VARIABLE ACCOUNT II AIG LIFE INSURANCE CO
485BPOS, 1999-11-05
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        Filed with the Securities and Exchange Commission on November 5, 1999

                           Registration No. 333-71753

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form S-6

                        POST-EFFECTIVE AMENDMENT NO 1 TO
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OF
             SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM
                                     N-8B-2

A.       Exact name of trust:       Variable Account II

B.       Name of depositor:         AIG Life Insurance Company

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

D.                Name and address of agent for service:
                  Kenneth D. Walma, Vice President 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:

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

      ____   on _________ pursuant to paragraph (b) of Rule 485


     _____ 60 days after filing pursuant to paragraph (a)(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:

     Flexible  Premium  Variable  Universal  Life Group  Insurance  Policies and
     Certificates and Individual Insurance Policies.


F.   Approximate date of proposed public offering:

     As  soon as  practicable  after  the  effective  date of this  Registration
     Statement.
<PAGE>
     This post-effective  amendment no. 1 to the registration  statement on Form
S-6 (File No.  333-71753)  is being  filed  pursuant  to Rule  485(b)  under the
Securities  Act of 1933, as amended,  to supplement the  registration  statement
with an additional prospectus and related documents. This amendment relates only
to the prospectus and documents  included herein and does not otherwise  delete,
amend, or supersede any information contained in the registration statement.
<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 Gemstone VUL Policy
15       The Separate Account
16       The Separate Account, The Investment Options
17       Purchasing a Gemstone VUL Policy
18       Investing Your Account Value
19       Purchasing a Gemstone VUL Policy, Investing Your Account Value
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 Gemstone VUL Policy
45       Not Applicable
46       Purchasing a Gemstone VUL Policy
47       Not Applicable
48       Not Applicable
49       Not Applicable
50       Not Applicable
51       Purchasing a Gemstone VUL 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>
[Gemstone VUL Logo]                                   AIG Life Insurance Company
                                                             Variable Account II
                                                                 One Alico Plaza
                                                                 600 King Street
                                                      Wilmington, Delaware 19801
                                                                  1-800-340-2765


     Flexible Premium Variable Universal Life Group and Individual Policies


AIG Life  Insurance  Company  ("we," "our" or "us"),  is offering life insurance
coverage under the Gemstone VUL policy (the "Policy").  The Policy is a flexible
premium  variable  universal  life policy  that  allows  "you," the owner of the
Policy, 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 premiums payments. You may
                      make more premium  payments than  scheduled or stop making
                      premium payments.

                 o    Allocate  premium payments and your Policy's Account Value
                      among the variable  investment  options and the guaranteed
                      investment option.

                 o    Receive  payments  from your  Policy  while the Insured is
                      alive  through  loans,  partial  withdrawals  or  a  total
                      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 the Policy or determined  that this document 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 30 Subaccounts.  Each Subaccount invests in
shares of one portfolio of the Alliance  Variable  Products Series Fund,  Anchor
Series  Trust,  Dreyfus  Stock Index Fund,  Dreyfus  Variable  Investment  Fund,
Fidelity Variable Insurance Products Fund,  Fidelity Variable Insurance Products
Fund II, Goldman Sachs  Variable  Insurance  Trust,  Neuberger  Berman  Advisers
Management Trust, SunAmerica Series Trust, or Templeton Variable Products Series
Fund.  Each portfolio is named below.  The  prospectuses  for each Trust contain
information about each portfolio. You should read these prospectuses carefully.


Alliance Variable Products Series Fund

     Managed by Alliance Capital Management L.P.
              o  Growth Portfolio
              o  Growth and Income Portfolio
              o  High-Yield Portfolio
              o  International Portfolio
              o  Premier Growth Portfolio
              o  Real Estate Portfolio
              o  Technology Portfolio
              o  Total Return Portfolio
              o  Utility Income Portfolio

Anchor Series Trust

     Managed by Wellington Management Company, LLP
              o  Capital Appreciation Portfolio
              o  Government & Quality Bond Portfolio

Dreyfus Stock Index Fund

       Managed by The Dreyfus Corporation and  Mellon Equity Associates
              o  Stock Index Fund


Dreyfus Variable Investment Fund

     Managed by The Dreyfus Corporation
              o  Small Company Stock  Portfolio

Fidelity Variable Insurance Products Fund

        Managed by Fidelity Management & Research Company
              o  VIP Growth Portfolio: Initial Class
              o  VIP High Income  Portfolio: Initial Class
              o  VIP Money Market Portfolio: Initial Class



<PAGE>

Fidelity Variable Insurance Products Fund II

     Managed by Fidelity Management & Research Company
              o  VIP II Asset Manager Portfolio: Initial Class
              o  VIP II Contrafund(R) Portfolio: Initial Class
              o  VIP II Investment Grade Bond Portfolio: Initial Class

Goldman Sachs Variable Insurance Trust

     Managed by Goldman Sachs Asset  Management/Goldman  Sachs Asset  Management
     International
              o  Capital Growth Fund
              o  Global Income Fund
              o  Mid-Cap Value Fund

Neuberger Berman Advisers Management Trust

     Managed by Neuberger Berman Management Inc.
              o  AMT Partners Portfolio
              o  AMT Limited Maturity Bond Portfolio

 SunAmerica Series Trust

     Managed by Davis Selected Advisers, L.P.
              o  Venture Value Portfolio

     Managed by SunAmerica Asset Management Corp.
              o  "Dogs" of Wall Street Portfolio
              o  SunAmerica Balanced Portfolio

Templeton Variable Products Series Fund

     Managed by Templeton Asset Management Ltd.
              o  Templeton Developing Markets Fund - Class 1
     Managed by Templeton Investment Counsel, Inc.
              o  Templeton Asset Allocation Fund - Class 1
              o  Templeton International Fund - Class 1

Guaranteed Investment Option

You may allocate your Account Value to the  Guaranteed  Account.  The Guaranteed
Account is part of our  general  account.  We will credit  interest  equal to at
least an effective rate of 4% per year,  compounded  annually on that portion of
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 Account  Value  allocated  to the  Separate
Account.

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


                                Table of Contents

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


Special Terms used in this Document............................................I

Summary of the Policy..........................................................1
     Overview..................................................................1
     Applying for a Policy.....................................................1
     Premium Payments..........................................................2
     Account Value.............................................................3
     Death Benefit.............................................................3
     Cash Benefits During the Life of the Insured..............................4
     Expenses of the Policy....................................................5
     Federal Tax Considerations................................................9

Purchasing a Gemstone VUL Policy..............................................10
     Applying for a Policy....................................................10
     Your Right to Cancel the Policy..........................................11
     Premiums.................................................................11
         Restrictions on Premiums.............................................11
         Minimum Initial Premium..............................................12
         Planned Periodic Premiums............................................12
         Additional Premiums..................................................12
         Effect of Premium Payments...........................................12
         No Lapse Provision...................................................13
         Grace Period.........................................................13
         Premium Allocations..................................................14
         Crediting Premiums...................................................15

The Investment Options........................................................16
     Variable Investment Options..............................................16
     Guaranteed Investment Option.............................................20

Investing Your Account Value..................................................22
     Determining the Account Value............................................22
     Transfers................................................................25
     Dollar Cost Averaging (DCA)..............................................26
     Automatic Rebalancing....................................................28

Death Benefits................................................................29
     Life Insurance Proceeds..................................................29
     Death Benefit Options....................................................30
     Changes in Death Benefit Options.........................................31
     Changes in Face Amount...................................................32
     Changes in Owner or Beneficiary..........................................34

Cash Benefits During the Insured's Life ......................................35
     Policy Loans.............................................................35
     Partial Withdrawals......................................................37
     Systematic Withdrawal Program............................................39


<PAGE>



     Surrendering the Policy for Net Cash Surrender Value.....................40

Payment Options for Benefits..................................................41

Expenses of the Policy........................................................42
     Deductions From Premiums.................................................42
     Monthly Deductions From Account Value....................................42
     Deduction From Subaccount Assets.........................................46
     Deductions Upon Policy Transactions .....................................46

Supplemental  Benefits and Riders.............................................51

Other Policy Provisions.......................................................52

Performance Information.......................................................57

Federal Income Tax Considerations.............................................60

Distribution of the Policy....................................................67

About Us and the Accounts.....................................................68
     The Company..............................................................68
     The Separate Account.....................................................69
     The Guaranteed Account...................................................71

Our Directors and Executive Officers..........................................73

Other Information.............................................................75
     State Regulation.........................................................75
     Legal Proceedings........................................................75
     Experts..................................................................75
     Legal Matters............................................................76
     Published Ratings........................................................76

Financial Statements..........................................................77

Appendix A...................................................................A-1

Appendix B...................................................................B-1



<PAGE>



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


                       Special Terms used in this Document

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


     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 of
the Company.

We use Account Value to determine your Policy benefits. How we determine Account
Value is described on page __.

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

If you have a request, please write to us at this address.

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

Age. The Insured's age as of his or her nearest birthday on the Policy Date.

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

Beneficiary.  The person(s) who is (are) entitled to the Life Insurance Proceeds
under the Policy.

How we determine the Cash Surrender Value is shown on page ____.

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

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

Company, we, our, us.  AIG Life Insurance Company.

Death  Benefit.  The amount of life  insurance  coverage which is based upon the
death benefit option you select and the Face Amount.



                                        i

<PAGE>



You will specify the initial Face Amount in your Policy application.  The Policy
will also show the initial Face Amount.

Face  Amount.  The amount of  insurance  specified by the Owner and the base for
calculating the Death Benefit.


Grace Period. The period of time during which this Policy will continue in force
even  though  your Net Cash  Surrender  Value is  insufficient.  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.

We measure contestability periods from the Issue Date.

Issue  Date.  The date the Policy is actually  issued.  It may be later than the
Policy Date.

Life Insurance Proceeds. The amount payable to a Beneficiary if the Insured dies
while life insurance coverage under the Policy is in force.

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

We use this value to determine if your Policy is in force.

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

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

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

                                       ii

<PAGE>



You may be an Owner even if you are not the Insured.

Owner,  you,  your.  The  person  who  purchased  the  Policy  as  shown  in the
application, unless later changed.

Policy.  The flexible  premium  variable  universal life  insurance  coverage we
issue.  We may issue  coverage on the Insured  under an  individual  contract or
under a certificate issued under a group contract.  The term Policy includes the
individual  contract and the certificate  and group contract.

We use  the  Policy  Date as the  date  coverage  begins  and to  determine  all
anniversary dates.

Policy Date.  The date as of which we have  received the initial  premium and an
application  in good  order.  If a policy is issued life  insurance  coverage is
effective as of the Policy Date.

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

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

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


                                       iii

<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.


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.

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  withdrawals or a
surrender.  Unlike traditional life insurance, you may choose how to invest your
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  provide you with the  flexibility  to design an  insurance  product that
meets your specific needs.

Applying for a Policy

You may apply for a Policy to cover a person, the "Insured," who is younger than
Age 81.

Amount of life insurance benefits.

When you apply for a Policy,  you must select the Face  Amount.  The Face Amount
must be at least:

o    $25,000, for Insureds Age 17 and younger.

o    $50,000, for Insureds older than Age 17.


                                        1

<PAGE>

When your  coverage  will become  effective.  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 Policy application.

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


Premium Payments

Minimum initial premium.

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.

Planned periodic premium.

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 premium amount.
This  may be  monthly,  quarterly,  semiannually,  or  annually.  Pre-authorized
checking may be required for monthly payments.  Flexibility in premium 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.


                                        2

<PAGE>


Account Value

We will  measure your  benefits  under the Policy by your  Account  Value.  Your
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 withdrawals; and

o    the Policy charges and expenses we deduct.


Death Benefit

Death Benefit Selections.


When you apply for a Policy, you must select:

o    The Face Amount.

o    The death  benefit  option,  which will be the manner in which we calculate
     the death benefit for your Policy.

o    The tax qualification  option,  which will determine the manner in which we
     test  your  Policy  under  the  Code for  meeting  the  definition  of life
     insurance.

Death Benefit Options.

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

Level Death Benefit Option.

o    Level Death Benefit Option (Option I)

     The basic Death Benefit will be the greater of:

     (1)  The Face Amount; or

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

Variable Death Benefit Option.

o     Variable Death Benefit Option (Option II)

     The basic  Death  Benefit  will be the greater of:

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

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

                                        3

<PAGE>

The minimum  death benefit  factors we use are based upon the tax  qualification
option you select and the Attained Age, sex and rate class of the Insured.

Tax Qualification Options.

You may select from two tax qualification options.  They are:

o    Guideline  Premium/Cash  Value  Corridor  Test.  The minimum  death benefit
     factors are based upon the Code.

o    Cash Value  Accumulation  Test. The minimum death benefit factors are based
     upon the 1980  Commissioners  Standard  Ordinary  Mortality Tables and a 4%
     effective annual interest rate.

Changes You May Make.

Within  limits,  after the first  Policy  anniversary,  you may change the death
benefit  option and may make changes to the Face Amount.  You may not change the
tax qualification option.

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 withdrawals or a 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  Withdrawal  -- You may  withdraw  part of your Net Cash  Surrender
     Value after the first Policy year. We may deduct an administrative  charge.
     If you make a partial withdrawal during the surrender charge period, we may
     deduct a surrender charge. A partial withdrawal may result in a decrease in
     the Face Amount of your Policy, depending upon your death benefit option.

o    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.


                                        4

<PAGE>
Expenses of the Policy

Expenses reduce your
returns under the Policy.

Deductions from Premiums

For state premium taxes, DAC taxes and other sales expenses, we currently charge
5% of each  premium  payment  for Policy  years 1- 10 which will reduce to 3% in
Policy  years 11+.  The  maximum we will  charge is 8%.

Account Value Charges (deducted monthly)

Cost of Insurance Charge(1)

         Current                            Guaranteed
Ranges from 0.01609 per             Ranges from 0.05667 per
$1,000 of net amount at risk        $1,000 of net amount risk
to 71.15029 per $1,000 of net       to 83.33333 per $1,000 of net
amount at risk(2)                   amount at risk(2)

Monthly Administrative Charge

                              Current             Guaranteed

         Policy Years 1-5     $15.00                   $15.00
         Policy Years 6+      $ 7.50                   $15.00


Acquisition Charge

During the first 5 Policy  years or the first 5 Policy years after a Face Amount
increase  there will be a charge  for each  $1,000 in Face  Amount  based on the
Insured's Age, sex and rate class.

Separate Account Charges

(deducted daily and shown as an annualized percentage of average net assets)

     Mortality and Expense
     Risk Charge
                                   Current         Guaranteed

               Policy Years 1-10    0.75%               0.90%
               Policy Years 11+     0.25%               0.90%


Transaction Charges

Transfer Charge

$25 for each transfer in excess of 12 each Policy year.

                                        5

<PAGE>


Surrender Charge

During the first 10 Policy years and for 10 Policy years following a Face Amount
increase  there will be a surrender  charge  based on the initial Face Amount or
the increase in Face Amount. (3)

Surrender Charge on Partial Withdrawal

The  surrender  charge  on a  partial  withdrawal  is  equal  to the  applicable
surrender  charge  multiplied  by a  fraction  (equal to the  amount of  partial
withdrawal  plus any  administrative  charge,  if  applicable,  for the  partial
withdrawal,  divided by the Net Cash Surrender  Value  immediately  prior to the
partial withdrawal).

Surrender  Charge on Decrease in Face Amount

The  surrender  charge on a decrease in Face  Amount is equal to the  applicable
surrender charge  multiplied by a fraction (equal to the decrease in Face Amount
divided  by the  Face  Amount  of the  Policy  prior to the  decrease).

Partial Withdrawal Administrative Charge

Currently,  four partial  withdrawals  are allowed per year. We may charge a $25
administrative  charge per partial withdrawal.  In certain states the charge may
be the  lesser of $25 or 2% of the amount  withdrawn.

(1)  The current cost of insurance  charge will never exceed the guaranteed cost
     of insurance  charge shown in the policy.  If the Death Benefit is equal to
     the Face Amount or the Face Amount plus  Account  Value,  the net amount at
     risk is the difference  between the Death Benefit  divided by 1.0032737 and
     the  current  Account  Value.  Otherwise,  the  net  amount  at risk is the
     difference  between the Death Benefit and the Account Value. (See "Expenses
     of the Policy - Cost of Insurance Charge.")

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

(3)  A policy's  surrender  charge is based on the Age, sex and smoker status of
     the  Insured  and the  Face  Amount.  For a 45 year  old  non-smoking  male
     purchasing  a Policy  with a $500,000  Face  Amount the  initial  surrender
     charge would be $11,560.00. For a 65 year old non-smoking male purchasing a
     Policy with a $200,000 Face Amount,  the initial  surrender charge would be
     $6,868.00.  The lowest and highest  surrender  charge are $11.02 and $34.34
     per $1,000 of the Face Amount, respectively.  (See Appendix A for the Table
     of Initial Surrender Charges.)


                                        6

<PAGE>

Expenses of the variable investment options also reduce your returns.

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 annual
portfolio expenses of the variable investment options are set forth below.

             PORTFOLIO EXPENSES BEFORE WAIVERS AND/OR REIMBURSEMENTS
                               As of June 30, 1999

     The purpose of this table is to assist the you 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 period ended June 30, 1999,  except as
indicated below. Expenses of the portfolios are not fixed or specified under the
terms of the Policy. Actual expenses may vary.
<TABLE>


                                                                                                   Total
                                                          Management              Other          Operating
                                                             Fees              Expenses(1)       Expenses
<S>                                                          <C>                <C>                <C>
Alliance Variable Products Series Fund
Alliance Capital Management, L.P.
Growth Portfolio                                             .75%               .12%               .87%
Growth and Income Portfolio                                  .63%               .10%               .73%
High-Yield Portfolio(2)                                      .75%              1.05%              1.80%
International Portfolio(2)                                  1.00%               .37%              1.37%
Premier Growth Portfolio(2)                                 1.00%               .09%              1.09%
Real Estate Portfolio(2)                                     .90%               .87%              1.77%
Technology Portfolio(2)                                     1.00%               .20%              1.20%
Total Return Portfolio(2)                                    .63%               .32%               .95%
Utility Income Portfolio(2)                                  .75%               .60%              1.35%

Anchor Series Trust
Wellington Management Company, LLP
Capital Appreciation Portfolio                               .63%               .04%               .67%
Government & Quality Bond Portfolio                          .60%               .05%               .65%

Dreyfus Stock Index Fund

The Dreyfus Corporation and Mellon Equity Associates
Stock Index Fund                                             .25%               .01%               .26%

Dreyfus Variable Investment Fund
The Dreyfus Corporation
Small Company Stock Portfolio                                .75%               .19%               .94%


</TABLE>


                                        7

<PAGE>

<TABLE>
<S>                                                          <C>                <C>                <C>
Fidelity Variable Insurance Products Fund
Fidelity Management & Research Company
VIP Growth Portfolio: Initial Class(3)                       .59%               .08%               .67%
VIP High Income Portfolio: Initial Class                     .59%               .10%               .69%
VIP Money Market Portfolio: Initial Class                    .17%               .08%               .25%

Fidelity Variable Insurance Products Fund II
Fidelity Management & Research Company
VIP II Asset Manager Portfolio: Initial Class(4)             .54%               .10%               .64%
VIP II Contrafund(R)Portfolio: Initial Class(4)              .59%               .10%               .69%
VIP II Investment Grade Bond Portfolio:Initial Class         .43%               .11%               .54%

Goldman Sachs Variable Insurance Trust
Goldman Sachs Asset Management/Goldman Sachs Asset Management International
Capital Growth Fund(5)                                       .75%              2.29%              3.04%
Global Income Fund(5)                                        .90%              2.33%              3.23%
Mid Cap Value Fund(5)                                        .80%              1.65%              2.45%

Neuberger Berman Advisers Management Trust
Neuberger Berman Management Inc.
AMT Partners Portfolio(6)                                    .78%               .06%               .84%
AMT Limited Maturity Bond Portfolio(6)                       .65%               .11%               .76%

SunAmerica Series Trust
Davis Selected Advisers, L.P.
Venture Value Portfolio                                      .71%               .03%               .74%

SunAmerica Asset Management Corp.
"Dogs" of Wall Street Portfolio                              .60%               .07%               .67%
SunAmerica Balanced Portfolio                                .64%               .04%               .68%

Templeton Variable Products Series Fund
Templeton Asset Management Ltd.
Templeton Developing Markets Fund - Class 1                 1.25%               .41%              1.66%
Templeton Investment Counsel, Inc..
Templeton Asset Allocation Fund - Class 1                    .60%               .18%               .78%
Templeton International Fund - Class 1                       .69%               .17%               .86%

</TABLE>

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


(1) Other expenses are based on the expenses  outlined in the  prospectuses  for
the Alliance Variable  Products Series Fund, Anchor Series Trust,  Dreyfus Stock
Index Fund,  Dreyfus  Variable  Investment  Fund,  Fidelity  Variable  Insurance
Products  Fund,  Fidelity  Variable  Insurance  Products Fund II,  Goldman Sachs
Variable Insurance Trust, Neuberger Berman Advisers Management Trust, SunAmerica
Series Trust, Templeton 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
June 30, 1999, were as follows:


                                        8

<PAGE>

<TABLE>

<S>                                                          <C>                <C>                <C>
High-Yield Portfolio                                         .50%               .45%               .95%
International Portfolio                                      .60%               .35%               .95%
Premier Growth Portfolio                                    1.00%               .06%              1.06%
Real Estate Portfolio                                        .46%               .49%               .95%
Technology Portfolio                                         .87%               .08%               .95%
Total Return Portfolio                                       .63%               .21%               .84%
Utility Income Portfolio                                     .60%               .35%               .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 June 30, 1999, were as follows:

VIP Growth Portfolio: Initial Class                          .59%               .07%               .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 June 30, 1999, were as follows:

VIP II Asset Manager Portfolio: Initial Class                .54%               .09%               .63%
VIP II Contrafund(R)Portfolio: Initial Class                 .59%               .07%               .66%

(5) The  expenses  disclosed  are  annualized.  The  Investment  Advisers to the
Goldman Sachs Variable  Insurance Trust Capital Income Fund,  Global Income Fund
and Mid Cap Value Fund have voluntarily agreed to reduce or limit certain "Other
Expenses" of such Funds (excluding management fees, taxes,  interest,  brokerage
fees,  litigation,  indemnification  and other  extraordinary  expenses)  to the
extent such expenses  exceed 0.15% per annum of each Fund's  respective  average
daily net assets. The annualized  expenses shown below for the period ended June
30,  1999  include  this   reimbursement.   The  reductions  or  limits  may  be
discontinued or modified by the investment  advisers in their  discretion at any
time.

Capital Growth Fund                                          .75%               .15%               .90%
Global Income Fund                                           .90%               .15%              1.05%
Mid-Cap Value Fund                                           .80%               .15%               .95%

(6)  Neuberger  Berman  Advisers  Management  Trust is divided  into  portfolios
("Portfolios"),  each of which  invests  all of its net  investable  assets in a
corresponding  series  ("Series")  of  Advisers  Management  Trust.  The figures
reported  under  "Investment  Management  and  Administrative  Fees" include the
aggregate of the  administration  fees paid by the Portfolio and the  management
fees paid by its corresponding Series. Similarly,  "Other Expenses" includes all
other expenses of the Portfolio and its corresponding Series.


</TABLE>



                                        9

<PAGE>
Federal Tax Considerations

You should consider the impact of the Code.

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 Life Insurance Proceeds will not be taxable income
to the Beneficiary.  You will not be taxed as your Account Value increases. Upon
a distribution from your Policy, however, you may be taxed on your Account Value
increases.
- --------------------------------------------------------------------------------


                        Purchasing a Gemstone VUL 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, tax qualification option and supplemental benefits and
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.

Our age requirement for the Insured.

You may  apply  for a Policy  to cover a person  who is  younger  than Age 81. A
newborn may be an Insured.

The minimum Face Amount.

The Face Amount must be at least:

o   $25,000, for Insureds Age 17 and younger.

o   $50,000, for Insureds older than Age 17.

We require a minimum initial premium.

We require that you pay a minimum initial premium before the policy is effective
and 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.

                                       10

<PAGE>

When your coverage will be effective.

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

Period to Examine and Cancel.

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 Policy application; or

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

This is your "Period to Examine and Cancel."

Your right to cancel  also  applies to the amount of any  requested  increase in
Face  Amount.  This  does not apply to any  increase  in Face  Amount  under the
Automatic Face Amount Increase Option.

How to cancel your policy.

You may cancel the Policy by returning it to our Administrative Office or to our
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 or the  Guaranteed  Account that you
selected in your application.


Premiums

The Policy allows you to select the timing and amount of premium payments within
limits. You should send premium payments to our Administrative  Office. All your
premium payments must comply with our requirements. Restrictions on Premiums. We
may not accept any premium payment:

o    If it is less than $25.

                                       11

<PAGE>


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 a 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.

Types of premium payments.

Minimum  Initial  Premium.  We will calculate the minimum initial  premium.  The
amount is based on a number of factors, including the Age, sex and 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.

We establish a minimum planned periodic premium.

Planned Periodic  Premiums.  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 may  request a change in the  amount  and  frequency  of planned
periodic premium by sending a written notice to our Administrative Office.

                                       12

<PAGE>


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 and our restrictions on premiums.

Depending on the Account Value at the time of an increase in the Face Amount and
the amount of the increase  requested,  an  additional  premium may be needed to
prevent your Policy from  terminating.

Paying premiums may not ensure that your Policy remains in force.

Effect of Premium  Payments.  In general,  unless the  no-lapse  provision is in
effect,  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 or the Guaranteed Account you selected; or

o    of any combination of the following -- you have Outstanding Loans, you have
     taken partial  withdrawals,  we have deducted Policy expenses,  or you have
     made  insufficient  premium  payments to offset the monthly  deduction.

No lapse premium guarantee.

No Lapse Provision.  In general,  during the no lapse period, which is currently
the first five Policy years,  if you pay a sufficient  amount of premiums,  your
Policy will not lapse even if your Net Cash Surrender  Value is  insufficient to
pay the  monthly  deductions  then due.  You will be  eligible  for the no lapse
premium guarantee if:

o    You have not  increased the Face Amount,  except under the  Automatic  Face
     Amount Increase Option.

o    You have not added any riders to your Policy since it was issued.

o    Your Policy has not been reinstated.

                                       13

<PAGE>


o    All your  premiums  paid to date,  reduced by any partial  withdrawals  and
     Outstanding Loans, are at least equal to the product of the minimum premium
     shown in your Policy Information Section multiplied by the number of months
     that have elapsed since the Policy Date.

If you have  requested  a  decrease  in the Face  Amount,  we may not be able to
accept any subsequent  premiums if these premiums would cause the Policy to fail
to qualify as a life insurance  contract  under the Code. In this event,  the no
lapse provision will end.

Your  Policy  will  not  terminate  immediately  after  your  Account  Value  is
insufficient.

Grace Period. Unless the no lapse provision is in effect, 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 to be
charged on 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.

How much you must pay to prevent your policy from terminating.

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 Life
Insurance  Proceeds  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.

                                       14

<PAGE>

Premium  Allocations.  In the  application,  you specify the  percentage  of Net
Premiums to be  allocated  to each  Subaccount  and to the  Guaranteed  Account.
However,  until the Period to Examine and Cancel expires,  we invest this amount
in the Money  Market  Subaccount.  The first  business  day  after  this  period
expires,  we will reallocate  your Account Value in the Money Market  Subaccount
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  or to the  Guaranteed  Account 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 Account
Value as of the  Policy  Date.  On the first  business  day after the  Period to
Examine  and  Cancel  expires,  we will  allocate  it in  accordance  with  your
allocation percentages. 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 may  allocate  this
amount to the Money Market Subaccount until we complete our underwriting.


                                       15

<PAGE>


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

                             The Investment Options

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


You may allocate your 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 Account Value into any of the
available  Subaccounts.  Each Subaccount invests in shares of a portfolio of the
Alliance Variable Products Series Fund, Anchor Series Trust, Dreyfus Stock Index
Fund,  Dreyfus Variable  Investment Fund,  Fidelity Variable  Insurance Products
Fund,  Fidelity  Variable  Insurance  Products Fund II,  Goldman Sachs  Variable
Insurance Trust,  Neuberger Berman Advisers Management Trust,  SunAmerica Series
Trust or Templeton  Variable  Products  Series Fund.  These  portfolios  operate
similarly  to a mutual  fund but are only  available  through  the  purchase  of
certain insurance contracts.

Alliance Capital  Management L.P.,  Davis Selected  Advisers,  L.P., The Dreyfus
Corporation, Mellon Equity Associates, Fidelity Management and Research Company,
Goldman Sachs Asset  Management,  Goldman Sachs Asset Management  International,
Neuberger Berman Management,  Inc., SunAmerica Asset Management Corp., Templeton
Asset  Management  Ltd.,  Templeton  Investment  Counsel,  Inc.  and  Wellington
Management  Company,  LLP are the  investment  advisers to the  portfolios.  The
portfolios  serve as the  underlying  investment  vehicles  for  other  variable
insurance  contracts  issued by us and other  affiliated/unaffiliated  insurance
companies.  We do not believe that offering  these  portfolios in this manner is
disadvantageous to you. The portfolios'  management  monitors the portfolios for
any conflicts between contract owners.



                                       16

<PAGE>
     Alliance Variable Products Series Fund

Portfolios Managed by Alliance Capital Management L.P.

The Growth Portfolio seeks long-term growth of capital by investing primarily in
common stocks and other equity securities.

The 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.

The 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.

The  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.

The 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.

The Real Estate  Portfolio  seeks a total  return on its assets  from  long-term
growth of capital and income primarily by investing in the equity  securities of
companies primarily engaged in, or related to, the real estate industry.

                                       17

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

The 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.

The 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.

     Anchor Series Trust

Portfolios Managed by Wellington Management Company, LLP

Wellington  Management  Company,  LLP serves as  subadviser to the Anchor Series
Trust  Portfolios.  Anchor Series Trust has additional  Portfolios which are not
available for allocations  under your Policy.  The investment  objectives of the
available portfolios are set forth below.

The Capital Appreciation  Portfolio seeks long-term capital  appreciation.  This
Portfolio  invests in growth equity  securities which are widely  diversified by
industry and company.

The Government and Quality Bond Portfolio seeks  relatively high current income,
liquidity  and security of  principal.  This  Portfolio  invests in  obligations
issued,  guaranteed  or  insured  by  the  U.S.  Government,   its  agencies  or
instrumentatilies and in investment grade corporate debt securities.

                                       18

<PAGE>
Portfolio Managed by The Dreyfus Corporation and Mellon Equity Associates

     Dreyfus Stock Index Fund

The 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.

Portfolio Managed by The Dreyfus Corporation

     Dreyfus Variable Investment Fund

The 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
equity  securities  of the  small  to  medium-sized  domestic  issuers  that are
considered by The Dreyfus Corporation to offer above-average growth potential.

     Fidelity Variable Insurance Products Fund

Portfolios Managed by Fidelity Management & Research Company

The VIP Growth  Portfolio:  Initial  Class seeks  capital  appreciation  through
investments primarily in common stock.

The VIP High  Income  Portfolio:  Initial  Class  seeks a high  level of 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  are  Fidelity  Management  &  Research  Far East  Inc.  and  Fidelity
Management & Research (U.K.) Inc.

The VIP Money Market Portfolio: Initial Class 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

                                       19

<PAGE>
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

The VIP II Asset Manager Portfolio:  Initial Class 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 are Fidelity  Management & Research Far East,  Inc. and Fidelity
Management & Research (U.K.) Inc.

The VIP II  Contrafund(R)  Portfolio:  Initial  Class seeks  long- term  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  are  Fidelity  Management  &  Research  Far East  Inc.  and  Fidelity
Management & Research (U.K.) Inc.

The VIP II Investment Grade Bond Portfolio:  Initial Class 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  sub-adviser for this
portfolio is Fidelity Investments Money Management, Inc.

     Goldman Sachs Variable Insurance Trust

Portfolios  Managed by Goldman  Sachs Asset  Management  ("GSAM")/Goldman  Sachs
Asset Management International ("GSAMI")

The Capital  Growth Fund seeks  long-term  growth of capital.  The Fund invests,
under  normal  circumstances,  at  least  90%  of its  total  assets  in  equity
securities. The Fund seeks to achieve its investment objective by investing in a
diversified portfolio of equity securities that are considered by the Investment
Advisor to have  long-term  capital  appreciation  potential.  Although the Fund
invests primarily in publicly traded U.S. securities, it may invest up to 10% of
it's total  assets in foreign  securities,  including  securities  of issuers in
emerging countries and securities quoted in foreign  currencies.  GSAM serves as
the Fund's adviser.
                                       20

<PAGE>
The Global Income Fund seeks high total return,  emphasizing current income, and
to a  lesser  extent,  providing  opportunities  for  capital  appreciation,  by
investing  primarily in a portfolio of high quality  fixed income  securities of
U.S.  and foreign  issuers and foreign  currencies.  GSAMI  serves as the fund's
advisor.

The Mid Cap Value Fund seeks  long-term  capital  appreciation  by  investing in
mid-capitalization   U.S.   stocks  that  are  believed  to  be  undervalued  or
undiscovered by the marketplace. GSAM serves as this fund's advisor.

     Neuberger Berman Advisers Management Trust

Portfolios Managed by Neuberger Berman Management Inc.

Each portfolio of Neuberger Berman Advisers  Management Trust invests its assets
in a  corresponding  series of the  Neuberger  Berman  Advisers  Managers  Trust
("Managers  Trust"),  which is also an open-end  management  investment  company
registered  under the 1940 Act and is  organized as a New York common law trust.
The investment performance of the Advisers Management Trust Partners and Limited
Maturity  Bond   Portfolios   will  directly   correspond  with  the  investment
performance of the corresponding  series of Managers Trust. This  "Master/Feeder
Fund" structure is different from that of many other investment  companies which
directly acquire and manage their own portfolios of securities.

The investments for the Portfolios are managed by the same portfolio  manager(s)
who manage one or more other mutual funds that have  similar  names,  investment
objectives and investment  styles as the Portfolio that are offered  directly to
the  public by means of  separate  prospectuses.  You  should be aware  that the
portfolio  is likely to differ from the other  mutual  funds in size,  cash flow
pattern  and  tax  matters  and  may  differ  in  risk/return   characteristics.
Accordingly,  the holdings and the  performance of the Portfolio can be expected
to vary from those of the other mutual funds.

Neuberger  Berman  Management,  Inc.  serves as the  investment  manager of each
series of Managers Trust and as  distributor of the shares of and  administrator
of each portfolio of Neuberger  Berman Advisers  Trust.  Neuberger  Berman,  LLC
serves as the sub-adviser for each series of Managers Trust.


                                       21

<PAGE>
The AMT  Partners  Portfolio  seeks to achieve  growth of  capital by  investing
mainly in stocks of mid- to large  capitalization  companies.  The managers look
for well-managed companies whose stock prices are undervalued.

The AMT Limited  Maturity Bond  Portfolio  seeks the highest  available  current
income  consistent  with liquidity and low risk to principal;  total return is a
secondary  goal.  The  managers  look for  securities  that  appear  underpriced
compared to securities of similar  structure and credit  quality and  securities
that appear likely to have their credit ratings raised.

     SunAmerica Series Trust

Various  subadvisers  provide  investment advice for the SunAmerica Series Trust
portfolios.  SunAmerica  Series Trust has  additional  Portfolios  which are not
available  for  allocations  under your Policy.  The available  portfolios,  the
investment objectives of each and the subadvisers are:

                                       22

<PAGE>

Portfolio Managed by Davis Selected Advisers, L.P.

The Venture Value  Portfolio  seeks growth of capital by investing  primarily in
common stocks of companies with market capitalizations of at least $5 billion.

Portfolios Managed by SunAmerica Asset Management Corp.

The "Dogs" of Wall  Street  Portfolio  seeks  total  return  (including  capital
appreciation  and current  income)  primarily  through the annual  selection  of
thirty  high  dividend  yielding  common  stocks  from the Dow Jones  Industrial
Average and the broader market.

The SunAmerica Balanced Portfolio seeks to conserve principal by maintaining, at
all times, a balanced  portfolio of stocks and bonds, with at least 25% invested
in fixed income securities.

     Templeton Variable Products Series Fund

Templeton  Asset  Management  Ltd.  serves  as  the  investment  manager  to the
Templeton Developing Markets Fund and Templeton Investment Counsel,  Inc. serves
as the  investment  manager to the  Templeton  International  Fund and Templeton
Asset Allocation Fund. Only Class 1 shares of Templeton Developing Markets Fund,
Templeton  International  Fund and Templeton Asset Allocation Fund are available
under the Policy.

Portfolios Managed by Templeton Asset Management Ltd

The  Templeton  Developing  Markets  Fund -  Class  1  seeks  long-term  capital
appreciation. The fund invests primarily in emerging market equity securities.

Portfolios Managed by Templeton Investment Counsel, Inc.

The Templeton Asset Allocation Fund - Class 1 seeks high total return.  The fund
invests in equity  securities  of companies in any nation,  debt  securities  of
companies and governments of any nation including emerging markets, and in money
market instruments.

The Templeton  International  Fund - Class 1 seeks long-term capital growth. The
fund invests primarily in the equity securities of companies located outside the
U.S., including emerging markets.


                                       23

<PAGE>

Guaranteed Investment Option

Under  the  Policy,  you  may  currently  allocate  your  Account  Value  to the
Guaranteed Account. In addition, if you request a loan, we will allocate part of
your 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 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 an effective  rate of 4% per year
compounded  annually.  The Loan Account portion of your Account Value may earn a
different  interest rate than the remaining portion of your Account Value in the
Guaranteed Account.

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

We treat amounts  transferred from the Loan Account to the remaining  portion of
the Guaranteed Account Value as a new allocation to the Guaranteed  Account.  We
will  credit  this  transfer  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 or partial  withdrawal or 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 an effective rate of 4% per year,
compounded annually, until we make payment.


                                       24

<PAGE>

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

                          Investing Your Account Value

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

The Policy allows you to choose how to invest your Account  Value.  Your 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 Account Value.  If your
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 lapse and a Grace Period will begin.

Determining the Account Value

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

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

o    Your Account Value held in the Subaccounts; and

o    Your Account Value held in the Guaranteed Account.

Your Account Value will reflect:

o    the premiums you pay;

                                       25

<PAGE>

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 withdrawals; and

o    the Policy charges and expenses we deduct.

Account  Value  in  the  Subaccounts.  We  measure  your  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 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 Policy  loan is taken from the  Subaccount,  an amount is
   transferred  from the  Subaccount,  or a partial  withdrawal,  including  the
   partial withdrawal charges, 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.

                                       26

<PAGE>

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  Account Value. On any Valuation Date, the Guaranteed Account portion
of your Policy's 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  withdrawals,  including  the partial  withdrawal
     charges, taken from the Guaranteed Account, and less

o    the allocated portion of the monthly deductions,  if any, deducted from the
     Guaranteed Account, plus

o    the amount of the Loan Account.  If you take a Policy 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, charged and credited on the Loan
     Account.

Cash  Surrender  Value.  The Cash  Surrender  Value on a  Valuation  Date is the
Account  Value  reduced by any  surrender  charge  that would be assessed if the
Policy were surrendered on that date.



                                       27

<PAGE>

The amount you would receive on a Surrender of your Policy.

Net Cash Surrender  Value.  The Net Cash Surrender  Value on a Valuation Date is
equal to:

o   the Cash Surrender Value, less

o   any Outstanding Loan on that date.

Transfers

You may  transfer  Account  Value  among  the  Subaccounts  and to and  from the
Guaranteed  Account  after the  Period  to  Examine  and  Cancel.  All  transfer
requests,  except  for those made under the  Dollar  Cost  Averaging,  Automatic
Rebalancing and Systematic Withdrawal programs, 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 -- You must make a written  request unless you have
   established prior authorization to make telephone transfers or by other means
   we make available;

o  Transfers  from the  Guaranteed  Account -- The maximum you may transfer in a
   Policy year is equal to 25% of your  Guaranteed  Account value that is not in
   the Loan Account on the most recent Policy  anniversary  reduced by all prior
   partial  withdrawals and transfers  taken from the Guaranteed  Account during
   that Policy year.

Date We Process Your Transfer Request.  We must receive your transfer request at
our Administrative Office. We process transfers on the same date we receive your
transfer  request subject to the NYSE being open for trading.  The transfer will
be made at the price next computed  after we receive your transfer  request.  We
may,  however,  defer  transfers under the same conditions as described in "When
Proceeds Are Paid," page ___.

                                       28

<PAGE>

Number of Allowable Transfers/Transfer Fee. We do not currently limit the number
of transfers you may make. We will currently assess a $25 transfer fee, 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.  Transfers in connection
with the Dollar Cost Averaging and Automatic Rebalancing features will not count
against the 12 free transfers in a Policy year. We reserve the right to increase
the number of "free" transfers allowed in any Policy year.

Telephone  Transfers.  If you have  completed  an  authorization  form  allowing
telephone  transfers,  you may request  transfers by  telephone.  We confirm all
telephone transfers in writing. You should review all confirmations to determine
if there have been any unauthorized transfers.

We will use reasonable  procedures to confirm that telephone  transfer  requests
are  genuine.  We  will  not be  liable  for any  loss  due to  unauthorized  or
fraudulent instructions.

We reserve the right to suspend telephone  transfer  privileges at any time, for
some or all Policies.

Dollar Cost Averaging (DCA)

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.

You may request Dollar Cost Averaging.  Under this program we will automatically
transfer  monthly a portion  of your  Account  Value.  Unless  you give us other
instructions,  we will allocate the transfer as you have  specified in your most
current  premium  allocation  instructions.  However,  not  less  than 5% may be
allocated to any Subaccount or to the Guaranteed Account. You may instruct us to
make the transfers from any Subaccount or the Guaranteed  Account so long as the
Account Value in that Account is initially at least  $2,000.  There is no charge
for this option.

                                       29

<PAGE>

Dollar Cost Averaging From the Guaranteed  Account with Six Month Bonus Rate. We
may make  available a six-month  bonus  interest rate if you use the dollar cost
averaging  feature from the Guaranteed  Account.  For the bonus interest rate to
apply, an initial premium payment of at least $2,000 made in connection with the
purchase of a Policy is eligible for dollar cost  averaging with a bonus rate of
interest. We will credit the Net Premiums to the 6-month DCA Guaranteed Account.
This dollar cost averaging option must be elected at the time of application and
only applies to the initial premium payment. We will transfer monthly, one-sixth
of your Account Value in the 6-month DCA Guaranteed Account over a period of six
months. The sixth transfer from the 6- month DCA Guaranteed Account will include
interest earnings for the six-month period.

During this period, we may credit an additional  interest rate over the interest
rate that we are crediting on allocations or transfers to the Guaranteed Account
made at that time.  Additional  amounts may not be  allocated to the 6-month DCA
Guaranteed Account.

If you terminate  the dollar cost  averaging  while your Account Value  includes
amounts in the 6-month DCA Guaranteed  Account,  we will transfer this amount to
the  Guaranteed  Account.  It will earn interest at the rate we are crediting on
allocations or transfers to the Guaranteed Account made at that time.

We reserve the right to establish  transfer limits,  to restrict the Subaccounts
from which transfers may be made, and to eliminate this feature all together.

When We will Process your Automatic DCA Transfers. We will begin to process your
automatic transfers:

o  If you requested the automatic DCA transfers when you applied for your Policy
   -- on the  first  monthly  anniversary  following  the end of the  Period  to
   Examine and Cancel.

o  If you elect the  option  after you  applied  for the Policy -- on the second
   monthly   anniversary   following   the  receipt  of  your   request  at  our
   Administrative Office.

                                       30

<PAGE>

We will stop processing automatic DCA transfers if:

o    The funds in the  transferring  Subaccount or the  Guaranteed  Account have
     been depleted;

o    We receive  your  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 a 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.

Automatic Rebalancing

We may offer an Automatic Rebalancing program to rebalance your Account Value to
match your allocation instructions.

This program is offered because the Account Value in the Guaranteed  Account and
the  Subaccounts  will  accumulate  at different  rates as a result of different
investment returns.  Automatic Rebalancing will restate the Account Value of the
Guaranteed   Account  and  the  Subaccounts  to  your  most  recent   allocation
instructions. You may elect the frequency (monthly, quarterly, semi-annually, or
annually) as measured from the Policy anniversary. On each date elected, we will
rebalance the Account Value by  generating  transfers to reallocate  the Account
Values according to your most recent allocation instructions.

Transfers  resulting from Automatic  Rebalancing will not be counted against the
total number of transfers allowed before a change is applied.

We reserve the right to suspend or modify Automatic  Rebalancing or to change an
administrative  fee for  excessive  election or  allocation  changes.  Automatic
Rebalancing is not available if the grace period has commenced.


                                       31

<PAGE>

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

                                 Death Benefits

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

Life Insurance Proceeds

During  the  Policy  term,  we  will  pay the  Life  Insurance  Proceeds  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   return of the Policy.

The Beneficiary may receive the Life Insurance Proceeds in one lump sum or under
any other payment option available.

Payment of Life  Insurance  Proceeds.  We will pay the Life  Insurance  Proceeds
generally within seven days after we receive the information we require. We will
pay the Life  Insurance  Proceeds  to the  Beneficiary  in one  lump sum or,  if
elected,  under an  available  payment  option.  Payment  of the Life  Insurance
Proceeds may also be affected by other provisions of the Policy.

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

Amount of Life Insurance Proceeds. We will determine the Life Insurance Proceeds
as of the date of the Insured's death.  The Life Insurance  Proceeds will depend
on the tax qualification option that you selected and 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, minus

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

                                       32

<PAGE>

Death Benefit Options

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

Level Death Benefit Option.

o    Level Death Benefit Option (Option I)

The basic Death Benefit will be the greater of:

     (1)  The Face Amount; or

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

This death benefit option should be considered if you want to minimize your cost
of insurance.

Variable Death Benefit Option.

o   Variable Death Benefit Option (Option II)

The basic Death Benefit will be the greater of:

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

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

This death benefit option should be considered if you want your Death Benefit to
vary with your Policy's Account Value.

Tax Qualification Options.

Section 7702 of the Code provides alternative testing procedures for meeting the
definition  of life  insurance.  Each Policy must qualify under one of these two
tests and you may  select the test we use for  ensuring  your  Policy  meets the
definition of life insurance.

For both tests under Section 7702,  there is a minimum Death Benefit required at
all times.  This is equal to the Account  Value  multiplied  by the  appropriate
minimum death benefit  factor.  These  factors  depend on the tax  qualification
option and will be based on the Attained Age and sex of the Insured.  A table of
the applicable factors is located in the Policy.

The two tax qualification options are:

                                       33

<PAGE>

Guideline Premium/Cash Value Corridor Test.

o    Guideline Premium/Cash Value Corridor Test.

Cash Value Accumulation Test.

o    Cash Value  Accumulation  Test.  This tax  qualification  option  should be
     considered if you want to maximize the premiums permitted for your Policy.

Once you have selected the tax qualification  option for your Policy, it may not
be changed.

Changes in Death Benefit Options

At any time after the first  Policy  anniversary  while your Policy is in force,
you may request a change in death benefit option. If you have selected the Level
Death Benefit Option,  you may change to the Variable Death Benefit Option.  You
may also  change  from the  Variable  Death  Benefit  Option to the Level  Death
Benefit  Option.

How to  request a change.

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 the Level Death  Benefit  Option to the  Variable
Death  Benefit  Option,  we will  decrease the Face Amount by an amount equal to
Your Account  Value on the date the change takes  effect.  However,  we will not
allow such a change if it would  reduce the Face Amount  below the minimum  Face
Amount.  This change will also cancel all future Face Amount increases under the
Automatic Face Amount Increase Option.

If you  request a change from the  Variable  Death  Benefit  Option to the Level
Death  Benefit  Option,  we will  increase the Face Amount by an amount equal to
your  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.

                                       34

<PAGE>

Once a change is 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.

Changes in Face Amount

When you apply for a Policy,  you may select the Automatic Face Amount  Increase
Option.  In  addition,  you may  request a change in the Face Amount at any time
after the first  Policy  anniversary  while the Policy is in force.  We will not
make a change in Face  Amount that causes your Policy to fail to qualify as life
insurance under the Code.

Automatic Face Amount Increase Option.  Under the Automatic Face Amount Increase
Option,  the Face Amount will be  automatically  increased on  specified  Policy
anniversaries, up to a maximum total for all increases that is twice the initial
Face Amount.  You may select the Automatic Face Amount  Increase  Option only if
you also select the Level Death Benefit Option. When you select this option, you
must specify:

o  the Policy  anniversaries  on which the Face Amount increase will begin.  The
   increase must begin no later than the tenth Policy anniversary.

o  the amount of  increase,  which may be no less than 1% and no more than 6% of
   the initial Face Amount.

You may elect to cancel the automatic increase. If you do so, we will cancel all
future  increases.  We  require  written  notice of at least 30 days  before the
effective  date of an increase.  In  addition,  any request to decrease the Face
Amount or change  from the Level  Death  Benefit  Option to the  Variable  Death
Benefit Option, will cancel all future automatic increases.

                                       35

<PAGE>

Requested Increases in Face Amount. Any request for an increase:

o    Must be made after the first Policy anniversary.

o    Must be for at least $10,000.

o    May not be requested more than once each Policy year.

o    May not be requested after the Insured's Attained Age 85.

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 the Policy to reflect the increase.  The requested increase in Face Amount
will become  effective on the monthly  anniversary on or next following the date
the increase is approved,  and the Account  Value will be adjusted to the extent
necessary  to  reflect  a  monthly  deduction  as of the  effective  date of 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    We do not allow a  decrease  in the first  Policy  year.  During the second
     through the fifth Policy  years,  you may decrease the Face Amount by up to
     25% of the  initial  Face Amount each Policy  Year.  The  decreases  may be
     cumulative.  If the Face  Amount is  decreased  during  the first 10 Policy
     years or within 10 Policy years of an increase in Face Amount,  a surrender
     charge will be applicable.

                                       36

<PAGE>

Consequences of a Change in Face Amount.  Both requested increases and decreases
in Face  Amount  may impact the  surrender  charge.  In  addition,  a  requested
increase  or  decrease  in Face  Amount may impact the status of the Policy as a
modified endowment contract.  An increase in Face Amount, other than as a result
of a scheduled automatic increase, and a decrease in Face Amount, will cause the
termination of the Policy's  no-lapse  provision.  A decrease in the Face Amount
will also cancel the Automatic Face Amount Increase Option.

Changes in Owner or Beneficiary

While  the  Insured  is  living,  you may  request  a  change  in the  Owner  or
Beneficiary.  The change will take  effect on the date you sign the notice,  but
will not apply to any payment we make or other  action we take before we receive
the notice.


                                       37

<PAGE>

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

                     Cash Benefits During the Insured's Life

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

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

Policy Loans

You may  request a loan  against  your Policy at any time while the Policy has a
Net Cash Surrender  Value. We limit the minimum and maximum amount of a loan you
may take as follows:

o   Maximum Loan Amount

During  the  first  Policy  year,  you may  take a loan  so  long  as the  total
Outstanding  Loan after  taking into account the loan does not exceed 50% of the
Cash Surrender Value.

After the first Policy Year, the maximum loan amount you may take is:

*    Your Net Cash Surrender Value, less

*    Loan  interest  to the next Policy  anniversary  on the loan amount you are
     currently requesting , less

*    The  amount  we  calculate  for the  monthly  deductions  for each  monthly
     anniversary up to the next Policy anniversary.

o   Minimum Loan Amount -- $500.

How to request a loan.

You must  submit a  written  request  for a loan to the  Administrative  Office.
Policy  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.

                                       38

<PAGE>

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 . Currently, after the
tenth Policy anniversary,  the net cost is 0.25%. Interest is due and payable at
the end of each Policy year while a Policy loan is  outstanding.  If interest is
not paid when due,  the amount of the  interest is added to the loan and becomes
part of the Outstanding Loan.

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 Subaccount
and Guaranteed  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 premium allocation percentages in effect at the time of repayment.

Effect of  Policy  Loan.  A Policy  loan,  whether  or not  repaid,  will have a
permanent  effect on the Life  Insurance  Proceeds and Account Value because the
investment results of the Subaccounts and current interest rates credited in the
Guaranteed  Account  will apply only to the  non-loaned  portion of the  Account
Value. The longer the loan is outstanding,  the greater this effect is likely to
be. Depending on the investment  results of the Subaccounts or credited interest
rates for the  Guaranteed  Account  while the Policy  loan is  outstanding,  the
effect could be favorable or unfavorable.

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

If  the  Life  Insurance   Proceeds  become  payable  while  a  Policy  loan  is
outstanding,  the  Outstanding  Loan will be  deducted in  calculating  the Life
Insurance Proceeds.

                                       39

<PAGE>

If the  Outstanding  Loan  exceeds the Net Cash  Surrender  Value on any monthly
anniversary,  the Policy  will  lapse.  We will send you,  and any  assignee  of
record,  notice of the lapse.  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  Policy  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.
You must indicate that the amount paid is for a loan repayment.

Partial Withdrawals

Requirements for Partial Withdrawals.

You may  request  a  partial  withdrawal  at any time  after  the  first  Policy
anniversary.  Currently, we limit the number of partial withdrawals to four each
Policy year unless made under the systematic  withdrawal  program.  We may limit
the minimum and maximum amount of withdrawals.

o    Maximum Partial Withdrawal Amount -- Your Policy's Net Cash Surrender Value
     except that the  withdrawal may not cause the Policy Face Amount to be less
     than the required minimum Face Amount.

o    Minimum  Partial  Withdrawal  Amount  -- $250.  This  limit is  waived  for
     withdrawals under the systematic withdrawal program.

                                       40

<PAGE>

o    Maximum Partial Withdrawal from the Guaranteed Account -- during any Policy
     year you may only  withdraw  from the  Guaranteed  Account  25% of your net
     Guaranteed Account value that is not in the Loan Account on the most recent
     Policy anniversary  reduced by all prior partial  withdrawals and transfers
     from the Guaranteed Account during that Policy year.

o    The Maximum  Partial  Withdrawal  from the Guaranteed  Account if you are a
     participant in the systematic withdrawal program -- under this circumstance
     during any Policy year you may only withdraw the greater of:

     *    25% of your  net  Guaranteed  Account  value  that is not in the  Loan
          Account on the most  recent  Policy  anniversary  reduced by all prior
          partial  withdrawals and transfers from the Guaranteed  Account during
          that Policy year; or

     *    The maximum amount you may have withdrawn from the Guaranteed  Account
          in any of the prior Policy years.

How to request a partial withdrawal.

You must submit a written request to our  Administrative  Office. We will reduce
your Account Value by the partial withdrawal amount plus any applicable charges.
When you request a partial  withdrawal,  you may direct us to take the requested
amount from any Subaccount or from the Guaranteed  Account. If you do not direct
us of if the Guaranteed  Account or Subaccount value is insufficient to withdraw
the amount requested,  we will withdraw all or the difference from the remaining
Accounts on a pro rata basis.

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

Expenses  for Partial  Withdrawal.  During the first ten Policy years or for the
ten Policy years following a requested  increase in Face Amount,  we will deduct
the applicable  surrender  charge on a partial  withdrawal.  This charge will be
deducted  from  your  Account  Value  along  with  the  amount  requested  to be
surrendered and will be considered part of the partial withdrawal (together, the
"partial withdrawal amount").  Currently,  we do not assess a processing fee for
partial  withdrawals.  However,  we reserve the right to assess a $25 processing
charge for each withdrawal.

                                       41

<PAGE>

Effect of Partial Withdrawal on your Face Amount. The Face Amount of your Policy
will also be reduced by the partial  withdrawal amount if you selected the Level
Death Benefit Option.

We will reduce the Face Amount by the amount of the  partial  withdrawal  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  withdrawal  may be made that would  reduce the Face Amount below the
minimum Face Amount.

Partial withdrawals from your Policy may have tax consequences.

Systematic Withdrawal Program

You may request the  systematic  withdrawal  program at any time after the first
Policy anniversary. You may access your Account Value by electing the systematic
withdrawal program. This program allows you to automatically receive payments on
a monthly, quarterly, semi-annual or annual basis.

You have the  option to switch to  borrowing  from  your  Account  Value  once a
specified  amount of withdrawals has been reached.  You may also elect to borrow
the  interest  due on your  outstanding  loan  balance in order to  continue  to
receive a steady  stream of  income.  Loans  taken  under this  program  are not
subject to the minimum loan amount.

Some withdrawals may be taxable.

                                       42

<PAGE>

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 the
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 and no life insurance  proceeds will be payable.  It cannot later be
reinstated.


                                       43

<PAGE>

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

                          Payment Options for Benefits

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

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.


                                       44

<PAGE>

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

                             Expenses of the Policy

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

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

o    from premiums, 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  expenses on a current basis that is less than the guaranteed
amount.

Deductions From Premiums

We will deduct up to a maximum of 8% 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. Currently, the deduction is 5%
for the first ten Policy years and 3% thereafter.

Monthly Deductions From Account Value

On the Policy Date and each monthly anniversary thereafter,  we make a deduction
from the Account Value.  The amount deducted on the Issue Date is for the Policy
Date and any monthly  anniversaries that have elapsed since the Policy Date. For
this purpose, the Policy Date is treated as a monthly anniversary.

We will deduct on each monthly anniversary charges for:

o    The administration of your Policy.

                                       45

<PAGE>

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.

Subject to our approval,  you may request us to take the monthly deductions from
your  un-loaned  Account  Value  allocated  to  the  Money  Market   Subaccount,
Guaranteed  Account  or a  specified  Subaccounts.  Otherwise,  we will take the
monthly deductions from each Subaccount and the Guaranteed Account on a pro rata
basis.

Administrative  Charge.  This charge compensates us for administrative  expenses
associated  with the Policy and the Separate  Account.  These expenses relate to
premium billing and collection, record keeping, processing claims, Policy loans,
Policy  changes,  reporting  and overhead  costs,  processing  applications  and
establishing Policy records.  This charge will be no more than $15 per month for
all Policy years. Currently, after the fifth Policy year the charge is $7.50 per
month.

Acquisition  Charge. We will make a deduction from your Policy Account Value for
expenses  associated with the acquisition and  underwriting  costs to issue your
Policy. This charge will vary based on the Insured's Age, sex and rate class. We
deduct an amount per $1,000 of Face Amount as shown in Appendix A. The charge is
assessed  for the first five Policy  years and if you request an increase in the
Face Amount, for the first five years following that increased Face Amount.

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 on that monthly anniversary.

                                       46

<PAGE>

Net Amount at Risk.

If the Death  Benefit is equal to the Face  Amount,  or the Face Amount plus the
Account Value, then 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 Account Value.

If the Death Benefit is equal to the Account Value multiplied by the appropriate
minimum death benefit  factor,  then 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; and

(b)  is the current total Account Value

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

o    preferred nonsmoker;

o    standard plus nonsmoker;

o    standard nonsmoker;

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,  as well as  subsequent  automatic  increases  in Face Amount  under the
Automatic Face Amount Increase Option under the Policy. When an increase in Face
Amount is  requested,  we conduct  underwriting  before  approving  the increase
(except as noted below) to determine  whether a different  rate class will apply
to the increase. If the rate class for the increase has lower 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 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 and to automatic increases in the Face Amount.

                                       47

<PAGE>

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

In order to maintain  the Policy in  compliance  with  Section 7702 of the Code,
under certain circumstances an increase in Account Value will cause an automatic
increase  in the  Death  Benefit.  The  Attained  Age and  rate  class  for such
requested 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 then current Net Amount at Risk,  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  rate class are generally  lower than rates for an Insured of the same
age and sex in a smoker rate class. Cost of insurance rates (whether  guaranteed
or  current)  for an Insured in a nonsmoker  or smoker rate class are  generally
lower than rates for an Insured of the same age and sex and smoking  status in a
substandard rate class.

                                       48

<PAGE>

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 may also offer the Policy  based on unisex  mortality  tables if  required by
state law.  Employers and employee  organizations  considering the 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 the net assets
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.  Currently,  we charge an annual rate of 0.75% of the Subaccount assets
for the first 10 Policy years and 0.25% thereafter.  The guaranteed charge is at
an annual rate of 0.90%.  Although  the charge may be  increased or decreased in
our sole  discretion,  it is guaranteed not to exceed an annual rate of 0.90% of
your Account Value in the Subaccounts for the duration of a Policy.

The mortality  risk we assume is that the Insureds under a Policy may die sooner
than  anticipated,  and  therefore  we  will  pay an  aggregate  amount  of Life
Insurance Proceeds 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.

                                       49

<PAGE>

Deductions Upon Policy Transactions

Transfer  Charge.  We currently  impose a $25 transfer charge on any transfer of
Account Value among the Subaccounts and the Guaranteed  Account in excess of the
12 free transfers  permitted each Policy year. If the charge is imposed, we will
deduct it from the amount requested to be transferred  before  allocation to the
new  Subaccount(s)  or Guaranteed  Account and shown in the  confirmation of the
transaction.

Surrender  Charge.  If the Policy is  surrendered or there is a decrease in Face
Amount during the first 10 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 10 years after a requested  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.

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

(1)  is equal to the Face Amount divided by $1,000;

(2)  is equal to a surrender  charge  factor per $1,000  based on the  Insured's
     Age, sex and rate class; and

(3)  is equal to the factor  based  upon the  number of years  that has  elapsed
     since the Policy Date or requested increase in Face Amount, as described in
     the following table:

                                       50

<PAGE>

             Year                      Factor

               1......................   100%

               2......................    90%

               3......................    80%

               4......................    70%

               5......................    60%

               6......................    50%

               7......................    40%

               8......................    30%

               9......................    20%

              10......................    10%

             11+......................     0%



The  product  of (1) and (2) will be  capped  at a level not to exceed a maximum
surrender charge based on a rate per $1,000 of Face Amount. A table of surrender
charge factors per $1,000 of Face Amount is shown in Appendix A.

Surrender  Charge Based On An Increase Or Decrease In Face  Amount.  A requested
increase in Face Amount of the Policy  will  result in an  additional  surrender
charge during the 10 Policy years immediately  following the requested increase.
The additional  surrender  charge period will begin on the effective date of the
requested  increase.  If the Face Amount of the Policy is reduced before the end
of the 10th Policy year or within 10 years  immediately  following a Face Amount
increase, we may also deduct a pro rata share of any applicable surrender charge
from your  Account  Value.  Reductions  will first be applied  against  the most
recent  requested  increase in the Face Amount of the Policy.  They will then be
applied to prior requested increases in Face Amount of the Policy in the reverse
order in which such increases took place, and then to the initial Face Amount of
the Policy.

                                       51

<PAGE>

Surrender Charges Upon Partial Withdrawal. During the surrender charge period we
will deduct a surrender charge:

o    Upon a partial withdrawal; and

o    If you decrease your Policy Face Amount.

We deduct the surrender charge from the Subaccounts or the Guaranteed Account in
the same proportion as we deduct the amounts for your partial withdrawal.

Surrender  Charge Due to Partial  Withdrawal.  We deduct an amount  equal to the
applicable  surrender  charge  multiplied by a fraction  (equal to the amount of
partial  withdrawal  plus any  administrative  charge,  if  applicable,  for the
partial withdrawal, divided by the Net Cash Surrender Value immediately prior to
the partial withdrawal).

Surrender Charge Due to A Decrease in Face Amount.  We 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  Withdrawal  Administrative  Charge.  We reserve  the right to deduct an
administrative  charge  upon  a  partial  withdrawal  of up to $25  per  partial
withdrawal.  Currently,  we do not assess an  administrative  charge for partial
withdrawals.  In certain states the charge may be the lesser of $25 or 2% of the
amount withdrawn.

                                       52

<PAGE>


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  individuals  or to
groups  of  individuals  in a manner  that in our  opinion  results  in  expense
savings. For purchases made by officers, directors and employees of the Company,
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.


                                                        53

<PAGE>

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

                        Supplemental Benefits and Riders

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

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. The addition of riders may affect the cost of insurance.

Accelerated Benefit Rider (ABR)

Accidental Death Benefit Rider (ADB)

Child's Term Rider (CTR)

Other Insured Term Rider (OIR)

Waiver of Monthly Deductions Rider (WMD)

Waiver of Specified Premium Rider (WSP)

                                                        54

<PAGE>

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

                             Other Policy Provisions

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

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,  other than
     under the Automatic Face Amount Increase Option; 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 Account Value to the  Guaranteed  Account.  There is no
charge for this  transfer.  Once this option is  exercised,  the entire  Account
Value  must  remain in the  Guaranteed  Account  for the  remaining  life of the
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.

                                       55

<PAGE>

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 and minus any
partial  withdrawal 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 a  requested
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 most recent  monthly  deduction  for the 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.

                                       56

<PAGE>

When Proceeds Are Paid

We will ordinarily pay any Life Insurance Proceeds,  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 Life Insurance  Proceeds,
which is determined as of the date of death, the amount will be determined as of
the date of  receipt  of  required  documents.  However,  we may delay  making a
payment or processing a transfer request if:

     (1)  the  disposal or valuation  of the  Separate  Account's  assets is not
          reasonably  practicable  because the New York Stock Exchange is closed
          for other than a regular holiday or weekend,  trading is restricted by
          the SEC, or the SEC declares that an emergency exists; or

     (2)  the SEC by order permits postponement of payment for your protection.

In addition we may delay making deductions from the Guaranteed Account for up to
6 months after we receive your request.

                                       57

<PAGE>

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 between Subaccounts;

o    any loan, interest repayment, or loan repayment;

o    any partial withdrawal;

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 Life Insurance Proceeds under the Policy.

Within  30 days  after  each  Policy  anniversary  we will  send  you an  annual
statement.  The statement will show the Death Benefit currently payable, and the
current  Account Value,  Cash Surrender  Value,  and the  Outstanding  Loan. The
statement will also show premiums paid, all charges  deducted  during the Policy
year,  and all  transactions.  We will also send to you annual  and  semi-annual
reports of the Separate Account.

                                       58

<PAGE>

Assignment

You may assign the Policy,  if we agree,  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 in writing a  reinstatement  of Policy  benefits  within  three (3)
     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)  total  monthly
     deductions  for three (3) months,  calculated  from the  effective  date of
     reinstatement;  and (ii) the premium expense charge.  We will determine the
     amount of this required payment as if no interest or investment performance
     were credited to or charged against your Account Value; and

4.   Repay or  reinstate  any  Outstanding  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
monthly expense charges,  Account Value,  Outstanding 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.

                                       59

<PAGE>

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

                             Performance Information

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

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

"Total  Return" for a portfolio  refers to the total of the income  generated by
the portfolio net of total portfolio  operating  expenses plus capital gains and
losses, realized or unrealized. "Total Return" for the Subaccounts refers to the
total of the income generated by the portfolio net of total portfolio  operating
expenses  plus  capital  gains  and  losses,  realized  or  unrealized,  and the
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 Fund's  portfolio's or Subaccount's  performance had been
constant over the entire  period.  Because  average annual total returns tend to
smooth out variations in the return of the  portfolio,  they are not the same as
actual year-by-year results.

The  performance  information  set forth in Appendix B 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 charges
deducted from premiums,  contract values or separate account assets,  including,
mortality and expense risk deductions,  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.

                                       60

<PAGE>

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

                                       61

<PAGE>

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.







































                                                        62

<PAGE>

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                        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 own tax advisers 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.

                                       63

<PAGE>

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.

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.

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.

                                       64

<PAGE>

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 your 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,  the
Company believes 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.

                                       65

<PAGE>

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 Life Insurance
Proceeds  under the Policy  should be excluded  from the taxable gross income of
the Beneficiary.  In addition,  the increases in a Policy's Account Value should
not be taxed  until  there has been a  distribution  from the  Policy  such as a
surrender, partial surrender or lapse with outstanding 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 used to
     repay 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 paid.

                                       66

<PAGE>

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 (or "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 excludible 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.

                                       67

<PAGE>

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 Policy 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 Policy's  death benefit  option,  a Policy loan, a
partial surrender, a surrender,  a change in ownership,  or an assignment of the
Policy may have federal income tax consequences. In addition, the federal, state
and local transfer, and other tax consequences of ownership or receipt of Policy
proceeds will depend on the circumstances of each Owner or Beneficiary.

Withholding.  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.

                                       68

<PAGE>

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.


                                       69

<PAGE>

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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) 80 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 Policies.

Other Policies Issued by the Company

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


                                       70

<PAGE>

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

                            About Us and the Accounts

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

The Company

We are a member of the American International Group, Inc.

AIG Life Insurance Company is a stock life insurance company operating under the
laws of the State of Delaware.  It was  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.

                                       71

<PAGE>

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 in 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 Separate Account

We established the Separate Account as a separate  investment account on June 5,
1986.  It may be used to support the Policy and other  variable  life  insurance
policies,  and 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 Account Values 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 is divided
into Subaccounts. The Subaccounts available under the Policy invest in shares of
a specific  portfolio  of the Alliance  Variable  Products  Series Fund,  Anchor
Series  Trust,  Dreyfus  Stock Index Fund,  Dreyfus  Variable  Investment  Fund,
Fidelity Variable Insurance Products Fund,  Fidelity Variable Insurance Products
Fund II, Goldman Sachs  Variable  Insurance  Trust,  Neuberger  Berman  Advisers
Management Trust, SunAmerica Series Trust and Templeton Variable Products Series
Fund. The Separate Account may include other Subaccounts which are not available
under the Policy.

                                       72

<PAGE>

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.


Rights we have reserved.

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  by making
     direct  investments  or in any other  form.  If we do so, we may invest the
     assets of the  Separate  Account or one or more of the  Subaccounts  in any
     investments that are legal, as determined by our own or outside counsel.

                                       73

<PAGE>

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 the
State 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 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 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.

                                       74

<PAGE>

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.

                                       75

<PAGE>

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


                      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.
<TABLE>


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

<S>                                             <C>                               <C>
Michele L. Abruzzo                              Director, Senior                  Senior Vice President of
80 Pine Street                                  Executive                         American International
New York, NY 10005                              Vice President                    Life Assurance Company
                                                                                  of New York

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

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

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

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


                                       76

<PAGE>

<TABLE>



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

Nicholas A. O'Kulich                            Director, Vice Chairman,          Vice President, Senior Vice
70 Pine Street                                  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,
70 Pine Street                                                                    Inc.
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

Kenneth D. Walma                                General Counsel and               Assistant Secretary and
One Alico Plaza                                 Vice President                    Associate General Counsel
600 King Street
Wilmington, DE  19801

Stephen M. White                                Deputy Comptroller and            Assistant Controller of
One Alico Plaza                                 Vice President                    American International
600 King Street                                                                   Life Assurance Company
Wilmington, DE  19801                                                             of New York

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

</TABLE>

                                       77

<PAGE>

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

                                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

Our financial statements (AIG Life Insurance Company as of December 31, 1998 and
1997 and for the years ended  December  31,  1998,  1997 and 1996;  and AIG Life
Insurance  Company Variable Account II as of December 31, 1998 and for the years
ended  December  31, 1998 and  1997)which  appear in this  Prospectus  have been
audited by PricewaterhouseCoopers LLP, independent certified public accountants,
as  stated  in their  reports,  and have  been  included  in  reliance  upon the
authority of such firm as experts in accounting and auditing.

                                       78

<PAGE>


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

                                       79

<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>

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


                                                                             June 30,            December 31,
                                                                              1999                  1998
                                                                           (unaudited)
Assets
<S>                                                                         <C>                   <C>
Investments and cash:
     Fixed maturities:
        Bonds available for sale, at market value                           $ 4,539,466           $ 4,238,045
        (cost: 1999 - $4,563,445: 1998 - $4,081,008)
     Equity securities:
        Common stock
        (cost: 1999-$2,608: 1998 - $901)                                          2,608                 2,410
      Preferred stock
      (cost: 1999 - $20,252 : 1998 - $18,250)                                    20,416                19,338
Mortgage loans on real estate, net                                              435,517               468,342
Real estate, net of accumulated
 depreciation of $4,683 in 1999; and $4,351 in 1998                              12,860                13,002
Policy loans                                                                    635,774             1,010,969
Other invested assets                                                            87,916                81,916
Short-term investments                                                           70,814               163,704
Cash                                                                              4,191                 4,788
                                                                         --------------         -------------

    Total investments and cash                                                5,809,562             6,002,514


Amounts due from related parties                                                  7,575                17,330
Investment income due and accrued                                               107,353                94,029
Premium and insurance balances receivable-net                                    70,564                56,583
Reinsurance assets                                                              115,276                72,044
Deferred policy acquisition costs                                               192,311               167,840
Federal income tax receivable                                                       936                 4,207
Deferred income taxes                                                             7,231                     -
Separate and variable accounts                                                2,599,917             1,971,280
Other assets                                                                      5,751                 6,228
                                                                         --------------         -------------

                                    Total assets                            $ 8,916,476           $ 8,392,055
                                                                             ==========            ==========

</TABLE>

                 See accompanying notes to financial statements.

<PAGE>

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

<TABLE>
<CAPTION>
                                                                              June 30,              December 31,
                                                                               1999                    1998
                                                                            (unaudited)
Liabilities
<S>                                                                         <C>                   <C>
  Policyholders' funds on deposit                                           $ 4,377,132             $ 4,472,854
  Future policy benefits                                                      1,098,017               1,002,244
  Reserve for unearned premiums                                                  19,018                  21,468
  Policy and contract claims                                                    189,467                 200,193
  Reserve for commissions, expenses and taxes                                    12,338                  25,702
  Insurance balances payable                                                     59,998                  56,263
  Amounts due to related parties                                                  8,378                   4,119
  Deferred income taxes                                                               -                  56,519
  Separate and variable accounts                                              2,599,917               1,971,280
  Minority interest                                                               5,996                   5,987
  Other liabilities                                                             127,408                  59,189
                                                                           ------------             -----------


                                    Total liabilities                         8,497,669               7,875,818
                                                                            -----------             -----------


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                                                             262,392                 236,521
  Accumulated other comprehensive income                                         (1,752)                121,549
                                                                         --------------            ------------

                                    Total capital funds                         418,807                 516,237
                                                                           ------------            ------------


Total liabilities and capital funds                                         $ 8,916,476             $ 8,392,055
                                                                             ==========              ==========

</TABLE>
                 See accompanying notes to financial statements.



<PAGE>

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

<TABLE>
<CAPTION>


                                                                                For the six months ended June 30,
<S>                                                                              <C>                   <C>
                                                                                       1999                        1998
Revenues:
  Premiums                                                                         $ 301,096                   $ 309,585
  Net investment income                                                              219,644                     230,579
  Realized capital (losses)                                                           (1,837)                          -
                                                                                  -----------              -------------

                     Total revenues                                                  518,903                     540,164
                                                                                    --------                    --------


Benefits and expenses:
  Benefits to policyholders                                                          154,238                     122,614
  Increase in future policy benefits
   and policyholders' funds on deposit                                               225,875                     294,553
  Acquisition and insurance expenses                                                  98,771                      81,806
                                                                                   ---------                    --------

                    Total benefits and expenses                                      478,884                     498,973
                                                                                    --------                    --------


Income before income taxes                                                            40,019                      41,191
                                                                                   ---------                   ---------

Income taxes (benefits):
   Current                                                                            11,409                      11,934
   Deferred                                                                            2,643                       2,976
                                                                                  ----------                  ----------

      Total income taxes                                                              14,152                      14,910
                                                                                   ---------                   ---------

Net income before minority interest                                                   25,967                      26,281
Minority interest income                                                                  96                          87
                                                                                ------------                ------------

Net income                                                                        $   25,871                  $   26,194
                                                                                   =========                   =========

</TABLE>
                 See accompanying notes to financial statements

<PAGE>

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

<TABLE>
<CAPTION>

                                                                                June 30,             December 31,
                                                                                  1999                  1998
                                                                                ---------           ------------------
                                                                                (unaudited)
<S>                                                                           <C>                   <C>
Common Stock

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


 Additional paid-in capital

Balance at beginning of year:                                                      153,283                  153,283
                                                                                 ---------                ---------
Balance at end of year                                                             153,283                  153,283
                                                                                 ---------                ---------


Retained earnings
  Balance at beginning of year                                                     236,521                  181,887
  Net income                                                                        25,871                   54,634
                                                                                ----------               ----------

  Balance at end of year                                                           262,392                  236,521
                                                                                 ---------                ---------


Accumulated other comprehensive income

 Balance at beginning of year                                                      121,549                  114,490
 Unrealized appreciation (depreciation) of
      investments - net of reclassification
      adjustments                                                                 (189,694)                  10,860
  Deferred income tax benefit (expense) on
      changes                                                                       66,393                   (3,801)
                                                                                ----------               ----------

  Balance at end of year                                                            (1,752)                 121,549
                                                                               -----------                ---------


               Total capital funds                                              $  418,807               $  516,237
                                                                                 =========                =========

</TABLE>
                 See accompanying notes to financial statements

<PAGE>

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

                                                                                             For six months ended June 30,
                                                                                               1999                      1998

<S>                                                                                        <C>                   <C>
Cash flows from operating activities:
 Net income                                                                                $   25,871             $     26,194

 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                                                                  82,598                  160,672
 Change in premiums and insurance balances
  receivable and payable -net                                                                 (10,246)                  (6,301)
 Change in reinsurance assets                                                                 (43,233)                   3,816
 Change in deferred policy acquisition costs                                                  (24,471)                 (28,584)
 Change in investment income due and accrued                                                  (13,324)                 (61,375)
 Realized capital gains                                                                         1,837                        -
 Change in current and deferred income taxes -net                                               5,913                    1,330
 Change in reserves for commissions, expenses and taxes                                       (13,364)                  12,002
 Change in other assets and liabilities - net                                                  45,704                  (72,158)
                                                                                              -------              ------------
         Total adjustments                                                                     31,414                    9,402
                                                                                             --------             -------------
 Net cash provided by operating activities                                                     57,285                   35,596
                                                                                             --------              ------------

Cash flows from investing activities:
 Cost of fixed maturities, at market sold                                                     401,435                  105,330
 Cost of fixed maturities, at market matured or redeemed                                      212,993                  213,083
 Cost of equity securities sold                                                                 1,020                      579
 Realized capital gains                                                                        (1,837)                       -
 Purchase of fixed maturities                                                              (1,092,475)              (1,202,140)
 Purchase of equity securities                                                                 (3,023)                 (10,579)
 Mortgage loans granted                                                                       (49,000)                 (40,477)
 Repayments of mortgage loans                                                                  81,865                   32,912
 Change in policy loans                                                                       375,195                  (23,658)
 Change in short-term investments                                                              92,889                  505,795
 Change in other invested assets                                                              (13,930)                  (5,556)
 Other - net                                                                                   32,708                   (8,597)
                                                                                           ----------             -------------
  Net cash provided by (used in) investing activities                                          37,840                 (433,308)
                                                                                           ----------               -----------

Cash flows from financing activities:
 Change in policyholders' funds on deposit                                                    (95,722)                 401,502
                                                                                          ------------             -----------

   Net cash (used in) provided by financing activities                                        (95,722)                 401,502
                                                                                          ------------              ----------
Change in cash                                                                                   (597)                   3,790
Cash at beginning of year                                                                       4,788                    5,132
                                                                                         ------------             ------------
Cash at end of year                                                                      $      4,191            $       8,922
                                                                                          ===========             ============
</TABLE>
                 See accompanying notes to financial statements

<PAGE>

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


                                                                                     June 30,           December 31,
                                                                                       1999                      1998
                                                                                   (unaudited)
<S>                                                                              <C>                   <C>
Comprehensive income

Net income                                                                       $      25,871           $      54,634
                                                                                  ------------            ------------

Other comprehensive income

Unrealized appreciation (depreciation) of
  investments - net of reclassification
  adjustments                                                                         (189,694)                 10,860
 Changes due to deferred income tax benefit
       (expense) on changes                                                             66,393                  (3,801)
                                                                                   -----------           -------------

  Other comprehensive income                                                          (123,301)                  7,059
                                                                                    ----------           -------------

 Comprehensive income                                                             $    (97,430)           $     61,693
                                                                                   ===========-            ===========


</TABLE>
                 See accompanying notes to financial statements

<PAGE>



                           AIG LIFE INSURANCE COMPANY
                          NOTES TO FINANCIAL STATEMENTS

1.  Summary of Significant Accounting Policies

Basis of Presentation:  The year-end balance sheet data was derived from audited
financial statements, but does not include all disclosures required by generally
accepted accounting principles.


<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>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT II

                       STATEMENT OF ASSETS AND LIABILITIES
                                  June 30, 1999
                                   (UNAUDITED)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------


ASSETS:
       Investments at Market Value:

                                                                         Shares                Cost                Market Value
                                                                 -------------------------------------------------------------------
                                                                 -------------------------------------------------------------------
                 <S>                                              <C>                   <C>                     <C>
                 Aim
                   Capital Appreciation Portfolio                           10,805.488             $ 249,819              $ 298,233
                   International Equity Portfolio                           20,496.370               391,703                419,972
                 Alliance
                   Conservative Investors Portfolio                          2,927.800                39,325                 38,008
                   Global Bond Portfolio                                       917.299                10,918                 10,118
                   Global Dollar Government Portfolio                           21.679                   207                    199
                   Growth Portfolio                                        125,732.125             2,913,012              3,613,542
                   Growth & Income Portfolio                               105,558.666             2,199,332              2,366,630
                   Growth Investors Portfolio                               15,147.517               227,200                234,485
                   International Portfolio                                  77,466.493             1,266,448              1,267,351
                   Money Market Portfolio                                   18,894.760                18,894                 18,894
                   Premier Growth Portfolio                                 12,701.909               398,621                439,232
                   Technology Portfolio                                     57,463.815               968,037              1,268,800
                   Total Return Portfolio                                      146.582                 2,527                  2,596
                   Quasar Portfolio                                         34,113.346               431,357                403,561
                   U.S. Government High Grade Portfolio                         80.333                   979                    894
                   Utility Income Portfolio                                     53.460                   963                  1,096
                 Dreyfus
                   Small Company Stock Portfolio                            20,832.049               304,387                322,063
                   Stock Index Portfolio                                   112,926.188             3,354,848              4,077,763
                   Zero Coupon 2000 Portfolio                                1,421.146                17,643                 17,522
                 Fidelity
                   Asset Manager Portfolio                                  59,137.949             1,015,942              1,046,147
                   Contrafund Portfolio                                     26,674.610               626,598                696,208
                   Growth Portfolio                                        101,729.251             4,011,783              4,652,079
                   High Income Portfolio                                    42,882.754               491,124                484,145
                   Investment Grade Bond Portfolio                          36,337.125               449,167                438,953
                   Money Market Portfolio                                2,135,704.870             2,135,705              2,135,705
                   Overseas Portfolio                                       23,221.474               459,413                483,010
                 Van Eck
                   Worldwide Emerging Markets Portfolio                      6,067.441                43,166                 63,039
                   Worldwide Hard Assets Portfolio                           3,933.951                39,070                 42,131
                 Weiss,Peck & Greer
                   Tomorrow Long Term Portfolio                              7,003.469                60,351                 68,282
                   Tomorrow MediumTerm Portfolio                               523.557                 4,803                  5,074
                   Tomorrow Short Term Portfolio                               807.668                 8,611                  8,666

                                                                                       ----------------------  ---------------------
                                                                                       ======================  ---------------------
                 Total Investments                                                              $ 22,141,953           $ 24,924,398
                                                                                       ======================
                                                                                       ======================
                      Total Assets                                                                                     $ 24,924,398
                                                                                                               =====================
                                                                                                               =====================
EQUITY:
       Contract Owners' Equity                                                                                         $ 24,924,398
                                                                                                               ---------------------
                                                                                                               =====================
                      Total Equity                                                                                     $ 24,924,398
                                                                                                               =====================
                                                                                                               =====================
</TABLE>


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

                             STATEMENT OF OPERATIONS

                     For The Six Months Ended June 30, 1999
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                                          Aim                    Aim
                                                                        Capital             International
                                                                      Appreciation             Equity
                                                   Total               Portfolio              Portfolio
<S>                                           <C>                   <C>                    <C>
Investment Income (Loss):
    Dividends                                      $1,156,716                     $0                    $0
Expenses:
    Mortality & Expense Risk Fees                      95,246                  1,003                 1,515
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
Net Investment Income (Loss)                        1,061,470                 (1,003)               (1,515)
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                      508,874                  2,472                (2,086)
    Change in Unrealized Appreciation
        (Depreciation)                                812,559                 22,580                20,530
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
    Net Gain (Loss) on Investments                  1,321,433                 25,052                18,444
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                      $2,382,903                $24,049               $16,929
                                              ================      =================      ================
                                              ================      =================      ================
</TABLE>
<TABLE>
<CAPTION>

                                                                                              Alliance
                                                 Alliance               Alliance               Global
                                               Conservative              Global                Dollar
                                                 Investors                Bond               Government
                                                 Portfolio             Portfolio              Portfolio
<S>                                           <C>                   <C>                    <C>
Investment Income (Loss):
    Dividends                                          $3,311                   $322                   $31
Expenses:
    Mortality & Expense Risk Fees                         161                     39                     1
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
Net Investment Income (Loss)                            3,150                    283                    30
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                          250                     62                     2
    Change in Unrealized Appreciation
        (Depreciation)                                 (3,050)                (1,090)                  (18)
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
    Net Gain (Loss) on Investments                     (2,800)                (1,028)                  (16)
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                            $350                  ($745)                  $14
                                              ================      =================      ================
                                              ================      =================      ================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                                        Alliance
                                                                         Growth               Alliance
                                                 Alliance                  &                   Growth
                                                  Growth                 Income               Investors
                                                 Portfolio             Portfolio              Portfolio
<S>                                           <C>                   <C>                    <C>
Investment Income (Loss):
    Dividends                                        $270,895               $228,364               $22,202
Expenses:
    Mortality & Expense Risk Fees                      14,062                  9,000                   962
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
Net Investment Income (Loss)                          256,833                219,364                21,240
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                       42,071                 45,713                 6,259
    Change in Unrealized Appreciation
        (Depreciation)                                142,860                 27,574               (18,333)
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
    Net Gain (Loss) on Investments                    184,931                 73,287               (12,074)
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                        $441,764               $292,651                $9,166
                                              ================      =================      ================
                                              ================      =================      ================
</TABLE>
<TABLE>
<CAPTION>


                                                                        Alliance              Alliance
                                                 Alliance                Money                 Premier
                                               International            Market                 Growth
                                                 Portfolio             Portfolio              Portfolio
<S>                                           <C>                   <C>                    <C>
Investment Income (Loss):
    Dividends                                         $30,720                 $9,337                $4,775
Expenses:
    Mortality & Expense Risk Fees                         621                  1,935                 1,206
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
Net Investment Income (Loss)                           30,099                  7,402                 3,569
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                       89,322                      0                 3,188
    Change in Unrealized Appreciation
        (Depreciation)                                    904                      0                24,050
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
    Net Gain (Loss) on Investments                     90,226                      0                27,238
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                        $120,325                 $7,402               $30,807
                                              ================      =================      ================
                                              ================      =================      ================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                                        Alliance
                                                 Alliance                Total                Alliance
                                                Technology              Return                 Quasar
                                                 Portfolio             Portfolio              Portfolio
<S>                                           <C>                   <C>                    <C>
Investment Income (Loss):
    Dividends                                          $3,163                   $230                $1,251
Expenses:
    Mortality & Expense Risk Fees                       6,236                     11                 1,941
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
Net Investment Income (Loss)                           (3,073)                   219                  (690)
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                      155,237                      7                33,648
    Change in Unrealized Appreciation
        (Depreciation)                                118,625                    (44)               26,546
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
    Net Gain (Loss) on Investments                    273,862                    (37)               60,194
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                        $270,789                   $182               $59,504
                                              ================      =================      ================
                                              ================      =================      ================
</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                                             $60                    $44                    $0
Expenses:
    Mortality & Expense Risk Fees                           4                      5                 1,212
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
Net Investment Income (Loss)                               56                     39                (1,212)
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                           (1)                     5                (4,381)
    Change in Unrealized Appreciation
        (Depreciation)                                    (86)                    80                14,529
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
    Net Gain (Loss) on Investments                        (87)                    85                10,148
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                            ($31)                  $124                $8,936
                                              ================      =================      ================
                                              ================      =================      ================
</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                                         $34,929                   $367               $61,501
Expenses:
    Mortality & Expense Risk Fees                      15,127                     74                 4,090
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
Net Investment Income (Loss)                           19,802                    293                57,411
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                       37,382                      8                    62
    Change in Unrealized Appreciation
        (Depreciation)                                324,858                   (235)              (13,951)
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
    Net Gain (Loss) on Investments                    362,240                   (227)              (13,889)
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                        $382,042                    $66               $43,522
                                              ================      =================      ================
                                              ================      =================      ================
</TABLE>
<TABLE>
<CAPTION>


                                                                                              Fidelity
                                                 Fidelity               Fidelity                High
                                                Contrafund               Growth                Income
                                                 Portfolio             Portfolio              Portfolio
<S>                                           <C>                   <C>                    <C>
Investment Income (Loss):
    Dividends                                         $13,299               $360,271               $25,817
Expenses:
    Mortality & Expense Risk Fees                       2,211                 17,101                 1,749
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
Net Investment Income (Loss)                           11,088                343,170                24,068
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                        8,175                105,690                (7,194)
    Change in Unrealized Appreciation
        (Depreciation)                                 32,133                 43,368                10,843
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
    Net Gain (Loss) on Investments                     40,308                149,058                 3,649
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                         $51,396               $492,228               $27,717
                                              ================      =================      ================
                                              ================      =================      ================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                                 Fidelity
                                                Investment              Fidelity
                                                   Grade                 Money                Fidelity
                                                   Bond                  Market               Overseas
                                                 Portfolio             Portfolio              Portfolio
<S>                                           <C>                   <C>                    <C>
Investment Income (Loss):
    Dividends                                         $11,228                $57,899               $16,156
Expenses:
    Mortality & Expense Risk Fees                       1,568                 10,734                 1,955
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
Net Investment Income (Loss)                            9,660                 47,165                14,201
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                         (175)                     0                  (850)
    Change in Unrealized Appreciation
        (Depreciation)                                (16,477)                     0                19,843
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
    Net Gain (Loss) on Investments                    (16,652)                     0                18,993
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                         ($6,992)               $47,165               $33,194
                                              ================      =================      ================
                                              ================      =================      ================
</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                                              $0                     $0                  $544
Expenses:
    Mortality & Expense Risk Fees                           0                    205                   191
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
Net Investment Income (Loss)                                0                   (205)                  353
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                            0                  2,401                (8,601)
    Change in Unrealized Appreciation
        (Depreciation)                                      0                 17,222                15,657
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
    Net Gain (Loss) on Investments                          0                 19,623                 7,056
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                              $0                $19,418                $7,409
                                              ================      =================      ================
                                              ================      =================      ================
</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                                              $0                     $0                    $0
Expenses:
    Mortality & Expense Risk Fees                         279                     22                    26
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
Net Investment Income (Loss)                             (279)                   (22)                  (26)
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Realized & Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investment
        Activity                                          132                      2                    74
    Change in Unrealized Appreciation
        (Depreciation)                                  3,502                    135                     4
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------
    Net Gain (Loss) on Investments                      3,634                    137                    78
                                              ----------------      -----------------      ----------------
                                              ----------------      -----------------      ----------------

Increase (Decrease) in Net Assets
    Resulting From Operations                          $3,355                   $115                   $52
                                              ================      =================      ================
                                              ================      =================      ================
</TABLE>

<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT II

                       STATEMENT OF CHANGES IN NET ASSETS
            For The Six Months Ended June 30, 1999 and June 30, 1998
                                   (UNAUDITED)
 <TABLE>
<CAPTION>
                  1999
                                                                        Aim                 Aim
                                                                      Capital          International
                                                                    Appreciation           Equity
                                                   Total             Portfolio           Portfolio
<S>                                             <C>                 <C>                 <C>
Increase (Decrease) in Net Assets
Operations:
    Net Investment Income (Loss)                   $1,061,470             ($1,003)            ($1,515)
    Realized Gain (Loss) on Investment Activity       508,874               2,472              (2,086)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                 812,559              22,580              20,530
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                 2,382,903              24,049              16,929
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------

Capital Transactions:
    Contract Deposits                               5,722,064              91,862             183,148
    Cost Of Insurance Charge                       (1,039,582)            (16,325)            (21,491)
    Policy Loans                                     (146,563)             (4,390)             (2,936)
    Transfers                                           9,636               4,687                 831
    Contract Withdrawals                             (185,339)             (2,427)             (1,125)
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       4,360,216              73,407             158,427
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Total Increase (Decrease) in Net Assets             6,743,119              97,456             175,356
Net Assets, at Beginning of Year                   18,181,279             200,777             244,616
                                               ---------------     ---------------     ---------------
                                               ===============     ===============     ===============
Net Assets, at End of Year                        $24,924,398            $298,233            $419,972
                                               ===============     ===============     ===============
                                               ===============     ===============     ===============
</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)                       $3,150                $283                 $30
    Realized Gain (Loss) on Investment Activity           250                  62                   2
    Change in Unrealized Appreciation
        (Depreciation) of Investments                  (3,050)             (1,090)                (18)
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
                                                          350                (745)                 14
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------

Capital Transactions:
    Contract Deposits                                   6,361               3,017                   0
    Cost Of Insurance Charge                           (1,619)               (686)                (37)
    Policy Loans                                            0                   0                   0
    Transfers                                              10                 (15)                  0
    Contract Withdrawals                                  (89)                  0                   0
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                           4,663               2,316                 (37)
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Total Increase (Decrease) in Net Assets                 5,013               1,571                 (23)
Net Assets, at Beginning of Year                       32,995               8,547                 222
                                               ---------------     ---------------     ---------------
                                               ===============     ===============     ===============
Net Assets, at End of Year                            $38,008             $10,118                $199
                                               ===============     ===============     ===============
                                               ===============     ===============     ===============
</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)                     $256,833            $219,364             $21,240
    Realized Gain (Loss) on Investment Activity        42,071              45,713               6,259
    Change in Unrealized Appreciation
        (Depreciation) of Investments                 142,860              27,574             (18,333)
                                               ---------------     ---------------     ---------------
                                               ----------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   441,764             292,651               9,166
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------

Capital Transactions:
    Contract Deposits                                 552,278            (296,632)             39,410
    Cost Of Insurance Charge                         (131,720)            (92,576)             (7,893)
    Policy Loans                                      (29,702)            (19,241)             (1,507)
    Transfers                                          (2,095)              1,005                 211
    Contract Withdrawals                              (44,226)            (29,468)               (550)
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                         344,535            (436,912)             29,671
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Total Increase (Decrease) in Net Assets               786,299            (144,261)             38,837
Net Assets, at Beginning of Year                    2,827,243           2,510,891             195,648
                                               ---------------     ---------------     ---------------
                                               ===============     ===============     ===============
Net Assets, at End of Year                         $3,613,542          $2,366,630            $234,485
                                               ===============     ===============     ===============
                                               ===============     ===============     ===============
</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)                      $30,099              $7,402              $3,569
    Realized Gain (Loss) on Investment Activity        89,322                   0               3,188
    Change in Unrealized Appreciation
        (Depreciation) of Investments                     904                   0              24,050
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   120,325               7,402              30,807
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------

Capital Transactions:
    Contract Deposits                               1,150,203               5,538             278,594
    Cost Of Insurance Charge                                0             (14,523)            (25,155)
    Policy Loans                                            0                   0                (569)
    Transfers                                          (3,177)                 (7)              5,087
    Contract Withdrawals                                    0                   0              (1,499)
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                       1,147,026              (8,992)            256,458
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Total Increase (Decrease) in Net Assets             1,267,351              (1,590)            287,265
Net Assets, at Beginning of Year                            0              20,484             151,967
                                               ---------------     ---------------     ---------------
                                               ===============     ===============     ===============
Net Assets, at End of Year                         $1,267,351             $18,894            $439,232
                                               ===============     ===============     ===============
                                               ===============     ===============     ===============
</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)                      ($3,073)               $219               ($690)
    Realized Gain (Loss) on Investment Activity       155,237                   7              33,648
    Change in Unrealized Appreciation
        (Depreciation) of Investments                 118,625                 (44)             26,546
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   270,789                 182              59,504
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------

Capital Transactions:
    Contract Deposits                                 286,213                   0              45,407
    Cost Of Insurance Charge                          (68,064)               (116)            (20,228)
    Policy Loans                                      (14,138)                  0              (2,780)
    Transfers                                         (10,382)                  0                (120)
    Contract Withdrawals                               (3,718)                  0              (2,102)
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                         189,911                (116)             20,177
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Total Increase (Decrease) in Net Assets               460,700                  66              79,681
Net Assets, at Beginning of Year                      808,100               2,530             323,880
                                               ---------------     ---------------     ---------------
                                               ===============     ===============     ===============
Net Assets, at End of Year                         $1,268,800              $2,596            $403,561
                                               ===============     ===============     ===============
                                               ===============     ===============     ===============
</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)                          $56                 $39             ($1,212)
    Realized Gain (Loss) on Investment Activity            (1)                  5              (4,381)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                     (86)                 80              14,529
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                       (31)                124               8,936
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------

Capital Transactions:
    Contract Deposits                                       0                   0              77,630
    Cost Of Insurance Charge                              (43)                (48)            (11,603)
    Policy Loans                                            0                   0                   0
    Transfers                                               0                   0                (908)
    Contract Withdrawals                                    0                   0                 (20)
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                             (43)                (48)             65,099
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Total Increase (Decrease) in Net Assets                   (74)                 76              74,035
Net Assets, at Beginning of Year                          968               1,020             248,028
                                               ---------------     ---------------     ---------------
                                               ===============     ===============     ===============
Net Assets, at End of Year                               $894              $1,096            $322,063
                                               ===============     ===============     ===============
                                               ===============     ===============     ===============
</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)                      $19,802                $293             $57,411
    Realized Gain (Loss) on Investment Activity        37,382                   8                  62
    Change in Unrealized Appreciation
        (Depreciation) of Investments                 324,858                (235)            (13,951)
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   382,042                  66              43,522
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------

Capital Transactions:
    Contract Deposits                               1,219,319               4,833             256,536
    Cost Of Insurance Charge                         (184,621)               (956)            (44,559)
    Policy Loans                                      (25,151)                  0              (6,948)
    Transfers                                          (1,950)                  0               5,187
    Contract Withdrawals                              (27,241)                  0              (1,435)
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                         980,356               3,877             208,781
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Total Increase (Decrease) in Net Assets             1,362,398               3,943             252,303
Net Assets, at Beginning of Year                    2,715,365              13,579             793,844
                                               ---------------     ---------------     ---------------
                                               ===============     ===============     ===============
Net Assets, at End of Year                         $4,077,763             $17,522          $1,046,147
                                               ===============     ===============     ===============
                                               ===============     ===============     ===============
</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)                      $11,088            $343,170             $24,068
    Realized Gain (Loss) on Investment Activity         8,175             105,690              (7,194)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                  32,133              43,368              10,843
                                               ---------------     ---------------     ---------------
                                               --------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                    51,396             492,228              27,717
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------

Capital Transactions:
    Contract Deposits                                 375,596           1,360,060             214,420
    Cost Of Insurance Charge                          (28,039)           (181,621)            (16,444)
    Policy Loans                                            0             (32,378)             (1,388)
    Transfers                                           3,721              14,984               1,288
    Contract Withdrawals                               (3,308)            (49,698)             (4,757)
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                         347,970           1,111,347             193,119
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Total Increase (Decrease) in Net Assets               399,366           1,603,575             220,836
Net Assets, at Beginning of Year                      296,842           3,048,504             263,309
                                               ---------------     ---------------     ---------------
                                               ===============     ===============     ===============
Net Assets, at End of Year                           $696,208          $4,652,079            $484,145
                                               ===============     ===============     ===============
                                               ===============     ===============     ===============
</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)                       $9,660             $47,165             $14,201
    Realized Gain (Loss) on Investment Activity          (175)                  0                (850)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                 (16,477)                  0              19,843
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                    (6,992)             47,165              33,194
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------

Capital Transactions:
    Contract Deposits                                 256,598            (520,179)             97,031
    Cost Of Insurance Charge                          (15,837)           (126,422)            (19,725)
    Policy Loans                                            0              (1,476)             (2,826)
    Transfers                                              11              (8,399)                 71
    Contract Withdrawals                               (3,545)             (3,403)             (4,966)
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                         237,227            (659,879)             69,585
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Total Increase (Decrease) in Net Assets               230,235            (612,714)            102,779
Net Assets, at Beginning of Year                      208,718           2,748,419             380,231
                                               ---------------     ---------------     ---------------
                                               ===============     ===============     ===============
Net Assets, at End of Year                           $438,953          $2,135,705            $483,010
                                               ===============     ===============     ===============
                                               ===============     ===============     ===============
</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)                           $0               ($205)               $353
    Realized Gain (Loss) on Investment Activity             0               2,401              (8,601)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                       0              17,222              15,657
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                         0              19,418               7,409
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------

Capital Transactions:
    Contract Deposits                                       0              17,834               4,291
    Cost Of Insurance Charge                                0              (3,079)             (2,503)
    Policy Loans                                            0                   0                   0
    Transfers                                               0                (673)                 32
    Contract Withdrawals                                    0                   0              (1,658)
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                               0              14,082                 162
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Total Increase (Decrease) in Net Assets                     0              33,500               7,571
Net Assets, at Beginning of Year                            0              29,539              34,560
                                               ---------------     ---------------     ---------------
                                               ===============     ===============     ===============
Net Assets, at End of Year                                 $0             $63,039             $42,131
                                               ===============     ===============     ===============
                                               ===============     ===============     ===============
</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)                        ($279)               ($22)               ($26)
    Realized Gain (Loss) on Investment Activity           132                   2                  74
    Change in Unrealized Appreciation
        (Depreciation) of Investments                   3,502                 135                   4
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                     3,355                 115                  52
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------

Capital Transactions:
    Contract Deposits                                  10,036                 335               2,325
    Cost Of Insurance Charge                           (2,982)               (181)               (486)
    Policy Loans                                       (1,133)                  0                   0
    Transfers                                             189                   0                  48
    Contract Withdrawals                                 (104)                  0                   0
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                           6,006                 154               1,887
                                               ---------------     ---------------     ---------------
                                               ---------------     ---------------     ---------------
Total Increase (Decrease) in Net Assets                 9,361                 269               1,939
Net Assets, at Beginning of Year                       58,921               4,805               6,727
                                               ---------------     ---------------     ---------------
                                               ===============     ===============     ===============
Net Assets, at End of Year                            $68,282              $5,074              $8,666
                                               ===============     ===============     ===============
                                               ===============     ===============     ===============
</TABLE>
<PAGE>

                           AIG LIFE INSURANCE COMPANY
                                   (AIG LIFE)
                               VARIABLE ACCOUNT II

                       STATEMENT OF CHANGES IN NET ASSETS
            For The Six Months Ended June 30, 1999 and June 30, 1998
                                   (UNAUDITED)
<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)                       $620,103               ($141)             ($143)
    Realized Gain (Loss) on Investment Activity          90,940                 239                558
    Change in Unrealized Appreciation
        (Depreciation) of Investments                   479,873               3,664              2,791
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                   1,190,916               3,762              3,206
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------

Capital Transactions:
    Contract Deposits                                 4,180,989              60,258             75,808
    Cost Of Insurance Charge                           (677,153)             (1,960)            (3,222)
    Policy Loans                                        (92,940)                  0                  0
    Transfers                                            20,633                  30                (48)
    Contract Withdrawals                                (72,915)                  0               (586)
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                         3,358,614              58,328             71,952
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Total Increase (Decrease) in Net Assets               4,549,530              62,090             75,158
Net Assets, at Beginning of Year                      7,272,203                   0                  0
                                                 ---------------     ---------------    ---------------
                                                 ===============     ===============    ===============
Net Assets, at End of Year                          $11,821,733             $62,090            $75,158
                                                 ===============     ===============    ===============
                                                 ===============     ===============    ===============
</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)                         $1,954                 $16                 $0
    Realized Gain (Loss) on Investment Activity             278                   0                  0
    Change in Unrealized Appreciation
        (Depreciation) of Investments                      (134)                (12)                 0
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                       2,098                   4                  0
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------

Capital Transactions:
    Contract Deposits                                     9,476               1,000                  0
    Cost Of Insurance Charge                             (1,942)               (103)                 0
    Policy Loans                                              0                   0                  0
    Transfers                                                (1)                  2                  0
    Contract Withdrawals                                    (49)                  0                  0
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                             7,484                 899                  0
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Total Increase (Decrease) in Net Assets                   9,582                 903                  0
Net Assets, at Beginning of Year                         24,072                   0                  0
                                                 ---------------     ---------------    ---------------
                                                 ===============     ===============    ===============
Net Assets, at End of Year                              $33,654                $903                 $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)                       $103,935            $106,829            $13,388
    Realized Gain (Loss) on Investment Activity           7,627              17,209              1,713
    Change in Unrealized Appreciation
        (Depreciation) of Investments                   147,554              (8,204)             4,029
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                     259,116             115,834             19,130
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------

Capital Transactions:
    Contract Deposits                                   774,253             430,609             48,696
    Cost Of Insurance Charge                            (92,573)            (70,238)            (9,803)
    Policy Loans                                         (4,363)            (16,339)            (1,148)
    Transfers                                              (277)              1,618                238
    Contract Withdrawals                                (23,231)             (2,734)            (1,423)
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                           653,809             342,916             36,560
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Total Increase (Decrease) in Net Assets                 912,925             458,750             55,690
Net Assets, at Beginning of Year                      1,123,048             764,335            117,458
                                                 ---------------     ---------------    ---------------
                                                 ===============     ===============    ===============
Net Assets, at End of Year                           $2,035,973          $1,223,085           $173,148
                                                 ===============     ===============    ===============
                                                 ===============     ===============    ===============
</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                  $2              ($319)
    Realized Gain (Loss) on Investment Activity               0                   0              1,349
    Change in Unrealized Appreciation
        (Depreciation) of Investments                         0                   0             16,402
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                           0                   2             17,432
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------

Capital Transactions:
    Contract Deposits                                         0               2,325            239,765
    Cost Of Insurance Charge                                  0                   0             (4,886)
    Policy Loans                                              0                   0               (122)
    Transfers                                                 0                   7              2,287
    Contract Withdrawals                                      0                   0               (486)
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                 0               2,332            236,558
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Total Increase (Decrease) in Net Assets                       0               2,334            253,990
Net Assets, at Beginning of Year                              0                   0                  0
                                                 ---------------     ---------------    ---------------
                                                 ===============     ===============    ===============
Net Assets, at End of Year                                   $0              $2,334           $253,990
                                                 ===============     ===============    ===============
                                                 ===============     ===============    ===============
</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)                        ($1,274)                 $0            $30,035
    Realized Gain (Loss) on Investment Activity          18,667                   0              7,898
    Change in Unrealized Appreciation
        (Depreciation) of Investments                    76,056                   0             (1,127)
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                      93,449                   0             36,806
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------

Capital Transactions:
    Contract Deposits                                   222,857                   0            181,742
    Cost Of Insurance Charge                            (26,342)                  0            (18,284)
    Policy Loans                                           (306)                  0                (27)
    Transfers                                             3,117                   0                746
    Contract Withdrawals                                 (5,990)                  0             (6,366)
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                           193,336                   0            157,811
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Total Increase (Decrease) in Net Assets                 286,785                   0            194,617
Net Assets, at Beginning of Year                        255,061                   0            241,676
                                                 ---------------     ---------------    ---------------
                                                 ===============     ===============    ===============
Net Assets, at End of Year                             $541,846                  $0           $436,293
                                                 ===============     ===============    ===============
                                                 ===============     ===============    ===============
</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              ($269)
    Realized Gain (Loss) on Investment Activity               0                   0               (279)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                         0                   0              4,132
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                           0                   0              3,584
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------

Capital Transactions:
    Contract Deposits                                         0                   0            112,792
    Cost Of Insurance Charge                                  0                   0            (10,791)
    Policy Loans                                              0                   0             (1,446)
    Transfers                                                 0                   0                320
    Contract Withdrawals                                      0                   0                  0
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                                 0                   0            100,875
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Total Increase (Decrease) in Net Assets                       0                   0            104,459
Net Assets, at Beginning of Year                              0                   0            127,381
                                                 ---------------     ---------------    ---------------
                                                 ===============     ===============    ===============
Net Assets, at End of Year                                   $0                  $0           $231,840
                                                 ===============     ===============    ===============
                                                 ===============     ===============    ===============
</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)                         $6,790                $239            $58,821
    Realized Gain (Loss) on Investment Activity          24,151                  81             (1,580)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                   172,347                 (34)           (13,576)
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                     203,288                 286             43,665
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------

Capital Transactions:
    Contract Deposits                                   802,182               2,321            159,012
    Cost Of Insurance Charge                           (106,448)             (1,120)           (27,167)
    Policy Loans                                        (15,535)                  0               (471)
    Transfers                                             8,369                 (11)             1,519
    Contract Withdrawals                                (11,677)                  0             (1,183)
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                           676,891               1,190            131,710
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Total Increase (Decrease) in Net Assets                 880,179               1,476            175,375
Net Assets, at Beginning of Year                        944,435              10,766            387,906
                                                 ---------------     ---------------    ---------------
                                                 ===============     ===============    ===============
Net Assets, at End of Year                           $1,824,614             $12,242           $563,281
                                                 ===============     ===============    ===============
                                                 ===============     ===============    ===============
</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)                         $1,608            $174,038            $32,520
    Realized Gain (Loss) on Investment Activity             443               9,309                (55)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                     6,291              88,810            (19,696)
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                       8,342             272,157             12,769
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------

Capital Transactions:
    Contract Deposits                                   126,109             733,715             69,718
    Cost Of Insurance Charge                             (2,866)           (117,408)           (16,936)
    Policy Loans                                              0             (16,149)                 0
    Transfers                                              (261)              9,306                (33)
    Contract Withdrawals                                      0             (12,187)              (707)
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                           122,982             597,277             52,042
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Total Increase (Decrease) in Net Assets                 131,324             869,434             64,811
Net Assets, at Beginning of Year                              0           1,164,075            287,181
                                                 ---------------     ---------------    ---------------
                                                 ===============     ===============    ===============
Net Assets, at End of Year                             $131,324          $2,033,509           $351,992
                                                 ===============     ===============    ===============
                                                 ===============     ===============    ===============
</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)                         $8,965             $26,531            $27,871
    Realized Gain (Loss) on Investment Activity            (251)                  0             15,743
    Change in Unrealized Appreciation
        (Depreciation) of Investments                    (4,486)                  0             15,046
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                       4,228              26,531             58,660
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------

Capital Transactions:
    Contract Deposits                                    54,855             138,831            (28,697)
    Cost Of Insurance Charge                             (7,114)           (115,215)           (26,303)
    Policy Loans                                              0             (36,983)               (51)
    Transfers                                               410              (3,986)            (2,219)
    Contract Withdrawals                                   (109)               (618)            (4,234)
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                            48,042             (17,971)           (61,504)
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Total Increase (Decrease) in Net Assets                  52,270               8,560             (2,844)
Net Assets, at Beginning of Year                         79,496           1,225,890            368,340
                                                 ---------------     ---------------    ---------------
                                                 ===============     ===============    ===============
Net Assets, at End of Year                             $131,766          $1,234,450           $365,496
                                                 ===============     ===============    ===============
                                                 ===============     ===============    ===============
</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)                        $24,499                 ($7)            $4,424
    Realized Gain (Loss) on Investment Activity         (10,944)                (63)            (2,096)
    Change in Unrealized Appreciation
        (Depreciation) of Investments                    (4,930)               (549)            (7,300)
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                       8,625                (619)            (4,972)
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------

Capital Transactions:
    Contract Deposits                                   (88,747)              4,387             13,876
    Cost Of Insurance Charge                             (7,520)               (327)            (3,022)
    Policy Loans                                              0                   0                  0
    Transfers                                              (130)               (175)              (238)
    Contract Withdrawals                                   (456)                  0               (341)
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                           (96,853)              3,885             10,275
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Total Increase (Decrease) in Net Assets                 (88,228)              3,266              5,303
Net Assets, at Beginning of Year                         88,315                   0             30,220
                                                 ---------------     ---------------    ---------------
                                                 ===============     ===============    ===============
Net Assets, at End of Year                                  $87              $3,266            $35,523
                                                 ===============     ===============    ===============
                                                 ===============     ===============    ===============
</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)                          ($176)               ($21)              ($12)
    Realized Gain (Loss) on Investment Activity             919                   0                 24
    Change in Unrealized Appreciation
        (Depreciation) of Investments                     2,228                 398                173
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Operations                                       2,971                 377                185
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------

Capital Transactions:
    Contract Deposits                                    30,651                 871              2,325
    Cost Of Insurance Charge                             (4,898)               (303)              (362)
    Policy Loans                                              0                   0                  0
    Transfers                                                43                   0                  0
    Contract Withdrawals                                   (341)                  0               (197)
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Increase (Decrease) in Net Assets Resulting
    From Capital Transactions                            25,455                 568              1,766
                                                 ---------------     ---------------    ---------------
                                                 ---------------     ---------------    ---------------
Total Increase (Decrease) in Net Assets                  28,426                 945              1,951
Net Assets, at Beginning of Year                         25,890               4,140              2,518
                                                 ---------------     ---------------    ---------------
                                                 ===============     ===============    ===============
Net Assets, at End of Year                              $54,316              $5,085             $4,469
                                                 ===============     ===============    ===============
                                                 ===============     ===============    ===============
</TABLE>
<PAGE>
<TABLE>

                                   APPENDIX A
                        Gemstone Variable Universal Life
                     Guaranteed Monthly Cost Insurance Rates
                        Per $1,000 of Net Amount at Risk
                           Male (Age Nearest Birthday)


    Attained                Monthly COI Rate                Attained                Monthly COI Rate
      Age                                                      Age
                     Nonsmoker*            Smoker                                Nonsmoker*            Smoker
================ =================== ==================  ================    =================== ==================


<S>                          <C>            <C>            <C>                   <C>                <C>
       0                     N/A            0.34845        50                    0.40933            0.79730
       1                     N/A            0.08917        51                    0.44603            0.87076
       2                     N/A            0.08251        52                    0.48857            0.95257
       3                     N/A            0.08167        53                    0.53612            1.04609
       4                     N/A            0.07917        54                    0.59118            1.15132
       5                     N/A            0.07501        55                    0.65209            1.26326
       6                     N/A            0.07167        56                    0.71968            1.38441
       7                     N/A            0.06667        57                    0.79146            1.50978
       8                     N/A            0.06334        58                    0.86909            1.64353
       9                     N/A            0.06167        59                    0.95675            1.78234
       10                    N/A            0.06084        60                    1.05444            1.93624
       11                    N/A            0.06417        61                    1.16302            2.10944
       12                    N/A            0.07084        62                    1.28665            2.30447
       13                    N/A            0.08251        63                    1.42787            2.52553
       14                    N/A            0.09584        64                    1.58752            2.76931
       15                0.10751            0.13752        65                    1.76394            3.03334
       16                0.11918            0.15586        66                    1.95381            3.30841
       17                0.12835            0.17086        67                    2.15965            3.59706
       18                0.13335            0.18003        68                    2.38065            3.89427
       19                0.13835            0.18837        69                    2.62186            4.21099
       20                0.14002            0.19254        70                    2.89419            4.56071
       21                0.13919            0.19420        71                    3.25305            4.94853
       22                0.13669            0.19170        72                    3.55929            5.38973
       23                0.13418            0.18837        73                    3.96902            5.88695
       24                0.13085            0.18420        74                    4.42953            6.42941
       25                0.12668            0.17837        75                    4.92413            7.02991
       26                0.12335            0.17336        76                    5.45122            7.64974
       27                0.12168            0.17170        77                    6.00585            8.27796
       28                0.12001            0.17003        78                    6.58221            8.90442
       29                0.12001            0.17170        79                    7.19473            9.54780
       30                0.12001            0.17503        80                    7.86724           10.23622
       31                0.12252            0.18087        81                    8.61695           10.98690
       32                0.12502            0.18670        82                    9.46542           11.82145
       33                0.12918            0.19587        83                   10.42336           12.74626
       34                0.13418            0.20671        84                   11.47263           13.72670
       35                0.14085            0.21921        85                   12.58987           14.73050
       36                0.14752            0.23422        86                   13.75325           15.72512
       37                0.15669            0.25340        87                   14.95279           16.69584
       38                0.16669            0.27508        88                   16.16464           17.75732
       39                0.17837            0.30009        89                   17.40526           18.80718
       40                0.19087            0.32844        90                   18.69215           19.86094
       41                0.20588            0.36180        91                   20.04733           20.93947
       42                0.22088            0.39599        92                   21.51567           22.08818
       43                0.23839            0.43519        93                   23.16008           23.56765
       44                0.25590            0.47606        94                   25.25984           25.47888


                                       A-1

<PAGE>


    Attained                Monthly COI Rate                Attained                Monthly COI Rate
      Age                                                      Age
                     Nonsmoker*            Smoker                                Nonsmoker*            Smoker
================ =================== ==================  ================    =================== ==================

       45                0.27674            0.52277        95                   28.27411           28.27411
- ----------------  -------------- ------------------ ---------------- ------------------- ------------------
       46                0.29926            0.56949        96                   33.10677           33.10677
       47                0.32344            0.62038        97                   41.68475           41.68475
       48                0.34929            0.67379        98                   58.01259           58.01259
       49                0.37848            0.73387        99                   83.33333           83.33333
- ----------------  -------------- ------------------ ---------------- ------------------- ------------------

 * Applicable to Preferred and Standard Nonsmoker Risks.
</TABLE>

                                       A-2

<PAGE>



                                   APPENDIX A
                        Gemstone Variable Universal Life
                     Guaranteed Monthly Cost Insurance Rates
                        Per $1,000 of Net Amount at Risk
                          Female (Age Nearest Birthday)
<TABLE>


    Attained                Monthly COI Rate                Attained                Monthly COI Rate
      Age                                                      Age
                     Nonsmoker*            Smoker                                Nonsmoker*            Smoker
================ =================== ==================  ================    =================== ==================

<S>                       <C>               <C>            <C>                    <C>                 <C>
       0                     N/A            0.24089        50                     0.34929             0.54530
       1                     N/A            0.07251        51                     0.37514             0.58367
       2                     N/A            0.06750        52                     0.40433             0.62706
       3                     N/A            0.06584        53                     0.43853             0.67796
       4                     N/A            0.06417        54                     0.47356             0.72970
       5                     N/A            0.06334        55                     0.51109             0.78395
       6                     N/A            0.06084        56                     0.54947             0.83820
       7                     N/A            0.06000        57                     0.58785             0.88996
       8                     N/A            0.05834        58                     0.62456             0.93838
       9                     N/A            0.05750        59                     0.66377             0.98848
       10                    N/A            0.05667        60                     0.70967             1.04359
       11                    N/A            0.05750        61                     0.76392             1.11457
       12                    N/A            0.06000        62                     0.83236             1.20061
       13                    N/A            0.06250        63                     0.91834             1.31673
       14                    N/A            0.06667        64                     1.02021             1.44626
       15                0.07000            0.07834        65                     1.13044             1.59170
       16                0.07334            0.08251        66                     1.24906             1.73551
       17                0.07667            0.08667        67                     1.36937             1.88521
       18                0.07917            0.09084        68                     1.49055             2.02074
       19                0.08167            0.09418        69                     1.62012             2.17305
       20                0.08417            0.09668        70                     1.76979             2.33460
       21                0.08501            0.09834        71                     1.94879             2.54396
       22                0.08667            0.10084        72                     2.17053             2.80367
       23                0.08751            0.10251        73                     2.44094             3.12054
       24                0.09001            0.10584        74                     2.75926             3.49047
       25                0.09084            0.10751        75                     3.11970             3.90183
       26                0.09334            0.11168        76                     3.51565             4.34547
       27                0.09501            0.11501        77                     3.94131             4.81137
       28                0.09751            0.11835        78                     4.39675             5.29708
       29                0.10001            0.12335        79                     4.89467             5.81782
       30                0.10334            0.12918        80                     5.45628             6.39564
       31                0.10584            0.13418        81                     6.10032             7.04935
       32                0.10918            0.14002        82                     6.84571             7.79699
       33                0.11251            0.14585        83                     7.70559             8.64662
       34                0.11835            0.15502        84                     8.66019             9.64633
       35                0.12252            0.16169        85                     9.70835            10.64717
       36                0.13002            0.17420        86                    10.83105            11.78647
       37                0.13919            0.19004        87                    12.03563            12.88645
       38                0.14919            0.20754        88                    13.30897            14.13279
       39                0.16086            0.22755        89                    14.67130            15.32034
       40                0.17336            0.25006        90                    16.12162            16.69153
       41                0.18837            0.27758        91                    17.68913            18.15714
       42                0.20337            0.30343        92                    19.41995            19.76127
       43                0.21838            0.33011        93                   21.39829            21.58524
       44                0.23339            0.35679        94                   23.83051            23.83051
- ---------------- --------------- ------------------ ---------------- --------------------  ------------------

</TABLE>

                                       A-3

<PAGE>



<TABLE>


    Attained                Monthly COI Rate                Attained                Monthly COI Rate
      Age                                                      Age
                     Nonsmoker*            Smoker                                Nonsmoker*            Smoker
================ =================== ==================  ================    =================== ==================

      <S>                <C>                <C>            <C>                   <C>                 <C>                 <C>
       45                0.24923            0.38431        95                    27.16158            27.16158
       46                0.25690            0.41267        96                    32.32378            32.32378
       47                0.28425            0.44270        97                    41.21204            41.21204
       48                0.30426            0.47356        98                    57.81394            57.81394
       49                0.32511            0.50692        99                    83.33333            83.33333
- ----------------   ------------- ------------------ ---------------- --------------------  ------------------

</TABLE>

 * Applicable to Preferred and Standard Nonsmoker Risks.


                                       A-4

<PAGE>

<TABLE>


                                   APPENDIX A
                        Gemstone Variable Universal Life
             Table of Acquisition Expenses Per $1,000 of Face Amount
                    (Applicable During First 5 Policy Years*)


    Issue Age     Female                   Male               Issue            Female                  Male
                                                              Age
================= ===================  =================  ===============  ======================= ==================
        <S>               <C>                <C>            <C>                     <C>                <C>
        0                 0.18               0.21           33                      0.38               0.45
        1                 0.18               0.21           34                      0.39               0.47
        2                 0.19               0.21           35                      0.40               0.49
        3                 0.19               0.21           36                      0.41               0.50
        4                 0.19               0.22           37                      0.43               0.52
        5                 0.19               0.22           38                      0.44               0.54
        6                 0.20               0.22           39                      0.46               0.56
        7                 0.20               0.23           40                      0.47               0.59
        8                 0.20               0.23           41                      0.49               0.61
        9                 0.21               0.24           42                      0.51               0.64
       10                 0.21               0.25           43                      0.52               0.66
       11                 0.22               0.25           44                      0.54               0.69
       12                 0.22               0.26           45                      0.56               0.72
       13                 0.23               0.26           46                      0.58               0.75
       14                 0.23               0.27           47                      0.61               0.78
       15                 0.24               0.28           48                      0.63               0.82
       16                 0.24               0.28           49                      0.65               0.85
       17                 0.25               0.29           50                      0.68               0.89
       18                 0.25               0.30           51                      0.71               0.93
       19                 0.26               0.30           52                      0.73               0.97
       20                 0.26               0.31           53                      0.76               1.02
       21                 0.27               0.32           54                      0.80               1.07
       22                 0.28               0.33           55                      0.83               1.12
       23                 0.28               0.33           56                      0.86               1.17
       24                 0.29               0.34           57                      0.90               1.23
       25                 0.30               0.35           58                      0.94               1.25
       26                 0.31               0.36           59                      0.98               1.25
       27                 0.32               0.37           60                      1.03               1.25
       28                 0.32               0.38           61                      1.08               1.25
       29                 0.33               0.40           62                      1.13               1.25
       30                 0.34               0.41           63                      1.19               1.25
       31                 0.35               0.42           64 - 85                 1.25               1.25
       32                 0.36               0.44
- ----------------- ------------  -----------------  ---------------  ----------------- ------------------


*Also  applicable on the Increase  Amount during the first 5 years  following an
applied for increase in Face Amount.

</TABLE>
                                       A-5


<PAGE>



                                   APPENDIX A
                        Gemstone Variable Universal Life
                       Table of Initial Surrender Charges
                            Per $1,000 of Face Amount
                                      Male

<TABLE>

Issue Age              Nonsmoker*              Smoker             Issue                 Nonsmoker*              Smoker
                                                                   Age
================= ====================  ====================  ===============  ===================== ====================
        <S>                        <C>                 <C>          <C>                        <C>                  <C>
        0                          N/A                 11.76        29                         15.53                18.42
        1                          N/A                 11.76        30                         15.86                18.90
        2                          N/A                 11.91        31                         16.22                19.40
        3                          N/A                 12.07        32                         16.51                19.86
        4                          N/A                 12.16        33                         16.92                20.44
        5                          N/A                 12.34        34                         17.26                20.96
        6                          N/A                 12.52        35                         17.64                21.53
        7                          N/A                 12.65        36                         18.13                22.22
        8                          N/A                 12.86        37                         18.57                22.88
        9                          N/A                 13.00        38                         19.04                23.57
       10                          N/A                 13.16        39                         19.54                24.32
       11                          N/A                 13.41        40                         20.01                25.04
       12                          N/A                 13.60        41                         20.59                25.88
       13                          N/A                 13.87        42                         21.13                26.70
       14                          N/A                 14.06        43                         21.80                27.66
       15                        12.61                 14.26        44                         22.44                28.60
       16                        12.82                 14.54        45                         23.12                29.60
       17                        12.94                 14.74        46                         23.86                30.67
       18                        13.08                 14.95        47                         24.67                31.82
       19                        13.31                 15.24        48                         25.44                32.95
       20                        13.46                 15.46        49                         26.39                34.26
       21                        13.62                 15.70        50                         27.30                34.34
       22                        13.80                 15.96        51                         28.31                34.34
       23                        14.08                 16.31        52                         29.41                34.34
       24                        14.28                 16.61        53                         30.51                34.34
       25                        14.51                 16.93        54                         31.71                34.34
       26                        14.75                 17.29        55                         33.01                34.34
       27                        15.02                 17.66       56-85                       34.34                34.34
       28                        15.31                 18.07
- ----------------- --------------------  --------------------  ---------------  --------------------- --------------------

 * Applicable to Preferred and Standard Nonsmoker Risks.

</TABLE>




                                       A-6

<PAGE>

<TABLE>


                                   APPENDIX A
                        Gemstone Variable Universal Life
                       Table of Initial Surrender Charges
                            Per $1,000 of Face Amount
                                     Female


     Issue Age            Nonsmoker*              Smoker              Issue                Nonsmoker*             Smoker
                                                                       Age
===================  ====================  ===================== =============== ==================== ====================
         <S>                         <C>                   <C>         <C>                      <C>                  <C>
         0                            N/A                  11.02       31                       15.38                16.99
         1                            N/A                  11.04       32                       15.70                17.36
         2                            N/A                  11.07       33                       15.94                17.69
         3                            N/A                  11.20       34                       16.29                18.12
         4                            N/A                  11.32       35                       16.66                18.58
         5                            N/A                  11.46       36                       17.05                19.07
         6                            N/A                  11.52       37                       17.38                19.49
         7                            N/A                  11.67       38                       17.83                20.04
         8                            N/A                  11.83       39                       18.22                20.52
         9                            N/A                  11.91       40                       18.72                21.13
        10                            N/A                  12.09       41                       19.16                21.68
        11                            N/A                  12.18       42                       19.63                22.26
        12                            N/A                  12.38       43                       20.22                22.95
        13                            N/A                  12.49       44                       20.76                23.60
        14                            N/A                  12.71       45                       21.33                24.29
        15                          12.05                  12.84       46                       21.95                25.02
        16                          12.24                  13.06       47                       22.52                25.70
        17                          12.35                  13.20       48                       23.23                26.52
        18                          12.55                  13.45       49                       23.99                27.40
        19                          12.68                  13.61       50                       24.70                28.25
        20                          12.89                  13.88       51                       25.49                29.15
        21                          13.04                  14.06       52                       26.42                30.21
        22                          13.20                  14.26       53                       27.32                31.25
        23                          13.45                  14.57       54                       28.22                32.27
        24                          13.63                  14.80       55                       29.27                33.46
        25                          13.82                  15.04       56                       30.40                34.34
        26                          14.03                  15.30       57                       31.53                34.34
        27                          14.25                  15.59       58                       32.76                34.34
        28                          14.58                  15.96       59                       34.12                34.34
        29                          14.83                  16.28      60-85                     34.34                34.34
        30                          15.10                  16.62
- -------------------  --------------------  --------------------- --------------- -------------------- --------------------
</TABLE>


 * Applicable to Preferred and Standard Nonsmoker Risks.

                                       A-7

<PAGE>


<TABLE>


                                   APPENDIX B

                          AVERAGE ANNUAL TOTAL RETURNS

                             As of December 31, 1998


                                                         Inception                                                Since
                                                            Date     1 Year      3 Years    5 Years   10 Years   Inception
                                                            ----     ------      -------    -------   --------   ---------
<S>                                                          <C>      <C>        <C>         <C>        <C>        <C>
Alliance Variable Products Series Fund
Alliance Capital Management L.P.
Growth Portfolio                                             9/94     24.66%      30.27%       N/A       N/A       30.07%
Growth-Income Portfolio                                      1/91     21.78%      26.43%     25.15%      N/A       16.87%
High-Yield Portfolio                                         10/97    -12.95%       N/A        N/A       N/A       -1.65%
International Portfolio                                      12/92     2.73%       7.19%      7.42%      N/A       10.19%
Premier Growth Portfolio                                     6/92     30.38%      36.37%     32.57%      N/A       25.64%
Real Estate Portfolio                                        1/97     -8.26%        N/A        N/A       N/A        2.34%
Technology Portfolio                                         1/96     47.23%      30.89%       N/A       N/A       25.88%
Total Return Portfolio                                       12/92    14.73%      19.08%     16.94%      N/A       13.63%
Utility Income Portfolio                                     5/94     27.21%      22.50%     17.63%      N/A       17.56%

Anchor Series Trust
Wellington Management Company, LLP
Capital Appreciation Portfolio                              3/23/87   28.50%      25.58%     27.89%     20.51%     18.08%
Government & Quality Bond Portfolio                         9/5/84     2.82%       7.23%      7.89%      7.88%      9.33%

Dreyfus Stock Index Fund
Dreyfus Corporation and Mellon Equity Associates
Dreyfus Stock Index Fund                                    9/29/89   22.36%      28.67%     27.36%      N/A       17.57%

Dreyfus Variable Investment Fund
The Dreyfus Corporation
Small Company Stock Portfolio                               5/1/96    -6.76%       8/62%       N/A       N/A        8.00%

Fidelity Variable Insurance Products Fund
Fidelity Management & Research Company
VIP Growth Portfolio: Initial Class                         10/9/86   33.98%      26.86%     27.63%     19.21%     17.86%
VIP High Income Portfolio: Initial Class                    9/19/85   -1.44%       8.91%     10/80%     11.37%     11.29%
VIP Money Market Portfolio: Initial Class                   4/1/82     5.17%       5.39%      5.43%      5.45%      6.75%

Fidelity Variable Insurance Products Fund II
Fidelity Management & Research Company
VIP II Asset Manager: Growth Portfolio: Initial Class       9/6/89    10.81%      16.54%     14.30%      N/A       12.87%
VIP II Contrafund(R)Portfolio: Initial Class                 1/3/95   23.87%      26.23%       N/A       N/A       28.10%
VIP II Investment Grade Bond Portfolio: Initial Class       12/5/88    2.99%       6.94%      7.25%      7.54%      7.76%

</TABLE>

                                       B-1

<PAGE>

<TABLE>



                                                           Inception                                                Since
                                                             Date     1 Year      3 Years    5 Years   10 Years   Inception
                                                             ----     ------      -------    -------   --------   ---------
<S>                                                          <C>      <C>        <C>         <C>        <C>        <C>
Goldman Sachs Variable Insurance Trust
Goldman Sachs Asset Management/
Goldman Sachs Asset Management International
Capital Growth Fund                                         4/30/98   24.65%        N/A        N/A       N/A       28.14%
Global Income Fund                                          1/12/98    3.91%        N/A        N/A       N/A        6.71%
Mid-Cap Value Fund                                          5/1/98     7.30%        N/A        N/A       N/A        0.86%

Neuberger Berman Advisers Management Trust
Neuberger Berman Management Inc.
AMT Partners Portfolio                                      3/22/94   11.39%      21.34%     23.68%      N/A       20.51%
AMT Limited Maturity Bond Portfolio                         9/10/84    2.18%       5.15%      5.49%      6.19%      7.64%

SunAmerica Series Trust
Davis Selected Advisers, L.P.
Venture Value Portfolio                                    10/28/94   18.41%      26.79%       N/A       N/A       26.34%

SunAmerica Asset Management Corp.
"Dogs" of Wall Street Portfolio                             4/1/98     9.48%        N/A        N/A       N/A        4.93%
SunAmerica Balanced Portfolio                               6/3/96    18.51%      22.71%       N/A       N/A       22.91%

Templeton Variable Products Series Fund
Templeton Asset Management Ltd.
Templeton Developing Markets Fund - Class 1(1)              3/1/96    47.76%      -8.32%       N/A       N/A       -8.10%
Templeton Investment Counsel, Inc.
Templeton Asset Allocation Fund - Class 1                   8/24/88    8.18%      14.45%     15.12%     12.87%     12.52%
Templeton International Fund - Class 1                      5/1/92     5.39%      15.41%     15.27%      N/A       14.69%

(1) Past reductions by the manager increased returns.

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

The performance  information  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  charges  deducted  from
premiums,  contract values or separate account assets, including,  mortality and
expense  risk  deductions,  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.

</TABLE>
                                       B-2


<PAGE>


                                  [Back cover]

         The Securities and Exchange  Commission  maintains an Internet 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.










































Investment Company Act File Number 811-4687.

<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, Esquire
          Michael J. Burns, FSA, MAAA
          Jorden Burt Boros Cicchetti Berenson & Johnson LLP
          PricewaterhouseCoopers LLP

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.   Form of Flexible Premium Variable  Universal Life Insurance Policy
          (11VUL399) ****

     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.  Form of Life Insurance Application (14APP0396)*

     11.  (a)  Power of Attorney**

          (b)  Power  of  Attorney  for  Paul  S.  Bell***

          (c)  Power of  Attorney  for  Stehen M.  White  (filed  electronically
               herewith)

B.   Opinion and Consent of Counsel (filed electronically herewith)

C.   Opinion and Consent of Actuary (filed electronically herewith)

D.   Consent of Independent  Certified Public Accountants (filed  electronically
     herewith)

E.   Consent  of Jorden  Burt  Boros  Cicchetti  Berenson  & Johnson  LLP (filed
     electronically herewith)

F.   Memorandum Regarding Administrative Procedures*

*    Incorporated by reference to Registrant's  Post-Effective  Amendment No. 4,
     to the  Registration  Statement  on Form S-6  (File  No.  33-90684),  dated
     October 27, 1998.

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

***  Incorporated by reference to Registrant's Pre-Effective Amendment No. 1, to
     the Registration Statement on Form S-6 (File No. 333-85573),  dated October
     15, 1999.

**** Incorporated by reference to Registrant's Pre-Effective Amendment No. 1, to
     the Registration Statement on Form S-6 (File No. 333-71753),  dated May 25,
     1999.
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
has duly caused this  Registration  Statement  to be signed on its behalf by the
undersigned,  thereunto  duly  authorized in the City of Wilmington and State of
Delaware on this 5th day of November, 1999.


                                VARIABLE ACOUNT II
                                -------------------------------
                                         (Registrant)

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

                                By: /s/ Kenneth D. Walma
                                --------------------------------------------
                                Kenneth D. Walma, Vice President and
                                General Counsel



Attest:   /s/ James A. Bambrick
          ________________
               (Name)
          Chief Operating Officer
          ________________
               (Title)




<PAGE>



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

Signature                            Title                     Date

Gerald Walter Wyndorf*               Chief Executive Officer   November 5, 1999
- ------------------                   and Director
Gerald Walter Wyndorf

Stephen M. White*                    Deputy Comptroller        November 5, 1999
__________________
Stephen M. White

Paul S. Bell*                        Director                  November 5, 1999
- ------------------
Paul Bell

Maurice R. Greenberg*                Director                  November 5, 1999
- ------------------
Maurice R. Greenberg

Edward Easton Matthews*              Director                  November 5, 19999
- ------------------
Edward Easton Matthews

Jerome T. Muldowney*                 Director                  November 5, 1999
- ------------------
Jerome T. Muldowney

Nicholas A. O'Kulich*                Director                  November 5, 1999
- ------------------
Nicholas A. O'Kulich

Howard Ian Smith*                    Director                  November 5, 1999
- ------------------
Howard Ian Smith



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

<PAGE>


                                INDEX TO EXHIBITS



EXHIBIT                                                       PAGE

A.11(c)   Power of Attorney of Stephen M. White

B.        Opinion and Consent of Counsel

C.        Opinion and Consent of Actuary

D.        Consent of Independent Accountants

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



                            LIMITED POWER OF ATTORNEY


     KNOWN  ALL  MEN  BY  THESE  PRESENT,  that  I,  Stephen  M.  White,  Deputy
Comptroller of AIG Life Insurance  Company,  a corporation  duly organized under
the laws of the State of  Delaware,  do hereby  appoint  Kenneth  D. Walma as my
attorney  and  agent,  for me, and in my name as a  Director  of the  Company on
behalf of the Company or otherwise, with full power to execute, deliver and file
with  the  Securities  and  Exchange   Commission  all  documents  required  for
registration of a security under the Securities Act of 1933 as amended,  and the
Investment Company Act of 1940, as amended, and to do and perform each and every
act that said attorney may deem necessary or advisable to comply with the intent
of the aforesaid Acts. WITNESS my hand and seal this 5th day of November,  1999.

WITNESS:

 /s/ Cheryl Gerkens                             /s/ Stephen M. White
- -------------------------                     ---------------------------------
                                              Stephen M. White








                                    EXHIBIT B

                         OPINION AND CONSENT OF COUNSEL

Ladies and 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. 1 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
                                            Vice President and
                                            General Counsel
Dated:  November 5, 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 Guaranteed Monthly Cost of Insurance Rates, Table of Acquisition
Expenses  Per  $1,000 of Face  Amount  and Table of  Initial  Surrender  Charges
containted  Post-Effective Amendment No. 1 to the Registration Statement of Form
S-6 (File No. 333-71753)  registering  Flexible Premium Variable  Universal Life
Group and Individual Policies.

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

Dated:  November 5, 1999


<PAGE>


                                    EXHIBIT D

                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the following with respect to Post-effective Amendment
No. 1 to the  Registration  Statement  (No.  333-71753)  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 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 March 12, 1999  relating to our
          audits of the financial statements of Variable Account II.

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

/s/ PricewaterhouseCoopers LLP
- ------------------
PricewaterhouseCoopers LLP



November 5, 1999


<PAGE>

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


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

November 5, 1999

Ladies and Gentlemen:

         We hereby consent to the reference to our name under the caption "Legal
Matters" in the  Prospectus  contained in Post-Effective  Amendment No. 1 to the
Registration  Statement  on Form  S-6  (File  No.  333-71753)  filed by AIG Life
Insurance  Company and  Variable  Account II with the  Securities  and  Exchange
Commission  under the Securities  Act of 1933 on or about November 5, 1999.

Very truly yours,
/s/Jorden Burt Boros Cicchetti Berenson & Johnson LLP
Jorden Burt Boros Cicchetti Berenson & Johnson LLP



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