                       8
<PAGE>






           CONDENSED FINANCIAL INFORMATION

               ACCUMULATION UNIT VALUES

<TABLE>
<CAPTION>


                                          1996
                                 --------------------              


                                       9
<PAGE>

<S>                                   <C>
                                   
Alliance Growth & Income
Accumulation Unit Value
        Beginning of  Period                 10.00  
        End of Period                        12.00  
 Accum Units o/s @ end of period         20,637.99  
Alliance Growth Investor
   Accumulation Unit Value
        Beginning of Period                  10.00
        End of Period                        10.52
   Accum Units o/s @ end of period        4,469.09
Alliance Growth
   Accumulation Unit Value
        Beginning of Period                  10.00
        End of Period                        11.32
   Accum Units o/s @ end of period       13,718.81
Alliance Technology
   Accumulation UnitValue
        Beginning of Period                  10.00
        End of Period                         9.80
   Accum Units o/s @ end of  period       3,209.81
Alliance Quasar
   Accumulation Unit Value
        Beginning of Period                  10.00
        End of Period                        10.31
   Accum Units o/s @ end of period          674.25
Fidelity Money Market
   Accumulation Unit Value
        Beginning of Period                  10.00
        End of Period                        10.25
   Accum Units o/s @ end of period      113,781.59
Fidelity Asset Manager
   Accumulation Unit Value
        Beginning of  Period                 10.00
        End of Period                        10.87
   Accum Units o/s @ end of period        8,370.63
Fidelity Growth
   Accumulation Unit Value
        Beginning of Period                  10.00
        End of Period                        10.07
   Accum Units o/s @ end of period       23,774.76
Fidelity High Income
   Accumulation Unit Value
        Beginning of Period                  10.00
        End of Period                        10.67
   Accum Units o/s @ end of  period       8,506.22
Fidelity Inv. Grade Bond
   Accumulation Unit Value
        Beginning of Period                  10.00
        End of Period                        10.48
   Accum Units o/s @ end of period        2,615.29
Fidelity Overseas
   Accumulation Unit   Value
        Beginning of Period                  10.00
        End of Period                        10.71
   Accum Units o/s @ end of   period     10,640.99
*Van Eck Gold and Nat. Res.
   Accumulation Unit Value
        Beginning of Period                  10.00
        End of Period                        10.78
   Accum Units o/s @ end of  period       4,646.11
Van Eck World Wide Bal.
   Accumulation Unit Value
        Beginning of Period                  10.00
        End of Period                        10.73
   Accum Units o/s @ end of period        5,572.84
Dreyfus StockIndex
   Accumulation Unit Value
        Beginning of Period                  10.00
        End of Period                        11.21
   Accum Units o/s @ end of period       17,836.33
Dreyfus Zero Coupon
   Accumulation Unit Value
        Beginning of Period                  10.00
        End of Period                        10.32
   Accum Units o/s @ end of period        6,176.80
Tomorrow Short Term
   Accumulation Unit Value
        Beginning of Period                  10.00
        End of Period                        10.70
   Accum Units o/s @ end of period       15,744.76
Tomorrow Medium Term
   Accumulation Unit Value
        Beginning of Period                 10.00
        End of Period                       10.78
   Accum Units o/s @ end of period       6,084.92
Tomorrow Long-Term
   Accumulation Unit Value        
        Beginning of Period                 10.00
        End of Period                       10.84
   Accum Units o/s @ end of period       1,852.96


- -------------------------------
<FN>
*Effective May 1, 1997 the Van Eck Gold and Natural Resources Portfolio
will no longer be offered as an investment option.  The Portfolio will 
be replaced by the Van Eck Worldwide Hard Assets Portfolio, which is described
in this Prospectus.
</FN>
</TABLE>




                                       10
<PAGE>




Funds were first invested in the Portfolios as listed below:

   
<TABLE>
     <S>                                <C>    
     
      Alliance  Growth and Income         January 14, 1991 
      Alliance  Growth  Investors         October 28, 1994
      Alliance Growth                     September 15, 1994 
      Alliance  Conservative
      Investors                           October   28,  1994 
      Alliance  Quasar                    August  15,1996  
      Alliance  Technology                January  22,1996  
      Fidelity  High  Income              September  19,  1985
      Fidelity  Growth                    October  9, 1986 
      Fidelity  Money  Market             April 1, 1982
      Fidelity  Overseas                  January 28, 1987 
      Fidelity  Asset Manager             September 9, 1989 
      Fidelity  Investment  
      Grade  Bond                         December 5, 1988 
      Dreyfus Zero Coupon 2000            September  29,  1989  
      Dreyfus  Stock  Index               August 31, 1990          
      Van Eck Gold and Natural Res.       September 1, 1989 
      Van Eck Worldwide Balance           December  23, 1994    
      Tomorrow Short-Term  Retirement     April 1, 1996  
      Tomorrow Medium-Term  Retirement    April 1, 1996 
      Tomorrow Long-Term Retirement       April 1, 1996     

</TABLE>

      



                                       11
<PAGE>



                         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 30-day period ended on the date of the most recent
      balance sheet of the Company included in its registration  statement.  The
      yield is determined by dividing the net investment income per Accumulation
      Unit earned  during the period by the maximum  offering  price per 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
      7-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 charge, and is therefore lower than the total return at
      the 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 the 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.


                                       12
<PAGE>

      Financial Data

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

                                   THE COMPANY
   
             The Company") is a stock life insurance company 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. 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 Variable Account A which are
      not described in this Prospectus.

   
            The Variable Account is divided into  Sub-accounts,  with the assets
      of each  Sub-account  invested 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.
    



                                       13
<PAGE>


   
                                    THE FUNDS

            Alliance Funds,  Fidelity Funds,  Dreyfus Funds,  Van Eck Funds, and
      Tomorrow Funds  (collectively,  the "Funds") are each  registered with the
      SEC as a diversified open-end management investment company under the 1940
      Act. Each includes  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 qualified 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.

    
      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.

   
      Technology Portfolio

            This  portfolio  seeks  growth  of  capital  through  investment  in
      companies expected to benefit from advances in technology.  The Technology
      portfolio invests principally in a diversified  portfolio of securities of
      companies  which use technology  extensively in the  development of new or
      improved products or processes.

      Quasar Portfolio

            This    portfolio    seeks    growth   of   capital   by    pursuing
      aggressive  investment policies. The Portfolio  invests  principally in a 
      diversified  portfolio of equity securities  of any company and  industry 
      and in any type of security  which is believed to offer possibilities for 
      capital appreciation.
    

            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.

  


                                       14
<PAGE>

    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

   
      VIP Growth Portfolio
    

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

   
      VIP 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
      the  potential  for growth of  capital.  The  potential  for high yield is
      accompanied  by a  higher  risk.  For a more  detailed  discussion  of the
      investment  risks  associated  with such  securities,  please refer to the
      relevant Fund's attached prospectus.

                                       15
<PAGE>

   
      VIP Overseas Portfolio
    

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

   
      VIP 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.

   
      VIP II 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.

   
      VIP II 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 FMR 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.

   
      *Worldwide Hard Assets   Fund

            This Portfolio seeks long-term capital  appreciation by investing in
      equity and debt securities of companies engaged to a significant extent in
      the exploration, development,  production,and distribution of (1) precious
      metals;  (2) ferrous and  non-ferrous  metals;(3)  oil and gas; (4) forest
      products; (5) real estate; and (6) other basic non-agricultual commodities
      (collectively,  " Hard Assets"). 
    
      * As of May 1, 1997 the Van Eck Gold and Natural Resources Portfolio 
      is no longer being offered. The Portfolio will be replaced by the Van Eck
      Worldwide Hard Assets Fund described above.

            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 Worldwide Hard
      Assets  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.
    

      TOMORROW FUNDS RETIREMENT TRUST

      Short-Term Retirement Fund

            This portfolio  seeks to satisfy the  retirement  goals of investors
      who are  currently  between  51 and 65 years  of age and  with an  average
      remaining life expectancy in the range of 20-30 years.

      Medium-Term Retirement Fund

            This portfolio  seeks to satisfy the  retirement  goals of investors
      who are  currently  between  36 and 50 years  of age and  with an  average
      remaining life expectancy in the range of 35-50 years.

      Long-Term Retirement Fund

            This portfolio  seeks to satisfy the  retirement  goals of investors
      who are  currently  between  22 and 35 years  of age and  with an  average
      remaining life expectancy in the range of 50 years or more.

            Each Tomorrow Funds portfolio invests its assets, in varying amonts,
      in equity and  fixed-income  securities of all types. The amount of assets
      allocated to equity securities is currently invested,  in varying amounts,
      among large capitalization  stocks,  medium  capitalization  stocks, small
      capitalization  stocks and, indirectly through other investment companies,
      foreign securities.  Typically,  the longer the average life expectancy of
      the target class of investors in a Tomorrow Funds  portfolio,  the greater
      the  allocation  of assets of that  portfolio  to  securities  with higher
      growth   potential  and,   correspondingly,   more  risk,  such  as  small
      capitalization stocks. Conversely, the shorter the average life expectancy
      of the target  class of  investors  in a  Tomorrow  Funds  portfolio,  the
      greater the emphasis on current income and capital  preservation of assets
      and, therefore,  the greater the allocation of assets of that portfolio to
      fixed-income  securities.  Each Tomorrow  Funds  portfolio will be managed
      more  conservatively  as the average age of its target  class of investors
      increases.

            Weiss,  Peck &  Greer,  L.L.C.  is the  investment  adviser  for the
      Tomorrow Funds  portfolios.  Tomorrow 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 assesed
      by the Tomorrow Funds,  are contained in the  prospectuses of the Tomorrow
      Funds, included with this Prospectus.

      THERE IS NO ASSURANCE THAT THE INVESTMENT OBJECTIVE OF THE PORTFOLIOS WILL
      BE MET.

                                       16
<PAGE>

            The shares of Alliance  Funds,  Fidelity  Funds,  Dreyfus Fund,  the
      Dreyfus Stock Index Fund, the Tomorrow  Funds,  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 fund.  Although
      neither we nor Alliance Funds,  Fidelity Funds,  Dreyfus Fund, the Dreyfus
      Stock Index Fund, the Tomorrow Funds, 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.
    

      Voting Rights
   
            The  Fund  does 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  Contract  Owners and those
      shares which it owns in the same  proportion  as it votes shares for which
      it has received instructions from Contract Owners.
    

                                       17
<PAGE>

            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 the 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 Contract
      Owner before the Annuity Date or the death of the  Annuitant  (or Contract
      Owner,  as  applicable),  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.

            Shares  of the  Funds are sold  only to  separate  accounts  of life
      insurance  companies.  The  shares of the Funds  will be sold to  separate
      accounts of the Company,  its affiliate,  AIG Life  Insurance  Company and
      unaffiliated  life insurance  companies to fund variable annuity contracts
      and/or variable life insurance  policies.  It is conceivable  that, in the
      future,  it may be  disadvantageous  for variable life insurance  separate
      accounts  and  variable  annuity  separate  accounts to invest in the Fund
      simultaneously.  Although  neither  the  Company  nor the  Fund  currently
      foresees  any  such  disadvantages,  either  to  variable  life  insurance
      policyowners or to variable annuity  Contract Owners,  the Fund's Board of
      Directors   will  monitor   events  in  order  to  identify  any  material
      irreconcilable  conflicts  which may possibly  arise and to determine what
      action,  if any,  should  be  taken in  response  thereto.  If a  material
      irreconcilable  conflict were to occur,  the relevant  participating  life
      insurance companies will under their agreements governing participation in
      the Funds take whatever steps are necessary,  at their expense,  to remedy
      or eliminate the irreconcilable material conflict. If such a conflict were
      to occur, one or more insurance  company separate  accounts might withdraw
      its investments in a Fund. This might force the Fund to sell securities at
      disadvantageous prices.

      Substitution Of Shares
            If the shares of the Fund (or any Portfolio  within the Fund) should
      no longer be available for  investment  by the Variable  Account or if, in
      the  judgment of the Company,  further  investment  in such shares  should
      become inappropriate in view of the purpose of the Contracts,  the Company
      may  substitute  shares of another  mutual fund (or  Portfolio  within the
      Fund) for Fund shares  already  purchased or to be purchased in the future
      by purchase  payments under the Contracts.  No  substitution of securities
      may take place without any required  prior  approval of the Securities and
      Exchange Commission and under such requirements as it may impose.

      Allocation Of Purchase Payment to Sub-accounts
            The purchase payment is allocated to the Sub-account(s)  selected by
      the Contract  Owner in the  application  except that in those states which
      require  the  Company  to pay a premium  tax 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 fifteen (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.

                                       18
<PAGE>

      Transfer Of Contract Values

            Before the Annuity Date, the Contract 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;

  (c) the Company  may reject any more than  twelve (12)  transfer
  requests per Contract Year; and

  (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 authorization is available to a Contract Owner
      only by prior  election.  A Contract Owner must  complete,  sign, and file
      with the Company a Telephone Transfer Authorization Form for each Contract
      owned.  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:

   
      Deduction for State Premium Taxes
    
            Any premium or other taxes  levied by any  governmental  entity with
      respect to the Contracts will be charged  against the purchase  payment or
      the 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.


                                       19
<PAGE>


      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 the 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 Contract  Owner should elect a payment option not based on a life
      contingency,  the Mortality and Expense Risk Charge is still  deducted but
      the Contract 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:
<TABLE>
<CAPTION>

                                                  APPLICABLE DEFERRED
         CONTRACT YEAR                            SALES CHARGE PERCENTAGE
          <S>                                           <C>   
            1                                               6%
            2                                               5%
            3                                               4%
            4                                               3%
            5                                               2%
            6                                               1%
            7 and thereafter                                0%
</TABLE>

         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 qualifyas a 403 (b) 
      Plan or IRA. (See "Taxes - 403(b) Plans" on page     .)
    

                                       20
<PAGE>
      

   DEDUCTION FOR ADMINISTRATIVE CHARGE
         The Company deducts an annual Administrative Charge, which is currently
      $30 per year,  from the  Contract  Value to  reimburse it for the costs it
      incurs  relating to maintenance of the Contract and the Variable  Account.
      The Company may  increase  this charge to an amount not to exceed $100 per
      year. The  Administrative  Charge is designed to reimburse the Company for
      the costs it incurs  relating to the  maintenance  of the Contract and the
      Variable Account.

         Prior to the Annuity Date, the  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 Administrative  Charge from the Contract Value for
      the fraction of the Contract Year preceding the Annuity Date.

         This  charge  is  also  deducted  in  full  on the  date  of any  total
      withdrawal.  The 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,  this  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

   
         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.  Surrenders and withdrawals may be taxable and subject to a penalty
      tax. (See "Taxes" beginning on page ____.)
    

      OTHER EXPENSES
         There are  deductions  from and expenses  paid out of the assets of the
      Fund which are described in the accompanying Prospectus for the Fund.


                         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 Owner's records.  DVFS serves as
      the  administrator  to  various  insurance   companies  offering  variable
      contracts .


                           RIGHTS UNDER THE CONTRACTS
         The Contract  Owner has all rights and may receive all  benefits  under
      the Contract.  The Contract 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 Contract Owner
      shall be one in the same person unless otherwise provided for. In the case
      of Contracts  issued in connection with an IRA, the Contract Owner must be
      the Annuitant.

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

         The  Contract  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  Contract  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.  In as much as an  assignment or change of ownership may be a
      taxable  event,  Contract  Owners  should  consult  competent tax advisers
      should they wish to assign their Contracts.

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

                                       21
<PAGE>


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

         The Contract  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 or sex 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 Contract 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.

   
            In addition,  for IRA and 403(b) Plan Contracts,  certain provisions
      of your retirement plan or the Code may further restrict your choice of 
      an Annuity Date.  (See "Taxes - 403(b) Plans" on page       , and 
      "Taxes Individual Retirement Annuities" on page   .)
    

      Annuity Options
         The Contract  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 Contract Owner elects annuity  payments which are based on the
      Variable  Account,  the  amount  of the  payments  will be  variable.  The
      Contract  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 Funds - Transfer of Contract Values" on page
      .)

         If the Contract 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
         thelifetime 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 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.



                                       22
<PAGE>



                                  DEATH BENEFIT

      Death Benefit
         If the Annuitant (or Contract  Owner,  if  applicable)  dies before the
      Annuity Date, the Company will pay a death benefit equal to the greater of
      the purchase payment paid less partial withdrawals or the Contract Value.

         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.  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 Contract Owner
         If a Contract 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,  the
      Beneficiary  or may elect to  accelerate  these  payments.  Any  method of
      acceleration chosen must be approved by the Company.

         If the Contract 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 Contract 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 "Alliance  Variable  Products Series Fund, Inc. -
      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  purchaser  specifically
      consents to the Company's  retaining  them until the  application  is made
      complete.

      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  not to exceed  3.5% of purchase  payments  will be paid to
      entities  which sell the  Contracts.  In addition,  expense  reimbursement
      allowances may be paid. Additional payments may be made for other services
      not directly related to the sale of the Contracts.

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

                                       24
<PAGE>


                                 CONTRACT VALUE
         The  Contract  Value  is  the  sum  of the  value  of  all  Sub-account
      Accumulation  Units  attributable  to  the  Contract.   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 Contract  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;  (c) any  applicable  Deferred  Sales
         Charge will be deducted;
         (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.
   
      Withdrawals (including systematic withdrawals discussed below)  may  be
      taxable  and  subject  to a  penalty  tax.  (See  "Taxes"  beginning  on  
      Page      .)
      
    
      Systematic Withdrawal Program
          During the Accumulation  Period a Contract 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
      Contract Owner may not elect to participate in such program until the next
      Contract Anniversary.

         A  Contract  Owner may  change  once per  calendar  year the  amount or
      frequency subject to be withdrawn on a systematic basis.

         The 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  Contract  Owner  is  receiving   systematic
      withdrawals.  A Contract  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
      Contract Owner to adverse tax  consequences,  including a 10% tax penalty.
      (See  "Taxes -  Taxation  of  Annuities  in  General"  on page  ____ for a
      discussion of the tax consequences of withdrawals.)

      Total Withdrawal
   
         The Contract 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  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  and  Appendix-
      "General Account Option".)
    

      Payment of Withdrawals
         Any  Contract  Values  withdrawn  will be sent to the  Contract  Owners
      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 Contract 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 .)

                                       25
<PAGE>


                                      TAXES
      Introduction
   
         The  Contracts  are  designed  for  use by  individuals  to  accumulate
      Contract  Values with retirement  plans which,  except for IRAs and 403(b)
      Plans,  are  generally not  tax-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 Contract Owner, Annuitant or
      Beneficiary  depend  on the  Company's  tax  status  and  upon the tax and
      employment status of the individual  concerned.  Accordingly,  each person
      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
      Contract  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 .)

         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  on full  surrender  of the
         Contract,  the  recipient  is taxed on the portion of the payment  that
         exceeds the investment in the contract. The taxable portion is taxed as
         ordinary income.

              If the recipient  receives annuity payments rather than a lump sum
         payment,  a portion of the payment is  included in taxable  income when
         received.  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  recipient  is able to exclude a portion of the  payments  received
         from  taxable  income  until the  investment  in the  Contract is fully
         recovered.  Annuity  payments are fully taxable after the investment in
         the Contract is recovered.  If the recipient dies before the investment
         in the  Contract  is  recovered,  the  recipient's  estate is allowed a
         deduction for the remainder.
    


                                       26
<PAGE>

         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  Contract  Owner (or where  the  Contract  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.

   
          Generation Skipping Transfer Tax

          A transfer of the Contract or the designation of a beneficiary who is 
          either 37 1/2 years younger than the Contract Owner or a grandchild
          of the Contract Owner may have Generation Skipping Transfer Tax 
          consequences.
    


         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  Contract  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  Contract  Owner's
         death;  and (ii) if a Contract  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. The designated  beneficiary is
         the person to whom ownership of the contract passes by reason of death,
         and must be a natural  person.  If the Beneficiary is the spouse of the
         Contract Owner, the Contract may be continued  unchanged in the name of
         the spouse as Contract Owner.
    

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


                                       27
<PAGE>

         Section 1035 Exchanges
   
              Code Section 1035 generally provides that no gain or loss shall be
         recognized on the exchange of an annuity  contract for another  annuity
         contract  unless  money  is  distributed  as  part of the  exchange.  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
         purchasers  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 policy 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 policy 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. Contract Owners should consult a tax adviser
         before purchasing more than one Contract or other annuity contracts.

   
          Withholding

         The Company is required to withhold Federal income taxes on 
         withdrawals, lump sum distributions, and annuity payments that include
         taxable income unless the payee elects to not have  any withholding or
         in certain other circumstances.  Special withholding rules apply to
         payments made to non-resident aliens.

         Lump-Sum Distribution or Withdrawal                                    
         The Company is required to withhold 10% of the taxable portion of  
         any withdrawal or lump sum  distribution  unless you elect out of  
         withholding.                                                        
         
         Annuity Payments                                                       
         The  Company  will  withhold  on the  taxable  portion of annuity      
         payments  based on a  withholding  certificate  you file with the      
         Company.  If you do not file a certificate,  you will be treated,      
         for purposes of determining your withholding  rates, as a married      
         person with three exemptions.                                          
         
             You are liable for  payment  of  Federal  income  taxes on the     
          taxable  portion  of any  withdrawal,  distribution,  or  annuity     
          payment.  You may be subject to penalties under the estimated tax     
          rules if your  withholding  and  estimated  tax  payments are not     
          sufficient.                                                           
         

                                       28
<PAGE>

      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
      Contract 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 Contract 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.
   
      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  Contract 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 Contract
      Owner's separately qualified 401 retirement plan. Distributions from a 401
      qualified plan or 403(b) 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, 
      403(b) Plan or an IRA.  
      
     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 tax if the recipient is under age 59 1/2(unless another exception
      applies under Code Section 72(t)).  A prospective Contract Owner         
      considering use of the Contract in this manner should consult a competent
      tax advisor with regard to the suitability of the Contract of this purpose
      and  for   information   concerning  the  provisions  of  the  Code     
      applicable to qualified plans, 403(b) Plans, and IRAs.                   
      
    
    



                                       29
<PAGE>

      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.  In  addition,
      distributions from an IRA may rolled over to another IRA, provided certain
      conditions  are met.  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.  Contracts offered by this Prospectus in connection with
      an IRA offered by this Prospectus are not available in all states.
    

      403(b) Plans
   
         Code Section  403(b)(11)  imposes  certain  restrictions  on a Contract
      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
      Contract 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,   403(b)   Plans  are  subject  to   additional
      requirements,  including:  eligibility,  limits on contributions,  minimum
      distributions,   and  nondiscrimination  requirements  applicable  to  the
      employer.  Owners and their  employers are responsible for compliance with
      these rules. Contracts offered in connection with a 403(b) Plan offered by
      this Prospectus are not available in all states.
    
                             LEGAL PROCCEDINGS

           The  Company  knows  of no legal  proceeding  pending  to  which  the
      Variable Account is a party or which would materially  affect the Variable
      Account.
   
      Legal matters  relating to the federal  securities laws in connection with
      the  Contracts  described  herein are being passed upon by the law firm of
      Jorden, Burt, Berenson & Johnson LLP, Washington D.C. .
    





                                      A-1
<PAGE>





                                    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 Fund. - 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  (Fund. - 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.



                                      A-2
<PAGE>

         The 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 .)




                                      A-3
<PAGE>

      TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
<TABLE>
<CAPTION>



                                                                         Page
 
<S>                                                                       <C>
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...............................................

</TABLE>

<PAGE>


- ------------------------------------------------------------------------------
                                    PART B
- ------------------------------------------------------------------------------


<PAGE>

                                  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 VARIABLE  ANNUITY
CONTRACTS WHICH ARE REFERRED TO HEREIN.

   
        THE  PROSPECTUS  CONCISELY SETS FORTH  INFORMATION  THAT A PROSPECTIVE
INVESTOR OUGHT TO KNOW BEFORE  INVESTING.  FOR A COPY OF THE PROSPECTUS  DATED
May 1, 1997 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:     May 1, 1997
    



                                      B-2
<PAGE>



                        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.........................................



                                      B-3
<PAGE>



                            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.

Independent Accountants
        The audited  financial  statements of the Company and Variable Account A
have  been  audited  by  Coopers  and  Lybrand,   independent  certified  public
accountants, whose offices are located in Philadelphia, Pennsylvania.

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, Washington,D.C.

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 ofwere  retained
by the Distributor in the amount of $20,363.

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  will be for the
seven days ended on the date of the most recent  balance  sheet of the  Variable
Account  included  in the  registration  statement,  and  will  be  computed  by
determining  the net change,  exclusive  of capital  changes,  in the value of a
hypothetical  preexisting  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 Contract 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 will be
for the seven days ended on the date of the mostrecent  balance  sheet 
of the  Variable  Account  included  in the  registration statement
and will be 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  preexisting 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 Contract
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 Contract 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  requested  withdrawal  amount,  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.

        B.  Total Return Quotations

   The total return  quotations for all 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 the date of the most  recent  balance
sheet of the Variable Account 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:

                      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 Contract  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.

   
Annualized total return for certain  Sub-accounts as of December 31,1996 were as
follows:
<TABLE>
<CAPTION>

                             One Year      Three Years   Inception to Date
<S>                            <C>               <C>      <C>

ALLIANCE
Conservative Investors          -4.26%           N/A              5.99%
Growth Investors                 1.20%           N/A             9.09%
Growth                          21.23%           N/A            27.09%
Growth and Income               16.88%          16.25%          11.50%
Quasar                          N/A               N/A           -2.50%
Technology                      N/A               N/A            -1.69%
DREYFUS
Stock Index                     15.36%            16.04%            11.86%
Zero Coupon 2000                -4.75%             3.67%             9.37%
FIDELITY
Asset Manager                   7.49%              5.33%           10.10%
Growth                          6.74%             12.88%           13.11%
Overseas                        6.12%              5.45%            6.35%
Investment Grade Bond          -3.76%              2.56%            6.64%
High Income                     6.06%              7.71%           10.34%
Money Market                   -1.21%              3.79%            5.73%
TOMORROW FUNDS
Long-Term                       N/A                N/A                2.67%
Medium-Term                     N/A                N/A                1.95%
Short-Term                      N/A                N/A                1.63%
VAN ECK
(1)Gold & Natural Resources    10.94%             5.02%               6.70%
Worldwide Balanced                4.61%             N/A                2.26%
<FN>

(1)  Effective May 1, 1997 the Gold and Natural Resources portfolios will no
longer be offered.  The Portfolio is being replaced with the Van Eck Worldwide
Hard Assets Fund. 
</FN>

</TABLE>

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

<TABLE>
<CAPTION>
                                                        
     <S>                                <C>                    
                                                               
      Alliance  Growth and Income         January 14, 1991     
      Alliance  Growth  Investors         October 28, 1994     
      Alliance Growth                     September 15, 1994   
      Alliance  Conservative                                   
      Investors                           October   28,  1994  
      Alliance  Quasar                    August  15,1996      
      Alliance      Technology            January  22,1996     
      Fidelity  High  Income              September  19,  1985 
      Fidelity  Growth                    October  9, 1986     
      Fidelity  Money  Market             April 1, 1982        
      Fidelity  Overseas                  January 28, 1987     
      Fidelity  Asset Manager             September 9, 1989    
      Fidelity  Investment                                     
      Grade  Bond                         December 5, 1988     
      Dreyfus Zero Coupon 2000            September  29,  1989 
      Dreyfus  Stock  Index               August 31, 1990      
      Van Eck Gold and Natural Res.       September 1, 1989    
      Van Eck Worldwide Balance           December  23, 1994   
      Tomorrow Short-Term  Retirement     April 1, 1996        
      Tomorrow Medium-Term  Retirement    April 1, 1996        
      Tomorrow Long-Term Retirement       April 1, 1996        
</TABLE>

                                                               
                                                               

   C. Yield Quotations for the Short-Term  Multi-Market,  U.S. Government/High
Grade Securities and Global Bond Sub-accounts

   The yield quotations for the Short-Term  Multi-Market,  U.S.  Government/High
Grade  Securities and Global Bond  Sub-accounts  will be based on the thirty-day
period  ended on the  date of the  most  recent  balance  sheet of the  Variable
Account included in the registration statement, and are computed by dividing the
net  investment  income per  Accumulation  Unit earned  during the period  bythe
maximum offering price per unit 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  of the Fund  attributable  to  shares
                owned by the 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  offering  price per  Accumulation  Unit on
                    the last day of the period.


        For  the   purposes  of  the  yield   quotations   for  the   Short-Term
Multi-Market,   U.S.   Government/High   Grade   Securities   and  Global   Bond
Sub-accounts, the calculations take into effect all fees that are charged to all
Contract  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 ranging up to 6% of the requested  withdrawal  amount,  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)  There  is
currently a transfer  charge of $10 per  transfer  after a  specified  number of
transfers in each Contract Year. (See "Alliance  Variable  Products Series Fund,
Inc. - Transfer of Contract Values" on page of the Prospectus)




   D.   Non- Standardized Performance Data

        1.      Total Return Quotations
        The total return  quotations  for all 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 the date of the most recent balance
sheet of the Variable Account 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:


                            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 Contract  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, 1996, were as follows:
<TABLE>
<CAPTION>


                              One Year       Three Years       Inception to
                                                                Date
<S>                           <C>            <C>               <C>    

Conservative Investors           1.20%          N/A               7.60%
Growth Investors                 6.66%          N/A             10.64%
Growth                          26.69%          N/A             28.29%
Growth and Income               22.34%        17.17%            11.62%
Quasar                           N/A           N/A               2.96%
Technology                       N/A           N/A               3.77% 
DREYFUS
Stock Index                     20.82%         16.96%            11.89%
Zero Coupon 2000                0.71%           4.83%             9.41%
FIDELITY
Asset Manager                   12.95%         6.45%             10.14%
Growth                          12.20%        13.86%            13.13%
Overseas                        11.58%         6.57%             6.38%
Investment Grade Bond           1.70%          3.75%             6.69%
High Income                    11.52%          8.78%            10.36%
Money Market                    4.25%          4.94%             5.76%
TOMORROW FUNDS
Long-Term                        N/A           N/A               8.13%
Medium-Term                      N/A           N/A               7.41%
Short-Term                       N/A           N/A               7.09%
VAN ECK
Gold & Natural Resources       16.40%         6.15%              6.74%
Worldwide Balanced             10.07%          N/A               4.07%

<FN>
(1)  Effective May 1, 1997 the Gold and Natural Resources portfolios will no
longer be offered.  The Portfolio is being replaced with the Van Eck Worldwide
Hard Assets Fund. 
</FN>
</TABLE>

    
        2.                    Tax Deferred Accumulation

   In  reports  or  other  communications  to You  or in  advertising  or  sales
materials, the Company may also describe the effects of tax-deferred compounding
on the separate account's  investment returns or upon returns in general.  These
effects may be  illustrated  in charts or graphs and may include  comparisons at
various  points  in time of  returns  under  the  Contract  or in  general  on a
tax-deferred basis with the returns on a taxable basis.
Different tax rates may be assumed.

   In general,  individuals who own annuity  contracts are not taxed on inreases
in the value under the annuity  contract until some form of distribution is made
from the  contract.  Thus,  the annuity  contract will benefit from tax deferral
during  the  accumulation  period,  which  generally  will  have the  effect  of
permitting  an  investment  in an annuity  contract to grow more  rapidly than a
comparable  investment  under  which  increases  in value are taxed on a current
basis.  The chart  shows  accumulations  on an initial  investment  or  Purchase
Payment of $25,000,  assuming hypothetical gross annual return of 0%, 4% and 8%,
compounded  annually,  and a tax rate of 31%.  The values  shown for the taxable
investment do not include any deduction for  management  fees or other  expenses
but assume that taxes are deducted annually from investment returns.  The values
shown for the variable  annuity  reflect the deduction of  contractual  expenses
such as the mortality and expense risk charge,  the  Administrative  Fee and the
Annual Fee, but not the expenses of an underlying  investment  vehicle,  such as
the Fund. In addition, these values assume that the Owner does not surrender the
Contract or make any  withdrawals  until the end of the period shown.  The chart
assumes a full withdrawal, at the end of the period shown, of all contract value
and the payment of taxes at the 31% rate on the amount in excess of the Purchase
Payment.

   The rates of return  illustrated are  hypothetical and are not an estimate or
guaranty of performance.  Actual tax rates may vary for different taxpayers from
that  illustrated  and withdrawals by Owners who have not reached age 59 1/2 may
be subject to a tax penalty of 10%.




                              [INSERT CHART]


<PAGE>


Delay of Payments
        Any  payments  due under the  Contracts  will  generally  be sent to the
Contract  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
   A Contract  Owner may deposit prior to the Annuity  Date,  all or part of his
Contract  Value  into  either  the  Money  Market  or  Short-Term   Multi-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
Contract 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.

   A Contract 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  "Alliance  Variable  Products Series Fund, Inc. - Transfer of
Contract Values" on page 12 of the Prospectus,  except that the Company will not
deem the election of the Automatic Dollar Cost Averaging option to count towards
a Contract Owner's twelve (12) free transfers.



<PAGE>



              METHOD OF  DETERMINING  CONTRACT  VALUES The  Contract  Value will
        fluctuate in accordance with the
investment  results of the  underlying  Portfolios  of the Fund held  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  of the Fund 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) in California  and New York only,  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 or sex 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
Contract  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 Contract 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
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 Fund 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 Fund
   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 by the Fund held in the  Sub-account 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 Fund
   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.

        (c)        is  the   percentage   factor   representing   the
   Mortality and Expense Risk 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 Period.

Additional Provisions
        The Company may require proof of the age or sex of the Annuitant  before
making any life annuity payment provided for by the Contract.  If the age or sex
of the Annuitant has been  misstated the Company will compute the amount payable
based  on  the  correct  age  or  sex.  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  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  should be  considered  only as bearing upon the ability of the
Company to meet its obligations under the Contracts.



<PAGE>


                                      F-1
<PAGE>



                      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, 1996, 1995 AND 1994
















                                      F-2
<PAGE>



                         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, 1996 and 1995,  and the related
statements of income,  stockholders' equity and cash flows for each of the three
years in the period ended December 31, 1996. 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, 1996 and 1995, and the results
of its  operations  and its cash flows for each of the three years in the period
ended  December 31, 1996,  in  conformity  with  generally  accepted  accounting
principles.



COOPERS & LYBRAND L.L.P.



2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 22, 1997




                                      F-3
<PAGE>




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


<TABLE>
<CAPTION>

                                                         December 31,
                                                         -------------

                                                       1996             1995

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

<S>                                               <C>            <C>   

Assets

Investments and cash:
     Fixed maturities:
        Bonds available for sale, at market value  $  4,636,022$  4,434,329
        (cost: 1996-$4,456,608: 1995 - $4,139,170)
     Equity securities:
         Common stock
         (cost: 1996-$19,800: 1995 - $16,613)         33,099         24,365
         Non-redeemable preferred stocks
         (cost: 1996-$649; 1995 - $4,564)                590          4,570
Mortgage loans on real estate, net                   513,470        448,700
Real estate, net of accumulated
 depreciation of $6,046 in 1996; and $5,269 in 1995   26,227         27,000
Policy loans                                          11,063         10,991
Other invested assets                                 65,744         69,360
Short -term investments                               60,333        104,048
Cash                                                   1,726          1,105
                                               ------------- --------------

   Total investments and cash                      5,348,274      5,124,468


Amounts due from related parties                       4,277            973
Investment income due and accrued                     77,433         74,355
Premium and insurance balances receivable-net         13,617         13,289
Reinsurance assets                                    25,211         22,552
Deferred policy acquisition cost                      35,754         31,225
Separate and variable accounts                       153,678         68,151
Other assets                                           2,591         16,814
                                              -----------------------------

                        Total assets            $  5,660,835   $  5,351,827
                                                 ===========    ===========

</TABLE>

                  See accompanying notes to financial statements.





                                      F-4
<PAGE>











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

<TABLE>
<CAPTION>
                                                           December 31,

                                                         1996           1995

                                                 --------------    ----------
<S>                                             <C>             <C>
Liabilities

  Policyholders' funds on deposit                $ 3,308,208     $ 3,060,581
  Future policy benefits                           1,588,563       1,561,760
  Reserve for unearned premiums                        8,167          10,808
  Policy and contract claims                          44,173          37,201
  Reserve for commissions, expenses and taxes          4,905           4,433
  Insurance balances payable                           7,981           7,771
  Federal income tax payable                           3,758           3,477
  Deferred income taxes                               43,445          62,325
  Amounts due to related parties                       5,227           5,260
  Separate and variable accounts                     153,678          68,151
  Other liabilities                                   22,588          23,553
                                               -------------   -------------
                        Total liabilities          5,190,693       4,845,320
                                                 ------------    -----------


  Commitments and contingencies (See Note 6)

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 appreciation (depreciation) of 
  investments, net of future policy benefits 
  and taxes of $72,979 in 1996 and
  $82,352 in 1995;                                   135,524         153,086
  Retained earnings                                  134,368         153,171
                                                ------------   -------------

                      Total stockholders' equity     470,142         506,507
                                                 -----------    ------------
Total liabilities and stockholders' equity       $ 5,660,835     $ 5,351,827
                                                  ==========      ==========
</TABLE>


                  See accompanying notes to financial statements.






                                      F-5
<PAGE>

<TABLE>
<CAPTION>




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


                                               Years  ended  December 31,

                                          1996            1995             1994
                                      ------------    ------------     --------
<S>                                <C>              <C>            <C>

Revenues:
  Premiums                          $ 149,472      $     84,357    $    71,826
  Net investment income               401,647           386,680        335,510
  Realized capital gains                  610             1,436          1,932
                                 ------------     -------------    -----------


               Total revenues         551,729           472,473        409,268
                                    ---------       -----------      ---------


Benefits and expenses:
  Benefits to policyholders           163,377           167,319        163,585
  Increase in future policy benefits
  and policyholders' funds on deposit 284,936           209,512        165,291
  Acquisition and insurance expenses   54,875            54,808         62,759
                                    ----------     ------------     ----------

         Total benefits and expenses  503,188           431,639        391,635
                                      ---------     -----------      ---------


Income before income taxes             48,541            40,834         17,633
                                     ----------      ----------      -----------

Income taxes (benefits):
   Current                       26,85322,070            18,939
   Deferred                            (9,509)           (7,572)       (12,262)
                                  ------------     -------------    -----------

              Total income taxes       17,344            14,498          6,677
                                   ----------       -----------    -----------

Net income                        $    31,197      $     26,336    $    10,956
                                   ==========       ===========     ==========


</TABLE>


                   See accompanying notes to financial statements



                                      F-7
<PAGE>




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

<TABLE>
<CAPTION>


                                                 Years ended December 31,


                                          1996            1995             1994
                                      ------------    ------------    ---------

<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         197,025         197,025
                                    ----------      ----------      ----------

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



Unrealized appreciation (depreciation)
 of investments, net
 Balance at beginning of year          153,086         (60,149)         58,102
 Change during year                   (102,936)        404,059        (182,008)
 Changes due to deferred income 
 tax benefit expense) and      
 future policy benefits                 85,374        (190,824)          63,757 
                                   -----------     -----------     ------------


Retained earnings
  Balance at beginning of year         153,171         126,835         115,879
  Net income                            31,197          26,336          10,956
  Dividends to Stockholders            (50,000)             -               -
                                  ----------------------------------------------

  Balance at end of year               134,368         153,171         126,835
                                   -----------      ----------     -----------

          Total stockholders' equity$   470,142    $   506,507     $   266,936
                                     ==========     ==========      ==========

</TABLE>

                   See accompanying notes to financial statements



                                      F-8
<PAGE>







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


<TABLE>
<CAPTION>

                                                      Years  ended December 31,

                                                     1996          1995      1994

<S>                                          <C>          <C>          <C>   

Cash flows from operating activities:
 Net income                                  $     31,197  $     26,336   $  10,956
                                              -----------   ----------- -----------

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                      107,134        37,251      45,554
Change in premiums and insurance balances
  receivable and payable -net                        (117)         (110)       (138)
 Change in reinsurance assets                      (2,658)        3,761       5,570
 Change in deferred policy acquisition costs       (4,530)       (1,599)       (213)
 Change in investment income due and accrued       (3,078)       (6,732)     (8,153)
 Realized capital gains                              (610)       (1,436)     (1,932)
 Change in current and deferred income taxes -net  (9,227)       (5,417)     (6,927)
 Change in reserves for commissions, expenses   
 and taxes                                            472        1,356          149
 Change in other assets and liabilities - net     (17,396)      (18,394)      7,597
                                              -----------   ----------- ------------
Total adjustments                                  69,990         8,680      41,507
                                              -----------  ------------ -----------
 Net cash provided by operating activities        101,187        35,016      52,463
                                               ----------   ----------- -----------

Cash flows from investing activities:
 Cost of fixed maturities, at market sold .......  136,829        65,623      63,695
 Cost of fixed maturities, at market 
 matured or redeemed ...........................  424,317       247,551     255,229
 Cost of equity securities sold .................  4,877         1,310         958
 Realized capital gains ........................     610         3,436       4,715
 Purchase of fixed maturities..................  (858,793)     (627,188)   (837,973)
 Purchase of equity securities ................... (4,149)       (1,005)       (137)
 Mortgage loans granted ........................ (124,280)     (111,402)    (77,824)
 Repayments of mortgage loans..................... 59,577        60,476       9,621
 Change in policy loans...........................    (71)         (674)        601
 Change in short-term investments ................ 43,715        26,372      (7,485)
 Change in other invested assets ................. 10,475        (4,083)     (6,479)
 Other - net  ...................................   8,701       (17,713)     (1,020)
                                            -------------- ---------------------------
  Net cash used in investing activities          (298,192)     (357,297)   (596,099)
                                              ------------  ------------------------


Cash flows from financing activities:
 Change in policyholders' funds on deposit        247,626       318,169     542,729
 Dividends to stockholders                        (50,000)            -           -
                                             ---------------------------------------------
    Net cash provided by financing activities     197,626       318,169     542,729
                                             -------------   ----------  ----------


Change in cash .....................................  621        (4,112)       (907)
Cash at beginning of year ........................  1,105         5,217       6,124
                                            ------------- ---------------------------
Cash at end of year                          $     1,726  $       1,105 $     5,217
                                            ============= ============= ==============
</TABLE>


                   See accompanying notes to financial statements




                                      F-9
<PAGE>




             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 (GAAP).  The preparation of financial  statements in conformity
      with GAAP requires  management  to make  estimates  and  assumptions  that
      affect the reported  amounts of assets and  liabilities  and disclosure of
      contingent assets and liabilities at the date of the financial  statements
      and the reported  amounts of revenues and  expenses  during the  reporting
      periods. Actual results could differ from those estimates.  The Company is
      licensed to sell life and  accident & health  insurance in the District of
      Columbia and all states except  Arizona,  Connecticut  and  Maryland.  The
      Company is also licensed in America Samoa, Virgin Islands and Guam.

      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  National  Association  of Insurance  Commissioners  (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 and  non-redeemable
      preferred stocks are carried at market value.  Short-term  investments are
      carried at cost, which approximates market.

      Unrealized gains and losses from investment in equity securities and fixed
      maturities  available for sale are reflected in stockholders'  equity, net
      of amounts  recorded as future  policy  benefits and any related  deferred
      income taxes.

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


                                      F-10
<PAGE>


1.  Summary of Significant Accounting Policies - (continued)

      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 over their estimated lives.

      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 amortized  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.

   (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.  Policy  benefits and expenses are
      associated with earned premiums on long-duration  contracts resulting 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. The assets of each account are legally
      segregated  and are not  subject  to claims  which  arise out of any other
      business of the Company.




                                      F-11
<PAGE>




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:

      In March 1995,  the  Financial  Accounting  Standards  Board (FASB) issued
      Statement of Financial  Accounting  Standards No. 121  "Accounting for the
      Impairment of Long-lived  Assets and for Long-lived  Assets to Be Disposed
      Of" (FASB 121). This statement requires that long-lived assets and certain
      identifiable  intangibles  be reviewed for impairment  whenever  events or
      changes in circumstances indicate that the carrying amount of an asset may
      not be recoverable and an impairment loss must be recognized.

      FASB 121 was effective  for the Company  commencing  January 1, 1996.  The
      adoption  of this  statement  in 1996  had no  significant  effect  on the
      Company's results of operations, financial condition and liquidity.

      In  December  1995,   FASB  issued  "Special   Report,   a  Guide  to  the
      Implementation of Statement No. 115 on Accounting for Certain  Investments
      in Debt and Equity  Securities".  Among other things,  this guide provided
      for  a  transition  provision  permitting  a  one-time  transfer  of  debt
      securities from the held to maturity  classification  to the available for
      sale classification.  The Company did not transfer any securities from the
      held to maturity classification to available for sale classification.

   (i)The  financial  statements  for 1994 and 1995  have been  reclassified  to
      conform to the 1996 presentation.


2.  Investment Information

(a)  Statutory  Deposits:  Securities  with a carrying  value of $9,369,000 and
   $9,381,000  were  deposited by the Company  under  requirements of regulatory
   authorities as of December 31, 1996 and 1995, respectively.





                                      F-12
<PAGE>




2.  Investment Information - (continued)

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

<TABLE>
<CAPTION>

                                                 Years   ended   December 31,
                                                 1996         1995        1994
                                                 ----         ----        ----
  <S>                                     <C>          <C>         <C>   
  

    Fixed maturities                         $351,702     $334,828    $289,374
      Equity securities                           999        1,006       1,156
      Mortgage loans                           41,865       40,383      33,251
      Real estate                               2,835        2,760       2,947
      Policy loans                                794          733         764
      Cash and short-term investments           4,699        4,124       6,839
      Other invested assets                     2,662        6,381       4,465
                                            ---------    ---------   ---------
          Total investment income             405,556      390,215     338,796

      Investment expenses                       3,909        3,535       3,286
                                            ---------    ---------   ---------

          Net investment income              $401,647     $386,680    $335,510
                                             ========     ========    ========

</TABLE>

(c)Investment  Gains and Losses:  The net realized  capital gains  (losses) and
 change in unrealized  appreciation  (depreciation)  of  investments  for 1996,
 1995 and 1994 are summarized below (in thousands):

<TABLE>
<CAPTION>

                                                 Years   ended   December 31,

                                                1996          1995       1994
                                                ----          ----       ----

     <S>                                    <C>          <C>       <C>  

      Net realized gains (losses)
       on investments:
      Fixed maturities                      $    (104) $      (115)$       (75)
      Equity securities                           714        3,515       2,046
      Mortgage loans                                -       (2,000)     (2,783)
      Other invested assets                         -           36       2,744
                                            ------------   --------------------
      Net realized gains                    $     610     $  1,436    $  1,932
                                            =========     ========    ========

      Change in unrealized appreciation 
      (depreciation) of investments:
      Fixed maturities                     $(115,746)   $ 402,020   $(186,892)
      Equity securities                        5,913          666        (697)
      Other invested assets                    6,897        1,373       5,581
                                          ----------- ------------------------
      Change in unrealized appreciation
              (depreciation) of investments $ (102,936)  $ 404,059   $(182,008)
                                            ===========  =========   ==========

      Proceeds from the sale of  investments  in fixed  maturities  during 1996,
      1995  and   1994   were   $136,829,000,   $65,623,000   and   $79,504,000,
      respectively.

      During  1996,  1995 and  1994,  gross  gains  of  $636,000,  $624,000  and
      $4,861,000,  respectively,  and gross  losses of  $740,000,  $739,000  and
      $4,936,000,   respectively,   were  realized  on   dispositions  of  fixed
      maturities.

      During  1996,  1995 and 1994,  gross  gains of  $714,000,  $3,516,000  and
      $2,047,000,  respectively,  and gross  losses of $0,  $1,000  and  $1,000,
      respectively, were realized on dispositions of equity securities.

</TABLE>


                                      F-13
<PAGE>






2.  Investment Information - (continued)

   (d)Market  Value  of  Fixed   Maturities  and  Unrealized   Appreciation   of
      Investments:  At December 31, 1996 and 1995,  unrealized  appreciation  of
      investments in equity securities  (before applicable taxes) included gross
      gains of  $15,648,000  and  $9,650,000  and gross  losses of $398,000  and
      $480,000, respectively.

      The amortized  cost and estimated  market values of  investments  in fixed
      maturities at December 31, 1996 and 1995 are as follows (in thousands):

<TABLE>
<CAPTION>




                                              Gross     
  1996                           Amortized  Unrealized         Gross     Market
                                   Cost       Gains        Unrealized    Value    
                                                              Losses               
<S>                                <C>     <C>           <C>         <C>                            
 Fixed maturities:
    U.S. Government and government
    agencies and authorities    $    79,195 $   14,104     $    420    $   92,879
    States, municipalities and                                       
    political subdivisions          854,402     36,479        4,574       886,307
    Foreign governments              39,549      3,579          283        42,845
    All other corporate           3,483,462    148,570       18,041     3,613,991
                                  ---------- ---------      -------      ---------
                                                                     
      Total fixed maturities    $ 4,456,608  $ 202,732     $ 23,318    $4,636,022
                                  ==========   ========     =======    ==========
</TABLE>
<TABLE>
<CAPTION>
                                                          

                                              Gross       Gross                
 1995                              Amortized  Unrealized  Unrealized    Market
                                   Cost       Gains       Losses        Value
<S>                           <C>            <C>         <C>       <C>    

 Fixed maturities:
  U.S. Government and government
   agencies and authorities      $   84,063   $ 19,982    $      39 $   104,006
   States, municipalities and                 
   political subdivisions           883,646     56,568           89     940,125
   Foreign governments               33,927      5,291           75      39,143
   All other corporate            3,137,534    224,452       10,931   3,351,055
                                  ---------    --------     --------  ---------
      Total fixed maturities    $4,139,170  $  306,293   $   11,134 $ 4,434,329
                                  ==========  ========      =======  ==========

</TABLE>

      The  amortized  cost  and  estimated  market  value  of  fixed  maturities
      available  for sale at December 31, 1996,  by  contractual  maturity,  are
      shown  below  (in  thousands).   Actual   maturities   could  differ  from
      contractual maturities because certain borrowers have the right to call or
      prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>

<S>                                     <C>               <C>       
                                                            Estimated
                                               Amortized    Market
                                                    Cost    Value

Due in one year or less                  $   280,178      $   287,023
Due after one year through five years      1,293,766        1,338,015
Due after five years through ten years     1,758,183        1,834,170
Due after ten years                        1,124,481        1,176,814
                                         -----------       ------------
                                         $4,456,608       $ 4,636,022
                                         ----------       -----------
                                         ----------       -----------

</TABLE>


                                      F-14
<PAGE>

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, 1996 and 1995,  the market
      value  of  the  CMO  portfolio  was  $1,031,431,000  and   $1,114,196,000,
      respectively;  the estimated amortized cost was approximately $991,305,000
      in 1996 and $1,049,450,000 in 1995. The Company's CMO portfolio is readily
      marketable.  There were no derivative (high risk) CMO securities contained
      in the portfolio at December 31, 1996.

   (f)Fixed Maturities  Below  Investment  Grade: At December 31, 1996 and 1995,
      the fixed  maturities held by the Company that were below investment grade
      had  an  aggregate   amortized  cost  of  $270,068,000  and  $204,254,000,
      respectively,   and  an  aggregate   market  value  of  $267,331,000   and
      $206,442,000, respectively.

   (g) Non-income Producing Assets:  Non-income producing assets 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 stockholders' equity at December 31, 1996 (in thousands):

<TABLE>
<CAPTION>

     <S>                                      <C>    
      Fixed Maturities:
      General Motors Acceptance Corporation    $   72,009 
      Morgan Stanley Mortgage Trust            $   71,790  
      Transamerica Finance                     $   55,300  
      Chrysler Finance Corporation             $   49,132  
                                               
</TABLE>

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,
                                       1996          1995         1994
                                       ----          ----         ----
<S>                                 <C>          <C>         <C>   

   Balance at beginning of year      $31,225      $29,626       $29,413
   Acquisition costs deferred          8,482        5,933         3,286
Amortization charged to income        (3,953)      (4,334)       (3,073)
                                      ------      -------       -------
   Balance at end of year            $35,754      $31,225       $29,626
                                     =======      =======       =======

</TABLE>




                                      F-15
<PAGE>




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,  1996  and  1995  follows  (in
     thousands):
<TABLE>
<CAPTION>


                                                 1996            1995
                                                 ----            ---- 
<S>                                        <C>            <C>    
                                                            
      Future policy benefits:
      Long duration contracts              $1,565,362      $1,537,901
      Short duration contracts                 23,201          23,859
                                          -----------     -----------
                                           $1,588,563      $1,561,760

      Policyholder funds on deposit:
      Annuities                            $2,458,340      $2,216,319
      Guaranteed investment contracts (GICs)  744,284         739,947
      Universal life                           98,466          98,214
      Other investment contracts                7,118           6,101
                                           $3,308,208      $3,060,581
</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.
      The liability for future policy benefits has been  established  based upon
      the following assumptions:

      (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 10.0  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 15.0
      percent.

   (c)The  liability  for  policyholders'  fund on deposit has been  established
      based on the following assumptions:

      (i) Interest rates credited on deferred annuities vary by year of issuance
      and  range  from  3.0  percent  to 8.0  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 zero over a
      period of 6 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 8.1 percent  and  maturities  range from 2 to 7
      years.

     (iii) The universal life funds have credited  interest rates of 5.9 percent
      to 7.5  percent  and  guarantees  ranging  from 3.5 percent to 5.5 percent
      depending  on the year of issue.  Additionally,  universal  life funds are
      subject  to  surrender  charges  that  amount to 10.0  percent of the fund
      balance and grade to zero over a period not longer than 20 years.




                                      F-16
<PAGE>




5.  Income Taxes

   (a)The  Federal  income tax rate  applicable  to  ordinary  income is 35% for
      1996, 1995 and 1994. 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):

<TABLE>
<CAPTION>


                                         Years  ended   December 31,

                                        1996             1995                1994
                                  ----------------    --------------      -----------
                                          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                 $16,989   35.0%   $14,287    35.0%     $6,172   35.0%
      Prior year federal
         income tax benefit        -          -          -       -           -      -
      State income tax               578    1.2        609     1.5         667    3.8
      Other                         (223)  (0.5)      (398)   (1.0)       (162)  (0.9)
                                 --------  -----   --------   ----    ---------  ----
      Actual income
         tax expense             $17,344   35.7%   $14,498    35.5%    $ 6,677   37.9%
                                 =======   ====    =======    ====     =======   ====
</TABLE>

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

<TABLE>
<CAPTION>


                                                       Years ended December 31,
                                                         1996              1995
<S>                                              <C>               <C> 
        Deferred tax assets:
         Adjustments to mortgage loans 
         and investment income                       $   5,321        $   5,420
         Adjustment to life reserves                    35,370           23,835
         Other                                             363            1,571
                                                   -----------        ---------
                                                        41,054           30,826

         Deferred tax liabilities:
          Deferred policy acquisition costs          $   1,437        $   1,637
          Fixed maturities discount                      9,816            8,745
          Unrealized appreciation on investments        72,979           82,352
    Other                                                  267              417
                                                   -----------       ----------
                                                        84,499           93,151
                                                     ---------         --------

          Net deferred tax liability                  $ 43,445         $ 62,325
                                                      ========         ========
</TABLE>

   (c)At  December  31,  1996,  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 1996,  1995,  and  1994  amounted  to  $25,353,000,
      $19,056,000, and $13,537,000, respectively.



                                      F-17
<PAGE>



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.

7.  Fair Value of Financial Instruments

   (a)Statement of Financial  Accounting  Standards 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.

      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
      market value are generally  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
      interest rates  currently being offered for similar  contracts  consistent
      with those remaining for the contracts being valued.



                                      F-18
<PAGE>




7.  Fair Value of Financial Instruments - (continued)

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

<TABLE>
<CAPTION>


           1996
                                                 FAIR      CARRYING
                                                 VALUE       AMOUNT
      ------------------------------------------------------------- 

<S>                                      <C>           <C>    

      Cash and short-term investments     $     62,059 $     62,059
      Fixed maturities                       4,636,022    4,636,022
      Equity securities                         33,689       33,689
      Mortgage and policy loans                533,981      524,533
      Interest rate cap                            226          283

      Policyholders' funds on deposit       $3,366,450   $3,308,208


</TABLE>
<TABLE>
<CAPTION>

          1995
                                                FAIR       CARRYING
                                                 VALUE       AMOUNT
      -------------------------------------------------------------
     <S>                                   <C>          <C>    
      
      Cash and short-term investments       $  105,153   $  105,153
      Fixed maturities                       4,434,329    4,434,329
      Equity securities                         28,935       28,935
      Mortgage and policy loans                489,768      459,691
      Interest rate cap                            433          510

      Policyholders' funds on deposit       $3,125,730   $3,060,581


</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.  During
      1996,  the Company paid a $50,000,000  dividend to American  International
      Group, Inc., the parent.

   (b)The  Company's  stockholders'  equity as  determined  in  accordance  with
      statutory  accounting  practices was $254,169,000 at December 31, 1996 and
      $257,910,000  at  December  31,  1995.  Statutory  net income  amounted to
      $48,474,000,  $49,059,000,  and  $21,226,000  for  1996,  1995  and  1994,
      respectively.


                                      F-19
<PAGE>


9.  Employee Benefits

   (a)The   Company   participates   with  its   affiliates   in  a   qualified,
      non-contributory,  defined  benefit  pension plan which is administered by
      the Parent. All qualified employees who have attained age 21 and completed
      twelve 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 limited to 44 years of credited service.  Prior to January 1, 1996
      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,  1996,  1995 and 1994  were
      approximately $241,000, $225,000 and $190,000,  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,
      1996 by $42,149,000.

   (b)The Parent also sponsors a voluntary  savings plan for domestic  employees
      (a 401(k)  plan),  which  during the two years ended  December  31,  1994,
      provided for salary  reduction  contributions  by  employees  and matching
      contributions  by the Parent up to 2 percent of annual salary.  Commencing
      January 1, 1995,  the 401(k) plan provided for matching  contributions  by
      the Parent of up to 6 percent of annual salary depending on the employee's
      years of service.

   (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  $73,866,000 at December
      31, 1996 and $73,171,000 at December 31, 1995.

   (d)In addition to the Parent's  defined  benefit pension plan, 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.

   (e)The  Parent  applies  APB  Opinion  25  "Accounting  for  Stock  issued to
      Employees"  and  related  interpretations  in  accounting  for its  plans.
      Employees  of the Company  participate  in certain  stock option and stock
      purchase  plans of the Parent.  In general,  under the stock  option plan,
      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 plan 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.
      The Parent has not  recognized  compensation  costs for either  plan.  The
      effect of the compensation costs, as determined consistent with
      FASB  123,  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.



                                      F-20
<PAGE>



10. Leases

   (a)The  Company  occupies  leased  space  in  many  locations  under  various
      long-term  leases  and  has  entered  into  various  leases  covering  the
      long-term  use of data  processing  equipment.  At December 31, 1996,  the
      future minimum lease payments under operating leases were as follows:

<TABLE>
<CAPTION>

          Year                          Payments
          <S>                          <C>  
           1997                         $ 1,035
           1998                             894   
           1999                             396
           2000                             220
           2001                             139
           Remaining years after 2001         -
                                        ---------

           Total                         $2,684
                                         ------
                                         ------
</TABLE>

      Rent expense  approximated  $866,000,  $661,000 and $801,000 for the years
      ended December 31, 1996, 1995 and 1994, respectively.

  (b)Sublease Income - The Company does not participate in sublease agreements.


11.  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 12).


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

                                                                             PERCENTAGE
                                                                             OF AMOUNT
     December 31, 1996                                                       ASSUMED
                                 GROSS       CEDED     ASSUMED    NET        TO NET
                               ---------------------------------------------------
     <S>                       <C>          <C>      <C>        <C>         <C>    

      Life Insurance in Force   $4,776,324  $638,583 $    3,282   $4,141,023   0.1%
                                 ========== ======== ==========   ==========

      Premiums:
       Life                         25,625    3,788          82       21,919   0.4%
       Accident and Health          20,553    6,729      22,009       35,833  61.4%
       Annuity                      92,441      721           -       91,720     -
                               ------------  --------- ----------  ---------- -------

      Total Premiums           $   138,619  $11,238   $ 22,091     $149,472   14.8%
                                =========== =========  =========   ==========
</TABLE>

                                      F-21
<PAGE>







11.  Reinsurance - (continued)
<TABLE>
<CAPTION>

                                                                             PERCENTAGE
                                                                             OF AMOUNT
     December 31, 1995                                                       ASSUMED
                               GROSS       CEDED     ASSUMED       NET       TO NET
                               ---------------------------------------------------
     <S>                      <C>         <C>       <C>         <C>          <C>   
      
      Life Insurance in Force  $4,415,460 $711,025  $    3,574   $3,708,009  0.2%
                               ==========  ========  ==========   ==========

      Premiums:
       Life                        25,938    3,368           6      22,576     -
       Accident and Health         22,136    8,034      20,822      34,924   59.6%
       Annuity                     27,496      639           -      26,857     -
                             ------------  ----------- --------   --------

      Total Premiums         $     75,570  $  12,041  $ 20,828  $   84,357   24.7%
                             ============  =========  =========  ===========
</TABLE>
<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>

   (b) The maximum amount retained on any one life by the Company is $1,000,000.

   (c)Reinsurance   recoveries,   which  reduced   death  and  other   benefits,
      approximated $7,176,000,  $7,667,000 and $6,720,000 respectively, for each
      of the years ended December 31, 1996, 1995 and 1994.

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

12.  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 $857,000 and
      $(2,000),  respectively,  for the year ended  December 31,  1996.  Premium
      income and  commission  ceded for 1995  amounted to $800,000 and $(3,000),
      respectively.  Premium  income and  commission  ceded for 1994 amounted to
      $574,000 and $(3,000), respectively.  Premium income and ceding commission
      expense  assumed from  affiliates  aggregated  $20,764,000 and $(120,000),
      respectively,   for  1996,   compared  to  $19,679,000   and   $(141,000),
      respectively,  for 1995, and  $19,331,000 and $98,000,  respectively,  for
      1994.

   (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  $5,142,000 in premiums
      relating to this business for 1996,  $4,080,000  for 1995,  and $3,952,000
      for 1994.



                                      F-22
<PAGE>


12.  Transactions with Related Parties - (continued)

   (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,  1996,   1995  and  1994,  the  Company  was  charged
      $24,204,000,  $19,148,000,  and  $17,401,000,  respectively,  for expenses
      attributed  to the Company but  incurred  by  affiliates.  During the same
      period, the Company received  reimbursements  from affiliates  aggregating
      $21,198,000, $20,920,000 and $19,505,000, respectively, for costs incurred
      by the Company but attributable to affiliates.

   (d)During  1995,  the  Company  sold  a  mortgage  loan  to AIG  Real  Estate
      Investment  and  Management  Company for the  aggregate  unpaid  principal
      balance of $5,000,000.





                                                   


<PAGE>

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

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31,1996

<TABLE>
<CAPTION>


                                                                       Shares        Cost       Market Value
<S>                                                          <C>               <C>           <C>
ASSETS:
   Investments at Market Value:
      Profile Variable Products Series Fund, Inc.:

         Fidelity
           Money Market Portfolio ............................     1,165,858.730 $  1,165,859 $    1,165,859
           Asset Manager Portfolio ...........................         5,375.128       84,575         91,001
           Growth Portfolio ..................................         7,686.157      233,737        239,347
           High Income Portfolio .............................         7,250.310       87,849         90,774
           Investment Grade Bond Portfolio ...................         2,238.774       26,387         27,403
           Overseas Portfolio ................................         6,051.664      108,454        114,013
         Alliance
           Conservative Investors Portfolio ..................           871.979        9,941         10,525
           Growth & Income Portfolio .........................        15,099.545      231,276        247,633
           Growth Investors Portfolio ........................         3,690.200       44,292         47,013
           Growth Portfolio ..................................         8,666.330      144,517        155,301
           Technology Portfolio ..............................         2,849.786       31,625         31,462
           Quasar Portfolio ..................................           653.186        6,889          6,950
         Dreyfus
           Stock Index Portfolio .............................         9,858.752      197,015        199,935
           Zero Coupon 2000 Portfolio ........................         5,185.240       63,616         63,727
         Van Eck
           Gold & Natural Resources Portfolio ................         2,996.033       48,738         50,094
           Worldwide Balanced Portfolio ......................         5,368.709       57,136         59,807
         Weiss,Peck & Greer
           Tomorrow Short Term Portfolio .....................        18,296.789      160,422        168,513
           Tomorrow Medium Term Portfolio ....................         8,343.203       66,830         65,578
           Tomorrow Long Term Portfolio ......................         2,849.424       19,091         20,088
                                                                                 ------------ --------------
         Total Investments ..................................................... $  2,788,249      2,855,023
                                                                                              --------------
              Total Assets .................................................................. $    2,855,023
                                                                                              ==============
EQUITY:
   Contract Owners' Equity .................................................................. $    2,855,023
                                                                                              --------------
              Total Equity .................................................................. $    2,855,023
                                                                                              ==============
</TABLE>

                                See Notes to Financial Statements
  AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
              OF NEW YORK (AI LIFE)
                VARIABLE ACCOUNT A

             STATEMENT OF OPERATIONS
   For the Period April 1 to December 31, 1996

<TABLE>
<CAPTION>

                                                                      Fidelity       Fidelity
                                                                         Money          Asset       Fidelity
                                                                        Market        Manager         Growth
                                                           Total     Portfolio      Portfolio      Portfolio
<S>                                               <C>           <C>           <C>            <C>
Investment Income (Loss):
     Dividends  .................................. $      15,905 $       9,278 $            0 $            0
Expenses:
    Mortality & Expense Risk Fees  ...............         6,573         2,234            399            482
    Daily Administrative Charges  ................           796           267             48             59
                                                   ------------- ------------- -------------- --------------
Net Investment Income (Loss)  ....................         8,536         6,777          (447)          (541)
                                                   ------------- ------------- -------------- --------------
Realized and Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity  ................................           847             0             26              9
    Change in Unrealized Appreciation
        (Depreciation)  ..........................        66,772             0          6,426          5,609
                                                   ------------- ------------- -------------- --------------
Net Gain (Loss) on Investments  ..................        67,619             0          6,452          5,618
                                                   ------------- ------------- -------------- --------------
Increase (Decrease) in Net Assets
    Resulting From Operations  ................... $      76,155 $       6,777 $        6,005 $        5,077
                                                   ============= ============= ============== ==============
</TABLE>

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

             STATEMENT OF OPERATIONS
   For the Period April 1 to December 31, 1996

<TABLE>
<CAPTION>


                                                                      Fidelity
                                                        Fidelity    Investment                      Alliance
                                                            High         Grade       Fidelity   Conservative
                                                          Income          Bond       Overseas      Investors
                                                       Portfolio     Portfolio      Portfolio      Portfolio
<S>                                               <C>           <C>           <C>            <C>
Investment Income (Loss):
     Dividends  .................................. $           0 $           0 $            0 $            0
Expenses:
    Mortality & Expense Risk Fees  ...............           265           141            342             55
    Daily Administrative Charges  ................            32            17             41              7
                                                   ------------- ------------- -------------- --------------
Net Investment Income (Loss)  ....................         (297)         (158)          (383)           (62)
                                                   ------------- ------------- -------------- --------------
Realized and Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity  ................................            15             6             18              3
    Change in Unrealized Appreciation
        (Depreciation)  ..........................         2,925         1,016          5,558            584
                                                   ------------- ------------- -------------- --------------
Net Gain (Loss) on Investments  ..................         2,940         1,022          5,576            587
                                                   ------------- ------------- -------------- --------------
Increase (Decrease) in Net Assets
    Resulting From Operations  ................... $       2,643 $         864 $        5,193 $          525
                                                   ============= ============= ============== ==============
</TABLE>

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

             STATEMENT OF OPERATIONS
   For the Period April 1 to December 31, 1996

<TABLE>
<CAPTION>


                                                        Alliance
                                                          Growth      Alliance
                                                               &        Growth       Alliance       Alliance
                                                          Income     Investors         Growth     Technology
                                                       Portfolio     Portfolio      Portfolio      Portfolio
<S>                                               <C>           <C>           <C>            <C>
Investment Income (Loss):
     Dividends  .................................. $           0 $          42 $          151 $            0
Expenses:
    Mortality & Expense Risk Fees  ...............           554           221            436             14
    Daily Administrative Charges  ................            67            26             49              2
                                                   ------------- ------------- -------------- --------------
Net Investment Income (Loss)  ....................         (621)         (205)          (334)           (16)
                                                   ------------- ------------- -------------- --------------
Realized and Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity  ................................            78         1,029          (438)              0
    Change in Unrealized Appreciation
        (Depreciation)  ..........................        16,358         2,721         10,784          (163)
                                                   ------------- ------------- -------------- --------------
Net Gain (Loss) on Investments  ..................        16,436         3,750         10,346          (163)
                                                   ------------- ------------- -------------- --------------
Increase (Decrease) in Net Assets
    Resulting From Operations  ................... $      15,815 $       3,545 $       10,012 $        (179)
                                                   ============= ============= ============== ==============

</TABLE>

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

             STATEMENT OF OPERATIONS
   For the Period April 1 to December 31, 1996

<TABLE>
<CAPTION>

                                                                                      Dreyfus        Van Eck
                                                                       Dreyfus           Zero         Gold &
                                                        Alliance         Stock         Coupon        Natural
                                                          Quasar         Index           2000      Resources
                                                       Portfolio     Portfolio      Portfolio      Portfolio
<S>                                               <C>           <C>           <C>            <C>
Investment Income (Loss):
     Dividends  .................................. $          45 $       2,974 $        1,105 $            0
Expenses:
    Mortality & Expense Risk Fees  ...............             6           334            141            100
    Daily Administrative Charges  ................             1            40             26             12
                                                   ------------- ------------- -------------- --------------
Net Investment Income (Loss)  ....................            38         2,600            938          (112)
                                                   ------------- ------------- -------------- --------------
Realized and Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity  ................................             0            41              7              7
    Change in Unrealized Appreciation
        (Depreciation)  ..........................            61         2,920            111          1,356
                                                   ------------- ------------- -------------- --------------
Net Gain (Loss) on Investments  ..................            61         2,961            118          1,363
                                                   ------------- ------------- -------------- --------------
Increase (Decrease) in Net Assets
    Resulting From Operations  ................... $          99 $       5,561 $        1,056 $        1,251
                                                   ============= ============= ============== ==============

</TABLE>

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

             STATEMENT OF OPERATIONS
   For the Period April 1 to December 31, 1996

<TABLE>
<CAPTION>


                                                         Van Eck      Tomorrow       Tomorrow       Tomorrow
                                                       Worldwide         Short         Medium           Long
                                                        Balanced          Term           Term           Term
                                                       Portfolio     Portfolio      Portfolio      Portfolio
<S>                                               <C>           <C>           <C>            <C>
Investment Income (Loss):
     Dividends  .................................. $           0 $           0 $        2,174 $          136
Expenses:
    Mortality & Expense Risk Fees  ...............           165           540             80             64
    Daily Administrative Charges  ................            20            64             10              8
                                                   ------------- ------------- -------------- --------------
Net Investment Income (Loss)  ....................          (185)         (604)         2,084             64
                                                   ------------- ------------- -------------- --------------
Realized and Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity  ................................             8            29              4              5
    Change in Unrealized Appreciation
        (Depreciation)  ..........................         2,671         8,091         (1,253)           997
                                                   ------------- ------------- -------------- --------------
Net Gain (Loss) on Investments  ..................         2,679         8,120         (1,249)         1,002
                                                   ------------- ------------- -------------- --------------
Increase (Decrease) in Net Assets
    Resulting From Operations  ................... $       2,494 $       7,516 $          835 $        1,066
                                                   ============= ============= ============== ==============
</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 Period April 1 to December 31, 1996

<TABLE>
<CAPTION>


                                                                       Fidelity      Fidelity
                                                                          Money         Asset        Fidelity
                                                                         Market       Manager          Growth
                                                           Total      Portfolio     Portfolio       Portfolio
<S>                                               <C>            <C>             <C>           <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)  ................$         8,536 $        6,777  $      (447)  $        (541)
    Realized Gain (Loss) on Investment Activity  .            847              0            26               9
    Change in Unrealized Appreciation
        (Depreciation) of Investments  ...........         66,772              0         6,426           5,609
Increase (Decrease) in Net Assets Resulting       --------------- --------------  ------------  --------------
    From Operations  .............................         76,155          6,777         6,005           5,077
                                                  --------------- --------------  ------------  --------------
Capital Transactions:
    Contract Deposits  ...........................      2,779,202      2,121,484        19,500          82,027
    Transfers Between Funds  .....................             18      (962,402)        65,496         152,331
    Contract Withdrawals  ........................          (352)              0             0            (88)
Increase (Decrease) in Net Assets Resulting       --------------- --------------  ------------  --------------
    From Capital Transactions  ...................      2,778,868      1,159,082        84,996         234,270
                                                  --------------- --------------  ------------  --------------
Total Increase (Decrease) in Net Assets  .........      2,855,023      1,165,859        91,001         239,347
Net Assets, at Beginning of Year  ................              0              0             0               0
                                                  --------------- --------------  ------------  --------------
Net Assets, at End of Year  ......................$     2,855,023 $    1,165,859  $     91,001  $      239,347
                                                  =============== ==============  ============  ==============
</TABLE>

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

        STATEMENT OF CHANGES IN NET ASSETS
   For the Period April 1 to December 31, 1996

<TABLE>
<CAPTION>

                                                                       Fidelity
                                                        Fidelity     Investment                      Alliance
                                                            High          Grade      Fidelity    Conservative
                                                          Income           Bond      Overseas       Investors
                                                       Portfolio      Portfolio     Portfolio       Portfolio
<S>                                               <C>            <C>             <C>           <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)  ................$         (297) $        (158)  $      (383)  $         (62)
    Realized Gain (Loss) on Investment Activity  .             15              6            18               3
    Change in Unrealized Appreciation
        (Depreciation) of Investments  ...........          2,925          1,016         5,558             584
Increase (Decrease) in Net Assets Resulting       --------------- --------------  ------------  --------------
    From Operations  .............................          2,643            864         5,193             525
                                                  --------------- --------------  ------------  --------------
Capital Transactions:
    Contract Deposits  ...........................         27,676         11,000        61,194          10,000
    Transfers Between Funds  .....................         60,455         15,539        47,626               0
    Contract Withdrawals  ........................              0              0             0               0
Increase (Decrease) in Net Assets Resulting       --------------- --------------  ------------  --------------
    From Capital Transactions  ...................         88,131         26,539       108,820          10,000
                                                  --------------- --------------  ------------  --------------
Total Increase (Decrease) in Net Assets  .........         90,774         27,403       114,013          10,525
Net Assets, at Beginning of Year  ................              0              0             0               0
                                                  --------------- --------------  ------------  --------------
Net Assets, at End of Year  ......................$        90,774 $       27,403  $    114,013  $       10,525
                                                  =============== ==============  ============  ==============
</TABLE>

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

        STATEMENT OF CHANGES IN NET ASSETS
   For the Period April 1 to December 31, 1996

<TABLE>
<CAPTION>

                                                        Alliance
                                                          Growth       Alliance
                                                               &         Growth      Alliance        Alliance
                                                          Income      Investors        Growth      Technology
                                                       Portfolio      Portfolio     Portfolio       Portfolio
<S>                                               <C>            <C>             <C>           <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)  ................$         (621) $        (205)  $      (334)  $         (16)
    Realized Gain (Loss) on Investment Activity  .             78          1,029         (438)               0
    Change in Unrealized Appreciation
        (Depreciation) of Investments  ...........         16,358          2,721        10,784           (163)
Increase (Decrease) in Net Assets Resulting       --------------- --------------  ------------  --------------
    From Operations  .............................         15,815          3,545        10,012           (179)
                                                  --------------- --------------  ------------  --------------
Capital Transactions:
    Contract Deposits  ...........................         82,366         32,719        70,872          16,220
    Transfers Between Funds  .....................        149,452         10,749        74,505          15,421
    Contract Withdrawals  ........................              0              0          (88)               0
Increase (Decrease) in Net Assets Resulting       --------------- --------------  ------------  --------------
    From Capital Transactions  ...................        231,818         43,468       145,289          31,641
                                                  --------------- --------------  ------------  --------------
Total Increase (Decrease) in Net Assets  .........        247,633         47,013       155,301          31,462
Net Assets, at Beginning of Year  ................              0              0             0               0
                                                  --------------- --------------  ------------  --------------
Net Assets, at End of Year  ......................$       247,633 $       47,013  $    155,301  $       31,462
                                                  =============== ==============  ============  ==============
</TABLE>

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

        STATEMENT OF CHANGES IN NET ASSETS
   For the Period April 1 to December 31, 1996

<TABLE>
<CAPTION>
                                                                                      Dreyfus         Van Eck
                                                                        Dreyfus          Zero          Gold &
                                                        Alliance          Stock        Coupon         Natural
                                                          Quasar          Index          2000       Resources
                                                       Portfolio      Portfolio     Portfolio       Portfolio
<S>                                               <C>            <C>             <C>           <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)  ................$            38 $        2,600  $        938  $        (112)
    Realized Gain (Loss) on Investment Activity  .              0             41             7               7
    Change in Unrealized Appreciation
        (Depreciation) of Investments  ...........             61          2,920           111           1,356
Increase (Decrease) in Net Assets Resulting       --------------- --------------  ------------  --------------
    From Operations  .............................             99          5,561         1,056           1,251
                                                  --------------- --------------  ------------  --------------
Capital Transactions:
    Contract Deposits  ...........................          5,250         67,847        54,456          22,500
    Transfers Between Funds  .....................          1,601        126,615         8,303          26,343
    Contract Withdrawals  ........................              0           (88)          (88)               0
Increase (Decrease) in Net Assets Resulting       --------------- --------------  ------------  --------------
    From Capital Transactions  ...................          6,851        194,374        62,671          48,843
                                                  --------------- --------------  ------------  --------------
Total Increase (Decrease) in Net Assets  .........          6,950        199,935        63,727          50,094
Net Assets, at Beginning of Year  ................              0              0             0               0
                                                  --------------- --------------  ------------  --------------
Net Assets, at End of Year  ......................$         6,950 $      199,935  $     63,727  $       50,094
                                                  =============== ==============  ============  ==============
</TABLE>


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

        STATEMENT OF CHANGES IN NET ASSETS
   For the Period April 1 to December 31, 1996

<TABLE>
<CAPTION>

                                                         Van Eck       Tomorrow      Tomorrow        Tomorrow
                                                       Worldwide          Short        Medium            Long
                                                        Balanced           Term          Term            Term
                                                       Portfolio      Portfolio     Portfolio       Portfolio
<S>                                               <C>            <C>             <C>           <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)  ................$         (185) $        (604)  $      2,084  $           64
    Realized Gain (Loss) on Investment Activity  .              8             29             4               5
    Change in Unrealized Appreciation
        (Depreciation) of Investments  ...........          2,671          8,091       (1,253)             997
Increase (Decrease) in Net Assets Resulting       --------------- --------------  ------------  --------------
    From Operations  .............................          2,494          7,516           835           1,066
                                                  --------------- --------------  ------------  --------------
Capital Transactions:
    Contract Deposits  ...........................         18,775         63,116         9,200           3,000
    Transfers Between Funds  .....................         38,538         97,881        55,543          16,022
    Contract Withdrawals  ........................              0              0             0               0
Increase (Decrease) in Net Assets Resulting       --------------- --------------  ------------  --------------
    From Capital Transactions  ...................         57,313        160,997        64,743          19,022
                                                  --------------- --------------  ------------  --------------
Total Increase (Decrease) in Net Assets  .........         59,807        168,513        65,578          20,088
Net Assets, at Beginning of Year  ................              0              0             0               0
                                                  --------------- --------------  ------------  --------------
Net Assets, at End of Year  ......................$        59,807 $      168,513  $     65,578  $       20,088
                                                  =============== ==============  ============  ==============
</TABLE>

                                See Notes to Financial Statements

<PAGE>

word doc

<PAGE>


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


NOTES TO FINANCIAL STATEMENTS (continued)


4. Purchases of Investments

For the period ended April 1 to December 31, 1996, investment activity
in the Fund was as follows:
<TABLE>
<CAPTION>

                                                      Cost of       Proceeds
                                                     Purchases     From Sales
<S>                                               <C>          <C>
Shares of
Fidelity Trust Funds:
        Money Market Portfolio ................... $  2,106,490 $     940,631
        Asset Manager Portfolio ..................       84,996           447
        Growth Portfolio .........................      234,357           629
        High Income Portfolio.....................       88,134           300
        Investment Grade Bond Portfolio...........       26,543           163
        Overseas Portfolio........................      108,820           383
Alliance Funds:
        Conservative Investors Portfolio..........       10,000            62
        Growth & Income Portfolio ................      231,821           625
        Growth Investors Portfolio................       57,111        13,848
        Growth Portfolio..........................      149,720         4,766
        Technology Portfolio......................       31,641            15
        Quasar Portfolio..........................        6,896             7
Dreyfus:
        Stock Index Portfolio.....................      197,428           454
        Zero Coupon 2000 Portfolio................       63,988           379
Van Eck:
        Gold & Natural Resources Portfolio........       48,843           113
        Worldwide Balanced Portfolio..............       57,313           184
Weiss, Peck, & Greer:
        Tomorrow Short Term Portfolio.............      160,998           605
        Tomorrow Medium Term Portfolio............       66,915            88
        Tomorrow Long Term Portfolio..............       19,157            71
</TABLE>
<PAGE>

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

NOTES TO FINANCIAL STATEMENTS (continued)




5.  Net Increase (Decrease) in Accumulation Units

For the period ended April 1 to December 31, 1996, transactions in
accumulation units of the account were as follows:

<TABLE>
<CAPTION>
                                                                                                                           Fidelity
                                                     Fidelity           Fidelity                         Fidelity        Investment
                                                        Money              Asset        Fidelity             High             Grade
                                                       Market            Manager          Growth           Income              Bond
                                                    Portfolio          Portfolio       Portfolio        Portfolio         Portfolio
                                                  ------------    ---------------    ------------     ------------     -------------
<S>                                          <C>              <C>                <C>             <C>              <C>
               VARIABLE ANNUITY
Units Purchased .............................       208,331.82           1,932.65        8,384.26         2,696.43          1,086.19
Units Withdrawn .............................             0.00               0.00          (8.46)             0.00              0.00
Units Transferred Between Funds .............      (94,550.23)           6,437.98       15,398.96         5,809.79          1,529.10
Units Transferred From (To) AI Life .........             0.00               0.00            0.00             0.00              0.00
                                                  ------------    ---------------    ------------     ------------     -------------
Net Increase (Decrease) .....................       113,781.59           8,370.63       23,774.76         8,506.22          2,615.29
Units, at Beginning of the Year .............             0.00               0.00            0.00             0.00              0.00
                                                  ------------    ---------------    ------------     ------------     -------------
Units, at End of the Year ...................       113,781.59           8,370.63       23,774.76         8,506.22          2,615.29
                                                  ============    ===============    ============     ============     =============

Unit Value at December 31, 1996 .............   $        10.25   $          10.87   $       10.07   $        10.67   $         10.48
                                                  =============   ===============    ============       ==========       ===========
</TABLE>

<TABLE>
<CAPTION>

                                                                                        Alliance
                                                                        Alliance          Growth         Alliance
                                                     Fidelity       Conservative               &           Growth          Alliance
                                                     Overseas          Investors          Income        Investors            Growth
                                                    Portfolio          Portfolio       Portfolio        Portfolio         Portfolio
                                                  ------------    ---------------    ------------     ------------     -------------
<S>                                          <C>              <C>                <C>             <C>              <C>
Units Purchased .............................         6,033.32             990.92        7,837.96         3,275.63          6,705.72
Units Withdrawn .............................             0.00               0.00            0.00             0.00            (7.71)
Units Transferred Between Funds .............         4,607.67               0.00       12,800.03         1,193.46          7,020.80
Units Transferred From (To) AI Life .........             0.00               0.00            0.00             0.00              0.00
                                                  ------------    ---------------    ------------     ------------     -------------
Net Increase (Decrease) .....................        10,640.99             990.92       20,637.99         4,469.09         13,718.81
Units, at Beginning of the Year .............             0.00               0.00            0.00             0.00              0.00
                                                  ------------    ---------------    ------------     ------------     -------------
Units, at End of the Year ...................        10,640.99             990.92       20,637.99         4,469.09         13,718.81
                                                  ============    ===============    ============     ============     =============

Unit Value at December 31, 1996 .............   $        10.71   $          10.62   $       12.00   $        10.52   $         11.32
                                                  ============    ===============    ============     ============     =============
</TABLE>

<TABLE>
<CAPTION>

                                                                                                          Dreyfus           Van Eck
                                                                                         Dreyfus            Zero            Gold &
                                                     Alliance           Alliance           Stock           Coupon           Natural
                                                   Technology             Quasar           Index          2,000.00        Resources
                                                    Portfolio          Portfolio       Portfolio        Portfolio         Portfolio
                                                  ------------    ---------------    ------------     ------------     -------------
<S>                                          <C>              <C>                <C>             <C>              <C>
Units Purchased .............................         1,649.06             514.16        6,302.02         5,357.16          2,118.50
Units Withdrawn .............................                                0.00          (7.73)           (8.43)              0.00
Units Transferred Between Funds .............         1,560.75             160.09       11,542.04           828.07          2,527.61
Units Transferred From (To) AI Life .........             0.00               0.00            0.00             0.00              0.00
                                                  ------------    ---------------    ------------     ------------     -------------
Net Increase (Decrease) .....................         3,209.81             674.25       17,836.33         6,176.80          4,646.11
Units, at Beginning of the Year .............             0.00               0.00            0.00             0.00              0.00
                                                  ------------    ---------------    ------------     ------------     -------------
Units, at End of the Year ...................         3,209.81             674.25       17,836.33         6,176.80          4,646.11
                                                  ============    ===============    ============     ============     =============

Unit Value at December 31, 1996 .............   $         9.80   $          10.31   $       11.21   $        10.32   $         10.78

                                                  ============    ===============    ============     ============     =============
</TABLE>

<TABLE>
<CAPTION>


                                                      Van Eck           Tomorrow        Tomorrow         Tomorrow
                                                    Worldwide              Short          Medium             Long
                                                     Balanced               Term            Term             Term
                                                    Portfolio          Portfolio       Portfolio        Portfolio
                                                  ------------    ---------------    ------------     ------------
<S>                                          <C>              <C>                <C>             <C>              <C>
Units Purchased .............................         1,864.57           6,337.04          853.66           286.80
Units Withdrawn .............................             0.00               0.00            0.00             0.00
Units Transferred Between Funds .............         3,708.27           9,407.72        5,231.26         1,566.16
Units Transferred From (To) AI Life .........             0.00               0.00            0.00             0.00
                                                  ------------    ---------------    ------------     ------------
Net Increase (Decrease) .....................         5,572.84          15,744.76        6,084.92         1,852.96
Units, at Beginning of the Year .............             0.00               0.00            0.00             0.00
                                                  ------------    ---------------    ------------     ------------
Units, at End of the Year ...................         5,572.84          15,744.76        6,084.92         1,852.96
                                                  ============    ===============    ============     ============

Unit Value at December 31, 1996 .............   $        10.73   $          10.70   $       10.78   $        10.84
                                                  ============    ===============    ============     ============
</TABLE>






<PAGE>
                                 
                                  PROSPECTUS
                                      for



                          VARIABLE ANNUITY CONTRACTS

                                   issued by

                              VARIABLE ACCOUNT A

                                      and

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


      This Prospectus sets forth the information a prospective investor ought to
know before investing.

      The Individual  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.

   
      Premiums  allocated  among  the  Subaccounts  of  Variable  Account A (the
"Variable  Account") will be invested in shares of  corresponding  portfolios as
selected by the Owner from the following  choices:  the  Conservative  Investors
Portfolio,  Growth Investors  Portfolio,  Growth  Portfolio,  Quasar  Portfolio,
Technology  Portfolio or Growth and Income  Portfolio  of the ALLIANCE  VARIABLE
PRODUCTS SERIES FUND, INC.; the VIP High Income Portfolio, VIP Growth Portfolio,
VIP  Money  Market  Portfolio,  VIP  Overseas  Portfolio,  VIP II Asset  Manager
Portfolio, or VIP II Investment Grade Bond Portfolio of the FIDELITY INVESTMENTS
VARIABLE  INSURANCE  PRODUCTS  FUNDS;  the Zero Coupon  Portfolio of the DREYFUS
VARIABLE  INVESTMENT  FUND;  the  Worldwide  Hard Assets  Portfolio or Worldwide
Balanced Portfolio,  of the VAN ECK WORLDWIDE INSURANCE TRUST; the DREYFUS STOCK
INDEX FUND;  or the  Short-Term  Retirement  Portfolio,  Medium-Term  Retirement
Portfolio or the Long-Term Retirement Portfolio of the Tomorrow Funds Retirement
Trust.

      Additional  information  about the Contracts  and the Variable  Account is
contained in the "Statement of Additional  Information"  which is available upon
request at no charge by calling or writing American International Life Assurance
Company of New York; Attention Variable Products,  One Alico Plaza,  Wilmington,
Delaware 19801, 1-800-340-2765 or call the service office at 1-800-255-8402. The
Statement of Additional  Information  dated May 1, 1997, has been filed with the
Securities and Exchange Commission and is hereby incorporated by reference.  The
Table of Contents for the  Statement of Additional  Information  can be found on
page ___ of this Prospectus.
    


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.

   
      INVESTMENTS IN THESE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, AND ARE
NOT  GUARANTEED  OR  ENDORSED  BY, THE  ADVISER  OF ANY BANK OR BANK  AFFILIATE.
INVESTMENTS  ARE  NOT  FEDERALLY   INSURED  BY  THE  FEDERAL  DEPOSIT  INSURANCE
CORPORATION,  THE FEDERAL RESERVE BOARD, OR ANY OTHER  GOVERNMENTAL  AGENCY. ANY
INVESTMENT IN THE CONTRACT  INVOLVES  CERTAIN  INVESTMENT RISK WHICH MAY INCLUDE
THE POSSIBLE LOSS OF PRINCIPAL.
    

      THE  CONTRACTS  OFFERED  BY THIS  PROSPECTUS  ARE NOT  AVAILABLE  IN ALL
STATES.
   

                                      Date of  Prospectus:  May 1, 1997
    


<PAGE>




                                TABLE CONTENTS
                                                                          
<TABLE>
<CAPTION>
                                                                        PAGE
<S>                                                                     <C>


Definitions.............................................................
Highlights..............................................................
Summary of Expenses.....................................................
Condensed Financial Information.........................................
The Company.............................................................
The Variable Account....................................................
The Funds...............................................................
The Contract
Charges and Deductions..................................................
Annuity Benefits........................................................
Death Benefit...........................................................
Distributions Under the Contract........................................
Taxes...................................................................
Appendix - General Account Option.......................................
Table of Contents of the Statement of Additional Information............
</TABLE>



                                       2
<PAGE>



                                  DEFINITIONS

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

Administrative  Office  - The  Annuity  Service  Office  of the  Company:  c/o
Delaware  Valley  Financial  Services,  Inc., 300 Berwyn Park,  P.O. Box 3031,
Berwyn, PA  19312-0031.

Annuitant - The person  designated by the Owner upon whose  continuation of life
any annuity payment involving life contingencies depends.

Annuity Date - The date on which annuity payments are to commence.

Annuity Option - An arrangement under which annuity payments are made under this
Contract.

Annuity Unit - An accounting unit of measure used to calculate  annuity payments
after the Annuity Date.

Contract Anniversary - An anniversary of the Effective Date of the Contract.

Contract  Value - The  dollar  value  as of any  Valuation  Date of all  amounts
accumulated under this Contract.

Contract Year - Each period of twelve (12) months  commencing with the Effective
Date.


Effective Date - The date on which the first Contract Year begins.

Guaranteed  Account - A part of our General  Account,  which earns a  Guaranteed
Rate of interest.


Owner - The person named in the Contract Schedule,  unless changed,  and who has
all rights under the Contract.

Premium - Purchase payments for the Contract are referred to as Premium.

Premium  Year - Any  period of twelve  (12)  months  commencing  with the date a
Premium  payment is made and ending on the same date in each  succeeding  twelve
(12) month period thereafter.

Surrender  Charge  -  Contingent  deferred  sales  charges  are  referred  to as
Surrender Charges.

Valuation  Date - Each day that We and the New York Stock  Exchange are open for
trading.

Valuation  Period - The period  between the close of  business on any  Valuation
Date and the close of business for the next succeeding Valuation Date.

We, Our, Us - American International Life Assurance Company of New York.

You, Your - The Owner of this Contract.




                                       3
<PAGE>



                                  HIGHLIGHTS

   
This Prospectus  describes the Contracts ") and a segregated  investment account
of American  International  Life Assurance  Company of New York (the  "Company")
which account has been designated  Variable Account A (the "Variable  Account").
The Contracts are designed to assist in financial  planning by providing for the
accumulation  of  capital  on a  tax-deferred  basis  for  retirement  and other
long-term  purposes,  and providing for the payment of monthly  annuity  income.
Contracts  may be  purchased  in  connection  with a  retirement  plan which may
qualify as a 403(b) Plan or as an Individual  Retirement  Annuity  ("IRA").  The
Contract may also be purchased for retirement plans, deferred compensation plans
and other  purposes  which do not qualify for such  special  Federal  income tax
treatment ("Non-Qualified Contracts"). (See "Taxes" on page ___.)

A Contract is  purchased  with a minimum  initial  premium of $2,000  Additional
premium is permitted at any time, subject to certain limitations.  (See "Premium
and  Allocation to Your  Investment  Options" on page ___.) You, as the Owner of
the  Contract,  may allocate your premium so that it  accumulates  on a variable
basis, a fixed basis or a combination of both.

Premium  allocated among the Subaccounts of the Variable Account will accumulate
on a  variable  basis  and  will be  invested  in  shares  of one or more of the
following underlying portfolios:  the Conservative  Investors Portfolio,  Growth
Investors Portfolio, Growth Portfolio Quasar Portfolio, Technology Portfolio, or
Growth and Income Portfolio of the ALLIANCE  VARIABLE PRODUCTS SERIES FUND, INC.
("Alliance  Funds");  the VIP High Income Portfolio,  VIP Growth Portfolio,  VIP
Money Market Portfolio,  VIP Overseas Portfolio, VIP II Asset Manager Portfolio,
or VIP II 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 Hard Assets Portfolio or
Worldwide Balanced Portfolio, of the VAN ECK WORLDWIDE INSURANCE TRUST ("Van Eck
Funds"); the DREYFUS STOCK INDEX FUND; or the Short-Term  Retirement  Portfolio,
Medium-Term  Retirement  Portfolio or the Long-Term  Retirement Portfolio of the
TOMORROW FUNDS  RETIREMENT TRUST  ("Tomorrow  Funds").  Your value in any one of
these  Subaccounts  will vary  according to the  investment  performance  of the
underlying  portfolio chosen by you. You bear the entire investment risk for all
premium allocated to the Separate Account.
    

The Company does not deduct Sales  Charges from any premium  received.  However,
the Contracts provide for a Surrender Charge (contingent  deferred sales charge)
that may be assessed in the event that an Owner  surrenders  all or a portion of
the Contract Value within seven contract years following payment of any premium.
The maximum  Surrender Charge is 6% of premium to which the charge is applicable
(See "Summary of Expenses" on page ____, and "Charges and Deductions - Deduction
for Surrender Charge" on page .)

A penalty free withdrawal is available.  Generally, there is no Surrender Charge
imposed on the greater of the Contract  Value less  premiums paid or the portion
of the withdrawal that does not exceed 10% of premium  otherwise  subject to the
Surrender Charge. (See "Withdrawals" on page ___.)

Surrenders  and  Withdrawals  may be taxable and subject to a penalty tax.  (See
"Taxes" beginning on page ___.)

The Company  deducts daily 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. There are no Mortality and Expense Risk Charges deducted for amounts in
the Guaranteed Account. (See "Charges and Deductions Deduction for Mortality and
Expense Risk Charge" on page .)

The Company deducts daily an  Administrative  Charge which is equal on an annual
basis to 0.15% of the average daily net asset value of the Variable Account. The
Administrative  Charge is not assessed to the Guaranteed  Account.  In addition,
the Company deducts, from the Contract Value, an annual Contract Maintenance Fee
which is $30 per year.  The Contract  Maintenance  Fee is waived if the Contract
Value is greater  than  $50,000 on the date of the  charge.  These  Charges  are
designed  to  reimburse  the  Company for  administrative  expenses  relating to
maintenance  of the  Contract  and  the  Variable  Account.  (See  "Charges  and
Deductions - Deduction for Administrative  Charge and Contract  Maintenance Fee"
on page .)

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

The Owner may return the  Contract  within ten (10) days (the  "Right to Examine
Contract  Period")  after  it is  received  by  returning  it to  the  Company's
Administrative Office. 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.  In the case of Contracts  issued in
connection  with an IRA the Company  will refund the greater of the Premium less
any withdrawals,  or the Contract Value. However, if the laws of a state require
that the Company refund,  during the Right to Examine Contract Period, an amount
equal to the premium paid less any withdrawals,  the Company will refund such an
amount.


                                       4
<PAGE>



                                   FEE TABLE

CONTRACT OWNER TRANSACTION EXPENSES

<TABLE>
<CAPTION>
   

                                                                    ALL 
                                                                    SUBACCOUNTS
<S>                                                                 <C>    

 Sales Load Imposed on Purchases...................................   None

 Surrender Charge (as a percentage of amount surrendered):



Premium Year 1                                                           6% 
Premium Year 2                                                           6% 
Premium Year 3                                                           5% 
Premium Year 4                                                           5% 
Premium Year 5                                                           4% 
Premium Year 6                                                           3% 
Premium Year 7                                                           2% 
Premium Year 8 and thereafter                                          None 
                                                                      
    Exchange Fee:
First 12 Per Contract Year.............................................None

Thereafter............................................................$ 10

Annual Contract Fee...................................................$ 30

Separate Account Expenses
(as a percentage of average account value)
    Mortality and Expense Risk Fees....................................1.25%
    Account Fees and Expenses..........................................0.15%
Total Separate Account Annual Expenses.................................1.40%

</TABLE>
    




                                       5
<PAGE>




                              SUMMARY OF EXPENSES

Annual Fund Expenses After Expense Reimbursements*
   

<TABLE>
<CAPTION>


                                     Management        Other          Total
                                     Fee               Portfolio      Portfolio
                                                       Expenses       Expenses

<S>                                  <C>               <C>            <C>    

Alliance Conservative Investors         0.30%            0.65%         0.95%(1)
Alliance Growth Investors               0.00%            0.95%         0.95%(1)
Alliance Growth                         0.74%            0.19%         0.93%(1)
Alliance Growth and Income              0.63%            0.19%         0.82%(1)
+Alliance Quasar                        0.00%            0.95%         0.95%(1)
+Alliance Technology                    0.33%            0.62%         0.95%(1)
Fidelity VIP High Income                0.59%            0.12%         0.71%(4)
Fidelity VIP Growth                     0.61%            0.08%         0.69%(4)
Fidelity VIP Money Market               0.21%            0.09%         0.30%(4) 
Fidelity VIP Overseas                   0.76%            0.17%         0.93%(4) 
Fidelity VIP II Asset Manager           0.64%            0.10%         0.74%(4)                 
Fidelity VIP II Investment Grade Bond   0.45%            0.13%         0.58%(4)
+++Van Eck Worldwide Hard Assets        1.00%            0.23%         1.23%(5)
Van Eck Worldwide Balanced              0.00%            0.00%         0.00%(5)
Dreyfus Zero Coupon 2000                0.45%            0.21%         0.66%(3)
Dreyfus Stock Index                     0.245%           0.055%        0.30%(3)
Tomorrow Short-Term Retirement          0.00%            1.50%         1.50%(2)
Tomorrow Medium-Term Retirement         0.00%            1.50%         1.50%(2)
Tomorrow Long-Term Retirement           0.00%            1.50%         1.50%(2)



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 Funds. 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 each
Fund's Prospectus for further information.)


      No  deduction  will be made for any premium or other  taxes  levied by any
State  unless  imposed by the State where you reside.  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 State Premium Taxes" on page
___.)


"Other  Expenses"  are  based  upon the  expenses  outlined  under  the  section
discussing the management of the Fund in each Fund's attached Prospectus.


<FN>
- ------------------------
+  Expenses have been annualized as Portfolios have not been in effect for a 
   full year.

++ As of May 1, 1997 the Van Eck Gold and Natural Resources Portfolio will no 
longer be offered. The Portfolio has been replaced by the Van Eck Worldwide
Hard Assets Fund, which is described within this Prospectus.    

*Operating  Expenses for the following  Portfolios  before  reimbursement by the
relevant  Fund's  investment  adviser,  for the period ending December 31, 1996,
were as follows:

(1) Alliance Variable Product Series Funds:  1.40% for Conservative  Investors;
1.85%for Growth Investors;  0.93%for Growth;  4.44% for Quasar;  and 1.62% for
Technology, of average daily net assets;

(2) Tomorrow Retirement Funds- 19.10% for the Short-Term  Retirement 20.86% for
the Medium Term Retirement and 40.49% for the Long-Term  Retirement,  of average
daily net assets;

(3) Regarding the Dreyfus  Fund,  the expenses set forth above are actual total
expenses without any expense reimbusement;

(4)  Withrespect  to the  Fidelity  VIP and VIP II funds,  the expenses set forth
above are actual total expenses.  However a portion of the brokerahge commission
that certain funds pay was used to reduce fund  expenses.  In addition,  certain
funds have entered into  arrangements  with their  custodian and transfer  agent
wheby interest  earned on univested  cash balances was used to reduce  custodian
and transfer agent  expenses.  Including  thesereductions,  the total  operating
expenses  presented  in the  table  would  have  been.67%  for  the  VIP  Growth
Portfolio,  .92% for the VIP Overseas  Portfolio,  and .73% for the VIP II Asset
Manager Portfolio.

(5) The Van Eck Funds:  2.49% for the  Worldwide  Balance  Fund and 1.24% for the
Hard Assets Fund. The fee respecting In addition Van Eck has disclosed that with
respect to the Hard Assets Fund, the Fund directs certain  portfolio trades to a
broker that, in turn pays a portion of the Fund's  operating  expenses.  For the
year ended December 31, 1996, the Fund's  expenses were redueced by $7,290 under
this  arrangement.  The Fund could have  invested the assets used in  connection
with the directed  brokerage  arrangement in an income producing asset if it had
not entered in to such an arrangement. 
</FN>
</TABLE>


    






                                       6
<PAGE>
   











EXPENSES ON A HYPOTHETICAL $1,000 POLICY, ASSUMING 5% GROWTH:

<TABLE>
<CAPTION>


                                                  IF YOU SURRENDER
PORTFOLIO                                   1 YEAR     3 YEARS    5 YEARS  10 YEARS
- ---------                                   ------     -------    -------  --------

<S>                                          <C>     <C>         <C>       <C>  

Alliance Conservative Investors               78        120         165      275
Alliance Growth Investors                     78        120         165      275
Alliance Growth                               78        120         164      273
Alliance Growth and Income                    77        116         158      262
Alliance Quasar                               78        120         165      275
Alliance Technology                           78        120         165      275
Fidelity VIP High Income                      76        113         152      250
Fidelity VIP Growth                           76        112         152      248
Fidelity VIP Money Market                     72        100         151      207
Fidelity VIP Overseas                         78        119         183      272
Fidelity VIP II Asset Manager                 76        114         154      253
Fidelity VIP II Investment Grade Bond         75        109         146      237
Dreyfus Zero Coupon                           76        111         150      145
Van Eck Hard Assets                           81        129         178      302 
Van Eck Worldwide Balanced                    69        91          116      175 
Dreyfus Stock Index                           72        100         131      207
Tomorrow Short-Term Retirement                84        137         192      328
Tomorrow Medium-Term Retiremenet              84        137         192      328
Tomorrow Long-Term Retirement                 84        137         192      328
</TABLE>
    

<TABLE>
<CAPTION>

                                                      IF YOU ANNUITIZE OR
                                                      IF YOU DO NOT SURRENDER
                                                        
PORTFOLIO                                  1 YEAR    3 YEARS   5 YEARS  10 YEARS    
- ---------                                  ------    -------   -------  --------    
                                                                 
<S>                                           <C>       <C>      <C>      <C>   



Alliance Conservative Investors               24          75      129       275
Alliance Growth Investors                     24          75      129       275
Alliance Growth                               24          75      128       273
Alliance Growth and Income                    23          71      122       262
Alliance Quasar                               24          75      129       275
Alliace Technology                            24          75      129       275
Fidelity VIP High Income                      22          68      116       250
Fidelity VIP Growth                           22          67      115       248
Fidelity VIP Money Market                     18          55       95       207
Fidelity VIP Overseas                         24          74      127       272
Fidelity VIP II Asset Manager                 22          69      118       253
Fidelity VIP II Investment Grade Bond         21          64      110       237
Dreyfus Zero Coupon 2000                      22          66      114       245
Dreyfus Stock Index                           18          55       95       207
Van Eck Worldwide Hard Assets                 27          84       142       302
Van Eck Worldwide Balanced                    15          46       80       175
Tomorrow Short-Term Retirement                30          92       158      328
Tomorrow Medium-Term Retiremenet              30          92       158      328
Tomorrow Long-Term Retirement                 30          92       158      328
</TABLE>


     THE EXAMPLES  SHOULD NOT BE CONSIDERED   REPRESENTATIONS  OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.



                                       7
<PAGE>


   
           CONDENSED FINANCIAL INFORMATION
               ACCUMULATION UNIT VALUES

<TABLE>
<CAPTION>

                                          1996

                                   --------------------
<S>                                 <C>    

Alliance Growth & Income
   Accumulation Unit   Value
        Beginning of Period              10.00
        End of Period                    12.00
   Accum Units o/s @ end of period   20,637.99
Alliance Growth Investor
   Accumulation Unit Value
        Beginning of Period              10.00
        End of Period                    10.52
   Accum Units o/s @ end of period    4,469.09
Alliance Growth
   Accumulation Unit Value
        Beginning of Period              10.00
        End of Period                    11.32
   Accum Units o/s @ end of  period  13,718.81
Alliance Technology
   Accumulation Unit Value
        Beginning of Period              10.00
        End of Period                     9.80
   Accum Units o/s @ end of period    3,209.81
Alliance Quasar
   Accumulation Unit Value
        Beginning of Period              10.00
        End of Period                    10.31
   Accum Units o/s @ end of period      674.25
Fidelity VIP Money Market
   Accumulation Unit Value
        Beginning of Period              10.00
        End of Period                    10.25
   Accum Units o/s @ end of period  113,781.59
Fidelity VIP II Asset Manager
   Accumulation Unit Value
        Beginning of Period              10.00
        End of Period                    10.87
   Accum Units o/s @ end of period    8,370.63
Fidelity VIP Growth
   Accumulation Unit Value
        Beginning of Period              10.00
        End of Period                    10.07
   Accum Units o/s @ end of period   23,774.76

</TABLE>
    
                                       8
<PAGE>
   



             CONDENSED FINANCIAL INFORMATION

               ACCUMULATION UNIT VALUES

<TABLE>
<CAPTION>

                                          1996

                                   --------------------
<S>                                <C>

Fidelity VIP High Income
   Accumulation Unit Value
        Beginning of Period               10.00
        End of Period                     10.67
   Accum Units o/s @ end of period     8,506.22
Fidelity VIP II Inv. Grade Bond
   Accumulation Unit Value
        Beginning of Period               10.00
        End of Period                     10.48
   Accum Units o/s @ end of period     2,615.29
Fidelity VIP Overseas
   Accumulation Unit Value
        Beginning of Period               10.00
        End of Period                     10.71
   Accum Units o/s @ end of period    10,640.99
Van Eck Hard Assets
   Accumulation Unit Value
        Beginning of Period               10.00
        End of Period                     10.78
   Accum Units o/s @ end of  period    4,646.11
Van Eck World Wide Balance
   Accumulation Unit Value
        Beginning of Period               10.00
        End of Period                     10.73
   Accum Units o/s @ end of period     5,572.84
Dreyfus Stock Index
   Accumulation Unit Value
        Beginning of Period               10.00
        End of Period                     11.21
   Accum Units o/s @ end of period    17,836.33
Dreyfus Zero Coupon
   Accumulation Unit Value
        Beginning of Period               10.00
        End of Period                     10.32
   Accum Units o/s @ end of period     6,176.80

</TABLE>
    


                                       9
<PAGE>
   





           CONDENSED FINANCIAL INFORMATION

               ACCUMULATION UNIT VALUES
<TABLE>
<CAPTION>

                                          1996

                                   --------------------
<S>                                  <C>    

Tomorrow Short-Term
   Accumulation Unit Value
        Beginning ofPeriod                  10.00
        End of Period                       10.70
   Accum Units o/s @ end of period      15,744.76
Tomorrow Medium-Term
   Accumulation Unit Value
        Beginning of Period                 10.00
        End of Period                       10.78
   Accum Units o/s @ end of  period      6,084.92
Tomorrow Long-Term
   Accumulation Unit Value
        Beginning of Period                10.00
        End of Period                      10.84
   Accum Units o/s @ end of period      1,852.96
</TABLE>

    
                                       10
<PAGE>

   


Funds were first invested in the Portfolios as listed below:

<TABLE>
<S>                                <C>

Alliance  Growth and  Income        January  14, 1991  
Alliance  Growth  Investors         October 28, 1994 
Alliance Growth                     September 15, 1994 
Alliance Conservative Investors     October  28,  1994  
Alliance  Quasar                    August  15,  1996  
Alliance   Technology               January 22, 1996  
Fidelity VIP High Income            September 19, 1985
Fidelity VIP Growth                 October 9, 1986  
Fidelity VIP Money Market           April 1, 1982
Fidelity  VIP  Overseas             January 28, 1987  
Fidelity  VIP II Asset  Manager     September 9, 1989 
Fidelity VIP II Investment  
Grade Bond                          December  5, 1988
Dreyfus Zero Coupon 2000            September 29, 1989 
Dreyfus Stock Index                 August 31,  1990  
Van  Eck Worldwide  Hard  Assets    September  1,  1989
Van Eck Worldwide Balanced          December 23, 1994
Tomorrow Short-Term   Retirement    April  1, 1996  
Tomorrow  Medium-Term  Retirement   April  1, 1996
Tomorrow Long-Term Retirement      April 1, 1996
</TABLE>
    


                                       11
<PAGE>


Calculation of Performance Data

      The Company may, from time to time,  advertise certain performance related
information concerning one or more of the Subaccounts,  including information as
to total return and yield.  Performance  information about a Subaccount is based
on the  Subaccount'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
Subaccount,  it will usually be calculated  for one,  five, and ten year periods
or, where a Subaccount 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 Subaccount at the beginning of the
relevant  period  to the  value  of the  investment  at  the  end of the  period
(assuming the  deduction of any  Surrender  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
Surrender Charge.

      When  the  Company  advertises  the  yield  of a  Subaccount  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 VIP  Money  Market
Subaccount  it may advertise in addition to the total return either the yield or
the effective yield. The yield of the VIP Money Market  Subaccount refers to the
income  generated by an investment in that Subaccount  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 VIP Money Market Subaccount 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 Subaccount
may be  compared  to:  (i) the  Standard  & Poor's  500 Stock  Index,  Dow Jones
Industrial Average,  Donoghue VIP Money Market Institutional  Averages,  indices
measuring  corporate bond and government  security  prices as prepared by Lehman
Brothers,  Inc. and Salomon Brothers or other indices measuring performance of a
pertinent  group of  securities  so that  investors  may compare a  Subaccount'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. No financial statements for the 
Variable Account have been provided in the Statement of Additional Information
because as of the date of this Prospectus, Subaccounts were not yet in 
operation and consequently had no assets invested in the underlying portfolios. 


                                  THE COMPANY

      American  International Life Assurance Company of New York 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 Company  authorized the  organization of the Variable Account in 1986.
The  Variable  Account is  maintained  pursuant to Delaware  insurance  law. 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 Variable  Account meets the definition of a
"Separate Account" under Federal securities laws. The SEC does not supervise the
management or the investment practices of the Variable Account.

      The Company owns the assets in the Variable Account and obligations  under
the Contract are general  corporate  obligations.  The Variable Account and each
Subaccount,  however,  are separate  from the Company's  other assets  including
those of the General Account and from any other separate accounts. 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.  Investment  income,  as well as
both  realized  and  unrealized  gains and losses  are, in  accordance  with the
Contracts, credited to or charged against the Variable Account without regard to
income,  gains or losses arising out of any other business of the Company.  As a
result,  the investment  performance of each Subaccount and the Variable Account
is entirely independent of the investment performance of the General Account and
of any other separate account maintained by the Company.

      The Variable Account is divided into Subaccounts,  with the assets of each
Subaccount  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. If deemed to be in the best interests of persons having voting rights
under the Contract, the Variable Account may be operated as a management company
under the Investment  Company Act of 1940, may be deregistered under such Act in
the event such  registration is no longer required,  or may be combined with one
or more other separate  accounts.  The Company may offer other variable  annuity
contracts  which also invest in Variable  Account A, and are  described in other
prospectuses.

                                       12
<PAGE>


                                   THE FUNDS

      Alliance Funds,  Fidelity Funds, Dreyfus Funds, Van Eck Funds and Tomorrow
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. A summary of the investment  objectives for each
portfolio is  contained in the  description  of the Funds below.  More  detailed
information,  including  the advisory fee of each  portfolio  and other  charges
assessed  by each Fund,  may be found in the  relevant  Fund  prospectus,  which
contains a  discussion  of the risks  involved in  investing  in such Fund.  The
prospectuses  for each Fund are included with this  Prospectus.  The  investment
objectives of the portfolios are as follows:

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 reaturn  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 comon 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.

   
Technology Portfolio

            This  portfolio  seeks  growth  of  capital  through  investment  in
      companies expected to benefit from advances in technology.  The Technology
      portfolio invests principally in a diversified  portfolio of securities of
      companies  which use technology  extensively in the  development of new or
      improved products or processes.


Quasar Portfolio

            This    portfolio    seeks    growth   of   capital   by    pursuing
aggressiveinvestment policies.  The Portfolio invests  principally in a 
diversified  portfolio of equity securities  of any company  and  industry  
and in any type of security  which isbelieved to offer possibilities for capital
appreciation.
    

      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  Fund
prospectus  which contains a discussion of the risks involved in investing.  The
Alliance Fund prospectus is included with this Prospectus.

                                    


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.  The Dreyfus
Corporation serves as this portfolio's investment adviser.



                                       14
<PAGE>



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.  Wells Fargo Nikko Investment Advisers ("WFNIA")
serves as the index fund manager of the Dreyfus Stock Index Fund.

FIDELITY INVESTMENT VARIABLE INSURANCE PRODUCTS FUNDS

   
VIP Growth Portfolio
    

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

   
VIP 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 Fidelity Fund's attached prospectus.

   
VIP Overseas Portfolio
    

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

   
VIP 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 portfolio will
invest only in high quality U.S.  dollar-denominated  money market securities of
domestic and foreign issuers. An investment in the VIP Money Market Portfolio is
neither  insured  nor  guaranteed  by the U.S.  government,  and there can be no
assurance that the portfolio will maintain a stable $1.00 share price.

VIP II 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.

   
VIP II 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 VIP Money Market Portfolio.  On
behalf  of the  VIP  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 VIP II 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 assesed by the
Fidelity  Funds,  are  contained  in the  prospectuses  of the  Fidelity  Funds,
included with this Prospectus.
    

                                       15
<PAGE>

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.

   
Van Eck Worldwide Hard Assets Fund

      This portfolio seeks long-term capital appreciation by investing globally,
primarily in equity and debt  securities  of companies  engaged to a significant
extent  in the  exploration,  development,  production  and  distribution  of(1)
precious metals; (2) ferrous and non-ferrous  metals;(3) oil and gas; (4) forest
products;  (5)  realestate;  and (6)  other  basic  non-agricultual  commodities
(collectively, " Hard Assets"). * As of May 1, 1997 the Van Eck Gold and Natural
Resources  Portfolio is no longer being offered.  The Portfolio will be replaced
by the Van Eck Worldwide Hard  Assets  Fund  described  above.  

Van  Eck  Associates  Corporation  is the investment advisor and manager of Van 
Eck Funds. Van Eck Associates  Corporation has  entered  into  sub-advisory  
agreements  to provide  investment  advice forcertain  portfolios of the 
Van Eck Funds.  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 relevant  Fund  prospectus
included with this Prospectus.
    

TOMORROW FUNDS RETIREMENT TRUST

Short-Term Retirement Fund

      This portfolio seeks to satisfy the retirement  goals of investors who are
currently  between  51 and 65 years of age and with an  average  remaining  life
expectancy in the range of 20-30 years.

Medium-Term Retirement Fund

      This portfolio seeks to satisfy the retirement  goals of investors who are
currently  between  36 and 50 years of age and with an  average  remaining  life
expectancy in the range of 35-50 years.

Long-Term Retirement Fund

      This portfolio seeks to satisfy the retirement  goals of investors who are
currently  between  22 and 35 years of age and with an  average  remaining  life
expectancy in the range of 50 years or more.

      Each Tomorrow Funds portfolio  invests its assets,  in varying amonts,  in
equity and fixed-income  securities of all types. The amount of assets allocated
to equity  securities is currently  invested,  in varying  amounts,  among large
capitalization stocks, medium capitalization stocks, small capitalization stocks
and,  indirectly  through  other  investment   companies,   foreign  securities.
Typically,  the longer  the  average  life  expectancy  of the  target  class of
investors in a Tomorrow Funds portfolio, the greater the allocation of assets of
that portfolio to securities with higher growth potential and,  correspondingly,
more risk,  such as small  capitalization  stocks.  Conversely,  the shorter the
average life  expectancy  of the target  class of investors in a Tomorrow  Funds
portfolio,  the greater the emphasis on current income and capital  preservation
of assets and, therefore, the greater the allocation of assets of that portfolio
to fixed-income  securities.  Each Tomorrow Funds portfolio will be managed more
conservatively as the average age of its target class of investors increases.

      Weiss,  Peck & Greer,  L.L.C.  is the investment  adviser for the Tomorrow
Funds  portfolios.  Tomorrow  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 assesed by the Tomorrow  Funds,  are
contained  in the  prospectuses  of  the  Tomorrow  Funds,  included  with  this
Prospectus.

THERE IS NO  ASSURANCE  THAT ANY OF THE  PORTFOLIOS  WILL  ACHIEVE  THEIR STATED
OBJECTIVES.

                                       16
<PAGE>

Voting Rights

      As previously  stated,  all of the assets held in the  Subaccounts  of the
Variable Account will be invested in shares of a corresponding  portfolio of the
relevant Fund.  Based on the Company's view of present  applicable  law, we will
vote  the  portfolio  shares  held  in  the  Variable  Account  at  meetings  of
shareholders  in  accordance  with  instructions  received  from Owners having a
voting  interest in the portfolio.  However,  if the 1940 Act or its regulations
are  amended,  or if our  interpretation  of present law changes to permit us to
vote the portfolio shares in our own right, we may elect to do so.

      Prior to the  Annuity  Date,  the Owner  holds a voting  interest  in each
portfolio in which there is value in the corresponding Subaccount. The number of
portfolio  shares which are  attributable to the Owner is determined by dividing
the corresponding value in a particular Subaccount by the net asset value of one
portfolio  share.  The number of votes  which an Owner will have a right to cast
will be determined as of the record date established by each portfolio.

      We will  solicit  voting  instructions  by mail  prior to the  shareholder
meetings.  An Owner having a voting  interest in a Subaccount will be sent proxy
material, reports and other materials as provided by the relevant Fund, relating
to the appropriate  portfolios.  The Company will vote shares in accordance with
instructions  received from the Owner having a voting interest.  At the meeting,
the Company will vote shares for which it has received no  instructions  and any
shares not  attributable to Owners in the same proportion as it votes shares for
which it has received instructions from Owners.

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

      Shares of the Funds may be sold to  separate  accounts  of life  insurance
companies.  The shares of the Funds  will be sold to  separate  accounts  of the
Company and its affiliate,  American International Life Assurance Company of New
York, as well as to separate  accounts of other affiliated or unaffiliated  life
insurance  companies  to fund  variable  annuity  contracts  and  variable  life
insurance  policies.   It  is  conceivable  that,  in  the  future,  it  may  be
disadvantageous  for  variable  life  insurance  separate  accounts and variable
annuity  separate  accounts  to  invest in the  Funds  simultaneously.  Although
neither  the  Company nor the Funds  currently  foresee any such  disadvantages,
either to variable life insurance  policyowners  or to variable  annuity Owners,
each Fund's  Board of  Directors  will  monitor  events in order to identify any
material irreconcilable conflicts which may possibly arise and to determine what
action,   if  any,  should  be  taken  in  response   thereto.   If  a  material
irreconcilable  conflict were to occur,  each Fund will take  whatever  steps it
deems  necessary,  at its  expense,  to remedy or eliminate  the  irreconcilable
material  conflict.  If such a  conflict  were to occur,  one or more  insurance
company  separate  accounts  might withdraw its  investments in such Fund.  This
might force such Fund to sell securities at disadvantageous prices.

Substitution of Shares

      If the shares of a Fund (or any portfolio  within a Fund) should no longer
be available for  investment  by the Variable  Account or if, in the judgment of
the Company,  further  investment in such shares should become  inappropriate in
view of the  purpose of the  Contracts,  the Company  may  substitute  shares of
another  mutual  fund (or  portfolio  within the fund) for Fund  shares  already
purchased or to be purchased in the future under the Contracts.  No substitution
of  securities  may take  place  without  any  required  prior  approval  of the
Securities and Exchange Commission and under such requirements as it may impose.


                                       17
<PAGE>

                                 THE CONTRACT

      The Contract described in this Prospectus is a deferred variable annuity.

Parties to the Contract

      Owner

      As the  purchaser  of the  Contract,  You  may  exercise  all  rights  and
   privileges  provided  in the  Contract,  subject to any rights  that You,  as
   Owner, may convey to an irrevocable  beneficiary.  As Owner, You will also be
   the Annuitant, unless You name in writing some other person as Annuitant.

      Annuitant

      The  Annuitant  is the person who receives  annuity  payments and upon the
   continuance of whose life these payments are based. You may designate someone
   other than yourself as Annuitant. If the Annuitant is a person other than the
   Owner,  and the Annuitant  dies before the Annuity Date,  You will become the
   Annuitant unless you designate someone else as the new Annuitant.

      Beneficiary

      The  Beneficiary  You designate will receive the death proceeds if You die
   prior to the Annuity  Date.  If no  Beneficiary  is living at that time,  the
   death  proceeds are payable to Your estate.  If the Annuitant  dies after the
   Annuity Date, the Beneficiary will receive any remaining  guaranteed payments
   under an  Annuity  Option.  If no  Beneficiary  is living at that  time,  the
   remaining guaranteed payments are payable to Your estate.

      Change of Annuitant and Beneficiary

   
      Prior to the Annuity Date, You may change the Annuitant and Beneficiary by
   making a written request to Our Administrative Office. After the Annuity Date
   only a change of Beneficiary  may be made. Once We have accepted Your written
   request, any change will become effective on the date You signed it. However,
   any change will be subject to any payment or other  action taken by Us before
   We record the change.  If the Owner is not a natural  person,  under  current
   Federal tax law, the Contract  may be subject to  unintended  and adverse tax
   consequences.  For possible tax  considerations of these changes,  see Taxes,
   page .
    

How to Purchase a Contract

      At the time of  application,  the Purchaser  must pay at least the minimum
Premium  required  and provide  instructions  regarding  the  allocation  of the
Premium among the Subaccounts. Acceptance of the Premium and form of application
is subject to Our  requirements  and We reserve the right to reject any Premium.
If the  application  and Premium are accepted in the form received,  the Premium
will be credited and  allocated to the  Subaccounts  within two business days of
its receipt.  The date the Premium is credited to the Contract is the  Effective
Date.

      If within  five days of the  receipt  of the  initial  Premium We have not
received sufficient information to issue a Contract, You will be contacted.  The
reason for the delay will be explained to You. If You consent We will retain the
Premium until the necessary requirements are fulfilled.  Otherwise,  the Premium
will be immediately refunded to You.

Discount Purchase Programs

   
      Purchases made by officers, directors and employees of either the Company,
an affiliate of the Company or any individual, firm or company that has executed
the  necessary  agreements  to sell the  Contracts  and members of each of their
immediate  families may not be subject to the Surrender  Charge.  Such purchases
include  retirement  accounts  and  must  be for  accounts  in the  name  of the
individual or qualifying family member.
    

                                       18
<PAGE>

Distributor

   
      AIG Equity Sales Corp. ("AESC"),  80 Pine Street, New York, New York, acts
as the distributor of the Contracts.  AESC is a wholly-owned  subsidiary of AIG,
and an affiliate of the Company. Commissions not to exceed 6.5% of Premiums will
be paid to entities which sell the Contract. Additional payments may be made for
other services not directly  related to the sale of the Contract,  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
to be 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.

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 Owner's  records.  DVFS serves as the  administrator  to various
insurance companies offering variable contracts.

Premium and Allocation to Your Investment Options

   
      The  initial  Premium  must be at least  $2,000.You  may  make  additional
payments of Premium  prior to the Annuity  Date, in amounts of at least $1000 or
$100 as part of an automatic  investment  plan. There is no maximum limit on the
additional  Premiums  You may pay or on the numbers of  payments;  however,  the
Company reserves the right to reject any Premium on any Contract. You specify at
the time of issue or subsequently how the remaining amount,  known as Additional
Premium will be allocated.

      The initial  Premium is allocated  among the  Subaccounts  and  Guaranteed
Account on the Effective  Date.Your  allocation  instructions  will specify what
percentage of Your initial  Premium is to be credited to each  Subaccount and to
the  Guaranteed  Account.  Allocation  instructions  must be  expressed in whole
percentages.  Allocations for additional  Premium will be made on the same basis
as the initial Premium unless We receive a written notice with new instructions.
Additional  Premium will be credited to the Contract  Value and allocated at the
close of the first  Valuation Date on or after which the  Additional  Premium is
received at Our Administrative Office.

      All  Premiums  to IRA or  403(b)  Plan  Contracts  must  comply  with  the
applicable  provisions  in the  Code  and  the  applicable  provisions  of  Your
retirement  plan.  Additional  Premium  commingled  in an IRA  with  a  rollover
contribution   from  other  retirement  plans  may  result  in  unfavorable  tax
consequences.  You  should  seek legal  counsel  and tax  advice  regarding  the
suitability of the Contract for Your situation. (See " Taxes " on page .)
    

Right to Examine Contract Period

      The Contract provides a 10 day Right to Examine Contract Period giving You
the  opportunity  to cancel the  Contract.  You must  return the  Contract  with
written  notice to Us. If We receive the Contract and Your written notice within
10 days after it is  received  by You,  the  Contract  will be voided.  With the
exception of Contracts  issued in connection  with an IRA, in those states whose
laws do not  require  that We assume the risk of market loss during the Right to
Examine Contract Period,  should You decide to cancel Your Contract,  the amount
to be  returned  to You will be the  Contract  Value (on the day We receive  the
Contract) plus any charges deducted for State Taxes,  without  imposition of the
Surrender  Charge.  The  amount  returned  to you may be more or less  than  the
initial  Premium.  (See "Charges and Deductions" on page .) For Contracts issued
in those states that  require we return the premium,  we will do so. In the case
of  Contracts  issued in  connection  with an IRA,  the Company  will refund the
greater of the Premium, less any withdrawals, or the Contract Value.



                                       19
<PAGE>

      State laws governing the duration of the Right to Examine  Contract Period
may vary from state to state. We will comply with the laws of the state in which
the  Owner  resides  at the time the  Contract  is  applied  for.  Federal  laws
governing  IRAs require a minimum seven day right of  revocation.  We provide 10
days from the date the Contract was mailed or otherwise  delivered to you.  (See
"Individual Retirement Annuities" on page .)

Unit Value and Contract Value

      After the  deduction of certain  charges and  expenses,  amounts which You
allocate  to  a  Subaccount  of  the  Variable  Account  are  used  to  purchase
Accumulation Units in that Subaccount, not shares of the Portfolio in which that
Subaccount  invests.  The  number of  Accumulation  Units you  purchase  will be
determined by dividing the amount allocated to each Subaccount by the Unit Value
of the  Subaccount  for  the  Valuation  Period  during  which  the  amount  was
allocated.

      The Unit Value for each Subaccount will vary from one Valuation  Period to
the next,  based on the  investment  experience  of the  Portfolio  in which the
Subaccount  invests  and the  deduction  of certain  charges and  expenses.  The
Statement  of  Additional  Information  contains a detailed  explanation  of how
Accumulation Units are valued.

      Your value in any given  Subaccount is determined by multiplying  the Unit
Value for the  Subaccount  by the number of Units You own. Your value within the
Variable  Account is the sum of your  values in all the  Subaccounts.  The total
value of your Contract,  known as the Contract  Value,  equals your Value in the
Variable Account plus Your value in the Guaranteed Account.

Transfers

      Prior to the Annuity Date,  You may make Transfers  among the  Subaccounts
and into and out of the Guaranteed Account subject to certain rules.

      At the present time there is no limit on the number of transfers which can
be made among the  Subaccounts  and the  Guaranteed  Account in any one Contract
Year.  We reserve the right to limit the number of  transfers to 12 per Contract
Year. There are no fees for the first 12 transfers in any one Contract Year. For
each transfer in excess of 12 within one Contract Year, We impose a transfer fee
of $10. A transfer  fee, if any, is deducted from the amount  transferred.  (See
Appendix , "Guaranteed Account Transfers," page___.)

      Transfers  may be made by written  request or by telephone as described in
the Contract or specifically  authorized in writing.  The Company will undertake
reasonable procedures to confirm that instructions communicated by telephone are
genuine. All calls will be recorded.  All transfers will be confirmed in writing
to the 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.

      After the  Annuity  Date,  the  Owner  may  transfer  the  Contract  Value
allocated to the Variable  Account among the Subaccounts.  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, if any, will be
deducted  from the next annuity  payment  after the  transfer.  If following the
transfer, the Annuity Units remaining in the Subaccount would generate a monthly
annuity  payment of less than $100,  the Company will transfer the entire amount
in the Subaccount.

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

      The minimum  amount which may be transferred at any one time is the lesser
of $1,000 or the value of the  Subaccount  or  Guarantee  Period  from which the
transfer is made.  However,  the minimum  amount for transfers  under our Dollar
Cost Averaging program is $100 per Subaccount. (See "Dollar Cost Averaging") For
additional  limitations  regarding transfers out of the Guaranteed Account,  see
"The Guaranteed Account" in the Appendix, page ____.)

                                       20
<PAGE>

Dollar Cost Averaging

   
      The Company  currently offers an option under which Owners may dollar cost
average their  allocations in the Subaccounts  under the contract by authorizing
the  Company  to make  periodic  allocations  of  Contract  Value  from  any one
Subaccount to one or more of the other  Subaccounts.  Dollar cost averaging is a
systematic  method of investing  in which  securities  are  purchased at regular
intervals  in fixed  dollar  amounts  so that the  cost of the  securities  gets
averaged  over time and possibly  over various  market  cycles.  The option will
result in the allocation of Contract Value to one or more Subaccounts, and these
amounts  will be  credited at the  Accumulation  Unit value as of the end of the
Valuation  Dates on which  the  exchanges  are  effected.  Amounts  periodically
transferred  under this option are not included in the 12 transfers per Contract
Year discussed  under  "Transfers" on page ___. Since the value of  Accumulation
Units will vary,  the  amounts  allocated  to a  Subaccount  will  result in the
crediting of a greater number of units when the  Accumulation  Unit value is low
and a  lesser  number  of  units  when  the  Accumulation  Unit  value  is high.
Similarly,  the amounts exchanged from a Subaccount will result in a debiting of
a greater number of units when the Subaccount's  Accumulation  Unit value is low
and a lesser number of units when the  Accumulation  Unit value is high.  Dollar
cost averaging does not guarantee profits, nor does it assure that an Owner will
not have losses.  A Dollar Cost  Averaging  Request  form is available  from the
Administrative Office upon request.
    



      To elect the Dollar Cost Averaging Option, the Owner's Contract Value must
be at least $12,000 and a Dollar Cost  Averaging  Request in proper form must be
received by the  Company.  The Dollar Cost  Averaging  Request  form will not be
considered complete until the Contract Value is at least the required amount. An
Owner may not have in effect at the same time  Dollar Cost  Averaging  and Asset
Rebalancing Options.

                                       21
<PAGE>


Asset Rebalancing Option

   
      The Company  currently  offers an option under which Owners may  authorize
the Company to automatically  exchange Contract  Valueperiodically to maintain a
particular percentage allocation among the Subaccounts as selected by the Owner.
The Contract Value allocated to each Subaccount will grow or decline in value at
different  rates  during  the  quarter,  and  Asset  Rebalancing   automatically
reallocates the Contract Value in the Subaccounts to the allocation  selected by
the Owner.  Asset  Rebalancing is intended to exchange Contract Value from those
Subaccounts that have increased in value to those Subaccounts that have declined
in value. Over time, this method of investing may help an Owner buy low and sell
high,  although there can be no assurance of this. This  investment  method does
not guarantee profits, nor does it assure that an Owner will not have losses.
    

      To elect the Asset Rebalancing  Option, the Contract Value in the Contract
must be at least $12,000 and an Asset Rebalancing Request in proper form must be
received by the Company. An Owner may not have in effect at the same time Dollar
Cost Averaging and Asset Rebalancing Options.

      The amounts transferred will be credited to the Accumulation Unit Value as
of the end of the Valuation  Dates on which the transfers are effected.  Amounts
periodically  transferred under this option are not included in the 12 transfers
per Contract Year discussed under "Transfers" on page ____.

      An Owner may instruct the Company at any time to terminate  this option by
written request.  Once terminated,  this option may not be reselected during the
same Contract Year.


                            CHARGES AND DEDUCTIONS

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

   
Deduction State Premium Taxes


      We do not deduct  premium taxes unless  assessed by the state of residence
of the Owner. Any premium or other taxes levied by any governmental  entity with
respect  to the  Contracts  will be  charged at Our  discretion  against  either
Premium or Contract Value.  Premium taxes currently imposed by certain states on
the Contracts  range  typically  from 0% to 3.5% of premiums  paid.  Some states
assess  premium  taxes at the time Premium is received;  others  assess  premium
taxes at the time of  annuitization.  Premium taxes are subject to being changed
or amended by state  legislatures,  administrative  interpretations  or judicial
acts.
    


                                       22
<PAGE>


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.  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 Surrender Charge in the event of the
death of the Owner prior to the Annuity  Date and to provide the death  benefit.
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
Administrative and Contract Maintenance Charges.

      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 .) The Company
in its discretion 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 that portion of the charge
attributable to mortality risk.

Deduction for Accidental Death Benefit

      If the Owner has elected the Accidental Death Benefit, the Company deducts
for each Valuation Period, an Accidental Death Benefit Charge equal on an annual
basis to 0.10% of the average daily net asset value in the Variable Account.

Deduction for Surrender (Deferred Sales) Charges

   
      In the event that an Owner makes a withdrawal from or surrenders  Contract
Value in  excess  of the Free  Withdrawal  Amount,  a  Surrender  Charge  may be
imposed..  The Free  Withdrawal  Amount is equal to the greater of the  Contract
Value less premiums paid or the portion of the  withdrawal  that does not exceed
10% of the total Premium  otherwise  subject to the Surrender Charge paid to the
time of withdrawal,  less any prior withdrawals;  however,  the Surrender Charge
applies only to Premium  received by the Company  within seven (7) years of the
date of the withdrawal.
    

                                       23
<PAGE>
   

      The Surrender Charge will vary in amount depending upon the time which has
elapsed  since the date  Premium was  received.  In  calculating  the  Surrender
Charge, Premium is allocated to the amount surrendered on a first-in,  first out
basis.  The amount of any withdrawal  which exceeds the Free  Withdrawal  Amount
will be subject to the following charges:
<TABLE>
<CAPTION>

                                 Applicable Deferred
                                 Sales Charge Percentage

<S>                                    <C>
  
  Premium Year 1                           6%
  Premium Year 2                           6%
  Premium Year 3                           5%
  Premium Year 4                           5%
  Premium Year 5                           4%
  Premium Year 6                           4%
  Premium Year 7                           2%
  Premium Year 8 and thereafter            None
</TABLE>
    

      No Surrender  Charge is imposed  against:  (1) Transfers of Contract Value
under  Dollar  Cost  Averaging,  Asset  Rebalancing,  or  Systematic  Withdrawal
options; (2) Contract Value upon Annuitization; (3) a Death Benefit.

      The  Surrender  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  Surrender  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  as a 403 (b) Plan or 
IRAs.  (See "Taxes - 403(b) Plans" on page     .)
    

Deduction for Administrative Charges

   
      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.  This charge is intended  to  reimburse  Us for
administrative  expenses,  both during the accumulation period and following the
Annuity Date.
    

Deduction for Contract Maintenance Charge

   
      The Company also deducts an annual Contract  Maintenance Charge of $30 per
year,  from  the  Contract  Value on each  Contract  Anniversary.  The  Contract
Maintenance  Fee is waived if the Contract  Value is greater than $50,000 on the
date of deduction  of the charge.  These  charges are designed to reimburse  the
Company for the costs it incurs  relating to  maintenance  of the Contract,  the
Variable Account, and the Guaranteed Account. If the Contract is surrendered, we
will deduct the Contract Maintenance Charge at the time of surrender,  pro-rata,
for the current Contract Year. The deduction will be made  proportionally  based
on your value in each Subaccount and the Guaranteed  Account.  After the Annuity
Date, the Contract  Maintenance Charge is deducted on a pro-rata basis from each
annuity income payment
    

                                       24
<PAGE>

Deduction for Income Taxes

   
      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 Federal income taxes.
(See also "Taxes" beginning on page      .)
    


Other Expenses

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

Group and Sponsored Arrangements
    

      In  certain  instances,  we  may  reduce  the  Surrender  Charge  and  the
Administrative Charge or change the minimum premium requirements for the sale of
Contracts to certain groups,  including those in which a trustee or an employer,
for example,  purchases  Contracts  covering a group of  individuals  on a group
basis.

      Our costs for sales, administration, and mortality generally vary with the
size and stability of the group among other  factors.  We take all these factors
into account when reducing charges.  To qualify for reduced charges,  a group or
similar arrangement must meet certain  requirements,  including our requirements
for size and number of years in existence. Group or group sponsored arrangements
that have been set up solely  to buy  Contracts  or that have been in  existence
less than six months will not qualify for reduced charges.

      We will make any  reductions  according  to our  rules in  effect  when an
application or enrollment  form for a Contract is approved.  We may change these
rules from time to time. Any variation in the Surrender Charge or Administrative
Charge will  reflect  differences  in costs or services and will not be unfairly
discriminatory.


                               ANNUITY BENEFITS

Annuitization

      Annuitization  is an election you make to apply the  Contract  Value to an
Annuity  Option in order to provide a series of annuity  payments.  The date the
Annuity Option becomes effective is the Annuity Date.

Annuity Date

 The latest  Annuity  Date is:  the later of (a) the first day of the  calendar
month  following the later of the  Annuitant's  90th  birthday;  or 
(b) such earlier date as may be set by applicable law.

      The Owner may  designate an earlier date 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 no later than the date defined
above; and, the first day of a calendar month.

   
      Without  the  approval  of the  Company,  the new  Annuity  Date cannot be
earlier than one year after the Effective  Date.  In addition,  forIRA or 403(b)
Plan  Contracts,  certain  provisions  of your  retirement  plan or the Code may
further restrict your choice of an Annuity Date. (See " Taxes," page ____).
    

                                       25
<PAGE>

Annuity Options

      The Owner may choose annuity  payments which are fixed, or which are based
on the Variable  Account,  or a  combination  of the two. The Owner may, upon at
least 30 days prior written notice to us, at any time prior to the Annuity Date,
select or change an Annuity Option.  If the Owner elects annuity  payments which
are based on the Variable Account,  the amount of the payments will be variable.
The  amount  of the  annuity  payment  based  on the  value of a  Subaccount  is
determined  through a  calculation  described  in the  Statement  of  Additional
Information,  under the caption "Annuity Provisions". The Owner may not transfer
Contract  Values between the Guaranteed  Account and the Variable  Account after
the Annuity Date,  but may,  subject to certain  conditions,  transfer  Contract
Values from one  Subaccount to another  Subaccount.  (See " 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  Guaranteed  Account and the
Variable Account, respectively.

      The annuity payment options are:

   Option 1:   Life  Income.  The  Company  will make  annuity  payments  during
   the lifetime of the Annuitant.

   Option 2: Life Income with 10 Years of Payments Guaranteed.  The Company will
make monthly annuity  payments during the lifetime of the Annuitant.  If, at the
death of the Annuitant, payments have been made for less than 10 years, payments
will be continued during the remainder of the period to the Beneficiary.

   Option 3: Joint and Last  Survivor  Income.  The  Company  will make  annuity
payments for as long as either the Annuitant or a Contingent Annuitant 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  Owner as  Annuitant  and the  Owner'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  reserves  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
reserves 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 Subaccount
selected; and (v) the pro-rata portion of the Contract Maintenance 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%,  variable  annuity
payments will decrease.


                                       26
<PAGE>

                                 DEATH BENEFIT

Prior to the Annuity Date

   In the event of Your death  prior to the  Annuity  Date,  a death  benefit is
payable to the Beneficiary. The value of the death benefit will be determined as
of the date We receive  proof of death in a form  acceptable to Us. If there has
been a change of Owner,  the  death  benefit  will  equal  the  Contract  Value.
Otherwise, We will pay the death benefit equal to the greatest of: (a) the total
of all Premium,  reduced proportionately by withdrawals and surrenders;  (b) the
Contract Value;  (c) the greatest of the Contract Value at the seventh  Contract
Anniversary  if attained  prior to Owner's  attained  age 76 or at the  Contract
Anniversary  every seven years  thereafter,  plus any Premium  paid and less any
surrenders subsequent to that Contract Anniversary.

   The  Beneficiary  may elect  the death  benefit  to be paid as  follows:  (a)
payment of the entire  death  benefit  within 5 years of the date of the Owner's
death;  or (b) payment  over the  lifetime of the  designated  Beneficiary  with
distribution  beginning  within 1 year of the date of death of the Owner; or (c)
if the designated  Beneficiary is Your spouse,  he/she can continue the contract
in his/her own name.

   If no payment option is elected,  a single sum settlement will be made at the
end of the sixty (60) day period following receipt of proof of death.

After the Annuity Date

   If the Owner is a person other than the  Annuitant,  and if the Owner's death
occurs on or after the Annuity Date, no death benefit will be payable under this
contract,  except that any guaranteed payments remaining unpaid will continue to
be paid to the Annuitant  pursuant to the Annuity Option in force at the date of
the Owner's death.

Accidental Death Benefit

   If an Accidental  Death  Benefit has been  elected,  the cost of this benefit
will be equal on an annual basis to 0.10% of the average daily net assets in the
Variable Account.

The Accidental Death Benefit,  if any, is equal to the lesser of the Contract
Value as of the date the death benefit is determined or $250,000. The Accidental
Death  Benefit is payable if the death of the primary  Owner occurs prior to the
Contract  Anniversary next following his 75th birthday as a result of an Injury.
The death must also occur  before  the  Annuity  Date and within 365 days of the
date of the accident which caused the Injury.  The  Accidental  Death Benefit is
paid to the Beneficiary.


   The  Accidental  Death  Benefit  will not be paid for any death  caused by or
resulting (in whole or in part) from the following:

   (a)   suicide or attempted suicide while sane or insane;  intentionally  
         self-inflicted injuries;

   (b)       sickness,  disease  or  bacterial  infection  of any  kind,  except
             pyogenic  infections  which  occur  as a  result  of an  injury  or
             bacterial  infections which result from the accidental ingestion of
             contaminated substances;


   
   (c)       injury sustained as a consequence of riding in, including  boarding
             or alighting from, any vehicle or device used for aerial navigation
             except if the Owner is a passenger on any aircraft licensed for the
             transportation of passengers;

   (d)   declared or undeclared war or any act thereof; or

   (e)   service in the military, naval or air service of any country.
    

Death of the Annuitant

   If the Annuitant is a person other than the Owner,  and if the Annuitant dies
before the Annuity Date, a new  Annuitant  may be named by the Owner.  If no new
Annuitant  is  named  within  sixty  (60)  days of Our  receipt  of proof of the
Annuitant's  death, the Owner will be deemed the new Annuitant.  If an Annuitant
dies  after  the  Annuity  Date,  the  remaining  payments,  if any,  will be as
specified  in  the  Annuity  Option  elected.  We  will  require  proof  of  the
Annuitant's  death.  Death  benefits,  if any,  will  be paid to the  designated
Beneficiary at least as rapidly as under the method of distribution in effect at
the Annuitant's death.


                                       27
<PAGE>

                             DISTRIBUTIONS UNDER THE CONTRACT

Withdrawals

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

   (a)   the Company must receive a written request;

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

   (c)   any applicable Surrender Charge will be deducted;

   (d)   the Contract  Value will be reduced by the sum of the amount  requested
         plus the amount of any applicable Surrender Charge;

   (e) the Company  will deduct the amount  requested  plus any  Surrender
       Charge from each  Subaccount  of the Variable  Account and from the
       Guaranteed  Account either as specified or in the  proportion  that
       each  Subaccount and the  Guaranteed  Account bears to the Contract
       Value; and

   We reserve the right to consider any withdrawal request that would reduce the
Value of the  Accumulation  Account  to less than  $2,000  to be a  request  for
Surrender.  In  this  event,  the  Surrender  Value  will be paid to You and the
Contract will terminate.

   
   Withdrawals (Including systematic withdrawals discussed below) may be taxable
and subject to a penalty tax. (See "Taxes" beginning on page .).
    

Systematic Withdrawal

   
   The  systematic   withdrawal  program  involves  making  regularly  scheduled
withdrawals  from Your value in the Contract.  In order to initiate the program,
your total Contract  Value must be at least  $24,000.  The program allows You to
prearrange  the  withdrawal  of a specified  dollar  amount of at least $200 per
withdrawal,  on a monthly or quarterly  payment  basis.  A maximum of 10% of the
Contract  Value may be withdrawn in a Contract Year.  Surrender  Charges are not
imposed on withdrawals  under this program.  If you elect this program Surrender
Charges will be imposed on any  withdrawal,  other than  withdrawals  made under
Your systematic  withdrawal program, when the withdrawal is from Premium paid in
the last seven  years.  You may not elect this program if you have taken a prior
withdrawal  during the same  Contract  Year.  (See  "Withdrawals"  on page , and
"Surrender Charges" on page .)
    

   Systematic  withdrawals  will begin on the first  scheduled  withdrawal  date
selected by You following  the date We process Your  request.  In the event that
Your value in a specified Subaccount or the Guaranteed Account is not sufficient
to deduct a withdrawal  or if Your request for  systematic  withdrawal  does not
specify the Guaranteed  Account or from which Subaccounts  withdrawals are to be
deducted,  withdrawals  will be deducted  proportionally  based on Your value in
each Subaccount and the Guaranteed Account.

   
   All parties to the  Contract are  cautioned  that the rights of any person to
implement the systematic withdrawal program under Contracts issued in connection
with IRAs or 403 (b) Plans may be  subject  to the terms and  conditions  of the
retirement plan, regardless of the terms and conditions of the Contract . (See "
Taxes " on page .)
    

   The  systematic  withdrawal  program  may be  canceled at any time by written
request or automatically  by Us should the Contract Value fall below $1,000.  In
the event the systematic withdrawal program is canceled, 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  of
withdrawals on a systematic basis.

                                       28
<PAGE>

   The Free  Withdrawal  Amount (see  "Charges and  Deductions  - Deduction  for
Surrender  Charge"  on page ) is not  available  while  an  Owner  is  receiving
systematic withdrawals.  An Owner will be entitled to the free withdrawal amount
on and after the Contract  Anniversary  next  following the  termination  of the
systematic withdrawal program.

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

The Company reserves the right to discontinue this program at any time.

Surrender

   
   Prior to the Annuity Date you may  Surrender  the Contract for the  Surrender
Value by  withdrawing  the  entire  Contract  Value.  You must  submit a written
request for Surrender and return the Contract to Us. The Surrender Value will be
based on the Contract Value at the end of the Valuation  Period during which the
Surrender  request is received  as  described  below.  The  Contract  may not be
surrendered  after the Annuity Date. A Surrender may be taxable and subject to a
tax penalty. (See "Taxes" discussed on page .)
    

Surrender Value

   The  Surrender  Value  of the  Contract  varies  each  day  depending  on the
investment results of the Subaccounts selected by the Owner. The Surrender Value
will be the Contract Value, subject to any applicable as of the date the Company
receives Your surrender  request,  reduced by the following:  (1) any applicable
taxes not  previously  deducted;  (2) any  applicable  portion  of the  Contract
Maintenance Charge; and (3) any applicable Surrender Charge.

Payment of Withdrawals and Surrender Values

   Payments of  Withdrawals  and  Surrender  Values will  ordinarily  be sent to
 the Owner within seven (7) days of receipt of the written request,  but see the
 Deferment of Payment discussion below.  (Also see Statement of Additional
Information - "Delay of Payments.")

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

   
   If, at the time You make a request for a Withdrawal or a Surrender,  You have
not  provided  Us with a  written  election  not to have  Federal  income  taxes
withheld,  We must by law withhold  such taxes from the taxable  portion of Your
payment and remit that amount to the IRS.  Mandatory  withholding rules apply to
certain  distributions  from  403(b)  Plan  Contracts..  Additionally,  the Code
provides that a 10% penalty tax may be imposed on certain early  Withdrawals and
Surrenders. (See " Withholding" on page , and " Tax-Favored Plans" on page .)
    

Deferral of Payment

   Payment of any  Withdrawal,  Surrender,  or lump sum death  proceeds from the
Variable  Account will usually  occur within seven days.  We may be permitted to
defer such payment if: (1) the New York Stock  Exchange is closed for other than
usual weekends or holidays,  or trading on the Exchange is otherwise restricted;
(2) an emergency  exists as defined by the SEC or the SEC requires  that trading
be restricted;  (3) the SEC permits a delay for protection of Owners; or (4) the
check used to pay any Premium has not cleared  through the banking  system (this
may take up to 15 days).

   We may defer  payment of any  Withdrawal  or  Surrender  from the  Guaranteed
Account for up to six months from the date we receive Your written request.

                                       29
<PAGE>

                                           TAXES

Introduction

   
   The Contracts are designed to accumulate Contract Values for retirement plans
which,  except for IRAs and 403(b) Plans, are generally not tax-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
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 Funds, please see the accompanying relevant Fund Prospectus.

Company Tax Status

   The Company is taxed as a life insurance  company under 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,  an 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
"Contracts Owned by Non-Natural Persons," and "Diversification Standards".)

   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 on the date of  withdrawal  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  on  full  surrender  of the
      Contract,  the  recipient  is taxed on the  portion  of the  payment  that
      exceeds the  investment in the Contract.  The taxable  portion is taxed as
      ordinary income.

            If the recipient  receives  annuity  payments rather than a lump sum
       payment,  a portion of the  payment is  included  in taxable  income when
       received. 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 recipient is able to exclude a portion of the payments  received
       from  taxable  income  until  the  investment  in the  Contract  is fully
       recovered. Annuity payments are fully taxable after the investment in the
       Contract is recovered. If the recipient dies before the investment in the
       Contract is recovered,  the recipient's estate is allowed a deduction for
       the remainder.
    


                                       30
<PAGE>



   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 includible 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 total
     Premium will be taxed to the assignor as ordinary  income.  Please  consult
     your tax adviser prior to making an assignment of the Contract.


   
       Generation Skipping Transfer Tax

            A transfer of the Contract or the  designation of a beneficiary  who
      is either 37 1/2 years younger than the Owner or a grandchild of the Owner
      may have Generation Skipping Transfer Tax consequences.
    


                                       31
<PAGE>

   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.   The  designated
     beneficiary  is the  person to whom  ownership  of the  contract  passes by
     reason of death and must be a natural  person.  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.

                                       32
<PAGE>

   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  generally  provides  that no gain  or  loss  shall  be
     recognized  on the  exchange of an annuity  contract  for  another  annuity
     contract  unless  money  is  distributed  as  part  of  the  exchange  .  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 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.


                                       33
<PAGE>






   
      Withholding

            The  Company  is  required  to  withhold  Federal  income  taxes  on
      withdrawals,  lump sum  distributions,  and annuity  payments that include
      taxable  income unless the payee elects to not have any  withholding or in
      certain other  circumstances.  Special withholding rules apply to payments
      made to non-resident aliens.

      Lump-sum Distribution or Withdrawal

                  The Company is required to withhold 10% of the taxable portion
      of any  withdrawal  or lump  sum  distribution  unless  You  elect  out of
      withholding.

      Annuity Payments

      The Company will withhold on the taxable portion of annuity payments based
      on a withholding certificate You file with the Company. If you do not file
      a  certificate,  You will be treated,  for  purposes of  determining  your
      withholding rates, as a married person with three exemptions.

      You are liable for payment of Federal income taxes on the taxable  portion
      of any withdrawal, distribution, or annuity payment. You may be subject to
      penalties under the estimated tax rules if your  withholding and estimated
      tax payments are not sufficient.
    

Diversification Standards

   To comply with the diversification regulations promulgated under Code Section
817(h)  (the  "Diversification  Regulations"),  after a  start-up  period,  each
Subaccount  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 Subaccount 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 a Fund is not  treated  as one  investment  but is  treated as an
investment  in a pro-rata  portion of each  underlying  asset of such 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 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.

   
Tax-Favored 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 401  retirement  plan.
Distributions  from a 401 qualified plan or 403(b) 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,  403(b) Plan or an IRA. 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 tax
if the  recipient is under age 59 1/2 (unless  another  exception  applies under
Code Section 72(t)). A prospective Owner considering use of the Contract in this
manner should consult a competent tax advisor with regard to the  suitability of
the Contract of this purpose and for  information  concerning  the provisions of
the Code applicable to qualified plans, 403(b) Plans, and IRAs
    

                                       34
<PAGE>

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. In addition,  distributions  from an IRA may be rolled over to
another IRA, provided certain conditions are met. 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.  Contracts  offered  in  connection  with an IRA by this
Prospectus are not available in all states.
    

403(b) Plans

   
   Code Section 403(b)(11) imposes certain restrictions on an Owner's ability to
make partial withdrawals from Code Section 403(b) Contracts,  if attributable to
Premium  paid under a salary  reduction  agreement.  Specifically,  Code Section
403(b)(11)  allows an 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,  403(b)  Plans are  subject  to  additional  requirements,  including:
eligibility,    limits   on   contributions,    minimum    distributions,    and
nondiscrimination  requirements  applicable  to the  employer.  Owners and their
employers are responsible for compliance with these rules.  Contracts offered in
connection  with a  403(b)  Plan by this  Prospectus  are not  available  in all
states.
    



                                      A-1
<PAGE>
                                   

                                         APPENDIX

GUARANTEED ACCOUNT OPTION

   Under  this  Guaranteed  Account  option,  Contract  Values  are  held in the
Company's  General  Account.  The General  Account  includes  all of Our assets,
except those assets  segregated in Our separate  accounts.  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 Guaranteed
Account portion of the Contract.  Disclosures  regarding the Guaranteed  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.

   During  the  Accumulation  Period  the  Owner  may  allocate  amounts  to the
Guaranteed  Account.  The initial  Premium  will be  invested in the  Guaranteed
Account if selected by the Owner at the time of application.  Additional Premium
will be allocated in accordance  with the selection  made in the  application or
the most recent instruction  received at the Company Office. If the Owner elects
to withdraw  amounts from the Guaranteed  Account,  such  withdrawal,  except as
otherwise  provided in this Appendix,  will be subject to the same conditions as
imposed on withdrawals from the Variable Account. The Company reserves the right
to delay any payment from the  Guaranteed  Account for up to six (6) months from
the date it receives such request at its Office.

GUARANTEE PERIODS

   The  period(s)  for which a guaranteed  interest rate is credited is called a
Guarantee Period. Guarantee Periods may be offered or withdrawn at the Company's
discretion.  The initial guarantee period(s) and the guaranteed interest rate(s)
applicable to the initial Premium are as shown in the Contract. At least 15 days
but no more than 75 days prior to the  expiration  of a  Guarantee  Period,  the
Owner will be mailed a notice of the  guaranteed  interest rate  applicable to a
renewal of the Guarantee  Period.  At the  expiration  of any  Guarantee  Period
applicable  to any portion of the Contract  Value,  that portion of the Contract
Value will be  automatically  renewed for another  Guarantee Period for the same
duration  as the  expired  Guarantee  Period  and will  receive  the  guaranteed
interest rate then in effect for that Guarantee  Period,  unless other Guarantee
Periods or one or more  Subaccounts  are requested in writing by the Owner.  All
requests to change a Guarantee Period at the end of an existing Guarantee Period
must be received in writing at the Company's  Office within 30 days prior to the
end of that Guarantee Period.

ALLOCATIONS TO THE GUARANTEED ACCOUNT

   The minimum amount that may be allocated to a Guarantee  Period,  either from
the  initial  or a  subsequent  Premium,  is  $3,000.  Amounts  invested  in the
Guaranteed  Account  are  credited  with  interest  on a daily basis at the then
applicable  effective  guarantee rate. The effective guarantee rate is that rate
in effect  when the Owner  allocates  or  transfers  amounts  to the  Guaranteed
Account. If the Owner has allocated or transferred amounts at different times to
the Guaranteed Account,  each allocation or transfer may have a unique effective
guarantee rate and Guarantee Period  associated with that amount.  The effective
guarantee  rate will not be changed more than once per year and the minimum rate
will not be less than 3%.

GUARANTEED ACCOUNT TRANSFERS

   During the accumulation period the Owner may transfer,  by written request or
telephone authorization, Contract Values to or from a subaccount of the Variable
Account to or from a  Guarantee  Period of the  Guaranteed  Account at any time,
subject to the conditions set out under Transfer of Contract Values Section.

                                      A-2
<PAGE>
   

   Prior  to  the  end  of  a  Guarantee   Period  the  Owner  may  specify  the
Subaccount(s) of the Variable Account or the applicable  Guarantee Period of the
Guaranteed  Account to which the Owner  wants the  amounts  from the  Guaranteed
Account  transferred at the end of the Guarantee  Period.  If the Owner does not
notify us prior to the end of the Guarantee  Period, we will reapply that amount
to a new Guarantee Period of the same duration,  provided it is available.  If a
new Guarantee Period of the same duration is not available, that portion of Your
Contract  Value shall be  transferred  to the Guarantee  Period next shortest in
duration.  The amount so applied is then subject to the same  conditions  as the
original  Guarantee  Period,  including the condition that the amount may not be
transferred  until  the  end  of  that  Guarantee  Period.  In  the  event  of a
non-specified renewal, there is a grace period of 30 days within which the Owner
can have transferred amounts reapplied.  The effective guarantee rate applicable
to the new Guarantee Period may be different from the effective  guaranteed rate
applicable to the original Guarantee Period.  These transfers will be handled at
no charge to the Owner.


MINIMUM SURRENDER VALUE

   The minimum Surrender Value for amounts  allocated to the Guaranteed  Account
equals the amounts so  allocated  less  withdrawals,  with  interest  compounded
annually at the rate of 3%, reduced by any applicable Surrender Charge.

    


                                      B-2
<PAGE>

<TABLE>
<CAPTION>


                                     TABLE OF CONTENTS

                                                                    PAGE
<S>                                                                 <C>    
                                                                    
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...........................................

</TABLE>

                                      
<PAGE>



                                          PART B


<PAGE>





                                          PART B
                            STATEMENT OF ADDITIONAL INFORMATION


                            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.

   
         THE  PROSPECTUS  CONCISELY  SETS FORTH  INFORMATION  THAT A PROSPECTIVE
INVESTOR OUGHT TO KNOW BEFORE  INVESTING.  FOR A COPY OF THE  PROSPECTUS  DATED 
May 1, 1997 CALL OR WRITE:  American  International  Life Assurance Company of 
New York;  Attention:  Variable Products, One Alico Plaza, Wilmington, Delaware 
19801, 1-800-340-2765.

DATE OF STATEMENT OF ADDITIONAL INFORMATION:  May 1,1997
    


                                      
<PAGE>





MULTIMANAGER NEW





                                      B-3
<PAGE>



                                    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  Variable  Account A (the
"Variable Account").

Independent Accountants

   The audited financial  statements of the Company have been audited by Coopers
and Lybrand, L.L.P., independent certified public accountants, whose offices are
located in Philadelphia, Pennsylvania.

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..

Distributor

   
  AIG Equity Sales Corp.  ("AESC"),  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 $20,363 were  retained by the  Distributor  in 1996.  
    

Calculation Of Performance Related Information

   
   A.    Yield and Effective Yield Quotations for the VIP Money Market 
          Subaccount

   The yield quotation for the VIP Money Market Subaccount will be for the seven
days ended on the date of the most recent balance sheet of the Variable  Account
included in the registration statement,  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 VIP Money
Market  Subaccount  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 VIP Money Market  Subaccount 
will be for the seven days ended on the date of the most
recent  balance  sheet of the  Variable  Account  included  in the  registration
statement, and will be 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 VIP Money Market Subaccount 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.


   


                                      B-4
<PAGE>

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 VIP Money  Market
Subaccount's  mean account size. The yield and effective yield quotations do not
reflect the  Surrender  Charge that may be assessed at the time of withdrawal in
an amount ranging up to 6% of the requested withdrawal amount, 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  Surrender  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 VIP Money Market  Subaccount and the Fund are excluded from
the calculation of yield.


   B.    Total Return Quotations

   The total return quotations for all of the Subaccounts will be average annual
total return  quotations  for the one,  five,  and ten year periods (or, where a
Subaccount  has been in  existence  for a period of less  than one,  five or ten
years,  for such lesser  period)  ended on the date of the most  recent  balance
sheet of the Variable Account and for the period from the date monies were first
placed  into the  Subaccounts  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:

                        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  Subaccounts,
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 Subaccount's mean account size. The calculations
also  assume  a  total  withdrawal  as of  the  end of  the  particular  period.
Subaccount  performance  information  has not been  provided,  because,  for the
fiscal year ending December 31, 1996, no such contracts were issued.
    




                                      B-5
<PAGE>


   

*Funds were first invested in the Portfolios as listed below:
<TABLE>                                                        
     <S>                                <C>                    
                                                               
      Alliance  Growth and Income         January 14, 1991     
      Alliance  Growth  Investors         October 28, 1994     
      Alliance Growth                     September 15, 1994   
      Alliance  Conservative                                   
      Investors                           October   28,  1994  
      Alliance  Quasar                    August  15,1996      
      Alliance      Technology            January  22,1996     
      Fidelity  High  Income              September  19,  1985 
      Fidelity  Growth                    October  9, 1986     
      Fidelity  Money  Market             April 1, 1982        
      Fidelity  Overseas                  January 28, 1987     
      Fidelity  Asset Manager             September 9, 1989    
      Fidelity  Investment                                     
      Grade  Bond                         December 5, 1988     
      Dreyfus Zero Coupon 2000            September  29,  1989 
      Dreyfus  Stock  Index               August 31, 1990      
      Van Eck Gold and Natural Res.       September 1, 1989    
      Van Eck Worldwide Balance           December  23, 1994   
      Tomorrow Short-Term  Retirement     April 1, 1996        
      Tomorrow Medium-Term  Retirement    April 1, 1996        
      Tomorrow Long-Term Retirement       April 1, 1996        
</TABLE>

                                                               
                                                      


                                      B-6
<PAGE>

      C. Yield Quotations for each Subaccount other than the 
          VIP Money Market Subaccount

      The yield  quotations for each Subaccount  other than the VIP Money Market
Subaccount  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  portfolios  of  the  Funds  attributable  to
                     shares owned by the Subaccount.

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

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

                           d = the maximum  offering  price per  Accumulation
                            Unit on the last day of the period.

         For the  purposes  of the yield  quotations  for the  Subaccounts,  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  Subaccount's  mean account size. The  calculations  do not
take into account the Deferred Sales Charge or any transfer charges.

              A Surrender Charge may be assessed at the time of withdrawal in an
amount ranging up to 6% of the requested  withdrawal  amount,  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  Surrender  Charge"  on  page  ___ 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

              1.   Total Return Quotations

              The total return  quotations  for all of the  Subaccounts  will be
average  annual total return  quotations for the one, five, and ten year periods
(or,  where a Subaccount  has been in  existence  for a period of less than one,
five or ten years,  for such lesser period) ended on the date of the most recent
balance  sheet of the  Variable  Account and for the period from the date monies
were first placed into the Subaccounts  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:

                                   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  Subaccount's  mean account size. The  calculations do not,  however,
assume a total withdrawal as of the end of the particular period and, therefore,
no  Surrender  Charge  is  reflected.   No  Subaccount  performance  information
information  has been  provided for no contracts  were issued as of December 31,
1996.
    


   2.    Tax Deferred Accumulation

   In  reports  or  other  communications  to You  or in  advertising  or  sales
materials, the Company may also describe the effects of tax-deferred compounding
on the separate account's  investment returns or upon returns in general.  These
effects may be  illustrated  in charts or graphs and may include  comparisons at
various  points  in time of  returns  under  the  Contract  or in  general  on a
tax-deferred basis with the returns on a taxable basdis. Different tax rates may
be assumed.

   In general,  individuals who own annuity  contracts are not taxed on inreases
in the value under the annuity  contract until some form of distribution is made
from the  contract.  Thus,  the annuity  contract will benefit from tax deferral
during  the  accumulation  period,  which  generally  will  have the  effect  of
permitting  an  investment  in an annuity  contract to grow more  rapidly than a
comparable  investment  under  which  increases  in value are taxed on a current
basis.  The chart  shows  accumulations  on an initial  investment  or  Purchase
Payment of $25,000,  assuming hypothetical gross annual return of 0%, 4% and 8%,
compounded  annually,  and a tax rate of 31%.  The values  shown for the taxable
investment do not include any deduction for  management  fees or other  expenses
but assume that taxes are deducted annually from investment returns.  The values
shown for the variable  annuity  reflect the deduction of  contractual  expenses
such as the mortality and expense risk charge,  the  Administrative  Fee and the
Annual Fee, but not the expenses of an underlying  investment  vehicle,  such as
the Fund. In addition, these values assume that the Owner does not surrender the
Contract or make any  withdrawals  until the end of the period shown.  The chart
assumes a full withdrawal, at the end of the period shown, of all contract value
and the payment of taxes at the 31% rate on the amount in excess of the Purchase
Payment.

                                      B-7
<PAGE>

   The rates of return  illustrated are  hypothetical and are not an estimate or
guaranty of performance.  Actual tax rates may vary for different taxpayers from
that  illustrated  and withdrawals by Owners who have not reached age 59 1/2 may
be subject to a tax penalty of 10%.



                                      [INSERT CHART]



                                      B-8
<PAGE>




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,  or  trading  on the
                        Exchange is otherwise restricted;

               (b)      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;

               (c)   an order of the Securities and Exchange Commission permits 
                     delay for the protection of security holders; or

               (d)      the  check  used to pay  any  Premium  has  not  cleared
                        through  the  banking  system  (this  may  take up to 15
                        days).

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


                           METHOD OF DETERMINING CONTRACT VALUES

         The Contract  Value will  fluctuate in accordance  with the  investment
results of the underlying  Portfolio of the Fund held within the Subaccount.  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  of the Funds were
purchased for the Subaccounts,  the Accumulation  Units for the Subaccounts were
valued  at $10.  The  value  of an  Accumulation  Unit for a  Subaccount  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 Subaccount, 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 Subaccount; 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
                        Subaccount; minus or plus

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

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

         The resulting value of each Subaccount  Accumulation Unit is multiplied
by the respective number of Subaccount  Accumulation  Units for a Contract.  The
Contract Value of the Variable  Account is the sum of all Subaccount  values for
the Contract.

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


                                    ANNUITY PROVISIONS

Annuity Benefits

         A  description  of the Annuity  Benefits  and Annuity  Options
            is provided in the prospectus.

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  Subaccount(s) of the Variable Account.  At
the Annuity Date the Contract  Value in each  Subaccount  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  Subaccount  is  determined  by
multiplying the amount of the Contract Value allocated to that Subaccount by the
factor shown in the table for the option selected, divided by 1000.

         The dollar amount of  Subaccount  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 Subaccount  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 Subaccount  variable annuity payments less the pro-rata amount of the annual
Administrative Charge.

Annuity Unit

         The value of an Annuity Unit for each  Subaccount was  arbitrarily  set
initially at $10. This was done when the first Fund shares were  purchased.  The
Subaccount  Annuity Unit value at the end of any subsequent  Valuation Period is
determined by multiplying the Subaccount  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 Subaccount 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 a Fund affect the Subaccount  Annuity Unit value from one Valuation Period to
the next. The net investment factor for each Subaccount 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  relevant  Fund 
                       held in the Subaccount determined at the end of that 
                       Valuation Period; plus

               (ii)       the per share  amount of any  dividend or capital gain
                          distribution  made by such Fund held in the Subaccount
                          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 Subaccount.

         (b)   is equal to:

 (i)     the net  asset  value per  share of the  relevant  Fund held in the
            Subaccount  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.

         (c)is equal to:

               (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 Subaccount  Annuity Unit value may increase or decrease
from Valuation Period to Valuation Period.

                                      B-9
<PAGE>

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,  including
interest at the annual rate of 5%. Any overpayments,  including  interest at the
annual rate of 5%,  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.

         You may assign  this  Contract  prior to the  Annuity  Date.  A written
request,  dated and signed by you must be sent to our  Administrative  Office. A
duly  executed  copy of any  assignment  must be filed  with our  Administrative
Office. We are not responsible for the validity of any assignment.


                                   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. Financial Statements of the
Separate Account have not been provided as no contracts had been issued during
the reporting period. 



                                      F-1
<PAGE>



                      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, 1996, 1995 AND 1994
















                                      F-2
<PAGE>



                         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, 1996 and 1995,  and the related
statements of income,  stockholders' equity and cash flows for each of the three
years in the period ended December 31, 1996. 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, 1996 and 1995, and the results
of its  operations  and its cash flows for each of the three years in the period
ended  December 31, 1996,  in  conformity  with  generally  accepted  accounting
principles.



COOPERS & LYBRAND L.L.P.



2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 22, 1997




                                      F-3
<PAGE>




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


<TABLE>
<CAPTION>

                                                         December 31,
                                                         -------------

                                                       1996             1995

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

<S>                                               <C>            <C>   

Assets

Investments and cash:
     Fixed maturities:
        Bonds available for sale, at market value  $  4,636,022$  4,434,329
        (cost: 1996-$4,456,608: 1995 - $4,139,170)
     Equity securities:
         Common stock
         (cost: 1996-$19,800: 1995 - $16,613)         33,099         24,365
         Non-redeemable preferred stocks
         (cost: 1996-$649; 1995 - $4,564)                590          4,570
Mortgage loans on real estate, net                   513,470        448,700
Real estate, net of accumulated
 depreciation of $6,046 in 1996; and $5,269 in 1995   26,227         27,000
Policy loans                                          11,063         10,991
Other invested assets                                 65,744         69,360
Short -term investments                               60,333        104,048
Cash                                                   1,726          1,105
                                               ------------- --------------

   Total investments and cash                      5,348,274      5,124,468


Amounts due from related parties                       4,277            973
Investment income due and accrued                     77,433         74,355
Premium and insurance balances receivable-net         13,617         13,289
Reinsurance assets                                    25,211         22,552
Deferred policy acquisition cost                      35,754         31,225
Separate and variable accounts                       153,678         68,151
Other assets                                           2,591         16,814
                                              -----------------------------

                        Total assets            $  5,660,835   $  5,351,827
                                                 ===========    ===========

</TABLE>

                  See accompanying notes to financial statements.





                                      F-4
<PAGE>











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

<TABLE>
<CAPTION>
                                                           December 31,

                                                         1996           1995

                                                 --------------    ----------
<S>                                             <C>             <C>
Liabilities

  Policyholders' funds on deposit                $ 3,308,208     $ 3,060,581
  Future policy benefits                           1,588,563       1,561,760
  Reserve for unearned premiums                        8,167          10,808
  Policy and contract claims                          44,173          37,201
  Reserve for commissions, expenses and taxes          4,905           4,433
  Insurance balances payable                           7,981           7,771
  Federal income tax payable                           3,758           3,477
  Deferred income taxes                               43,445          62,325
  Amounts due to related parties                       5,227           5,260
  Separate and variable accounts                     153,678          68,151
  Other liabilities                                   22,588          23,553
                                               -------------   -------------
                        Total liabilities          5,190,693       4,845,320
                                                 ------------    -----------


  Commitments and contingencies (See Note 6)

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 appreciation (depreciation) of 
  investments, net of future policy benefits 
  and taxes of $72,979 in 1996 and
  $82,352 in 1995;                                   135,524         153,086
  Retained earnings                                  134,368         153,171
                                                ------------   -------------

                      Total stockholders' equity     470,142         506,507
                                                 -----------    ------------
Total liabilities and stockholders' equity       $ 5,660,835     $ 5,351,827
                                                  ==========      ==========
</TABLE>


                  See accompanying notes to financial statements.






                                      F-5
<PAGE>

<TABLE>
<CAPTION>




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


                                               Years  ended  December 31,

                                          1996            1995             1994
                                      ------------    ------------     --------
<S>                                <C>              <C>            <C>

Revenues:
  Premiums                          $ 149,472      $     84,357    $    71,826
  Net investment income               401,647           386,680        335,510
  Realized capital gains                  610             1,436          1,932
                                 ------------     -------------    -----------


               Total revenues         551,729           472,473        409,268
                                    ---------       -----------      ---------


Benefits and expenses:
  Benefits to policyholders           163,377           167,319        163,585
  Increase in future policy benefits
  and policyholders' funds on deposit 284,936           209,512        165,291
  Acquisition and insurance expenses   54,875            54,808         62,759
                                    ----------     ------------     ----------

         Total benefits and expenses  503,188           431,639        391,635
                                      ---------     -----------      ---------


Income before income taxes             48,541            40,834         17,633
                                     ----------      ----------      -----------

Income taxes (benefits):
   Current                       26,85322,070            18,939
   Deferred                            (9,509)           (7,572)       (12,262)
                                  ------------     -------------    -----------

              Total income taxes       17,344            14,498          6,677
                                   ----------       -----------    -----------

Net income                        $    31,197      $     26,336    $    10,956
                                   ==========       ===========     ==========


</TABLE>


                   See accompanying notes to financial statements



                                      F-7
<PAGE>




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

<TABLE>
<CAPTION>


                                                 Years ended December 31,


                                          1996            1995             1994
                                      ------------    ------------    ---------

<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         197,025         197,025
                                    ----------      ----------      ----------

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



Unrealized appreciation (depreciation)
 of investments, net
 Balance at beginning of year          153,086         (60,149)         58,102
 Change during year                   (102,936)        404,059        (182,008)
 Changes due to deferred income 
 tax benefit expense) and      
 future policy benefits                 85,374        (190,824)          63,757                           
  Balance at end of year               135,524         153,086         (60,149)
                                   -----------     -----------     ------------


Retained earnings
  Balance at beginning of year         153,171         126,835         115,879
  Net income                            31,197          26,336          10,956
  Dividends to Stockholders            (50,000)             -               -
                                  ----------------------------------------------

  Balance at end of year               134,368         153,171         126,835
                                   -----------      ----------     -----------

          Total stockholders' equity$   470,142    $   506,507     $   266,936
                                     ==========     ==========      ==========

</TABLE>

                   See accompanying notes to financial statements



                                      F-8
<PAGE>







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


<TABLE>
<CAPTION>

                                                      Years  ended December 31,

                                                     1996          1995      1994

<S>                                          <C>          <C>          <C>   

Cash flows from operating activities:
 Net income                                  $     31,197  $     26,336   $  10,956
                                              -----------   ----------- -----------

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                      107,134        37,251      45,554
Change in premiums and insurance balances
  receivable and payable -net                        (117)         (110)       (138)
 Change in reinsurance assets                      (2,658)        3,761       5,570
 Change in deferred policy acquisition costs       (4,530)       (1,599)       (213)
 Change in investment income due and accrued       (3,078)       (6,732)     (8,153)
 Realized capital gains                              (610)       (1,436)     (1,932)
 Change in current and deferred income taxes -net  (9,227)       (5,417)     (6,927)
 Change in reserves for commissions, expenses   
 and taxes                                            472        1,356          149
 Change in other assets and liabilities - net     (17,396)      (18,394)      7,597
                                              -----------   ----------- ------------
Total adjustments                                  69,990         8,680      41,507
                                              -----------  ------------ -----------
 Net cash provided by operating activities        101,187        35,016      52,463
                                               ----------   ----------- -----------

Cash flows from investing activities:
 Cost of fixed maturities, at market sold .......  136,829        65,623      63,695
 Cost of fixed maturities, at market 
 matured or redeemed ...........................  424,317       247,551     255,229
 Cost of equity securities sold .................  4,877         1,310         958
 Realized capital gains ........................     610         3,436       4,715
 Purchase of fixed maturities..................  (858,793)     (627,188)   (837,973)
 Purchase of equity securities ................... (4,149)       (1,005)       (137)
 Mortgage loans granted ........................ (124,280)     (111,402)    (77,824)
 Repayments of mortgage loans..................... 59,577        60,476       9,621
 Change in policy loans...........................    (71)         (674)        601
 Change in short-term investments ................ 43,715        26,372      (7,485)
 Change in other invested assets ................. 10,475        (4,083)     (6,479)
 Other - net  ...................................   8,701       (17,713)     (1,020)
                                            -------------- ---------------------------
  Net cash used in investing activities          (298,192)     (357,297)   (596,099)
                                              ------------  ------------------------


Cash flows from financing activities:
 Change in policyholders' funds on deposit        247,626       318,169     542,729
 Dividends to stockholders                        (50,000)            -           -
                                             ---------------------------------------------
    Net cash provided by financing activities     197,626       318,169     542,729
                                             -------------   ----------  ----------


Change in cash .....................................  621        (4,112)       (907)
Cash at beginning of year ........................  1,105         5,217       6,124
                                            ------------- ---------------------------
Cash at end of year                          $     1,726  $       1,105 $     5,217
                                            ============= ============= ==============
</TABLE>


                   See accompanying notes to financial statements




                                      F-9
<PAGE>




             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 (GAAP).  The preparation of financial  statements in conformity
      with GAAP requires  management  to make  estimates  and  assumptions  that
      affect the reported  amounts of assets and  liabilities  and disclosure of
      contingent assets and liabilities at the date of the financial  statements
      and the reported  amounts of revenues and  expenses  during the  reporting
      periods. Actual results could differ from those estimates.  The Company is
      licensed to sell life and  accident & health  insurance in the District of
      Columbia and all states except  Arizona,  Connecticut  and  Maryland.  The
      Company is also licensed in America Samoa, Virgin Islands and Guam.

      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  National  Association  of Insurance  Commissioners  (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 and  non-redeemable
      preferred stocks are carried at market value.  Short-term  investments are
      carried at cost, which approximates market.

      Unrealized gains and losses from investment in equity securities and fixed
      maturities  available for sale are reflected in stockholders'  equity, net
      of amounts  recorded as future  policy  benefits and any related  deferred
      income taxes.

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


                                      F-10
<PAGE>


1.  Summary of Significant Accounting Policies - (continued)

      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 over their estimated lives.

      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 amortized  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.

   (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.  Policy  benefits and expenses are
      associated with earned premiums on long-duration  contracts resulting 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. The assets of each account are legally
      segregated  and are not  subject  to claims  which  arise out of any other
      business of the Company.




                                      F-11
<PAGE>




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:

      In March 1995,  the  Financial  Accounting  Standards  Board (FASB) issued
      Statement of Financial  Accounting  Standards No. 121  "Accounting for the
      Impairment of Long-lived  Assets and for Long-lived  Assets to Be Disposed
      Of" (FASB 121). This statement requires that long-lived assets and certain
      identifiable  intangibles  be reviewed for impairment  whenever  events or
      changes in circumstances indicate that the carrying amount of an asset may
      not be recoverable and an impairment loss must be recognized.

      FASB 121 was effective  for the Company  commencing  January 1, 1996.  The
      adoption  of this  statement  in 1996  had no  significant  effect  on the
      Company's results of operations, financial condition and liquidity.

      In  December  1995,   FASB  issued  "Special   Report,   a  Guide  to  the
      Implementation of Statement No. 115 on Accounting for Certain  Investments
      in Debt and Equity  Securities".  Among other things,  this guide provided
      for  a  transition  provision  permitting  a  one-time  transfer  of  debt
      securities from the held to maturity  classification  to the available for
      sale classification.  The Company did not transfer any securities from the
      held to maturity classification to available for sale classification.

   (i)The  financial  statements  for 1994 and 1995  have been  reclassified  to
      conform to the 1996 presentation.


2.  Investment Information

(a)  Statutory  Deposits: Securities  with a carrying value of  $9,369,000 and
 $9,381,000  were  deposited by the Company  under  requirements  of regulatory
 authorities as of December 31, 1996 and 1995, respectively.





                                      F-12
<PAGE>




2.  Investment Information - (continued)

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

<TABLE>
<CAPTION>

                                                 Years   ended   December 31,
                                                 1996         1995        1994
                                                 ----         ----        ----
  <S>                                     <C>          <C>         <C>   
  

    Fixed maturities                         $351,702     $334,828    $289,374
      Equity securities                           999        1,006       1,156
      Mortgage loans                           41,865       40,383      33,251
      Real estate                               2,835        2,760       2,947
      Policy loans                                794          733         764
      Cash and short-term investments           4,699        4,124       6,839
      Other invested assets                     2,662        6,381       4,465
                                            ---------    ---------   ---------
          Total investment income             405,556      390,215     338,796

      Investment expenses                       3,909        3,535       3,286
                                            ---------    ---------   ---------

          Net investment income              $401,647     $386,680    $335,510
                                             ========     ========    ========

</TABLE>

(c)Investment  Gains and Losses:  The net realized  capital gains  (losses) and
 change in unrealized  appreciation  (depreciation)  of  investments  for 1996,
 1995 and 1994 are summarized below (in thousands):

<TABLE>
<CAPTION>

                                                 Years   ended   December 31,

                                                1996          1995       1994
                                                ----          ----       ----

     <S>                                    <C>          <C>       <C>  

      Net realized gains (losses)
       on investments:
      Fixed maturities                      $    (104) $      (115)$       (75)
      Equity securities                           714        3,515       2,046
      Mortgage loans                                -       (2,000)     (2,783)
      Other invested assets                         -           36       2,744
                                            ------------   --------------------
      Net realized gains                    $     610     $  1,436    $  1,932
                                            =========     ========    ========

      Change in unrealized appreciation 
      (depreciation) of investments:
      Fixed maturities                     $(115,746)   $ 402,020   $(186,892)
      Equity securities                        5,913          666        (697)
      Other invested assets                    6,897        1,373       5,581
                                          ----------- ------------------------
      Change in unrealized appreciation
              (depreciation) of investments $ (102,936)  $ 404,059   $(182,008)
                                            ===========  =========   ==========

      Proceeds from the sale of  investments  in fixed  maturities  during 1996,
      1995  and   1994   were   $136,829,000,   $65,623,000   and   $79,504,000,
      respectively.

      During  1996,  1995 and  1994,  gross  gains  of  $636,000,  $624,000  and
      $4,861,000,  respectively,  and gross  losses of  $740,000,  $739,000  and
      $4,936,000,   respectively,   were  realized  on   dispositions  of  fixed
      maturities.

      During  1996,  1995 and 1994,  gross  gains of  $714,000,  $3,516,000  and
      $2,047,000,  respectively,  and gross  losses of $0,  $1,000  and  $1,000,
      respectively, were realized on dispositions of equity securities.

</TABLE>


                                      F-13
<PAGE>






2.  Investment Information - (continued)

   (d)Market  Value  of  Fixed   Maturities  and  Unrealized   Appreciation   of
      Investments:  At December 31, 1996 and 1995,  unrealized  appreciation  of
      investments in equity securities  (before applicable taxes) included gross
      gains of  $15,648,000  and  $9,650,000  and gross  losses of $398,000  and
      $480,000, respectively.

      The amortized  cost and estimated  market values of  investments  in fixed
      maturities at December 31, 1996 and 1995 are as follows (in thousands):

<TABLE>
<CAPTION>




                                              Gross     
  1996                           Amortized  Unrealized         Gross     Market
                                   Cost       Gains        Unrealized    Value    
                                                              Losses               
<S>                                <C>     <C>           <C>         <C>                            
 Fixed maturities:
    U.S. Government and government
    agencies and authorities    $    79,195 $   14,104     $    420    $   92,879
    States, municipalities and                                       
    political subdivisions          854,402     36,479        4,574       886,307
    Foreign governments              39,549      3,579          283        42,845
    All other corporate           3,483,462    148,570       18,041     3,613,991
                                  ---------- ---------      -------      ---------
                                                                     
      Total fixed maturities    $ 4,456,608  $ 202,732     $ 23,318    $4,636,022
                                  ==========   ========     =======    ==========
</TABLE>
<TABLE>
<CAPTION>
                                                          

                                              Gross       Gross                
 1995                              Amortized  Unrealized  Unrealized    Market
                                   Cost       Gains       Losses        Value
<S>                           <C>            <C>         <C>       <C>    

 Fixed maturities:
  U.S. Government and government
   agencies and authorities      $   84,063   $ 19,982    $      39 $   104,006
   States, municipalities and                 
   political subdivisions           883,646     56,568           89     940,125
   Foreign governments               33,927      5,291           75      39,143
   All other corporate            3,137,534    224,452       10,931   3,351,055
                                  ---------    --------     --------  ---------
      Total fixed maturities    $4,139,170  $  306,293   $   11,134 $ 4,434,329
                                  ==========  ========      =======  ==========

</TABLE>

      The  amortized  cost  and  estimated  market  value  of  fixed  maturities
      available  for sale at December 31, 1996,  by  contractual  maturity,  are
      shown  below  (in  thousands).   Actual   maturities   could  differ  from
      contractual maturities because certain borrowers have the right to call or
      prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>

<S>                                     <C>               <C>       
                                                            Estimated
                                               Amortized    Market
                                                    Cost    Value

Due in one year or less                  $   280,178      $   287,023
Due after one year through five years      1,293,766        1,338,015
Due after five years through ten years     1,758,183        1,834,170
Due after ten years                        1,124,481        1,176,814
                                         -----------       ------------
                                         $4,456,608       $ 4,636,022
                                         ----------       -----------
                                         ----------       -----------

</TABLE>


                                      F-14
<PAGE>

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, 1996 and 1995,  the market
      value  of  the  CMO  portfolio  was  $1,031,431,000  and   $1,114,196,000,
      respectively;  the estimated amortized cost was approximately $991,305,000
      in 1996 and $1,049,450,000 in 1995. The Company's CMO portfolio is readily
      marketable.  There were no derivative (high risk) CMO securities contained
      in the portfolio at December 31, 1996.

   (f)Fixed Maturities  Below  Investment  Grade: At December 31, 1996 and 1995,
      the fixed  maturities held by the Company that were below investment grade
      had  an  aggregate   amortized  cost  of  $270,068,000  and  $204,254,000,
      respectively,   and  an  aggregate   market  value  of  $267,331,000   and
      $206,442,000, respectively.

   (g) Non-income Producing Assets:  Non-income producing assets 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 stockholders' equity at December 31, 1996 (in thousands):

<TABLE>
<CAPTION>

     <S>                                      <C>    
      Fixed Maturities:
      General Motors Acceptance Corporation    $   72,009 
      Morgan Stanley Mortgage Trust            $   71,790  
      Transamerica Finance                     $   55,300  
      Chrysler Finance Corporation             $   49,132  
                                               
</TABLE>

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,
                                       1996          1995         1994
                                       ----          ----         ----
<S>                                 <C>          <C>         <C>   

   Balance at beginning of year      $31,225      $29,626       $29,413
   Acquisition costs deferred          8,482        5,933         3,286
Amortization charged to income        (3,953)      (4,334)       (3,073)
                                      ------      -------       -------
   Balance at end of year            $35,754      $31,225       $29,626
                                     =======      =======       =======

</TABLE>




                                      F-15
<PAGE>




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,  1996  and  1995  follows  (in
     thousands):
<TABLE>
<CAPTION>


                                                 1996            1995
                                                 ----            ---- 
<S>                                        <C>            <C>    
                                                            
      Future policy benefits:
      Long duration contracts              $1,565,362      $1,537,901
      Short duration contracts                 23,201          23,859
                                          -----------     -----------
                                           $1,588,563      $1,561,760

      Policyholder funds on deposit:
      Annuities                            $2,458,340      $2,216,319
      Guaranteed investment contracts (GICs)  744,284         739,947
      Universal life                           98,466          98,214
      Other investment contracts                7,118           6,101
                                           $3,308,208      $3,060,581
</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.
      The liability for future policy benefits has been  established  based upon
      the following assumptions:

      (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 10.0  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 15.0
      percent.

   (c)The  liability  for  policyholders'  fund on deposit has been  established
      based on the following assumptions:

      (i) Interest rates credited on deferred annuities vary by year of issuance
      and  range  from  3.0  percent  to 8.0  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 zero over a
      period of 6 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 8.1 percent  and  maturities  range from 2 to 7
      years.

     (iii) The universal life funds have credited  interest rates of 5.9 percent
      to 7.5  percent  and  guarantees  ranging  from 3.5 percent to 5.5 percent
      depending  on the year of issue.  Additionally,  universal  life funds are
      subject  to  surrender  charges  that  amount to 10.0  percent of the fund
      balance and grade to zero over a period not longer than 20 years.




                                      F-16
<PAGE>




5.  Income Taxes

   (a)The  Federal  income tax rate  applicable  to  ordinary  income is 35% for
      1996, 1995 and 1994. 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):

<TABLE>
<CAPTION>


                                         Years  ended   December 31,

                                        1996             1995                1994
                                  ----------------    --------------      -----------
                                          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                 $16,989   35.0%   $14,287    35.0%     $6,172   35.0%
      Prior year federal
         income tax benefit        -          -          -       -           -      -
      State income tax               578    1.2        609     1.5         667    3.8
      Other                         (223)  (0.5)      (398)   (1.0)       (162)  (0.9)
                                 --------  -----   --------   ----    ---------  ----
      Actual income
         tax expense             $17,344   35.7%   $14,498    35.5%    $ 6,677   37.9%
                                 =======   ====    =======    ====     =======   ====
</TABLE>

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

<TABLE>
<CAPTION>


                                                       Years ended December 31,
                                                         1996              1995
<S>                                              <C>               <C> 
        Deferred tax assets:
         Adjustments to mortgage loans 
         and investment income                       $   5,321        $   5,420
         Adjustment to life reserves                    35,370           23,835
         Other                                             363            1,571
                                                   -----------        ---------
                                                        41,054           30,826

         Deferred tax liabilities:
          Deferred policy acquisition costs          $   1,437        $   1,637
          Fixed maturities discount                      9,816            8,745
          Unrealized appreciation on investments        72,979           82,352
    Other                                                  267              417
                                                   -----------       ----------
                                                        84,499           93,151
                                                     ---------         --------

          Net deferred tax liability                  $ 43,445         $ 62,325
                                                      ========         ========
</TABLE>

   (c)At  December  31,  1996,  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 1996,  1995,  and  1994  amounted  to  $25,353,000,
      $19,056,000, and $13,537,000, respectively.



                                      F-17
<PAGE>



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.

7.  Fair Value of Financial Instruments

   (a)Statement of Financial  Accounting  Standards 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.

      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
      market value are generally  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
      interest rates  currently being offered for similar  contracts  consistent
      with those remaining for the contracts being valued.



                                      F-18
<PAGE>




7.  Fair Value of Financial Instruments - (continued)

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

<TABLE>
<CAPTION>


           1996
                                                 FAIR      CARRYING
                                                 VALUE       AMOUNT
      ------------------------------------------------------------- 

<S>                                      <C>           <C>    

      Cash and short-term investments     $     62,059 $     62,059
      Fixed maturities                       4,636,022    4,636,022
      Equity securities                         33,689       33,689
      Mortgage and policy loans                533,981      524,533
      Interest rate cap                            226          283

      Policyholders' funds on deposit       $3,366,450   $3,308,208


</TABLE>
<TABLE>
<CAPTION>

          1995
                                                FAIR       CARRYING
                                                 VALUE       AMOUNT
      -------------------------------------------------------------
     <S>                                   <C>          <C>    
      
      Cash and short-term investments       $  105,153   $  105,153
      Fixed maturities                       4,434,329    4,434,329
      Equity securities                         28,935       28,935
      Mortgage and policy loans                489,768      459,691
      Interest rate cap                            433          510

      Policyholders' funds on deposit       $3,125,730   $3,060,581


</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.  During
      1996,  the Company paid a $50,000,000  dividend to American  International
      Group, Inc., the parent.

   (b)The  Company's  stockholders'  equity as  determined  in  accordance  with
      statutory  accounting  practices was $254,169,000 at December 31, 1996 and
      $257,910,000  at  December  31,  1995.  Statutory  net income  amounted to
      $48,474,000,  $49,059,000,  and  $21,226,000  for  1996,  1995  and  1994,
      respectively.


                                      F-19
<PAGE>


9.  Employee Benefits

   (a)The   Company   participates   with  its   affiliates   in  a   qualified,
      non-contributory,  defined  benefit  pension plan which is administered by
      the Parent. All qualified employees who have attained age 21 and completed
      twelve 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 limited to 44 years of credited service.  Prior to January 1, 1996
      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,  1996,  1995 and 1994  were
      approximately $241,000, $225,000 and $190,000,  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,
      1996 by $42,149,000.

   (b)The Parent also sponsors a voluntary  savings plan for domestic  employees
      (a 401(k)  plan),  which  during the two years ended  December  31,  1994,
      provided for salary  reduction  contributions  by  employees  and matching
      contributions  by the Parent up to 2 percent of annual salary.  Commencing
      January 1, 1995,  the 401(k) plan provided for matching  contributions  by
      the Parent of up to 6 percent of annual salary depending on the employee's
      years of service.

   (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  $73,866,000 at December
      31, 1996 and $73,171,000 at December 31, 1995.

   (d)In addition to the Parent's  defined  benefit pension plan, 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.

   (e)The  Parent  applies  APB  Opinion  25  "Accounting  for  Stock  issued to
      Employees"  and  related  interpretations  in  accounting  for its  plans.
      Employees  of the Company  participate  in certain  stock option and stock
      purchase  plans of the Parent.  In general,  under the stock  option plan,
      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 plan 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.
      The Parent has not  recognized  compensation  costs for either  plan.  The
      effect of the compensation costs, as determined consistent with
      FASB  123,  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.



                                      F-20
<PAGE>



10. Leases

   (a)The  Company  occupies  leased  space  in  many  locations  under  various
      long-term  leases  and  has  entered  into  various  leases  covering  the
      long-term  use of data  processing  equipment.  At December 31, 1996,  the
      future minimum lease payments under operating leases were as follows:

<TABLE>
<CAPTION>

          Year                          Payments
          <S>                          <C>  
           1997                         $ 1,035
           1998                             894   
           1999                             396
           2000                             220
           2001                             139
           Remaining years after 2001         -
                                        ---------

           Total                         $2,684
                                         ------
                                         ------
</TABLE>

      Rent expense  approximated  $866,000,  $661,000 and $801,000 for the years
      ended December 31, 1996, 1995 and 1994, respectively.

  (b)Sublease Income - The Company does not participate in sublease agreements.


11.  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 12).


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

                                                                             PERCENTAGE
                                                                             OF AMOUNT
     December 31, 1996                                                       ASSUMED
                                 GROSS       CEDED     ASSUMED    NET        TO NET
                               ---------------------------------------------------
     <S>                       <C>          <C>      <C>        <C>         <C>    

      Life Insurance in Force   $4,776,324  $638,583 $    3,282   $4,141,023   0.1%
                                 ========== ======== ==========   ==========

      Premiums:
       Life                         25,625    3,788          82       21,919   0.4%
       Accident and Health          20,553    6,729      22,009       35,833  61.4%
       Annuity                      92,441      721           -       91,720     -
                               ------------  --------- ----------  ---------- -------

      Total Premiums           $   138,619  $11,238   $ 22,091     $149,472   14.8%
                                =========== =========  =========   ==========
</TABLE>

                                      F-21
<PAGE>







11.  Reinsurance - (continued)
<TABLE>
<CAPTION>

                                                                             PERCENTAGE
                                                                             OF AMOUNT
     December 31, 1995                                                       ASSUMED
                               GROSS       CEDED     ASSUMED       NET       TO NET
                               ---------------------------------------------------
     <S>                      <C>         <C>       <C>         <C>          <C>   
      
      Life Insurance in Force  $4,415,460 $711,025  $    3,574   $3,708,009  0.2%
                               ==========  ========  ==========   ==========

      Premiums:
       Life                        25,938    3,368           6      22,576     -
       Accident and Health         22,136    8,034      20,822      34,924   59.6%
       Annuity                     27,496      639           -      26,857     -
                             ------------  ----------- --------   --------

      Total Premiums         $     75,570  $  12,041  $ 20,828  $   84,357   24.7%
                             ============  =========  =========  ===========
</TABLE>
<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>

   (b) The maximum amount retained on any one life by the Company is $1,000,000.

   (c)Reinsurance   recoveries,   which  reduced   death  and  other   benefits,
      approximated $7,176,000,  $7,667,000 and $6,720,000 respectively, for each
      of the years ended December 31, 1996, 1995 and 1994.

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

12.  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 $857,000 and
      $(2,000),  respectively,  for the year ended  December 31,  1996.  Premium
      income and  commission  ceded for 1995  amounted to $800,000 and $(3,000),
      respectively.  Premium  income and  commission  ceded for 1994 amounted to
      $574,000 and $(3,000), respectively.  Premium income and ceding commission
      expense  assumed from  affiliates  aggregated  $20,764,000 and $(120,000),
      respectively,   for  1996,   compared  to  $19,679,000   and   $(141,000),
      respectively,  for 1995, and  $19,331,000 and $98,000,  respectively,  for
      1994.

   (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  $5,142,000 in premiums
      relating to this business for 1996,  $4,080,000  for 1995,  and $3,952,000
      for 1994.



                                      F-22
<PAGE>


12.  Transactions with Related Parties - (continued)

   (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,  1996,   1995  and  1994,  the  Company  was  charged
      $24,204,000,  $19,148,000,  and  $17,401,000,  respectively,  for expenses
      attributed  to the Company but  incurred  by  affiliates.  During the same
      period, the Company received  reimbursements  from affiliates  aggregating
      $21,198,000, $20,920,000 and $19,505,000, respectively, for costs incurred
      by the Company but attributable to affiliates.

   (d)During  1995,  the  Company  sold  a  mortgage  loan  to AIG  Real  Estate
      Investment  and  Management  Company for the  aggregate  unpaid  principal
      balance of $5,000,000.

                                 
<PAGE>




                                       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 by  individuals  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)  Plan").  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 401and 457 of the Code. Purchasers intending to use the
Contracts in connection  with an IRA or a 403(b) Plan should seek  competent tax
advice.

    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
Alliance  Variable  Products Series Fund,  Inc. (the "Fund").  The Fund has made
available  the  following   portfolios:   Money  Market  Portfolio;   Short-Term
Multi-Market   Portfolio;   Growth  Portfolio;   Growth  and  Income  Portfolio;
International Portfolio; U.S. Government/High Grade Securities Portfolio;  North
American  Government  Income  Portfolio;  Global  Dollar  Government  Portfolio;
Utility Income Portfolio; Global Bond Portfolio; Premier Growth Portfolio; Total
Return Portfolio;  Conservative Investors Portfolio; Growth Investors Portfolio;
Technology  Portfolio;  Quasar Portfolio ; Real Estate Investment  Portfolio and
Worldwide Privatization Portfolio. (See "Alliance Variable Products Series Fund,
Inc." on Page __.) The Fund consists of other Portfolios which are not currently
available for use by Variable Account A

    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 May
1, 1997,  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:  Contract  Owner  inquiries  can be made by calling the service  
office at 1-800-255-8402. 

   
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.
INVESTMENTS IN THESE  CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS  OF, AND ARE NOT
GUARANTEED  OR  ENDORSED  BY,  THE  ADVISER  OF  ANY  BANK  OR  BANK  AFFILIATE.
INVESTMENTS  ARE  NOT  FEDERALLY   INSURED  BY  THE  FEDERAL  DEPOSIT  INSURANCE
CORPORATION,  THE FEDERAL RESERVE BOARD, OR ANY OTHER  GOVERNMENTAL  AGENCY. ANY
INVESTMENT IN THE CONTRACT  INVOLVES  CERTAIN  INVESTMENT RISK WHICH MAY INCLUDE
THE POSSIBLE LOSS OF PRINCIPAL.
    

PLEASE READ THIS PROSPECTUS CAREFULLY AND RETAIN IT FOR YOUR FUTURE REFERENCE.

THE CONTRACTS OFFERED BY THIS PROSPECTUS ARE NOT AVAILABLE IN ALL STATES.

   
                                         Date of Prospectus:     May 1, 1997
    



                                       2
<PAGE>
   
<TABLE>
<CAPTION>

                                 TABLE CONTENTS
                                                                     PAGE
<S>                                                                 <C>    

Definitions..................................................
Highlights...................................................
Summary of Expenses..........................................
Condensed Financial Information..............................
Calculation of  Performance
Financial Data...................
The Company.......................................
The  Variable Account..........................................
The Fund .........................
Charges and Deductions
Administration of the Contracts
Rights under the Contracts.....................................
Annuity Period................
Death Benefit.....................................
Purchasing Contract.........................................
Withdrawals.................................................
Taxes..........................................................
Table of Contents of  the  Statement of Additional Information
</TABLE>

    



                                       3
<PAGE>

                                   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 on last birthday.
    

Annuitant  - The person  upon whose  continuation  of life any  annuity  payment
involving life contingencies depends. The Annuitant is 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 Contract  Owner (or  Annuitant as  applicable)
prior to the Annuity Date.

Contingent  Owner - The  Contingent  Owner,  if any,  must be the  spouse of the
Contract Owner 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.

Contract  Owner - The person  designated as Contract  Owner in the  application,
unless changed.

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

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

Date of Issue - The date when the 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 the
Date of Issue.

General  Account - All of the  Company's  assets  other  than the  assets of the
Variable Account and any other separate accounts of the Company.



                                       4
<PAGE>

Office - The Annuity Service Office of the Company:  c/o Delaware Valley 
Financial  Services,Inc., 300 Berwyn Park, P.O. Box 3031, Berwyn, 
Pennsylvania 19312-0031.

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

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.,  Eastern Standard Time EST ) 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 A, into which purchase payments will be allocated.



                                       5
<PAGE>




                                   HIGHLIGHTS
   
Purchase payments for the Contracts will be allocated to a segregated investment
account of  Companywhich  account has been  designated  Variable  Account A (the
"Variable Account"). The Variable Account invests in shares of Alliance Variable
Product Series Fund, Inc. the Fund. (See The Fund, on page .)
    

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 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  payment or the Contract  Value.
Premium taxes currently imposed by certain states on the Contracts range from 0%
to 3.5%.  (See "Charges and  Deductions - Deduction for State Premium  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 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.  (See  "Charges and  Deductions - Deduction  for
Mortality and Expense Risk Charge" on page .)

The Company deducts an annual Administrative  Charge, which is currently $30 per
year,  from the  Contract  Value to  reimburse  it for  administrative  expenses
relating to  maintenance of the Contract and the Variable  Account.  The Company
may increase this charge to an amount not to exceed $100 per year. (See "Charges
and Deductions - Deduction for Administrative Charge" on page .)

   
There are  deductions  and expenses paid out of the assets of the Fund which are
described  in  the  accompanying   Prospectus  for  the  Fund.   Surrenders  and
withdrawals may be taxable and subject to a penalty tax. (See "Taxes"  beginning
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.




                                       6
<PAGE>






                               SUMMARY OF EXPENSES


Owner Transaction Expenses
<TABLE>
<CAPTION>
                                                             All Sub-Accounts


<S>                                                          <C>    

Sales Load Imposed on Purchases                              None
</TABLE>

    Deferred Sales Charge (as a percentage of amount surrendered):
<TABLE>
<CAPTION>

  Single Premium Contract        
<S>                                              <C>    

 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

Annual Contract Fee                                  $ 30

Separate Account Expenses
(as a percentage of average account value)
    Mortality and Expense Risk Fees                  1.25%
    Account Fees and Expenses                        0.15%

Total Separate Account Annual Expenses               1.40%
</TABLE>




                                       7
<PAGE>
   






Annual Fund Expenses Net of Any Expense Reimbursements*
<TABLE>
<CAPTION>

                                                                  Total
                                          Management   Other      Portfolio
                                          Fee          Expenses   Expenses


<S>                                       <C>           <C>       <C>       
                                                                            
Alliance Portfolios                                                         
Alliance Money Market                     0.50%          0.19%      0.69%   
Alliance Short-Term Multi-Market          0.00%          0.95%      0.95%   
Alliance Growth                           0.74%          0.19%      0.95%   
Alliance Growth and Income                0.63%          0.19%      0.82    
Alliance International                    0.04%          0.91%      0.95%   
Alliance U.S. Government                                                    
/High Grade Securities                    0.54%          0.36%      0.92%   
Alliance North American Government Income 0.19%          0.95%      0.95%   
Alliance Global Dollar Government         0.00%          0.95%      0.95%   
Alliance Utility Income                   0.19%          0.76%      0.95%   
Alliance Global Bond                      0.44%          0.50%      0.94%   
Alliance Premier Growth                   0.72%          0.23%      0.95%   
Alliance Total Return                     0.46%          0.49%      0.95%   
Alliance Conservative Investors           0.30%          0.65%      0.95%   
Alliance Growth Investors                 0.74%          0.19%      0.93%   
Alliance Worldwide Privatization          0.10%          0.85%      0.95%   
Alliance Technology*                      0.33%          0.52%      0.95%   
Alliance Quasar                           0.00%          0.95%      0.95%   
Alliance Real Estate Investment**         0.00%          0.95%      0.95%   
</TABLE>                                                                    
                                                                  

* The expense  percentages  for the  Technology  and Quasar  Portfolio have been
annualized for both portfolios have not been in existence for a full year. 
** Expense  percentages for the Real Estate Investment  Portfolio  has been
estimated. 

      "Other  Expenses" are based upon the expenses  outlined  under the section
entitled "Management of the Fund" in the Fund Prospectus.

      *Fund  operating  expenses  for each Series  before  reimbursement  by the
Fund's investment adviser were estimated to be .69% for the Money Market; 2.09 %
for the Short-Term  Multi-Market;  .93% for the Growth; 1.91% for International;
 .98% for the U.S.  Government/High Grade Securities;  1.15% for the Global Bond;
1.41% for the North  American  Government  Income;  1.97% for the Global  Dollar
Government;  1.51% for the Utility Income;  1.23% for the Premier Growth;  1.12%
for the Total Return;1.40 % for the Conservative Investors; 1.85% for the Growth
Investors; 1.85% for the Worldwide Privatization;  4.44% for the Quasar ; 6.00%
for the Real Estate Investment ; and 1.62 % for the Technology Portfolio, of
the  average  daily net  assets.  

      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
Purchase  Payment paid,  less any prior  withdrawals  at the time of withdrawal.
(See "Charges and Deductions - Deduction for Deferred Sales Charge" on page .)

    
                                       8
<PAGE>
   


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

                                               
                                                       If you surrender
Portfolio                               1 Year    3 Years    5 Years    10 Years
- ---------                                ------    -------   -------    --------
<S>                                    <C>       <C>        <C>        <C>    

Money Market                              77       106       136         248  
Short Term Multi-Market                   80       114       149         275  
Growth                                    80       113       148         273  
Growth and Income                         79       110       143         262  
International                             80       114       149         275  
A U.S. Gov't/High Grade Securities        80       113       148         272  
North American Gov't Income               80       114       149         275  
Global Dollar Government                  80       114       149         275  
Utility Income                            80       114       149         275  
Global Bond                               80       114       149         274  
Premier Growth                            80       114       149         275  
Total Return                              80       114       149         275  
Conservative Investors                    80       114       149         275  
Growth Investors                          80       114       149         275  
Worldwide Privatization                   80       114       149         275  
Technology                                80       114       149         275  
Quasar                                    80       114       149         275  
Real Estate Investment                    80       114       149         275  
</TABLE>
    
                                                                   


                                       9
<PAGE>




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



                                             If you annuitize or
                                             if you do not surrender

Portfolio                              1 Year      3 Years   5 Years  10 Years
- ---------                              ------      -------   -------  --------
<S>                                     <C>         <C>      <C>      <C>    

Money Market                            22           67       115      248                                                     
Short Term Multi-Market                 24           75       129      275
Growth                                  24           75       129      275                                                     
Growth and Income                       23           71       122      262                                                     
International                           24           75       129      275                                                     
U.S. Gov't/High Grade Securities        24           75       129      275                                                     
North American Gov't Income             24           75       129      275                                                     
Global Dollar Government                24           75       129      275                                                     
Utility Income                          24           75       129      275                                                     
Global Bond                             24           75       129      275
Premier Growth                          24           75       129      275                                                     
Total Return                            24           75       129      275                                                     
Conservative Investors                  24           75       129      275
Growth Investors                        24           75       129      275                                                     
Worldwide Privatization                 24           75       129      275
Technology                              24           75       129      275
Quasar                                  24           75       129      275
Real Estate Investment                  24           75       129      275
</TABLE>
    





      THE EXAMPLE  SHOULD NOT BE CONSIDERED A  REPRESENTATION  OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

                                       10
<PAGE>

   
<TABLE>
<CAPTION>

                         CONDENSED FINANCIAL INFORMATION
                            ACCUMULATION UNIT VALUES*


ALLIANCE  PORTFOLIOS                          1996            1995        1994       1993   1992      
<S>                                  <C>             <C>             <C>          <C>       <C>    

MONEY MARKET
    Accumulation Unit Value
      Beginning of Period                   10.64           10.27         10.07      10.00     N/A
      End of Period                         10.99           10.64         10.27      10.07     N/A
    Accum Units o/s @ end of period    890,464.95       551,555.84   206,034.73   1,590.74     N/A

SHORT-TERM MULTI-MARKET
    Accumulation Unit Value
    Beginning of Period                     10.03        9.51            10.31      9.79       10.00
    End of Period                           10.83       10.03             9.51     10.31        9.79
    Accum Units o/s @ end of period     99,089.93    81,425.05       15,915.04  6,843.27    8,369.93

GROWTH
    Accumulation Unit Value
    Beginning of Period                     13.99       10.48       11.13         10.00        10.00
      End of Period                         17.73       13.99       10.48         11.13        10.00
    Accum Units o/s @ end of period  1,541,465.58  777,108.88   56,104.84     35,271.53     2,081.43
</TABLE>

    




                                       11
<PAGE>
                                     

   


<TABLE>
<CAPTION>

ALLIANCE PORTFOLIOS                       1996        1995        1994       1993     1992
                                    ----        ------      ----           -------   ------
<S>                                 <C>        <C>         <C>           <C>         <C>   


GROWTH & INCOME
    Accumulation Unit Value
      Beginning of Period                  15.52       11.57       11.76     10.66     10.00
      End of Period                        18.99       15.52       11.57     11.76     10.66
    Accum Units o/s @ end of period 1,324,216.31  502,667.80  179,245.69 37,573.04     7,731.36

INTERNATIONAL
    Accumulation Unit Value
      Beginning of Period                 12.22       11.27       10.69     10.00       N/A
      End of Period                       12.92       12.22       11.27     10.69       N/A
    Accum Units o/s @ end of period 525,023.12  228,254.81  122,616.95  22,441.08       N/A


U.S. GOVERNMENT HIGH GRADE
    Accumulation Unit Value
      Beginning of Period                11.38        9.66       10.17      10.00      N/A
      End of Period                      11.50        11.38       9.66      10.17      N/A
    Accum Units o/s @ end of period 552,183.99  390,483.21  75,881.31    7,608.84      N/A
</TABLE>

    




                                       12
<PAGE>



   
<TABLE>
<CAPTION>





ALLIANCE  PORTFOLIOS               1996     1995         1994       1993   1992
                                   ----     ----         ----       -----------
<S>                               <C>         <C>          <C>         <C>    <C>   


NORTH AMERICAN
GOVERNMENT INCOME
    Accumulation Unit Value
      Beginning of Period               10.55        8.71      10.00     N/A    N/A
      End of Period                     12.35       10.55       8.71     N/A    N/A
    Accum Units o/s @ end of period 279,368.63  95,031.46   89,164.68    N/A    N/A

GLOBAL DOLLAR GOVERNMENT
    Accumulation Unit Value
      Beginning of Period              11.81        9.73      10.00       N/A   N/A
      End of Period                    14.55       11.81       9.73       N/A   N/A
    Accum Units o/s @ end of period 76,451.58   16,171.63   5,958.1       N/A   N/A

UTILITY INCOME
    Accumulation Unit Value
      Beginning of Period                11.64        9.71      10.00     N/A   N/A
      End of Period                      12.38       11.64       9.71     N/A   N/A
    Accum Units o/s @ end of period 305,608.09  103,042.86  13,690.19     N/A   N/A


GLOBAL BOND
    Accumulation Unit Value
      Beginning of Period                12.24        9.94       10.61     10.00   N/A
      End of Period                      12.82       12.24        9.94     10.61   N/A
    Accum Units o/s @ end of period 145,722.74   76,604.28   27,806.30  5,589.55   N/A

PREMIER GROWTH
    Accumulation Unit Value
      Beginning of Period                  15.25        10.66      10.00    N/A   N/A
      End of Period                        18.45        15.25      10.66    N/A   N/A
    Accum Units o/s @ end of period 1,026,432.81   420,662.68 108,111.20    N/A   N/A

TOTAL RETURN
    Accumulation Unit Value
      Beginning of Period                 11.90       9.75      10.00    N/A       N/A
      End of Period                       13.52      11.90       9.75    N/A       N/A
    Accum Units o/s @ end of period 455,709.19  121,094.82   4,871.12    N/A       N/A

CONSERVATIVE INVESTORS
    Accumulation Unit Value
      Beginning of Period                11.59       10.03         10.00    N/A    N/A
      End of Period                      11.86       11.59         10.03    N/A    N/A
    Accum Units o/s @ end of period 620,774.71  164,400.64      6,977.55    N/A    N/A
</TABLE>
    




                                       13
<PAGE>


   

<TABLE>
<CAPTION>





ALLIANCE  PORTFOLIOS                  1996           1995          1994         1993      1992
                                     ------         ----          ----         ----      ----

<S>                                <C>            <C>        <C>              <C>     <C> 

GROWTH INVESTORS
    Accumulation Unit Value
      Beginning of Period                   11.70        9.83      10.00        N/A      N/A
      End of Period                         12.48       11.70       9.83        N/A      N/A
    Accum Units o/s @ end of period    141,797.07   62,762.43   3,185.25        N/A       N/A


WORLDWIDE PRIVATIZATION
    Accumulation Unit Value                                    
      Beginning of Period                11.01              10.05       10.00     N/A         N/A
      End of Period                      12.86              11.01       10.05     N/A         N/A
    Accum Units o/s @ end of period 224,339.58          62,769.30    6,357.69     N/A         N/A
                                                                          
                                                                  
TECHNOLOGY
    Accumulation Unit Value
      Beginning of Period                10.00       N/A         N/A            N/A         N/A
      End of Period                      10.90       N/A         N/A            N/A         N/A
    Accum Units o/s @ end of period 431,529.41       N/A         N/A            N/A         N/A

QUASAR
    Accumulation Unit Value
      Beginning of Period                10.00         N/A            N/A       N/A        N/A
      End of Period                      10.58         N/A            N/A       N/A        N/A
    Accum Units o/s @ end of period 179,808.73         N/A            N/A       N/A        N/A

REAL ESTATE  INVESTMENT
    Accumulation Unit Value
      Beginning of Period              N/A           N/A               N/A        N/A   N/A
      End of Period                    N/A           N/A               N/A        N/A   N/A
    Accum Units o/s @ end of period    N/A           N/A               N/A        N/A   N/A
</TABLE>

    

                                  

                                       14
<PAGE>


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


   

<TABLE>
<CAPTION>

          <S>                                 <C>

           Premier Growth Portfolio                December 7, 1992 
           Growth & Income Portfolio               April 16,  1992  
           Short-Term  Multi-Market  Portfolio     June 25,  1992
           Global Bond  Portfolio                  May 10, 1993 
           Money Market  Portfolio                 May 13,1993 
           International Portfolio                 June 1, 1993 
           U.S. Government/High Yield
           Securities  Portfolio                   June 14, 1993 
           North American Government 
           Income Portfolio                        April 8, 1994 
           Global Dollar 
           Government  Portfolio                   May 26 , 1994
           Utility Income  Portfolio               June 15, 1994  
           Conservative Investors Portfolio        September 8,1994
           Growth Investors Portfolio              August 16, 1994
           Growth Portfolio                        August 12, 1994
           Total Return Portfolio                  September 12,1994
           Worldwide Privatization Portfolio       October 17,1994
           Technology Portfolio                    January22,1996
           Quasar Portfolio                        August 15,1996
           Real Estate Investment Portfolio        January 7,1997
</TABLE>

    


                                       15
<PAGE>


                         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 30-day period ended on the date of the most recent
      balance sheet of the Company included in its registration  statement.  The
      yield is determined by dividing the net investment income per Accumulation
      Unit earned  during the period by the maximum  offering  price per 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
      7-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 charge, and is therefore lower than the total return at
      the 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 the 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.



                                       16
<PAGE>


   
       Financial Data

                Financial Statements of the Company may be found in the 
      Statement of Additional Information. No financial statements  for the 
      Variable Account have been provided in the Statement of Additional 
      Information  because, as of the date of this Prospectus, the Subaccounts
      had not yet commenced operations with respect to the underlying portfolios
      of the Funds and consequently had no assets invested in such portfolios.
                                  

                               The Company
   Rating Information 
                       
             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. 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 Variable Account A which are
      not described in this Prospectus.

            The Variable Account is divided into  Sub-accounts,  with the assets
      of each  Sub-account  invested in one  Portfolio of the Fund.  The Company
      may, from time to time, add additional  portfolios to the Fund,  and, when
      appropriate,  additional  mutual funds to act as the funding  vehicles for
      the Contracts.




  

                                       17
<PAGE>



                                   THE FUND

   
            Alliance  Variable  Products  Series  Fund,  Inc.,  will  act as the
      funding vehicle for the Contracts  offered hereby.  The Fund is managed by
      Alliance Capital Management L.P., (the "Investment Manager").  The Fund is
      an open-end,  diversified management investment company, which is intended
      to meet differing investment  objectives.  The Fund has made available the
      following  Portfolios:  Money Market  Portfolio;  Short-Term  Multi-Market
      Portfolio;  Growth Portfolio;  Growth and Income Portfolio;  International
      Portfolio;  U.S.  Government/High Grade Securities Portfolio;  Global Bond
      Portfolio;  North  American  Government  Income  Portfolio;  Global Dollar
      Government Portfolio;  Utility Income Portfolio; Premier Growth Portfolio;
      Total Return Portfolio; Conservative Investors Portfolio; Growth Investors
      Portfolio;  Worldwide  Privatization  Portfolio;  Quasar  Portfolio;  Real
      Estate Investment Portfolio;  and Technology Portfolio.  The fund includes
      other portfolios which are not available for use by the Variable  Account.
      The Investment Manager has entered into a sub-advisory  agreement with AIG
      Global  Investors,  Inc.  (the  "Sub-Adviser"),  a subsidiary  of American
      International  Group,  Inc. and an  affiliate  of the Company,  to provide
      investment  advice for the Global Bond Portfolio.  A summary of investment
      objectives  is  contained  in the  description  of the  Fund  below.  More
      detailed  information  including  the  investment  advisory  fee and other
      charges  assessed by the Fund, may be found in the current  Prospectus for
      the Fund which contains a discussion of the risks involved in investing in
      the Fund. The  Prospectus  for the Fund is included with this  Prospectus.
      Additional Prospectuses and the Statement of Additional Information can be
      obtained  by  calling  the  number on the cover  page of this  Prospectus.
      Please read both Prospectuses carefully before investing.
    


                                   


                                       18
<PAGE>


                                  

            The investment objectives of the are as follows:

      Money Market Portfolio

        This Portfolio  seeks safety of principal,  maintenance of liquidity
    and maximum current income by investing in the broadly diversified portfolio
      of money market securities.

      Short-Term Multi-Market Portfolio

            This Portfolio seeks the highest level of current income, consistent
      with what the Investment  Manager considers to be prudent  investment risk
      that is available from a portfolio of high-quality  debt securities having
      remaining maturities of not more than three years.

      Growth Portfolio

            This Portfolio  seeks growth of capital rather than current  income.
      In pursuing its  investment  objective,  the Growth  Portfolio will employ
      aggressive investment policies.  Since investments will be made based upon
      their  potential  for  capital   appreciation,   current  income  will  be
      incidental  to the  objective  of  capital  growth.  Because  of the risks
      involved in any  investment,  the  selection of securities on the basis of
      their  appreciation  possibilities  cannot ensure against possible loss in
      value.  Moreover,  to the  extent  the  Portfolio  seeks  to  achieve  its
      objective through such aggressive  investment  policies,  the risk of loss
      increases.  The Portfolio is therefore  not intended for  investors  whose
      principal objective is assured income or preservation of capital.

      Growth and Income Portfolio

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

      International Portfolio

            This  Portfolio  seeks to obtain a total  return on its assets  from
      long-term  growth of capital and from income  principally  through a broad
      portfolio  of  marketable  securities  of  established  non-United  States
      companies (or United States  companies  having their principal  activities
      and  interests  outside the United  States),  companies  participating  in
      foreign  economies  with  prospects  for growth,  and  foreign  government
      securities.

      North American Government Income Portfolio

            This Portfolio seeks the highest level of current income, consistent
      with what the adviser  considers to be prudent  investment  risk,  that is
      available from a portfolio of debt securities  issued or guaranteed by the
      governments  of the United  States,  Canada and  Mexico,  their  political
      subdivisions (including Canadian Provinces but excluding the States of the
      United States), agencies,  instrumentalities or authorities. The Portfolio
      seeks  high  current   yields  by  investing  in   government   securities
      denominated in local currency and U.S.  Dollars.  Normally,  the Portfolio
      expects to maintain at least 25% of its assets in  securities  denominated
      in the U.S.
      Dollar.

      Global Dollar Government Portfolio

            This  portfolio  seeks  a  high  level  of  current  income  through
      investing  substantially  all of its  assets in U.S.  and  non-U.S.  fixed
      income  securities  denominated  only  in  U.S.  Dollars.  As a  secondary
      objective, the Portfolio seeks capital appreciation.  Substantially all of
      the  Portfolio's  assets  will  be  invested  in  high  yield,  high  risk
      securities  that are  low-rated  (i.e.,  below  investment  grade),  or of
      comparable   quality  and  unrated,   and  that  are   considered   to  be
      predominately speculative as regards the issuer's capacity to pay interest
      and repay principal.

      Utility Income Portfolio

            This  Portfolio  seeks current  income and capital  appreciation  by
      investing primarily in the equity and fixed-income securities of companies
      int he "utilities  industry."  The  Portfolio's  investment  objective and
      policies  are  designed  to  take  advantage  of the  characteristics  and
      historical performance of securities of utilities companies. The utilities
      industry  consists of companies  engaged in the  manufacture,  production,
      generation,  provision,   transmission,  sale  and  distribution  of  gas,
      electric energy,  and  communications  equipment and services,  and in the
      provision of other utility or utility-related goods and services.



                                       19
<PAGE>


      U.S. Government/High Grade Securities Portfolio

            This Portfolio seeks a high level of current income  consistent with
      preservation  of capital by investing  principally  in a portfolio of U.S.
      Government Securities, and other high grade debt securities.

      Global Bond Portfolio

            This Portfolio  seeks to provide the highest level of current income
      consistent  with what the Fund's  Adviser and  Sub-Adviser  consider to be
      prudent investment risk that is available from a multi-currency  portfolio
      of high quality debt securities of varying maturities.

      Premier Growth Portfolio

            This Portfolio  seeks growth of capital rather than current  income.
      In pursuing its investment  objective,  the Premier Growth  Portfolio will
      employ  aggressive  investment  policies.  Since  investments will be made
      based on their potential for capital appreciation,  current income will be
      incidental  to the  objective  of capital  growth.  The  Portfolio  is not
      intended for  investors  whose  principal  objective is assured  income or
      preservation of capital.

      Total Return Portfolio

            This Portfolio  seeks to achieve a high return through a combination
      of current income and capital  appreciation  by investing in a diversified
      portfolio  of  common  and  preferred   stocks,   senior   corporate  debt
      securities,  and U.S. Government and Agency obligations,  bonds and senior
      debt securities.

      Conservative Investors Portfolio

            This Portfolio seeks the highest total return  without,  in the view
      of  the  Fund's  Adviser,  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  consistent with what
      the Fund's  Adviser  considers  to be  reasonable  risk by  investing in a
      diversified mix of publicly traded equity and fixed-income securities.

      Worldwide Privatization Portfolio

            This Portfolio  seeks  long-term  capital  appreciation by investing
      principally  in  equity   securities   issued  by  enterprises   that  are
      undergoing,  or  have  undergone,   privatization.   The  balance  of  the
      Portfolio's   investment  portfolio  will  include  equity  securities  of
      companies that are believed by the Fund's Adviser to be  beneficiaries  of
      the privatization process.

      Technology Portfolio

            This  Portfolio  seeks  growth  of  capital  through  investment  in
      companies expected to benefit from advances in technology.  The Technology
      Portfolio invests principally in a diversified  portfolio of securities of
      companies  which use technology  extensively in the  development of new or
      improved products or processes.

   
      Quasar Portfolio

            This  Portfolio  seeks  growth of  capital by  pursuiing  aggressibe
      investment  policies.  The Portfolio invests  principally in a diversified
      portfolio of equity securities of any company and industry and in any type
      of  security  which  is  believed  to  offer   possibilities  for  capital
      appreciation.

      Real Estate Investment Portfolio

            This  Portfolio  seeks a total  return on its assets from  long-term
      growth of capital  and from  income  principally  through  investing  in a
      portfolio of equity securities of issuers that are primarily engaged in or
      related to the real estate industry.
    
            THERE  IS  NO  ASSURANCE  THAT  THE  INVESTMENT  OBJECTIVES  OF  THE
      PORTFOLIOS WILL BE MET.


                                       20
<PAGE>
                                   
      Voting Rights
            The  Fund  does not  hold  regular  meetings  of  shareholders.  The
      Directors of the 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 the Fund. In accordance with its
      view of present  applicable  law,  the Company will vote the shares of the
      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 Contract Owners and those
      shares which it owns in the same  proportion  as it votes shares for which
      it has received instructions from Contract 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 the 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 Contract
      Owner before the Annuity Date or the death of the  Annuitant  (or Contract
      Owner,  as  applicable),  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.

            Shares  of the Fund  are  sold  only to  separate  accounts  of life
      insurance  companies.  The  shares  of the Fund  will be sold to  separate
      accounts of the Company,  its affiliate,  AIG Life  Insurance  Company and
      unaffiliated  life insurance  companies to fund variable annuity contracts
      and/or variable life insurance  policies.  It is conceivable  that, in the
      future,  it may be  disadvantageous  for variable life insurance  separate
      accounts  and  variable  annuity  separate  accounts to invest in the Fund
      simultaneously.  Although  neither  the  Company  nor the  Fund  currently
      foresees  any  such  disadvantages,  either  to  variable  life  insurance
      policyowners or to variable annuity  Contract Owners,  the Fund's Board of
      Directors   will  monitor   events  in  order  to  identify  any  material
      irreconcilable  conflicts  which may possibly  arise and to determine what
      action,  if any,  should  be  taken in  response  thereto.  If a  material
      irreconcilable  conflict were to occur,  the relevant  participating  life
      insurance companies will under their agreements governing participation in
      the Fund take whatever steps are necessary, at their expense, to remedy or
      eliminate the irreconcilable material conflict. If such a conflict were to
      occur, one or more insurance  company separate accounts might withdraw its
      investments in the Fund.  This might force the Fund to sell  securities at
      disadvantageous prices.

      Substitution Of Shares
            If the shares of the Fund (or any Portfolio  within the Fund) should
      no longer be available for  investment  by the Variable  Account or if, in
      the  judgment of the Company,  further  investment  in such shares  should
      become inappropriate in view of the purpose of the Contracts,  the Company
      may  substitute  shares of another  mutual fund (or  Portfolio  within the
      Fund) for Fund shares  already  purchased or to be purchased in the future
      by purchase  payments under the Contracts.  No  substitution of securities
      may take place without any required  prior  approval of the Securities and
      Exchange Commission and under such requirements as it may impose.

                                       21
<PAGE>

      Allocation Of Purchase Payment to Sub-accounts
            The purchase payment is allocated to the Sub-account(s)  selected by
      the Contract  Owner in the  application  except that in those states which
      require  the  Company  to pay a premium  tax 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 fifteen (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.


                                       22
<PAGE>


      Transfer Of Contract Values
            Before the Annuity Date, the Contract 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;
    (c)   the  Company  may  reject  any  more  than  twelve  (12)  transfer
          requests per Contract Year; and
    (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 authorization is available to a Contract Owner
      only by prior  election.  A Contract Owner must  complete,  sign, and file
      with the Company a Telephone Transfer Authorization Form for each Contract
      owned.  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.



                                       23
<PAGE>
                                      

                             CHARGES AND DEDUCTIONS

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

   
      Deduction for  State Premium Taxes
    
            Any premium or other taxes  levied by any  governmental  entity with
      respect to the Contracts will be charged  against the purchase  payment or
      the 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.

      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 the 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 Contract  Owner should elect a payment option not based on a life
      contingency,  the Mortality and Expense Risk Charge is still  deducted but
      the Contract 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.





                                       24
<PAGE>
                       




         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 as a 403(b) Plan or IRA. (See
 "Taxes - 403(b) Plans" on page     .)
    


      Deduction for Administrative Charge
         The Company deducts an annual Administrative Charge, which is currently
      $30 per year,  from the  Contract  Value to  reimburse it for the costs it
      incurs  relating to maintenance of the Contract and the Variable  Account.
      The Company may  increase  this charge to an amount not to exceed $100 per
      year. The  Administrative  Charge is designed to reimburse the Company for
      the costs it incurs  relating to the  maintenance  of the Contract and the
      Variable Account.

         Prior to the Annuity Date, the  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 Administrative  Charge from the Contract Value for
      the fraction of the Contract Year preceding the Annuity Date.

         This  charge  is  also  deducted  in  full  on the  date  of any  total
      withdrawal.  The 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,  this  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

   
         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.  Surrenders and withdrawals may be taxable and subject to a penalty
      tax. (See "Taxes" beginning on page .)
    


      Other Expenses
         There are  deductions  from and expenses  paid out of the assets of the
      Fund which are described in the accompanying Prospectus for the Fund.




                                       25
<PAGE>




                         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 Owner's records.  DVFS serves as
      the  administrator  to  various  insurance   companies  offering  variable
      contracts .


                           RIGHTS UNDER THE CONTRACTS
         The Contract  Owner has all rights and may receive all  benefits  under
      the Contract.  The Contract 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 Contract Owner
      shall be one in the same person unless otherwise provided for. In the case
      of Contracts  issued in connection with an IRA, the Contract Owner must be
      the Annuitant.

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

         The  Contract  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  Contract  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.  In as much as an  assignment or change of ownership may be a
      taxable  event,  Contract  Owners  should  consult  competent tax advisers
      should they wish to assign their Contracts.

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


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

         The Contract  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 or sex 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 Contract 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.

   
            In addition,  for IRA and 403(b) Plan Contracts,  certain provisions
      of your retirement plan or the Code may further restrict your choice of an
      Annuity  Date.  (See  "Taxes  -  403(b)  Plans"  on  page , and  "Taxes  -
      Individual Retirement Annuities" on page .)
    

      Annuity Options
         The Contract  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 Contract Owner elects annuity  payments which are based on the
      Variable  Account,  the  amount  of the  payments  will be  variable.  The
      Contract  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 "Alliance Variable Products Series Fund, Inc. -
      Transfer of Contract Values" on page .)

         If the Contract 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 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.




                                       26
<PAGE>





                                  DEATH BENEFIT

      Death Benefit
         If the Annuitant (or Contract  Owner,  if  applicable)  dies before the
      Annuity Date, the Company will pay a death benefit equal to the greater of
      the purchase payment paid less partial withdrawals or the Contract Value.

         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.  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 Contract Owner
         If a Contract 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,  the
      Beneficiary  may  elect  to  accelerate  these  payments.  Any  method  of
      acceleration chosen must be approved by the Company.

         If the Contract 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 Contract 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 "Alliance  Variable  Products Series Fund, Inc. -
      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  purchaser  specifically
      consents to the Company's  retaining  them until the  application  is made
      complete.




                                       27
<PAGE>





      Minimum Purchase Payment
   
         The  Contracts  are offered on a single  purchase  payment  basis.  The
      minimum  purchase payment the Company will accept is $5,000 and $2,000 for
      a Contract purchased in connection with an IRA or 403(b) Plan.
    

 Distributor
    AIG Equity Sales Corp.  ("AESC"),  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  not to exceed  3.5% of purchase  payments  will be paid to
 entities  which sell the  Contracts.  In addition,  expense  reimbursement
  allowances may be paid. Additional payments may be made for other services
  not directly related to the sale of the Contracts.

         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, Contract Owners who
      purchased  Contracts  through the bank would be  permitted to retain their
      Contracts and alternate means for servicing those Contract Owners would be
      sought. It is not expected, however, that Contract 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.   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 Contract  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;  (c) any  applicable  Deferred  Sales
Charge will be deducted;
(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.

   
   Withdrawals  (including  systematic  withdrawals  discussed  below)  may be
   taxable  and  subject to a penalty  tax.  (See  "Taxes"  beginning  on page
        .)
    

                                       28
<PAGE>

      Systematic Withdrawal Program
         During the Accumulation  Period a Contract 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
      Contract Owner may not elect to participate in such program until the next
      Contract Anniversary.

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

         The 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  Contract  Owner  is  receiving   systematic
      withdrawals.  A Contract  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
      Contract Owner to adverse tax  consequences,  including a 10% tax penalty.
      (See  "Taxes -  Taxation  of  Annuities  in  General"  on page  ____ for a
      discussion of the tax consequences of withdrawals.)

      Total Withdrawal
         The Contract 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  Administrative  Charge  and less any  applicable
      premium taxes. (See "Charges and Deductions" on page .)

      Payment of Withdrawals
         Any  Contract  Values  withdrawn  will be sent to the  Contract  Owners
      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 Contract 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 .)

                                       29
<PAGE>


                                      TAXES
      Introduction
         The  Contracts  are  designed  for  use by  individuals  to  accumulate
      Contract  Values with retirement  plans which,  except for IRAs and 403(b)
      Plans,  are generally  not  tax-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 Contract Owner, Annuitant or
      Beneficiary  depend  on the  Company's  tax  status  and  upon the tax and
      employment status of the individual  concerned.  Accordingly,  each person
      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
      Contract  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 .)

         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  on full  surrender  of the
         Contract,  the  recipient  is taxed on the portion of the payment  that
         exceeds the investment in the contract. The taxable portion is taxed as
         ordinary income.

              If the recipient  receives annuity payments rather than a lump sum
         payment,  a portion of the payment is  included in taxable  income when
         received.  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  recipient  is able  to  exclude  a  portion  of the  payments
         received  from taxable  income until the  investment in the Contract is
         fully   recovered.   Annuity  payments  are  fully  taxable  after  the
         investment in the Contract is recovered.  If the recipient  dies before
         the investment in the Contract is recovered,  the recipient's estate is
         allowed a deduction for the remainder.
    


                                       30
<PAGE>

         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  Contract  Owner (or where  the  Contract  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.

   
             Generation Skipping Transfer Tax

        A transfer of the Contract or the designation of a beneficiary who is
      either 37 1/2 years younger than the Owner or a grandchild of the
       Owner may have Generation Skipping Transfer Tax consequences.
    


         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  Contract  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  Contract  Owner's
         death;  and (ii) if a Contract  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. The designated  Beneficiary is
         the person to whom ownership of the Contract passes by reason of death,
         and must be a natural  person.  If the Beneficiary is the spouse of the
         Contract Owner, the Contract may be continued  unchanged in the name of
         the spouse as Contract Owner.
    

                                       31
<PAGE>

              If  the  Contract  Owner  is  not  an  individual,   the  "primary
         annuitant"  (as  defined  under the Code) is  considered  the  Contract
         Owner.  In addition,  when the Contract Owner is not an  individual,  a
         change in the primary annuitant is treated as the death of the Contract
         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 generally provides that no gain or loss shall be
         recognized on the exchange of an annuity  contract for another  annuity
         contract,  unless  money  is  distributed  as part of the  exchange.  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
         purchasers  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 policy 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 policy 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. Contract Owners should consult a tax adviser
         before purchasing more than one Contract or other annuity contracts.

   
             Withholding

                  The Company is required to withhold  Federal  income  taxes on
            withdrawals,  lump sum  distributions,  and  annuity  payments  that
            include  taxable  income  unless  the  payee  elects to not have any
            withholding or in certain other  circumstances.  Special withholding
            rules apply to payments made to non-resident aliens.

               Lump-sum Distribution or Withdrawal
               The Company is required to withhold 10% of the taxable portion of
               any withdrawal or lump sum  distribution  unless You elect out of
               withholding.

               Annuity Payments
               The  Company  will  withhold  on the  taxable  portion of annuity
               payments  based on a  withholding  certificate  You file with the
               Company.  If you do not file a certificate,  You will be treated,
               for purposes of determining your withholding  rates, as a married
               person with three exemptions.

                  You are liable for  payment  of  Federal  income  taxes on the
               taxable  portion  of any  withdrawal,  distribution,  or  annuity
               payment.  You may be subject to penalties under the estimated tax
               rules if your  withholding  and  estimated  tax  payments are not
               sufficient.
    





                                       32
<PAGE>



      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
      Contract 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 Contract 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.

   
      Tax-Favored 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  Contract 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 401 retirement plan.  Distributions from a 401 qualified plan or
      403(b) 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, 403(b) Plan or an IRA. 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 tax if the recipient is under age 59 1/2 (unless another exception
      applies under Code Section 72(t)). A prospective  Owner considering use of
      the Contract in this manner  should  consult a competent  tax advisor with
      regard  to the  suitability  of the  Contract  of  this  purpose  and  for
      information  concerning the provisions of the Code applicable to qualified
      plans, 403(b) Plans, and IRAs.
    

                                       33
<PAGE>


      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.  In  addition,
      distributions  from an IRA may be rolled  over to  another  IRA,  provided
      certain  conditions  are met. 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.  Contracts  offered in connection with an IRA by this
      Prospectus are not available in all states.
    

      403(b) Plans
   
         Code Section  403(b)(11)  imposes  certain  restrictions  on a Contract
      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
      Contract 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,   403(b)   Plans  are  subject  to   additional
      requirements,  including:  eligibility,  limits on contributions,  minimum
      distributions,   and  nondiscrimination  requirements  applicable  to  the
      employer.  Owners and their  employers are responsible for compliance with
      these rules.  Contracts  offered in connection  with a 403(b) Plan by this
      Prospectusare not available in all states.
    


                                      A-1
<PAGE>
                                    

                                    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 Contracts.  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.

                                      A-2
<PAGE>

         The 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 .)

   
      LEGAL PROCCEDINGS

           The  Company  knows  of no legal  proceeding  pending  to  which  the
      Variable Account is a party or which would materially  affect the Variable
      Account.

      Legal matters  relating to the federal  securities laws in connection with
      the  Contracts  described  herein are being passed upon by the law firm of
      Jorden, Burt, Berenson & Johnson LLP, Washington D.C. .
    




<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...............................................


<PAGE>










                                     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 VARIABLE  ANNUITY
 CONTRACTS WHICH ARE REFERRED TO HEREIN.

   
          THE  PROSPECTUS  CONCISELY SETS FORTH  INFORMATION  THAT A PROSPECTIVE
  INVESTOR OUGHT TO KNOW BEFORE  INVESTING.  FOR A COPY OF THE PROSPECTUS  DATED
  May 1, 1997 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:     May 1, 1997
    

                                                              ALLIANCE



                                      B-2
<PAGE>



                              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.........................................




                                      B-3
<PAGE>




                                  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.

Independent Accountants
         The audited financial  statements of the Company and Variable Account A
have  been  audited  by  Coopers  and  Lybrand,   independent  certified  public
accountants, whose offices are located in Philadelphia, Pennsylvania.

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, Washington,D.C.

Distributor

   
    AIG  Equity  Sales  Corp.   ("AESC"),  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 $20,363 were retained by the Distributor 
in 1996.
                 
    

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  will be for the seven
days ended on the date of the most recent balance sheet of the Variable  Account
included in the registration statement,  and will be computed by determining the
net  change,  exclusive  of  capital  changes,  in the  value of a  hypothetical
preexisting  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 Contract 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 
will be for the seven days ended on the date of the
most recent balance sheet of the Variable  Account  included in the registration
statement, and will be 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  preexisting 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 Contract
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 Contract 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  requested  withdrawal  amount,  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) 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.

         B.   Total Return Quotations
    The total return  quotations for all 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 the date of the most  recent  balance
sheet of the Variable Account 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:

                           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 Contract  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.

                                      B-4
<PAGE>

    Annualized total return quotations for certain Sub-accounts were as follows:

   
         Annualized  total  return  quotations  for certain  Sub-accounts  as of
December 31, 1996 were as follows:
<TABLE>
<CAPTION>


                             1  Year           3 Years     Inception to Date
          <S>                <C>              <C>            <C>    
           Money Market         -2.44%           1.65%         -1.66%
           Premier Growth       14.40%           16.87%         15.68%
           Growth & Income      15.69%           15.82%         14.09%
           International        -0.02%           5.17%           6.54%
           Short Term Multi      2.15%           0.37%           1.32%
           Global Bond           -0.99%          5.15%           6.54%
           Us Gov't High Grade   -4.41%          2.87%           3.16%
           Global Dollar Gov't   16.45%           N/A           13.82%
           North American Gov't  10.66%           N/A            6.53%
           Utility Income         0.56%           N/A            7.13%
           Conservative Investor -3.25%           N/A            5.87%
           Growth Investors       0.85%           N/A            8.59%
           Growth                19.80%           N/A           25.09%
           Total Return           7.37%           N/A           12.10%
          Worldwide Privatization 10.49%          N/A           10.15%
           Technology             N/A             N/A            3.01%
           Quasar                 N/A             N/A            0.06%
           Real Estate Investment N/A             N/A             N/A

</TABLE>

    



                                      B-5
<PAGE>


           Premier Growth Portfolio                December 7, 1992 
           Growth & Income Portfolio               April 16,  1992  
           Short-Term  Multi-Market  Portfolio     June 25,  1992
           Global Bond  Portfolio                  May 10, 1993 
           Money Market  Portfolio                 May 13,1993 
           International Portfolio                 June 1, 1993 
           U.S. Government/High Yield
           Securities  Portfolio                   June 14, 1993 
           North American Government 
           Income Portfolio                        April 8, 1994 
           Global Dollar 
           Government  Portfolio                   May 26 , 1994
           Utility Income  Portfolio               June 15, 1994  
           Conservative Investors Portfolio        September 8,1994
           Growth Investors Portfolio              August 16, 1994
           Growth Portfolio                        August 12, 1994
           Total Return Portfolio                  September 12,1994
           Worldwide Privatization Portfolio       October 17,1994
           Technology Portfolio                    January22,1996
           Quasar Portfolio                        August 15,1996
           Real Estate Investment Portfolio        January 7,1997



  

                                      B-6
<PAGE>
         


  C.    Yield   Quotations   for  the   Short-Term   Multi-Market,   U.S.
                 Government/High Grade Securities and Global Bond Sub-accounts

           The  yield   quotations   for  the  Short-Term   Multi-Market,   U.S.
Government/High  Grade Securities and Global Bond  Sub-accounts will be based on
the thirty-day  period ended on the date of the most recent balance sheet of the
Variable  Account included in the  registration  statement,  and are computed by
dividing  the net  investment  income per  Accumulation  Unit earned  during the
period  bythe  maximum  offering  price per unit 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  of the Fund  attributable  to  shares
            owned by the 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  offering  price per  Accumulation  Unit on the
               last day of the period.

         For  the  purposes  of  the  yield   quotations   for  the   Short-Term
Multi-Market,   U.S.   Government/High   Grade   Securities   and  Global   Bond
Sub-accounts, the calculations take into effect all fees that are charged to all
Contract  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 ranging up to 6% of the requested  withdrawal  amount,  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 "Alliance  Variable  Products Series Fund,
Inc. - Transfer of Contract Values" on page 15 of the Prospectus)

    D.   Non- Standardized Performance Data

         1.   Total Return Quotations
         The total return  quotations for all 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 the date of the most recent balance
sheet of the Variable Account 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:
                           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 Contract  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.

                                      B-7
<PAGE>

   
<TABLE>
<CAPTION>

         Annualized  total  return  quotations  for certain  Sub-accounts  as of
December 31, 1996 were as follows:

                                   1 Year         3 Years    Inception to Date
              <S>                 <C>           <C>                   <C>      
              Money Market           3.23%          2.96%               2.44%
              Premier Growth        20.99%          18.35%             16.25%
              Growth & Income       22.36%         17.29%              14.57%
              International          5.75%          6.51%               7.41%
              Short Term Multi       8.04%          1.66%               1.79%
              Global Bond            4.73%          6.50%               7.41%
              US Gov't/High Grade    1.11%          4.19                4.03%
              Global Dollar Gov't   23.16%           N/A               15.49%
              North American Gov't  17.04%           N/A                8.03%
              Utility Income         6.37%           N/A                8.75%
              Conservative Investor  2.33%           N/A                7.64%
              Growth Investors       6.67%           N/A               10.47%
              Growth                26.70%           N/A               27.08%
              Total Return          13.56%           N/A               13.97%
              Worldwide Privatization16.86%          N/A               12.07%
              Technology              N/A            N/A                8.96%
              Quasar                  N/A            N/A                5.84%
              Real Estate Investment  N/A            N/A                N/A
</TABLE>
    

    2.   Tax Deferred Accumulation

    In  reports  or  other  communications  to You or in  advertising  or  sales
materials, the Company may also describe the effects of tax-deferred compounding
on the separate account's  investment returns or upon returns in general.  These
effects may be  illustrated  in charts or graphs and may include  comparisons at
various  points  in time of  returns  under  the  Contract  or in  general  on a
tax-deferred basis with the returns on a taxable basdis. Different tax rates may
be assumed.

    In general,  individuals who own annuity contracts are not taxed on inreases
in the value under the annuity  contract until some form of distribution is made
from the  contract.  Thus,  the annuity  contract will benefit from tax deferral
during  the  accumulation  period,  which  generally  will  have the  effect  of
permitting  an  investment  in an annuity  contract to grow more  rapidly than a
comparable  investment  under  which  increases  in value are taxed on a current
basis.  The chart  shows  accumulations  on an initial  investment  or  Purchase
Payment of $25,000,  assuming hypothetical gross annual return of 0%, 4% and 8%,
compounded  annually,  and a tax rate of 31%.  The values  shown for the taxable
investment do not include any deduction for  management  fees or other  expenses
but assume that taxes are deducted annually from investment returns.  The values
shown for the variable  annuity  reflect the deduction of  contractual  expenses
such as the mortality and expense risk charge,  the  Administrative  Fee and the
Annual  Fee,  but not the  expenses  of an  underlying  investment  vehicle.  In
addition,  these values assume that the Owner does not surrender the Contract or
make any withdrawals until the end of the period shown. The chart assumes a full
withdrawal,  at the end of the  period  shown,  of all  contract  value  and the
payment  of  taxes at the 31%  rate on the  amount  in  excess  of the  Purchase
Payment.

    The rates of return  illustrated are hypothetical and are not an estimate or
guaranty of performance.  Actual tax rates may vary for different taxpayers from
that  illustrated  and withdrawals by Owners who have not reached age 59 1/2 may
be subject to a tax penalty of 10%.




                                    [INSERT CHART]








                                      B-8
<PAGE>




Delay of Payments
         Any  payments  due under the  Contracts  will  generally be sent to the
Contract  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
    A Contract  Owner may deposit prior to the Annuity Date,  all or part of his
Contract  Value  into  either  the  Money  Market  or  Short-Term   Multi-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 Contract 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.

    A Contract 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  "Alliance  Variable  Products Series Fund,  Inc.  Transfer of
Contract Values" on page 12 of the Prospectus,  except that the Company will not
deem the election of the Automatic Dollar Cost Averaging option to count towards
a Contract Owner's twelve (12) free transfers.





                                      B-9
<PAGE>





          METHOD OF  DETERMINING  CONTRACT  VALUES 

The Contract  Value  will fluctuate in accordance with the
investment  results of the  underlying  Portfolios  of the Fund held  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  of the Fund 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) in  California  and New York  only,  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 or sex 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
Contract  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 Contract 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.

                                      B-10
<PAGE>

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
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 Fund 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 Fund 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  by  the  Fund  held  in  the  Sub-account  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 Fund 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.

         (c)  is the  percentage  factor  representing  the  Mortality  and
         Expense Risk 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 Period.

                                      B-11
<PAGE>

Additional Provisions
         The Company may require proof of the age or sex of the Annuitant before
making any life annuity payment provided for by the Contract.  If the age or sex
of the Annuitant has been  misstated the Company will compute the amount payable
based  on  the  correct  age  or  sex.  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  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  should be  considered  only as bearing upon the ability of the
Company to meet its obligations under the Contracts.

<PAGE>

                                      F-1
<PAGE>



                      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, 1996, 1995 AND 1994
















                                      F-2
<PAGE>



                         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, 1996 and 1995,  and the related
statements of income,  stockholders' equity and cash flows for each of the three
years in the period ended December 31, 1996. 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, 1996 and 1995, and the results
of its  operations  and its cash flows for each of the three years in the period
ended  December 31, 1996,  in  conformity  with  generally  accepted  accounting
principles.



COOPERS & LYBRAND L.L.P.



2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 22, 1997




                                      F-3
<PAGE>




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


<TABLE>
<CAPTION>

                                                         December 31,
                                                         -------------

                                                       1996             1995

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

<S>                                               <C>            <C>   

Assets

Investments and cash:
     Fixed maturities:
        Bonds available for sale, at market value  $  4,636,022$  4,434,329
        (cost: 1996-$4,456,608: 1995 - $4,139,170)
     Equity securities:
         Common stock
         (cost: 1996-$19,800: 1995 - $16,613)         33,099         24,365
         Non-redeemable preferred stocks
         (cost: 1996-$649; 1995 - $4,564)                590          4,570
Mortgage loans on real estate, net                   513,470        448,700
Real estate, net of accumulated
 depreciation of $6,046 in 1996; and $5,269 in 1995   26,227         27,000
Policy loans                                          11,063         10,991
Other invested assets                                 65,744         69,360
Short -term investments                               60,333        104,048
Cash                                                   1,726          1,105
                                               ------------- --------------

   Total investments and cash                      5,348,274      5,124,468


Amounts due from related parties                       4,277            973
Investment income due and accrued                     77,433         74,355
Premium and insurance balances receivable-net         13,617         13,289
Reinsurance assets                                    25,211         22,552
Deferred policy acquisition cost                      35,754         31,225
Separate and variable accounts                       153,678         68,151
Other assets                                           2,591         16,814
                                              -----------------------------

                        Total assets            $  5,660,835   $  5,351,827
                                                 ===========    ===========

</TABLE>

                  See accompanying notes to financial statements.





                                      F-4
<PAGE>











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

<TABLE>
<CAPTION>
                                                           December 31,

                                                         1996           1995

                                                 --------------    ----------
<S>                                             <C>             <C>
Liabilities

  Policyholders' funds on deposit                $ 3,308,208     $ 3,060,581
  Future policy benefits                           1,588,563       1,561,760
  Reserve for unearned premiums                        8,167          10,808
  Policy and contract claims                          44,173          37,201
  Reserve for commissions, expenses and taxes          4,905           4,433
  Insurance balances payable                           7,981           7,771
  Federal income tax payable                           3,758           3,477
  Deferred income taxes                               43,445          62,325
  Amounts due to related parties                       5,227           5,260
  Separate and variable accounts                     153,678          68,151
  Other liabilities                                   22,588          23,553
                                               -------------   -------------
                        Total liabilities          5,190,693       4,845,320
                                                 ------------    -----------


  Commitments and contingencies (See Note 6)

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 appreciation (depreciation) of 
  investments, net of future policy benefits 
  and taxes of $72,979 in 1996 and
  $82,352 in 1995;                                   135,524         153,086
  Retained earnings                                  134,368         153,171
                                                ------------   -------------

                      Total stockholders' equity     470,142         506,507
                                                 -----------    ------------
Total liabilities and stockholders' equity       $ 5,660,835     $ 5,351,827
                                                  ==========      ==========
</TABLE>


                  See accompanying notes to financial statements.






                                      F-5
<PAGE>

<TABLE>
<CAPTION>




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


                                               Years  ended  December 31,

                                          1996            1995             1994
                                      ------------    ------------     --------
<S>                                <C>              <C>            <C>

Revenues:
  Premiums                          $ 149,472      $     84,357    $    71,826
  Net investment income               401,647           386,680        335,510
  Realized capital gains                  610             1,436          1,932
                                 ------------     -------------    -----------


               Total revenues         551,729           472,473        409,268
                                    ---------       -----------      ---------


Benefits and expenses:
  Benefits to policyholders           163,377           167,319        163,585
  Increase in future policy benefits
  and policyholders' funds on deposit 284,936           209,512        165,291
  Acquisition and insurance expenses   54,875            54,808         62,759
                                    ----------     ------------     ----------

         Total benefits and expenses  503,188           431,639        391,635
                                      ---------     -----------      ---------


Income before income taxes             48,541            40,834         17,633
                                     ----------      ----------      -----------

Income taxes (benefits):
   Current                       26,85322,070            18,939
   Deferred                            (9,509)           (7,572)       (12,262)
                                  ------------     -------------    -----------

              Total income taxes       17,344            14,498          6,677
                                   ----------       -----------    -----------

Net income                        $    31,197      $     26,336    $    10,956
                                   ==========       ===========     ==========


</TABLE>


                   See accompanying notes to financial statements



                                      F-7
<PAGE>




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

<TABLE>
<CAPTION>


                                                 Years ended December 31,


                                          1996            1995             1994
                                      ------------    ------------    ---------

<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         197,025         197,025
                                    ----------      ----------      ----------

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



Unrealized appreciation (depreciation)
 of investments, net
 Balance at beginning of year          153,086         (60,149)         58,102
 Change during year                   (102,936)        404,059        (182,008)
 Changes due to deferred income 
 tax benefit expense) and      
 future policy benefits                 85,374        (190,824)          63,757                            
  Balance at end of year               135,524         153,086         (60,149)
                                   -----------     -----------     ------------


Retained earnings
  Balance at beginning of year         153,171         126,835         115,879
  Net income                            31,197          26,336          10,956
  Dividends to Stockholders            (50,000)             -               -
                                  ----------------------------------------------

  Balance at end of year               134,368         153,171         126,835
                                   -----------      ----------     -----------

          Total stockholders' equity$   470,142    $   506,507     $   266,936
                                     ==========     ==========      ==========

</TABLE>

                   See accompanying notes to financial statements



                                      F-8
<PAGE>







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


<TABLE>
<CAPTION>

                                                      Years  ended December 31,

                                                     1996          1995      1994

<S>                                          <C>          <C>          <C>   

Cash flows from operating activities:
 Net income                                  $     31,197  $     26,336   $  10,956
                                              -----------   ----------- -----------

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                      107,134        37,251      45,554
Change in premiums and insurance balances
  receivable and payable -net                        (117)         (110)       (138)
 Change in reinsurance assets                      (2,658)        3,761       5,570
 Change in deferred policy acquisition costs       (4,530)       (1,599)       (213)
 Change in investment income due and accrued       (3,078)       (6,732)     (8,153)
 Realized capital gains                              (610)       (1,436)     (1,932)
 Change in current and deferred income taxes -net  (9,227)       (5,417)     (6,927)
 Change in reserves for commissions, expenses   
 and taxes                                            472        1,356          149
 Change in other assets and liabilities - net     (17,396)      (18,394)      7,597
                                              -----------   ----------- ------------
Total adjustments                                  69,990         8,680      41,507
                                              -----------  ------------ -----------
 Net cash provided by operating activities        101,187        35,016      52,463
                                               ----------   ----------- -----------

Cash flows from investing activities:
 Cost of fixed maturities, at market sold .......  136,829        65,623      63,695
 Cost of fixed maturities, at market 
 matured or redeemed ...........................  424,317       247,551     255,229
 Cost of equity securities sold .................  4,877         1,310         958
 Realized capital gains ........................     610         3,436       4,715
 Purchase of fixed maturities..................  (858,793)     (627,188)   (837,973)
 Purchase of equity securities ................... (4,149)       (1,005)       (137)
 Mortgage loans granted ........................ (124,280)     (111,402)    (77,824)
 Repayments of mortgage loans..................... 59,577        60,476       9,621
 Change in policy loans...........................    (71)         (674)        601
 Change in short-term investments ................ 43,715        26,372      (7,485)
 Change in other invested assets ................. 10,475        (4,083)     (6,479)
 Other - net  ...................................   8,701       (17,713)     (1,020)
                                            -------------- ---------------------------
  Net cash used in investing activities          (298,192)     (357,297)   (596,099)
                                              ------------  ------------------------


Cash flows from financing activities:
 Change in policyholders' funds on deposit        247,626       318,169     542,729
 Dividends to stockholders                        (50,000)            -           -
                                             ---------------------------------------------
    Net cash provided by financing activities     197,626       318,169     542,729
                                             -------------   ----------  ----------


Change in cash .....................................  621        (4,112)       (907)
Cash at beginning of year ........................  1,105         5,217       6,124
                                            ------------- ---------------------------
Cash at end of year                          $     1,726  $       1,105 $     5,217
                                            ============= ============= ==============
</TABLE>


                   See accompanying notes to financial statements




                                      F-9
<PAGE>




             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 (GAAP).  The preparation of financial  statements in conformity
      with GAAP requires  management  to make  estimates  and  assumptions  that
      affect the reported  amounts of assets and  liabilities  and disclosure of
      contingent assets and liabilities at the date of the financial  statements
      and the reported  amounts of revenues and  expenses  during the  reporting
      periods. Actual results could differ from those estimates.  The Company is
      licensed to sell life and  accident & health  insurance in the District of
      Columbia and all states except  Arizona,  Connecticut  and  Maryland.  The
      Company is also licensed in America Samoa, Virgin Islands and Guam.

      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  National  Association  of Insurance  Commissioners  (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 and  non-redeemable
      preferred stocks are carried at market value.  Short-term  investments are
      carried at cost, which approximates market.

      Unrealized gains and losses from investment in equity securities and fixed
      maturities  available for sale are reflected in stockholders'  equity, net
      of amounts  recorded as future  policy  benefits and any related  deferred
      income taxes.

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


                                      F-10
<PAGE>


1.  Summary of Significant Accounting Policies - (continued)

      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 over their estimated lives.

      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 amortized  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.

   (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.  Policy  benefits and expenses are
      associated with earned premiums on long-duration  contracts resulting 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. The assets of each account are legally
      segregated  and are not  subject  to claims  which  arise out of any other
      business of the Company.




                                      F-11
<PAGE>




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:

      In March 1995,  the  Financial  Accounting  Standards  Board (FASB) issued
      Statement of Financial  Accounting  Standards No. 121  "Accounting for the
      Impairment of Long-lived  Assets and for Long-lived  Assets to Be Disposed
      Of" (FASB 121). This statement requires that long-lived assets and certain
      identifiable  intangibles  be reviewed for impairment  whenever  events or
      changes in circumstances indicate that the carrying amount of an asset may
      not be recoverable and an impairment loss must be recognized.

      FASB 121 was effective  for the Company  commencing  January 1, 1996.  The
      adoption  of this  statement  in 1996  had no  significant  effect  on the
      Company's results of operations, financial condition and liquidity.

      In  December  1995,   FASB  issued  "Special   Report,   a  Guide  to  the
      Implementation of Statement No. 115 on Accounting for Certain  Investments
      in Debt and Equity  Securities".  Among other things,  this guide provided
      for  a  transition  provision  permitting  a  one-time  transfer  of  debt
      securities from the held to maturity  classification  to the available for
      sale classification.  The Company did not transfer any securities from the
      held to maturity classification to available for sale classification.

   (i)The  financial  statements  for 1994 and 1995  have been  reclassified  to
      conform to the 1996 presentation.


2.  Investment Information

(a)  Statutory  Deposits:  Securities  with a carrying value of $9,369,000 and
   $9,381,000  were  deposited by the Company  under  requirements
   of regulatory authorities as of December 31, 1996 and 1995, respectively.





                                      F-12
<PAGE>




2.  Investment Information - (continued)

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

<TABLE>
<CAPTION>

                                                 Years   ended   December 31,
                                                 1996         1995        1994
                                                 ----         ----        ----
  <S>                                     <C>          <C>         <C>   
  

    Fixed maturities                         $351,702     $334,828    $289,374
      Equity securities                           999        1,006       1,156
      Mortgage loans                           41,865       40,383      33,251
      Real estate                               2,835        2,760       2,947
      Policy loans                                794          733         764
      Cash and short-term investments           4,699        4,124       6,839
      Other invested assets                     2,662        6,381       4,465
                                            ---------    ---------   ---------
          Total investment income             405,556      390,215     338,796

      Investment expenses                       3,909        3,535       3,286
                                            ---------    ---------   ---------

          Net investment income              $401,647     $386,680    $335,510
                                             ========     ========    ========

</TABLE>

(c)Investment  Gains and Losses:  The net realized  capital gains  (losses) and
 change in unrealized  appreciation  (depreciation)  of  investments  for 1996,
 1995 and 1994 are summarized below (in thousands):

<TABLE>
<CAPTION>

                                                 Years   ended   December 31,

                                                1996          1995       1994
                                                ----          ----       ----

     <S>                                    <C>          <C>       <C>  

      Net realized gains (losses)
       on investments:
      Fixed maturities                      $    (104) $      (115)$       (75)
      Equity securities                           714        3,515       2,046
      Mortgage loans                                -       (2,000)     (2,783)
      Other invested assets                         -           36       2,744
                                            ------------   --------------------
      Net realized gains                    $     610     $  1,436    $  1,932
                                            =========     ========    ========

      Change in unrealized appreciation 
      (depreciation) of investments:
      Fixed maturities                     $(115,746)   $ 402,020   $(186,892)
      Equity securities                        5,913          666        (697)
      Other invested assets                    6,897        1,373       5,581
                                          ----------- ------------------------
      Change in unrealized appreciation
              (depreciation) of investments $ (102,936)  $ 404,059   $(182,008)
                                            ===========  =========   ==========

      Proceeds from the sale of  investments  in fixed  maturities  during 1996,
      1995  and   1994   were   $136,829,000,   $65,623,000   and   $79,504,000,
      respectively.

      During  1996,  1995 and  1994,  gross  gains  of  $636,000,  $624,000  and
      $4,861,000,  respectively,  and gross  losses of  $740,000,  $739,000  and
      $4,936,000,   respectively,   were  realized  on   dispositions  of  fixed
      maturities.

      During  1996,  1995 and 1994,  gross  gains of  $714,000,  $3,516,000  and
      $2,047,000,  respectively,  and gross  losses of $0,  $1,000  and  $1,000,
      respectively, were realized on dispositions of equity securities.

</TABLE>


                                      F-13
<PAGE>






2.  Investment Information - (continued)

   (d)Market  Value  of  Fixed   Maturities  and  Unrealized   Appreciation   of
      Investments:  At December 31, 1996 and 1995,  unrealized  appreciation  of
      investments in equity securities  (before applicable taxes) included gross
      gains of  $15,648,000  and  $9,650,000  and gross  losses of $398,000  and
      $480,000, respectively.

      The amortized  cost and estimated  market values of  investments  in fixed
      maturities at December 31, 1996 and 1995 are as follows (in thousands):

<TABLE>
<CAPTION>




                                              Gross     
  1996                           Amortized  Unrealized         Gross     Market
                                   Cost       Gains        Unrealized    Value    
                                                              Losses               
<S>                                <C>     <C>           <C>         <C>                            
 Fixed maturities:
    U.S. Government and government
    agencies and authorities    $    79,195 $   14,104     $    420    $   92,879
    States, municipalities and                                       
    political subdivisions          854,402     36,479        4,574       886,307
    Foreign governments              39,549      3,579          283        42,845
    All other corporate           3,483,462    148,570       18,041     3,613,991
                                  ---------- ---------      -------      ---------
                                                                     
      Total fixed maturities    $ 4,456,608  $ 202,732     $ 23,318    $4,636,022
                                  ==========   ========     =======    ==========
</TABLE>
<TABLE>
<CAPTION>
                                                          

                                              Gross       Gross                
 1995                              Amortized  Unrealized  Unrealized    Market
                                   Cost       Gains       Losses        Value
<S>                           <C>            <C>         <C>       <C>    

 Fixed maturities:
  U.S. Government and government
   agencies and authorities      $   84,063   $ 19,982    $      39 $   104,006
   States, municipalities and                 
   political subdivisions           883,646     56,568           89     940,125
   Foreign governments               33,927      5,291           75      39,143
   All other corporate            3,137,534    224,452       10,931   3,351,055
                                  ---------    --------     --------  ---------
      Total fixed maturities    $4,139,170  $  306,293   $   11,134 $ 4,434,329
                                  ==========  ========      =======  ==========

</TABLE>

      The  amortized  cost  and  estimated  market  value  of  fixed  maturities
      available  for sale at December 31, 1996,  by  contractual  maturity,  are
      shown  below  (in  thousands).   Actual   maturities   could  differ  from
      contractual maturities because certain borrowers have the right to call or
      prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>

<S>                                     <C>               <C>       
                                                            Estimated
                                               Amortized    Market
                                                    Cost    Value

Due in one year or less                  $   280,178      $   287,023
Due after one year through five years      1,293,766        1,338,015
Due after five years through ten years     1,758,183        1,834,170
Due after ten years                        1,124,481        1,176,814
                                         -----------       ------------
                                         $4,456,608       $ 4,636,022
                                         ----------       -----------
                                         ----------       -----------

</TABLE>


                                      F-14
<PAGE>

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, 1996 and 1995,  the market
      value  of  the  CMO  portfolio  was  $1,031,431,000  and   $1,114,196,000,
      respectively;  the estimated amortized cost was approximately $991,305,000
      in 1996 and $1,049,450,000 in 1995. The Company's CMO portfolio is readily
      marketable.  There were no derivative (high risk) CMO securities contained
      in the portfolio at December 31, 1996.

   (f)Fixed Maturities  Below  Investment  Grade: At December 31, 1996 and 1995,
      the fixed  maturities held by the Company that were below investment grade
      had  an  aggregate   amortized  cost  of  $270,068,000  and  $204,254,000,
      respectively,   and  an  aggregate   market  value  of  $267,331,000   and
      $206,442,000, respectively.

   (g) Non-income Producing Assets:  Non-income producing assets 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 stockholders' equity at December 31, 1996 (in thousands):

<TABLE>
<CAPTION>

     <S>                                      <C>    
      Fixed Maturities:
      General Motors Acceptance Corporation    $   72,009 
      Morgan Stanley Mortgage Trust            $   71,790  
      Transamerica Finance                     $   55,300  
      Chrysler Finance Corporation             $   49,132  
                                               
</TABLE>

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,
                                       1996          1995         1994
                                       ----          ----         ----
<S>                                 <C>          <C>         <C>   

   Balance at beginning of year      $31,225      $29,626       $29,413
   Acquisition costs deferred          8,482        5,933         3,286
Amortization charged to income        (3,953)      (4,334)       (3,073)
                                      ------      -------       -------
   Balance at end of year            $35,754      $31,225       $29,626
                                     =======      =======       =======

</TABLE>




                                      F-15
<PAGE>




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,  1996  and  1995  follows  (in
     thousands):
<TABLE>
<CAPTION>


                                                 1996            1995
                                                 ----            ---- 
<S>                                        <C>            <C>    
                                                            
      Future policy benefits:
      Long duration contracts              $1,565,362      $1,537,901
      Short duration contracts                 23,201          23,859
                                          -----------     -----------
                                           $1,588,563      $1,561,760

      Policyholder funds on deposit:
      Annuities                            $2,458,340      $2,216,319
      Guaranteed investment contracts (GICs)  744,284         739,947
      Universal life                           98,466          98,214
      Other investment contracts                7,118           6,101
                                           $3,308,208      $3,060,581
</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.
      The liability for future policy benefits has been  established  based upon
      the following assumptions:

      (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 10.0  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 15.0
      percent.

   (c)The  liability  for  policyholders'  fund on deposit has been  established
      based on the following assumptions:

      (i) Interest rates credited on deferred annuities vary by year of issuance
      and  range  from  3.0  percent  to 8.0  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 zero over a
      period of 6 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 8.1 percent  and  maturities  range from 2 to 7
      years.

     (iii) The universal life funds have credited  interest rates of 5.9 percent
      to 7.5  percent  and  guarantees  ranging  from 3.5 percent to 5.5 percent
      depending  on the year of issue.  Additionally,  universal  life funds are
      subject  to  surrender  charges  that  amount to 10.0  percent of the fund
      balance and grade to zero over a period not longer than 20 years.




                                      F-16
<PAGE>




5.  Income Taxes

   (a)The  Federal  income tax rate  applicable  to  ordinary  income is 35% for
      1996, 1995 and 1994. 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):

<TABLE>
<CAPTION>


                                         Years  ended   December 31,

                                        1996             1995                1994
                                  ----------------    --------------      -----------
                                          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                 $16,989   35.0%   $14,287    35.0%     $6,172   35.0%
      Prior year federal
         income tax benefit        -          -          -       -           -      -
      State income tax               578    1.2        609     1.5         667    3.8
      Other                         (223)  (0.5)      (398)   (1.0)       (162)  (0.9)
                                 --------  -----   --------   ----    ---------  ----
      Actual income
         tax expense             $17,344   35.7%   $14,498    35.5%    $ 6,677   37.9%
                                 =======   ====    =======    ====     =======   ====
</TABLE>

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

<TABLE>
<CAPTION>


                                                       Years ended December 31,
                                                         1996              1995
<S>                                              <C>               <C> 
        Deferred tax assets:
         Adjustments to mortgage loans 
         and investment income                       $   5,321        $   5,420
         Adjustment to life reserves                    35,370           23,835
         Other                                             363            1,571
                                                   -----------        ---------
                                                        41,054           30,826

         Deferred tax liabilities:
          Deferred policy acquisition costs          $   1,437        $   1,637
          Fixed maturities discount                      9,816            8,745
          Unrealized appreciation on investments        72,979           82,352
    Other                                                  267              417
                                                   -----------       ----------
                                                        84,499           93,151
                                                     ---------         --------

          Net deferred tax liability                  $ 43,445         $ 62,325
                                                      ========         ========
</TABLE>

   (c)At  December  31,  1996,  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 1996,  1995,  and  1994  amounted  to  $25,353,000,
      $19,056,000, and $13,537,000, respectively.



                                      F-17
<PAGE>



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.

7.  Fair Value of Financial Instruments

   (a)Statement of Financial  Accounting  Standards 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.

      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
      market value are generally  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
      interest rates  currently being offered for similar  contracts  consistent
      with those remaining for the contracts being valued.



                                      F-18
<PAGE>




7.  Fair Value of Financial Instruments - (continued)

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

<TABLE>
<CAPTION>


           1996
                                                 FAIR      CARRYING
                                                 VALUE       AMOUNT
      ------------------------------------------------------------- 

<S>                                      <C>           <C>    

      Cash and short-term investments     $     62,059 $     62,059
      Fixed maturities                       4,636,022    4,636,022
      Equity securities                         33,689       33,689
      Mortgage and policy loans                533,981      524,533
      Interest rate cap                            226          283

      Policyholders' funds on deposit       $3,366,450   $3,308,208


</TABLE>
<TABLE>
<CAPTION>

          1995
                                                FAIR       CARRYING
                                                 VALUE       AMOUNT
      -------------------------------------------------------------
     <S>                                   <C>          <C>    
      
      Cash and short-term investments       $  105,153   $  105,153
      Fixed maturities                       4,434,329    4,434,329
      Equity securities                         28,935       28,935
      Mortgage and policy loans                489,768      459,691
      Interest rate cap                            433          510

      Policyholders' funds on deposit       $3,125,730   $3,060,581


</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.  During
      1996,  the Company paid a $50,000,000  dividend to American  International
      Group, Inc., the parent.

   (b)The  Company's  stockholders'  equity as  determined  in  accordance  with
      statutory  accounting  practices was $254,169,000 at December 31, 1996 and
      $257,910,000  at  December  31,  1995.  Statutory  net income  amounted to
      $48,474,000,  $49,059,000,  and  $21,226,000  for  1996,  1995  and  1994,
      respectively.


                                      F-19
<PAGE>


9.  Employee Benefits

   (a)The   Company   participates   with  its   affiliates   in  a   qualified,
      non-contributory,  defined  benefit  pension plan which is administered by
      the Parent. All qualified employees who have attained age 21 and completed
      twelve 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 limited to 44 years of credited service.  Prior to January 1, 1996
      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,  1996,  1995 and 1994  were
      approximately $241,000, $225,000 and $190,000,  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,
      1996 by $42,149,000.

   (b)The Parent also sponsors a voluntary  savings plan for domestic  employees
      (a 401(k)  plan),  which  during the two years ended  December  31,  1994,
      provided for salary  reduction  contributions  by  employees  and matching
      contributions  by the Parent up to 2 percent of annual salary.  Commencing
      January 1, 1995,  the 401(k) plan provided for matching  contributions  by
      the Parent of up to 6 percent of annual salary depending on the employee's
      years of service.

   (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  $73,866,000 at December
      31, 1996 and $73,171,000 at December 31, 1995.

   (d)In addition to the Parent's  defined  benefit pension plan, 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.

   (e)The  Parent  applies  APB  Opinion  25  "Accounting  for  Stock  issued to
      Employees"  and  related  interpretations  in  accounting  for its  plans.
      Employees  of the Company  participate  in certain  stock option and stock
      purchase  plans of the Parent.  In general,  under the stock  option plan,
      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 plan 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.
      The Parent has not  recognized  compensation  costs for either  plan.  The
      effect of the compensation costs, as determined consistent with
      FASB  123,  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.



                                      F-20
<PAGE>



10. Leases

   (a)The  Company  occupies  leased  space  in  many  locations  under  various
      long-term  leases  and  has  entered  into  various  leases  covering  the
      long-term  use of data  processing  equipment.  At December 31, 1996,  the
      future minimum lease payments under operating leases were as follows:

<TABLE>
<CAPTION>

          Year                          Payments
          <S>                          <C>  
           1997                         $ 1,035
           1998                             894   
           1999                             396
           2000                             220
           2001                             139
           Remaining years after 2001         -
                                        ---------

           Total                         $2,684
                                         ------
                                         ------
</TABLE>

      Rent expense  approximated  $866,000,  $661,000 and $801,000 for the years
      ended December 31, 1996, 1995 and 1994, respectively.

  (b)Sublease Income - The Company does not participate in sublease agreements.


11.  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 12).


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

                                                                             PERCENTAGE
                                                                             OF AMOUNT
     December 31, 1996                                                       ASSUMED
                                 GROSS       CEDED     ASSUMED    NET        TO NET
                               ---------------------------------------------------
     <S>                       <C>          <C>      <C>        <C>         <C>    

      Life Insurance in Force   $4,776,324  $638,583 $    3,282   $4,141,023   0.1%
                                 ========== ======== ==========   ==========

      Premiums:
       Life                         25,625    3,788          82       21,919   0.4%
       Accident and Health          20,553    6,729      22,009       35,833  61.4%
       Annuity                      92,441      721           -       91,720     -
                               ------------  --------- ----------  ---------- -------

      Total Premiums           $   138,619  $11,238   $ 22,091     $149,472   14.8%
                                =========== =========  =========   ==========
</TABLE>

                                      F-21
<PAGE>







11.  Reinsurance - (continued)
<TABLE>
<CAPTION>

                                                                             PERCENTAGE
                                                                             OF AMOUNT
     December 31, 1995                                                       ASSUMED
                               GROSS       CEDED     ASSUMED       NET       TO NET
                               ---------------------------------------------------
     <S>                      <C>         <C>       <C>         <C>          <C>   
      
      Life Insurance in Force  $4,415,460 $711,025  $    3,574   $3,708,009  0.2%
                               ==========  ========  ==========   ==========

      Premiums:
       Life                        25,938    3,368           6      22,576     -
       Accident and Health         22,136    8,034      20,822      34,924   59.6%
       Annuity                     27,496      639           -      26,857     -
                             ------------  ----------- --------   --------

      Total Premiums         $     75,570  $  12,041  $ 20,828  $   84,357   24.7%
                             ============  =========  =========  ===========
</TABLE>
<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>

   (b) The maximum amount retained on any one life by the Company is $1,000,000.

   (c)Reinsurance   recoveries,   which  reduced   death  and  other   benefits,
      approximated $7,176,000,  $7,667,000 and $6,720,000 respectively, for each
      of the years ended December 31, 1996, 1995 and 1994.

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

12.  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 $857,000 and
      $(2,000),  respectively,  for the year ended  December 31,  1996.  Premium
      income and  commission  ceded for 1995  amounted to $800,000 and $(3,000),
      respectively.  Premium  income and  commission  ceded for 1994 amounted to
      $574,000 and $(3,000), respectively.  Premium income and ceding commission
      expense  assumed from  affiliates  aggregated  $20,764,000 and $(120,000),
      respectively,   for  1996,   compared  to  $19,679,000   and   $(141,000),
      respectively,  for 1995, and  $19,331,000 and $98,000,  respectively,  for
      1994.

   (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  $5,142,000 in premiums
      relating to this business for 1996,  $4,080,000  for 1995,  and $3,952,000
      for 1994.



                                      F-22
<PAGE>


12.  Transactions with Related Parties - (continued)

   (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,  1996,   1995  and  1994,  the  Company  was  charged
      $24,204,000,  $19,148,000,  and  $17,401,000,  respectively,  for expenses
      attributed  to the Company but  incurred  by  affiliates.  During the same
      period, the Company received  reimbursements  from affiliates  aggregating
      $21,198,000, $20,920,000 and $19,505,000, respectively, for costs incurred
      by the Company but attributable to affiliates.

   (d)During  1995,  the  Company  sold  a  mortgage  loan  to AIG  Real  Estate
      Investment  and  Management  Company for the  aggregate  unpaid  principal
      balance of $5,000,000.

<PAGE>


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

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31,1996
<TABLE>
<CAPTION>

                                                                    Shares          Cost       Market Value

<S>                                                          <C>             <C>            <C>
ASSETS:
   Investments at Market Value:
      Alliance Variable Products Series Fund, Inc.:

         Money Market Portfolio .............................  9,919,014.200 $    9,919,013 $    9,919,013
         Premier Growth Portfolio ...........................  1,240,910.393     19,846,272     19,482,293
         Growth & Income Portfolio ..........................  1,569,924.834     23,774,361     25,746,769
         International Portfolio ............................    468,216.739      6,568,229      6,971,746
         Short-Term Multi-Market Portfolio ..................    100,737.097      1,078,598      1,080,910
         Global Bond Portfolio ..............................    160,960.409      1,847,386      1,889,666
         U.S. Government/High Grade
              Securities Portfolio ..........................    553,268.130      6,104,274      6,373,650
         Global Dollar Government Portfolio .................     77,669.860        999,843      1,112,233
         North American Government Portfolio ................    278,703.919      3,174,917      3,450,354
         Utility Income Portfolio ...........................    298,191.580      3,511,682      3,784,052
         Conservative Investors Portfolio ...................    609,855.522      6,988,153      7,360,960
         Growth Investors Portfolio .........................    138,864.474      1,671,785      1,769,133
         Growth Portfolio ...................................  1,527,818.097     22,381,740     27,378,501
         Total Return Portfolio .............................    422,941.964      5,464,771      6,187,640
         Worldwide Privatization Portfolio ..................    219,736.446      2,669,747      2,885,143
         Technology Portfolio ...............................    425,889.733      4,519,129      4,701,823
         Quasar Portfolio ...................................    178,857.613      1,878,569      1,903,045
                                                                             -------------- --------------
         Total Investments ................................................. $  122,398,469    131,996,931
                                                                                            --------------
              Total Assets ................................................................ $  131,996,931
                                                                                            ==============
EQUITY:
   Contract Owners' Equity ................................................................ $  131,996,931
                                                                                            --------------
              Total Equity ................................................................ $  131,996,931
                                                                                            ==============
</TABLE>


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

             STATEMENT OF OPERATIONS
       For the Year Ended December 31, 1996
<TABLE>
<CAPTION>


                                                                                                          Growth
                                                                           Money        Premier                &
                                                                          Market         Growth           Income
                                                            Total      Portfolio      Portfolio        Portfolio
                                                         ---------     ---------     ----------       ----------
<S>                                               <C>             <C>            <C>            <C>
Investment Income (Loss):
    Dividends  ................................... $     8,181,959 $      380,043 $    3,863,242 $      2,846,915
Expenses:
    Mortality & Expense Risk Fees  ...............       1,156,419        106,791        170,402          217,739
    Daily Administrative Charges  ................         136,663         12,278         19,549           25,299
                                                   --------------- -------------- -------------- ----------------
Net Investment Income (Loss)  ....................       6,888,877        260,974      3,673,291        2,603,877
                                                   --------------- -------------- -------------- ----------------
Realized and Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity  ................................       1,957,749              0        146,908          219,661
    Change in Unrealized Appreciation
        (Depreciation)  ..........................       5,694,413            (2)      (987,553)          957,177
                                                   --------------- -------------- -------------- ----------------
Net Gain (Loss) on Investments  ..................       7,652,162            (2)      (840,645)        1,176,838
                                                   --------------- -------------- -------------- ----------------
Increase (Decrease) in Net Assets
    Resulting From Operations  ................... $    14,541,039 $      260,972 $    2,832,646 $      3,780,715
                                                   =============== ============== ============== ================
</TABLE>

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

             STATEMENT OF OPERATIONS
       For the Year Ended December 31, 1996

<TABLE>
<CAPTION>

                                                                                                              US
                                                                                                          Gov't/
                                                                      Short-term         Global             High
                                                    International   Multi-Market           Bond            Grade
                                                        Portfolio      Portfolio      Portfolio        Portfolio
                                                         ---------     ---------     ----------       ----------
<S>                                               <C>             <C>            <C>            <C>
Investment Income (Loss):
    Dividends  ................................... $        62,807 $       87,827 $      142,711 $        194,079
Expenses:
    Mortality & Expense Risk Fees  ...............          63,551         12,375         11,616           69,403
    Daily Administrative Charges  ................           7,247          1,474          2,299            8,239
                                                   --------------- -------------- -------------- ----------------
Net Investment Income (Loss)  ....................         (7,991)         73,978        128,796          116,437
                                                   --------------- -------------- -------------- ----------------
Realized and Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity  ................................          47,574         13,582         26,560           75,786
    Change in Unrealized Appreciation
        (Depreciation)  ..........................         224,262       (14,638)       (67,713)         (81,240)
                                                   --------------- -------------- -------------- ----------------
Net Gain (Loss) on Investments  ..................         271,836        (1,056)       (41,153)          (5,454)
                                                   --------------- -------------- -------------- ----------------
Increase (Decrease) in Net Assets
    Resulting From Operations  ................... $       263,845 $       72,922 $       87,643 $        110,983
                                                   =============== ============== ============== ================
</TABLE> 

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

             STATEMENT OF OPERATIONS
       For the Year Ended December 31, 1996

<TABLE>
<CAPTION>

                                                           Global             N.
                                                           Dollar          Amer.        Utility     Conservative
                                                            Gov't          Gov't         Income        Investors
                                                        Portfolio      Portfolio      Portfolio        Portfolio
                                                         ---------     ---------     ----------       ----------
<S>                                               <C>             <C>            <C>            <C>
Investment Income (Loss):
    Dividends  ................................... $        12,920 $        9,055 $       62,898 $         72,624
Expenses:
    Mortality & Expense Risk Fees  ...............           6,611         25,203         35,215           71,329
    Daily Administrative Charges  ................             787          3,017          4,200            8,540
                                                   --------------- -------------- -------------- ----------------
Net Investment Income (Loss)  ....................           5,522       (19,165)         23,483          (7,245)
                                                   --------------- -------------- -------------- ----------------
Realized and Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity  ................................          44,263        153,100         53,941           73,744
    Change in Unrealized Appreciation
        (Depreciation)  ..........................          84,322        185,915        176,605          279,016
                                                   --------------- -------------- -------------- ----------------
Net Gain (Loss) on Investments  ..................         128,585        339,015        230,546          352,760
                                                   --------------- -------------- -------------- ----------------
Increase (Decrease) in Net Assets
    Resulting From Operations  ................... $       134,107 $      319,850 $      254,029 $        345,515
                                                   =============== ============== ============== ================
</TABLE>
  AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
              OF NEW YORK (AI LIFE)
                VARIABLE ACCOUNT A

             STATEMENT OF OPERATIONS
       For the Year Ended December 31, 1996


<TABLE>
<CAPTION>

                                                           Growth                         Total        Worldwide
                                                        Investors         Growth         Return    Privatization
                                                        Portfolio      Portfolio      Portfolio        Portfolio
                                                         ---------     ---------     ----------       ----------
<S>                                               <C>             <C>            <C>            <C>
Investment Income (Loss):
    Dividends  ................................... $        19,132 $      383,660 $       33,324 $         10,722
Expenses:
    Mortality & Expense Risk Fees  ...............          24,957        241,229         51,996           19,833
    Daily Administrative Charges  ................           2,988         28,786          6,210            2,372
                                                   --------------- -------------- -------------- ----------------
Net Investment Income (Loss)  ....................         (8,813)        113,645       (24,882)         (11,483)
                                                   --------------- -------------- -------------- ----------------
Realized and Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity  ................................         134,363        737,513         50,865           61,800
    Change in Unrealized Appreciation
        (Depreciation)  ..........................          56,638      3,861,809        622,785          189,862
                                                   --------------- -------------- -------------- ----------------
Net Gain (Loss) on Investments  ..................         191,001      4,599,322        673,650          251,662
                                                   --------------- -------------- -------------- ----------------
Increase (Decrease) in Net Assets
    Resulting From Operations  ................... $       182,188 $    4,712,967 $      648,768 $        240,179
                                                   =============== ============== ============== ================
</TABLE>
  AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
              OF NEW YORK (AI LIFE)
                VARIABLE ACCOUNT A

             STATEMENT OF OPERATIONS
       For the Year Ended December 31, 1996

<TABLE>
<CAPTION>


                                                       Technology         Quasar
                                                        Portfolio      Portfolio
                                                         ---------     ---------
<S>                                               <C>             <C>
Investment Income (Loss):
    Dividends  ................................... $             0 $            0
Expenses:
    Mortality & Expense Risk Fees  ...............          25,714          2,455
    Daily Administrative Charges  ................           3,085            293
                                                   --------------- --------------
Net Investment Income (Loss)  ....................        (28,799)        (2,748)
                                                   --------------- --------------
Realized and Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity  ................................         117,905            184
    Change in Unrealized Appreciation
        (Depreciation)  ..........................         182,694         24,474
                                                   --------------- --------------
Net Gain (Loss) on Investments  ..................         300,599         24,658
                                                   --------------- --------------
Increase (Decrease) in Net Assets
    Resulting From Operations  ................... $       271,800 $       21,910
                                                   =============== ==============
</TABLE>
                                See Notes to Financial Statements
<PAGE>
  AMERICAN INTERNATIONAL LIFE ASSURANCE COMPANY
              OF NEW YORK (AI LIFE)
                VARIABLE ACCOUNT A

        STATEMENT OF CHANGES IN NET ASSETS
For the Years Ended December 31,1996 and December 31,1995

                                                                        1996
<TABLE>
<CAPTION>


                                                                                                                Growth
                                                                               Money          Premier                &
                                                                              Market           Growth           Income
                                                             Total         Portfolio        Portfolio        Portfolio
<S>                                               <C>               <C>               <C>             <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)  ................$       6,888,877 $         260,974  $     3,673,291 $      2,603,877
    Realized Gain (Loss) on Investment Activity  .        1,957,749                 0          146,908          219,661
    Change in Unrealized Appreciation
        (Depreciation) of Investments  ...........        5,694,413               (2)        (987,553)          957,177
Increase (Decrease) in Net Assets Resulting       ----------------- -----------------  --------------- ----------------
    From Operations  .............................       14,541,039           260,972        2,832,646        3,780,715
                                                  ----------------- -----------------  --------------- ----------------
Capital Transactions:
    Contract Deposits  ...........................       71,962,107        26,676,166        6,354,843        9,296,869
    Administrative Charges  ......................         (23,635)           (1,270)          (3,314)          (4,460)
    Transfers Between Funds  .....................        2,682,801      (22,285,986)        3,936,089        5,347,859
    Contract Withdrawals  ........................      (4,363,405)         (525,634)        (439,663)        (773,457)
    Deferred Sales Charges  ......................        (138,921)          (18,228)         (10,496)         (20,065)
    Death Benefits  ..............................      (1,217,191)          (94,836)        (148,549)        (147,666)
Increase (Decrease) in Net Assets Resulting       ----------------- -----------------  --------------- ----------------
    From Capital Transactions  ...................       68,901,756         3,750,212        9,688,910       13,699,080
                                                  ----------------- -----------------  --------------- ----------------
Total Increase (Decrease) in Net Assets  .........       83,442,795         4,011,184       12,521,556       17,479,795
Net Assets, at Beginning of Year  ................       48,554,136         5,907,829        6,960,737        8,266,974
                                                  ----------------- -----------------  --------------- ----------------
Net Assets, at End of Year  ......................$     131,996,931 $       9,919,013  $    19,482,293 $     25,746,769
                                                   ================= =================  =============== ================

</TABLE>
                                                                        
<TABLE>
<CAPTION>

                                                                         1995
                                                                                                                Growth
                                                                               Money          Premier                &
                                                                              Market           Growth           Income
                                                             Total         Portfolio        Portfolio        Portfolio
<S>                                               <C>               <C>               <C>             <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)  ................$          52,300 $         143,493  $      (26,769) $         25,849
    Realized Gain (Loss) on Investment Activity  .          438,752                 0          206,646          179,555
    Change in Unrealized Appreciation
        (Depreciation) of Investments  ...........        4,059,714                 0          631,962        1,035,975
Increase (Decrease) in Net Assets Resulting       ----------------- -----------------  --------------- ----------------
    From Operations  .............................        4,550,766           143,493          811,839        1,241,379
                                                  ----------------- -----------------  --------------- ----------------
Capital Transactions:
    Contract Deposits  ...........................       37,156,227        15,453,447        3,643,200        3,834,979
    Transfers Between Funds  .....................                0       (9,732,102)        1,447,409        1,285,496
    Transfers From (To) AI Life  .................      (1,437,541)       (1,444,946)                0                0
    Administrative Charges  ......................          (9,296)           (1,236)            (977)          (1,208)
    Contract Withdrawals  ........................      (1,174,004)         (602,457)         (49,333)        (128,790)
    Deferred Sales Charges  ......................         (39,979)          (23,450)          (1,553)          (2,412)
    Death Benefits  ..............................        (145,741)             (336)         (42,673)         (37,226)
Increase (Decrease) in Net Assets Resulting       ----------------- -----------------  --------------- ----------------
    From Capital Transactions  ...................       34,349,666         3,648,920        4,996,073        4,950,839
                                                  ----------------- -----------------  --------------- ----------------
Total Increase (Decrease) in Net Assets  .........       38,900,432         3,792,413        5,807,912        6,192,218
Net Assets, at Beginning of Year  ................        9,653,704         2,115,416        1,152,825        2,074,756
                                                  ----------------- -----------------  --------------- ----------------
Net Assets, at End of Year  ......................$      48,554,136 $       5,907,829  $     6,960,737 $      8,266,974
                                                  ================= =================  =============== ================
</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 31,1996 and December 31, 1995

<TABLE>
<CAPTION>

                                                            1996                                                        US
                                                                                                                Gov't/
                                                                          Short-term           Global             High
                                                     International      Multi-Market             Bond            Grade
                                                         Portfolio         Portfolio        Portfolio        Portfolio
<S>                                               <C>               <C>               <C>             <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)  ................$         (7,991) $          73,978  $       128,796 $        116,437
    Realized Gain (Loss) on Investment Activity  .           47,574            13,582           26,560           75,786
    Change in Unrealized Appreciation
        (Depreciation) of Investments  ...........          224,262          (14,638)         (67,713)         (81,240)
Increase (Decrease) in Net Assets Resulting       ----------------- -----------------  --------------- ----------------
    From Operations  .............................          263,845            72,922           87,643          110,983
                                                  ----------------- -----------------  --------------- ----------------
Capital Transactions:
    Contract Deposits  ...........................        1,619,246           541,695          526,163        1,706,170
    Administrative Charges  ......................          (1,631)             (166)            (407)          (2,035)
    Transfers Between Funds  .....................        2,399,936         (292,015)          343,345          322,519
    Contract Withdrawals  ........................        (170,258)           (7,245)         (26,346)        (215,735)
    Deferred Sales Charges  ......................          (2,573)                 0            (275)          (5,297)
    Death Benefits  ..............................        (134,958)          (57,584)         (14,015)         (42,513)
Increase (Decrease) in Net Assets Resulting       ----------------- -----------------  --------------- ----------------
    From Capital Transactions  ...................        3,709,762           184,685          828,465        1,763,109
                                                  ----------------- -----------------  --------------- ----------------
Total Increase (Decrease) in Net Assets  .........        3,973,607           257,607          916,108        1,874,092
Net Assets, at Beginning of Year  ................        2,998,139           823,303          973,558        4,499,558
                                                  ----------------- -----------------  --------------- ----------------
Net Assets, at End of Year  ......................$       6,971,746 $       1,080,910  $     1,889,666 $      6,373,650
                                                    ================= =================  =============== ================

</TABLE>
<TABLE>
<CAPTION>

                                                                         1995                                           US
                                                                                                                Gov't/
                                                                          Short-term           Global             High
                                                     International      Multi-Market             Bond            Grade
                                                         Portfolio         Portfolio        Portfolio        Portfolio
<S>                                               <C>               <C>               <C>             <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)  ................$        (16,456) $         (4,215)  $       (2,996) $          4,710
    Realized Gain (Loss) on Investment Activity  .           26,266           (3,483)            (247)           18,645
    Change in Unrealized Appreciation
        (Depreciation) of Investments  ...........          194,742            30,769          114,189          362,005
Increase (Decrease) in Net Assets Resulting       ----------------- -----------------  --------------- ----------------
    From Operations  .............................          204,552            23,071          110,946          385,360
                                                  ----------------- -----------------  --------------- ----------------
Capital Transactions:
    Contract Deposits  ...........................        1,225,656           784,239          290,274        2,199,892
    Transfers Between Funds  .....................          304,156         (135,351)          326,218        1,240,474
    Transfers From (To) AI Life  .................                0                 0                0                0
    Administrative Charges  ......................          (1,683)              (63)            (162)            (484)
    Contract Withdrawals  ........................        (112,438)                 0         (29,399)         (25,751)
    Deferred Sales Charges  ......................          (3,737)                 0            (692)             (63)
    Death Benefits  ..............................                0                 0                0         (33,092)
Increase (Decrease) in Net Assets Resulting       ----------------- -----------------  --------------- ----------------
    From Capital Transactions  ...................        1,411,954           648,825          586,239        3,380,976
                                                  ----------------- -----------------  --------------- ----------------
Total Increase (Decrease) in Net Assets  .........        1,616,506           671,896          697,185        3,766,336
Net Assets, at Beginning of Year  ................        1,381,633           151,407          276,373          733,222
                                                  ----------------- -----------------  --------------- ----------------
Net Assets, at End of Year  ......................$       2,998,139 $         823,303  $       973,558 $      4,499,558
                                                  ================= =================  =============== ================

</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 31,1996 and December 31, 1995


<TABLE>
<CAPTION>

                                                                           1996
                                                            Global                N.
                                                            Dollar             Amer.          Utility     Conservative
                                                             Gov't             Gov't           Income        Investors
                                                         Portfolio         Portfolio        Portfolio        Portfolio
<S>                                               <C>               <C>               <C>             <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)  ................$           5,522 $        (19,165)  $        23,483 $        (7,245)
    Realized Gain (Loss) on Investment Activity  .           44,263           153,100           53,941           73,744
    Change in Unrealized Appreciation
        (Depreciation) of Investments  ...........           84,322           185,915          176,605          279,016
Increase (Decrease) in Net Assets Resulting       ----------------- -----------------  --------------- ----------------
    From Operations  .............................          134,107           319,850          254,029          345,515
                                                  ----------------- -----------------  --------------- ----------------
Capital Transactions:
    Contract Deposits  ...........................          441,487         2,381,640        1,891,458        4,704,752
    Administrative Charges  ......................            (136)             (614)            (513)            (778)
    Transfers Between Funds  .....................          355,456            41,162          475,955          928,879
    Contract Withdrawals  ........................          (9,570)         (240,914)         (93,660)        (252,945)
    Deferred Sales Charges  ......................            (137)          (14,198)          (1,123)         (10,524)
    Death Benefits  ..............................                0          (39,347)                0        (258,912)
Increase (Decrease) in Net Assets Resulting       ----------------- -----------------  --------------- ----------------
    From Capital Transactions  ...................          787,100         2,127,729        2,272,117        5,110,472
                                                  ----------------- -----------------  --------------- ----------------
Total Increase (Decrease) in Net Assets  .........          921,207         2,447,579        2,526,146        5,455,987
Net Assets, at Beginning of Year  ................          191,026         1,002,775        1,257,906        1,904,973
                                                  ----------------- -----------------  --------------- ----------------
Net Assets, at End of Year  ......................$       1,112,233 $       3,450,354  $     3,784,052 $      7,360,960
                                                 ================= =================  =============== ================

</TABLE>
<TABLE>

<CAPTION>

                                                                           1995
                                                            Global                N.
                                                            Dollar             Amer.          Utility     Conservative
                                                             Gov't             Gov't           Income        Investors
                                                         Portfolio         Portfolio        Portfolio        Portfolio
<S>                                               <C>               <C>               <C>             <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)  ................$              36 $          11,653  $       (3,400) $        (7,632)
    Realized Gain (Loss) on Investment Activity  .            1,659          (33,120)            8,865            7,540
    Change in Unrealized Appreciation
        (Depreciation) of Investments  ...........           28,993           183,345           97,317           93,187
Increase (Decrease) in Net Assets Resulting       ----------------- -----------------  --------------- ----------------
    From Operations  .............................           30,688           161,878          102,782           93,095
                                                  ----------------- -----------------  --------------- ----------------
Capital Transactions:
    Contract Deposits  ...........................          114,973           498,520          735,782        1,295,707
    Transfers Between Funds  .....................          (7,100)         (353,701)          298,196          464,257
    Transfers From (To) AI Life  .................                0                 0                0                0
    Administrative Charges  ......................             (29)           (1,048)            (117)            (102)
    Contract Withdrawals  ........................          (5,466)          (45,276)         (11,410)         (17,859)
    Deferred Sales Charges  ......................                0           (1,770)            (232)            (119)
    Death Benefits  ..............................                0          (32,414)                0                0
Increase (Decrease) in Net Assets Resulting       ----------------- -----------------  --------------- ----------------
    From Capital Transactions  ...................          102,378            64,311        1,022,219        1,741,884
                                                  ----------------- -----------------  --------------- ----------------
Total Increase (Decrease) in Net Assets  .........          133,066           226,189        1,125,001        1,834,979
Net Assets, at Beginning of Year  ................           57,960           776,586          132,905           69,994
                                                  ----------------- -----------------  --------------- ----------------
Net Assets, at End of Year  ......................$         191,026 $       1,002,775  $     1,257,906 $      1,904,973
                                                  ================= =================  =============== ================

</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 31,1996 and December 31, 1995





<TABLE>
<CAPTION>

                                                                         1996
                                                            Growth                              Total        Worldwide
                                                         Investors            Growth           Return    Privatization
                                                         Portfolio         Portfolio        Portfolio        Portfolio
<S>                                               <C>               <C>               <C>             <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)  ................$         (8,813) $         113,645  $      (24,882) $       (11,483)
    Realized Gain (Loss) on Investment Activity  .          134,363           737,513           50,865           61,800
    Change in Unrealized Appreciation
        (Depreciation) of Investments  ...........           56,638         3,861,809          622,785          189,862
Increase (Decrease) in Net Assets Resulting       ----------------- -----------------  --------------- ----------------
    From Operations  .............................          182,188         4,712,967          648,768          240,179
                                                  ----------------- -----------------  --------------- ----------------
Capital Transactions:
    Contract Deposits  ...........................        1,706,418         7,547,011        2,931,098        1,154,022
    Administrative Charges  ......................            (351)           (6,711)            (733)            (413)
    Transfers Between Funds  .....................        (793,530)         5,676,961        1,350,794          899,896
    Contract Withdrawals  ........................         (58,019)       (1,235,945)        (179,584)         (96,953)
    Deferred Sales Charges  ......................          (1,694)          (42,508)          (3,937)          (2,393)
    Death Benefits  ..............................                0         (174,472)                0                0
Increase (Decrease) in Net Assets Resulting       ----------------- -----------------  --------------- ----------------
    From Capital Transactions  ...................          852,824        11,764,336        4,097,638        1,954,159
                                                  ----------------- -----------------  --------------- ----------------
Total Increase (Decrease) in Net Assets  .........        1,035,012        16,477,303        4,746,406        2,194,338
Net Assets, at Beginning of Year  ................          734,121        10,901,198        1,441,234          690,805
                                                  ----------------- -----------------  --------------- ----------------
Net Assets, at End of Year  ......................$       1,769,133 $      27,378,501  $     6,187,640 $      2,885,143
                                                   ================= =================  =============== ================

</TABLE>

<TABLE>
<CAPTION>

                                                                             1995
                                                            Growth                              Total        Worldwide
                                                         Investors            Growth           Return    Privatization
                                                         Portfolio         Portfolio        Portfolio        Portfolio
<S>                                               <C>               <C>               <C>             <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)  ................$         (3,310) $        (59,891)  $       (4,995) $        (3,777)
    Realized Gain (Loss) on Investment Activity  .            3,354            19,182            1,861            2,029
    Change in Unrealized Appreciation
        (Depreciation) of Investments  ...........           40,929         1,120,763          100,209           25,329
Increase (Decrease) in Net Assets Resulting       ----------------- -----------------  --------------- ----------------
    From Operations  .............................           40,973         1,080,054           97,075           23,581
                                                  ----------------- -----------------  --------------- ----------------
Capital Transactions:
    Contract Deposits  ...........................          268,883         5,741,124          793,257          276,294
    Transfers Between Funds  .....................          397,035         3,625,601          509,809          329,603
    Transfers From (To) AI Life  .................            7,405                 0                0                0
    Administrative Charges  ......................             (40)           (1,999)             (68)             (80)
    Contract Withdrawals  ........................         (11,434)         (125,673)          (6,235)          (2,483)
    Deferred Sales Charges  ......................             (22)           (5,814)             (84)             (31)
    Death Benefits  ..............................                0                 0                0                0
Increase (Decrease) in Net Assets Resulting       ----------------- -----------------  --------------- ----------------
    From Capital Transactions  ...................          661,827         9,233,239        1,296,679          603,303
                                                  ----------------- -----------------  --------------- ----------------
Total Increase (Decrease) in Net Assets  .........          702,800        10,313,293        1,393,754          626,884
Net Assets, at Beginning of Year  ................           31,321           587,905           47,480           63,921
                                                  ----------------- -----------------  --------------- ----------------
Net Assets, at End of Year  ......................$         734,121 $      10,901,198  $     1,441,234 $        690,805
                                          ================= =================  =============== ================

</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 31,1996 and December 31, 1995



                                                                   1996

<TABLE>
<CAPTION>

                                                        Technology            Quasar
                                                         Portfolio         Portfolio
<S>                                               <C>               <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)  ................$        (28,799) $         (2,748)
    Realized Gain (Loss) on Investment Activity  .          117,905               184
    Change in Unrealized Appreciation
        (Depreciation) of Investments  ...........          182,694            24,474
Increase (Decrease) in Net Assets Resulting       ----------------- -----------------
    From Operations  .............................          271,800            21,910
                                                  ----------------- -----------------
Capital Transactions:
    Contract Deposits  ...........................        1,995,004           488,065
    Administrative Charges  ......................             (98)               (5)
    Transfers Between Funds  .....................        2,577,326         1,398,155
    Contract Withdrawals  ........................         (32,453)           (5,024)
    Deferred Sales Charges  ......................          (5,417)              (56)
    Death Benefits  ..............................        (104,339)                 0
Increase (Decrease) in Net Assets Resulting       ----------------- -----------------
    From Capital Transactions  ...................        4,430,023         1,881,135
                                                  ----------------- -----------------
Total Increase (Decrease) in Net Assets  .........        4,701,823         1,903,045
Net Assets, at Beginning of Year  ................                0                 0
                                                  ----------------- -----------------
Net Assets, at End of Year  ......................$       4,701,823 $       1,903,045
                                          ================= =================

</TABLE>
                                                                   1995
<TABLE>
<CAPTION>


                                                        Technology            Quasar
                                                         Portfolio         Portfolio
<S>                                               <C>               <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)  ................$               0 $               0
    Realized Gain (Loss) on Investment Activity  .                0                 0
    Change in Unrealized Appreciation
        (Depreciation) of Investments  ...........                0                 0
Increase (Decrease) in Net Assets Resulting       ----------------- -----------------
    From Operations  .............................                0                 0
                                                  ----------------- -----------------
Capital Transactions:
    Contract Deposits  ...........................                0                 0
    Transfers Between Funds  .....................                0                 0
    Transfers From (To) AI Life  .................                0                 0
    Administrative Charges  ......................                0                 0
    Contract Withdrawals  ........................                0                 0
    Deferred Sales Charges  ......................                0                 0
    Death Benefits  ..............................                0                 0
Increase (Decrease) in Net Assets Resulting       ----------------- -----------------
    From Capital Transactions  ...................                0                 0
                                                  ----------------- -----------------
Total Increase (Decrease) in Net Assets  .........                0                 0
Net Assets, at Beginning of Year  ................                0                 0
                                                  ----------------- -----------------
Net Assets, at End of Year  ......................$               0 $               0
                                                  ================= =================

</TABLE>

                                See Notes to Financial Statements



<PAGE>
                  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 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. The 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 seventeen  series:  Money
Market Portfolio;  Short-Term Multi-Market  Portfolio;  Premier Growth Portfolio
(formerly  the Growth  Portfolio);  Growth and Income  Portfolio;  International
Portfolio;   Global  Bond  Portfolio;   U.S.  Government/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;   World
Privatization Portfolio;  Quasar Portfolio and Technology Portfolio. The Account
invests in shares of other funds which are not available to these contracts.

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

2. Summary of 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 investments in the Funds are 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 business day of the period by the Fund.

B.    Accounting for Investments - Investment  transactions  are accounted 
for on the 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 capital gains of  the Account.

D.    The  preparation  of  the  accompanying financial statements required
management to make estimates and
assumptions  that affect the reported  values of assets and liabilities and
the reported amounts from operations  and policy transactions.    Actual
results could differ from those estimates.
<PAGE>






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

                    NOTES TO FINANCIAL STATEMENTS (continued)

3. Contract Charges

Daily  charges  for  mortality  and  expense  risks  assumed by 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.

Daily charges for  administrative  expenses are assessed  through the daily unit
value  calculation  on all  contracts  issued  subsequent to April 1, 1994 (i.e.
Variable Annuity II contracts) and are equivalent on an annual basis to 0.15% of
the value of the contracts. In addition, an annual administrative expense charge
of $30 is assessed against each contract on its anniversary 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 they will be assessed a
deferred sales charge. The deferred sales charge is based on a table of charges,
of which the maximum  charge is 6% of the contract value subject to a maximum of
8.5% of purchase payments.

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


<PAGE>
  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, 1996, investment activity
in the Fund was as follows:

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

<S>                                               <C>           <C>
Shares of
Alliance Variable Product Series Fund, Inc.:
        Money Market Portfolio ................... $  23,696,345 $  19,691,318
        Premier Growth Portfolio .................    14,941,643     1,578,929
        Growth & Income Portfolio ................    17,421,921     1,118,931
        International Portfolio ..................     4,248,758       546,966
        Short-Term Multi-Market Portfolio ........     1,249,009       990,346
        Global Bond Portfolio ....................     1,146,187       188,953
        U.S. Government/High Grade
            Securities Portfolio .................     2,604,204       723,827
        Global Dollar Government Portfolio .......       934,460       141,838
        North American Government Portfolio ......     2,923,068       814,526
        Utility Income Portfolio .................     2,766,476       470,916
        Conservative Investors Portfolio..........     6,415,134     1,311,899
        Growth Investors Portfolio................     2,225,359     1,381,347
        Growth Portfolio..........................    14,133,282     2,255,264
        Total Return Portfolio....................     4,318,012       245,253
        Worldwide Privatization Portfolio.........     2,340,438       397,762
        Technology Portfolio......................     6,295,942     1,894,718
        Quasar Portfolio..........................     1,883,017         4,631

</TABLE>

For the year ended December 31, 1995, investment activity
in the Fund was as follows:

<TABLE>
<CAPTION>

                                                       Cost of        Proceeds
                                                      Purchases      From Sale
<S>                                               <C>           <C>
Shares of
Alliance Variable Product Series Fund, Inc.:
        Money Market Portfolio ................... $  12,870,122 $   9,111,196
        Premier Growth Portfolio .................     5,767,441       808,729
        Growth & Income Portfolio ................     5,995,161     1,028,929
        International Portfolio ..................     1,917,772       532,939
        Short-Term Multi-Market Portfolio ........       883,446       239,035
        Global Bond Portfolio ....................       609,386        26,318
        U.S. Government/High Grade
            Securities Portfolio .................     3,715,608       331,256
        Global Dollar Government Portfolio .......       144,679        42,307
        North American Government Portfolio ......       662,338       587,096
        Utility Income Portfolio .................     1,085,769        67,034
        Conservative Investors Portfolio..........     1,902,672       168,602
        Growth Investors Portfolio................       681,600        23,110
        Growth Portfolio..........................     9,261,087        88,309
        Total Return Portfolio....................     1,309,428        17,782
        Worldwide Privatization Portfolio.........       623,657        24,175

</TABLE>
<PAGE>

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

NOTES TO FINANCIAL STATEMENTS (continued)




5.  Net Increase (Decrease) in Accumulation Units

For the year ended December 31, 1996, transactions in accumulation 
units of the account were as follows:

<TABLE>
<CAPTION>
                                                                                        Growth
                                                         Money         Premier               &           Inter-         Short-Term
                                                        Market          Growth         Income          national       Multi-Market
                                                     Portfolio       Portfolio        Portfolio       Portfolio          Portfolio
                                                ---------------   -------------    -------------    ------------    ---------------
<S>                                          <C>               <C>             <C>              <C>             <C>
               VARIABLE ANNUITY
Units Purchased .............................      2,468,420.33      392,966.71       559,710.53      126,885.32          51,826.98
Units Withdrawn .............................       (58,136.62)     (34,799.42)      (54,646.96)     (23,632.29)         (6,243.60)
Units Transferred Between Funds .............    (2,093,033.53)      236,722.17       268,725.71      190,525.15        (33,467.46)
Units Transferred From (To) AI Life .........         21,658.93       10,880.67        47,759.23        2,990.13           5,548.96
                                                ---------------   -------------    -------------    ------------    ---------------
Net Increase (Decrease) .....................        338,909.11      605,770.13       821,548.51      296,768.31          17,664.88
Units, at Beginning of the Year .............        551,555.84      420,662.68       502,667.80      228,254.81          81,425.05
                                                ---------------   -------------    -------------    ------------    ---------------
Units, at End of the Year ...................        890,464.95    1,026,432.81     1,324,216.31      525,023.12          99,089.93
                                                ===============   =============    =============    ============    ===============

Unit Value at December 31, 1996 .............  $          10.99  $        18.45  $         18.99  $        12.92  $           10.83
                                                ===============   =============    =============    ============    ===============
</TABLE>

<TABLE>
<CAPTION>

                                                                          U.S.
                                                                        Gov't/           Global              N.
                                                        Global            High           Dollar           Amer.            Utility
                                                          Bond           Grade            Gov't           Gov't             Income
                                                     Portfolio       Portfolio        Portfolio       Portfolio          Portfolio
                                                ---------------   -------------    -------------    ------------    ---------------
<S>                                          <C>               <C>             <C>              <C>             <C>
Units Purchased .............................         42,900.97      153,364.56        33,063.25      206,453.12         164,494.54
Units Withdrawn .............................        (2,894.53)     (23,083.12)         (741.78)     (25,137.21)         (7,974.86)
Units Transferred Between Funds .............         24,347.38       28,567.47        27,958.48        3,021.26          30,021.47
Units Transferred From (To) AI Life .........          4,764.64        2,851.87             0.00            0.00          16,024.08
                                                ---------------   -------------    -------------    ------------    ---------------
Net Increase (Decrease) .....................         69,118.46      161,700.78        60,279.95      184,337.17         202,565.23
Units, at Beginning of the Year .............         76,604.28      390,483.21        16,171.63       95,031.46         103,042.86
                                                ---------------   -------------    -------------    ------------    ---------------
Units, at End of the Year ...................        145,722.74      552,183.99        76,451.58      279,368.63         305,608.09
                                                ===============   =============    =============    ============    ===============

Unit Value at December 31, 1996 .............  $          12.82  $        11.50  $         14.55  $        12.35  $           12.38
                                                ===============   =============    =============    ============    ===============

</TABLE>

<TABLE>
<CAPTION>


                                                  Conservative           Growth                           Total           Worldwide
                                                      Investors       Investors           Growth          Return      Privatization
                                                      Portfolio       Portfolio        Portfolio       Portfolio          Portfolio
                                                ----------------  --------------   --------------   -------------   ----------------
<S>                                          <C>               <C>             <C>              <C>             <C>
 Units Purchased .............................        417,582.25      144,725.19       491,189.41      241,480.36          94,947.69
 Units Withdrawn .............................       (45,872.15)      (4,891.14)      (93,905.63)     (14,225.68)         (8,156.60)
 Units Transferred Between Funds .............         84,308.13     (65,599.85)       304,834.37      101,339.19          72,327.52
 Units Transferred From (To) AI Life .........            355.84        4,800.44        62,238.55        6,020.50           2,451.67
                                                ----------------  --------------   --------------   -------------   ----------------
 Net Increase (Decrease) .....................        456,374.07       79,034.64       764,356.70      334,614.37         161,570.28
 Units, at Beginning of the Year .............        164,400.64       62,762.43       777,108.88      121,094.82          62,769.30
                                                ----------------  --------------   --------------   -------------   ----------------
 Units, at End of the Year ...................        620,774.71      141,797.07     1,541,465.58      455,709.19         224,339.58
                                                ================  ==============   ==============   =============   ================

 Unit Value at December 31, 1996 .............             11.86           12.48  $         17.73  $        13.52  $           12.86
                                                ================  ==============   ==============   =============   ================

</TABLE>

<TABLE>
<CAPTION>



                                                    Technology          Quasar
                                                     Portfolio       Portfolio
                                                ---------------   -------------
<S>                                          <C>               <C>
Units Purchased .............................        194,743.94       46,732.08
Units Withdrawn .............................       (14,161.68)        (491.50)
Units Transferred Between Funds .............        250,722.70      133,568.15
Units Transferred From (To) AI Life .........            224.45            0.00
                                                ---------------   -------------
Net Increase (Decrease) .....................        431,529.41      179,808.73
Units, at Beginning of the Year .............              0.00            0.00
                                                ---------------   -------------
Units, at End of the Year ...................        431,529.41      179,808.73
                                                ===============   =============

Unit Value at December 31, 1996 .............  $          10.90  $        10.58
                                                ===============   =============

</TABLE>

<TABLE>
<CAPTION>

                                                                                        Growth
                                                         Money         Premier              &         Inter-      Short-Term
                                                        Market          Growth        Income        national    Multi-Market
                                                     Portfolio       Portfolio       Portfolio     Portfolio       Portfolio
                                                ---------------   -------------    ------------   -----------   -------------
<S>                                          <C>               <C>             <C>              <C>          <C>
               VARIABLE ANNUITY  II
Units Purchased .............................              0.00            0.00            0.00          0.00            0.00
Units Withdrawn .............................        (1,155.02)        (786.22)      (1,568.62)      (797.79)          (0.99)
Units Transferred Between Funds .............          9,947.34      (5,609.74)        3,322.29    (1,865.97)            0.00
Units Transferred From (To) AI Life .........              0.00            0.00            0.00          0.00            0.00
                                                ---------------   -------------    ------------   -----------   -------------
Net Increase (Decrease) .....................          8,792.32      (6,395.96)        1,753.67    (2,663.76)          (0.99)
Units, at Beginning of the Year .............          3,518.68       35,734.27       30,128.93     17,060.48          679.80
                                                ---------------   -------------    ------------   -----------   -------------
Units, at End of the Year ...................         12,311.00       29,338.31       31,882.60     14,396.72          678.81
                                                ===============   =============    ============   ===========   =============

Unit Value at December 31, 1996 .............  $          11.01  $        18.49  $        19.02  $      12.95 $         10.85
                                                ===============   =============    ============   ===========   =============

</TABLE>

<TABLE>
<CAPTION>

                                                                          U.S.
                                                                        Gov't/
                                                        Global            High         Utility                        Total
                                                          Bond           Grade          Income        Growth          Return
                                                     Portfolio       Portfolio       Portfolio     Portfolio       Portfolio
                                                ---------------   -------------    ------------   -----------   -------------

<S>                                          <C>               <C>             <C>              <C>             <C>
Units Purchased .............................              0.00            0.00            0.00          0.00            0.00
Units Withdrawn .............................          (474.07)        (720.42)            0.00        (0.47)         (18.95)
Units Transferred Between Funds .............          (774.23)      (2,433.99)      (5,016.41)        985.74        2,702.11
Units Transferred From (To) AI Life .........              0.00            0.00            0.00          0.00            0.00
                                                ---------------   -------------    ------------   -----------   -------------
Net Increase (Decrease) .....................        (1,248.30)      (3,154.41)      (5,016.41)        985.27        2,683.16
Units, at Beginning of the Year .............          2,930.03        4,995.61        5,016.41      2,064.78            0.00
                                                ---------------   -------------    ------------   -----------   -------------
Units, at End of the Year ...................          1,681.73        1,841.20            0.00      3,050.05        2,683.16
                                                ===============   =============    ============   ===========   =============

Unit Value at December 31, 1996 .............  $          12.84  $        11.53  $        11.90  $      17.76  $        10.54
                                                ===============   =============    ============   ===========   =============
</TABLE>
<PAGE>

                                 
<PAGE>

                                           PROSPECTUS
                                              for

                                VARIABLE ANNUITY CONTRACTS

                                         issued by

                                    VARIABLE ACCOUNT A

                                            and

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

      This Prospectus sets forth the information a prospective investor ought to
know before investing.

      The Individual  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.

   
      Premiums  allocated  among  the  Subaccounts  of  Variable  Account A (the
"Variable  Account") will be invested in shares of  corresponding  portfolios of
the Alliance  Variable  Products Series Fund,  Inc. (the "Fund").  The following
Portfolios  are  available:  Money  Market  Portfolio;  Short-Term  Multi-Market
Portfolio;  Growth  Portfolio;   Growth  and  Income  Portfolio;   International
Portfolio;  U.S.  Government/High  Grade  Securities  Portfolio;  North American
Government Income Portfolio; Global Dollar Government Portfolio;  Utility Income
Portfolio;  Global  Bond  Portfolio;  Premier  Growth  Portfolio;  Total  Return
Portfolio;  Conservative Investors Portfolio; Growth Investors Portfolio; Quasar
Portfolio; Real Estate Investment Portfolio;  Worldwide Privatization Portfolio;
and Technology Portfolio. (See "The Fund" __.)

      Additional  information  about the Contracts  and the Variable  Account is
contained in the "Statement of Additional  Information"  which is available upon
request at no charge by calling or writing American International Life Assurance
Company of New York; Attention:  Variable Products, One Alico Plaza, Wilmington,
Delaware 19801, 1-800-340-2765 or call the service office at 1-800-255-8402. The
Statement of Additional  Information  dated May 1, 1997, has been filed with the
Securities and Exchange Commission and is hereby incorporated by reference.  The
Table of Contents for the  Statement of Additional  Information  can be found on
page ___ of this Prospectus.
    

 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.

   
  INVESTMENTS IN THESE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, AND ARE
  NOT GUARANTEED OR ENDORSED BY, THE ADVISER OF ANY BANK OR BANK  AFFILIATE.
  INVESTMENTS  ARE NOT FEDERALLY  INSURED BY THE FEDERAL  DEPOSIT  INSURANCE
  CORPORATION,  FEDERAL RESERVE BOARD, OR ANY OTHER GOVRNMENTAL  AGENCY. ANY
  INVESTMENT  IN THE CONTRACT  INVOLVES  CERTAIN  INVESTMENT  RISK WHICH MAY
  INCLUDE THE POSSIBLE LOSS OF PRINCIPAL.
    
  PLEASE READ THIS PROSPECTUS CAREFULLY AND RETAIN IT FOR YOUR FUTURE 
  REFERENCE.

  THE CONTRACTS OFFERED BY THIS PROSPECTUS ARE NOT AVAILABLE IN ALL STATES.

                                                                       

                                       Date of Prospectus:   May 1, 1997
    



                                       1
<PAGE>


                                      TABLE CONTENTS

                                                                     PAGE

Definitions....................................................
Highlights.....................................................
Summary of Expenses............................................
Condensed Financial Information................................
The Company....................................................
The Variable Account...........................................
Alliance Variable Products Series Fund, Inc....................
The Contract
Charges and Deductions.........................................
Annuity Benefits...............................................
Death Benefit..................................................
Distributions Under the Contract...............................
Taxes..........................................................

Appendix ......................................................

Table of Contents of the Statement of Additional Information.



                                       2
<PAGE>



                                        DEFINITIONS


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

Administrative  Office - The Annuity  Service Office of the Company:  
c/o Delaware  Valley Financial Services, Inc., 300 Berwyn Park, P.O. Box 3031,
Berwyn, PA  19312-0031.

Annuitant - The person  designated by the Owner upon whose  continuation of life
any annuity payment involving life contingencies depends.

Annuity Date - The date on which annuity payments are to commence.

Annuity Option - An arrangement under which annuity payments are made under this
Contract.

Annuity Unit - An accounting unit of measure used to calculate  annuity payments
after the Annuity Date.

Contract Anniversary - An anniversary of the Effective Date of the Contract.

Contract  Value - The  dollar  value  as of any  Valuation  Date of all  amounts
accumulated under this Contract.

Contract Year - Each period of twelve (12) months  commencing with the Effective
Date.

Effective Date - The date on which the first Contract Year begins.

   
Guaranteed  Account - A part of our General  Account,  which earns a  guaranteed
rate of interest.
    


Owner - The person named in the Contract Schedule,  unless changed,  and who has
all rights under the Contract.

   
Premium - A purchase payment for the Contract isreferred to as a Premium.
    

Premium  Year - Any  period of twelve  (12)  months  commencing  with the date a
Premium  payment is made and ending on the same date in each  succeeding  twelve
(12) month period thereafter.

   
Surrender  Charge  - A  contingent  deferred  sales  charge  isreferred  to as a
Surrender Charge.
    

Valuation  Date - Each day that We and the New York Stock  Exchange are open for
trading.

Valuation  Period - The period  between the close of  business on any  Valuation
Date and the close of business for the next succeeding Valuation Date.

We, Our, Us - American International Life Assurance Company of New York.

You, Your - The Owner of this Contract.



                                       3
<PAGE>


                                        HIGHLIGHTS

   
This  Prospectus  describes the Contracts  and a segregated  investment  account
ofthe  Company  which  account  has been  designated  Variable  Account  A . The
Contracts  are  designed to assist in financial  planning by  providing  for the
accumulation  of  capital  on a  tax-deferred  basis  for  retirement  and other
long-term  purposes,  and providing for the payment of monthly  annuity  income.
Contracts  may be  purchased  in  connection  with a  retirement  plan which may
qualify as a 403 (b) Plan or as an Individual  Retirement  Annuity ("IRA").  The
Contract may also be purchased for retirement plans, deferred compensation plans
and other  purposes  which do not qualify for such  special  Federal  income tax
treatment ("Non-Qualified Contracts"). (See "Taxes" on page ___.)

A Contract is purchased  with a minimum  initial  premium of $2,000.  Additional
Premium is permitted at any time, subject to certain limitations.  (See "Premium
and  Allocation to Your  Investment  Options" on page ___.) You, as the Owner of
the  Contract,  may allocate your Premium so that it  accumulates  on a variable
basis, a fixed basis or a combination of both.

Premium allocated among the Subaccounts of the Variable Account will be invested
in  shares of one or more of the  underlying  portfolios  of the Fund,  and will
accumulate on a variable basis.  Each Subaccount  invests  exclusively in one of
the following Portfolios: Money Market; Short-Term Multi-Market;  Growth; Growth
and Income; International; U.S. Government/High Grade Securities; North American
Government  Income;  Global  Dollar  Government;  Utility  Income;  Global Bond;
Premier  Growth;  Total  Return;   Conservative  Investors;   Growth  Investors;
Worldwide  Privatization;  Quasar;  Real Estate Investment and Technology.  (See
"The Fund" on Page ___.)  Your value in any one of these  Subaccounts  will vary
according to the investment  performance of the underlying  portfolio  chosen by
you.  You bear the  entire  investment  risk for all  premium  allocated  to the
Separate Account.

The Company does not deduct Sales  Charges from any Premium  received.  However,
the Contracts  provide for a Surrender  Charge that may be assessed in the event
that an Owner  surrenders  all or a portion of the  Contract  Value within seven
contract years following payment of any Premium. The maximum Surrender Charge is
6% of Premium to which the charge is  applicable.  (See "Summary of Expenses" on
page ____, and "Charges and Deductions - Deduction for Surrender Charge" on page
 .)

A penalty free withdrawal is available.  Generally, there is no Surrender Charge
imposed on the greater of the Contract  Value less  Premiums paid or the portion
of the Withdrawal that does not exceed 10% of Premium  otherwise  subject to the
Surrender Charge. (See "Withdrawals" on page ___.)
    

Surrenders  and  Withdrawals  may be taxable and subject to a penalty tax.  (See
"Taxes" beginning on page ___.)

The Company  deducts daily 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. There are no Mortality and Expense Risk Charges deducted for amounts in
the Guaranteed  Account.  (See "Charges and Deductions - Deduction for Mortality
and Expense Risk Charge" on page
        .)

The Company deducts daily an  Administrative  Charge which is equal on an annual
basis to 0.15% of the average daily net asset value of the Variable Account. The
Administrative  Charge is not assessed to the Guaranteed  Account.  In addition,
the Company deducts from the Contract Value, an annual Contract  Maintenance Fee
which is $30 per year.  The Contract  Maintenance  Fee is waived if the Contract
Value is greater  than  $50,000 on the date of the  charge.  (See  "Charges  and
Deductions - Deduction for Administrative  Charge and Contract  Maintenance Fee"
on page .)

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

   
The Owner may return the  Contract  within ten (10) days (the  "Right to Examine
Contract  Period")  after  it is  received  by  returning  it to  the  Company's
Administrative Office. 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.  In the case of Contracts  issued in
connection  with an IRA, the Company will refund the greater of the Premium less
any Withdrawals,  or the Contract Value. However, if the laws of a state require
that the Company refund,  during the Right to Examine Contract Period, an amount
equal to the Premium paid less any Withdrawals,  the Company will refund such an
amount.
    


                                       4
<PAGE>
   

<TABLE>
<CAPTION>

                                 FEE TABLE


OWNER TRANSACTION EXPENSES                                ALL SUBACCOUNTS
<S>                                                          <C>    


    Sales Load Imposed on Purchases.......................       None
    Surrender Charge (as a percentage of amount surrendered):


  Premium Year 1                                                  6%   
  Premium Year 2                                                  6%   
  Premium Year 3                                                  5%   
  Premium Year 4                                                  5%   
  Premium Year 5                                                  4%   
  Premium Year 6                                                  3%   
  Premium Year 7                                                  2%   
  Premium Year 8 and thereafter                                   None 
                                                                 
    Exchange Fee:
      First 12 Per Contract Year..................................None
      Thereafter..................................................$ 10

Annual Contract Maintenance Fee...................................$ 30


Separate Account Expenses
(as a percentage of average account value)
    Mortality and Expense Risk Fees..............................1.25%
    Account Fees and Expenses....................................0.15%
Total Separate Account Annual Expenses...........................1.40%
</TABLE>
    




                                       5
<PAGE>




                                    SUMMARY OF EXPENSES

Annual Fund Expenses Net of Any Expense Reimbursements*

   
<TABLE>
<CAPTION>

                                                                  Total
                                          Management   Other      Portfolio
                                          Fee          Expenses   Expenses
                                      ----------------------------------

<S>                                     <C>        <C>      <C>    

Alliance Portfolios                       
Alliance Money Market                     0.50%   0.19%     0.69%       
Alliance Short-Term Multi-Market          0.00%   0.95%     0.95%
Alliance Growth                           0.74%   0.19%     0.95%
Alliance Growth and Income                0.63%   0.19%     0.82
Alliance International                    0.04%   0.91%     0.95%
Alliance U.S. Government
/High Grade Securities                    0.54%   0.36%     0.92%
Alliance North American Government Income 0.19%   0.95%     0.95%
Alliance Global Dollar Government         0.00%   0.95%     0.95%
Alliance Utility Income                   0.19%   0.76%     0.95%
Alliance Global Bond                      0.44%   0.50%     0.94%
Alliance Premier Growth                   0.72%   0.23%     0.95%
Alliance Total Return                     0.46%   0.49%     0.95%
Alliance Conservative Investors           0.30%   0.65%     0.95%
Alliance Growth Investors                 0.74%   0.19%     0.93%
Alliance Worldwide Privatization          0.10%   0.85%     0.95%
Alliance Technology*                      0.33%   0.52%     0.95%
Alliance Quasar                           0.00%   0.95%     0.95%
Alliance Real Estate Investment**         0.00%   0.95%     0.95%
</TABLE>

* The expense  percentages  for the  Technology  and Quasar  Portfolio have been
annualized for both portfolios have not been in existence for a full year.      
** Expense  percentages for the Real Estate Investment  Portfolio  has been     
estimated.  
                                                                    
     The  purpose of the table set forth  above is to assist the  Purchaser  in
understanding the various costs and expenses that an Owner will bear directly or
indirectly.  The table reflects  expenses of the Variable Account as well as the
Fund.  (See "Charges and  Deductions" on page of this Prospectus and "Management
of the Fund" in the Fund Prospectus.)

      No  deduction  will be made for any Premium or other  taxes  levied by any
State  unless  imposed by the State where you reside.  Premium  taxes  currently
imposed on the  Contracts  by various  states  range from 0% to 3.5% of Premiums
paid. (See "Charges and Deductions Deduction for StatePremium Taxes" on page .)
                                                                         
      "Other  Expenses" are based upon the expenses  outlined  under the section
entitled "Management of the Fund" in the Fund Prospectus.                       
                                                                                
      Fund  operating  expenses  for each Series  before  reimbursement  by the
Fund's investment adviser were estimated to be .69% for the Money Market; 2.09 %
for the Short-Term  Multi-Market;  .93% for the Growth; 1.91% for International;
 .98% for the U.S.  Government/High Grade Securities;  1.15% for the Global Bond;
1.41% for the North  American  Government  Income;  1.97% for the Global  Dollar
Government;  1.51% for the Utility Income;  1.23% for the Premier Growth;  1.12%
for the Total Return;1.40 % for the Conservative Investors; 1.85% for the Growth
Investors; 1.85% for the Worldwide Privatization;  4.44% for the Quasar ; 6.00% 
for the Real Estate Investment ; and 1.62 % for the Technology Portfolio, of    
the  average  daily net  assets.                                                
                                                                                
      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
Purchase  Payment paid,  less any prior  withdrawals  at the time of withdrawal.
(See "Charges and Deductions - Deduction for Deferred Sales Charge" on page .)  
                                                                                
    

                                       6
<PAGE>



Expenses on a hypothetical $1,000 policy, assuming 5% growth:

   
<TABLE>
<CAPTION>
                                                If you surrender
Portfolio                  1 Year    3 Years       5 Years     10 Years                          
Years
<S>                                <C>        <C>      <C>       <C>  

Money Market                          76        112       151    248
Short Term Multi-Market               78        120       165    275
Growth                                78        120       164    273
Growth and Income                     77        116       158    262
International                         78        120       165    275
A U.S. Gov't/High Grade Securities    78        119       163    272
North American Gov't Income           78        120       165    275
Global Dollar Government              78        120       165    275
Utility Income                        78        120       165    275
Global Bond                           78        120       164    274
Premier Growth                        78        120       165    275
Total Return                          78        120       165    275
Conservative Investors                78        120       165    275
Growth Investors                      78        120       165    275
Worldwide Privatization               78        120       165    275
Technology                            78        120       165    275
Quasar                                78        120       165    275
Real Estate Investment                78        120       165    275
</TABLE>
    





                                       7
<PAGE>

   

<TABLE>
<CAPTION>




                                                If you annuitize or
                                               if you do not surrender

Portfolio                           1 Year       3 Years   5 Years    10 Years
- ---------                           ------------------------------    --------
<S>                                <C>            <C>       <C>       <C>   

Money Market                            22          67       115   274
Short Term Multi-Market                 24          75      129275
Growth                                  24          75       128   273
Growth and Income                       23          71       122   262
International                           24          75       129   275
U.S. Gov't/High Grade Securities        24          74       127   272
North American Gov't Income             24          75       129   275
Global Dollar Government                24          75       129   275
Utility Income                          24          75       129   275
Global Bond                             24          75       128   274
Premier Growth                          24          75       129   275
Total Return                            24          75       129   275
Conservative Investors                  24          75       129   275
Growth Investors                        24          75       129   275
Worldwide Privatization                 24          75       129   275
Technology                              24          75       129   275
Quasar                                  24          75       129   275
Real Estate Investment                  24          75       129   275
</TABLE>
    

      THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.


                                       9
<PAGE>
   



                              CONDENSED FINANCIAL INFORMATION
                                 ACCUMULATION UNIT VALUES*
<TABLE>
<CAPTION>

                                   
                                             1996        1995        1994       1993   1992               
                                             ----       -----  -----------   -------   ----
<S>                                 <C>           <C>         <C>           <C>         <C>  

ALLIANCE MONEY MARKET                     
    Accumulation Unit Value                                                                                                         
      Beginning of Period                   10.64       10.27       10.07       10.00   N/A                   
      End of Period                         10.99       10.64       10.27       10.07   N/A 
    Accum Units o/s @ end of period    890,464.95  551,555.84  206,034.73    1,590.74   N/A                                         
                                                  
ALLIANCE SHORT-TERM MULTI-MARKET             
    Accumulation Unit Value
      Beginning of Period                 10.03        9.51         10.31         9.79     10.00
      End of Period                       10.83       10.03          9.51        10.31      9.79
    Accum Units o/s @ end of period   99,089.93    81,425.05     15,915.04      6,843.27   8369.93
                                                                              
ALLIANCE GROWTH                                                    
    Accumulation Unit Value
      Beginning of Period                 13.99        10.48        11.13       10.00       10.00
      End of Period                       17.73        13.99        10.48       11.13       10.00
    Accum Units o/s @ end of period 1,541,465.58  777,108.88    56,104.84   35,271.53    2,081.43

ALLIANCE GROWTH & INCOME
    Accumulation Unit Value
      Beginning of Period                       15.52       11.57       11.76      10.66        10.00
      End of Period                             18.99       15.52       11.57      11.76        10.66
    Accum Units o/s @ end of period      1,324,216.31  502,667.80  179,245.69  37,573.04     7,731.36

ALLIANCE INTERNATIONAL
    Accumulation Unit Value
      Beginning of Period                          12.22       11.27      10.69        10.00      N/A
      End of Period                                12.92       12.22       11.27       10.69      N/A
    Accum Units o/s @ end of period           525,023.12  228,254.81  122,616.95   22,441.08      N/A

ALLIANCE U.S. GOVERNMENT HIGH GRADE
    Accumulation Unit Value
      Beginning of Period                          11.38        9.66        10.17      10.00     N/A
      End of Period                                11.50        11.38        9.66      10.17     N/A
    Accum Units o/s @ end of period           552,183.99   390,483.21   75,881.31   7,608.84     N/A


</TABLE>


    




                                       10
<PAGE>




   
<TABLE>
<CAPTION>
    



                                                1996        1995        1994       1993   1992
                                                 ----        ----        ----       -----------
<S>                                            <C>       <C>       <C>            <C>        <C>  

ALLIANCE NORTH AMERICAN   
GOVERNMENT INCOME
    Accumulation Unit Value
      Beginning of Period                      10.55        8.71       10.00       N/A          N/A
      End of Period                            12.35       10.55        8.71        N/A        N/A
    Accum Units o/s @ end of period       279,368.63   95,031.46   89,164.68        N/A         N/A

ALLIANCE GLOBAL DOLLAR GOVERNMENT
    Accumulation Unit Value
      Beginning of Period                      11.81        9.73       10.00        N/A        N/A
      End of Period                            14.55       11.81        9.73        N/A        N/A
    Accum Units o/s @ end of period        76,451.58   16,171.63     5,958.1        N/A        N/A

ALLIANCE UTILITY INCOME
    Accumulation Unit Value
      Beginning of Period                      11.64        9.71      10.00        N/A         N/A
      End of Period                            12.38       11.64       9.71        N/A         N/A
    Accum Units o/s @ end of period       305,608.09  103,042.86  13,690.19        N/A         N/A

ALLIANCE GLOBAL BOND
    Accumulation Unit Value
      Beginning of Period                     12.24        9.94      10.61        10.00        N/A
      End of Period                           12.82       12.24       9.94        10.61        N/A
    Accum Units o/s @ end of period      145,722.74   76,604.28   27,806.30     5,589.55       N/A

ALLIANCE PREMIER GROWTH
    Accumulation Unit Value
      Beginning of Period                     15.25        10.66     10.00       N/A          N/A
      End of Period                           18.45        15.25     10.66       N/A          N/A
    Accum Units o/s @ end of period    1,026,432.81   420,662.68 108,111.20      N/A          N/A

ALLIANCE TOTAL RETURN
    Accumulation Unit Value
      Beginning of Period                      11.90      9.75     10.00        N/A          N/A
      End of Period                            13.52     11.90      9.75        N/A          N/A
    Accum Units o/s @ end of period       455,709.19 121,094.82  4,871.12       N/A         N/A

ALLIANCE CONSERVATIVE INVESTORS
    Accumulation Unit Value
      Beginning of Period                      11.59       10.03      10.00       N/A         N/A
      End of Period                            11.86       11.59      10.03       N/A         N/A
    Accum Units o/s @ end of period       620,774.71  164,400.64   6,977.55       N/A         N/A
</TABLE>
    




                                       11
<PAGE>



   
<TABLE>
<CAPTION>
 


                                   1996        1995        1994       1993   1992
                                    ------      ----        ----       ----   ----

<S>                              <C>            <C>         <C>        <C>    <C>   

ALLIANCE GROWTH INVESTORS
    Accumulation Unit Value
      Beginning of Period            11.70        9.83      10.00       N/A   N/A
      End of Period                 12.48       11.70       9.83        N/A   N/A
    Accum Units o/s @ end of period 141,797.07  62,762.43   3,185.25    N/A   N/A

ALLIANCE WORLDWIDE PRIVATIZATION
    Accumulation Unit Value
      Beginning of Period            11.01       10.05      10.00       N/A   N/A
      End of Period                 12.86       11.01       10.05       N/A   N/A
    Accum Units o/s @ end of period 224,339.58  62,769.30   6,357.69    N/A   N/A

ALLIANCE TECHNOLOGY
    Accumulation Unit Value
      Beginning of Period             10.00         N/A       N/A         N/A   N/A
      End of Period                   10.90          N/A       N/A         N/A   N/A
    Accum Units o/s @ end of period 431,529.41     N/A       N/A         N/A   N/A

ALLIANCE QUASAR
    Accumulation Unit Value
      Beginning of Period             10.00          N/A         N/A      N/A   N/A
      End of Period                   10.58           N/A         N/A      N/A   N/A
    Accum Units o/s @ end of period 179,808.73      N/A         N/A      N/A   N/A

ALLIANCE  REAL ESTATE INVESTMENT
    Accumulation Unit Value
      Beginning of Period              N/A         N/A       N/A        N/A   N/A
      End of Period                    N/A         N/A       N/A        N/A   N/A
    Accum Units o/s @ end of period    N/A         N/A       N/A        N/A   N/A
</TABLE>
    


                                       12
<PAGE>

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


   

<TABLE>
<CAPTION>

          <S>                                 <C>

           Premier Growth Portfolio                December 7, 1992 
           Growth & Income Portfolio               April 16,  1992  
           Short-Term  Multi-Market  Portfolio     June 25,  1992
           Global Bond  Portfolio                  May 10, 1993 
           Money Market  Portfolio                 May 13,1993 
           International Portfolio                 June 1, 1993 
           U.S. Government/High Yield
           Securities  Portfolio                   June 14, 1993 
           North American Government 
           Income Portfolio                        April 8, 1994 
           Global Dollar 
           Government  Portfolio                   May 26 , 1994
           Utility Income  Portfolio               June 15, 1994  
           Conservative Investors Portfolio        September 8,1994
           Growth Investors Portfolio              August 16, 1994
           Growth Portfolio                        August 12, 1994
           Total Return Portfolio                  September 12,1994
           Worldwide Privatization Portfolio       October 17,1994
           Technology Portfolio                    January22,1996
           Quasar Portfolio                        August 15,1996
           Real Estate Investment Portfolio        January 7,1997
</TABLE>
    


                                       13
<PAGE>





      Calculation of Performance Data

            The Company may, from time to time,  advertise  certain  performance
      related information  concerning one or more of the Subaccounts,  including
      information as to total return and yield.  Performance information about a
      Subaccount is based on the  Subaccount'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
      Subaccount,  it will usually be  calculated  for one,  five,  and ten year
      periods or,  where a Subaccount  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
      Subaccount  at the  beginning of the  relevant  period to the value of the
      investment  at the  end of  the  period  (assuming  the  deduction  of any
      Surrender  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 Surrender Charge.

            When the Company  advertises  the yield of a  Subaccount  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
      Subaccount  it may  advertise in addition to the total  return  either the
      yield or the  effective  yield.  The yield of the Money Market  Subaccount
      refers to the income  generated by an investment in that Subaccount 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
      Subaccount  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 Subaccount 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 Lehman Brothers,  Inc.
      and Salomon Brothers or other indices measuring performance of a pertinent
      group of securities so that investors may compare a  Subaccount'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. No financial statements for the
      Variable Account have been provided in the Statement of Additional
      Information because as of the date of the reporting period no
      contracts had been issued. 
    



                                       14
<PAGE>







                                  THE COMPANY

   
       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 approximately 130 countries and jurisdictions around the world.
    


                             THE VARIABLE ACCOUNT



      The Company owns the assets in the Variable Account and obligations  under
the Contract are general  corporate  obligations.  The Variable Account and each
Subaccount,  however,  are separate  from the Company's  other assets  including
those  of  the  General  Account  and  from  any  other  separate  accounts  and
subaccounts. The assets of the Variable Account, equal to the reserves and other
contract  liabilities with respect to the Variable  Account and Subaccount,  are
not chargeable  with  liabilities  arising out of any other business the Company
may conduct.  Investment  income,  as well as both realized and unrealized gains
and losses are, in accordance with the Contracts, credited to or charged against
the Variable  Account and each  Subaccount  without  regard to income,  gains or
losses  arising  out of any other  business  of the  Company.  As a result,  the
investment  performance of each Subaccount and the Variable  Account is entirely
independent  of the  investment  performance  of the General  Account and of any
other separate account and subaccount maintained by the Company.

      The Variable Account is divided into Subaccounts,  with the assets of each
Subaccount  invested in shares of one  portfolio  of the Fund.  The Company may,
from time to time, add additional portfolios of the Fund, and, when appropriate,
additional  mutual funds to act as the funding  vehicles for the  Contracts.  If
deemed to be in the best  interests of persons  having  voting  rights under the
Contract, the Variable Account may be operated as a management company under the
Investment  Company Act of 1940, may be deregistered under such Act in the event
such  registration  is no longer  required,  or may be combined with one or more
other separate accounts.  The Company may offer other variable annuity contracts
which  also  invest  in  Variable   Account  A,  and  are   described  in  other
prospectuses.

                                       15
<PAGE>

                                   THE FUND

   
      Alliance  Variable  Products  Series Fund,  Inc.,  will act as the funding
vehicle  for the  Contracts  offered  hereby.  The Fund is managed  by  Alliance
Capital Management L.P., (the "Advisor").  The Fund is an open-end,  diversified
management  investment company,  which is intended to meet differing  investment
objectives. The Fund has made available the following portfolios:  Money Market;
Short-Term  Multi-Market;   Growth;  Growth  and  Income;  International;   U.S.
Government/High Grade Securities; Global Bond; North American Government Income;
Global  Dollar  Government;   Utility  Income;   Premier  Growth,   Conservative
Investors; Growth Investors; Total Return; Worldwide Privatization; Quasar; Real
Estate  Investment ; and Technology.  The Investment  Manager has entered into a
sub-advisory  agreement with AIG Global Investors,  Inc. (the "Sub-Adviser"),  a
subsidiary  of  American  International  Group,  Inc.  and an  affiliate  of the
Company,  to provide investment advice for the Global Bond Portfolio.  A summary
of investment  objectives for each portfolio is contained in the  description of
the Fund below. More detailed information  including the investment advisory fee
of each  portfolio and other charges  assessed by the Fund,  may be found in the
current  Prospectus  for the Fund  which  contains  a  discussion  of the  risks
involved in investing in the Fund.  The Prospectus for the Fund is included with
this Prospectus. Please read both Prospectuses carefully before investing.
    

      THE INVESTMENT OBJECTIVES OF THE PORTFOLIOS ARE AS FOLLOWS:


Money Market Portfolio

      This  portfolio  seeks safety of principal,  maintenance  of liquidity and
maximum current income by investing in a broadly diversified  portfolio of money
market securities.


Short-Term Multi-Market Portfolio

      This portfolio seeks the highest level of current income,  consistent with
what the  Investment  Manager  considers to be prudent  investment  risk that is
available from a portfolio of  high-quality  debt  securities  having  remaining
maturities of not more than three years.


Growth Portfolio

      This  portfolio  seeks growth of capital  rather than current  income.  In
pursuing its investment  objective,  the Growth Portfolio will employ aggressive
investment  policies.  Since investments will be made based upon their potential
for capital appreciation,  current income will be incidental to the objective of
capital growth.  Because of the risks involved in any investment,  the selection
of securities  on the basis of their  appreciation  possibilities  cannot ensure
against possible loss in value.  Moreover,  to the extent the portfolio seeks to
achieve its objective through such aggressive  investment policies,  the risk of
loss  increases.  The portfolio is therefore  not intended for  investors  whose
principal objective is assured income or preservation of capital.


Growth and Income Portfolio

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


International Portfolio

      This portfolio seeks to obtain a total return on its assets from long-term
growth of capital  and from  income  principally  through a broad  portfolio  of
marketable  securities of  established  non-United  States  companies (or United
States  companies  having their principal  activities and interests  outside the
United States),  companies participating in foreign economies with prospects for
growth, and foreign government securities.


North American Government Income Portfolio

   
      This portfolio seeks the highest level of current income,  consistent with
what the adviser considers to be prudent investment risk, that is available from
a portfolio of debt  securities  issued or guaranteed by the  governments of the
United  States,  Canada and  Mexico,  their  political  subdivisions  (including
Canadian  Provinces but excluding  the States of the United  States),  agencies,
instrumentalities  or  authorities.  The portfolio  seeks high current yields by
investing  in  government  securities  denominated  in local  currency  and U.S.
Dollars.  Normally, the portfolio expects to maintain at least 25% of its assets
in securities denominated in U.S. Dollars.
    


Global Dollar Government Portfolio

      This  portfolio  seeks a high level of current  income  through  investing
substantially  all of its assets in U.S.  and non-U.S.  fixed income  securities
denominated only in U.S. Dollars. As a secondary objective,  the portfolio seeks
capital  appreciation.  Substantially  all of the  portfolio's  assets  will  be
invested in high yield,  high risk  securities that are low-rated  (i.e.,  below
investment grade), or of comparable quality and unrated, and that are considered
to be predominately speculative as regards the issuer's capacity to pay interest
and repay principal.

Utility Income Portfolio

      This portfolio seeks current income and capital  appreciation by investing
primarily  in  the  equity  and  fixed-income  securities  of  companies  in the
"utilities  industry."  The  portfolio's  investment  objective and policies are
designed to take advantage of the characteristics and historical  performance of
securities of utilities companies.  The utilities industry consists of companies
engaged in the manufacture,  production,  generation,  provision,  transmission,
sale and distribution of gas, electric energy, and communications  equipment and
services,  and in the  provision of other utility or  utility-related  goods and
services.


U.S. Government/High Grade Securities Portfolio

      This  portfolio  seeks a high  level of  current  income  consistent  with
preservation  of  capital  by  investing  principally  in a  portfolio  of  U.S.
Government Securities, and other high grade debt securities.

Global Bond Portfolio

   
      This  portfolio  seeks to provide  the  highest  level of  current  income
consistent with what the Fund's Advisor and  Sub-Advisor  consider to be prudent
investment  risk  that is  available  from a  multi-currency  portfolio  of high
quality debt securities of varying maturities.
    

Premier Growth Portfolio

      This  portfolio  seeks growth of capital  rather than current  income.  In
pursuing its  investment  objective,  the Premier  Growth  Portfolio will employ
aggressive  investment  policies.  Since investments will be made based on their
potential  for capital  appreciation,  current  income will be incidental to the
objective of capital  growth.  The portfolio is not intended for investors whose
principal objective is assured income or preservation of capital.

Total Return Portfolio

      This  portfolio  seeks to achieve a high return  through a combination  of
current income and capital appreciation by investing in a diversified  portfolio
of common and preferred  stocks,  senior  corporate  debt  securities,  and U.S.
Government and Agency obligations, bonds and senior debt securities.

Conservative Investors Portfolio

   
      This portfolio seeks the highest total return without,  in the view of the
Fund's  Advisor,  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  consistent  with what the
Fund's Advisor considers to be reasonable risk by investing in a diversified mix
of publicly traded equity and fixed-income securities.
    

Worldwide Privatization Portfolio

   
      This  portfolio   seeks  long-term   capital   appreciation  by  investing
principally in equity securities  issued by enterprises that are undergoing,  or
have  undergone,  privatization.  The balance of the  investment  portfolio will
include  equity  securities of companies that are believed by the Fund's Advisor
to be beneficiaries of the privatization process.
    

Technology Portfolio

   
      This portfolio seeks growth of capital  through  investment in companies
expected to benefit from  advances in  technology.  The  Technology  portfolio
invests  principally  in a  diversified  portfolio of  securities of companies
which  use  technology  extensively  in the  development  of  new or  improved
products or processes.


Quasar Portfolio

            This  portfolio  seeks  growth of  capital  by  pursuing  aggressive
      investment  policies.  The portfolio invests  principally in a diversified
      portfolio of equity securities of any company and industry and in any type
      of  security  which  is  believed  to  offer   possibilities  for  capital
      appreciation.

Real Estate Investment Portfolio

            This  portfolio  seeks a total  return on its assets from  long-term
      growth of capital  and from  income  principally  through  investing  in a
      portfolio of equity securities of issuers that are primarily engaged in or
      related to the real estate industry.
    

      THERE IS NO ASSURANCE  THAT ANY OF THESE  PORTFOLIOS  WILL  ACHIEVE THEIR
STATED OBJECTIVES.


                                       16
<PAGE>

Voting Rights

      As previously  stated,  all of the assets held in the  Subaccounts  of the
Variable Account will be invested in shares of a corresponding  portfolio of the
Fund.  The Fund does not hold  regular  meetings of  shareholders.  Based on the
Company's view of present applicable law, we will vote the portfolio shares held
in  the  Variable  Account  at  meetings  of  shareholders  in  accordance  with
instructions  received from persons  having a voting  interest in the portfolio.
However,   if  the  1940  Act  or  its  regulations  are  amended,   or  if  our
interpretation  of present law changes to permit us to vote the portfolio shares
in our own right, we may elect to do so.

      Prior to the  Annuity  Date,  the Owner  holds a voting  interest  in each
portfolio in which there is value in the corresponding Subaccount. The number of
portfolio  shares which are  attributable to the Owner is determined by dividing
the corresponding value in a particular Subaccount by the net asset value of one
portfolio  share.  The number of votes  which an Owner will have a right to cast
will be determined as of the record date established by each portfolio.

      We will  solicit  voting  instructions  by mail  prior to the  shareholder
meetings.  An Owner having a voting  interest in a Subaccount will be sent proxy
material,  reports and other materials as provided by the Fund,  relating to the
appropriate  portfolios.  The  Company  will  vote  shares  in  accordance  with
instructions  received from the Owner having a voting interest.  At the meeting,
the Company will vote shares for which it has received no  instructions  and any
shares not  attributable to Owners in the same proportion as it votes shares for
which it has received instructions from Owners.

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

      Shares of the Fund may be sold only to separate accounts of life insurance
companies.  The  shares of the Fund  will be sold to  separate  accounts  of the
Company and its affiliates,  as well as to separate accounts of other affiliated
or unaffiliated life insurance  companies to fund variable annuity contracts and
variable life insurance policies.  It is conceivable that, in the future, it may
be  disadvantageous  for variable life insurance  separate accounts and variable
annuity separate accounts to invest in the Fund simultaneously. Although neither
the Company nor the Fund currently  foresees any such  disadvantages,  either to
variable life insurance  policyowners or to variable annuity Owners,  the Fund's
Board of  Directors  will  monitor  events  in order to  identify  any  material
irreconcilable  conflicts which may possibly arise and to determine what action,
if any,  should  be taken in  response  thereto.  If a  material  irreconcilable
conflict were to occur, the Fund will take whatever steps it deems necessary, at
its expense,  to remedy or eliminate the irreconcilable  material  conflict.  If
such a conflict were to occur, one or more insurance  company separate  accounts
might withdraw its  investments  in the Fund.  This might force the Fund to sell
securities at disadvantageous prices.

                                       17
<PAGE>

Substitution Of Shares

      If the shares of the Fund (or any  portfolio  within  the Fund)  should no
longer  be  available  for  investment  by the  Variable  Account  or if, in the
judgment  of the  Company,  further  investment  in such  shares  should  become
inappropriate  in  view  of  the  purpose  of the  Contracts,  the  Company  may
substitute shares of another mutual fund (or portfolio within the fund) for Fund
shares  already  purchased or to be purchased in the future under the Contracts.
No substitution of securities may take place without any required prior approval
of the Securities and Exchange  Commission and under such requirements as it may
impose.


                                 THE CONTRACT
   
      The Contract  described in this Prospectus is a flexible  premium deferred
variable annuity.
    

Parties to the Contract

      Owner

            As the  purchaser of the  Contract,  You may exercise all rights and
      privileges  provided in the  Contract,  subject to any rights that You, as
      Owner, may convey to an irrevocable  beneficiary.  As Owner, You will also
      be the  Annuitant,  unless  You  name in  writing  some  other  person  as
      Annuitant.

      Annuitant

            The Annuitant is the person who receives  annuity  payments and upon
      the continuance of whose life these payments are based.  You may designate
      someone  other than  yourself as  Annuitant.  If the Annuitant is a person
      other than the Owner,  and the Annuitant dies before the Annuity Date, You
      will become the  Annuitant  unless you  designate  someone else as the new
      Annuitant.

      Beneficiary

            The Beneficiary You designate will receive the death proceeds if You
      die prior to the Annuity Date. If no  Beneficiary  is living at that time,
      the death proceeds are payable to Your estate. If the Annuitant dies after
      the Annuity Date, the  Beneficiary  will receive any remaining  guaranteed
      payments  under an Annuity  Option.  If no  Beneficiary  is living at that
      time, the remaining guaranteed payments are payable to Your estate.

      Change of Annuitant and Beneficiary

   
            Prior  to the  Annuity  Date,  You  may  change  the  Annuitant  and
      Beneficiary  by making a written  request  to Our  Administrative  Office.
      After the Annuity Date only a change of Beneficiary  may be made.  Once We
      have accepted Your written  request,  any change will become  effective on
      the date You signed it. However, any change will be subject to any payment
      or other action  taken by Us before We record the change.  If the Owner is
      not a natural  person,  under current Federal tax law, the Contract may be
      subject to  unintended  and adverse tax  consequences.  For  possible  tax
      considerations of these changes, seeTaxes, page____.
    

How to Purchase a Contract

      At the time of  application,  the Purchaser  must pay at least the minimum
Premium  required  and provide  instructions  regarding  the  allocation  of the
Premium among the Subaccounts. Acceptance of the Premium and form of application
is subject to Our  requirements  and We reserve the right to reject any Premium.
If the  application  and Premium are accepted in the form received,  the Premium
will be credited and  allocated to the  Subaccounts  within two business days of
its receipt.  The date the Premium is credited to the Contract is the  Effective
Date.

      If within  five days of the  receipt  of the  initial  Premium We have not
received sufficient information to issue a Contract, You will be contacted.  The
reason for the delay will be explained to You. If You consent We will retain the
Premium until the necessary requirements are fulfilled.  Otherwise,  the Premium
will be immediately refunded to You.

Discount Purchase Programs

      Purchases made by officers, directors and employees of either the Company,
an affiliate of the Company or any individual, firm or company that has executed
the  necessary  agreements  to sell the  Contracts  and members of each of their
immediate  families may not be subject to the Surrender  Charge.  Such purchases
include  retirement  accounts  and  must  be for  accounts  in the  name  of the
individual or qualifying family member.




                                       18
<PAGE>



Distributor

      AIG Equity Sales Corp. ("AESC"),  80 Pine Street, New York, New York, acts
as the distributor of the Contracts.  AESC is a wholly-owned  subsidiary of AIG,
and an affiliate of the Company. Commissions not to exceed 6.5% of Premiums will
be paid to entities which sell the Contract. Additional payments may be made for
other services not directly  related to the sale of the Contract,  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
to be 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.


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 Owner's  records.  DVFS serves as the  administrator  to various
insurance companies offering variable contracts.

Premium and Allocation to Your Investment Options

   
      The  initial  Premium  must be at least  $2,000.  You may make  additional
payments of Premium, prior to the Annuity Date, in amounts of at least $1,000 or
as little as $100 if You are a  participant  in the automatic  investment  plan.
There  is no  maximum  limit  on the  additional  Premium  You may pay or on the
numbers of  payments;  however,  the  Company  reserves  the right to reject any
Premium on any Contract.  You specify at the time of issue or  subsequently  how
the remaining amount, known as Additional Premium will be allocated.
    

      The initial  Premium is allocated  among the  Subaccounts  and  Guaranteed
Account on the Effective Date. Your  allocation  instructions  will specify what
percentage of Your initial  Premium is to be credited to each  Subaccount and to
the  Guaranteed  Account.  Allocation  instructions  must be  expressed in whole
percentages of not less than 10%.  Allocations  for  additional  Premium will be
made on the same basis as the initial Premium unless We receive a written notice
with new instructions. Additional Premium will be credited to the Contract Value
and  allocated  at the close of the first  Valuation  Date on or after which the
Additional Premium is received at Our Administrative Office.

   
      ALL  PREMIUM  TO IRA OR 403  (B)  PLAN  CONTRACTS  MUST  COMPLY  WITH  THE
APPLICABLE  PROVISIONS  IN THE  CODE  AND  THE  APPLICABLE  PROVISIONS  OF  YOUR
RETIREMENT  PLAN.  ADDITIONAL  PREMIUM  COMMINGLED  IN AN IRA  WITH  A  ROLLOVER
CONTRIBUTION   FROM  OTHER  RETIREMENT  PLANS  MAY  RESULT  IN  UNFAVORABLE  TAX
CONSEQUENCES.  YOU  SHOULD  SEEK LEGAL  COUNSEL  AND TAX  ADVICE  REGARDING  THE
SUITABILITY OF THE CONTRACT FOR YOUR SITUATION. (SEE " TAXES " ON PAGE___ .)
    

                                       19
<PAGE>

Right to Examine Contract Period


      The Contract provides a 10 day Right to Examine Contract Period giving You
the  opportunity  to cancel the  Contract.  You must  return the  Contract  with
written  notice to Us. If We receive the Contract and Your written notice within
10 days after it is  received  by You,  the  Contract  will be voided.  With the
exception of Contracts  issued in connection  with an IRA, in those states whose
laws do not  require  that We assume the risk of market loss during the Right to
Examine Contract Period,  should You decide to cancel Your Contract,  the amount
to be  returned  to You will be the  Contract  Value (on the day We receive  the
Contract) plus any charges deducted for State Taxes,  without  imposition of the
Surrender  Charge.  The  amount  returned  to you may be more or less  than  the
initial  Premium.  (See  "Charges and  Deductions"  on page___ .) For  Contracts
issued in those states that require we return the premium, we will do so. In the
case of Contracts  issued in connection with an IRA, the Company will refund the
greater of the Premium, less any withdrawals, or the Contract Value.

      State laws governing the duration of the Right to Examine  Contract Period
may vary from state to state. We will comply with the laws of the state in which
the  Owner  resides  at the time the  Contract  is  applied  for.  Federal  laws
governing  IRAs require a minimum seven day right of  revocation.  We provide 10
days from the date the Contract is received by you. (See "Individual  Retirement
Annuities" on page___.)


Unit Value and Contract Value


      After the  deduction of certain  charges and  expenses,  amounts which You
allocate  to  a  Subaccount  of  the  Variable  Account  are  used  to  purchase
Accumulation Units in that Subaccount, not shares of the Portfolio in which that
Subaccount  invest:  The  number  of  Accumulation  Units you  purchase  will be
determined by dividing the amount allocated to each Subaccount by the Unit Value
of the  Subaccount  for  the  Valuation  Period  during  which  the  amount  was
allocated.


      The Unit Value for each Subaccount will vary from one Valuation  Period to
the next,  based on the  investment  experience  of the  Portfolio  in which the
Subaccount  invests  and the  deduction  of certain  charges and  expenses.  The
Statement  of  Additional  Information  contains a detailed  explanation  of how
Accumulation Units are valued.

      Your value in any given  Subaccount is determined by multiplying  the Unit
Value for the  Subaccount  by the number of Units You own. Your value within the
Variable  Account is the sum of your  values in all the  Subaccounts.  The total
value of your Contract,  known as the Contract  Value,  equals your Value in the
Variable Account plus Your value in the Guaranteed Account.

Transfers

      Prior to the Annuity Date,  You may make Transfers  among the  Subaccounts
and into and out of the Guaranteed Account subject to certain rules.

   
      At the present time there is no limit on the number of transfers which can
be made among the  Subaccounts  and the  Guaranteed  Account in any one Contract
Year.  We reserve the right to limit the number of  transfers to 12 per Contract
Year. There are no fees for the first 12 transfers in any one Contract Year. For
each transfer in excess of 12 within one Contract Year, We impose a transfer fee
of $10. A transfer  fee, if any, is deducted from the amount  transferred.  (See
Appendix, "Guaranteed Account," page___.)
    

                                       20
<PAGE>

      Transfers  may be made by written  request or by telephone as described in
the Contract or specifically  authorized in writing.  The Company will undertake
reasonable procedures to confirm that instructions communicated by telephone are
genuine. All calls will be recorded.  All transfers will be confirmed in writing
to the 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.

      After the  Annuity  Date,  the  Owner  may  transfer  the  Contract  Value
allocated to the Variable  Account among the Subaccounts.  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, if any, will be
deducted  from the next annuity  payment  after the  transfer.  If following the
transfer, the Annuity Units remaining in the Subaccount would generate a monthly
annuity  payment of less than $100,  the Company will transfer the entire amount
in the Subaccount.

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

      The minimum  amount which may be transferred at any one time is the lesser
of $1,000 or the value of the  Subaccount  or  Guarantee  Period  from which the
transfer is made.  However,  the minimum  amount for transfers  under our Dollar
Cost Averaging program is $100 per Subaccount. (See "Dollar Cost Averaging") For
additional  limitations  regarding transfers out of the Guaranteed Account,  see
"The Guaranteed Account" in the Appendix, page ____.)

Dollar Cost Averaging

      The Company  currently offers an option under which Owners may dollar cost
average their  allocations in the Subaccounts  under the contract by authorizing
the  Company  to make  periodic  allocations  of  Contract  Value  from  any one
Subaccount to one or more of the other  Subaccounts.  Dollar cost averaging is a
systematic  method of investing  in which  securities  are  purchased at regular
intervals  in fixed  dollar  amounts  so that the  cost of the  securities  gets
averaged  over time and possibly  over various  market  cycles.  The option will
result in the allocation of Contract Value to one or more Subaccounts, and these
amounts  will be  credited at the  Accumulation  Unit value as of the end of the
Valuation  Dates on which  the  exchanges  are  effected.  Amounts  periodically
transferred  under this option are not included in the 12 transfers per Contract
Year discussed  under  "Transfers" on page ___. Since the value of  Accumulation
Units will vary,  the  amounts  allocated  to a  Subaccount  will  result in the
crediting of a greater number of units when the  Accumulation  Unit value is low
and a  lesser  number  of  units  when  the  Accumulation  Unit  value  is high.
Similarly,  the amounts exchanged from a Subaccount will result in a debiting of
a greater number of units when the Subaccount's  Accumulation  Unit value is low
and a lesser number of units when the  Accumulation  Unit value is high.  Dollar
cost averaging does not guarantee profits, nor does it assure that an Owner will
not have losses.

   
      To elect the Dollar Cost Averaging Option, the Owner's Contract Value must
be at least $12,000 and a Dollar Cost  Averaging  Request in proper form must be
received by the Company.  A Dollar Cost Averaging Request form is available from
the Administrative  Office upon request.  The Dollar Cost Averaging Request form
will not be  considered  complete  until  the  Contract  Value  is at least  the
required  amount.  An Owner may not have in effect at the same time  Dollar Cost
Averaging and Asset Rebalancing Options. A Dollar Cost Averaging Request form is
available from the Administrative Office upon request.
    

Asset Rebalancing Option

   
      The Company  currently  offers an option under which Owners may  authorize
the Company to automatically  exchange Contract Value periodically to maintain a
particular percentage allocation among the Subaccounts as selected by the Owner.
The Contract Value allocated to each Subaccount will grow or decline in value at
different rates during the selected period, and Asset Rebalancing  automatically
reallocates the Contract Value in the Subaccounts to the allocation  selected by
the Owner.  Asset  Rebalancing is intended to exchange Contract Value from those
Subaccounts that have increased in value to those Subaccounts that have declined
in value. Over time, this method of investing may help an Owner buy low and sell
high,  although there can be no assurance of this. This  investment  method does
not guarantee profits, nor does it assure that an Owner will not have losses.

      To elect the Asset Rebalancing  Option, the Contract Value in the Contract
must be at least $12,000 and an Asset Rebalancing Request in proper form must be
received by the Company. An Owner may not have in effect at the same time Dollar
Cost Averaging and Asset Rebalancing  Options. An Asset Rebalancing Request form
is available  upon  request.  If the Asset  Rebalancing  Option is elected,  all
Contract  Value  allocated  to the  Subaccounts  must be  included  in the Asset
Rebalancing Option.

        The amounts  transferred will be credited to the Accumulation Unit Value
as of the end of the  Valuation  Dates  on which  the  transfers  are  effected.
Amounts  periodically  transferred  under this option are not included in the 12
transfers per Contract Year discussed under "Transfers" on page ____.
    

      An Owner may instruct the Company at any time to terminate  this option by
written request.  Once terminated,  this Option may not be reselected during the
same Contract Year.


                            CHARGES AND DEDUCTIONS

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

   
Deduction for State Premium Taxes
    

      We do not deduct  premium taxes unless  assessed by the state of residence
of the Owner. Any premium or other taxes levied by any governmental  entity with
respect  to the  Contracts  will be  charged at Our  discretion  against  either
Premium or Contract Value.  Premium taxes currently imposed by certain states on
the Contracts  range  typically  from 0% to 3.5% of premiums  paid.  Some states
assess  premium  taxes at the time Premium is received;  others  assess  premium
taxes at the time of  annuitization.  Premium taxes are subject to being changed
or amended by state  legislatures,  administrative  interpretations  or judicial
acts.


                                       21
<PAGE>


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.  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 Surrender Charge in the event of the
death of the Owner prior to the Annuity  Date and to provide the death  benefit.
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
Administrative and Contract Maintenance Charges.

      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 .) The Company
in its discretion 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 that portion of the charge
attributable to mortality risk.


Deduction for Accidental Death Benefit


      If the Owner has elected the Accidental Death Benefit, the Company deducts
for each Valuation Period, an Accidental Death Benefit Charge equal on an annual
basis to 0.10% of the average daily net asset value in the Variable Account.

Deduction for Surrender Charge

   
      In the event that an Owner makes a withdrawal from or surrenders  Contract
Value in  excess  of the Free  Withdrawal  Amount,  a  Surrender  Charge  may be
imposed.  The Free  Withdrawal  Amount is equal to the  greater of the  Contract
Value less premiums paid or the portion of the  withdrawal  that does not exceed
10% of the total Premium  otherwise  subject to the Surrender Charge paid to the
time of withdrawal,  less any prior withdrawals;  however,  the Surrender Charge
applies  only to Premium  received by the Company  within seven (7) years of the
date of the withdrawal.
    

      The Surrender Charge will vary in amount depending upon the time which has
elapsed  since the date  Premium was  received.  In  calculating  the  Surrender
Charge, Premium is allocated to the amount surrendered on a first-in,  first out
basis.  The amount of any withdrawal  which exceeds the Free  Withdrawal  Amount
will be subject to the following charges:




                                       22
<PAGE>

   

<TABLE>
<CAPTION>



                                           Applicable Surrender
     <S>                                         <C>    
     
     Premium Year 1                                  6%   
     Premium Year 2                                  6%   
     Premium Year 3                                  5%   
     Premium Year 4                                  5%   
     Premium Year 5                                  4%   
     Premium Year 6                                  3%   
     Premium Year 7                                  2%   
     Premium Year 8 and thereafter                   None 
    
                                                    
</TABLE>

   
      The Surrender Charge is a deferred sales charge, intended to reimburse the
Company for expenses  incurred which are related to Contract sales.  The Company
does not expect the proceeds from the Surrender 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 as a 403(b)  Plan..(See  "Taxes -
403(b) Plans" on page .)
    

Deduction for Administrative Charges

   
      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.  This charge is intended to  compensate  Us for
administrative  expenses,  both during the accumulation period and following the
Annuity Date.
    

Deduction for Contract Maintenance Charge

   
      The Company also deducts an annual Contract  Maintenance Charge of $30 per
year,  from  the  Contract  Value on each  Contract  Anniversary.  The  Contract
Maintenance  Fee is waived if the Contract  Value is greater than $50,000 on the
date of deduction of the charge.  These  charges are paid to the Company for the
costs it incurs relating to maintenance of the Contract,  the Variable  Account,
and the Guaranteed Account.  If the Contract is surrendered,  we will deduct the
Contract  Maintenance  Charge  at the  time of  surrenderfor  the  then  current
Contract Year. The deduction will be made proportionally  based on Your value in
each Subaccount and the Guaranteed Account. After the Annuity Date, the Contract
Maintenance  Charge is deducted  on a pro-rata  basis from each  annuity  income
payment.
    

                                       23
<PAGE>

Deduction for Income Taxes

   
      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 Federal  income taxes.
(See also "Taxes" beginning on page____.)
    

Other Expenses

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

Group and Sponsored Arrangements

   
      In  certain  instances,  we  may  reduce  the  Surrender  Charge  and  the
Administrative Charge or change the minimum premium requirements for the sale of
Contracts to certain groups, or other sponsored arrangements, including those in
which a single owner, including a trustee or an employer, for example, purchases
Contracts covering several individuals.
    

      Our costs for sales, administration, and mortality generally vary with the
size and stability of the group among other  factors.  We take all these factors
into account when reducing charges.  To qualify for reduced charges,  a group or
similar arrangement must meet certain  requirements,  including our requirements
for size and number of years in existence. Group or group sponsored arrangements
that have been set up solely  to buy  Contracts  or that have been in  existence
less than six months will not qualify for reduced charges.

      We will make any  reductions  according  to our  rules in  effect  when an
application or enrollment  form for a Contract is approved.  We may change these
rules from time to time. Any variation in the Surrender Charge or Administrative
Charge will  reflect  differences  in costs or services and will not be unfairly
discriminatory.


                               ANNUITY BENEFITS

Annuitization

      Annuitization  is an election you make to apply the  Contract  Value to an
Annuity  Option in order to provide a series of annuity  payments.  The date the
Annuity Option becomes effective is the Annuity Date.

Annuity Date

      The  latest  Annuity  Date is: (a) the first day of the  calendar  month
following  the later of the  Annuitant's  90th  birthday;  or (b) such earlier
date as may be set by applicable law.

      The Owner may  designate an earlier date 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 no later than the date defined
above; and, the first day of a calendar month.

   
      Without  the  approval  of the  Company,  the new  Annuity  Date cannot be
earlier  thanone year after the Effective  Date. In addition,  forIRA or 403 (b)
Plan,  certain  provisions  of your  retirement  plan or the  Code  may  further
restrict your choice of an Annuity Date. (See " Taxes," page ____).
    

                                       24
<PAGE>

Annuity Options

      The Owner may choose annuity  payments which are fixed, or which are based
on the Variable  Account,  or a  combination  of the two. The Owner may, upon at
least 30 days prior written notice to us, at any time prior to the Annuity Date,
select or change an Annuity Option.  If the Owner elects annuity  payments which
are based on the Variable Account,  the amount of the payments will be variable.
The  amount  of the  annuity  payment  based  on the  value of a  Subaccount  is
determined  through a  calculation  described  in the  Statement  of  Additional
Information,  under the caption "Annuity Provisions". The Owner may not transfer
Contract  Values between the Guaranteed  Account and the Variable  Account after
the Annuity Date,  but may,  subject to certain  conditions,  transfer  Contract
Values from one  Subaccount to another  Subaccount.  (See  "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  Guaranteed  Account and the
Variable Account, respectively.

      The annuity payment options are:

      Option 1:   Life Income.  The Company will make annuity  payments during
                  the lifetime of the Annuitant.

      Option 2: Life Income with 10 Years of  Payments  Guaranteed.  The Company
will make monthly annuity payments during the lifetime of the Annuitant.  If, at
the  death of the  Annuitant,  payments  have  been made for less than 10 years,
payments  will  be  continued   during  the  remainder  of  the  period  to  the
Beneficiary.

      Option 3: Joint and Last  Survivor  Income.  The Company will make annuity
payments for as long as either the Annuitant or a Contingent Annuitant 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  Owner as  Annuitant  and the  Owner'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  reserves 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 reserves the right to make payments semi-annually or annually.

   
      If fixed annuity payments are selected, theamount 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 at the time of  annuitization,  the
Company is using  annuity  tables or  factors  that  result in a larger  annuity
payment, the Company will pay the larger annuity payment.
    

      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 Subaccount
selected; and (v) the pro-rata portion of the Contract Maintenance 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%,  variable  annuity
payments will decrease.


                                 DEATH BENEFIT
Prior to the Annuity Date

      In the event of Your death prior to the Annuity  Date, a death  benefit is
payable to the Beneficiary. The value of the death benefit will be determined as
of the date We receive  proof of death in a form  acceptable to Us. If there has
been a change of Owner,  the  death  benefit  will  equal  the  Contract  Value.
Otherwise, We will pay the death benefit equal to the greatest of: (a) the total
of all Premium,  reduced proportionately by withdrawals and surrenders;  (b) the
Contract Value;  (c) the greatest of the Contract Value at the seventh  Contract
Anniversary  if attained  prior to Owner's  attained  age 76 or at the  Contract
Anniversary  every seven years  thereafter,  plus any Premium  paid and less any
surrenders subsequent to that Contract Anniversary.

      The  Beneficiary  may elect the death  benefit to be paid as follows:  (a)
payment of the entire  death  benefit  within 5 years of the date of the Owner's
death;  or (b) payment  over the  lifetime of the  designated  Beneficiary  with
distribution  beginning  within 1 year of the date of death of the Owner; or (c)
if the designated  Beneficiary is Your spouse,  he/she can continue the contract
in his/her own name.

      If no payment option is elected,  a single sum settlement  will be made at
the end of the sixty (60) day period following receipt of proof of death.

After the Annuity Date

      If the Owner is a person  other  than the  Annuitant,  and if the  Owner's
death  occurs on or after the Annuity  Date,  no death  benefit  will be payable
under this contract,  except that any guaranteed  payments remaining unpaid will
continue to be paid to the Annuitant  pursuant to the Annuity Option in force at
the date of the Owner's death.

Accidental Death Benefit

      If an Accidental Death Benefit has been elected,  the cost of this benefit
will be equal on an annual basis to 0.10% of the average daily net assets in the
Variable Account.



                                       25
<PAGE>




      The  Accidental  Death  Benefit,  if any,  is equal to the  lesser  of the
Contract  Value as of the date the death benefit is determined or $250,000.  The
Accidental  Death  Benefit is payable if the death of the primary  Owner  occurs
prior to the Contract  Anniversary  next following his 75th birthday as a result
of an Injury.  The death must also occur  before the Annuity Date and within 365
days of the date of the accident which caused the Injury.  The Accidental  Death
Benefit is paid to the Beneficiary.

      The  Accidental  Death Benefit will not be paid for any death caused by or
resulting (in whole or in part) from the following:

      (a)   suicide or attempted  suicide while sane or insane;  intentionally
            self-inflicted injuries;

      (b)   sickness,  disease  or  bacterial  infection  of  any  kind,  except
            pyogenic  infections  which  occur  as a  result  of  an  injury  or
            bacterial  infections which result from the accidental  ingestion of
            contaminated substances;
   
(c)         injury sustained as a consequence of riding in,  including  boarding
            or alighting from, any vehicle or device used for aerial  navigation
            except if the Owner is a passenger on any aircraft  licensed for the
            transportation of passengers;

      (d)   declared or undeclared war or any act thereof; or

      (e)   service in the military, naval or air service of any country.
    

Death of the Annuitant

      If the  Annuitant is a person other than the Owner,  and if the  Annuitant
dies before the Annuity Date, a new  Annuitant may be named by the Owner.  If no
new  Annuitant  is named  within  sixty (60) days of Our receipt of proof of the
Annuitant's  death, the Owner will be deemed the new Annuitant.  If an Annuitant
dies  after  the  Annuity  Date,  the  remaining  payments,  if any,  will be as
specified  in  the  Annuity  Option  elected.  We  will  require  proof  of  the
Annuitant's  death.  Death  benefits,  if any,  will  be paid to the  designated
Beneficiary at least as rapidly as under the method of distribution in effect at
the Annuitant's death.


                       DISTRIBUTIONS UNDER THE CONTRACT

Withdrawals

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

      (a)   the Company must receive a written request;

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

      (c)   any applicable Surrender Charge will be deducted;

      (d)   the  Contract  Value  will be  reduced  by the  sum of the  amount
            requested plus the amount of any applicable Surrender Charge;

      (e)   the Company  will  deduct the amount  requested  plus any  Surrender
            Charge from each  Subaccount  of the  Variable  Account and from the
            Guaranteed  Account  either as specified or in the  proportion  that
            each  Subaccount  and the  Guaranteed  Account bears to the Contract
            Value; and

      We reserve the right to consider any withdrawal  request that would reduce
the Value of the  Accumulation  Account to less than  $2,000 to be a request for
Surrender.  In  this  event,  the  Surrender  Value  will be paid to You and the
Contract will terminate.

   
      Withdrawals  (including  systematic  withdrawals  discussed  below) may be
taxable and subject to a pernalty tax. (See "Taxes" beginning on page .)
    

Systematic Withdrawal

   
      The systematic  withdrawal  program  involves making  regularly  scheduled
withdrawals  from Your value in the Contract.  In order to initiate the program,
your total Contract  Value must be at least  $24,000.  The program allows You to
prearrange  the  withdrawal  of a specified  dollar  amount of at least $200 per
withdrawal,  on a monthly or quarterly  payment  basis.  A maximum of 10% of the
Contract  Value may be withdrawn in a Contract Year.  Surrender  Charges are not
imposed on withdrawals  under this program.  If you elect this program Surrender
Charges will be imposed on any  withdrawal,  other than  withdrawals  made under
Your systematic  withdrawal program, when the withdrawal is from Premium paid in
the last seven  years.  You may not elect this program if you have taken a prior
withdrawal  during the same  Contract  Year.  (See  "Withdrawals"  on page , and
"Surrender Charges" on page___.)

      Systematic  withdrawals will begin on the first scheduled  withdrawal date
selected by You following the date We process Your request.  Withdrawals will be
deducted  proportionally  based  on  Your  value  in  each  Subaccount  and  the
Guaranteed Account.

      All parties to the Contract are cautioned that the rights of any person to
implement the systematic withdrawal program under Contracts issued in connection
with IRAs or 403(b)  Plans may be  subject  to the terms and  conditions  of the
retirement plan, regardless of the terms and conditions of the Contract.  (See "
Taxes " on page ___.)
    

      The systematic  withdrawal  program may be canceled at any time by written
request or automatically  by Us should the Contract Value fall below $1,000.  In
the event the systematic withdrawal program is canceled, 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  of
withdrawals on a systematic basis.

   
      The Free  Withdrawal  Amount (see "Charges and  Deductions - Deduction for
Surrender  Charge" on  page___)  is not  available  while an Owner is  receiving
systematic withdrawals.  An Owner will be entitled to the free withdrawal amount
on and after the Contract  Anniversary  next  following the  termination  of the
systematic withdrawal program.

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

THE COMPANY RESERVES THE RIGHT TO DISCONTINUE THIS PROGRAM AT ANY TIME.

                                       26
<PAGE>

Surrender

   
      Prior to the Annuity Date you may Surrender the Contract for the Surrender
Value by  withdrawing  the  entire  Contract  Value.  You must  submit a written
request for Surrender and return the Contract to Us. The Surrender Value will be
based on the Contract Value at the end of the Valuation  Period during which the
Surrender  request is received  as  described  below.  The  Contract  may not be
surrendered  after the Annuity Date. A surrender may be taxable and subject to a
tax penalty. (See "Taxes" discussed on page___.)
    


Surrender Value

      The  Surrender  Value of the  Contract  varies each day  depending  on the
investment results of the Subaccounts selected by the Owner. The Surrender Value
will be the Contract Value,  as of the date the Company  receives Your surrender
request,  reduced by the  following:  (1) any  applicable  taxes not  previously
deducted; (2) any applicable portion of the Contract Maintenance Charge; and (3)
any applicable Surrender Charge.

Payment of Withdrawals and Surrender Values

      Payments of Withdrawals and Surrender  Values will ordinarily be sent to
the Owner  within  seven (7) days of receipt of the written  request,  but see
the Deferment of Payment  discussion below.  (Also see Statement of Additional
Information - "Delay of Payments.")

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

   
      If, at the time You make a request for a Withdrawal  or a  Surrender,  You
have not provided Us with a written  election  not to have Federal  income taxes
withheld,  We must by law withhold  such taxes from the taxable  portion of Your
payment and remit that amount to the IRS.  Mandatory  withholding rules apply to
certain  distributions  from  403(b)  Plan  Contracts.  Additionally,  the  Code
provides that a 10% penalty tax may be imposed on certain early  Withdrawals and
Surrenders. (See " Taxes " on page , and " Tax-Favored Plans" on page___.)
    

Deferral of Payment

      Payment of any Withdrawal,  Surrender, or lump sum death proceeds from the
Variable  Account will usually  occur within seven days.  We may be permitted to
defer such payment if: (1) the New York Stock  Exchange is closed for other than
usual weekends or holidays,  or trading on the Exchange is otherwise restricted;
(2) an emergency  exists as defined by the SEC or the SEC requires  that trading
be restricted;  (3) the SEC permits a delay for protection of Owners; or (4) the
check used to pay any Premium has not cleared  through the banking  system (this
may take up to 15 days).

      We may defer payment of any  Withdrawal or Surrender  from the  Guaranteed
Account for up to six months from the date we receive Your written request.


                                       27
<PAGE>

                                    TAXES

Introduction

      The Contracts are designed to accumulate  Contract  Values for  retirement
plans which,  except for IRAs and 403(b) Plans, are generally not  tax-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 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 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, an 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
"Contracts  Owned by Non-Natural  Persons" and "  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  on the  date of the
      withdrawal  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.

                                       28
<PAGE>

      Withdrawals on or after the Annuity Date

   
            Upon  receipt  of a  lump  sum  payment  on  full  surrender  of the
      Contract,  the  recipient  is taxed on the  portion  of the  payment  that
      exceeds the  investment in the Contract.  The taxable  portion is taxed as
      ordinary income.

            If the recipient  receives  annuity  payments rather than a lump sum
       payment,  a portion of the  payment is  included  in taxable  income when
       received. 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 recipient is able to exclude a portion of the payments  received
      from  taxable  income  until  the  investment  in the  Contract  is  fully
      recovered.  Annuity payments are fully taxable after the investment in the
      Contract is recovered.  If the recipient dies before the investment in the
      Contract is recovered,  the recipient's  estate is allowed a deduction for
      the remainder.
    

      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
      total  Premium  will be taxed to the assignor as ordinary  income.  Please
      consult your tax adviser prior to making an assignment of the Contract.

   
      Generation Skipping Transfer Tax

            A transfer of the Contract or the  designation of a beneficiary  who
      is either 37 1/2 years younger than the Owner or a grandchild of the Owner
      may have Generation Skipping Transfer Tax consequences.
    

      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.  The
      designated  beneficiary  is the person to whom  ownership  of the Contract
      passes by reason of death and must be a natural person. 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.

                                       29
<PAGE>

      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  generally  provides that no gain or loss shall be
      recognized  on the  exchange of an annuity  contract  for another  annuity
      contract,  unless  money  is  distributed  as  part  of  the  exchange.  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 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.

                                       30
<PAGE>

   
      Withholding

            The  Company  is  required  to  withhold  Federal  income  taxes  on
      withdrawals,  lump sum  distributions,  and annuity  payments that include
      taxable  income unless the payee elects to not have any  withholding or in
      certain other  circumstances.  Special withholding rules apply to payments
      made to non-resident aliens.


            Lump-Sum Distribution or Withdrawal

      The  Company is required  to  withhold  10% of the taxable  portion of any
      withdrawal or lump sum distribution unless You elect out of withholding.

Annuity Payments

      The Company will withhold on the taxable portion of annuity payments based
      on a withholding certificate You file with the Company. If you do not file
      a  certificate,  You will be treated,  for  purposes of  determining  your
      withholding rates, as a married person with three exemptions.

      You are liable for payment of Federal income taxes on the taxable  portion
      of any withdrawal, distribution, or annuity payment. You may be subject to
      penalties under the estimated tax rules if your  withholding and estimated
      tax payments are not sufficient.
    


Diversification Standards

      To comply  with the  diversification  regulations  promulgated  under Code
Section 817(h) (the  "Diversification  Regulations"),  after a start-up  period,
each Subaccount 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 Subaccount 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  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.

   
Tax-Favored  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 401 retirement
plan.  Distributions  from a 401  qualified  plan or  403(b)  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,  403(b) Plan or an
IRA. 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 tax
if the  recipient is under age 59 1/2 (unless  another  exception  applies under
Code Section 72(t)). A prospective Owner considering use of the Contract in this
manner should consult a competent tax advisor with regard to the  suitability of
the Contract of this purpose and for  information  concerning  the provisions of
the Code applicable to qualified plans, 403(b) Plans, and IRAs.
    


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. In addition,  distributions  from an IRA may be rolled over to
another IRA, provided certain conditions are met. 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.  Contracts  offered  in  connection  with an IRA by this
Prospectus are not available in all states.
    



                                       31
<PAGE>



403(b) Plans

   
      Code Section 403(b)(11) imposes certain restrictions on an Owner's ability
to make partial withdrawals from Code Section 403(b) Contracts,  if attributable
to Premium paid under a salary reduction agreement.  Specifically,  Code Section
403(b)(11)  allows an 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,  403(b)  Plans are  subject  to  additional  requirements,  including:
eligibility,    limits   on   contributions,    minimum    distributions,    and
nondiscrimination  requirements  applicable  to the  employer.  Owners and their
employers are responsible for compliance with these rules.  Contracts offered in
connection  with a 403 (b)  Plan by this  Prospectus  are not  available  in all
states.
    
                      LEGAL PROCCEDINGS

           The  Company  knows  of no legal  proceeding  pending  to  which  the
      Variable Account is a party or which would materially  affect the Variable
      Account.
   
      Legal matters  relating to the federal  securities laws in connection with
      the  Contracts  described  herein are being passed upon by the law firm of
      Jorden, Burt, Berenson & Johnson LLP, Washington D.C. .

    

                                       32
<PAGE>



   
                         TABLE OF CONTENTS OF THE SAI


                                                                          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................................................
    



                                      A-1
<PAGE>







                                   APPENDIX

GUARANTEED ACCOUNT OPTION

      Under this  Guaranteed  Account  option,  Contract  Values are held in the
Company's  General  Account.  The General  Account  includes  all of Our assets,
except those assets  segregated in Our separate  accounts.  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 Guaranteed
Account portion of the Contract.  Disclosures  regarding the Guaranteed  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.

      During  the  Accumulation  Period  the Owner may  allocate  amounts to the
Guaranteed  Account.  The initial  Premium  will be  invested in the  Guaranteed
Account if selected by the Owner at the time of application.  Additional Premium
will be allocated in accordance  with the selection  made in the  application or
the most recent instruction  received at the Company Office. If the Owner elects
to withdraw  amounts from the Guaranteed  Account,  such  withdrawal,  except as
otherwise  provided in this Appendix,  will be subject to the same conditions as
imposed on withdrawals from the Variable Account. The Company reserves the right
to delay any payment from the  Guaranteed  Account for up to six (6) months from
the date it receives such request at its Office.

GUARANTEE PERIODS

      The period(s) for which a guaranteed interest rate is credited is called a
Guarantee Period. Guarantee Periods may be offered or withdrawn at the Company's
discretion.  The initial guarantee period(s) and the guaranteed interest rate(s)
applicable to the initial Premium are as shown in the Contract. At least 15 days
but no more than 75 days prior to the  expiration  of a  Guarantee  Period,  the
Owner will be mailed a notice of the  guaranteed  interest rate  applicable to a
renewal of the Guarantee  Period.  At the  expiration  of any  Guarantee  Period
applicable  to any portion of the Contract  Value,  that portion of the Contract
Value will be  automatically  renewed for another  Guarantee Period for the same
duration  as the  expired  Guarantee  Period  and will  receive  the  guaranteed
interest rate then in effect for that Guarantee  Period,  unless other Guarantee
Periods or one or more  Subaccounts  are requested in writing by the Owner.  All
requests to change a Guarantee Period at the end of an existing Guarantee Period
must be received in writing at the Company's  Office within 30 days prior to the
end of that Guarantee Period.

ALLOCATIONS TO THE GUARANTEED ACCOUNT

      The minimum  amount that may be  allocated to a Guarantee  Period,  either
from the initial or a subsequent  Premium,  is $3,000.  Amounts  invested in the
Guaranteed  Account  are  credited  with  interest  on a daily basis at the then
applicable  effective  guarantee rate. The effective guarantee rate is that rate
in effect  when the Owner  allocates  or  transfers  amounts  to the  Guaranteed
Account. If the Owner has allocated or transferred amounts at different times to
the Guaranteed Account,  each allocation or transfer may have a unique effective
guarantee rate and Guarantee Period  associated with that amount.  The effective
guarantee  rate will not be changed more than once per year and the minimum rate
will not be less than 3%.

GUARANTEED ACCOUNT TRANSFERS

      During the accumulation period the Owner may transfer,  by written request
or  telephone  authorization,  Contract  Values to or from a  subaccount  of the
Variable Account to or from a Guarantee Period of the Guaranteed  Account at any
time,  subject to the  conditions  set out under  Transfer  of  Contract  Values
Section.

      Prior  to the  end  of a  Guarantee  Period  the  Owner  may  specify  the
subaccount(s) of the Variable Account or the applicable  Guarantee Period of the
Guaranteed  Account to which the Owner  wants the  amounts  from the  Guaranteed
Account  transferred at the end of the Guarantee  Period.  If the Owner does not
notify us prior to the end of the Guarantee  Period, we will reapply that amount
to a new Guarantee Period of the same duration,  provided it is available.  If a
new Guarantee Period of the same duration is not available, that portion of Your
Contract  Value shall be  transferred  to the Guarantee  Period next shortest in
duration.  The amount so applied is then subject to the same  conditions  as the
original  Guarantee  Period,  including the condition that the amount may not be
transferred  until  the  end  of  that  Guarantee  Period.  In  the  event  of a
non-specified renewal, there is a grace period of 30 days within which the Owner
can have transferred amounts reapplied.  The effective guarantee rate applicable
to the new Guarantee Period may be different from the effective  guaranteed rate
applicable to the original Guarantee Period.  These transfers will be handled at
no charge to the Owner.


MINIMUM SURRENDER VALUE

      The  minimum  Surrender  Value for  amounts  allocated  to the  Guaranteed
Account  equals  the  amounts  so  allocated  less  withdrawals,  with  interest
compounded  annually  at the rate of 3%,  reduced  by any  applicable  Surrender
Charge.



 <PAGE>
                                

                                






                                     

                                    PART B


>










<PAGE>






                                    PART B
                      STATEMENT OF ADDITIONAL INFORMATION


                      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.

   
      THE   PROSPECTUS   CONCISELY   SETS  FORTH   INFORMATION   THAT  A
PROSPECTIVE  INVESTOR  OUGHT  TO  KNOW  BEFORE  INVESTING.  FOR A COPY  OF THE
PROSPECTUS  DATED May 1,  1997,  CALL OR WRITE:  American  International  Life
Assurance Company of New York; Attention:  Variable Products, One Alico Plaza,
    
Wilmington, Delaware 19801, 1-800-340-2765.

   
DATE OF STATEMENT OF ADDITIONAL INFORMATION:  May 1,  1997
    









                                  ALLIANCE.NEW



                                      B-1
<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.........................................................



                                      B-2
<PAGE>



                              GENERAL INFORMATION


The Company

            A description of Amerian 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 Variable  Account A
(the "Variable Account").

Independent Accountants

            The audited financial statements of the Company have been audited by
Coopers and Lybrand,  L.L.P.,  independent  certified public accountants,  whose
offices are located in Philadelphia, Pennsylvania.

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..

Distributor

   
      AIG Equity Sales Corp.  ("AESC"),  a wholly owned subsidiary of American
International  Group,  Inc.  and an  affiliate  of the  Company,  acts  as the
distributor.  Commissions  are  paid by the  Registrant  directly  to  selling
dealers  and  representatives  on  behalf  of  the  Distributor.   Commissions
retained by the Distributor in 1996 were $20,363
    

Calculation Of Performance Related Information

            A.    Yield and Effective  Yield  Quotations  for the Money Market
                  Subaccount

            The yield quotation for the Money Market  Subaccount will be for the
seven days ended on the date of the most recent  balance  sheet of the  Variable
Account  included  in the  registration  statement,  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  Subaccount  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  Subaccount 
 will be for the seven days ended on the date of the
most recent balance sheet of the Variable  Account  included in the registration
statement, and will be 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  Subaccount  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
Subaccount's  mean account size. The yield and effective yield quotations do not
reflect the  Surrender  Charge that may be assessed at the time of withdrawal in
an amount ranging up to 6% of the requested withdrawal amount, 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  Surrender  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  Subaccount and the Fund are excluded from the
calculation of yield.

            B.    Total Return Quotations

            The  total  return  quotations  for all of the  Subaccounts  will be
average  annual total return  quotations for the one, five, and ten year periods
(or,  where a Subaccount  has been in  existence  for a period of less than one,
five or ten years,  for such lesser period) ended on the date of the most recent
balance  sheet of the  Variable  Account and for the period from the date monies
were first placed into the Subaccounts  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:

                                 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
Subaccounts,  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  Subaccount's  mean  account  size.  The
calculations  also  assume a total  withdrawal  as of the end of the  particular
period. Subaccount  performance  information  has not been  provided,  because,
for the fiscal year ending December 31, 1996, no such contracts were issued.
    
   


            Funds were first invested in the  portfolios on the following 
            dates:
<TABLE>
<CAPTION>

          <S>                                 <C>

           Premier Growth Portfolio                December 7, 1992 
           Growth & Income Portfolio               April 16,  1992  
           Short-Term  Multi-Market  Portfolio     June 25,  1992
           Global Bond  Portfolio                  May 10, 1993 
           Money Market  Portfolio                 May 13,1993 
           International Portfolio                 June 1, 1993 
           U.S. Government/High Yield
           Securities  Portfolio                   June 14, 1993 
           North American Government 
           Income Portfolio                        April 8, 1994 
           Global Dollar 
           Government  Portfolio                   May 26 , 1994
           Utility Income  Portfolio               June 15, 1994  
           Conservative Investors Portfolio        September 8,1994
           Growth Investors Portfolio              August 16, 1994
           Growth Portfolio                        August 12, 1994
           Total Return Portfolio                  September 12,1994
           Worldwide Privatization Portfolio       October 17,1994
           Technology Portfolio                    January 22,1996
           Quasar Portfolio                        August 15,1996
           Real Estate Investment Portfolio        January 7,1997
</TABLE> 
    




                                      B-3
<PAGE>




     C.    Yield   Quotations   for   the   Short-Term   Multi-Market,    U.S.
           Government/High Grade Securities and Global Bond Subaccounts

     The yield quotations for the Short-Term Multi-Market,  U.S. Government/High
Grade  Securities  and Global Bond  Subaccounts  will be based on the thirty-day
period  ended on the  date of the  most  recent  balance  sheet of the  Variable
Account included in the registration statement, and are computed by dividing the
net  investment  income per  Accumulation  Unit earned  during the period by the
maximum offering price per unit 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    portfolios    of   the   Fund
                         attributable to shares owned by the Subaccount.

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

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

                     d = the maximum offering price per  Accumulation  Unit on
                         the last day of the period.

        For  the   purposes  of  the  yield   quotations   for  the   Short-Term
Multi-Market, U.S. Government/High Grade Securities and Global Bond Subaccounts,
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 Subaccount's mean account size. The calculations
do not take into account the Surrender Charge or any transfer charges.

        A  Surrender  Charge may be  assessed  at the time of  withdrawal  in an
amount ranging up to 6% of the requested  withdrawal  amount,  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 Surrender 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  "Alliance  Variable  Products  Series Fund,  Inc., -
Transfer of Contract Values" on page 15 of the Prospectus)


   D.   Non - Standardized Performance Data

        1.   Total Return Quotations

        The total return  quotations for all of the Subaccounts  will be average
annual  total return  quotations  for the one,  five,  and ten year periods (or,
where a Subaccount  has been in existence for a period of less than one, five or
ten years,  for such lesser period) ended on the date of the most recent balance
sheet of the Variable Account and for the period from the date monies were first
placed  into the  Subaccounts  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:

                             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 $1,000payment 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  Subaccount's  mean account size. The  calculations do not,  however,
assume a total withdrawal as of the end of the particular period and, therefore,
no Surrender Charge is reflected.  No Subaccount information has been reflected
for as of the date of this Prospectus, Subaccounts were not yet in 
operation and consequently had no assets invested in the underlying
portfolio. 
    


        2.           Tax Deferred Accumulation

   In  reports  or  other  communications  to You  or in  advertising  or  sales
materials, the Company may also describe the effects of tax-deferred compounding
on the separate account's  investment returns or upon returns in general.  These
effects may be  illustrated  in charts or graphs and may include  comparisons at
various  points  in time of  returns  under  the  Contract  or in  general  on a
tax-deferred basis with the returns on a taxable basdis.
Different tax rates may be assumed.

   In general,  individuals who own annuity  contracts are not taxed on inreases
in the value under the annuity  contract until some form of distribution is made
from the  contract.  Thus,  the annuity  contract will benefit from tax deferral
during  the  accumulation  period,  which  generally  will  have the  effect  of
permitting  an  investment  in an annuity  contract to grow more  rapidly than a
comparable  investment  under  which  increases  in value are taxed on a current
basis.  The chart  shows  accumulations  on an initial  investment  or  Purchase
Payment of $25,000,  assuming hypothetical gross annual return of 0%, 4% and 8%,
compounded  annually,  and a tax rate of 31%.  The values  shown for the taxable
investment do not include any deduction for  management  fees or other  expenses
but assume that taxes are deducted annually from investment returns.  The values
shown for the variable  annuity  reflect the deduction of  contractual  expenses
such as the mortality and expense risk charge,  the  Administrative  Fee and the
Annual  Fee,  but not the  expenses  of an  underlying  investment  vehicle.  In
addition,  these values assume that the Owner does not surrender the Contract or
make any withdrawals until the end of the period shown. The chart assumes a full
withdrawal,  at the end of the  period  shown,  of all  contract  value  and the
payment  of  taxes at the 31%  rate on the  amount  in  excess  of the  Purchase
Payment.

   The rates of return  illustrated are  hypothetical and are not an estimate or
guaranty of performance.  Actual tax rates may vary for different taxpayers from
that  illustrated  and withdrawals by Owners who have not reached age 59 1/2 may
be subject to a tax penalty of 10%.


                                [INSERT CHART]



                                      B-4
<PAGE>



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,  or trading on the  Exchange is otherwise
            restricted;

        (b) 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;

        (c) an order of the Securities and Exchange  Commission  permits delay
            for the protection of security holders; or

        (d) the  check  used to pay any  Premium  has not  cleared  through  the
            banking system (this may take up to 15 days).

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


                     METHOD OF DETERMINING CONTRACT VALUES

        The Contract  Value will  fluctuate in  accordance  with the  investment
results of the underlying  Portfolio of the Fund held within the Subaccount.  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  of the Fund were
purchased for the Subaccounts,  the Accumulation  Units for the Subaccounts were
valued  at $10.  The  value  of an  Accumulation  Unit for a  Subaccount  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 Subaccount, 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 Subaccount; 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 Subaccount; minus or plus

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

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

        The resulting value of each Subaccount  Accumulation  Unit is multiplied
by the respective number of Subaccount  Accumulation  Units for a Contract.  The
Contract Value of the Variable  Account is the sum of all Subaccount  values for
the Contract.

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



                              ANNUITY PROVISIONS

Annuity Benefits

        A description of the Annuity  Benefits and Annuity Options is provided
in the prospectus

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  Subaccount(s) of the Variable Account.  At
the Annuity Date the Contract  Value in each  Subaccount  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  Subaccount  is  determined  by
multiplying the amount of the Contract Value allocated to that Subaccount by the
factor shown in the table for the option selected, divided by 1000.

        The dollar  amount of  Subaccount  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 Subaccount  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 Subaccount  variable annuity payments less the pro-rata amount of the annual
Administrative Charge.


Annuity Unit

        The value of an Annuity Unit for each  Subaccount  was  arbitrarily  set
initially at $10. This was done when the first Fund shares were  purchased.  The
Subaccount  Annuity Unit value at the end of any subsequent  Valuation Period is
determined by multiplying the Subaccount  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 Subaccount 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 the Subaccount  Annuity Unit value from one Valuation  Period to
the next. The net investment factor for each Subaccount 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  Fund  held in the
            Subaccount determined at the end of that Valuation Period; plus

            (ii) the  per  share  amount  of  any  dividend  or  capital  gain
            distribution  made  by  the  Fund  held  in  the  Subaccount  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 Subaccount.

        (b) is equal to:

            (i)  the  net  asset  value  per  share  of the  Fund  held in the
                 Subaccount  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.

        (c) is equal to:

            (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 Subaccount  Annuity Unit value may increase or decrease
from Valuation Period to Valuation Period.


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,  including
interest at the annual rate of 5%. Any overpayments,  including  interest at the
annual rate of 5%,  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.

        You may  assign  this  Contract  prior to the  Annuity  Date.  A written
request,  dated and signed by you must be sent to our  Administrative  Office. A
duly  executed  copy of any  assignment  must be filed  with our  Administrative
Office. We are not responsible for the validity of any assignment.


                             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.



                                      F-1
<PAGE>



                      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, 1996, 1995 AND 1994
















                                      F-2
<PAGE>



                         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, 1996 and 1995,  and the related
statements of income,  stockholders' equity and cash flows for each of the three
years in the period ended December 31, 1996. 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, 1996 and 1995, and the results
of its  operations  and its cash flows for each of the three years in the period
ended  December 31, 1996,  in  conformity  with  generally  accepted  accounting
principles.



COOPERS & LYBRAND L.L.P.



2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 22, 1997




                                      F-3
<PAGE>




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


<TABLE>
<CAPTION>

                                                         December 31,
                                                         -------------

                                                       1996             1995

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

<S>                                               <C>            <C>   

Assets

Investments and cash:
     Fixed maturities:
        Bonds available for sale, at market value  $  4,636,022$  4,434,329
        (cost: 1996-$4,456,608: 1995 - $4,139,170)
     Equity securities:
         Common stock
         (cost: 1996-$19,800: 1995 - $16,613)         33,099         24,365
         Non-redeemable preferred stocks
         (cost: 1996-$649; 1995 - $4,564)                590          4,570
Mortgage loans on real estate, net                   513,470        448,700
Real estate, net of accumulated
 depreciation of $6,046 in 1996; and $5,269 in 1995   26,227         27,000
Policy loans                                          11,063         10,991
Other invested assets                                 65,744         69,360
Short -term investments                               60,333        104,048
Cash                                                   1,726          1,105
                                               ------------- --------------

   Total investments and cash                      5,348,274      5,124,468


Amounts due from related parties                       4,277            973
Investment income due and accrued                     77,433         74,355
Premium and insurance balances receivable-net         13,617         13,289
Reinsurance assets                                    25,211         22,552
Deferred policy acquisition cost                      35,754         31,225
Separate and variable accounts                       153,678         68,151
Other assets                                           2,591         16,814
                                              -----------------------------

                        Total assets            $  5,660,835   $  5,351,827
                                                 ===========    ===========

</TABLE>

                  See accompanying notes to financial statements.





                                      F-4
<PAGE>











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

<TABLE>
<CAPTION>
                                                           December 31,

                                                         1996           1995

                                                 --------------    ----------
<S>                                             <C>             <C>
Liabilities

  Policyholders' funds on deposit                $ 3,308,208     $ 3,060,581
  Future policy benefits                           1,588,563       1,561,760
  Reserve for unearned premiums                        8,167          10,808
  Policy and contract claims                          44,173          37,201
  Reserve for commissions, expenses and taxes          4,905           4,433
  Insurance balances payable                           7,981           7,771
  Federal income tax payable                           3,758           3,477
  Deferred income taxes                               43,445          62,325
  Amounts due to related parties                       5,227           5,260
  Separate and variable accounts                     153,678          68,151
  Other liabilities                                   22,588          23,553
                                               -------------   -------------
                        Total liabilities          5,190,693       4,845,320
                                                 ------------    -----------


  Commitments and contingencies (See Note 6)

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 appreciation (depreciation) of 
  investments, net of future policy benefits 
  and taxes of $72,979 in 1996 and
  $82,352 in 1995;                                   135,524         153,086
  Retained earnings                                  134,368         153,171
                                                ------------   -------------

                      Total stockholders' equity     470,142         506,507
                                                 -----------    ------------
Total liabilities and stockholders' equity       $ 5,660,835     $ 5,351,827
                                                  ==========      ==========
</TABLE>


                  See accompanying notes to financial statements.






                                      F-5
<PAGE>

<TABLE>
<CAPTION>




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


                                               Years  ended  December 31,

                                          1996            1995             1994
                                      ------------    ------------     --------
<S>                                <C>              <C>            <C>

Revenues:
  Premiums                          $ 149,472      $     84,357    $    71,826
  Net investment income               401,647           386,680        335,510
  Realized capital gains                  610             1,436          1,932
                                 ------------     -------------    -----------


               Total revenues         551,729           472,473        409,268
                                    ---------       -----------      ---------


Benefits and expenses:
  Benefits to policyholders           163,377           167,319        163,585
  Increase in future policy benefits
  and policyholders' funds on deposit 284,936           209,512        165,291
  Acquisition and insurance expenses   54,875            54,808         62,759
                                    ----------     ------------     ----------

         Total benefits and expenses  503,188           431,639        391,635
                                      ---------     -----------      ---------


Income before income taxes             48,541            40,834         17,633
                                     ----------      ----------      -----------

Income taxes (benefits):
   Current                       26,85322,070            18,939
   Deferred                            (9,509)           (7,572)       (12,262)
                                  ------------     -------------    -----------

              Total income taxes       17,344            14,498          6,677
                                   ----------       -----------    -----------

Net income                        $    31,197      $     26,336    $    10,956
                                   ==========       ===========     ==========


</TABLE>


                   See accompanying notes to financial statements



                                      F-7
<PAGE>




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

<TABLE>
<CAPTION>


                                                 Years ended December 31,


                                          1996            1995             1994
                                      ------------    ------------    ---------

<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         197,025         197,025
                                    ----------      ----------      ----------

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



Unrealized appreciation (depreciation)
 of investments, net
 Balance at beginning of year          153,086         (60,149)         58,102
 Change during year                   (102,936)        404,059        (182,008)
 Changes due to deferred income 
 tax benefit expense) and      
 future policy benefits                 85,374        (190,824)          63,757                            
  Balance at end of year               135,524         153,086         (60,149)
                                   -----------     -----------     ------------


Retained earnings
  Balance at beginning of year         153,171         126,835         115,879
  Net income                            31,197          26,336          10,956
  Dividends to Stockholders            (50,000)             -               -
                                  ----------------------------------------------

  Balance at end of year               134,368         153,171         126,835
                                   -----------      ----------     -----------

          Total stockholders' equity$   470,142    $   506,507     $   266,936
                                     ==========     ==========      ==========

</TABLE>

                   See accompanying notes to financial statements



                                      F-8
<PAGE>







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


<TABLE>
<CAPTION>

                                                      Years  ended December 31,

                                                     1996          1995      1994

<S>                                          <C>          <C>          <C>   

Cash flows from operating activities:
 Net income                                  $     31,197  $     26,336   $  10,956
                                              -----------   ----------- -----------

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                      107,134        37,251      45,554
Change in premiums and insurance balances
  receivable and payable -net                        (117)         (110)       (138)
 Change in reinsurance assets                      (2,658)        3,761       5,570
 Change in deferred policy acquisition costs       (4,530)       (1,599)       (213)
 Change in investment income due and accrued       (3,078)       (6,732)     (8,153)
 Realized capital gains                              (610)       (1,436)     (1,932)
 Change in current and deferred income taxes -net  (9,227)       (5,417)     (6,927)
 Change in reserves for commissions, expenses   
 and taxes                                            472        1,356          149
 Change in other assets and liabilities - net     (17,396)      (18,394)      7,597
                                              -----------   ----------- ------------
Total adjustments                                  69,990         8,680      41,507
                                              -----------  ------------ -----------
 Net cash provided by operating activities        101,187        35,016      52,463
                                               ----------   ----------- -----------

Cash flows from investing activities:
 Cost of fixed maturities, at market sold .......  136,829        65,623      63,695
 Cost of fixed maturities, at market 
 matured or redeemed ...........................  424,317       247,551     255,229
 Cost of equity securities sold .................  4,877         1,310         958
 Realized capital gains ........................     610         3,436       4,715
 Purchase of fixed maturities..................  (858,793)     (627,188)   (837,973)
 Purchase of equity securities ................... (4,149)       (1,005)       (137)
 Mortgage loans granted ........................ (124,280)     (111,402)    (77,824)
 Repayments of mortgage loans..................... 59,577        60,476       9,621
 Change in policy loans...........................    (71)         (674)        601
 Change in short-term investments ................ 43,715        26,372      (7,485)
 Change in other invested assets ................. 10,475        (4,083)     (6,479)
 Other - net  ...................................   8,701       (17,713)     (1,020)
                                            -------------- ---------------------------
  Net cash used in investing activities          (298,192)     (357,297)   (596,099)
                                              ------------  ------------------------


Cash flows from financing activities:
 Change in policyholders' funds on deposit        247,626       318,169     542,729
 Dividends to stockholders                        (50,000)            -           -
                                             ---------------------------------------------
    Net cash provided by financing activities     197,626       318,169     542,729
                                             -------------   ----------  ----------


Change in cash .....................................  621        (4,112)       (907)
Cash at beginning of year ........................  1,105         5,217       6,124
                                            ------------- ---------------------------
Cash at end of year                          $     1,726  $       1,105 $     5,217
                                            ============= ============= ==============
</TABLE>


                   See accompanying notes to financial statements




                                      F-9
<PAGE>




             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 (GAAP).  The preparation of financial  statements in conformity
      with GAAP requires  management  to make  estimates  and  assumptions  that
      affect the reported  amounts of assets and  liabilities  and disclosure of
      contingent assets and liabilities at the date of the financial  statements
      and the reported  amounts of revenues and  expenses  during the  reporting
      periods. Actual results could differ from those estimates.  The Company is
      licensed to sell life and  accident & health  insurance in the District of
      Columbia and all states except  Arizona,  Connecticut  and  Maryland.  The
      Company is also licensed in America Samoa, Virgin Islands and Guam.

      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  National  Association  of Insurance  Commissioners  (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 and  non-redeemable
      preferred stocks are carried at market value.  Short-term  investments are
      carried at cost, which approximates market.

      Unrealized gains and losses from investment in equity securities and fixed
      maturities  available for sale are reflected in stockholders'  equity, net
      of amounts  recorded as future  policy  benefits and any related  deferred
      income taxes.

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


                                      F-10
<PAGE>


1.  Summary of Significant Accounting Policies - (continued)

      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 over their estimated lives.

      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 amortized  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.

   (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.  Policy  benefits and expenses are
      associated with earned premiums on long-duration  contracts resulting 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. The assets of each account are legally
      segregated  and are not  subject  to claims  which  arise out of any other
      business of the Company.




                                      F-11
<PAGE>




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:

      In March 1995,  the  Financial  Accounting  Standards  Board (FASB) issued
      Statement of Financial  Accounting  Standards No. 121  "Accounting for the
      Impairment of Long-lived  Assets and for Long-lived  Assets to Be Disposed
      Of" (FASB 121). This statement requires that long-lived assets and certain
      identifiable  intangibles  be reviewed for impairment  whenever  events or
      changes in circumstances indicate that the carrying amount of an asset may
      not be recoverable and an impairment loss must be recognized.

      FASB 121 was effective  for the Company  commencing  January 1, 1996.  The
      adoption  of this  statement  in 1996  had no  significant  effect  on the
      Company's results of operations, financial condition and liquidity.

      In  December  1995,   FASB  issued  "Special   Report,   a  Guide  to  the
      Implementation of Statement No. 115 on Accounting for Certain  Investments
      in Debt and Equity  Securities".  Among other things,  this guide provided
      for  a  transition  provision  permitting  a  one-time  transfer  of  debt
      securities from the held to maturity  classification  to the available for
      sale classification.  The Company did not transfer any securities from the
      held to maturity classification to available for sale classification.

   (i)The  financial  statements  for 1994 and 1995  have been  reclassified  to
      conform to the 1996 presentation.


2.  Investment Information

(a)  Statutory  Deposits:  Securities  with a carrying  value of $9,369,000  and
   $9,381,000  were  deposited by the Company under requirements of regulatory
   authorities as of December 31, 1996 and 1995, respectively.





                                      F-12
<PAGE>




2.  Investment Information - (continued)

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

<TABLE>
<CAPTION>

                                                 Years   ended   December 31,
                                                 1996         1995        1994
                                                 ----         ----        ----
  <S>                                     <C>          <C>         <C>   
  

    Fixed maturities                         $351,702     $334,828    $289,374
      Equity securities                           999        1,006       1,156
      Mortgage loans                           41,865       40,383      33,251
      Real estate                               2,835        2,760       2,947
      Policy loans                                794          733         764
      Cash and short-term investments           4,699        4,124       6,839
      Other invested assets                     2,662        6,381       4,465
                                            ---------    ---------   ---------
          Total investment income             405,556      390,215     338,796

      Investment expenses                       3,909        3,535       3,286
                                            ---------    ---------   ---------

          Net investment income              $401,647     $386,680    $335,510
                                             ========     ========    ========

</TABLE>

(c)Investment  Gains and Losses:  The net realized  capital gains  (losses) and
 change in unrealized  appreciation  (depreciation)  of  investments  for 1996,
 1995 and 1994 are summarized below (in thousands):

<TABLE>
<CAPTION>

                                                 Years   ended   December 31,

                                                1996          1995       1994
                                                ----          ----       ----

     <S>                                    <C>          <C>       <C>  

      Net realized gains (losses)
       on investments:
      Fixed maturities                      $    (104) $      (115)$       (75)
      Equity securities                           714        3,515       2,046
      Mortgage loans                                -       (2,000)     (2,783)
      Other invested assets                         -           36       2,744
                                            ------------   --------------------
      Net realized gains                    $     610     $  1,436    $  1,932
                                            =========     ========    ========

      Change in unrealized appreciation 
      (depreciation) of investments:
      Fixed maturities                     $(115,746)   $ 402,020   $(186,892)
      Equity securities                        5,913          666        (697)
      Other invested assets                    6,897        1,373       5,581
                                          ----------- ------------------------
      Change in unrealized appreciation
              (depreciation) of investments $ (102,936)  $ 404,059   $(182,008)
                                            ===========  =========   ==========

      Proceeds from the sale of  investments  in fixed  maturities  during 1996,
      1995  and   1994   were   $136,829,000,   $65,623,000   and   $79,504,000,
      respectively.

      During  1996,  1995 and  1994,  gross  gains  of  $636,000,  $624,000  and
      $4,861,000,  respectively,  and gross  losses of  $740,000,  $739,000  and
      $4,936,000,   respectively,   were  realized  on   dispositions  of  fixed
      maturities.

      During  1996,  1995 and 1994,  gross  gains of  $714,000,  $3,516,000  and
      $2,047,000,  respectively,  and gross  losses of $0,  $1,000  and  $1,000,
      respectively, were realized on dispositions of equity securities.

</TABLE>


                                      F-13
<PAGE>






2.  Investment Information - (continued)

   (d)Market  Value  of  Fixed   Maturities  and  Unrealized   Appreciation   of
      Investments:  At December 31, 1996 and 1995,  unrealized  appreciation  of
      investments in equity securities  (before applicable taxes) included gross
      gains of  $15,648,000  and  $9,650,000  and gross  losses of $398,000  and
      $480,000, respectively.

      The amortized  cost and estimated  market values of  investments  in fixed
      maturities at December 31, 1996 and 1995 are as follows (in thousands):

<TABLE>
<CAPTION>




                                              Gross     
  1996                           Amortized  Unrealized         Gross     Market
                                   Cost       Gains        Unrealized    Value    
                                                              Losses               
<S>                                <C>     <C>           <C>         <C>                            
 Fixed maturities:
    U.S. Government and government
    agencies and authorities    $    79,195 $   14,104     $    420    $   92,879
    States, municipalities and                                       
    political subdivisions          854,402     36,479        4,574       886,307
    Foreign governments              39,549      3,579          283        42,845
    All other corporate           3,483,462    148,570       18,041     3,613,991
                                  ---------- ---------      -------      ---------
                                                                     
      Total fixed maturities    $ 4,456,608  $ 202,732     $ 23,318    $4,636,022
                                  ==========   ========     =======    ==========
</TABLE>
<TABLE>
<CAPTION>
                                                          

                                              Gross       Gross                
 1995                              Amortized  Unrealized  Unrealized    Market
                                   Cost       Gains       Losses        Value
<S>                           <C>            <C>         <C>       <C>    

 Fixed maturities:
  U.S. Government and government
   agencies and authorities      $   84,063   $ 19,982    $      39 $   104,006
   States, municipalities and                 
   political subdivisions           883,646     56,568           89     940,125
   Foreign governments               33,927      5,291           75      39,143
   All other corporate            3,137,534    224,452       10,931   3,351,055
                                  ---------    --------     --------  ---------
      Total fixed maturities    $4,139,170  $  306,293   $   11,134 $ 4,434,329
                                  ==========  ========      =======  ==========

</TABLE>

      The  amortized  cost  and  estimated  market  value  of  fixed  maturities
      available  for sale at December 31, 1996,  by  contractual  maturity,  are
      shown  below  (in  thousands).   Actual   maturities   could  differ  from
      contractual maturities because certain borrowers have the right to call or
      prepay obligations with or without call or prepayment penalties.
<TABLE>
<CAPTION>

<S>                                     <C>               <C>       
                                                            Estimated
                                               Amortized    Market
                                                    Cost    Value

Due in one year or less                  $   280,178      $   287,023
Due after one year through five years      1,293,766        1,338,015
Due after five years through ten years     1,758,183        1,834,170
Due after ten years                        1,124,481        1,176,814
                                         -----------       ------------
                                         $4,456,608       $ 4,636,022
                                         ----------       -----------
                                         ----------       -----------

</TABLE>


                                      F-14
<PAGE>

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, 1996 and 1995,  the market
      value  of  the  CMO  portfolio  was  $1,031,431,000  and   $1,114,196,000,
      respectively;  the estimated amortized cost was approximately $991,305,000
      in 1996 and $1,049,450,000 in 1995. The Company's CMO portfolio is readily
      marketable.  There were no derivative (high risk) CMO securities contained
      in the portfolio at December 31, 1996.

   (f)Fixed Maturities  Below  Investment  Grade: At December 31, 1996 and 1995,
      the fixed  maturities held by the Company that were below investment grade
      had  an  aggregate   amortized  cost  of  $270,068,000  and  $204,254,000,
      respectively,   and  an  aggregate   market  value  of  $267,331,000   and
      $206,442,000, respectively.

   (g) Non-income Producing Assets:  Non-income producing assets 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 stockholders' equity at December 31, 1996 (in thousands):

<TABLE>
<CAPTION>

     <S>                                      <C>    
      Fixed Maturities:
      General Motors Acceptance Corporation    $   72,009 
      Morgan Stanley Mortgage Trust            $   71,790  
      Transamerica Finance                     $   55,300  
      Chrysler Finance Corporation             $   49,132  
                                               
</TABLE>

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,
                                       1996          1995         1994
                                       ----          ----         ----
<S>                                 <C>          <C>         <C>   

   Balance at beginning of year      $31,225      $29,626       $29,413
   Acquisition costs deferred          8,482        5,933         3,286
Amortization charged to income        (3,953)      (4,334)       (3,073)
                                      ------      -------       -------
   Balance at end of year            $35,754      $31,225       $29,626
                                     =======      =======       =======

</TABLE>




                                      F-15
<PAGE>




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,  1996  and  1995  follows  (in
     thousands):
<TABLE>
<CAPTION>


                                                 1996            1995
                                                 ----            ---- 
<S>                                        <C>            <C>    
                                                            
      Future policy benefits:
      Long duration contracts              $1,565,362      $1,537,901
      Short duration contracts                 23,201          23,859
                                          -----------     -----------
                                           $1,588,563      $1,561,760

      Policyholder funds on deposit:
      Annuities                            $2,458,340      $2,216,319
      Guaranteed investment contracts (GICs)  744,284         739,947
      Universal life                           98,466          98,214
      Other investment contracts                7,118           6,101
                                           $3,308,208      $3,060,581
</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.
      The liability for future policy benefits has been  established  based upon
      the following assumptions:

      (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 10.0  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 15.0
      percent.

   (c)The  liability  for  policyholders'  fund on deposit has been  established
      based on the following assumptions:

      (i) Interest rates credited on deferred annuities vary by year of issuance
      and  range  from  3.0  percent  to 8.0  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 zero over a
      period of 6 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 8.1 percent  and  maturities  range from 2 to 7
      years.

     (iii) The universal life funds have credited  interest rates of 5.9 percent
      to 7.5  percent  and  guarantees  ranging  from 3.5 percent to 5.5 percent
      depending  on the year of issue.  Additionally,  universal  life funds are
      subject  to  surrender  charges  that  amount to 10.0  percent of the fund
      balance and grade to zero over a period not longer than 20 years.




                                      F-16
<PAGE>




5.  Income Taxes

   (a)The  Federal  income tax rate  applicable  to  ordinary  income is 35% for
      1996, 1995 and 1994. 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):

<TABLE>
<CAPTION>


                                         Years  ended   December 31,

                                        1996             1995                1994
                                  ----------------    --------------      -----------
                                          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                 $16,989   35.0%   $14,287    35.0%     $6,172   35.0%
      Prior year federal
         income tax benefit        -          -          -       -           -      -
      State income tax               578    1.2        609     1.5         667    3.8
      Other                         (223)  (0.5)      (398)   (1.0)       (162)  (0.9)
                                 --------  -----   --------   ----    ---------  ----
      Actual income
         tax expense             $17,344   35.7%   $14,498    35.5%    $ 6,677   37.9%
                                 =======   ====    =======    ====     =======   ====
</TABLE>

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

<TABLE>
<CAPTION>


                                                       Years ended December 31,
                                                         1996              1995
<S>                                              <C>               <C> 
        Deferred tax assets:
         Adjustments to mortgage loans 
         and investment income                       $   5,321        $   5,420
         Adjustment to life reserves                    35,370           23,835
         Other                                             363            1,571
                                                   -----------        ---------
                                                        41,054           30,826

         Deferred tax liabilities:
          Deferred policy acquisition costs          $   1,437        $   1,637
          Fixed maturities discount                      9,816            8,745
          Unrealized appreciation on investments        72,979           82,352
    Other                                                  267              417
                                                   -----------       ----------
                                                        84,499           93,151
                                                     ---------         --------

          Net deferred tax liability                  $ 43,445         $ 62,325
                                                      ========         ========
</TABLE>

   (c)At  December  31,  1996,  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 1996,  1995,  and  1994  amounted  to  $25,353,000,
      $19,056,000, and $13,537,000, respectively.



                                      F-17
<PAGE>



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.

7.  Fair Value of Financial Instruments

   (a)Statement of Financial  Accounting  Standards 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.

      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
      market value are generally  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
      interest rates  currently being offered for similar  contracts  consistent
      with those remaining for the contracts being valued.



                                      F-18
<PAGE>




7.  Fair Value of Financial Instruments - (continued)

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

<TABLE>
<CAPTION>


           1996
                                                 FAIR      CARRYING
                                                 VALUE       AMOUNT
      ------------------------------------------------------------- 

<S>                                      <C>           <C>    

      Cash and short-term investments     $     62,059 $     62,059
      Fixed maturities                       4,636,022    4,636,022
      Equity securities                         33,689       33,689
      Mortgage and policy loans                533,981      524,533
      Interest rate cap                            226          283

      Policyholders' funds on deposit       $3,366,450   $3,308,208


</TABLE>
<TABLE>
<CAPTION>

          1995
                                                FAIR       CARRYING
                                                 VALUE       AMOUNT
      -------------------------------------------------------------
     <S>                                   <C>          <C>    
      
      Cash and short-term investments       $  105,153   $  105,153
      Fixed maturities                       4,434,329    4,434,329
      Equity securities                         28,935       28,935
      Mortgage and policy loans                489,768      459,691
      Interest rate cap                            433          510

      Policyholders' funds on deposit       $3,125,730   $3,060,581


</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.  During
      1996,  the Company paid a $50,000,000  dividend to American  International
      Group, Inc., the parent.

   (b)The  Company's  stockholders'  equity as  determined  in  accordance  with
      statutory  accounting  practices was $254,169,000 at December 31, 1996 and
      $257,910,000  at  December  31,  1995.  Statutory  net income  amounted to
      $48,474,000,  $49,059,000,  and  $21,226,000  for  1996,  1995  and  1994,
      respectively.


                                      F-19
<PAGE>


9.  Employee Benefits

   (a)The   Company   participates   with  its   affiliates   in  a   qualified,
      non-contributory,  defined  benefit  pension plan which is administered by
      the Parent. All qualified employees who have attained age 21 and completed
      twelve 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 limited to 44 years of credited service.  Prior to January 1, 1996
      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,  1996,  1995 and 1994  were
      approximately $241,000, $225,000 and $190,000,  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,
      1996 by $42,149,000.

   (b)The Parent also sponsors a voluntary  savings plan for domestic  employees
      (a 401(k)  plan),  which  during the two years ended  December  31,  1994,
      provided for salary  reduction  contributions  by  employees  and matching
      contributions  by the Parent up to 2 percent of annual salary.  Commencing
      January 1, 1995,  the 401(k) plan provided for matching  contributions  by
      the Parent of up to 6 percent of annual salary depending on the employee's
      years of service.

   (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  $73,866,000 at December
      31, 1996 and $73,171,000 at December 31, 1995.

   (d)In addition to the Parent's  defined  benefit pension plan, 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.

   (e)The  Parent  applies  APB  Opinion  25  "Accounting  for  Stock  issued to
      Employees"  and  related  interpretations  in  accounting  for its  plans.
      Employees  of the Company  participate  in certain  stock option and stock
      purchase  plans of the Parent.  In general,  under the stock  option plan,
      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 plan 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.
      The Parent has not  recognized  compensation  costs for either  plan.  The
      effect of the compensation costs, as determined consistent with
      FASB  123,  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.



                                      F-20
<PAGE>



10. Leases

   (a)The  Company  occupies  leased  space  in  many  locations  under  various
      long-term  leases  and  has  entered  into  various  leases  covering  the
      long-term  use of data  processing  equipment.  At December 31, 1996,  the
      future minimum lease payments under operating leases were as follows:

<TABLE>
<CAPTION>

          Year                          Payments
          <S>                          <C>  
           1997                         $ 1,035
           1998                             894   
           1999                             396
           2000                             220
           2001                             139
           Remaining years after 2001         -
                                        ---------

           Total                         $2,684
                                         ------
                                         ------
</TABLE>

      Rent expense  approximated  $866,000,  $661,000 and $801,000 for the years
      ended December 31, 1996, 1995 and 1994, respectively.

  (b)Sublease Income - The Company does not participate in sublease agreements.


11.  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 12).


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

                                                                             PERCENTAGE
                                                                             OF AMOUNT
     December 31, 1996                                                       ASSUMED
                                 GROSS       CEDED     ASSUMED    NET        TO NET
                               ---------------------------------------------------
     <S>                       <C>          <C>      <C>        <C>         <C>    

      Life Insurance in Force   $4,776,324  $638,583 $    3,282   $4,141,023   0.1%
                                 ========== ======== ==========   ==========

      Premiums:
       Life                         25,625    3,788          82       21,919   0.4%
       Accident and Health          20,553    6,729      22,009       35,833  61.4%
       Annuity                      92,441      721           -       91,720     -
                               ------------  --------- ----------  ---------- -------

      Total Premiums           $   138,619  $11,238   $ 22,091     $149,472   14.8%
                                =========== =========  =========   ==========
</TABLE>

                                      F-21
<PAGE>







11.  Reinsurance - (continued)
<TABLE>
<CAPTION>

                                                                             PERCENTAGE
                                                                             OF AMOUNT
     December 31, 1995                                                       ASSUMED
                               GROSS       CEDED     ASSUMED       NET       TO NET
                               ---------------------------------------------------
     <S>                      <C>         <C>       <C>         <C>          <C>   
      
      Life Insurance in Force  $4,415,460 $711,025  $    3,574   $3,708,009  0.2%
                               ==========  ========  ==========   ==========

      Premiums:
       Life                        25,938    3,368           6      22,576     -
       Accident and Health         22,136    8,034      20,822      34,924   59.6%
       Annuity                     27,496      639           -      26,857     -
                             ------------  ----------- --------   --------

      Total Premiums         $     75,570  $  12,041  $ 20,828  $   84,357   24.7%
                             ============  =========  =========  ===========
</TABLE>
<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>

   (b) The maximum amount retained on any one life by the Company is $1,000,000.

   (c)Reinsurance   recoveries,   which  reduced   death  and  other   benefits,
      approximated $7,176,000,  $7,667,000 and $6,720,000 respectively, for each
      of the years ended December 31, 1996, 1995 and 1994.

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

12.  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 $857,000 and
      $(2,000),  respectively,  for the year ended  December 31,  1996.  Premium
      income and  commission  ceded for 1995  amounted to $800,000 and $(3,000),
      respectively.  Premium  income and  commission  ceded for 1994 amounted to
      $574,000 and $(3,000), respectively.  Premium income and ceding commission
      expense  assumed from  affiliates  aggregated  $20,764,000 and $(120,000),
      respectively,   for  1996,   compared  to  $19,679,000   and   $(141,000),
      respectively,  for 1995, and  $19,331,000 and $98,000,  respectively,  for
      1994.

   (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  $5,142,000 in premiums
      relating to this business for 1996,  $4,080,000  for 1995,  and $3,952,000
      for 1994.



                                      F-22
<PAGE>


12.  Transactions with Related Parties - (continued)

   (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,  1996,   1995  and  1994,  the  Company  was  charged
      $24,204,000,  $19,148,000,  and  $17,401,000,  respectively,  for expenses
      attributed  to the Company but  incurred  by  affiliates.  During the same
      period, the Company received  reimbursements  from affiliates  aggregating
      $21,198,000, $20,920,000 and $19,505,000, respectively, for costs incurred
      by the Company but attributable to affiliates.

   (d)During  1995,  the  Company  sold  a  mortgage  loan  to AIG  Real  Estate
      Investment  and  Management  Company for the  aggregate  unpaid  principal
      balance of $5,000,000.


                                      
<PAGE>

 


                                     PART C


<PAGE>



                                     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.  (i)  Individual  Single Purchase Payment  Deferred  Variable
              Annuity Contracts#
         (ii) Individual  Single and Flexible  Premium (New  Contract)##


                    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)
       9.       Opinion  and Consent of Counsel  (filed  electronically
                herewith)
      10.  (i)  Consent of Counsel (filed electronically herewith)
            (ii) Consent of Independent  Accountants
                (filed electronically herewith)


      11.       Not Applicable

      12.       Agreement Governing Contribution*


      13.      Performance Data***

      14.       Powers of Attorney(filed electronically herewith)


         *    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 Amendmen
              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.

   
         ##  Incorporated by reference to Registrants  Post-Effective Amendment
               No.7  (File No. 33-39170), Filed May 1, 1996.
    


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(1)                           Chairman  of  the Board
Robert J. O'Connell(2)                         President
Michele L. Abruzzo(2)                          Senior  VicePresident
James A. Bambrick(2)                           Senior VicePresident
Howard Gunton(3)                               Vice President & Comptroller
Jeffrey M. Kestenbaum(2)                       Senior  VicePresident
Robert Liguori(3)                              Vice President and Counsel
Edward E. Matthews(1)                          Senior VicePresident - Finance
Jerome T. Muldowney(4)                         Vice  President 
Michael Mullin(3)                              Vice President
Nicholas A. O'Kulich(1)                        Vice  President &Treasurer
John R. Skar(3)                                Vice President & Chief Actuary
Gerald W. Wyndorf(2)                           Senior VicePresident
Elizabeth M. Tuck(1)                           Secretary Corporate
David J. Walsh(1)                              Vice President
   
Patrick J. Foley (1)                           Director
    
         (1)  Business address is:  70 Pine Street, New York, New York 10270
         (2)  Business address is:  80 Pine Street, New York, New York 10005
         (3)  Business address is:  One Alico Plaza, Wilmington, Delaware 19801
         (4)  Business address is:  One Chase Plaza, New York, New York 10005


<PAGE>





Directors                                Address

Peter J. Dalia                           20281 East Country Club Drive
                                         Apt. #2212
                                         Aventura, FL 33180

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


Cecil C. Gamwell III                    American International Group, Inc.
                                        80 Pine Street, 13th Floor
                                       New York, New York 10270


M.R. Greenberg                          American International Group, Inc.
                                        70 Pine Street,18th Floor
                                         New York, New York 10270


Jacob E. Hansen                          AIG Marketing, Inc.
                                         505 Carr Road
                                         Wilmington, Delaware

Jack R. Harnes                          American International Group, Inc.
                                        72 Wall Street , 1st Floor
                                        New York, New York 10270

John I. Howell                           Indian Rock Corporation
                                         P.O. Box 2606
                                          Greenwick, Connecticut, 06831

Jeffrey M. Kestenbaum                                              American
International Group, Inc.
                             80 Pine Street, 13th Floor
                             New York, New York 10270
  
Edwin A. G. Manton           American International Group, Inc.
                             70 Pine Street, 18th Floor
                             New York, New York 10270

Jerome T.Muldowney            American International Group, Inc.
                              One Chase  Manhattan  Plaza,  57th Floor
                              New  York,  New York 10005

Win J. Neuger                American International Group, Inc.
                             70 Pine Street, 17th Floor
                             New York, New York 10270

Robert J. O'Connell          American International Life Assurance
                             Company of New York
                             80 Pine Street, 13th Floor





Directors                                        Address

Nicholas A. O'Kulich         American International Group, Inc.
                             70 Pine Street, 17th  Floor
                             New York, New York 10270

John R.  Skar                American International Life
                             Assurance Company of New York
                             P.O. Box 667Wilmington, DE 19899

Ernest E. Stempel            American International Companies
                             70 Pine Street, 17th Floor

                             New York, New York 10270

   
David J. Walsh               Amaerican International Companies
                             70 Pine Street, 22nd Floor
    
                             New York, New York 10005

   
Gerald W. Wyndorf            American International Companies
                             80 Pine Street, 13th Floor
                             New York, New York 10005

Patrick J. Foley             American  International Life
                             Assurance Company of New York
                             70 Pine Street, 38th Floor
                             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.

   
         There were approximately 2,449 contractholders as of March 31, 1997.
    


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(1)         Director and President
             Kevin Clowe(2)                Director and  VicePresident
             Edward E. Matthews(1)         Director and Chairman of the Board
             Jerome T. Muldowney(3)        Director
             Robert J. O'Connell(1)        Director
             Ernest E. Stempel(2)          Director
             Kenneth F. Judkowitz(1)       Treasurer,Comptroller, Vice President
             Philomena Scamardella(1)      Vice President and Senior
                                           Compliance Officer
             Florence Davis(2)             Director and General Counsel
             Elizabeth M. Tuck(2)          Secretary
             Daniel Keith Kingsbury(2)     Vice President

             (1) Business address is:  80 Pine Street, New York, N Y 10270.
             (2) Business address is: 70 Pine Street, New York, NY 10270
             (3)  Business  address is: One Chase  Manhattan  Plaza,  57th Flr,
                  New York, NY 10005
    

                                    
<PAGE>

         c.                                      Net
              Name of           Underwriting    Compensation
              Principal         Discounts and   on Brokerage
              Underwriter          Commissions   Redemption         Commissions
              Compensation

              American International $ 20,363      $0                   $0
              Fund Distributors,
   
              Inc.                                              
                 
    


    Item 30.       Location of Accounts and Records.

         Kenneth F.  Judkowitz,  Assistant Vice President of the Company,  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.





    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.

   
              f.    Registrant   represents   that the fees and charges 
                    deducted under the contracts covered by  this registration
                    statement,  in the aggregate are  reasonable in relation 
                    to the services rendered, the expenses expected to be 
                    incurred, and the risks assumed by the company.
    



                                     II-11



<PAGE>

                                   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 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 26th day of April, 1997
    

                                             Variable Account A
                                                  Registrant


   
                    By:  /s/ Kenneth D. Walma
                         --------------------
                          Kenneth D Walma, Assistant 
                          Secretary and  Associate Counsel
    
                                             

                                By:  American International Life Assurance
                                             Company of New York
                                                    Depositor





<PAGE>
   



 Pursuant to the  requirements of the Securities Act of 1933, this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.
   Signature                         Title                  Date


   Nicholas A. O'Kulich*             Director          April 24,1997
  ----------------------------
   Nicholas A. O'Kulich

   Maurice R. Greenberg*             Director          April 14, 1997
  ----------------------------
   Maurice R.Greenberg

     Peter J. Dalia *                Director          April 16, 1997
   ---------------------------
     Peter J. Dalia


     Marion E. Fajen*                Director         April 21, 1997
    --------------------------
     Marion E. Fajen

   Cecil C. Gamwell, III*            Director         April 17, 1997
   ----------------------------
   Cecil C. Gamwell, III

   Jacob E. Hansen*                  Director         April 18, 1997
   -------------------
   Jacob E. Hansen

   Jack R. Harnes*                   Director         April 16, 1997
   -------------------
   Jack R. Harnes

   John I. Howell*                   Director         April 16, 1997
   -------------------
    John I. Howell

   Jeffrey M. Kestenbaum*            Director         April 16, 1997
   -----------------------------
   Jeffrey M. Kestenbaum

   Edwin A. G. Manton*               Director        April 12, 1997
   -------------------------
   Edwin A. G. Manton

   Jerome T. Muldowney*              Director      April 15, 1997
   ------------------------
   Jerome T. Muldowney

   Win J. Neuger*                     Director     April 15, 1997
   -----------------------
   Win J. Neuger

   John R. Skar*                      Director    April 14, 1997
   ----------------------
   John R. Skar

   Ernest E. Stempel*                 Director    April 15, 1997
   ----------------------
   Ernest E. Stempel
    


<PAGE>

   


     Signature                  Title                       Date


                               
   David J. Walsh*
   --------------------         Director              April 15, 1997
   David J. Walsh

   Gerald W. Wyndorf*           Director              April 15, 1997
   ----------------------
   Gerald W. Wyndorf

   Robert J. O'Connell*         Director              April 16, 1997
   -----------------------
   Robert J. O'Connell

   Patrick J. Foley*            Director              April 14, 1997
   ---------------------
   Patrick J. Foley
                        

   Howard E. Gunton, Jr.        Director             April 15, 1997
   --------------------         
   Howard E. Gunton, Jr.  



                                     By:   /s/ Kenneth  D.  Walma
                                     ----------------------------
                                     Kenneth D. Walma,
                                     Attorney in Fact
    


















<PAGE>






                                      EXHIBITS TO
                                AMENDMENT NUMBER __ TO
                                       FORM N-4
                                          FOR
                                  VARIABLE ACCOUNT A






EXHIBIT                                                     PAGE

9            Opinion of Counsel

10   (i)     Consent of Counsel
     (ii)    Consent of Independent Accountants
14           Powers of Attorney  


<PAGE>



<PAGE>
LIMITED POWER OF ATTORNEY



           KNOW ALL MEN BY THESE PRESENT, that I, MARION E. FAJEN, a Director of
American  International  Life Assurance  Company of New York, a corporation duly
organized  under the laws of the State of New York,  do hereby  appoint Kenneth
D. Walma as my attorney and agent,  for me, and in my name as a Director of this
Company on behalf of the  company  or  otherwise,  with full  power to  execute,
delivery and file with the  Securities  and Exchange  Commission  all  documents
required for  registration  of a security  under the  Securities Act of 1933, as
amended,  and the  Investment  Company Act of 1940,  as  amended,  and to do and
perform each and every act that said attorney may deem necessary or advisable to
comply with the intent of the aforesaid Acts.

           WITNESS my hand and seal this 21th day of April, 1997

WITNESS:

/s/ Catherine L. Fajen           /s/ Marion E. Fajen
- ------------------           ------------------
Catherine L. Fajen                  Marion E. Fajen
                                     
<PAGE>
LIMITED POWER OF ATTORNEY



   KNOW ALL MEN BY THESE PRESENT, that I,  NICHOLAS A. O'KULICH, a Director of
American  International  Life Assurance  Company of New York, a corporation duly
organized  under the laws of the State of New York,  do hereby  appoint Kenneth
D. Walma as my attorney and agent,  for me, and in my name as a Director of this
Company on behalf of the  company  or  otherwise,  with full  power to  execute,
delivery and file with the  Securities  and Exchange  Commission  all  documents
required for  registration  of a security  under the  Securities Act of 1933, as
amended,  and the  Investment  Company Act of 1940,  as  amended,  and to do and
perform each and every act that said attorney may deem necessary or advisable to
comply with the intent of the aforesaid Acts.

           WITNESS my hand and seal this 24th day of April, 1997

WITNESS:

/s/ Carolyn Grossi           /s/ Nicholas A. O'Kulich
- ------------------                ------------------
Carolyn Grossi                   Nicholas A. O'Kulich


<PAGE>
 LIMITED POWER OF ATTORNEY
   


           KNOW ALL MEN BY THESE PRESENT, that I,  JACK R. HARNES, a Director of
American  International  Life Assurance  Company of New York, a corporation duly
organized  under the laws of the State of New York,  do hereby  appoint Kenneth
D. Walma as my attorney and agent,  for me, and in my name as a Director of this
Company on behalf of the  company  or  otherwise,  with full  power to  execute,
delivery and file with the  Securities  and Exchange  Commission  all  documents
required for  registration  of a security  under the  Securities Act of 1933, as
amended,  and the  Investment  Company Act of 1940,  as  amended,  and to do and
perform each and every act that said attorney may deem necessary or advisable to
comply with the intent of the aforesaid Acts.

           WITNESS my hand and seal this 16th day of April, 1997

WITNESS:

/s/ Carolyn Grossi           /s/ Jack R. Harnes
- ------------------           ------------------
Carolyn Grossi                   Jack R. Harnes
    

                                     
<PAGE>
                           LIMITED POWER OF ATTORNEY
   


           KNOW ALL MEN BY THESE PRESENT, that I,  PETER J. DALIA, a Director of
American  International  Life Assurance  Company of New York, a corporation duly
organized  under the laws of the State of New York,  do hereby  appoint Kenneth
D. Walma as my attorney and agent,  for me, and in my name as a Director of this
Company on behalf of the  company  or  otherwise,  with full  power to  execute,
delivery and file with the  Securities  and Exchange  Commission  all  documents
required for  registration  of a security  under the  Securities Act of 1933, as
amended,  and the  Investment  Company Act of 1940,  as  amended,  and to do and
perform each and every act that said attorney may deem necessary or advisable to
comply with the intent of the aforesaid Acts.

           WITNESS my hand and seal this 16th day of April, 1997

WITNESS:

/s/June M Romia     /s/          Peter J. Dalia
- ------------------           ------------------
June M. Romia                   Peter J. Dalia

    

<PAGE>

   

                         LIMITED POWER OF ATTORNEY

       KNOW  ALL MEN BY THESE  PRESENT,  that I, C.C. GAMWELL, III  a
Director  of  American  International  Life  Assurance  Company  of New York,  a
corporation  duly  organized  under the laws of the State of New York, do hereby
appoint Kenneth D.Walma as my attorney and agent,  for me, and in my name as a
Director of this Company on behalf of the company or otherwise,  with full power
to execute,  delivery and file with the Securities  and Exchange  Commission all
documents  required for  registration  of a security under the Securities Act of
1933, as amended,  and the Investment Company Act of 1940, as amended, and to do
and  perform  each and  every  act that  said  attorney  may deem  necessary  or
advisable to comply with the intent of the aforesaid Acts.

           WITNESS my hand and seal this 17th  day of April, 1997.

WITNESS:

/s/Henry C.T. Hsiang                 /s/ C.C. Gamwell, III
- ---------------------                   ----------------------
Henry C.T. Hsiang                       C.C. Gamwell, III

    

<PAGE>

   
                         LIMITED POWER OF ATTORNEY

       KNOW  ALL MEN BY THESE  PRESENT,  that I, PATRICK J. FOLEY  a
Director  of  American  International  Life  Assurance  Company  of New York,  a
corporation  duly  organized  under the laws of the State of New York, do hereby
appoint Kenneth D.Walma as my attorney and agent,  for me, and in my name as a
Director of this Company on behalf of the company or otherwise,  with full power
to execute,  delivery and file with the Securities  and Exchange  Commission all
documents  required for  registration  of a security under the Securities Act of
1933, as amended,  and the Investment Company Act of 1940, as amended, and to do
and  perform  each and  every  act that  said  attorney  may deem  necessary  or
advisable to comply with the intent of the aforesaid Acts.

           WITNESS my hand and seal this 14th day of April, 1997.

WITNESS:

/s/Judy Pirouz                     /s/ Patrick J. Foley
- --------------                     --------------------
Judy Pirouz                        Patrick J. Foley
    


<PAGE>
   



                            LIMITED POWER OF ATTORNEY


           KNOW  ALL MEN BY THESE  PRESENT,  that I,  MAURICE  R.  GREENBERG,  a
Director  of  American  International  Life  Assurance  Company  of New York,  a
corporation  duly  organized  under the laws of the State of New York, do hereby
appoint Kenneth D.Walma as my attorney and agent,  for me, and in my name as a
Director of this Company on behalf of the company or otherwise,  with full power
to execute,  delivery and file with the Securities  and Exchange  Commission all
documents  required for  registration  of a security under the Securities Act of
1933, as amended,  and the Investment Company Act of 1940, as amended, and to do
and  perform  each and  every  act that  said  attorney  may deem  necessary  or
advisable to comply with the intent of the aforesaid Acts.

           WITNESS my hand and seal this 14th day of April, 1997.

WITNESS:

/s/ Carolyn Grossi           /s/ Maurice R. Greenberg
- ------------------           ------------------------
Carolyn Grossi                    Maurice R. Greenberg


    

<PAGE>

   


                            LIMITED POWER OF ATTORNEY


           KNOW  ALL MEN BY  THESE  PRESENT,  that  I,  HOWARD E.GUNTON, JR., 
Chief Accounting Officer of American International Life Assurance Company of New
York,a corporation  duly organized under the laws of the State of New York, do
hereby appoint Kenneth D. Walma as my attorney and agent,  for me, and in my
name as a Director of this Company on behalf of the company or otherwise,  with
full power to execute,  delivery and file with the Securities  and Exchange
Commission all documents  required for  registration  of a security under the
Securities Act of 1933, as amended,  and the Investment Company Act of 1940, as
amended, and to do and  perform  each and  every  act that  said  attorney  may
deem  necessary  or advisable to comply with the intent of the aforesaid Acts.

           WITNESS my hand and seal this 15th day of April, 1997.

WITNESS:

/s/ Kathleen E. Baker           /s/ Howard E. Gunton, Jr.
- ---------------------            ---------------------
Kathleen E. Baker                   Howard E. Gunton, Jr.



    

                                     

<PAGE>

   





                            LIMITED POWER OF ATTORNEY


        KNOW ALL MEN BY THESE PRESENT, that I, JEFFREY M. KESTENBAUM, a Director
of American International Life Assurance Company of New York, a corporation duly
organized  under the laws of the State of New York,  do hereby  appoint Kenneth
D. Walma as my attorney and agent,  for me, and in my name as a Director of this
Company on behalf of the  company  or  otherwise,  with full  power to  execute,
delivery and file with the  Securities  and Exchange  Commission  all  documents
required for  registration  of a security  under the  Securities Act of 1933, as
amended,  and the  Investment  Company Act of 1940,  as  amended,  and to do and
perform each and every act that said attorney may deem necessary or advisable to
comply with the intent of the aforesaid Acts.

           WITNESS my hand and seal this 16th day of April, 1997.

WITNESS:

/s/ Carolyn Grossi          /s/ Jeffrey  M. Kestenbaum
- ------------------          ----------------------
Carolyn Grossi                 Jeffrey M. Kestenbaum

    


<PAGE>

   


                            LIMITED POWER OF ATTORNEY


           KNOW ALL MEN BY THESE PRESENT, that I, JACOB E. HANSEN, a Director
of American International Life Assurance Company of New York, a corporation duly
organized  under the laws of the State of New York,  do hereby  appoint Kenneth
D. Walma as my attorney and agent,  for me, and in my name as a Director of this
Company on behalf of the  company  or  otherwise,  with full  power to  execute,
delivery and file with the  Securities  and Exchange  Commission  all  documents
required for  registration  of a security  under the  Securities Act of 1933, as
amended,  and the  Investment  Company Act of 1940,  as  amended,  and to do and
perform each and every act that said attorney may deem necessary or advisable to
comply with the intent of the aforesaid Acts.

           WITNESS my hand and seal this 16th day of April, 1997.

WITNESS:

/s/ Carolyn Grossi          /s/ Jacob E. Hansen
- ------------------          ----------------------
Carolyn Grossi                 Jacob E. Hansen
    

<PAGE>

   

                            LIMITED POWER OF ATTORNEY


           KNOW ALL MEN BY THESE PRESENT, that I, EDWIN A. G. MANTON, a Director
of American International Life Assurance Company of New York, a corporation duly
organized  under the laws of the State of New York,  do hereby  appoint Kenneth
D. Walma as my attorney and agent,  for me, and in my name as a Director of this
Company on behalf of the  company  or  otherwise,  with full  power to  execute,
delivery and file with the  Securities  and Exchange  Commission  all  documents
required for  registration  of a security  under the  Securities Act of 1933, as
amended,  and the  Investment  Company Act of 1940,  as  amended,  and to do and
perform each and every act that said attorney may deem necessary or advisable to
comply with the intent of the aforesaid Acts.

           WITNESS my hand and seal this 12th day of April, 1997.

WITNESS:

/s/ Judith Caruso                   /s/ Edwin A. G. Manton
- -----------------                   ----------------------
Judith Caruso                       Edwin A. G. Manton


    

<PAGE>
   

   LIMITED POWER OF ATTORNEY


           KNOW  ALL MEN BY  THESE  PRESENT,  that I,  JEROME  T.  MULDOWNEY,  a
Director  of  American  International  Life  Assurance  Company  of New York,  a
corporation  duly  organized  under the laws of the State of New York, do hereby
appoint Kenneth D. Walma as my attorney and agent,  for me, and in my name as a
Director of this Company on behalf of the company or otherwise,  with full power
to execute,  delivery and file with the Securities  and Exchange  Commission all
documents  required for  registration  of a security under the Securities Act of
1933, as amended,  and the Investment Company Act of 1940, as amended, and to do
and  perform  each and  every  act that  said  attorney  may deem  necessary  or
advisable to comply with the intent of the aforesaid Acts.

           WITNESS my hand and seal this 15th day of April, 1997.

WITNESS:

/s/ Carolyn Grossi              /s/ Jerome T. Muldowney
- ------------------              -----------------------
Carolyn Grossi                 Jerome T. Muldowney

    


<PAGE>

   


                            LIMITED POWER OF ATTORNEY


           KNOW ALL MEN BY THESE PRESENT,  that I, WIN J. NEUGER,  a Director of
American  International  Life Assurance  Company of New York, a corporation duly
organized  under the laws of the State of New York,  do hereby  appoint Kenneth
D. Walma as my attorney and agent,  for me, and in my name as a Director of this
Company on behalf of the  company  or  otherwise,  with full  power to  execute,
delivery and file with the  Securities  and Exchange  Commission  all  documents
required for  registration  of a security  under the  Securities Act of 1933, as
amended,  and the  Investment  Company Act of 1940,  as  amended,  and to do and
perform each and every act that said attorney may deem necessary or advisable to
comply with the intent of the aforesaid Acts.

           WITNESS my hand and seal this 15th day of April, 1997.

WITNESS:

/s/ Carolyn Grossi                   /s/ Win J. Neuger
- ------------------                   -----------------
Carolyn Grossi                       Win J. Neuger


    

<PAGE>

   





                            LIMITED POWER OF ATTORNEY


           KNOW ALL MEN BY THESE PRESENT, that I, ROBERT J. O'CONNELL, Director,
Chief Executive Officer and President of American  International  Life Assurance
Company of New York, a corporation  duly  organized  under the laws of the State
of New York, do hereby appoint Kenneth D. Walma as my attorney and agent,  for
me, and in my name as a Director of this Company on behalf of the company or
otherwise,  with full power to execute,  delivery and file with the Securities
and Exchange  Commission alldocuments  required for  registration  of a security
under the Securities Act of 1933, as amended,  and the Investment Company Act of
1940, as amended, and to do and  perform  each and  every  act that  said
attorney  may deem  necessary  or  advisable to comply with the intent of the
aforesaid Acts.

           WITNESS my hand and seal this 16th day of April, 1997.
WITNESS:

/s/ Carolyn Grossi                  /s/ Robert J. O'Connell
- ------------------                  -----------------------
Carolyn Grossi                       Robert J. O'Connell

    






<PAGE>
   






                            LIMITED POWER OF ATTORNEY


           KNOW ALL MEN BY THESE PRESENT,  that I, JOHN R. SKAR, a Director,
of American  International Life Assurance Company of New York, a corporation
duly organized under the laws of the State of New York, do hereby appoint
Kenneth D. Walma as my attorney and agent,  for me, and in my name as a Director
of this Company on behalf of the company or  otherwise,  with full power to
execute,  delivery  and file with the  Securities  and  Exchange Commission
all  documents  required for  registration  of a security  under the Securities
Act of 1933, as amended,  and the Investment  Company Act of 1940, as amended,
and to do and perform  each and every act that said  attorney may deem
necessary or advisable to comply with the intent of the aforesaid Acts.

           WITNESS my hand and seal this 14th day of April 1997.
WITNESS:

/s/Carol L. Norris                 /s/ John R. Skar
- -----------------                  ----------------
Carol L. Norris                    John R. Skar

    


<PAGE>

   
                            LIMITED POWER OF ATTORNEY


           KNOW ALL MEN BY THESE PRESENT,  that I, ERNEST E. STEMPEL, a Director
of American International Life Assurance Company of New York, a corporation duly
organized  under the laws of the State of New York,  do hereby  appoint Kenneth
D. Walma as my attorney and agent,  for me, and in my name as a Director of this
Company on behalf of the  company  or  otherwise,  with full  power to  execute,
delivery and file with the  Securities  and Exchange  Commission  all  documents
required for  registration  of a security  under the  Securities Act of 1933, as
amended,  and the  Investment  Company Act of 1940,  as  amended,  and to do and
perform each and every act that said attorney may deem necessary or advisable to
comply with the intent of the aforesaid Acts.

           WITNESS my hand and seal this 15th day of April, 1997.
WITNESS:

/s/ Carolyn Grossi           /s/ Ernest E. Stempel
- ------------------           ---------------------
Carolyn Grossi                 Ernest E. Stempel


    

<PAGE>
   


                            LIMITED POWER OF ATTORNEY


           KNOW ALL MEN BY THESE PRESENT,  that I, GERALD W. WYNDORF, a Director
of American International Life Assurance Company of New York, a corporation duly
organized  under the laws of the State of New York,  do hereby  appoint Kenneth
D. Walma as my attorney and agent,  for me, and in my name as a Director of this
Company on behalf of the  company  or  otherwise,  with full  power to  execute,
delivery and file with the  Securities  and Exchange  Commission  all  documents
required for  registration  of a security  under the  Securities Act of 1933, as
amended,  and the  Investment  Company Act of 1940,  as  amended,  and to do and
perform each and every act that said attorney may deem necessary or advisable to
comply with the intent of the aforesaid Acts.

           WITNESS my hand and seal this 15th day of April, 1997.

WITNESS:

/s/ Carolyn Grossi           /s/ Gerald W. Wyndorf
- ------------------           ---------------------
Carolyn Grossi                   Gerald W. Wyndorf

    


<PAGE>
   



                            LIMITED POWER OF ATTORNEY


           KNOW ALL MEN BY THESE PRESENT,  that I, DAVID J. WALSH, a Director of
American  International  Life Assurance  Company of New York, a corporation duly
organized  under the laws of the State of New York,  do hereby  appoint Kenneth
D. Walma as my attorney and agent,  for me, and in my name as a Director of this
Company on behalf of the  company  or  otherwise,  with full  power to  execute,
delivery and file with the  Securities  and Exchange  Commission  all  documents
required for  registration  of a security  under the  Securities Act of 1933, as
amended,  and the  Investment  Company Act of 1940,  as  amended,  and to do and
perform each and every act that said attorney may deem necessary or advisable to
comply with the intent of the aforesaid Acts.

           WITNESS my hand and seal this 15th day of April, 1997.

WITNESS:

/s/ Carolyn Grossi                           /s/ David J. Walsh
- ---------------------                        ------------------
Carolyn Grossi                               David J. Walsh
    

<PAGE>
   

                    LIMITED POWER OF ATTORNEY


           KNOW ALL MEN BY THESE PRESENT,  that I, JOHN I. HOWELL, a Director of
American  International  Life Assurance  Company of New York, a corporation duly
organized  under the laws of the State of New York,  do hereby  appoint Kenneth
D. Walma as my attorney and agent,  for me, and in my name as a Director of this
Company on behalf of the  company  or  otherwise,  with full  power to  execute,
delivery and file with the  Securities  and Exchange  Commission  all  documents
required for  registration  of a security  under the  Securities Act of 1933, as
amended,  and the  Investment  Company Act of 1940,  as  amended,  and to do and
perform each and every act that said attorney may deem necessary or advisable to
comply with the intent of the aforesaid Acts.

           WITNESS my hand and seal this 16th day of April, 1997.

WITNESS:

/s/ Joan H. Nixon                      /s/ John I. Howell
- ---------------------                        ------------------
Joan H. Nixon                               John I.Howell

    




                               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.4 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
                                                        Associate Counsel





                                 EXHIBIT 10(i)
                              Consent of Counsel

<PAGE>


[LETTERHEAD]





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 Information Contained in Post Effective 
Amendment No. 4 to the Registration Statement on Form N-4(File No. 33-58502)
filed byAmerican 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




<PAGE>


                                EXHIBIT 10(ii)
                      Consent of Independent Accountants

<PAGE>




                                                         Exhibit 10 (ii)


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the following with respect of Post-effective  Amendment No.
4 to the Registration Statement (No. 33-58502) 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 20, 1997  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 20, 1997  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 20, 1997 relating to our audits of
      the  financial  statements  of American International Life Assurance
      Company and 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
April 22, 1997



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