VARIABLE ACCOUNT II AIG LIFE INSURANCE CO
S-6/A, 1997-10-27
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   Filed with the Securities and Exchange Commission on October 27, 1997.

                                       Registration No. 333-34199

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM S-6

                          PRE-EFFECTIVE AMENDMENT NO. 1 TO
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

   A.    Exact name of trust:    Variable Account II

   B.    Name of depositor:      AIG Life Insurance Company

   C.    Complete address of depositor's principal executive offices:
         One Alico Plaza, P.O. Box 667, Wilmington, Delaware 19899 

   D.    Name and address of agent for service:
         Robert Liguori, Vice President and General Counsel
         AIG Life Insurance Company
         One Alico Plaza
         P.O. Box 667
         Wilmington, DE 19899
<PAGE>
         COPIES TO:
         Michael Berenson, Esq.         and    Florence Davis, Esq.
         Jorden Burt Berenson & Johnson LLP    American International
         Suite 400 East                                Group, Inc.
         1025 Thomas Jefferson St., NW         70 Pine Street
         Washington, D.C.  20007-0805          New York, N.Y.  10270

         It is proposed that this filing will become effective:

         _____  immediately upon filing pursuant to paragraph (b) of Rule 485
         _____  on ____________, 1997, pursuant to paragraph (b) of Rule 485
         _____  60 days after filing pursuant to paragraph (a)(1) of Rule 485
         _____  on _________ pursuant to paragraph (a)(1) of Rule 485
                


         If appropriate, check the following box:

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

   E.    Title and amount of securities being registered:
         Group Flexible Premium Variable Universal Life Insurance Policies.

   F.    N/A

   G.    Amount of Filing Fee:






         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 TO ITEMS REQUIRED

                                 BY FORM N-8B-2


   N-8B-2 Item                               Caption in Prospectus 

   1 . . . . . . . . . . . . . . . . . . . . .     The Company, The Separate
                                                   Account
   2 . . . . . . . . . . . . . . . . . . . . .     The Company
   3 . . . . . . . . . . . . . . . . . . . . .     Not Applicable
   4 . . . . . . . . . . . . . . . . . . . . .     Distribution of Policy
   5 . . . . . . . . . . . . . . . . . . . . .     The Separate Account 
   6(a)  . . . . . . . . . . . . . . . . . . .     Not Applicable
   6(b)  . . . . . . . . . . . . . . . . . . .     Not Applicable
   9 . . . . . . . . . . . . . . . . . . . . .     Legal Proceedings
   10  . . . . . . . . . . . . . . . . . . . .     The Policy
   11  . . . . . . . . . . . . . . . . . . . .     The Separate Account, The
                                                   Funds and the Investment
                                                   Advisors
   12  . . . . . . . . . . . . . . . . . . . .     The Separate Account, The
                                                   Funds and the Investment
                                                   Advisors
   13  . . . . . . . . . . . . . . . . . . . .     Charges and Deductions
   14  . . . . . . . . . . . . . . . . . . . .     The Policy
   15  . . . . . . . . . . . . . . . . . . . .     The Separate Account
   16  . . . . . . . . . . . . . . . . . . . .     The Separate Account, The
                                                   Funds and the Investment
                                                   Advisors
   17  . . . . . . . . . . . . . . . . . . . .     The Policy
   18  . . . . . . . . . . . . . . . . . . . .     The Policy
   19  . . . . . . . . . . . . . . . . . . . .     Not Applicable
   20  . . . . . . . . . . . . . . . . . . . .     Not Applicable
   21  . . . . . . . . . . . . . . . . . . . .     Not Applicable
   22  . . . . . . . . . . . . . . . . . . . .     Not Applicable
   23  . . . . . . . . . . . . . . . . . . . .     Not Applicable
   24  . . . . . . . . . . . . . . . . . . . .     Not Applicable
   25  . . . . . . . . . . . . . . . . . . . .     The Company
   26  . . . . . . . . . . . . . . . . . . . .     Not Applicable
   27  . . . . . . . . . . . . . . . . . . . .     The Company
   28  . . . . . . . . . . . . . . . . . . . .     The Company
   29  . . . . . . . . . . . . . . . . . . . .     The Company
   30  . . . . . . . . . . . . . . . . . . . .     The Company
   31  . . . . . . . . . . . . . . . . . . . .     Not Applicable
   32  . . . . . . . . . . . . . . . . . . . .     Not Applicable
   33  . . . . . . . . . . . . . . . . . . . .     Not Applicable
   34  . . . . . . . . . . . . . . . . . . . .     Not Applicable
<PAGE>
   35  . . . . . . . . . . . . . . . . . . . .     The Company
   37  . . . . . . . . . . . . . . . . . . . .     Not Applicable
   38  . . . . . . . . . . . . . . . . . . . .     Distribution of Policy
   39  . . . . . . . . . . . . . . . . . . . .     Distribution of Policy
   40  . . . . . . . . . . . . . . . . . . . .     Not Applicable
   41(a) . . . . . . . . . . . . . . . . . . .     Distribution of Policy
   42  . . . . . . . . . . . . . . . . . . . .     Not Applicable
   43  . . . . . . . . . . . . . . . . . . . .     Not Applicable
   44  . . . . . . . . . . . . . . . . . . . .     The Policy
   45  . . . . . . . . . . . . . . . . . . . .     Not Applicable
   46  . . . . . . . . . . . . . . . . . . . .     The Policy
   47  . . . . . . . . . . . . . . . . . . . .     Not Applicable
   48  . . . . . . . . . . . . . . . . . . . .     Not Applicable
   49  . . . . . . . . . . . . . . . . . . . .     Not Applicable
   50  . . . . . . . . . . . . . . . . . . . .     Not Applicable
   51  . . . . . . . . . . . . . . . . . . . .     The Company, The Policy
   52  . . . . . . . . . . . . . . . . . . . .     The Funds and the
                                                   Investment Advisors
   53  . . . . . . . . . . . . . . . . . . . .     Tax Considerations
   54  . . . . . . . . . . . . . . . . . . . .     Financial Statements 
   55  . . . . . . . . . . . . . . . . . . . .     Not Applicable
<PAGE>







        Group Flexible Premium Variable Universal Life Insurance Policies

                               VARIABLE ACCOUNT II
                          of AIG LIFE INSURANCE COMPANY
                         One Alico Plaza, P.O. Box 8718
                              Wilmington, DE 19899
                                 1-800-340-2765


         This prospectus describes a group flexible premium variable universal
   life insurance policy (the "Policy") offered by AIG Life Insurance Company
   (the "Company").  The Policy provides insurance protection for individuals
   within groups under sponsored arrangements.  Sponsored arrangements may
   include, for example, those instances where an employer, a financial
   institution, an association, or group otherwise permitted by state
   insurance law, allows the Company to sell policies to, respectively, its
   employees, depositors, or members.  An Owner may be issued a certificate as
   evidence of individual insured coverage under a group arrangement.  The
   description of the Policy in this Prospectus is fully applicable to any
   certificate that may be issued under the Policy.  As used herein the word
   "Policy" includes any such certificate.

         The Policy is designed to provide lifetime insurance protection on
   the named Insured and at the same time provide flexibility to vary the
   amount and timing of Premiums and to change the amount of Death Benefit
   payable.  This flexibility allows You as Owner to provide for changing
   insurance needs under a single life insurance product.

         You also have the opportunity to allocate Net Premiums and Account
   Value to one or more Subaccounts of Variable Account II (the "Separate
   Account") and the Company's general account (the "Guaranteed Account,"
   collectively with the Separate Account, the "Accounts") within limits. 
   This Prospectus generally describes only that portion of the Account Value
   allocated to the Separate Account.  For a brief summary of the Guaranteed
   Account, see "The Guaranteed Account," page ___.

         The assets of each Subaccount 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 and Growth and Income
   Portfolio of the ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC. ("Alliance
   Fund"); the VIP High Income Portfolio, VIP Growth Portfolio, VIP Money
   Market Portfolio and VIP Overseas Portfolio of the FIDELITY INVESTMENTS
   VARIABLE INSURANCE PRODUCTS FUND ("Fidelity Fund"); the VIP II Asset
   Manager Portfolio and VIP II Investment Grade Bond Portfolio of the
   FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUND II ("Fidelity Fund
   II"); the Small Company Stock Portfolio of the DREYFUS VARIABLE INVESTMENT
   FUND ("Dreyfus Fund"); the Worldwide Hard Assets Fund and Worldwide
   Balanced Fund of the VAN ECK INVESTMENT TRUST ("Van Eck Funds"); the Short-
   Term Retirement Portfolio, Medium-Term Retirement Portfolio and Long-Term
   Retirement Portfolio of the TOMORROW FUNDS RETIREMENT TRUST ("Tomorrow
   Funds"); and the DREYFUS STOCK INDEX FUND.

                                        5
<PAGE>







         The accompanying prospectuses for Alliance Fund, Fidelity Fund,
   Fidelity Fund II, Dreyfus Fund, Dreyfus Stock Index Fund, Tomorrow Funds
   and Van Eck Funds (collectively, the "Funds") describe their respective
   portfolios, including the risks of investing in the Funds, and provide
   other information on the Funds and on their managers.

         The Policy provides for a Net Cash Surrender Value that can be
   obtained by surrender.  Because this value is based on the investment
   performance of the Subaccounts, to the extent of allocations to the
   Separate Account, there is no guaranteed Net Cash Surrender Value.  If the
   Net Cash Surrender Value is insufficient to cover the charges due, coverage
   will lapse without value.  The Policy also provides for loans and permits
   partial surrenders within limits.

         It may not be advantageous to replace existing insurance with the
   Policy.  Within certain limits, you may return the Policy or exchange it
   for another life insurance policy issued by the Company with benefits that
   do not vary with the investment results of a separate account.  A Policy
   may be returned according to the terms of its Period to Examine and Cancel
   (see "Period to Examine and Cancel Policy," page __), during which time Net
   Premium payments allocated to the Separate Account will be invested in the
   Money Market Subaccount.

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
   SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON 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 OR 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.

         THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY OR PRECEDED BY A
   CURRENT PROSPECTUS FOR EACH OF THE ALLIANCE FUND, FIDELITY FUND, FIDELITY
   FUND II, DREYFUS FUND, DREYFUS STOCK INDEX FUND, TOMORROW FUNDS AND VAN ECK
   FUNDS, AS IDENTIFIED ABOVE.

         THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.

                       Date of Prospectus: _____________, 1997

   Distributor:
   AIG Equity Sales Corp.
   Attention: Variable Products
   80 Pine Street
   New York, New York 10270
   1-800-888-7485



                                        6
<PAGE>







                                TABLE OF CONTENTS                         Page

   DEFINITIONS OF TERMS      . . . . . . . . . . . . . . . . . . . . . . . .

   SUMMARY OF THE POLICY     . . . . . . . . . . . . . . . . . . . . . . . .

   PERFORMANCE INFORMATION   . . . . . . . . . . . . . . . . . . . . . . . .

   INFORMATION ABOUT THE COMPANY, THE SEPARATE ACCOUNT 
         AND THE FUNDS       . . . . . . . . . . . . . . . . . . . . . . . .

   PREMIUMS AND ALLOCATIONS  . . . . . . . . . . . . . . . . . . . . . . . .

   GUARANTEED ACCOUNT        . . . . . . . . . . . . . . . . . . . . . . . .

   CHARGES AND DEDUCTION     . . . . . . . . . . . . . . . . . . . . . . . .

   SHOW YOUR ACCOUNT VALUE VARIES  . . . . . . . . . . . . . . . . . . . . .

   DEATH BENEFIT AND CHANGES IN FACE AMOUNT  . . . . . . . . . . . . . . . .

   CASH BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

   ILLUSTRATIONS OF ACCOUNT VALUES, NET CASH SURRENDER VALUES, DEATH   . . .

   BENEFITS AND ACCUMULATED PREMIUMS . . . . . . . . . . . . . . . . . . . .

   OTHER POLICY BENEFITS AND PROVISIONS  . . . . . . . . . . . . . . . . . .

   TAX CONSIDERATIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . .

   SUPPLEMENTAL BENEFITS AND RIDERS  . . . . . . . . . . . . . . . . . . . .

   MANAGEMENT OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . .

   DISTRIBUTION OF POLICY  . . . . . . . . . . . . . . . . . . . . . . . . .

   OTHER POLICIES ISSUED BY THE COMPANY  . . . . . . . . . . . . . . . . . .

   STATE REGULATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .

   LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . .

   EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

   LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

   PUBLISHED RATINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . .

   FINANCIAL STATEMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . .

   APPENDICES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

                                        7
<PAGE>








                              DEFINITIONS OF TERMS

   Administrative Office.  One Alico Plaza, Wilmington, DE 19801

   Account Value.  The total amount in the Accounts credited to a Policy.  The
   Account Value is described on page ___.
   
   Allocation Date.  The first business day after the Period to Examine and
   Cancel expires.  The Period to Examine and Cancel is described on page
   _____.
    
   Attained Age.  The Insured's age on the Policy Date plus the number of full
   years since the Policy Date.

   Beneficiary.  The person(s) who is entitled to the Insurance Benefit of
   this Policy.

   Cash Surrender Value.  Account Value less any applicable surrender charge
   that would be deducted upon surrender.

   Company, We, Our, Us.  AIG Life Insurance Company

   Death Benefit.  The amount of money payable to the Beneficiary if the
   Insured dies while coverage is in force.  The calculation of the Death
   Benefit is described on page __.

   Face Amount.  The amount of insurance specified by the Owner and from which
   the Death 
   Benefit will be determined.  The initial Face Amount is shown in the Policy
   application.

   Grace Period.  The period of time following a Monthly Anniversary during
   which this Policy will continue in force while the Net Cash Surrender Value
   is not sufficient to cover the total monthly deduction then due.

   Guaranteed Account.  An account within the general account which consists
   of all of the Company's assets other than the assets of the Separate
   Account and any other separate accounts of the Company.

   Insured.  The person whose life is covered by the Policy.

   Issue Date.  The date the Policy is issued.  It may be a later date than
   the Policy Date if the initial Premium is received at Our Administrative
   Office and invested before underwriting has been completed.  Once issued,
   Policy coverage is retroactive to the Policy Date.  The Issue Date is used
   to measure contestability periods.  See page __.

   Loan Account.  The portion of the Account Value held in the Guaranteed
   Account as collateral for Policy loans.  See page __.

   Maturity Date.  The first Policy Anniversary following the Insured's
   attained age 99.

                                        8
<PAGE>







   Monthly Anniversary.  The same day as the Policy Date for each succeeding
   month.  If the Policy Date is the 29th, 30th or 31st of a month, in any
   month that has no such day, the Monthly Anniversary is deemed to be the
   last day of that month.  The monthly deduction is deducted on each Monthly
   Anniversary.

   Net Cash Surrender Value.  The Cash Surrender Value less any Outstanding
   Loans.

   Net Premium.  A Premium less any expense charges deducted from the Premium.

   See page __.

   Outstanding Loan.  The total amount of Policy loans, including both
   principal and accrued interest.

   Owner, You, Your.  The person who purchased the Policy as shown in the
   application, unless later changed.  The Owner may be someone other than the
   Insured.

   Planned Periodic Premium.  The Premium designated at the time of
   application as the amount planned to be paid at specific intervals until
   the Maturity Date.

   Policy.  The Group Flexible Premium Variable Universal Life Insurance
   contract issued by AIG Life Insurance Company.

   Policy Anniversary.  An anniversary of the Policy Date.

   Policy Date.  The first date as of which We have received the initial
   Premium and an application in good order.  If a Policy is issued, insurance
   is effective as of the Policy Date.

   Policy Month.  The month commencing with the Policy Date and ending on the
   day before the first Monthly Anniversary, or any following month commencing
   with a Monthly Anniversary and ending on the day before the next Monthly
   Anniversary.

   Policy Year.  The year commencing with the Policy Date and ending on the
   day before the first Policy Anniversary, or any following year commencing
   with a Policy Anniversary and ending on the day before the next Policy
   Anniversary.

   Premium.  The total consideration paid by You in exchange for Our
   obligations under the Policy. 

   Separate Account.  Variable Account II, a separate investment account of

   AIG Life Insurance Company.

   Subaccount.  A division of the Separate Account established to invest in
   shares of a corresponding portfolio of a fund that is available for
   investment under the Policy.


                                       9
<PAGE>






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

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









































                                       10
<PAGE>
                              SUMMARY OF THE POLICY

         This summary is intended to provide a brief overview of the more
   significant aspects of the Policy.  Further detail is provided in this
   prospectus and in the Policy.  Unless the context indicates otherwise, the
   discussion in this summary and the remainder of the prospectus relates to
   the portion of the Policy involving the Separate Account.  The Guaranteed
   Account is briefly described under "THE GUARANTEED ACCOUNT" on page __ and
   in the Policy.

   Purpose of the Policy

         The Policy offers an Owner insurance protection on the life of the
   Insured through the Maturity Date for so long as the Policy is in force. 
   Like traditional life insurance, the Policy provides for an initial death
   benefit equal to its Face Amount, accumulation of cash value, and surrender
   and loan privileges.  Unlike traditional life insurance, the Policy offers
   a choice of investment alternatives and an opportunity for the Account
   Value and, if elected by the Owner and under certain circumstances, its
   Death Benefit to grow based on investment results.  The Policy is a
   flexible premium Policy, so that, unlike many other insurance policies and
   subject to certain limitations, an Owner may choose the amount and
   frequency of premium payments.

   Policy Values

         An Owner may allocate Net Premium payments among the various
   Subaccounts that comprise the Separate Account and that invest in the
   Dreyfus Stock Index Fund, or in corresponding portfolios of the Alliance
   Fund, Fidelity Fund, Fidelity Fund II, Dreyfus Fund, Tomorrow Funds, or Van
   Eck Funds.  An Owner may also allocate Net Premium payments to the
   Guaranteed Account.

         Depending on the investment experience of the selected Subaccounts,
   the Account Value may increase or decrease on any day.  The Death Benefit
   may or may not increase or decrease depending upon several factors,
   including the Death Benefit Option selected by the Owner.  There is no
   guarantee that the Account Value and Death Benefit will increase.  The
   Owner bears the investment risk on that portion of the Net Premiums and
   Account Value allocated to the Separate Account.

         The Policy will remain in force until the earliest of the Maturity
   Date, the death of the Insured, or a full surrender of the Policy, unless,
   before any of these events, the Net Cash Surrender Value is insufficient to
   pay the current monthly deduction on a Monthly Anniversary Date and a Grace
   Period expires without sufficient additional premium payment or loan
   repayment by the Owner.

   Policy Charges

         There are charges and deductions which the Company will deduct from
   each Policy.  The deductions from Premium are the sales charge of 5% plus

                                       11
<PAGE>







   the specific state and local premium tax (a typical state premium tax rate
   would be in the range of 2% to 2.5%).  (See "CHARGES AND DEDUCTIONS," page
   __.)

         On the Issue Date and each Monthly Anniversary, the following
   deductions are made from the Account Value:

         (a)   administrative charges;
         (b)   insurance charges; and
         (c)   supplemental benefit charges.

         The monthly deduction is made from the Subaccounts pro rata on the
   basis of the portion of Account Value in each Subaccount.  The
   administrative charge varies by current Policy Face Amount.  There is also
   an additional monthly deduction during the first Policy Year and the 12
   months immediately following an increase in Face Amount.  (See "CHARGES AND
   DEDUCTIONS," page __.)

         Deductions are also made on a daily basis against the assets of each
   Subaccount.  Daily charges calculated at a current annual rate of 0.90% are
   charged for mortality and expense risks.  This charge may be decreased to
   not less than 0.50% in Policy Years 11 and later.  It is guaranteed not to
   exceed 0.90% for the duration of the Policy.

         If the Policy is surrendered during the first 14 Policy Years, We
   will deduct a Surrender Charge for the initial Face Amount.  If a Policy is
   surrendered within 14 years immediately following an increase in Face
   Amount, we will deduct a surrender charge for the increase in Face Amount. 
   The surrender charge will be deducted before any surrender proceeds are
   paid.

         A charge for partial surrenders is equal to a pro rata portion of the
   surrender charge that would apply to a full surrender.  A partial surrender
   charge is also deducted from the Account Value upon a decrease in Face
   Amount.

         The administrative charge upon a partial surrender will be equal to
   the lesser of $25 or 2% of the amount surrendered.  (See "CHARGES AND
   DEDUCTIONS," page __.)

   Death Benefit

         The Policy provides for the payment of benefits upon the death of the
   Insured.  Upon application for a Policy, the Owner designates a Planned
   Periodic Premium.  The Policy indicates the initial Face Amount of
   insurance.  The Owner also elects in the application to have the Death
   Benefit determined under one of two available options.  Under Option I, the

   Death Benefit will equal the Face Amount on the date of the Insured's death
   or, if greater, the Account Value on the date of the Insured's death
   increased by the applicable percentage set forth in the Policy.  Under
   Option II, the Death Benefit will equal the Face Amount on the date of the
   Insured's death plus the Account Value or, if greater, the Account Value on

                                       12
<PAGE>







   the date of the Insured's death increased by the applicable percentage set
   forth in the Policy.  (See "DEATH BENEFIT OPTIONS" and "CHANGES IN DEATH
   BENEFIT OPTION," pages ___ and ___, respectively.)

   Premium Features

         A.    Basic Minimum Premium

               A Table of Basic Minimum Premiums for various ages, sex and
               Face Amount in the nonsmoker class is provided in the Appendix.

               The Premium for the initial Face Amount must be at least as
               great as the Basic Minimum Premium at the time of application
               adjusted for the Attained Age, any substandard Premium, and any
               supplemental benefits riders.

         B.    Planned Periodic Premium

               The Planned Periodic Premium is the Premium designated at the
               time of application as the amount planned to be paid at
               specific intervals until the Maturity Date.

         C.    Flexibility

               In general Premiums are flexible as to both timing and amount. 
               If Premiums cease at any time, the insurance provided under the
               Policy will continue for as long as the Net Cash Surrender
               Value is sufficient to keep the Policy in force.  (See
               "PREMIUMS AND ALLOCATIONS," page __.)

         When applying for a Policy, an Owner will determine a Planned
   Periodic Premium that provides for the payment of level Premiums over a
   specified period of time.  Each Owner will receive a Premium reminder
   notice on either an annual, semi-annual, quarterly, or monthly basis;
   however, the Owner is not required to pay Planned Periodic Premiums.

         Payment of the Planned Periodic Premiums will not guarantee that a
   Policy will remain in force.  Instead, the duration of the Policy depends
   upon the Policy's Net Cash Surrender Value.  Even if Planned Periodic
   Premiums are paid, the Policy will lapse any time the Net Cash Surrender
   Value is insufficient to pay the current monthly deduction and a Grace
   Period expires without sufficient payment.  Any payment of additional
   Premium must be at least $50.00.  The Company also may reject or limit any
   Premium that would result in an immediate increase in the net amount at
   risk under the Policy.

         For information regarding the taxation of the Policy under federal

   income tax law, (see "TAX CONSIDERATIONS," page ___.)






                                       13
<PAGE>







                             PERFORMANCE INFORMATION

         The Company from time to time may advertise the "total return" and
   the "average annual total return" of the Subaccounts and the Funds.  Both
   total return and average total return figures are based on historical
   earnings and are not intended to indicate future performance.

         "Total Return" for a portfolio refers to the total of the income
   generated by the portfolio net of total portfolio operating expenses plus
   capital gains and losses, realized or unrealized.  "Total Return" for the
   Subaccounts refers to the total of the income generated by the portfolio
   net of total portfolio operating expenses plus capital gains and losses,
   realized or unrealized, and the monthly deduction charge.  "Average Annual
   Total Return" reflects the hypothetical annually compounded return that
   would have produced the same cumulative return if a Fund's portfolio's or
   Subaccount's performance had been constant over the entire period.  Because
   average annual total returns tend to smooth out variations in the return of
   the portfolio, they are not the same as actual year-by-year results.

         Performance information may be compared, in reports and promotional
   literature, to: (i) the Standard & Poor's 500 Stock Index ("S&P 500"), Dow
   Jones Industrial Average ("DJIA"), Shearson Lehman Aggregate Bond Index or
   other unmanaged indices so that investors may compare the Subaccount
   results with those of a group of unmanaged securities widely regarded by
   investors as representative of the securities markets in general; (ii)
   other groups of variable life separate accounts or other investment
   products tracked by Lipper Analytical Services, a widely used independent
   research firm which ranks mutual funds and other investment products by
   overall performance, investment objectives, and assets, or tracked by other
   services, companies, publications, or persons, such as Morningstar, Inc.,
   who rank such investment products on overall performance or other criteria;
   or (iii) the Consumer Price Index (a measure for inflation) to assess the
   real rate of return from an investment in the Subaccount.  Unmanaged
   indices may assume the reinvestment of dividends but generally do not
   reflect deductions for administrative and management costs and expenses.

         The Company may provide in advertising, sales literature, periodic
   publications or other materials information on various topics of interest
   to Owners and prospective Owners.  These topics may include the
   relationship between sectors of the economy and the economy as a whole and
   its effect on various securities markets, investment strategies and
   techniques (such as value investing, market timing, dollar cost averaging,
   asset allocation, constant ratio transfer and account rebalancing), the
   advantages and disadvantages of investing in tax-deferred and taxable
   investments, customer profiles and hypothetical purchase and investment
   scenarios, financial management and tax and retirement planning, and
   investment alternatives to certificates of deposit and other financial

   instruments, including comparisons between the Policies and the
   characteristics of and market for such financial instruments.

         Total return data may be advertised based on the period of time that
   the portfolios have been in existence.  The results for any period prior to

                                       14
<PAGE>







   the Policies being offered will be calculated as if the Policies had been
   offered during that period of time, with all charges assumed to be those
   applicable to the Policies.

         Performance information for any Subaccount in any advertising will
   reflect only the performance of a hypothetical investment in the Subaccount
   during the particular time period on which the calculations are based. 
   Performance information should be considered in light of the investment
   objectives and policies, characteristics and quality of the portfolio in
   which the Subaccount invests and the market conditions during the given
   time period, and should not be considered as a representation of what may
   be achieved in the future.  Actual returns may be more or less than those
   shown in any advertising and will depend on a number of factors, including
   the investment allocations by an Owner and the different investment rates
   of return for the portfolios.

                                       15
<PAGE>







                          AVERAGE ANNUAL TOTAL RETURNS*
                                      As of
                                December 31, 1996

   <TABLE>
   <CAPTION>

                  Inception                                                   Since
   Portfolio      Date      1 Year        3 Years     5 Years     10 Years    Inception
   <S>            <C>         <C>         <C>         <C>         <C>         <C>
   ALLIANCE
   Conservative
     Investors    10/28/94    2.85%       N/A         N/A         N/A         8.69%
   Growth
     Investors    10/28/94    7.21%       N/A         N/A         N/A         11.20%
   Growth         09/15/94    27.34%      N/A         N/A         N/A         28.94%
   Growth &
     Income       01/14/91    22.98%      17.77%      14.10%      N/A         12.18%
   Quasar         10/01/96    N/A         N/A         N/A         N/A         6.04%
   Technology     09/30/96    N/A         N/A         N/A         N/A         9.43%

   DREYFUS
   Stock Index    09/29/89    21.35%      17.31%      13.17%      N/A         12.36%
   Small Company
     Stock 2,3    04/30/9      N/A         N/A         N/A         N/A         8.73%

   FIDELITY
   VIP II Asset
    Manager       09/06/89    13.58%      7.01%       10.25%      N/A         10.70%
   VIP Growth     10/09/86    13.68%      14.73%      14.11%      14.11%      13.78%
   VIP Overseas   01/28/87    12.20%      7.12%       8.15%       N/A         6.92%
   VIP II Investment
    Grade Bond    12/05/88    2.26%       4.28%       5.68%       N/A         7.23%
   VIP High 
    Income        09/19/85    13.01%      9.57%       13.88%      10.10%      10.98%
   VIP Money
    Market        04/01/82    4.42%       4.06%       3.49%       4.95%       6.00%

   TOMORROW FUNDS
   Long-Term      04/1/96     N/A         N/A         N/A         N/A         8.30%
   Medium-Term    04/1/96     N/A         N/A         N/A         N/A         7.56%
   Short-Term     04/1/96     N/A         N/A         N/A         N/A         7.23%

   VAN ECK
   Gold and 
     Natural
   Resources1     09/01/89    15.90%      6.37%       13.31%      N/A         7.15%

   Worldwide
     Balanced     12/23/94    10.66%      N/A         N/A         N/A         4.61%

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

                                       16
<PAGE>







   (1)   Effective May 1, 1997, the investment objectives and the name of the
         Van Eck Gold and Natural Resources Fund have been changed.  The new
         name is Van Eck Worldwide Hard Assets Fund and its investment
         objective are described in the section entitled "The Funds and the
         Investment Advisors."

   (2)   Not annualized.

   (3)   Calculated based on net value on the close of business on May 1, 1996
         (commencement of initial offering) to December 31, 1996.

   *     This performance information reflects the total of the income
         generated by the portfolio net of the total portfolio operating
         expenses, plus capital gains and losses, realized or unrealized, and
         net of the mortality and expense risk charge.  The performance
         results do not reflect: monthly deductions; cost of insurance;
         surrender charges; sales loads and any state or local premium taxes
         (see charges and deductions in the prospectus).  If these charges
         were included, the total return figures would be lower.  The data
         assumes the Subaccounts under the Policy were in existence on the
         portfolio's inception date.  The policies funded by the Separate
         Account were first offered in 1995.
























                                       17
<PAGE>







                         INFORMATION ABOUT THE COMPANY,
                       THE SEPARATE ACCOUNT AND THE FUNDS

   The Company

         AIG Life Insurance Company is a stock life insurance company
   organized under the laws of the State of Delaware in 1962.  The Company
   provides a full range of individual and group life, disability, accidental
   death and dismemberment policies and annuities.  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 Separate Account

         We established the Separate Account as a separate investment account
   on June 5, 1986.  It may be used to support the Policies as well as other
   variable life insurance policies, and for other purposes permitted by law. 
   The Separate Account is registered with the Securities and Exchange
   Commission as a unit investment trust under the Investment Company Act of
   1940 (the "1940 Act") and qualifies as a "separate account" within the
   meaning of the federal securities law.

         We own the assets in the Separate Account.  The Separate Account is
   divided into Subaccounts.  The Subaccounts available under the Policies
   invest in shares of a specific series of the Alliance Fund, Fidelity Fund,
   Fidelity Fund II, Dreyfus Fund, Dreyfus Stock Index Fund, Tomorrow Funds
   and Van Eck Funds.  The Separate Account may include other Subaccounts
   which are not available under the Policies and are not otherwise discussed
   in this Prospectus.

         Income, gains and losses, realized or unrealized, of a Subaccount are
   credited to or charged against the Subaccount without regard to any other
   income, gains or losses of the Company.  Assets equal to the reserves and
   other contract liabilities with respect to each Subaccount are not
   chargeable with liabilities arising out of any other business or account of
   the Company.  If the assets exceed the required reserves and other
   liabilities, we may transfer the excess to our general account.  We are
   obligated to pay all benefits provided under the Policies.

         Subject to compliance with all applicable regulatory requirements, we
   have reserved certain rights.  We have the right to change, add or delete
   designated investment companies.  We have the right to add or remove
   Subaccounts.  We have the right to withdraw assets of a class of policies
   to which the Policy belongs from a Subaccount and put them in another
   Subaccount.  We also have the right to combine any two or more Subaccounts. 

   The term Subaccount in the Policy shall then refer to any other Subaccount
   in which the assets of a class of policies to which the Policy belongs were
   placed.



                                       18
<PAGE>







           We have the right to register other separate accounts or deregister
   the Separate Account under the 1940 Act.  We have the right to run the
   Separate Account under the direction of a committee, and discharge such
   committee at any time.  We have the right to restrict or eliminate any
   voting rights of Owners, or other persons who have voting rights as to the
   Separate Account.  We also have the right to operate the Separate Account
   or one or more of the Subaccounts by making direct investments or in any
   other form.  If We do so, We may invest the assets of the Separate Account
   or one or more of the Subaccounts in any legal investments.  We will rely
   upon Our own or outside counsel for advice in this regard.  Also, unless
   otherwise required by law or regulation, an investment advisor or any
   investment of a Subaccount of Our Separate Account will not be changed by
   Us unless approved by the Commissioner of Insurance of the State of
   Delaware or deemed approved in accordance with such law or regulation.  If
   so required, the process for getting such approval is on file with the
   insurance supervisory official of the jurisdiction in which this Policy is
   delivered.

         If any of these changes result in a material change in the underlying
   investments of a Subaccount of Our Separate Account, We will notify You of
   such change, as required by law.  If You have value in that Subaccount, We
   will transfer it at Your written direction from that Subaccount (without
   charge) to another Subaccount of Our Separate Account or to Our Guaranteed
   Account, and You may then change Your Premium allocation percentages.

   The Funds and the Investment Advisors

         Alliance Fund, Fidelity Fund, Fidelity Fund II, Dreyfus Fund,
   Tomorrow Funds, and Van Eck Funds are each registered with the SEC as a
   diversified open-end management investment company under the 1940 Act. 
   Each is a series-type mutual fund made up of different series, referred to
   as 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 only to separate accounts of life insurance
   companies.  The investment objectives of each of the portfolios in which
   Subaccounts invest are set forth below.  The Fund prospectuses may include
   portfolios or funds which are not available under this Policy.

   ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.

   Conservative Investors 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 -- 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 -- seeks the long term growth of capital by investing
   primarily in common stocks and other equity securities.


                                       19
<PAGE>







   Growth and Income 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.

   Quasar 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.

   Technology Portfolio -- seeks growth of capital through investment in
   companies expected to benefit from advances in technology.  The 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.

         The Alliance Fund 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 portfolios, 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

   Small Company Stock Portfolio -- seeks to provide investment results that
   are greater than the total return performance of publicly-traded common
   stocks in the aggregate, as represented by Russell 2500 TM Index.

   DREYFUS STOCK INDEX FUND

         The 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 ("Dreyfus"), located at 200 Park Avenue, New
   York, New York 10166, was formed in 1947 and serves as the investment
   advisor for the Small Company Stock Portfolio, which is an available
   portfolio of the Dreyfus Variable Investment Fund.  Dreyfus is a wholly-
   owned subsidiary of  Mellon Bank, N.A. which is a wholly-owned subsidiary
   of Mellon Bank Corporation ("Mellon").  As of March 31, 1997, Dreyfus
   managed or administered approximately $82 billion in assets for
   approximately 1.7 million investor accounts nationwide.  The Fund also

   includes other portfolios which are not available under this prospectus as
   funding vehicles for the Policies.  Dreyfus has engaged Mellon Equity,
   located at 500 Grant Street, Pittsburgh, Pennsylvania 15258, to serve as
   the Fund's index fund manager.  Mellon Equity, a registered investment
   advisor formed in 1957, is an indirect wholly-owned subsidiary of Mellon

                                       20
<PAGE>







   and, thus an affiliate of Dreyfus.  As of December 31, 1996, Mellon Equity
   and its employees managed approximately $11.3 billion in assets and served
   as the investment advisor of 14 other investment companies.  More detailed
   information regarding management of the portfolios, 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 INVESTMENTS VARIABLE INSURANCE PRODUCTS FUND

   VIP Growth Portfolio -- seeks to aggressively achieve capital appreciation
   through investments primarily in common stock.

   VIP High Income Portfolio -- seeks to obtain a high level of current income
   by investing primarily in high-yielding, lower-rated, fixed-income
   securities, while also considering growth of capital.

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

   VIP Market 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
   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.

   FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUND II

   VIP II Asset Manager 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 -- seeks as high a level of current
   income as in consistent with the preservation of capital by investing in a
   broad range of investment-grade fixed-income securities.  The fund will
   maintain a dollar-weighted average portfolio maturity of ten years or less.

         Fidelity Management & Research Company ("FMR") is the investment
   advisor for both the Variable Insurance Products Fund and Variable
   Insurance Products Fund II.  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.  Both Fidelity Fund and
   Fidelity Fund II include other portfolios which are not available under
   this prospectus as funding vehicles for the Policies.  More detailed

                                       21
<PAGE>







   information regarding management of the portfolios, investment objectives,
   investment advisory fees and other charges assessed by the Fidelity Fund,
   are contained in the prospectuses of the Funds, each of which is included
   with this Prospectus.

   TOMORROW FUNDS RETIREMENT TRUST

   Short-Term Retirement Fund -- 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 -- 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 -- 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 amounts,
   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 high 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 assessed
   by the Tomorrow Funds, is contained in the prospectuses of the Tomorrow
   Funds, included with this Prospectus.

   VAN ECK INVESTMENT TRUST

   Worldwide Balanced Fund -- 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.



                                       22
<PAGE>







   Worldwide Hard Assets Fund* (formerly the Gold and Natural Resources
   Fund) -- 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) real estate; and (6) other basic
   non-agricultural commodities (collectively, "hard assets").  Income is a
   secondary consideration.

   *Effective May 1, 1997, the name and investment objectives of the Gold and
   Natural Resources Fund were changed.  The new name of the portfolio and its
   investment objectives are described above.

         Van Eck Associates Corporation is the investment adviser and manager
   of the Van Eck Funds and has entered into sub-advisory agreements to
   provide investment advice for certain portfolios.  Fiduciary International
   Inc. ("FII"), located at Two World Trade Center, New York, New York 10048,
   is expected to serve as a sub-investment adviser to the Worldwide Balanced
   Fund pursuant to a Sub-Investment Advisory Agreement with the Fund when the
   portfolio's assets reach a level at which it is appropriate to use the sub-
   investment adviser's services.  FII will then be expected to manage the
   investment operations of the Worldwide Balanced Fund and furnish it with a
   continuous investment program including which securities should be bought,
   sold, or held.  At that time, the Adviser would manage and administer the
   business and affairs of the portfolio.  As compensation for its services,
   FII will be paid a monthly fee at an annual rate of .50% of average daily
   net assets by the Adviser from the advisory fee it receives from the
   portfolio.  FII serves as an investment adviser to other registered
   investment companies.

         The Van Eck Funds includes other portfolios which are not available
   under this Prospectus as funding vehicles for the Policies.  More detailed
   information regarding management, investment objectives, and investment
   advisory fees and other charges assessed by the Van Eck Funds, is contained
   in the prospectus for the Fund included with this Prospectus.

   There is no assurance that any of the portfolios will achieve their stated
   objective.

         The shares of the Funds are sold not only to the Separate Account,
   but to other separate accounts of the Company that fund benefits under
   variable annuity 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 policy separate accounts to invest in the same underlying mutual
   fund.  Although neither We nor the Funds currently perceive or anticipate
   any such disadvantage, the Company will monitor events to determine whether
   any material conflict between variable annuity owners and variable life
   owners arises.

         Material conflicts could result from such occurrences as (1) changes
   in state insurance laws; (2) changes in federal income tax law; (3) changes

                                       23
<PAGE>







   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 Fund;
   however, there are sales and additional charges associated with the
   purchase of the Policies.  (See "PREMIUMS AND ALLOCATIONS," page
   ___.)Further information about the Funds and the managers is contained in
   the accompanying prospectuses, which You should read in conjunction with
   this Prospectus.

   Substitution of Securities

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

   Voting Rights

         We are the legal owner of shares held by the Subaccounts and as such
   have the right to vote on all matters submitted to shareholders of the
   Funds.  However, as required by law, We will vote shares held in the
   Subaccounts at regular and special meetings of shareholders of the Funds in
   accordance with instructions received from Owners with Account Value in the
   Subaccounts.  Should the applicable federal securities laws, regulations or
   interpretations thereof change so as to permit Us to vote shares of the
   Funds in Our own right, We may elect to do so.

         To obtain voting instructions from Owners, before a meeting We will
   send Owners voting instruction material, a voting instruction form and any
   other related material.  The number of shares held by each Subaccount for
   which an Owner may give voting instructions is currently determined by
   dividing the portion of the Owner's Account Value in the Subaccount by the
   Net Asset Value of one share of the applicable Fund.  Fractional votes will
   be counted.  The number of votes for which an Owner may give instructions
   will be determined as of a date chosen by the Company but not more than 90
   days prior to the meeting of shareholders.  Shares held by a Subaccount for
   which no timely instructions are received will be voted by the Company in
   the same proportion as those shares for which voting instructions are
   received.

         We may, if required by state insurance officials, disregard Owner
   voting instructions if such instructions would require shares to be voted

                                       24
<PAGE>







   so as to cause a change in sub-classification or investment objectives of
   one or more of the Funds, or to approve or disapprove an investment
   advisory agreement.  In addition, We may under certain circumstances
   disregard voting instructions that would require changes in the investment
   policy or investment adviser of one or more of the Funds, provided that We
   reasonably disapprove of such changes in accordance with applicable federal
   regulations.  If We ever disregard voting instructions, We will advise
   Owners of that action and of Our reasons for such action in the next
   semiannual report.  Finally, We reserve the right to modify the manner in
   which We calculate the weight to be given to pass through voting
   instructions where such a change is necessary to comply with current
   federal regulations or the current interpretation thereof.

                                       25
<PAGE>







                            PREMIUMS AND ALLOCATIONS

   Applying for a Policy

         If You want to purchase a Policy, You must complete an application
   and submit it to one of Our authorized agents.  The minimum Policy size
   will be $50,000 of Face Amount at issue.  You must pay an initial Premium
   at least equal to the minimum required.  (See "PREMIUMS," below.)  Your
   Premium may be submitted with the application or at a later date, but
   Policy coverage will not become effective until the initial Premium is
   received at Our Administrative Office.

         We require satisfactory evidence of the Insured's insurability, which
   may include a medical examination of the Insured.  Generally, We will issue
   a Policy covering an Insured up to age 75 if evidence of insurability
   satisfies Our underwriting rules.  Acceptance of an application depends on
   Our underwriting rules.  We reserve the right to reject an application for
   any reason.

   Period to Examine and Cancel Policy
   
         The Policy provides for an initial period during which the Owner may
   examine the Policy and cancel it for any reason (the "Period to Examine and
   Cancel"). The Owner may cancel the Policy before the latest of: (a) 45 days
   after Part I of the Application for the Policy is signed; (b) 10 days after
   the Owner receives the Policy; and (c) 10 days after the Company mails or
   personally delivers a Notice of Withdrawal Right to the Owner.  The period
   will be extended beyond 10 days after Policy delivery, if required by the
  state where the Owner resides. Upon returning the Policy to the Administrative
   Office or to an agent of the Company within such time with a written request
   for cancellation, the Owner will receive a refund equal to the gross premium
   paid on the Policy and will not reflect the investment experience of the
   Separate Account.
    
         The Period to Examine and Cancel also applies after a requested
   increase in Face Amount as to the amount of the increase and the Premium
   paid for the increased Face Amount.

   Premiums

         The minimum initial Premium required depends on a number of factors,
   such as the age, sex and underwriting rate class of the proposed Insured,
   the desired Face Amount ($50,000 minimum amount) and any supplemental
   benefits.  The minimum initial Premium must be at least equal to two
   payments of the Planned Periodic Premium.  (See "PLANNED PERIODIC
   PREMIUMS," below.)  Sample Basic Minimum Premiums are shown in the
   Appendix.

         Additional Premiums may be paid in any amount and at any time,
   subject to the following limits.  First, a Premium must be at least $50 and
   must be sent to Our Administrative Office.  We may require satisfactory
   evidence of insurability before accepting any Premium which results in an
   increase in the net amount at risk (defined on page __).

                                       26
<PAGE>







         In addition, total Premiums paid may not exceed guideline Premium
   limitations for life insurance set forth in the Internal Revenue Code.  We
   will refund any portion of any Premium which is determined to be in excess
   of the Premium limit established by law to qualify a Policy as a Policy for
   life insurance.  The amount refunded will be the excess Premium.  In
   addition, We will monitor Policies and will attempt to notify the Owner on
   a timely basis if his or her Policy is in jeopardy of becoming a modified
   endowment contract under the Internal Revenue Code.  (See "TAX
   CONSIDERATIONS," page __.)

         Lastly, no Premium will be accepted after the Maturity Date.

         Planned Periodic Premiums.  When applying for a Policy, You select a
   plan for paying level Premiums at specified intervals, e.g., monthly,
   quarterly, semi-annually or annually, until the Maturity Date.  You are not
   required to pay Premiums in accordance with this plan; rather, You can pay
   more or less than planned or skip a Planned Periodic Premium entirely.  You
   can change the amount and frequency of Planned Periodic Premiums whenever
   You want by sending written notice to Our Administrative Office.  However,
   We reserve the right to limit the amount of a Premium or the total Premiums
   paid, as discussed above.

         The Planned Periodic Premium may be recalculated if the Policy Face
   Amount is increased or decreased.

         The first year minimum Premium payable must be at least as great as
   the Planned Periodic Premium.  If Premiums cease at any time, the insurance
   provided under the Policy will continue for as long as the Net Cash
   Surrender Value in the Policy is sufficient to keep it in force (See "GRACE
   PERIOD" below).

         We will send You a reminder notice for Your Planned Periodic
   Premiums.

         Premiums Upon Increase in Specified Face Amount.  Depending on the
   Account Value at the time of an increase in the Face Amount and the amount
   of the increase requested, an additional Premium or change in the amount of
   Planned Periodic Premiums may be advisable.  (See "CHANGES IN FACE AMOUNT,"
   page ___.)

   Premiums to Prevent Lapse

         Failure to pay Planned Periodic Premiums will not necessarily cause a
   Policy to lapse.  Conversely, paying all Planned Periodic Premiums will not
   necessarily guarantee that a Policy will not lapse.  Rather, whether a
   Policy lapses depends on whether its Net Cash Surrender Value is
   insufficient to cover the monthly deduction when due (see page ___).

         If the Net Cash Surrender Value on a Monthly Anniversary is less than
   the amount of the monthly deduction to be deducted on that date, the Policy
   will be in default and a Grace Period will begin.  This could happen if
   investment experience has been sufficiently unfavorable that it has

                                       27
<PAGE>







   resulted in a decrease in the Net Cash Surrender Value or the Net Cash
   Surrender Value has decreased because of any combination of the following:
   Outstanding Loans, partial surrenders, expense charges, or insufficient
   Premiums paid to offset the monthly deduction.  A Policy that lapses with
   an Outstanding Loan may have tax consequences.  (See "TAX CONSIDERATIONS,"
   page ___.)

         Grace Period.  If Your Policy goes into default, You will be allowed
   a 61-day Grace Period to pay a Premium sufficient to keep the Policy in
   force for 3 months.  We will send notice of the amount required to be paid
   during the Grace Period ("Grace Period Premium") to Your last known address
   and to any assignee of record.  The Grace Period will begin when the notice
   is sent.  Your Policy will remain in effect during the Grace Period.  If
   the Insured should die during the Grace Period or before the Grace Period
   Premium is paid, the Death Benefit will still be payable to the
   Beneficiary, although the amount paid will reflect a reduction for the
   monthly deductions due on or before the date of the Insured's death.  See
   "Death Benefit," page ___.  If the Grace Period Premium has not been paid
   before the Grace Period ends, Your Policy will lapse.  It will have no
   value and no benefits will be payable.  (See "REINSTATEMENT," page ___.) 

         A Grace Period may also begin if Outstanding Loans exceed the Policy
   limit.  (See "LOAN REPAYMENT; EFFECT IF NOT REPAID," page ___.)

   Net Premium Allocations

         In the application, You specify the percentage of a Net Premium to be
   allocated to each Subaccount.  This allocation must comply with the
   allocation rules described in the following paragraph.  However, until the
   Period to Examine and Cancel expires, all Net Premiums received are
   invested in the Money Market Subaccount.  The first business day after the
   period expires, the Account Value in the Money Market Subaccount is
   transferred and allocated based on the Premium allocation percentages in
   the application.  (See "DETERMINING THE POLICY VALUE," page ___.)

         The Premium allocation percentages specified in the application will
   apply to subsequent Premiums until You change them.  You can change the
   allocation percentages at any time, subject to the rules below, by sending
   written notice to Our Administrative Office.  The change will apply to all
   Premiums received with or after Your notice.

   Dollar Cost Averaging

         If elected, this option allows for automatic transfer from the Money
   Market Subaccount into other Subaccounts for a specified dollar amount or
   number of months not in excess of 24.  This option can be elected at any
   time provided there is a minimum balance of $2,000 in the Money Market

   Subaccount at the time of election.  The allocation to the Subaccounts will
   be based on Your Premium allocation that is in effect at the time of each
   transfer.  The automatic transfers will begin on the first Monthly
   Anniversary following the end of Your Free Look Period; or, if You elect
   the option after Your application has been submitted, the automatic

                                       28
<PAGE>







   transfers will begin on the second Monthly Anniversary following the
   receipt of Your request at Our Administrative Office.

         If You elect to transfer a specific dollar amount each month, the
   automatic transfers will continue until Your Money Market Subaccount is
   depleted.  If You elect to have Your funds transferred over a specific
   number of months, We will transfer a fraction equal to one divided by the
   number of months remaining in the period.  For example, if You elect to
   transfer over a 12 month period, the first transfer will be 1/12 of Your
   Money Market Subaccount value, the second transfer will be for 1/11, the
   third will be for 1/10 and so on until the end of the requested period.

   Automatic transfers will remain in effect until one of the following
   conditions occur:

         1.    The funds in the Money Market Subaccount are depleted;
         2.    We receive Your written request at Our Administrative Office to
               cancel future transfers;
         3.    We receive notification of death of the Insured; or
         4.    The Policy lapses.

         Use of Dollar Cost Averaging does not guarantee investment gains or
   protect against loss in a declining market.

         The allocation and transfer provisions discussed below do not apply
   to transfers effected under the Dollar Cost Averaging Option.

         Allocation Rules.  No less than 5% of a Premium may be allocated to
   any one Subaccount.  The sum of Your allocations must equal 100% and each
   allocation percentage must be a whole number.

   Crediting Premiums

         The initial Net Premium will be credited to the Policy as of the
   Policy Date.  Subsequent Planned Periodic Premiums and accepted unplanned
   premiums will be credited to the Policy and the Net Premiums will be
   invested as of the date the Premium or notification of deposit is received
   at Our Administrative Office.  However, any Net Premiums requiring
   underwriting will be allocated to the Money Market Subaccount until
   underwriting has been completed.  When accepted or at the end of the Period
   to Examine and Cancel, the Account Value in the Money Market Subaccount
   attributable to the resulting Net Premium will be credited to the Policy
   and allocated in accordance with the specified allocation percentages.  Net
   Premiums not requiring underwriting will be invested in the Subaccounts
   according to the specified allocation percentages directly.  If additional
   Premium is rejected, We will refund the excess amount.

   Transfers

         You may transfer Account Value among the Subaccounts subject to the
   following rules, some of which depend on whether Account Value is to be
   transferred from a Subaccount or the Guaranteed Account.  Transfer requests

                                       29
<PAGE>







   must be in writing.  Transfers may not be requested until after the end of
   the Period to Examine and Cancel (see page ___).  A transfer will take
   effect on the date the request is received at Our Administrative Office. 
   We may, however, defer transfers under the same conditions as described in 
   "WHEN PROCEEDS ARE PAID," page ___.  There is no limit on the number of
   transfers.  However, after six (6) transfers have been made during a Policy
   Year, We currently impose a $25 transfer charge on each subsequent
   transfer.  (See "TRANSFER CHARGE," page ___.)  The Company reserves the
   right to increase or decrease the number of "free" transfers allowed in any
   Policy Year.

         The minimum amount of Account Value that may be transferred is $250. 
   If less than the full amount of Account Value in a Subaccount is being
   transferred from the Subaccount, the amount remaining must be at least
   $250.  If the amount remaining would be less than $250, the full amount of
   the Account Value will be transferred.

   Subaccount Transfer Rules.  Transfers among Subaccounts and from
   Subaccounts to the Guaranteed Account may be made at any time after the
   Period to Examine and Cancel.  All transfers processed on the same business
   date will count as one transfer for purposes of determining whether the
   transfer is free or may be subject to the $25 charge.

         Guaranteed Account Transfer Rules.  Account Value held in the
   Guaranteed Account may be transferred to a Subaccount or Subaccounts only
   during the 60-day period within 30 days before and following the end of
   each Policy Year.  The amount transferred must be at least $250, or the
   Account Value held in the Guaranteed Account, whichever is less.  If the
   amount transferred is less than the Account Value then held in the
   Guaranteed Account, at least $250 must remain in the Guaranteed Account. 
   The maximum allowable amount that can be transferred from the Guaranteed
   Account, at any one time, is 25% of the unloaned portion of the Guaranteed
   Account.  (See "DEDUCTIONS FROM THE GUARANTEED ACCOUNT," page ___, for
   additional rules and limits for the Guaranteed Account.)


                                       30
<PAGE>







                               GUARANTEED ACCOUNT

         Because of exemptive and exclusionary provisions, interests in the
   Guaranteed Account have not been registered under the Securities Act of
   1933 nor has the Guaranteed Account been registered as an investment
   company under the Investment Company Act of 1940.  Accordingly, neither the
   Guaranteed Account nor any interests therein are subject to the provisions
   of these Acts and, as a result, the staff of the Securities and Exchange
   Commission has not reviewed the disclosure in this Prospectus relating to
   the Guaranteed Account.  The disclosure 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.

         The Guaranteed Account is an account within the general account of
   the Company.  It is part of Our general account assets.  Our general
   account assets are used to support Our insurance and annuity obligations
   other than those funded by separate accounts.  Subject to applicable law,
   We have sole discretion over the investment of the assets of the general
   account.  The Loan Account is part of the Guaranteed Account.

   Interest Credited on Policy Value in the Guaranteed Account

         Net Premiums allocated to the Guaranteed Account and Account Value
   transferred from the Subaccounts to the Guaranteed Account are credited to
   the Guaranteed Account portion of the Account Value.  We will credit
   interest on these amounts at rates We determine in Our sole discretion, but
   in no event will interest credited on these amounts be less than an
   effective rate of at least 0.32737% per month, compounded monthly which
   equates to 4% per year, compounded annually.  The Loan Account portion of
   the Guaranteed Account will be credited with interest at an annual rate
   that is 2.0% less than the then current Policy loan interest rate.

         However, if at the time of an allocation or transfer to the
   Guaranteed Account, We are crediting a rate of interest higher than 4%, the
   higher rate will apply to the amount from the date of its allocation or
   transfer to the Guaranteed Account through the end of the period during
   which the excess rate is effective.  If a higher rate of interest is
   credited, different rates of interest may apply to amounts allocated or
   transferred at different times, and different rates of interest may apply
   to amounts held in a Loan Account than to the remaining portion of Account
   Value held in the Guaranteed Account.  YOU ASSUME THE RISK THAT INTEREST
   CREDITED MAY NOT EXCEED THE GUARANTEED MINIMUM RATE OF 4% PER YEAR.

   Calculating Guaranteed Account Value

         The Guaranteed Account Value is calculated daily.  (See "GUARANTEED

   ACCOUNT VALUE," page __.)

   Deductions from the Guaranteed Account



                                       31
<PAGE>







         Amounts allocated to the Guaranteed Account at different times,
   whether from Net Premiums or transfers, may be credited with different
   rates of interest.  Whenever a charge is deducted from the Account Value in
   the Guaranteed Account, or an amount is withdrawn from the Account Value in
   the Guaranteed Account to satisfy a partial surrender, transfer or Policy
   loan request, the charge or withdrawal will be taken first from the amount
   most recently allocated to the Guaranteed Account, then the amount next
   most recently allocated, and so forth.  See page ___ for limits and
   restrictions on transfers of Account Value from the Guaranteed Account.

         If there is any Account Value in the Loan Account, it is not
   available for transfers, partial surrenders or Policy loans, nor any
   charges deducted from this portion of Account Value.  Amounts are
   transferred to or from the Loan Account only when Policy loans are taken or
   repayments made.  If an amount is transferred from the Loan Account to the
   remaining portion of the Guaranteed Account Value, it will be treated as a
   new allocation to the Guaranteed Account and will be credited with interest
   at the rate then in effect for Guaranteed Account allocations.  (See "LOAN
   ACCOUNT," page ___.)

   Payments from the Guaranteed Account

         We may defer payment of proceeds from the Guaranteed Account for a
   partial surrender, surrender or Policy loan request for up to six months
   from the date We receive the written request.  If a payment from the
   Guaranteed Account is deferred for 30 days or more, it will bear interest
   at a rate of 4% per year compounded annually while it is deferred.

                                       32
<PAGE>







                             CHARGES AND DEDUCTIONS


         Periodically, the Company will deduct charges from the Account Value
   and also from each Premium to cover certain expenses related to issuing and
   administering the Policy.  These charges and deductions are described in
   the Policy as either guaranteed or current.  The Company will never charge
   more than the guaranteed amount; however, solely within the Company's
   discretion, it may on a current basis charge less than the guaranteed
   amount.

   Premium Charges

         We will deduct a charge from each Premium.  This charge consists of a
   5% sales charge plus an explicit percent of Premium equal to the state and
   local premium tax rate applicable to the Policy (e.g., a typical state
   premium tax rate would be in the range of 2% to 2.5%).  An additional sales
   charge may be deducted on a partial surrender or surrender of a Policy
   during the first 14 Policy Years.  (See "SURRENDER CHARGES," page ___.)

         The 5% sales charge partially compensates Us for the expenses of
   selling and distributing the Policies, including paying sales commissions,
   printing prospectuses, preparing sales literature and paying for other
   promotional activities.

   Daily Mortality and Expense Risk Charge

         We deduct a daily charge from assets in the Subaccounts attributable
   to the Policies for assuming certain mortality and expense risks under the
   Policy.  This charge does not apply to Guaranteed Account assets
   attributable to the Policies.  The guaranteed and current charge is at an
   annual rate of 0.90% of net assets.  Although the charge may be decreased
   to not less than 0.50% in Policy Years 11 and later, it is guaranteed not
   to exceed 0.90% for the duration of a Policy.  Starting in Policy Year 11,
   if the current charge is less than .90%, We will notify You before We
   increase this charge.  We may realize a profit from this charge.

         The mortality risk We assume is that the Insureds on the Policies may
   die sooner than anticipated and that therefore the Company will pay an
   aggregate amount of death benefits greater than anticipated.  The expense
   risk we assume is that expenses incurred in issuing and administering the
   Policies and the Separate Account will exceed the amounts realized from the
   administrative charges assessed against the Policies.

   Monthly Deduction

         On the Issue Date and each Monthly Anniversary, We deduct the monthly
   deduction from the Account Value.  The amount deducted on the Issue Date is
   for the Policy Date and any Monthly Anniversaries that have elapsed since
   the Policy Date.  (For this purpose, the Policy Date is treated as a
   Monthly Anniversary.)  The monthly deduction consists of (1) administrative
   charges (the "Monthly Expense Charge"), (2) insurance charges ("Cost of

                                       33
<PAGE>







   Insurance Charge"), and (3) any charges for additional benefits added by
   supplemental agreement to a Policy ("Supplemental Benefit Charges"), as
   described below.  The monthly deduction is deducted from the Accounts pro
   rata on the basis of the portion of Account Value in each Account.  (See
   "DEDUCTIONS FROM THE GUARANTEED ACCOUNT," page ___.)

         Current and Guaranteed Expense Charges.  The monthly expense charge
   varies by current Policy Face Amount.  There is also an additional monthly
   charge (see "First Year Additional Charge" in table below) during the first
   Policy year and the twelve months immediately following an increase in Face
   Amount.

         The monthly expense charges per Policy varying by the Policy Face
   Amount and the additional monthly charge during the first Policy Year and
   every twelve months immediately following an increase in Face Amount for
   current and guaranteed expense charges are shown below:
                                                   Current     Guaranteed
   Monthly Expense Charge Per Policy               Charge         Charge

   If Face Amount is between $50,000 and           $7.50          $15.00
   $199,99
   If Face Amount is between $200,000 and          $5.00          $10.00
   $499,999

   If Face Amount is $500,000 or greater           $ 4.00         $10.00
   First Year Additional Charge                    $20.00         $25.00

         These charges compensate Us for administrative expenses associated
   with the Policies and the Separate Account.  These expenses relate to
   Premium billing and collection, recordkeeping, processing Death Benefit
   claims, Policy loans, Policy changes, reporting and overhead costs,
   processing applications and establishing Policy records.

         Cost of Insurance Charge.  This charge compensates Us for providing
   insurance coverage.  The charge depends on a number of factors, such as
   Attained Age, sex and rate class of the Insured, and therefore will vary
   from Policy to Policy and from Monthly Anniversary to Monthly Anniversary. 
   For any Policy the cost of insurance on a Monthly Anniversary is calculated
   by multiplying the cost of insurance rate for the Insured by the net amount
   at risk under the Policy for that Monthly Anniversary.

         The Net Amount at Risk is calculated as (a) minus (b) where

         (a)   is the current Death Benefit at the beginning of the Policy
               month divided by 1.0032737.
         (b)   is current total Account Value.

         The cost of insurance rate for a Policy is based on the Attained Age,
   sex and rate class of the Insured, and therefore varies from time to time. 
   We currently place Insureds in one of three basic rate classifications,
   based on Our underwriting: a smoker, a nonsmoker standard, or a rate class
   involving a higher mortality risk (a "substandard class").  Insureds

                                       34
<PAGE>







   Attained Age 14 and under are placed in a rate class that does not
   distinguish between smoker and nonsmoker, and are assigned to a smoker
   class at Attained Age 15 unless they have provided satisfactory evidence
   that they qualify for a nonsmoker class.

         We place the Insured in a rate class when We issue the Policy based
   on Our underwriting of the application.  This original rate class applies
   to the initial Face Amount.  When an increase in Face Amount is requested,
   We conduct underwriting before approving the increase (except as noted
   below) to determine whether a different rate class will apply to the
   increase.  If the rate class for the increase has lower cost of insurance
   rates than the original rate class, the rate class for the increase also
   will be applied to the initial Face Amount.  If the rate class for the
   increase has higher cost of insurance rates than the original rate class,
   the rate class for the increase will apply only to the increase in Face
   Amount, and the original rate class will continue to apply to the initial
   Face Amount.

         If there have been increases in the Face Amount, we may use different
   cost of insurance rates for the increased portions of the Policy Face
   Amount.  For purposes of calculating the cost of insurance charge after the
   Face Amount has been increased, the Account Value will be applied to the
   initial Face Amount first and then to any subsequent increases in Face
   Amount.  If at the time an increase is requested, the Account Value exceeds
   the initial Face Amount (or any subsequently increased Face Amount) divided
   by 1.0032737, the excess will then be applied to the subsequent increase in
   Face Amount in the sequence of the increases.

         If the Death Benefit equals the Account Value multiplied by the
   applicable death benefit corridor percentage, any increase in Account Value
   will cause an automatic increase in Death Benefit.  The Attained Age and
   underwriting class for such increase will be the same as that used for the
   most recent increase in Face Amount (that has not been eliminated through a
   subsequent decrease in Face Amount).

         If there is a decrease in Face Amount after there had been prior
   increases to the Face Amount, then for purposes of calculating the cost of
   insurance charge, the decrease will first be applied to reduce any prior
   increases in Face Amount, starting with the most recent increase in Face
   Amount and then to each prior increase.

         The guaranteed cost of insurance rates for substandard policies
   issued on a table rated basis are based on multiples of the 1980 CSO
   tables.  The substandard multiple applicable depends on the substandard
   underwriting classification assigned to the insured.  Currently, multiples
   range from 125% to 500% of the 1980 CSO tables.

         The guaranteed cost of insurance charges at any given time for a
   substandard policy with flat extra charges will be based on the guaranteed
   maximum cost of insurance rate for the policy (including table rating
   multiples, if applicable), the current net amount at risk at the time the


                                       35
<PAGE>







   deduction is made, plus the actual dollar amount of the flat extra charge. 
   Our current cost of insurance rates may be less than the guaranteed rates.

         Our current cost of insurance rates will be determined based on Our
   expectations as to future mortality, investment, expense and persistency
   experience.  These rates may change from time to time.  In the Company's
   discretion, the current charge may be increased in any amount up to the
   maximum guaranteed charge shown in the table.

         Cost of insurance rates (whether guaranteed or current) for an
   Insured in a nonsmoker standard class are lower than guaranteed rates for
   an Insured of the same age and sex in a smoker standard class.  Cost of
   insurance rates (whether guaranteed or current) for an Insured in a
   nonsmoker or smoker standard class are generally lower than guaranteed
   rates for an Insured of the same age and sex and smoking status in a
   substandard class.

         We do not conduct underwriting for an increase in Face Amount if the
   increase is requested as part of a conversion from a term policy issued by
   the Company.  (See "SUPPLEMENTAL BENEFITS," page ___.)  In the case of a
   term conversion, the rate class that applies to the increase is the same
   rate class that applied to the term policy.

   Legal Considerations Relating to Sex-Distinct Premiums and Benefits. 
   Mortality tables for the Policies generally distinguish between males and
   females.  Thus, Premiums and benefits under Policies covering males and
   females of the same age will generally differ.

         We do, however, also offer Policies based on unisex mortality tables
   if required by state law.  Employers and employee organizations considering
   purchase of a Policy should consult their legal advisors to determine
   whether purchase of a Policy based on sex-distinct actuarial tables is
   consistent with Title VII of the Civil Rights Act of 1964 or other
   applicable law.  Upon request, We may offer Policies with unisex mortality
   tables to such prospective purchasers.

   Supplemental Benefit Charges.  See "SUPPLEMENTAL BENEFITS," page ___.

   Transfer Charge

         We currently impose a $25 transfer charge on any transfer of Account
   Value among the Subaccounts in excess of six free transfers permitted each
   Policy Year.  If the charge is imposed, it will be deducted from the amount
   requested to be transferred before allocation to the new Subaccount(s) and
   shown in the confirmation of the transaction.  If an amount is being
   transferred from more than one Subaccount, the transfer charge will be
   deducted proportionately from the amount being transferred from each

   Subaccount.  This charge, if imposed, will reimburse Us for administrative
   expenses incurred in effecting transfers.




                                       36
<PAGE>





   Surrender Charge

         If the Policy is surrendered during the first 14 Policy Years, We
   will deduct a surrender charge for the initial Face Amount.  If a Policy is
   surrendered within 14 years after an increase in Face Amount, We will
   deduct a surrender charge for the increase in Face Amount.  The surrender
   charge will be deducted before any surrender proceeds are paid.

         Surrender Charge for Initial Face Amount.  The surrender charge for
   the initial Face Amount will be no greater than the sum of (1) and (2)
   times a duration factor (as shown in the table below), where:

         (1)         is equal to 25% of the first year paid Premium up to the
               surrender charge premium (which is an amount calculated
               separately for each Policy based on age, sex and
               smoker/nonsmoker class and is provided in the Appendix); and

         (2)   is equal to 4% of the first year paid Premium in excess of the
               surrender charge premium.

         The following table lists the Policy duration factor as described
   above:

                Policy                         Surrender Charge
               Duration                            Factor
               --------                        ----------------
                  1                                  100%
                  2                                  100%
                  3                                  100%
                  4                                  100%
                  5                                  100%
                  6                                   90%
                  7                                   80%
                  8                                   70%
                  9                                   60%
                 10                                   50%
                 11                                   40%
                 12                                   30%
                 13                                   20%
                 14                                   10%
                 15+                                   0%

         A Table of Surrender Charge Premiums for various ages, sex and Face
   Amount in the nonsmoker class is shown in Appendix B.

         An increase in the Face Amount of the Policy will result in an
   additional surrender charge during the 14 years.  The additional surrender
   charge period will begin on the effective date of the increase.

         If the Face Amount of the Policy is reduced before the end of the
   14th Policy Year or within 14 years immediately following a Face Amount
   increase, We may also deduct a pro rata share of any applicable surrender
   charge from Your Account Value.  Reductions will first be applied against
   the most recent increase in the Face Amount of the Policy.  They will then

                                       37
<PAGE>







   be applied to prior increases in the Face Amount of the Policy in the
   reverse order in which such increases took place, and then to the original
   Face Amount of the Policy.

   Partial Surrender Charge

         The partial surrender charge is equal to a pro rata portion of the
   surrender charge that would apply to a full surrender, determined by
   multiplying the applicable full surrender charge by a fraction (equal to
   the partial surrender amount payable plus the partial surrender
   administrative charge divided by the result of subtracting the applicable
   surrender charge from the unloaned portion of the Account Value).  This
   amount is assessed against the Subaccounts or the Guaranteed Account in the
   same manner as provided for with respect to the partial surrender amount
   paid.

         A partial surrender charge is also deducted from the Account Value
   upon a decrease in Face Amount.  The charge is equal to the applicable
   surrender charge multiplied by a fraction (equal to the decrease in Face
   Amount divided by the Face Amount of the Policy prior to the decrease).

   Partial Surrender Administrative Charge

         We will deduct an administrative charge upon a partial surrender. 
   This charge is $25.  If required by the insurance regulations of any state,
   the administrative charge for a partial surrender will be equal to the
   lesser of $25 or 2% of the amount surrendered.  This charge will be
   deducted from the Account Value in addition to the amount requested to be
   surrendered and will be considered to be part of the partial surrender
   amount.  (See page __ for rules for allocating the deduction and "Partial
   Surrenders" on page __.)

         Each partial surrender will reduce the Account Value by the amount of
   partial surrender plus the proportional surrender charge and $25 fee.  If
   the Death Benefit coverage is the Level Death Benefit Option, the Face
   Amount will also be reduced by the amount of the partial surrender in the
   following order:

         1.    The most recent increase in the Face Amount, if any, will be
               reduced first.
         2.    The next most recent increases in the Face Amount, if any, will
               then be successively decreased.
         3.    The initial Face Amount will then be decreased.

   Discount Purchase Programs

         The amount of the surrender charge may be reduced or eliminated when
   sales of the Policies are made to individuals or to groups of individuals
   in a manner that, in the opinion of the Company, results in savings of
   sales expenses.  For purchases made by officers, directors and employees of
   the Company, an affiliate, or any individual, firm, or company that has
   executed the necessary agreements to sell the Policies, and members of the

                                       38
<PAGE>







   immediate families of such officers, directors, and employees, the Company
   may reduce or eliminate the surrender charge.












































                                       39
<PAGE>
                          HOW YOUR ACCOUNT VALUE VARIES


         There is no minimum guaranteed Account Value or Net Cash Surrender
   Value.  These values will vary with the investment experience of the
   Subaccounts and/or the crediting of interest in the Guaranteed Account, and
   will depend on the allocation of Account Value.  If the Net Cash Surrender
   Value on a Monthly Anniversary is less than the amount of the monthly
   deduction to be deducted on that date (see page __), the Policy will be in
   default and a Grace Period will begin.

   Determining the Account Value

         On the Policy Date the Account Value is equal to the initial Net
   Premium.  If the Policy Date and the Issue Date are the same day, the
   Account Value is equal to the initial Net Premium, less the monthly
   deduction.  On each Valuation Date thereafter, the value is the aggregate
   of the accumulation values in the Subaccounts and the Guaranteed Account
   portion of the Account Value.  The Account Value will vary to reflect the
   performance of the Subaccounts to which amounts have been allocated,
   interest credited on amounts allocated to the Guaranteed Account, charges,
   transfers, withdrawals, Policy loans and Policy loan repayments.

         Accumulation Unit Values.  When You allocate an amount to a
   Subaccount, either by Net Premium allocation or transfer of Account Value,
   Your Policy is credited with accumulation units in that Subaccount.  The
   number of accumulation units is determined by dividing the amount allocated
   to the Subaccount by the Subaccount's accumulation unit value for the
   Valuation Date when the allocation is effected.

         The number of Subaccount accumulation units credited to Your Policy
   will increase when Net Premiums are allocated to the Subaccount, amounts
   are transferred to the Subaccount and loan repayments are credited to the
   Subaccount.  The number of Subaccount accumulation units credited to a
   Policy will decrease when the allocated portion of the monthly deduction is
   taken from the Subaccount, a Policy loan is taken from the Subaccount, an
   amount is transferred from the Subaccount, or a partial surrender,
   including the partial surrender charge, is taken from the Subaccount.

         A Subaccount's accumulation unit value varies to reflect the
   investment experience of the underlying Portfolio, and may increase or
   decrease from one Valuation Date to the next.  The accumulation unit value
   for each Subaccount was arbitrarily set at $10 when the Subaccount was
   established.  For each Valuation Period after the date of establishment,
   the accumulation unit value is determined by multiplying the value of an
   accumulation unit for a Subaccount for the prior valuation period by the
   net investment factor for the Subaccount for the current valuation period.

         Net Investment Factor.  The net investment factor is an index used to
   measure the investment performance of a Subaccount from one Valuation
   Period to the next.  It is based on the change in net asset value of the
   Fund shares held by the Subaccount, and reflects any dividend or capital

                                       40
<PAGE>








   gain distributions on Fund shares and the deduction of the daily mortality
   and expense risk charge.

         Guaranteed Account Value.  On any Valuation Date, the Guaranteed
   Account portion of the Account Value of a Policy is the total of all Net
   Premiums allocated to the Guaranteed Account, plus any amounts transferred
   to the Guaranteed Account, plus interest credited on such Net Premiums and
   amounts, less the amount of any transfers from the Guaranteed Account, less
   the amount of any partial surrenders, including the partial surrender
   charges, taken from the Guaranteed Account, and less the pro rata portion
   of the monthly deduction deducted from the Guaranteed Account.  If there
   have been any Policy loans, the Guaranteed Account Value is further
   adjusted to reflect the amount in the Loan Account held in the Guaranteed
   Account, including transfers to and from the Loan Account as loans are
   taken and repayments are made, and interest credited on the Loan Account.

   Net Account Value

         The Net Account Value on a Valuation Date is the Account Value less
   Outstanding Loans on that date.

   Cash Surrender Value

         The Cash Surrender Value on a Valuation Date is the Account Value
   reduced by any surrender charge that would be assessed if the Policy were
   surrendered on that date.  The Cash Surrender Value is used to calculate
   the loan value and to determine whether Outstanding Loans exceed the Policy
   limits (see page ___).  The loan value may not exceed 90% of the Net Cash
   Surrender Value at the time the loan is made.

   Net Cash Surrender Value

         The Net Cash Surrender Value on a Valuation Date is equal to the Net
   Account Value reduced by any surrender charge that would be imposed if the
   Policy were surrendered on that date.  It is the amount received upon a
   full surrender of the Policy.


                                       41
<PAGE>







                    DEATH BENEFIT AND CHANGES IN FACE AMOUNT


         As long as the Policy remains in force, We will pay the Death Benefit
   upon receipt at Our Administrative Office of satisfactory proof of the
   Insured's death.  We will require return of the Policy.  The Death Benefit
   will be paid in a lump sum generally within seven days after We receive due
   proof of the death of the Insured (see "WHEN PROCEEDS ARE PAID," page ___),
   or, if elected, under a payment option (see "PAYMENT OPTIONS," page ___). 
   The Death Benefit will be paid to the Beneficiary.  (See "SELECTING AND
   CHANGING THE BENEFICIARY," page __.)

         If part or all of the Death Benefit is paid in one sum, the Company
   will pay interest on this sum from the date of the Insured's death to the
   date of payment.  We determine the interest rate, but it will not be less
   than a rate of 3% per year compounded annually.

   Death Benefit Options

         The Policy Owner may choose one of two Death Benefit Options, which
   will determine the Death Benefit.  Under Option I, the Death Benefit is the
   greater of the Face Amount or the applicable percentage of Account Value on
   the date of the Insured's death.  Under Option II, the Death Benefit is the
   greater of the Face Amount plus the Account Value, or the applicable
   percentage of the Account Value, on the date of the Insured's death.

         If investment performance is favorable the amount of the Death
   Benefit may increase.  However, under Option I, the Death Benefit
   ordinarily will not change for several years to reflect any favorable
   investment performance and may not change at all, whereas under Option II,
   the Death Benefit will vary directly with the investment performance of the
   Account Value.  To see how and when investment performance may begin to
   affect the Death Benefit, please see the illustrations beginning on page
   ___.

         The applicable percentage of Account Value is 250% when the Insured
   is Attained Age 40 or less, and decreases each year thereafter to 100% when
   the Insured is Attained Age 95.  A table showing the applicable percentages
   for Attained Ages 0 to 99 is shown below.  The Internal Revenue Code
   requires that the applicable percentage requirements be met in order for
   the Policy to qualify under the Code as life insurance.

                         Table of Applicable Percentages

                                         Percentage of Policy
           Attained Age                     Account Value
          ------------                   --------------------

             Under 40                            250%
                45                               215%
                50                               185%
                55                               150%
                60                               130%

                                       42
<PAGE>







                70                               115%
          75 through 90                          105%
          95 through 99                          100%

         The initial Face Amount is set at the time the Policy is issued.  You
   may increase or decrease the Face Amount from time to time, as discussed
   below.  You select from Options I or II when you apply for the Policy.  You
   also may change the Option, as discussed below.

   Changes in Death Benefit Options

         You can change Your Death Benefit Option on Your Policy subject to
   the following rules.  After any change, We may require that You submit
   evidence, satisfactory to Us that the Insured is then insurable.  If You
   ask Us to change from Option I to Option II, We will decrease the Face
   Amount of the Policy by the amount in Your Account Value on the date the
   change takes effect.  However, We reserve the right to decline to make such
   change if it would reduce the Face Amount of this Policy below the minimum
   Face Amount for which We would then issue the Policy under Our rules.  If
   You ask Us to change from Option II to Option I, We will increase the Face
   Amount of this Policy by the amount in Your Account Value on the date the
   change takes effect.  Such decreases and increases in the Face Amount of
   the Policy are made so that the Death Benefit remains the same on the date
   the change takes effect.  However, if Your Death Benefit is determined by a
   percentage multiple of the Account Value, there may be an increase in the
   Death Benefit.

         The change will take effect at the beginning of the Policy Month that
   coincides with or next follows the date We approve Your request.

         We reserve the right to decline to make any change that We determine
   would cause the Policy to fail to qualify as life insurance under
   applicable tax law as interpreted by Us.

         You may ask for a change by completing an Application For Change,
   which You can get from Our agent or by writing to Us at Our Administrative
   Office.  A copy of Your Application For Change will be attached to the new
   policy information section of the Policy that We will issue when the change
   is made.  The new section and the Application For Change will become a part
   of the Policy.  We may require You to return the Policy to Our
   Administrative Office to make a Policy change.

   Changes in Face Amount

         At any time after the first Policy Year while the Policy is in force,
   You may request a change in the Face Amount, subject to the following
   conditions.  No change will be permitted that would result in Your Policy's
   Death Benefit not being excludable from gross income due to not satisfying
   the requirements of Section 7702 of the Internal Revenue Code.  (See "TAX
   CONSIDERATIONS," page ___.)



                                       43
<PAGE>







         Any increase in the Face Amount must be at least $10,000, however,
   the resulting Face Amount of the Policy after the increase may not be in
   excess of twice the Face Amount of the Policy on the Issue Date.  A written
   application must be submitted to Our Administrative Office along with
   evidence of insurability satisfactory to the Company.  A change in the
   Planned Periodic Premium may be advisable.  (See "PREMIUMS UPON INCREASE IN
   SPECIFIED FACE AMOUNT," page ___.)  The increase in Face Amount will become
   effective on the Monthly Anniversary on or next following the date the
   increase is approved, and the Account Value will be adjusted to the extent
   necessary to reflect a monthly deduction as of the effective date based on
   the increase in Face Amount.  You must return Your Policy so We can amend
   the Policy to reflect the increase.  There will be an additional $20 per
   month in Monthly Expense Charges imposed on the contract for the next
   twelve months immediately following the effective date of such an increase.

         Any decrease in the Face Amount must be at least $5,000 and the Face
   Amount after the decrease must be at least $50,000.  In addition, no
   decrease may be made in the first twelve months following the effective
   date of an increase in Face Amount.  During the first five Policy Years,
   the Face Amount may not be decreased by more than 10 percent of the initial
   Face Amount in any one Policy Year.  A decrease in Face Amount will become
   effective on the Monthly Anniversary that coincides with or next follows
   Our receipt of a request at Our Administrative Office.

         There is an impact on Surrender Charges for both increases and
   decreases in Face Amount.  (See "SURRENDER CHARGES," page __.)  In
   addition, an increase or decrease in Face Amount may impact the status of
   the Policy as a Modified Endowment Contract.  (See "TAX CONSIDERATIONS,"
   page __.)

   Selecting and Changing the Beneficiary

         You select a Beneficiary in Your application.  You may later change
   the Beneficiary in accordance with the terms of the Policy.  If the Insured
   dies and there is no surviving Beneficiary, the Owner's estate will be the
   Beneficiary.

                                  CASH BENEFITS

   Policy Loans

         You may borrow up to the loan value of Your Policy at any time after
   the first twelve months of the Policy, or after the first twelve months
   following any increase in Face Amount, by submitting a written request to
   Our Administrative Office.  The minimum amount You may borrow is $500.  The
   loan value is 90% of Your Net Cash Surrender Value.  Outstanding Loans
   reduce the amount of the loan value available for new Policy loans.  Policy
   loans will be processed as of the date Your written request is received and
   loan proceeds generally will be sent to You within seven days.  (See "WHEN
   PROCEEDS ARE PAID," page ___, and "PAYMENTS FROM THE GUARANTEED ACCOUNT,"
   page ___.)  In addition, loans from Modified Endowment Contracts may be


                                       44
<PAGE>







   treated for tax purposes as distributions of income.  (See "TAX
   CONSIDERATIONS," page ___.)

         Interest.  We will charge interest daily on any outstanding Policy
   loan at a declared annual rate not in excess of 8.00%.  The current rate,
   subject to change by the Company, is 8.00%.  Interest is due and payable at
   the end of each Policy Year while a Policy loan is outstanding.  If
   interest is not paid when due, the amount of the interest is added to the
   loan and becomes part of the outstanding Policy loan.

         Outstanding Loans.  Unrepaid Policy loans (including unpaid interest
   added to the loan) plus accrued interest not yet due equals the Outstanding
   Loans.

         Loan Repayment; Effect if Not Repaid.  You may repay all or part of
   Your Outstanding Loan at any time while the Insured is living and the
   Policy is in force.  Loan repayments must be sent to Our Administrative
   Office and will be credited as of the date received.  If the Death Benefit
   becomes payable while a Policy loan is outstanding, the Outstanding Loan
   will be deducted in calculating the Death Benefit.  If the Outstanding
   Loans exceed the Net Cash Surrender Value on any monthly anniversary, the
   Policy will be in default.  We will send You, and any assignee of record,
   notice of the default.  You will have a 61-day Grace Period to submit a
   sufficient payment to avoid termination.  The notice will specify the
   amount that must be repaid to prevent termination.

         Loan Account.  When a Policy loan is made, an amount equal to the
   loan proceeds is withdrawn from the Account Value in the Subaccounts.  This
   withdrawal is made pro rata on the basis of the Account Value in each
   Subaccount unless You direct a different allocation when requesting the
   loan.  The loan amount withdrawn is then transferred to the Loan Account in
   the Guaranteed Account.  Conversely, when a loan is repaid, an amount equal
   to the repayment will be transferred from the Loan Account to the
   Subaccounts in accordance with Your then effective Net Premium allocation
   percentages.  Thus, a loan or loan repayment will have no immediate effect
   on the Account Value, but other Policy values, such as the Net Policy Value
   and Net Cash Surrender Value, will be reduced or increased immediately by
   the amount transferred to or from the Loan Account.

         Policy Loan Net Cost.  The maximum net cost of a loan is 2.00% per
   year (the difference between the rate of interest We charge on Policy loans
   and the amount We credit on the equivalent amount held in the Loan
   Account).  In addition, We currently intend to credit 6.00% on the amount
   held in the Loan Account during the first 10 Policy Years.  The net loan
   cost during the first ten Policy Years will always be no more than 2.00%.

         For Policy Years 11 and later, a portion of the maximum loanable
   amount may be available on a preferred loan basis.  The amount available on
   a preferred basis is the excess, if any, of the Account Value over the sum
   of the Premiums paid.  For a preferred loan, the interest rate charged and
   credited to the preferred portion of the loan value will be the same.


                                       45
<PAGE>







         Effect of Policy Loan.  A Policy loan, whether or not repaid, will
   have a permanent effect on the Death Benefit and Account Value because the
   investment results of the Subaccounts and current interest rates credited
   in the Guaranteed Account will apply only to the non-loaned portion of the
   Account Value.  The longer the loan is outstanding, the greater this effect
   is likely to be.  Depending on the investment results of the Subaccounts or
   credited interest rates for the Guaranteed Account while the Policy loan is
   outstanding, the effect could be favorable or unfavorable.  Also, Policy
   loans could, particularly if not repaid, make it more likely than otherwise
   for a Policy to terminate.

   Surrendering the Policy for Net Cash Surrender Value

         You may surrender your Policy at any time for its Net Cash Surrender
   Value by submitting a written request to Our Administrative Office.  We
   will require return of the Policy.  A surrender charge may apply.  (See
   "SURRENDER CHARGES," page ___.)  A surrender request will be processed as
   of the date Your written request and all required documents are received
   and generally will be paid within seven days.  (See "WHEN PROCEEDS ARE
   PAID," page ___, and "PAYMENTS FROM THE GUARANTEED ACCOUNT," page ___.) 
   The Net Cash Surrender Value may be taken in one sum or it may be applied
   to a payment option.  (See "PAYMENT OPTIONS,"  below.)  Your Policy will
   terminate and cease to be in force if it is surrendered for one sum.  It
   cannot later be reinstated.

   Partial Surrenders

         We will not allow a partial surrender during the first twelve months
   of the Policy or during the first twelve Policy Months immediately
   following an increase in the Face Amount of the Policy.  After the first
   Policy Year, You may make partial surrenders under Your Policy up to a
   maximum of 90% of the Net Cash Surrender Value subject to the following
   conditions.  You must submit a written request to Our Administrative
   Office.  The Net Cash Surrender Value must exceed $500 after the partial
   surrender is deducted from the Account Value.  No more than two partial
   surrenders may be made during a Policy Year, and each partial surrender
   must be at least $500.  A partial surrender charge and an administrative
   charge will be assessed on a partial surrender.  (See "PARTIAL SURRENDER
   CHARGE," page __.)  This charge will be deducted from Your Account Value
   along with the amount requested to be surrendered and will be considered
   part of the partial surrender (together, the "partial surrender amount"). 
   Account Value will be reduced by the partial surrender amount.

         When You request a partial surrender, You can direct how the partial
   surrender amount will be deducted from Your Account Value in the Accounts. 
   If You provide no directions, the partial surrender amount will be deducted
   from Your Account Value in the Accounts on a pro rata basis.  (See

   "PAYMENTS FROM THE GUARANTEED ACCOUNT," page __.)

         If Option I is in effect, the Face Amount will also be reduced by the
   partial surrender amount.  If the Face Amount has been increased, the
   partial surrender will reduce first the most recent increase, and then the

                                       46
<PAGE>







   next most recent increase, if any, in reverse order, and finally the
   initial Face Amount.  No partial surrender may be made that would reduce
   the Face Amount to less than $50,000.

         Partial surrender requests will be processed as of the date your
   written request is received, and generally will be paid within seven days. 
   (See "WHEN PROCEEDS ARE PAID," page __, and "PAYMENTS FROM THE GUARANTEED
   ACCOUNT," page __.)

         Surrenders of all or part of a Policy may have tax consequences. 
   (See "TAX CONSIDERATIONS," page __.)

   Maturity Benefit

         The Maturity Date is the Policy Anniversary following Insured's
   Attained Age 99 unless you requested an extended Maturity Date.  If the
   Policy is still in force on the Maturity Date, the Maturity Benefit will be
   paid to You. The Maturity Benefit is equal to the Account Value less
   Outstanding Loans on the Maturity Date.  Maturity of a Policy may have tax
   consequences.  (See "TAX CONSIDERATIONS," page __.)

   Payment Options

         The Policy offers a wide variety of optional ways of receiving
   proceeds payable under the Policy, such as on surrender, death or maturity,
   other than in a lump sum.  Any agent authorized to sell this Policy can
   explain these options upon request.  None of these options vary with the
   investment performance of a separate account because they are all forms of
   guaranteed benefit payments.






                                       47
<PAGE>







               ILLUSTRATIONS OF POLICY VALUES, NET CASH SURRENDER
                 VALUES, DEATH BENEFITS AND ACCUMULATED PREMIUMS

         The following tables have been prepared to show how certain values
   under a Policy change with investment performance over an extended period
   of time.  The tables illustrate how Account Value, Net Cash Surrender Value
   and Death Benefit under a Policy covering an Insured of a given age on the
   Issue Date, would vary over time if planned Premiums were paid annually and
   the return on the assets in the selected Funds was an average rate of 0%,
   6% or 12%.  The tables also show Planned Periodic Premiums accumulated at
   5% interest.

         The tables reflect the fact that the net investment return on the
   assets held in the subaccounts is lower than the gross after tax return of
   the selected Funds.  The tables assume an average annual expense ratio of
   0.85% of the average daily net assets of the Funds available under the
   Policies.  This average annual expense ratio is based on the expense ratios
   of each of the Funds for the last fiscal year, adjusted, as appropriate,
   for any material changes in expenses effective for the current fiscal year
   of a Fund.  For information on Fund expenses, see the prospectuses for the
   Funds accompanying this prospectus.

         In addition, the tables reflect the daily charge to the Separate
   Account for assuming mortality and expense risks, which is equivalent to an
   effective annual charge at the guaranteed maximum rate of 0.90% which is
   also the current rate.  In Policy Years 11 and later, the Company may
   reduce the effective annual charge to a current rate of no less than 0.50%. 
   After deduction of Fund expenses and the mortality and expense risk charge,
   the illustrated gross annual investment rates of return of 0%, 6% and 12%
   would correspond to approximate net annual rates of   1.74%, 4.26% and
   10.26%.

         The tables also reflect the deduction of the monthly expense charge
   and the monthly cost of insurance charge for the hypothetical Insured.  Our
   current cost of insurance charges and the higher guaranteed maximum cost of
   insurance charges We have the contractual right to charge are reflected in
   separate tables on each of the following pages.  All the tables reflect the
   fact that no charges for federal income taxes are currently made against
   the Separate Account and assume no Outstanding Loans or charges for
   supplemental benefits.  The tables also reflect a state premium tax rate of
   2.00%.

         The illustrations are based on Our sex distinct rates for nonsmokers. 
   Upon request, We will furnish a comparable illustration based upon the
   proposed Insured's individual circumstances.  Such illustrations may assume
   different hypothetical rates of return than those illustrated in the
   following tables.






                                       48
<PAGE>







                              ILLUSTRATION OF POLICY VALUES
                               AIG LIFE INSURANCE COMPANY
    Male Issue Age 40                                            Non Smoker
                                $3,200 Annual Premium
                                  $250,000 Face Amount
                              Death Benefit Option (Level)

    <TABLE>
    <CAPTION>

     

                         Using Current Cost of Insurance Rates
    -----------------------------------------------------------------------------------------------------------------
              Premiums             0% Hypothetical               6% Hypothetical                 12% Hypothetical
             Accumulated      Gross Investment Return       Gross Investment Return         Gross Investment Return
    -----------------------------------------------------------------------------------------------------------------
    <S>       <C>       <C>        <C>      <C>           <C>      <C>     <C>          <C>        <C>         <C>

    End of    at 5.00%     Policy   Net Cash             Policy    Net Cash            Policy    Net Cash
    Policy    Interest     Account  Surrender  Death     Account   Surrender  Death    Account   Surrender  Death
     Year     Per Year     Value    Value     Benefit    Value     Value     Benefit    Value    Value      Benefit

      1        $3,360      $2,205    $1,405  $250,000    $2,358    $1,558   $250,000   $2,511    $1,711    $250,000
      2        $6,888      $4,595    $3,795  $250,000    $5,044    $4,244   $250,000   $5,511    $4,711    $250,000
      3       $10,592      $6,932    $6,132  $250,000    $7,831    $7,031   $250,000   $8,804    $8,004    $250,000
      4       $14,482      $9,215    $8,415  $250,000    $10,721    $9,921  $250,000   $12,416   $11,616   $250,000
      5       $18,566     $11,431   $10,631  $250,000    $13,706   $12,906  $250,000   $16,367   $15,567   $250,000
      6       $22,854     $13,543   $12,823  $250,000    $16,749   $16,029  $250,000   $20,651   $19,931   $250,000
      7       $27,357     $15,565   $14,925  $250,000    $19,868   $19,228  $250,000   $25,317   $24,677   $250,000
      8       $32,085     $17,503   $16,943  $250,000    $23,070   $22,510  $250,000   $30,412   $29,852   $250,000
      9       $37,049     $19,396   $18,916  $250,000    $26,398   $25,918  $250,000   $36,019   $35,539   $250,000
      10      $42,262     $21,215   $20,815  $250,000    $29,829   $29,429  $250,000   $42,164   $41,764   $250,000
      11      $47,735     $23,026   $22,706  $250,000    $33,475   $33,155  $250,000   $49,072   $48,752   $250,000
      12      $53,482     $24,746   $24,506  $250,000    $37,228   $36,988  $250,000   $56,665   $56,425   $250,000
      13      $59,516     $26,389   $26,229  $250,000    $41,110   $40,950  $250,000   $65,034   $64,874   $250,000
      14      $65,851     $27,955   $27,875  $250,000    $45,129   $45,049  $250,000   $74,268   $74,188   $250,000
      15      $72,504     $29,422   $29,422  $250,000    $49,269   $49,269  $250,000   $84,446   $84,446   $250,000
      16      $79,489     $30,743   $30,743  $250,000    $53,496   $53,496  $250,000   $95,644   $95,644   $250,000
      17      $86,824     $31,934   $31,934  $250,000    $57,831   $57,831  $250,000   $108,000  $108,000  $250,000
      18      $94,525     $32,965   $32,965  $250,000    $62,257   $62,257  $250,000   $121,635  $121,635  $250,000
      19     $102,611     $33,818   $33,818  $250,000    $66,764   $66,764  $250,000   $136,703  $136,703  $250,000
      20     $111,102     $34,532   $34,532  $250,000    $71,398   $71,398  $250,000   $153,409  $153,409  $250,000
      25     $160,363     $35,929   $35,929  $250,000    $96,836   $96,836  $250,000   $268,563  $268,563  $327,647
      30     $223,235     $31,985   $31,985  $250,000   $126,443  $126,443  $250,000   $456,374  $456,374  $529,394
    </TABLE>

               The above illustrations are based on the following:

        (1) Assumes no policy loans have been made.
        (2) Current values reflect current cost of insurance rates, a state
            premium tax rate of 2.00%, a combined administrative charge of

                                                        49
<PAGE>







            $25.00 per month in year 1 and $5.00 per month thereafter, and
            a mortality and expense risk charge of 0.90% of assets for the
            first 10 policy years and 0.50% for policy years eleven and later. 
        (3) Net investment returns are calculated as the hypothetical  
            gross investment returns less all charges and deductions shown
            in the prospectus.  
        (4) Assumes that the premium is paid at the beginning of the policy
            year.  Values would be different if the premiums are paid with a
            different frequency or in different amounts.

    ==========================================================================
    THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE AND ELSEWHERE IN 
    THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A 
    REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES
    OF RETURN MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER
    OF FACTORS INCLUDING THE INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING
    RATES AND RATES OF INFLATION.  THE DEATH BENEFIT AND CASH VALUE FOR A POLICY
    WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 
    0%, 6%, OR 12% OVER A PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW 
    THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE 
    BY THE COMPANY OR THE FUND THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE 
    ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.  





                                                        50
<PAGE>







    <TABLE>
    <CAPTION>

                    Illustration of Policy Values
                     AIG Life Insurance Company
     Male Issue Age 40                                          Non Smoker                                     
      
                        $3,200 Annual Premium
                        $250,000 Face Amount
                    Death Benefit Option (Level)


                        Using Guaranteed Cost of Insurance Rates
    --------------------------------------------------------------------------------------------------------
      Premiums            0% Hypothetical              6% Hypothetical               12% Hypothetical        
    Accumulated     Gross Investment Return      Gross Investment Return       Gross Investment Return
    --------------------------------------------------------------------------------------------------------
    <S>       <C>        <C>       <C>     <C>        <C>         <C>       <C>      <C>       <C>      <C>   
     
    End of    at 5.00%   Policy   Net Cash          Policy    Net Cash              Policy   Net Cash
    Policy    Interest   Account  Surrender Death   Account   Surrender  Death      Account  Surrender  Death
     Year     Per Year   Value    Value     Benefit  Value    Value      Benefit     Value    Value     Benefit

    1      $3,360      $1,927   $1,127  $250,000   $2,070    $1,270   $250,000     $2,215   $1,415   $250,000
    2      $6,888      $4,079   $3,279  $250,000   $4,495    $3,695   $250,000     $4,928   $4,128   $250,000
    3     $10,592      $6,154   $5,354  $250,000   $6,979    $6,179   $250,000     $7,875   $7,075   $250,000
    4     $14,482      $8,148   $7,348  $250,000   $9,524    $8,724   $250,000    $11,074   $10,274  $250,000
    5     $18,566     $10,060   $9,260  $250,000   $12,126   $11,326   $250,000    $14,549  $13,749  $250,000
    6     $22,854     $11,883  $11,163  $250,000   $14,783   $14,063   $250,000    $18,322  $17,602  $250,000
    7     $27,357     $13,616  $12,976  $250,000   $17,495   $16,855   $250,000    $22,423  $21,783  $250,000
    8     $32,085     $15,256  $14,696  $250,000   $20,260   $19,700   $250,000    $26,883  $26,323  $250,000
    9     $37,049     $16,799  $16,319  $250,000   $23,075   $22,595   $250,000    $31,736  $31,256  $250,000
    10    $42,262     $18,239  $17,839  $250,000   $25,939   $25,539   $250,000    $37,020  $36,620  $250,000
    11    $47,735     $19,568  $19,248  $250,000   $28,843   $28,523   $250,000    $42,773  $42,453  $250,000
    12    $53,482     $20,775  $20,535  $250,000   $31,780   $31,540   $250,000    $49,038  $48,798  $250,000
    13    $59,516     $21,846  $21,686  $250,000   $34,738   $34,578   $250,000    $55,862  $55,702  $250,000
    14    $65,851     $22,766  $22,686  $250,000   $37,703   $37,623   $250,000    $63,295  $63,215  $250,000
    15    $72,504     $23,522  $23,522  $250,000   $40,665   $40,665   $250,000    $71,401  $71,401  $250,000
    16    $79,489     $24,099  $24,099  $250,000   $43,612   $43,612   $250,000    $80,249  $80,249  $250,000
    17    $86,824     $24,484  $24,484  $250,000   $46,532   $46,532   $250,000    $89,924  $89,924  $250,000
    18    $94,525     $24,669  $24,669  $250,000   $49,419   $49,419   $250,000   $100,526  $100,526 $250,000
    19    $102,611    $24,632  $24,632  $250,000   $52,256   $52,256   $250,000   $112,164  $112,164 $250,000
    20    $111,102    $24,348  $24,348  $250,000   $55,022   $55,022   $250,000   $124,962  $124,962 $250,000
    25    $160,363    $17,985  $17,985  $250,000   $66,780   $66,780   $250,000   $212,469  $212,469 $259,213
    30    $223,235    $0       $0        $0        $71,235   $71,235   $250,000   $353,973  $353,973 $410,609
    </TABLE>

 The above illustrations are based on the following:
 (1)  Assumes no policy loans have been made.
 (2) Values reflect guaranteed cost of insurance rates, a state
     premium tax rate of 2.00%, a combined administrative charge
     of $35.00 per month in year 1 and $10.00 per month
     thereafter,

                                                    51
<PAGE>


     and a mortality and expense risk charge of 0.90% of assets
     for all years.
     (3)  Net investment returns are calculated as the
     hypothetical gross investment returns less all charges and
     deductions shown in the prospectus.
     (4)  Assumes  that the premium is paid at the beginning of
     the policy year.  Values would be different if the premiums
     are paid with a different frequency or in different amounts.


==============================================================

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE AND
ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT
BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF
RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN THOSE
SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND
RATES OF INFLATION.  THE DEATH BENEFIT AND CASH VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF
RETURN AVERAGED 0%, 6%, OR 12% OVER A PERIOD OF YEARS BUT ALSO
FLUCTUATED ABOVE OR BELOW
THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.  NO REPRESENTATION
CAN BE MADE BY THE COMPANY OR THE FUND THAT THESE HYPOTHETICAL
RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.  
















                                                        52
<PAGE>
                                              Illustration of Policy Values 
                                                AIG Life Insurance Company  
                                                                            
                                                  $8,500 Annual Premium     
                                                   $400,000 Face Amount
                                              Death Benefit Option (Level)      
  Male Issue Age 50                                   Non Smoker   
                                                                 


  <TABLE>
  <CAPTION>
                                             Using Current Cost of Insurance
  Rates
- -----------------------------------------------------------------------------------------------------------------------
0% Hypothetical                        6% Hypothetical                      12% Hypothetical
Gross Investment Return                Gross Investment Return               Gross Investment Return
- ----------------------------------------------------------------------------------------------------------------------
<S>      <C>        <C>         <C>          <C>         <C>        <C>        <C>         <C>         <C>         <C> 
          Premiums    
         Accumulated 
                                                  Policy
End of  at 5.00%     Policy     Net Cash     Death      Net Cash               Policy       Net Cash
Policy  Interest     Account    Surrender    Account    Surrender    Death     Account      Surrender  Death
Year    Per Year     Value      Value        Benefit     Value       Value     Benefit      Value      Value    Benefit

1      $8,925        $6,116      $3,991    $400,000      $6,530      $4,405   $400,000   $6,945     $4,820     $400,000
2      $18,296       $12,259     $10,134   $400,000      $13,471    $11,346   $400,000   $14,734    $12,609    $400,000
3      $28,136       $18,216     $16,091   $400,000      $20,624    $18,499   $400,000   $23,233    $21,108    $400,000
4      $38,468       $23,992     $21,867   $400,000      $28,001    $25,876   $400,000   $32,518    $30,393    $400,000
5      $49,316       $29,549     $27,424   $400,000      $35,573    $33,448   $400,000   $42,634    $40,509    $400,000
6      $60,707       $34,816     $32,903   $400,000      $43,275    $41,362   $400,000   $53,598    $51,685    $400,000
7      $72,667       $39,823     $38,123   $400,000      $51,144    $49,444   $400,000   $65,535    $63,835    $400,000
8      $85,226       $44,526     $43,039   $400,000      $59,146    $57,658   $400,000   $78,512    $77,024    $400,000
9      $98,412       $48,902     $47,627   $400,000      $67,263    $65,988   $400,000   $92,628    $91,353    $400,000
10     $112,258      $53,019     $51,957   $400,000      $75,575    $74,512   $400,000   $108,086   $107,023   $400,000
11     $126,796      $57,077     $56,227   $400,000      $84,401    $83,551   $400,000   $125,519   $124,669   $400,000
12     $142,060      $60,953     $60,316   $400,000      $93,559    $92,922   $400,000   $144,820   $144,182   $400,000
13     $158,088      $64,593     $64,168   $400,000      $103,024   $102,599  $400,000   $166,178   $165,753   $400,000
14     $174,918      $67,966     $67,754   $400,000      $112,793   $112,581  $400,000   $189,838   $189,625   $400,000
15     $192,589      $71,053     $71,053   $400,000      $122,877   $122,877  $400,000   $216,091   $216,091   $400,000
16     $211,143      $73,835     $73,835   $400,000      $133,290   $133,290  $400,000   $245,278   $245,278   $400,000
17     $230,625      $76,260     $76,260   $400,000      $144,025   $144,025  $400,000   $277,779   $277,779   $400,000
18     $251,082      $78,270     $78,270   $400,000      $155,075   $155,075  $400,000   $314,049   $314,049   $400,000
19     $272,561      $79,823     $79,823   $400,000      $166,453   $166,453  $400,000   $354,593   $354,593   $414,874
20     $295,114      $80,879     $80,879   $400,000      $178,183   $178,183  $400,000   $399,369   $399,369   $463,267
25     $425,964      $76,510     $76,510   $400,000      $243,201   $243,201  $400,000   $702,822   $702,822   $752,020
30     $592,967      $49,687     $49,687   $400,000      $326,223   $326,223  $400,000  $1,200,63 $1,200,630 $1,260,661
    </TABLE>
     The above illustrations are based on the following:          
                                                   
                                           53
<PAGE>







     (1)  Assumes no policy loans have been made.
     (2)  Current values reflect current cost of insurance rates,
          a state premium tax rate of 2.00%, a combined
          administrative charge of $25.00 per month in year 1 and
          $5.00 per month thereafter, and a mortality and expense
          risk charge of 0.90% of assets for the 
          first 10 policy years and 0.50% for policy years eleven
          and later.
     (3)  Net investment returns are calculated as the
          hypothetical gross investment returns less all charges
          and deductions shown in the prospectus.
     (4)  Assumes that the premium is paid at the beginning of
          the policy year.  Values would be different if the
          premiums are paid with a different frequency or in
          different amounts.

   
==============================================================
    THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE AND
ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT
BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF
RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR LESS THAN THOSE
SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND
RATES OF INFLATION.  THE DEATH BENEFIT AND CASH VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF
RETURN AVERAGED 0%, 6%, OR 12% OVER A PERIOD OF YEARS BUT ALSO
FLUCTUATED ABOVE OR BELOW 
THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.  NO REPRESENTATION
CAN BE MADE BY THE COMPANY OR THE FUND THAT THESE HYPOTHETICAL
RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.  






                                                        54
<PAGE>







                                                                  

                                  Illustration of Policy Values
                                  AIG Life Insurance Company

     Male Issue Age 50               $8,500 Annual Premium        
  Non Smoker
                                       $400,000 Face Amount
                                   Death Benefit Option (Level)


       <TABLE>
        <CAPTION>



                                            Using Guaranteed Cost of Insurance Rates
    ---------------------------------------------------------------------------------------------------------------
                       0% Hypothetical                   6% Hypothetical                     12% Hypothetical
                    Gross Investment Return           Gross Investment Return              Gross Investment Return
    -------------------------------------------------------------- -------------------------------------------------
    <S>     <C>         <C>        <C>        <C>        <C>          <C>       <C>             <C>        <C>         <C>    
         
            Premiums   
            Accumulated
    End of  at 5.00%    Policy    Net Cash               Policy    Net Cash            Policy     Net Cash
    Policy  Interest    Account   Surrender   Death      Account   Surrender    Death  Account    Surrender   Death
     Year   Per Year    Value     Value     Benefit      Value      Value     Benefit  Value      Value       Benefit
     1    $8,925    $5,360    $3,235    $400,000      $5,750     $3,625  $400,000   $6,141      $4,016      $400,000
     2   $18,296    $10,772    $8,647    $400,000     $11,892     $9,767  $400,000   $13,061     $10,936    $400,000
     3   $28,136    $15,916   $13,791    $400,000     $18,116    $15,991  $400,000   $20,504     $18,379    $400,000
     4   $38,468    $20,771   $18,646    $400,000     $24,402    $22,277  $400,000   $28,506     $26,381    $400,000
     5   $49,316    $25,319   $23,194    $400,000     $30,736    $28,611  $400,000   $37,108     $34,983    $400,000
     6   $60,707    $29,541   $27,629    $400,000     $37,097    $35,185  $400,000   $46,360     $44,448    $400,000
     7   $72,667    $33,421   $31,721    $400,000     $43,473    $41,773  $400,000   $56,322     $54,622    $400,000
     8   $85,226    $36,951   $35,463    $400,000     $49,857    $48,370  $400,000   $67,073     $65,586    $400,000
     9   $98,412    $40,102   $38,827    $400,000     $56,226    $54,951  $400,000   $78,688     $77,413    $400,000
    10  $112,258    $42,843   $41,781    $400,000     $62,551    $61,489  $400,000   $91,247     $90,185    $400,000
    11  $126,796    $45,135   $44,285    $400,000     $68,800    $67,950  $400,000   $104,849    $103,999   $400,000
    12  $142,060    $46,938   $46,301    $400,000     $74,938    $74,300  $400,000   $119,606    $118,968   $400,000
    13  $158,088    $48,184   $47,759    $400,000     $80,906    $80,481  $400,000   $135,636    $135,211   $400,000
    14  $174,918    $48,806   $48,593    $400,000     $86,648    $86,435  $400,000   $153,090    $152,877   $400,000
    15  $192,589    $48,735   $48,735    $400,000     $92,107    $92,107  $400,000   $172,156    $172,156   $400,000
    16  $211,143    $47,904   $47,904    $400,000     $97,228    $97,228  $400,000   $193,070    $193,070   $400,000
    17  $230,625    $46,241   $46,241    $400,000    $101,959   $101,959  $400,000   $216,125    $216,125   $400,000
    18  $251,082    $43,674   $43,674    $400,000    $106,244   $106,244  $400,000   $241,681    $241,681   $400,000
    19  $272,561    $40,101   $40,101    $400,000    $110,009   $110,009  $400,000   $270,173    $270,173   $400,000
    20  $295,114    $35,382   $35,382    $400,000    $113,148   $113,148  $400,000   $302,126    $302,126   $400,000
    25  $425,964         $0        $0          $0    $112,746   $112,746  $400,000   $526,573    $526,573   $563,433
    30  $592,967         $0        $0          $0    $55,418    $55,418   $400,000   $886,643    $886,643   $930,975
     </TABLE>                                           
         The above illustrations are based on the following:
           (1)  Assumes no policy loans have been made.
           (2)  Values reflect guaranteed cost of insurance rates, a state

                                                            55
<PAGE>




        premium tax rate of 2.00%, a combined administrative charge of
        $35.00 per month in year 1 and $10.00 per month thereafter, 
        and a mortality and expense risk charge of 0.90% of assets for
        all years.
   (3)  Net investment returns are calculated as the hypothetical gross
        investment returns less all charges and deductions shown in the
        prospectus.
   (4)  Assumes that the premium is paid at the beginning of the policy
        year.  Values would be different if the premiums are paid with
        a different frequency or in different amounts.
============================================================================
THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION
OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE 
MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS 
INCLUDING THE INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND
RATES OF INFLATION.  THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD 
BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%,
OR 12% OVER A PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE 
AVERAGES FOR INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY THE
COMPANY OR THE FUND THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.  

























                                                        56
<PAGE>







                     Illustration of Policy Values
                      AIG Life Insurance Company
    Male Issue Age 35                                           Non Smoker
                         $2,000 Annual Premium
                         $200,000 Face Amount
                     Death Benefit Option (Level)
        <TABLE>
        <CAPTION>

                    

                                                 Using Current Cost of Insurance Rates
    --------------------------------------------------------------------------------------------------------
                           0% Hypothetical               6% Hypothetical               12% Hypothetical
                       Gross Investment Return       Gross Investment Return        Gross Investment Return
    ---------------------------------------------------------------------------------------------------------
    <S>         <C>       <C>        <C>       <C>         <C>      <C>       <C>      <C>        <C>    <C>    
           

                 Premiums   
                Accumulated
    End of  at 5.00%    Policy       Net   Cash       Policy   Net Cash            Policy   Net Cash
    Policy  Interest    Account  Surrender Death      Account  Surrender  Death    Account  Surrender  Death
    Year   Per Year    Value     Value    Benefit     Value    Value     Benefit  Value    Value      Benefit

      1   $2,100      $1,277      $777    $200,000   $1,369      $869   $200,000   $1,462      $962  $200,000 
      2   $4,305      $2,760    $2,260    $200,000   $3,030    $2,530   $200,000   $3,313    $2,813  $200,000 
      3   $6,620      $4,203    $3,703    $200,000   $4,748    $4,248   $200,000   $5,337    $4,837  $200,000 
      4   $9,051      $5,608    $5,108    $200,000   $6,523    $6,023   $200,000   $7,551    $7,051  $200,000 
      5   $11,604     $6,968    $6,468    $200,000   $8,351    $7,851   $200,000   $9,968    $9,468  $200,000 
      6   $14,284     $8,290    $7,840    $200,000  $10,242    $9,792   $200,000  $12,615   $12,165  $200,000 
      7   $17,098     $9,576    $9,176    $200,000  $12,199   $11,799   $200,000  $15,518   $15,118  $200,000 
      8   $20,053     $10,830   $10,480   $200,000  $14,230   $13,880   $200,000  $18,707   $18,357  $200,000 
      9   $23,156     $12,052   $11,752   $200,000  $16,336   $16,036   $200,000  $22,209   $21,909  $200,000 
     10   $26,414     $13,229   $12,979   $200,000  $18,508   $18,258   $200,000  $26,047   $25,797  $200,000 
     11   $29,834     $14,390   $14,190   $200,000  $20,803   $20,603   $200,000  $30,347   $30,147  $200,000 
     12   $33,426     $15,493   $15,343   $200,000  $23,163   $23,013   $200,000  $35,064   $34,914  $200,000 
     13   $37,197     $16,540   $16,440   $200,000  $25,596   $25,496   $200,000  $40,251   $40,151  $200,000 
     14   $41,157     $17,563   $17,513   $200,000  $28,134   $28,084   $200,000  $45,986   $45,936  $200,000 
     15   $45,315     $18,538   $18,538   $200,000  $30,760   $30,760   $200,000  $52,311   $52,311  $200,000 
     16   $49,681     $19,444   $19,444   $200,000  $33,459   $33,459   $200,000  $59,271   $59,271  $200,000 
     17   $54,265     $20,283   $20,283   $200,000  $36,236   $36,236   $200,000  $66,943   $66,943  $200,000 
     18   $59,078     $21,064   $21,064   $200,000  $39,107   $39,107   $200,000  $75,416   $75,416  $200,000 
     19   $64,132     $21,790   $21,790   $200,000  $42,076   $42,076   $200,000  $84,783   $84,783  $200,000 
     20   $69,439     $22,440   $22,440   $200,000  $45,132   $45,132   $200,000  $95,134   $95,134  $200,000 
     25   $100,227    $23,949   $23,949   $200,000  $61,395   $61,395   $200,000  $165,906  $165,906 $222,315  
     30   $139,522    $22,487   $22,487   $200,000  $79,945   $79,945   $200,000  $282,063  $282,063 $344,117 

     </TABLE>

The above illustrations are based on the following:               
       
(1)  Assumes no policy loans have been made.
(2)  Current values reflect current cost of insurance rates, a

                                                        57
<PAGE>







state premium tax rate of 2.00%, a combined administrative
charge of $25.00 per month in year 1 and $5.00 per month 
thereafter, and a mortality and expense  risk charge of 
0.90% of assets for the first 10 policy years and 0.50%
for policy years eleven and later.
(3)  Net investment returns are calculated as the hypothetical
gross investment returns less all charges and deductions
shown in the prospectus.
(4)  Assumes that the premium is paid at the beginning of the
policy year.   Values would be different if the premiums
are paid with a different frequency or in different amounts.


==============================================================
THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE AND
ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT
BE DEEMED A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF
RETURN. ACTUAL RATES OF RETURN MAY BE  MORE OR LESS THAN THOSE
SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS      INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND
RATES OF INFLATION.  THE DEATH BENEFIT AND CASH VALUE FOR A
POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF
RETURN AVERAGED 0%, 6%,
OR 12% OVER A PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW
THOSE AVERAGES FOR INDIVIDUAL POLICY YEARS.  NO REPRESENTATION
CAN BE MADE BY THE COMPANY OR THE FUND THAT THESE HYPOTHETICAL
RATES OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED
OVER ANY PERIOD OF TIME.  














                                                        58
<PAGE>








                    Illustration of Policy Values
                     AIG Life Insurance Company
    Male Issue Age 35                                             
  Non Smoker
                        $2,000 Annual Premium
                        $200,000 Face Amount
                    Death Benefit Option (Level)

    <TABLE>
     <CAPTION>


                                           Using Guaranteed Cost of Insurance Rates
    -----------------------------------------------------------------------------------------------------------
                             0% Hypothetical                   6% Hypothetical                12% Hypothetical
                         Gross Investment Return           Gross Investment Return         Gross Investment Return

    ------------------------------------------------------------------------------------------------------------
      <S>     <C>             <C>     <C>         <C>        <C>     <C>        <C>         <C>     <C>       <C>
               Premiums   
               Accumulated    
     End of    at 5.00%      Policy Net Cash               Policy   Net Cash              Policy   Net Cash
     Policy    Interest     Account Surrender    Death     Account  Surrender   Death     Account  Surrender   Death
      Year     Per Year       Value    Value     Benefit    Value     Value    Benefit     Value     Value    Benefit
       1       $2,100        $1,073     $573     $200,000   $1,158      $658  $200,000     $1,244      $744  $200,000
       2       $4,305        $2,409   $1,909     $200,000   $2,656    $2,156  $200,000     $2,914    $2,414  $200,000
       3       $6,620        $3,701   $3,201     $200,000   $4,195    $3,695  $200,000     $4,730    $4,230  $200,000
       4       $9,051        $4,948   $4,448     $200,000   $5,775    $5,275  $200,000     $6,707    $6,207  $200,000
       5      $11,604        $6,150   $5,650     $200,000   $7,398    $6,898  $200,000     $8,860    $8,360  $200,000
       6      $14,284        $7,301   $6,851     $200,000   $9,059    $8,609  $200,000    $11,200   $10,750  $200,000
       7      $17,098        $8,401   $8,001     $200,000  $10,759   $10,359  $200,000    $13,747   $13,347  $200,000
       8      $20,053        $9,449   $9,099     $200,000  $12,498   $12,148  $200,000    $16,522   $16,172  $200,000
       9      $23,156       $10,443  $10,143     $200,000  $14,274   $13,974  $200,000    $19,544   $19,244  $200,000
       10     $26,414       $11,380  $11,130     $200,000  $16,087   $15,837  $200,000    $22,837   $22,587  $200,000
       11     $29,834       $12,255  $12,055     $200,000  $17,934   $17,734  $200,000    $26,426   $26,226  $200,000
       12     $33,426       $13,067  $12,917     $200,000  $19,813   $19,663  $200,000    $30,339   $30,189  $200,000
       13     $37,197       $13,812  $13,712     $200,000  $21,723   $21,623  $200,000    $34,610   $34,510  $200,000
       14     $41,157       $14,488  $14,438     $200,000  $23,661   $23,611  $200,000    $39,275   $39,225  $200,000
       15     $45,315       $15,089  $15,089     $200,000  $25,625   $25,625  $200,000    $44,371   $44,371  $200,000
       16     $49,681       $15,607  $15,607     $200,000  $27,608   $27,608  $200,000    $49,942   $49,942  $200,000
       17     $54,265       $16,035  $16,035     $200,000  $29,603   $29,603  $200,000    $56,034   $56,034  $200,000
       18     $59,078       $16,359  $16,359     $200,000  $31,600   $31,600  $200,000    $62,697   $62,697  $200,000
       19     $64,132       $16,568  $16,568     $200,000  $33,588   $33,588  $200,000    $69,989   $69,989  $200,000
       20     $69,439       $16,649  $16,649     $200,000  $35,556   $35,556  $200,000    $77,979   $77,979  $200,000
       25    $100,227       $14,717  $14,717     $200,000  $44,734   $44,734  $200,000   $131,626  $131,626  $200,000
       30    $139,522        $6,922   $6,922     $200,000  $51,125   $51,125  $200,000   $219,379  $219,379  $267,643

     </TABLE>
                                      
The above illustrations are based on the following:
(1)  Assumes no policy loans have been made.
(2)  Values reflect guaranteed cost of insurance rates, a state
     premium tax rate of 2.00%, a combined administrative charge

                                                     59
<PAGE>







     of $35.00 per month in year 1 and $10.00 per month
     thereafter, and a mortality and expense risk charge of 0.90%
     of assets for all years.
 (3) Net investment returns are calculated as the hypothetical
     gross investment returns less all charges and deductions
     shown in the prospectus.
 (4) Assumes that the premium is paid at the beginning of the
     policy year.  Values would be different if the premiums are
     paid with a different frequency or in different amounts.


==============================================================
HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION
OF PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY
BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS 
INCLUDING THE INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING RATES AND
RATES OF INFLATION.  THE DEATH BENEFIT AND CASH VALUE FOR A POLICY WOULD BE
DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%,
OR 12% OVER A PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE
AVERAGES FOR INDIVIDUAL POLICY YEARS.  NO REPRESENTATION CAN BE MADE BY 
THE COMPANY OR THE FUND THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE 
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.




















                                                        60
<PAGE>







                      OTHER POLICY BENEFITS AND PROVISIONS

Right to Convert

The Policy may be converted to a Policy of flexible premium fixed benefit
life insurance on the life of the Insured.  This conversion may be made
either:

    a.     within 24 months after the Issue Date while the Policy is in
           force or within 24 months of any increase in Face Amount, or

    b.     within 60 days of the effective date of a material change in the
           investment policy of a Subaccount, or within 60 days of the
           notification of such change, if later.  In the event of such a
           change, the Company will notify the Owner and give the Owner
           information on the options available.

    When such a conversion is made, no evidence of insurability is
required.  When a conversion is requested, the Company accomplishes this by
transferring all of the Account Value to the Guaranteed Account.  There is
no charge for this transfer.  Once this option is exercised, the entire
Account Value must remain in the Guaranteed Account for the life of the
Policy.  The Face Amount in effect at the time of the conversion remains
unchanged.  The Effective Date, Date of Issue and Issue Age are unchanged. 
The Owner and Beneficiary are the same as were recorded immediately before
the conversion.

Limits on Our Rights to Contest the Policy

    Incontestability.  We will not contest the Policy after it has been in
force during the Insured's lifetime for two years from the Issue Date.  Any
increase in the Face Amount will be incontestable with respect to
statements made in the evidence of insurability for that increase after the
increase has been in force during the life of the Insured for two years
after the effective date of the increase.

    Suicide Exclusion.  If the Insured commits suicide (while sane or
insane) within two years after the Issue Date, Our liability will be
limited to the payment of a single sum.  This sum will be equal to the
Premiums paid, minus any loan and accrued loan interest and minus any
partial surrender and minus the cost of any riders attached to the Policy. 
If the Insured commits suicide (while sane or insane) within two years
after the effective date of an increase in the Face Amount, then Our
liability as to the increase in amount will be limited to the payment of a
single sum equal to the monthly cost of insurance deductions made for such
increase plus the expense charge deducted for the increase.

Changes in the Policy or Benefits

    Misstatement of Age or Sex.  If an Insured's age or sex has been
misstated in the Policy, the Death Benefit and any benefits provided by


                                    61
<PAGE>







Riders to the Policy shall be those which would be purchased at the then
current cost of insurance charge for the correct age and sex.

    Other Changes.  At any time We may make such changes in the Policy as
are necessary to assure compliance at all times with the definition of life
insurance prescribed by the Internal Revenue Code or to make the Policy
conform with any law or regulation issued by any government agency to which
it is subject.  Any such change, however, may be accepted or rejected by
the Owner.

When Proceeds Are Paid

    We will ordinarily pay any Death Benefit, loan proceeds or partial or
full surrender proceeds within seven days after receipt at Our
Administrative Office of all the documents required for such a payment. 
Other than the Death Benefit, which is determined as of the date of death,
the amount will be determined as of the date of receipt of required
documents.  However, We may delay making a payment or processing a transfer
request if (1) the disposal or valuation of the Separate Account's assets
is not reasonably practicable because the New York Stock Exchange is closed
for other than a regular holiday or weekend, trading is restricted by the
SEC, or the SEC declares that an emergency exists; or (2) the SEC by order
permits postponement of payment to protect the Company's Owners.  (See also
"PAYMENTS FROM THE GUARANTEED ACCOUNT," page ___.)

Reports to Policy Owners

    You will receive a confirmation within seven days of the transaction
of: the receipt of any Premium (except Premiums received before the Issue
Date); any change of allocation of Premiums; any transfer between
Subaccounts; any loan, interest repayment, or loan repayment; any partial
surrender; or any return of Premium necessary to comply with applicable
maximum receipt of any Premium payment.  You will also receive confirmation
within seven days of transaction of: (1) exercise of the Period to Examine
and Cancel; (2) an exchange of the Policy; (3) full surrender of the
Policy; and (4) payment of the Death Benefit under the Policy.

    Within 30 days after each Policy Anniversary an annual statement will
be sent to each Owner.  The statement will show the current amount of Death
Benefits payable under the Policy, the current Account Value, the current
Cash Surrender Value and current Outstanding Loans.  The statement will
also show Premiums paid, all charges deducted during the Policy Year, and
all transactions.  The Company will also send to Owners annual and semi-
annual report of the Separate Account.

Assignment

    The Policy may be assigned in accordance with its terms on a form
provided by Us. We will not be deemed to know of an assignment unless We
receive a copy of it at Our Administrative Office.  We assume no
responsibility for the validity or sufficiency of any assignment.  Any


                                    62
<PAGE>







assignment or pledge of a Modified Endowment Contract as collateral for a
loan may result in a taxable event.  (See "TAX CONSIDERATIONS," page ___.)

Reinstatement

    If the Policy has ended without value, You may reinstate Policy
benefits while the Insured is alive if You:

    1.     Ask for reinstatement of Policy benefits within 3 years from the
           end of the Grace Period;

    2.     Provide evidence of insurability satisfactory to Us;

    3.     Make a payment of an amount sufficient to cover (i) the total
           monthly administrative charges from the beginning of the Grace
           Period to the effective date of reinstatement; (ii) total
           monthly deductions for 3 months, calculated from the effective
           date of reinstatement; and (iii) the charge for applicable
           taxes, the Premium charge, and any increase in surrender charges
           associated with this payment.  We will determine the amount of
           this required payment as if no interest or investment
           performance were credited to or charged against Your Account
           Value; and

    4.     Repay or reinstate any Policy loan which existed on the date the
           Policy ended.

    The effective date of the reinstatement of Policy benefits will be the
beginning of the Policy Month which coincides with or next follows the date
We approve Your request.

    From the required payment We will deduct the charge for applicable
taxes and the premium charge.  The Account Value, Policy loan and surrender
charges that will apply upon reinstatement will be those that were in
effect on the date the Policy lapsed.

    We will start to make monthly deductions again as of the effective
date of reinstatement.  The monthly expense charge from the beginning of
the Grace Period to the effective date of reinstatement will be deducted
from the Account Value as of the effective date of reinstatement.  No other
charges will accrue for this period.




                              63
<PAGE>
                         TAX CONSIDERATIONS

      The following description is based upon the Company's
understanding of current federal income tax law applicable to
life insurance in general.  The Company cannot predict the
probability that any changes in such laws will be made. 
Purchasers are cautioned to seek competent tax advice
regarding the possibility of such changes.

      Section 7702 of the Internal Revenue Code of 1986, as
amended ("Code"), defines the term "life insurance contract"
for purposes of the Code.  The Company believes that the
Policies to be issued will qualify as "life insurance
contracts" under Section 7702, but the Company does not
guarantee the tax status of the Policies.  Purchasers bear the
complete risk that the Policies may not be treated as "life
insurance" under federal income tax laws.  Purchasers should
consult their own tax advisers with regard to these risks.

Introduction

      The discussion contained herein is general in nature and is
not intended as tax advice.  Each person concerned should
consult a competent tax adviser.  No attempt is made to
consider any applicable state or other tax laws.  Moreover,
the discussion herein is based upon the Company's
understanding of current federal income tax laws and the
current interpretation of those laws.  No representation is
made regarding the likelihood of continuation of those current
federal income tax laws or of the current interpretations by
the Internal Revenue Service.

The Company

    The Company is taxed as a life insurance company under the
Code.  For federal income tax purposes, the Separate Account
is not a separate entity from the Company and its operations
form a part of the Company.

Diversification

  Section 817 (h) of the Code and the regulations prescribed
under that Section by the United States Treasury Department
("Treasury Department") impose certain diversification
standards on the investments underlying variable life
insurance contracts.  Section 817(h) of the Code provides that
if the investment assets underlying a variable life insurance
contract are not properly diversified in accordance with the
Treasury regulations issued under that Section, then that
contract shall be immediately and permanently disqualified
from treatment as a life insurance contract for federal income
tax purposes.  Disqualification of the Policy as a life
                                 64
<PAGE>







insurance contract would result in imposition of federal
income tax on the Policy Owner with respect to earnings
allocable to the Policy prior to the receipt of payments under
the Policy.

    Generally, for purposes of determining whether the
diversification standards imposed by Section 817(h) of the
Code on the underlying assets of variable contracts have been
met, "each United States government agency or instrumentality
shall be treated as a separate issuer."  To the extent that
any segregated asset account with respect to a variable life
insurance contract is invested in securities issued by the
U.S. Treasury, the investments made by such accounts shall be
treated as adequately diversified.  The Code also contains a
safe harbor provision which provides that a segregated asset
account underlying life insurance contracts such as the
Policies will meet the diversification requirements of Section
817(h) if, as of the close of each quarter, the underlying
assets of the account meet the diversification requirements
applicable to regulated investment companies and not more than
55 percent of the value of the assets of the account are
attributable to cash and cash items (including receivables),
Government securities and securities of other regulated
investment companies.

    Treasury Regulation Section 1.817-5 establishes the
specific diversification requirements applicable to the
investment portfolios underlying variable life insurance
contracts such as the Policies, and provides alternatives to
the safe harbor provisions described above.  Under this
Regulation, an investment portfolio will be deemed adequately
diversified if: (i) no more than 55% of the value of the total
assets of the portfolio is represented by any one investment;
(ii) no more than 70% of the value of the total assets of the
portfolio is represented by any two investments; (iii) no more
than 80% of the value of the total assets of the portfolio is
represented by any three investments; and (iv) no more than
90% of the value of the total assets of the portfolio is
represented by any four investments.  For purposes of these
percentage tests, all securities of the same issuer are
generally treated as a single investment.  The Regulation also
provides a remedial procedure pursuant to which some of the
adverse consequences of a violation of the diversification
requirements may be avoided.  This procedure requires, among
other things, a tax penalty payment by the issuer of the
affected policies.

    The Company intends that each Fund underlying the Policies
will be managed by its Investment Manager in such a manner as
to comply with these diversification requirements.



                               65
<PAGE>







    When Regulations under Section 817(h) of the Code were
first proposed in 1989, the Treasury Department also indicated
that guidelines would be forthcoming under which a variable
life insurance Policy would not be treated as a life insurance
contract for tax purposes if the owner of the Policy had an
excessive degree of control over the investments underlying
the Policy (e.g., by being able to transfer values among Sub-
accounts with only limited restrictions).  The issuance of
such guidelines could require the Company to impose
limitations on the rights of the Policy Owners to control
investment designations under the Policies.  It is not
presently known whether any such guidelines will be issued or
whether any such guidelines would have retroactive effect.

Tax Treatment of the Policy

    Section 7702 of the Code sets forth a detailed definition
of a life insurance contract for Federal tax purposes.  The
Treasury Department is authorized to prescribe regulations
implementing Section 7702.  While proposed regulations and
other interim guidance have been issued, final regulations
have not been adopted so that the extent of the official
guidance as to how Section 7702 is to be applied is quite
limited.  If a Policy were determined not to be a life
insurance contract for purposes of Section 7702, that Policy
would not qualify for the favorable tax treatment normally
provided to a life insurance Policy.

    With respect to a Policy issued on the basis of a standard
rate class, the Company believes (largely in reliance on IRS
Notice 88-128 and the proposed regulations under Section 7702,
issued on July 5, 1991) that such a Policy should meet the
Section 7702 definition of a life insurance contract.

    With respect to a Policy that is issued on a substandard
basis (i.e., a premium class involving higher than standard
mortality risk), there is less certainty, in particular as to
how the mortality and other expense requirements of Section
7702 are to be applied in determining whether such a Policy
meets the definition of a life insurance contract set forth in
section 7702.  Thus, it is not clear that such a Policy would
satisfy Section 7702, particularly if the Owner pays the full
amount of premiums permitted under the Policy.

    If subsequent guidance issued under Section 7702 leads the
Company to conclude that a Policy does not (or may not)
satisfy Section 7702, the Company will take appropriate and
necessary steps for the purpose of causing such Policy to
comply with Section 7702, but the Company can give no
assurance that it will be possible to achieve that result. 
The Company expressly reserves the right to restrict Policy
transactions if it determines such action to be necessary as

                               66
<PAGE>







part of an attempt by the Company to qualify the Policies as
life insurance contracts under Section 7702.

    The discussion set forth below assumes that each Policy
will qualify as a life insurance contract for Federal income
tax purposes under Section 7702.

Tax Treatment of Policy Benefits In General

    The Company believes that the Policy should be treated as a
life insurance contract for Federal income tax purposes. 
Thus, the Death Benefit under the Policy should be excluded
from the gross income of the Beneficiary under Section
101(a)(1) of the Code.  In addition, the cash value increases
of a Policy should not be taxed until there has been a
distribution from the Policy such as a surrender, partial
surrender, lapse with loan, or a payment of benefits at a
Policy's Maturity Date.

    Upon a complete surrender or lapse of any Policy or upon a
payment of benefits at a Policy's Maturity Date, any excess of
the amount received plus the amount of Outstanding Loan over
the total investment in the Policy, will generally be treated
as ordinary income subject to tax.  This treatment of
surrenders, lapses, and payments at a Policy's Maturity Date
applies whether the Policy is or is not treated as a Modified
Endowment Contract.

    Investment in the Policy.  The term "investment in the
Policy" means (i) the aggregate amount of any Premiums or
other consideration paid for a Policy, minus (ii) the
aggregate amount received under the Policy which is excluded
from gross income of the Owner (except that the amount of any
loan from, or secured by, a Policy that is a Modified
Endowment Contract, to the extent such amount is excluded from
gross income, will be disregarded), plus (iii) the amount of
any loan from, or secured by, a Policy that is a Modified
Endowment Contract to the extent that such amount is included
in the gross income of the Owner.

    Distributions From Policies Not Classified as Modified
Endowment Contracts.  Distributions from a Policy that is not
a Modified Endowment Contract, are generally treated first as
a recovery of the Owner's investment in the Policy and then,
but only after the return of all such investment in the
Policy, as a distribution of taxable income.  An exception to
this general rule applies in the case of a decrease in the
Policy's Death Benefit or any other change that reduces
benefits under the Policy in the first fifteen years after the
Policy is issued and that results in a cash distribution to
the Owner, even where such a distribution must be made in
order for the Policy to continue complying with the

                               67
<PAGE>







definitional limits of Section 7702.  Such a cash distribution
will be taxed in whole or in part as ordinary income (to the
extent of any gain in the Policy) under rules prescribed in
Section 7702.

    Loans from, or secured by, a Policy that is not a Modified
Endowment Contract are not treated as distributions.  Instead,
any such loan is generally treated as an Outstanding Loan of
the Owner.

    Modified Endowment Contracts.  Section 7702A of the Code
establishes a class of life insurance contracts designated as
"Modified Endowment Contracts," which applies to Policies
entered into or Policies with certain material changes after
June 20, 1988.  Due to the Policy's flexibility,
classification as a Modified Endowment Contract will depend on
the individual circumstances of each Policy.

    In general, a Policy will be a Modified Endowment Contract
if the accumulated Premiums paid at any time during the first
seven Policy Years exceed the sum of the net level Premiums
which would have been paid on or before such time if the
Policy provided for paid-up future benefits after the payment
of seven level annual Premiums.  Whether a Policy will be a
Modified Endowment Contract after a material change generally
depends upon the relationship of the Death Benefit and Account
Value at the time of such change and the additional premiums
paid in the seven years following the material change.

    The rules relating to whether a Policy will be treated as a
Modified Endowment Contract are extremely complex and cannot
be adequately described in the limited confines of this
summary.  Therefore, a current or prospective Owner should
consult with a competent advisor to determine whether a Policy
transaction will cause the Policy to be treated as a Modified
Endowment Contract.  The Company will, however, monitor
Policies and will take all steps reasonably necessary to
notify an Owner on a timely basis if his or her Policy is in
jeopardy of becoming a Modified Endowment Contract.

    Distributions from Policies Classified as Modified
Endowment Contracts.  Any Policies that are classified as
Modified Endowment Contracts will be subject to additional
adverse tax rules.  Loans taken from, or secured by, such a
Policy will be treated as distributions from the Policy and
will be taxed accordingly.  (Past due loan interest that is
added to the loan amount will also be treated as a loan for
this purpose.)  In addition, all distributions, including any
loans and any distributions upon any full or partial
surrender, a lapse, or a payment of benefits at the Maturity
Date of such a Policy, will be treated as ordinary income to
the extent of the excess (if any) of the Account Value

                               68
<PAGE>







immediately before the distribution over the Owner's
investment in the Policy (described above) at such time. 
These rules may also apply to Policies during the two-year
period prior to the Policy's classification as a Modified
Endowment Contract.

    Penalties on Early Distributions from Policies Classified
as Modified Endowment Contracts.  A ten percent additional
income tax may be imposed under Section 72(v) of the Code on
the portion of any distribution (or any loan) from a Policy
that is classified as a Modified Endowment Contract.  This
additional tax applies to the full amount that is included in
the Owner's taxable income except where the distribution from
the Policy (including distributions upon surrender) or loan is
made from or secured by the Policy on or after the date that
the Owner attains age 59 1/2, is attributable to the Owner's
becoming disabled, or is part of a series of substantially
equal periodic payments (not less frequently than annually)
made for the life (or life expectancy) of the Owner or the
joint lives (or joint life expectancies) of the Owner and the
Owner's Beneficiary.  If a Policy is not a Modified Endowment
Contract, however, then neither distributions (including
distributions upon surrender) nor loans from, or secured by,
the Policy will be subject to the 10% additional tax.

    Multiple Policies.  Section 72(e)(11) of the Code provides
that if two or more Modified Endowment Contracts are issued
within the same calendar year to the same Owner by one company
or its affiliates, then all such contracts must be treated as
one Modified Endowment Contract for purposes of determining
the taxable portion of any loans or distributions.  Such
treatment may result in adverse tax consequences including
more rapid taxation of the loans or other amounts distributed
from all such contracts.  Owners should consult a tax adviser
prior to purchasing more than one Modified Endowment Contract
in any calendar year.

    Interest on Policy Loans.  Except in special circumstances,
interest paid on a loan under a Policy which is owned by an
individual is treated as personal interest under Section
163(h) of the Code and thus will not be tax deductible.  In
addition, the deduction of interest that is incurred on any
loan under a Policy owned by a taxpayer and covering the life
of any individual who is an officer or employee of or who is
financially interested in the business carried on by that
taxpayer may also be subject to certain restrictions set forth
in Section 264 of the Code.  Before taking a Policy loan, an
Owner should consult a tax adviser as to the tax consequences
of such a loan.  (Also Section 264 of the Code may preclude
business Policy Owners from deducting premium payments.)



                               69
<PAGE>







    Policy Exchanges and Modifications.  Depending on the
circumstances, the exchange of a Policy, a change in the
Policy's Death Benefit option (e.g., a change from Option I to
Option II or vice versa), a Policy loan, a partial surrender,
a surrender, a change in ownership, or an assignment of the
Policy may have Federal income tax consequences.  In addition,
the Federal, state and local transfer, and other tax
consequences of ownership or receipt of Policy proceeds will
depend on the circumstances of each Owner or Beneficiary.

    Withholding.  The Company is required to withhold Federal
income taxes on the taxable portion of any amounts received
under the Policy unless You elect to not have any withholding
or in certain other circumstances.  Special withholding rules
apply to payments made to non-resident aliens.

    You are liable for payment of Federal income taxes on the
taxable portion of any amounts received under the Policy.  You
may be subject to penalties under the estimated tax rules if
your withholding and estimated tax payments are not
sufficient.

    Generation Skipping Transfer Tax.  A transfer of the Policy
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.

    Contracts Issued in Connection With Tax Qualified Pension
Plans.  Prior to purchase of a Policy in connection with a
qualified plan, the applicable tax rules relating to such
plans and life insurance thereunder should be examined in
consultation with a qualified tax advisor.

Possible Charge for the Company's Taxes

At the present time, the Company makes no charge for any
Federal, state or local taxes (other than state premium taxes)
that it incurs that may be attributable to the Separate and
Guaranteed Accounts or to the Policies.  The Company, however,
reserves the right in the future to make a charge for any such
tax or other economic burden resulting from the application of
the tax laws that it determines to be properly attributable to
the Separate Account or to the Policies.

SUPPLEMENTAL BENEFITS AND RIDERS

The Company intends to make available certain supplemental
benefits and riders which may be issued with the Policy.  Any
monthly charges for these supplemental benefits and riders, as
listed below, will be deducted from the Account Value.

    - Accidental Death Benefit (ADB)

                               70
<PAGE>







    - Accelerated Benefits Rider
    - Waiver of Monthly Deductions
    - Waiver of Specified Premium
    - Child's Term Rider
    - Primary Insured Term Rider (PIR)
    - Other Insured Term Rider (OIR)
    - Minimum Guaranteed Death Benefit

    For a complete description of these supplemental benefits
and riders, their costs, and any rules or limits applicable to
their issue, please contact Our Administrative Office or one
of Our authorized agents.































                               71
<PAGE>
                   MANAGEMENT OF THE COMPANY

    The Directors and Principal Officers of the Company are
listed below with their current principal business affiliation
and their principal occupations during the past five (5)
years.  All officers have been affiliated with the Company
during the past five (5) years unless otherwise indicated.

      <TABLE>

       <S>                        <C>                        <C>
                                                             Current Principal
                                                             Business Affiliations
                                                             and Principal
                                                             Occupations During
       Name and Address           Office                     Past Five Years

       Robert John O'Connell      Chief Executive Officer    President and CEO AIG 
       80 Pine Street             President and Director     Life Companies.  Senior
       13th Floor                                            Vice President - Life
       New York, NY 10005                                    Insurance, AIG, Inc.

       Nicholas Alexander         Vice President             Senior Vice President - Life
       O'Kulich*                  Treasurer and Director     Insurance, AIG, Inc.
       Maurice Raymond            Director                   Director, Chairman and
       Greenberg*                                            Chief Executive Officer,
                                                             AIG, Inc.

       Edwin A. G. Manton*        Director                   Senior Advisor, American
                                                             International Group, Inc.

       Edward Easton Matthews*    Senior Vice President      Vice Chairman Investment and
                                  and Vice Chairman          Financial Services, AIG, Inc.
                                                             Formerly Vice Chairman
                                                             Investment - AIG

       Jerome Thomas Muldowney*   Senior Vice President      Managing Director AIG
       175 Water Street            and Director              Investments Corp.
       25 Floor
       New York, New York 10005

       Win Jay Neuger*            Director                   Senior Vice President and
       175 Water Street                                      Chief Investment Officer
       25 Floor                                              AIG, Inc.  Formerly, Managing
       New York, New York 10005                              Director - Banker's Trust Co.

       John Robert Skar           Vice President             Vice President and Chief
       One Alico Plaza            Actuary and Director       Actuary AIG Domestic Life
       P.O. Box 667                                          Companies.  Formerly,
       Wilmington DE 19899                                   Senior Vice President,
                                                             Fidelity Mutual Life
                                                             Insurance Company.
                                                     72
<PAGE>

       Howard Ian Smith*          Director                   Director, Executive Vice
                                                             President, Chief Financial
                                                             Officer and Comptroller, AIG,
                                                             Inc. Formerly Executive Vice
                                                             President and Comptroller,
                                                             AIG, Inc.

       Ernest Edward Stempel*     Director                   Senior Advisor AIG.
                                  Chairman of the Board      Formerly Director and
                                                             Vice Chairman - Life 
                                                             Insurance AIG, Inc.

       Elizabeth Margaret Tuck*   Secretary                  Secretary and Assistant
                                                             Secretary of AIG, Inc. and
                                                             certain affiliates

       Gerald Walter Wyndorf      Director and Executive     Executive Vice President-
       80 Pine Street             Vice President             AIG Domestic Life Companies
       13th Floor                                            and formerly, Regional Vice
       New York, NY 10038                                    President Mutual of NY.

       Howard Earl Gunton         Vice President and         Vice President and
       One Alico Plaza            Comptroller                Comptroller of AIG
       Wilmington, DE 19899                                  Domestic Life Companies
      </TABLE>

      *   Indicates the business address of the individual, which is 70 Pine
          Street, New York, New York 10270.






















                                          73
<PAGE>
                                DISTRIBUTION OF POLICY

       Where the Policy may be lawfully sold, the Policy is sold by licensed
   insurance agents who are registered representatives of broker-dealers which
   are registered under the Securities Exchange Act of 1934 and are members of
   the National Association of Securities Dealers, Inc.

       The Policy will be distributed through the principal underwriter for
   the Separate Account, AIG Equity Sales Corp.  (AESC), 80 Pine Street, New
   York, New York, an affiliate of the Company.  The Company pays commissions
   on behalf of AESC to selling product dealers and registered
   representatives.

       Commissions may be paid to registered representatives based on
   Premiums paid for Policies sold, in amounts up to 50% of first year
   Premiums, 5% on Premiums paid during the 2nd through 10th Policy Years, and
   2% on Premiums paid after the first ten Policy Years.  Other expense
   reimbursements, allowances, and overrides may also be paid.  Registered
   representatives who meet certain productivity and profitability standards
   may be eligible for additional compensation.  Additional payments may be
   made for administrative or other services not directly related to the sale
   of the Policies.

                      OTHER POLICIES ISSUED BY THE COMPANY

       The Company may offer other policies similar to those offered herein.

                                STATE REGULATION

       The Company is subject to the laws of Delaware governing insurance
   companies and to regulation by the Delaware Insurance Department.  An
   annual statement in a prescribed form is filed with the Insurance
   Department each year covering the operation of the Company for the
   preceding year and its final condition as of the end of such year. 
   Regulation by the Insurance Department includes periodic examinations to
   determine the Company's Policy liabilities and reserves so that the
   Insurance Department may certify the items are correct.  The Company's
   books and accounts are subject to review by the Insurance Department at all
   times and a full examination of its operations is conducted periodically by
   the staff of the Insurance Department pursuant to the National Association
   of Insurance Commissioners.  Such regulation does not, however, involve any
   supervision of management or investment practices or policies.  In
   addition, the Company is subject to regulation under the insurance laws of
   other jurisdictions in which it may operate.

                                LEGAL PROCEEDINGS

       There are no legal proceedings to which the Separate Account or the
   principal underwriter is a party.  The Company is engaged in various kinds



                                       74
<PAGE>
   of routine litigation which, in the opinion of the Company, are not of
   material importance in relation to the total capital and surplus of the
   Company.

                                     EXPERTS

       The financial statements of the Company which appear in this
   Prospectus have been audited by Coopers & Lybrand, independent certified
   public accountants, as stated in their reports, and have been included in
   reliance upon the authority of such firm as experts in accounting and
   auditing.

                                  LEGAL MATTERS

       Legal matters relating to the federal securities laws are being passed
   upon by the firm of Jorden Burt Berenson & Johnson, LLP of Washington, D.C.

                                PUBLISHED RATINGS

       The Company may from time to time publish in advertisements, sales
   literature and reports to Owners, the ratings and other information
   assigned to it by one or more independent rating organizations such as A.
   M. Best Company, Moody's, and Standard & Poor's.  The purpose of the
   ratings is to reflect the financial strength and/or claims-paying ability
   of the Company and should not be considered as bearing on the investment
   performance of assets held in the separate account.  Each year the A. M.
   Best Company reviews the financial status of thousands of insurers,
   culminating in the assignment of Best's Ratings.  These ratings reflect A.
   M. Best's current opinion of the relative financial strength and operating
   performance of an insurance company in comparison to the norms of the
   life/health insurance industry.  In addition, the claims-paying ability of
   the Company as measured by Standard & Poor's Insurance Ratings Services,
   and the financial strength of the Company as measured by Moody's Investors
   Services, may be referred to in advertisements, sales literature or in
   reports to Owners.  These ratings are their opinions of an operating
   insurance company's financial capacity to meet the obligations of its life
   insurance policies and annuity contracts in accordance with their terms. 
   In regard to their ratings of the Company, these ratings are explicitly
   based on the existence of a Support Agreement, dated as of December 13,
   1991, between the Company and its parent, American International Group,
   Inc. ("AIG"), pursuant to which AIG has agreed to cause the Company to
   maintain a positive net worth and to provide the Company with funds on a
   timely basis sufficient to meet the Company's obligations to its
   policyholders.  The Support Agreement is not, however, a direct or indirect
   guarantee by AIG to any person of the payment of any of the Company's
   indebtedness, liabilities or other obligations (including obligations to
   the Company's policyholders).

       The ratings are not recommendations to purchase the Company's life
   insurance or annuity products, or to hold or sell these products, and the
   ratings do not comment on the suitability of such products for a particular
   investor.  There can be no assurance that any rating will remain in effect

                                          75
<PAGE>
   for any given period of time or that any rating will not be lowered or
   withdrawn entirely by a rating organization if, in such organization's
   judgment, future circumstances relating to the Support Agreement, such as a
   lowering of AIG's long-term debt rating, so warrant.  The ratings do not
   reflect the investment performance of the separate account or the degree of
   risk associated with an investment in the separate account.


                              FINANCIAL STATEMENTS

       The financial statements of the Company and the Separate Account are
   included herein.








































                                          76
<PAGE>

                              AIG LIFE INSURANCE COMPANY
                             (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-1
<PAGE>





                      REPORT OF INDEPENDENT ACCOUNTANTS






To the Stockholders and Board of Directors
AIG Life Insurance Company:


We have audited the accompanying balance sheets of AIG Life Insurance Company (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 AIG Life Insurance Company 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.




/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.



2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 22, 1997

                                     F-2
<PAGE>
                           AIG LIFE INSURANCE COMPANY
                                   BALANCE SHEETS

                                   (in thousands)

                                                            December 31,

                                                       1996             1995

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


Assets

Investments and cash:
     Fixed maturities:
        Bonds available for sale, at market value  $ 2,271,326  $ 1,963,265
        (cost: 1996 - $2,190,580: 1995 - $1,823,860)
     Equity securities:
        Common stock
        (cost: 1996-$3,548: 1995 - $1,916)             5,578          2,437
        Non-redeemable preferred stocks
        (cost: 1996-$0: 1995 - $2,562)                     -          2,553
Mortgage loans on real estate, net                   297,363        239,127
Real estate, net of accumulated
 depreciation of $4,099 in 1996; and $1,755 in 1995   16,169         16,892
Policy loans                                       1,873,961      2,961,726
Other invested assets                                 64,109         68,252
Short -term investments                              100,036        202,652
Cash                                                   5,780          1,132
                                              -------------- --------------

   Total investments and cash                      4,634,322      5,458,036


Amounts due from related parties                       3,193          4,111
Investment income due and accrued                    107,268        242,748
Premium and insurance balances receivable-net         36,357         28,189
Reinsurance assets                                   218,453        207,827
Deferred policy acquisition cost                      84,287         60,625
Separate and variable accounts                       644,980        190,441
Other assets                                           5,092          7,509
                                              -------------- --------------

                        Total assets             $ 5,733,952    $ 6,199,486
                                                  ==========     ==========


                  See accompanying notes to financial statements.



                                      F-3
<PAGE>




                             AIG LIFE INSURANCE COMPANY
                                   BALANCE SHEETS

                        (in thousands, except share amounts)

                                                              December 31,

                                                         1996           1995
                                                   -------------- ----------


Liabilities

  Policyholders' funds on deposit                $ 3,810,095     $ 4,574,995
  Future policy benefits                             630,520         566,487
  Reserve for unearned premiums                       29,911          47,590
  Policy and contract claims                         191,338         177,540
  Reserve for commissions, expenses and taxes          2,860          24,134
  Insurance balances payable                          42,137          22,186
  Deferred income taxes                                5,713          24,585
  Amounts due to related parties                       5,921           2,380
  Federal income tax payable                           2,959           4,606
  Separate and variable accounts                     644,980         190,441
  Minority interest                                    6,077           6,664
  Other liabilities                                   30,932         234,850
                                                ------------    ------------


                        Total liabilities          5,403,443       5,876,458
                                                 -----------     -----------


  Commitments and contingencies (See Note 6)

Stockholders' Equity


  Common stock, $5 par value; 1,000,000 shares
       authorized; 976,703 shares issued and
       outstanding                                     4,884           4,884
  Additional paid-in capital                         123,283         123,283
  Unrealized appreciation of investments,
   net of future policy benefits and taxes
   of $33,823 in 1996 and $47,209 in 1995             62,814          87,673
Retained earnings                                    139,528         107,188
                                                ------------    ------------

                        Total stockholders' equity     330,509       323,028
<PAGE>
Total liabilities and stockholders' equity       $ 5,733,952     $ 6,199,486
                                                  ==========      ==========


                  See accompanying notes to financial statements.


                                      F-4
<PAGE>

                             AIG LIFE INSURANCE COMPANY
                                STATEMENTS OF INCOME
                                   (in thousands)
<TABLE>
<CAPTION>

                                           Years  ended   December 31,
                                           -----------------------------------
                                             1996            1995             1994
                                          ------------    ------------     --------

<S>                                  <C>           <C>              <C>
Revenues:
  Premiums                            $ 394,480         $ 364,502      $ 265,990
  Net investment income                 504,661           435,683        239,212
  Realized capital (losses) gains           (51)             (417)         1,953
                                   -------------     -------------   -----------


               Total revenues           899,090           799,768        507,155
                                    ---------            ---------     ---------


Benefits and expenses:
  Benefits to policyholders            189,933            202,105       196,175
  Increase in future policy benefits
   and policyholders' funds on deposit495,529             392,592       158,935
  Acquisition and insurance expenses  161,841             170,343       127,941
                                    ---------            --------      ---------

              Total benefits and expenses  847,303      765,040         483,051
                                         ---------     --------      ---------


Income before income taxes                 51,787        34,728          24,104
                                        ---------     ----------      ----------
Income taxes (benefits):
   Current                             25,087            18,709          28,115
   Deferred                            (5,486)           (6,339)        (19,447)
                                   -----------       -----------    -----------

    Total income taxes                 19,601            12,370          8,668
                                    ---------         ---------    -----------
Net income before minority interest    32,186            22,358         15,436
Minority interest income (loss)           154                11           (156)
                                  -----------      ------------   -------------

Net income                         $   32,340        $   22,369    $    15,280

                                    =========         =========     ==========
</TABLE>
                   See accompanying notes to financial statements
                                      F-5
<PAGE>
                             AIG LIFE INSURANCE COMPANY
                         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      $      4,884    $      4,884    $      4,884
                                   -----------     -----------     -----------

Balance at end of year                   4,884           4,884           4,884
                                  ------------     -----------    ------------



Additional paid-in capital

Balance at beginning of year:          123,283         123,283         123,283
                                    ----------      ----------      ----------

Balance at end of year                 123,283         123,283         123,283
                                    ----------      ----------      ----------



Unrealized appreciation (depreciation)
 of investments, net
 Balance at beginning of year           87,673         (15,029)         40,159
 Change during year                    (50,245)        170,003         (84,904)
 Changes due to deferred income tax
    (expense) benefit and future        
     policy benefits                    25,386        (67,301)          29,716     
                                       ----------      ------           ------ 
 Balance at end of year                 62,814          87,673         (15,029)
                                  ------------     -----------     ------------


Retained earnings
  Balance at beginning of year         107,188          84,819          69,539
  Net income                            32,340          22,369          15,280
                                   -----------      ----------     -----------

  Balance at end of year               139,528         107,188          84,819
                                    ----------      ----------     -----------
          Total stockholders' equity$  330,509      $  323,028     $   197,957
                                     =========       =========      ==========

                   See accompanying notes to financial statements

</TABLE>
                                      F-6
<PAGE>
                             AIG LIFE INSURANCE COMPANY
                              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                                       $   32,340     $ 22,369   $15,280
                                                    ---------   ----------- ------------
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                       72,151       133,207      88,718
 Change in premiums and insurance balances
  receivable and payable -net                      11,782        (4,695)     11,668
 Change in reinsurance assets                     (10,627)         (201)      5,553
 Change in deferred policy acquisition costs      (23,662)       (6,151)    (14,906)
 Change in investment income due and accrued      135,480      (126,299)    (82,023)
 Realized capital gains                                51           417      (1,953)
 Change in current and deferred income taxes -net  (7,133)      (15,112)    (16,708)
 Change in reserves for commissions, expenses and taxes(21,274)  (9,857)     23,055
 Change in other assets and liabilities - net       11,852         (7,466)    6,815
                                             -----------------------------------------
         Total adjustments                        168,620       (36,157)     20,219
 Net cash (used in) provided                      200,960       (13,788)     35,499
by operating activities
Cash flows from investing activities:
 Cost of fixed maturities, at market sold          40,098        36,678      19,392
 Cost of fixed maturities, at market matured or redeemed124,621  76,989      85,628
 Cost of equity securities sold                     2,607           405           -
 Realized capital gains                               (51)          582       3,176
 Purchase of fixed maturities                    (524,245)     (590,864)   (252,964)
 Purchase of equity securities                     (1,678)       (1,213)          -
 Mortgage loans granted                           (74,590)      (75,100)    (53,977)
 Repayments of mortgage loans                      16,416        12,406      16,464
 Change in policy loans                         1,087,765    (1,589,502) (1,184,455)
 Change in short-term investments                 102,616      (115,532)     18,361
 Change in other invested assets                   11,002        (4,296)     (6,652)
 Other - net                                          (38)       (6,042)    (10,583)

  Net cash used in investing activities           784,523    (2,255,489) (1,365,610)
                                            -------------  -------------------------
Cash flows from financing activities:
 Change in policyholders' funds on deposit       (980,835)    2,265,900   1,330,841
                                            ---------------------------  ----------

   Net cash provided by financing activities     (980,835)    2,265,900   1,330,841
                                            -------------- ------------  ----------
Change in cash                                      4,648        (3,377)        730
Cash at beginning of year                           1,132          4,509      3,779
                                          --------------------------------------------
Cash at end of year                      $          5,780$          1,132$    4,509
                                          =============== =============== ==============
</TABLE>

                   See accompanying notes to financial statements

                                      F-7
<PAGE>
                             AIG LIFE INSURANCE COMPANY
                           NOTES TO FINANCIAL STATEMENTS

1.  Summary of Significant Accounting Policies

   (a)Basis of  Presentation:  AIG Life  Insurance  Company  (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  and
      health  insurance in the  District of Columbia  and all states  except for
      Maine and New York.

      The Company also files  financial  statements  prepared in accordance with
      statutory practices prescribed or permitted by the Insurance Department of
      the State of Delaware.  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  (CMOs).
      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.


                                             F-8
<PAGE>
      Unrealized  gains and losses from  investments  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-9
<PAGE>
1.  Summary of Significant Accounting Policies - (continued)

   (b) Investments: (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).

                                                  F-10
<PAGE>
      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-11
<PAGE>
1. Summary of Significant Accounting Policies - (continued)

  (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.

  (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  during 1996 had no  significant  effect on the
      Company's result of operations, financial condition or 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 the available for sale classification.

  (i) During  1996,  the  Company  changed  it's  method  of  accounting  for  a
      subsidiary to reflect the minority interest.  The financial statements for
      1994 and 1995 have been reclassified to conform to this presentation.

2.  Investment Information

  a) Statutory  Deposits:  Securities  with a carrying  value of  $2,460,000 
     and $2,639,000  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                                $164,548     138,341    $109,826
      Equity securities                                    219         225         241
      Mortgage loans                                    22,797      19,399      14,655
      Real estate                                        2,125         997       1,584
      Policy loans                                     314,020     268,454     108,453
      Cash and short-term investments                    2,924       4,348       1,684
          Other invested assets                          2,549       6,129       4,070
                                                    ----------  ----------  ----------
            Total investment income                    509,182     437,893     240,513

      Investment expenses                                4,521       2,210       1,301
                                                    ---------- -----------  -----------

            Net investment income                     $504,661    $435,683    $239,212
                                                      ========    ========     ========


(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):


                                                         Years  ended  December 31,
                                                         -------------------------
                                                         1996       1995      1994  
                                                         --------------------------

                                                                              
                                                          
   Net realized (losses) gains on investments:
      Fixed maturities                                $    (79)$      (166)  $   (10)
      Equity securities                                     28         712       442
      Mortgage loans                                         -      (1,000)   (1,223)
      Other invested assets                                  -          37     2,744
                                                 ------------- -----------  --------
      Net realized gains                              $    (51)   $   (417)  $ 1,953
                                                     ==========  ==========  =========


   Change in unrealized appreciation 
       (depreciation) of investments: 
        Fixed maturities                             $ (58,659)    $168,561  $(90,779)
      Equity securities                                  1,517           69       293
          Other invested assets                          6,897        1,373     5,582
                                                     -----------   --------------------
      Net change in unrealized appreciation
       (depreciation) of investments                 $ (50,245)   $170,003  $(84,904)
                                                     ==========   ========  =========
</TABLE>

                                        F-13
<PAGE>
Proceeds from the sale of  investments  in fixed  maturities  during 1996,
1995  and   1994   were   $40,098,000,   $36,678,000,   and   $17,431,000,
respectively.

During  1996,  1995 and  1994,  gross  gains of  $176,000,  $109,000,  and
$394,000,  respectively,  and gross  losses  of  $255,000,  $275,000,  and
$404,000,  respectively,  were realized on  dispositions of fixed maturity
investments.











































                                      F-14
<PAGE>
2. Investment Information - (continued)

      During  1996,  1995 and  1994,  gross  gains  of  $28,000,  $712,000,  and
      $442,000, respectively, were realized on disposition of equity securities.

   (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  $2,265,000  and  $833,000  and  gross  losses  of  $235,000  and
      $320,000, respectively.

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

                                                Gross     Gross
 1996                            Amortized   Unrealized  Unrealized  Market
                                 Cost        Gains       Losses      Value
 -----                           ---------   ----------  ---------   ------

 
Fixed maturities:
  U.S. Government and government
    agencies and authorities    $  47,848     $ 7,814        $151   $55,511
  States, municipalities and
    political subdivisions        327,944      15,525       1,934   341,535
  Foreign governments              33,340       2,855         113    36,082
  All other corporate           1,781,448      71,994      15,244 1,838,198
                                ---------  ----------  ---------- ----------

 Total fixed maturities        $2,190,580     $ 98,188  $ 17,442 $2,271,326
                                =========  ========== ==========  =========




                                                Gross        Gross
 1995                            Amortized   Unrealized  Unrealized  Market
                                 Cost        Gains       Losses      Value
- ------                           ---------   ----------  ----------  ------

 

Fixed maturities:
  U.S. Government and government
    agencies and authorities    $  45,872   $  12,144  $       -   $  58,016
  States, municipalities and
    political subdivisions        345,049      22,975         24     368,000
  Foreign governments              30,515       4,158         30      34,643
  All other corporate           1,402,424     106,513       6,331  1,502,606
                               ----------   ---------  ----------  ---------

 Total fixed maturities        $1,823,860  $  145,790  $   6,385  $1,963,265
                                =========   ========= ==========  =========
                                      F-15
<PAGE>
2. Investment Information - (continued)

      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 may have the right to
      call or prepay obligations with or without call or prepayment penalties.


                                                                    Estimated
                                                  Amortized         Market
                                                  Cost              Value


      Due in one year or less                  $   74,325        $   76,640
      Due after one year through five years       598,151           615,822
      Due after five years through ten years      818,547           849,841
      Due after ten years                         699,557           729,023
                                                ---------         ---------

                                               $2,190,580        $2,271,326

   (e)CMO's:  CMO's 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   $435,313,000   and   $457,111,000,
      respectively;  the estimated amortized cost was approximately $419,276,000
      in 1996 and  $433,481,000  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  $136,502,000   and  $74,622,000,
      respectively,   and  an  aggregate   market  value  of  $135,218,000   and
      $73,894,000, 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):

      Fixed Maturities:
      Ford Motor Credit Corporation         $   38,202
      GMAC                                  $   49,541

      Other Invested Assets:
      Equity Linked Investors II, L.P.      $   43,808


                                      F-16
<PAGE>
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).  The  1996  and  1995  amortization  includes  $6,096,000  and
      $9,455,000,  respectively,  to recognize excess loss experienced on credit
      insurance.



                                                   Years  ended  December 31,
                                                   ---------------------------
                                                    1996      1995        1994
                                                    ---------------------------


     
  Balance at beginning of year               $60,625     $54,474     $39,568
  Acquisition costs deferred                  43,534      35,008      29,442
  Amortization charged to income             (19,872)    (28,857)    (14,536)
                                                 -------    --------    --------
  Balance at end of year                     $84,287     $60,625     $54,474
                                             =======     =======     =======


4.  Future Policy Benefits and Policyholders' Funds on Deposit

(a)The  analysis  of the future  policy  benefits  and  policyholders'  funds on
   deposit at December 31, 1996 and 1995 follows (in thousands):


                                                          1996              1995
                                                    ----------          --------

      Future Policy Benefits:
      Long duration contracts                       $  624,659       $   556,669
      Short duration contracts                           5,861             9,818
                                                   -----------      ------------
                                                    $  630,520       $   566,487
                                                    ==========       ===========

      Policyholders' funds on deposit:
      Annuities                                   $  1,082,217       $   944,629
      Universal life                                   130,413           171,564
      Guaranteed investment contracts (GICs)           278,680           249,844
      Corporate owned life markets                   2,314,149         3,204,912
           Other investment contracts                    4,636             4,046
                                                 -------------       -----------

                                                    $3,810,095        $4,574,995
                                                    =========          =========
                                        F-17
<PAGE>
   (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 1.9
        percent.

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

   (c)The liability  for  policyholders'  funds 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)  Interest  rates  on  corporate-owned  life  insurance  business  are
      guaranteed  at 4.0 percent and the weighted  average rate credited in 1996
      was 9.4 percent.

     (iv) The universal life funds,  exclusive of corporate owned life insurance
      business,  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-18
<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):


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


 
"Expected" income tax
    expense                $ 18,125  35.0%   $ 12,155     35.0% $ 8,436   35.0%
 Prior year federal                                              
    income tax benefit          (51) (0.1)       (798)     (2.3)      -      -
     State income tax           850   1.6         894       2.6      197    0.8
 Other                          677   1.3         119       0.3       35    0.2
                           --------- ----      --------- ------  -------   -----
 Actual income tax expense   $19,601  37.8%   $ 12,370     35.6% $ 8,668   36.0%

                             =============     ========    ====   =======   ====




                                      F-19
<PAGE>
5.  Income Taxes - (continued)

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


                                                     Years ended December 31,
                                                           1996         1995

                                                            
   Deferred tax assets:
  Adjustment to life reserves                           $41,522      $24,940
  Adjustments to mortgage loans and investment income     2,531        2,546
  Adjustment to policy and contract claims               10,687       11,725
  Other                                                   2,585        1,232
                                                         57,325       40,443
                                                       ---------     --------

   Deferred tax liabilities:
      Deferred policy acquisition costs          $       23,047      $ 13,040
      Unrealized appreciation on investments             33,823        47,209
      Bond discount                                       4,085         3,458
      Other                                               2,083         1,321
                                                     ----------      ---------
                                                         63,038        65,028
                                                      ---------       --------

      Net deferred tax liability                    $     5,713      $ 24,585
                                                     ==========       ========


   (c)At  December  31,  1996,  accumulated  earnings of the Company for Federal
      income tax purposes include  approximately  $2,204,000 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  $25,412,000,
      $26,030,000, and $25,052,000, respectively.


6.  Commitments and Contingencies

      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.




                                           F-20
<PAGE>
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.




































                                      F-21
<PAGE>
7.  Fair Value of Financial Instruments - (continued)

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

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

      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 value of the  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  value 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.

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














                                     F-22
<PAGE>




      1996                                             Fair        Carrying
                                                       Value       Amount


      Cash and short-term investments           $    105,816  $    105,816
      Fixed maturities                             2,271,326     2,271,326
      Equity securities                                5,578         5,578
      Mortgage and policy loans                    2,183,873     2,171,324
         Interest rate cap                                75            94

      Policyholders' funds on deposit            $ 3,832,601   $ 3,810,095

      1995                                            Fair        Carrying
                                                       Value       Amount
      Cash and short-term investments           $    203,784  $    203,784
      Fixed maturities                             1,963,265     1,963,265
      Equity securities                                4,990         4,990
      Mortgage and policy loans                    3,216,321     3,200,853
         Interest rate cap                               144           170

      Policyholders' funds on deposit            $ 4,592,841   $ 4,574,995


























                                      F-23
<PAGE>





8.  Stockholders' Equity

   (a)The  maximum  stockholder   dividend  which  can  be  paid  without  prior
      regulatory  approval  is subject to  restrictions  relating  to  statutory
      surplus and statutory net gain from operations. These restrictions limited
      payment of dividends to  $39,027,000  during 1996,  however,  no dividends
      were paid during the year.

   (b)The  Company's  stockholders'  equity as  determined  in  accordance  with
      statutory  accounting  practices was $221,567,000 at December 31, 1996 and
      $176,952,000  at  December  31,  1995.  Statutory  net income  amounted to
      $47,074,000,  $39,712,000,  and  $47,002,000  for  1996,  1995  and  1994,
      respectively.

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 $400,000, $304,000, and $179,000, 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  of  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.





                                      F-24
<PAGE>
   (c)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.

   (d)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-25
<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 (in
      thousands):

            Year                          Payment

      1997                               $  3,833 
      1998                                  2,785    
      1999                                  1,846    
      2000                                  1,596    
      2001                                  1,471    
      Remaining years after 2001            4,414
                                           -------

                                     Total $15,945
                                           -------
                                           -------
      Rent expense approximated $4,263,000,  $3,764,000,  and $3,542,000 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.









                                               F-26
<PAGE>
      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):

                                                                    Percentage
                                                                    of Amount
December 31, 1996                                                   Assumed
             Gross       Ceded          Assumed           Net       to Net
              -----       -----          -------           ---      --------


Life Insurance
   in Force       $53,854,456 $17,392,184      $ 605,831    $37,068,103     1.6%
                  ===========    ============  ===========  =============
 
Premiums:
Life                  187,886       49,150             327     139,063      -
Accident and Health    97,971       28,359         107,447     177,059     60.7%
Annuity                78,358            -               -      78,358      -
             ---------------   ---------   ----------     ---------  ------ 

Total Premiums        $ 364,215      $77,509      $ 107,774   $394,480     27.3%
                     ============  ============   =============  =============


























                                     F-27
<PAGE>
11.  Reinsurance - (continued)

                                                                     Percentage
                                                                     of Amount
December 31, 1995                                                    Assumed
                     Gross       Ceded     Assumed        Net        to Net


Life Insurance
 in Force           $48,644,007     $16,635,298  $58,966    $32,067,675
                    ===========     ===========  ==========    =========   0.2%

Premiums:
  Life                  184,981          33,768      1,670     152,883     1.1%
  Accident and Health    72,473          16,800     93,060     148,733     62.6%
       Annuity           62,886                -       -         62,886
                 --------------     ---------------------------------------
             -

 Total Premiums   $     320,340         $50,568    $ 94,730   $ 364,502   26.0%
                ========================== ==========    =============


                                                                    Percentage
                                                                    of Amount
December 31, 1994                                                   Assumed
                 Gross        Ceded             Assumed       Net    to Net


Life Insurance
    in Force $38,375,181     $16,500,870  $   19,298    $21,893,609   0.1%
             ===========     ===========  ==========    ===========
       

Premiums:
  Life           130,716        7,233             (10)     123,473        -
  Accident and
      Health      66,026       13,949           79,810     131,887      60.5%
     Annuity      10,630            -               -      10,630         -
           -------------     ----------------------------------------
           

Total
    Premiums $  207,372$      21,182     $    79,800   $    265,990    30.0%
              ==========================      ==========   ============

   (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 $54,456,000, $51,264,000, and $34,252,000,  respectively, for
      each of the years ended December 31, 1996, 1995 and 1994.

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

                                       F-28
<PAGE>
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 for 1996 amounted to $1,345,000 and
      $0, respectively. Premium income and commission ceded for 1995 amounted to
      $1,269,000 and $1,000,  respectively.  Premium income and commission ceded
      to  affiliates  amounted  to  $1,267,000  and  $2,000  for the year  ended
      December 31, 1994.  Premium income and ceding  commission  expense assumed
      from affiliates aggregated $103,885,000 and $27,609,000, respectively, for
      1996, compared to $90,688,000 and $23,422,000, respectively, for 1995, and
      $75,005,000 and $20,374,000, respectively for 1994.






































                                      F-29
<PAGE>
12.  Transactions with Related Parties - (continued)

   (b)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
      $28,277,000,  $23,193,000,  and  $21,392,000,  respectively,  for expenses
      attributed  to the Company but  incurred  by  affiliates.  During the same
      period, the Company received  reimbursements  from affiliates  aggregating
      $17,598,000,   $14,496,000,  and  $13,383,000,   respectively,  for  costs
      incurred by the Company but attributable to affiliates.

   (c) During 1996, the Company purchased  1,500,000 shares of AIG Life Ireland,
LTD., a subsidiary.

                                      F-30
<PAGE>

Intentionally left blank                                                  

                                                                             
                                       F-31
                                     
<PAGE>
                                    AIG LIFE INSURANCE COMPANY
                                             (AIG LIFE)
                                    VARIABLE SEPARATE ACCOUNT II

                                 REPORT OF INDEPENDENT ACCOUNTANTS

To the Contract Owners of
AIG Life Insurance Company
Variable Separate Account II

We have audited the accompanying  statement of assets and liabilities of AIG 
Life Insurance  Company Variable  Separate  Account  II  comprising  the  
Fidelity  Money  Market,  Asset  Manager,  Growth, Overseas,  Investment Grade 
Bond, High Income;  the Dreyfus Stock and Zero Coupon 2000; the Alliance Growth
and Income,  Conservative Investors,  Growth, Growth Investors,  Technology, 
Quasar; the Van Eck Gold and  Natural  Resources,  Worldwide  Balanced;  
and the  Weiss,  Peck  and  Greer  Tomorrow Long-Term  Subaccounts as of 
December 31, 1996 and the related  statement of operations for the year
then  ended,  and the  statement  of changes  in net  assets  for each of the 
two years then  added. These financial  statements are the are the  
responsibility  of the management of Variable  Separate Account  II. 
Our  responsibility  is to express an opinion on these  financial  statements  
based on our audits.

We conducted our audits in accordance with generally  accepted auditing  
standards.  Those standards require  that we plan and  perform  the audit to  
obtain  reasonable  assurance  about  whether  the financial  statements  
are free of material  misstatement.  An audit includes  examining,  on a test
basis,  evidence  supporting  the  amounts  and  disclosures  in  the  financial
statements.   Our procedures  included  confirmation of investments held at 
December 31, 1996 by  correspondence  with the  transfer  agent.  
An  audit  also  includes   assessing  the  accounting   principles  used  an
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 AIG Life 
Insurance  Company Variable Separate Account II as of December 31, 1996,  
and the results of its  operations  for the year then ended,  and the changes
in its net  assets  for each of the two  years  then  ended,  in  conformity 
with  generally  accepted accounting principles.

/s/Coopers & Lybrand
- - ---------------------
Coopers & Lybrand

2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 20, 1997


                                      F-32
<PAGE>
AIG LIFE INSURANCE COMPANY
(AIG LIFE)
VARIABLE ACCOUNT II

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31,1996
<TABLE>
<CAPTION>
                                                                      Shares          Cost       Market Value
<S>                                                                    <C>              <C>        <C>     
ASSETS:
   Investments at Market Value:

         Fidelity
           Money Market Portfolio ............................   194,167.350  $     194,167  $        194,167
           Asset Manager Portfolio ...........................     6,060.588         96,188           102,607
           Growth Portfolio ..................................    22,298.291        671,874           694,368
           Overseas Portfolio ................................     6,345.325        113,501           119,545
           Investment Grade Bond Portfolio ...................     4,190.269         50,125            51,289
           High Income Portfolio .............................     4,624.980         55,989            57,904
         Dreyfus
           Stock Index Portfolio .............................     7,498.224        144,363           152,067
           Zero Coupon 2000 Portfolio ........................       236.783          2,915             2,911
         Alliance
           Growth & Income Portfolio .........................    10,171.309        158,865           166,810
           Conservative Investors Portfolio ..................       829.803          9,565            10,016
           Growth Portfolio ..................................    14,137.183        228,759           253,338
           Growth Investors Portfolio ........................     4,661.979         56,725            59,393
           Technology Portfolio ..............................       713.319          8,067             7,875
           Quasar Portfolio ..................................       445.525          4,654             4,740
         Van Eck
           Gold & Natural Resources Portfolio ................       640.690         10,221            10,713
           Worldwide Balanced Portfolio ......................     3,049.662         32,141            33,973
         Weiss,Peck & Greer
           Tomorrow Long Term Portfolio ......................        22.621            159               160
                                                                              -------------   ---------------
         Total Investments .................................................  $   1,838,278         1,921,876
   Receivable from AIG Life ..................................................................              9
                                                                                              ---------------
              Total Assets ...................................................................$     1,921,885
                                                                                              ===============
EQUITY:
   Contract Owners' Equity ...................................................................$     1,921,885
                                                                                              ---------------
              Total Equity ...................................................................$     1,921,885
                                                                                              ===============
                                See Notes to Financial Statements

</TABLE>




                                          F-33
<PAGE>
                  AIG LIFE INSURANCE COMPANY
                          (AIG LIFE)
                      VARIABLE ACCOUNT II

                    STATEMENT OF OPERATIONS
              For the Year Ended December 31,1996

    <TABLE>
    <CAPTION>

                                                                              Fidelity        Fidelity
                                                                                 Money           Asset          Fidelity
                                                                                Market         Manager            Growth
                                                                   Total     Portfolio       Portfolio         Portfolio
    <S>                                                                 <C>              <C>           <C>
    Investment Income (Loss):
        Dividends  ........................................$       27,488 $       7,200  $          220  $          2,350
    Expenses:
        Mortality & Expense Risk Fees  ....................         7,704         1,251             306             2,743
                                                           -------------- -------------  --------------  ----------------
    Net Investment Income (Loss)  .........................        19,784         5,949            (86)             (393)
                                                           -------------- -------------  --------------  ----------------
    Realized and Unrealized Gain (Loss) on Investments:
        Realized Gain (Loss) on Investment
            Activity  .....................................        11,950             0             316             1,315
        Change in Unrealized Appreciation
            (Depreciation)  ...............................        82,087             0           6,323            22,682
                                                           -------------- -------------  --------------  ----------------
    Net Gain (Loss) on Investments  .......................        94,037             0           6,639            23,997
                                                           -------------- -------------  --------------  ----------------
    Increase (Decrease) in Net Assets
        Resulting From Operations  ........................$      113,821 $       5,949  $        6,553  $         23,604
                                                   ============== =============  ==============  ================
                                                                              Fidelity
                                                                            Investment        Fidelity           Dreyfus
                                                                Fidelity         Grade            High             Stock
                                                                Overseas          Bond          Income             Index
                                                               Portfolio     Portfolio       Portfolio         Portfolio

    Investment Income (Loss):
        Dividends  ........................................$          146 $          37  $          155  $          3,510
    Expenses:
        Mortality & Expense Risk Fees  ....................           454           130             167               516
                                                           -------------- -------------  --------------  ----------------
    Net Investment Income (Loss)  .........................         (308)          (93)            (12)             2,994
                                                           -------------- -------------  --------------  ----------------
    Realized and Unrealized Gain (Loss) on Investments:
        Realized Gain (Loss) on Investment
            Activity  .....................................           936            39             111             2,229
        Change in Unrealized Appreciation
            (Depreciation)  ...............................         5,923         1,154           1,903             7,602
                                                           -------------- -------------  --------------  ----------------
    Net Gain (Loss) on Investments  .......................         6,859         1,193           2,014             9,831
                                                           -------------- -------------  --------------  ----------------
    Increase (Decrease) in Net Assets
        Resulting From Operations  ........................$        6,551 $       1,100  $        2,002  $         12,825
                                                   ============== =============  ==============  ================
    </TABLE>



                                     F-34
          
<PAGE>
            AIG LIFE INSURANCE COMPANY
                          (AIG LIFE)
                      VARIABLE ACCOUNT II

                    STATEMENT OF OPERATIONS
              For the Year Ended December 31,1996

    <TABLE>
    <CAPTION>
                                                                 Dreyfus      Alliance
                                                                    Zero        Growth        Alliance
                                                                  Coupon             &    Conservative          Alliance
                                                                    2000        Income       Investors            Growth
                                                               Portfolio     Portfolio       Portfolio         Portfolio

    <S>                                                           <C>           <C>              <C>
    Investment Income (Loss):
        Dividends  ........................................$           83 $      12,382  $           56  $          1,252
    Expenses:
        Mortality & Expense Risk Fees  ....................            11           682              44             1,001
                                                           -------------- -------------  --------------  ----------------
    Net Investment Income (Loss)  .........................            72        11,700              12               251
                                                           -------------- -------------  --------------  ----------------
    Realized and Unrealized Gain (Loss) on Investments:
        Realized Gain (Loss) on Investment
            Activity  .....................................          (14)         (800)               9             7,049
        Change in Unrealized Appreciation
            (Depreciation)  ...............................           (7)         7,238             442            23,960
                                                           -------------- -------------  --------------  ----------------
    Net Gain (Loss) on Investments  .......................          (21)         6,438             451            31,009
                                                           -------------- -------------  --------------  ----------------
    Increase (Decrease) in Net Assets
        Resulting From Operations  ........................$           51 $      18,138  $          463  $         31,260
                                                           ============== =============  ==============  ================
                                                                                                                 Van Eck
                                                                Alliance                                          Gold &
                                                                  Growth      Alliance        Alliance           Natural
                                                               Investors    Technology          Quasar         Resources
                                                               Portfolio     Portfolio       Portfolio         Portfolio

    Investment Income (Loss):
        Dividends  ........................................$           84 $           0  $            0  $              8
    Expenses:
        Mortality & Expense Risk Fees  ....................           254             6               4                27
                                                           -------------- -------------  --------------  ----------------
    Net Investment Income (Loss)  .........................         (170)           (6)             (4)              (19)
                                                           -------------- -------------  --------------  ----------------
    Realized and Unrealized Gain (Loss) on Investments:
        Realized Gain (Loss) on Investment
            Activity  .....................................           492             0               0                44
        Change in Unrealized Appreciation
            (Depreciation)  ...............................         2,647         (192)              86               494
                                                           -------------- -------------  --------------  ----------------
    Net Gain (Loss) on Investments  .......................         3,139         (192)              86               538
                                                           -------------- -------------  --------------  ----------------
    Increase (Decrease) in Net Assets
        Resulting From Operations  ........................$        2,969 $       (198)  $           82  $            519
                                                           ============== =============  ==============  ================

    </TABLE>
                                          F-35
<PAGE>



                  AIG LIFE INSURANCE COMPANY
                          (AIG LIFE)
                      VARIABLE ACCOUNT II

                    STATEMENT OF OPERATIONS
              For the Year Ended December 31,1996
    <TABLE>
    <CAPTION>


                                                                 Van Eck      Tomorrow
                                                               Worldwide          Long
                                                                Balanced          Term
                                                               Portfolio     Portfolio
    <S>                                                           <C>           <C>              <C>
    Investment Income (Loss):
        Dividends  ........................................$            4 $           1
    Expenses:
        Mortality & Expense Risk Fees  ....................           108             0
                                                           -------------- -------------
    Net Investment Income (Loss)  .........................         (104)             1
                                                           -------------- -------------
    Realized and Unrealized Gain (Loss) on Investments:
        Realized Gain (Loss) on Investment
            Activity  .....................................           224             0
        Change in Unrealized Appreciation
            (Depreciation)  ...............................         1,832             0
                                                           -------------- -------------
    Net Gain (Loss) on Investments  .......................         2,056             0
                                                           -------------- -------------
    Increase (Decrease) in Net Assets
        Resulting From Operations  ........................$        1,952 $           1    
                                                                ============== =============
    </TABLE>                       
             See Notes to Financial Statements








                                            F-36
<PAGE>
                  AIG LIFE INSURANCE COMPANY
                          (AIG LIFE)
                      VARIABLE ACCOUNT II

              STATEMENT OF CHANGES IN NET ASSETS
    For the Years Ended December 31,1996 and December 31,1995

    <TABLE>
    <CAPTION>
                                                                                     1996


                                                                              Fidelity        Fidelity
                                                                                 Money           Asset     Fidelity
                                                                                Market         Manager       Growth
                                                                  Total      Portfolio       Portfolio    Portfolio

    <S>                                                           <C>           <C>              <C>
    Increase (Decrease) in Net Assets
    Operations:
        Net Investment Income (Loss)  .....................$      19,784 $        5,949 $          (86) $      (393)
        Realized Gain (Loss) on Investment Activity  ......       11,950              0             316        1,315
        Change in Unrealized Appreciation
            (Depreciation) of Investments  ................       82,087              0           6,323       22,682
    Increase (Decrease) in Net Assets Resulting            ------------- -------------- --------------- ------------
        From Operations  ..................................      113,821          5,949           6,553       23,604
                                                           ------------- -------------- --------------- ------------
    Capital Transactions:
        Contract Deposits  ................................    1,958,603        217,631         102,840      725,685
        Cost Of Insurance Charges  ........................    (230,327)       (47,650)         (9,663)     (66,331)
        Contract Withdrawals  .............................     (31,077)        (5,236)           (110)     (14,713)
    Increase (Decrease) in Net Assets Resulting            ------------- -------------- --------------- ------------
        From Capital Transactions  ........................    1,697,199        164,745          93,067      644,641
                                                           ------------- -------------- --------------- ------------
    Total Increase (Decrease) in Net Assets  ..............    1,811,020        170,694          99,620      668,245
    Net Assets, at Beginning of Year  .....................      110,865         26,798           2,987       26,150
                                                           ------------- -------------- --------------- ------------
    Net Assets, at End of Year  ...........................$   1,921,885 $      197,492 $       102,607 $    694,395
                                                           ============= ============== =============== ============








                                         F-37
<PAGE>
                                                                         1995
                                                                              Fidelity        Fidelity
                                                                                 Money           Asset     Fidelity
                                                                                Market         Manager       Growth
                                                                  Total      Portfolio       Portfolio    Portfolio

    Increase (Decrease) in Net Assets
    Operations:
        Net Investment Income (Loss)  .....................$         160 $          244 $           (5) $       (41)
        Realized Gain (Loss) on Investment Activity  ......         (55)              0              18        (291)
        Change in Unrealized Appreciation
            (Depreciation) of Investments  ................        1,511              0              94        (187)
    Increase (Decrease) in Net Assets Resulting            ------------- -------------- --------------- ------------
        From Operations  ..................................        1,616            244             107        (519)
                                                           ------------- -------------- --------------- ------------
    Capital Transactions:
        Contract Deposits  ................................      133,550         80,546           1,541       18,203
        Transfers Between Funds  ..........................            0       (44,242)           2,186       12,969
        Transfers From (To) AIG Life  .....................        (872)          (872)               0            0
        Cost Of Insurance Charges  ........................     (23,429)        (8,878)           (847)      (4,503)
    Increase (Decrease) in Net Assets Resulting            ------------- -------------- --------------- ------------
        From Capital Transactions  ........................      109,249         26,554           2,880       26,669
                                                           ------------- -------------- --------------- ------------
    Total Increase (Decrease) in Net Assets  ..............      110,865         26,798           2,987       26,150
    Net Assets, at Beginning of Year  .....................            0              0               0            0
                                                           ------------- -------------- --------------- ------------
    Net Assets, at End of Year  ...........................$     110,865 $       26,798 $         2,987 $     26,150
                                                           ============= ============== =============== ============

    </TABLE>






                                                        F-38
<PAGE>
                  AIG LIFE INSURANCE COMPANY
                          (AIG LIFE)
                      VARIABLE ACCOUNT II

              STATEMENT OF CHANGES IN NET ASSETS
    For the Years Ended December 31,1996 and December 31,1995
    <TABLE>
    <CAPTION>
                                                                            1996
                                                                              Fidelity
                                                                            Investment        Fidelity      Dreyfus
                                                               Fidelity          Grade            High        Stock
                                                               Overseas           Bond          Income        Index
                                                              Portfolio      Portfolio       Portfolio    Portfolio
    <S>                                                           <C>           <C>              <C>
    Increase (Decrease) in Net Assets
    Operations:
        Net Investment Income (Loss)  .....................$       (308) $         (93) $          (12) $      2,994
        Realized Gain (Loss) on Investment Activity  ......          936             39             111        2,229
        Change in Unrealized Appreciation
            (Depreciation) of Investments  ................        5,923          1,154           1,903        7,602
    Increase (Decrease) in Net Assets Resulting            ------------- -------------- --------------- ------------
        From Operations  ..................................        6,551          1,100           2,002       12,825
                                                           ------------- -------------- --------------- ------------
    Capital Transactions:
        Contract Deposits  ................................      118,360         52,569          60,255      151,297
        Cost Of Insurance Charges  ........................     (10,379)        (3,096)         (5,660)     (15,661)
        Contract Withdrawals  .............................        (107)           (15)            (15)         (50)
    Increase (Decrease) in Net Assets Resulting            ------------- -------------- --------------- ------------
        From Capital Transactions  ........................      107,874         49,458          54,580      135,586
                                                           ------------- -------------- --------------- ------------
    Total Increase (Decrease) in Net Assets  ..............      114,425         50,558          56,582      148,411
    Net Assets, at Beginning of Year  .....................        5,236            614           1,322        3,656
                                                           ------------- -------------- --------------- ------------
    Net Assets, at End of Year  ...........................$     119,661 $       51,172 $        57,904 $    152,067
                                                           ============= ============== =============== ============

                                                                          1995
                                                                              Fidelity
                                                                            Investment        Fidelity      Dreyfus
                                                               Fidelity          Grade            High        Stock
                                                               Overseas           Bond          Income        Index
                                                              Portfolio      Portfolio       Portfolio    Portfolio

    Increase (Decrease) in Net Assets
    Operations:
        Net Investment Income (Loss)  .....................$         (9) $          (1) $           (1) $         48
        Realized Gain (Loss) on Investment Activity  ......         (14)              6               0           49
        Change in Unrealized Appreciation
            (Depreciation) of Investments  ................          122             10              13           99
    Increase (Decrease) in Net Assets Resulting            ------------- -------------- --------------- ------------
        From Operations  ..................................           99             15              12          196
                                                           ------------- -------------- --------------- ------------
    Capital Transactions:
        Contract Deposits  ................................        1,799            356              89        1,751
        Transfers Between Funds  ..........................        4,158            393           1,343        2,651
        Transfers From (To) AIG Life  .....................            0              0               0            0
        Cost Of Insurance Charges  ........................        (820)          (150)           (122)        (942)
    Increase (Decrease) in Net Assets Resulting            ------------- -------------- --------------- ------------
        From Capital Transactions  ........................        5,137            599           1,310        3,460
                                                           ------------- -------------- --------------- ------------
    Total Increase (Decrease) in Net Assets  ..............        5,236            614           1,322        3,656
    Net Assets, at Beginning of Year  .....................            0              0               0            0
                                                           ------------- -------------- --------------- ------------
    Net Assets, at End of Year  ...........................$       5,236 $          614 $         1,322 $      3,656

                                                           ============= ============== =============== ============

    </TABLE>
                                                F-39
<PAGE>

                      AIG LIFE INSURANCE COMPANY
                          (AIG LIFE)
                      VARIABLE ACCOUNT II

              STATEMENT OF CHANGES IN NET ASSETS
    For the Years Ended December 31,1996 and December 31,1995

    <TABLE>
    <CAPTION>  
                                                                                     1996

                                                                Dreyfus       Alliance
                                                                   Zero         Growth        Alliance
                                                                 Coupon              &    Conservative     Alliance
                                                                   2000         Income       Investors       Growth
                                                              Portfolio      Portfolio       Portfolio    Portfolio
    <S>                                                        <C>              <C>              <C>
    Increase (Decrease) in Net Assets
    Operations:
        Net Investment Income (Loss)  .....................$          72 $       11,700 $            12 $        251
        Realized Gain (Loss) on Investment Activity  ......         (14)          (800)               9        7,049
        Change in Unrealized Appreciation
            (Depreciation) of Investments  ................          (7)          7,238             442       23,960
    Increase (Decrease) in Net Assets Resulting            ------------- -------------- --------------- ------------
        From Operations  ..................................           51         18,138             463       31,260
                                                           ------------- -------------- --------------- ------------
    Capital Transactions:
        Contract Deposits  ................................        4,192        154,585          10,554      240,796
        Cost Of Insurance Charges  ........................      (1,635)       (18,387)         (1,411)     (36,923)
        Contract Withdrawals  .............................         (15)        (3,803)            (64)      (5,885)
    Increase (Decrease) in Net Assets Resulting            ------------- -------------- --------------- ------------
        From Capital Transactions  ........................        2,542        132,395           9,079      197,988
                                                           ------------- -------------- --------------- ------------
    Total Increase (Decrease) in Net Assets  ..............        2,593        150,533           9,542      229,248
    Net Assets, at Beginning of Year  .....................          318         16,264             474       24,094
                                                           ------------- -------------- --------------- ------------
    Net Assets, at End of Year  ...........................$       2,911 $      166,797 $        10,016 $    253,342
                                                           ============= ============== =============== ============













                                                      F-40
<PAGE>
                                                                               1995

                                                                Dreyfus       Alliance
                                                                   Zero         Growth        Alliance
                                                                 Coupon              &    Conservative     Alliance
                                                                   2000         Income       Investors       Growth
                                                              Portfolio      Portfolio       Portfolio    Portfolio

    Increase (Decrease) in Net Assets
    Operations:
        Net Investment Income (Loss)  .....................$           2 $         (30) $           (1) $       (43)
        Realized Gain (Loss) on Investment Activity  ......          (1)             79               6           80
        Change in Unrealized Appreciation
            (Depreciation) of Investments  ................            3            707               9          620
    Increase (Decrease) in Net Assets Resulting            ------------- -------------- --------------- ------------
        From Operations  ..................................            4            756              14          657
                                                           ------------- -------------- --------------- ------------
    Capital Transactions:
        Contract Deposits  ................................           98         11,299             460       15,441
        Transfers Between Funds  ..........................          324          6,137             211       11,912
        Transfers From (To) AIG Life  .....................            0              0               0            0
        Cost Of Insurance Charges  ........................        (108)        (1,928)           (211)      (3,916)
    Increase (Decrease) in Net Assets Resulting            ------------- -------------- --------------- ------------
        From Capital Transactions  ........................          314         15,508             460       23,437
                                                           ------------- -------------- --------------- ------------
    Total Increase (Decrease) in Net Assets  ..............          318         16,264             474       24,094
    Net Assets, at Beginning of Year  .....................            0              0               0            0
                                                           ------------- -------------- --------------- ------------
    Net Assets, at End of Year  ...........................$         318 $       16,264 $           474 $     24,094
                                                           ============= ============== =============== ============
    </TABLE>

















                                                        F-41
<PAGE>


                  AIG LIFE INSURANCE COMPANY
                          (AIG LIFE)
                      VARIABLE ACCOUNT II

              STATEMENT OF CHANGES IN NET ASSETS
    For the Years Ended December 31,1996 and December 31,1995


                                                                          1996
    <TABLE>
    <CAPTION>

                                                                                                            Van Eck
                                                               Alliance                                      Gold &
                                                                 Growth       Alliance        Alliance      Natural
                                                              Investors     Technology          Quasar    Resources
                                                              Portfolio      Portfolio       Portfolio    Portfolio
    <S>                                                        <C>              <C>              <C>          <C>
    Increase (Decrease) in Net Assets
    Operations:
        Net Investment Income (Loss)  .....................$       (170) $          (6) $           (4) $       (19)
        Realized Gain (Loss) on Investment Activity  ......          492              0               0           44
        Change in Unrealized Appreciation
            (Depreciation) of Investments  ................        2,647          (192)              86          494
    Increase (Decrease) in Net Assets Resulting            ------------- -------------- --------------- ------------
        From Operations  ..................................        2,969          (198)              82          519
                                                           ------------- -------------- --------------- ------------
    Capital Transactions:
        Contract Deposits  ................................       61,331          8,268           4,913       11,121
        Cost Of Insurance Charges  ........................      (8,832)          (195)           (255)      (1,173)
        Contract Withdrawals  .............................        (979)              0               0         (20)
    Increase (Decrease) in Net Assets Resulting            ------------- -------------- --------------- ------------
        From Capital Transactions  ........................       51,520          8,073           4,658        9,928
                                                           ------------- -------------- --------------- ------------
    Total Increase (Decrease) in Net Assets  ..............       54,489          7,875           4,740       10,447
    Net Assets, at Beginning of Year  .....................        1,575              0               0          265
                                                           ------------- -------------- --------------- ------------
    Net Assets, at End of Year  ...........................$      56,064 $        7,875 $         4,740 $     10,712
                                                           ============= ============== =============== ============












                                                    F-42
<PAGE>
                                                                               1995

                                                                                                            Van Eck
                                                               Alliance                                      Gold &
                                                                 Growth       Alliance        Alliance      Natural
                                                              Investors     Technology          Quasar    Resources
                                                              Portfolio      Portfolio       Portfolio    Portfolio

    Increase (Decrease) in Net Assets
    Operations:
        Net Investment Income (Loss)  .....................$         (2) $            0 $             0 $          0
        Realized Gain (Loss) on Investment Activity  ......           15              0               0          (2)
        Change in Unrealized Appreciation
            (Depreciation) of Investments  ................           22              0               0          (2)
    Increase (Decrease) in Net Assets Resulting            ------------- -------------- --------------- ------------
        From Operations  ..................................           35              0               0          (4)
                                                           ------------- -------------- --------------- ------------
    Capital Transactions:
        Contract Deposits  ................................        1,326              0               0          256
        Transfers Between Funds  ..........................          916              0               0          113
        Transfers From (To) AIG Life  .....................            0              0               0            0
        Cost Of Insurance Charges  ........................        (702)              0               0        (100)
    Increase (Decrease) in Net Assets Resulting            ------------- -------------- --------------- ------------
        From Capital Transactions  ........................        1,540              0               0          269
                                                           ------------- -------------- --------------- ------------
    Total Increase (Decrease) in Net Assets  ..............        1,575              0               0          265
    Net Assets, at Beginning of Year  .....................            0              0               0            0
                                                           ------------- -------------- --------------- ------------
    Net Assets, at End of Year  ...........................$       1,575 $            0 $             0 $        265
                                                           ============= ============== =============== ============


    </TABLE>











                                          F-43
<PAGE>




                  AIG LIFE INSURANCE COMPANY
                          (AIG LIFE)
                      VARIABLE ACCOUNT II

              STATEMENT OF CHANGES IN NET ASSETS
    For the Years Ended December 31,1996 and December 31,1995
    <TABLE>
    <CAPTION>

                                                                        1996

                                                                Van Eck       Tomorrow
                                                              Worldwide           Long
                                                               Balanced           Term
                                                              Portfolio      Portfolio
    <S>                                                        <C>              <C>
    Increase (Decrease) in Net Assets
    Operations:
        Net Investment Income (Loss)  .....................$       (104) $            1
        Realized Gain (Loss) on Investment Activity  ......          224              0
        Change in Unrealized Appreciation
            (Depreciation) of Investments  ................        1,832              0
    Increase (Decrease) in Net Assets Resulting            ------------- --------------
        From Operations  ..................................        1,952              1
                                                           ------------- --------------
    Capital Transactions:
        Contract Deposits  ................................       34,041            165
        Cost Of Insurance Charges  ........................      (3,070)            (6)
        Contract Withdrawals  .............................         (65)              0
    Increase (Decrease) in Net Assets Resulting            ------------- --------------
        From Capital Transactions  ........................       30,906            159
                                                           ------------- --------------
    Total Increase (Decrease) in Net Assets  ..............       32,858            160
    Net Assets, at Beginning of Year  .....................        1,112              0
                                                           ------------- --------------
    Net Assets, at End of Year  ...........................$      33,970 $          160
                                                           ============= ==============











                                                      F-44
<PAGE>
                                                                        1995

                                                                Van Eck       Tomorrow
                                                              Worldwide           Long
                                                               Balanced           Term
                                                              Portfolio      Portfolio

    Increase (Decrease) in Net Assets
    Operations:
        Net Investment Income (Loss)  .....................$         (1) $            0
        Realized Gain (Loss) on Investment Activity  ......            0              0
        Change in Unrealized Appreciation
            (Depreciation) of Investments  ................            1              0
    Increase (Decrease) in Net Assets Resulting            ------------- --------------
        From Operations  ..................................            0              0
                                                           ------------- --------------
    Capital Transactions:
        Contract Deposits  ................................          385              0
        Transfers Between Funds  ..........................          929              0
        Transfers From (To) AIG Life  .....................            0              0
        Cost Of Insurance Charges  ........................        (202)              0
    Increase (Decrease) in Net Assets Resulting            ------------- --------------
        From Capital Transactions  ........................        1,112              0
                                                           ------------- --------------
    Total Increase (Decrease) in Net Assets  ..............        1,112              0
    Net Assets, at Beginning of Year  .....................            0              0
                                                           ------------- --------------
    Net Assets, at End of Year  ...........................$       1,112 $            0
                                                           ============= ==============
    </TABLE>
                                    See Notes to Financial Statements


                                          F-45
<PAGE>

 

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT II

                          NOTES TO FINANCIAL STATEMENTS

1. History

Variable Account II (the "Account") is a separate  investment account maintained
under the  provisions of Delaware  Insurance Law by AIG Life  Insurance  Company
(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
flexible premium variable universal life insurance policies (the "policies").

The Account  invests in shares of Alliance  Variable  Products Series Fund, Inc.
("Alliance Fund"),  Dreyfus Variable  Investment Fund ("Dreyfus Fund"),  Dreyfus
Stock  Index  Fund,  Fidelity   Investments  Variable  Insurance  Products  Fund
("Fidelity  Trust"),  Fidelity  Variable  Insurance  Products Fund II ("Fidelity
Trust II"), Van Eck Investment  Trust ("Van Eck Trust") and Weiss,  Peck & Greer
("Tomorrow Funds").  The assets in the policies may be invested in the following
subaccounts:

Alliance Fund:                            Fidelity Trust:
      Growth & Income Portfolio                 Money Market Portfolio
      Conservative Investors Portfolio          High  IncomePortfolio
      Growth Portfolio                          Growth Portfolio
      Growth Investors Portfolio                Overseas Portfolio
      Quasar Portfolio
      Technology Portfolio

Dreyfus Fund:                             Fidelity Trust II:
      Zero Coupon 2000 Portfolio               Investment Grade Bond Portfolio
      Stock Index Portfolio                    Asset Manager Portfolio

Van Eck Trust:                            Weiss,Peck & Greer
Tomorrow Funds:
      Gold & Natural Resources Portfolio        Tomorrow Long Term
      Worldwide Balanced Portfolio              Tomorrow Medium Term
                                                Tomorrow Short Term

The Account commenced operations on May 4, 1995.

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

In  addition  to the  Account,  policy  owners may also  allocate  assets of the
policies  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 of interest.  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.


                                      F-46
<PAGE>



                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT II

              NOTES TO FINANCIAL STATEMENTS (continued)

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.


3. Contract Charges

There are charges and deductions which the Company will deduct from each policy.
The  deductions  from premium are a sales  charge of 5% plus the state  specific
premium taxes.

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 .90% of the account  value of the  policies.  This charge may be
decreased to not less than .50% in policy years eleven and greater.

On the  policies'  issue  date  and  each  monthly  anniversary,  the  following
deductions are made from the policies' account value:
      (a)   administrative charges
      (b)   insurance charges
      (c)   supplemental benefit charges

If the policy is surrendered during the first fourteen policy years, the Company
will deduct a surrender  charge based on a percentage of first year  premium.  A
pro rata  surrender  charge  will be  deducted  for any  partial  surrender.  An
administrative  charge  upon  partial  surrender  will be equal to the lessor of
$25.00 or 2% of the amount surrendered.


                                      F-47
<PAGE>

            AIG LIFE INSURANCE COMPANY
                    (AIG LIFE)
               VARIABLE ACCOUNT II

NOTES TO FINANCIAL STATEMENTS (continued)

4. Purchases of Investments

For the year ended December 31, 1996, investment activity
in the Fund was as follows:

                                                       Cost of      Proceeds
                                                      Purchases    From Sales

Shares of
Fidelity Trust Funds:
        Money Market Portfolio ................... $   1,073,092 $    905,561
        Asset Manager Portfolio ..................       104,160       11,157
        Growth Portfolio .........................       834,904      191,222
        Overseas Portfolio........................       128,897       21,393
        Investment Grade Bond Portfolio...........        52,886        3,404
        High Income Portfolio.....................        61,293        6,725
Dreyfus:
        Stock Index Portfolio.....................       173,308       34,688
        Zero Coupon 2000 Portfolio................         6,037        3,426
Alliance Funds:
        Growth & Income Portfolio ................       174,195       30,132
        Conservative Investors Portfolio..........        10,787        1,692
        Growth Portfolio..........................       256,993       58,688
        Growth Investors Portfolio................        71,324       16,643
        Technology Portfolio......................         8,088           21
        Quasar Portfolio..........................         4,766          112
Van Eck:
        Gold & Natural Resources Portfolio........        11,855        1,938
        Worldwide Balanced Portfolio..............        35,032        4,226
Weiss, Peck, & Greer Tomorrow Funds:
        Tomorrow Long Term Portfolio..............           163            4


For the year ended December 31, 1995, investment activity
in the Fund was as follows:











                                                   F-48
<PAGE>

                                                       Cost of      Proceeds
                                                      Purchases    From Sales


Shares of
Fidelity Trust Funds:
        Money Market Portfolio ................... $      79,323 $     52,686
        Asset Manager Portfolio ..................         3,611          760
        Growth Portfolio .........................        44,248       16,780
        Overseas Portfolio........................         5,767          692
        Investment Grade Bond Portfolio...........           889          291
        High Income Portfolio.....................         1,361           52
Dreyfus:
        Stock Index Portfolio.....................         4,255          790
        Zero Coupon 2000 Portfolio................           421          105
Alliance Funds:
        Growth & Income Portfolio ................        17,402        1,878
        Conservative Investors Portfolio..........           672          217
        Growth Portfolio..........................        26,173        2,850
        Growth Investors Portfolio................         2,011          474
Van Eck:
        Gold & Natural Resources Portfolio........           361          102
        Worldwide Balanced Portfolio..............         1,440          331









                                      F-49
<PAGE>
                        
AIG LIFE INSURANCE COMPANY
(AIG LIFE)
VARIABLE ACCOUNT II

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>

                                                                                                                          Fidelity
                                                           Fidelity        Fidelity                                      Investment
                                                              Money           Asset        Fidelity       Fidelity            Grade
                                                             Market         Manager          Growth       Overseas             Bond
                                                          Portfolio       Portfolio       Portfolio      Portfolio        Portfolio
                                                     --------------   -------------   -------------   ------------    -------------
    <S>                                                    <C>              <C>

                   VARIABLE UNIVERSAL LIFE
    Units Purchased .............................         96,350.61        2,591.56       37,503.48       3,749.09         4,033.53
    Units Withdrawn .............................        (5,294.89)        (829.91)      (6,918.88)     (1,001.87)         (303.80)
    Units Transferred Between Funds .............       (75,597.53)        6,187.57       22,839.59       7,337.92         1,059.20
    Units Transferred From (To) AIG Life ........              0.00            0.00            0.00           0.00             0.00
                                                     --------------   -------------   -------------   ------------    -------------
    Net Increase (Decrease) .....................         15,458.19        7,949.22       53,424.19      10,085.14         4,788.93
    Units, at Beginning of the Year .............          2,613.20          273.10        2,457.41         520.81            59.34
                                                     --------------   -------------   -------------   ------------    -------------
    Units, at End of the Year ...................         18,071.39        8,222.32       55,881.60      10,605.95         4,848.27
                                                     ==============   =============   =============   ============    =============

    Unit Value at December 31, 1996 .............  $          10.74  $        12.48  $        12.43  $       11.27  $         10.58
                                                         ==========       =========       =========       ========        =========
                                                                                            Dreyfus       Alliance
                                                           Fidelity         Dreyfus            Zero         Growth         Alliance
                                                               High           Stock          Coupon              &     Conservative
                                                             Income           Index            2000         Income        Investors
                                                          Portfolio       Portfolio       Portfolio      Portfolio        Portfolio
                                                     --------------   -------------   -------------   ------------    -------------

    Units Purchased .............................          3,558.70        5,255.44          372.27       7,525.87           691.18
    Units Withdrawn .............................          (556.36)      (1,261.30)        (162.07)     (1,938.87)         (138.83)
    Units Transferred Between Funds .............          1,930.06        7,186.07           39.06       5,344.61           314.46
    Units Transferred From (To) AIG Life ........              0.00            0.00            0.00           0.00             0.00
                                                     --------------   -------------   -------------   ------------    -------------
    Net Increase (Decrease) .....................          4,932.40       11,180.21          249.26      10,931.61           866.81
    Units, at Beginning of the Year .............            130.66          337.14           30.83       1,489.45            44.30
                                                     --------------   -------------   -------------   ------------    -------------
    Units, at End of the Year ...................          5,063.06       11,517.35          280.09      12,421.06           911.11
                                                     ==============   =============   =============   ============    =============

    Unit Value at December 31, 1996 .............  $          11.44  $        13.20  $        10.39  $       13.43  $         10.99
                                                         ==========       =========       =========       ========        =========






                                               F-50
<PAGE>
    AIG LIFE INSURANCE COMPANY
    (AIG LIFE)
    VARIABLE ACCOUNT II

    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:
                                                                                                                           Van Eck
                                                                           Alliance                                          Gold &
                                                           Alliance          Growth        Alliance       Alliance          Natural
                                                             Growth       Investors      Technology         Quasar        Resources
                                                          Portfolio       Portfolio       Portfolio      Portfolio        Portfolio
                                                     --------------   -------------   -------------   ------------    -------------

    Units Purchased .............................         10,212.03        1,818.45          642.41         305.92           716.36
    Units Withdrawn .............................        (3,531.42)        (588.89)         (16.62)        (25.45)         (103.45)
    Units Transferred Between Funds .............          9,659.34        3,766.51          142.81         184.80           279.13
    Units Transferred From (To) AIG Life ........              0.00            0.00            0.00           0.00             0.00
                                                     --------------   -------------   -------------   ------------    -------------
    Net Increase (Decrease) .....................         16,339.95        4,996.07          768.60         465.27           892.04
    Units, at Beginning of the Year .............          2,245.78          146.15            0.00           0.00            26.34
                                                     --------------   -------------   -------------   ------------    -------------
    Units, at End of the Year ...................         18,585.73        5,142.22          768.60         465.27           918.38
                                                     ==============   =============   =============   ============    =============

    Unit Value at December 31, 1996 .............  $          13.63  $        11.55  $        10.25  $       10.19  $         11.66
                                                     ==============   =============   =============   ============    =============



                                                            Van Eck        Tomorrow
                                                          Worldwide            Long
                                                           Balanced            Term
                                                          Portfolio       Portfolio
                                                     --------------   -------------

    Units Purchased .............................          2,698.78            9.77
    Units Withdrawn .............................          (323.82)          (0.61)
    Units Transferred Between Funds .............            596.23            6.10
    Units Transferred From (To) AIG Life ........              0.00            0.00
                                                     --------------   -------------
    Net Increase (Decrease) .....................          2,971.19           15.26
    Units, at Beginning of the Year .............            111.95            0.00
                                                     --------------   -------------
    Units, at End of the Year ...................          3,083.14           15.26
                                                     ==============   =============

    Unit Value at December 31, 1996 .............  $          11.02  $        10.45
                                                         ==========       =========
    </TABLE>




                                                                           F-51

    <PAGE>
<PAGE>
    AIG LIFE INSURANCE COMPANY
    (AIG LIFE)
    VARIABLE ACCOUNT II
    STATEMENT OF ASSETS AND LIABILITIES
    JUNE 30,1997
    (Unaudited)
    <TABLE>
    <CAPTION>
    ASSETS:
       Investments at Market Value:

                                                    Shares          Cost       Market Value
             <S>                               <C>            <C>           <C>
             Fidelity
               Money Market Portfolio ........    732,148.240  $     732,148      $   732,148
               Asset Manager Portfolio .......     14,700.028        289,249          288,840
               Growth Portfolio ..............     25,466.746        814,659          870,963
               Overseas Portfolio ............     10,132.114        182,173          203,048
               Investment Grade Bond Portfolio      4,566.662         54,529           54,069
               High Income Portfolio .........      7,664.705         93,155           95,272
             Dreyfus
               Stock Index Portfolio .........     20,906.072        475,912          506,554
               Zero Coupon 2000 Portfolio ....        736.453          8,958            9,029
             Alliance
               Growth & Income Portfolio .....    272,366.236        469,414          484,382
               Conservative Investors Portfoli      1,048.062         12,350           13,006
               Growth Portfolio ..............     38,949.933        701,560          741,609
               Growth Investors Portfolio ....      5,580.339         72,035           75,558
               Technology Portfolio ..........     16,187.824        181,549          187,131
               Quasar Portfolio ..............     14,246.109        157,900          164,827
             Van Eck
               Worldwide Hard Assets Portfolio      1,155.794         18,041           18,423
               Worldwide Balanced Portfolio ..      4,456.010         48,564           52,715
             Weiss,Peck & Greer
               Tomorrow Short Term Portfolio .        229.498          2,235            2,304
               Tomorrow Long Term Portfolio ..        845.291          6,071            6,669

             Total Investments ................                          $ 4,320,502       4,506,547
            
                       Total Assets ................                                             $ 4,506,547
    LIABILITIES:
       Payable to AIG Life Insurance Company ...                                                 $     2,368
    EQUITY:
       Contract Owners' Equity ............................................         4,504,179

                  Total Equity ............................................       $ 4,506,547
    </TABLE>
                  See accompanying notes to financial statements (unaudited).
<PAGE>

            AIG LIFE INSURANCE COMPANY
                    (AIG LIFE)
               VARIABLE ACCOUNT II
             STATEMENT OF OPERATIONS
      For the Six Months Ended June 30, 1997
                   (Unaudited)
    <TABLE>
    <CAPTION>
                                                           Fidelity    Fidelity
                                                             Money       Asset
                                                            Market      Manager
                                                 Total     Portfolio   Portfolio
    <S>                                       <C>        <C>          <C>
    Investment Income (Loss):
        Dividends  ...........................  $151,320      $15,293    $24,048
    Expenses:
        Mortality & Expense Risk Fees  .......     15,386      $2,604       $960
        Daily Administrative Charges  ........          0           0          0
    Net Investment Income (Loss)  ............    135,934      12,689     23,088

    Realized & Unrealized Gain (Loss) on Investments:
        Realized Gain (Loss) on Investment
            Activity  ........................    108,074     ($3,149)    $8,045
        Change in Unrealized Appreciation
            (Depreciation)  ..................    102,451           0     (6,826)
        Net Gain (Loss) on Investments  ......    210,525      (3,149)     1,219

    Increase (Decrease) in Net Assets
        Resulting From Operations  ...........    346,459       9,540     24,307
    </TABLE>
    <TABLE>
    <CAPTION>
                                                                       Fidelity
                                                                      Investment
                                               Fidelity    Fidelity      Grade
                                                Growth     Overseas      Bond
                                               Portfolio   Portfolio   Portfolio
    <S>                                       <C>        <C>          <C>
    Investment Income (Loss):
        Dividends  ...........................   $29,644      $11,804     $3,074
    Expenses:
        Mortality & Expense Risk Fees  .......    $3,708         $724       $233
        Daily Administrative Charges  ........         0            0          0
    Net Investment Income (Loss)  ............    25,936       11,080      2,841

    Realized & Unrealized Gain (Loss) on Investments:
        Realized Gain (Loss) on Investment
            Activity  ........................   $39,220          ($2)        $2
        Change in Unrealized Appreciation
            (Depreciation)  ..................    33,809       14,830     (1,624)
        Net Gain (Loss) on Investments  ......    73,029       14,828     (1,622)

    Increase (Decrease) in Net Assets
        Resulting From Operations  ...........    98,965       25,908      1,219
    </TABLE>
    <TABLE>
    <CAPTION>
                                                                        Dreyfus
                                               Fidelity     Dreyfus      Zero
                                                 High        Stock      Coupon
                                                Income       Index       2000
                                               Portfolio   Portfolio   Portfolio
    <S>                                       <C>        <C>          <C>
    Investment Income (Loss):
        Dividends  ...........................    $4,849       $2,875       $154
    Expenses:
        Mortality & Expense Risk Fees  .......      $315       $1,241        $28
        Daily Administrative Charges  ........         0            0          0
    Net Investment Income (Loss)  ............     4,534        1,634        126

    Realized & Unrealized Gain (Loss) on Investments:
        Realized Gain (Loss) on Investment
            Activity  ........................      $173      $25,909       ($86)
        Change in Unrealized Appreciation
            (Depreciation)  ..................       201       22,941         76
        Net Gain (Loss) on Investments  ......       374       48,850        (10)

    Increase (Decrease) in Net Assets
        Resulting From Operations  ...........     4,908       50,484        116
    </TABLE>
    <TABLE>
    <CAPTION>
                                               Alliance    Alliance
                                               Growth &  Conservative  Alliance
                                                Income     Investors    Growth
                                               Portfolio   Portfolio   Portfolio
    <S>                                       <C>        <C>          <C>
    Investment Income (Loss):
        Dividends  ...........................   $27,385         $306    $27,680
    Expenses:
        Mortality & Expense Risk Fees  .......    $1,543          $50     $2,073
        Daily Administrative Charges  ........         0            0          0
    Net Investment Income (Loss)  ............    25,842          256     25,607

    Realized & Unrealized Gain (Loss) on Investments:
        Realized Gain (Loss) on Investment
            Activity  ........................   $14,411          $95    $23,142
        Change in Unrealized Appreciation
            (Depreciation)  ..................     7,023          206     15,468
        Net Gain (Loss) on Investments  ......    21,434          301     38,610

    Increase (Decrease) in Net Assets
        Resulting From Operations  ...........    47,276          557     64,217
    </TABLE>
    <TABLE>
    <CAPTION>
                                               Alliance
                                                Growth     Alliance    Alliance
                                               Investors  Technology    Quasar
                                               Portfolio   Portfolio   Portfolio
    <S>                                       <C>        <C>          <C>
    Investment Income (Loss):
        Dividends  ...........................    $2,233         $544       $114
    Expenses:
        Mortality & Expense Risk Fees  .......      $287         $719       $632
        Daily Administrative Charges  ........         0            0          0
    Net Investment Income (Loss)  ............     1,946         (175)      (518)

    Realized & Unrealized Gain (Loss) on Investments:
        Realized Gain (Loss) on Investment
            Activity  ........................    $3,092      ($2,895)     ($270)
        Change in Unrealized Appreciation
            (Depreciation)  ..................       854        5,774      6,842
        Net Gain (Loss) on Investments  ......     3,946        2,879      6,572

    Increase (Decrease) in Net Assets
        Resulting From Operations  ...........     5,892        2,704      6,054
    </TABLE>
    <TABLE>
    <CAPTION>
                                                VanEck
                                               Worldwide    VanEck     Tomorrow
                                                 Hard      Worldwide     Short
                                                Assets     Balanced      Term
                                               Portfolio   Portfolio   Portfolio
    <S>                                       <C>        <C>          <C>
    Investment Income (Loss):
        Dividends  ...........................      $485         $832         $0
    Expenses:
        Mortality & Expense Risk Fees  .......       $63         $188         $2
        Daily Administrative Charges  ........         0            0          0
    Net Investment Income (Loss)  ............       422          644         (2)

    Realized & Unrealized Gain (Loss) on Investments:
        Realized Gain (Loss) on Investment
            Activity  ........................      ($69)        $462         $1
        Change in Unrealized Appreciation
            (Depreciation)  ..................      (109)       2,318         69
        Net Gain (Loss) on Investments  ......      (178)       2,780         70

    Increase (Decrease) in Net Assets
        Resulting From Operations  ...........       244        3,424         68
    </TABLE>
    <TABLE>
    <CAPTION>
                                               Tomorrow
                                                 Long
                                                 Term
                                               Portfolio
    <S>                                       <C>
    Investment Income (Loss):
        Dividends  ...........................        $0
    Expenses:
        Mortality & Expense Risk Fees  .......       $16
        Daily Administrative Charges  ........         0
    Net Investment Income (Loss)  ............       (16)

    Realized & Unrealized Gain (Loss) on Investments:
        Realized Gain (Loss) on Investment
            Activity  ........................       ($7)
        Change in Unrealized Appreciation
            (Depreciation)  ..................       599
        Net Gain (Loss) on Investments  ......       592

    Increase (Decrease) in Net Assets
        Resulting From Operations  ...........       576
    </TABLE>
               See accompanying notes to financial statements (unaudited).
    <PAGE>
<PAGE>
            AIG LIFE INSURANCE COMPANY
                    (AIG LIFE)
               VARIABLE ACCOUNT II
        STATEMENT OF CHANGES IN NET ASSETS
      For the Six Months Ended June 30, 1997
                   (Unaudited)
    <TABLE>
    <CAPTION>
                                                           Fidelity    Fidelity
                                                             Money       Asset
                                                            Market      Manager
                                                 Total     Portfolio   Portfolio
    <S>                                       <C>        <C>          <C>
    Increase (Decrease) in Net Assets
    Operations:
        Net Investment Income (Loss)  ........  $135,934      $12,689    $23,088
        Realized Gain (Loss) on Investment Act  $108,074       (3,149)     8,045
        Change in Unrealized Appreciation
            (Depreciation) of Investments  ...   102,451            0     (6,826)
    Increase (Decrease) in Net Assets Resulting
        From Operations  .....................   346,459        9,540     24,307

    Capital Transactions:
        Contract Deposits  ................... 2,608,137      645,041    179,528
        Cost Of Insurance Charge  ............  (308,731)     (66,512)   (16,949)
        Administrative Charges  ..............         0            0          0
        Policy Loans  ........................   (52,504)     (52,504)         0
        Transfers Between Funds  .............         0            0          0
        Contract Withdrawals  ................   (11,067)           0       (601)
        Deferred Sales Charges  ..............         0            0          0
        Death Benefits  ......................         0            0          0
    Increase (Decrease) in Net Assets Resulting
        From Capital Transactions  ........... 2,235,835      526,025    161,978
    Total Increase (Decrease) in Net Assets  . 2,582,294      535,565    186,285
    Net Assets, at Beginning of Year  ........ 1,921,885      197,492    102,607
    Net Assets, at June 30,1997  ............. 4,504,179      733,057    288,892
    </TABLE>
    <TABLE>
    <CAPTION>
                                                                       Fidelity
                                                                      Investment
                                               Fidelity    Fidelity      Grade
                                                Growth     Overseas      Bond
                                               Portfolio   Portfolio   Portfolio
    <S>                                       <C>        <C>          <C>
    Increase (Decrease) in Net Assets
    Operations:
        Net Investment Income (Loss)  ........   $25,936      $11,080     $2,841
        Realized Gain (Loss) on Investment Act    39,220           (2)         2
        Change in Unrealized Appreciation
            (Depreciation) of Investments  ...    33,809       14,830     (1,624)
    Increase (Decrease) in Net Assets Resulting
        From Operations  .....................    98,965       25,908      1,219
    Capital Transactions:
        Contract Deposits  ...................   151,037       70,404      4,057
        Cost Of Insurance Charge  ............   (69,078)     (12,653)    (2,508)
        Administrative Charges  ..............         0            0          0
        Policy Loans  ........................         0            0          0
        Transfers Between Funds  .............         0            0          0
        Contract Withdrawals  ................    (2,749)        (364)         0
        Deferred Sales Charges  ..............         0            0          0
        Death Benefits  ......................         0            0          0
    Increase (Decrease) in Net Assets Resulting
        From Capital Transactions  ...........    79,210       57,387      1,549
    Total Increase (Decrease) in Net Assets  .   178,175       83,295      2,768
    Net Assets, at Beginning of Year  ........   694,395      119,661     51,172
    Net Assets, at June 30,1997  .............   872,570      202,956     53,940
    </TABLE>
    <TABLE>
    <CAPTION>
                                                                        Dreyfus
                                               Fidelity     Dreyfus      Zero
                                                 High        Stock      Coupon
                                                Income       Index       2000
                                               Portfolio   Portfolio   Portfolio
    <S>                                       <C>        <C>          <C>
    Increase (Decrease) in Net Assets
    Operations:
        Net Investment Income (Loss)  ........    $4,534       $1,634       $126
        Realized Gain (Loss) on Investment Act       173       25,909        (86)
        Change in Unrealized Appreciation
            (Depreciation) of Investments  ...       201       22,941         76
    Increase (Decrease) in Net Assets Resulting
        From Operations  .....................     4,908       50,484        116

    Capital Transactions:
        Contract Deposits  ...................    40,096      333,398      8,526
        Cost Of Insurance Charge  ............    (7,041)     (29,025)    (2,374)
        Administrative Charges  ..............         0            0          0
        Policy Loans  ........................         0            0          0
        Transfers Between Funds  .............         0            0          0
        Contract Withdrawals  ................         0       (1,175)      (171)
        Deferred Sales Charges  ..............         0            0          0
        Death Benefits  ......................         0            0          0
    Increase (Decrease) in Net Assets Resulting
        From Capital Transactions  ...........    33,055      303,198      5,981
    Total Increase (Decrease) in Net Assets  .    37,963      353,682      6,097
    Net Assets, at Beginning of Year  ........    57,904      152,067      2,911
    Net Assets, at June 30,1997  .............    95,867      505,749      9,008
    </TABLE>
    <TABLE>
    <CAPTION>
                                               Alliance    Alliance
                                               Growth &  Conservative  Alliance
                                                Income     Investors    Growth
                                               Portfolio   Portfolio   Portfolio
    <S>                                       <C>        <C>          <C>
    Increase (Decrease) in Net Assets
    Operations:
        Net Investment Income (Loss)  ........   $25,842         $256    $25,607
        Realized Gain (Loss) on Investment Act    14,411           95     23,142
        Change in Unrealized Appreciation
            (Depreciation) of Investments  ...     7,023          206     15,468
    Increase (Decrease) in Net Assets Resulting
        From Operations  .....................    47,276          557     64,217

    Capital Transactions:
        Contract Deposits  ...................   300,135        3,689    477,211
        Cost Of Insurance Charge  ............   (27,853)      (1,209)   (48,714)
        Administrative Charges  ..............         0            0          0
        Policy Loans  ........................         0            0          0
        Transfers Between Funds  .............         0            0          0
        Contract Withdrawals  ................    (2,790)           0     (2,949)
        Deferred Sales Charges  ..............         0            0          0
        Death Benefits  ......................         0            0          0
    Increase (Decrease) in Net Assets Resulting
        From Capital Transactions  ...........   269,492        2,480    425,548
    Total Increase (Decrease) in Net Assets  .   316,768        3,037    489,765
    Net Assets, at Beginning of Year  ........   166,797       10,016    253,342
    Net Assets, at June 30,1997  .............   483,565       13,053    743,107
    </TABLE>
    <TABLE>
    <CAPTION>
                                               Alliance
                                                Growth     Alliance    Alliance
                                               Investors  Technology    Quasar
                                               Portfolio   Portfolio   Portfolio
    <S>                                       <C>        <C>          <C>
    Increase (Decrease) in Net Assets
    Operations:
        Net Investment Income (Loss)  ........    $1,946        ($175)     ($518)
        Realized Gain (Loss) on Investment Act     3,092       (2,895)      (270)
        Change in Unrealized Appreciation
            (Depreciation) of Investments  ...       854        5,774      6,842
    Increase (Decrease) in Net Assets Resulting
        From Operations  .....................     5,892        2,704      6,054

    Capital Transactions:
        Contract Deposits  ...................    15,177      181,449    160,113
        Cost Of Insurance Charge  ............    (4,847)      (6,503)    (6,321)
        Administrative Charges  ..............         0            0          0
        Policy Loans  ........................         0            0          0
        Transfers Between Funds  .............         0            0          0
        Contract Withdrawals  ................         0            0          0
        Deferred Sales Charges  ..............         0            0          0
        Death Benefits  ......................         0            0          0
    Increase (Decrease) in Net Assets Resulting
        From Capital Transactions  ...........    10,330      174,946    153,792
    Total Increase (Decrease) in Net Assets  .    16,222      177,650    159,846
    Net Assets, at Beginning of Year  ........    56,064        7,875      4,740
    Net Assets, at June 30,1997  .............    72,286      185,525    164,586

    </TABLE>
    <TABLE>
    <CAPTION>
                                                VanEck
                                               Worldwide    VanEck     Tomorrow
                                                 Hard      Worldwide     Short
                                                Assets     Balanced      Term
                                               Portfolio   Portfolio   Portfolio
    <S>                                       <C>        <C>          <C>
    Increase (Decrease) in Net Assets
    Operations:
        Net Investment Income (Loss)  ........      $422         $644        ($2)
        Realized Gain (Loss) on Investment Act       (69)         462          1
        Change in Unrealized Appreciation
            (Depreciation) of Investments  ...      (109)       2,318         69
    Increase (Decrease) in Net Assets Resulting
        From Operations  .....................       244        3,424         68

    Capital Transactions:
        Contract Deposits  ...................     9,615       19,893      2,280
        Cost Of Insurance Charge  ............    (2,165)      (4,406)       (44)
        Administrative Charges  ..............         0            0          0
        Policy Loans  ........................         0            0          0
        Transfers Between Funds  .............         0            0          0
        Contract Withdrawals  ................         0         (268)         0
        Deferred Sales Charges  ..............         0            0          0
        Death Benefits  ......................         0            0          0
    Increase (Decrease) in Net Assets Resulting
        From Capital Transactions  ...........     7,450       15,219      2,236
    Total Increase (Decrease) in Net Assets  .     7,694       18,643      2,304
    Net Assets, at Beginning of Year  ........    10,712       33,970          0
    Net Assets, at June 30,1997  .............    18,406       52,613      2,304
    </TABLE>
    <TABLE>
    <CAPTION>
                                               Tomorrow
                                                 Long
                                                 Term
                                               Portfolio
    <S>                                       <C>
    Increase (Decrease) in Net Assets
    Operations:
        Net Investment Income (Loss)  ........      ($16)
        Realized Gain (Loss) on Investment Act        (7)
        Change in Unrealized Appreciation
            (Depreciation) of Investments  ...       599
    Increase (Decrease) in Net Assets Resulting
        From Operations  .....................       576

    Capital Transactions:
        Contract Deposits  ...................     6,488
        Cost Of Insurance Charge  ............      (529)
        Administrative Charges  ..............         0
        Policy Loans  ........................         0
        Transfers Between Funds  .............         0
        Contract Withdrawals  ................         0
        Deferred Sales Charges  ..............         0
        Death Benefits  ......................         0
    Increase (Decrease) in Net Assets Resulting
        From Capital Transactions  ...........     5,959
    Total Increase (Decrease) in Net Assets  .     6,535
    Net Assets, at Beginning of Year  ........       160
    Net Assets, at June 30,1997  .............     6,695
    </TABLE>
               See accompanying notes to financial statements (unaudited).
    <PAGE>
<PAGE>
              AIG LIFE INSURANCE COMPANY
                      (AIG LIFE)
                 VARIABLE ACCOUNT II
      NOTES TO FINANCIAL STATEMENTS (Continued)
                     JUNE 30,1997
                     (Unaudited)
    4. Purchases of Investments
  For the six months ended June 30, 1997, investment activity in the Fund was
  as follows:
    <TABLE>
    <CAPTION>
                                                       Cost of       Proceeds
                                                      Purchases     From Sales
    Shares of
    Fidelity Trust Funds:
    <S>                                            <C>           <C>
            Money Market Portfolio ...............  $   1,717,839  $  1,195,150
            Asset Manager Portfolio ..............        266,406       105,430
            Growth Portfolio .....................        788,670       713,210
            Overseas Portfolio....................        127,141        70,202
            Investment Grade Bond Portfolio.......          5,342         4,014
            High Income Portfolio.................         44,063        11,957
    Dreyfus:
            Stock Index Portfolio.................        500,279       197,854
            Zero Coupon 2000 Portfolio............         12,548         6,570
    Alliance Funds:
            Growth & Income Portfolio ............        405,787       136,782
            Conservative Investors Portfolio......          3,816         1,431
            Growth Portfolio......................        596,828       174,422
            Growth Investors Portfolio............         68,637        58,834
            Technology Portfolio..................        383,317       208,230
            Quasar Portfolio......................        316,172       162,900
    Van Eck:
            Gold & Natural Resources Portfolio....         10,635         3,232
            Worldwide Balanced Portfolio..........         20,638         5,512
    Weiss, Peck, & Greer Tomorrow Funds:
            Tomorrow Short Term Portfolio.........          2,280            46
            Tomorrow Medium Term Portfolio........                            -
            Tomorrow Long Term Portfolio..........          7,370         1,563
    </TABLE>
   



  <PAGE>
<PAGE>
    AIG LIFE INSURANCE COMPANY
    (AIG LIFE)
    VARIABLE ACCOUNT II
    NOTES TO FINANCIAL STATEMENTS (continued)
    (UNAUDITED)
        5.  Net Increase (Decrease) in Accumulation Units
        For the period ended June 30, 1997, transactions in accumulation units
        of the account were as follows:
    <TABLE>
    <CAPTION>
                                                         Fidelity               Fidelity
                                                          Money                  Asset                Fidelity
                                                          Market                Manager                Growth
                                                        Portfolio              Portfolio              Portfolio
                      VARIABLE ANNUITY              ------------------     ------------------     -----------------
        <S>                                                   <C>                    <C>                    <C>
        Units Purchased .......................            157,384.66             3,077.19             27,068.25
        Units Withdrawn .......................            (10,973.96)           (1,372.91)            (5,661.77)
        Units Transferred Between Funds .......            (97,788.81)           10,980.65            (15,434.27)
        Units Transferred From (To) AI Life ...
                                                    ------------------     ------------------     -----------------
        Net Increase (Decrease) ...............             48,621.89            12,684.93              5,972.21
        Units, at Beginning of the Year .......             18,071.39             8,222.32             55,881.60
                                                    ------------------     ------------------     -----------------
        Units, as of June 30,1997 .............             66,693.28            20,907.25             61,853.81
                                                    ==================     ==================     =================

        Unit Value as of June 30, 1997 ........   $             10.98    $           13.82    $            14.08
                                                    ==================     ==================     =================
    </TABLE>
    <TABLE>
    <CAPTION>
                                                                                Fidelity              Fidelity
                                                         Fidelity              Investment               High
                                                         Overseas              Grade Bond              Income
                                                        Portfolio              Portfolio              Portfolio
                                                    ------------------     ------------------     -----------------
        <S>                                                  <C>                    <C>                    <C>
        Units Purchased .......................              3,397.96                 371.83              2,871.47
        Units Withdrawn .......................             (1,170.32)               (236.47)              (649.09)
        Units Transferred Between Funds .......              2,707.06                  10.08                483.81
        Units Transferred From (To) AI Life ...
                                                    ------------------     ------------------     -----------------
        Net Increase (Decrease) ...............              4,934.70                 145.44              2,706.19
        Units, at Beginning of the Year .......             10,605.95               4,848.27              5,063.06
                                                    ------------------     ------------------     -----------------
        Units, as of June 30,1997 .............             15,540.65               4,993.71              7,769.25
                                                    ==================     ==================     =================

        Unit Value as of June 30, 1997 ........   $             13.07    $             10.83    $            12.26
                                                    ==================     ==================     =================
    </TABLE>
<PAGE>
    <TABLE>
    <CAPTION>
                                                         Dreyfus                Dreyfus               Alliance
                                                          Stock               Zero Coupon             Growth &
                                                          Index                   2000                 Income
                                                        Portfolio              Portfolio              Portfolio
                                                    ------------------     ------------------     -----------------
        <S>                                                  <C>                    <C>                    <C>
        Units Purchased .......................              7,726.11                 549.81             5,929.24
        Units Withdrawn .......................             (2,104.99)               (244.68)           (2,237.17)
        Units Transferred Between Funds .......             14,859.02                 268.76            15,560.84
        Units Transferred From (To) AI Life ...
                                                    ------------------     ------------------     -----------------
        Net Increase (Decrease) ...............             20,480.14                 573.89            19,252.91
        Units, at Beginning of the Year .......             11,517.35                 280.09            12,421.06
                                                    ------------------     ------------------     -----------------
        Units, as of June 30,1997 .............             31,997.49                 853.98             31,673.97
                                                    ==================     ==================     =================

        Unit Value as of June 30, 1997 ........   $             15.83    $             10.57    $            15.29
                                                    ==================     ==================     =================
    </TABLE>
    <TABLE>
    <CAPTION>
                                                         Alliance                                     Alliance
                                                       Conservative             Alliance               Growth
                                                        Investors                Growth               Investors
                                                        Portfolio              Portfolio              Portfolio
                                                    ------------------     ------------------     -----------------
        <S>                                                    <C>                    <C>                    <C>
        Units Purchased .......................                300.60              11,262.39              1,109.16
        Units Withdrawn .......................               (113.35)             (3,858.16)              (418.62)
        Units Transferred Between Funds .......                 29.66              23,504.30                165.89
        Units Transferred From (To) AI Life ...
                                                    ------------------     ------------------     -----------------
        Net Increase (Decrease) ...............                216.91              30,908.53                856.43
        Units, at Beginning of the Year .......                911.11              18,585.73              5,142.22
                                                    ------------------     ------------------     -----------------
        Units, as of June 30,1997 .............              1,128.02              49,494.26              5,998.65
                                                    ==================     ==================     =================

        Unit Value as of June 30, 1997 ........   $             11.53    $             14.98    $            12.60
                                                    ==================     ==================     =================
    </TABLE>
<PAGE>
    <TABLE>
    <CAPTION>
                                                                                                       Van Eck
                                                         Alliance               Alliance              Worldwide
                                                        Technology               Quasar              Hard Assets
                                                        Portfolio              Portfolio              Portfolio
                                                    ------------------     ------------------     -----------------
        <S>                                               <C>                    <C>                    <C>
        Units Purchased .......................             2,036.57                1,906.36                 570.09
        Units Withdrawn .......................              (660.62)               (625.81)               (191.77)
        Units Transferred Between Funds .......             15,329.27              13,187.51                294.65
        Units Transferred From (To) AI Life ...
                                                    ------------------     ------------------     -----------------
        Net Increase (Decrease) ...............             16,705.22              14,468.06                672.97
        Units, at Beginning of the Year .......                768.60                 465.27                918.38
                                                    ------------------     ------------------     -----------------
        Units, as of June 30,1997 .............             17,473.82              14,933.33              1,591.35
                                                    ==================     ==================     =================

        Unit Value as of June 30, 1997 ........   $             10.71    $             11.04    $            11.58
                                                    ==================     ==================     =================
    </TABLE>
    <TABLE>
    <CAPTION>
                                                         Van Eck                Tomorrow              Tomorrow
                                                        Worldwide                Short                  Long
                                                         Balanced                 Term                  Term
                                                        Portfolio              Portfolio              Portfolio
                                                    ------------------     ------------------     -----------------
        <S>                                                   <C>                    <C>                    <C>
        Units Purchased .......................              1,160.14                   0.00                112.79
        Units Withdrawn .......................               (412.46)                 (3.95)               (47.24)
        Units Transferred Between Funds .......                594.54                 210.10                491.87
        Units Transferred From (To) AI Life ...
                                                    ------------------     ------------------     -----------------
        Net Increase (Decrease) ...............              1,342.22                 206.15                557.42
        Units, at Beginning of the Year .......              3,083.14                   0.00                 15.26
                                                    ------------------     ------------------     -----------------
        Units, as of June 30,1997 .............              4,425.36                 206.15                572.68
                                                    ==================     ==================     =================

        Unit Value as of June 30, 1997 ........   $             11.91    $             11.18    $            11.65
                                                    ==================     ==================     =================
    </TABLE>
<PAGE>



















                           PART II - OTHER INFORMATION
<PAGE>
                           PART II - OTHER INFORMATION

                           UNDERTAKING TO FILE REPORTS

   Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to file
with the Securities and Exchange  Commission such  supplementary and
periodic information, documents, and reports as may be prescribed by any
rule or regulation of the Commission theretofore or hereafter duly adopted
pursuant to authority conferred in that section.

                                 REPRESENTATION

   AIG Life Insurance Company represents that the fees and charges
deducted under the policies 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.

                                 INDEMNIFICATION

    Under its Bylaws, the Company, to the full extent permitted by
Delaware law shall indemnify any person who was or is a party to any
proceeding (whether brought by or in the right of the Company or otherwise)
by reason of the fact that he or she is or was a Director of the Company,
or while a Director of the Company, is or was serving at the request of the
Company as a Director, Officer, Partner, Trustee, Employee, or Agent of
another foreign or domestic corporation, partnership, joint venture, trust,
other enterprise or employee benefit plan, against judgments,  penalties,
fines, settlements and reasonable expenses actually incurred by him or her
in connection with such proceeding. 

       The Company shall extend such indemnification, as is provided to
directors above, to any person, not a director of the Company, who is or
was an officer of the Company or is or was serving at the request of the
Company as a director, officer, partner, trustee, or agent of another
foreign or domestic corporation, partnership, joint venture, trust, other
enterprise or employee benefit plan. In addition, the Board of Directors of
the Company may, by resolution, extend such further indemnification to an
officer or such other person as may to it seem fair and reasonable in view
of all relevant circumstances.


    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to such provisions of the
bylaws or statutes or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission, such indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any such action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the Policies issued by the Variable Account, the Company will, unless

                                     1
<PAGE>
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public Policy as expressed in
said Act and will be governed by the final adjudication of such issue.

                    CONTENTS OF REGISTRATION STATEMENT 

    This Registration Statement comprises the following papers and
documents: 

           The facing sheet.

           The Prospectus consisting of 72 pages.

           The undertaking to file reports.

           Representation.

           The signatures.

           Written consents of the following persons:
                  Kenneth D. Walma
                  Jorden Burt Berenson & Johnson, LLP
                  Michael Burns

      The following exhibits:

A.    Copies of all exhibits required by paragraph A of instructions for 
      Exhibits in Form N-8B-2.

      1. Resolution of the Board of Directors of the Company*

      2. Not Applicable

      3.  a.   Principal Underwriter's Agreement***
          b.   Registered Representative's Agreement*** 

      4.  Not Applicable

      5. a. Group Flexible Premium Variable Universal Life 
            Insurance Policy*****
        b.  Flexible Premium Variable Life Insurance Certificate*****

      6. a. Articles of Incorporation of the Company** 
         b. By-Laws of the Company**

      7. Not Applicable

      8. Not Applicable

      9. Not Applicable

      10.   Form of Policy Application*****
                                     2
<PAGE>

      11.   Powers of Attorney****

B.    Opinion and Consent of Counsel*****

C.    Opinion and Consent of Actuary*****

D.    Consent of Independent Certified Public Accountants

E.    Consent of Jorden Burt Berenson & Johnson LLP*****

F.    Memorandum Regarding Administrative Procedures***

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

  *   Incorporated by reference to Registrant's Form N-8B-2.

**    Incorporated by reference to Registrant's Pre-Effective Amendment No.
      1 to Form N-8B-2.

***   Incorporated by reference to Registrant's filing on Form S-6, March
      28, 1995 (File No. 33-90684).

****  Incorporated by reference to Registrant's Post-Effective Amendment
      No. 2 filed on Form S-6, May 1, 1997 (File No. 33-90684).

***** Incorporated by reference to Registrant's filing on Form S-6, August
      22, 1997 (File No. 333-34199).

















                                     3
<PAGE>







                                SIGNATURES


      Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has caused this Registration
Statement to be signed on its behalf, in the City of Wilmington, and State
of Delaware on this 24th day of October, 1997. 




                                    VARIABLE ACCOUNT II
                                    (Registrant)

                                    By: AIG LIFE INSURANCE COMPANY
                                    (Sponsor)



                                       By:/s/Kenneth D. Walma       
                                       Kenneth D. Walma, Assistant
                                        Secretary

ATTEST:

 /s/ Robert Liguori           
Robert Liguori, Vice President
 and General Counsel

      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.

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

      Signature                     Title             Date 

/s/ Howard E. Gunton, Jr.*
- ------------------------   Chief Accounting           October 24, 1997 
 Howard E. Gunton, Jr.       Officer


/s/ Nicholas A. O'Kulich*
- ------------------------   Director                   October 24, 1997
 Nicholas A. O'Kulich

/s/ Maurice R. Greenberg*
- ------------------------   Director                   October 24, 1997 
 Maurice R. Greenberg

/s/ Edwin A. G. Manton*
- ----------------------     Director                   October 24, 1997
 Edwin A. G. Manton

/s/ Edward E. Matthews*
- ----------------------     Director                   October 24, 1997
 Edward E. Matthews

/s/ Jerome T. Muldowney*
- -----------------------    Director                   October 24, 1997
 Jerome T. Muldowney

/s/ Win J. Neuger*
- ----------------------     Director                   October 24, 1997
 Win J. Neuger

/s/ John R. Skar*
- ----------------------     Director                   October 24, 1997
 John R. Skar

/s/ Howard I. Smith*
- ----------------------     Director                   October 24, 1997
 Howard I. Smith

/s/ Ernest E. Stempel*
- ----------------------     Director                   October 24, 1997 
 Ernest E. Stempel

/s/ Gerald W. Wyndorf*
- ----------------------     Director                   October 24, 1997 
 Gerald W. Wyndorf



/s/ Robert J. O'Connell*
- -----------------------    Director                   October 24, 1997 
 Robert J. O'Connell


      /s/Kenneth D. Walma
 *By:--------------------------------
    Kenneth D. Walma
    Attorney in Fact

</TABLE>
<PAGE>







                             INDEX TO EXHIBITS


EXHIBIT

A.  Consent of Independent Certified Public Accountants
<PAGE>







                                                EXHIBIT A

                      CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the following with respect to Pre-Effective
Amendment No. 1 to the Registration Statement (No. 333-34199) on
Form S-6 under the Securities Act of 1933 of Variable Account II
of AIG Life Insurance Company.

      1.    The inclusion in the Prospectus of Variable
            Account II of AIG Life Insurance Company of our
            report dated February 22, 1997 relating to our
            audits of the financial statements of AIG Life
            Insurance Company.

      2.    The inclusion in the Prospectus of Variable
            Account II of AIG Life Insurance Company of our
            report dated February 20, 1997 relating to our
            audit of the financial statements of Variable
            Account II.

      3.    The reference to our firm under the heading
            "Experts."


/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.


2400 Eleven Penn Center
Philadelphia, Pennsylvania
October 24, 1997
<PAGE>


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