VARIABLE ACCOUNT II AIG LIFE INSURANCE CO
485BPOS, 1998-05-04
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Filed with the Securities and Exchange Commission on May 1, 1998


                           Registration No. 333-34199

                       SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.
                         Post-Effective Amendment No. 2
                                       on
                                    FORM S-6

                FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
                     OF SECURITIES OF UNIT INVESTMENT TRUSTS
                            REGISTERED ON FORM N-8B-2

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, 600 King Street, Wilmington, Delaware 19801

D.    Name and address of agent for service:
      Robert Liguori, Senior Vice President and General Counsel
      One Alico Plaza
      600 King Street
      Wilmington, DE  19801

      COPIES TO:
      Michael Berenson, Esq.         and     Florence Davis, Esq.
      Jorden Burt Boros Cicchetti            American International Group, Inc.
      Berenson & Johnson LLP                 70 Pine Street
      Suite 400 East                         New York, New York 10270
      1025 Thomas Jefferson Street, NW
      Washington, D.C. 20007-0805

      It is proposed that this filing will become effective:


     ______   immediately upon filing pursuant to paragraph (b)
       X      on May 1, 1998, pursuant to paragraph 485 (b)
     ------ 
     ______   60 days after filing pursuant to paragraph (a)(1) of Rule 485
     ______   on ________ pursuant to paragraph (a)(1) of Rule 485


E.    Title and  amount of  securities  being  registered:  Individual  Flexible
      Premium Variable Life Insurance Policies.
F.    N/A
G.    Amount of Filing Fee: N/A



<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
 (b)...................................   Not Applicable
9......................................   Legal Proceedings
10.....................................   The Policy
11.....................................   The Separate Account,
                                          The Funds
12.....................................   The Separate Account,
                                          The Funds
13.....................................   Charges and Deductions
14.....................................   The Policy
15.....................................   The Separate Account
16.....................................   The Separate Account,
                                          The Funds
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>




                 CROSS REFERENCE TO ITEMS REQUIRED

                      BY FORM N-8B-2 (CONT'D)

N-8B-2 Item                               Caption in Prospectus

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, The
                                          Investment Advisors
53.....................................   Tax Considerations
54.....................................   Financial Statements
55.....................................   Not Applicable




<PAGE>

                         VARIABLE ACCOUNT II
                         of AIG LIFE INSURANCE COMPANY
                                One Alico Plaza
                                600 King Street
                              Wilmington, DE 19801
                            Telephone (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.

     You also have the  opportunity  to allocate Net Premiums and Policy Account
Value to one or more subaccounts of Variable Account B (the "Separate  Account")
and the Company's  general account (the  "Guaranteed  Account"),  within limits.
This  prospectus  generally  describes  only that portion of the Policy  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 Capital  Appreciation Fund and International Equity Fund
of the AIM  VARIABLE  INSURANCE  FUNDS,  INC.  ("AIM  Funds");  the Global  Bond
Portfolio, Growth Portfolio, Growth and Income Portfolio,  High-Yield Portfolio,
Premier  Growth  Portfolio,  Quasar  Portfolio  or  Technology  Portfolio of the
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.  ("Alliance Fund"); VIP High Income
Portfolio,  VIP Growth Portfolio,  or VIP Money Market Portfolio of the FIDELITY
INVESTMENTS  VARIABLE  INSURANCE  PRODUCTS FUND ("Fidelity Fund") and the VIP II
Asset Manager Portfolio, VIP II Contrafund Portfolio and VIP II Investment Grade
Bond Portfolio of the FIDELITY  INVESTMENTS  VARIABLE INSURANCE PRODUCTS FUND II
("Fidelity  Fund II");  Small  Company Stock  Portfolio of the DREYFUS  VARIABLE
INVESTMENT FUND ("Dreyfus Fund");  the Worldwide Hard Assets Fund Portfolio,  or
Worldwide  Emerging  Markets  Fund,  of the VAN ECK  INVESTMENT  TRUST ("Van Eck
Funds");  or the DREYFUS STOCK INDEX FUND.  The  accompanying  prospectuses  for
Alliance  Fund,  Fidelity Fund,  Fidelity Fund II,  Dreyfus Fund,  Dreyfus Stock
Index  Fund,  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 surrendering the
Policy.  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 under the Policy,  the Policy will lapse
without  value.  The Policy also  provides for Policy 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 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 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, AND VAN ECK FUNDS, AS IDENTIFIED ABOVE.

THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.


                                   Date of Prospectus:  May 1, 1998



<PAGE>



                                  Distributor:

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


<PAGE>

<TABLE>
<CAPTION>

                         TABLE OF CONTENTS
                                      Page
<S>                                                           <C>

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

SUMMARY OF THE POLICY........................................
    Purpose of the Policy...................................
    Policy Values...........................................
    Policy Charges..........................................
    Death Benefit.......................................
    Premium Features........................................

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

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

    The Company.............................................
    The Separate Account....................................
    The Funds and Investment Advisors.......................
    AIM Fund................................................
         Capital Appreciation Fund..........................
         International Equity Fund..........................
    Alliance Fund...........................................
         Global Bond Portfolio..............................
         Growth Portfolio...................................
         Growth and Income Portfolio........................
         High Yield Portfolio...............................
         Premier Growth Portfolio...........................
         Quasar Portfolio...................................
         Technology Portfolio...............................
    Dreyfus Fund............................................
         Small Company Stock................................
    Dreyfus Stock Index Fund................................
    Fidelity Fund...........................................

         VIP High Income Portfolio..........................
         VIP Money Market Portfolio.........................
         VIP Growth Portfolio...............................
    Fidelity Fund II........................................
         VIP II Asset Manager Portfolio.....................
         VIP II Contrafund Portfolio........................
         VIP II Investment Grade Bond Portfolio.............

    Van Eck Funds...........................................
         Worldwide Emerging Markets........................
         Worldwide Hard Assets Fund.........................

    Substitution of Securities..............................
    Voting Rights...........................................

PREMIUMS AND ALLOCATIONS.....................................
    Applying for a Policy...................................
    Period to Examine and Cancel Policy.....................
    Premiums................................................
         Planned Periodic Premiums..........................
         Premiums upon Increase in Specified Face Amount....
    Premiums to Prevent Lapse...............................
         Grace Period.......................................
    Net Premium Allocations.................................
    Dollar Cost Averaging...................................
    Allocation Rules........................................
    Crediting Premiums......................................
    Transfers...............................................
         Subaccount Transfer Rules..........................
         Guaranteed Account Transfer Rules..................

GUARANTEED ACCOUNT...........................................
    Interest Credited on Policy Value in the
     Guaranteed Account.....................................
    Calculating Guaranteed Account Value....................
    Deductions from the Guaranteed Account..................
    Payments from the Guaranteed Account....................

CHARGES AND DEDUCTIONS.......................................
    Premium Charges.........................................
    Daily Mortality and Expense Risk Charge.................
    Monthly Deductions......................................
         Current and Guaranteed Expense Charges.............
         Cost of Insurance Charge...........................
    Legal Considerations Relating to Sex-Distinct
     Premiums and Benefits..................................
    Supplemental Benefit Charges............................
    Transfer Charge.........................................
    Surrender Charges.......................................
         Surrender Charges for Initial Face Amount..........
    Partial Surrender Charge................................
    Partial Surrender Administrative Charge.................
    Dicsount Purchase Program...............................

HOW YOUR POLICY ACCOUNT VALUES VARY..........................
    Determining the Policy Account Value....................
         Accumulation Unit Values...........................
         Net Investment Factor..............................
         Guaranteed Account Value...........................
    Net Policy Account......................................
    Cash Surrender Value....................................
    Net Cash Surrender Value................................

DEATH BENEFIT AND CHANGES IN FACE AMOUNT.....................
    Death Benefit Options...................................
    Changes in Death Benefit Options........................
    Changes in Face Amounts.................................
    Selecting and Changing the Beneficiary..................

CASH BENEFITS................................................
    Policy Loans............................................

         Interest...........................................
         Outstanding Loans..................................
         Loan Repayment; Effect if Not Repaid...............
         Policy Loan Account................................
         Effect of Policy Loan..............................

    Surrendering the Policy for Net Cash Surrender Value....
    Partial Surrenders......................................
    Maturity Benefit........................................
    Payment Options.........................................

</TABLE>

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


ILLUSTRATIONS OF POLICY VALUE, NET CASH SURRENDER VALUE,
DEATH BENEFIT AND ACCUMULATED PREMIUM........................


OTHER POLICY BENEFITS AND PROVISIONS.........................
    Right to Convert.......................................
    Limits on Our Rights to Contest the Policy..............

         Incontestability...................................
         Suicide Exclusion..................................
    Changes in the Policy or Benefits.......................
         Misstatement of Age or Sex.........................
         Other Changes......................................
    When Proceeds Are Paid..................................
    Reports to Policy Owners................................
    Assignment..............................................
    Reinstatement...........................................

TAX CONSIDERATIONS...........................................
    Introduction............................................
    The Company.............................................
    Diversification.........................................
    Tax Treatment of the Policy.............................
         Tax Treatment of Policy Benefits in General........
         Investment in the Policy...........................
         Distributions from Policies Not Classified as
          Modified Endowment Contracts......................
         Modified Endowment Contracts.......................
         Distributions from Policies Classified as
          Modified Endowment Contracts......................
         Penalties on Early Distributions Policies
          Classified as Modified Endowment Contracts........
         Multiple Policies..................................
         Interest on Policy Loans...........................
         Policy Exchanges and Modifications.................
         Possible Charge for the Company's Taxes............

SUPPLEMENTAL BENEFITS AND RIDERS

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

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

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

STATE REGULATION.............................................

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

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

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

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

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

APPENDICES

</TABLE>

<PAGE>

                       DEFINITIONS OF TERMS

Administrative Office.  One Alico Plaza, Wilmington, DE 19801

Allocation  Date.  The  first  business  day  after  the Free  Look
Period expires.

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.  Policy  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 the Policy 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 .

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

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.  This group flexible  premium  variable  universal life insurance policy
between the Company and You.

Policy  Account  Value.  The total amount in the Accounts  credited
to a Policy.  The Policy Account Value is described on Page  .

<PAGE>

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

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.  The  initial  Premium is due on or
before delivery of 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.

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

     Valuation Period. A period commencing with the close of business on the New
York Stock Exchange  (currently  4:00 p.m.,  Eastern Time) on an Valuation Date
and ending at the close of business on the New York Stock  Exchange for the next
succeeding Valuation Date.


<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 Policy 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
Policy  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
Policy  Account  Value and Death  Benefit  will  increase.  The Owner  bears the
investment  risk on that portion of the Net Premiums  and Policy  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 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 Policy Account Value:
    
     (a)  administrative charges;

     (b)  insurance charges; and

     (c)  supplemental benefit charges, if any.

    The monthly  deduction is made from the Subaccounts pro rata on the basis of
the  portion of Policy  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 __.
<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 Policy  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 Policy  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 Policy  Account Value or, if
greater,  the Policy Account Value on 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.
<PAGE>

    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 Grace  Period).  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 __.


                     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 the Funds 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.

    The Policies were first offered to the public in 1995. However, 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 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.


<PAGE>
<TABLE>
<CAPTION>


   
                   AVERAGE ANNUAL TOTAL RETURNS*


                               As of
                              December 31, 1996


                       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    08/31/90   1.10%     3.89%    6.67%    N/A       9.23%
FIDELITY
Asset Manager          09/06/89  13.58%     7.01%   10.25%    N/A      10.70%
Growth                 10/09/86  13.68%    14.73%   14.11%   14.11%    13.78%
Overseas               01/28/87  12.20%     7.12%    8.15%    N/A       6.92%
InvestmentGradeBond    12/05/88   2.26%     4.28%    5.68%    N/A       7.23%
High Income            09/19/85  13.01%     9.57%   13.88%  10.10%     10.98%
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
Resources(1)           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%
- - ------------
<FN>

(a) As of May 1, 1997 the Van Eck Gold and Natural resources Fund will no longer
be offered. The Portfolio has been replaced by the Van Eck Worldwide Hard Assets
Fund as described within this Prospectus. </FN> </TABLE>

* 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  Policy's
Subaccounts were in existence on the portfolio's  inception date. The Policy was
first offered on May 4, 1995.


    
<PAGE>



        INFORMATION ABOUT THE COMPANY, THE SEPARATE ACCOUNT AND THE FUND


The Company


     AIG Life  Insurance  Company is a stock  life  insurance  company  which is
organized  under  the laws of the  State of  Delaware  k in  1962.  The  Company
provides a full  range of  individual  and group  life,  disability,  annuities,
accidental  death and  dismemberment  policies.  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 and Fidelity Fund II;
the Dreyfus Fundand the Dreyfus Stock Index Fund ; the Tomorrow  Funds;  and the
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.

     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
New York 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 Investment Advisors


   
     AIM Fund,  Alliance Fund,  Fidelity  Fund,  Fidelity Fund II, Dreyfus Fund,
Dreyfus Stock Index Fund and Van Eck Funds (collectively,  the "Funds") are each
registered with the SEC as a diversified open-end management  investment company
under the 1940 Act.  Each is made up of  different  series  funds or  Portfolios
("Portfolios").  The  Dreyfus  Stock  Index  Fund  (also a "Fund"  herein) is an
open-end,  non-diversified  management  investment  company.  A  summary  of the
investment  objectives for each portfolio is contained in the description of the
Funds  below.  More  detailed  information,  including  the advisory fee of each
portfolio and other charges  assessed by each Fund, may be found in the relevant
Fund prospectus,  which contains a discussion of the risks involved in investing
in such Fund. The  prospectuses for each Fund are included with this Prospectus.
The investment objectives of the portfolios are as follows:


ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.

   Global Bond Portfolio

     This  portfolio  seeks a high level of return from a combination of current
income and capital appreciation by investing in a globally diversified portfolio
of high quality debt  securities  denominated in the U.S.  Dollar and a range of
foreign currencies.

   Premier Growth Portfolio

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

   Growth Portfolio

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

   Growth and Income Portfolio

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

   Technology Portfolio

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

   Quasar Portfolio

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

     Alliance  Variable  Products  Series  Fund,  Inc.,  is managed by  Alliance
Capital Management L.P.,  ("Alliance").  The fund also includes other portfolios
which  are  not  available  for  use  by the  Separate  Account.  More  detailed
information regarding management of the funds, investment objectives, investment
advisory  fees and other  charges,  may be found in the  current  Alliance  Fund
prospectus  which contains a discussion of the risks involved in investing.  The
Alliance Fund prospectus is included with this Prospectus.


                                       13
<PAGE>

DREYFUS VARIABLE INVESTMENT FUND

   Small Company Stock Portfolio

     This  portfolio  seeks  investment  results that are greater than the total
return  performance  of  publicly-traded  common  stock  in  the  aggregate,  as
represented by Russel 2500 TM Index.

DREYFUS STOCK INDEX FUND

     This Fund seeks to provide  investment results that correspond to the price
and yield  performance  of publicly  traded common stocks in the  aggregate,  as
represented  by the  Standard & Poor's  500  Composite  Stock  Price  Index.  In
anticipation of taking a market position,  the Fund is permitted to purchase and
sell stock index futures.  The Fund is neither  sponsored by nor affiliated with
Standard & Poor's Corporation. 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  adviser formed in 1957, is an
indirect  wholly-owned  subsidiary of Mellon and, thus, an affiliate of Dreyfus.
As of March 31, 1998,  Mellon  Equity and its  employees  managed  approximately
$19.9  billion  in  assets  and  served  as the  investment  adviser  of 2 other
investment companies

FIDELITY INVESTMENT VARIABLE INSURANCE PRODUCTS FUNDS

   VIP Growth Portfolio

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

   VIP High Income Portfolio

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

   VIP Money Market Portfolio

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

FIDELITY INVESTMENT VARIABLE INSURANCE PRODUCTS FUND II

   VIP II Asset Manager Portfolio

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

   VIP II Contrafund Portfolio

     This  portfolio  seeks capital  appreciation  by investing in securities of
companies  whose  value the  manager  believes  is not fully  recognized  by the
public.

   VIP II Investment Grade Bond Portfolio

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


                                       14
<PAGE>

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

VAN ECK WORLDWIDE INSURANCE TRUST

   Worldwide Emerging Markets Fund

     This portfolio seeks long-term capital  appreciation by investing primarily
in equity securities in emerging markets around the world.

   Worldwide Hard Assets Fund

     This portfolio seeks long-term capital  appreciation by investing in equity
and  debt  securities  of  companies  engaged  to a  significant  extent  in the
exploration,  development,  production,  or 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"),  and in securities  whose value is linked to the price of a Hard
Asset commodity or a commodity index. Income is a secondary consideration.

     Van Eck Associates  Corporation  is the  investment  advisor and manager of
Worldwide Hard Assets Fund. Van Eck Global Asset  Management  (Asia) Limited,  a
wholly-owned investment adviser subsidiary of Van Eck Associates Corporation, is
the  investment  adviser to Worldwide  Emerging  Markets Fund. Van Eck Worldwide
Insurance  Trust includes other  portfolios  which are not available  under this
prospectus as funding  vehicles for the  Contracts.  More  detailed  information
regarding management of the funds,  investment  objectives,  investment advisory
fees and other charges  assessed by the Van Eck Worldwide  Insurance  Trust, are
contained in the relevant Fund prospectus included with this Prospectus.

AIM VARIABLE INSURANCE FUNDS, INC.

   AIM V.I. Capital Appreciation Fund

     This Fund seeks capital  appreciation  through investments in common stock,
with emphasis on medium-sized and smaller emerging growth companies.

   AIM V.I. International Equity Fund

     This Fund seeks to provide  long-term  growth of capital by  investing in a
diversified  portfolio of international equity securities,  the issuers of which
are considered by AIM to have strong earnings momentum.

     A I M Advisors, Inc., 11 Greenway Plaza, Suite 100, Houston, TX 77046-1173,
serves as the investment  advisor to each Fund,  pursuant to a master investment
advisory agreement. More detailed information regarding management of the Funds,
investment  objectives,  investment  advisory fees and other charges assessed by
the AIM Funds are contained in the  prospectus  for the Funds included with this
Prospectus.

     There is no assurance that any of the Portfolios  will achieve their stated
objectives.
    
                                    15
<PAGE>

      The shares of Funds are sold not only to the Separate Account,  but may be
sold 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.

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

      Each Fund sells and  redeems  its shares at Net Asset  Value  without  any
sales charge.  Any dividends or  distributions  from security  transactions of a
Fund are  reinvested  at Net Asset  Value in shares of the same  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  a  Policy   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  Policy  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 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.


<PAGE>





                     PREMIUMS AND ALLOCATIONS


Applying for a Policy

     In order 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
increase 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 monthly  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 __).

      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 Policy
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",  pages__ and
__.

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 (see page __) when due.


      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 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  Contract 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 "Amount of 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  also may 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 Policy 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 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 Policy  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 Policy Account Value among the Subaccounts subject to the
following  rules,  some of which depend on whether Policy Account Value is to be
transferred from a Subaccount or the Guaranteed Account.  Transfer requests 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 the section "WHEN PROCEEDS
ARE PAID," page __. There is no limit on the number of transfers. However, after
twelve (12) transfers have been made during a Policy Year, We currently impose a
$25 transfer charge on each subsequent transfer. See "TRANSFER CHARGE," page __.
The minimum  amount of Policy  Account Value that may be transferred is $250. If
less than the full  amount  of Policy  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 Policy
Account Value will be transferred. The Company reserves the right to increase or
decrease the number of "free" transfers allowed in any Policy Year.

      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.  Policy  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 Policy Account Value
held in the Guaranteed Account,  whichever is less. If the amount transferred is
less than the Policy 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.


<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  Policy  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 Policy Account Values
transferred  from the Subaccounts to the Guaranteed  Account are credited to the
Guaranteed  Account portion of the Policy 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 Policy 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 Policy Loan Account than to the
remaining  portion of Policy 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

      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 Policy  Account  Value in the
Guaranteed  Account,  or an amount is withdrawn from the Policy 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
Policy Account Value from the Guaranteed Account.

      If there is any Policy Account Value in the Policy Loan Account, it is not
available for  transfers,  partial  surrenders or Policy loans,  nor any charges
deducted from this portion of Policy Account Value.  Amounts are  transferred to
or from the Policy Loan Account  only when Policy loans are taken or  repayments
made. If an amount is transferred  from the Policy 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 "POLICY 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.


<PAGE>



                      CHARGES AND DEDUCTIONS


      Periodically,  the Company  will deduct  charges  from the Policy  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  (i.e.,  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 Policy 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 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
Policy  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: <TABLE> <CAPTION>


========================================----------------============
Monthly Expense Charge Per Policy       Current Charge  Guaranteed
                                                        Charge
========================================----------------============
<S>                                     <C>             <C>

If Face Amount is between $50,000 and   $7.50           $15.00
$199,999
========================================----------------============
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
====================================================================
</TABLE>


      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 Policy 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  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 Policy  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 Policy  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 Policy  Account  Value  multiplied by the
applicable  death benefit  corridor  percentage,  any increase in Policy 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  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 Policy
Account Value among the subaccounts in excess of twelve 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.
We do not anticipate making any profit on this charge.

Surrender Charges

      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.



<PAGE>


      The following table lists the Policy duration factor as described above:
<TABLE>
<CAPTION>


                 ==========================================
                       Policy          Surrender Charge
                      Duration              Factor
                      <S>              <C>

                 ==========================================
                         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%
                 ==========================================

</TABLE>

      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
Policy Account Value.  Reductions  will first be applied against the most recent
increase in the Face  Amount of the  Policy.  They will then 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 Policy 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 Policy 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 Policy
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__. We do not anticipate
making a profit on this charge.

      Each partial  surrender will reduce the Policy 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 immediate  families of such
officers,  directors,  and  employees,  the Company may reduce or eliminate  the
Surrender Charge.


<PAGE>



                HOW YOUR POLICY ACCOUNT VALUES VARY


      There is no minimum  guaranteed Policy 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 Policy 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 Policy Account Value

      On the Policy  Date the Policy  Account  Value is equal to the initial Net
Premium.  If the  Policy  Date and the Issue  Date are the same day,  the Policy
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
Policy  Account  Value.  The  Policy  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 Policy  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 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 Policy 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 Policy
Loan Account held in the Guaranteed Account, including transfers to and from the
Policy Loan  Account as loans are taken and  repayments  are made,  and interest
credited on the Policy Loan Account.

Net Policy Account Value

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

Cash Surrender Value

      The Cash  Surrender  Value on a Valuation Date is the Policy 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
Policy  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.


<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 Policy 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 Policy Account Value,  or the applicable  percentage of the
Policy 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 Policy 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 Policy 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.


<PAGE>

<TABLE>
<CAPTION>


====================================================================
                  Table of Applicable Percentages
====================================================================
           Attained Age              Percentage of Policy
                                     Account Value
           <S>                       <C>

             Under 40                   250%
                45                      215%
                50                      185%
                55                      150%
                60                      130%
                70                      115%
          75 through 90                 105%
          95 through 99                 100%

</TABLE>

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


      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 Policy  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
Policy  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 Policy  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 TAXCONSIDERATIONS, 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 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 Policy  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.


<PAGE>



                           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  Policy 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  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.

      Policy Loan  Account.  When a Policy loan is made,  an amount equal to the
loan proceeds is withdrawn  from the Policy  Account  Value in the  Subaccounts.
This  withdrawal  is made pro rata on the basis of the Policy  Account  Value in
each  Subaccount  unless You direct a different  allocation  when requesting the
loan. The loan amount  withdrawn is then  transferred to the Policy loan Account
in the Guaranteed Account. Conversely, when a loan is repaid, an amount equal to
the  repayment  will  be  transferred  from  the  Policy  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
Policy 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 Policy 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 in Policy loans and the
amount We credit on the equivalent  amount held in the Policy Loan Account).  In
addition,  We currently  intend to credit 6.00% on the amount held in the Policy
Loan  Account  during the first 10 Policy  Years.  The net loan cost  during the
first 10 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 Policy  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.

      Effect of Policy Loan. A Policy Loan,  whether or not repaid,  will have a
permanent  effect on the Death  Benefit and Policy  Account  Values  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 Policy
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," page __.
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 Policy 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 Policy
Account  Value along with the amount  requested  to be  surrendered  and will be
considered  part of the partial  surrender  (together,  the  "partial  surrender
amount"). Policy Account Values 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  Policy  Account  Value  in the
Accounts.  If You provide no directions,  the partial  surrender  amount will be
deducted from Your Policy Account Value in the Accounts on a pro rata basis. See
"Deductions from the Guaranteed Account," page __.

      If the 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 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. An extended Maturity Date
is not  available  in New York.  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 Policy 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.



<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  Policy  Values,  Net Cash  Surrender  Values  and Death
Benefits  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 .78% 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.


<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
                        ------------------------------------------------------------------------------------------
                                 0% Hypothetical               6% Hypothetical               12% Hypothetical
           Premiums       Gross Investment Return       Gross Investment Return       Gross Investment Return
           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
 <S>        <C>        <C>       <C>      <C>         <C>        <C>     <C>        <C>        <C>      <C>

    1         $3,360      $2,207    $1,407 $250,000       $2,360   $1,560  $250,000    $2,513    $1,713  $250,000
    2         $6,888      $4,600    $3,800 $250,000       $5,049   $4,249  $250,000    $5,518    $4,718  $250,000
    3        $10,592      $6,942    $6,142 $250,000       $7,842   $7,042  $250,000    $8,817    $8,017  $250,000
    4        $14,482      $9,232    $8,432 $250,000      $10,741   $9,941  $250,000   $12,440   $11,640  $250,000
    5        $18,566     $11,456   $10,656 $250,000      $13,737  $12,937  $250,000   $16,404   $15,604  $250,000
    6        $22,854     $13,577   $12,857 $250,000      $16,793  $16,073  $250,000   $20,707   $19,987  $250,000
    7        $27,357     $15,610   $14,970 $250,000      $19,928  $19,288  $250,000   $25,397   $24,757  $250,000
    8        $32,085     $17,560   $17,000 $250,000      $23,149  $22,589  $250,000   $30,522   $29,962  $250,000
    9        $37,049     $19,466   $18,986 $250,000      $26,500  $26,020  $250,000   $36,166   $35,686  $250,000
    10       $42,262     $21,299   $20,899 $250,000      $29,957  $29,557  $250,000   $42,356   $41,956  $250,000
    11       $47,735     $23,126   $22,806 $250,000      $33,633  $33,313  $250,000   $49,321   $49,001  $250,000
    12       $53,482     $24,863   $24,623 $250,000      $37,421  $37,181  $250,000   $56,982   $56,742  $250,000
    13       $59,516     $26,524   $26,364 $250,000      $41,342  $41,182  $250,000   $65,432   $65,272  $250,000
    14       $65,851     $28,109   $28,029 $250,000      $45,405  $45,325  $250,000   $74,762   $74,682  $250,000
    15       $72,504     $29,596   $29,596 $250,000      $49,595  $49,595  $250,000   $85,055   $85,055  $250,000
    16       $79,489     $30,937   $30,937 $250,000      $53,877  $53,877  $250,000   $96,390   $96,390  $250,000
    17       $86,824     $32,150   $32,150 $250,000      $58,273  $58,273  $250,000  $108,906  $108,906  $250,000
    18       $94,525     $33,204   $33,204 $250,000      $62,767  $62,767  $250,000  $122,731  $122,731  $250,000
    19      $102,611     $34,080   $34,080 $250,000      $67,350  $67,350  $250,000  $138,020  $138,020  $250,000
    20      $111,102     $34,818   $34,818 $250,000      $72,067  $72,067  $250,000  $154,987  $154,987  $250,000
    25      $160,363     $36,341   $36,341 $250,000      $98,065  $98,065  $250,000  $272,132  $272,132  $332,001
    30      $223,235     $32,529   $32,529 $250,000     $128,569 $128,569  $250,000  $463,786  $463,786  $537,992


  </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,  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.


- - ------------------------------------------------------------------------------
<PAGE>


                          Illustration of Policy Values
                           AIG Life Insurance Company


                                                   Non Smoker

Male Issue Age 40
                                      $3,200 Annual Premium
                                    $250,000 Face Amount
                                Death Benefit Option (Level)


<TABLE>
<CAPTION>

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

    1         $3,360      $1,929    $1,129  $250,000      $2,072    $1,272  $250,000     $2,217   $1,417  $250,000
    2         $6,888      $4,084    $3,284  $250,000      $4,500    $3,700  $250,000     $4,934   $4,134  $250,000
    3        $10,592      $6,163    $5,363  $250,000      $6,990    $6,190  $250,000     $7,887   $7,087  $250,000
    4        $14,482      $8,163    $7,363  $250,000      $9,542    $8,742  $250,000    $11,095  $10,295  $250,000
    5        $18,566     $10,082    $9,282  $250,000     $12,154   $11,354  $250,000    $14,583  $13,783  $250,000
    6        $22,854     $11,914   $11,194  $250,000     $14,823   $14,103  $250,000    $18,373  $17,653  $250,000
    7        $27,357     $13,657   $13,017  $250,000     $17,549   $16,909  $250,000    $22,496  $21,856  $250,000
    8        $32,085     $15,307   $14,747  $250,000     $20,331   $19,771  $250,000    $26,983  $26,423  $250,000
    9        $37,049     $16,861   $16,381  $250,000     $23,167   $22,687  $250,000    $31,869  $31,389  $250,000
    10       $42,262     $18,314   $17,914  $250,000     $26,053   $25,653  $250,000    $37,193  $36,793  $250,000
    11       $47,735     $19,656   $19,336  $250,000     $28,984   $28,664  $250,000    $42,996  $42,676  $250,000
    12       $53,482     $20,877   $20,637  $250,000     $31,950   $31,710  $250,000    $49,320  $49,080  $250,000
    13       $59,516     $21,963   $21,803  $250,000     $34,941   $34,781  $250,000    $56,214  $56,054  $250,000
    14       $65,851     $22,898   $22,818  $250,000     $37,944   $37,864  $250,000    $63,730  $63,650  $250,000
    15       $72,504     $23,671   $23,671  $250,000     $40,948   $40,948  $250,000    $71,935  $71,935  $250,000
    16       $79,489     $24,264   $24,264  $250,000     $43,940   $43,940  $250,000    $80,899  $80,899  $250,000
    17       $86,824     $24,666   $24,666  $250,000     $46,911   $46,911  $250,000    $90,711  $90,711  $250,000
    18       $94,525     $24,867   $24,867  $250,000     $49,853   $49,853  $250,000   $101,473 $101,473  $250,000
    19      $102,611     $24,847   $24,847  $250,000     $52,751   $52,751  $250,000   $113,299 $113,299  $250,000
    20      $111,102     $24,581   $24,581  $250,000     $55,585   $55,585  $250,000   $126,316 $126,316  $250,000
    25      $160,363     $18,300   $18,300  $250,000     $67,787   $67,787  $250,000   $215,587 $215,587  $263,016
    30      $223,235          $0        $0        $0     $72,956   $72,956  $250,000   $360,128 $360,128  $417,749

</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,  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.



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

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

    1        $8,925       $6,121      $3,996   $400,000        $6,535     $4,410    $400,000       $6,950      $4,825   $400,000
    2       $18,296      $12,273     $10,148   $400,000       $13,487    $11,362    $400,000      $14,751     $12,626   $400,000
    3       $28,136      $18,243     $16,118   $400,000       $20,655    $18,530    $400,000      $23,268     $21,143   $400,000
    4       $38,468      $24,036     $21,911   $400,000       $28,054    $25,929    $400,000      $32,581     $30,456   $400,000
    5       $49,316      $29,614     $27,489   $400,000       $35,654    $33,529    $400,000      $42,734     $40,609   $400,000
    6       $60,707      $34,905     $32,993   $400,000       $43,391    $41,478    $400,000      $53,747     $51,835   $400,000
    7       $72,667      $39,940     $38,240   $400,000       $51,303    $49,603    $400,000      $65,747     $64,047   $400,000
    8       $85,226      $44,675     $43,187   $400,000       $59,355    $57,867    $400,000      $78,804     $77,316   $400,000
    9       $98,412      $49,084     $47,809   $400,000       $67,531    $66,256    $400,000      $93,018     $91,743   $400,000
    10     $112,258      $53,238     $52,176   $400,000       $75,910    $74,848    $400,000     $108,596    $107,533   $400,000
    11     $126,796      $57,337     $56,487   $400,000       $84,816    $83,966    $400,000     $126,178    $125,328   $400,000
    12     $142,060      $61,256     $60,619   $400,000       $94,065    $93,427    $400,000     $145,658    $145,021   $400,000
    13     $158,088      $64,942     $64,517   $400,000      $103,633   $103,208    $400,000     $167,233    $166,808   $400,000
    14     $174,918      $68,364     $68,152   $400,000      $113,518   $113,306    $400,000     $191,153    $190,940   $400,000
    15     $192,589      $71,502     $71,502   $400,000      $123,733   $123,733    $400,000     $217,717    $217,717   $400,000
    16     $211,143      $74,338     $74,338   $400,000      $134,293   $134,293    $400,000     $247,273    $247,273   $400,000
    17     $230,625      $76,819     $76,819   $400,000      $145,192   $145,192    $400,000     $280,214    $280,214   $400,000
    18     $251,082      $78,888     $78,888   $400,000      $156,427   $156,427    $400,000     $317,006    $317,006   $400,000
    19     $272,561      $80,501     $80,501   $400,000      $168,011   $168,011    $400,000     $358,141    $358,141   $419,025
    20     $295,114      $81,620     $81,620   $400,000      $179,971   $179,971    $400,000     $403,562    $403,562   $468,132
    25     $425,964      $77,600     $77,600   $400,000      $246,631   $246,631    $400,000     $712,086    $712,086   $761,932
    30     $592,967      $51,180     $51,180   $400,000      $332,656   $332,656    $400,000   $1,219,983  $1,219,983 $1,280,982


</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 $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.


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

<PAGE>


                          Illustration of Policy Values
                           AIG Life Insurance Company

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

<TABLE>
<CAPTION>


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


   1          $8,925       $5,364     $3,239   $400,000       $5,755     $3,630   $400,000      $6,146     $4,021    $400,000
   2         $18,296      $10,785     $8,660   $400,000      $11,906     $9,781   $400,000     $13,076    $10,951    $400,000
   3         $28,136      $15,941    $13,816   $400,000      $18,144    $16,019   $400,000     $20,537    $18,412    $400,000
   4         $38,468      $20,811    $18,686   $400,000      $24,450    $22,325   $400,000     $28,563    $26,438    $400,000
   5         $49,316      $25,378    $23,253   $400,000      $30,809    $28,684   $400,000     $37,199    $35,074    $400,000
   6         $60,707      $29,621    $27,709   $400,000      $37,201    $35,289   $400,000     $46,494    $44,582    $400,000
   7         $72,667      $33,525    $31,825   $400,000      $43,614    $41,914   $400,000     $56,512    $54,812    $400,000
   8         $85,226      $37,081    $35,594   $400,000      $50,042    $48,555   $400,000     $67,334    $65,846    $400,000
   9         $98,412      $40,262    $38,987   $400,000      $56,462    $55,187   $400,000     $79,034    $77,759    $400,000
   10       $112,258      $43,034    $41,971   $400,000      $62,846    $61,784   $400,000     $91,700    $90,637    $400,000
   11       $126,796      $45,359    $44,509   $400,000      $69,162    $68,312   $400,000    $105,429   $104,579    $400,000
   12       $142,060      $47,196    $46,558   $400,000      $75,375    $74,737   $400,000    $120,340   $119,703    $400,000
   13       $158,088      $48,478    $48,053   $400,000      $81,428    $81,003   $400,000    $136,556   $136,131    $400,000
   14       $174,918      $49,137    $48,924   $400,000      $87,265    $87,053   $400,000    $154,232   $154,019    $400,000
   15       $192,589      $49,104    $49,104   $400,000      $92,831    $92,831   $400,000    $173,563   $173,563    $400,000
   16       $211,143      $48,311    $48,311   $400,000      $98,072    $98,072   $400,000    $194,794   $194,794    $400,000
   17       $230,625      $46,688    $46,688   $400,000     $102,935   $102,935   $400,000    $218,226   $218,226    $400,000
   18       $251,082      $44,160    $44,160   $400,000     $107,368   $107,368   $400,000    $244,233   $244,233    $400,000
   19       $272,561      $40,625    $40,625   $400,000     $111,298   $111,298   $400,000    $273,263   $273,263    $400,000
   20       $295,114      $35,944    $35,944   $400,000     $114,620   $114,620   $400,000    $305,861   $305,861    $400,000
   25       $425,964           $0         $0         $0     $115,553   $115,553   $400,000    $534,589   $534,589    $572,010
   30       $592,967           $0         $0         $0      $60,929    $60,929   $400,000    $902,453   $902,453    $947,576

</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,  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.


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

<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
           Premiums        Gross Investment Return      Gross Investment Return       Gross Investment Return
           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
<S>     <C>        <C>        <C>      <C>         <C>       <C>         <C>       <C>         <C>       <C>

  1        $2,100      $1,278      $778   $200,000      $1,370      $870   $200,000    $1,463      $963     $200,000
  2        $4,305      $2,763    $2,263   $200,000      $3,034    $2,534   $200,000    $3,316    $2,816     $200,000
  3        $6,620      $4,210    $3,710   $200,000      $4,755    $4,255   $200,000    $5,345    $4,845     $200,000
  4        $9,051      $5,618    $5,118   $200,000      $6,535    $6,035   $200,000    $7,565    $7,065     $200,000
  5       $11,604      $6,983    $6,483   $200,000      $8,370    $7,870   $200,000    $9,991    $9,491     $200,000
  6       $14,284      $8,311    $7,861   $200,000     $10,269    $9,819   $200,000   $12,649   $12,199     $200,000
  7       $17,098      $9,603    $9,203   $200,000     $12,236   $11,836   $200,000   $15,567   $15,167     $200,000
  8       $20,053     $10,865   $10,515   $200,000     $14,279   $13,929   $200,000   $18,774   $18,424     $200,000
  9       $23,156     $12,094   $11,794   $200,000     $16,398   $16,098   $200,000   $22,299   $21,999     $200,000
  10      $26,414     $13,280   $13,030   $200,000     $18,586   $18,336   $200,000   $26,165   $25,915     $200,000
  11      $29,834     $14,452   $14,252   $200,000     $20,900   $20,700   $200,000   $30,499   $30,299     $200,000
  12      $33,426     $15,564   $15,414   $200,000     $23,281   $23,131   $200,000   $35,258   $35,108     $200,000
  13      $37,197     $16,623   $16,523   $200,000     $25,738   $25,638   $200,000   $40,494   $40,394     $200,000
  14      $41,157     $17,658   $17,608   $200,000     $28,303   $28,253   $200,000   $46,289   $46,239     $200,000
  15      $45,315     $18,645   $18,645   $200,000     $30,960   $30,960   $200,000   $52,683   $52,683     $200,000
  16      $49,681     $19,565   $19,565   $200,000     $33,693   $33,693   $200,000   $59,727   $59,727     $200,000
  17      $54,265     $20,416   $20,416   $200,000     $36,508   $36,508   $200,000   $67,497   $67,497     $200,000
  18      $59,078     $21,212   $21,212   $200,000     $39,420   $39,420   $200,000   $76,084   $76,084     $200,000
  19      $64,132     $21,952   $21,952   $200,000     $42,435   $42,435   $200,000   $85,585   $85,585     $200,000
  20      $69,439     $22,617   $22,617   $200,000     $45,542   $45,542   $200,000   $96,093   $96,093     $200,000
  25     $100,227     $24,206   $24,206   $200,000     $62,144   $62,144   $200,000  $168,102  $168,102     $225,257
  30     $139,522     $22,825   $22,825   $200,000     $81,223   $81,223   $200,000  $286,629  $286,629     $349,688

</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 $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.

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

<PAGE>

                          Illustration of Policy Values
                         The 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
           Premiums      Gross Investment Return       Gross Investment Return        Gross Investment Return
           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
<S>       <C>          <C>        <C>      <C>        <C>       <C>       <C>        <C>        <C>      <C>


   1          $2,100      $1,074      $574  $200,000      $1,159      $659  $200,000     $1,245     $745  $200,000
   2          $4,305      $2,412    $1,912  $200,000      $2,659    $2,159  $200,000     $2,917   $2,417  $200,000
   3          $6,620      $3,706    $3,206  $200,000      $4,201    $3,701  $200,000     $4,738   $4,238  $200,000
   4          $9,051      $4,957    $4,457  $200,000      $5,786    $5,286  $200,000     $6,720   $6,220  $200,000
   5         $11,604      $6,163    $5,663  $200,000      $7,415    $6,915  $200,000     $8,880   $8,380  $200,000
   6         $14,284      $7,320    $6,870  $200,000      $9,083    $8,633  $200,000    $11,231  $10,781  $200,000
   7         $17,098      $8,426    $8,026  $200,000     $10,792   $10,392  $200,000    $13,791  $13,391  $200,000
   8         $20,053      $9,480    $9,130  $200,000     $12,541   $12,191  $200,000    $16,582  $16,232  $200,000
   9         $23,156     $10,481   $10,181  $200,000     $14,330   $14,030  $200,000    $19,624  $19,324  $200,000
   10        $26,414     $11,426   $11,176  $200,000     $16,157   $15,907  $200,000    $22,942  $22,692  $200,000
   11        $29,834     $12,309   $12,109  $200,000     $18,020   $17,820  $200,000    $26,561  $26,361  $200,000
   12        $33,426     $13,130   $12,980  $200,000     $19,917   $19,767  $200,000    $30,511  $30,361  $200,000
   13        $37,197     $13,884   $13,784  $200,000     $21,847   $21,747  $200,000    $34,825  $34,725  $200,000
   14        $41,157     $14,569   $14,519  $200,000     $23,808   $23,758  $200,000    $39,540  $39,490  $200,000
   15        $45,315     $15,180   $15,180  $200,000     $25,798   $25,798  $200,000    $44,696  $44,696  $200,000
   16        $49,681     $15,709   $15,709  $200,000     $27,809   $27,809  $200,000    $50,338  $50,338  $200,000
   17        $54,265     $16,147   $16,147  $200,000     $29,835   $29,835  $200,000    $56,511  $56,511  $200,000
   18        $59,078     $16,482   $16,482  $200,000     $31,866   $31,866  $200,000    $63,270  $63,270  $200,000
   19        $64,132     $16,702   $16,702  $200,000     $33,891   $33,891  $200,000    $70,675  $70,675  $200,000
   20        $69,439     $16,795   $16,795  $200,000     $35,900   $35,900  $200,000    $78,796  $78,796  $200,000
   25       $100,227     $14,916   $14,916  $200,000     $45,344   $45,344  $200,000   $133,489 $133,489  $200,000
   30       $139,522      $7,164    $7,164  $200,000     $52,140   $52,140  $200,000   $223,180 $223,180  $272,280

</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,  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 differentamounts.



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


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.





    




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


               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 Date of Issue  while  the
           Policy is in force;  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 Policy  Account Value to the Guaranteed  Account.  There is no charge
for this  transfer.  Once this option is exercised,  the entire  Policy  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.


<PAGE>


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 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  Policy
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 Date of Issue);
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 Right to Examine and Canel privilege; (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 Policy  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.



<PAGE>


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  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; and
      2.  Provide  evidence of  insurability  satisfactory  to Us; and 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 Policy 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 Policy  Account  Value,  Policy Loan and surrender
charges that will apply after 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 Policy Account
Value as of the effective  date of  reinstatement.  No other charges will accrue
for this period.


<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  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.

      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
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 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  Policy  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  Policy  Account  Value
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 a Policy's  classification as a Modified  Endowment
Contract.


           Penalties  on Early  Distributions  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 or loan is made 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,  interest  that is incurred on any loan under a Policy  owned by a
taxpayer  is no longer  deductible  under  Section  264 of the Code  subject  to
certain phase-in rules.  Section 264 omay also result in the disallowance of the
taxpapyer's general interest expense allocable to unborrowed Policy cash values.
An Owner should consult a tax advisor as to these tax rules.
    


      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 Level Option to Increasing  Option 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
Policy Account Value.

    -  Accidental Death Benefit (ADB)
    -  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.


<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>
<CAPTION>
                                                                                Principal Business Affiliations
                                                                                and Principal Occupations
Name and Address                        Office                                  During Past Five Years
- - ----------------                        ------                                  ----------------------
<S>                                     <C>                                     <C>
Robert John O'Connell                   President                               President and CEO-AIG
80 Pine Street                          and CEO Director                        
13th Floor                                                                      
New York, NY 10005                                                              

Nicholas Alexander O'Kulich*            Vice President,                         Vice President,
                                        Treasurer and Director                  Treasurer

Maurice Raymond Greenberg*              Director                                Director, Chairman and
                                                                                Chief Executive Officer
                                                                                AIG, Inc.
Edwin A. G. Manton*                     Director                                Director - AIG, Inc.
                                                                                

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

Jerome Thomas Muldowney                 Senior Vice President                   Managing Director AIG
175 Water Street                        and Director                            Investments Corp.
25th Floor                                                                      Senior Vice President of AIG
New York, New York 10005                                                        Domestic Life Companies

Win Jay Neuger                          Director                                Senior Vice President 
175 Water Street                                                                AIG, Inc.  Formerly, Managing
25th Floor                                                                      Director-Bankers Trust Co.
New York, New York 10005                                                       

John Robert Skar                        Sr. Vice President                      Sr. Vice President 
One Alico Plaza                         Actuary and Director                    Actuary & Domestic AIG Domestic Life
P.O. Box 667                                                                    Companies.
Wilmington DE 19899

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                                Director - AIG, Inc.
                                        Chairman of the Board                   
                                                                                
                                                                                

Edmund Sze-Wing Tse                     Director                                Vice Chairman, Life Insurance,
                                                                                AIG, Inc. Sr. V.P. AIG, Inc.

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

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

Howard Earl Gunton                      Sr. Vice President and                  Sr. Vice President and
One Alico Plaza                         Comptroller                             Comptroller AIG, Inc.
Wilmington, DE 19899                                                            Domestic Life Companies

</TABLE>

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

<PAGE>



                       DISTRIBUTION OF POLICY

    The Policy is sold by  licensed  insurance  agents,  where the Policy may be
lawfully sold, 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. (AIGESC) 80 Pine Street, New York, New
York,  an affiliate of the Company.  The Company pays  commissions  on behalf of
AIGESC 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  insurance  policies  similar to those  offered
herein.


                          STATE REGULATION

    The Company is subject to the laws of New York 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.


<PAGE>



                          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 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  Boros  Cicchetti  Berenson  &  Johnson  L.L.P.  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
Amaerican 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 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  included  hereinshould  only be
considered  as bearing  upon the ability of the Company to meet its  obligations
under the Policy.

<PAGE>




                                   PROSPECTUS
          Group Flexible Premium Variable Universal Life Insurance Policies


                               VARIABLE ACCOUNT II
                          of AIG LIFE INSURANCE COMPANY
                                 One Alico Plaza
                                 600 King Street
                              Wilmington, DE 19801
                            Telephone (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.

     You also have the  opportunity  to allocate Net Premiums and Policy Account
Value to one or more subaccounts of Variable Account II (the "Separate Account")
and the Company's  general account (the  "Guaranteed  Account"),  within limits.
This  prospectus  generally  describes  only that portion of the Policy  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 Global Bond  Portfolio,
Growth  Portfolio,  Growth and Income  Portfolio,  High-Yield  Portfolio,  Money
Market  Portfolio,   Premier  Growth  Portfolio,   U.S.   Government/High  Grade
Securities   Portfolio,   Total  Return  Portfolio,   International   Portfolio,
Short-Term Multi-Market  Portfolio,  North American Government Income Portfolio,
Global  Dollar  Government  Portfolio,   Utility  Income  Portfolio,   Worldwide
Privatization Portfolio,  Technology Portfolio, Real Estate Investment Portfolio
or Quasar Portfolio of the ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
("Alliance Fund).


      The accompanying  prospectus for Alliance Fund,  describes its portfolios,
including  the  risks  of  investing  in  the  portfolios,   and  provide  other
information on the portfolios and on their managers.

      The Policy provides for a Net Cash Surrender Value that can be obtained by
surrendering  the  Policy.  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 under the Policy,  the
Policy will lapse without  value.  The Policy also provides for Policy 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 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 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 THE ALLIANCE FUND.

THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.


                         Date of Prospectus: May 1, 1998



<PAGE>



                                  Distributor:

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



                                       1
<PAGE>

<TABLE>
<CAPTION>


                              TABLE OF CONTENTS
                                                                            Page

<S>                                                                         <C>

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

SUMMARY OF THE POLICY........................................
    Purpose of the Policy...................................
    Policy Values...........................................
    Policy Charges..........................................
    Death Benefit.......................................
    Premium Features........................................

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


INFORMATION ABOUT THE COMPANY, THE SEPARATE ACCOUNT
AND THE ALLIANCE FUND
    The Company.............................................
    The Separate Account....................................
    The Alliance Fund and Investment Advisor................
    

          Global Bond Portfolio.............................
          Growth Portfolio..................................
          Growth and Income Portfolio.......................
          High-Yield Portfolio..............................
          Money Market Portfolio............................
          Premier Growth Portfolio..........................
          U.S.Government/High Grade Securities Portfolio....
          Total Return Portfolio............................
          International Portfolio..........................
          Short-Term Multi-Market Portfolio................
          Global Bond Portfolio...........................
          North American Government Income Portfoli........
          Global Dollar Government Portfolio...............
          Utility Income Portfolio..........................
          Worldwide Privatization Portfolio.................
          Real Estate Investment Portfolio..................
          Quasar Portfolio..................................
          Technology Portfolio..............................


    Substitution of Securities..............................
    Voting Rights...........................................

PREMIUMS AND ALLOCATIONS.....................................
    Applying for a Policy...................................
    Period to Examine and Cancel Policy.....................
    Premiums................................................
          Planned Periodic Premiums..........................
          Premiums upon Increase in Specified Face Amount....
    Premiums to Prevent Lapse...............................
          Grace Period.......................................
    Net Premium Allocations.................................
    Dollar Cost Averaging...................................
    Allocation Rules........................................
    Crediting Premiums......................................
    Transfers...............................................
          Subaccount Transfer Rules..........................
          Guaranteed Account Transfer Rules..................
</TABLE>

                                       2
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                  <C>

GUARANTEED ACCOUNT...........................................
    Interest Credited on Policy Value in the
     Guaranteed Account.....................................
    Calculating Guaranteed Account Value....................
    Deductions from the Guaranteed Account..................
    Payments from the Guaranteed Account....................

CHARGES AND DEDUCTIONS.......................................
    Premium Charges.........................................
    Daily Mortality and Expense Risk Charge.................
    Monthly Deductions......................................
          Current and Guaranteed Expense Charges.............
          Cost of Insurance Charge...........................
    Legal Considerations Relating to Sex-Distinct
     Premiums and Benefits..................................
    Supplemental Benefit Charges............................
    Transfer Charge.........................................
    Surrender Charges.......................................
          Surrender Charges for Initial Face Amount..........
    Partial Surrender Charge................................
    Partial Surrender Administrative Charge.................
    Dicsount Purchase Program...............................

HOW YOUR POLICY ACCOUNT VALUES VARIES........................
    Determining the Policy Account Value.....................
          Accumulation Unit Values...........................
          Net Investment Factor..............................
          Guaranteed Account Value...........................
    Net Policy Account......................................
    Cash Surrender Value....................................
    Net Cash Surrender Value................................

DEATH BENEFIT AND CHANGES IN FACE AMOUNT.....................
    Death Benefit Options...................................
    Changes in Death Benefit Options........................
    Changes in Face Amounts.................................
    Selecting and Changing the Beneficiary..................

CASH BENEFITS................................................
    Policy Loans............................................

          Interest...........................................
          Outstanding Loans..................................
          Loan Repayment; Effect if Not Repaid...............
          Policy Loan Account................................
          Effect of Policy Loan..............................

    Surrendering the Policy for Net Cash Surrender Value....
    Partial Surrenders......................................
    Maturity Benefit........................................
    Payment Options.........................................

ILLUSTRATIONS OF POLICY VALUE, NET CASH SURRENDER VALUE,
DEATH BENEFIT AND ACCUMULATED PREMIUM......................


OTHER POLICY BENEFITS AND PROVISIONS.........................
    Right to Convert.......................................
    Limits on Our Rights to Contest the Policy..............

          Incontestability...................................
          Suicide Exclusion..................................
    Changes in the Policy or Benefits.......................
          Misstatement of Age or Sex.........................
          Other Changes......................................
    When Proceeds Are Paid..................................
    Reports to Policy Owners................................
    Assignment..............................................
    Reinstatement...........................................

TAX CONSIDERATIONS...........................................
    Introduction............................................
    The Company.............................................
    Diversification.........................................
    Tax Treatment of the Policy.............................
          Tax Treatment of Policy Benefits in General........
          Investment in the Policy...........................
          Distributions from Policies Not Classified as
           Modified Endowment Contracts......................
          Modified Endowment Contracts.......................
          Distributions from Policies Classified as
           Modified Endowment Contracts......................
          Penalties on Early Distributions Policies
           Classified as Modified Endowment Contracts........
          Multiple Policies..................................
          Interest on Policy Loans...........................
          Policy Exchanges and Modifications.................
          Possible Charge for the Company's Taxes............

SUPPLEMENTAL BENEFITS AND RIDERS

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

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

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

STATE REGULATION.............................................

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

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

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

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

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

APPENDICES

</TABLE>


                                       3
<PAGE>





                             DEFINITIONS OF TERMS




Administrative Office.  One Alico Plaza, Wilmington, DE 19801

Allocation Date.  The first business day after the Free Look Period expires.

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. Policy 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 the  Policy 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 .

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

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.  This group flexible  premium  variable  universal life insurance policy
between the Company and You.

Policy Account Value. The total amount in the Accounts credited to a Policy. The
Policy Account Value is described on Page .

                                       4
<PAGE>


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

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.  The  initial  Premium  is due on or before  delivery  of the
Policy.

Separate Account.  Variable AccountII, 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 the Alliance Variable Product Series Fund, Inc.
that is available for investment under the Policy.



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

Valuation Period. A period commencing with the close of business on the New York
Stock  Exchange  (currently  4:00 p.m.,  Eastern time) on any valuation date and
ending at the close of  business  on the New York  Stock  Exchange  for the next
succeeding Valuation Date.



                                       5
<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 Policy 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  corresponding  portfolios
of the Alliance  Fund.An  Owner may also  allocate  Net Premium  payments to the
Guaranteed Account.


    Depending on the  investment  experience  of the selected  Subaccounts,  the
Policy  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
Policy  Account  Value and Death  Benefit  will  increase.  The Owner  bears the
investment  risk on that portion of the Net Premiums  and Policy  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 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 Policy Account Value:

     (a)  administrative charges

     (b)  insurance charges; and

     (c)  supplemental benefit charges, if any.


    The monthly  deduction is made from the Subaccounts pro rata on the basis of
the  portion of Policy  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 __.



                                       6
<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 Policy  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 Policy  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 Policy  Account Value or, if
greater,  the Policy Account Value on 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. of 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 Grace Period). 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.


                                       7
<PAGE>

    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 __.


                          PERFORMANCE INFORMATION


    The  Company  from time to time may  advertise  the "total  return"  and the
"average annual total return" of the Subaccounts and the Fund. 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 the 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.

    The Policies were first offered to the public in 1995. However, 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 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.
Performance  information for the Subaccounts has not been reflected since or the
Policy was first offered on May 1, 1998.

                                   8
<PAGE>

<TABLE>


                                                  Average Annual Total Returns
                                                         December 31, 1997

                                        Inception                                                                     Since
             Portfolio                     Date           YTD         1 Yr.       3 Yrs.      5 Yrs.      10 Yrs.   Inception
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>         <C>          <C>         <C>           <C>           <C>        <C>

ALLIANCE
Global Bond                              6/28/91       (6.3)%       (6.30)%      3.24%      -1.13%         N/A        0.72%
Growth                                   9/15/94       28.86%       28.86%      29.98%         N/A         N/A       28.91%
Growth & Income                          1/14/91       27.64%       27.64%      28.24%      18.21%         N/A       14.28%
Premier Growth                           6/30/92       32.53%       32.53%      18.19%      12.03%         N/A       13.41%
Quasar                                   8/14/96       17.51%       17.54%      N/A            N/A         N/A       17.29%
Technology                               1/11/96        5.52%        5.52%      N/A            N/A         N/A       15.47%

</TABLE>




   INFORMATION ABOUT THE COMPANY, THE SEPARATE ACCOUNT AND THE ALLIANCE FUND


THE COMPANY


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


                                       9
<PAGE>

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  portfolios of the Alliance 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.

     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
New York 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.

                                       10
<PAGE>


THE FUND AND INVESTMENT ADVISOR


     The Alliance  Fund is  registered  with the SEC as a  diversified  open-end
management investment company under the 1940 Act. It is a series fund made up of
different  series or  portfolios("Portfolios").  The  Alliance  Fund may include
portfolios which are not available under the Policy.

     The investment  objectives of each of the  portfolios in which  Subaccounts
invest  are set forth  below.  There is, of  course,  no  assurance  that  these
objectives will be met.


GLOBAL  BOND  PORTFOLIO  - seeks a high level of retrun  from a  combination  of
current income and captial  appreciation by investing in a globally  diversified
portfolio of high quality debt  securities  denominated in the U.S. Dollar and a
range of foreign currencies.

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

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.  Money Market Portfolio-seeks
safety of  principal,  maintenance  of liquidity and maximum  current  income by
investing in a broadly  diversified  portfolio of money  market  securities.  An
investment in the Money Market  Portfolio is neither  insured nor  guaranteed by
the U.S.  Government.  There can be no assurance that the Portfolio will be able
to maintain a stable net asset  value of 1.00 per share,  although it expects to
do so.

HIGH YIELD  PORTFOLIO  - seeks the  highest  level of current  income  available
without  assuming  undue risk by investing  principally in  high-yielding  fixed
income  securities.  As a secondary  objective,  this  Portfolio  seeks  capital
appreciation  where  consistent  with  its  primary   objective.   many  of  the
high-yielding  securities in which the High-Yield Portfolio invests are rated in
the lower  rating  categories  (i.e.,  below  investment  grade)  by  nationally
recognized  rating services.  These  securities,  which are often referred to as
"junk bonds" re subject to greater risk of loss of principal  and interest  than
higher rated securities and are considered to be predominately  speculative with
respect to the issuer's  capacity to pay interest and repay principal.  THERE IS
NO ASSURANCE THAT THE INVESTMENT OBJECTIVE WILL BE ACHIEVED.

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

U.S.  GOVERNMENT/HIGH  GRADE SECURITIES  PORTFOLIO-seeks a high level of current
income  consistent with  preservation  of capital by investing  principally in a
portfolio of U.S. Government Securities and other high grade debt securities.

TOTAL RETURN  PORTFOLIO-seeks  to achieve a high return through a combination of
current income and capital appreciation by investing in a diversified  portfolio
of common and preferred  stocks,  senior  corporate  debt  securities,  and U.S.
Government and agency obligation, bonds and senior debt securities.

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

SHORT-TERM  MULTI-Market  Portfolio-seeks  the highest level of current  income,
consistent with what the Fund's Advisor considers to be prudent investment risk,
that is  available  from a portfolio  of  high-quality  debt  securities  having
remaining maturities of not more than three years.


                                       11
<PAGE>


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

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

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

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

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.

QUASAR  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.

REAL  ESTATE  INVESTMENT  PORTFOLIO-seeks  a total  return  on its  assets  from
long-term growth of capital and from income  principally  through investing in a
portfolio  of equity  securities  of issuers  that are  primarily  engaged in or
related to the real estate industry.

     The  Alliance  Fund  is  managed  by  Alliance   Capital   Management  L.P.
("Alliance").  The Alliance 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.


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



                                       12
<PAGE>



     The shares of the Portfolios are sold not only to the Separate Account, but
may be sold to other  separate  accounts of the Company that fund benefits under
variable  annuity  contracts and variable life policies.  The shares of Alliance
Fund 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
portfolios.  Although  neither we nor the Alliance Fund  currently  perceives or
anticipates any such disadvantage,  the Company will monitor events to determine
whether  any  material  conflict  exists  between  variable  annuity  Owners and
variable life owners.


     Material  conflicts  could result from such  occurrences as: (1) changes in
state  insurance laws; (2) changes in federal income tax law; (3) changes in the
investment  management;  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 the Alliance Fund.


      Each Portfolio sells and redeems its shares at Net Asset Value without any
sales charge.  Any dividends or  distributions  from security  transactions of a
portfolio  are  reinvested  at Net Asset Value in shares of the same  Portfolio;
however,  there are sales and additional charges associated with the purchase of
the Policies. See PREMIUMS AND ALLOCATIONS, Page__.

      Further   information   about  the  Alliance  Fund  is  contained  in  the
accompanying  prospectus,  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  a  Policy   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  Policy  Account Value in the Subaccount by the Net Asset
Value  of one  share  of the  applicable  Portfolio.  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 so as to
cause a change in  sub-classification or investment objectives of one or more of
the Portfolios, 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 Portfolios,  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.




                                       13
<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 Owner may cancel the Policy
before the latest  of:  (a) 45 days  after  Part I (the  "Period to Examine  and
Cancel").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
increase 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 monthly  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 __).


      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 __.



                                       14
<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 Policy
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",  Pages__ and
__.


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 (see page __) when due.


      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 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  Lloan  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 "Amount of 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  also may 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 Policy 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 __.

                                       15
<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 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 Policy  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.

                                       16
<PAGE>

TRANSFERS

      You may transfer Policy Account Value among the Subaccounts subject to the
following  rules,  some of which depend on whether Policy Account Value is to be
transferred from a Subaccount or the Guaranteed Account.  Transfer requests 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 the section "WHEN PROCEEDS
ARE PAID," page __. There is no limit on the number of transfers. However, after
twelve (12) transfers have been made during a Policy Year, We currently impose a
$25 transfer charge on each subsequent transfer. See "TRANSFER CHARGE," page __.
The minimum  amount of Policy  Account Value that may be transferred is $250. If
less than the full  amount  of Policy  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 Policy
Account Value will be transferred. The Company reserves the right to increase or
decrease the number of "free" transfers allowed in any Policy Year.

      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.  Policy  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 Policy Account Value
held in the Guaranteed Account,  whichever is less. If the amount transferred is
less than the Policy 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.


                              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  Policy  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 Policy Account Values
transferred  from the Subaccounts to the Guaranteed  Account are credited to the
Guaranteed  Account portion of the Policy 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 Policy 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.

                                       17
<PAGE>

      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 Policy Loan Account than to the
remaining  portion of Policy 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

      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 Policy  Account  Value in the
Guaranteed  Account,  or an amount is withdrawn from the Policy 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
Policy Account Value from the Guaranteed Account.

      If there is any Policy Account Value in the Policy Loan Account, it is not
available for  transfers,  partial  surrenders or Policy loans,  nor any charges
deducted from this portion of Policy Account Value.  Amounts are  transferred to
or from the Policy Loan Account  only when Policy loans are taken or  repayments
made. If an amount is transferred  from the Policy 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 "POLICY 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.

                    CHARGES AND DEDUCTIONS


      Periodically,  the Company  will deduct  charges  from the Policy  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  (i.e.,  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.

                                       18
<PAGE>

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  Insured  under a Policy 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 Policy 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 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
Policy  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:

 <TABLE> <CAPTION>


MONTHLY EXPENSE CHARGE PER POLICY                   CURRENT         GUARANTEED
                                                    CHARGE           CHARGE
- - ----------------------------------------------------------------------------
<S>                                                <C>              <C>

If Face Amount is between $50,000 and $199,999        $7.50         $15.00

If Face Amount is between $200,000 and  $499,999      $5.00         $10.00
If Face Amount is $500,000 or greater                 $4.00         $10.00
First Year Additional Charge                          $20.00        $25.00
</TABLE>


      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.

                                       19
<PAGE>

      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 Policy 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  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 Policy  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 Policy  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 Policy  Account  Value  multiplied by the
applicable  death benefit  corridor  percentage,  any increase in Policy 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  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.

                                       20
<PAGE>

      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 Policy
Account Value among the subaccounts in excess of twelve 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.
We do not anticipate making any profit on this charge.

SURRENDER CHARGES

      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.


                                       21
<PAGE>

      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.

<TABLE>
<CAPTION>


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

                          POLICY          SURRENDER
                          DURATION        CHARGE FACTOR
                    -------------------------------------------------
                         <S>              <C>

                             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%
</TABLE>



      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
Policy Account Value.  Reductions  will first be applied against the most recent
increase in the Face  Amount of the  Policy.  They will then 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 Policy 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.

                                       22
<PAGE>

      A partial  surrender charge is also deducted from the Policy 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 Policy
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__.
We do not anticipate making a profit on this charge.

      Each partial  surrender will reduce the Policy 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 immediate  families of such
officers,  directors,  and  employees,  the Company may reduce or eliminate  the
Surrender Charge.


                     HOW YOUR POLICY ACCOUNT VALUES VARIES


      There is no minimum  guaranteed Policy 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 Policy 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 POLICY ACCOUNT VALUE

      On the Policy  Date the Policy  Account  Value is equal to the initial Net
Premium.  If the  Policy  Date and the Issue  Date are the same day,  the Policy
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
Policy  Account  Value.  The  Policy  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 Policy  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.
                                      23
<PAGE>

      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 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 Policy 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 Policy
Loan Account held in the Guaranteed Account, including transfers to and from the
Policy Loan  Account as loans are taken and  repayments  are made,  and interest
credited on the Policy Loan Account.

NET POLICY ACCOUNT VALUE

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

CASH SURRENDER VALUE

      The Cash  Surrender  Value on a Valuation Date is the Policy 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
Policy  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.


                   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 Policy 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 Policy Account Value,  or the applicable  percentage of the
Policy 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 Policy Account Value. To see how and when
investment  performance  may begin to affect the Death  Benefit,  please see the
illustrations beginning on page __.

                                       24
<PAGE>

      The applicable percentage of Policy 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>
<CAPTION>


                       TABLE OF APPLICABLE PERCENTAGES
             -----------------------------------------------------------
             ATTAINED AGE                    PERCENTAGE OF POLICY
                                             ACCOUNT VALUE
             ------------                    --------------------
            <S>                                <C>

               Under 40                          250%
                  45                             215%
                  50                             185%
                  55                             150%
                  60                             130%
                  70                             115%
             75 through 90                       105%
             95 through 99                       100%


</TABLE>



      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 Policy  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
Policy  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 Policy  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.

                                       25
<PAGE>

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 __.)


      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 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 Policy  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  Policy 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  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.

                                       26
<PAGE>


      POLICY LOAN  ACCOUNT.  When a Policy Loan is made,  an amount equal to the
loan proceeds is withdrawn  from the Policy  Account  Value in the  Subaccounts.
This  withdrawal  is made pro rata on the basis of the Policy  Account  Value in
each  Subaccount  unless You direct a different  allocation  when requesting the
loan. The loan amount  withdrawn is then  transferred to the Policy Loan Account
in the Guaranteed Account. Conversely, when a loan is repaid, an amount equal to
the  repayment  will  be  transferred  from  the  Policy  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
Policy 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 Policy 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 in Policy loans and the
amount We credit on the equivalent  amount held in the Policy Loan Account).  In
addition,  We currently  intend to credit 6.00% on the amount held in the Policy
Loan  Account  during the first 10 Policy  Years.  The net loan cost  during the
first 10 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 Policy  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.

      EFFECT OF POLICY LOAN. A Policy Loan,  whether or not repaid,  will have a
permanent  effect on the Death  Benefit and Policy  Account  Values  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 Policy
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," page __.
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 Policy 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 Policy
Account  Value along with the amount  requested  to be  surrendered  and will be
considered  part of the partial  surrender  (together,  the  "partial  surrender
amount"). Policy Account Values will be reduced by the partial surrender amount.

                                       27
<PAGE>

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

      If the 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 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. An extended Maturity Date
is not  available  in New York.  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 Policy 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.




                                       28
<PAGE>




ILLUSTRATIONS OF POLICY ACCOUNT VALUES,  NET CASH SURRENDER VALUE, DEATH BENEFIT
                            AND ACCUMULATED PREMIUM


     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 Policy 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  Alliance  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 Alliance
Fund.  The tables assume an average annual expense ratio of 0.91% of the average
daily net assets of the Alliance Fund 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 the Alliance  Fund. For  information on
Fund expenses,  see the  prospectuses  for the Alliance Fund  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.



                                       29
<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
                       ---------------------------------------------------------------------------------------------
                            0% Hypothetical              6% Hypothetical                  12% Hypothetical
           Premiums     Gross Investment Return       Gross Investment Return         Gross Investment Return
          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

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

 1         $3,360      $2,204    $1,404    $250,000     $2,356   $1,556     $250,000      $2,509    $1,709     $250,000
 2         $6,888      $4,590    $3,790    $250,000     $5,039   $4,239     $250,000      $5,506    $4,706     $250,000
 3        $10,592      $6,923    $6,123    $250,000     $7,821   $7,021     $250,000      $8,793    $7,993     $250,000
 4        $14,482      $9,201    $8,401    $250,000    $10,705   $9,905     $250,000     $12,397   $11,597     $250,000
 5        $18,566     $11,411   $10,611    $250,000    $13,681  $12,881     $250,000     $16,336   $15,536     $250,000
 6        $22,854     $13,516   $12,796    $250,000    $16,714  $15,994     $250,000     $20,605   $19,885     $250,000
 7        $27,357     $15,529   $14,889    $250,000    $19,818  $19,178     $250,000     $25,251   $24,611     $250,000
 8        $32,085     $17,457   $16,897    $250,000    $23,005  $22,445     $250,000     $30,322   $29,762     $250,000
 9        $37,049     $19,339   $18,859    $250,000    $26,315  $25,835     $250,000     $35,899   $35,419     $250,000
 10       $42,262     $21,146   $20,746    $250,000    $29,725  $29,325     $250,000     $42,007   $41,607     $250,000
 11       $47,735     $22,945   $22,625    $250,000    $33,346  $33,026     $250,000     $48,870   $48,550     $250,000
 12       $53,482     $24,651   $24,411    $250,000    $37,072  $36,832     $250,000     $56,408   $56,168     $250,000
 13       $59,516     $26,279   $26,119    $250,000    $40,922  $40,762     $250,000     $64,711   $64,551     $250,000
 14       $65,851     $27,830   $27,750    $250,000    $44,905  $44,825     $250,000     $73,866   $73,786     $250,000
 15       $72,504     $29,281   $29,281    $250,000    $49,005  $49,005     $250,000     $83,950   $83,950     $250,000
 16       $79,489     $30,585   $30,585    $250,000    $53,187  $53,187     $250,000     $95,039   $95,039     $250,000
 17       $86,824     $31,758   $31,758    $250,000    $57,473  $57,473     $250,000    $107,265  $107,265     $250,000
 18       $94,525     $32,771   $32,771    $250,000    $61,843  $61,843     $250,000    $120,747  $120,747     $250,000
 19      $102,611     $33,605   $33,605    $250,000    $66,289  $66,289     $250,000    $135,635  $135,635     $250,000
 20      $111,102     $34,300   $34,300    $250,000    $70,856  $70,856     $250,000    $152,131  $152,131     $250,000
 25      $160,363     $35,596   $35,596    $250,000    $95,844  $95,844     $250,000    $265,678  $265,678     $324,128
 30      $223,235     $31,546   $31,546    $250,000   $124,731 $124,731     $250,000    $450,404  $450,404     $522,469

</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 $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 Premium is paid at the  beginning of the  Policy Year.
          Values  would be  different  if Premiums is 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.






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


                                       30
<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 Guaranteed Cost of Insurance Rates
                       -------------------------------------------------------------------------------------------
                            0% Hypothetical              6% Hypothetical                  12% Hypothetical
           Premiums     Gross Investment Return       Gross Investment Return         Gross Investment Return
          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

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

    1       $3,360       $1,926    $1,126  $250,000       $2,069   $1,269  $250,000       $2,213    $1,413 $250,000
    2       $6,888       $4,075    $3,275  $250,000       $4,490   $3,690  $250,000       $4,924    $4,124 $250,000
    3      $10,592       $6,146    $5,346  $250,000       $6,971   $6,171  $250,000       $7,865    $7,065 $250,000
    4      $14,482       $8,136    $7,336  $250,000       $9,509   $8,709  $250,000      $11,056   $10,256 $250,000
    5      $18,566      $10,041    $9,241  $250,000      $12,103  $11,303  $250,000      $14,521   $13,721 $250,000
    6      $22,854      $11,858   $11,138  $250,000      $14,751  $14,031  $250,000      $18,281   $17,561 $250,000
    7      $27,357      $13,584   $12,944  $250,000      $17,451  $16,811  $250,000      $22,364   $21,724 $250,000
    8      $32,085      $15,215   $14,655  $250,000      $20,202  $19,642  $250,000      $26,802   $26,242 $250,000
    9      $37,049      $16,748   $16,268  $250,000      $23,001  $22,521  $250,000      $31,628   $31,148 $250,000
    10     $42,262      $18,178   $17,778  $250,000      $25,846  $25,446  $250,000      $36,878   $36,478 $250,000
    11     $47,735      $19,496   $19,176  $250,000      $28,729  $28,409  $250,000      $42,592   $42,272 $250,000
    12     $53,482      $20,691   $20,451  $250,000      $31,642  $31,402  $250,000      $48,809   $48,569 $250,000
    13     $59,516      $21,750   $21,590  $250,000      $34,572  $34,412  $250,000      $55,575   $55,415 $250,000
    14     $65,851      $22,658   $22,578  $250,000      $37,508  $37,428  $250,000      $62,941   $62,861 $250,000
    15     $72,504      $23,401   $23,401  $250,000      $40,437  $40,437  $250,000      $70,967   $70,967 $250,000
    16     $79,489      $23,965   $23,965  $250,000      $43,346  $43,346  $250,000      $79,721   $79,721 $250,000
    17     $86,824      $24,337   $24,337  $250,000      $46,226  $46,226  $250,000      $89,286   $89,286 $250,000
    18     $94,525      $24,508   $24,508  $250,000      $49,068  $49,068  $250,000      $99,759   $99,759 $250,000
    19    $102,611      $24,457   $24,457  $250,000      $51,855  $51,855  $250,000     $111,245  $111,245 $250,000
    20    $111,102      $24,159   $24,159  $250,000      $54,567  $54,567  $250,000     $123,867  $123,867 $250,000
    25    $160,363      $17,731   $17,731  $250,000      $65,968  $65,968  $250,000     $209,945  $209,945 $256,133
    30    $223,235           $0        $0        $0      $69,852  $69,852  $250,000     $349,009  $349,009 $404,850



</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,  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  Premium  is  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.

================================================================================
                                       31
<PAGE>

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


<TABLE>
<CAPTION>



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

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

    1         $8,925       $6,112      $3,987   $400,000        $6,526     $4,401    $400,000        $6,940     $4,815   $400,000
    2        $18,296      $12,248     $10,123   $400,000       $13,459    $11,334    $400,000       $14,720    $12,595   $400,000
    3        $28,136      $18,194     $16,069   $400,000       $20,599    $18,474    $400,000       $23,203    $21,078   $400,000
    4        $38,468      $23,956     $21,831   $400,000       $27,958    $25,833    $400,000       $32,466    $30,341   $400,000
    5        $49,316      $29,496     $27,371   $400,000       $35,507    $33,382    $400,000       $42,553    $40,428   $400,000
    6        $60,707      $34,743     $32,830   $400,000       $43,180    $41,267    $400,000       $53,476    $51,564   $400,000
    7        $72,667      $39,727     $38,027   $400,000       $51,015    $49,315    $400,000       $65,362    $63,662   $400,000
    8        $85,226      $44,406     $42,918   $400,000       $58,976    $57,488    $400,000       $78,274    $76,787   $400,000
    9        $98,412      $48,753     $47,478   $400,000       $67,046    $65,771    $400,000       $92,310    $91,035   $400,000
    10      $112,258      $52,841     $51,778   $400,000       $75,302    $74,239    $400,000      $107,671   $106,608   $400,000
    11      $126,796      $56,866     $56,016   $400,000       $84,063    $83,213    $400,000      $124,984   $124,134   $400,000
    12      $142,060      $60,707     $60,069   $400,000       $93,148    $92,510    $400,000      $144,138   $143,500   $400,000
    13      $158,088      $64,309     $63,884   $400,000      $102,529   $102,104    $400,000      $165,320   $164,895   $400,000
    14      $174,918      $67,643     $67,430   $400,000      $112,204   $111,992    $400,000      $188,770   $188,557   $400,000
    15      $192,589      $70,688     $70,688   $400,000      $122,182   $122,182    $400,000      $214,772   $214,772   $400,000
    16      $211,143      $73,427     $73,427   $400,000      $132,476   $132,476    $400,000      $243,660   $243,660   $400,000
    17      $230,625      $75,806     $75,806   $400,000      $143,078   $143,078    $400,000      $275,806   $275,806   $400,000
    18      $251,082      $77,770     $77,770   $400,000      $153,980   $153,980    $400,000      $311,655   $311,655   $400,000
    19      $272,561      $79,273     $79,273   $400,000      $165,191   $165,191    $400,000      $351,716   $351,716   $411,507
    20      $295,114      $80,278     $80,278   $400,000      $176,735   $176,735    $400,000      $395,970   $395,970   $459,325
    25      $425,964      $75,630     $75,630   $400,000      $240,432   $240,432    $400,000      $695,339   $695,339   $744,013
    30      $592,967      $48,485     $48,485   $400,000      $321,046   $321,046    $400,000    $1,185,044 $1,185,044 $1,244,297

</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 $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  Premium  is  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.

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

                                       32
<PAGE>

<TABLE>


                          Illustration of Policy Values
                           AIG Life Insurance Company

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



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

   1        $8,925     $5,356     $3,231   $400,000       $5,746     $3,621   $400,000      $6,137      $4,012    $400,000
   2       $18,296    $10,762     $8,637   $400,000      $11,880     $9,755   $400,000     $13,048     $10,923    $400,000
   3       $28,136    $15,896    $13,771   $400,000      $18,093    $15,968   $400,000     $20,478     $18,353    $400,000
   4       $38,468    $20,738    $18,613   $400,000      $24,363    $22,238   $400,000     $28,459     $26,334    $400,000
   5       $49,316    $25,272    $23,147   $400,000      $30,676    $28,551   $400,000     $37,034     $34,909    $400,000
   6       $60,707    $29,476    $27,564   $400,000      $37,012    $35,100   $400,000     $46,251     $44,338    $400,000
   7       $72,667    $33,337    $31,637   $400,000      $43,358    $41,658   $400,000     $56,167     $54,467    $400,000
   8       $85,226    $36,844    $35,357   $400,000      $49,707    $48,219   $400,000     $66,862     $65,374    $400,000
   9       $98,412    $39,973    $38,698   $400,000      $56,034    $54,759   $400,000     $78,406     $77,131    $400,000
   10     $112,258    $42,688    $41,626   $400,000      $62,312    $61,249   $400,000     $90,880     $89,817    $400,000
   11     $126,796    $44,954    $44,104   $400,000      $68,506    $67,656   $400,000    $104,377    $103,527    $400,000
   12     $142,060    $46,729    $46,091   $400,000      $74,582    $73,945   $400,000    $119,009    $118,371    $400,000
   13     $158,088    $47,946    $47,521   $400,000      $80,482    $80,057   $400,000    $134,889    $134,464    $400,000
   14     $174,918    $48,537    $48,325   $400,000      $86,146    $85,934   $400,000    $152,163    $151,951    $400,000
   15     $192,589    $48,436    $48,436   $400,000      $91,519    $91,519   $400,000    $171,014    $171,014    $400,000
   16     $211,143    $47,573    $47,573   $400,000      $96,544    $96,544   $400,000    $191,673    $191,673    $400,000
   17     $230,625    $45,880    $45,880   $400,000     $101,168   $101,168   $400,000    $214,423    $214,423    $400,000
   18     $251,082    $43,281    $43,281   $400,000     $105,334   $105,334   $400,000    $239,615    $239,615    $400,000
   19     $272,561    $39,677    $39,677   $400,000     $108,966   $108,966   $400,000    $267,672    $267,672    $400,000
   20     $295,114    $34,927    $34,927   $400,000     $111,957   $111,957   $400,000    $299,105    $299,105    $400,000
   25     $425,964         $0         $0         $0     $110,485   $110,485   $400,000    $520,080    $520,080    $556,486
   30     $592,967         $0         $0         $0      $51,000    $51,000   $400,000    $873,888    $873,888    $917,582

</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,  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 Premium is paid at the beginning of the Policy Year.
          Values  would be  different  if Premiums is 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.
================================================================================

                                       33
<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>



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

    1        $2,100      $1,276      $776 $200,000      $1,368      $868 $200,000    $1,461      $961   $200,000
    2        $4,305      $2,757    $2,257 $200,000      $3,028    $2,528 $200,000    $3,310    $2,810   $200,000
    3        $6,620      $4,198    $3,698 $200,000      $4,742    $4,242 $200,000    $5,330    $4,830   $200,000
    4        $9,051      $5,600    $5,100 $200,000      $6,513    $6,013 $200,000    $7,539    $7,039   $200,000
    5       $11,604      $6,956    $6,456 $200,000      $8,336    $7,836 $200,000    $9,949    $9,449   $200,000
    6       $14,284      $8,273    $7,823 $200,000     $10,220    $9,770 $200,000   $12,587   $12,137   $200,000
    7       $17,098      $9,554    $9,154 $200,000     $12,170   $11,770 $200,000   $15,478   $15,078   $200,000
    8       $20,053     $10,802   $10,452 $200,000     $14,191   $13,841 $200,000   $18,652   $18,302   $200,000
    9       $23,156     $12,017   $11,717 $200,000     $16,285   $15,985 $200,000   $22,136   $21,836   $200,000
    10      $26,414     $13,187   $12,937 $200,000     $18,445   $18,195 $200,000   $25,952   $25,702   $200,000
    11      $29,834     $14,341   $14,141 $200,000     $20,725   $20,525 $200,000   $30,223   $30,023   $200,000
    12      $33,426     $15,434   $15,284 $200,000     $23,067   $22,917 $200,000   $34,907   $34,757   $200,000
    13      $37,197     $16,473   $16,373 $200,000     $25,480   $25,380 $200,000   $40,053   $39,953   $200,000
    14      $41,157     $17,486   $17,436 $200,000     $27,996   $27,946 $200,000   $45,741   $45,691   $200,000
    15      $45,315     $18,451   $18,451 $200,000     $30,598   $30,598 $200,000   $52,008   $52,008   $200,000
    16      $49,681     $19,347   $19,347 $200,000     $33,270   $33,270 $200,000   $58,902   $58,902   $200,000
    17      $54,265     $20,174   $20,174 $200,000     $36,016   $36,016 $200,000   $66,494   $66,494   $200,000
    18      $59,078     $20,945   $20,945 $200,000     $38,853   $38,853 $200,000   $74,875   $74,875   $200,000
    19      $64,132     $21,658   $21,658 $200,000     $41,785   $41,785 $200,000   $84,133   $84,133   $200,000
    20      $69,439     $22,296   $22,296 $200,000     $44,800   $44,800 $200,000   $94,358   $94,358   $200,000
    25     $100,227     $23,742   $23,742 $200,000     $60,791   $60,791 $200,000  $164,133  $164,133   $219,938
    30     $139,522     $22,214   $22,214 $200,000     $78,916   $78,916 $200,000  $278,386  $278,386   $339,631

</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 $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  Premium  is  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.

================================================================================
                                       34
<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>


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

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

    1         $2,100      $1,072      $572  $200,000       $1,157     $657  $200,000     $1,243      $743 $200,000
    2         $4,305      $2,406    $1,906  $200,000       $2,653   $2,153  $200,000     $2,911    $2,411 $200,000
    3         $6,620      $3,696    $3,196  $200,000       $4,190   $3,690  $200,000     $4,724    $4,224 $200,000
    4         $9,051      $4,941    $4,441  $200,000       $5,767   $5,267  $200,000     $6,697    $6,197 $200,000
    5        $11,604      $6,139    $5,639  $200,000       $7,384   $6,884  $200,000     $8,843    $8,343 $200,000
    6        $14,284      $7,286    $6,836  $200,000       $9,039   $8,589  $200,000    $11,175   $10,725 $200,000
    7        $17,098      $8,381    $7,981  $200,000      $10,732  $10,332  $200,000    $13,712   $13,312 $200,000
    8        $20,053      $9,424    $9,074  $200,000      $12,462  $12,112  $200,000    $16,472   $16,122 $200,000
    9        $23,156     $10,412   $10,112  $200,000      $14,229  $13,929  $200,000    $19,478   $19,178 $200,000
    10       $26,414     $11,342   $11,092  $200,000      $16,031  $15,781  $200,000    $22,751   $22,501 $200,000
    11       $29,834     $12,211   $12,011  $200,000      $17,864  $17,664  $200,000    $26,315   $26,115 $200,000
    12       $33,426     $13,016   $12,866  $200,000      $19,728  $19,578  $200,000    $30,200   $30,050 $200,000
    13       $37,197     $13,754   $13,654  $200,000      $21,622  $21,522  $200,000    $34,436   $34,336 $200,000
    14       $41,157     $14,421   $14,371  $200,000      $23,541  $23,491  $200,000    $39,059   $39,009 $200,000
    15       $45,315     $15,014   $15,014  $200,000      $25,485  $25,485  $200,000    $44,108   $44,108 $200,000
    16       $49,681     $15,524   $15,524  $200,000      $27,445  $27,445  $200,000    $49,622   $49,622 $200,000
    17       $54,265     $15,943   $15,943  $200,000      $29,415  $29,415  $200,000    $55,647   $55,647 $200,000
    18       $59,078     $16,259   $16,259  $200,000      $31,385  $31,385  $200,000    $62,232   $62,232 $200,000
    19       $64,132     $16,459   $16,459  $200,000      $33,342  $33,342  $200,000    $69,433   $69,433 $200,000
    20       $69,439     $16,532   $16,532  $200,000      $35,278  $35,278  $200,000    $77,318   $77,318 $200,000
    25      $100,227     $14,557   $14,557  $200,000      $44,242  $44,242  $200,000   $130,122  $130,122 $200,000
    30      $139,522      $6,728    $6,728  $200,000      $50,308  $50,308  $200,000   $216,314  $216,314 $263,903

</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,  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  premium is paid at the  beginning  of the Policy  Year.
          Values would be different if Premium is paid ith 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.

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

                                       35
<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 Date of Issue  while the  Policy is in
            force; 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 Policy  Account Value to the Guaranteed  Account.  There is no charge
for this  transfer.  Once this option is exercised,  the entire  Policy  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 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  Policy
owners. See also "PAYMENTS FROM THE GUARANTEED ACCOUNT," page __.

                                       36
<PAGE>

Reports to Owners

      You will receive a confirmation  within seven days of the  transaction of:
the receipt of any Premium (except Premiums  received before the Date of Issue);
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 Right to Examine and Canel privilege; (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 Policy  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  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;   and

     2.   Provide  evidence of  insurability  satisfactory  to Us; and 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 Policy  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 Policy  Account  Value,  Policy Loan and surrender
charges that will apply after 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 Policy Account
Value as of the effective  date of  reinstatement.  No other charges will accrue
for this period.



                                       37
<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  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.

                                       38
<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
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.



                                       39
<PAGE>

      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 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  Policy  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  Policy  Account  Value
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 a Policy's  classification as a Modified  Endowment
Contract.


            PENALTIES ON EARLY  DISTRIBUTIONS  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 or loan is made 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.


                                       40
<PAGE>

      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,  interest  that is incurred on any loan under a Policy  owned by a
taxpayer  is no longer  deductible  under  Section  264 of the Code  subject  to
certain phase-in rules.  Section 264 omay also result in the disallowance of the
taxpapyer's general interest expense allocable to unborrowed Policy cash values.
An Owner should consult a tax advisor as to these tax rules.



      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 Level Option to Increasing  Option 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.

                                       41
<PAGE>


                     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
Policy Account Value.

    -  Accidental Death Benefit (ADB)
    -  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.



                                       42
<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>
                                                                                Principal Business Affiliations
                                                                                and Principal Occupations
Name and Address                        Office                                  During Past Five Years
- - ----------------                        ------                                  ----------------------
<S>                                     <C>                                     <C>
Robert John O'Connell                   President                               President and CEO-AIG
80 Pine Street                          and CEO Director                        
13th Floor                                                                      
New York, NY 10005                                                              

Nicholas Alexander O'Kulich*            Vice President,                         Vice President,
                                        Treasurer and Director                  Treasurer

Maurice Raymond Greenberg*              Director                                Director, Chairman and
                                                                                Chief Executive Officer
                                                                                AIG, Inc.
Edwin A. G. Manton*                     Director                                Director - AIG, Inc.
                                                                                

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

Jerome Thomas Muldowney                 Senior Vice President                   Managing Director AIG
175 Water Street                        and Director                            Investments Corp.
25th Floor                                                                      Senior Vice President of AIG
New York, New York 10005                                                        Domestic Life Companies

Win Jay Neuger                          Director                                Senior Vice President 
175 Water Street                                                                AIG, Inc.  Formerly, Managing
25th Floor                                                                      Director-Bankers Trust Co.
New York, New York 10005                                                       

John Robert Skar                        Sr. Vice President                      Sr. Vice President 
One Alico Plaza                         Actuary and Director                    Actuary & Domestic AIG Domestic Life
P.O. Box 667                                                                    Companies.
Wilmington DE 19899

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                                Director - AIG, Inc.
                                        Chairman of the Board                   
                                                                                
                                                                                

Edmund Sze-Wing Tse                     Director                                Vice Chairman, Life Insurance,
                                                                                AIG, Inc. Sr. V.P. AIG, Inc.

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

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

Howard Earl Gunton                      Sr. Vice President and                  Sr. Vice President and
One Alico Plaza                         Comptroller                             Comptroller AIG, Inc.
Wilmington, DE 19899                                                            Domestic Life Companies

</TABLE>

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

<PAGE>


                       DISTRIBUTION OF POLICY

    The Policy is sold by  licensed  insurance  agents,  where the Policy may be
lawfully sold, 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. (AIGESC) 80 Pine Street, New York, New
York,  an affiliate of the Company.  The Company pays  commissions  on behalf of
AIGESC 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  insurance  policies  similar to those  offered
herein.


                          STATE REGULATION

    The Company is subject to the laws of New York 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.


<PAGE>



                          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 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  Boros  Cicchetti  Berenson  &  Johnson  L.L.P.  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
Amaerican 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 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  included  herein should only be
considered  as bearing  upon the ability of the Company to meet its  obligations
under the Policy.


<PAGE>


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

ASSETS:
                Investments at Market Value:
<TABLE>

                                                                           Shares             Cost            Market Value
                                                                    ----------------------------------------------------------
                      <S>                                            <C>                 <C>                 <C>
                      Fidelity
                        Money Market Portfolio                         1,225,889.680     $    1,225,890      $    1,225,890
                        Asset Manager Portfolio                           21,538.390            362,250             387,906
                        Growth Portfolio                                  31,376.682          1,051,538           1,164,075
                        Overseas Portfolio                                19,184.269            365,990             368,340
                        Investment Grade Bond Portfolio                    6,329.266             76,200              79,496
                        High Income Portfolio                             21,147.248            273,567             287,181
                      Dreyfus
                        Stock Index Portfolio                             36,677.122            895,009            944,435
                        Zero Coupon 2000 Portfolio                           875.283            10,688              10,766
                        Small Company Stock Portfolio                      7,897.168           133,094             127,381
                      Alliance
                        Growth & Income Portfolio                         38,350.882           688,198             764,335
                        Conservative Investors Portfolio                   1,837.415            23,033              24,072
                        Growth Portfolio                                  50,091.336           959,839           1,123,048
                        Growth Investors Portfolio                         8,168.085           109,275             117,458
                        Technology Portfolio                              21,762.871           270,522             255,061
                        Quasar Portfolio                                  19,165.402           229,719             241,676
                      Van Eck
                        Worldwide Hard Assets Portfolio                    1,923.672            30,961              30,220
                        Worldwide Balanced Portfolio                       7,341.490            83,389              88,315
                      Weiss, Peck & Greer
                        Tomorrow Short Term Portfolio                        256.449             2,534               2,518
                        Tomorrow Medium Term Portfolio                       479.752             4,395               4,140
                        Tomorrow Long Term Portfolio                       3,208.335            26,196              25,890
                                                                                        ------------------  ------------------

                      Total Investments                                                     $ 6,822,287          7,272,203
                                                                                                            ------------------
                           Total Assets                                                                      $   7,272,203
                                                                                                            ==================

EQUITY:
                Contract Owners' Equity                                                                        $ 7,272,203
                                                                                                            ------------------
                           Total Equity                                                                        $ 7,272,203
                                                                                                            ==================
</TABLE>
                        See Notes to Financial Statements
<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT II

                             STATEMENT OF OPERATIONS
                      For The Year Ended December 31, 1997
<TABLE>
<CAPTION>
                                                                                     Fidelity              Fidelity
                                                                                      Money                 Asset
                                                                                      Market               Manager
                                                                  Total             Portfolio             Portfolio
                                                              --------------      ---------------      -----------------
<S>                                                          <C>                 <C>                  <C>
Investment Income (Loss):
    Dividends                                                     $208,147          $ 38,596                $ 24,048
Expenses:
    Mortality & Expense Risk Fees                                   41,401             6,480                   2,502
                                                                  --------          --------                  --------
Net Investment Income (Loss)                                       166,746            32,116                    21,546
                                                                  --------          --------                  --------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                                   206,207                 0                    8,600
    Change in Unrealized Appreciation
        (Depreciation)                                             366,321                 0                    19,239
                                                                  --------          --------                  --------
    Net Gain (Loss) on Investments                                 572,528                 0                    27,839
                                                                  --------          --------                  --------

Increase (Decrease) in Net Assets
    Resulting From Operations                                     $739,274          $ 32,116                  $ 49,385
                                                                  ========          ========                  ========
</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                                     8,178                2,117                    553
                                                              --------------      ---------------      -----------------
Net Investment Income (Loss)                                         21,466                9,687                  2,521
                                                              --------------      ---------------      -----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                                     55,366                1,460                    322
    Change in Unrealized Appreciation
        (Depreciation)                                               90,042               (3,697)                 2,132
                                                              --------------      ---------------      -----------------
    Net Gain (Loss) on Investments                                  145,408               (2,237)                 2,454
                                                              --------------      ---------------      -----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                                      $166,874               $7,450                 $4,975
                                                              ==============      ===============      =================
</TABLE>
<PAGE>

<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              $30,945                   $584
Expenses:
    Mortality & Expense Risk Fees                                     1,566                4,258                     73
                                                              --------------      ---------------      -----------------
Net Investment Income (Loss)                                          3,283               26,687                    511
                                                              --------------      ---------------      -----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                                     11,481               41,444                    (71)
    Change in Unrealized Appreciation
        (Depreciation)                                               11,697               41,726                     83
                                                              --------------      ---------------      -----------------
    Net Gain (Loss) on Investments                                   23,178               83,170                     12
                                                              --------------      ---------------      -----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                                       $26,461             $109,857                   $523
                                                              ==============      ===============      =================
</TABLE>
<TABLE>
<CAPTION>
                                                                 Dreyfus             Alliance
                                                                  Small               Growth               Alliance
                                                                 Company                &                Conservative
                                                                  Stock               Income              Investors
                                                                Portfolio           Portfolio             Portfolio
                                                              --------------      ---------------      -----------------
<S>                                                    <C>                  <C>                  <C>
Investment Income (Loss):
    Dividends                                                        $2,290              $27,385                   $306
Expenses:
    Mortality & Expense Risk Fees                                       188                4,386                    139
                                                              --------------      ---------------      -----------------
Net Investment Income (Loss)                                          2,102               22,999                    167
                                                              --------------      ---------------      -----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                                       (107)              18,395                    600
    Change in Unrealized Appreciation
        (Depreciation)                                               (5,712)              68,190                    586
                                                              --------------      ---------------      -----------------
    Net Gain (Loss) on Investments                                   (5,819)              86,585                  1,186
                                                              --------------      ---------------      -----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                                       ($3,717)            $109,584                 $1,353
                                                              ==============      ===============      =================
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                                                Alliance              Growth               Alliance
                                                                 Growth             Investors             Technology
                                                                Portfolio           Portfolio             Portfolio
                                                              --------------      ---------------      -----------------
<S>                                                    <C>                  <C>                  <C>
Investment Income (Loss):
    Dividends                                                       $27,680               $2,233                   $544
Expenses:
    Mortality & Expense Risk Fees                                     6,211                  756                  1,659
                                                              --------------      ---------------      -----------------
Net Investment Income (Loss)                                         21,469                1,477                 (1,115)
                                                              --------------      ---------------      -----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                                     37,620                3,687                 16,995
    Change in Unrealized Appreciation
        (Depreciation)                                              138,629                5,513                (15,270)
                                                              --------------      ---------------      -----------------
    Net Gain (Loss) on Investments                                  176,249                9,200                  1,725
                                                              --------------      ---------------      -----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                                      $197,718              $10,677                   $610
                                                              ==============      ===============      =================
</TABLE>
<TABLE>
<CAPTION>
                                                                                      VanEck
                                                                                    Worldwide               VanEck
                                                                Alliance               Hard               Worldwide
                                                                 Quasar               Assets               Balanced
                                                                Portfolio           Portfolio             Portfolio
                                                              --------------      ---------------      -----------------
<S>                                                    <C>                  <C>                  <C>
Investment Income (Loss):
    Dividends                                                          $114                 $485                   $832
Expenses:
    Mortality & Expense Risk Fees                                     1,578                  166                    489
                                                              --------------      ---------------      -----------------
Net Investment Income (Loss)                                         (1,464)                 319                    343
                                                              --------------      ---------------      -----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                                      9,057                  165                    856
    Change in Unrealized Appreciation
        (Depreciation)                                               11,871               (1,231)                 3,097
                                                              --------------      ---------------      -----------------
    Net Gain (Loss) on Investments                                   20,928               (1,066)                 3,953
                                                              --------------      ---------------      -----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                                       $19,464                ($747)                $4,296
                                                              ==============      ===============      =================
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                  WP&G                 WP&G                  WP&G
                                                                Tomorrow             Tomorrow              Tomorrow
                                                                  Short               Medium                 Long
                                                                  Term                 Term                  Term
                                                                Portfolio           Portfolio             Portfolio
                                                              --------------      ---------------      -----------------
<S>                                                    <C>                  <C>                  <C>
Investment Income (Loss):
    Dividends                                                          $256                 $335                 $2,143
Expenses:
    Mortality & Expense Risk Fees                                        13                    4                     85
                                                              --------------      ---------------      -----------------
Net Investment Income (Loss)                                            243                  331                  2,058
                                                              --------------      ---------------      -----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                                         32                    2                    303
    Change in Unrealized Appreciation
        (Depreciation)                                                  (16)                (254)                  (304)
                                                              --------------      ---------------      -----------------
    Net Gain (Loss) on Investments                                       16                 (252)                    (1)
                                                              --------------      ---------------      -----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                                          $259                  $79                 $2,057
                                                              ==============      ===============      =================
</TABLE>
                        See Notes to Financial Statements
<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT II

                       STATEMENT  OF CHANGES  IN NET ASSETS For The Years  Ended
           December 31, 1997 and December 31, 1996
<TABLE>
<CAPTION>
                                                        1997
                                                                                     Fidelity              Fidelity
                                                                                      Money                 Asset
                                                                                      Market               Manager
                                                                  Total             Portfolio             Portfolio
                                                              --------------      ---------------      -----------------
<S>                                                    <C>                  <C>                  <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                   $166,746              $32,116                $21,546
    Realized Gain (Loss) on Investment Activity                     206,207                    0                  8,600
    Change in Unrealized Appreciation
        (Depreciation) of Investments                               366,321                    0                 19,239
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                 739,274               32,116                 49,385
                                                              --------------      ---------------      -----------------

Capital Transactions:
    Contract Deposits                                             5,544,641            1,214,777                287,927
    Cost Of Insurance Charge                                       (775,349)            (159,431)               (42,651)
    Policy Loans                                                    (94,631)             (52,504)                  (167)
    Transfers Between Funds                                          18,850               (5,335)                   664
    Contract Withdrawals                                            (82,467)              (1,225)                (9,859)
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                     4,611,044              996,282                235,914
                                                              --------------      ---------------      -----------------
Total Increase (Decrease) in Net Assets                           5,350,318            1,028,398                285,299
Net Assets, at Beginning of Year                                  1,921,885              197,492                102,607
                                                              --------------      ---------------      -----------------
Net Assets, at End of Year                                       $7,272,203           $1,225,890               $387,906
                                                              ==============      ===============      =================
</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)                                    $21,466               $9,687                 $2,521
    Realized Gain (Loss) on Investment Activity                      55,366                1,460                    322
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                90,042               (3,697)                 2,132
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                 166,874                7,450                  4,975
                                                              --------------      ---------------      -----------------

Capital Transactions:
    Contract Deposits                                               492,521              281,913                 29,955
    Cost Of Insurance Charge                                       (148,843)             (34,464)                (6,686)
    Policy Loans                                                    (24,473)              (4,098)                     0
    Transfers Between Funds                                           3,595                  951                     96
    Contract Withdrawals                                            (19,994)              (3,073)                   (16)
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                       302,806              241,229                 23,349
                                                              --------------      ---------------      -----------------
Total Increase (Decrease) in Net Assets                             469,680              248,679                 28,324
Net Assets, at Beginning of Year                                    694,395              119,661                 51,172
                                                              --------------      ---------------      -----------------
Net Assets, at End of Year                                       $1,164,075             $368,340                $79,496
                                                              ==============      ===============      =================
</TABLE>
<PAGE>

<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)                                     $3,283              $26,687                   $511
    Realized Gain (Loss) on Investment Activity                      11,481               41,444                    (71)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                11,697               41,726                     83
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                  26,461              109,857                    523
                                                              --------------      ---------------      -----------------

Capital Transactions:
    Contract Deposits                                               226,949              778,061                 11,713
    Cost Of Insurance Charge                                        (23,779)             (90,065)                (4,235)
    Policy Loans                                                          0               (1,032)                     0
    Transfers Between Funds                                           1,695                2,970                     25
    Contract Withdrawals                                             (2,049)              (7,423)                  (171)
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                       202,816              682,511                  7,332
                                                              --------------      ---------------      -----------------
Total Increase (Decrease) in Net Assets                             229,277              792,368                  7,855
Net Assets, at Beginning of Year                                     57,904              152,067                  2,911
                                                              --------------      ---------------      -----------------
Net Assets, at End of Year                                         $287,181             $944,435                $10,766
                                                              ==============      ===============      =================
</TABLE>
<TABLE>
<CAPTION>
                                                                                     Alliance
                                                                 Dreyfus              Growth               Alliance
                                                                  Small                 &                Conservative
                                                                 Company              Income                Growth
                                                                  Stock             Portfolio             Portfolio
                                                              --------------      ---------------      -----------------
<S>                                                    <C>                  <C>                  <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                     $2,102              $22,999                   $167
    Realized Gain (Loss) on Investment Activity                        (107)              18,395                    600
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                (5,712)              68,190                    586
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                  (3,717)             109,584                  1,353
                                                              --------------      ---------------      -----------------

Capital Transactions:
    Contract Deposits                                               135,191              571,454                 15,627
    Cost Of Insurance Charge                                         (2,314)             (74,918)                (2,705)
    Policy Loans                                                          0               (5,180)                     0
    Transfers Between Funds                                          (1,779)               2,565                     20
    Contract Withdrawals                                                  0               (5,967)                  (239)
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                       131,098              487,954                 12,703
                                                              --------------      ---------------      -----------------
Total Increase (Decrease) in Net Assets                             127,381              597,538                 14,056
Net Assets, at Beginning of Year                                          0              166,797                 10,016
                                                              --------------      ---------------      -----------------
Net Assets, at End of Year                                         $127,381             $764,335                $24,072
                                                              ==============      ===============      =================
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                                     Alliance
                                                                Alliance              Growth               Alliance
                                                                 Growth             Investors             Technology
                                                                Portfolio           Portfolio             Portfolio
                                                              --------------      ---------------      -----------------
<S>                                                    <C>                  <C>                  <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                    $21,469               $1,477                ($1,115)
    Realized Gain (Loss) on Investment Activity                      37,620                3,687                 16,995
    Change in Unrealized Appreciation
        (Depreciation) of Investments                               138,629                5,513                (15,270)
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                 197,718               10,677                    610
                                                              --------------      ---------------      -----------------

Capital Transactions:
    Contract Deposits                                               814,495               61,194                270,239
    Cost Of Insurance Charge                                       (117,612)             (11,672)               (19,431)
    Policy Loans                                                     (6,689)                   0                   (101)
    Transfers Between Funds                                           1,673                3,415                  4,396
    Contract Withdrawals                                            (19,879)              (2,220)                (8,527)
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                       671,988               50,717                246,576
                                                              --------------      ---------------      -----------------
Total Increase (Decrease) in Net Assets                             869,706               61,394                247,186
Net Assets, at Beginning of Year                                    253,342               56,064                  7,875
                                                              --------------      ---------------      -----------------
Net Assets, at End of Year                                       $1,123,048             $117,458               $255,061
                                                              ==============      ===============      =================
</TABLE>
<TABLE>
<CAPTION>
                                                                                      VanEck
                                                                                    Worldwide               VanEck
                                                                Alliance               Hard               Worldwide
                                                                 Quasar               Assets               Balanced
                                                                Portfolio           Portfolio             Portfolio
                                                              --------------      ---------------      -----------------
<S>                                                    <C>                  <C>                  <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                    ($1,464)                $319                   $343
    Realized Gain (Loss) on Investment Activity                       9,057                  165                    856
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                11,871               (1,231)                 3,097
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                  19,464                 (747)                 4,296
                                                              --------------      ---------------      -----------------

Capital Transactions:
    Contract Deposits                                               232,934               24,911                 60,650
    Cost Of Insurance Charge                                        (17,506)              (4,740)               (10,075)
    Policy Loans                                                       (387)                   0                      0
    Transfers Between Funds                                           3,524                  104                    186
    Contract Withdrawals                                             (1,093)                 (20)                  (712)
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                       217,472               20,255                 50,049
                                                              --------------      ---------------      -----------------
Total Increase (Decrease) in Net Assets                             236,936               19,508                 54,345
Net Assets, at Beginning of Year                                      4,740               10,712                 33,970
                                                              --------------      ---------------      -----------------
Net Assets, at End of Year                                         $241,676              $30,220                $88,315
                                                              ==============      ===============      =================
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                  WP&G                 WP&G                  WP&G
                                                                Tomorrow             Tomorrow              Tomorrow
                                                                  Short               Medium                 Long
                                                                  Term                 Term                  Term
                                                                Portfolio           Portfolio             Portfolio
                                                              --------------      ---------------      -----------------
<S>                                                    <C>                  <C>                  <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                       $243                 $331                 $2,058
    Realized Gain (Loss) on Investment Activity                          32                    2                    303
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                   (16)                (254)                  (304)
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                     259                   79                  2,057
                                                              --------------      ---------------      -----------------

Capital Transactions:
    Contract Deposits                                                 2,793                4,178                 27,159
    Cost Of Insurance Charge                                           (536)                (124)                (3,562)
    Policy Loans                                                          0                    0                      0
    Transfers Between Funds                                               2                    7                     76
    Contract Withdrawals                                                  0                    0                      0
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                         2,259                4,061                 23,673
                                                              --------------      ---------------      -----------------
Total Increase (Decrease) in Net Assets                               2,518                4,140                 25,730
Net Assets, at Beginning of Year                                          0                    0                    160
                                                              --------------      ---------------      -----------------
Net Assets, at End of Year                                           $2,518               $4,140                $25,890
                                                              ==============      ===============      =================
</TABLE>
                        See Notes to Financial Statements
<PAGE>

                                                                 1996
<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)                                    $19,784               $5,949                   ($86)
    Realized Gain (Loss) on Investment Activity                      11,950                    0                    316
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                82,087                    0                  6,323
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                 113,821                5,949                  6,553
                                                              --------------      ---------------      -----------------

Capital Transactions:
    Contract Deposits                                             1,958,603              217,631                102,840
    Cost Of Insurance Charge                                       (230,327)             (47,650)                (9,663)
    Policy Loans                                                          0                    0                      0
    Transfers Between Funds                                               0                    0                      0
    Contract Withdrawals                                            (31,077)              (5,236)                  (110)
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                     1,697,199              164,745                 93,067
                                                              --------------      ---------------      -----------------
Total Increase (Decrease) in Net Assets                           1,811,020              170,694                 99,620
Net Assets, at Beginning of Year                                    110,865               26,798                  2,987
                                                              --------------      ---------------      -----------------
Net Assets, at End of Year                                       $1,921,885             $197,492               $102,607
                                                              ==============      ===============      =================
</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)                                      ($393)               ($308)                  ($93)
    Realized Gain (Loss) on Investment Activity                       1,315                  936                     39
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                22,682                5,923                  1,154
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                  23,604                6,551                  1,100
                                                              --------------      ---------------      -----------------

Capital Transactions:
    Contract Deposits                                               725,685              118,360                 52,569
    Cost Of Insurance Charge                                        (66,331)             (10,379)                (3,096)
    Policy Loans                                                          0                    0                      0
    Transfers Between Funds                                               0                    0                      0
    Contract Withdrawals                                            (14,713)                (107)                   (15)
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                       644,641              107,874                 49,458
                                                              --------------      ---------------      -----------------
Total Increase (Decrease) in Net Assets                             668,245              114,425                 50,558
Net Assets, at Beginning of Year                                     26,150                5,236                    614
                                                              --------------      ---------------      -----------------
Net Assets, at End of Year                                         $694,395             $119,661                $51,172
                                                              ==============      ===============      =================
</TABLE>
<PAGE>

<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)                                       ($12)              $2,994                    $72
    Realized Gain (Loss) on Investment Activity                         111                2,229                    (14)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                 1,903                7,602                     (7)
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                   2,002               12,825                     51
                                                              --------------      ---------------      -----------------

Capital Transactions:
    Contract Deposits                                                60,255              151,297                  4,192
    Cost Of Insurance Charge                                         (5,660)             (15,661)                (1,635)
    Policy Loans                                                          0                    0                      0
    Transfers Between Funds                                               0                    0                      0
    Contract Withdrawals                                                (15)                 (50)                   (15)
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                        54,580              135,586                  2,542
                                                              --------------      ---------------      -----------------
Total Increase (Decrease) in Net Assets                              56,582              148,411                  2,593
Net Assets, at Beginning of Year                                      1,322                3,656                    318
                                                              --------------      ---------------      -----------------
Net Assets, at End of Year                                          $57,904             $152,067                 $2,911
                                                              ==============      ===============      =================
</TABLE>
<TABLE>
<CAPTION>
                                                                 Dreyfus             Alliance
                                                                  Small               Growth               Alliance
                                                                 Company                &                Conservative
                                                                  Stock               Income              Investors
                                                                Portfolio           Portfolio             Portfolio
                                                              --------------      ---------------      -----------------
<S>                                                    <C>                  <C>                  <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                         $0              $11,700                    $12
    Realized Gain (Loss) on Investment Activity                           0                 (800)                     9
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                     0                7,238                    442
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting                               0
    From Operations                                                       0               18,138                    463
                                                              --------------      ---------------      -----------------

Capital Transactions:
    Contract Deposits                                                     0              154,585                 10,554
    Cost Of Insurance Charge                                              0              (18,387)                (1,411)
    Policy Loans                                                          0                    0                      0
    Transfers Between Funds                                               0                    0                      0
    Contract Withdrawals                                                  0               (3,803)                   (64)
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                             0              132,395                  9,079
                                                              --------------      ---------------      -----------------
Total Increase (Decrease) in Net Assets                                   0              150,533                  9,542
Net Assets, at Beginning of Year                                          0               16,264                    474
                                                              --------------      ---------------      -----------------
Net Assets, at End of Year                                               $0             $166,797                $10,016
                                                              ==============      ===============      =================
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                                     Alliance
                                                                Alliance              Growth               Alliance
                                                                 Growth             Investors             Technology
                                                                Portfolio           Portfolio             Portfolio
                                                              --------------      ---------------      -----------------
<S>                                                    <C>                  <C>                  <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                       $251                ($170)                   ($6)
    Realized Gain (Loss) on Investment Activity                       7,049                  492                      0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                23,960                2,647                   (192)
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                  31,260                2,969                   (198)
                                                              --------------      ---------------      -----------------

Capital Transactions:
    Contract Deposits                                               240,796               61,331                  8,268
    Cost Of Insurance Charge                                        (36,923)              (8,832)                  (195)
    Policy Loans                                                          0                    0                      0
    Transfers Between Funds                                               0                    0                      0
    Contract Withdrawals                                             (5,885)                (979)                     0
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                       197,988               51,520                  8,073
                                                              --------------      ---------------      -----------------
Total Increase (Decrease) in Net Assets                             229,248               54,489                  7,875
Net Assets, at Beginning of Year                                     24,094                1,575                      0
                                                              --------------      ---------------      -----------------
Net Assets, at End of Year                                         $253,342              $56,064                 $7,875
                                                              ==============      ===============      =================
</TABLE>
<TABLE>
<CAPTION>
                                                                                      VanEck
                                                                                    Worldwide               VanEck
                                                                Alliance               Hard               Worldwide
                                                                 Quasar               Assets               Balanced
                                                                Portfolio           Portfolio             Portfolio
                                                              --------------      ---------------      -----------------
<S>                                                    <C>                  <C>                  <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                        ($4)                ($19)                 ($104)
    Realized Gain (Loss) on Investment Activity                           0                   44                    224
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                    86                  494                  1,832
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                      82                  519                  1,952
                                                              --------------      ---------------      -----------------

Capital Transactions:
    Contract Deposits                                                 4,913               11,121                 34,041
    Cost Of Insurance Charge                                           (255)              (1,173)                (3,070)
    Policy Loans                                                          0                    0                      0
    Transfers Between Funds                                               0                    0                      0
    Contract Withdrawals                                                  0                  (20)                   (65)
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                         4,658                9,928                 30,906
                                                              --------------      ---------------      -----------------
Total Increase (Decrease) in Net Assets                               4,740               10,447                 32,858
Net Assets, at Beginning of Year                                          0                  265                  1,112
                                                              --------------      ---------------      -----------------
Net Assets, at End of Year                                           $4,740              $10,712                $33,970
                                                              ==============      ===============      =================
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                  WP&G                 WP&G                  WP&G
                                                                Tomorrow             Tomorrow              Tomorrow
                                                                  Short               Medium                 Long
                                                                  Term                 Term                  Term
                                                                Portfolio           Portfolio             Portfolio
                                                              --------------      ---------------      -----------------
<S>                                                    <C>                  <C>                  <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                         $0                   $0                     $1
    Realized Gain (Loss) on Investment Activity                           0                    0                      0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                                     0                    0                      0
                                                              --------------      ---------------      -----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                                       0                    0                      1
                                                              --------------      ---------------      -----------------

Capital Transactions:
    Contract Deposits                                                     0                    0                    165
    Cost Of Insurance Charge                                              0                    0                     (6)
    Policy Loans                                                          0                    0                      0
    Transfers Between Funds                                               0                    0                      0
    Contract Withdrawals                                                  0                    0                      0
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                             0                    0                    159
                                                              --------------      ---------------      -----------------
Total Increase (Decrease) in Net Assets                                   0                    0                    160
Net Assets, at Beginning of Year                                          0                    0                      0
                                                              --------------      ---------------      -----------------
Net Assets, at End of Year                                               $0                   $0                   $160
                                                              ==============      ===============      =================
</TABLE>
                        See Notes to Financial Statements
<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 established
under the  provisions of Delaware  Insurance Law by AIG Life  Insurance  Company
(the "Company"), a wholly-owned 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"),  AIM Variable Insurance Fund ("AIM Fund") , Dreyfus Variable
Investment Fund ("Dreyfus  Fund"),  Van Eck Investment  Trust ("Van Eck Trust"),
Fidelity  Investments  Variable  Insurance  Products  Fund  ("Fidelity  Trust"),
Fidelity  Variable  Insurance  Products Fund II ("Fidelity Trust II") 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 Income Portfolio
         Growth Portfolio                            Growth Portfolio
         Growth Investors Portfolio                  Overseas Portfolio
         Quasar Portfolio
         Technology Portfolio
         Global Bond Portfolio
         Premier Growth Portfolio

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

AIM Fund:                                   Weiss, Peck & Greer Tomorrow Funds:
         International Equity Portfolio     Tomorrow Long Term Portfolio
         Capital Appreciation Portfolio     Tomorrow Medium Term Portfolio
                          Tomorrow Short Term Portfolio

Van Eck Trust:
    Worldwide Hard Asset Portfolio (formerly Gold & Natural Resources Portfolio)
Worldwide Balanced Portfolio
    Worldwide Emerging Markets Portfolio

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.

<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. <PAGE>

                              AIG LIFE INSURANCE COMPANY
                                      (AIG LIFE)
                                 VARIABLE ACCOUNT II

                      NOTES TO FINANCIAL STATEMENTS (continued)
<TABLE>
<CAPTION>
4. Purchases of Investments

For the year ended  December  31, 1997,  investment  activity in the Fund was as
follows:
                                                      Cost of              Proceeds
                                                     Purchases            From Sales
<S>                                                <C>                   <C>
Shares of
Fidelity Trust Funds:
        Money Market Portfolio                         $ 2,898,075         $ 1,866,353
        Asset Manager Portfolio                            386,303             128,841
        Growth Portfolio                                 1,207,119             882,821
        Overseas Portfolio                                 339,597              88,568
        Investment Grade Bond Portfolio                     36,324              10,571
        High Income Portfolio                              338,288             132,191
Dreyfus:
        Stock Index Portfolio                            1,010,647             301,445
        Zero Coupon 2000 Portfolio                          17,381               9,537
        Small Company Stock Portfolio                      134,522               1,321
Alliance Funds:
        Growth & Income Portfolio                          674,003             163,065
        Conservative Investors Portfolio                    18,544               5,676
        Growth Portfolio                                   974,204             280,744
        Growth Investors Portfolio                         111,960              63,096
        Technology Portfolio                               570,493             325,032
        Quasar Portfolio                                   469,753             253,745
Van Eck:
        Worldwide Hard Assets Portfolio                     28,081               7,507
        Worldwide Balanced Portfolio                        58,655               8,264
        Worldwide Emerging Markets Portfolio                     4                   4
Weiss, Peck, & Greer Tomorrow Funds:
        Tomorrow Short Term Portfolio                        2,909                 406
        Tomorrow Medium Term Portfolio                       4,465                  72
        Tomorrow Long Term Portfolio                        28,487               2,754


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:
        Worldwide Hard Assets Portfolio                     11,855               1,938
        Worldwide Balanced Portfolio                        35,032               4,226
Weiss, Peck, & Greer Tomorrow Funds:
        Tomorrow Long Term Portfolio                           163                   4
</TABLE>
<PAGE>

                                AIG LIFE INSURANCE COMPANY
                                        (AIG LIFE)
                                    VARIABLE ACCOUNT II

                         NOTES TO FINANCIAL STATEMENTS (continued)
<TABLE>
<CAPTION>
    5.  Net Increase (Decrease) in Accumulation Units

    For the year ended December 31, 1997,  transactions in accumulation units of
the account were as follows:
                                                                                      Fidelity
                                        Fidelity     Fidelity                         Investment
                                       Money        Asset       Fidelity   Fidelity     Grade
                                      Market         Manager     Growth    Overseas    Bond
                                        Portfolio   Portfolio  Portfolio   Portfolio  Portfolio
<S>                                   <C>           <C>        <C>        <C>         <C>
                 VARIABLE LIFE
    Units Purchased                   264,853.17    7,794.04   51,766.40   8,396.86   1,201.48
    Units Withdrawn                   (19,413.06)   (3,780.04) (13,689.70)(3,328.02)   (611.57)
    Units Transferred Between Funds  (154,347.26)   13,761.02  (17,404.14)13,883.93   1,514.42
    Units Transferred From (To) AIGL        -          -            -          -          -
                                      --------      ------     -------    -------     ------

    Net Increase (Decrease)            91,092.85    17,775.02  20,672.56  18,952.77   2,104.33
    Units, at Beginning of the Year    18,071.39    8,222.32   55,881.60  10,605.95   4,848.27
                                      --------      ------     -------    -------     ------

    Units, at End of the Year         109,164.24    25,997.34  76,554.16  29,558.72   6,952.60
                                      ========      ======     =======    =======     ======


    Unit Value at December 31, 1997 $      11.23  $    14.92 $     15.21$     12.46 $    11.43
                                        ========      ======     =======    =======     ======
</TABLE>
<TABLE>


                                                                Dreyfus     Dreyfus    Alliance
                                        Fidelity     Dreyfus      Zero      Small       Growth
                                         High         Stock      Coupon     Company       &
                                         Yield        Index       2000      Stock       Income
                                        Portfolio   Portfolio  Portfolio   Portfolio  Portfolio
<S>                                   <C>         <C>         <C>        <C>        <C>
    Units Purchased                     8,828.03    29,087.08   1,017.40   1,282.13   17,513.80
    Units Withdrawn                    (2,041.04)   (6,148.22)   (417.06)   (228.06)  (5,498.53)
    Units Transferred Between Funds     9,683.18    19,831.02      95.86  11,236.90   20,152.99
    Units Transferred From (To) AIGL      -           -           -          -           -
                                        --------      ------     -------    -------     ------

    Net Increase (Decrease)            16,470.17    42,769.88     696.20  12,290.97   32,168.26
    Units, at Beginning of the Year     5,063.06    11,517.35     280.09       -      12,421.06
                                        --------      ------     -------    -------     ------

    Units, at End of the Year          21,533.23    54,287.23     976.29  12,290.97   44,589.32
                                       ========      ======     =======    =======     ======


    Unit Value at December 31, 1997 $      13.34  $    17.40 $     11.03$     10.36 $    17.14
                                        ========      ======     =======    =======     ======
</TABLE>
<PAGE>

<TABLE>


                                       Alliance                Alliance
                                      Conservative   Alliance    Growth    Alliance   Alliance
                                        Investors     Growth   Investors  Technology   Quasar
                                        Portfolio   Portfolio  Portfolio   Portfolio  Portfolio
<S>                                     <C>         <C>         <C>       <C>          <C>
    Units Purchased                     1,267.70    27,141.56   3,466.72  13,094.82    9,134.23
    Units Withdrawn                      (254.29)   (9,332.18) (1,094.37) (2,456.36)  (1,675.94)
    Units Transferred Between Funds        62.06    27,545.73   1,305.72  12,189.72   12,257.70
    Units Transferred From (To) AIGL        -           -           -          -          -
                                        --------      ------     -------    -------     ------

    Net Increase (Decrease)             1,075.47    45,355.11   3,678.07  22,828.18   19,715.99
    Units, at Beginning of the Year       911.11    18,585.73   5,142.22     768.60      465.27
                                        --------      ------     -------    -------     ------

    Units, at End of the Year           1,986.58    63,940.84   8,820.29  23,596.78   20,181.26
                                        ========      ======     =======    =======     ======


    Unit Value at December 31, 1997 $      12.12  $    17.56 $     13.32$     10.81 $    11.98
                                        ========      ======     =======    =======     ======
</TABLE>
<TABLE>



                                         VanEck                   WP&G       WP&G       WP&G
                                        Worldwide     VanEck    Tomorrow   Tomorrow   Tomorrow
                                        Hard        Worldwide    Short      Medium    Long
                                        Assets       Balanced   Term       Term       Term
                                        Portfolio   Portfolio  Portfolio   Portfolio  Portfolio
<S>                                     <C>         <C>            <C>       <C>      <C>
    Units Purchased                     1,064.27    3,644.11       25.85     332.53   1,579.30
    Units Withdrawn                      (404.53)    (918.50)     (45.53)    (10.40)   (281.04)
    Units Transferred Between Funds     1,082.54    1,515.39      227.56      16.76     688.60
    Units Transferred From (To) AIGL        -           -           -          -          -
                                      --------      ------     -------    -------     ------

    Net Increase (Decrease)             1,742.28    4,241.00      207.88     338.89   1,986.86
    Units, at Beginning of the Year       918.38    3,083.14        -          -         15.26
                                        --------      ------     -------    -------     ------

    Units, at End of the Year           2,660.66    7,324.14      207.88     338.89   2,002.12
                                        ========      ======     =======    =======     ======


    Unit Value at December 31, 1997 $      11.36  $    12.06 $     12.11$     12.22 $    12.93
                                        ========      ======     =======    =======     ======

</TABLE>
<PAGE>





                        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, Contrafund, Growth, Overseas, Investment Grade Bond, High
Income;  the Dreyfus Stock Index,  Zero Coupon 2000,  Small Company  Stock;  the
Alliance Growth and Income,  Conservative  Investors,  Growth, Growth Investors,
Technology,  Quasar,  Global Bond,  Premier  Growth;  the Van Eck Worldwide Hard
Asset, Worldwide Balanced, Worldwide Emerging Markets; the Weiss, Peck and Greer
Tomorrow  Short-Term,  Tomorrow  Medium-Term,  Tomorrow  Long-Term;  and the AIM
International  Equity and Capital  Appreciation  Subaccounts  as of December 31,
1997,  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 ended.  These
financial  statements are the  responsibility  of the management of the 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, 1997 by correspondence with the
transfer agents. 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
Variable  Separate  Account II as of December 31,  1997,  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/Cooper & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.

2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 4, 1998






<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, 1997, 1996 AND 1995


<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, 1997 and 1996, and the related  statements of income,  stockholders'  equity
and cash flows for each of the three  years in the  period  ended  December  31,
1997.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  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, 1997 and 1996,  and the results of its  operations  and its cash
flows for each of the three years in the period  ended  December  31,  1997,  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 4, 1998




<PAGE>
<TABLE>


                           AIG LIFE INSURANCE COMPANY
                                 BALANCE SHEETS
                                 (in thousands)

                                                         December 31,   December 31,
                                                            1997           1996
                                                         -----------    -----------

Assets
- ------
<S>                                                      <C>          <C>
Investments and cash:
     Fixed maturities:
        Bonds available for sale, at market value        $2,984,255   $2,271,326
        (cost: 1997 - $2,826,088: 1996 - $2,190,580)
     Equity securities:
        Common stock
        (cost: 1997 - $1,381: 1996 - $3,548)                  2,775        5,578
         Non - redeemable preferred stock
        (cost: 1997 - $250 : 1996 - $0)                         250         --
Mortgage loans on real estate, net                          350,823      297,363
Real estate, net of accumulated
 depreciation of $4,740 in 1997 and $4,099 in 1996           15,940       16,169
Policy loans                                              1,496,837    1,873,961
Other invested assets                                        56,219       64,109
Short-term investments                                      667,912      100,036
Cash                                                          5,132        5,780
                                                         ----------   ----------

    Total investments and cash                            5,580,143    4,634,322


Amounts due from related parties                             11,446        3,193
Investment income due and accrued                            85,135      107,268
Premium and insurance balances receivable-net                46,937       36,357
Reinsurance assets                                           60,744      218,453
Deferred policy acquisition costs                           118,535       84,287
Separate and variable accounts                            1,204,643      644,980
Other assets                                                  4,855        5,092
                                                         ----------   ----------

                                    Total assets         $7,112,438   $5,733,952
                                                         ==========   ==========


                 See accompanying notes to financial statements.
</TABLE>

<PAGE>

<TABLE>

                           AIG LIFE INSURANCE COMPANY
                                 BALANCE SHEETS
                      (in thousands, except share amounts)

                                                         December 31,   December 31,
                                                            1997           1996

Liabilities
- -----------

<S>                                                      <C>          <C>
  Policyholders' funds on deposit                        $3,745,902   $3,810,095
  Future policy benefits                                    749,918      630,520
  Reserve for unearned premiums                              24,108       29,911
  Policy and contract claims                                199,069      191,338
  Reserve for commissions, expenses and taxes                16,103        2,860
  Insurance balances payable                                 47,372       42,137
  Amounts due to related parties                              3,945        5,921
  Federal income tax payable                                  1,684        2,959
  Deferred income taxes                                      37,498        5,713
  Separate and variable accounts                          1,204,643      644,980
  Minority interest                                           6,067        6,077
  Other liabilities                                         621,585       30,932
                                                         ----------   ----------


                                    Total liabilities     6,657,894    5,403,443
                                                         ----------   ----------
</TABLE>

<TABLE>

Stockholders' Equity
- --------------------
                                                        December 31,   December 31,
                                                            1997           1996

<S>                                                         <C>          <C>
  Common stock, $5 par value; 1,000,000 shares
       authorized; 976,703 shares issued and
       outstanding                                            4,884        4,884

  Additional paid-in capital                                153,283      123,283
  Unrealized appreciation of investments,
   net of future policy benefits and taxes
   of $61,644 in 1997 and $33,823 in 1996                   114,490       62,814
  Retained earnings                                         181,887      139,528
                                                         ----------   ----------

                           Total stockholders' equity       454,544      330,509
                                                         ----------   ----------


Total liabilities and stockholders' equity               $7,112,438   $5,733,952
                                                         ==========   ==========

</TABLE>

                 See accompanying notes to financial statements.
<PAGE>
<TABLE>

                           AIG LIFE INSURANCE COMPANY
                              STATEMENTS OF INCOME
                                 (in thousands)


                                                                            Years ended December 31,

                                                           1997                 1996                 1995
                                                       ------------          ------------         --------
<S>                                                    <C>                  <C>                  <C>
Revenues:
  Premiums                                             $ 437,650            $ 394,480            $ 364,502
  Net investment income                                  381,868              504,661              435,683
  Realized capital (losses) gains                         (3,025)                 (51)                (417)
                                                       ---------            ---------            ---------


                     Total revenues                      816,493              899,090              799,768
                                                       ---------            ---------            ---------


Benefits and expenses:
  Benefits to policyholders                              188,969              189,933              202,105
  Increase in future policy benefits
   and policyholders' funds on deposit                   397,481              495,529              392,592
  Acquisition and insurance expenses                     163,533              161,841              170,343
                                                       ---------            ---------            ---------

                    Total benefits and expenses         749,983               847,303              765,040
                                                       ---------            ---------            ---------


Income before income taxes                               66,510                51,787               34,728
                                                                            ---------            ---------

Income taxes (benefits):
   Current                                               20,059                25,087               18,709
   Deferred                                               3,964                (5,486)              (6,339)
                                                       ---------            ---------            ---------

      Total income taxes                                 24,023                19,601               12,370
                                                       ---------            ---------            ---------

Net income before minority interest                      42,487                32,186               22,358
Minority interest income (loss)                            (128)                  154                   11
                                                       ---------            ---------            ---------

Net income                                            $  42,359             $  32,340            $  22,369
                                                       =========            =========            =========


                 See accompanying notes to financial statements.
</TABLE>
<PAGE>

                           AIG LIFE INSURANCE COMPANY
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                                 (in thousands)

<TABLE>

                                                                         Years ended December 31,

                                                           1997                   1996                      1995
                                                       ------------           ------------             ---------
Common Stock
- ------------

<S>                                                    <C>                    <C>                      <C>
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
Capital contribution                                         30,000                   -                        -
                                                          ---------              ---------                ---------
Balance at end of year                                      153,283                123,283                  123,283
                                                          ---------              ---------                ---------



Unrealized appreciation (depreciation)
 of investments, net
 Balance at beginning of year                                62,814                 87,673                  (15,029)
 Change during year                                          79,497                (50,245)                 170,003
 Changes due to deferred income tax
    (expense) benefit and future policy benefits            (27,821)                25,386                  (67,301)
                                                         -----------            ----------               -----------

  Balance at end of year                                    114,490                 62,814                   87,673
                                                          ---------             ----------               ----------


Retained earnings
  Balance at beginning of year                              139,528                107,188                   84,819
  Net income                                                 42,359                 32,340                   22,369
                                                         ----------             ----------              -----------

  Balance at end of year                                    181,887                139,528                  107,188
                                                          ---------              ---------               ----------

               Total stockholders' equity                $  454,544             $  330,509              $   323,028
                                                          =========              =========               ==========


                 See accompanying notes to financial statements.
</TABLE>

<PAGE>
<TABLE>

                           AIG LIFE INSURANCE COMPANY
                            STATEMENTS OF CASH FLOWS
                                 (in thousands)


                                                                                 Years ended December 31,

                                                                            1997               1996              1995
                                                                         -----------        ----------          --------
<S>                                                                      <C>             <C>                <C>
Cash flows from operating activities:
 Net income                                                              $   42,359      $     32,340       $      22,369
                                                                          ---------       -----------        ------------

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                                               121,325            72,151             133,207
 Change in premiums and insurance balances
  receivable and payable -net                                                (5,346)           11,782              (4,695)
 Change in reinsurance assets                                               157,710           (10,627)               (201)
 Change in deferred policy acquisition costs                                (34,248)          (23,662)             (6,151)
 Change in investment income due and accrued                                 22,133           135,480            (126,299)
 Realized capital gains (losses)                                              3,025                51                 417
 Change in current and deferred income taxes -net                             2,689            (7,133)            (15,112)
 Change in reserves for commissions, expenses and taxes                      13,243           (21,274)             (9,857)
 Change in other assets and liabilities - net                                69,169            11,852              (7,466)
                                                                        -----------       -----------       -------------
         Total adjustments                                                  349,700           168,620             (36,157)
                                                                         ----------        ----------        ------------
 Net cash (used in) provided by operating activities                        392,059           200,960             (13,788)
                                                                         ----------        ----------        ------------

Cash flows from investing activities:
 Cost of fixed maturities at market, sold                                    23,816            40,098              36,678
 Cost of fixed maturities at market, matured or redeemed                    153,963           124,621              76,989
 Cost of equity securities sold                                               3,676             2,607                 405
 Realized capital gains                                                       1,975               (51)                582
 Purchase of fixed maturities                                              (804,262)         (524,245)           (590,864)
 Purchase of equity securities                                               (1,750)           (1,678)             (1,213)
 Mortgage loans granted                                                     (87,690)          (74,590)            (75,100)
 Repayments of mortgage loans                                                29,298            16,416              12,406
 Change in policy loans                                                     377,124         1,087,765          (1,589,502)
 Change in short-term investments                                          (567,876)          102,616            (115,532)
 Change in other invested assets                                              6,294            11,002              (4,296)
 Other - net                                                                 11,917               (38)             (6,042)
                                                                        -----------        -----------       -------------

  Net cash used in investing activities                                    (853,515)          784,523          (2,255,489)
                                                                         -----------       ----------          -----------

Cash flows from financing activities:
 Change in policyholders' funds on deposit                                  430,808          (980,835)          2,265,900
 Proceeds from capital contribution                                          30,000                 -                   -
                                                                        -----------       -----------   -----------------
   Net cash provided by financing activities                                460,808          (980,835)          2,265,900
                                                                         ----------        ----------          ----------

Change in cash                                                                 (648)            4,648              (3,377)
Cash at beginning of year                                                     5,780             1,132               4,509
                                                                       ------------      ------------       -------------
Cash at end of year                                                   $       5,132     $       5,780      $        1,132
                                                                       ============      ============       =============


                 See accompanying notes to financial statements.
</TABLE>
<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.  Interest income with respect to
        fixed  maturity  securities  is  accrued  currently.  Included  in fixed
        maturities  available for sale are collateralized  mortgage  obligations
        (CMOs).  Premiums  and  discounts  arising from the purchase of CMOs are
        treated  as  yield  adjustments  over the  estimated  life.  Common  and
        non-redeemable  preferred  stocks are carried at market value.  Dividend
        income is generally recognized when payable.  Short-term investments are
        carried at cost, which approximates market.

        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. Interest income on such loans is accrued currently.

<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).

        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.
<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) During  1996,  the  Company  changed  its  method  of  accounting  for a
        subsidiary to reflect the minority  interest.  The financial  statements
        for 1995 have been reclassified to conform to this presentation.

2.   Investment Information
     ----------------------

     (a)  Statutory Deposits: Securities with a carrying value of $2,454,000 and
          $2,460,000  were  deposited  by  the  Company  under  requirements  of
          regulatory authorities as of December 31, 1997 and 1996, respectively.

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

                            Years ended December 31,
                                 1997 1996 1995
<S>                                           <C>          <C>          <C>
Fixed maturities                              $200,097     $164,548     $138,341
Equity securities                                   58          219          225
Mortgage loans                                  28,714       22,797       19,399
Real estate .                                    2,254        2,125          997
Policy loans                                   148,555      314,020      268,454
Cash and short-term investments                  3,582        2,924        4,348
  Other invested assets                          2,380        2,549        6,129
                                              --------     --------     --------
          Total investment income              385,640      509,182      437,893

Investment expenses                              3,772        4,521        2,210
                                              --------     --------     --------

          Net investment income               $381,868     $504,661     $435,683
                                              ========     ========     ========
</TABLE>

<PAGE>


2.   Investment Information - (continued)
     ------------------------------------

     (c)Investment Gains and Losses: The net realized capital gains (losses) and
        change in unrealized  appreciation  (depreciation)  of  investments  for
        1997, 1996 and 1995 are summarized below (in thousands):
<TABLE>

                                                                               Years ended December 31,
                                                                      1997              1996              1995
<S>                                                                <C>              <C>               <C>
Net realized (losses) gains on investments:
    Fixed maturities                                               $    --           $     (79)        $    (166)
    Equity securities                                                  1,975                28               712
    Mortgage loans                                                    (5,000)             --              (1,000)
    Other invested assets                                               --                --                  37
                                                                   ---------         ---------         ---------
    Net realized gains                                             $  (3,025)        $     (51)        $    (417)
                                                                   =========         =========         =========

Change in unrealized appreciation (depreciation) of investments:
      Fixed maturities                                             $  77,422         $ (58,659)
                                                                                                       $ 168,561
    Equity securities                                                   (626)            1,517                69
      Other invested assets                                            2,701             6,897             1,373
                                                                   ---------         ---------         ---------
    Net change in unrealized appreciation
      (depreciation) of investments                                $  79,497         $ (50,245)        $ 170,003
                                                                   =========         =========         =========
</TABLE>

     Proceeds from the sale of investments in fixed maturities during 1997, 1996
     and 1995 were $23,816,000, $40,098,000, and $36,678,000, respectively.

     During 1997,  1996 and 1995,  gross gains of $0,  $176,000,  and  $109,000,
     respectively, and gross losses of $0, $255,000, and $275,000, respectively,
     were realized on dispositions of fixed maturity investments.

     During  1997,  1996 and  1995,  gross  gains of  $1,975,000,  $28,000,  and
     $712,000, respectively, were realized on disposition of equity securities.

     (d)  Market  Value of  Fixed  Maturities  and  Unrealized  Appreciation  of
          Investments: At December 31, 1997 and 1996, unrealized appreciation of
          investments in equity  securities  (before  applicable taxes) included
          gross gains of $1,530,000  and $2,265,000 and gross losses of $136,000
          and $235,000, respectively.

          The amortized cost and estimated market values of investments in fixed
          maturities   at  December  31,  1997  and  1996  are  as  follows  (in
          thousands):
<TABLE>

                                                    Gross         Gross
        1997                          Amortized   Unrealized     Unrealized   Market
                                         Cost      Gains          Losses      Value
<S>                                <C>           <C>         <C>          <C>
Fixed maturities:
  U.S. Government and government
      agencies and authorities     $   42,866    $  14,667   $     --     $   57,533
  States, municipalities and
      political subdivisions          371,477       21,481          252      392,706
  Foreign governments                  30,168        4,887         --         35,055
  All other corporate               2,381,577      125,382        7,998    2,498,961
                                    ----------   ----------   ----------   ---------

Total fixed maturities             $2,826,088   $  166,417   $    8,250   $2,984,255
                                   ==========   ==========   ==========   ==========
</TABLE>
<PAGE>

<TABLE>

2.   Investment Information - (continued)
     ------------------------------------

                                                    Gross         Gross
        1996                         Amortized   Unrealized     Unrealized   Market
                                         Cost      Gains          Losses      Value
<S>                                <C>           <C>         <C>          <C>
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
                                   ==========   ==========   ==========   ==========
</TABLE>

        The  amortized  cost and  estimated  market  value of fixed  maturities,
        available for sale at December 31, 1997, 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.
<TABLE>

                                                                        Estimated
                                                      Amortized           Market
                                                           Cost           Value


<S>                                                   <C>             <C>
Due in one year or less                               $  119,207      $  123,786
Due after one year through five years                    765,185         802,683
Due after five years through ten years                 1,047,622       1,102,764
Due after ten years                                      894,074         955,022
                                                      ----------      ----------

                                                      $2,826,088      $2,984,255
                                                      ==========      ==========
</TABLE>

    (e) CMOs: CMOs are U.S.  Government and Government  agency backed and triple
        A-rated   securities.   CMOs  are  included  in  other  corporate  fixed
        maturities.  At December 31, 1997 and 1996,  the market value of the CMO
        portfolio was $445,739,000 and $435,313,000, respectively; the estimated
        amortized cost was  approximately  $426,760,000 in 1997 and $419,276,000
        in 1996. The Company's CMO portfolio is readily  marketable.  There were
        no derivative  (high risk) CMO securities  contained in the portfolio at
        December 31, 1997.

    (f) Fixed Maturities Below Investment  Grade: At December 31, 1997 and 1996,
        the fixed  maturities  held by the  Company  that were below  investment
        grade had an aggregate  amortized cost of $242,573,000 and $136,502,000,
        respectively,   and  an  aggregate  market  value  of  $244,417,000  and
        $135,218,000, 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   company  exceeded  10%  of  the  Company's  total
          stockholders' equity at December 31, 1997 (in thousands):

          Other Invested Assets:
          Equity Linked Investors II, L.P.                            $   49,640

<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 1995  amortization  includes  $9,455,000,  respectively,  to  recognize
     excess loss experienced on credit insurance.
<TABLE>

                            Years ended December 31,
                                 1997 1996 1995
<S>                                       <C>           <C>           <C>
Balance at beginning of year              $  84,287     $  60,625     $  54,474
Acquisition costs deferred                   50,927        43,534        35,008
Amortization charged to income              (16,679)      (19,872)      (28,857)
                                          ---------     ---------     ---------
Balance at end of year                    $ 118,535     $  84,287     $  60,625
                                          =========     =========     =========
</TABLE>



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, 1997 and 1996 follows (in thousands):

<TABLE>

                                                          1997            1996
                                                       -----------      -------
<S>                                                   <C>             <C>
Future Policy Benefits:
Long duration contracts                               $  740,969      $  619,511
Short duration contracts                                   8,949          11,009
                                                      ----------      ----------
                                                      $  749,918      $  630,520
                                                      ==========      ==========

Policyholders' funds on deposit:
Annuities                                             $1,265,490      $1,082,217
Universal life                                           149,202         130,413
Guaranteed investment contracts (GICs)                   379,049         278,680
Corporate owned life insurance                         1,948,558       2,314,149
   Other investment contracts                              3,603           4,636
                                                      ----------      ----------
                                                      $3,745,902      $3,810,095
                                                      ==========      ==========
</TABLE>

    (b) Long duration contract  liabilities  included in future policy benefits,
        as presented in the table above,  result from traditional life products.
        Short duration  contract  liabilities are primarily  accident and health
        products.  The liability for future policy benefits has been established
        based upon the following assumptions:

      (i)  Interest rates (exclusive of  immediate/terminal  funding annuities),
           which vary by year of issuance and  products,  range from 3.0 percent
           to 10.0  percent  within  the  first  20  years.  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  surrender  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
           17.6 percent.
<PAGE>

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 7.5 percent. Credited interest
           rate  guarantees  are generally for a period of one year.  Withdrawal
           charges  generally  range from 3.0 percent to 10.0 percent grading to
           zero over a period of 5 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 3 to 20 years.

      (iii)Interest  rates  on  corporate-owned   life  insurance  business  are
        guaranteed at 4.0 percent and the weighted average rate credited in 1997
        was 7.7 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 11.0  percent of the fund  balance and grade to
        zero over a period not longer than 20 years.

5.  Income Taxes
     ------------

    (a) The Federal  income tax rate  applicable  to ordinary  income is 35% for
        1997,  1996 and 1995.  Actual  tax  expense  on income  from  operations
        differs  from the  "expected"  amount  computed by applying  the Federal
        income  tax  rate  because  of  the  following   (in  thousands   except
        percentages):
<TABLE>

                                                                               Years ended December 31,
                                                          1997                        1996                         1995
                                                       Percent                      Percent                      Percent
                                                         of                           of                            of
                                                       pre-tax                      pre-tax                      pre-tax
                                                     operating                     operating                    operating
                                                  Amount    Income             Amount    Income          Amount         Income
<S>                                             <C>               <C>       <C>             <C>        <C>               <C>
"Expected" income tax
     expense                                    $ 23,279          35.0%     $ 18,125        35.0%      $ 12,155          35.0%
Prior year federal
     income tax benefit                               (6)          --            (51)       (0.1)          (798)         (2.3)
  State income tax                                   673           1.0           850         1.6            894           2.6
Other                                                 77           0.1           677         1.3            119           0.3
                                                --------          ----        --------      ----         --------        ----
Actual income tax expense                       $ 24,023          36.1%     $ 19,601        37.8%      $ 12,370          35.6%
                                                ========          ====        ========      ====         ========        ====
</TABLE>

<PAGE>

5.   Income Taxes - (continued)
     --------------------------

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

                                                           Years ended December 31,
                                                              1997         1996
<S>                                                        <C>          <C>
Deferred tax assets:
    Adjustment to life reserves                            $ 51,992     $ 41,522
    Adjustments to mortgage loans and
          investment income due and accrued                   4,250        2,531
    Adjustment to policy and contract claims                  8,816       10,687
    Other                                                     4,292        2,585
                                                           --------     --------
                                                             69,350       57,325
                                                           --------     --------

Deferred tax liabilities:
    Deferred policy acquisition costs                      $ 37,559     $ 23,047
    Unrealized appreciation on investments                   61,644       33,823
    Bond discount                                             4,843        4,085
    Other                                                     2,802        2,083
                                                           --------     --------
                                                            106,848       63,038
                                                           --------     --------

    Net deferred tax liability                             $ 37,498     $  5,713
                                                           ========     ========
</TABLE>

     (c)  At December 31, 1997,  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 1997,  1996,  and 1995  amounted to  $20,311,000,
          $25,412,000, and $26,030,000, 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.

        During 1997,  the Company  entered  into a  partnership  agreement  with
        Private Equity Investors III, L.P. The agreement requires the Company to
        make capital contributions totaling $50,000,000.  The total contribution
        for 1997 was $2,900,000.

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.
<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):

<TABLE>
1997                                                      Fair           Carrying
                                                         Value            Amount
<S>                                                  <C>              <C>
Cash and short-term investments                      $  673,044       $  673,044
Fixed maturities                                      2,984,255        2,984,255
Equity securities                                         3,025            3,025
Mortgage and policy loans                             1,868,449        1,847,660
  Interest rate cap                                        --                 19

Policyholders' funds on deposit                      $3,777,435       $3,745,902

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

</TABLE>
<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 $47,100,000  during 1997,  however,  no
        dividends were paid during the year.

    (b) The Company's  stockholders'  equity as  determined  in accordance  with
        statutory accounting practices was $285,350,000 at December 31, 1997 and
        $221,567,000  at December 31,  1996.  Statutory  net income  amounted to
        $35,350,000,  $47,074,000  and  $39,712,000  for  1997,  1996 and  1995,
        respectively.

    (c)  During 1997, the Company  received a $30,000,000  surplus  contribution
         from American International Group, the parent.

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.   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,
        1997, 1996 and 1995 were approximately $373,000, $400,000, and $304,000,
        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, 1997 by $65,924,000.

        The Parent  has  adopted a  Supplemental  Executive  Retirement  Program
        (Supplemental  Plan)  to  provide  additional   retirement  benefits  to
        designated  executives and key employees.  Under the Supplemental  Plan,
        the  annual  benefit,   not  to  exceed  60  percent  of  average  final
        compensation,  accrues at a percentage of average  final pay  multiplied
        for each year of  credited  service  reduced  by any  benefits  from the
        current and any predecessor  retirement plans, Social Security,  if any,
        and from any qualified pension plan of prior employers. The Supplemental
        Plan also provides a benefit equal to the reduction in benefits  payable
        under the AIG  retirement  plan as a result of  Federal  limitations  on
        benefits payable  thereunder.  Currently,  the Supplemental  Plan is not
        funded.

    (b) The Parent also sponsors a voluntary savings plan for domestic employees
        (a 401(k) plan),  which,  during the two years ended  December 31, 1997,
        provided for salary  reduction  contributions  by employees and matching
        contributions  by  the  Parent  of  up to 6  percent  of  annual  salary
        depending on the employees' years of service.

    (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.
<PAGE>

9.   Employee Benefits - (continued)
     -------------------------------

    (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.

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, 1997, the
        future minimum lease payments under operating leases were as follows (in
        thousands):

               Year                                   Payment

               1998                                $  3,739
               1999                                   3,196
               2000                                   2,265
               2001                                   2,107
               2002                                   1,979
               Remaining years after 2002             2,943
                                                     ------

               Total                               $ 16,229

     Rent expense approximated  $3,881,000,  $4,263,000,  and $3,764,000 for the
     years ended December 31, 1997, 1996 and 1995, 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.
<PAGE>


11.  Reinsurance - (continued)
     -------------------------

        The Company also reinsures  portions of its life and accident and health
        insurance risks with  affiliated  companies (see Note 12). The effect of
        all reinsurance contracts,  including reinsurance assumed, is as follows
        (in thousands, except percentages):
<TABLE>

                                                                                 Percentage
                                                                                 of Amount
    December 31, 1997                                                             Assumed
                              Gross         Ceded        Assumed        Net       to Net

<S>                       <C>           <C>           <C>           <C>              <C>
Life Insurance in Force   $52,183,971   $18,779,228   $   935,975   $34,340,718      2.7%
                          ===========   ===========   ===========   ===========

  Premiums:
    Life                      200,926        67,350         2,389       135,965      1.8%
    Accident and Health       118,663        59,550       115,573       174,686     66.2%
    Annuity                   126,999          --            --         126,999       --
                              -------   -----------   -----------       -------

  Total Premiums          $   446,588   $   126,900   $   117,962   $   437,650     27.0%
                              =======   ===========   ===========   ===========


                                                                                 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%
                          ===========   ===========   ===========   ==========

                                                                                 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%
                          ===========   ===========   ==========    ===========

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

<PAGE>


11.  Reinsurance - (continued)
     -------------------------

     (c)  Reinsurance  recoveries,  which  reduced  death  and  other  benefits,
          approximated $100,029,000, $54,456,000, and $51,264,000, respectively,
          for each of the years ended December 31, 1997, 1996 and 1995.

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

12.  Transactions with Related Parties
     ---------------------------------

     (a)  The  Company  is  party to  several  reinsurance  agreements  with its
          affiliates  covering  certain life and  accident and health  insurance
          risks.  Premium  income  and  commission  ceded for 1997  amounted  to
          $1,251,000  and $1,000,  respectively.  Premium  income and commission
          ceded for 1996 amounted to $1,345,000  and $0,  respectively.  Premium
          income and commission  ceded to affiliates  amounted to $1,269,000 and
          $1,000 for the year ended December 31, 1995. Premium income and ceding
          commission expense assumed from affiliates aggregated $110,529,000 and
          $24,853,000,  respectively,  for 1997,  compared to  $103,885,000  and
          $27,609,000,  respectively, for 1996, and $90,688,000 and $23,422,000,
          respectively for 1995.

     (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,  1997,  1996 and 1995,  the Company was
          charged $37,846,000,  $28,277,000 and $23,193,000,  respectively,  for
          expenses attributed to the Company but incurred by affiliates.  During
          the same period, the Company received  reimbursements  from affiliates
          aggregating  $18,134,000,  $17,598,000 and $14,496,000,  respectively,
          for costs incurred by the Company but attributable to affiliates.

     (c)  During 1997, a reinsurance agreement covering certain annuity policies
          was terminated.  Upon cancellation,  assets totaling $164,895,000 were
          transferred  from  Delaware  American  Life  Insurance  Company to the
          Company.

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

                                 APPENDIX A


                              Minimum Premiums
    The following  table shows for Insureds of varying ages, the current minimum
initial Premium for a Policy with the Face Amount indicated.  This table assumes
that the insured  will be placed in a nonsmoker  class and that no  supplemental
benefits will be added to the base policy.

<TABLE>
<CAPTION>


                                        Minimum  Planned Periodic Premium
                                             By Premium Payment Mode
Issue             Policy      Minimum
Age of    Sex of   Face       Initial
- - --------------------------------------------------------------------------------------
Insured   Insured  Amount     Premium    Annual   Semiannual Quarterly   Monthly
<S>     <C>         <C>       <C>        <C>      <C>       <C>          <C>

  25      Male     $75,000    $102.08    $612.50   $306.25    $153.13    $51.04
  30      Female   $100,000   $107.33    $644.00   $322.00    $161.00    $53.67
  35      Male     $250,000   $175.42    $1,052.50 $526.25    $263.13    $87.71
  40      Female   $300,000   $227.83    $1,367.00 $683.50    $341.75   $113.92
  45      Male     $500,000   $476.67    $2,860.00 $1,430.00  $715.00   $238.33
  50      Female   $350,000   $427.50    $2,565.00 $1,282.50  $641.25   $213.75
  55      Male     $300,000   $686.33    $4,118.00 $2,059.00  $1,029.50 $343.17
  60      Female   $250,000   $620.83    $3,725.00 $1,862.50  $931.25   $310.42
  65      Male     $200,000   $1,185.67  $7,114.00 $3,557.00  $1,778.50 $592.83
  70      Female   $100,000   $670.50    $4,023.00 $2,011.50  $1,005.75 $335.25
  75      Male     $75,000    $1,210.71  $7,264.25 $3,632.13  $1,816.06 $605.35

</TABLE>


                                      B-1
<PAGE>



                             APPENDIX B


Surrender Charge Premium

The  surrender  charge  premium is an amount used to determine  the sales charge
deducted on surrender of the policy.  The surrender charge premium is calculated
for each Policy based on the issue age,  sex,  and smoker  status of the Insured
and the Face Amount of the Policy.

The  following  table shows for Insureds of varying ages,  the surrender  charge
premium for a policy with the Face Amount indicated. This table assumes that the
Insured will be placed in a nonsmoker class.

<TABLE>
<CAPTION>

   Issue               Policy   Surrender
   Age of   Sex of     Face     Charge
   Insured Insured     Amount   Premium
   <S>     <C>         <C>      <C>

     25      Male      $75,000    $483.75
     30      Female   $100,000    $690.00
     35      Male     $250,000    $2,562.50
     40      Female   $300,000    $3,327.00
     45      Male     $500,000    $8,530.00
     50      Female   $350,000    $6,373.50
     55      Male     $300,000    $8,880.00
     60      Female   $250,000    $7,800.00
     65      Male     $200,000    $10,762.00
     70      Female   $100,000    $5,781.00
     75      Male      $75,000    $7,689.75


</TABLE>



<PAGE>

                             SIGNATURES



   As required by the (Securities Act of 1933 and) the Investment Company Act of
1940, the Registrant (certifies that it meeds the requirements of Securities Act
Rule 485(b) for  effectiveness  of this  Registration  Statement and) has caused
this  Registration  Statement  to be  signed  on  its  behalf,  in the  City  of
Wilington, and State of Delaware on this 28th day of April, 1998.




        VARIABLE ACCOUNT II
       ------------------------
          (Registrant)

       By: AIG LIFE INSURANCE COMPANY
       -------------------------------------------------------------
                               (Sponsor)


       By:  /s/Kenneth D. Walma
       ------------------------
       Kenneth D. Walma, Assistant Secretary and Associate General Counsel


ATTEST:  /s/Robert Liguori
            Robert Liguori Vice President & General Counsel

<PAGE>


 Pursuant to the  requirements of the Securities Act of 1933, this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.
   Signature                         Title                  Date


  Nicholas A. O'Kulich               Director          April 28, 1998
  ----------------------------
  Nicholas A. O'Kulich

  Maurice R. Greenberg*              Director          April 28, 1998
  ----------------------------
  Maurice R.Greenberg

  Edwin A. G. Manton*                Director          April 28, 1998
  -------------------------
  Edwin A. G. Manton

  Edward E. Matthews*                Director          April 28, 1998
  ------------------------
  Edward E. Matthews

  Jerome T. Muldowney*               Director          April 28, 1998
  ------------------------
  Jerome T. Muldowney

  Win J. Neuger*                     Director          April 28, 1998
  -----------------------
  Win J. Neuger

  John R. Skar*                      Director          April 28, 1998
  ----------------------
  John R. Skar

  Howard I. Smith*                   Director          April 28, 1998
  ----------------------
  Howard I. Smith


  ----------------------
  Edmund Sze-Wing Tse                Director

  Ernest E. Stempel*                 Director          April 28, 1998
  ----------------------
  Ernest E. Stempel

  Gerald W. Wyndorf*                 Director          April 28, 1998
  ----------------------
  Gerald W. Wyndorf

  Robert J. O'Connell*               Director          April 28, 1998
  -----------------------
  Robert J. O'Connell

  Howard E. Gunton, Jr.              Chief             April 28, 1998
  -------------------                Accounting 
  Howard E. Gunton, Jr.              Officer



                                     By:   /s/ Kenneth  D.  Walma
                                     ----------------------------
                                     Kenneth D. Walma,
                                     Attorney in Fact
<PAGE>



                            INDEX TO EXHIBITS

EXHIBIT                                         PAGE
    

     B.      Opinion of Counsel

     C.      Opinion and Consent of Actuary

     D.      Consent of Independent Certified
             Public Accountants

     E.      Consent of Jorden Burt Boros Cicchetti Berenson & Johnson LLP





<PAGE>


                                EXHIBIT B

                     OPINION AND CONSENT OF COUNSEL
Gentlemen:

     I have made such  examination  of the law and have  examined  such  Company
records and documents as in my judgment are necessary or  appropriate  to enable
me to render the opinion:

     1.   AIG  Life  Insurance  Company  is a  valid  and  existing  stock  life
          insurance company domiciled in the State of Delaware.

     2.   Variable  Account  II His a  separate  investment  account of AIG Life
          Insurance Company validly existing pursuant to the Delaware  Insurance
          Laws and the Regulations thereunder.

     3.   All of the  prescribed  corporate  procedures  for the issuance of the
          Individual  and Group Single and Flexible  Premium  Deferred  Variable
          Annuity Contracts (the "Contracts") have been followed, and, when such
          Contracts are issued in accordance with the Prospectuses  contained in
          the Registration  Statement,  all state requirements  relating to such
          Contracts will have been complied with.

     4.   Upon the acceptance of premiums made by Contract  Owners pursuant to a
          Contract issued in accordance with the  Prospectuses  contained in the
          Registration  Statement and upon  compliance with applicable law, such
          Contract Owner will have a legally-issued,  fully paid,  nonassessable
          interest in such Contract.

This  opinion,  or a copy hereof,  may be used as an exhibit to or in connection
with  the  filing  with  the   Securities   and  Exchange   Commission   of  the
Post-Effective Amendment No. 2 to the Registration Statement on Form S-6 for the
Contracts to be issued by AIG Life Insurance  Company and its separate  account,
Variable Account II.

                             /s/ Kenneth D. Walma
                             ---------------------
                             Kenneth D. Walma
                             Assistant Secretary and
                             Associate General Counsel




Dated:  April 28, 1998





<PAGE>


                                EXHIBIT C

                     OPINION AND CONSENT OF ACTUARY




     On behalf of AIG Life Insurance  Company, I hereby consent to the inclusion
of the  section  entitled  "Illustration  of  Policy  Values",  and the Table of
Minimum  and  Maximum  Face  Amounts  in a  Registration  Statement  of Form S-6
registering  Variable  Life  Insurance  Policies.  The  illustrations  have been
prepared  in  accordance  with  standard  actuarial  principles  and reflect the
operation of the Policy by taking into account all charges  under the Policy and
in the underlying fund.



                              /s/ Michael J. Burns
                              --------------------------
                              Michael J. Burns, FSA, MAAA


Dated:  April 28, 1998





 <PAGE>

                                                                       Exhibit D



                       CONSENT OF INDEPENDENT ACCOUNTANTS


     We hereby consent to the following with respect of Post-effective Amendment
No. 2 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 4, 1998  relating to
          our audits of the financial statements of American  International Life
          Assurance Company.

     2.   The  inclusion in the  Prospectus  of Variable  Account II of American
          International  Group,  Inc.  of our  report  dated  February  4,  1998
          relating to our audit of the financial  statements of Variable Account
          B.

      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
April 28, 1998








<PAGE>


                JORDEN BURT BOROS CICCHETTI BERENSON &JOHNSON LLP
                                 SUITE 400 EAST
                       1025 THOMAS JEFFERSON STREET, N.W.
                           WASHINGTON, D.C. 2007-0805
                                 (202) 985-8100
                            TELECOPIER (202) 965-8104


April 28, 1998



AIG Life Insurance Company
One Alico Plaza
600 King Street
Wilmington, Delaware 19801


Gentlemen:

     We hereby  consent to the  reference  to our name under the caption  "Legal
Matters" in the Prospectus  Contained in Post  Effective  Amendment No. 2 to the
Registration  Statement  on Form  S-6  (File  No.  333-34199)  filed by AIG Life
     Insurance Company and Variable Account II with the Securities and Exchange
Commission  under the Securities  Act of 1933 and the Investment  Company Act of
1940.



Very Truly Yours,

/s/ Jorden Burt Boros Cicchetti Berenson & Johnson LLP
Jorden Burt Boros Cicchetti Berenson & Johnson



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