VARIABLE ACCOUNT II AIG LIFE INSURANCE CO
485BPOS, 1999-05-03
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        Filed with the Securities and Exchange Commission on May 3, 1999

                            Registration No. 33-90684

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form S-6

                        POST-EFFECTIVE AMENDMENT NO 6 TO
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

A.       Exact name of trust:       Variable Account II

B.       Name of depositor:         AIG Life Insurance Company

C.                Complete address of depositor's principal executive offices:
                  One Alico Plaza, 600 King Street, Wilmington, DE 19801

D.                Name and address of agent for service:
                  Kenneth D. Walma, Assistant Secretary and General Counsel
                  One Alico Plaza
                  600 King Street
                  Wilmington, DE  19801

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

     It is proposed that this filing will become effective:

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

     X     on   May 3, 1999  pursuant to paragraph (b) of Rule 485
     -----    --------------

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

      _____on __________ pursuant to paragraph (a)(1) of Rule 485

     If appropriate, check the following box:

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

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

F.   Proposed maximum  aggregate  offering price to the public of the securities
     being registered: 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        About Us and the Accounts, The Separate Account
2        About Us and the Accounts
3        Not Applicable
4        Distribution of the Policy
5        The Separate Account
6(a)     Not Applicable
6(b)     Not Applicable
9        Legal Proceedings
10       Purchasing a  Policy
11       The Separate Account, The Investment Options
12       The Separate Account, The Investment Options
13       Expenses of the Policy
14       Purchasing a  Policy
15       The Separate Account
16       The Separate Account, The Investment Options
17       Purchasing a  Policy, Investing Your
18       Account Value
19       Purchasing a  Policy, Investing Your
20       Account Value
19       Not Applicable
20       Not Applicable
21       Cash Benefits During the Insured's Lifetime
22       Not Applicable
23       Not Applicable
24       Not Applicable
25       About Us and the Accounts
26       Not Applicable
27       About Us and the Accounts
28       About Us and the Accounts
29       About Us and the Accounts
30       About Us and the Accounts
31       Not Applicable
32       Not Applicable
33       Not Applicable
34       Distribution of the Policy
35       About Us and the Accounts
37       Not Applicable
38       Distribution of the Policy
39       Distribution of the Policy
40       Not Applicable
41(a)    Distribution of the Policy
42       Not Applicable
43       Not Applicable
44       Purchasing a  Policy
45       Not Applicable
46       Purchasing a  Policy
47       Not Applicable
48       Not Applicable
49       Not Applicable
50       Not Applicable
51       Purchasing a  Policy
         About Us and the Accounts
52       The Investment Options
53       Federal Income Tax Considerations
54       Financial Statements
55       Not Applicable
<PAGE>


                                     Part I


<PAGE>
                                                      AIG Life Insurance Company
                                                             Variable Account II
                                                                 One Alico Plaza
                                                           Wilmington, DE  19801
                                                                  1-800-340-2765

              Flexible Premium Variable Universal Life Policy


   
AIG Life Insurance Company is offering life insurance  coverage under the policy
described  in this  prospectus.  The policy is an  individual  flexible  premium
variable  universal life policy.  The policy  allows you,  as the owner,  within
limits, to:
    

o    Select the Face Amount of life insurance. You may within limits change your
     initial selection as your insurance needs change.

o    Select the amount and timing of premium payments. You may make more premium
     payments than scheduled or stop making premium payments.

o Allocate  premium  payments and your Policy  Account  Value among the variable
investment options and the Guaranteed Account.

o Receive  payments from your policy while the Insured is alive  through  loans,
partial surrenders or a full surrender.

This  document  contains  information  about the  policy.  You should  read this
document  carefully  before you decide to purchase  the policy.  You should also
keep this document for future reference.

   
Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission  has approved or  disapproved  of the policy or determined  that this
prospectus  is accurate or  complete.  Any  representation  to the contrary is a
criminal offense.
    




                           Prospectus _________, 1999


<PAGE>


Investment Options

Variable Investment Options

   
The Separate  Account is divided into  subaccounts.  Each subaccount  invests in
shares of a  specific  portfolio  of the AIM  Variable  Insurance  Funds,  Inc.,
Alliance Variable Products Series Fund, Inc., Dreyfus Variable  Investment Fund,
Dreyfus Stock Index Fund,  Fidelity Variable Insurance  Products Fund,  Fidelity
Variable Insurance Products Fund II, and the Van Eck Worldwide  Insurance Trust.
The  portfolios  of the funds  which are  available  under the  policy are named
below. The prospectuses for the funds contain  information about each portfolio.
You should read the prospectus carefully.
    

AIM Variable Insurance Funds, Inc.
(managed by A I M Advisors, Inc.)
o         V.I. Capital Appreciation  Fund
o         V.I. International Equity Fund

Alliance Variable Products Series Fund, Inc.
(managed by Alliance Capital Management L.P.)
o         Global Bond Portfolio
o         Growth Portfolio
o         Growth and Income Portfolio
o         Premier Growth
o         Quasar Portfolio
o         Technology Portfolio

Dreyfus Variable Investment Fund
(managed by The Dreyfus Corporation)
o         Small Company Stock Portfolio

Dreyfus Stock Index Fund
(managed by The Dreyfus Corporation and Mellon Equity Associates)

Fidelity Variable Insurance Products Fund
(managed by Fidelity Management & Research Company)
o         VIP Growth Portfolio
o         VIP High Income Portfolio
o         VIP Money Market Portfolio

Fidelity Variable Insurance Products Fund II
(managed by Fidelity Management & Research Company)
o         VIP II Asset Manager Portfolio
o         VIP II Contrafund Portfolio
o         VIP II Investment Grade Bond Portfolio

Van Eck Worldwide Insurance Trust
(managed by Van Eck Associates Corporation)
o         Worldwide Emerging Markets Portfolio
o         Worldwide Hard Assets Portfolio




Guaranteed  Investment Option

The Guaranteed  Account is part of our general account.  We will credit interest
equal to at least 4% per year,  compounded  annually  on that  portion of policy
Account  Value that you  allocate  to the  Guaranteed  Account.  We may,  in our
discretion,  elect to credit a higher rate of interest.  This document generally
describes  only that  portion  of the  Policy  Account  Value  allocated  to the
Variable Account.


<PAGE>


- --------------------------------------------------------------------------------
                                Table of Contents
- --------------------------------------------------------------------------------

Special Terms

Summary of the Policy
         Overview
         Applying for a Policy
         Premium Payments
         Policy Account Value
         Death Benefit
         Cash Benefits During the Life of the Insured
         Expenses of the Policy
         Federal Tax Considerations

Purchasing a Policy
         Applying for a Policy
         Your Right to Cancel the Policy
         Premiums
                  Restrictions on Premiums
                  Minimum Initial Premium
                  Planned Periodic Premiums                    
                  Additional Premiums
                  Effect of Premium Payments
                  Grace Period
                  Premium Allocations
                  Crediting Premiums

The Investment Options

Investing Your Policy Account Value
         Determining the Policy Account Value
         Transfers
         Dollar Cost Averaging

Death Benefit

Cash Benefits During the Insured's Life

Payment Options for Benefits

Expenses of the Policy

Supplemental  Benefits and Riders

Other Policy Provisions

Performance Information

Federal Income Tax Considerations

Distribution of the Policy

About Us and the Accounts

Our Directors and Executive Officers

Other Information

Financial Statements

Appendices

<PAGE>

   

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

                                  Special Terms

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

We have capitalized some special terms we use in this document.  We have defined
these terms here.


Accounts.   The Separate Account and the Guaranteed Account

Administrative Office.   One Alico Plaza, P.O. Box 8718, Wilmington, DE 19801.

Attained  Age. The  Insured's  age as of the Policy Date plus the number of full
years since the Policy Date.

Beneficiary. The person(s) entitled to the death benefit under the policy if the
Insured dies while coverage under the policy is in force.

Cash Surrender  Value.  The Policy Account Value less any surrender  charge that
would be assessed if the policy were surrendered.

Code.  The Internal Revenue Code of 1986, as amended.

Face Amount.  The amount of insurance  specified by the Owner and from which the
amount payable to a beneficiary will be determined.

Grace Period.  The period of time that the policy continues to be in force while
the Net Cash Surrender Value is less than the total monthly deductions then due.
It begins on a Monthly  Anniversary  when the Net Cash  Surrender  Value is less
than the total monthly deduction then due.

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

Insured.  A person  whose  life is  covered  under  the  policy.  At the time of
application, the Insured must be 75 years of age or younger.

Issue  Date.  The date the policy is  actually  issued and from which we measure
contestability periods. It may be later than the Policy Date.

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

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

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

Net Premium. Any premium paid less any expense charges deducted from the premium
payment.

Owner. The person who purchased the policy as shown in the  application,  unless
later changed.

Policy Account Value. The total amount in the Accounts credited to your policy.

Policy Date.  The date as of which we have  received the initial  premium and an
application in good order.  Coverage begins on the Policy Date which is also the
date used to determine all anniversary dates.

Policy Year.  Each period of twelve months commencing with the Policy Date.

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

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

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

    


<PAGE>

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

                              Summary of the Policy

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


Because this is a summary,  it does not contain all the information  that may be
important  to you.  You should read this entire  document  carefully  before you
decide to purchase a policy.

   
Overview

The  policy  is  a  flexible  premium  variable  universal  life  policy.   Like
traditional life insurance, the policy provides an initial minimum death benefit
and cash benefits that you can access  through  loans,  partial  surrenders or a
full surrender.  Unlike traditional life insurance, you may choose how to invest
your policy Account Value.

The policy  allows you to make  certain  choices  that will tailor the policy to
your needs. When you apply for the policy, we will ask you to make some of these
choices. You may also change your choices to meet your changing insurance needs.

In addition,  we may in the future  offer  several  riders to the policy.  These
riders will provide you with the flexibility to design an insurance product that
meets your specific needs.

If you select any variable  investment  options,  your policy benefits will vary
based upon the returns earned by those variable investment options.  The returns
may be zero or negative and you bear this risk.
    

Applying for a Policy

When you apply for a policy, you must select the Face Amount. The Face Amount is
the initial  amount of life  insurance  coverage on the  Insured.  It must be at
least $50,000 when you apply.

 Your policy will become effective after:

o    We accept your application.

o    We receive an initial premium payment in an amount we determine.

o    We have completed our review of your application to our satisfaction.

Your Right to Cancel the Policy

Once you receive your policy,  you should read the policy. You have the right to
cancel the policy for any reason within the later of:

o    45 days after you sign Part I of the application.

o    10 days after you receive  the  policy.  If required by the state where you
     live, we will extend the time period to the number of days required by law.

Premium Payments

Before your policy is effective,  you must pay the minimum initial  premium.  We
will calculate the initial minimum premium based on a number of factors, such as
the age, sex and underwriting  rate class of the proposed  Insured,  the desired
Face Amount,  and any  supplemental  benefits or riders  applied for and whether
premiums  will be paid by  pre-authorized  checking.  A  table  is  provided  in
Appendix A.

When you apply for a policy you will select the amount of premium  payments  you
plan to pay during the term of the policy.  We will establish a minimum for this
amount.  You  will  also  select  intervals  when  you plan to pay this pay this
premium  amount.  This may be monthly,  quarterly,  semiannually,  or  annually.
Pre-authorized checking may be required for monthly payments.

During  the  term of the  policy,  you may pay  premiums  at any time and in any
amount,  within limits.  Thus, you are not required to pay the planned  periodic
premium and you may make payments in addition to the planned periodic premium.

Policy Account Value

We will measure your  benefits  under the policy by your Policy  Account  Value.
Your Policy Account Value will reflect:

o    the premiums you pay;

o    the returns earned by the subaccounts you select;

o    the interest earned on the amount allocated to the Guaranteed Account;

o    any loans or partial surrenders; and

o    the policy charges and expenses we deduct.

Death Benefit

When you apply for a policy, you must select:

o    The Face Amount.

o    The death benefit option, which determines the manner in which we calculate
     the death benefit for your policy.

You may select from two death benefit options. They are:

o    Option I: Level Death Benefit  Option.  The basic death benefit will be the
     greater of:

1.   The Face Amount; or

2.   Policy  Account Value on the date of death  multiplied  by the  appropriate
     minimum death benefit factor.

o    Option II: Increasing Death Benefit Option. The basic death benefit will be
     the greater of:

1.   The Face Amount plus the Policy Account Value; or

2.   Policy  Account Value on the date of death  multiplied  by the  appropriate
     minimum death benefit factor.

Within  limits,  you may change the death  benefit  option and,  after the first
Policy Year, may change the Face Amount.


Cash Benefits During the Life of the Insured

During  the life of the  Insured,  your  policy has cash  benefits  that you can
access within limits through loans, partial surrenders or a full surrender.

o    Loans -- You may borrow against your Net Cash Surrender  Value at any time.
     If your  policy is a modified  endowment  contract,  the Code may treat the
     loan as a taxable distribution of income.

o    Partial  Surrender -- You may withdraw  part of your Policy  Account  Value
     after the first Policy Year. We may deduct an administrative charge. If you
     make a partial surrender during the surrender charge period, we will deduct
     a surrender  charge.  A partial  surrender  may result in a decrease in the
     Face Amount of your policy depending upon your death benefit option.

o    Full  Surrender -- You may surrender your policy for its Net Cash Surrender
     Value. If you surrender your policy during the surrender charge period,  we
     will deduct a surrender charge. A surrender will terminate your policy.

Expenses of the Policy

We deduct expenses related to your policy. These deductions are made:

o    from premium,  your Policy Account Value and the assets of the subaccounts;
     and

o    upon certain transactions.

Deduction  From Premium -- we will deduct 5% from your premium  payments  plus a
state specific  percent of premium equal to the state and local premium tax rate
applicable to the policy.  These deductions are for state premium taxes, federal
taxes, sales and other acquisition related expenses.

Monthly  Deductions  From Policy Account Value -- we will deduct on each Monthly
Anniversary charges for:

o         The administration of your policy.

o         The cost of insurance for your policy.

o         The costs associated with acquiring  and underwriting your policy.

o         The cost of any supplemental benefits or riders.

   
The monthly  deduction is deducted from your Accounts on a pro rata basis in the
same proportion as you have Policy Account Value in each Account.

Deductions  from  Subaccount Net Assets -- we will deduct a daily charge for the
mortality  and expense  risks we assume at an annual rate not to exceed 0.90% of
your Policy Account Value in the subaccounts.

Deductions Upon Certain Policy Transactions -- If you make a policy transaction,
a charge may apply. They are:

o    Transfer Charge -- You may make twelve transfers from your subaccounts each
     Policy  Year free of charge.  Thereafter,  we will  deduct a fee of $25 per
     transfer from the transferred amount.

o    Administrative  Charge for  Partial  Surrenders  - We  currently  deduct an
     administrative  charge of $25 upon a partial  surrender.  In certain states
     the charge may be the lesser of $25 or 2% of the amount surrendered.
    

o    Surrender Charge - A surrender charge for partial  surrenders is equal to a
     pro  rata  portion  of the  surrender  charge  that  would  apply to a full
     surrender.  This applies during the first 14 Policy Years and for the first
     14 Policy Years  immediately  following an increase in Face Amount.  If you
     request a full surrender  during the first 14 Policy Years, we may deduct a
     surrender  charge  based on the  initial  Face  Amount.  If you  request  a
     surrender within 14 years immediately following an increase in Face Amount,
     we will deduct a surrender charge based on the increase in Face Amount. The
     surrender charge will be deducted before any surrender proceeds are paid.

o    Surrender  Charge  for  Face  Amount  Decreases  -- We may  also  deduct  a
     surrender  charge  from the Policy  Account  Value upon a decrease  in Face
     Amount. If you request a decrease in Face Amount during the first 14 Policy
     Years, we will deduct a surrender  charge based on the initial Face Amount.
     If you request a decrease within 14 years immediately following an increase
     in Face Amount,  we will deduct a surrender charge based on the increase in
     Face Amount.

In addition,  you will  indirectly  bear the costs of the investment  management
fees and expenses paid from the assets of the portfolios you select.

   
The following  tables are designed to help you  understand  the various fees and
expenses  that you will bear directly or  indirectly.  The first table shows the
policy  charges and  deductions  you will bear  directly  under the policy.  The
second  table shows the fees and expenses of the  portfolios  that you will bear
indirectly when you purchase a policy.



                          Policy Charges and Deductions

Transaction Charges

     Sales and DAC Tax Charge 5% of each premium payment

     Premium Tax Charge(1) 0.50% to 5% of each premium payment

     Transfer Charge $25 for each transfer in excess of 12 each Policy Year

     Surrender  Charge  During  the  first 14 Policy  Years and the first  years
     immediately following an increase in Face Amount, there will be a surrender
     charge of up to 25% of the first year premium paid up to a surrender charge
     premium plus 4% of the first year  premium paid in excess of the  surrender
     charge premium. (3)

     Partial  Surrender  Administrative  $25 per partial  surrender - In certain
     states  the  charge  may  Charge  the  lesser  of $25  or 2% of the  amount
     surrendered.


Account Value Charges (deducted monthly)

     Cost of Insurance Charge(2)

   Current                               Guaranteed

Ranges from 0.01609 per             Ranges from 0.05667 per
$1,000 of net amount at risk        $1,000 of net amount at risk
to 71.15029 per $1,000 of net       to 83.33333 per $1,000 of net
amount at risk(4)                   amount at risk(4)

Monthly Expense Charge                               Current          Guaranteed

If the Face Amount is between $50,000 and $199,000   $  7.50           $15.00
If the Face Amount is between $200,000 and $499,000  $  5.00           $10.00
If the Face Amount is between $500,000 and greater   $  4.00           $10.00
First Year Additional Charge                         $ 20.00           $25.00


     First  Year  Administrative  Charge  Up to $25 per month  during  the first
     Policy Year and for 12 months following an increase in Face Amount

     Annual Separate Account Charges  (deducted daily and shown as an annualized
     percentage of average net assets)

         Mortality and Expense Risk Charge    Current          Guaranteed

                                              0.90%            0.90%

(1)  We deduct a premium tax charge equal to the actual state tax rate from each
     premium payment. State and local premium tax rates range from 0.50% to 5%.

(2)  The current cost of insurance  charge will never exceed the guaranteed cost
     of  insurance  charge  shown in the  policy.  The net amount at risk is the
     difference  between the death benefit  divided by 1.0032737 and the current
     Policy  Account  Value.  (See  "Expenses  of the Policy - Cost of Insurance
     Charge.")

(3)  A policy's  surrender  charge  premium  is based on the issue age,  sex and
     smoker  status  of the  Insured  and the  Face  Amount.  For a 45 year  old
     non-smoking  male  purchasing  $500,000  Face Amount the  surrender  charge
     premium would be $8,530.00.  For a 65 year old non-smoking  male purchasing
     $200,000 Face Amount, the surrender charge premium would be $10,762.00. The
     lowest and  highest  maximum  surrender  charge  will range from  $11.02 to
     $34.34 per $1,000 of Face Amount.  (See Appendix B for additional  examples
     of surrender charge premiums.)

(4)  Current and guaranteed cost of insurance charges are based on the issue age
     (or Attained Age in the case of increase in Face  Amount),  sex, rate class
     of the Insured, and Policy Year.


<PAGE>

                            Annual Portfolio Expenses
                          Before Waivers/Reimbursements
                             As of December 31, 1998

The  purpose of this table is to assist the Owner in  understanding  the various
costs and expenses that will be incurred, directly or indirectly. It is based on
historical  expenses  as a  percentage  of  net  assets  before  waivers  and/or
reimbursements,  if applicable,  for the year ended December 31, 1998, except as
indicated  below.  Expenses  of the  portfolios  of the  funds  are not fixed or
specified under the terms of the policy. Actual expenses may vary.
<TABLE>
                                                               Management    Other                 Total
                                                               Fees         Expenses(1)          Expenses
<S>                                                             <C>             <C>                <C>  
AIM Variable Insurance Funds
AIM V.I. Capital Appreciation Fund                              0.62%           0.05%              0.67%
AIM V.I. International Equity Fund                              0.75%           0.16%              0.91%
Alliance Variable Products Series Fund(2)
Global Bond Portfolio                                           0.65%           0.52%              1.17%
Growth Portfolio                                                0.75%           0.12%              0.87%
Growth and Income Portfolio                                     0.63%           0.10%              0.73%
Premier Growth Portfolio                                        1.00%           0.09%              1.09%
Quasar Portfolio                                                1.00%           0.30%              1.30%
Technology Portfolio                                            1.00%           0.20%              1.20%
Dreyfus Variable Investment Fund
Small Company Stock Portfolio                                   0.75%           0.23%              0.98%
Dreyfus Stock Index Fund                                        0.25%           0.01%              0.26%
Fidelity Variable Insurance Products Fund(3)
VIP Growth Portfolio                                            0.59%           0.09%              0.68%
VIP High Income Portfolio                                       0.58%           0.12%              0.70%
VIP Money Market Portfolio                                      0.20%           0.10%              0.30%
Fidelity Variable Insurance Products Fund II(4)
VIP II Asset Manager Portfolio                                  0.59%           0.14%              0.73%
VIP II Contrafund Portfolio                                     0.59%           0.11%              0.70%
VIP II Investment Grade Bond Portfolio                          0.43%           0.14%              0.57%
Van Eck Worldwide Insurance Trust(5)
Worldwide Emerging Markets Fund                                 1.00%           0.61%              1.61%
Worldwide Hard Assets Fund                                      1.00%           0.20%              1.20%

</TABLE>

(1)      Other expenses are based on the expenses  outlined in the  prospectuses
         for the AIM Variable Insurance Funds, Alliance Variable Products Series
         Fund,  Dreyfus  Variable  Investment  Fund,  Dreyfus  Stock Index Fund,
         Fidelity Variable Insurance Products Fund,  Fidelity Variable Insurance
         Products Fund II, and Van Eck Worldwide Insurance Trust.

(2)      Expenses for the following  portfolios after waivers and  reimbursement
         by the Alliance Variable Products Series Fund's investment  adviser for
         the period ended December 31, 1998, were as follows:
                                        Management  Other            Total
                                        Fees        Expenses         Expenses
         Global Bond Portfolio          0.64%       0.29%            0.93%
         Premier Growth Portfolio       0.97%       0.09%            1.06%
         Quasar Portfolio               0.73%       0.22%            0.95%
         Technology Portfolio           0.81%       0.14%            0.95%


(3)      Expenses for the following  portfolios after waivers and  reimbursement
         by the Fidelity Variable  Insurance  Products Fund's investment adviser
         for the period ended December 31, 1998, were as follows:
                                        Management  Other            Total
                                        Fees        Expenses         Expenses
         VIP Growth Portfolio           0.59%       0.07%            0.66%

(4)      Expenses for the following  portfolios after waivers and  reimbursement
         by the  Fidelity  Variable  Insurance  Products  Fund  II's  investment
         adviser for the period ended December 31, 1998, were as follows:

                                        Management  Other            Total
                                        Fees        Expenses         Expenses

         VIP II Asset Manager Portfolio 0.54%       0.09%            0.63%
         VIP II Contrafund Portfolio    0.59%       0.07%            0.66%

(5)      Expenses for the following  portfolios after waivers and  reimbursement
         by the Van Eck Worldwide  Insurance Trust's  investment adviser for the
         period ended December 31, 1998, were as follows:

                                        Management  Other            Total
                                        Fees        Expenses         Expenses

         Worldwide Emerging Markets     0.89%       0.61%            1.50%
         Worldwide Hard Assets Fund     1.00%       0.16%            1.16%
    

Federal Tax Considerations

 Your purchase of, and transactions under, your policy may have tax consequences
that you should consider before purchasing the policy. You may wish to consult a
tax adviser.  In general,  the death  benefit will not be taxable  income to the
Beneficiary.  You will not be taxed as your Policy Account Value increases. Upon
a distribution  from your policy,  however,  you may be taxed on any increase in
Policy Account Value.


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

                               Purchasing a Policy

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


Applying for a Policy

To purchase a policy,  you must complete an application and submit it to us. You
must specify certain information in the application,  including the Face Amount,
the death benefit option and  supplemental  benefit riders,  if any. We may also
require  information to determine if the Insured is an acceptable risk to us. We
may  require  a  medical  examination  of the  Insured  and ask  for  additional
information.

You may  apply  for a policy  to cover a person  who is  younger  than age 76. A
newborn may be an Insured. The minimum Face Amount is $50,000.

   
We require a minimum  initial  premium before we will issue the policy.  You may
pay the minimum  initial  premium when you submit the  application or at a later
date.
    

We will not  issue a policy  until we have  accepted  the  application.  We will
accept an application if it meets our  underwriting  rules. We reserve the right
to reject an  application  for any reason or "rate" an Insured as a  substandard
risk.

Your policy will become effective after:

o         We accept your application.

o         We receive an initial premium payment in an amount we determine.

o         We have completed our review of your application to our satisfaction.


   
Your Right to Cancel the Policy

Once you receive your policy,  you should read the policy. You have the right to
cancel the policy for any reason within the later of:

o    45 days after you sign Part I of the application; or

o    10 days after you received  the policy.  If required by the state where you
     live, we will extend the time period to the number of days required by law.
    

This is your "period to examine and cancel."

Your right to cancel also applies to the amount of any increase in Face Amount.

You may cancel the policy by  returning  it to our  Administrative  Office or to
your agent within the applicable time with a written  request for  cancellation.
We will refund you the premium  paid on the policy.  Thus,  the amount we return
will  not  reflect  the  returns  of  the   subaccounts  you  selected  in  your
application.

Premiums

The policy allows you to select the timing and amount of premium payments within
limits. Send premium payments to our Administrative Office.

Restrictions on Premiums.   We may not accept any premium payment:

o    If it is less than $50.

o    If the  premium  would  cause  the  policy  to  fail to  qualify  as a life
     insurance  contract as defined in Section 7702 of the Code.  We will refund
     any portion of any premium that causes the policy to fail. In addition,  we
     will monitor the policy and will attempt to notify you on a timely basis if
     your policy is in jeopardy of becoming a modified  endowment contract under
     the Code.

o    If the premium  would  increase the amount of our risk under your policy by
     an amount greater than that premium  amount.  In such cases, we may require
     satisfactory evidence of insurability before accepting that premium.

Minimum  Initial  Premium.  We will calculate the minimum initial  premium.  The
amount is based on a number of factors,  including the age, sex and rating class
of the proposed Insured,  the desired Face Amount and any supplemental  benefits
or  riders  applied  for and  whether  premiums  will be paid by  pre-authorized
checking.

Planned  Periodic  Premium.  When you apply for a policy,  you select a plan for
paying level  premiums at specified  intervals.  The  intervals  may be monthly,
quarterly, semi-annually or annually, for the life of the policy. Pre-authorized
checking  may be required  for  monthly  payments.  We will  establish a minimum
amount that may be used as the planned periodic premium.

You are not required to pay premiums in accordance with this plan.  Rather,  you
can pay  more or less  than  the  planned  periodic  premium  or skip a  planned
periodic premium  entirely.  At any time you can change the amount and frequency
of planned  periodic  premium by sending a written notice to our  Administrative
Office.

Additional  Premiums.  Additional  premiums  are  premiums  other  than  planned
premiums.  Additional premiums may be paid in any amount and at any time subject
to the Code. 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
may be needed to prevent your policy from terminating.

   
Effect of Premium Payments. In general, paying all planned periodic premiums may
not prevent  your  policy  from  lapsing.  In  addition,  if you fail to pay any
planned periodic premiums, your policy will not necessarily lapse.

Your  policy  will  lapse  only when the Net Cash  Surrender  Value on a Monthly
Anniversary is less than the amount of that date's monthly deduction. This could
happen if the Net Cash Surrender Value has decreased because:

o    of the negative return or insufficient  return earned by one or more of the
     subaccounts you selected; or
    

o    of any combination of the following -- you have outstanding loans, you have
     taken partial  surrenders,  we have deducted policy  expenses,  or you have
     made insufficient premium payments to offset the monthly deduction.

Grace Period.  In order for insurance  coverage to remain in force, the Net Cash
Surrender Value on each Monthly Anniversary must be equal to or greater than the
total monthly deductions for that Monthly Anniversary.  If it is not, you have a
Grace  Period of 61 days  during  which the policy will  continue in force.  The
Grace Period begins on the Monthly Anniversary that the Net Cash Surrender Value
is less than the total  monthly  deductions  then  due.  If we do not  receive a
sufficient premium before the end of the Grace Period, the policy will terminate
without value.

We will send you a written  notice  within 30 days of the beginning of any Grace
Period. The notice will state:

o    A Grace Period of 61 days has begun.

o    The amount of premium  required to prevent  your  policy from  terminating.
     This  amount  is  equal  to the  amount  needed  to  increase  the Net Cash
     Surrender Value sufficiently to cover total monthly deductions for the next
     three (3) Monthly Anniversaries.

If the Insured dies during the Grace Period, we will still pay the death benefit
to the  Beneficiary.  The amount we pay will reflect a reduction  for the unpaid
monthly deductions due on or before the date of the Insured's death.

If your policy lapses with an outstanding loan you may have taxable income.

Premium  Allocations.  In the  application,  you specify the  percentage  of Net
Premiums  to be  allocated  to each  subaccount  or to the  Guaranteed  Account.
However,  until the period to examine and cancel expires,  we invest this amount
in the Money  Market  Subaccount.  On the first  business  day after the  period
expires,  we will  reallocate  your  Policy  Account  Value based on the premium
allocation percentages in your application.

For  all  subsequent  premiums,  we  will  use the  allocation  percentages  you
specified  in the  application  until  you  change  them.  You  can  change  the
allocation   percentages   at  any  time  by  sending   written  notice  to  our
Administrative  Office.  The change will apply to all Premiums  received with or
after your notice.

Allocation  Rules.   Your  allocation   instructions  must  meet  the  following
requirements:

o    Each allocation percentage must be a whole number; and

o    Any  allocation  to a  subaccount  must be at least 5%; and the sum of your
     allocations must equal 100%.

Crediting  Premiums.  Your  initial Net Premium  will be credited to your Policy
Account  Value as of the Policy Date. We will credit and invest  subsequent  Net
Premiums  on the date we  receive  the  premium  or  notice  of  deposit  at our
Administrative Office.

If any premium  requires us to accept  additional  risk,  we will  allocate this
amount to the Money Market Subaccount until we complete our  underwriting.  When
accepted, and at the end of the period to examine and cancel the policy, we will
allocate it in accordance with your allocation percentages.


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                             The Investment Options

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


   
You may allocate your Policy Account Value to:

o    the subaccounts which invest in the variable investment options; or

o    the Guaranteed Account.

Variable Investment Options

Under the policy,  you may currently allocate your Policy Account Value into any
of the available subaccounts. Each subaccount invests in a distinct portfolio of
the AIM Variable Insurance Funds, Inc.,  Alliance Variable Products Series Fund,
Inc., Dreyfus Variable Investment Fund, Fidelity  Investments Variable Insurance
Products Fund, Fidelity  Investments Variable Insurance Products Fund II, or Van
Eck Worldwide  Insurance Trust.  These portfolios  operate similarly to a mutual
fund but are only available through the purchase of certain insurance contracts.
The funds may also include other  portfolios  which are not available  under the
policy.
    

AIM Variable Insurance Funds, Inc.

AIM V.I. Capital Appreciation Fund seeks growth of capital through investment in
common stocks, with emphasis on medium-and smaller-sized growth companies.

AIM V.I.  International Equity Fund seeks to provide long-term growth of capital
by investing in a diversified portfolio of international equity securities whose
issuers are considered to have strong earnings momentum.

Alliance Variable Products Series Fund, Inc.

Global Bond 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.  The sub-adviser for this portfolio is AIGAM  International
Limited, an affiliate of American International Group, Inc.

Growth  Portfolio  seeks 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 reasonable opportunities for appreciation through investments
primarily in dividend-paying common stocks of good quality.

Premier Growth 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.

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

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

Dreyfus Variable Investment Fund

Small Company Stock Portfolio seeks investment results that are greater than the
total return performance of publicly-traded  common stocks in the aggregate,  as
represented  by Russell 2500 TM Index.  The portfolio  invests  primarily in the
equity  securities  of the  small  to  medium-sized  domestic  issuers  that are
considered by The Dreyfus Corporation to offer above-average growth potential.

Dreyfus Stock Index 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.  The fund  attempts to be fully  invested at all times in the stocks that
comprise the index and stock index futures. The fund is neither sponsored by nor
affiliated  with  Standard & Poor's  Corporation.  The Dreyfus  Corporation  has
engaged its affiliate,  Mellon Equity  Associates,  to serve as the fund's index
fund manager.

   
Fidelity Variable Insurance Products Fund (VIP)

VIP Growth Portfolio seeks capital appreciation through investments primarily in
common stock.

VIP High Income  Portfolio  seeks high current income by investing  primarily in
income producing debt securities,  preferred stocks and convertible  securities,
with emphasis on lower-quality  debt 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 attached prospectus.
The sub-advisers  for this portfolio is Fidelity  Management & Research Far East
Inc. and Fidelity Management & Research (U.K.) Inc.

VIP Money Market  Portfolio seeks to obtain as high a level of current income as
is consistent with  preserving  capital and providing  liquidity.  The portfolio
will invest only in high quality U.S. dollar-denominated money market securities
of domestic and foreign issuers. An investment in the 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.  The
sub-adviser for this portfolio is Fidelity Investments Money Management, Inc., a
wholly owned subsidiary of Fidelity Management & Research Company.

Fidelity Variable Insurance Products Fund II (VIP II)

VIP II Asset Manager Portfolio seeks to provide a high total return with reduced
risk  over the long  term by  allocating  its  assets  among  stocks,  bonds and
short-term  money market  instruments.  The  sub-advisers  for this portfolio is
Fidelity  Management & Research Far East Inc. and Fidelity Management & Research
(U.K.) Inc.

VIP  II  Contrafund   Portfolio  seeks  capital  appreciation  by  investing  in
securities of companies whose value the manager believes is not fully recognized
by the public.  The  sub-advisers  for this  portfolio is Fidelity  Management &
Research Far East Inc. and Fidelity Management & Research (U.K.) Inc.

VIP II Investment  Grade Bond Portfolio  seeks as high a level of current income
as is  consistent  with  the  preservation  of  capital  by  investing  in  U.S.
dollar-denominated   investment-grade  bonds.  The  portfolio  will  maintain  a
dollar-weighted average portfolio maturity of ten years or less. The sub-adviser
for this portfolio is Fidelity Investments Money Management, Inc.
    

Van Eck Worldwide Insurance Trust

Worldwide  Emerging  Markets  Fund  seeks  long-term  capital   appreciation  by
investing primarily in equity securities in emerging markets around the world.

Worldwide Hard Assets Fund seeks  long-term  capital  appreciation  by investing
primarily in "hard asset securities." Income is a secondary consideration.  Hard
asset  securities are the stocks,  bonds, and other securities of companies that
derive at least 50% of gross  revenue or profit from  exploration,  development,
production or distribution of (1) precious metals,  (2) natural  resources,  (3)
real estate and (4) commodities.

Guaranteed Investment Option

Under the policy,  you may currently  allocate your Policy  Account Value to the
Guaranteed Account. In addition, if you request a loan, we will allocate part of
your Policy  Account Value to the Loan Account  which is part of the  Guaranteed
Account.

We treat each  allocation  and  transfer  separately  for  purposes of crediting
interest and making deductions from the Guaranteed Account.

Interest  Credited On the Guaranteed  Account.  All of your Policy Account Value
held in the Guaranteed  Account will earn interest at a rate we determine in our
sole  discretion.  This  rate  will  never be less  than 4% per year  compounded
annually.  You  assume  the risk  that  interest  credited  may not  exceed  the
guaranteed  minimum rate of 4% per year. The Loan Account portion of your Policy
Account Value may earn a different  interest rate than the remaining  portion of
your Policy Account Value in the Guaranteed Account.

Deductions from the Guaranteed  Account.  We will deduct any transfers,  partial
surrenders or any policy expenses from the Guaranteed  Account and your variable
investment options on a pro rata basis, unless you provide other directions.  No
portion of the Loan Account may be used for this purpose.

The Loan Account  will only  increase or decrease in value when policy loans are
taken or repayments are made. If an amount is transferred  from the Loan Account
to the remaining  portion of the guaranteed  Policy  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.

Payments from the  Guaranteed  Account.  If we must pay any part of the proceeds
for a loan, partial surrender or full surrender from the Guaranteed  Account, we
may defer the  payment for up to six months from the date we receive the written
request. If we defer payment from the Guaranteed Account for 30 days or more, we
will pay interest on the amount we deferred at a rate of 4% per year, compounded
annually, until we make payment.


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

                       Investing Your Policy Account Value

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


The policy allows you to choose how to invest your Policy  Account  Value.  Your
Policy Account Value will increase or decrease based on:

o         The returns earned by the Subaccounts you select.

o         Interest credited on amounts allocated to the Guaranteed Account.

We will determine your policy  benefits based upon your Policy Account Value. If
your Policy Account Value is insufficient, your policy may terminate. If the Net
Cash  Surrender  Value on a monthly  anniversary is less than the amount of that
date's monthly deduction,  the policy will be in default and a Grace Period will
begin.

Determining the Policy Account Value

On the Policy  Date,  your  Policy  Account  Value is equal to your  initial Net
Premium.  If the  Policy  Date and the Issue  Date are the same day,  the Policy
Account Value is equal to your initial  premium,  less the premium  expenses and
monthly deduction.

On each Valuation Date thereafter, your Policy Account Value is equal to:

o         Your Policy Account Value held in the subaccounts; and

o         Your Policy Account Value held in Guaranteed Account.

Your Policy Account Value will reflect:

o         the premiums you pay;

o         the returns earned by the subaccounts you select;

o         the interest credited on amounts allocated to the Guaranteed Account;

o         any loans or partial surrenders; and

o         the policy expenses we deduct.

Policy Account Value in the Subaccounts. We measure your Policy Account Value in
the subaccounts by the value of the subaccounts' accumulation units we credit to
your policy.  When you allocate premiums or transfer part of your Policy Account
Value to a  subaccount,  we credit your policy with  accumulation  units in that
subaccount.  The number of accumulation units equals the amount allocated to the
subaccount  divided  by  that  subaccount's  accumulation  unit  value  for  the
Valuation Date when the allocation is effected.

The number of subaccount accumulation units we credit to your policy will:

o    increase  when Net  Premium is  allocated  to the  subaccount,  amounts are
     transferred  to the  subaccount  and loan  repayments  are  credited to the
     subaccount.

o    decrease when the allocated  portion of the monthly deduction is taken from
     the  subaccount,  a 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.

Accumulation  Unit  Values.  A  subaccount's  accumulation  unit value varies to
reflect  the return of the  portfolio  and may  increase  or  decrease  from one
Valuation Date to the next. We arbitrarily set the  accumulation  unit value for
each  subaccount at $10 when the subaccount  was  established.  Thereafter,  the
accumulation  unit  value  equals  the  accumulation  unit  value  for the prior
Valuation  Period  multiplied  by the net  investment  factor  for  the  current
Valuation Period.

Net Investment  Factor.  The net investment factor is an index we use to measure
the investment  return earned by a subaccount  during a Valuation  Period. It is
based on the  change  in net asset  value of the  portfolio  shares  held by the
subaccount,  and  reflects any  dividend or capital  gain  distributions  on the
portfolio  shares and the  deduction  of the daily  mortality  and expense  risk
charge.

Guaranteed  Policy Account Value. On any Valuation Date, the Guaranteed  Account
portion of your Policy Account Value equals:

o    the total of all Net Premium, allocated to the Guaranteed Account, plus

o    any amounts transferred to the Guaranteed Account, plus

o    interest   credited  on  the  amounts  allocated  and  transferred  to  the
     Guaranteed Account, less

o    the amount of any transfers from the Guaranteed Account, less

o    the amount of any  partial  surrenders,  including  the  partial  surrender
     charges, taken from the Guaranteed Account, and less

o    the allocated portion of the monthly deduction deducted from the Guaranteed
     Account, plus

o    the amount of the Loan Account.

If you take a loan,  we transfer the amount of the loan to the Loan Account held
in the Guaranteed Account.  The value of your Loan Account includes transfers to
and from the Loan Account as you take and repay loans and  interest  credited on
the 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 assessed if the policy
were surrendered on that date.

   
Net Cash Surrender  Value.  The Net Cash Surrender  Value on a Valuation Date is
the amount you would receive on a surrender of your policy and is equal to:

o    the Cash Surrender Value, less

o    the outstanding loan on that date.
    
Transfers


You  may  transfer  Policy  Account  Value  among  the  subaccounts  and  to the
Guaranteed Account after the period to examine and cancel. All transfer requests
must satisfy the following requirements:

o    Minimum  amount of  transfer  -- You must  transfer  at least  $250 or, the
     balance in the subaccount or the Guaranteed Account, if less;

o    Form of transfer request - Transfer requests must be in writing;

o    Transfers from the Guaranteed  Account -- The maximum you may transfer in a
     Policy Year is equal to 25% of your guaranteed Policy Account Value that is
     not in the Loan  Account.  Transfers  may be made 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.

   
Date We Process Your Transfer Request.  We must receive your transfer request at
our Administrative Office. We process transfers at the price next computed after
we receive your transfer  request.  We may,  however,  defer transfers under the
same conditions as described under "Other Policy  Provisions - When Proceeds Are
Paid."
    

Number of Allowable  Transfers/Transfer  Charge.  We do not currently  limit the
number  of  transfers  you may make.  We will  currently  assess a $25  transfer
charge,  however,  for each  transfer in excess of 12 during a Policy Year.  All
transfers  processed  on the same  business  day will count as one  transfer for
purposes of determining  the number of transfers you have made in a Policy Year.
We reserve  the right to  increase  or  decrease  the  number of free  transfers
allowed in any Policy Year.

We will confirm transfer  requests  received by fax before  processing them. You
should review all confirmations to determine if there have been any unauthorized
transfers.

Dollar Cost Averaging

Dollar cost averaging is a systematic method of investing at regular  intervals.
By investing at regular  intervals,  the cost of the securities is averaged over
time and perhaps over various market cycles.

   
Under this  program  we will  automatically  transfer  monthly a portion of your
Money Market Subaccount value into other  subaccounts or the Guaranteed  Account
for a period not in excess of 24 months. We will allocate the transfers based on
your current premium allocation  instructions.  However,  no less than 5% may be
allocated to any one subaccount or to the Guaranteed Account. There is no charge
for this  option  which can be elected at any time  provided  there is a minimum
balance of $2000 in the Money Market  Subaccount.  Transfers in connection  with
the dollar cost  averaging  program will not count against the 12 free transfers
in a Policy Year.
    

Dollar  Cost  Averaging  From a  Subaccount.  If you  instruct  us to  make  the
transfers from the Money Market Subaccount, you may request that we transfer:

o    A specified dollar amount -- we will automatically  transfer this amount in
     accordance with your most current  premium  allocation  instructions  for a
     specified period until your Policy Account Value in the transferring  Money
     Market Subaccount is depleted.

o    A  specified  number of  months--  we will  automatically  transfer  over a
     specific  number of months an amount  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 transfer
     will be for 1/10 and so on until the end of the requested period.

We will begin to process your automatic transfers:

   
o    On the first monthly anniversary following the end of the period to examine
     and cancel if you requested the  automatic  transfers  when you applied for
     your policy.

o    On the second Monthly Anniversary  following the receipt of your request at
     our Administrative Office if you elect the option after you applied for the
     policy.
    

We will stop processing automatic transfers if:

o    The funds in the Money Market Subaccount are depleted;

o    We  receive  you  written  request at our  Administrative  Office to cancel
     future transfers;

o    We receive notification of death of the Insured; or

o    Your policy goes into the Grace Period.

Dollar  cost  averaging  may lessen the  impact of market  fluctuations  on your
investment.  Using dollar cost averaging does not guarantee  investment gains or
protect against loss in a declining market.


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

                                  Death Benefit

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


Death Benefit

During the policy term, we will pay the death benefit to the  Beneficiary  after
the  Insured's  death.  To make payment,  we must receive at our  Administrative
Office:

o    satisfactory proof of the Insured's death; and

o    the policy.

Payment of Death Benefit.  We will pay the death benefit  generally within seven
days after we receive the information we require.  We will pay the death benefit
to the  Beneficiary  in one lump sum or, if  elected,  under a  payment  option.
Payment of the death  benefit may also be affected  by other  provisions  of the
policy.

We will pay interest on the death benefit from the date of the  Insured's  death
to the date of payment as required by applicable state law.

Amount of Death  Benefit.  We will determine the death benefit as of the date of
the Insured's death. The death benefit will equal:

o    the death benefit amount  determined  according to the death benefit option
     selected; plus

o    any other benefits then due from riders to the policy; minus

o    the outstanding loan, if any, and accrued loan interest; minus

o    any overdue monthly deductions if the Insured dies during a Grace Period.

Death Benefit Options

You may select from two death benefit options.

   
Option I - Level  Death  Benefit  Option.  The basic death  benefit  will be the
greater of:

     (1)  the Face Amount; or

     (2)  Policy  Account Value at date of death  multiplied by the  appropriate
          minimum death benefit factor.

Option II - Increasing  Death Benefits  Option.  The basic death benefit will be
the greater of:
    

     (1)  the Face Amount plus the Policy Account Value; or

     (2)  Policy  Account Value at date of death  multiplied by the  appropriate
          minimum death benefit factor.

Changes in Death Benefit Options

You may change your death benefit  option by providing your agent with a written
request or by writing us at our  Administrative  Office. We may require that you
submit satisfactory evidence of insurability to us.

If you request a change from  Option I to Option II, we will  decrease  the Face
Amount by an amount  equal to your Policy  Account  Value on the date the change
takes effect.  However, we reserve the right to decline to make such a change if
it would reduce the Face Amount below the minimum Face Amount.

If you request a change from  Option II to Option I, we will  increase  the Face
Amount by an amount  equal to your Policy  Account  Value on the date the change
takes effect.  Such  decreases and increases in the Face Amount are made so that
the death benefit remains the same on the date the change takes effect.

Once approved,  we will issue new policy  information pages and attach a copy of
your application for change. 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 changes  that we determine
would  cause  the  policy  to  fail  to  qualify  as life  insurance  under  our
interpretation of the Code.

The change will take effect on the next Monthly  Anniversary that coincides with
or next follows the date we approve your request.

Changes in Face Amount

At any time after the first policy  anniversary while the policy is in force you
may  request  a change  in the Face  Amount.  We will not make a change  in Face
Amount that causes your policy to fail to qualify as life insurance under of the
Code.

Increases in Face Amount.  Any request for an increase:

     o    Must be for at least $10,000.

     o    May not be requested in the same Policy Year as another request for an
          increase.

     o    May not be requested after the Insured is Attained Age 75.

A written application must be submitted to our Administration  Office along with
satisfactory  evidence  of  insurability.  You must  return the policy so we can
amend it to reflect  the  increase.  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.

Decreases in Face Amount.  Any request for a decrease:

     o    Must be at least $5,000.

     o    Must not cause the Face Amount  after the decrease to be less than the
          minimum Face Amount at which we would issue a policy.

     o    During the first 5 Policy Years,  the Face Amount may not be decreased
          by more than 10% of the initial Face Amount in any one Policy Year.

     o    No  decrease  may be made  during  the  first 12 months  following  an
          increase in Face Amount.

     o    If the Face Amount is  decreased  during the first 14 Policy  Years or
          within 14 Policy  Years of an  increase  in Face  Amount,  a surrender
          charge may be applicable.

Consequences  of a Change in Face Amount.  Both  increases and decreases in Face
Amount may impact the surrender charge. In addition,  an increase or decrease in
Face  Amount  may  impact  the  status  of the  policy as a  modified  endowment
contract.


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                     Cash Benefits During the Insured's Life

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During the life of the  Insured,  your  policy has cash  benefits  which you may
access within limits by taking loans, partial surrenders or a full surrender.

Policy Loans

You may request a loan  against  your policy at any time after the first  Policy
Year or after the first 12 months following an increase in Face Amount while the
policy has a Net Cash Surrender  Value.  We limit the minimum and maximum amount
of loan you may take.

     o    Maximum  Loan  Amount.  After First  Policy  Year -- The maximum  loan
          amount is:

     o    90% of Your Net Cash Surrender Value, less

     o    Any outstanding loans

     o    Minimum Loan Amount -- $500

You must submit a written request for a loan to the Administrative Office. Loans
will be  processed  as of the date we receive the request at our  Administrative
Office. Loan proceeds generally will be sent to you within seven days.

Interest.  We charge interest daily on any outstanding loan at a declared annual
rate not in excess of 8%. The maximum net cost (the difference  between the rate
of interest we charge on policy loans and the amount we credit on the equivalent
amount held in the Loan  Account) of a loan is 2% per year.  Interest is due and
payable at the end of each Policy Year while a 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 loan.

For Policy Years 11 and later, a portion of the 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.

Loan Account. You may direct us to take an amount equal to the loan proceeds and
any  amount  attributed  to  unpaid  interest  from any  subaccount  or from the
Guaranteed Account. Otherwise, we will withdraw this amount from each Account on
a pro rata basis.  We transfer this amount to the Loan Account in the Guaranteed
Account.

When a loan is repaid, an amount equal to the repayment will be transferred from
the Loan Account to the  subaccounts  and Guaranteed  Account in accordance with
your allocation percentages in effect at the time of repayment.

Effect of Loan. A loan,  whether or not repaid,  will have a permanent effect on
the death benefit and Policy Account Value because the investment results of the
subaccounts and current  interest rates credited in the Guaranteed  Account will
apply only to the non-loaned portion of the 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 loan is outstanding,  the effect could be favorable
or unfavorable.

In addition,  loans from  modified  endowment  contracts  may be treated for tax
purposes as distributions of income.

If  the  death  benefit  becomes  payable  while  a  loan  is  outstanding,  the
outstanding loan will be deducted in calculating the death benefit.

If the  outstanding  loan  exceeds 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.

Outstanding Loan. The outstanding loan on a Valuation Date equals:

     o    All  loans  that  have  not been  repaid  (including  past due  unpaid
          interest added to the loan), plus

     o    accrued interest not yet due.

Loan Repayment.  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.

Partial Surrenders

You may  request  a  partial  surrender  at any  time  after  the  first  policy
anniversary.  No more than two  partial  surrenders  may be made during a Policy
Year.

We may limit the minimum and maximum amount of partial surrenders.

o    Maximum Partial  Surrender Amount - 90% of your policy's Net Cash Surrender
     Value except that the partial surrender may not cause the Face Amount to be
     less than the required minimum Face Amount.

o         Minimum Partial Surrender Amount -- $500

In order to make a partial  surrender,  you must submit a written request to our
Administrative  Office.  We will reduce your Policy Account Value by the partial
surrender  amount  plus any  applicable  charges.  When you  request  a  partial
surrender, you may direct us to take the requested amount from any subaccount or
from the Guaranteed  Account.  If the Guaranteed  Account or subaccount value is
insufficient to withdraw the amount  requested,  we will withdraw the difference
from  the  remaining  Accounts  on a pro rata  basis  unless  you have  provided
specific instructions to withdraw the amount from one or several Accounts.

   
We will process partial  surrender  requests at the price next computed after we
receive your written request at our Administrative Office. We will generally pay
partial surrenders within seven days.
    

Expenses for Partial Surrenders.  We will deduct the applicable surrender charge
on a partial  surrender.  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").
Currently,  we assess an administrative charge equal to the lesser of $25 of the
amount surrendered.  In certain states the charge may be the lesser of $25 or 2%
of the amount surrendered.

Effect of Partial Surrender on Your Face Amount.  The Face Amount of your policy
will also be reduced by the partial surrender amount if you selected Option I as
your death benefit.

We will  reduce the Face Amount 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.

No partial  surrender  may be made that would  reduce the Face Amount  below the
minimum Face Amount.

Partial surrenders from your policy may have tax consequences.

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. We will process a surrender
request  as of the  date we  receive  your  written  request  and  all  required
documents.  Your surrender request generally will be paid within seven days. The
Net Cash  Surrender  Value  may be taken  in one sum or it may be  applied  to a
payment  option.  Your policy will  terminate  and cease to be in force if it is
surrendered for one sum. It cannot later be reinstated.


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                          Payment Options for Benefits

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We offer a wide variety of optional ways of receiving proceeds payable under the
policy,  such as on a surrender  or death,  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.


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                             Expenses of the Policy

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Periodically,  we will deduct  expenses  related to your policy.  We will deduct
these:

     o    from premium, Policy Account Value and from subaccount assets; and

     o    upon certain transactions.

The amount of these  expenses are described in your policy as either  guaranteed
or current.  We will never charge more than the guaranteed amount. We may in our
discretion deduct on a current basis less than the guaranteed amount.

Deduction From Premium

We will deduct 5% plus a state  specific  percent of premium  from each  premium
payment.  This charge is intended to provide for state premium taxes,  DAC taxes
and for other expenses associated with acquiring and servicing a policy.

Monthly Deductions From Policy Account Value

On the Policy Date and each Monthly Anniversary thereafter,  we make a deduction
from the Policy Account Value.  On the Issue Date the amount deducted 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.  We
will deduct charges on each Monthly Anniversary for:

     o    The administration of your policy.

     o    The acquisition and underwriting costs of your policy.

     o    The cost of insurance for your policy.

     o    The cost of any supplemental benefits or riders.

We will take the monthly deductions from your Policy Account Value and from each
subaccount on a pro rata basis.

Administrative  Charge.  This charge compensates us for administrative  expenses
associated with the policy and the Separate Account.  The policy refers to these
expenses  as the  "monthly  expense  charge"  and  the  "additional  first  year
administrative charge."

Monthly Expense Charge.  We will make a deduction from your Policy Account Value
for expenses such as premium billing and collection,  record keeping, processing
claims,  loans,  policy  changes,   reporting  and  overhead  costs,  processing
applications and establishing  policy records associated with the administration
of your policy. This charge will vary based on the Policy Face Amount. The chart
below reflects the current and guaranteed monthly expense charges:

                                                        Current      Guaranteed
Monthly Expense Charge Per Policy                       Charge        Charge

If the Face Amount is between $50,000 and $199,999      $  7.50       $  15.00
If the Face Amount is between $200,000 and $499,999     $  5.00       $  10.00
If the Face Amount is $500,000 or greater               $  4.00       $  10.00
First Year Additional Charge                            $ 20.00       $  25.00

First Year Administrative  Charge. There is an additional monthly expense charge
during the first  Policy Year and  following  an increase in Face Amount for our
expenses  associated with the acquisition  and  underwriting of your policy.  We
deduct a monthly charge, not to exceed $25, during the first 12 months after the
Policy Date and the 12 months immediately following a Face Amount increase.

   
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  month  to  month.  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  described  below on 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; and (b) is the current total Policy Account Value.

Rate Classes for Insureds.  We currently rate Insureds in one of following basic
rate classifications based on our underwriting:

o         non-smoker standard
o         smoker
o         substandard for those involving a higher mortality risk

We place the  Insured  in a rate  class  when we issue the  policy  based on our
underwriting determination. 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 a lower  guaranteed  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 a higher  guaranteed  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 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.

In order to maintain  the policy in  compliance  with  Section 7702 of the Code,
under certain  circumstances  an increase in Policy  Account Value will cause an
automatic  increase in the death  benefit.  The  Attained Age and rate 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).

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

Legal Considerations  Relating to Sex-Distinct Premiums and Benefits.  Mortality
tables for the policy  generally  distinguish  between males and females.  Thus,
premiums and benefits  under the policy  covering  males and females of the same
age will generally differ. We do, however, also offer the policy based on unisex
mortality tables if required by state law. Employers and employee  organizations
considering  purchase  of a  policy  should  consult  their  legal  advisers  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 the policy with unisex mortality tables to such
prospective purchasers.

Deduction From Subaccount Assets

Mortality  and Expense  Risk  Charge.  We deduct a daily charge from your Policy
Account  Value in the  subaccounts  for assuming  certain  mortality and expense
risks under the policy.  This charge does not apply to the amounts you  allocate
to the  Guaranteed  Account.  The  guaranteed and current charge is at an annual
rate of 0.90% of the subaccount 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
an annual rate of 0.90% of your Policy Account Value in the  subaccounts for the
duration of a policy.

The  mortality  risk we assume is that the Insured under a policy may die sooner
than anticipated, and therefore we will pay an aggregate amount of death benefit
greater than  anticipated.  The expense risk we assume is that expenses incurred
in issuing and  administering  all Policies and the Separate Account will exceed
the  amounts  realized  from the  administrative  charges  assessed  against all
Policies.

   
Deductions Upon Policy Transactions

Transfer  Charge.  We currently  impose a $25 transfer charge on any transfer of
Policy Account Value among the subaccounts and the Guaranteed  Account in excess
of the 12 free transfers  permitted each Policy Year. When we impose the charge,
we deduct it from the amount  requested to be transferred  before  allocation to
the new  subaccount(s).  We will show the transfer charge in the confirmation of
the transaction.

Surrender  Charge.  If the policy is  surrendered or there is a decrease in Face
Amount during the first 14 Policy Years, we will deduct a surrender charge based
on the initial Face Amount. If a policy is surrendered or there is a decrease in
Face Amount  within 14 years after an increase in Face Amount,  we will deduct a
surrender  charge  based  on the  amount  by  which  the  Face  Amount  had been
increased.  The surrender charge will be deducted before any surrender  proceeds
are paid.

Surrender Charge Calculation.  In general,  the surrender charge is based on the
premiums  you pay. The  Surrender  Charge will be no greater than the product of
(3) times the sum of (1) and (2) where:

(1) is equal to 25% of the first year paid  premium up to the  surrender  charge
premium (see  Appendix B); and (2) is equal to 4% of the first year paid premium
in excess of the  surrender  charge  premium;  and (3) is a factor  based on the
Policy Year when the surrender occurs as described in the following table:

      Policy
      Year                  Factor

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

Surrender  Charge  Based On An  Increase  Or  Decrease  In Face  Amount.  If you
increase the Face Amount of the policy,  we will impose an additional  surrender
charge  during the 14 Policy  Years  immediately  following  the  increase.  The
additional  surrender  charge  period  will begin on the  effective  date of the
increase. If you reduce the Face Amount of the policy 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. If you have made several increases in
Face  Amount,  we will apply the  surrender  charge to prior  increases  in Face
Amount of the policy in the reverse  order in which such  increases  took place,
before applying the additional  surrender  charges to the initial Face Amount of
the policy.

Partial Surrender Charge.  We may deduct a partial surrender charge:

o         upon a partial surrender; and
o         if you decrease your Policy's Face Amount.

The amount of the partial surrender charge is equal to a pro rata portion of the
surrender  charge  that would apply to a full  surrender.  We deduct the partial
surrender  charge,  proportionately,  from  the  subaccounts  or the  Guaranteed
Account affected by your partial surrender.

Partial  Surrender  Charge Due to  Decrease  in Face  Amount.  We will deduct an
amount 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 currently deduct an administrative
charge of $25 upon a partial surrender.  In certain states the charge may be the
lesser of $25 or 2% of the amount surrendered.
    

Discount Purchase Programs

The amount of the  surrender  charge and other  charges  under the policy may be
reduced or eliminated when sales of the policy are made to groups of individuals
in a manner that in our opinion results in expense  savings.  For purchases made
by  our  officers,  directors  and  employees,  those  of an  affiliate,  or any
individual,  firm,  or a company that has executed the  necessary  agreements to
sell the  policy,  and  members  of the  immediate  families  of such  officers,
directors,  and employees,  we may reduce or eliminate the surrender charge. Any
variation  in  charges  under  the  policy,   including  the  surrender  charge,
administrative  charge or  mortality  and  expense  risk  charge,  will  reflect
differences in costs or services and will not be unfairly discriminatory.


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                        Supplemental Benefits and Riders

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We intend to make available certain  supplemental  benefits and riders which may
in the  future  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.

Accelerated Benefit Rider (ABR)
Accidental Death Benefit Rider (ADB)
Guaranteed Minimum Death Benefit (GMDB)
Child's Term Rider (CTR)
Other Insured Term Rider (OIR)
Primary Insured Term Rider (PIR)
Waiver of Monthly Deductions (WMD)
Waiver of Specified Premium (WSP)


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                             Other Policy Provisions

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Right to Exchange or Convert

You may exchange or convert this policy to a flexible premium fixed benefit life
insurance  policy on the life of the Insured without  evidence of  insurability.
This exchange may be made:

(a)      within 24 months after the Issue Date while the policy is in force;

(b)      within 24 months of any increase in Face Amount of the policy; or

(c)      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,
         we will notify you and give you information on the options available.

When an exchange or  conversion  is  requested,  we  accomplish  the exchange 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 remaining  life of
the new  Policy.  The Face  Amount in effect  at the time of the  exchange  will
remain  unchanged.  The effective date,  issue date and issue age of the Insured
will remain  unchanged.  The Owner and Beneficiary are the same as were recorded
immediately before the exchange.

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 (unless  otherwise  specified by state law) 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,  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  (unless
otherwise specified by state law) 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 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 Code or to make the policy  conform with any law or
regulation issued by any government agency to which it is subject.

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  required  documents.  Other  than  the  death  benefit,  which  are
determined as of the date of death, the amount will be determined as of the date
we receive the  required  documents.  However,  we may delay making a payment or
processing a transfer request if:

   
(1)  the New York Stock  Exchange is closed for other than a regular  holiday or
     weekend,  trading is restricted by the Securities and Exchange  Commission,
     or the  Securities  and  Exchange  Commission  declares  that an  emergency
     exists; or
    

(2) the  Securities  and Exchange  Commission by order permits  postponement  of
payment for your protection.

In addition we may delay making deductions from the Guaranteed Account.

Reports to Owners

You will receive a confirmation within seven days of the transaction of:

     o    the receipt of any unplanned  premium (and any premium received before
          the Issue Date);

     o    any change of allocation of premiums;

     o    any transfer among subaccounts;

     o    any loan, interest repayment, or loan repayment;

     o    any partial surrender;

     o    any return of premium  necessary  to comply  with  applicable  maximum
          receipt of any premium payment;

     o    any exercise of your right to cancel;

     o    an exchange of the policy;

     o    full surrender of the policy; or

     o    payment of the death benefit under the policy.

Within 30 days after each policy  anniversary we will send you a statement.  The
statement will show the death benefit currently payable,  and the current Policy
Account Value,  Cash Surrender  Value,  and the outstanding  loan. The statement
will also show premiums paid, all charges  deducted during the last Policy Year,
and all transactions. We will also send to you reports of the investments within
the Separate Account at least annually.

Assignment

You may assign the policy 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 this
assignment form 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.

Reinstatement

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

     1.   Request  reinstatement  of policy  benefits within three years (unless
          otherwise specified by state law) from the end of the Grace Period;

     2.   Provide evidence of insurability satisfactory to us;

     3.   Make a payment of an amount  sufficient to cover (i) the total monthly
          administrative  charges from the  beginning of the Grace Period to the
          effective  date of  reinstatement;  (ii) total monthly  deductions for
          three months, calculated from the effective date of reinstatement; and
          (iii) the premium expense 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 loan  which  existed  on the date the  policy
          ended.

The  effective  date of the  reinstatement  of policy  benefits will be the next
Monthly  Anniversary  which  coincides  with or next follows the date we approve
your request. From the required payment we will deduct the premium expenses. The
Policy  Account  Value,   loan  and  surrender  charges  that  will  apply  upon
reinstatement will be those that were in effect on the date the policy lapsed.

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

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                             Performance Information

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


From time to time we may  advertise the "total  return" and the "average  annual
total  return" of the  subaccounts  and the  portfolios.  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
mortality and expense risk charge.  "Average  Annual Total Return"  reflects the
hypothetical  annually  compounded  return  that  would have  produced  the same
cumulative return if a 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.

   
The  performance  information  set forth in Appendix C reflects the total of the
income generated by the portfolio net of the total portfolio  operating expenses
(i.e.,  management  fees and other portfolio  expenses),  plus capital gains and
losses, realized or unrealized.  The performance results do not reflect: monthly
deductions;  cost of insurance;  surrender charges;  sales loads; DAC taxes; and
any state or local  premium  taxes.  If these charges were  included,  the total
return figures would be lower.
    

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. We 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  policy  and  the
characteristics of and market for such financial instruments.

Total  return  data may be  advertised  based  on the  period  of time  that the
portfolios  have been in  existence.  The  results  for any period  prior to the
policy being offered will be calculated as if the policy had been offered during
that period of time,  with all  charges  assumed to be those  applicable  to the
policy.  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.


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

                        Federal Income Tax Considerations

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


The following summarizes the current federal income tax law that applies to life
insurance in general.  This summary does not cover all situations.  This summary
is based  upon our  understanding  of the  current  federal  income tax laws and
current  interpretations  by the Internal  Revenue  Service.  We cannot  predict
whether the Code will  change.  You should  speak to a competent  tax adviser to
discuss  how the  purchase of a policy and the  transactions  you make under the
policy will impact your federal tax liability.

Tax Status of the Policy

A policy has  certain  tax  advantages  when it is treated as a "life  insurance
contract"  under the Code. We believe that the policy meets the  definition of a
life  insurance  contract under Section 7702 of the Code. You bear the risk that
the policy may not meet the definition of a life insurance contract.  You should
consult your tax adviser to discuss these risks.

The Company

We are  taxed as a life  insurance  company  under  the Code.  For  federal  tax
purposes,  the Separate  Account and its operations are considered to be part of
our operations and are not taxed separately.

Diversification and Investor Control

The  Code  requires  that  we  diversify  the  investments  underlying  variable
insurance  contracts.  If the investments  are not properly  diversified and any
remedial  period has passed,  Section 817(h) of the Code provides in general the
contract is immediately 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 taxable  income to you at the time that we
allocate any earnings to your policy.  You would have taxable income even though
you have not  received  any  payments  under the policy.  To the extent that any
segregated  asset  account with respect to a variable  life  insurance  contract
invests   exclusively   in  securities   issued  by  the  U.S.   Treasury,   the
diversification  standard is satisfied.  A segregated  asset account  underlying
life insurance  contracts such as the policy will also meet the  diversification
requirements if, as of the close of each quarter:

     o    the  regulated  investment  companies  in which the  segregated  asset
          account  invest  satisfy the  diversification  requirements  described
          below; and

     o    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.

Alternatively, the diversification requirements may be met for each if:

     o    no more than 55% of the value of the total assets of the  portfolio is
          represented by any one investment;

     o    no more than 70% of the value of the total assets of the  portfolio is
          represented by any two investments;

     o    no more than 80% of the value of the total assets of the  portfolio is
          represented by any three investments; and

     o    no more than 90% of the value of the total assets of the  portfolio is
          represented by any four investments.

There are several ways for investments to meet the diversification requirements.
Generally, each United States government agency or instrumentality is treated as
a separate issuer under these rules.

All securities of the same issuer are generally treated as a single investment.

We intend that each portfolio in which the subaccounts invest will be managed by
its investment adviser in compliance with these diversification  requirements. A
variable  life  insurance  policy  could fail to be treated as a life  insurance
contract  for tax  purposes if the owner of the policy has such control over the
investments  underlying the policy (e.g., by being able to transfer values among
subaccounts with only limited  restrictions) so as to be considered the owner of
the underlying  investments.  There is some uncertainty on this point because no
guidelines have been issued by the Treasury  Department.  If and when guidelines
are issued, we may be required to impose limitations on you're rights to control
investment  designations  under  the  policy.  We do not know  whether  any such
guidelines will be issued or whether any such guidelines  would have retroactive
effect. We, therefore,  reserve the right to make changes that we deem necessary
to insure that the policy qualifies as a life insurance contract.

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 has not issued final
regulations  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 contract.

With  respect  to a policy  issued on the basis of a  standard  rate  class,  we
believe  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 you pay the
full amount of premiums permitted under the policy.

If  subsequent  guidance  issued under  Section 7702 leads us to conclude that a
policy does not (or may not) satisfy Section 7702, we will take  appropriate and
necessary steps for the purpose of bringing the policy into  compliance,  but we
can give no  assurance  that it will be  possible  to achieve  that  result.  We
expressly reserve the right to restrict policy transactions if we determine such
action to be necessary to qualify the policy as a life insurance contracts under
Section 7702.

Tax Treatment of Policy Benefits In General

This  discussion  assumes  that each  policy  will  qualify as a life  insurance
contract for federal  income tax purposes  under Section 7702. The death benefit
under the  policy  should  be  excluded  from the  taxable  gross  income of the
Beneficiary.  In addition,  the increases in the Policy Account Value should not
be  taxed  until  there  has  been a  distribution  from  the  policy  such as a
surrender, partial surrender or lapse with loan.

Pre-Death Distribution

The tax treatment of any  distribution  you receive  before the Insured's  death
depends on whether the policy is classified as a modified endowment contract.

Policies Not Classified as Modified Endowment Contracts

o    If you  surrender  the  policy or allow it to lapse,  you will not be taxed
     except to the extent the  amount you  receive is in excess of the  premiums
     you paid  less the  untaxed  portion  of any  prior  withdrawals.  For this
     purpose, you will be treated as receiving any portion of the cash surrender
     value policy debt.  The tax  consequences  of a surrender may differ if you
     take the proceeds under an income payment settlement option.

o    Generally,  you will be taxed on a withdrawal  to the extent the amount you
     receive  exceeds  the  premiums  you paid for the policy  less the  untaxed
     portion   of  any  prior   withdrawals.   However,   under   some   limited
     circumstances,  in  the  first  15  Policy  Years,  all or a  portion  of a
     withdrawal  may be taxed if the cash value exceeds the total  premiums paid
     less  the  untaxed  portions  of  any  prior  withdrawals,  even  if  total
     withdrawals do not exceed total premiums

o    Extra premiums for optional  benefits and riders  generally do not count in
     computing the premiums paid for the policy for the purposes of  determining
     whether a withdrawal is taxable.

o    Loans you take  against the policy are  ordinarily  treated as debt and are
     not considered distributions subject to tax.

 Modified Endowment Contracts

o    The  rules  change if the  policy is  classified  as a  modified  endowment
     contract  ("MEC").  The policy  could be  classified  as a MEC if  premiums
     substantially in excess of scheduled premiums are paid or a decrease in the
     face amount of  insurance is made (or a rider  removed).  The addition of a
     rider or an  increase in the face  amount of  insurance  may also cause the
     policy to be  classified  as a MEC.  The rules on whether a policy  will be
     treated as a MEC are very  complex  and cannot be fully  described  in this
     summary.  You should consult a qualified tax adviser to determine whether a
     policy transaction will cause the policy to be classified as a MEC. We will
     monitor your policy and will take steps reasonably  necessary to notify you
     on a timely basis if your policy is in jeopardy of becoming a MEC.

o    If the policy is  classified  as a MEC,  then amounts you receive under the
     policy before the Insured's  death,  including loans and  withdrawals,  are
     included  in income to the  extent  that the cash  value  before  surrender
     charges exceeds the premiums paid for the policy increased by the amount of
     any loans previously  included in income and reduced by any untaxed amounts
     previously  received  other  than the amount of any loans  excludable  from
     income. An assignment of a MEC is taxable in the same way. These rules also
     apply to pre-death distributions, including loans, made during the two-year
     period before the time that the policy became a MEC.

o    Any taxable income on pre-death  distributions  (including full surrenders)
     is subject to a penalty  of 10% unless the amount is  received  on or after
     age 59 1/2, on account of your becoming  disabled or as a life annuity.  It
     is presently  unclear how the penalty tax provisions  apply to the Policies
     owned by businesses.

o    All MECs issued by us to you during the same calendar year are treated as a
     single policy for purposes of applying these rules.

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 the Code and thus will not be tax  deductible.  In addition,  the
deduction  of interest  that is  incurred on any loan under a policy  owned by a
taxpayer and covering the life of any  individual  who is an officer or employee
of or who is financially  interested in the business carried on by that taxpayer
may also be  subject  to certain  restrictions  set forth in Section  264 of the
Code.  Before  taking a loan,  you  should  consult a tax  adviser as to the tax
consequences of such a loan. (Also Section 264 of the Code may preclude business
owners from deducting premium payments.)

Policy Exchanges and Modifications. Depending on the circumstances, the exchange
of a Policy, a change in the death benefit option, a loan, a partial  surrender,
a surrender,  a change in owners 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.  We are  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.  You are not permitted to
elect out of withholding if you do not provide a social security number or other
taxpayer identification number. 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, you should examine the
applicable  tax rules  relating to such plans and life  insurance  thereunder in
consultation with a qualified tax adviser.

Possible Charge for the Company's Taxes

At the present time, we do not deduct any charges for any federal state or local
income  taxes.  However,  we do currently  deduct  charges for state and federal
premium  based taxes and the federal DAC tax. We reserve the right in the future
to deduct a charge for any such tax or other economic burden  resulting from the
application of the tax laws that we determine to be properly attributable to the
Separate Account or to the policy.


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

                           Distribution of the 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) 70 Pine Street, New York, New
York, an affiliate of ours.  AIGESC may also enter into selling  agreements with
other broker dealers that will offer the policy.

Commissions may be paid to registered representatives based on premiums paid for
Policies sold. 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 policy.

Other Policies Issued by the Company

We may offer other policies similar to those offered herein.


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

                            About Us and the Accounts

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


   
AIG Life Insurance Company

We are a stock life  insurance  company  initially  organized  under the laws of
Pennsylvania and reorganized under the laws of Delaware. We were incorporated in
1962.  We  provide  a full  range of  individual  and  group  life,  disability,
accidental death and dismemberment  policies and annuities.  We are a subsidiary
of American  International  Group, Inc., which is a 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.
    

Year 2000

The Year 2000 issue arises from computer programs being written using two digits
rather than four digits to define the  applicable  year.  This could result in a
failure of the information  technology  systems (IT systems) and other equipment
containing  imbedded  technology  (non-IT  systems)  in the year  2000,  causing
disruption of our operations and of our lessees,  vendors, or business partners.
We have  developed  a plan to  address  the Year 2000  issue as it  affects  our
internal IT and non-IT systems, and to assess Year 2000 issues relating to third
parties with whom we have critical relationships.

Our plan for addressing internal systems includes:

o    an assessment of internal IT and non-IT  systems and equipment  affected by
     the Year 2000 issue;

o    definition of strategies to address affected systems and equipment;

o    remediation of identified affected systems and equipment; and

o    internal certification that each internal system is Year 2000 compliant.

We have remediated,  tested and returned to production  substantially all of our
internal IT systems.  We continue to remediate and test internal  non-IT systems
and expect to complete our remediation by mid-1999.

We have also initiated formal communications with respect to the Year 2000 issue
to those third parties which have significant interaction with us. Currently, we
are unable to ascertain whether all such third parties will successfully address
the Year 2000 issue,  particularly those third parties outside the United States
where it is believed that  remediation  efforts  relating to the Year 2000 issue
may be less advanced. While we expect to have no interruption of operations as a
result of internal IT and non-IT systems, significant uncertainties remain about
the  effect  on us of third  parties  who are not Year 2000  compliant.  We will
continue to monitor third party Year 2000 issue  readiness to determine  whether
additional or alternative  measures may be necessary.  Such measures may include
selecting  alternate  third  parties or other  actions  designed to mitigate the
effects of a third party's lack of preparedness.  There can be no assurance that
unresolved  Year 2000 issues of third  parties will not have a material  adverse
impact on our results of operations,  financial  condition or liquidity.  We are
considering  the effects of Year 2000 related  failures on our business  and, as
the most reasonably likely worst case scenarios become more clearly  identified,
we will develop appropriate contingency plans.

The funds,  like other  third  parties,  may not have  resolved  their Year 2000
issues that may have a material  adverse impact on your contract  values as well
as our operations  and we cannot assure that it will.  Please refer to Year 2000
discussions in the fund's prospectus.

The Separate Account

   
We established the Separate Account as a separate  investment account on June 5,
1986.  It is used to  support  the  policy  and other  variable  life  insurance
policies,  and may be used for other permitted purposes. The Separate Account is
registered  with the  Securities  and Exchange  Commission as a unit  investment
trust under the federal  securities  laws and qualifies as a "separate  account"
within the meaning of these laws.

Although you may have allocated  your Policy  Account Value to the  subaccounts,
you do not own these assets.  You only own your policy. We own the assets in the
Separate  Account.  The Separate Account may include other subaccounts which are
not available under the policy.
    

Income, gains and losses,  realized or unrealized,  of a subaccount are credited
to or charged against the subaccount  without regard to any of our other income,
gains or losses.  Assets equal to the reserves  and other  contract  liabilities
with respect to each subaccount are not chargeable with liabilities  arising out
of any of our other  businesses or separate  accounts.  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 policy.

We have reserved certain rights regarding the Separate Account. We will exercise
these rights only in compliance with all applicable regulatory requirements.  We
have the right to:

o    Change, add or delete designated investment options.

o    Add or remove subaccounts.

o    Withdraw  assets of a class of policies to which the policy  belongs from a
     subaccount  and put them in another  subaccount.  o Combine any two or more
     subaccounts.

o    Register  other separate  accounts or deregister the Separate  Account with
     the Securities and Exchange Commission.

o    Run the Separate Account under the direction of a committee,  and discharge
     such committee at any time.

o    Restrict or eliminate  any voting  rights of Owners,  or other  persons who
     have voting rights as to the Separate Account.

   
o    Operate  the  Separate  Account  or one or more of the  subaccounts  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
     investments that are legal, as determined by our counsel.
    

We will not change an  investment  adviser or any  investment of a subaccount of
our  Separate  Account  unless  approved by the  Commissioner  of  Insurance  of
Delaware  or deemed  approved in  accordance  with such law or  regulation.  Any
approval  process  is on file with the  insurance  supervisory  official  of the
jurisdiction in which this policy is delivered.

If any change we make results in a material change in the underlying investments
of a subaccount,  we will notify you of such a change. If you have value in that
subaccount:

o    We will transfer it at your written direction from that subaccount (without
     charge) to another subaccount or to the Guaranteed Account, and

o    You may then change your premium allocation percentages

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  portfolios.
However,  as required by law,  we will vote  shares held in the  subaccounts  at
regular and special  meetings of  shareholders  of the  portfolios in accordance
with  instructions  we receive  from  Owners with  Policy  Account  Value in the
subaccounts.  If allowed  by law or  required  by law we may vote  shares of the
portfolios  without  obtaining  instructions  or in disregard to instructions we
have received.  If we ever disregard voting instructions,  we will advise you of
that action and our reasons for such action in the next semiannual report.

The Guaranteed Account

The Guaranteed  Account is an account within the general account of the company.
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.

We have not registered:

o    interests in the Guaranteed Account under the Securities Act of 1933, and

o    the Guaranteed Account as an investment company.

The  staff of the  Securities  and  Exchange  Commission  has not  reviewed  our
disclosure on the Guaranteed  Account.  Our disclosure  regarding the Guaranteed
Account  must  comply  with  generally  applicable  provisions  of  the  federal
securities laws relating to the accuracy and  completeness of statements made in
a prospectus.

   

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

                      Our Directors and Executive Officers

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


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.

                                                Principal Business Affiliations
                                                and Principal Occupations
Name and Address            Office              During Past Five Years
- -----------------------     ---------           --------------------------------

Michele L. Abruzzo          Director, Sr. Exec. Senior Vice President of
80 Pine Street              Vice President      American International Life
13th Floor                                      Assurance Company of New
New York, NY 10005                              York

Paul S. Bell                Director,  Sr. Vice Sr. Vice President Actuary
One Alico Plaza             President Chief     of American International
600 King Street             Actuary             Life Assurance Company of New
Wilmington DE 19801                             York

Maurice R. Greenberg        Director            Director, Chairman and
70 Pine Street                                  Chief Executive Officer of
New  York, NY  10270                            AIG, Inc.

Howard E. Gunton, Jr.       Chief Financial     Sr. Vice President and
One Alico Plaza             Officer, Senior     Comptroller  of American
600 King Street             Vice President      International Life Assurance
Wilmington, DE  19801                           Company of New York

Edward Easton Matthews      Director, Senior    Vice Chairman of Investments and
70 Pine Street             Vice President       Financial Services of AIG, Inc.
New York, NY  10270

Jerome Thomas Muldowney     Director            Senior Vice President of
175 Water Street            Senior              American International Life
New York, NY  10038         Vice                Assurance Company of New York,
                            President           Senior Managing Director of
                                                AIG Global Investment Corp.

Michael Mullin              Chief Operating     Senior Vice President
One Alico Plaza             Officer, Senior     of American International Life
600 King Street             Vice President      Assurance Company of New York
Wilmington, DE  19801

Robinson K. Nottingham      Director, Chairman  Chairman of the Board and
70 Pine Street              of the Board        Chief Executive Officer of
New York, NY  10270                             American International Life
                                                Insurance Company (ALICO)
<PAGE>

                                                Principal Business Affiliations
                                                and Principal Occupations
Name and Address            Office              During Past Five Years
- -----------------------     ---------           --------------------------------

Nicholas A. O'Kulich        Director, Vice      Vice President, Senior Vice
70 Pine Street              Chairman, Treasurer President of AIG, Inc.
New York, NY  10270

Howard Ian Smith            Director            Director, Executive Vice
70 Pine Street                                  President, Chief Financial
New York, NY  10270                             Officer and Comptroller of
                                                AIG, Inc.

Edmund Sze-Wing Tse         Director            Vice Chairman of AIG, Inc.
AIA Bldg.
70 Pine Street
New York, NY  10270

Elizabeth M. Tuck           Secretary           Secretary and Assistant
70 Pine Street                                  Secretary of AIG, Inc. and
New York, NY  10270                             certain affiliates

Gerald Walter Wyndorf       Director, Chief     Executive Vice President of
80 Pine Street              Executive Officer   American International Life
13th Floor                  and President       Assurance Company of New York
New York, NY 10038

    

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

                                Other Information

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


State Regulation

We are  subject to the laws of Delaware  governing  insurance  companies  and to
regulation by the Delaware Insurance Department.  We file an annual statement in
a prescribed form with the Insurance Department each year covering our operation
for the  preceding  year and our  final  condition  as of the end of such  year.
Regulation  by  the  Insurance  Department  includes  periodic  examinations  to
determine our policy  liabilities and reserves so that the Insurance  Department
may certify the items are correct.  Our 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, we are subject to regulation under the insurance laws
of other jurisdictions in which we may operate.

Legal Proceedings

There are no legal  proceedings  to which the Separate  Account or the principal
underwriter  is a party.  We are engaged in various kinds of routine  litigation
which, in our opinion,  are not of material  importance in relation to our total
capital and surplus.

Experts

The financial  statements  which appear in this  prospectus have been audited by
PricewaterhouseCoopers  LLP, independent certified public accountants, as stated
in its 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 LLP of  Washington,
D.C.

Published Ratings

We may occasionally publish in advertisements,  sales literature and reports the
ratings and other information  assigned to us 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 rating  organization's  opinion of our
financial  strength and should not be  considered  as bearing on the  investment
performance of assets held in the Separate Account.

The ratings are not  recommendations  to purchase our 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  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

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

<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, 1998, 1997 AND 1996


<PAGE>
Report of Independent Accountants

To the Stockholders and Board of Directors
AIG Life Insurance Company

In our opinion,  the accompanying  balance sheets and the related  statements of
income,  capital funds, cash flows, and comprehensive  income present fairly, in
all material  respects,  the financial position of AIG Life Insurance Company (a
wholly-owned  subsidiary of American  International Group, Inc.) at December 31,
1998 and 1997,  and the results of its operations and its cash flows for each of
the three years in the period  ended  December  31,  1998,  in  conformity  with
generally accepted  accounting  principles.  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 of these  statements  in  accordance  with  generally  accepted  auditing
standards which 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,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.






February 5, 1999




<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                 BALANCE SHEETS
                                 (in thousands)
<TABLE>


                                                                           December31,         December 31,
                                                                              1998                  1997        
Assets
<S>                                                                         <C>                   <C>  
Investments and cash:
     Fixed maturities:      
        Bonds available for sale, at market value                           $ 4,238,045           $ 2,984,255
        (cost: 1998 - $4,081,008: 1997 - $2,826,088)
     Equity securities:
        Common stock
        (cost: 1998 - $901: 1997 - $1,381)                                        2,410                 2,775
         Preferred stock
        (cost: 1998 - $18,250 : 1997 - $250)                                     19,338                   250
Mortgage loans on real estate, net                                              468,342               350,823
Real estate, net of accumulated
 depreciation of $4,351 in 1998; and $4,740 in 1997                              13,002                15,940
Policy loans                                                                  1,010,969             1,496,837
Other invested assets                                                            81,916                56,219
Short-term investments                                                          163,704               667,912
Cash                                                                              4,788                 5,132
                                                                         --------------         -------------

    Total investments and cash                                                6,002,514             5,580,143


Amounts due from related parties                                                 17,330                11,446
Investment income due and accrued                                                94,029                85,135
Premium and insurance balances receivable-net                                    56,583                46,937
Reinsurance assets                                                               72,044                60,744
Deferred policy acquisition costs                                               167,840               118,535
Federal income tax receivable                                                     4,207                     -
Separate and variable accounts                                                1,971,280             1,204,643
Other assets                                                                      6,228                 4,855
                                                                         --------------         -------------

                                    Total assets                            $ 8,392,055           $ 7,112,438
                                                                             ==========            ==========

</TABLE>

                 See accompanying notes to financial statements.


<PAGE>

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

<TABLE>
                                                                         December 31,           December 31,
                                                                            1998                   1997       
Liabilities
<S>                                                                         <C>                   <C>  
  Policyholders' funds on deposit                                           $ 4,472,854             $ 3,745,902
  Future policy benefits                                                      1,002,244                 749,918
  Reserve for unearned premiums                                                  21,468                  24,108
  Policy and contract claims                                                    200,193                 199,069
  Reserve for commissions, expenses and taxes                                    25,702                  16,103
  Insurance balances payable                                                     56,263                  47,372
  Amounts due to related parties                                                  4,119                   3,945
  Federal income tax payable                                                          -                   1,684
  Deferred income taxes                                                          56,519                  37,498
  Separate and variable accounts                                              1,971,280               1,204,643
  Minority interest                                                               5,987                   6,067
  Other liabilities                                                              59,189                 621,585
                                                                          -------------            ------------


                                    Total liabilities                         7,875,818               6,657,894
                                                                            -----------             -----------


Capital funds


  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                 153,283
  Retained earnings                                                             236,521                 181,887
  Accumulated other comprehensive income                                        121,549                 114,490
                                                                           ------------           -------------


                                    Total capital funds                         516,237                 454,544
                                                                           ------------            ------------


Total liabilities and capital funds                                         $ 8,392,055             $ 7,112,438
                                                                             ==========              ==========

</TABLE>

                 See accompanying notes to financial statements.


<PAGE>

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

                                                                             Years ended December 31,                      

                                                          1998                        1997                      1996           
                                                         ---------               --------------            ------------- 
<S>                                                    <C>                       <C>                      <C>           
Revenues:
  Premiums                                              $  616,964                 $   437,650              $   394,480
  Net investment income                                    457,148                     381,868                  504,661
  Realized capital (losses)                                   (334)                     (3,025)                     (51)
                                                     -------------               -------------           -------------


                  Total revenues                         1,073,778                     816,493                  899,090
                                                         ---------                 -----------               ----------


Benefits and expenses:
  Benefits to policyholders                                272,368                     188,969                  189,933
  Increase in future policy benefits
   and policyholders' funds on deposit                     547,100                     397,481                  495,529
  Acquisition and insurance expenses                       168,075                     163,533                  161,841
                                                        ----------                 -----------               ----------

                  Total benefits and expenses              987,543                     749,983                  847,303
                                                        ----------                 -----------               ----------


Income before income taxes                                  86,235                      66,510                   51,787
                                                       -----------                ------------               ----------

Income taxes (benefits):
   Current                                                  16,218                      20,059                   25,087
   Deferred                                                 15,220                       3,964                   (5,486)
                                                       -----------               -------------              -----------

      Total income taxes                                    31,438                      24,023                   19,601
                                                       -----------                 -----------               ----------

Net income before minority interest                         54,797                      42,487                   32,186
Minority interest income (loss)                               (163)                       (128)                     154
                                                      ------------                -------------            ------------

Net income                                             $    54,634                 $    42,359              $    32,340
                                                        ==========                  ==========               ==========
</TABLE>


                 See accompanying notes to financial statements.

<PAGE>

                           AIG LIFE INSURANCE COMPANY
                           STATEMENTS OF CAPITAL FUNDS
                                 (in thousands)

<TABLE>

                                                                         Years ended December 31,                  

                                                           1998                   1997                      1996    
                                                       ------------           ------------             -------------
<S>                                                    <C>                       <C>                      <C>         
Common Stock

Balance at beginning of year                          $       4,884           $      4,884             $      4,884
                                                       ------------            -----------              -----------

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



 Additional paid-in capital

Balance at beginning of year:                               153,283                123,283                  123,283
Capital contribution                                              -                 30,000                        -
                                                    ---------------             ----------           --------------
Balance at end of year                                      153,283                153,283                  123,283
                                                          ---------              ---------                ---------


Retained earnings

 Balance at beginning of year                               181,887                139,528                  107,188
 Net income                                                  54,634                 42,359                   32,340
                                                         ----------             ----------              -----------

 Balance at end of year                                     236,521                181,887                  139,528
                                                          ---------              ---------               ----------

Accumulated other comprehensive income

 Balance at beginning of year                               114,490                 62,814                   87,673
 Unrealized appreciation (depreciation) of
     investments - net of reclassification
     adjustments                                             10,860                 79,497                  (50,245)
 Deferred income tax (expense) benefit on
     changes                                                 (3,801)               (27,821)                  25,386
                                                        -----------             ----------               ----------

  Balance at end of year                                    121,549                114,490                   62,814
                                                          ---------              ---------               ----------



               Total capital funds                       $  516,237             $  454,544              $   330,509
                                                          =========              =========               ==========

</TABLE>

                 See accompanying notes to financial statements.



<PAGE>

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


                                                                                     Years ended December 31,           

                                                                            1998               1997              1996    
                                                                         -----------        ----------       ------------
<S>                                                                      <C>             <C>                <C>         
Cash flows from operating activities:
 Net income                                                              $   54,634      $     42,359       $      32,340
                                                                          ---------       -----------        ------------

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                                               250,810           121,325              72,151
 Change in premiums and insurance balances
  receivable and payable -net                                                  (753)           (5,346)             11,782
 Change in reinsurance assets                                               (11,301)          157,710             (10,627)
 Change in deferred policy acquisition costs                                (49,305)          (34,248)            (23,662)
 Change in investment income due and accrued                                 (8,894)           22,133             135,480
 Realized capital losses                                                        334             3,025                  51
 Change in current and deferred income taxes -net                             9,330             2,689              (7,133)
 Change in reserves for commissions, expenses and taxes                       9,599            13,243             (21,274)
 Change in other assets and liabilities - net                               (61,575)           69,582              12,733
                                                                         -----------      -----------        ------------
         Total adjustments                                                  138,245           350,113             169,501
                                                                          ---------        ----------         -----------
 Net cash provided by operating activities                                  192,879           392,472             201,841
                                                                          ---------        ----------         -----------

Cash flows from investing activities:
 Cost of fixed maturities at market, sold                                   282,756            23,816              40,098
 Cost of fixed maturities at market, matured or redeemed                    340,435           153,963             124,621
 Cost of equity securities sold                                               1,039             3,676               2,607
 Cost of real estate sold                                                     2,585                 -                   -
 Realized capital gains                                                       1,666             1,975                 (51)
 Purchase of fixed maturities                                            (1,865,768)         (804,262)           (524,245)
 Purchase of equity securities                                              (18,559)           (1,750)             (1,678)
 Purchase of real estate                                                       (341)             (413)               (881)
 Mortgage loans granted                                                    (202,484)          (87,690)            (74,590)
 Repayments of mortgage loans                                                83,035            29,298              16,416
 Change in policy loans                                                     485,868           377,124           1,087,765
 Change in short-term investments                                           504,208          (567,876)            102,616
 Change in other invested assets                                            (11,706)            6,294              11,002
 Other - net                                                                (27,908)           11,917                 (38)
                                                                         ----------       -----------      --------------

  Net cash (used in) provided by investing activities                      (425,174)         (853,928)            783,642
                                                                          ----------       -----------         ----------

Cash flows from financing activities:
 Change in policyholders' funds on deposit                                  231,951           430,808            (980,835)
 Proceeds from capital contribution                                           -                30,000                -
                                                                    ---------------       -----------   -----------------
   Net cash provided by (used in) financing activities                      231,951           460,808            (980,835)
                                                                          ---------        ----------         ------------

Change in cash                                                                 (344)             (648)              4,648
Cash at beginning of year                                                     5,132             5,780               1,132
                                                                       ------------      ------------       -------------
Cash at end of year                                                    $      4,788     $       5,132      $        5,780
                                                                        ===========      ============       =============
</TABLE>


                 See accompanying notes to financial statements.

<PAGE>

                           AIG LIFE INSURANCE COMPANY
                       STATEMENTS OF COMPREHENSIVE INCOME
                                 (in thousands)

<TABLE>

                                                                         Years ended December 31,                  

                                                           1998                   1997                      1996    
                                                       ------------           ------------             -------------
<S>                                                    <C>                   <C>                      <C>                
Comprehensive income

Net income                                            $      54,634          $      42,359             $     32,340
                                                       ------------           ------------              -----------



Other comprehensive income

Unrealized appreciation (depreciation) of
  investments - net of reclassification
  adjustments                                                10,860                 79,497                  (50,245)
 Changes due to deferred income tax benefit
       (expense) on changes and
       future policy benefits                                (3,801)               (27,821)                  25,386
                                                       ------------           -------------             -----------

  Other comprehensive income                                  7,059                 51,676                  (24,859)
                                                       ------------           ------------              -----------

 Comprehensive income                                  $     61,693           $     94,035            $       7,481
                                                        ===========            ===========             ============



</TABLE>



                 See accompanying notes to financial statements.


<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 their  estimated life.
          Common and  non-redeemable  preferred  stocks  are  carried at current
          market value. Dividend income is generally recognized when receivable.
          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  as a  separate
          component of  comprehensive  income,  net of deferred income taxes and
          future policy benefits in capital funds currently.

          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 as a
          separate  component of  comprehensive  income,  net of deferred income
          taxes in capital funds currently.

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

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

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

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

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

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

<PAGE>

1.   Summary of Significant Accounting Policies - (continued)

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

     (h)  Accounting Standards:

          In June 1997, the Financial  Accounting  Standards Board (FASB) issued
          Statement  of  Financial   Accounting  Standards  No.  130  "Reporting
          Comprehensive Income" (FASB 130) and Statement of Financial Accounting
          Standards No. 131  "Disclosure  about  Segments of an  Enterprise  and
          Related Information" (FASB 131).

          FASB 130 establishes standards for reporting  comprehensive income and
          its components in a full set of general purpose financial  statements.
          FASB 130 was effective for the Company as of January 1, 1998. FASB 130
          had no  impact  on the  Company's  results  of  operations,  financial
          condition or liquidity.

          FASB 131  establishes  standards for the way companies are required to
          disclose   information  about  their  operating   segments  in  annual
          financial  statements and in interim  financial  statements.  FASB 131
          establishes,  where practicable,  standards with respect to geographic
          areas,  among other things.  Certain  descriptive  information is also
          required.  FASB 131 has been  adopted for the year ended  December 31,
          1998 by the Parent, whose operations are conducted principally through
          three  business  segments:   General  Insurance,  Life  Insurance  and
          Financial Services. All operations of the Company fall within the Life
          Insurance segment.

          In  February  1998,  FASB issued  Statement  of  Financial  Accounting
          Standards No. 132  "Employers'  Disclosures  about  Pensions and Other
          Postretirement  Benefits" (FASB 132). This statement  requires revised
          disclosures about pension and other  postretirement  benefit plans and
          does not change the  measurement or recognition of these plans.  Also,
          FASB 132  requires  additional  information  on changes in the benefit
          obligations and fair values of plan assets. FASB 132 was effective for
          the year ended  December  31, 1998 and has been adopted by the Parent.
          Information regarding the pension and postretirement  benefit plans is
          not computed on a subsidiary basis, but rather on a consolidated basis
          for all subsidiaries of the Parent and, accordingly,  is not presented
          herein.

          In June 1998, FASB issued Statement of Financial  Accounting Standards
          No. 133 "Accounting for Derivative Instruments and Hedging Activities"
          (FASB 133).  This  statement  requires  the Company to  recognize  all
          derivatives  in  the   consolidated   balance  sheet  measuring  these
          derivatives at fair value.  The  recognition of the change in the fair
          value of a derivative  depends on a number of factors,  including  the
          intended use of the derivative.  The Company  believes that the impact
          of FASB 133 on its  results  of  operations,  financial  condition  or
          liquidity will not be significant.  FASB 133 is effective for the year
          commencing January 1, 2000.

          In December 1997, the Accounting  Standards Executive Committee of the
          American  Institute of Certified  Public  Accountants  (AcSEC)  issued
          Statement of Position  (SOP) 97-3,  "Accounting by Insurance and Other
          Enterprises  for   Insurance-Related   Assessments."   This  statement
          provides   guidance   for   the   recording   of   a   liability   for
          insurance-related assessments. The statement requires that a liability
          be recognized in certain defined  circumstances.  The Company believes
          that the  impact  of this  statement  on its  results  of  operations,
          financial  condition  or  liquidity  will  not  be  significant.  This
          statement is effective for the year commencing January 1, 1999.


<PAGE>


1.   Summary of Significant Accounting Policies - (continued)

     (h)  Accounting Standards - (continued):

          In  October  1998,  AcSEC  issued  SOP  98-7,   "Deposit   Accounting:
          Accounting  for  Insurance  and  Reinsurance  Contracts  That  Do  Not
          Transfer Insurance Risk." This statement identifies several methods of
          deposit  accounting and provides  guidance on the  application of each
          method. This statement classifies insurance and reinsurance  contracts
          for which the deposit  method is  appropriate  as  contracts  that (i)
          transfer only significant  timing risk, (ii) transfer only significant
          underwriting  risk,  (iii)  transfer  neither  significant  timing nor
          underwriting  risk, and (iv) have an  indeterminate  risk. The Company
          believes  that  the  impact  of  this  statement  on  its  results  of
          operations,  financial condition or liquidity will not be significant.
          This statement is effective for the year  commencing  January 1, 2000.
          Restatement  of  previously   issued   financial   statements  is  not
          permitted.

     (i)  The financial  statements for 1997 and 1996 have been  reclassified to
          conform to the 1998 presentation.

2.   Investment Information

     (a)  Statutory Deposits: Securities with a carrying value of $2,448,000 and
          $2,454,000  were  deposited  by  the  Company  under  requirements  of
          regulatory authorities as of December 31, 1998 and 1997, respectively.

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

<TABLE>
                                                            Years ended December 31,        
                                                       1998              1997             1996 

<S>                                                 <C>               <C>              <C>     
        Fixed maturities                            $284,267          $200,097         $164,548
        Equity securities                                622                58              219
        Mortgage loans                                36,464            28,714           22,797
        Real estate                                    2,406             2,254            2,125
        Policy loans                                 120,927           148,555          314,020
        Cash and short-term investments                9,346             3,582            2,924
          Other invested assets                        8,015             2,380            2,549
                                                   ---------         ---------        ---------
                  Total investment income            462,047           385,640          509,182
        Investment expenses                            4,899             3,772            4,521
                                                   ---------         ---------        ---------

                  Net investment income             $457,148          $381,868         $504,661
                                                     =======           =======          =======


</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 1998, 1997 and 1996 are summarized below (in thousands):

<TABLE>
                                                                                       Years ended December 31,         
                                                                                 1998              1997            1996    
<S>                                                                           <C>              <C>           <C>    
    Net realized (losses) gains on investments:
        Fixed maturities                                                      $     -            $    -        $      (79)
        Equity securities                                                           84             1,975               28
        Mortgage loans                                                          (2,000)           (5,000)               -
        Real estate                                                              1,561                 -                -
        Other invested assets                                                       21                 -                -
                                                                             ---------       -----------     ------------
        Net realized gains                                                    $   (334)         $ (3,025)     $       (51)
                                                                               =======           =======       ==========

    Change in unrealized appreciation (depreciation) of investments:
          Fixed maturities                                                   $  (1,131)          $77,422         $(58,659)
        Equity securities                                                        1,203              (626)           1,517
          Other invested assets                                                 10,788             2,701            6,897
                                                                             ---------           -------        ---------
        Net change in unrealized appreciation
          (depreciation) of investments                                      $  10,860           $79,497         $(50,245)
                                                                              ========            ======          =======

</TABLE>

     Proceeds from the sale of investments in fixed maturities during 1998, 1997
     and 1996 were $282,756,000, $23,816,000, and $40,098,000, respectively.

     During  1998,  1997  and  1996,  gross  gains  of  $0,  $0,  and  $176,000,
     respectively, and gross losses of $0, $0, and $255,000,  respectively, were
     realized on dispositions of fixed maturity investments.

     During  1998,  1997 and  1996,  gross  gains of  $84,000,  $1,975,000,  and
     $28,000, respectively, were realized on disposition of equity securities.

(d)  Market  Value  of  Fixed   Maturities   and  Unrealized   Appreciation   of
     Investments:  At December  31, 1998 and 1997,  unrealized  appreciation  of
     investments in equity securities  (before  applicable taxes) included gross
     gains of  $2,854,000  and  $1,530,000  and  gross  losses of  $257,000  and
     $136,000, respectively.

     The amortized  cost and estimated  market  values of  investments  in fixed
     maturities at December 31, 1998 and 1997 are as follows (in thousands):

<TABLE>
                                                                              Gross            Gross
        1998                                              Amortized         Unrealized        Unrealized      Market
        ----                                               Cost               Gains            Losses          Value  
<S>                                                    <C>              <C>             <C>               <C>        
        Fixed maturities:
          U.S. Government and government
              agencies and authorities                   $   50,617     $      19,220   $          10     $    69,827
          States, municipalities and
              political subdivisions                        370,790            23,962           4,961         389,791
          Foreign governments                                30,431             7,201             -            37,632
          All other corporate                             3,629,170           156,316          44,691       3,740,795
                                                          ---------        ----------       ---------       ---------

        Total fixed maturities                           $4,081,008       $   206,699      $   49,662      $4,238,045
                                                          =========        ==========       =========       =========
</TABLE>
<PAGE>

2.   Investment Information - (continued)

<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>

          The  amortized  cost and estimated  market value of fixed  maturities,
          available for sale at December 31, 1998, 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                              $   139,701            $   144,918
        Due after one year through five years                  1,097,111              1,136,468
        Due after five years through ten years                 1,538,510              1,586,346
        Due after ten years                                    1,305,686              1,370,313
                                                              ----------              ---------

                                                             $ 4,081,008             $4,238,045
                                                               =========              =========
</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, 1998 and 1997, the market value of the CMO
          portfolio  was  $522,844,000  and  $445,739,000,   respectively;   the
          estimated  amortized cost was  approximately  $504,077,000 in 1998 and
          $426,760,000   in  1997.   The  Company's  CMO  portfolio  is  readily
          marketable.  There  were no  derivative  (high  risk)  CMO  securities
          contained in the portfolio at December 31, 1998.

     (f)  Fixed  Maturities  Below  Investment  Grade:  At December 31, 1998 and
          1997,  the  fixed  maturities  held by the  Company  that  were  below
          investment  grade had an aggregate  amortized cost of $344,609,000 and
          $242,573,000,   respectively,   and  an  aggregate   market  value  of
          $327,217,000 and $244,417,000, 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 capital
          funds at December 31, 1998 (in thousands):

          Other Invested Assets:
          Equity Linked Investors II, L.P.              $   60,271


<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).

                                                  Years ended December 31,    
                                            1998          1997           1996   
        Balance at beginning of year     $118,535       $84,287        $60,625
        Acquisition costs deferred         71,430        50,927         43,534
        Amortization charged to income    (22,125)      (16,679)       (19,872)
                                         --------      --------         ------
        Balance at end of year           $167,840      $118,535        $84,287
                                          =======       =======         ======

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, 1998 and 1997 follows (in thousands):

<TABLE>
                                                            1998                     1997   
                                                        -----------               ----------
<S>                                                    <C>                        <C>        
        Future Policy Benefits:
        Long duration contracts                        $   987,503                $   740,969
        Short duration contracts                            14,741                      8,949
                                                       -----------               ------------
                                                        $1,002,244                $   749,918
                                                         =========                 ==========

        Policyholders' funds on deposit:
        Annuities                                     $  1,385,203              $   1,265,490
        Universal life                                     184,460                    149,202
        Guaranteed investment contracts (GICs)             669,035                    379,049
        Corporate owned life insurance                   2,229,843                  1,948,558
           Other investment contracts                        4,313                      3,603
                                                      ------------               ------------
                                                      $  4,472,854              $   3,745,902
                                                      ============               ============
</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 10.1 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 7.1  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 1 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 1998 was 7.0 percent.

          (iv) The  universal  life funds,  exclusive  of  corporate  owned life
               insurance  business,  have credited interest rates of 5.6 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 1998,  1997 and  1996.  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,                               
                                         -------------------------------------------------------------------------------------
                                                   1998                        1997                       1996          
                                         -----------------------       -----------------------   ------------------------
                                               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                       $ 30,183       35.0%         $ 23,279     35.0%         $ 18,125      35.0%
        Prior year federal
             income tax benefit                 268         0.3               (6)           -           (51)     (0.1)
          State income tax                      599        0.7               673      1.0               850       1.6
        Other                                   388        0.5                77      0.1               677       1.3
                                           --------    -------        ----------    -----         ---------     -----
        Actual income tax expense           $31,438       36.5%         $ 24,023     36.1%         $ 19,601      37.8%
                                             ======     ======           =======     ====           =======      ====


</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,
                                                             1998                     1997
<S>                                                      <C>                     <C>        
    Deferred tax assets:
        Adjustment to life reserves                      $   59,903              $    51,992
        Adjustments to mortgage loans and
              investment income due and accrued               4,913                    4,250
        Adjustment to policy and contract claims              5,456                    8,816
        Other                                                 2,406                    4,292
                                                         ----------                ---------
                                                             72,678                   69,350
                                                          ---------                 --------
    Deferred tax liabilities:
        Deferred policy acquisition costs                $   55,308              $    37,559
        Unrealized appreciation on investments               65,445                   61,644
        Bond discount                                         4,911                    4,843
        Other                                                 3,533                    2,802
                                                         ----------              -----------
                                                            129,197                  106,848
                                                           --------                ---------

        Net deferred tax liability                       $   56,519               $   37,498
                                                          =========                =========

</TABLE>
     (c)  At December 31, 1998,  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 1998,  1997,  and 1996  amounted to  $21,184,000,
          $20,311,000, and $25,412,000, 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.   Contributions   totaling
     $10,963,000 have been made through December 31, 1998.

     During 1998, the Company entered into a partnership  agreement with Sankaty
     High Yield Asset Partners,  L.P. The agreement requires the Company to make
     capital   contributions   totaling   $2,500,000.   Contributions   totaling
     $1,868,000 have been made through December 31, 1998.

<PAGE>

7.   Fair Value of Financial Instruments

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

          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.

          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>

        1998                                       Fair             Carrying
                                                   Value             Amount 
<S>                                           <C>                  <C>         
        Cash and short-term investments       $    168,492         $    168,492
        Fixed maturities                         4,238,045            4,238,045
        Equity securities                           21,748               21,748
        Mortgage and policy loans                1,500,447            1,479,311

        Policyholders' funds on deposit        $ 4,554,644          $ 4,472,854

        1997                                       Fair             Carrying
                                                   Value             Amount 
        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

</TABLE>
<PAGE>
8.  Capital Funds

     (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 $35,350,000 during 1998,  however,  no
          dividends were paid during the year.

     (b)  The Company's capital funds as determined in accordance with statutory
          accounting  practices  was  $298,047,000  at  December  31,  1998  and
          $285,350,000  at December 31, 1997.  Statutory net income  amounted to
          $28,789,000,  $35,350,000  and  $47,074,000  for 1998,  1997 and 1996,
          respectively.

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

     (d)  Statement of Accounting Standards No. 130 "Comprehensive Income" (FASB
          130) was adopted by the Company  effective  January 1, 1998.  FASB 130
          establishes  standards  for  reporting  comprehensive  income  and its
          components as part of capital funds. The reclassification  adjustments
          with  respect  to  available  for  sale  securities  were  $(334,000),
          $(3,025,000)  and  $(51,000)  for December  31,  1998,  1997 and 1996,
          respectively.

9.   Employee Benefits

     (a)  The  Company   participates   with  its  affiliates  in  a  qualified,
          non-contributory,  defined  benefit pension plan which is administered
          by the Parent.  All  qualified  employees who have attained age 21 and
          completed  twelve  months  of  continuous   service  are  eligible  to
          participate  in this plan. An employee with 5 or more years of service
          is entitled to pension benefits beginning at normal retirement age 65.
          Benefits are based upon a  percentage  of average  final  compensation
          multiplied  by  years  of  credited  service  limited  to 44  years of
          credited service. 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,  1998,  1997  and  1996  were  approximately   $272,000,
          $373,000,  and  $400,000,  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, 1998 by
          $100,000,000.

          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 unfunded.

     (b)  The  Parent  also  sponsors  a  voluntary  savings  plan for  domestic
          employees  (a  401(k)  plan),  which,  during  the three  years  ended
          December 31,  1998,  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.


<PAGE>

9.   Employee Benefits - (continued)

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

     (d)  The Parent  applies APB  Opinion 25  "Accounting  for Stock  issued to
          Employees"  and related  interpretations  in accounting  for its stock
          based  compensation  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, 1998, the
          future minimum lease payments under  operating  leases were as follows
          (in thousands):

                    Year                                 Payment

                    1999                               $   4,251
                    2000                                   2,980
                    2001                                   2,530
                    2002                                   2,380
                    2003                                   1,870
                    Remaining years after 2003             1,571
                                                         -------

                    Total                              $  15,582

          Rent expense approximated $4,450,000,  $3,881,000,  and $4,263,000 for
          the years ended December 31, 1998, 1997 and 1996, 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  
 December 31, 1998                                                                                            of Amount    
                                                                                                               Assumed 
                                             Gross               Ceded          Assumed             Net         to Net

<S>                                       <C>                <C>              <C>              <C>                  <C> 
      Life Insurance in Force             $53,884,853        $19,921,930      $ 896,285        $34,859,208          2.6%
                                           =============      ==========       ========         ==========

        Premiums:
          Life                                184,487             54,134          2,022            132,375          1.5%
          Accident and Health                 155,199             82,614        142,878            215,463         66.3%
          Annuity                             269,126              -               -               269,126           -
                                         ------------      -----------------  --------------    ------------

        Total Premiums                  $     608,812       $    136,748      $ 144,900      $     616,964         23.5%
                                         ============        ===========       ========       ============

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

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

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

     (c)  Reinsurance  recoveries,  which  reduced  death  and  other  benefits,
          approximated    $111,580,000,     $100,029,000,    and    $54,456,000,
          respectively,  for each of the years ended December 31, 1998, 1997 and
          1996.

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

12.  Transactions with Related Parties

     (a)  The  Company  is  party to  several  reinsurance  agreements  with its
          affiliates  covering  certain life and  accident and health  insurance
          risks.  Premium  income  and  commission  ceded for 1998  amounted  to
          $1,237,000  and $1,000,  respectively.  Premium  income and commission
          ceded  for 1997  amounted  to  $1,251,000  and  $1,000,  respectively.
          Premium  income  and  commission  ceded  to  affiliates   amounted  to
          $1,345,000 and $0 for the year ended December 31, 1996. Premium income
          and ceding  commission  expense  assumed  from  affiliates  aggregated
          $131,771,000  and  $31,584,000,  respectively,  for 1998,  compared to
          $110,529,000 and $24,853,000, respectively, for 1997, and $103,885,000
          and $27,609,000, respectively for 1996.

     (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,  1998,  1997 and 1996,  the Company was
          charged $40,417,000,  $37,846,000 and $28,277,000,  respectively,  for
          expenses attributed to the Company but incurred by affiliates.  During
          the same period, the Company received  reimbursements  from affiliates
          aggregating  $23,132,000,  $18,134,000 and $17,598,000,  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  to the Company  from  Delaware  American  Life  Insurance
          Company.

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


<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS


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

In our opinion,  the  accompanying  statements of assets and  liabilities of AIG
Life Insurance Company Variable Account II (comprising twenty-seven subaccounts,
hereafter  collectively  referred to as  "Variable  Account II") and the related
statements  of  operations  and  changes in net assets  present  fairly,  in all
material respects, the financial position of Variable Account II at December 31,
1998,  and the results of its operations for the year then ended and the changes
in its net  assets  for  each of the two  years in the  period  then  ended,  in
conformity  with  generally  accepted  accounting  principles.  These  financial
statements are the  responsibility of the management of Variable Account II; our
responsibility  is to express an opinion on these financial  statements based on
our audits.  We conducted  our audits of these  statements  in  accordance  with
generally accepted auditing standards which 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,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe  that our audits  provide a reasonable  basis for the opinion  expressed
above.






March 12, 1999




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

                       STATEMENT OF ASSETS AND LIABILITIES
                                DECEMBER 31, 1998
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------

ASSETS:
 Investments at Market Value:

                                                          Shares             Cost                  Market Value
                                                 ------------------------------------------------------------------------
                                                 ------------------------------------------------------------------------
    <S>                                          <C>                     <C>                      <C>
    Aim
      Capital Appreciation Portfolio                7,967.361             $ 174,945                 $ 200,777
      International Equity Portfolio               12,467.656               236,877                   244,616
    Alliance
      Conservative Investors Portfolio              2,351.573                31,263                    32,995
      Global Bond Portfolio                           688.066                 8,257                     8,547
      Global Dollar Government Portfolio               21.880                   212                       222
      Growth Portfolio                            103,752.036             2,269,574                 2,827,243
      Growth & Income Portfolio                   114,967.436             2,371,168                 2,510,891
      Growth Investors Portfolio                   11,980.789               170,031                   195,648
      Money Market Portfolio                       20,485.370                20,484                    20,484
      Premier Growth Portfolio                      4,897.459               135,406                   151,967
      Technology Portfolio                         42,154.382               625,961                   808,100
      Total Return Portfolio                          140.114                 2,418                     2,530
      Quasar Portfolio                             29,073.531               378,222                   323,880
      U.S. Government High Grade Portfolio             78.903                   967                       968
      Utility Income Portfolio                         53.953                   967                     1,020
    Dreyfus
      Small Company Stock Portfolio                16,436.564               244,881                   248,028
      Stock Index Portfolio                        83,498.512             2,317,307                 2,715,365
      Zero Coupon 2000 Portfolio                    1,086.434                13,465                    13,579
    Fidelity
      Asset Manager Portfolio                      43,714.023               749,687                   793,844
      Contrafund Portfolio                         12,145.716               259,365                   296,842
      Growth Portfolio                             67,940.819             2,451,577                 3,048,504
      High Income Portfolio                        22,836.942               281,130                   263,309
      Investment Grade Bond Portfolio              16,104.772               202,456                   208,718
      Money Market Portfolio                    2,748,418.390             2,748,419                 2,748,419
      Overseas Portfolio                           18,964.028               376,478                   380,231
    Van Eck
      Worldwide Emerging Markets Portfolio          4,148.930                26,887                    29,539
      Worldwide Hard Assets Portfolio               3,756.723                47,156                    34,560
    Weiss,Peck & Greer
      Tomorrow Long Term Portfolio                  6,383.661                54,490                    58,921
      Tomorrow MediumTerm Portfolio                   509.549                 4,670                     4,805
      Tomorrow Short Term Portfolio                   638.247                 6,677                     6,727

                                                              ----------------------   -----------------------
    Total Investments                                                  $ 16,211,397                18,181,279
         Total Assets                                                                            $ 18,181,279
                                                                                       =======================
                                                                                                     
 Contract Owners' Equity                                                                         $ 18,181,279
                                                                                       -----------------------
         Total Equity                                                                            $ 18,181,279
                                                                                       =======================
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>


                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT II

                             STATEMENT OF OPERATIONS
                      For The Year Ended December 31, 1998

<TABLE>
<CAPTION>


                                                                                Aim                   Aim
                                                                              Capital            International
                                                                           Appreciation             Equity
                                                        Total                Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                             $733,252                 $5,326                $1,878
Expenses:
    Mortality & Expense Risk Fees                          106,392                    694                 1,405
                                                    ---------------       ----------------      ----------------
Net Investment Income (Loss)                               626,860                  4,632                   473
                                                    ---------------       ----------------      ----------------
                                               
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                           519,608                   (371)              (22,044)
    Change in Unrealized Appreciation
        (Depreciation)                                   1,519,964                 25,833                 7,738
                                                    ---------------       ----------------      ----------------
    Net Gain (Loss) on Investments                       2,039,572                 25,462               (14,306)
                                                    ---------------       ----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                           $2,666,432                $30,094              ($13,833)
                                                    ===============       ================      ================
</TABLE>
<TABLE>
<CAPTION>

                                                                                                   Alliance
                                                       Alliance              Alliance               Global
                                                     Conservative             Global                Dollar
                                                      Investors                Bond               Government
                                                      Portfolio              Portfolio             Portfolio
<S>                                                <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                               $2,086                    $18                    $0
Expenses:
    Mortality & Expense Risk Fees                              263                     20                     0
                                                    ---------------       ----------------      ----------------
Net Investment Income (Loss)                                 1,823                     (2)                    0
                                                    ---------------       ----------------      ----------------
                                               
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                             1,083                     19                     2
    Change in Unrealized Appreciation
        (Depreciation)                                         691                    289                    10
                                                    ---------------       ----------------      ----------------
    Net Gain (Loss) on Investments                           1,774                    308                    12
                                                    ---------------       ----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                               $3,597                   $306                   $12
                                                    ===============       ================      ================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                                             Alliance
                                                                              Growth               Alliance
                                                       Alliance                  &                  Growth
                                                        Growth                Income               Investors
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                             $110,505               $111,284               $14,073
Expenses:                                                           
    Mortality & Expense Risk Fees                           16,449                 10,688                 1,473
                                                    ---------------       ----------------      ----------------
Net Investment Income (Loss)                                94,056                100,596                12,600
                                                    ---------------       ----------------      ----------------
                                                                    
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                            36,650                 55,743                 3,763
    Change in Unrealized Appreciation
        (Depreciation)                                     394,461                 63,586                17,434
                                                    ---------------       ----------------      ----------------
    Net Gain (Loss) on Investments                         431,111                119,329                21,197
                                                    ---------------       ----------------      ----------------
                                                                    
Increase (Decrease) in Net Assets
    Resulting From Operations                             $525,167               $219,925               $33,797
                                                    ===============       ================      ================
</TABLE>
<TABLE>
<CAPTION>


                                                                             Alliance              Alliance
                                                       Alliance                Money                Premier
                                                    International             Market                Growth
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                                   $0                 $2,482                  $233
Expenses:
    Mortality & Expense Risk Fees                              334                    482                 2,105
                                                    ---------------       ----------------      ----------------
Net Investment Income (Loss)                                  (334)                 2,000                (1,872)
                                                    ---------------       ----------------      ----------------
                                               
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                            54,637                      0                30,881
    Change in Unrealized Appreciation
        (Depreciation)                                           0                      0                16,562
                                                    ---------------       ----------------      ----------------
    Net Gain (Loss) on Investments                          54,637                      0                47,443
                                                    ---------------       ----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                              $54,303                 $2,000               $45,571
                                                    ===============       ================      ================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                                                             Alliance
                                                       Alliance                Total               Alliance
                                                      Technology              Return                Quasar
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                                 $715                     $0               $31,614
Expenses:
    Mortality & Expense Risk Fees                            5,537                      1                 3,978
                                                    ---------------       ----------------      ----------------
Net Investment Income (Loss)                                (4,822)                    (1)               27,636
                                                    ---------------       ----------------      ----------------
                                               
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                           171,268                      0                31,274
    Change in Unrealized Appreciation
        (Depreciation)                                     197,601                    112               (66,300)
                                                    ---------------       ----------------      ----------------

    Net Gain (Loss) on Investments                         368,869                    112               (35,026)
                                                    ---------------       ----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                             $364,047                   $111               ($7,390)
                                                    ===============       ================      ================

</TABLE>
<TABLE>
<CAPTION>
                                                       Alliance
                                                         U.S.                                       Dreyfus
                                                      Government                                     Small
                                                         High                Alliance               Company
                                                        Grade                Utility                 Stock
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                                   $0                     $0                $1,151
Expenses:
    Mortality & Expense Risk Fees                                0                      0                 1,653
                                                    ---------------       ----------------      ----------------

Net Investment Income (Loss)                                     0                      0                  (502)
                                                    ---------------       ----------------      ----------------
                                               
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                                 0                      0                (2,481)
    Change in Unrealized Appreciation
        (Depreciation)                                           0                     52                 8,859
                                                    ---------------       ----------------      ----------------
    Net Gain (Loss) on Investments                               0                     52                 6,378
                                                    ---------------       ----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                                   $0                    $52                $5,876
                                                    ===============       ================      ================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                                              Dreyfus
                                                       Dreyfus                 Zero                Fidelity
                                                        Stock                 Coupon                 Asset
                                                        Index                  2000                 Manager
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                              $30,188                   $705               $60,993
Expenses:
    Mortality & Expense Risk Fees                           16,095                    116                 5,125
                                                    ---------------       ----------------      ----------------
Net Investment Income (Loss)                                14,093                    589                55,868
                                                    ---------------       ----------------      ----------------
                                               
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                            90,160                    117                10,634
    Change in Unrealized Appreciation
        (Depreciation)                                     348,632                     37                18,503
                                                    ---------------       ----------------      ----------------

    Net Gain (Loss) on Investments                         438,792                    154                29,137
                                                    ---------------       ----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                             $452,885                   $743               $85,005
                                                    ===============       ================      ================

</TABLE>
<TABLE>
<CAPTION>
                                                                                                   Fidelity
                                                       Fidelity              Fidelity                High
                                                      Contrafund              Growth                Income
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                               $1,859               $181,333               $33,968
Expenses:
    Mortality & Expense Risk Fees                            1,067                 17,992                 2,593
                                                    ---------------       ----------------      ----------------
Net Investment Income (Loss)                                   792                163,341                31,375
                                                    ---------------       ----------------      ----------------
                                               
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                             3,199                 52,384                (5,310)
    Change in Unrealized Appreciation
        (Depreciation)                                      37,476                484,390               (31,433)
                                                    ---------------       ----------------      ----------------
    Net Gain (Loss) on Investments                          40,675                536,774               (36,743)
                                                    ---------------       ----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                              $41,467               $700,115               ($5,368)
                                                    ===============       ================      ================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                       Fidelity
                                                      Investment             Fidelity
                                                        Grade                  Money               Fidelity
                                                         Bond                 Market               Overseas
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                               $9,614                $72,672               $29,556
Expenses:
    Mortality & Expense Risk Fees                            1,360                 12,336                 3,291
                                                    ---------------       ----------------      ----------------
Net Investment Income (Loss)                                 8,254                 60,336                26,265
                                                    ---------------       ----------------      ----------------
                                               
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                              (104)                     0                22,548
    Change in Unrealized Appreciation
        (Depreciation)                                       2,966                      0                 1,403
                                                    ---------------       ----------------      ----------------
    Net Gain (Loss) on Investments                           2,862                      0                23,951
                                                    ---------------       ----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                              $11,116                $60,336               $50,216
                                                    ===============       ================      ================
</TABLE>
<TABLE>
<CAPTION>

                                                                              VanEck                VanEck
                                                        VanEck               Worldwide             Worldwide
                                                      Worldwide              Emerging                Hard
                                                       Balanced               Markets               Assets
                                                      Portfolio              Portfolio             Portfolio
<S>                                                <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                              $24,879                     $0                $4,567
Expenses:
    Mortality & Expense Risk Fees                              466                     80                   292
                                                    ---------------       ----------------      ----------------
Net Investment Income (Loss)                                24,413                    (80)                4,275
                                                    ---------------       ----------------      ----------------
                                               
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                           (10,944)                  (238)               (4,776)
    Change in Unrealized Appreciation
        (Depreciation)                                      (4,930)                 2,653               (11,854)
                                                    ---------------       ----------------      ----------------
    Net Gain (Loss) on Investments                         (15,874)                 2,415               (16,630)
                                                    ---------------       ----------------      ----------------
                                                                                           
Increase (Decrease) in Net Assets
    Resulting From Operations                               $8,539                 $2,335              ($12,355)
                                                    ===============       ================      ================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                         WP&G                  WP&G                  WP&G
                                                       Tomorrow              Tomorrow              Tomorrow
                                                         Long                 Medium                 Short
                                                         Term                  Term                  Term
                                                      Portfolio              Portfolio             Portfolio
<S>                                                <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                                 $948                   $287                  $318
Expenses:
    Mortality & Expense Risk Fees                              423                     41                    33
                                                    ---------------       ----------------      ----------------
Net Investment Income (Loss)                                   525                    246                   285
                                                    ---------------       ----------------      ----------------
                                               
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                             1,436                     31                    47
    Change in Unrealized Appreciation
        (Depreciation)                                       4,736                    390                    67
                                                    ---------------       ----------------      ----------------
    Net Gain (Loss) on Investments                           6,172                    421                   114
                                                    ---------------       ----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                               $6,697                   $667                  $399
                                                    ===============       ================      ================
</TABLE>
                 See Accompanying 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, 1998 and December 31, 1997
<TABLE>
<CAPTION>
                                      1998
                                                                                Aim                   Aim
                                                                              Capital            International
                                                                           Appreciation             Equity
                                                        Total                Portfolio             Portfolio
<S>                                                  <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                          $626,860                 $4,632                  $473
    Realized Gain (Loss) on Investment Activity            519,608                   (371)              (22,044)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                    1,519,964                 25,833                 7,738
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                      2,666,432                 30,094               (13,833)
                                                    ---------------       ----------------      ----------------

Capital Transactions:
    Contract Deposits                                   10,210,370                185,128               275,137
    Cost Of Insurance Charge                            (1,571,906)               (12,343)              (20,406)
    Policy Loans                                          (212,191)                     0                     0
    Transfers Between Funds                                 18,740                 (1,665)                4,554
    Contract Withdrawals                                  (202,369)                  (437)                 (836)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting    
    From Capital Transactions                            8,242,644                170,683               258,449
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                 10,909,076                200,777               244,616
Net Assets, at Beginning of Year                         7,272,203                      0                     0
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                             $18,181,279               $200,777              $244,616
                                                    ===============       ================      ================
</TABLE>  
<PAGE>
                                     
<TABLE>
<CAPTION>
                                                                                                   Alliance
                                                       Alliance              Alliance               Global
                                                     Conservative             Global                Dollar
                                                      Investors                Bond               Government
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                            $1,823                    ($2)                   $0
    Realized Gain (Loss) on Investment Activity              1,083                     19                     2
    Change in Unrealized Appreciation
        (Depreciation) of Investments                          691                    289                    10
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                          3,597                    306                    12
                                                    ---------------       ----------------      ----------------

Capital Transactions:
    Contract Deposits                                        9,551                  8,736                   241
    Cost Of Insurance Charge                                (2,651)                  (507)                  (31)
    Policy Loans                                                 0                      0                     0
    Transfers Between Funds                                   (834)                    12                     0
    Contract Withdrawals                                      (740)                     0                     0
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting    
    From Capital Transactions                                5,326                  8,241                   210
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                      8,923                  8,547                   222
Net Assets, at Beginning of Year                            24,072                      0                     0
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                                 $32,995                 $8,547                  $222
                                                    ===============       ================      ================

</TABLE>                                       
<TABLE>
<CAPTION>
                                                                             Alliance
                                                                              Growth               Alliance
                                                       Alliance                  &                  Growth
                                                        Growth                Income               Investors
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                           $94,056               $100,596               $12,600
    Realized Gain (Loss) on Investment Activity             36,650                 55,743                 3,763
    Change in Unrealized Appreciation
        (Depreciation) of Investments                      394,461                 63,586                17,434
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                        525,167                219,925                33,797
                                                    ---------------       ----------------      ----------------

Capital Transactions:
    Contract Deposits                                    1,469,752              1,709,454                67,574
    Cost Of Insurance Charge                              (210,721)              (152,262)              (18,064)
    Policy Loans                                           (30,640)               (25,729)               (2,299)
    Transfers Between Funds                                 (4,391)                16,628                    97
    Contract Withdrawals                                   (44,972)               (21,460)               (2,915)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting    
    From Capital Transactions                            1,179,028              1,526,631                44,393
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                  1,704,195              1,746,556                78,190
Net Assets, at Beginning of Year                         1,123,048                764,335               117,458
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                              $2,827,243             $2,510,891              $195,648
                                                    ===============       ================      ================
</TABLE>                                       

<PAGE>

<TABLE>
<CAPTION>

                                                                             Alliance              Alliance
                                                       Alliance                Money                Premier
                                                    International             Market                Growth
                                                      Portfolio              Portfolio             Portfolio
<S>                                           <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                             ($334)                $2,000               ($1,872)
    Realized Gain (Loss) on Investment Activity             54,637                      0                30,881
    Change in Unrealized Appreciation
        (Depreciation) of Investments                            0                      0                16,562
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                         54,303                  2,000                45,571
                                                    ---------------       ----------------      ----------------

Capital Transactions:
    Contract Deposits                                      (48,815)                30,048               122,585
    Cost Of Insurance Charge                                (7,879)               (11,766)              (19,989)
    Policy Loans                                                 0                      0                  (267)
    Transfers Between Funds                                  2,391                    202                 4,628
    Contract Withdrawals                                         0                      0                  (561)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting    
    From Capital Transactions                              (54,303)                18,484               106,396
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                          0                 20,484               151,967
Net Assets, at Beginning of Year                                 0                      0                     0
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                                      $0                $20,484              $151,967
                                                    ===============       ================      ================
</TABLE>                                       
<TABLE>
<CAPTION>

                                                                             Alliance
                                                       Alliance                Total               Alliance
                                                      Technology              Return                Quasar
                                                      Portfolio              Portfolio             Portfolio
<S>                                                  <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                           ($4,822)                   ($1)              $27,636
    Realized Gain (Loss) on Investment Activity            171,268                      0                31,274
    Change in Unrealized Appreciation
        (Depreciation) of Investments                      197,601                    112               (66,300)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                        364,047                    111                (7,390)
                                                    ---------------       ----------------      ----------------

Capital Transactions:
    Contract Deposits                                      274,264                  2,477               152,103
    Cost Of Insurance Charge                               (66,804)                   (58)              (36,287)
    Policy Loans                                           (12,128)                     0               (10,340)
    Transfers Between Funds                                  6,050                      0                (7,597)
    Contract Withdrawals                                   (12,390)                     0                (8,285)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting    
    From Capital Transactions                              188,992                  2,419                89,594
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                    553,039                  2,530                82,204
Net Assets, at Beginning of Year                           255,061                      0               241,676
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                                $808,100                 $2,530              $323,880
                                                    ===============       ================      ================
</TABLE>                                       

<PAGE>

<TABLE>
<CAPTION>
                                                       Alliance
                                                         U.S.                                       Dreyfus
                                                      Government                                     Small
                                                         High                Alliance               Company
                                                        Grade                Utility                 Stock
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                $0                     $0                 ($502)
    Realized Gain (Loss) on Investment Activity                  0                      0                (2,481)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                            0                     52                 8,859
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                              0                     52                 5,876
                                                    ---------------       ----------------      ----------------

Capital Transactions:
    Contract Deposits                                          991                    991               139,298
    Cost Of Insurance Charge                                   (23)                   (23)              (22,440)
    Policy Loans                                                 0                      0                (1,455)
    Transfers Between Funds                                      0                      0                 2,014
    Contract Withdrawals                                         0                      0                (2,646)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting    
    From Capital Transactions                                  968                    968               114,771
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                        968                  1,020               120,647
Net Assets, at Beginning of Year                                 0                      0               127,381
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                                    $968                 $1,020              $248,028
                                                    ===============       ================      ================
</TABLE>                                       
<TABLE>
<CAPTION>
                                                                              Dreyfus
                                                       Dreyfus                 Zero                Fidelity
                                                        Stock                 Coupon                 Asset
                                                        Index                  2000                 Manager
                                                      Portfolio              Portfolio             Portfolio
<S>                                                  <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                           $14,093                   $589               $55,868
    Realized Gain (Loss) on Investment Activity             90,160                    117                10,634
    Change in Unrealized Appreciation                               
        (Depreciation) of Investments                      348,632                     37                18,503
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting                         
    From Operations                                        452,885                    743                85,005
                                                    ---------------       ----------------      ----------------
                                                                    
Capital Transactions:
    Contract Deposits                                    1,652,138                  4,327               384,610
    Cost Of Insurance Charge                              (264,577)                (2,247)              (60,284)
    Policy Loans                                           (35,221)                     0                (1,634)
    Transfers Between Funds                                 (3,827)                   (10)                1,319
    Contract Withdrawals                                   (30,468)                     0                (3,078)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting                         
    From Capital Transactions                            1,318,045                  2,070               320,933
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                  1,770,930                  2,813               405,938
Net Assets, at Beginning of Year                           944,435                 10,766               387,906
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                              $2,715,365                $13,579              $793,844
                                                    ===============       ================      ================
</TABLE>                                       

<PAGE>

<TABLE>
<CAPTION>

                                                                                                   Fidelity
                                                       Fidelity              Fidelity                High
                                                      Contrafund              Growth                Income
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                              $792               $163,341               $31,375
    Realized Gain (Loss) on Investment Activity              3,199                 52,384                (5,310)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                       37,476                484,390               (31,433)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                         41,467                700,115                (5,368)
                                                    ---------------       ----------------      ----------------

Capital Transactions:
    Contract Deposits                                      274,009              1,511,553                20,065
    Cost Of Insurance Charge                               (18,289)              (264,617)              (31,215)
    Policy Loans                                                 0                (38,305)                 (541)
    Transfers Between Funds                                   (301)                 8,334                (1,103)
    Contract Withdrawals                                       (44)               (32,651)               (5,710)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting    
    From Capital Transactions                              255,375              1,184,314               (18,504)
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                    296,842              1,884,429               (23,872)
Net Assets, at Beginning of Year                                 0              1,164,075               287,181
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                                $296,842             $3,048,504              $263,309
                                                    ===============       ================      ================
</TABLE>                                       
<TABLE>
<CAPTION>
                                                       Fidelity
                                                      Investment             Fidelity
                                                        Grade                  Money               Fidelity
                                                         Bond                 Market               Overseas
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                            $8,254                $60,336               $26,265
    Realized Gain (Loss) on Investment Activity               (104)                     0                22,548
    Change in Unrealized Appreciation
        (Depreciation) of Investments                        2,966                      0                 1,403
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                         11,116                 60,336                50,216
                                                    ---------------       ----------------      ----------------

Capital Transactions:
    Contract Deposits                                      133,257              1,798,436                25,198
    Cost Of Insurance Charge                               (15,077)              (262,012)              (46,489)
    Policy Loans                                                 0                (47,336)               (4,988)
    Transfers Between Funds                                    372                 (3,849)               (3,101)
    Contract Withdrawals                                      (446)               (23,046)               (8,945)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting    
    From Capital Transactions                              118,106              1,462,193               (38,325)
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                    129,222              1,522,529                11,891
Net Assets, at Beginning of Year                            79,496              1,225,890               368,340
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                                $208,718             $2,748,419              $380,231
                                                    ===============       ================      ================
</TABLE>                                       

<PAGE>

<TABLE>
<CAPTION>
                                                                              VanEck                VanEck
                                                        VanEck               Worldwide             Worldwide
                                                      Worldwide              Emerging                Hard
                                                       Balanced               Markets               Assets
                                                      Portfolio              Portfolio             Portfolio
<S>                                                <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                           $24,413                   ($80)               $4,275
    Realized Gain (Loss) on Investment Activity            (10,944)                  (238)               (4,776)
    Change in Unrealized Appreciation                                                      
        (Depreciation) of Investments                       (4,930)                 2,653               (11,854)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting                                                
    From Operations                                          8,539                  2,335               (12,355)
                                                    ---------------       ----------------      ----------------

Capital Transactions:
    Contract Deposits                                      (87,825)                28,761                22,441
    Cost Of Insurance Charge                                (7,250)                (1,673)               (5,001)
    Policy Loans                                                 0                      0                     0
    Transfers Between Funds                                 (1,323)                   116                   (79)
    Contract Withdrawals                                      (456)                     0                  (666)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting                                                
    From Capital Transactions                              (96,854)                27,204                16,695
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                    (88,315)                29,539                 4,340
Net Assets, at Beginning of Year                            88,315                      0                30,220
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                                      $0                $29,539               $34,560
                                                    ===============       ================      ================
</TABLE>                                       
<TABLE>
<CAPTION>
                                                         WP&G                  WP&G                  WP&G
                                                       Tomorrow              Tomorrow              Tomorrow
                                                         Long                 Medium                 Short
                                                         Term                  Term                  Term
                                                      Portfolio              Portfolio             Portfolio
<S>                                                  <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                              $525                   $246                  $285
    Realized Gain (Loss) on Investment Activity              1,436                     31                    47
    Change in Unrealized Appreciation
        (Depreciation) of Investments                        4,736                    390                    67
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                          6,697                    667                   399
                                                    ---------------       ----------------      ----------------

Capital Transactions:
    Contract Deposits                                       38,701                    534                 4,650
    Cost Of Insurance Charge                                (9,742)                  (536)                 (643)
    Policy Loans                                            (1,308)                     0                     0
    Transfers Between Funds                                    103                      0                     0
    Contract Withdrawals                                    (1,420)                     0                  (197)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting                                                
    From Capital Transactions                               26,334                     (2)                3,810
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                     33,031                    665                 4,209
Net Assets, at Beginning of Year                            25,890                  4,140                 2,518
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                                 $58,921                 $4,805                $6,727
                                                    ===============       ================      ================
</TABLE>
                 See Accompanying 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, 1998 and December 31, 1997

                                      1997
<TABLE>
<CAPTION>

                                                                                Aim                    Aim
                                                                              Capital             International
                                                                            Appreciation              Equity
                                                         Total               Portfolio              Portfolio
<S>                                                   <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                           $166,746                     $0                    $0
    Realized Gain (Loss) on Investment Activity             206,207                      0                     0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                       366,321                      0                     0
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                         739,274                      0                     0
                                                    ----------------      -----------------       ---------------

Capital Transactions:
    Contract Deposits                                     5,544,641                      0                     0
    Cost Of Insurance Charge                               (775,349)                     0                     0
    Policy Loans                                            (94,631)                     0                     0
    Transfers Between Funds                                  18,850                      0                     0
    Contract Withdrawals                                    (82,467)                     0                     0
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting    
    From Capital Transactions                             4,611,044                      0                     0
                                                    ----------------      -----------------       ---------------
Total Increase (Decrease) in Net Assets                   5,350,318                      0                     0
Net Assets, at Beginning of Year                          1,921,885                      0                     0
                                                    ----------------      -----------------       ---------------
Net Assets, at End of Year                               $7,272,203                     $0                    $0
                                                    ================      =================       ===============
</TABLE>                                       
<TABLE>
<CAPTION>
                                                                                                     Alliance
                                                       Alliance               Alliance                Global
                                                     Conservative              Global                 Dollar
                                                       Investors                Bond                Government
                                                       Portfolio             Portfolio              Portfolio
<S>                                                <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                               $167                     $0                    $0
    Realized Gain (Loss) on Investment Activity                 600                      0                     0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                           586                      0                     0
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                           1,353                      0                     0
                                                    ----------------      -----------------       ---------------

Capital Transactions:
    Contract Deposits                                        15,627                      0                     0
    Cost Of Insurance Charge                                 (2,705)                     0                     0
    Policy Loans                                                  0                      0                     0
    Transfers Between Funds                                      20                      0                     0
    Contract Withdrawals                                       (239)                     0                     0
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting    
    From Capital Transactions                                12,703                      0                     0
                                                    ----------------      -----------------       ---------------
Total Increase (Decrease) in Net Assets                      14,056                      0                     0
Net Assets, at Beginning of Year                             10,016                      0                     0
                                                    ----------------      -----------------       ---------------
Net Assets, at End of Year                                  $24,072                     $0                    $0
                                                    ================      =================       ===============
</TABLE>                                       

<PAGE>

<TABLE>
<CAPTION>
                                                                              Alliance
                                                                               Growth                Alliance
                                                       Alliance                  &                    Growth
                                                        Growth                 Income               Investors
                                                       Portfolio             Portfolio              Portfolio
<S>                                                  <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                            $21,469                $22,999                $1,477
    Realized Gain (Loss) on Investment Activity              37,620                 18,395                 3,687
    Change in Unrealized Appreciation
        (Depreciation) of Investments                       138,629                 68,190                 5,513
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                         197,718                109,584                10,677
                                                    ----------------      -----------------       ---------------

Capital Transactions:
    Contract Deposits                                       814,495                571,454                61,194
    Cost Of Insurance Charge                               (117,612)               (74,918)              (11,672)
    Policy Loans                                             (6,689)                (5,180)                    0
    Transfers Between Funds                                   1,673                  2,565                 3,415
    Contract Withdrawals                                    (19,879)                (5,967)               (2,220)
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting    
    From Capital Transactions                               671,988                487,954                50,717
                                                    ----------------      -----------------       ---------------
Total Increase (Decrease) in Net Assets                     869,706                597,538                61,394
Net Assets, at Beginning of Year                            253,342                166,797                56,064
                                                    ----------------      -----------------       ---------------
Net Assets, at End of Year                               $1,123,048               $764,335              $117,458
                                                    ================      =================       ===============
</TABLE>                                       
<TABLE>
<CAPTION>

                                                                              Alliance               Alliance
                                                       Alliance                Money                 Premier
                                                     International            Market                  Growth
                                                       Portfolio             Portfolio              Portfolio
<S>                                                  <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                 $0                     $0                    $0
    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                     0
                                                    ----------------      -----------------       ---------------
Capital Transactions:
    Contract Deposits                                             0                      0                     0
    Cost Of Insurance Charge                                      0                      0                     0
    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                     0
                                                    ----------------      -----------------       ---------------
Total Increase (Decrease) in Net Assets                           0                      0                     0
Net Assets, at Beginning of Year                                  0                      0                     0
                                                    ----------------      -----------------       ---------------
Net Assets, at End of Year                                       $0                     $0                    $0
                                                    ================      =================       ===============
</TABLE>                                       

<PAGE>
<TABLE>
<CAPTION>

                                                                              Alliance
                                                       Alliance                Total                 Alliance
                                                      Technology              Return                  Quasar
                                                       Portfolio             Portfolio              Portfolio
<S>                                                 <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                            ($1,115)                    $0               ($1,464)
    Realized Gain (Loss) on Investment Activity              16,995                      0                 9,057
    Change in Unrealized Appreciation
        (Depreciation) of Investments                       (15,270)                     0                11,871
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                             610                      0                19,464
                                                    ----------------      -----------------       ---------------

Capital Transactions:
    Contract Deposits                                       270,239                      0               232,934
    Cost Of Insurance Charge                                (19,431)                     0               (17,506)
    Policy Loans                                               (101)                     0                  (387)
    Transfers Between Funds                                   4,396                      0                 3,524
    Contract Withdrawals                                     (8,527)                     0                (1,093)
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting    
    From Capital Transactions                               246,576                      0               217,472
                                                    ----------------      -----------------       ---------------
Total Increase (Decrease) in Net Assets                     247,186                      0               236,936
Net Assets, at Beginning of Year                              7,875                      0                 4,740
                                                    ----------------      -----------------       ---------------
Net Assets, at End of Year                                 $255,061                     $0              $241,676
                                                    ================      =================       ===============
</TABLE>                                       
<TABLE>
<CAPTION>
                                                       Alliance
                                                         U.S.                                        Dreyfus
                                                      Government                                      Small
                                                         High                 Alliance               Company
                                                        Grade                 Utility                 Stock
                                                       Portfolio             Portfolio              Portfolio
<S>                                                   <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                 $0                     $0                $2,102
    Realized Gain (Loss) on Investment Activity                   0                      0                  (107)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                             0                      0                (5,712)
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                               0                      0                (3,717)
                                                    ----------------      -----------------       ---------------

Capital Transactions:
    Contract Deposits                                             0                      0               135,191
    Cost Of Insurance Charge                                      0                      0                (2,314)
    Policy Loans                                                  0                      0                     0
    Transfers Between Funds                                       0                      0                (1,779)
    Contract Withdrawals                                          0                      0                     0
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting    
    From Capital Transactions                                     0                      0               131,098
                                                    ----------------      -----------------       ---------------
Total Increase (Decrease) in Net Assets                           0                      0               127,381
Net Assets, at Beginning of Year                                  0                      0                     0
                                                    ----------------      -----------------       ---------------
Net Assets, at End of Year                                       $0                     $0              $127,381
                                                    ================      =================       ===============
</TABLE>                                       

<PAGE>
<TABLE>
<CAPTION>
                                                                              Dreyfus
                                                        Dreyfus                 Zero                 Fidelity
                                                         Stock                 Coupon                 Asset
                                                         Index                  2000                 Manager
                                                       Portfolio             Portfolio              Portfolio
<S>                                                 <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                            $26,687                   $511               $21,546
    Realized Gain (Loss) on Investment Activity              41,444                    (71)                8,600
    Change in Unrealized Appreciation                                
        (Depreciation) of Investments                        41,726                     83                19,239
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting                          
    From Operations                                         109,857                    523                49,385
                                                    ----------------      -----------------       ---------------
                                                                     
Capital Transactions:
    Contract Deposits                                       778,061                 11,713               287,927
    Cost Of Insurance Charge                                (90,065)                (4,235)              (42,651)
    Policy Loans                                             (1,032)                     0                  (167)
    Transfers Between Funds                                   2,970                     25                   664
    Contract Withdrawals                                     (7,423)                  (171)               (9,859)
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting                          
    From Capital Transactions                               682,511                  7,332               235,914
                                                    ----------------      -----------------       ---------------
Total Increase (Decrease) in Net Assets                     792,368                  7,855               285,299
Net Assets, at Beginning of Year                            152,067                  2,911               102,607
                                                    ----------------      -----------------       ---------------
Net Assets, at End of Year                                 $944,435                $10,766              $387,906
                                                    ================      =================       ===============
</TABLE>                                       
<TABLE>
<CAPTION>

                                                                                                     Fidelity
                                                       Fidelity               Fidelity                 High
                                                      Contrafund               Growth                 Income
                                                       Portfolio             Portfolio              Portfolio
<S>                                                  <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                 $0                $21,466                $3,283
    Realized Gain (Loss) on Investment Activity                   0                 55,366                11,481
    Change in Unrealized Appreciation
        (Depreciation) of Investments                             0                 90,042                11,697
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                               0                166,874                26,461
                                                    ----------------      -----------------       ---------------

Capital Transactions:
    Contract Deposits                                             0                492,521               226,949
    Cost Of Insurance Charge                                      0               (148,843)              (23,779)
    Policy Loans                                                  0                (24,473)                    0
    Transfers Between Funds                                       0                  3,595                 1,695
    Contract Withdrawals                                          0                (19,994)               (2,049)
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting    
    From Capital Transactions                                     0                302,806               202,816
                                                    ----------------      -----------------       ---------------
Total Increase (Decrease) in Net Assets                           0                469,680               229,277
Net Assets, at Beginning of Year                                  0                694,395                57,904
                                                    ----------------      -----------------       ---------------
Net Assets, at End of Year                                       $0             $1,164,075              $287,181
                                                    ================      =================       ===============
</TABLE>                                       

<PAGE>
<TABLE>
<CAPTION>
                                                       Fidelity
                                                      Investment              Fidelity
                                                         Grade                 Money                 Fidelity
                                                         Bond                  Market                Overseas
                                                       Portfolio             Portfolio              Portfolio
<S>                                                <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                             $2,521                $32,116                $9,687
    Realized Gain (Loss) on Investment Activity                 322                      0                 1,460
    Change in Unrealized Appreciation
        (Depreciation) of Investments                         2,132                      0                (3,697)
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                           4,975                 32,116                 7,450
                                                    ----------------      -----------------       ---------------

Capital Transactions:
    Contract Deposits                                        29,955              1,214,777               281,913
    Cost Of Insurance Charge                                 (6,686)              (159,431)              (34,464)
    Policy Loans                                                  0                (52,504)               (4,098)
    Transfers Between Funds                                      96                 (5,335)                  951
    Contract Withdrawals                                        (16)                (1,225)               (3,073)
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting    
    From Capital Transactions                                23,349                996,282               241,229
                                                    ----------------      -----------------       ---------------
Total Increase (Decrease) in Net Assets                      28,324              1,028,398               248,679
Net Assets, at Beginning of Year                             51,172                197,492               119,661
                                                    ----------------      -----------------       ---------------
Net Assets, at End of Year                                  $79,496             $1,225,890              $368,340
                                                    ================      =================       ===============
</TABLE>                                       
<TABLE>
<CAPTION>
                                                                               VanEck                 VanEck
                                                        VanEck               Worldwide              Worldwide
                                                       Worldwide              Emerging                 Hard
                                                       Balanced               Markets                 Assets
                                                       Portfolio             Portfolio              Portfolio
<S>                                           <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                               $343                     $0                  $319
    Realized Gain (Loss) on Investment Activity                 856                      0                   165
    Change in Unrealized Appreciation                                                       
        (Depreciation) of Investments                         3,097                      0                (1,231)
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting                                                 
    From Operations                                           4,296                      0                  (747)
                                                    ----------------      -----------------       ---------------

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

<PAGE>
<TABLE>
<CAPTION>
                                                         WP&G                   WP&G                   WP&G
                                                       Tomorrow               Tomorrow               Tomorrow
                                                         Long                  Medium                 Short
                                                         Term                   Term                   Term
                                                       Portfolio             Portfolio              Portfolio
<S>                                                 <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                             $2,058                   $331                  $243
    Realized Gain (Loss) on Investment Activity                 303                      2                    32
    Change in Unrealized Appreciation
        (Depreciation) of Investments                          (304)                  (254)                  (16)
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                           2,057                     79                   259
                                                    ----------------      -----------------       ---------------
Capital Transactions:
    Contract Deposits                                        27,159                  4,178                 2,793
    Cost Of Insurance Charge                                 (3,562)                  (124)                 (536)
    Policy Loans                                                  0                      0                     0
    Transfers Between Funds                                      76                      7                     2
    Contract Withdrawals                                          0                      0                     0
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting                                                 
    From Capital Transactions                                23,673                  4,061                 2,259
                                                    ----------------      -----------------       ---------------
Total Increase (Decrease) in Net Assets                      25,730                  4,140                 2,518
Net Assets, at Beginning of Year                                160                      0                     0
                                                    ----------------      -----------------       ---------------
Net Assets, at End of Year                                  $25,890                 $4,140                $2,518
                                                    ================      =================       ===============
</TABLE>
                 See Accompanying 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  following  products  are offered by the  Account:  Vision and
Gallery Life.

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

AIM Fund:                               Fidelity Trust:
  International Equity Portfolio           Money Market Portfolio
  Capital Appreciation Portfolio           High Income Portfolio
  Growth Portfolio
Alliance Fund:                             Overseas Portfolio
  Growth & Income Portfolio                Contrafund Portfolio
  Conservative Investors Portfolio
  Growth Portfolio                      Fidelity Trust II:
  Growth Investors Portfolio               Investment Grade Bond Portfolio
  Quasar Portfolio                         Asset Manager Portfolio
  Technology Portfolio
  Global Bond Portfolio                 Van Eck Trust:
  Premier Growth Portfolio                 Worldwide Hard Assets Portfolio
  Money Market Portfolio                   Worldwide Emerging Markets Portfolio
                                           Worldwide Balanced Portfolio 
                                              (Fund closed 06/29/98)
Dreyfus Fund:
  Dreyfus Zero Coupon 2000 Portfolio    Weiss, Peck & Greer Tomorrow Fund:
  Stock Index Portfolio                    Tomorrow Long Term Portfolio
  Small Company Stock Portfolio            Tomorrow Medium Term Portfolio
  Stock Index Portfolio                    Tomorrow Short Term 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, 1998,  investment  activity in the Fund was as
follows:

                                                        Cost of                         Proceeds
                                                       Purchases                       From Sales
Shares of
<S>                                                    <C>                              <C>     
Aim
        Capital Appreciation Portfolio                 $ 201,598                        $ 26,283
        International Equity Portfolio                   499,113                         240,193
Alliance Funds:                                      
        Conservative Investors Portfolio                  17,668                          10,521
        Global Bond Portfolio                              9,907                           1,670
        Global Dollar Government Portfolio                   242                              31
        Growth Portfolio                               1,434,835                         161,751
        Growth & Income Portfolio                      7,118,210                       5,490,984
        Growth Investors Portfolio                        83,359                          26,366
        International Portfolio                        7,730,001                       7,784,638
        Money Market Portfolio                         7,530,593                       7,510,112
        Premier Growth Portfolio                       1,721,633                       1,617,108
        Technology Portfolio                           9,312,917                       9,128,748
        Total Return Portfolio                             2,439                              21
        Quasar Portfolio                               9,870,359                       9,753,129
        U.S. Government High Grade Portfolio                 976                               8
        Utility Income Portfolio                             976                               8
Dreyfus:                                             
        Small Company Portfolio                          277,608                         163,341
        Stock Index Portfolio                          1,719,925                         387,790
        Zero Coupon 2000 Portfolio                         7,868                           5,215
Fidelity Trust Funds:
        Asset Manager Portfolio                          637,629                         260,827
        Contrafund Portfolio                             295,002                          38,838
        Growth Portfolio                               1,684,130                         336,475
        High Income Portfolio                            366,333                         353,460
        Investment Grade Bond Portfolio                  252,481                         126,121
        Money Market Portfolio                         3,777,754                       2,255,231
        Overseas Portfolio                               240,411                         252,471
Van Eck:
        Worldwide Emerging Markets Portfolio              31,817                           4,692
        Worldwide Hard Assets Portfolio                   34,521                          13,551
        Worldwide Balanced Portfolio                      43,581                         115,939
Weiss, Peck, & Greer Tomorrow Funds:                 
        Tomorrow Long Term Portfolio                      43,881                          17,022
        Tomorrow Medium Term Portfolio                     1,311                           1,067
        Tomorrow Short Term Portfolio                      4,968                             873
</TABLE>

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


</TABLE>
<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT II

                    NOTES TO FINANCIAL STATEMENTS (continued)


5.  Net Increase (Decrease) in Accumulation Units

For the year ended December 31, 1998,  transactions in accumulation units of the
account were as follows:

<TABLE>

                                             Aim           Aim            Alliance
                                           Capital      International  Conservative
                                         Appreciation    Equity          Investors
                                          Portfolio     Portfolio        Portfolio
     VARIABLE ANNUITY                         -             -               -
<S>                                       <C>           <C>             <C>   
Units Purchased                           10,966.16     17,130.11         519.94
Units Withdrawn                           (1,282.07)    (1,912.12)       (252.21)
Units Transferred Between Funds            7,964.24      5,920.24         151.60
Units Transferred From (To) AI Life            0.00          0.00           0.00
                                         ----------    ----------      ---------
Net Increase (Decrease)                   17,648.33     21,138.23         419.33
Units, at Beginning of the Year                0.00          0.00       1,986.58
                                         ----------    ----------      ---------
Units, at End of the Year                 17,648.33     21,138.23       2,405.91
                                         ==========    ==========      =========

Unit Value at December 31, 1998       $       11.38 $       11.57   $      13.71
                                         ==========    ==========      =========
</TABLE>
<TABLE>


                                                        Alliance
                                           Alliance       Global
                                            Global        Dollar       Alliance
                                             Bond       Government      Growth
                                          Portfolio     Portfolio      Portfolio
                                                -            -             -
<S>                                          <C>             <C>       <C>      
Units Purchased                              274.70          0.00      48,680.75
Units Withdrawn                              (47.46)        (4.05)    (14,982.74)
Units Transferred Between Funds              538.94         33.17      28,539.15
Units Transferred From (To) AI Life            0.00          0.00           0.00
                                            -------        ------    -----------
Net Increase (Decrease)                      766.18         29.12      62,237.16
Units, at Beginning of the Year                0.00          0.00      63,940.84
                                            -------        ------    -----------
Units, at End of the Year                    766.18         29.12     126,178.00
                                            =======        ======    ===========

Unit Value at December 31, 1998          $    11.15     $    7.65 $        22.41
                                            =======        ======    ===========
</TABLE>
<TABLE>


                                           Alliance
                                            Growth      Alliance
                                              &          Growth       Alliance
                                            Income      Investors  International
                                          Portfolio     Portfolio     Portfolio
                                            -               -             -
<S>                                       <C>            <C>               <C> 
Units Purchased                           33,634.28      4,748.04          0.00
Units Withdrawn                          (10,914.51)    (1,602.25)      (789.39)
Units Transferred Between Funds           54,953.57         19.95        789.39
Units Transferred From (To) AI Life            0.00          0.00          0.00
                                        -----------    ----------       -------
Net Increase (Decrease)                   77,673.34      3,165.74          0.00
Units, at Beginning of the Year           44,589.32      8,820.29          0.00
                                        -----------    ----------       -------
Units, at End of the Year                122,262.66     11,986.03          0.00
                                        ===========    ==========       =======

Unit Value at December 31, 1998       $       20.54   $     16.32    $    11.06
                                         ===========    ==========      =======
</TABLE>
Footnote 1 are all funds except for IVUL 2.
Footnote 2 are the IVUL 2 funds.
<PAGE>
<TABLE>


                                          Alliance       Alliance       Alliance
                                           Money          Premier       Premier
                                           Market         Growth         Growth
                                         Portfolio   1  Portfolio   2  Portfolio
                                             -               -             -
<S>                                       <C>           <C>               <C>   
Units Purchased                           76,950.50     14,340.65         368.47
Units Withdrawn                           (1,125.28)    (1,636.22)        (15.78)
Units Transferred Between Funds          (73,883.89)    (2,993.66)         16.87
Units Transferred From (To) AI Life            0.00          0.00           0.00
                                         ----------    ----------        -------
Net Increase (Decrease)                    1,941.33      9,710.77         369.56
Units, at Beginning of the Year                0.00          0.00           0.00
                                         ----------    ----------        -------
Units, at End of the Year                  1,941.33      9,710.77         369.56
                                         ==========    ==========        =======

Unit Value at December 31, 1998        $      10.55 $       15.06     $    15.45
                                         ==========    ==========        =======
</TABLE>
<TABLE>
                                                        Alliance
                                          Alliance       Total        Alliance
                                         Technology      Return        Quasar
                                          Portfolio    Portfolio   1  Portfolio
                                               -             -            -
<S>                                       <C>              <C>         <C>      
Units Purchased                           35,545.90        212.77      16,965.13
Units Withdrawn                           (7,116.84)        (4.98)     (4,825.62)
Units Transferred Between Funds           (5,978.18)         0.00      (4,170.54)
Units Transferred From (To) AI Life            0.00          0.00           0.00
                                         ----------       -------     ----------
Net Increase (Decrease)                   22,450.88        207.79       7,968.97
Units, at Beginning of the Year           23,596.78          0.00      20,181.26
                                         ----------       -------     ----------
Units, at End of the Year                 46,047.66        207.79      28,150.23
                                         ==========       =======     ==========

Unit Value at December 31, 1998        $      17.55 $       12.18    $     11.34
                                         ==========       =======     ==========
</TABLE>
<TABLE>

                                                         Alliance
                                                           U.S.
                                                       Government
                                           Alliance       High          Alliance
                                            Quasar        Grade         Utility
                                      2   Portfolio     Portfolio      Portfolio
                                                 -            -             -
<S>                                          <C>            <C>            <C>  
Units Purchased                              531.58         89.14          72.17
Units Withdrawn                              (11.11)        (2.08)         (1.69)
Units Transferred Between Funds                3.26          0.00           0.00
Units Transferred From (To) AI Life            0.00          0.00           0.00
                                            -------        ------         ------
Net Increase (Decrease)                      523.73         87.06          70.48
Units, at Beginning of the Year                0.00          0.00           0.00
                                            -------        ------         ------
Units, at End of the Year                    523.73         87.06          70.48
                                            =======        ======         ======

Unit Value at December 31, 1998          $     9.15 $       11.12      $   14.47
                                            =======        ======         ======
</TABLE>

Footnote 1 are all funds except for IVUL 2.
Footnote 2 are the IVUL 2 funds.
<PAGE>
<TABLE>


                                           Dreyfus                       Dreyfus
                                            Small        Dreyfus           Zero
                                           Company        Stock           Coupon
                                            Stock         Index            2000
                                          Portfolio     Portfolio       Portfolio
                                                 -          -               -
<S>                                       <C>           <C>               <C>   
Units Purchased                           15,130.34     64,100.90         653.34
Units Withdrawn                           (2,752.76)   (17,133.95)       (197.62)
Units Transferred Between Funds            1,013.09     21,583.46        (273.54)
Units Transferred From (To) AI Life            0.00          0.00           0.00
                                         ----------   -----------      ---------
Net Increase (Decrease)                   13,390.67     68,550.41         182.18
Units, at Beginning of the Year           12,290.97     54,287.23         976.29
                                         ----------   -----------      ---------
Units, at End of the Year                 25,681.64    122,837.64       1,158.47
                                         ==========   ===========      =========

Unit Value at December 31, 1998       $        9.66  $      22.11   $      11.72
                                         ==========   ===========      =========
</TABLE>
<TABLE>



                                           Fidelity
                                            Asset        Fidelity       Fidelity
                                           Manager     Contrafund       Growth
                                          Portfolio     Portfolio      Portfolio
                                              -             -              -
<S>                                       <C>           <C>            <C>      
Units Purchased                           18,697.45     13,543.93      71,686.34
Units Withdrawn                           (4,063.22)    (1,631.36)    (19,446.08)
Units Transferred Between Funds            6,029.71     11,000.06      16,228.87
Units Transferred From (To) AI Life            0.00          0.00           0.00
                                         ----------    ----------    -----------
Net Increase (Decrease)                   20,663.94     22,912.63      68,469.13
Units, at Beginning of the Year           25,997.34          0.00      76,554.16
                                         ----------    ----------    -----------
Units, at End of the Year                 46,661.28     22,912.63     145,023.29
                                         ==========    ==========    ===========

Unit Value at December 31, 1998       $       17.01 $       12.96 $        21.02
                                         ==========    ==========    ===========
</TABLE>
<TABLE>


                                                        Fidelity
                                           Fidelity    Investment       Fidelity
                                             High         Grade          Money
                                            Income        Bond           Market
                                          Portfolio     Portfolio      Portfolio
                                               -           -                -
<S>                                        <C>          <C>           <C>       
Units Purchased                            9,445.60     13,513.40     259,198.27
Units Withdrawn                           (2,853.91)    (1,307.38)    (28,981.43)
Units Transferred Between Funds           (7,301.62)    (2,236.28)   (105,109.51)
Units Transferred From (To) AI Life            0.00          0.00        (147.07)
                                         ----------    ----------    -----------
Net Increase (Decrease)                     (709.93)     9,969.74     124,960.26
Units, at Beginning of the Year           21,533.23      6,952.60     109,164.24
                                         ----------    ----------    -----------
Units, at End of the Year                 20,823.30     16,922.34     234,124.50
                                         ==========    ==========    ===========

Unit Value at December 31, 1998       $       12.64 $       12.33 $        11.74
                                         ==========    ==========    ===========
</TABLE>
Footnote 1 are all funds except for IVUL 2.
Footnote 2 are the IVUL 2 funds.
<PAGE>
<TABLE>
                                                                        Van Eck
                                                         Van Eck       Worldwide
                                           Fidelity     Worldwide       Emerging
                                           Overseas     Balanced        Markets
                                          Portfolio     Portfolio      Portfolio
                                             -             -                -
<S>                                       <C>              <C>          <C>     
Units Purchased                           11,785.44        951.45       1,277.13
Units Withdrawn                           (4,501.28)      (606.33)       (278.62)
Units Transferred Between Funds           (9,535.93)    (7,669.26)      3,870.58
Units Transferred From (To) AI Life            0.00          0.00           0.00
                                         ----------     ---------      ---------
Net Increase (Decrease)                   (2,251.77)    (7,324.14)      4,869.09
Units, at Beginning of the Year           29,558.72      7,324.14           0.00
                                         ----------     ---------      ---------
Units, at End of the Year                 27,306.95          0.00       4,869.09
                                         ==========     =========      =========

Unit Value at December 31, 1998       $       13.92  $      13.05   $       6.07
                                         ==========     =========      =========
</TABLE>
<TABLE>


                                            Van Eck        WP&G           WP&G
                                           Worldwide     Tomorrow       Tomorrow
                                              Hard         Long          Medium
                                             Assets        Term           Term
                                           Portfolio    Portfolio      Portfolio
                                               -             -               -
<S>                                        <C>           <C>               <C>  
Units Purchased                            1,987.17      3,171.98          96.93
Units Withdrawn                             (614.56)      (914.92)        (41.35)
Units Transferred Between Funds              411.71       (301.20)        (53.41)
Units Transferred From (To) AI Life            0.00          0.00           0.00
                                          ---------      --------        -------
Net Increase (Decrease)                    1,784.32      1,955.86           2.17
Units, at Beginning of the Year            2,660.66      2,002.12         338.89
                                          ---------     ---------        -------
Units, at End of the Year                  4,444.98      3,957.98         341.06
                                          =========     =========        =======

Unit Value at December 31, 1998         $      7.78 $       14.89     $    14.09
                                          =========     =========        =======
</TABLE>
<TABLE>
                                               WP&G
                                             Tomorrow
                                              Short
                                               Term
                                            Portfolio
                                               -
<S>                                          <C>   
Units Purchased                              355.59
Units Withdrawn                              (66.23)
Units Transferred Between Funds                0.00
Units Transferred From (To) AI Life            0.00
                                            -------
Net Increase (Decrease)                      289.36
Units, at Beginning of the Year              207.88
                                            -------
Units, at End of the Year                    497.24
                                            =======

Unit Value at December 31, 1998          $    13.53
                                            =======

</TABLE>

<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>

Issue              Policy           Minimum           Minimum  Planned Periodic Premium
Age of    Sex of    Face            Initial                      By Premium Payment Mode
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>

                                       A-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.


   Issue                            Policy                    Surrender
   Age of         Sex of            Face                      Charge
   Insured        Insured           Amount                    Premium

     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




                                       B-1





<PAGE>

   

                                   APPENDIX C

                          AVERAGE ANNUAL TOTAL RETURNS

                             As of December 31, 1998
<TABLE>


                                                   Inception Date   1 Yr.     3 Yrs.     5 Yrs.    10 Yrs.     Since
                                                                                                             Inception
<S>                                                       <C>       <C>       <C>       <C>         <C>        <C>   
AIM Variable Insurance Funds
Capital Appreciation Fund                                 4/30/93   18.23%    15.67%     16.10%      N/A       17.57%
International Equity Fund                                 4/30/93   14.45%    12.93%     10.22%      N/A       12.22%

Alliance Variable Products Series Fund
Global Bond Portfolio                                     6/28/91   8.65%     -0.84%     0.54%       N/A       1.74%
Growth Portfolio                                          9/15/94   27.57%    27.83%      N/A        N/A       28.60%
Growth & Income Portfolio                                 1/14/91   19.81%    23.36%     20.09%      N/A       14.96%
Premier Growth Portfolio                                  6/30/92   42.94%    18.25%     17.75%      N/A       17.52%
Quasar Portfolio                                          8/14/96   -5.34%      N/A       N/A        N/A       7.19%
Technology Portfolio                                      1/11/96   62.32%      N/A       N/A        N/A       23.54%

Dreyfus Variable Investment Fund
Small Company Stock Portfolio                             4/30/96   -6.81%      N/A       N/A        N/A       7.57%

Dreyfus Stock Index Fund                                  9/29/89   27.06%    26.57%     22.00%      N/A       15.84%

Fidelity Variable Insurance Products Fund
VIP Growth Portfolio                                      10/9/86   38.24%    24.28%     20.63%    18.32%      16.30%
VIP High Income Portfolio                                 9/19/85   -5.19%     7.69%     7.78%     10.06%      10.08%
VIP Money Market Portfolio                                 4/1/82   4.52%      4.48%     4.25%      4.67%      5.82%

Fidelity Variable Insurance Products Fund II
VIP II Asset Manager Portfolio                             9/6/89   14.02%    15.65%     10.81%      N/A       11.97%
VIP II Contrafund Portfolio                              12/30/94   28.82%    21.83%      N/A        N/A       25.81%
VIP II Investment Grade Bond Portfolio                    12/5/88   7.87%      6.02%     5.74%      7.38%      7.37%

Van Eck Worldwide Insurance Trust
Worldwide Emerging Markets Fund                          12/29/95  -34.72%    -10.74%     N/A        N/A      -10.74%
Worldwide Hard Assets Fund                                 9/1/89  -31.54%    -8.22%     -4.30%      N/A       1.09%
</TABLE>

This portfolio performance  information is for illustrative purposes only and is
not intended to indicate or predict future performance.
    

                                       C-1

<PAGE>


                                  [Back cover]

The Securities and Exchange Commission maintains a Web site (http://www.sec.gov)
that contains  additional  information  about AIG Life  Insurance  Company,  the
policy and the  Separate  Account  which may be of interest to you. The Web site
also contains  additional  information  about the policy's  variable  investment
options.

<PAGE>
                                                      AIG Life Insurance Company
                                                             Variable Account II
                                                                 One Alico Plaza
                                                           Wilmington, DE  19801
                                                                  1-800-340-2765

              Flexible Premium Variable Universal Life Policy


   
AIG Life Insurance Company is offering life insurance  coverage under the policy
described  in this  prospectus.  The policy is an  individual  flexible  premium
variable  universal  life policy.  The policy  allows you, as the owner,  within
limits, to:
    

o    Select the Face Amount of life insurance. You may within limits change your
     initial selection as your insurance needs change.

o    Select the amount and timing of premium payments. You may make more premium
     payments than scheduled or stop making premium payments.

o Allocate  premium  payments and your Policy  Account  Value among the variable
investment options and the Guaranteed Account.

o Receive  payments from your policy while the Insured is alive  through  loans,
partial surrenders or a full surrender.

This  document  contains  information  about the  policy.  You should  read this
document  carefully  before you decide to purchase  the policy.  You should also
keep this document for future reference.

   
Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission  has approved or  disapproved  of the policy or determined  that this
prospectus  is accurate or  complete.  Any  representation  to the contrary is a
criminal offense.
    




                           Prospectus _________, 1999


<PAGE>


Investment Options

Variable Investment Options

   
The Separate  Account is divided into  subaccounts.  Each subaccount  invests in
shares of a specific  portfolio of the Alliance  Variable  Products Series Fund,
Inc. The  portfolios of the fund which are available  under the policy are named
below.  The prospectus for the fund contains  information  about each portfolio.
You should read the prospectus carefully.
    

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

Conservative Investors Portfolio      Premier Growth Portfolio
Global Bond Portfolio                 Quasar Portfolio
Global Dollar Government Portfolio    Real Estate Investors Portfolio
Growth Portfolio                      Short-Term Multi-Market Portfolio
Growth and Income Portfolio           Technology Portfolio
Growth Investors Portfolio            Total Return Portfolio
High-Yield Portfolio                  U.S. Gov't High Grade Securities Portfolio
International Portfolio               Utility Income Portfolio
Money Market Portfolio                Worldwide Privatization Portfolio
North American Government Portfolio


Guaranteed  Investment Option

The Guaranteed  Account is part of our general account.  We will credit interest
equal to at least 4% per year,  compounded  annually  on that  portion of policy
Account  Value that you  allocate  to the  Guaranteed  Account.  We may,  in our
discretion,  elect to credit a higher rate of interest.  This document generally
describes  only that  portion  of the  Policy  Account  Value  allocated  to the
Variable Account.


<PAGE>


- --------------------------------------------------------------------------------
                                Table of Contents
- --------------------------------------------------------------------------------

Special Terms

Summary of the Policy
         Overview
         Applying for a Policy
         Premium Payments
         Policy Account Value
         Death Benefit
         Cash Benefits During the Life of the Insured
         Expenses of the Policy
         Federal Tax Considerations

Purchasing a Policy
         Applying for a Policy
         Your Right to Cancel the Policy
         Premiums
                  Restrictions on Premiums
                  Minimum Initial Premium
                  Planned Periodic Premiums                    
                  Additional Premiums
                  Effect of Premium Payments
                  Grace Period
                  Premium Allocations
                  Crediting Premiums

The Investment Options

Investing Your Policy Account Value
         Determining the Policy Account Value
         Transfers
         Dollar Cost Averaging

Death Benefit

Cash Benefits During the Insured's Life

Payment Options for Benefits

Expenses of the Policy

Supplemental  Benefits and Riders

Other Policy Provisions

Performance Information

Federal Income Tax Considerations

Distribution of the Policy

About Us and the Accounts

Our Directors and Executive Officers

Other Information

Financial Statements

Appendices

<PAGE>

   

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

                                  Special Terms

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

We have capitalized some special terms we use in this document.  We have defined
these terms here.


Accounts.   The Separate Account and the Guaranteed Account

Administrative Office.   One Alico Plaza, P.O. Box 8718, Wilmington, DE 19801.

Attained  Age. The  Insured's  age as of the Policy Date plus the number of full
years since the Policy Date.

Beneficiary. The person(s) entitled to the death benefit under the policy if the
Insured dies while coverage under the policy is in force.

Cash Surrender  Value.  The Policy Account Value less any surrender  charge that
would be assessed if the policy were surrendered.

Code.  The Internal Revenue Code of 1986, as amended.

Face Amount.  The amount of insurance  specified by the Owner and from which the
amount payable to a beneficiary will be determined.

Grace Period.  The period of time that the policy continues to be in force while
the Net Cash Surrender Value is less than the total monthly deductions then due.
It begins on a Monthly  Anniversary  when the Net Cash  Surrender  Value is less
than the total monthly deduction then due.

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

Insured.  A person  whose  life is  covered  under  the  policy.  At the time of
application, the Insured must be 75 years of age or younger.

Issue  Date.  The date the policy is  actually  issued and from which we measure
contestability periods. It may be later than the Policy Date.

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

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

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

Net Premium. Any premium paid less any expense charges deducted from the premium
payment.

Owner. The person who purchased the policy as shown in the  application,  unless
later changed.

Policy Account Value. The total amount in the Accounts credited to your policy.

Policy Date.  The date as of which we have  received the initial  premium and an
application in good order.  Coverage begins on the Policy Date which is also the
date used to determine all anniversary dates.

Policy Year.  Each period of twelve months commencing with the Policy Date.

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

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

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

    


<PAGE>

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

                              Summary of the Policy

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


Because this is a summary,  it does not contain all the information  that may be
important  to you.  You should read this entire  document  carefully  before you
decide to purchase a policy.

   
Overview

The  policy  is  a  flexible  premium  variable  universal  life  policy.   Like
traditional life insurance, the policy provides an initial minimum death benefit
and cash benefits that you can access  through  loans,  partial  surrenders or a
full surrender.  Unlike traditional life insurance, you may choose how to invest
your policy Account Value.

The policy  allows you to make  certain  choices  that will tailor the policy to
your needs. When you apply for the policy, we will ask you to make some of these
choices. You may also change your choices to meet your changing insurance needs.

In addition,  we may in the future  offer  several  riders to the policy.  These
riders will provide you with the flexibility to design an insurance product that
meets your specific needs.

If you select any variable  investment  options,  your policy benefits will vary
based upon the returns earned by those variable investment options.  The returns
may be zero or negative and you bear this risk.
    

Applying for a Policy

When you apply for a policy, you must select the Face Amount. The Face Amount is
the initial  amount of life  insurance  coverage on the  Insured.  It must be at
least $50,000 when you apply.

 Your policy will become effective after:

o    We accept your application.

o    We receive an initial premium payment in an amount we determine.

o    We have completed our review of your application to our satisfaction.

Your Right to Cancel the Policy

Once you receive your policy,  you should read the policy. You have the right to
cancel the policy for any reason within the later of:

o    45 days after you sign Part I of the application.

o    10 days after you receive  the  policy.  If required by the state where you
     live, we will extend the time period to the number of days required by law.

Premium Payments

Before your policy is effective,  you must pay the minimum initial  premium.  We
will calculate the initial minimum premium based on a number of factors, such as
the age, sex and underwriting  rate class of the proposed  Insured,  the desired
Face Amount,  and any  supplemental  benefits or riders  applied for and whether
premiums  will be paid by  pre-authorized  checking.  A  table  is  provided  in
Appendix A.

When you apply for a policy you will select the amount of premium  payments  you
plan to pay during the term of the policy.  We will establish a minimum for this
amount.  You  will  also  select  intervals  when  you plan to pay this pay this
premium  amount.  This may be monthly,  quarterly,  semiannually,  or  annually.
Pre-authorized checking may be required for monthly payments.

During  the  term of the  policy,  you may pay  premiums  at any time and in any
amount,  within limits.  Thus, you are not required to pay the planned  periodic
premium and you may make payments in addition to the planned periodic premium.

Policy Account Value

We will measure your  benefits  under the policy by your Policy  Account  Value.
Your Policy Account Value will reflect:

o    the premiums you pay;

o    the returns earned by the subaccounts you select;

o    the interest earned on the amount allocated to the Guaranteed Account;

o    any loans or partial surrenders; and

o    the policy charges and expenses we deduct.

Death Benefit

When you apply for a policy, you must select:

o    The Face Amount.

o    The death benefit option, which determines the manner in which we calculate
     the death benefit for your policy.

You may select from two death benefit options. They are:

o    Option I: Level Death Benefit  Option.  The basic death benefit will be the
     greater of:

1.   The Face Amount; or

2.   Policy  Account Value on the date of death  multiplied  by the  appropriate
     minimum death benefit factor.

o    Option II: Increasing Death Benefit Option. The basic death benefit will be
     the greater of:

1.   The Face Amount plus the Policy Account Value; or

2.   Policy  Account Value on the date of death  multiplied  by the  appropriate
     minimum death benefit factor.

Within  limits,  you may change the death  benefit  option and,  after the first
Policy Year, may change the Face Amount.


Cash Benefits During the Life of the Insured

During  the life of the  Insured,  your  policy has cash  benefits  that you can
access within limits through loans, partial surrenders or a full surrender.

o    Loans -- You may borrow against your Net Cash Surrender  Value at any time.
     If your  policy is a modified  endowment  contract,  the Code may treat the
     loan as a taxable distribution of income.

o    Partial  Surrender -- You may withdraw  part of your Policy  Account  Value
     after the first Policy Year. We may deduct an administrative charge. If you
     make a partial surrender during the surrender charge period, we will deduct
     a surrender  charge.  A partial  surrender  may result in a decrease in the
     Face Amount of your policy depending upon your death benefit option.

o    Full  Surrender -- You may surrender your policy for its Net Cash Surrender
     Value. If you surrender your policy during the surrender charge period,  we
     will deduct a surrender charge. A surrender will terminate your policy.

Expenses of the Policy

We deduct expenses related to your policy. These deductions are made:

o    from premium,  your Policy Account Value and the assets of the subaccounts;
     and

o    upon certain transactions.

Deduction  From Premium -- we will deduct 5% from your premium  payments  plus a
state specific  percent of premium equal to the state and local premium tax rate
applicable to the policy.  These deductions are for state premium taxes, federal
taxes, sales and other acquisition related expenses.

Monthly  Deductions  From Policy Account Value -- we will deduct on each Monthly
Anniversary charges for:

o         The administration of your policy.

o         The cost of insurance for your policy.

o         The costs associated with acquiring  and underwriting your policy.

o         The cost of any supplemental benefits or riders.

   
The monthly  deduction is deducted from your Accounts on a pro rata basis in the
same proportion as you have Policy Account Value in each Account.

Deductions  from  Subaccount Net Assets -- we will deduct a daily charge for the
mortality  and expense  risks we assume at an annual rate not to exceed 0.90% of
your Policy Account Value in the subaccounts.

Deductions Upon Certain Policy Transactions -- If you make a policy transaction,
a charge may apply. They are:

o    Transfer Charge -- You may make twelve transfers from your subaccounts each
     Policy  Year free of charge.  Thereafter,  we will  deduct a fee of $25 per
     transfer from the transferred amount.

o    Administrative  Charge for  Partial  Surrenders  - We  currently  deduct an
     administrative  charge of $25 upon a partial  surrender.  In certain states
     the charge may be the lesser of $25 or 2% of the amount surrendered.
    

o    Surrender Charge - A surrender charge for partial  surrenders is equal to a
     pro  rata  portion  of the  surrender  charge  that  would  apply to a full
     surrender.  This applies during the first 14 Policy Years and for the first
     14 Policy Years  immediately  following an increase in Face Amount.  If you
     request a full surrender  during the first 14 Policy Years, we may deduct a
     surrender  charge  based on the  initial  Face  Amount.  If you  request  a
     surrender within 14 years immediately following an increase in Face Amount,
     we will deduct a surrender charge based on the increase in Face Amount. The
     surrender charge will be deducted before any surrender proceeds are paid.

o    Surrender  Charge  for  Face  Amount  Decreases  -- We may  also  deduct  a
     surrender  charge  from the Policy  Account  Value upon a decrease  in Face
     Amount. If you request a decrease in Face Amount during the first 14 Policy
     Years, we will deduct a surrender  charge based on the initial Face Amount.
     If you request a decrease within 14 years immediately following an increase
     in Face Amount,  we will deduct a surrender charge based on the increase in
     Face Amount.

In addition,  you will  indirectly  bear the costs of the investment  management
fees and expenses paid from the assets of the portfolios you select.

   
The following  tables are designed to help you  understand  the various fees and
expenses  that you will bear directly or  indirectly.  The first table shows the
policy  charges and  deductions  you will bear  directly  under the policy.  The
second  table shows the fees and expenses of the  portfolios  that you will bear
indirectly when you purchase a policy.



                          Policy Charges and Deductions

Transaction Charges

     Sales and DAC Tax Charge 5% of each premium payment

     Premium Tax Charge(1) 0.50% to 5% of each premium payment

     Transfer Charge $25 for each transfer in excess of 12 each Policy Year

     Surrender  Charge  During  the  first 14 Policy  Years and the first  years
     immediately following an increase in Face Amount, there will be a surrender
     charge of up to 25% of the first year premium paid up to a surrender charge
     premium plus 4% of the first year  premium paid in excess of the  surrender
     charge premium. (3)

     Partial  Surrender  Administrative  $25 per partial  surrender - In certain
     states  the  charge  may  Charge  the  lesser  of $25  or 2% of the  amount
     surrendered.


Account Value Charges (deducted monthly)

     Cost of Insurance Charge(2)

   Current                               Guaranteed

Ranges from 0.01609 per             Ranges from 0.05667 per
$1,000 of net amount at risk        $1,000 of net amount at risk
to 71.15029 per $1,000 of net       to 83.33333 per $1,000 of net
amount at risk(4)                   amount at risk(4)

Monthly Expense Charge                               Current          Guaranteed

If the Face Amount is between $50,000 and $199,000   $  7.50           $15.00
If the Face Amount is between $200,000 and $499,000  $  5.00           $10.00
If the Face Amount is between $500,000 and greater   $  4.00           $10.00
First Year Additional Charge                         $ 20.00           $25.00


     First  Year  Administrative  Charge  Up to $25 per month  during  the first
     Policy Year and for 12 months following an increase in Face Amount

     Annual Separate Account Charges  (deducted daily and shown as an annualized
     percentage of average net assets)

         Mortality and Expense Risk Charge    Current          Guaranteed

                                              0.90%            0.90%

(1)  We deduct a premium tax charge equal to the actual state tax rate from each
     premium payment. State and local premium tax rates range from 0.50% to 5%.

(2)  The current cost of insurance  charge will never exceed the guaranteed cost
     of  insurance  charge  shown in the  policy.  The net amount at risk is the
     difference  between the death benefit  divided by 1.0032737 and the current
     Policy  Account  Value.  (See  "Expenses  of the Policy - Cost of Insurance
     Charge.")

(3)  A policy's  surrender  charge  premium  is based on the issue age,  sex and
     smoker  status  of the  Insured  and the  Face  Amount.  For a 45 year  old
     non-smoking  male  purchasing  $500,000  Face Amount the  surrender  charge
     premium would be $8,530.00.  For a 65 year old non-smoking  male purchasing
     $200,000 Face Amount, the surrender charge premium would be $10,762.00. The
     lowest and  highest  maximum  surrender  charge  will range from  $11.02 to
     $34.34 per $1,000 of Face Amount.  (See Appendix B for additional  examples
     of surrender charge premiums.)

(4)  Current and guaranteed cost of insurance charges are based on the issue age
     (or Attained Age in the case of increase in Face  Amount),  sex, rate class
     of the Insured, and Policy Year.


<PAGE>

                            Annual Portfolio Expenses
                          Before Waivers/Reimbursements
                             As of December 31, 1998

The  purpose of this table is to assist the Owner in  understanding  the various
costs and expenses that will be incurred, directly or indirectly. It is based on
historical  expenses  as a  percentage  of  net  assets  before  waivers  and/or
reimbursements,  if applicable,  for the year ended December 31, 1998, except as
indicated  below.  Expenses  of the  portfolios  of the  fund  are not  fixed or
specified under the terms of the policy. Actual expenses may vary.
<TABLE>
                                                       Management    Other             Total
                                                       Fees         Expenses(1)       Expenses
<S>                                                     <C>             <C>            <C>  
Alliance Variable Products Series Fund(2)
Conservative Investors Portfolio                       0.75%          0.44%            1.19%
Global Bond Portfolio                                  0.65%          0.52%            1.17%
Global Dollar Government Portfolio                     0.75%          1.00%            1.75%
Growth Portfolio                                       0.75%          0.12%            0.87%
Growth Investors Portfolio                             0.75%          0.93%            1.68%
Growth & Income Portfolio                              0.63%          0.10%            0.73%
High-Yield Portfolio                                   0.75%          1.05%            1.80%
International Portfolio                                1.00%          0.37%            1.37%
Money Market Portfolio                                 0.50%          0.18%            0.68%
North American Government Income Portfolio             0.65%          0.52%            1.17%
Premier Growth Portfolio                               1.00%          0.09%            1.09%
Quasar Portfolio                                       1.00%          0.30%            1.30%
Real Estate Investment Portfolio                       0.90%          0.87%            1.77%
Short-Term Multi Market Portfolio                      0.55%          2.14%            2.69%
Technology Portfolio                                   1.00%          0.20%            1.20%
Total Return Portfolio                                 0.63%          0.32%            0.95%
U.S. Government/High Grade Securities Portfolio        0.60%          0.31%            0.91%
Utility Income Portfolio                               0.75%          0.60%            1.35%
Worldwide Privatization Portfolio                      1.00%          0.70%            1.70%
</TABLE>

(1)  Other expenses are based on the expenses  outlined in the  prospectuses for
     the Alliance Variable Products Series Fund.

(2)  Expenses for the following  portfolios  after waivers and  reimbursement by
     the Alliance  Variable  Products Series Fund's  investment  adviser for the
     period ended December 31, 1998, were as follows:


                                                  Management   Other      Total
                                                  Fees        Expenses  Expenses

Conservative Investors Portfolio                  0.46%       0.44%      0.90%
Global Bond Portfolio                             0.64%       0.29%      0.93%
Global Dollar Government Portfolio                0.39%       0.56%      0.95%
Growth Investors Portfolio                        0.01%       0.93%      0.94%
High-Yield Portfolio                              0.44%       0.51%      0.95%
International Portfolio                           0.58%       0.37%      0.95%
North American Government Income Portfolio        0.53%       0.33%      0.86%
Premier Growth Portfolio                          0.97%       0.09%      1.06%
Quasar Portfolio                                  0.73%       0.22%      0.95%
Real Estate Investment Portfolio                  0.08%       0.87%      0.95%
Short-Term Multi Market Portfolio                 0.00%       0.94%      0.94%
Technology Portfolio                              0.81%       0.14%      0.95%
Total Return Portfolio                            0.62%       0.26%      0.88%
U.S. Government/High Grade Securities Portfolio   0.60%       0.18%      0.78%
Utility Income Portfolio                          0.58%       0.37%      0.95%
Worldwide Privatization Portfolio                 0.25%       0.70%      0.95%

    

Federal Tax Considerations

 Your purchase of, and transactions under, your policy may have tax consequences
that you should consider before purchasing the policy. You may wish to consult a
tax adviser.  In general,  the death  benefit will not be taxable  income to the
Beneficiary.  You will not be taxed as your Policy Account Value increases. Upon
a distribution  from your policy,  however,  you may be taxed on any increase in
Policy Account Value.


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

                               Purchasing a Policy

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


Applying for a Policy

To purchase a policy,  you must complete an application and submit it to us. You
must specify certain information in the application,  including the Face Amount,
the death benefit option and  supplemental  benefit riders,  if any. We may also
require  information to determine if the Insured is an acceptable risk to us. We
may  require  a  medical  examination  of the  Insured  and ask  for  additional
information.

You may  apply  for a policy  to cover a person  who is  younger  than age 76. A
newborn may be an Insured. The minimum Face Amount is $50,000.

   
We require a minimum  initial  premium before we will issue the policy.  You may
pay the minimum  initial  premium when you submit the  application or at a later
date.
    

We will not  issue a policy  until we have  accepted  the  application.  We will
accept an application if it meets our  underwriting  rules. We reserve the right
to reject an  application  for any reason or "rate" an Insured as a  substandard
risk.

Your policy will become effective after:

o         We accept your application.

o         We receive an initial premium payment in an amount we determine.

o         We have completed our review of your application to our satisfaction.


   
Your Right to Cancel the Policy

Once you receive your policy,  you should read the policy. You have the right to
cancel the policy for any reason within the later of:

o    45 days after you sign Part I of the application; or

o    10 days after you received  the policy.  If required by the state where you
     live, we will extend the time period to the number of days required by law.
    

This is your "period to examine and cancel."

Your right to cancel also applies to the amount of any increase in Face Amount.

You may cancel the policy by  returning  it to our  Administrative  Office or to
your agent within the applicable time with a written  request for  cancellation.
We will refund you the premium  paid on the policy.  Thus,  the amount we return
will  not  reflect  the  returns  of  the   subaccounts  you  selected  in  your
application.

Premiums

The policy allows you to select the timing and amount of premium payments within
limits. Send premium payments to our Administrative Office.

Restrictions on Premiums.   We may not accept any premium payment:

o    If it is less than $50.

o    If the  premium  would  cause  the  policy  to  fail to  qualify  as a life
     insurance  contract as defined in Section 7702 of the Code.  We will refund
     any portion of any premium that causes the policy to fail. In addition,  we
     will monitor the policy and will attempt to notify you on a timely basis if
     your policy is in jeopardy of becoming a modified  endowment contract under
     the Code.

o    If the premium  would  increase the amount of our risk under your policy by
     an amount greater than that premium  amount.  In such cases, we may require
     satisfactory evidence of insurability before accepting that premium.

Minimum  Initial  Premium.  We will calculate the minimum initial  premium.  The
amount is based on a number of factors,  including the age, sex and rating class
of the proposed Insured,  the desired Face Amount and any supplemental  benefits
or  riders  applied  for and  whether  premiums  will be paid by  pre-authorized
checking.

Planned  Periodic  Premium.  When you apply for a policy,  you select a plan for
paying level  premiums at specified  intervals.  The  intervals  may be monthly,
quarterly, semi-annually or annually, for the life of the policy. Pre-authorized
checking  may be required  for  monthly  payments.  We will  establish a minimum
amount that may be used as the planned periodic premium.

You are not required to pay premiums in accordance with this plan.  Rather,  you
can pay  more or less  than  the  planned  periodic  premium  or skip a  planned
periodic premium  entirely.  At any time you can change the amount and frequency
of planned  periodic  premium by sending a written notice to our  Administrative
Office.

Additional  Premiums.  Additional  premiums  are  premiums  other  than  planned
premiums.  Additional premiums may be paid in any amount and at any time subject
to the Code. 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
may be needed to prevent your policy from terminating.

   
Effect of Premium Payments. In general, paying all planned periodic premiums may
not prevent  your  policy  from  lapsing.  In  addition,  if you fail to pay any
planned periodic premiums, your policy will not necessarily lapse.

Your  policy  will  lapse  only when the Net Cash  Surrender  Value on a Monthly
Anniversary is less than the amount of that date's monthly deduction. This could
happen if the Net Cash Surrender Value has decreased because:

o    of the negative return or insufficient  return earned by one or more of the
     subaccounts you selected; or
    

o    of any combination of the following -- you have outstanding loans, you have
     taken partial  surrenders,  we have deducted policy  expenses,  or you have
     made insufficient premium payments to offset the monthly deduction.

Grace Period.  In order for insurance  coverage to remain in force, the Net Cash
Surrender Value on each Monthly Anniversary must be equal to or greater than the
total monthly deductions for that Monthly Anniversary.  If it is not, you have a
Grace  Period of 61 days  during  which the policy will  continue in force.  The
Grace Period begins on the Monthly Anniversary that the Net Cash Surrender Value
is less than the total  monthly  deductions  then  due.  If we do not  receive a
sufficient premium before the end of the Grace Period, the policy will terminate
without value.

We will send you a written  notice  within 30 days of the beginning of any Grace
Period. The notice will state:

o    A Grace Period of 61 days has begun.

o    The amount of premium  required to prevent  your  policy from  terminating.
     This  amount  is  equal  to the  amount  needed  to  increase  the Net Cash
     Surrender Value sufficiently to cover total monthly deductions for the next
     three (3) Monthly Anniversaries.

If the Insured dies during the Grace Period, we will still pay the death benefit
to the  Beneficiary.  The amount we pay will reflect a reduction  for the unpaid
monthly deductions due on or before the date of the Insured's death.

If your policy lapses with an outstanding loan you may have taxable income.

Premium  Allocations.  In the  application,  you specify the  percentage  of Net
Premiums  to be  allocated  to each  subaccount  or to the  Guaranteed  Account.
However,  until the period to examine and cancel expires,  we invest this amount
in the Money  Market  Subaccount.  On the first  business  day after the  period
expires,  we will  reallocate  your  Policy  Account  Value based on the premium
allocation percentages in your application.

For  all  subsequent  premiums,  we  will  use the  allocation  percentages  you
specified  in the  application  until  you  change  them.  You  can  change  the
allocation   percentages   at  any  time  by  sending   written  notice  to  our
Administrative  Office.  The change will apply to all Premiums  received with or
after your notice.

Allocation  Rules.   Your  allocation   instructions  must  meet  the  following
requirements:

o    Each allocation percentage must be a whole number; and

o    Any  allocation  to a  subaccount  must be at least 5%; and the sum of your
     allocations must equal 100%.

Crediting  Premiums.  Your  initial Net Premium  will be credited to your Policy
Account  Value as of the Policy Date. We will credit and invest  subsequent  Net
Premiums  on the date we  receive  the  premium  or  notice  of  deposit  at our
Administrative Office.

If any premium  requires us to accept  additional  risk,  we will  allocate this
amount to the Money Market Subaccount until we complete our  underwriting.  When
accepted, and at the end of the period to examine and cancel the policy, we will
allocate it in accordance with your allocation percentages.


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

                             The Investment Options

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


   
You may allocate your Policy Account Value to:

o    the subaccounts which invest in the variable investment options; or

o    the Guaranteed Account.

Variable Investment Options

Under the policy,  you may currently allocate your Policy Account Value into any
of the available subaccounts. Each subaccount invests in a distinct portfolio of
the Alliance  Variable  Products  Series Fund,  Inc.  These  portfolios  operate
similarly  to a mutual  fund but are only  available  through  the  purchase  of
certain  insurance  contracts.  The fund may also include other portfolios which
are not available under the policy.
    

ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.

Conservative  Investors Portfolio seeks the highest total return without, in the
view  of  the  Fund's  Adviser,  undue  risk  to  principal  by  investing  in a
diversified mix of publicly traded equity and fixed-income securities.

Global Bond 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.  The sub-adviser for this portfolio is AIGAM  International
Limited, an affiliate of American International Group, Inc.

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  portfolio's
assets will be invested in high yield,  high risk  securities that are low-rated
(i.e., below investment  grade), or of comparable quality and unrated,  and that
are considered to be predominately  speculative as regards the issuer's capacity
to pay interest and repay principal.

Growth  Portfolio  seeks 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 reasonable opportunities for appreciation through investments
primarily in dividend-paying common stocks of good quality.

Growth Investors  Portfolio seeks the highest total return  consistent with what
the Fund's Adviser considers to be reasonable risk by investing in a diversified
mix of publicly traded equity and fixed-income securities.

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 the nationally  recognized
rating services. These securities,  which are often referred to as "junk bonds,"
are 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.

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.

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.

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

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 on their
potential  for capital  appreciation,  current  income will be incidental to the
objective of capital  growth.  The portfolio is not intended for investors whose
principal objective is assured income or preservation of capital.

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

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.

Short-Term  Multi Market  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  high-quality  debt  securities  having
remaining maturities of not more than three years.

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.

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 obligations, bonds and senior debt securities.

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.

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  enterprises  that are
undergoing,  or have  undergone,  privatization.  The balance of the portfolio's
investment  portfolio  will include  equity  securities  of  companies  that are
believed by the Fund's Advisor to be beneficiaries of the privatization process.

Guaranteed Investment Option

Under the policy,  you may currently  allocate your Policy  Account Value to the
Guaranteed Account. In addition, if you request a loan, we will allocate part of
your Policy  Account Value to the Loan Account  which is part of the  Guaranteed
Account.

We treat each  allocation  and  transfer  separately  for  purposes of crediting
interest and making deductions from the Guaranteed Account.

Interest  Credited On the Guaranteed  Account.  All of your Policy Account Value
held in the Guaranteed  Account will earn interest at a rate we determine in our
sole  discretion.  This  rate  will  never be less  than 4% per year  compounded
annually.  You  assume  the risk  that  interest  credited  may not  exceed  the
guaranteed  minimum rate of 4% per year. The Loan Account portion of your Policy
Account Value may earn a different  interest rate than the remaining  portion of
your Policy Account Value in the Guaranteed Account.

Deductions from the Guaranteed  Account.  We will deduct any transfers,  partial
surrenders or any policy expenses from the Guaranteed  Account and your variable
investment options on a pro rata basis, unless you provide other directions.  No
portion of the Loan Account may be used for this purpose.

The Loan Account  will only  increase or decrease in value when policy loans are
taken or repayments are made. If an amount is transferred  from the Loan Account
to the remaining  portion of the guaranteed  Policy  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.

Payments from the  Guaranteed  Account.  If we must pay any part of the proceeds
for a loan, partial surrender or full surrender from the Guaranteed  Account, we
may defer the  payment for up to six months from the date we receive the written
request. If we defer payment from the Guaranteed Account for 30 days or more, we
will pay interest on the amount we deferred at a rate of 4% per year, compounded
annually, until we make payment.


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

                       Investing Your Policy Account Value

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


The policy allows you to choose how to invest your Policy  Account  Value.  Your
Policy Account Value will increase or decrease based on:

o         The returns earned by the Subaccounts you select.

o         Interest credited on amounts allocated to the Guaranteed Account.

We will determine your policy  benefits based upon your Policy Account Value. If
your Policy Account Value is insufficient, your policy may terminate. If the Net
Cash  Surrender  Value on a monthly  anniversary is less than the amount of that
date's monthly deduction,  the policy will be in default and a Grace Period will
begin.

Determining the Policy Account Value

On the Policy  Date,  your  Policy  Account  Value is equal to your  initial Net
Premium.  If the  Policy  Date and the Issue  Date are the same day,  the Policy
Account Value is equal to your initial  premium,  less the premium  expenses and
monthly deduction.

On each Valuation Date thereafter, your Policy Account Value is equal to:

o         Your Policy Account Value held in the subaccounts; and

o         Your Policy Account Value held in Guaranteed Account.

Your Policy Account Value will reflect:

o         the premiums you pay;

o         the returns earned by the subaccounts you select;

o         the interest credited on amounts allocated to the Guaranteed Account;

o         any loans or partial surrenders; and

o         the policy expenses we deduct.

Policy Account Value in the Subaccounts. We measure your Policy Account Value in
the subaccounts by the value of the subaccounts' accumulation units we credit to
your policy.  When you allocate premiums or transfer part of your Policy Account
Value to a  subaccount,  we credit your policy with  accumulation  units in that
subaccount.  The number of accumulation units equals the amount allocated to the
subaccount  divided  by  that  subaccount's  accumulation  unit  value  for  the
Valuation Date when the allocation is effected.

The number of subaccount accumulation units we credit to your policy will:

o    increase  when Net  Premium is  allocated  to the  subaccount,  amounts are
     transferred  to the  subaccount  and loan  repayments  are  credited to the
     subaccount.

o    decrease when the allocated  portion of the monthly deduction is taken from
     the  subaccount,  a 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.

Accumulation  Unit  Values.  A  subaccount's  accumulation  unit value varies to
reflect  the return of the  portfolio  and may  increase  or  decrease  from one
Valuation Date to the next. We arbitrarily set the  accumulation  unit value for
each  subaccount at $10 when the subaccount  was  established.  Thereafter,  the
accumulation  unit  value  equals  the  accumulation  unit  value  for the prior
Valuation  Period  multiplied  by the net  investment  factor  for  the  current
Valuation Period.

Net Investment  Factor.  The net investment factor is an index we use to measure
the investment  return earned by a subaccount  during a Valuation  Period. It is
based on the  change  in net asset  value of the  portfolio  shares  held by the
subaccount,  and  reflects any  dividend or capital  gain  distributions  on the
portfolio  shares and the  deduction  of the daily  mortality  and expense  risk
charge.

Guaranteed  Policy Account Value. On any Valuation Date, the Guaranteed  Account
portion of your Policy Account Value equals:

o    the total of all Net Premium, allocated to the Guaranteed Account, plus

o    any amounts transferred to the Guaranteed Account, plus

o    interest   credited  on  the  amounts  allocated  and  transferred  to  the
     Guaranteed Account, less

o    the amount of any transfers from the Guaranteed Account, less

o    the amount of any  partial  surrenders,  including  the  partial  surrender
     charges, taken from the Guaranteed Account, and less

o    the allocated portion of the monthly deduction deducted from the Guaranteed
     Account, plus

o    the amount of the Loan Account.

If you take a loan,  we transfer the amount of the loan to the Loan Account held
in the Guaranteed Account.  The value of your Loan Account includes transfers to
and from the Loan Account as you take and repay loans and  interest  credited on
the 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 assessed if the policy
were surrendered on that date.

   
Net Cash Surrender  Value.  The Net Cash Surrender  Value on a Valuation Date is
the amount you would receive on a surrender of your policy and is equal to:

o    the Cash Surrender Value, less

o    the outstanding loan on that date.
    
Transfers


You  may  transfer  Policy  Account  Value  among  the  subaccounts  and  to the
Guaranteed Account after the period to examine and cancel. All transfer requests
must satisfy the following requirements:

o    Minimum  amount of  transfer  -- You must  transfer  at least  $250 or, the
     balance in the subaccount or the Guaranteed Account, if less;

o    Form of transfer request - Transfer requests must be in writing;

o    Transfers from the Guaranteed  Account -- The maximum you may transfer in a
     Policy Year is equal to 25% of your guaranteed Policy Account Value that is
     not in the Loan  Account.  Transfers  may be made 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.

   
Date We Process Your Transfer Request.  We must receive your transfer request at
our Administrative Office. We process transfers at the price next computed after
we receive your transfer  request.  We may,  however,  defer transfers under the
same conditions as described under "Other Policy  Provisions - When Proceeds Are
Paid."
    

Number of Allowable  Transfers/Transfer  Charge.  We do not currently  limit the
number  of  transfers  you may make.  We will  currently  assess a $25  transfer
charge,  however,  for each  transfer in excess of 12 during a Policy Year.  All
transfers  processed  on the same  business  day will count as one  transfer for
purposes of determining  the number of transfers you have made in a Policy Year.
We reserve  the right to  increase  or  decrease  the  number of free  transfers
allowed in any Policy Year.

We will confirm transfer  requests  received by fax before  processing them. You
should review all confirmations to determine if there have been any unauthorized
transfers.

Dollar Cost Averaging

Dollar cost averaging is a systematic method of investing at regular  intervals.
By investing at regular  intervals,  the cost of the securities is averaged over
time and perhaps over various market cycles.

   
Under this  program  we will  automatically  transfer  monthly a portion of your
Money Market Subaccount value into other  subaccounts or the Guaranteed  Account
for a period not in excess of 24 months. We will allocate the transfers based on
your current premium allocation  instructions.  However,  no less than 5% may be
allocated to any one subaccount or to the Guaranteed Account. There is no charge
for this  option  which can be elected at any time  provided  there is a minimum
balance of $2000 in the Money Market  Subaccount.  Transfers in connection  with
the dollar cost  averaging  program will not count against the 12 free transfers
in a Policy Year.
    

Dollar  Cost  Averaging  From a  Subaccount.  If you  instruct  us to  make  the
transfers from the Money Market Subaccount, you may request that we transfer:

o    A specified dollar amount -- we will automatically  transfer this amount in
     accordance with your most current  premium  allocation  instructions  for a
     specified period until your Policy Account Value in the transferring  Money
     Market Subaccount is depleted.

o    A  specified  number of  months--  we will  automatically  transfer  over a
     specific  number of months an amount  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 transfer
     will be for 1/10 and so on until the end of the requested period.

We will begin to process your automatic transfers:

   
o    On the first monthly anniversary following the end of the period to examine
     and cancel if you requested the  automatic  transfers  when you applied for
     your policy.

o    On the second Monthly Anniversary  following the receipt of your request at
     our Administrative Office if you elect the option after you applied for the
     policy.
    

We will stop processing automatic transfers if:

o    The funds in the Money Market Subaccount are depleted;

o    We  receive  you  written  request at our  Administrative  Office to cancel
     future transfers;

o    We receive notification of death of the Insured; or

o    Your policy goes into the Grace Period.

Dollar  cost  averaging  may lessen the  impact of market  fluctuations  on your
investment.  Using dollar cost averaging does not guarantee  investment gains or
protect against loss in a declining market.


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

                                  Death Benefit

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


Death Benefit

During the policy term, we will pay the death benefit to the  Beneficiary  after
the  Insured's  death.  To make payment,  we must receive at our  Administrative
Office:

o    satisfactory proof of the Insured's death; and

o    the policy.

Payment of Death Benefit.  We will pay the death benefit  generally within seven
days after we receive the information we require.  We will pay the death benefit
to the  Beneficiary  in one lump sum or, if  elected,  under a  payment  option.
Payment of the death  benefit may also be affected  by other  provisions  of the
policy.

We will pay interest on the death benefit from the date of the  Insured's  death
to the date of payment as required by applicable state law.

Amount of Death  Benefit.  We will determine the death benefit as of the date of
the Insured's death. The death benefit will equal:

o    the death benefit amount  determined  according to the death benefit option
     selected; plus

o    any other benefits then due from riders to the policy; minus

o    the outstanding loan, if any, and accrued loan interest; minus

o    any overdue monthly deductions if the Insured dies during a Grace Period.

Death Benefit Options

You may select from two death benefit options.

   
Option I - Level  Death  Benefit  Option.  The basic death  benefit  will be the
greater of:

     (1)  the Face Amount; or

     (2)  Policy  Account Value at date of death  multiplied by the  appropriate
          minimum death benefit factor.

Option II - Increasing  Death Benefits  Option.  The basic death benefit will be
the greater of:
    

     (1)  the Face Amount plus the Policy Account Value; or

     (2)  Policy  Account Value at date of death  multiplied by the  appropriate
          minimum death benefit factor.

Changes in Death Benefit Options

You may change your death benefit  option by providing your agent with a written
request or by writing us at our  Administrative  Office. We may require that you
submit satisfactory evidence of insurability to us.

If you request a change from  Option I to Option II, we will  decrease  the Face
Amount by an amount  equal to your Policy  Account  Value on the date the change
takes effect.  However, we reserve the right to decline to make such a change if
it would reduce the Face Amount below the minimum Face Amount.

If you request a change from  Option II to Option I, we will  increase  the Face
Amount by an amount  equal to your Policy  Account  Value on the date the change
takes effect.  Such  decreases and increases in the Face Amount are made so that
the death benefit remains the same on the date the change takes effect.

Once approved,  we will issue new policy  information pages and attach a copy of
your application for change. 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 changes  that we determine
would  cause  the  policy  to  fail  to  qualify  as life  insurance  under  our
interpretation of the Code.

The change will take effect on the next Monthly  Anniversary that coincides with
or next follows the date we approve your request.

Changes in Face Amount

At any time after the first policy  anniversary while the policy is in force you
may  request  a change  in the Face  Amount.  We will not make a change  in Face
Amount that causes your policy to fail to qualify as life insurance under of the
Code.

Increases in Face Amount.  Any request for an increase:

     o    Must be for at least $10,000.

     o    May not be requested in the same Policy Year as another request for an
          increase.

     o    May not be requested after the Insured is Attained Age 75.

A written application must be submitted to our Administration  Office along with
satisfactory  evidence  of  insurability.  You must  return the policy so we can
amend it to reflect  the  increase.  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.

Decreases in Face Amount.  Any request for a decrease:

     o    Must be at least $5,000.

     o    Must not cause the Face Amount  after the decrease to be less than the
          minimum Face Amount at which we would issue a policy.

     o    During the first 5 Policy Years,  the Face Amount may not be decreased
          by more than 10% of the initial Face Amount in any one Policy Year.

     o    No  decrease  may be made  during  the  first 12 months  following  an
          increase in Face Amount.

     o    If the Face Amount is  decreased  during the first 14 Policy  Years or
          within 14 Policy  Years of an  increase  in Face  Amount,  a surrender
          charge may be applicable.

Consequences  of a Change in Face Amount.  Both  increases and decreases in Face
Amount may impact the surrender charge. In addition,  an increase or decrease in
Face  Amount  may  impact  the  status  of the  policy as a  modified  endowment
contract.


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                     Cash Benefits During the Insured's Life

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During the life of the  Insured,  your  policy has cash  benefits  which you may
access within limits by taking loans, partial surrenders or a full surrender.

Policy Loans

You may request a loan  against  your policy at any time after the first  Policy
Year or after the first 12 months following an increase in Face Amount while the
policy has a Net Cash Surrender  Value.  We limit the minimum and maximum amount
of loan you may take.

     o    Maximum  Loan  Amount.  After First  Policy  Year -- The maximum  loan
          amount is:

     o    90% of Your Net Cash Surrender Value, less

     o    Any outstanding loans

     o    Minimum Loan Amount -- $500

You must submit a written request for a loan to the Administrative Office. Loans
will be  processed  as of the date we receive the request at our  Administrative
Office. Loan proceeds generally will be sent to you within seven days.

Interest.  We charge interest daily on any outstanding loan at a declared annual
rate not in excess of 8%. The maximum net cost (the difference  between the rate
of interest we charge on policy loans and the amount we credit on the equivalent
amount held in the Loan  Account) of a loan is 2% per year.  Interest is due and
payable at the end of each Policy Year while a 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 loan.

For Policy Years 11 and later, a portion of the 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.

Loan Account. You may direct us to take an amount equal to the loan proceeds and
any  amount  attributed  to  unpaid  interest  from any  subaccount  or from the
Guaranteed Account. Otherwise, we will withdraw this amount from each Account on
a pro rata basis.  We transfer this amount to the Loan Account in the Guaranteed
Account.

When a loan is repaid, an amount equal to the repayment will be transferred from
the Loan Account to the  subaccounts  and Guaranteed  Account in accordance with
your allocation percentages in effect at the time of repayment.

Effect of Loan. A loan,  whether or not repaid,  will have a permanent effect on
the death benefit and Policy Account Value because the investment results of the
subaccounts and current  interest rates credited in the Guaranteed  Account will
apply only to the non-loaned portion of the 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 loan is outstanding,  the effect could be favorable
or unfavorable.

In addition,  loans from  modified  endowment  contracts  may be treated for tax
purposes as distributions of income.

If  the  death  benefit  becomes  payable  while  a  loan  is  outstanding,  the
outstanding loan will be deducted in calculating the death benefit.

If the  outstanding  loan  exceeds 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.

Outstanding Loan. The outstanding loan on a Valuation Date equals:

     o    All  loans  that  have  not been  repaid  (including  past due  unpaid
          interest added to the loan), plus

     o    accrued interest not yet due.

Loan Repayment.  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.

Partial Surrenders

You may  request  a  partial  surrender  at any  time  after  the  first  policy
anniversary.  No more than two  partial  surrenders  may be made during a Policy
Year.

We may limit the minimum and maximum amount of partial surrenders.

o    Maximum Partial  Surrender Amount - 90% of your policy's Net Cash Surrender
     Value except that the partial surrender may not cause the Face Amount to be
     less than the required minimum Face Amount.

o         Minimum Partial Surrender Amount -- $500

In order to make a partial  surrender,  you must submit a written request to our
Administrative  Office.  We will reduce your Policy Account Value by the partial
surrender  amount  plus any  applicable  charges.  When you  request  a  partial
surrender, you may direct us to take the requested amount from any subaccount or
from the Guaranteed  Account.  If the Guaranteed  Account or subaccount value is
insufficient to withdraw the amount  requested,  we will withdraw the difference
from  the  remaining  Accounts  on a pro rata  basis  unless  you have  provided
specific instructions to withdraw the amount from one or several Accounts.

   
We will process partial  surrender  requests at the price next computed after we
receive your written request at our Administrative Office. We will generally pay
partial surrenders within seven days.
    

Expenses for Partial Surrenders.  We will deduct the applicable surrender charge
on a partial  surrender.  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").
Currently,  we assess an administrative charge equal to the lesser of $25 of the
amount surrendered.  In certain states the charge may be the lesser of $25 or 2%
of the amount surrendered.

Effect of Partial Surrender on Your Face Amount.  The Face Amount of your policy
will also be reduced by the partial surrender amount if you selected Option I as
your death benefit.

We will  reduce the Face Amount 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.

No partial  surrender  may be made that would  reduce the Face Amount  below the
minimum Face Amount.

Partial surrenders from your policy may have tax consequences.

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. We will process a surrender
request  as of the  date we  receive  your  written  request  and  all  required
documents.  Your surrender request generally will be paid within seven days. The
Net Cash  Surrender  Value  may be taken  in one sum or it may be  applied  to a
payment  option.  Your policy will  terminate  and cease to be in force if it is
surrendered for one sum. It cannot later be reinstated.


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                          Payment Options for Benefits

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We offer a wide variety of optional ways of receiving proceeds payable under the
policy,  such as on a surrender  or death,  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.


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                             Expenses of the Policy

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Periodically,  we will deduct  expenses  related to your policy.  We will deduct
these:

     o    from premium, Policy Account Value and from subaccount assets; and

     o    upon certain transactions.

The amount of these  expenses are described in your policy as either  guaranteed
or current.  We will never charge more than the guaranteed amount. We may in our
discretion deduct on a current basis less than the guaranteed amount.

Deduction From Premium

We will deduct 5% plus a state  specific  percent of premium  from each  premium
payment.  This charge is intended to provide for state premium taxes,  DAC taxes
and for other expenses associated with acquiring and servicing a policy.

Monthly Deductions From Policy Account Value

On the Policy Date and each Monthly Anniversary thereafter,  we make a deduction
from the Policy Account Value.  On the Issue Date the amount deducted 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.  We
will deduct charges on each Monthly Anniversary for:

     o    The administration of your policy.

     o    The acquisition and underwriting costs of your policy.

     o    The cost of insurance for your policy.

     o    The cost of any supplemental benefits or riders.

We will take the monthly deductions from your Policy Account Value and from each
subaccount on a pro rata basis.

Administrative  Charge.  This charge compensates us for administrative  expenses
associated with the policy and the Separate Account.  The policy refers to these
expenses  as the  "monthly  expense  charge"  and  the  "additional  first  year
administrative charge."

Monthly Expense Charge.  We will make a deduction from your Policy Account Value
for expenses such as premium billing and collection,  record keeping, processing
claims,  loans,  policy  changes,   reporting  and  overhead  costs,  processing
applications and establishing  policy records associated with the administration
of your policy. This charge will vary based on the Policy Face Amount. The chart
below reflects the current and guaranteed monthly expense charges:

                                                        Current      Guaranteed
Monthly Expense Charge Per Policy                       Charge        Charge

If the Face Amount is between $50,000 and $199,999      $  7.50       $  15.00
If the Face Amount is between $200,000 and $499,999     $  5.00       $  10.00
If the Face Amount is $500,000 or greater               $  4.00       $  10.00
First Year Additional Charge                            $ 20.00       $  25.00

First Year Administrative  Charge. There is an additional monthly expense charge
during the first  Policy Year and  following  an increase in Face Amount for our
expenses  associated with the acquisition  and  underwriting of your policy.  We
deduct a monthly charge, not to exceed $25, during the first 12 months after the
Policy Date and the 12 months immediately following a Face Amount increase.

   
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  month  to  month.  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  described  below on 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; and (b) is the current total Policy Account Value.

Rate Classes for Insureds.  We currently rate Insureds in one of following basic
rate classifications based on our underwriting:

o         non-smoker standard
o         smoker
o         substandard for those involving a higher mortality risk

We place the  Insured  in a rate  class  when we issue the  policy  based on our
underwriting determination. 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 a lower  guaranteed  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 a higher  guaranteed  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 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.

In order to maintain  the policy in  compliance  with  Section 7702 of the Code,
under certain  circumstances  an increase in Policy  Account Value will cause an
automatic  increase in the death  benefit.  The  Attained Age and rate 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).

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

Legal Considerations  Relating to Sex-Distinct Premiums and Benefits.  Mortality
tables for the policy  generally  distinguish  between males and females.  Thus,
premiums and benefits  under the policy  covering  males and females of the same
age will generally differ. We do, however, also offer the policy based on unisex
mortality tables if required by state law. Employers and employee  organizations
considering  purchase  of a  policy  should  consult  their  legal  advisers  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 the policy with unisex mortality tables to such
prospective purchasers.

Deduction From Subaccount Assets

Mortality  and Expense  Risk  Charge.  We deduct a daily charge from your Policy
Account  Value in the  subaccounts  for assuming  certain  mortality and expense
risks under the policy.  This charge does not apply to the amounts you  allocate
to the  Guaranteed  Account.  The  guaranteed and current charge is at an annual
rate of 0.90% of the subaccount 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
an annual rate of 0.90% of your Policy Account Value in the  subaccounts for the
duration of a policy.

The  mortality  risk we assume is that the Insured under a policy may die sooner
than anticipated, and therefore we will pay an aggregate amount of death benefit
greater than  anticipated.  The expense risk we assume is that expenses incurred
in issuing and  administering  all Policies and the Separate Account will exceed
the  amounts  realized  from the  administrative  charges  assessed  against all
Policies.

   
Deductions Upon Policy Transactions

Transfer  Charge.  We currently  impose a $25 transfer charge on any transfer of
Policy Account Value among the subaccounts and the Guaranteed  Account in excess
of the 12 free transfers  permitted each Policy Year. When we impose the charge,
we deduct it from the amount  requested to be transferred  before  allocation to
the new  subaccount(s).  We will show the transfer charge in the confirmation of
the transaction.

Surrender  Charge.  If the policy is  surrendered or there is a decrease in Face
Amount during the first 14 Policy Years, we will deduct a surrender charge based
on the initial Face Amount. If a policy is surrendered or there is a decrease in
Face Amount  within 14 years after an increase in Face Amount,  we will deduct a
surrender  charge  based  on the  amount  by  which  the  Face  Amount  had been
increased.  The surrender charge will be deducted before any surrender  proceeds
are paid.

Surrender Charge Calculation.  In general,  the surrender charge is based on the
premiums  you pay. The  Surrender  Charge will be no greater than the product of
(3) times the sum of (1) and (2) where:

(1) is equal to 25% of the first year paid  premium up to the  surrender  charge
premium (see  Appendix B); and (2) is equal to 4% of the first year paid premium
in excess of the  surrender  charge  premium;  and (3) is a factor  based on the
Policy Year when the surrender occurs as described in the following table:

      Policy
      Year                  Factor

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

Surrender  Charge  Based On An  Increase  Or  Decrease  In Face  Amount.  If you
increase the Face Amount of the policy,  we will impose an additional  surrender
charge  during the 14 Policy  Years  immediately  following  the  increase.  The
additional  surrender  charge  period  will begin on the  effective  date of the
increase. If you reduce the Face Amount of the policy 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. If you have made several increases in
Face  Amount,  we will apply the  surrender  charge to prior  increases  in Face
Amount of the policy in the reverse  order in which such  increases  took place,
before applying the additional  surrender  charges to the initial Face Amount of
the policy.

Partial Surrender Charge.  We may deduct a partial surrender charge:

o         upon a partial surrender; and
o         if you decrease your Policy's Face Amount.

The amount of the partial surrender charge is equal to a pro rata portion of the
surrender  charge  that would apply to a full  surrender.  We deduct the partial
surrender  charge,  proportionately,  from  the  subaccounts  or the  Guaranteed
Account affected by your partial surrender.

Partial  Surrender  Charge Due to  Decrease  in Face  Amount.  We will deduct an
amount 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 currently deduct an administrative
charge of $25 upon a partial surrender.  In certain states the charge may be the
lesser of $25 or 2% of the amount surrendered.
    

Discount Purchase Programs

The amount of the  surrender  charge and other  charges  under the policy may be
reduced or eliminated when sales of the policy are made to groups of individuals
in a manner that in our opinion results in expense  savings.  For purchases made
by  our  officers,  directors  and  employees,  those  of an  affiliate,  or any
individual,  firm,  or a company that has executed the  necessary  agreements to
sell the  policy,  and  members  of the  immediate  families  of such  officers,
directors,  and employees,  we may reduce or eliminate the surrender charge. Any
variation  in  charges  under  the  policy,   including  the  surrender  charge,
administrative  charge or  mortality  and  expense  risk  charge,  will  reflect
differences in costs or services and will not be unfairly discriminatory.


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                        Supplemental Benefits and Riders

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We intend to make available certain  supplemental  benefits and riders which may
in the  future  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.

Accelerated Benefit Rider (ABR)
Accidental Death Benefit Rider (ADB)
Guaranteed Minimum Death Benefit (GMDB)
Child's Term Rider (CTR)
Other Insured Term Rider (OIR)
Primary Insured Term Rider (PIR)
Waiver of Monthly Deductions (WMD)
Waiver of Specified Premium (WSP)


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                             Other Policy Provisions

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Right to Exchange or Convert

You may exchange or convert this policy to a flexible premium fixed benefit life
insurance  policy on the life of the Insured without  evidence of  insurability.
This exchange may be made:

(a)      within 24 months after the Issue Date while the policy is in force;

(b)      within 24 months of any increase in Face Amount of the policy; or

(c)      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,
         we will notify you and give you information on the options available.

When an exchange or  conversion  is  requested,  we  accomplish  the exchange 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 remaining  life of
the new  Policy.  The Face  Amount in effect  at the time of the  exchange  will
remain  unchanged.  The effective date,  issue date and issue age of the Insured
will remain  unchanged.  The Owner and Beneficiary are the same as were recorded
immediately before the exchange.

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 (unless  otherwise  specified by state law) 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,  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  (unless
otherwise specified by state law) 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 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 Code or to make the policy  conform with any law or
regulation issued by any government agency to which it is subject.

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  required  documents.  Other  than  the  death  benefit,  which  are
determined as of the date of death, the amount will be determined as of the date
we receive the  required  documents.  However,  we may delay making a payment or
processing a transfer request if:

   
(1)  the New York Stock  Exchange is closed for other than a regular  holiday or
     weekend,  trading is restricted by the Securities and Exchange  Commission,
     or the  Securities  and  Exchange  Commission  declares  that an  emergency
     exists; or
    

(2) the  Securities  and Exchange  Commission by order permits  postponement  of
payment for your protection.

In addition we may delay making deductions from the Guaranteed Account.

Reports to Owners

You will receive a confirmation within seven days of the transaction of:

     o    the receipt of any unplanned  premium (and any premium received before
          the Issue Date);

     o    any change of allocation of premiums;

     o    any transfer among subaccounts;

     o    any loan, interest repayment, or loan repayment;

     o    any partial surrender;

     o    any return of premium  necessary  to comply  with  applicable  maximum
          receipt of any premium payment;

     o    any exercise of your right to cancel;

     o    an exchange of the policy;

     o    full surrender of the policy; or

     o    payment of the death benefit under the policy.

Within 30 days after each policy  anniversary we will send you a statement.  The
statement will show the death benefit currently payable,  and the current Policy
Account Value,  Cash Surrender  Value,  and the outstanding  loan. The statement
will also show premiums paid, all charges  deducted during the last Policy Year,
and all transactions. We will also send to you reports of the investments within
the Separate Account at least annually.

Assignment

You may assign the policy 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 this
assignment form 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.

Reinstatement

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

     1.   Request  reinstatement  of policy  benefits within three years (unless
          otherwise specified by state law) from the end of the Grace Period;

     2.   Provide evidence of insurability satisfactory to us;

     3.   Make a payment of an amount  sufficient to cover (i) the total monthly
          administrative  charges from the  beginning of the Grace Period to the
          effective  date of  reinstatement;  (ii) total monthly  deductions for
          three months, calculated from the effective date of reinstatement; and
          (iii) the premium expense 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 loan  which  existed  on the date the  policy
          ended.

The  effective  date of the  reinstatement  of policy  benefits will be the next
Monthly  Anniversary  which  coincides  with or next follows the date we approve
your request. From the required payment we will deduct the premium expenses. The
Policy  Account  Value,   loan  and  surrender  charges  that  will  apply  upon
reinstatement will be those that were in effect on the date the policy lapsed.

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

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                             Performance Information

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From time to time we may  advertise the "total  return" and the "average  annual
total  return" of the  subaccounts  and the  portfolios.  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
mortality and expense risk charge.  "Average  Annual Total Return"  reflects the
hypothetical  annually  compounded  return  that  would have  produced  the same
cumulative return if a 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.

   
The  performance  information  set forth in Appendix C reflects the total of the
income generated by the portfolio net of the total portfolio  operating expenses
(i.e.,  management  fees and other portfolio  expenses),  plus capital gains and
losses, realized or unrealized.  The performance results do not reflect: monthly
deductions;  cost of insurance;  surrender charges;  sales loads; DAC taxes; and
any state or local  premium  taxes.  If these charges were  included,  the total
return figures would be lower.
    

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. We 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  policy  and  the
characteristics of and market for such financial instruments.

Total  return  data may be  advertised  based  on the  period  of time  that the
portfolios  have been in  existence.  The  results  for any period  prior to the
policy being offered will be calculated as if the policy had been offered during
that period of time,  with all  charges  assumed to be those  applicable  to the
policy.  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.


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                        Federal Income Tax Considerations

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The following summarizes the current federal income tax law that applies to life
insurance in general.  This summary does not cover all situations.  This summary
is based  upon our  understanding  of the  current  federal  income tax laws and
current  interpretations  by the Internal  Revenue  Service.  We cannot  predict
whether the Code will  change.  You should  speak to a competent  tax adviser to
discuss  how the  purchase of a policy and the  transactions  you make under the
policy will impact your federal tax liability.

Tax Status of the Policy

A policy has  certain  tax  advantages  when it is treated as a "life  insurance
contract"  under the Code. We believe that the policy meets the  definition of a
life  insurance  contract under Section 7702 of the Code. You bear the risk that
the policy may not meet the definition of a life insurance contract.  You should
consult your tax adviser to discuss these risks.

The Company

We are  taxed as a life  insurance  company  under  the Code.  For  federal  tax
purposes,  the Separate  Account and its operations are considered to be part of
our operations and are not taxed separately.

Diversification and Investor Control

The  Code  requires  that  we  diversify  the  investments  underlying  variable
insurance  contracts.  If the investments  are not properly  diversified and any
remedial  period has passed,  Section 817(h) of the Code provides in general the
contract is immediately 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 taxable  income to you at the time that we
allocate any earnings to your policy.  You would have taxable income even though
you have not  received  any  payments  under the policy.  To the extent that any
segregated  asset  account with respect to a variable  life  insurance  contract
invests   exclusively   in  securities   issued  by  the  U.S.   Treasury,   the
diversification  standard is satisfied.  A segregated  asset account  underlying
life insurance  contracts such as the policy will also meet the  diversification
requirements if, as of the close of each quarter:

     o    the  regulated  investment  companies  in which the  segregated  asset
          account  invest  satisfy the  diversification  requirements  described
          below; and

     o    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.

Alternatively, the diversification requirements may be met for each if:

     o    no more than 55% of the value of the total assets of the  portfolio is
          represented by any one investment;

     o    no more than 70% of the value of the total assets of the  portfolio is
          represented by any two investments;

     o    no more than 80% of the value of the total assets of the  portfolio is
          represented by any three investments; and

     o    no more than 90% of the value of the total assets of the  portfolio is
          represented by any four investments.

There are several ways for investments to meet the diversification requirements.
Generally, each United States government agency or instrumentality is treated as
a separate issuer under these rules.

All securities of the same issuer are generally treated as a single investment.

We intend that each portfolio in which the subaccounts invest will be managed by
its investment adviser in compliance with these diversification  requirements. A
variable  life  insurance  policy  could fail to be treated as a life  insurance
contract  for tax  purposes if the owner of the policy has such control over the
investments  underlying the policy (e.g., by being able to transfer values among
subaccounts with only limited  restrictions) so as to be considered the owner of
the underlying  investments.  There is some uncertainty on this point because no
guidelines have been issued by the Treasury  Department.  If and when guidelines
are issued, we may be required to impose limitations on you're rights to control
investment  designations  under  the  policy.  We do not know  whether  any such
guidelines will be issued or whether any such guidelines  would have retroactive
effect. We, therefore,  reserve the right to make changes that we deem necessary
to insure that the policy qualifies as a life insurance contract.

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 has not issued final
regulations  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 contract.

With  respect  to a policy  issued on the basis of a  standard  rate  class,  we
believe  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 you pay the
full amount of premiums permitted under the policy.

If  subsequent  guidance  issued under  Section 7702 leads us to conclude that a
policy does not (or may not) satisfy Section 7702, we will take  appropriate and
necessary steps for the purpose of bringing the policy into  compliance,  but we
can give no  assurance  that it will be  possible  to achieve  that  result.  We
expressly reserve the right to restrict policy transactions if we determine such
action to be necessary to qualify the policy as a life insurance contracts under
Section 7702.

Tax Treatment of Policy Benefits In General

This  discussion  assumes  that each  policy  will  qualify as a life  insurance
contract for federal  income tax purposes  under Section 7702. The death benefit
under the  policy  should  be  excluded  from the  taxable  gross  income of the
Beneficiary.  In addition,  the increases in the Policy Account Value should not
be  taxed  until  there  has  been a  distribution  from  the  policy  such as a
surrender, partial surrender or lapse with loan.

Pre-Death Distribution

The tax treatment of any  distribution  you receive  before the Insured's  death
depends on whether the policy is classified as a modified endowment contract.

Policies Not Classified as Modified Endowment Contracts

o    If you  surrender  the  policy or allow it to lapse,  you will not be taxed
     except to the extent the  amount you  receive is in excess of the  premiums
     you paid  less the  untaxed  portion  of any  prior  withdrawals.  For this
     purpose, you will be treated as receiving any portion of the cash surrender
     value policy debt.  The tax  consequences  of a surrender may differ if you
     take the proceeds under an income payment settlement option.

o    Generally,  you will be taxed on a withdrawal  to the extent the amount you
     receive  exceeds  the  premiums  you paid for the policy  less the  untaxed
     portion   of  any  prior   withdrawals.   However,   under   some   limited
     circumstances,  in  the  first  15  Policy  Years,  all or a  portion  of a
     withdrawal  may be taxed if the cash value exceeds the total  premiums paid
     less  the  untaxed  portions  of  any  prior  withdrawals,  even  if  total
     withdrawals do not exceed total premiums

o    Extra premiums for optional  benefits and riders  generally do not count in
     computing the premiums paid for the policy for the purposes of  determining
     whether a withdrawal is taxable.

o    Loans you take  against the policy are  ordinarily  treated as debt and are
     not considered distributions subject to tax.

 Modified Endowment Contracts

o    The  rules  change if the  policy is  classified  as a  modified  endowment
     contract  ("MEC").  The policy  could be  classified  as a MEC if  premiums
     substantially in excess of scheduled premiums are paid or a decrease in the
     face amount of  insurance is made (or a rider  removed).  The addition of a
     rider or an  increase in the face  amount of  insurance  may also cause the
     policy to be  classified  as a MEC.  The rules on whether a policy  will be
     treated as a MEC are very  complex  and cannot be fully  described  in this
     summary.  You should consult a qualified tax adviser to determine whether a
     policy transaction will cause the policy to be classified as a MEC. We will
     monitor your policy and will take steps reasonably  necessary to notify you
     on a timely basis if your policy is in jeopardy of becoming a MEC.

o    If the policy is  classified  as a MEC,  then amounts you receive under the
     policy before the Insured's  death,  including loans and  withdrawals,  are
     included  in income to the  extent  that the cash  value  before  surrender
     charges exceeds the premiums paid for the policy increased by the amount of
     any loans previously  included in income and reduced by any untaxed amounts
     previously  received  other  than the amount of any loans  excludable  from
     income. An assignment of a MEC is taxable in the same way. These rules also
     apply to pre-death distributions, including loans, made during the two-year
     period before the time that the policy became a MEC.

o    Any taxable income on pre-death  distributions  (including full surrenders)
     is subject to a penalty  of 10% unless the amount is  received  on or after
     age 59 1/2, on account of your becoming  disabled or as a life annuity.  It
     is presently  unclear how the penalty tax provisions  apply to the Policies
     owned by businesses.

o    All MECs issued by us to you during the same calendar year are treated as a
     single policy for purposes of applying these rules.

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 the Code and thus will not be tax  deductible.  In addition,  the
deduction  of interest  that is  incurred on any loan under a policy  owned by a
taxpayer and covering the life of any  individual  who is an officer or employee
of or who is financially  interested in the business carried on by that taxpayer
may also be  subject  to certain  restrictions  set forth in Section  264 of the
Code.  Before  taking a loan,  you  should  consult a tax  adviser as to the tax
consequences of such a loan. (Also Section 264 of the Code may preclude business
owners from deducting premium payments.)

Policy Exchanges and Modifications. Depending on the circumstances, the exchange
of a Policy, a change in the death benefit option, a loan, a partial  surrender,
a surrender,  a change in owners 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.  We are  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.  You are not permitted to
elect out of withholding if you do not provide a social security number or other
taxpayer identification number. 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, you should examine the
applicable  tax rules  relating to such plans and life  insurance  thereunder in
consultation with a qualified tax adviser.

Possible Charge for the Company's Taxes

At the present time, we do not deduct any charges for any federal state or local
income  taxes.  However,  we do currently  deduct  charges for state and federal
premium  based taxes and the federal DAC tax. We reserve the right in the future
to deduct a charge for any such tax or other economic burden  resulting from the
application of the tax laws that we determine to be properly attributable to the
Separate Account or to the policy.


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                           Distribution of the 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) 70 Pine Street, New York, New
York, an affiliate of ours.  AIGESC may also enter into selling  agreements with
other broker dealers that will offer the policy.

Commissions may be paid to registered representatives based on premiums paid for
Policies sold. 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 policy.

Other Policies Issued by the Company

We may offer other policies similar to those offered herein.


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                            About Us and the Accounts

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AIG Life Insurance Company

We are a stock life  insurance  company  initially  organized  under the laws of
Pennsylvania and reorganized under the laws of Delaware. We were incorporated in
1962.  We  provide  a full  range of  individual  and  group  life,  disability,
accidental death and dismemberment  policies and annuities.  We are a subsidiary
of American  International  Group, Inc., which is a 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.
    

Year 2000

The Year 2000 issue arises from computer programs being written using two digits
rather than four digits to define the  applicable  year.  This could result in a
failure of the information  technology  systems (IT systems) and other equipment
containing  imbedded  technology  (non-IT  systems)  in the year  2000,  causing
disruption of our operations and of our lessees,  vendors, or business partners.
We have  developed  a plan to  address  the Year 2000  issue as it  affects  our
internal IT and non-IT systems, and to assess Year 2000 issues relating to third
parties with whom we have critical relationships.

Our plan for addressing internal systems includes:

o    an assessment of internal IT and non-IT  systems and equipment  affected by
     the Year 2000 issue;

o    definition of strategies to address affected systems and equipment;

o    remediation of identified affected systems and equipment; and

o    internal certification that each internal system is Year 2000 compliant.

We have remediated,  tested and returned to production  substantially all of our
internal IT systems.  We continue to remediate and test internal  non-IT systems
and expect to complete our remediation by mid-1999.

We have also initiated formal communications with respect to the Year 2000 issue
to those third parties which have significant interaction with us. Currently, we
are unable to ascertain whether all such third parties will successfully address
the Year 2000 issue,  particularly those third parties outside the United States
where it is believed that  remediation  efforts  relating to the Year 2000 issue
may be less advanced. While we expect to have no interruption of operations as a
result of internal IT and non-IT systems, significant uncertainties remain about
the  effect  on us of third  parties  who are not Year 2000  compliant.  We will
continue to monitor third party Year 2000 issue  readiness to determine  whether
additional or alternative  measures may be necessary.  Such measures may include
selecting  alternate  third  parties or other  actions  designed to mitigate the
effects of a third party's lack of preparedness.  There can be no assurance that
unresolved  Year 2000 issues of third  parties will not have a material  adverse
impact on our results of operations,  financial  condition or liquidity.  We are
considering  the effects of Year 2000 related  failures on our business  and, as
the most reasonably likely worst case scenarios become more clearly  identified,
we will develop appropriate contingency plans.

The fund,  like other  third  parties,  may not have  resolved  their Year 2000
issues that may have a material  adverse impact on your contract  values as well
as our operations  and we cannot assure that it will.  Please refer to Year 2000
discussions in the fund's prospectus.

The Separate Account

   
We established the Separate Account as a separate  investment account on June 5,
1986.  It is used to  support  the  policy  and other  variable  life  insurance
policies,  and may be used for other permitted purposes. The Separate Account is
registered  with the  Securities  and Exchange  Commission as a unit  investment
trust under the federal  securities  laws and qualifies as a "separate  account"
within the meaning of these laws.

Although you may have allocated  your Policy  Account Value to the  subaccounts,
you do not own these assets.  You only own your policy. We own the assets in the
Separate  Account.  The Separate Account may include other subaccounts which are
not available under the policy.
    

Income, gains and losses,  realized or unrealized,  of a subaccount are credited
to or charged against the subaccount  without regard to any of our other income,
gains or losses.  Assets equal to the reserves  and other  contract  liabilities
with respect to each subaccount are not chargeable with liabilities  arising out
of any of our other  businesses or separate  accounts.  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 policy.

We have reserved certain rights regarding the Separate Account. We will exercise
these rights only in compliance with all applicable regulatory requirements.  We
have the right to:

o    Change, add or delete designated investment options.

o    Add or remove subaccounts.

o    Withdraw  assets of a class of policies to which the policy  belongs from a
     subaccount  and put them in another  subaccount.  o Combine any two or more
     subaccounts.

o    Register  other separate  accounts or deregister the Separate  Account with
     the Securities and Exchange Commission.

o    Run the Separate Account under the direction of a committee,  and discharge
     such committee at any time.

o    Restrict or eliminate  any voting  rights of Owners,  or other  persons who
     have voting rights as to the Separate Account.

   
o    Operate  the  Separate  Account  or one or more of the  subaccounts  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
     investments that are legal, as determined by our counsel.
    

We will not change an  investment  adviser or any  investment of a subaccount of
our  Separate  Account  unless  approved by the  Commissioner  of  Insurance  of
Delaware  or deemed  approved in  accordance  with such law or  regulation.  Any
approval  process  is on file with the  insurance  supervisory  official  of the
jurisdiction in which this policy is delivered.

If any change we make results in a material change in the underlying investments
of a subaccount,  we will notify you of such a change. If you have value in that
subaccount:

o    We will transfer it at your written direction from that subaccount (without
     charge) to another subaccount or to the Guaranteed Account, and

o    You may then change your premium allocation percentages

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  portfolios.
However,  as required by law,  we will vote  shares held in the  subaccounts  at
regular and special  meetings of  shareholders  of the  portfolios in accordance
with  instructions  we receive  from  Owners with  Policy  Account  Value in the
subaccounts.  If allowed  by law or  required  by law we may vote  shares of the
portfolios  without  obtaining  instructions  or in disregard to instructions we
have received.  If we ever disregard voting instructions,  we will advise you of
that action and our reasons for such action in the next semiannual report.

The Guaranteed Account

The Guaranteed  Account is an account within the general account of the company.
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.

We have not registered:

o    interests in the Guaranteed Account under the Securities Act of 1933, and

o    the Guaranteed Account as an investment company.

The  staff of the  Securities  and  Exchange  Commission  has not  reviewed  our
disclosure on the Guaranteed  Account.  Our disclosure  regarding the Guaranteed
Account  must  comply  with  generally  applicable  provisions  of  the  federal
securities laws relating to the accuracy and  completeness of statements made in
a prospectus.

   

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                      Our Directors and Executive Officers

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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.

                                                Principal Business Affiliations
                                                and Principal Occupations
Name and Address            Office              During Past Five Years
- -----------------------     ---------           --------------------------------

Michele L. Abruzzo          Director, Sr. Exec. Senior Vice President of
80 Pine Street              Vice President      American International Life
13th Floor                                      Assurance Company of New
New York, NY 10005                              York

Paul S. Bell                Director,  Sr. Vice Sr. Vice President Actuary
One Alico Plaza             President Chief     of American International
600 King Street             Actuary             Life Assurance Company of New
Wilmington DE 19801                             York

Maurice R. Greenberg        Director            Director, Chairman and
70 Pine Street                                  Chief Executive Officer of
New  York, NY  10270                            AIG, Inc.

Howard E. Gunton, Jr.       Chief Financial     Sr. Vice President and
One Alico Plaza             Officer, Senior     Comptroller  of American
600 King Street             Vice President      International Life Assurance
Wilmington, DE  19801                           Company of New York

Edward Easton Matthews      Director, Senior    Vice Chairman of Investments and
70 Pine Street             Vice President       Financial Services of AIG, Inc.
New York, NY  10270

Jerome Thomas Muldowney     Director            Senior Vice President of
175 Water Street            Senior              American International Life
New York, NY  10038         Vice                Assurance Company of New York,
                            President           Senior Managing Director of
                                                AIG Global Investment Corp.

Michael Mullin              Chief Operating     Senior Vice President
One Alico Plaza             Officer, Senior     of American International Life
600 King Street             Vice President      Assurance Company of New York
Wilmington, DE  19801

Robinson K. Nottingham      Director, Chairman  Chairman of the Board and
70 Pine Street              of the Board        Chief Executive Officer of
New York, NY  10270                             American International Life
                                                Insurance Company (ALICO)
<PAGE>

                                                Principal Business Affiliations
                                                and Principal Occupations
Name and Address            Office              During Past Five Years
- -----------------------     ---------           --------------------------------

Nicholas A. O'Kulich        Director, Vice      Vice President, Senior Vice
70 Pine Street              Chairman, Treasurer President of AIG, Inc.
New York, NY  10270

Howard Ian Smith            Director            Director, Executive Vice
70 Pine Street                                  President, Chief Financial
New York, NY  10270                             Officer and Comptroller of
                                                AIG, Inc.

Edmund Sze-Wing Tse         Director            Vice Chairman of AIG, Inc.
AIA Bldg.
70 Pine Street
New York, NY  10270

Elizabeth M. Tuck           Secretary           Secretary and Assistant
70 Pine Street                                  Secretary of AIG, Inc. and
New York, NY  10270                             certain affiliates

Gerald Walter Wyndorf       Director, Chief     Executive Vice President of
80 Pine Street              Executive Officer   American International Life
13th Floor                  and President       Assurance Company of New York
New York, NY 10038

    

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

                                Other Information

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


State Regulation

We are  subject to the laws of Delaware  governing  insurance  companies  and to
regulation by the Delaware Insurance Department.  We file an annual statement in
a prescribed form with the Insurance Department each year covering our operation
for the  preceding  year and our  final  condition  as of the end of such  year.
Regulation  by  the  Insurance  Department  includes  periodic  examinations  to
determine our policy  liabilities and reserves so that the Insurance  Department
may certify the items are correct.  Our 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, we are subject to regulation under the insurance laws
of other jurisdictions in which we may operate.

Legal Proceedings

There are no legal  proceedings  to which the Separate  Account or the principal
underwriter  is a party.  We are engaged in various kinds of routine  litigation
which, in our opinion,  are not of material  importance in relation to our total
capital and surplus.

Experts

The financial  statements  which appear in this  prospectus have been audited by
PricewaterhouseCoopers  LLP, independent certified public accountants, as stated
in its 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 LLP of  Washington,
D.C.

Published Ratings

We may occasionally publish in advertisements,  sales literature and reports the
ratings and other information  assigned to us 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 rating  organization's  opinion of our
financial  strength and should not be  considered  as bearing on the  investment
performance of assets held in the Separate Account.

The ratings are not  recommendations  to purchase our 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  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

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

<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, 1998, 1997 AND 1996


<PAGE>
Report of Independent Accountants

To the Stockholders and Board of Directors
AIG Life Insurance Company

In our opinion,  the accompanying  balance sheets and the related  statements of
income,  capital funds, cash flows, and comprehensive  income present fairly, in
all material  respects,  the financial position of AIG Life Insurance Company (a
wholly-owned  subsidiary of American  International Group, Inc.) at December 31,
1998 and 1997,  and the results of its operations and its cash flows for each of
the three years in the period  ended  December  31,  1998,  in  conformity  with
generally accepted  accounting  principles.  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 of these  statements  in  accordance  with  generally  accepted  auditing
standards which 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,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.






February 5, 1999




<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                 BALANCE SHEETS
                                 (in thousands)
<TABLE>


                                                                           December31,         December 31,
                                                                              1998                  1997        
Assets
<S>                                                                         <C>                   <C>  
Investments and cash:
     Fixed maturities:      
        Bonds available for sale, at market value                           $ 4,238,045           $ 2,984,255
        (cost: 1998 - $4,081,008: 1997 - $2,826,088)
     Equity securities:
        Common stock
        (cost: 1998 - $901: 1997 - $1,381)                                        2,410                 2,775
         Preferred stock
        (cost: 1998 - $18,250 : 1997 - $250)                                     19,338                   250
Mortgage loans on real estate, net                                              468,342               350,823
Real estate, net of accumulated
 depreciation of $4,351 in 1998; and $4,740 in 1997                              13,002                15,940
Policy loans                                                                  1,010,969             1,496,837
Other invested assets                                                            81,916                56,219
Short-term investments                                                          163,704               667,912
Cash                                                                              4,788                 5,132
                                                                         --------------         -------------

    Total investments and cash                                                6,002,514             5,580,143


Amounts due from related parties                                                 17,330                11,446
Investment income due and accrued                                                94,029                85,135
Premium and insurance balances receivable-net                                    56,583                46,937
Reinsurance assets                                                               72,044                60,744
Deferred policy acquisition costs                                               167,840               118,535
Federal income tax receivable                                                     4,207                     -
Separate and variable accounts                                                1,971,280             1,204,643
Other assets                                                                      6,228                 4,855
                                                                         --------------         -------------

                                    Total assets                            $ 8,392,055           $ 7,112,438
                                                                             ==========            ==========

</TABLE>

                 See accompanying notes to financial statements.


<PAGE>

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

<TABLE>
                                                                         December 31,           December 31,
                                                                            1998                   1997       
Liabilities
<S>                                                                         <C>                   <C>  
  Policyholders' funds on deposit                                           $ 4,472,854             $ 3,745,902
  Future policy benefits                                                      1,002,244                 749,918
  Reserve for unearned premiums                                                  21,468                  24,108
  Policy and contract claims                                                    200,193                 199,069
  Reserve for commissions, expenses and taxes                                    25,702                  16,103
  Insurance balances payable                                                     56,263                  47,372
  Amounts due to related parties                                                  4,119                   3,945
  Federal income tax payable                                                          -                   1,684
  Deferred income taxes                                                          56,519                  37,498
  Separate and variable accounts                                              1,971,280               1,204,643
  Minority interest                                                               5,987                   6,067
  Other liabilities                                                              59,189                 621,585
                                                                          -------------            ------------


                                    Total liabilities                         7,875,818               6,657,894
                                                                            -----------             -----------


Capital funds


  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                 153,283
  Retained earnings                                                             236,521                 181,887
  Accumulated other comprehensive income                                        121,549                 114,490
                                                                           ------------           -------------


                                    Total capital funds                         516,237                 454,544
                                                                           ------------            ------------


Total liabilities and capital funds                                         $ 8,392,055             $ 7,112,438
                                                                             ==========              ==========

</TABLE>

                 See accompanying notes to financial statements.


<PAGE>

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

                                                                             Years ended December 31,                      

                                                          1998                        1997                      1996           
                                                         ---------               --------------            ------------- 
<S>                                                    <C>                       <C>                      <C>           
Revenues:
  Premiums                                              $  616,964                 $   437,650              $   394,480
  Net investment income                                    457,148                     381,868                  504,661
  Realized capital (losses)                                   (334)                     (3,025)                     (51)
                                                     -------------               -------------           -------------


                  Total revenues                         1,073,778                     816,493                  899,090
                                                         ---------                 -----------               ----------


Benefits and expenses:
  Benefits to policyholders                                272,368                     188,969                  189,933
  Increase in future policy benefits
   and policyholders' funds on deposit                     547,100                     397,481                  495,529
  Acquisition and insurance expenses                       168,075                     163,533                  161,841
                                                        ----------                 -----------               ----------

                  Total benefits and expenses              987,543                     749,983                  847,303
                                                        ----------                 -----------               ----------


Income before income taxes                                  86,235                      66,510                   51,787
                                                       -----------                ------------               ----------

Income taxes (benefits):
   Current                                                  16,218                      20,059                   25,087
   Deferred                                                 15,220                       3,964                   (5,486)
                                                       -----------               -------------              -----------

      Total income taxes                                    31,438                      24,023                   19,601
                                                       -----------                 -----------               ----------

Net income before minority interest                         54,797                      42,487                   32,186
Minority interest income (loss)                               (163)                       (128)                     154
                                                      ------------                -------------            ------------

Net income                                             $    54,634                 $    42,359              $    32,340
                                                        ==========                  ==========               ==========
</TABLE>


                 See accompanying notes to financial statements.

<PAGE>

                           AIG LIFE INSURANCE COMPANY
                           STATEMENTS OF CAPITAL FUNDS
                                 (in thousands)

<TABLE>

                                                                         Years ended December 31,                  

                                                           1998                   1997                      1996    
                                                       ------------           ------------             -------------
<S>                                                    <C>                       <C>                      <C>         
Common Stock

Balance at beginning of year                          $       4,884           $      4,884             $      4,884
                                                       ------------            -----------              -----------

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



 Additional paid-in capital

Balance at beginning of year:                               153,283                123,283                  123,283
Capital contribution                                              -                 30,000                        -
                                                    ---------------             ----------           --------------
Balance at end of year                                      153,283                153,283                  123,283
                                                          ---------              ---------                ---------


Retained earnings

 Balance at beginning of year                               181,887                139,528                  107,188
 Net income                                                  54,634                 42,359                   32,340
                                                         ----------             ----------              -----------

 Balance at end of year                                     236,521                181,887                  139,528
                                                          ---------              ---------               ----------

Accumulated other comprehensive income

 Balance at beginning of year                               114,490                 62,814                   87,673
 Unrealized appreciation (depreciation) of
     investments - net of reclassification
     adjustments                                             10,860                 79,497                  (50,245)
 Deferred income tax (expense) benefit on
     changes                                                 (3,801)               (27,821)                  25,386
                                                        -----------             ----------               ----------

  Balance at end of year                                    121,549                114,490                   62,814
                                                          ---------              ---------               ----------



               Total capital funds                       $  516,237             $  454,544              $   330,509
                                                          =========              =========               ==========

</TABLE>

                 See accompanying notes to financial statements.



<PAGE>

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


                                                                                     Years ended December 31,           

                                                                            1998               1997              1996    
                                                                         -----------        ----------       ------------
<S>                                                                      <C>             <C>                <C>         
Cash flows from operating activities:
 Net income                                                              $   54,634      $     42,359       $      32,340
                                                                          ---------       -----------        ------------

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                                               250,810           121,325              72,151
 Change in premiums and insurance balances
  receivable and payable -net                                                  (753)           (5,346)             11,782
 Change in reinsurance assets                                               (11,301)          157,710             (10,627)
 Change in deferred policy acquisition costs                                (49,305)          (34,248)            (23,662)
 Change in investment income due and accrued                                 (8,894)           22,133             135,480
 Realized capital losses                                                        334             3,025                  51
 Change in current and deferred income taxes -net                             9,330             2,689              (7,133)
 Change in reserves for commissions, expenses and taxes                       9,599            13,243             (21,274)
 Change in other assets and liabilities - net                               (61,575)           69,582              12,733
                                                                         -----------      -----------        ------------
         Total adjustments                                                  138,245           350,113             169,501
                                                                          ---------        ----------         -----------
 Net cash provided by operating activities                                  192,879           392,472             201,841
                                                                          ---------        ----------         -----------

Cash flows from investing activities:
 Cost of fixed maturities at market, sold                                   282,756            23,816              40,098
 Cost of fixed maturities at market, matured or redeemed                    340,435           153,963             124,621
 Cost of equity securities sold                                               1,039             3,676               2,607
 Cost of real estate sold                                                     2,585                 -                   -
 Realized capital gains                                                       1,666             1,975                 (51)
 Purchase of fixed maturities                                            (1,865,768)         (804,262)           (524,245)
 Purchase of equity securities                                              (18,559)           (1,750)             (1,678)
 Purchase of real estate                                                       (341)             (413)               (881)
 Mortgage loans granted                                                    (202,484)          (87,690)            (74,590)
 Repayments of mortgage loans                                                83,035            29,298              16,416
 Change in policy loans                                                     485,868           377,124           1,087,765
 Change in short-term investments                                           504,208          (567,876)            102,616
 Change in other invested assets                                            (11,706)            6,294              11,002
 Other - net                                                                (27,908)           11,917                 (38)
                                                                         ----------       -----------      --------------

  Net cash (used in) provided by investing activities                      (425,174)         (853,928)            783,642
                                                                          ----------       -----------         ----------

Cash flows from financing activities:
 Change in policyholders' funds on deposit                                  231,951           430,808            (980,835)
 Proceeds from capital contribution                                           -                30,000                -
                                                                    ---------------       -----------   -----------------
   Net cash provided by (used in) financing activities                      231,951           460,808            (980,835)
                                                                          ---------        ----------         ------------

Change in cash                                                                 (344)             (648)              4,648
Cash at beginning of year                                                     5,132             5,780               1,132
                                                                       ------------      ------------       -------------
Cash at end of year                                                    $      4,788     $       5,132      $        5,780
                                                                        ===========      ============       =============
</TABLE>


                 See accompanying notes to financial statements.

<PAGE>

                           AIG LIFE INSURANCE COMPANY
                       STATEMENTS OF COMPREHENSIVE INCOME
                                 (in thousands)

<TABLE>

                                                                         Years ended December 31,                  

                                                           1998                   1997                      1996    
                                                       ------------           ------------             -------------
<S>                                                    <C>                   <C>                      <C>                
Comprehensive income

Net income                                            $      54,634          $      42,359             $     32,340
                                                       ------------           ------------              -----------



Other comprehensive income

Unrealized appreciation (depreciation) of
  investments - net of reclassification
  adjustments                                                10,860                 79,497                  (50,245)
 Changes due to deferred income tax benefit
       (expense) on changes and
       future policy benefits                                (3,801)               (27,821)                  25,386
                                                       ------------           -------------             -----------

  Other comprehensive income                                  7,059                 51,676                  (24,859)
                                                       ------------           ------------              -----------

 Comprehensive income                                  $     61,693           $     94,035            $       7,481
                                                        ===========            ===========             ============



</TABLE>



                 See accompanying notes to financial statements.


<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 their  estimated life.
          Common and  non-redeemable  preferred  stocks  are  carried at current
          market value. Dividend income is generally recognized when receivable.
          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  as a  separate
          component of  comprehensive  income,  net of deferred income taxes and
          future policy benefits in capital funds currently.

          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 as a
          separate  component of  comprehensive  income,  net of deferred income
          taxes in capital funds currently.

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

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

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

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

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

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

<PAGE>

1.   Summary of Significant Accounting Policies - (continued)

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

     (h)  Accounting Standards:

          In June 1997, the Financial  Accounting  Standards Board (FASB) issued
          Statement  of  Financial   Accounting  Standards  No.  130  "Reporting
          Comprehensive Income" (FASB 130) and Statement of Financial Accounting
          Standards No. 131  "Disclosure  about  Segments of an  Enterprise  and
          Related Information" (FASB 131).

          FASB 130 establishes standards for reporting  comprehensive income and
          its components in a full set of general purpose financial  statements.
          FASB 130 was effective for the Company as of January 1, 1998. FASB 130
          had no  impact  on the  Company's  results  of  operations,  financial
          condition or liquidity.

          FASB 131  establishes  standards for the way companies are required to
          disclose   information  about  their  operating   segments  in  annual
          financial  statements and in interim  financial  statements.  FASB 131
          establishes,  where practicable,  standards with respect to geographic
          areas,  among other things.  Certain  descriptive  information is also
          required.  FASB 131 has been  adopted for the year ended  December 31,
          1998 by the Parent, whose operations are conducted principally through
          three  business  segments:   General  Insurance,  Life  Insurance  and
          Financial Services. All operations of the Company fall within the Life
          Insurance segment.

          In  February  1998,  FASB issued  Statement  of  Financial  Accounting
          Standards No. 132  "Employers'  Disclosures  about  Pensions and Other
          Postretirement  Benefits" (FASB 132). This statement  requires revised
          disclosures about pension and other  postretirement  benefit plans and
          does not change the  measurement or recognition of these plans.  Also,
          FASB 132  requires  additional  information  on changes in the benefit
          obligations and fair values of plan assets. FASB 132 was effective for
          the year ended  December  31, 1998 and has been adopted by the Parent.
          Information regarding the pension and postretirement  benefit plans is
          not computed on a subsidiary basis, but rather on a consolidated basis
          for all subsidiaries of the Parent and, accordingly,  is not presented
          herein.

          In June 1998, FASB issued Statement of Financial  Accounting Standards
          No. 133 "Accounting for Derivative Instruments and Hedging Activities"
          (FASB 133).  This  statement  requires  the Company to  recognize  all
          derivatives  in  the   consolidated   balance  sheet  measuring  these
          derivatives at fair value.  The  recognition of the change in the fair
          value of a derivative  depends on a number of factors,  including  the
          intended use of the derivative.  The Company  believes that the impact
          of FASB 133 on its  results  of  operations,  financial  condition  or
          liquidity will not be significant.  FASB 133 is effective for the year
          commencing January 1, 2000.

          In December 1997, the Accounting  Standards Executive Committee of the
          American  Institute of Certified  Public  Accountants  (AcSEC)  issued
          Statement of Position  (SOP) 97-3,  "Accounting by Insurance and Other
          Enterprises  for   Insurance-Related   Assessments."   This  statement
          provides   guidance   for   the   recording   of   a   liability   for
          insurance-related assessments. The statement requires that a liability
          be recognized in certain defined  circumstances.  The Company believes
          that the  impact  of this  statement  on its  results  of  operations,
          financial  condition  or  liquidity  will  not  be  significant.  This
          statement is effective for the year commencing January 1, 1999.


<PAGE>


1.   Summary of Significant Accounting Policies - (continued)

     (h)  Accounting Standards - (continued):

          In  October  1998,  AcSEC  issued  SOP  98-7,   "Deposit   Accounting:
          Accounting  for  Insurance  and  Reinsurance  Contracts  That  Do  Not
          Transfer Insurance Risk." This statement identifies several methods of
          deposit  accounting and provides  guidance on the  application of each
          method. This statement classifies insurance and reinsurance  contracts
          for which the deposit  method is  appropriate  as  contracts  that (i)
          transfer only significant  timing risk, (ii) transfer only significant
          underwriting  risk,  (iii)  transfer  neither  significant  timing nor
          underwriting  risk, and (iv) have an  indeterminate  risk. The Company
          believes  that  the  impact  of  this  statement  on  its  results  of
          operations,  financial condition or liquidity will not be significant.
          This statement is effective for the year  commencing  January 1, 2000.
          Restatement  of  previously   issued   financial   statements  is  not
          permitted.

     (i)  The financial  statements for 1997 and 1996 have been  reclassified to
          conform to the 1998 presentation.

2.   Investment Information

     (a)  Statutory Deposits: Securities with a carrying value of $2,448,000 and
          $2,454,000  were  deposited  by  the  Company  under  requirements  of
          regulatory authorities as of December 31, 1998 and 1997, respectively.

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

<TABLE>
                                                            Years ended December 31,        
                                                       1998              1997             1996 

<S>                                                 <C>               <C>              <C>     
        Fixed maturities                            $284,267          $200,097         $164,548
        Equity securities                                622                58              219
        Mortgage loans                                36,464            28,714           22,797
        Real estate                                    2,406             2,254            2,125
        Policy loans                                 120,927           148,555          314,020
        Cash and short-term investments                9,346             3,582            2,924
          Other invested assets                        8,015             2,380            2,549
                                                   ---------         ---------        ---------
                  Total investment income            462,047           385,640          509,182
        Investment expenses                            4,899             3,772            4,521
                                                   ---------         ---------        ---------

                  Net investment income             $457,148          $381,868         $504,661
                                                     =======           =======          =======


</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 1998, 1997 and 1996 are summarized below (in thousands):

<TABLE>
                                                                                       Years ended December 31,         
                                                                                 1998              1997            1996    
<S>                                                                           <C>              <C>           <C>    
    Net realized (losses) gains on investments:
        Fixed maturities                                                      $     -            $    -        $      (79)
        Equity securities                                                           84             1,975               28
        Mortgage loans                                                          (2,000)           (5,000)               -
        Real estate                                                              1,561                 -                -
        Other invested assets                                                       21                 -                -
                                                                             ---------       -----------     ------------
        Net realized gains                                                    $   (334)         $ (3,025)     $       (51)
                                                                               =======           =======       ==========

    Change in unrealized appreciation (depreciation) of investments:
          Fixed maturities                                                   $  (1,131)          $77,422         $(58,659)
        Equity securities                                                        1,203              (626)           1,517
          Other invested assets                                                 10,788             2,701            6,897
                                                                             ---------           -------        ---------
        Net change in unrealized appreciation
          (depreciation) of investments                                      $  10,860           $79,497         $(50,245)
                                                                              ========            ======          =======

</TABLE>

     Proceeds from the sale of investments in fixed maturities during 1998, 1997
     and 1996 were $282,756,000, $23,816,000, and $40,098,000, respectively.

     During  1998,  1997  and  1996,  gross  gains  of  $0,  $0,  and  $176,000,
     respectively, and gross losses of $0, $0, and $255,000,  respectively, were
     realized on dispositions of fixed maturity investments.

     During  1998,  1997 and  1996,  gross  gains of  $84,000,  $1,975,000,  and
     $28,000, respectively, were realized on disposition of equity securities.

(d)  Market  Value  of  Fixed   Maturities   and  Unrealized   Appreciation   of
     Investments:  At December  31, 1998 and 1997,  unrealized  appreciation  of
     investments in equity securities  (before  applicable taxes) included gross
     gains of  $2,854,000  and  $1,530,000  and  gross  losses of  $257,000  and
     $136,000, respectively.

     The amortized  cost and estimated  market  values of  investments  in fixed
     maturities at December 31, 1998 and 1997 are as follows (in thousands):

<TABLE>
                                                                              Gross            Gross
        1998                                              Amortized         Unrealized        Unrealized      Market
        ----                                               Cost               Gains            Losses          Value  
<S>                                                    <C>              <C>             <C>               <C>        
        Fixed maturities:
          U.S. Government and government
              agencies and authorities                   $   50,617     $      19,220   $          10     $    69,827
          States, municipalities and
              political subdivisions                        370,790            23,962           4,961         389,791
          Foreign governments                                30,431             7,201             -            37,632
          All other corporate                             3,629,170           156,316          44,691       3,740,795
                                                          ---------        ----------       ---------       ---------

        Total fixed maturities                           $4,081,008       $   206,699      $   49,662      $4,238,045
                                                          =========        ==========       =========       =========
</TABLE>
<PAGE>

2.   Investment Information - (continued)

<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>

          The  amortized  cost and estimated  market value of fixed  maturities,
          available for sale at December 31, 1998, 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                              $   139,701            $   144,918
        Due after one year through five years                  1,097,111              1,136,468
        Due after five years through ten years                 1,538,510              1,586,346
        Due after ten years                                    1,305,686              1,370,313
                                                              ----------              ---------

                                                             $ 4,081,008             $4,238,045
                                                               =========              =========
</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, 1998 and 1997, the market value of the CMO
          portfolio  was  $522,844,000  and  $445,739,000,   respectively;   the
          estimated  amortized cost was  approximately  $504,077,000 in 1998 and
          $426,760,000   in  1997.   The  Company's  CMO  portfolio  is  readily
          marketable.  There  were no  derivative  (high  risk)  CMO  securities
          contained in the portfolio at December 31, 1998.

     (f)  Fixed  Maturities  Below  Investment  Grade:  At December 31, 1998 and
          1997,  the  fixed  maturities  held by the  Company  that  were  below
          investment  grade had an aggregate  amortized cost of $344,609,000 and
          $242,573,000,   respectively,   and  an  aggregate   market  value  of
          $327,217,000 and $244,417,000, 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 capital
          funds at December 31, 1998 (in thousands):

          Other Invested Assets:
          Equity Linked Investors II, L.P.              $   60,271


<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).

                                                  Years ended December 31,    
                                            1998          1997           1996   
        Balance at beginning of year     $118,535       $84,287        $60,625
        Acquisition costs deferred         71,430        50,927         43,534
        Amortization charged to income    (22,125)      (16,679)       (19,872)
                                         --------      --------         ------
        Balance at end of year           $167,840      $118,535        $84,287
                                          =======       =======         ======

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, 1998 and 1997 follows (in thousands):

<TABLE>
                                                            1998                     1997   
                                                        -----------               ----------
<S>                                                    <C>                        <C>        
        Future Policy Benefits:
        Long duration contracts                        $   987,503                $   740,969
        Short duration contracts                            14,741                      8,949
                                                       -----------               ------------
                                                        $1,002,244                $   749,918
                                                         =========                 ==========

        Policyholders' funds on deposit:
        Annuities                                     $  1,385,203              $   1,265,490
        Universal life                                     184,460                    149,202
        Guaranteed investment contracts (GICs)             669,035                    379,049
        Corporate owned life insurance                   2,229,843                  1,948,558
           Other investment contracts                        4,313                      3,603
                                                      ------------               ------------
                                                      $  4,472,854              $   3,745,902
                                                      ============               ============
</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 10.1 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 7.1  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 1 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 1998 was 7.0 percent.

          (iv) The  universal  life funds,  exclusive  of  corporate  owned life
               insurance  business,  have credited interest rates of 5.6 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 1998,  1997 and  1996.  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,                               
                                         -------------------------------------------------------------------------------------
                                                   1998                        1997                       1996          
                                         -----------------------       -----------------------   ------------------------
                                               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                       $ 30,183       35.0%         $ 23,279     35.0%         $ 18,125      35.0%
        Prior year federal
             income tax benefit                 268         0.3               (6)           -           (51)     (0.1)
          State income tax                      599        0.7               673      1.0               850       1.6
        Other                                   388        0.5                77      0.1               677       1.3
                                           --------    -------        ----------    -----         ---------     -----
        Actual income tax expense           $31,438       36.5%         $ 24,023     36.1%         $ 19,601      37.8%
                                             ======     ======           =======     ====           =======      ====


</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,
                                                             1998                     1997
<S>                                                      <C>                     <C>        
    Deferred tax assets:
        Adjustment to life reserves                      $   59,903              $    51,992
        Adjustments to mortgage loans and
              investment income due and accrued               4,913                    4,250
        Adjustment to policy and contract claims              5,456                    8,816
        Other                                                 2,406                    4,292
                                                         ----------                ---------
                                                             72,678                   69,350
                                                          ---------                 --------
    Deferred tax liabilities:
        Deferred policy acquisition costs                $   55,308              $    37,559
        Unrealized appreciation on investments               65,445                   61,644
        Bond discount                                         4,911                    4,843
        Other                                                 3,533                    2,802
                                                         ----------              -----------
                                                            129,197                  106,848
                                                           --------                ---------

        Net deferred tax liability                       $   56,519               $   37,498
                                                          =========                =========

</TABLE>
     (c)  At December 31, 1998,  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 1998,  1997,  and 1996  amounted to  $21,184,000,
          $20,311,000, and $25,412,000, 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.   Contributions   totaling
     $10,963,000 have been made through December 31, 1998.

     During 1998, the Company entered into a partnership  agreement with Sankaty
     High Yield Asset Partners,  L.P. The agreement requires the Company to make
     capital   contributions   totaling   $2,500,000.   Contributions   totaling
     $1,868,000 have been made through December 31, 1998.

<PAGE>

7.   Fair Value of Financial Instruments

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

          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.

          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>

        1998                                       Fair             Carrying
                                                   Value             Amount 
<S>                                           <C>                  <C>         
        Cash and short-term investments       $    168,492         $    168,492
        Fixed maturities                         4,238,045            4,238,045
        Equity securities                           21,748               21,748
        Mortgage and policy loans                1,500,447            1,479,311

        Policyholders' funds on deposit        $ 4,554,644          $ 4,472,854

        1997                                       Fair             Carrying
                                                   Value             Amount 
        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

</TABLE>
<PAGE>
8.  Capital Funds

     (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 $35,350,000 during 1998,  however,  no
          dividends were paid during the year.

     (b)  The Company's capital funds as determined in accordance with statutory
          accounting  practices  was  $298,047,000  at  December  31,  1998  and
          $285,350,000  at December 31, 1997.  Statutory net income  amounted to
          $28,789,000,  $35,350,000  and  $47,074,000  for 1998,  1997 and 1996,
          respectively.

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

     (d)  Statement of Accounting Standards No. 130 "Comprehensive Income" (FASB
          130) was adopted by the Company  effective  January 1, 1998.  FASB 130
          establishes  standards  for  reporting  comprehensive  income  and its
          components as part of capital funds. The reclassification  adjustments
          with  respect  to  available  for  sale  securities  were  $(334,000),
          $(3,025,000)  and  $(51,000)  for December  31,  1998,  1997 and 1996,
          respectively.

9.   Employee Benefits

     (a)  The  Company   participates   with  its  affiliates  in  a  qualified,
          non-contributory,  defined  benefit pension plan which is administered
          by the Parent.  All  qualified  employees who have attained age 21 and
          completed  twelve  months  of  continuous   service  are  eligible  to
          participate  in this plan. An employee with 5 or more years of service
          is entitled to pension benefits beginning at normal retirement age 65.
          Benefits are based upon a  percentage  of average  final  compensation
          multiplied  by  years  of  credited  service  limited  to 44  years of
          credited service. 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,  1998,  1997  and  1996  were  approximately   $272,000,
          $373,000,  and  $400,000,  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, 1998 by
          $100,000,000.

          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 unfunded.

     (b)  The  Parent  also  sponsors  a  voluntary  savings  plan for  domestic
          employees  (a  401(k)  plan),  which,  during  the three  years  ended
          December 31,  1998,  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.


<PAGE>

9.   Employee Benefits - (continued)

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

     (d)  The Parent  applies APB  Opinion 25  "Accounting  for Stock  issued to
          Employees"  and related  interpretations  in accounting  for its stock
          based  compensation  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, 1998, the
          future minimum lease payments under  operating  leases were as follows
          (in thousands):

                    Year                                 Payment

                    1999                               $   4,251
                    2000                                   2,980
                    2001                                   2,530
                    2002                                   2,380
                    2003                                   1,870
                    Remaining years after 2003             1,571
                                                         -------

                    Total                              $  15,582

          Rent expense approximated $4,450,000,  $3,881,000,  and $4,263,000 for
          the years ended December 31, 1998, 1997 and 1996, 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  
 December 31, 1998                                                                                            of Amount    
                                                                                                               Assumed 
                                             Gross               Ceded          Assumed             Net         to Net

<S>                                       <C>                <C>              <C>              <C>                  <C> 
      Life Insurance in Force             $53,884,853        $19,921,930      $ 896,285        $34,859,208          2.6%
                                           =============      ==========       ========         ==========

        Premiums:
          Life                                184,487             54,134          2,022            132,375          1.5%
          Accident and Health                 155,199             82,614        142,878            215,463         66.3%
          Annuity                             269,126              -               -               269,126           -
                                         ------------      -----------------  --------------    ------------

        Total Premiums                  $     608,812       $    136,748      $ 144,900      $     616,964         23.5%
                                         ============        ===========       ========       ============

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

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

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

     (c)  Reinsurance  recoveries,  which  reduced  death  and  other  benefits,
          approximated    $111,580,000,     $100,029,000,    and    $54,456,000,
          respectively,  for each of the years ended December 31, 1998, 1997 and
          1996.

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

12.  Transactions with Related Parties

     (a)  The  Company  is  party to  several  reinsurance  agreements  with its
          affiliates  covering  certain life and  accident and health  insurance
          risks.  Premium  income  and  commission  ceded for 1998  amounted  to
          $1,237,000  and $1,000,  respectively.  Premium  income and commission
          ceded  for 1997  amounted  to  $1,251,000  and  $1,000,  respectively.
          Premium  income  and  commission  ceded  to  affiliates   amounted  to
          $1,345,000 and $0 for the year ended December 31, 1996. Premium income
          and ceding  commission  expense  assumed  from  affiliates  aggregated
          $131,771,000  and  $31,584,000,  respectively,  for 1998,  compared to
          $110,529,000 and $24,853,000, respectively, for 1997, and $103,885,000
          and $27,609,000, respectively for 1996.

     (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,  1998,  1997 and 1996,  the Company was
          charged $40,417,000,  $37,846,000 and $28,277,000,  respectively,  for
          expenses attributed to the Company but incurred by affiliates.  During
          the same period, the Company received  reimbursements  from affiliates
          aggregating  $23,132,000,  $18,134,000 and $17,598,000,  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  to the Company  from  Delaware  American  Life  Insurance
          Company.

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


<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS


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

In our opinion,  the  accompanying  statements of assets and  liabilities of AIG
Life Insurance Company Variable Account II (comprising twenty-seven subaccounts,
hereafter  collectively  referred to as  "Variable  Account II") and the related
statements  of  operations  and  changes in net assets  present  fairly,  in all
material respects, the financial position of Variable Account II at December 31,
1998,  and the results of its operations for the year then ended and the changes
in its net  assets  for  each of the two  years in the  period  then  ended,  in
conformity  with  generally  accepted  accounting  principles.  These  financial
statements are the  responsibility of the management of Variable Account II; our
responsibility  is to express an opinion on these financial  statements based on
our audits.  We conducted  our audits of these  statements  in  accordance  with
generally accepted auditing standards which 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,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe  that our audits  provide a reasonable  basis for the opinion  expressed
above.






March 12, 1999




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

                       STATEMENT OF ASSETS AND LIABILITIES
                                DECEMBER 31, 1998
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------

ASSETS:
 Investments at Market Value:

                                                          Shares             Cost                  Market Value
                                                 ------------------------------------------------------------------------
                                                 ------------------------------------------------------------------------
    <S>                                          <C>                     <C>                      <C>
    Aim
      Capital Appreciation Portfolio                7,967.361             $ 174,945                 $ 200,777
      International Equity Portfolio               12,467.656               236,877                   244,616
    Alliance
      Conservative Investors Portfolio              2,351.573                31,263                    32,995
      Global Bond Portfolio                           688.066                 8,257                     8,547
      Global Dollar Government Portfolio               21.880                   212                       222
      Growth Portfolio                            103,752.036             2,269,574                 2,827,243
      Growth & Income Portfolio                   114,967.436             2,371,168                 2,510,891
      Growth Investors Portfolio                   11,980.789               170,031                   195,648
      Money Market Portfolio                       20,485.370                20,484                    20,484
      Premier Growth Portfolio                      4,897.459               135,406                   151,967
      Technology Portfolio                         42,154.382               625,961                   808,100
      Total Return Portfolio                          140.114                 2,418                     2,530
      Quasar Portfolio                             29,073.531               378,222                   323,880
      U.S. Government High Grade Portfolio             78.903                   967                       968
      Utility Income Portfolio                         53.953                   967                     1,020
    Dreyfus
      Small Company Stock Portfolio                16,436.564               244,881                   248,028
      Stock Index Portfolio                        83,498.512             2,317,307                 2,715,365
      Zero Coupon 2000 Portfolio                    1,086.434                13,465                    13,579
    Fidelity
      Asset Manager Portfolio                      43,714.023               749,687                   793,844
      Contrafund Portfolio                         12,145.716               259,365                   296,842
      Growth Portfolio                             67,940.819             2,451,577                 3,048,504
      High Income Portfolio                        22,836.942               281,130                   263,309
      Investment Grade Bond Portfolio              16,104.772               202,456                   208,718
      Money Market Portfolio                    2,748,418.390             2,748,419                 2,748,419
      Overseas Portfolio                           18,964.028               376,478                   380,231
    Van Eck
      Worldwide Emerging Markets Portfolio          4,148.930                26,887                    29,539
      Worldwide Hard Assets Portfolio               3,756.723                47,156                    34,560
    Weiss,Peck & Greer
      Tomorrow Long Term Portfolio                  6,383.661                54,490                    58,921
      Tomorrow MediumTerm Portfolio                   509.549                 4,670                     4,805
      Tomorrow Short Term Portfolio                   638.247                 6,677                     6,727

                                                              ----------------------   -----------------------
    Total Investments                                                  $ 16,211,397                18,181,279
         Total Assets                                                                            $ 18,181,279
                                                                                       =======================
                                                                                                     
 Contract Owners' Equity                                                                         $ 18,181,279
                                                                                       -----------------------
         Total Equity                                                                            $ 18,181,279
                                                                                       =======================
</TABLE>
                 See Accompanying Notes to Financial Statements
<PAGE>


                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT II

                             STATEMENT OF OPERATIONS
                      For The Year Ended December 31, 1998

<TABLE>
<CAPTION>


                                                                                Aim                   Aim
                                                                              Capital            International
                                                                           Appreciation             Equity
                                                        Total                Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                             $733,252                 $5,326                $1,878
Expenses:
    Mortality & Expense Risk Fees                          106,392                    694                 1,405
                                                    ---------------       ----------------      ----------------
Net Investment Income (Loss)                               626,860                  4,632                   473
                                                    ---------------       ----------------      ----------------
                                               
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                           519,608                   (371)              (22,044)
    Change in Unrealized Appreciation
        (Depreciation)                                   1,519,964                 25,833                 7,738
                                                    ---------------       ----------------      ----------------
    Net Gain (Loss) on Investments                       2,039,572                 25,462               (14,306)
                                                    ---------------       ----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                           $2,666,432                $30,094              ($13,833)
                                                    ===============       ================      ================
</TABLE>
<TABLE>
<CAPTION>

                                                                                                   Alliance
                                                       Alliance              Alliance               Global
                                                     Conservative             Global                Dollar
                                                      Investors                Bond               Government
                                                      Portfolio              Portfolio             Portfolio
<S>                                                <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                               $2,086                    $18                    $0
Expenses:
    Mortality & Expense Risk Fees                              263                     20                     0
                                                    ---------------       ----------------      ----------------
Net Investment Income (Loss)                                 1,823                     (2)                    0
                                                    ---------------       ----------------      ----------------
                                               
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                             1,083                     19                     2
    Change in Unrealized Appreciation
        (Depreciation)                                         691                    289                    10
                                                    ---------------       ----------------      ----------------
    Net Gain (Loss) on Investments                           1,774                    308                    12
                                                    ---------------       ----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                               $3,597                   $306                   $12
                                                    ===============       ================      ================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                                             Alliance
                                                                              Growth               Alliance
                                                       Alliance                  &                  Growth
                                                        Growth                Income               Investors
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                             $110,505               $111,284               $14,073
Expenses:                                                           
    Mortality & Expense Risk Fees                           16,449                 10,688                 1,473
                                                    ---------------       ----------------      ----------------
Net Investment Income (Loss)                                94,056                100,596                12,600
                                                    ---------------       ----------------      ----------------
                                                                    
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                            36,650                 55,743                 3,763
    Change in Unrealized Appreciation
        (Depreciation)                                     394,461                 63,586                17,434
                                                    ---------------       ----------------      ----------------
    Net Gain (Loss) on Investments                         431,111                119,329                21,197
                                                    ---------------       ----------------      ----------------
                                                                    
Increase (Decrease) in Net Assets
    Resulting From Operations                             $525,167               $219,925               $33,797
                                                    ===============       ================      ================
</TABLE>
<TABLE>
<CAPTION>


                                                                             Alliance              Alliance
                                                       Alliance                Money                Premier
                                                    International             Market                Growth
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                                   $0                 $2,482                  $233
Expenses:
    Mortality & Expense Risk Fees                              334                    482                 2,105
                                                    ---------------       ----------------      ----------------
Net Investment Income (Loss)                                  (334)                 2,000                (1,872)
                                                    ---------------       ----------------      ----------------
                                               
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                            54,637                      0                30,881
    Change in Unrealized Appreciation
        (Depreciation)                                           0                      0                16,562
                                                    ---------------       ----------------      ----------------
    Net Gain (Loss) on Investments                          54,637                      0                47,443
                                                    ---------------       ----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                              $54,303                 $2,000               $45,571
                                                    ===============       ================      ================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                                                             Alliance
                                                       Alliance                Total               Alliance
                                                      Technology              Return                Quasar
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                                 $715                     $0               $31,614
Expenses:
    Mortality & Expense Risk Fees                            5,537                      1                 3,978
                                                    ---------------       ----------------      ----------------
Net Investment Income (Loss)                                (4,822)                    (1)               27,636
                                                    ---------------       ----------------      ----------------
                                               
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                           171,268                      0                31,274
    Change in Unrealized Appreciation
        (Depreciation)                                     197,601                    112               (66,300)
                                                    ---------------       ----------------      ----------------

    Net Gain (Loss) on Investments                         368,869                    112               (35,026)
                                                    ---------------       ----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                             $364,047                   $111               ($7,390)
                                                    ===============       ================      ================

</TABLE>
<TABLE>
<CAPTION>
                                                       Alliance
                                                         U.S.                                       Dreyfus
                                                      Government                                     Small
                                                         High                Alliance               Company
                                                        Grade                Utility                 Stock
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                                   $0                     $0                $1,151
Expenses:
    Mortality & Expense Risk Fees                                0                      0                 1,653
                                                    ---------------       ----------------      ----------------

Net Investment Income (Loss)                                     0                      0                  (502)
                                                    ---------------       ----------------      ----------------
                                               
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                                 0                      0                (2,481)
    Change in Unrealized Appreciation
        (Depreciation)                                           0                     52                 8,859
                                                    ---------------       ----------------      ----------------
    Net Gain (Loss) on Investments                               0                     52                 6,378
                                                    ---------------       ----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                                   $0                    $52                $5,876
                                                    ===============       ================      ================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                                              Dreyfus
                                                       Dreyfus                 Zero                Fidelity
                                                        Stock                 Coupon                 Asset
                                                        Index                  2000                 Manager
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                              $30,188                   $705               $60,993
Expenses:
    Mortality & Expense Risk Fees                           16,095                    116                 5,125
                                                    ---------------       ----------------      ----------------
Net Investment Income (Loss)                                14,093                    589                55,868
                                                    ---------------       ----------------      ----------------
                                               
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                            90,160                    117                10,634
    Change in Unrealized Appreciation
        (Depreciation)                                     348,632                     37                18,503
                                                    ---------------       ----------------      ----------------

    Net Gain (Loss) on Investments                         438,792                    154                29,137
                                                    ---------------       ----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                             $452,885                   $743               $85,005
                                                    ===============       ================      ================

</TABLE>
<TABLE>
<CAPTION>
                                                                                                   Fidelity
                                                       Fidelity              Fidelity                High
                                                      Contrafund              Growth                Income
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                               $1,859               $181,333               $33,968
Expenses:
    Mortality & Expense Risk Fees                            1,067                 17,992                 2,593
                                                    ---------------       ----------------      ----------------
Net Investment Income (Loss)                                   792                163,341                31,375
                                                    ---------------       ----------------      ----------------
                                               
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                             3,199                 52,384                (5,310)
    Change in Unrealized Appreciation
        (Depreciation)                                      37,476                484,390               (31,433)
                                                    ---------------       ----------------      ----------------
    Net Gain (Loss) on Investments                          40,675                536,774               (36,743)
                                                    ---------------       ----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                              $41,467               $700,115               ($5,368)
                                                    ===============       ================      ================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                       Fidelity
                                                      Investment             Fidelity
                                                        Grade                  Money               Fidelity
                                                         Bond                 Market               Overseas
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                               $9,614                $72,672               $29,556
Expenses:
    Mortality & Expense Risk Fees                            1,360                 12,336                 3,291
                                                    ---------------       ----------------      ----------------
Net Investment Income (Loss)                                 8,254                 60,336                26,265
                                                    ---------------       ----------------      ----------------
                                               
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                              (104)                     0                22,548
    Change in Unrealized Appreciation
        (Depreciation)                                       2,966                      0                 1,403
                                                    ---------------       ----------------      ----------------
    Net Gain (Loss) on Investments                           2,862                      0                23,951
                                                    ---------------       ----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                              $11,116                $60,336               $50,216
                                                    ===============       ================      ================
</TABLE>
<TABLE>
<CAPTION>

                                                                              VanEck                VanEck
                                                        VanEck               Worldwide             Worldwide
                                                      Worldwide              Emerging                Hard
                                                       Balanced               Markets               Assets
                                                      Portfolio              Portfolio             Portfolio
<S>                                                <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                              $24,879                     $0                $4,567
Expenses:
    Mortality & Expense Risk Fees                              466                     80                   292
                                                    ---------------       ----------------      ----------------
Net Investment Income (Loss)                                24,413                    (80)                4,275
                                                    ---------------       ----------------      ----------------
                                               
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                           (10,944)                  (238)               (4,776)
    Change in Unrealized Appreciation
        (Depreciation)                                      (4,930)                 2,653               (11,854)
                                                    ---------------       ----------------      ----------------
    Net Gain (Loss) on Investments                         (15,874)                 2,415               (16,630)
                                                    ---------------       ----------------      ----------------
                                                                                           
Increase (Decrease) in Net Assets
    Resulting From Operations                               $8,539                 $2,335              ($12,355)
                                                    ===============       ================      ================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                         WP&G                  WP&G                  WP&G
                                                       Tomorrow              Tomorrow              Tomorrow
                                                         Long                 Medium                 Short
                                                         Term                  Term                  Term
                                                      Portfolio              Portfolio             Portfolio
<S>                                                <C>                  <C>                    <C>
Investment Income (Loss):
    Dividends                                                 $948                   $287                  $318
Expenses:
    Mortality & Expense Risk Fees                              423                     41                    33
                                                    ---------------       ----------------      ----------------
Net Investment Income (Loss)                                   525                    246                   285
                                                    ---------------       ----------------      ----------------
                                               
Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                             1,436                     31                    47
    Change in Unrealized Appreciation
        (Depreciation)                                       4,736                    390                    67
                                                    ---------------       ----------------      ----------------
    Net Gain (Loss) on Investments                           6,172                    421                   114
                                                    ---------------       ----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                               $6,697                   $667                  $399
                                                    ===============       ================      ================
</TABLE>
                 See Accompanying 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, 1998 and December 31, 1997
<TABLE>
<CAPTION>
                                      1998
                                                                                Aim                   Aim
                                                                              Capital            International
                                                                           Appreciation             Equity
                                                        Total                Portfolio             Portfolio
<S>                                                  <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                          $626,860                 $4,632                  $473
    Realized Gain (Loss) on Investment Activity            519,608                   (371)              (22,044)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                    1,519,964                 25,833                 7,738
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                      2,666,432                 30,094               (13,833)
                                                    ---------------       ----------------      ----------------

Capital Transactions:
    Contract Deposits                                   10,210,370                185,128               275,137
    Cost Of Insurance Charge                            (1,571,906)               (12,343)              (20,406)
    Policy Loans                                          (212,191)                     0                     0
    Transfers Between Funds                                 18,740                 (1,665)                4,554
    Contract Withdrawals                                  (202,369)                  (437)                 (836)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting    
    From Capital Transactions                            8,242,644                170,683               258,449
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                 10,909,076                200,777               244,616
Net Assets, at Beginning of Year                         7,272,203                      0                     0
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                             $18,181,279               $200,777              $244,616
                                                    ===============       ================      ================
</TABLE>  
<PAGE>
                                     
<TABLE>
<CAPTION>
                                                                                                   Alliance
                                                       Alliance              Alliance               Global
                                                     Conservative             Global                Dollar
                                                      Investors                Bond               Government
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                            $1,823                    ($2)                   $0
    Realized Gain (Loss) on Investment Activity              1,083                     19                     2
    Change in Unrealized Appreciation
        (Depreciation) of Investments                          691                    289                    10
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                          3,597                    306                    12
                                                    ---------------       ----------------      ----------------

Capital Transactions:
    Contract Deposits                                        9,551                  8,736                   241
    Cost Of Insurance Charge                                (2,651)                  (507)                  (31)
    Policy Loans                                                 0                      0                     0
    Transfers Between Funds                                   (834)                    12                     0
    Contract Withdrawals                                      (740)                     0                     0
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting    
    From Capital Transactions                                5,326                  8,241                   210
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                      8,923                  8,547                   222
Net Assets, at Beginning of Year                            24,072                      0                     0
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                                 $32,995                 $8,547                  $222
                                                    ===============       ================      ================

</TABLE>                                       
<TABLE>
<CAPTION>
                                                                             Alliance
                                                                              Growth               Alliance
                                                       Alliance                  &                  Growth
                                                        Growth                Income               Investors
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                           $94,056               $100,596               $12,600
    Realized Gain (Loss) on Investment Activity             36,650                 55,743                 3,763
    Change in Unrealized Appreciation
        (Depreciation) of Investments                      394,461                 63,586                17,434
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                        525,167                219,925                33,797
                                                    ---------------       ----------------      ----------------

Capital Transactions:
    Contract Deposits                                    1,469,752              1,709,454                67,574
    Cost Of Insurance Charge                              (210,721)              (152,262)              (18,064)
    Policy Loans                                           (30,640)               (25,729)               (2,299)
    Transfers Between Funds                                 (4,391)                16,628                    97
    Contract Withdrawals                                   (44,972)               (21,460)               (2,915)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting    
    From Capital Transactions                            1,179,028              1,526,631                44,393
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                  1,704,195              1,746,556                78,190
Net Assets, at Beginning of Year                         1,123,048                764,335               117,458
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                              $2,827,243             $2,510,891              $195,648
                                                    ===============       ================      ================
</TABLE>                                       

<PAGE>

<TABLE>
<CAPTION>

                                                                             Alliance              Alliance
                                                       Alliance                Money                Premier
                                                    International             Market                Growth
                                                      Portfolio              Portfolio             Portfolio
<S>                                           <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                             ($334)                $2,000               ($1,872)
    Realized Gain (Loss) on Investment Activity             54,637                      0                30,881
    Change in Unrealized Appreciation
        (Depreciation) of Investments                            0                      0                16,562
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                         54,303                  2,000                45,571
                                                    ---------------       ----------------      ----------------

Capital Transactions:
    Contract Deposits                                      (48,815)                30,048               122,585
    Cost Of Insurance Charge                                (7,879)               (11,766)              (19,989)
    Policy Loans                                                 0                      0                  (267)
    Transfers Between Funds                                  2,391                    202                 4,628
    Contract Withdrawals                                         0                      0                  (561)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting    
    From Capital Transactions                              (54,303)                18,484               106,396
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                          0                 20,484               151,967
Net Assets, at Beginning of Year                                 0                      0                     0
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                                      $0                $20,484              $151,967
                                                    ===============       ================      ================
</TABLE>                                       
<TABLE>
<CAPTION>

                                                                             Alliance
                                                       Alliance                Total               Alliance
                                                      Technology              Return                Quasar
                                                      Portfolio              Portfolio             Portfolio
<S>                                                  <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                           ($4,822)                   ($1)              $27,636
    Realized Gain (Loss) on Investment Activity            171,268                      0                31,274
    Change in Unrealized Appreciation
        (Depreciation) of Investments                      197,601                    112               (66,300)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                        364,047                    111                (7,390)
                                                    ---------------       ----------------      ----------------

Capital Transactions:
    Contract Deposits                                      274,264                  2,477               152,103
    Cost Of Insurance Charge                               (66,804)                   (58)              (36,287)
    Policy Loans                                           (12,128)                     0               (10,340)
    Transfers Between Funds                                  6,050                      0                (7,597)
    Contract Withdrawals                                   (12,390)                     0                (8,285)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting    
    From Capital Transactions                              188,992                  2,419                89,594
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                    553,039                  2,530                82,204
Net Assets, at Beginning of Year                           255,061                      0               241,676
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                                $808,100                 $2,530              $323,880
                                                    ===============       ================      ================
</TABLE>                                       

<PAGE>

<TABLE>
<CAPTION>
                                                       Alliance
                                                         U.S.                                       Dreyfus
                                                      Government                                     Small
                                                         High                Alliance               Company
                                                        Grade                Utility                 Stock
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                $0                     $0                 ($502)
    Realized Gain (Loss) on Investment Activity                  0                      0                (2,481)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                            0                     52                 8,859
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                              0                     52                 5,876
                                                    ---------------       ----------------      ----------------

Capital Transactions:
    Contract Deposits                                          991                    991               139,298
    Cost Of Insurance Charge                                   (23)                   (23)              (22,440)
    Policy Loans                                                 0                      0                (1,455)
    Transfers Between Funds                                      0                      0                 2,014
    Contract Withdrawals                                         0                      0                (2,646)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting    
    From Capital Transactions                                  968                    968               114,771
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                        968                  1,020               120,647
Net Assets, at Beginning of Year                                 0                      0               127,381
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                                    $968                 $1,020              $248,028
                                                    ===============       ================      ================
</TABLE>                                       
<TABLE>
<CAPTION>
                                                                              Dreyfus
                                                       Dreyfus                 Zero                Fidelity
                                                        Stock                 Coupon                 Asset
                                                        Index                  2000                 Manager
                                                      Portfolio              Portfolio             Portfolio
<S>                                                  <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                           $14,093                   $589               $55,868
    Realized Gain (Loss) on Investment Activity             90,160                    117                10,634
    Change in Unrealized Appreciation                               
        (Depreciation) of Investments                      348,632                     37                18,503
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting                         
    From Operations                                        452,885                    743                85,005
                                                    ---------------       ----------------      ----------------
                                                                    
Capital Transactions:
    Contract Deposits                                    1,652,138                  4,327               384,610
    Cost Of Insurance Charge                              (264,577)                (2,247)              (60,284)
    Policy Loans                                           (35,221)                     0                (1,634)
    Transfers Between Funds                                 (3,827)                   (10)                1,319
    Contract Withdrawals                                   (30,468)                     0                (3,078)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting                         
    From Capital Transactions                            1,318,045                  2,070               320,933
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                  1,770,930                  2,813               405,938
Net Assets, at Beginning of Year                           944,435                 10,766               387,906
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                              $2,715,365                $13,579              $793,844
                                                    ===============       ================      ================
</TABLE>                                       

<PAGE>

<TABLE>
<CAPTION>

                                                                                                   Fidelity
                                                       Fidelity              Fidelity                High
                                                      Contrafund              Growth                Income
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                              $792               $163,341               $31,375
    Realized Gain (Loss) on Investment Activity              3,199                 52,384                (5,310)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                       37,476                484,390               (31,433)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                         41,467                700,115                (5,368)
                                                    ---------------       ----------------      ----------------

Capital Transactions:
    Contract Deposits                                      274,009              1,511,553                20,065
    Cost Of Insurance Charge                               (18,289)              (264,617)              (31,215)
    Policy Loans                                                 0                (38,305)                 (541)
    Transfers Between Funds                                   (301)                 8,334                (1,103)
    Contract Withdrawals                                       (44)               (32,651)               (5,710)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting    
    From Capital Transactions                              255,375              1,184,314               (18,504)
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                    296,842              1,884,429               (23,872)
Net Assets, at Beginning of Year                                 0              1,164,075               287,181
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                                $296,842             $3,048,504              $263,309
                                                    ===============       ================      ================
</TABLE>                                       
<TABLE>
<CAPTION>
                                                       Fidelity
                                                      Investment             Fidelity
                                                        Grade                  Money               Fidelity
                                                         Bond                 Market               Overseas
                                                      Portfolio              Portfolio             Portfolio
<S>                                                 <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                            $8,254                $60,336               $26,265
    Realized Gain (Loss) on Investment Activity               (104)                     0                22,548
    Change in Unrealized Appreciation
        (Depreciation) of Investments                        2,966                      0                 1,403
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                         11,116                 60,336                50,216
                                                    ---------------       ----------------      ----------------

Capital Transactions:
    Contract Deposits                                      133,257              1,798,436                25,198
    Cost Of Insurance Charge                               (15,077)              (262,012)              (46,489)
    Policy Loans                                                 0                (47,336)               (4,988)
    Transfers Between Funds                                    372                 (3,849)               (3,101)
    Contract Withdrawals                                      (446)               (23,046)               (8,945)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting    
    From Capital Transactions                              118,106              1,462,193               (38,325)
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                    129,222              1,522,529                11,891
Net Assets, at Beginning of Year                            79,496              1,225,890               368,340
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                                $208,718             $2,748,419              $380,231
                                                    ===============       ================      ================
</TABLE>                                       

<PAGE>

<TABLE>
<CAPTION>
                                                                              VanEck                VanEck
                                                        VanEck               Worldwide             Worldwide
                                                      Worldwide              Emerging                Hard
                                                       Balanced               Markets               Assets
                                                      Portfolio              Portfolio             Portfolio
<S>                                                <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                           $24,413                   ($80)               $4,275
    Realized Gain (Loss) on Investment Activity            (10,944)                  (238)               (4,776)
    Change in Unrealized Appreciation                                                      
        (Depreciation) of Investments                       (4,930)                 2,653               (11,854)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting                                                
    From Operations                                          8,539                  2,335               (12,355)
                                                    ---------------       ----------------      ----------------

Capital Transactions:
    Contract Deposits                                      (87,825)                28,761                22,441
    Cost Of Insurance Charge                                (7,250)                (1,673)               (5,001)
    Policy Loans                                                 0                      0                     0
    Transfers Between Funds                                 (1,323)                   116                   (79)
    Contract Withdrawals                                      (456)                     0                  (666)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting                                                
    From Capital Transactions                              (96,854)                27,204                16,695
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                    (88,315)                29,539                 4,340
Net Assets, at Beginning of Year                            88,315                      0                30,220
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                                      $0                $29,539               $34,560
                                                    ===============       ================      ================
</TABLE>                                       
<TABLE>
<CAPTION>
                                                         WP&G                  WP&G                  WP&G
                                                       Tomorrow              Tomorrow              Tomorrow
                                                         Long                 Medium                 Short
                                                         Term                  Term                  Term
                                                      Portfolio              Portfolio             Portfolio
<S>                                                  <C>                  <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                              $525                   $246                  $285
    Realized Gain (Loss) on Investment Activity              1,436                     31                    47
    Change in Unrealized Appreciation
        (Depreciation) of Investments                        4,736                    390                    67
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                          6,697                    667                   399
                                                    ---------------       ----------------      ----------------

Capital Transactions:
    Contract Deposits                                       38,701                    534                 4,650
    Cost Of Insurance Charge                                (9,742)                  (536)                 (643)
    Policy Loans                                            (1,308)                     0                     0
    Transfers Between Funds                                    103                      0                     0
    Contract Withdrawals                                    (1,420)                     0                  (197)
                                                    ---------------       ----------------      ----------------
Increase (Decrease) in Net Assets Resulting                                                
    From Capital Transactions                               26,334                     (2)                3,810
                                                    ---------------       ----------------      ----------------
Total Increase (Decrease) in Net Assets                     33,031                    665                 4,209
Net Assets, at Beginning of Year                            25,890                  4,140                 2,518
                                                    ---------------       ----------------      ----------------
Net Assets, at End of Year                                 $58,921                 $4,805                $6,727
                                                    ===============       ================      ================
</TABLE>
                 See Accompanying 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, 1998 and December 31, 1997

                                      1997
<TABLE>
<CAPTION>

                                                                                Aim                    Aim
                                                                              Capital             International
                                                                            Appreciation              Equity
                                                         Total               Portfolio              Portfolio
<S>                                                   <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                           $166,746                     $0                    $0
    Realized Gain (Loss) on Investment Activity             206,207                      0                     0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                       366,321                      0                     0
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                         739,274                      0                     0
                                                    ----------------      -----------------       ---------------

Capital Transactions:
    Contract Deposits                                     5,544,641                      0                     0
    Cost Of Insurance Charge                               (775,349)                     0                     0
    Policy Loans                                            (94,631)                     0                     0
    Transfers Between Funds                                  18,850                      0                     0
    Contract Withdrawals                                    (82,467)                     0                     0
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting    
    From Capital Transactions                             4,611,044                      0                     0
                                                    ----------------      -----------------       ---------------
Total Increase (Decrease) in Net Assets                   5,350,318                      0                     0
Net Assets, at Beginning of Year                          1,921,885                      0                     0
                                                    ----------------      -----------------       ---------------
Net Assets, at End of Year                               $7,272,203                     $0                    $0
                                                    ================      =================       ===============
</TABLE>                                       
<TABLE>
<CAPTION>
                                                                                                     Alliance
                                                       Alliance               Alliance                Global
                                                     Conservative              Global                 Dollar
                                                       Investors                Bond                Government
                                                       Portfolio             Portfolio              Portfolio
<S>                                                <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                               $167                     $0                    $0
    Realized Gain (Loss) on Investment Activity                 600                      0                     0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                           586                      0                     0
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                           1,353                      0                     0
                                                    ----------------      -----------------       ---------------

Capital Transactions:
    Contract Deposits                                        15,627                      0                     0
    Cost Of Insurance Charge                                 (2,705)                     0                     0
    Policy Loans                                                  0                      0                     0
    Transfers Between Funds                                      20                      0                     0
    Contract Withdrawals                                       (239)                     0                     0
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting    
    From Capital Transactions                                12,703                      0                     0
                                                    ----------------      -----------------       ---------------
Total Increase (Decrease) in Net Assets                      14,056                      0                     0
Net Assets, at Beginning of Year                             10,016                      0                     0
                                                    ----------------      -----------------       ---------------
Net Assets, at End of Year                                  $24,072                     $0                    $0
                                                    ================      =================       ===============
</TABLE>                                       

<PAGE>

<TABLE>
<CAPTION>
                                                                              Alliance
                                                                               Growth                Alliance
                                                       Alliance                  &                    Growth
                                                        Growth                 Income               Investors
                                                       Portfolio             Portfolio              Portfolio
<S>                                                  <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                            $21,469                $22,999                $1,477
    Realized Gain (Loss) on Investment Activity              37,620                 18,395                 3,687
    Change in Unrealized Appreciation
        (Depreciation) of Investments                       138,629                 68,190                 5,513
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                         197,718                109,584                10,677
                                                    ----------------      -----------------       ---------------

Capital Transactions:
    Contract Deposits                                       814,495                571,454                61,194
    Cost Of Insurance Charge                               (117,612)               (74,918)              (11,672)
    Policy Loans                                             (6,689)                (5,180)                    0
    Transfers Between Funds                                   1,673                  2,565                 3,415
    Contract Withdrawals                                    (19,879)                (5,967)               (2,220)
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting    
    From Capital Transactions                               671,988                487,954                50,717
                                                    ----------------      -----------------       ---------------
Total Increase (Decrease) in Net Assets                     869,706                597,538                61,394
Net Assets, at Beginning of Year                            253,342                166,797                56,064
                                                    ----------------      -----------------       ---------------
Net Assets, at End of Year                               $1,123,048               $764,335              $117,458
                                                    ================      =================       ===============
</TABLE>                                       
<TABLE>
<CAPTION>

                                                                              Alliance               Alliance
                                                       Alliance                Money                 Premier
                                                     International            Market                  Growth
                                                       Portfolio             Portfolio              Portfolio
<S>                                                  <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                 $0                     $0                    $0
    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                     0
                                                    ----------------      -----------------       ---------------
Capital Transactions:
    Contract Deposits                                             0                      0                     0
    Cost Of Insurance Charge                                      0                      0                     0
    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                     0
                                                    ----------------      -----------------       ---------------
Total Increase (Decrease) in Net Assets                           0                      0                     0
Net Assets, at Beginning of Year                                  0                      0                     0
                                                    ----------------      -----------------       ---------------
Net Assets, at End of Year                                       $0                     $0                    $0
                                                    ================      =================       ===============
</TABLE>                                       

<PAGE>
<TABLE>
<CAPTION>

                                                                              Alliance
                                                       Alliance                Total                 Alliance
                                                      Technology              Return                  Quasar
                                                       Portfolio             Portfolio              Portfolio
<S>                                                 <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                            ($1,115)                    $0               ($1,464)
    Realized Gain (Loss) on Investment Activity              16,995                      0                 9,057
    Change in Unrealized Appreciation
        (Depreciation) of Investments                       (15,270)                     0                11,871
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                             610                      0                19,464
                                                    ----------------      -----------------       ---------------

Capital Transactions:
    Contract Deposits                                       270,239                      0               232,934
    Cost Of Insurance Charge                                (19,431)                     0               (17,506)
    Policy Loans                                               (101)                     0                  (387)
    Transfers Between Funds                                   4,396                      0                 3,524
    Contract Withdrawals                                     (8,527)                     0                (1,093)
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting    
    From Capital Transactions                               246,576                      0               217,472
                                                    ----------------      -----------------       ---------------
Total Increase (Decrease) in Net Assets                     247,186                      0               236,936
Net Assets, at Beginning of Year                              7,875                      0                 4,740
                                                    ----------------      -----------------       ---------------
Net Assets, at End of Year                                 $255,061                     $0              $241,676
                                                    ================      =================       ===============
</TABLE>                                       
<TABLE>
<CAPTION>
                                                       Alliance
                                                         U.S.                                        Dreyfus
                                                      Government                                      Small
                                                         High                 Alliance               Company
                                                        Grade                 Utility                 Stock
                                                       Portfolio             Portfolio              Portfolio
<S>                                                   <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                 $0                     $0                $2,102
    Realized Gain (Loss) on Investment Activity                   0                      0                  (107)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                             0                      0                (5,712)
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                               0                      0                (3,717)
                                                    ----------------      -----------------       ---------------

Capital Transactions:
    Contract Deposits                                             0                      0               135,191
    Cost Of Insurance Charge                                      0                      0                (2,314)
    Policy Loans                                                  0                      0                     0
    Transfers Between Funds                                       0                      0                (1,779)
    Contract Withdrawals                                          0                      0                     0
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting    
    From Capital Transactions                                     0                      0               131,098
                                                    ----------------      -----------------       ---------------
Total Increase (Decrease) in Net Assets                           0                      0               127,381
Net Assets, at Beginning of Year                                  0                      0                     0
                                                    ----------------      -----------------       ---------------
Net Assets, at End of Year                                       $0                     $0              $127,381
                                                    ================      =================       ===============
</TABLE>                                       

<PAGE>
<TABLE>
<CAPTION>
                                                                              Dreyfus
                                                        Dreyfus                 Zero                 Fidelity
                                                         Stock                 Coupon                 Asset
                                                         Index                  2000                 Manager
                                                       Portfolio             Portfolio              Portfolio
<S>                                                 <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                            $26,687                   $511               $21,546
    Realized Gain (Loss) on Investment Activity              41,444                    (71)                8,600
    Change in Unrealized Appreciation                                
        (Depreciation) of Investments                        41,726                     83                19,239
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting                          
    From Operations                                         109,857                    523                49,385
                                                    ----------------      -----------------       ---------------
                                                                     
Capital Transactions:
    Contract Deposits                                       778,061                 11,713               287,927
    Cost Of Insurance Charge                                (90,065)                (4,235)              (42,651)
    Policy Loans                                             (1,032)                     0                  (167)
    Transfers Between Funds                                   2,970                     25                   664
    Contract Withdrawals                                     (7,423)                  (171)               (9,859)
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting                          
    From Capital Transactions                               682,511                  7,332               235,914
                                                    ----------------      -----------------       ---------------
Total Increase (Decrease) in Net Assets                     792,368                  7,855               285,299
Net Assets, at Beginning of Year                            152,067                  2,911               102,607
                                                    ----------------      -----------------       ---------------
Net Assets, at End of Year                                 $944,435                $10,766              $387,906
                                                    ================      =================       ===============
</TABLE>                                       
<TABLE>
<CAPTION>

                                                                                                     Fidelity
                                                       Fidelity               Fidelity                 High
                                                      Contrafund               Growth                 Income
                                                       Portfolio             Portfolio              Portfolio
<S>                                                  <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                                 $0                $21,466                $3,283
    Realized Gain (Loss) on Investment Activity                   0                 55,366                11,481
    Change in Unrealized Appreciation
        (Depreciation) of Investments                             0                 90,042                11,697
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                               0                166,874                26,461
                                                    ----------------      -----------------       ---------------

Capital Transactions:
    Contract Deposits                                             0                492,521               226,949
    Cost Of Insurance Charge                                      0               (148,843)              (23,779)
    Policy Loans                                                  0                (24,473)                    0
    Transfers Between Funds                                       0                  3,595                 1,695
    Contract Withdrawals                                          0                (19,994)               (2,049)
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting    
    From Capital Transactions                                     0                302,806               202,816
                                                    ----------------      -----------------       ---------------
Total Increase (Decrease) in Net Assets                           0                469,680               229,277
Net Assets, at Beginning of Year                                  0                694,395                57,904
                                                    ----------------      -----------------       ---------------
Net Assets, at End of Year                                       $0             $1,164,075              $287,181
                                                    ================      =================       ===============
</TABLE>                                       

<PAGE>
<TABLE>
<CAPTION>
                                                       Fidelity
                                                      Investment              Fidelity
                                                         Grade                 Money                 Fidelity
                                                         Bond                  Market                Overseas
                                                       Portfolio             Portfolio              Portfolio
<S>                                                <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                             $2,521                $32,116                $9,687
    Realized Gain (Loss) on Investment Activity                 322                      0                 1,460
    Change in Unrealized Appreciation
        (Depreciation) of Investments                         2,132                      0                (3,697)
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                           4,975                 32,116                 7,450
                                                    ----------------      -----------------       ---------------

Capital Transactions:
    Contract Deposits                                        29,955              1,214,777               281,913
    Cost Of Insurance Charge                                 (6,686)              (159,431)              (34,464)
    Policy Loans                                                  0                (52,504)               (4,098)
    Transfers Between Funds                                      96                 (5,335)                  951
    Contract Withdrawals                                        (16)                (1,225)               (3,073)
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting    
    From Capital Transactions                                23,349                996,282               241,229
                                                    ----------------      -----------------       ---------------
Total Increase (Decrease) in Net Assets                      28,324              1,028,398               248,679
Net Assets, at Beginning of Year                             51,172                197,492               119,661
                                                    ----------------      -----------------       ---------------
Net Assets, at End of Year                                  $79,496             $1,225,890              $368,340
                                                    ================      =================       ===============
</TABLE>                                       
<TABLE>
<CAPTION>
                                                                               VanEck                 VanEck
                                                        VanEck               Worldwide              Worldwide
                                                       Worldwide              Emerging                 Hard
                                                       Balanced               Markets                 Assets
                                                       Portfolio             Portfolio              Portfolio
<S>                                           <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                               $343                     $0                  $319
    Realized Gain (Loss) on Investment Activity                 856                      0                   165
    Change in Unrealized Appreciation                                                       
        (Depreciation) of Investments                         3,097                      0                (1,231)
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting                                                 
    From Operations                                           4,296                      0                  (747)
                                                    ----------------      -----------------       ---------------

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

<PAGE>
<TABLE>
<CAPTION>
                                                         WP&G                   WP&G                   WP&G
                                                       Tomorrow               Tomorrow               Tomorrow
                                                         Long                  Medium                 Short
                                                         Term                   Term                   Term
                                                       Portfolio             Portfolio              Portfolio
<S>                                                 <C>                   <C>                    <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                             $2,058                   $331                  $243
    Realized Gain (Loss) on Investment Activity                 303                      2                    32
    Change in Unrealized Appreciation
        (Depreciation) of Investments                          (304)                  (254)                  (16)
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                           2,057                     79                   259
                                                    ----------------      -----------------       ---------------
Capital Transactions:
    Contract Deposits                                        27,159                  4,178                 2,793
    Cost Of Insurance Charge                                 (3,562)                  (124)                 (536)
    Policy Loans                                                  0                      0                     0
    Transfers Between Funds                                      76                      7                     2
    Contract Withdrawals                                          0                      0                     0
                                                    ----------------      -----------------       ---------------
Increase (Decrease) in Net Assets Resulting                                                 
    From Capital Transactions                                23,673                  4,061                 2,259
                                                    ----------------      -----------------       ---------------
Total Increase (Decrease) in Net Assets                      25,730                  4,140                 2,518
Net Assets, at Beginning of Year                                160                      0                     0
                                                    ----------------      -----------------       ---------------
Net Assets, at End of Year                                  $25,890                 $4,140                $2,518
                                                    ================      =================       ===============
</TABLE>
                 See Accompanying 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  following  products  are offered by the  Account:  Vision and
Gallery Life.

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

AIM Fund:                               Fidelity Trust:
  International Equity Portfolio           Money Market Portfolio
  Capital Appreciation Portfolio           High Income Portfolio
  Growth Portfolio
Alliance Fund:                             Overseas Portfolio
  Growth & Income Portfolio                Contrafund Portfolio
  Conservative Investors Portfolio
  Growth Portfolio                      Fidelity Trust II:
  Growth Investors Portfolio               Investment Grade Bond Portfolio
  Quasar Portfolio                         Asset Manager Portfolio
  Technology Portfolio
  Global Bond Portfolio                 Van Eck Trust:
  Premier Growth Portfolio                 Worldwide Hard Assets Portfolio
  Money Market Portfolio                   Worldwide Emerging Markets Portfolio
                                           Worldwide Balanced Portfolio 
                                              (Fund closed 06/29/98)
Dreyfus Fund:
  Dreyfus Zero Coupon 2000 Portfolio    Weiss, Peck & Greer Tomorrow Fund:
  Stock Index Portfolio                    Tomorrow Long Term Portfolio
  Small Company Stock Portfolio            Tomorrow Medium Term Portfolio
  Stock Index Portfolio                    Tomorrow Short Term 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, 1998,  investment  activity in the Fund was as
follows:

                                                        Cost of                         Proceeds
                                                       Purchases                       From Sales
Shares of
<S>                                                    <C>                              <C>     
Aim
        Capital Appreciation Portfolio                 $ 201,598                        $ 26,283
        International Equity Portfolio                   499,113                         240,193
Alliance Funds:                                      
        Conservative Investors Portfolio                  17,668                          10,521
        Global Bond Portfolio                              9,907                           1,670
        Global Dollar Government Portfolio                   242                              31
        Growth Portfolio                               1,434,835                         161,751
        Growth & Income Portfolio                      7,118,210                       5,490,984
        Growth Investors Portfolio                        83,359                          26,366
        International Portfolio                        7,730,001                       7,784,638
        Money Market Portfolio                         7,530,593                       7,510,112
        Premier Growth Portfolio                       1,721,633                       1,617,108
        Technology Portfolio                           9,312,917                       9,128,748
        Total Return Portfolio                             2,439                              21
        Quasar Portfolio                               9,870,359                       9,753,129
        U.S. Government High Grade Portfolio                 976                               8
        Utility Income Portfolio                             976                               8
Dreyfus:                                             
        Small Company Portfolio                          277,608                         163,341
        Stock Index Portfolio                          1,719,925                         387,790
        Zero Coupon 2000 Portfolio                         7,868                           5,215
Fidelity Trust Funds:
        Asset Manager Portfolio                          637,629                         260,827
        Contrafund Portfolio                             295,002                          38,838
        Growth Portfolio                               1,684,130                         336,475
        High Income Portfolio                            366,333                         353,460
        Investment Grade Bond Portfolio                  252,481                         126,121
        Money Market Portfolio                         3,777,754                       2,255,231
        Overseas Portfolio                               240,411                         252,471
Van Eck:
        Worldwide Emerging Markets Portfolio              31,817                           4,692
        Worldwide Hard Assets Portfolio                   34,521                          13,551
        Worldwide Balanced Portfolio                      43,581                         115,939
Weiss, Peck, & Greer Tomorrow Funds:                 
        Tomorrow Long Term Portfolio                      43,881                          17,022
        Tomorrow Medium Term Portfolio                     1,311                           1,067
        Tomorrow Short Term Portfolio                      4,968                             873
</TABLE>

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


</TABLE>
<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT II

                    NOTES TO FINANCIAL STATEMENTS (continued)


5.  Net Increase (Decrease) in Accumulation Units

For the year ended December 31, 1998,  transactions in accumulation units of the
account were as follows:

<TABLE>

                                             Aim           Aim            Alliance
                                           Capital      International  Conservative
                                         Appreciation    Equity          Investors
                                          Portfolio     Portfolio        Portfolio
     VARIABLE ANNUITY                         -             -               -
<S>                                       <C>           <C>             <C>   
Units Purchased                           10,966.16     17,130.11         519.94
Units Withdrawn                           (1,282.07)    (1,912.12)       (252.21)
Units Transferred Between Funds            7,964.24      5,920.24         151.60
Units Transferred From (To) AI Life            0.00          0.00           0.00
                                         ----------    ----------      ---------
Net Increase (Decrease)                   17,648.33     21,138.23         419.33
Units, at Beginning of the Year                0.00          0.00       1,986.58
                                         ----------    ----------      ---------
Units, at End of the Year                 17,648.33     21,138.23       2,405.91
                                         ==========    ==========      =========

Unit Value at December 31, 1998       $       11.38 $       11.57   $      13.71
                                         ==========    ==========      =========
</TABLE>
<TABLE>


                                                        Alliance
                                           Alliance       Global
                                            Global        Dollar       Alliance
                                             Bond       Government      Growth
                                          Portfolio     Portfolio      Portfolio
                                                -            -             -
<S>                                          <C>             <C>       <C>      
Units Purchased                              274.70          0.00      48,680.75
Units Withdrawn                              (47.46)        (4.05)    (14,982.74)
Units Transferred Between Funds              538.94         33.17      28,539.15
Units Transferred From (To) AI Life            0.00          0.00           0.00
                                            -------        ------    -----------
Net Increase (Decrease)                      766.18         29.12      62,237.16
Units, at Beginning of the Year                0.00          0.00      63,940.84
                                            -------        ------    -----------
Units, at End of the Year                    766.18         29.12     126,178.00
                                            =======        ======    ===========

Unit Value at December 31, 1998          $    11.15     $    7.65 $        22.41
                                            =======        ======    ===========
</TABLE>
<TABLE>


                                           Alliance
                                            Growth      Alliance
                                              &          Growth       Alliance
                                            Income      Investors  International
                                          Portfolio     Portfolio     Portfolio
                                            -               -             -
<S>                                       <C>            <C>               <C> 
Units Purchased                           33,634.28      4,748.04          0.00
Units Withdrawn                          (10,914.51)    (1,602.25)      (789.39)
Units Transferred Between Funds           54,953.57         19.95        789.39
Units Transferred From (To) AI Life            0.00          0.00          0.00
                                        -----------    ----------       -------
Net Increase (Decrease)                   77,673.34      3,165.74          0.00
Units, at Beginning of the Year           44,589.32      8,820.29          0.00
                                        -----------    ----------       -------
Units, at End of the Year                122,262.66     11,986.03          0.00
                                        ===========    ==========       =======

Unit Value at December 31, 1998       $       20.54   $     16.32    $    11.06
                                         ===========    ==========      =======
</TABLE>
Footnote 1 are all funds except for IVUL 2.
Footnote 2 are the IVUL 2 funds.
<PAGE>
<TABLE>


                                          Alliance       Alliance       Alliance
                                           Money          Premier       Premier
                                           Market         Growth         Growth
                                         Portfolio   1  Portfolio   2  Portfolio
                                             -               -             -
<S>                                       <C>           <C>               <C>   
Units Purchased                           76,950.50     14,340.65         368.47
Units Withdrawn                           (1,125.28)    (1,636.22)        (15.78)
Units Transferred Between Funds          (73,883.89)    (2,993.66)         16.87
Units Transferred From (To) AI Life            0.00          0.00           0.00
                                         ----------    ----------        -------
Net Increase (Decrease)                    1,941.33      9,710.77         369.56
Units, at Beginning of the Year                0.00          0.00           0.00
                                         ----------    ----------        -------
Units, at End of the Year                  1,941.33      9,710.77         369.56
                                         ==========    ==========        =======

Unit Value at December 31, 1998        $      10.55 $       15.06     $    15.45
                                         ==========    ==========        =======
</TABLE>
<TABLE>
                                                        Alliance
                                          Alliance       Total        Alliance
                                         Technology      Return        Quasar
                                          Portfolio    Portfolio   1  Portfolio
                                               -             -            -
<S>                                       <C>              <C>         <C>      
Units Purchased                           35,545.90        212.77      16,965.13
Units Withdrawn                           (7,116.84)        (4.98)     (4,825.62)
Units Transferred Between Funds           (5,978.18)         0.00      (4,170.54)
Units Transferred From (To) AI Life            0.00          0.00           0.00
                                         ----------       -------     ----------
Net Increase (Decrease)                   22,450.88        207.79       7,968.97
Units, at Beginning of the Year           23,596.78          0.00      20,181.26
                                         ----------       -------     ----------
Units, at End of the Year                 46,047.66        207.79      28,150.23
                                         ==========       =======     ==========

Unit Value at December 31, 1998        $      17.55 $       12.18    $     11.34
                                         ==========       =======     ==========
</TABLE>
<TABLE>

                                                         Alliance
                                                           U.S.
                                                       Government
                                           Alliance       High          Alliance
                                            Quasar        Grade         Utility
                                      2   Portfolio     Portfolio      Portfolio
                                                 -            -             -
<S>                                          <C>            <C>            <C>  
Units Purchased                              531.58         89.14          72.17
Units Withdrawn                              (11.11)        (2.08)         (1.69)
Units Transferred Between Funds                3.26          0.00           0.00
Units Transferred From (To) AI Life            0.00          0.00           0.00
                                            -------        ------         ------
Net Increase (Decrease)                      523.73         87.06          70.48
Units, at Beginning of the Year                0.00          0.00           0.00
                                            -------        ------         ------
Units, at End of the Year                    523.73         87.06          70.48
                                            =======        ======         ======

Unit Value at December 31, 1998          $     9.15 $       11.12      $   14.47
                                            =======        ======         ======
</TABLE>

Footnote 1 are all funds except for IVUL 2.
Footnote 2 are the IVUL 2 funds.
<PAGE>
<TABLE>


                                           Dreyfus                       Dreyfus
                                            Small        Dreyfus           Zero
                                           Company        Stock           Coupon
                                            Stock         Index            2000
                                          Portfolio     Portfolio       Portfolio
                                                 -          -               -
<S>                                       <C>           <C>               <C>   
Units Purchased                           15,130.34     64,100.90         653.34
Units Withdrawn                           (2,752.76)   (17,133.95)       (197.62)
Units Transferred Between Funds            1,013.09     21,583.46        (273.54)
Units Transferred From (To) AI Life            0.00          0.00           0.00
                                         ----------   -----------      ---------
Net Increase (Decrease)                   13,390.67     68,550.41         182.18
Units, at Beginning of the Year           12,290.97     54,287.23         976.29
                                         ----------   -----------      ---------
Units, at End of the Year                 25,681.64    122,837.64       1,158.47
                                         ==========   ===========      =========

Unit Value at December 31, 1998       $        9.66  $      22.11   $      11.72
                                         ==========   ===========      =========
</TABLE>
<TABLE>



                                           Fidelity
                                            Asset        Fidelity       Fidelity
                                           Manager     Contrafund       Growth
                                          Portfolio     Portfolio      Portfolio
                                              -             -              -
<S>                                       <C>           <C>            <C>      
Units Purchased                           18,697.45     13,543.93      71,686.34
Units Withdrawn                           (4,063.22)    (1,631.36)    (19,446.08)
Units Transferred Between Funds            6,029.71     11,000.06      16,228.87
Units Transferred From (To) AI Life            0.00          0.00           0.00
                                         ----------    ----------    -----------
Net Increase (Decrease)                   20,663.94     22,912.63      68,469.13
Units, at Beginning of the Year           25,997.34          0.00      76,554.16
                                         ----------    ----------    -----------
Units, at End of the Year                 46,661.28     22,912.63     145,023.29
                                         ==========    ==========    ===========

Unit Value at December 31, 1998       $       17.01 $       12.96 $        21.02
                                         ==========    ==========    ===========
</TABLE>
<TABLE>


                                                        Fidelity
                                           Fidelity    Investment       Fidelity
                                             High         Grade          Money
                                            Income        Bond           Market
                                          Portfolio     Portfolio      Portfolio
                                               -           -                -
<S>                                        <C>          <C>           <C>       
Units Purchased                            9,445.60     13,513.40     259,198.27
Units Withdrawn                           (2,853.91)    (1,307.38)    (28,981.43)
Units Transferred Between Funds           (7,301.62)    (2,236.28)   (105,109.51)
Units Transferred From (To) AI Life            0.00          0.00        (147.07)
                                         ----------    ----------    -----------
Net Increase (Decrease)                     (709.93)     9,969.74     124,960.26
Units, at Beginning of the Year           21,533.23      6,952.60     109,164.24
                                         ----------    ----------    -----------
Units, at End of the Year                 20,823.30     16,922.34     234,124.50
                                         ==========    ==========    ===========

Unit Value at December 31, 1998       $       12.64 $       12.33 $        11.74
                                         ==========    ==========    ===========
</TABLE>
Footnote 1 are all funds except for IVUL 2.
Footnote 2 are the IVUL 2 funds.
<PAGE>
<TABLE>
                                                                        Van Eck
                                                         Van Eck       Worldwide
                                           Fidelity     Worldwide       Emerging
                                           Overseas     Balanced        Markets
                                          Portfolio     Portfolio      Portfolio
                                             -             -                -
<S>                                       <C>              <C>          <C>     
Units Purchased                           11,785.44        951.45       1,277.13
Units Withdrawn                           (4,501.28)      (606.33)       (278.62)
Units Transferred Between Funds           (9,535.93)    (7,669.26)      3,870.58
Units Transferred From (To) AI Life            0.00          0.00           0.00
                                         ----------     ---------      ---------
Net Increase (Decrease)                   (2,251.77)    (7,324.14)      4,869.09
Units, at Beginning of the Year           29,558.72      7,324.14           0.00
                                         ----------     ---------      ---------
Units, at End of the Year                 27,306.95          0.00       4,869.09
                                         ==========     =========      =========

Unit Value at December 31, 1998       $       13.92  $      13.05   $       6.07
                                         ==========     =========      =========
</TABLE>
<TABLE>


                                            Van Eck        WP&G           WP&G
                                           Worldwide     Tomorrow       Tomorrow
                                              Hard         Long          Medium
                                             Assets        Term           Term
                                           Portfolio    Portfolio      Portfolio
                                               -             -               -
<S>                                        <C>           <C>               <C>  
Units Purchased                            1,987.17      3,171.98          96.93
Units Withdrawn                             (614.56)      (914.92)        (41.35)
Units Transferred Between Funds              411.71       (301.20)        (53.41)
Units Transferred From (To) AI Life            0.00          0.00           0.00
                                          ---------      --------        -------
Net Increase (Decrease)                    1,784.32      1,955.86           2.17
Units, at Beginning of the Year            2,660.66      2,002.12         338.89
                                          ---------     ---------        -------
Units, at End of the Year                  4,444.98      3,957.98         341.06
                                          =========     =========        =======

Unit Value at December 31, 1998         $      7.78 $       14.89     $    14.09
                                          =========     =========        =======
</TABLE>
<TABLE>
                                               WP&G
                                             Tomorrow
                                              Short
                                               Term
                                            Portfolio
                                               -
<S>                                          <C>   
Units Purchased                              355.59
Units Withdrawn                              (66.23)
Units Transferred Between Funds                0.00
Units Transferred From (To) AI Life            0.00
                                            -------
Net Increase (Decrease)                      289.36
Units, at Beginning of the Year              207.88
                                            -------
Units, at End of the Year                    497.24
                                            =======

Unit Value at December 31, 1998          $    13.53
                                            =======

</TABLE>


<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>

Issue              Policy           Minimum           Minimum  Planned Periodic Premium
Age of    Sex of    Face            Initial                      By Premium Payment Mode
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>

                                       A-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.


   Issue                            Policy                    Surrender
   Age of         Sex of            Face                      Charge
   Insured        Insured           Amount                    Premium

     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




                                       B-1

<PAGE>
   

                                   APPENDIX C

                          AVERAGE ANNUAL TOTAL RETURNS

                             As of December 31, 1998
<TABLE>


                                             Inception     1 Yr.     3 Yrs.    5 Yrs.    10 Yrs.      Since
                                               Date                                                 Inception
<S>                                             <C>        <C>      <C>        <C>         <C>       <C>
Alliance Variable Products Series Fund
Conservative Investors Portfolio                10/28/94   13.18%     8.64%      N/A       N/A       10.12%
Global Bond Portfolio                            7/15/91   13.10%     0.49%     1.35%      N/A        2.30%
Global Dollar Government Portfolio                5/2/94  -22.41%    -2.23%      N/A       N/A        2.07%
Growth Portfolio                                 9/15/94   27.57%    27.83%      N/A       N/A       28.60%
Growth and Income Portfolio                      1/14/91   19.81%    23.36%    20.09%      N/A       14.96%
Growth Investors Portfolio                      10/28/94   22.57%    14.81%      N/A       N/A       14.81%
High Yield Portfolio                            10/27/97   -4.55%      N/A       N/A       N/A       -1.49%
Money Market Portfolio                           12/4/92   4.04%      3.98%     3.67%      N/A        3.55%
North American Government Portfolio               5/3/94   3.13%      7.81%      N/A       N/A        5.70%
International Portfolio                         12/28/92   12.00%     5.49%     5.95%      N/A        8.24%
Premier Growth Portfolio                         6/26/92   46.65%    19.26%    18.35%      N/A       17.95%
Quasar Portfolio                                 8/14/96  -23.61%      N/A       N/A       N/A       -2.04%
Real Estate Investors Portfolio                   1/9/97  -19.73%      N/A       N/A       N/A       -0.96%
Short-Term Multi-Market Portfolio               11/28/90   5.36%      1.12%    -0.59%      N/A        0.55%
Technology Portfolio                             1/11/96   62.32%      N/A       N/A       N/A       23.54%
Total Return Portfolio                          12/28/92   15.94%    14.57%    11.53%      N/A       11.04%
U.S. Gov-t High Grade Portfolio                  9/17/92   7.25%      2.52%     2.87%      N/A        3.22%
Utility Income Portfolio                         5/10/94   22.80%    16.27%      N/A       N/A       14.33%
Worldwide Privatization Portfolio                9/23/94   9.84%     11.08%      N/A       N/A       10.21%

This portfolio performance  information is for illustrative purposes only and is
not intended to indicate or predict future performance.

</TABLE>

    


                                       C-1

<PAGE>


                                  [Back cover]

The Securities and Exchange Commission maintains a Web site (http://www.sec.gov)
that contains  additional  information  about AIG Life  Insurance  Company,  the
policy and the  Separate  Account  which may be of interest to you. The Web site
also contains  additional  information  about the policy's  variable  investment
options.

<PAGE>

                           Part II - Other Information

                           UNDERTAKING TO FILE REPORTS

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

                                 REPRESENTATION

         AIG Life  Insurance  Company  represents  that  the  fees  and  charges
deducted  under  the  Policy  covered  by this  registration  statement,  in the
aggregate  are  reasonable  in relation to the services  rendered,  the expenses
expected to be incurred, and the risks assumed by the Company.

                                 INDEMNIFICATION

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

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

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company  pursuant to such  provision of the bylaws or statutes or otherwise,
the Company has been advised that in the opinion of the  Securities and Exchange
Commission,  such  indemnification  against  such  liabilities  (other  than the
payment by the  Company of expenses  incurred or paid by a director,  officer or
controlling  person of the Company in the successful defense of any such action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the Policies issued by Variable  Account II, the Company will
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such indemnification by it is against public policy as expressed in said Act and
will be governed by the final adjudication of such issue.

<PAGE>
                       CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

     The facing sheet.

     The Prospectus consisting of ___ pages.

     The undertaking to file reports.

     Representation.

     The signatures

     Written consents of the following persons:
          Kenneth D. Walma
          Michael Burns
          Jorden Burt Cicchetti Berenson & Johnson LLP
          PriceWaterhouseCoopers LLP
          Powers of Attorney

The following exhibits:

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

     1.   Certificate of Resolution for AIG Life Insurance Company dated June 5,
          1986, authorizing the issuance and sale of variable life contracts.*

     2.   N/A

     3.   Principal  Underwriter's  Agreement between AIG Life Insurance Company
          and American International Fund Distributors, dated August 15, 1989;*

     4.   N/A

     5.  (a) Form of Flexible Premium Variable Life Insurance Policy (1VUL1294)*

          (b)  Form  of  Group  Flexible  Variable  Universal  Life  Policy  (11
               GVUL0597)*

         (c) Form of Certificate of Group Flexible Variable Universal Life
              (16GVUL0597)*

     6.   (a) By-Laws of AIG Life Insurance  Company as amended through December
          31, 1991;*

          (b)    Certificate of  Incorporation  of AIG Life  Insurance  Company,
                 dated December 31, 1991*

          (c)  Restated  Certificate  of  Incorporation,  of AIG Life  Insurance
               Company,  dated  December 31, 1991.  The original  Certificate of
               Incorporation was filed in Pennsylvania on June 18, 1962*

     7.   N/A.

     8.   N/A.

     9.   N/A.

     10.  (a) Form of Life Insurance Application (14APP0396)

         (b) Form of Supplemental Application (14SGVUL0597NJ)

         (c) Form of Group Life Insurance Application (14GAPP0397NJ)

     11.  Powers of Attorney (filed electronically herein)


B.   Opinion of Counsel (filed electronically herein)

C.   Opinion and Consent of Actuary (filed electronically herein)

D.   Consent of Independent Accountants (filed electronically herein)

E.   Consent of Counsel (filed electronically herein)

F.   Memorandum Regarding Administrative Procedures*

*    Incorporated by reference to Registrant's  Post-Effective  Amendment, No. 4
     filed on Form S-6 (File No. 33-90684), dated October 27, 1998.

<PAGE>

                                   SIGNATURES

         As required by the Securities  Act of 1933 and the  Investment  Company
Act of  1940,  the  Registrant  certifies  that it  meets  the  requirements  of
Securities Act Rule 485(a) for effectiveness of this Registration  Statement and
has caused this  Registration  Statement to be signed on its behalf, in the City
of Wilmington, and State of Delaware on this 30th day of April, 1999.


                                VARIABLE ACOUNT II
                                -------------------------------
                                         (Registrant)

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

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




<PAGE>



Pursuant  to  the   requirements  of  the  Securities  and  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

Michele L. Abruzzo                  Director                  April 30, 1999
- ------------------
/s/ Michele L. Abruzzo

Paul Bell                           Director                  April 30, 1999
- ------------------
/s/ Paul Bell

Maurice R. Greenberg                Director                  April 30, 1999
- ------------------
/s/ Maurice R. Greenberg

Howard E. Gunton, Jr.               Chief Financial           April 30, 1999
__________________                  Officer
/s/ Howard E. Gunton, Jr

Edward Easton Matthews              Director                  April 30, 1999
- ------------------
/s/ Edward Easton Matthews

Jerome T. Muldowney                 Director                  April 30, 1999
- ------------------
/s/ Jerome T. Muldowney

Michael Mullin                      Chief Operating           April 30, 1999
__________________                  Officer
/s/ Michael Mullin

Robinson K. Nottingham              Director                  April 30, 1999
- ------------------
/s/ Robinson K. Nottingham

Nicholas A. O'Kulich                Director                  April 30, 1999
- ------------------
/s/ Nicholas A. O'Kulich

Howard Ian Smith                    Director                  April 30, 1999
- ------------------
/s/ Howard Ian Smith

Edmund Sze-Wing Tse                 Director                  April 30, 1999
- ------------------
/s/ Edmund Sze-Wing Tse

Elizabeth M. Tuck                   Secretary                 April 30, 1999
- ------------------
/s/ Elizabeth M. Tuck

Gerald Walter Wyndorf               Director                  April 30, 1999
- ------------------
/s/ Gerald Walter Wyndorf
<PAGE>





                                INDEX TO EXHIBITS



EXHIBIT                                                       PAGE

B.       Opinion of Counsel

C.       Opinion and Consent of Actuary

D.       Consent of Independent Accountants

E.       Consent of Counsel
<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 is 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
Flexible  Premium  Variable  Universal  Life  Individual and Group Policies (the
"Policy") 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 thereof,  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. 6 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
                                            General Counsel

Dated:  April 30, 1999


<PAGE>
                                    EXHIBIT C

                         OPINION AND CONSENT OF ACTUARY

         On  behalf  of AIG Life  Insurance  Company,  I hereby  consent  to the
inclusion of the Table of Minimum  Premiums and Surrender  Charge  Premiums in a
Registration Statement of Form S-6 registering Variable Life Insurance Policies.

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

Dated:  April 30, 1999
<PAGE>

<PAGE>


                                    EXHIBIT D

                       CONSENT OF INDEPENDENT ACCOUNTANTS

         We hereby  consent to the  following  with  respect  to  Post-effective
Amendment No. 6 to the Registration  Statement (No.  33-90684) 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 5, 1999 relating to our audits of
the financial statements of AIG Life Insurance Company.

         2. The inclusion in the  Prospectus of Variable  Account II of AIG Life
Insurance  Company of our report dated February 5, 1999 relating to our audit of
the financial statements of Variable Account II.

         3.  The  reference  to  our  firm  under  the  heading  "Experts."  /s/
PriceWaterhouseCoopers LLP
- ------------------
PriceWaterhouseCoopers LLP

2400 Eleven Penn Center
Philadelphia, Pennsylvania

April 23, 1999
<PAGE>


<PAGE>

                               CONSENT OF COUNSEL

               JORDEN BURT BOROS CICCHETTI BERENSON & JOHNSON LLP
                                 SUITE 400 EAST
                       1025 THOMAS JEFFERSON STREET, N.W.
                           WASHINGTON, D.C. 2007-0805
                            TELECOPIER (202) 965-8014



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

                                 April 30, 1999

Gentlemen:

         We hereby consent to the reference to our name under the caption "Legal
Matters" in the Prospectus  contained in Post  Effective  Amendment No. 6 to the
Registration  Statement  on Form  S-6  (File  No.  33-90684)  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
Jorden Burt Boros Cicchetti Berenson & Johnson



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